Prospectus. Bridge Energy ASA

Prospectus Bridge Energy ASA Listing of 10,800,000 Placement Shares to be issued in connection with the Private Placement and a Repair Offering of up to 4,200,000 Offer Shares in Bridge Energy ASA at a Subscription Price of NOK 10 per Offer Share, with non-transferable Subscription Rights for Eligible Shareholders as of the end of 19 January 2012 Subscription Period: From and including 24 February 2012 to 9 March 2012 at 17:30 hours (CET) The information in this prospectus (the Prospectus ) relates to the listing (the Listing ) by Bridge Energy ASA (the Company or Bridge Energy, and, together with its consolidated subsidiaries, the Group ) of 10,800,000 new shares in the Company with a par value of NOK 1 each (the Placement Shares ) to be issued in connection with a private placement (the Private Placement ) and a repair offering and listing of up to 4,200,000 new shares with a par value of NOK 1 each (the Offer Shares and, together with the Placement Shares, the New Shares ) at a subscription price of NOK 10 per Offer Share (the Subscription Price ) with non-transferable subscription rights (the Subscription Rights ) for shareholders of the Company as of the end of 19 January 2012, as appearing in the Norwegian Central Securities Depository (the VPS ) on 24 January 2012 (the Record Date ), who did not participate in the Private Placement, and are not resident in a jurisdiction where such offering would be unlawful, or for other jurisdictions than Norway, would require any prospectus, filing, registration or similar action (the Eligible Shareholders ), subject to applicable securities laws and the terms set out in this Prospectus (the Repair Offering ). Over-subscription by Eligible Shareholders and subscription without Subscription Rights by other shareholders of the Company as of the end of 19 January 2012, as appearing in the VPS on the Record Date, will be permitted. The Company s shares (the Shares ) are listed on Oslo Axess under the ticker code BRIDGE. This Prospectus has been prepared in order to provide information about the Private Placement, the Repair Offering, the New Shares, the Group and its business in relation to the Listing and the Repair Offering and to comply with the Norwegian Securities Trading Act of 29 June 2007 no 75 (the Norwegian Securities Trading Act ) and related secondary legislation, including EC Commission Regulation EC/809/2004. The Financial Supervisory Authority of Norway (the NFSA ) has reviewed and approved this Prospectus in accordance with Section 7-7 of the Norwegian Securities Trading Act. Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder. The Subscription Rights and the Offer Shares are being offered only in those jurisdictions in which, and only to those person to whom, offers and sales of the Offer Shares (pursuant to the exercise of Subscription Rights or otherwise) may lawfully be made and, for other jurisdictions than Norway, would not require any prospectus, filing, registration or similar action. The Subscription Rights and the Offer Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act ), or under the securities laws of any state or other jurisdiction of the United States and, accordingly, may not be offered or sold, directly or indirectly, in or into the United States (as defined in Regulation S) unless pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws of the United States. The Subscription Rights and the Offer Shares are being offered in the United States to qualified institutional buyers ( QIBs ) as defined under Rule 144A ( Rule 144A ) under the U.S. Securities Act pursuant to exemptions from the registration requirements of the U.S. Securities Act. The Subscription Rights and the Offer Shares are being offered and sold outside the United States in reliance on Regulation S under the U.S. Securities Act ( Regulation S ). The Repair Offering will not be made to persons who are residents of Australia, Hong Kong or Japan or in any jurisdiction in which such offering would be unlawful. For more information regarding restrictions in relation to the Repair Offering pursuant to this Prospectus, see Section 7 Selling and transfer restrictions. Investing in the Shares, including the Offer Shares, involves certain risks. See Section 2 Risk factors beginning on page 21. Manager This Prospectus is dated 23 February 2012

Important information No person is authorised to give information or to make any representation in connection with the Shares, the New Shares, the Subscription Rights, the Private Placement, the Listing and/or the Repair Offering or sale of the Offer Shares other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorised by the Company or the Manager or by any of the affiliates, advisors or selling agents of any of the foregoing. The distribution of this Prospectus and the Repair Offering and sale of the Offer Shares in certain jurisdictions may be restricted by law. This Prospectus does not constitute an offer of, or an invitation to subscribe or purchase, any of the Offer Shares in any jurisdiction in which such offer, subscription or sale would be unlawful. No one has taken any action that would permit a public offering of the Shares, including the Offer Shares, to occur outside of Norway. Accordingly, neither this Prospectus nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. The Company and the Manager require persons in possession of this Prospectus to inform themselves about, and to observe, any such restrictions. The Offer Shares may be subject to restrictions on transferability and resale pursuant to applicable securities laws and regulations outside Norway and may not be transferred or resold except as permitted under such applicable securities laws and regulations. Investors in such jurisdictions should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. For further information on the manner of distribution of the Offer Shares and the transfer restrictions to which they are subject, see Section 7 Selling and transfer restrictions. Any reproduction or distribution of this Prospectus, in whole or in part, and any disclosure of its contents is prohibited. This Prospectus, the Listing and the terms and conditions of the Repair Offering as set out herein, shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Asker & Bærum as exclusive legal venue, shall have exclusive jurisdiction to settle any dispute that may arise out of, or in connection with, the Listing, the Repair Offering or this Prospectus. Notice to United States shareholders The Subscription Rights and the Offer Shares have not been, and will not be, registered under the U.S. Securities Act, or under the securities laws of any state or other jurisdiction in the United States, and, accordingly, may not be offered or sold, directly or indirectly, in or into the United States, unless pursuant to an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws of the United States. The Subscription Rights and the Offer Shares are being offered in the United States to QIBs in reliance on exemptions from the registration requirements under the U.S. Securities Act. The Subscription Rights and the Offer Shares are being offered outside of the United States in reliance on Regulation S under the U.S. Securities Act. The Offer Shares acquired by existing U.S. shareholders will be restricted securities within the meaning of Rule 144 (a) (3) under the U.S. Securities Act. Restricted securities may be offered, sold, pledged or otherwise transferred, directly or indirectly only pursuant to an exemption, or exclusion from the registration requirements of the U.S. Securities Act or applicable state securities laws. See Section 7.2 United States shareholders. Investors should be aware that they may be required to bear the financial risks of the investment for an indefinite period of time. Shareholders should be aware that the receipt of Subscription Rights and the acquisition and holding of Offer Shares issuable upon exercise of Subscription Rights may have tax consequences both in the United States and in Canada. The consequences for shareholders who are resident in, or citizens of, the United States and Canada are not described in this Prospectus. Shareholders are advised to consult their tax advisors to determine the particular tax consequences to them of receiving Subscription Rights and of acquiring and holding Offer Shares issuable upon exercise of the Subscription Rights. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE GROUP AND THE TERMS OF THE REPAIR OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SUBSCRIPTION RIGHTS AND THE OFFER SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATORY AUTHORITY, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Notice to Canadian Shareholders The Subscription Rights and the Offer Shares have not been, and will not be qualified for distribution in Canada by the filing of a prospectus with Canadian securities regulatory authorities. The Subscription Rights and Offer Shares will only be offered and distributed in Canada to shareholders who qualify as accredited investors or employees, executive officers, directors or consultants of the Company or a related entity of the Company, or a permitted assign of such persons, pursuant to National Instrument 45-106 Prospectus and Registration Exemptions ( NI 45-106 ) of the Canadian Securities Administrators. Offer Shares acquired by Canadian shareholders may not be traded in Canada without qualification by a Canadian prospectus except pursuant to certain exemptions provided under Canadian securities laws. See Section 7.5 Canada for further information. ii

TABLE OF CONTENT 1 SUMMARY... 1 1.1 Introduction to the Company... 1 1.2 The background and purpose of the Private Placement and Repair Offering... 5 1.3 The Private Placement... 6 1.4 The Repair Offering... 6 1.5 Summary of financial information... 9 1.6 Summary of capitalization and indebtedness... 14 1.7 Significant changes in the Group s financial or trading position since 31 December 2011... 15 1.8 Directors, management and employees... 16 1.9 Shares and Articles of Association... 16 1.10 Major shareholders... 17 1.11 Related party transactions... 17 1.12 Research and development, patents and licences... 17 1.13 Trend information and other factors that may affect the operations of the Company... 18 1.14 Summary of risk factors... 18 1.15 Advisors and auditor... 20 1.16 Documents on display... 20 2 RISK FACTORS... 21 2.1 General... 21 2.2 Risks relating to the Group and its business... 21 2.3 Risks factors relating to the Shares... 32 3 RESPONSIBILITY FOR THE PROSPECTUS... 35 4 GENERAL INFORMATION... 36 4.1 Important investor information... 36 4.2 Presentation of financial and other information... 36 4.3 Industry and market data... 37 4.4 Cautionary note regarding forward-looking statements... 37 5 BACKGROUND FOR THE PRIVATE PLACEMENT AND THE REPAIR OFFERING... 39 6 THE PRIVATE PLACEMENT AND THE REPAIR OFFERING... 40 6.1 The Private Placement... 40 6.2 The Repair Offering... 42 6.3 Shares following the Private Placement and the Repair Offering... 50 6.4 Dilution... 51 6.5 Advisors... 51 6.6 Net proceeds and expenses... 51 6.7 Interests of natural and legal persons involved in the Private Placement and Repair Offering... 51 6.8 Publication of information relating to the Private Placement and the Repair Offering... 52 7 SELLING AND TRANSFER RESTRICTIONS... 53 7.1 General... 53 7.2 United States shareholders... 53 7.3 United Kingdom... 55 7.4 European Economic Area... 55 7.5 Canada... 57 8 MARKET OVERVIEW... 58 8.1 Overview of the global energy markets... 58 8.2 Oil market overview... 59 8.3 Gas market overview... 62 9 GROUP OVERVIEW... 68 9.1 Corporate information... 68 iii

9.2 History and development... 69 9.3 Strategy... 73 9.4 Operations... 73 9.5 Reserves and resources... 96 9.6 Legal, economic and environmental framework of the oil business... 98 9.7 Research and development, patents and licences... 100 9.8 Dependence on licences and contracts... 100 9.9 Material contracts... 100 9.10 Trend information and other factors that may affect the operations of the Company... 101 10 BOARD OF DIRECTORS, MANAGEMENT AND EMPLOYEES... 102 10.1 Board of Directors... 102 10.2 Management... 108 10.3 Shares acquired by members of the Board and the Management... 113 10.4 Pensions... 114 10.5 Loans and guarantees... 114 10.6 Conflicts of interests... 114 10.7 Corporate governance... 115 10.8 Employees... 115 11 SELECTED FINANCIAL INFORMATION... 116 11.1 General... 116 11.2 Selected condensed financial information the Group... 116 11.3 Selected condensed financial information Bridge Energy UK... 122 11.4 Selected condensed financial information Bridge Energy Norge... 124 11.5 Segment information... 128 11.6 Statutory auditors... 129 12 OPERATIONAL AND FINANCIAL REVIEW... 131 12.1 Comments to the financial statements... 131 12.2 Property, plant and equipment... 135 12.3 Investments... 136 12.4 Working capital... 138 12.5 Significant changes in the Group s financial or trading position since 31 December 2011... 138 12.6 Capitalization and indebtedness... 139 12.7 Capital resources... 140 13 UNAUDITED PRO FORMA FINANCIAL INFORMATION... 146 13.1 General information and purpose of the unaudited pro forma condensed financial information... 146 13.2 Basis for preparation... 147 13.3 Unaudited pro forma financial information... 147 13.4 Auditor s assurance report on the unaudited pro forma condensed financial information... 149 14 SHARES, SHARE CAPITAL AND SHAREHOLDERS MATTERS... 150 14.1 Description of the Shares and share capital... 150 14.2 Stock exchange listing... 150 14.3 Historical development in share capital and number of Shares... 150 14.4 Major shareholders... 151 14.5 Outstanding authorisations... 152 14.6 Shareholders rights... 152 14.7 Limitations on the right to own and transfer Shares... 152 14.8 Dividend policy and payment of dividends... 152 14.9 General meetings... 153 14.10 Voting rights... 153 14.11 Additional issuances and preferential rights... 154 14.12 Regulation of dividends... 155 14.13 Minority rights... 155 14.14 Transactions with related parties... 156 iv

14.15 Rights of redemption and repurchase of Shares... 156 14.16 Liability of directors and chief executive officer... 156 14.17 Distribution of assets on liquidation... 157 14.18 Summary of the Company s Articles of Association... 157 15 SECURITIES TRADING IN NORWAY... 158 15.1 Introduction... 158 15.2 Trading of equities and settlement... 158 15.3 Information, control and surveillance... 158 15.4 The VPS and transfer of Shares... 159 15.5 Shareholder register... 159 15.6 Foreign investment in Norwegian shares... 160 15.7 Disclosure obligations... 160 15.8 Insider trading... 160 15.9 Mandatory offer requirement... 160 15.10 Compulsory acquisition... 161 15.11 Foreign exchange controls... 162 16 TAXATION... 163 16.1 Norwegian Shareholders... 163 16.2 Foreign Shareholders... 164 16.3 Inheritance tax... 166 16.4 Duties on transfer of Shares... 166 17 ADDITIONAL INFORMATION... 167 17.1 Related party transactions... 167 17.2 Disputes... 168 17.3 Incorporation by reference... 168 17.4 Documents on display... 170 17.5 Confirmation regarding sources... 170 17.6 Statements regarding expert opinions... 171 18 DEFINITIONS AND GLOSSARY OF TERMS... 172 18.1 Definitions... 172 18.2 Glossary of terms... 174 APPENDICES APPENDIX 1: ARTICLES OF ASSOCIATION... A1 APPENDIX 2: AUDITOR S PRO FORMA ASSURANCE REPORT... A2 APPENDIX 3: SUBSCRIPTION FORM... A3 v

1 SUMMARY The following summary should be read as an introduction to the full text of this Prospectus, and in conjunction with, and is qualified in its entirety by, the more detailed information and the Appendices appearing elsewhere in this Prospectus. Any investment decision relating to the Repair Offering and the Shares (including the Offer Shares) should be based on the consideration of this Prospectus as a whole. Where a claim relating to the information contained in this Prospectus is brought before a court, a plaintiff investor might, under the national legislation, have to bear the costs of translating this Prospectus before legal proceedings are initiated. No civil liability attaches to those persons who have prepared this summary, including any translations hereof, unless it is misleading, inaccurate or inconsistent when read together with the other Sections of this Prospectus. 1.1 Introduction to the Company 1.1.1 Company information Bridge Energy ASA (BRIDGE) is a Norwegian public limited liability company organized under the Norwegian Public Limited Companies Act, with business registration number 995 216 531. The Company s registered office is at Nesbruveien 75, 1394 Nesbru, Norway (the Company has recently moved to new premises at Lensmannslia 4, 1386 Asker, Norway, which new address is expected to be registered in the Norwegian Register of Business Enterprises on or around 24 February 2012), and its telephone number is +47 66 77 96 30. The legal and commercial name of the Company is Bridge Energy ASA. The Company was incorporated with the name Bridge Energy Holding AS under the laws of Norway on 19 February 2010. The Company was registered in the Norwegian Register of Business Enterprises on 24 February 2010, and changed its name to Bridge Energy ASA on 30 March 2010. The Shares are listed on the Oslo Axess under the ticker BRIDGE. 1.1.2 History and development The most significant events in the history of the Group can be summarized as follows: Year Month Event 2005 February Bridge Energy UK Limited (former Silverstone Energy Limited) ( Bridge Energy UK ) was established as a 50/50 joint venture between Storm Ventures International Inc., now renamed to Chinook Energy LLC, and Lime Rock Partners III Luxembourg Holdings S.à r.l. August September December Bridge Energy Norge AS ( Bridge Energy Norge ) was incorporated. Bridge Energy UK awarded 5 licences in the 23rd licensing round for the UK Continental Shelf. Bridge Energy UK entered into an agreement with ConocoPhillips and BP that allowed Bridge Energy UK to nominate and farm-in to certain prospects in Blocks 49/12a, 49/16, 49/17, 48/20b, 48/25b and 49/21. 2006 January Bridge Energy UK approved as an Exploration Operator by DECC. April / August to October May Two exploration wells, Vanquish in Block 49/16 and Vulcan East in Block 49/21, drilled under the ConocoPhillips/BP Farm-in Agreement. Both wells were classified as gas discoveries. Bridge Energy Norge entered into an investment agreement with Lime Rock Partners III, L.P. 1

November December Bridge Energy Norge pre-qualified as licensee on the Norwegian Continental Shelf by the Norwegian Ministry of Petroleum and Energy. Bridge Energy Norge awarded its first Production Licence (PL413) by the Norwegian Ministry of Petroleum and Energy in the 2006 APA round. 2007 January Third exploration well drilled under the ConocoPhillips/BP Farm-in Agreement in Block 49/17, which resulted in the Victoria field gas discovery. April Bridge Energy UK awarded 5 licences in the 24th licensing round for the UK Continental Shelf. Bridge Energy UK acquired Granby Oil & Gas plc for a sum of GBP 23.1 million. The principal asset of Granby was the Tristan North West gas field. Bridge Energy Norge signed a NOK 330 million loan agreement with the Bank of Scotland. Bridge Energy Norge entered into the Talisman Farm-in Agreement, acquiring shares in PL316DS, PL335 and PL337. June September November December Bridge Energy UK raised GBP 46 million of new equity by means of a private placement. A well on PL337 drilled under the Talisman Farm-in Agreement, resulting in the Storskrymten discovery. Bridge Energy UK participated in the drilling of the Mermaid prospect in Block 9/11c. The well was operated by Nautical Petroleum. The well was dry and was plugged and abandoned. Bridge Energy UK recognised as a Development and Production Operator by the DECC. 2008 February Bridge Energy Norge awarded a participating interest in three licences (PL457, PL459 and PL472) by the Norwegian Ministry of Petroleum and Energy in the APA round 2007. May Bridge Energy UK completed a rights issue for 5 million shares which raised GBP 26.3 million. Block 9/22-C Globe well was drilled by Valiant Petroleum. Bridge Energy UK s 25% interest was fully carried in this well. The well was dry and was plugged and abandoned in early June. June August Bridge Energy (SNS) Ltd signed a GBP 30 million Facility Agreement with the Royal Bank of Scotland. Bridge Energy Norge secured two well slots on the Borgland Dolphin for 2012 and 2013, by participation in a well consortium. Following completion of the Victoria well operations, the 49/17-15 Vantage prospect was drilled (Bridge Energy UK 100% paying interest). The well did not encounter commercial volumes of hydrocarbons and therefore the well was plugged and abandoned. October November December First gas achieved from the Victoria field gas discovery. Block 9/11e-14 Broch well was drilled by Statoil ASA (Bridge Energy UK paying interest 10%). The well did not encounter commercial quantities of hydrocarbons and was plugged and abandoned. Bridge Energy UK became a wholly-owned subsidiary of Storm Ventures International (BVI) Limited, a wholly-owned subsidiary of Storm., through a share exchange offer from Storm. 2009 January Bridge Energy Norge awarded four licences (PL494, PL497, PL472B and PL511) on 2

the Norwegian Continental Shelf by the Norwegian Ministry of Petroleum and Energy in the 2008 APA round. February Bridge Energy UK awarded 11 licences in the 25th licensing round for the UK Continental Shelf. The NW Vulcan well drilled in Block 48/25c. April May Bridge Energy UK acquired an interest in the Cobra discovery by acquiring 100% of the share capital in NWE Southern Cross (UK) Pty ltd. Bridge Energy Norge entered into the Dana Farm-in Agreement, for a participating interest in PL027D and PL504. The exploration well 25/8-16 was drilled, resulting in the Eitri discovery. October Bridge Energy Norge pre-qualified as operator on the Norwegian Continental Shelf by the Norwegian Ministry of Petroleum and Energy. Bridge Energy UK signed the BP Exchange Agreement to acquire BP s 25% share in the Victoria field and in the Vulcan East discovery in exchange for Bridge Energy UK s interest the Vanquish discovery. November Bridge Energy UK completed the acquisition of Conoco Phillips 25% share in the Vulcan East discovery. The exploration well 25/8-17 was drilled, resulting in the Jette discovery. 2010 January Bridge Energy UK entered into a Sale and Purchase Agreement with Sorgenia to dispose of its interest in the Monkwell project in Block 42/29a. This deal was completed on 19 April 2010. February Bridge Energy Norge was awarded four licences, including one operatorship, on the Norwegian Continental Shelf by the Norwegian Ministry of Petroleum and Energy in the 2009 APA round, two of which were extensions to existing licences. The awards were PL497B, PL504BS, PL548S and PL554 (operator). Bridge Energy incorporated as Bridge Energy Holding AS and established pursuant to a combination agreement between the Company and the shareholders of Bridge Energy Norge and Bridge Energy UK respectively, pursuant to which the Company acquired all the shares of Bridge Energy Norge and Bridge Energy UK in consideration for new shares in Bridge Energy. March April May June At the Company s general meeting, it was resolved to convert Bridge Energy Holding AS to a public limited liability company and change its name to Bridge Energy ASA. Bridge Energy successfully completed a private placement of 16,225,000 new shares at a subscription price of NOK 20 per share, with gross proceeds of NOK 324,500,000. The new shares were subscribed by both Norwegian and international investors. Bridge Energy completed the initial public offering in preparation for a listing on Oslo Axess. The Company received 220 subscriptions for 291,146 shares at a subscription price of NOK 22 per share. Energy UK Energy Limited changed its name to Bridge Energy UK Limited. Bridge Energy Norge completed the agreement with VNG Norge AS for the farmdown of 12.5% working interest in PL 511 on the Norwegian Continental Shelf. After the transaction, Bridge Energy Norge AS holds a 7.5% interest in PL511, which contains the Mjøsa prospect. Bridge Energy UK completed an Agreement with BP to exchange BP s 25% equity interests in the producing Victoria gas field and the Vulcan East near term gas field development for Bridge Energy s 50% interest in the Vanquish discovery. Bridge 3

Energy holds 75% equity in Victoria and 100% in Vulcan East. Victoria is located in License P033 Block 49/17, Vulcan East is in License P039 Block 49/21 whilst Vanquish is located in License P033 Block 49/16. DECC awarded P1738 which includes UK Block 49/13 to Bridge Energy UK which was originally applied for in the 25th Licensing Round. Block 49/13 contains the Rotliegendes Arizona and Nebraska prospects. August November 9.0mmcf/d production from the Victoria field was shut-in from 4 August 2010 after the controls umbilical to the well was severed by unauthorised marine activity. Repairs were completed on time and on budget with the majority of costs being recovered from insurance. The decommissioning of the Tristan NW field facilities was completed with the demobilisation of the Ensco 92 rig. The final cost for the decommissioning of Tristan NW was NOK 110 million. Bridge Energy s net cost was NOK 35 million. 2011 February Bridge Energy Norge was awarded two new licences, including one operatorship, on the NCS by the Norwegian Ministry of Petroleum and Energy in the 2010 APA round, both of which add acreage to existing licences. The awards were PL494B (30%) and PL554B (60% and operator). March Bridge Energy UK awarded interests in three Central North Sea licences in the UKCS 26 th Round Blocks 14/9, 14 (split) and 14/15:- Bridge Energy 70% (Operator), Atlantic Petroleum 30% Block 21/30e (split):- Bridge Energy 40% (Operator), Idemitsu 40%, Atlantic Petroleum 20% Blocks 9/9d, 9/14 (part) and 9/15d:- MPX 50% (Operator), Bridge Energy 30%, Sorgenia 20% April Mitsubishi formally wrote off the debt associated with Tristan NW project and no obligations remain to Mitsubishi. In addition, formal relinquishment applied for and given by DECC, and Bridge Energy is no longer an equity owner of the license. Bridge Energy (SNS) Ltd put in place a gas price hedging instrument to provide certainty of cash flow in support of its development and exploration programmes. The instrument is a zero cost collar for calendar year 2012 and is for a total of 10,062,000 therms, or approximately 27,500 therms per day on average for the year. This represents approximately 50% of estimated production from the Victoria field in the year. The floor of the hedge is an average price of 58.5p per therm and the cap is 83p per therm averaged over the year. May August September October Bridge Energy Norge farms-down from 60% to 20% in PL554/PL554B with Total (new operator) Bridge Energy UK signed a farm-in agreement with TAQA Bratani Limited relating to UKCS License P201 Block 211/22a North West Area (The Group 10%) whereby TAQA Bratani Limited has agreed to carry the cost of an exploration well in return for a 6% interest subject to success criteria. Bridge Energy UK announced the signing of a Sale & Purchase Agreement to acquire a 50% working interest in the producing Duart field from Nexen for a base consideration of USD 38.5 million. Bridge Energy announced the signing of two new banking facilities: A 42 million reserve based lending facility (the "RBL") with the Royal Bank of Scotland (RBS) and their syndicate partner NIBC Bank. The RBL will refinance the existing 11.4 million of credit currently assigned to the Victoria (phase I) development and will provide an element of cash for the acquisition of the Duart field from Nexen (as announced on 29 September 4

2011) and the Victoria phase II development. A NOK 400 million Norwegian exploration financing facility, with RBS and DNB as mandated lead arrangers. The exploration facility is available for draw down through 2013 and will support the Company s 2012 drilling campaign of four wells in Norway. November Bridge Energy UK announced that it has received approval from the UK Department of Energy and Climate Change (DECC) for the development of the Victoria Phase II project. December Bridge Energy UK announced that it has completed the acquisition of a 50% working interest in the producing Duart field from Nexen Petroleum Dragon UK Limited for an adjusted consideration of $37.85 million. The interest will add daily production of 750 barrels of oil per day to Bridge. 2012 January Bridge Energy UK announces term sales agreement for Duart field crude oil production with Shell Trading and Shipping Company (STASCo). Bridge Energy UK announced that it has been notified by the UK Department of Energy and Climate Change (DECC) that it has been awarded block 49/21c in the UK North Sea in the 26th Seaward Licensing Round. Bridge Energy Norge announced that it has been awarded 4 new licences in the 2011 APA licencing round, of which one is an operatorship. February The EGM approved the NOK 108 million Private Placement conditionally completed in January. 1.1.3 Business description - overview Bridge Energy is the holding company of Bridge Energy UK and Bridge Energy Norge. The parent company is responsible for the Group s operational and investment activities and is generally responsible for the overall management of the Group and sets out the Group s goals and strategy. The Group is an E&P business with activities in both UK and Norway. The Group carries out oil and gas exploration and production activities on the UK and Norwegian Continental Shelves through its operational subsidiaries Bridge Energy UK and Bridge Energy Norge. A more detailed business description of the Group is included in Section 9 Group overview. 1.2 The background and purpose of the Private Placement and Repair Offering The Company resolved to carry out the Private Placement in order to ensure that the desired equity capital was raised in a timely and cost efficient manner. The net proceeds from the Private Placement, which amounts to approximately NOK 103 million, will be used to strengthen the Company s balance sheet and working capital and to finance the development of the Victoria Phase II-field. The Repair Offering is being implemented in order to ensure that the Company s shareholders, to the extent practically possible, are treated equally, by giving shareholders as of 19 January 2012 (as recorded in the VPS on 24 January 2012, defined herein as the Record Date ), who did not participate in the Private Placement the opportunity to, as far as possible based on the number of Offer Shares available and subject to any applicable restrictions in the relevant jurisdictions of such shareholders, maintain their relative ownership (adjusted for the dilution resulting from nonshareholders who subscribed in the Private Placement) by subscribing for Offer Shares at the same Subscription Price as in the Private Placement. The gross proceeds raised from the Repair Offering will be up to NOK 42 million, which will be applied towards the same purposes as the proceeds from the Private Placement. 5

1.3 The Private Placement On 19 January 2012, after close of trade on Oslo Axess, the Company publicly announced that it had engaged the Manager to advise on, and effect, the Private Placement through an over-night accelerated book built offering of Placement Shares directed towards existing shareholders and other Norwegian and international investors, in each case comprised by an exemption from prospectus and any other filing or registration requirements in the applicable jurisdiction, raising gross proceeds of minimum NOK 80 million and maximum NOK 110 million. The Private Placement was documented by an investor presentation, a term sheet and terms of application. The minimum order and allocation of Placement Shares in the Private Placement was set to the number of Placement Shares equal to an aggregate purchase price of at least the NOK equivalent of EUR 50,000. The final price per Placement Share was to be determined based on, and following, the book-building process by the Board of Directors in consultation with the Manager. Completion of the Private Placement was made conditional upon (i) the Board of Directors making a resolution on the offer price and allocation of the Placement Shares in the Private Placement based on an outcome of the book-building process that it deemed as satisfactory in its sole discretion and (ii) approval of the share capital increases required to implement the Private Placement and the Repair Offering by the General Meeting. Following close of the over-night book-building period and prior to opening of trade on Oslo Axess on 20 January 2012, the Company publicly announced that the Private Placement had raised gross proceeds of NOK 108 million, and that a conditional allocation of 10,800,000 Placement Shares at a subscription price of NOK 10 per Placement Share had been made in respect of certain existing shareholders of the Company and other Norwegian and international investors. The conditional allocation of Placement Shares was determined by the Board of Directors, in consultation with the Manager, based on customary allocation criteria such as the investors relative shareholding in the Company, the size of demand and price limits indicated by the investors, the timing of the investor s indication of interest, the investor's expected holding period for the Placement Shares, the investor's expressed interest in, or knowledge of, investing in the Company, the investor quality, and applicable selling restrictions in the Private Placement. To facilitate prompt delivery of the allocated Placement Shares versus payment for the same on the payment date 13 February 2012, investors in the Private Placement other than the Major Shareholders received already listed secondary Shares made available to the Manager by the Lender pursuant to a share lending agreement, in lieu of the Placement Shares to be issued. Consequently, all allocated Shares in the Private Placement other than the Shares allocated to the Major Shareholders, which will be new Placement Shares, were tradable on Oslo Axess at the time of delivery to the investors. The borrowed Shares to be re-delivered to the Lender and the Placement Shares having been allocated to the Major Shareholders will be delivered in the form of the Placement Shares to be issued pursuant to the resolution by the General Meeting pertaining to the Private Placement described in Section 6.1.2 Resolution regarding the Private Placement. Delivery of the Placement Shares to the Lender and the Major Shareholders will take place following the registration of the share capital increase relating to the Private Placement in the Norwegian Register of Business Enterprises and the publication of this Prospectus, i.e. on or around 24 February 2012. 1.4 The Repair Offering 1.4.1 Introduction The Repair Offering comprises an offering of up to 4,200,000 Offer Shares at a Subscription Price of NOK 10 per Offer Share, corresponding to gross proceeds of up to NOK 42 million. The Eligible 6

Shareholders will be granted non-transferable Subscription Rights that, subject to applicable securities laws, provide preferential rights to subscribe for and be allocated Offer Shares in the Repair Offering. Over-subscription by Eligible Shareholders and subscription without Subscription Rights by other shareholders of the Company as of 19 January 2012, as recorded in the VPS on the Record Date, will be permitted, provided, however, that there can be no assurance that Offer Shares will be allocated for subscriptions not covered by Subscription Rights. Subscription Rights and Offer Shares may not be issued or sold in certain jurisdictions or to residents of certain jurisdictions. For further information see Section 7 Selling and transfer restrictions. 1.4.2 Main terms The following is a summary of the main terms of the Repair Offering: The Repair Offering... The Repair Offering comprises an offering of up to 4,200,000 Offer Shares at a Subscription Price of NOK 10 per Offer Share, corresponding to gross proceeds of up to NOK 42 million. Subscription Rights... Eligible Shareholders will be granted non-transferable subscription rights providing preferential rights to subscribe for and be allocated Offer Shares, subject to payment of the Subscription Price (defined as the Subscription Rights above). Each Eligible Shareholder will be granted 0.218366 Subscription Right for each Existing Share held in the Company as at 19 January 2012, as appearing in the VPS on the Record Date. Fractions of Subscription Rights will not be issued, and the number of Subscription Rights allocated to each Eligible Shareholder will be rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Offer Share in the Repair Offering. Subscription Rights that are not exercised before the expiry of the Subscription Period will lapse without compensation and will thus be of no value to the holder. Subscription Rights will not be granted, and Offer Shares will not be issued, to shareholders in any jurisdiction in which such offering would be unlawful or, for other jurisdictions than Norway, would require any filing, registration or similar action. Subscription Period... The subscription period for the Repair Offering will commence on 24 February 2012 and expire at 17:30 hours (CET) on 9 March 2012 (the Subscription Period ). Subscription procedures... Subscriptions for Offer Shares must be made on a subscription form in the form attached as Appendix 3 hereto (the Subscription Form ). Over-subscription by Eligible Shareholders and subscription without Subscription Rights by shareholders of the Company as of 19 January 2012, as recorded in the VPS on the Record Date, will be permitted. Correctly completed Subscription Forms must be e-mailed, faxed, mailed or delivered to, and must be received by, the Manager by 17:30 hours (CET) on 9 March 2012. Norwegian subscribers may also subscribe for Offer Shares through the VPS subscription system within the same deadline. Allocation... The allocation of the Offer Shares will be made by the Board of Directors on or around 12 March 2012 in accordance with the following criteria: (i) Allocation of Offer Shares to subscribers will be made on the basis of granted Subscription Rights which have been validly exercised during the Subscription Period. Each Subscription Right gives the right to subscribe and be allocated one Offer Share. (ii) Offer Shares which have not been subscribed based on validly exercised Subscription Rights during the Subscription Period, will be allocated Eligible Shareholders who have subscribed based on Subscription Rights and who have over-subscribed and other shareholders as of 19 January 2012, as recorded in the VPS on the Record Date, who have subscribed 7

without Subscription Rights. The allocation of Offer Shares to such subscribers will to the extent practical be based on their relative shareholding in the Company and otherwise in accordance with customary allocation criteria such as investor quality. Payment... Payment for the Offer Shares allocated to subscribers shall be made within 16 March 2012 (the Payment Due Date ). When subscribing for Offer Shares, each subscriber with a Norwegian bank account must provide a one-time irrevocable authorization to the Manager to debit a specified bank account with a Norwegian bank for the amount (in NOK) payable for the Offer Shares allocated to such subscriber. The amount will be debited on the Payment Due Date. Payment for the allocated Offer Shares must be available on the specific bank account on the Payment Due Date. The Company and the Manager reserve the right to make up to three debit attempts within seven working days after the Payment Due Date if there are insufficient funds in the account on the first debiting date. The Company and the Manager further reserve the right to consider the payment overdue if there are not sufficient funds to cover payment for all of the Offer Shares allocated to the subscriber on the account when an attempt to debit the account has been made by the Manager on or after the Payment Due Date, or if it for other reasons is not possible to debit the bank account. Subscribers who do not have a Norwegian bank account and subscribers who subscribe for an amount exceeding NOK 5 million must ensure that payment for the Offer Shares allocated to them is made with cleared funds on or before 12:00 hours (CET) on the Payment Due Date (i.e. 16 March 2012) and must contact the Manager before making such payment. Overdue and late payment will be charged with interest at the applicable rate under the Norwegian Act on Interest on Overdue Payment on 17 December 1976 No. 100, currently 8.75% per annum. If the subscriber fails to comply with the terms of payment, the Offer Shares will not be delivered to the subscriber. The Company and the Manager reserve the right to, at the cost and risk of the subscriber, cancel the allocation and to reallocate, sell, assume ownership of or otherwise dispose of all or parts of the allocated Offer Shares on such terms and in such manner as the Manager may decide in accordance with applicable Norwegian law and otherwise based on the Board of Directors discretion, without further notice to the subscriber in question in accordance with Section 10-12, fourth paragraph of the Public Limited Companies Act if payment has not been received within the third day after the Payment Due Date. The Company and the Manager further reserve the right, but have no obligation, to let the Manager advance the payment on behalf of subscribers who have not paid for the Offer Shares allocated to them within the Payment Due Date. The non-paying subscribers will remain fully liable for the subscription amount payable for the Offer Shares allocated to them, irrespective of such payment by the Manager. If the Offer Shares are sold on behalf of the subscriber, the subscriber will be liable for any loss, costs, charges and expenses suffered or incurred by the Company and/or the Manager as a result of or in connection with such sales. The Company and/or the Manager may enforce payment of any amounts outstanding in accordance with applicable law. Delivery... Delivery of the Offer Shares will take place following registration of the share capital increase pertaining to the Repair Offering in the Norwegian Register of Business Enterprises. Assuming that payment from all subscribers who have been allocated Offer Shares are made when due, such registration is expected to take place on or around 20 March 2012, in which case delivery of the Offer Shares is expected to take place on or around 21 March 2012. Dilution... Assuming full subscription of the Repair Offering, the Private Placement and the Repair Offering will result in an immediate dilution of approximately 22% for shareholders who did not participate in the Private Placement and who nor participates in the Repair Offering. 8

Expenses... The Company will bear the fees and expenses related to the Private Placement and the Repair Offering, which are estimated to amount to up to approximately NOK 5 million, of which up to approximately NOK 4 million are fees and expenses to the Manager, and approximately NOK 1 million are other costs and expenses. No expenses or taxes will be charged by the Company or the Manager to the subscribers in the Private Placement and the Repair Offering. 1.4.3 Timetable The timetable below provides certain indicative dates for the Repair Offering, subject to timely payment of the entire proceeds for the allocated Offer Shares to the Company: Last day of trading in the Shares including Subscription Rights... 19 January 2012 Ex. rights trading in the Shares commenced on Oslo Axess... 20 January 2012 Record Date... 24 January 2012 Subscription Period commences... 24 February 2012 Subscription Period ends... 9 March 2012 at 17:30 hours (CET) Allocation of the Offer Shares... On or around 12 March 2012 Distribution of allocation letters... On or around 12 March 2012 Payment Due Date... 16 March 2012 Registration of the share capital increase in the Norwegian Register of Business Enterprises... On or around 20 March 2012 Delivery date for the Offer Shares... On or around 21 March 2012 Listing and commencement of trading in the Offer Shares on Oslo Axess... On or around 21 March 2012 1.5 Summary of financial information The selected condensed financial data in this Prospectus should be read in conjunction with the relevant condensed financial statements and the notes to those statements which are incorporated into this Prospectus by reference. The selected condensed financial data presented in this Section has been derived from the audited consolidated financial statements of the Group for the year ended 31 December 2010, the unaudited interim condensed financial information of the Group for the three and twelve months ended 31 December 2011 and the audited consolidated financial statements of Bridge Energy UK and Bridge Energy Norge for the years ended 2009 and 2008. 9

1.5.1 Condensed statement of comprehensive income the Group The table below summarizes the condensed consolidated statement of comprehensive income for the Group for the years ended 31 December 2010 and 2009, and the three and twelve months ended 31 December 2011. See Section 11.2.2 Condensed statement of comprehensive income for more detailed financial information. For the three months ended 31 December For the twelve months ended 31 December For the year ended 31 December 1 (unaudited) (unaudited) IFRS, in NOK 000 2011 2010 2011 2010 2009 Total revenues... 133,292 31,246 229,546 103,504 175,500 Total operating expenses... 209,271 70,416 316,530 259,958 238,330 Operating income (loss)... -75,978-39,170-86,985-156,454-62,830 Income (loss) before tax... -76,988-47,866-95,028-170,900-79,205 Net income (loss) for the period... -1,340-22,698-11,494-106,815-111,777 Total other comprehensive income (loss)... 9,805-10,052 12,067-11,841-48,913 Total comprehensive income (loss) for the period, net of tax... 8,465-32,750 573-118,656-160,690 1 Extracted from the Company s audited financial statements for 2010. 1.5.2 Condensed consolidated statement of comprehensive income Bridge Energy UK The table below summarizes the condensed consolidated statement of comprehensive income for Bridge Energy UK for the years ended 31 December 2009 and 2008. See Section 11.3.2 Condensed consolidated statement for more detailed financial information. For the year ended 31 December 1 IFRS, in GBP 000 2009 2008 Revenue... 17,899 8,353 Gross Profit... 14,205 6,285 Operating profit (loss)... 8,784-1,142 Loss before taxation... -10,948-21,900 Loss for the financial year... -14,270-18,606 Deficit on valuation of financial assets... -34-75 Total comprehensive income for the year... -14,304-18,681 1 Extracted from Bridge Energy UK s audited financial statements for 2009 and 2008. 1.5.3 Condensed statement of comprehensive income Bridge Energy Norge The table below summarizes the condensed statement of comprehensive income for Bridge Energy Norge for the years ended 31 December 2009 and 2008. See Section 11.4.2 Condensed statement of comprehensive income for more detailed financial information. 10

For the year ended 31 December 1 IFRS, in NOK 000 2009 2008 Revenue... 0 0 Total operating expenses... 103,663 61,315 Operating income (loss)... -103,663-61,315 Income (loss) before tax... -108,415-68,069 Net income (loss) for the year... -30,011-24,486 Total comprehensive income... 0 0 Total comprehensive income (loss) for the year, net of tax... -30,011-24,486 1 Extracted from Bridge Energy Norge s audited financial statements for 2009 and 2008. 1.5.4 Condensed consolidated statement of financial position the Group The table below summarizes the condensed consolidated statement of financial position for the Group as at 31 December 2011, 2010 and 2009. See Section 11.2.3 Condensed consolidated statement of financial position for more detailed financial information. As at 31 December As at 31 December 1 (unaudited) IFRS, in NOK 000 2011 2010 2009 Total non-current assets... 1,026,322 871,164 616,590 Total current assets... 242,496 397,406 113,518 TOTAL ASSETS... 1,268,817 1,268,570 730,108 Total equity... 891,209 879,950 527,873 Total non-current liabilities... 236,128 194,632 91,661 Total current liabilities... 141,481 193,987 110,574 Total liabilities... 377,609 388,620 202,235 TOTAL EQUITY AND LIABILITIES... 1,268,817 1,268,570 730,108 1 Extracted from the Company s audited financial statements for 2010. 1.5.5 Condensed consolidated balance sheet Bridge Energy UK The table below summarizes the condensed consolidated balance sheet for Bridge Energy UK as at 31 December 2009 and 2008. See Section 11.3.3 Condensed consolidated balance sheet for more detailed financial information. As at 31 December 1 IFRS, in GBP 000 2009 2008 Total non-current assets... 83,286 109,638 Total current assets... 12,184 12,254 TOTAL ASSETS... 95,470 121,892 Net current (liabilities)/assets... 316-5,882 Total liabilities... -21,706-34,551 Net assets... 73,764 87,341 Total equity shareholders funds... 73,764 87,341 1 Extracted from Bridge Energy UK s audited financial statements for 2009 and 2008. 11

1.5.6 Condensed balance sheet Bridge Energy Norge The table below summarizes the condensed balance sheet for Bridge Energy Norge as at 31 December 2009 and 2008. See Section 11.4.3 Condensed balance sheet for more detailed financial information. As at 31 December 1 IFRS, in NOK 000 2009 2008 Total non-current assets... 79,519 44,911 Total current assets... 148,833 90,623 TOTAL ASSETS... 228,352 135,534 Total equity... 76,915 73,208 Total non-current liabilities... 132,147 52,652 Total current liabilities... 19,289 9,674 Total liabilities... 151,436 62,326 TOTAL EQUITY AND LIABILITIES... 228,352 135,534 1 Extracted from Bridge Energy Norge s audited financial statements for 2009 and 2008. 1.5.7 Summarized statement of changes in equity the Group The table below summarizes the condensed consolidated statement of changes in equity for the Group for the years ended 31 December 2010 and 2009, and the twelve months ended 31 December 2011. See Section 11.2.4 Condensed consolidated statement of changes in equity for more detailed financial information. For the twelve months ended 31 December For the year ended 31 December 1 (unaudited) Amounts in NOK 000 2011 2010 2009 Equity at beginning of period... 879,950 527,873 681,771 Equity at the end of period... 891,209 879,950 527,873 1 Extracted from the Company s audited financial statements for 2010. 1.5.8 Changes in equity Bridge Energy UK The table below summarizes the condensed consolidated changes in equity for Bridge Energy UK for the years ended 31 December 2009 and 2008. See Section 11.3.4 Condensed consolidated changes in equity for more detailed financial information. For the year ended 31 December 1 Amounts in GBP 000 2009 2008 Equity at beginning of period... 87,341 79,743 Equity at the end of period... 73,764 87,341 1 Extracted from Bridge Energy UK s audited financial statements for 2009 and 2008. 12

1.5.9 Changes in equity Bridge Energy Norge The table below summarizes the condensed changes in equity for Bridge Energy Norge for the years ended 31 December 2009 and 2008. See Section 11.4.4 Condensed changes in equity for more detailed financial information. For the year ended 31 December 1 Amounts in NOK 000 2009 2008 Equity at beginning of period... 73,208 79,320 Equity at the end of period... 76,915 73,208 1 Extracted from Bridge Energy Norge s audited financial statements for 2009 and 2008. 1.5.10 Summarized statement of cash flow the Group The table below summarizes the condensed consolidated cash flow statement for the Group for the years ended 31 December 2010 and 2009, and the twelve months ended 31 December 2011. See Section 11.2.5 Condensed consolidated statement of cash flow for more detailed financial information. As at or for the twelve months ended 31 December As at or for the year ended 31 December 1 (unaudited) Amounts in NOK 000 2011 2010 2009 Net cash flow from/(used in) operating activities... 150,344-110,295 136,923 Net cash used in investing activities... -264,535-1,817-65,284 Net cash flow from/(used in) financing activities... -48,623 325,964-89,872 Cash and cash equivalents at end of period... 57,047 219,305 5,600 of which restricted cash at end of period... 2,836 1,341-1 Extracted from the Company s audited financial statements for 2010. 1.5.11 Cash flow statement Bridge Energy UK The table below summarizes the condensed consolidated cash flow statement for Bridge Energy UK for the years ended 31 December 2009 and 2008. See Section 11.3.5 Condensed consolidated cash flow statement for more detailed financial information. As at or for the year ended 31 December 1 Amounts in GBP 000 2009 2008 Net cash from/(used in) operating activities... 14,696-11,947 Net cash used in investing activities... -7,007-72,468 Net cash from financing activities... -9,646 46,489 Cash and cash equivalents at end of period... 601 2,558 1 Extracted from Bridge Energy UK s audited financial statements for 2009 and 2008. 13

1.5.12 Cash flow statement Bridge Energy Norge The table below summarizes the condensed cash flow statement for Bridge Energy Norge for the years ended 31 December 2009 and 2008. See Section 11.4.5 Condensed cash flow statement for more detailed financial information. As at or for the year ended 31 December 1 Amounts in NOK 000 2009 2008 Net cash flow from/(used in) operating activities... -6,356 23,631 Net cash used in investing activities... -81,682-6,151 Net cash flow from/(used in) financing activities... 82,878-9,524 Cash and cash equivalents at end of year... 36,822 41,982 of which restricted cash at end of year... 26,414 26,398 1 Extracted from Bridge Energy Norge s audited financial statements for 2009 and 2008. 1.6 Summary of capitalization and indebtedness 1.6.1 Capitalization The following table sets forth information about the Group s unaudited consolidated capitalization as of 31 December 2011 and adjusted to reflect if the below-mentioned material changes had been in place as at that time for comparative purposes. As of 31 December 2011 Adjustments 1 As adjusted (In NOK 000) (unaudited) (unaudited) (unaudited) Indebtedness Current debt Guaranteed... - - - Secured... 85,033-85,033 Unguaranteed/unsecured... - - - Total current debt... 85,033-85,033 Non-current debt (excl. current portion of long-term debt) Guaranteed... - - - Secured... 94,399-94,399 Unguaranteed/unsecured... - - - Total non-current debt... 94,399-94,399 Total indebtedness (a)... 179,432-179,432 Shareholders equity Share capital... 52,486 10,800 63,286 Legal reserve... 1,000,839 92,200 1,093,039 Other reserves... -162,117 - -162,117 Total equity (b)... 891,209-994,208 Total capitalization (a+b)... 1,070,640 103,000 1,173,640 1 Completion of the Private Placement of NOK 103 million in net proceeds 14

1.6.2 Indebtedness The following table sets forth information about the Group s unaudited net indebtedness as of 31 December 2011 and adjusted to reflect if the below-mentioned material changes had been in place as at that time for comparative purposes. As of 31 December 2011 Adjustments 1,2 As adjusted (In NOK 000) (unaudited) (unaudited) (unaudited) Net indebtedness (A) Cash... 57,211 209,200 266,247 (B) Cash equivalents... - - - (C) Trading securities... - - - (D) Liquidity (A) + (B) + (C)... 57,211 209,200 266,247 (E) Current financial receivables... - - - (F) Current bank debt... - - - (G) Current portion of long-term debt... 85,033-85,033 (H) Other current financial debt... - - - (I) Current financial debt (F) + (G) + (H)... 85,033-85,033 (J) Net current financial indebtedness (I) - (E) - (D)... 27,986-209,200-181,214 (K) Non-current bank loans... 94,399-94,399 (L) Bonds issued... - - - (M) Other non-current loans... - - - (N) Non-current financial indebtedness (K) + (L) + (M). 94,399-94,399 (O) Net financial indebtedness (J) + (N)... 122,385-209,200-86,815 1 Proceeds from sales of Duart oil stock received 16 January 2012, NOK 106.2 million 2 Completion of the Private Placement of NOK 103 million in net proceeds 1.7 Significant changes in the Group s financial or trading position since 31 December 2011 Other than set out below, there has been no significant change in the Group s financial or trading positions since 31 December 2011: January 2012, Bridge Energy was awarded block 49/21c in the UK North Sea in the 26th Seaward Licensing Round by the UK Department of Energy and Climate Change (for details see Sections 9.2 History and development and 9.4.2 The UK Continental Shelf ). January 2012, Bridge Energy Norge announced that it has been awarded 4 new licences in the 2011 APA licencing round, of which one is an operatorship (for details see Sections 9.2 History and development and 9.4.3 Norwegian Continental Shelf ). February 2012, Bridge Energy completed a Private Placement where 10.8 million Placement Shares were subscribed at a subscription price of NOK 10.00 per Placement Share, raising gross proceeds of NOK 108 million (for details see Section 6.1 The Private Placement ). 15

1.8 Directors, management and employees 1.8.1 The Board of Directors The Company s board of directors (the Board or the Board of Directors ) consists of William McCall (Chairman), Cecilie Amdahl, Matthew Joseph Brister, Lynn Helen Calder, John Eason Forrest and Astrid Koppernæs. 1.8.2 Management The Company s management (the Management ) consists of Einar Hans Bandlien (CEO), Thomas Hamilton Reynolds (Deputy CEO), Eystein Westgaard (CFO), James Brunton (Managing Director of Bridge Energy UK), Alfred Kjemperud (Managing Director of Bridge Energy Norge) and Ernest Joseph Edwards (Operations Director of Bridge Energy UK). 1.8.3 Employees As of the date of this Prospectus, the Group has 26.4 employees in total (measured by the average number of man-years). 1.9 Shares and Articles of Association As of the date of this Prospectus, Bridge Energy s registered share capital is NOK 52,486,146, divided into 52,486,146 shares, each with a nominal value of NOK 1. All the Shares are authorized, issued and fully paid in compliance with the Norwegian Public Companies Act. The Shares are registered in the VPS with ISIN NO 0010566235 and traded under ticker BRIDGE. All Shares are vested with equal shareholder rights in all respects. The Company s Articles of Association do not contain any provisions imposing limitations on the ownership or the tradability of the Shares. The Company s Articles of Association are included in Appendix 1 to this Prospectus. 16

