QUICK GUIDE. Continuing Obligations for companies listed in Singapore and Oslo

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1 QUICK GUIDE Continuing Obligations for companies listed in Singapore and Oslo

2 INTRODUCTION In order to facilitate efficient dual listing on Oslo Børs and Singapore Exchange, the two market places have established a set of procedures. The aim of this quick guide is to outline the scope of additional continuing obligation requirements which will apply to a company with a primary listing on the Singapore Exchange Securities Trading Limited ( SGX ) seeking a secondary listing on Oslo Børs. Companies with a primary listing on Oslo Børs will receive a waiver of additional obligations when obtaining a secondary listing on the SGX. Please contact any of our contact persons for further information (see below). LEGAL FRAMEWORK FOR LISTED COMPANIES The legal frameworks for listed companies in Oslo and Singapore are largely parallel and both legal frameworks operate as disclosure based systems. Companies listed in Oslo and Singapore are guided by the main principle of full, accurate and timely disclosure in order to ensure a fair, orderly and efficient market. In Oslo Companies listed on Oslo Børs are subject to the continuing obligations as set out in the Continuing Obligations for Stock Exchange Listed Companies ( OSE Continuing Obligations ), which comprise relevant statutory regulations relating to companies listed on Oslo Børs, including local regulation deriving from the Stock Exchange Act and the Securities Trading Act with appurtenant regulations.

3 In Singapore Companies listed on the Main Board of the SGX are subject to continuing listing obligations as set out under the listing rules ( SGX Listing Rules ). Continuing obligations for Singapore listed companies are set out in Chapters 7 to 12 of the SGX Listing Rules and covers conduct/obligations of the issuer in relation to changes in capital, interested persons transactions, acquisitions and realisations by the issuer, takeovers and circulars to shareholders ( SGX Continuing Obligations ). SECONDARY LISTINGS ON OSLO BØRS Additional continuing obligations If your company is primarily listed on the SGX and you are seeking a secondary listing on Oslo Børs, adaptions have to be made (as opposed to the waiver received from the SGX for companies holding a primary listing on Oslo Børs). It is notable that many continuing obligations to be complied with by a dual listed com pany overlap it is important for such a company to have their legal counsel pay attention to the details in order to ensure that both sets of rules are fully complied with. SUMMARY OF KEY CONTINUING FOR COMPANIES LISTED ON THE SGX, HIGHLIGHT- ING ADDITIONAL AS A CONSEQUENCE OF A SEC- ONDARY LISTING ON OSLO BØRS The following summarises the main obligations in both markets and highlights certain additional obligations under the OSE Continuing Obligations for non-norwegian companies (established outside the EEA) with Norway as its home member state 1 : 1 Home member state means seeking a first time listing on Oslo Børs as regulated market within the EEA.

4 1. Language requirements 2. Disclosure of price relevant information 3. Interested (related) persons transactions All disclosure made under the SGX Continuing Obligations must be in English. All information which is necessary to avoid the establishment of a false market or is likely to materially affect the price of securities must be disclosed immediately, subject to exceptions. Objective of disclosure in relation to inter ested persons transactions is to guard against the risk that such interested persons can influence the issuer (or its group) to enter into transactions with interested per sons (including directors, senior management, controlling shareholders and their ass o ciates) which may adversely affect the issuer. Hence, issuer entering into transactions with int erested (related) persons are required to: announce the transactions if the transaction value is equal to or more than 3% of the issuer s (or group s) latest net tangible assets; and/or obtain shareholders approval if the transaction value is equal to or more than 5% of the issuer s (or group s) latest net tangible assets. Non-Norwegian issuers will upon application receive an exemption from the requirement to disclose in Nor wegian and may thus disclose in the English language only. All potential price relevant information (Inside Information) regarding the issuer must be disclosed immediately, unless a legitimate reason to defer disclosure exists, and Oslo Børs is promptly notified on a confidential basis of the postponement and the background for such delay. No additional requirement for secondary listed companies on Oslo Børs.

5 4. Financial Reporting 5. Financial reporting language 6. Insider trading Issuers must publish: Financial statements for each of its first three quarters immediately after the same is available (and no later than 45 days after the quarter end); Financial statements for the full financial year immediately after the same is available (and no later than 60 days after the relevant financial period) Annual report 14 days before the date of the annual general meeting of the company, which must be held within four months after the end of the financial year. Financial statements to be prepared in accordance with IFRS, Singapore FRS or US GAAP. Trading in the issuers securities while in possession of undisclosed inside information or providing such inside information to or advising others to trade when in possession of inside information is an offence and may also give rise to civil liability. Issuer is required to ensure that insiders are made aware of their obligations and liabilities. Additional requirements for secondary listed companies on Oslo Børs which have Norway as their home state: Financial statements for the fourth quarter A semi-annual report Financial statements and annual report for the full financial year within four months after the end of the financial period. In addition to audited financial accounts, the annual financial report must contain a management report and a responsibility statement 2. Issuers operating in the extractive industries must include an overview of payments to authorities on a country and project level in its annual report. Financial statements to be prepared in accordance with IFRS, US GAAP, Singapore FRS or a selected few other international GAAPs. The prohibition under Norwegian law is generally similar, but case law and enforcement in specific matters may vary. Generally Norwegian courts are strict in its enforcement. 2 A EU initiative to amend the reporting rules is in the process of being implemented. The quarterly reporting will be abolished and replaced by yearly and half yearly statutory reporting. The quarterly reporting will be made optional.

