In accordance with the Public Limited Companies Act Section 5-12 first paragraph, the Chairman of the Board of Directors will open the meeting.

 

 

 

 

 

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

- 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.

 

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:

 

 

- 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.

 

 

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:

 

 

 

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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).

 

 

Oslo, 28 July 2008

The Board of Directors of EDB Business Partner ASA

 

Bjarne Aamodt

Chairman