APRIL 2017

Continuing obligations of stock exchange listed companies

2

CONTENTS

1 GENERAL ................................................................................................................................................................ 5

1.1 INTRODUCTION .......................................................................................................................................................... 5 1.2 SCOPE ...................................................................................................................................................................... 5 1.3 CLASSIFICATION OF COMPANIES ETC. .............................................................................................................................. 6

2 GENERAL PROVISIONS ............................................................................................................................................ 6

2.1 EQUAL TREATMENT..................................................................................................................................................... 6 2.2 GOOD STOCK EXCHANGE PRACTICE................................................................................................................................. 6 2.3 COMPLIANCE WITH THE TERMS AND CONDITIONS FOR ADMISSION TO LISTING ......................................................................... 6 2.4 MINIMUM MARKET VALUE REQUIREMENT ....................................................................................................................... 7 2.5 CONTACT PERSONS ..................................................................................................................................................... 7 2.6 INFORMATION TO BE PROVIDED TO OSLO BØRS ................................................................................................................ 7 2.7 COMMUNICATION WITH OSLO BØRS .............................................................................................................................. 9 2.8 PUBLIC DISCLOSURE OF INFORMATION IN SPECIAL CIRCUMSTANCES ...................................................................................... 9

3 CONTINUING DUTY OF DISCLOSURE ETC. ............................................................................................................... 9

3.1 INSIDE INFORMATION .................................................................................................................................................. 9 3.1.1 The content of the duty to provide information ................................................................................................ 9 3.1.2 Delayed publication ........................................................................................................................................ 10 3.1.3 Management of information prior to publication ........................................................................................... 11 3.1.4 Duty of prior notice when publicly disclosing particularly price-sensitive events ........................................... 12

3.2 CORPORATE ACTIONS ETC........................................................................................................................................... 13 3.3 TRANSACTIONS WITH CLOSE ASSOCIATES ....................................................................................................................... 14 3.4 DETAILED STOCK EXCHANGE ANNOUNCEMENT ............................................................................................................... 15

3.4.1 When the duty of disclosure is incurred .......................................................................................................... 15 3.4.2 The content of the announcement .................................................................................................................. 16 3.4.3 Timing of the announcement .......................................................................................................................... 17

3.5 INFORMATION DOCUMENT ......................................................................................................................................... 17 3.5.1 When the duty of disclosure is incurred .......................................................................................................... 17 3.5.2 The content of the information document ...................................................................................................... 20 3.5.3 Particular requirements in connection with specific types of transactions ..................................................... 23 3.5.4 Timing of publication ...................................................................................................................................... 24 3.5.5 Review and format of the information document .......................................................................................... 25 3.5.6 Relation to the duty to prepare a prospectus ................................................................................................. 25

3.6 NOTICES TO SHAREHOLDERS ....................................................................................................................................... 26 3.7 ANNUAL STATEMENT OF RESERVES .............................................................................................................................. 26

4 FINANCIAL REPORTING ........................................................................................................................................ 27

4.1 MANAGEMENT OF INFORMATION PRIOR TO PUBLICATION................................................................................................. 27 4.2 DUTY TO PUBLISH ANNUAL REPORTS AND HALF-YEARLY REPORTS........................................................................................ 27 4.3 PUBLIC DISCLOSURE OF HALF-YEARLY REPORTS ............................................................................................................... 27 4.4 PUBLIC DISCLOSURE OF INTERIM REPORTS ..................................................................................................................... 28 4.5 PUBLIC DISCLOSURE OF THE ANNUAL REPORT ................................................................................................................. 28 4.6 FINANCIAL CALENDAR FOR THE PUBLICATION OF ANNUAL, HALF-YEARLY AND QUARTERLY REPORTS AND THE DATE OF THE ANNUAL GENERAL MEETING ................................................................................................................................................................. 28

5 PROCEDURES FOR PUBLISHING AND FILING INFORMATION ................................................................................ 28

5.1 PUBLIC DISCLOSURE .................................................................................................................................................. 28 5.2 FILING .................................................................................................................................................................... 30 5.3 LANGUAGE TO BE USED.............................................................................................................................................. 30

6 DUTY TO NOTIFY TRANSACTIONS IN THE COMPANY’S OWN SHARES ................................................................... 30

6.1 DUTY OF NOTIFICATION ............................................................................................................................................. 30

3

6.2 DUTY TO DISCLOSE LARGE SHAREHOLDINGS ................................................................................................................... 31

7 CORPORATE GOVERNANCE REPORT .................................................................................................................... 31

8 PROSPECTUS ........................................................................................................................................................ 33

8.1 DUTY TO PREPARE A PROSPECTUS ................................................................................................................................ 33 8.2 REVIEW AND APPROVAL OF AN EEA PROSPECTUS ETC. ..................................................................................................... 33 8.3 TIMETABLE FOR CONFIRMATION OF PUBLICATION IN RESPECT OF CERTAIN TRANSACTIONS ....................................................... 34 8.4 TIMETABLE FOR PUBLIC DISCLOSURE OF APPROVAL OF THE PROSPECTUS ETC. ........................................................................ 34 8.5 SUBMISSION OF THE EEA PROSPECTUS OR EQUIVALENT DOCUMENT TO OSLO BØRS .............................................................. 35

9 TAKEOVER BIDS .................................................................................................................................................... 35

FOREIGN COMPANIES: SECTION 9 SHALL APPLY TO A FOREIGN COMPANY TO THE EXTENT REQUIRED BY CHAPTER 6 III OF THE SECURITIES TRADING REGULATIONS. ............................................................................................................... 36

10 THE GENERAL MEETING OF THE COMPANY ETC. .................................................................................................. 37

10.1 GENERAL ................................................................................................................................................................ 37 10.2 COMMUNICATION WITH SHAREHOLDERS ....................................................................................................................... 37 10.3 NOTICE TO CALL A GENERAL MEETING ........................................................................................................................... 37 10.4 THE RIGHT OF OSLO BØRS TO ATTEND THE GENERAL MEETING ........................................................................................... 38 10.5 REPORT OF THE GENERAL MEETING .............................................................................................................................. 38

11 CARRYING OUT CORPORATE ACTIONS ................................................................................................................. 39

11.1 GENERAL ................................................................................................................................................................ 39 11.2 CARRYING OUT CORPORATE ACTIONS............................................................................................................................ 39 11.3 FURTHER PROVISIONS ON THE EXECUTION OF MERGERS, DEMERGERS AND REDUCTIONS IN SHARE CAPITAL THROUGH DISTRIBUTION 40 11.4 CHANGES IN SHARE CAPITAL ....................................................................................................................................... 40 11.5 PUBLIC DISCLOSURE OF THEORETICAL OPENING PRICE ...................................................................................................... 41

12 CONTINUATION OF A STOCK EXCHANGE LISTING IN THE EVENT OF MERGER, DEMERGER AND OTHER MATERIAL CHANGES ...................................................................................................................................................................... 41

12.1 MERGER ................................................................................................................................................................. 41 12.2 DEMERGER ETC. ....................................................................................................................................................... 42 12.3 OTHER CHANGES TO THE COMPANY ............................................................................................................................. 43

13 FOREIGN COMPANIES AND NORWEGIAN COMPANIES WITH A SECONDARY LISTING .......................................... 43

13.1 GENERAL ................................................................................................................................................................ 43 13.2 PRIMARY LISTED COMPANIES ...................................................................................................................................... 44

13.2.1 Companies for which Norway is the home state ........................................................................................ 44 13.2.2 Companies for which Norway is the host state .......................................................................................... 45

13.3 SECONDARY LISTED COMPANIES .................................................................................................................................. 47 13.3.1 Norwegian companies ................................................................................................................................ 47 13.3.2 Foreign companies for which Norway is the home state ............................................................................ 47 13.3.3 Companies for which Norway is the host state .......................................................................................... 48

13.4 PARTICULAR REQUIREMENTS RELATED TO CORPORATE ACTIONS ......................................................................................... 50 13.4.1 General ....................................................................................................................................................... 50 13.4.2 Further provisions on the execution of mergers, demergers and reductions in share capital by distribution to shareholders ............................................................................................................................................................ 50 13.4.3 Carrying out corporate actions ................................................................................................................... 51 13.4.4 Changes in share capital ............................................................................................................................. 51

14 PRICE QUOTATION ............................................................................................................................................... 52

14.1 OSLO BØRS MEMBER AND TRADING RULES ................................................................................................................... 52 14.2 MATCHING HALT ...................................................................................................................................................... 52 14.3 TRADING HALT ......................................................................................................................................................... 52 14.4 SPECIAL OBSERVATION .............................................................................................................................................. 53

4

15 DELISTING AND SANCTIONS ................................................................................................................................. 53

15.1 DELISTING ............................................................................................................................................................... 53 15.2 TEMPORARY DELISTING .............................................................................................................................................. 54 15.3 DAILY FINE .............................................................................................................................................................. 55 15.4 VIOLATION CHARGE FOR A COMPANY WITH STOCK EXCHANGE LISTED SHARES ....................................................................... 55 15.5 REPORTING TO FINANSTILSYNET ................................................................................................................................. 56 15.6 MARKET SURVEILLANCE ............................................................................................................................................. 56

16 ADMINISTRATION BY OSLO BØRS ........................................................................................................................ 57

17 STOCK EXCHANGE APPEALS COMMITTEE ............................................................................................................. 57

18 DUTY OF CONFIDENTIALITY AND CONFLICTS OF INTEREST ................................................................................... 57

19 FEES ..................................................................................................................................................................... 58

20 COMING INTO FORCE AND TRANSITIONAL RULES ................................................................................................ 58

21 CHANGES ............................................................................................................................................................. 58

This document is a translation from the original Norwegian version. In the event of any discrepancies, the original Norwegian document will prevail.

5

1 GENERAL

1.1 INTRODUCTION

(1) These rules on the continuing obligations of stock exchange listed companies (Continuing Obligations) were approved by Oslo Børs ASA on 30 November 2005 and subsequently amended on 6 March 2007, 30 November 2007, 3 October 2008, 15 December 2009, 19 March 2010, 8 February 2011, 15 June 2011, 23 May 2012, 10 July 2012, 30 May 2013, 9 December 2015, 6 December 2016 and 1 March 2017. The Continuing Obligations are supplemented by the listing rules for shares (Listing Rules). The rules are issued in accordance with Section 1, third paragraph, of the Stock Exchange Regulations1. (2) The rules provide detailed provisions and clarifications in respect of the provisions of the Stock Exchange Act2, the Securities Trading Act3, the Stock Exchange Regulations and the Securities Trading Regulations4 as in force at any time. In the event of any conflict between the Oslo Børs rules and legislation or regulations, the legislation or regulations in question shall prevail.5

1.2 SCOPE

(1) The Continuing Obligations apply to companies that have shares listed on Oslo Børs (stock exchange listed companies).6 The provisions apply to foreign companies and to Norwegian companies with a secondary listing subject to the exceptions and clarifications set out in section 13. The exceptions and clarifications set out in Chapter 13 are also included in the commentaries to the relevant provisions of the Continuing Obligations either explicitly or by reference to the provisions of Chapter 13. Where a foreign company is exempt from a provision of the Continuing Obligations and/or exempt from the duty to file information for storage pursuant to section 5.2 because it is subject to an equivalent provision in its home state, the information must nonetheless be sent to Oslo Børs in electronic form no later than when it is published.7 (2) The Continuing Obligations also apply to the extent applicable to issuers of equity certificates listed on the Equity Certificate List. Provisions relating to the general meeting shall apply similarly to the committee of representatives and the election meeting to the extent they are applicable, cf. section 10.3, section 10.4 and section 10.5. (3) The Continuing Obligations also apply to the extent applicable to companies that have issued stock exchange listed subscription rights, including subscription rights to un-listed shares and equity certificates, as well as depository receipts and other financial instruments with characteristics similar to shares.

1 Regulation of 29 June 2007 No. 875. 2 Act of 29 June 2007 No. 74. 3 Act of 29 June 2007 No. 75. 4 Regulation of 29 June 2007 No. 876. 5 These rules lay down autonomous provisions for stock exchange listed companies, in addition to incorporating the most relevant provisions of legislation and legal regulations. The objective is to allow listed companies and other users to rely on one set of rules in their contacts with Oslo Børs. Where the rules incorporate the provisions of legislation and legal regulations, this is marked with footnotes. The rules also include commentaries providing guidance and interpretation in respect of certain of the provisions. The commentaries largely reflect the contents of Circulars issued by Oslo Børs. In the event of any conflict, the provisions shall take precedence over the contents of the commentaries. Any subsequent material changes to the commentaries will be adopted in accordance with the procedures set out in Section 21. 6 However, sections 3.1.1, 3.1.2 and 3.1.3 apply immediately from the time the application for admission to listing is submitted, cf. Listing Rules, Section 4. 7 See Section 13.2.2, ninth paragraph (companies with a primary listing) and section 13.3.3, ninth paragraph, (companies with a secondary listing).

6

(4) Except where otherwise stated, the provisions apply similarly to companies that have issued shares, subscription rights and depository receipts that are admitted to listing on Oslo Axess. References to the listing rules shall in respect of such companies be interpreted as references to the equivalent provisions in the Oslo Axess Listing Conditions. Oslo Axess is operated by Oslo Børs ASA. The roles and the authority assigned to Oslo Børs by the Continuing Obligations will also be exercised by Oslo Børs in respect of Oslo Axess.

1.3 CLASSIFICATION OF COMPANIES ETC.

(1) Stock exchange listed companies are classified by industry on the basis of the Global Industry Classification Standard (GICS). (2) Stock exchange listed shares are allocated to categories in accordance with the liquidity in the share, with a separate category for stock exchange listed equity certificates.8 Shares admitted to listing on Oslo Axess are not allocated to categories.

2 GENERAL PROVISIONS

2.1 EQUAL TREATMENT9

(1) Stock exchange listed companies must treat holders of their shares on an equal basis. The company must not expose holders of its shares to differential treatment that lacks a factual basis in the common interest of the company and the shareholders. (2) In connection with the trading or issuance of shares or rights to such shares, the company’s corporate bodies, elected officers or senior employees must not adopt measures which are likely to confer upon themselves, certain owners of shares or third parties an unreasonable advantage at the expense of other shareholders or the company. The same applies in respect of the trading or issuance of shares or rights to such shares within the group to which the company belongs.

2.2 GOOD STOCK EXCHANGE PRACTICE

Stock exchange listed companies must observe good stock exchange practice.10

2.3 COMPLIANCE WITH THE TERMS AND CONDITIONS FOR ADMISSION TO LISTING

The company shall ensure that it complies at all times with the requirements of the Listing Rules in respect of its management, board members’ fitness to participate and expertise, audit committee, free transferability of its shares and voting rights, cf. Listing Rules, Sections 2.3.4, 2.3.5 third and fourth paragraphs, 2.3.6, 2.3.7, 2.4.4 and 2.4.5.11 The listed company must carry out its own evaluation of whether the members of its board of directors have satisfactory expertise in respect of the rules that apply to listed companies pursuant to Section 2.3.5, fourth paragraph, of the Listing Rules. One way in which the expertise requirement stipulated in this section can be satisfied is for board members to attend the Oslo Børs ‘Course for board members’. For companies listed on

8 Cf. Guidelines for liquidity categories on Oslo Børs, available on the Oslo Børs website. 9 Cf. Securities Trading Act, Section 5-14. 10 See Stock Exchange Regulations, Section 14. 11 In the case of companies listed on Oslo Axess, the equivalent terms and conditions for admission to listing are stipulated in the Oslo Axess Listing Rules, Sections 2.3.1, 2.3.2 fourth paragraph, 2.3.3, 2.3.4, 2.4.4 and 2.4.5.

7

Oslo Axess, the equivalent requirement is stipulated in the conditions for admission to listing at Section 2.3.2, fourth paragraph, of the Oslo Axess Listing Rules. In the event that the company changes to a different management company, or the company enters into an agreement for a party to carry out management functions on its behalf, the company and the management company shall without undue delay enter into an agreement with Oslo Børs as stipulated in Section 2.3.7, second paragraph, of the Listing Rules. For companies listed on Oslo Axess, the equivalent listing requirements are at Section 2.3.4, second paragraph, of the Oslo Axess Rules.

2.4 MINIMUM MARKET VALUE REQUIREMENT

The market value of the company’s shares shall not be lower than NOK 1. If the market value has been lower than NOK 1 for a six-month period, the board shall implement measures to satisfy the requirement as quickly as is practically possible, and in any case no later than four months after the expiry of the six-month period. If the share price has only satisfied the requirement for minimum market value pursuant to Section 2.4, first sentence, on occasional days, this will not be sufficient to trigger the start of a new six-month period. Oslo Børs will determine when the six-month period expires. The deadline for implementing the measures will run from the day that Oslo Børs gives the company written notice that the market value of its shares has been lower than NOK 1 for a six-month period. If the company is not able to ensure that the requirement is satisfied by other measures, the company shall, no later than four months after receiving notice from Oslo Børs, call a general meeting to consider a proposal for a reverse split of the company's shares. If special circumstances prevent the company from implementing measures to satisfy the requirements of section 2.4 within four months, Oslo Børs may in exceptional circumstances extend the deadline after having received a reasoned application from the company. Such an application must be sent to the Market Surveillance and Administration Department of Oslo Børs (ma@oslobors.no).

2.5 CONTACT PERSONS

The company shall at all times have two designated persons who can be contacted by Oslo Børs. The contact persons shall be contactable without undue delay.

2.6 INFORMATION TO BE PROVIDED TO OSLO BØRS

(1) The company must immediately notify Oslo Børs of changes in the following matters:

1. The company’s listing or application for listing on any other regulated market; 2. Any ownership restrictions on the company’s shares arising as a matter of law, license terms or the

company’s articles of association, together with information where appropriate on the proportion of the shares to which any such restriction applies;

3. The international securities identification number (ISIN) used for the company’s shares by the Central Securities Depository;

4. The company’s distributor for public disclosure of information; 5. Suspension or removal from listing by another regulated market.

