NOTICE OF CONVOCATION OF THE ORDINARY GENERAL SHAREHOLDERS MEETING OF NORDIC VLSI ASA

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Annabel Caldwell
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1 NOTICE OF CONVOCATION OF THE ORDINARY GENERAL SHAREHOLDERS MEETING OF NORDIC VLSI ASA The shareholders of Nordic VLSI ASA ( the Company ) are hereby summoned to the ordinary general shareholders meeting at the Company s offices at Vestre Rosten 81, Tiller, Trondheim on Tuesday May 6 at 2pm The Chairman of the Board of Directors ( the Board ) opens the meeting and registers the shareholders and those with power of attorney who are present. The following items are to be addressed: Item 1 Election of meeting chair and individual to sign the meeting minutes together with the meeting chair Item 2 Approval of the notice of convocation and agenda Item 3 Review and approval of the Company s annual balance of accounts for 2002 The balance of accounts together with the Board s and the auditors report are attached as Appendix 1. Item 4 Stipulation of compensation for the auditor and Board Item 5 Power of attorney for the Board for a capital increase in connection with a new share subscription The Board s reasoning and proposal for resolutions in connection with Item 5 are included as Appendix 2. Item 6 Election of the Board oo0oo Shareholders are cordially invited to attend the general shareholders meeting. Oslo, April 22, 2003 on behalf of the Board of Nordic VSLI ASA Tore Engebretsen (sign.) Chairman of the Board Notice of ordinary general shareholders meeting Nordic VLSI ASA 1

2 Appendixes: 1. Balance of accounts for The Board s reasoning and proposal for resolutions concerning the power of attorney for a capital increase in connection with a new share subscription 3. Power of attorney form Notice of ordinary general shareholders meeting Nordic VLSI ASA 2

3 APPENDIX 2 REASONING BEHIND AND PROPOSAL FOR RESOLUTIONS ON POWER OF ATTORNEY FOR THE BOARD FOR A CAPITAL INCREASE IN CONNECTION WITH A NEW SHARE SUBSCRIPTION Following from the powers of attorney bestowed by the general shareholders meeting in previous years, the Company has established options programs for the Board and the employees. For more information, please see the information provided in the annual report concerning this. However, changes in the Company s share price have meant that the relevant options programs are not having the desired effect. The Board continues to be of the opinion that the Company s development depends upon its ability to create a strong relationship between key employees and the Company by through options programs which offer personal gain when the share price improves. The Board requests that the general shareholders meeting bestow upon the Board the power of attorney to undertake capital increases in order to cover this. Such powers of attorney have been granted in the past, but since they are of limited duration, and some fairly significant changes have occurred in the share price, the Board asks the general shareholders meeting to provide the Board with a renewed power of attorney, in exchange for retracting the powers of attorney which have previously been bestowed. It is proposed that the power of attorney bestowed on April 18, 2002 to increase the share capital by up to NOK 75,700 and the power of attorney bestowed on the same day to increase the share capital by up to NOK 100,000 be revoked, assuming that new powers of attorney will be granted by the general shareholders meeting. The Board requests that two new powers of attorney be given for capital increases. The first power of attorney shall cover the directed emission to members of the Company s Board in connection with the exercise of options agreements. The second power of attorney shall be used in connection with an options program for the employees of the Company. The emission price for shares for the members of the Board shall be set at NOK 25 per share. In addition, each individual member of the Board shall cover the payroll tax for which the Company is liable due to the taxation-related benefits which may accrue to the member of the Board in question. The rate at which the payroll tax is assessed shall be set at the normal rate for the Company, not including any individual high-income premiums. The share price has decreased significantly relative to the current power of attorney, which was established on the basis of the average price in the 30 days prior to last year s ordinary general shareholders meeting (NOK 59 per share). To counteract this, it is proposed that the power of attorney be reduced from a capital increase of up to NOK 75,700 (302,800 shares) to a maximum extension of up to NOK 47,500 (190,000 shares). The Board thus also requests that the shareholders right of first refusal for the subscription be waived. In addition, it may be necessary to have the increase in capital occur in exchange for payments other than money, for example in the form of loan conversions. 1. In this context, the Board presents its proposal for a resolution on the bestowal of power of attorney upon the Board in connection with the distribution of options to the members of the Board: The general shareholders' meeting bestows upon the Board the power of attorney to increase the share capital by NOK 47,500 through the issuance of up to 190,000 shares with a face value of NOK Notice of ordinary general shareholders meeting Nordic VLSI ASA 3

