Notice of annual general meeting
The shareholders of Data Respons ASA are hereby given notice of the annual general meeting to be held at the company's premises at Sandviksveien 26, Høvik, Bærum, on Tuesday, 29 April 2008 at 2 p.m.
1. Opening of the meeting by the chairman of the board and registration of the shareholders present
2. Election of the chairman of the meeting and a person to co-sign the minutes with the chairman of the meeting
3. Approval of the notice of the meeting and the proposed agenda
4. Adoption of the annual financial statements and the report of the board of directors for 2007 for Data Respons ASA and the Group, including the resolution on the distribution of profits.
The annual report for 2007 containing the financial statements, report of the board of directors and auditors' report is attached. The board of directors proposes that no dividends be paid for 2007.
5. Establishment of the directors' emoluments and nomination committee's and auditors' fees
6. Approval of the board of directors' declaration on executive pay.
In accordance with the provisions of allmennaksjeloven [Norwegian Public Limited Companies Act], the general meeting must hold an advisory vote on the board of directors' declaration on executive pay. The board of directors' declaration on executive pay must contain guidelines and main principles on establishing pay and other allowances to senior employees. The declaration appears in note 14 of the annual financial statements.
7. Election of the members of the board
8. Election of the members of the nomination committee
9. Authorisation for the board of directors to increase the share capital
At the annual general meeting in 2006, the board of directors received authorisation to implement share capital increases of up to NOK 4,300,000 over a period of two years, corresponding to 8,600,000 shares.
The authorisation has now expired and the board of directors is requesting renewed authorisation to implement a share capital increase of up to NOK 2,000,000, corresponding to 4,000,000 shares. The authorisation will be valid until the annual general meeting in 2009 and must be able to be used for share capital increases for the following purposes:
- Acquisition of new companies as part of the company's strategy
- Option schemes for employees
- Cash issues
The purpose of the authorisation means that it will be necessary for the board of directors to have authorisation to depart from the shareholders' general right of pre-emption.
10. Authorisation to purchase own shares
The board of directors proposes authorisation to purchase own shares. The purpose of the authorisation is to give the company the facility to implement the buy-back of shares with subsequent cancellation, in order to optimise the company's capital structure. Furthermore, the company wishes to be able to use such authorisation to purchase and sell own shares in connection with the whole or partial settlement for acquired companies, or to satisfy the existing option programme for employees.
The board of directors proposes that the annual general meeting resolves, in accordance with almennaksjeloven §9-4, to grant the board of directors authorisation to purchase up to 4,000,000 shares with an equivalent nominal value of NOK 2,000,000. The amount which may be paid per share is to be minimum NOK 1.00 and maximum NOK 50.00. The board of directors is free to choose the method by which the purchase or sale is executed. The authorisation will be valid until the annual general meeting in 2009.
Shareholders wishing to attend are requested to register by no later than Monday, 28 April 2008 at 4 p.m. by returning the attached registration form to the company by post or fax. Shareholders wishing to attend by proxy are requested to complete the attached authorisation form and return it to the company by the same deadline.
Høvik, 5 March 2008
The board of directors of Data Respons ASA
Appendix 1: Registration form/proxy form
Appendix 2: Annual report for 2007 containing the financial state ments, the report of the board of directors and auditors' report
Kenneth Ragnvaldsen, CEO, Data Respons ASA, phone: +47 67 11 20 00 Mob: +47 913 90 918.
ABOUT DATA RESPONS
Data Respons` vision is to become leading in Europe within 2010 on Embedded Solutions in the industrial market. Embedded Solutions can be described as being the brains of a machine, system or industrial end product. Data Respons supplies Embedded Solutions to leading OEM companies, system integrators and vertical product suppliers in a range of market segments such as defence, offshore, automation, medical equipment, surveillance, transport, telecommunications and other industries. Data Respons` customers include Ericsson, Nera, ABB, Brüel & Kjær, Anritsu and Saab. Data Respons ASA is listed on the Oslo Stock Exchange (Ticker: DAT), and is part of the information technology index. The company has offices in Denmark, Finland, Norway, Sweden and Germany. At the close of the 4th quarter 2007 the company had a total of 376 employees.
More information on Data Respons ASA can be found on our website: http://www.datarespons.com