NOTICE OF THE ANNUAL GENERAL MEETING OF EDB BUSINESS PARTNER ASA

Transcription

1 EDB Business Partner ASA Nedre Skøyen vei 26 Tel: P O Box 640 Skøyen Fax: Oslo, Norway Bankgiro: Org. No: NO NOTICE OF THE ANNUAL GENERAL MEETING OF EDB BUSINESS PARTNER ASA Notice is hereby given that the Annual General Meeting of EDB Business Partner ASA will be held on Wednesday 7 May 2008 at 15:30 hrs at the offices of EDB Business Partner ASA, Nedre Skøyen vei 26, Oslo. Items on the agenda: 1. The Chairman of the Board of Directors will open the Annual General Meeting, including taking a register of shareholders present In accordance with the Public Limited Companies Act Section 5-12 first paragraph, the Chairman of the Board of Directors will open the Annual General Meeting. 2. Election of a person to chair the meeting 3. Approval of the notice calling the meeting and the agenda 4. Election of a person to join the chairman of the meeting in signing the minutes of the meeting 5. Report on the company s current situation 6. Report from the Compensation Committee, and to consider the Board s guidelines for determining the salaries of executive management pursuant to Section 6-16a of the Public Limited Companies Act The statement by the Board in accordance with Section 6-16a of the Public Limited Companies Act on determining the salary and other remuneration of executive management is included as an appendix to this notice (Appendix 1). The Board s guidelines for determining the salary of EDB s executive management for the next financial year are explained in section 2 of the statement. In accordance with Section 5-6, third paragraph, of the Public Limited Companies Act, the Annual General Meeting should vote in an advisory capacity on the Board s guidelines for the remuneration of executive management. The Board s guidelines for remuneration in the form of allotment of shares, subscription rights, share options and other forms of remuneration linked to shares or the performance of the EDB Business Partner ASA share price or share price in other companies within the same group require the approval of the Annual General Meeting. The Annual General Meeting hereby endorses the Board s principles for determining the salaries of EDB s executive management for the current financial year as set out in section 2 of the Board s statement pursuant to the provisions of Section 6-16a of the Public Limited Companies Act on determining the salary and other remuneration of executive management. 7. Report from the Audit Committee Page 1 of 15

2 8. Approval of the Annual Accounts and Annual Report for the financial year 2007, including the allocation of the profit for the year 2007 and the distribution of a dividend The Board proposes that the profit for 2007 of NOK million should be transferred to other equity. The Board also proposes that a dividend of NOK 1.20 per share should be paid. The dividend will be charged other equity. The Board proposes that the EDB share should be listed ex-dividend from 8 May 2008 and that the dividend should be distributed on 28 May 2008 to shareholders registered in the share register on 7 May The Board proposes that the Annual General Meeting should approve the following resolutions: The Board s proposal for the annual accounts and the annual report for 2007 is hereby approved. The Board s proposal for the allocation of the profit for 2007 of NOK million to other equity is hereby approved. The Board s proposal for a dividend of NOK 1.20 per share is hereby approved. The dividend will be charged other equity. The EDB share will be listed ex-dividend from 8 May 2008 and the dividend will be distributed on 28 May 2008 to shareholders registered in the share register on 7 May Approval of remuneration to the company s auditor The company s auditor has calculated fees for 2007 of NOK 1,171,000 in total, of which NOK 935,000 relates to statutory audit work and NOK 236,000 relates to services other than the audit. The Board has no objection to these amounts. The Board therefore proposes that the Annual General Meeting should approve the following resolution: The auditor s fees for 2007 of NOK 1,171,000 are hereby approved. 10. Approval of the remuneration of the Board Pursuant to the mandate for the Election Committee, the Committee proposes the following remuneration for the members of the Board for 2007: Chairman of the Board NOK 330,000 (change from NOK 280,000 in 2006) Deputy Chairman of the Board NOK 230,000 (change from NOK 220,000 in 2006) Members of the Board NOK 200,000 (change from NOK 190,000 in 2006) Deputy members elected by employees NOK 11,000 per meeting (change from NOK 10,000 in 2006) In addition, the Committee proposes that members of the Board who have to make a particularly long journey to attend meetings may, subject to agreement by the Chairman of the Board and the Chairman of the Election Committee, be paid an additional remuneration of NOK 63,000 per annum (change from NOK 60,000 in 2006). The Committee proposes that Members of the Compensation Committee and the Audit Committee should receive remuneration for the additional work of NOK 11,000 per meeting attended (change from NOK 10,000 in 2006). Page 2 of 15