4 The power of attorney is to be used in connection with the directed issue to members of the Board who are not employed by the Company. In this type of issue the Board is given the power of attorney to allocate 100,000 shares to the chairman of the Board, and 30,000 shares to the members of the Board. The share price shall be NOK 25 per share, subject to payroll tax at the normal rate for each individual member of the Board. The power of attorney covers the options plan for the Board, under which the chairman of the Board accumulates the right to 25,000 shares per year, and Board members accumulate the right to 7,500 shares per year. (The current chairman of the Board has accumulated the right to 50,000 shares as of today s date, and the members of the Board elected by the shareholders have each accumulated the right to 15,000 shares as of today s date.) The power of attorney may be exercised in the event that a request concerning this is made by the chairman/member on or before May 1, 2005 or for the accumulated number of shares upon termination of service, if the request is made within three months after such a termination of service. In the event that the Company is acquired or merges with another company during the option period, the Board can in response to an option rights holder expand the share capital by the number of shares accumulated at the price stipulated above or at the acquisition/merger share price in the event that this is the lower of the two. The shareholders right of first refusal for the subscription may be waived. The power of attorney also includes increases in capital in exchange for payments made in the form of property other than money. The power of attorney is valid for two years from today s date. The power of attorney replaces the power of attorney to extend the share capital by up to NOK 72,750, bestowed on April 18, The Board would then like to present the following proposal for a resolution on the bestowal of power of attorney upon the Board in connection with the options program for the employees of the Company: The general shareholders' meeting bestows upon the Board the power of attorney to increase the share capital by NOK 100,000 through the issuance of up to 400,000 shares with a face value of NOK The power of attorney is to be used in connection with the directed issue of stock to employees of the Company as part of the Company s options program. The share price is to be stipulated at the discretion of the Board. In exercising this discretion, the Board shall stipulate the share price for the options of the managing director to be the same as that of the Board. For other employees, the Board shall take into account the tax and cost-related burden which the Company may be required to assume in the form of payroll tax, etc. In addition, the discretion exercised with regard to this group shall build on that which at any time is considered to be in the best interests of the Company and its shareholders. The shareholders right of first refusal for the subscription may be waived. The power of attorney also includes increases in capital in exchange for payments made in the form of property other than money. The power of attorney is valid for two years from today s date. The power of attorney replaces the power of attorney to extend the share capital by up to NOK 100,000, bestowed on April 18, The Board would like to draw the attention of the general shareholders meeting to the fact that the options program includes more shares than the amount covered by the existing power of attorney. This is true even though the Board has proposed to cede a significant block of shares in proposal 1 above. In the future, therefore, the Board will put forward new proposals for the expansion of the share capital when this is necessitated by the employee stock options program. The number of shares with which the total is Notice of ordinary general shareholders meeting Nordic VLSI ASA 4

5 diluted will, however, be lower in the remaining options period. Additional information will be provided on this matter at the general shareholders meeting. Notice of ordinary general shareholders meeting Nordic VLSI ASA 5

6 APPENDIX 3 P O W E R O F A T T O R N E Y (NAME in capital letters) is the owner of shares in Nordic VLSI ASA. The above shareholder hereby bestows upon or orders power of attorney to attend and vote on my behalf at the ordinary general shareholders meeting of the Company on May 6, , 2003 (signature*) (NAME in capital letters) * In the event that the shareholder is a company, the power of attorney must be signed by the individual(s) authorized to do so on behalf of the firm, and a copy of the latest company registration certificate must be attached. Please submit the signed power of attorney to: Nordic VLSI ASA Vestre Rosten Tiller Fax: Notice of ordinary general shareholders meeting Nordic VLSI ASA 6

SUMMONS to SHAREHOLDERS GENERAL MEETING

To the Shareholders in Pan Fish ASA SUMMONS to SHAREHOLDERS GENERAL MEETING The Board of Directors hereby summons the Shareholders to the Company s Shareholders General Meeting on the date of: 9 May 2005