Arribatec Group ASA — Proxy Solicitation & Information Statement 2010

Apr 20, 2010

acta

20 April 2010

NOTICE OF ORDINARY GENERAL MEETING OF ACTA HOLDING ASA

The Shareholders of Acta Holding ASA are hereby invited to the annual general meeting on Tuesday 11 May 2010 at 1:00 pm at the Victoria Hotel, Skansegaten 1, 4006 Stavanger, Norway.

Items on the agenda:

1. Opening of the annual general meeting by Chairman of Acta Holding ASA, Alfred Ydstebø
2. Election of person to chair the meeting
   The chairman of the Board will suggest a person to chair the meeting after the general meeting has been duly opened.
3. Approval of notice and agenda
4. Election of a person to co-sign the minutes together with the chairman of the meeting
   A person to co-sign the minutes with the chairman of the meeting will be suggested under the general meeting.
5. Approval of the Board of Directors' proposed Annual Accounts and the Board of Directors' Annual Report for the Acta Group and Acta Holding ASA for 2009 including distribution of dividend, see Acta's Annual Report as appendix 1 which will be distributed separately at least one week prior to the general meeting. The Board of Directors proposes not to pay dividend for the 2009 financial year.
6. Approval of the Board of Directors' remuneration and the nomination committee's remuneration
   The Board of Directors' remuneration for 2009 was set by the general meeting 6 May 2009 at NOK 250,000 for the Chairman and NOK 150,000 for the other Board members. The nomination committee suggests the remuneration to be unchanged for 2010, and that members of the audit committee are given an additional remuneration of NOK 50,000. The nomination committee suggests members of the nomination committee to be remunerated with NOK 20,000 to the Chairman and NOK 10,000 to other members.
7. Approval of the auditor's remuneration
   The Board of Directors recommends a remuneration of the group's auditor Ernst & Young AS of NOK 273,780 for audit services performed for Acta Holding ASA in 2009. Other services beyond auditing amounted NOK 313,776 in 2009.

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1. Election of the Board of Directors

The Board of Acta Holding ASA currently comprises the following members:

• Alfred Ydstebø, Chairman
• Stein Aukner, Vice-Chairman
• Ellen Math Henrichsen, Board Member
• Ragnhild Kvålshaugen, Board Member
• Harald Sig. Pedersen, Board Member.

Stein Aukner is up for re-election. Ragnhild Kvålshaugen has informed the Board that she wishes to resign from the Board in Acta Holding ASA. The nomination committee’s proposal for new board members is not available at the time for the printing of this notice, but will be made available on the company’s website www.acta.no and on the website of Oslo Stock Exchange www.ose.no as soon as it is available and in any case prior to the general meeting.

1. Declaration of determination of salary and other benefits for executive employees

In accordance with section 6–16a of the Norwegian Public Limited Companies Act, the Board has prepared a declaration concerning determination of salary and other benefits for executive employees, attached to the Notice as appendix 2.

Based on the above, the Board proposes that the general meeting of Acta Holding ASA adopts the following resolution:

The Board’s declaration conferencing determination of salary and other benefits for executive employees has been approved.

1. Authorisation to issue shares

A proxy was granted to the Board for the issuance of shares in Acta Holding ASA resolved at the ordinary general meeting held 6 May 2009. This proxy is valid until the ordinary general meeting 11 May 2010. The Board proposes a new proxy to be granted to apply until the next ordinary general meeting, but not longer than 30 June 2011.

The proposal for the proxy is reasoned by a desire to increase the flexibility with regard to possible capital increases for strategic partners or financial investors as a mandate to be used for raising possible capital, as payment for possible acquisitions or issuing options or allocation of shares to executive personnel.

Based on the above, the Board proposes that the general meeting of Acta Holding ASA grants the Board the following proxy to carry out share issuances:

The general meeting grants the Board of Acta Holding ASA a proxy to issue new shares in Acta Holding ASA in one or more specific and/or public emissions.

1. The mandate shall apply for up to 25 million shares at a par value of NOK 0.18 each, which in accordance with the mandate allows the Board to increase the share capital by up to NOK 4,500,000. Any share premium will be added to the premium fund. Should the par value change within the period the proxy applies, the mandate shall be altered accordingly.
2. The mandate shall apply until the next ordinary general meeting, but not longer than 30 June 2011.
3. Shareholders preferential right for subscription of shares in accordance with sect. 10–4 of the Norwegian Public Limited Companies Act can be derogated from.
4. This mandate shall also apply to capital increase by contribution of other assets than cash.
5. The company has only one class of shares and the proxy shall only apply to issue of shares with the same rights and liabilities as existing shares.

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1. This mandate applies to resolution of merger in accordance with sect. 13-5 of the Norwegian Public Limited Companies Act, which entails that the Board can resolve a merger by issuing new shares as the surviving party. The proxy shall also apply in the event of the merger in subsidiaries of Acta Holding ASA subsidiary with the issuance of shares in the parent company.

The Managing Director and the Board shall immediately notify the Register of Business Enterprises of the proxy.

