APPLICATION AGREEMENT KOMPLETT BANK ASA

Transcription

1 APPLICATION AGREEMENT KOMPLETT BANK ASA Private Placement of between 30,800,000 and 46,200,000 Offer Shares raising gross proceeds of between NOK 100 and 150 million ISIN: NO Managers: Pareto Securities AS, Fondsfinans AS, Not for distribution in the United States other than to a limited number of "qualified institutional buyers" as defined in Rule 144A under the US Securities Act of 1933, as amended. 1. The Directed Private Placement and this Agreement Komplett Bank ASA ("Komplett Bank" or the "Company"), a company incorporated under the laws of Norway with registration number , intends to offer between 30,800,000 and 46,200,000 new common shares in the Company, each with a nominal value of NOK 1.00 (the Offer Shares ) through a private placement directed towards existing shareholders of the Company and selected new investors, raising gross proceeds of between NOK million (the "Directed Private Placement"). The Directed Private Placement is subject to applicable exemptions from relevant prospectus requirements. Existing shareholders of the Company as at the end of 18 February 2015 (the Existing Shareholders ), as registered in the Company s shareholder registry as at the end of 20 February 2015 (the "Record Date") will, subject to applicable securities laws, have the right to subscribe for and be allocated Offer Share for each common share recorded as held by such Existing Shareholder in the Company as of the expiry of the Record Date. The number of allocated Offer Shares will be rounded down to the nearest whole Offer Share. Oversubscription is permitted. Allocation of Offer Shares: Allocation of Offer Shares will be made in accordance with the following criteria: i. Allocation will be made to subscribers being Existing Shareholders on the basis of pro-rata shareholding as of Record Date Any Offer Shares not allocated pursuant to the criteria in item I above, will be allocated in accordance with the following criteria and order: ii. iii. iv. Subscriptions by employees and board members up to NOK 15 million Oversubscriptions by Existing Shareholders Any remaining Offer Shares not allocated pursuant to the previous criteria above, will be allocated to new investors. The Offer Shares to be issued in the Directed Private Placement will be newly issued shares, delivered in book-entry form with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the "VPS"). Upon completion of the Directed Private Placement, the Company will have between 120,000,000 and 135,400,000 common shares of the Company. The Company intends to apply the net proceeds of this Directed Private Placement to finance banking operations. An application (the "Application") for Offer Shares in this Directed Private Placement is governed by the terms and conditions set out in this application agreement (the "Application Agreement"), including its Exhibit I, between the applicant (the "Applicant"), the Company and Pareto Securities AS and Fondsfinans AS, the Managers of the Directed Private Placement (the "Managers"), and the company presentation dated 23 February 2015 (the "Company Presentation") and the shareholder letter dated 23 February 2015 (the "Shareholder Letter") (the Company Presentation, the Shareholder Letter and the Application Agreement taken together, the "Private Placement Materials"). The Applicant hereby acknowledges that it has received, understood and accepted the terms and conditions of the Directed Private Placement as set out in the Private Placement Materials, and that the Application and subscription for Offer Shares is subject to the terms and conditions set out in the Private Placement Materials, and further that, in case of discrepancy between the different components of the Private Placement Materials, this Application Agreement shall prevail. An Applicant cannot individually or together with investors with whom the Subscriber act in concert, subscribe for Offer Shares resulting in its (or the concerting group s) shareholding reaching or passing 10% of the shares in the Company, without obtaining a prior authorization from the Norwegian Financial Supervisory Authority. Minimum subscription amount for new investors (other than employees and board members) will be NOK equivalent of EUR 100,000 provided however the Managers and the Company may in their sole discretion allocate parts of the Directed Private Placement for up to 149 investors applying for a lesser amount. This Directed Private Placement is carried out on the basis of, and in such jurisdictions as permitted or catered for by, exemption rules under applicable securities laws allowing private placements of this nature to be undertaken without the filing of any prospectus, registration statement, application or other similar documentation or other requirement or approval. No one has taken any action that would permit a public offering of the Offer Shares in any jurisdiction. The Offer Shares are subject to selling and transfer restrictions, as further detailed below under the caption "Additional Information; Selling and Transfer Restrictions", and U.S. persons, and applicants purchasing Offer Shares in the United States, are, when applying for Offer Shares, required to give, and execute, in addition to the other parts of this Application Agreement, the additional representations and warranties set out in Exhibit I to this Application Agreement. The application period for this Directed Private Placement will commence on 23 February 2015 and expire on 4 March 2015 at 16:30 CET (the "Application Period"). The Company may, at its sole discretion and at any time, shorten or extend the Application Period. If the Application Period is changed, the allocation date, the payment date and date of issuance and delivery of the allocated shares, as referred to elsewhere in this Application Agreement, may be changed correspondingly. The subscription price per Offer Share in this Directed Private Placement has been fixed at NOK 3.25 (the "Subscription Price").

