PROTOCOL ANNUAL GENERAL MEETING
On April 22nd, 2010 at 2.00 PM the annual general meeting was held at Data Respons ASA.
In person or by proxy 21,149,455 shares of a total of 46,833,076 were represented. This constitutes 45.16 % of the share capital. An overview of shareholders represented at the meeting, with a statement of number of owned shares, is enclosed with the protocol.
Agenda:
1. Opening of the meeting by the chairman of the board and registration of the shareholders present
The chairman of the board declared the annual meeting as opened and informed that 21,149,455 shares of a total of 46,833,076 shares were represented.
2. Election of chairperson and a person to co-sign the minutes with the chairperson of the meeting
The chairman of the board was elected as the chairperson and Jan Erik Gønvold was elected to co- sign the protocol with the chairperson.
3. Approval of the notice of the meeting and the proposed agenda
There were no objections to the notice of the meeting or agenda. The annual general meeting was declared legal.
4. Approval of the financial statements and annual report for 2009 for Data Respons ASA and the group.
It was referred to the distributed financial statement and annual report for Data Respons ASA and the group, as well as the following board proposal:
“The board’s proposed annual financial statements for 2009 for Data Respons ASA and the Group, including the proposed income statement and balance sheet including notes, and the proposed report of the board of directors for Data Respons ASA and the Group, and the board’s proposed distribution of the profits for the year, be adopted. No dividend shall be paid.”
No comments emerged. No comments emerged for the auditor’s statement for 2009. The financial statement, annual report and the board’s proposal for distributing the result were unanimously passed.
5. Stipulation of remuneration to the board of directors, the nomination committee and auditor
The chairman of the board read the proposal for the director’s fee for 2009 of NOK 28,000 per meeting for the chairman of the board, NOK 17,600 for the board members, and NOK 25,000 for the whole period for the employee representatives, with half the rate for meetings conducted via conference calls. Total remuneration for the board was NOK 744.000, which is within the frame approved by the last annual general meeting of NOK 837,200 (based on the elected composition of the board and remuneration for a maximum of 8 meetings). The remuneration of the board of directors for 2009 was unanimously approved.
For 2010 the nomination committee has proposed a changed structure on the remuneration for the board, whereby the board members are paid a fixed annual remuneration. This reflects an expectation that the board members also should remain somewhat active between board meetings. For the upcoming period until the next annual general meeting it is proposed that the chairman of the board is remunerated with NOK 275,000, board members elected by shareholders with NOK 150,000, and employee representatives with NOK 25,000. The nomination committee also proposed an additional remuneration to the board members that participate in the audit committee and the compensation committee with NOK 10,000 per meeting for the chairman of the respective committee and NOK 5,000 per meeting for the other members. The remuneration for the board of directors for 2010 was unanimously approved.
The chairman of the board read the auditor’s proposal for auditor’s fee for 2009 of NOK 291,000 for Data Respons ASA. Auditor’s fee for the Data Respons group was in total NOK 1,237,000. No comments emerged. The auditor’s fee was unanimously approved.
The proposal for remuneration of the nomination committee for 2009 was NOK 10,000 for the chairman and NOK 7,000 for the other members, giving a total of NOK 38,000. The proposal was unanimously approved.
6. Authorisation to increase the share capital by issuing shares to key personnel through a share option scheme – incentive scheme.
The board proposed a new share option scheme with the purpose of promoting long-term value creation by establishing incentives for value creation for key personnel in the Group, and to facilitate coinciding interests between the management and shareholders through share ownership. The board proposed the following resolution:
“The board is authorised to establish a share option scheme for key personnel employed by the company up to a total framework of 2,340,000 shares, which corresponds to 5% of the number of shares currently outstanding. The share options shall be earned and allocated annually in three equal tranches over a three-year period, and can only be redeemed after a period of three years. The exercise price is established each year as the market rate at the start of each earnings year for one-third of the option framework. The market rate is calculated as equal to the weighted average market rate ten trading days before and ten trading days after the date of the annual general meeting at the start of each of the three allocation years, the first time at the annual general meeting on 22 April 2010.”
The proposal was approved with 19,338,145 votes for and 1,811,310 against.
7. Approval of the board of directors’ declaration on executive pay
In accordance with the provisions of Allmennaksjeloven (Norwegian Public Limited Companies Act), the board has submitted a declaration on executive pay. This declaration appears in note 15 of the annual financial statement.
The declaration was unanimously approved.
8. Election of members to the board
The annual general meeting held April 22nd, 2009 decided:
- Ole Jørgen Fredriksen is elected as the new chairman of the board for a period of 2 years - Ingvild Myhre is elected as a member of the board for a period of 2 years
For 2010 it is referred to the distributed proposal from the nomination committee. Anne-Cecilie Fagerlie and Ingvild Myhre have communicated that they would like to be replaced as board members. The nomination committee recommends that:
- Steinar Hoen is re-elected as a member of the board for a period of 2 years - Lars-Olof Gustavsson is re-elected as a member of the board for a period of 2 years - Bente Loe is elected as a member of the board for a period of 2 years - Silvija Seres is elected as a member of the board for a period of 2 years
The nomination committee’s proposal was unanimously approved.
9. Election of members to the nomination committee
The nomination committee is elected by the annual general meeting for a period of one year. The nomination committee has proposed following nomination committee is elected for 2010:
Patrick Sandahl, as the chairman of the nomination committee Haakon Sæter Albert Collett Kathryn M. Baker
The proposal was unanimously approved.
