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EDB Business Partner ASA Nedre Skøyen vei 26 Tel: 22 52 80 80
P O Box 640 Skøyen Fax: 22 77 21 14
0214 Oslo, Norway Bankgiro: 7050 06 45413
www.edb.com Org. No: NO 934 382404
Notice of extraordinary general meeting of EDB Business Partner ASA
Notice is hereby given that an extraordinary General Meeting of EDB Business Partner ASA will be
held on
Monday 18 August 2008 at 15:30 hours at the offices of EDB Business Partner ASA, Nedre Skøyen
vei 26, Oslo.
Items on the agenda:
1. The Chairman of the Board of Directors will open the Annual General Meeting, including
taking a register of shareholders present
In accordance with the Public Limited Companies Act Section 5-12 first paragraph, the
Chairman of the Board of Directors will open the meeting.
2. Election of a person to chair the meeting
3. Approval of the notice calling the meeting and the agenda
4. Election of a person to join the chairman of the meeting in signing the minutes of the
meeting
5. Authorisation to the Board of Directors to purchase own shares
In order to ensure employees staying in the company and to become more attractive when
recruiting new employees in today's tight labour market within the IT sector, the Board of
Directors have decided to establish a share purchase scheme for all employees of the EDB
group. Such a scheme will strengthen the collective group culture and increase the employees'
loyalty and motivation by directing their focus on the share value of the company and
consequently its financial development.
The main elements of the scheme are as follows:
- The employee is given the opportunity to purchase shares in EDB Business Partner ASA
for an amount up to 4 % of the employee's gross annual income (percentage dependent
on organisation level of employment)
- The employee receives a 20 % discount compared to listed share price. The discount is,
however, limited to NOK 1,500. The discount is funded by EDB.
- Provided the employee is still employed two years after having purchased the shares, and
subject to certain bonus criteria, the employee receives as a up to as many shares as the
employee has purchased under the share purchase scheme.
- All employees in wholly-owned companies of the EDB group may participate in the
scheme.
In order to neutralize the exposure for EDB in the two-year period, the Board of Directors have
decided to purchase as many potential bonus shares as the employees are purchasing
ordinary shares, and at the same time. The existing current general meeting authorisation of 7
May 2008 to purchase own shares is limited to the fulfilment of the share option agreements
previously entered into under the share option scheme of 2006. This authorisation includes a
total of 1,570,000 share options.
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Notice of Extraordinary General Meeting to be held on 18 August 2008
The number of employees interested in participating in the proposed share purchase scheme
as well as number of shares to be included is uncertain. However, the board proposes a
general authorisation to purchase own shares (covering both the share option scheme of 2006
and the new share purchase scheme) up to a maximum of 10 % of the total issued shares in
the company, cfr Section 9-2 in the Public Limited Companies Act. The total number of issued
shares of the company is at the time being 91,350,184.
The Board of Directors proposes that the Extraordinary General Meeting should approve the
following resolution:
The Board of Directors are hereby authorised pursuant to Section 9-4 in the Public Limited
Companies Act to purchase the company’s own shares.
- This authorisation is subject to the restriction that the maximum nominal value of the
shares which may be purchased by the company is NOK 15,986,282. The company
may however not at any time purchase shares in such a way that the total nominal
value of the shares owned by the company after the purchase exceeds 10% of the
company’s share capital.
- The price at which shares are purchased must be at least NOK 1.75 per share and no
more than NOK 100.00 pr share.
- The company’s purchases and sales of its own shares shall take place through the
stock exchange
- This authorisation is valid until the date of the next Annual General Meeting, but in any
case no longer than until 1 June 2009.
6. Guidelines for remuneration pursuant to Section 6-16a of the Public Limited Companies
Act
Pursuant to Section 5-6 in the Public Limited Companies Act, The Annual General Meeting of
7 May 2008 approved guidelines for remuneration to the executive management, as required
by Section 6-16a in the Public Limited Companies Act. The proposed share purchase scheme
is open for all employees and therefore includes the executive management.
Thus, the Board of Directors proposes that the Extraordinary General Meeting should approve
the following resolution:
The Extraordinary General Meeting approves that the Board of Director's principles on
executive management remuneration in EDB for the coming financial year, as described in the
Board of Director's statement on salary and other remuneration for the executive
management, pursuant to Section 6-16a of the Public Limited Companies Act, approved by
the company's Annual General Meeting 7 May, are extended to include the share purchase
scheme for all employees of EDB.
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In accordance with Article 7 of the company’s Articles of Association, shareholders who wish to
participate in a General Meeting are required to advise the company of their intention in advance.
Advance notification can either be given electronically by using the following link: www.edb.com or
by written notice to EDB Business Partner ASA, PO Box 640 Skøyen, N-0214 Oslo, Norway, or by
telefax to +47 22 77 21 14. The Board has decided that such notification must be received by the
company no later than 09:00 hrs on Friday 15 August 2008. Shareholders who wish to be
represented by a proxy may appoint the Chairman of the Board, the company’s Chief Executive
Officer or any other person as their proxy by giving a written authority to this effect. Shareholders
are asked to use the attached Notice of Intention to Participate (Appendix 1) and Nomination of
Proxy (Appendix 2).
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Notice of Extraordinary General Meeting to be held on 18 August 2008
Oslo, 28 July 2008
The Board of Directors of EDB Business Partner ASA
Bjarne Aamodt
Chairman
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Notice of Extraordinary General Meeting to be held on 18 August 2008
Appendix 1
To: EDB Business Partner ASA
PO Box 640 Skøyen
0214 OSLO
Norway
(Or: Telefax: +47 22 77 21 14)
NOTICE OF INTENTION TO PARTICIPATE IN THE ANNUAL GENERAL MEETING
OF EDB BUSINESS PARTNER ASA
Monday 18 August 2008 at 15:30 hrs
I / we represent the following shares:
Own shares: ____________ shares
As Proxy for:
______________________________ ____________ shares
______________________________ ____________ shares
______________________________ ____________ shares
______________________________ ____________ shares
Total of ____________ shares
____________________
Place and date
_______________________
Name (Please print)
_______________________
Signature
Shareholders may also give notice of their intention to attend electronically – see the EDB website at
www.edb.com. Any power(s) of attorney must be duly signed and submitted to the company in writing
either by post or telefax.
In order to participate in the Annual General Meeting, kindly send this form to the company.
Notification of your intention to participate must be received by the company no later than 09:00 hrs
on Friday 15 August 2008.
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Notice of Extraordinary General Meeting to be held on 18 August 2008
Appendix 2
To: EDB Business Partner ASA
PO Box 640 Skøyen
0214 OSLO
Norway
(Or: Telefax: +47 22 77 21 14)
NOMINATION OF PROXY
As the holder of share(s) in EDB Business Partner ASA, I/we hereby appoint:
__________________ (Chairman of the Board, Chief Executive Officer or other authorised individual)
(Name)
as my/our proxy to vote on my/our behalf at the Annual General Meeting of EDB Business Partner
ASA to be held on Monday 18 August 2008 at 15:30 hrs.
If the proxy is nominated only in respect of specific matters, this must be specified below:
____________________
Place and date
_______________________
Name (Please print)
_______________________
Signature
This power of attorney must be duly signed and submitted to the company in writing either by post or
telefax.
This proxy nomination form must be received by EDB Business Partner ASA no later than 09:00 hrs
on Friday 15 August 2008.
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