1.10 Major shareholders The 20 largest shareholders in Bridge Energy registered in the VPS on 20 February 2012 were: No. Shareholder No. of shares % Type Country 1 State Street Bank and Trust Co. 1.... 14,803,684 28.20% Nom. USA 2 Societe Generale Bank & Trust Lux. 2... 5,408,235 10.30% Nom. LUX 3 JP Morgan Chase Bank... 4,085,074 7.78% Comp. USA 4 Lime Rock Partners III L.P. 3... 2,782,105 5.30% Comp. USA 5 RBC Dexia Investor Service Trust... 2,147,708 4.09% Nom. GBR 6 KLP Aksje Norge VPF... 1,286,904 2.45% Comp. NOR 7 Morgan Stanley & Co LLC... 1,199,355 2.29% Nom. USA 8 HSBC Bank plc... 1,000,000 1.91% Nom. GBR 9 CIBC World Markets Inc.... 973,847 1.86% Nom. CAN 10 Kommunal Landspensjonskasse... 953,473 1.82% Comp. NOR 11 SHB Stockholm Clients Account... 902,240 1.72% Nom. SWE 12 Storebrand Vekst... 809,352 1.54% Comp. NOR 13 Spesialf KLP Alfa Global Energi... 805,400 1.53% Comp. NOR 14 JPMorgan Clearing Corp.... 750,440 1.43% Nom. USA 15 Delphi Norge... 700,000 1.33% Comp. NOR 16 MP Pensjon PK... 650,000 1.24% Comp. NOR 17 DNB NOR SMB... 600,000 1.14% Comp. NOR 18 Swedbank Norge... 537,102 1.02% Comp. NOR 19 JP Morgan Clearing Corp.... 512,817 0.98% Nom. USA 20 Bergen Kommunale Pensjonskasse... 500,000 0.95% Comp. NOR TOP 20... 41,407,736 78,89% Others... 11,078,410 21.11% TOTAL... 52,486,146 100.00% 1 Shares held by Government of the province of Alberta (AIMCo). 2 Shares held by Lime Rock Partners III Luxembourg Holdings S.à r.l. 3 Lime Rock Partners III L.P. has lent 6,278,775 Shares pursuant to a share lending agreement in connection with the settlement under the Private Placement (for further details see Section 6.1.1 Overview and terms of the Private Placement ). After re-delivery of the borrowed Shares to Lime Rock Partners III L.P., which is expected to take place on or around 24 February 2012, Lime Rock Partners will hold in aggregate 15,944,740 Shares, equal to 25.19% of the Shares in the Company (with parts of its holding registered in a nominee account with Societe Generale Bank & Trust Lux.). See Section 14.4 Major shareholders for more detailed shareholder information. 1.11 Related party transactions All transactions with close associates have been carried out at arm s-length prices, are settled on a regular basis and are otherwise effected in accordance with the provisions of the Norwegian Public Limited Companies Act and other applicable laws. See Section 17.1 Related party transactions for further information. 1.12 Research and development, patents and licences The Company does not incur any research or development costs nor does it have any intellectual property or patents. The Company does not hold any material research or development patents. The Company relies on its oil and gas licences in order to conduct its exploration, development and production business. See Section 9.4 Operations for a detailed description of the Company s material oil and gas 17

licences. The Company is not dependent on any other industrial, commercial or financial contracts or new manufacturing processes. 1.13 Trend information and other factors that may affect the operations of the Company The Company has not experienced any significant trends that are significant to the Company after 31 December 2011. Other than set out below, the Company is not aware of any trend, commitment, event or uncertainty that is reasonably expected to have a material effect on the Company s business for at least the current financial year. There are, however, many uncertainties inherent in the oil exploration and production business and operations in foreign countries that could have material adverse effects on the Company s business. See the Section 2 Risk factors for further particulars. Further, the Company is not aware of any governmental, economic, fiscal, monetary or political policies or factors that may material effect the operations of the Company, other than those described in Section 2 Risk factors. The planned maintenance shutdown of the Duart field tie back point, the Tartan platform commenced on 3 October 2011 and has been extended to cater for additional platform health and safety related work scopes. Tartan owners have advised the shutdown is expected to last until mid- March 2012. The timing of when the Duart production will recommence will have a material impact on the Company s revenues and cash flows. 1.14 Summary of risk factors A number of risk factors may have a material adverse effect on the Group, as well as on the trading value of the Shares. Below is a brief summary of the risk factors described in Section 2 Risk factors. Please note that the risks described in Section 2 Risk factors are not the only risks that may affect the Company and the trading value of the Shares. Additional risks not presently known to the Company, or which are currently deemed immaterial, may also have a material adverse effect on the Company, and on the trading value of the Shares. 1.14.1 Risks relating to the Group and its business The Group s success is dependent on its ability to appraise, find, acquire, develop and commercially produce oil and gas reserves that are economically recoverable Reserves and resources information represents estimates which may be inaccurate or incorrect The Group may miss out on exploration opportunities if it is unable to successfully coordinate its exploration projects The Group may be unable to acquire, retain, convert or renew the licences, permits and other regulatory approvals necessary for its operations Appraisal and exploration projects do not necessarily result in a profit on the investment or the recovery of costs The Group cannot accurately predict its future decommissioning liabilities The Group will be required to make substantial capital expenditures for the acquisition, exploration, development and production of oil and gas reserves in the future The marketability of oil and gas production, oil and gas price risk and market perception Changes in the legislative and fiscal framework may affect the Group s profitability The Group is exposed to significant compliance costs and liabilities in respect of environmental and HSE matters The oil and gas industry is highly competitive 18

The Group relies on third parties to operate some of its petroleum licences The Group s production, development and exploration activities are dependent on the availability of capital, third party contractors and infrastructure The Group is exposed to the risk of joint and several liabilities with its licence partners The Group holds a number of licences in their initial terms The Group may experience unexpected shutdowns and accidents at its facilities The Group is dependent on attracting and retaining personnel The Group s production is currently concentrated on two fields The Group is exposed to risks associated with labour disputes The Group is exposed to risks associated with legal disputes The Group is exposed to the risk of damaged equipment and insurance policies The Group may incur liability for the acts and omissions of oil field services providers The Groups is exposed to risks associated with borrowing and leverage The Group s debt arrangements may restrict its business Macroeconomic risks could result in an adverse impact on the Group s financial condition The Company s parent company responsibility to the UK government and the Norwegian government may materialize The Group is exposed to risks associated with development of a discovery The Group is exposed to financial liquidity risk The Group is exposed to the risk associated with exchange rate fluctuations The Group s tax liability could increase substantially as a result of changes in, or new interpretations of, tax laws in the countries where the Group is operating The Group relies on a single contractual counterparty for a fixed term in relation to the sale of its natural gas production volumes The Group relies on a single contractual counterparty for a fixed term in relation to the sale of its crude oil production volumes The Group may experience losses and will face other risks as a result of hedging a portion of its production 1.14.2 Risks factors relating to the Shares The market price of the Shares may fluctuate significantly in response to a number of factors, many of which may be out of the Company s control Liquidity of the Shares The Subscription Rights cannot be exercised for Offer Shares by U.S. persons except under certain circumstances, by U.S. persons that are QIBs as defined under Rule 144A under the U.S. Securities Act and transfer of the Offer Shares may be subject to restrictions under the securities laws of the United States and other jurisdictions and may be limited No due diligence investigations have been conducted for the purpose of the Repair Offering, consequently, the Group may be subject to material losses or claims which neither the Group nor the Manager are aware of at the date of this Prospectus The Company has broad discretion in the use of the net proceeds of this Repair Offering and may not use them effectively Additional risk for holders of Company's Shares that are registered in a nominee account 19

Dilution Limitations on the ability to make claims against the Company The Company's investors outside of Norway are subject to exchange rate risk 1.15 Advisors and auditor Fondsfinans ASA (the Manager ) have been retained as manager for the Company in connection with the Private Placement and the Repair Offering. Advokatfirmaet Thommessen AS (Norwegian law) is acting as legal advisor to the Company in relation to the Private Placement and the Repair Offering. The Company s auditor is Ernst & Young AS, Dronning Eufemias gate 6, 0191 Oslo, Norway ( E&Y ). 1.16 Documents on display Copies of the following documents will be available for inspection at Bridge Energy s registered office during normal business hours on Monday to Friday each week (except for public holidays) for a period 12 months from the date of this Prospectus: the Memorandum of Incorporation and the Articles of Association; the audited financial statements of the Company for the year ended 31 December 2010; the unaudited financial statements of the Company for the three and twelve months ended 31 December 2011; the audited financial statements of the Company s subsidiaries, Bridge Energy UK and Bridge Energy Norge, for the years ended 31 December 2009 and 2008; and this Prospectus. Copies of this Prospectus may also be obtained from the Manager during the same 12 month period. 20

2 RISK FACTORS 2.1 General Investing in the Shares involves inherent risks. Before deciding whether or not to participate in the Repair Offering, an investor should consider carefully all of the information set forth in this Prospectus, and in particular, the specific risk factors set out below. An investment in the Shares is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the investment. If any of the risks described below materialize, individually or together with other circumstances, they may have a material adverse effect on the Company s business, financial condition, results of operations and cash flow, which may cause a decline in the value and trading price of the Shares that could result in a loss of all or part of any investment in the Shares. The order in which the risks are presented below is not intended to provide an indication of the likelihood of their occurrence nor of their severity or significance. These risks should also be considered in connection with the cautionary statement regarding forward-looking information set forth in Section 4.4 Cautionary note regarding forward-looking statements. 2.2 Risks relating to the Group and its business In common with other companies operating in the oil and gas industry sector, the Group s activities involve a high degree of risk. Future results, including resource recoveries and work programme plans and schedules, will be affected by changes in market conditions, commodity price levels, political or regulatory developments, timely completion of exploration programme commitments or projects, the outcome of commercial negotiations and technical or operating factors. Specific risk factors that should be taken into account include the following: 2.2.1 The Group s success is dependent on its ability to appraise, find, acquire, develop and commercially produce oil and gas reserves that are economically recoverable The Group s long-term commercial success is dependent on its ability to find, appraise, acquire, develop and commercially produce oil and gas reserves. The Group must continually locate and develop or acquire new reserves to replace its existing reserves that are being depleted by production. Significant expenditure is required to establish the extent of oil and gas reserves through seismic and other surveys, as well as drilling, and there can be no certainty that oil and gas reserves for commercial development will be found. All drilling for oil and gas is inherently speculative. The techniques presently available to petroleum engineers and geologists to identify the existence and location of hydrocarbons are not infallible. There are many reasons why the Group may not be able to find or acquire oil and gas reserves or develop them for commercially viable production. For example, the Group may be unable to negotiate commercially reasonable terms for its acquisition, exploration, development or production activities. Factors such as adverse weather conditions, natural disasters, equipment or services shortages, procurement delays or difficulties arising from the political, environmental and other conditions in the areas where the reserves are located or through which the Group s products are transported may increase costs and make it uneconomical to develop potential reserves. Personal subjective judgment of petroleum engineers, and/or geologists, is involved in the selection of any prospect for drilling. In addition, even when drilling successfully identifies commercial volumes of hydrocarbons, unforeseeable operating problems may render it uneconomic for the Group and its partners to produce oil and natural gas from any particular well. Moreover, the Group is dependent on the competence and 21

judgment of third-party operators in relation to the development of reserves where it is not itself the operator. 2.2.2 Reserves and resources information represents estimates which may be inaccurate or incorrect The process of estimating oil and gas reserves and the cash flows that may be derived from them is very complex. The reserves data and associated cash flow information relating to the Group set out in this Prospectus are estimates only. In general, estimates of the quantity and value of economically recoverable oil and gas reserves, and the possible future net cash flows are based upon a number of variable factors and assumptions, such as historic production rates, ultimate reserves recovery, interpretation of geological and geophysical data, timing and amount of capital expenditures, marketability of oil and gas, royalty rates, continuity of current fiscal policies and regulatory regimes, future oil and gas prices, operating costs, development and production costs, export infrastructure access and tariff costs and work over and remedial costs, all of which may vary materially from actual results. Estimates are also to some degree speculative, and classifications of reserves are only attempts to define the degree of speculation involved. For these reasons, estimates of the economically recoverable oil and gas reserves attributable to a particular group of properties, the classification of such reserves based on risk of recovery and estimates of expected future net revenues prepared by different engineers, or by the same engineers at different times may vary. As a result, the estimates of the Group s reserves may require substantial upward or downward revisions if subsequent drilling, testing and production reveal differences. Any downward adjustment could indicate lower future production and thus adversely and materially affect the Group s financial condition, future prospects and market value. Furthermore, a decline in the Group s reserves may materially affect its ability to raise or access sufficient capital for its future operations. Unless stated otherwise, the hydrocarbons reserves and resources data contained in this Prospectus are derived from the Group s Annual Statement of Reserves. There are uncertainties inherent in estimating the quantity of reserves and resources and in projecting future rates of production, including factors beyond the Group s control. Results of drilling, testing and production subsequent to the date of an estimate may result in material revisions to original estimates. The reserves and resources data contained herein and in the Annual Statement of Reserves are estimates only and should not be construed as representing exact quantities. The nature of reserve quantification studies means that there can be no guarantee that estimates of quantities and quality of oil and gas disclosed will be available for extraction. Therefore, actual production, revenues, cash flows, royalties and development and operating expenditures may vary from these estimates. Such variances may be material. Resources estimates contained in this Prospectus are based on production data, prices, costs, ownership, geophysical, geological and engineering data, and other information assembled by the Group (which they may not necessarily have produced). The estimates may prove to be incorrect and potential investors should not place reliance on the forward looking statements contained herein (including data contained in the Annual Statement of Reserves or taken from the Annual Statement of Reserves and whether expressed to have been certified by competent persons or otherwise) concerning the Group s reserves and resources or production levels. Whilst reserves are stated in accordance with the Society of Petroleum Engineers ( SPE ) / the World Petroleum Congress ( WPC ) reserves and resources definitions, prospective investors should be aware that certain categories of reserves and resources (such as prospective and contingent resources) are inherently less certain than other categories (such as 1P or 2P reserves). Hydrocarbon resources and reserves estimates are expressions of judgment based on knowledge, experience and industry practice. They are therefore imprecise and depend to some extent on interpretations, which may 22

prove to be inaccurate. Estimates that were reasonable when made may change significantly when new information from additional analysis and drilling becomes available. This may result in alterations to development and production plans which may, in turn, adversely affect operations. If the assumptions upon which the estimates of the Group s hydrocarbon reserves or resources have been based prove to be incorrect, the Group or the operators of assets in which they have interests may be unable to recover and produce the estimated levels or quality of hydrocarbons set out in this Prospectus and the Group s business, financial condition or results of operations could be materially adversely affected. 2.2.3 The Group may miss out on exploration opportunities if it is unable to successfully co-ordinate its exploration projects As part of the Group s operations, the Group may undertake exploration projects. These projects require the co-ordination of a number of activities including obtaining seismic data, obtaining partner approvals and securing rig capacity for the necessary drilling. There are long lead times to arrange these activities and, if the Group fails to successfully co-ordinate the timely delivery or completion, as the case may be, of any of these activities, it may miss out on exploration opportunities or may be required to make additional expenditure. 2.2.4 The Group may be unable to acquire, retain, convert or renew the licences, permits and other regulatory approvals necessary for its operations The ability of the Group to develop and exploit oil and gas reserves depends on the Group s continued compliance with the obligations of its current production licences and the Group s ability to convert its exploration opportunities into production licences. The Group depends on licences whose grant and renewal are subject to the discretion of the relevant governmental authorities and cannot be assured. It is also possible that the Group may be unable or unwilling to comply with the terms or requirements of the licences it holds, including the meeting of specified deadlines for prescribed tasks and other obligations set out in the work programs attached to the licences, in circumstances that entitle the relevant authority to suspend or withdraw the terms of such licence. Noncompliance with these obligations may give rise to enforcement action by the relevant authorities, who may agree to waivers and extensions or may require remedial action, but who are also entitled to revoke the licences in such circumstances. Moreover, some of the production licences may expire before the end of what the Group estimates to be the productive life of its licenced fields. There is no assurance that the Group will be able to secure extensions to the terms of its licences. Any premature termination, suspension or withdrawal of licences may have a material adverse effect on the Group s business, results of operations and financial condition. 2.2.5 Appraisal and exploration projects do not necessarily result in a profit on the investment or the recovery of costs Oil and gas appraisal and exploration activities are capital intensive and inherently uncertain in their outcome. Bridge Energy's future oil and gas appraisal exploration projects may involve unprofitable efforts, either from dry wells or from wells that are productive, but do not produce sufficient net revenues to return a profit after development, operating and other costs. Completion of a well does not guarantee a profit on the investment or recovery of the costs associated with that well. In addition, drilling hazards or environmental damage could greatly increase the cost of operations, and various field operating conditions may materially adversely affect the production from successful wells. These conditions include delays in obtaining governmental approvals or consents, shut-ins of connected wells resulting from extreme weather conditions, insufficient 23

storage or transportation capacity or adverse geological conditions. While diligent well supervision and effective maintenance operations can contribute to maximizing production rates over time, production delays and declines from normal field operating conditions cannot be eliminated and may materially adversely affect the Group's revenues and cash flows. 2.2.6 The Group cannot accurately predict its future decommissioning liabilities The Group has in the past, through its license interests, assumed certain obligations in respect of the decommissioning of its fields and related infrastructure and is expected to assume additional decommissioning liabilities in the future. These liabilities are derived from legislative and regulatory requirements concerning the decommissioning of wells and production facilities and require the Group to make provisions for and/or underwrite the liabilities relating to such decommissioning. It is difficult to accurately forecast the costs that the Group will incur in satisfying its decommissioning obligations. When its decommissioning liabilities crystallise, the Group will be jointly and severally liable for them with other former or current partners in the field. In the event that other partners default on their obligations, the Group will remain liable and its decommissioning liabilities could be magnified significantly through such default. Any significant increase in the actual or estimated decommissioning costs that the Group incurs may materially adversely affect its financial condition. 2.2.7 The Group will be required to make substantial capital expenditures for the acquisition, exploration, development and production of oil and gas reserves in the future The Group will be required to make substantial capital expenditures for the acquisition, exploration, development and production of oil and gas reserves in the future. Such capital expenditures could be covered by revenues, new equity or by obtaining new debt. If the Group s revenues decline, if the Group is unable to attract investors to increase the Company s equity, or if new debt arrangements are not accessible (or only on unattractive commercial terms), the Group may experience a limited ability to undertake or complete future exploration programmes, development investments and/or acquisitions. There can be no guarantee that cash generated by operations or additional debt or equity financing will be available or will be sufficient to meet the Group s funding requirements in the longer term to pursue its future strategic decisions or that, if additional debt or equity financing is available, it will be on terms acceptable to the Group. The Group s inability to access sufficient capital for its operations may have a material adverse effect on its financial condition, results of operations and prospects. 2.2.8 The marketability of oil and gas production, oil and gas price risk and market perception The marketability of oil and gas produced by the Group is affected by and dependent on numerous factors beyond the Group s control, the precise effects of which cannot be predicted. These factors include market fluctuations, general economic activity, action taken by other oil and gas producing nations, proximity, distance to markets and capacity of oil and gas processing equipment, availability of transportation capacity, the availability and pricing of other competitive fuels and government regulations such as regulations relating to taxation, royalties, production levels, imports and exports, land tenure and land use, health and safety and the environment. The profitability and cash flow of the Group s operations will be dependent, inter alia, upon the market price of oil and/or gas from time to time, which has fluctuated widely in the past. It is impossible to accurately predict future oil and gas price fluctuations. Accordingly, oil and gas prices may not remain at their current levels. The profitability of producing from some of the Group s wells may change as a result of lower prices, which could result in a material reduction in the volumes of the Group s reserves if some are no longer economically viable to develop. This could 24

result in a material decrease in the Group s net production revenue causing a reduction in its oil and gas acquisition, development and exploration activities, and in turn have a material adverse effect on the Group s results of operation financial condition. 2.2.9 Changes in the legislative and fiscal framework may affect the Group s profitability Changes in the legislative and fiscal framework governing the activities of companies engaged within the oil and gas sector, such as the Group, may have a material impact on exploration and development activity or directly affect the Group s operations. In particular, changes in political regimes will constitute a material risk factor should the Group s commence operations in other countries than the United Kingdom and Norway. In order to conduct its operations in compliance with applicable laws and regulations, the Group must obtain licences and permits from various governmental authorities. There can be no assurance that the Group will be able to obtain all necessary licences and permits. Furthermore, the Group may incur substantial costs in order to maintain its compliance with existing laws and regulations and significant additional costs if these laws and regulations are revised, or if new laws affecting the Group s operations are passed. 2.2.10 The Group is exposed to significant compliance costs and liabilities in respect of environmental and HSE matters The Group s operations and assets are affected by numerous international, EU and national laws and regulations concerning environmental and HSE matters. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with oil and gas operations. The legislation also requires that wells and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with environmental legislation may require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation, moreover, is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of oil, natural gas or other pollutants into the air, soil or water may give rise to material liabilities to relevant governments and third parties and may require the Company to incur material costs to remedy such discharge. No assurance can be given that environmental laws will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise materially adversely affect the Company s financial condition, results of operations or prospects. The Group s operations and assets are affected by numerous international, EU and national laws and regulations concerning health and safety and environmental ( HSE ) matters including, but not limited to, those relating to the health and safety of employees, discharges of hazardous substances into the environment and the handling and disposal of waste. The technical requirements of these laws and regulations are becoming increasingly complex, stringently enforced and expensive to comply with and this trend is likely to continue. The failure to comply with current HSE laws and regulations has resulted and may in the future result in regulatory action, the imposition of fines or the payment of compensation to third parties which each could in turn have a material adverse effect on the Group s business, financial condition and results of operations. Certain HSE laws that will apply to the Group s business provide for strict, joint and several liability without regard to negligence or fault for natural resource damages, health and safety, remediation and clean-up costs of spills and other releases of hazardous substances, and such laws may impose material liability for personal injury or property damage as a result of exposure to hazardous substances. Further, such HSE laws and regulations may expose the Group to liability for the conduct of others or for acts that complied with all applicable HSE laws when they were performed. In addition, the enactment of new HSE laws or regulations or stricter enforcement or new 25

interpretations of existing HSE laws or regulations could have a significant impact on the Group s operating costs and require further significant expenditure to modify operations, install pollution control equipment, perform clean-up operations, curtail or cease certain operations, or pay significant fines or make other significant payments for pollution, discharges or other breach of HSE requirements. There can be no assurances that the Group will be able to comply with such HSE laws in the future. The failure to comply with current HSE laws and regulations has resulted, and may in the future result, in regulatory action, imposition of significant fines or payment of significant compensation to third parties. 2.2.11 The oil and gas industry is highly competitive The oil and gas industry is highly competitive in all its phases. There is strong competition for the discovery and acquisition of properties considered to have commercial production potential. The Company competes with other exploration and production companies, many of which include major international oil and gas companies with greater financial resources, staff and facilities than those of the Group. Due to this competitive environment, the Group may be unable to acquire attractive suitable properties or prospects on terms that it considers acceptable. As a result, the Group s revenues may decline over time, thereby materially adversely affecting its results of operations or financial condition. 2.2.12 The Group relies on third parties to operate some of its petroleum licences The Group operates certain of its petroleum licences, however, several of its current development and production assets are operated by third parties as further specified in Section 9.4 Operations. The operating agreements with third party operators typically provide for a right of consultation or consent in relation to significant matters and generally impose standards and requirements in relation to the operator s activities. Nevertheless, the Group generally has limited control over the day-to-day management or operations of those assets and is therefore dependent upon the third party operator. A third party operator s mismanagement of an asset may result in significant delays or materially increased costs to the Group. The Company s return on assets operated by others will therefore depend upon a number of factors that may be outside the Company s control, including the timing and amount of capital expenditures, the operator s expertise and financial resources, the approval of other participants, the selection of technology and risk management practices. 2.2.13 The Group s production, development and exploration activities are dependent on the availability of capital, third party contractors and infrastructure The Group s oil and gas production and development projects rely on the availability of drilling equipment, access to third party owned and operated infrastructure on reasonable commercial terms. Such services may be scarce and may not be readily available at the times and places required. Due to this strong competition for drilling rigs, the Group have entered into, and may also in the future enter into, charter parties for drilling rigs with significant financial commitments for the Group before the Group s ability to utilize the chartered rig has been finally determined. Even where the Group has secured rigs under a contract, the rigs will usually only be available for use after the current user has finished its drilling programme. If there are delays in the completion of the user s drilling programme, the Group could be delayed in procuring contracted rigs. Under the terms of their licences, the Group may have a commitment to drill within a certain time frame. The Group therefore risks losing licences if it is delayed in obtaining rigs and thus not meeting its drilling commitments. Shortages or the high cost of drilling rigs, equipment, supplies, personnel or oilfield services could delay or materially adversely affect the Group s production, development and exploration operations, which could have a material adverse effect on its business, financial condition or results of operations. 26

Further, there may be significant competition with other resource owners for access to such infrastructure, which could result in less favourable commercial terms for the Group. Project timings may also be impacted by infrastructure tie-in access issues. In addition, the Group has very limited control over how efficiently the processing and export infrastructure may be operated and poor operating efficiency could result in increased production downtime and/or increased transportation and processing costs to the Group. The scarcity of third party services and equipment as well as any increases in their costs, together with the failure of a third party provider or supplier to perform its contractual obligations, or an inability to achieve a commercially viable contract with a third party provider or supplier could delay, restrict or lower the profitability and viability of the Group s activities. This could have a material adverse impact on the Group s business, the results of operations or financial condition. 2.2.14 The Group is exposed to the risk of joint and several liabilities with its license partners There is a risk of the Group s counterparts not having the financial ability to meet their obligations and there can be no assurance that losses will not occur in the future and impact the Group s earnings and cash balances. The Group is liable on a joint and several basis together with its license partners for certain of the liabilities of the specific license group. Such liability may apply both to licenses in their initial term and to producing licenses. These liabilities could be derived from legislative and regulatory requirements and/or from agreements with third parties entered into on behalf of the specific license group. Failure by a license partner to fulfil its financial obligations may therefore increase the Group s exposure related to the license in question. Any significant increase in costs as a consequence of joint and several liabilities may materially adversely affect the financial condition of the Group. 2.2.15 The Group holds a number of licenses in their initial terms The Group holds a number of interests in exploration licences or in other licences that are in their initial terms. In the early stages or in the exploration period of a licence, the knowledge about the reservoir and other properties of the licences area is limited and licenses may be relinquished based on the exploration results. These early stages of the term of a licence require high levels of relatively speculative capital expenditure without a commensurate degree of certainty of a return on that investment. In addition, the Group s right to exploit many of its oil and gas assets is limited in time. There is no guarantee that such rights can be extended or that new rights can be obtained to replace any rights that expire. Although title reviews may be conducted prior to the purchase of oil and gas producing properties or the commencement of drilling wells, such reviews do not guarantee that an unforeseen defect in the chain of title will not arise to defeat the Group s claim, which could result in a reduction of the revenue received by the Group. 2.2.16 The Group may experience unexpected shutdowns and accidents at its facilities Mechanical problems, accidents, oil leaks or other events at the Group s producing fields or its pipelines or subsea infrastructure may cause an unexpected production shutdown at these fields. Any unplanned production shutdown of the Group s facilities could have a material adverse effect on the Group s business, financial condition and results of operations. The licences held by the Group are offshore, and the Group may also decide to develop other offshore fields. Exploration and production on offshore fields may significantly increase the risks involved. The risk may increase both regarding the probability that a shutdown or an accident occurs, and the consequence of such a shutdown or accident may be more severe. 27

2.2.17 The Group is dependent on attracting and retaining personnel The Group s success depends, to a large extent, on certain of its key personnel. The loss of the services of any key personnel could have a material adverse effect on the Group. The competition for qualified personnel in the oil and gas industry is intense. There can be no assurance that the Group will be able to continue to attract and retain all personnel necessary for the development and operation of its business. 2.2.18 The Group s production is currently concentrated on two fields The Group s current production of oil and gas is concentrated on two offshore fields and its results of operations and financial condition could be materially adversely affected in the event adverse issues arise on those fields. 2.2.19 The Group is exposed to risks associated with labour disputes The Group s contractors or service providers may be limited in their flexibility in dealing with their staff due to the presence of trade unions among their staff. If there is a material disagreement between contractors or service providers and their staff belonging to trade unions, the Group s operations could suffer an interruption or shutdown that could have a material adverse effect on its business, results of operations or financial condition. 2.2.20 The Group is exposed to risks associated with legal disputes The Group may from time to time become involved in legal disputes and legal proceedings related to the Group s operations or otherwise. Damages claimed under any litigation are difficult to predict, and may be material. The outcome of such litigation may materially impact the Group s business, results of operations or financial condition. While the Group will assess the merits of each lawsuit and defend itself accordingly, it may be required to incur significant expenses or devote significant resources to defending itself against such litigation. In addition, adverse publicity surrounding such claims may have a material adverse effect on the Group s business, financial condition and results of operations. See Section 17.2 Disputes for more information regarding legal disputes. 2.2.21 The Group is exposed to the risk of damaged equipment and insurance policies Oil and gas exploration, development and production operations are inherently risky and hazardous. Risks typically associated with these operations include unexpected formations or pressures, premature decline of reservoirs and the intrusion of water into producing formations. Losses resulting from the occurrence of any of these risks could have a material adverse effect on the Group s results of operations, liquidity and financial condition. Hazards typically associated with offshore oil and gas exploration, development and production operations include, but are not limited to, fires, explosions, blowouts, marine perils, including severe storms and other adverse weather conditions, vessel collisions, gas leaks and oil spills, each of which could result in substantial damage to oil and gas wells, production facilities, other property and the environment or in personal injury. Oil and gas production and storage facilities could be direct targets of terrorist attacks and the Group s operations could be adversely impacted if infrastructure integral to the Group s operations is destroyed or damaged. Costs associated with insurance and other security measures may increase as a result of these threats and some insurance coverage may become more difficult to obtain, if available at all. Although the Group obtains, and will obtain in the future, insurance prior to drilling in accordance with industry standards to cover certain of these risks and hazards, insurance is subject to limitations on liability and, as a result, may not be sufficient to cover all of the Group's losses. In addition, the risks or hazards associated with the Group s offshore operations may not in all 28

circumstances be insurable or, in certain circumstances, the Group may elect not to obtain insurance to deal with specific events due to the high premiums associated with such insurance or for other reasons. The occurrence of a significant event against which the Group is not fully insured, or the insolvency of the insurer of such event, could have a material adverse effect on the Group s business, financial condition, results of operations and prospects. 2.2.22 The Group may incur liability for the acts and omissions of oil field services providers The Group may be subject to material liability claims due to the inherent hazardous nature of its business or for act and omissions of sub-contractors and other service providers. 2.2.23 The Group is exposed to risks associated with borrowing and leverage Borrowings create leverage. To the extent income derived from assets obtained with borrowed funds exceeds the interest and other expenses that the Group has to pay, the net income will be greater than if borrowing were not made. Conversely, if the income from the assets obtained with borrowed funds is not sufficient to cover the cost of such borrowings, the net income of the Group will be less than if borrowings were not made. The Group will borrow only when it is believed that such borrowings will be beneficial after taking into account considerations such as the costs of the borrowings and the likely returns on the assets purchased with the borrowed money, but no assurance can be given that the Group will be successful in this respect. Any breach of existing covenants and undertakings with a subsequent acceleration (full or part repayment before maturity) of outstanding debt would have a material adverse effect on the Group s financial condition. Further, events in the credit markets in recent years have significantly restricted the supply of credit, as financial institutions have applied more stringent lending criteria or exited the market entirely. If current market conditions continue, it will be more costly and more difficult for the Group to refinance any debt it may incur as it falls due in the longer term. In addition, it has become, and may become, more costly to raise new funds to take advantage of opportunities. 2.2.24 The Group s debt arrangements may restrict its business The Group has entered into a new reserve based lending facility with the Royal Bank of Scotland under which the lenders will provide up to GBP 42 million to Bridge Energy UK, as further described in Section 12.7.2 Financing arrangements of this Prospectus. If any of these conditions are not met within the timescale specified then the funding may not be made available and this may have a material adverse effect of the Group's ability to fund its commitments under its contractual arrangements in relation to the Phase II development of the Victoria field and consequently its business, prospects, financial condition and results of operations may be materially affected. The Group s debt arrangements contain several restrictive covenants which are not unusual for these types of facilities, including, but not limited to, restrictions on assets sales and acquisitions, investments, the ability to pay dividends or other capital distributions, and the possibility to raise additional financial indebtedness. Existing financial covenants also restrict the Group in various ways in terms of how the Group may conduct its business, which could imply that the Group is restricted in responding to changing market conditions or in pursuing favourable business opportunities. Further, the Group will have to dedicate a substantial portion of its cash flow from operations to service debt. If the terms of the facility agreement are breached an event of default will (subject in certain circumstances to appropriate grace periods and materiality) occur and the bank will be entitled to cancel all commitments and accelerate the facility. The amount available under the facility is in part dependent on the reserves of the fields which are subject to re-determination by the bank. The 29

amounts available for drawdown under the facility may be reduced following re-determination and, if funds available under the facility are insufficient, the Group would have to source funds elsewhere, which it may not be able to do on commercially reasonable terms or at all. 2.2.25 Macroeconomic risks could result in an adverse impact on the Group s financial condition In the current global economy, businesses have been facing tightening credit, weakening demand, deteriorating international liquidity conditions and declining markets. If the current global economic environment persists or worsens, the Group may be negatively affected. One of the principal uncertainties for the Group at present is the extent to which the global economic slowdown currently being experienced may feed through into the Group s major operations, and the timing of that impact. The links between economic activities in different markets and sectors are complex and depend not only on direct drivers such as the balance of trade and investment between countries, but also on domestic monetary, fiscal and other policy responses to address macroeconomic conditions. 2.2.26 The Company s parent company responsibility to the UK government and the Norwegian government may materialize It is possible that the Company, under the parent company guarantee rendered to the UK government by the Department of Energy and Climate Change, is held liable to the UK government for the license and decommissioning obligations of its subsidiaries. Further, it is possible that the Company, according the parent company guarantee issued by it to the Norwegian government by the Norwegian Ministry of Oil and Energy, is held liable by the Norwegian government and any Norwegian sovereign entities for any obligations of the Company towards the Norwegian state or any Norwegian sovereign entities. In addition, third parties may hold the Company liable for liability caused by pollution or injuries to persons under such parent company guarantee. 2.2.27 The Group is exposed to risks associated with development of a discovery Norwegian and UK license terms require government consent to be obtained prior to the development of a discovery. It is likely that a development will utilise production, transportation and/or processing infrastructure owned by third parties and accordingly agreements will be required with such third parties. There can be no assurance that the Group will be able to obtain such consents or the necessary agreements and a failure to do so could have a material adverse effect on the Group s revenues, results of operations and financial condition. 2.2.28 The Group is exposed to financial liquidity risk The Group s business requires significant financial liquidity and capital expenditure, and it may, in certain circumstances, need to obtain further external debt and equity financing at a future date. There is no assurance that such additional funding, if required, will be available on acceptable terms at the relevant time and the failure to obtain such financing could have a material adverse effect on the financial condition of the Group. 2.2.29 The Group is exposed to risk associated with exchange rate fluctuations The Group has operations which involve cash flows in a variety of currencies. Although the Group may undertake limited hedging activities in an attempt to reduce certain currency fluctuation risks, these activities provide only limited protection against currency-related losses and currency fluctuations could have a material effect on the financial conditions of the Group. 30

2.2.30 The Group s tax liability could increase substantially as a result of changes in, or new interpretations of, tax laws in the countries where the Group is operating The Group is subject to taxation in the countries where it is operating and is faced with increasingly complex tax laws. The amount of tax the Group pays could increase substantially as a result of changes in, or new interpretations of, these laws, which could have a material adverse effect on its liquidity and results of operations. During periods of high profitability in the oil and gas industry, there are often calls for increased or windfall taxes on oil and gas revenue. Taxes have increased or been imposed in the past and may increase or be imposed again in the future. In addition, taxing authorities could review and question the Group s tax returns leading to additional taxes and penalties which could be material. Any change in the Group s tax status or the tax applicable to holding Shares or in taxation legislation or its interpretation could affect the value of the Shares or the investments held by the Group, affect the Group s ability to provide returns to investors and/or alter the post-tax returns to investors. Statements in this Prospectus concerning the taxation of the Group and its investors are based upon tax law and practice at the date of this Prospectus, which is subject to change. 2.2.31 The Group relies on a single contractual counterparty for a fixed term in relation to the sale of its natural gas production volumes The Group has entered into exclusive agreements with JP Morgan Securities Limited ("JPM") in relation to the sale of its natural gas production volumes at the Theddlethorpe Terminal. With JPM being the sole potential purchaser of the Group's gas production output until 31 December 2012, the Group is therefore subject to the risk of delayed payment for delivered production volumes or counterparty default during the fixed term. Such delays or default could adversely affect the Group s business results and cash flows. 2.2.32 The Group relies on a single contractual counterparty for a fixed term in relation to the sale of its crude oil production volumes The Group has entered into exclusive agreements with Shell Trading And Shipping Company ( STASCo ) in relation to the sale of its crude oil production volumes at the Flotta Oil Terminal. With STASCo being the sole potential purchaser of the Group's gas production output until 31 December 2014, the Group is therefore subject to the risk of delayed payment for delivered production volumes or counterparty default during the fixed term. Such delays or default could adversely affect the Group s business results and cash flows. 2.2.33 The Group may experience losses and will face other risks as a result of hedging a portion of its production To offset the risk of revenue losses if commodity prices decline, the Group has entered into hedging bridges to receive fixed prices on its natural gas and oil production. In accordance with its hedging arrangements, the Group has the right to impose a put option (requirement to buy) on JPM at a defined price depending on the month and volume of gas or oil. Conversely in the event of a high gas or oil price, JPM has the right to impose a call option (requirement to sell) on Bridge Energy (SNS) Ltd at a defined price depending on the month and volume of gas or oil. Any production shortfalls that result in the Group having significantly less production than it has hedged would result in the Group being required to make payments where it has had no offsetting sales of production. There can be no assurance that the Group will not be required to make large payments in connection with its hedging transactions in the future. If this were to happen, the remainder of the Group's business may be adversely affected. In addition, hedging agreements expose the Group to risk of financial loss in circumstances where the counterparty to a hedging contract defaults on its contractual obligations. A parent company guarantee has been issued by Bridge Energy to JPM for $2.5mm to cover any shortfalls. 31

2.3 Risks factors relating to the Shares 2.3.1 The market price of the Shares may fluctuate significantly in response to a number of factors, many of which may be out of the Company s control The share price of publicly traded companies can be highly volatile. The price at which the Shares may be quoted and the price which Shareholders may realise for their Shares will be influenced by a large number of factors, some specific to the Company and its operations and some which may affect the industry as a whole or quoted companies generally. These factors include those referred to in this Section 2 Risk factors, as well as the Company s financial performance, the impact of shareholders being released from lock-in restrictions, stock market fluctuations and general economic conditions. Share price volatility arising from such factors may adversely affect the value of an investment in the Shares. The market price of the Shares may not reflect the underlying value of the Group s net assets. The trading price of the Shares could fluctuate significantly in response to a number of factors beyond the Group s control, including, but not limited to, quarterly variations in operating results, adverse business developments, changes in financial estimates and investment recommendations or ratings by securities analysts, or any other risk discussed herein materializing or the anticipation of such risk materializing. In recent years, the global stock markets have experienced extreme price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies. Those changes may occur without regard to the operating performance of these companies. The price of the Group s Shares may therefore fluctuate based upon factors that have little or nothing to do with the Group, and these fluctuations may materially affect the price of its Shares. Further, the market price of the Shares could decline as a result of sales of a large number of Shares in the market or the perception that these sales could occur, or any sale of Shares by any of the Group s major shareholders or primary insiders from time to time. These sales, or the possibility that these sales may occur, might also make it more difficult for the Group to issue or sell equity securities in the future at a time and at a price it deems appropriate. 2.3.2 Liquidity of the Shares As at 20 February 2012 approximately 79% of the share capital of the Company was held by the 20 largest shareholders. This may limit the Shares' liquidity in the trading market and such limited liquidity may have a negative impact on the liquidity of the Shares and result in a low trading volume of the Shares, which could have an adverse effect on the then prevailing market price for the Shares. 2.3.3 The Subscription Rights cannot be exercised for Offer Shares by U.S. persons except under certain circumstances, by U.S. persons that are QIBs as defined under Rule 144A under the U.S. Securities Act and transfer of the Offer Shares may be subject to restrictions under the securities laws of the United States and other jurisdictions and may be limited The Offer Shares have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws or any other jurisdiction and are being offered and sold under an exemption to registration under the U.S. Securities Act. The Subscription Rights cannot be exercised for Offer Shares by U.S. persons except, under certain circumstances, by U.S. persons that are QIBs as defined under Rule 144A under the U.S. Securities Act. You may not transfer or resell the Offer Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable 32

securities law of any state or other jurisdiction in the United States and, accordingly, you may be required to bear the risk of the investment for an indefinite period of time. See Section 7.2 United States shareholders. In addition, there can be no assurances that shareholders residing or domiciled in the United States will be able to participate in future capital increases or rights offerings. 2.3.4 No due diligence investigations have been conducted for the purpose of the Repair Offering, consequently, the Group may be subject to material losses or claims which neither the Group nor the Manager are aware of at the date of this Prospectus No due diligence has been conducted for the purpose of the Repair Offering. A due diligence process is an investigation into the business of a company focusing on matters of relevance, such as operational, financial and legal matters, to the business decision which is to be made on the basis of such the investigations. The lack of a due diligence investigation may lead to not having identified matters of importance to the Repair Offering. 2.3.5 The Company has broad discretion in the use of the net proceeds of this Repair Offering and may not use them effectively The Company intends to use the net proceeds from the Repair Offering to strengthen the Company s balance sheet and working capital and finance the development of the Victoria Phase IIfield. As a result, management will have broad discretion in the application of the net proceeds from this Repair Offering and could spend the proceeds in ways that do not improve the Company's results of operations or enhance the value of the Shares. Pending their use, the Company may invest the net proceeds from this Offering in a manner that does not produce income or that loses value. 2.3.6 Additional risk for holders of Company's Shares that are registered in a nominee account Beneficial owners of the Shares that are registered in a nominee account may not be able to exercise voting rights and other shareholder rights as readily as shareholders whose Shares are registered in their own names with the VPS prior to the Company s general meetings. The Company cannot guarantee that beneficial owners of the Shares will receive the notice for a general meeting in time to instruct their nominees to either effect a re-registration of their Shares or otherwise vote for their Shares in the manner desired by such beneficial owners. However, the Company intends to include details within the notice for a general meeting as to how the reregistration can be effected. 2.3.7 Dilution Shareholders not participating in future share issues may be diluted and pre-emptive rights may not be available to shareholders, including, but not limited to shareholders resident in jurisdictions with restrictions having the effect that they will not be granted subscription rights in connection with, or be able to subscribe for new shares in, such offerings. In addition, as detailed in Section 10 Board of Directors, management and employees, the Company has issued various share options. It may in the future issue warrants and/or further options to subscribe for Shares, including (without limitation) to certain advisers, employees, directors, senior management and consultants. The exercise of such warrants and/or options would result in dilution of the shareholdings of other investors. 2.3.8 Limitations on the ability to make claims against the Company The rights of shareholders under a law may differ from the rights of shareholders of companies incorporated in other jurisdictions. The Group s directors are resident of Norway, Canada and the 33

United Kingdom, and a substantial portion of the Group s assets are located in Norway and the United Kingdom. As a result, it may be difficult for investors in other jurisdictions to effect service of process on the Group or its directors and executive officers in such other jurisdictions or to enforce judgments obtained in other jurisdictions against the Group or those persons. 2.3.9 The Company s investors outside of Norway are subject to exchange rate risk The Shares are traded in NOK and any investor outside of Norway who wishes to invest in the Offer Shares, or to sell Shares, will be subject to an exchange rate risk which may cause additional costs to the investor. 34

3 RESPONSIBILITY FOR THE PROSPECTUS This Prospectus has been prepared in connection with the Listing and the Repair Offering described herein. The board of directors of Bridge Energy ASA accepts responsibility for the information contained in this Prospectus. The members of the Board of Directors confirm that, after having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. Asker, 23 February 2012 The Board of Directors of Bridge Energy ASA William McCall (Chairman of the Board) Astrid Koppernæs (Board member) Cecilie Amdahl (Board member) Lynn Helen Calder (Board member) Matthew Joseph Brister (Board member) John Eason Forrest (Board member) 35

4 GENERAL INFORMATION 4.1 Important investor information In making an investment decision, each investor must rely on its own examination, and analysis of, and enquiry into the Group and the terms of the Repair Offering, including the merits and risks involved. None of the Company or the Manager, or any of their respective representatives or advisors, is making any representation to any subscriber or purchaser of the Offer Shares regarding the legality of an investment in the Offer Shares by such subscriber or purchaser under the laws applicable to such subscriber or purchaser. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a purchase of the Shares. The information contained herein is current as of the date hereof and subject to change, completion and amendment without notice. In accordance with Section 7-15 of the Norwegian Securities Trading Act, any significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus, which are capable of affecting the assessment of the Shares between the time when this Prospectus is approved and the date of listing of the New Shares on Oslo Axess, will be included in a supplement to this Prospectus. Neither the publication nor distribution of this Prospectus, nor any sale of Offer Shares made hereunder, shall under any circumstances create any implication that there has been no change in the Group s affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus. Unless indicated otherwise, the source of information included in this Prospectus is the Company. The contents of this Prospectus shall not be construed as legal, business or tax advice. Each reader of this Prospectus should consult its own legal, business or tax advisor as to legal, business or tax advice. If the reader is in any doubt about the contents of this Prospectus, a stockbroker, bank manager, lawyer, accountant or other professional advisor should be consulted. The Company has furnished the information in this Prospectus. The Manager makes no representation or warranty, express or implied, as to the accuracy or completeness of such information, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by the Manager. The Manager disclaims, to the fullest extent permissible by applicable law, any and all liability, whether arising in tort or contract or otherwise, which they might otherwise have in respect of this Prospectus or any such statement. In the ordinary course of their respective businesses, the Manager and certain of its respective affiliates have engaged, and may continue to engage, in investment and commercial banking transactions with the Company. 4.2 Presentation of financial and other information In this Prospectus, all references to NOK are to the lawful currency of Norway, and all references to USD, are to the lawful currency of the United States of America. Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures shown for the same category presented in different tables may vary slightly. The Group s audited financial statements as of and for the years ended 31 December 2010 and 2009 have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ( IFRS ). The Group s unaudited financial statements as of and for the twelve months ended 31 December 2011 and 2010, combined with relevant information in the financial review, have been prepared in accordance with International Accounting Standard ( IAS ) 34. 36

The financial statements for the years ended 31 December 2010 and 2009 have been audited by E&Y. The Company prepares its financial statements in NOK (presentation currency). 4.3 Industry and market data In this Prospectus, the Company has used industry and market data obtained from independent industry publications, market research, and other publicly available information. While the Company has compiled, extracted and reproduced industry and market data from external sources, the Company has not independently verified the correctness of such data. Thus, the Company takes no responsibility for the correctness of such data. The Company cautions prospective investors not to place undue reliance on the above mentioned data. Although the industry and market data is inherently imprecise, the Company confirms that where information has been sourced from a third party, such information has been accurately reproduced and that as far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading. Where information sourced from third parties has been presented, the source of such information has been identified. 4.4 Cautionary note regarding forward-looking statements This Prospectus includes forward-looking statements that reflect the Company s current views with respect to future events and financial and operational performance. All statements other than statements of historical facts included in this Prospectus, including, but not limited to, statements relating to the Company s financial position, the risks specific to the Group s business, the strengths of the Group, business strategy and the implementation of strategic initiatives, as well as other statements relating to the Group s future business development and financial performance, are forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms assumes, projects, forecasts, estimates, expects, anticipates, believes, plans, intends, may, might, will, would, can, could, should or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements are not historic facts. They appear in a number of places throughout this Prospectus and include statements regarding the Company s intentions, beliefs or current expectations concerning, among other things, financial position, operating results, liquidity, prospects, growth, strategies and the industry in which the Group operates. Prospective investors in the Shares are cautioned that forward-looking statements are not guarantees of future performance and that the Group s actual financial position, operating results and liquidity, and the development of the industry in which the Group operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Prospectus. The Company cannot guarantee that the intentions, beliefs or current expectations upon which its forward-looking statements are based will occur. By their nature, forward-looking statements involve and are subject to known and unknown risks, uncertainties and assumptions as they relate to events and depend on circumstances that may or may not occur in the future. Because of these known and unknown risks, uncertainties and assumptions, the outcome may differ materially from those set out in the forward-looking statements. Important factors that could cause those differences include, but are not limited to: the competitive nature of the business the Group operates in and the competitive pressure and changes to the competitive environment in general; earnings, cash flow, dividends and other expected financial results and conditions; the price volatility of oil and gas products; 37

technological changes and new products and services introduced into the Group s market and industry; fluctuations of exchange rates; changes in general economic and industry conditions; political, governmental, social, legal and regulatory changes; dependence on and changes in management and failure to retain and attract a sufficient number of skilled personnel; access to funding; legal proceedings; operating costs and other expenses; environmental and climatological conditions; consequences of mergers and acquisitions in our industry, resulting in fewer but much larger and stronger competitors; acquisitions and integration of acquired businesses; and other factors described in Section 2 Risk factors. Please also see Section 2 Risk factors for specific risks that could affect the Group s future results and could cause results to differ materially from those expressed in the forward-looking statements. The information contained in this Prospectus, including the information set out under Section 2 Risk factors, identifies additional factors that could affect the Group s financial position, operating results, liquidity and performance. Prospective investors in the Shares are urged to read all Sections of this Prospectus and, in particular, Section 2 Risk factors for a more complete discussion of the factors that could affect the Group s future performance and the industry in which the Group operates when considering an investment in the Company. These forward-looking statements speak only as of the date on which they are made. Save as required according to Section 7-15 of the Norwegian Securities Trading Act, the Company undertakes no obligation to publicly update or publicly revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to the Company or to persons acting on the Company s behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this Prospectus. 38

5 BACKGROUND FOR THE PRIVATE PLACEMENT AND THE REPAIR OFFERING The Company resolved to carry out the Private Placement in order to ensure that the desired equity capital was raised in a timely and cost efficient manner. The pre-emptive rights of the current shareholders were waived in order to secure swift access to capital in a strained market. The net proceeds from the Private Placement, which amounts to approximately NOK 103 million, will be used to strengthen the Company s balance sheet and working capital (up to approximately NOK 79 million) and finance the development of the Victoria Phase II-field (up to approximately NOK 24 million). The Repair Offering is being implemented in order to ensure that the Company s shareholders to the extent practically possible are treated equally, by giving shareholders as of 19 January 2012 (as recorded in the VPS on the Record Date) who did not participate in the Private Placement the opportunity to maintain their approximate relative ownership (adjusted for the dilution resulting from non-shareholders who subscribed in the Private Placement) by subscribing for Offer Shares at the same Subscription Price as in the Private Placement. The gross proceeds raised from the Repair Offering will be up to NOK 42 million. The net proceeds from the Repair Offering will be applied towards the same purposes as the net proceeds from the Private Placement. 39

