PROSPECTUS DET NORSKE OLJESELSKAP ASA

PROSPECTUS DET NORSKE OLJESELSKAP ASA (a public limited liability company incorporated under the laws of Norway) Rights Issue of 61,911,239 Shares Subscription Price of NOK 48.50 per Offer Share with Subscription Rights for Existing Shareholders The information contained in this prospectus (the Prospectus ) relates to a rights issue (Nw. fortrinnsrettsemisjon) (the Rights Issue ) by Det norske oljeselskap ASA (the Company ) and listing on Oslo Børs (the Oslo Stock Exchange ) of 61,911,239 new shares in the Company (the Offer Shares ), each with a nominal value of NOK 1.00, and with a subscription price of NOK 48.50 per Offer Share (the Subscription Price ). Holders of the Company s shares (the Existing Shareholders and the Shares respectively) in the Company s shareholder register with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the VPS ) as of the expiry of 14 July 2014 (the Record Date ), will be granted transferable subscription rights (the Subscription Rights ) that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares in the Rights Issue at the Subscription Price. For the purposes of determining eligibility for Subscription Rights, the Company will look solely to its register of shareholders as of the expiry of the Record Date. Provided that the delivery of traded Shares are made with ordinary T+3 settlement in the VPS, Shares that are acquired on or before 9 July 2014 (the Cut-off Date ) will give the right to receive Subscription Rights, whereas Shares that are acquired from and including 10 July 2014 will not give the right to receive Subscription Rights. Subscription Rights will not be issued in respect of existing Shares held in treasury by the Company. The Company s existing Shares are listed on the Oslo Stock Exchange under the ticker code DETNOR. Number of Offer Shares... 61,911,239 Offer Shares. Subscription Price... NOK 48.50 per Offer Share. Subscription Period... From 09:00 hours (CET) on 15 July 2014 to 16:30 hours (CET) on 29 July 2014 Trading in Subscription Rights... From 09:00 hours (CET) on 15 July 2014 to 16:30 hours (CET) on 24 July 2014 Each Existing Shareholder will be granted 11 Subscription Rights for every 25 Shares registered as held by such Existing Shareholder as of the expiry of the Record Date. Each Subscription Right will give the right to subscribe for and be allocated one Offer Share. Over-subscription and subscription without Subscription Rights will be permitted. The subscription period commences on 09:00 hours (CET) on 15 July 2014 and expires at 16:30 hours (CET) on 29 July 2014 (the Subscription Period ). The Subscription Rights will be listed and tradable on the Oslo Stock Exchange under the ticker code DETNOR T from 09:00 hours (CET) 15 July 2014 to 16:30 hours (CET) on 24 July 2014. Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period or that are not sold before 16:30 hours (CET) on 24 July 2014, will have no value and will lapse without compensation to the holder. Aker Capital AS has committed to subscribe for the number of Offer Shares covered by its Subscription Rights. Following expiry of the Subscription Period, any Offer Shares that have not been subscribed for and allocated in the Rights Issue (save for the Offer Shares to be subscribed for by Aker Capital AS) will be subscribed and paid for at the Subscription Price by BNP PARIBAS, DNB Markets, a part of DNB Bank ASA ( DNB Markets ), J.P. Morgan Securities plc. and Nordea Markets, a part of Nordea Bank Norge ASA ( Nordea Markets ) (together the Underwriters ), subject to the terms and conditions of the underwriting agreement between the Company and the Underwriters dated 1 June 2014, as amended (the Underwriting Agreement ). For the definitions of capitalised terms used throughout this Prospectus, see Section 24 Definitions. Investing in the Shares, including the Offer Shares, and trading in the Subscription Rights, involve a high degree of risk, see Section 2 Risk Factors. Joint Global Coordinators and Joint Bookrunners: BNP PARIBAS DNB Markets J.P. Morgan Securities plc. Nordea Markets Skandinaviska Enskilda Banken The date of this Prospectus is 9 July 2014.

IMPORTANT INFORMATION This Prospectus has been prepared in order to provide information about the Company and its business in relation to the Rights Issue and listing of the Offer Shares 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 the Commission Regulation (EC) no. 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in prospectuses (the Prospectus Directive ) as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (hereafter EC Regulation 809/2004 ). This Prospectus has been prepared solely in the English language. The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) (the Norwegian FSA ) has reviewed and approved this Prospectus in accordance with Sections 7-7 and 7-8 of the Norwegian Securities Trading Act. The Norwegian FSA has not verified or approved the accuracy or completeness of the information included in this Prospectus. The approval by the Norwegian FSA only relates to the information included in accordance with pre-defined disclosure requirements. The Norwegian FSA has not made any form of verification or approval relating to corporate matters described in or referred to in this Prospectus. 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, significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus, which are capable of affecting the assessment of the Offer Shares between the time when this Prospectus is approved and the date of listing of the Offer Shares on the Oslo Stock Exchange, 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 Company s affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus. The Company has furnished the information in this Prospectus. BNP PARIBAS, DNB Markets, J.P. Morgan Securities plc., Nordea Markets and Skandinaviska Enskilda Banken (together the Joint Global Coordinators and/or Joint Bookrunners ) make no representation or warranty, expressed or implied, as to the accuracy or completeness of such information, and nothing contained in this Prospectus is, nor shall be relied upon as, a promise or representation by the Joint Global Coordinators and the Joint Bookrunners. No person is authorised to give any information or to make any representation in connection with the Rights Issue 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 any of the Joint Bookrunners or by any of the affiliates, advisors or selling agents of any of the foregoing. In making an investment decision, each investor must rely on his or her own examination, and analysis of, and enquiry into the Company and the terms of the Rights Issue, including the merits and risks involved. None of the Company or the Joint Bookrunners, nor any of their respective representatives or advisers, is making any representation to any offeree, subscriber or purchaser of the Offer Shares regarding the legality of an investment in the Offer Shares by such offeree, subscriber or purchaser under the laws applicable to such offeree, subscriber or purchaser. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and other aspects of a subscription or purchase of the Offer Shares. The distribution of this Prospectus and the offering and subscription of the Offer Shares and offering or exercise of Subscription Rights in certain jurisdictions may be restricted by law. This Prospectus does not constitute an offer of, or an invitation to purchase, any of the Offer Shares (pursuant to the exercise of the Subscription Rights or otherwise) or Subscription Rights in any jurisdiction in which such offer or invitation to purchase would be unlawful. No one has taken any action that would permit a public offering of the Offer Shares or Subscription Rights 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 Joint Bookrunners require persons in possession of this Prospectus to inform themselves about and to observe any such restrictions. The Offer Shares and the Subscription Rights are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Investors should be aware that they may be required to bear the financial risks of an investment in the Offer Shares for an indefinite period of time. For further information on the manner of distribution of the Offer Shares and the Subscription Rights and the selling and transfer restrictions to which they are subject, see Section 21 Selling and Transfer Restrictions. 1

This Prospectus and the terms and conditions of the Rights Issue as set out herein shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Rights Issue or this Prospectus. The Offer Shares are being offered only in those jurisdictions in which, and only to those persons to whom, offers and sales of the Offer Shares (pursuant to the exercise of the Subscription Rights or otherwise) may lawfully be made. The Subscription Rights and the Offer Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act ), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, exercised, pledged, resold, granted, delivered, allocated, taken up, transferred or delivered, directly or indirectly, 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 securities law of any state or other jurisdiction of the United States. Pursuant to this Prospectus, 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 ) and inside the United States only to persons reasonably believed to be qualified institutional buyers ( QIBs ) (as defined in Rule 144A under the U.S. Securities Act) pursuant to an exemption from the registration requirements of the U.S. Securities Act who have executed and returned an investor letter in a form acceptable to the Company and the Joint Bookrunners to the Company prior to exercising Subscription Rights to acquire Offer Shares. The Rights Issue will not be made to persons who are residents of Australia, Canada, Japan, Hong Kong or in any jurisdiction in which such offering would be unlawful. For more information regarding restrictions in relation to the Rights Issue pursuant to this Prospectus, see Section 21 Selling and Transfer Restrictions. Nordea is not a registered broker-dealer in the United States and Nordea s activities in connection with the offering will in any event be limited solely outside the United States. Neither the Subscription Rights nor the Offer Shares have been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense in the United States. 2

CONTENTS Clause Page 1. SUMMARY... 4 2. RISK FACTORS... 19 3. RESPONSIBILITY STATEMENT... 33 4. GENERAL INFORMATION... 34 5. USE OF PROCEEDS; REASONS FOR THE RIGHTS ISSUE... 36 6. BUSINESS OVERVIEW... 37 7. THE TRANSACTION... 61 8. PRESENTATION OF MARATHON NORWAY... 63 9. THE COMPANY FOLLOWING COMPLETION OF THE TRANSACTION... 75 10. INDUSTRY OVERVIEW... 79 11. CAPITALISATION AND INDEBTEDNESS... 93 12. SELECTED FINANCIAL INFORMATION... 94 13. OPERATING AND FINANCIAL REVIEW... 108 14. MAJOR SHAREHOLDERS... 118 15. THE BOARD OF DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES... 119 16. RELATED PARTY TRANSACTIONS... 136 17. DIVIDEND AND DIVIDEND POLICY... 137 18. CORPORATE INFORMATION; SHARES AND SHARE CAPITAL... 139 19. SECURITIES TRADING IN NORWAY... 145 20. TERMS OF THE RIGHTS ISSUE... 149 21. SELLING AND TRANSFER RESTRICTIONS... 159 22. NORWEGIAN TAXATION... 165 23. INCORPORATION BY REFERENCE; DOCUMENTS ON DISPLAY... 168 24. ADDITIONAL INFORMATION... 170 25. DEFINITIONS... 171 APPENDIX A ARTICLES OF ASSOCIATION... A1 APPENDIX B ASSURANCE REPORT ON PRO FORMA FINANCIAL INFORMATION... B1 APPENDIX C ANNUAL ACCOUNTS 2013 OF MARATHON OIL NORGE AS... C1 APPENDIX D SUBSCRIPTION FORM... D1 APPENDIX E FIRST QUARTER 2014 INTERIM FINANCIAL INFORMATION AND ACCOMPANYING INDEPENDENT E1 AUDITOR'S REVIEW REPORT... 3

1. SUMMARY Summaries are made up of disclosure requirements known as Elements. These Elements are numbered in Sections A E (A.1 E.7) below. This summary contains all the Elements required to be included in a summary for this type of securities and the Company. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and Company, it is possible that no relevant information can be given regarding the relevant Element. In this case a short description of the Element is included in the summary with the mention of "not applicable". Element A Introduction and Warnings A.1 Warning... This summary should be read as an introduction to the Prospectus. Any decision to invest in the securities should be based on consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities. Element B Company B.1 Legal and Commercial Name... Det norske oljeselskap ASA. B.2 Domicile and Legal Form, Legislation and Country of Incorporation... The Company was incorporated under Norwegian law on 2 May 2006, as a public limited liability company under the Norwegian Private Limited Liability Companies Act. B.3 Current Operations, Principal Activities and Markets... The Company is an oil and gas company with exploration and production activities on the Norwegian Continental Shelf. Prior to completion of the Transaction, the Company is primarily an offshore exploration and development company with a total of 77 licenses (27 as operator) as per 31 March 2014. B.4 Significant Recent Trends... Energy Overview The Company has steadily developed a competent and experienced organisation that has been scaled up over the last years, mainly due to the Ivar Aasen development project where the Company is operator. The Company s Senior Management comprises of highly experienced people with extensive experience from the oil and gas industry. Previous management employment includes well-known companies like Statoil, Aker, Saga, Hydro and ConocoPhillips. The organisation is based in three office locations, namely Trondheim, Oslo and Harstad. In total, the Company has a working interest in eight fields containing oil and gas reserves. Out of these, four are classified as in production and four are classified as approved for development. The Company s total net proven reserves (P90/1P) as of 31 December 2013 is estimated at 48.5 million barrels of oil equivalents. Total net proven plus probable reserves (P50/2P) are estimated at 65.8 million barrels of oil equivalents. The Company has acquired its current resource base through exploration, and aims to continue to explore on the Norwegian Continental Shelf in the future. The dynamics of energy markets are determined more and more by the emerging economies. The International Energy Agency s World Energy Outlook 2013 report, global energy demand will increase by one-third from 2011 to 2035 in the New Policies Scenario. The report further 4

predicts that emerging economies will account for more than 90% of global net energy demand growth. While Asian energy demand growth is led by China this decade, it shifts towards India and, to a less extent, Southeast Asia after 2025. The Middle East emerges as a major energy consumer, with its gas demand growing by more than the entire Economic Co-operation and Development. The Middle East is the second-largest gas consumer by 2020 and third-largest oil consumer by 2030, redefining its role in global energy markets. Non-OPEC supply plays the major role in meeting net oil demand growth this decade, but OPEC plays a far greater role after 2020. The United States is the world s largest oil producer from 2015 to early 2030s; light tight oil and efficiency policies are expected to rapidly reduce its reliance on imports. Brazil becomes a major oil exporter, delivering one-third of global supply growth to 2035. China is about to become the largest oil importer and becomes the largest oil consumer around 2030. The European Union stays the largest gas importer, but demand returns to 2010 levels only as 2035 approaches. Energy Demand Fossil fuels remain the dominant sources of primary energy worldwide in BP s Energy Outlook, accounting for 81% of the overall energy consumption in 2035, a decrease from approximately 86% in 2012. According to IEA, oil is expected to be the slowest growing fuel over the outlook period (13% growth), while renewables is has the most rapidly growth (77%). Energy Supply According to BP s Energy Outlook, world primary energy production grows at 1.5% p.a. from 2012 to 2035, matching consumption growth. Growth is concentrated in the non-oecd, which accounts for almost 80% of the volume increment. There is growth in all regions except Europe. Asia Pacific shows both the fastest rate of growth (2.1% p.a.) and the largest increment, providing 47% of the increase in global energy production. The Middle East and North America are the next largest sources of growth, and North America remains the second largest regional producer. There is expansion across all types of energy, with new energy forms playing an increasingly significant role. Renewables, shale gas, tight oil and other new fuels sources will in aggregate grow at 6.2% p.a. and contribute 43% of the increment in energy production to 2035. The new growth of new energy forms is enabled by the development of technology and underpinned by largescale investments. BP s Outlook assumes that the right competitive and policy conditions are in place to support that investment and technical progress. The Oil Price As of June 4, 2014 the oil price was USD 108.4 per barrel (Brent Crude Oil), approximately 13% above the average price of USD 95.9 per barrel over the last five years and 33% above the average price of 81.6 the last ten years. All-time high came back in July 2008 with a price of USD 146.1 per barrel. Strong demand for energy combined with limited supply, OPEC s successful oil market strategy plus supply disruption in key regions like Russia, the Middle East and West Africa, and the risk of gas crisis in North America were the main reasons behind the recordhigh prices in 2008. For the time being, key drivers in the market are growth in US shale oil production, lower Libyan production than expected and differing views on future Chinese oil demand. E&P Spending According to DNB Markets Equity Research s E&P spending analysis in the Deepwater development on HOLD report from March 2014, offshore E&P spending has increased by 18% compound annual growth 5

rate (CAGR) in the period from 2010 to 2013. This led to increased capacity utilisation in most oil services segments from seismic services, drilling, supply vessel services, subsea services and demand for deepwater equipment and services. In many segments, like for drilling rigs, the market has experienced record high day rates and utilisation levels, resulting in increased upgrading and newbuilding activity. In the report, DNB Markets estimates a 4% growth in global E&P spending for 2014 and a moderate 1% growth for offshore E&P spending. Production on the Norwegian Continental Shelf As of year-end 2013, the Norwegian Petroleum Directorate estimates in its annual resource accounts, that the total recoverable resources on the Norwegian Continental Shelf are approximately 89.1 billion boe. Out of this, approximately 38.9 billion boe is produced. The oil production from existing fields on the Norwegian Continental Shelf has peaked and is declining. Oil production in 2013 was 84.9 million Sm3 (1.5 million bbls per day), compared with 89.2 million Sm3 (1.5 billion bbls per day) in the previous year. 78 fields contributed to the total oil production in 2013, in addition to test production from one discovery. Continued investments in the drilling of new development wells and other measures to improve recovery are important for the oil production on the Norwegian Continental Shelf. In 2013, 108.7 billion Sm3 gas was sold. This represents a reduction of 5.8 billion Sm3 compared with 2012 (five per cent). The NPD expects gas output from existing fields to increase somewhat during the next five years. In 2013, 17.7 million Sm3 (0.3 million boepd) NGL and 4.0 million Sm3 (0.1 million boepd) condensate was produced on the Norwegian Continental Shelf. In order to increase the production and tap the resource potential on the Norwegian Continental Shelf, the oil industry has to increase its exploration efforts. The number of wildcats (oil wells in an unexplored area) and appraisal wells being drilled on the Norwegian Continental Shelf were historically low until 2005, but started to increase thereafter, due to the Norwegian government s ambition to increase drilling on the Norwegian Continental Shelf. The number of spudded exploration wells reached a record high of 65 wells in 2009. In 2013, 45 wildcats and 14 appraisal wells were commenced. NPD forecasts 52 exploration wells in 2014. B.5 Description of the Company... The Company is a public limited liability company owning all of the outstanding shares in Sandvika Fjellstue AS, which is the Company s only subsidiary. B.6 Interests in the Company and Voting Rights... Shareholders owning 5% or more of the Shares have an interest in the Company's share capital which is notifiable pursuant to the Norwegian Securities Trading Act. Each of the Company s Shares one vote. As recorded in the shareholders register of the Company with the VPS 8 July 2014 (the latest practical date prior to the date of this Prospectus), and in so far as is known to the Issuer, the following persons are, directly or indirectly, interested in 5% or more of the share capital of the Company (which constitute a notifiable holding under the Norwegian Securities Trading Act): Number of Shares % Holding Aker Capital AS... 70,339,610 49.99% Folketrygdfondet... 8,195,409 5.82% 6

B.7 Selected Historical Key Financial Information... The following selected unaudited financial information included in the tables below has been extracted or derived from the Company s unaudited financial statements for the first three months ended 31 March 2014 (restated) and 2013, and from the Company's audited financial statements for the years ended 31 December 2013, 2012 and 2011 (together the Historical Financial Information). The Company's annual financial statements have been prepared in accordance with IFRS, as adopted by the EU (IFRS). The selected financial information set out below is a summary only. The table below sets out a summary of the Company's unaudited income statement information for the first three months ended 31 March 2014 (restated) and 2013, and the Company's audited income statement information for the years ended 31 December 2013, 2012 and 2011. NOK thousands Three Months Ended 31 March Year Ended 31 December 2014 2013 2013 2012 2011 Results (unaudited) (unaudited) Petroleum revenues... 155,101 78,709 933,162 325,093 361,774 Other operating revenues... 3,241 1,630 10,719 7,351 75,768 Total operating revenues... 158,342 80,339 943,881 332,444 437,542 Exploration expenses... 109,582 233,738 1,637,063 1,609,314 1,012,191 Production costs... 42,949 41,512 249,619 210,962 181,888 Payroll and payroll-related expenses... 4,559 1,527 38,025 11,000 31,732 Depreciations... 88,863 34,997 470,529 111,687 78,518 Impairments... 167,373 666,135 2,149,653 150,990 Other operating expenses... 13,305 19,208 109,886 82,799 60,721 Total operating expenses... 426,631 330,983 3,171,256 4,175,415 1,516,040 Operating profit/loss... (268,289) (250,644) (2,227,375) (3,842,971) (1,078,498) Interest income... 12,145 7,202 40,750 54,997 69,900 Other financial income... 34,663 20,602 80,567 68,399 26,825 Interest expenses... 86,753 12,748 301,834 128,250 305,969 Other financial expenses... 20,530 47,153 137,435 101,050 23,111 Net financial items... (60,475) (32,097) (317,952) (105,904) (232,355) Profit/loss before taxes... (328,764) (282,741) (2,545,327) (3,948,875) (1,310,853) Taxes (+)/tax income... (312,981) (262,415) (1,996,727) (2,991,624) (940,594) Net profit/loss... (15,783) (20,326) (548,600) (957,251) (370,259) Weighted average no. of shares outstanding... 140,707,363 140,707,363 140,707,363 128,649,729 115,058,944 Weighted average no. of shares fully diluted... 140,707,363 140,707,363 140,707,363 128,649,729 115,058,944 Profit/loss after taxes per share (adjusted for split)... (0.11) (0.14) (3.90) (7.44) (3.22) Profit/loss after taxes per share (adjusted for split) fully diluted... (0.11) (0.14) (3.90) (7.44) (3.22) Statement of comprehensive income Profit/loss for the period... (15,783) (20,326) (548,600) (957.251) (370,259) Items that will not be reclassified over profit and loss Actual gain/loss pension plan... 4,064 (6,834) Tax related to items which will not be reclassified... (3,170) 5,331 Total loss... (15,783) (20,326) (547,706) (958,756) (370,259) Attributable to: Majority interests... (547,706) (958,755) (370,259) Total... (15,783) (20,326) (547,706) (958,755) (370,259) 7

The table below sets out a summary of the Company's unaudited statement of financial position as of 31 March 2014 (restated) and 2013, and the Company's audited balance sheet information as of 31 December 2013, 2012 and 2011. NOK thousands As of 31 March As of 31 December 2014 2013 2013 2012 2011 Assets (unaudited) (unaudited) Intangible assets Goodwill... 321,120 387,551 321,120 387,551 525,870 Capitalised exploration expenditures... 1,555,348 2,247,718 2,056,100 2,175,492 2,387,360 Other intangible assets... 643,050 660,581 646,299 665,542 905,726 Deferred tax asset... 795,400 630,423 Tangible fixed assets Property, plant and equipment... 3,536,285 2,486,607 2,657,566 1,993,269 902,071 Financial assets Long-term receivables... 286,082 328,379 125,432 31,995 Other non-current assets... 282,472 200,559 285,399 193,934 18,423 Non-current assets... 7,419,757 6,311,395 6,722,340 5,447,783 4,739,450 Inventories Inventories... 39,549 21,059 40,880 21,209 37,039 Receivables Accounts receivable... 128,239 86,452 134,221 101,839 146,188 Other short-term receivables... 617,286 337,720 499,419 342,566 532,538 Short term deposits... 24,375 23,625 24,075 23,138 21,750 Calculated tax receivables... 1,416,550 1,278,297 1,411,251 1,273,737 1,397,420 Cash and cash equivalents Cash and cash equivalents... 821,069 735,706 1,709,166 1,154,182 841,599 Total current assets... 3,047,067 2,482,859 3,819,012 2,916,671 2,976,534 Total assets... 10,466,824 8,794,255 10,541,352 8,364,453 7,715,984 Equity and liabilities Paid-in-capital Share capital... 140,707 140,707 140,707 140,707 127,916 Share premium... 3,089,542 3,089,542 3,089,542 3,089,542 2,083,271 Total paid-in equity... 3,230,249 3,230,249 3,230,249 3,230,249 2,211,187 Other equity... (57,563) 485,600 (41,780) 505,926 1,465,364 Total equity... 3,172,687 3,715,849 3,188,470 3,736,175 3,676,551 Provision for liabilities Pension obligations... 36,375 54,625 66,512 65,258 46,944 Deferred taxes... 125,113 126,604 2,042,051 Abandonment provision... 829,720 867,895 828,529 798,057 285,201 Provisions for other liabilities... 696 325 780 647 1,643 Non-current liabilities Bonds... 2,475,559 589,939 2,473,582 589,078 587,011 Other interest-bearing debt... 2,150,288 1,453,053 2,036,907 1,299,733 Derivatives... 48,228 48,693 49,453 45,971 Current liabilities Short-term loan... 680,794 969,819 478,050 567,075 379,550 Trade creditors... 218,370 230,398 452,435 258,596 274,308 Accrued public charges and indirect taxes... 24,457 18,881 23,579 24,536 18,568 Abandonment provision... 156,397 147,375 Other current liabilities... 673,254 719,684 795,680 852,722 404,156 Total liabilities and provision for liabilities... 7,294,137 5,078,505 7,352,882 4,628,277 4,039,432 Total equity and liabilities... 10,466,824 8,794,255 10,541,352 8,364,453 7,715,984 8

The table below sets out a summary of the Company's unaudited cash flow information for the first three months ended 31 March 2014 (restated) and 2013, and the Company's audited cash flow information for the years ended 31 December 2013, 2012 and 2011. NOK thousands Three Months Ended 31 March Year Ended 31 December 2014 2013 2013 2012 2011 Cash flow from operating activities (unaudited) (unaudited) Profit/loss before taxes... (328,764) (282,741) (2,545,327) (3,948,875) (1,310,854) Taxes paid during the period... (26,585) (5,489) Taxes refund during the period... 1,318,430 1,443,140 2,323,865 Depreciation... 88,863 34,997 470,529 111,687 78,518 Net impairment losses... 167,373 666,135 2,149,653 150,990 Accretion expenses... 12,920 9,924 42,765 17,519 17,009 Reversal of tax item related to shortfall value of purchase price allocation... (57,000) (67,823) Profit/losses on sale of licenses... 734 13,461 Changes in derivatives... (2,383) 2,708 3,174 44,847 6,033 Amortisation of interest expenses and arrangement fee... 10,064 9,291 88,458 39,576 59,438 Expensed capitalised dry wells... 73,601 163,563 1,150,541 1,116,403 534,640 Changes in inventories, accounts payable and receivables... (226,752) (12,661) 141,786 44,467 (57,935) Changes in net current capital and in other current balance sheet items... (283,796) (191,924) (394,934) 444,144 (275,741) Net cash flow from operating activities... (488,876) (266,843) 915,707 1,419,022 1,452,651 Cash flow from investing activities Payment for removal and decommissioning of oil fields... (2,706) (2,056) (36,739) (678) (35) Disbursements on investments in fixed assets... (589,611) (461,186) (1,495,709) (2,874,627) (388,160) Disbursements on investments in capitalised exploration and other intangible assets... (114,942) (236,007) (1,358,941) (1,114,277) (1,440,812) Sale/farm-out of tangible fixed assets and licenses... 86,472 414,336 110,574 Net cash flow from investing activities... (707,260) (699,249) (2,804,917) (3,575,246) (1,718,433) Cash flow from financing activities Private placement... 900,844 609,452 Repayment of short-term debt... (1,500,000) (2,000,000) (2,539,850) Repayment of long-term debt... (290,927) (2,185,102) (600,000) Proceeds from the issuance of long-term debt... 398,966 147,616 4,729,297 1,967,968 Proceeds from the issuance of short-term debt... 200,000 400,000 1,400,000 2,200,000 2,248,448 Net cash flow from financing activities... 308,039 547,616 2,444,195 2,468,812 318,050 Net change in cash and cash equivalents... (888,097) (418,476) 554,984 312,583 52,269 Cash and cash equivalents at start of the period.... 1,709,166 1,154,182 1,154,182 841,599 789,330 Cash and cash equivalents at end of the period... 821,069 735,706 1,709,166 1,154,182 841,599 Breakdown of cash equivalents at end of period Bank deposits etc.... 810,723 725,109 1,693,319 1,140,750 828,772 Restricted bank deposits... 10,346 10,597 15,847 13,432 12,827 Cash and cash equivalents at end of the period... 821,069 735,706 1,709,166 1,154,182 841,599 9

B.8 Selected Key Pro Forma Financial Information... The following tables set out Unaudited Pro Forma Financial Information for the Company as of and for the three months ended 31 March 2014 and the year ended 31 December 2013 and is prepared under the assumption that the Transaction will close as described in this Prospectus. The Unaudited Pro Forma Financial Information in this Prospectus has been prepared solely to show how the Transaction would have impacted on the income statement for the Company for the three months ended 31 March 2014 and the year ended 31 December 2013 had the Transaction occurred on 1 January 2014 and 1 January 2013 respectively, and the statement of financial position as of 31 March 2014 had the Transaction occurred at 31 March 2014. The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only and, because of its nature, addresses a hypothetical situation and, therefore, does not purport to present the results of operations of the Company as if the Transaction had occurred at the commencement of the period being presented, or the financial condition of the Company as at the date being presented, nor should it be used as the basis of projections of the results of operations for the Company for any future period or the financial condition of the Company for any day in the future. The table below sets out the Company's unaudited pro forma consolidated condensed income statement for the year ended 31 December 2013, as if the Transaction had taken place at 1 January 2013. NOK thousands Det nor (IFRS) (audited) Marathon (NGAAP) (audited) Year Ended 31 December 2013 IFRS adjustments (unaudited) Pro forma adjustments (unaudited) Notes to IFRS and pro forma adjustments (unaudited) Pro forma ending 31 December 2013 (unaudited) Operating revenues and expenses Petroleum revenues... 933,162 18,670,117 (34,339) 1 19,568,940 Other operating revenues... 10,719 2,594 13,313 Total operating revenues... 943,881 18,672,711 (34,339) 19,582,253 Exploration expenses... 1,637,063 536,526 2,173,589 Production costs... 249,619 1,477,439 (8,983) 1 1,718,075 Pay roll and pay roll-related expenses... 38,025 38,025 Depreciation... 470,529 1,485,126 (559,349) 1,586,354 3, 4, 5 2,982,660 Impairments... 666,135 18,090 684,225 Provision for 371,985 (390,309) 4 (18,325) decommissioning... Other operating expenses... 109,886 53,389 52,408 6 215,684 Total operating expenses... 3,171,256 3,942,554 (958,641) 1,638,762 7,793,932 Operating profit/(loss)... (2,227,376) 14,730,156 924,302 (1,638,762) 11,788,320 Financial income and expenses Interest income... 40,750 12,545 53,295 Other financial income... 80,567 198,245 278,812 Change in fair value of 111,324 111,324 financial derivatives Interest expenses... 301,834 106,520 363,700 6 772,054 Impairment of investments in subsidiaries 1,018,611 8 1,018,611 10

NOK thousands Det nor (IFRS) (audited) Marathon (NGAAP) (audited) Year Ended 31 December 2013 IFRS adjustments (unaudited) Pro forma adjustments (unaudited) Notes to IFRS and pro forma adjustments (unaudited) Pro forma ending 31 December 2013 (unaudited) Other financial expenses... 137,435 99,878 52,344 4 289,656 Net financial items... (317,952) (1,025,666) (99,878) (416,044) (1,859,539) Profit/(loss) before taxes... (2,545,327) 13,704,491 824,424 (2,054,805) 9,928,781 Taxes (+)/tax income (-)... (1,996,727) 11,257,690 657,521 (1,298,364) 7 8,620,120 Net income... (548,600) 2,446,801 166,903 (756,441) 1,308,661 Source: Det norske and Marathon Norway Classification of the Marathon accounts is done by Det norske based on input from Marathon The notes to the unaudited pro forma financial information are an integral part of the unaudited pro forma income statement information. The table below sets out the Company's unaudited pro forma income statement for the quarter ended 31 March 2014, as if the Transaction had taken place at 1 January 2014. NOK thousands Det nor (IFRS) (unaudited) Marathon (NGAAP) (unaudited) Three months Ended 31 March 2014 IFRS adjustments (unaudited) Pro forma adjustments (unaudited) Notes to IFRS and pro forma adjustments (unaudited) Pro forma ending 31 March 2014 (unaudited) Operating revenues and expenses Petroleum revenues... 155,101 4,129,657 (74,593) 1 4,210,165 Other operating revenues... 3,241 527 3,768 Total operating revenues... 158,342 4,130,184 (74,593) 4,213,932 Exploration expenses... 109,582 15,383 124,965 Production costs... 42,949 532,639 (10,230) 1 565,358 Pay roll and pay roll-related expenses... 4,559 4,559 Depreciation... 88,863 243,115 (70,314) 471,229 3, 4, 5 732,893 Provision for 83,837 (83,837) 4 decommissioning... Impairment losses 167,373 167,737 Other operating expenses... 13,305 17,842 52,408 6 83,555 Total operating expenses... 426,631 892,816 (164,381) 523,637 1,678,703 Operating profit/(loss)... (268,290) 3,237,368 89,787 (523,637) 2,535,228 Financial income and expenses Interest income... 12,145 2,909 15,054 Other financial income... 34,663 63,201 97,864 Interest expenses... 86,753 27,597 245,685 6 360,035 Impairment of investments in 62,374 8 62,374 subsidiaries Other financial expenses... 20,530 66,882 25,945 14,948 4 128,306 Net financial items... (60,475) (90,743) (25,945) (260,633) (437,797) Profit/(loss) before taxes... (328,765) 3,146,625 63,842 (784,271) 2,097,431 Taxes (+)/tax income (-)... (312,981) 2,419,031 91,254 (445,553) 7 1,751,750 Net income... (15,784) 727,594 (27,412) (338,717) 345,681 11

Source: Det norske and Marathon Norway Classification of the Marathon accounts is done by Det norske based on input from Marathon The notes to the unaudited pro forma financial information are an integral part of the unaudited pro forma income statement information. The table below sets out the Company's unaudited pro forma Statement of financial position as of 31 March 2014, as if the Transaction had taken place at 31 March 2014. NOK thousands Det nor (IFRS) (unaudited) Marathon (NGAAP) (unaudited) IFRS adjustments (unaudited) As of 31 March 2014 Pro forma adjustments (unaudited) Notes to IFRS and pro forma adjustments (unaudited) Pro forma as of 31 March 2014 (unaudited) ASSETS Intangible assets Goodwill... 321,120 9,978,247 5 10,299,367 Capitalised exploration expenditures... 1,555,348 250,741 1,806,089 Other intangible assets... 643,050 6,531,090 5 7,174,140 Deferred tax assets... 795,400 587,829 (587,829) 7 795,400 Total intangible assets... 3,314,918 838,570 (587,829) 16,509,337 20,074,996 Tangible fixed assets Property, plant and equipment... 3,536,285 5,063,670 229,431 936,378 4, 5 9,765,764 Total tangible fixed assets... 3,536,285 5,063,670 229,431 936,378 9,765,764 Financial assets Long term receivables... 138,078 138,078 Calculated tax receivables... 148,004 148,004 Other non-current assets... 282,472 282,472 Investments in subsidiaries... 4,789,680 (4,789,680) 8 Total financial fixed assets... 568,554 4,789,680 (4,789,680) 568,554 Total non-current assets... 7,419,757 10,691,920 (5,148,078) 17,445,715 30,409,314 Inventories Inventories... 39,549 112,652 152,201 Total inventories... 39,549 112,652 152,201 Receivables Account receivables... 128,239 119,328 5,323,673 9 5,571,240 Account receivables group companies... 5,323,673 (5,323,673) 9 Financial derivatives... 61,096 61,096 Other short-term receivables... 617,286 362,362 186,614 1 1,166,262 Short-term deposits... 24,375 24,375 Calculated tax receivables... 1,416,550 1,416,550 Total current receivables... 2,186,450 5,866,459 186,614 8,239,523 Cash and cash equivalents... 821,069 647,738 1,468,807 Total current assets... 3,047,067 6,626,850 186,614 9,860,531 Assets classified as held for sale... 4,789,680 (4,789,680) 8, 9 TOTAL ASSETS... 10,466,824 17,318,770 (171,784) 12,656,035 40,269,845 EQUITY AND LIABILITIES Paid in capital Share capital... 140,707 6,757 42,881 6 190,345 Share premium... 3,089,542 264,631 2,933,564 6 6,287,737 Total paid-in equity... 3,230,249 271,387 2,976,445 6,478,082 12

Retained earnings Other equity... (57,563) 727,594 (166,067) (974,477) 6 (470,513) Total retained earnings... (57,563) 727,594 (166,067) (974,477) (470,513) Total equity... 3,172,687 998,981 (166,067) 2,001,969 6,007,569 Provisions for liabilities Pension obligations... 36,375 50,937 51,481 2 138,793 Deferred taxes... 401,905 5,061,275 5, 7 5,463,180 Abandonment provision... 829,720 2,114,183 (542,882) 936,378 4, 5 3,337,339 Provisions for other liabilities... 696 696 Total provisions... 866,791 2,165,120 (89,497) 5,997,653 8,940,068 Non-current liabilities Bonds... 2,475,559 (593,240) 6 1,882,319 Other interest-bearing debt... 2,150,288 12,118,619 6, 9 14,268,907 Long-term debt group companies... 3,374,135 (3,374,135) 9 Derivatives... 48,228 13,430 61,658 Total non-current liabilities... 4,674,075 3,387,565 8,151,244 16,212,884 Current liabilities Short-term loan... 680,794 (680,794) 6 Trade creditors... 218,370 351,546 60,884 9 630,800 Accounts receivable group companies... 60,884 (60,884) 9 Accrued public charges and indirect taxes... 24,457 108,540 132,997 Abandonment provisions... 156,397 77,964 234,361 Other current liabilities... 673,254 492,748 83,780 84,675 1, 6 1,334,457 Dividend... 2,890,000 (2,890,000) 9 Taxes payable... 6,785,421 (8,712) 6, 7 6,776,709 Total current liabilities... 1,753,272 10,767,104 83,780 (3,494,831) 9,109,325 Total liabilities... 7,294,137 16,319,789 (5,717) 10,654,067 34,262,277 TOTAL LIABILITY AND EQUITY... 10,466,824 17,318,770 (171,784) 12,656,035 40,269,845 Source: Det norske and Marathon Norway Classification of the Marathon accounts is made by the Company based on input from Marathon. The notes to the unaudited pro forma financial information are an integral part of the unaudited pro forma statement of financial position information. B.9 Profit Forecast or Estimate... Not applicable. No profit forecast or estimate is included in this Prospectus. B.10 Audit Report Qualification... Not applicable. B.11 Working Capital... Not applicable. The Company has sufficient working capital for its present requirements. Element C Securities C.1 Type and Class of Securities Being Offered and Admitted to Trading and Identification Number... The Company has one class of shares in issue, and all shares in that class have equal rights in the Company. The Shares have been issued under the Norwegian Public Limited Liability Companies Act, and are registered with the VPS under ISIN NO 0010345853. C.2 Currency of Issue... The Offer Shares will be issued in NOK, and will be quoted and traded in NOK on the Oslo Stock Exchange. C.3 Number and Shares in Issue and Par Value... As of the date of this Prospectus, the Company's share capital is NOK 140,707,363, consisting of 140,707,363 Shares with a par value of NOK 1 each. 13

C.4 Rights Attaching to the Securities... All Shares provides equal rights in the Company in accordance with the Public Limited Liability Companies Act and the Articles of Association of the Company. The holders of the Shares have certain preferential rights to subscribe for new Shares issued by the Company, which may be waived by a resolution supported by at least two-third of the attending Shares at the general meeting. The holders of the Shares have no preemptive rights in connection with transfer of Shares. C.5 Restrictions on Transfer... The Articles of Association do not provide for any restrictions, or a right of first refusal, on transfer of Shares. Share transfers are not subject to approval by the Board of Directors. C.6 Admission to Trading... Trading in the Offer Shares on the Oslo Stock Exchange is expected to commence under the trading symbol "DETNOR" on or about 6 August 2014 C.7 Dividend Policy... As future developments of the Company will require substantial investments, and that the Company plans to carry out an active exploration programme during the next few years, dividends to shareholders will not be given priority in the short term. In the current period, the Company s priority is rather to create value for shareholders by identifying the license portfolio s underlying values, and by maturing existing discoveries and development projects towards production. Element D Risks The Company has not distributed any dividend since its incorporation in 2006. D.1 Key Risks Specific to the Company or its Industry... Risks Relating to the Oil and Gas Industry The Company s business, results of operations, cash flow and financial condition depend significantly on the level of oil and gas prices and market expectations of these, and may be materially adversely affected by volatile oil and gas prices. The Company is affected by the general global economic and financial market situation. The Company is dependent on finding, acquiring, developing and producing oil and gas reserves that are economically recoverable. Exploration and production operations involve numerous operational risks and hazards which may result in material losses or additional expenditures. The market in which the Company operates is highly competitive. The Company s business and financial condition could be materially adversely affected if the Norwegian tax regulations for the petroleum industry were amended. Risks relating to the Business of the Company The Company s business is concentrated in a few fields. There are material risks related to determination and redetermination of unitised petroleum deposits. The Company is subject to risks and uncertainties relating to the electrification of the Utsira High. The Company s development projects are associated with material 14

risks relating to delays and costs. The Company is exposed to risks relating to unionised labour and general labour interruptions. The Company is subject to material third party risk in terms of operators and partners. The Company is exposed to material losses on its operated assets. The Company is subject to material risks relating to capacity constraints and cost inflation in the service sector. The Company s future growth and performance depend on a number of factors, which outcome cannot be guaranteed. The Company may not have access to necessary infrastructure for the transportation of oil and gas. The Company faces material risks related to decommissioning activities and related costs. The Company is exposed to political, regulatory and unrest risks. The Company is vulnerable to adverse market perception. The Company may be subject to amterial liability under environmental laws and regulations. The Company s insurance may not provide sufficient funds to protect the Company from liabilities that could result from its operations. Availability of drilling equipment and other required equipment and access restrictions may materially affect the Company s operations. The Company s oil and gas production could vary significantly from reported reserves and resources. Accounting policies may result in non-cash charges and write downs considered unfavourably by the market. The Company may not be successful in attracting and retaining sufficient skilled employees. The Company faces the risk of litigation or other proceedings in relation to its business. The Company may experience conflicts of interest. Financial Risks The Company may require additional capital in the future, which may not be available on favourable terms, or at all. The Company is exposed to interest rate and liquidity risk associated with its borrowing portfolio and fluctuations in underlying interest rates. The Company is subject to risks relating to pension schemes. 15

Changes in foreign exchange rates may affect the Company s results of operations and financial position. The Company is exposed to risk of counterparties being unable to fulfil their financial obligations. D.2 Key Risks Specific to the Transaction... Risks Relating to the Transaction There are several risks relating to the implementation of the Transaction. The Company may not be able to successfully integrate Marathon Norway s business. The Company will encounter separation challenges as a consequence of the Transaction. The Company may not be able to transfer the contracts currently held by Marathon Norway or transfer these on the same terms. The Company is subject to potential loss of key Marathon employees as a result of the Transaction. The unaudited pro forma financial information is not necessarily indicative of the Company s future results. The Company may fail to successfully implement synergies from consolidated tax positions. The Company may discover contingent or other liabilities within Marathon Norway. Risks Relating to Marathon Norway s Business in Particular Unexpected shutdowns may occur at the Alvheim FPSO. The Company is exposed to risks relating to capacity booking for transport of gas. D.2 Key Risks Specific to the Securities... Risks Relating to the Shares The market value of the Shares may fluctuate significantly and may not reflect the underlying asset value of the Company. The Company has not paid dividends in the past and the Company may not become in a position to pay dividends in the future. The ability to bring an action against the Company may be limited under Norwegian law. Any future share issues and sales of Shares by major shareholders may have a material adverse effect on the market price of the Shares. Issuances of Shares may have a dilutive effect on the ownership interests of the shareholders of the Company at that time. U.S. holders of Shares that are not qualified institutional buyers will not be able to exercise the Subscription Rights. It may be difficult for investors based in the United States to enforce civil liabilities predicated on U.S. securities laws against the Company or the Company s directors and executive officers. 16

Holders of Shares that are registered in a nominee account may not be able to exercise voting rights as readily as other Shareholders. Following completion of the Rights Issue, substantial share ownership will remain concentrated in the hands of one Shareholder. The interests of such Shareholders wil not necessarily be aligned with the other shareholders and future sales of Shares by such Shareholder could have a material adverse effect on the market price of the Shares. The Subscription Price is not an indication that the Offer Shares can be sold for an amount equal to the Subscription Price. Risks Relating to the Rights Issue Existing Shareholders who do not participate in the Rights Issue may experience significant dilution in their shareholding. An active trading market in Subscription Rights may not develop on the Oslo Stock Exchange and/or the market value of the Subscription Rights may fluctuate. The sale of Subscription Rights by or on behalf of Existing Shareholders may result in a reduction in the market price of the Subscription Rights and the Shares and increased volatility in the Shares. If the Rights Issue is not completed, the Subscription Rights will no longer be of value. The Rights Issue is not conditional upon completion of the Transaction. Shareholders outside of Norway are subject to exchange rate risk. Element E Offer E.1 Net Proceeds and Estimated Expenses... The net proceeds of the Rights Issue are expected to be approximately between NOK 2,960 and NOK 2,975 after deduction of costs and expenses to be borne by the Company, currently estimated to be in the range of NOK 25 to NOK 40 million. Estimated expenses comprise of fees to the Joint Bookrunners, legal and other advisors, auditors, accountants and providers of transaction advisory services and other direct expenses (such as printing, distribution etc.) and fees to the Oslo Stock Exchange and the Norwegian FSA. E.2a Reasons for the Rights Issue and Use of Proceeds... The Company intends to apply the net proceeds from the Rights Issue to finance the Transaction and as part of an overall refinancing of the Company and financing of the planned developments at the Ivar Aasen and Johan Sverdrup fields. E.3 Terms and Conditions for the Rights Issue... The Rights Issue comprises 61,911,239 Offer Shares, each with a par value of NOK 1.00, offered by the Company at a Subscription Price of NOK 48.50 per Offer Share, thereby raising gross proceeds of NOK 3,002.7 million. Existing Shareholders will be granted tradable Subscription Rights that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares in the Rights Issue at the Subscription Price. Oversubscription and subscription without Subscription Rights will be permitted; however, there can be no 17

assurance that Offer Shares will be allocated for such subscriptions. The completion of the Rights Issue is subject to the condition that, Aker Capital AS validly subscribes its pro rata share of the Rights Issue, and that unless the Rights Issue is fully subscribed, the Underwriting Agreement remains in full force and effect. The Subscription Price in the Rights Issue is NOK 48.50 per Offer Share. The Subscription Price represents a discount of approximately 32.6% to the closing price of NOK 72.00 per Share as quoted on the Oslo Stock Exchange on 8 July 2014, and a discount of approximately 25.2% to the theoretical share price exclusive of the Subscription Rights (TERP) based on the Company s closing share price of NOK 72.00 on 8 July 2014. The Subscription Period will commence on 15 July 2014 at 09:00 hours (CET) and end on 29 July 2014 at 16:30 hours (CET). The Subscription Period may not be extended or shortened. The Subscription Rights will be tradable on the Oslo Stock Exchange from 15 July 2014 at 09:00 hours (CET) to 24 July 2014 at 16:30 hours (CET). For the purposes of determining eligibility to Subscription Rights, the Company will look solely to its register of shareholders as of the expiry of the Record Date. Each Existing Shareholder will be granted 11 Subscription Rights for every 25 Shares registered as held by such Existing Shareholder at the expiry of the Record Date. The Subscription Rights, including acquired Subscription Rights, must be used to subscribe for Offer Shares before the end of the Subscription Period (i.e., 29 July 2014 at 16:30 hours (CET)) or sold before 24 July 2014 at 16:30 hours (CET). Subscription Rights that are not sold before 24 July 2014 at 16:30 hours (CET) or exercised before 29 July 2014 at 16:30 hours (CET) will have no value and will lapse without compensation to the holder. E.4 Material and Conflicting Interests... The Joint Bookrunners may in the future provide investment and commercial banking services to the Company in the ordinary course of business, for which they may have received and may continue to receive customary fees and commissions. The Joint Bookrunners may currently own Shares in the Company. Beyond the abovementioned, the Issuer is not aware of any interest of natural and legal persons involved in the Rights Issue. E.5 Estimated Expenses Charged to Investors... Not applicable. The expenses related to the Rights Issue will be paid by the Company. 18

2. RISK FACTORS An investment in the Shares involves inherent risks. An investor should consider carefully all 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 risks associated with this type of investment and who can afford a loss of the entire investment. If any of the risks described below materialise, individually or together with other circumstances, they may have a material adverse effect on the Company s, or, subject to closing of the Transaction, the Company s and Marathon Oil Norge AS ( Marathon Norway ) business, financial condition, results of operations and cash flow, which may affect the ability of the Company to pay dividends and 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. The information in this Section is as of the date of this Prospectus. 2.1 Risks Relating to the Oil and Gas Industry The Company s business, results of operations, cash flow and financial condition depend significantly on the level of oil and gas prices and market expectations of these, and may be adversely affected by volatile oil and gas prices. The Company s future revenues, cash flow, profitability and rate of growth depend substantially on prevailing international and local prices of oil and gas. Because oil and gas is globally traded, the Company is unable to control the prices it receives for the oil and gas it produces. Both oil and gas prices are unstable and are subject to significant fluctuations for many reasons, including, but not limited to: changes in global and regional supply and demand, and expectations regarding future supply and demand for oil and gas, even relatively minor changes; geopolitical uncertainty; availability of pipelines, tankers and other transportation and processing facilities; proximity to, and the capacity and cost of, transportation; petroleum refining capacity; price, availability and government subsidies of alternative fuels; price and availability of new technologies; the ability of the members of the Organisation of the Petroleum Exporting Countries (OPEC) and other oilproducing nations to set and maintain specified levels of production and prices; political, economic and military developments in producing regions, particularly the Middle East, Russia, Africa and Central and South America, and domestic and foreign governmental regulations and actions, including import and export restrictions, taxes, repatriations and nationalisations; global and regional economic conditions; trading activities by market participants and others either seeking to secure access to oil and gas or to hedge against commercial risks, or as part of investment portfolio activity; weather conditions and natural disasters; and terrorism or the threat of terrorism, war or threat of war, which may affect supply, transportation or demand for hydrocarbons and refined petroleum products. It is impossible to accurately predict future oil and gas price movements. The Company s profitability is determined in large part by the difference between the income received from the oil and gas that the Company produces and its operational costs, taxation costs relating to extraction (which are assessable irrespective of sales), as well as costs incurred in transporting and selling the oil and gas. Therefore, lower prices for oil and gas may reduce the amount of oil and gas that the Company is able to produce economically or may reduce the economic viability of the production levels 19

of specific wells or of projects planned or in development to the extent that production costs exceed anticipated revenue from such production. The economics of producing from some wells and assets may also result in a reduction in the volumes of the Company s reserves. The Company might also elect not to produce from certain wells at lower prices. All of these factors could result in a material decrease in the Company s net production revenue, causing a reduction in its oil and gas acquisition and development activities. In addition, certain development projects could become unprofitable as a result of a decline in price and could result in the Company having to postpone or cancel a planned project, or if it is not possible to cancel the project, carry out the project with negative economic impact. In addition, a substantial material decline in prices from historical average prices could reduce the Company s ability to refinance its outstanding subordinated notes and may result in a reduced borrowing base under credit facilities available to the Company and possibly require that a portion of the Company s bank debt be repaid. From time to time the Company may enter into agreements to receive fixed prices on its oil and gas production to offset the risk of revenue losses if commodity prices decline, however, if commodity prices increase beyond the levels set in such agreements, the Company will not benefit from such increases and the Company may nevertheless be obligated to pay suppliers and others in the market based on such higher price. Changes in the oil and gas prices may thus adversely affect the Company s business, operating results and financial condition. The Company is affected by the general global economic and financial market situation. The Company may be affected by the general state of the economy and business conditions, including but not limited to, the occurrence of recession and inflation, unstable or adverse credit markets, fluctuations in operating expenses, technical problems, work stoppages or other labour difficulties, property or casualty losses which are not adequately covered by insurance, and changes in governmental regulations, such as increased taxation or introduction of regulations increasing operating costs and capital expenditure which may materially and adversely affect the Company s business, operating results, cash flow and financial conditions. The Company is dependent on finding, acquiring, developing and producing oil and gas reserves that are economically recoverable. Oil and gas exploration and production activities are capital intensive and inherently uncertain in their outcome. Significant expenditure is required to establish the extent of oil and gas reserves through seismic and other surveys and drilling and there can be no certainty that further commercial quantities of oil and gas will be discovered or acquired by the Company. The Company s existing and future oil and gas appraisal and exploration projects may therefore 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. Few prospects that are explored are ultimately developed into producing oil and gas fields. Even if the Company is able to discover or acquire commercial quantities of oil and gas in the future, there can be no assurance that these will be commercially developed. Completion of a well does not guarantee a profit on the investment or recovery of the costs associated with that well. Additionally, the cost of operations and production from successful wells may be materially adversely affected by unusual or unexpected geological formation pressures, oceanographic conditions, hazardous weather conditions, delays in obtaining governmental approvals or consents, shut-ins of connected wells, difficulties arising from environmental or other challenges or other factors. Any inability of the Company to recover its costs and generate profits from its exploration and production activities could have a material adverse effect on the Company s business, results of operations, cash flow, financial condition and prospects. Exploration and production operations involve numerous operational risks and hazards which may result in material losses or additional expenditures. Developing oil and gas resources and reserves into commercial production involves a high degree of risk. The Company s exploration operations are subject to all the risks common in its industry. These hazards and risks include but are not limited to encountering unusual or unexpected rock formations or geological pressures, geological uncertainties, seismic shifts, blowouts, oil spills, uncontrollable flows of oil, natural gas or well fluids, explosions, fires, improper installation or operation of equipment and equipment damage or failure. Given the nature of its offshore operations, the Company s exploration and drilling facilities are also subject to the hazards inherent in marine operations, such as capsizing, sinking, grounding and damage from severe storms or other severe weather conditions. The offshore drilling conducted by the Company involves drilling risks including but not limited to high pressures and mechanical difficulties, which increase the risk of delays in drilling and of operational challenges arising, as well as 20

material costs and liabilities occurring. Such dangers were evidenced by the blowout of the Macondo well in the Gulf of Mexico in 2010. If any of these events were to occur in relation to any of the Company s Licenses, they could amongst other adverse effects result in environmental damage, injury to persons and loss of life and a failure to produce oil or gas in commercial quantities. They could also result in significant delays to drilling programmes, a partial or total shutdown of operations, significant damage the Company s equipment and equipment owned by third parties and personal injury or wrongful death claims being brought against the Company. These events can also put at risk some or all of the Company s licenses and could result in the Company incurring significant civil liability claims (as BP incurred following the Macondo well blowout), significant fines or penalties as well as criminal sanctions potentially being enforced against the Company and/or its officers. The Company may also be required to curtail or cancel any operations on the occurrence of such events. In its capacity as holder and operator of licenses under the Norwegian Petroleum Act, the Company is subject to strict statutory liability in respect of losses or damage suffered as a result of pollution caused by spills or discharges of petroleum from facilities covered by any of its licenses. This means that anyone who suffers damage or loss as a result of pollution caused by any of the license areas can claim compensation from the Company without needing to demonstrate that the damage is due to any fault on the Company s part. Any of the above circumstances could materially and adversely affect the Company s business, prospects, financial condition, cash flow and results of operations. The market in which the Company operate is highly competitive. The oil and gas industry is very competitive. Competition is particularly intense in the acquisition of (prospective) oil and gas licenses. The Company s competitive position depends on its geological, geophysical and engineering expertise, its financial resources, its ability to develop its assets and its ability to select, acquire, and develop proven reserves. The Company competes with a substantial number of other companies with larger technical staffs and greater financial and operational resources. Many such companies not only engage in the acquisition, exploration, development, and production of oil and gas reserves, but also carry on refining operations and market refined products. In addition, the Company competes with major oil and gas companies and other companies within industries supplying energy and fuel in the marketing and sale of oil and gas to transporters, distributors, and end users, including industrial, commercial, and individual consumers. The Company also competes with other oil and gas companies in attempting to secure drilling rigs and other equipment necessary for drilling and completion of wells. Such equipment may be in short supply from time to time. In addition, equipment and other materials necessary to construct production and transmission facilities may be in short supply from time to time. Finally, companies not previously investing in oil and gas may choose to acquire reserves to establish a firm supply or simply as an investment. Such companies will also provide competition for the Company. As a result of this competitive environment, the Company may be unable to acquire attractive, suitable licenses or on terms that it considers acceptable. As a result, the Company s revenues may decline over time, thereby materially and adversely affecting its business, results of operations, financial condition, cash flow and prospects. The Company s business and financial condition could be adversely affected if the Norwegian tax regulations for the petroleum industry were amended. The Company s taxable revenue is subject to a special petroleum tax in Norway which is attractive for companies producing oil and gas. Through its development projects the Company has built up a significant tax loss balance that can be utilised against future production revenues. There is no assurance that future political conditions in Norway will not result in the government adopting different policies for petroleum taxation. In the event there are changes to this tax regime, it could lead to new investments being less attractive and prevent from the Company further growth. Furthermore, the amounts of taxes the Company must pay could also change significantly as a result of new interpretations of the relevant tax laws and regulations or changes to such laws and regulations. In addition, taxing authorities could review and question the Company s tax returns leading to additional taxes and tax penalties which could be material. The financing of the Company is based on the assumption that the Company will be able to claim tax refund for its exploration costs, including all costs related to its drilling units. To the extent this assumption should be proven wrong or if such tax refund rights are limited or repealed, this may have a material adverse effect on the Company s financial position and may constitute an event of default which may trigger mandatory repayment or reduction of the balance under the credit facilities of the Company. 21

Pursuant to the Norwegian Assessment Act, the Norwegian tax authorities may change a tax payer s tax assessment within ten years after the tax year (changes in disfavour of the tax payer cannot be made more than two years after the tax year if the tax payer has provided the tax authorities with correct and complete information). Even though the Company is of the opinion that it has provided the tax authorities with correct and complete information, there can be no assurance that the tax authorities will not change, or at least claim to have the authority to change, the Company s tax assessment from previous tax years. 2.2 Risk relating to the Business of the Company The Company s business is concentrated in a few fields. The Company s production of oil and gas is concentrated in a limited number of offshore fields. If mechanical or technical problems, storms or other events or problems affect the production on one of these offshore fields, it may have direct and significant impact on a substantial portion of the Company's production or if the actual reserves associated with any one of the Company's fields are less than the estimated reserves, the Company's results of operations and financial condition could be materially adversely affected. Further, some of the Company s material Licenses are in a (early) development phase without production, including Johan Sverdrup and Ivar Aasen. The early stages, being the exploration or development period of a license are commonly associated with higher risk, requiring high levels of capital expenditure without a commensurate degree of certainty of a return on that investment. There are risks related to determination and redetermination of unitised petroleum deposits. According to the Norwegian Petroleum Act, unitisation is required if a petroleum deposit extends over several production licenses and these production licenses have a different ownership representation. Consensus must be achieved between the licensees on the most rational coordination of the joint development and ownership distribution of the petroleum deposit, which must be set out in an agreement regulating the joint production, transportation, utilisation and cessation of the petroleum activities related to the license. If such consensus is not reached within reasonable time, the Ministry of Petroleum and Energy (the MPE ) may determine how such joint petroleum activities shall be conducted, including the apportionment of the deposit. As of the date of this Prospectus, the Gina Krog field and Ivar Aasen fields have been unitised while the unitisation of the Johan Sverdrup field is under negotiation. See Section 6.4 Business Overview Key Assets Early Development Projects for further information on the unitisation of the Johan Sverdrup field. No assurance can be given that the outcome of the unitisation negotiations will be resolved fully to Company s satisfaction, or will be resolved within reasonable time and without incurring significant costs or that the Company may not end up with a lower share in the joint deposit than expected. Hence, the Company s on-going unitisation processes may have a material adverse effect on the Company s business, operating result, cash flow and financial condition. Further, a unitisation agreement may include a redetermination clause, stating that the apportionment of the deposit between licenses can be adjusted within certain agreed time periods. Any such redetermination of the Company s interest in any of its licenses may have a negative effect on the Company s interest in the unitised deposit, including the Company s tract participating and paying interest. No assurance can be made that any such redetermination will be satisfactorily resolved, or will be resolved within reasonable time and without incurring significant costs. Any redetermination negatively affecting the Company s interest in a unit may have a material adverse effect on the Company s business, operating result, cash flow and financial condition. The Company is subject to risks and uncertainties relating to the electrification of the Utsira High. There are uncertainties relating to the planned regional (area) electrification of the Utsira High in relation to the Johan Sverdrup, Ivar Aasen and Gina Krog fields. The development of the fields has raised political debate as to the economic, environmental and political aspects of the suggested power from shore solution and the timing and extent thereof. Political or regulatory resolutions may require a joint power supply of all the fields on the Utsira High earlier than expected, which again may result in a substantial gap between the Company s preliminary investment estimate for the electrification process (for Phase 1 development of Johan Sverdrup) and the actual costs relating to the regional Utsira High electrification process. Further, even though the proposed timeline for an area solution for joint power supply from shore entails that such solution shall be implemented in the start-up phase of Johan Sverdrup, no assurance can be given that the projects can be carried out within the planned timeline. There is a risk that an area wide (regional) power from shore solution may cause a delay of the Phase 1 development of Johan Sverdrup. Any delays or cost increases relating to the electrification process, including, but not limited to those relating to commercial, political, environmental aspects or similar, may have a material adverse effect on the Company s business, operating results, cash flow and financial condition. 22

