The 2004 Annual General Meeting of EDB Business Partner ASA was held on 29 April 2004.

 

The meeting approved the directors' report, profit and loss account and balance sheet, as well as the consolidated profit and loss account and balance sheet, as at 31 December 2003. It was agreed that the parent company's loss for the year of NOK 18,979,221 should be covered from other paid-in equity reserves.

 

The meeting resolved not to pay a dividend for the year.

 

The following increases in share capital were approved:

 

Mandates for the issue of shares:

- General mandate

Pursuant to § 10-14 of the Public Companies Act, the Board was authorised to increase the company's share capital by up to NOK 15,750,000.00 by issuing up to 9 million shares each of nominal value NOK 1.75. The Board was empowered to waive the pre-emption rights of existing shareholders to subscribe for the shares to be issued, cf. § 10-4 of the Public Companies Act. This mandate is valid until 1 June 2005.

 

- Mandate in respect of share options for key individuals

Pursuant to § 10-14 of the Public Companies Act, the Board was authorised to increase the company's share capital by up to NOK 3,325,000.00 by issuing up to 1,900,000 shares each of nominal value NOK 1.75 for the purposes of the company's employee share option scheme. The Board was empowered to waive the pre-emption rights of existing shareholders to subscribe for the shares to be issued, cf. § 10-4 of the Public Companies Act. This mandate is valid until 29 April 2006.

- Mandate in respect of the employee share option scheme

Pursuant to § 10-14 of the Public Companies Act, the Board was authorised to increase the company's share capital by up to NOK 16,248,744.75 by issuing up to 9,284,997 shares each of nominal value NOK 1.75. The Board was empowered to waive the pre-emption rights of existing shareholders to subscribe for the shares to be issued, cf. § 10-4 of the Public Companies Act. This mandate is valid until 1 July 2004.

 

- Mandate to the Board to issue a subordinated convertible loan

Pursuant to § 11-8 of the Public Companies Act, the Board was authorised to issue a subordinated loan that gives the lender the right to the issue of new shares. The total amount of the subordinated loan is not to exceed NOK 132,000,000. Upon conversion of the loan, the company's share capital may be increased by up to NOK 5,000,000.00. The Board was empowered to waive the pre-emption rights of existing shareholders pursuant to § 11-4 of the Public Companies Act to subscribe for the loan to be issued. This mandate is valid until 31 August 2004

 

- Approval of the acquisition of assets from a shareholder

The General Meeting approved the acquisition by EDB Business Partner ASA of a receivable of NOK 132,000,000 from Telenor Business Solutions AS.