2 2. Application Procedure By executing this Application Agreement, or by placing an application over taped phone with the Managers, as further described below, the Applicant irrevocably confirms the Applicant's request to subscribe for, or purchase, the number of Offer Shares allocated to the Applicant in this Directed Private Placement (the "Allocated Shares") up to the number of Offer Shares specified by the Applicant, or the number of Offer Shares resulting from the application amount specified by the Applicant, pursuant to the terms and conditions set out in the Private Placement Materials, and authorizes and instructs each of the Managers, and anyone appointed by each the Managers, to subscribe for such Allocated Shares on behalf of the Applicant. This Application Agreement, duly signed, valid and binding on the part of the Applicant, must be in the possession of the Managers by the expiry of the Application Period. The Applicant bears the risk of any postal delays, unavailable internet lines or servers, unavailable fax lines and any other logistical or technical problems that may result in Applications not being received in time or at all. The Applicant is further responsible for the correctness of the information provided to the Managers or as inserted by it in this Application Agreement. The Managers may, in its sole discretion, accept Applications placed over taped phone within the Application Period provided that the Applicant confirms that the Applicant accepts the terms of this Application Agreement. Any Application made over taped phone will be binding for the Applicant in the same manner as an Application made in writing. Without limiting the binding nature of Applications made over taped phone, the Managers may require that an Application placed over taped phone is subsequently confirmed by the execution of this Application Agreement in writing, and may, if the Applicant fails to satisfy such requirement, in its sole discretion, disregard the Application, without any liability towards the Applicant. Any Application placed over taped phone shall be deemed made on the terms and subject to the conditions set out in this Application Agreement. Applications for Offer Shares made in this Directed Private Placement may be amended or withdrawn by the Applicant at any time up to the end of the Application Period. After the end of the Application Period, all Applications received by the Managers (whether in writing or by taped phone) that have not been withdrawn are irrevocable and binding upon the Applicant. 3. Allocation of Offer Shares; Payment and Delivery Notifications of conditional allocation and payment instructions are expected to be sent by the Managers to the Applicants that are allocated Offer Shares on or about 5 March The conditional allocation will be made at the discretion of the board of directors of the Company and in accordance with the allocation criterias. The Company reserves the right, in its sole discretion, to reject and/or reduce any and all Applications, in whole or in part, as well as to treat incorrect, incomplete and delayed Applications as valid and timely. Allocation of Offer Shares totalling a lower amount than applied for does not affect the Applicant s obligation to subscribe and pay for the Allocated Shares. Payment for Allocated Shares will be due on the date as set out in the allocation notification; such payment due date is expected to be on or about 12 March 2015, subject to any change as a result of any shortening or extension of the Application Period. Payments must be made to an account designated by the Managers and will be held in escrow by the Managers until, and be released to the Company following, receipt by the Managers of documentation, satisfactory to the Managers, in its sole discretion, evidencing fulfilment of the conditions to completion of the Directed Private Placement. Assuming prompt fulfilment of the completion conditions, delivery of the Allocated Shares is expected to take place through the facilities of the VPS on or about 20 March The Managers do not undertake any underwriting commitment, and has not provided any payment guarantee, in relation to the Directed Private Placement. The Company reserves the right to charge overdue payments with interest at a rate according to the Norwegian Act on Interest on Overdue Payments of 17 December 1976 no. 100, currently being 9.25% p.a. If the Applicant fails to comply with the terms of payment, the Company and the Managers reserve the right, in whole or in part, to cancel the allocation, allocate the Allocated Shares to another purchaser and/or to sell all or part of the Allocated Shares at the Applicant's cost and risk (and the Applicant will not be entitled to any profit thereof) on such terms and such conditions as the Managers and/or the Company may decide. The Applicant will be liable for any loss, cost or expense suffered or incurred by the Company or the Managers as a result of or in connection with such allocation, sale or the Applicant's failure to make timely payment, and the Applicant will also be liable to pay the subscription amount for the Allocated Shares in such event. 