The Company s development projects are associated with risks relating to delays and costs. The Company s on-going development projects involve advanced engineering work, extensive procurement activities and complex construction work to be carried out under various contract packages at different locations onshore. Furthermore, the Company (together with its license partners), must carry out drilling operations, install, test and commission installations offshore and finally obtain governmental approval to take them into use, prior to commencement of production. The complexity of Company s development projects makes them very sensitive to circumstances which may affect the planned progress or sequence of the various activities, as this may result in delays or costs increases. In particular, this applies to Company s early stage development for Johan Sverdrup and development of Ivar Aasen. Johan Sverdrup is a complicated multi-facility early stage development while the Ivar Aasen development is technically challenging and the first development the Company will do as operator of a field. Although Company believes that the development projects will be completed on schedule in accordance with all license requirements and within the estimated budgets, the Company s current or future projected target dates for production may be delayed and significant cost overruns may incur due to delay, changes in any part of the Company s development projects, technical difficulties, project mismanagement, equipment failure, natural disasters, political, economic, taxation, legal, regulatory or social uncertainties, piracy, terrorism, visa issues or protests, which again may materially adversely affect the Company s future business, operating results, financial condition and cash flow. Ultimately, the Company risks that the rights granted under its licenses or agreement with the government may be forfeited and the Company may be liable to pay large sums, which could jeopardise its ability to continue operations. Going forward, the Company, or the operator of licenses in which the Company has an interest, may be unable to explore, appraise or develop petroleum operations or the development or production of oil and/or gas is delayed as a result of, among other things, activities such as failure to obtain equipment, equipment failure, natural disasters, political, economic, taxation, legal, regulatory or social uncertainties, piracy, terrorism, visa issues or protests. Furthermore, the Company s estimated exploration costs are subject to a number of assumptions that may not materialise. Any such inability to explore appraise or develop petroleum operations or non-materialisation of assumptions regarding exploration costs, may have a material adverse effect on Company s growth ambitions, future business and revenue, operating results, financial condition and cash flow. The Company is exposed to risks relating to unionised labour and general labour interruptions. Whilst the Company generally enjoys good labour relations with its employees, strikes, labour disruptions and other types of conflicts with employees including those of the Company s independent contractors or their unions may occur at the Company s operations. Labour disruptions may be used not only for reasons specific to the Company s business, but also to advocate labour, political or social goals. Any such disruptions or delays in the Company s business activities may result in increased operational costs or decreased revenues from delayed or decreased (or zero) production and significant budget overruns. If such disruptions are material, they could materially adversely affect the Company s business, results of operations, cash flow and financial condition. The Company is subject to third party risk in terms of operators and partners. Where the Company is not the operator of a license, although it may have consultation rights or the right to withhold consent in relation to significant operational matters (depending on the level of the Company s interest in such license), it has limited control over management of its assets and mismanagement by the operator or disagreements with the operator as to the most appropriate course of action may result in significant delays, losses or increased costs to the Company. The terms of the relevant operating agreements generally impose standards and requirements in relation to the operator s activities. However, there can be no assurance that such operators will observe such standards or requirements and this could result in a breach of the relevant operating agreement. There is a risk that other partners with interests in the Company s Licenses may not be able to fund or may elect not to participate in, or consent to, certain activities relating to those Licenses which require that party s consent, including but not limited to, decisions relating to drilling programmes, such as the number, identity and sequencing of wells, appraisal and development decisions, decisions relating to production and also any decision to not drill at all (e.g. drill or drop decisions). In these circumstances, it may not be possible for such activities to be undertaken by the Company alone or in conjunction with other participants at the desired time or sequence or at all. Inversely, decisions by the other partners to engage in certain activities as aforesaid, may also in the circumstances be contrary to the Company s voting not to engage in or commence such activities and may imply that the Company will be bound to incur its share of costs in relation thereto, which may become signicant. Other participants in the Company s Licenses may default on their obligations to fund capital or other funding obligations in relation to the assets. In such circumstances, the Company may be required under the terms of the relevant operating 23

agreement or otherwise to contribute all or part of such funding shortfall itself. The Company may not have the resources to meet these obligations. Any disagreement, absence of consent, delay, opposition, breach of agreement, or inability to undertake activities or failure to provide funding of the kind identified above could materially adversely affect the Company s business, prospects, financial condition, cash flow and results of operation. The Company is exposed to losses on its operated assets. The Company is operator for several of its licenses. Although the operatorship is performed based on a no gain, no loss principle, the partners in the respective licenses are provided with audit rights and other rights that may ultimately inflict losses on the Company as an operator should the Company be found not to have managed the operatorship in compliance with relevant requirements. In the event the Company incurs such losses, this could have a material adverse effect on the Company s financial position, cash flow and results of operation. The Company is subject to risks relating to capacity constraints and cost inflation in the service sector. The Company is, as other exploration and production companies, relying upon services provided by contractors and other companies to carry out its operations. As there are numerous material projects to be carried out on the Norwegian Continental Shelf in the years to come, there is a continuing risk for capacity constraints and cost inflation in the service sector. If the Company is unable to obtain the services necessary to carry out its current and planned exploration and development projects, or if any of the Company s contractors are unable or unwilling to carry out its services as planned, the Company s projects may suffer from delays and a subsequent decrease in net production revenue which may materially adversely affect the Company s business operating, cash flow results and financial condition. The Company s future growth and performance depend on a number of factors, which outcome cannot be guaranteed. The Company s future growth and performance will partly depend on its ability to manage growth effectively, including, but not limited to its ability to integrate the business of Marathon Norway, adequately manage the number of employees, technical solutions including IT systems and software, operational efficiency in the new Company s organiations in Trondheim, Stavanger and Oslo respectively. The Company s failure to successfully grow its operations, and/or to handle such growth, could materially adversely affect its business, operating results, cash flow and financial condition. The Company may not have access to necessary infrastructure for the transportation of oil and gas. The Company is dependent on capacity to transport and sell oil and gas. The Company, or the license group in which the Company holds an interest, may need to rely on access to third party infrastructure to be able to transport produced oil and gas, e.g. by depending on obtaining approval for construction of pipelines in close proximity of or crossing third party s infrastructure or being able to acquire the necessary capacity to transport gas. There can be no assurance that the Company will be able to get access to necessary infrastructure at an economically justifiable cost or access necessary infrastructure at all. If such access is unavailable or unavailable at an economically justifiable cost, the Company s income relating to the sale of oil and gas may be reduced which again may materially adversely affect the Company s business, operating results, cash flow and financial condition. The Company faces risks related to decommissioning activities and related costs. There are significant uncertainties relating to the estimated costs for decommissioning of the Company s current licenses including the schedule for removal of each installation. No assurance can be given that the anticipated costs and time of removal are correct and any deviation from such estimates may have a material adverse effect on the Company s business, operating results, cash flow and financial condition. Also, the Company is jointly and severally liable for decommissioning costs together with the other licensees of each license. Hence, if one or more of the other licensees fail to cover their share of the decommissioning costs, the Company can be held liable for such licensee s share of decommissioning costs. Furthermore, under the Norwegian Petroleum Act, a licensee assigning its interest in a license remains secondarily liable for decommissioning costs related to facilities existing at the time of assignment in the event that the decommissioning costs are not covered by the current licensees. Any significant increase in decommissioning costs relating to the Company s current or previous licenses may materially and adversely affect the Company s business, financial condition, cash flow and results of operation. The Company is exposed to political, regulatory and unrest risks. The Company is conducting exploration and development activities in Norway and is dependent on receipt of government approvals and permits to develop its assets. The Company is qualified to conduct its operations on the Norwegian Continental Shelf (the NCS ), however, there is no assurance that future political conditions in Norway will not result in the government adopting new or different policies and regulations on exploration, development, operation and ownership 24

of oil and gas, environmental protection, and labour relations. The Company may be unable to obtain or renew required drilling rights, licenses, permits and other authorisations and these may also be suspended, terminated or revoked prior to their expiration. This may affect the Company s ability to undertake exploration and development activities in respect of present and future assets, as well as its ability to raise funds for such activities. Also, there can be no assurance that the Company s Licenses granted by the MPE will be extended or not be revoked in the future and there is also a risk that the MPE stipulates conditions for any such extension or for not revoking any licenses. Lack of governmental approvals or permits or delays in receiving such approval may delay the Company s operations, increase its costs and liabilities or affect the status of the Company s contractual arrangements or its ability to meet its contractual obligations. Any of the above factors may have a material adverse effect on the Company s business, results of operation, cash flow and financial conditions. The Company is vulnerable to adverse market perception. The Company is vulnerable to adverse market perception as it must display a high level of integrity and maintain the trust and confidence of investors, license partners, public authorities and counterparties. Any mismanagement, fraud or failure to satisfy fiduciary or regulatory responsibilities, allegations of such activities, or negative publicity resulting from such other activities, or the association of any of the above with the Company could materially adversely affect the Company s reputation and the value of its brand, as well as its business, operating results, cash flow and financial position. The Company may be subject to liability under environmental laws and regulations. All phases of the oil and gas business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and state and municipal laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, and releases or emissions of various substances produced in association with oil and gas operations. The legislation also requires that wells and facility sites are operated, maintained, abandoned, and reclaimed to the satisfaction of applicable regulatory authorities. Many participants in the oil and gas industry are subject to legislation in relation to the emission of carbon dioxide, methane, nitrous oxide and other so-called greenhouse gases. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material, in addition to loss of reputation. Environmental legislation 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, gas or other pollutants into the air, soil or water may give rise to material liabilities to foreign 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 or shut down 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, cash flow, financial condition or prospects. Furthermore, environmental concerns relating to the oil and gas industry s operating practices are expected to increasingly influence government regulation and consumption patterns which favour cleaner burning fuels such as gas. Future compliance with existing emissions legislation or any future emissions legislation could adversely affect the Company s profitability. Future legislative initiatives designed to reduce the consumption of hydrocarbons could also have an impact on the ability of the Company to market its oil and gas and/or the prices which the Company is able to obtain, which in turn may adversely affect the Company s financial condition, results of operations, cash flow, financial condition or prospects. The Company has been operating in the oil and gas business for several years. Even though the Company are not aware of any liabilities related to current or historical operations relating to its business, the Company may potentially be subject to various liabilities such as pollution and environmental liabilities related to its business or the business of Marathon Norway. The Company s insurance may not provide sufficient funds to protect the Company from liabilities that could result from its operations. Oil and gas exploration, development, and production operations are subject to all the risks and hazards typically associated with such operations, including, but not limited to hazards such as fire, explosion, blowouts, 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, in addition to business interruption. The Company maintains a number of separate insurance policies to protect its core businesses against loss and/or liability to third parties. Risks insured against generally include general liability, workers compensation and employee liability, professional indemnity and material damage. However, in accordance with industry practice and as a result of the Company s assessment of its needed insurance programme profile from time to time, the Company is not fully insured against all of these risks (the Company has for example currently not taken out business interruption insurance).furthermore, not all mentioned risks are insurable, or only insurable at a disproportionately high cost. Although the Company maintains liability insurance in an amount that it considers adequate and consistent with industry standard, the nature of these risks is such that liabilities 25

could materially exceed policy limits or not be insured at all, in which event the Company could incur significant costs that could have adverse effect on its financial condition, results of operation and cash flow. Any uninsured loss or liabilities, or any loss and liabilities exceeding the insured limits, may adversely affect the Company s business. Availability of drilling equipment and other required equipment and access restrictions may affect the Company s operations. Oil and gas exploration and development activities are dependent on the availability of specialised equipment, including, but not limited to drilling and related equipment in the particular areas where such activities will be conducted. From time to time the demand for such limited equipment may be high or access restrictions will affect the availability and cost of such equipment to the Company and from time to time delays exploration and development activities. Also, to the extent the Company is not the operator of its oil and gas assets, the Company will be dependent on such operators for the timing of activities related to such assets and will be largely unable to direct or control the activities of the operators. If any of these risks materialize, they may have a material adverse effect on the Company s business, results of operations, cash flow or financial condition. The Company s oil and gas production could vary significantly from reported reserves and resources. The Company s reserve evaluations have been prepared in accordance with existing guidelines. The reserves and resources of the Company are carried out on an annual basis by an independent third party. These evaluations include a number of assumptions relating to factors such as initial production rates, recovery rates, production decline rates, ultimate recovery of reserves, timing and amount of capital expenditures, marketability of production, future prices of oil and gas, operating costs, and royalties and other government levies that may be imposed over the producing life of the reserves and resources. Actual production and cash flows derived therefrom will vary from these evaluations, and such variations could be material. Hence, although the Company has an understanding of the life expectancy of each of its assets, the life of an asset may be shorter than anticipated. Among other things, evaluations are based, in part, on the assumed success of exploration activities intended to be undertaken in future years. The reserves, resources and estimated cash flows to be derived therefrom contained in such evaluations will be reduced to the extent that such exploration activities do not achieve the level of success assumed in the evaluations, and such reductions may have a material adverse effect on the Company s business, results of operations, cash flow and financial condition. Accordingly, investors should be cautious in reviewing reserve and resources figures included in this Prospectus. Accounting policies may result in non-cash charges and write downs considered unfavourably by the market. IFRS requires that management apply certain accounting policies and make certain estimates and assumptions, which affect reported amounts in the consolidated financial statements of the Company. The accounting policies may result in non-cash charges to net income and material write downs of net assets in the financial statements. Such non-cash charges and write downs may be viewed unfavourably by the market and result in an inability to borrow funds and/or may result in a significant decline in the trading price of the Company s shares. The Company may not be successful in attracting and retaining sufficient skilled employees. The successful development and performance of the Company s business depends on its ability to attract and retain skilled professionals with appropriate experience and expertise. Attracting and retaining additional key personnel will assist in the expansion of the Company s business and the loss of key employees could also have a material negative effect on the Company. The Company faces significant competition for skilled personnel and there can be no assurance that the Company will have access to sufficient skilled and experienced professionals. This may be particular evident for the Company s offshore activities, where the location of the Company s production facilities and shift work arrangements associated with offshore work, may negatively affect the Company s ability to attract the necessary employment resources, as skilled personnel may be reluctant to take on such assignments. There is no assurance that the Company will successfully attract and retain personnel required to continue to expand its business and to successfully execute its business strategy and failure to attract or retain employees could result in the inability to maintain the appropriate technological standard or take advantage of new opportunities that may arise, which may in turn lead to a subsequent decline in competitiveness and could materially adversely affect the Company s business, operating results, cash flow and financial condition. The Company faces the risk of litigation or other proceedings in relation to its business. The Company faces the risk of litigation and other proceedings in relation to its business. The outcome of any litigation may expose the Company to unexpected costs and losses, reputational and other non-financial consequences and diverting management attention, which may in turn materially adversely affect the Company s business, operating results, cash flow and financial condition. 26

The Company may experience conflicts of interest. There are potential conflicts of interest to which the directors, officers and principal shareholders of the Company will be subject to in connection with the operations of the Company. Some of the directors, officers and principal shareholders may become engaged in other oil and gas interests on their own behalf and on behalf of other companies resulting in a conflict of interest and situations may arise where the directors and officers will be in direct competition with the Company. Such conflicts, if any, will be subject to the procedures and remedies under Norwegian company law, but may not prevent adverse effects for the Company with regard to such conflicts. The directors, officers and principal shareholders of the Company may not devote their time on a full-time basis to the affairs of the Company as a result of such conflicts. See section 16 Related Party Transactions for further information about recent transactions with related parties. Certain Directors of the Board and Senior Management of the Company own collectively, directly and indirectly, a significant part of the outstanding share capital of the Company, and will therefore have the possibility to influence the decision-making in the Company. 2.3 Risks Relating to the Transaction There are several risks relating to the implementation of the Transaction. The successful completion of the Transaction is subject to several conditions including, but not limited to (i) the European Commission having issued a decision under Article 6(1)(b) or 6(2) of Council Regulation (EC) No. 139/2004 (or being deemed to have done so under Article 10(6) of the regulation) on terms satisfactory to the Company, (ii) obtaining approval by the MPE pursuant to section 3-7 and 10-12 of the Petroleum Act of the Transaction and the proposed transfer of all of assets and obligations of Marathon Norway into the Company on terms reasonably satisfactory to both parties under the SPA with Marathon Oil Corporation dated 2 June 2014 (as further described in section 7 (the Transaction ), (iii) approval from the Norwegian Ministry of Finance and (iv) that no material adverse effect have occurred between signing of the SPA and the completion date. Even though the Company will use all reasonable endeavours to procure satisfaction of the completion conditions, there can be no assurance that such conditions will be satisfied and that the Transaction will be completed. If the conditions to the completion of the Transaction are not satisfied for any reason, the Company may be subject to several risks including no realisation of any of the expected benefits of having completed the Transaction and a negative perception by the stock market, and consequently resulting in a material decline in the market price for the Shares. The Company may not be able to successfully integrate Marathon Norway s business. The combination of Marathon Norway s business and the business of the Company involves the integration of two companies that have previously operated independently, a challenging process which involves significant risk. There can be no assurance that the combined entity will not encounter difficulties in integrating the respective organisations and operations or that the Company will actually achieve anticipated synergies or other benefits from the integration. Any delays and unexpected costs incurred in the Integration process or failure to achieve the advantages contemplated by the integration may adversely affect the Company s business, operating result, cash flow and financial condition. One of the key challenges is the integration of the IT-systems in the two companies, both with respect to hardware and software. The business is dependent of a well-functioning It-system for safe and effective operations, with more than 200 different applications in daily use. There are some differences in the applications used in Marathon Norway and in the Company, and successful adoption to a common system without disturbing on-going business operations is challenging. If the Company does not succeed in the integration of the IT-systems in the two companies, this may adversely affect the Company s business, operating result and financial condition. The Company will encounter separation challenges as a consequence of the Transaction. The Company will encounter risks connected with the separation of Marathon Norway from Marathon Oil Corporation. Marathon Oil Corporation currently performs certain functions for Marathon Norway, including, but not limited to, marketing and sale of oil and gas, IT services and accounts and payments services. The separation of such functions will not be completed at closing of the Transaction. As a result, Marathon Norway and the Company will depend on certain services and cooperation from Marathon Oil Corporation for some time after closing of the Transaction to facilitate a smooth transition and complete separation. Under the SPA, Marathon Oil Corporation and the Company have agreed that Marathon Oil Corporation shall provide certain services to the Company/Marathon Norway in a transitional period. Lack of cooperation, failure by Marathon Oil Corporation to provide such services and/or unforeseen delays or complications in the transition and separation process could increase integration costs and could adversely affect the Company s business, operating result and financial condition. 27

The Company may not be able to transfer the contracts currently held by Marathon Norway or transfer these on the same terms. Some of Marathon Norway s contracts contain consent requirements triggered by the Transaction. The Company may not be able to obtain such consent, or may be unable to renew the existing contracts entered into by Marathon Norway or establish new contracts on terms as favourable as those contracts currently held. Further, the Company may incur transfer fees under certain contracts as a result of the Transaction. The Company s business, operating results, cash flow and financial condition may be adversely affected due to such transfer fees or in case of loss of contracts or if it fails to continue the current contracts or establish new contracts on similar terms or if substantial fees are incurred as a result of the Transaction. The Company is subject to potential loss of key Marathon employees as a result of the Transaction. Companies subject to acquisitions are generally subject to risk of employees leaving the acquired company and the Company risks experiencing this with employees of Marathon Norway in connection with the Transaction. As the organisations of Marathon Norway and the Company are highly complementary, it will be challenging for the Company to lose a significant number of employees in Marathon Norway. Although the Company currently does not have indications that this situation will arise, the loss of key employees in Marathon Norway could have an adverse effect on the Company s business, results of operation and financial position. The unaudited pro forma financial information is not necessarily indicative of the Company s future results. This Prospectus contains unaudited pro forma financial information. The unaudited pro forma financial information is based on preliminary estimates and assumptions, which the Company believes to be reasonable, and is being furnished solely for illustrative purposes and is not necessarily indicative of the Company s business, operating results and financial condition. As a result, an investor should not place undue reliance on the unaudited pro forma financial information presented in this Prospectus. The Company may fail to successfully implement synergies from consolidated tax positions. There can be no assurance that the Company will be able to achieve all of the synergies from consolidated tax position that it expects to realise from the Integration. Realisation of tax synergies requires that third parties under Marathon Norway s contractual arrangements approve transfer of the relevant arrangement to the Company. Although the Company does not expect any significant difficulties or delays in this respect, no assurance that such third parties, in the extent required, will give such consent in time. The Company s failure to realise expected synergies from consolidated tax positions may materially adversely affect its business, operating results, cash flow and financial condition. The Company may discover contingent or other liabilities within Marathon Norway. Marathon Oil Corporation has in the SPA given certain representations, warranties and indemnities regarding Marathon Norway in the Company s favour and the Company has conducted a limited due diligence in connection with the Transaction. The Company may nevertheless discover issues relating to Marathon Norway s business that may have a material adverse effect on the Company s business, results of operations, cash flow and financial condition. The Company s ability to recover any amounts in respect of those representations, warranties and indemnities, as well as certain covenants set out in the SPA, is subject to certain minimum thresholds, deductibles and time limitations, as well as to a maximum amount. The Company may incur losses in excess of such maximum amount and the matters giving rise to the losses may not be recoverable against the warranties or indemnities or at all and this may have a material adverse effect on the Company s business, results of operations and financial condition. Pursuant to the SPA, the Company shall be liable for the decommissioning obligations and certain potential environmental liabilities of Marathon Norway and its subsidiary. As described under Risks related to decommissioning activities and related costs above, there are significant uncertainties relating to the magnitude of the costs for decommissioning. Decommissioning costs and environmental liabilities may have a material adverse effect on the Company s business, financial condition, cash flow and results of operation. 2.4 Risks Relating to Marathon Norway s Business in Particular Unexpected shutdowns may occur at the Alvheim FPSO. Even though the reliability of the Alvheim FPSO is above 98% (excluding planned down-time), the Company will especially be sensitive to any shutdown or other technical issues on the Alvheim FPSO due to the fact that all of the Alvheim Area fields are produced via the vessel. A shutdown or other technical issues on the Alvheim FPSO or other problems relating to the Company s production of oil and gas causing a reduction in production levels may materially adversely affect the Company s profitability following completion of the Transaction, both as a result of the increase in costs which normally result from such delays and through claims for compensation from third parties. Delays may also result in cancellation of 28

contracts, which may in turn adversely affect the Company s business, operating results, cash flow and financial condition. The Company is exposed to risks relating to capacity booking for transport of gas. Marathon Norway does not hold any future booking capacity in Gassled nor any long term National Transmission System ( NTS ) entry capacity to bring gas into NTS through aggregated system entry points such as at St. Fergus in Scotland through the SAGE pipeline system. Hence, there can be no assurance that the new Company will be able to purchase the necessary capacity to transport gas in the future at all or on favourable terms. Any lack of capacity may reduce the Company s income relating to gas sales which again may materially adversely affect the Company s business, operating results, cash flow and financial condition. 2.5 Financial Risks The Company may require additional capital in the future, which may not be available on favourable terms, or at all. The Company s future capital requirements depend on many factors including an effective integration of the business of Marathon Norway and on whether the Company s cash flow from operations are sufficient to fund the Company s business plans. The Company may need additional funds in the longer term in order to further develop exploration and development programmes or to acquire assets or shares of other companies. In particular, the Ivar Aasen development project and the early stage Johan Sverdrup development project require significant capital expenditures in the years to come. Even though the Company has taken measures to ensure a solid financial basis for the development projects, the Company cannot assure that it will be able to generate or obtain sufficient funds to finance the projects. In particular, given the extensive scope of the projects, any unforeseen circumstances or actions to be dealt with that is not accounted for, may result in a substantial gap between estimated and actual costs. Thus, the actual costs necessary to carry out the projects may be considerably higher than currently estimated. These investments along with the Company s on-going operations may be financed partially or wholly with debt, which may increase the Company s debt levels above industry standards. The Company may also have to manage its businesses in a certain way to service its debt and other financial obligations. Should the financing of the Company not be sufficient to meet its financing needs, the Company may, among other things, be forced to reduce or delay capital expenditures or research and development expenditures or sell assets or businesses at unanticipated times and/or at unfavourable prices or other terms, or to seek additional equity capital or to restructure or refinance its debt. There can be no assurance that such measures would be successful or would be adequate to meet debt and other obligations as they come due, or would not result in the Company being placed in a less competitive position. The general financial market conditions, stock exchange climate, interest level, the investors interest in the Company, the share price of the Company, as well as a number of other factors beyond the Company s control, may restrict the Company s ability to raise necessary funds for future growth and/or investments. Thus, additional funding may not be available to the Company or, if available, may not be available on acceptable terms. If the Company is unable to raise additional funds as needed, the scope of its operations may be reduced and, as a result, the Company may be unable to fulfil its long-term development programme, or meet its contractual obligations under its contracts which may ultimately be withdrawn or terminated for non-compliance. The Company may also have to forfeit or forego various opportunities, curtail its growth and/or reduce its assets. This could maerially adversely affect the Company s business, prospects, financial condition, results of operations and cash flows, and on the Company s ability to fund the development of its business. The Company is exposed to interest rate and liquidity risk associated with its borrowing portfolio and fluctuations in underlying interest rates. The Company s long-term debt is primarily based on floating interest rates. An increase in interest rates can therefore materially adversely affect the Company s cash flows, operating results and financial condition and make it difficult to service its financial obligations. The Company has, and will in the future have, covenants related to its financial commitments. Failure to comply with financial obligations, financial covenants and other covenants may have several material adverse consequences, including the need to refinance, restructure, or dispose of certain parts of, the Company s businesses in order to fulfil the Company s financial obligations and there can be no assurances that the Company in such event will be able to fulfil its financial obligations. The Company is subject to risks relating to pension schemes. The Company has a defined benefit pension scheme as further described in Section 6.12 ( Business Overview Organisation ). Further, Marathon Norway has a defined benefit pension scheme with a calculated underfunding of approximately NOK 95 million. Although said underfunding was taken into account when calculating the purchase price 29

for Marathon Norway, there can be no assurance that the Company s and Marathon Norway s defined benefit schemes will not be underfunded in the future and such underfunding may have a material adverse effect on the Company s business, operating results, cash flow and financial condition. Changes in foreign exchange rates may affect the Company s results of operations and financial position. The Company is exposed to market fluctuations in foreign exchange rates due to the fact that company report Profit & Loss and Balance sheet in NOK. Revenues are in USD for oil and in GBP for gas, while operational costs and investment are in several other currencies than NOK. Revenues are relatively small compared to investment at the moment. The gap between investment and low revenues is financed with loan and equity. The Company has not entered into any long term hedging of foreign exchange risk or other types of derivates and significant fluctuations in exchange rates between USD and NOK may materially adversely affect the reported results. The Company is exposed to risk of counterparties being unable to fulfil their financial obligations. The Company s partners and counterparties consist of a diverse base with no single material source of credit risk. However, a general downturn in financial markets and economic activity may result in a higher volume of late payments and outstanding receivables, which may in turn adversely affect the Company s business, operating results, cash flows and financial condition. 2.6 Risks Relating to the Shares The market value of the Shares may fluctuate significantly and may not reflect the underlying asset value of the Company. The market value of the Shares can fluctuate significantly and may not always reflect the underlying asset value of the Company. A number of factors outside the control of the Company may have an impact on its performance and the price of the Shares. Such factors include but are not limited to a change in market sentiment regarding the Shares and the Company, the operating and share price performance of other companies in the industry and markets in which the Company operates, speculation about the Company s business in the press, media or investment community, changes to the Company s profit estimates, the publication of research reports by analysts and general market conditions.. If any of these factors actually occurs, this may have a material adverse effect on the pricing of the Shares. The Company has not paid dividends in the past and the Company may not become in a position to pay dividends in the future. The ability of the Company to pay dividends on the Shares is dependent upon the availability of distributable reserves and, therefore, among other things, which again is dependent on factors which to a greater or lesser extent are beyond the Company s control, such as but not limited to capital expenditures, debt service requirements, the price of oil and gas, the profitability of the Company and general market and economic conditions. Accordingly, it is possible that the shareholders of the Company will not receive a return on their investment in the Shares through the payment of dividends. The ability to bring an action against the Company may be limited under Norwegian law. The Company is a public limited liability company incorporated under the laws of Norway. The rights of holders of Shares are governed by Norwegian law and by the Articles. These rights might differ from the rights of shareholders in other jurisdictions. In particular, Norwegian law limits the circumstances under which shareholders of Norwegian companies may bring derivative actions. Under Norwegian law, any action brought by the Company in respect of wrongful acts committed against the Company takes precedent over actions brought by shareholders in respect of such acts. In addition, it may be difficult to prevail in a claim against the Company under, or to enforce liabilities predicated upon, securities laws in other jurisdictions. Any future share issues and sales of Shares by major shareholders may have a material adverse effect on the market price of the Shares. The Company has resolved to carry out the Rights Issue, and may decide to offer additional Shares in the future. An additional offering or a significant sale of Shares by any of the Company s major shareholders could have a material adverse effect on the market price of the outstanding Shares. Issuances of Shares may have a dilutive effect on the ownership interests of the shareholders of the Company at that time. The Company may require additional capital in the future to finance its business activities and growth plans. The issuance of Shares in order to raise such additional capital, or as means of honouring options or warrants, may have a dilutive effect on the ownership interests of the Shareholders of the Company at that time. 30

U.S. holders of Shares that are not qualified institutional buyers will not be able to exercise the Subscription Rights. U.S. holders of the Shares will be granted Subscription Rights, but will not be able to exercise the Subscription Rights to acquire Offer Shares unless such U.S. holders are qualified institutional buyers (as defined in Rule 144A of the U.S. Securities Act) ( QIB s). A U.S. holder that is not a QIB is an Ineligible Shareholder (as defined in section 20.7). Subscription Rights granted to Ineligible Shareholders will be sold in accordance with the procedures set forth in section 20.7. There is no guarantee that the Subscription Rights will have any value or that the Company will be able to sell these Subscription Rights. Therefore, U.S. holders of Shares, or other Shareholders resident in jurisdictions subject to similar restrictions, that are not able to exercise the Subscription Rights may not receive the economic benefit of such rights. In addition, their proportional ownership interests in the Company will be diluted. It may be difficult for investors based in the United States to enforce civil liabilities predicated on U.S. securities laws against the Company or the Company s directors and executive officers. The Company is organised under the laws of Norway and the directors and executive officers are residents in Norway and other non-u.s. jurisdictions. It may be difficult for investors in the U.S. to effect service of process within the U.S. upon the Company or the Company s directors and executive officers and to enforce against the Company or its directors and executive officers judgments obtained in U.S. courts predicated on the civil liability provisions of U.S. federal securities laws. Holders of Shares that are registered in a nominee account may not be able to exercise voting rights as readily as other Shareholders. Beneficial owners of Shares that are registered in a nominee account (e.g. through brokers, dealers or other third parties) may not be able to vote such shares unless their ownership is re-registered in their names with the Norwegian Central Securities Depository (VPS) prior to the Company s general meetings. There can be no assurance that beneficial owners of the Company s shares will receive the notice of a general meeting in time to instruct their nominees to either effect a reregistration of their shares or otherwise vote their shares in the manner desired by such beneficial owners. Following completion of the Rights Issue, substantial share ownership will remain concentrated in the hands of one Shareholder, and future sales of Shares by such Shareholder could have a material adverse effect on the market price of the Shares. Following completion of the Rights issue, the largest Shareholder of the Company, Aker Capital AS, will retain approximately 49.99% of the total share capital of the Company. Thus, Aker Capital AS will have the ability to significantly influence the outcome of matters submitted for the vote of shareholders of the Company, including but not limited to the election of members of the nomination committee and consequently the members of the Board of Directors. The interest of the largest shareholder may not be aligned with the interest of the other shareholders. Furthermore, any future sales of Shares by such Shareholder could have a material adverse effect on the market price of the Shares. The Subscription Price is not an indication that the Offer Shares can be sold for an amount equal to the Subscription Price. The Subscription Price of the Offer Shares has been determined by the Company in consultation with Aker Capital AS and the Underwriters. The Subscription Price is not an indication that any of the Offer Shares could be sold for an amount equal to the offering price or for any amount. 2.7 Risks Relating to the Rights Issue Existing Shareholders who do not participate in the Rights Issue may experience significant dilution in their shareholding. Subscription Rights that are not exercised by the end of the Subscription Period will have no value and will automatically lapse without compensation to the holder. To the extent that an Existing Shareholder does not exercise its Subscription Rights prior to the expiry of the Subscription Period, whether by choice or due to a failure to comply with procedures set forth in Section 20 Terms of the Rights Issue, or to the extent that an Existing Shareholder is not permitted to subscribe for Offer Shares as further described in Section 21 Selling and Transfer Restrictions, such Existing Shareholder s proportionate ownership and voting interests in the Company after the completion of the Rights Issue will be diluted. Even if an Existing Shareholder elects to sell its unexercised Subscription Rights, or such Subscription Rights are sold on its behalf, the consideration it receives on the trading market for the Subscription Rights may not reflect the immediate dilution in its shareholding as a result of the completion of the Rights Issue. 31

An active trading market in Subscription Rights may not develop on the Oslo Stock Exchange and/or the market value of the Subscription Rights may fluctuate. An active trading market in the Subscription Rights may not develop on the Oslo Stock Exchange. In addition, because the trading price of the Subscription Rights depends on the trading price of the Shares, the price of the Subscription Rights may be volatile and subject to the same risks as described for the Shares elsewhere in this Prospectus. The existing volatility of the Shares may also have an effect on the volatility of the Subscription Rights. The sale of Subscription Rights by or on behalf of Existing Shareholders may result in a reduction in the market price of the Subscription Rights and the Shares and increased volatility in the Shares. Certain Existing Shareholders may be unable to take up and exercise their Subscription Rights as a matter of applicable law. The Subscription Rights of such Existing Shareholders, with the exception of Subscription Rights held through financial intermediaries, may be sold on their behalf in the market by the Joint Global Coordinators pursuant to instructions from the Company, as further described in Section 20 Terms of the Rights Issue Subscription Rights, but no assurance can be given as to whether such sales may actually take place or as to the price that may be achieved. The sale of Subscription Rights by or on behalf of holders of such rights and the sale of Subscription Rights by other Shareholders could cause significant downward pressure on, and may result in a substantial reduction in, the price of the Subscription Rights and the Shares. If the Rights Issue is not completed, the Subscription Rights will no longer be of value. The Rights Issue may be unsuccessful if the conditions for the Underwriting Agreement are not met or waived or if the Underwriting Agreement is terminated for any reason and the Offer Shares are not all subscribed for. For a description of the Underwriting Agreement, see Section 20.18 Terms of the Rights Issue The Underwriting. If the Rights Issue is not completed, all Subscription Rights will lapse without value, subscriptions for, and allocations of, Offer Shares that have been made will be disregarded and any subscription payments made will be returned without interest or any other compensation. The lapsing of Subscription Rights would be without prejudice to the validity of any trades in Subscription Rights, and investors would not receive any refund or compensation with respect to Subscription Rights purchased in the market. The Rights Issue is not conditional upon completion of the Transaction The Rights Issue is not conditional upon a successful completion of the Transaction. There can be no assurance that the Transaction will be completed, see section 2.3 Risks Relating to the Transaction. Investors in the Rights Issue will however not be entitled to recall or reclaim a subscription for Offer Shares in the event the Transaction is not completed. Shareholders outside of Norway are subject to exchange rate risk. The Subscription Rights and the Offer Shares are priced in NOK, and any future payments of dividends on the Offer Shares are expected to be denominated in NOK. Accordingly, investors outside of Norway are subject to adverse movements in NOK against their local currency as the foreign currency equivalent of any dividends paid on the Offer Shares or received in connection with any sale of the Offer Shares could be adversely affected. 32

3. RESPONSIBILITY STATEMENT The Board of Directors of Det norske oljeselskap ASA accepts responsibility for the information contained in this Prospectus. The members of the Board of Directors confirm that, 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 omissions likely to affect its import. Oslo, 9 July 2014 The Board of Directors of Det norske oljeselskap ASA Sverre Skogen (Chairman) Anne Marie Cannon (Deputy Chair) Tom Røtjer Kjell Inge Røkke Kitty Hall (Katherine J. Martin) Jørgen C. Arentz Rostrup Gro Kielland Inge Sundet Kristin Gjertsen Gudmund Evju 33

4. GENERAL INFORMATION This Section provides general information on the presentation of financial and other information, as well as the use of forward-looking statements, in this Prospectus. You should read this information carefully before continuing. 4.1 Cautionary Note Regarding Forward-Looking Statements This Prospectus includes forward-looking statements ( Forward-looking Statements ) that reflect the Company s current views with respect to future events and financial and operational performance; including, but not limited to, statements relating to the risks specific to the Company's business, future earnings from charter contracts, the ability to distribute dividends, the solution to contractual disagreements with counterparties, the implementation of strategic initiatives as well as other statements relating to the Company's future business development and economic performance. 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 historical facts. They appear in a number of places throughout this Prospectus; Section 6 Business Overview, Section 8 Presentation of Marathon Norway, Section 9 The Company Following the Transaction, Section 10 Industry Overview and Section 17 Dividend and Dividend Policy and include statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, goals, objectives, financial condition and results of operations, liquidity, outlook and prospects, growth, strategies, impact of regulatory initiatives, capital resources and capital expenditure and dividend targets, and the industry trends and developments in the markets in which the Company operates. Prospective investors in the Shares or the Subscription Rights are cautioned that Forward-looking Statements are not guarantees of future performance and that the Company s actual financial position, operating results and liquidity, and the development of the industry in which the Company operates may differ materially from those contained in or suggested by the Forward-looking Statements contained in this Prospectus. The Company cannot guarantee that the intentions, beliefs or current expectations that these 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. Should one or more of these risks and uncertainties materialise, or should any underlying assumption prove to be incorrect, the Company s business, actual financial condition, cash flows or results of operations could differ materially from that described herein as anticipated, believed, estimated or expected. The information contained in this Prospectus, including the information set out under Section 2 Risk Factors, identifies additional factors that could affect the Company's financial position, operating results, liquidity and performance. Prospective investors in the Shares or the Subscription Rights 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 Company s future performance and the industry in which the Company operates when considering an investment in the Shares or the Subscription Rights. Except 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. 4.2 Presentation of Industry Data and Other Information Sources of Industry and Market Data To the extent not otherwise indicated, the information contained in this Prospectus on the market environment, market developments, growth rates, market trends, market positions, industry trends, competition in the industry in which the Company operates and similar information are estimates based on data compiled by professional organisations, consultants and analysts; in addition to market data from other external and publicly available sources as well as the Company's knowledge of the markets. While the Company has compiled, extracted and reproduced such market and other industry 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. 34

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. In addition, although the Company believes its internal estimates to be reasonable, such estimates have not been verified by any independent sources and the Company cannot assure prospective investors as to their accuracy or that a third party using different methods to assemble, analyse or compute market data would obtain the same results. The Company does not intend to or assume any obligations to update industry or market data set forth in this Prospectus. Finally, behaviour, preferences and trends in the marketplace tend to change. As a result, prospective investors should be aware that data in this Prospectus and estimates based on those data may not be reliable indicators of future results. Other Information In this Prospectus, all references to NOK are to the lawful currency of Norway, and all references to U.S. dollar, US$, USD, or $ are to the lawful currency of the United States of America. In this Prospectus all references to EU are to the European Union and its Member States as of the date of this Prospectus; all references to EEA are to the European Economic Area and its member states as of the date of this Prospectus; and all references to US, U.S. or United States are to 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. 35

5. USE OF PROCEEDS; REASONS FOR THE RIGHTS ISSUE 5.1 Background The Company operates in a capital intensive industry which requires substantial investments in the development phase of oil and gas fields. Currently, the Company has four fields in production and is participating in several planned and ongoing developments on the Norwegian Continental Shelf, including Gina Krog, Ivar Aasen and Johan Sverdrup. Production start-up at Ivar Aasen and Johan Sverdrup is expected in fourth quarter 2016 and fourth quarter 2019, respectively, and is expected to contribute significantly to the Company s cash flow. In total, the net pre-tax capital expenditure in the Company s development program is estimated to NOK 26.2 billion (real 2014 value) for the six-year period 2014 to 2019. With limited income from producing fields, the capital structure prior to the acquisition of Marathon Norway s assets was considered insufficient to carry all cost required to bring the Company s developments into the production phase. Together with the planned reserve based lending facility of USD 2.75 billion as further described in section 7.3 Financing the Transaction below, the proposed Rights Issue is an integral part of the Company s long-term financing plan to meet these and other commitments, including but not limited to the financing of its contemplated acquisition of Marathon Norway which is further described in Section 7 The Transaction. 5.2 Use of Proceeds Gross proceeds of the Rights Issue will be NOK 3,002.7 million. The net proceeds of the Rights Issue are expected to be approximately between NOK 2,960 and NOK 2,975 after deduction of costs and expenses to be borne by the Company, currently estimated to be in the range of NOK 25 to NOK 40 million. The Joint Bookrunners are entitled to a fee of up to approximately 1.125% of the gross proceeds of the Rights Offering. The Company intends to use the net proceeds mainly as a part of the Transaction financing and the proposed overall refinancing of the Company to fund planned and on-going development projects such as Ivar Aasen and Johan Sverdrup, as well as general corporate purposes. 5.3 Dilution The table below shows the percentage split of the Company's share capital following the Rights Issue; split by pre-rights Issue share capital and the share capital to be issued in the Rights Issue, on the basis that the Rights Issue is fully subscribed: Pre-Rights Issue share capital... 69.4% Rights Issue share capital... 30.6% The Rights Issue will accordingly result in a dilution of Existing Shareholders who do not participate in the Rights Issue of approximately 30.6%. 36

6. BUSINESS OVERVIEW This Section provides an overview of the business of the Company as of the date of this Prospectus. The following discussion contains Forward-looking Statements that reflect the Company's plans and estimates; see Section 4.1 "General Information Cautionary Note Regarding Forward-Looking Statements". You should read this Section in conjunction with the other parts of this Prospectus, in particular Section 2 "Risk Factors" and Section 12 "Operating and Financial Review". 6.1 Introduction Det norske oljeselskap ASA is an oil and gas company with exploration and production activities on the Norwegian Continental Shelf (the NCS ). The Company is listed on the Oslo Stock Exchange under the ticker DETNOR. As of the date of this Prospectus and prior to completion of the Transaction, the Company is primarily an offshore exploration and development company with a total of 77 licenses (27 as operator) as per 31 March 2014. Please see section 6.6 License Portfolio, Reserves and Resources for further details. The Company is a public limited company registered and domiciled in Norway. The Company currently holds no wholly or partly owned subsidiaries except for Sandvika Fjellstue AS, a minor private limited liability company owning the Company s conference centre in Sandvika in Verdal, as further described in Section 6.10 Sandvika Fjellstue AS. The Company had 262 employees as of 31 March 2014. The Company has steadily developed a competent and experienced organisation that has been scaled up over the last years, mainly due to the Ivar Aasen development project where the Company is operator. Senior Management comprises senior and highly skilled individuals with extensive experience from the oil and gas industry. Previous management employment includes well-known companies like Statoil, Aker, Saga, Hydro and ConocoPhillips. The organisation is based in three office locations, namely Trondheim, Oslo and Harstad. The Company s registered headquarters is in Trondheim (Føniks, Munkegata 26, 7011 Trondheim). The head office functions are divided between Oslo and Trondheim. The Company has reported a total production of 1,629,115 boe in 2013. This corresponds to an average daily production of 4,463 boepd. The production peaked in June 2013 with an average production of 9,655 barrels per day. In the first quarter of 2014, the Company produced 260,569 boe. This corresponds to 2,895 boepd. The producing fields are Jette unit (70%, operator), Atla (20%, partner), Varg (5%, partner) and Jotun unit (7%, partner). The Company also holds an interest in the Enoch field (2% partner), which has been shut down for a longer period and is expected to resume production during the summer of 2014. The Company has taken part in significant discoveries in recent years. Two of these fields will in particular influence the production growth in the Company over the next years, namely the Ivar Aasen field and the Johan Sverdrup field as further described in Section 6.4.2 below. The Ivar Aasen development is well underway after the Plan for Development and Operations ( PDO ) was approved by the Norwegian Parliament in June 2013. First oil is expected in the fourth quarter 2016. The Company s share of production is expected to amount to around 16 000 boepd from production start, and 23 000 boepd at plateau production in 2019. Following this, the Johan Sverdrup field is scheduled to come on stream in the fourth quarter 2019. The Johan Sverdrup field ranks amongst the largest oil discoveries on the NCS. The concept selection has been made and Decision Gate 2 (Decision on Continuation) was formally passed by the partners in February 2014. The operator Statoil Petroleum AS has estimated the total field resources to be somewhere in the range of 1,800 to 2,900 million barrels of oil equivalents. Gross plateau production is estimated to between 550,000-650,000 boepd. In total, the Company has a working interest in eight fields containing reserves. Out of these, four are classified as in production and four are classified as approved for development. The Company s total net proven reserves (P90/1P) as of 31 December 2013 is estimated at 48.5 million boe. Total net proven plus probable reserves (P50/2P) are estimated at 65.8 million boe. The Company has acquired its current resource base through exploration. The Company s cash and cash equivalents amounted to NOK 821 million as of 31 March 2014. Tax receivables for disbursement in December 2014 amounted to NOK 1,417 million and tax receivable for disbursement in December 2015 amounted to NOK 148 million. The Company s equity ratio as of 31 March 2014 was 30.6%. Discoveries and fields under development contributed to a total asset balance of NOK 10,504 million as of 31 March 2014. 6.2 Strengths and Strategies Vision and Strategy The Company has evolved from being an exploration company to becoming a full-fledged oil company with activities within exploration, development and production. From the establishment of Pertra, through the merger with NOIL (the Norwegian business of DNO ASA) and Aker Exploration, the Company has grown its resource base and organisation to a sizeable player. The development of the Ivar Aasen and the Johan Sverdrup field will further grow the company and bring it into a new league with regards to production volumes after 2019. The Company s ambition is to become the largest 37

independent oil & gas company on the NCS in terms of activity and production, and post 2020 the Company will be significantly closer to achieving this goal. Exploration has been the Company s core activity since its inception; over the last 10 years, it has been one of the largest mineral companies with respect to operated exploration drilling activity on the NCS. In addition to organic growth, the Company also continuously assesses potential acquisitions on the NCS which offer access to high quality assets and potential upside that is in line with the Company s strategies. If deemed beneficial to achieve the Company s overall strategies and objectives, the Company may also from time to time reduce its ownerships interest in certain licenses or enter into farm-down arrangements. The Company believes there are significant remaining resources to be discovered on the NCS and views in particular the North Sea and the Barents Sea as prospective exploration areas going forward, where the Company will play an active in role in future licensing rounds. The Company reached an important milestone when the Jette started production in May 2013, which was the first oil produced by the Company as operator. Ivar Aasen will be the next building block in the Company s history and development as a producing operator, and will further build the Company s skills, competence and experience within these important areas of expertise. Significant recruitments have been done and more is underway to enable the Company to deliver Ivar Aasen on schedule in 2016, and to start up the production from the field in Q4 2016. The Company s vision is to always move forward to create value on the NCS. This will be achieved through exploration, development and production. Values The Company has four main values: to be responsible by putting safety first and to strive to create the highest possible value for Shareholders and for society; to be enquiring, by being curious and aiming for the for new and better solutions; to be reliable, by building trust and a good reputation through reliability and consistent behaviour; and to be committed, by always being committed to each other, the Company and society. Strengths Strong asset base and cash flow from growing production The Company has a robust resource base, certified by AGR in accordance with regulations from Society of Petroleum Engineers. AGR has as of 31 December 2013 certified the Company s fourteen most material assets, classifying 8 as reserves (4 as producing assets, 4 as approved for development) and 6 as contingent resources (development pending). Total P90 and P50 reserves amount to, respectively, 48.5 million boe and 65.8 million boe. Johan Sverdrup constitutes a significant share of total contingent resources in the development planning phase. Due to the sensitivity surrounding the unitisation process on Johan Sverdrup (further described in section 6.5 ( Business overview Key Assets )), the Company has chosen not to give any information regarding recoverable volumes from PL265 and PL502 Johan Sverdrup in the Annual Statement of Reserves 2013. Excluding the 20% share in PL265 and 22.22% in PL502 of Johan Sverdrup, the Development Pending resource estimate ranges from 54 to 100 million boe recoverable. The Company will gain a significant cash flow following start-up on Johan Sverdrup. Strong Norwegian foothold and relationships The Company, as a pure Norwegian domicile company, has strong relationships to and experience with the Norwegian oil industry, including authorities, oil service suppliers, government and other key stakeholders. The majority of the Company s employees come from other key Norwegian players such as Statoil, Hydro and Saga, as well as from the political environment. Excellent knowledge of the Norwegian regulations, tax systems and NORSOK standard provides the Company with strong basis for safe operations and conducting business. Dynamic and entrepreneurial company Despite the Company s rapid development over the last few years, it has managed to maintain its informal and cooperative culture with high degree of loyalty and pride. The Company consists of a good mix of younger talent and experienced people, and decision making is fast and un-bureaucratic. Visible leaders that are hands-on and operationally involved create a flat structure with a high degree of openness, cooperation and informality. 38

Ownership structure Through Aker ASA's approximately 49.99% indirect ownership in the Company, the Company is backed by a long term industrial owner with a strong balance sheet, and a strategy of supporting the Company with their pro-rata share of capital requirements going forward trough the planned development of Johan Sverdrup. Following the discovery of Johan Sverdrup, the Company has become one of the most valuable investments for the Aker group. 6.3 History and Development 2001... Pertra AS was founded by Petroleum Geo-Services (PGS) ASA as an E&P company with focus to exploit the potential of young petroleum resources on the NCS. The potential benefits of collaboration between Pertra and PGS were the main argument for establishment. Pertra was approved as a license holder and operator on the Norwegian continental shelf in February 2002, being the first Norwegian newcomer on the NCS over the last ten years. 2002... Pertra acquired license shares in PL038 which contains the Company s producing Varg field. Petra was the operator of Varg until 2005 with very good results. Pertra s work with Varg has often been described as a success story within the Norwegian oil history. 2005... PGS sold Pertra to Talisman Energy. Soon after, the management team in Pertra established a new company, Pertra Management. The new company negotiated a contract with Talisman Energy for the purchase of some of the assets Talisman had acquired from Pertra s former owner. The result was the basis for the establishment of a new E&P company in Trondheim. New Pertra was now established, with financial support from local investors. 2006... The new Pertra was listed on the Oslo Stock Exchange as Pertra ASA, with the founders ambition to gradually build a fully-fledged Norwegian E&P company on the NCS. 2007-2008... Pertra merged with the Norwegian arm of DNO, which was organised through the company NOIL Energy. DNO changed its name to DNO International, while Pertra, as the surviving entity of the merger, changed its name to Det norske oljeselskap ASA, or simply Det norske colloquially. The two companies were formally merged in 2008. In the same year, the Company discovered Draupne, later renamed to Ivar Aasen. Det norske is the operator and holds an ownership interest of 34.7862% in the unit comprising the Ivar Aasen and West Cable deposits. 2009... A merger with Aker Exploration, an E&P company established by the Aker group in 2006, was formally approved in October 2009 with Aker Exploration as the surviving entity. The name of the merged company remained Det norske oljeselskap ASA. Aker ASA became the Company s largest Shareholder with an ownership interest of around 40%. Aker ASA has later increased its ownership stake in the Company and currently holds 49.99% of the shares in the Company. 2010... High level of exploration activities. The Company participates in 15 wells, of which nine as operator. The Company conducts its first production test on the Ivar Aasen field with very positive results. 2011... The Company participated in the significant discovery made by Statoil, at that time called Aldous Major, later to be known as part of Johan Sverdrup. The Company has 20% ownership interest in PL 265. 2012... The Company submits PDO for the Ivar Aasen field to the Ministry of Petroleum and Energy. This is the Company s first major development as operator. 2013... With start-up of production on Jette, the Company becomes a fully-fledged oil company with activities in the entire chain of value creation; exploration, development and production. 2014... The Company entered into an agreement to acquire all outstanding shares in Marathon Norway. Following completion, the Company will have a diversified asset base to support further growth. 6.4 Production Licenses and the Process of Awarding Them The Company operates in the petroleum industry as an explorer and producer of petroleum resources on the NCS. A production license, also called a license, is a permit or a right to engage in exploration for petroleum resources and subsequent production on the NCS. The license is limited to a specified geographical area on the NCS and to a specified time period. The licenses are awarded by the authorities, represented by the MPE, to one or more qualified oil companies. 39

There are two types of licensing rounds on the Norwegian Continental Shelf; Awards in Predefined Areas (so-called APA ) and awards in the ordinary licensing rounds. APA is an annual licensing round that comprises the mature parts of the continental shelf with known geology and good infrastructure. The ordinary licensing rounds comprise the less explored parts of the continental shelf. These rounds are normally held every second year. The license awarding system is further described in Section 10.4 Industry Overview Regulatory Framework on the Norwegian Continental Shelf. The production license regulates each company s rights and obligations towards the State. All partners in a license are jointly and severally responsible in fulfilling whatever obligations the production license assumes. Initially, the license is valid for a period of up to ten years. During this period, a pre-established work program will be completed in the form of geological and geophysical pre-studies and/or exploration drilling, plus environmental surveys. When awarding a production license, the authorities appoints a so-called operator in which is responsible for the day-to-day license operations. The collaboration between the oil companies in a license, including the relationship between the operator and the other licensees and the license partners relationship with the authorities, is regulated by agreements adopted by the authorities. Both the licensing system and the different agreements regulating the collaboration between the oil companies in a license (including unitisation of licenses) is further described in Section 10.4 Industry Overview Regulatory framework on the Norwegian Continental Shelf. The steering committee is the supreme authority in a production license. Each of the partners in the license is represented on the steering committee. The voting rules are normally designed so that a majority in terms of both interests and the number of votes is required for a decision to be valid. The authorities stipulate a working programme outlining certain obligations when awarding licenses, such as a requirement to acquire new seismic data or the drilling of wells. In practice, this means that the licensees must decide within a specific time period, often between one and three years, whether they wish to drill an exploration well. If they do not wish to drill, the production license lapses. The Company s current work obligations are described in Section 6.8 Business overview Conditions Relating to the Licenses while the work obligations of Marathon Norway are described in Section 8.6 Presentation of Marathon Norway Conditions Relating to the Licenses. The licensees can buy, sell and swap license interests, but this is conditional on the approval of the MPE, as well as by the MoF in matters relating to tax. 6.5 Key Assets Introduction The Company is active in all three main petroleum provinces on the NCS; the North Sea, the Norwegian Sea and the Barents Sea. The table below sets out the Company s key licenses: Field License Interest Operator Phase Jette (unitised) (1) PL027 D, PL169 C, PL504 100%, 50% and The Company Production 47.593% (70% in the unit) Atla PL102 C 10% Total E&P Norge AS Production Jotun (unitised) PL103 B 70% (7% in the unit) ExxonMobil E&P Norway AS Production Varg PL038 5% Talisman Energy Norge AS Production Enoch (unitised) PL048 D 10% (2% in the unit) Talisman Energy Norge AS Production Johan Sverdrup Ivar Aasen (unitised) (2) PL265, PL502 (to be unitised) PL001 B, PL242, PL457 and PL338(2) 20% and 22.22% Statoil Petroleum AS (unit operator to be decided) Development 34.7862% The Company Development PL028 B 35% Gina Krog (unitised) PL029 B 20% (3.3% in the unit) Statoil Petroleum AS Development (1) Unitisation of licenses is further described in section 10.4 below ( Industry Overview Regulatory framework on the Norwegian Continental Shelf ). (2) Unit agreement entered into subject to approval by MPE. 40

Producing Licenses In 2013, the Company was a licensee in five producing fields. The main producing assets are Jette unit (70%, operator), Atla (10%, partner) and Varg (5%, partner). In addition, the Company participated in Jotun unit (7%) and Glitne (10%). In February 2013, the Company concluded its production on the Glitne field, nine years after production was scheduled to close down. When the production on the Glitne field ended on 24 February 2013, the field had produced 56 million boe, twice the original estimate. The Company also holds an interest in the Enoch field, which has been shut in for a longer period and is expected to resume production during the summer of 2014. The total production in 2013 was 1,629,115 boe. The average daily production was 4,463 boepd. In 2013, the Company s oil was sold at an average price of USD 109 per barrel. Total production in the first quarter of 2014 was 260,569 boe. This corresponds to 2,895 boepd. The average realised oil price the first quarter in 2014 was USD 107 per barrel, while gas revenues were recognised at market value of NOK 2.3 per standard cubic metre (Sm 3 ). Below is an overview of the Company s oil and gas production for the preceding 12 months. Jette (PL027 D, PL169 C, PL504) The start-up of production at the Jette in May 2013 represented a milestone for the Company as this was the first oil produced by the Company as operator. The Jette unit increased the Company s production by more than 250% from April to May 2013. Total production in 2013 amounted to 979,138 boe. Jette is an oil field in the central part of the North Sea in a water depth of 127 meters. The reservoir consists of a submarine fan system in the Heimdal Formation of Late Palaeocene age, and lies at a depth of approximately 2 200 meters. The field has been developed with a subsea installation tied back to the Jotun B platform (as further described under the Jotun section below). A number of modifications to Jotun B, in addition to minor modifications on Jotun A, were required in order to tie the two fields together. The chosen development concept enables future tie-up to additional wells. The well stream from Jette is mixed with the well stream from Jotun on Jotun B, and transported to Jotun A for further processing, storage and export. As a measure to optimise production planning and follow-up, the Company is continuously working to update the reservoir and well models. In the most recently updated certification of the reserves, it is assumed that the field contains about 5 million boe. The production from Jette has, as expected, continued to decline in 2014 compared to 2013. The two producing wells are located close to the oil water contact and there is uncertainty related to how fast the water cut will increase. The Company s most recent estimate for ultimate recoverable reserves from the field is 3.3 million boe (100%) based on production until the end of 2017. The Company s interest in the Jette unit is 70% while Petoro AS holds the remaining 30% interest. Atla (PL102 C) Atla is an oil field in the central part of the North Sea in a water depth of 119 meters. The reservoir contains gas/condensate in sandstones in the Brent Group of Middle Jurassic age at a depth of about 2,700 meters. The field 41

produces with a subsea installation tied back to the existing pipeline between the Heimdal and Skirne fields. Production started a mere two years after the discovery in October 2010. The Company s share of the production amounted to 429,436 boe in 2013. It is estimated that the field will continue to produce until 2017. The Company holds a 10% interest in the license. Total E&P Norge AS is the operator holding a 40% interest while Petoro AS holds a 30% interest and Lotos Exploration and Production Norge AS each holds a 20% interest. Jotun (PL027 B, PL103 B) Jotun is an oil field located in the central part of the North Sea in a water depth of approximately 126 meters. The Jotun unit comprises three structures; the easternmost structure has a small gas cap. The reservoirs consist of sandstones in the Heimdal Formation of Palaeocene age. The reservoirs, which consist of deposits of a submarine fan system, are at a depth of about 2,000 meters. To the west, the reservoir quality is good, while the shale content increases towards the east. The Jotun installations comprise of an FPSO (Jotun A) and a wellhead platform (Jotun B). Production commenced in 1999 and is now in the tail-end phase. However, after the Jette unit was tied back to Jotun in 2013, the lifetime of Jotun is extended. It is now expected that the field will continue to produce until 2021. However, due to the new prognosis for the existing Jette wells that shows significant lower production than previous assessments, Jotun is actively seeking third party volume opportunities. The Company s interest in the unit is 7%. The operator is ExxonMobil E&P Norway with a 45% interest. The other licensees are Dana Petroleum Norway which holds a 45% interest and Faroe Petroleum Norge with its 3% interest. The Company s share of the total production at Jotun amounted to 69,563 boe in 2013. Varg (PL038) The Varg field is an oil field located in the central part of the North Sea at a water depth of 84 meters. The reservoir is in Upper Jurassic sandstones at a depth of approximately 2,700 meters. The structure is segmented and includes several isolated compartments with varying reservoir properties. Varg is developed with a wellhead platform (Varg A) and an FPSO (Petrojarl Varg). Varg A is normally unmanned. The wellhead platform and the FPSO are connected through flexible pipelines for oil production, water and gas injection and umbilical for power supply and control. The oil is offloaded from the FPSO to shuttle tankers via a discharging system located aft on the FPSO. All gas is re-injected into the reservoir. After 15 years of producing oil, gas production was started in 2013, which has contributed to extend the lifetime for the Varg facilities. The gas to be produced is more than the 1 billion Sm 3 of gas that has been injected into the reservoir since the start up in 1998. Snømus (PL 672) and Oter (PL038 E) are being evaluated as possible tie-in and drilling candidate. The Company s share of production in 2013 amounted to 147,108 boe. It is estimated that the field will continue to produce until 2015. The Company holds a 5% interest in the license, while the operator Talisman Energy Norge holds 65%. The remaining 30% is held by Petoro AS. Enoch (PL048 D) Enoch is an oil field located in the middle part of the North Sea on the border between the NCS and the UKCS at a water depth of 112 meters. The reservoir contains oil in Palaeocene sandstones at a depth of approximately 2,100 meters and the reservoir quality is variable. Production started in 2007. The field is developed with a subsea well tied to the British Brae field. The oil is processed on Brae A and exported through the Forties pipeline system to the UK. Due to technical problems, the field has not produced since Q1 2012. On-going commercial negotiations regarding Enoch have not been completed, and the license awaits results from the negotiation before any estimate can be given as to whether or when production will start up on Enoch. The Enoch field is unitised, the Norwegian section constituting 20% and the UK section constituting 80%. Of the 20% located on the NCS, the Company holds a 10% interest corresponding to 2% of the unitised field. Other licensees in Enoch is Talisman North Energy Limited as the operator (24% interest in the unitised field), Dana Petroleum Limited (20.8%), Dyas UK Limited (14%), Roc Oil (GB) Limited (12%), Statoil Petroleum AS (11.78%), Endavour Energy Limited (8%), Noreco Norway AS (4.36%), Faroe Petroleum Norge AS (1.86%) and Talisman LNS Limited (1.2% interest). Development Projects Ivar Aasen (PL001B, PL028B, PL242, PL338, PL457) The Ivar Aasen is an oil field situated west of the Johan Sverdrup field in the North Sea at a water depth of 110 meters. The reservoir consists of shallow marine sandstones in the Hugin Formation and fluvial sandstones in the Sleipner and 42

Skagerrak Formations. The reservoir contains oil at a depth of approx. 2,400 meters. Parts of the reservoir have an overlying gas cap. Ivar Aasen is the Company s first major development project as operator. The PDO was approved in June 2013 and the Company is currently working to implement the project according to plan, schedule and costs, and without HSE-incidents. The Company s target for production of first oil is in the fourth quarter of 2016 and the anticipated economic life is 20 years, depending on oil price and production trend. At the end of 2013, the Ivar Aasen field had certified 2P reserves of 158 million boe excluding PL457. The Company s estimates has been updated as a result of the inclusion of volumes from PL457 and PL338, as well as positive results from well 16/1-16 in PL457 and ocean-bed seismic (OBS) processed in conjunction with an updated drainage strategy submitted to the Ministry of Petroleum and Energy in conjunction with entering into a unit agreement with the licensees in PL 338 and PL 457 in respect of the Ivar Aasen and West Cable reservoirs. The Company s current estimates is that gross proven and probable (P50) reserves for the Ivar Aasen development (including Hanz) are about 210 million barrels of oil equivalents (mmboe), an increase of approximately 35 percent compared to end 2013 P50 reserves. Net to Det norske, this amounts to about 74 mmboe. The Ivar Aasen development includes production of the reserves from two other accumulations; Hanz (PL 028B) and West Cable (PL 001B and PL 242). The approved PDO sets out that Ivar Aasen and West Cable will be developed in the first phase and Hanz in the second phase. The Ivar Aasen and West Cable reservoirs will be developed with a manned production platform located above the Ivar Aasen reservoir and with a planned subsea installation on Hanz tied to the Ivar Aasen platform by means of a flow line and umbilical system. West Cable will be drained through a well drilled from the Ivar Aasen platform. Following orders issued by the authorities, the development of Ivar Aasen is coordinated with the adjacent Edvard Grieg field, which will receive partially processed oil and gas from the Ivar Aasen field for further processing and export. The Edvard Grieg platform will also provide the Ivar Aasen platform with gas lift and electricity. The Ivar Aasen platform is electrified from the start-up. The total investment in the project is estimated at NOK 24.7 billion (real 2012 value). On 30 June 2014 an unitisation agreement for Ivar Aasen and West Cable was entered into with the licensees in PL457 and PL338. The unit agreement is subject to approval by MPE. A commercial solution for Hanz is likely to be entered into in connection with a final decision on when to initiate Hanz production. Following completion of the unitisation agreement and the swap agreements with E.ON and Spike Exploration respectively (as further described in section 6.6 below), the Company s interest in the unitised Ivar Aasen and West Cable is 34.7862%. The other licensees are Statoil Petroleum AS, Bayerngas Norge AS, Wintershall Norge AS, VNG Norge AS, Lundin Norway AS and OMV (Norge) AS. Gina Krog (PL029 B) Gina Krog, formerly known as Dagny, in an oil field discovered in 1974. The reservoir contains oil and gas in Middle Jurassic sandstones in the Hugin Formation. The reservoir lies at a depth of about 3,700 metres. The field is located in the middle of the North Sea 250 kilometres west of Stavanger and 30 kilometres northwest of the Sleipner A installation, with a water depth of 110 to 120 meters. The development solution for Gina Krog is a new steel platform and a storage vessel for oil with a capacity of 850,000 barrels. Drilling is planned using a jack-up rig. Oil will be transported by tankers via offshore loading (FSU). The rich gas will be transported to Sleipner for processing and onto Gassled for export. Condensate and NGL will be exported to Kårstø, in Norway. The PDO for Gina Krog was approved in May 2013. The first oil is scheduled for first quarter 2017 and the field is expected to be in production until 2037. The field is unitised, and the Company has entered into an agreement that provides it with a 3.3% interest in the unitised field. The operator Statoil Petroleum AS holds a 58.7% interest and Total E&P Norge the remaining 38%. Early Stage Development Projects Johan Sverdrup (PL265, PL502) Johan Sverdrup is one of the largest fields on the NCS located on the Utsira High in the middle of the North Sea at a water depth of 110 meters. The field reservoir is made of lower Cretaceous/Jurassic age high porosity and permeability sandstones. It is a four-way dip closure located at a depth of 1,900 meters. Production start is anticipated in late 2019 and is expected to continue for 50 years. The properties of the reservoir have been thoroughly documented through production tests in several wells. The field s coarse grain size entails large pores and exceptional flow properties. The recovery rate of the field is expected to be high. Tests confirm that the quality of the reservoir is also world class with high porosity, often exceeding 30 per cent. Through a 48/64-inch nozzle, the test well produced with a maximum rate of almost 6,000 boepd, and with hardly any pressure drop. 43

The estimate of recoverable resources for the Johan Sverdrup field is between 1,800 and 2,900 million boe. The field will be developed in several phases. The first phase is forecast to have a production capacity of between 315,000 and 380,000 boepd. Pre-drilling of wells will contribute to a rapid production ramp-up. More than 70 per cent of the total resources in the field can be produced with the facilities installed in the first phase. The second phase is estimated to be in operation in 2022. An appraisal programme has been carried out in the central parts of the field providing good understanding of the field, and hence, serves as a good starting point for field development concept selection, construction and production. The work leading up to an investment decision and submittal of PDO is led by Statoil Petroleum AS. The PDO is scheduled submitted in the first quarter of 2015. The field centre in the first phase will consist of a processing platform, drilling platform, riser platform and living quarters, and has been designed so as to facilitate capacity for future development. The platforms will be installed on steel jackets linked by bridges. Future development phases shall ensure good utilisation of the areas that constitute the field. For future phases, a number of concept selection decisions will be made before the final field development concept is in place. Fully developed, the field is anticipated to reach a plateau production of 550,000 to 650,000 boepd from the entire field. It is estimated that Johan Sverdrup will produce past the year 2050. The export solution for oil and gas from Johan Sverdrup is transportation to shore via dedicated pipelines. The oil will be transported to the Mongstad terminal in the county of Hordaland. The gas will be transported via the Statpipe system to Kårstø in the county of Rogaland for processing and onward transportation. The current plan is that the first phase will be supplied with power from shore, with a converter at Kårstø supplying direct current to a converter on the riser platform. Investment in the first phase is estimated at between NOK 100 and 120 billion at gross levels which includes the entire field centre, wells, export of oil and gas, and power supply. The estimate also includes contingencies and allowances for market adjustments. Johan Sverdrup comprises of production licenses PL265, PL501 and PL502. The Company holds a 20% interest in PL265 and a 22.22% interest in PL502. As the field extends across several licenses, the field will be unitised. The distribution of ownership interests in the field will be resolved by negotiation. The negotiations will comprise the establishment of a unit for the development and operation of the field, with governing body and voting rules. The negotiations have started as a round table discussion between all the licensees in PL265, PL501 and PL502. The negotiations are still in an early phase and are expected to be concluded early 2015, in conjunction with submittal of the PDO. Frøy (PL364) Frøy was in production from 1995 to 2001, Elf being the operator and field shut in due to low oil prices. The licensees have worked on getting the field redeveloped. In 2008, a PDO was submitted, but had to be postponed due to the financial crisis. Through 2010 the Frøy group matured alternative concepts to establish a more robust concept featuring a leased field centre (FPSO/JUDPSO) combined with a WHP. The goal was to deliver an updated PDO. During spring 2011 the work on preparing an updated Frøy PDO was put aside. The PL364 group is now pursuing collaboration with other licensees and license groups in order to develop a joint oil area hub or tie-in to Alvheim. Company holds a 50% share in Frøy. Expected production from this field alone could add to Company a production of 20,000 boepd. Frigg Gamma Delta (PL442) The discovery of oil in East Frigg Delta (PL442) through well 25/2-17 is being evaluated by the operator Statoil and includes re-evaluation of the Epsilon prospect and the Oligocene Dalton discovery. PL460 contains a discovery and prospects that could be relevant for a Frøy redevelopment. Tie-in to Alvheim or joint development with PL364 and/or PL442 is considered as possibilities. Discoveries During 2013, the Company made discoveries both in the Barents Sea and in the North Sea. The Company announced that these discoveries increased the Company s resources above the target for the year. The majority of the increase in resources was due to the Gohta (PL492) and the Askja (PL272) discoveries. Both discoveries are assumed to have commercial potential, however no field development planning has yet taken place. Gohta (PL492) The Company s most exciting discovery in 2013 was made in the Gohta prospect, in license PL492 in the Barents Sea. In the Company s opinion, the Gohta discovery confirms a new exploration model that could have a positive ripple effect for exploration in the Barents Sea. The preliminary estimates provided by the operator indicate volumes between 113 and 44

239 million boe. The drilling of appraisal well 7120/1-4S in PL492 started in May 2014 and preparations for testing of the well is ongoing. The Company s interest in PL492 is 40%, the other licensees are Lundin Norway as operator with 40% interest and Norwegian Energy Company ASA with a 20% interest. Askja (PL272) In PL272 in the North Sea, the Company participated in two discoveries in the Askja West and Askja East prospects in 2013. In Askja West, a 90-metre gas column was encountered, while a 40-metre net oil column was found in Askja East. A preliminary estimate of the Askja discoveries indicates the presence of between 19 and 44 million boe. Askja is located adjacent to the Krafla discovery made in 2011. The Askja and Krafla discoveries combined have potential of recoverable resources of between 69 and 124 million boe. The Company s interest in license PL272 is 25%, the other licensees are Statoil Petroleum AS as operator with a 50% interest and Svenska Petroleum Exploration with a 25% interest in the license. Krafla (PL035 and PL272) The Krafla discoveries (wells 30/11-8S and 30/11-8A) are located in the northern part of the North Sea, between the Oseberg and Frigg fields. The water depth is 108 meters. Krafla is divided into two structures; the Krafla Main drilled by well 30/11-8S and Krafla West drilled by well 30/11-8A; both discovered in 2011. Several contacts and varying fluids characterize Krafla. In Krafla Main, free oil was found in the Upper/Middle Tarbert Formation and free gas was found in the Ness Formation below. In Krafla West free oil was found in the lower Heather Formation and free gas was found in the Tarbert Formation below. For most zones, an oil-down-to or gas-down-to situation exists. The Krafla project is in the concept selection phase, and the current schedule implies DG2 in 2015. The Company s interest in license PL035 and PL272 is 25%. The other licensees are Statoil Petroleum AS as operator with a 50% interest and Svenska Petroleum Exploration with a 25% interest in the license. 45

