StrongPoint — Proxy Solicitation & Information Statement 2010

Apr 16, 2010

To the shareholders of PSI Group ASA

NOTICE OF ORDINARY GENERAL MEETING

An Ordinary General Meeting of PSI Group ASA will be held at Thon Conference Vika Atrium, Munkedamsveien 45, 0250 Oslo:

At 9.00 hrs CET on 7 May 2010

The General Meeting will be opened by the Chairman of the Board of Directors Svein Jacobsen. 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 chairperson
4. Approval of the annual accounts and the annual report of the 2009 financial year

The annual accounts, the annual report and the auditor's report for the 2009 financial year are available on the company's website (address provided below). The Board of Directors proposes that dividends are not distributed for the 2009 financial year.

1. Determination of remuneration to the Board members

The company's nomination committee proposes that the directors' remuneration for the period from the ordinary General Meeting in 2010 until the ordinary General Meeting in 2011 is set at NOK 300 000 for the Chairman of the Board and NOK 175 000 for each of the other board members and that the remuneration to work related to different committees is set at NOK 10,000 per meeting for the committee chairman and NOK 5,000 for the other committee members. The same amounts will be paid for committee work during the period from 01.01.10 - 07.05.10. The recommendations from the nomination committee have been made available on the company's website.

1. Approval of the auditor's fee

The Board of Directors proposes that the General Meeting approves the auditor's fee for the 2009 financial year. The fee for auditing and related services amounts to NOK 1,487,900.

1. Discussion of the Board of Directors' declaration of the specification of salaries and other remuneration for leading personnel pursuant to section 6-16 a of the Norwegian Public Limited liabilities Companies Act

Pursuant to section 6-16 a of the Public Limited Liabilities Companies Act, the Board of Directors has prepared a declaration of the specification of salaries and other remuneration to leading personnel. An advisory vote will be held at the General Meeting regarding this declaration. The declaration is enclosed in note 9 to the annual accounts.

1. Election of Board members

The Board presently consists of Svein S. Jacobsen (Chairman of the Board), Erik Pinnås, Bente Holm Mejdell and Guri Kogstad. Jacobsen, Pinnås and Kogstad are not up for re-election. Bente Holm Mejdell will relinquish her position on the company board. The nomination committee's recommendation is that Patrick Sandahl and Selma Kveim are elected as board members. Reference

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is also made to the nomination committee's recommendations that have been made available on the company's website.

9. Election of members of the nomination committee

Pursuant to the articles of association, PSI Group ASA shall have a nomination committee that is elected at the General Meeting. The committee presently consists of Erik Pinnås, Knut Harald Nilsson and Patrick Sandahl. All members are up for re-election. Since Sandahl has been recommended for a board position, the nomination committee proposes that Halvard Skogheim is elected as a new member to replace Sandahl, while Pinnås and Nilsson are re-elected. Reference is also made to the nomination committee's recommendations that have been made available on the company's website.

10. Specification of the remuneration to the members of the nomination committee

The company's nomination committee proposes that the remuneration to the members of the nomination committee for the period from the ordinary General Meeting in 2010 until the ordinary General Meeting in 2011 is set at NOK 10,000 per meeting for the committee chairman and NOK 5,000 for the other committee members. Reference is also made to the nomination committee's recommendations that have been made available on the company's website.

11. Authorisation for the Board to increase the share capital

The Board of Directors proposes that pursuant to section 10-14 of the Public Limited Liability Companies Act, the General Meeting grants the Board of Directors authorisation to increase the company's share capital by up to NOK 1,860,000, which constitutes 3,000,000 shares.

The objective of the authorisation is to give the Board of Directors the possibility to issue shares that can be used in connection with future private placements, acquisitions of companies within the same industry, potential strategic acquisitions and/or mergers. It is desirable that in such situations the Board of Directors has the opportunity to act quickly if this is considered to be in the joint interests of the company and the shareholders. It follows from the purpose of the authorisation that the shareholders' preferential rights can be disregarded, cf. section 10-4 of the Public Limited Liability Companies Act. The authority shall apply until the next Ordinary General Meeting, however not after 30 June 2011, and replaces the authorisation that was granted at the Ordinary General Meeting on 8 May 2009.

The Board of Directors proposes that the General Meeting pass the following resolutions:

(i) Pursuant to 10-14 of the Public Limited Liability Companies Act, the Board of Directors is granted a general authorisation to increase the share capital of the company by up to NOK 1 860 000,
(ii) The authorisation is valid until the next Ordinary General Meeting, however no longer than 30 June 2011.
(iii) The shareholders' preferential rights to the new shares can be disregarded pursuant to section 10-4 of the Public Limited Liability Companies Act.
(iv) The authorisation also includes an increase in the share capital of non-cash contributions, the right to incur responsibilities for the company, cf. section 10-2 of the Public Limited Liability Companies Act, and a capital increase by merger pursuant to section 13-5 of the Public Limited Liability Companies Act. The authorisation is also applicable in a take-over situation, cf. section 6-17 of the Securities Trading Act.
(v) The authorisation granted at the Ordinary General Meeting on 8 May 2009 to increase the share capital does not apply from the date this authorisation is registered.