11. Authorisation to acquire Acta shares

A proxy was granted to the Board to acquire shares in Acta Holding ASA (so-called treasury shares) at the ordinary general meeting held 6 May 2009. This proxy is valid until the ordinary general meeting 11 May 2010. The Board proposes a new proxy to apply until the next ordinary general meeting, but not longer than 30 June 2011.

The Board requests that the general meeting resolves to grant the Board a proxy for the acquisition of shares in the company, limited in accordance with the provisions of the Public Limited Companies Act. The proposal is based on the fact that such proxies are considered common for large listed public companies, allowing them to utilise the financial instruments and the mechanisms the Norwegian Public Limited Liability Companies Act provides for and to optimise their capital structure. A proxy is also desirable as it will allow the company to use its own shares as payment in acquisitions, fulfilment of share option schemes for senior and key personnel etc.

Based on the above, the Board proposes that the general meeting of Acta Holding ASA grants the Board the following proxy:

The general meeting grants the Board of Acta Holding ASA a proxy to acquire shares in the company on behalf of Acta Holding ASA in accordance with section 9-4 of the Norwegian Public Limited Companies Act, as follows:

1. The proxy concerns a right to acquire up to 25 million shares at par value of NOK 0.18, which entails a proxy to acquire shares with a total value of NOK 4,500,000. Should the par value change within the period the proxy applies, the proxy shall be altered accordingly.
2. The amount payable per share shall be minimum NOK 1 and maximum NOK 100.
3. The Board is free to decide how and when acquisition and disposal of shares takes place.
4. The proxy can be used on one or more occasions and is valid until the next ordinary general meeting, but not longer than 30 June 2011.

The Managing Director and the Board shall immediately notify the Register of Business Enterprises of the proxy.

12. Amendment of the company's articles of association. New article – publishing of general meeting documents on the company's website

In accordance with the new section 5-11a of the Public Limited Liability Companies Act (allmennaksjeloven) the Board of Directors proposes that the general meeting amends the company's articles of association so that the company's duty to attach physical documents to the notice to general meetings is deviated. Instead of sending the physical documents to the shareholders, the documents will be made available to the shareholders on the company's website. In addition, any shareholder may request that the documents that previously were to be attached to the notice to a general meeting are sent directly to him/her free of charge. Such an amendment of the company's articles of association is expected to reduce the company's costs in connection with general meetings in addition to be more practical.

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On this background, the Board of Directors proposes that the general meeting passes the following resolution:

A new article is added to the articles of association with the following wording:

"If documents to be considered by the general meeting in accordance with the agenda for the meeting have been made available on the company's website, the company does not have to send these physically to the shareholders. Any such documents shall, however, be sent free of charge upon request from individual shareholders".

The article is incorporated as Article 9 into the new Articles of Association, and Articles 9 and 10 in the present Articles of Association become Articles 10 and 11.

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At the company's general meeting each share has 1 vote. An owner of shares with the shares registered through a custodian (so called nominee arrangement/account) approved pursuant to section 4-10 of the Norwegian Public Limited Liability Companies Act has voting rights equivalent to the number of shares which are covered by the custodian arrangement provided that the owner of the shares shall within two business days before the general meeting provide the company with his name and address together with a confirmation from the custodian to the effect that he is the beneficial owner of the shares held in custody, and provided further that the Board does not disapprove such beneficial ownership after receipt of such notification.

This notice along is sent shareholders by post with the Board's statement in accordance with section 6-16a of the Norwegian Public Limited Companies Act. The Board of Directors' Report, annual accounts and auditor's report are included in Acta's annual report, and are distributed to the shareholders separately. The annual report is also available for inspection at the company's office, and on the company's website www.acta.no.

Shareholders wishing to participate in the general meeting are requested to serve a notice in this respect to Jo-Inge Fisketjøn, Acta Holding ASA by e-mail to jo-inge.fisketjon@acta.no by no later than Friday, 7 May 2010. Shareholders can also be present by proxy. Written notification on the latter is to be sent to Acta Holding ASA by no later than Friday, 7 May 2010. Attached as appendix 3 is a proxy that shareholders that want to be represented by proxy are requested to use.

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Stavanger, 20 April 2010

Alfred Ydstebø

Chairman of the Board of Directors

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Appendix 2

STATEMENT TO THE ANNUAL GENERAL MEETING OF ACTA HOLDING ASA REGARDING DETERMINATION OF SALARY AND OTHER BENEFITS FOR EXECUTIVE PERSONNEL

In accordance with sect. 6–16a of the Norwegian Public Limited Companies Act (the “Act”), the Board shall prepare a statement on the determination of salaries and other benefits for executive personnel.

The declaration shall include guidelines for how the salaries and other benefits are determined, including the main principals of the executive remuneration policy.

Section 6–16a (3) of the Act also obliges the Board to account for the executive remuneration policy followed in the preceding financial year.

1. Main principles for the company’s executive remuneration policy

When determining the salaries for the Managing Director and executive personnel, Acta Holding ASA, as a large international corporation within its industry, must compete with salaries for senior international executives.

