Extraordinary Meeting of Shareholders



An extraordinary Meeting of Shareholders of TOMRA SYSTEMS ASA will be held as follows:

Time of meeting: Tuesday, 21 November 2000 at 2:00 p.m.

Place of meeting: Tomra Systems ASA offices, Drengsrudhagen 2, Asker, Norway.

Registration: Opens at 13:15 p.m.

The Extraordinary Meeting of Shareholders will cover the following issues:

1. Approval of the Notice and the Agenda
2. Election of two shareholders to co-sign the meeting's protocol
3. Split of shares - one new share for every old share.
4. New share option program for 2001.

We welcome all Shareholders to attend the Shareholders Meeting.

The enclosed material contains the proxy and registration forms.

TOMRA SYSTEMS ASA


Jan Chr. Opsahl (sign.)
Chairman of the Board



Enclosures


Appendix to the Notice of the Extraordinary Meeting of Shareholders of
TOMRA SYSTEMS ASA, to be held 21 November 2000

Proposal 3 Split of shares; one new share for each old share
The Board of Directors proposes to split the shares in two by issuing one new share for each old share through splitting the par value per share from NOK 2.00 to NOK 1.00. The split will be effective for shares traded after 21 November 2000 which is the last inclusive date, with Wednesday 22 November 2000 as the first day of trading of shares at the new par value. §4 in the Articles of Association will be changed accordingly.

Proposal 4 New share option programs for 2001

Point 4A Authorization to the Board to issue shares to employees in the Tomra Group.
The Board wants the employees to be connected to the company through active joint ownership. The Board has thus decided to renew this year’s bonus share program to employees who work in companies within the group, which reach their budgeted profit for the year 2001. According to the program, each employee will obtain a right to buy shares at a price corresponding to the share price at year-end 2000. This right can at the earliest be executed after the Board’s formal approval of the Financial Statement for 2001, normally February 2002.

It is proposed that the Board is authorized to increase the share capital with up to 2,500,000 shares (1.4%) of face value NOK 1.00 at a share price equal to the share price at year-end 2000, in a directed issue to employees in the Tomra Group. Existing shareholders' precedence according to Allmennaksjeloven (General Law on Stock Companies) §10-4 must be waived. To the extent authorization is granted the Board can change the by-laws §4 accordingly. The authorization shall be valid until ordinary annual meeting spring 2002.

The Board will at the ordinary annual meeting 2002 seek to convert earned rights by the employees to shares according to this plan, into subscription rights which can be held up to five years until spring 2007.

Point 4B Authorization on directed stock issue towards management personnel
One of the existing share option programs in TOMRA expires by the end of year 2000. To ensure that TOMRA can offer competitive conditions for new management staff, the Board asks for authorization to continue the incentive programs linked to the share price development. The Board may set individual performance targets for the options. The proposed program will be extended with a frame of 1,500,000 shares, giving a total scope for this arrangement within TOMRA of 7.5 million shares (4.3%), all valid for a period of three years.

The following is proposed:
The Board is authorized to expand the share capital with up to 1,500,000 shares at face value NOK 1.00, as a base for a share option plan for management staff at market value at the time the options are granted, or at a rate similar to the average rate of last month before time of grant. This implies that shareholders must waive their right of priority according to Allmennaksjeloven (General Law on Stock Companies) § 10-4. If authorization is granted, the Board may change the by-laws §4 accordingly. The authorization will be valid until the ordinary annual meeting spring 2002.

At the annual spring meeting 2002, the Board will seek to prolong this authorization for another two years.

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