8

The company shall be subject to the duty to provide this information regardless of whether or not the company is also under a duty to make public disclosure of information on such changes pursuant to section 3. (2) If the company’s shares are no longer deemed to fulfil the conditions for admission to stock exchange listing, the company must notify this to Oslo Børs immediately. (3) If the company intends to amend its Articles of Association, it must submit the proposed changes to Finanstilsynet and Oslo Børs. Submission shall be by electronic means and shall take place at the latest on the date of the notice convening the general meeting at which the proposal is to be considered.12 The duty to submit the proposed changes to Finanstilsynet is deemed to be satisfied by submitting the changes proposed to Oslo Børs. (4) In the event of any changes to the information about the company that Oslo Børs requires to be recorded in its electronic portal for issuers, NewsPoint, the company must ensure that such changes are made to the information stored in the system without delay, including changes in relation to the following:

1. The company's contact details (postal and street addresses, e-mail address, website and telephone number);

2. The company's contact persons, as well as the contact persons’ e-mail address and telephone number;

3. The company's audit committee. (5) Oslo Børs may demand that the company, the company’s elected officers and the company’s employees, must, without any restriction caused by a duty of confidentiality, provide Oslo Børs with all the information necessary for Oslo Børs to carry out its legal duties.13 Oslo Børs may demand an annual update of the information mentioned in the first paragraph etc. (6) Any demands by Oslo Børs shall be made in writing and the reason for the demand shall be stated. In special circumstances, Oslo Børs may make demands orally. An oral demand shall be confirmed in writing as soon as possible. (7) The company shall, without undue delay, send to Oslo Børs an updated overview of the company’s primary insiders as mentioned in Section 3-6, third paragraph of the Securities Trading Act. The notification shall include the name of each primary insider, together with his or her personal identity number or similar identification number, address, type of office or position in the company and any other employment positions.14 Information such as that mentioned in the first, second and third paragraphs must be sent to the Market Surveillance and Administration Department of Oslo Børs ma@oslobors.no Oslo Børs takes the view that in order to satisfy the duty imposed in the third paragraph, the company must provide a draft of the Articles of Association in its entirety, cf. Ot. prp. No. 34 (2006-2007) p. 342. If the draft of the complete Articles of Association is appended to the notice calling a general meeting that is publicly disclosed pursuant to section 10.3, second paragraph, this is deemed to satisfy the requirements of the third paragraph. In all other circumstances, the draft of the complete Articles of Association must be sent to the Market Surveillance and Administration Department of Oslo Børs (ma@oslobors.no).

12 Securities Trading Act, Section 5-8, sixth paragraph. 13 Stock Exchange Act, Section 24, seventh paragraph. 14 Securities Trading Act, Section 3-6, third paragraph.

9

Guidelines on using Oslo Børs NewsPoint are available after logging in under “Help”. In order to satisfy the duty stipulated in the seventh paragraph, the company shall ensure that it records any changes to the company's primary insiders in the primary insider register in the Oslo Børs NewsPoint database and shall ensure that such changes are recorded without undue delay. Foreign companies: A foreign company with Norway as its host state is exempt from section 2.6, third paragraph, because equivalent rules apply in its home state.15

2.7 COMMUNICATION WITH OSLO BØRS

All applications, requests, and other communications between the company and Oslo Børs in respect of permissions, approvals etc. must be submitted in writing. Oslo Børs shall deal with such communications without undue delay and communicate the result in writing. When sending information subject to a duty of confidentiality, the company should apply a proper level of care appropriate to the character of information. For example, Oslo Børs recommends that information subject to the duty of confidentiality as inside information pursuant to Section 3-2 of the Securities Trading Act should be sent using secure e-mail.

2.8 PUBLIC DISCLOSURE OF INFORMATION IN SPECIAL CIRCUMSTANCES

If it is considered necessary in the interests of investors or the market, Oslo Børs can demand that the company shall publicly disclose specific information within such timetable as Oslo Børs may determine.16

3 CONTINUING DUTY OF DISCLOSURE ETC.

3.1 INSIDE INFORMATION

3.1.1 THE CONTENT OF THE DUTY TO PROVIDE INFORMATION

(1) The company shall without delay and on its own initiative publicly disclose inside information that concerns the company directly, cf. Section 3-2, first to third paragraphs, of the Securities Trading Act.17 (2) Inside information shall mean any information of a precise nature relating to financial instruments, the issuer thereof or other circumstances which has not been made public and is not commonly known in the market and which is likely to have a significant effect on the price of those financial instruments or of related financial instruments.18 (3) Information shall be deemed to be of a precise nature if it indicates circumstances that exist or may reasonably be expected to come into existence or an event that has occurred or may reasonably be expected to occur and which is specific enough to enable a conclusion to be drawn as to the possible effect of those circumstances or that event on the price of the financial instruments or related financial instruments.19

15 See Section 13.2.2, second paragraph (companies with a primary listing), and Section 13.3.3, second paragraph (companies with a secondary listing). 16 Stock Exchange Regulations, Section 16. 17 Securities Trading Act, Section 5-2, first paragraph. 18 Securities Trading Act, Section 3-2, first paragraph. 19 Securities Trading Act, Section 3-2, second paragraph.

10

(4) Information which would be likely to have a significant effect on the price of financial instruments or related financial instruments shall mean information of the kind which a reasonable investor would be likely to use as part of the basis of his investment decisions.20 (5) Information such as is mentioned in the first paragraph shall be published in accordance with section 5. The information shall in addition be made available on the company’s website once publication has taken place.21 (6) The company must not combine the public disclosure of information as mentioned in the first paragraph with its marketing in a way that is liable to mislead.22 (7) Information that shall be notified or publicly disclosed as a result of admission to trading on other regulated markets shall be submitted to Oslo Børs in writing for public disclosure in accordance with section 5, at the latest when notification is sent to another regulated market or the information is publicly disclosed by other means.23 A more detailed account of the duty of disclosure is provided in the Appendix to Oslo Børs Circular No. 3/2005, Section 3.4.1 and Sections 3.4.4 to 3.4.6. The definition of inside information is discussed in Finanstilsynet’s guidance document, “Securities Trading Act – Comments to Chapter 3 and Chapter 4” of 25 April 2014. The previous interpretation whereby the duty to publicly disclose information such as is mentioned in the first paragraph without delay only applied during exchange trading hours was changed with effect from 1 April 2017. A detailed account of the new interpretation regarding the timing of the public disclosure of information that is subject to the duty of disclosure can be found in Circular 1/2017. The seventh paragraph corresponds with Section 5-2, fourth paragraph, of the Securities Trading Act. This provision does not appear to be fully consistent with the principles for public disclosure in Section 5-12 of the Securities Trading Act, cf. section 5 (“forwarded to Oslo Børs in writing for public disclosure”). Oslo Børs takes the view that the duty imposed by paragraph 7 will be satisfied by public disclosure of the information in question in accordance with section 5, or alternatively in accordance with the equivalent provisions in the company’s home state, cf. section 13.2.2 eighth paragraph, and section 13.3.3 eighth paragraph.

3.1.2 DELAYED PUBLICATION

(1) The company may delay the public disclosure of information mentioned in section 3.1.1, first paragraph, in order not to prejudice its legitimate interests, provided that such delay does not mislead the public and provided that the information is managed confidentially, cf. section 3.1.3.24 (2) Legitimate interests as mentioned in the first paragraph may typically relate to:

20 Securities Trading Act, Section 3-2, third paragraph. 21 Securities Trading Act, Section 5-2, second paragraph. 22 Securities Trading Act, Section 5-2, third paragraph. 23 Securities Trading Act, Section 5-2, fourth paragraph. 24 Securities Trading Act, Section 5-3, first paragraph.

11

1. Negotiations in course, or related elements, where the outcome or normal pattern of those negotiations would be likely to be affected by public disclosure.

In particular, in the event that the financial viability of the company is in grave and imminent danger, although not within the scope of the applicable insolvency law, public disclosure of information may be delayed for a limited period where such a public disclosure would seriously jeopardise the interest of existing and potential shareholders by undermining the conclusion of specific negotiations designed to ensure the long-term financial recovery of the company.

2. Decisions taken or contracts made which need the approval of another body of the company in order to become effective due to the organisation of the company, provided that public disclosure of the pending decision or contract together with the simultaneous announcement that final approval is still pending would jeopardise the correct assessment of the information by the public.25

(3) The company must, on its own initiative, promptly notify Oslo Børs of any delay in disclosing information, including the background for the decision to delay publication.26 This duty of notification does not apply to the deferred publication of financial information in annual, half-yearly and quarterly reports published in accordance with the company’s financial calendar, cf. section 4.6. (4) If the company has reason to believe that information as mentioned in the first paragraph is known to or about to become known to unauthorised parties, the company shall without delay and on its own initiative publish the information in accordance with section 5.27 A more detailed account of delayed publication is provided in appendix to Circular No. 3/2005 section 3.6 Notification of a decision to delay publication as mentioned in the third paragraph must be given to the Market Surveillance and Administration Department of Oslo Børs, and can be given verbally. If a company makes a decision to delay public disclosure outside exchange trading hours, it is sufficient for Oslo Børs to be notified of the decision prior to the start of stock exchange trading on the following trading day. The basis for the exemption from the duty of disclosure in the third paragraph, second sentence, is that accounting information may routinely represent notifiable inside information up to the time at which the board approves it and it is publicly disclosed. Oslo Børs noted in its Circular No. 8/2007 at section 5.4.3 cf. Circular No. 3/2005 at Section 3.4.5 that it must be assumed that the basic conditions for delayed publication are usually fulfilled in such circumstances. The duty to notify Oslo Børs of a decision to delay publication was introduced for the purpose of the exchange’s surveillance of companies during periods when there exists price-sensitive information that has not been publicly disclosed. This purpose is not considered to justify a duty to notify delayed public disclosure of financial information prior to the publication of annual, half-yearly and quarterly reports in accordance with the company’s financial calendar, cf. section 4.6.

However, it should be noted that this exception does not apply to specific occurrences that in their own right represent notifiable inside information in accordance with the general rules, and in such cases any decision to delay public disclosure - assuming that the conditions for such delay are satisfied - must be notified to Oslo Børs.

3.1.3 MANAGEMENT OF INFORMATION PRIOR TO PUBLICATION

(1) The company must not disclose inside information to unauthorised persons.28 25 Securities Trading Act, Section 5-3, second paragraph. 26 Securities Trading Regulations, Section 5-1. 27 Securities Trading Act, Section 5-3, fourth paragraph. 28 Cf. Securities Trading Act, Section 3-4, first paragraph.

12

(2) The company must handle inside information with due care so that the inside information does not come into the possession of unauthorised persons or is misused.29 (3) The company must have routines in place for secure handling of inside information.30 (4) The company must ensure that a list is maintained of everyone given access to inside information. If access to inside information is given to a legal entity, the list must include those of the entity’s employees, elected officers, advisers etc. who are given access to the information.31 (5) The list must be kept up-to-date at all times, and must include information on:

1. the identity of persons with access to inside information, 2. the date and time the persons were given access to such information, 3. the persons’ office or employment, 4. the reason why the persons are included on the list, and 5. the date of entries and changes to the list.32

(6) The list must be securely stored for at least five years after its creation or updated, and shall be transmitted to Finanstilsynet upon request.33 (7) If Oslo Børs so requests, the company shall send a copy of the list to Oslo Børs without delay.34 (8) The company must ensure that persons given access to inside information are aware of the duties and responsibilities this involves, as well as the criminal liability associated with misuse or unwarranted distribution of such information. The company must be able to satisfy to Finanstilsynet that persons with access to inside information are aware of their duties pursuant to the first sentence.35 A more detailed account of the duty of confidentiality and the duty to maintain lists can be found in Finanstilsynet’s guidance document “Securities Trading Act – Comments to Chapter 3 and Chapter 4” of 25 April 2014.

3.1.4 DUTY OF PRIOR NOTICE WHEN PUBLICLY DISCLOSING PARTICULARLY PRICE-SENSITIVE EVENTS

If the company, at any time during the exchange’s opening hours, is to publicly disclose information on a take-over bid or a profit warning or other specific matters that must be assumed to have a significant effect on its share price, it must contact Oslo Børs prior to making such public disclosure. In view of the interests of investors, it is necessary for the company and Oslo Børs to collaborate on the publication of such price-sensitive information. Oslo Børs wishes to stress that the duty to give prior notice is separate and additional to the duty to notify Oslo Børs of a decision to delay publication pursuant to section 3.1.2, third paragraph.

29 Cf. Securities Trading Act, Section 3-4, second paragraph, first sentence. 30 Cf. Securities Trading Act, Section 3-4, second paragraph, second sentence. 31 Securities Trading Act, Section 3-5, first paragraph. 32 Securities Trading Act, Section 3-5, second paragraph, first sentence. 33 Securities Trading Act, Section 3-5, second paragraph, second sentence. 34 Securities Trading Act, Section 5-3, third paragraph. 35 Securities Trading Act, Section 3-5, third paragraph.

13

Announcements of profits warnings and takeover bids will always trigger a duty of prior notice, and the impact on prices typically associated with such announcements can provide guidance when evaluating what kind of other information which should also trigger this duty. In other words, this duty does not apply to general announcements of a price-sensitive nature, but only to announcements of a particularly price-sensitive character, where the effect on the share price must be assumed to be so considerable that a matching halt should be considered in the best interest of the investor market. For the sake of good order, it should be noted that the duty to give prior notice will not apply to annual and interim reports except where these are assumed to be particularly price-sensitive in accordance with the criteria mentioned. However, Oslo Børs recommends that annual and interim reports should be published outside the exchange’s opening hours. This means that internal processes in respect of the timing of approval of documents etc. should be adapted accordingly. Prior notice must be addressed to the Market Surveillance and Administration Department of Oslo Børs, and such notice may be given verbally.

3.2 CORPORATE ACTIONS ETC.

(1) The company must immediately publicly disclose:

1. Any changes in the rights attaching to the company’s shares, including any changes in related financial instruments issued by the company;36

2. The issue of new loans, including any guarantees or collateral provided in that connection.37 If the issue is in respect of a convertible or subordinated loan, this must be stated. Any issue of similar convertible rights must also be made public;

3. Proposals and decisions by the board of directors, general meeting or other corporate body on a) dividends; b) mergers; c) demergers; d) increases or decreases in share capital; e) mandates to increase the company’s share capital; and f) share splits or reverse splits Information on allocation and payment of dividends, as well on issuance of shares, including information on any arrangements for allotment, subscription, cancellation and conversion;38

4. Proposals and decisions on the issue of subscription rights; 5. In the event of the issue of a loan or an increase in share capital as mentioned in items 1, 2 and 3,

information shall be given in particular on any underwriting consortium, including the members of the consortium and their guarantee obligations, as well as information on any advance subscription or allotment;

6. Registered change of company name; 7. Registered change in the nominal value of the company’s shares; 8. Decisions on changes to the company's board of directors, managing director or financial director,

including notice of resignation given by any such person.

(2) Announcements about such proposals or decisions as mentioned shall include the information necessary to make it possible to calculate the effect of the action in question (amount of the dividend, number of bonus shares/subscription rights per share outstanding, etc.) including the date when the share will be

36 Securities Trading Act, Section 5-8, first paragraph. 37 Securities Trading Act, Section 5-8, fourth paragraph. 38 Securities Trading Act, Section 5-9, fifth paragraph.

14

traded excluding the right. In the case of a private placement of shares and a subsequent public offer, information shall be given as to whether certain shares are entitled to participate in both issues. (3) For cash dividends, preferential rights issues, and share splits or reverse splits, as well as repair issues subsequent to private placements, in addition to the announcement mentioned in the second paragraph, a separate announcement containing information about the relevant key dates (ex-date, record date and, where appropriate, payment date, etc.) shall be published as soon as these dates are fixed by the company or tentative dates are communicated externally, and at the latest by the deadlines stipulated in section 11.2. Updated announcements shall be published in the event of changes to these dates up until the final deadline for their publication. Oslo Børs will determine detailed guidelines on the content and procedure to be observed when publishing separate announcements. (4) The company shall, at the latest at the end of each month in which a change in share capital or voting rights takes place, publicly disclose an overview of the share capital and the number of votes in the company.39 Oslo Børs takes the view that the duty to publicly disclose the issue of a new loan as required by the first paragraph, item 2, only applies to debt instruments. Other types of loans raised shall be publicly disclosed to the extent that this is considered to constitute notifiable inside information, cf. section 3.1. Oslo Børs takes the view that the provision on duty to immediately disclose proposals by the board of directors about matters stipulated in the first paragraph item 3, litra a) through f), only applies to decisions by the board of directors to put forth proposals for decisions by the general meeting or other corporate body, and not to proposals within the board of directors that do not result in decisions by the board of directors to put forth such proposals. If the company publicly discloses information of the type mentioned in the fourth paragraph in connection with the registration of a share capital increase or similar, Oslo Børs takes the view that it is not a necessary to issue a new announcement of the same information at the end of the month. If the information that is to be disclosed must be regarded as inside information pursuant to section 3.1.1, section 3.1.2 shall apply similarly. Foreign companies: A foreign company with Norway as its host state is exempt from section 3.2, first paragraph, item 1, item 2 first sentence, and item 3 second sentence, as well as from section 3.2, fourth paragraph, because equivalent rules apply in its home state.40

3.3 TRANSACTIONS WITH CLOSE ASSOCIATES

(1) The company must as soon as possible publicly disclose transactions that are not immaterial between the company and shareholders, members of the board of directors, members of the executive management or the close associates of any such parties, or with another company in the same group. (2) If the information must be assumed to constitute inside information pursuant to section 3.1.1, then section 3.1.2 shall apply similarly. The first paragraph applies to transactions as defined in Section 4, fourth paragraph, of the Norwegian Code of Practice for Corporate Governance. It should be noted that the duty to publicly disclose such transactions 39 Securities Trading Act, Section 5-8, second paragraph. 40 See section 13.2.2, second paragraph (companies with a primary listing), and section 13.3.3, second paragraph (companies with a secondary listing).

15

arises at the time the agreement is entered into, regardless of whether the agreement in question requires the approval of the general meeting pursuant to Section 3-8 of the Public Limited Liability Companies Act or the recommendation in the Code of Practice. A Norwegian company with a secondary listing is exempt from section 3.3 because it is considered to be subject to duties by its primary market that address the same interests.41 Foreign companies: A foreign company with a secondary listing is exempt from section 3.3 because it is considered to be subject to duties by its primary market that address the same interests.42

3.4 DETAILED STOCK EXCHANGE ANNOUNCEMENT

3.4.1 WHEN THE DUTY OF DISCLOSURE IS INCURRED

(1) If the company enters into an agreement for a transaction that represents a change of more than 5% in relation to the criteria mentioned in the third paragraph, the company must publicly disclose this information in accordance with section 3.4.2 and section 3.4.3. (2) A transaction shall mean an acquisition or disposal of a business or asset. This provision shall apply similarly to mergers and demergers as mentioned in section 3.5.3. (3) A transaction shall represent a change as mentioned in the first paragraph if it causes an increase or reduction of more than 5% in the company’s total assets, revenue or profit or loss. If the transaction relates to assets or business activities that have not been subject to separate financial reporting, the calculation of whether the transaction exceeds 5% shall be based on the consideration paid or received for the asset or business activity and the book value of the company’s total assets before the acquisition or disposal. (4) Oslo Børs may grant full or partial exemption from the duty of disclosure if the information that would otherwise be published is not expected to be of significance to an evaluation of the stock exchange listed shares, or if there are other special reasons. Oslo Børs reserves the right to require further information.