10. Authorisation for the board of directors to increase the share capital through a share issue
At the annual general meeting in 2009, the board of directors received authorisation to implement share capital increases of up to NOK 2,100,000 over a period of one year, corresponding to 4,200,000 shares. The authorisation has now expired and the board of directors proposed a renewed authorisation to implement share capital increases of up to NOK 2,300,000, corresponding to 4,600,000 shares. The authorisation should be used for share capital increases for the following purposes:
Acquisition of new companies as part of the company’s strategy, as well as payment of earn-out liabilities for already acquired companies 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.
The board proposed the following resolution:
“The board shall be authorised to increase the share capital through new subscription of shares with a total par value of up to NOK 2,300,000 allocated to up to 4,600,000 shares, each with a par value of NOK 0.50. This authority can be exercised in one or several issues. The board can decide to depart from the shareholders’ general right of pre-emption on the shares in accordance with §10-4 of the Norwegian Public Limited Liability Companies Act. The board may decide that the share deposit shall take the form of assets other than cash or rights to incur particular obligations for the company pursuant to § 10-2 of the Norwegian Public Limited Liability Companies Act. This authority shall apply from 22 April 2010 until the date of the 2011 annual general meeting”.
The proposal was unanimously approved.
11. Authorisation for the board of directors to purchase treasury shares
At the annual general meeting in 2009, the board of directors received authorisation to purchase up to 4,000,000 own shares with an equivalent nominal value of NOK 2,000,000. The authorisation has now expired and the board of directors proposed a renewed authorisation to purchase up to 2,000,000 own shares with an equivalent nominal value of NOK 1,000,000.
The purpose of the authorisation is to give the company the facility to implement 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 treasury shares in connection with the whole or partial settlement for acquired companies.
The board proposed the following resolution:
”The board shall be authorised to acquire treasury shares with a par value of up to NOK 1,000,000 allocated to up to 2,000,000 shares, each with a par value of NOK 0.50. The amount that can be paid per share shall be a minimum of NOK 1.00 and a maximum of NOK 50.00. The board shall be free to determine the manner in which shares may be acquired or sold. This authority shall apply from and including 22 April 2010 until the date of the annual general meeting in 2011.”
The proposal was unanimously approved.
12. Amendment of the articles of association concerning electronic distribution of annual report and other documents for the general meeting
Section 5-11a of the Norwegian Public Limited Liability Companies Act allows companies to stipulate in their articles of association that when documents relating to matters to be considered by a general meeting are made available to shareholders by publication on the Company's website, there is no requirement to send the documents to the shareholders. A shareholder can require that the Company sends the documents that relate to matters the general meeting shall consider. The Public Limited Liability Companies Act stipulates that in such a case the documents can only be sent electronically if the shareholder has expressly approved the use of electronic means. The Company shall in any case send the notice calling the meeting to shareholders by mail.
The board of directors considers such electronic distribution as appropriate for carrying out the general meeting, and proposed that the general meeting adopts the following resolution:
“The following provision is included as new section 11 in the articles of association: “Documents concerning matters to be considered at the general meeting are not required to be sent to the shareholders if the documents are made available for the shareholders at the company’s websites. This also applies for documents which pursuant to law shall be included in or attached to the notice of the general meeting. A shareholder may nonetheless require that documents concerning matters to be considered at the general meeting are sent to him/her.””
The proposal was unanimously approved.
No further items were on the agenda The annual general meeting was closed at 2.23 PM.
Høvik, April 22nd, 2010
Ole Jørgen Fredriksen (sign.) Jan Erik Grønvold (sign.)
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Data Respons ASA Annual General Meeting 22.04.2010
Present Own shares Authorised shares Total name: number Authorisation from number number
Kenneth Ragnvaldsen 7 500 Rangbang Invest AS 237 500 Braganza 1 400 000 Storebrand fonds 1 811 310 Ferd AS 3 396 500 6 852 810
Ole Jørgen Fredriksen 59 684 Silvercoin Industrier 972 700 Dyvi Capital AS 2 120 000 Haakon Sæter 1 252 211 Ro Invest as 1 088 000 PE United as 162 000 Alfred Berg Aktiv II 68 500 Alfred Berg Aktiv 980 400 Alfred Berg Norge 372 511 Alfred Berg Indeks 30 000 Alfred Berg Norge + 1 082 100 8 188 106
Custom Holding AS v/Kathryn Baker 5 246 968 5 246 968
Reidun Bratlie 109 863Arne Tyssø 10 092 Anne Helene Tryti 6 653 Elisabeth Endrestad 16 312 Stine Skar Berge 1 524 144 444
Rune Wahl / Moltres AS 60 000 Georg Huus 3 000 63 000
Hans Chr. Lønstad 61 596 61 596
Svein Erik Skjelbred 26 174 26 174
Henrik Kai Eriksen 2 000 2 000
Ingvild Johansen 79 280 79 280
Jørn Toppe 267 937 267 937
Ivar Sehm 35 141 35 141
Jan Erik Grøndahl 129 774 Erlend Kvål 6 000 Jan Chr. Harnes 46 225 181 999 total number of shares present/authorised 6 085 917 15 063 538 21 149 455 in % of shares issued 12,99 % 32,16 % 45,16 % total number of shares issued 46 833 076 -