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12. Authorisation for the Board to acquire its own shares

The Board of Directors proposes that, pursuant to section 9-4 of the Public Limited Liability Companies Act, the General Meeting grants the Board of Directors authorisation to acquire own shares with a total nominal value of up to NOK 1,327,296, which constitute 2,210,800 shares and represent just under 10% of the company's share capital. The objective of the authorisation is to enable the Board of Directors to ensure an optimal capital structure at all times and that the company shall be able to have holdings of own shares which the Board can use as consideration in connection with potential acquisitions. The authorisation shall apply until the Ordinary General Meeting in 2010, however not after 30 June 2011 and shall replace the authorisation granted at the General Meeting on 8 May 2009.

The Board of Directors proposes that the General Meeting passes the following resolutions:

(i) Pursuant to section 9-4 of the Public Limited Companies Act, the Board of Directors is authorized to acquire own shares of the company with a total nominal value of NOK 1,327,296, which represents just under 10% of the company's share capital.

(ii) The highest amount which can be paid per share is NOK 100 and the lowest is NOK 0.10.

(iii) The Board of Directors can sell shares at a price that is roughly equivalent to the market price. Aside from this, the acquisition and sale of shares can take place as the Board of Directors sees fit, however provided that it is not permitted to subscribe for own shares. The authorisation may also be used in take-over situations, cf. Section 6-17 of the Securities Trading Act. The Board of Directors shall ensure that the rules regarding equal treatment of the company's shareholders and the prohibition against granting shareholders unreasonable benefits to the detriment of other shareholders are respected.

(iv) The authorisation is valid until the next Annual General Meeting, however no longer than 30 June 2011.

(v) In the event that own shares are sold, the authorisation also covers the purchase of new shares to replace sold shares, provided that the company's total holding of own shares does not exceed the 10% limit.

(vi) The authorisation to purchase shares with a total nominal value of NOK 1,327,296 granted at the Extraordinary General Meeting on 8 May 2009 does not apply from the date this authorisation is registered.

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Shareholders wishing to attend the General Meeting (either in person or by proxy) are requested to give notice by sending the enclosed registration form which is available at the company's website to the company at the fax number or email address stated on the form by 4pm on 5 May 2010.

The Shareholders that are prevented from attending can be represented by a proxy. The proxy form, including detailed instructions for the use of the form, is available on the company's website. If desirable, proxy may be given to the Chairman of the Board Svein Jacobsen. Completed proxy forms can either be sent to the company before 4pm on 5 May 2010 or handed in at the General Meeting. Proxies can be sent either by telefax (telefax no.: 63 83 58 01) or as a scanned attachment to an email (email address: anders@psi.no).

PSI Group 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 22,188,020 shares, each of which has one vote. The shares also have the same rights. As of the date of this notice, the company holds 1 197,927 own shares, for which votes cannot be cast.

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A shareholder has the right to submit proposed resolutions for items that are on the agenda and to request that the board members and the Chairman of the Board provide available information about matters which can influence the assessment of (i) the approval of the annual accounts and annual report, (ii) matters that shall be decided by the shareholders, and (iii) the company's financial position, including activities in other companies which the company holds stakes in and other matters which the General Meeting shall address, unless the information that is requested can not be provided without causing disproportionate harm to the company.

This notice, other documents related to the matters that will be addressed at the General Meeting, including the documents referred to in this notice, proposed resolutions to the items in the suggested agenda, as well as the company's Articles of Association, are available at the company's website: www.psi-asa.com/no/Investor/. Shareholders can contact the company by post, telefax, email or telephone to be sent the relevant documents. Address: PSI Group ASA, Postboks 134, 2011 Strømmen, telefax: 63 83 58 01, email: anders@psi.no or telephone no: 03254.

Rælingen, 15 April 2010

For the Board of Directors of PSI Group ASA

Svein Jacobsen
Chairman

Overview of appendices etc to the notice which are available at the company's internet site set out above

Appendix 1: Annual accounts, annual report and auditor's report for the 2009 financial year
Appendix 2: Form for registration and proxy to the General Meeting
Appendix 3: Recommendations from the Nomination Committee

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REGISTRATION – GENERAL MEETING OF PSI GROUP ASA ON 7 MAY 2010

Notice of attendance at the ordinary General Meeting on 7 May 2010 can be sent via this attendance slip. The registration should be received by the company no later than 4pm on 5 May 2010 and may be sent to the company via telefax (fax: +47 63 83 58 01) or email (email: anders@psi.no). If you are unable to attend after you have registered, a written and dated proxy can be submitted at the General Meeting.

The undersigned will attend the ordinary General Meeting of PSI Group ASA on 7 May 2010 and will (check-off):

☐ Vote for my/our shares
☐ Vote for shares pursuant to the enclosed proxy(ies)

The name and address of the shareholder:

Date
Place
The signature of the shareholder

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