- OMX Board of Directors unanimously recommends the public offer from Borse Dubai Limited

Summary

The Board of Directors of OMX AB (publ) (“OMX”) unanimously recommends the
public offer from Borse Dubai Limited (“Borse Dubai”), taking into account the
agreed, subsequent acquisition of OMX shares by The NASDAQ Stock Market, Inc.
(“NASDAQ”). 

Urban Bäckström, Chairman of OMX:
“The combination of OMX and NASDAQ will create a new leader in the exchange
industry, establish a strong platform for future growth and reinforce the
Nordic and Baltic region as a financial centre. Linking trading centres in the
US, Europe and the Middle East will provide members, issuers and all other
market participants with considerable opportunity in the changing global
capital markets. The Borse Dubai offer and the agreed, subsequent acquisition
of OMX shares by NASDAQ, is also attractive to our shareholders.” 

Background

This statement is issued by the Board of Directors of OMX pursuant to section
II.14 of the OMX Nordic Exchange Stockholm Takeover Rules. 

On 25 May 2007, NASDAQ and OMX jointly announced that they had entered into an
agreement to combine the two companies to form a new group, The NASDAQ OMX
Group, Inc. (“NASDAQ OMX”). The combination was to be effected through a cash
and stock tender offer by NASDAQ for all outstanding shares in OMX. As set
forth in the joint press release announcing the combination, released by OMX
and NASDAQ on 25 May 2007, the Board of Directors of OMX unanimously
recommended to the OMX shareholders that they accept this tender offer by
NASDAQ. On 5 June 2007, the Board published a full statement regarding this
recommendation. 

On 9 August 2007, Borse Dubai announced that it was in the process of
purchasing OMX shares at a price of SEK 230 and entering into options for OMX
shares at an exercise price of SEK 230 by way of a book building process with
selected investors. Later that same day, Borse Dubai announced that it had
purchased OMX shares representing 4.9% of the share capital in OMX at a price
of SEK 230 and entered into option agreements to purchase another 22.5% of OMX
shares at an exercise price of SEK 230 (Borse Dubai subsequently entered into
additional option agreements, and in its draft offer document dated 21 December
2007 stated that it had entered into option agreements to purchase a total of
another 24.2% of OMX shares at the greater of SEK 230 per share and the offer
price at the end of the acceptance period). On 17 August 2007, Borse Dubai
announced an all-cash offer for all outstanding shares in OMX (the “Offer”) at
a price of SEK 230 per OMX share. 

On 20 September 2007, NASDAQ and Borse Dubai announced that they had entered
into agreements pursuant to which Borse Dubai's Offer of SEK 230 in cash per
OMX share was to continue, but that a series of transactions was to be
subsequently effected that would involve, amongst other things, NASDAQ
purchasing all of Borse Dubai's shares in OMX for a combination of cash and new
NASDAQ shares.  As a result of these transactions, Borse Dubai would retain
NASDAQ OMX shares representing approximately 19.99% of the combined NASDAQ OMX
share capital (restricted to 5.0% of voting rights), with its remaining NASDAQ
OMX shares (representing approximately 8.4% of the combined NASDAQ OMX share
capital) being held in trust with an affiliate of Borse Dubai as beneficiary
and managed by an independent trustee. 

