NOTICE OF ORDINARY GENERAL MEETING OF AGASTI HOLDING ASA

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1 Amended as proposed by the Board on 25 June 2013 NOTICE OF ORDINARY GENERAL MEETING OF AGASTI HOLDING ASA The shareholders of Agasti Holding ASA are hereby invited to the annual general meeting on Wednesday 26 June 2013 at 10:00 AM at Felix Konferansesenter, Bryggetorget 3, Oslo. This notice and attached documents are also accessible on the company s homepage, Items on the agenda: 1. Opening of the annual general meeting by Vice Chairman of the Board, Stein Aukner 2. Registration of attending shareholders 3. Election of person to chair the meeting The Vice Chairman of the Board will suggest a person to chair the meeting after the general meeting has been duly opened. 4. Election of a person to co-sign the minutes together with the chairperson of the meeting A person to co-sign the minutes with the chairperson of the meeting will be suggested during the general meeting. 5. Approval of notice and agenda 6. Approval of the Board of Directors proposed Annual Accounts and Annual Report Approval of the Board of Directors proposed Annual Accounts and Annual Report for the Agasti Group and Agasti Holding ASA for 2012 including distribution of dividends, see Agasti s Annual Report for 2012 which is published on The Board of Directors proposes that dividends shall not be paid for the financial year Approval of the Board of Directors remuneration and the nomination committee s remuneration The nomination committee suggests that the ordinary general meeting of 2013 approves the remuneration for the Chairman of the Board to be set at NOK 350,000 and NOK 200,000 for other Board members. Members of the audit committee are suggested to be remunerated with NOK 110,000 to the Chairman and NOK 70,000 to other members. Members of the remuneration committee are suggested to be given an additional remuneration of NOK 20,000. The nomination committee also suggests that members of the nomination committee be remunerated with NOK 40,000 to the Chairman and NOK 20,000 to other members. All rates are to apply from the time of the annual general meeting in 2012 to the annual general meeting in See the nomination committee s proposal in Appendix Approval of the auditor s remuneration The Board of Directors recommends a remuneration of the group s auditor Ernst & Young AS of NOK 269,000 for auditing services performed for Agasti Holding ASA in Other services beyond auditing amounted to NOK 1,429,000 in 2012.

2 9. Election of new Board members Agasti Holding ASA currently has the following Board of Directors: - Merete Haugli (Chairman) - Stein Aukner (Vice Chairman) - Sissel Knutsen Hegdal - Erling Meinech-Bache - Pia Magnhild Helena Gideon Board members Alfred Ydstebø and Ole Peter Ludvig Lorentzen left their positions during the year, but by-elections have not been necessary. The nomination committe s proposal regarding the Board of Directors ia not available at the time for the printing of this notice, but will be made available on the company s website and on the website of Oslo Stock Exchange as soon as it is available and in any case prior to the general meeting. 10. Election of the nomination committee Agasti Holding ASA currently has the following nomination committee: - Ulf-Einar Staalesen, Chairman - Jan Petter Collier, Member - Steinar Olsen, Member Each and all of the three members of the nomination committee are up for election. The nomination committee suggests the re-election of Ulf-Einar Staalesen (Chairman), Jan Petter Collier and Steinar Olsen see the nomination committee s proposal for members to the nomination committee in Appendix Adoption of new guidelines for the work of the nomination committee The Board and the nomination committee of Agasti Holding ASA proposes that the general meeting approves new guidelines for the nomination committee s work following the revised recommendations of the Norwegian Code of Practice for Corporate Governance (NUES). The proposed guidelines are attached to the notice as Appendix Declaration of determination of salary and other benefits for leading employees In accordance with Section 6 16a of the Norwegian Public Limited Companies Act the Board has prepared a declaration concerning the determination of salaries and other benefits for leading employees, attached to the notice as Appendix 3. The general meeting s vote on the declaration advises the board. Guidelines regarding the allocation of shares, subscription rights, options or other forms of remuneration are however binding for the Board, cf. Section 6-16a of the Norwegian Public Limited Companies Act. Based on the above, the Board proposes that the general meeting of Agasti Holding ASA adopts the following resolution: The Board s declaration concerning determination of salary and other benefits for leading employees has been adopted. 13. Consideration of the statement on corporate governance The statement on corporate governance in accordance with the Section 3-3b of the Norwegian Accounting Act is included in the Directors report and in the Corporate Governance chapter of the annual report, which is available on the company s website The Board proposes that the general meeting adopts the following resolution: The company s statement on corporate governance principles was duly noted.

