NOTICE OF EXTRAORDINARY GENERAL MEETING

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Amos Haynes
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To the shareholders of EDB ErgoGroup ASA NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is hereby given that an Extraordinary General Meeting of EDB ErgoGroup ASA (the Company ) will be held on 19

1 To the shareholders of EDB ErgoGroup ASA NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is hereby given that an Extraordinary General Meeting of EDB ErgoGroup ASA (the Company ) will be held on 19 November 2010 at 11:00 hours (CET) at the Company s offices, Nedre Skøyen vei 26, Oslo The General Meeting will be opened by the Chairman of the Board. The Board of Directors proposes the following agenda: 1. Election of a person to chair the meeting 2. Approval of the notice and the agenda 3. Election of a person to sign the minutes together with the chairman of the meeting 4. Rights issue The Board of Directors of the Company proposes, in accordance with the merger plan for the combination between the Company and former ErgoGroup AS dated 6 June 2010, to strengthen the Company s equity through a share capital increase raising gross proceeds in the amount of NOK 900 million through an issuance of new shares, with pre-emptive subscription rights for existing shareholders. The purpose of the rights issue is to provide the Company with a financial flexibility to fulfill the group's commitments and realization of the communicated strategy. In connection with the rights issue, Posten has pre-committed to subscribe such number of shares as is necessary to achieve a share ownership of 40.0% after completion of the Rights Issue, and Telenor has pre-committed to subscribe for such number of shares as is necessary to maintain its share ownership prior to the Rights Issue (27.2%). Furthermore, the Company has entered into an underwriting agreement with DnB NOR Markets, a part of DnB NOR Bank ASA, Skandinaviska Enskilda Banken AB (publ), Nordea Bank Norge ASA and Handelsbanken Capital Markets, a part of Svenska Handelsbanken AB (publ), which upon and subject to certain conditions, severally, but not jointly, have underwritten the subscription of all the shares to be offered in the rights issue that will not be subscribed for by Posten and Telenor. The proposed subscription price will, pursuant to the underwriting agreement, be agreed between the Board of Directors and the underwriters immediately prior to the general meeting. On this basis, the Board of Directors will propose the final subscription price, the number of new shares to be issued in the capital increase and thus the exact amount of the share capital increase. The proposal by the Board of Directors will be made public prior to the Extraordinary General Meeting and be reflected in the final proposed resolution by the Extraordinary General Meeting. A prospectus to be approved by the Financial Supervisory Authority of Norway will be prepared. The prospectus will be made public prior to the subscription period and represent the subscription /2 1

2 material for the rights issue. Provided that the prospectus for the rights issue is approved by the Financial Supervisory Authority in time, the subscription period will commence on 25 November 2010 and end on 9 December 2010 at 17:30 (CET). If the prospectus is not approved in time for the subscription period to commence on 25 November 2010, the subscription period will commence on the fourth trading day on Oslo Børs following approval of the prospectus and end two weeks thereafter. Pursuant to section of the Public Limited Companies Act, the shareholders have preferential rights to subscribe for the new shares pro rata to their existing shareholdings in the Company. The shareholders will, pursuant to the proposal of the Board of Directors, receive subscription rights on the basis of their pro rata shareholdings as registered in the Company s shareholder register as per the end of 24 November Provided that the traded shares are subject to ordinary settlement in the Norwegian Central Securities Depository (VPS), shares that are acquired until and including 19 November 2010 will entitle a shareholder to receive subscription rights, whilst shares acquired from and including 20 November 2010 will not entitle a shareholder to receive subscription rights. Allocated subscription rights will be transferred to the VPS account(s) on which the shareholder has registered EDB ErgoGroup shares. The subscription rights will be freely tradable and listed on Oslo Børs. Oversubscription and subscription without subscription rights will be permitted. Shares not subscribed for at the expiry of the subscription period will be allotted to the participants in the underwriting. An underwriting fee of 1.5% of the aggregate amount underwritten by the participants in the underwriting has been agreed. The subscription rights and the new shares to be delivered upon exercise of the subscription rights have not been registered under the U.S. Securities Act of 1933, as amended (the US Securities Act ) and may not be offered or sold in the United States absent an exemption from the registration requirements of the US Securities Act. This notice of the extraordinary general meeting and the accompanying appendix shall not constitute an offer of the subscription rights and new shares described herein in the United States or elsewhere. With respect to circumstances to be considered upon subscription for new shares, reference is made to the abovementioned background information, as well as the Company s prospectus issued in connection with the listing of new shares dated 14 October The prospectus to be prepared in connection with the rights issue will comprise the subscription material for the offering. Apart from this information and the news communicated to the market in ordinary course, no circumstances of significant importance to the Company have occurred after the last balance sheet date. Copies of the latest annual accounts, annual report and the auditor s statement are available at the Company s office and on the Company s web page On this basis, the Board of Directors proposes that the extraordinary general meeting adopts the following resolution, with the specifications of the subscription price, number of new shares and the amount of the share capital increase to be made public prior to the Extraordinary General Meeting: (i) The share capital is increased by minimum NOK 31,500,000 and maximum NOK 315,000,000 from NOK 301,834, to minimum NOK 333,334, and maximum NOK 616,834,333.50, by the issuance of minimum 18,000,000 and maximum 180,000,000 new shares, each with a nominal value of NOK (ii) Shareholders who are registered in the Company s shareholder register as at 24 November 2010 shall have preferential rights to subscribe for the new shares corresponding to their pro rata holdings of shares in the Company. The subscription rights /2 2