It should be noted that the criteria set out in the third paragraph are alternative in the sense that the duty is triggered if the transaction represents a 5% change for any one of the criteria. The criteria are determined on the basis of the criteria that apply when calculating the 25% threshold for pro forma information in a prospectus, and in interpreting the criteria Oslo Børs may take into account how the criteria are interpreted in the prospectus rules, although it will not be bound by such comparisons.

In the case of transactions that involve an asset or business that has not been subject to separate financial reporting, the third paragraph, second sentence, stipulates a specific calculation method. For the sake of good order, it should be noted that this method applies only for the detailed announcement, and not for the information document, cf. section 3.5. Further guidance on the calculation of the 5% threshold can be found in the guidelines included in the commentary on the information document, cf. section 3.5. If the company wishes to discuss the question of an exemption pursuant to the fourth paragraph, it must contact Oslo Børs well in advance of the time at which the duty of disclosure arises.

41 See section 13.3.1. 42 See section 13.3.2.1, second paragraph (Norway as home state), and section 13.3.3, second paragraph (Norway as host state).

16

A Norwegian company with a secondary listing is exempt from section 3.4 because it is considered to be subject to duties by its primary market that address the same interests.43 Foreign companies: A foreign company with a secondary listing is exempt from section 3.4 because it is considered to be subject to duties by its primary market that address the same interests.44

3.4.2 THE CONTENT OF THE ANNOUNCEMENT

(1) The announcement shall provide information on:

1. The parties to the agreement and the transaction agreed (type of transaction, when the transaction will be carried out, any special conditions or terms, any licence issues etc.);

2. The consideration for the transaction, the form of settlement and financing, with information on the timetable for the transaction;

3. A description of the business to which the transaction applies, including information on its board of directors and executive management, the number of employees, key figures from the balance sheet and profit and loss account as well as information on any significant assets or liabilities that are not shown in the balance sheet of the business;

4. The significance of the transaction for the company, including any strategic effects; 5. Any agreements entered into in connection with the transaction for the benefit of the

company’s senior employees or members of the board of directors or for the senior employees or board of directors of the business in question. The information disclosed shall include both agreements already entered into and agreements the company expects to enter into.

(2) In the case of transactions that relate to assets or businesses that have not been subject to separate financial reporting, the first paragraph, item 3, shall apply to the extent applicable. Key figures for the business to which the transaction applies, cf. first paragraph, item 3, must be provided for the most recent accounting year and the two years prior to this. If interim reports have been published for the business in question, the information provided must also include key figures from any subsequent interim periods. It is sufficient to provide figures for the most recent interim period and year to date, together with comparable profit and loss figures for the same periods in the previous year. The presentation must include key figures that give an overview of the financial condition of the business in question. In principle, this requirement can be satisfied by providing the key figures from the relevant profit and loss statement and balance sheet, but consideration should be given to which figures are required to give a satisfactory overview of the financial condition of the business in question. If the key figures provided are not taken directly from annual and/or interim reports issued by the business in question, the source of the figures must be stated. Definitions of key figures must be included if necessary in order to permit an understanding of how the figures are calculated or which items are included. Information must be provided on the significance of the transaction for the company, cf. first paragraph, item 4. In addition to strategic effects such as opportunities for geographic expansion and additions to the product range, this may typically relate to the impact of the transaction on the company’s revenues and earnings.

43 See section 13.3.1. 44 See section 13.3.2.1, second paragraph (Norway as home state), and section 13.3.3, second paragraph (Norway as host state).

17

3.4.3 TIMING OF THE ANNOUNCEMENT

(1) The announcement shall be issued as soon as possible after the agreement has been entered into, and in any case no later than prior to the start of stock exchange trading on the third trading day after the date the agreement is entered into. (2) In the case of a merger or demerger, the agreement is deemed to be entered into at the time the merger plan/demerger plan is signed by the boards of directors of the companies involved in the merger/demerger. In the case of a public offer to acquire all the shares or other ownership interests in another business, the agreement is deemed to be entered into at the time the conditions of the offer are satisfied or waived. (3) Oslo Børs may in special circumstances agree to an extension of the deadline for the publication of some or all of the required information. More detailed comments on the time at which an agreement is deemed to be entered into can be found in the commentary to section 3.5.4 The duty to publish a detailed stock exchange announcement applies to agreements entered into after the company’s shares have been admitted to listing. If the company publishes an information document in respect of the same transaction within the three-day deadline, the company is not required to issue a detailed stock exchange announcement pursuant to section 3.4. If a company wishes to discuss the question of an extension of the deadline pursuant to the third paragraph, it must contact Oslo Børs well in advance of the time at which the duty of disclosure arises. Oslo Børs will in general adopt a strict approach to agreeing such extensions.

3.5 INFORMATION DOCUMENT

3.5.1 WHEN THE DUTY OF DISCLOSURE IS INCURRED

(1) If the company enters into an agreement for a transaction that represents a change of more than 25% in relation to the criteria mentioned in the third paragraph, the company must publish an information document in accordance with sections 3.5.2 to 3.5.5. In the case of companies listed on Oslo Axess, this duty arises if the transaction represents a change of more than 100% for an acquisition or merger, or a change of more than 50% for a disposal or demerger, in relation to the same criteria. (2) A transaction shall mean an acquisition or disposal of a business or asset. This provision shall apply similarly to mergers and demergers as mentioned in section 3.5.3. (3) For the purpose of calculating whether a transaction represents a change of more than 25%, the same criteria shall be used as when determining whether a prospectus must include pro forma information, cf. Article 4a(6) of the Commission Regulation (EC) No. 809/2004 (the “Prospectus Regulation”), cf. Annex I, item 20.2, and ESMA’s recommendation on prospectuses45, Part II, Chapter 6. (4) The duty to prepare an information document shall also apply similarly to the extent applicable for transactions in respect of assets or businesses that have not been subject to separate financial reporting. In such cases, section 3.5.2.4, second paragraph, and section 3.5.2.6, first paragraph, item 2, shall not apply.

45 ESMA/2011/81. The ESMA Recommendation is available at: http://www.esma.europa.eu/page/prospectus.

18

(5) Oslo Børs may grant full or partial exemption from the duty of disclosure if the information that would otherwise be published is not expected to be of significance to an evaluation of the stock exchange listed shares, or if there are other special reasons. Oslo Børs reserves the right to require further information. It is intended that the duty to produce an information document arises in respect of transactions that would have triggered the duty to include pro forma information in a prospectus. Article 4(a)(6) of the Prospectus Regulation was amended by Commission Regulation (EC) No. 1787/2006 (complex financial), but the provisions of this regulation have not been incorporated into the original Regulation. For companies listed on Oslo Axess the same criteria are to be applied, but the transaction must entail a change of more than 100% for an acquisition or merger, or a change of more than 50% for a disposal or demerger, in order to trigger the duty to prepare an information document. In addition, the more detailed requirements for the presentation of pro forma information set out in the prospectus rules have been carried over to apply to the information document, cf. section 3.5.2.6. However, it should be noted that a number of problematic issues in respect of the interpretation of the rules on the pro forma information to be included in a prospectus have not yet been resolved, and the question of whether a specific transaction requires the presentation of pro forma information can cause considerable doubt. The guidelines provided on the transactions that trigger the duty to prepare an information document are therefore subject to any different interpretations of the prospectus rules at the EU level. For the sake of good order, it should be noted that the timing of when the duty to publish an information document arises is not harmonised with the rules on the stage of the transaction which triggers the duty to publish pro forma information in a prospectus. The latter question is further regulated in Article 4a(5) of the Prospectus Regulation as amended by EU Commission Regulation (EC) No. 211/2007. The interpretation of whether there is a “binding agreement”, and other cases where specific evaluation leads to the conclusion that pro forma information must be provided in a prospectus in accordance with these rules, will therefore not automatically decide whether an “agreement” has been entered into pursuant to section 3.5.4, first and second paragraph. Calculation of the 25% (100%/50%) threshold Section 3.5.1 stipulates that the duty to publish an information document is triggered if the company enters into an agreement for a transaction that represents a change of more than 25% (100%) in relation to the criteria/indicators of size set out in Article 4a(6) of the Prospectus Regulation, cf. Annex I, item 20.2 and Part II, Chapter 6 of the ESMA Recommendation. The indicators of size are: • Total assets • Revenue • Profit or loss According to the ESMA Recommendation, other indicators may be used if the specified indicators produce anomalous results or if they are unsuitable for the company’s industry. Oslo Børs reserves the right to decide whether and how such other indicators may be used. It should be noted that these criteria are alternative in the sense that the threshold is triggered if the transaction represents a change of more than 25% (100%/50%) for any one of the criteria. The calculation of whether a transaction represents such a change shall be carried out on the basis of the indicators of size in the company’s most recent published annual accounts, or alternatively the next annual

19

accounts due to be published.46 The calculations are to be based on the values prior to the acquisition or disposal. If the company has published an interim report since the most recent annual accounts, or has carried out a transaction presented by means of pro forma information in an information document, EEA prospectus or interim report, the calculation may, subject to approval from Oslo Børs, be based on the indicators of size taken from such published figures.47 If the business to be acquired or disposed of is a group, the consolidated accounts of the business shall be used. Similarly, if the company is a group, the company’s consolidated accounts shall be used. Businesses that have been the subject of separate financial reporting The calculation of the 25% (100%/50%) threshold is based on the estimated change in the company’s accounts as a result of the transaction. If the transaction involves a business that has been the subject of separate financial reporting, the calculation of the changes to the indicators operating revenue and annual profit of the company shall, to the greatest extent possible, be based on figures from the accounts of the business in question for the same accounting period as the accounting period used for the company’s figures. The calculation shall take into account any material adjustments for differences in accounting principles and other matters that impact the effect of the transaction on the company’s accounts. The calculation of the change in the indicator assets in the company’s accounts must take into account the overall effect the transaction will have on the company’s assets, including any excess value and goodwill. If the transaction involves an acquisition or disposal of less than 100% or 50% of the shares or ownership interests of the business in question respectively, the calculation of the effect on the company’s accounts should in general include the whole of the business in question, regardless of the proportion that the acquisition or disposal actually represents, assuming that the transaction will cause the business to be consolidated in the company’s accounts or cease to be included in its consolidated accounts. In the case of transactions that involve an associated business or a jointly controlled business, the calculation of the change in the company’s accounts will depend on whether the transaction is accounted for by the equity method of accounting or the gross method of accounting. Assets or businesses that have not been subject to separate financial reporting In the case of an acquisition or disposal of an asset or business that has not been subject to separate financial reporting, the principles set out above shall be applied to the extent applicable. Option agreements In the case of allotting, acquiring or issuing options or similar rights to acquire or dispose of business activities or assets, where the agreement is deemed to be entered into at the time the allotment, acquisition or issuance takes place, the threshold value will normally be calculated as if the option or right had been exercised. Exemptions If a company wishes to discuss the question of an exemption pursuant to the second paragraph, cf. section 3.4.1, fourth paragraph, it must contact Oslo Børs well in advance of the time at which the duty of disclosure to prepare an information document arises. 46 ESMA/2011/81 Section 94. The ESMA Recommendation is available at: http://www.esma.europa.eu/page/prospectus. 47 Further to the prospectus rules, ESMA takes the view that the calculation should not be based on pro forma information in the prospectus, cf. ESMA FAQ, available at http://www.esma.europa.eu/page/prospectus.

20

A Norwegian company with a secondary listing is exempt from section 3.5 because it is considered to be subject to duties by its primary market that address the same interests.48 Foreign companies: A foreign company with a secondary listing is exempt from section 3.5 because it is considered to be subject to duties by its primary market that address the same interests.49

3.5.2 THE CONTENT OF THE INFORMATION DOCUMENT

3.5.2.1 General requirements on content

(1) The document must provide a clear and complete description of the company, drawing particular attention to its major characteristics and risk factors. In addition, the document must provide a description of the transaction and the business or asset that is the subject of the transaction. The document must provide a short account of the significance of the transaction for the company’s earnings, assets and liabilities. The information provided in the information document must be presented in a form that is easy to understand and analyse. (2) In addition to the requirements in the first paragraph, the information document must include information on the matters mentioned in sections 3.5.2.2 to 3.5.2.6 and section 3.5.3. Companies falling within the definition of small and medium-sized enterprises (SMEs) or company with reduced market capitalization under the Prospectus Directive50 may in respect of the content requirements set out in section 3.5.2.2 – 3.5.2.6 make use of the corresponding proportionality disclosure requirements or exemptions under Annex XXV of the Prospectus Regulation. If shares are issued as consideration, Oslo Børs assumes that the description of the transaction to be provided pursuant to the first paragraph, together with the information required by section 3.5.2.5, first paragraph, cf. section 3.4.2, first paragraph, item 1, will satisfy the material requirements of Annex III, Section 5, of the Prospectus Regulation. Information on the extent to which the transaction will affect the company’s assets, liabilities and profit or loss refers to a descriptive commentary that is to be provided in addition to the requirement for pro forma financial information.

3.5.2.2 Declaration by the board of directors

The company’s board of directors must issue a declaration that satisfies the requirements set out in Annex I, item 1.2, of the Prospectus Regulation. It should be noted that this requirement applies regardless of whether the transaction in question triggers the duty to prepare a prospectus. The board’s declaration must be given in respect of the information that relates to the company. In addition, the declaration should state the source for the information provided on the business that is the subject of the transaction.

3.5.2.3 Updated description of the company

Information required pursuant to the following provisions of the Prospectus Regulation must be provided for the company as it will be following the implementation of the transaction:

48 See section 13.3.1. 49 See section 13.3.2.1, second paragraph (Norway as home state), and section 13.3.3, second paragraph (Norway as host state). 50 Cf. Prospectus Directive, Article 2(1)(f) and (t)

21

1. Annex I, item 2.1, item 4, item 5.1.1, item 5.1.4, item 6, item 7.1, item 10.1, 10.3, 10.4, item 12, item 14.1 first section, item 16.2, item 16.4, item 17.2, item 18.1, item 20.8, item 20.9, item 21.1.7, item 22, item 23, item 24;

2. Annex III, item 2, item 3.1. In the case of an acquisition or similar transaction where it is considered to be impossible or inappropriate to produce a consolidated description in certain respects, Oslo Børs may consent to a separate description being provided for the purchaser and the business to be acquired.

3.5.2.4 Description of the business that is the subject of the transaction

(1) The document must include the information specified in section 3.4.2, first paragraph, item 3. (2) Information required pursuant to the following provisions of the Prospectus Regulation must be provided for the business that is the subject of a transaction:

1. Annex I, item 4, item 5.1.1, item 5.1.4, item 12, item 20.8, item 20.9, item 22. (3) If the transaction relates to a business in one of the industries mentioned in Annex XIX of the Prospectus Regulation, then Part III Chapter 1 of the “ESMA Recommendation for the consistent interpretation of the European Commission’s Regulation on Prospectuses”51 shall apply similarly. In the case of mineral companies, Oslo Børs requires a report by an independent expert as described by ESMA in Article 133i) in connection with acquisitions of reserves and/or resources. Oslo Børs may grant an exemption from this requirement upon application by the mineral company. The third paragraph refers to Annex XIX of the Prospectus Regulation, which provides a list of particular types of companies that may be subject to additional requirements for the information to be included in the prospectus. This includes i.a.: • Property companies • Mineral companies • Scientific research based companies • Companies with less than three years of operations (start-up companies) • Shipping companies Items no. 128 to 145, of the ESMA Recommendation sets out certain additional requirements for companies of the types mentioned. A central theme is the requirement to produce valuation reports. These provisions apply to the information document if the “transaction relates to a business in one of the industries mentioned in Annex XIX of the Prospectus Regulation”. The requirement for more detailed information therefore does not apply to the company itself, regardless of whether the company operates in one of the industries mentioned. In considering a request for an exemption pursuant to (3) above, Oslo Børs will take into account the significance of the scale of the new reserves/resources involved in the transaction in relation to the company's existing base of reserves/resources. In addition, its consideration will take into account whether the reserves/resources involved in the transaction have been subject to public reporting in the past. For the sake of good order, it should be noted that the additional requirements will only come into question in the case of the acquisition of a business or asset, and not in cases of disposals or similar transactions. 51 http://www.cesr.eu/index.php. ESMA/2011/81, available at http://esma.europa.eu/page/prospectus

22

3.5.2.5 Description of the transaction

(1) The document must include the information specified in section 3.4.2, first paragraph, items 1, 2, 4 and 5. (2) The following requirements of the Prospectus Regulation must be satisfied for the transaction:

1. Annex III, item 8.1, in respect of the costs of carrying out the transaction in question. (3) If the transaction involves a listing of new shares in the company, the date when the new shares are expected to be admitted to listing shall be stated. In addition, the following requirements of the Prospectus Regulation must be satisfied:

1. Annex III, item 4.1, item 4.6, item 4.7, item 4.8. (4) If the transaction involves an application for shares in another company to be listed on Oslo Børs or another regulated market, the information document shall include the following information:

1. A short account of the listing process and the relevant timetable; 2. The information specified in Annex III, item 6.1 and item 6.2, of the Prospectus Regulation.

(5) If the transaction involves a possible delisting of one or more companies, information shall be provided on whether the companies intend to apply for the shares to be delisted. The fourth paragraph will typically apply to demergers or the distribution to shareholders of shares in a subsidiary or associated company, where the divested company is the subject of an application for admission to listing.