3 14. Authorisation to issue shares A proxy was granted to the Board for the issuance of shares in Agasti Holding ASA, resolved at the ordinary general meeting held on 23 May This proxy is valid until the next ordinary general meeting, but no later than 30 June The Board proposes a new proxy to be granted to apply until the next ordinary general meeting, but no later than 30 June The proposal for the proxy is reasoned by a desire to be able to cover the company's capital requirements, to issue shares as consideration as payment for acquisitions and to honor options or allocate shares, options and/or subscription rights to executive personnel. Based on the above, the Board proposes that the general meeting adopts the following resolution: The general meeting grants the Board of Agasti Holding ASA a proxy to issue new shares in Agasti Holding ASA in one or more private and/or public placements. 1. The proxy shall apply for (i) a guaranteed rights issue with preferential subscription rights for up to 31,111,111 shares with a par value of NOK 0.18 and subscription price of NOK 1.35 each (the Rights Issue Proxy) and (ii) up to 26 million shares at a par value of NOK 0.18 each for one or more share issuances (the Remaining Proxy), which implies that the proxy will allow the Board to increase the share capital by up to NOK 10,280,000. Should the par value change within the period the proxy applies, the proxy shall be altered accordingly. 2. The Rights Issue Proxy shall apply until 1 September 2013 and the Remaining Proxy shall apply until the next ordinary general meeting, but no later than 30 June With respect to the Rights Issue Proxy, the shareholders' preferential right for the subscription of shares in accordance with Section 10-4 of the Norwegian Public Limited Companies Act cannot be derogated from, and the shareholders shall receive transferable subscription rights corresponding to their holding at such date as resolved by the Board. With respect to the Remaining Proxy, the shareholders' preferential right for the subscription of shares in accordance with Section 10-4 of the Norwegian Public Limited Companies Act can be derogated from. 4. Each subscription right entitles the shareholder to subscribe and be allocated one (1) new share. 5. The proxy, except for the Rights Issue Proxy, shall apply to capital increase by contribution of other assets than cash. 6. The company has only one class of shares and the proxy shall only apply to the issue of shares with the same rights and liabilities as existing shares. 7. The proxy, except for the Rights Issue Proxy, applies to the resolution of mergers in accordance with Section 13-5 of the Norwegian Public Limited Companies Act, which entails that the Board can resolve a merger by issuing new shares as the surviving party, including merger in subsidiaries of Agasti Holding ASA with the issuance of shares in the parent company. 8. Remaining terms for subscription and allocation shall be set out by the Board. The Board shall immediately notify the Register of Business Enterprises of the proxy. 15. Authorisation to acquire Agasti shares A proxy was granted to the Board to acquire shares in Agasti Holding ASA at the ordinary general meeting held on 23 May This proxy is valid until the next ordinary general meeting, but no later than

