sign in sign up
<<
Home , Annual General Meeting

1/5

Office translation of the

MINUTES

OF

THE ANNUAL GENERAL

OF

ATEA ASA

(org. No. 920 237 126)

The Annual General Meeting was held on Thursday, April 29th 2010, at 10:00 am, at the ’s offices at Brynsalléen 2, Oslo.

The ’ notice of an Ordinary General Meeting of April 8th 2010 stipulated the following

Agenda

1. Election of for the meeting

2. Election of an individual to sign the jointly with the chairperson

3. Approval of the notice of the meeting and agenda

4. Report from the CEO

5. Approval of the financial statements and annual report for 2009 for the parent company and group, including year-end allocations

6. Resolution regarding distribution of dividend

7. Approval of the auditor's fees

8. Adoption of the remuneration to be paid to board members

9. Election of new board of directors

10. Board of Director's declaration and guidelines in accordance with Section 6-16a of the Norwegian Public Limited Liability Act

11. Power of attorney to the Board of Directors to increase the share capital in connection with the fulfilment of the company's share option programme

12. Power of attorney to the Board of Directors to buy back shares in Atea pursuant to Section 9-4 of the Norwegian Public Limited Liability Companies Act

13. Amendment of the .

------

2/5

The Chairman of the Board, Mr. Ib Kunøe, opened the meeting and informed about the list of who were present, either in person or by proxy, as recorded by DnB NOR.

According to the list 49,151,768 shares and a corresponding number of votes were represented (representing 52.34% of the total share capital).

The list is attached to these minutes.

1. Election of chairperson for the meeting

Nils Olav Årseth was elected as the chairperson for the meeting.

2. Election of an individual to sign the minutes together with the chairperson

Lars Bjørnstad was elected to sign the minutes jointly with the chairperson.

3. Approval of the notice of the meeting and agenda

The notice of meeting and agenda were approved.

4. Report from the CEO

The CEO accounted for the positive development of the Group since the last General Meeting and for the acquisitions made. The report was taken into consideration.

5. Approval of the financial statements and annual report for 2009 for the parent company and group, including year-end allocations

An account was given for the proposed financial statements for the parent company and group and the Board of Directors’ annual report.

The financial statements show a profit for the year of MNOK 382.4 for the Group and a profit of MNOK – 280.6 for the parent company.

The company auditor attended the meeting.

The General Meeting made the following resolution:

The financial statements and annual report are approved.

Profit for the year is transferred to other (free) equity according to the Board of Directors’ proposal.

6. Resolution regarding distribution of dividend

In accordance with the Board of Directors’ proposal for distribution of dividend, the General Meeting made the following resolution:

Distribution of dividend shall be made with NOK 1.25 for each share, providing a total distribution of NOK 119,408,777.50. The shares shall be traded exclusive of dividend the 30th of April 2009.

3/5

7. Approval of the auditor’s fees

An account was given for the auditor’s assignments and fees for 2009.

The General Meeting made the following resolution:

The auditor’s fees for 2009 shall be covered on a reimbursement basis.

8. Adoption of the remuneration to be paid to board members

The Election ’s proposal for remuneration of the members of the Board of Directors for 2009 was presented to the General Meeting.

In accordance with the Election Committee’s proposal the General Meeting made the following resolution:

Remuneration to the Chairman of the Board for 2009 is set to NOK 300,000.

Remuneration to elected board members for 2009 is set to NOK 150,000 each.

Remuneration to employee elected board members for 2009 is set to NOK 100,000 each.

9. Election of new board members.

In accordance with the Nomination Committee’s proposal (cf. the Articles of Association § 7) the following new members of the board of directors were elected:

Ib Kunøe (re-elected), Sigrun Hjelmquist (re-elected), Kristine M. Madsen (re-elected), Sven Madsen (re-elected) and Morten Jurs (new election).

10. The Board of Director’s declaration and guidelines according to Section 6-16a of the Norwegian Public Limited Liability Companies Act

The Board of Directors’ declaration regarding determination of salaries and other remuneration of executive employees was presented. Approval of the Board of Directors’ guidelines for the determination of executive salaries was granted. The proposed guidelines with regard to future allocation of share options (according to the Norwegian Public Limited Liability Companies Act § 6- 16a, first sentence, third period, number 3) were presented, and the General Meeting made the following resolution:

The guidelines proposed by the Board of Directors with regard to share options etc. as provided in the Norwegian Public Limited Liability Companies Act § 6-16a, first sentence, third period, number 3, are approved.