3.5.2.6 Financial information

The following requirements of the Prospectus Regulation must be satisfied for the company:

1. Annex I item 3, items 20.1 to item 20.6; 2. Annex II; 3. If the company elects to include a forecast or estimate of earnings, such forecast or estimate

must be produced in accordance with Annex 1, item 13 of the Prospectus Regulation. The requirements for financial information apply only to the company. For the business that is the subject of the transaction, historical financial information must be provided for the period covered by the pro forma information, cf. Annex II, item 3, of the Prospectus Regulation. The pro forma information in the information document must satisfy the pro forma module of the prospectus rules, including an auditor’s report, cf. Annex II, item 7, of the Prospectus Regulation. When producing pro forma information there is, in general, a duty to take into account any other transactions that require pro forma information and that have been carried out in the period covered by the pro forma information.52 For the sake of good order, it should be noted that in certain cases the company, in consultation with Oslo Børs, may be able to satisfy its duty to describe the effects of the transaction by some means other than

52 Cf. the ESMA FAQs, available on http://www.esma.europa.eu/page/prospectus.

23

providing pro forma financial information, cf. Annex I, item 20.2 (particularly the second paragraph), of the Prospectus Regulation. This may, for example, apply where the company does not have access to the necessary information, where there are special reasons for pro forma financial information to be less relevant for investors or where sufficient information is available in some other way, such as where transactions are presented as “discontinued operations”. 53

3.5.3 PARTICULAR REQUIREMENTS IN CONNECTION WITH SPECIFIC TYPES OF TRANSACTIONS

3.5.3.1 Merger

(1) Section 3.4 and section 3.5 shall apply similarly in the case of a merger where the company is the acquiring party, and for a three-party merger where the company is the party issuing the shares that will be the consideration of the transaction. However, these provisions do not apply where the company is the acquiring party in a merger with a wholly-owned subsidiary. (2) In the case of a merger transaction as mentioned in the first paragraph, the following additional information shall be provided in the information document produced pursuant to section 3.5.1:

1. The methods used to determine the exchange ratio between the shareholders in the merging companies;

2. How fractions of shares caused by the exchange ratio will be settled; 3. The information document shall include, as appendices, the merger plan, independent fairness

opinions for the merging companies, reports from the companies’ boards, any statements from employees, corporate assemblies or boards of representatives.

It should be noted that the requirements for mergers only apply to mergers that exceed one or more of the indicators of size, cf. section 3.5.1. The references to the merger plan are also intended to include the appendices to such plans, cf. Sections 13-8 and 14-4, third paragraph, of the Public Limited Liability Companies Act.

3.5.3.2 Demerger etc.

(1) Section 3.4 and section 3.5 shall apply similarly in the case of a demerger where the company is the party divesting the demerged company. In the case of such a demerger, the following additional information shall be provided in the information document that must be produced pursuant to section 3.5.1:

1. The methods used to determine the allocation of values between the shareholders in the demerging companies;

2. How fractions of shares caused by the allocation of values will be settled; 3. The information document shall include, as appendices, the demerger plan, the independent

fairness opinion for the divesting company, a report from the company’s board, any statements from employees, the corporate assembly or the board of representatives, and any provisional balance sheets;

4. If the demerger will lead to the divested company being admitted to listing on a regulated market, information as stated in section 3.5.2.3 shall be provided for the divested company to the extent possible.

(2) The first paragraph shall also apply to the extent applicable to transactions that divide the company between its shareholders by way of a legal structure other than a demerger.

53 The ESMA FAQs.

24

The commentary to section 3.5.3.1 above applies similarly. Where a divested company is to be admitted to listing on a regulated market, section 3.5.3.2, first paragraph, item 4, requires that information as stated in section 3.5.2.3 shall also be provided for the divested company to the extent possible. This provision applies even if an introduction prospectus is to be prepared at a later date for the divested company.

3.5.4 TIMING OF PUBLICATION

(1) The information document shall be published as soon as possible after the agreement has been entered into, and in any case no later than before the start of stock exchange trading on the 30th trading day after this date. (2) Section 3.4.3, second and third paragraph, shall apply similarly. In the case of a public offer, the agreement is deemed to be entered into at the time the conditions of the offer are satisfied or waived. This must be assumed to relate to substantive matters; if it is apparent that the only issues outstanding will be satisfied or waived, it must be assumed that the agreement has been entered into. In the case of agreements between two parties, the general principles of contract law will determine when an agreement is deemed to be entered into. This means that the timetable for the deadline will in general start to run from the time the contract is signed, even if all the conditions are not necessarily satisfied or waived. If the agreement includes particular conditions that cause real uncertainty as to whether the agreement will come into force (not just uncertainty as to the terms of the agreement), Oslo Børs may upon request from the company agree that the timetable shall start to run when the specific condition(s) is/are satisfied or waived, or when it becomes overwhelmingly likely that the condition(s) will be satisfied or waived. Whether an agreement is described as a “letter of intent” or similar does not determine this evaluation. The determining factor is whether entering into the agreement in question represents a binding contract between the parties as described above. In the case of allotting, acquiring or issuing options or similar rights to acquire or dispose of a business or an asset, the agreement will in general be deemed to be entered into at the time the allotment, acquisition or issuance takes place. In the case of transactions that include acquiring both an asset and options or equivalent rights to acquire further assets at a later date, the question of when the agreement is entered into will require an overall evaluation of the two (or more) elements that make up the transaction. In cases where an equivalent document exempts the company from the duty to prepare an information document, cf. section 3.5.6, the company must take into account the requirements for publication in both section 3.5.4 and section 8. Oslo Børs may in special circumstances extend the deadline for some or all of the information required in the information document, cf. section 3.5.4, second paragraph, cf. section 3.4.3, third paragraph. Oslo Børs will take a strict approach to approving such extensions, but will give consideration to applications in cases such as those where the production of pro forma information, including the auditor’s report, cannot be completed within the stipulated deadline. In the event that the deadline is extended for some of the information in the information document, the other information must nonetheless be published in accordance with the original deadline.

25

If a company wishes to discuss the question of an extension to the deadline, it must contact Oslo Børs well in advance of the time at which the duty of disclosure arises. In the case of agreements entered into prior to the first day of listing, Oslo Børs can require the company to publish an information document if the agreement is not adequately described in the listing prospectus or any supplement thereto, and this may include a requirement to provide pro forma financial information.

3.5.5 REVIEW AND FORMAT OF THE INFORMATION DOCUMENT

3.5.5.1 Review

The information document must be submitted to Oslo Børs for review before it is published. Oslo Børs will charge a fee for the review of the document. A checklist for the information required in an information document is available on the websites of Oslo Axess and Oslo Børs, cf. http://www.oslobors.no/ob_eng/Oslo-Boers/Regulations.

3.5.5.2 Description of the document

The information document must not be described as a “prospectus”. It must be made clear that the document has neither been reviewed nor approved by Oslo Børs in accordance with the rules that apply to a prospectus.

3.5.5.3 Information that may be incorporated by reference

(1) Information may be incorporated in the information document by reference if it is contained in documents that have previously been approved by or filed with Oslo Børs in accordance with Section 7-14, second paragraph, of the Securities Trading Act and Article 28 of the Prospectus Regulation. (2) The provisions of Section 7-14, second paragraph, of the Securities Trading Act shall apply similarly to the extent applicable. Information may be incorporated by reference in the information document in accordance with the prospectus rules. Oslo Børs takes the view that this applies regardless of whether the information in question has been published by the company or by a third party. Incorporation of information by reference can therefore also be used in respect of information from the company being acquired or divested, as long as the information has been published in accordance with that company’s statutory obligations pursuant to Section 7-14, second paragraph, of the Securities Trading Act, Article 11 of the Prospectus Directive or Article 28 of the Prospectus Regulation.

3.5.5.4 Language

The information document may be prepared in Norwegian, English, Swedish, or Danish. This provision applies regardless of which language the company uses for the public disclosure of information pursuant to section 5.2.

3.5.6 RELATION TO THE DUTY TO PREPARE A PROSPECTUS

The company will be exempt from the duty to publish an information document if the company has, within the timetable set out in section 3.5.4, published an EEA prospectus in accordance with Chapter 7 of the

26

Securities Trading Act that covers the transaction in question. This shall also apply if the company has published a document that satisfies the requirements for exemption from the duty to prepare a prospectus, cf. the exemption rules of Section 7-4, items 4/6, or Section 7-5, items 5/7 of the Securities Trading Act (an "equivalent document"). The EEA prospectus must be inspected and approved by Finanstilsynet or another prospectus authority prior to publication, cf. section 8.2, cf. sections 13.2.2, second paragraph, and 13.3.3, second paragraph. Finanstilsynet decides which types of document satisfy the requirements for exemption from the duty to prepare a prospectus pursuant to the rules of exemption stipulated in the Securities Trading Act, Section 7-4 items 4/6 or Section 7-5 items 5/7 (”equivalent document”).54 The condition for an exemption is that the EEA prospectus or the equivalent document “deals with the transaction in question”. This latter requirement will be satisfied in the case of a merger or acquisition with consideration in shares where the acquiring company is the subject of a prospectus/equivalent document, but will not, for example, be satisfied in the case of a demerger where the prospectus deals with the divested company. In cases where the duty to produce an EEA prospectus or equivalent document is incurred long before the duty to prepare an information document (e.g. in takeover bids with settlement in shares where the takeover triggers a duty to prepare an information document for the bidder), there may be a need to request supplementary information at a later point in time. For the sake of good order, it should be noted that publication of an information document that has been inspected and approved by Oslo Børs does not exempt the company from the duty to prepare a prospectus or equivalent document pursuant to Section 7 of the Securities Trading Act or equivalent foreign legislation or regulations.

3.6 NOTICES TO SHAREHOLDERS

Any notice sent to shareholders should be made public no later than the time at which such notice is distributed. This provision is not restricted to notices that are sent to all shareholders. Any notice sent to a substantial number of shareholders, e.g. all shareholders residing in Norway, must be made public in accordance with this provision.

3.7 ANNUAL STATEMENT OF RESERVES

(1) Companies whose principal activity is or is planned to be the exploration and/or production of hydrocarbons (oil and natural gas companies) should annually publish updated reserve figures and an Annual Statement of Reserves in accordance with guidelines set out by the exchange. (2) The Annual Statement of Reserves should be published no later than the publication of the annual report or at such date specified in the reserve reporting regulations that the company is subject to on another exchange or marketplace. (3) The Annual Statement of Reserves may be prepared in Norwegian, English, Swedish or Danish.

54 See http://www.finanstilsynet.no/no/Noterte-foretak-Prospekter/Prospekter/Tema/Sporsmal-og-svar/

27

The company’s duty to prepare and publish an Annual Statement of Reserves is described in more detail in Circular 1/2013.

4 FINANCIAL REPORTING

4.1 MANAGEMENT OF INFORMATION PRIOR TO PUBLICATION

The company should ensure that no unauthorised person gains access to information covered by section 4 prior to publication. This provision applies regardless of whether the information in question is deemed to constitute inside information pursuant to Section 3-2 of the Securities Trading Act. Foreign companies: A foreign company with Norway as its host state is exempt from section 4.1, but is nonetheless required to handle inside information in accordance with section 3.1.3.55

4.2 DUTY TO PUBLISH ANNUAL REPORTS AND HALF-YEARLY REPORTS

(1) The company must prepare an annual report in accordance with Section 5-5 of the Securities Trading Act and related regulations and the provisions laid down in these rules. (2) The company must include in its annual report information about shareholder matters as stipulated in Section 5-8a of the Securities Trading Act. (3) The company must prepare a half-yearly report for the first six months of the financial year in accordance with Section 5-6 of the Securities Trading Act and related regulations and the provisions laid down in these rules. (4) The annual accounts must be audited by a state authorised public accountant. Foreign companies: A company from a country outside the EEA with Norway as its home state may produce annual accounts and half-yearly accounts in accordance with the accounting standards in the country where it is registered if the requirements of Section 5.11 of the Securities Trading Regulations are satisfied.56 A company with Norway as its host state is exempt from section 4.2 because equivalent rules apply in its home state.57

4.3 PUBLIC DISCLOSURE OF HALF-YEARLY REPORTS

Half-yearly reports shall be made public as soon as possible after the end of the relevant period, and no later than two months thereafter. The company shall ensure that its half-yearly reports remain available to the public for at least five years.58

55 See Section 13.2.2, second paragraph (companies with a primary listing), and section 13.3.3, second paragraph, (companies with a secondary listing). 56 See section 13.2.1.2 (companies with a primary listing) and section 13.3.2.2 (companies with a secondary listing) 57 See section 13.2.2, second paragraph, cf. eighth paragraph, (companies with a primary listing), and section 13.3.3, second paragraph, cf. eighth paragraph, (companies with a secondary listing). 58 Securities Trading Act, Section 5-6, first paragraph, second and third sentences.

28

Foreign companies: A foreign company with Norway as its host state is exempt from section 4.3 because equivalent rules apply in its home state.59

4.4 PUBLIC DISCLOSURE OF INTERIM REPORTS

If the company produces interim reports in addition to those required by Section 4.3, such reports shall be made public in accordance with Section 5.1 no later than at the same time they are made public in any other manner. This provision is not intended to require the company to publish accounting information produced exclusively for internal purposes.

4.5 PUBLIC DISCLOSURE OF THE ANNUAL REPORT

The annual report shall be made public at the latest four months after the end of each financial year. The company shall ensure that the annual report remains publicly available for at least five years.60 Foreign companies: A foreign company with Norway as its host state is exempt from section 4.4 because equivalent rules apply in its home state.61

4.6 FINANCIAL CALENDAR FOR THE PUBLICATION OF ANNUAL, HALF-YEARLY AND QUARTERLY REPORTS AND THE DATE OF THE ANNUAL GENERAL MEETING

(1) The company shall, no later than by the close of the year, publish a financial calendar. The financial calendar shall show the dates planned for the publication of its annual report and half-yearly report and for the annual general meeting in the following year. If the company plans to publish interim reports other than the half-yearly report, the dates planned for the publication of these shall also be disclosed in the financial calendar when dates are set. If there are any subsequent changes to these dates, the company shall immediately announce each such change. (2) The company shall publish its financial calendar using the “Financial Calendar” functionality in NewsPoint.

5 PROCEDURES FOR PUBLISHING AND FILING INFORMATION

5.1 PUBLIC DISCLOSURE

(1) Information that must be made public pursuant to these rules, as well as press releases and other information not subject to the duty of disclosure can, by arrangement, be made public through the Oslo Børs News Service. Oslo Børs shall ensure that the information is distributed in accordance with the requirements of the second paragraph. (2) Information that must be made public pursuant to these rules can be made public by methods other than as mentioned in the first paragraph. The information must be made public in an efficient and non-discriminatory manner.62 The information must be made public without any charge to investors or

59 See section 13.2.2, second paragraph, cf. eighth paragraph, (companies with a primary listing), and section 13.3.3, second paragraph, cf. eighth paragraph, (companies with a secondary listing). 60 Securities Trading Act, Section 5-5, first paragraph, second and third sentences. 61 See section 13.2.2, second paragraph, cf. eighth paragraph, (companies with a primary listing), and section 13.3.3, second paragraph, cf. eighth paragraph, (companies with a secondary listing). 62 Cf. Securities Trading Act, Section 5-12, first paragraph, first sentence.

29

potential investors in the shares and through media that to a reasonable degree can be expected to ensure that the information is publicly available throughout the EEA area.63 Publication shall to the greatest possible extent take place simultaneously in Norway and other EEA states.64 (3) The company shall ensure that the information is sent to the media in a manner that ensures secure communication, minimises the risk of interference and unauthorised access and that gives certainty as to the source of the information. 65 The information shall be sent to the media in a manner that clearly identifies the company, the content of the information and the date and time it is sent. In addition, it shall be clearly stated that the information is subject to a duty of disclosure pursuant to Section 5-12 of the Securities Trading Act or pursuant to Continuing Obligations. (4) Information as mentioned in section 4.2 shall be filed with Finanstilsynet by electronic means at the same time as public disclosure pursuant to the first and second paragraphs takes place.66 The company shall upon demand from Finanstilsynet be in a position to provide the information mentioned in Section 5-9, sixth paragraph, of the Securities Trading Regulations. (5) Information that is confidential or secret in the interests of national security, relationships with foreign states or the defence of the realm is exempted from publication pursuant to the first or second paragraphs.67 (6) Annual and interim reports as mentioned in Section 5-5 and Section 5-6 of the Securities Trading Act and the regulations issued pursuant to these provisions can be made public by giving notice in the media of the internet page on which the information is available. Such an announcement must specify an internet page other than an Oslo Børs internet page.68 (7) The first to sixth paragraphs, cf. section 5.2, shall not apply to documents that are subject to specific rules on public disclosure, cf. sections 3.6 and 8.4, first paragraph. (8) The sixth paragraph, first sentence shall apply similarly in the cases of publication of an information document pursuant to section 3.5, Annual Statement of Reserves pursuant to section 3.7, and such documents as are mentioned in section 8.4 second paragraph and required pursuant to section 10.3 (publication of a notice calling a general meeting etc.). The procedure for public disclosure is described in Oslo Børs Circular No. 18/2007 Section 2, cf. Section. 4. The duty to file information pursuant to the fourth paragraph, first sentence, is satisfied by sending the information to Oslo Børs for storage in accordance with section 5.2, cf. Finanstilsynet Circular 5/2008, Section 4.1. It should be noted that where a document is made public by stating the internet page on which the document is available, cf. sixth and eighth paragraphs, the document must nonetheless be submitted to the officially appointed storage mechanism, cf. Securities Trading Regulations, Section 5-9 third paragraph, second sentence and Finanstilsynet Circular 5/2008, Section 4.1. It is therefore not sufficient to simply notify the details of the internet page on which the document is available to the storage mechanism. The documents must be stored directly in the storage mechanism in PDF format.

63 Cf. Securities Trading Act, Section 5-12, first paragraph, second sentence and Securities Trading Regulations, Section 5-9, second paragraph. 64 Securities Trading Regulations, Section 5-9, first paragraph. 65 Securities Trading Regulations, Section 5-9, fourth paragraph. 66 Securities Trading Act, Section 5-12, second paragraph. 67 Securities Trading Act, Section 5-12, third paragraph. 68 Securities Trading Regulations, Section 5-9, third paragraph.

30

5.2 FILING

The company shall, simultaneously with the public disclosure of the information in accordance with section 5.1, send the information electronically to Oslo Børs for storage.69 Oslo Børs issues more detailed instructions for such submission and storage arrangements. The procedure for submitting information to the storage mechanism is described in Oslo Børs Circular No. 18/2007, Section 3, cf. Section 4. It should be noted that announcements submitted to the storage mechanism are immediately made available on www.newsweb.no. This is not deemed to constitute public disclosure pursuant to Section 5.1. Companies must therefore always ensure that information is made public simultaneously with submission to the storage mechanism. Foreign companies: A foreign company with Norway as its host state is exempt from section 5.2 because equivalent rules apply in its home state.70 A foreign company with Norway as its host state must nonetheless send Oslo Børs copies of all information that it is required to make public pursuant to section 13.2.2, ninth paragraph (companies with a primary listing)/section 13.3.3, ninth paragraph (companies with a secondary listing).

