NORWAY – UNITED STATES Overview of requirements for listing shares on Oslo Børs vs NYSE Euronext / NASDAQ April 2014 Overview ∙ This presentation has been prepared with respect to listing of shares on the regulated markets operated by the Oslo Stock Exchange and NYSE Euronext and NASDAQ − In Norway: Oslo Børs and Oslo Axess − In the United States (US): New York Stock Exchange Euronext (NYSE) and NASDAQ Stock Market (NASDAQ) ∙ This presentation has been prepared by Advokatfirmaet Selmer DA for matters pertaining to Norwegian law and by Akin Gump Straus Hauer & Feld LLP for matters pertaining to US law, based on their experience for Norway and US transactions respectively, to provide an overview with respect to certain listing requirements and obligations in relation to listing on Oslo Børs / Oslo Axess vs NYSE / Nasdaq ∙ This presentation comprises only general information on certain Norwegian and US regulations related to listing, and registration of securities, and the continuing obligations of companies listed on Oslo Børs / Oslo Axess and NYSE / Nasdaq, and is not a complete nor exhaustive description of such obligations or other matters that could impact the regulations or application of such regulations. This presentation is prepared for information purposes only as of the date hereof, and shall not be considered nor construed as legal advice in any respect. No liability or responsibility are accepted as a result of this presentation 2 Main features for listing in Norway and the US 03 Listing in Norway 05 Listing in the US 10 Listing comparisons - fees and continuing obligations 16 Prospectus and registration requirements 20 American Depository Receipts, FPIs and EGCs 24 Contact persons 31 Main features for listing in Norway vs US Norway United States Time listing process Formal listing process takes minimum 8 weeks (fast Varies. Typical Securities and Exchange Commission track possible) registration / initial listing process at least 14-16 weeks Market places Oslo Børs (main list) and Oslo Axess (pre-commercial) NYSE: NYSE, NYSE Arca, NYSE Euronext, NYSE Alternext, NYSE MKT Nasdaq: NASDAQ Capital Market, NASDAQ Global Market, NASDAQ Global Select Market Ownership spread / Minimum 500 for Oslo Børs (200 in VPS for secondary NYSE: 5,000 worldwide (or 400 US) round lot holders Minimum no. of listed) and 100 for Oslo Axess of defined shareholders. (a round lot is 100 shares). No free float requirement holders 25% free float Nasdaq: 300 round lot holders. No free float requirement Market value MNOK 300 for Oslo Børs and MNOK 8 for Oslo Axess NYSE: $40M or $100M (publicly held shares) Nasdaq: $5M or $15M (publicly held shares) Liquidity forecast 12 months (principle rule) N/A Issuer categories Global Industry Classification Standard (GICS). Specific Industry Classification Benchmark (ICB) used at disclosure requirements for “specialist issuers” within NYSE/Nasdaq. Specific disclosure requirements for inter alia mineral/mining, oil and gas oil/gas and mineral/mining companies International issuers No unique material requirements. Securities need to be Non-U.S. companies may use NYSE alternate recorded in the VPS. Currently US incorporated quantitative listing standards. Foreign private issuers companies are restricted for listing in Oslo, unless being receive significant relief from disclosure, reporting and reporting issuer in the US corporate governance obligations 4 Main features for listing in Norway and the US 03 Listing in Norway 05 Listing in the US 10 Listing comparisons - fees and continuing obligations 16 Prospectus and registration requirements 20 American Depository Receipts, FPIs and EGCs 24 Contact persons 31 Norway – Main listing requirements Oslo Børs Oslo Axess Market value Minimum NOK 300 million Minimum NOK 8 million Existence and operational Three years existence and operational history No explicit requirements history and the main part of the company’s activities must not be in a pre-commercial phase (exemption may be applied for) Historical financial The company must have published annual The company must have prepared at least one information reports for the last three years (exemption audited annual or interim report may be applied for) and interim report for last quarter Liquidity Sufficient liquidity to continue business Sufficient liquidity to continue business activities in accordance with planned scale of activities in accordance with planned scale of operation for at least 12 months (18 months if operation for at least 12 months the company is in a pre-commercial phase) Defined number of Minimum 500 Minimum 100 shareholders Share price Minimum NOK 10 Minimum NOK 1 6 Norway – Main listing requirements, cont. Oslo Børs Oslo Axess Free float 25% 25% Board composition At least two board