Tandberg Data

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Press Release

Notice of shareholders' meeting

March 11, 2008

Category: Tandberg Data - AMERICA

An extraordinary shareholders` meeting will take place 12 March 2008 at 9 am CET at the company`s offices in Økernveien 94, 0579 Oslo.

The following matters are on the agenda:

  1. Opening of meeting by chairman of the board Gudmundur Einarsson

  2. Election of chair of the meeting and one person to co-sign the minutes

  3. Approval of the notice of shareholders` meeting and proposed agenda

  4. Reduction of share capital

  5. Conversion to share capital of 50 % of face value of convertible bonds - amendment of bond terms

  6. Share capital increase

  7. Share splice (merger of shares and change of face value)

  8. Proxy to the board of directors re convertible loan/ increase share capital in connection with possible amendment of terms of Nerland Investment`s loan - new convertible rights

  9. Amendment of the terms of warrants - Cyrus Capital Partners LP

  10. New stock option programme for employees - proxy for capital increase related to employee stock options

The background for the extraordinary shareholders` meeting is the need to refinance the Company. The advisor of the Company, Arctic Securities ASA, has on behalf of the Company carried out negotiations with Cyrus Capital, Nerland Investment and Norsk Tillitsmann ASA in order to find a total finance solution. This includes a proposal to amend the terms of the outstanding convertible Bond Loan that was issues pursuant to shareholders` meeting resolution of 15 November 2006. Original total Bond Loan Amount was NOK 155 millions. The amended terms implies among others, a conversion of 50% of outstanding Bonds. Norsk Tillitsmann ASA supports the proposal for refinancing as it has been negotiated, however the completion of the refinancing will require that the Bondholders` Meeting pursuant to Loan Agreement of 6 November 2006 re Bond Loan with ISIN NO 001 34082.1, resolves by 13 March 2008 to accept the amended terms pursuant to the terms proposed to be resolved by the shareholders` meeting of Tandberg Data on 12 March 2008.

The share capital of the Company will be decreased by NOK 103,888,784.19 from NOK 104,363,162.20 to NOK 474,378.01 in connection with the refinancing. The share capital decrease is subject to the completion of the rights issue (capital increase) that is proposed to be resolved. It has been proposed that the convertible bond owners will receive pre-emptive subscription rights in the rights issue, on equal terms as shareholders, for the amount of the Bonds that is resolved converted into share capital.

See enclosed Notice of shareholders` meeting (with enclosures) for further information regarding the various resolutions that is proposed to be passed at the shareholders` meeting in relation to the refinancing.


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