3 The Election Committee s proposal for the remuneration of the Board for 2007 as set out below is hereby approved: Chairman of the Board NOK 330,000 Deputy Chairman of the Board NOK 230,000 Members of the Board NOK 200,000 Deputy members elected by employees NOK 11,000 per meeting Members of the Board who have to make a particularly long journey to attend meetings may, subject to agreement by the Chairman of the Board and the Chairman of the Election Committee, be paid an additional remuneration of NOK 63,000 per annum. The additional remuneration for members of the Compensation Committee and the Audit Committee shall be NOK 11,000 per meeting attended 11.. Approval of the remuneration of the Election Committee Pursuant to 8 of the company s Articles of Association and Section 4 of the Mandate for the Election Committee, the Board of Directors proposes the following remuneration for the members of the Election Committee for 2007: NOK 10,000 per meeting (unchanged from 2006). The remuneration of the members of the Election Committee for 2007 shall be NOK 10,000 per meeting. 12. Authorisation for the Board to issue shares The Annual General Meeting held on 9 May 2007 granted the Board an authorisation to issue up to 9,135,018 shares. This authorisation is valid until the next Annual General Meeting, and in any case no later than 1 June The Board considers it appropriate for the Annual General Meeting to grant a new authorisation in order to provide for any possible acquisitions of other businesses where consideration takes the form, in whole or part, of shares. Such an authorisation will make it quicker and easier for the company to participate in a structural transaction that may be essential to secure EDB s position as a significant player in the IT market. This proposal involves waiving the preferential rights of shareholders to subscribe for such new shares. It is proposed that the authorisation should be limited to 10% of the company s share capital. - Pursuant to Section of the Public Limited Companies Act, the Annual General Meeting hereby authorises 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 The authorisation may be utilised in one or several share issues. - The authorisation may be used to issue shares as consideration for a full or partial acquisition of other businesses. - The authorisation includes increase of 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 Limited Companies Act, cf. Section (2) no. 4 and no. 6 of the Public Limited Companies Act. - The Board may decide to set aside the preferential rights of existing shareholders to subscribe for the shares to be issued pursuant to Section 10-4 of the Public Companies Act. Page 3 of 15

4 - This authorisation shall be valid until the date of the next Annual General Meeting, but in any case no longer than until 1 June This authorisation replaces the authorisation 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 authorisation has not been exercised. 13. The 2006 share option scheme for key employees and grant of authorisation for the Board to acquire own shares The Annual General Meeting held on 10 May 2006 approved a share option scheme for key employees of EDB. The scheme is subject to annual renewal by the Annual General Meeting, and the Annual General Meeting held on 9 May 2007 approved renewal of the scheme. The main features of the 2006 share option scheme are as follows: - Total of 2.7 million options - To be granted to important key employees subject to more detailed criteria - Three-year vesting period - When options are exercised, settlement can take the form either of delivering shares from the company s holding of its own shares or by cash payment. The Board has approved a program for purchases of the company s own shares. - Options can only be exercised if the share price is at least equal to the share price at the date the options were granted plus interest equivalent to 5.38 % per annum or % per month (not compounding). - The gain any individual may derive from the share option scheme is restricted to 250% of the share price at the date the options were granted. The most important criteria for selecting employees for allocating share options have been as follows: - At the group executive management level: Employees who report directly to the Chief Executive Officer, the executive management team, heads of subsidiary companies - Strategic significance - Long-term potential - Selection and recommendation by the Chief Executive Officer - Scope to include employees not in the above groups on a case-by-case basis The current status of the 2006 share option scheme is that 1,570,000 options are outstanding, held by 44 employees. EDB s main shareholder (Telenor) notified the Board of EDB prior to the Annual General Meeting held on 9 May 2007 that it would not support any further allocations of options. However, Telenor would support the resolutions required to complete agreements already entered into. The Board therefore found it appropriate to submit proposals to the Annual General Meeting in accordance with this approach, and the Annual General Meeting held on 9 May 2007 approved these proposals. For the same reasons, the Board proposes that this year s Annual General Meeting should approve the necessary resolution to complete the option scheme approved in The value of the share option scheme if implemented on the assumptions made in 2006 was approximately NOK 30 million. Since the remaining 850,000 options will not be allocated, the value of the option scheme is estimated to be limited to approximately NOK 20 million. The effect for 2007 was NOK 6.7 million. Page 4 of 15

