Atea — Proxy Solicitation & Information Statement 2010

Apr 8, 2010

ATEA

To the shareholders of

Atea ASA

Oslo, 8 April 2010

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting will be held on Thursday 29 April 2010 at 10:00 a.m. at the company's offices at Brynsalléen 2, Oslo. The General Meeting will be opened by Board Chairman Ib Kunøe.

The following items are on the agenda:

1. Election of chairperson for the meeting.
2. Election of an individual to sign the minutes jointly with the chairperson.
3. Approval of the notice of the meeting and agenda.
4. Report from the CEO
5. Approval of the financial statements and annual report for 2009 for the parent company and Group, including year-end allocations.
6. Resolution regarding distribution of dividend

The Board of Directors has resolved to propose to the General Assembly that a dividend of NOK 1.25 is paid on each share, whereby the total amount payable as dividend will be NOK 119,408,777.50. The shares will be traded exclusive of dividend as of 30 April 2010.

1. Approval of the auditor's fees.
2. Adoption of the remuneration to be paid to board members.

The Nomination Committee has proposed the following remuneration to the Board of Directors:

Board chairman: NOK 300,000
Shareholder-elected members: NOK 150,000
Employee-elected board members: NOK 100,000

1. Election of new board of directors

The Nomination Committee's proposal for election of new board members and remuneration to the board is attached to this summons.

1. Board of Director's declaration and guidelines in accordance with Section 6-16a of the Norwegian Public Limited Liability Companies Act

In accordance with Section 5-6 of the Norwegian Public Limited Liability Companies Act, the General Meeting must consider the Board of Directors' declaration regarding salaries and remuneration of the executive management. The General Meeting shall conduct a consultative vote on the Board of Director's proposal for guidelines for salaries and remuneration of the executive management, and the guidelines for benefits as mentioned in Section 6-16a, first paragraph, item 3 of the Norwegian Public Limited Liability Companies Act, shall be approved by the General Meeting.

The Board of Directors has given the following declaration:

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1. Salaries and other remuneration of the executive management in the previous financial year

In accordance with the guidelines established by the company's Board of Directors, the salary and other remuneration payable to the President and CEO is determined by the Board of Directors, while salaries and other remunerations payable to other members of the executive management (the Group's senior managers) are determined by the President and CEO in consultation with the Board Chairman.

To obtain the management that the Board of Directors finds to be satisfactory, salaries and other remunerations are determined based on the principle that the overall compensation package for each individual shall be competitive and adapted to the market conditions. The variations that exist in the various countries and the size and complexity of the businesses are taken into account when establishing the terms.

Compensation of the executive management is based primarily on a fixed salary with the addition of a performance based bonus. In addition to a fixed salary, members of the executive management receive certain benefits in kind, including company car, telephone/internet and journals/newspapers. The type of pension scheme that members of the executive management are members of varies. Some of them are members of the pension scheme that applies to the company they are employed in, while others receive special compensation. The terms of employment for the executive management vary with regard to their entitlement to severance or termination payments in connection with the termination of their employment. All the members of the executive management have previously received share options.

A more detailed description of what compensation was paid in 2009 can be found in Note 19 in the Group's annual accounts.

The Board of Directors believes that the effect on the company and the shareholders of the compensation agreements that were entered into or amended in accordance with the description above in the previous financial year has been positive due to the fact that the company has been able to hold on to and attract the human resources that are required to fulfil the company's objectives.

1. Guidelines for salaries and other remuneration to the executive management in the coming financial year

The Board of Directors shall determine the salary and other remuneration paid to the President and CEO.

Salaries and remunerations payable to other members of the executive management shall be determined by the President and CEO in consultation with the Board Chairman. The combined salary and remuneration payable to individuals shall be competitive and adapted to the market conditions.