6 7. Maintaining an insider list When a company is in the process of entering into certain transactions prescribed under the Best Practices Guide issued by the SGX, it must concurrently maintain a list of persons privy to the transaction in a format prescribed by the SGX. When in possession of undisclosed inside information, the issuer is required at all times to maintain an up-to-date list identifying all internal and external persons with access to such inside information. The list must be stored for at least 5 years after its creation or update and transmitted to the Financial Supervisory Authority of Norway and/or Oslo Børs upon request. 8. Associated persons obligations in relation to trading of shares 9. Filing requirements Directors, substantial shareholders, executive officers, employees, the issuer s professional advisers (including lawyers, bankers, accountants, public relations and advertising consultants) and their respective associates are considered associated persons for purposes of the SGX s corporate disclosure policies. Procedures to be followed when such persons purchase or sell shares are a matter of internal corporate governance. Obligation on directors and substantial shareholders to announce (in prescribed form) any changes in their shareholding in the issuer. Issuers must provide the SGX with 30 printed copies and 1 soft copy of all periodic/special reports or shareholders circulars and published accounts but no such requirement in relation to announcements released via SGXNET. Associated persons (called primary insiders ) are legally defined as members, deputy members and observers to the board, senior employees, members of the control committee, the company secretary and the company auditor. Primary insiders have a duty of investigation with respect to the occurrence of undisclosed inside information before trading in the shares or other securities of the issuer. Primary insiders have a duty of disclosure of any trade in the shares or any other securities of the issuer within the opening of the market the trading day following the agreement to trade. No corresponding obligation to provide paper copies to Oslo Børs, however, all disclosures nade must be filed electronically with Oslo Børs.

7 10. Specialist issuer disclosures Oil and natural gas companies: 1. If the issuer qualified for listing under the mineral, oil and gas companies criteria as set out in the SGX Listing Rules, then it would have additional obligations and has to provide quarterly disclosure of its use of funds and also provide projection of use of funds for the next quarter, unless the company meets certain profit criteria under the SGX Listing Rules or all of its principal mineral, oil or gas assets are in productions. 2. The mineral oil and natural gas company must make immediate announcements involving any material changes to the reserves or resources or any change in its relevant standards of reporting. 3. The mineral oil and gas company must make disclosures of its reser ves, resources or exploration results in accordance with the SGX Listing Rules. Life science companies: If the issuer qualified for listing under the life science companies criteria as set out in the SGX Listing Rules, then it would have additional disclosure obligations and has to provide quarterly disclosure on its use of funds and also provide projection of use of funds for the next quarter unless the company meets certain profit criteria under the SGX Listing Rules or all its principal pro ducts have reached commercialisation. Oil and natural gas companies: 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. Life science companies: No specific OSE Continuing Obligation requirements. Investment funds: No specific OSE Continuing Obligation requirements. Investment funds: Issuer has additional disclosure requirements which has to be made in their periodic reports (e.g. disclosure of breakdown of income received between dividends and interests and others) and annual reports (e.g. disclosure of the directors valuation and market value)

8 11. Shareholders approval for share issues 12. Prospectus requirements for share offers All issues of new shares by the issuer have to be approved by shareholders in a general meeting unless a prior general mandate from the shareholders has been obtained. Share offers: All offers for shares must be accompanied by a prospectus unless the offer falls within exemptions set out under the regulations, including: Private placements (offers made to no more than 50 people within any 12 month period) Small offers (total amount raised within any 12 month period does not exceed S$5 million) Offers to institutional or accredited investors Listing of additional shares: If the offering does not require a prospectus there is no obligation to prepare a prospectus for the listing of the same shares. However the issuer must apply for listing of such shares, see 13 below. No corresponding obligation under the OSE Continuing Obligations. The question as to whether shareholders approval is needed is a matter governed by the companies laws of the country of incorporation of the issuer. Share offers: All offers for shares exceeding EUR 5 million (during the last 12 months) must be accompanied by a full EEA prospectus unless the offer falls within applicable exemptions under EU s Prospectus Directive, including: Offers directed to fewer than 150 persons in the Norwegian market Offers with a minimum subscription per investor of at least EUR 100,000 Offers directed to professional investors only Certain type of offers including offers constituting part of a merger and offers to employees. Listing of additional shares: Regardless of whether the offer of shares triggers a duty to prepare a prospectus or not, issuance of more than 10% of the issued capital of the company calculated over 12 months rolling periods, must be accompanied by a listing prospectus. Proportionate regimes are available for certain rights issues and for SME-companies.