As a leading player within its industry, Acta Holding ASA must offer salaries which can attract skilled executives. It is the Board’s policy to ensure recruitment of the best personnel by offering salaries which will satisfy individual requirements and which are competitive on the international markets. Furthermore, it is essential that the Managing Director and senior personnel have incentives to ensure they make the right decision and that rewards good performance.

In general, the remuneration level for executives shall be relatively high in a national context.

1. Salaries and other benefits

The Chief Executive Officer’s salary is determined by the Board’s remuneration committee, which also sets the guidelines for the remuneration for other employees in leading positions, including both the level of fixed salary and the principles for and scope of bonus schemes.

Employees in leading positions have ordinary bonus agreements, with limits that are set on an annual basis, normally between 40 and 100 per cent of their base salary, dependent on their position. If targets are revised or results are better than budgeted, bonuses may be set at up to 150 per cent of the bonus limit.

The Board of Directors of Acta Holding ASA decided to replace the cash-based “K3” incentive programme that was launched in 2008 with a long-term incentive programme, including share options, covering all Acta employees.

1. Salary police for the preceding financial year (2009)

The executive salary policy applied in the preceding financial year has been applied in accordance with the principles also applied in 2010. Please see the above.

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Appendix 2

In the course of 2009 the Board of Directors in Acta Holding ASA granted a selected group of individuals in Acta's top management stock options in accordance with the stock option programme launched in 2008. In 2009, the Board of Directors in Acta Holding ASA decided to replace this programme with a new one covering all employees in the company. The scheme is a part of a long-term incentive programme for employees in Acta with the aim of contributing to good results and helping to attract new employees as well as keep current ones. At the time of the approval of the annual accounts a total of 8.86 million stock options are granted, of which employees in leading positions hold 3.69 million stock options. The stock option programme is in accordance with the authorisations granted by the annual general meeting on 30 April 2008 and 6 May 2009. The strike price for the options was set to NOK 20.04 for the options granted in 2008, NOK 2.07 for the options granted in March 2009, NOK 3.91 for the options granted in October 2009 and NOK 3.38 for the options granted in February 2010. The strike price shall be reduced by the accumulated dividend paid in the period after the options have been awarded. The dividend for 2007, paid after the award of the options in 2008 was NOK 2.55 per share. Up to 50 per cent of the stock options granted in 2008 can be exercised in 2010 and up to 50 per cent can be exercised in 2011. For both years the options must be exercised within specified periods. Up to 50 per cent of the stock options granted in March 2009 can be exercised in 2011 and up to 50 per cent can be exercised in 2012. For both years the options must be exercised within specified periods. 100 per cent of the stock options granted in October 2009 and February 2010 can be exercised in 2011 and 2012 respectively. For both years the options must be exercised within specified periods.

For further details please see note 3 of the Acta group's annual accounts and note 2 of Acta Holding ASA's annual accounts for 2009.

4. Consideration of this declaration

This declaration is distributed along with notification of the company's general meeting.

It is to be considered by the annual general meeting which will hold a "consultative vote" where members may adopt or reject the guidelines.

Guidelines for share and share value-based benefits (share/option program etc. in accordance with sect. 6-16a, part 1, item no. 3 of the Public Limited Companies Act 6-16a) must be adopted by the general meeting, in accordance with sect. 5-6 (3) of the Act.

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Stavanger, 20 April 2010

The Board of Directors of Acta Holding ASA

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Appendix 3

To Acta Holding ASA

Att. Jo-Inge Fisketjøn

Børehaugen 1

4006 Stavanger, Norway

E-mail: jo-inge.fisketjon@acta.no

PROXY

The undersigned as owner of ___ shares in Acta Holding ASA herewith authorises

(number)

☐ Chairman of the Board, Alfred Ydstebø
☐ CFO, Christian Tunge
☐

Name of proxy, or without name (in blanco)

to attend and vote at the general meeting of Acta Holding ASA on my/our behalf, on 11 May 2010. Voting shall be made in accordance with the instructions issued below. If no instruction are given below (by crossing or in another way), this will be regarded as the owner has issued an instruction to vote "In favour" of the motions set out in the notice to the general meeting, however, the proxy has a right to amend the voting if and to the extent that this is as part of the suggestions indicated in the calling notice or as part of changes that are made or if certain matters are withdrawn on or prior to the general meeting.

Items	In favor	Against	Absention
1. Opening of the Annual General Meeting (no voting)	—	—	—
2. Election of person to chair the meeting
3. Approval of notice and agenda
4. Election of a person to co-sign the minutes together with the chairman of the meeting
5. Approval of the Annual Accounts and Annual Report etc.
6. Approval of the Board of Directors’ remuneration and the nomination committee’s remuneration
7. Approval of the auditor’s remuneration
8. Election of the Board of Directors (in acc. with proposal from the nomination committee)
9. Declaration of determination of salary and other benefits etc.
10. Authorisation to issue shares
11. Authorisation to acquire Acta shares
12. Amendment of the company’s articles of association

___, ______ 2010

(place) (date)

(signature)

(name in capitalized letters)