3 shall be tradable and listed on the Oslo Stock Exchange. Oversubscription and subscription without subscription rights are permitted. No subscription rights will be allocated for the Company s treasury shares. (iii) The Company shall issue a prospectus in connection with the rights issue that shall be approved by the Financial Supervisory Authority of Norway. Unless the Board of Directors decides otherwise, the prospectus shall not be registered with or approved by any foreign prospectus authority. The new shares cannot be subscribed for by investors in jurisdictions in which it is not permitted to offer new shares. With respect to any shareholder that in the Company s view is not entitled to subscribe for new shares due to limitations imposed by laws or regulations of the jurisdiction where such shareholder is a resident or citizen, the Company or someone appointed or instructed by it may (but shall not be obliged to) sell such shareholder s subscription rights against transfer of the net proceeds from such sale to the shareholder. (iv) Allocation of the new shares shall be made by the Board of Directors. The following allocation criteria shall apply: (a) Allocation will be made in accordance with granted and acquired subscription rights which have been validly exercised during the subscription period. (b) If not all subscription rights are fully utilised, subscribers having exercised their subscription rights and who have over-subscribed will be allocated additional new shares on a pro rata basis based on the number of subscription rights exercised by each subscriber. To the extent that pro rata allocation is not possible, the company will determine the allocation by drawing of lots. (c) New shares not allocated pursuant to the allocation criteria in items (a) and (b) above, will be allocated to subscribers not holding subscription rights. Allocation will be sought made on a pro rata basis based on the relevant subscription amounts, provided, however, that such allocations may be rounded down to the nearest 10 shares. (d) Any new shares remaining after allocation pursuant to the allocation criteria in items (a), (b) and (c) above, will be subscribed by, and allocated to, the underwriters, provided that such underwriters have not fulfilled their underwriting commitments by subscribing shares in the subscription period, based on, and in accordance with, the underwriting obligation of the respective underwriters. (v) The subscription price in the rights issue shall be between NOK 5 and NOK 50. The subscription amount shall be paid in cash. (vi) The subscription period shall commence on 25 November 2010 and end on 9 December 2010 at 17:30. However, if the prospectus prepared in connection with the rights issue is not approved by the Financial Supervisory Authority in time for the subscription period to commence on 25 November 2010, the subscription period shall commence on the fourth trading day after such approval has been obtained and end at 17:30 on the fourteenth day thereafter. Shares not subscribed for at the expiry of the subscription period which thus will be allocated to the participants in the underwriting, shall be subscribed for by the underwriters within five (5) days after the expiry of the subscription period /2 3