4. Conditions to Completion The completion of the Directed Private Placement is subject to (i) The extraordinary general meeting expected to be held on 9 March 2015 (the EGM ), resolving the share capital increases required to implement the Directed Private Placement; and (ii) corporate resolutions required to implement the Directed Private Placement to issue the Offer Shares and to consummate this Directed Private Placement, including but not limited to a final allocation and completion decision by the Company's board of directors. The Company may at its sole discretion, and at any time and for any reason until completion has occurred, cancel this Directed Private Placement. Neither the Managers nor the Company shall be liable for any losses if the Directed Private Placement is cancelled, irrespective of the reason for such cancellation. The Proceeds from the Directed Private Placement will be held in escrow in the Managers client accounts until the Company has documented to the Managers that the conditions for completion have been met. 5. VPS account Any allocation of Offer Shares in the Directed Private Placement is conditional upon the Applicant holding a VPS account. The VPS account number must be stated in the Application Agreement. VPS accounts can be established with authorized VPS registrars, who may be Norwegian banks, authorized securities brokers in Norway and Norwegian branches of credit institutions established within the EEA. Establishing a VPS account requires verification of identity to the VPS registrar in accordance with applicable money-laundering legislation. However, non-norwegian investors may use nominee VPS accounts registered in the name of a nominee. The nominee must be authorized by the Financial Supervisory Authority of Norway (Nw. Finanstilsynet). Please note that Applicants must themselves notify changes in registered information on the VPS account directly to the Applicant s account manager, and that the Applicant is responsible for any consequences if correct information is not registered on the VPS account. Notices produced by the VPS (including inter alia notices of allotment) will be sent to the address registered on the VPS account.

3 6. Representations and Warranties By making an Application, the Applicant: (a) represents and warrants that it has sufficient knowledge, sophistication and experience in financial and business matters to be capable of evaluating the merits and risks of an investment decision in the Company by applying for and purchasing Offer Shares, and the Applicant is able to bear the economic risk, and to withstand a complete loss, of an investment in the Offer Shares; (b) confirms that it has received the Directed Private Placement Materials, and represents and warrants that it has had access to such financial and other information concerning the Company and the Offer Shares as the Applicant has deemed necessary or desirable in connection with the application for and subscription of the Offer Shares, and has made such investigation with respect thereto as it deems necessary; (c) represents and warrants that it has made its own assessment of the Company, the Offer Shares and this Directed Private Placement, and acknowledges that the information available about the Company is limited to the Private Placement Materials, and that no prospectus, offering circular or memorandum or other similar type of documentation has been provided in conjunction with this Directed Private Placement; (d) represents and warrants that, to the extent deemed necessary by the Applicant, it has consulted with its own independent advisors, and that it has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relating to its investment in the Offer Shares; (e) accepts that the Managers expressly disclaims liability, as set out in Clause 8 "Limitation of Liability", in connection with the Applicant s participation in the Directed Private Placement and the Applicant understands and expressly agrees that it is applying for Offer Shares on this basis; (f) acknowledges that no due diligence review or other verification exercises have been or will be performed by or on behalf of the Managers in connection with the Directed Private Placement. The Applicant acknowledges that no financial due diligence or evaluation of the Company's forecasts or budgets has been carried out by or on behalf of the Managers, and the Applicant expressly accepts the risks associated with these facts; (g) represents and warrants that it is not subscribing for or purchasing Offer Shares, either on the Applicant s own account or for the account of others, in contradiction to the selling and transfer restrictions included in this agreement under the caption "Additional Information; Selling and Transfer Restrictions" below; (h) represents and warrants that it has full power and authority to execute and deliver this Application Agreement and to apply for and subscribe to the Offer Shares covered by this Application and is authorized to pay all amounts it has committed to pay as per the terms and conditions of this Application Agreement, and further it acknowledges that its obligation to pay for any Allocated Shares shall apply even if it should not have the right to apply for and/or subscribe to those Allocated Shares, in which event it shall nonetheless pay the applicable subscription amount and notify the Company and the Managers as to whom the Allocated Shares shall be delivered; (i) (j) acknowledges that Applicants with residence outside Norway may not be able to participate in future capital increases or rights offerings as a result of securities law requirements in their jurisdiction that the Company may not be able or willing to comply with; acknowledges that no public trading market exists for the Offer Shares; that no such public trading market will exist (other than in the "over-the-counter", or OTC, market in Norway), until such time as the Company secures a listing of its common shares on a stock exchange or regulated market, for which no assurance can be given; (k) agrees that all commitments, acceptances, confirmations, representations, warranties