5 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 had 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 (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 Board also proposes that the Annual General Meeting should approve the following resolution regarding grant of authorisation for the Board to acquire own shares: In connection with the share option scheme for key employees of the EDB group, the Board is hereby authorised pursuant to Section 9-4 of the Public Limited Companies Act to acquire the company s own shares. - This authorisation is subject to the restriction that the maximum nominal value of the shares which may be acquired by the company shall be 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 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 authorisation is valid until the date of the next Annual General Meeting, but in any case no longer than until 1 June Election of three members to the Board to be elected by the shareholders The term of office of three of the six members of the Board elected by shareholders expires at the 2008 Annual General Meeting. The members in question are Anne-Lise Aukner, Anne Grethe Dalane and Hans Kristian Rød. These three members were all elected for a two-year term of office at the Annual General Meeting held on 10 May The term of office of the other 3 shareholder-elected members of the Board (Bjarne Aaamodt (Chairman), Staffan Bohman and Monica Caneman) expires at the 2009 Annual General Meeting. In accordance with the Mandate for the Election Committee, the Election Committee is required to propose candidates for election to the Board of EDB. The Election Committee has proposed the following candidates: Anne-Lise Aukner (to be re-elected as member of the Board for a term of office of up to 2 years) Page 5 of 15

6 Anne Grethe Dalane (to be re-elected as member of the Board for a term of office of up to 2 years) Anders Brandt (to be elected as member of the Board for a term of office of up to 2 years) The Election Committee justifies its proposal for the election of Anders Brandt as follows: Anders Brandt (47) has worked in the area of Internet solutions for many years, and his experience includes involvement in building up both the market research company MMI 4 Fakta and dinside.no. He currently works as a consultant with IdéKapital, of which he is a part owner. IdéKapital is a consulting firm with a particular focus on the Internet. He is recognised as a technical expert, both as a speaker at conferences and as a contributor to technical journals. His particular focus in IT development is on user interface technology and marketing. He is a board member for a number of companies, including Telepress and Viken Fibernett. The Election Committee is of the opinion that Anders Brandt will be a good addition to the Board of Directors, both complementing its existing expertise and bringing additional expertise. Anne-Lise Aukner is hereby re-elected as a member of the Board for a term of office of up to 2 years Anne Grethe Dalane is hereby re-elected as a member of the Board for a term of office of up to 2 years Anders Brandt is hereby elected as a member of the Board for a term of office of up to 2 years 15. Election of two members to the Election Committee The term of office of two of the three members of the Election Committee expires at the 2008 Annual General Meeting. The members in question are Erik Amlie (Chairman) and Bjørn Magnus Kopperud. The term of office of the other member of the Election Committee (Nils Bastiansen) expires at the 2009 Annual General Meeting. In accordance with Article 8 of the company s Articles of Association, the Election Committee shall submit proposals to the Annual General Meeting for the election of Chairman and other members of the Election Committee. The Election Committee has made the following proposal: Erik Amlie (Chairman) and Bjørn Magnus Kopperud be re-elected (for a term of office of 2 years). Erik Amlie is hereby re-elected as a member and Chairman of the Election Committee (for a term of office of 2 years). Bjørn Magnus Kopperud is hereby re-elected as a member of the Election Committee (for a term of office of 2 years). 16. Changes to the Mandate for the Election Committee The current Mandate for the Election Committee was approved by the Annual General Meeting held on 9 May The Board proposes six changes to the provisions of the Mandate for the Election Committee, in part to bring it better into line with the revised Norwegian Code of Practice for Corporate Governance issued on 4 December This involves changes to Sections 1, 2 and 3. Page 6 of 15