5.3 LANGUAGE TO BE USED

(1) The company shall disclose information in Norwegian.71 (2) Oslo Børs may grant exemptions from the requirement in the first paragraph. When considering whether to grant such an exemption, consideration will be given to the company’s shareholder structure, how onerous it is for the company to publish information in Norwegian in addition to other languages, the company’s working language, and whether the company was exempted from the language requirement prior to the new Regulation coming into force.72 This provision is explained in Oslo Børs Circular No. 1/2008. Foreign companies: A foreign company with Norway as its host state is exempt from section 5.3. A foreign company with Norway as its host state must publish information in Norwegian, Swedish, Danish or English.73 A foreign company with Norway as its home state will normally be granted an exemption in accordance with the second paragraph of this provision.

6 DUTY TO NOTIFY TRANSACTIONS IN THE COMPANY’S OWN SHARES

6.1 DUTY OF NOTIFICATION

If the company carries out purchases or sales of its own shares or of shares in the same group, it must submit a notification to Oslo Børs in accordance with Section 4-2, cf. Section 4-4, first paragraph, of the Securities Trading Act. The duty of notification also applies to such instruments as mentioned in Section 4-

69 Cf. Securities Trading Act, Section 5-12, first paragraph, third sentence. 70 See section 13.2.2, second paragraph (companies with a primary listing), and section 13.3.3, second paragraph (companies with a secondary listing). 71 Securities Trading Act, Section 5-13, first paragraph. 72 Regulation of 6 December 2007 No. 1359, Section 3. 73 See section 13.2.2, fourth paragraph (companies with a primary listing), and section 13.3.3, fourth paragraph (companies with a secondary listing)

31

2, second paragraph, of the Securities Trading Act and transactions that involve the company’s close associates, cf. Securities Trading Act, Section 4-2, third paragraph. If the company does not itself publicly disclose the announcement in accordance with the requirements of section 5.1, the announcement must be sent to the Market Surveillance and Administration Department of Oslo Børs (ma@oslobors.no). Foreign companies: A foreign company with Norway as its host state is exempt from section 6.1 because equivalent rules apply in its home state.74 A foreign company with Norway as its host state must nonetheless submit a notification to Oslo Børs if it carries out purchases or sales of its own shares in accordance with section 13.2.2, eleventh paragraph (companies with a primary listing)/section 13.3.3, eleventh paragraph (companies with a secondary listing).

6.2 DUTY TO DISCLOSE LARGE SHAREHOLDINGS

If the company’s holding of its own shares and/or rights to own shares reaches, exceeds or falls below the thresholds specified in Section 4-3, first paragraph of the Securities Trading Act as a result of acquisition, disposal or other circumstance, the company must notify Oslo Børs in accordance with Section 4-3, cf. Section 4-4, second paragraph, of the Securities Trading Act and related regulations. If the company does not itself publicly disclose the announcement in accordance with the requirements of section 5.1, the announcement must be sent to the Market Surveillance and Administration Department of Oslo Børs (ma@oslobors.no). Trading by a company in its own shares is explained in more detail in Oslo Børs Circular No. 2/2008. Foreign companies: A foreign company with Norway as its host state is exempt from section 6.2 because equivalent rules apply in its home state.75 A foreign company with Norway as its host state must nonetheless immediately send to Oslo Børs any notices it receives in respect of disclosure of large shareholdings ("flagging announcements”). However, this duty does not apply if the flagging announcement has already been publicly disclosed in accordance with Section 5 of Continuing Obligations.76

7 CORPORATE GOVERNANCE REPORT 77

(1) The company must provide a report on the company’s corporate governance in the directors’ report or in a document that is referred to in the directors’ report. The report must cover every section of the Code of Practice. If the company does not fully comply with the Norwegian Code of Practice for Corporate Governance, the company must provide an explanation of the reason for the deviation and what alternative solution it has selected. (2) The company must ensure that the following information is included in the report provided pursuant to the first paragraph:78

74 See section 13.2.2, second paragraph (companies with a primary listing), and section 13.3.3, second paragraph (companies with a secondary listing). 75 See section 13.2.2, second paragraph (companies with a primary listing), and section 13.3.3, second paragraph (companies with a secondary listing). 76 See section 13.2.2, tenth paragraph (companies with a primary listing), and section 13.3.3, tenth paragraph (companies with a secondary listing) 77 Cf. Norwegian Code of Practice for Corporate Governance, Section 1(2). 78Accounting Act, Section 3-3b.

32

a. A statement of the code of practice and regulatory framework on corporate governance to which the company is subject, or with which it has elected to comply,

b. Information on where the code of practice and regulatory framework mentioned in (a) is publicly available,

c. A description of the main elements of the company’s internal control and risk management systems associated with the financial reporting process, and where the entity that is required to prepare accounts also prepares consolidated accounts, the description must include the main elements of the group’s internal control and risk management systems associated with the financial reporting process,

d. An account of any provisions in the articles of association that completely or partially extend or depart from the provisions stipulated in Chapter 5 of the Public Limited Companies Act,

e. The composition of the board of directors, the corporate assembly, the committee of representatives and the control committee, and of any committees of such corporate bodies, and a description of the main elements in the prevailing instructions and guidelines for the work of these corporate bodies and of any committees thereof,

f. The provisions of the articles of association that regulate the appointment and replacement of members of the board of directors,

g. An account of any provisions in the articles of association or authorisations that allow the board to decide that the company is to repurchase or issue its own shares or its own equity certificates.

(3) If the report mentioned in the first paragraph is made available in a document that is referred to in the annual report, this document must be publicly disclosed in full no later than at the same time as the annual report is publicly disclosed. The requirements set out in the first paragraph are equivalent to the requirements set out at Section 1(2) of the Norwegian Code of Practice for Corporate Governance. The requirements set out in the second paragraph are equivalent to the requirements set out at Section 3-3 b of the Accounting Act. A Norwegian company with a secondary listing may prepare the report mentioned in section 7, first paragraph, in accordance with an equivalent code of practice applicable in its primary market. If there is no such code of practice or if the company does not use such code of practice, the report must be prepared in relation to the Norwegian Code of Practice for Corporate Governance. The information specified in section 7, second paragraph, must be included in the company’s corporate governance report.79 Foreign companies: A company with a primary listing and Norway as its home state may prepare the report mentioned in section 7, first paragraph, in accordance with an equivalent code of practice applicable in the state where it is registered. If there is no such code of practice applicable or if the company does not use such code of practice, the report must be prepared in relation to the Norwegian Code of Practice for Corporate Governance.80 A company from a country outside the EEA with a primary listing and Norway as its home state may apply for an exemption from section 7, second paragraph, on certain conditions, if it is subject to equivalent requirements; additional information is provided in section 13.2.1.3, second paragraph. A company with a primary listing and Norway as its host state may prepare the report mentioned in section 7, first paragraph, in accordance with an equivalent code of practice applicable in the state where it is registered. If there is no such code of practice or of the company does not use such code of practice, the 79 See section 13.3.1. 80 See section 13.2.1.3, first paragraph.

33

report must be prepared in relation to the Norwegian Code of Practice for Corporate Governance.81 A company with a primary listing and Norway as its host state is exempt from section 7, second paragraph, because equivalent rules apply in its home state.82 A company with a secondary listing and Norway as its home state may prepare the report mentioned in section 7, first paragraph, in accordance with an equivalent code of practice applicable in the state where it is registered or in its primary market. If there is no such code of practice or if the company does not use such code of practice, the report must be prepared in relation to the Norwegian Code of Practice for Corporate Governance.83 A company from a country outside the EEA with a primary listing and Norway as its home state may, however, apply for an exemption from section 7, second paragraph, on certain conditions, if it is subject to equivalent requirements; additional information is provided in section 13.3.2.3, second paragraph. A company with a secondary listing and Norway as its host state may prepare the report mentioned in section 7, first paragraph, in accordance with an equivalent code of practice applicable in the country where it is registered or in its primary market. If there is no such code of practice or if the company does not use such code of practice, the report must be prepared in relation to the Norwegian Code of Practice for Corporate Governance.84 A company with a secondary listing and Norway as its host state is exempt from section 7, second paragraph, because equivalent rules apply in its home state.85

8 PROSPECTUS

8.1 DUTY TO PREPARE A PROSPECTUS

The company shall prepare a prospectus in accordance with the provisions of Chapter 7 of the Securities Trading Act and regulations issued pursuant thereto.

8.2 REVIEW AND APPROVAL OF AN EEA PROSPECTUS ETC.

(1) An EEA prospectus as mentioned in Section 7-7, first paragraph, of the Securities Trading Act must be sent to Finanstilsynet for review and approval. This also applies to supplements to prospectuses pursuant to Section 7-15 of the Securities Trading Act. (2) Registration prospectuses must be sent to the Register of Business Enterprises for registration, cf. Securities Trading Act, Section 7-10. (3) If the company plans to issue preferential rights to subscribe for shares or to list other types of subscription rights, or to list shares in the same class of shares as the class that is listed, but where the shares have rights that differ from those of the shares already listed, the company must notify Oslo Børs no later than at the same time as the first draft of a prospectus is submitted for review and inspection to the relevant prospectus authority. Listing of shares in a separate share class is subject to the provisions of Section 2.4.3, second paragraph, of the Listing Rules.86

81 See section 13.2.2, fifth paragraph. 82 See section 13.2.2, second paragraph. 83 See section 13.3.2.3, first paragraph. 84 See section 13.3.3, fifth paragraph. 85 See section 13.3.3, second paragraph. 86 Cf. Oslo Axess Listing Rules, Section 2.4.3, second paragraph.

34

Notification of the listing of shares with rights that differ from those of shares already listed shall take place by submitting the chapter of the prospectus describing the transaction to prospekter@oslobors.no. Notification of the issue of preferential subscription rights as mentioned in the fourth paragraph shall take place by submitting the report stipulated in Section 8.2 of the Listing Rules, together with the chapter of the prospectus describing the transaction, to prospekter@oslobors.no. Notification of the issue of other types of subscription rights shall take place by submitting the application stipulated in Section 8.3 of the Listing Rules, together with the chapter of the prospectus describing the transaction, to prospekter@oslobors.no. In the case of the admission to listing of subscription rights and shares with other rights, the duty of notification is supplemented by the legal authority of Oslo Børs to require further information pursuant to Section 5.2, second paragraph, of the Listing Rules.87 Finanstilsynet decides which types of document satisfy the requirements for exemption from the duty to prepare a prospectus pursuant to the rules of exemption stipulated in the Securities Trading Act, Section 7-4 items 4/6 or Section 7-5 items 5/7 (”equivalent document”).88 Foreign companies: A foreign company with Norway as its host state is exempt from section 8.2, first paragraph, because equivalent rules apply in its home state.89

8.3 TIMETABLE FOR CONFIRMATION OF PUBLICATION IN RESPECT OF CERTAIN TRANSACTIONS

(1)In the case of prospectuses for the admission to listing of subscription rights, or the admission to listing of shares in the same class of shares as the class that is listed, but where the shares have rights that differ from those of the shares already listed, Oslo Børs must have received confirmation from the company no later than 14.00 hours on the trading day before the first day of listing that the prospectus has been, or will be, published in accordance with Section 7-19 of the Securities Trading Act. The same requirement applies to any document prepared in accordance with the exemption rules of Section 7-4, items 4/6, or Section 7-5, items 5/7, of the Securities Trading Act (“equivalent document”) that applies to the admission to listing of subscription rights, or the admission to listing of shares within a class of shares that is already listed but where the shares have rights that differ from those of the shares already listed.90 Confirmation of publication must be sent to the Market Surveillance and Administration Department of Oslo Børs (ma@oslobors.no). If the company wishes to publicly disclose the prospectus on the Oslo Børs website, Oslo Børs must be given notice of this no later than at the same time that the first draft of the prospectus is submitted to Finanstilsynet for inspection and approval, and such notice must include information on whether any electronic mechanisms shall be used to prevent the distribution of the prospectus to specific markets.

8.4 TIMETABLE FOR PUBLIC DISCLOSURE OF APPROVAL OF THE PROSPECTUS ETC.

(1) No later than 08.00 hours on the day the offer period starts or the first day of listing, the company must publicly disclose that the EEA prospectus has been approved, and state where it is available. The same

87 Cf. Oslo Axess Listing Rules, Section 5.2, second paragraph. 88 See http://www.finanstilsynet.no/no/Noterte-foretak-Prospekter/Prospekter/Informasjon/Nyheter-og-presiseringer/ 89 See section 13.2.2, second paragraph (companies with a primary listing), and section 13.3.3, second paragraph (companies with a secondary listing). 90 See also Listing Rules, Section 8-4, second paragraph.

35

deadline shall apply for the publication of where a document that satisfies the requirements for exemption from the duty to prepare a prospectus, cf. Securities Trading Act Section 7-4 items 4/6 or Section 7-5 items 5/7 (”equivalent document”) is available. (2) A prospectus filed with the Register of Business Enterprises in accordance with the Section 7-10 of the Securities Trading Act and documents prepared in accordance with the exemptions set out in Section 7-4 or Section 7-5 of the Securities Trading Act, must be published prior to the start of the public offer period or before the start of listing. (3) The company shall without undue delay following the approval of a supplement to a prospectus pursuant to Section 7-15 of the Securities Trading Act publicly disclose that the supplement to the prospectus has been approved, and state where it is available. Foreign companies: A foreign company with Norway as its host state that uses an EEA prospectus cross-border in Norway pursuant to Section 7-9 of the Securities Trading Act must publicly disclose before 08.00 hours on the date of the start of the offer or the first day of listing that the prospectus has been approved and sent-cross border to Norway, and the announcement must state where the prospectus is available.91

8.5 SUBMISSION OF THE EEA PROSPECTUS OR EQUIVALENT DOCUMENT TO OSLO BØRS

The EEA prospectus or supplement to a prospectus in its final form must be sent to Oslo Børs immediately after it is approved. This shall also apply to a document that satisfies the requirements for exemption from the duty to prepare a prospectus, cf. Securities Trading Act Section 7-4 items 4/6 or Section 7-5 items 5/7 (”equivalent document”) immediately after the document becomes available. The prospectus or equivalent document must be sent to prospekter@oslobors.no.

9 TAKEOVER BIDS

(1) In the event of a takeover bid pursuant to Chapter 6 of the Securities Trading Act, the company shall inform its employees in accordance with Section 6-8, second paragraph and Section 6-14, third paragraph, of the Securities Trading Act, cf. Section 6-19, first paragraph. (2) If the company has been informed that a takeover bid is to be made pursuant to Section 6-1, Section 6-2, second paragraph, or Section 6-6 of the Securities Trading Act, then until the offer period has expired and the result of the bid is known, neither the board of directors nor the executive management may make any decisions in regard to the matters mentioned in Section 6-17, first paragraph of the Securities Trading Act, cf. Securities Trading Act, Section 6-17, second to fifth paragraphs. (3) When a bid is made pursuant to the rules on mandatory bids, the board of directors shall produce and make public a statement in accordance with Section 6-16 of the Securities Trading Act. (4) The company is obliged to facilitate the dispatch of the offer document.92 There are two situations in which the takeover supervisory authority has to decide who should issue the statement, cf. Securities Trading Act, Section 6-16, fourth paragraph. This is the case when (i) a bid has been

91 See section 13.2.2, sixth paragraph (companies with a primary listing and Norway as their host state), and section 13.3.3, sixth paragraph (companies with a secondary listing and Norway as their host state). 92 Cf. Securities Trading Act, Section 6-14, second paragraph, second sentence.

36

made by someone who is a member of the board of the company, or (ii) the bid has been made in concert with the board of the company. In such situations, the company should contact the Legal Department of Oslo Børs at the earliest possible time, preferably before the offer is announced, in order to decide who will issue a statement on the offer. Oslo Børs, in its capacity as the takeover supervisory authority, will decide who will issue the statement following consultation with the company's board or its representatives, cf. Section 6-16, fourth paragraph. Whether a bid is deemed to have been made in concert with the board of the company will depend on the facts of the situation. A practical example would be a situation where the target company and the offeror have entered into an agreement in respect of the offer that includes elements that may raise the question of whether the board of directors has a conflict of interest in evaluating the offer, and examples of such elements may be that the target company has agreed to pay compensation to the offeror if the takeover does not take place, undertakings in respect of exclusivity, undertakings in respect of future appointments for members of the board etc. If Oslo Børs decides that the statement should be made by someone other than the board, then any other statements that the board may make about the offer should clearly state that an independent statement will be issued in accordance with the requirements of the Securities Trading Act, Section 6-16, including the deadline for such a statement to be made public, cf. Securities Trading Act, Section 6-16, third paragraph. This will apply to any statements the board may make that are included in the offer document, and any announcements that are made public about the offer. The party that issues the statement on the offer must have the appropriate technical expertise and must not have any business relationships with the offeror that might cause any questions over whether the party has a conflict of interest or a financial interest in the offer (for example a fee based on the outcome). If the offer is made by one or more members of the board of the company, Oslo Børs may decide that the other members of the board can be selected to issue the statement about the offer. This may also be the case if there are too few members of the board not affected by conflict of interest for the board to pass a valid resolution. It should be stressed that in such a situation the statement is not issued by the board as a corporate body. In connection with the statement, information shall also be given about the views, if any, of the board members in their capacity as shareholders, cf. Securities Trading Act, Section 6-16, first paragraph. This also applies to the members of the board who are deemed to be affected by conflict of interest and can therefore not be involved in the other aspects of the statement. In a situation where material terms and conditions of the offer change after the offer has been made, it may be decided that a new statement must be issued on the amended offer in accordance with the requirements of the Securities Trading Act, Section 6-16. Reference is made to Section 14, fourth paragraph, of the Norwegian Code of Practice for Corporate Governance, which recommends that in general the Board of Directors should arrange a valuation by an independent expert if an offer is made for the company's shares. Foreign companies: Section 9 shall apply to a foreign company to the extent required by Chapter 6 III of the Securities Trading Regulations.93

93 See section 13.2.1.3, third paragraph (companies with a primary listing and Norway as their home state); section 13.2.2, seventh paragraph (companies with a primary listing and Norway as their host state); section 13.3.2.3, third paragraph (companies with a secondary listing and Norway as their home state); and section 13.3.3, seventh paragraph (companies with a secondary listing and Norway as their host state).