Below is an overview of the discoveries the Company has participated in. With the discoveries in the Company s current asset portfolio, it is expected that commercial activity will have duration past the year 2050. Exploration Activity In 2013, the Company participated in a total of 14 exploration and appraisal wells. In nine of these hydrocarbons were proved, five of the wells were dry. An extensive appraisal programme has been carried out in 2013 on Johan Sverdrup. The programme focused on the western and southern parts of the field, with the goal of mapping the extent and quality of the discovery. Completed wells for the Company in the first quarter of 2014 are Langlitinden (PL659), Trell (PL102F), Gotama (PL492) and Geitungen appraisal (PL265). The drilling of the exploration well on Langlitinden and Trell started in 2013. The Company will participate in approximately 9 wells in 2014 (including Langlitinden and Trell). Langlitinden (PL659) In February 2014, the Company announced that the exploration well on the Langlitinden prospect located in the Barents Sea encountered an oil bearing channel sand of Triassic age. Movable hydrocarbons were proved in the main targets for the well, but a mini-drillstem test proved poor reservoir properties. The Company is in the opinion that the volumes proven are, as of today, insufficient to justify a field development. The Company is operator for the license with a 10% interest. The other licensees are Lundin Norway AS (20%) Tullow Oil Norge AS (15%), Rocksource Exploration Norway AS (5%), Petoro AS (30%) and Atlantic Petroleum Norge AS (10%). Trell (PL102F) In February 2014, the Company announced that the exploration well on the Trell prospect located in the North Sea, encountered a gross oil column of 21 metres in the Heimdal formation. Basic data acquisition and sampling indicate very good production properties, in line with expectations. Preliminary estimates indicate between 0.5 and 2.0 million 46

standard cubic metres (Sm 3 ) of recoverable oil. The licensees will evaluate the discovery together with other nearby prospects and consider further follow-up. The Company s interest in PL102F is 10%, the other licensees are Total E&P Norge AS (operator, 40%), Petoro AS (30%), Lotos Exploration and Production Norge AS (10%) and Ithaca Petroleum Norge AS (10%). Gotama (PL550) In May 2014, the Company announced that the exploration well on the Gotama prospect, located in the North Sea, did not encounter reservoir quality sandstones in the Upper Jurassic main target. The well encountered reservoir quality sandstone in secondary targets, but these were water wet. The well is classified as a dry-hole. There are no firm plans for further drilling on the license. The Company s interest in PL550 is 10%. The other licensees are Tullow Oil Norge AS as operator with an 80% interest and VNG Norge AS with a 10% interest. Geitungen appraisal (PL265) The Geitungen appraisal well was drilled in early 2014 in PL265 on the northern margin of the Johan Sverdrup field. The well encountered six metres gross oil-bearing sandstone of medium to good quality assumed to constitute part of the Statfjord Group. The license partners decided to drill a 1,000 metre side-track well towards the southwest in order to clarify the northern extent of the sandstones of the Draupne Formation, constituting the main reservoir on Johan Sverdrup. Here, a 12 metre gross oil-bearing sandstone/siltstone interval of medium good reservoir development was encountered in the Draupne formation. The Company s interest in PL265 is 20%, the other licensees are Statoil as operator has a 40% interest, Petoro AS a 30% interest and Lundin Norway AS 10% interest. Terne (PL558) The 6507/5-7 exploration well on the Terne prospect in PL558 in the Norwegian Sea was drilled in June 2014. The well did not encounter hydrocarbons and was classified as dry. The Company is partner in the license with a 10%, following a farm-down agreement with Petrolia Norge AS according to which Petrolia Norge AS is entitled to a 10% interest and obligated to carry most of the Company s drilling costs. The farm down agreement is subject to approval by the authorities. The well was drilled by the Borgland Dolphin rig. PL 558 is operated by E.ON E&P Norge AS (30 per cent equity). Other partners are PGNIG Upstream International (30 per cent), Petrolia Norway AS (10 per cent equity*) and Petoro AS (20 per cent equity). The table below sets out the Company s historical exploration activity from 2010 to 2013 in the North Sea, the Barents Sea and the Norwegian Sea. License Prospect Interest Drilling operator Type Area Content 2010 PL 001B Ivar Aasen 35 % Det norske oljeselskap ASA Appraisal North Sea Oil/Gas PL 028 S Balder Trias 40 % ExxonMobil E&P Norway AS Wildcat North Sea Dry PL 332 Optimus 40 % Talisman Energy Norge AS Wildcat North Sea Dry PL 460 Storklakken 100 % Det norske oljeselskap ASA Wildcat North Sea Oil PL 337 Storkollen 45 % Det norske oljeselskap ASA Wildcat North Sea Dry PL 408 Storkinn 100 % Det norske oljeselskap ASA Wildcat North Sea Dry PL 038 D Grevling 30 % Talisman Energy Norge AS Appraisal North Sea Oil PL 341 Stirby 30 % Det norske oljeselskap ASA Wildcat North Sea Dry PL 102 C Atla 10 % Total E&P Norge AS Wildcat North Sea Gas/ Condensate PL 392 Dalsnuten 10 % A/S Norske Shell Wildcat Norwegian Sea Dry PL 468 Dovregubben 95 % Det norske oljeselskap AS Wildcat Norwegian Sea Dry 2011 PL 522 Gullris 10 % BG Norge AS Wildcat Norwegian Sea Dry PL 535 Norvarg 20 % Total E&P Norge AS Wildcat Barents Sea Gas PL 035 Krafla 25 % Statoil Petroleum AS Wildcat North Sea Oil 47

PL 035 Krafla West 25 % Statoil Petroleum AS Wildcat North Sea Oil/Gas/ Condensate PL 438 Skalle 10 % Lundin Norway AS Wildcat Barents Sea Gas PL 482 Skaugumsåsen 65 % Det norske oljeselskap ASA Wildcat Norwegian Sea Oil/Gas PL 416 Breiflabb 15 % E.ON Ruhrgas Norge AS Wildcat North Sea Dry PL 265 Johan Sverdrup (Aldous Major South) 20 % Statoil ASA Wildcat North Sea Oil PL 265 Johan Sverdrup (Aldous Major North) 20 % Statoil ASA Appraisal North Sea Oil PL 265 Johan Sverdrup (Aldous Major South) 20 % Statoil ASA Appraisal North Sea Oil 2012 PL 450 Storebjørn 60 % Det norske oljeselskap ASA Wildcat North Sea Dry PL 440 S Clapton 10 % Faroe Petroleum Norge AS Wildcat North Sea Dry PL 414 Kalvklumpen 40 % Det norske oljeselskap ASA Wildcat North Sea Dry PL 356 Ulvetanna 60 % Det norske oljeselskap ASA Wildcat North Sea Dry PL 265 Johan Sverdrup (Geitungen) 20 % Statoil ASA Appraisal North Sea Oil PL 554 Garantiana 20 % Total E&P Norge AS Wildcat North Sea Oil PL 554 Garantiana (Sidetrack) 20 % Total E&P Norge AS Appraisal North Sea Oil PL 533 Salina 20 % Eni Norge AS Wildcat Barents Sea Gas/ Condensate PL 497 Geite 35 % Det norske oljeselskap ASA Wildcat North Sea Dry PL 265 Johan Sverdrup (Espevær) 20 % Statoil Petroleum AS Appraisal North Sea Oil PL 568 Isbjørn 20 % Talisman Energy Norge AS Wildcat North Sea Dry PL 265 Johan Sverdrup (Kvitsøy) 20 % Statoil Petroleum AS Appraisal North Sea Oil 2013 PL 453 S Ogna 25 % Lundin Norway AS Wildcat North Sea Dry PL 502 Johan Sverdrup 22.22 % Statoil Petroleum AS Wildcat North Sea Dry PL 531 Darwin 10 % Repsol Exploration Norge AS Appraisal Barents Sea Dry PL 265 Johan Sverdrup 20 % Statoil Petroleum AS Wildcat North Sea Oil PL 535 Norvarg 10 % Total E&P Norge AS Appraisal Barents Sea Gas PL 265 Johan Sverdrup 20 % Statoil Petroleum AS Appraisal North Sea Dry PL 542 Augunshaug 60 % Det norske oljeselskap ASA Wildcat North Sea Dry PL 265 Johan Sverdrup (Cliffhanger North) 20 % Statoil Petroleum AS Wildcat North Sea Oil PL 551 Mantra/Kuro 20 % Tullow Oil Norge AS Wildcat North Sea Dry PL 492 Gohta 40 % Lundin Norway AS Wildcat Barents Sea Oil PL 102C Trell 10 % Total E&P Norge AS Wildcat North Sea Oil PL 659 Langlitind 30 % Det norske oljeselskap ASA Wildcat Barents Sea Oil (Non-commercial) PL 272 Askja West/East 25 % Statoil Petroleum AS Wildcat North Sea Oil/Gas PL 272 Askja West/East 25 % Statoil Petroleum AS Wildcat North Sea Oil/Gas 48

The table below sets out the Company s planned activity for 2014, including the Johan Sverdrup appraisal well drilled (Geitungen) in the first quarter of 2014: The licenses considered to be of largest importance to the Company s future profitability are PL265 containing the Johan Sverdrup field, PL001B/PL457 containing the Ivar Aasen field and the Alvheim licenses to be acquired upon completion of the Transaction. The Company s profitability is dependent on these licenses. 6.6 License Portfolio, Reserves and Resources Overview As of the end of the first quarter of 2014, the Company operates 28 licenses and is partner in an additional 51 licenses. The list below shows 79 licenses, where the Company operates 28 and is partner in 51. This is because some of the licenses have various partnerships divided between production and exploration. For example the Jette unit covers three licenses that is carved out from PL027 D, PL169 C and PL504 as a production unit (the Company has a 70% interest while Petoro has 30%). The same three licenses are also listed as exploration licenses where the Company participates with another working interest. The tables below sets out the Company s license portfolio in the North Sea, the Barents Sea and the Norwegian Sea respectively: North Sea License Field/prospect Interest Operator Expiry Phase Field (PL 027 D/169 C/504) Jette unit 70 % Det norske Prod. PL 001B Ivar Aasen 35 % Det norske 31.12.2036 Dev. PL 026 B Langfjellet 62.13 % Det norske 23.05.2025 Expl. PL 027 D Eitri, Iving 100 % Det norske 01.03.2021 Expl. PL 027 ES Eitri, Iving 40 % Det norske 23.05.2015 Expl. PL 028 B Hanz 35 % Det norske 31.12.2036 Expl. PL 103 B Brandhaug 70 % Det norske 01.03.2021 Expl. PL 504 Brandhaug 47.593 % Det norske 01.03.2021 Expl. 49

PL 504 BS Brandhaug 83.571 % Det norske 23.01.2015 Expl. PL 504 CS Brandhaug 21.814 % Det norske 23.01.2015 Expl. PL 169 C Jette øst 50 % Det norske 01.03.2030 Expl. PL 242 West Cable 35 % Det norske 04.06.2036 Expl. PL 364 Frøy 50 % Det norske 06.01.2019 Expl. PL 460 Storklakken, Steingeita 100 % Det norske 01.03.2015 Expl. PL494 Heimdalshøe 30 % Det norske 23.07.2016 Expl. PL 494 B Heimdalshøe 30 % Det norske 23.07.2016 Expl. PL 494 C Heimdalshøe 30 % Det norske 23.07.2016 Expl. PL 549 S Kolsås 35 % Det norske 19.02.2020 Expl. PL 553 Kvitvola 40 % Det norske 19.02.2016 Expl. PL 573 S Odin, Frigg 35 % Det norske 04.02.2019 Expl. PL 626 Rovarkula 50 % Det norske 03.08.2019 Expl. PL 663 Skåla 30 % Det norske 08.02.2021 Expl. PL 677 Hyrokkin 60 % Det norske 08.02.2020 Expl. PL 724 Ymmelstind 40 % Det norske 07.02.2021 Expl. PL 748 Huva 40 % Det norske 07.02.2020 Expl. Field (PL 029 B/029 C/048/303) Gina Krog 3.3 % Statoil Dev. Field (027 B/103 B) Jotun unit 7 % ExxonMobil Prod. PL 019 C Kark 30 % Talisman 01.09.2018 Expl. PL 019 D Kark 30 % Talisman 01.09.2018 Expl. PL 029 B Freke 20 % Statoil 23.05.2015 Expl. PL 035 Krafla 25 % Statoil 14.11.2022 Expl. PL 035 C Krafla 25 % Statoil 14.11.2022 Expl. PL 272 Krafla 25 % Statoil 14.11.2022 Expl. PL 038 Varg 5 % Talisman 01.04.2021 Prod. PL 038 E Varg 5 % Talisman 07.02.2020 Prod. PL 038 D Grevling 30 % Talisman 01.04.2021 Expl. PL 048 B Glitne 10 % Statoil 15.07.2016 P&A PL 048 D Enoch 10 % Statoil 18.02.2018 Prod. PL 102 C Atla 10 % Total 01.03.2025 Prod. PL 102 D Angeya 10 % Total 01.03.2025 Expl. PL 102 F Trell 10 % Total 01.03.2025 Expl. PL 102 G Trell 10 % Total 01.03.2025 Expl. PL 265 Johan Sverdrup 20 % Statoil 27.01.2037 Dev. PL 502 Johan Sverdrup 22 % Statoil 23.01.2016 Dev. PL 362 Fulla 15 % BP 06.01.2016 Expl. PL 035 B Fulla 15 % Lotos 06.01.2016 Expl. PL 440 S Clapton 10 % Faroe 15.06.2013 Expl. PL 442 Gamma/Delta 20 % Centrica 15.12.2016 Expl. PL 550 Gotama 10 % Tullow 19.02.2016 Expl. PL 551 Mantra 20 % Tullow 19.02.2018 Expl. PL 554 Garantiana 20 % Total 19.02.2018 Expl. PL 554 B Garantiana 20 % Total 19.02.2016 Expl. PL 554 C Garantiana 20 % Total 19.02.2018 Expl. PL 567 Freki 40 % Premier 04.02.2020 Expl. PL 568 Isbjørn 20 % Talisman 04.02.2017 Expl. PL 571 Mannen/Havfruen 40 % Suncor 04.02.2017 Expl. 50

PL 574 Kolsås 10 % Statoil 04.02.2020 Expl. PL 619 Uranostind 30 % Total 03.02.2020 Expl. PL 627 Skirne East 20 % Total 03.02.2019 Expl. PL 667 Munken 30 % Total 08.02.2020 Expl. PL 672 Snømus 25 % Talisman 08.02.2018 Expl. PL 676 S Dama 20 % Faroe 08.02.2020 Expl. PL 678 BS Båtfjellet 25 % Wintershall 08.02.2020 Expl. PL 678 S Båtfjellet 25 % Wintershall 08.02.2020 Expl. PL 681 Kuro 16 % Tullow 08.02.2018 Expl. PL 730 Fannaråken 30 % E.ON 07.02.2022 Expl. Barents Sea License Field/prospect Interest Operator Expiry Phase PL 659 Langlitinden 20 % Det norske 03.02.2020 Expl. PL 709 Arenaria 40 % Det norske 21.06.2019 Expl. PL 715 Åtind 40 % Det norske 21.06.2019 Expl. PL 438 Komse 10 % Lundin 16.02.2015 Expl. PL 531 Darwin 10 % Repsol 15.05.2014 Expl. PL 492 Gohta 40 % Lundin 01.03.2015 Expl. PL 533 Salina 20 % Eni 15.05.2015 Expl. PL 535 Norvarg 10 % Total 15.05.2014 Expl. PL 535 B Norvarg 10 % Total 15.05.2014 Expl. PL 613 Fafner 35 % Dong 13.05.2017 Expl. PL 706 Eiketunet 20 % Shell 21.06.2018 Expl. Norwegian Sea License Field/prospect Interest Operator Expiry Phase PL 522 Balderbrå 10 % BG 15.05.2015 Expl. PL 558 Terne 20 % E.ON 19.02.2016 Expl. License Swap Agreements Swap agreement with Spike Exploration On 17 June 2014, the Company entered into an agreement with Spike Exploration for a swap of 10% of the Company s interest in license PL554/B/C containing the Garantiana oil discovery for a 20% interest in PL457 containing parts of the Ivar Aasen deposit. It is expected that the agreement will be closed in Q3 2014. PL457 is located adjacent and to the east of license PL001B on the Utsira High in the North Sea. Following drilling of the Asha discovery in late 2012 it was established that Ivar Aasen extends into license PL457. Unitisation discussions between the Ivar Aasen partners and the PL457 license partners are on-going. Licenses 554/B/C are located North East of the Visund field in the North Sea where drilling of the Garantiana-2 appraisal well is on-going. Upon completion of the swap agreement, the Company will hold a 20% interest in license PL457 and a 10% interest in license PL554/B/C. The transaction is subject to approval by the relevant authorities. 51

Swap agreement with E.ON E&P Norge AS On 26 June 2014, the Company entered into an agreement with E.ON E&P Norge AS (E.ON) to swap two exploration licenses plus a cash consideration for a 20% interest in PL457, containing parts of the Ivar Aasen deposit. PL457 is located adjacent and to the east of license 001B (Ivar Aasen) on the Utsira High in the North Sea. Upon completion of this transaction, E.ON will receive a 15% interest in PL613 in the Barents Sea and a 10% interest in PL676 S in the North Sea plus a cash consideration. Following drilling of the Asha discovery in late 2012 it was established that Ivar Aasen deposit extends into PL457. A unit agreement was entered into on 30 June 2014 between the licensees of the deposits Ivar Aasen (PL001 B, PL457 and PL338) and West Cable (PL001 B and PL242), subject to approval by the MPE. Below is an illustration of the Company s license portfolio. Reserves and Resources As of 31 December 2013, the Company has a working interest in eight fields containing reserves. Out of these, four are in the subclass On Production and four are in the sub-class Approved for Development. Please note that Varg has reserves in both On Production and in Justified for Development. Sub-class On Production : Varg 5% interest, operated by Talisman Jotun 7% interest, operated by ExxonMobil Atla 10% interest, operated by Total Jette 70% interest, operated by the Company Sub-class Approved for Development : Enoch 2% interest, operated by Talisman Ivar Aasen 34.7862% interest, operated by the Company Hanz - 35% interest, operated by the Company Gina Krog 3.3% interest, operated by Statoil Varg gas 5% interest, operated by Talisman 52

The Company s total net proven reserves (P90/1P) as of 31 December 2013 is estimated at 48.5 million boe. Total net proven plus probable reserves (P50/2P) are estimated at 65.8 million boe. The table below list the Company s 2013 year-end reserves. The table is based on the Annual Statement of Reserves 2013: On Production Interest 1P / P90 (low estimate) 2P / P50 (best estimate) Gross oil/cond Gross NGL Gross gas Gross oil equivalents Net oil equivalents Gross oil/cond Gross NGL Gross gas Gross oil equivalents Net oil equivalents As of 31.12.2013 % (million barrels) Mton (bcm) (million barrels) (million barrels) (million barrels) Mton (bcm) (million barrels) (million barrels) Glitne 10 % 0.00 0.00 0.00 0.00 Varg 5 % 1.43 1.43 0.07 2.42 2.42 0.12 Jotun Unit 7 % 3.29 3.29 0.23 3.57 3.57 0.25 Atla 10 % 0.57 0.61 4.38 0.44 0.77 0.95 6.77 0.68 Jette (moved from AfD) 70 % 0.77 0.77 0.54 3.24 3.24 2.27 Total 1.28 3.32 Approved for Development Interest 1P / P90 (low estimate) 2P / P50 (best estimate) Gross oil/cond Gross NGL Gross gas Gross oil equivalents Net oil equivalents Gross oil/cond Gross NGL Gross gas Gross oil equivalents Net oil equivalents As of 31.12.2013 % (million barrels) Mton (bcm) (million barrels) (million barrels) (million barrels) Mton (bcm) (million barrels) (million barrels) Enoch Unit 2 % 1.71 1.71 0.03 2.61 2.61 0.05 Jette (moved to OP) Ivar Aasen (moved from JfD) Gina Krog (moved from JfD) 70 % 0.00 0.00 0.00 0.00 35 % 84.46 0.87 3.87 119.25 41.74 115.49 1.06 4.67 157.56 55.15 3 % 80.79 2.48 8.49 163.82 5.41 104.79 3.15 11.33 213.67 7.05 Varg gas (moved from JfD) 5 % 0.04 0.04 0.15 1.48 0.07 0.23 0.10 0.39 3.88 0.19 Total 47.25 62.44 Justified for Development Interest 1P / P90 (low estimate) 2P / P50 (best estimate) Gross oil/cond Gross NGL Gross gas Gross oil equivalents Net oil equivalents Gross oil/cond Gross NGL Gross gas Gross oil equivalents Net oil equivalents As of 31.12.2013 % (million barrels) Mton (bcm) (million barrels) (million barrels) (million barrels) Mton (bcm) (million barrels) (million barrels) Ivar Aasen (moved to AfD) Gina Krog (moved to AfD) 35 % 0.00 0.00 0.00 0.00 3.3 % 0.00 0.00 0.00 0.00 Varg gas (moved to AfD) 5 % 0.00 0.00 0.00 0.00 Total 0.00 0.00 Total Reserves 31.12.2013 48.53 65.76 Total Reserves 31.12.2012 42.45 65.31 53

Changes from 2012 are summarised in the table below. The main reason for increased net proven total reserve estimate is increased Ivar Aasen reserves. Please note that the increased On production reserve estimate is because Jette has been updated from Approved for Development. Note also that the significantly increased Approved for Development reserve estimate is because all fields reported in Justified for Development in 2012 (Ivar Aasen, Gina Krog and Varg gas) have been upgraded. This is consequently also the reason for the reduced Justified for Development reserve estimates. Net attributed million barrels of oil equivalents (mmboe) In production Approved for Development Justified for Development Total 1P / P90 2P / P50 1P / P90 2P / P50 1P / P90 2P / P50 1P / P90 2P / P50 Balance as of 31.12.2012 0.92 1.60 2.72 4.53 38.81 59.17 42.45 65.31 Production -1.63-1.63 0.00 0.00 0.00 0.00-1.63-1.63 Acquisitions/disposals 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Extensions and discoveries 0.00 0.00 0.00 0.00 0.00 0.00 0.00 New developments 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Revisions of previous estimates 1.98 3.34 44.53 57.91-38.81-59.17 7.70 2.08 Balance as of 31.12.13 1.28 3.32 47.25 62.44 0.00 0.00 48.53 65.76 Delta 0.36 1.72 44.53 57.91 0.00 0.00 6.07 0.45 According to the Annual Statement Report 2013, the Company has interest in 23 discoveries/projects classified as contingent resources. Six of these are in the planning phase ( Development Pending ); PL364 Frøy (5% interest, operated by the Company), PL460 Storklakken (100% interest, operated by the Company), PL442 Frigg Gamma/Delta (20% interest, partner), PL 035B/362 Fulla (15% interest, partner), PL272/035 Krafla (25% interest, partner) and PL265/502 Johan Sverdrup (20%/ 22.2% interest, partner). Due to the unitisation process on Johan Sverdrup, there are not included any information on recoverable volumes from PL265 and PL502 Johan Sverdrup in the Annual Statement of Reserves 2013. Excluding the 20% share in PL265 and 22.22% in PL502 of Johan Sverdrup the Development Pending contingent resource estimate ranges from 54 to 100 million barrels of recoverable oil equivalents. All volumes within the reserve category (except for the minor Enoch Field) have been certified by an independent third party consultancy (AGR Petroleum Services AS). These are the producing fields Varg, Jotun, Atla, Jette and the still not developed fields Ivar Aasen and Gina Krog. The last report on reserves is the annual statement of reserves 2013 published in March 2013. The report corresponds to the Company s RNB (revised national budget) reporting for 2014 to the MPE. The Company s reports on reserves are available at the Company s web page at http://www.detnor.no/en/investor/reports/reserve-reports/. The Company s reserve and contingent resource volumes have been classified in accordance with the Society of Petroleum Engineers (SPE s) Petroleum Resources Management System. This classification system is consistent with Oslo Stock Exchange s requirements for the disclosure of hydrocarbon reserves and contingent resources. The framework is illustrated in the figure below: 54

Farm-in and Farm-Out As part of a continuous program to optimise its portfolio, the Company relinquishes exploration licenses, and farms in and out of licenses on a regular basis. A farm-in / farm-out involves a situation where the owner of a license transfers all or a portion of its interest in a license, or a part of its interest in the production from a license, to another company in return for the performance of some agreed upon action, e.g. to undertake exploration of a field, drill one or more wells or develop the field. Farm-in- / farm-out agreements are subject to approval of the MPE. Farm-in and farm-outs are mainly relevant for licenses in the exploration phase. In the fourth quarter of 2013, the Company entered into an agreement with Atlantic Petroleum Norge AS concerning the sale of a 10% interest in PL659 in the Barents Sea containing the Langlitinden prospect. The Company is the operator and holds a 20% interest in the license following the transaction. As compensation, Atlantic Petroleum carried part of the Company s drilling costs related to the exploration well. In the second quarter of 2014, the Company entered into an agreement with Petrolia Norway AS farming out of its 10% interest in PL558 containing the Terne prospect in the Norwegian Sea in return for a carry of 17.5% of the drilling costs relating to the exploration well. Terne is further described in section 6.5 above. 6.7 Material Contracts General Save for the share purchase agreement entered into for the purpose of the Transaction and agreements entered into with consultants and banks in this regard, as described in Section 7.1 The Transaction Overview and Principal Terms and the Underwriting Agreement described in Section 20.18 Terms of the Rights Issue the Underwriting, neither the Company nor its subsidiary has entered into any material contracts outside the ordinary course of business during the last two years. Below is a summary of the material contracts entered into by the Company in its ordinary course of business over the last two years. Agreements relating to development projects Ivar Aasen The Company is operator for the development of the Ivar Aasen field, and has in this respect entered into several important contracts on behalf of the relevant license groups. The Ivar Aasen platform deck will be built by SMOE in Singapore and Batam in Indonesia under an EPC contract. The work is scheduled for completion in the first six months of 2016. The total weight of the deck is around 15,000 tonnes (dry weight). The contract is an EPC contract based on standard NTK 07 with some modifications. Payment is based on lump sum for prelim, reimbursable engineering and procurement and unit rates for construction. The living quarters module for the Ivar Aasen platform will be built by Apply Leirvik in Stord. The module will have seven decks and a total deck space of 3,300 square metres. It will have 70 single cabins, a helicopter deck and control room. The living quarters will be constructed of aluminium. The contract is a so-called EPC contract (engineering, procurement and construction) based on standard NTK 07 with some modifications. Payment is lump sum including some provisional elements for procurement. The steel jacket will be constructed by Saipem at the yard in Arbatax in Sardinia. The jacket will have a height of 138 metres and be installed at a depth of 112 metres. Its total weight will be around 9,000 tonnes. The contract is an EPC contract based on standard NTK 07 with some modifications. Payment is lump sum. Saipem has also been contracted to carry out transport and installation. The contract ensures that the platform deck can be lifted onto the jacket at the right time. The steel jacket is scheduled installed during the first six months of 2015 and the platform deck is planned to be lifted into place in the course of the first six months of 2016. The contract is an EPCI contract based on standard NF modified for installation scope. Payment is lump sum. Aibel won the contract for the hook-up of the Ivar Aasen platform. The company is responsible for operational support, maintenance and modification assignments for the field. The offshore hook-up work is scheduled started in summer 2016. The contract is based on standard NTK 07 MOD. Payment is reimbursable. EMAS AMC will deliver and install pipelines for the Ivar Aasen field under an EPCI contract. The offshore installation activities are scheduled completed by 2016. The company will lay the subsea power cable which will be connected to the platform on the adjacent Edvard Grieg field. The contract is an EPCI contract based on standard NCS 05 with some modifications. Payment is lump sum. 55

Prosafe will procure that people have a place to stay during the work on Ivar Aasen. Safe Scandinavia will be used as flotel (or a comparable suitable flotel). A flotel is mobile floating living quarters. The contract is based on a standard drilling rig hire template and lump sum payment. Maersk Drilling is to drill the wells on Ivar Aasen with the XL Enhanced 2 jack-up rig. The rig is currently under construction in Singapore. Pre-drilling is scheduled to start following the installation of the platform jacket. Contract is based on a standard drilling rig hire template and hire is paid based on a daily rate. In addition, a contract for maintenance, modification and operation services (MMO) has been entered into with Aibel AS. The contract is based on standard NTK 07 MOD with a call off mechanism. The compensation format will be defined in each call-off, being either reimbursable with a fixed profit and incentives mechanism based on performance, a lump sum payment or a target budget pricing mechanism. The duration of the contract is 6 years from award date, with an option for the Company to extend the contract by two additional periods of two years each, providing a maximum contract duration of 10 years. Any expenditure obligation for the Company under the contract requires that a call off has been submitted by the Company. Johan Sverdrup The Johan Sverdrup early stage development is still in an early phase, but Aker Solutions was awarded the front end engineering design (FEED) contract late 2013 by Statoil as the operator of the Johan Sverdrup Pre Unit. Standard Statoil contract for engineering services, compensation is reimbursable. Statoil as operator has also entered into a frame agreement with Kværner for delivery of steel jacket structures to Johan Sverdrup. Based on the frame agreement, Statoil has signed a Letter of Intent for Kværner to deliver two of the planned steel jackets to Johan Sverdrup. 6.8 Conditions Relating to the Licenses The Company s licenses are subject to the following remaining work obligations: License (bold = operator) Prospect/field Drill or drop decision ( DoD ) Decision to prepare a PDO or drop PDO 026B Langfjellet n.a. 15.03.2015 15.12.2016 038E 07.02.2016 07.02.2019 07.02.2020 362 n.a. 06.12.2015 06.01.2016 438 Lavvo/Komse n.a. 16.02.2015 16.02.2015 442 Frigg G/D n.a. 15.03.2015 15.12.2016 460 Storklakken n.a. 01.03.2014 01.03.2015 492 Gotha n.a. 28.08.2015 28.08.2016 494/494B/494C Heimdalshø n.a. 23.07.2015 23.07.2017 533 Salina n.a. n.a. 15.5.215 549S Kolsås 19.08.2014 19.02.2018 19.02.2020 550 Gotama n.a. 19.10.2014 19.02.2016 551 Mantra/Kuro n.a. 19.02.2016 19.02.2018 553 Kvitvola n.a. 19.02.2015 19.02.2016 554/554B/554C Garantiana n.a. 19.02.2017 19.02.2018 558 Terne n.a. 19.02.2015 19.02.2016 567 Freki 04.02.2015 04.02.2019 04.02.2020 568 Isbjørn n.a. 04.02.2016 04.02.2017 571 Mannen 04.02.2014 04.02.2016 04.02.2017 573S Odin 04.08.2014 04.02.2018 04.02.2019 574 Kolsås 04.02.2015 04.02.2019 04.02.2020 613 Fafner 13.11.2014 n.a. 13.05.2017 619 Uranostind 03.02.2015 03.02.2019 03.02.2020 626 Rovarkula 03.08.2014 03.08.2018 03.08.2019 56

627 Skirne East 01.06.2014 03.02.2018 03.02.2019 659 Langlitinden n.a. 03.02.2018 03.02.2020 663 Skåla 08.02.2015 08.02.2019 08.02.2021 667 Munken 08.02.2015 08.02.2019 08.02.2020 672 Snømus 08.08.2014 08.02.2017 08.02.2018 676S Dama 08.02.2015 08.02.2019 08.02.2020 677 Hyrokkin 08.02.2015 08.02.2019 08.02.2020 678S/ 678BS Båtfjellet 08.02.2015 08.02.2019 08.02.2020 681 Kuro n.a. 08.02.2016 08.02.2018 706 Eiketunet 21.06.2015 n.a. 21.06.2018 709 Arenaria 21.06.2016 n.a. 21.06.2019 715 Åtind 21.06.2016 n.a. 21.06.2019 724 Ymmelstind 07.02.2016 07.02.2020 07.02.2021 730 Fannaråken 07.02.2016 07.02.2021 07.02.2022 748 Huva 07.02.2017 07.02.2019 07.02.2022 6.9 Rig Capacity and Access The Company has joined several rig consortiums in the past and are currently ending a long-term agreement with the drilling rig Transocean Barents in mid 2014. For the future exploration and drilling of production wells of Ivar Aasen, the Company has entered into a long term agreement with Maersk. The jackup rig is a XLE 2 type, which is currently under construction in Singapore. The XLE 2 is the world s largest and most cutting-edge jackup drilling rig. In addition to the Maersk contract, the company has secured rig for two exploration wells in PL494 and PL553. The contract lengths and the drilling plan are illustrated in the chart below. The Company experiences a soft market for rig capacity at present, and expect that rig capacity for exploration wells will continue to be soft in the years to come. 6.10 Sandvika Fjellstue AS The Company owns all shares in the private limited liability company Sandvika Fjellstue AS with organisation number 993 952 451, which is the Company s conference centre and mountain lodge located in Sandvika in Verdal in the county of Nord-Trøndelag, used by the entire Company for courses, gatherings, management meetings, board meetings and conferences. In addition, the Company s employees may use the mountain lodge in Sandvika in their spare time. Sandvika Fjellstue AS is from a materiality consideration not consolidated in the Company s annual financial statements as of and for the year ended 31 December 2013, but it is recognised at a cost of NOK 12 million in the statement of financial position. According to the financial statements for Sandvika Fjellstue AS as of and for the year ended 31 December 2013, the company s total operating revenues amounted to NOK 2,222,796 and the company had an operating loss of NOK 946,203. 57

6.11 Research and Development, Patents and Licenses The Company s research and development (R&D) activities support the Company s vision described in section 6.2. According to the Company s R&D Strategy, the Company prioritizes the development of technology and knowledge that: Provide competitive advantage by awarding new licenses; increases academic enthusiasm and intern expertise; makes the Company the best provider of small and medium-sized fields; can be implemented in a relatively short term; prevents damage to health and the environment and ensures technical integrity; and increases the Company's professional reputation, and makes it a preferred partner. The Company is mainly involved in external research projects, with internal follow-up as a guarantee for the work. Exploration has been the Company s core activity since its inception, and, naturally, it is the company s top research priority. The table below list the amount spend on R&D by the Company the last three years. NOK million 2011 2012 2013 R&D... 35 60 59 As of the date of this Prospectus, the Company does not have any registered patents. 6.12 Organisation The Company s upstream activity is organised in four business units; exploration, field development and operations, projects, Ivar Aasen development and Johan Sverdrup. The purpose of having specific business units to manage the Company s interest in the Ivar Aasen and Johan Sverdrup field reflects the importance of these oil fields in the Company s overall reserves and resources portfolio. As of 31 March 2014, the Company had over 262 employees. The Company s organisation and management model is illustrated in the figure below: 58

Annual General Meeting Nomination Committee Corporate Assembly External Auditor Board of Directors Audit Committee Remuneration Committee Corporate Management Chief Executive Officer Exploration Finance Public Relations Exploration Johan Sverdrup Asset Management Field Development and Operation Ivar Aasen Development Pensions Every employee in the Company has a pension scheme that is administered and managed by a Norwegian life insurance company (DNB life insurance). The pension scheme applies to all employees who have reached the age of 20 and who work minimum 20% position, as long as the employees meets the health qualification for the pension. The plan applies to salaries of up to 12 times the basic National Insurance amount (G) and entitles to defined future benefits of maximum 66% of a person's pay on retirement. The benefit depends mainly on the number of earning years, pay level on reaching the pensionable age and National Insurance amounts. The pension liabilities are covered by an insurance company. Expected premium payments in 2014 amount to NOK 28.6 million. In addition to the secured pension plan, the previous Chief Executive Officer has an unsecured early retirement plan. The liability is calculated using the same actuarial assumptions as for the Company's other pension liabilities. Both the liability and the costs related to this plan are included in the figures below. The Company has no pension scheme for salaries exceeding 12 times the National Insurance basic amount (G), but a share savings investment scheme has been introduced as part of the pay system, equivalent to 20 per cent of gross annual salary. The employees receive an annual payment of 10 per cent of the previous year s gross salary. If employees wish to buy shares in the Company, the Company will pay a corresponding amount as tax compensation provided that the employee agrees to hold those shares for at least 12 months. For those who do not buy shares, a tax withholding will be deducted from the payment. The first payments under the share investment scheme were made in January 2011. The Company benefit plan covers 224 persons and the net liability as of 31 December 2013 amounted to NOK 66.5 million. Insurance The Company has travel insurance and health insurance for its employees and also keep an employer s liability insurance which covers occupational injury/disease leisure accident, other illness and group life assurance. 6.13 Health, Safety and Environment The Company s main HSE programme and specific activities in sub-projects have reflected the four mains priorities of the PSA (barriers, management and major accident risk, the natural environment and groups exposed to risk). The Company s HSE objectives are to execute our operations in a manner ensuring that we: 59

Avoid harm and injuries to personnel, the environment and financial assets; Avoid work-related illness ensuing from operations; Ensure the technical integrity of facilities; Avoid orders from the Norwegian authorities; The Company shall achieve these objectives through: Integrating HSE-related goals, strategies and action plans in all projects and activities managed and carried out by the Company. Tasks related to HSE and reducing risk of major accidents shall be prioritised at all levels within the Company; and Being a good employer. HSE-related issues pertaining to all activities offshore and onshore are to be taken seriously and duly followed up. The Company is devoted to securing that all its projects are developed under the highest HSE standards in the oil industry. The Company s premise is that all undesired events can be avoided and that developing a good HSE culture and promote a healthy attitude is important in order to achieve its HSE goals. During the first quarter of 2014, the Company drilled the PL659 Langlitinden exploration well in the Barents Sea. One notification was made to the Petroleum Safety Authority (PSA) to inform that the Company had to leave a radioactive source in the well as it got stuck and was not possible to retrieve. The Environmental Directorate carried out an audit of the Company during the drilling operations, without finding any deviations. In February 2014, the Ivar Aasen project experienced a near-miss hazardous situation with a dropped object at a yard on contract with the Company. The Company has investigated the incident and measures have been implemented. 6.14 Legal and Arbitration Proceedings In 2012, the Company received a notice from the Oil Taxation Office of possible deviations from the tax assessment for the income years 2009 and 2010. The dispute relates to whether a rig hire contract for Aker Barents between Aker Exploration ASA and Aker Drilling ASA was on terms in accordance with the arm s length principle (transfer pricing). The Company has argued that the tax authorities lack a legal basis under the Norwegian General Tax Act Section 13-1, among other things because there was no community of interest between the parties, that there is no income reduction and that the tax authorities had incorrectly applied the relevant transfer pricing methods. No deviation assessment has yet been made by the tax authorities. Other than this, 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 financial position or profitability. 60

7. THE TRANSACTION 7.1 Overview The Company has developed rapidly over the last year from an exploration company into a fully integrated E&P company. This expansion, and in particular the Company s portfolio of licenses in oil fields under development require substantial up-front investments. With limited income from producing oil fields, the current capital structure of the Company has been considered insufficient to carry all costs required to bring the Company s main fields, Ivar Aasen and Johan Sverdrup, into the production phase. On this background, the Company has been investigating alternative financial or structural options for the Company going forward. Because of the Norwegian tax regime, an acquisition of producing assets on the NCS has been considered as the most favourable option in order to meet the funding requirements for Ivar Aasen and Johan Sverdrup and in order to reduce the Company s overall risk profile. This is also in line with the Company s strategy to seek attractive M&A options to further grow the Company into a sizeable player on the NCS. In December 2013, Marathon Oil Corporation publicly announced its intention to exit the North Sea (UKCS and NCS) though the sale of its UK and Norwegian subsidiaries in a structured bidding process. Following the review of a number of acquisition targets, the Company decided to participate in the process and offered a bid for Marathon s total North Sea activities. After negotiations, the Company entered into the SPA with Marathon Norway Investment Cooperative U.A. on 1 June 2014 whereby the Company, subject to the terms and conditions of the SPA, will acquire 100% of the shares in Marathon Norway for a cash consideration at closing of approximately USD 2.1 billion (the Transaction ). The UK activities will be retained by Marathon Oil Corporation. The cash consideration is based on a gross asset value of USD 2.7 billion and is adjusted for debt, net working capital and permitted distributions prior to closing to a purchase price of approximately USD 2.1 billion plus interest of 4% per annum from 1 January 2014 until closing. The effective date of the transaction is 1 January 2014 and it is expected that the transaction will close during the fourth quarter 2014, subject to regulatory approvals and fulfilment of the other conditions to closing described in section 7.2 Transaction Structure below. 7.2 Transaction Structure The Transaction will be carried out in two steps. First, the Company will purchase all issued and outstanding shares in Marathon Norway as further set out in the SPA. Following a successful share purchase, the entire business of Marathon Norway, including any assets, rights and obligations held by Marathon Norway, will be transferred from Marathon Norway to the Company upon which the business of Marathon Norway will be incorporated into the Company s business. Thus, the purpose of the second step is to gather the business of the two Companies in the same legal entity, inter alia, to obtain tax synergies of combining the Company and Marathon Norway. Accordingly, the Company will following completion of the second step have the same legal structure as of the date of this Prospectus. The closing of the Transaction is subject to the following conditions:(i) approval by the MPE pursuant to section 3-7 and 10-12 of the Norwegian Petroleum Act of the both Transaction and the proposed transfer of all of assets and obligations of Marathon Norway into the Company on terms reasonably satisfactory to both parties under the SPA, (ii) notification of the Transaction to the Norwegian Ministry of Finance, (iii) the European Commission having issued a decision under Article 6(1)(b) or 6(2) of Council Regulation (EC) No. 139/2004 (or being deemed to have done so under Article 10(6) of the regulation) on terms satisfactory to the Company, (iv) no material adverse effect having occurred between signing of the SPA and the closing date and (v) certain guarantees for Marathon Norway s obligations being released and/or terminated. A satisfactory completion of the second step of the Transaction will furthermore require (i) consent from to pledge the licenses taken over from Marathon Norway in accordance with section 6.2 of the Norwegian Petroleum Act, (ii) approval from MoF that the transfer of Marathon Norway to the Company can be carried out with tax continuity and with full effect from 1 January 2014 and (iii) that certain third parties under Marathon Norway s contractual arrangements consent to transfer to Company of the their contractual arrangements. The MoF has approved that the transfer of Marathon Norway to the Company can be carried out with tax continuity and with full effect from 1 January 2014. 7.3 Financing of the Transaction The Transaction will be financed with a fully committed and underwritten acquisition loan facility for the full cash consideration (the Acquisition Facility ). Reference is made also to Section 13.7. The Acquisition Facility has been provided by BNP PARIBAS, DNB Markets, Nordea Markets and Skandinaviska Enskilda Banken. As part of the overall refinancing of the Company in relation to the Transaction and the on-going development projects such as Ivar Aasen and Johan Sverdrup, the Company has also resolved to carry out the Rights Issue, see Section 20 Terms of the Rights Issue. 61

The Company has finalised an up to USD 3.0 billion long-term reserve-based lending facility (the RBL Facility ), to be provided by certain banks, including the banks that have provided the Acquisition Facility. The RBL Facility will be used to refinance certain of the Company s current loan facilities (including the Acquisition Facility, if drawn on prior to the RBL Facility) and to fund the Company s on-going operations, including the developments of the Ivar Aasen and the Johan Sverdrup fields. 7.4 Strategic Rationale for the Transaction Marathon Norway is considered an excellent strategic fit for the Company. Marathon Norway has strong regional operating capabilities and strong portfolio of assets with significant production, reserves and upside potential. Marathon Norway s assets come with limited capital expenditure commitments, low historic tax balances and high near-term production that complement the planned production start of the Ivar Aasen and Johan Sverdrup fields. Furthermore, Maraton Norway's reserves are oil rich and geographically focused, with stable production through the Alvheim FPSO. Also, following closing of the Transaction, and provided that the business of Marathon Norway is transferred to the Company as described in Section 7.2 ( Transaction Structure ) above, the Company expects to be in a tax paying position similar to large E&P companies on the NCS. The Company s development assets, including the world-class Johan Sverdrup field, are expected to be significantly de-risked through the ability to immediately recover any variations in capital spend against current cash flow. Finally, Marathon Norway s organisation brings significant operational experience from the Alvheim fields, which adds to the Company s exploration and development capabilities. Marathon Norway enjoys a top notch management team with a strong, proven track record. The acquisition of Marathon Norway creates a diversified and balanced asset base and creates a strong portfolio to support future organic growth of the Company in accordance with the Company s ambition to develop into a full-fledged E&P company on the NCS. A further description of Marathon Norway is included in Section 8 Presentation of Marathon Norway while the Company following the completion of the Transaction is described in Section 9 The Company Post Transaction. 62

8. PRESENTATION OF MARATHON NORWAY This Section provides an overview of the business of Marathon Norway as of the date of this Prospectus. The following discussion contains Forward-looking Statements that reflect the Company's plans and estimates; see Section 4.1 "General Information Cautionary Note Regarding Forward-Looking Statements". You should read this Section in conjunction with the other parts of this Prospectus, in particular Section 2 "Risk Factors" and Section 9 "The Company Following the Transaction". 8.1 Introduction Marathon Norway is a private limited liability company involved in exploration and production of oil and gas on the NCS. Marathon Norway received its first operatorship on the NCS in 2002 and production from the company s first operated development commenced in 2008. The company currently holds 13 licenses including 5 of producing licenses that Marathon Norway operates. Marathon Norway operates from its office at Fjordpiren in Jåttåvågen outside Stavanger. Marathon Norway s employs approximately 270 employees including a fit-for-purpose organisation to support the FPSO operations at the company s licenses in the Alvheim area in the North Sea. Out of the 270 employees, 100 are offshore employees while 170 are local onshore staff. The organisation is inclusive of operations, support and corporate components comprising of highly competent and diverse teams with an average industry experience of more than 16 years. The workforce is highly educated with more than 75% having a minimum of a bachelor s degree and almost half of the onshore staff has an engineering or geoscience background. Marathon Norway has several competence assurance programmes in place inter alia a petro technical development program, regulatory compliance training, efficiency improvement training and installation specific training. 8.2 Field Interests The Alvheim Area fields lie in Blocks 24/6, 24/9, 25/4 and 25/7 in the Norwegian sector of the northern North Sea, approximately 220 kilometres north-west of Stavanger, and 190 kilometres east south-east of the Shetland Islands, in a water depth of approximately 120 meters. The Alvheim Area fields comprise the producing Alvheim field (Boa, Kneler and Kameleon/East Kameleon structures), the producing Vilje and Volund fields, the Bøyla development and the Viper-Kobra, Gekko and Caterpillar discoveries. Below is an overview in the field interests in the Alvheim Area. Company Alvheim ex. Boa Boa unit Vilje Volund Bøyla Marathon Oil Norge AS... 65% 57.62% 46.904% 65% 65% ConocoPhillips Skandinavia AS... 20% 17.73% Lundin Norway AS... 15% 13.30% 35% 15% Statoil Petroleum AS... 28.853% Total E&P Norge AS... 24.243% Core Energy... 20% Maersk Oil North Sea Limited (UK)... 9.80% Bridge Energy (SNS) Limited (UK)... 1.55% The locations of the Alvheim Area fields are shown in the figure below. 63

Source: Wood Mackenzie 8.3 Key Assets Producing Licenses In 2013, Marathon Norway s net sales averaged a daily 71,000 boe and 51 million cubic feet of natural gas. Alvheim (PL036 C, PL088 BS, PL203) Alvheim is an oil and gas field in the Norwegian sector of the Northern North Sea in a water depth of 122 meters. The field comprise of the producing Alvheim field (Boa, Kneler, and Kameleon/East Kameleon structures), the producing Vilje and Volund fields, the Bøyla development and the Viper-Kobra, Gekko and Caterpillar discoveries. The productive horizon for the Alvheim and Vilje fields is the Middle to Late Palaeocene Heimdal Formation sandstone at a depth of approximately 2,100 meters. Alvheim was developed using a purpose-designed FPSO. The development provides for the transport of oil by shuttle tanker and transportation of gas to the UK Scottish Area Gas Evacuation ( SAGE ) system. First production began in June 2008. The Alvheim Area Fields have seen significant year-on-year increases in the estimated recoverable volumes of oil and gas since the initial development of the Alvheim field. Recoverable oil has increased as a function of greater in-place volumes than previously estimated, development of satellite fields, additional 64

horizontal and multi-lateral wells, and better than anticipated flow rates. Further, improved reliability combined with optimisation work has increased the production capacity of the FPSO to about 150 thousand boepd up from the original design of 120 thousand boepd. The cessation of production of the Alvheim field is estimated to 2031, with subsequent abandonment in the period 2031 to 2033. Marathon Norway is the operator of the Alvheim with an approximate 65% working interest. The other partners are ConocoPhillips Scandinavia AS (with a 20% interest) and Lundin Norway AS (with a 15% interest). Below is a location map of the Alvheim area: Vilje (PL036 D) Vilje is located North East of Alvheim at 120 meters water depth. The productive horizon for the Vilje field is the Middle to Late Palaeocene Heimdal Formation sandstone at a depth of approximately 2,100 meters. The field is tied back to the Alvheim FPSO through a 12-mile pipeline. Production commenced in 2008. A third production well, Vilje South, is developed as a subsea tieback to the Vilje field. Production commenced in April 2014. Marathon Norway is carrying a date for the cessation of production from the Vilje field of 2030, with subsequent abandonment in the period 2031 to 2033, coincident with the host facilities of the Alvheim Area fields. Marathon Norway s holds a 46.9% interest in the license and serves as operator. The other license partners are Statoil Petroleum AS holding a 28.9% interest and Total E&P Norge AS with a 24.2% interest. Volund (PL036 D) Located approximately 5 miles south of Alvheim, Volund is the second field developed as a subsea tieback to Alvheim firmly established as an oil processing hub. The field, comprising of four production wells and one water injection well, started producing in 2009 and was utilised as a swing producer when the capacity at the Alvheim FPSO allowed it. The field was opened for regular production in 2010. The Volund reservoir is a large-scale injective feature, formed by sands of the Palaeocene Hermod Formation. These have become remobilised and subsequently injected into the overlying stratigraphy during the Early Eocene, creating steeply dipping wings of injected sand dykes from flat sand sills, at depths from approximately 1,800 meters to 2,000 meters. Cessation of production from the Volund field is expected in 2028. The plan is to carry out the abandonment of the field together with other abandonment activities on the Alvheim Area. 65

Marathon Norway holds a 65% interest in Volund and serves as operator, while Lundin Norway AS holds the remaining 35% interest. Development Projects Bøyla (PL340) The Bøyla field located south of Volund approximately 28 kilometres from Alvheim at a water depth of 120 meters. The Bøyla reservoir interval is within the Palaeocene Hermod Formation sandstone, a deep marine, channelized submarine fan system, at a depth of approximately 2,050 meters. The field was discovered in 2009 and the PDO was approved in 2012. The field is being developed with two horizontal production wells (targeting each of the eastern and western structural closures) and one water injection well, placed at the eastern edge of the western structural closure. Pilot wells will be drilled in order to optimize the horizontal section of the western structure producer. In addition, the option to drill the western producer as a dual lateral well will be assessed following the results of the pilot wells. Both production wells will be drilled from a drilling centre located to the north of the field. The field will produce via a four-slot subsea production manifold and tied-back to the Alvheim FPSO via the existing Kneler A production manifold. Subsurface evaluation and mapping conducted post exploration and appraisal drilling has resulted in a gross mean commercial volume estimate of 23 million boe with an incremental upside of 10 million boe. The remaining capital commitment for the development is estimated to NOK 3 191 million in 2014 and 2015. It is expected that production at Bøyla will commence in the first quarter of 2015. Cessation of production from the Bøyla field is expected in 2030 together with abandonment activities relating to the other Alvheim Area fields. Marathon Norway as operator holds a 65% interest. Core Energy AS holds a 20% interest and Lundin Norway AS holds the remaining 15%. Discoveries Viper-Kobra Viper-Kobra is located within the Alvheim field approximately three kilometres south of the Kneler structure at a water depth of 120 to 130 meters. The discovery comprises of the two discoveries Viper and Kobra which are believed to be in pressure communication. Viper-Kobra will be developed by a multilateral well with one horizontal branch in each reservoir and a tie-back to the Volund field in the south (which produces via the Alvheim FPSO). The concept selection was passed by the partnership in April 2014 and is contingent upon a commercial agreement with the Volund license holders. The Alvheim group has entered into a terms sheet with the Volund group in April and a final agreement is under negotiation. The Viper-Kobra development was approved by the Board of Directors of Marathon Norway in May. Approval by the license holders is planned in August/September. The resource estimate was increased by 37% after a study carried out in connection with the on-going evaluation as to the feasibility of Viper-Kobra. The revised gross resource estimate for the Viper-Kobra discovery is 6.4 million boe. Gekko Gekko is also located in the Alvheim area. An evaluation of the in-place volumes of the reservoir was performed in 2008 giving deterministic volumes of 258 billion scf gas and 25 million stb, however, a study carried out in 2013 resulted in a gas in-place estimate of 222 billion scf and revealed that the oil zone may be too thin to allow for an economic development, however, further work is required using the newest seismic dataset to fully evaluate this assumption and the development potential for Gekko in general. An appraisal well is currently planned for 2016 in order to progress a potential development scenario. The indicative development plan involves the drilling of two short horizontal gas producers. A development decision is planned in 2018. Caterpillar Caterpillar is located within the PL340 BS prospect south of the Bøyla field. The prospect was drilled in 2011. Caterpillar will benefit from additional data from the Bøyla development since production history at Bøyla is likely to provide information about sand connectivity and aquifer support, both of which could simplify a potential Caterpillar development. Caterpillar may be developed as a second phase to the Bøyla project sharing some of the same infrastructure. The gross resource estimate for the Caterpillar discovery is 6.4 million boe. With the discoveries in Marathon Norway s current asset portfolio, it is expected that commercial activity will have duration past the year 2030. 66

Exploration Activity The Alvheim Area fields, including infill targets, discoveries, and prospects, corresponding to the reserves and resources summary, are shown in the first figure below. The second figure shows exploration opportunities in the Norwegian Sea. In 2014, Marathon Norway s exploration focus has been on maturing the prospectivity of the PL653 and PL694 licences in the Vøring Basin, ahead of drill-drop decisions next year, and near-field opportunities within our operated licences in the Alvheim area. Marathon Norway was awarded operatorship of PL736S in February, and has released PL330 and PL531 where the Sverdrup and Darwin exploration wells (both dry holes) were drilled in 2013. 67

68

The table below sets out Marathon Norway s historical exploration activity from 2011 to 2013. License Prospect Interest Drilling operator Completion Type Area Content 2011 PL340 BS Caterpillar 65% Marathon Norway 02.02.11 Wildcat North Sea Oil PL340 BS Caterpillar 65% Marathon Norway 20.02.11 Appraisal North Sea Oil PL505 Earb - (1) Marathon Norway 10.08.11 Wildcat North Sea Oil/Gas 2013 PL531 Darwin 10% Repsol Exploration Norge AS 10.04.13 Wildcat Barents Sea Dry PL330 Sverdrup 30% RWE Dea Norge AS 26.10.13 Wildcat Norwegian Sea Dry (1) License interest transferred to Lundin Norway AS in June 2013 Consortium Interests Production Licenses PL653 (Block 6607/3) and PL694 (Blocks 6607/4, 5, 6) were awarded to an RWE-led consortium in 2012 and 2013, respectively, as part of the APA 2011 and APA 2012 licensing rounds. The participating interests of Marathon Norway in these licenses are show in the table below: License (Block) RWE Marathon Lundin SDFI/Petoro 653 (6607/3)... 40% 30% 30% 694 (6607/4, 5, 6)... 40% 20% 20% 20% The work commitments for both licenses are the acquisition and reprocessing of 3D seismic data, together with additional geological and geophysical studies, including basin modelling and AVO analyses. A drill-or-drop decision for PL653 and PL694 is required in Q1 2015, and Q1 2016, respectively. Marathon Norway s 2014 work programme involves the continued seismic processing of 3D data for PL694 and the progression of regional seismic interpretation and studies across both the PL653 and PL694 licenses. Geological and geophysical interpretation of both licenses will continue in tandem, and it is likely that a drill-or-drop decision for the region will be evaluated at the end of Q4 2014. The last Management Committee and Exploration Committee meetings for the licenses were held in November 2013, with the next set of meetings scheduled for July 2014. 8.4 License Portfolio, Reserves and Resources Licenses Marathon Norway s license portfolio is included in the table below: License Field/prospect Interest Operator Expiry Phase 036 C... Alvheim 65% Marathon Norway 11.06.2021 Production 036 D... Vilje 46.904% Marathon Norway 11.06.2021 Production 088 BS... Alvheim 65% Marathon Norway 09.03.2022 Production 150... Volund 65% Marathon Norway 08.07.2024 Production 150 B... Volund (West) 65% Marathon Norway 04.08.2016 Initial ext. 203... Alvheim 65% Marathon Norway 02.02.2032 Production 203 B... TFO2012 65% Marathon Norway 08.02.2018 Initial 340... Bøyla 65% Marathon Norway 17.12.2014 Initial ext. 340 BS... Bøyla (Caterpillar) 65% Marathon Norway 17.12.2014 Initial ext. 531... Darwin 10% Repsol Exploration Norge AS 15.05.2015 Initial 653... TFO2011 30% RWE Dea Norge AS 03.02.2020 Initial 694... TFO2012 20% RWE Dea Norge AS 08.02.2021 Initial 736 S... TFO2013 65% Marathon Norway 07.02.2022 Initial Reserves The tables below sets out the reserves of Marathon Norway as of 31 December 2013: 69

Interest (%) 1P / P90 (low estimate) 2P / P50 (best estimate) Gross oil/cond. Gross NGL Gross gas Gross oil equivalents Net oil equivalents Gross oil/cond. Gross NGL Gross gas Gross oil equivalents Net oil equivalents (mboe) Mton (bcm) (mboe) (mboe) (mboe) Mton (bcm) (mboe) (mboe) On Production Alvheim... 65.000 % 62.5 0.0 1.0 68.5 44.5 94.0 0.0 1.7 104.8 68.1 Vilje... 46.904 % 16.3 0.0 0.0 16.3 7.7 27.1 0.0 0.0 27.1 12.7 Volund... 65.000 % 10.9 0.0 0.1 11.9 7.7 20.9 0.0 0.2 22.3 14.5 Total... 59.9 95.4 Approved for Development Alvheim... 65.000 % 8.3 0.0 2.0 20.6 13.4 19.7 0.0 2.6 36.2 23.6 Vilje... 46.904 % 0.9 0.0 0.0 0.9 0.4 2.6 0.0 0.0 2.6 1.2 Bøyla... 65.000 % 12.8 0.0 0.1 13.4 8.7 21.6 0.0 0.2 22.8 14.8 Total... 22.5 39.6 Total Reserves 31.12.2013 82.4 135.0 The Alvheim Area comprises the Kneler, Boa, Kameleon and East Kameleon. At the end of 2013, the Alvheim development included 12 producing wells, three temporarily shut-in wells and two water disposal wells. The above reported reserves for Marathon Norway correspond to the Marathon Norway s RNB (revised national budget) reporting for 2014 to the MPE. Marathon Oil Corporation, Marathon Norway s parent company, is listed on the New York Stock Exchange (under the ticker code MRO ) and thus reports to the US Securities and Exchange Commission (SEC). The rules governing the reporting to SEC is based on the Society of Petroleum Engineers (SPE s) guide Petroleum Resources Management System. 8.5 Material Contracts In January 2011, Marathon Norway acquired interests in two Dutch companies, Marathon Dutch Investment LLC (100%) and Marathon Dutch Investment Coöperatief U.A. (99%) from Marathon Petroleum Norway Holding C.V., a wholly owned subsidiary of Marathon Oil Corporation. The Dutch companies indirectly hold interests in various Canadian oil sands projects. With effect from 1 April 2014, the two subsidiaries were sold to Marathon Norway s parent company, Marathon Norway Investment Cooperatief U.A. Consequently, Marathon Norway no longer has interest relating to Canadian oil sands projects and neither are these a part of the Transaction. Other than the above mentioned agreement relating to the Canadian oil sands, neither Marathon Norway nor its subsidiary Alvheim AS has entered into any material contracts outside the ordinary course of business during the last two years. Marathon Norway has entered into a Contract of Affreightment with Navion Offshore Loading AS as owner (assigned by novation to Teekay Navion Offshore Loading Pte Ltd) and the other interest owners of production from the Alvheim FPSO. The agreement defines the scope of services for the loading, transporting and delivery of crude oil. As charterers, Marathon Norway and the other interest owners are entitled to compensation from the owner in case of late arrival of a chartered vessel. Charter hire is based on a daily rate. Drilling services are provided by the mobile drilling rig Transocean Winner under a drilling contract with Transocean Offshore (North Sea) Ltd NUF. Marathon Norway has entered into a drilling contract with the rig Transocean Winner providing the company with drilling capacity for the following years. The table below sets out the drilling schedule for the rig as of August 2013: See also Section 8.7 Rig Capacity and Access. In 2012, Marathon Norway entered into a call-off agreement with Technip Norge AS for the delivery of project management, engineering, procurement, fabrication and offshore work. The agreement gives Marathon Norway the right to issue five call-off orders requesting relevant contractor services. 70

Aker Solutions Subsea AS provides contractor work to Marathon Norway under a frame agreement setting out the terms and provisions of any work undertaken by the contractor. Service under the agreements is provided upon a mutual agreement between the parties of the scope of each job order issued. Vallourec and Mannesmann Oil and Gas (UK) Ltd is providing oil country tubular goods (OCTG services) and other associated services to Marathon Norway under a framework agreement entitling Marathon Norway to several call-offs. Marathon Norway has the option to extend the agreement until July 2015. Marathon Norway is provided different well site and associated services and equipment by Schlumberger, in which the company has entered in to several material agreements with including sand control and chemical management. Swaco Norge AS is providing drilling fluid and services to Marathon Norway under a master services agreement entered into in 2010. Marathon Norway has issued a large number of job orders under the agreement which expires in 2015 plus a 1 x 1 extension option granted Marathon Norway. Further, Marathon Norway has entered into agreement for the provision of fishing, plug, abandonment and whipstock services with three call-off options with Smith International Norway AS. Modification and maintenance services are provided to Marathon Norway by Fabricom AS. The agreement remains in force until 2017. In 2012, Marathon Norway entered into a time charter party with Simon Møkster Rederi AS (as owner) and Simon Møkster Shipping AS as manager for the charter of the vessel M/V Stril Orion. The vessel is a platform supply vessel and consideration is based on a daily hire. Emergency services are provided by the emergency response and rescue vessel Esvagt Contender under an agreement with Esvagt ASA. Helicopter services are provided by Bristow Norway AS under a form of agreement entered into in 2010. The agreement entitles Marathon Norway to a fleet of several different aircrafts either required for the transportation of personnel and freight. In 2010, Marathon Norway entered into two service agreements with GE Energy (Europe BV and Norway AS respectively) for turbine generator maintenance services. The agreements have 13 year duration. Marathon Norway has entered into several agreements with Advantec AS, including a framework agreement for procuration of construction work, Other material contracts include: Service agreement with Vetcogray Inc. which includes a number of job orders which may be issued until the agreement expires in 2022; Catering agreement with ESS Support Services AS for offshore catering services expiring in 2018; Call off agreement for onshore and offshore services with Kaefer Energy AS expiring by the end of the year 2015; Framework agreement with Kongsberg Maritime AS for onshore services; The lease agreement relating to Marathon Norway s offices in Stavanger, as further described in Section 8.8 below; Service agreement with Wood Group Kenny for onshore and offshore services. The agreement includes several call-off options and remains in duration on year at a time until terminated by one of the parties. Delivery agreement with Statoil fuel & Retail Norge AS (as seller) for the delivery of Marine Gasoil (MGO) to Marathon Norway. A framework agreement with subsequent job orders with Advantec AS. A master service agreement with Franks International AS for onshore and offshore services including casing tools and running services. The agreement remains in force until 2017. 71

Procurement and fabrication agreement with Nymo AS relating to the Boa Extension Manifold. The agreement expires in 2018. Framework agreement with Deepocean AS for project management, engineering, design, procuration and offshore work. The agreement expires in 2019. Agreement with Belvalves for large bore valves. 8.6 Conditions Relating to the Licenses Marathon Norway s licenses are subject to the following work obligations: PL150B, Volund (West). The initial phase has been extended until 4 August 2014. The licensees must drill or drop ( DoD ) within end of 2014. PL203B, TFO2012. The remaining work obligations include seismic reprocessing, G&G studies and DoD within 8 February 2016, and drilling of 1 well within 8 February 2018. PL340, Bøyla. An extension of areas not covered by the Bøyla PDO is conditional upon presenting a PDO for such areas/resources. The suggested progress plan is to be delivered to the MPE in due time before the expiry date of the (extended) initial phase. PL340 BS, Bøyla Caterpillar. See description of License 340 above. PL736S, TFO2013. The remaining work obligations include seismic reprocessing and DoD within 7 February 2017, and drilling of 1 well within 7 February 2019. PL531, Darwin. Marathon Norway holds a 10 % interest in the license. Repsol Exploration Norge AS is the operator. Marathon Norway has notified the other parties of its intention to withdraw from the license as the work obligation is fulfilled and the license is soon to expire. PL653, TFO2011. The remaining work obligations include seismic reprocessing, G&G studies and DoD within 3 February 2015, and drilling of 1 well within 3 February 2017. PL694, TFO 2012. The remaining work obligations include seismic acquisition, seismic reprocessing, G&G studies and DoD within 8 February 2016, and drilling of 1 well within 8 February 2018. There are no outstanding work obligations related to PL036 C, PL088 BS and PL203 (Alvheim), PL036D (Vilje) and PL150 (Volund). 8.7 Rig Capacity and Access Marathon Norway has entered into a drilling contract for the rig Transocean Winner providing the company with drilling capacity for the following years. The table below sets out the drilling schedule: 72

