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 2007. The AGM resolved to transfer the parent company's profit for 2007 of NOK 191.6 million to other equity.

 

The AGM approved a dividend of NOK 1.20 per share. The company's shares will be listed ex dividend from 8 May 2008. The dividend will be distributed on 28 May 2008.

 

The following Board Mandate was 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 15,997,219 by issuing up to 9,141,268 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 2009.This mandate replaces the mandate granted by the Annual General Meeting held on 9 May 2007 in the amount of NOK 15,986,282 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 AGM on 10 May 2006, shall continue in respect of the options that have been allocated as of 13 March 2007. The option scheme includes 1,570,000 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 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 AGM.

 

In connection with the completion of the share option scheme for 2006 is the Board 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 747,500. The company may however not at any time acquire shares in such a way that the total nominal value of the shares owned by the company after the acquisitions exceeds 10% of the company's share capital. 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 AGM, but in any case no longer than until 1 June 2009.

 

Changes to the mandate for the Election Committee

The proposed changes were approved.

 

See also the appendix.