In addition to salary (with the addition of ordinary benefits in kind such as company car, telephony/IT, journals, etc.) and pension scheme, which shall in general be in accordance with what has been paid previous years, it shall be possible to award bonuses and share options. It has been assumed that the fixed salaries to members of the executive management shall not be subject to adjustments in 2010 and that the incentives to the executive management instead shall follow from the schemes for bonus and options to acquire shares in the company. By such means the incentives of the executive management are more aligned with the interests of the shareholders. Share options shall be allotted based on the following principles:

i) The share options shall be used in connection with recruitment and in order to hold on to key managers and employees. The allotment shall be made by the President and CEO in consultation with the Board Chairman.

ii) Unless the Board Chairman consents otherwise in special cases, a vesting period shall be established for the share options. As a rule the total number of options that are allotted to individual employees shall be earned over a period of three years, with one-third of the options being earned each year.

iii) The exercise price shall not be set lower than the market price of the share at the time of allotment.

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11. Power of attorney to the Board of Directors to increase the share capital in connection with the fulfilment of the company's share option programme

The Board of Directors would like the company to be able to offer competitive terms to managers and key personnel in the Group and considers the ability to offer ownership in the company to be important, in order to attract and hold on to experienced and highly qualified employees. As the fixed salary to executive managers will not be adjusted for in 2010, then the allotment of options becomes an important point in relation to providing incentives to the executive managers. Accordingly the Board of Directors requests power of attorney to increase the share capital by a maximum of NOK 30,000,000 through one or more private offerings to employees of the Group.

The Board of Directors' proposal for a resolution:

"The Board of Directors shall be granted power of attorney pursuant to Section 10-14 of the Norwegian Public Limited Liability Companies Act to increase the share capital by a maximum of NOK 30,000,000 through the issuance of a maximum of 3,000,000 shares in Atea ASA, each with a par value of NOK 10, by one or more private offerings to employees of the Group, as part of an option/incentive programme.

In the event of any changes to the company's share capital or the number of outstanding shares, as a result of a share split, bonus issue, new issue with pre-emptive rights to the existing shareholders, reduction of the share capital by repayment to the shareholders, demerger, merger, etc., then the power of attorney shall be adjusted correspondingly with regard to the number of shares that may be issued, total share capital increase and subscription price, in accordance with the generally recognised principles for such adjustments. Such an adjustment may, however, not be in violation of the framework of the Norwegian Limited Companies Act with regard to the total number of shares that may be issued pursuant to powers of attorney to the Board of Directors or the Act's restrictions with regard to subscribing for shares at prices below the par value.

It shall be possible to waive the shareholders' pre-emptive subscription rights. This power of attorney will remain valid until the Annual General Meeting in 2011, and it will expire no later than 30 June 2011.

The Board of Directors will determine the terms of subscription and other terms. The Board of Directors is hereby authorised to amend Article 4 of the Articles of Association as the power of attorney is utilised."

12. Power of attorney to the Board of Directors to buy back shares in Atea pursuant to Section 9-4 of the Norwegian Public Limited Liability Companies Act

The Board of Directors proposes that the power of attorney granted at the Annual General Meeting of 29 April 2009 be replaced by a new power of attorney authorising the Board of Directors to acquire or dispose of the company's own shares. The holdings of the company's own shares shall be used, for example, in connection with acquisitions, incentive schemes for employees, etc. It is proposed that the power of attorney shall encompass a maximum of 7,000,000 shares, each with a par value of NOK 10. This power of attorney shall be valid until the Annual General Meeting in 2011 and expire no later than 30 June 2011. The Board of Directors would like to be free to elect the methods to be used for the acquisition and sale of the company's own shares.

The Board of Directors' proposal for a resolution:

"The Board of Directors of Atea ASA shall be granted power of attorney to allow Atea ASA and/or its subsidiaries to acquire shares in Atea ASA with a maximum par value of NOK 70,000,000. The minimum and maximum price that may be paid for each share is NOK 10 (par value) and NOK 200, respectively. The Board of Directors is free to elect the methods to be used for the acquisition and sale of the company's own shares. The buyback etc. of shares may be carried out until the Annual General Meeting in 2011, but no later than 30 June 2011.

In the event of any changes to the company's share capital or the number of outstanding shares, as a result of a share split, bonus issue, new issue with pre-emptive rights for the existing shareholders, reduction of the share capital by repayment to the shareholders, demerger, merger, etc., then the power

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of attorney shall be adjusted proportionately in accordance with the generally recognised principles for such adjustments.

The power of attorney granted to the Board of Directors in the Annual General Meeting 29 April 2009 for acquisition of own shares is rescinded as from the time when the new power of attorney is registered."