The drilling contract with for Transocean Winner is further described in Section 8.5 Material Contracts. 8.8 Property, Plant and Equipment Marathon Norway has entered into a lease agreement for the lease of office premises in the Fjordpiren area in Stavanger. The agreement includes staff restaurant services, parking, locker rooms and lease of additional office space. The lease is due to expire on 31 December 2016, subject to an optional extension of an additional five years. Yearly costs are NOK 15,698,155 including office rent, electricity costs, shared services, parking and locker rooms and VAT. Rent is adjusted according to the consumer price index. 8.9 Research and Development, Patents and Licenses Marathon Norway does not hold any single trademark, patent, group of related trademarks or patents considered critical or essential to its business. 8.10 Organisation The organisation of Marathon Norway is illustrated in the figure below: Regional Vice President (E) Executive Assistant Deputy Managing Director Commercial Manager Operated Assets Manager Supply Chain Manager (E) Drilling & Completions Manager (E) Subsurface & Exploration Manager IT Manager HR Manager F&A Manager Communcations Manager HESQ Manager 73

8.11 Shares and Share Capital The share capital of NOK 6,756,500 consists of 67,565 shares of NOK 100 each. All shares have equal rights. All shares currently owned by Marathon Norway Investment Coöperatief U.A. 8.12 Selected Financial Information of Marathon Norway Below is selected NGAAP financial information of Marathon Norway: NOK million Year Ended 31 December Three months Ended 31 March (unaudited) 2013 2012 2011 2014 2013 Statement of Comprehensive Income Data Operating revenue... 18,672.7 21,157.3 20,211.0 4,130.2 5,089.6 Results from operating activities... 14,730.7 16,973.9 15,237.1 3,237.4 4,155.8 Net finance costs... 1,025.7 591.6 (113.9) 90.7 (86.8) Profit of the year... 2,446.8 3,523.6 3,455.3 727.6 1,042.4 Statement of Financial Position Data Non-current assets... 10,562.7 11,413.1 11,978.4 10,692.0 11,679.3 Current assets... 5,328.3 6,266.9 8,665.8 6,626.9 6,094.7 Total assets... 15,891.1 17,680.0 20,644.1 17.318.8 17,774.0 Non-current liabilities... 5,456.1 5,139.1 7,990.0 3,387.6 5,277.4 Current liabilities... 10,163.6 11,826.3 11,823.2 10,767.1 10,739.7 Total liabilities... 15,619.7 16,965.4 19,813.2 16,320.0 16,017.1 Total equity... 271.4 714.6 830.9 999.0 1,756.9 Total equity and liabilities... 15,891.1 17,680.0 20.644.1 17,318.8 17,774.0 Statement of Cash Flow Data Net cash from/(used in) operating activities... 3,959.2 6,164.0 8,725.2 1,785.1 2,176.0 Net cash from/(used in) investing activities... (1,042.6) (2,121.5) (9,420.1) (1,504.2) (306.4) Net cash from/(used in) financing activities... (3,200.0) (4,000.0) (4,000.0) 0 (2,100.0) Net increase/(decrease) in cash and cash equivalents... (283.4) 42.5 (4,694.9) 280.9 (230.4) Cash and cash equivalents at the end of the period... 366.8 650.2 607.7 647.7 419.9 8.13 Legal and Arbitration Proceedings Marathon Norway has some disputes with the Norwegian tax authorities, mostly relating to transfer pricing issues. Under the SPA, Marathon Norway Investments Cooperatief U.A. has agreed to pay the Company an amount equal to any tax liability arising in respect of, by reference to or in consequence of (i) any income, profits or gains earned, accrued or received on or before 31 December 2013 and (ii) any event that occurred on or before 31 December 2013 or is deemed for any tax purposes to have occurred on or before 31 December 2013. Other than this, the Company is not aware that Marathon Norway has 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 financial position or profitability after the Transaction. 8.14 Related Party Transactions Marathon Norway is part of a cash pooling arrangement, administered by the 100% affiliate Marathon International Oil Portfolio Coöperatief U.A. According to the annual report from 2013, by 31 December 2013 the receivable against Marathon Norway was about NOK 2,449 million. Marathon Norway has no joint and several liability or guarantees relating to the cash pooling arrangement. 74

9. THE COMPANY FOLLOWING COMPLETION OF THE TRANSACTION This Section provides information about the prospects of the results of the Transaction and its expected implications on the Company following the Transaction and should be read in conjunction with other parts of the Prospectus, in particular Section 8 Presentation of Marathon Norway and Section 12.6 Selected Financial Information Unaudited Pro Forma Financial Information. The following discussion contains Forward-looking Statements that reflect the Company s plans and estimates. Factors that could cause or contribute to differences to these Forward-looking Statements include, but are not limited to, those discussed in Section 2 "Risk Factors" and Section 4.1 "General Information Cautionary Note Regarding Forward-Looking Statements". Upon the successful completion of the Transaction, the Company will consist of the total of the Company s current business and the entire business of Marathon Norway (including all licenses, rights and obligations) as described in Section 6 and 8 respectively. Consequently, the Company will become a major E&P company on the NCS with a portfolio consisting of 87 licenses, making it one of the largest license holders on the NCS. In terms of output, the Company will be one of the largest listed independent E&P companies in Europe a unique position for a relatively new company. Following the Transaction, the Company will take over Marathon Norway s entire organisation, and will thus have more than 450 employees. The head office will still be in Trondheim with registered address Munkegata 26, 7011 Trondheim, Norway. In addition to the current offices in Trondheim, Oslo and Harstad, the Company will also have offices in Stavanger. The License portfolio will be well diversified with 72 licenses in the North Sea, 4 licenses in the Norwegian Sea and 11 in the Barents Sea. The portfolio includes both ownership interest in producing fields, developments prospects and discoveries that may be developed in the years to come. The acquired reserves all come from the Alvheim Area in the North Sea, which will be a strategically important area for the Company. Alvheim, Volund and Vilje are all producing well, whereas Bøyla is expected to start producing in Q1 2015. The Alvheim Area has historically showed increasing 2P reserves and high quality operations with an average FPSO uptime of 98 per cent. Coupled with the Company s Ivar Aasen and Johan Sverdrup fields and the Company s exploration portfolio, the production from the Alvheim Area provides a balanced portfolio across all stages of the E&P life cycle. At year-end 2013, the Company had 202 million boe of 2P reserves (relating to the current licenses of the Company). However, following submittal of the PDO for Johan Sverdrup scheduled for submission in February 2015, reserves will increase significantly. In addition, the Company s contingent resources amounted to 101 million boe, excluding Johan Sverdrup. The identified upside relating to the current licenses of Marathon Norway is estimated at approximately 80 million boe. Combined 2013 production for the two companies amounted to approximately 84 thousand boepd. The Company has over the last years built up a robust organisation when it comes to development and exploration. Marathon Norway will not only add to these teams, but will also complement the Company with significant operational experience from the Alvheim fields. In total, the Company will become a modern and dynamic E&P company that will build on the combined capabilities of the two organisations. Following the Transaction, the Company will be better positioned for future growth both in mature and frontier areas of the North Sea, the Norwegian Sea and the Barents Sea. It is also important to note that frontier areas also exist in the North Sea usually perceived as mature, e.g. the Deep Alvheim prospect which could obtain volatile oil and/or gas condensate. Other potential targets include the Boa West and the Boa Kameleon South areas as well as the prospect Alvheim Attic Oil. Three short to midterm building blocks will drive this growth. Firstly, the acquired Bøyla field tied back to Alvheim will come on stream in 2015, followed by Ivar Aasen in 2016 and Johan Sverdrup in 2019. The company will also continue to be an active explorer in the APA rounds and the License Rounds and will continue to mature the long list of discoveries made by the two combined companies. The Company will continue to create value on the NCS. Following the Transaction, the Company will be a significant producer of hydrocarbons. This will enable the new Company to bring high-return fields in production, such as Johan Sverdrup and Ivar Aasen. The company will also continue to be an active explorer and will work to develop other robust fields into production. During the first four months of 2014, total production from the Company and Marathon Norway amounted to 72,300 boepd. For the full year 2014, it is anticipated that combined production will be in the range of 55,000 65,000 boepd. 75

9.1 Strengths and Strategies following Completion of the Transaction Vision and Strategy The Company s vision as outlined in Section 6 Business Overview is to always be ahead to create value on the NCS through exploration, development and production. The Company intends to remain a pure play NCS company as it believes that there is still high potential to find considerable resources to the mutual benefit of Shareholders, employees and the Norwegian society at large. The acquisition of the entire business of Marathon Norway helps the Company to significantly grow in line with its strategic goals. Strengths Complementarity of production and reserve profiles The Company s production outlook in the coming years is represented by low, declining production until the Ivar Aasen field comes on stream, scheduled for late 2016. The Gina Krog field is expected to add some additional production in 2017, but the next big ramp-up in production is expected to come with first oil from the Johan Sverdrup field, scheduled for late 2019. Details concerning the Company s producing assets and development projects are outlined in Section 6 Business Overview. On the other hand Marathon Norway s production outlook in the coming years is characterised by high near-term production with natural decline. The Bøyla field is scheduled for start-up in early 2015, partially arresting the decline from its other fields. The combined production outlook for the Company and Marathon Norway is thus one of inclining production over the next ten years (please see the below figure). Marathon Norge Base case Upsides Reserves & contingent resources end 2013 (mmboe) 2C contingent resources - Sverdrup 2C contingent resources (ex. Sverdrup) 2P reserves Det norske Combined 101 77 66 24 136 202 Det norske Marathon Norge Combined 2014 2025 ¹ Based on Y/E 2013 Annual statement of reserves for Det norske and NPD volumes for the Marathon Norgefields. Contingent resources estimated by Det norske During the first four months of 2014, total production from the Company and Marathon Norway amounted to 72,300 boepd. For the full year 2014, it is anticipated that combined production will be in the range 55,000 65,000 boepd. Strong cash flows from existing production The combination of Marathon Norway s current production with the Company s development programme increases the combined company s financial flexibility and materially accelerates current cash tax relief on its investments. The combination reduces the risk associated with timing and cost of development projects as the combined company will be in a tax-paying position. Therefore, following completion of the Transaction, the Company is likely to have strengthened its operational and financial capabilities ahead of its major development projects. 76

Dynamic and entrepreneurial growth platform Marathon Norway s organisation brings significant operational experience from the Alvheim fields, which adds to the Company s exploration and development capabilities. Furthermore, the increased size broadens the set of opportunities and ability to manage the combined company s portfolio. The combination creates a modern, full cycle E&P company that will build on the combined capabilities of the two teams. Management thinks that the combined company consists of a good mix of younger talent and experienced people with decision making being fast and un-bureaucratic. Visible leaders that are hands-on and operationally involved create a flat structure with a high degree of openness, cooperation and informality. Strong Norwegian foothold and relationships The Company, as a pure Norwegian domicile company, has strong relationships to and experience with the Norwegian oil industry, including authorities, oil service suppliers, government and other key stakeholders. The majority of the Company s employees come from other key Norwegian players such as Statoil, Hydro and Saga, as well as from the political environment. Excellent knowledge of the Norwegian regulations, tax systems and NORSOK standard provides the Company with strong basis for safe operations and conducting business. Ownership structure and license partners Through Aker ASA's approximately 49.99% indirect ownership in the Company, the Company is backed by a long term industrial owner with a strong balance sheet, and a strategy of supporting the Company with their pro-rata share of capital requirements going forward trough the planned development of Johan Sverdrup. Following the discovery of Johan Sverdrup, the Company has become one of the most valuable investments for the Aker group. 77

Below is an overview of the Company s licenses following completion of the Transaction. 78

10. INDUSTRY OVERVIEW This Section discusses the industry and markets in which the Company operates. Certain of the information in this Section relating to market environment, market developments, growth rates, market trends, industry trends, competition and similar information are estimates based on data compiled by professional organisations, consultants and analysts; in addition to market data from other external and publicly available sources, and the Company s knowledge of the markets, see Section 4.2 "General Information Presentation of Market Data and Other Information Sources of Industry and Market Data". The following discussion contains Forward-looking Statements, see Section 4.1 "General Information Cautionary Note Regarding Forward-Looking Statements". Any forecast information and other Forwardlooking Statements in this Section are not guarantees of future outcomes and these future outcomes could differ materially from current expectations. Numerous factors could cause or contribute to such differences, see Section 2 "Risk Factors" for further details. 10.1 Energy Overview The dynamics of energy markets are determined more and more by the emerging economies. The International Energy Agency s ( IEA ) World Energy Outlook 2013 report 1, global energy demand will increase by one-third from 2011 to 2035 in the New Policies Scenario. The report further predicts that emerging economies will account for more than 90% of global net energy demand growth. While Asian energy demand growth is led by China this decade, it shifts towards India and, to a less extent, Southeast Asia after 2025. The Middle East emerges as a major energy consumer, with its gas demand growing by more than the entire Economic Co-operation and Development ( OECD ). The Middle East is the second-largest gas consumer by 2020 and third-largest oil consumer by 2030, redefining its role in global energy markets. Non-OPEC supply plays the major role in meeting net oil demand growth this decade, but OPEC plays a far greater role after 2020. The United States is the world s largest oil producer from 2015 to early 2030s; light tight oil and efficiency policies reduce rapidly its reliance on imports. Brazil becomes a major oil exporter, delivering one-third of global supply growth to 2035. China is about to become the largest oil importer and becomes the largest oil consumer around 2030. The European Union stays the largest gas importer, but demand returns to 2010 levels only as 2035 approaches. Primary energy demand is projected in BP s Energy Outlook 2035 report to increase by 41% between 2012 and 2035, with growth averaging 1.5% per annum ( p.a. ). Growth slows, from 2.2% p.a. for 2005-2015, to 1.7% p.a. 2015-2025 and just 1.1% p.a. in the final decade. The world is leaving a phase of very high energy consumption growth, driven by the industrialisation and electrification of non-oecd economies, notably China. The 2002-2012 decade recorded the largest ever growth of energy consumption in volume terms over any ten year period, and this is unlikely to be surpassed in our timeframe. There is a clear long-run shift in energy growth from the OECD to the non-oecd. Virtually all (95%) of the projected growth is in the non-oecd, with energy consumption growing at 2.3% p.a. 2012-2035. OECD energy consumption, by contrast, grows at just 0.2% p.a. over the whole period and is actually falling from 2030 and onwards. China has emerged as the key growth contributor, but by the end of the forecast China s contribution is starting to fade. India s contribution grows, almost matching that of China in the final decade of the forecast. Below is an overview of world energy consumption by region. Source: BP (www.bp.com/energyoutlook) BP Energy Outlook 2035, January 2014 1 The World Energy Outlook report, November 2013, is available for purchase at www.iea.org 79

Energy Demand Fossil fuels remain the dominant sources of primary energy worldwide in BP s Energy Outlook, accounting for 81% of the overall energy consumption in 2035, a decrease from approximately 86% in 2012. According to IEA, oil is expected to be the slowest growing fuel over the outlook period (13% growth), while renewables is has the most rapidly growth (77%). BP expects energy consumptions grow less rapidly than the global economy, with gross domestic product ( GDP ) growth averaging 3.5% p.a. 2012-2035. As a result energy intensity, the amount of energy required per unit of GDP, declines by 36% (1.9% p.a.) between 2012 and 2035. Fuel shares evolve slowly. Oil s share continues to decline, its position as the leasing fuel briefly challenged by coal. Gas gains share steadily. By 2035 all the fossil fuel shares are clustered around 27% and for the first time since the Industrial Revolution there is no single dominant fuel. Among non-fossil fuels, renewables (including biofuels) gain share rapidly, from around 2% today to 7% by 2035, while hydro and nuclear remain fairly flat. Renewable overtake nuclear in 2025, and by 2035 they match hydro. Source: BP (www.bp.com/energyoutlook) BP Energy Outlook 2035, January 2014 Energy Supply According to BP s Energy Outlook, world primary energy production grows at 1.5% p.a. from 2012 to 2035, matching consumption growth. Growth is concentrated in the non-oecd, which accounts for almost 80% of the volume increment. There is growth in all regions except Europe. Asia Pacific shows both the fastest rate of growth (2.1% p.a.) and the largest increment, providing 47% of the increase in global energy production. The Middle East and North America are the next largest sources of growth, and North America remains the second largest regional producer. There is expansion across all types of energy, with new energy forms playing an increasingly significant role. Renewables, shale gas, tight oil and other new fuels sources will in aggregate grow at 6.2% p.a. and contribute 43% of the increment in energy production to 2035. The new growth of new energy forms is enabled by the development of technology and underpinned by large-scale investments. BP s Outlook assumes that the right competitive and policy conditions are in place to support that investment and technical progress. Below is a graphic of the energy production on a world-wide basis. 80

Source: BP (www.bp.com/energyoutlook) BP Energy Outlook 2035, January 2014 The Oil Price As of June 4, 2014 the oil price was USD 108.4 per barrel (Brent Crude Oil), approximately 13% above the average price of USD 95.9 per barrel over the last five years and 33% above the average price of 81.6 the last ten years. All-time high came back in July 2008 with a price of USD 146.1 per barrel. Strong demand for energy combined with limited supply, OPEC s successful oil market strategy plus supply disruption in key regions like Russia, the Middle East and West Africa, and the risk of gas crisis in North America were the main reasons behind the record-high prices in 2008. For the time being, key drivers in the market are growth in US shale oil production, lower Libyan production than expected and differing views on future Chinese oil demand. The figure below illustrates Brent crude oil price last ten years. Source: Factset as of June 2014 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. 81

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 at the cost of oil demand. Twice a year, or more frequently if required, the Oil and Energy Ministers of the OPEC countries meet to decide on the organisation s output level and consider whether any action to adjust output is necessary in the light of recent and anticipated oil market developments. 10.2 E&P Spending According to DNB Markets Equity Research s E&P spending analysis in the Deepwater development on HOLD report from March 2014 2, offshore E&P spending has increased by 18% compound annual growth rate (CAGR) in the period from 2010 to 2013. This led to increased capacity utilisation in most oil services segments from seismic services, drilling, supply vessel services, subsea services and demand for deep-water equipment and services. In many segments, like for drilling rigs, the market has experience record high day rates and utilisation levels, resulting in increased upgrading and newbuilding activity. In the report, DNB Markets estimates a 4% growth in global E&P spending for 2014 and a moderate 1% growth for offshore E&P spending. The figure below illustrates DNB Markets Equity Research s estimated development in the global E&P spending for oil and gas companies. Below is an overview of the global E&P spending from 1975 up to 2014e. Source: DNB Markets, Bloomberg, March 2014 DNB Markets Equity Research has noticed a shift in the oil companies rhetoric regarding the E&P spending trends, with several of the international oil companies being more vocal about slowing down E&P spending growth. International oil companies are turning their focus from production growth to value management; a common theme among the oil majors at the Q3 2013 results presentations was a focus on capital discipline and free cash flow. DNB Markets Equity Research believes the shift in focus is a result of oil companies failing to deliver on both production growth and shareholder returns despite very high investments levels over the last decade. 10.3 The Norwegian Continental Shelf The Norwegian Continental Shelf, the NCS, is the continental shelf over which Norway exercises sovereign rights as defined by the United Nations Convention on the Law of the Sea and the Norwegian Petroleum Act. Its major parts are the shelves of the North Sea, Norwegian Sea and Barents Sea. The area of the shelf is four times the area of Norway mainland and constitutes about one-third of the Europe continental shelf, and in 2012, Norway was the world s third largest gas exporter and the tenth largest oil exporter. 2 Not publicly available. 82

Below is an overview of the status of the different areas on the NCS. Source: Norwegian Petroleum Directorate (www.npd.no), Facts 2014 Production on the NCS The discovery and subsequent development of Ekofisk in 1969 marked the beginning of oil exploration and production on the NCS. Although most of the NCS has reached its mature phase, there are still large reserves in the province remaining to be found or produced. As of year-end 2013, the Norwegian Petroleum Directorate ( NPD ) estimates in its annual resource accounts, that the total recoverable resources on the NCS are approximately 89.1 billion boe. Out of this, approximately 38.9 billion boe is produced. This is illustrated in the figure below, which shows the distribution of petroleum resources by maturity as of 31 December 2013. 83

Source: Norwegian Petroleum Directorate (www.npd.no), Facts 2014 The oil production from existing fields on the NCS has peaked and is declining. Oil production in 2013 was 84.9 million Sm 3 (1.5 million bbls per day), compared with 89.2 million Sm 3 (1.5 billion bbls per day) in the previous year. 78 fields contributed to the total oil production in 2013, in addition to test production from one discovery. Continued investments in the drilling of new development wells and other measures to improve recovery are important for the oil production on the NCS. In 2013, 108.7 billion Sm 3 gas was sold. This represents a reduction of 5.8 billion Sm 3 compared with 2012 (five per cent). The NPD expects gas output from existing fields to increase somewhat during the next five years. In 2013, 17.7 million Sm 3 (0.3 million boepd) NGL and 4.0 million Sm 3 (0.1 million boepd) condensate was produced on the NCS. Below is an overview of the production development, where 1 Sm3 = 6.29 barrels. Source: Norwegian Petroleum Directorate (www.npd.no), Fields and Discoveries 2014 84

In order to increase the production and tap the resource potential on the NCS, the oil industry has to increase its exploration efforts. The number of wildcats (oil wells in an unexplored area) and appraisal wells being drilled on the NCS were historically low until 2005, but started to increase thereafter, due to the Norwegian government s ambition to increase drilling on the NCS. The number of spudded exploration wells reached a record high of 65 wells in 2009. In 2013, 45 wildcats and 14 appraisal wells were commenced. NPD forecasts 52 exploration wells in 2014. The development in exploration activity is illustrated in the figure below. Source: Norwegian Petroleum Directorate (www.npd.no), The Shelf 2013 Measures for increasing production on the NCS Production from existing oil fields on the NCS is declining, and a step-up in exploration activity combined with increased production from existing fields, is needed to reach government stated production goals. Among the measures taken to stimulate increased exploration are (i) a more flexible and effective exploration policy (i.e. increasing acreage available for exploration and increasing the number of licenses awarded), (ii) increasing the number of companies on the NCS, and (iii) tax incentives to encourage companies to increase the exploration activity. These measures are briefly described in the following. (i) Increased acreage A first measure taken by the government to increase the activity on the NCS was to increase the acreage available for exploration, both in mature and immature areas. To increase the activity in mature areas the Norwegian government started to award new production licenses annually in 2003, the APA. Since the first APA round in 2003, the APA acreage has been expanded several times and the APA 2013 comprised a total of 18,136 km2. In the APA 2013 the government awarded 65 licenses, while the numbers were 51, 60, 49, 38, 35 and 52 in APA12, APA11, APA10, APA09, APA08 and APA07, respectively. (ii) Increased number of companies on the NCS In addition to increasing the acreage available for exploration, the Norwegian government also expressed its desire to increase the number of companies on the NCS. The Norwegian government acknowledged that the interest among many of the established players for mature areas on the NCS is moderate, and have stressed the importance of new and creative solutions to increase the production on the NCS. The criteria for award of licenses in APAs and Licensing Rounds are factors like technical quality of the application, demonstrated quality of the company and the proposed work program. There is no upfront payment for the production licenses, however, a fee of NOK 116,000 applies for the handling of the license application, which is awarded by the MPE based on a full technical evaluation by the NPD. The MPE is required to make its decision on the basis of objective, non-discriminatory and published criteria. The authorities have a strong focus on attracting technically competent companies that can contribute to the development of the NCS and have therefore introduced a prequalification system. All new oil companies have to be prequalified by the authorities before they can be awarded or acquire interests in production licenses. This system ensures that only companies with 85

proper and relevant competence and system in place, as well as necessary financial resources, are approved as licensees on the NCS. The figure below shows the number of players on the NCS from 2000 measured against increased exploration activity. The figure below shows the number of players and spudded exploration and appraisal wells 2000 2013. Source: Factpages Norwegian Petroleum Directorate (factpages.npd.no), DNB Markets iii) Tax incentives Companies which are not in tax paying position may annually claim a refund from the State of the tax value of direct and indirect cost, except financial charges, incurred in exploration for petroleum resources. The tax value is set to the total of direct and indirect costs multiplied by the tax rate, currently 78 per cent. The refund will reduce the tax loss carry forward correspondingly. The amount of exploration cost may not exceed the annual net loss from the petroleum activities of the taxpayer, to ensure that the costs are not already set off against taxable income. Increased interest for the Northern waters in Norway There is a strong interest for new acreage offshore Mid and Northern Norway, areas which are still regarded as frontier areas on the NCS. An increasing number of players are building up acreage positions in the Norwegian Sea and the Barents Sea. In the 22nd licensing round awarded in the spring of 2013, most of the large players on the NCS applied for acreage in these areas, hereof 5 of 7 Super Majors, 8 of 9 Utilities and 14 of 20 Large & Mid Caps. 29 companies were awarded licenses out of the 36 companies that applied. The 23rd licensing round was started August 2013 with invitations to nominate areas on the shelf. This licensing round will most likely focus on the Barents Sea. The figure below shows the applicants in the last numbered rounds. Source: Norwegian Petroleum Directorate (www.npd.no), DNB Markets 86

In the Barents Sea, 37 companies hold licenses, of which 17 are active as operators. Statoil Petroleum AS and Petoro AS are the dominant players, while the Company has a significant acreage position. The figure below shows the largest players in the Barents Sea. Source: Factpages Norwegian Petroleum Directorate (factpages.npd.no), DNB Markets Compared to the North Sea both the Norwegian Sea and in particular the Barents Sea are in a less mature phase with 72% of the estimated recoverable resources yet to be discovered. As of year-end 2013, the NPD estimates total remaining recoverable resources in these areas to be around 22.7 billion boe, representing 45% of the total estimated remaining resources on the NCS. Of the 22.7 billion boe, 11.7 billion boe is estimated in the Norwegian Sea and 10.9 billion boe in the Barents Sea. The figure below shows total resources in North. Source: Norwegian Petroleum Directorate Facts 2014 (www.npd.no), DNB Markets Unopened areas There are still large areas of the NCS that the Norwegian Parliament has not yet opened for petroleum activities. This applies to the entire northern Barents Sea, the north-eastern Norwegian Sea (Troms II, Nordland VII and parts of Nordland IV, V and VI), Skagerak and the areas surrounding Jan Mayen. The general rule for unopened areas is that the Norwegian 87

Parliament must resolve to open an area for petroleum activities before a licensing round can be announced. The basis for such decisions must include preparation of an impact assessment to consider factors such as economic and social effects, as well as environmental effects the activities could have for other industries and the surrounding district. The Government decided in 2009 to initiate an opening process for petroleum activities near Jan Mayen, with a view towards awarding production licenses. An environmental impact assessment with a number of studies has been carried out, and will shed light on consequences for, among other things, other industry and commerce activities, society and the environment. In addition, the Norwegian Petroleum Directorate has assessed potential petroleum resources in the surrounding waters. The opening process of Jan Mayen is still on-going. Iceland has implemented two licensing rounds on their side of the demarcation line. After the treaty with Russia on maritime delimitation and collaboration in the Barents Sea and the Arctic Ocean came into force on 7 July 2011, work began on a process to open Barents Sea South Ease for petroleum activities. The areas were opened for activity in 2013. The announcement of the 23 rd licensing rounds includes blocks in the Barents Sea South East for the first time. Awards are expected in 2015. 10.4 Regulatory Framework on the Norwegian Continental Shelf The ultimate regulatory authority with respect to the petroleum activities on the NCS is exercised by the Norwegian Parliament ( Stortinget ). The overall responsibility for ensuring that the petroleum activities are carried out in accordance with the regulatory framework laid down by Stortinget, rests with the Ministry of Petroleum and Energy. Subordinated to the MPE is the NPD whose activities relate to resource management and day-to-day issues. The Petroleum Safety Authority ( PSA ), the regulatory authority for technical and operational safety, including emergency preparedness, and for the working environment, is subordinated to the Ministry of Labour. Policy and legislation concerning taxation of the petroleum industry is handled by MoF and annual tax assessments are carried out by the Oil Taxation Office. The Norwegian Environment Agency ( NEA ) has regulatory responsibility for pollution caused by petroleum activities on the NCS. General Framework The legal basis for the government regulation of the petroleum sector is constituted by section 1-1 of the 1996 Petroleum Act, which states that the proprietary right to subsea petroleum deposits is vested in the Norwegian State. The Petroleum Act provides the legal framework for the licensing system, whereby exploration and production licenses are awarded, as well as providing provisions regarding exploration, development, production and transportation of petroleum. The level of state participation in the petroleum activities is high. The Norwegian State is the largest player on the NCS, by way of its shareholdings in Statoil Petroleum AS, and by way of the State s Direct Financial Interest ( SDFI ), whereby the State participates directly in various production licenses. The SDFI is managed by the State-owned company Petoro AS. The legal basis for taxation of offshore petroleum activities is the 1975 Act Relating to Taxation of Subsea Petroleum Deposits. The Licensing System The Norwegian offshore licensing system comprises various licenses, approvals, agreements and other mechanisms. Companies can apply for an exploration license, for the purpose of exploration activities, typically performing geological and other surveys (excluding drilling to oil-bearing strata) in a certain area. This license does however not give any exclusive rights in the relevant area. The production license is the core document in the licensing system, and gives the licensee an exclusive right to explore for (including exploration drilling), develop and produce petroleum in the block(s) covered by the license. There are two systems for awarding production licenses on the NCS. Production licenses may be awarded in licensing rounds, which normally are arranged every second year. In addition, as from 2003, unlicensed acreage in mature areas on the NCS is opened for application in annually award procedures. This award system ensures that very large areas close to existing and planned infrastructure are available for the industry. This area will be expanded as new areas mature. Companies can apply for license awards individually or in groups. To be eligible for license award, the company must be pre-qualified as a licensee, meaning that it must fulfil certain criteria regarding organisation, qualification, financial strength, etc. There is no direct cash payment to the State for the award of development or production licenses; however, an application fee of NOK 116,000 applies for the handling of the license application. An important factor which the MPE regularly asses in the competition for awards is the extent of work obligations which the applicant is willing to assume. 88

If the licensee has a parent company, the parent will regularly be required by the MPE to furnish a parent company guarantee, on a standard format provided by the MPE, to ensure fulfilment of obligations undertaken by the licensee towards the State or Norwegian public institutions, and for the licensee s possible liability towards the same in connection with petroleum activities. In addition to the regulatory requirements mentioned above, the licensees are obligated to cover the capital expenditures relating to the work obligations in which the relevant license is subject to. Such capital expenditures will vary on a case-by-case basis. If such costs are not covered, the license may be withdrawn. Further, the ability to carry out exploration and development activities will also depend on other economic conditions such as the price of oil and natural gas (the break-even price) and availability of rig capacity on acceptable terms. Finally, the overall profitability of a development project may be taken into consideration when the MPE considers the PDO submitted for approval. The production license can be awarded to one or several oil companies, thus becoming licensees. One of them is appointed by the MPE as operator, who becomes responsible for the daily operations of the parties joint activities in accordance with the Production License. The production license governs the licensees rights and obligations towards the State. The license is awarded for an initial period (could be up to 10 years), within which period the specified work program must be fulfilled. After such fulfilment of the work program, the licensees may require that the license is extended. The extension period shall as a general rule be up to 30 years. The licensees can in general retain up to half the acreage covered by the license when entering into the extension period. In recent years, the MPE has typically required that for acreage that has already been explored, licensees must decide to drill an exploration well within a relatively short time (typically 2 years), in order to retain the license ( drill or drop ). An area fee also applies after the initial period, based on the size of the acreage. One of the conditions of the award of a production license is that the licensees enter into an agreement for petroleum activities. Such agreement consists of certain specific provisions, which set out e.g. the voting rules in the license, and the standard joint operation agreement (the JOA ) and the accounting agreement. The latter regulates the accounting and financial aspects of the license joint venture. The JOA governs the relationship between the licensees, as it forms the basis for day-to-day management of the activities, allocation of cost, decision making processes, the operators duties etc. A management committee is established as the supreme body of the license joint venture, in which all licensees are represented. All petroleum produced is allocated to the licensees in accordance with their shares in the license. If a petroleum deposit extends over more than one production license, the affected licensees must enter into a unitisation agreement which governs the licensees rights in the deposit and which in practice replaces the JOA and the accounting agreement in relation to the joint deposit. The licensees rights are divided in accordance with the physical distribution of the deposit between the production licenses. This distribution may be subject to later redetermination which will affect the parties participating interests in the joint deposit. Assignments of license interest are subject to the MPE s approval, and also to a tax clearance from the MoF. The MoF will apply a principle of tax neutrality, which means that the seller s gain from the sale shall not be taxable, and the purchaser s costs in acquiring the interest shall not be deductible. Transfer of controlling interests in companies holding production licenses are also subject to approval. In practice, the MPE often distinguishes between various levels of control: negative control (generally, over 33,3%), positive control (generally, over 50%), full control (generally, over 66,7%) and full ownership (will generally apply at 90% as this triggers a squeeze-out right for the shareholder over the remaining shares). The requirement for approval arises when an investor moves from one level to a higher level. Exploration As mentioned above, while certain exploration activities can be carried out pursuant to an exploration license, exploration drilling (to and in oil-bearing strata) can only be carried out pursuant to a production license. The operator must obtain consent from the PSA and the NPD prior to start-up drilling operations. Such consent must be obtained for each exploration well. When applying for such consent, the operator must submit detailed information with regard to both technical and environmental aspects of the planned operation, and comprehensive HSE procedures must be in place, including the establishment of emergency preparedness procedures. Permits to discharge to sea and air must also be obtained from the Norwegian Pollution Control Authority and is a part of the consent to drill. Development In order to develop a petroleum deposit, the license partners must submit a Plan for Development and Operation ( PDO ) to the authorities. The PDO sets out inter alia the development solution, estimated development costs, production profile for the deposit as well as information regarding decommissioning. Moreover, the PDO shall comprise information on facilities for utilisation and transportation of petroleum. 89

The PDO must be approved by the MPE, and shall also be presented to Stortinget if the estimated investment is more than NOK 10 billion. According to the provisions of the JOA, the management committee in the license joint venture decides on whether to submit a PDO to the MPE for approval. In addition, each licensee must, towards the MPE, individually accede to the plan. If a licensee does not accede to a PDO, the licensees that have acceded the plan may carry out the project on their own ( sole risk ). The licensee not participating retains its rights in the license acreage outside the deposit which is comprised by the project. Infrastructure In order to construct and operate facilities for transportation and utilisation of petroleum, typically pipelines and processing facilities, a Plan for Installation and Operation ( PIO ) must be submitted to the MPE for approval (if the facilities are not already comprised by an approved PDO). Generally, the MPE may decide that owners of transportation and processing facilities shall provide access to third parties. If no agreement for such use is reached, the MPE can impose a solution on the parties. As for the Gassled joint venture, which virtually comprises all transportation and processing facilities for gas transportation on the NCS as well as receiving terminal in the UK and on the European continent, a general principle of third party access applies. Access may, however, be limited due to capacity constraints. Production Based on the PDO, the NPD issues annual production permits allowing the licensees to produce defined volumes of petroleum, considering inter alia, proper resource management. In addition, the licensees need consent to use the installations and permit for discharges and emissions. The main principle for the NPD is to ensure maximum depletion of petroleum from the reservoirs. Duration and extension of production licenses A production license is initially granted for up to 10 years. If initially granted for a shorter period of time, the MPE may subsequently extend the license period within the 10 year limit. If the license group has fulfilled the work commitment(s) imposed when the production license was granted, the license group may demand an extension of the license after expiry of the initial license period. Such extension period shall be stipulated specifically for each production license and is normally set for up to 30 years. In certain cases however, the MPE sets an extension for up to 50 years. When particular reasons warrants it, the MPE may on application from the license group extend a production license in excess of the (first) extension period. A new extension of the production license is typically relevant for fields with significant remaining resources at the end of the license period. If the MPE grants an extension in excess of the extension period, the MPE may stipulate special terms and conditions for such particular extension. Thus, it is up to the MPE to decide whether a new extension shall be granted and if the conditions for the activity in the license shall be amended or continued along the lines of the plans that are submitted. In particular, the MPE may reserve the right to (increase) State participation in the license if considered a necessary measure to give all the licensees incentives to work for a long-term, efficient and effective operation of the license. Such conditions may especially be considered if the relevant production license has a low State ownership interest and/or significant remaining reserves. However, the MPE has stated that it will approve applications for new extensions of the license period for a production license with the same ownership structure if the application substantiates improved utilisation of reserves, unless special conditions call for something else. Environmental conditions for exploring and development Liability for pollution damage Chapter 7 of the Petroleum Act stipulates a strict liability for pollution damage on all the licensees, thus, a licensee is liable for pollution damage without regard to fault. However, if it is demonstrated that an inevitable event of nature, act of war, exercise of public authority or a similar force majeure event has contributed to a considerable degree to the damage or its extent under circumstances which are beyond the control of the liable party, the liability may be reduced to the extent it is reasonable, with particular consideration to the scope of the activity, the situation of the party that has sustained damage and the opportunity for taking out insurance on both sides. A claim against the license holders for compensation relating to pollution damage shall initially be directed to the operator. If any part of the compensation is left unpaid on the due date by the operator, this part shall be covered by the licensees in accordance with their participating interest in the license. If any of the licensees fails to cover his share, the liability relating to this share shall be allocated proportionately between the others licensees. 90

Discharge permits Emissions and discharges from Norwegian petroleum activities are regulated through several acts, including the Petroleum Act, the CO2 Tax Act, the Sales Tax Act, the Greenhouse Gas Emission Trading Act and the Pollution Control Act. Discharge of oil and chemicals in relation to exploration, development and production of oil and natural gas are regulated under the Pollution Control Act (the Pollution Act ). In accordance with the provisions of the Pollution Act, the operator must apply for a discharge permit from relevant authorities on behalf of the license group in order to discharge any pollutants into the water. Further, the Petroleum Act states that burning of gas in flares beyond what is necessary to ensure normal operations is not permitted without approval from the MPE. All operators on the NSC are under an obligation to and responsible for establishing sufficient procedures for the monitoring and reporting of any discharge into the sea. The Climate and Pollution Agency, the Norwegian Petroleum Directorate and the Norwegian Oil Industry Association have established a joint database for reporting emissions to air and discharges to sea from the petroleum activities, «Environmental Web» (EW). All operators on the NCS report emission and discharge data directly into the database. Decommissioning The licensees are required to submit to the MPE a plan for decommissioning and cessation of the petroleum activities. The MPE then decides, based on the plan, on the disposal of the facilities. The decommissioning costs are carried by the licensees, and are petroleum tax deductible for current licensees. Following transfer, cf. below, of a license share, a company will remain liable on a secondary pro rata basis for decommissioning cost if its successor defaults on its obligations to pay such cost. Such liability is on after tax terms, meaning that the company being held liable on a secondary pro rata basis will not get a tax deduction. The Petroleum Tax Act For companies participating in production and transportation of petroleum products on the NCS, there are two, partially overlapping income tax regimes: ordinary income tax imposed by the general rules in the Norwegian General Tax Act of 1999 (the GTA ) and the special petroleum tax on income imposed by the Petroleum Tax Act (the PTA ). As a result, the total marginal income tax rate for companies engaged in E&P activities on the NCS is 78 per cent, consisting of a 27 per cent general income tax and a 51 per cent special petroleum tax to the State levied on income generated by exploitation, treatment or transportation of petroleum, ref. the PTA section 5. The petroleum tax applies on a corporation net profit level, not on a ring-fenced basis. Losses generated by other activities may as a general rule not be set off against assessed income for special tax (51 per cent) purposes and there are limitations on the right to set of other losses against the general tax (27 per cent) basis. Taxable income is computed according to the general tax legislation and particular rules set out in the PTA. Gross income generated by oil sales is assessed according to a norm price system, whereby the sales prices are fixed by an administrative body with the objective of arriving at fair market prices. Income generated by gas sales is, with very few exceptions, assessed on actual sales prices. Although certain important deductible expenses are dealt with in the PTA, the deductibility of expenses for purposes of the special petroleum tax is based on the general rules in the GTA. The timing of deductions for tax purposes generally follows the realisation principle, i.e. when the expense is unconditionally incurred by the taxpayer. Provisions in the accounts based on prudent accounting principles are generally not deductible for tax purposes. Financial items, such as interest income and expenses and currency losses and gains etc. are taxable. However, interest expenses and foreign currency items relating to interest-bearing debt instruments are treated separately from other financial items. Such costs fall within the offshore tax regime, meaning that they are deductible against income taxed at 78 per cent. However, the amount of such costs deductible against income falling within the offshore tax regime is capped as follows: Offshore tax deduction = (Interest cost + exchange gain/loss) x 50% x Tax value offshore assets 31.12 Average interest-bearing debt Any such costs in excess of this cap together with other financial items fall within the ordinary corporate tax regime, meaning that they are deductible against income taxed at 27 per cent. If the taxpayer does not have any income which is taxed under the ordinary corporate tax regime from which the excess costs can be deducted, it may deduct an amount from its offshore income but only so as to give it an effective deduction against 27 per cent tax, and not against 78 per cent tax. For general income tax purposes, depreciation deductions are permitted under a reducing balance system. For petroleum tax purposes depreciations of production installations are permitted under a straight-line basis at a rate of 16 2/3 per 91

cent annually from the year in which the investments takes place, i.e. a deprecation over 6 years. In addition to the depreciation allowance offered, an uplift of 5.5 per cent pr. year is granted in the special tax basis for a four-year period for investments in production and pipeline facilities. Hence, a licensee on the NCS that is subject to Norwegian taxation will be entitled to tax deductions with regard to exploration and production costs (running expenses, net financial items, depreciations and uplift) and transportation costs (tariff payments). Losses for tax purposes may be carried forward indefinitely. Interest is added for losses incurred in 2002 and subsequent years. The calculated interest is added to loss carry forward at the end of each year. Refund of Tax Value of Exploration Cost Companies which are not in a tax position may annually claim a refund from the State of the tax value of direct and indirect costs, except financial charges, incurred in exploration for petroleum resources. The tax value is set to the total of direct and indirect costs multiplied by the tax rate, currently 78 per cent. The refund will reduce the tax loss carry forward correspondingly. The amount of exploration costs may not exceed the annual net loss from the petroleum activities of the taxpayer, to ensure that the costs are not already set off against taxable income. Transfer of License Interest All (direct or indirect) assignments of petroleum production licenses on the NCS are subject to the approval by the MPE under the Petroleum Act section 10-12 and of the MoF under the PTA section 10. In Regulations dated 1 July 2009 the MoF has decided that certain, typical, transactions for which the PTA section 10 applies shall be approved as such, on terms set out in the regulations, without any processing of applications, provided that the parties submit certain information to the MoF and the oil taxation authorities. For transactions not covered by said Regulations, one would still have to apply for an approval from the MoF. The MoF may stipulate specific conditions, which also deviate from the general tax legislation. The guiding principle for approval of transactions is that they should be revenue neutral to the State, i.e. that the total anticipated tax payments of the buyer and the seller before and after the transaction remain unchanged. Practice concerning such transactions has undergone considerable changes over the years, but will now follow the most recent guidelines issued by the MoF on 1 July 2009. According to the guidelines, the existing tax balances (depreciation and uplift) will (as the main rule) be transferred from the seller to the buyer with the assets. Thus, there will be no step up of the tax balances as a result of the transaction. 92

11. CAPITALISATION AND INDEBTEDNESS This Section provides information about (a) the Company s capitalisation and net financial indebtedness on an actual basis as of 31 March 2014 (restated) and 31 December 2013. The information presented below should be read in conjunction with Section 12 Selected Financial Information and Section 13 Operating and Financial Review. 11.1 Capitalisation NOK thousands Actual as of 31 March 2014 (Unaudited) Actual as of 31 December 2013 (Unaudited) Shareholders equity Paid-in capital... 3,230,249 3,230,249 Retained earnings... (57,563) (41,780) Total shareholders equity (A)... 3,172,686 3,188,469 Current liabilities Guaranteed and secured (1)... Guaranteed but unsecured (1)... Secured but unguaranteed (1)... 899,164 930,485 Unguaranteed and unsecured... 854,108 966,634 Total current liabilities... 1,753,272 1,897,119 Non-current liabilities Guaranteed and secured (1)... Guaranteed but unsecured (1)... Secured but unguaranteed (1)... 2,150,288 2,036,907 Unguaranteed and unsecured... 3,390,578 3,418,856 Total non-current liabilities... 5,540,866 5,455,763 Total liabilities (B)... 7,294,138 7,352,882 Total capitalisation (A)+(B)... 10,466,824 10,541,351 (1) As described in section 13.7 the main assets furnished as security for the Company's loan are licenses, tax receivable, accounts receivable, positive value of derivatives and possible insurance claims. 11.2 Net Financial Indebtedness NOK thousands Actual as of 31 March 2014 (Unaudited) Actual as of 31 December 2013 (Unaudited) A. Cash... 5 5 B. Cash equivalents... 810,718 1,693,314 C. Restricted cash deposits... 10,346 15,847 D. Liquidity (A)+(B)+(C)... 821,069 1,709,166 E. Current financial receivables... 2,186,449 2,068,966 F. Current bank debt... 680,794 478,050 G. Current portion of non-current debt... H. Other current financial debt... 1,072,478 1,419,069 I. Current financial debt (F)+(G)+(H)... 1,753,272 1,897,119 J. Net current financial indebtedness (I)-(E)-(D)... (1,254,246) (1,881,013) K. Non-current bank debt... 2,150,288 2,036,907 L. Bonds issued... 2,475,559 2,473,582 M. Other non-current financial debt... 915,019 945,274 N. Non-current financial debt (K)+(L)+(M)... 5,540,866 5,455,763 O. Net financial indebtedness (J)+(N)... 4,286,620 3,574,750 Indirect and Contingent Indebtedness The petroleum activities on the Norwegian Continental Shelf are mainly structured in joint ventures whereas the partners might be jointly and severally liable for all obligations arising by virtue of the joint venture's activities. This implies that the Company might be subject to increase debt exposure if one partner fails to meet its obligations. It is difficult to estimate the exposure in this respect. In general, the Company has partners which are historically financially stable (i.e. Statoil) on their main fields, thus this is not assessed to be a high risk for the Company. 93

12. SELECTED FINANCIAL INFORMATION The following selected financial information has been extracted from the Company's unaudited Interim Financial Statements as of and for the three months ended 31 March 2014 (restated) and 31 March 2013, and the Company's audited Financial Statements as of and for the years ended 31 December 2013, 2012 and 2011, except the unaudited pro forma financial income statement information for the year ended 31 December 2013 and the three months ended 31 March 2014, and the unaudited pro forma financial position information as of 31 March 2014. The Financial Statements have been prepared in accordance with IFRS, and the unaudited Interim Financial Statements have been prepared in accordance with IAS 34. The selected combined financial information, and the selected interim financial information, included herein should be read in connection with, and is qualified in its entirety by reference to, the annual financial statements which are incorporated by reference to this Prospectus, see Section 23 "Incorporation by Reference; Documents on Display" and the interim financial report for the three months ended March 31, 2014, included in this Prospectus as Appendix E First Quarter 2014 Interim Financial Information and Accompanying Independent Auditors' Review Report; and should be read together with Section 14 "Operating and Financial Review". 12.1 Selected Income Statement Information The table below sets out a summary of the Company's unaudited income statement information for the first three months ended 31 March 2014 (restated) and 2013, and the Company's audited income statement information for the years ended 31 December 2013, 2012 and 2011. NOK thousands Three Months Ended 31 March Year Ended 31 December 2014 2013 2013 2012 2011 Results (unaudited) (unaudited) Petroleum revenues... 155,101 78,709 933,162 325,093 361,774 Other operating revenues... 3,241 1,630 10,719 7,351 75,768 Total operating revenues... 158,342 80,339 943,881 332,444 437,542 Exploration expenses... 109,582 233,738 1,637,063 1,609,314 1,012,191 Production costs... 42,949 41,512 249,619 210,962 181,888 Payroll and payroll-related expenses... 4,559 1,527 38,025 11,000 31,732 Depreciations... 88,863 34,997 470,529 111,687 78,518 Impairments... 167,373 666,135 2,149,653 150,990 Other operating expenses... 13,305 19,208 109,886 82,799 60,721 Total operating expenses... 426,631 330,983 3,171,256 4,175,415 1,516,040 Operating profit/loss... (268,289) (250,644) (2,227,375) (3,842,971) (1,078,498) Interest income... 12,145 7,202 40,750 54,997 69,900 Other financial income... 34,663 20,602 80,567 68,399 26,825 Interest expenses... 86,753 12,748 301,834 128,250 305,969 Other financial expenses... 20,530 47,153 137,435 101,050 23,111 Net financial items... (60,475) (32,097) (317,952) (105,904) (232,355) Profit/loss before taxes... (328,764) (282,741) (2,545,327) (3,948,875) (1,310,853) Taxes (+)/tax income... (312,981) (262,415) (1,996,727) (2,991,624) (940,594) Net profit/loss... (15,783) (20,326) (548,600) (957,251) (370,259) Weighted average no. of shares outstanding... 140,707,363 140,707,363 140,707,363 128,649,729 115,058,944 Weighted average no. of shares fully diluted... 140,707,363 140,707,363 140,707,363 128,649,729 115,058,944 Profit/loss after taxes per share (adjusted for split)... (0.11) (0.14) (3.90) (7.44) (3.22) Profit/loss after taxes per share (adjusted for split) fully diluted... (0.11) (0.14) (3.90) (7.44) (3.22) Statement of comprehensive income Profit/loss for the period... (15,783) (20,326) (548,600) (957.251) (370,259) Items that will not be reclassified over profit and loss Actual gain/loss pension plan... 4,064 (6,834) Tax related to items which will not be reclassified... (3,170) 5,331 94

NOK thousands Three Months Ended 31 March Year Ended 31 December 2014 2013 2013 2012 2011 Total loss... (15,783) (20,326) (547,706) (958,756) (370,259) Attributable to: Majority interests... (547,706) (958,755) (370,259) Total... (15,783) (20,326) (547,706) (958,755) (370,259) 12.2 Selected Financial Position Information The table below sets out a summary of the Company's unaudited statement of financial position as of 31 March 2014 (restated) and 2013, and the Company's audited balance sheet information as of 31 December 2013, 2012 and 2011. NOK thousands As of 31 March As of 31 December 2014 2013 2013 2012 2011 Assets (unaudited) (unaudited) Intangible assets Goodwill... 321,120 387,551 321,120 387,551 525,870 Capitalised exploration expenditures... 1,555,348 2,247,718 2,056,100 2,175,492 2,387,360 Other intangible assets... 643,050 660,581 646,299 665,542 905,726 Deferred tax asset... 795,400 630,423 Tangible fixed assets Property, plant and equipment... 3,536,285 2,486,607 2,657,566 1,993,269 902,071 Financial assets Long-term receivables... 286,082 328,379 125,432 31,995 Other non-current assets... 282,472 200,559 285,399 193,934 18,423 Non-current assets... 7,419,757 6,311,395 6,722,340 5,447,783 4,739,450 Inventories Inventories... 39,549 21,059 40,880 21,209 37,039 Receivables Accounts receivable... 128,239 86,452 134,221 101,839 146,188 Other short-term receivables... 617,286 337,720 499,419 342,566 532,538 Short term deposits... 24,375 23,625 24,075 23,138 21,750 Calculated tax receivables... 1,416,550 1,278,297 1,411,251 1,273,737 1,397,420 Cash and cash equivalents Cash and cash equivalents... 821,069 735,706 1,709,166 1,154,182 841,599 Total current assets... 3,047,067 2,482,859 3,819,012 2,916,671 2,976,534 Total assets... 10,466,824 8,794,255 10,541,352 8,364,453 7,715,984 Equity and liabilities Paid-in-capital Share capital... 140,707 140,707 140,707 140,707 127,916 Share premium... 3,089,542 3,089,542 3,089,542 3,089,542 2,083,271 Total paid-in equity... 3,230,249 3,230,249 3,230,249 3,230,249 2,211,187 Other equity... (57,563) 485,600 (41,780) 505,926 1,465,364 Total equity... 3,172,687 3,715,849 3,188,470 3,736,175 3,676,551 Provision for liabilities Pension obligations... 36,375 54,625 66,512 65,258 46,944 Deferred taxes... 125,113 126,604 2,042,051 Abandonment provision... 829,720 867,895 828,529 798,057 285,201 Provisions for other liabilities... 696 325 780 647 1,643 Non-current liabilities Bonds... 2,475,559 589,939 2,473,582 589,078 587,011 Other interest-bearing debt... 2,150,288 1,453,053 2,036,907 1,299,733 Derivatives... 48,228 48,693 49,453 45,971 Current liabilities 95

NOK thousands As of 31 March As of 31 December 2014 2013 2013 2012 2011 Short-term loan... 680,794 969,819 478,050 567,075 379,550 Trade creditors... 218,370 230,398 452,435 258,596 274,308 Accrued public charges and indirect taxes... 24,457 18,881 23,579 24,536 18,568 Abandonment provision... 156,397 147,375 Other current liabilities... 673,254 719,684 795,680 852,722 404,156 Total liabilities and provision for liabilities... 7,294,137 5,078,505 7,352,882 4,628,277 4,039,432 Total equity and liabilities... 10,466,824 8,794,255 10,541,352 8,364,453 7,715,984 12.3 Selected Changes in Equity Information The table below sets out a summary of the Company's audited changes in equity information for the years ended 31 December 2011, 2012 and 2013, and the Company s unaudited changes in equity information for the first three months ended 31 March 2014 (restated). NOK thousands Total Balance as of 1 January 2011... 3,057,510 Balance as of 31 December 2011... 3,675,867 Balance as of 31 December 2012... 3,736,175 Balance as of 31 December 2013... 3,188,470 Balance as of 31 March 2014 (unaudited)... 3,172,687 12.4 Selected Cash Flow Information The table below sets out a summary of the Company's unaudited cash flow information for the first three months ended 31 March 2014 (restated) and 2013, and the Company's audited cash flow information for the years ended 31 December 2013, 2012 and 2011. NOK thousands Three Months Ended 31 March Year Ended 31 December 2014 2013 2013 2012 2011 Cash flow from operating activities (unaudited) (unaudited) Profit/loss before taxes... (328,764) (282,741) (2,545,327) (3,948,875) (1,310,854) Taxes paid during the period... (26,585) (5,489) Taxes refund during the period... 1,318,430 1,443,140 2,323,865 Depreciation... 88,863 34,997 470,529 111,687 78,518 Net impairment losses... 167,373 666,135 2,149,653 150,990 Accretion expenses... 12,920 9,924 42,765 17,519 17,009 Reversal of tax item related to shortfall value of purchase price allocation... (57,000) (67,823) Profit/losses on sale of licenses... 734 13,461 Changes in derivatives... (2,383) 2,708 3,174 44,847 6,033 Amortisation of interest expenses and arrangement fee... 10,064 9,291 88,458 39,576 59,438 Expensed capitalised dry wells... 73,601 163,563 1,150,541 1,116,403 534,640 Changes in inventories, accounts payable and receivables... (226,752) (12,661) 141,786 44,467 (57,935) Changes in net current capital and in other current balance sheet items... (283,796) (191,924) (394,934) 444,144 (275,741) Net cash flow from operating activities... (488,876) (266,843) 915,707 1,419,022 1,452,651 Cash flow from investing activities Payment for removal and decommissioning of oil fields... (2,706) (2,056) (36,739) (678) (35) Disbursements on investments in fixed assets... (589,611) (461,186) (1,495,709) (2,874,627) (388,160) Disbursements on investments in capitalised (114,942) (236,007) (1,358,941) (1,114,277) (1,440,812) 96

NOK thousands Three Months Ended 31 March Year Ended 31 December 2014 2013 2013 2012 2011 exploration and other intangible assets... Sale/farm-out of tangible fixed assets and licenses... 86,472 414,336 110,574 Net cash flow from investing activities... (707,260) (699,249) (2,804,917) (3,575,246) (1,718,433) Cash flow from financing activities Private placement... 900,844 609,452 Repayment of short-term debt... (1,500,000) (2,000,000) (2,539,850) Repayment of long-term debt... (290,927) (2,185,102) (600,000) Proceeds from the issuance of long-term debt... 398,966 147,616 4,729,297 1,967,968 Proceeds from the issuance of short-term debt... 200,000 400,000 1,400,000 2,200,000 2,248,448 Net cash flow from financing activities... 308,039 547,616 2,444,195 2,468,812 318,050 Net change in cash and cash equivalents... (888,097) (418,476) 554,984 312,583 52,269 Cash and cash equivalents at start of the period.... 1,709,166 1,154,182 1,154,182 841,599 789,330 Cash and cash equivalents at end of the period... 821,069 735,706 1,709,166 1,154,182 841,599 Breakdown of cash equivalents at end of period Bank deposits etc.... 810,723 725,109 1,693,319 1,140,750 828,772 Restricted bank deposits... 10,346 10,597 15,847 13,432 12,827 Cash and cash equivalents at end of the period... 821,069 735,706 1,709,166 1,154,182 841,599 12.5 Other Selected Financial and Operating Information The table below sets out certain other unaudited non-ifrs key financial and operating information for the Company: NOK thousands, except ratios As of or for the Three Months Ended 31 March 2014 As of or for the Year Ended 31 December 2013 (unaudited) (unaudited) EBITDA (1)... (12,054) (1,090,711) NIBD (2)... 4,485,572 3,279,373 Equity ratio (3)... 30.31 30.25 Debt-to-equity ratio (4)... 2.30 2.31 Interest coverage ratio (5)... (3.09) (7.38) (1) (2) (3) (4) (5) The Company defines EBITDA as operating profit before depreciation, amortisation and impairment charges. Net interest bearing debt, which is interest bearing debt less cash and cash equivalents excluding debt service reserves and rental deposit accounts. Total shareholders' equity divided by total assets, multiplied by 100. Total liabilities to shareholders equity. EBIT (being operating profit) to interest expenses. 97

12.6 Unaudited Pro Forma Financial Information On June 2 2014 the Company entered into the SPA with Marathon Oil Corporation whereby the Company will acquire 100% of the shares in Marathon Norway for a cash consideration of USD 2.1 billion. The cash consideration is based on a gross asset value of USD 2.7 billion and is adjusted for debt, net working capital and interest on the net purchase price. The effective date of the Transaction for tax purposes will be 1 January 2014 and it is expected that the Transaction will be consummated and accounted for in the fourth quarter 2014, subject to regulatory approvals. Cautionary Note Regarding the Unaudited Pro Forma Financial Information The following tables set out Unaudited Pro Forma Financial Information for the Company as of and for the three months ended 31 March 2014 and the year ended 31 December 2013 and is prepared under the assumption that the Transaction will close as described. The Unaudited Pro Forma Financial Information has been prepared solely to show how the Transaction would have impacted on the income statement for the Company for the three months ended 31 March 2014 and the year ended 31 December 2013 had the Transaction occurred on 1 January 2014 and 1 January 2013 respectively, and the statement of financial position as of 31 March 2014 had the Transaction occurred at 31 March 2014. The Unaudited Pro Forma Financial Information is based on estimates and assumptions based on current circumstances believed to be reasonable, actual results could have materially differed from those presented herein had the transactions occurred at those earlier dates. There is a greater degree of uncertainty associated with pro forma figures than with actual reported financial information. The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only and, because of its nature, addresses a hypothetical situation and, therefore, does not purport to present the results of operations of the Company as if the Transaction had occurred at the commencement of the period being presented, or the financial condition of the Company as at the date being presented, nor should it be used as the basis of projections of the results of operations for the Company for any future period or the financial condition of the Company for any date in the future. The Unaudited Pro Forma Financial Information has been compiled in connection with the Rights Issue of 61,911,239 Shares to comply with the Norwegian Securities Trading Act and the applicable EU-regulations including EU Regulation No 809/2004 pursuant to section 7-7 of the Norwegian Securities Trading Act. The Unaudited Pro Forma Financial Information has been compiled in accordance with Annex II of Commission Regulation (EC) no. 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. Independent Practitioner s Assurance Report on Unaudited Pro Forma Financial Information With respect to the Unaudited Pro Forma Financial Information included in this Prospectus, KPMG AS has applied assurance procedures in accordance with International Standard on Assurance Engagements 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus, in order to express an opinion as to whether the Unaudited Pro Forma Financial Information has been properly compiled on the basis stated, and that such basis is consistent with the accounting policies of the Company; see Appendix B Independent Practitioner s Report on Unaudited Pro Forma Financial Information. Sources and Basis for Preparation of the Unaudited Pro Forma Financial Information The historical financial information for the Company used for compilation of the pro forma income Statement has been extracted, without material adjustment, from the Annual Financial Statements for the Company as of and for the year ended 31 December 2013, and the unaudited financial statements for the Company for the three months ended 31 March 2014 (restated). These documents are incorporated by reference to this Prospectus; see Section 24 Incorporation by Reference; Documents on Display. The financial information of Marathon Norway has been extracted from the Annual Financial Statements for Marathon Norway as of and for the year ended 31 December 2013 prepared in accordance with Norwegian generally accepted accounting principles ( NGAAP ) and in compliance with the 1998 Accounting Act. For the three months ended 31 March 2014, the Marathon Norway s numbers have been extracted from unaudited schedules directly from the accounting system at Marathon Norway. The Financial Statements for Marathon Norway are set out in Appendix C. Certain reclassifications have been done to conform Marathon Norway s 2013 financial statement presentation to that of the Company. 98

The Unaudited Pro Forma Financial Information does not include all information required for financial statements under IFRS, and should be read in conjunction with the Annual Financial Statements as of and for the year ended 31 December 2013 and the unaudited financial statements for the three months period ended 31 March 2014 (restated) for the Company. The Unaudited Pro Forma Financial Information has been prepared by using the same accounting policies as for the Annual Financial Statements as of and for the year ended 31 December 2013 for the Company. There were no new standards or interpretations implemented in Q1 2014 which had a significant impact on the Company s Financial Statements. Please refer to the financial statements for 2013 for description of the accounting policies. Unaudited Pro Forma Income Statement The table below sets out the Company's unaudited pro forma consolidated condensed income statement for the year ended 31 December 2013, as if the Transaction had taken place at 1 January 2013. NOK thousands Det nor (IFRS) (audited) Marathon (NGAAP) (audited) Year Ended 31 December 2013 IFRS adjustments (unaudited) Pro forma adjustments (unaudited) Notes to IFRS and pro forma adjustments (unaudited) Pro forma ending 31 December 2013 (unaudited) Operating revenues and expenses Petroleum revenues... 933,162 18,670,117 (34,339) 1 19,568,940 Other operating revenues... 10,719 2,594 13,313 Total operating revenues... 943,881 18,672,711 (34,339) 19,582,253 Exploration expenses... 1,637,063 536,526 2,173,589 Production costs... 249,619 1,477,439 (8,983) 1 1,718,075 Pay roll and pay roll-related expenses... 38,025 38,025 Depreciation... 470,529 1,485,126 (559,349) 1,586,354 3, 4, 5 2,982,660 Impairments... 666,135 18,090 684,225 Provision for decommissioning... 371,985 (390,309) 4 (18,325) Other operating expenses... 109,886 53,389 52,408 6 215,684 Total operating expenses... 3,171,256 3,942,554 (958,641) 1,638,762 7,793,932 Operating profit/(loss)... (2,227,376) 14,730,156 924,302 (1,638,762) 11,788,320 Financial income and expenses Interest income... 40,750 12,545 53,295 Other financial income... 80,567 198,245 278,812 Change in fair value of financial derivatives... 111,324 111,324 Interest expenses... 301,834 106,520 363,700 6 772,054 Impairment of investments in subsidiaries... 1,018,611 8 1,018,611 Other financial expenses... 137,435 99,878 52,344 4 289,656 Net financial items... (317,952) (1,025,666) (99,878) (416,044) (1,859,539) Profit/(loss) before taxes... (2,545,327) 13,704,491 824,424 (2,054,805) 9,928,781 Taxes (+)/tax income (-)... (1,996,727) 11,257,690 657,521 (1,298,364) 7 8,620,120 Net income... (548,600) 2,446,801 166,903 (756,441) 1,308,661 Source: Det norske and Marathon Norway Classification of the Marathon accounts is done by Det norske based on input from Marathon The notes to the unaudited pro forma financial information are an integral part of the unaudited pro forma income statement information. 99

The table below sets out the Company's unaudited pro forma income statement for the quarter ended 31 March 2014, as if the Transaction had taken place at 1 January 2014. NOK thousands Det nor (IFRS) (unaudited) Marathon (NGAAP) (unaudited) Three months Ended 31 March 2014 IFRS adjustments (unaudited) Pro forma adjustments (unaudited) Notes to IFRS and pro forma adjustments (unaudited) Pro forma ending 31 March 2014 (unaudited) Operating revenues and expenses Petroleum revenues... 155,101 4,129,657 (74,593) 1 4,210,165 Other operating revenues... 3,241 527 3,768 Total operating revenues... 158,342 4,130,184 (74,593) 4,213,932 Exploration expenses... 109,582 15,383 124,965 Production costs... 42,949 532,639 (10,230) 1 565,358 Pay roll and pay roll-related expenses... 4,559 4,559 Depreciation... 88,863 243,115 (70,314) 471,229 3, 4, 5 732,893 Provision for decommissioning... 83,837 (83,837) 4 Impairment losses 167,373 167,373 Other operating expenses... 13,305 17,842 52,408 6 83,555 Total operating expenses... 426,631 892,816 (164,381) 523,637 1,678,703 Operating profit/(loss)... (268,290) 3,237,368 89,787 (523,637) 2,535,228 Financial income and expenses Interest income... 12,145 2,909 15,054 Other financial income... 34,663 63,201 97,864 Interest expenses... 86,753 27,597 245,685 6 360,035 Impairment of investments in subsidiaries... 62,374 8 62,374 Other financial expenses... 20,530 66,882 25,945 14,948 4 128,306 Net financial items... (60,475) (90,743) (25,945) (260,633) (437,797) Profit/(loss) before taxes... (328,765) 3,146,625 63,842 (784,271) 2,097,431 Taxes (+)/tax income (-)... (312,981) 2,419,031 91,254 (445,553) 7 1,751,750 Net income... (15,784) 727,594 (27,412) (338,717) 345,681 Source: Det norske and Marathon Norway Classification of the Marathon accounts is done by Det norske based on input from Marathon The notes to the unaudited pro forma financial information are an integral part of the unaudited pro forma income statement information. 100

