Tandberg Data

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Press Release

Tandberg Data's EGM has approved the proposal for financial restructuring

March 12, 2008

Category: Tandberg Data - AMERICA

The shareholders` meeting held 12 March 2008 at 9 am CET has approved the proposed restructuring plan, including share capital reduction through a change in par value,, conversion of 50% of the Unsecured Convertible Bond Issue (TAD01) to share capital and new Equity Offering as described below.

Equity Offering
NOK 100 - 150 million in gross proceeds (representing nominal increase in share capital of NOK 50 - 75 million).

The price is the Equity Offering will be NOK 0.02 per share(par value per share NOK 0.01).

The following groups, provided they have such ownership at the end of trading day on 12 March 2008, will be granted pre-emptive subscription rights pursuant to the Public Limited Company Act sec 10-4 first paragraph:

  1. Shareholders
  2. Holders of 5 million warrants (Cyrus Capital)issued pursuant to EGM resolution of 22 June 2006
  3. Bondholders (Convertible Bond Issue TAD01) for the 50% of Bonds that is resolved converted into shares.

Transferable subscription rights will be issued, and are intended to be listed on Oslo Børs in connection with the Equity Offering.

The Shares, Bonds and above mentioned warrants (of 22 June 2006) will be traded including subscription rights today 12 March, and excluding such rights on 13 March.

Share consolidation
Following the registration of the new shares in the Equity Offering, the proposed share consolidation (`reverse split`) was appoved, so that 100 shares with par value NOK 0.01 each is consolidated into one share with face value NOK 1. It is not possible to issue any fractional-share. The Company will without compensation transfer the necessary amount of shares so that all fractional shares may be rounded up to one whole share, however limited to 150,066 shares, which is the number of shares that the Company holds as treasury stock. In case 150,066 shares is not sufficient to make all fractional-share be rounded up to one whole share, then the shareholder Nerland Investment AS will transfer the necessary amount so that all fractional shares may be rounded up to the nearest whole share.

The share consolidation will take place the day after the converted and new shares are duly registred in VPS and Oslo Stock Exchange, assumed to be approx. 10th April 2008.

The share consolidation was originally proposed as 1000 to one share, but the shareholders` meeting resolved a consolidation from 100 to one share. This change also affected the proposed employee share option program and proxy related to the program.

English translation of minutes of shareholders` meeting is attached.

TAD_EGM_minutes_12_March_2008.pdf

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