and undertakings given by the Applicant pursuant to this Application Agreement are given for the benefit of the Company and the Managers and may be enforced against the Applicant by each of the Company and the Managers. United States: There will be no public offer of the Offer Shares in the United States. The Offer Shares are being offered, directly or indirectly, (A) within the United States only to persons reasonably believed to be qualified institutional buyers within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act ), pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, and (B) to persons outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. In the case of (A) above, the Applicant confirms that it has received the form of U.S. Investor Representation Letter (Exhibit I) to be completed in connection with its Application hereunder and that it is required to execute and deliver said U.S. Investor Representation Letter. 7. Confidentiality The offer to apply for and subscribe for Offer Shares in the Directed Private Placement is personal and cannot be forwarded or made known to any third party. The Applicant hereby undertakes to keep the contents of the Private Placement Materials and any information made available pursuant to it confidential, including, but not limited to, the fact that any agreement has been entered into, until the consummation of the Directed Private Placement has been resolved and publicly announced by the Company, with the exception of disclosure to applicable authorities as required by law. 8. Limitation of Liability The Managers and its advisors hereby expressly disclaim, to the extent permitted by law, any liability whatsoever towards the Applicant in connection with the Directed Private Placement and the Applicant understands and expressly agrees that it is applying for and subscribing

4 for Offer Shares on this basis. The Managers and its advisors make no undertaking, representation or warranty, express or implied, to the Applicant regarding the accuracy or completeness of the Private Placement Materials, or any other information (whether written or oral), concerning the Company, the Offer Shares or the Directed Private Placement received by the Applicant, whether such information was received through the Company, the Manager or otherwise, and the Applicant acknowledges by the Applicant s application that the Applicant has not been induced to enter into this Application Agreement by any representation, warranty or undertaking by any of the aforementioned. 9. Governing Law and Dispute Resolution This Application Agreement shall be governed by, and construed in accordance with, Norwegian Law. In relation to any legal action or proceedings to be taken, arising out of or in connection with this Application Agreement ("Proceedings"), each of the Company, the Managers and the Applicant hereby irrevocably submits to the exclusive jurisdiction of the Norwegian courts with Oslo District Court as legal venue, and waive any objections to Proceedings in such court on the grounds of venue or on the grounds that Proceedings have been brought in an inappropriate forum. * * * * * * Specification of Application to be made on the next page. For additional information, including selling and transfer restrictions see below under the caption "Additional Information; Selling and Transfer Restrictions". U.S. persons and Applicants purchasing Offer Shares in the United States are, when applying for Offer Shares, required to give, and execute, in addition to the other parts of this Application Agreement, the additional representations and warranties set out in Exhibit I. 23 February 2015 Komplett Bank ASA Pareto Securities AS Fondsfinans AS

5 The Applicant's securities account: (1) VPS account number:. SPECIFICATION OF APPLICATION Total subscription amount applied for: NOK. Number of Offer Shares applied for:. For the use by the Managers (1) To enter into this agreement, the Applicant must have a VPS account or a Norwegian custodian, see Clause 5 "VPS Account" above. For further information on how to establish a VPS account, please contact the Managers. On the terms and conditions set forth in this Application Agreement, including its Exhibit I, the undersigned Applicant hereby confirms its request to subscribe for Offer Shares as stated above, to be issued by the Company on the terms set out in this Application Agreement, and irrevocably authorises and instructs the Managers, or anyone appointed by it, to subscribe for any Offer Shares allocated to the undersigned Applicant, and to release such sums received by the Managers to the Company in conjunction therewith, and to do all such other acts as deemed required by the Managers, on behalf of the Applicant, in order to ensure delivery to, and payment by, the undersigned Applicant for any such Allocated Shares, as contemplated by this Application Agreement. Application date and place Binding signature The Applicant must have legal capacity. When signing by authorisation, documentation in form of company certificate or power of attorney must be enclosed. Information About the Applicant (All fields must be completed) First name Surname/company Street address Post code/district/ country Personal ID number/ organization number Nationality/country of incorporation Registered address address Daytime telephone number