Later on 20 September, Qatar Investment Authority (“QIA”) announced it had
purchased OMX shares representing 9.98% of the share capital in OMX. On 26
September 2007, NASDAQ and Borse Dubai further announced that Borse Dubai had
raised its Offer to SEK 265 in cash per each OMX share. It was also announced
that irrevocable undertakings had been secured, subject to certain conditions,
from Investor AB, Nordea Bank AB, Olof Stenhammar, Didner & Gerge, Nykredit and
Magnus Böcker to tender no less than 22.4 million OMX shares, equivalent to
18.5% of all the outstanding shares and votes in OMX, into the Offer and that
these undertakings were binding unless a third party offered greater than SEK
303 per OMX share and Borse Dubai did not match in a certain period (Borse
Dubai subsequently secured additional irrevocable undertakings, and in its
draft offer document dated 21 December 2007 stated that irrevocable
undertakings had been secured, subject to certain conditions, from Investor AB,
Nordea Bank AB, Olof Stenhammar, Didner & Gerge, Nykredit, Magnus Böcker and
certain other shareholders to tender no less than a total of 23.3 million OMX
shares, equivalent to 19.3% of all the outstanding shares and votes in OMX,
into the Offer and that these undertakings were binding unless a third party
offered greater than SEK 303 per OMX share and Borse Dubai did not match in a
certain period). 

The above mentioned agreements were conditional upon customary regulatory and
shareholder approvals in both Sweden and other Nordic and Baltic jurisdictions
as well as in the United States and approval by shareholders of NASDAQ, all of
which have now been obtained or waived. Consequently, NASDAQ has withdrawn its
offer for OMX, and Borse Dubai is expected to open its Offer for acceptances on
7 January 2008. 

As described in this recommendation, the Board believes that the combination of
OMX and NASDAQ will have a number of important benefits for OMX and its
stakeholders (whether or not they are shareholders).  The conditions to Borse
Dubai's Offer include acceptance of the Offer by holders of a majority of OMX's
shares. Shareholders should note that completion of the agreed, subsequent
acquisition by NASDAQ of Borse Dubai's shares in OMX is subject to certain
conditions, including that Borse Dubai hold more than 67% of the shares in OMX
following completion of the Offer.  As a result, holders of OMX shares should
be aware that there is a possibility that, if such conditions are not satisfied
or waived, the Borse Dubai Offer could be completed but the subsequent
acquisition by NASDAQ of OMX shares from Borse Dubai would not proceed and thus
those benefits would not be obtained. When issuing this recommendation, the
Board took into account this possibility, together with its view that, if the
Borse Dubai Offer is consummated, there is a high likelihood that these
conditions will be satisfied and that the combination of OMX and NASDAQ will be
completed. 

The Board has received a letter from NASDAQ, dated 14 December 2007, regarding
the interpretation of the original transaction agreement between NASDAQ and OMX
of 25 May 2007. In the letter, NASDAQ clarifies and confirms its understanding
that, upon NASDAQ's subsequent acquisition of Borse Dubai's shares in OMX as
set out above, NASDAQ's and OMX's previous agreements regarding, among other
things, board composition, corporate name, senior management and OMX Nordic
Exchange secondary listing of the combined NASDAQ OMX Group shall apply, with
certain modifications, as if NASDAQ's original offer of 25 May 2007 had been
consummated. 

The Offer values OMX at SEK 265 per share, equivalent to SEK 32.0 billion, and
represents a premium of 52% to the closing price of SEK 174.5 per OMX share on
23 May 2007, the last full trading day prior to the announcement of the OMX and
Nasdaq combination on 25 May 2007 and a premium of 59 percent to the volume
weighted average price of SEK166.3 per OMX share over the 20 trading days up to
and including 23 May, 2007. 

For more details on the Offer and related issues please refer to NASDAQ's and
Borse Dubai's joint press releases on 20 and 26 September 2007, respectively,
and Borse Dubai's offer document regarding the Offer. 

Board of Directors' recommendation

Over the past few years OMX has improved its performance strategically,
operationally and financially. It has been at the forefront of exchange
industry cross-border consolidation, recorded the highest profit in its history
in 2006 and delivered further strong profit growth in the first three quarters
of 2007. Despite this strong historical performance, OMX and the exchange
industry in general faces several operational and strategic challenges for
growth and profitability going forward, including a changing regulatory
environment, intensifying competition and the rapid pace of consolidation
within the industry. In this context, the Board of Directors of OMX evaluated
several potential strategic alternatives, including a stand-alone alternative
with continued focus on developing the Nordic, Eastern European markets and
global technology operations. As set forth in its 5 June 2007 statement, the
Board came to the conclusion that the proposed combination with NASDAQ
(included in the NASDAQ and OMX joint press release on 25 May 2007) was the
best available option. 