7 Proposed changes No. 1 and No. 2 (Section 1, second paragraph, of the Mandate for the Election Committee): The revised Norwegian Code of Practice for Corporate Governance recommends at Chapter 7 (Election committee) that a company s guidelines for its election committee should include rules for rotation of the members of the committee. The Board therefore proposes that this be included explicitly in the Mandate for the Election Committee. Even if the General Meeting is entitled at any time to make changes to the composition of the Board of Directors and the Election Committee, the Election Committee has proposed that its recommendations for appointments should specify that they are for a period of up to 2 years. The Board proposes that this should be specified in the Mandate for the Election Committee. In addition to the necessary change to Section 1, second paragraph (which relates to nominations for members of the Election Committee) the Board proposes that this requirement should be clarified by a new second paragraph in Section 2. Section 1, second paragraph, of the Mandate for the Election Committee is amended to read as follows: The Election Committee shall nominate candidates for, including Chairman of, the Election Committee to the Annual General Meeting. The members of the Election Committee shall be elected for a term of office of up to 2 years. In order to ensure continuity, normally no more than two of the three positions on the committee will be subject to re-election at each Annual General Meeting. There should be rotation of the members of the Election Committee. Proposed change No. 3 (New second paragraph, Section 2, of the Mandate for the Election Committee): For the same reason as that put forward for proposed change No. 2, it is proposed that a new general paragraph be added to clarify the length of the term of office for nominations. New second paragraph, Section 2, of the Mandate for the Election Committee to read: Nominations shall be for a term of office of up to 2 years. Proposed change No. 4 (Section 2, final paragraph, of the Mandate for the Election Committee): The revised Norwegian Code of Practice for Corporate Governance recommends at Chapter 9 (Work of the Board of Directors) that board committees should be termed committees when they are elected by the General Meeting and otherwise be termed sub-committees, for example the audit sub-committee. This is in accordance with the proposal for implementation in Norwegian law of the 8th Company Law Directive. The Board of EDB currently operates an Audit Committee and a Compensation Committee. The mandates for both these bodies are currently only issued in the English language. However, both bodies are mentioned in the Mandate for the Board of Directors and in the Mandate for the Election Committee. The Board has amended the Mandate for the Board of Directors to refer to the Audit Sub-Committee and the Compensation Sub-Committee. The Board proposes that the Annual General Meeting should make similar changes to the Mandate for the Election Committee. Section 2, final paragraph, of the Mandate for the Election Committee to read as follows: The Election Committee shall submit proposals for approval by the Annual General Meeting for the remuneration to be paid to the members of the Board, the Chairman of the Board, the Deputy Chairman of the Board and any deputy members of the Board. The Election Committee shall also submit proposals for approval by the Annual General Meeting for any Page 7 of 15

8 additional remuneration to be paid in respect of any sub-committees established by the Board of Directors. Proposed change No. 5 (Section 3, fourth paragraph, of the Mandate for the Election Committee): The revised Norwegian Code of Practice for Corporate Governance recommends at Chapter 7 (Election Committee) that there should be a clear definition in the relevant mandate of the information that should be included in the election committee s proposals, and specifically relevant information on the candidates and their independence. The Board proposes that suitable requirements should be included in the Mandate for the Election Committee. Section 3, fourth paragraph, of the Mandate for the Election Committee shall be amended to read as follows: Having evaluated all such matters, the Election Committee shall submit its proposed list of candidates to the Annual General Meeting in accordance with this Mandate. The recommendation shall include relevant information on the candidates proposed. This should include information on each candidate s competence, capacity and independence. Information on the members of the Board of Directors should include each individual s age, education and business experience. Information should be given on how long each individual has been a member of the Board of Directors and any assignments carried out for the company, as well as the individual s material appointments with other companies and organisations. In the case of a proposal for re-election, the recommendation can refer to the information already provided in the Annual Report. Proposed change No. 6 (Section 3, new seventh paragraph, of the Mandate for the Election Committee): The revised Norwegian Code of Practice for Corporate Governance recommends at Chapter 7 (election committee) that there should be a clear requirement in the relevant mandate for the election committee to provide an account of how it has carried out its work as part of the recommendations it submits to the Annual General Meeting. The Board proposes that this should be included in the Mandate for the Election Committee. Section 3, new seventh paragraph, of the Mandate for the Election Committee to read as follows: When reporting its recommendations to the Annual General Meeting, the Election Committee shall also provide an account of how it has carried out its work. The Board s proposal for the new wording of the Mandate for the Election Committee is appended to this Notice (Appendix 2). Page 8 of 15