members independent from At least two board members independent from management, material business relations and management, material business relations and large large shareholders. Management in principle not shareholders. Management in principle not to be to be part of the board part of the board Organization Adherence to Norwegian corporate governance Adherence to Norwegian corporate governance (non-Norwegian companies may use local code) code (non-Norwegian companies may use local code and sufficient resources and competence to code) and sufficient resources and competence to comply with reporting requirements. Required comply with reporting requirements. Required auditing committee auditing committee Tradability Freely transferable shares Freely transferable shares Specialist issuer Independent reserve report requirements for Independent reserve report requirements for “specialist issuers” within inter alia “specialist issuers” within inter alia mineral/mining, mineral/mining, oil and gas oil and gas Due diligence Industry standard for managers and Oslo Børs Industry standard for managers and Oslo Børs specific requirements specific requirements Prospectus Prospectus required Prospectus required 7 Norway – Three alternative formal listing processes 1. Normal; minimum of 8 weeks Listing Pre-listing Pre-listing application ** Board meeting report meeting Oslo Børs *** min 5 days* min 15 days* min 20 days* within 45 calendar days Listing Initial contact Introduction DD Prospectus meeting meeting * Business days ** Public disclosure that applied for listing All deadlines are *** For Fast-track and flexible, the fixing of the OSE board meeting is flexible calculated on the basis of this date 2. Flexible; the process includes all steps as in a normal process and requires a minimum of 8 weeks, but the fixing of OSE board meeting is flexible 3. Fast-track; companies that are prepared for listing may agree on a significantly reduced time period for the listing process (minimum 4 weeks) and the fixing of OSE board meeting is flexible 8 Norway – Main exemptions for secondary listings Exemptions for Oslo Børs and Oslo Axess Audited interim report A limited scope audit of the most recent interim report will only be required if requested by Oslo Børs/Oslo Axess Defined number of shareholders The requirement of number of shareholders apply; however only a minimum of 200 (Oslo Børs) or 100 (Oslo Axess) shareholders must have their shares registered with the VPS Share price The requirement of minimum NOK 10 (Oslo Børs) or NOK 1 (Oslo Axess) per share does not apply Take-over regulations The company can apply for exemption from the Norwegian takeover rules Corporate governance code The company’s local corporate governance code can be adhered to instead of the Norwegian code of practice for corporate governance Due diligence Oslo Børs / Oslo Axess may exempt from their due diligence requirements 9 Main features for listing in Norway and the US 03 Listing in Norway 05 Listing in the US 10 Listing comparisons - fees and continuing obligations 16 Prospectus and registration requirements 20 American Depository Receipts, FPIs and EGCs 24 Contact persons 31 US – Main requirements for US Listings* Requirement General requirements for all • The class of securities to be listed must be registered with the US Securities and Exchange US listed securities Commission (SEC) pursuant to the Securities Exchange Act of 1934 , as amended (Exchange Act) • The class of securities must be accepted for listing on an exchange • The security must be freely tradable; typically sold in a transaction registered under the Securities Act of 1933, as amended (Securities Act) Initial filing documents for • FPI must file with the SEC a registration statement on Form F-1 and deliver to investors a public offering of securities prospectus (which forms part of the registration statement) • Registration statement must be declared effective by SEC prior to sale of any securities Periodic reporting and other • After a FPI registers a class of securities pursuant to the Exchange Act or sells securities pursuant to ongoing obligations the Securities Act, it is required to file an annual report (meeting specified SEC disclosure requirements) and other reports with the SEC on an ongoing basis • Once a FPI files a Securities Act Registration Statement or it becomes an SEC reporting company, it is subject to certain other US federal laws (including, the Sarbanes-Oxley corporate governance regime, books and records maintenance obligations and the Foreign Corrupt Practices Act) • A FPI must comply with the corporate governance and other ongoing eligibility requirements of the exchange it is listed on • A FPI and an “emerging growth company” (EGC)** receive material