Notwithstanding that NASDAQ's original offer has now been withdrawn, the Board
notes that the agreed transactions between NASDAQ and Borse Dubai post
consummation of the Offer will cause NASDAQ and OMX to combine in a manner
similar to that originally envisaged as of 25 May 2007. Accordingly, the Board
believes that the Offer will provide OMX, its customers and its other
stakeholders with the same benefits as the original combination with NASDAQ
announced on 25 May 2007. Some of these benefits are described in more detail
below. In addition, the Board believes that the agreed transactions between
NASDAQ and Borse Dubai post consummation of the Offer will result in additional
benefits such as the partnership with the Dubai International Financial
Exchange (“DIFX”) which will provide further exposure to attractive emerging
growth markets and additional opportunities. Cooperation with Borse Dubai will
strengthen NASDAQ OMX by, among others things, facilitating access to a large
pool of untapped capital and the growth opportunities in a region of
approximately 40 countries spanning North and Eastern Africa, the Middle East,
the Caspian region and South-Central Asia (the ‘Borse Dubai Region') and giving
issuers access to a large pool of untapped capital with the United Arab
Emirates (“UAE”), Bahrain, Saudi Arabia, Oman, Qatar and Kuwait (the ‘GCC
Region'). Furthermore, Borse Dubai would provide international, including
Nordic, investors with direct access to new financial products such as sukuk
(short and long term asset backed loans similar to bonds), structured products,
funds and indices from one of the fastest growing regions in the world. 

Unlike NASDAQ's original offer, the Offer by Borse Dubai to the OMX
shareholders is an all-cash offer and as such will not give OMX shareholders
the opportunity to share in the substantial value the OMX and NASDAQ
combination should generate from the anticipated revenue and cost synergies.
However the Board is of the opinion that the increase in the price offered for
each OMX share from SEK 208.1 as of 25 May 2007 as per the tender offer from
NASDAQ to SEK 265 as per the Offer compensates the OMX shareholders
appropriately. 

The combined group, to be called The NASDAQ OMX Group, will combine two highly
complementary businesses, uniting NASDAQ's leading global brand and highly
efficient electronic trading platform with OMX's global technology services
platform and customer base, efficient Nordic Exchange and derivatives
capabilities. The combined group will be a global financial marketplace with a
unique footprint spanning the U.S., Europe, the Middle East and strategic
emerging markets. The combination will provide significant benefits for
customers, shareholders and other stakeholders in both companies. The combined
group's strategy will be to grow volume and broaden its customer base,
combining the strengths of both companies. In this context, the proposed
transaction will create enhanced career opportunities for employees of the
combined group. The Board of Directors currently does not foresee any
significant staff reductions as a consequence of the combination. 

The NASDAQ OMX Group will be the largest global network of exchanges and
exchange customers linked by technology. It will be well positioned to drive
organic growth and to continue to take a proactive role in sector
consolidation. The combined group will have pro forma 2006 revenues of SEK 8.3
billion (USD 1.2 billion) and around 2,500 employees in 22 countries. It will
in addition own a one-third interest in Borse Dubai's subsidiary DIFX. 

NASDAQ has expressed commitment to the Nordic and Baltic region, including the
Nordic and Baltic regulatory and operational frameworks and procedures. NASDAQ
recognises that the Nordic and Baltic financial sector is one of the most
important drivers of the Nordic and Baltic economies. The strategy of the new
company will be to build on the strong existing businesses, market models and
stakeholder influence of OMX in this region. 