37

10 THE GENERAL MEETING OF THE COMPANY ETC.

10.1 GENERAL

The company shall ensure that the facilities and information necessary to enable shareholders to exercise their rights are available in Norway. The company shall moreover ensure that the integrity of data is preserved.94 Foreign companies: A foreign company with Norway as its host state is exempt from section 10.1 because equivalent rules apply in its home state.95

10.2 COMMUNICATION WITH SHAREHOLDERS

The company may use electronic means to communicate notices, warnings, information, documents, notifications and the like to shareholders provided that the shareholder concerned has explicitly agreed to this. When the company conveys information etc. to a shareholder, the company may do so by electronic means to the shareholder’s e-mail address or by such means as the shareholder has specified for the purpose.96 The provisions of this section are supplemented by the provisions of Section 5-11a of the Public Limited Companies Act. Foreign companies: A foreign company with Norway as its host state is exempt from section 10.2 because equivalent rules apply in its home state.97

10.3 NOTICE TO CALL A GENERAL MEETING

(1) In order to call a general meeting, the company must give notice in writing to all shareholders of known address. (2) The company must publicly disclose the notice calling a general meeting. The company must also publicly disclose documents relating to the items that will be considered at the general meeting. This shall also apply to documents that must be included in or attached to the notice calling a general meeting. Such public disclosure shall be carried out as soon as the documents are made available to the company’s shareholders. (3) The company shall in the notice calling the general meeting state the number of shares and voting rights, as well as provide information on the shareholders’ rights.98 (4) The company shall append a proxy voting form to the notice of the meeting unless such a form is available to shareholders on the company's website and the notice calling the meeting includes information that shareholders need to access the documents, including the internet address.99

94 Securities Trading Act, Section 5-9, first paragraph. 95 See section 13.2.2, second paragraph (companies with a primary listing), and section 13.3.3, second paragraph (companies with a secondary listing). 96 Securities Trading Act, Section 5-9, sixth paragraph. 97 See section 13.2.2, second paragraph (companies with a primary listing), and section 13.3.3, second paragraph (companies with a secondary listing). 98 Securities Trading Act, Section 5-9, second paragraph. 99 Securities Trading Act, Section 5-9, third paragraph.

38

The first paragraph does not intend to impose requirements on distribution of the notice additional to the requirements set out in the Public Limited Liability Companies Act. The detailed provisions on convening a general meeting can be found in Chapter 5 of the Public Limited Liability Companies Act. The documents that must be publicly disclosed pursuant to the second and third sentences of the second paragraph are those documents that the company must make available to its shareholders in connection with the holding of a general meeting. The basis for which documents this includes will be a consequence of company legislation and the company’s articles of association. For Norwegian public limited companies, the documents will be equivalent to the documents that the company has to publish on its website, cf. the ‘Regulation on the duty of disclosure for certain public limited companies before and after the general meeting’. Foreign companies must consider the company legislation to which the company is subject and their articles of association in order to assess what documentation must be publicly disclosed for shareholders. The fourth sentence of the second paragraph means that if documents are made available prior to the notice of the meeting being published, these must be publicly disclosed as soon as they are made available to shareholders. This applies, for example, to merger plans or demerger plans pursuant to Section 13-12, first paragraph (merger plan) and Section 14-4, third paragraph, cf. Section 13-12, first paragraph (demerger plan). In the case of issuers of equity certificates, these provisions in respect of the general meeting shall apply to the meeting of the committee of representatives and the election meeting to the extent they are applicable, cf. section 1.2, second paragraph. [Accordingly the notice pursuant to section 10.3 calling the election meeting shall be sent to all holders of equity certificates and to all other parties that have the right to elect members to the committee of representatives. The notice pursuant to section 10.3 calling the meeting of the committee of representatives shall be sent to all parties entitled to attend the meeting of the committee.] Foreign companies: A foreign company with Norway as its host state is exempt from Section 10.3, first, third and fourth paragraphs, because equivalent rules apply in its home state.100 A foreign company must send the notice calling a general meeting pursuant to Section 10.3, first paragraph, to its shareholders sufficiently in advance of the meeting so that shareholders have the opportunity to attend the meeting in order to exercise their voting rights.101

10.4 THE RIGHT OF OSLO BØRS TO ATTEND THE GENERAL MEETING

Oslo Børs shall be entitled to attend and to speak at the company’s general meeting.

10.5 REPORT OF THE GENERAL MEETING

Following a general meeting, the company shall immediately announce that its general meeting has been held. If any resolution passed by the general meeting differs from the resolutions proposed by the board of directors and made public in accordance with section 3, this must be stated. 100 See section 13.2.2, second paragraph (companies with a primary listing), and section 13.3.3, second paragraph (companies with a secondary listing). 101 See section 13.2.1.3, fourth paragraph (companies with a primary listing and Norway as their home state); section 13.2.2, second paragraph, second sentence (companies with a primary listing and Norway as their host state); section 13.3.2.1, second paragraph (companies with a secondary listing and Norway as their home state); and section 13.3.3, second sentence (companies with a secondary listing and Norway as their host state).

39

The provisions of this section are supplemented by Section 4 of the ’Regulation on the duty of disclosure for certain public limited companies before and after the general meeting’ of 6 July 2009, No. 983.

11 CARRYING OUT CORPORATE ACTIONS

11.1 GENERAL

The company shall carry out corporate actions in accordance with section 11.2 and section 11.3, unless there are special reasons to deviate from this. If a company intends to carry out a transaction in a manner that deviates from the procedures as set out, it must consult Oslo Børs well in advance.

11.2 CARRYING OUT CORPORATE ACTIONS

(1) Proposals or decisions on preferential rights issues, payment of cash dividends, share splits or reverse splits shall be designed such that the share can at the earliest be traded excluding the right in question two trading days after the relevant key dates (ex-date, record date and any payment date etc.) are publicly disclosed in a separate announcement and in accordance with the guidelines set out by Oslo Børs. (2) For other corporate actions that result in shareholders being given rights of commercial value (including mergers where the company acquired is listed, demergers, reductions in share capital by distribution to shareholders, as well as types of distribution and payment other than as mentioned in the first paragraph), the company shall inform Oslo Børs at the latest five trading days prior to whichever is earlier of i) the issuer’s planned announcement in the market of the timetable for the corporate action, or ii) the planned ex-date. A proposed timetable shall be provided when Oslo Børs is notified. Oslo Børs may set requirements regarding the information that is to be included in the announcement about the corporate action in question and the way in which the announcement shall be designed and published. The first and second sentences of this paragraph shall similarly apply to transactions that may cause uncertainty as to the pricing of the company’s shares or uncertainty as to which shares are being traded. In the event of repair issues in connection with private placements, the third paragraph applies. (3) For repair issues planned in connection with private placements, the company shall publicly disclose key dates for the repair issue in a separate announcement and in accordance with the guidelines set out by the exchange, as soon as the repair issue is approved by the company and no later than 09:00 hrs on the day the share is traded excluding the right in question. Companies included in the OBX Index shall additionally notify Oslo Børs by 14:00 hrs on the day prior to the share trading excluding the right to participate in the repair issue. (4) Decisions on corporate actions shall be available before the share trades excluding the right in question. Rights of commercial value shall accrue to the parties that are shareholders on the last day the share is traded including the right, unless there are special circumstances that indicate otherwise. This shall apply regardless of whether the party in question is registered as a shareholder in the Central Securities Depository. (5) Oslo Børs reserves the right to demand that the company make available further specified documentation by 08:15 hours on the day the share is traded excluding the right in question. Foreign companies: For foreign companies section 11.2 shall apply similarly to the extent that it is relevant.102

102 See section 13.4.3.

40

11.3 FURTHER PROVISIONS ON THE EXECUTION OF MERGERS, DEMERGERS AND REDUCTIONS IN SHARE CAPITAL THROUGH DISTRIBUTION

(1) A merger, demerger or reduction in share capital by distribution to shareholders, shall be registered as executed outside stock exchange trading hours.103 The first sentence only applies to mergers if the company acquired is listed on Oslo Børs. (2) In the event that registration cannot be executed outside stock exchange trading hours, Oslo Børs will consider whether it is necessary to impose a matching halt or to suspend the company’s shares from stock exchange listing throughout the trading day on which the action comes into effect. (3) The company must send an up-dated certificate of registration to Oslo Børs immediately, and in any case no later than 08.15 hours on the first trading day after the corporate action is registered as coming into effect. (4) The first to third paragraphs shall apply similarly to the implementation of other types of transactions that may cause uncertainty as to the pricing of the company’s shares or uncertainty as to which shares are being traded. The term “stock exchange trading hours” in the first paragraph refers to the hours during which orders can be registered in the exchange’s electronic trading system. The updated certificate of registration pursuant to paragraph 3 must be sent to the Market Surveillance and Administration Department of Oslo Børs (ma@oslobors.no). Foreign companies: Foreign companies shall comply with section 13.4.2 instead of section 11.3.

11.4 CHANGES IN SHARE CAPITAL

(1) If new shares are subsequently issued in the same class of shares as the class that is listed, the new shares will automatically be admitted to listing with no application required.104 Admission to listing shall take place without unnecessary delay following the registration of the increase in share capital. Oslo Børs may grant exemptions from the second sentence. (2) In the case of admission to listing of shares in the same class of shares as the class that is listed, but where the shares have rights that differ from those of the shares already listed, and where the issue of such shares does not trigger the duty to prepare a prospectus, Oslo Børs must be notified of this no later than 10 trading days before the shares are planned to be admitted to listing. (3) In the event of any change in share capital or in the number of shares issued, the company shall immediately make public the registration of the change with the Register of Business Enterprises, including the amount of its new share capital and the total number of shares issued. In the case of an increase in share capital that requires a prospectus to be prepared, the provisions of section 8 apply. Admission to listing can, subject to agreement with Oslo Børs, take place on the same day as the prospectus is approved and the prospectus is published. Notification of the listing of shares with rights which differ to those of shares in the same class that are already listed must be given by sending a description of the shares and the different rights which apply, 103 Cf. Public Limited Liability Companies Act of 13 June 1997 No. 45, Sections 12-6, 13-17 and 14-18, first paragraph. 104 Stock Exchange Regulations, Section 5, second paragraph.

41

together with any further information stipulated by Oslo Børs, to prospekter@oslobors.no. The duty of notification in respect of listing shares with such other rights is supplemented by the legal authority of Oslo Børs to require further information pursuant to Section 5.2, second paragraph, of the Listing Rules.105 Foreign companies: Foreign companies shall comply with section 13.4.4 instead of section 11.4.

11.5 PUBLIC DISCLOSURE OF THEORETICAL OPENING PRICE

(1) In the event that the company carries out complex corporate actions, Oslo Børs may instruct the company to publish the theoretical opening price within such a deadline as Oslo Børs may decide. (2) The announcement to be issued pursuant to the first paragraph must state how the theoretical opening price has been calculated and the key assumptions used in the calculation. “Complex corporate actions” refers to combinations of corporate actions (carried out simultaneously or close together in time) such as share issues/debt conversion, share splits/reverse splits, dividends/other distributions or similar actions.

12 CONTINUATION OF A STOCK EXCHANGE LISTING IN THE EVENT OF MERGER, DEMERGER AND OTHER MATERIAL CHANGES

12.1 MERGER

(1) If the company participates in a merger, the company shall no later than five trading days after the signing of the merger plan 106 send a report to Oslo Børs that briefly explains whether the merged company following the merger satisfies the requirements for admission to stock exchange listing,. The report shall state whether the company wishes continued listing. If the company does not wish to remain listed, it shall explain in the report how the interests of shareholders for continuing listing will be provided for in the event that the company is delisted. (2) The first paragraph shall not apply if the company takes over a wholly-owned subsidiary by way of merger. (3) Oslo Børs may no later than 15 trading days after its receipt of the report pursuant to the first paragraph demand that the company submits a document that meets the requirements for the content of an application for admission to stock exchange listing, cf. Listing Rules, Section 3.4. In special circumstances, Oslo Børs may decide that additional aspects of the listing process as mentioned in Section 3 and Section 5 of the Listing Rules shall be followed. (4) Shares in the merged company shall be listed unless Oslo Børs resolves to delist the shares pursuant to the provisions of section 15.1. The report mentioned in the first paragraph can consist of a brief, summary of the company’s compliance with the listing conditions. If the company does not wish to continue to be listed, it may for example be relevant to explain whether shareholders are or will be offered shares in a company that is or will be listed on a regulated market, whether they are or will be given the opportunity to sell their shares and the percentage of shareholders that voted against a proposal entailing delisting. If a proposal for delisting is to be voted on as part of an approval for a merger plan, then the results of the vote may be forwarded when available.

105 Cf. Oslo Axess Rules, Section 5.2, second paragraph. 106 Cf. Public Limited Liability Companies Act, Section 13-3.

42

The basic principle is that a stock exchange listed company that participates in a merger should retain its stock exchange listing unless it ceases to satisfy the conditions for listing following the transaction. In such cases the listing rules will apply in their entirety, with the exception of the specific requirement for minimum price set out in Section 2.4.6 of the Listing Rules.107 Where the company does not satisfy the requirements for admission to listing, Oslo Børs will consider a delisting of the company’s shares. The establishment of Oslo Axess as an alternative regulated listing product means that the arguments against the delisting of companies no longer weigh as heavily as they used to. On the other hand, the application of the rules should not unreasonably hinder the restructuring of listed companies. It would, for example, appear unreasonable to delist a company, which before the transaction did not satisfy the revised listing requirements in respect of the number of shareholders, and which after a merger with a company in the same industry still does not meet the current requirement for shareholders. If the merger, however, in reality represented a new listing of a business that would not otherwise satisfy the listing requirements, the company should be delisted from Oslo Børs and alternatively be directed towards admission to listing on Oslo Axess. For companies listed on Oslo Axess, the weighing of the considerations against delisting of companies must be established through practice over time. If the company wishes to apply for listing on Oslo Axess (solely or as an alternative to stock exchange listing) this must be stated. If this is the case, the application for admission to listing will be treated as an application for listing on Oslo Axess (solely or as an alternative to stock exchange listing), which means that the company’s listing can be transferred to Oslo Axess without the need for Oslo Børs to approve a resolution on delisting from stock exchange listing and without the need for the normal Oslo Axess application procedure to be carried out. The decision on whether to allow continued listing or delisting will normally be made by the management of Oslo Børs. This also applies to a transfer of listing from Oslo Børs to Oslo Axess, cf. Oslo Axess Listing Rules, Section 2.7, sixth paragraph.

12.2 DEMERGER ETC.

(1) If the company participates in a demerger, section 12.1 shall apply similarly to the pre-existing company. For the new company or companies created by the demerger the Listing Rules will apply correspondingly. (2) The first paragraph shall apply similarly to a division of the company between shareholders by means of legal procedures other than demerger. The commentary to section 12.1 applies similarly. The pre-existing company in a demerger can, as a general rule, expect to retain its listing on Oslo Børs unless it fails to meet any of the requirements for admission to listing. The divested company will, as a general rule, be required to complete the normal process for admission to listing.

107 However, the company will be expected to satisfy the minimum price requirement specified in section 2.4 of Continuing Obligations.

43

12.3 OTHER CHANGES TO THE COMPANY

If the company by some means other than as mentioned in sections 12.1 and 12.2 changes its character, discontinues material parts of its business or enters into an agreement on a transaction that represents a change of more than 50% in terms of the criteria mentioned in section 3.5.1, then sections 12.1 and 12.2 shall apply similarly. The timetable mentioned in section 12.1, first paragraph, shall be calculated from the time that the agreement is entered into. The commentaries to sections 12.1 and 12.2 apply similarly.

The company's duty pursuant to this section to submit a report to Oslo Børs also extends to a change of the company's domicile or if the company enters into a ’scheme/plan of arrangements’ or undergoes any similar form of transformation.

13 FOREIGN COMPANIES AND NORWEGIAN COMPANIES WITH A SECONDARY LISTING

13.1 GENERAL

(1) Section 13 applies to foreign companies with a primary listing on Oslo Børs, and also to Norwegian and foreign companies with a secondary listing. (2) Norway is the home state for Norwegian companies, and also for companies from countries outside the EEA where this is dictated by the Prospectus Directive.108 (3) Norway is the host state for other foreign companies that are admitted to listing on Oslo Børs. (4) A company with a primary listing is a company that is listed on Oslo Børs or Oslo Axess and is not listed on a stock exchange or regulated marketplace recognised by Oslo Børs. A company that is listed on a stock exchange or regulated marketplace recognised by Oslo Børs in addition to being listed on Oslo Børs or Oslo Axess, is deemed to be primary listed if it was first listed on Oslo Børs or Oslo Axess. A company that was listed on a stock exchange or regulated marketplace recognised by Oslo Børs before it was admitted to listing on Oslo Børs or Oslo Axess is deemed to be primary listed if it has applied for such listing and the application has been accepted.

(5) A company with a secondary listing is a company that was listed on a stock exchange or regulated marketplace recognised by Oslo Børs before it was admitted to listing on Oslo Børs or Oslo Axess if it has applied for such listing and the application has been accepted. (6) A company can change its status from primary listing to secondary listing or vice versa by making written application to Oslo Børs. The application must be approved by the company's board of directors, and the application must be signed by the board of directors or by a party duly authorised by the board of directors.

(7) A company that has a secondary listing on Oslo Børs or Oslo Axess that ceases to be listed on a stock exchange or regulated marketplace recognised by Oslo Børs will change status from secondary listing to primary listing without the need to make an application.

108 Cf. Prospectus Directive, Article 2(1)(m)(iii).

44

13.2 PRIMARY LISTED COMPANIES

13.2.1 COMPANIES FOR WHICH NORWAY IS THE HOME STATE

13.2.1.1 General

(1) Foreign companies with a primary listing on Oslo Børs or Oslo Axess for which Norway is the home state are subject to the provisions of the Stock Exchange Act, the Securities Trading Act, the Stock Exchange Regulations and the Securities Trading Regulations as they apply at any time to foreign companies for which Norway is the home state, as well as Continuing Obligations, save for the exceptions and clarifications provided for in sections 13.2.1.2 and 13.2.1.3. (2) If the company breaches the provisions mentioned in section 13.2.1.1, first paragraph, or other provisions set out in the listing agreement, Oslo Børs may impose sanctions on the company in accordance with section 15.

13.2.1.2 Use of third country accounting standards etc.

(1) A company from a country outside the EEA may prepare its annual accounts and half-yearly accounts in accordance with the accounting standards of the state in which it is registered, subject to the requirements of Section 5-11 of the Securities Trading Regulations being satisfied. (2) The provisions of Sections 5-5, 5-6 and 5-8a of the Securities Trading Act, cf. section 4, shall apply subject to the modifications that result from Section 5-7 of the Securities Trading Regulations. Finanstilsynet may determine by administrative decision that for some of the requirements in Sections 5-5, 5-6 and 5-7 of the Securities Trading Act, the company shall be deemed to satisfy the requirements if the issuer has to satisfy equivalent requirements in accordance with the third country’s legislation, cf. the Securities Trading Regulations, Section 5-7, first and second paragraphs.