4 30 June The Board proposes a new proxy to apply until the next ordinary general meeting, but no later than 30 June The Board requests that the general meeting resolves to grant the Board a proxy for the acquisition of shares in the company, limited in accordance with the provisions of the Public Limited Companies Act. The proposal is based on the fact that such proxies are considered common for large listed public companies, allowing them to utilise the financial instruments and the mechanisms the Norwegian Public Limited Liability Companies Act provides for and to optimise their capital structure. A proxy is also desirable as it will allow the company to use its own shares as payment in acquisitions and in the fulfilment of share option schemes for executive and key personnel, etc. Based on the above, the Board proposes that the general meeting of Agasti Holding ASA grants the Board the following proxy: The general meeting grants the Board of Agasti Holding ASA a proxy to acquire shares in the company on behalf of Agasti Holding ASA in accordance with Section 9 4 of the Norwegian Public Limited Companies Act, as follows: 1. The proxy concerns a right to acquire up to [26 million] shares at par value of NOK 0.18, which entails a proxy to acquire shares with a total value of [NOK 4,680,000]. Should the par value change within the period during which the proxy applies, the proxy shall be altered accordingly. 2. The amount payable per share shall be a minimum of NOK 0.18 and a maximum of NOK The Board is free to decide how and when the acquisition and disposal of shares takes place. 4. The proxy can be used on one or more occasions and is valid until the next ordinary general meeting, but no later than 30 June The Board shall immediately notify the Register of Business Enterprises of the proxy. 16. Approval of the agreement to acquire shares in Wunderlich Investment Company, Inc., through the acquisition of all shares in Coil US Holding, Inc.; Capital increase Withdrawn by the Board of Directors of Agasti Holding ASA 17. Proxy to undertake Private Placement and Subsequent Offering Withdrawn by the Board of Directors of Agasti Holding ASA 18. Change to the Company s Articles of Association In order to reflect the organisational and strategic changes the Group has undergone during the past year, the Board of Directors of Agasti Holding ASA proposes that the general meeting adopt the following change to the company s Articles of Association: Section 2 of the Articles of Association (Object) be changed to read: The Company s objective is to manage its interests, conduct financial and industrial investments and provide administrative services, as well as all other activities which are naturally related to this.

5 The Board shall notify the Register of Business Enterprises of the change to the company s Articles of Association as soon as they come into effect. The Articles of Association, as they will read following the implementation of the above-mentioned proposed change, are attached to the notice as Appendix 6. * * * Votes and the right to vote At the time of this notice the company has issued a total of 261,030,750 shares, each with a par value of NOK 0.18, and each share has one vote. The Company owns no shares in the company that shall not be voted for. There are therefore 261,030,750 voting shares in the company. The shareholders in the company are entitled to attend the general meeting, either in person or through a proxy of their choosing. The shareholders are entitled to bring an advisor and may give the right to speak to one advisor. The shareholders may demand that, at the general meeting, members of the Board and the CEO provide available information on factors that may influence the assessment of matters submitted to the shareholders for decision. The same applies to information about the company s financial position and other matters on the agenda, unless the requested information cannot be provided without undue harm to the company. Shareholders are entitled to provide an alternative to the Board s proposals for the issues on the agenda, provided that the alternative proposal is within the scope of the matter under consideration. For shares that are registered in a special investor account (manager-registered), the manager may not attend or vote at the general meeting for these shares. The company maintains that, in order to attend and vote at the general meeting, shareholders must transfer the shares from the investor account to an account in the shareholder s name. Such re-registration must be stated in VPS records no later than the deadline for registration to attend the general meeting. Each and every shareholder has the right to participate and vote at the company s general meeting for shares the shareholder is listed with in the shareholder register (VPS) as at 19 June 2013, the fifth workday prior to the general meeting, cf. Section 8 of the prevailing Articles of Association.

6 Registration and proxy This notice is sent to shareholders by post together with the nomination committee s proposal, the Board s statement in accordance with Section 6 16a of the Norwegian Public Limited Liability Companies Act, attendance slip and proxy form. The Board of Directors report, annual accounts and auditor s report are included in the Agasti Group s annual report, which in accordance with the company s Articles of Association is made available on the company s website and is therefore not distributed with the notice of the ordinary general meeting. Shareholders wishing to participate in the general meeting are requested to notify Agasti Holding ASA of this by no later than 10:00 AM (Oslo time) 21 June 2013, by returning the enclosed attendance slip. The attendance slip is attached as Appendix 7. Shareholders wishing to attend by proxy must send written notification of this to Agasti Holding ASA by no later than 10:00 AM (Oslo time) 21 June The proxy form is attached as Appendix 8. Oslo, 3 June 2013 On behalf of the Board of Directors Merete Haugli Chairman of the Board