9 In accordance with Article 7 of the company s Articles of Association, shareholders who wish to participate in the Annual 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: or by written notice to EDB Business Partner ASA, PO Box 640 Skøyen, N-0214 Oslo, Norway, or by telefax to The Board has decided that such notification must be received by the company no later than 09:00 hrs on Tuesday 6 May 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 3) and Nomination of Proxy (Appendix 4). Oslo, 16 April 2008 The Board of Directors of EDB Business Partner ASA Bjarne Aamodt Chairman Page 9 of 15

10 Appendix 1 Statement by the Board of Directors of EDB Business Partner ASA pursuant to Section 6-16a of the Public Limited Companies Act in respect of salary and other remuneration of the executive management 1. Determination of salary and other remuneration of the Chief Executive Officer and other members of executive management (Section 6-16a, first paragraph, of the Public Companies Act) The level of salary and bonus payments for the members of the group s executive management are decided by the Board following proposals by the Compensation Sub-Committee. The Board of EDB has approved a bonus scheme for the members of executive management, whereby each individual can achieve a bonus not exceeding 50% of annual salary. 50% of any such bonus is paid on the basis of achieving key targets, while 50% is at the discretion of the Chief Executive Officer. The Compensation Sub-Committee may also propose bonus payments for exceptional effort even if the company s earnings targets are not met. In the case of the Chief Executive Officer, the proposal for annual salary increase and bonus is made by the Chairman of the Board and the Compensation Sub-Committee. The Chief Executive Officer has waived the redundancy rights provided by chapter XII of the Working Environment Act, but has an individual agreement to receive salary for 12 months following the normal notice period of 6 months. Salary payable for the 12-month period would be reduced by up to 75% in respect of other income. However, if the Chief Executive Officer s employment is terminated as a result of a change in the ownership structure of the company, he is entitled to receive salary for 18 months following the normal notice period of 6 months with no reduction in respect of other income. Some of the group s Executive Vice Presidents have agreements entitling them to salary for periods of up to 6 months following the normal notice period of 6 months. The members of executive management are included in the group s defined benefit group pension scheme in addition to an operations-based pension plan for the portion of salary that exceeds 12 times the National Insurance base amount (G), cf. Note 4 to the Annual Accounts for In the event an individual leaves the company s service before retirement age, accrued operationsbased pension benefits will be paid as salary. Members of executive management have not received remuneration or any other financial benefit from other companies in the same group other than as shown in Note 3 to the Annual Accounts. No additional remuneration is paid to the members of executive management for special services additional to their normal management responsibilities. A share option scheme for the Chief Executive Officer and other members of executive management has been approved by the Annual General Meeting. The Board has been granted a mandate to allocate options based on pre-defined criteria. Further details of the option scheme can be found in Note 5 to the 2007 Annual Accounts. 2. Guidelines for determining salary and other remuneration for the next accounting year (Section 6-16a, second paragraph, of the Public Companies Act) The remuneration of the members of EDB s group management in the form of salary and other benefits shall be determined in accordance with the following principles: a. Remuneration shall be competitive in relation to senior management salaries in large Nordic IT companies. b. Remuneration shall be made up of both a fixed element and a variable element. The fixed element will be made up of basic salary and certain standard employment benefits, plus an additional amount in the case of certain key positions for the responsibility involved. The Page 10 of 15