11. Power of attorney to the Board of Directors to increase the share capital in connection with the fulfilment of the company's share option programme

A presentation was given of the Board of Director’s desire to accomplish a share option programme for executives and key employees in the Group that shall contribute to the providing of competitive employment terms for such personnel.

4/5

In accordance with the Board of Directors’ proposal the General Meeting made the following resolution:

The Board of Directors shall be granted power of attorney pursuant to Section 10-14 of the Norwegian Public Limited Liability Companies Act to increase the share capital by a maximum of NOK 30,000,000 through the issuance of a maximum of 3,000,000 shares in Atea ASA, each with a par value of NOK 10, by one or more private offerings to employees of the group, as part of an option/incentive programme.

In the event of any changes to the company's share capital or the number of outstanding shares, as a result of a share split, bonus issue, new issue with pre-emptive rights to the existing shareholders, reduction of the share capital by repayment to the shareholders, demerger, merger, etc., then the power of attorney shall be adjusted correspondingly with regard to the number of shares that may be issued, total share capital increase and subscription price, in accordance with the generally recognised principles for such adjustments. Such an adjustment may, however, not be in violation of the framework of the Norwegian Limited Companies Act with regard to the total number of shares that may be issued pursuant to powers of attorney to the Board of Directors or the Act's restrictions with regard to subscribing for shares at prices below the par value.

It shall be possible to waive the shareholders’ pre-emptive subscription rights. This power of attorney will remain valid until the Annual General Meeting in 2011, and it will expire no later than 30 June 2011.

The Board of Directors will determine the terms of subscription and other terms. The Board of Directors is hereby authorised to amend Article 4 of the Articles of Association as the power of attorney is utilised."

12. Power of attorney to the Board of Directors to buy back shares in Atea pursuant to Section 9-4 of the Norwegian Public Limited Liability Companies Act

A presentation was given of the Board of Directors’ proposal to authorise the Board of Directors’ to buy back Atea shares.

The General Meeting made the following resolution:

The Board of Directors of Atea ASA shall be granted power of attorney to allow Atea ASA and/or its subsidiaries to acquire shares in Atea ASA with a maximum par value of NOK 70,000,000. The minimum and maximum price that may be paid for each share is NOK 10 (par value) and NOK 200, respectively. The Board of Directors is free to elect the methods to be used for the acquisition and sale of the company's own shares. The buyback etc. of shares may be carried out until the Annual General Meeting in 2011, but no later than 30 June 2011.

In the event of any changes to the company's share capital or the number of outstanding shares, as a result of a share split, bonus issue, new issue with pre-emptive rights for the existing shareholders, reduction of the share capital by repayment to the shareholders, demerger, merger, etc., then the power of attorney shall be adjusted proportionately in accordance with the generally recognised principles for such adjustments.

The power of attorney granted to the Board of Directors in the Annual General Meeting 29 April 2009 for acquisition of own shares is rescinded as from the time when the new power of attorney is registered.

5/5

13. Amendment of the Articles of Association

A presentation was given of the Board of Directors’ proposal to amend the Articles of Association.

In accordance with the Board of Directors’ proposal the General Meeting made the following resolution:

§ 9: The right to participate and to vote at the General Assembly may only be exercised to the extent that the transfer of shares has been registered in the shareholders register within the fifth weekday prior to the general assembly (the registration day).

§ 10: Shareholders who want to participate in the General Assembly, personally or by proxy, shall give notice to the company within a certain deadline to be stated in the summons. The deadline may not be longer than 5 days in advance of the date of the General Assembly. A shareholder that has not given notice within the deadline may be denied participation in the General Assembly.

§ 11: Shareholders may cast their votes in writing or electronically no later than 2 days prior to the General Assembly. The Board of Directors sets forth the details on how the casting of the votes shall be carried out in the summons for the General Assembly.

The Articles of Association’s current § 9 shall become new § 12.

______

All decisions were made with the required majority. The votes provided for each of the items at the agenda is provided in the attached voting schedule.

There were no additional items on the agenda. The General Meeting was adjourned.

______Nils Olav Årseth Lars Bjørnstad

Note: in the event of discrepancies between the English translation and the Norwegian document, the Norwegian version shall prevail.