NASDAQ has committed to support investments in ongoing research and development
in Stockholm and will promote Stockholm as a global financial technology and
know-how centre of excellence. NASDAQ OMX will provide the Nordic and Baltic
region with the resources and infrastructure necessary to grow the business,
which is likely to increase employment opportunities in the region, and will
seek to ensure that the region's capitals are acknowledged as leading financial
centres in Europe by 2010. In order to strengthen the competitive position of
the region's financial centres, NASDAQ fully supports the ongoing development
of areas such as: 

•    Regulation and supervision: NASDAQ OMX will be committed to the existing
     Nordic and Baltic regulatory and operational frameworks, procedures and
     efficient supervisory authority. NASDAQ will continue its active engagement
     with the U.S. Securities and Exchange Commission, Treasury Department and
     Congress to ensure that there is no U.S. regulatory spillover directly or
     indirectly as a result of this transaction. The Financial Supervisory
     Authorities in all the seven jurisdictions concerned have received written
     assurances to this effect from the SEC 
•    Competition: NASDAQ OMX will safeguard the Nordic and Baltic region's
     competitive position in the MiFID environment by enhanced efficiencies and
     innovative approaches to trading and pan-European market structure 
•    Efficiency and transparency: NASDAQ OMX will continue to focus on low
     costs, transparency and market efficiency to the benefit of the Nordic and
     Baltic capital markets 
•    Education and research: NASDAQ OMX will stimulate education and research
     through, among others, seminars and academic committees within the concept
     of Finansplats Stockholm. 


Furthermore, NASDAQ has confirmed its commitment to: 

•    the European headquarters of NASDAQ OMX being located in Stockholm; 
•    the world technology business headquarters of NASDAQ OMX being located in
     Stockholm; 
•    key senior positions remaining in Stockholm, Helsinki and Copenhagen; 
•    four OMX directors being recommended to be on the NASDAQ OMX Board,
     including the Deputy Chairman; and 
•    the OMX Nordic Exchange Board remaining as is, with its current Nordic
     composition. 

NASDAQ has stated that it is confident that it can provide OMX with strong
growth opportunities within the developed, European financial markets with
Stockholm as the operational base for pan-European efforts, as well as in the
emerging markets using its Stockholm-based technology business and know-how to
help develop capital markets in high growth regions worldwide. 

The Board of Directors' recommendation is based on factors that the Board of
Directors considers relevant for the Offer, including but not limited to the
evaluation of OMX's and NASDAQ's current and estimated future development of
business operations and financial results, estimated synergies, OMX's market
position in the rapidly changing and consolidating exchange industry, and other
strategic alternatives available to OMX. The Board's views in the aforesaid
respects are further reflected in the joint press release released by OMX and
NASDAQ on 25 May 2007 and in the OMX press release dated 5 June 2007. 

OMX's Board of Directors has been advised by financial and other advisers in
connection with the Offer and the Board's assessment thereof. The Board of
Directors' financial advisers are Morgan Stanley & Co. Limited (“Morgan
Stanley”), Credit Suisse Securities (Europe) Ltd (“Credit Suisse”) and Lenner &
Partners Corporate Finance AB. The Board of Director's legal advisers are
Advokatfirman Vinge KB, Cleary Gottlieb Steen & Hamilton LLP and Gernandt &
Danielsson Advokatbyrå KB. 

Morgan Stanley and Credit Suisse have rendered fairness opinions to the Board
of Directors of OMX to the effect that as of the date thereof and based upon
and subject to the qualifications and assumptions therein and other factors
deemed relevant, the Offer consideration is fair from a financial point of view
to the shareholders of OMX (other than Borse Dubai and its affiliates). The
fairness opinions will be disclosed in their entirety in the offer
documentation to be sent to OMX shareholders.  The full fairness opinions
prevail over any summary of them set out in this announcement. 

Based on the above the OMX Board of Directors unanimously recommends that OMX's
shareholders accept the Offer. 

This statement shall be governed by and construed in accordance with the laws
of Sweden. Any dispute, controversy or claim arising out of, or in connection
with, this statement shall exclusively be settled by the Swedish courts. 