13. Amendment of the Articles of Association

13.1 Registration in VPS as a condition for participation and voting at the General Assembly

Pursuant to Section 4-2 third paragraph of the Norwegian Public Limited Liability Companies Act, the company may in its Articles of Association determine that the right to participate and to vote shall be subject to registration of the transfer of shares in the shareholders register (VPS) within the fifth weekday prior to the General Assembly. The Board of Directors is of the opinion that such a regulation will make it easier for the company to plan the General Assembly and to supervise the participating shareholders, and therefore proposes that the General Assembly adopts a resolution for an amendment in the Articles of Association. Accordingly, the Board of Directors proposes that the company's Articles of Association is amended by adopting a new § 9 with the following wording:

§ 9:

"The right to participate and to vote at the General Assembly may only be exercised to the extent that the transfer of shares has been registered in the shareholders register within the fifth weekday prior to the general assembly (the registration day)."

13.2 Requirement for prior notice for participation in the General Assembly

Pursuant to the Norwegian Public Limited Liability Companies Act § 5-3 first paragraph, the Articles of Association may stipulate that shareholders who wish to participate in the General Assembly (personally or by proxy) shall give notice to the company within a certain deadline of no more than five days prior to the meeting. The Board of Directors is also of the opinion that such a regulation will make it easier for the company to plan the General Assembly and to supervise the participating shareholders, and therefore proposes that General Assembly adopts a resolution for an amendment in the Articles of Association. Accordingly, the Board of Directors proposes that the company's Articles of Association is amended by adopting a new § 10 with the following wording:

§ 10:

"Shareholders who want to participate in the General Assembly, personally or by proxy, shall give notice to the company within a certain deadline to be stated in the summons. The deadline may not be longer than 5 days in advance of the date of the General Assembly. A shareholder that has not given notice within the deadline may be denied participation in the General Assembly."

13.3 Casting of advance vote

Pursuant to the Norwegian Public Limited Liability Companies Act § 5-8 b), the Articles of Association may stipulate that the shareholders may cast their votes in writing, also by means of electronic communication, in a given period prior to the General Assembly. The act presupposes that a satisfactory method for authentication of the sender of the vote is applied. The Board of Directors is of the opinion that such method of casting votes is appropriate and will simplify the opportunity of the shareholders to exercise their voting rights. Accordingly, the Board of Directors proposes that the company's Articles of Association is amended by adopting a new § 11 with the following wording:

§ 11:

"Shareholders may cast their votes in writing or electronically no later than 2 days prior to the General Assembly. The Board of Directors sets forth the details on how the casting of the votes shall be carried out in the summons for the General Assembly."

In addition, the Board of Directors proposes that the General Assembly resolves to renumber the current § 9 of the Articles of Association to § 12.

o o O o o

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This notice and the enclosed registration and proxy form have been sent to all shareholders with a known address. Pursuant to the Articles of Association’s regulation that documents relating to issues that shall be dealt with by the General Assembly may be provided at the company’s web site, the company’s annual report and the auditor’s report for 2009, the Nomination Committee’s proposal and this summons with all attachments have been made available on Atea ASA’s website, www.atea.com/gf. All documents are also available at the company’s address. The aforementioned documents will be sent to any shareholders who contact the company.

There are a total of 95,527,022 shares in Atea ASA. All the shares have equal voting and other rights in the company.

Shareholders who are registered in the register of shareholders or have reported or documented their acquisition of shares, and the acquisition is not impeded by provisions in the Articles of Association, can exercise their shareholder rights, including participation in the General Meeting, cf. Section 4-2 of the Norwegian Public Limited Liability Companies Act, cf. Section 5-2.

Pursuant to Section 5-11 of the Norwegian Public Limited Liability Companies Act, shareholders are entitled to consideration of items at the General Meeting that they have reported in writing to the Board of Directors within seven days prior to the deadline for summons of the General Assembly, together with a proposal for resolution or grounds for the question being raised at the agenda. If the notice has already been sent, then a new notice shall be sent if the deadline for the summons has not expired. A shareholder is also entitled to provide proposals for resolutions.