7 APPENDIX 1 THE NOMINATION COMMITTEE S PRELIMINARY PROPOSAL TO THE ANNUAL GENERAL MEETING IN AGASTI HOLDING ASA REGARDING THE BOARD OF DIRECTORS AND FOR THE COMPOSITION OF THE NOMINATION COMMITTEE, AND TO THE REMUNERATION OF THE BOARD OF DIRECTORS AND THE NOMINATION COMMITTEE The nomination committee in Agasti Holding ASA has consisted of Jan Petter Collier, Steinar Olsen and solicitor Ulf-Einar Staalesen. Solicitor Staalesen has been the Chairman of the nomination committee. The most important task for the nomination committee has been to ensure that Board candidates, irrespective of gender, are considered to hold the necessary expertise and capacity to conduct the relevant Board work. The Board of Directors, as a collegium, holds the responsibility to balance the different interests in order to promote the value creation in the company. The nomination committee has therefore sought to identify candidates to the Board that have both the will and ability to co-operate. The current Board of Directors has according to nomination committee s knowledge fully satisfied the abovementioned requirements. All of the current members of the Board of Directors were elected at the previous year s annual general meeting. As Board members are selected for a period of two years at a time, none of the current members of the Board of Directors are up for election. However, Alfred Ydstebø, who was elected to the Board of directors as Chairman in 2011, decided to resign from this position on 14 August 2012 as he was appointed Chief Executive Officer in Agasti Holding ASA. From the same time Merete Haugli vas appointed new Chairman of the Board of Directors. Board member Ole Peter Lorentzen has informed the nomination committee that he would like to resign from his position as Board member. The nomination committee has taken note of Lorentzen s decision. The composition of the Board of Directors is: 1. Merete Haugli, Chairman 2. Stein Aukner, Vice Chairman 3. Pia Gideon, Board member 4. Sissel Knutsen Hegdal, Board member 5. Erling Meinich-Bache, Board member According to the company s articles of association the Board of Directors shall consists of three to seven members. The nomination committee s proposal regarding the Board of Directors is not available at the time for the printing of this notice, but will be made available on the company s website and on the website of Oslo Stock Exchange as soon as it is available and in any case prior to the general meeting.

8 APPENDIX 1 The three members of the nomination committee are all up for election. No suggestions to new members to the nomination committee have been received, and the nomination committee proposes that all three members are re-elected. The composition of the nomination committee will be: 1. Ulf-Einar Staalesen, Chairman 2. Jan Petter Collier, Member 3. Steinar Olsen, Member The nomination committee suggests that at the annual general meeting in 2013, the remuneration for the Chairman be set at NOK 350,000 and NOK 200,000 for other members. In addition, it is suggested that the Chairman of the audit committee is remunerated with NOK 110,000, and other members of the audit committee NOK 70,000. The nomination committee suggests members of the remuneration committee be remunerated with NOK 20,000. The nomination committee also suggests that members of the nomination committee are remunerated with NOK 40,000 to the Chairman and NOK 20,000 to other members. All rates to apply from the period from the annual general meeting 2012 to the annual general meeting * * * Stavanger, 3 June 2013 Ulf-Einar Staalesen (sign.) Chairman of the nomination committee

9 APPENDIX 2 GUIDELINES FOR THE NOMINATION COMMITTEE IN AGASTI HOLDING ASA (HEREINAFTER CALLED THE COMPANY ) 1. INTRODUCTORY PROVISIONS 1. Pursuant to 6 of its Articles of Association, and in accordance with the Norwegian Code of Practice for Corporate Governance, the Company has established a nomination committee. 2. The purpose of the nomination committee is that it shall contribute to ensuring that the Company has a management that shall enable the most efficient use of the Company s resources. 3. The Norwegian act relating to public limited companies sets the framework for the nomination committee s expertise. 2. COMPOSITION OF THE NOMINATION COMMITTEE 1. In accordance with the Company s Articles of Association, the nomination committee shall consist of 3 to 5 members as determined by the general meeting. 2. The members of the nomination committee are elected at the general meeting 3. The composition of the nomination committee is intended to ensure that broad shareholder interests are represented, while the need for independence and the impartiality of the relationship with management and those who are elected are taken into account. At the same time practical consideration should be given to ensuring that those who are elected have an awareness of the company s situation. 4. The majority of the nomination committee should be independent of the Board and other employees in senior positions. 5. A maximum of one member of the nomination committee should be a member of the current Board and should not offer him or herself for re-election. 6. The Chief Executive Officer or other management representatives should not be members of the committee. 3. DUTIES OF THE NOMINATION COMMITTEE 1. The nomination committee shall evaluate the need for changes in the composition of the Board and propose candidates for election as Board members. Furthermore, the nomination committee shall propose remuneration for members of the Board, board committees and the nomination committee. 2. The nomination committee shall deal specifically with any evaluation report from the Board on its work. 3. To ensure the best possible composition of the Board, before it submits proposals to the Board, the nomination committee shall make necessary contact with various groups of shareholders, the board of directors and general management. The nomination committee shall endeavour to put forward a joint proposal for candidates to the Board. 4. The nomination committee s recommendations shall be submitted to the Chairman well in advance of the Board deciding to send out notice of the general meeting where matters within the scope of the nomination committee shall be dealt with. 5. The recommendation should be made available within the 21-day deadline for notice of the general meeting.

