Vizrt Minutes of the Annual Meeting of Shareholders
VIZRT LTD. (the "Company")
MINUTES OF ANNUAL MEETING OF SHAREHOLDERS
HELD AUGUST 27, 2009
| Shareholders Present by Prxoy: | Number of Shares |
| Strømmen Svien Ove | 2,215,500 |
| Delta Invest AS | 222,749 |
| Pelmentes AS | 438,928 |
| WEB Publishing Holding AS | 290,870 |
| Dorothy Holding AB | 10,664,003 |
| Holberg @ (Alpha) | 38,000 |
| Holberg Norge | 1,892,069 |
| Holberg Norden | 836,020 |
| Holberg Norden II | 52,000 |
| Holberg Norden III | 184,750 |
| KLP Aksjeorgeindeks | 176,300 |
| Orkla ASA | 6,511,748 |
| Alfred berg Aktiv | 930,886 |
| Alfred Berg Aktiv II | 62,100 |
| Alfred Berg HumanFond | 101,400 |
| Alfred Berg Norge + | 1,135,700 |
| Alfred Berg Norge | 516,000 |
| Alfred Berg Indeks | 24,900 |
| Berg Bjarne | 698,976 |
| CitiGroup Global Markets Deutschland AG & Co., KGaA | 265,003 |
| TOTAL | 27,257,902 |
The above represents a legal quorum
Chairman of the Meeting: Dalia Rabin
RESOLVED:
1. TO ELECT Svein Ove Strommen as a director of the Company for the coming year.
27,257,902 shares voted for
TO ELECT John Ranelagh as a director of the Company for the coming year.
27,257,902 shares voted for
TO ELECT Tore Sviland as a director of the Company for the coming year.
27,257,902 shares voted for
TO ELECT Andres Lidbeck as a director of the Company for the coming year.
27,257,902 shares voted for
TO ELECT Frode Strand Nielsen as a director of the Company for the coming year.
25,042,402 shares voted for
2,215,500 shares voted against
2. TO APPOINT Kost Forer Gabbay & Kasierer as the independent public auditors of the Company for the year ending December 31, 2009 and to authorize the Board of Directors to fix their remuneration.
27,257,902 shares voted for
3. TO APPROVE the compensation to the directors (not including the external directors) of the Company as follows:
(i) An annual fee of US $30,000 for serving as the Chairman of the Board of Directors.
(ii) An annual fee of US $18,000 for serving as a Chairman of a Committee of the Board of Directors.
(iii) An annual fee of US $15,000 for serving as a member of the Board of Directors.
(the "Annual Fee").
Each director shall be entitled only to one of the compensations above listed. In the event a director shall not serve for a full one year term such director shall be entitled to the pro rata portion of the Annual Fee based on the period served in office during such year of service.
Further, TO APPROVE the payment to the directors (not including the external directors) of an amount of US $1,200 per working day of a director (including face to face meetings of the Board of Directors) up to a maximum of four working days per month (the "Per Day Fee").
The payment of the Annual Fee and the Per Day Fee shall be effective retroactively as of July 1, 2009.
27,257,902 shares voted for
A REVIEW & DISCUSSION the Company's consolidated financial statements for the year ended December 31, 2008 was provided.
Dalia Rabin, Chairman of the Meeting