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26.04.2001
MINUTES OF EXTRAORDINARY GENERAL MEETING
On Thursday 26 April 2001, Visma ASA held an extraordinary general meeting at the company's offices at Professor Koht´s vei 15, Lysaker, Norway.
The meeting was declared open at 10.00 a.m., and the following business was discussed:
1. Constitution of the meeting
The Chairman of the Board, Svein Ramsay Goli, opened the meeting and welcomed those present.
At the opening of the general meeting, 6 shareholders and proxies for shareholders were present. These participants represented 2,978,864 voting shares, totalling 17.79 % of the company's voting shares.
The chairman of the Board, Svein Ramsay Goli, was elected as the meeting chairman. Torvald Eriksen was elected to sign the minutes together with the meeting chairman.
2. Approval of the notice of the meeting and the agenda
There were no objections to the notice of the meeting or to the agenda. The general meeting and the venue were declared legal, and the agenda was approved.
3. Approval of the Merger Plan drawn up by the boards of directors
at Visma ASA and SPCS-Gruppen ASA
3.1 Approval of Merger Plan
In the Merger Plan of 21 March 2001 negotiated and signed by the boards of directors in Visma ASA and SPCS-Gruppen, it was proposed that the company should be merged with SPCS-Gruppen ASA.
It was proposed that the companies be merged in accordance with the provisions of Chapter 11 of the Norwegian Public Limited Companies Act (Allmennaksjeloven), in that SPCS-Gruppen ASA transfers assets, rights and liabilities in their entirety to Visma ASA, in exchange for which the shareholders in SPCS-Gruppen ASA receive a consideration from Visma ASA in the form of 0.21662 shares in Visma ASA for each share in SPCS-Gruppen ASA. The merger will take place with effect in the accounts from 1 January 2001.
It was resolved that the Merger Plan be approved.
3.2 Election of the Board of Directors
The following Board of Directors, which will start work immediately after the general meeting, was elected in accordance with the proposal in the Merger Plan:
Member of the Board
Svein Ramsay Goli
Member of the Board
Svein Ribe-Anderssen
Member of the Board
Gunnar Bjørkavåg
Member of the Board
Knut Ro
Member of the Board
Bengt Paulsson
3.3 Increase in share capital
In accordance with the Merger Plan, the general meeting resolved to increase the share capital of Visma ASA from NOK 83,732,330 by NOK 52,754,885 to NOK 136,487,215 by issuing 10,550,977 shares, each with a nominal value of NOK 5, in a private placement with SPCS-Gruppen ASA's shareholders. These shares represent the payment for the merger. The shares will be regarded as paid in, issued and transferred simultaneously with the registration of the capital increase in the Register of Business Enterprises, and provide full shareholder rights from this date.
3.4 Change in the Articles of Association
As a result of the capital increase, it was resolved that the company's Articles of Association § 4 be changed, so that after the change the clause would read as follows:
"The company's share capital is NOK 136,487,215, comprising 27,297,443 shares with a nominal value of NOK 5, fully paid in and made out in names. The company's shares shall be registered in the Norwegian Registry of Securities (Verdipapirsentralen)."
The Articles of Association § 5 will also be changed in accordance with the Merger Plan, so that after the change the clause will read as follows:
"The company is to be headed by a Board of Directors with from 5 to 8 members. If the Board of Directors has an even number of members, the Chairman of the Board has a casting vote. The members of the Board are elected for 1 year.
The Board of Directors elects its chairman itself."
There being no further business to be discussed, the general meeting was declared closed at 11 a.m.
Oslo, 26 April 2001.
Svein Ramsay Goli
Torvald Eriksen
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