6 ADDITIONAL INFORMATION; SELLING AND TRANSFER RESTRICTIONS Selling and Transfer Restrictions Nothing in this Application Agreement, or any other component of the Private Placement Materials, shall constitute an offer to sell or a solicitation of an offer to buy Offer Shares in any jurisdiction in which such offer or solicitation is unlawful. No one has taken any action that would permit a public offering of the Offer Shares in any jurisdiction. United States The Applicant hereby confirms that it understands that the Offer Shares have not, been, and will not be, registered under the U.S. Securities Act and are subject to certain restrictions on transfer. Each Applicant that is a U.S. Person as defined in Rule 902 ( Rule 902 ) of Regulation S under the U.S. Securities Act (a U.S. Person ) or that is located in the United States, its territories or possessions (collectively, the United States ) hereby confirms that it is a qualified institutional buyer (a QIB ), as defined in, and in reliance on, Rule 144A under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act ), acquiring the Offer Shares for its own account or for one or more accounts, each of which is a QIB in a transaction exempt from the registration requirements under the U.S. Securities Act. The Applicant confirms that it has received the form of U.S. Investor Representation Letter for QIBs (Exhibit I) to be completed in connection with its Application hereunder and that it is required to execute and deliver said U.S. Investor Representation Letter for QIBs. To the extent required to comply with Rule 144A under the U.S. Securities Act, the Managers may acquire, on a riskless principal basis or otherwise, the Offer Shares from the Company and resell the Offer Shares to the Applicant. Each Applicant that is not a U.S. Person or in the United States is, by executing this Agreement, deemed to represent and warrant to the Company and the Managers that (i) it is not a U.S. Person as defined in Rule 902 and is not acquiring the Offer Shares for the account or benefit of any U.S. Person; (ii) it will not transfer any of the Offer Shares within the United States and will not transfer directly or indirectly any of the Offer Shares to a U.S. Person (as defined in Rule 902) unless an exemption from registration is available; (iii) it is located outside the United States and is not executing this Agreement in order to purchase the Offer Shares for the benefit of any person in the United States or entered into any arrangement for the purchase of the Offer Shares to any person in the United States; and (iv) the Offer Shares have not been offered to it by means of any directed selling efforts as defined in Regulation S under the U.S. Securities Act. The Applicant understands and acknowledges that the Company will not recognize any offer, sale, pledge or other transfer of the Offer Shares made other than in compliance with the restrictions on transfer outlined above and in Exhibit I. The Company agrees that for as long as any of the Offer Shares being offered and sold pursuant to the Directed Private Placement remain outstanding and are restricted securities within the meaning of Rule 144(a)(3) under the U.S. Securities Act, if at any time the Company is neither subject to section 13 or section 15(d) under the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act ) nor exempt from reporting under the U.S. Exchange Act pursuant to Rule 12g3-2(b) thereunder, the Company will furnish to any holder of Offer Shares or to a prospective purchaser of such shares designated by any such shareholder the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the U.S. Securities Act, upon the written request of any such shareholder. EEA In relation to each Member State of the European Economic Area (the "EEA") which has implemented the Prospectus Directive (each, a "Relevant Member State"), an offer to the public of any Offer Shares may not be made in that Relevant Member State except that an offer to the public in the Relevant Member State of any Offer Shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in the Relevant Member State: (a) (b) to an unlimited number of investors for minimum subscriptions of EUR 100,000 (or the equivalent amount in other currency) per investor in accordance with the provisions of the 2010 PD Amending Directive, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive; to any legal entity which is a qualified investor as defined in the Prospectus Directive; (c) to fewer than 100 or if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons natural or legal persons (other than qualified investors as defined in the Prospectus Directive) ; or (d) in any other circumstances, not requiring the publication of a prospectus as provided under Article 3(2) of the Prospectus Directive, provided that no such offer of Offer Shares shall result in a requirement for the publication by the Company or any Managers of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes hereof, the expression an "offer to the public" in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the Directed Private Placement and the Offer Shares to be offered so as to enable an investor to decide to subscribe for or purchase any securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State (as defined herein)), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. United Kingdom Each UK Applicant confirms that it understands that the Directed Private Placement has only been communicated (a) to persons who have professional experience, knowledge and expertise in matters relating to investments and are "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons being referred to as "relevant persons") and (b) only in circumstances where, in accordance with section 86(1)(c) and (d) of the Financial and Services Markets Act 2000 ("FSMA"), the requirement to provide an approved prospectus in accordance with the requirement under section 85 FSMA does not apply as the minimum denomination of and subscription for the Offer Shares exceeds EUR 100,000 or an equivalent amount. Any application or