6 THE PRIVATE PLACEMENT AND THE REPAIR OFFERING 6.1 The Private Placement 6.1.1 Overview and terms of the Private Placement On 19 January 2012, after close of trade on Oslo Axess, the Company publicly announced that it had engaged the Manager to advise on, and effect, the Private Placement through an over-night accelerated book built offering of Placement Shares directed towards existing shareholders and other Norwegian and international investors, in each case comprised by an exemption from prospectus and any other filing or registration requirements in the applicable jurisdiction, raising gross proceeds of minimum NOK 80 million and maximum NOK 110 million. The Private Placement was documented by an investor presentation, a term sheet and terms of application. The minimum order and allocation of Placement Shares in the Private Placement was set to the number of Placement Shares equal to an aggregate purchase price of at least the NOK equivalent of EUR 50,000. The final price per Placement Share was to be determined based on, and following, the book-building process by the Board of Directors in consultation with the Manager. Completion of the Private Placement was made conditional upon (i) the Board of Directors making a resolution on the offer price and allocation of the Placement Shares in the Private Placement based on an outcome of the book-building process that it deemed satisfactory in its sole discretion and (ii) approval of the share capital increases required to implement the Private Placement and the Repair Offering by the General Meeting. Following close of the over-night book-building period and prior to opening of trade on Oslo Axess on 20 January 2012, the Company publicly announced that the Private Placement had raised gross proceeds of NOK 108 million, and that a conditional allocation of 10,800,000 Placement Shares at a subscription price of NOK 10 per Placement Share had been made in respect of certain existing shareholders of the Company and other Norwegian and international investors. The conditional allocation of Placement Shares was determined by the Board of Directors, in consultation with the Manager, based on customary allocation criteria such as the investor s relative shareholding in the Company, the size of demand and price limits indicated by the investors, the timing of the investor s indication of interest, the investor's expected holding period for the Placement Shares, the investor s expressed interest in, or knowledge of, investing in the Company, the investor quality, and applicable selling restrictions in the Private Placement. To facilitate prompt delivery of the allocated Placement Shares versus payment for the same on the payment date 13 February 2012, investors in the Private Placement other than the Major Shareholders received already listed secondary Shares made available to the Manager by the Lender pursuant to a share lending agreement, in lieu of the Placement Shares to be issued. Consequently, all allocated Shares in the Private Placement other than the shares allocated to the Major Shareholders, which will be new Placement Shares, were tradable on Oslo Axess at the time of delivery to the investors. The borrowed Shares to be re-delivered to the Lender and the Placement Shares having been allocated to the Major Shareholders will be delivered in the form of the Placement Shares to be issued pursuant to the resolution by the General Meeting pertaining to the Private Placement described under Section 6.1.2 Resolution regarding the Private Placement below. Delivery of the Placement Shares to the Lender and the Major Shareholders will take place following the registration of the share capital increase relating to the Private Placement in the Norwegian Register of Business Enterprises and the publication of this Prospectus, i.e. on or around 24 February 2012. 40

6.1.2 Resolution regarding the Private Placement On 10 February 2012, the General Meeting passed the following resolution to increase the share capital of the Company and to issue the Placement Shares: 1. The share capital is increased by NOK 10,800,000 by the issuance of 10,800,000 new shares with a par value of NOK 1 each. 2. The shares shall be subscribed by Fondsfinans ASA on behalf of, and pursuant to a proxy from, investors who have entered into a subscription agreement with Fondsfinans ASA and been allocated new shares. The shareholders preferential right to the new shares shall be deviated from, cf. Section 10-5 of the Norwegian Public Limited Companies Act. 3. The subscription price is NOK 10 per new share. The contributions shall be made in cash. 4. The shares shall be subscribed in the minutes from the general meeting or on a separate subscription form. The deadline for subscription is 10 February 2012. 5. The payment date is 21 February 2012. Payment shall be made to a bank account nominated by the board of directors. 6. The company shall publish a prospectus approved by the Financial Supervisory Authority of Norway for listing of the new shares on the Oslo Axess. Unless the board determines otherwise, the prospectus shall not be registered with or approved by any foreign prospectus authority. 7. The new shares will give full shareholder rights in the company, including the right to dividends, from the time the share capital increase is registered with the Norwegian Register of Business Enterprises. 8. Section 4 of the articles of association are amended to read as follows: 9. The company s share capital is NOK 63,286,146 divided into 63,286,146 shares, each with a par value of NOK 1. The company s shares shall be registered in VPS. 6.1.3 Conditions for implementation of the Private Placement The completion of the Private Placement was made conditional upon (i) the Board of Directors making a resolution on the offer price and allocation of the Placement Shares in the Private Placement based on an outcome of the book-building process that it deemed satisfactory in its sole discretion and (ii) approval of the share capital increases required to implement the Private Placement and the Repair Offering by the General Meeting. At the date of this Prospectus, both of the conditions for completion of the Private Placement have been satisfied. 6.1.4 Participation of major existing shareholders and members of the Company s management, supervisory and administrative bodies in the Private Placement The following major existing shareholders participated in the Private Placement: Government of the province of Alberta (AIMCo) (was allocated 3,045,600 Placement Shares) Lime Rock Partners III, L.P. (was allocated 924,069 Placement Shares) Lime Rock Partners III Luxembourg Holdings S.à r.l. (was allocated 551,556 Placement Shares) 41

No members of the Management or Board of Directors participated in the Private Placement. The Company is not aware of any conflicting interests of any subscriber in the Private Placement that is material to the Private Placement. 6.1.5 The Placement Shares The Placement Shares will rank pari passu in all respects with the existing Shares and carry full shareholder rights in the Company from the time of registration of the share capital increase pertaining to the Private Placement in the Norwegian Register of Business Enterprises, which is expected to take place on or around 24 February 2012. The Placement Shares will be eligible for any dividends which the Company may declare after said date. The Placement Shares will be issued as ordinary Shares in the Company in accordance with the Norwegian Public Limited Companies Act and delivered electronically in registered form in the VPS. The Placement Shares will be registered with ISIN NO 001 0566235, which is the same ISIN as the Company s existing Shares, and will automatically be listed on Oslo Axess. 6.2 The Repair Offering 6.2.1 General The Repair Offering comprises an offering of up to 4,200,000 Offer Shares at a Subscription Price of NOK 10 per Offer Share, corresponding to gross proceeds of up to NOK 42 million. The Eligible Shareholders will be granted non-transferable Subscription Rights that, subject to applicable securities laws, provide preferential rights to subscribe for and be allocated Offer Shares in the Repair Offering. Over-subscription by Eligible Shareholders and subscription without Subscription Rights by other shareholders of the Company as of 19 January 2012, as recorded in the VPS on the Record Date, will be permitted, provided, however, that there can be no assurance that Offer Shares will be allocated for subscriptions not covered by Subscription Rights. Subscription Rights and Offer Shares will not be issued or sold in certain jurisdictions or to residents of certain jurisdictions. For further information see Section 7 Selling and transfer restrictions. 6.2.2 Resolution regarding the Repair Offering On 10 February 2012, the General Meeting passed the following resolution to increase the share capital of the Company and to issue the Offer Shares: 1. The share capital is increased by minimum NOK 1 and maximum NOK 4,200,000, from NOK 63,286,146 to minimum NOK 63,286,147 and maximum NOK 67,486,146, by the issuance of minimum 1 and maximum 4,200,000 new shares, each with a par value of NOK 1. 2. The company s shareholders as of 19 January 2012, as recorded in the VPS per 24 January 2012, who did not participate in the private placement under item 4 above, shall, subject to applicable restrictions in the relevant jurisdictions of the eligible shareholders, have preferential right to subscribe for the new shares pro rata to their shareholding in the company. Consequently, the shareholders preferential right to the new shares shall be deviated from, cf. Section 10-5 of the Norwegian Public Limited Companies Act. Eligible shareholders shall receive non-transferable subscription rights corresponding to their shareholding as registered in the company s shareholder register in the VPS as per the end of 24 January 2012. The subscription rights will not be listed on Oslo Axess or any other regulated market. Oversubscription and subscription without subscription rights by the company s shareholders as of 19 January 2012, 42

as recorded in the VPS per 24 January 2012, are permitted. No subscription rights will be allocated for the company s treasury shares (if any). 3. The subscription price is NOK 10 per new share. The contributions shall be made in cash. 4. The company shall publish a prospectus approved by the Financial Supervisory Authority of Norway in connection with the repair offering. Unless the board determines otherwise, the prospectus shall not be registered with or approved by any foreign prospectus authority. The new shares cannot be subscribed for by investors in jurisdictions in which it is not permitted to offer new shares. 5. Allocation of new shares shall be made by the board of directors. The following allocation criteria shall apply: (i) (ii) Allocation of new shares to subscribers will be made on the basis of granted subscription rights which have been validly exercised during the subscription period. Each subscription right gives the right to subscribe and be allocated one new share. New shares which have not been subscribed based on validly exercised subscription rights during the subscription period, will be allocated to subscribers who have subscribed based on subscription rights and who have oversubscribed and other shareholders as of 19 January 2012, as recorded in the VPS per 24 January 2012 who have subscribed without subscription rights, pursuant to allocation criteria to be determined by the board of directors. 6. The subscription period shall commence on 22 February 2012 and end on 7 March 2012 at 17:30 hours (CET). If the prospectus is not approved by the Financial Supervisory Authority of Norway in time for the subscription period to commence on 22 February 2012, the subscription period will commence the fourth trading day on the Oslo Axess after such approval has been obtained and end two weeks thereafter. 7. The due date for payment of the new shares is 14 March 2012, or the fifth trading day on the Oslo Axess after the expiry of the subscription period if the subscription period is postponed in accordance with sub-item 6 above. When subscribing for shares, each subscriber with a Norwegian bank account must by completion of the subscription form, grant Fondsfinans ASA a one-time power of attorney to debit a stated bank account for the subscription amount corresponding to the number of allocated shares. Upon allocation, the allocated amount will be debited the account of the subscriber. The debit will take place on or around the due date for payment. Payment of the subscription amount by subscribers without a Norwegian bank account shall be made pursuant to the instructions in the subscription form. 8. The new shares will give full shareholder rights in the company, including the right to dividends, from the time the share capital increase is registered with the Norwegian Register of Business Enterprises. 9. Section 4 of the articles of association shall be amended to reflect the new share capital and new number of shares following the share capital increase. 43

6.2.3 Timetable The timetable below provides certain indicative dates for the Repair Offering, subject to timely payment of the entire proceeds for the Offer Shares to the Company: Last day of trading in the Shares including Subscription Rights... 19 January 2012 Ex. rights trading in the Shares commenced on Oslo Axess... 20 January 2012 Record Date... 24 January 2012 Subscription Period commences... 24 February 2012 Subscription Period ends... 9 March 2012 at 17:30 hours (CET) Allocation of the Offer Shares... On or around 12 March 2012 Distribution of allocation letters... On or around 12 March 2012 Payment Due Date... 16 March 2012 Registration of the share capital increase in the Norwegian Register of Business Enterprises... On or around 20 March 2012 Delivery date for the Offer Shares... On or around 21 March 2012 Listing and commencement of trading in the Offer Shares on Oslo Axess.. On or around 21 March 2012 6.2.4 Subscription Rights Shareholders of the Company as of the end of 19 January 2012, as appearing in the VPS on the Record Date, except for (i) those shareholders who participated in the Private Placement and their respective affiliates and (ii) shareholders restricted from participating in the Repair Offering due to laws and regulations in their home country jurisdiction, will be granted non-transferable Subscription Rights giving preferential rights to subscribe for, and be allocated, Offer Shares in the Repair Offering. Each Eligible Shareholder will, subject to applicable securities laws, be granted 0.218366 non-transferable Subscription Right for each existing Share owned as of 19 January 2012 (as registered in the VPS on the Record Date). Fractions of Subscription Rights will not be issued, and the number of Subscription Rights granted to each Eligible Shareholder will be rounded down to the nearest whole Subscription Right. The Subscription Rights will be registered in the VPS with ISIN NO 001 0635683. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Offer Share in the Repair Offering. Over-subscription (i.e. subscription for more Offer Shares than the number of Subscription Rights held by the subscriber entitles the subscriber to be allocated) by Eligible Shareholders and subscription without Subscription Rights by shareholders of the Company as of 19 January 2012, as recorded in the VPS on the Record Date, will be permitted. The Subscription Rights must be used to subscribe for Offer Shares before the end of the Subscription Period (i.e. 9 March 2012 at 17:30 (CET)). Subscription Rights that are not exercised before 9 March 2012 at 17:30 (CET) will have no value and will lapse without compensation to the holder. Holders of Subscription Rights should note that subscriptions for Offer Shares must be made in accordance with the procedures set out in this Prospectus and that holding of Subscription Rights in itself will not represent a subscription of Offer Shares. Eligible Shareholders resident in jurisdictions where the Prospectus may not be distributed and/or with legislation that, according to the Company s assessment, prohibits or otherwise restricts subscription for Offer Shares ( Ineligible Shareholders ) will not receive Subscription Rights. Eligible Shareholders should be aware that the exercise of Subscription Rights by holders who are located in countries outside of Norway may be restricted or prohibited by applicable securities laws. 44

Please refer to Section 7 Selling and transfer restrictions below for a further description of such restrictions. 6.2.5 Record Date The date for determining the Eligible Shareholders who receive Subscription Rights is 19 January 2012, as registered in the Company s shareholders register in VPS at the end of the Record Date (i.e. on 24 January 2012, as appearing in the morning of 25 January 2012). On 19 January 2012, the Shares were traded on Oslo Axess inclusive of the right to receive Subscription Rights. From the following trading day (20 January 2012), the Shares were traded on Oslo Axess exclusive of the right to receive Subscription Rights. Transactions in the Shares made on or before this date, but which have not been registered in the VPS within the Record Date, will be disregarded for the purposes of allocation of Subscription Rights. 6.2.6 Subscription Period The Subscription Period for the Repair Offering will commence on 24 February 2012 and end at 17:30 hours (CET) on 9 March 2012. The Subscription Period may not be shortened or extended. 6.2.7 Subscription Price The Subscription Price in the Repair Offering is NOK 10 per Offer Share, which is the same price as the offer price in the Private Placement. 6.2.8 Subscription procedures Subscriptions for Offer Shares must be made by submitting a correctly completed Subscription Form to the Manager during the Subscription Period or may, for Norwegian citizens, be made online as further described below. Subscriptions for Offer Shares must be made on a Subscription Form in the form included in Appendix 3 Subscription Form. Subscribers who are Norwegian citizens may also subscribe for Offer Shares through the VPS online subscription system (or by following the link on www.fondsfinans.no, which will redirect the subscriber to the VPS online subscription system). All online subscribers must verify that they are Norwegian citizens by entering their national identity number (Norwegian: personnummer ). Correctly completed Subscription Forms must be received by the Manager no later than 17:30 hours (CET) on 9 March 2012 at the following business address, postal address, e-mail address or fax number: Fondsfinans ASA Haakon VII s gate 2 P.O. Box 1782 Vika N-0122 Oslo Norway E-mail: oppgjor@fondsfinans.no Fax: +47 23 11 30 04 For online subscription in the VPS, correctly completed subscriptions must be registered no later than 17:30 hours (CET) on 9 March 2012. Neither the Company nor the Manager may be held responsible for postal delays, unavailable fax lines, internet lines or servers or other logistical or technical problems that may result in 45

subscriptions not being received in time or at all by the Manager. Subscription Forms received by the Manager, or subscriptions registered in the VPS, after the end of the Subscription Period and/or incomplete or incorrect Subscription Forms and any subscription that may be unlawful may be disregarded at the sole discretion of the Company and the Manager without notice to the subscriber. Subscriptions are binding and irrevocable, and cannot be withdrawn, cancelled or modified by the subscriber after having been received by the Manager or registered in the VPS. The subscriber is responsible for the correctness of the information filled into the Subscription Form or registered when subscribing online in the VPS. By signing and submitting a Subscription Form or submitting an online subscription in the VPS, each subscriber confirms and warrants to have read this Prospectus and to be eligible to subscribe for Offer Shares under the terms set forth herein. There is no minimum number of Offer Shares for which subscriptions in the Repair Offering must be made. Over-subscription (i.e. subscription for more Offer Shares than the number of Subscription Rights held by the subscriber entitles the subscriber to be allocated) by Eligible Shareholders and subscription without Subscription Rights by other shareholders of the Company as of 19 January 2012, as recorded in the VPS on the Record Date, will be permitted, provided, however, that there can be no assurance that Offer Shares will be allocated for subscriptions not covered by Subscription Rights. Multiple subscriptions (i.e. subscriptions on more than one Subscription Form) are allowed. Please note, however, that separate Subscription Forms submitted by the same subscriber with the same number of Offer Shares subscribed for on both or all Subscription Forms will only be counted once, unless otherwise explicitly stated in the Subscription Forms. In the case of multiple subscriptions through the VPS online subscription system or subscriptions made both on a Subscription Form and through the VPS online subscription system, all subscriptions will be counted. 6.2.9 Allocation Allocation of the Offer Shares is expected to take place on or around 12 March 2012. The allocation of Offer Shares will be made by the Board of Directors in accordance with the following criteria: (iii) Allocation of Offer Shares to subscribers will be made on the basis of granted Subscription Rights which have been validly exercised during the Subscription Period. Each Subscription Right gives the right to subscribe and be allocated one Offer Share. (iv) Offer Shares which have not been subscribed based on validly exercised Subscription Rights during the Subscription Period, will be allocated Eligible Shareholders who have subscribed based on Subscription Rights and who have oversubscribed and other shareholders as of 19 January 2012, as recorded in the VPS on the Record Date, who have subscribed without Subscription Rights. The allocation of Offer Shares to such subscribers will to the extent practical be based on their relative shareholding in the Company and otherwise in accordance with customary allocation criteria such as investor quality. No fractional Offer Shares will be allocated. The Company reserves the rights to round off, cancel or reduce any subscription not covered by Subscription Rights. Notifications of allocated Offer Shares in the Repair Offering and the corresponding amount to be paid by each subscriber will be set out in a letter from the Manager, which will be mailed to the subscriber on or around 12 March 2012. The Company expects to issue a stock exchange 46

notification announcing the results of the Repair Offering prior to the opening of Oslo Axess on or around the same date. 6.2.10 Payment of the Offer Shares The Payment Due Date for the Offer Shares is 16 March 2012. When subscribing for Offer Shares, each subscriber with a Norwegian bank account must provide a one-time irrevocable authorization to the Manager to debit a specified bank account with a Norwegian bank for the amount (in NOK) payable for the Offer Shares allocated to such subscriber. The amount is expected to be debited on 16 March 2012 (the Payment Due Date) and an amount to cover payment for the allocated Offer Shares must be available on the provided bank account on this date. The Company and the Manager reserve the right to make up to three debit attempts within seven working days after the Payment Due Date if there are insufficient funds in the account on the first debiting date. The Company and the Manager further reserve the right to consider the payment overdue if there are not sufficient funds to cover full payment for the Offer Shares allocated to the subscriber on the account when an attempt to debit the account has been made on or after the Payment Due Date, or if it for other reasons is not possible to debit the bank account. Subscribers who do not have a Norwegian bank account and subscribers who subscribe for an amount exceeding NOK 5 million must ensure that payment for the Offer Shares allocated to them is made with cleared funds on or before 12:00 hours (CET) on 16 March 2012 and must contact the Manager before making such payment. Overdue and late payment will be charged with interest at the applicable rate under the Norwegian Act on Interest on Overdue Payment on 17 December 1976 No. 100, currently 8.75% per annum. If the subscriber fails to comply with the terms of payment, the Offer Shares will not be delivered to the subscriber. The Company and the Manager reserve the right to, at the cost and risk of the investor, cancel the allocation and to reallocate, sell, assume ownership of or otherwise dispose of all or parts of the allocated Offer Shares on such terms and in such manner as the Manager may decide in accordance with applicable Norwegian law and otherwise based on the Board of Directors discretion, without further notice to the subscriber in question in accordance with Section 10-12, fourth paragraph of the Public Limited Companies Act if payment has not been received within the third day after the Payment Due Date. The Company and the Manager further reserve the right, but have no obligation, to let the Manager advance the payment on behalf of subscribers who have not paid for the Offer Shares allocated to them within the Payment Due Date. The non-paying subscribers will remain fully liable for the subscription amount payable for the Offer Shares allocated to them, irrespective of such payment by the Manager. If the Offer Shares are sold on behalf of the subscriber, the subscriber will be liable for any loss, costs, charges and expenses suffered or incurred by the Company and/or the Manager as a result of or in connection with such sales. The Company and/or the Manager may enforce payment of any amounts outstanding in accordance with applicable law. The subscriber furthermore authorizes the Manager to obtain confirmation from the subscriber s bank that the subscriber has disposal over the indicated account as well as a confirmation that there are sufficient funds in the account to cover the payment. 6.2.11 Delivery and listing of the Offer Shares All subscribers subscribing for Offer Shares must have a valid VPS account (established or maintained by an investment bank or Norwegian bank that is entitled to operate VPS accounts) to receive Offer Shares. 47

Delivery of the Offer Shares will take place following registration of the share capital increase pertaining to the Repair Offering in the Norwegian Register of Business Enterprises. Assuming that payment from all subscribers who have been allocated Offer Shares are made on the Payment Due Date such registration is expected to take place on or around 20 March 2012. Subject to the foregoing, the delivery of the Offer Shares is expected to take place by registration of the Offer Shares in the VPS on or around 21 March 2012, and in no case later than 11 June 2012. The Offer Shares will be listed on Oslo Axess as soon as the Offer Shares have been registered in the VPS. The Offer Shares may not be traded on Oslo Axess before they are fully paid, issued and registered in the VPS. 6.2.12 Participation of major existing shareholders and members of the Company s management, supervisory or administrative bodies in the Repair Offering The Company is not aware of any major existing shareholders or members of the Company s management, supervisory or administrative bodies who intend to subscribe for more than 5% of the Repair Offering. The Company is not aware of any conflicting interests by any subscriber in the Repair Offering that is material to the Repair Offering. 6.2.13 Mandatory anti-money laundering procedures The Repair Offering 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 ). All subscribers who are not registered as existing customers with the Manager must verify their identity to the Manager in accordance with requirements of the Anti-Money Laundering Legislation, unless an exemption is available. Subscribers that have designated an existing Norwegian bank account and an existing VPS account on the Subscription Form are exempted, provided the aggregate subscription amount is less than NOK 100,000, unless verification of identity is requested by the Manager. The verification of identification must be completed prior to the end of the Subscription Period. Subscribers who have not completed the required verification of identification will not be allocated Offer Shares. Furthermore, participation in the Repair Offering is conditional upon the subscriber holding a VPS account. The VPS account number must be stated on the Subscription Form. VPS accounts can be established with authorised VPS registrars which can be Norwegian banks, authorised securities brokers in Norway and Norwegian branches of credit institutions established within the EEA. However, non-norwegian subscribers may use nominee VPS accounts registered in the name of a nominee. The nominee must be authorised by the NFSA. Establishment of VPS account requires verification of identification to the VPS registrar in accordance with the Anti-Money Laundering Legislation. 6.2.14 Financial intermediaries All persons and entities holding Shares or Subscription Rights through financial intermediaries should read this Section 6.2.14 Financial intermediaries. All questions concerning the timeliness, validity and form of instructions to a financial intermediary in relation to the exercise of Subscription Rights should be determined by the financial intermediary in accordance with its usual customer relations procedure; or as it otherwise notifies each shareholder. 48

Neither the Company nor the Manager are liable for any action or failure to act by a financial intermediary through whom shareholders of the Company hold their Shares. 6.2.14.1 Subscription Rights If an Eligible Shareholder held the Shares through a financial intermediary on the Record Date, the financial intermediary will customarily give such Eligible Shareholder details of the aggregate number of Subscription Rights to which such Eligible Shareholder will be entitled. The relevant financial intermediary will customarily supply each Eligible Shareholder with this information in accordance with its usual customer relations procedures. Eligible Shareholders should contact their financial intermediary if they have received no information with respect to the Repair Offering. Shareholders who hold their Shares through a financial intermediary and who are Ineligible Shareholders will not be entitled to exercise their Subscription Rights transferred to the financial intermediary. 6.2.14.2 Subscription Period The time until which notification of exercise instructions may be validly given may be earlier if Shares are held through a financial intermediary. This depends on the financial intermediary. 6.2.14.3 Subscription If Eligible Shareholders hold their Subscription Rights through a financial intermediary and wish to exercise their Subscription Rights, they should instruct their financial intermediary in accordance with the instructions received from such financial intermediary. The financial intermediary will be responsible for collecting exercise instructions from the Eligible Shareholders and for informing the Manager of their exercise instructions. 6.2.14.4 Method of payment Eligible Shareholders holding their Subscription Rights through a financial intermediary should pay the Subscription Price for the Offer Shares that they are allocated in accordance with the instructions received from their financial intermediary. The financial intermediary must pay the Subscription Price to the Manager, who will in turn pay it to the Company. Payment for the Offer Shares must be made to the Manager no later than the Payment Due Date. Accordingly, financial intermediaries may require payment to be provided to them prior to the Payment Due Date. 6.2.15 Selling Restrictions and restrictions on distribution of Subscription Rights The offering of the Offer Shares and the issue of Subscriptions Rights in the Repair Offering may in certain jurisdictions be restricted by law. The distribution of this Prospectus and the offering and sale of the Offer Shares offered hereby may also in certain jurisdictions be restricted by law. Persons in possession of this Prospectus are required to inform themselves about and to observe any such restrictions. This Prospectus may not be used for, or in connection with, and does not constitute, any offer to sell, or an invitation to purchase or subscribe, any of the Offer Shares offered hereby in any jurisdiction in which such offer or invitation would be unlawful or restricted. No one has taken any action that would permit a public offering of Offer Shares to occur outside of Norway. Shareholders who reside in any country outside Norway may not be permitted to receive Subscription Rights or Offer Shares. The Subscription Rights and the Offer Shares have not been, and will not be, registered under the U.S. Securities Act, or under the securities laws of any state or other jurisdiction of the Unites States and, accordingly, may not be offered or sold, directly or indirectly, in or into the United States, unless pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws of the United States. The Subscription Rights and the Offer Shares are being offered in the United 49

States only to QIBs in reliance on exemptions to the registration requirements under the U.S. Securities Act. The Subscription Rights and the Offer Shares are being offered outside the United States in reliance on Regulation S under the U.S. Securities Act. Accordingly, unless an appropriate exemption from relevant securities law requirements is available, the Offer Shares may not be offered or sold, directly or indirectly, in or into the United States. See Section 7 Selling and transfer restrictions for further information. The Subscription Rights and the Offer Shares have not been, and will not be, qualified for distribution in Canada by the filing of a prospectus with Canadian securities regulatory authorities. The Subscription Rights and the Offer Shares will only be offered and distributed in Canada to shareholders who qualify as accredited investors or employees, executive officers, directors or consultants of the Company or a related entity of the Company, or a permitted assign of such persons, pursuant to National Instrument 45-106 Prospectus and Registration Exemptions ( NI 45-106 ) of the Canadian Securities Administrators. A Canadian shareholder who exercises Subscription Rights and/or subscribe for Offer Shares is required to execute and submit to the Company an Investor Status Certificate, in which the shareholder represents, warrants, covenants and certifies to the Company that it (i) is an accredited investor or an employee, executive officer, director or consultant of the Company or a related entity of the Company, or a permitted assign of such persons, as defined under NI 45-106, (ii) is purchasing the Offer Shares as principal for its own account (or is deemed to be purchasing as principal pursuant to NI 45-106), and (iii) was not created nor is being used solely to acquire securities pursuant to NI 45-106. The Investor Status Certificate may be obtained by contacting the Manager. Canadian shareholders are responsible for informing themselves about the distribution requirements applicable to trades of securities in Canada and obtaining legal advice to determine whether a Canadian prospectus exemption is available in the circumstances. The Subscription Rights and the Offer Shares acquired by Canadian shareholders may not be traded in Canada without qualification by a Canadian prospectus except pursuant to certain exemptions provided under Canadian securities laws. See Section 7.5 Canada for further information. 6.2.16 The Offer Shares The Offer Shares will be ordinary Shares in the Company with a nominal value of NOK 1 each, and will be issued electronically in the VPS in registered form in accordance with the Norwegian Public Limited Companies Act. The Offer Shares will rank pari passu in all respects with the existing Shares and will carry full shareholder rights in the Company from the time of registration of the share capital increase pertaining to the Repair Offering in the Norwegian Register of Business Enterprises, which is expected to occur on or around 20 March 2012. The Offer Shares will be eligible for any dividends which the Company may declare after said registration. All Shares, including the Offer Shares, will have voting rights and other rights and obligations which are standard under the Norwegian Public Limited Companies Act, and are governed by Norwegian law. Please refer to Section 14 Shares, share capital and shareholders matters for a more detailed description of the Shares. The Offer Shares will, upon delivery, be registered on the same ISIN as the existing Shares, being ISIN NO 001 0566235, and will be listed on Oslo Axess under ticker code BRIDGE. 6.3 Shares following the Private Placement and the Repair Offering Following the registration of the Placement Shares issued in the Private Placement, the Company s issued and outstanding Shares will be increased from 52,486,146 to 63,286,146 Shares, each with a nominal value of NOK 1. Following completion of the Repair Offering, the Company s issued and 50

outstanding shares will increase from 63,286,146 to 67,486,146 Shares, assuming full subscription of the Repair Offering. The Company has only one class of shares outstanding and all Shares are freely transferable. 6.4 Dilution Assuming full subscription of the Repair Offering, the Private Placement and the Repair Offering will result in a dilution of approximately 22% for shareholders who did not participate in the Private Placement and who nor participates in the Repair Offering. Prior to the Private Placement and Repair Offering Prior to the Repair Offering Subsequent to the Private Placement and the Repair Offering Number of Shares, each with a nominal value of NOK 1... 52,486,146 63,286,146 67,486,146 % dilution... 0% 17% 22% 6.5 Advisors Fondsfinans ASA has been retained as manager for the Company in connection with the Private Placement and the Repair Offering. Advokatfirmaet Thommessen AS (Norwegian law) is acting as legal advisor to the Company in relation to the Private Placement and the Repair Offering. 6.6 Net proceeds and expenses The Company will bear the fees and expenses related to the Private Placement and the Repair Offering, which are estimated to amount to up to approximately NOK 5 million, of which up to approximately NOK 4 million are fees and expenses to the Manager, and up to approximately NOK 1 million are other costs and expenses. No expenses or taxes will be charged by the Company or the Manager to the subscribers in the Private Placement and the Repair Offering. Total net proceeds from the Private Placement and Repair Offering are estimated to amount to approximately NOK 145 million, assuming that the Repair Offering is fully subscribed, and will be allocated to the Company s share capital and share premium reserve fund. 6.7 Interests of natural and legal persons involved in the Private Placement and Repair Offering The Manager and its affiliates may have interests in the Private Placement and/or the Repair Offering as they have provided from time to time, and may in the future provide, investment and commercial services to the Company and its affiliates in the ordinary course of their respective businesses, for which they may have received and may continue to receive customary fees and commissions. The Manager, its employees and any affiliate may currently, including in connection with the market making services that the Manager currently provides the Company, own existing Shares in the Company. Further, in connection with the Repair Offering, the Manager, their employees and any affiliate acting as an investor for its own account may receive Subscription Rights (if they are Eligible Shareholders) and may exercise their right to take up such Subscription Rights and acquire Offer Shares, and, in that capacity, may retain, purchase or sell Offer Shares and any other securities issued by the Company or other investments for their own account and may offer or sell such securities (or other investments) otherwise than in connection with the Repair Offering. 51

The Manager will receive a commission in connection with the Private Placement and the Repair Offering and, as such, have an interest in the Private Placement and the Repair Offering. Reference is made to Section 6.6 Net proceeds and expenses for information on fees to the Manager. 6.8 Publication of information relating to the Private Placement and the Repair Offering In addition to press releases, which will be posted on the Company s website, the Company will use Oslo Børs information system to publish information relating to the Private Placement and the Repair Offering. 52

7 SELLING AND TRANSFER RESTRICTIONS 7.1 General As a consequence of the following restrictions, prospective investors are advised to consult legal counsel prior to executing any Subscription Rights and/or making any subscription, offer, resale, pledge or other transfer of the Offer Shares offered hereby. The Company is not taking any action to permit a public offering of the Offer Shares in any jurisdiction other than Norway. Receipt of this Prospectus will not constitute an offer in those jurisdictions in which it would be illegal to make an offer and, in those circumstances, this Prospectus is for information only and should not be copied or redistributed. Except as otherwise disclosed in this Prospectus, if an investor receives a copy of this Prospectus in any jurisdiction other than Norway, the investor may not treat this Prospectus as constituting an invitation or offer to it, nor should the investor in any event deal in the Offer Shares, unless, in the relevant jurisdiction, such an invitation or offer could lawfully be made to that investor, or the Offer Shares could lawfully be dealt in without contravention of any unfulfilled registration or other legal requirements. Accordingly, if an investor receives a copy of this Prospectus, the investor should not distribute or send the same, or transfer Shares, to any person or in or into any jurisdiction where to do so would or might contravene local securities laws or regulations. 7.2 United States shareholders The Subscription Rights and the Offer Shares have not been, and will not be, registered under the U.S. Securities Act, or with any securities regulatory authority of any state or other jurisdiction in the United States, accordingly, may not be offered or sold, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws of the United States. The Subscription Rights and the Offer Shares are being offered in the United States only to QIBs in reliance on exemptions from the registration requirements under the U.S. Securities Act. The Subscription Rights and the Offer Shares are being offered outside the United States in reliance on Regulation S under the U.S. Securities Act. The Offer Shares acquired by existing U.S. shareholders will be restricted securities within the meaning of Rule 144 (a) (3) under the U.S. Securities Act. Restricted securities may not be offered, sold, pledged or otherwise transferred, directly or indirectly, except as permitted below under Investor representation and restriction on resale in the United States. The foregoing discussion is only a general overview of certain requirements of the U.S. Securities Act that are applicable to the exercise and resale of Subscription Rights received pursuant to the Repair Offering and resale of Offer Shares issuable upon exercise of the Subscription Rights. All shareholders who receive such securities are urged to consult with counsel to ensure that the resale of their securities complies with applicable United States securities laws. Until 40 days after the commencement of the Repair Offering, an offer, sale or transfer of the Subscription Rights or Offer Shares within the United States by a dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act. The Company will provide the information required by Rule 144A (d) (4) under the U.S. Securities Act to holders and prospective purchasers, as applicable, for as long as the Offer Shares remain outstanding. Investor Representations and Restrictions on Resale in the U.S.: Each subscriber, by exercising Subscription Rights and/or subscribing for Offer Shares, will be 53

deemed to have represented, warranted and agreed to the Company, on its behalf and on behalf of any investor accounts for which it is subscribing for Offer Shares, as the case may be, that: 1. it is acquiring the Offer Shares for its own account or for an account with respect to which it exercises sole investment discretion, and that it or such account, as the case may be, (a) is a QIB, and is aware that the sale to it is being made in reliance on an exemption from registration under the U.S. Securities Act, or (b) is not a U.S. Person and is acquiring the Offer Shares in an offshore transaction in accordance with Regulation S under the U.S. Securities Act; 2. it acknowledges that the Subscription Rights and the Offer Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered, sold, pledged or otherwise transferred except as permitted below; 3. it understands and agrees that such Subscription Rights and Offer Shares acquired or subscribed for by it are restricted securities within the meaning of Rule 144(a)(3) under the U.S. Securities Act and understands that such securities have not been and will not be registered under the U.S. Securities Act, and that (a) if in the future it decides to resell, pledge or otherwise transfer the such Offer Shares on which the legend set forth below is deemed to appear, such Offer Shares issued pursuant to the Repair Offering may be resold, pledged or transferred only (i) in a transaction entitled to an exemption from registration provided by Rule 144 under the U.S. Securities Act, (ii) so long as such security is eligible for resale pursuant to Rule 144A under the U.S. Securities Act, to a person whom the seller reasonably believes is a QIB that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A under the U.S. Securities Act, (iii) in an offshore transaction in accordance with Rule 903 or 904 of Regulation S under the U.S. Securities Act, (iv) in accordance with another applicable exemption from the registration requirements of the U.S. Securities Act (and based upon an opinion of counsel acceptable to us), or (v) pursuant to an effective registration statement under the U.S. Securities Act and, in each case, (b) in accordance with any applicable securities laws of any state of the United States. The purchaser of the restricted Offer Shares will, and each subsequent holder is required to, notify any purchaser of Offer Shares from it of the resale restrictions referred to in (a) above, if then applicable; 4. it understands that the Offer Shares issued to U.S. persons pursuant to an exemption from registration under the U.S. Securities Act shall be deemed to include the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ) OR ANY STATE SECURITIES LAW. NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS (A) SUCH TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) THE HOLDER SHALL DELIVER TO THE COMPANY AN OPINION OF ITS COUNSEL, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY AND REASONABLY CONCURRED IN BY THE COMPANY S COUNSEL, THAT SUCH PROPOSED TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 5. it has received a copy of this prospectus and: (a) has been afforded an opportunity to ask questions of and to request information from the Company, and has received all additional information it considers necessary in connection with its decision to purchase any of the Offer Shares and to verify the accuracy and completeness of the information contained or incorporated by reference herein; (b) is relying on the information contained or incorporated by reference in this prospectus or on display in making its investment decision with respect to the Offer Shares and has not relied on 54

any other person in connection with investigating the accuracy of such information or its investment decision; (c) the Company nor any person representing or affiliated with the Company has made any representation to you with respect to the company or the Repair Offering, other than the representations of the Company contained in this Prospectus; and (d) has read and agreed to the matters set forth in this section of the Prospectus; 6. it (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Offer Shares, (ii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment, and (iii) may be required to bear the financial risks of this investment for an indefinite period of time; and 7. it understands that the Company and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that if any of the acknowledgements, representations and agreements deemed to have been made by it by its purchase of the Offer Shares are no longer accurate, it shall promptly notify the Company in writing. If it is acquiring the Offer Shares as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account. 7.3 United Kingdom The Manager has represented, warranted and agreed that: it has only communicated or caused to be communicated and will only communicate or cause to be communicated in the United Kingdom any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the FSMA )) received by it in connection with the issue or sale of any Offer Shares in circumstances in which section 21(1) of the FSMA does not apply to the Company; and it has complied and will comply with all applicable provisions of the FSMA with respect to everything done by it in relation to the Offer Shares in, from or otherwise involving the United Kingdom. This Prospectus and any other material in relation to the securities described herein is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order ) or (ii) high net worth entities, and other persons to whom the Prospectus may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as Relevant Persons ). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. 7.4 European Economic Area The Prospectus has been prepared on the basis that all offers of Offer Shares other than the offer contemplated in this Prospectus in Norway will be made pursuant to an exemption under the 55

Prospectus Directive, as implemented in member states of the European Economic Area ( EEA ), from the requirement to produce a prospectus for the offer of Offer Shares. In relation to each member state of the EEA other than Norway, 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 that Relevant Member State of any of the Offer Shares may be made at any time under the following exemptions from the Prospectus Directive, if they have been implemented in that Relevant Member State: to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than 43,000,000 and (3) an annual net turnover of more than 50,000,000, as shown in its last annual or consolidated accounts; to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the Manager for any such offer; or in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Offer Shares shall result in a requirement for the publication by the Company or the Manager of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an offer to the public in relation to any of the Offer Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Offer Shares to be offered so as to enable an investor to decide to purchase any of the Offer Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State. The expression Prospectus Directive means Directive 2003/71/EC (any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, and the expression 2010 PD Amending Directive means Directive 2010/73/EU. In the case of any Offer Shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the Offer Shares acquired by it in the Repair Offering have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Offer Shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the Company and the Manager has been obtained to each such proposed offer or resale. The Company, the Manager and their affiliates and others will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement. 56

7.5 Canada The Subscription Rights and the Offer Shares have not been, and will not be qualified for distribution in Canada by the filing of a prospectus with Canadian securities regulatory authorities. The Subscription Rights and the Offer Shares will only be offered and distributed in Canada to shareholders who qualify as accredited investors or employees, executive officers, directors or consultants of the Company or a related entity of the Company, or a permitted assign of such persons, pursuant to National Instrument 45-106 Prospectus and Registration Exemptions ( NI 45-106 ) of the Canadian Securities Administrators. A Canadian shareholder who exercises Subscription Rights and/or subscribe for Offer Shares is required to execute and submit to the Company an Investor Status Certificate, in which the shareholder represents, warrants, covenants and certifies to the Company that it (i) is an accredited investor or an employee, executive officer, director or consultant of the Company or a related entity of the Company, or a permitted assign of such persons, as defined under NI 45-106, (ii) is purchasing the Offer Shares as principal for its own account (or is deemed to be purchasing as principal pursuant to NI 45-106), and (iii) was not created nor is being used solely to acquire securities pursuant to NI 45-106. The Investor Status Certificate may be obtained by contacting the Manager. Offer Shares acquired by Canadian shareholders pursuant to exemptions described above are subject to restrictions on transfer in Canada pursuant to National Instrument 45-102 Resale of Securities. As a result, first trades in such securities are deemed to be a distribution requiring the filing of a Canadian prospectus unless certain criteria are met, including that the Company has been a reporting issuer in a Canadian jurisdiction for more than four months. The Company is not currently a reporting issuer in Canada, nor does it intend to become a reporting issuer in Canada. As a result, Offer Shares acquired by Canadian shareholders may be subject to an indefinite hold period in Canada. Certain exemptions from the prospectus requirement may apply to trades of the Offer Shares by Canadian shareholders depending on the nature of the proposed trade. Canadian shareholders are responsible for informing themselves about the distribution requirements applicable to trades of securities in Canada and obtaining legal advice to determine whether a Canadian prospectus exemption is available in the circumstances. 57

8 MARKET OVERVIEW 8.1 Overview of the global energy markets In 20100 the world total energy consumption was approximatel y 520 quadrillion BTU. Liquids (mainly oil), coal and natural gas constituted approximately 33%, 29% and 22%, respectively, in total 84% of the total energy consumption. In EIA s base case scenario ( Reference Case ), world total energy consumption is projected to increase by 1.6% per year from 2010 to 2035, from approximately 520 quadrillion BTU to approximately 770 quadrillion BTU, which represents an overall increase of 47%. The total energy mix in 2035 is assumedd to be quite similar ass in 2010 with liquids, coal and natural gas constituting approximately 29%,, 27% and 23%, respectively, in total 79% of the total energy consumption.. Hence, other (mainly renewable r energy) and nuclear s share of the total energy consumption is projected to increase fromm approximately 16% in 2010 to 21% in 2035. WORLD TOTAL ENERGY CONSUMPTION BY FUEL, REFERENCE CASEE Source: EIA Annual Energy Outlook 2011, DOE/EIA, May 2011 The pace of demandd growth is expected to increase quite steadily from 2010 to 2035. Developing Asian countries (mainly China and India) are expected to be the main drivers of this demand growth, followed by the Middle East. In 2010 OECD and developing Asian countries constituted approximately 46% and 31%, respectively, r in total 76% %, of the total energy consumption.. In EIA s base case scenario OECD and developing Asian countries is projected to constitute the same total amount of the total energy consumption in 2035, however, their respectivee shares of the total energy consumptionn is projected to constitute approximately 37% and 39%, respectively. Hence, developing Asian countries is projected too experiencee a much higher total energy consumption growth rate than OECD from 2010 to 2035, 2.5% vs. 0.8% per year, and is projected to consume more energy than OECD in 2035. 58

WORLD TOTAL ENERGY CONSUMPTION BY REGION, REFERENCE CASE 800 700 600 Quadrillion BTU 500 400 300 200 100 0 Central and South America Africa Middle East Asia Europe and Eurasia OECD 2005 2010 2015 2020 2025 2030 2035 Source: EIA Annual Energy Outlook 2011, DOE/EIA, May 2011 8.2 Oil market overview In 2010, the world liquids consumption was approximately 86 million barrels per day of which OECD and developing Asian countries constituted approximately 53% and 22%, respectively, in total 76%, of the world liquids consumption. In EIA s base case scenario world liquids consumption is projected to increase by 1.1% per year from 2010 to 2035, from approximately 86 million barrels per day to approximately 112 million barrels per day, which represents an overall increase of 30%. OECD and developing Asian countries is projected to constitute almost the same total amount of the world liquids consumption in 2035 as in 2010, however, their respective shares of the world liquids consumption is projected to constitute approximately 45% and 30%, respectively. Hence, developing Asian countries is projected to experience a much higher liquids consumption growth rate than OECD from 2010 to 2035, 2.4% vs. 0.3% per year. WORLD LIQUIDS CONSUMPTION BY REGION, REFERENCE CASE Million barrels per day 120 110 100 90 80 70 60 50 40 30 20 10 0 Central and South America Africa Middle East Asia Europe and Eurasia OECD 2005 2010 2015 2020 2025 2030 2035 Source: EIA Annual Energy Outlook 2011, DOE/EIA, May 2011 59

Most of the projected increase in output comes from members of OPEC, which hold the bulk of remaining proven oil reserves and ultimately recoverable resources. According to BP Statistical Review the world s total proven oil and oil sands reserves as of year-end 2010 was approximately 1,530 billion barrels 1. Approximately 70% of these reserves are located within OPEC members and approximately 50% in the Middle East. Based on a daily production of 86 million barrels per day these reserves would last approximately 50 years. 8.2.1 Oil price development As of the date of this Prospectus the Brent oil price is around USD 119 per barrel, almost 100% higher than the average price over the last ten years. The WTI oil price, however, is only around USD 103 per barrel. The oil price started to increase in 2002 from approximately 20 USD per barrel and was driven by strong global demand in combination with limited supply due to lack of real spare capacity. In 2008, the oil price peaked at approximately 140 USD per barrel despite the fact that the market seemed well-supplied with crude and stock levels were high. The emergence of oil as a financial asset class may have caused non-fundamental factors to trigger the extreme price level and volatility. The following financial crisis, which turned into a real economic crisis worldwide, has been regarded as one of the main reasons for the setback in the oil price during the second half of 2008. Since then the oil price increased sharply until April 2011 due to rebound in economic activity. However, last summer questions were asked whether the means introduced in order to get control over the global economic crisis in 2008/09 were sufficient. OIL PRICE DEVELOPMENT SINCE JANUARY 1995 Oil price (USD/bbl) 140 130 120 110 100 90 80 70 60 50 40 30 20 10 0 Brent spot (USD per bbl) Brent forward (USD per bbl) WTI spot (USD per bbl) WTI forward (USD per bbl) Sources: EIA / Thomson Reuters (spot prices) and First Securities / Reuters Ecowin (forward prices) Within the European Union (EU), the debt situation in Southern Europe has been the main focus the last 6-9 months. Greece has severe debt challenges and is probably not able to serve their debt. EU is now discussing further means in order to solve the Greek situation and this continued financial uncertainty may provide a downward pressure on energy demand. The Brent oil price has 1 BP Statistical Review of World Energy, June 2011 60

decreased by approximately 13% from the peak in April 2011 of USD 126 per barrel until end of January 2012. However, the last three weeks the Brent oil price has increased from USD 110 to 119 per bbl due to signs of an improving US economy and progress on a bailout for Greece bolstering the outlook for fuel demand. The situation in the oil market during the autumn of 2011 where the WTI oil price was more than USD 30 per barrel less than the Brent oil price has only been partly corrected. Also the short-term forward price curves reflect a significant price difference between Brent and WTI. However, this gap is projected to narrow going forward, and from 2018 the Brent and WTI forward price curves are almost identical. The current forward price curves suggest a long-term oil price in the range USD 92 per barrel. The oil price is affected by a number of factors, including changes in supply and demand, OPEC regulations, weather conditions, regulations from domestic and foreign authorities, political and economic conditions and the price of substitutes. It should be noted that the oil market is dynamic and that the demand for oil to some extent is inversely linked to the price. Longer periods of high oil prices can therefore lead to increased use of alternative energy sources, potentially reducing demand for oil. 8.2.2 OPEC s role and oil market fundamentals OPEC is an international organization of twelve countries, which are heavily reliant on oil revenues as their main source of income. Membership is open to any country which is a substantial net exporter of oil and shares the ideals of the organization. The current members are Algeria, Angola, Indonesia, Iran, Iraq, Kuwait, Libya, Nigeria, Qatar, Saudi Arabia, the United Arab Emirates and Venezuela. Twice a year, or more frequently if required, the Oil and Energy Ministers of the OPEC countries meet to decide on the organization s output level and consider whether any action to adjust output is necessary in the light of recent and anticipated oil market developments. During the period in 2005-2008, with strongly increasing energy prices, it was questioned whether OPEC had control over the price setting in the oil market. Regardless, it is clear that OPEC has regained more control over prices as the cartel has reduced output and currently, according to Deutsche Bank, has approximately 5 million barrels per day in spare production capacity compared to between 1 and 2 in 2005-08 2. Deutsche Bank assumes this spare capacity, however, will decrease to approximately 3 million barrels per day in 2015, and could go down to approximately 1 if Iraq fails to deliver the estimated 2 million barrels per day in new capacity. The spare capacity enables important volumes of additional supplies to be made available in times of shortage, thereby stabilising the market. 2 Deutsche Bank, Outlook for the Global Oil Markets, February 2011 61

8.3 Gas market overview 8.3.1 The global gas market The gas market has been subject to significant changes during the recent years; from being almost neglected to one of the most rapid growing energy markets in the world. There are several reasons for this, the main driver being the inexorable growth in energy needs for power generation and increasing alternative applications for natural gas. In addition, one might expect oil prices to remain high going forward due to limitations on the supply side, while there are enough gas resources to supply world demand the next 100-150 years. In 2010 the world natural gas consumption was approximately 113 trillion cubic feet of which OECD, Europe and Eurasia (mainly Russia) and developing Asian countries (mainly China and India) constituted approximately 48%, 21% and 12%, respectively, in total 81%, of the world natural gas consumption. In EIA s base case scenario world natural gas consumption is projected to increase by 1.6% per year from 2010 to 2035, from approximately 113 to 169 trillion cubic feet, which represents an overall increase of 49%. OECD, Europe and Eurasia and developing Asian countries is projected to constitute in total 75% of the world natural gas consumption in 2035, however, their respective shares of the world natural gas consumption is then projected to constitute approximately 41%, 16% and 19%, respectively. Hence, developing Asian countries are projected to experience a much higher natural gas consumption growth rate than both OECD and Europe and Eurasia from 2010 to 2035, i.e. 0.9% and 0.4% vs. 3.6% per year. WORLD NATURAL GAS CONSUMPTION BY REGION, REFERENCE CASE Trillion cubic feet 170 160 150 140 130 120 110 100 90 80 70 60 50 40 30 20 10 0 OECD Europe and Eurasia Asia Middle East Africa Central and South America 2005 2010 2015 2020 2025 2030 2035 Source: EIA Annual Energy Outlook 2011, DOE/EIA, May 2011 Most of the projected increase in output comes from non-oecd members, which hold the bulk of remaining proven gas reserves and ultimately recoverable resources. According to BP Statistical Review the world s total proven gas reserves as of year-end 2010 was approximately 187 trillion cubic meters. Approximately 90% of these reserves are located within non-oecd countries and approximately 53% within Russia, Iran and Qatar. Based on a yearly production of 113 trillion cubic feet these reserves would last approximately 60 years 3. 3 BP Statistical Review of World Energy, June 2011 62