10 APPENDIX 2 6. The recommendation shall contain relevant information about the candidates as well as an account of the nomination committee s work. The following information must always be presented: a) If the person concerned and/or his or her related parties (as defined in 1-5 of the Norwegian act relating to public limited liability) is/are the holder of shares in the Company and if so, the number of shares/votes b) If the person concerned and/or his or her related parties is/are employed or hold positions in the Company or in the Company s Group subsidiaries (as defined in 1-3 of the Norwegian act relating to public limited liability companies) c) If the person concerned and/or his or her related parties is/are a contractor in relation to the Company or any of its Group subsidiaries d) The expertise, age, education and training, work experience and other positions of relevance of the person concerned 7. The nomination committee shall report on its recommendations at the general meeting where the election is to be held and give an account of its work. 4. OTHER PROVISIONS 1. The Chairman of the nomination committee shall convene meetings at intervals determined by the committee itself. Each of the committee s members may request the convening of meetings, or that particular issues are entered on the agenda. The committee shall also meet if the Board so requests, in order to deal with specific issues. 2. The committee can deal with issues in meetings, by phone or in writing. 3. Information on the respective members of the nomination committee and any deadlines for proposals should be posted in advance on the Company s website. 4. The members of the nomination committee shall hold the position for a term of 2 years. 5. Members of the nomination committee should not hold a continuous position of more than 10 years.

11 APPENDIX 3 STATEMENT TO THE ANNUAL GENERAL MEETING OF AGASTI HOLDING ASA REGARDING DETERMINATION OF SALARY AND OTHER BENEFITS FOR LEADING EMPLOYEES In accordance with sect. 6 16a of the Norwegian Joint Stock Public Companies Act (the Act ), the Board shall prepare a statement on the determination of salaries and other benefits for leading employees (executive personnel). The declaration shall include guidelines for how the salaries and other benefits are determined, including the main principles of the executive remuneration policy. Section 6 16a (3) of the Act also obliges the Board to account for the executive remuneration policy followed in the preceding financial year. 1. Main principles for the company s executive remuneration policy When determining the salaries for the Chief Executive Officer and executive personnel, Agasti Holding ASA, as a large international corporation within its industry, must compete with salaries for senior international executives. As a leading player within its industry, Agasti Holding ASA must offer salaries which can attract skilled executives. It is the Board s policy to ensure recruitment of the best personnel by offering salaries which will satisfy individual requirements and which are competitive on the international markets. Furthermore, it is essential that the Chief Executive Officer and executive personnel have incentives to ensure they make the right decision and that rewards good performance. In general, the remuneration level for executives shall be relatively high in a national context. 2. Salaries and other benefits The Chief Executive Officer s salary is determined by the Board s remuneration committee, which also sets the guidelines for the remuneration for other employees in leading positions, including both the level of fixed salary and the principles for and scope of bonus schemes. Employees in leading positions have ordinary bonus agreements, with limits that are set on an annual basis, normally between 40 and 200 per cent of their base salary, dependent on their position. The Agasti Group has established a long-term incentive programme for executive personnel, which includes allocation of share options. 3. Remuneration policy for the preceding financial year (2012) The executive remuneration policy applied in the preceding financial year has been applied in accordance with the principles also applied in Please see the above. In 2009, the Board of Agasti Holding ASA distributed share options to selected members of the Group s management group in accordance with an option programme launched in In 2009, it was decided to replace this option programme with a new one that covers all employees in the Group. In 2012, the board of directors of Agasti Holding ASA adopted a new incentive scheme for selected managers in the Group. The scheme is part of a long term incentive scheme for Agasti managers, which will contribute to creating positive results and attracting new employees as well as retaining existing employees. At the time of the approval of the annual accounts, a total of 10,736 million stock options are outstanding, of which employees in leading positions hold respectively 6,911 million stock options. The allocation is in accordance with the authorisation granted by the annual general meetings on 6 May 2009, 11 May 2010, 25 May 2011 and 23 May 2012.