7 subscription for the Offer Shares is available only to relevant persons and will be engaged in only with relevant persons and each UK Applicant warrants that it is a relevant person. Regulatory Matters In accordance with the Norwegian Securities Trading Act, the Managers must categorize all new customers in one of three customer categories. All investors that are applying for Offer Shares in the Directed Private Placement and which are not existing clients of the Managers will be categorized as Non-professional clients unless otherwise is communicated in writing by the relevant Manager. For further information about the categorization the Applicant may contact the Managers. The Managers will treat the Application as an execution only instruction from the Applicant to apply for Offer Shares under the offer and hence the Managers will not determine whether the Application for Offer Shares is suitable or not for the Applicant as otherwise provided for in the Norwegian Securities Trading Act. Information Exchange and Barriers The Applicant acknowledges that, under the Norwegian Securities Trading Act and the Norwegian Commercial Banks Act there is a duty of secrecy between the different units of the Managers as well as between the Managers and the other entities in the Managers groups. This may entail that other employees of the Managers or the Managers groups may have information that may be relevant to the Applicant, but which a Managers will not have access to in its capacity as Managers for the Directed Private Placement. Each Manager is part of a securities firm group that offers a broad range of investment services. In order to ensure that assignments undertaken in certain departments are kept confidential, the other activities, including analysis and stock broking, are separated from the respective departments by information walls. The Applicant acknowledges that the analysis and stock broking activity within the securities firm may conflict with the Applicant s interests with regard to transactions in the Offer Shares as a consequence of such information walls. Mandatory Anti-Money Laundering Procedures The Directed Private Placement is subject to the Norwegian Money Laundering Act No. 11 of 6 March 2009 and the Norwegian Money Laundering Regulations No. 302 of 13 March 2009 (collectively the Anti-Money Laundering Legislation ). Applicants who are not registered as existing customers of a Managers must verify their identity to the Managers in accordance with requirements of the Anti-Money Laundering Legislation, unless an exemption is available. Applicants who have designated an existing Norwegian bank account and an existing VPS account on the Application Agreement are exempted, unless verification of identity is requested by the Managers. Applicants who have not completed the required verification of identity prior to the expiry of the Application Period will not be allocated Offer Shares.

8 EXHIBIT I Additional Representations and Warranties Required for U.S. Persons and Applicants Acquiring Offer Shares in the United States In connection with the purchase of Offer Shares the Applicant hereby represents and warrants to the Company and the Manager that (i) the Applicant is a "qualified institutional buyer" ("QIB") as defined under Rule 144A ("Rule 144A") promulgated under the United States Securities Act of 1933, as amended (the "Securities Act"); (ii) the Applicant is aware that the Offer Shares are being offered and sold in reliance on Rule 144A; (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xiv) the Applicant is acquiring the Offer Shares for investment purposes for its own account or for the account of a QIB; the Applicant understands that the Offer Shares have not been and will not be registered under the Securities Act and will be restricted securities (as defined in Rule 144 under the Securities Act) and that the Offer Shares may not be reoffered, resold, pledged or otherwise transferred, except (A)(i) to a person who the seller reasonably believes is a QIB within the meaning of Rule 144A under the Securities Act purchasing for its own account or for the account or benefit of a QIB in a transaction meeting the requirements of Rule 144A (if available), (ii) outside the United States in compliance with Rule 903 or Rule 904, as applicable, of Regulation S under the Securities Act, (iii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), (iv) pursuant to any other available exemption from registration under the Securities Act, or (v) pursuant to an effective registration statement under the Securities Act and (B) in accordance with all applicable securities laws of the states of the United States and any other jurisdiction. The Applicant understands and acknowledges that neither the Company nor the Manager makes any representation as to the availability of Rule 144A, Rule 144 or any other exemption from registration under the Securities Act; the Applicant has conducted its own investigation with respect to the Company and the Offer Shares and has had access to and has received such financial and other information regarding the Company and the Offer Shares as the Applicant deems necessary in order to make an informed investment decision to subscribe for the Offer Shares. If the Applicant has had any questions regarding the Company or the Offer Shares, the Applicant has asked these questions and has received satisfactory answers from representatives of the Company. The Applicant has not relied on