The global gas market is characterized as a fragmented market with several regional markets, the opposite of the oil market. More costly infrastructure implies less long distance mobility compared to oil. The most important regional gas markets are the Asian, Middle East, European and American markets. Gas trading in Asia and the Middle East is primarily Liquefied Natural Gas (LNG), while in North America pipeline gas dominates. In Europe the majority of the gas is transported through pipelines, but an increasing share of the total demand is covered by LNG. 8.3.2 The European gas market Pursuant to the EU gas directive, the European gas market is becoming more liberalized, the pipelines shall be owned and operated by private companies and gas is to be traded in transparent spot markets. Further, the supply systems (pipelines and/or LNG transport) shall be flexible with regards to distribution; the gas shall be routed where the demand is. One example is the Interconnector pipeline between Zeebrugge (Belgium) and Bacton (UK). The most important spot markets in Europe are Zeebrugge (Belgium), TTF (Netherlands) and National Balancing Point (NBP) in the UK. NORTH SEA GAS PIPELINES Source: NPD Fakta Norsk Petroleumsverksemd, June 2011 Most of the gas supplied to European customers is still transported in pipelines, although LNG terminals have increased in recent years. Out of Europe s gas supplies in 2010 of approximately 500 bcm, LNG constitutes approximately 10%. The European gas supplies are projected to increase to approximately 650 bcm in 2025 of which LNG will constitute approximately 27%. 63

EUROPEAN GAS SUPPLIES 700 600 bcm 500 400 300 200 100 0 2000 2005 2010 2015 2020 2025 Demand range Russia Indigenous production North Africa Norway LNG & other imports Source: National Grid Gas Transportation Ten Year Statement, December 2010 8.3.3 The UK Gas Market The UK is a leading country in terms of bothh production and importt of natural gas. In 2004, the UK was the fourth largest producer of natural gas in the world and the thirdd largest consumer. However, as the domestic production is declining and the demand is increasingg the UK is becoming a net importer of natural gas, with an expected gas import of ~80% by 2020. UKCS REMAINING GAS RESERVES AND UK GAS DEMAND AND PRODUCTION Source: National Grid Gas Transportation Ten Year Statement, December 2010 The UK gas demandd is expected to be approximately 100 bcm per year going forward. The gap between own production and demand is covered by import from Norway, N Continental Europe and LNG, mainly from Qatar, Algeria and Egypt. Total supply capacity from pipelines is approximately 80 bcm per year, excess demand is covered by LNG imports. The UK gas import infrastructure consists of gas pipelines from Norway (Langeled and Vesterled) and Continental Europe (Interconnector) in addition to the Southh Hook, Dragon, Grain, Teesside LNG terminals. The 64

increased supply alternatives both in the UK and Europe may trigger a more balanced global gas market. 8.3.3.1 Liberalization of the UK gas market Until 1996 the UK gas market was entirely dominated by long-term oil indexed gas contracts. The basis was the link between oil and gas extraction, often from the same reservoir, and that the price formation through oil indexation represented a mechanism which was easy to relate to for the market participants. Long-term oil indexed contracts reduce the supply and price risk, but are less flexible in adjusting supply/demand to change in market fundamentals. One example of this is periods with cold weather and increasing demand where the oil indexed gas price not would adapt to market fundamentals. Situations like this imply an ineffective resource allocation in a marketplace with only long-term oil indexed contracts. NBP GAS SUPPLIES AND DISTRIBUTION Gas sold through future contracts Gas transport through pipeline Gas from storage Gas to storage NBP Gas sold through OTC forward contracts Gas produced from UKCS Gas from LNG terminal Source: National Grid 4 As both traded gas volumes and the gas share of fossil fuels are increasing it becomes more adequate to price the gas based on market fundamentals (supply/demand). This liberalization process provides increased flexibility and weakens the impact of the oil indexed contracts. However, it is worth noting that oil indexed contracts are still the leading pricing mechanism both in Europe and the UK (estimates range from 70-80%). The UK was the first European country to liberalize its gas market (1996). Since then, the spot market has gone through significant structural changes. Today, spot gas is traded either in an over-the-counter (OTC) market or over a regulated market place such as the Intercontinental Exchange (ICE). The OTC trading is either bilateral or through a broker, and ICE offers future contracts. Transactions on both markets are closed either financially or physical. The majority of the trading is done through the NBP. NBP is an imaginary point in the national grid system where all gas passes through. The balancing point varies according to where the physical transaction is carried out, meaning that one imaginary point is established for every transaction, and is always between the buyer and seller. 4 http://www.nationalgrid.com/uk/gas/about/who+supplies+gas/ 65

8.3.4 Gas price Supply/demand balancing is the key principle for gas price formation in a liberalized market. In North America, the market is fully liberalized and the spot price is affected by supply/demand. In Europe, the price formation is somewhat more complex. A large portion of the gas supply is priced based on competitive sources of energy, oil products being the most prominent. However, liberalization has been triggered by the gas directive launched by the EU. Gas exchanges providing spot price information has been developed in several European countries, though their size pales beside that of the NBP: the volume of trading at the NBP in 2008 was more than five times that on all the European exchanges taken together 5. GAS PRICE DEVELOPMENT SINCE JANUARY 1995 20 18 16 14 NBP spot (USD per mmbtu) NBP forward (USD per mmbtu) Henry Hub spot (USD per mmbtu) Henry Hub forward (USD per mmbtu) Russian Gas in Germany (USD per mmbtu) Gas price (USD/mmBTU) 12 10 8 6 4 2 0 Sources: Index Mundi (Henry Hub spot and Russian Gas), Reuters Ecowin and Bloomberg (NBP spot) and First Securities / Reuters Ecowin (forward prices) However, the structure of long-term import contracts into Continental Europe constitutes a formidable formal constraint on the pace at which alternative pricing mechanisms can be introduced. Many of these contracts will still be in force in 15 to 20 years time. Even if no more such contracts were signed, the share of oil-indexed contracts in total gas supply would not dip below 50% until after 2020 6, unless existing contracts were to be modified to incorporate different pricing mechanisms. By early 2009, European spot prices (NBP) had fallen well below European contract prices (Russian Gas), as a result, on the one hand, of weak demand, a rapid build-up of LNG supplies and even lower prices in the United States and, on the other, the lagged nature of the oil link in European long-term contracts. From early 2009 until year-end 2010 the difference between contract prices and spot prices was corrected. However, the increase in Brent oil price from approximately USD 75 per bbl in summer 2010 to well above USD 100 per bbl in early 2011 has again resulted in European contract prices well above spot prices. 5 IEA World Energy Outlook 2009 - http://www.iea.org/weo/2009.asp 6 IEA World Energy Outlook 2009 - http://www.iea.org/weo/2009.asp 66

Since early 2010 the NBP and Henry Hub spot prices have developed very differently. The NBP spot price has increased from USD 5 to 8 USD per mmbtu while the Henry Hub spot price has decreased from USD 5 to 3 USD per mmbtu. The reason for this development is both the financial and supply situation in the United States. Also the NBP and Henry Hub forward price curves show the same development. The NBP forward price curve reflects a strong UK gas market going forward and does not seem to be influenced by the financial situation in Southern Europe. The Henry Hub forward price curve, however, still reflects the US financial and supply situation. In fact, the difference between the NBP and Henry Hub forward price curves is much higher than the estimated cost of USD 3.5 4.0 per mmbtu for transporting gas as LNG from US to Europe, according to Wood Mackenzie. This situation is therefore most likely not sustainable for a very long time. Persistently lower spot prices that could result from gas surplus, could drive importers to demand contract price formula revisions, particularly if higher oil-prices threaten to drive up gas prices in long-term contracts as a result of oil price indexation. Introducing gas-price indexation in new long-term contracts and increasing gas spot trading could lead to higher prices going forward, as natural gas demand recovers in tandem with the global economy and affects the supply/demand balance. In addition, the current low gas prices incentivize switching towards gas in power generation which will further boost the demand. On the supply side, high decline rates on existing European gas fields and conventional US gas production contributes to a tighter market the latter partly offset by North American un-conventional production. 67

9 GROUP OVERVIEW 9.1 Corporate information The Company s legal and commercial name is Bridge Energy ASA. Bridge Energy is a Norwegian public limited liability company incorporated and operating under the laws of Norway, including the Norwegian Public Limited Companies Act, with company registration number 995 216 531. The Company s registered address is located at Nesbruveien 75, 1394 Nesbru, Norway (the Company has recently moved to new premises at Lensmannslia 4, 1386 Asker, Norway, which new address is expected to be registered in the Norwegian Register of Business Enterprises on or around 24 February 2012), its telephone number is +47 66 77 96 30, its fax number is +47 66 77 96 39 and its website is www.bridge-energy.com. The Company was originally incorporated as a Norwegian private limited liability company on 19 February 2010 under the name Bridge Energy Holding AS. The Company was registered in the Norwegian Register of Business Enterprises on 24 February 2010, and changed its name to Bridge Energy ASA on 30 March 2010. Bridge Energy was incorporated to function as a vehicle for combining the businesses of Bridge Energy UK and Bridge Energy Norge. The business combination of Bridge Energy UK (then called Silverstone Energy Limited) and Bridge Energy Norge (then called Bridge Energy AS) was completed on 26 March 2010 (the Business Combination ) and Bridge Energy listed on Oslo Axess on 21 May 2010. Bridge Energy is the holding company of Bridge Energy UK and Bridge Energy Norge. The following figure gives an overview of the Company and its direct and indirect subsidiaries. Bridge Energy ASA Bridge Energy UK Ltd. 100% 100% Bridge Energy Norge AS 100% Bridge Energy (SNS) Ltd. 100% Bridge Energy (CNS) Ltd. 100% Bridge Energy Oil & Gas Ltd 100% Bridge Energy Exploration Ltd Granby (Tristan) Ltd. 100% 100% 100% Bridge Energy Enterprises Ltd. Bridge Energy Enterprises (North Sea) Ltd. Bridge Energy UK is incorporated under the laws of Scotland, with company registration number SC279865 and registered address at 3 Queens Gardens, Aberdeen, AB15 4YD, Scotland, the United Kingdom. All of Bridge Energy UK s subsidiaries are wholly-owned, and incorporated under the laws of Scotland. Bridge Energy UK was established in February 2005 as a 50/50 joint venture between Storm Ventures International Inc. ( Storm ), now renamed to Chinook Energy LLC, and Lime Rock Partners III Luxembourg Holdings S.à r.l. with the objective of becoming a profitable North Sea explorer and producer. In December 2008, Storm Ventures International (BVI) Limited ( SVI 68

(BVI) ), a 100% subsidiary of Storm, acquired all Bridge Energy UK shares which were not then held by Storm, and Storm transferred the Bridge Energy UK shares it held to SVI (BVI) in December 2009 making Bridge Energy UK a 100% subsidiary of SVI (BVI). Bridge Energy Norge is incorporated under the laws of Norway, with company registration number 988 682 039 and registered address at Lensmannslia 4, 1386 Asker, Norway. Bridge Energy Norge was incorporated in 2005. Following Bridge Energy Norge s pre-qualification as licensee on the Norwegian Continental Shelf, the company has participated in eight licensing rounds (six APA rounds and two numbered rounds) in Norway. On 21 October 2009, Bridge Energy Norge was prequalified as an exploration operator on the NCS. The company was awarded its first exploration operatorship in the 2009 APA licensing round. All subsidiaries in the Group are petroleum exploration and production companies. 9.2 History and development The following gives a brief overview of the main events in the history and development of the Group, including its operating subsidiaries, Bridge Energy UK and Bridge Energy Norge. Year Month Event 2005 February Bridge Energy UK Limited (former Silverstone Energy Limited) was established as a 50/50 joint venture between Storm Ventures International Inc., now renamed to Chinook Energy LLC, and Lime Rock Partners III Luxembourg Holdings S.à r.l. August September December Bridge Energy Norge AS was incorporated. Bridge Energy UK awarded 5 licences in the 23rd licensing round for the UK Continental Shelf. Bridge Energy UK entered into an agreement with ConocoPhillips and BP that allowed Bridge Energy UK to nominate and farm-in to certain prospects in Blocks 49/12a, 49/16, 49/17, 48/20b, 48/25b and 49/21. 2006 January Bridge Energy UK approved as an Exploration Operator by DECC. April / August to October May November December Two exploration wells, Vanquish in Block 49/16 and Vulcan East in Block 49/21, drilled under the ConocoPhillips/BP Farm-in Agreement. Both wells were classified as gas discoveries. Bridge Energy Norge entered into an investment agreement with Lime Rock Partners III, L.P. Bridge Energy Norge pre-qualified as licensee on the Norwegian Continental Shelf by the Norwegian Ministry of Petroleum and Energy. Bridge Energy Norge awarded its first Production Licence (PL413) by the Norwegian Ministry of Petroleum and Energy in the 2006 APA round. 2007 January Third exploration well drilled under the ConocoPhillips/BP Farm-in Agreement in Block 49/17, which resulted in the Victoria field gas discovery. April Bridge Energy UK awarded 5 licences in the 24th licensing round for the UK Continental Shelf. Bridge Energy UK acquired Granby Oil & Gas plc for a sum of GBP 23.1 million. The principal asset of Granby was the Tristan North West gas field. Bridge Energy Norge signed a NOK 330 million loan agreement with the Bank of Scotland. Bridge Energy Norge entered into the Talisman Farm-in Agreement, acquiring shares in PL316DS, PL335 and PL337. 69

June September November December Bridge Energy UK raised GBP 46 million of new equity by means of a private placement. A well on PL337 drilled under the Talisman Farm-in Agreement, resulting in the Storskrymten discovery. Bridge Energy UK participated in the drilling of the Mermaid prospect in Block 9/11c. The well was operated by Nautical Petroleum. The well was dry and was plugged and abandoned. Bridge Energy UK recognised as a Development and Production Operator by the DECC. 2008 February Bridge Energy Norge awarded a participating interest in three licences (PL457, PL459 and PL472) by the Norwegian Ministry of Petroleum and Energy in the APA round 2007 May Bridge Energy UK completed a rights issue for 5 million shares which raised GBP 26.3 million. Block 9/22-C Globe well was drilled by Valiant Petroleum. Bridge Energy UK s 25% interest was fully carried in this well. The well was dry and was plugged and abandoned in early June. June August Bridge Energy (SNS) Ltd signed a GBP 30 million Facility Agreement with the Royal Bank of Scotland. Bridge Energy Norge secured two well slots on the Borgland Dolphin for 2012 and 2013, by participation in a well consortium. Following completion of the Victoria well operations, the 49/17-15 Vantage prospect was drilled (Bridge Energy UK 100% paying interest). The well did not encounter commercial volumes of hydrocarbons and therefore the well was plugged and abandoned. October November December First gas achieved from the Victoria field gas discovery. Block 9/11e-14 Broch well was drilled by Statoil ASA (Bridge Energy UK paying interest 10%). The well did not encounter commercial quantities of hydrocarbons and was plugged and abandoned. Bridge Energy UK became a wholly-owned subsidiary of Storm Ventures International (BVI) Limited, a wholly-owned subsidiary of Storm., through a share exchange offer from Storm. 2009 January Bridge Energy Norge awarded four licences (PL494, PL497, PL472B and PL511) on the Norwegian Continental Shelf by the Norwegian Ministry of Petroleum and Energy in the 2008 APA round. February Bridge Energy UK awarded 11 licences in the 25th licensing round for the UK Continental Shelf. The NW Vulcan well drilled in Block 48/25c. April May Bridge Energy UK acquired an interest in the Cobra discovery by acquiring 100% of the share capital in NWE Southern Cross (UK) Pty ltd. Bridge Energy Norge entered into the Dana Farm-in Agreement, for a participating interest in PL027D and PL504. The exploration well 25/8-16 was drilled, resulting in the Eitri discovery. October Bridge Energy Norge pre-qualified as operator on the Norwegian Continental Shelf by the Norwegian Ministry of Petroleum and Energy. Bridge Energy UK signed the BP Exchange Agreement to acquire BP s 25% share in the Victoria field and in the Vulcan East discovery in exchange for Bridge Energy 70

UK s interest the Vanquish discovery. November Bridge Energy UK completed the acquisition of Conoco Phillips 25% share in the Vulcan East discovery. The exploration well 25/8-17 was drilled, resulting in the Jette discovery. 2010 January Bridge Energy UK entered into a Sale and Purchase Agreement with Sorgenia to dispose of its interest in the Monkwell project in Block 42/29a. This deal was completed on 19 April 2010. February Bridge Energy Norge was awarded four licences, including one operatorship, on the Norwegian Continental Shelf by the Norwegian Ministry of Petroleum and Energy in the 2009 APA round, two of which were extensions to existing licences. The awards were PL497B, PL504BS, PL548S and PL554 (operator). Bridge Energy incorporated as Bridge Energy Holding AS and established pursuant to a combination agreement between the Company and the shareholders of Bridge Energy Norge and Bridge Energy UK respectively, pursuant to which the Company acquired all the shares of Bridge Energy Norge and Bridge Energy UK in consideration for new shares in Bridge Energy. March April May June At the Company s general meeting, it was resolved to convert Bridge Energy Holding AS to a public limited liability company and change its name to Bridge Energy ASA. Bridge Energy successfully completed a private placement of 16,225,000 new shares at a subscription price of NOK 20 per share, with gross proceeds of NOK 324,500,000. The new shares were subscribed by both Norwegian and international investors. Bridge Energy completed the initial public offering in preparation for a listing on Oslo Axess. The Company received 220 subscriptions for 291,146 shares at a subscription price of NOK 22 per share. Silverstone Energy UK Limited changed its name to Bridge Energy UK Limited. Bridge Energy Norge completed the agreement with VNG Norge AS for the farmdown of 12.5% working interest in PL 511 on the Norwegian Continental Shelf. After the transaction, Bridge Energy Norge AS holds a 7.5% interest in PL511, which contains the Mjøsa prospect. Bridge Energy UK completed an Agreement with BP to exchange BP s 25% equity interests in the producing Victoria gas field and the Vulcan East near term gas field development for Bridge Energy s 50% interest in the Vanquish discovery. Bridge Energy holds 75% equity in Victoria and 100% in Vulcan East. Victoria is located in Licence P033 Block 49/17, Vulcan East is in Licence P039 Block 49/21 whilst Vanquish is located in Licence P033 Block 49/16. DECC awarded P1738 which includes UK Block 49/13 to Bridge Energy UK which was originally applied for in the 25th Licensing Round. Block 49/13 contains the Rotliegendes Arizona and Nebraska prospects. August November 9.0mmcf/d production from the Victoria field was shut-in from 4 August 2010 after the controls umbilical to the well was severed by unauthorised marine activity. Repairs were completed on time and on budget with the majority of costs being recovered from insurance The decommissioning of the Tristan NW field facilities was completed with the demobilisation of the Ensco 92 rig. The final cost for the decommissioning of Tristan NW was NOK 110 million. Bridge Energy s net cost was NOK 35 million. 2011 February Bridge Energy Norge awarded two new licences, including one operatorship, on the NCS by the Norwegian Ministry of Petroleum and Energy in the 2010 APA round, both of which add acreage to existing licences. The awards were PL494B (30%) 71

and PL554B (60% and operator). March Bridge Energy UK awarded interests in three Central North Sea licences in the UKCS 26 th Round Blocks 14/9, 14 (split) and 14/15:- Bridge Energy 70% (Operator), Atlantic Petroleum 30% Block 21/30e (split):- Bridge Energy 40% (Operator), Idemitsu 40%, Atlantic Petroleum 20% Blocks 9/9d, 9/14 (part) and 9/15d:- MPX 50% (Operator), Bridge Energy 30%, Sorgenia 20% April Mitsubishi formally wrote off the debt associated with Tristan NW project and no obligations remain to Mitsubishi. In addition, formal relinquishment applied for and given by DECC, and Bridge Energy is no longer an equity owner of the licence. Bridge Energy (SNS) Ltd put in place a gas price hedging instrument to provide certainty of cash flow in support of its development and exploration programmes. The instrument is a zero cost collar for calendar year 2012 and is for a total of 10,062,000 therms, or approximately 27,500 therms per day on average for the year. This represents approximately 50% of estimated production from the Victoria field in the year. The floor of the hedge is an average price of 58.5p per therm and the cap is 83p per therm averaged over the year. May August September October Bridge Energy Norge farms-down from 60% to 20% in PL554/PL554B with Total (new operator) Bridge Energy UK signed a farm-in agreement with TAQA Bratani Limited relating to UKCS Licence P201 Block 211/22a North West Area (The Group 10%) whereby TAQA Bratani Limited has agreed to carry the cost of an exploration well in return for a 6% interest subject to success criteria. Bridge Energy UK announced the signing of a Sale & Purchase Agreement to acquire a 50% working interest in the producing Duart field from Nexen for a base consideration of USD 38.5 million. Bridge Energy announced the signing of two new banking facilities: A 42 million reserve based lending facility (the "RBL") with the Royal Bank of Scotland (RBS) and their syndicate partner NIBC Bank. The RBL will refinance the existing 11.4 million of credit currently assigned to the Victoria (phase I) development and will provide an element of cash for the acquisition of the Duart field from Nexen (as announced on 29 September 2011) and the Victoria phase II development. A NOK 400 million Norwegian exploration financing facility, with RBS and DNB as mandated lead arrangers. The exploration facility is available for draw down through 2013 and will support Bridge Energy s 2012 drilling campaign of four wells in Norway. November Bridge Energy UK announced that it had received approval from the UK Department of Energy and Climate Change (DECC) for the development of the Victoria Phase II project. December Bridge Energy UK announced that it had completed the acquisition of a 50% working interest in the producing Duart field from Nexen Petroleum Dragon UK Limited for an adjusted consideration of $37.85 million. The interest will add daily production of 750 barrels of oil per day to Bridge. 2012 January Bridge Energy UK announces term sales agreement for Duart field crude oil production with Shell Trading and Shipping Company (STASCo). Bridge Energy UK announced that it has been notified by the UK Department of Energy and Climate Change (DECC) that it has been awarded block 49/21c in the 72

UK North Sea in the 26th Seaward Licensing Round. Bridge Energy Norge announced that it has been awarded 4 new licences in the 2011 APA licencing round, of which one is an operatorship. February The EGM approved the NOK 108 million Private Placement conditionally completed in January. 9.3 Strategy The Group aims to become a leading independent oil and gas company in the North Sea. The Group further aims to grow shareholder value through expanding its production, cash flow and reserve base by pursuing the following key activities: (i) Development of existing inventory of discovered resource The Group has approximately 250 billion cubic feet of natural gas resources in the ground in the Victoria area, Vulcan East and Vulcan North West. Based on current equity positions and the development timeline for these discoveries, the Group has the potential to move production from the current 1,500 boe/d to 16,000boe/d by the end of 2016. Cash flow from this production is intended to be recycled into wider growth opportunities. (ii) Resource growth through exploration. The Group plans to participate in the drilling of five firm wells in 2012 and, going forward, plans to participate in the drilling of 4-5 wells per year. Participating interests in further drillable prospects will be pursued through both applications in concession rounds and farm-ins. With its comprehensive database of seismic and well data, the Group is not reliant on concession rounds only, but will actively pursue farm-ins based on the prospect library. (iii) Growth through acquisition. The third element of strategy will see the Group add reserves, production and exploration upside potential through acquisition. At 31 December 2011, the Company had estimated accumulated UK tax losses carried forward of NOK 926 million and tax written-down values and other tax allowances of NOK 463 million. The tax losses can be offset against future cash flow from production, and the Company does not expect, based on current estimates of production, expenditure and price projections, to pay any tax in the UK until 2015. However, in order to increase the time value of the UK tax losses, the Company will consider acquiring UK production. Acquisitions will focus on assets with low maintenance production, limited decommissioning liabilities and some exploration upside potential. 9.4 Operations 9.4.1 Introduction The Group is an E&P business with activities in both UK and Norway. The Group has built a comprehensive database of seismic and well data in all areas of the UKCS and NCS, and drillable prospects have been mapped and evaluated and make up a prospect library. The Group is a growth business and has plans to grow both production (and hence cash flow) as well as discovered resources through a balanced programme of development, exploration and acquisition, using its existing portfolio as a foundation. 73

The Group carries out oil and gas exploration and production activities on the UK and Norwegian Continental Shelves through its operational subsidiaries Bridge Energy UK and Bridge Energy Norge. Through its wholly-owned subsidiary, Bridge Energy UK, the Group has production from the Victoria field in the UK Southern Gas Basin and from the Duart field in the UK Central North Sea. The Group also holds operating and non-operating interests in several other discoveries, including the operated Vulcan East and Vulcan North West, which are planned for development in the period from 2014 to 2015. In 2012, the Group intends to participate in four exploration wells in Norway through its whollyowned subsidiary, Bridge Energy Norge, and the Company plans to drill four to five wells per annum going forward. 9.4.2 The UK Continental Shelf 9.4.2.1 Overview Bridge Energy UK is involved in the exploration and development of offshore oil and gas prospects in the UK sector of the North Sea. It is an approved Exploration Operator and recognized as a Development and Production Operator by the Department of Energy and Climate Change. Bridge Energy UK has participated in 8 exploration and appraisal wells on the UK Continental Shelf since 2006 and has operated 5 of those wells. Several licences have been awarded to the company in the licensing rounds for the UKCS. Bridge Energy UK has also acquired assets through the acquisitions of Granby Oil & Gas PLC, NWE Southern Cross UK Pty. and through the ConocoPhillips/BP Farm-in Agreement. Bridge Energy UK will also seek to bring undeveloped discoveries at Victoria Phase 2, Vulcan East and Vulcan North West into production in the coming three years, whilst maintaining an appropriate level of exploration expenditure to ensure future growth. 9.4.2.2 Licences Since its formation, Bridge Energy UK has participated in the 23 rd, 24 th, 25 th and 26 th UKCS licensing rounds and will participate in the 27 th UKCS licensing round. Bridge Energy UK is now a participant in 12 licences on the UKCS and operator in 8: 2 licences granted to Bridge Energy UK in the 25 th licensing round for the UK Continental Shelf; 4 licences granted to Bridge Energy UK in the 26 th licensing round for the UK Continental Shelf, and a further block 49/21c has been offered in this round and the Company are awaiting formal notification of offer from DECC prior to our acceptance; 5 licences through Farm-ins and acquisitions: Blocks 49/17, 48/25b, 49/21, 48/1b & 2c, 9/11c; and 1 licence through the acquisition of Granby Oil & Gas Ltd. 1 licence through the acquisition of a 50% interest in the Duart field from Nexen (the Transaction ) in the Block 14/20b Rest of Block; P.324. 20 licences were relinquished by Bridge Energy UK during 2009 and 16 in 2010 and 2011. 74

The table below gives an overview of Bridge Energy UK s current licences/operatorships: Licence / Block (a) Interest Operator Main Field / 1st Round Discovery / Prospect P033 49/17a 75% Bridge Energy UK Victoria P039 49/21a 100% Bridge Energy UK Vulcan East 4th Round P130 48/25b 100% Bridge Energy UK Vulcan North West P201 211/22a 10% Dana Kerloch 18th Round P979 9/11c 20% Nautical Mariner extension 22nd Round P1243 48/1b & 2c 25% Encore Cobra 25th Round P1592 42/29c, 30c & 47/55e 75% Bridge Energy UK Triton P1738 49/13 100% Bridge Energy UK Arizona 26 th Round P 49/21c (b) P1767 14/9, 14 (14a) and 14/15 66% 70% Bridge Energy UK Bridge Energy UK Vulcan South Anglesey P1791 21/30e (split) 40% Bridge Energy UK Biscuits P1763 9/9d, 9/14a and 9/15d (c) 30% MPX Aragon Out of round P324 14/20b (Rest of Block) 50% Talisman Energy UK Duart * The above table assumes that: (a) DECC approve the operators relinquishment of P1284 (9/27a) and P1674 (48/1d). (b) DECC has offered Bridge Energy Block 49/21c in the delayed awards from the 26 th Licensing Round. No licence number is formally assigned yet. (c) The Company will pay 33% of costs to earn-in a 30% equity in the field. 75

9.4.2.3 (i) Producing Assets Victoria Field (Phase 1) The Victoria gas field is located in the centre of the Rotliegende gas province adjacent to the producing Viking gas fields in the UK North Sea. The Victoria gas field development was successfully completed at the end of September 2008 and first gas was achieved on 19 October 2008.. No expiry date applies to the Victoria licence ( P033) as it will remain active until Victoria Viking ceases production. The field f has relatively low reservoir permeability and was developedd with one vertical hydraulically fractured subsea well tied back to the ConocoPhillips operated Viking BD platform via a 3.8 km flow line. Thee overall cost of the development was GBP 50.3 million. Bridge Energy UK is the field operator. Victoria gas is exported from Viking BDD via ConocoPhillips/BP owned infrastructure to the Theddlethorpe gas terminal, where it enterss the UK National Transmission System. The gas is sold on a spot market related price pursuant to a term saless agreement with JPM. Bridge Energy UK acquired 50% of the interests in the licence in 2006 throughh a ConocoPhillips/BP Farm-In Agreement whereby Bridge Energy UK paid all costs for the drilling of the Victoria discovery well in 2007. Bridge Energy UK subsequently acquired the remainder of BP s working interest in 2010. Bridge Energy UK has a 100% entitlement to all revenues less a 5% net profit royalty (payable to ConocoPhillips) until pay-back of historic costs is achieved. After pay-back Bridge Energy UK s entitlementt to revenues will drop to 75% (unless the royalty holder elects to continue to receive a royalty, in which casee the equity of the royalty holder will be transferred to Bridge Energy UK). For the developed partt of the field, at currentt gas prices, it is likely that the equity entitlement will remain at 100% for the majority of the field life. The cumulative production to 31 December 2011 was 9.0 bcf (1.5 mmboe) and the field is currently producing approximately 6.5 mmcf/d (ca. 1,100 boe/d). The Victoria field developed proven and probable reserves as of 31 December 2011 were estimated at 11.6 bcf. Total gas produced during 2011 was 2.5 bcf. The expected economic reserve life for the Victoria field of 2025 was determined by comparing the forecast production revenues with the forecast costs of producingg the field. Where the revenues exceed the costs the production is economic and forecast production for that period is included as reserves. When the revenues decline below the costs the production is no longer economicc and any 76

further forecast production is excluded from the reserves. Year end 2011 product forward prices were used in the calculation of revenues. r The production forecast for the field was determined from reservoirr engineeringg models which have been calibrated against historic field performance in accordancee with typical good engineering practice. Mature analogue fieldss and the established decline trend in the field were also considered in developing the production and recovery forecasts. Production cost forecasts were determined from analysis of historic operating costs for the field and from the existing commercial contracts with the host facilitiess for production transport and processing. Future operating costs of the host facilities have weree also considered in the analysis and the most recent forecast provided by the host facilities operators were used. (ii) The Duart Field The Duart field is a producing oil field located in UK Central Northh Sea block 14/20b close to the prolific Claymore, Piper and Tartan Area oilfields. Bridge Energy (SNS) Ltd acquired the Duart field effectivee 1 January 2011 from Nexen and the acquisition completedd on the 23 rdd December 2011. The Duart field is a high quality Cretaceous interval oil reservoir contained c inn a simple high relief tilted fault block structure. The field was developed in 2007 with a single subsea development well near the crest of the structure which is supported by a strong natural aquifer drive. The well is tied back to the nearby Talisman operated Tartan platform with a production line, gas lift supply line and control umbilical. Production from the Duart field is processedd on Tartan and co-mingled with other Tartan area production before being piped to the Flotta oil storage terminal. The Duart field has produced a total of 4.1 mmstb to the effective date of 31 December 2011 and the remaining grosss reserves are 1.4 mmstb (0.7 mmstb net to the Bridge e 50% interest). The planned maintenance shutdown of the Duart field host platform, the Talisman operated Tartan platform commenced on 3 October 2011 and has been extended to cater forr additional platform health and safety related work scopes. Tartan owners have advised the shutdown is expected to last until mid March 2012. The daily production from the Duart field f prior too the shutdown was around 1,500 bbl/d (gross) of oil at 75% watercut. The Duart field has favourable commercial terms with the Tartan host platform and Flotta transportation and storage system. The estimated total cost based on operatorr budgets forr 2012 to 77

process transport and ship the oil to a point of sale is around GBPP 3.40 bbl. In addition, the field will pay estimated direct operating expenses of around GBP 1.3mm/year (nett to the Bridge 50% interest) for field services and Operator costs. The field interest pays p an additional 5% net profit royalty to a former licence owner. The expected economic reservee life for thee Duart field of 2018 was determined by comparing the forecast production revenues with the forecast costs of producingg the field. Where the revenues exceed the costs the production is economic and forecast production for that period is included as reserves. When the revenues decline below the costs the production is no longer economicc and any further forecast production is excluded from the reserves. Year end 2011 product forward prices were used in the calculation of revenues. The latest field life forecasts issued by the field Operator extend beyond 20200 and have higher associated reserves. The production forecast for the field was determined from projections of the established reservoir decline rate in accordance with normal good engineering practice. Calibrated reservoir engineering models and mature analogue fields were also considered in developing the production and recovery forecasts. Production cost forecasts were determined from analysis of historic operating costs for the field and from the 2012 operating budget issued byy the field Operator and from the existing commercial contracts with the host facilities for production transport and processing. Bridge Energy estimate field decommissioning costs at around USD 8.8 million net to the Group. Apart from the producing well and flow lines there are no other decommissioning liabilities in respect of the Duart field. In addition to the producing reservoir, the field contains an additional small discovered and tested oil reservoir known as Duart South and ann untested Jurassic prospect known as Duart East. Both these opportunities will be subject to on-going evaluation by Bridgee Energy through 2012. 9.4.2.4 (i) Development Assets Victoria Field (Phase 2 Development) The Victoria gas field will be further developed in 2012 through the t Phase 2 development of the fault blocks adjacent to the producing Victoria gas field. Each of the t fault blocks to be developed has been penetrated by a vertical exploration well whichh tested gas. 78

Two horizontal multi-fractured wells will be drilled and tied back to the existing Victoria Phase 1 infrastructure using identical subsea development architecture as Victoria Phase 1. The well is being drilled in shallow water approximately 21 metres in depth. First gas from the first of these wells, targeting estimated 2P reserves of 21.1 bcf (3.6 mmboe), is expected in H1 2013, subject to rig availability. This well is expected to produce initially 1,800 boepd of production (approximately). The second well is expected to be drilled in 2015, this is estimated to access 14.3 bcf of 2P reserves (2.4 mmboe). No expiry date applies to the Victoria licence (P033) as it will remain active until Victoria Viking ceases production. Bridge Energy UK is also the operator for the Victoria Phase 2 Development. The Victoria Phase 2 Development is also included in the farm-in agreement with ConocoPhillips and BP from 2006 and the BP Exchange Agreement. ConocoPhillips has elected not to participate in the development with its 25% working interest, and instead will receive a 5% net profit royalty as per Victoria Phase 1. Bridge Energy will therefore lift 100% of production from Victoria phase II. The Victoria field Phase 2 proven and probable reserves as of 31 December 2010 are estimated at 43.8 bcf (7.3 mmboe), of which proven and probable reserves net to Bridge Energy UK are 35.4 bcf (5.9 mmboe). Development summary: Status:... Victoria Field (Phase 2 Development) Victoria Phase 2 is sanctioned by DECC, and the project is in development phase Timing:... 1 st well 2013 (2 nd well 2015) Cost estimate:... GBP 35 million (1 st well) Main contracts:... DSV tendered and preferred bidder selected, rig tenders due in late February 2012, topside contract awarded and works on-going Funding:... 1 st well fully funded (2 nd well not currently funded) (ii) Vulcan East P039 Block(s) 49/21 Acquired from ConocoPhillips Award date 1964 Expiry date Operator Bridge Energy UK Limited Partners - 100 % Field Vulcan East Expected drilling 2014 POS Effective 31 Dec 2011 Gross 2P reserves 75.1 bcf (12.5 mmboe) Net probable reserves to Bridge Energy 75.1 bcf (12.5 mmboe) P039 gross probable reserves P039 net probable reserves to Bridge Energy 75.1 bcf (12.5 mmboe) 75.1 bcf (12.5 mmboe) The Vulcan East discovery is located in the UK Southern North Sea, in the Rotliegende Leman Formation. It lies to the east of the producing Vulcan field. The Vulcan East Development is an analogue to the producing Victoria field with moderately low reservoir permeability. Two horizontal wells with multiple hydraulic fractures will be drilled and tied back approximately 18 km to nearby export infrastructure at LOGGS using identical subsea 79

development architecture to Victoria Phase 1. The first developmen t is planned to be drilledd in 2014 prior to tie-in works in summer of 2014. The well is being drilled in shallow water approximately 22 metres in depth. This well is expected to produce initiallyy 3,800 boepd of production (approximately). The field development plan for Vulcan East is planned to bee submitted in 2012. First gas is expected in Q4 2014. The second development well is planned in 2016. No expiry date applies to the Vulcan East licence (P039) as it will remain active until Vulcan main ceases production. Bridge Energy UK is the operator for the Vulcan East Development. Bridge Energy UK acquired 50% of the interests in the licence in 2006 through the ConocoPhillips/BP Farm-in Agreement whereby Bridge Energy UK paid all costs for drilling of the Vulcan East discovery well in 2006. In November 2009, Bridge Energy UK completed the acquisition of ConocoPhillips s 25% interest in the discovery, and in May 2010, Bridge Energy UK acquired BP ss 25% interest in the discovery. Consequently, Bridge Energy UK now owns 100% of Vulcan East. The Vulcan East Development gross probable reservess as of 31 December D 2011 are estimated at 75.1 bcf (12.5 mmboe). Development summary: Vulcan East Status:... Progressed through FEED stage and into pre-development phase Timing:... 2014 Cost estimate:... GBP 105 million (1 st well GBP 64 million, 2 nd well GBP 41 million) Main contracts:... Scope of main contracts have been definedd Funding:... Nott currently funded 9.4.2.5 (iii) Discoveries Vulcan North West Vulcan North West is located in the Rotliegende gas province in the UK Southern North Sea. Closure is providedd by dip against a fault. Three exploration wells w have been drilledd on the structure resulting in three gas discoveries, one of which was tested. Thee reservoir rock has modest permeability analogous to Victoria and Vulcan East. The Vulcan North West Development Plan is similar to the producing Victoria field and Vulcan East developments. Two horizontal multi-fractur red wells will be drilled and a tied back 12 km to the new 80

Vulcan East infrastructure using subsea T development solutions as in Victoria Phase 1. First gas is expected in Q4 2015. Bridge Energy UK iss the operator for the Vulcan North West Development. The Vulcan North West reservoir was discovered by the 48/25a-4 well in 19877 and then appraised and delineated with a further two wells 48/25b-5 in 1989 and 48/20b-6 in 1990. The 48/25b-5 well was flow tested. In early 2009, Bridge Energy UK drilled the 48/25c-6 well on the western flank of the discovery in anticipation of a deeper gas water contact and better reservoir quality in this part of the discovery. Although this well was nott commercial, it encountered a substantial gas column c in the lower quality Upper Leman section andd confirmed the Bridge Energy UK estimate of between 153 and 240 bcf of gas in place in its 100% owned adjoining 48/25b block and the corresponding P50 recovery estimate is 137 bcf. The well was plugged and abandoned. The Vulcan North West Development contingent resources as of 31 Decemberr 2011 are estimated at 121.8 bcf (20.3 mmboe), of which all resources are net to Bridgee Energy UK. Development summary: Vulcan Northh West Status:... Pre-development phase Timing:... 2015 Cost estimate 1 :... GBP 154 million (1 st and 2 nd well GBP 95 million, 3 rd well GBP 59 million) Main contracts:... Scope of main contracts have been definedd Funding:... Nott currently funded (iv) Cobra Cobra is located in the northwest of the Rotliegende gas province in the UK sector. Closure is providedd by dip against a fault. The reservoir is poor quality and will w require stimulated production wells. The Cobra Development scheme is similarr to the other gas developments inn the Bridge Energy portfolio. One horizontal well with multiple hydraulic fractures will w be drilled and tied back to existing infrastructure nearby. Encore Oil plc is the operator for the Cobra development. The Cobra development Gross Contingent Resource as at December 2011 are e estimated at 29 bcf (4.8 mmboe), of which net to Bridge Energyy UK are 7.3 bcf (1.2 mmboe). 81

Development summary: Vulcan East Status:... Pre-development studies and off-take commercial solutions being reviewed. Thee licence will be extended post November 2012, subject to submission of Field Development Plan (FDP) Timing:... 2015/2016 Cost estimate:... GBP 83 million Main contracts:... No contracts have been established Funding:... Nott currently funded (v) Kerloch P201 was a fourth round licencee award, withh an anticipated expiry date d of 2018. Block 211/22a NW contains the Kerloch discovery that t was made in 1976 by well 211/ 22-1. The discovery comprises a tilted fault block with the reservoir section being the sands of thee Brent sequence. The discovery was further appraised in 2005 by the dry well 211/22a-4 and the subsequentt oil well 211/22a-10 that is currently suspended. The operatorr estimates a range in recoverablee volumes of 6.6 to 14.6MMbbls (gross) with a mid-case of the block there is a fault block downthrown from the adjacent Taqa- of 10.33 MMbbls (TOCM 11/11/ 10). In the southern part operated North Cormorant Field. An agreement has been entered into between Taqa and the 211/22aNW partners such thatt should Taqa be successful in drilling a well to develop this t fault block, after project pay-back, the 211/22aNW partners will share in the production from this fault block (termed Contender). The resultant equity in this development would be Taqa 60%, Dana 20%, Antrim 8.4%, First Oil 7.6%, and Bridge 4%. The recoverable volumes as estimated by Taqa are 0.65 MMbbls (gross) base case, c and 4.8MMbbls (gross) upside. Should Taqa be successful in the drilling of the well, the equity in the northern part of the block will change to: Taqa 40%, Dana 30%, Antrim 12.6% %, First Oil 11.4%, Bridgee 6%. It is anticipated that t the Contender well will spud in Q2 2012. Development summary: Vulcan East Status:... Pre-development studies and off-take commercial solutions being reviewed Timing:... 2014-2016 Cost estimate:... Nott yet defined Main contracts:... No contracts have been established Funding:... Nott currently funded 82

9.4.2.6 Exploration Assets In addition to the above development projects, Bridge Energy UK also has the following exploration prospects in its portfolio. (i) P1592 UK North Sea The Triton prospect is located in the northwest quarterr of the prolific Rotliegende gas basin in the UK North Sea. It is a simple fault f closuree near to the developedd Neptune Gas Field. The main uncertainty is the mapping of the trap in an areaa of very poor p data quality and complex overburden. Bridge Energy UK operates thee licence with a 75% participation interest. It iss planned to drill the prospect in 2013 or 2014 subject to rig availability and funding. Theree are no outstanding commitments on this licence. (ii) P1767 UK North Sea The Anglesey prospect is located in the Outer Moray Firth, immediately to the north of the productive Claymore and Scapa Fields. The prospect comprises three well defined tilted fault blocks with an upside stratigraphic pinch-out of the Upper Jurassic Sgiath sandstone reservoir to the north. The central fault block has mean gross prospective resourcess of ca. 23 mmboe and a chance of success of 23%. The main risks include reservoir quality andd hydrocarbon charge. Prospect evaluation is on-going. There are no outstanding commitments on this t licence. 83

(iii) P1791 UK North Sea The Biscuits prospects are located in the highly productive western flank of f the Central Graben near the Shell-operated Gannet Fields and the Dana-operated Guillemot Fields.. Biscuits consist of a number of prospectss at the Fulmar, Pentland and Skagerrak level in i which Bridge has 40% equity. The largest prospect (Cracker) contains c mean gross prospective resources of ca. 7.5 mmboe with a 17% chance of success. The main risk is reservoir quality. Prospect evaluation is on-going. There are no outstanding commitments on this licence. (iv) P1763 UK North Sea The P1763 licence is located in the Northern North Sea, south of the Bruce oil and gas field. f The licence was primarily obtained to evaluate a late Jurassic (Heather) sandstone play. Two wells have penetrated the Heather Formation in the block, 9/14a-3, which contained c 1453' gross section of sand and shale and 9/9d-17, which contained a 15' gross section off sand and shale. An RFT sample of gas was recovered from the top sand bed in 9/14a-3 and the 9/ /9d-17 well took a gas kick from the Heather. 84

The Aragon prospect is located in a Jurassic fault controlled sub-basiin this sub-basin being largely restricted to on thee edge of the Viking Graben. The Heather sands have limited development the areaa around the 9/14a-3 well. They appear thin or absent to the north inn 9/9d-17 and to the east. To the west is a large fault rising up to the East Shetland Platform. The Aragon prospect is a pinch-out trap of Heather sands up-dip from the gas seen in 9/14a-3. Prospect evaluation is on- going. There are no outstanding commitments on this licence. The Company will pay 33% of costs to earn-in a 30% equity in the field. (v) P1738 UK North Sea The Arizona prospect is located in the Southh North Sea gas basin too the west off the Carrick Field. It was awarded as a 25 th Round promote licence that has a drill or drop decision date off 1 st May 2012. It has been mapped on moderately good quality 3D seismic data and the target is gas charged Rotliegendes sandstone reservoirr sealed by overlying Zechstein evaporites. The top Rotliegendes time structure att Arizona shows a low, however,, due to ann overlying syncline containing Tertiary and Cretaceous sediments after depth conversion an anticline has be mapped. Prospect evaluation is on-going. There are no outstanding commitments on this licence. Nebraska is another prospect in this licence. It is not described in detail as a Arizona is regarded as main prospect. 85

(vi) P979 UK North Sea P979 is an 18th Round licence, with an anticipated expiry date of 2034. Blockk 9/11c is located in the Northern part of the UK North Sea, immediately to the south of the Statoil-operated drilled in 2007 by undeveloped Mariner heavy oil field in block 9/11a. The Mermaid prospect was well 9/11c-13 but was dry and the well plugged and abandoned. At A present itt is believed that the Mariner Field extends into the northern partt of 9/11c, although attempts to monetize this by a sale to Statoil have so far been unsuccessful. There are no outstanding commitments on the licence. Prospect evaluation is on-going.. (vii) P 49/21c This block was awarded 6 January 2012 to Bridge Energy (operator) 66%, Nuon (recently acquired by Tullow Oil) 34%. No licence number has been formally assigned yet. Hence, prospectivity is not described in any detail here. The licencee is for an initial termm of four years and carries c a commitment to reprocess 150km of 3D seismic data. A decision on drilling a well will be required to be made by the end of the fourth f year of the initial term. The Companyy awaits the formal notification from DECC prior to formally f accepting the award. 9.4.3 Norwegian Continental Shelf Bridge Energy Norge s core activity is exploration for oil and gass on the Norwegian Continental Shelf. The company is pre-qualified as licensee and operator on thee Norwegian Continental Shelf by the Norwegian Ministry of Petroleum and Energy. Throughh its participation in licensing rounds and active acquisition by farm-in/purchase on the Norwegian Continental Shelf, Bridge Energyy Norge has reached itss present licence portfolio, which provides a sound stepping stone for increased activity. Bridge Energy Norge has participated in sixx wells, which has resulted in threee discoveries, one of which is under development, but where Bridge Energy has chosenn not to participate due to weak project economics and high project risk. In addition, wells in neighbouring licencess to PL457 have made discoveries the Draupne and Apollo discoveries which Bridge Energy and its licencee partners believe extendd into PL457. 86

Bridge Energy Norge will increase the exploration activity on the Norwegian Continental Shelf. This will be done through participation in licensing rounds, in addition to executing a very active farm-in policy. The aim will be participation in four to five wells per year going forward. 9.4.3.1 Licences Since 2005, Bridge Energy Norge has participated in the APA rounds for the years 2006, 2007, 2008, 2009, 2010 and 2011. The company also participated in the 20 th round and 21 st round, but these rounds were concentrated in frontier areas outside of Bridge Energy Norge s core areas, and Bridge Energy Norge delivered a limited application resulting in no award. As a result of the licensing rounds and farm-ins/acquisitions, Bridge Energy Norge is now participant in 13 licences on the Norwegian Continental Shelf: 1 licence granted to Bridge Energy Norge in the 2006 APA round for the Norwegian Continental Shelf; 3 licences granted to Bridge Energy Norge in the 2007 APA round for the Norwegian Continental Shelf; 4 licences granted to Bridge Energy Norge in the 2008 APA round for the Norwegian Continental Shelf; 4 licences granted to Bridge Energy Norge in the 2009 APA round for the Norwegian Continental Shelf; 2 licences granted to Bridge Energy Norge in the 2010 APA round for the Norwegian Continental Shelf; 4 licences offered, not yet effective, to Bridge Energy Norge in the 2011 APA round for the Norwegian Continental Shelf; Shares in 3 licences acquired through the Talisman Farm-in Agreement; and Shares in 2 licences acquired through the Dana Farm-in Agreement. Licences PL316DS, PL335, PL413, PL459, PL472 and PL472B, have subsequently been relinquished. The table below gives an overview of Bridge Energy Norge s current licences. Licence Blocks (parts) Interest Operator Main Discovery/Prospect PL 027D 25/8 10% Det norske oljeselskap ASA (Jette) / Eitri / Iving PL 337 15/12 10% Det norske oljeselskap ASA Storskrymten / Låglegan PL 457 16/1 20% Wintershall Norge ASA Draupne Ext. (Asha) / Noor PL 494/494B/494C 1 2/6, 9 30% Dana Petroleum Norway AS Hercules PL 497/497B 7/7,8,11 30% Det norske oljeselskap ASA Geite PL 504/504BS 25/7 8.5% Det norske oljeselskap ASA (Jette) / Brandhaug PL 511 6406/5,6,9 7.5% Wintershall Norge ASA Mjøsa PL554/554B 34/6,9 20% Total E&P Norge AS Garantiana PL617 1 2/9 15% Valiant Petroleum Norway AS PL623 1 15/8, 9, 11, 12 20% Talisman Energy Norge AS PL629 1 25/1, 2, 4, 5 40% Bridge Energy Norge AS 1 PL494C, PL617, PL623 and PL629 were awarded 3 February 2012 as part of the APA 2011 licensing round. 87