13.2.1.3 Other provisions

(1) The report mentioned in section 7, first paragraph, may be prepared in accordance with an equivalent code of practice applicable in the state where the company is registered. If there is no such code of practice or if the company does not use such code of practice, the report must be prepared in relation to the Norwegian Code of Practice for Corporate Governance. The information specified in section 7, second paragraph, must be included in the company’s corporate governance report. (2) A company from a country outside the EEA can apply for an exemption from the provisions of section 7, second paragraph, if the company is subject to equivalent requirements under the legislation of its country of registration or as a result of the listing rules of a regulated market outside the EEA on which the company's shares are listed. In such circumstances, the company's annual report must state where the report is publicly available. In no circumstances will foreign reporting requirements be considered equivalent if they do not include a consistency check equivalent to the requirements of Section 5-1, first paragraph, of the Auditors Act.109 See Finanstilsynet Circular 10/2011, section 3. An application for exemption pursuant to the second paragraph must be submitted to Oslo Børs using the standard application form produced by Oslo Børs. The application must be accompanied by written 109 Cf. Securities Trading Regulations, Section 5-7, third paragraph.

45

confirmation from an external accountant or legal attorney that the conditions stipulated in the second paragraph for granting such an exemption are satisfied. Copies of the standard application form may be obtained upon request from the Listing Department of Oslo Børs, and completed forms should be sent together with the attachments to notering@oslobors.no. (3) Section 9 shall apply to the extent required by Chapter 6 III of the Securities Trading Regulations. (4) Distribution of the notice to call a general meeting pursuant to section 10.3, first paragraph, must take place sufficiently in advance of the meeting so that shareholders have the opportunity to attend the meeting in order to exercise their voting rights.

13.2.2 COMPANIES FOR WHICH NORWAY IS THE HOST STATE

(1) Foreign companies with a primary listing on Oslo Børs for which Norway is the host state are subject to the provisions of the Stock Exchange Act, the Securities Trading Act, the Stock Exchange Regulations and the Securities Trading Regulations as they apply at any time to foreign companies for which Norway is the host state, as well as Continuing Obligations, save for the exceptions and clarifications provided for in the second to ninth paragraphs, cf. Standard listing agreement (the “listing agreement”). (2) The company is exempt from the following provisions of the Continuing Obligations: Section 2.6, third paragraph, section 3.2, first paragraph item 1, item 2 first sentence, item 3 second sentence, as well as fourth paragraph, sections 4.1, 4.2, 4.3, 4.5, 5.2, 5.3, 6.1, 6.2, 7 second paragraph, 8.2 first paragraph, 10.1, 10.2, 10.3 third and fourth paragraphs. Distribution of the notice to call a general meeting pursuant to section 10.3, first paragraph, must take place sufficiently in advance of the meeting so that shareholders have the opportunity to attend the meeting in order to exercise their voting rights. (3) If the company breaches the provisions mentioned in section 13.2.2, first paragraph, or other provisions set out in the listing agreement, Oslo Børs may impose sanctions on the company in accordance with section 15. (4) The company shall disclose information in Norwegian, Swedish, Danish or English.110 (5) The report mentioned in section 7, first paragraph, may be prepared in accordance with the equivalent code of practice applicable in the state in which the company is registered. If there is no such code of practice or if the company does not follow such code of practice, the report must be prepared in relation to the Norwegian Code of Practice for Corporate Governance. (6) Where an EEA prospectus is to be used cross-border in Norway pursuant to Section 7-9 of the Securities Trading Act, the company must publicly disclose before 08.00 hours on the date of the start of the offer or the first day of listing that the prospectus has been approved and sent cross-border to Norway, and the announcement must state where the prospectus is available. (7) Section 9 shall apply to the extent required by Chapter 6 III of the Securities Trading Regulations. (8) The company shall comply with its home state’s legislation in so far as matters regulated in Sections 5-5 to 5-11 of the Securities Trading Act are concerned.111 The duty to disclose such information pursuant to Section 5-12 of the Securities Trading Act, cf. section 5.1, shall only apply where securities are admitted to trading on a regulated market only in Norway.112 110 Cf. Securities Trading Act, Section 5-13, fourth paragraph. 111 Securities Trading Act, Section 5-4, fifth paragraph, second sentence. 112 Securities Trading Act, Section 5-12, fourth paragraph, second sentence.

46

(9) The company shall provide Oslo Børs with copies of all information that the company is required to publicly disclose pursuant to Continuing Obligations, including information that the company publicly discloses in accordance with its home state's legislation as mentioned in the eighth paragraph. Copies of information shall be sent to Oslo Børs electronically at the same time as the information is publicly disclosed. Oslo Børs issues more detailed instructions for such submission arrangements. (10) The company must immediately send to Oslo Børs any notices it receives in respect of disclosure of large shareholdings ("flagging announcements”). However, this duty does not apply if the flagging announcement has already been publicly disclosed in accordance with Section 5 of Continuing Obligations. (11) To the extent the company undertakes any purchase, sale, exchange or subscription of shares in the company, or other instruments linked to shares in the company (regardless of whether the instrument gives rise to physical or financial settlement), the company shall immediately notify Oslo Børs which shall publish such notification pursuant to paragraph nine. Notification pursuant to the first sentence of this provision shall include a description of the instrument, time of transaction, market, price and volume for the transaction, as well as holdings after the transaction. The first sentence of this provision shall not apply to the extent the company pursuant to its home state legislation is under an obligation to publish transactions set out the first sentence, however such that the company immediately after publication in accordance with home state legislation shall submit a copy of the notification made under home state legislation to Oslo Børs for publication pursuant to paragraph nine. The provisions from which the company is exempted by the second paragraph relate entirely to reiterations of requirements imposed by EU directives to which the company will in any case be subject in its home state. The duty to provide copies of information stipulated in the ninth paragraph also includes information that the company publicly discloses pursuant to its home state's legislation, cf. eighth paragraph. The provision of information pursuant to the ninth paragraph shall take place in accordance with the same guidelines as apply to announcements that must be filed with the storage mechanism, cf. section 5.2, cf. Oslo Børs Circular No. 18/2007, Section 6. It should be noted in particular that documents that are made public by stating the internet page on which the documents are available must nonetheless be sent to Oslo Børs in electronic form (NewsPoint). cf. section 5.2. The documents must be stored directly in the storage mechanism in PDF format. If the company does not itself publicly disclose in accordance with section 5.1 a flagging announcement as mentioned in the tenth paragraph, it must send the announcement to the Market Surveillance and Administration Department of Oslo Børs (ma@oslobors.no). The submission of such announcements must be carried out in accordance with the same provisions as apply to flagging announcements for issuers for which Norway is the home state, cf. Regulation No. 1359 of 6 December 2007. The rules on primary insiders duty to disclose transactions set out in section 4-2 of the Securities Trading Act is as of 1 July 2012 not applicable in respect of transactions made by primary insiders in companies with Norway as its host state cf. Prospectus Directive Article 2(1)(m)(iii). Oslo Børs do however recommend that issuers affected by this change in law forward primary insider disclosures made under home state legislation by its primary insiders to Oslo Børs – to the extent that the issuers becomes aware of such disclosures – and/or that affected issuers implement procedures in respect of its primary insiders such that these submit copies of their primary insider disclosures made under home state legislation to Oslo Børs for publication in order to secure adequate access to information for all market participants.

47

13.3 SECONDARY LISTED COMPANIES

13.3.1 NORWEGIAN COMPANIES

Norwegian companies with a secondary listing on Oslo Børs or Oslo Axess are subject to the provisions of the Stock Exchange Act, the Securities Trading Act, the Stock Exchange Regulations and the Securities Trading Regulations and to the Continuing Obligations, subject to the following exceptions: Sections 3.3, 3.4, and 3.5. The report mentioned in section 7, first paragraph, may be prepared in accordance with an equivalent code of practice that applies in the company’s primary market. If there is no such code of practice or if the company does not follow such code of practice, the report must be prepared in relation to the Norwegian Code of Practice for Corporate Governance. The information specified in section 7, second paragraph, must be included in the company’s corporate governance report.

13.3.2 FOREIGN COMPANIES FOR WHICH NORWAY IS THE HOME STATE

13.3.2.1 General

(1) Foreign companies with a secondary listing on Oslo Børs or Oslo Axess for which Norway is the home state are subject to the provisions of the Stock Exchange Act, the Securities Trading Act, the Stock Exchange Regulations and the Securities Trading Regulations as they apply at any time to foreign companies for which Norway is the home state, as well as Continuing Obligations, save for the exceptions and clarifications provided for in the second and third paragraphs and in sections 13.3.2.2 and 13.3.2.3, cf. Standard listing agreement (the “listing agreement”). (2) The company is exempt from the following provisions of Continuing Obligations: Sections 3.3, 3.4, 3.5 and 10.3 first paragraph. Public disclosure of the notice to call a general meeting pursuant to section 10.3, second paragraph, must take place sufficiently in advance of the meeting so that shareholders have the opportunity to attend the meeting in order to exercise their voting rights. (3) If the company breaches the provisions mentioned in section 13.3.2.1, first paragraph, or other provisions set out in the listing agreement, Oslo Børs may impose sanctions on the company in accordance with section 15. The provisions from which the company is exempted by the second paragraph relate entirely to requirements imposed by Oslo Børs. It is assumed that the company is subject to provisions in its primary market that address the same issues.

13.3.2.2 Use of third country accounting standards etc.

(1) A company from a country outside the EEA may prepare its annual accounts and half-yearly accounts in accordance with the accounting standards of the state in which it is registered, subject to the requirements of Section 5-11 of the Securities Trading Regulations being satisfied. (2) The provisions of Sections 5-5 and 5-6 of the Securities Trading Act, cf. section 4, shall apply subject to the modifications that result from Section 5-7 of the Securities Trading Regulations. Finanstilsynet may determine by administrative decision that for some of the requirements in Sections 5-5, 5-6 and 5-7 of the Securities Trading Act, the company shall be deemed to satisfy the requirements if the issuer has to satisfy equivalent requirements in accordance with the third country’s legislation, cf. the Securities Trading Regulations, Section 5-7, first and second paragraphs.

48

13.3.2.3 Other provisions

(1) The report mentioned in section 7, first paragraph, may be prepared in accordance with the equivalent code of practice applicable in the state in which the company is registered or in the company’s primary market. If there is no such code of practice or if the company does not use such code of practice, the report must be prepared in relation to the Norwegian Code of Practice for Corporate Governance. The information specified in section 7, second paragraph, must be included in the company’s corporate governance report. (2) A company from a country outside the EEA can apply for an exemption from the provisions of section 7, second paragraph, if the company is subject to equivalent requirements under the legislation of its country of registration or as a result of the listing rules of a regulated market outside the EEA on which the company's shares are listed. In such circumstances, the company's annual report must state where the report is publicly available. In no circumstances will foreign reporting requirements be considered equivalent if they do not include a consistency check equivalent to the requirements of Section 5-1, first paragraph, of the Auditors Act.113 See Finanstilsynet Circular 10/2011, section 3. An application for exemption pursuant to the second paragraph must be submitted to Oslo Børs using the standard application form produced by Oslo Børs. The application must be accompanied by written confirmation from an external accountant or legal attorney that the conditions stipulated in the second paragraph for granting such an exemption are satisfied. Copies of the standard application form may be obtained upon request from the Listing Department of Oslo Børs, and completed forms should be sent together with the attachments to notering@oslobors,no. (3) Section 9 shall apply to the extent required by Chapter 6 III of the Securities Trading Regulations.

13.3.3 COMPANIES FOR WHICH NORWAY IS THE HOST STATE

(1) Foreign companies with a secondary listing on Oslo Børs or Oslo Axess for which Norway is the host state are subject to the provisions of the Stock Exchange Act, the Securities Trading Act, the Stock Exchange Regulations and the Securities Trading Regulations as they apply at any time to companies for which Norway is the host state, as well as the Continuing Obligations, save for the exceptions and clarifications provided for in the second to ninth paragraphs. (2) The company is exempt from the following provisions of the Continuing Obligations: Sections 2.6 third paragraph, 3.2 first paragraph item 1, item 2 first sentence, item 3 second sentence, as well as fourth paragraph, sections 3.3, 3.4, 3.5, 4.1, 4.2, 4.3, 4.5, 5.2, 5.3, 6.1, 6.2, 7 second paragraph, 8.2 first paragraph, 10.1, 10.2, 10.3 first, third and fourth paragraphs. Public disclosure of the notice to call a general meeting pursuant to section 10.3, second paragraph, must take place sufficiently in advance of the meeting so that shareholders have the opportunity to attend the meeting in order to exercise their voting rights. (3) If the company breaches the provisions mentioned in section 13.3.3, first paragraph, or other provisions set out in the listing agreement, Oslo Børs may impose sanctions on the company in accordance with section 15. (4) The company shall disclose information in Norwegian, Swedish, Danish or English.114

113 Cf. Securities Trading Regulations, Section 5-7, third paragraph. 114 Cf. Securities Trading Act, Section 5-13, fourth paragraph.

49

(5) The report mentioned in section 7 may be prepared in accordance with the equivalent code of practice applicable in the state in which the company is registered or in the company’s primary market. If there is no such code of practice or if the company does not use such code of practice, the report must be prepared in relation to the Norwegian Code of Practice for Corporate Governance. (6) Where an EEA prospectus is used cross-border in Norway pursuant to Section 7-9 of the Securities Trading Act, the company must publicly disclose before 08.00 hours on the date of the start of the offer or the first day of listing that the prospectus has been approved and sent cross-border to Norway, and the announcement must state where the prospectus is available. (7) Section 9 shall apply to the extent required by Chapter 6 III of the Securities Trading Regulations. (8) The company shall comply with its home state’s legislation in so far as matters regulated in Sections 5-5 to 5-11 of the Securities Trading Act are concerned.115 The duty to disclose such information pursuant to Section 5-12 of the Securities Trading Act, cf. section 5.1, shall only apply where securities are admitted to trading on a regulated market only in Norway.116 (9) The company shall provide Oslo Børs with copies of all information that the company is required to publicly disclose pursuant to Continuing Obligations, including information that the company publicly discloses in accordance with its home state's legislation as mentioned in the eighth paragraph. Copies of information shall be sent to Oslo Børs electronically simultaneously with the public disclosure of the information. Oslo Børs issues more detailed instructions for such submission arrangements. (10) The company must immediately send to Oslo Børs any notices it receives in respect of disclosure of large shareholdings ("flagging announcements”). However, this duty does not apply if the flagging announcement has already been publicly disclosed in accordance with Section 5 of Continuing Obligations. (11) To the extent the company undertakes any purchase, sale, exchange or subscription of shares in the company, or other instruments linked to shares in the company (regardless of whether the instrument gives rise to physical or financial settlement), the company shall immediately notify Oslo Børs which shall publish such notification pursuant to paragraph nine. Notification pursuant to the first sentence of this provision shall include a description of the instrument, time of transaction, market, price and volume for the transaction, as well as holdings after the transaction. The first sentence of this provision shall not apply to the extent the company pursuant to its home state legislation is under an obligation to publish transactions set out the first sentence, however such that the company immediately after publication in accordance with home state legislation shall submit a copy of the notification made under home state legislation to Oslo Børs for publication pursuant to paragraph nine. The provisions from which the company is exempted by the second paragraph relate in part to reiterations of requirements imposed by EU directives to which the company will in any case be subject in its home state, and in part to requirements imposed by Oslo Børs. In respect of the latter category, it is assumed that the company is subject to provisions in its primary market that address the same issues. The duty to provide copies of information stipulated in the ninth paragraph also includes information that the company publicly discloses pursuant to its home state's legislation, cf. eighth paragraph.

115 Securities Trading Act, Section 5-4, fifth paragraph, second sentence. 116 Securities Trading Act, Section 5-12, fourth paragraph, second sentence.

50

The provision of information pursuant to the ninth paragraph shall take place in accordance with the same guidelines as apply to announcements that must be filed with the storage mechanism, cf. Section 5.2, cf. Oslo Børs Circular No. 18/2007, Section 6. It should be noted in particular that documents that are made public by stating the internet page on which the documents are available must nonetheless be sent to Oslo Børs in electronic form (NewsPoint). cf. section 5.2. The documents must be stored directly in the storage mechanism in PDF format. If the company does not itself publicly disclose in accordance with section 5.1 a flagging announcement as mentioned in the tenth paragraph, it must send the announcement to the Market Surveillance and Administration Department of Oslo Børs (ma@oslobors.no). The submission of such announcements must be carried out in accordance with the same provisions as apply to flagging announcements for issues for which Norway is the home state, cf. Regulation No. 1359 of 6 December 2007. The rules on primary insiders duty to disclose transactions set out in section 4-2 of the Securities Trading Act is as of 1 July 2012 not applicable in respect of transactions made by primary insiders in companies with Norway as its host state cf. Prospectus Directive Article 2(1)(m)(iii). Oslo Børs do however recommend that issuers affected by this change in law forward primary insider disclosures made under home state legislation by its primary insiders to Oslo Børs – to the extent that the issuers becomes aware of such disclosures – and/or that affected issuers implement procedures in respect of its primary insiders such that these submit copies of their primary insider disclosures made under home state legislation to Oslo Børs for publication in order to secure adequate access to information for all market participants.

13.4 PARTICULAR REQUIREMENTS RELATED TO CORPORATE ACTIONS

13.4.1 GENERAL

Corporate actions by foreign companies must be carried out in accordance with section 13.4.2 and section 13.4.3 except where special circumstances require otherwise. If the company is considering deviating from the procedure set out, it must consult Oslo Børs in good time in advance. Norwegian secondary listed companies are subject to the provisions of section 11.

13.4.2 FURTHER PROVISIONS ON THE EXECUTION OF MERGERS, DEMERGERS AND REDUCTIONS IN SHARE CAPITAL BY DISTRIBUTION TO SHAREHOLDERS

(1) A merger, demerger or reduction in share capital by distribution to shareholders, shall be registered as executed outside stock exchange trading hours. The first sentence only applies to mergers if the company acquired is listed on Oslo Børs. (2) In the event that registration cannot be executed outside stock exchange trading hours, Oslo Børs will consider whether it is necessary to impose a matching halt or to suspend the company's shares from stock exchange listing throughout the trading day on which the action comes into effect. (3) When implementing a corporate action as mentioned in the first paragraph, the company must produce a legal opinion from an independent external attorney addressed to Oslo Børs which confirms that the corporate action is validly and properly carried out and that the shares are validly and legally issued, fully paid-up and properly registered with the relevant register or equivalent body and which states the size of the company's new share capital and the total number of shares issued. If the company is incorporated in a jurisdiction where Oslo Børs is satisfied that a document equivalent to the company registration certificate issued for Norwegian companies by the register of business enterprise is issued, Oslo Børs may consent to

51

such a document being produced that covers the matters mentioned in place of a legal opinion from an attorney. (4) The legal opinion, or where relevant the confirmation equivalent to a company registration certificate, as mentioned in the third paragraph shall be sent to Oslo Børs immediately and in any case no later than 08.15 hours on the first trading day after the corporate action has been carried out. (5) The first to fourth paragraphs shall apply similarly to the implementation of other types of transactions that may cause uncertainty as to the pricing of the company's shares or uncertainty as to which shares are being traded. The extract from a register mentioned in the third paragraph, final sentence, can only be used in situations where documents are issued that are equivalent to a Norwegian company registration certificate, i.e. are subject to the same control over legal validity as is carried out by the Register of Business Enterprises and with the same legal effect that results from the registration of changes to share capital by Norwegian public limited companies. Oslo Børs has approved that the form of confirmation mentioned in the third paragraph, second sentence, can be accepted in the case of companies registered in Sweden, Denmark and the Faroe Isles. The term "stock exchange trading hours" in the first paragraph refers to the hours during which orders can be registered in the exchange's electronic trading system.