9 13. Listing application for additional shares 14. Acquisitions and realisations Issuer is required to prepare and submit to the SGX the prescribed documents, including: an additional listing application setting out prescribed information/ details on the shares to be issued; shareholders circular (unless shareholders approval is not needed for the issue); and prospectus (if applicable) or offer information statement or other applicable offer document. Depending on the size of the relative figures computed on certain prescribed bases (as set out in the SGX Listing Rules), transactions entered into by the issuer are classified as follows (with the corresponding obligation): Non-discloseable transactions no announcement needed if relative figure is 5% or less; Discloseable transactions immediate disclosure of certain prescribed information if relative figure exceeds 5% but does not exceed 20%; Major transactions (i) immediate disclosure of certain prescribed information and (ii) shareholders approval to be obtained if relative figure exceeds 20% Very substantial acquisitions or reverse takeovers (i) immediate disclosure of certain prescribed information, (ii) shareholders approval to be obtained and (iii) SGX approval to be obtained if relative figure is 100% or more. No listing application required for listing of additional shares but see paragraph 12 above for potential prospectus requirement. No additional disclosure obligation for secondary listed companies on Oslo Børs.

10 15. Take-over rules 16. Voluntary delisting Corporations with primary listing on SGX have to comply with the Singapore Code on Take-overs and Mergers in addition to provisions on take-overs in the SGX Continuing Obligations. The SGX needs to agree to an application by the issuer seeking to delist. Issuer should provide a reasonable exit alternative (usually a cash offer) to the shareholders and should appoint an independent financial adviser on the exit offer. Exit offer needs to be approved by at least 75% of the shareholders (and resolution should not be voted against by 10% or more). The Norwegian take-over rules will apply, however it is expected that Oslo Børs will grant an exemption from the Norwegian Take-over Rules if the issuer is primary listed on the SGX and subject to the Take-over rules of the SGX. A company may apply for a delisting if the shareholders with the same majority as required for changing the Articles of Association (as directed by the companies laws applicable to the issuer) resolve to apply for delisting. Oslo Børs may decide to delist if found not to cause undue burdens to the minority shareholders. FURTHER INFORMATION Wikborg Rein has prepared this guide in co-operation with the Singaporean law firm TSMP Law Corporation. TSMP Law Corporation specialises in dispute resolution and transactional law. The summary information provided in the tables is necessarily selective and is not intended to be exhaustive. You are encouraged to contact us for specific advice relating to the continuing obligations to be observed by your company. In particular, if your company is established in another EEA country than Norway and thus has another home member state than Norway, your position may differ and you may be subject to regulation of your home member state within the EU please contact us for further information. For further information on the listing process and requirements in Oslo and Singa pore, please refer to our Quick Guide to listing on Oslo Børs and the SGX available on wr.no or by request to any of our team members.

11 WIKBORG REIN S LISTING TEAM OSLO Dag Erik Rasmussen der@wr.no Andreas Kildal ank@wr.no Per Anders Sæhle pas@wr.no Marianne Sahl Sveen mss@wr.no SINGAPORE June Ho jho@wr.com.sg

12 WIKBORG REIN S OFFICES Oslo Kronprinsesse Märthas pl. 1 Postboks 1513 Vika 0117 Oslo, Norway Tel Fax oslo@wr.no London Cheapside House 138 Cheapside EC2V 6HS, United Kingdom Tel Fax london@wr.no Singapore 6 Raffles Quay #10-05/06 Singapore Tel.: Fax: singapore@wr.no Bergen Olav Kyrresgt. 11 Postboks 1233 Sentrum 5811 Bergen, Norway Tel Fax bergen@wr.no Shanghai Hong Kong New World Tower, Room 1302 No. 300 Huai Hai Middle Road Shanghai , China Tel Fax shanghai@wr.no Kobe Sannomiya Kokusai Bldg. 5F 1-30, Hamabe-dori 2-chome, Chuo-ku Kobe , Japan Tel Fax kobe@wr.no Disclaimer This quick guide has been prepared by Wikborg Rein & Co. Advokatfirma DA in cooperation with TSMP Law Corporation for informational purposes only and is not to be used, relied on or considered as legal advice with respect to the information provided herein. As such, this quick guide should not be considered an individualised or personalized legal advice nor is it intended to replace your usual professional legal advice and any steps taken by your company in relation to your listing obligations or otherwise should not be made on the basis of this quick guide. You are strongly advised to consult us or your usual legal adviser for any queries which you may have. Neither Wikborg Rein & Co. Advokatfirma DA and its affiliates nor TSMP Law Corporation owes any duty or obligation (nor shall any duty or obligation be assumed) to any other recipient of this quick guide, whether in contract, tort, statute or otherwise in connection with this quick guide. By accepting a copy of this quick guide, you are taken to have acknowledged and agreed to the terms of this disclaimer, to the laws of Norway as the governing law and to the exclusive jurisdiction of Oslo District Court as legal venue in all matters of dispute.