9.4.3.2 (i) Discoveries Eitri (and Jette) The PL027D Eitri discovery wass made by well 25/8-16S in 2009.. Water depth is 126 m. Bridge Energy Norge has a 10% interest in Eitri, which is operated by Det D norske oljeselskap ASA. The discovery well proved 2.5 meter of oil at 1947 mtvdss. Oil is found down to o 1950 mtvdss. The Eitri discovery is probably too small to be economically developed. Jette was discovered with the wells 25/8-17 and -17A in 2009. Water depth is 127 m. The discovery is split on three licences; PL027DD (Bridge Energy: 10% interest), PL504/504BS (Bridge Energy: 8.5% interest) and PL169 (Bridge Energy not a licence holder). A plann for development of Jette was delivered to the Norwegian authorities in September 2011. 2 Bridgee Energy s opinion is that this is a marginal project with significant downside and limited upside. The company has not succeeded in farming out its interest in Jette and has declared non-participation in the PDO. Dana has reached the same conclusion, and a new Jette unit will be formed without participation from Bridge and Dana. Development summary: Eitri Status:... Nott viable underr today s economic conditions Timing:... Licence expire 2015 Cost estimate:... Nott defined Main contracts:... No contracts have been established Funding:... Nott funded 88

(ii) Storskrymten The PL337 Storskrymten discovery made byy the 15/12-18S and -18A wells in 2007 is located in the Norwegian North Sea. Water depth is 91 m. It is a Tertiary structural trap north of the Varg field and west of the Grevling discovery. Storskrymten may be produced through two horizontal wells and one commingled water injector as a subsea tie-back to a Grevling development. Bridge Energy Norge has a 10% participation interest in Storskrymten, whichh is operated by Det norske oljeselskap ASA. Bridge Energy Norge s share of the total developmentd t cost is estimated at around NOK 150 million. Development summary: Storskrymten Status:... Pending positivee decision on nearby Grevling discovery Timing:... 2013-2015 Cost estimate:... NOK 1.5 billion Main contracts:... No contracts have been established Funding:... Nott currently funded (iii) Draupne Extension (Asha) 89

The Middle Jurassic Draupne discovery was made in 2008 by well w 16/1-9 in the neighbouring PL001B licence. Water depth is 112 m. Thee well showed 44 m of oil down too base reservoir. The Draupne discovery has been appraised byy well 16/1-11 and, onn 25 March 2010, the operator reported that 57 meter hydrocarbon column has been identified inn the same reservoir interval as found in discovery well 16/1-9. Draupne is expected to be developed as a tie-back to the Luno development. Bridge Energy Norge has a 20% interest in the PL457 into which the Draupne discovery extends. In PL457, Draupne extension is referred to as Asha. A firm well on Asha/Noor is scheduled for Q2/20122 (Bredford Dolphin). Bridge Energy Norge s net sharee of the total Draupne (Asha) discovery is expected to be 2%. Development summary: Draupne (Asha) Status:... Preparing appraisal well Timing:... 2012 Cost estimate:... NOK 400 million Main contracts:... No contracts have been established Funding:... Fully funded 9.4.3.3 (i) Exploration Assets PL027D The Iving Statfjord prospect is located in the south-western part of block 25/ /8. It is a 4-way-dip closure formed on top of an underlying fault along the Utsira High margin. Thee main uncertainty is the top seal integrity. Additional potential is present in the Paleocene Ty Fm. Water depth is approximately 130 m. Proximity to the Jotun facilities allows early development of a potential Iving discovery. PL 027D work commitment has been fulfilled. Prospect evaluation iss on-going. 90

(ii) PL337 The Låglegan prospect is located 1-2 km east of well 15/12-1 and a is a stratigraphic trap t with assumed intra Heather Formation, Varg reservoir. A reservoir wedge pinching out towards the west and south-west setss the trap definition. The migration is from local source directly in connection with the reservoir geometry. A source rockk maturity and migration model suggests that sufficient hydrocarbons have been generated, although at a quite early mature stage. Water depth is approximately 90 m. The East Mary prospect represents a down-faulted trap relative to the high drilled by well 15/12-1. The reservoir is assumed to be in the Hugin Formation, and hydrocarbon filling relies on sealing faults against the high. Water depth is approximately 90 m. The initial PL337 work programme has beenn fulfilled. Prospect evaluation is on-going. 91

(iii) PL457 The Noor prospect is assumed to consistt of Upper Jurassic sandstones. The Noor prospect is located approximately 28 km from the Grane field in a water depthh of 110 m, and can in case of a discovery be developed as partt of the Luno development. A firm Asha/Noor well is scheduled for Q2/20122 (Bredford Dolphin). (iv) PL494 / PL494B / PL494C The play concept for the Hercules prospectt comprises reservoir sandstones of the Upperr Jurassic Ula Fm. The proximity to source rock favour hydrocarbon sourcing to Hercules. The presence of reservoir is uncertain, but documented in two nearby wells. Main concern is probably leakage along the eastern fault against the Mandal High. The Hercules prospect is expected to have sufficient resources to justify a stand-alone development concept in case of a discovery.. With a water depth of approximately 70 m, a standalone concept is expected to consist of a wellhead platform with processing equipment. Oil may be produced to a storage tank and off-loaded to a tanker or 92

exported to the Valhall field for pipeline export. Gas can be exported to either Syd Arne or Harald on the Danish Continental Shelf. Valhall/Ekofisk or to The PL494/PL494B work commitment is completed. Prospect evaluation is on-going. A drill or drop decision is due 23 July 2012. As a small part of the Virgo prospect was located in open acreage, PL494C was awarded to the PL494 licencees 3 February 2012 without any additional work commitments. (v) PL497 / PL497B The Triassic Geite prospect is a large 4-way-dip closure up-dip of the t 7/8-4 well that found water- located wet sands in the Triassic. The spill-point to the east is poorly imaged. The Geite prospect is approximately 33 km west of the Ula field. Water depth is approximately 80 m.. The PL497/PL497 B work commitment is too drill a firm well to test Jurassic or Triassic strata within 23 January 2013. A Geite well iss scheduled for Q3/20122 (Maersk Guardian). 93

(vi) PL504 / PL504BS The Brandhaug prospect is located in the eastern part of block 25/7. It is a combined structural and stratigraphic trap at Hermod level. The main uncertainty is the trap integrity and reservoir presence. Water depth is approximately 130 m. Proximity to the t Jotun facilities allows early development of a potential Brandhaug discovery. PL504/PL504BS work commitment has beenn completed. Prospect evaluation is on-going. (vii) PL511 Mjøsa is a Jurassic, fault bounded 4-way-dip closure near the Onyx discovery in Mid Norway. It is believed to include multiple reservoir units.. The main risk is top seal failure due to high pressure. In case of a discovery condensate will be exported by pipeline to the t Åsgard C FPSO for unloading to tanker, and wet gas will be exported via the Åsgard Transportation Systemm (ATS) pipeline via the Kristin field. 94

The PL511 work commitment is to drill a firm well within 23 January 2013. A well to test the Mjøsa prospect is scheduled for Q4/2012 using the Transocean Arctic rig. The water depth is approximately 240 m. (viii) PL554/ /PL554B (ix) PL617 The Garantiana prospect is located on trend with the Visund field in the North Sea Tampen area and consists of stacked reservoirs of Brent, Cook and Statfjord/Lunde Fms. The prospect is partly dependent on sealing faults. A well to test the Garantiana prospectt is scheduled for Q3/2012 using the Borgland Dolphin rig. Garantiana is located about 28 km from the Visund A and Snorre B platforms. The water depth in the t area is approximately 380 m. A sub-sea development with a 28 km tie-back to Visund or Snorre may be viable development scenarios. On 21 February 2011, Bridge Energy Norgee signed an agreement with Total E&P Norge AS for the farm-down of 40% working interest in PL554 and PL554B on the Norwegian Continental Shelf. Upon completion of the transaction, Bridge Energy Norge holdss a 20% interest in PL554 and PL554B. The agreement assumed the transfer of operatorship to Total E&P Norge AS. The farm- down was completed on 31 May 2011. The licence was awarded 3 February 2012 to Valiant Petroleumm Norway AS (operator) 50%, Premier Oil Norge AS 35%, Bridge Energyy Norge AS 15%. The licence is located in Block 2/9. Work commitment is purchase of existing 3D seismic data, G&G studies, and a Drill/Drop-decision within two years from award. Expiry datee for the licence is 3 February 2019. No reserves or resources are allocated for this licence yet. (x) PL623 The licence was awarded 3 February 2012 to Talisman Energy Norge AS (operator) 40%,, Premier Oil Norge AS 20%, Bridge Energy Norge AS 20%, Maersk Oil Norway N AS 20%. The licence is located in Blocks 15/8, 15/9, 15/11 and 15/12. Work commitment is to merge and reprocess r existing 3D seismic data, G&GG studies, and a Drill/Drop-decisionn within twoo years from award. Expiry date for the licence is 3 February 2019. No reserves or resources are allocated for this licence yet. 95

(xi) PL629 The licence was awarded 3 February 2012 to Bridge Energy Norge AS (operator) 40%, Concedo ASA 20%, Centrica Resources (Norge) AS 20% and Faroe Petroleum Norge AS 20%. The licence is located in Blocks 25/1, 25/2, 25/4 and 25/5. Work commitment is purchase of existing 3D seismic data, G&G studies, and a Drill/Drop-decision within two years from award. Expiry date for the licence is 3 February 2019. No reserves or resources are allocated for this licence yet. 9.5 Reserves and resources Total 2P reserves for Bridge Energy add up to 18.7 million barrels of oil equivalents (ref. the table below which is a part of the Annual Statement of Reserves as of 31 December 2011). Bridge Energy has interests in two producing fields; Victoria and Duart. In Victoria Bridge Energy is operator with 75% interest (100% entitlement to reserves). In Duart, Bridge Energy is partner with 50% interest. Bridge Energy has interests in two non-developed projects with allocated reserves; Victoria Phase II and Vulcan East. Victoria Phase II is planned developed with two production wells, V02 and V03, which are reported as two separate entries in the table below. 96

9.5.1 External opinions on reserves and resources For the Annual Statement of Reserves as of 31 December 2011, Bridge Energy has commissioned AGR Petroleum Services AS, registered in Oslo, for audit of the Norwegian assets. The UK assets have been audited by Tracs International Consultancy Ltd, registered in Aberdeen. AGR Petroleum Services AS and Tracs International Consultancy Ltd are both well recognized petroleum engineering companies in the industry, and they are both 100% owned by AGR Petroleum Services Holdings AS. 9.5.2 The Company s comments on changes to reserves and resources after 31 December 2011 Events in 2012 which have or may have caused material changes to the 31 December 2011 reserves and resources are: (i) Production at Victoria in 2012 The Victoria gas production continues on a stable rates of around 6.5 mmscf/day, same levels as for 2011. Production performance is in good agreement with reservoir models. (ii) Production at Duart in 2012 The planned maintenance shutdown of the Duart field tie back point, the Tartan platform commenced on 3 October 2011 and has been extended to cater for additional platform health and safety related work scopes. Tartan owners have advised the shutdown is expected to last until mid- March 2012. (iii) Additional licences after 31 December 2011 In Norway, at the APA 2011 awards, Bridge Energy received four new licences (PL494C, PL617, PL623 and PL629) in the North Sea effective as of 3 February 2012. In the UK, Bridge Energy has been notified that DECC intends to offer Bridge Energy Block 49/21c in the delayed awards from the UK 26th round. No reserves or resources are allocated for these additional licences. (iv) Licences relinquished after 31 December 2011 A partial relinquishment in PL337 is effective as per 20 January 2012. The Storskrymten discovery and the Låglegan and East Mary prospects are not affected by this partial relinquishment. PL548S was relinquished with effective date 19 February 2012. In the UK, no relinquishments with significant impact to reserves or resources are made since 31 December 2011. 9.5.3 Classification of Reserves and Contingent Resources All Contingent Resources and Prospective Resources have been classified in accordance with SPE PRMS Guidelines for Application of the Petroleum Resources Management System, dated November 2011, and the NPD 2001 classification system and are consistent with Oslo Stock Exchange s guidelines for the disclosure of hydrocarbon reserves and contingent resources, see the figure below. 97

SPE PRMS 2011 and NPD 2001 classification systems compared SPE PRMS 2011 NPD 2001 9.6 Legal, economic and environmental framework of the oil business Bridge Energy operates on the continental shelves of UK and Norway. The public regulators of the two jurisdictions keep a strict regulatory regime with regard to the oil and gas activity in all its phases. A common characteristic is that the government is strongly involved in the industry as a regulator and requires all companies entitled to explore, develop, produce and transport oil-related products to hold licenses. Bridge Energy is approved as licensee and operator in Both UK and Norway after a consideration by the appropriate regulators of the company s technical and geological competence, the financial strength and HSE-experience to mention some. 9.6.1 The Norwegian regulatory framework for the oil industry The legal basis for government regulation of the petroleum sector in Norway is constituted by the Petroleum Act 1996 section. The Petroleum Act provides the legal framework for the licensing system whereby exploration and production licenses are awarded. The Norwegian licensing system comprises various licenses, approvals, agreements and other mechanisms. The Production License is the core document of the licensing system and gives the licensee an exclusive right to explore for (including drilling), develop and produce petroleum in the block(s) covered by the license. The award of Production Licenses is normally made through annual licensing rounds. In addition, all unlicensed acreage in the mature areas is open for application in annual award procedures. The Production License can be awarded to one or several oil companies, becoming licensees. One of them is appointed as the Operator by the Ministry of Petroleum and Energy and thus becomes responsible for the daily operations of the parties joint activities in accordance with the Production License. The License governs the licensees rights and obligations towards the Norwegian state. The license is awarded for an initial period (up to ten years) within which period the specified work must be fulfilled. Given such fulfilment, the duration of the license is normally extended, and the licensees can retain up to half the acreage covered by the license for a period of up to 30 years. 98

One of the conditions of the Production License is that the licensees enter into a Joint Operating Agreement in the standard format prepared by the Ministry. The agreement governs the relationship between the licensees as it forms the basis for day-to-day management of the activities, allocation of costs, decision-making process etc. A management committee is established as the supreme body of the partnership, in which all licensees are represented. The voting rules applicable as well as the operator s rights and duties are also regulated by this agreement. All petroleum produced is allocated to the licensees in accordance with their share in the license. Exploration can only be carried out on the basis of a Production License, The license operator must obtain consent from the Petroleum Safety Authority prior to start drilling operation and the consent must be obtained for each and every exploration well. In order to achieve such consent, the operator must submit detailed information of both technical and environmental aspects and comprehensive HSE procedures must be in place. If relevant, also permits to discharge pollutants to sea and air must be obtained from the Norwegian Climate and Pollution Agency. In order to develop a petroleum discovery, the license partners must submit a plan for development and operation to the authorities. This plan must be approved by the Ministry and if the estimated investment is more than NOK 10 billion, it must be approved by the Norwegian parliament, Stortinget. If the license reaches the production phase, the Norwegian Petroleum Directorate issues annual production permits which allow the licensees to produce defined volumes of petroleum, considering i.a. proper resource management. The main principle for the Directorate is to ensure maximum depletion of petroleum from the reservoirs. At the end of the life of a license, the licensees are required to submit to the Ministry a plan for decommissioning and cessation of the petroleum activities. Based on the provided plan, the Ministry then decides on the disposal of the facilities. More information on the Norwegian regulatory system may be found at www.npd.no. 9.6.2 The regulatory framework for the UK continental shelf The Petroleum Act 1998 provides the legal basis in relation to all rights to the UK petroleum resources. The UK also grants licenses providing a standard format of the petroleum producing activity on the UK continental shelf. The granting of licenses is as a main rule conducted in order to ensure a maximum exploitation of the reserves and resources, but considerations with regard to the protection of the environment and other interests are also taken into account. Each of these licenses confers such rights over a limited area and for a limited period. Most Licenses follow a standard format, but the UK Department for Energy and Climate Change (DECC) is flexible in this and ready to consider adapting new licences to suit special scenarios. Licences can be held by a single company or by several working together. All the companies on a Licence share joint and several liability for operations conducted under it. Seaward Production Licenses and Petroleum Exploration and Development Licenses are valid for a sequence of periods, called Terms. These Terms are designed to follow the typical lifecycle of a field: exploration, appraisal, production. Each Licence expires automatically at the end of each Term, unless the Licensee has made enough progress to earn the chance to move into the next Term. The Initial Term is usually an exploration period. For Seaward Production Licenses it is normally set at four years, although it can be longer for frontier Licences. The Initial Term carries a Work Programme of exploration activity that DECC and the Licensee will have agreed as part of the 99

application process. The License expires at the end of the Initial Term unless the Licensee has completed the Work Programme by then. At that time the Licensee must also relinquish a fixed amount of acreage (usually 50 %), which is another attempt to ensure that the Licensee has explored the whole acreage by then. The Second Term is intended for appraisal and development. It lasts for four years for Seaward Production Licenses and five years for Petroleum Exploration and Development Licenses. The License expires at the end of the Second Term unless the Secretary of State has approved a Development Plan by then. The Third Term is intended for production. It lasts for 18 years for Seaward production Licenses and 20 for Petroleum Exploration intended for production. When several companies are party to a License, they usually make an agreement among themselves governing future operations. Such an agreement is commonly called a Joint Operating Agreement (JOA). Creating or amending a JOA commonly entails that apportionment of at least some of the rights granted by a Petroleum Act 1998 licence. As such, it requires the consent of the Secretary of State see. In order to develop a petroleum discovery, the license partners must submit a Field Development Plan to the authorities. This plan must be approved by the Secretary. As a licensee you may decide not to accede the plan for development and operation. In order to construct and operate pipelines and facilities for the transportation and/or processing of petroleum, a plan for installation and operation must also be submitted to the Secretary for approval. Decommissioning of offshore oil and gas installations and pipelines is regulated by DECC utilizing the legislation under the Petroleum Act 1998. The Act requires companies to prepare a decommissioning programme. More information may be found at the website of the UK Department of Energy and Climate Change; www.og.decc.gov.uk. 9.7 Research and development, patents and licences The Company does not carry out any research or development activities nor does it have any intellectual property or patents. The Company does not hold any material research or development patents. The Company relies on its oil and gas licences in order to conduct its exploration, development and production business. See Section 9.4 Operations for a detailed description of the Company s material oil and gas licences. The Company is not dependent on any other industrial, commercial or financial contracts or new manufacturing processes. 9.8 Dependence on licences and contracts The Company is of the opinion that it is dependent on the licences pertaining to the Victoria field and the Duart field (as further described in Section 9.4.2 The UK Continental Shelf ) in order to maintain its production, and thereby its revenues and cash flows. 9.9 Material contracts On 2 March 2010, the Company entered into an agreement for the combination of former Bridge Energy AS (now Bridge Energy Norge) and former Silverstone Energy Limited (now: Bridge Energy UK) with the shareholders of Bridge Energy Norge and SVI (BVI) (defined above as the Business 100

Combination ). The Business Combination was completed on 26 March 2010, prior to the listing of the Company s Shares on Oslo Axess. Please also see Section 11.2 Selected condensed financial information the Group for a further description of the Business Combination. Other than this, the Company has not for the past two years entered into any material contract that are not contracts entered into in the ordinary course of business. 9.10 Trend information and other factors that may affect the operations of the Company The Company has not experienced any significant trends that are significant to the Company after 31 December 2011. Other than set out below, the Company is not aware of any trend, commitment, event or uncertainty that is reasonably expected to have a material effect on the Company s business for at least the current financial year. There are, however, many uncertainties inherent in the oil exploration and production business and operations in foreign countries that could have material adverse effects on the Company s business. See the Section 2 Risk factors for further particulars. Further, the Company is not aware of any governmental, economic, fiscal, monetary or political policies or factors that may material effect the operations of the Company, other than those described in Section 2 Risk factors. The planned maintenance shutdown of the Duart field tie back point, the Tartan platform commenced on 3 October 2011 and has been extended to cater for additional platform health and safety related work scopes. Tartan owners have advised the shutdown is expected to last until mid March 2012. The timing of when the Duart production will recommence will have a material impact on the Company s revenues and cash flows. 101

10 BOARD OF DIRECTORS, MANAGEMENT AND EMPLOYEES 10.1 Board of Directors 10.1.1 Overview of the Board of Directors The Board of Directors is responsible for the overall management of the Company and may exercise all of the powers of the Company not reserved to the Company s shareholders by its Articles of Association or Norwegian law. The Articles of Association provide that the Company s Board of Directors shall consist of between 5 and 7 Board members. The Board members are elected by the shareholders at the annual general meeting or any extraordinary general meeting called for that purpose. Bridge Energy s current Board of Directors is composed of six members, all of which are elected by the shareholders. The names, positions and term of the members of the current Board of Directors are set out in the table below. Name Position Served since Term expires William McCall... Chairman March 2010 AGM 2012 Cecilie Amdahl... Board member March 2010 AGM 2012 Matthew Joseph Brister... Board member February 2010 AGM 2012 Lynn Helen Calder... Board member August 2011 AGM 2013 John Eason Forrest... Board member August 2011 AGM 2013 Astrid Koppernæs... Board member March 2010 AGM 2012 Roy Smitshoek 1... Deputy Board member November 2010 AGM 2012 1 Personal deputy Board member for Matthew J. Brister The composition of the Company s Board of Directors is in compliance with the independence requirements of the Norwegian Code of Practice published by the Norwegian Corporate Governance Board on 21 October 2010, as amended (the Corporate Governance Code ). The Corporate Governance Code provides that a director is generally considered to be independent when he or she does not have any personal, material business or other contacts that may influence the decisions he or she makes as a director. In the Company s opinion 4 out of 6 members of the Board of Directors are independent of the Company s executive management (see Section 10.2 Management ) and significant business relations. Board member, Matthew J. Brister, served as CEO of Silverstone Energy Ltd. (now: Bridge Energy UK Ltd.) up until 26 March 2010 when the combination with Bridge Energy Norge AS took place and Board member, John E. Forrest, has a consultancy agreement with Bridge Energy UK. Furthermore, 5 out of 6 Board members are considered independent of the Company s large shareholders (shareholders holding more than 10% of the Shares). Board member, Lynn Helen Calder, represents the shareholder Lime Rock Partners, ref. Section 10.6 Conflicts of interests. The Company s business address at Lensmannslia 4, 1386 Asker, Norway, serves as c/o addresses for the members of the Board of Directors in relation to their directorships of the Company. 10.1.2 Brief biographies of the members of the Board of Directors Set out below are brief biographies of the members of the Board of Directors of the Company, including their relevant management expertise and experience, an indication of any significant principal activities performed by them outside the Company and names of companies and partnerships of which a member of the Board of Directors is or has been a member of the administrative, management or supervisory bodies or partner the previous five years (not including directorships and management positions in subsidiaries of the Company). 102

In the following, for directorships the denominations C and BM states the position as chairman of the board of directors ( C ) and ordinary board member ( BM ), respectively, in the relevant companies. William McCall (born 1963), Chairman of the Board William McCall acts as chairman and director of a number of private equity backed companies. He is a former individual member of the London Stock Exchange, and regulated individual by the UK Securities and Futures Authority (SFA). He is a former Director of Charterhouse Tilney, a securities firm, and Singer & Friedlander, a UK merchant bank. Mr McCall has been principal of his own firm, McCall & Partners since 1999. William McCall has served as director of Bridge Energy Norge (formerly Bridge Energy AS) since 2007, and also served as chairman of Reservoir Exploration Technology ASA in the period from 2004 to 2009. Mr McCall is a Chartered Fellow of the Securities Institute CFSI and a Chartered Banker (Scotland). Mr McCall is a UK citizen and resides in the UK (Scotland). Current directorships, partnerships and management positions McCall & Partners Limited (BM) McCall, Aitken, McKenzie & Co Limited (BM) ACICS Limited (C) Verdande Technolgy AS (C) Verdande Energy AS (C) I-TEC AS (C) Aptomar AS (C) Crosshairs Embedded AS (C) Guardian Global Technologies Ltd (C) Petro Tools Holding AS (C) Previous directorships, partnerships and management positions last five years Nimbus Partners Limited (BM) LSK Supplies Limited (BM) Cutting Edge Theatre Productions (BM) Chestnutbay Limited (C) RXT (UK) Limited (BM) Leasedrive Velo Group Limited (C) Leasedrive Velo Holdings Limited (C) The Motor Group Trustees Limited (C) Mull Topc Limited (C) RXT ASA (C) McKinnon & Clarke Holdings Limited (C) Cecilie Amdahl (born 1964), Board member Cecilie Amdahl has a law degree from the University in Oslo, and works as a lawyer in Advokatfirmaet Schjødt DA in Oslo, where she has been a partner since 2000. Mrs Amdahl has over 20 years of experience serving as legal advisor to professional and private clients within a broad range of sectors. She currently serves as chairman and director of several private limited companies in Norway. She has previously served as board member of FMC Kongsberg Subsea AS, Acta Asset Management ASA, and currently holds the position as chairman of the board of Wunderlich Securities AS and Norse Energy Corp. ASA. Mrs Amdahl is a Norwegian citizen and resides in Norway. Current directorships, partnerships and management positions Wunderlich Securities AS (C) Acta Kapitalforvaltning AS (BM) Telio ASA (BM) Norse Energy Corp. ASA (C) Felicia AS (C) Gruppo Moda Norge AS (C) Isolde 1 AS (Deputy BM) Isolde 2 AS (Deputy BM) Isolde 3 AS (Deputy BM) Timar Finans AS (Deputy BM) Previous directorships, partnerships and management positions last five years FMC Kongsberg Subsea AS (BM) Acta Asset Management ASA (BM) Advokatfirmaet Schjødt DA (C) Apply ASA (BM) 103

Matthew Joseph Brister (born 1958), Board member Matt Brister is currently the Chief Executive Officer of Chinook Energy LLC. Mr Brister is a registered Professional Geologist with 29 years experience in Western Canada, North Africa and the North Sea. Mr Brister was the President and CEO of three successful junior oil and gas producers that were profitably grown and sold over the last 12 years. In that role, he gained valuable oil, gas, heavy oil, execution and management as well as capital markets experience in Canada and the United States. He has been a board member of Bridge Energy since the incorporation of the Company on 19 February 2010. Mr Brister is a Canadian citizen and resides in Canada. Current directorships, partnerships and management positions Storm Sahara Limited (President) Chinook Energy Inc. (C, CEO and president) Storm Ventures Int. Inc. (President and CEO) Storm Resources Limited (BM) 539934 Alta. Inc (President) Storm Gas Resources (Director) Calgary Stampeders Limited Partnership (Partner) Previous directorships, partnerships and management positions last five years Storm Exploration Inc. (BM) Triaxon Energy (BM) Wilderness Energy (BM) Lynn Helen Calder (born 1978), Board member Lynn Calder joined the Lime Rock Partners team in September 2008 and became a Vice President in 2011. Ms Calder previously worked for six years with Talisman Energy, a Canadian independent E&P company, where she was involved in a number of business and commercial roles, latterly managing Talisman s non-operated assets in the UK and Netherlands. Ms Calder is a UK citizen and resides in the UK. Current directorships, partnerships and management Previous directorships, partnerships and management positions positions last five years Lime Rock Partners (Vice President) - E.V. Offshore Limited (BM) PanGeo Subsea Inc. (BM) John Eason Forrest (born 1956), Board member John Forrest graduated from Heriot-Watt University, Edinburgh and is a Fellow of the Institute of Chemical Engineers. He has over 30 years experience in the E&P sector, principally in Europe. He was President of Mobil Producing Netherlands Inc. and a Director of Mobil North Sea Ltd from 1996 to 1999. He joined Talisman Energy (UK) Ltd in 2000, playing a key role in the significant growth of the Talisman European business, including the initial entry into Norway, and several UK Corporate and Asset acquisitions and integrations. Mr Forrest held the position of Senior Vice President and UK Country Manager from 2009 to 2011 and served as a Director of the Talisman UK companies. Mr Forrest works as an independent consultant to the international oil and gas industry, and was appointed as a Director of Bridge Energy in August 2011. He is a UK citizen and resides in Scotland. 104

Current directorships, partnerships and management positions Ailsa Oil & Gas Limited (Managing Director) Previous directorships, partnerships and management positions last five years EPC Offshore Limited (BM) Igniteserve Limited (BM) Keelwood Limited (BM) Paladin Resources Limited (BM) Rigel Petroleum (NI) Limited (BM) Rigel Petroleum (UK) Limited (BM) Talisman Energy (UK) Limited (BM) Talisman Energy (UK) Pension and Life Scheme Limited (BM) Talisman Energy Alpha Limited (BM) Talisman Energy Beta Limited (BM) Talisman Energy DL Limited (BM) Talisman Energy NS Limited (BM) Talisman LNS Limited (BM) Talisman North Sea Limited (BM) Talisman Oil Trading Limited (BM) Talisman Transportation (UT) Limited (BM) Talisman Trustees (UK) Limited (BM) Transworld Petroleum (UK) Limited (BM) Keelwood Limited (BM) Paladin Resources Limited (BM) Rigel Petroleum (NI) Limited (BM) Rigel Petroleum (NI) Limited (BM) Rigel Petroleum UK Limited (BM) Talisman Energy (UK) Limited (BM) Talisman Energy Alpha Limited (BM) Talisman Energy Beta Limited (BM) Talisman Energy DL Limited (BM) Talisman Energy NS Limited (BM) Talisman LNS Limited (BM) Talisman North Sea Limited (BM) Talisman Oil Trading Limited (BM) Talisman Transportation (UT) Limited (BM) Talisman Trustees (UK) Limited (BM) Teakan Investments Limited (BM) Transworld Petroleum (UK) Limited (BM) Amulet Maritime Limited (BM) Amberstoke Limited (BM) Goal North Sea Limited (BM) Goal Olie-En Gasexploratie B.V. (BM) Grovedawn Limited (BM) Macnamee Services Limited (BM) Supertest Petroleum (UK) Limited (BM) Talisman Energy Oil Transportation Limited (BM) Talisman Energy Resources Limited (BM) Talisman Finance UK Limited (BM) 105

Astrid Koppernæs (born 1957), Board member Astrid Koppernæs has a petroleum engineering degree from the Norwegian University of Science and Technology, Trondheim, and as a Fulbright scholar she completed a M.Sc. degree from Stanford University, USA. Mrs Koppernæs has 25 years experience in the oil and gas industry both in Norway and internationally. She is a director of A/S Koppernæs & Sønner in Ålesund. Mrs Koppernæs works as an independent consultant to the oil and gas industry, and she is a board member of Farstad Shipping ASA. Mrs Koppernæs is a Norwegian citizen and resides in the UK. Current directorships, partnerships and management positions Koppernæs AS (BM) Farstad Shipping ASA (BM) Stella Holding I as (C) Stegg Invest as (C) Xtreme Business Limited (C) Mythri Limited (C) MyLog Limited (C) Zeismic Limited (C) Xtreme Energy Limited (C) Previous directorships, partnerships and management positions last five years Scan Geophysical ASA (BM) Roy Smitshoek (born 1956), Deputy Board member A professional engineer with 30 years of varied experience in the energy business much of it in senior management capacities in both small and large organizations. At Renaissance Energy Ltd. Mr. Smitshoek led the development of the Exploitation Department and subsequently headed up corporate development. He was responsible for property and corporate acquisitions as well as international business development. He has experience in Western Canada, Tunisia, the North Sea and other producing regions. Current directorships, partnerships and management positions Chinook Energy Inc. (Chief Operating Officer) Previous directorships, partnerships and management positions last five years Richards Oil and Gas (Director) 10.1.3 Remuneration and benefits upon termination The remuneration paid to the Board of Directors for 2010 was a total of NOK 830,000. The table below sets out the total remuneration paid to the individual members of the Board of Directors (in NOK) for work performed in 2010. Name Position Remuneration for 2010 William McCall... Chairman 230,000 Cecilie Amdahl... Board member 150,000 Matthew Joseph Brister... Board member 150,000 Astrid Koppernæs... Board member 150,000 Simon Munro 1... Board member 150,000 1 Member of the Board of Directors until 30 September 2011. 106

In the Annual General Meeting of the Company held on 28 April 2011, it was resolved that the remuneration to the members of the Board of Directors for the period from 26 March 2010 to 28 April 2011 shall be as follows: Chairman of the Board... NOK 400,000 Members of the Board... NOK 200,000 each Deputy Board member... NOK 50,000 (from 17 November 2010) The remuneration to members of the nomination committee and to members of the audit committee shall be NOK 10,000 each per meeting. Board member John Eason Forrest has a consultancy agreement with Bridge Energy UK. John Forrest will provide business development services for a fee of GBP 4,000 per month. None of the members of the Board of Directors have entered into service contracts with the Company or any of its subsidiaries providing for benefits upon termination of employment. 10.1.4 Shares and options held by members of the Board of Directors As of the date of this Prospectus, the members of the Board of Directors have the following shareholdings in the Company: Name Position Number of Shares 1 William McCall... Chairman - Cecilie Amdahl... Board member - Matthew Joseph Brister... Board member 1,197,963 Lynn Helen Calder... Board member - John Eason Forrest... Board member 22,813 Astrid Koppernæs... Board member 10,000 Roy Smitshoek... Deputy Board member 32,620 1 Shares held by the person and close associates. As of the date of this Prospectus, none of the members of the Board holds any options for shares in the Company. 10.1.5 Sub-committees of the Board 10.1.5.1 Remuneration committee The Company has established a remuneration committee. The remuneration committee consists of three members and administers the Company s bonus incentive program and provides general compensation related advice to the Board of Directors. At least one annual meeting shall be held. The current members of the remuneration committee consist of the following persons: Name Position Served since William McCall... Chairman April 2010 Matthew Joseph Brister... Board member April 2010 Astrid Koppernæs... Board member April 2010 107

10.1.5.2 Audit committee The Company has established an audit committee. The audit committee is tasked with, but not limited to, the following; (i) preparing the follow-up of the financial reporting process for the Board, (ii) monitoring the systems for internal control and risk management, including the internal audit of the Company, (iii) having continuous contact with the appointed auditor of the Company regarding the auditing of the annual accounts, and (iv) reviewing and monitoring the independence of the auditor, including in particular to which extent other services than audit services which have been rendered by the auditor or the audit firm represents an undermining of the independence of the auditor. The audit committee shall meet in connection with the preparation of quarterly reports and annual statutory accounts, and may have additional meetings whenever deemed necessary by the committee. The current members of the audit committee consist of the following persons: Name Position Served since Cecilie Amdahl... Board member April 2010 Lynn Helen Calder... Board member November 2011 10.1.6 Nomination committee In accordance with the Articles of Association, the Company has established a nomination committee consisting of three members who are elected by the General Meeting, whereof two members are independent of the Board of Directors. The members of the nomination committee are elected for two years at a time. The nomination committee is responsible for recommending candidates for election to the Board of Directors and the nomination committee, and to review the remuneration and performance of the Board of Directors. The current members of the nomination committee: Name Position Served since Term expires Per Øystein Grimstad... Chairperson November 2010 AGM 2012 Odd Rune Heggheim... Committee member August 2011 AGM 2013 Roy Smitshoek... Committee member November 2010 AGM 2012 10.2 Management 10.2.1 Overview The present Management of the Company comprised of 6 executives. The following table sets out the name and position for each of the members of the Company s executive management as at the date of this Prospectus, followed by additional bibliographical information. Name Position Served since Einar Hans Bandlien... Chief Executive Officer April 2010 Thomas Hamilton Reynolds 1... Deputy Chief Executive Officer April 2011 Eystein Westgaard... Chief Financial Officer April 2010 James Brunton... Managing Director Bridge Energy UK April 2010 Alfred Kjemperud... Managing Director Bridge Energy Norge April 2010 Ernst Joseph Edwards... Operations Director Bridge Energy UK April 2010 1 Served as Commercial Director from April 2010 to April 2011. The Company s business address at Lensmannslia 4, 1386 Asker, Norway, serves as c/o addresses for each member of the present Management in respect to their position in the Company. 108

10.2.2 Brief biographies of the members of Management Set out below are brief biographies of the members of the Management, including their relevant management expertise and experience, an indication of any significant principal activities performed by them outside the Company and names of companies and partnerships of which a member of the Management is or has been a member of the administrative, management or supervisory bodies or partner the previous five years (not including directorships and management positions in subsidiaries of the Company). In the following, for directorships the denominations C and BM states the position as chairman of the board of directors ( C ) and ordinary board member ( BM ), respectively, in the relevant companies. Einar Hans Bandlien (born 1948), Chief Executive Officer Einar Bandlien has worked in the petroleum sector since 1974, first with Saga Petroleum until 1981. He participated when NOPEC AS was established as a seismic contracting and consultant company in 1981 and later, as Chairman of NOPEC AS, participated in the establishment of PGS, a petroleum service company. In 1994, he joined the original founders of NOPEC AS in establishing Fountain Oil Incorporated, a US based company focusing on oil and gas development opportunities in the former Soviet Union. In 1998, Mr Bandlien was co-founder and Chairman of Bridge Consult working to facilitate indigenous equity in oil and gas projects in developing countries. He was cofounder of Bridge Energy AS in 2005 and served as CEO until 2010 when he was appointed CEO of Bridge Energy ASA. Current directorships, partnerships and management positions Bridge Consult AS (C) - Norwegian Ethiopian Agricultural Development AS (BM) Solro AS (BM) East African Petroleum Services AS (C) Previous directorships, partnerships and management positions last five years Thomas Hamilton Reynolds (born 1970), Deputy Chief Executive Officer Tom Reynolds has 18 years experience with the energy sector. Mr Reynolds is a chartered Chemical Engineer and has held a variety of commercial and business development posts within British Nuclear Fuels plc, Total SA and BP plc. In 2002, Mr Reynolds left BP to join the private equity firm 3i working within its oil and gas team, where he was responsible for a number of new investments, principally in the upstream sector. In 2004, he joined the 3i backed company Energy Development Partners, where he raised an investment fund of USD 350 million for North Sea development projects. As EDP s Chief Investment Officer, Mr Reynolds was responsible for the identification, assessment and execution of investment opportunities. He joined Bridge Energy UK (formerly Silverstone Energy Limited) in 2008 as Vice President Commercial and Managing Director. He was appointed Commercial Director of Bridge Energy in April 2010 and subsequently appointed Deputy CEO of Bridge Energy in April 2011. Current directorships, partnerships and management Previous directorships, partnerships and management positions positions last five years - EDP (Wessex) Limited (BM) EDP Founder Partner GP Limited (BM) EDP GP Limited (BM) Aurora Production (UK) Limited (BM) ERT Camelot Limited (BM) 109

Centrica F3 Developments Limited (BM) EDP F3 Limited (BM) Quixote Investments Limited (BM) Energy Development Partners Limited (BM & Chief Investment Officer) Energy Camelot Development (BM) Warrengo Energy Limited (BM) Eystein Westgaard (born 1966), Chief Financial Officer Eystein Westgaard has 19 years experience from E&P, pharmaceutical and consultancy companies. He has worked 6 years in Saga Petroleum in various managerial positions within finance, including financial reporting to both Oslo Børs and the New York Stock Exchange. After the takeover of Saga Petroleum by Norsk Hydro he moved to Andersen as consultant working with several small cap E&P companies within several financial services e.g. valuations, tax and financial reporting. After working 6 years in the pharmaceutical industry, with both setting up a small biotech company and financial responsibility within big pharmaceuticals, he joined Bridge Energy Norge in 2007. Mr Westgaard has a Master degree in Business and Administration. Current directorships, partnerships and management positions - - Previous directorships, partnerships and management positions last five years James Brunton (born 1957), Managing Director of Bridge Energy UK James Brunton has 32 years experience in the E&P industry. He has lived and worked overseas in Myanmar, Yemen and Indonesia. He worked for almost 10 years for Clyde Petroleum focusing primarily on their international portfolio and on setting up operations overseas. After the takeover of Clyde by Gulf Canada he moved to Hess where he was Financial Controller for the International division and was responsible for the set-up and running of several overseas offices. During the last 18 months of his time at Hess he was involved in the corporate planning group, where his responsibilities were to consolidate the Hess s worldwide E&P budget and 5 year plan. Mr Brunton joined Paladin Resources in 2003 and was involved in setting up the UK business in Aberdeen following the acquisition of the Montrose and Arbroath fields from BP. He joined Silverstone Energy Limited in March 2006 as Finance Manager and was then appointed Chief Financial Officer in May 2008. Mr Brunton has been Managing Director of Bridge s UK business since April 2010. Mr Brunton has Scottish Higher National Certificate in Accounting and a Scottish National Certificate in Business Studies and Accounting. Current directorships, partnerships and management Previous directorships, partnerships and management positions positions last five years - - Alfred Kjemperud (born 1953), Managing Director of Bridge Energy Norge Alfred Kjemperud is a Petroleum Geologist with 30 years of experience in the E&P business, both within oil companies and from consultancy. From 1996 to 1998 he held the position of Senior Vice President, Technology, in Fountain Oil Inc. and was part of its Management Group with responsibility for the company s resource portfolio. He has performed numerous technical/economical evaluations of projects in Russia, Ukraine, Albania and West African countries. He was co-founder of Group AS in 1998, and until 2005 he worked with development projects in the Republic of Georgia, and on assessment projects in Northwest Europe and West Africa. From 110

August 2000 to July 2004 he managed a soft financed (NORAD) resource assessment and promotion project in the Philippines. He has given training courses within petroleum resource assessment, fiscal regimes and PSCs for national oil companies and other national entities in Angola, Bangladesh, Cambodia, China, Cuba, Ghana, Indonesia, Madagascar, Malaysia, Nepal, Nicaragua, Nigeria, Uganda, Venezuela, and Tanzania. In 2005 he co-founded Bridge Energy Norge and became the Chief Operating Officer of the company. From 2010, he was appointed Managing Director of Bridge Energy Norge. Dr. Kjemperud has a Masters degree in Biology and a Doctors degree in Geology. Current directorships, partnerships and management Previous directorships, partnerships and management positions positions last five years East African Petroleum Services AS (Deputy BM) - Ernest Joseph Edwards (born 1963), Operations Director of Bridge Energy UK Ernest Edwards has 22 years experience in the E&P industry all with North Sea focussed operating companies. After completing a M.Sc. in Petroleum Engineering at Imperial College London he joined Mobil North Sea Limited in 1990. He progressed through a number of engineering, offshore operations, commercial and business development roles at Mobil before moving to Talisman Energy UK Ltd in 2000. He joined Talisman with responsibility for UK/Europe business planning activity before moving back into asset management from 2004, he was Subsurface Manager for Talismans Tartan Area assets up until moving to Silverstone Energy Limited in 2008. He joined Silverstone Energy Limited as Vice President for Reservoir Engineering and was appointed as Operations director for Bridge Energy UK Ltd and its UK subsidiary companies in April 2010. Mr Edwards has a Bachelors degree in Mechanical Engineering, a Masters degree in Petroleum Engineering and is a member of the Society of Petroleum Engineers. Current directorships, partnerships and management Previous directorships, partnerships and management positions positions last five years - Talisman Energy UK Ltd (Subsurface Manager) 10.2.3 Remuneration and benefits 10.2.3.1 Total remuneration The table below sets out the total remuneration paid to the members of the Management in 2010 (in NOK thousand). Members of the Management who were appointed after 31 December 2010 are not included in the table. Pension Other Share option Name and position Salary costs remuneration costs Einar Hans Bandlien (CEO) 1... 1,997 389 28 1,424 Thomas H. Reynolds (Deputy CEO)... 1,424 178 19 837 Eystein Westgaard (CFO) 1... 1,515 297 19 837 James Brunton (MD UK)... 1,424 178 19 837 Alfred Kjemperud (MD Norge) 1... 1,719 337 19 837 1 Includes remuneration paid to the management officers of Bridge Energy Norge in the period in 2010 prior to the combination with Bridge Energy UK 111

10.2.3.2 Share option scheme for key employees The Company has implemented a share option plan for the Management and key personnel. The share option plan will be managed by the remuneration committee. The key terms of the option scheme are as follows: The Board may at its discretion award options to subscribe shares equal to up to 10 % of the share capital. The options shall not be exercisable prior to vesting. One third of the awarded options shall vest on the anniversary of each year that passes after the award date. The options shall be valid for a period of three years after the last third have vested. The subscription price shall be the marked price at the award date. The share option plan is subject to yearly renewal by the general meeting. At 31 January 2012, 27 employees were included in the share option scheme. The participants are entitled to subscribe to a total number of 4,280,000 Shares. The share options are settled through equity transactions. To be a part of the share option scheme one has to be an employee of the Company. The option rights are terminated if the employee resigns from his/her position. At 31 January 2012, the terms and conditions for options outstanding were as follows: No. of share Expiry Exercise Expected Vesting options granted Class date price exercise date Volatility date 905,000 A-shares 20.04.2014 20.00 20.04.2012 60% 20.04.2011 905,000 A-shares 20.04.2015 20.00 20.04.2013 60% 20.04.2012 521,666 A-shares 01.06.2015 11.30 01.06.2013 60% 01.06.2012 905,000 A-shares 20.04.2016 20.00 20.04.2014 60% 20.04.2013 521,666 A-shares 01.06.2016 11.30 01.06.2014 60% 01.06.2013 521,666 A-shares 01.06.2017 11.30 01.06.2015 60% 01.06.2014 4,280,000 Fair value of the granted share options is estimated using the Black-Scholes option pricing model. The weighted average remaining contractual life per 31 December 2010 for options awarded in 2010 was 3.2 years. The total share option costs in 2010 were amounting to NOK 9.8 million. The Company is liable for a 14.1% social security tax in Norway and a 12.4% Employer s National insurance contribution in the UK on the gain from the option program. These liabilities are accrued until the option is exercised. However, as the share options were out of the money at 31 December 2010, no such accruals were made at the balance sheet date. 10.2.3.3 Agreements providing benefits upon termination of employment None of the members of the Management have entered into service contracts with the Company or any of its subsidiaries providing for benefits upon termination of employment with the following exceptions: (i) Einar Bandlien (CEO of the Company) is entitled to 12 months salary from the expiration of the period of notice if the Company elects to terminate his employment contract, provided, however, that such severance pay should be reduced by any other salary received in the same 12 month period. (ii) Alfred Kjemperud (the Managing Director of Bridge Energy Norge) is entitled to 12 months salary from the expiration of the period of notice if the Company elects to terminate his 112

employment contract, provided, however, that such severance pay should be reduced by any other salary received in the same 12 month period. There is no general severance program for any employees apart from the normal terms of notice. 10.2.4 Shares and options held by members of the executive Management As of the date of this Prospectus, the members of the executive Management have the following shareholdings and options in the Company: Name Position Number of Shares 1 Number of options Einar Hans Bandlien... Chief Executive Officer 68,233 637,500 Thomas Hamilton Reynolds... Deputy Chief Executive Officer 61,215 400,000 Eystein Westgaard... Chief Financial Officer 23,000 375,000 James Brunton... Managing Director Bridge Energy UK 44,007 375,000 Alfred Kjemperud... Managing Director Bridge Energy Norge 26,500 375,000 Ernst Joseph Edwards... Operations Director Bridge Energy UK 14,192 375,000 1 Shares held by the person and close associates. 10.3 Shares acquired by members of the Board and the Management The following table sets out the effective cash cost of Shares acquired in the Company by the current members of the Board of Directors and the Management during the past year. Persons who have not acquired Shares during the past year are not included. Name Position Date Number of Shares acquired 1 Avg. price per Share (NOK) James Brunton... Managing Director Bridge Energy UK 05.10.2011 4,000 8.80 John Forrest... Board member 04.10.2011 15,406 8.75 Eystein Westgaard... Chief Financial Officer 29.09.2011 10,000 9.06 Thomas H. Reynolds... Deputy Chief Executive Officer 29.09.2011 20,000 9.00 Eystein Westgaard... Chief Financial Officer 23.05.2011 5,000 11.40 James Brunton... Managing Director Bridge Energy UK 23.05.2011 5,000 11.40 Alfred Kjemperud... Managing Director Bridge Energy Norge 20.05.2011 10,000 11.40 Eystein Westgaard... Chief Financial Officer 19.05.2011 5,000 11.40 Thomas H. Reynolds... Deputy Chief Executive Officer 19.05.2011 18,638 11.50 Eystein Westgaard... Chief Financial Officer 22.03.2011 1,000 11.00 Thomas H. Reynolds... Commercial Director 22.03.2011 1,000 11.00 Thomas H. Reynolds... Commercial Director 04.03.2011 1,500 12.35 Thomas H. Reynolds... Commercial Director 03.03.2011 6,000 12.00 Thomas H. Reynolds... Commercial Director 25.02.2011 3,458 12.09 James Brunton... Managing Director Bridge Energy UK 25.02.2011 3,500 12.10 1 Shares acquired by the person and close associates. The effective cash contribution of the persons listed above was approximately NOK 1.1 million, giving an average purchase price of NOK 10.38 per Share, while the Subscription Price in the Repair Offering is NOK 10 per Offer Share. 113

10.4 Pensions Pension contributions are charged to the income statement as operating expense in the period to which the contributions relate. The pension plans are defined contribution plans. Once the contributions have been paid, there are no further payment obligations. Social security tax in Norway and employer s National insurance contribution in the UK on future pension payments is accrued at nominal value. Pension costs in 2010 were NOK 2.6 million. None of the members of the Company s supervisory bodies are entitled to any pension benefits from the Company. 10.5 Loans and guarantees The Company does not have a policy for granting loans and guarantees and has not granted any loans or guarantees to any of its Board members, members of the executive Management or employees. 10.6 Conflicts of interests The Company has taken reasonable steps to avoid potential conflicts of interests arising from the Board members and Management s private interests and other duties. Besides what is mentioned below, there are no conflicts of interests between any duties to the Company of the members of the Board or the senior management and their private interests and/or other duties. Board member Astrid Koppernæs was a board member of Scan Geophysical ASA from April 2008 to May 2009. The company filed for bankruptcy in June 2009 after failing to be able to complete a financial restructuring of the company. Save for this, during the last five years preceding the date of this Prospectus, no member of the Board of Directors or the Management has: any convictions in relation to indictable offences or convictions in relation to fraudulent offences; received any official public incrimination and/or sanctions by any statutory or regulatory authorities (including designated professional bodies) or ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company; or been declared bankrupt or been associated with any bankruptcy, receivership or liquidation in his capacity as a founder, director or senior manager of a company. Board member Lynn Helen Calder is vice president of Lime Rock Partners, which through Lime Rock Partners III, L.P. and Lime Rock Partners III Luxembourg Holdings S.à r.l., is a main shareholder of the Company. Board member John Eason Forrest has a consultancy agreement with Bridge Energy UK. John Forrest will provide business development services. Astrid Koppernæs is in addition to her position as Board member in the Company, also a board member in Farstad Shipping ASA, a company which could potentially be bidding for contracts with the Company. Save for this, there is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any member of the Board of Directors and the Management has been selected and there are currently no other actual or potential conflicts of interest between the duties to the Company and the private interests or other duties of any of the members of the Board of Directors or management of the Company. 114