Unaudited Pro Forma Balance Sheet The table below sets out the Company's unaudited pro forma Statement of financial position as of 31 March 2014, as if the Transaction had taken place at 31 March 2014. NOK thousands Det nor (IFRS) (unaudited) Marathon (NGAAP) (unaudited) As of 31 March 2014 IFRS adjustments (unaudited) Pro forma adjustments (unaudited) Notes to IFRS and pro forma adjustments (unaudited) Pro forma as of 31 March 2014 (unaudited) ASSETS Intangible assets Goodwill... 321,120 9,978,247 5 10,299,367 Capitalised exploration expenditures... 1,555,348 250,741 1,806,089 Other intangible assets... 643,050 6,531,090 5 7,174,140 Deferred tax assets... 795,400 587,829 (587,829) 7 795,400 Total intangible assets... 3,314,918 838,570 (587,829) 16,509,337 20,074,996 Tangible fixed assets Property, plant and equipment... 3,536,285 5,063,670 229,431 936,378 4, 5 9,765,764 Total tangible fixed assets... 3,536,285 5,063,670 229,431 936,378 9,765,764 Financial assets Long term receivables... 138,078 138,078 Calculated tax receivables... 148,004 148,004 Other non-current assets... 282,472 282,472 Investments in subsidiaries... 4,789,680 (4,789,680) 8 Total financial fixed assets... 568,554 4,789,680 (4,789,680) 568,554 Total non-current assets... 7,419,757 10,691,920 (5,148,078) 17,445,715 30,409,314 Inventories Inventories... 39,549 112,652 152,201 Total inventories... 39,549 112,652 152,201 Receivables Account receivables... 128,239 119,328 5,323,673 9 5,571,240 Account receivables group companies... 5,323,673 (5,323,673) 9 Financial derivatives... 61,096 61,096 Other short-term receivables... 617,286 362,362 186,614 1 1,166,262 Short-term deposits... 24,375 24,375 Calculated tax receivables... 1,416,550 1,416,550 Total current receivables... 2,186,450 5,866,459 186,614 8,239,523 Cash and cash equivalents... 821,069 647,738 1,468,807 Total current assets... 3,047,067 6,626,850 186,614 9,860,531 Assets classified as held for sale... 4,789,680 (4,789,680) 8, 9 TOTAL ASSETS... 10,466,824 17,318,770 (171,784) 12,656,035 40,269,845 EQUITY AND LIABILITIES Paid in capital Share capital... 140,707 6,757 42,881 6 190,345 Share premium... 3,089,542 264,631 2,933,564 6 6,287,737 Total paid-in equity... 3,230,249 271,387 2,976,445 6,478,082 Retained earnings Other equity... (57,563) 727,594 (166,067) (974,477) 6 (470,513) Total retained earnings... (57,563) 727,594 (166,067) (974,477) (470,513) Total equity... 3,172,687 998,981 (166,067) 2,001,969 6,007,569 Provisions for liabilities 101

NOK thousands Det nor (IFRS) (unaudited) Marathon (NGAAP) (unaudited) As of 31 March 2014 IFRS adjustments (unaudited) Pro forma adjustments (unaudited) Notes to IFRS and pro forma adjustments (unaudited) Pro forma as of 31 March 2014 (unaudited) Pension obligations... 36,375 50,937 51,481 2 138,793 Deferred taxes... 401,905 5,061,275 5, 7 5,463,180 Abandonment provision... 829,720 2,114,183 (542,882) 936,378 4, 5 3,337,339 Provisions for other liabilities... 696 696 Total provisions... 866,791 2,165,120 (89,497) 5,997,653 8,940,068 Non-current liabilities Bonds... 2,475,559 (593,240) 6 1,882,319 Other interest-bearing debt... 2,150,288 12,118,619 6, 9 14,268,907 Long-term debt group companies... 3,374,135 (3,374,135) 9 Derivatives... 48,228 13,430 61,658 Total non-current liabilities... 4,674,075 3,387,565 8,151,244 16,212,884 Current liabilities Short-term loan... 680,794 (680,794) 6 Trade creditors... 218,370 351,546 60,884 9 630,800 Accounts receivable group companies... 60,884 (60,884) 9 Accrued public charges and indirect taxes... 24,457 108,540 132,997 Abandonment provisions... 156,397 77,964 234,361 Other current liabilities... 673,254 492,748 83,780 84,675 1, 6 1,334,457 Dividend... 2,890,000 (2,890,000) 9 Taxes payable... 6,785,421 (8,712) 6, 7 6,776,709 Total current liabilities... 1,753,272 10,767,104 83,780 (3,494,831) 9,109,325 Total liabilities... 7,294,137 16,319,789 (5,717) 10,654,067 34,262,277 TOTAL LIABILITY AND EQUITY... 10,466,824 17,318,770 (171,784) 12,656,035 40,269,845 Source: Det norske and Marathon Norway Classification of the Marathon accounts is made by the Company based on input from Marathon. The notes to the unaudited pro forma financial information are an integral part of the unaudited pro forma statement of financial position information. Notes to the Unaudited IFRS and Unaudited Pro Forma Adjustments Marathon Norway has historically presented its financials in accordance with NGAAP. In connection with the compilation of the unaudited pro forma financial information, unaudited differences between IFRS and NGAAP were identified and the resulting adjustments are presented in a separate column the unaudited pro forma financial information and described in the notes below. When applicable, the adjustments related to pro forma financial information are shown separately in each note below. All amounts are expressed in NOK 1,000, unless otherwise specified. 1) Revenue recognition The Company recognizes revenues from petroleum products on the basis of the Company s ideal share of production during the period, regardless of actual sales (entitlement method). Marathon Norway has recognised revenues when title passes to the customer at the point of delivery based on the contractual terms of the sales agreements (sales method). Hence, the Marathon Norway revenues have been adjusted to reflect the ideal share of production instead of the actual sales. The costs related to the adjusted revenues were also adjusted. 102

Income Statement: 1Q 2014 2013 Increased (decreased) revenue (74,593) (34,339) Increased (decreased) cost (10,230) (8,983) Net impact before tax (64,363) (25,356) The different accounting principle on revenue, also impacts the valuation of over/underlift. The Company set the value of over/underlift at the estimated sales value, minus estimated sales costs. For Marathon Norway, over/underlift is valued at production cost. Statement of financial position: Increase underlift asset 31.03.2014 186,614 Increase overlift liability 31.03.2014 83,780 The adjustments will have continuing impact. 2) Pensions Marathon Norway has applied the "corridor method" as allowed under NGAAP (NRS 6). Hence, accumulated losses in excess of 10% of the benefit obligation are amortised over the remaining service period of active plan participants. The corridor method is not in accordance with IAS 19, where any actuarial gains and losses need to be recognised immediately in other comprehensive income. The actuarial assumptions applied are not identical for the two companies, but the impact from the deviations is not material for the pro forma financial information. The actuarial report has not been recalculated to reflect the assumptions as of 31.03.2014. However, the number of employees both in the Company and Marathon Norway have been quite stable during 1Q 2014, and the assumptions (discount rate etc.) have not changed significantly. Consequently, it is estimated that the pension obligation remains the same at 31 March 2014 as it was at 31 December 2013. The unrecognised actuarial losses as of 31 March 2014 amounts to 51,481 according to the above mentioned actuary report and is reflected in the pro forma statement of financial position. Regarding the Income Statement, reversal of amortisation of corridor under NGAAP is deemed insignificant. The adjustments will have continuing impact. 3) Depreciation Both the Company and Marathon Norway apply unit of production method ( UOP ) as the depreciation method for oil and gas fields. However, the Company s UOP is based on proved and probable reserves while Marathon Norway applies only proved reserves in its calculation of depreciation. The Marathon Norway depreciation is therefore adjusted as follows: Income Statement: 1Q 2014 2013 Decreased (-) depreciation based on 2P reserves - 83,250-624,335 Depreciation of ARO asset (see note 4) 12,936 64,986 Net impact before tax - 70,314-559,349 Pro forma adjustments 1Q 2014 2013 Depreciation field excess values 471,229 1,586,354 The depreciation was recorded based on the excess values identified in note 5 below using the unit of production method. The deprecation has been calculated based on the depreciation rate/barrel in the PPA and the production in the periods. All the adjustments will have continuing impact. 4) Decommissioning and removal cost In accordance with IFRS the Company records decommissioning and asset retirement obligations ( ARO ) based on the net present value of the future related expenses. A corresponding asset is capitalised as a tangible fixed asset, and 103

depreciated using the unit of production method. Changes in the time value (net present value) of the obligation related to decommissioning and removal accretion are charged to the income statement as financial expenses, and increase the liability related to future decommissioning and removal expenses. Changes in the best estimate for expenses related to decommissioning and removal are recognised in the statement of financial position. The discount rate used in the calculation of the fair value of the decommissioning and removal obligation is the risk-free rate with the addition of a credit risk element. Marathon Norway has accrued the estimated costs of decommissioning and removal of producing facilities using the unit of production method based on proved reserves. The estimates used are based on future undiscounted cash flows. As a result the tangible fixed ARO asset and the ARO obligation has been calculated for Marathon Norway including related depreciation and accretion. Income Statement: 1Q 2014 2013 Adjusted provision for decommissioning (83,837) (390,309) Depreciation of ARO asset 12,936 64,986 Accretion expense 25,945 99,878 Discount rate applied for accretion 6.54% 5.59% The initial amount presented as provision for decommissioning in the NGAAP Income Statement of Marathon Norway for 2013, was 371,985. Hence, the adjustment of 390,309 in 2013 results in a credit (income) decommissioning cost amounting to 18,325. This is related to decreased removal estimates for Gassled assets from year end 2012 to year end 2013. As shipper of gas through the Gassled infrastructure, Marathon Norway has a contractual obligation to cover a proportionate share of the removal of the Gassled facilities. Since Marathon Norway is not a Gassled owner, no corresponding removal asset is recognised, and the cost will be charged directly to the income statement based on shipped gas for the year. Marathon Norway does not longer have an interest in any producing fields transporting gas via the Gassled infrastructure. Hence, except for the accretion expense, the yearly cost charged to the income statement will be related to updated removal estimates only. In 2013 there was a reduction in this estimate, resulting in the mentioned credit of 18,325. In 1Q 2014 there has been no updates in the estimate of removal cost for the Gassled facilities. Statement of financial position: Long term provision for ARO as of 31.03.2014 1,571,301 Marathon Norway booked ARO as of 31.03.2014 2,114,183 GAAP adjustment - 542,882 Recognised ARO asset as of 31.03.2014 229,431 Discount rate applied 6.54% The gross value of the ARO asset corresponds to the related gross obligation. When estimating the net book value of this asset, it is assumed that it has been charged with the same proportionate accumulated depreciation as the related PP&E investment. Pro forma adjustments In the purchase price allocation ( PPA ) as further described in note 5 below, the Company has applied a different estimate for decommissioning cost than Marathon Norway. This results in an increased provision of 936,378 with a corresponding asset as of 31 March 2014. The asset, along with the excess value for producing licenses, is depreciated using the UOP method based on proved and probable reserves. The calculated impact on depreciation and accretion in the income statement is as follows: Income Statement: 1Q 2014 2013 Depreciation of excess value 471,229 1,586,354 Accretion expense 14,948 52,344 All the adjustments will have continuing impact. 104

5) Purchase price allocation PPA Pro forma adjustments The Company has for the purpose of the pro forma financial information provisionally performed an allocation of the cost of the business combinations to the assets acquired and liabilities and contingent liabilities assumed in accordance with IFRS 3. This allocation has formed the basis for the amortisation and depreciation charges in the Pro Forma Income Statements and the presentation in the Pro Forma Statement of Financial Position. The consideration is USD 2,041 million or NOK 12,248 million, assuming NOK/USD rate 6.0 (source: Norges Bank) as of 13 June 2014. Net book value in Marathon Norway as of 31 March 2014, after the IFRS adjustments is NOK 833 million, resulting in an excess of the fair value over the net book value of NOK 11,415 million. The Company has provisionally determined that the excess value based on the purchase price compared to book values as of 31 March 2014 primarily relates to licenses related to producing properties, deferred taxes and goodwill. As there exists no pre-tax market for oil and gas assets in Norway, cf. the PTA section 10, no tax amortisation benefit is calculated. The final allocation may significantly differ from this allocation and this could materially have affected the depreciation and amortisation of excess values in the pro forma income statement and the presentation in the pro forma statement of financial position. The main uncertainty relates to fair value of the licenses. The historical depreciation in Marathon Norway has been based on proved reserves, and for pro forma purposes the opening book values have not been adjusted to reflect depreciation based on proved and probable reserves. Going forward, the excess value will be depreciated in accordance with UOP based on proved and probable reserves in line with the reserve base applied for the Company s other oil and gas assets. Goodwill will not be depreciated, but will be subject to yearly impairment test in accordance with IAS 36. No impairment is recognised in the pro forma financial information. Provisional allocation of excess value Licenses related to producing properties 6,531 MNOK Increased decommissioning liability - 936 MNOK Decommissioning asset 936 MNOK Goodwill 9,978 MNOK Deferred tax liability (78% rate) - 5,094 MNOK Total excess value 11,415 MNOK The fair values of these assets and liabilities have been determined on a preliminary basis and is subject to change pending additional information that may become available prior to or upon completion of the transaction. The split between the various assets may subsequently change after the completion of the purchase price allocation. If more of the cost of the business combination should be allocated to producing properties the pro forma income statements would have shown higher amortisation expenses. The excess value for mineral licenses related to producing properties including decommissioning asset is depreciated using the unit of production method estimated based on the preliminary purchase price allocation. This resulted in additional amortisation of NOK 1,586 million in 2013 and NOK 471 million in 1Q 2014, based on the historical actual production in those periods (see note 4). All these adjustments will have continuing impact. 6) Transaction cost, financing and equity Pro forma adjustments The transaction is financed both by equity and loans. The main Shareholder of the Company, Aker Capital AS, has committed to subscribe for a number of shares pro rata to its shareholding in the Company. The remaining shares issued in the Rights Issue are fully underwritten by the Underwriters. The proceeds of USD 500 million have been included in the Pro Forma Statement of Financial Position. This has been included assuming NOK/USD rate 6.0 (source: Norges Bank) as of 13 June 2014. The remaining part of the financing is covered by the RBL Facility which will replace the main part of the pre transaction loan facilities. The loan depending on the exploration tax refund may be terminated, as the Company post transaction expects positive taxable income for 2014. The transaction costs to be expensed and unrelated to financing activities are estimated to 52,408. These are not tax deductible and are expensed in the Unaudited Pro Forma Income Statements and included in the pro forma balance sheet 105

as a reduction in other equity and a corresponding increase in other current liabilities. This pro forma adjustment will not have continuing impact. The cost related to financing arrangements and related work is estimated to 10,217. This is included in the financing cost and amortised over the maturity of the loan and will as such have continuing impact. The cost related to capital increase is estimated to 32,267 (23,555 net of 27% tax) and is recorded against other paid in capital in the Pro Forma Statements of Position. This pro forma adjustment will not have continuing impact. The finance cost (interest and amortised fees) for the pre transaction loan facilities are removed from the Pro Forma Income Statements and replaced by the finance cost for the new RBL Facility. The RBL Facility is in the amount of USD 3.0 billion and USD 2.0 billion is expected to be drawn at the date of the Transaction. The RBL Facility bears an interest of LIBOR + margin. The interest expense included in the unaudited pro forma income statements has been calculated based on historical LIBOR in the periods. In addition, there has been cost related to a short term loan facility (the Certain Funds Acquisition Bridge Facility ). The Company does not expect to draw down any amounts from this short term loan, but the cost related to the establishment of this loan has been expensed in the Pro Forma Income Statements. This adjustment will not have continuing impact. The net pre-tax increase in financial cost as a result of the new financing structure is 363,700 for 2013 and 245,685 for 1Q 2014. These adjustments partly consist of increased interest due to higher loans (continuing impact) and partly of expensed remaining amortisation of the replaced loan facilities (no continuing impact). The remaining amortisation as of 31 March 2014 is booked against equity with a net of 27% tax amount of 89,155. The corresponding amount booked to deferred tax is 32,975. 7) Tax As allowed under NGAAP, the tax impact of future uplift is recognised as a deferred tax asset in Marathon Norway s Financial Statements. Such recognition is not allowed under IAS 12 and is adjusted as a GAAP difference both in the pro forma income statements and the pro forma statement of financial position. This adjustment will have continuing impact. Each GAAP- and pro forma adjustment is charged with the applicable tax rate. For 2013 the statutory tax rate was 28% and the special petroleum tax rate was 50%. The corresponding rates for 1Q 2014 was 27% and 51%. The Company expects Marathon Norway and the Company to be consolidated for tax purposes within 2014. As this is not concluded upon at the date of this Prospectus, the tax positions (including taxable income and loss for the financial year 2014) have not been offset for the purpose of the Pro Forma numbers. 8) Assets held for sale As at 31 March 2014 Marathon Norway indirectly held 12.66% of the Marathon group s interest in the Canadian Athabasca oil sands project and other Canadian oil sands assets. This interest was sold to another company in the Marathon group in April 2014 and is specifically identified in the SPA. As of 31 March 2014 this investment is consequently presented as assets held for sale at fair value. In 2013 there was booked an impairment of 1,018 million NOK on this subsidiary. In 1Q 2014 an impairment of 62 MNOK was recorded to reach the NOK value of the fair value sales price. As this subsidiary will be sold at the transaction date, consolidated Income Statements including the Canadian activity, has not been prepared for pro forma purposes. These adjustments will not have continuing impact. 9) Reclassifications and netting Marathon Norway has receivables/payables against Marathon group companies. As a part of the IFRS adjustments, these amounts are reclassified to external payables/receivable in the Pro Forma Statement of Financial Position. 106

In addition, there is a provision in the SPA requiring Marathon Norway to repay or procure the repayment of Marathon Norway intragroup indebtedness. This must be done on or before the date of the completion of the Transaction, but does not include any items on normal trading account. The corresponding netting related to this provision is as follows in the Pro Forma Statement of Financial Position: Assets held for sale 4,789,680 Dividend - 2,890,000 Long term debt group companies - 3,374,135 Remaining part to be transferred to other interest bearing debt - 1,474,455 107

13. OPERATING AND FINANCIAL REVIEW This operating and financial review should be read together with Section 12 "Selected Financial and Operating Information" and the Financial Statements which are included in appendix A Financial Statements to this Prospectus. The following discussion contains Forward-looking Statements that reflect the Company s plans and estimates. Factors that could cause or contribute to differences to these Forward-looking Statements include, but are not limited to, those discussed in Section 2 "Risk Factors" and Section 4.1 "General Information Cautionary Note Regarding Forward-Looking Statements". 13.1 Introduction The Company is active in exploration, development and production of petroleum resources on the Norwegian shelf. In addition, the Company has a separate Johan Sverdrup business unit to manage its interest due to the importance of this asset in the Company s portfolio. The Company carries out all its activities through a single company which holds no oil or gas assets outside of Norway. All activities are, consequently, within the Norwegian offshore tax regime, and to the extent the Company has overseas activities, these are related to construction and engineering of field development projects. 13.2 Principal Factors Affecting the Company s Financial Condition and Results of Operations In 2013 the PDO for the Ivar Aasen and Gina Krog fields were approved by Stortinget; both important milestones on the path towards an increase of production from 2016/2017. During 2013, the partners in the giant Johan Sverdrup oil field navigated steadily towards a development concept decision. Production tripled to 1.6 million barrels of oil equivalents as Jette came into production. On the exploration front, the Company participated in the Gohta discovery in the Barents Sea, a new exploration play in this region. The Company estimates end 2013 P50 net reserves for the Company at 65.8 million boe. The Development Pending contingent resource estimate ranges from 54 to 100 million barrels of recoverable oil equivalents, excluding Johan Sverdrup. The operator Statoil has reported gross field recoverable resources for Johan Sverdrup in the range of 1,800 2,900 million boe. An unitisation process is on-going. The Company has a 20% interest in PL265 and 22.22% in PL502, which encompasses the western part of the field. The Company has an on-going major investment program, and Ivar Aasen and Johan Sverdrup are the two largest investments. Financial robustness is important for safeguarding the value in these projects. In 2013, the Company doubled its bank field development facility to USD 1 billion and increased the accordion option from USD 100 million to USD 1 billion. Additionally, in July, the Company placed a NOK 1.9 billion bond at NIBOR + 500 basis points. These actions strengthened the Company s investment capacity. In order to complete all current development projects, additional funding is required and the Company is continuously considering various sources of funding to facilitate the expected growth of the Company. Since the discovery of the Johan Sverdrup field in 2010, 31 exploration and appraisal wells have been drilled to further map the field. Production in the first phase of the development could be as high as 380,000 barrels per day. Production at plateau is estimated at between 550,000 and 650,000 barrels per day. The Company s ownership interest in this field will be determined through an unitisation process and a conclusion is expected in early 2015. Production from Jette commenced in May 2013. Jette is a subsea development, and the oil is transported to Jotun for processing and export. Jette has produced 0.97 million boe net to the Company during 2013. This was below previous estimates. Estimated reserves were thus reduced, and the value of the field was impaired in the fourth quarter of 2013 accounts by NOK 349 million in addition to an impairment charge in the third quarter of 2012 of NOK 1,881 million A further reserve reduction in 2014 resulted in an impairment charge of NOK 167 million in the first quarter of 2014 (restated). In the Company s portfolio of planned and on-going development projects, Ivar Aasen and Johan Sverdrup stand out as the two main pillars. These two assets give the Company a strong position in the new oil province on the Utsira High. The two significant discoveries made in 2013, Askja (near Oseberg) and Gohta (in the Barents Sea) strengthen the Company s portfolio of discoveries for the future, and it also has a strong portfolio of exploration licenses. The Company is, however, conscious of the risk associated with project execution and increasing investment costs being experienced by the industry. The Company has a clear focus on capital discipline and risk mitigation, wherever possible. The Company recognises the demands of successfully navigating a transition from an exploration company to a mid-sized E&P company and believes the Company has the resources to succeed. In addition to the above, the Company s business, financial condition, results of operations and cash flows, as well as the period-to-period comparability of the Company's financial results, are affected by a number of factors, see section 2 108

("Risk Factors"). Some of the factors that are reasonably likely to affect the Company s financial condition and results of operations are: Oil Price development. The Company has producing assets, and will after consummation of the Transaction, have substantial producing assets, mainly in oil rich fields. The revenues and financial situation of the Company will hence depend on the development in the market price for oil and gas. The cost associated with field development. The Company has material assets that are in a development phase or planned to enter into a development phase within the next year. The costs associated with field development are affected by any change in market conditions, and the Company s financial result may thus be affected by any significant change in the cost associated with field development. Development in market rates. The Company has entered into several loan agreements in the bond and bank market providing finance for the planned development of the Company s assets. These loan agreements have floating interest rates and the Company s financial result is hence contingent upon the development in the intra bank market rates of NIBOR and LIBOR. 13.3 Reporting Segments The Company's business is entirely related to exploration for and production of petroleum in Norway. The Company's activities are considered to have a homogeneous risk and return profile before tax and the business is located in the geographical area Norway. Thus, the Company operates within a single operating segment. 13.4 Recent Developments and Current Trading Key events during the second quarter 2014: On 8 July, the Company finalised the up to USD 3.0 billion long-term reserve-based lending facility (the RBL Facility) On 30 June, the Company announced a unit agreement for the Ivar Aasen field and a 35% increase in recoverable reserves On 26 June, the Company announced a swap agreement with E.ON that, subject to completion, will increase the Company s interest in PL457 by 20% On 20 June, the Company announced that well 6507/5-7 on the Terne prospect did not encounter hydrocarbons On 17 June, the Company announced that the company had signed an agreement to swap 10% of PL554/B/C containing the Garantiana discovery for a 20% interest in PL457 containing the Asha discovery On 2 June, the Company announced that the company had entered into an agreement to acquire Marathon Norway for a cash consideration of USD 2.1 billion On 2 June, the Company announced that the Board of Directors had proposed a fully underwritten rights issue of the NOK equivalent of USD 500 million in new equity On 27 May, the Company announced that well 31/2-21S on the Gotama prospect did not encounter reservoir quality sandstones in the Upper Jurassic main target On 29 April, the Company announced that the Geitungen side-track encountered a 12-metre oil-bearing interval of medium good reservoir. A reserve reduction on Jette resulted in an impairment charge of NOK 167 million recognized in the first quarter of 2014 (restated). See further details in Section 13.5 Operating and Financial Review Result of Operations. Except for the Transaction and the above mentioned items, there have been no changes to the Company s financial or trading position since 31 March 2014. Reference is also made to section 13.9 ( Operating and Financial Review Investing Activities ). 13.5 Results of Operations Operating Results for the three Months Ended 31 March 2014 (restated) Compared to the three Months Ended 31 March 2013 (in parentheses) Operating revenues in the first quarter of 2014 was NOK 158 (80) million. The main cause of increase is that Jette commenced production in the second quarter 2013. Production in the quarter increased by 50% from 1,929 boepd in the first quarter of 2013 to 2,895 boepd in the first quarter of 2014. Jette accounted for 1,458 (0) boepd and Atla for 750 (1,253) boepd. Exploration expenses amounted to NOK 110 (234) million for the first quarter of 2014. The Company expensed costs relating to the Langlitinden well in PL 659 as well as other exploration costs. During the second quarter of 2014, the 109

production on Jette indicated that the remaining reserves as of 31 March 2014 were too low to carry the book value of the field. An impairment test was performed, resulting in an impairment charge of NOK 167 million (pre-tax) in the first quarter of 2014 (restated) The operating loss increased to NOK 268 (251) million for the first quarter of 2014. The main reason for the increase was the impairment on Jette, partly offset by increased revenues and decreased exploration expenses. Net financial expenses in the first quarter of 2014 amounted to NOK 60 (32) million. The net profit/(loss) for the first quarter of 2014 was NOK -16 (-20) million after a tax income of NOK 313 (262) million. This translates to a tax rate of 95%, mainly due to uplift, a special income deduction in the basis for calculation of petroleum tax, on previous years investments. Operating Results for the Year Ended 31 December 2013 Compared with Year Ended 31 December 2012 (in parentheses) The Company s total operating revenues amounted to NOK 944 (332) million for 2013. Petroleum from the producing fields amounted to 1,629,000 (545,000) boe. The production in 2013 is from the fields Jette, Atla, Jotun, Varg and Glitne, while the production in 2012 is from Jotun, Varg, Enoch and Glitne. The average realised oil price was USD 107 per barrel, which is down 7% compared with an average price of USD 115 per barrel in 2012. Exploration expenses amounted to NOK 1,637 (1,609) million in 2013 and are mainly related to dry and non-commercial wells, seismic data and general exploration activities. Gross payroll expenses before recharges amounted to NOK 444 (372) million in 2013. Net payroll expenses were NOK 38 (11) million. The net reported payroll expense is lower because expenses related to exploration, development and production activities are invoiced to operated licenses or allocated directly to their respective categories of activities. Depreciation amounted to NOK 471 (112) million in 2013. The increase is mainly due to depreciations of Jette which came on stream in May 2013 and Atla, which came on stream in October 2012. Net impairments of tangible fixed assets and intangible assets amounted to NOK 666 (2,150) million in 2013. The main reason for the higher impairment charge in 2012 was challenges experienced while drilling production wells on the Jette field, which resulted in an impairment of NOK 1,881 million in the third quarter of 2012. An additional impairment related to Jette was recorded in 2013 with NOK 349 million. In both 2013 and 2012, impairments were also recognised for some licenses due to increased plugging and abandonment liabilities and relinquishment of licenses. Other operating expenses amounted to NOK 110 (83) million for the Company in 2013, of which area fees accounted for NOK 58 (52) million and preparation for operation of development licenses accounted for NOK 30 (19) million. The net reported operating expense is low because expenses related to activities within exploration, development and production are invoiced to operated licenses or allocated directly to their respective categories of activities. The Company reported an operating loss of NOK 2,227 (3,843) million for 2013. The pre-tax loss amounted to NOK 2,545 (3,949) million, and the tax income on the ordinary loss amounted to NOK 1,997 (2,992) million. The after-tax loss was NOK 549 (957) million. Operating Results for the Year Ended 31 December 2012 Compared with Year Ended 31 December 2011 (in parentheses) The Company's total operating revenues amounted to NOK 332.4 (437.5) million for 2012. Petroleum from the producing fields Varg, Enoch, Glitne, Jotun and Atla amounted to 545,000 (548,000) boe and was sold at an average price of USD 114.5 per barrel, which is up 2.7% compared with an average price of USD 111.5 per barrel in 2011. The higher operating revenues in 2011 include other income of NOK 65.4 million. Total exploration expenses amounted to NOK 1,609.3 (1,012.2) million in 2012 and are mainly related to dry wells, seismic data and general exploration activities. The higher expenses in 2012 are mainly a result of drilling wells that were deemed non-commercial. Gross payroll expenses before recharges amounted to NOK 371.6 (376.9) million in 2012. Net payroll expenses were reduced to NOK 11.0 (31.7) million. The net reported payroll expense is lower because expenses related to exploration, development and production activities are invoiced to operated licenses or allocated directly to their respective categories of activities. 110

Depreciation amounted to NOK 111.7 (78.5) million in 2012. The increase is mainly due to depreciations of Atla which came on stream in October 2012. Net impairments of tangible fixed assets and intangible assets amounted to NOK 2,149.7 (151.0) million in 2012. The main reason for the high impairment charge in 2012 is the previously mentioned challenges experienced while drilling production wells on the Jette field. This resulted in an impairment of NOK 1,881 million in the third quarter of 2012. In addition, impairments were recognised for some licenses due to increased plugging and abandonment liabilities and relinquishment of licenses. Other operating expenses amounted to NOK 82.8 (60.8) million for the Company in 2012, of which area fees accounted for NOK 51.6 (43.4) million and preparation for operation of development licenses accounted for NOK 18.7 (0.0) million. The net reported other operating expense is low because expenses related to activities within exploration, development and production are invoiced to operated licenses or allocated directly to their respective categories of activities. The Company reported an operating loss of NOK 3,842.9 (1,078.5) million in 2012. The pre-tax loss amounted to NOK 3.948,9 (1,310.9) million for 2012, and the tax income on the ordinary loss amounted to NOK 2,991.6 (940.6) million. The after-tax loss for 2012 was NOK 957.3 (370.3) million. 13.6 Financial Condition As of 31 March 2014 (restated) Compared with As of 31 March 2013 (in parentheses) The equity ratio as of 31 March 2014 was 30.3% (42.3%). Discoveries and fields under development contributed to a total asset balance of NOK 10,467 (8,794) million as of 31 March 2014. As of 31 December 2013 Compared with As of 31 December 2012 (in parentheses) Total assets at year-end amounted to NOK 10,541 (8,364) million as of 31 December 2013 and the increase was mainly caused by capital expenditures in development projects and deferred tax assets. Equity decreased by NOK 548 (62) million to NOK 3,188 million as of 31 December 2013, caused by the net loss. At yearend 2013, equity amounted to approximately 31% (45%) of total assets. At 31 December 2013, total interest-bearing liabilities amounted to NOK 4,989 (2,456) million. A new USD 1 billion credit facility was established, including an additional USD 1 billion uncommitted accordion option. The facility replaced the prior USD 500 million revolving credit facility. The Company also successfully completed a NOK 1.9 billion bond offering. Cash and cash equivalents totalled NOK 1,709 (1,154) million at the end of the year 2013. As of 31 December 2012 Compared with As of 31 December 2011 (in parentheses) Total assets at year end amounted to NOK 8,364.4 (7,716.0) million as of 31 December 2012 and the increase was mainly caused by capital expenditures in development projects. Equity increased by NOK 61.8 million to NOK 3,738.4 million as of 31 December 2012. The net loss caused a reduction of equity, whilst the issue of new shares caused an increase. At year-end 2012, equity amounted to approximately 45% (48%) of total assets. At 31 December 2012, total interest-bearing liabilities amounted to NOK 2,455.9 (966.6) million. A new loan was entered into in order to contribute to financing of development projects. Cash and cash equivalents totalled NOK 1,154.2 (841.6) million at the end of the year 2012. In the fourth quarter of 2012, the Company carried out an equity issue with institutional investors, corresponding to 10% of the share capital. The Company received NOK 1,019.1 million after deduction for share issue costs. Following the placement, the total number of outstanding shares increased to 140,707,363. In late 2011, a USD 500 million corporate facility was entered into and during 2012 it has been utilised with NOK 1,299.7 million as of 31 December 2012. The Company renewed in 2012 a credit facility of NOK 3,500 million with a group of banks. 111

13.7 Liquidity and Capital Resources Overview; Sources and Uses of Funds The Company maintains sufficient liquidity in its regular bank accounts at all times to cover expected payments relating to operational activities and investment activities for two months ahead. In addition, short-term (12 months) and longterm (five years) forecasts are prepared on a regular basis to plan the company s liquidity requirements. These plans are updated regularly for various scenarios and form part of the decision basis for the Company s Board of Directors. Excess liquidity is defined as a portfolio consisting of liquid assets other than the funds deposited in regular current accounts and unused credit facilities. This means that excess liquidity includes high-interest accounts and financial investments in banks, money-market instruments and bonds. For excess liquidity, the requirement for low liquidity risk (i.e. the risk of realisation at short notice) is generally more important than maximising the return. Some reporting requirements are associated with the agreement with the bank syndicate that furnished the credit facility, including quarterly updates of a revolving liquidity budget for the next 12 months. The Company met these requirements in 2013. As of 31 March 2014, the Company s excess liquidity is mainly deposited in bank accounts. As of 31 March 2014, the Company had cash reserves of NOK 821 million, compared to NOK 1,709 million as of 31 December 2014. However, the combination of limited production revenues and active exploration and development programmes require active management of liquidity risk. The Company has various means available to it to handle increased future capital requirements such as raising additional funds through debt, portfolio adjustments or equity issues. Borrowings NOK 3,500 million Exploration Facility In December 2012, the Company entered into an exploration loan facility of NOK 3,500 million with a group of Nordic and international banks. The Company can draw on the facility until 31 December 2015 with a final date for repayment in December 2016. The maximum draw down amount including interest is limited to 95% of tax refund related to exploration expenses. The calculated exploration tax receivable as a result of exploration activities in 2013 is expected to be paid in December 2014, and will be used to repay this loan. The interest rate is three months' NIBOR plus a margin of 1.75% p.a., with a utilisation fee of 0.25% p.a. on outstanding loan up to NOK 2,750 million and 0.5% if the utilised credit exceeds NOK 2,750 million. In addition a commitment fee of 0.7% p.a. is also payable on unused credit. Each lender will be entitled to cancel its loan commitments and declare its participation in the loan (including interest and other amounts accrued) due and payable if, among other things, any other person or groups of persons acting in concert (other than Aker ASA, directly or indirectly) obtains 50% or more of the shares or votes or otherwise gains control without prior consent of all the lender (but consent from the lenders not to be unreasonable withheld), or if Aker ASA, directly or indirectly, (or another reputable company involved in the business of oil exploration, acceptable to the lenders) does not hold a minimum shareholding of 25% in the Company. The exploration loan facility is secured by a security package consisting of inter alia a first priority security interest in the Company s tax receivable, a first priority security interest in certain of the Company s exploration licenses and a second priority security interest in certain of the development and production licenses. NOK 600 million Bond Loan In January 2011, the Company issued a NOK 600 million unsecured bond loan with Norwegian Trustee as trustee. The loan carries interest at a rate equal to 3 month NIBOR + 6.75% p.a. The margin is dependent on ten equity ratio test and increases by 0.50 percentage points for every 0.25 percentage points the adjusted equity ratio is below 30 %.The principal falls due on 28 January 2016 and interest is paid on a quarterly basis. If any person or group other than Aker ASA becomes the owner (directly or indirectly) of more than 50% of the outstanding shares of the Company, each bondholder will have a right of early repayment of its bonds at a price of 100% of par plus accrued interest. The bond loan agreement contains restrictions as to distribution of dividend, pursuant to which the Company not is entitled to make any dividend payments or other distributions or loans to its shareholders that constitute more than 50% of the Company s net profit after taxes for the previous financial year, provided that the equity ratio is and remains above 25% for the group (i.e. the Company and its subsidiaries) on a consolidated basis. However, the Company shall be entitled to repurchase own shares to cover any potential obligations under any bonus share programs for board members or employees. 112

NOK 1,900 million Bond Loan In July 2013, the Company issued a NOK 1,900 million unsecured bond loan with Norwegian Trustee as trustee. The loan carries interest at a rate equal to 3 month NIBOR + 5% p.a. The principal falls due in July 2020 and interest is paid on a quarterly basis. If any person or group other than Aker ASA or any affiliate company of Aker ASA becomes the owner (directly or indirectly) of more than 50% of the outstanding shares of the Company, each bondholder will have a right to require that the issuer redeems its bonds at a price of 101% of par plus accrued interest. The bond loan agreement contains restrictions as to the distribution of dividends, pursuant to which the Company is not entitled to make any dividend payments or repurchase of shares or other equity distributions to its shareholders exceeding 50% of the Company s consolidated net profit after taxes based on the audited annual accounts for the previous financial year, however, always provided that the equity ratio is and remains above 25% for the group (i.e. the Company and its subsidiaries) on a consolidated basis. However, the Company shall be entitled to repurchase its own shares to cover any potential obligations under any bonus share programs for board members or employees. USD 1 billion Revolving Credit Facility In September 2013, the Company entered into a USD 1 billion revolving credit facility with a group of Nordic and international banks. The revolving credit facility can be increased with USD 1 billion on certain conditions. The Company can draw on the facility until September 2018 with a final date for repayment as of September 2018. The interest rate on the revolving credit facility is from 1-6 months NIBOR/LIBOR plus a margin of 3% p.a., with a utilisation fee of 0.5% or 0.75% based on the amount drawn under the facility. In addition a commitment fee of 1.20% is also paid on unused credit. If Aker ASA ceases to own and be able to vote for (directly and/or indirectly) more than 1/3 of the voting shares in the Company, or if any person or group of persons acting in concert (other than Aker ASA directly or indirectly) are able to vote for more than 1/3 or more of the voting shares of the Company, none of the lenders shall be obligated to participate in any further utilisation of the loan and cancel its commitments and request that is participation in the utilisations is repaid with thirty days notice. The loan agreement contains restrictions as to the distribution of dividends, pursuant to which the Company is obligated to not declare, make or pay any dividend or other distribution in respect of its share capital, repay or distribute dividend or share capital reserve or redeem, repurchase or repay any share capital or resolve to do so. However, the restrictions do not apply to the Company s acquisition of its own shares for the sole purpose of any employee share based incentive program within certain limitations, or payment of dividend corresponding to 50% of the net proceeds received from a disposal of certain assets in the year following the disposal, subject to certain conditions. The revolving credit facility is secured by a security package consisting of inter alia a second priority security interest in the Company s tax receivable, a first priority security interest in certain of the Company s interests in exploration licenses and a second priority security interest in certain of the development and production licenses. USD 2,200 million Certain Funds Acquisition Bridge Facility The Company is party to a USD 2,200 million Certain Funds Acquisition Bridge Facility agreement entered into on 1 June 2014. The purpose of this facility is to finance the payment of the purchase price for the shares in Marathon Oil Norway AS. The facility is currently undrawn. The original termination date of the facility is 31 December 2014, with an option for the Company to extend the termination date to 23 May 2015. The payable interest on amounts drawn under the facility is 3 months LIBOR plus a margin of 4.00% in the first three months after 1 June 2014, 4.50% thereafter and until the date falling six months from 1 June 2014, 5.00% thereafter and until the date falling nine months after 1 June 2014 and 5.50% thereafter and until the termination of the facility. If the Company exercises its option to extend the termination date to 23 May 2015, the Company will pay a fee of 0.25% of the loan outstanding at that time. If the facility has not been terminated by the date falling nine months after 1 June 2014, the Company will pay a fee of 0.25% of the loan outstanding at that time. In addition, a commitment fee of 1.60% of on any unused available credit is payable, as well as certain other customary fees. The facility contains restrictions on the Company s payment of dividend. Upon drawing, the facility will be secured by a security package consisting of inter alia a pledge over the entire share capital of Marathon Oil Norway until completion of acquisition of Marathon Oil Norway as further set out in the facility agreement, a pledge over the Company s interest in production licenses in Norway and certain assets to be acquired as part of the Transaction and a pledge over the insurance policies of the Company. USD 3.0 billion Senior Secured Reserves-based Lending Facility The Company has signed a USD 3.0 billion RBL Facility which subject to certain conditions may be expanded to USD 4.0 billion. The available amount under the RBL Facility will be determined from the value of the Company s 113

borrowing base assets based on certain assumptions. The purpose of the facility is to provide for general corporate funding, including the financing of the Ivar Aasen and Johan Sverdrup developments and the acquisition of Marathon Oil Norway. The RBL Facility will be utilised to repay outstanding amounts under the USD 1 billion Revolving Credit Facility and will replace the Certain Funds Acquisition Bridge Facility as described above. The payable interest is LIBOR plus a margin of 2.75% p.a., increasing to 3% p.a on the sixth anniversary of the signing date. The utilisation will be 0.25% or 0.5% based on the amount drawn under the facility. The RBL Facility contains certain restrictions on payment of dividends. The facility is secured by a security package consisting of inter alia a pledge over the shares in Marathon Oil Norway from completion of the acquisition of Marathon Oil Norway until its assets are incorporated with the Company, a pledge over the Company s interest in development and production licenses in Norway (subject to approval by the MPE) and certain assets to be acquired as part of the Transaction, pledge over the insurance policies of the Company, a pledge over the trade receivables and inventory of the Company and pledges over certain bank accounts. Covenants There are several covenant requirements related to the Company s borrowing facilities, including with respect to: Total committed sources to exceed total uses; Equity ratio; Leverage; Liquidity; Debt service reserve ratio; Interest Cover Ratio and Asset coverage ratio. The Company was in compliance with relevant covenants both in 2012 and 2013. Guarantees and Security The Company has furnished security in connection with the establishment of the debt facilities. The lenders have security in the Company's tax receivable and in certain licenses. The book value as per 31 December 2013 of licenses furnished as security is NOK 4,400.3 million (2012: 4,143.6 million and 2011: 1,132.8 million). In addition, lenders have security in accounts receivables up to a cap of 2.5 billion USD, interest reserve on the credit facility, derivatives (if positive) and payments to the Company from insurance settlements. Maturity Overview The table below shows the payment structure for the Company s financial liabilities based on undiscounted contractual payments specified per category as of 31 December 2013 in NOK thousands. Contract Related Cash Flows (unaudited) Non-derivative financial liabilities Book value Less than 1 year 1-2 years 2-5 years Over 5 years Sum Bond issue... 2,473,582 177,500 177,500 984,975 2,141,101 3,481,076 Exploring facility... 478,050 538,123 538,123 Revolving facility... 2,036,907 137,590 137,590 2,516,785 137,590 Trade creditors and other liabilities... 1,271,694 1,271,694 1,271,694 Derivative financial liabilities Derivatives... 49,453 23,743 18,896 6,745 49,384 Total as of 31 December 2013... 6,309,686 2,148,650 333,986 3,508,505 2,141,101 5,477,867 114

Cash Flows Cash Flows for the three Months Ended 31 March 2014 (restated) Compared with the three Months Ended 31 March 2013 (in parentheses) Net cash flow from operating activities was NOK -489 (-267) million for the first quarter of 2014. Net cash flow from investment activities amounted to NOK -707 (-699) million, mainly caused by investments in fields under development. Net cash flow from financing activities totalled NOK 308 (548) million for the first quarter of 2014 as the Company had net withdrawal of debt. The company s cash and cash equivalents amounted to NOK 821 (736) million as of 31 March. Tax receivables for disbursement in December 2014 amounted to NOK 1,417 (1,278) million and tax receivable for disbursement in December 2015 amounted to NOK 148 (261) million as of 31 March 2014. Cash Flows for the Year Ended 31 December 2013 Compared with the Year Ended 31 December 2012 (in parentheses) Net cash flow from operating activities amounted to NOK 916 (1,419) million for 2013. This included tax refunds excluding interest of NOK 1,318 (1,443) million. Net cash flow from investment activities amounted to NOK -2,805 (-3,575) million for 2013. This mainly relates to investments in fixed assets of NOK 1,496 (2,875) million and investments in intangible assets of NOK 1,359 (1,114) million. The net cash flow from financing activities amounted to NOK 2,444 (2,469) million for 2013, mainly caused by establishment of the new NOK 1.9 billion bond and several withdrawals and repayments on existing and new credit facilities. In total, the Company had a cash position and tax refund claim of NOK 3,120 (2,428) million at 31 December 2013. Cash Flows for the Year Ended 31 December 2012 Compared with the Year Ended 31 December 2011 (in parentheses) Net cash flow from operating activities amounted to NOK 1,419.0 (1,452.7) million for 2012. This included tax refunds excluding interest of NOK 1,443.1 (2,323.9) million. Net cash flow from investment activities amounted to NOK -3,575.2 (-1,718.4) million for 2012. This mainly relates to investments in fixed assets of NOK 2,874.6 (388.2) million and investments in intangible assets of NOK 1,114.3 (1,440.8) million. The net cash flow from financing activities amounted to NOK 2,468.8 (318.1) million for 2012. The increase was largely caused by withdrawals on established loan facilities. In total, the Company had a cash position and tax refund claim of NOK 2,427.9 (2,239) million at 31 December 2012. Liquidity Related Ratios The following ratios are per 31 December 2013: Liquidity ratio 1: 3,819,011 + 4,806,128 / 1,897,119 = 4.55 ((current assets + unused available withdrawal)/current debt) Liquidity ratio 2: 3,819,011 + 4,806,128 40,880 / 1,897,119 = 4.52 ((current assets + unused available withdrawal inventories)/current debt) Funding and Treasury Policies The Company has financed its activities with an exploration facility, a revolving credit facility and two bonds, all with floating interest rates. In addition, the Company has financial instruments such as trade debtors, trade creditors etc., directly related to its day-to-day operations. For hedging purposes, the Company has invested in four interest swaps to swap floating rate to fixed rate. The Company does not trade in financial instruments, including derivatives. The most important financial risks which the Company is exposed to relate to oil prices, foreign exchange rates, interest rates and capital requirements. The Company's risk management, including financial risk management, is designed to ensure identification, analysis and systematic and cost-efficient handling of risk. Established management procedures provide a good basis for reporting and monitoring of the Company's risk exposure. 115

Working Capital Statement As of the date of this Prospectus, the Company is of the opinion that the Company's working capital is sufficient for its present requirements and for at least the next twelve months from the date of this Prospectus. 13.8 Property, Plant and Equipment The table below shows the Company s tangible and intangible fixed assets as of 31 March 2014 (restated) in NOK thousands (unaudited). NOK thousands Intangible assets Tangible fixed assets Licenses etc. Software Exploration expenses Goodwill Fields under development Production facilities, including wells Fixtures and fittings, office machinery 638,884 4,168 1,555,348 321,120 2,756,883 709,012 70,390 6,055,805 Total 13.9 Investing Activities This section includes a description of the Company's principal investments made during the periods under review. 2013 In 2013, the Company participated in 14 exploration and appraisal wells. In addition to the discoveries in the Johan Sverdrup appraisal wells, the Company encountered hydrocarbons at Gohta (oil) in the Barents Sea and the Askja (oil and gas) prospect adjacent to the Krafla discovery in the North Sea. In 2013, total investments in exploration activities amounted to NOK 1.7 billion. Total investments in intangible and tangible fixed assets in 2013 were NOK 2,854.7 million. Except for the 1.7 billion in exploration cost, the main driver for the investments was the development of Ivar Aasen, which amounted to approximately NOK 1.0 billion in 2013. The Jette fields started producing in May 2013 and the development cost this year amounted to NOK 122 million. The Company's principal investments are mainly financed by the two bond loans and the revolving credit facility described in section 13.7. The exploration activities are mainly financed by the exploration tax refund from the Authorities. The PDO for Jette was submitted in September 2011, and the development solution was approved by the authorities in February 2012. The main development cost were incurred in 2012 and production commenced in May 2013. The three first months of 2014 In the first quarter of 2014, the Company participated in two exploration wells, the Trell prospect (PL 102F) and Langlitinden (PL 659). Both wells discovered hydrocarbons, but the Langlitinden is considered to be non-commercial at the current stage. Trell is further decribed in Section 6.5. Of the NOK 74 million expense of exploration wells in 1Q 2014, the main part of the expenses relates to Langlitinden. Based on current plans, the Company will participate in around 10 exploration wells through 2014. Total investments in intangible and tangible fixed assets in the first quarter of 2014 were NOK 704.5 million. Except for the mentioned exploration wells, the main part of the investments was related to the three development projects Ivar Aasen (NOK 355 million), Johan Sverdrup (NOK 95 million) and Gina Krog (NOK 36 million). The second three months of 2014 The main on-going development project is the Company operated construction of the Ivar Aasen field, as described above. In 2Q 2014 the Company increased its exposure on Ivar Aasen by receiving interests in PL457 in two different swap agreements (subject to Authority approval). Pursuant to the unitisation agreement entered into 30 June 2014, the Company s interest in the Ivar Aasen unit is 34.7862%. Costs also continue to incur on the pre unitisation work on Johan Sverdrup, in addition to the development of Gina Krog as mentioned above. In addition, the Company continues to spend significant amounts on exploration wells. In 2Q 2014 the Company participated in the drilling of four exploration wells, of which two were dry (PL550 Gotama and PL558 Terne). For PL492 (Gotha) and PL554 (Garantiana), the result of the drillings are not yet concluded upon. Current Development Projects Gina Krog, Ivar Aasen and Johan Sverdrup are the Company s current development projects. All projects are progressing according to plan. Unitisation negotiations for the Ivar Aasen field and the Johan Sverdrup field are on-going. In addition to the mentioned development project, there are some minor capitalised investments on the Company's producing fields, 116

as well as pipeline investment on the Utsira High. The Company has strong growth ambitions, which will require large investments. Gina Krog The Gina Krog oil and gas field is operated by Statoil Petroleum ASA and is located in blocks 15/5 and 15/6 of PL303, PL048, PL029B and PL029C in the North Sea. The Company holds a 20% interest in PL029B. Based on its interest in PL029B, the Company reached an unitisation agreement with the other partners, leaving the Company with a 3.3% interest in the total field. Gross investments are estimated at NOK 31 billion (nominal) and the field holds gross proven and probable reserves (P50/2P) of about 225 million boe. Ivar Aasen Full field development costs are estimated at NOK 27.4 billion (nominal), of which approximately NOK 19 billion will be invested prior to production start-up. The Company s 34.7862% ownership interest represents an investment of about NOK 9.5 billion. Johan Sverdrup Statoil Petroleum AS, as the pre-unit operator on the Johan Sverdrup field, announced the key parts of the field concept selection in February 2014, as Decision Gate 2 (DG2) for the first development phase was passed in the Johan Sverdrup pre-unit partnership. The concept for future phases will be decided in a separate process after the phase 1 PDO. Gross investments for the first phase are estimated to be between NOK 100 and 120 billion, including contingencies and provisions for market adjustments. The Company s ownership interest in this field will be determined through an unitisation process and a conclusion is expected in early 2015. 13.10 Off-Balance Sheet Arrangements As of the date of this Prospectus, the Company is not subject to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the Company's financial condition. 117

14. MAJOR SHAREHOLDERS The table below shows the Company s 20 largest shareholders as recorded in the shareholders register of the Company with the VPS as of 8 July 2014, the latest practical date prior to the date of this Prospectus. No. of Shares Owning interest (%) Aker Capital AS... 70,339,610 49.99 % Folketrygdfondet... 8,195,409 5.82 % Odin Norge... 2,645,420 1.88 % Verdipapirfondet DNB... 1,913,953 1,36% KLP Aksje Norge VPF... 1,600,000 1,14% JP Morgan Chase Bank Handelsbanken... 1,451,346 1,03% JP Morgan Clearing C A/C Customer... 1,407,422 1,00% Varma Mutual Pension Company... 1,375,000 0,98% Verdipapirfondet DNB... 1,347,699 0,96% Fondsfinans SPAR... 1,300,000 0,92% VPF Nordea Kapital C/O JP Morgan... 1,288,584 0,92% VPF Nordea Norge VER C/O JP Morgan... 1,118,307 0,79% Torstein Ingvald Tvenge... 1,100,000 0,78% Kommunal Landspensjon... 1,100,000 0,78% Danske Invest Norske C/O Danske... 1,052,949 0,75% Clearstream Banking... 992,341 0,71% The Northern Trust C Non-Treaty... 875,020 0,62% Statoil Pensjon C/O JP Morgan Chase... 757,011 0,54% Danske Bank 3993 Nordic Settlement... 739,102 0,53% KLP Aksje Norge Inde... 690,706 0,49% Other... 39,417,121 28.01% Total... 140,707,000 100.00 % The following shareholders currently own more than 5% of the issued share capital in the Company as recorded in the shareholders register of the Company with the VPS as of 8 July 2014, the latest practical date prior to the date of this Prospectus: No. of Shares Owning interest (%) Aker Capital AS... 70,340,000 49.99 % Folketrygdfondet... 8,339,000 5.82 % All the shares in the Company carry the same voting rights. The Company is not aware of any arrangements, the operation of which may at a date subsequent to the date of this Prospectus result in a change of control in the Company. For information regarding the controlling shareholder of the Company, see Section 2.6 Risks Relating to the Shares. 118

15. THE BOARD OF DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES This Section provides summary information about the Board of Directors and the executive management of the Company and disclosures about their employment arrangements with the Company and other relations with the Company, summary information about the certain other corporate bodies and the governance of the Company, as well as employee data. 15.1 Overview The Board of Directors is responsible for the overall management of the Company and may exercise all the powers of the Company. In accordance with Norwegian law, the Board of Directors is responsible for, among other things, supervising the general and day-to-day management of the Company's business; ensuring proper organisation, preparing plans and budgets for its activities; ensuring that the Company's activities, accounts and asset management are subject to adequate controls and to undertake investigations necessary to ensure compliance with its duties. The Board of Directors may delegate such matters as it seems fit to the executive management of the Company (the Senior Management ). The Company has also established a Corporate Assembly, a corporate body established for some public limited liability companies. The Corporate Assembly has the power to elect the members of the board of directors and the chair of the board of directors. Furthermore, the Corporate Assembly has the power to adopt resolutions on matters concerning (1) investments of substantial magnitude in relation to the resources of the company and (2) rationalisation or restructuring of operations that will result in a major change in or redeployment of workforce. The articles of association may also stipulate that the Corporate Assembly s consent shall be required for certain transactions that do not fall under the company s day-to-day management, but this is not the case for the Company. The Company's Senior Management is responsible for the day-to-day management of the Company's operations in accordance with instructions set out by the board of directors. Among other responsibilities, the Company's CEO is responsible for keeping the Company s accounts in accordance with existing Norwegian legislation and regulations and for managing the Company's assets in a responsible manner. In addition, at least once a month the Company's CEO must brief the board of directors about the Company's activities, financial position and operating results. 15.2 Board of Directors and Senior Management Board of Directors The Company's Articles of Association provide that the Board of Directors shall have between five and ten members. In accordance with Norwegian law, the Corporate Assembly is entitled to elect up to one third, and at least two, of the members of the Board of Directors. In accordance with Norwegian law, the CEO and at least half of the members of the Board of Directors must either be resident in Norway, or be citizens of and resident in an EU/EEA country. The Company's Board of Directors currently consists of the following members: Name Position Served Since Expiry of Term Sverre Skogen Chairman 17 April 2013 AGM 2015 Anne Marie Cannon Deputy Chair 17 April 2013 AGM 2015 Tom Røtjer Director 19 April 2012 AGM 2016 Kjell Inge Røkke Director 17 April 2013 AGM 2015 Kitty Hall (Katherine J. Martin) Director 17 April 2013 AGM 2015 Jørgen C. Arentz Rostrup Director 17 April 2013 AGM 2015 Gro G. Kielland Director 25 March 2014 AGM 2016 Gudmund Evju Director 25 March 2014 AGM 2016 Kristin Gjertsen Director 25 March 2014 AGM 2016 Inge Sundet Director 13 August 2012 AGM 2015 Terje Solheim Deputy director 25 March 2014 AGM 2015 Tormod Førland Deputy director 25 March 2014 AGM 2016 Camilla Oftebro Deputy director 25 March 2014 AGM 2016 The Company s registered business address, Munkegata 26, 7011 Trondheim, Norway, serves as c/o address for the members of the Board of Directors in relation to their directorship of the Company. The composition of the Company's Board of Directors is in compliance with the independence requirements of the Norwegian Code of Practice of 23 October 2012 (the Norwegian Corporate Governance Code ). The Norwegian Corporate Governance Code provides that a board member is generally considered to be independent when he or she 119

does not have any personal, material business or other contacts that may influence the decisions he or she makes as a board member. Set out below are brief biographies of the directors of the Company, along with disclosures about the companies and partnerships of which each director has been member of the administrative, management and supervisory bodies in the previous five years, not including directorships and senior management positions in the Company or its subsidiary. Sverre Skogen, Chairman Mr Sverre Skogen (born 1956) holds an M.Sc and an MBA from the University of Colorado. Mr Skogen has previously held several executive positions in the oil and gas industry, including as CEO of Aker Maritime ASA (from 1997 to 2001), of the amalgamated Aker Kværner O&G (2001-2002), of PGS Production (2003-2005), and of AGR ASA (2005-2013). Mr Skogen has also held the position as the Company s CEO (2013-2014). Mr Skogen has served on several boards in non-executive positions, including Chair of the Board of Intsok from 1999 to 2001 and of Rosenberg Verft from 2003 to 2005. Current other directorships and management positions... Directorships: Petrica Holding (Chairman); Petrica AS (Chairman); Hemaca AS (Chairman); AGR Energy AS (Chairman); Hardangervidda Senteret AS (Director); AGR Cannseal AS (Director); EX-Tech Industrial Group AS (Chairman); Upstream AS (Director); Tco AS (Director). Management position(s): - Previous directorships and management positions held Directorships: AGR Marine Engineering AS (Chairman); AGR during the last five years... EDS and T&T Holdings AS (Chairman); AGR Subsea AS (Chairman); BRI Cleanup AS (Chairman); BRI Well Services (Chairman); AGR Business Partner (Chairman); AGR Central Asia AS (Chairman); AGR Petroleum Services AS (Chairman); AGR Consultancy Services AS (Chairman); Teredo AS (Chairman); AGR Petroleum Services Holdings AS (Chairman); AGR Drilling Services Holdings AS (Chairman); SPT Group AS (Director); Oceaneering FO Holdings AS (Chairman); Oceaneering Asset Integrity AS (Chairman); Oceaneering Pipetech AS (Chairman); Hemla II AS (Chairman); AGR DPAL AS (Chairman); Skøyen Invest AS (Chairman). Anne Marie Cannon, Deputy Chair Management position(s): AGR ASA (CEO 2005 2013). Ms Anne Marie Cannon (born 1957) has more than 30 years experience in the oil and gas sector in both industry and investment banking. Since 2000, she has been a Senior Advisor to the Natural Resources Group at Morgan Stanley focusing on upstream M&A. In her early business career Ms. Cannon held financial and commercial positions at Shell UK E&P and at Thomson North Sea. In 1995 Ms Cannon joined the Board of Hardy Oil & Gas plc. She graduated with a BSc Honours Degree from Glasgow University. Ms Cannon is a British citizen. Current other directorships and management positions... Directorships: Premier Oil (Non-executive Director). Management position(s): - Previous directorships and management positions held Directorships: Aker ASA (Director). during the last five years... Management position(s): Morgan Stanley (Senior Advisor to the Natural Resources Group). Tom Røtjer, Director Mr Tom Røtjer (born 1953) is Executive Vice President Projects in Norsk Hydro. Mr. Røtjer has held a large variety of management positions in Hydro since 1980. From 1995 to 1998 he was Project Director for the Njord Field development on the Norwegian Continental Shelf and was appointed Head of Hydro Technology & Projects. In 2004, Mr. Røtjer was appointed Project Director for the Ormen Lange and Langeled subsea gas development projects in the Norwegian Sea. He holds a Master's degree in mechanical engineering from NTNU (1977). 120

Current other directorships and management positions... Directorships: Green Energy Group (Chairman); Qatalum Ltd. (Qatar Aluminium Company), (Director). Management position(s): SVP Norsk Hydro ASA (Head of Projects). Previous directorships and management positions held Directorships: Qatalum Ltd. (Director); Green Energy Group during the last five years... (Director); Master Marine AS (Director). Kjell Inge Røkke, Director Management position(s): SVP Norsk Hydro ASA, Head of Projects; EVP Norsk Hydro ASA (Head of Projects). Mr Kjell Inge Røkke (born 1958) is Aker ASA s main owner, and has been a driving force in the development of Aker since the 1990s. Mr Røkke launched his business career with the purchase of a 69-foot trawler in the US in 1982, and gradually built a leading worldwide fisheries business, harvesting fish and processing it at sea. In 1996, the Røkke-controlled company RGI purchased enough Aker shares to become Aker s largest shareholder, and later merged RGI with Aker. Current other directorships and management positions... Directorships: Aker ASA (Chairman); Kværner ASA (Director); Aker Solutions ASA (Director); Aker Kværner Holdings AS (Director); Ocean Yield ASA (Director); Stiftelsen Aker Stadion II (Chairman); Stiftelsen Aker Stadion I (Chairman); TRG Holding (Chairman); The Resource Group TRG AS (Chairman); Stiftelsen Molde Fotball (Chairman); Kværner Concrete Solutions (Deputy chair); Våningshuset AS (Director); Converto Capital Fund AS (Director); Oppdal Hotellinvest (Director); Oppdalstoppen Invest AS (Director); Trygg Pharma Group AS (Director); Oppdalstoppen 880 AS (Director). Management position(s): - Previous directorships and management positions held Directorships: Molde Fotball AS (Director); TRG Eco during the last five years... Harvesting AS (Chairman); Kværner ASA (Chairman); Aker BioMarine ASA (Chairman). Kitty Hall (Katherine J. Martin), Director Management position(s): Aker Stadion Drift DA (Participant) Ms Kitty Hall (born 1956) has extensive experience from the oil and gas sector. She has headed various technology companies within the geophysics sector for 25 years and has held several positions on the boards of both listed and unlisted companies. Ms Hall holds a Bachelor s degree in geology from the University of Leeds and a Master s degree in stratigraphy from Bircbeck College, University of London. She is a British citizen. Current other directorships and management positions... Directorships: Seabird Exploration plc. (Director). Management position(s): - Previous directorships and management positions held Directorships: ARKeX Ltd (Director); Polarcus Ltd during the last five years... (Director); Sevan Drilling ASA (Director); Petroleum Exploration Society of Great Britain (Director); Eastern Echo (Director); ARK Geophysical Ltd (Director); The International Association of Geophysical Contractors (Director). Management position(s): - 121

Jørgen C. Arentz Rostrup, Director Mr Jørgen C. Arentz Rostrup (born 1966) has held the position as CFO in Hydro, where he served as member of the corporate management until March 2013. He started his career in Hydro, where he headed the energy business area and the Norwegian production and sale of oil, gas and power. Mr Rostrup has held a number of management positions in Norway, Singapore and New York. He played a key role in the merger between Saga Petroleum and Hydro and was a member of the corporate management board until Hydros' merger with Statoil. Current other directorships and management positions... Directorships: Citus AS (Director); ABG Sundal Collier Holding ASA (Director); Roccasio AS (Director). Management position(s): Yara Ghana Ltd (Managing Director); Roccasio AS (Managing Director). Previous directorships and management positions held Directorships: Hydro Energi ASA (Chairman); Christian during the last five years... Michelsen Research AS (Chairman); Hycore ANS (Chairman); Panoro Energy ASA (Director); Argentum Fondsinvesteringer AS (Director). Gro Kielland, Director Management position(s): Hydro (CFO). Ms Gro Kielland (born 1959) has a Master of Science degree as engineer from the Norwegian University of Science and Technology (NTNU). Kielland has had a number of leading positions in the oil and gas industry both in Norway and abroad, among others as CEO of BP Norway. Kielland is a Norwegian citizen. Current other directorships and management positions... Directorships: Mindup AS (Chairman); Minox Technology AS (Chairman); S3 ID AS (Chairman); Hagrola Consulting AS (Chairman); BP Fuels and Lubricants AS (Chairman); Flux Group AS (Chairman); Asco Norge (Chairman); Agility Group AS (Chairman); Ulstein Group AS (Director); Ulstein Shipping AS (Director); Falck Nutec (Director); Montagu Executive Search (Director); Stavanger Symfoniorkester Stiftelse (Director). Management position(s): Hagrola Consulting (Managing Director). Previous directorships and management positions held Directorships: Exprosoft (Director); Asco Arctic Base during the last five years... (Chairman); Asco Freight Management Norge AS (Chairman); Flux Holding AS (Chairman); MRC Global Norway AS (Chairman); International School of Stavanger (Director); Screencancer AS (Director); Plasmacute AS (Director); Novel Diagnostics (Chairman); I-Sea AS (Director); Tristein AS (Chairman); Align Invest AS (Director); Agility Group AS (Director); Stream Invest AS (Director); Industri Energi Holding AS (Chairman); Torp LNG AS (Director); Bilfinger Industrier Norge AS (Chairman); MRC Global Norway AS (Director); Risavika Havne-service AS (Chairman); Asco Sørbase AS (Chairman); Sandnessjøen Havneservice AS (Chairman); BP Norge AS (Chairman); Asco Norge AS (Director); Screencancer AS (Chairman); Dovre Group AS (Director); Advanced Control ID AS (Chairman); BP Fuels and Lubricants AS (Director); BP Norge AS (Director). Management position(s): BP Norge AS (Managing Director). 122