12 APPENDIX 3 The options allocated in 2009 and 2010, which remained outstanding at the start of 2012, all became due during 2012 without any redemption taking place. The options allocated in 2011 with an expiry date in 2012 became due without redemption taking place. The strike price for the options was set to NOK 3.14 for the options granted in February 2011, NOK 3.66 for the options granted in May 2011, NOK 2.14 for the options granted in August 2011, NOK 1.50 for the options granted in November 2011, NOK 1.10 for the options granted in February 2012, NOK 1.33 for the options granted in August 2012 and NOK 1.58 for the options granted in November The strike price shall be reduced by the accumulated dividend paid in the period after the options have been awarded. No dividend was paid for the financial year The dividend for the financial year 2010 was set at NOK 0.10 per share at the Agasti Holding ASA general meeting. No dividend was paid for the financial year For the financial year 2012, the board of Agasti Holding ASA has proposed to the company s general meeting not to pay dividend to its shareholders. 1/3 of the stock options granted in February and May 2011 can be exercised by primary insiders and a specific group of other employees in 2013 and 1/3 in 2014, for both years, the options must be exercised within specified periods. 100% of the stock options granted to other employees in February 2011, May 2011, August 2011, November 2011 and February 2012 can be exercised within specified periods in 2013 and /3 of the stock options granted to selected managers in the Group in August and November 2012 can be exercised in 2013, 1/3 in 2014 and 1/3 in 2015, for all years the options must be exercised within specified periods. At the end of 2012, the share price was NOK For further details please see note 3 of the Agasti group s annual accounts and note 2 of Agasti Holding ASA s annual accounts for Consideration of this declaration This declaration is distributed along with notification of the company s general meeting. It is to be considered by the annual general meeting which will hold a consultative vote where members may adopt or reject the guidelines. Guidelines for share and share value-based benefits (share/option program etc. in accordance with sect. 6 16a, part 1, item no. 3 of the Norwegian Joint Stock Public Companies Act 6 16a) must be adopted by the general meeting, in accordance with sect. 5 6 (3) of the Act. * * * Oslo, 1 May 2013 The Board of Directors of Agasti Holding ASA Merete Haugli Stein Aukner Pia Gideon Chairman of the Board Vice-Chairman Member of the Board Sissel Knutsen Hegdal Erling Meinich-Bache Alfred Ydstebø Member of the Board Member of the Board CEO

13 APPENDIX 4 N/A

14 APPENDIX 5 N/A

15 APPENDIX 6 ARTICLES OF ASSOCIATION FOR AGASTI HOLDING ASA Adopted at the annual general meeting of 31 March 2005, last amended at the annual general meeting on 26 June Company name and registered office The company is a public limited company. The company s name is Agasti Holding ASA. The company s registered office is located in the city of Oslo. 2 Objects The Company s objective is to manage its interests, conduct financial and industrial investments and provide administrative services, as well as all other activities which are naturally related to this. 3 Share capital The company s share capital totals NOK 46,985,535 divided among 261,030,750 shares, each with a nominal value of NOK The shares shall be registered with the Norwegian Registry of Securities. 4 Share transfer Notification of any acquisition of shares in the company shall be sent immediately to the Norwegian Registry of Securities. The purchaser of a share may only exercise the rights appropriated to a shareholder when the acquisition has been registered in the shareholder register, or when he or she has reported and paid for the acquisition. 5 Structure of the Board The company s Board of Directors consists of three to seven members according to the resolution adopted by the general meeting. 6 Nomination committee The company s nomination committee consists of three to five members according to the resolution adopted by the general meeting. 7 Company signature One board member together with either the Chairman of the Board or the Chief Executive officer may sign for the company. The Board of Directors may grant power of attorney and special authorisations.