10.7 Corporate governance The Company is a public limited company organized under Norwegian law with a governance structure based on Norwegian corporate law. The Company s shares are listed on Oslo Axess. The Company has developed its governance structure through cooperation between the corporate management and the other governance bodies to secure compliance with relevant laws and regulations and to reflect business needs. Further development is a continuous process. The Company and the Board of Directors has adopted and implemented corporate governance principles that are based on the Corporate Governance Code. The Company has disclosed its corporate governance principles in its annual report and on its website www.bridge-energy.com. The Corporate Governance Code is a comply or explain guideline and the Board of Directors will state and explain any deviation from the recommended guidelines in the annual report. The Company is, in all material respects, in compliance with the Norwegian Code of Practice for Corporate Governance of 21 October 2010, except for in relation on the following matter: Deviation from section 6 General Meetings : Not all members of the Board of Directors and the nomination committee will normally attend the General Meeting; and the Chairman of the Board will also be chairman for the General Meeting; and This deviation regarding the General Meeting is primarily considered as practical adjustment for the Company. 10.8 Employees 10.8.1 Geographic location and business areas As of the date of this Prospectus, the Group has 26.4 employees in total (measured by the average number of man-years). The table below shows the development in the average number of manyears in the Group and their geographic location as of 31 December 2010, 2009 and 2008 and for the date of this Prospectus. Location 2008 2009 2010 Date of Prospectus Aberdeen, Scotland... 12.0 11.0 10.1 11.0 Asker, Norway... 14.4 15.3 16.3 15.4 Total... 26.4 26.3 26.4 26.4 115

11 SELECTED FINANCIAL INFORMATION 11.1 General The selected condensed financial data set forth in this Section may not contain all of the information that is important to a potential purchaser of shares in the Company, and the data should be read in conjunction with the relevant consolidated financial statements and the related notes thereto, incorporated by reference into this Prospectus (ref. Section 17.3 Incorporation by reference ), and other financial information included elsewhere in this Prospectus. The amounts from the financial statements are presented in NOK, rounded to the nearest 000, unless otherwise stated. As a result of rounding adjustments, the figures in one or more rows or columns included in the financial statement information may not add up to the total of that row or column. 11.2 Selected condensed financial information the Group Bridge Energy (Bridge Energy Holding AS at the time) was incorporated on 19 February 2010 and the Company presented consolidated financial statements for the first time at 31 March 2010. The Company was established according to the Business Combination agreement entered into on 2 March 2010 between Bridge Energy Holding AS and the shareholders of Bridge Energy UK (Silverstone Energy Limited at the time) and the shareholders of Bridge Energy Norge (Bridge Energy AS at the time). On 26 March 2010, Bridge Energy acquired all the shares of Bridge Energy UK and Bridge Energy Norge against consideration in 35,970,000 new Shares in Bridge Energy. For accounting purposes, the transaction date of the combination was 31 March 2010. It was accounted for under IFRS 3 as a reverse acquisition, in which Bridge Energy UK was the acquiring entity and acquired the assets, liabilities and contingent liabilities of Bridge Energy Norge. Consequently, as a result of the reverse acquisition, the financial statements of Bridge Energy for 2009 solely comprise the historical financial statements of Bridge Energy UK. As a result of differences between Bridge Energy UK and Bridge Energy Norge in the application of accounting principles in accounting for exploration and evaluation assets, the 2009 financial statements of Bridge Energy UK were restated. These comparatives were restated from being in accordance with the full cost principle, to be in accordance with the successful efforts method of accounting for exploration and evaluation costs. The change in presentation currency of Bridge Energy UK from Pound Sterling to Norwegian Kroner is also considered to be a change in accounting policies and the exchange differences arising on translation were recorded in other comprehensive income in the 2009 comparatives. The reconciliation of the restated 2009 comparatives was presented in the consolidated financial statements at 31 March 2010 and the 2009 comparatives were audited as part of the audit of the 2010 financial statements. The detailed information on the accounting principles applied in the reverse acquisition, the purchase price allocation and the effects of the reverse acquisition on the financial statements is presented in the financial statements for 2010 and the related notes thereto. This Section set forth selected condensed financial information for Bridge Energy for the years ended, 31 December 2010 and 2009, which has been derived from the Company s audited consolidated financial statements as of and for the year ended 31 December 2010, and for the three and twelve months ended 31 December 2011 which has been derived from the Company s unaudited interim condensed financial information for the three and twelve months ended 31 December 2011. The Company s audited consolidated financial statements as of, and for the year ended, 31 December 2010, including 2009 comparatives and an overview of the Company s 116

accounting policies, explanatory notes and auditor s statements, as well as the unaudited interim financial statements for the three and twelve months ended 31 December 2011, are incorporated by reference into this Prospectus. The Company s financial statements may also be inspected at the Company s website www.bridge-energy.com or be obtained, free of charge, at the offices of the Company at Lensmannslia 4, 1386 Asker, Norway. 11.2.1 Accounting policies The Company s historical financial statements have been prepared in accordance with IFRS as adopted by EU. The interim condensed financial information for the three and twelve months ended 31 December 2011 is prepared in accordance with IAS 34. Please refer to note 1 of the annual report for 2010 and the unaudited interim condensed financial information for the three and twelve months ended 31 December 2011, as incorporated by reference into this Prospectus for a full summary of the Company s accounting policies. 117

11.2.2 Condensed consolidated statement of comprehensive income The table below summarizes the condensed consolidated statement of comprehensive income for the Group for the years ended 31 December 2010 and 2009, and the three and twelve months ended 31 December 2011. For the three months ended 31 December For the twelve months ended 31 December For the year ended 31 December 1 (unaudited) (unaudited) IFRS, in NOK 000 2011 2010 2011 2010 2009 Total revenues... 133,292 31,246 229,546 103,504 175,500 Operating expenses Production expenses... 11,269 5,745 30,983 22,147 36,220 Exploration expenses... 22,304 19,551 47,986 93,865 10,678 Depreciation, amortisation and impairment... 70,591 28,115 113,001 61,803 197,110 Change in inventory... 98,058-98,058 - - Licence disposal... - - - -3,374 - Decommissioning expenses... 2,153 1,430 2,496 26,136-21,424 Change in fair value of derivative financial instruments... -7,408 6,915-24,593 24,607 4,608 Other operating expenses... 12,304 8,660 48,599 34,774 11,138 Total operating expenses... 209,271 70,416 316,530 259,958 238,330 Operating income (loss)... -75,978-39,170-86,985-156,454-62,830 Net financial expenses (income)... 1,010 8,696 8,044 14,446 16,374 Income (loss) before tax... -76,988-47,866-95,028-170,900-79,205 Tax expenses (income)... -75,648-25,168-83,535-64,085 32,572 Net income (loss) for the period... -1,340-22,698-11,494-106,815-111,777 Other comprehensive income Exchange differences on translation of foreign operations... 9,805-9,895 12,067-11,841-48,579 Change in fair value of available-for-sale financial assets... - -156 - - -333 Tax effect... - - - - - Total other comprehensive income (loss)... 9,805-10,052 12,067-11,841-48,913 Total comprehensive income (loss) for the period, net of tax... 8,465-32,750 573-118,656-160,690 1 Extracted from the Company s audited financial statements for 2010. 118

11.2.3 Condensed consolidated statement of financial position The table below summarizes the condensed consolidated statement of financial position for the Group as at 31 December 2011, 2010 and 2009. As at 31 December As at 31 December 1 (unaudited) IFRS, in NOK 000 2011 2010 2009 Non-current assets Intangible assets... 440,803 381,147 176,520 Property, plant and equipment... 565,379 470,363 439,716 Decommissioning provision... 19,494 19,043 - Other financial assets... 645 611 354 Total non-current assets... 1,026,322 871,164 616,590 Current assets Trade debtors... 124,334 23,719 10,165 Other short-term receivables... 9,278 15,072 8,478 Tax refund, current... 38,242 139,310 - Derivative financial instruments... 13,594-12,354 Cash and cash equivalents, non-restricted... 54,211 217,963 5,600 Cash and cash equivalents, restricted... 2,836 1,341 - Assets held for sale... - - 76,921 Total current assets... 242,496 397,406 113,518 TOTAL ASSETS... 1,268,817 1,268,570 730,108 Paid-in capital Share capital... 52,486 52,486 101,024 Share premium reserve... 980,321 980,321 794,805 Additional paid-in capital... 20,518 9,832 108,683 Retained earnings... -162,117-162,690-476,639 Total equity... 891,209 879,950 527,873 Non-current liabilities Deferred tax... 63,152 59,652 - Provision for decommissioning... 78,578 36,429 29,274 Other provisions... - 17,302 894 Interest-bearing debt... 94,399 81,249 61,492 Total non-current liabilities... 236,128 194,632 91,661 Current liabilities Trade payables... 25,127 14,721 5,516 Derivative financial instruments... - 11,839 - Other taxes and social security costs... 4,635 4,155 2,376 Other current liabilities... 111,719 163,272 102,683 Total current liabilities... 141,481 193,987 110,574 Total liabilities... 377,609 388,620 202,235 TOTAL EQUITY AND LIABILITIES... 1,268,817 1,268,570 730,108 1 Extracted from the Company s audited financial statements for 2010. 119

11.2.4 Condensed consolidated statement of changes in equity The table below summarizes the condensed consolidated statement of changes in equity for the Group for the years ended 31 December 2010 and 2009, and the twelve months ended 31 December 2011. For the twelve months ended 31 December For the year ended 31 December 1 (unaudited) Amounts in NOK 000 2011 2010 2009 Equity at beginning of period... 879,950 527,873 681,771 Issue of share capital, net of transaction costs... - 1,032,907 - Reallocation/adjustment of equity reverse acquisition... - -572,007 - Employee share based payments... 10,687 9,832 6,792 Total comprehensive income (loss)... 573-118,656-160,690 Equity at the end of period... 891,209 879,950 527,873 1 Extracted from the Company s audited financial statements for 2010. 120

11.2.5 Condensed consolidated statement of cash flow The table below summarizes the condensed consolidated cash flow statement for the Group for the years ended 31 December 2010 and 2009, and the twelve months ended 31 December 2011. As at or for the twelve months ended 31 December (unaudited) As at or for the year ended 31 December 1 Amounts in NOK 000 2011 2010 2009 Operating activities Net income (loss) before tax... -95,028-170,900-79,205 Non-cash adj. to reconcile profit before tax to net cash flow: Depreciation, amortisation and impairment... 113,001 61,803 197,110 Decommissioning provision... - -19,043-21,424 Change in fair value of derivative financial instruments... -24,593 24,607 4,608 Release of provision for rig lease... -17,302 - - Expensed dry well, capitalized previous periods... 403 4,879 10,678 Employee share-based payments... 10,687 9,832 6,792 (Gains)/losses on foreign currency transactions and balances. -3,532 2,364-255 (Gains)/losses on sales of assets and other items... 76 2,491 - Accretion costs... 1,718 - - Financial income... -8,163-5,912-167 Financial expenses... 15,588 16,664 16,776 Working capital adjustments: Change in trade and other short-term receivables... -92,993-13,206 24,131 Change in trade and other payables... 12,444-131,659-1,388 Change in inventory... 100,534 - - Interest received... 7,640 5,599 167 Interest paid... -10,859-10,922-15,306 Corporation tax paid/(repaid)... - -65 10 Tax refund of exploration expenses... 139,133 101,662 - Effects of change in exchange rates/impact on equity... 1,590 11,510-5,605 Net cash flow from/(used in) operating activities... 150,344-110,295 136,923 Investing activities Purchase/sale of intangible assets... -16,312-20,957-64,362 Purchase/sale of property, plant & equipment... -20,151-6,643-922 Acquisition of Duart... -228,072 - - Acquisition of Bridge Energy Norge AS, cash acquired... - 25,783 - Net cash used in investing activities... -264,535-1,817-65,284 Financing activities Proceeds from equity issues... - 312,164 - Loan and credit fees paid... -23,225-2,200-699 Repayment of borrowings... -275,000-103,458-89,173 Proceeds from borrowings... 249,603 119,458 - Net cash flow from/(used in) financing activities... -48,623 325,964-89,872 Net change in cash and cash equivalents... -162,814 213,852-18,233 Cash and cash equivalents at beginning of period... 219,305 5,600 25,890 Net foreign exchange difference... 556-147 -2,057 Cash and cash equivalents at end of period... 57,047 219,305 5,600 of which restricted cash at end of period... 2,836 1,341-1 Extracted from the Company s audited financial statements for 2010. 121

11.3 Selected condensed financial information Bridge Energy UK This Section set forth selected condensed financial information for Bridge Energy UK as of, and for the years ended, 31 December 2009 and 2008, which has been derived from Bridge Energy UK s audited consolidated financial statements as of and for the year ended 31 December 2009 and 2008. Bridge Energy UK s audited consolidated financial statements as of, and for the year ended, 31 December 2009 and 2008 are incorporated by reference into this Prospectus, and may also be inspected at the Company s website www.bridge-energy.com. 11.3.1 Accounting policies Bridge Energy UK s historical financial statements have been prepared in accordance with IFRS as adopted by EU. Bridge Energy UK has applied the full cost method to account for exploration and evaluation assets. The principal accounting policies applied in the preparation of these consolidated financial figures are set out in the annual financial statements of Bridge Energy UK as incorporated by reference into this Prospectus. The policies have been consistently applied to all the years presented, unless otherwise stated. 11.3.2 Condensed consolidated statement of comprehensive income The table below summarizes the condensed consolidated statement of comprehensive income for Bridge Energy UK for the years ended 31 December 2009 and 2008. For the year ended 31 December 1 IFRS, in GBP 000 2009 2008 Revenue... 17,899 8,353 Cost of sales... -3,694-2,068 Gross Profit... 14,205 6,285 Depletion, depreciation and amortisation... 23,542-2,274 Decommissioning provision... 2,185 0 Bad debts written off during the year... 0-1,946 Other operating expenses... -516-203 General and administrative costs... -1,116-3,004 Operating profit (loss)... 8,784-1,142 Investments revenues... -453 3,282 Finance costs... -1,711-3,020 Goodwill written off during the year... 0-21,020 Loss before taxation... -10,948-21,900 Taxation... -3,322 3,294 Loss for the financial year... -14,270-18,606 Other comprehensive income Loss for the year... -14,270-18,606 Deficit on valuation of financial assets... -34-75 Total comprehensive income for the year... -14,304-18,681 1 Extracted from Bridge Energy UK s audited financial statements for 2009 and 2008. 122

11.3.3 Condensed consolidated balance sheet The table below summarizes the condensed consolidated balance sheet for Bridge Energy UK as at 31 December 2009 and 2008. As at 31 December 1 IFRS, in GBP 000 2009 2008 Non-current assets Exploration and evaluation assets... 20,641 26,764 Property, plant and equipment... 62,607 82,802 Available-for-sale financial assets... 38 72 Total non-current assets... 83,286 109,638 Current assets Trade and other receivables... 3,327 6,373 Deferred tax asset... 0 3,323 Cash and cash equivalents... 601 2,558 Asset held for sale... 8,256 0 Total current assets... 12,184 12,254 TOTAL ASSETS... 95,470 121,892 Current liabilities Trade and other payables... -11,868-18,136 Net current (liabilities)/assets... 316-5,882 Non-current liabilities Long-term debt and payables... -6,600-9,000 Provision... -3,238-7,415 Total liabilities... -21,706-34,551 Net assets... 73,764 87,341 Equity Called up share capital... 10,843 10,843 Share premium account... 85,307 85,307 Capital redemption reserve... 10,823 10,823 Other reserves... -109-75 Retained deficit... -33,100-19,557 Total equity shareholders funds... 73,764 87,341 1 Extracted from Bridge Energy UK s audited financial statements for 2009 and 2008. 123

11.3.4 Condensed consolidated changes in equity The table below summarizes the condensed consolidated changes in equity for Bridge Energy UK for the years ended 31 December 2009 and 2008. For the year ended 31 December 1 Amounts in GBP 000 2009 2008 Equity at beginning of period... 87,341 79,743 Total comprehensive income (loss)... -14,304-18,681 Transactions with owners... 727 26,279 Equity at the end of period... 73,764 87,341 1 Extracted from Bridge Energy UK s audited financial statements for 2009 and 2008. 11.3.5 Condensed consolidated cash flow statement The table below summarizes the condensed consolidated cash flow statement for Bridge Energy UK for the years ended 31 December 2009 and 2008. As at or for the year ended 31 December 1 Amounts in GBP 000 2009 2008 Operating activities Net cash used in operating activities... 16,240-10,895 Interest received... 17 1,165 Interest paid... -1,561-2,217 Net cash from/(used in) operating activities... 14,696-11,947 Investing activities Purchases of property, plant & equipment and exploration & evaluation assets.. -7,007-63,095 Acquisition of subsidiary, net of cash acquired... 0-9,373 Net cash used in investing activities... -7,007-72,468 Financing activities Proceeds on issue of shares... 0 26,250 Share options exercised... 0 315 Buy back of own shares... 0-583 Loan arrangement fees paid... -75-493 Proceeds from loans... 0 21,000 Loan Repayments... -9,571 0 Net cash from financing activities... -9,646 46,489 Net (decrease)/increase in cash and cash equivalents... -1,957-37,926 Cash and cash equivalents at beginning of period... 2,558 40,484 Cash and cash equivalents at end of period... 601 2,558 1 Extracted from Bridge Energy UK s audited financial statements for 2009 and 2008. 11.4 Selected condensed financial information Bridge Energy Norge This Section set forth selected condensed financial information for Bridge Energy Norge as of, and for the years ended, 31 December 2009 and 2008, which has been derived from Bridge Energy 124

Norge s audited consolidated financial statements as of and for the year ended 31 December 2009 and 2008. The Bridge Energy Norge s audited consolidated financial statements as of, and for the year ended, 31 December 2009 and 2008 are incorporated by reference into this Prospectus, and may also be inspected at the Company s website www.bridge-energy.com. 11.4.1 Accounting policies The historical financial information of Bridge Energy Norge for the financial year 2009 has been prepared in accordance with IFRS, together with supplementary Norwegian reporting requirements as defined in Norwegian laws and by Oslo Børs, as were applicable for 2009. Bridge Energy Norge has adopted the successful efforts method to account for exploration and evaluation assets. The historical financial information for the financial year 2008 has been restated from being in accordance with NGAAP to being in accordance with IFRS. The effects on the income statement and balance sheet from the change in accounting policies applied are shown in the IFRS transition note (note 20) to the 2009 financial statements of Bridge Energy Norge. The principal accounting policies applied in the preparation of the financial statements for 2009 and in the restated financial statements for 2008 are set out in the 2009 annual financial statements of Bridge Energy Norge as incorporated by reference into this Prospectus. 11.4.2 Condensed statement of comprehensive income The table below summarizes the condensed statement of comprehensive income for Bridge Energy Norge for the years ended 31 December 2009 and 2008. For the year ended 31 December 1 IFRS, in NOK 000 2009 2008 Revenue... 0 0 Operating expenses Exploration expenses... 98,190 54,505 Payroll expenses... 1,930 3,489 Depreciation and amortisation... 1,639 1,546 Other operating expenses... 1,905 1,776 Total operating expenses... 103,663 61,315 Operating income (loss)... -103,663-61,315 Financial income and expenses Financial income... 2,826 7,680 Financial expenses... 7,578 14,434 Net financial items... -4,752-6,754 Income (loss) before tax... -108,415-68,069 Income tax... -78,404-43,584 Net income (loss) for the year... -30,011-24,486 Total comprehensive income... 0 0 Total comprehensive income (loss) for the year, net of tax... -30,011-24,486 1 Extracted from Bridge Energy Norge s audited financial statements for 2009 and 2008. 125

11.4.3 Condensed balance sheet The table below summarizes the condensed balance sheet for Bridge Energy Norge as at 31 December 2009 and 2008. As at 31 December 1 IFRS, in NOK 000 2009 2008 Non-current assets Intangible assets... 78,023 42,375 Property, plant and equipment... 1,496 2,536 Total non-current assets... 79,519 44,911 Current assets Trade and other short-term receivables... 9,907 4,009 Tax refund... 102,104 44,633 Cash and cash equivalents, non-restricted... 10,408 15,584 Cash and cash equivalents, restricted... 26,414 26,398 Total current assets... 148,833 90,623 TOTAL ASSETS... 228,352 135,534 Paid-in capital Share capital... 11,304 9,495 Share premium reserve... 168,329 136,873 Other paid-in capital... 2,392 1,939 Total paid-in capital... 182,025 148,306 Retained earnings... -105,110-75,099 Total equity... 76,915 73,208 Non-current liabilities Deferred tax... 40,126 16,426 Provision... 1,321 876 Interest-bearing debt... 90,700 35,350 Total non-current liabilities... 132,147 52,652 Current liabilities Trade payables... 6,168 224 Public duties payable... 1,445 1,443 Other current liabilities... 11,676 8,007 Total current liabilities... 19,289 9,674 Total liabilities... 151,436 62,326 TOTAL EQUITY AND LIABILITIES... 228,352 135,534 1 Extracted from Bridge Energy Norge s audited financial statements for 2009 and 2008. 126

11.4.4 Condensed changes in equity The table below summarizes the condensed changes in equity for Bridge Energy Norge for the years ended 31 December 2009 and 2008. For the year ended 31 December 1 Amounts in NOK 000 2009 2008 Equity at beginning of period... 73,208 79,320 Paid-in capital... 33,266 17,917 Employee share based payments... 453 456 Total comprehensive income (loss)... -30,011-24,486 Equity at the end of period... 76,915 73,208 1 Extracted from Bridge Energy Norge s audited financial statements for 2009 and 2008. 127

11.4.5 Condensed cash flow statement The table below summarizes the condensed cash flow statement for Bridge Energy Norge for the years ended 31 December 2009 and 2008. As at or for the year ended 31 December 1 Amounts in NOK 000 2009 2008 Operating activities Net income (loss) before tax... -108,415-68,069 Non-cash adj. to reconcile profit before tax to net cash flow: Depreciation and impairment of property, plant & equipment... 1,639 1,546 Expensed dry well, capitalized previous periods... 45,435 0 Employee share-based payments... 453 456 Financial income... -2,385-7,603 Financial expenses... 7,388 13,947 Working capital adjustments: Change in trade and other short-term receivables... -5,898 1,144 Change in trade and other payables... 9,615-28,018 Change in other current balance sheet items... 445 416 Change in issue costs booked net of interest bearing liability... -1,650-1,650-53,373-87,830 Interest received... 2,385 7,603 Tax refund of exploration expenses... 44,633 103,859 Net cash flow from/(used in) operating activities... -6,356 23,631 Investing activities Purchase of property, plant & equipment... -599-1,602 Purchase of intangible assets... -81,083-4,549 Net cash used in investing activities... -81,682-6,151 Financing activities Issue of share capital... 33,266 17,917 Proceeds from borrowings... 103,000 75,100 Repayment of borrowings... -46,000-94,000 Interest paid... -7,388-8,541 Net cash flow from/(used in) financing activities... 82,878-9,524 Net change in cash and cash equivalents... -5,160 7,957 Cash and cash equivalents at beginning of year... 41,982 34,025 Cash and cash equivalents at end of year... 36,822 41,982 of which restricted cash at end of year... 26,414 26,398 1 Extracted from Bridge Energy Norge s audited financial statements for 2009 and 2008. 11.5 Segment information 11.5.1 Business segments The Group s oil and gas exploration, development and production activities are structured in two geographical areas: the UK continental shelf and the Norwegian continental shelf. These are considered separately reportable business segments. In 2009, only the UK continental shelf was a reportable business segment for. 128

The table below sets forth the Company s revenues and operating income (loss) divided between the UK continental shelf and the Norwegian continental shelf. The operating loss from business activities which are not reportable are combined in a separate category for Other/Eliminations. For the three months ended 31 December (unaudited) For the twelve months ended 31 December (unaudited) For the year ended 31 December 1 IFRS, in NOK 000 2011 2010 2011 2010 2009 Revenues - UK... 131,382 31,246 218,297 103,504 175,500 Revenues - Norway... 1,908-10,630 - - Operating income (loss) - UK... -40,308-1,366-16,214-44,212-62,830 Operating income (loss) - Norway... -31,516-35,451-69,179-95,655 - Operating income (loss) - Other/Eliminations. -4,154-2,354-1,592-16,588-1 Extracted from the Company s audited financial statements for 2010. For illustrative purpose, the table below sets forth Bridge Energy UK s and Bridge Energy Norge s revenues and operating income for the years ended 2009 and 2008. For the year ended 31 December 1 IFRS, in 000 2009 2008 Revenue - Bridge Energy UK (GBP)... 17,899 8,353 Revenue - Bridge Energy Norge (NOK)... 0 0 Operating profit (loss) - Bridge Energy UK (GBP)... 8,784-1,142 Operating income (loss) - Bridge Energy Norge (NOK)... -103,663-61,315 1 Extracted from Bridge Energy Norge s and Bridge Energy UK s audited financial statements for 2009 and 2008. Bridge Energy UK and Bridge Energy Norge has only one segment each oil and gas exploration and production on the UKCS and the NCS, respectively. As a result no further segmental information has been provided. 11.6 Statutory auditors The Company s auditor is Ernst & Young AS, organization number 976 398 387, with registered business address at Dronning Eufemias gate 6, Oslo Atrium, P.O. Box 20, N-0051 Oslo, Norway. Ernst & Young AS and its auditors are members of The Norwegian Institute of Public Accountants (Nw. Den Norske Revisorforening). Ernst & Young AS has been the Company s auditor since its incorporation. Ernst & Young AS audited the Company s consolidated financial statements as of, and for the year ended, 31 December 2010 without any qualifications or disclaimers, in accordance with laws, regulations and auditing standards and practices generally accepted in Norway, including the auditing standards adopted by the Norwegian Institute of Public Accountants. The interim condensed financial information for the three and twelve months ended 31 December 2011 is unaudited. PriceWaterhouseCoopers LLP audited Bridge Energy UK s financial statements as of, and for the years ended 31 December 2009 and 2008, without any qualifications and disclaimers. PriceWaterhouseCoopers LLP has address 32 Albyn Place, Aberdeen AB10 1YL, United Kingdom, and is registered with the Institute of Chartered Accountants in England and Wales. Ernst & Young 129

was elected as auditor for Bridge Energy UK from the financial year 2010 in order to have the same auditor across the Group. Ernst & Young AS audited Bridge Energy Norge s financial statements as of, and for the years ended 31 December 2009 and 2008, without any qualifications and disclaimers. Ernst & Young AS has issued an Independent Assurance report on the unaudited pro forma condensed financial information included in Appendix 2 to this Prospectus. Ernst & Young AS has not audited, reviewed or produced any report on any other information in this Prospectus. 130

12 OPERATIONAL AND FINANCIAL REVIEW This operating and financial review should be read together with Section 11 Selected financial information and the financial statements incorporated into this Prospectus by reference (see Section 17.3 Incorporation by reference ). The following discussion contains forward-looking statements. These forward-looking statements are not historical facts, but are rather based on the Group s current expectations, estimates, assumptions and projections about the Group s industry, business and future financial results. Actual results could differ materially from the results contemplated by these forward-looking statements because of a number of factors, including those discussed in Section 2 Risk factors of this Prospectus and Section 4.4 Cautionary note regarding forward-looking statements as well as other Sections of this Prospectus. 12.1 Comments to the financial statements The following presents a discussion and analysis of Bridge Energy s financial position and results of operation for the twelve months ended 31 December 2011 and 2010, and the years ended 31 December 2010 and 2009, in addition to a discussion and analysis of Bridge Energy UK s and Bridge Energy Norge s financial position and results of operation for the years ended 31 December 2009 and 2008. The following discussion and analysis should be read in connection with, and is qualified in its entirety by reference to, the full year financial statements and the interim financial statements incorporated into this Prospectus by reference. 12.1.1 As of and for the three and twelve months ended 31 December 2011 and 2010 the Group 12.1.1.1 Statement of comprehensive income Following the completion of the Duart Field acquisition, the transaction has been accounted for as a business combination under IFRS3. The acquired assets, including goodwill, and liabilities of the Duart field are measured at fair value as at the date of the acquisition. An amount of NOK 48.4 million of the purchase price was allocated to goodwill (excluding the technical goodwill). Following the impairment test at 31 December 2011 this goodwill was impaired, as the recoverable amount from the asset after tax is less than the carrying value including the goodwill. The impairment is offset by the recognition in Q4 2011 of deferred tax assets of the same amount. Physical petroleum revenues totalled NOK 218.3 million (2010: NOK 103.5 million). The oil sales from sale of Duart accumulated oil stocks NOK 106.2 million, with a realised oil price of $107.22. Gas sales revenues from Victoria I were NOK 112.1 million (2010: NOK 103.5 million) in 2011. The average realised price in 2011 was 55p per therm (41p per therm in 2010). Other operating revenues of NOK 11.2 million in 2011 are mainly related to recovery of drilling preparation costs and consultancy services. There was a realised loss of NOK 12.2 million from commodity hedging in 2011 (NOK 5.8 in 2010). An oil commodity hedge against the Duart accumulated oil stocks realised a loss of NOK 3.5 million, the average realised price for oil including hedging was $103.62. The gas commodity hedge in place realised a loss of NOK 8.7 million, the average realised price including hedging was 51p per therm (44p per therm in 2010). During 2011, production expenses totalled NOK 31.1 million (2010: NOK 22.1 million), this increase in production expenses is mainly due to the Duart royalties payment of NOK 4.6 million from the sale of the accumulated oil sales. Exploration expenses in 2011 amounted to NOK 48.0 million (2010: NOK 93.9 million). Depreciation, amortisation and impairment amounted to NOK 113.0 million for 2011 (2010: NOK 131

61.8 million), mainly due to the impairment of goodwill related to the Duart acquisition of NOK 47.2 million and the impairment of NOK 31.1 million related to lower resource estimates in the Cash Generating Unit (CGU) PL027D/PL504 and partial relinquishment of CGU PL337 on the Norwegian Continental shelf. Change in inventory and over/underlift of NOK 98.1 million relates to change in inventory after the sale of the Duart stock tank of oil. The change in fair value of derivative financial instruments amounted to a gain of NOK 24.6 million for 2011 (2010: loss of NOK 24.6 million). The Company had an operating loss of NOK 87.0 million in 2011 (compared with an operating loss of NOK 156.5 million during 2010). Net financial items resulted in a loss of NOK 8.0 million (2010: Loss of NOK 14.4 million). The net financial items loss in 2011 was mainly driven by interest expense. Tax income in 2011 of NOK 83.5 million, includes the recognition of a deferred tax asset related to Duart of NOK 47.8 million and an exploration tax refund of NOK 38.1 million (2010: Tax income of NOK 64.1 million). 12.1.1.2 Statement of financial position Total assets were NOK 1,269 million (2010: NOK 1,269 million) as at 31 December 2011. Total assets consisted of NOK 1,026 million (2010: NOK 871 million) in total non-current assets and NOK 242 million (2010: NOK 397 million) in total current assets, of which non-restricted and restricted cash and cash equivalents accounted for NOK 54 million (2010: NOK 217 million) and NOK 3 million (2010: NOK 1 million), respectively. Total equity as at 31 December 2011 was NOK 891 million (2010: NOK 880 million). The increase in total equity from NOK 880 million as at 31 December 2010 to NOK 891 million as at 31 December 2011 mainly reflects the Company s additional paid-in capital during the period resulting from employee share based payments. As of 31 December 2011 the Company had accrued a deficit of NOK 162 million (2010: NOK 163 million). Total liabilities were NOK 378 million (2010: NOK 389 million) as at 31 December 2011, consisting of NOK 236 million (2010: NOK 195 million) in non-current liabilities and NOK 141 million (2010: NOK 194 million) in current liabilities. The Company had long-term interest-bearing debt of NOK 94 million (2010: NOK 81 million) and current interest-bearing debt of NOK 112 million (2010: NOK 163 million). The decrease in current interest-bearing debt, and increase in non-current interestbearing debt, as at 31 December 2011 compared to as at 31 December 2010 was mainly caused by a larger part of the loan having less than 12 month to maturity. 12.1.2 As of and for the years ended 31 December 2010 and 2009 the Group 12.1.2.1 Statement of comprehensive income Bridge Energy has historically applied the full cost method in accounting for exploration and evaluation assets, whereas from and including 2010 the successful efforts method is applied. 2009 comparable figures have been reworked to reflect this change. In addition, the Group has changed presentation currency from GBP to NOK. Production from Bridge Energy s Victoria field for the year averaged 1,126 barrels of oil equivalents per day for 2010, down from 1,581 barrels in 2009. Physical gas sales revenues totalled NOK 103.5 million in 2010 (2009: NOK 175.5 million). The 2010 revenues were negatively impacted by the 3 month Victoria field outage. The average realized gas price excluding hedges was 41 pence per 132

therm in 2010, up from 32 pence per therm in 2009, leading to an operating loss of NOK 156.5 million (2009: NOK 62.8 million) for 2010. There was a realized gain of NOK 5.8 million (2009: NOK 62.5 million) from commodity hedging in 2010. Operating loss in 2010 was NOK 156.5 million compared with an operating loss of NOK 62.8 million in 2009. The loss is mainly due to three months lost production from the Victoria field, exploration expenses of NOK 93.9 million, DD&A and impairment of NOK 61.8 million and change in fair value of derivative financial instruments of NOK 24.6 million. Tax expense in 2010 was NOK -64.1 million compared with a tax expense of NOK 32.6 million in 2009. The decrease in tax expense was mainly due to Norwegian tax refund on exploration expenditure of NOK 47.7 million (2009: NOK 0 million) and changes in deferred tax of NOK -16.4 million (2009: NOK 32.6 million). The Company s net loss in 2010 was NOK 106.8 million compared to a net loss of NOK 111.8 million in 2009. Total comprehensive loss in 2010 was NOK 118.7 million compared to a loss of NOK 160.7 million in 2009. Exchange differences on translation of foreign operations amounted to NOK -11.8 million in 2010 (2009: NOK -48.6 million). 12.1.2.2 Statement of financial position Total assets were NOK 1,269 million (2009: NOK 730 million) as at 31 December 2010. Total assets consisted of NOK 871 million (2009: NOK 617 million) in total non-current assets and NOK 397 million (2009: NOK 114 million) in total current assets, of which non-restricted and restricted cash and cash equivalents accounted for NOK 218 million (2009: NOK 6 million) and NOK 1 million (2009: NOK 0 million), respectively. The balance sheet value of goodwill in the Group as at 31 December 2010 totalled NOK 80 million. Goodwill was derived from the acquisition of Bridge Energy Norge AS. As a result of impairment testing, impairment of NOK 16 million was recorded in 2010. The impairment was related to the cash generating units on the Norwegian Continental Shelf segment PL027D/PL504 and PL 337. The Company strengthened its financial position in 2010 through new equity of NOK 1,033 million in total. As at 31 December 2010, the Group s equity was NOK 880 million and the equity ratio was 69% (2009: NOK 528 million and 72%). Distributable reserves in Bridge Energy were NOK 11 million. Total liabilities were NOK 389 million (2009: NOK 202 million) as at 31 December 2010, consisting of NOK 195 million (2009: NOK 92 million) in non-current liabilities and NOK 194 million (2009: NOK 111 million) in current liabilities. Interest-bearing debt amounted to NOK 222 million as at 31 December 2010, compared with NOK 107 million as at 31 December 2009. The increase is mainly due to the inclusion of the interest-bearing debt derived from the acquisition of Bridge Energy Norge AS. 12.1.3 As of and for the years ended 31 December 2009 and 2008 Bridge Energy UK Bridge Energy UK s loss was GBP 14.3 million (2008: GBP 18.6 million). The loss has been transferred against reserves. No dividends were paid or proposed in respect of 2009 and 2008. Sales revenues totalled GBP 11.5 million (2008: GBP 8.4 million). In 2009, there was a full year contribution from the Victoria field of GBP 10.6 million (2008: GBP 5.5 million). Sales revenues for 2008 included revenues from the Tristan North West from April 2008 and the Victoria field from October 2008. The Group also received GBP 6.4 million (2008: 0) in respect of realised gains on hedges. Bridge Energy UK had an economic hedge in place for an average of 65,000 therms per day at an average floor price of 60p per therm. 133

A major factor in the loss in 2008 (GBP 18.6 million) relates to the acquisition of Granby Oil & Gas Limited in April 2008 for a total consideration of GBP 23.2 million. Since commencement of production from its main asset, the Tristan North West field, pressures have fallen significantly and total recoveries from the existing well are forecast to be significantly less than originally estimated. As a result, adjustments were made to the fair values of exploration and evaluation assets, property, plant and equipment and the long term debt resulting in a GBP 21.0 million write off against goodwill in 2008. The average gas price achieved on physical sales for the year was 32p per them (2008: 55p). Taking into account the impact of the economic hedge this increases to 51p per therm. Cost of sales, including royalty payments, transportation tariffs and field operating cost, amounted to GBP 3.7 million (2008: 2.1 million). This increase reflects the full years production contribution from the Victoria field. Depreciation, depletion and abandonment provisions amounted to GBP 23.5 million (2008: 2.3 million). The increase in 2009 was primarily due to a full year of production from the Victoria field and a reduction in the Victoria field proved reserves from 25.9 Bcf to 8.2 Bcf. Total administrative expenses were GBP 1.1 million (2008: 3.0 million), after capitalisation and partner recharges of GBP 2.1 million (2008: GBP 1.6 million). Included in the 2008 costs were costs incurred for the acquisition of Granby Oil & Gas plc. Finance costs were GBP 1.7 million (2008: 3.0 million). These are related to the interest charges and fees on the GBP 30 million borrowing base facility agreement signed with the Royal Bank of Scotland in June 2008 and for the Mitsubishi non-resource facility for the Tristan North West project. At year end 2009 there was GBP 11.5 million drawn under the Royal Bank of Scotland facility, 100% of the agreed borrowing base amount. The sum of GBP 29.5 million was drawn against the Mitsubishi facility. However, the debt under the Mitsubishi facility is unlikely to be paid back from existing recoverable reserves and Bridge Energy UK has recorded this at a fair value against zero. Also, following the completion of the abandonment of the Tristan North West field, the outstanding debt and interest will be extinguished. In May 2008, Bridge Energy UK raised GBP 26.3 million, net of fees, by means of a rights issue of 5 million shares. The 2009 capital expenditure of GBP 7.0 million (2008: GBP 63.1 million) mainly related to the drilling of the Vulcan North West well, the acquisition of ConocoPhillips share of Vulcan East and the acquisition of the Cobra discovery. 12.1.4 As of and for the years ended 31 December 2009 and 2008 Bridge Energy Norge In 2009, as a result of the APA 2008 licensing round Bridge Energy Norge was awarded four new production licences. In addition, a farm-in agreement was entered into with Dana for participation in two licences, PL027D and PL504. Two wells were drilled on PL027D in 2009 (the Eitri and the Jetta Prospects) and both wells had oil discoveries, however, the Eitri discovery was subcommercial. A major step forward made in 2009 was the award of pre-qualification as operator, announced by the Norwegian Ministry of Petroleum and Energy on 21 October 2009. In APA 2009, Bridge Energy Norge applied for 5 blocks and received 4 awards early 2010, including the award of operatorship in licence PL554. 134

In 2009, the Bridge Energy Norge s loss was NOK 30.0 million (2008: NOK 24.5 million). The change in loss from 2008 to 2009 was mainly due to change in expensed exploration wells. In 2009, Bridge Energy Norge expensed the non-commercial Eitri well. In 2008 no exploration wells were drilled. Bridge Energy Norge s equity at the end of 2009 was NOK 76.9 million which is an increase of 3.7 million from the year before. Total assets were NOK 228.4 million at the end of 2009, of which calculated tax refunds constituted NOK 102.1 million, due to be received in December 2010. Cash at the end of 2009 was NOK 36.8 million. In addition to equity interests in the 4 production licences which were awarded in 2009 as a result of APA 2008, Bridge Energy Norge was awarded equity interests in 3 new production licences in February 2008 as a result of the APA 2007 round. During 2008, Bridge Energy Norge joined a rig consortium of eight companies and entered into an agreement with Dolphin AS for the rent of two rig slots in 2012 and 2013. 12.2 Property, plant and equipment Property, plant and equipment, other than oil and gas assets, are stated at cost less accumulated depreciation and any provision for impairment. Direct maintenance costs are expensed as incurred, whereas improvements and upgrading are assigned to the acquisition cost and depreciated along with the asset. When assets are sold, disposed of or replaced, any losses or gains from the removal are recognized in the income statement. The table below sets forth the net book value of the Group s material tangible fixed assets as at 31 December 2011, 2010 and 2009. As at the year ended As at 31 December 31 December 1 (unaudited) Amounts in NOK 000 2011 2010 2009 Development & production assets... 538,922 442,455 411,755 Furniture, fittings and office equipment... 586 1,339 1,221 Other plant & equipment... 25,871 26,569 26,740 Total... 565,379 470,363 439,716 1 Extracted from the Company s audited financial statement for 2010. Development & production assets is made up mainly of the Victoria Phase 1 Production asset, which is a subsea well tie back to the Viking infrastructure operated by Conoco. Victoria Phase 1 has been in production since the fourth quarter of 2008. Development & production assets also include some initial investments for the Victoria Phase 2 Gas Development asset and the Vulcan East Gas Development asset (for details see Sections 9.4.2 The UK Continental Shelf ). The principal tangible fixed assets of for the Group s production business are subsea oil and gas production wells and subsea flow line systems. These lines feed back into third party owned and operated host platform facilities for processing and onward transportation. The Operators of these host facilities are responsible for securing appropriate environmental discharge consents to cover their contractual service obligations. Currently there are no constraints to the Group s production as a consequence of any host platform discharge limitations and there are no current proposals to change the relevant environmental regulations or discharge limits. 135

The table below sets forth the net book value of Bridge Energy UK s material tangible fixed assets as at 31 December 2009 and 2008. As at the year ended 31 December 1 Amounts in GBP 000 2009 2008 Development & production assets... 59,606 79,849 Furniture, fittings and office equipment... 131 83 Other plant & equipment... 2,870 2,870 Total... 62,607 82,802 1 Extracted from Bridge Energy UK s audited financial statements for 2009 and 2008. The development and production asset amounts relate to the exploration & development of the Victoria gas field and also for the unsuccessful exploration wells drilled by Silverstone since the formation of the company, net of depreciation. Silverstone have accounted for this on a Full Cost basis. Other plant and equipment relates to a Christmas tree and control module which will be utilised in the forthcoming development. The table below sets forth the net book value of Bridge Energy Norge s material tangible fixed assets as at 31 December 2009 and 2008. As at the year ended 31 December 1 Amounts in NOK 000 2009 2008 Furniture, fittings and office equipment... 1,496 2,536 Total... 1,496 2,536 1 Extracted from Bridge Energy Norge s audited financial statements for 2009 and 2008. Bridge Energy leases its offices. Future minimum remaining lease payments under a 5 year operating lease for office property in the UK is NOK 1.7 million. The remaining rent period is 2 years, and the lease is renewable at the end of the lease period, at market rates. Future minimum lease payments under a non-cancellable 5 year operating lease for office property in the Norway is NOK 8.6 million. The remaining rent period is 5 years. The following is a list of the Group s main properties, all of which are leases for office space. Country Address Rent expires Annual rental cost 2011 Size m 2 Norway Lensmannslia 4, 1386 Asker 30.03.2017 NOK 1.7 million 1,013 UK 3 Queens Gardens, Aberdeen 27.02.2014 NOK 0.8 million 321 12.3 Investments 12.3.1 Historical principal investments The Group s main investments from 2008 to the date of this Prospectus are listed below: Bridge Energy Norge s principal investments since start-up have been investing in exploration licences through licence rounds and through farm-ins on the NCS. Exploration 136

costs amounted to NOK 199 million in 2010, NOK 98 million in 2009 and NOK 55 million in 2008. The net book values of capitalised exploration costs and licence rights as per the end of the past three financial years were NOK 49 million in 2010, NOK 78 million in 2009 and NOK 42 million in 2008. April 2008, Bridge Energy UK acquired Granby Oil & Gas PLC for a sum of GBP 23.2 million. Grandby s main asset was the Tristan North West gas field. First gas from the Tristan North West field was achieved 11 April 2008. However the production performance from the field was below expectations, and was subsequently decommissioned in 2010. May 2009, Bridge Energy UK acquired NWE Southern Cross UK pty ltd for the sum of GBP 1.1m. The main asset was the Cobra discovery. The operator is currently defining and evaluating development options. November 2009, Bridge Energy UK acquired ConocoPhillips 25% equity interests in the Vulcan East gas discovery for the sum of GBP 1.25 million. Bridge Energy UK now owns 100% of the Vulcan East field. September 2009, Bridge Energy UK acquired BP s 25% share in the Victoria field and in the Vulcan East discovery in exchange for Bridge Energy s interest the Vanquish discovery. This deal was completed in June 2010. Bridge Energy UK attributed 8m of tax losses to BP in this transaction. November 2010, Bridge Energy UK completed the decommissioning of the Tristan North West field facilities. The final cost for the decommissioning of Tristan NW was NOK 110 million. Bridge Energy s net cost was NOK 35 million. December 2011, Bridge Energy UK completed the acquisition of a 50% working interest in the producing Duart field from Nexen Petroleum Dragon UK Limited for an adjusted consideration of $38.5 million, of which $8.2 million relates to goodwill. 12.3.2 Principal investments in progress The Group will continue to invest in core business activities according to the existing business strategy. As of the date for this Prospectus, no larger on-going investments are in progress. 12.3.3 Planned future principal investments In November 2011, Bridge Energy UK announced that it has received approval from the United Kingdom Department of Energy and Climate Change (DECC) for the development of the Victoria Phase II project. The Victoria field, (owned and operated by Bridge Energy) is located in Licence P033 Block 49/17 in the Southern North Sea. The original Victoria field was developed in 2008 and is a subsea tie-back to the Viking BD facilities operated by ConocoPhillips. The Phase 2 project is a further subsea well tied back approximately 70 meters to the existing Victoria subsea infrastructure. The well is planned to be a horizontal well, which will be hydraulically fracture stimulated and should add approximately, 1,800 boepd of production to the Group s current production from Victoria Phase 1 and Duart. Bridge Energy is planning for first gas from the new field sometime late 2012 or first half of 2013 subject to rig availability. Total development costs for Victoria phase II are currently estimated to GBP 34 million. The Company will fund this with current equity and through its reserve based lending loan facility with RBS (see Section 12.7.2 Financing arrangements ). Bridge Energy has committed to specific work programs on awarded licences. These programs include acquisition, purchase and reprocessing of seismic data and participation in exploration wells. Bridge Energy has currently a commitment to participate in 4 exploration wells on the 137

Norwegian Continental shelf and 1 exploration wells on the UK Continental shelf, all planned to be drilled in 2012. Estimated dry well cost before tax net to Bridge Energy for these 5 wells is ca. NOK 205 million. This estimate is also net of cost carry from farm-in partners on three of these wells. Licence Prospect Location Estimated spud date 1 P201 Contender UK Q2 2012 PL457 Asha/Noor Norway Q2 2012 PL497 Geite Norway Q3 2012 PL554 Garantiana Norway Q3 2012 PL511 Mjøsa Norway Q4 2012 1 Estimated commencement of drilling. 12.4 Working capital In the opinion of the Company, the Group has sufficient working capital for its present requirements, that is, for at least the 12 months following the date of publication of this Prospectus. 12.5 Significant changes in the Group s financial or trading position since 31 December 2011 Other than set out below, there has been no significant change in the financial or trading position of the Group since 31 December 2011: January 2012, Bridge Energy was awarded block 49/21c in the UK North Sea in the 26th Seaward Licensing Round by the UK Department of Energy and Climate Change (for details see Sections 9.2 History and development and 9.4.2 The UK Continental Shelf ). January 2012, Bridge Energy Norge announced that it has been awarded 4 new licences in the 2011 APA licencing round, of which one is an operatorship (for details see Sections 9.2 History and development and 9.4.3 Norwegian Continental Shelf ). February 2012, Bridge Energy completed a Private Placement where 10.8 million Placement Shares were subscribed at a subscription price of NOK 10.00 per Placement Share, raising gross proceeds of NOK 108 million (for details see Section 6.1 The Private Placement ). 138

12.6 Capitalization and indebtedness 12.6.1 Capitalization The tables below should be read in conjunction with the information included elsewhere in this Prospectus, including Section 11 Selected financial information and the financial statements and related notes, incorporated into this Prospectus by reference. The following table sets forth information about the Group s unaudited consolidated capitalization as of 31 December 2011 and adjusted to reflect if the below-mentioned material changes had been in place as at that time for comparative purposes. As of 31 December 2011 Adjustments 1 As adjusted (In NOK 000) (unaudited) (unaudited) (unaudited) Indebtedness Current debt Guaranteed... - - - Secured... 85,033-85,033 Unguaranteed/unsecured... - - - Total current debt... 85,033-85,033 Non-current debt (excl. current portion of long-term debt) Guaranteed... - - - Secured... 94,399-94,399 Unguaranteed/unsecured... - - - Total non-current debt... 94,399-94,399 Total indebtedness (a)... 179,432-179,432 Shareholders equity Share capital... 52,486 10,800 63,286 Legal reserve... 1,000,839 92,200 1,093,039 Other reserves... -162,117 - -162,117 Total equity (b)... 891,209-994,208 Total capitalization (a+b)... 1,070,640 103,000 1,173,640 1 Completion of the Private Placement of NOK 103 million in net proceeds 139

12.6.2 Indebtedness The following table sets forth information about the Group s unaudited net indebtedness as of 31 December 2011 and adjusted to reflect if the below-mentioned material changes had been in place as at that time for comparative purposes. As of 31 December 2011 Adjustments 1,2 As adjusted (In NOK 000) (unaudited) (unaudited) (unaudited) Net indebtedness (A) Cash... 57,211 209,200 266,247 (B) Cash equivalents... - - - (C) Trading securities... - - - (D) Liquidity (A) + (B) + (C)... 57,211 209,200 266,247 (E) Current financial receivables... - - - (F) Current bank debt... - - - (G) Current portion of long-term debt... 85,033-85,033 (H) Other current financial debt... - - - (I) Current financial debt (F) + (G) + (H)... 85,033-85,033 (J) Net current financial indebtedness (I) - (E) - (D)... 27,986-209,200-181,214 (K) Non-current bank loans... 94,399-94,399 (L) Bonds issued... - - - (M) Other non-current loans... - - - (N) Non-current financial indebtedness (K) + (L) + (M). 94,399-94,399 (O) Net financial indebtedness (J) + (N)... 122,385-209,200-86,815 1 Proceeds from sales of Duart oil stock received 16 January 2012, NOK 106.2 million 2 Completion of the Private Placement of NOK 103 million in net proceeds 12.7 Capital resources The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions. By managing capital efficiently, the Company will be able to continue as a going concern while maximising the return to shareholders. It is believed that this can best be achieved by investing in the existing asset portfolio and through the acquisition of new opportunities as they arise, rather than to provide shareholder return through dividends. The Company has materially higher exploration and development costs than operating revenue, and is therefore continuously focusing on reducing liquidity risk and securing capital at the lowest possible cost of finance. The Company is evaluating funding opportunities and is seeking to optimize the return on investment by appropriate access to the debt markets at attractive cost levels and to aim for the optimal mix of equity and debt capital. The debt leverage ratio and total indebtedness is monitored closely. The Company s strategy is to develop its current reserves and resources to become a self-funding entity. Until this self-funding stage is reached, high risk activities such as exploration will primarily be funded with risk capital such as equity. For exploration in Norway, the Company actively uses the option to debt finance the tax portion of the exploration cost refunded by the Norwegian exploration tax refund. For further details see Section 12.7.2 Financing arrangements. 140

