The Annual General Meeting of EDB Business Partner ASA was held on 9 May 2007.

 

The meeting approved the annual report, profit and loss account and balance sheet, as well as the consolidated profit and loss account and balance sheet, as at 31 December 2006. The AGM resolved to transfer the parent company's profit for 2006 of NOK 238.2 million to other equity. The AGM approved a dividend of NOK 1.10 per share. The company's shares will be listed ex dividend from 10 May 2007. The dividend will be distributed on 30 May 2007.

 

The following Board Mandates were approved.

Pursuant to Section 10-14 of the Public Companies Act, the Annual General Meeting hereby authorizes the Board to increase the company's share capital by up to NOK 15,986,282 by issuing up to 9,135,018 shares each of nominal value NOK 1.75.

The mandate may be used to issue shares as consideration for a full or partial acquisition of other businesses.

The mandate includes  increases in share capital in return for non-cash contributions or a right to assume special obligations on behalf of the company or a resolution on a merger pursuant to Section 13-5 of the Public Companies Act, cf. Section 10-14 (2) no. 4 and no. 6 of the Public Companies Act.

The Board is empowered to waive the pre-emption rights of existing shareholders to subscribe for the shares to be issued pursuant to Section 10-4 of the Public Companies Act.

This mandate shall be valid until the date of the next Annual General Meeting, but in any case no longer than until 1 June 2008.

This mandate replaces the mandate granted by the Annual General Meeting held on 10 May 2006 in the amount of NOK 15,933,578 to the extent that this earlier mandate has not been exercised.

 

The Annual General Meeting approved unanimously the following resolution:

Pursuant to Section 10-14 of the Public Companies Act, the Board is hereby authorized to increase the company's share capital in connection with the share option scheme for key employees by up to NOK 131,250 by issuing up to 75,000 shares each of nominal value NOK 1.75.

The Board is empowered to waive the pre-emption rights of existing shareholders to subscribe for the shares to be issued pursuant to Section 10-4 of the Public Companies Act.

This mandate does not include,  increases in share capital in return for non-cash contributions or a right to assume special obligations on behalf of the company, nor does it cover a resolution on a merger, cf. Section 10-14 (2) no. 4 and no. 6 of the Public Companies Act.

This mandate shall be valid until the date of the next Annual General Meeting, but in any case no longer than until 1 June 2008.

This mandate replaces the mandate granted by the Annual General Meeting held on 10 May 2006 to the extent that this earlier mandate has not been exercised.

 

The share option scheme for defined types of key employees of the EDB group, as approved by the Annual General Meeting on 10 May 2006, shall continue in respect of the options that have been allocated as of 13 March 2007. The option scheme includes 1,850,000 shares.

The vesting period shall be three years. Options have been granted in accordance with detailed criteria. No further options will be granted. Shares to be transferred when options are exercised may be provided either from the company's holdings of its own shares (see the separate resolution below) or by paying cash settlement instead of delivering shares.

The share option scheme will require annual renewal by way of a resolution passed at the Annual General Meeting.

 

The Annual General Meeting approved unanimously the following resolution to grant a mandate to the Board for the company to acquire its own shares:

In connection with the share option scheme for key employees of the EDB group, the Board is hereby authorized pursuant to Section 9-4 of the Public Companies Act to acquire the company's own shares.

This mandate is subject to the restriction that the company shall not at any time hold shares with total nominal value exceeding NOK 3,237,500.

The price at which shares are acquired must be at least NOK 1.75 per share and no more than NOK 100.00 pr share.

The company's holdings of its own shares may be used in connection with meeting its liabilities in respect of the share option scheme for key employees.

The company's purchases and sales of its own shares shall take place through the stock exchange. This mandate is valid until the date of the next Annual General Meeting, but in any case no longer than until 1 June 2008.

 

The Board proposed changes in §§ 5, 7 and 8 in the Articles of Association. The Annual General Meeting approved unanimously the following resolution:

 

Article 5 (Board of Directors) shall be amended as follows:

The company's Board of Directors shall have a minimum of five and a maximum of eleven members in accordance with the decision of the General Meeting. The Chairman of Board is elected by the General Meeting. The Board of Directors shall have a Deputy Chairman, who shall be elected by the Board.

 

Article 7 (General Meeting) shall be amended as follows:

The business of the Annual General Meeting shall be to consider and vote upon the following matters:

To elect the Chairman of the Board of Directors and the other members of the Board of Directors, together with any deputy members of the Board of Directors.

To elect the Chairman and other members of the Election Committee.

To adopt the Board of Directors' Report and the Annual Accounts, including the payment of any dividend.

Such other matters as by the law or by operation of the Articles of Association are to be dealt with at a General Meeting.

 

Article 8 (Election Committee) shall be amended as follows:

The company shall have an Election Committee. The Annual General Meeting shall determine the Mandate of the Election Committee and shall decide the remuneration of the members of the Election Committee.

The Election Committee shall submit proposals to the Annual General Meeting in respect of the following matters: Election of persons to fill vacancies for the Chairman of the Board of Directors and members of the Board of Directors

Any election of persons as deputy members of the Board of Directors

Election of persons to fill vacancies for the Chairman and other members of the Election Committee

The remuneration to be paid to the Chairman, the Deputy Chairman, the members of the Board of Directors and any deputy members of the Board of Directors.

 

The Board of Directors shall submit proposals for the remuneration to be paid to the members of the Election Committee.

 

The proposed changes were approved.

 

 

See also the appendix.