Gudmund Evju, Director Mr Gudmund Evju (born 1972) is Head of Development Technology in the Company. He has been with the Company since 2004, with several positions in the department. From 2011-2013 he was Project Manager for the Jette Development. Evju holds a Master of Science in Mechanical Eng. from NTNU (1996). Before he joined the Company he was in PGS Production (1998-2004), primarily followed up the process plant on the FPSO vessel Petrojarl Varg. In the period from 1996-1998 he was employed at NTNU and in addition he worked on different projects at SINTEF. Current other directorships and management positions... Directorships: - Management position(s): - Previous directorships and management positions held Directorships: - during the last five years... Management position(s): - Kristin Gjertsen, Director Ms Kristin Gjertsen (born 1969) is Head of Partner Operated Licenses in the Company where she has been since 2010. She has more than 15 years experience from various management positions in the oil and gas industry. Gjertsen has held various positions in StatoilHydro ASA (incl. Hydro ASA and Saga Petroleum ASA) from 1998 to 2008, and from 2008 to 2010 she held the position as Director Business Development & Online Business Group in Microsoft Norge. Ms Gjertsen holds a M. Sc. from NTNU (1992) and a MBA from NHH (2004). She is also member of the Board of Western Bulk ASA. Current other directorships and management positions... Directorships: Western Bulk ASA (Director). Management position(s): - Previous directorships and management positions held Directorships: Viking Drilling ASA (Director); Microsoft during the last five years... Norge ASA (Director Business Development & Online Business Group). Inge Sundet, Director Management position(s): - Mr Inge Sundet (born 1963) is Chief Drilling Engineer in the Company. He has been with the Company since 2008, with several positions in the drilling department, and is now drilling manager for Ivar Aasen. Sundet holds a Master of Science in Mechanical Eng. from NTNU (1988). Before he joined the Company he was in Statoil (2001-2008), primarily working with well completions (Heidrun and Kristin). He has worked offshore as Drilling Supervisor. From 1989-2001 he was employed at SINTEF as Senior Researcher within Safety and Reliability. Current other directorships and management positions... Directorships: Management position(s): Previous directorships and management positions held Directorships: during the last five years... Management position(s): Corporate Assembly Pursuant to the Norwegian Public Limited Liability Companies Act, two-thirds of the members of the Corporate Assembly and deputy members shall be elected by the general meeting by simple majority. One-third of the members of the Corporate Assembly and deputy members are elected by and from among the employees. A majority of the employees or trade unions representing two-thirds of the employees may, in addition, decide that observers and deputy members are to be elected. The number of observers may be up to half the number of employee members of the Corporate Assembly. Pursuant to the Company's Articles of Association, the Corporate Assembly shall have twelve members and up to eight deputy members. Eight members and up two four deputy members shall be elected by the General Meeting. Four members and the four corresponding deputy members shall be elected by and among the employees. The chairman and the vice-chairman of the Corporate Assembly are elected by the Corporate Assembly. 123

The Company's Corporate Assembly currently consists of the following members: Name Position Served Since Expiry of Term Øyvind Eriksen Chairman 17 April 2013 AGM 2015 Anne Grete Eidsvig Member 17 April 2013 AGM 2015 Odd Reitan Member 17 April 2013 AGM 2015 Finn Berg Jacobsen Member 17 April 2013 AGM 2015 Leif O. Høegh Member 17 April 2013 AGM 2015 Olav Revhaug Member 17 April 2013 AGM 2015 Jens Johan Hjort Member 17 April 2013 AGM 2015 Nils Bastiansen Member 17 April 2013 AGM 2015 Ifor Roberts (1) Member 17 April 2013 AGM 2015 Hugo Breivik (1) Member 17 April 2013 AGM 2015 Kjell Martin Edin (1) Member 17 April 2013 AGM 2015 Hanne Gilje (1) Member 17 April 2013 AGM 2015 (1) Elected by and among the employees Set out below are brief biographies of the members of the Corporate Assembly, along with disclosures about the companies and partnerships of which each member of the Corporate Assembly has been member of the administrative, management and supervisory bodies in the previous five years, not including directorships and senior management positions in the Company or its subsidiary. As of the date of this Prospectus, none of the members of the Corporate Assembly hold any securities in the Company. Øyvind Eriksen, Chairman Mr Øyvind Eriksen (born 1964) is the CEO of Aker ASA, a position he has held since January 2009. Mr. Eriksen holds a law degree from the University of Oslo. He joined the Norwegian law firm BA-HR in 1990, where he became a partner in 1996 and a director/chairman from 2003. At BA-HR, Mr Eriksen worked closely with Aker and Aker s main shareholder, Kjell Inge Røkke. Mr Eriksen is executive Chairman of Aker Solutions ASA and Aker Kværner Holding AS, and a director of several companies, including The Resource Group TRG AS, TRG Holding AS and Reitangruppen AS. Current other directorships and management positions... Directorships: Converto Capital Fund AS (Chairman); Aker Kværner Holding AS (Chairman); Aker Achievements AS (Chairman); Erøy AS (Chairman); Aker Solutions ASA (Chairman); The Resource Group TRG AS (Director); Oz Holdco AS (Director); Flette AS (Director); Oz Midco AS (Director); Qinterra AS (Director); Oz Topco (Director); Reitangruppen AS (Director); Gluteus Medius (Director). Management position(s): Aker ASA (CEO). Previous directorships and management positions held Directorships: Havfisk ASA (Director); Converto AS during the last five years... (Director); Aker Clean Carbon (Director); Aker Capital (Chairman); Transocean Norway Drilling AS (Director); Ocean Harvest AS (Chairman); Flette AS (Chairman); Stokke AS (Director); Volvo Car Norway AS (Director); Rema Finans AS (Director); Volvo Norge AS (Chairman); GKN Aerospace Norway AS (Director); Reitan Kapital AS (Director); Thor Dahl Management AS (Deputy Director); Thor Dahl Shipping AS (Director); Advokatfirmaet BA-HR DA (Chairman). Management position(s): Advokatfirmaet BA-HR DA (Partner). 124

Anne Grete Eidsvig, Member Ms Anne Grete Eidsvig (born 1966) graduated from the Norwegian Police Academy in 1988. From 1988-2003 she held various positions in the police force in Oslo and elsewhere, among them one year in OSCE (Organization for Security and Co-operation in Europe) in Croatia/Vukovar. Ms Eidsvig is a shareholder and a director in The Resource Group TRG AS, which own approximately 67 per cent of Aker ASA. She is a Norwegian citizen. Current other directorships and management positions... Directorships: The Resource Group TRG AS (Director); The Resource Group TRG AS (Director); TRG Holding AS (Director); Aker Achievements AS (Director). Management position(s):- Previous directorships and management positions held Directorships: - during the last five years... Management position(s): - Odd Reitan, Member Mr Odd Reitan (born 1951) is CEO and chairman of the board of Reitangruppen AS. He has been a merchant all his life and he got his formal education at Norges Kjøpmannsinstitutt, now Norges Varehandelshøyskole (Commodity Trade Management). After graduating he opened his first store in 1972. Mr Reitan is a Norwegian citizen. Current other directorships and management positions... Directorships: Reitan Handel AS (Chairman); Reitangruppen AS (Chairman); Reitan Eiendom AS (Chairman); Reitan Convenience AS (Chairman); Reitan Kapital AS (Chairman); Rema 1000 AS (Chairman); Odd Reitan Private Holding AS (Chairman); Rely AS (Chairman); UNO-X Gruppen AS (Chairman); Nordenfjeldske Invest AS (Chairman); Major 2 AS (Chairman); Reitangruppen AS (Chairman); Vågsplassen Eiendom AS (Director); Vågentorget AS (Director); Vågsalm. 6 AS (Director); Norvo AS (Director); Vetridsallmenning 5 AS (Director); Næringsforeningen i Trondheimsregionen Mid Norway Chamber of Commerce and Industry (Director); E. C. Dahls Eiendom AS (Director); Norges Franchise Forening (Director); Axfood AB (Sweden) (Director). Management position(s): Odd Reitan (Owner). Previous directorships and management positions held Directorships: Rema Industrier AS (Director); Reitangruppen during the last five years... Holding AS (Chairman); Vestenfjeldske Eiendom AS (Director); Reitangruppen AS (Chairman); Travelnet Norway AS (Director); Effect Norge AS (Director); UNO-X Gruppen Holding AS (Chairman); Nordenfjeldske Invest AS (Director); Nordenfjeldske Luftfart AS (Director); Nordenfjeldske Offshore AS (Director); Nordenfjeldske Shipping AS (Director); Major 2 AS (Director); Reitan Venture 1 AS (Chairman). Finn Berg Jacobsen, Member Management position(s): Reitangruppen AS (CEO) Mr Finn Berg Jacobsen (born 1940) holds an MBA degree from Harvard Business School and is a state authorised auditor. He has held various positions with Arthur Andersen & Co, and worked as Regional Managing Partner from 1983 1999. From 2001 2005, Mr. Berg Jacobsen worked as CFO and Chief of Staff at Aker Kvaerner. He is currently working as a consultant within corporate governance and corporate finance. He is director and chairman of the audit committee in several companies. Mr. Berg Jacobsen has served on the board, supervisory committees and task forces of several associations and organisations. He has been awarded the Royal Order of St. Olav for his contributions to the advancement of auditing and accounting. 125

Current other directorships and management positions... Directorships: FBJ-Consulting AS (Chairman); Arctic Securities AS (Chairman); Aker ASA (vice-chairman); Hvamveien 4 ANS (Director); Strømsveien 80 ANS (Director); Oslo Asset Management ASA (Director); Industriveien 6 ANS (Director); Sameiet Gabels gate 11 (Director). Management position(s): Finn Berg Jacobsen (Owner). Previous directorships and management positions held Directorships: Entra Eiendom AS (Director); Aker ASA during the last five years... (Director); Eneas Holding AS (Director); Resid Invest AS (Director); Eneas Energy AS (Director). Leif O. Høegh, Member Management position(s):- Mr Leif O. Høegh (born 1963) holds a master s degree in economics from the University of Cambridge and an MBA from Harvard Business School. Mr Høegh has previously worked for McKinsey & Company and the Royal Bank of Canada Group. Current other directorships and management positions... Directorships: Leif Höegh & Co AS (Chairman); Leif Höegh & Co Holdings AS (Chairman); Höegh Autoliners Holdings AS (Chairman); Höegh Autoliners Management AS (Chairman); Höegh LNG Holdings Ltd (Deputy Chairman); Höegh LNG AS (Director); Höegh Capital Partners Ltd (Director); Höegh Capital Partners Services AS (Director); Höegh Eiendom AS (Director); Höegh Eiendomsselskap AS (Director); Höegh Eiendom Holding AS (Director); Industriens og Eksportens Hus AS (Director); Indekshuset Holding AS (Director); Rift Valley Holdings (Director); Gadus SE (Chairman); Dita Spar AS (Chairman); Gadus LNG AS (Chairman); Gadus Eiendom ANS (Chairman); Luta Spar AS (Chairman); Gadus Industri SE (Chairman); Kata Spar AS (Chairman); Gadus Eiendom AS (Chairman); Nita Spar AS (Chairman); Gadus Shipping AS (Chairman); Höegh Pensjonskasse (Chairman); Fritas AS (Chairman); NRTO AS (Chairman); Alpaca Holding AS (Director); Tangen Reserve AS (Chairman); AS Fansea (Director); Flette AS (Chairman); Aker ASA (Director). Management position(s):- Previous directorships and management positions held DNB (Supervisory Board); Hector Rail AB (Director); during the last five years... Industriens og Eksportens Hus AS (Director); Norwegian Hull Club - Gjensidig Assuranseforening (Director); Höegh Capital Partners Services AS (Chairman); Nita Spar AS (Director); Dita Spar AS (Director); Kata Spar AS (Director); Luta Spar AS (Director); Aequitas AS (Director); Gadus AS (Chairman); Lohba Holding AS (Chairman); Flette AS (Director). Olav Revhaug, Member Management position(s):- Mr Olav Revhaug (born 1950), has been managing director in the The Resource Group (TRG) AS since 1997. Mr Revhaug is a business graduate from Norwegian School of Management. From 1967 Mr Revhaug held various positions in Bergerkrysset Auto, and he was with Gresvig AS from 1982 1993, at the end of the period as CFO. From 1993 1994 Mr Revhaug was CFO in Brooks Sports, USA, and from 1994 1997 he was CFO in Resource Group International, Inc. in USA. He has also held various temporary EVP positions in Aker RGI AS, Kværner ASA and Aker ASA during the period 2004 2009. Mr Revhaug is a Norwegian citizen. 126

Current other directorships and management positions... Directorships: Orkelhø AS (Chairman); Våningshuset AS (Chairman); Storhø AS (Chairman); Sissihø AS (Chairman); Laffen Holding AS (Chairman); The Resource Group TRG AS (Director); TRG Holding AS (Director). Management position(s): The Resource Group TRG (Managing Director); Laffen Holding AS (Managing Director); Nopel Yachting, INC. (Managing Director). Previous directorships and management positions held Directorships: TRG Eco Harvesting AS (Director); Aker during the last five years... Encore AS (Director); Aker Clean Carbon AS (Director); Startfase 375 AS (Chairman); Startfase 374 AS (Chairman); Vora AS (Chairman); Aker Encore AS (Chairman); Blåøret AS (Chairman); Kvennhuset AS (Chairman); Masstu AS (Chairman); Fjellvollen AS (Chairman); Aker Pensjonskasse (Chairman); Aker Invest II KS (Chairman); Oslo Asset Management Holding AS (Chairman); CS Krabbe AS (Chairman); Aker BioMarine AS (Chairman); Aker Ship Lease 1 (Chairman); Aker Geo Seismic AS (Chairman); Transocean Norway Drilling AS (Director); Hanøytangen Invest AS (Chairman); Ocean Yield ASA (Chairman); Aker Maritime Finance AS (Chairman); Recondo AS (Chairman); Aker Mekaniske Verksted AS (Chairman); Aker Capital AS (Director); Aker AS (Chairman); Navigator Marine AS (Chairman); Aker Holding Start 2 AS (Chairman); Norway Seafoods Holding AS (Chairman); Resource Group International AS (Chairman); K3 Komplementar Tomt AS (Chairman); Sea Launch Holding AS (Chairman); Aker Invest AS (Chairman); Old Kværner Invest AS (Chairman); A-S Norway AS (Chairman); Aker Energy International AS (Director); Aker Ship Lease 2 AS (Chairman); Aker Ship Lease AS (Chairman); Converto AS (Chairman); Converto Capital Fund AS (Director); Oslo Asset Management ASA (Chairman); Startfase Holding AS (Chairman); Atlas-Stord AS (Chairman); Lysaker Polaris I AS (Chairman); Næraberg Holding AS (Director); CS Krabbe AS (Director). Jens Johan Hjort, Member Management position(s): TRG ECO Harvesting AS (CEO); Aker Kværner Holding AS (CEO); Resource Group International AS (CEO). Mr Jens Johan Hjort (born 1964) has been the Major of Tromsø from 2011. After graduating from the University of Oslo with a Law degree, he has gained experience from a variety of fields. He has worked in the Ministry of Finance and the Ministry of the Environment and later as a Lawyer in Advokatene Rekve, Pleym & Co from 1996-2011. He was also the Swedish consul in Tromsø from 1998-2011. Mr Hjort is a Norwegian citizen. Current other directorships and management positions... Directorships: Ordfører Kolsum og Hustrus Fond (Chairman); Hjort Holding AS (Director). Management position(s): Hjort Holding AS (CEO); Advokat Jens Johan Hjort (Owner). Previous directorships and management positions held Directorships: Holmbo AS (Director); Kjell Arnesen AS during the last five years... (Director); Tromsø IL (Chairman). Management position(s): Advokatene Rekve, Pleym & Co (Lawyer); Swedish consul in Tromsø. 127

Nils H. Bastiansen, Member Mr Nils H. Bastiansen (born 1960) has worked for Folketrygdfondet since 1995. He has previously worked as a stock broker in Inibank Securities in Copenhagen and in DNB Fonds in Oslo. Mr Bastiansen is educated in commerce management from Handelsakademiet in Oslo and holds an M.Sc. in Business Administration and a Master of International Management from the American Graduate School and International Management, Arizona. He is also a chartered financial analyst. Mr Bastiansen is a Norwegian citizen. Current other directorships and management positions... Directorships: Folketrygdfondet (Executive Director Equities); Norsk Hydro (Corporate Assembly Member). Management position(s): - Previous directorships and management positions held Directorships: DNB ASA (Corporate Assembly Member); during the last five years... DNB Bank (Corporate Assembly Member); DNB Livsforsikring (Corporate Assembly Member); DNB Skadeforsikring (Corporate Assembly Member); DNB Boligkredtt (Corporate Assembly Member); DNB Næringskreditt (Corporate Assembly Member). Senior Management Management position(s): - The Company's senior management comprise of the CEO and six executives. Name Position Employed From Karl Johnny Hersvik CEO 4 October 2013 Øyvind Bratsberg Chief Operating Officer 11 February 2008 Alexander Krane CFO 20 June 2012 Odd Ragnar Heum Senior VP Asset Johan Sverdrup 7 December 2007 Anita Utseth Chief of Staff 19 November 2007 Bård Atle Hovd Senior VP Projects 7 May 2011 Gro G. Haatvedt Senior VP Exploration 1 June 2014 Set out below are brief biographies of the members of the Senior Management, along with disclosures about the companies and partnerships of which each member of the Senior Management has been member of the administrative, management and supervisory bodies in the previous five years, not including directorships and executive management positions in the Company or its subsidiaries. Karl Johnny Hersvik, CEO Mr Karl Johnny Hersvik holds a Cand Scient degree in Industrial Mathematics from UiB. Prior to joining Statoil in 1998 he was a co-founder of several IT start-ups. Since 1998 he has held many professional and management positions in Norsk Hydro and StatoilHydro, most recent as Senior Vice President Research, Development and Innovation. Mr Hersvik holds several board positions including chairman of the OG21. He is also a member of several industry academia collaboration boards. Current other directorships and management positions... Directorships: Epsis AS (Director) (Leaving the board in June); Energy Ventures (Advisory Director) (Leaving the board in June); Den Norske Kirke i Utlandet (Sjømannskirken) (Director). Management position(s): - Previous directorships and management positions held Directorships: Statoil Technology Middles East (Chairman); during the last five years... Statoil Technology China (Chairman). Management position(s):- 128

Øyvind Bratsberg, Chief Operating Officer Mr Bratsberg has 24 years of experience from the industry within marketing, business development, and operation. His core competence commercial negotiations and management, and has comprehensive experience from offshore operations and project development. Before joining the Company, Bratsberg was employed in Statoil where he was responsible for the Company s early-phase field development. Mr Bratsberg currently holds no other directorships and management positions. Current other directorships and management positions... Directorships: - Management position(s): - Previous directorships and management positions held Directorships: - during the last five years... Management position(s): - Alexander Krane, CFO Mr Alexander Krane has a Master of Science in Business and Economics from Bodø Graduate School of Business and an MBA from the Norwegian School of Economics. Krane is also a State Authorised Public Accountant. Krane most recently served as the Corporate Controller of Aker ASA. He has previously worked with Norse Energy Corp. ASA and KPMG, both in Norway and in the US. Current other directorships and management positions... Directorships: - Management position(s): - Previous directorships and management positions held Directorships: When employed in Aker ASA (2010-2012), Mr. during the last five years... Krane held several directorships in wholly owned subsidiaries of the Aker ASA group (most of them smaller companies) including Aker Capital AS, Aker Seafoods Holding AS and Resource Group International Inc. Odd Ragnar Heum, Senior VP Asset Johan Sverdrup Management position(s): - Mr Heum holds a M.Sc. Degree in Petroleum Geosciences from the Norwegian University of Science and Technology in Trondheim. Heum has more than 30 years of experience from the Norwegian (and international) oil business, primarily within exploration and business development. Before joining the Company, Mr. Heum was employed in Statoilhydro. Current other directorships and management positions... Directorships: - Management position(s): - Previous directorships and management positions held Directorships: - during the last five years... Management position(s): - Anita Utseth, Chief of Staff Ms Utseth holds a M.Sc. degree in Mechanical Engineering from the Norwegian University of Science and Technology (NTNU), and an MA in Energy Economics and Environmental Management (1998) from Scuola Superiore di Enrico Mattei. Previous work experience includes State Secretary in the Ministry of Petroleum and Energy, several positions with Pertra, The Directorate for Nature Management, and the Norwegian Petroleum Directorate (NPD). Ms Utseth currently holds several board positions (Hjortefot AS, Filminvest Midt-Norge AS, St Olavs Hospital Hf, Trondheim Renholdsverk AS, Retura Trondheim Renholdsverk AS, Sandvika Fjellstue AS and Ila Frivilligsentral AS). Ulseth held the position as a director in the Company s Board of Directors from 2008 to 2013. 129

Current other directorships and management positions... Directorships: Midtnorsk Filminvest AS (Chairman) Midtnorsk Filmsenter AS (Chairman); Trondheim Renholdsverk AS (Director); Retura AS (Director); Sandvika Fjellstue AS (Director); Hjortefot AS (Chairman and owner), Sør-Trøndelag Senterparti (Director); Næringsforeningen i Trondheimsregionen (Director). Management position(s): - Previous directorships and management positions held Directorships: St Olavs Hospital HF (Director). during the last five years... Management position(s): - Bård Atle Hovd, Senior VP Projects Mr Bård Atle Hovd joined the Company in August 2011. Mr Hovd is a graduate engineer from NTNU (NTH) and holds an MBA from NHH. He has 24 years of experience in operations, project development and project implementation from ConocoPhillips, where he was employed from 1987 to 2011. Before Mr. Hovd came to the Company, he was in charge of the project development and the PDO for the Eldfisk II re-development in ConocoPhillips. Current other directorships and management positions... Directorships: - Management position(s): - Previous directorships and management positions held Directorships: - during the last five years... Management position(s): Manager Eldfisk II Development ConocoPhillips Norway 2008-2011. Gro G. Haatvedt, Senior VP Exploration Ms Gro G. Haatvedt was appointed senior vice president for exploration in June 2014. She graduated as geophysicist from the University of Oslo in 1984 and started her career in Hydro in 1984 and continued in Statoil after the two companies merged. She has held many professional and management positions in Statoil, among them on Oseberg and as Sr. VP Exploration for the North Sea. She has also been responsible for business development in Iran and country manager in Libya. Ms Haatvedt has most recently served as senior vice president for exploration on the NCS in Statoil. During this period, she has made several significant discoveries, including Johan Sverdrup which is one of the biggest oil discoveries in Norwegian history. Ms Haatvedt currently holds a position as member of the board of directors in the Department of Geosciences at the Faculty of Mathematics and Natural Sciences, University of Oslo. Current other directorships and management positions... Directorships: Mindup AS (Chairman); Minox Technology AS (Chairman); S3 ID AS (Chairman); Hagrola Consulting AS (Chairman); BP Fuels and Lubricants AS (Chairman); Flux Group AS (Chairman); Asco Norge (Chairman); Agility Group AS (Chairman); Ulstein Group AS (Director); Ulstein Shipping AS (Director); Falck Nutec (Director); Montagu Executive Search (Director); Stavanger Symfoniorkester Stiftelse (Director). Management position(s): Hagrola Consulting (Managing Director). Previous directorships and management positions held Directorships: Exprosoft (Director); Asco Arctic Base during the last five years... (Chairman); Asco Freight Management Norge AS (Chairman); Flux Holding AS (Chairman); MRC Global Norway AS (Chairman); International School of Stavanger (Director); Screencancer AS (Director); Plasmacute AS (Director); Novel Diagnostics (Chairman); I-Sea AS (Director); Tristein AS (Chairman); Align Invest AS 130

(Director); Agility Group AS (Director); Stream Invest AS (Director); Industri Energi Holding AS (Chairman); Torp LNG AS (Director); Bilfinger Industrier Norge AS (Chairman); MRC Global Norway AS (Director); Risavika Havne-service AS (Chairman); Asco Sørbase AS (Chairman); Sandenessjøen Havneservice AS (Chairman); BP Norge AS (Chairman); Asco Norge AS (Director); Screencancer AS (Chairman); Dovre Group AS (Director); Advanced Control ID AS (Chairman); BP Fuels and Lubricants AS (Director); BP Norge AS (Director). 15.3 Remuneration and Benefits Management position(s): BP Norge AS (Managing Director). The compensation for the members of the Board of Directors for their service as directors is determined on an annual basis by the Shareholders of the Company at the annual general meetings of shareholders. Remuneration and Benefits The table below sets out a summary of the remuneration paid to the members of the Board of Directors for the year ended 31 December 2013. NOK Year Ended 31 December 2013 Sverre Skogen... 387,000 Anne Marie Cannon... 333,000 Tom Røtjer... 351,000 Kjell Inge Røkke... 279,000 Kitty Hall... 205,000 Jørgen C. Arentz Rostrup... 293,000 Gro G. Kielland... Gudmund Evju... Kristin Gjertsen... 48,000 Inge Sundet... 160,000 Terje Solheim... Tormod Førland... Camilla Oftebro... The Board of Directors has established a guideline for salaries and other remuneration to the CEO and other senior executives valid until the annual general meeting in 2015. The guideline was endorsed by the annual general meeting in April 2014. The members of the Senior Management receive a basic salary, adjusted annually. The Company's Senior Management participates in the general arrangements applicable to all the Company's employees, including the bonus program, the share saving program, defined benefit pension plans and other payments in kind such as free newspaper, free internet connection at home and subsidised fitness centre fees. In special cases, the Company may offer other benefits in order to recruit personnel, including compensation for bonus rights earned in previous employment. The Company does not offer share option schemes to employees. Adjustment of the CEO's base salary is decided by the Board of Directors. Adjustment of the base salaries for other senior executives is decided by the CEO within the wage settlement framework adopted by the board. 131

The table below sets out a summary of the remuneration paid to the members of the Senior Management of the Company for the year ended 31 December 2013. Thousand Year Ended 31 December 2013 Salary Shareinvestment Bonus 4 Other benefit Accrued pension costs Other Total remuneration Number of Shares Ownership Interest (%) Erik Haugane (1)... 3,242 1,345 79 942 347 5,955 360 0.26% Karl Johnny Hersvik (2)... Øyvind Bratsberg... 3,369 1,311 21 234 4,934 44 0.03% Alexander Krane... 2,083 235 30 229 2,576 2 0.00% Bjørn Martinsen (3)... 1,741 565 25 239 232 2,801 15 0.01% Odd Ragnar Heum... 2,070 577 27 219 2,893 59 0.04% Anita Ulseth... 1,840 477 18 297 2,631 46 0.03% Bård Atle Hovd... 2,754 782 28 257 3,821 7 0.01% Gro G. Haatvedt... Total... 17,099 5,293 227 1,716 578 25,612 534 0.38% 1) 2) 3) 4) Former CEO. Resigned 31 July 2013. As compensation the Company pays 70% of wages from the age of 60 to 67. The liability is calculated using the same actuarial assumptions as the Company s other pension obligations. At the time he resigned he owned 565 032 shares in the Company. Current CEO. No salary was paid for 2013 as he was employed in 2014. Resigned 15 October 2013. Origins from share savings investment scheme earned in 2013, disbursed in 2013. The annual remuneration to the chairman and the members of the Corporate Assembly is NOK 82,000 and NOK 62,000 respectively. The chairman of the Nomination Committee receives an annual remuneration of NOK 33,000 while the annual remuneration to the other members amounts to NOK 16,500. In addition, the members of the Nomination Committee receive a fee of NOK 3 000 per attended meeting. Bonus Program The Company has established bonus programs for both senior executives and other employees with bonus up to 20% of the paid base salary for each employee. The Board of Directors makes the decision on the bonus payments, based on the previous year s performance. For 2013, the bonus was set to 15% of the relevant employee s base salary. The bonuses were disbursed in February 2014. Share Saving Program The Company has established a share saving program that applies to both senior executives and other employees, pursuant to which each employee is granted 20% of the respective employee s basic salary from the previous year. The employees receive an annual payment of 10% of the previous year s gross salary. The employee is obligated to buy shares in the Company for the net amount received (50% of the amount is deducted for tax purposes). A one year lock-up period applies to the shares. If the employee wishes to save in other securities, it will receive a cash payment equivalent to 50% of the amount set out above. Pension The Company has a defined benefit plan which covers 224 persons. The net liability as of 31 December 2013 amounted to NOK 66.5 million. 132

Shares and Options held by Members of the Board of Directors, Corporate Assembly and Senior Management The table below sets forth the number of Shares beneficially owned by each of the Company s members of the Board of Directors, Corporate Assembly and Senior Management as of the day of this Prospectus. None of the members of these corporate bodies hold any options. Loans and Guarantees Position Shares Board of Directors Sverre Skogen... Chairman Anne Marie Cannon... Deputy Chair 3,000 Tom Røtjer... Director Kjell Inge Røkke (1)... Director Kitty Hall... Director Jørgen C. Arentz Rostrup (2)... Director 3,000 Gro G. Kielland... Director Gudmund Evju... Director 68,395 Kristin Gjertsen... Director 6,177 Inge Sundet... Director 10,365 Terje Solheim... Deputy Director 832 Tormod Førland... Deputy Director 24,965 Camilla Oftebro... Deputy Director 4,232 Corporate Assembly Øyvind Eriksen... Chairman Anne Grete Eidsvig... Member Odd Reitan... Member Finn Berg Jacobsen... Member Leif O. Høegh... Member Olav Revhaug... Member Jens Johan Hjort... Member Nils Bastiansen... Member Ifor Roberts... Member 7,887 Hugo Breivik... Member 41,324 Kjell Martin Edin... Member 1,870 Hanne Gilje... Member 21,273 Senior Management Karl Johnny Hersvik... CEO Øyvind Bratsberg... COO 49,105 Alexander Krane... CFO 4,812 Odd Ragnar Heum... Senior VP Asset Johan Sverdrup 61,541 Anita Utseth... Chief of Staff 47,545 Bård Atle Hovd... Senior VP Projects 11,318 Gro G. Haatvedt... Senior VP Exploration (1) The Company s largest shareholder, Aker Capital AS, is controlled by Aker ASA which in turn is controlled by Kjell Inge Røkke and his family through TRG Holding AS and The Resource Group AS. (2) Through Roccasio AS (wholly owned) In order to recruit new employees to the Company and match corresponding schemes offered by competing companies, a borrowing facility has been established for the Company's employees, whereby all permanent employees can borrow up to 30% of their gross annual salary (including the share saving program, but excluding any cash bonus) at an interest rate corresponding to the taxable norm interest rate. The lender is a selected bank, and the Company guarantees for the employees' loans. The Company covers the difference between the market interest rate and the prescribed interest rate for tax purposes at any time. The lender is a savings bank. Guarantees furnished by the company for employees totalled NOK 32.9 million at 31 December 2013. The corresponding amount for 2012 was NOK 19 million. As security for such loans, the Company signs additional contracts with the employees, entitling it to make deductions for defaulting payment from holiday pay and pay during notice periods. The bank manages the facility, collects interest payments/instalments and follows up any default. The Company pays a small annual fee for this work. The Company has not provided any other guarantees, or granted any loans or made any other similar commitments to any member of the Board of Directors, Corporate Assembly or the Senior Management. 133

15.4 Disclosure of Conflicts of Interests To the Company's knowledge, there are currently no actual or potential conflicts of interest between the Company and members of the Board of Directors or Senior Management, including any family relationships between such persons as of the date of this Prospectus. The largest shareholder of the Company, Aker Capital AS, is controlled by Aker ASA (100%) which in turn is controlled by Kjell Inge Røkke and his family through TRG Holding AS and The Resource Group AS. 15.5 Disclosure About Convictions in Relation to Fraudulent Offences Kristin Gjertsen, Director, was a member of the Board of Directors in Viking Drilling ASA when it applied for Chapter 11 Plan of Liquidation under the U.S. Bankruptcy Code with the U.S Bankruptcy Court in Houston, Texas in November 2009, after being more than 20 months under Chapter 11 Bankruptcy Protection. The case is now closed. Apart from this, during the last five years preceding the date of this Prospectus, no member of the Board of Directors, Corporate Assembly or the Senior 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. 15.6 Nomination Committee The Company's Articles of Association provide for a nomination committee composed of minimum three members who are elected by the General Meeting. The nomination committee is responsible for nominating the members of the Board of Directors, the Corporate Assembly and the nomination committee. The nomination committee of the Company comprises of the following members: Kjetil Kristiansen (Chairman), Finn Haugan and Hilde Myrberg. The term for Kjetil Kristiansen expire at the annual general meeting of the Company in 2015, while the term for Finn Haugan and Hilde Myrberg expire at the annual general meeting of the Company in 2016. 15.7 Audit Committee The Company has an audit committee, the members of which as of the date of this Prospectus are Anne Marie Cannon, Jørgen C. Arentz Rostrup and Gro Kielland, all members of the Board of Directors. The primary purposes of the audit committee are to: assist the Board of Directors in discharging its duties relating to the safeguarding of assets; the operation of adequate system and internal controls; control processes and the preparation of accurate financial reporting and statements in compliance with all applicable legal requirements, corporate governance and accounting standards; and provide support to the board of directors on the risk profile and risk management of the Company. The audit committee reports and makes recommendations to the Board of Directors, but the Board of Directors retains responsibility for implementing such recommendations. Both Anne Marie Cannon and Jørgen C. Arentz Rostrup have relevant qualifications within accounting/auditing. 15.8 Corporate Governance The Norwegian Code of Practice for Corporate Governance In accordance with the Norwegian Accounting Act section 3-3b, the Company includes a description of principles for corporate governance as part of the Board of Directors report in the annual financial statement (or alternatively, makes reference to where this information can be found). The Norwegian Corporate Governance Board ( NCGB ) has issued the Norwegian Code of Practice for Corporate Governance (the Code ). The code can be found on www.ncgb.no. Adherence to the Code is based on a comply or explain principle, which means that a company must comply with all the recommendations of the Code or explain why it has chosen an alternative approach to specific recommendations. 134

Oslo Stock Exchange requires listed companies to publish an annual statement of their policy on corporate governance in accordance with the Code in force at the time. Continuing obligations for companies listed at Oslo Stock Exchange is available at www.oslobors.no. The Company complies with the rules and regulations described in this Section 15.8 Corporate Governance. The Company complies with the current edition of the Code issued on 21 December 2012. Code of Ethics The Company has adopted a Code of Ethics to ensure that employees, hired personnel, consultants and others acting on behalf of the Company, do so in a consistent manner with respect to ethics and good business practice. The Code of Ethics clarifies the Company s fundamental ethical values and is a guideline for those making decisions on behalf of the Company. The Company will comply with laws, regulations and conventions in the areas in which it operates, however, the established Code of Ethics extends beyond compliance. 15.9 Employees The table below set out the number of employees of the Company, and certain other employee data, as of or for the periods indicated. Four Months Ended 31 April 2014 Year Ended 31 December 2013 2012 2011 Employees, at period end... 253 230 214 173 Number of employees in Norway... 236 216 212 171 Number of employees in other regions... 17 14 2 2 135

16. RELATED PARTY TRANSACTIONS This Section provides information certain transactions which the Company is, or has been, subject to with its related parties during the three years ended 31 December 2013, 2012 and 2011 and up to the date of this Prospectus. For the purposes of the following disclosures of related party transactions, "related parties" are those that are considered as related parties of the Company pursuant to IAS 24 "Related Party Disclosures". 16.1 Related Party Transactions Owners with Controlling Interests By the end of 2013, Aker ASA (through Aker Capital AS) was the largest Shareholder in the Company with a total owning interest of approximately 49.99%. An overview of the 20 largest Shareholders is provided in section 14 Major Shareholders. The whole Aker group is deemed to be a related party due to the indirect ownership of Aker ASA. Transactions with Related Parties 2013 In connection with the Company s development projects on Jette and Ivar Aasen, agreements have been entered into with Aker Solutions and its subsidiaries, which are associate companies to Aker ASA. The Company s related party transactions for 2013 are included in the table below. 2012 Transocean Drilling (formerly Aker Drilling) is a party to the contract for Transocean Barents (formerly Aker Barents). In connection with the Company s development projects on Jette and Ivar Aasen, agreements have been entered into with Aker Solutions and its subsidiaries, which are associate companies to Aker ASA. The Company's share of transactions in 2012 is included in the table below. 2011 Transocean Drilling is counterpart in the lease agreement for Transocean Barents. In 2011, Transocean Drilling was a subsidiary of Aker ASA during the period from 1 January to 24 February, and an associated company from 24 February until 30 September 2011. The company was sold to Transocean with effect from 30 September 2011. The table below shows transactions during the ownership period from 1 January 2011 to 30 September 2011. In connection with the development projects on Jette and Draupne, agreements have been entered into with Aker Solutions and its subsidiaries, which are associate companies to Aker ASA. The Company's share of transactions in 2011 is included in the table below. All transactions with related parties are carried out on the basis of the "arm s length" principle. Year Ended Related Party Receivables(+) /liabilities (-) 2013 2012 2011 Aker Solutions Trade creditors (7,525) Related Party Receivables(+) /expenses (-) Aker ASA Software and board remuneration (1,444) (6,749) Aker Solutions Delivery to Ivar Aasen, Jette and Draupne development (55,041) (97,806) (18,200) Other Aker companies Hire of Transocean Barents (1,758) (328,762) 136

17. DIVIDEND AND DIVIDEND POLICY This Section provides information about the dividend policy and dividend history of the Company, as well as certain legal constraints on the distribution of dividends under the Norwegian Public Limited Liability Companies Act (Nw. allmennaksjeloven). For a discussion of certain financial covenants under the Company s borrowing arrangements which may restrict distribution of dividends, see Section 13.7 "Operating and Financial Review Liquidity and Capital Resources Borrowings". Any future dividends declared by the Company will be paid in NOK as this is the currency that currently is supported by the VPS. The following discussion contains Forward-looking Statements that reflect the Company's plans and estimates; see Section 4.1 "General Information Cautionary Note Regarding Forward-Looking Statements". 17.1 Dividend Policy The Company seeks to optimise the capital structure by balancing risk, return on equity against lenders security and liquidity requirements. The Company aims to have a good reputation in all debt and equity markets. The Company s capital structure is continuously evaluated and an optimal capital structure has been a key priority for the Company. Future developments will require substantial investments. In addition, the Company plans to carry out an active exploration programme during the next few years. Therefore, dividends to shareholders will not be given priority in the short term. In the current period, the Company s priority is rather to create value for shareholders by identifying the license portfolio s underlying values, and by maturing existing discoveries and development projects towards production. There can be no assurances that in any given period will be proposed or declared, or if proposed or declared, that the dividend will be as contemplated by the above. In deciding whether to propose a dividend and in determining the dividend amount, the Company's Board of Directors will take into account legal restrictions, as set out in Section 17.3 Legal Constraints on the Distribution of Dividends", the Company's capital requirements, including capital expenditure requirements, its financial condition, general business conditions and any restrictions that its borrowing arrangements or other contractual arrangements in place at the time of the dividend may place on its ability to pay dividends and the maintaining of appropriate financial flexibility. Holders of Shares will be entitled to dividends resolved by the shareholders at General Meetings held after consummation of the Rights Issue. 17.2 Dividend History The Company has not distributed any dividend since its incorporation in 2006. 17.3 Legal Constraints on the Distribution of Dividends Dividends may be paid in cash or, in some instances, in kind. The Norwegian Public Limited Liability Companies Act provides several constraints on the distribution of dividends: Unless the Company follows the procedures stipulated in Sections 12-4 and 12-6 of the Norwegian Public Limited Liability Companies Act in respect of reduction of share capital, dividends are payable only out of distributable equity of the Company. Section 8-1 of the Norwegian Public Limited Liability Companies Act provides that a company may only distribute dividends to the extent that the company following the distribution still has net assets which provide coverage for the company's share capital and other non-distributable reserves. Certain items shall be deducted from the distributable equity, being the total nominal value of treasury shares which the Company has acquired for ownership or pledge prior to the balance sheet date, and credit and security that, pursuant to Sections 8-7 to 8-9 of the Norwegian Public Limited Liability Companies Act, prior to the balance sheet date fall within the limits of distributable equity, provided that such credit and security have not been repaid or cancelled prior to the resolution date, or a credit to a shareholder to the extent such credit is cancelled by offset in the dividends. In the event the Company after the balance sheet date has carried out any disposals that pursuant to the Norwegian Public Limited Liability Companies Act shall fall within the distributable equity, such disposals shall be deducted from the distributable equity. The Company cannot distribute dividends which would result in the Company not having an equity which is adequate in terms of the risk and scope of the Company's business. The calculation of dividends shall be on the basis of the balance sheet in the Company's last approved annual financial statements, but the Company's registered share capital at the time of the resolution shall still apply. It is also possible to distribute extraordinary dividends on the basis of an interim balance sheet which is prepared and audited in accordance with the rules for annual financial statements and approved by the General Meeting 137

of the Company. The interim balance sheet date cannot be dated more than six months prior to the resolution by the General Meeting of payment of such extraordinary dividend. The amount of distributable dividends is calculated on the basis of the Company's separate financial statements and not on the basis of the consolidated financial statements of the Company and its consolidated subsidiaries. Distribution of dividends is resolved by a majority vote at the general meeting of the shareholders of the Company and on the basis of a proposal from the Board of Directors. The general meeting cannot distribute a larger amount than what is proposed or accepted by the Board of Directors. The Norwegian Public Limited Liability Companies Act does not provide for any time limit after which entitlement to dividends lapses. Subject to various exceptions, Norwegian law provides a limitation period of three years from the date on which an obligation is due. There are no dividend restrictions or specific procedures for non-norwegian resident shareholders to claim dividends. For a description of withholding tax on dividends applicable to non-norwegian residents, see Section 22.2 Norwegian Taxation Foreign Shareholders. 138

18. CORPORATE INFORMATION; SHARES AND SHARE CAPITAL The following is a summary of certain corporate information and other information relating to the Company, the Shares and share capital of Company, summaries of certain provisions of the Company's Articles of Association and applicable Norwegian law in effect as of the date of this Prospectus, including the Norwegian Public Limited Liability Companies Act (Nw. allmennaksjeloven). This summary does not purport to be complete and is qualified in its entirety by Company s Articles of Association and applicable Norwegian law. 18.1 Incorporation; Registration Number; Registered Office and Other Company Information The Company is a Norwegian public limited liability company (Nw. allmennaksjeselskap or ASA), incorporated under the laws of Norway and in accordance with the Norwegian Public Limited Liability Companies Act. The Company's business registration number is 989 795 848. The Company was incorporated on 2 May 2006. The head office and registered address of the Company is Munkegata 26, 7011 Trondheim, Norway, its telephone number is +47 90 70 60 00, and its website is www.detnor.no. 18.2 Legal Structure The chart below shows the current legal structure of the Company: Sandvika Fjellstue AS Following the Transaction and completion of the subsequent steps to transfer the assets of Marathon Norway into the Company s business, the legal structure will be the same as set out above. For more information, see Section 7.2 The Transaction Transaction Structure. 18.3 Information on Holdings The following table sets out information about the entities in which the Company, as of the date of this Prospectus, holds (directly or indirectly) more than 10% of the outstanding capital and votes (dormant companies are not included). Name Country of Incorporation Registered Office Holding Sandvika Fjellstue AS (1) Norway Verdal, Norway 100% (1) Sandvika Fjellstue AS is a private limited liability company. The company is further described in Section 6.8 Business Overview Sandvika Fjellstue AS. As of the date of this Prospectus, the Company is of the opinion that its holding in Sandvika Fjellstue AS is unlikely to have any significant effect on the assessment of its own assets and liabilities, financial condition or profits and losses. 18.4 Share Capital and Share Capital History As of the date of this Prospectus, the Company's share capital is NOK 140,707,363 divided into 140,707,363 Shares, fully paid and each Share having a par value of NOK 1. The table below shows the development in the share capital of the Company from its inception and up to the date of this Prospectus. 139

The table below shows the development in the Company s share capital for the period from inception to the date hereof: Date Capital Increase (NOK) Share Capital After Change (NOK) Par Value of Shares (NOK) Subscription Price New Shares Total Number of Outstanding Inception... 20.05.2006 1,000,000 1,000,000 100 10,000 10,000 Share Capital Increase (contribution-inkind)... 18.12.2006 4,000,000 5,500,000 1 76.00 4,000,000 5,000,000 Share capital increase... 18.12.2006 15,000,000 20,000,000 1 61.00 15,000,000 20,000,000 Share capital increase... 22.12.2009 91,111,111 111,111,111 1 39.35416 91,111,111 111,111,111 Share capital increase... 07.09.2011 11,111,111 122,222,222 1 44.00 11,111,111 122,222,222 Share capital increase... 16.12.2011 5,693,564 127,915,786 1 79.3 5,693,564 127,915,786 Share capital increase... 11.12.2012 12,791,577 140,707,363 1 80.50 12,791,577 140,707,363 Shares Assuming that all of the Offer Shares are sold and issued, the Company's share capital upon consummation of the Rights Issue will amount to NOK 202,618,602 divided into 202,618,602 Shares, each Share having a par value of NOK 1.00. 18.5 Authorisation to Increase the Share Capital and to Issue Shares and Other Instruments At the Annual General Meeting of the Company held 7 April 2014, the Board of Directors was granted authorisation to increase the share capital of the Company in accordance with the Norwegian Public Limited Companies Act section 10-14 by a total of up to NOK 14,070,730. The authorisation can be utilised for share capital increases in order to strengthen the Company s equity, convert debt into equity and fund business opportunities. The authorisation is valid until the Annual General Meeting in 2015 (but no later than 30 June 2015). The shareholders pre-emptive rights pursuant to the Norwegian Public Limited Companies Act section 10-14 may be set aside. The authorisation encompasses increase of share capital with contribution in kind or the right to incur the Company special obligations in accordance with the Norwegian Public Limited Companies Act section 10-2 and decision on merger pursuant to section 13-5. The authorisation may also be used in take-over situations, ref. the Norwegian Securities Trading Act section 6-1. 140

18.6 Other Financial Instruments The Company does not have any warrants, options or other instruments convertible into Shares in issue as of the date hereof. 18.7 Share Classes; Rights Conferred by the Shares Norwegian law permits a Norwegian public limited liability company to issue different types of shares (e.g. several classes of shares). In such case the resolution by the shareholders at a general meeting must specify the different rights, preferences and privileges of each class of shares and the total par value of each class of shares and the total value of all classes of shares combined. The Company has one class of Shares in issue, and in accordance with the Norwegian Public Limited Liability Companies Act all Shares in that class provide equal rights in the Company. The holders of the Shares have no pre-emptive rights in connection with transfer of Shares. The Offer Shares to be issued in the Rights Issue will give rights in the Company as of registration of the capital increase pertaining to the Rights Issue with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). The rights attaching to the Shares are described in Section 18.9 "Corporate Information; Shares and Share Capital Certain Aspects of Norwegian Corporate Law ". 18.8 The Articles of Association The Company's Articles of Association as of the date of this Prospectus are set out in Appendix B Articles of Association of this Prospectus. Below is a summary of certain provisions of the Articles of Association of the Company. Objective The Company s objective is to carry out exploration for, and production of, petroleum and activities related thereto, and, by subscribing for shares or by other means, to participate in corresponding businesses or other business, alone or in cooperation with other enterprises and interests. Board of Directors The Company s Board of Directors shall consist of a minimum of five and a maximum of ten members elected for a period of up two years. 141

No Restrictions on Transfer of Shares The Articles of Association do not provide for any restrictions, or a right of first refusal, on transfer of Shares. Share transfers are not subject to approval by the Board of Directors. General Meetings Documents which deal with matters that are to be considered by the shareholders at General Meetings are not required to be sent to the shareholders, provided that such documents have been made available on the Company s website. A shareholder may in any case request such documents to be sent to him. Nomination Committee The Company shall, pursuant to article 8 of the Articles of Association, have a nomination committee consisting of three members to be elected by the General Meeting of the Company. The nomination committee shall prepare the election of members of the Board of Directors. 18.9 Certain Aspects of Norwegian Corporate Law General Meetings In accordance with Norwegian law, the Annual General Meeting of the Company's shareholders is required to be held each year on or prior to June 30. Norwegian law requires that written notice of General Meetings setting forth the time, date and agenda of the meeting be sent to all shareholders whose addresses are known at least three weeks prior to the date of the meeting. A shareholder may vote at the General Meeting either in person or by proxy. Although Norwegian law does not require the Company to send proxy forms to its shareholders for General Meetings, the Company plans to include a proxy form with notices of General Meetings. All of the Company's shareholders who are registered in the register of shareholders maintained with the VPS as of the date of the General Meeting, or who have otherwise reported and documented ownership to Shares, are entitled to participate at General Meetings, without any requirement of preregistration. Apart from the Annual General Meeting, Extraordinary General Meetings of shareholders may be held if the Board of Directors considers it necessary. An Extraordinary General Meeting of shareholders must also be convened for the consideration of specific matters at the written request of the Company's auditor or of shareholders representing a total of at least 5% of the Company's share capital. The requirements for notice and admission to the Annual General Meeting of the Company's shareholders also apply for Extraordinary General Meetings of shareholders. Voting Rights; Amendments to the Articles of Association Each of the Company's Shares carry one vote. In general, decisions that shareholders are entitled to make under Norwegian law or the Company's Articles of Association may be made by a simple majority of the votes cast. In the case of elections, the persons who obtain the greatest number of votes cast are elected. However, as required under Norwegian law, certain decisions, including resolutions to derogate from the shareholders preferential rights to subscribe in connection with any share issue in the Company, to approve a merger or demerger of the Company, to amend the Articles of Association, to authorise an increase or reduction in the share capital, to authorise an issuance of convertible loans or warrants by the Company or to authorise the board of directors to purchase the Shares and hold them as treasury shares or to dissolve the Company, must receive the approval of at least two-thirds of the aggregate number of votes cast as well as at least two-thirds of the share capital represented at a general meeting. Norwegian law further requires that certain decisions, which have the effect of substantially altering the rights and preferences of any shares or class of shares, receive the approval by the holders of such shares or class of shares as well as the majority required for amending the Articles of Association. Decisions that (i) would reduce the rights of some or all of the Company s shareholders in respect of dividend payments or other rights to assets or (ii) restrict the transferability of the Shares, require that at least 90% of the share capital represented at the general meeting of the Company s shareholders in question vote in favour of the resolution, as well as the majority required for amending the Articles of Association. Certain types of changes in the rights of shareholders require the consent of all shareholders affected thereby as well as the majority required for amending the Articles of Association. In general, only shareholders registered in the VPS are entitled to vote on Shares. Neither beneficial owners of Shares that are registered in the name of a nominee are generally not entitled to vote on Shares under Norwegian law, nor are persons who are designated in the VPS register as the holder of such Shares as nominees. There are no quorum requirements that apply to the general meetings of the shareholders of the Company. 142

Additional Issuances and Preferential Rights If the Company issues any new Shares, including bonus share issues, the Company's Articles of Association must be amended, which requires the same vote as other amendments to its Articles of Association. In addition, under Norwegian law, the Company's shareholders have a preferential right to subscribe for new Shares issued by the Company. Preferential rights may be derogated from by resolution in a General Meeting of the Company's shareholders passed by the same vote required to approve amending the Articles of Association. A derogation of the shareholders' preferential rights in respect of bonus issues requires the approval of all outstanding Shares. At a General Meeting the Company's shareholders may, by the same vote as is required for amending the Articles of Association, authorize the Board of Directors to issue new Shares, and to derogate from the preferential rights of shareholders in connection with such issuances. Such authorisation may be effective for a maximum of two years, and the par value of the Shares to be issued may not exceed 50% of the registered nominal share capital when the authorisation is registered with the Norwegian Register of Business Enterprises. Under Norwegian law, the Company may increase its share capital by a bonus share issue, subject to approval by the Company's shareholders, by transfer from the Company's distributable equity or from the Company's share premium reserve, and thus the share capital increase does not require any payment of a subscription price by the shareholders. Any bonus issues may be affected either by issuing new shares to the Company's existing shareholders or by increasing the par value of the Company's outstanding Shares. Issuance of new Shares to shareholders who are citizens or residents of the United States upon the exercise of preferential rights may require the Company to file a registration statement in the United States under United States securities laws. Should the Company in such a situation decide not to file a registration statement, the Company's US shareholders may not be able to exercise their preferential rights. If a US shareholder is ineligible to participate in a rights offering, such shareholder would not receive the rights at all and the rights would be sold on the shareholder's behalf by the Company if deemed appropriate by the Company. Minority Rights Norwegian law sets forth a number of protections for minority shareholders of the Company, including but not limited to those described in this paragraph and the description of General Meetings as set out above. Any of the Company's shareholders may petition Norwegian courts to have a decision of the Board of Directors or the Company's shareholders made at the 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. The Company's shareholders may require the courts to dissolve the Company as a result of such decisions. Minority shareholders holding 5% or more of the Company's share capital have a right to demand in writing that the Company's Board of Directors convene an Extraordinary General Meeting of the Company's shareholders to discuss or resolve specific matters. In addition, any of the Company's shareholders may in writing demand that the Company place an item on the agenda for any General Meeting as long as the Company is notified in time for such item to be included in the notice of the meeting. If the notice has been issued when such a written demand is presented, a renewed notice must be issued if at least two weeks remain before the General Meeting is to be held. Rights of Redemption and Repurchase of Shares The share capital of the Company may be reduced by reducing the par value of the Shares or by cancelling Shares. Such a decision requires the approval of at least two-thirds of the aggregate number of votes cast and at least two-thirds of the share capital represented at a General Meeting of the Company's shareholders. Redemption of individual Shares requires the consent of the holders of the Shares to be redeemed. The Company may purchase its own Shares provided that the Board of Directors has been granted an authorisation to do so by a General Meeting of the Company's shareholders with the approval of at least two-thirds of the aggregate number of votes cast and at least two-thirds of the share capital represented at the meeting. The aggregate par value of treasury shares so acquired, and held by the Company must 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 shares. The authorisation by the General Meeting of the Company's shareholders cannot be granted for a period exceeding 24 months. Shareholder Vote on Certain Reorganisations A decision of the Company's shareholders to merge with another company or to demerge requires a resolution by the General Meeting of the shareholders passed by at least two-thirds of the aggregate votes cast and at least two-thirds of the share capital represented at the General Meeting. A merger plan, or demerger plan signed by the Board of Directors 143

along with certain other required documentation, would have to be sent to all the Company's shareholders at least one month prior to the General Meeting of the Company's shareholders to pass upon the matter. Liability of Directors Members of the Board of Directors owe a fiduciary duty to the Company and its shareholders. Such fiduciary duty requires that the directors act in the best interests of the Company 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 may each be held liable for any damage they negligently or wilfully cause the Company. Norwegian law permits the General Meeting of the Company's shareholders to discharge any such person from liability, but such discharge is not binding on the Company if substantially correct and complete information was not provided at the General Meeting of the Company's shareholders passing upon the matter. If a resolution to discharge the Company's directors from liability or not to pursue claims against such a person has been passed by a General Meeting of the Company's shareholders with a smaller majority than 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, more than 10% of the shareholders may pursue the claim on the Company's behalf and in its name. The cost of any such action is not the Company's responsibility but can be recovered from any proceeds the Company receives as a result of the action. If the decision to discharge any of the Company's directors from liability or not to pursue claims against the Company's directors is made by such a majority as is necessary to amend the Articles of Association, the minority shareholders of the Company cannot pursue such claim in the Company's name. Indemnification of Directors Neither Norwegian law nor the Articles of Association contain any provision concerning indemnification by the Company of the members of the Board of Directors. The Company is permitted to purchase, and has purchased, insurance to cover the Company's directors against certain liabilities they may incur in their capacity as such. Distribution of Assets on Liquidation Under Norwegian law, the Company may be wound-up by a resolution of the Company's shareholders at the General Meeting passed by at least two-thirds of the aggregate votes cast and at least two-thirds of the share capital represented at the meeting. In the event of liquidation, the Shares rank equally in the event of a return on capital by the Company, if any. 144

19. SECURITIES TRADING IN NORWAY The following is a summary of certain information in respect of trading and settlement of shares on the Oslo Stock Exchange, securities registration in Norway and certain provisions of applicable Norwegian securities law, including the Norwegian Securities Trading Act, in effect as of the date of this Prospectus. This summary does not purport to be complete and is qualified in its entirety by Norwegian law. 19.1 Trading and Settlement The Oslo Stock Exchange comprise two separate trading markets for trading in equities, Oslo Børs, a stock exchange operated by Oslo Børs ASA, and Oslo Axess, a regulated market operated by Oslo Børs ASA. Trading of equities on the Oslo Stock Exchange is carried out in the electronic trading system Millennium Exchange. 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 9:00 a.m. CET and 4:30 p.m. CET each trading day, with pre-trade period between 08:15 a.m. CET and 9:00 a.m. CET, a closing auction from 4:20 p.m. CET to 4:25 p.m. CET, and a post-trade period from 4:25 p.m. CET to 5:30 p.m. CET. The settlement period for trading on the Oslo Stock Exchange is three trading days (T+3). Pursuant to the new settlement requirements in the EU, including Regulation on improving securities settlement in the EU and on central securities depositories (CSDs) and amending Directive 98/26/EC (CSDR), the VPS has decided to introduce a settlement period of two trading days (T+2) from 6 October 2014. This means that securities will be settled on the investor s account in the VPS two trading days after the transaction, and that the seller will receive payment after two trading days. Investment services in Norway may only be provided by Norwegian investment firms holding a license under the Norwegian Securities Trading Act, branches of investment firms from a member state of the EEA or investment firms from outside the EEA that have been licensed to operate in Norway. Investment firms in an EEA member state may also provide cross-border investment services into Norway. 19.2 Information, Control and Surveillance Under Norwegian law, the Oslo Stock Exchange is required to perform a number of surveillance and control functions. The Surveillance and Corporate Control unit of 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 Norwegian FSA 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. Under Norwegian law, a company that is listed on a Norwegian regulated market, or is subject to the application for listing on such market, must promptly release any inside information (that is, precise information about financial instruments, the issuer thereof or other matters that are likely to have a significant effect on the price of the relevant financial instruments or related financial instruments, and that 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. Oslo Stock Exchange may levy fines on companies violating these requirements. 19.3 The VPS and Transfer of Shares The Company's shareholder register is operated through the VPS. The VPS is the Norwegian paperless centralised securities register. It is a computerised bookkeeping system in which the ownership of, and all transactions relating to, Norwegian listed shares must be recorded. The VPS and the Oslo Stock Exchange are both wholly owned by Oslo Stock Exchange VPS Holding ASA. All transactions relating to securities registered with the VPS are made through computerised 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 (Norway's central bank), authorised securities brokers in Norway and Norwegian branches of credit institutions established within the EEA are allowed to act as account agents. 145

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. 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's 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 Norwegian FSA on an on-going basis, as well as any information that the Norwegian FSA 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. 19.4 Shareholder Register Under Norwegian law, shares are registered in the name of the beneficial owner of the shares. As a general rule, there are no arrangements for nominee registration, and Norwegian shareholders are not allowed to register their shares in VPS through a nominee. However, foreign shareholders may register their shares in the VPS in the name of a nominee (bank or other nominee) approved by the Norwegian FSA. 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 cannot vote in General Meetings on behalf of the beneficial owners. 19.5 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. 19.6 Disclosure Obligations If a person's, entity's or consolidated Company's proportion of the total issued shares and/or rights to shares in a company listed on a regulated market in Norway (with Norway as its home state, which will be the case for 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 that company, the person, entity or Company in question has an obligation under the Norwegian Securities Trading Act to notify the Oslo Stock Exchange and the issuer immediately. The same applies if the disclosure thresholds are passed due to other circumstances, such as a change in the company's share capital. 19.7 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, as defined in Section 3-2 of the Norwegian Securities Trading Act. 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. 19.8 Mandatory Offer Requirement The Norwegian Securities Trading Act requires any person, entity or consolidated group that becomes the owner of shares representing more than one-third of the voting rights of a Norwegian company listed on a Norwegian regulated market to, within four weeks, make an unconditional general offer for the purchase of the remaining shares in that company. A mandatory offer obligation may also be triggered where a party acquires the right to become the owner of shares that, together with the party's own shareholding, represent more than one-third of the voting rights in the company and the Oslo Stock Exchange decides that this is 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 is required to immediately notify the Oslo Stock Exchange and the company in question accordingly. The notification is required to state whether an offer will be made to acquire the remaining shares in the company or whether a sale will take place. As a 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, in its capacity as Take-over Authority of Norway, 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 to be paid 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 that the market 146

price was higher when the mandatory offer obligation was triggered, the 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 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 mandatory offer 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 the Company's shareholders, without the consent of a majority of the remaining shareholders. The shareholder may, however, exercise his/her/its rights to dividends and pre-emption rights in the event of a share capital increase. If the shareholder neglects his/her/its duty to make a mandatory offer, the Oslo Stock Exchange may impose a cumulative daily fine that accrues until the circumstance has been rectified. Any person, entity or consolidated group that owns shares representing more than one-third 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) if the person, entity or consolidated Company through acquisition becomes the owner of shares representing 40%, or more of the votes in the company. The same applies correspondingly if the person, entity or consolidated Company 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 person, entity or consolidated Company 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. Any person, entity or consolidated Company that has passed any of the above mentioned thresholds in such a way as not to trigger the mandatory bid obligation, and has therefore 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. 19.9 Compulsory Acquisition Pursuant to the Norwegian Public Limited Liability Companies Act and 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 liability 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 more than 90% of the total number of issued shares, as well as 90% or more of the total 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 the offer price would have been in a mandatory offer, and (iii) the settlement is guaranteed by a financial institution authorised to provide such guarantees in Norway. 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 more than 90% of the voting shares of a company and a corresponding proportion of the votes that can be cast at the General Meeting, and the offeror pursuant to Section 4-25 of the Public Limited Liability 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 for the mandatory/voluntary offer unless specific reasons indicate 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 in a compulsory acquisition, the minority shareholders would be deemed to have accepted the offered price after the expiry of the specified deadline for raising objections to the price offered in the compulsory acquisition. 147

19.10 Foreign Exchange Controls There are currently no foreign exchange control restrictions in Norway 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 Norwegian FSA have electronic access to the data in this register. 148

20. TERMS OF THE RIGHTS ISSUE This Section provides important information about the terms and conditions for the Rights Issue. Investing in the Offer Shares involves inherent risks. In making an investment decision, each investor must rely on his or her own examination and analysis of, and enquiry into, the Company and the terms of the Rights Issue, including the merits and risks involved. None of the Company or the Joint Bookrunners, nor any of their respective representatives or advisers, are making any representation to any offeree, subscriber or purchaser of the Offer Shares regarding the legality of an investment in the Offer Shares by such offeree, subscriber or purchaser under the laws applicable to such offeree or 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 or subscription of the Offer Shares. You should read this section in conjunction with the other parts of the Prospectus, in particular Section 2 "Risk Factors". 20.1 The Rights Issue The Rights Issue comprises 61,911,239 Offer Shares, each with a nominal value of NOK 1.00, offered by the Company at a Subscription Price of NOK 48.50 per Offer Share, thereby raising gross proceeds of NOK 3,002.7 million. Existing Shareholders will be granted tradable Subscription Rights providing a preferential right to subscribe for and be allocated Offer Shares in the Rights Issue. Oversubscription and subscription without Subscription Rights will be permitted; however, there can be no assurance that Offer Shares will be allocated for such subscriptions. The table below sets out certain indicative key dates for the Rights Issue, subject to change: Last day of trading in the Shares inclusive of Subscription Rights (Cut-off Date)... 9 July 2014 First day of trading in the Shares excluding Subscription Rights... 10 July 2014 Record Date for determining the Existing Shareholders... 14 July 2014 Subscription Period commences... 15 July 2014 at 09:00 hours (CET) Trading of Subscription Rights on the Oslo Stock Exchange commences... 15 July 2014 at 09:00 hours (CET) Trading of Subscription Rights on the Oslo Stock Exchange ends 24 July 2014 at 16:30 hours (CET) Subscription Period ends... 29 July 2014 at 16:30 hours (CET) Allocation of Offer Shares... On or about 30 July 2014 Distribution of allocation letters... On or about 30 July 2014 Payment Date... 4 August 2014 Registration of the capital increase and issuance of the Offer Shares... On or about 5 August 2014 Delivery of the Offer Shares... On or about 6 August 2014 Listing and commencement of trading of the Offer Shares on the Oslo Stock Exchange... On or about 6 August 2014 Date 20.2 Resolutions to Undertake and Implement the Rights Issue On 3 July 2014, an Extraordinary General Meeting of the Company passed the following resolution to increase its share capital through the Rights Issue: (a) The company s share capital is increased by an amount of minimum NOK 20,000,000 and maximum NOK 300,000,000. The new shares shall each have a par value of NOK 1. The gross proceeds shall be approximately NOK 3,000,000,000, being the NOK equivalent of approximately USD 500,000,000, and the exact amount of the increase is therefore to be determined when the Board of Directors determines the subscription price in accordance with item (b) below. (b) The Board of Directors shall determine the subscription price within a lower limit of NOK 10 and an upper limit of NOK 150 per share. (c) The Board of Director s determination of the subscription price and the exact amount of increase shall be communicated through a stock exchange announcement to be sent by 14:00 hrs. on a trading day on the Oslo Stock Exchange. (d) The company s shareholders as of the expiry of the trading day when the company makes the announcement as provided for in item (c) ( Cut-off Date ), as evidenced by the Company s share register in the Norwegian Central Securities Depository (VPS) following ordinary settlement (T+3) of trades carried out on the Cut-off Date, shall have a preferential right to subscribe for the shares in proportion to their shareholding in the company, cfr. the Public Limited Liability Companies Act Section 10-4 (1). 149