Developments or acquisitions of developments or producing field will be funded through a mix of equity and debt capital. For investments in projects with a clear path to positive cash flows the Company will seek to minimize cost of capital project by seeking a debt ratio of approximately 50-60% for the project. To fund current producing fields and the planned development of Victoria Phase II the Company has borrowing base with RBS and NIBC. This loan is secured against the value of the reserves in the fields. For further details see Section 12.7.2 Financing arrangements. The Company applies a prudent and low risk treasury management policy. Cash is normally held as bank deposits at floating interest rates. Hedging and other financial instruments are only used to cover genuine commercial exposure and not for speculative purposes or for the purpose of raising finance. Currency transactions are only done to support the normal course of business. Current hedge contracts are (i) zero cost collars for gas prices in 2012, having an average price ceiling of ca. 83 pence/therm and an average price floor of ca. 58 pence/therm corresponding to an average volume of ca. 445 boe/d, and (ii) zero cost collars for oil prices in the third and second quarter in 2012, having an average price ceiling of ca. 125 $/bbl and an average price floor of ca. 100 $/bbl corresponding to an average volume of 300 bbls/d. 12.7.1 Cash flow The following presents a discussion and analysis of Bridge Energy s cash flow for the years ended 31 December 2011, 2010 and 2009, material changes in cash flow after 31 December 2011, in addition to a discussion and analysis of Bridge Energy UK s and Bridge Energy Norge s cash flow for the years ended 31 December 2009 and 2008. The following discussion and analysis should be read in connection with, and is qualified in its entirety by reference to, the full year financial statements and the interim financial statements incorporated into this Prospectus by reference. 12.7.1.1 As of and for the year ended 31 December 2011 and 2010 the Group The cash flow from operating activities in the year ended 31 December 2011 was NOK 150.3 million (2010: NOK -110.3 million). This cash flow includes oil and gas revenues of NOK 218.3 million and operating costs of NOK 316.5. The net loss before tax of NOK 95.0 million in 2011 was offset by non-cash entries of NOK 87.9 million (mainly DD&A and impairment of NOK 113.0 million). The operating cashflow was reduced by a net decrease in receivables and inventory versus payables by NOK 20.0 million. Net cash flow used in investing activities in 2011 was NOK -264.5 million (2010: NOK -1.8 million) mainly due to the acquisition of the Duart field. Net cash flow from financing activities in 2011 was NOK -48.6 million (2010: NOK 326.0 million), mainly due to no proceeds from equity issues in 2011 (2010: NOK 312.2 million) and net repayment of borrowings in 2011 NOK -25.4 million (2010: NOK 16.0 million). Bridge Energy had at 31 December 2011, cash and cash equivalents of NOK 57.0 million (2010: NOK 219.3 million), of which restricted cash accounted for NOK 2.8 million (2010: NOK 1.3 million). 12.7.1.2 Material changes in cash flow after 31 December 2011 the Group 16 January 2012, Bridge Energy UK received NOK 106.2 million (USD 18.4 million) in sales proceed for the Duart oil stock tank sold in December 2011. This will reduce the current receivables and contribute to the operating cash flow in the period. 12.7.1.3 As of and for the year ended 31 December 2010 and 2009 the Group The cash flow from operating activities in 2010 was NOK -91.3 million (NOK 136.9 million). The net loss before tax of NOK 170.9 million in 2010 was offset by non-cash entries of NOK 116.7 million (mainly change in fair value of derivative financial instruments of NOK 24.6 million, DD&A and impairment of NOK 61.8 million, net financial expenses of NOK 10.8 million). Working capital decreased in 2010 by NOK 144.9 million, mainly due to payments of current liabilities related to 141

the Aubrey well and the payment of an amount due to Storm, Bridge Energy UK s former parent company. The tax refund for Norwegian exploration expenses in 2009 was received in December 2010 and amounted to NOK 101.7 million. Net cash flow used in investing activities in 2010 was NOK -1.8 million (NOK -65.3 million) and long-term debt increased by NOK 16.0 million in 2010. 12.7.1.4 As of and for the year ended 31 December 2009 and 2008 Bridge Energy UK The cash balance at the end of 2009 was GBP 0.6 million (2008: GBP 2.6 million). Net cash generated from operating activities was GBP 14.7 million (2008: GBP 11.9 million), this is mainly due to the contribution of a full years production from the Victoria field compared to around 2 months in 2008. Investing activities saw an outflow of GBP 7.0 million (2008: GBP 72.5 million). The largest element of the outflow in investing activities for 2008 related to additions to property, plant and equipment of GBP 63.1 million, the major element of which related to the development of the Victoria field, and GBP 9.4 million related to the acquisition of Granby, net of cash acquired. There were additions to capital expenditure of GBP 7.0 million (2008: GBP 63.1 million). Net cash flow from financing activities was an outflow of GBP 9.6 million (2008: Inflow of GBP 46.5 million) and this related to the debt repayments from the Royal Bank of Scotland facility of GBP 9.6 million (2008: inflow of GBP 21 million). Net cash from financing activities in 2008 also included the proceeds from the issue of shares GBP 26.3 million. In 2009, short-term loans provided from Storm amounted to GBP 3.9 million (2008: 0). 12.7.1.5 As of and for the year ended 31 December 2009 and 2008 Bridge Energy Norge Net cash flow from operating activities was NOK -6.4 million in 2009 (2008: NOK 23.6 million). The largest contributor to this decrease is the decrease in the tax refund from 2008 to 2009. The tax refund in 2009 was NOK 44.6 million compared to NOK 103.8 million in 2008. This is due to lower exploration activity in 2008 compared to 2007. Net cash flow from investing activities in 2009 was NOK -81.7 million (2008: NOK -6.2 million), of which NOK -81.1 million were related to drilling of exploration wells, classified as purchase of intangible assets. In 2009, net cash flow from financing activities was NOK 82.9 million (2008: NOK -9.5 million), of which NOK 103.0 million (2008: NOK 75 million) were proceeds from borrowings under the company s exploration loan facility, and NOK 33.3 million (2008: NOK 17.9 million) was a net capital increase by Lime Rock Partners III, L.P. A lower tax refund in 2009 compared to 2008 contributed also to a higher net cash flow from financing activities in 2009 than in 2008 by reducing the loan repayment. At the end of 2009, cash and cash equivalents amounted to NOK 36.8 million (2008: NOK 42.0 million). 12.7.2 Financing arrangements 12.7.2.1 Introduction In addition to equity, the financing of the Group is on the basis of two borrowing facilities, an exploration financing facility to fund the exploration in Norway and a borrowing base facility to fund the developments in the UK. Bridge Energy Norge currently has a NOK 400 million exploration loan facility with RBS, DNB and NIBC and Bridge Energy UK has a GBP 42 million borrowing base facility with the RBS and NIBC. These new loan facilities, combined with current equity in the Company, 142

are sufficient to fund the Company s current exploration programme in 2012 and 2013 and to fund the planned development of Victoria II. As at 31 December 2011, the equity/total assets ratio was 70.2%. 12.7.2.2 Existing financial arrangements (i) NOK 400 million exploration financing facility with RBS, DNB and NIBC: On 25 October 2011, Bridge Energy Norge entered into a NOK 400 million exploration financing facility agreement with the Royal Bank of Scotland (RBS) and DNB with final repayment at yearend 2014 and latest drawdown at year-end 2013. Subsequently, NIBC has also joined as a syndicate partner in the banking group. The interest rate is set at 3 or 6 month NIBOR +2.4% respectively, according to the rollover period of the tranche. At 31 December 2011, the carrying amount of the loan was NOK 15 million. The loan is secured with the tax refund of 78% of the Company's tax deductible exploration expenses. Accrued tax refund also determines the maximum amount available for drawdown, less a margin defined in the loan agreement. Annual tax refunds will be used as repayments. (ii) GBP 42 million borrowing base facility with RBS and NIBC: On 25 October 2011, Bridge Energy UK (borrower: Bridge Energy (SNS) Limited) renewed and extended its current loan facility to a GBP 42 million borrowing base agreement with the Royal Bank of Scotland (RBS) and their syndicate partner NIBC. Under the agreement the borrowing base amount is determined by a valuation of the Group s cash flow from the Victoria field and the Duart field. At 31 December 2011, Bridge Energy UK had drawn down NOK 183.8 million. This drawn amount relates to refinancing of Victoria field and the Transaction, with the Victoria Phase 2 development finance is undrawn at the present time. The loan agreement specifies maximum outstanding loan amounts for each six monthly period through to the maturity date of the agreement which is 31 December 2017. The maximum outstanding loan amounts are based on the expected production and depletion of reserves of the field and to changes in reserves estimates and petroleum prices which are based on semi-annual redeterminations. Under the terms of the loan agreement, the next redetermination will take place on 30 June 2012 (or as determined below) and the future loan repayments may increase or decrease on the outcome of these redeterminations. The loan arrangement will change upon draw down of NOK 206.0 million for Victoria Phase 2 Development, when the redeterminations of the borrowing base facility will be deferred until First Gas from Victoria Phase 2 Development. Once production performance is confirmed, a redetermination will take place, and the loan agreement will revert back to six monthly repayment periods through to the maturity date of the agreement which is 31 December 2017. During the period between Victoria Phase 2 drawdown and first gas, the loan agreement requires net cashflows from Victoria Phase 1 and Duart to be held by the bank in reserve against project cost over-run. Security is by means of a floating charge 7 over all the assets of Bridge Energy (SNS) Ltd and a charge over the shares in Bridge Energy (SNS) Ltd and Bridge Energy (CNS) Ltd. Bridge Energy 7 A floating charge is a particular type of security, available only to companies. It is an equitable charge on all the company's assets both present and future, on terms that the company may deal with the assets in the ordinary course of business. 143

(SNS) Ltd and Bridge Energy (CNS) Ltd own the producing assets Victoria Phase 1 and Duart, and the development assets Victoria Phase 2, Vulcan East and Cobra. The loan attracts interest at LIBOR plus a margin of 3.5%. There is a mechanism in the loan agreement that allows the Company to request an increase in the facility to GBP 70 million by bringing in new borrowing base assets into the agreement. This increase requires the consent of the lenders. The expected repayment schedule for the loans is included in the table below: In NOK million (unaudited) Total 2012 2013 2014 2015 2016 2017 NOK 400mm facility... 15 15 - - - - - GBP 42mm facility... 184 77 33 25 26 22 - Total... 199 92 33 25 26 22 - GBP 42M loan facility 1... 390 184 67 48 47 43 1 Assuming full utilization as at 30 September 2012 Main covenant for both loan facilities is a 24 month liquidity test for the Group. The liquidity test for the group comprises of a forecasted monthly cashflow for the groups firm commitments. The group cashflow should show that the group has sufficient committed sources of funds available to it to meet all of its liabilities as they fall due. The loan agreements also include a cross default clause. A cross default is a default by any Bridge Energy group company of its financial commitments of over 500,000 (or its equivalent in any other currency or currencies). Any breach of the covenants will be regarded as an event of default and may result in a full or part repayment of the loan before maturity. The total long-term and current interest-bearing debt is summarized in the table below: As at 31 December As at 31 December 1 (unaudited) In NOK 000 2011 2010 2009 Total long-term interest-bearing debt Nominal value... 106,586 80,034 61,492 Net book value... 94,399 81,249 61,492 Total current interest-bearing debt Nominal value... 92,415 143,604 44,992 Net book value... 85,033 140,617 44,992 1 Extracted from the Company s audited financial statements for 2010. 12.7.3 Restrictions on use of capital resources The increased RBL facility with RBS/NIBC impose certain restrictions on the use of revenues from the Company s producing fields Victoria phase I and Duart during the development phase of Victoria phase II. These restrictions will commence at the time Bridge nominates Victoria phase II as a borrowing base asset under the agreement and last until the first scheduled repayment after first gas from Victoria phase II has been met. During this time redeterminations of the borrowing base facility are deferred until First Gas from Victoria Phase II development. The use of these restricted revenues, estimated to approximately $1.5 million per month, will need consent from the lending banks. 144

The exploration loan agreement with RBS/DNB/NIBC imposes restrictions on transfer of funds from Bridge Energy Norge. Proceeds from the loan may only be used to pay exploration costs eligible for the 78% tax refund in Norway. 145

13 UNAUDITED PRO FORMA FINANCIAL INFORMATION 13.1 General information and purpose of the unaudited pro forma condensed financial information On 22 December 2011, Bridge Energy ASA, through its wholly owned subsidiary Bridge Energy (SNS) Limited, completed the acquisition of a 50% working interest in the producing Duart field from Nexen. The signing of the SPA was announced on 29 September 2011. The economic date of the transaction was 1 January 2011. The consideration paid by Bridge Energy for the 50% working interest was calculated on basis of costs incurred from the economic date and Bridge Energy was also entitled to the sales revenues from this date. The Transaction and the accounting for the Transaction are described in Note 15 to the Q4 2011 unaudited condensed interim financial information for Bridge Energy, as incorporated by reference into this Prospectus (see Section 17.3 Incorporation by reference ). The Duart field, located on the UK continental shelf is wholly situated in block 14/20B (Rest of Block), Licence P.324. The field which is part of the Tartan Area is operated by Talisman. The Tartan Area consists of the following producing oil fields: Tartan, Highlander, Petronella, Duart and Tartan North Terrace, all of which, aside from Duart are 100% owned by Talisman. The net consideration for the Transaction amounted to USD 38.5 million. The agreed consideration was based on a fixed payment of USD 35 million, plus a variable element of USD 3.5 million based on certain performance factors between the signing date and the completion date 22 December 2011. The Transaction was funded with USD 13 million of senior debt from the Company s Royal Bank of Scotland facility loan and USD 25.5 million by cash. The unaudited pro forma condensed financial information has been prepared to show how the Transaction might have affected the Bridge Energy s consolidated condensed statement of comprehensive income for 1 January 2011 to 31 December 2011 if the Transaction occurred on 1 January 2011. A pro forma statement of financial position for the Group is not presented in this Prospectus, as the effects from the Duart acquisition in the Group s statement of financial position per 31 December 2011 are described in Note 15 to the Q4 2011 unaudited condensed interim financial information. The Group performed a purchase price allocation on basis of the agreed consideration, and the estimated fair value of the assets and liabilities identified as a part of the Transaction were consolidated in 2011 as a jointly controlled asset. Information on the acquisition is included in Note 15 to the Q4 2011 unaudited condensed interim financial information for the Group. The unaudited pro forma condensed financial information has been prepared in accordance with Annex II of Regulation (EC) 809/2004. This information is not in compliance with SEC Regulation S-X, and had securities been registered under the U.S Securities Act of 1933, this unaudited pro forma financial information, including the report by the auditor, would have been amended and/or removed from the offering document. The unaudited pro forma condensed financial information has been prepared for illustrative purposes only. The pro forma information, as described in more detail below, is based on available information and certain assumptions. Because of its nature, the unaudited pro forma condensed financial information addresses a hypothetical situation and, therefore, does not represent what the Group s actual financial position or results of operation or the financial position had been, if the Transaction actually occurred on those dates. It also does not represent the financial position or results for any future period. The unaudited pro forma financial information must not be considered 146

final or complete as they may be amended in future publications of the unaudited pro forma condensed information. Investors are cautioned not to place undue reliance on this unaudited pro forma condensed financial information. 13.2 Basis for preparation The unaudited pro forma pro forma financial information has been compiled as if the transaction occurred on 1 January 2011. The unaudited pro forma condensed financial information for the twelve months ended 31 December 2011 is compiled based upon the unaudited consolidated financials for the twelve months ended 31 December 2011 for the Group. For the Duart field, Bridge Energy has attained unaudited cost reports from the operator of the field for 2011 for the period until the Transaction was completed. These unaudited cost reports for the Duart field were historically included in the financial statements of Nexen. The cost reports are prepared in accordance with accounting procedures as set forth in the joint operating agreement between the partners in the production licence. These cost reports do not include the historical expenses of Nexen related to the Duart field such as financing and amortisation expenses. As the transaction is fully reflected in the unaudited condensed statement of financial position as of 31 December 2011, no pro forma balance sheet has been compiled. The Group has not been able to obtain any reliable historical financial information related to the income statement for the Duart field for 2010. As the acquisition of the Duart field is a pure asset deal, no historical statement of financial position related to the Duart field is relevant or included. The unaudited condensed financial information has been compiled based on accounting policies consistent with those of the Group (International Financial Reporting Standards (IFRS), as adopted by EU). Reference is made to the consolidated financial statements of the Bridge Energy for the year ended 2010, and the unaudited interim condensed consolidated financial statements as of, and for the twelve months period ended, 31 December 2011, as incorporated by reference into this Prospectus (see Section 17.3 Incorporation by reference ), for a description of accounting policies. 13.3 Unaudited pro forma financial information 13.3.1 Purchase accounting The Transaction as described above is accounted for in the Group s consolidated financial statements for 2011 as a business combination in accordance with IFRS 3 with effect from 22 December 2011. The purchase price allocation in the Group s consolidated financial statement for 2011 was based upon the best information available at the time and is subject to adjustments until the date of the Final purchase price allocation. As the purchase price allocation in the Q4 2011 unaudited condensed interim financial information has formed the basis for the unaudited pro forma income statement, adjustments to values in the purchase price allocation would consequently affect the unaudited pro forma income statement. 147

13.3.2 Unaudited pro forma condensed income statement for the twelve months ended 31 December 2011 The reporting currency of the Group is NOK. The financial information on the Duart field has been translated from GBP to NOK at the actual average exchange rate for the twelve months in 2011 (GBP/NOK 8.9841). In NOK 000 (unaudited) Revenues Note Pro Group historical Duart cost report forma adj. Duart Group pro forma For the twelve months ended 31 December 2011 Petroleum revenues... 218,297 - - 218,297 Other operating revenues... 11,248 - - 11,248 Total revenues... 229,546 - - 229,546 Operating expenses Production expenses... 1 30,983 13,953-44,936 Exploration expenses... 47,986 - - 47,986 Depreciation, amortisation and impairment... 2 113,001 18,732 131,733 Change in inventory... 3 98,058 - -32,685 65,373 Decommissioning expenses... 2,496 - - 2,496 Change in fair value of derivative financial instruments... -24,593 - - -24,593 Other operating expenses... 48,599 - - 49,599 Total operating expenses... 316,530 13,953-13,953 316,530 Operating income (loss)... -86,985-13,953 13,953-86,985 Net financial expenses (income)... 4 8,044 7,288 15,332 Income (loss) before tax... -95,028-13,953 6,666-102,316 Tax expenses (income)... -83,535 - - -83,535 Net income (loss) for the period... -11,494-13,953 6,666-18,782 The note references in the unaudited pro forma condensed income statement above relate to the notes for the twelve months ended 31 December 2011 as presented below. 13.3.2.1 Notes to the Pro forma condensed income statement for the twelve months ended 31 December 2011 1. Production expenses: NOK 14.0 million in production expenses reflect the production costs reported in the unaudited cost reports from the operator of the Duart field for the period in 2011 until the transaction was completed. The information has been derived from the unaudited cost reports from the operator of the field. The cost reports are prepared in accordance with accounting procedures as set forth in the joint operating agreement between the partners in the production licence. These cost reports do not include the historical expenses of Nexen related to the Duart field such as financing and amortisation expenses. 2. Depreciation: NOK 18.7 million in depreciation reflects depreciation as if the Transaction occurred on 1 January 2011. This is calculated on basis of the Group s fair value of the acquired production rights and oil & gas assets determined in the preliminary purchase price allocation. The Company has applied the unit of production method of depreciation 148

and has recorded the depreciation for the period ended 31 December 2011 on basis of the production in the twelve months of 2011 and the estimated external remaining reserves of the field at the acquisition date. 3. Change in inventory: The pro forma adjustment to change in inventory of NOK -32.7 million is the estimated production expenses and DD&A related to the unlifted oil produced in the period between from 1 January 2011 until lifting occurred on the acquisition date (22 December 2011). The lifting is reflected in the unaudited interim condensed income statement of Bridge for the 12 months ended 2011 as petroleum revenues and change in inventory. 4. Net financial expenses (income): The net financial expenses (income) related to Duart for the twelve months in 2011 amount to NOK 7.3 million. This amount is reflecting the interest effects of the financing arrangements for the Transaction, and the accretion costs arising on the incurred decommissioning obligations of the ownership in the Duart field. In addition, the cash consideration paid for the Duart field would reduce the interest earned on the Group s cash deposits in 2011 by NOK 2.9 million. NOK 3.8 million in interest expense is the calculated effect of the GBP 13 million drawdown for the whole period on the new GBP 42 million reserve based lending facility described in Section 12.7.2 Financing arrangements. The interest expense has been calculated using amortised cost and 3 months LIBOR estimated at 1% + a margin of 3.5%. This is consistent with the Royal Bank of Scotland reserve based financing arrangement for the Transaction. Included in net financial expenses (income) are also accretion costs of NOK 0.6 million, calculated as an effect of the change in net present value of the decommissioning obligation, on basis of an assumed incremental interest of 5%, as if the Transaction occurred on 1 January 2011. The pro forma adjustments will have continuing impact, except for the change in Inventory described under item 3 above. Bridge entered into a sales agreement with Shell on 23 December 2011 under which Shell will lift oil on a monthly basis going forward. Bridge applies the sales method for revenue recognition, hence going forward revenues, exploration expenses and depreciation will be recorded on a monthly basis when the oil is lifted to Shell. 13.4 Auditor s assurance report on the unaudited pro forma condensed financial information Ernst & Young AS assurance report on the unaudited pro forma financial information provided in Section 13 Unaudited pro forma financial information is attached as Appendix 2 to this Prospectus. 149

14 SHARES, SHARE CAPITAL AND SHAREHOLDERS MATTERS The following is a summary of certain information relating to the Shares and certain shareholder matters, including summaries of certain provisions of the Company s Articles of Association and applicable Norwegian law in effect as of the date of this Prospectus. The summary does not purport to be complete and is qualified in its entirety by the Company s Articles of Association and Norwegian law. 14.1 Description of the Shares and share capital As of the date of the Prospectus, Bridge Energy s registered share capital is NOK 52,486,146, divided into 52,486,146 Shares, each with a nominal value of NOK 1. All the Shares are authorized, issued and fully paid in compliance with the Norwegian Public Limited Companies Act. The Shares are registered in the VPS under ISIN NO 0010566235. The Company holds no Shares in treasury as of the date of this Prospectus. The Company s registrar is DNB Bank ASA, Verdipapirservice, Stranden 21, 0021 Oslo, Norway. 14.2 Stock exchange listing The Shares are listed on Oslo Axess under ticker BRIDGE. The Placement Shares and the Offer Shares will be listed on Oslo Axess under the same ticker as the existing Shares. The Shares are not listed (and no application has been filed for listing) on any other stock exchange or regulated market other than Oslo Axess. However, the Company plans a secondary listing on the Alternative Investment Market ( AIM ), a market operated and supervised by the London Stock Exchange, during the year 2012 in order to access a wider investor base and to broaden the Company s access to capital. The Company has entered into a market making agreement with Fondsfinans ASA, effective from 7 December 2011. As of 20 February 2012, Fondsfinans ASA held 237,439 Shares in the Company. 14.3 Historical development in share capital and number of Shares The table below sets forth the historical development of the Company s share capital and the number of issued and outstanding Shares for the period between 19 February 2010 and the date of this Prospectus. Total share Change in share capital Par value capital after change Number of shares after Price per share Date Type of change (NOK) (NOK) (NOK) change (NOK) 19.02.10 Incorporation 100,000 1 100,000 100,000 1.00 26.03.10 Redemption 1-100,000 1 0 0 1.00 26.03.10 Business combination 2 35,970,000 1 35,970,000 35,970,000 20.00 29.03.10 Private placement 16,225,000 1 52,195,000 52,195,000 20.00 11.05.10 Initial Public Offering 291,146 1 52,486,146 52,486,146 20.00 1 Redemption of share capital paid at incorporation. 2 Contribution in kind - Bridge Energy ASA was established by acquiring all shares in Bridge Energy UK and Bridge Energy Norge against a consideration in new shares in Bridge Energy ASA, thus 100% of the capital increase as of 26 March 2010 was done as a contribution in kind. 150

Apart from this, there have not been any changes in the Company s share capital since 19 February 2010 until the date of this Prospectus (i.e. in the period covered by the historical financial information included in this Prospectus). 14.4 Major shareholders As of 20 February 2012, Bridge Energy had a total of 613 registered shareholders in the VPS. Shareholders holding 5% or more of the Company s shares have an interest in the Company s share capital which is notifiable according to the Norwegian Securities Trading Act (for a description of the notification threshold etc., see Section 15.7 Disclosure obligations ). The 20 largest shareholders in Bridge Energy registered in the VPS on 20 February 2012 were: No. Shareholder No. of shares % Type Country 1 State Street Bank and Trust Co. 1.... 14,803,684 28.20% Nom. USA 2 Societe Generale Bank & Trust Lux. 2... 5,408,235 10.30% Nom. LUX 3 JP Morgan Chase Bank... 4,085,074 7.78% Comp. USA 4 Lime Rock Partners III, L.P. 3... 2,782,105 5.30% Comp. USA 5 RBC Dexia Investor Service Trust... 2,147,708 4.09% Nom. GBR 6 KLP Aksje Norge VPF... 1,286,904 2.45% Comp. NOR 7 Morgan Stanley & Co LLC... 1,199,355 2.29% Nom. USA 8 HSBC Bank plc... 1,000,000 1.91% Nom. GBR 9 CIBC World Markets Inc.... 973,847 1.86% Nom. CAN 10 Kommunal Landspensjonskasse... 953,473 1.82% Comp. NOR 11 SHB Stockholm Clients Account... 902,240 1.72% Nom. SWE 12 Storebrand Vekst... 809,352 1.54% Comp. NOR 13 Spesialf KLP Alfa Global Energi... 805,400 1.53% Comp. NOR 14 JPMorgan Clearing Corp.... 750,440 1.43% Nom. USA 15 Delphi Norge... 700,000 1.33% Comp. NOR 16 MP Pensjon PK... 650,000 1.24% Comp. NOR 17 DNB NOR SMB... 600,000 1.14% Comp. NOR 18 Swedbank Norge... 537,102 1.02% Comp. NOR 19 JP Morgan Clearing Corp.... 512,817 0.98% Nom. USA 20 Bergen Kommunale Pensjonskasse... 500,000 0.95% Comp. NOR TOP 20... 41,407,736 78,89% Others... 11,078,410 21.11% TOTAL... 52,486,146 100.00% 1 Shares held by Government of the province of Alberta (AIMCo). 2 Shares held by Lime Rock Partners III Luxembourg Holdings S.à r.l. 3 Lime Rock Partners III L.P. has lent 6,278,775 Shares pursuant to a share lending agreement in connection with the settlement under the Private Placement (for further details see Section 6.1.1 Overview and terms of the Private Placement ). After re-delivery of the borrowed Shares to Lime Rock Partners III L.P., which is expected to take place on or around 24 February 2012, Lime Rock Partners will hold in aggregate 15,944,740 Shares, equal to 25.19% of the Shares in the Company (with parts of its holding registered in a nominee account with Societe Generale Bank & Trust Lux.). Insofar as is known to the Company as of 20 February 2012, Government of the province of Alberta (AIMCo) was the beneficial owner of 28.20% of the Shares (with its holdings registered in the nominee account State Street Bank and Trust Co) and Lime Rock Partners was the beneficial owner of 15.60% of the Shares (with its holdings registered partly in the nominee account Societe Generale Bank & Trust Lux.). The Company is not aware of any other persons or entities than 151

those listed in the table above who, directly or indirectly, have an interest of 5% or more of the Shares as of the date of the Prospectus. There are no differences in voting rights. Each of the two largest shareholders, Government of the province of Alberta (AIMCo) and Lime Rock Partners, could potentially exercise negative control over the Company by controlling more than one third of the votes casted in a general meeting if the attendance to the meeting is less than approximately 75%. Apart from the above stated information, the Company is not aware of any persons or entities who, directly or indirectly, jointly or severally, exercise or could exercise control over the Company. The Company is not aware of any arrangements that may result in, prevent, or restrict a change in control of the Company. 14.5 Outstanding authorisations 14.5.1 Authorization to the Board to issue shares On 10 August 2011, the extraordinary general meeting of the Company authorized the Board of Directors to increase the Company s share capital by up to NOK 5,200,000 through the issue of up to 5,200,000 Shares, each with a nominal value of NOK 1. The authorization is valid until the earliest of the annual general meeting in 2012 and 30 June 2012. The authorization may only be used for the purpose of fulfilling the Company s share option plan and the Board of Directors is authorized to waive the pre-emptive rights of the shareholders. 14.5.2 Authorization to the Board to acquire shares On 28 April 2011, the AGM of the Company authorized the Board of Directors to acquire Shares to be held in treasury on behalf of the Company, of an aggregate nominal value of up to NOK 5,248,614, i.e. just below 10% of the nominal value of the Company s share capital. Each Share can be acquired to a price between NOK 1 and NOK 50. The authorization is valid until the earliest of the AGM in 2012 and 30 June 2012. 14.6 Shareholders rights The Shares are equal in all respects and there are no different voting rights or classes of shares. Each Share carries one vote at the Company s general meeting. The Company has only one class of Shares. 14.7 Limitations on the right to own and transfer Shares The Shares are freely transferable. The Company s Articles of Association do not contain any provisions imposing limitations on the ownership of the Shares and there are no limitations under Norwegian law on the rights of non-residents or foreign owners to hold or vote for the Shares. 14.8 Dividend policy and payment of dividends 14.8.1 Dividend policy All Shares in the Company have equal rights to dividends. The Company s long-term primary objective is to yield a competitive return on invested capital to the shareholders through a combination of dividends and share price development, as a minimum equal to alternative investments with a comparable risk profile. The return shall preferably be made in the form of a cash dividend in addition to increased value of the Shares. In evaluating the dividend amount, the Board of Directors shall prioritize stable development, the Company's dividend capacity, and the requirements for sound equity capital as well as for adequate financial resources to enable future growth. 152

The Company should normally be expected to propose to the shareholders to pay limited or no dividends in the foreseeable future, as a result of the Company s development and growth strategy. 14.8.2 Dividend payments per share The Group has not paid any dividends in 2011, 2010, 2009 and 2008. 14.9 General meetings The general meeting of shareholders is the highest authority of a Norwegian public limited company. The Company must arrange for the annual general meeting to be held before the end of June every year. The annual general meeting shall, inter alia, approve the annual accounts, the Board of Directors report and any dividends payable and consider the Board of Director s declaration concerning determination of salaries and other remuneration to the Chief Executive Officer and other senior executive officers and the Board of Directors report on corporate governance. An extraordinary general meeting shall be called if the Board of Directors so resolves or the auditors or shareholders holding in aggregate at least 5% of the Company s share capital require it. The general meeting shall be convened by a written notice to all shareholders with a known address no later than 3 weeks prior to a General Meeting. A shareholder is entitled to submit proposals to be discussed in a General Meeting provided that such proposals are submitted in writing to the Board of Directors at least seven days prior to the deadline for the notice to the General Meeting, unless all the shareholders give their consent to discuss the proposal. The proposal shall be accompanied by a proposed resolution or the reasons why the matter should be included on the agenda. Further, a shareholder is entitled to table draft resolutions for items included on the agenda for the General Meeting. All shareholders in the Company are entitled to attend and vote in General Meetings, either in person or by proxy. See Section 14.10 Voting rights below with regard to certain restrictions on voting rights applicable to nominee-registered Shares. The Company will distribute proxy forms to its shareholders together with the notice of any General Meeting. 14.10 Voting rights Each Share carries one vote in a General Meeting. As a general rule, resolutions shareholders are entitled to make pursuant to Norwegian law or the Company s Articles of Association require approval by a simple majority of the votes cast. However, certain decisions, including resolutions to (i) waive pre-emptive rights in connection with any issue of shares, convertible bonds, warrants, etc., (ii) approve a merger or demerger, (iii) amend the Articles of Association, (iv) authorize an increase or decrease in the share capital, (v) authorize issuance of convertible loans or warrants, (vi) authorize the Board of Directors to purchase treasury shares or (vii) dissolve the Company, must receive the approval of at least two-thirds of the votes cast and two-thirds of the share capital represented in a General Meeting. Decisions that would (i) reduce any existing shareholder s right with respect to dividend payments or other rights to the assets of the Company or (ii) restrict the transferability of the Shares through introduction of a consent requirement, a right of first refusal upon transfers or a requirement that shareholders must have certain qualifications, require a majority vote of at least 90% of the share capital represented in the General Meeting in question as well as the majority required for changes to the Articles of Association. Certain other decisions involving fundamental changes in the status 153

of already issued shares, including but not limited to increased obligations of the shareholders, other transfer restrictions than those mentioned above and introduction of forced redemption, require the consent of all shareholders affected thereby as well as the majority required for amendments to the Company s Articles of Association. The Company s Articles of Association do not contain provisions deviating from the Norwegian Public Limited Companies Act in this respect. In order to be entitled to vote in a General Meeting, a shareholder must, as a general rule, be registered as owner of the Shares in the Company s shareholder register kept by the VPS. Beneficial owners of Shares that are registered in the name of a nominee are generally not entitled to vote under Norwegian law, nor are any persons who are designated in the shareholder register as holding such Shares as nominees. The Company has applied this principle consistently. It should, however, be noted that there are different opinions as to the interpretation of Norwegian law with respect to the right to vote for nominee-registered shares. For example, Oslo Børs has in a statement of 21 November 2003 held that in its opinion beneficial owners of Shares that are registered in the name of a nominee may vote in general meetings if they prove their actual shareholding prior to the General Meeting. 14.11 Additional issuances and preferential rights If the Company issues any Offer Shares, including bonus Shares (i.e. Offer Shares issued through a transfer from the Company s share premium reserve or distributable equity to the share capital), the Company s Articles of Association must be amended, which requires support by at least twothirds of the votes cast and share capital represented in a General Meeting. Pursuant to the Norwegian Public Limited Companies Act, the Company s shareholders have a preferential right to subscribe for Offer Shares issued against contribution in cash pro rata basis to their shareholdings in the Company. Said preferential right may be waived by a resolution in a General Meeting passed by two-thirds of the votes cast and share capital represented. A waiver of the shareholders preferential right in respect of bonus issues requires the approval of all outstanding shares, irrespective of class. The General Meeting may, in a resolution supported by at least two-thirds of the votes cast and share capital represented, authorize the Board of Directors to issue Offer Shares. Such authorization may remain in force for a maximum of two years, and the nominal value of the shares to be issued may not exceed 50% of the nominal share capital of the Company at the time the authorization is registered. The Board of Directors may only waive the shareholders preferential right to subscribe for Offer Shares issued against contribution in cash if permitted according to the authority. Under Norwegian law, bonus Shares may be issued through a transfer from the Company s distributable equity or share premium reserve to the share capital. Such bonus issues may be carried out either through the issue of Shares or through an increase of the nominal value of the Shares outstanding. In order to issue Shares in the Company to holders who are citizens or residents of the United States upon the exercise of preferential rights, the Company may be required to file a registration statement in the United States under United States securities law. If the Company decides not to file a registration statement, such holders may not be able to exercise their preferential rights. The same applies to other jurisdictions which, according to the Company s considerations, have similar restrictive legislation. 154

14.12 Regulation of dividends Dividends may be paid in cash or in some instances in kind. The Norwegian Public Limited Companies Act provides several constraints on the distribution of dividends applicable to the Company: (i) Dividends are payable only out of distributable reserves. Section 8 1 of the Norwegian Public Limited Companies Act provides that distributable reserves consist of the profit for the prior financial year (as reflected in the income statement approved by the annual general meeting of shareholders) and the retained profit from previous years (adjusted for any reclassification of equity), less (i) uncovered losses, (ii) the book value of research and development, goodwill and net deferred tax assets (as recorded in the balance sheet as of the end of the prior financial year approved by the annual general meeting), (iii) the total nominal value of treasury shares which the Company has acquired for ownership or as security in previous financial years, as well as credit and security which, pursuant to sections 8 7 to 8 9 of the Norwegian Public Limited Companies Act, fall within the limits of distributable equity, and (iv) the part of the profit for the prior financial year which, by law or pursuant to the Company s Articles of Association, must be allocated to the undistributable reserve or cannot be distributed as a dividends. (ii) Dividends can only be distributed to the extent compatible with good and careful business practice, with due regard to any losses which the Company may have incurred since the balance sheet date (i.e. the end of the previous financial year) or which the Company may expect to incur. (iii) The amount of dividends the Company can distribute is calculated on the basis of the Company s annual financial statements, not the Group s consolidated financial statements. Distribution of dividends is resolved by the general meeting on the basis of a proposal from the Board of Directors. The general meeting cannot resolve a larger dividend than proposed or accepted by the Board of Directors. The shareholders have, through the entitlement to dividends, a right to a share in the Company s profits. Shareholders holding in aggregate 5% or more of the Company s share capital have a right to request that the courts set a higher dividend than decided by the General Meeting. The courts may set a higher dividend to the extent the resolved dividend is considered to be unreasonably low. All shareholders that are shareholders at the time the General Meeting pass its resolution to distribute dividends are entitled to such dividends. There is no time limit after which entitlement to dividends lapses under the Norwegian Public Limited Companies Act or the Company s Articles of Association. Further, there are no dividend restrictions or specific procedures for non-norwegian resident shareholders in the Norwegian Public Limited Companies Act or the Company s Articles of Association. 14.13 Minority rights Norwegian law contains a number of protections for minority shareholders against oppression by the majority, including but not limited to those described in this and preceding Sections. Any shareholder may petition the courts to have a decision of the Company s Board of Directors or General Meeting declared invalid on the grounds that it unreasonably favours certain shareholders or third parties to the detriment of other shareholders or the Company itself. In certain grave circumstances, shareholders may require the courts to dissolve the Company as a result of such decisions. 155

14.14 Transactions with related parties Pursuant to the Norwegian Public Limited Companies Act, an agreement between the Company and (i) a shareholder of the Company, (ii) a shareholder s parent company, (iii) a member of the Board of Directors, (iv) the President and Chief Executive Officer of the Company, (v) somebody acting pursuant to an agreement or understanding with some of the aforementioned persons, or (vi) a person or company that is a close associate (as defined by the Norwegian Public Limited Companies Act) of a shareholder or a shareholder s parent company, which involves consideration from the Company in excess of one-twentieth of the Company s share capital at the time, is not binding for the Company unless the agreement has been approved by the shareholders in a general meeting. There are certain exemptions from this rule. For example, business agreements in the normal course of the Company s business containing pricing and other terms and conditions which are normal for such agreements and the purchase of securities at a price which is in accordance with public quotation do not require such approval. 14.15 Rights of redemption and repurchase of Shares The Company s share capital may be decreased by redemption of Shares or by reducing the nominal value of the Shares. Such a decision requires the approval of at least two-thirds of the aggregate number of votes cast and share capital represented in the General Meeting. The Company has not issued redeemable shares (i.e. shares in the Company redeemable without the shareholder s consent). Redemption of individual Shares, apart from treasury shares held by the Company, requires the consent of the shareholders affected by such redemption. The Company may purchase its own Shares if an authorization to the Board of Directors to this effect has been given by the shareholders in a general meeting with the support of at least twothirds of the votes cast and share capital represented. The Board of Directors has been granted such authorization, cf. Section 14.5.2 Authorization to the Board to acquire shares. The aggregate nominal value of treasury shares so acquired and held by the Company may not exceed 10% of the Company s share capital, and treasury shares may only be acquired if the Company s distributable equity, according to the latest adopted balance sheet, exceeds the consideration to be paid for the treasury shares. The authorization from to the Board of Directors cannot be given for a period exceeding 18 months. 14.16 Liability of directors and chief executive officer The members of the Board of Directors and the Company s Chief Executive Officer (Nw. administrerende direktør/daglig leder) owe a fiduciary duty to the Company and thereby to its shareholders. Such fiduciary duty requires that the members of the Board of Directors, the members of the Corporate Assembly and the Chief Executive Officer act in the Company s best interests when exercising their functions and exercise a general duty of loyalty and care towards the Company. Their principal task is to safeguard the interests of the Company. Members of the Board of Directors or the Corporate Assembly and the Chief Executive Officer may each be held liable for any damage they negligently or wilfully cause the Company. Norwegian law permits the General Meeting to exempt any such person from liability, but the exemption is not binding unless substantially correct and complete information was provided to the general meeting passing the resolution. If a resolution to grant such exemption from liability or not to pursue claims against any such person has been passed by a general meeting with a majority below that required to amend the Company s Articles of Association, shareholders representing more than 10% of the share capital or, if there are more than 100 shareholders in the Company at the relevant point in time, more than 10% of the total number of shareholders, may pursue the 156

claim on behalf of the Company and in the Company s name. The cost of any such action is not the responsibility of the Company, but can be recovered from any proceeds the Company receives as a result of the action. If a resolution to grant an exemption from liability or not to pursue claims has been passed with a majority equal to or larger than the majority required to amend the Company s Articles of Association, or if a settlement has been reached, the minority shareholders cannot pursue the claim in the name of the Company. A resolution by the general meeting to exempt the directors, members of the Corporate Assembly or the President and Chief Executive Officer from liability does not protect the directors, members of the Corporate Assembly or the President and Chief Executive Officer from a claim or a lawsuit filed by a third party other than a shareholder, for example a creditor. 14.17 Distribution of assets on liquidation Pursuant to the Norwegian Public Limited Companies Act, a company may be liquidated by a resolution of the company s shareholders in a general meeting passed by the same vote as required with respect to amendments to the Articles of Association. The Shares rank equally in the event of a return on capital by the Company upon liquidation or otherwise. In the event that a resolution to liquidate the Company has been passed, the Company s assets shall be transformed into cash in order to cover the Company s obligations and for distribution to the shareholders to the extent not all shareholders have voted for distributions in kind. 14.18 Summary of the Company s Articles of Association The following is a summary of certain provisions of the Company s Articles of Association, some of which have not been addressed in the preceding Sections. The Company s Articles of Association are included in Appendix 1 to this Prospectus. 14.18.1 Objective The business of the Company is, pursuant to section 3 of the Articles of Association: The objective of the company is to invest in other companies in the oil and gas sector and everything connected therewith. 14.18.2 Provisions with respect to the members of the administrative, management and supervisory bodies 14.18.2.1 The Board of Directors The Board of Directors shall consist of minimum 5 and maximum 7 members as resolved by the general meeting. 14.18.3 General meetings The annual general meeting shall (i) adopt the annual accounts and the director s report, (ii) make a resolution on disposition of profit or coverage of loss, (iii) elect the Board of Directors and (iv) make resolutions on other matters that according to law pertains to the General Meeting. Documents concerning matters to be considered at the General Meeting that have been made available for the shareholders on the Company s website, do not have to be sent to the shareholders. This also applies to documents which by law shall be included in or attached to the notice of the general meeting. A shareholder may nonetheless request that documents concerning matters to be considered at the General Meeting be sent to him or her free of charge. 157

15 SECURITIES TRADING IN NORWAY 15.1 Introduction The Oslo Stock Exchange was established in 1819 and is the principal market in which shares, bonds and other financial instruments are traded in Norway. As of 31 December 2011, the total capitalization of companies listed on the regulated markets operated by the Oslo Stock Exchange amounted to approximately NOK 1,576 billion. The Oslo Stock Exchange has entered into a strategic cooperation with the London Stock Exchange Group with regards to, inter alia, trading systems for equities, fixed income and derivatives. The Oslo Stock Exchange owns and operates the two regulated markets for equities in Norway; Oslo Børs and Oslo Axess. 15.2 Trading of equities and settlement Trading of equities on the Oslo Stock Exchange is carried out in the electronic trading system TradElect. This trading system is in use by all markets operated by the London Stock Exchange, as well as by the Borsa Italiana and the Johannesburg Stock Exchange. Official trading on the Oslo Stock Exchange takes place between 09:00 hours (CET) and 17:30 hours (CET) each trading day, with a pre-trade session between 08:15 hours (CET) and 09:00 hours (CET), a closing auction from 17:20 hours (CET) to 17:25 hours (CET) and a post-trade period from 17:25 hours (CET) to 18:15 hours (CET). The settlement period for trading on the Oslo Stock Exchange is three trading days (T+3). Oslo Clearing ASA, a wholly owned subsidiary of Oslo Børs VPS Holding ASA, has a licence from the NFSA to act as a central clearing service, and has since 18 June 2010 offered clearing and counterparty services for equity trading on the Oslo Stock Exchange. Investment services in Norway may only be provided by Norwegian brokerage houses holding a licence under the Norwegian Securities Trading Act, branches of brokerage houses from an EEA member state or brokerage houses from outside the EEA that have been licenced to operate in Norway. Brokerage houses in an EEA member state may also provide cross-border investment services in Norway. It is possible for brokerage houses to undertake market-making activities in shares listed in Norway if they have a licence to this effect under the Norwegian Securities Trading Act, or in the case of brokerage houses in an EEA member state, a licence to carry out market-making activities in their home jurisdiction. Such market-making activities will be governed by the regulations of the Norwegian Securities Trading Act relating to brokers trading for their own account. However, such market-making activities do not as such require notification to the NFSA or the Oslo Stock Exchange except for the general obligation on brokerage houses that are members of the Oslo Stock Exchange to report all trades in stock exchange listed securities. 15.3 Information, control and surveillance Under Norwegian law, the Oslo Stock Exchange is required to conduct a number of surveillance and control functions. The Surveillance and Corporate Control unit of the Oslo Stock Exchange monitors all market activity on a continuous basis. Market surveillance systems are largely automated, promptly warning department personnel of abnormal market developments. The NFSA controls the issuance of securities in both the equity and bond markets in Norway and evaluates whether the issuance documentation contains the required information and whether it would otherwise be unlawful to carry out the issuance. 158

Under Norwegian law, a company which is listed, or has applied for listing, on a Norwegian regulated market, must promptly release any inside information (i.e. precise information about financial instruments, the issuer thereof or other matters which are likely to have a significant effect on the price of the relevant financial instruments or related financial instruments, and which are not publicly available or commonly known in the market). A company may, however, delay the release of such information in order not to prejudice its legitimate interests, provided that it is able to ensure the confidentiality of the information and that the delayed release would not be likely to mislead the public. The Oslo Stock Exchange may levy fines on companies violating these requirements. 15.4 The VPS and transfer of Shares The VPS is the Norwegian paperless centralized securities register. It is a computerized bookkeeping system in which the ownership of, and all transactions relating to, Norwegian listed shares must be recorded. The Company s shareholder register is operated through the VPS. The VPS and the Oslo Stock Exchange are both wholly owned by Oslo Børs VPS Holding ASA. All transactions relating to securities registered in the VPS are made through computerized book entries. No physical share certificates are, or may be, issued. The VPS confirms each entry by sending a transcript to the registered shareholder irrespective of any beneficial ownership. To give effect to such entries, the individual shareholder must establish a share account with a Norwegian account agent. Norwegian banks, Norges Bank (i.e. Norway s central bank), authorized securities brokers in Norway and Norwegian branches of credit institutions established within the EEA are allowed to act as account agents. The entry of a transaction in the VPS is prima facie evidence in determining the legal rights of parties as against the issuing company or any third party claiming an interest in the given security. A transferee or assignee of shares may not exercise the rights of a shareholder with respect to such shares unless such transferee or assignee has registered such shareholding or has reported and shown evidence of such share acquisition, and the acquisition is not prevented by law, the relevant company s articles of association or otherwise. The VPS is liable for any loss suffered as a result of faulty registration or an amendment to, or deletion of, rights in respect of registered securities unless the error is caused by matters outside the VPS control which the VPS could not reasonably be expected to avoid or overcome the consequences of. Damages payable by the VPS may, however, be reduced in the event of contributory negligence by the aggrieved party. The VPS must provide information to the NFSA on an on-going basis, as well as any information that the NFSA requests. Further, Norwegian tax authorities may require certain information from the VPS regarding any individual s holdings of securities, including information about dividends and interest payments. 15.5 Shareholder register Under Norwegian law, shares are registered in the name of the owner of the shares. As a general rule, there are no arrangements for nominee registration. However, shares may be registered in the VPS by a fund manager (bank or other nominee) approved by the Norwegian Ministry of Finance, as the nominee of foreign shareholders. Nominee registration for Norwegian shareholders is not permitted. An approved and registered nominee has a duty to provide information on demand about beneficial shareholders to the company and to the Norwegian authorities. In case of registration by nominees, the registration in the VPS must show that the registered owner is a nominee. A registered nominee has the right to receive dividends and other distributions but 159

cannot vote in general meetings on behalf of the beneficial owners, see Section 14.10 Voting rights above. 15.6 Foreign investment in Norwegian shares Foreign investors may trade shares listed on the Oslo Stock Exchange through any broker that is a member of the Oslo Stock Exchange, whether Norwegian or foreign. 15.7 Disclosure obligations If a person s, entity s or consolidated group s proportion of shares and/or rights to shares in a company listed on a regulated market with Norway as its home state (e.g. the Company) reaches, exceeds or falls below the respective thresholds of 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 or 90% of the share capital or the voting rights of the company, the person, entity or group in question has an obligation under the Norwegian Securities Trading Act to immediately notify the Oslo Stock Exchange. The same applies if the disclosure thresholds are passed due to other circumstances, such as a change in the company s share capital. 15.8 Insider trading According to Norwegian law, subscription for, purchase, sale or exchange of financial instruments that are listed, or subject to the application for listing, on a Norwegian regulated market, or incitement to such dispositions, must not be undertaken by anyone who has inside information, see Section 15.3 Information, control and surveillance above. The same applies to the entry into, purchase, sale or exchange of options or futures/forward contracts or equivalent rights whose value is connected to such financial instruments or incitement to such dispositions. 15.9 Mandatory offer requirement The Norwegian Securities Trading Act requires any person, entity or consolidated group who becomes the owner of shares representing more than 1/3 of the voting rights of a Norwegian company listed on a Norwegian regulated market to make an unconditional general offer for the purchase of the remaining shares in such company. Such offer must be made within four weeks of the time the threshold has been exceeded. A mandatory offer obligation may also be triggered where a party acquires the right to become the owner of shares which together with the party s own shareholding represent more than 1/3 of the voting rights in the company and the Oslo Stock Exchange decides that this must be regarded as an effective acquisition of the shares in question. The mandatory offer obligation ceases to apply if the person, entity or consolidated group sells the portion of the shares that exceeds the relevant threshold within four weeks of the date on which the mandatory offer obligation was triggered. When a mandatory offer obligation is triggered, the person subject to the obligation shall immediately notify the Oslo Stock Exchange and the company accordingly. The notification shall state whether an offer will be made to acquire the remaining shares in the company or whether a sale will take place. As a main rule, a notification to the effect that an offer will be made cannot be retracted. The offer and the offer document required are subject to approval by the Oslo Stock Exchange before the offer is submitted to the shareholders or made public. The offer price per share must be at least as high as the highest price paid or agreed by the offeror for the shares in the six-month period prior to the date the threshold was exceeded. However, if it is clear that the market price was higher when the mandatory offer obligation was triggered, the Norwegian Securities Trading Act stipulates that offer price shall be at least as high as the market price. If the acquirer acquires or agrees to acquire additional shares at a higher price prior to the 160

expiration of the mandatory offer period, the acquirer is obliged to restate its offer at such higher price. A mandatory offer must be in cash or contain a cash alternative at least equivalent to any other consideration offered. In case of failure to make a mandatory offer or to sell the portion of the shares that exceeds the relevant threshold within four weeks, the Oslo Stock Exchange may force the acquirer to sell the shares exceeding the threshold by public auction. Moreover, a shareholder who fails to make an offer may not, as long as the mandatory offer obligation remains in force, exercise rights in the company, such as voting in a general meeting of shareholders, without the consent of a majority of the remaining shareholders. The shareholder may, however, exercise the right to dividend and his/her/its pre-emption rights in the event of a share capital increase. If the shareholder neglects his/her/its duties to make a mandatory offer, the Oslo Stock Exchange may impose a cumulative daily fine which runs until the circumstance has been rectified. A shareholder or consolidated group who has passed the relevant threshold for a mandatory offer obligation without triggering such an obligation, and who consequently has not previously made an offer for the remaining shares in the company in accordance with the mandatory offer rules is, as a main rule, obliged to make a mandatory offer in the event of a subsequent acquisition of shares in the company (subsequent offer obligation). A shareholder who represents more than 1/3 of the votes in a Norwegian company listed on a Norwegian regulated market is obliged to make an offer to purchase the remaining shares of the company (repeated offer obligation) where the shareholder through acquisition becomes the owner of shares representing 40% or more of the votes in the company. The same applies correspondingly where the shareholder through acquisition becomes the owner of shares representing 50% or more of the votes in the company. The mandatory offer obligation ceases to apply if the shareholder sells the portion of the shares which exceeds the relevant threshold within four weeks of the date on which the mandatory offer obligation was triggered. Pursuant to the Norwegian Securities Trading Act and the Norwegian Securities Regulation of 29 June 2007 No. 876, the above mentioned rules also apply in part or in whole to acquisitions of shares in certain non-norwegian companies whose shares are listed on a Norwegian regulated market. 15.10 Compulsory acquisition Pursuant to sections 4-24 cf. 4-25 of the Norwegian Public Limited Companies Act and chapter 4 of the Norwegian Securities Trading Act, a shareholder who, directly or through subsidiaries, acquires shares representing 90% or more of the total number of issued shares in a Norwegian public limited company, as well as 90% or more of the total voting rights, has a right (and each remaining minority shareholder of the company has a right to require such majority shareholder) to effect a compulsory acquisition for cash of the shares not already owned by such majority shareholder. Through such compulsory acquisition the majority shareholder becomes the owner of the remaining shares with immediate effect. If a shareholder acquires shares representing 90% or more of the total number of issued shares, as well as a corresponding amount of the voting rights, through a voluntary offer in accordance with the Norwegian Securities Trading Act, a compulsory acquisition can, subject to the following conditions, be carried out without such shareholder being obliged to make a mandatory offer: (i) the compulsory acquisition is commenced no later than four weeks after the acquisition of shares through the voluntary offer, (ii) the price offered per share is equal to or higher than what the offer price would have been in a mandatory offer, and (iii) the settlement is guaranteed by a financial institution authorized to provide such guarantees in Norway. 161

