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
Wednesday, 29 April 2009 at 2 p.m.
 
Agenda:
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 2008 for Data Respons ASA and the Group, including the resolution on the distribution of profits
 
The annual report for 2008 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 2008.
 
5. Establishment of the directors' remuneration 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 2008, the board of directors received authorisation to implement share capital increases of up to NOK 2,000,000 over a period of one year, corresponding to 4,000,000 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 2,100,000, corresponding to 4,200,000 shares. The authorisation will be valid until the annual general meeting in 2010 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 and earn-out payments for acquired companies
- 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 2010.
 
Høvik, 19 March 2009
The board of directors of Data Respons ASA
 
Appendix 1: Registration form/proxy form
Appendix 2: Annual report for 2008 containing the financial statements, the report of the board of directors and auditors' report
Appendix 3: Recommendations from the nomination committee to the General Assembly 2009
 
 
FOR FURTHER INFORMATION PLEASE CONTACT:
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 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 2008 the company had a total of 511 employees.
 
More information on Data Respons ASA can be found on our website: http://www.datarespons.com