11 variable element will take the form of a bonus. The additional amount for responsibility will be determined individually each year, and the post-tax amount of this payment must be invested in EDB shares that cannot be sold for three years. Total remuneration also includes pension contributions in accordance with Item 1 above. In addition, the Chief Executive Officer and the group s Executive Vice Presidents have the benefit of agreements on compensation payments upon leaving employment, cf. Item 1 above. c. The bonus scheme shall reflect both the company s results and the individual employee s performance, and shall take the form of a bonus program. For the members of executive management, bonus payments can be up to 50% of basic salary. 50% of any such bonus is paid on the basis of achieving key targets, while 50% is at the discretion of the Chief Executive Officer. As a general rule, no bonus payments will be made if the EBITA reported in the audited consolidated accounts is less than the target set for the year in question. However, bonus payments may be made for extraordinary effort even if the EBITA reported in the audited consolidated accounts is less than the target set for the year in question. The bonus payable to the Chief Executive Officer may exceed the guidelines and limits mentioned in this section. The Board of Directors has established detailed guidelines to implement the above principles. 3. Statement on the policy for executive management remuneration applied during the previous accounting year, including how the guidelines for determining executive management remuneration have been applied (Section 6-16a, third paragraph, of the Public Limited Companies Act) In 2007, EDB complied with the principles and guidelines considered and approved by the Annual General Meeting held on 9 May 2007 as set out in the Board s Section 6-16a statement and specifically the guidelines decided by the Board in its policy on the Guidelines for the salary and other remuneration of the Chief Executive Officer and other members of executive management of the EDB Business Partner ASA group. The guidelines include a requirement that all remuneration agreements and annual remuneration approvals for the members of executive management must be evaluated by the Compensation Sub-Committee and be approved by the full Board of Directors. A review of the general level of remuneration for the executive management of EDB was carried out in 2007 with the assistance of an external supplier. 4. The implications for the company and the shareholders of agreements on remuneration entered into or amended during the previous accounting year (Section 6-16a, fourth paragraph, of the Public Companies Act) The cost recognised in the accounts for the remuneration for executive management in 2007 totalled NOK 24.4 million. In addition, pension rights accrued in the year totalled NOK 3.4 million. Share options were allocated to only four members of executive management in The total value of the options allocated in 2007 was NOK 3.3 million at 31 December Further details on the salary and benefits of executive management can be found in Note 2 to the Annual Accounts. Oslo, 12 March 2008 Bjarne Aamodt Chairman Page 11 of 15

12 MANDATE FOR THE ELECTION COMMITTEE of EDB Business Partner ASA as amended by the Annual General Meeting on 7 May 2008 Appendix 2 1. Appointment of the Election Committee EDB Business Partner ASA shall have an Election Committee of three members, appointed by the Annual General Meeting. The Election Committee shall nominate candidates for, including Chairman of, the Election Committee to the Annual General Meeting. The members of the Election Committee shall be elected for term of office of up to 2 years. In order to ensure continuity, normally no more than two of the three positions on the committee will be subject to re-election at each Annual General Meeting. There should be rotation of the members of the Election Committee. Members of the Board of Directors of EDB Business Partner ASA will not be eligible for appointment to the Election Committee. The management of EDB Business Partner ASA will make the services of a secretariat available to the Election Committee in accordance with the wishes of the Committee. 2. The duties of the Election Committee In accordance with the Articles of Association of EDB Business Partner ASA, the Election Committee shall make proposals to the General Meeting on the following matters: - Nominations for candidates to be elected by shareholders to the Board of Directors, including the Chairman of the Board of Directors - Nominations for any candidates to be elected by shareholders as deputy members of the Board of Directors - Nominations for candidates to be elected to the Election Committee, including the Chairman of the Election Committee Nominations shall be for a term of office of up to 2 years. The Deputy Chairman of the Board of Directors is elected by the Board of Directors itself, among its members. The Election Committee shall submit proposals for approval by the Annual General Meeting for the remuneration to be paid to the members of the Board, the Chairman of the Board, the Deputy Chairman of the Board and any deputy members of the Board. The Election Committee shall also submit proposals for approval by the Annual General Meeting for any additional remuneration to be paid in respect of any sub-committees established by the Board of Directors. 3. The work of the Election Committee The Election Committee shall ensure that it is familiar with EDB Business Partner ASA s business plan, and on this basis form a view of the composition of expertise required on the Board of Directors. The Election Committee shall evaluate the expertise of the members of the Board not due to retire at the next Annual General Meeting. By comparing this with the overall composition of expertise Page 12 of 15