(e) The subscription period shall start the 4th trading day after the Cut-off Date, provided, however, that the subscription period shall not start until the Financial Supervisory Authority of Norway (Finanstilsynet) has approved the prospectus prepared in connection with the rights issue. The subscription period is two weeks. Subscription of shares shall take place on a designated subscription form within the expiry of the subscription period. Tradable subscription rights shall be issued and the subscription rights shall be registered in the Norwegian Central Securities Depository (VPS). The subscription rights are tradable from commencement of the subscription period and until 16:30 (Oslo time) three trading days prior to the end of the subscription period. Over-subscription and subscription without subscription rights are permitted. In respect any shareholder who is not entitled to subscribe for new shares as a result of the limitations imposed by the laws in the country where such shareholder is resident or citizen, the company (or an agent appointed by the Company) shall have the right (but no obligation) to sell such shareholder s subscription rights against the payment of net sales proceeds to such shareholders. (g) The shares shall be allocated by the Board of Directors. (h) Payment for the shares shall take place by way of cash payment within four trading days after expiry of the subscription period. When subscriptions for shares are made, each subscriber domiciled in Norway must by separate notice on the subscription form grant DNB Bank ASA a non-recurrent authority to debit a specific bank account in Norway for the subscription amount corresponding to the amount of shares allocated. The allocated amount will be debited from the subscriber s account on the payment date. For other subscribers, payment shall be made to a separate account in the company s name. (i) The new shares give shareholder's rights in the Company, including the right to dividends, from the time of registration of the share capital increase in the Norwegian Register of Business Enterprises. At the same time, section 4, first sentence, of the Articles of Association shall be amended to reflect the new share capital. (j) Shares which have not been subscribed by and allocated to other subscribers in the rights issue at the end of the subscription period shall be allocated pro rate to DNB Markets, BNP PARIBAS, Nordea Markets and JP Morgan, who have committed themselves, subject to certain conditions, to subscribe for shares for an aggregate amount of up to NOK 1,500,300,000. Such shares shall be subscribed by said underwriters within four trading days after expiry of the subscription period. The underwriters have a pro rata liability, and each underwriter s liability is limited to the maximum amount each underwriter has committed to subscribe. (k) The costs payable in connection with the rights issue will amongst other depend on the final size of the rights issue, but currently estimated costs is in the region of NOK 25 to 40 million, including payment of a commission for the underwriting of an amount of 1% of the aggregate underwritten amount. 20.3 Conditions for Completion of the Rights Issue The completion of the Rights Issue is subject to the condition that Aker Capital AS validly subscribes for its pro rata share of the Rights Issue, see section 20.17 Participation of Aker Capital AS and Members of the Senior Management and the Board of Directors in the Rights Issue, and that unless the Rights Issue is fully subscribed, the Underwriting Agreement remains in full force and effect. See Section 20.18 The Underwriting for a description of the underwriting and the Underwriting Agreement, including the conditions and termination rights to which the underwriting is subject. If it becomes clear that the above condition will not be fulfilled, the Rights Issue will be withdrawn. If the Rights Issue is withdrawn, all Subscription Rights will lapse without value, any subscriptions for, and allocations of, Offer Shares that have been made will be disregarded and any payments for Offer Shares made will be returned to the subscribers without interest or any other compensation. The lapsing of Subscription Rights shall be without prejudice to the validity of any trades in Subscription Rights, and investors will not receive any refund or compensation in respect of Subscription Rights purchased in the market. 20.4 Subscription Price The Subscription Price in the Rights Issue is NOK 48.50 per Offer Share. The Subscription Price in the Rights Issue is NOK 48.50 per Offer Share. The Subscription Price represents a discount of approximately 32.6% to the closing price of NOK 72.00 per Share as quoted on the Oslo Stock Exchange on 8 July 2014, and a discount of approximately 25.2% to the theoretical share price exclusive of the Subscription Rights (TERP) based on the Company s closing share price of NOK 72.00 on 8 July 2014. 150

20.5 Subscription Period The Subscription Period will commence on 15 July 2014 at 09:00 hours (CET) and end on 29 July 2014 at 16:30 hours (CET). The Subscription Period may not be extended or shortened. 20.6 Record Date for Existing Shareholders Shareholders who are registered in the Company s shareholder register in the VPS as of the expiry of 14 July 2014 (the Record Date) will receive Subscription Rights. For the purposes of determining eligibility to Subscription Rights, the Company will, however, look solely to its register of shareholders as of expiry of the Record Date. Provided that the delivery of traded Shares was made with ordinary T+3 settlement in the VPS, Shares that were acquired on or before the Cut-off Date 9 July 2014 will give the right to receive Subscription Rights, whereas Shares that were acquired from and including 10 July 2014 will not give the right to receive Subscription Rights. 20.7 Subscription Rights Existing Shareholders will be granted Subscription Rights giving a preferential right to subscribe for and be allocated Offer Shares in the Rights Issue. Each Existing Shareholder will be granted 11 Subscription Rights for every 25 Shares registered as held by such Existing Shareholder at the expiry of the Record Date. The number of Subscription Rights granted to each Existing Shareholder will be rounded down to the nearest whole Subscription Right. Subscription Rights will not be granted for the Shares held in treasury by the Company. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Offer Share in the Rights Issue. The Subscription Rights will be credited to and registered on each Existing Shareholder s VPS account on or about 15 July 2014 under the International Securities Identification Number (ISIN) 0010714892. The Subscription Rights will be distributed free of charge to Existing Shareholders. The Subscription Rights may be used to subscribe for Offer Shares in the Rights Issue before the expiry of the Subscription Period on 29 July 2014 at 16:30 hours (CET) or be sold before 24 July 2014 at 16:30 hours (CET). Acquired Subscription Rights will give the same right to subscribe for and be allocated Offer Shares as Subscription Rights held by Existing Shareholders on the basis of their registered shareholdings on the Record Date. The Subscription Rights, including acquired Subscription Rights, must be used to subscribe for Offer Shares before the end of the Subscription Period (i.e., 29 July 2014 at 16:30 hours (CET)) or sold before 24 July 2014 at 16:30 hours (CET). Subscription Rights that are not sold before 24 July 2014 at 16:30 hours (CET) or exercised before 29 July 2014 at 16:30 hours (CET) will have no value and will lapse without compensation to the holder. Holders of Subscription Rights (whether granted or acquired) should note that subscriptions for Offer Shares must be made in accordance with the procedures set out in this Prospectus and that the acquisition of Subscription Rights does not in itself constitute a subscription for Offer Shares. Subscription Rights of Existing 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 (the Ineligible Shareholders ) will initially be credited to such Ineligible Shareholders VPS accounts. Such credit specifically does not constitute an offer to Ineligible Shareholders. The Company will instruct the Joint Bookrunners to, as far as possible, withdraw the Subscription Rights from such Ineligible Shareholders VPS accounts, and sell them from and including 22 July 2014 to 24 July 2014 at 16:30 hours (CET) for the account and risk of such Ineligible Shareholders, unless the relevant Subscription Rights are held through a financial intermediary (in which case no action will be taken to sell such Subscription Rights). Please refer to Section 20.11 Financial Intermediaries for a description of the procedures applicable to Subscription Rights held by Ineligible Shareholders through financial intermediaries. The Joint Bookrunners will use commercially reasonable efforts to procure that the Subscription Rights withdrawn from the VPS accounts of Ineligible Shareholders (and that are not held through financial intermediaries) are sold on behalf of, and for the benefit of, such Ineligible Shareholders during said period, provided that (i) the Joint Bookrunners are able to sell the Subscription Rights at a price at least equal to the anticipated costs related to the sale of such Subscription Rights, and (ii) the relevant Ineligible Shareholder has not by 16:30 hours (CET) on 21 July 2014 documented to the Company through the Joint Bookrunners a right to receive the Subscription Rights withdrawn from its VPS account, in which case the Joint Bookrunners shall re-credit the withdrawn Subscription Rights to the VPS account of the relevant Ineligible Shareholder. The proceeds from the sale of the Subscription Rights (if any), after deduction of customary sales expenses, will be credited to the Ineligible Shareholder s bank account registered in the VPS for payment of dividends. If an Ineligible Shareholder does not have a bank account registered in the VPS, the Ineligible Shareholder must contact the Joint Bookrunners to claim the proceeds. There can be no assurance that the Joint Bookrunners will be able to withdraw 151

and/or sell the Subscription Rights at a profit or at all. Other than as explicitly stated above, neither the Company nor the Joint Bookrunners will conduct any sale of Subscription Rights not utilised before the end of the Subscription Period. 20.8 Trading in Subscription Rights The Subscription Rights will be fully tradable and listed on the Oslo Stock Exchange with ticker code DETNOR T from 09:00 hours (CET) on 15 July 2014 until 16:30 hours (CET) on 24 July 2014. The Subscription Rights will hence only be tradable during part of the Subscription Period. Persons intending to trade in Subscription Rights should be aware that the trading in, and exercise of, Subscription Rights by holders who are located in jurisdictions outside Norway may be restricted or prohibited by applicable securities laws. Please refer to Section 21 Selling and Transfer Restrictions for a description of such restrictions and prohibitions. 20.9 Subscription Offices; Subscription Procedures Subscriptions for Offer Shares must be made by submitting a correctly completed subscription form as set out in Appendix D to one of the subscription offices during the Subscription Period or, for subscribers who are residents of Norway with a Norwegian personal identification number (Nw. personnummer), made online as further described below. Correctly completed subscription forms must be received by one of the subscription offices set out below, or, in the case of online subscriptions, be registered by no later than 16:30 p.m. CET on 29 July 2014: DNB Markets Dronning Eufemias gate 30 P.O. Box 1600 Sentrum N-0021 Oslo Norway Tel.: +47 23 26 81 01 Email: retail@dnb.no www.dnb.no/emisjoner Skandinaviska Enskilda Banken Filipstad Brygge 1 P.O. Box 1843 Vika N-0123 Oslo Norway Tel: +47 22 82 70 00 www.seb.no Nordea Markets Middelthuns gate 17 P.O. Box 1166 Sentrum N-0107 Oslo Norway Tel: +47 22 48 50 00 Fax: +47 22 48 63 49 www.nordea.no/detnor Subscribers who are residents of Norway with a Norwegian personal identification number (Nw. personnummer) are encouraged to subscribe for Offer Shares through the VPS online subscription system by following the link on the following internet pages: www.dnb.no/emisjoner; http://seb.no; and www.nordea.no/detnor (which will redirect the subscriber to the VPS online subscription system). Neither the Company nor any of the Joint Bookrunners 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 relevant subscription office. Subscription forms received 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/or the Joint Bookrunners 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 relevant subscription office, or in the case of applications through the VPS online subscription system, upon registration of the subscription. The subscriber is responsible for the correctness of the information entered on the subscription form, or in the case of applications through the VPS online subscription system, the online subscription registration. By signing and submitting a subscription form, or by registration of a subscription with the VPS online subscription system, the subscribers confirm and warrant that they have read this Prospectus and are eligible to subscribe for Offer Shares under the terms set forth herein. There is no minimum or maximum subscription amount for subscriptions in the Rights Issue. Oversubscription (i.e. subscription for more Offer Shares than the number of Subscription Rights held by the subscriber entitles the subscriber to be allocated) and subscription without Subscription Rights is permitted. However, in each case, there can be no assurance that Offer Shares will be allocated for such subscriptions. Multiple subscriptions (i.e., subscriptions on more than one subscription form) are allowed. Please note, however, that two separate subscription forms submitted by the same subscriber with the same number of Offer Shares subscribed for on both subscription forms will only be counted once unless otherwise explicitly stated in one of 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. 152

All subscriptions in the Rights Issue will be treated in the same manner regardless of which subscription office the subscribed chooses to use, and regardless of whether the subscription is made by delivery of a subscription form to a subscription office or through the VPS online subscription system. 20.10 Mandatory Anti-Money Laundering Procedures The Rights Issue 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 ). Subscribers who are not registered as existing customers of the relevant Joint Bookrunner must verify their identity to that Joint Bookrunner in accordance with requirements of the Anti-Money Laundering Legislation, unless an exemption is applicable. 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 relevant Joint Bookrunner. Subscribers who have not completed the required verification of identity prior to the expiry of the Subscription Period will not be allocated Offer Shares. Further, participation in the Rights Issue 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 authorised VPS registrars, who can be Norwegian banks, authorised securities brokers in Norway and Norwegian branches of credit institutions established within the EEA. However, non-norwegian investors may use nominee VPS accounts registered in the name of a nominee. The nominee must be authorised by the Norwegian Financial Supervisory Authority (Nw. Finanstilsynet). Establishment of a VPS account requires verification of identification to the VPS registrar in accordance with the Anti- Money Laundering Legislation. 20.11 Financial Intermediaries General Persons or entities holding Shares in the Company through financial intermediaries (i.e., brokers, custodians and nominees) should read this Section. All questions concerning the timeliness, validity and form of instructions to a financial intermediary in relation to the exercise, sale or purchase of Subscription Rights should be determined by the financial intermediary in accordance with its usual customer relations procedure or as it otherwise notifies each beneficial shareholder. The Company is not liable for any action or failure to act by a financial intermediary through which Shares are held. Subscription Rights If an Existing Shareholder holds Shares registered through a financial intermediary as of expiry of the Record Date, the financial intermediary will customarily give the Existing Shareholder details the aggregate number of the Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding their Shares through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue. Existing Shareholders who hold their Shares through a financial intermediary and who are ineligible for participation in the Rights Issue due to the selling restrictions set forth in Section 20.16 Terms of the Rights Issue Selling and Transfer Restrictions, will not be entitled to be allocated Offer Shares in the Rights Issue. Subscription Period and Period for Trading in Subscription Rights The time by which notification of instructions for subscription of Offer Shares must validly be given to a financial intermediary may be earlier than the expiry of the Subscription Period. The same applies for instructions pertaining to trading in Subscription Rights and the last day of trading of such rights (which accordingly will be a deadline earlier than 24 July 2014 at 16:30 (CET)). Such deadline will depend on the financial intermediary. Existing Shareholders who hold their shares through a financial intermediary should contact their financial intermediary if they are in any doubt with respect to such deadlines. Subscription Existing Shareholders who are not ineligible for participation in the Rights Issue and who hold their Subscription Rights through a financial intermediary and wishes to exercise their Subscription Rights, 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 shareholders and for informing the Joint Bookrunners of their subscription instructions. A person or entity who has acquired Subscription Rights that are held through a financial intermediary should contact the relevant financial intermediary for instructions on how to exercise the Subscription Rights. 153

Method of Payment Existing Shareholders who hold their Subscription Rights through a financial intermediary should pay the Subscription Price for the Offer Shares that are allocated to them in accordance with the instructions received from the financial intermediary. The financial intermediary must pay the Subscription Price in accordance with the instructions in this Prospectus. Payment by the financial intermediary for the Offer Shares must be made to the relevant Joint Bookrunner no later than the Payment Date. Accordingly financial intermediaries may require payment to be provided to them prior to the Payment Date. 20.12 Allocation of Offer Shares Allocation of the Offer Shares will take place on or about 30 July 2014 in accordance with the following criteria: (i) (ii) (iii) (iv) Allocation will be made in accordance with granted or acquired Subscription Rights which have been validly exercised during the Subscription Period. If not all Subscription Rights are fully utilised, subscribers having exercised their Subscription Rights and who have over-subscribed will be allocated additional Offer Shares on a pro rata basis based on the number of Subscription Rights exercised by each subscriber. To the extent that pro rata allocation is not possible, the Company will determine the allocation by drawing of lots. Offer Shares not allocated pursuant to the allocation criteria in items (i) and (ii) above, will be allocated to subscribers not holding Subscription Rights. Allocation will be sought made on a pro rata basis based on the relevant subscription amounts, provided, however, that such allocations may be rounded down to the nearest 10 Offer Shares. Any Offer Shares remaining after allocation pursuant to the allocation criteria in items (i), (ii) and (iii) above, will be subscribed by, and allocated to, the Underwriters based on, and in accordance with, the underwriting obligation of the respective Underwriters. No fractional Offer Shares will be allocated. The Company reserves the right to round off, reject or reduce any subscription for Offer Shares not covered by Subscription Rights. Allocation of fewer Offer Shares than subscribed for by a subscriber will not impact on the subscriber s obligation to pay for the number of Offer Shares allocated. The result of the Rights Issue is expected to be published on or about 30 July 2014 in the form of a stock exchange notification from the Company through the Oslo Stock Exchange information system and at the Company s website (www.detnor.com). Notifications 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 VPS on or about 30 July 2014. Subscribers having access to investor services through their VPS account manager will be able to check the number of Offer Shares allocated to them from 12:00 hours (CET) on 31 July 2014. Subscribers who do not have access to investor services through their VPS account manager may contact one of the Joint Bookrunners from 12:00 hours (CET) on 30 July 2014 to get information about the number of Offer Shares allocated to them. 20.13 Payment Payment Date The payment for the Offer Shares allocated to a subscriber falls due on 4 August 2014. Subscribers who have a Norwegian Bank Account Subscribers who have a Norwegian bank account must, and will by signing the subscription form, or registering a subscription through the VPS online subscription system, provide the DNB Markets, or someone appointed by them, with a one-time irrevocable authorisation to debit a specified bank account with a Norwegian bank for the amount payable for the Offer Shares which are allocated to the subscriber. The specified bank account is expected to be debited on or after the Payment Date. DNB Markets, or someone appointed by them, are only authorised to debit such account once, but reserves the right to make up to three debit attempts and the authorisation will be valid for up to seven working days after the Payment Date. The subscriber furthermore authorises DNB Markets, or someone appointed by them, to obtain confirmation from the subscriber's bank that the subscriber has the right to dispose over the specified account and that there are sufficient funds in the account to cover the payment. If there are insufficient funds in a subscriber's bank account or if it for other reasons is impossible to debit such bank account when a debit attempt is made pursuant to the authorisation from the subscriber, the subscriber's obligation to pay for the Offer Shares will be deemed overdue. 154

Payment by direct debiting is a service that banks in Norway provide in cooperation. In the relationship between the subscriber and the subscriber's bank, the standard terms and conditions for "Payment by Direct Debiting Securities Trading", which are set out on page 2 of the subscription form, will apply, provided, however, that subscribers who subscribe for an amount exceeding NOK 5 million by signing the subscription form, or registering a subscription through the VPS online subscription system, provide the Joint Bookrunners, or someone appointed by them, with a one-time irrevocable authorisation to directly debit the specified bank account for the entire subscription amount. Subscribers who do not have a Norwegian Bank Account Subscribers who do not have a Norwegian bank account must ensure that payment with cleared funds for the Offer Shares allocated to them is made on or before the Payment Date. Prior to any such payment being made, the subscriber must contact DNB Markets for further details and instructions. Overdue Payments Overdue payments will be charged with interest at the applicable rate from time to time under the Norwegian Act on Interest on Overdue Payment of 17 December 1976 No. 100, currently 9.5% p.a. If a subscriber fails to comply with the terms of payment, the Offer Shares will, subject to the restrictions in the Norwegian Public Limited Liability Companies Act, not be delivered to the subscriber. Pursuant to a payment guarantee agreement between the Company on the one hand and the Underwriters on the other hand, the Underwriters will, subject to the terms and conditions of the payment guarantee and up to the respective amounts underwritten by them, on 5 August 2014 pay any subscription amounts not paid by subscribers when due, in order to enable timely registration of the share capital increase pertaining to the Offer Shares in the Norwegian Register of Business Enterprises. The payment guarantee by the Underwriters does, however, not cover the payment obligations of Aker Capital AS pursuant to its subscription undertaking and the other Underwriters (for any unsubscribed Offer Shares allocated to them). 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 Underwriters. The Offer Shares allocated to such subscribers will be transferred to a VPS account operated by DNB Markets on behalf of the Underwriters and will be transferred to the non-paying subscriber when payment of the subscription amount for the relevant Offer Shares is received. However, the Underwriters reserve the right to sell or assume ownership of the Offer Shares from and including the fourth day after the Payment Date without further notice to the subscriber in question in accordance with section 10-12 (4) of the Norwegian Public Limited Liability Companies Act if payment has not been received within the third day after the Payment Date. 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 Underwriters as a result of or in connection with such sales. The Company and/or the Underwriters may enforce payment for any amount outstanding in accordance with Norwegian law. The obligation of the Underwriters pursuant to the payment guarantee is subject to the satisfaction or waiver of certain conditions set out in the payment guarantee agreement, including without limitation the satisfaction or waiver of the conditions for the Underwriters obligations pursuant to the Underwriting Agreement on or prior to the Payment Date and the payment by Aker Capital AS of its subscription amount, see Section 20.18 The Underwriting. The obligations to make any payments under the payment guarantee shall cease to exist if (i) all Offer Shares have been paid or (ii) the engagement letter between the Company and the Joint Global Coordinators and Joint Bookrunners has been terminated or (iii) Underwriting Agreement or the subscription commitment in the Rights Issue of Aker Capital AS has been validly terminated or (iv) for each Underwriter when such Underwriter has made the payments required to be paid by it pursuant to the payment guarantee or (v) the Rights Issue has not been completed within 15 October 2014. Each of the Underwriters may syndicate all or parts of its guarantee obligation to one or several sub-guarantors, provided that such syndication does not affect the obligations of the Underwriters towards the Company pursuant to the payment guarantee. 20.14 Delivery; VPS Registration; Admission to Trading Subject to full payment of the total proceeds from the Rights Issue being received, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 5 August 2014 and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about 6 August 2014. The final deadline for registration of the share capital increase pertaining to the Rights Issue in the Norwegian Register of Business Enterprises, and hence for the subsequent delivery of the Offer Shares, is, pursuant to the Norwegian Public Limited Liability Companies Act, three months from the expiry of the Subscription Period (i.e. 29 October 2014). The Offer Shares will be registered in the VPS under ISIN NO 0010345853. Trading in the Offer Shares on the Oslo Stock Exchange is expected to commence under the trading symbol "DETNOR" from on or about 6 August 2014. The Offer Shares may not be transferred or traded before they are fully paid and said registrations in the Norwegian Register of Business Enterprises and the VPS have taken place. 155

The Subscription Rights will be registered in the VPS under ISIN NO 0010714892 and be listed and tradable on the Oslo Stock Exchange under the ticker code DETNOR T from 09:00 hours (CET) on 15 July 2014 to 16:30 hours (CET) on 24 July 2014. The Company s registrar with the VPS is DNB Bank ASA, Registrars Department, Dronning Eufemias gate 30, 0191 Oslo, Norway. 20.15 Rights Conferred by the Shares The Offer Shares issued through the Rights Issue will be ordinary Shares in the Company having a par value of NOK 1.00 each and will be registered with the VPS in book-entry form. The Offer Shares will rank pari passu in all respects with the existing Shares of the Company and will carry full shareholder rights in the Company from the time of registration of the share capital increase pertaining to the Rights Issue with the Norwegian Register of Business Enterprises; and be issued pursuant to the Norwegian Public Limited Liability Companies Act. 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 be governed by Norwegian law. For a further discussion of the rights attaching to the Shares of the Company, see Section 18 "Corporate Information; Shares and Share Capital". 20.16 Selling and Transfer Restrictions This Rights Issue is, and the Offer Shares are, subject to the selling and transfer restrictions set forth in Section 21 "Selling and Transfer Restrictions". 20.17 Participation of Aker Capital AS and Members of the Senior Management and the Board of Directors in the Rights Issue Aker Capital AS a wholly-owned subsidiary of Aker ASA and the Company s largest Shareholder has pre-committed to subscribe such number of Offer Shares as is necessary to maintain its share ownership prior to the Rights Issue (49.99%). Except for this, the Company is not aware of whether any major Shareholders of the Company or members of the Company s Management, supervisory or administrative bodies intend to subscribe for Offer Shares in the Rights Issue, or whether any person intends to subscribe for more than 5% of the Rights Issue. Aker Capital has undertaken not to sell or otherwise transfer any of its Shares (including the Offer Shares and other Shares that it may acquire) prior to completion of the Rights Issue and for a period of three months thereafter, without the prior written consent from at least two of the Underwriters. 20.18 The Underwriting The Company and the Underwriters have entered into the Underwriting Agreement dated 1 June 2014, as amended by a pricing supplement dated 9 July 2014, pursuant to which the Underwriters have undertaken, severally and not jointly, to underwrite an aggregate amount of NOK 1,501,639,491.50 in the Rights Issue. Subject to the terms and conditions of the Underwriting Agreement, the Underwriters have, on a pro rata basis and limited to their respective underwritten amounts as set out in the table below, undertaken to subscribe and pay for the Offer Shares (less the Offer Shares to be subscribed for by Aker Capital) not subscribed for during the Subscription Period on or prior to the Payment Date. The table below shows the subscription amount each Underwriter has undertaken to underwrite: BNP PARIBAS Name Address Underwritten Amount % (approx.) 16, boulevard des Italiens 75009 Paris, France NOK 375,409,885 25% DNB Markets Dronning Eufemias gate 30, P.O. Box 1600 Sentrum 0191 Oslo, Norway NOK 375,409,836.50 25% J.P. Morgan Securities plc. 25 Bank Street London, E14 5JP, United Kingdom NOK 375,409,885 25% Nordea Markets Middelthuns gate 17 P.O. Box 1166 Sentrum 0107 Oslo, Norway NOK 375,409,885 25% The 30,949,600 Offer Shares (approximately 49.99%) in the Rights Issue for which Aker Capital AS has committed to subscribe for are not underwritten. 156

The Underwriters obligations to subscribe and pay for the Offer Shares allocated to them in accordance with the Underwriting Agreement is conditional upon (i) Aker Capital having subscribed for at least 49.99% of the Rights Issue before the expiry of the Subscription Period, and (ii) certain other customary conditions. These conditions include, but are not limited to: (i) no change, event, effect, or condition having occurred that has or would have, individually or in the aggregate, an effect on the current or future business, assets, liabilities, liquidity, solvency or funding position or condition (financial or otherwise) or results of the Company and its subsidiary taken as a whole, or of Marathon Norway and its subsidiary, which in the good faith opinion of the Underwriters is so material and adverse as to make it inadvisable to proceed with the Rights Issue or the delivery of the Offer Shares on the terms and in the manner contemplated in this Prospectus; and (ii) certain closing deliverables to be provided by the Company and certain third parties as further set out in the Underwriting Agreement. The Underwriters representing a majority of the total underwriting commitment pursuant to the Underwriting Agreement may terminate the Underwriting Agreement, on behalf of themselves and the other Underwriters, at any time prior to the date and time on which the registration of the share capital increase in connection with the issuance of the Offer Shares takes place in the Norwegian Register of Business Enterprises in the event of (a) the Company being in material breach of the Underwriting Agreement; or (b) there being information contained in the Prospectus and/or in any other publication or announcement issued or to be issued by the Company on or after the date of the Underwriting Agreement, which in the good faith opinion of the relevant Underwriters is sufficiently material in the context of the Rights Issue or the underwriting of the Offer Shares to make it inadvisable to proceed with the Rights Issue or the underwriting of the Offer Shares; or (c) a force majeure event having occurred, which term shall include but not be limited to (i) any withdrawal of admission to listing of the Offer Shares or any suspension of, or limitation on prices for, trading in the Shares on the Oslo Stock Exchange (if such withdrawal, suspension or limitation occurs on, is continuing after or occurs after the date of the Underwriting Agreement), or in equity securities generally on the Oslo Stock Exchange or on, the London Stock Exchange or the New York Stock Exchange; (ii) any declaration of a banking moratorium or suspension of payments in respect of banks generally in Norway, the United Kingdom, or the state of New York or with respect to the European Central Bank; (iii) any change or developments involving a prospective change in the international financial markets, or in the financial markets of, or in financial, political, monetary or economic conditions in, Norway, the United Kingdom or the United States, or any outbreak or escalation of hostilities or any other calamity or crisis; (iv) any material change in currency exchange rates or foreign exchange controls, or a disruption of settlement systems or commercial banking in Norway, the United Kingdom or the United States; or (v) there having occurred a change or development involving a change in taxation affecting the Company, the Offer Shares or the transfer thereof, provided that the effect of any of the events described in (i) to (v), in the good faith opinion of the Underwriters is so material that it is inadvisable to proceed with the Rights Issue or the underwriting of the Offer Shares or materially and adversely are considered to affect dealings in the Offer Shares. If any or all of the conditions for the underwriting obligations of the Underwriters are not met or waived by 24:00 hours (CET) on 15 October 2014, the obligations of the respective Underwriters will expire. In such event, the Rights Issue will be withdrawn unless it is fully subscribed. See Section 20.3 Conditions for Completion of the Rights Issue above for a description of the consequences of a withdrawal of the Rights Issue. Pursuant to the Underwriting Agreement, the Company has undertaken not to issue any Shares other than the Offer Shares issued in the Rights Issue for a period of four months from the Payment Date without the prior written consent of the Underwriters (other than as consideration for options, subscription rights and similar rights already issued at the date of the Underwriting Agreement, or as part of incentive schemes for key employees). Pursuant to the Underwriting Agreement, each Underwriter will upon completion of the Rights Issue receive an underwriting fee of 1% of the amount underwritten by it. 20.19 Interests of Natural and Legal Persons in the Rights Issue The Joint Bookrunners or their affiliates have provided from time to time, and may provide in the future, investment and commercial banking services to the Company and its affiliates in the ordinary course of business, for which they may have received and may continue to receive customary fees and commissions. The Joint Bookrunners do not intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligation to do so. Further, a portion of the commissions that are to be paid for the services of the Joint Bookrunners in respect of the Rights Issue are calculated on the basis of the gross proceeds of the Rights Issue. Other than as set out above, the Company is not aware of any interest of any natural and legal persons involved in the Rights Issue that is material to the Rights Issue. 157

20.20 Governing Law and Jurisdiction The terms and conditions of the Rights Issue as set out in this Prospectus shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Rights Issue or this Prospectus. 158

21. SELLING AND TRANSFER RESTRICTIONS This Prospectus does not constitute an offer or grant of, or an invitation to purchase any of, the Subscription Rights or the Offer Shares in any jurisdiction in which such offer or sale would be unlawful. No one has taken any action that would permit a public offering of Subscription Rights or 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 Joint Bookrunners require persons in possession of this Prospectus to inform themselves about and to observe any such restrictions. The Subscription Rights and Offer Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors 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. 21.1 General The grant of Subscription Rights and issue of Offer Shares upon exercise of Subscription Rights and the offer of unsubscribed Offer Shares to persons resident in, or who are citizens of countries other than Norway, may be affected by the laws of the relevant jurisdiction. Investors should consult their professional advisors as to whether they require any governmental or other consents or need to observe any other formalities to enable them to exercise Subscription Rights or purchase Offer Shares. The Subscription Rights and Offer Shares being granted and offered, respectively, in the Rights Issue 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 of the United States, and may not and will not be offered, sold, exercised, pledged, resold, granted, delivered, allocated, taken up, transferred or delivered, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act and in compliance with the applicable securities laws of any state or jurisdiction of the United States. 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 territory other than Norway, such investor may not treat this Prospectus as constituting an invitation or offer to it, or a grant of, nor should the investor in any event deal in Subscription Rights or Offer Shares (as the case may be), unless, in the relevant jurisdiction, such an invitation, offer or grant could lawfully be made to that investor, or the Subscription Rights or Offer Shares, as applicable, 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 the Subscription Rights or Offer Shares to any person or in or into any jurisdiction where to do so would or might contravene local securities laws or regulations. If the investor forwards this Prospectus into any such territories (whether under a contractual or legal obligation or otherwise), the investor should direct the recipient's attention to the contents of this Section 21. Except as otherwise noted in this Prospectus and subject to certain exceptions: (i) the Subscription Rights and Offer Shares being granted and offered, respectively, in the Rights Issue may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into, any jurisdiction in which it would not be permissible to grant the Subscription Rights or offer the Offer Shares, as applicable; (ii) this Prospectus may not be sent to any person in any jurisdiction in which it would not be permissible to offer the Offer Shares; and (iii) the crediting of Subscription Rights to an account of an holder or other person who is a resident of any jurisdiction in which it would not be permissible to offer the Offer Shares does not constitute an offer to such persons of the Offer Shares. Holders of Subscription Rights who are resident in any jurisdiction in which it would not be permissible to offer the Offer Shares may not exercise Subscription Rights. If an investor exercises Subscription Rights to subscribe for Offer Shares, or purchases Offer Shares, either from the Company directly or from the Underwriters, unless the Company in its sole discretion determines otherwise on a case-bycase basis, that investor will be deemed to have made or, in some cases, be required to make, the following representations and warranties to the Company and any person acting on the Company's or its behalf: (a) (b) (c) the investor is not located or residing in a jurisdiction in which it would not be permissible to offer the Offer Shares; the investor is not a person to which the Rights Issue cannot be unlawfully made; the investor is not acting, and has not acted, for the account or benefit of an a person to which the Rights Issue cannot be unlawfully made; 159

(d) the investor is either a qualified institutional buyer as defined in Rule 144A under the U.S. Securities Act (a QIB ), or acquiring the Offer Shares in an offshore transaction outside the United States within the meaning of, and pursuant to, Regulation S; (e) (f) (g) the investor understands 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, resold, granted, delivered, allocated, taken up or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, registration under the U.S. Securities Act; the investor acknowledges that the Company is not taking any action to permit a public offering of the Offer Shares (pursuant to the exercise of the Subscription Rights or otherwise) in any jurisdiction other than Norway; and the investor may lawfully be offered, take up, subscribe for and receive Subscription Rights and Offer Shares in the jurisdiction in which it resides or is currently located. The Company, the Joint Bookrunners and their affiliates and others will rely upon the truth and accuracy of the above acknowledgements, agreements and representations, and agree that, if any of the acknowledgements, agreements or representations deemed to have been made by its purchase of Offer Shares is no longer accurate, it will promptly notify the Company and the Joint Bookrunners. Any provision of false information or subsequent breach of these representations and warranties may subject the investor to liability. If a person is acting on behalf of a holder of Subscription Rights (including, without limitation, as a nominee, custodian or trustee), that person will be required to provide the foregoing representations and warranties to the Company with respect to the exercise of Subscription Rights on behalf of the holder. If such person cannot or is unable to provide the foregoing representations and warranties, the Company will not be bound to authorize the allocation of any of the Subscription Rights and Offer Shares to that person or the person on whose behalf the other is acting. Subject to the specific restrictions described below, if an investor (including, without limitation, its nominees and trustees) is located outside Norway and wishes to exercise or otherwise deal in or subscribe for Offer Shares, the investor must satisfy itself as to full observance of the applicable laws of any relevant territory including obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such territories. The information set out in this Section 21 is intended as a general guide only. If the investor is in any doubt as to whether it is eligible to exercise its Subscription Rights and subscribe for the Offer Shares, such investor should consult its professional advisor without delay. The Company reserves the right to reject any exercise (or revocation of such exercise) in the name of any person who provides an address in a jurisdiction in which the Rights Issue cannot be lawfully made, or who is unable to represent or warrant that such person is not located or residing in such jurisdiction. Furthermore, the Company reserves the right, with sole and absolute discretion, to treat as invalid any exercise or purported exercise of Subscription Rights which appears to have been executed, effected or dispatched in a manner that may involve a breach or violation of the laws or regulations of any jurisdiction. Notwithstanding any other provision of this Prospectus, the Company reserves the right to permit a holder to exercise its Subscription Rights if the Company, in its absolute discretion, is satisfied that the transaction in question is exempt from or not subject to the laws or regulations giving rise to the restrictions in question. Applicable exemptions in certain jurisdictions are described further below. In any such case, the Company does not accept any liability for any actions that a holder takes or for any consequences that it may suffer as a result of the Company accepting the holder's exercise of Subscription Rights. Neither the Company nor the Joint Bookrunners, nor any of their respective representatives, is making any representation to any offeree, subscriber or purchaser of Offer Shares regarding the legality of an investment in the Offer Shares by such offeree, subscriber or purchaser under the laws applicable to such offeree, subscriber or purchaser. Each investor should consult its own advisors before subscribing for Offer Shares. A further description of certain restrictions in relation to the Subscription Rights and the Offer Shares in certain jurisdictions is set out below. 21.2 United States The Subscription Rights and/or Offer Shares, as applicable, 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 and may 160

not be offered, sold, pledged or otherwise transferred in or into the United States 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 state securities laws. The Offer Shares are being offered (i) within the United States only to QIBs, as defined in Rule 144A of the U.S. Securities Act, pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, and (ii) outside the United States in offshore transactions as defined in, and in reliance on, Regulation S under the U.S. Securities Act, in each case, in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction. Prospective purchasers of the Offer Shares are hereby notified that sellers of the Offer Shares may be relying on the exemption from registration provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. Except as set out below under Sales within the United States (i) neither this Prospectus nor the crediting of Subscription Rights to a stock account constitutes or will constitute an offer or an invitation to apply for or an offer or an invitation to acquire any Offer Shares in the United States, and this Prospectus will not be sent to any Existing Shareholder with a registered address in the United States and (ii) exercising Subscription Rights or renunciations thereof sent from or post-marked in the United States will be deemed to be invalid and all persons acquiring Offer Shares and wishing to hold such Offer Shares in registered form must provide an address for registration of the Offer Shares, issued upon exercise thereof outside the United States. Until the expiration of 40 days as from the later of (a) the commencement of the Rights Issue, and (b) the commencement of any offering by underwriters of new shares underlying unexercised preferential subscription rights, an offer, sale or transfer of the Offer Shares or preferential subscription rights within the United States by a dealer (whether or not participating in the Rights Issue) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A under the U.S. Securities Act. In making an investment decision with respect to the Offer Shares, investors must rely on their own examination of the Company and the terms of the Rights Issue, including the merits and risks involved The Subscription Rights and the Offer Shares have not been recommended, approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Subscription Rights and the Offer Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offense in the United States. Sales within the United States Notwithstanding the foregoing, the Offer Shares may be offered to and the Subscription Rights may be exercised by or on behalf of, persons in the United States reasonably believed to be QIBs, in offerings exempt from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, provided such persons satisfy the Company that they are eligible to participate on such basis. Persons in the United States exercising Subscription Rights to acquire Offer Shares will be required to execute an investor letter in a form acceptable to the Company and the Joint Bookrunners. Each person exercising Subscription Rights and each purchaser of Offer Shares, either from the Company directly or from the Underwriters, within the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act, by accepting delivery of this Prospectus, will be deemed to have represented, warranted, agreed and acknowledged that: (a) (b) (c) It is (i) a QIB and (ii) exercising such Subscription Rights or acquiring such Offer Shares for its own account or for the account of a QIB as to which it has full investment discretion, in each case for investment purposes, and not with a view to any distribution (within the meaning of the U.S. federal securities laws) of the Shares. It understands that such Offer Shares are being offered for sale in a transaction not involving any public offering in the United States and the Subscription Rights and Offer Shares have not been and will not be registered under the U.S. Securities Act or any U.S. securities laws or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered, sold, pledged or otherwise transferred except (i)(a) in accordance with Rule 144A to a person that it and any person acting on its behalf reasonably believe is a QIB purchasing for its own account or for the account of a QIB, (B) in an offshore transaction as defined in and in accordance with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act, (C) pursuant to an exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder (if available), (D) pursuant to any other available exemption from registration under the U.S. Securities Act or (E) pursuant to an effective registration statement under the U.S. Securities Act, and (ii) in accordance with all applicable federal and state securities laws of the United States. It understands that such Offer Shares (to the extent they are in certificated form), unless otherwise determined by the Company in accordance with applicable law, will bear a legend substantially to the following effect: 161

THIS SECURITY HAS 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 OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) IN ACCORDANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QIB WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE U.S. SECURITIES ACT FOR RESALES OF THIS SECURITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THIS SECURITY MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. (d) (e) (f) The Company, the Joint Bookrunners, and any selling agents and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. If it is exercising any Subscription Rights or acquiring any Offer Shares for the account of one or more QIBs, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account. The Offer Shares have not been offered to it by means of any general solicitation or general advertising as such terms are used in Regulation D under the U.S. Securities Act. The Company shall not recognize any offer, sale, pledge or other transfer of the Offer Shares made other than in compliance with the above-stated restrictions. No representation has been, or will be, made by the Company or the Joint Bookrunners as to the availability of Rule 144 under the U.S. Securities Act or any other exemption under the U.S. Securities Act or any state securities laws for the reoffer, sale, pledge or transfer of the Offer Shares for so long as the Offer Shares are restricted securities within the meaning of Rule 144(a)(3) under the U.S. Securities Act. Any person in the United States into whose possession this Prospectus comes should inform itself about and observe any applicable legal restrictions; any such person in the United States who is not a QIB is required to disregard this Prospectus. A person in the United States who is not a QIB is an Ineligible Shareholder (as defined in Section 20.7). Subscription Rights granted to an Ineligible Shareholder will be sold in accordance with the procedures set forth in Section 20.7. Prospective purchasers are hereby notified that sellers of the Offer Shares may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. Sales outside the United States Each person that at the time of exercise of Subscription Rights or purchase of Offer Shares, either from the Company directly or from the Underwriters, was outside the United States, by accepting delivery of this Prospectus, will be deemed to have represented, warranted, agreed and acknowledged that: (a) (b) It (i) is not within the United States; (ii) is not in any jurisdiction in which it is unlawful to make or accept an offer to acquire the Offer Shares; (iii) is not exercising for the account of any person who is located in the United States, unless: (A) the instruction to exercise was received from a person outside the United States and (B) the person giving such instruction has confirmed that (x) it has the authority to give such instruction, and (y) either (a) has investment discretion over such account or (b) is an investment manager or investment company that is acquiring the Offer Shares in an offshore transaction within the meaning of Regulation S under the U.S. Securities Act; and (iv) is not acquiring the Offer Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Offer Shares into the United States. It understands that such Subscription Rights and Offer Shares have not been and will not be registered under the U.S. Securities Act or any U.S. securities laws or with any securities regulatory authority of any state or other jurisdiction in the United States and that it will not offer, sell, pledge or otherwise transfer such Subscription Rights or Offer Shares except (i) in accordance with Rule 144A under the U.S. Securities Act to a person that it and any person acting on its behalf reasonably believe is a QIB purchasing for its own account or the account of a QIB or (ii) in an offshore transaction as defined in and in accordance with Rule 903 or Rule 904 of Regulation S 162

under the U.S. Securities Act, in each case in accordance with any applicable securities laws of any State of the United States. (c) It understands that such Offer Shares (to the extent they are in certificated form), unless otherwise determined by the Company in accordance with applicable law, will bear a legend to the following effect: THIS SECURITY HAS 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 OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER, OR IN A TRANSACTION NOT SUBJECT TO, THE U.S. SECURITIES ACT. (d) It is aware of the restrictions on the offer and sale of the Offer Shares pursuant to Regulation S described in this Prospectus. (e) The Offer Shares have not been offered to it by means of any directed selling efforts as defined in Regulation S. (f) (g) The Company, the Joint Bookrunners, any selling gents and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. The Company shall not recognize any offer, sale, pledge or other transfer of the Offer Shares made other than in compliance with the above restrictions. The Company is not required to file periodic reports under Section 13 or 15 of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act ). For as long as any of the Offer Shares are restricted securities within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and the Company is neither subject to Section 13 or 15(d) of the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, the Company will upon written request furnish to any holder or beneficial owner of the Offer Shares, or to any prospective purchaser designated by such holder, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the U.S. Securities Act. Nordea Markets is not a broker/dealer registered with the U.S. Securities and Exchange Commission and will only participate in the transaction outside the United States. 21.3 United Kingdom Each Joint Bookrunner has represented, warranted and agreed that: (a) (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated 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. 21.4 European Economic Area In relation to each Member State of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member State"), an offer to the public of any Offer Shares may not be made in that Relevant Member State, other than the offers contemplated by this Prospectus in Norway once this Prospectus has been approved by the Norwegian FSA and published in accordance with the Prospectus Directive as implemented in Norway, except that an offer to the public of any Offer Shares in a Relevant Member State may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in the Relevant Member State: (a) (b) (c) to any legal entity which is a qualified investor as defined in the Prospectus Directive; to fewer than 100, or if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or in any other circumstances falling within Article 3(2) of the Prospectus Directive, 163

Further, each person in a Relevant Member State other than, in the case of paragraph (a) below, persons receiving offers contemplated in this Prospectus in Norway who receives any communication in respect of, or who acquires any Offer Shares under, the offer contemplated in this Prospectus will be deemed to have represented, warranted and agreed to and with the Joint Bookrunners and the Company that: (a) it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive; and (b) in the case of any Offer Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) such Shares acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where such Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those Shares to it is not treated under the Prospectus Directive as having been made to such persons. For the purposes of this provision, the expression an "offer" in relation to any of the Offer Shares or Shares in any Relevant Member States means the communication in any form and by any means of sufficient information on the terms of the offer and any Offer Shares or Shares to be offered so as to enable an investor to decide to purchase or subscribe for such Offer Shares or Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State. 21.5 Switzerland This Prospectus is not being publicly distributed in Switzerland. Each copy of this Prospectus is addressed to a specifically named recipient and may not be passed on to third parties. The Subscription Rights or Offer Shares are not being offered to the public in or from Switzerland, and neither this Prospectus, nor any other offering material in relation to the Subscription Rights or Offer Shares may be distributed in connection with any such public offering. 21.6 Additional Jurisdictions The Subscription Rights or Offer Shares may not be offered, sold, exercised, pledged, resold, granted, allocated, taken up, transferred or delivered, directly or indirectly, in or into, Canada, Japan, Australia, Hong Kong or any other jurisdiction in which it would not be permissible to offer the Subscription Rights or the Offer Shares. 164

22. NORWEGIAN TAXATION This Section describes certain tax rules in Norway applicable to shareholders who are resident in Norway for tax purposes ( Norwegian Shareholders ) and to shareholders who are not resident in Norway for tax purposes ( Foreign Shareholders ). The statements herein regarding taxation are based on the laws in force in Norway as of the date of this Prospectus and are subject to any changes in law occurring after such date. Such changes could be made on a retrospective basis. The following summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase, own or dispose of the Shares. Investors are advised to consult their own tax advisors concerning the overall tax consequences of their ownership of Shares. The statements only apply to shareholders who are beneficial owners of Shares. Please note that for the purpose of the summary below, references to Norwegian Shareholders or Foreign Shareholders refers to the tax residency rather than the nationality of the shareholder. 22.1 Norwegian Shareholders Taxation of Dividends Norwegian corporate shareholders (i.e. limited liability companies and similar entities) ( Norwegian Corporate Shareholders ) are comprised by the Norwegian tax exemption method. Under the exemption, only 3% of the dividend income on shares in Norwegian limited liability companies shall be taxed as ordinary income (27% flat rate), implying that such dividends are effectively taxed at a rate of 0.81%. Dividends distributed to Norwegian individual shareholders (i.e. other shareholders than Norwegian Corporate Shareholders) ( Norwegian Individual Shareholders ) are taxable as ordinary income (27% flat rate) to the extent the dividend exceeds a basic tax-free allowance. The tax-free allowance shall be computed for each individual shareholder on the basis of the cost price of each of the shares multiplied by a risk-free interest rate. The risk-free interest rate will be calculated every income year and is allocated to the shareholder owing the share on 31 December of the relevant income year. Any part of the calculated tax-free allowance one year exceeding the dividend distributed on the share ("unused allowance") may be carried forward and set off against future dividends received on (or gains upon realisation of, see below) the same share. Any unused allowance will also be added to the basis of computation of the tax-free allowance on the same share the following year. Taxation of Capital Gains Sale, redemption or other disposal of shares is considered as a realisation for Norwegian tax purposes. Capital gains generated by Norwegian Corporate Shareholders through a realisation of shares in Norwegian limited liability companies are comprised by the Norwegian tax exemption method and therefore tax exempt. Net losses from realisation of shares and costs incurred in connection with the purchase and realisation of such shares are not tax deductible for Norwegian Corporate Shareholders. Norwegian Individual Shareholders are taxable in Norway for capital gains derived from realisation of shares, and have a corresponding right to deduct losses. This applies irrespective of how long the shares have been owned by the individual shareholder and irrespective of how many shares that are realised. Gains are taxable as ordinary income in the year of realisation, and losses can be deducted from ordinary income in the year of realisation. The current tax rate for ordinary income is 27%. Under current tax rules, gain or loss is calculated per share, as the difference between the consideration received and the tax value of the share. The tax value of each share is based on the individual shareholder's purchase price for the share. Costs incurred in connection with the acquisition or realisation of the shares will be deductible in the year of sale. Any unused tax-free allowance connected to a share may be deducted from a capital gain on the same share, but may not lead to or increase a deductible loss. Further, unused tax-free allowance related to a share cannot be set off against gains from realisation of other shares. If a Norwegian shareholder realises shares acquired at different points in time, the shares that were first acquired will be deemed as first sold (the "first in first out"-principle) upon calculating taxable gain or loss. Costs incurred in connection with the purchase and sale of shares may be deducted in the year of sale. A shareholder who ceases to be tax resident in Norway due to domestic law or tax treaty provisions may become subject to Norwegian exit taxation of capital gains related to shares in certain circumstances. Taxation of Subscription Rights A Norwegian 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. 165

Sale and other transfer of subscription rights are considered a realisation for Norwegian tax purposes. Norwegian Corporate Shareholders are exempt from tax on capital gains derived from the realisation of subscription rights qualifying for the Norwegian tax exemption method. Losses upon the realisation and costs incurred in connection with the purchase and realisation of such subscription rights are not deductible for tax purposes. For Norwegian Individual Shareholders, a capital gain or loss generated by a realisation of subscription rights is taxable or tax deductible in Norway. Such capital gain or loss is included in or deducted from the basis for the computation of ordinary income in the year of disposal. The ordinary income is taxable at a flat rate of 27%. Net Wealth Tax The value of shares is taken into account for net wealth tax purposes in Norway. The marginal tax rate is currently 1.0%. Norwegian limited liability companies and similar entities are exempted from net wealth tax. Shares listed on the Oslo Stock Exchange are valued at the quoted value at 1 January in the assessment year. 22.2 Non-Resident Shareholders Taxation of Dividends Dividends paid from a Norwegian limited liability company to Foreign Shareholders are subject to Norwegian withholding tax at a rate of 25% unless the recipient qualifies for a reduced rate according to an applicable tax treaty or other specific regulations. Norway has entered into tax treaties with a number of countries and withholding tax is normally set at 15% under these treaties. The shareholder's home country may give credit for the Norwegian withholding tax imposed on the dividend. Foreign corporate shareholders (i.e. limited liability companies and similar entities) ( Foreign Corporate Shareholders ) which are genuinely established and carry out genuine economic activities within the EEA are not subject to Norwegian withholding tax. Dividends paid to foreign individual shareholders (i.e. other shareholders than Foreign Corporate Shareholders) ( Foreign Individual Shareholders ) are as the main rule subject to Norwegian withholding tax at a rate of 25%, unless a lower rate has been agreed in an applicable tax treaty. If the individual shareholder is resident within the EEA, the shareholder may apply to the tax authorities for a refund of an amount corresponding to the calculated tax-free allowance on each individual share, see Section 22.1 Taxation of Dividends. However, the deduction for the tax-free allowance does not apply in the event that the withholding tax rate, pursuant to an applicable tax treaty, leads to a lower taxation on the dividends than the withholding tax rate of 25% less the tax-free allowance. In accordance with the present administrative system in Norway, a distributing company will generally deduct withholding tax at the applicable rate when dividends are paid directly to an eligible Foreign Shareholder, based on information registered with the VPS. Dividends paid to Foreign Shareholders in respect of nominee registered shares are not eligible for reduced treaty withholding tax rate at the time of payment unless the nominee, by agreeing to provide certain information regarding beneficial owner, has obtained approval for reduced treaty withholding tax rate from the Central Office for Foreign Tax Affairs. The withholding obligation lies with the company distributing the dividends and the Company assumes this obligation. Foreign Shareholders should consult their own advisers regarding the availability of treaty benefits in respect of dividend payments. Taxation of Capital Gains Gains from realisation of shares by Foreign Shareholders will not be subject to tax in Norway unless the Foreign Shareholders are holding the shares in connection with business activities carried out or managed from Norway. Such taxation may be limited according to an applicable tax treaty or other specific regulations. Taxation of Subscription Rights A Foreign Shareholder s subscription for shares pursuant to a subscription right is not subject to taxation in Norway. Capital gains derived by the sale or other transfer of subscription rights by Foreign Shareholders are not subject to taxation in Norway unless the Foreign Shareholder are holding the subscription rights in connection with business activities carried out or managed from Norway. Such taxation may be limited according to an applicable tax treaty or other specific regulations. 166

Net Wealth Tax Foreign Shareholders are not subject to Norwegian net wealth tax with respect to the Shares, unless the shareholder is an individual, and the shareholding is effectively connected with a business which the shareholder takes part in or carries out in Norway. Such taxation may be limited according to an applicable tax treaty. 22.3 Transfer Taxes etc.; VAT No transfer taxes, stamp duty or similar taxes are currently imposed in Norway on purchase, issuance, disposal or redemption of shares. Further, there is no VAT on transfer of shares. 22.4 Inheritance Tax There is no Norwegian inheritance or gift tax on transfer of shares from the income year of 2014. 167

23. INCORPORATION BY REFERENCE; DOCUMENTS ON DISPLAY The Norwegian Securities Trading Act and the Norwegian Securities Trading Regulations, implementing Commission Regulation (EC) no. 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements, allow the Company to incorporate by reference information into this Prospectus that has been previously filed with Oslo Børs or the Norwegian Financial Supervisory Authority in other documents. The Company's consolidated financial statements as of and for the years ended 31 December 2013, 2012 and 2011 and the audit reports in respect of these financial statements, are by this reference incorporated as a part of this Prospectus. Accordingly, this Prospectus is to be read in conjunction with these documents. Cross Reference Table The information incorporated by reference in this Prospectus should be read in connection with the following crossreference table. References in the table to "Annex" and "Items" are references to the disclosure requirements as set forth in the Norwegian Securities Trading Act cf. the Norwegian Securities Trading Regulations by reference to such Annex (and Item therein) of Commission Regulation (EC) no. 809/2004. Minimum Disclosure Requirement for Prospectuses (Annex I) Item 20.1 Audited historical financial information Reference Document Annual Report 2013: http://www.detnor.no/wp-content/uploads/2014/03/annual-report-2013.pdf Annual Report 2012: http://www.detnor.no/wp-content/uploads/2013/06/annual_report_2012_v8.pdf Annual Report 2011: http://www.detnor.no/wpcontent/uploads/2013/06/board_of_directors_annual_report_and_financial_statements_2011.pdf Page of Reference Document 1 126 1 115 1 71 Item 20.3 Audit opinions Audit Report 2013: http://www.detnor.no/wp-content/uploads/2014/03/annual-report-2013.pdf Audit Report 2012: http://www.detnor.no/wp-content/uploads/2013/06/annual_report_2012_v8.pdf Audit Report 2011: http://www.detnor.no/wpcontent/uploads/2013/06/board_of_directors_annual_report_and_financial_statements_2011.pdf 127 128 116 117 72 73 Item 20.6 Interim financial information First Quarter Report 2014: http://www.detnor.no/wp-content/uploads/2014/04/report-first-quarter-2014.pdf First Quarter Report 2013: http://www.detnor.no/wp-content/uploads/2013/06/reportq1.pdf 1 24 1 24 Documents on Display For twelve months from the date of this Prospectus, copies of the following documents will be available for inspection at the Company's registered office during normal business hours from Monday through Friday each week (except public holidays): The Articles of Association of the Company. All reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the Company's request any part of which is included or referred to in the Prospectus. The Company's financial statements as of and for the years ending 31 December 2013, 2012 and 2011, and the related auditor reports thereto. The Company's interim financial statements as of and for the three months ended 31 March 2014 (restated) and 2013. 168

The financial statements for the Company s subsidiaries for the two financial years preceding the publication of this Prospectus. The financial statements for Marathon Norway as and for the year ended 31 December 2013. This Prospectus. 169

24. ADDITIONAL INFORMATION 24.1 Independent Auditors The Company's independent auditors are KPMG AS which has their registered address at Sørkedalsveien 6, 0369 Oslo, Norway, was elected as the Company s independent auditors in May 2014. KPMG has not yet issued any audit reports on the Company s financial statements. KPMG AS has performed a review of the Company s condensed interim financial information as at and for the three month period ended 31 March 2014 in accordance with the International Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity as stated in their report attached to this Prospectus as Appendix E. However, as the report states, KPMG did not audit and do not express an audit opinion on this interim financial information. KPMG AS is a member of The Norwegian Institute of Public Accountants (Nw. Den Norske Revisorforening). Ernst & Young AS was the Company s statutory auditor from 2010 to 2013, and has audited the Company s financial statements for 2011, 2012 and 2013 incorporated by reference in this Prospectus. EY s address is Dronning Eufemias gate 6, Oslo Atrium, P.O. Box 20, 0051 Oslo, Norway. The partners of Ernst & Young AS are members of The Norwegian Institute of Public Accountants (Nw. Den Norske Revisorforening). 24.2 Joint Bookrunners BNP PARIBAS, DNB Markets, J.P. Morgan Securities, Nordea Markets and Skandinaviska Enskilda Banken are the Joint Bookrunners for this Rights Issue. 24.3 Legal Advisors Advokatfirmaet BA-HR DA is acting as legal adviser (as to Norwegian law) to the Company in connection with the Rights Issue. Akin Gump Strauss Hauer & Feld is acting as the Company s U.S. legal counsel. Advokatfirmaet Thommessen AS is acting as legal adviser (as to Norwegian law) to the Joint Bookrunners in connection with the Rights Issue. Linklaters is acting as the Joint Bookrunners U.S. legal counsel. 170

25. DEFINITIONS Capitalised terms used throughout this Prospectus shall have the meaning ascribed to such terms as set out below, unless the context require otherwise. 2P... Proven plus probable reserves Acquisition Facility... fully committed and underwritten acquisition loan facility financing the Transaction Anti-Money Laundering Legislation... The Norwegian Money Laundering Act of 6 March 2009 no. 11 and the Norwegian Money Laundering Regulations of 13 March 2009 no. 302, taken together. APA... Awards in predefined areas (relates to licensing rounds on the NCS) ARO... Asset retirement obligations Bbls... Barrels boe... Barrels of oil equivalent boepd... Barrels of oil equivalent per day CAGR... Compound annual growth rate Certain Funds Acquisition Bridge Facility... The USD 2,200 million short term loan facility agreement entered into on 1 June 2014. Companies Act... Public Limited Liabilities Companies Act of 13 June 1997 no. 44. Company or Det norske... Det norske oljeselskap ASA Cut-off Date... 9 July 2014 E&P... Exploration and production Existing Shareholders... Registered holders of the Shares as appearing in the Company s register in the VPS as of expiry of 14 July 2014 Forward-looking Statements... Has the meaning ascribed to it in Section 4.1 FPSO... Floating production storage and offloading vessel FSAN:... Financial Supervisory Authority of Norway (Nw. Finanstilsynet) GDP... Gross domestic product GTA... (Norwegian) General Tax Act HSE... Health, Safety and Environment IAS... International Accounting Standards IEA... The International Energy Agency IFRS... International Financial Reporting Standards as adopted by the EU JOA... Joint operating agreement Joint Bookrunners... BNP PARIBAS, DNB Markets, J.P. Morgan Securities, Nordea Markets and Skandinaviska Enskilda Banken Joint Global Coordinators... BNP PARIBAS, DNB Markets, J.P. Morgan Securities plc., Nordea Markets and Skandinaviska Enskilda Banken LIBOR... London Interbank Offered Rate License... Each and all licenses in which the Company holds a Participating Interest prior to or following the Rights Issue, as the case may be Marathon Norway... Marathon Oil Norge AS MoF... Ministry of Finance MPE... Ministry of Petroleum and Energy NCS... Norwegian continental shelf NGAAP... Norwegian Generally Accepted Accounting Principles NIBOR... Norwegian Interbank Offered Rate NOK... Norwegian Krone NPD... Norwegian Petroleum Directorate OECD... Economic Co-operation and Development Offer Shares... The 61,911,239 new shares of the Company issued in the Rights Issue Oslo Stock Exchange... Oslo Børs ASA p.a.... per annum Participating Interest... The participating interest and other rights and benefits under a given License and/or JOA conferred by that License 171

and/or JOA on the Company, together with all rights and obligations attaching to the same PDO... Plan for Development and Operation Petroleum Act... The Norwegian Act 29 November 1996 No. 72 relating to petroleum activities PIO... Plan for Installation and Operation PL... Production License on the NCS Pollution Act... The Norwegian Act 13 March 1981 No. 6 relating to pollution control. PPA... Purchase price allocation PSA... Petroleum Safety Authority PTA... (Norwegian) Petroleum Tax Act RBL Facility... The up to USD 3.0 billion long-term reserve-based lending facility the Company is in the process of finalising Record Date... 14 July 2014, the date for determining the list of Existing Shareholders. Relevant Member State... Each member state of the EEA which has implemented the Prospectus Directive Rights Issue... The offering of the Offer Shares in the Company with Subscription Rights for Existing Shareholders SDFI... State s Direct Financial Interest (relates to the Norwegian state) Securities Trading Act... The Norwegian Securities Trading Act of 27 June 2007 no. 75. Senior Management... Any or all members of the Company s executive management Shareholder... Person or legal entity registered in the VPS as owner of an interest in a Share Shares... The shares of the Company Sm 3... Standard cubic meter SPA... The share purchase agreement entered into between the Company and Marathon Norway Investment Coöperatief U.A. dated 1 June 2014 Stortinget... The Norwegian Parliament Subscription Price... The subscription price in the Share Issue of NOK 48.50 per share. toe... Tonnes of oil equivalent Transaction... The Company s purchase of all issued and outstanding shares in Marathon Norway U.S. Securities Act... The United States Securities Act of 1933, as amended UKCS... UK continental shelf Underwriters... BNP PARIBAS, DNB Markets, J.P. Morgan Securities plc. and Nordea Markets UOP... Unit of production method USD... United States Dollar VPS... The Norwegian Central Securities Depository (Nw. Verdipapirsentralen) 172

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APPENDIX A ARTICLES OF ASSOCIATION APPENDIX A ARTICLES OF ASSOCIATION 1. Name of the Company The Company s name is Det norske oljeselskap ASA. The Company is a public limited company. 2. Registered Address The Company s registered address, where principle parts of the Company s administrative and operational activities take place, is in the municipality of Trondheim. 3. The Company Objective The Company s objective is to carry out exploration for, and recovery of, petroleum and activities related thereto, and, by subscribing for shares or by other means, to participate in corresponding businesses or other business, alone or in cooperation with other enterprises and interests. 4. The Company s Share Capital The Company s share capital is NOK 140,707,363 fully-paid up and divided between 140,707,363 shares, each with a nominal value of NOK 1. The Company s shares shall be registered in the Norwegian Central Securities Depository. 5. The Board of Directors The Company s Board of Directors shall consist of between five and ten members which are to be elected for a period of up to two years. 6. Signature The Chairman of the Board of Directors and one board member jointly are authorised to sign on behalf of the Company. The Board of Directors can grant powers of procuration. 7. General Meeting The Annual General Meeting shall be held each year within a period of 6 months from the end of the financial year. During the period of notice of the General Meeting, the documents shall be available at the Company s office for the shareholders inspection. The right to attend and vote at the General Meeting can only be exercised when the acquisition is introduced in the shareholder register no later than the fifth business day prior to the General Meeting (registration date). When documents pertaining to business to be dealt with by the General Meeting are made available to shareholders at the Company s website, the requirement of the documents to be sent to the shareholders shall not apply. This also applies to documents that by law shall be included in or attached to the notice of the Annual General Meeting. The Board of Directors may decide that it shall be possible for shareholders to cast their votes in writing, including by means of electronic communication, in a given period prior to the general meeting. Satisfactory methods shall be used in order to authenticate the sender. 8. Nomination Committee The Company shall have a Nomination Committee consisting of 3 members elected by the Annual General Meeting. The majority of the members of the Nomination Committee shall be independent of the Board of Directors and the general management. The Nomination Committee shall recommend candidates to the Board of Directors, the Corporate Assembly and the Nomination Committee, and remuneration of the Board of Directors, the Corporate A 1

Assembly and members of the Nomination Committee. The Nomination Committee s recommendations shall be well-grounded. Members of the Nomination Committee are elected for a term of two years at a time. 9. Corporate Assembly The Company shall have a Corporate Assembly. The Corporate Assembly shall have 12 members and up to eight deputies. Eight of the members and up to four of the deputies for these shall be elected by the General Meeting. Four of the members and deputies for these are elected by and among the employees in accordance with regulations issued in or pursuant to the Public Limited Liabilities Act. The Corporate Assembly elects a chair and a deputy chair among its members. 1 A 2

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APPENDIX B ASSURANCE REPORT ON PRO FORMA FINANCIAL INFORMATION KPMG AS Telephone +47 04063 P.O. Box 7000 Majorstuen Fax +47 22 60 96 01 Sørkedalsveien 6 Internet www.kpmg.no N-0306 Oslo Enterprise 935 174 627 MVA To the Board of Directors of Det norske oljeselskap ASA Report on the Compilation of Unaudited Pro Forma Financial Information Included in a Prospectus We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Det norske oljeselskap ASA ( the Company ) by the Company. The pro forma unaudited financial information consists of the unaudited pro forma balance sheet as at 31 March 2014, the unaudited pro forma income statements for the year ended 31 December 2013 and for the three month period ended 31 March 2014 respectively and related notes as set out in section 12.6 of the Prospectus issued by the Company. The applicable criteria on the basis of which the Company has compiled the unaudited pro forma financial information are specified in EU Commission Regulation (EC) No 809/2004 which is incorporated in the Securities Trading Act (Norway). The unaudited pro forma financial information has been compiled by the Company to illustrate the impact of the acquisition of Marathon Oil Norway AS and related transactions set out in section 12.6 of the prospectus on the Company's financial position as at 31 March 2014 as if the transactions had taken place on that date, on the Company's financial performance for the year ended 31 December 2013 as if the transaction had taken place at 1 January 2013 and on the Company's financial performance for the three month period ended 31 March 2014 as if the transaction had taken place as at 1 January 2014. The Company s and Marathon Oil Norway AS historical annual financial information used to compile the pro forma financial information has been extracted from annual financial statements audited by other independent accountants. The Company s unaudited interim historical financial information used to prepare pro forma financial information has been extracted from its unaudited interim report as at and for the three month period ended 31 March 2014. The unaudited historical financial information of Marathon Oil Norway AS as at and for the period ended 31 March 2014 used to prepare pro forma information has been extracted from Marathon Oil Norway AS internal accounting records. Offices in: KPMG AS, a Norwegian member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. Statsautoriserte revisorer - medlemmer av Den norske Revisorforening. Oslo Alta Arendal Bergen Bodø Elverum Finnsnes Grimstad Hamar Haugesund Knarvik Kristiansand Larvik Mo i Rana Molde Narvik Røros Sandefjord Sandnessjøen Stavanger Stord Straume Tromsø Trondheim Tønsberg Ålesund B 1