A majority shareholder who effects a compulsory acquisition is required to offer the minority shareholders a specific price per share, the determination of which is at the discretion of the majority shareholder. However, where the offeror, after making a mandatory or voluntary offer, has acquired 90% or more of the voting shares of the offeree company and a corresponding proportion of the votes that can be cast in the general meeting, and the offeror pursuant to section 4 25 of the Norwegian Public Limited Companies Act completes a compulsory acquisition of the remaining shares within three months after the expiry of the offer period, it follows from the Norwegian Securities Trading Act that the redemption price shall be determined on the basis of the offer price, absent specific reasons indicating another price. Should any minority shareholder not accept the offered price, such minority shareholder may, within a specified deadline of not less than two months, request that the price be set by a Norwegian court. The cost of such court procedure will, as a general rule, be the responsibility of the majority shareholder, and the relevant court will have full discretion in determining the consideration to be paid to the minority shareholder as a result of the compulsory acquisition. Absent a request for a Norwegian court to set the price or any other objection to the price being offered, the minority shareholders would be deemed to have accepted the offered price after the expiry of the specified deadline. 15.11 Foreign exchange controls There are currently no foreign exchange control restrictions in Norway, other than in certain extreme macroeconomic conditions, that would potentially restrict the payment of dividends to a shareholder outside Norway, and there are currently no restrictions that would affect the right of shareholders of a Norwegian company who are not residents in Norway to dispose of their shares and receive the proceeds from a disposal outside Norway. There is no maximum transferable amount either to or from Norway, although transferring banks are required to submit reports on foreign currency exchange transactions into and out of Norway into a central data register maintained by the Norwegian customs and excise authorities. The Norwegian police, tax authorities, customs and excise authorities, the National Insurance Administration and the NFSA have electronic access to the data in this register. 162

16 TAXATION Set out below is a summary of certain Norwegian tax matters related to investments in the Company. The summary is based on Norwegian laws, rules and regulations applicable as of the date of this Prospectus, which may be subject to any changes in law occurring after such date. The summary does not address foreign tax laws. The summary is of a general nature and does not purport to be a comprehensive description of all the Norwegian tax considerations that may be relevant for a decision to acquire, own or dispose of shares. Shareholders who wish to clarify their own tax situation should consult with and rely upon their own tax advisors. Shareholders resident in jurisdictions other than Norway and shareholders who cease to be resident in Norway for tax purposes (due to domestic tax law or tax treaty) should consult with and rely upon their own tax advisors with respect to the tax position in their country of residence and the tax consequences related to ceasing to be resident in Norway for tax purposes. Please note that for the purpose of the summary below, a reference to a Norwegian or foreign shareholder refers to the tax residency rather than the nationality of the shareholder. 16.1 Norwegian Shareholders 16.1.1 Taxation of dividends 16.1.1.1 Norwegian Personal Shareholders Dividends received by shareholders who are individuals resident in Norway for tax purposes ( Norwegian Personal Shareholders ) are taxable as ordinary income for such shareholders at a flat rate of 28% to the extent the dividend exceeds a tax-free allowance. The allowance is calculated on a share-by-share basis. The allowance for each share is equal to the cost price of the share multiplied by a determined risk-free interest rate based on the effective rate after tax of interest on treasury bills (Norwegian: statskasseveksler ) with three months maturity. The allowance is calculated for each calendar year, and is allocated solely to Norwegian Personal Shareholders holding shares at the expiration of the relevant calendar year. Norwegian Personal Shareholders who transfer shares will thus not be entitled to deduct any calculated allowance related to the year of transfer. Any part of the calculated allowance one year exceeding the dividend distributed on the share ( excess allowance ) may be carried forward and set off against future dividends received on, or gains upon realization, of the same share. Any excess allowance will also be included in the basis for calculating the allowance on the same share the following years. 16.1.1.2 Norwegian Corporate Shareholders Dividends received by shareholders who are limited liability companies (and certain similar entities) resident in Norway for tax purposes ( Norwegian Corporate Shareholders ) on shares qualifying for participation exemption, are effectively taxed at rate of 0.84% (3% of dividend income from such shares is included in the calculation of ordinary income for Norwegian Corporate Shareholders and ordinary income is subject to tax at a flat rate of 28%). 16.1.2 Capital gains tax 16.1.2.1 Norwegian Personal Shareholders Sale, redemption or other disposal of shares is considered a realization for Norwegian tax purposes. A capital gain or loss generated by a Norwegian Personal Shareholder through a disposal of shares in the Company is taxable or tax deductible in Norway. Such capital gain or loss is included in or deducted from the shareholder s ordinary income in the year of disposal. Ordinary 163

income is taxable at a rate of 28%. The gain is subject to tax and the loss is tax-deductible irrespective of the duration of the ownership and the number of shares disposed of. The taxable gain/deductible loss is calculated per share, as the difference between the consideration for the share and the Norwegian Personal Shareholder s cost price of the share, including any costs incurred in relation to the acquisition or realization of the share. From this capital gain, Norwegian Personal Shareholders are entitled to deduct a calculated allowance, provided that such allowance has not already been used to reduce taxable dividend income. See Section 16.1.1 Taxation of dividends above for a description of the calculation of the allowance. The allowance may only be deducted in order to reduce a taxable gain, and cannot increase or produce a deductible loss, i.e. any unused allowance exceeding the capital gain upon the realization of a share will be annulled. If the Norwegian Personal Shareholder owns shares acquired at different points in time, the shares that were acquired first will be regarded as the first to be disposed of, on a first-in, first-out basis. 16.1.2.2 Norwegian Corporate Shareholders Norwegian Corporate Shareholders are exempt from tax on capital gains derived from the realization of shares qualifying for participation exemption. Losses upon the realization and costs incurred in connection with the purchase and realization of such shares are not deductible for tax purposes. 16.1.3 Taxation of Subscription Rights 16.1.3.1 Norwegian Personal Shareholders A Norwegian Personal Shareholder s subscription for shares pursuant to a subscription right is not subject to taxation in Norway. Costs related to the subscription for shares will be added to the cost price of the shares. 16.1.3.2 Norwegian Corporate Shareholders A Norwegian Corporate Shareholder s subscription for shares pursuant to a subscription right is not subject to taxation in Norway. Costs related to the subscription for the shares will be added to the cost price of the shares. 16.1.4 Net wealth tax The value of shares is included in the basis for the computation of wealth tax imposed on Norwegian Personal Shareholders. Currently, the marginal wealth tax rate is 1.1% of the value assessed. The value for assessment purposes for shares listed on Oslo Axess is the listed value as of 1 January in the year of assessment. Norwegian Corporate Shareholders are not subject to wealth tax. 16.2 Foreign Shareholders 16.2.1 Taxation of dividends 16.2.1.1 Foreign Personal Shareholders Dividends distributed to shareholders who are individuals not resident in Norway for tax purposes ( Foreign Personal Shareholders ), are as a general rule subject to withholding tax at a rate of 25%. The withholding tax rate of 25% is normally reduced through tax treaties between Norway and the country in which the shareholder is resident. The withholding obligation lies with the company distributing the dividends and the Company assumes this obligation. 164

Foreign Personal Shareholders resident within the EEA for tax purposes may apply individually to Norwegian tax authorities for a refund of an amount corresponding to the calculated tax-free allowance on each individual share (see above). If a Foreign Personal Shareholder is carrying on business activities in Norway and the shares are effectively connected with such activities, the shareholder will be subject to the same taxation of dividends as a Norwegian Personal Shareholder, as described above. Foreign Personal Shareholders who have suffered a higher withholding tax than set out in an applicable tax treaty may apply to the Norwegian tax authorities for a refund of the excess withholding tax deducted. 16.2.1.2 Foreign Corporate Shareholders Dividends distributed to shareholders who are limited liability companies (and certain other entities) not resident in Norway for tax purposes ( Foreign Corporate Shareholders ), are as a general rule subject to withholding tax at a rate of 25%. The withholding tax rate of 25% is normally reduced through tax treaties between Norway and the country in which the shareholder is resident. Dividends distributed to Foreign Corporate Shareholders resident within the EEA for tax purposes are exempt from Norwegian withholding tax provided that the shareholder is the beneficial owner of the shares and that the shareholder is genuinely established and performs genuine economic business activities within the relevant EEA jurisdiction. If a Foreign Corporate Shareholder is carrying on business activities in Norway and the shares are effectively connected with such activities, the shareholder will be subject to the same taxation of dividends as a Norwegian Corporate Shareholder, as described above. Foreign Corporate Shareholders who have suffered a higher withholding tax than set out in an applicable tax treaty may apply to the Norwegian tax authorities for a refund of the excess withholding tax deducted. Nominee registered shares will be subject to withholding tax at a rate of 25% unless the nominee has obtained approval from the Norwegian Tax Directorate for the dividend to be subject to a lower withholding tax rate. To obtain such approval the nominee is required to file a summary to the tax authorities including all beneficial owners that are subject to withholding tax at a reduced rate. The withholding obligation in respect of dividends distributed to Foreign Corporate Shareholders and on nominee registered shares lies with the company distributing the dividends and the Company assumes this obligation. 16.2.2 Capital gains tax 16.2.2.1 Foreign Personal Shareholders Gains from the sale or other disposal of shares by a Foreign Personal Shareholder will not be subject to taxation in Norway unless the Foreign Personal Shareholder holds the shares in connection with business activities carried out or managed from Norway. 16.2.2.2 Foreign Corporate Shareholders Capital gains derived by the sale or other realization of shares by Foreign Corporate Shareholders are not subject to taxation in Norway. 165

16.2.3 Taxation of Subscription Rights 16.2.3.1 Foreign Personal Shareholders A Foreign Personal Shareholder s subscription for shares pursuant to a subscription right is not subject to taxation in Norway. 16.2.3.2 Foreign Corporate Shareholders A Foreign Corporate Shareholder s subscription for shares pursuant to a subscription right is not subject to taxation in Norway. 16.2.4 Net wealth tax Shareholders not resident in Norway for tax purposes are not subject to Norwegian net wealth tax. Foreign Personal Shareholders can, however, be taxable if the shareholding is effectively connected to the conduct of trade or business in Norway. 16.3 Inheritance tax When shares are transferred by way of inheritance or gift, such transfer may give rise to inheritance or gift tax in Norway if the decedent, at the time of death, or the donor, at the time of the gift, is a resident or citizen of Norway, or if the shares are effectively connected with a business carried out through a permanent establishment in Norway. However, in the case of inheritance tax, if the decedent was a citizen but not a resident of Norway, Norwegian inheritance tax will not be levied if inheritance tax or a similar tax is levied by the decedent s country of residence. Inheritance tax will be applicable to gifts if the donor is a citizen of Norway at the time the gift was given. However, for taxes paid in the donor s country of residence a credit will be given in the Norwegian gift taxes. The basis for the computation of inheritance tax is the market value at the time the transfer takes place. The rate is progressive from 0 to 15%. For inheritance and gifts from parents to children, the maximum rate is 10%. 16.4 Duties on transfer of Shares No stamp or similar duties are currently imposed in Norway on the transfer or issuance of shares in Norwegian companies. 166

17 ADDITIONAL INFORMATION 17.1 Related party transactions 17.1.1 General The related parties of the Company are comprised of Group companies, members of the Board of Directors, key employees, or other parties which are directly or indirectly able to control or exercise significant influence over the other party in the decision making process. Included in the definition of related parties are also parties under common control or other common significant influence. All transactions between the related parties are based on the principle of "arm s length" (estimated market value). Following the business combination of Bridge Energy ASA, Bridge Energy UK Ltd. and Bridge Energy Norge AS on 26 March 2010, there is intercompany invoicing between the companies in the Group for management and other consultancy services delivered (regarding remuneration to the Board of Directors and Management see information in Section 10 Board of Directors, management and employees ). Other costs incurred on behalf of the other companies in the Group are also recharged. The intercompany charges are based on intercompany agreements. The charges for services delivered are on basis of time spent and are charged at hourly rates reflecting the market value (principle of arm s length). All the intercompany transactions are eliminated at Group level. Bridge Energy is financing part of operations in Bridge Energy UK and Bridge Energy Norge through intercompany loans. The loans are issued on basis of intercompany loan agreements at market terms. The intercompany loans are eliminated at Group level. The table below gives an overview of Bridge Energy s intercompany loan balances as at 31 December 2011. Company (in NOK 000) Parent Bridge Energy UK... 191,210 Bridge Energy Norge... 73,989 Total... 265,199 17.1.2 Transactions The Company has undertaken transactions with related parties in the period from 2008 and up until the date of this Prospectus. Set out below is a summary of each transaction entered into between the Company and a related party: In the third quarter 2011 revenues of NOK 0.6 million were received relating to consultancy services by Bridge Energy to the company East African Petroleum Services AS, of which Einar H. Bandlien is chairman. Prior to the combination agreement between Bridge Energy ASA, Bridge Energy UK Ltd. and Bridge Energy Norge AS on 26 March 2010, Storm owned 100% of the issued shares in Bridge Energy UK. Storm recharged consulting and personnel costs incurred on behalf of the Group companies. In 2009 and 2008, GBP 138,000 and GBP 139,000, respectively, was paid to Storm. Further, intercompany debt to Storm as at 31 December 2009 of NOK 38.8 million was settled and fully paid by the Company in the first quarter of 2010. In 2010, Bridge Energy Norge entered into an agreement with Bridge Consult AS, of which Einar H. Bandlien is chairman, for consultancy services.nok 440,000 has been paid to Bridge Consult AS for services rendered in 2010. 167

Bridge Energy Norge was also party to an investment agreement with Lime Rock Partners III, L.P. and the founders of Bridge Energy Norge, hereunder Einar H. Bandlien and Alfred Kjemperud. The investment agreement governs the terms of Lime Rock s investment in Bridge Energy. Lime Rock Partners III, L.P. committed to invest up to NOK 51,584,000 in Bridge through the subscription of shares. Additionally, Lime Rock was entitled, but not obligated to invest up to USD 41,000,000 in addition to the committed funding over an investment period of up to five years. Corporate control matters were also regulated. The investment agreement provided for a carry arrangement to allocate the value of the share capital implied by the exit event. The investment agreement is governed by English law. This investment agreement was terminated upon the completion of the combination agreement between Bridge Energy ASA, Bridge Energy UK Ltd. and Bridge Energy Norge AS on 26 March 2010, and the carry arrangement was settled. 17.2 Disputes The Company is not aware of any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened) in the 12 months prior to the date of this Prospectus, which may have, or have had in the recent past, significant effects on the Company s and/or the Group s financial position or profitability. 17.3 Incorporation by reference The Company hereby incorporates the following documents by reference into this Prospectus: its interim report for the twelve months ended 31 December 2011, available at www.bridge-energy.com its annual report for the year ended 31 December 2010 (with comparable figures for 2009), available at www.bridge-energy.com the annual report for its subsidiaries, Bridge Energy UK and Bridge Energy Norge, for the years ended 31 December 2009 and 2008, available at www.bridge-energy.com its Annual Statement of Reserves for 2011, available at www.bridge-energy.com The information incorporated by reference into this Prospectus should be read in connection with the cross-reference list below. All the relevant information can be found on the Company s website www.bridge-energy.com. 168

Section in Prospectus Disclosure requirements of the Prospectus Reference document and link Page (P) in reference document Section 11, 12 and 13 Unaudited interim report Interim report for the three and twelve months ended 31 December 2011 the Group: asdfasdfasdf asdf Pro forma financial information (Annex II, Section 3.) http://www.newsweb.no/newsweb/search.do?messagei d=298678 P 6 Section 11, 12 and 13 Audited historical financial information (Annex I, Section 20.1) Pro forma financial information (Annex II, Section 3.) Financial statements 2010 the Group: http://www.newsweb.no/newsweb/search.do?messagei d=279506 Director s report 2010 the Group: http://www.newsweb.no/newsweb/search.do?messagei d=279506 P 15 asdfasdfasdf asdf P 3 asdfasdfas Financial statements 2009 Bridge Energy UK: http://www.bridge-energy.com/documents/bridgeenergy-uk-financial-report-2009.pdf Director s report 2009 Bridge Energy UK: P 14 asdfasdfasdf asdf http://www.bridge-energy.com/documents/bridgeenergy-uk-financial-report-2009.pdf P 2 asdfasdfas Financial statements 2009 Bridge Energy Norge: http://www.bridge-energy.com/documents/bridgeenergy-norge-financial-report-2009.pdf Director s report 2009 Bridge Energy Norge: P 1 asdfasdfasdf asdf http://www.bridge-energy.com/documents/bridgeenergy-norge-financial-report-2009.pdf P 0 asdfasdfas Financial statements 2008 Bridge Energy UK: http://www.bridge-energy.com/documents/bridgeenergy-uk-financial-report-2008.pdf Director s report 2008 Bridge Energy UK: P 11 asdfasdfasdf asdf http://www.bridge-energy.com/documents/bridgeenergy-uk-financial-report-2008.pdf P 2 asdfasdfas Financial statements 2008 Bridge Energy Norge: http://www.bridge-energy.com/documents/bridgeenergy-norge-financial-report-2008.pdf Director s report 2008 Bridge Energy Norge: P 6 asdfasdfasdf asdf http://www.bridge-energy.com/documents/bridgeenergy-norge-financial-report-2008.pdf P 4 Section 11 Audit report (Annex I, Section 20.4.1) Auditor s report 2010 the Group (and 2009 comparable figures): http://www.newsweb.no/newsweb/search.do?messagei d=279506 asdfasdfasdf asdf P 58 asdfasdfas Auditor s report 2009 Bridge Energy UK: Asdfasdfas http://www.bridge-energy.com/documents/bridgeenergy-uk-financial-report-2009.pdf P 12 asdfasdfas Auditor s report 2009 Bridge Energy Norge: Asdfasdfas http://www.bridge-energy.com/documents/bridgeenergy-norge-financial-report-2009.pdf P 30 asdfasdfas Auditor s report 2008 Bridge Energy UK: Asdfasdfas http://www.bridge-energy.com/documents/bridge- P 10 169

Section in Prospectus Disclosure requirements of the Prospectus Reference document and link Page (P) in reference document energy-uk-financial-report-2008.pdf asdfasdfas Auditor s report 2008 Bridge Energy Norge: Asdfasdfas http://www.bridge-energy.com/documents/bridgeenergy-norge-financial-report-2008.pdf P 16 Section 11 Accounting policies (Annex I, Section 20.1) Accounting principles the Group (annual report 2010): http://www.newsweb.no/newsweb/search.do?messagei d=279506 P 20 asdfasdfas Accounting principles (interim report for the three and twelve months ended 31 December 2011) the Group: Asdfasdfasdf asdf http://www.newsweb.no/newsweb/search.do?messagei d=298678 P 10 asdfasdfas Accounting principles Bridge Energy UK (annual report 2009): Asdfasdfasdf asdf http://www.bridge-energy.com/documents/bridgeenergy-uk-financial-report-2009.pdf P 22 asdfasdfas Accounting principles Bridge Energy Norge (annual report 2009): Asdfasdfasdf asdf http://www.bridge-energy.com/documents/bridgeenergy-norge-financial-report-2009.pdf P 6 Section 9 Annual Statement of Reserves 2011 the Group: http://www.newsweb.no/newsweb/search.do?messagei d=299175 17.4 Documents on display Copies of the following documents will be available for inspection at Bridge Energy s registered office during normal business hours on Monday to Friday each week (except for public holidays) for a period 12 months from the date of this Prospectus: the Memorandum of Incorporation and the Articles of Association; the audited financial statements of the Company for the year ended 31 December 2010; the unaudited financial statements of the Company for the three and twelve months ended 31 December 2011; the audited financial statements of the Company s subsidiaries, Bridge Energy UK and Bridge Energy Norge, for the years ended 31 December 2009 and 2008; and this Prospectus. Copies of this Prospectus may also be obtained from the Manager during the same 12 month period. 17.5 Confirmation regarding sources This Prospectus also contains information sourced from third parties. The information in this Prospectus that has been sourced from third parties has been accurately reproduced and as far as the Company is aware and able to ascertain from information published by that third party, no 170

facts have been omitted which would render the reproduced information inaccurate or misleading. The source of third party information is identified where used. This Prospectus contains market data, industry forecasts and other information published by third parties, including information related to the sizes of markets in which the Company operates. The information has been extracted from a number of sources. The Company has estimated certain market share statistics using both its internal data and industry data from other sources. Although the Company regards these sources as reliable, the information contained in them has not been independently verified. This Prospectus also contains assessments of market data and information derived therefrom that could not be obtained from any independent sources. Such information is based on the Company s own internal assessments and may therefore deviate from the assessments of competitors of the Company or future statistics by independent sources. 17.6 Statements regarding expert opinions This Prospectus does not refer to any expert opinions. 171

18 DEFINITIONS AND GLOSSARY OF TERMS 18.1 Definitions When used in this Prospectus, the following terms shall have the meanings set out below, unless the context otherwise requires. Words importing the plural shall be construed to include the singular and vice versa. AGM:... The Annual General Meeting of the Company. AIM:... The Alternative Investment Market, a market operated and supervised by the London Stock Exchange. Anti-Money Laundering Legislation:... The Norwegian Money Laundering Act No. 11 of 6 March 2009 and the Norwegian Money Laundering Regulations No. 302 of 13 March 2009, collectively. Articles of Association:... The articles of association of Bridge Energy. Board or Board of Directors:... The board of directors of the Company. BP Exchange Agreement:... In October 2005, Bridge Energy UK signed agreement to acquire BP s 25% share in the Victoria field and in the Vulcan East discovery in exchange for Bridge Energy UK s interest the Vanquish discovery. Bridge Energy:... The Company. Bridge Energy Norge:... Bridge Energy Norge AS, a Norwegian private limited company incorporated under the laws of Norway, with business registration number 988 682 039 (previously Bridge Energy AS). Bridge Energy UK:... Bridge Energy UK Limited (former Silverstone Energy Limited), a Scottish E&P company with company registration number SC279865. Business Combination:... The business combination of Bridge Energy UK (then called Silverstone Energy Limited) and Bridge Energy Norge (then called Bridge Energy AS), pursuant to which the Company acquired all the shares of Bridge Energy Norge and Bridge Energy UK in consideration for new shares in Bridge Energy. CET:... Central European Time. Corporate Governance Code:... The Norwegian Code of Practice for Corporate Governance published on 21 October 2010 by the Norwegian Corporate Governance Board, as amended. Company:... Bridge Energy ASA, a public limited liability company incorporated under the laws of Norway, with business registration number 995 216 531. ConocoPhillips/BP Farm-in Agreement:... In December 2005, Energy UK (now Bridge Energy UK) entered into an agreement with ConocoPhillips and BP that allowed Energy UK to nominate and farm-in to certain prospects in Blocks 49/12a, 49/16, 49/17, 48/20b, 48/25b and 49/21. Dana Farm-in Agreement:... In May 2009, Bridge Energy Norge entered into a farm-in agreement with Dana for a participating interest in PL027D and PL504. DECC:... The UK Department of Energy and Climate Change. DOE:... U.S. Department of Energy. EEA:... The European Economic Area. EIA:... U.S. Energy Information Administration. EU:... The European Union. EUR:... The lawful common currency of the EU member state who have adopted the Euro as their sole national currency (the Euro area). Eligible Shareholders:... Shareholders of the Company as of the end of 19 January 2012, as appearing in the VPS on 24 January 2012 (the Record Date), who did not participate in the Private Placement, and who are not restricted from participating in the Repair Offering due to laws and regulations in their home country jurisdiction. E&P:... Exploration and Production. E&Y:... Ernst & Young AS, the Company s auditor. Foreign Corporate Shareholders:... Shareholders who are limited liability companies (and certain other entities) not resident in Norway for tax purposes. Foreign Personal Shareholders:... Shareholders who are individuals not resident in Norway for tax purposes. FSMA:... The Financial Services and Markets Act 2000. 172

GBP or :... British pound sterling, the lawful currency of the United Kingdom. General Meeting:... The general meeting of the Company. Group:... Bridge Energy together with its consolidated subsidiaries. H1:... The six months period ended 30 June. H2:... The six months period ended 31 December. HSE:... Health, Safety and Environment. IAS:... International Accounting Standard. IFRS:... International Financial Reporting Standards, as adopted by the EU. Ineligible Persons:... Ineligible Shareholders or other persons in an Ineligible Jurisdiction or citizens of an Ineligible Jurisdiction. Ineligible Shareholders:... Shareholders resident in jurisdictions where the Prospectus may not be distributed and/or with legislation that, according to the Company s assessment, prohibits or otherwise restricts subscription for Offer Shares. ISIN:... International Securities Identification Number. JPM:... JP Morgan Securities Limited. Lender:... Lime Rock Partners III, L.P. Listing:... The listing of the Placement Shares on Oslo Axess. Major Shareholders:... The Lender and Government of the province of Alberta (AIMCo), respectively. Management:... The management of the Company. Manager:... Fondsfinans ASA. NCS:... The Norwegian Continental Shelf. New Shares:... The Placement Shares and the Offer Shares, collectively. Nexen:... Nexen Petroleum Dragon Oil UK Limited. NFSA:... The Financial Supervisory Authority of Norway. Norwegian Corporate Shareholders:... Shareholders who are limited liability companies (and certain similar entities) resident in Norway for tax purposes. Norwegian kroner or NOK:... Norwegian kroner, the lawful currency of Norway. Norwegian Personal Shareholders:... Shareholders who are individuals resident in Norway for tax purposes. Norwegian Public Limited Companies Act:... The Norwegian Public Limited Companies Act of 13 June 1997 No. 45 (Norwegian: allmennaksjeloven ). Norwegian Register of Business Enterprises:... The Norwegian Register of Business Enterprises at Brønnøysund, Norway ( Foretaksregisteret ). Norwegian Securities Trading Act:... Norwegian Securities Trading Act of 29 June 2007 no. 75. NPD:... The Norwegian Petroleum Directorate. OECD:... Organisation for Economic Co-operation and Development. Offer Shares:... The up to 4,200,000 New Shares of the Company offered in the Repair Offering. OPEC:... Organisation of Petroleum Exporting Countries. Order:... Order 2005 of the FSMA, as amended. Payment Due Date:... 16 March 2012, the date on which payment for the Offer Shares falls due. Placement Shares:... The 10,800,000 New Shares to be issued in the Private Placement. Private Placement:... The Private Placement of Placement Shares directed towards existing shareholders and other Norwegian and international investors announced on 19 January 2012. Prospectus:... This prospectus dated 23 February 2012. Prospectus Directive:... Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 Q1:... The three months period ended 31 March. Q2:... The three months period ended 30 June. Q3:... The three months period ended 30 September. Q4:... The three months period ended 31 December. QIB:... Qualified institutional buyers as defined under Rule 144A under the U.S. Securities Act. RBL:... A 42 million reserve based lending facility with the Royal Bank of Scotland (RBS) and their syndicate partner NIBC Bank. 173

RBS:... The Royal Bank of Scotland. Record Date:... 24 January 2012, the date for determining the list of Eligible Shareholders. Reference Case:... EIA s base case scenario - EIA Annual Energy Outlook 2011, DOE/EIA, May 2011. Regulation S:... Regulation S under the U.S. Securities Act. Repair Offering:... The offering of up to 4,200,000 Offer Shares in the Company at a Subscription Price of NOK 10 per Offer Share with Subscription Rights for Eligible Shareholders, as further described in Section 6.2 The Repair Offering. Rule 144A:... Rule 144A under the U.S. Securities Act. Share(s):... Shares means the shares in the capital of Bridge Energy, each having a nominal value of NOK 1 and Share means any one of them. SPE:... The Society of Petroleum Engineers. SPE PRMS:... The standards applied by the Petroleum Resources Management System published by the Society of Petroleum Engineers / World Petroleum Council / American Association of Petroleum Geologists / Society of Petroleum Evaluation Engineers (SPE/WPC/AAPG/SPEE) in March 2007. STASCo:... Shell Trading and Shipping Company. Storm:... Storm Ventures International Inc., Canadian company. Subscription Form:... The form for subscription for Offer Shares. Subscription Period:... The period during which the Offer Shares can be subscribed for, beginning on 24 February 2012 and expiring at 17:30 hours (CET) on 9 March 2012. Subscription Price:... NOK 10 per Offer Share, the price for each Offer Share offered by the Company in the Repair Offering. Subscription Rights:... Non-transferable Subscription Rights granted to the Eligible Shareholders providing preferential rights to subscribe for, and be allocated, Offer Shares at the Subscription Price. SVI (BVI):... Storm Ventures International (BVI) Limited, a company, wholly owned subsidiary by Storm. UK:... United Kingdom. UKCS:... The UK Continental Shelf. U.S. Securities Act:... U.S. Securities Act of 1933, as amended. U.S. dollars, USD or $:... U.S. dollars, the lawful currency of the United States of America. Transaction:... The Company s agreement with Nexen to acquire a 50% working interest in the Duart field. VPS:... The Norwegian Central Securities Depository. WPC:... The World Petroleum Congress. 18.2 Glossary of terms Terms and expressions used in the oil and gas industry and technical terms used in the description of the Company are set out below. bbl:... Barrel(s) bbl/d:... Barrels per day bcf:... Billion cubic feet bcm:... Billion cubic metres boepd:... Barrels of oil equivalent per day bpd:... Barrels per day BTU:... British thermal unit FEED:... Front-end engineering and design Gas/Oil Ratio (GOR):... The ratio of produced gas to produced oil km:... Kilometre Licence:... Any exploration or pre-claim, claim, licence, permit or concession to drill for oil. 174

LNG:... Liquid natural gas LPG:... Liquid petroleum gas m:... Metres mbbl:... Thousand barrels mbtu:... Million British thermal units mcf/d:... Thousand cubic feet per day mmbbl:... Million barrels mmboe:... Millions of barrels of oil equivalence (6 mcf = 1 boe etc.) mmcf:... Million cubic feet mmcf/d:... Million cubic feet per day mmscf/day:... Million standard cubic feet per day mmstb:... Million stock tank barrels MSm3 o.e.:... Million standard cubic metres oil equivalents NGL:... Natural gas liquids Permeability;... The capability of a rock to allow passage of fluids through it Porosity:... The percentage of pore volume or void space, or that volume within rock that can contain fluids POS:... Probability of success Reserves:... Commercial discoveries of hydrocarbons that are in field where a plan for development and operation has been approved by the authorities or where a formal decision to submit such plan has been made in the licence. Resources:... Recoverable volumes of hydrocarbons in discoveries not assumed commercial or where a plan for development and operation has not yet been decided, i.e. all discoveries not classified as Reserves. Water saturation:... The fraction of water in a given pore space WTI:... West Texas Intermediate is a grade of crude oil used as a benchmark in oil pricing. 175

APPENDIX 1: Unofficial office translation from Norwegian in case of any discrepancy the Norwegian version shall prevail ARTICLES OF ASSOCIATION FOR BRIDGE ENERGY ASA (per 20 October 2010) 1 Name The name of the company is Bridge Energy ASA. The company is a public limited liability company. 2 Business address The business address is in municipality of Asker. 3 Objective The objective of the company is to invest in other companies in the oil and gas sector and everything connected therewith. 4 Share capital The company's share capital is NOK 52 486 146 divided into 52 486 146 shares, each with par value of NOK 1. The company's shares shall be registered in VPS. 5 Board of directors The company s board shall consist of 5 to 7 members as resolved by the general meeting. 6 Signature The signature of the company is held by two board members jointly or the chief executive officer and one board member jointly. 7 The ordinary general meeting The ordinary general meeting shall deal with: 1. Approval of the annual financial statement and the annual report. 2. Use of profit or coverage of loss in accordance with the approved balance, including distribution of dividend. 3. Election of members to the board. 4. Other matters that according to law is up to the general meeting to consider. 8 Notice of general meeting Notice of general meeting shall be sent per mail to all shareholders. Documents related to matters to be dealt with by the general meeting, may be made available on the Company s internet pages, instead of being appended to the notice as physical documents. Any shareholder is, however, entitled to demand that physical documents regarding matters to be dealt with by the general meeting are sent to the shareholder. 9 Place of general meeting Both ordinary and extraordinary general meetings may be held in Oslo. 10 Written advance votes The shareholders may submit written votes by mail for their shares in advance of the general meeting up until one working day before the date of the general meeting. A1

11 Nomination Committee The Company shall have a nomination committee consisting of 3 members. The nomination committee shall propose candidates for the board of directors, propose the directors remuneration, and assess the need for amendments of the board or the nomination committee. The general meeting shall elect the members of the nomination committee, hereunder its leader. The nomination committee s members are elected for a term of two years. The general meeting determines the remuneration of the nomination committee members. 12 Other provisions Reference is made to the at any time prevailing legislation for public limited companies. A2

APPENDIX 2: AUDITOR S PRO FORMA ASSURANCE REPORT A3

A4

BRIDGE ENERGY ASA REPAIR OFFERING APPENDIX 3: SUBSCRIPTION FORM Securities no. ISIN NO 001 0566235 General information: The terms and conditions of the Repair Offering by Bridge Energy ASA (the Company ) pursuant to a resolution by the Company s Extraordinary General Meeting on 10 February 2012 (the EGM ) are set out in the prospectus dated 23 February 2012 (the Prospectus ). Terms defined in the Prospectus shall have the same meaning in this Subscription Form. The notice of, and minutes from, the EGM, the Company s Articles of Association and the financial statements for the year 2010 and for the three and twelve months ended 31 December 2011 are available at the Company s website www.bridge-energy.com. Subscription procedures: The Subscription Period is from and including 24 February 2012 to 17:30 hours (CET) on 9 March 2012. Correctly completed Subscription Forms must be received by the Manager before the end of the Subscription Period at the following address: Fondsfinans ASA, P.O. Box 1782 Vika, N-0122 Oslo, Norway, Fax + 47 23 11 30 04, e-mail: oppgjor@fondsfinans.no. The subscriber is responsible for the correctness of the information filled in on the Subscription Form. Subscription Forms that are incomplete or incorrectly completed, or that are received after the end of the Subscription Period, and any Subscription that may be unlawful, may be disregarded at the sole discretion of the Company and/or the Manager without further notice to the subscriber. Subscribers who are Norwegian citizens may also subscribe for Offer Shares through the VPS online subscription system by following the link on to the following website: www.fondsfinans.no. Subscriptions made through the VPS online subscription system must be duly registered before the expiry of the Subscription Period. Neither the Company nor the Manager may be held responsible for postal delays, unavailable fax lines, internet lines or servers or other logistical or technical problems that may result in subscriptions not being received in time or at all by the Manager. Subscriptions are irrevocable and binding upon receipt and cannot be withdrawn, cancelled or modified by the subscriber after having been received by the Manager, or in the case of subscriptions through the VPS online subscription system, upon registration of the subscription. By making a subscription, the subscriber (i) irrevocably subscribes at the Offer Price the number of Offer Shares allocated to such subscriber up to the aggregate subscription amount and (ii) authorizes and instructs the Manager (or someone appointed by the Manager) to take all actions required to transfer the Offer Shares allocated to it and to ensure delivery of such Offer Shares to it in the VPS, on its behalf and the subscriber further confirms and warrants to have read the Prospectus and that the subscriber is eligible to subscribe for Offer Shares under the terms set forth therein. Subscription Price: The Subscription Price in the Repair Offering is NOK 10 per Offer Share. Subscription Rights: Shareholders of the Company as of the end of 19 January 2012, as appearing in the VPS on the Record Date, except for (i) those shareholders who participated in the Private Placement and their respective affiliates and (ii) shareholders restricted from participating due to laws and regulations in their home country jurisdiction, will be granted non-transferable Subscription Rights giving preferential rights to subscribe for, and be allocated, Offer Shares in the Repair Offering. Each Eligible Shareholder will, subject to applicable securities laws, be granted 0.218366 non-transferable Subscription Right for each existing Share owned by it as of 19 January 2012 (as appearing in the VPS on the Record Date). Fractions of Subscription Rights will not be issued, and the number of Subscription Rights granted to each Eligible Shareholder will be rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Offer Share in the Repair Offering. Subscription Rights will not be granted, and Offer Shares will not be offered or issued, to shareholders in any jurisdiction in which such offering would be unlawful, or for jurisdictions other than Norway, would require any prospectus, filing, registration or other similar action by the Company or the Manager. Over-subscription by Eligible Shareholders and subscription without Subscription Rights by other shareholders of the Company as of the end of 19 January 2012, as appearing in the VPS on the Record Date, will be permitted, although with no guarantee that any Offer Shares will be allocated for subscriptions not covered by Subscription Rights. Subscription Rights that are not exercised before 9 March 2012 at 17:30 hours (CET) will have no value and will lapse without compensation to the holder. Holders of Subscription Rights should note that subscriptions for Offer Shares must be made in accordance with the procedures set out in the Prospectus and that holding of Subscription Rights in itself will not represent a subscription of Offer Shares. Allocation of Offer Shares: The Offer Shares will be allocated to the subscribers based on the allocation criteria set out in the Prospectus. The Company reserves the right to reject or reduce any subscription for Offer Shares not covered by Subscription Rights. The Company will not allocate fractional Offer Shares. Allocation of fewer Offer Shares than subscribed for does not impact the subscriber s obligation to pay for the Offer Shares allocated. Notification of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed in a letter from the Manager on or about 12 March 2012. Payment: The deadline for payment for allocated Offer Shares is 16 March 2012 (the Payment Due Date ). When subscribing for Offer Shares, each subscriber with a Norwegian bank account must provide a one-time irrevocable authorization to the Manager to debit a specified bank account with a Norwegian bank for the amount (in NOK) payable for the Offer Shares allocated to such subscriber. The amount is expected to be debited on the Payment Due Date and an amount to cover payment for the allocated Offer Shares must be available on the specific bank account on this date. The Company and the Manager reserve the right to make up to three debit attempts within seven working days after the Payment Due Date if there are insufficient funds in the account on the first debiting date, or if it for other reasons is not possible to debit the bank account. Subscribers who do not have a Norwegian bank account and subscribers who subscribe for an amount exceeding NOK 5 million must ensure that payment for the Offer Shares allocated to them is made with cleared funds on or before 12:00 hours (CET) on the Payment Due Date and must contact the Manager before making such payment. PLEASE SEE PAGE 2 OF THIS SUBSCRIPTION FORM FOR OTHER PROVISIONS THAT ALSO APPLY TO THE SUBSCRIPTION DETAILS OF THE SUBSCRIPTION Subscriber s VPS account Number of Subscription Rights Number of Offer Shares subscribed (incl. over-subscription) Subscription Price per Offer Share NOK 10 (For broker: Consecutive no.) Subscription amount to be paid NOK IRREVOCABLE AUTHORIZATION TO DEBIT ACCOUNT (MUST BE COMPLETED BY SUBSCRIBERS WITH NORWEGIAN BANK ACCOUNT) Norwegian bank account to be debited for the payment for the Offer Shares allocated (number of Offer Shares allocated x NOK 10). (Norwegian bank account no. 11 digits) In accordance with the terms and conditions set out in the Prospectus and this Subscription Form, I/we hereby irrevocably subscribe for the number of Offer Shares specified above and grant the Manager authorization to debit (by direct debiting or manually as described above) the specified bank account for the payment of the Offer Shares allocated to me/us. By signing this Subscription Form, subscribers subject to direct debiting accept the terms and conditions for Payment by Direct Debiting Securities Trading set out on page 2 of this Subscription Form. Place and date* *must be dated during the Subscription Period INFORMATION ON THE SUBSCRIBER ALL FIELDS MUST BE COMPLETED VPS account number First name Surname/company Street address Post code/district/country Personal ID number/ organization number Norwegian bank account for dividends Nationality Daytime telephone number Binding signature** **The subscriber must have legal capacity. When signed on behalf of a company or other legal entity or pursuant to an authorization, documentation in the form of a company certificate or power of attorney must be enclosed. A5

ADDITIONAL GUIDELINES FOR THE SUBSCRIBER Regulatory issues: In accordance with the Markets in Financial Instruments Directive ( MiFID ) of the European Union, Norwegian law imposes requirements in relation to business investments. In this respect, the Manager must categorize all new clients in one of three categories: eligible counterparties, professional clients and non-professional clients. All subscribers in the Repair Offering who are not existing clients of the Manager will be categorized as non-professional clients. Applicants can, by written request to the Manager, ask to be categorized as a professional client if the subscriber fulfils the requirements of the Norwegian Securities Trading Act. The subscriber represents that he/she/it is capable of evaluating the merits and risks of a decision to invest in the Company by subscribing for Offer Shares, and is able to bear the economic risk, and to withstand a complete loss, of an investment in the Offer Shares. Selling restrictions: The attention of persons who wish to apply for Offer Shares is drawn to Section 7 Selling and transfer restrictions of the Prospectus. The Company is not taking any action to permit a public offering of the Subscription Rights or Offer Shares in any jurisdiction other than Norway. Receipt of the Prospectus will not constitute an offer in those jurisdictions in which it would be illegal to make an offer or, for jurisdictions other than Norway, such offer would require a prospectus, filing, registration or other action by the Company or the Manager and, in those circumstances, the Prospectus is for information only and should not be copied or redistributed. Persons outside Norway should consult their professional advisors as to whether they require any governmental, regulatory or other consent or need to observe any other formalities to enable them to exercise Subscription Rights or to subscribe Offer Shares. It is the responsibility of any person wishing to exercise Subscription Rights or subscribe Offer Shares in the Repair Offering to satisfy himself as to the full observance of the laws of any relevant jurisdiction in connection therewith, including obtaining any governmental or other consent which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such territories. The Subscription Rights and Offer Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Hong Kong, Japan or the United States and may not be offered, sold, subscribed, taken up, exercised, resold, delivered or transferred, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan or the United States, other than pursuant to, and in accordance with, applicable exemptions. This Subscription Form does not constitute an offer to sell or a solicitation of an offer to buy or subscribe Offer Shares in any jurisdiction in which such offer or solicitation is unlawful or, for jurisdictions other than Norway, would require a prospectus, filing, registration or other action by the Company or the Manager. A subscription of Offer Shares in contravention of the above restrictions may be deemed to be invalid. By subscribing the Offer Shares, persons effecting subscriptions will be deemed to have represented to the Company that they, and the persons on whose behalf they are subscribing the Offer Shares, have complied, and will comply, with the above selling restrictions. Execution only: The Manager will treat the Subscription Form as an execution-only instruction. The Manager is not required to determine whether an investment in the Offer Shares is appropriate or not for the subscriber. Hence, the subscriber will not benefit from the protection of the relevant conduct of business rules in accordance with the Norwegian Securities Trading Act. Information exchange: The subscriber acknowledges that, under the Norwegian Securities Trading Act and the Norwegian Commercial Banks Act and foreign legislation applicable to the Manager, there is a duty of secrecy between the different units of the Manager as well as between the Manager and the other entities in the Manager s group. This may entail that other employees of the Manager or the Manager s group or entities may have information that may be relevant to the subscriber, but which the Manager will not have access to in its capacity as Manager for the Repair Offering. Information barriers: The Manager is a securities firm that offer a broad range of investment services. In order to ensure that assignments undertaken in the Manager s corporate finance departments are kept confidential, the Manager s other activities, including analysis and stock broking, are separated from the respective Manager s corporate finance departments by information walls. The subscriber acknowledges that the Manager s analysis and stock broking activity may conflict with the subscriber s interests with regard to subscriptions of, and other transactions in, the Shares, including the Offer Shares, as a consequence of such information walls. Mandatory anti-money laundering procedures: The Repair Offering is subject to the Norwegian Money Laundering Act of 6 March 2009 No. 11 and the Norwegian Money Laundering Regulations of 13 March 2009 No. 302 (collectively, the Anti-Money Laundering Legislation ). Subscribers who are not registered as existing customers of the Manager must verify their identity to the Manager in accordance with requirements of the Anti-Money Laundering Legislation, unless an exemption is available. Subscribers who have designated an existing Norwegian bank account and an existing VPS account on the subscription form are exempted, unless verification of identity is requested by the Manager. Subscribers who have not completed the required verification of identity prior to the expiry of the Subscription Period will not be allocated Offer Shares. Participation in the Repair Offering is conditional upon the subscriber holding a VPS account. The VPS account number must be stated in the subscription form. VPS accounts can be established with authorized VPS registrars, who can be Norwegian banks, authorized securities brokers in Norway and Norwegian branches of credit institutions established within the EEA. Establishment of a VPS account requires verification of identity to the VPS registrar in accordance with the Anti-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. Terms and conditions for payment by direct debiting - securities trading: Payment by direct debiting is a service the banks in Norway provide in cooperation. In the relationship between the payer and the payer s bank the following standard terms and conditions apply: a) The service Payment by direct debiting securities trading is supplemented by the account agreement between the payer and the payer s bank, in particular Section C of the account agreement, General terms and conditions for deposit and payment instructions. b) Costs related to the use of Payment by direct debiting securities trading appear from the bank s prevailing price list, account information and/or information given in another appropriate manner. The bank will charge the indicated account for costs incurred. c) The authorization for direct debiting is signed by the payer and delivered to the beneficiary. The beneficiary will deliver the instructions to its bank that in turn will charge the payer s bank account. d) In case of withdrawal of the authorization for direct debiting the payer shall address this issue with the beneficiary. Pursuant to the Norwegian Financial Contracts Act the payer s bank shall assist if the payer withdraws a payment instruction that has not been completed. Such withdrawal may be regarded as a breach of the agreement between the payer and the beneficiary. e) The payer cannot authorize payment of a higher amount than the funds available on the payer s account at the time of payment. The payer s bank will normally perform a verification of available funds prior to the account being charged. If the account has been charged with an amount higher than the funds available, the difference shall immediately be covered by the payer. f) The payer s account will be charged on the indicated date of payment. If the date of payment has not been indicated in the authorization for direct debiting, the account will be charged as soon as possible after the beneficiary has delivered the instructions to its bank. The charge will not, however, take place after the authorization has expired as indicated above. Payment will normally be credited the beneficiary s account between one and three working days after the indicated date of payment/delivery. g) If the payer s account is wrongfully charged after direct debiting, the payer s right to repayment of the charged amount will be governed by the account agreement and the Norwegian Financial Contracts Act. Overdue payment: Overdue payments will be charged with interest at the applicable rate under the Norwegian Act on Interest on Overdue Payment of 17 December 1976 No. 100; 8.75% per annum as of the date of the Prospectus. If the subscriber fails to comply with the terms of payment, the Offer Shares will not be delivered to the subscriber. The Company and the Manager reserve the right to, at the cost and risk of the investor, cancel the allocation and to reallocate, sell, assume ownership of or otherwise dispose of all or parts of the allocated Offer Shares on such terms and in such manner as the Manager may decide in accordance with applicable Norwegian law and otherwise based on the Board of Directors discretion, without further notice to the subscriber in question in accordance with Section 10-12, fourth paragraph of the Norwegian Public Limited Companies Act if payment has not been received within the third day after the Payment Due Date. The Company and the Manager further reserve the right, but have no obligation, to let the Manager advance the payment on behalf of subscribers who have not paid for the Offer Shares allocated to them within the Payment Due Date. The non-paying subscribers will remain fully liable for the subscription amount payable for the Offer Shares allocated to them, irrespective of such payment by the Manager. If the Offer Shares are sold on behalf of the subscriber, the subscriber will be liable for any loss, costs, charges and expenses suffered or incurred by the Company and/or the Manager as a result of or in connection with such sales. The Company and/or the Manager may enforce payment of any amounts outstanding in accordance with applicable law. A6

Bridge Energy ASA Lensmannslia 4 1386 Asker Norway Manager Fondsfinans ASA Haakon VII s gate 2 P.O. Box 1782 N-0122 Oslo Norway Legal Advisor to the Company Advokatfirmaet Thommessen AS Haakon VII s gate 10 P.O. Box 1484 N-0116 Oslo Norway 120040 / SSd.no