Stockholm, 2 January 2008

Board of Directors
OMX AB (publ)





  OMX board members Lars Wedenborn, who is also CEO of Foundation Asset
Management Sweden AB and former CFO of Investor AB, and Markku Pohjola, who is
also Deputy Group CEO and Head of Group Processing and Technology of Nordea
Bank AB, participated in the Board's resolution. 


For more information, please contact
Jonas Rodny, OMX							+46 8 405 72 67	

							
About OMX | OMX is a leading expert in the exchange industry. The OMX Nordic
Exchange comprises over 800 companies including its alternative market First
North. OMX provides technology to over 60 exchanges, clearing organizations and
central securities depositories in over 50 countries. The Nordic Exchange is
not a legal entity but describes the common offering from OMX exchanges in
Helsinki, Copenhagen, Stockholm, Iceland, Tallinn, Riga, and Vilnius. OMX is a
Nordic Large Cap company in the Financials sector on the OMX Nordic Exchange.
For more information, please visit www.omxgroup.com. 

Cautionary Note Regarding Forward-Looking Statements: 
Information set forth herein contains forward-looking statements, which involve
a number of risks and uncertainties. OMX cautions readers that any
forward-looking information is not a guarantee of future performance and that
actual results could differ materially from those contained in the
forward-looking information. Such forward-looking statements include, but are
not limited to, statements about the benefits of the Offer, the proposed
business combination transaction involving NASDAQ and OMX, the combined group's
plans, strategies, objectives, opportunities, expectations and intentions, and
other statements that are not historical facts. Additional risks and factors
are identified in NASDAQ's filings with the U.S. Securities Exchange Commission
(the “SEC”), including its Report on Form 10-K for the fiscal year ending
December 31, 2006 which is available on NASDAQ's website at
http://www.NASDAQ.com and the SEC's website at www.sec.gov, and in OMX's
filings with the Swedish Financial Supervisory Authority (Sw.
Finansinspektionen) (the “SFSA”) including its annual report for 2006, which is
available on OMX's website at http://www.omxgroup.com. Additional factors may
be identified in the offer document to be published by Borse Dubai and made
available on the SFSA's website at http://www.fi.se. OMX undertakes no
obligation to publicly update any forward-looking statement, whether as a
result of new information, future events or otherwise. 

Notice to OMX Shareholders:                                             
While the Offer is being made to all holders of OMX shares, this document does
not constitute an offer to purchase, sell or exchange or the solicitation of an
offer to purchase, sell or exchange any securities of OMX in any jurisdiction
in which the making of the Offer or the acceptance of any tender of shares
therein would not be made in compliance with the laws of such jurisdiction. The
Offer has not been and is not being made to persons in those jurisdictions
where their participation requires further offer documents, filings or other
measures in addition to those required by Swedish law, except under applicable
exemptions. In particular, the Offer is not being made, directly or indirectly,
in or into Canada 

Additional Information about this Transaction:
On 19 November 2007, NASDAQ filed a definitive proxy statement on Schedule 14A
with the U.S. Securities and Exchange Commission, relating to NASDAQ's proposed
acquisition of OMX from Borse Dubai upon the completion of the Offer. Borse
Dubai is expected to publish its offer document regarding the Offer shortly.
The offer document will set forth the terms and conditions of the Offer and
also provide certain information about Borse Dubai, OMX and Nasdaq. Investors
and security holders are urged to read the offer document, the proxy statement
and other applicable documents regarding the Offer and the related proposed
business combination transaction because they contain important information.
You will be entitled to obtain a free copy of Borse Dubai's offer document from
Borse Dubai when it has been published. You may obtain a free copy of those
documents filed by NASDAQ with the SEC through the SEC's website at
www.sec.gov. The proxy statement and the other NASDAQ documents may also be
obtained for free by accessing NASDAQ's website at http://www.nasdaq.com.