4 (vii) The due date for payment for the new shares is 20 December 2010, or the seventh trading day on Oslo Børs after the expiry of the subscription period in accordance with sub-item 5 above. When subscribing for shares, each subscriber with a Norwegian bank account must by completion of the subscription form, grant DnB NOR Bank ASA/SEB Enskilda AS a one-time power of attorney to debit a stated bank account for the subscription amount corresponding with the number of allocated shares. Upon allocation, the allocated amount will be debited the account of the subscriber. The debit will take place on or around the due date for payment. Payment of the subscription amount by subscribers without a Norwegian bank account shall be made to the company s bank account for share issues. (viii) The new shares will give full shareholder rights in the Company, including the right to dividends, from the time the share capital increase is registered with the Norwegian Register of Business Enterprises. (ix) Section 4 of the Company s articles of association shall be amended to reflect the new share capital and the new number of shares after the share capital increase. (x) As underwriting commission for the underwriting, the underwriters, DnB NOR Markets, a part of DnB NOR Bank ASA, Skandinaviska Enskilda Banken AB (publ), Nordea Markets and Handelsbanken Capital Markets, a part of Svenska Handelsbanken AB (publ), will be paid an amount equal to 1.5% of the amount underwritten by each of them. * * * The shares of the Company and the right to vote for the shares EDB ErgoGroup ASA is a public limited company subject to the rules of the Norwegian Public Limited Companies Act. As of the date of this notice, the Company has issued 172,476,762 shares, each of which represents one vote. The shares have equal rights also in all other respects. As of the date of this notice, the company owns 1,712,940 own shares, for which votes cannot be cast. The total number of shares carrying voting rights is thus 170,763,822. A shareholders who has notified the Company of his/her/its participation within the deadline set forth below, has the right to vote for the number of shares owned, and which are registered in the Norwegian Central Securities Depository (VPS) at the general meeting. If the shareholder has acquired shares shortly before the general meeting, the voting rights of those acquired shares can only be exercised if the acquisition of shares has been registered in the VPS, or if the acquisition has been reported to the VPS and is documented at the general meeting, ref. section 4-2 (1) of the Public Limited Companies Act. Beneficial owners of nominee registered shares, who wish to exercise their rights at the general meeting, must register themselves directly in the VPS register of shareholders, ref. section 4-10 of the Public Limited Companies Act. Notice of attendance and proxy Pursuant to Article 7 of the Articles of Association, the Board of Directors has decided that shareholders who wish to attend the General Meeting (either in person or by proxy) must give notice by sending the registration form which is posted on the company s internet site as set out below to the Company at the postal address, fax number or address set out in the form. The registration form must be received by the company no later than 17 November 2010 at 17:30 hours. Shareholders who do not give such notice of attendance or who do not meet the deadline /2 4

5 stated above, may be refused access to the General Meeting and will not be able to vote for their shares. Shareholders who are prevented from attending the General Meeting, may be represented by way of proxy. A proxy form, including detailed instructions for the use of the form, is posted on the company s internet site as set out below. Proxy may, if desirable, be given to the Chairman of the Board Arve Johansen. Completed proxy forms may either be sent to the Company by ordinary mail or fax within 17 November 2010 at 17:30 hours or be submitted in the General Meeting. The shareholders rights at the General Meeting A shareholder has the right to table draft resolutions for items included on the agenda and to require that members of the Board of Directors and the CEO in the General Meeting provide available information about matters which may affect the assessment of (i) items which are presented to the shareholders for decision, and (ii) the company s financial situation, including information about activities in other companies in which the company participates, and other matters to be discussed in the General Meeting, unless the requested information cannot be disclosed without causing disproportionate harm to the company. This notice, other documents regarding matters to be discussed in the General Meeting, including the documents to which this notice refers, draft resolutions for items on the proposed agenda, as well as the company s Articles of Association, are available at the company s internet site: Shareholders may contact the company by ordinary mail, fax, or phone in order to request the documents in question on paper. Address: EDB ErgoGroup ASA, P.O. Box 640 Skøyen, N-0241 Oslo, Norway, fax: , generalmeeting@edb.com, telephone: Oslo, 29 October 2010 For the Board of Directors of EDB ErgoGroup ASA Arve Johansen (chairman) Appendices to the notice which are available at the Company s internet site set out above Appendix : Registration form for the General Meeting and Proxy form for the General Meeting /2 5

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