Pursuant to the General Meeting regulatory (regulative of 6 July 2009 nbr. 983) and the Norwegian Public Limited Liability Companies Act § 5-15, 1st section, a shareholder may request that members of the Board of Directors, members of the corporate assembly and the Managing Director at the General Meeting provide available information regarding circumstances that may have an impact on the judgement of the approval of the annual account and the annual report, issues that has been presented to the shareholders for resolution, the company’s financial position, hereunder the operation of other companies in which the company participate and other issues that the General Meeting shall deal with, unless the information that is requested cannot be provided without disproportionate harm to the company. Shareholders that would like to set forth such request must do this in writing within 15 April 2010 by sending a notice according to what is stated below.

Shareholders who wish to participate at the General Meeting are requested to give notice to Atea ASA via:

DnB NOR Bank ASA
Verdipapirservice
0021 Oslo

Fax: (+47) 22 48 11 71 or Tel.: (+47) 22 94 93 10

by 12:00 a.m. 27 April 2009.

Shareholders can register on Atea ASA’s website (www.atea.com/gf), via Investor services or by fax. For further information, please see the enclosed registration form.

Shareholders who wish to appear by proxy may use the enclosed proxy form. The Board Chairman is willing to accept such proxies.

Yours sincerely
for the Board of Directors of Atea ASA

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Recommendation from the Nomination Committee of Atea ASA to the General Assembly to be held 29 April 2010

According to the Articles of Association of Atea ASA, a Nomination Committee shall propose candidates to the shareholders-elected members of the Board of Directors and give a statement regarding the remuneration of the Board of Directors. The present members of the Nomination Committee were elected by the General Assembly on 29 April 2009, and has comprised of Carl Espen Wollebekk and Karl Martin Stang. In addition, Ib Kunøe has been a member of the Nomination Committee in his capacity as the Board Chairman as set forth in the Articles of Association.

The Nomination Committee has held 3 meetings prior to this recommendation.

Election of the Board of Directors

The shareholders-elected members of the Board of Directors in the preceding period have comprised of Ib Kunøe (Chair), Cathrine Foss Stene, Kristine M. Madsen, Sven Madsen and Sigrun Ingrid Hjelmqvist. All members of the Board of Directors will be on election. Accordingly, the Nomination Committee will recommend all of the shareholders-elected members of the Board of Directors for the coming period of two years. The Nomination Committee has emphasized to recommend a new Board of Directors who is able to ensure the following interests:

i) Continuity and renewal of the shareholders' representatives to the Board of Directors
ii) A composition of the members of the Board of Directors to ensure qualified and professional support to the management, and
iii) Sufficiently independency of the major shareholder of the company to ensure that the supervisory tasks of the Board of Directors is safeguarded.

On this basis, the Nomination Committee will propose that the following persons will be elected as members of the new Board of Directors:

Ib Kunøe (reelected), Kristine M. Madsen (reelected), Sven Madsen (reelected) and Sigrun Ingrid Hjelmqvist (reelected) and Morten Jurs (newly elected). Cathrine Foss Stene wishes to be dismissed.

The General Assembly will have knowledge of the current members of the Board of Directors recommended for reelection, i.a. through presentations in previous financial statements. The proposed new member of the Board of Directors is briefly described as follows:

Morten Jurs (b. 1960) holds a Master of Science in Business and Economics/MBA from University of Wyoming. He is CEO of Pronova BioPharma ASA, and has previously held the positions as CFO of Pronova BioPharma, CFO of Kitron ASA and CFO of Broadband Mobile. He has broad professional experience from start-ups and growth companies.

The recommendation of the Nomination Committee suggests that the Board of Directors of the coming election period will comprise of five shareholders-elected members and three members elected by and among the employees. The election by the General Assembly does not affect the right of the employees to representation in the Board of Directors.

Remuneration of the members of the Board of Directors

The General Assembly decided in 2009 to remunerate the members of the Board of Directors for the financial year 2008 with NOK 300,000 to the Board Chairman, NOK 150,000 to each of the shareholders-elected members of the Board of Directors and NOK 100,000 to each of the employee-elected members of the Board of Directors.

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The Nomination Committee recommends the General Assembly to maintain the remuneration level with the same amounts for the financial year 2009.

The recommendation was adopted in unison.

Oslo 8 April 2010

Ib Kunøe
(sign.)

Carl Espen Wollebekk
(sign.)

Karl Martin Stang
(sign.)