13 considered desirable for the Board, the Election Committee will identify criteria to select candidates for the positions due for election at the next Annual General Meeting. The Election Committee shall carry out a search process to identify candidates for nomination who satisfy the relevant criteria. In doing this the Election Committee shall also take into account issues such as any conflicts of interest, business ethics, gender and nationality. The Committee shall also ensure that there are no obstacles to electing the candidates selected, and shall check that they are willing to accept the appointment if it is offered. The Election Committee shall advise candidates of its view that members of the Board of Directors should hold shares in the company. Having evaluated all such matters, the Election Committee shall submit its proposed list of candidates to the Annual General Meeting in accordance with this Mandate. The recommendation shall include relevant information on the candidates proposed. This should include information on each candidate s competence, capacity and independence. Information on the members of the Board of Directors should include each individual s age, education and business experience. Information should be given on how long each individual has been a member of the Board of Directors and any assignments carried out for the company, as well as the individual s material appointments with other companies and organisations. In the case of a proposal for re-election, the recommendation can refer to the information already provided in the Annual Report. The Election Committee shall submit its list of candidates no later than one month before the Annual General Meeting. The Election Committee shall carry out an annual evaluation of the level of remuneration paid to the members of the Board, the Chairman of the Board, the Deputy Chairman, as well as the deputy members, and shall submit proposals to the Annual General Meeting if it considers any changes should be made. When reporting its recommendations to the Annual General Meeting, the Election Committee shall also provide an account of how it has carried out its work. The Election Committee shall be represented at Annual General Meetings when the Chairman of the Committee submits the Committee s recommendations. If the Committee s recommendations are not unanimous, this must be stated in the recommendation, and each member of the Committee will be entitled to explain his or her views. The Election Committee shall use its best endeavours to answer any questions from the Annual General Meeting. 4. Remuneration of the Election Committee The remuneration paid to the members of the Election Committee shall be decided annually by the Annual General Meeting having considered recommendations from the Board of Directors. Page 13 of 15

14 To: EDB Business Partner ASA PO Box 640 Skøyen 0214 OSLO Norway Appendix 3 (Or: Telefax: ) NOTICE OF INTENTION TO PARTICIPATE IN THE ANNUAL GENERAL MEETING OF EDB BUSINESS PARTNER ASA Wednesday 7 May 2008 at 15:30 hrs I / we represent the following shares: Own shares: shares As Proxy for: Total of shares shares shares shares shares Place and date Name (Please print) Signature Shareholders may also give notice of their intention to attend electronically see the EDB website at Any power(s) of attorney must be duly signed and submitted to the company in writing either by post or telefax. In order to participate in the Annual General Meeting, kindly send this form to the company. Notification of your intention to participate must be received by the company no later than 09:00 hrs on Tuesday 6 May Page 14 of 15

15 To: EDB Business Partner ASA PO Box 640 Skøyen 0214 OSLO Norway Appendix 4 (Or: Telefax: ) NOMINATION OF PROXY As the holder of share(s) in EDB Business Partner ASA, I/we hereby appoint: (Chairman of the Board, Chief Executive Officer or other authorised individual) (Name) as my/our proxy to vote on my/our behalf at the Annual General Meeting of EDB Business Partner ASA to be held on Wednesday 7 May 2008 at 15:30 hrs. If the proxy is nominated only in respect of specific matters, this must be specified below: Place and date Name (Please print) Signature This power of attorney must be duly signed and submitted to the company in writing either by post or telefax. This proxy nomination form must be received by EDB Business Partner ASA no later than 09:00 hrs on Tuesday 6 May Page 15 of 15