16 APPENDIX 6 8 Ordinary general meeting The ordinary general meeting shall be held annually by the end of June. The Board of Directors shall call the general meeting by issuing written invitations with at least 21 days notice to all shareholders with a known address, unless the Joint Stock Public Companies Act allows a shorter notice. Shareholders who wish to attend must send notification of such to the company within the deadline specified on the notice of the general meeting. The deadline must not be more than five days before the date of the general meeting. The right to participate and vote at the company s general meeting only can be exercised for shares when the purchase of shares is listed in the shareholder register no later than five workdays prior to the general meeting. At the general meeting, each share is allocated one vote. 9 Publishing of general meeting documents on the company's website If documents to be considered by the general meeting in accordance with the agenda for the meeting have been made available on the company's website, the company does not have to send these physically to the shareholders. Any such documents shall, however, be sent free of charge upon request from individual shareholders. 10 Location of the general meeting The general meeting shall be held in the city of Oslo where the company s registered office is. However, the Board of Directors may decide to hold the general meeting in the city of Stavanger or elsewhere when appropriate. 11 Duties of the general meeting The ordinary general meeting shall: Approve the annual accounts consisting of the profit and loss account, the balance sheet and the annual report, including the consolidated accounts and dividends. Address other items to be dealt with by the general meeting according to legislation or the articles of association ***

17 APPENDIX 7 To Agasti Holding ASA Attn.: Jo-Inge Fisketjøn P.O. Box 120 NO-4001 Stavanger, NORWAY agm@agasti.no ATTENDANCE SLIP The undersigned will attend the ordinary general meeting in Agasti Holding ASA on 26 June at 10:00 AM and vote for: (number) personal shares and (number) other s shares according to enclosed proxy. The undersigned will represent a total of (number) shares. (place), 2013 (date) (signature) (name in capitalized letters) Any proxy to meet and to vote for others to be enclosed in copies and presented in original at the general meeting.

18 APPENDIX 8 To Agasti Holding ASA Attn.: Jo-Inge Fisketjøn P.O. Box 120 NO-4001 Stavanger, NORWAY agm@agasti.no PROXY The undersigned herewith authories Vice Chairman of the Board Stein Aukner CEO Alfred Ydstebø Deputy CEO Jørgen Pleym Ulvness Name of proxy, or without name (in blanco) to attend and vote for all of my/our shares in Agasti Holding ASA at the general meeting of Agasti Holding ASA on my/ our behalf, on 26 June Voting shall be made in accordance with the instructions issued below. If no instructions are given below (by crossing or in another way), this will be regarded as the owner has issued an instruction to vote In favour of the motions set out in the notice to the general meeting, however, the proxy has a right to amend the voting if and to the extent that this is as part of the suggestions indicated in the calling notice or as part of changes that are made or if certain matters are withdrawn on or prior to the general meeting. Items In favor Against Absention 1. Opening of the annual general meeting (no voting) Registration of attending shareholders (no voting) Election of person to chair the meeting 4. Election of a person to co-sign the minutes together with the chairperson of the meeting 5. Approval of notice and agenda 6. Approval of the Board of Directors proposed Annual Accounts and Annual Report 7. Approval of the Board of Directors remuneration and the nomination committee s remuneration 8. Approval of the auditor s remuneration 9. Election of new Board members 10. Election of the nomination committee 11. Adoption of new guidelines for the work of the nomination committee 12. Declaration of determination of salary and other benefits for leading employees 13. Consideration of the statement on corporate governance 14. Authorisation to issue shares 15. Authorisation to acquire Agasti shares 16. Approval of the agreement to acquire shares in Wunderlich Investment Company, Inc., through the acquisition of all shares in Coil US Holding, Inc.; Capital increase 17. Proxy to undertake Private Placement and Subsequent Offering 18. Changes to the Company s Articles of Association (place), 2013 (date) (signature) (name in capitalized letters)

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