13.4.3 CARRYING OUT CORPORATE ACTIONS

Section 11.2 shall apply similarly to the extent that it is relevant.

13.4.4 CHANGES IN SHARE CAPITAL

(1) If new shares are subsequently issued in the same class of shares as the class that is listed, the new shares will automatically be admitted to listing with no application required. Admission to listing shall take place without unnecessary delay following the registration of the increase in share capital. Oslo Børs may grant exemptions from the second sentence. (2) In the case of admission to listing of shares in the same class of shares as the class that is listed, but where the shares have rights that differ from those of the shares already listed, and where the issue of such shares does not trigger the duty to prepare a prospectus, Oslo Børs must be notified of this no later than 10 trading days before the shares are planned to be admitted to listing. (3)In the event of any change in share capital or in the number of shares issued, the company must immediately publicly disclose that the change has been carried out, and state the size of the new share capital and the total number of shares issued. Before the new shares are admitted to listing, the company must publicly disclose that the shares are validly and legally issued and fully paid-up. Oslo Børs may in special circumstances grant exemptions from the first and second sentences. Where an increase in share capital involves the duty to prepare a prospectus, reference is made to section 8. Admission to listing may, subject to agreement with Oslo Børs, take place on the same day as the prospectus is approved, the announcement mentioned in section 8.4 is issued and the prospectus is made publicly available. Notification of the listing of shares with rights which differ to those of shares in the same class that are already listed must be given by sending a description of the shares and the different rights which apply,

52

together with any further information stipulated by Oslo Børs, to prospekter@oslobors.no. The duty of notification in respect of listing shares with such other rights is supplemented by the legal authority of Oslo Børs to require further information pursuant to Section 5.2, second paragraph, of the Listing Rules.117 The scope for exemption from the first and second sentences of the second paragraph is intended to allow for exceptional exemptions that Oslo Børs will only permit in restricted circumstances. For example, such an exemption might be relevant for a company established in a jurisdiction where confirmation equivalent to a certificate of registration or equivalent documentation of the registration in the relevant official register of companies is not issued, or in special situations related to a company listed on another regulated market or equivalent marketplace that operates in compliance with the relevant rules and regulations of such other market. When granting such an exemption, Oslo Børs will reserve the right to impose conditions in respect of the number of shares to which the exemption applies and the timing of public disclosure. Companies for which Norway is the home state will in any case always be subject to the requirement stipulated in Section 5-8 of the Securities Trading Act, cf. Section 5-4 of the Securities Trading Act, for an issuer of shares to publicly disclose an overview of the share capital and number of votes in the company no later than the end of any month in which there is a change in share capital or voting rights.

14 PRICE QUOTATION

14.1 OSLO BØRS MEMBER AND TRADING RULES

Price quotation shall take place in accordance with the provisions of Oslo Børs Member and Trading Rules.

14.2 MATCHING HALT

(1) Oslo Børs may decide to halt order matching in the company’s shares if it has received a notification from the company pursuant to section 3.1.4, in the event of irregular price movements, if there is suspicion of unequal information in the market, or in response to other events. (2) Information about a matching halt, including any reason given for the matching halt, shall be published. Detailed guidelines on trading in the company’s shares during a matching halt are set out in Oslo Børs Member and Trading Rules. An announcement shall also be made when the matching halt is to cease. (3) The company’s obligations under the provisions of the Stock Exchange Act, the Stock Exchange Regulations and other provisions that impose obligations on the company, including Continuing Obligations, remain in effect during the period of a matching halt. (4) The company shall keep Oslo Børs continually informed of the circumstances justifying the matching halt to the extent that they are known to the company.

14.3 TRADING HALT

(1) Oslo Børs may decide to halt listing of and trading in a company’s shares if they no longer satisfy the exchange’s terms and conditions or rules, or if called for on other special grounds. However, Oslo Børs cannot halt listing and trading in a financial instrument if this can be expected to cause material disadvantage for the owners of the instruments or for the market’s duties and function.118

117 Cf. Oslo Axess Rules, Section 5.2, second paragraph. 118 Cf. Stock Exchange Act, Section 25, first paragraph.

53

(2) Oslo Børs shall make public a decision regarding a trading halt immediately, and provide information on the matter to Finanstilsynet.119 (3) Finanstilsynet can instruct that Oslo Børs shall halt listing of and trading in a company’s financial instruments if they no longer satisfy the terms and conditions for trading, or if called for on other special grounds.120 (4) A decision to halt listing of and trading in a company’s shares pursuant to the first and third paragraphs cannot be appealed.121 A decision by Oslo Børs to impose a trading halt shall be notified to the company immediately. (5) The company’s obligations remain in effect during the period of the trading halt. (6) The company shall keep Oslo Børs continually informed of the circumstances justifying the trading halt to the extent that they are known to the company. (7) Oslo Børs shall together with the company seek to provide information on the circumstances justifying the trading halt, and shall continuously evaluate the need to maintain the trading halt decision. The trading halt shall be lifted when it is no longer required.

14.4 SPECIAL OBSERVATION

(1) If circumstances attached to a company’s shares make pricing of the shares particularly uncertain, Oslo Børs may decide that further trading in the shares shall take place in a manner signifying that the company or the shares are under special observation. (2) Before special observation commences, the company shall if possible be informed and be given the opportunity to express its views. The decision may not be appealed. (3) Special observation has no bearing on the company’s rights and obligations under the Stock Exchange Rules as a whole. (4) Oslo Børs shall without undue delay publish a decision to commence special observation or to terminate such special observation. The reason for commencing special observation shall where possible be stated upon publication. Oslo Børs shall make clear in connection with trading whether the shares or the company are under special observation.

15 DELISTING AND SANCTIONS

15.1 DELISTING

(1) Oslo Børs may delist financial instruments issued by the company if they no longer satisfy the exchange’s conditions or rules, or if called for on other special grounds. However, Oslo Børs cannot delist a financial instrument if this can be expected to cause material disadvantage for the owners of the instruments or for the market’s duties and function.122

119 Cf. Stock Exchange Act, Section 25, second paragraph. 120 Cf. Stock Exchange Act, Section 25, third paragraph. 121 Stock Exchange Regulations, Section 29. 122 Cf. Stock Exchange Act, Section 25, first paragraph.

54

(2) If the company has grossly or repeatedly violated the provisions of stock exchange legislation or the Stock Exchange Rules, this shall in general be regarded as a sufficient reason that may call for delisting of the company’s shares.

(3) Finanstilsynet can instruct that Oslo Børs shall delist a company’s financial instruments if they no longer satisfy the terms and conditions for listing and trading, or if called for on other special grounds.123 (4) The company may apply to Oslo Børs to have its shares delisted if a general meeting has passed a resolution to this effect with the same majority as required for changes to the articles of association. Oslo Børs makes the final decision on delisting. Oslo Børs may in special circumstances grant an exemption from the first sentence. (5) Before a decision on delisting is made, the question of delisting and which measures if any that could be implemented in order to avoid delisting shall be discussed with the company. If the circumstance that justifies delisting can be rectified, Oslo Børs may grant the company a certain period of time in which to rectify the circumstance or it may order the company to draw up a plan in order to resatisfy the listing requirements. Concurrently the company shall be advised that if the circumstance is not rectified or a satisfactory plan is not presented by the expiry of the period, a delisting of the financial instruments in question will be considered. (6) Oslo Børs shall publish a decision regarding delisting immediately, and provide information on the matter to Finanstilsynet.124 (7) The decision to delist shall state the date on which delisting will be implemented. When fixing the date for delisting, consideration shall be given inter alia to allowing the company a reasonable period to adjust to the fact that its shares will no longer be stock exchange listed. (8) If the company’s shares are delisted based on an application from the company, the delisting decision may set further conditions that must be fulfilled before the delisting is implemented.

15.2 TEMPORARY DELISTING

(1) If there is a real possibility that a circumstance which gives rise to delisting can be rectified or removed within a reasonable period, and the company’s board of directors or equivalent body so requests, a delisting decision pursuant to the rules of section 15.1 may take the form of temporary delisting. (2) The decision by Oslo Børs shall specify the conditions that must be fulfilled in order to be readmitted for listing, particularly as regards the information that must be provided to the market and to holders of the financial instruments. The period of temporary delisting may not exceed 4 months and shall be stated in the decision, although readmission may take place at an earlier date if the required conditions are met. (3) If the period of temporary delisting is expected to expire without the conditions for readmission being fulfilled, or if other conditions for listing are no longer present, Oslo Børs shall by the end of the period make a new decision regarding continued temporary delisting, delisting or readmission to listing. (4) The company’s obligations under the provisions of the Stock Exchange Act, the Stock Exchange Regulations and other provisions to which issuers of shares are subject shall cease in the period in which the shares are temporarily delisted.

123 Cf. Stock Exchange Act, Section 25, third paragraph. 124 Cf. Stock Exchange Act, Section 25, second paragraph.

55

15.3 DAILY FINE

(1) If the company fails to observe the duty of disclosure pursuant to the Stock Exchange Act and the Stock Exchange Regulations, cf. Stock Exchange Act, Section 24, seventh paragraph, Oslo Børs may impose a daily fine on the company until such time as the duty of disclosure is complied with. The equivalent provision applies to the employees and officers of the company125, and to a management company as mentioned in the Listing Rules, Section 2.3.8 126 as well as the employees and officers of the management company. (2) The daily fine for the company may not exceed NOK 500,000 per day. The daily fine for the company’s employees and elected officers may not exceed NOK 50,000 per day per person.127 (3) Oslo Børs may waive all or part of the daily fine if there are special grounds for doing so.128 (4) Imposition of a daily fine constitutes a basis for enforcement by distraint.129 (5) In its decision, Oslo Børs shall set the date from which the fine shall start to accrue and its size. A party upon whom such a daily fine is imposed shall be notified in writing of the decision and the grounds for the decision. Information shall also be provided on the right to appeal to the Stock Exchange Appeals Committee, the deadline for any appeal and the procedure for appeal.130 (6) The lodging of an appeal does not have suspensive effect on the date on which a fine takes effect. The decision and the grounds for the decision shall be published.131 (7) Oslo Børs will send an invoice for the daily fine imposed, which is payable 30 days after the invoice date.

15.4 VIOLATION CHARGE FOR A COMPANY WITH STOCK EXCHANGE LISTED SHARES

(1) If a company breaches the provisions of the Stock Exchange Act or the Stock Exchange Regulations, or materially breaches the Stock Exchange Rules or business terms and conditions, Oslo Børs may resolve to impose a violation charge, payable to Oslo Børs.132 (2) A violation charge shall be determined in accordance with the following rules:

1. The charge imposed on a company may not exceed 10 times the annual listing fee for each violation that may be sanctioned with a violation charge, calculated on the basis of the latest invoiced total annual listing fee for the company to which the violation refers.

2. The company shall be informed that the imposition of a violation charge is under consideration and of the circumstances on which this is based. The company shall have at least one week to express its views before Oslo Børs reaches a decision.133

125 Stock Exchange Regulations, Section 30, first paragraph. 126 Oslo Axess Listing Rules, Section 2.3.4. 127 Stock Exchange Regulations, Section 30, second paragraph. 128 Stock Exchange Regulations, Section 30, third paragraph. 129 Stock Exchange Regulations, Section 30, fourth paragraph. 130 Stock Exchange Regulations, Section 30, fifth paragraph. 131 Stock Exchange Regulations, Section 30, sixth paragraph. 132 Stock Exchange Regulations, Section 31, first paragraph. 133 Stock Exchange Regulations, Section 31, second paragraph.

56

(3) A company upon which a violation charge is imposed shall be notified in writing of the decision, and the grounds for the decision. Moreover, information shall be provided on the right to appeal to the Stock Exchange Appeals Committee, the deadline for any appeal and the procedure for appeal.134 (4) The decision and the grounds for the decision shall be published by Oslo Børs unless there are special grounds for not doing so.135 (5) Oslo Børs will send an invoice for the violation charge imposed, which is payable 30 days after the invoice date. (6) The first to fifth paragraphs do not apply to breaches of section 3.1.1, section 3.1.2 first, second and fourth paragraphs, section 3.1.3, section 4.2 first to third paragraphs, section 4.3, section 4.5, section 5.1 first to sixth paragraphs, section 6, section 8.1, section 8.2 first to third paragraphs, and section 15.5. (7) If a company breaches section 3.1.1, section 3.1.2 or section 3.1.3 seventh paragraph, Oslo Børs may resolve to impose a violation charge in accordance with the Securities Trading Act, Section 17-4, cf. Securities Trading Regulations, Section 13-1. If a company breaches section 4.2 first to third paragraphs, section 4.3, section 5, section 6, section 8.1 or section 8.2 first to third paragraphs, Finanstilsynet may resolve to impose a violation charge in accordance with the Securities Trading Act, Section 17-4.

15.5 REPORTING TO FINANSTILSYNET 136

Where Oslo Børs has grounds for supposing that a company has employed unreasonable business methods, acted in conflict with good business practice or otherwise violated the provisions of the Securities Trading Act, it will inform Finanstilsynet accordingly.

15.6 MARKET SURVEILLANCE

(1) Oslo Børs shall carry out market surveillance in accordance with Chapter 4 of the Stock Exchange Regulations.137 (2) Market surveillance shall be organised in such a manner as to ensure the satisfactory surveillance of compliance by issuers and members with the rules on behaviour, disclosure and reporting pursuant to legislation, regulations and the rules and business terms and conditions that apply to the regulated market. In addition, market surveillance shall be organised in such a manner as to ensure that it can identify any breach of the provisions of Section 3-3, Section 3-4, Section 3-7, Section 3-8 or Section 3-9 of the Securities Trading Act arising as a result of trading in financial instruments that are admitted to listing.138 (3) If Oslo Børs suspects that there has been a breach of the provisions mentioned in the second paragraph, Oslo Børs has a duty to carry out further investigations in order to confirm or refute its suspicion. Such investigation shall be documented, and the documentation shall be stored for 10 years after the investigation has concluded.139 (4) In order to ensure the appropriate documentation, telephone conversations carried out by the market surveillance department of Oslo Børs are routinely recorded. The recordings are subject to the provisions of the Personal Data Act, including the right of access pursuant to Section 18 thereof. 134 Stock Exchange Regulations, Section 31, third paragraph. 135 Stock Exchange Regulations, Section 31, fourth paragraph. 136 Securities Trading Act, Section 15-1, fourth paragraph. 137 Stock Exchange Regulations, Section 18, first paragraph. 138 Stock Exchange Regulations, Section 18, second paragraph. 139 Stock Exchange Regulations, Section 20.

57

16 ADMINISTRATION BY OSLO BØRS140

(1) Chapters III, IV, V, VI and VIII of the Public Administration Act, with the exception of Section 13, shall apply to decisions made by Oslo Børs in respect of deleting a company from listing (section 15.1, section 15.2), suspension (section 14.3), or imposing a daily fine (section 15.3) or violation charge (section 15.4), or decisions made pursuant to the Securities Trading Act Chapters 6, 7 and Section 17-4, third paragraph. (2) The documents relating to a matter as mentioned in the first paragraph are open to public inspection in accordance with the Freedom of Information Act of 19 May 2006 No. 16.

17 STOCK EXCHANGE APPEALS COMMITTEE

Decisions made by Oslo Børs as mentioned in section 16 can be appealed to the Stock Exchange Appeals Committee in accordance with the rules set out in Chapter 8 of the Stock Exchange Regulations.141 This does not apply to a decision on a trading halt, cf. section 14.3, fourth paragraph.

18 DUTY OF CONFIDENTIALITY AND CONFLICTS OF INTEREST

(1) The elected officers, employees and auditor of Oslo Børs are responsible for ensuring that no other party can gain access to or knowledge of such matters relating to the business or personal affairs of third parties as they become aware of through their employment or appointment, save to the extent required by the Stock Exchange Act or any other law. Those subject to this duty of confidentiality must not make use of any such information for business purposes or in connection with the purchase or sale of financial instruments. The provisions set out in Sections 13a to 13e of the Public Administration Act shall also apply.142 (2) This duty of confidentiality does not cease upon the termination of an individual’s appointment or employment.143 (3) The duty of confidentiality imposed by this section shall not cause any obstacle to information being provided to the supervisory authorities.144 (4) Officers and employees of Oslo Børs must not participate in considering or making decisions upon matters which are of particular import to their own interests or to the interests of any close associate where such interests may be assumed to lead to an apparent personal or financial interest in the matter. Moreover, no individual may take part in considering or making decisions upon matters that are of particular financial interest to any company, association or other public or private institution with which the individual is associated.145

140 Cf. Stock Exchange Act, Section 40, first sentence. 141 Cf. Stock Exchange Regulations, Section 35, first paragraph. 142 Stock Exchange Act, Section 14, first paragraph. 143 Stock Exchange Act, Section 14, second paragraph. 144 Stock Exchange Act, Section 14, third paragraph. 145 Stock Exchange Act, Section 15, first paragraph.

58

19 FEES

Stock exchange listed companies shall pay fees in accordance with the general business terms and conditions of Oslo Børs.

20 COMING INTO FORCE AND TRANSITIONAL RULES

(1) This version of the rules comes into force on 1 April 2017.

21 CHANGES

Changes to these rules will normally be binding on companies and Oslo Børs no earlier than one month after the changes have been notified and published. Oslo Børs shall consult companies and other interested parties before changes are announced save where such consultation is clearly unnecessary or impractical. The procedure for making changes to these rules may be waived where the changes are the result of legislation, regulation, legal ruling, administrative decision or in other special cases.

For requests, please contact: Listing department listing@oslobors.no

www.oslobors.no