representations, warranties, opinions, projections, financial or other information or analysis, if any, supplied to it by any person other than the Company or any of its affiliates; the Applicant is a sophisticated institutional investor and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of international investments, including an investment in the Offer Shares. In the normal course of its business, the Applicant invests in or purchases securities similar to the Offer Shares. The Applicant is aware that it may be required to bear the economic risk of an investment in the Offer Shares for an indefinite period of time, and it is able to bear such risk for an indefinite period. The Applicant is able to bear the economic risks of such an investment, including the loss of its entire investment. The Applicant understands that it may not necessarily be able to liquidate its investment in the Offer Shares; the Applicant has relied upon its own tax, legal and financial advisers in connection with its decision to subscribe for the Offer Shares and believes that an investment in the Offer Shares is suitable for the Applicant based upon the Applicant s investment objectives, financial needs and personal contingencies. The Applicant has no need for liquidity of investment with respect to the payment for the Offer Shares; the Applicant has received a copy of the Private Placement Materials and agrees that it has held and will hold the Private Placement Materials in confidence, it being understood that the Private Placement Materials is solely for the Applicant's use and is not to be redistributed or duplicated by the Applicant; none of the Company or any of its affiliates, the Manager or any of its affiliates, or any person acting on behalf of any of the foregoing, has made any representation to the Applicant, express or implied, with respect to the information contained in the Private Placement Materials or any publicly available information; the Applicant is not acquiring the Offer Shares with a view to or for the purposes of resale, distribution or fractionalization, in whole or in part thereof. The Applicant has made no agreement with others regarding any of the Offer Shares. The Applicant acknowledges that the Company, the Manager and its respective directors, employees, agents, representatives and affiliates will rely on the truth and accuracy of the statements made herein in making any transfer of the Offer Shares to the Applicant, and that such statements will survive the execution and delivery of this document and the Applicant's subscription of the Offer Shares, and the Applicant agrees to notify the Company and the Manager promptly in writing if any such statements cease to be accurate and complete; the Applicant agrees that so long as the Offer Shares are restricted securities as defined in Rule 144 under the Securities Act, it shall notify each transferee of the Offer Shares from it that (a) such Offer Shares have not been registered under the Securities Act; (b) such Offer Shares are subject to the restrictions on the resale or other transfer thereof described above; (c) such transferee shall be deemed to have represented that (i) it is a non-u.s. person acquiring the Offer Shares in an offshore transaction pursuant to Regulation S, (ii) it is a QIB acquiring the Offer Shares in a transaction that complies with the requirements of the exemption from registration provided for in Rule 144A and any applicable laws of the states of the United States, or (iii) that it an institutional investor acquiring the Offer Shares in a transaction exempt from registration under the Securities Act and that such transferee is not an underwriter within the meaning of Section 2(11) of the Securities Act; and (d) such transferee shall be deemed to have agreed to notify its subsequent transferees as to the foregoing; the Applicant has not subscribed to the Offer Shares as a result of any general solicitation or general advertising in the United States (within the meaning of Rule 502(c) under the Securities Act, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; the Applicant understands that the Company will not recognize any offer, sale, pledge or other transfer of the Offer Shares made other than in compliance with the above-stated restrictions; and the Applicant understands and acknowledges that the Company, the Manager and others will rely upon the truth and accuracy of the foregoing representations and warranties and that if any of such representations and warranties made by it are no longer accurate, it shall promptly notify the Company; and if it is acquiring any Offer Shares as fiduciary or agent for one or more accounts it represents that it has sole investment discretion with respect to each such account and that it has full power and authority to make, and does make, the foregoing representations and warranties on behalf of each such account. The Applicant understands and agrees that it will acquire the Offer Shares either directly from Pareto Securities Inc., a U.S.-registered broker-dealer owned by Pareto Securities AS, or from Pareto Securities AS pursuant to its chaperoning arrangement with Pareto Securities Inc. in accordance with Rule 15a-6 under the US Exchange Act, or from Fondsfinans Inc., a U.S.-registered broker-dealer owned by Fondsfinans. The Applicant irrevocably authorizes the Company and/or the Manager to produce this U.S. Investor Representation Letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Signature of Applicant * *Only U.S. Persons and Applicants acquiring Offer Shares in the United States are required to sign this U.S. Investor Representation Letter.