Invitation to AGM 19 May 2011

Protocol AGM 19 May 2011

Attachment 1 19 May 2011

Attachment 2 19 May 2011

엘텍 파워 시스템

PSC305 HV/LV DC/DC コンバーター

製品詳細

PSC305 DC/DCコンバーターシリーズは産業用アプリケーション向け、一次スイッチモードDC/DCコンバーターです。PSC305は強制対流もしくは自然対流のどちらも可能です。標準ソリューションは6台（3U19インチ/48.26cm）までサブラックが利用可能です。

CORPORATE GOVERNANCE AND SOCIAL RESPONSIBILITY

A new set of policies was also developed with regards to strategy, delegation of authority, accounting and financial reporting, internal transactions, risk management, tax, treasury, procurement, human resources, anti-corruption, information technology, and communication. The recommended set of governing documents and group policies was approved by the Board of Directors in June 2008.

Eltek also acknowledges its responsibilities to a broader set of stake-holders, and has developed corporate social responsibility principles applicable to the organization, its Board members, managers, employees, hired staff, consultants, intermediaries, and other acting on Eltek’s behalf. The principles for Corporate Social Responsibility and Corporate Governance are available on the company’s website.

Eltek seeks compliance with the recommendations in the Norwegian Code of Practice for Corporate Governance, as described in the following.

The scope of Eltek’s business activity is stated in the company’s articles of association, and the company has defined clear goals and strategies within the framework of its mission statement. The object of the company is development, production and sale of equipment and services within the sectors of energy supply, data- and telecommunications and other activities, also through ownership and participation in other companies.

The Board of Directors would propose to distribute to the Shareholder any distributable equity exceeding the company’s capital requirements. However, the parent company Eltek ASA had no distributable equity at 31 December 2008.

The Board of Directors’ authorizations to execute capital increases or buy back own shares are limited as follows: a general power of attorney to increase the share capital by up to NOK 4 900 000, a power of attorney to increase the share capital up to NOK 2 300 000 in connection with the company’s option program, and a power of attorney to acquire own shares up to NOK 4 900 000. Authorizations are valid until the following ordinary general meeting.

Eltek has one class of shares, and one share carries one vote. The articles of association include no limitations to trading. Deviations from existing shareholders’ pre-emptive rights in capital increases have been and will be explained. If Eltek should purchase own shares, the trading will be executed over Oslo Stock Exchange under normal trading terms.

In the case of material transactions between the company and shareholders, members of the Board or key employees and associated parties, the Board of Directors will seek independent, third-party value estimates, unless the transaction is being presented to the General Meeting. The Board of Directors will also seek independent valuation in the case of transactions with subsidiaries with minority shareholders, except for ordinary business transactions on general market terms. Eltek’s guidelines are designed to secure that Directors and key employees report to the Board of Directors if they directly or indirectly have significant interests in transactions entered into by the company.

The General Meeting is normally hosted at the company’s premises in Drammen, although it may be held in Oslo. Notice of the General Meeting will be sent to all shareholders with known address at least 14 days in advance, together with the agenda and the proposal from the nomination committee. The notice will be formed in compliance with the recommendations.

The documents will be made available on the company website, which will also incorporate information about the shareholders’ rights to present cases to the General Meeting, proposed resolutions, and proxy forms. The documentation will be sufficiently detailed to enable shareholders to consider all items on the agenda. Registration deadline will be the day before the meeting, and shareholders prevented from attending may vote by proxy. The Board of Directors and the General Meeting chairperson will ensure that the General Meeting gets the opportunity to vote for each candidate to the Board of Directors or other corporate bodies. The Chairperson of the General Meeting is elected in the meeting, and the Chairman of the Board, the nomination committee and the company’s auditor will be present on the General Meeting.

Report of the Board of Directors

All the goodwill related to Eltek Valere was written down at the end of the year. Combined with other recognized special items this affected operating profit negatively by NOK 843 million. The reported operating loss was NOK 616 million in 2008, compared to an operating profit of NOK 45 million in 2007. Adjusted for these items the operating profit was NOK 227 million in 2008, reflecting improved underlying operating profit in all the three business units. In 2007 the comparable underlying operating profit was NOK 132 million.

Increased net debt, higher interest rates and adverse currency developments generated net financial costs of NOK 143 million in 2008, compared to positive financial items of NOK 3 million in 2007. Loss before tax amounted to NOK 758 million, compared to a profit before tax of NOK 49 million for 2007.

PRESENTATION OF ACCOUNTS

Pursuant to Section 3-3 of the Norwegian Accounting Act, the Directors confirm that the accounts have been prepared under the assumption that the enterprise is a going concern and that this assumption was realistic at the date when the accounts were approved.

The Eltek Group reports its consolidated financial statements in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union from 1 January 2005. For more information, please refer to the notes to the consolidated financial statements.

FINANCIAL PERFORMANCE – INCOME STATEMENT

The information below describes the financial information included in the reported Income Statement, in which the acquisition of Valere Power has been consolidated effective from 1 June 2007. Due to the acquisition, the Income Statement for 2008 is not directly comparable with 2007, neither for the Group nor for Eltek Valere.

ORDER ENTRY AND REVENUE

The Eltek Group reported order entry of NOK 6 252 million in 2008, which was an increase of 19 percent from 2007. Revenue increased 24 percent to NOK 5 958 million, reflecting 20 percent growth for Eltek Valere and 31 percent for Nera Networks, while Nera Telecommunications (NeraTel) reported a slight decline of two percent.

The growth was partly explained by the acquisition of Valere Power in 2007, while organic growth was 18 percent in 2008.

Invitation to EGM 19 December 2008

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