Det norske oljeselskap ASA The Company s Responsibility The Company management is responsible for compiling the unaudited pro forma financial information on the basis of EU Commission Regulation (EC) No 809/2004 which is incorporated in the Securities Trading Act (Norway). Practitioner s Responsibilities Our responsibility is to express an opinion as required by Annex II, item 7 of EU Commission Regulation (EC) No 809/2004 which is incorporated in the Securities Trading Act (Norway) about whether the unaudited pro forma financial information has been compiled, by the Company on the basis described in section 12.6 in the Prospectus and whether this basis is consistent with the Company s accounting policies as described in the 2013 annual financial statements. We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus, issued by the International Auditing and Assurance Standards Board. This standard requires that the practitioner comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the Company has compiled the unaudited pro forma financial information on the basis described in the basis of presentation. The above statement does not require an audit of historical unadjusted financial information, the adaptation of policies of Marathon Oil Norway AS with the accounting policies of the Company, or the assumptions summarized in section 12.6 of the Prospectus. Accordingly, for purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the unaudited pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information, including any adjustments made to conform accounting policies, or assumptions used in compiling the unaudited pro forma financial information. Our work has consisted primarily of comparing the underlying historical financial information used to combine the unaudited pro forma financial information to source documentation, assessing documentation supporting any pro forma and other adjustments and discussing the unaudited pro forma information with the Company. The purpose of unaudited pro forma financial information included in a prospectus is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity as if the event had occurred or the transaction had been 2 B 2

Det norske oljeselskap ASA undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction would have been as presented. A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Company in the compilation of the unaudited pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether: The related pro forma adjustments give appropriate effect to those criteria; The unaudited pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information; and The basis is consistent with the accounting policies of the Company. The procedures selected depend on the practitioner's judgment, having regard to the practitioner's understanding of the nature of the Company, the event or transaction in respect of which the unaudited pro forma financial information has been compiled, and other relevant engagement circumstances. The engagement also involves evaluating the overall presentation of the unaudited pro forma financial information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, a) the unaudited pro forma financial information has been compiled on the basis stated in section 12.6 of the Prospectus b) the basis is consistent with the accounting policies of the Company 3 B 3

Det norske oljeselskap ASA Report on Other Legal or Regulatory Requirements This report has been prepared solely in connection with the Company s acquisition of 100 per cent of the shares in Marathon Oil Norway AS and the related rights issue in Norway and the listing of shares on the Oslo Stock Exchange and is included in the prospectus dated 9 July 2014 which is approved by the Financial Supervisory Authority of Norway. This report is not appropriate for any other jurisdiction than the EU and EEA and should not be used or relied upon for any purpose other than to comply with Annex II, item 7 of EU Commission Regulation (EC) No 809/2004 which is incorporated in the Securities Trading Act (Norway) Oslo, 9 July 2014 KPMG AS Mona Irene Larsen State Authorised Public Accountant 4 B 4

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APPENDIX C ANNUAL ACCOUNTS 2013 OF MARATHON OIL NORGE AS C 1

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To the Annual Shareholders' Meeting of Marathon Oil Norge AS Independent auditor s report Report on the Financial Statements We have audited the accompanying financial statements of Marathon Oil Norge AS, which comprise the balance sheet as at 31 December 2013, and the income statement, showing a profit of NOK 2 446 800 814 and cash flow statement, for the year then ended, and a summary of significant accounting policies and other explanatory information. The Board of Directors and the Managing Director s Responsibility for the Financial Statements The Board of Directors and the Managing Director are responsible for the preparation and fair presentation of these financial statements in accordance with Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and for such internal control as the Board of Directors and the Managing Director determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation ofthe financial statements. We believe that the audit evidence we have obtained is sufficient and appropri ate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements are prepared in accordance with the law and regulations and give a true and fair view of the financial position of Marathon Oil Norge AS as at 31 December 2013, and its financial performance and its cash flows for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway. PricewaterhouseCoopers AS, Kanalsletta 8, Postboks 8017, NO-4068 Stavanger T: 02316, org. no.: 987 009 713 MVA, www.pwc.no Statsautoriserte autoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap C 17

Independent auditor's report - 2013 - Marathon Oil Norge AS, page 2 Report on Other Legal and Regulatory Requirements Opinion on the Board of Directors report Based on our audit of the financial statements as described above, it is our opinion that the information presented in the Board of Directors report concerning the financial statements, the going concern assumption and the proposal for the allocation of the profit is consistent with the financial statements and complies with the law and regulations. Opinion on Registration and Documentation Based on our audit of the financial statements as described above, and control procedures we have considered necessary in accordance with the International Standard on Assurance Engagements ISAE 3000 Assurance Engagements Other than Audits or Reviews of Historical Financial Information, it is our opinion that management has fulfilled its duty to produce a proper and clearly set out registration and documentation of the company s accounting information in accordance with the law and bookkeeping standards and practices generally accepted in Norway. Stavanger, 19 March 2014 PricewaterhouseCoopers AS Henrik Zetliz Nessler State Authorised Public Accountant (Norway) Note: This translation from Norwegian has been prepared for information purposes only. (2) C 18

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APPENDIX D SUBSCRIPTION FORM Det norske oljeselskap ASA RIGHTS ISSUE SUBSCRIPTION FORM Securities no. ISIN NO 0010345853 General information: The terms and conditions of the Rights Issue by Det norske oljeselskap ASA (the Company ) are set out in the prospectus dated 9 July 2014 (the Prospectus ). Terms defined in the Prospectus shall have the same meaning in this Subscription Form. The notice of, and minutes from, the Extraordinary General Meeting of 3 July 2014 and the minutes from the board meeting on 9 July 2014, the Company s Articles of Association and the annual accounts and annual reports for the last two years are available at the Company s website www.detnor.no. The resolution to increase the share capital by the Extraordinary General Meeting is included in the Prospectus. All announcements referred to in this Subscription Form will be made through Oslo Børs information system under the Company s ticker DETNOR. Subscription procedures: The subscription period is from 09:00 hours (CET) on 15 July 2014 to 16:30 hours (CET) on 29 July 2014 (the Subscription Period ). Correctly completed Subscription Forms must be received by one of the subscription offices before the end of the Subscription Period at one of the following addresses: DNB Markets, Registrar Department, Dronning Eufemias gate 30, N-0021 Oslo, Norway, E-mail: retail@dnb.no; Nordea Markets, Middelthunsgate 17, P.O. Box 1166 Sentrum, N-0107 Oslo, Norway, Fax: +47 22 48 63 49; or Skandinaviska Enskilda Banken, Filipstad Brygge 1, P.O. Box 1843 Vika, N-0123 Oslo, Norway, (the Subscription Offices ). 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 discretion of the Joint Bookrunners on behalf of the Company. Subscribers who are residents of Norway with a Norwegian personal identification number may also subscribe for Offer Shares through the VPS online subscription system by following the link on any of the following websites: www.dnb.no/emisjoner, www.nordea.no/detnor, www.seb.no. Subscriptions made through the VPS online subscription system must be duly registered before the expiry of the Subscription Period. Neither the Company nor any of the Joint Bookrunners 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 Subscription Offices. Subscriptions are irrevocable and binding upon receipt and cannot be withdrawn, cancelled or modified by the subscriber after having been received by a Subscription Office, or in the case of subscriptions through the VPS online subscription system, upon registration of the subscription. Subscription Price: The Subscription Price in the Rights Issue is NOK 48.50 per Offer Share. Subscription Rights: Registered holders of the Company s shares (the Existing Shareholders ) as appearing in the VPS as of the expiry of 14 July 2014 (the Record Date ) will be granted Subscription Rights giving a preferential right to subscribe for, and be allocated, the Offer Shares. Each Existing Shareholder will be granted 11 Subscription Rights for every 25 Shares registered with the respective Existing Shareholder on the Record Date. The number of Subscription Rights granted to each Existing Shareholder will be rounded down to the nearest whole Subscription Right. Subscription Rights will not be granted for the Shares held in treasury by the Company. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Offer Share in the Rights Issue. Over-subscription and subscription without Subscription Rights is permitted. Subscription Rights not used to subscribe for Offer Shares before the end of the Subscription Period or not sold before 16:30 hours (CET) on 24 July 2014 will have no value and will lapse without compensation to the holder. 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 on 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 is expected to be distributed in a letter from the VPS on or about 30 July 2014. Subscribers who have access to investor services through an institution that operates the subscriber s VPS account should be able to see how many Offer Shares they have been allocated from 12:00 hours (CET) on or about 31 July 2014. Payment: In completing this Subscription Form, or registering a subscription through the VPS online subscription system, subscribers authorise DNB Markets (on behalf of the Joint Bookrunners) to debit the subscriber s Norwegian bank account for the total subscription amount payable for the Offer Shares allocated to the subscriber. Accounts will be debited on or about 4 August 2014 (the Payment Date ), and there must be sufficient funds in the stated bank account from and including the date falling 2 banking days prior to the Payment Date. Subscribers who do not have a Norwegian bank account must ensure that payment for the allocated Offer Shares is made on or before the Payment Date. Details and instructions can be obtained by contacting DNB Markets, telephone: +47 23 26 81 01. DNB Markets (on behalf of the Joint Bookrunners) is only authorised to debit each account once, but reserves the right (but has no obligation) to make up to three debit attempts through 13 August 2014 if there are insufficient funds on the account on the Payment Date. Should any subscriber have insufficient funds in his or her account, should payment be delayed for any reason, if it is not possible to debit the account or if payments for any other reasons are not made when due, overdue interest will accrue and other terms will apply as set out under the heading Overdue and missing payments below. 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): (For broker: consecutive no.): SUBSCRIPTION RIGHT S SECURITIES NUMBER: ISIN NO 0010714892 Subscription Price per Offer Share: NOK 48.50 Subscription amount to be paid: NOK IRREVOCABLE AUTHORISATION TO DEBIT ACCOUNT (MUST BE COMPLETED BY SUBSCRIBERS WITH A NORWEGIAN BANK ACCOUNT) Norwegian bank account to be debited for the payment for Offer Shares allocated (number of Offer Shares allocated x NOK 48.50). (Norwegian bank account no.) I/we hereby irrevocably (i) subscribe for the number of Offer Shares specified above subject to the terms and conditions set out in this Subscription Form and in the Prospectus, (ii) authorise and instruct each of the Joint Bookrunners (or someone appointed by them) acting jointly or severally to take all actions required to transfer such Offer Shares allocate to me/us to the VPS Registrar and ensure delivery of the beneficial interests to such Offer Shares to me/us in the VPS, on my/our behalf, (iii) authorise DNB Markets to debit my/our bank account as set out in this Subscription Form for the amount payable for the Offer Shares allotted to me/us, and (iv) confirm and warrant to have read the Prospectus and that I/we are eligible to subscribe for Offer Shares under the terms set forth therein. Place and date must be dated in the Subscription Period. Binding signature The subscriber must have legal capacity. When signed on behalf of a company or pursuant to an authorisation, documentation in the form of a company certificate or power of attorney must be enclosed. INFORMATION ON THE SUBSCRIBER ALL FIELDS MUST BE COMPLETED First name Surname/company Street address Post code/district/ country Personal ID number/ organization number Nationality E-mail address Daytime telephone number D 1

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 Joint Bookrunners must categorize all new clients in one of three categories: eligible counterparties, professional clients and nonprofessional clients. All subscribers in the Rights Issue who are not existing clients of one of the Joint Bookrunners will be categorized as non-professional clients. Subscribers can, by written request to a Joint Bookrunner, ask to be categorized as a professional client if the subscriber fulfils the applicable requirements of the Norwegian Securities Trading Act. For further information about the categorization, the subscriber may contact DNB Markets (DNB Markets, KSC - Customer Administration, P.O. Box 7100, NO5020 Bergen, Norway or www.dnb.no/en/mifid), Nordea Markets, Middelthuns gate 17, P.O. Box 1166 Sentrum, N-0107 Oslo, Norway, phone +47 22 48 50 00 or Skandinaviska Enskilda Banken, Filipstad Brygge 1, P.O. Box 1843 Vika, 0123 Oslo, Norway, phone +47 22 82 70 00. 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 subscribe for Offer Shares is drawn to Section 21 Selling and Transfer Restrictions of the Prospectus. The Company is not taking any action to permit a public offering of the Subscription Rights or the Offer Shares (pursuant to the exercise of the Subscription Rights or otherwise) 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 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 or other consent or need to observe any other formalities to enable them to subscribe for Offer Shares. It is the responsibility of any person wishing to subscribe for Offer Shares under the Rights Issue 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 registered, and will not be registered, under the United States Securities Act of 1933, as amended (the U.S. Securities Act ), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, exercised, pledged, resold, granted, delivered, allocated, taken up, transferred or delivered, directly or indirectly, within the United States, 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 securities laws of any state or other jurisdiction of the United States. The Subscription Rights and Offer Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or Hong Kong and may not be offered, sold, exercised, pledged, resold, granted, allocated, taken up, transferred or delivered, directly or indirectly, in or into Australia, Canada, Japan or Hong Kong or in any other jurisdiction in which it would not be permissible to offer the Subscription Rights or the Offer Shares. A notification of exercise of Subscription Rights and subscription of Offer Shares in contravention of the above restrictions may be deemed to be invalid. By subscribing for 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 for the Offer Shares, have complied with the above selling restrictions. Persons effecting subscriptions on behalf of any person located in the United States will be responsible for confirming that such person, or anyone acting on its behalf, has executed the investor letter in the form to be provided by a Joint Bookrunner upon request. Execution Only: The Joint Bookrunners will treat the Subscription Form as an execution-only instruction. The Joint Bookrunners are 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 Joint Bookrunners there is a duty of secrecy between the different units of each of the Joint Bookrunners as well as between the Joint Bookrunners and the other entities in the Joint Bookrunners respective groups. This may entail that other employees of the Joint Bookrunners or the Joint Bookrunners respective groups may have information that may be relevant to the subscriber and to the assessment of the Offer Shares, but which the Joint Bookrunners will not have access to in their capacity as Joint Bookrunners for the Rights Issue. Information barriers: The Joint Bookrunners are securities firms that offer a broad range of investment services. In order to ensure that assignments undertaken in the Joint Bookrunners corporate finance departments are kept confidential, the Joint Bookrunners other activities, including analysis and stock broking, are separated from the respective Joint Bookrunners corporate finance departments by information walls. Consequently the subscriber acknowledges that the Joint Bookrunners analysis and stock broking activity may conflict with the subscriber s interests with regard to transactions in the Shares, including the Offer Shares. VPS account and mandatory anti-money laundering procedures: The Rights Issue 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 one of the Joint Bookrunners must verify their identity to one of the Joint Bookrunners 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 a Joint Bookrunner. 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 Rights Issue 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 authorised VPS registrars, who can be Norwegian banks, authorised 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 authorised 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 authorisation 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 authorisation 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 authorise 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 authorisation 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 authorisation 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 and missing payments: 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; 9.5% per annum as of the date of the Prospectus. If a subscriber fails to comply with the terms of payment, the Offer Shares will, subject to the restrictions in the Norwegian Public Limited Liability Companies Act, not be delivered to the subscriber. Pursuant to a payment guarantee agreement entered into by the Underwriters and the Company, the Underweriters will, subject to the terms and conditions of the payment guarantee, pre-fund payment for any Offer Shares not paid by the subscribers when due. The non-paying subscribers will remain fully liable for payment of the Offer Shares allocated to them, irrespective of any payment by the Underwriters under the payment guarantee. The Offer Shares allocated to such subscribers will be transferred to a VPS account operated by DNB Markets on behalf of the Underwriters and will be transferred to the non-paying subscriber when payment of the subscription amount for the relevant Offer Shares is received. The Underwriters reserve the right to, at any time and at the risk and cost of the subscriber, re-allot, cancel or reduce the subscription and the allocation of the allocated Offer Shares, or, if payment has not been received by the third day after the Payment Date, without further notice sell, assume ownership to or otherwise dispose of the allocated Offer Shares in accordance with applicable law. If Offer Shares are sold on behalf of the subscriber, such sale will be for the subscriber s account and risk and the subscriber will be liable for any loss, costs, charges and expenses suffered or incurred by the Company and/or the Underwriters as a result of, or in connection with, such sales. The Company and/or the Underwriters may enforce payment for any amounts outstanding in accordance with applicable law. D 2

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APPENDIX E FIRST QUARTER 2014 INTERIM FINANCIAL INFORMATION AND ACCOMPANYING INDEPENDENT AUDITOR S REVIEW REPORT Table of contents First quarter summary...3 Summary of financial results and operating performance...5 Financials...6 Field performance and oil prices...6 Health, safety and the environment...6 PDO approved projects...7 Other projects...7 Exploration...7 Business development...8 Other issues...8 Events after the quarter...8 Outlook...10 Financial Statements...11 First quarter 2014 report 2 2 First quarter report Trondheim, July 09, 2014 Restated E 1

On 21 January, Det norske was awarded six new licenses in the APA 2013, of which two as operator. On 2 January, Det norske announced oil discoveries in two targets at Askja in PL 272. Exploration well 30/11-9 S encountered a 90 metre gas column and appraisal well 30/11-9 A encountered a 40 metre oil column. Key events after the quarter On July 8, Det norske signed a senior secured seven-year USD 3.0 billion reserve-based lending facility On July 3, the Extraordinary General Meeting resolved the proposed rights issue On 30 June, Det norske announced a unit agreement for the Ivar Aasen field and a 35 percent increase in recoverable reserves On 26 June, Det norske announced a swap agreement with E.ON that increased Det norske s interest in PL457 by 20 percent On 20 June, Det norske announced that well 6507/5-7 on the Terne prospect did not encounter hydrocarbons On 17 June, Det norske announced that the company had signed an agreement to swap 10 percent of PL554/B/C containing the Garantiana discovery for a 20 percent interest in PL457 containing the Asha discovery On 2 June, Det norske announced that the company had entered into an agreement to acquire Marathon Oil Norge AS for a cash consideration of USD 2.1 billion On 2 June, Det norske announced that the Board of Directors had proposed a fully underwritten rights issue of USD 500 million in new equity On 27 May, Det norske announced that well 31/2-21S on the Gotama prospect did not encounter reservoir quality sandstones in the Upper Jurassic main target On 29 April, Det norske announced that the Geitungen sidetrack encountered a 12-metre oil-bearing interval of medium good reservoir. First quarter 2014 report 4 First quarter 2014 report 4 Report for the first quarter 2014 First quarter summary This report replaces the first quarter financial reporting announced by Det norske oljeselskap ASA ( Det norske or the company ) 30 April 2014. The reissuance of these condensed interim financial statements has been triggered by a rights offering involving the preparation of a prospectus in connection to the acquisition of Marathon Oil Norge AS (refer to note 21), including an ISRE 2410 limited review performed by the Company's independent auditor. As a result, the Company evaluated events subsequent to the original approval date of 30 April 2014 by the board of directors of the Q1 2014 interim financial statements for new information that, if known at the original approval date, would have resulted in adjustments to the financial statements and for other information that would have resulted in additional disclosures. These events have been considered through the date of this report. Subsequent events which have occurred since 30 April 2014 that have resulted in additional disclosures are described in note 21. There has been one matter which has resulted in the recognition of an impairment charge on the Jette field, during the three months ended 31 March 2014, as described in note 4. (All figures in brackets apply to the first quarter 2013) Det norske reported revenues of NOK 158 (80) million in the first quarter. Exploration expenses amounted to NOK 110 (234) million, contributing to an operating loss of NOK 268 (251) million. Net financial expenses were NOK 60 (32) million. Net result for the first quarter was NOK -16 (-20) million, following a tax income of NOK 313 (262) million. Det norske s four producing assets Jette, Atla, Varg and Jotun produced 2,895 boepd on average during the quarter, with about half of this coming from Jette. The average realized oil price was USD 107 (112) per barrel. The Ivar Aasen development project, where Det norske is operator with a 35 percent interest, is on schedule. Fabrication has commenced on the living quarters at Stord, the jacket in Sardinia and the topside in Singapore. On the Johan Sverdrup project, the formal partner decision to pass Decision Gate 2 (DG2) was made. The plan is to submit a Plan for Development and Operations (PDO) that can be approved by the Norwegian Parliament in the first half of 2015, with first oil production in late 2019. The pre-unit operator Statoil has estimated gross field contingent resources in the range of 1,800 to 2,900 million barrels of oil equivalents. In the first quarter, an appraisal well on Geitungen encountered a gross oil column of six metres and subsequently a sidetrack well was drilled approximately 1 km to the southwest. Additionally, Det norske participated in the drilling of two wildcat exploration wells in the quarter. On the Trell prospect in the North Sea, a small oil discovery was made. The Langlitinden prospect in the Barents Sea encountered oil-bearing channel sands, but Det norske deems the discovery non-commercial. Key events during the first quarter 2014 On 27 March, Det norske announced that the appraisal well in the Geitungen part of the Johan Sverdrup field encountered oil believed to represent the Statfjord formation. A planned sidetrack was also announced (see events after the quarter). On 21 March, Det norske s Corporate Assembly re-elected Tom Røtjer and elected Gro Kielland as members of the Board of Directors. On 21 February, Det norske announced a small oil discovery at the Trell prospect in PL 102F in the North Sea. On 21 February, Det norske announced that well 7222/11-2 encountered sub-commercial volumes in the Langlitinden prospect in PL 659 in the Barents Sea. On 13 February, pre-unit operator Statoil provided an update on the concept selection for Johan Sverdrup. The field will be developed in multiple phases and full field production capacity is expected to be in the range 550,000 to 650,000 barrels of oil equivalents On 21 January, Det norske announced that Gro G. Haatvedt had been appointed as the new SVP Exploration in Det norske. She comes from the job as SVP Exploration for the NCS in Statoil. First quarter 2014 report 3 First quarter 2014 report 3 E 2

Financials First quarter accounts Operating revenues in the first quarter was NOK 158 (80) million. The main cause of increase is that Jette commenced production in the second quarter 2013. Production in the quarter increased by 50 percent from 1,929 barrels of oil equivalents per day (boepd) in the first quarter 2013 to 2,895 boepd this quarter. Jette accounted for 1,458 (0) boepd and Atla for 750 (1,253) boepd. Exploration expenses amounted to NOK 110 (234) million. The company expensed costs relating to the Langlitinden well in PL 659 as well as other exploration costs. The operating loss increased to NOK 268 (251) million, as a result of an impairment on the Jette field. Net financial expenses in the first quarter amounted to NOK 60 (32) million. The net profit/(loss) for the period was NOK -16 (-20) million after a tax income of NOK 313 (262) million. This translates to a tax rate of 95 percent due to uplift, a special income deduction in the basis for calculation of petroleum tax, on previous years investments. Net cash flow from operating activities was NOK -489 (-267) million. Net cash flow from investment activities amounted to NOK -707 (-699) million, mainly caused by investments in fields under development. Net cash flow from financing activities totalled NOK 308 (548) million as the company had net withdrawal of debt. The company s cash and cash equivalents amounted to NOK 821 (736) million as of 31 March. Tax receivables for disbursement in December 2014 amounted to NOK 1,417 (1,278) million and tax receivable for disbursement in December 2015 amounted to NOK 148 (261) million. The equity ratio as of 31 March was 30.3 (42.3) percent. Discoveries and fields under development contributed to a total asset balance of NOK 10,467 (8,794) million as of 31 March. Field performance and oil prices Det norske produced 260,569 barrels of oil equivalents (boe) in the first quarter of 2014. This corresponds to 2,895 (1,929) boepd. The average realized oil price was USD 107 (112) per barrel, while gas revenues were recognised at market value of NOK 2.3 (2.3) per standard cubic metre (scm). Jette (70 percent operator) came on stream in May 2013 and produced 1,458 boepd net on average in the first quarter, accounting for 50 percent of total production. During March, Jette s main producer was shut for 10 days and the other well for four days. This was to test whether more optimal production could be achieved by producing one well at a time in order to reduce watercut and allow pressure build-up. For the time being, it has proved more effective to continue to produce from both wells simultaneously. In the second quarter, the Jette field has had stable operations from both wells. However, following a revision of the Jette reservoir, the estimate for ultimate recoverable reserves has been reduced from about 5 mmboe to 3.3 mmboe. Atla (10 percent partner) produced 750 (1,253) boepd net on average in the first quarter and accounted for 26 percent of the total production. Atla s production was somewhat restricted in January and February 2014 due to priority to the Skirne field, but was stable in March. Varg (5 percent partner) produced 500 (425) boepd net to Det norske in the first quarter, or 17 percent of total production. Gas export commenced from the field in early February 2014. The gas is exported through the Rev gas field to the Armada platform and transported to the UK via the CATS pipeline. The average production rate on Jotun (7% partner) was 188 (209) boepd net to Det norske in the first quarter, which represented about 6 percent of total production. Production remained stable during the quarter. Health, safety and the environment The company is devoted to securing that all its projects are developed under the highest HSE standards in the oil industry. First quarter 2014 report 6 During the first quarter, Det norske drilled the PL 659 Langlitinden exploration well in the Barents Sea. One notification was made to the Petroleum Safety First quarter 2014 report 6 Summary of financial results and operating performance MNOK= NOK million Q1 14 Q4 13 Q3 13 Q2 13 Q1 13 2013 Jette (boepd), 70% 1 458 2 710 4 378 3 594 0 2 683 Atla (boepd), 10% 750 1 031 981 1 446 1 253 1 177 Varg (boepd), 5% 500 412 377 398 425 403 Glitne (boepd), 10% 0 0 0 0 43 11 Enoch (boepd), 2% 0 0 0 0 0 0 Jotun Unit (boepd), 7% 188 175 204 175 209 191 Total production (boepd) 2 895 4 328 5 940 5 613 1 929 4 463 Oil and gas production (Kboe) 261 398 547 511 174 1 629 Oil price realised (USD/barrel) 107 109 112 103 112 107 Operating revenues (MNOK) 158 254 324 286 80 944 EBITDA (MNOK) -12-400 -348-127 -216-1 091 Cash flow from production (MNOK) 112 151 269 227 37 684 Exploration expenses (MNOK) 110 544 588 271 234 1 637 Total exploration expenditures (expensed 151 and capitalised) (MNOK) 400 581 373 306 1 659 Operating loss (MNOK) -268-1 182-518 -277-251 -2 227 Net profit/loss(-) for the period (MNOK) -16-329 -158-41 -20-548 No of licences (operatorships) 77 (27) 80 (33) 74 (30) 72 (30) 69 (28) 80 (33) First quarter 2014 report 5 First quarter 2014 report 5 E 3

Trell PL 102F (10 percent, partner) Drilling of exploration well 25/5-9 on the Trell prospect in the North Sea was completed in February this year. The well encountered a gross oil column of 21 meters in the Heimdal formation, of which 19 meters had good reservoir quality. Basic data acquisition and sampling indicate very good production properties, in line with expectations. Preliminary estimates indicate between 0.5 and 2.0 million standard cubic meters of recoverable oil. The licensees will evaluate the discovery together with other nearby prospects and consider further follow-up. Langlitinden PL 659 (20 percent, operator) Drilling of exploration well 7222/11-2 on the Langlitinden prospect in the Barents Sea was completed in February this year. The well encountered an oil-bearing channel sand of Triassic age. Extensive data sampling, including cores, wireline logs and fluid samples have been performed. Hydrocarbons were proved in the main target for the well, but a mini-drillstem test proved poor reservoir properties. Det norske is of the opinion that the volumes proven in this well, as of today, are insufficient to justify a field development. APA 2013 In the Awards in Predefined Areas (APA) 2013, Det norske was awarded six new licenses, of which two as operator. All six licenses are located in the North Sea. New SVP Exploration In January 2014, Gro Haatvedt accepted an offer to become Senior Vice President Exploration in Det norske oljeselskap ASA. Haatvedt was previously Senior Vice President for Exploration on the Norwegian Continental Shelf in Statoil. Business development As part of a continuous program to optimise its portfolio, Det norske relinquishes exploration licenses, and farms in and out of licenses on a regular basis. In the fourth quarter 2013, Det norske entered into an agreement with Atlantic Petroleum Norge AS concerning the sale of a 10 percent interest in PL 659 in First quarter 2014 report 8 the Barents Sea. The licence contains the Langlitinden prospect, which drilled in the first quarter. Det norske is the operator and holds 20 percent in the license following the transaction. As compensation, Atlantic Petroleum carried part of Det norske s drilling costs related to the exploration well. Other issues Det norske s Corporate Assembly in March re-elected Tom Røtjer as member of the Board of Directors and elected Gro Kielland, formerly CEO of BP Norway, as new member of the Board of Directors in replacement of Maria Moræus Hanssen, who resigned from the Board of Directors in the autumn of 2013. Events after the quarter Johan Sverdrup appraisal In the Geitungen sidetrack well, a 12-metre oil-bearing sandstone / siltstoneinterval of medium good reservoir development was encountered in the Draupne formation. The well was drilled to a vertical depth of 1 971 metres and was terminated in basement rocks. Extensive data acquisition and sampling have been carried out in both wells. The well results will be incorporated into the Johan Sverdrup field development work. Authorisation for share capital increase The General Assembly in April gave the Board of Directors an authorisation to increase the share capital, in one or more rounds, by a total of up to NOK 14,070,730. The Board of Directors were also authorised to acquire up to NOK 14,070,736 in treasury shares. The mandates are valid to the ordinary general meeting in 2015, but no later than June 30, 2015. Business development In the second quarter 2014, Det norske entered into an agreement with Petrolia Norway AS to farm out 10 percent of PL558 for a partial carry agreement. The transaction is approved by the partnership, pending approval by the authorities. In June, Det norske entered into an agreement with Spike Exploration to swap a 10 percent interest in licence 554/B/C containing the Garantiana oil discovery for a 20 percent interest in license 457 containing parts of the Ivar Aasen deposit. Licence 457 is located adjacent and to the east of licence First quarter 2014 report 8 Authority to inform that Det norske had to leave a radioactive source in the well as it got stuck and was not possible to retrieve. The Environmental Directorate carried out an audit of Det norske during the drilling operations, without finding any deviations. In February 2014, the Ivar Aasen project experienced a near-miss hazardous situation with a dropped object at a yard on contract with Det norske. Det norske has investigated the incident and measures have been implemented. PDO approved projects Ivar Aasen PL 001B/242/028B (35 percent, operator) The Ivar Aasen field development project is progressing according to schedule towards planned start up in Q4 2016. Ivar Aasen is being developed with a steel jacket platform. The topside will include living quarters and a processing facility for first stage separation. The detailed engineering for the topside is being carried out by Mustang Engineering outside London, UK. First steel cutting for jacket and topside fabrication was performed in November 2013 and in March 2014 for the living quarter. In December 2012, the partners in PL 457 encountered oil in the 16/1-16 and 16/1-16A wells. PL 457 is located adjacent and to the east of Ivar Aasen. The Ivar Aasen partners have signed a pre-unitization agreement with the partners in PL 457. The agreement allows for a coordinated development of the discoveries and sets out principles for the work processes towards an initial unitization split. The unitization agreement was finalised in June 2014 (refer to events after the quarter section below). Gina Krog PL 029B/029C/048/303 (3.3 percent partner) The Gina Krog field is progressing according to schedule with planned start up in 2017. The development plan for the field includes a steel jacket and integrated topside with living quarters and processing facilities. Oil from Gina Krog will be exported to the markets with shuttle tankers while exit for the gas is via the Sleipner platform. Other projects Johan Sverdrup PL 265 (20 percent, partner) & PL 502 (22.22 percent, partner) Statoil, as the pre-unit operator on the Johan Sverdrup field, announced the key parts of the field concept selection in February 2014, as Decision Gate 2 (DG2) for the first development phase was passed in the Johan Sverdrup preunit partnership. The concept for future phases will be decided in a separate process after the phase 1 PDO. Statoil communicated full field production capacity is expected to be in the range 550,000 to 650,000 barrels of oil equivalents and gross field recoverable contingent resources between 1,800 and 2,900 million barrels oil equivalents. Total investments for the first phase are estimated to be between NOK 100 and 120 billion, including contingencies and provisions for market adjustments. Phase 1 has capacity to produce more than 70% of the resources. The plan is to submit a Johan Sverdrup PDO to the authorities by the first quarter of 2015, with first oil expected in the fourth quarter of 2019. A unitization negotiation process has commenced between the Johan Sverdrup licensees and will be finalised at the same time as the PDO. During the first quarter an appraisal well (16/2-19) was drilled on Geitungen on the northern margin of the Johan Sverdrup field in PL 265. The well encountered six metres of oil-bearing sandstone of medium to good quality assumed to constitute part of the Statfjord group. The well was drilled to a vertical depth of 2,024 metres and was terminated in basement rocks. Following this, the partnership decided to drill a sidetrack well approximately 1 km to the southwest with the objective to clarify the northern extent of the Johan Sverdrup main reservoir of the Draupne formation sandstones. Exploration During the quarter, the company s cash spending on exploration was NOK 151 million, of which NOK 110 million was recognised as exploration expenses. First quarter 2014 report 7 First quarter 2014 report 7 E 4

After the transaction, Det norske will have 202 mmboe in 2P reserves (end 2013). In addition, the combined Company will have contingent resources amounting to 101 mmboe, excluding Johan Sverdrup. Further identified upside in Marathon s portfolio is estimated at approximately 80 million boe. Combined 2013 production for the two companies amounted to approximately 84 thousand boe per day, making Det norske one of the largest listed independent E&P companies in Europe in terms of output. Det norske secured a fully committed and underwritten acquisition loan facility for the full cash consideration. This facility was provided by BNP PARIBAS, DNB, Nordea and SEB. On July 8, 2014 the Company signed a reservebased lending facility ( RBL Facility ), fully underwritten by the same banks. The RBL Facility is a senior secured seven-year USD 3.0 billion facility and includes an additional uncommitted accordion option of USD 1.0 billion. This long-term facility will replace the USD 2.2 billion acquisition bridge facility upon closing of the Marathon Oil Norway acquisition and refinance Det norske's current revolving credit facility. As an integral component of the long-term financing plan, the company will strengthen its equity base by issuing the NOK equivalent of USD 500 million in new equity through a rights issue. The company s largest shareholder Aker Capital AS has pre-committed to subscribe for its 49.99% pro rata share of such rights issue. The remaining 50.01% is fully underwritten by a consortium of banks. With this equity issue, the company has secured the financing of its current work program until first production from the Johan Sverdrup field. The rights issue was resolved at an Extraordinary General Meeting on July 3, 2014 and the subscription period is expected to commence in mid-july. Outlook The acquisition of Marathon Norway is a transformational transaction for Det norske. Marathon Norway s material portfolio of oil-producing assets, together with Det norske s development projects, provide a diversified and balanced asset base and creates a strong platform for future organic growth. Work to integrate the two organisations is well underway and closing of the transaction is expected in the fourth quarter 2014. With the new reserve-based lending facility and the upcoming equity issue, the company has secured the financing of its current work program until first production from the Johan Sverdrup field. Ivar Aasen and Johan Sverdrup are the most important field development projects for Det norske and both projects are progressing according to plan. The unitisation discussions at Johan Sverdrup are ongoing. Based on current plans, Det norske will participate in around 10 exploration wells through 2014. Det norske will further revisit its exploration strategy going forward in light of the Marathon acquisition. The acquisition of Marathon Norway will increase Det norske s financial robustness and its ability to absorb the impact of any changes in future capital spend. This will improve the company s credit profile and reduce the cost of capital. After the acquisition Det norske will have more than 450 employees. No redundancies are expected as a result of the transaction given the breadth of opportunities across the growing organisation The completion of the transaction is subject to approval by the relevant Norwegian and European Union authorities. First quarter 2014 report 10 First quarter 2014 report 10 001B (Ivar Aasen, DETNOR 35 percent and operator) on the Utsira High in the North Sea. Following drilling of the Asha discovery in late 2012 it was established that Ivar Aasen extends into licence 457. The transaction is subject to approval from the relevant authorities. Moreover, Det norske subsequently signed an agreement with E.ON E&P Norge AS (E.ON) in June to swap two exploration licenses plus a cash consideration for a 20 percent interest in license 457. After completion of the agreement and the Spike transaction, Det norske will hold 40 percent in PL457. As a result of the transaction, the company s share in license 613 in the Barents Sea decreases from 35 percent to 20 percent and the company s share in license 676 S in the North Sea decreases from 20 percent to 10 percent. Ivar Aasen unitisation and increased volumes In June, Det norske signed a unit agreement for the Ivar Aasen development on the Utsira High in the North Sea with the licencees in PL001B, PL242, PL457 and PL338. Det norske is operator and will have 34.7862 percent interest in the unit, following completion of the announced acquisition of 40 percent interest in PL457 from Spike Exploration and E.ON E&P Norge AS. The unit comprises the Ivar Aasen and West Cable deposits, while the Hanz deposit remains in PL028B, where Det norske is operator and has 35 percent working interest. Hanz is planned to be developed in phase 2 of the Ivar Aasen development. Det norske estimates that gross proven and probable (P50) reserves for the Ivar Aasen development (including Hanz) are about 210 million barrels of oil equivalents (mmboe), an increase of approximately 35 percent compared to end 2013 P50 reserves. Net to Det norske, this amounts to about 74 mmboe. The reserve increase is a result of the inclusion of volumes from PL457 and PL338, as well as positive results from well 16/1-16 in PL457 and ocean-bed seismic (OBS) processed in conjunction with an updated drainage strategy submitted to the Ministry of Petroleum and Energy on June 30, 2014. The updated drainage strategy has not identified a need for additional wells to develop the Ivar Aasen reserves. Total investments for the Ivar Aasen development are estimated at NOK 27.4 billion (nominal), unchanged from the Plan for Development and Production (PDO). The Ivar Aasen field development project is progressing according to schedule towards a planned start-up in the fourth quarter 2016. Partners in the development are Statoil, Bayerngas, Wintershall, VNG, Lundin and OMV. Exploration Drilling of exploration well31/2-21 S on the Gotama prospect in PL550 offshore Norway was completed in May. The well did not encounter reservoir quality sandstones in the Upper Jurassic main target. The well encountered reservoir quality sandstones in secondary targets, but these were water wet. Det norske held a 10 percent carried interest in the well. Drilling of exploration well 6507/5-7 on the Terne prospect in PL558 in the Norwegian Sea was completed in June. The well did not encounter hydrocarbons. Det norske farmed out 10 percent in the license for a partial carry agreement with Petrolia Norway AS, retaining a 10 percent partially carried interest in the license. Acquisition of Marathon Oil Norge AS On June 2, 2014 Det norske announced that the Company had entered into an agreement to acquire Marathon Oil Norge AS ( MONAS ) for a cash consideration of USD 2.1 billion. The cash consideration is based on a gross asset value of USD 2.7 billion and is adjusted for debt, net working capital and interest on the net purchase price. The effective date of the transaction is 1 January 2014 and it is expected to close in the fourth quarter 2014, subject to regulatory approvals. Marathon Norway represents an excellent strategic fit for Det norske: Its portfolio of quality assets comes with limited capital expenditure commitments, low historic tax balances and high near-term production that complement the planned production start of Det norske s Ivar Aasen and Johan Sverdrup developments. Marathon Norway s organisation brings significant operational experience from the Alvheim fields, which adds to Det norske s exploration and development capabilities. Marathon Norway s assets are geographically focused and are all producing through the Alvheim FPSO that boasts a robust operating track record. Furthermore, the company s assets are oil rich (80% of the reserves are oil). First quarter 2014 report 9 First quarter 2014 report 9 E 5

CONDENSED STATEMENT OF INCOME CONDENSED STATEMENT TOTAL COMPREHENSIVE OF INCOME INCOME CONDE CONDENSED STATEMENT OF FINANCIAL POSITION Q1 1.1-31.03 Q1 Q1 1.1-31.03 1.1-31.03 (Restated) (Restated) (Restated) (Restated) (Restated) (Restated) (All (All figures figures in NOK in NOK 1,000) 1,000) Note Note 31.03.2014 31.03.2013 31.12.2013 2014 2013 (All figures (All in (All NOK figures 1,000) in in NOK 1,000) 2014 Note Note 31.03.2014 2013 31.03.2013 2014 31.12.2013 2014 2013 2013 (All figures ASSETS Petroleum revenues 2 155 101 78 709 155 101 78 709EQUITY AND Petroleum Profit/loss LIABILITIES revenues for the period -15 783 2 155-20101 326 78-15709 783 155-20101 326 78 709 Profit/loss Other operating revenues 2 3 241 1 630 3 241 1 630 Other operating revenues 2 3 241 1 630 3 241 1 630 Intangible assets Paid-in capital Total comprehensive Total com Goodwill Total operating revenues 4 158 321 342 120 387 80 339 551 158 321342 120 80 339Share capital Total income operating period revenues -1512 783 158 140-20342 707 326 140 80-15339 707 783 158 140-20342 707 326 80 339 income in Capitalised exploration expenditures 4 1 555 348 2 247 718 2 056 100 Share premium 3 089 542 3 089 542 3 089 542 Other intangible assets 4 643 050 660 581 646 299 Deferred Exploration tax asset expenses 7 3 109 795 582 400 233 738 109 630582 423 233 738 Exploration expenses 3 109 582 233 738 109 582 233 738 Production costs 42 949 41 512 42 949 41 512Total paid-in Production equity costs 3 230 42 949 249 3 230 41 512 249 3 230 42 949 249 41 512 Tangible Payroll fixed and payroll-related assets expenses 5 4 559 1 527 4 559 1 527 Payroll and payroll-related expenses 5 4 559 1 527 4 559 1 527 Property, Depreciation plant, and equipment Impairment losses 4 4 4 3 536 88 863 285 167 373 2 486 34 997 607 2 657 88 863 566 167 373 34 997Retained earnings Depreciation Other equity Impairment losses 4 4 88 863 167-57 373 563 34 997 485 600 88 863 167-41373 780 34 997 Financial Other operating assets expenses 5 13 305 19 208 13 305 19 208 Other operating expenses 5 13 305 19 208 13 305 19 208 Long term receivables 10 138 078 67 240 125 432 Total Equity 3 172 687 3 715 849 3 188 470 Calculated Total operating tax receivables expenses 7 426 148 631 004 330 261983 139 426 631 330 983 Total operating expenses 426 631 330 983 426 631 330 983 Other non-current assets 8 282 472 200 559 285 399 Total Operating non-current profit/loss assets 7-268 419 289 757 6-250 311644 395 6-268 722289 340-250 644Provisions Operating for liabilities profit/loss Pension obligations -268 289 36 375-250 644 54 625-268 289 66 512-250 644 Deferred taxes 7 125 113 Inventories Interest income 6 12 145 7 202 12 145 7 202Abandonment Interest provision income 19 6 829 12 145 720 867 7 202 895 828 12 145 529 7 202 Inventories Other financial income 6 34 39 663 549 20 21602 059 340663 880 20 602Provisions Other for other financial liabilities income 6 34 663 696 20 602 325 34 663 780 20 602 Interest expenses 6 86 753 12 748 86 753 12 748 Interest expenses 6 86 753 12 748 86 753 12 748 Receivables Other financial expenses 6 20 530 47 153 20 530 47 153Non current Other liabilities financial expenses 6 20 530 47 153 20 530 47 153 Account receivables 14 128 239 86 452 134 221 Bonds 17 2 475 559 589 939 2 473 582 Other Net short financial term receivables items 9 617-60 475 286-32 337097 720-60 499475 419-32 097Other interest-bearing Net financial debt items 18 2 150-60 475 288 1-32 453097 035 2-60 036475 907-32 097 Short-term deposits 24 375 23 625 24 075 Derivatives 13 48 228 48 693 49 453 Calculated tax receivables Profit/loss before taxes 7 1 416 550-328 764 1 278 297-282 741 1 411 251-328 764-282 741Current liabilities Profit/loss before taxes -328 764-282 741-328 764-282 741 Cash and cash equivalents Short-term loan 15 680 794 969 819 478 050 Cash and cash equivalents 11 821 069 735 706 1 709 166 Trade creditors 218 370 230 398 452 435 Taxes (+)/tax income (-) 7-312 981-262 415-312 981-262 415Accrued public Taxes charges (+)/tax and income indirect (-) taxes 7-312 24 981 457-262 18415 881-3123981 579-262 415 Total current assets 3 047 067 2 482 859 3 819 011 Abandonment provision 19 156 397 147 375 Net profit/loss -15 783-20 326-15 783-20 326Other current Net liabilities profit/loss 16 673-15 783 254-20 719326 684-15 795783 680-20 326 Total liabilities 7 294 137 5 078 405 7 352 882 Weighted average no. of shares outstanding 140 707 363 140 707 363 140 707 363 140 707 363 Weighted average no. of shares outstanding 140 707 363 140 707 363 140 707 363 140 707 363 Weighted average no. of shares fully diluted 140 707 363 140 707 363 140 707 363 140 707 363 Weighted average no. of shares fully diluted 140 707 363 140 707 363 140 707 363 140 707 363 TOTAL Earnings/(loss) ASSETS after tax per share 10 466-0,11 824 8 794-0,14 255 10 541-0,11 352-0,14 TOTAL EQUITY Earnings/(loss) AND LIABILITIES after tax per share 10 466-0,11 824 8 794-0,14 255 10 541-0,11 352-0,14 Earnings/(loss) after tax per share fully diluted -0,11-0,14-0,11-0,14 Earnings/(loss) after tax per share fully diluted -0,11-0,14-0,11-0,14 First quarter 2014 report 12 CONDENSED STATEMENT OF INCOME CONDENSED TOTAL COMPREHENSIVE INCOME Q1 1.1-31.03 Q1 1.1-31.03 (Restated) (Restated) (Restated) (Restated) (All figures in NOK 1,000) Note 2014 2013 2014 2013 (All figures in NOK 1,000) 2014 2013 2014 2013 Petroleum revenues 2 155 101 78 709 155 101 78 709 Profit/loss for the period -15 783-20 326-15 783-20 326 Other operating revenues 2 3 241 1 630 3 241 1 630 Total comprehensive Total operating revenues 158 342 80 339 158 342 80 339 income in period -15 783-20 326-15 783-20 326 Exploration expenses 3 109 582 233 738 109 582 233 738 Production costs 42 949 41 512 42 949 41 512 Payroll and payroll-related expenses 5 4 559 1 527 4 559 1 527 Depreciation 4 88 863 34 997 88 863 34 997 Impairment losses 4 167 373 167 373 Other operating expenses 5 13 305 19 208 13 305 19 208 Total operating expenses 426 631 330 983 426 631 330 983 Operating profit/loss -268 289-250 644-268 289-250 644 Interest income 6 12 145 7 202 12 145 7 202 Other financial income 6 34 663 20 602 34 663 20 602 Interest expenses 6 86 753 12 748 86 753 12 748 Other financial expenses 6 20 530 47 153 20 530 47 153 Net financial items -60 475-32 097-60 475-32 097 Profit/loss before taxes -328 764-282 741-328 764-282 741 Taxes (+)/tax income (-) 7-312 981-262 415-312 981-262 415 Net profit/loss -15 783-20 326-15 783-20 326 Weighted average no. of shares outstanding 140 707 363 140 707 363 140 707 363 140 707 363 Weighted average no. of shares fully diluted 140 707 363 140 707 363 140 707 363 140 707 363 Earnings/(loss) after tax per share -0,11-0,14-0,11-0,14 Earnings/(loss) after tax per share fully diluted -0,11-0,14-0,11-0,14 First quarter 2014 report 11 E 6

CONDENSED STATEMENT OF CASH FLOW Q1 Year (All figures in NOK 1,000) Note 2014 2013 2013 Cash flow from operating activities Profit/loss before taxes -328 764-282 741-2 545 327 Taxes paid during the period -26 585 Tax refund during the period 1 318 430 Depreciation 4 88 863 34 997 470 529 Net impairment losses 4 167 373 666 135 Accretion expenses 19 12 920 9 924 42 765 Losses on sale of license 734 Changes in derivatives 6-2 383 2 708 3 174 Amortization of interest expenses and arrangement fee 6 10 064 9 291 88 458 Expensed capitalized dry wells 3,4 73 601 163 563 1 150 541 Changes in inventories, accounts payable and receivables -226 752-12 661 141 786 Changes in other current balance sheet items -283 796-191 924-394 934 Net cash flow from operating activities -488 876-266 843 915 707 Cash flow from investment activities Payment for removal and decommissioning of oil fields 19-2 706-2 056-36 739 Disbursements on investments in fixed assets 4-589 611-461 186-1 495 709 Disbursements on investments in capitalised exploration expenditures and other intangible assets 4-114 942-236 007-1 358 941 Sale/farmout of tangible fixed assets and licenses 86 472 Net cash flow from investment activities -707 260-699 249-2 804 917 Cash flow from financing activities Repayment of short-term debt 15-1 500 000 Repayment of long-term debt 17,18-290 927-2 185 102 Proceeds from issuance of long-term debt 17,18 398 966 147 616 4 729 297 Proceeds from issuance of short-term debt 15 200 000 400 000 1 400 000 Net cash flow from financing activities 308 039 547 616 2 444 195 Net change in cash and cash equivalents -888 097-418 476 554 985 Cash and cash equivalents at start of period 11 1 709 166 1 154 182 1 154 182 Cash and cash equivalents at end of period 821 069 735 706 1 709 166 Specification of cash equivalents at end of period: Bank deposits, etc. 810 723 725 109 1 693 319 Restricted bank deposits 10 346 10 597 15 847 Cash and cash equivalents at end of period 11 821 069 735 706 1 709 166 First quarter 2014 report 14 CONDENSED STATEMENT OF CHANGES IN EQUITY (All figures in NOK 1,000) Share capital Other paid-in Share premium capital Other comprehensive income Other equity Retained earnings Total other equity Total equity Equity as of 31.12.2012 140 707 3 089 542 3 600 107-2 188-3 091 994 505 926 3 736 175 Total loss for 2013 894-548 600-547 706-547 706 Equity as of 31.12.2013 140 707 3 089 542 3 600 107-1 294-3 640 594-41 780 3 188 469 Profit/loss for the period 1.1.2014-31.03.2014-15 783-15 783-15 783 Equity as of 31.03.2014 140 707 3 089 542 3 600 107-1 294-3 656 377-57 563 3 172 687 First quarter 2014 report 13 E 7

Production Fields under facilities Fixtures and Tangible fixed assets development including fittings, office ** wells machinery Total Book value 31.12.2012 1 364 097 577 290 51 882 1 993 269 Acquisition cost 31.12.2012 3 163 747 1 232 676 126 062 4 522 486 Additions 430 005 90 942 2 209 523 156 Acquisition cost 31.03.2013 3 593 752 1 323 617 128 271 5 045 641 Accumulated depreciation and impairments 31.03.2013 1 799 650 680 125 79 259 2 559 034 Book value 31.03.2013 1 794 102 643 493 49 012 2 486 606 Acquisition cost 31.12.2013 1 647 173 4 399 452 156 375 6 203 000 Additions 567 662 9 635 12 314 589 611 Reclassification 542 047 542 047 Acquisition cost 31.03.2014 2 756 883 4 409 087 168 689 7 334 659 Accumulated depreciation and impairments 31.03.2014 3 700 075 98 299 3 798 374 Book value 31.03.2014 2 756 883 709 012 70 390 3 536 285 Depreciation Q1 2014 81 206 4 361 85 567 Impairments 1.1-31.03.2014 167 373 167 373 Impairment The Company has experienced lower than forecast production on the Jette field, which has led to reassessment and reduction of the reserves. Consequently, Det norske has performed an impairment assessment and has recorded an impairment charge in the first quarter of NOK 167 million before tax. The net after tax effect of this charge is NOK 36 million. The impairment is entirely related to tangible fixed assets. The effect of the impairment is to restate previously reported figures as at and for the three months ended 31 March 2014 as follows: Impairment losses NOK 167 million (previously NOK nil), tax income NOK 313 million (previously NOK182 million), deferred tax asset NOK 795 million (previously NOK 665 million), property plant & equipment NOK 3 536 million (previously NOK 3 704 million), other equity NOK 58 million deficit (previously NOK 21 million deficit). For producing licenses and licenses in the development phase, recoverable amount is estimated based on discounted future after tax cash flows. Future cash flows are calculated on the basis of expected production profiles and estimated proven and probable remaining reserves. The following assumptions have been applied: * discount rate of 8.2 percent nominal after tax * a long term inflation of 2.5 percent * a long term exchange rate of NOK/USD 6.00 * oil prices are based on forward curve Capitalized exploration expenditures are reclassified to "Fields under development" when the field enteres into the development phase. Fields under development are reclassified to "Production facilities" from start of production. Production facilities, including wells, are depreciated in accordance with the Unit of Production Method. Office machinery, fixtures and fittings etc. are depreciated using the straight-line method over their useful life, i.e. 3-5 years. Removal and decommisioning costs are capitalized and included as "Production facilities". Q1 01.01.-31.03 2014 2013 Reconciliation of depreciation in the income statement: 2014 2013 Depreciation of tangible fixed assets 85 567 29 818 85 567 29 818 Depreciation of intangible assets 3 295 5 180 3 295 5 180 Total depreciation in the income statement 88 863 34 997 88 863 34 997 **The Johan Sverdrup Field has entered into the development phase in the first quarter 2014. All costs relating to the development are thus recognised as tangible assets and previously capitalised exploration expenditures have been reclassified accordingly from intangible assets. First quarter 2014 report 16 NOTES (All figures in NOK 1,000) These condensed interim financial statements have been prepared in accordance with the International Financial Reporting Standards as adopted by the EU (IFRS) IAS 34 "Interim Financial Reporting". The interim financial statements do not include all information required by IFRS. These interim financial statements have been subject to a review in accordance with the International Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity. These condensed interim financial statements replace and restate the condensed interim financial statements as at and for the three months ended 31 March 2014 released on 30 April 2014. The reissuancee of these condensed interim financial statements has been triggered by a rights offering involving the preparation of a prospectus in connection to the acquisition of Marathon Oil Norge AS (refer to note 21), including an ISRE 2410 limited review performed by the Comapny's independent auditor. As a result, the Company evaluated events subsequent to the original approval date of 30 April 2014 by the board of directors of the Q1 2014 interim financial statements for new information that, if known at the original approval date, would have resulted in adjustments to the financial statements and for other information that would have resulted in additional disclosures. These events have been considered through the date of this report. Subsequent events which have occurred since 30 April 2014 that have resulted in additional disclosures are described in note 21. There has been one matter which has resulted in the recognition of an impairment charge on the Jette field, during the three months ended 31 March 2014, as described in note 4. Note 1 Accounting principles The accounting principles used for this interim report are in all material respect consistent with the principles used in the Financial statement for 2013. There are some new and amended standards effective from 1 January 2014, as mentioned in the annual report 2013. These standards are implemented in Q1 2014, but do not have material impact on the interim Financial Statements. Note 2 Revenues Breakdown of revenues: 2014 2013 Recognized income oil 128 541 47 299 Recognized income gas 21 891 25 815 Tariff income 4 668 5 595 Total petroleum revenues 155 101 78 709 Breakdown of produced volumes (barrel of oil equivalents): Oil 195 760 85 330 Gas 64 810 88 310 Total produced volumes 260 569 173 639 Other operating revenues (subletting of office space) 3 241 1 630 Q1 Note 3 Exploration expenses Q1 Breakdown of exploration expenses: 2014 2013 Seismic, well data, field studies, other exploration costs 17 222 60 345 Recharged rig costs -47 047-38 418 Exploration expenses from license participation incl. seismic 37 857 37 985 Expensed capitalized wells previous years 13 434 13 993 Expensed capitalized wells this year 60 166 149 570 Payroll and other operating expenses classified as exploration 23 359 8 000 Exploration-related research and development costs 4 590 2 263 Total exploration expenses 109 582 233 738 Note 4 Tangible assets and intangible assets Intangible assets Licenses etc.* Other intangible assets Exploration Software Total exp ** Goodwill Book value 31.12.2012 661 642 3 899 665 541 2 175 492 387 550 Acquisition cost 31.12.2012 1 104 425 45 180 1 149 604 2 175 492 644 570 Additions 219 235 788 Disposals/Expensed dry wells 163 563 Acquisition cost 31.03.2013 1 104 425 45 399 1 149 824 2 247 718 644 570 Acc. depreciation and impairments 31.03.2014 447 333 41 910 489 243 257 019 Book value 31.03.2013 657 093 3 488 660 581 2 247 718 387 551 Acquisition cost 31.12.2013 902 705 48 099 950 804 2 056 100 465 653 Additions 46 46 114 896 Disposals/Expensed dry wells 73 601 Reclassification -542 047 Acquisition cost 31.03.2014 902 705 48 145 950 850 1 555 348 465 653 Acc. depreciation and impairments 31.03.2014 263 821 43 977 307 798 144 532 Book value 31.03.2014 638 884 4 168 643 050 1 555 348 321 120 Depreciation Q1 2014 2 732 563 3 295 Software is depreciated linearly over the software's lifetime, which is three years. Licences related to fields in production is depreciated using the Unit of Production method. *The Ivar Aasen-field has an obligation related to investments to enable the Edvard Grieg facilites to receive fluids from the Ivar Aasen field. These processing rights are considered as an "Intangible asset" and included with NOK 89.8 million as of 31.03.2014. First quarter 2014 report 15 E 8

Applied tax Tax effect of tax losses carryforward: rate 31.03.2014 31.03.2013 31.12.2013 Tax losses carryforward 27 % -560 954-375 008-479 558 Tax losses carryforward 51 % -1 136 874-700 205-939 713 Temporary differences of tax losses carryforward is incuded in the deferred taxes. Q1 Reconciliation of tax income 2014 2013 27% company tax on result before tax 88 766 76 340 51% special tax on result before tax 167 670 144 198 Tax effect of financial items - 27% only -20 842 257 Tax effect on uplift 62 189 31 025 Interest of tax losses carryforward 6 343 4 017 Other items (permanent differences and previous period adjustment) 8 854 6 578 Total tax income 312 981 262 415 Note 8 Other non-current assets 31.03.2013 31.12.2013 31.03.2014 Shares in Sandvika Fjellstue AS 12 000 12 000 12 000 Debt service reserve 257 518 175 865 260 446 Tenancy deposit 12 954 12 694 12 954 Total other non-current assets 282 472 200 559 285 399 Note 10 Long term receivables 31.03.2014 31.03.2013 31.12.2013 Receivables related to deferred volume at Atla 138 078 67 240 125 432 Total long term receivables 138 078 67 240 125 432 The physical production volumes from Atla were higher than the commercial production volumes. This was caused by the high pressure from the Atla-field which temporarily has stalled the production from the neighbouring field Skirne. This is expected to continue through 2014 and into 2015. Income is recognised based on physical production volumes measured at market value. This deferred compensation is recorded as a long term or short term receivable, depending on when the income will occur, see Note 9. Note 11 Cash and cash equivalents The item 'Cash and cash equivalents' consists of bank accounts and short-term investments that constitute parts of the company's liquidity. Breakdown of cash and cash equivalents: 31.03.2014 31.03.2013 31.12.2013 Cash 5 5 5 Bank deposits 810 718 725 104 1 693 314 Restricted funds (tax withholdings) 10 346 10 597 15 847 Short-term placements 821 069 735 706 1 709 166 Unused exploration facility loan 758 947 435 525 815 991 Unused revolving credit facility 3 740 648 1 401 120 3 945 286 Note 9 Other short-term receivables 31.03.2014 31.03.2013 31.12.2013 Note 12 Share capital 31.03.2014 31.03.2013 31.12.2013 Receivables related to deferred volume at Atla 5 256 3 103 Pre-payments, including rigs 195 660 33 648 146 977 VAT receivable 25 055 21 289 11 444 Underlift 43 540 23 318 18 611 Other receivables, including operator licences 347 775 259 465 319 283 Total other short-term receivables 617 286 337 720 499 419 For information about receivables related to deferred volume at Atla, see note 10. Share capital 140 707 140 707 140 707 Total number of shares (in 1.000) 140 707 140 707 140 707 Nominal value per share in NOK 1.00 1.00 1.00 Note 13 Derivatives 31.03.2014 31.03.2013 31.12.2013 Unrealized losses interest rate swaps 48 228 48 693 49 453 Total derivatives 48 228 48 693 49 453 The company has entered into three interest rate swaps. The purpose is to swap floating rate loans to fixed rate. These rate swaps are market to market and with changes in market value recognized in the Statement of income. First quarter 2014 report 18 Note 5 Payroll and other operating expenses Breakdown of payroll expenses: 2014 2013 Q1 Note 7 Taxes Q1 Taxes for the period appear as follows: 2014 2013 Gross payroll expenses 127 559 107 527 Share of payroll expenses classified as exploration, development or production expenses, and expenses invoiced to licences -123 000-106 000 Net payroll expenses 4 559 1 527 Calculated current year exploration tax refund -148 004-261 139 Change in deferred taxes -157 209-2 093 Prior period adjustments -7 768 818 Total taxes (+) / tax income (-) -312 981-262 415 Q1 Breakdown of other operating expenses: 2014 2013 Gross other operating expenses 85 486 73 298 Share of other operating expenses classified as exploration, development or production expenses, and expenses invoiced to licences -72 181-54 090 Net other operating expenses 13 305 19 208 A full tax calculation has been carried out in accordance with the accounting principles described in the annual report for 2013. The calculated exploration tax receivable as result of exploration activities in 2014 is recognised as a long-term item in the balance sheet. The tax refund for this item is expected to be paid in December 2015. The calculated exploration tax receivable as result of exploration activities in 2013 is recognised as a current asset in the balance sheet. The exploration tax refund for this item is expected to be paid in December 2014. Calculated tax receivables 31.03.2014 31.03.2013 31.12.2013 Note 6 Financial items Tax receivables included as non-current assets 148 004 261 139 Tax receivables included as current assets 1 416 550 1 278 297 1 411 251 Q1 2014 2013 Deferred taxes/deferred tax asset: 31.03.2014 31.03.2013 31.12.2013 Interest income 12 145 7 202 Return on financial investments 300 488 Currency gains 31 981 20 114 Fair value of derivatives 2 383 Total other financial income 34 663 20 602 Deferred taxes 1.1. 630 423-126 604-126 604 Change in deferred taxes 157 209 2 093 567 368 Prior period adjustments 7 768-602 Deferred tax related to impairment and disposal of licenses 192 830 Deferred tax recorded towards OCI -3 170 Total deferred taxes asset 795 400-125 113 630 423 Interest expenses 105 120 57 895 Capitalized interest cost development projects -28 431-54 439 Amortized loan costs and accretion expence 10 064 9 291 Total interest expenses 86 753 12 748 Currency losses 16 847 41 454 Realised loss on derivatives 3 683 2 991 Fair value of derivatives 2 707 Total other financial expenses 20 530 47 153 Net financial items -60 475-32 097 First quarter 2014 report 17 E 9

Note 19 Provision for abandonment liabilities 31.03.2014 31.03.2013 31.12.2013 Provisions as of 1 January 975 904 798 057 798 057 Incurred cost removal -2 706-2 056-36 739 Accretion expense - present value calculation 12 920 9 924 42 765 Change in estimates and incurred liabilities on new fields 61 970 171 822 Total provision for abandonment liabilities 986 117 867 895 975 904 Breakdown of the provision to short- and long-term liabilities Short term 156 397 147 375 Long term 829 720 867 895 828 529 Total provision for abandonment liabilities 986 117 867 895 975 904 The company's removal and decommissioning liabilities relate to the fields Jette, Glitne, Varg, Atla, Enoch, and Jotun. Time of removal is expected to be 2018 for Jette, 2014-2016 for Glitne, 2016-2018 for Varg, 2018-2020 for Atla, 2017 for Enoch and in 2018-2021 for Jotun. The estimate is based on executing a concept for removal in accordance with the Petroleum Activities Act and international regulations and guidelines. Note 20 Uncertain commitments During the second quarter 2012, the company announced that it had received a notice of reassessment from the Norwegian Oil Taxation Office (OTO) in respect of 2009 and 2010. Subsequently the notice has been extended to include 2011 and 2012. At the end of the third quarter 2012, the company responded to the notice of reassessment by submitting detailed comments. During the normal course of its business, the company will be involved in disputes. The company provides accruals in its financial statements for probable liabilities related to litigation and claims based on the company's best judgement. Det norske does not expect that the financial position, results of operations or cash flows will be materially affected by the resolution of these disputes. Note 21 Subsequent events Acquisition of Marathon Oil Norge AS On June 2, 2014 Det norske announced that the Company had entered into an agreement to acquire Marathon Oil Norge AS for a cash consideration of USD 2.1 billion. The effective date of the transaction is 1 January 2014 and it is expected to close in the fourth quarter 2014, subject to regulatory approvals. The transaction is partially financed by rights issue of new shares in Det norske, as approved by an Extraordinary General Meeting held July 3, 2014. The remaining financing is based on a reserve-based lending facility of USD 3 Billion. The loan agreement was signed on July 8, 2014. License swaps During June, Det norske has entered into two license swaps which increase the company's share in the recently established Ivar Aasen unit. Det norske entered into an agreement with Spike Exploration to swap a 10 percent interest in licence 554/B/C containing the Garantiana oil discovery for a 20 percent interest in license 457 containing parts of the Ivar Aasen deposit. Moreover, Det norske subsequently signed an agreement with E.ON E&P Norge AS (E.ON) to swap two exploration licenses plus a cash consideration for a 20 percent interest in license 457. Unitisation of Ivar Aasen In June, Det norske signed a unit agreement for the Ivar Aasen development on the Utsira High in the North Sea with the licencees in PL001B, PL242, PL457 and PL338. Det norske is operator and will have 34.7862 percent interest in the unit, following completion of the announced swaps mentioned above. Exploration wells Two wells have been completed in the second quarter. Gotama (PL550) and Terne (PL558) have not encountered hydrocarbons and the related capitalized cost has been expensed. As of March 31, 2014, the capitalized costs on these wells were immaterial. For further information regarding the above matters, reference is made to notices published on the Oslo Stock Exchange. First quarter 2014 report 20 Note 14 Accounts receivable Note 17 Bond 31.03.2014 31.03.2013 31.12.2013 31.03.2014 31.03.2013 31.12.2013 Receivables related to sale of petroleum 13 202 15 399 70 885 Receivables related to license transaction 99 271 70 542 1 284 Invoicing related to expense refunds including rigs 15 766 511 62 052 Total accounts receivable 128 239 86 452 134 221 Note 15 Short-term loans 31.03.2014 31.03.2013 31.12.2013 Exploration facility 680 794 969 819 478 050 Total short-term loans 680 794 969 819 478 050 The current facility of NOK 3,500 million was established in December 2012 and the company can draw on the facility until 31 December 2015 with a final date for repayment in December 2016. The maximum utilization including interest is limited to 95 percent of tax refund related to exploration expenses. The lenders have security in the company's tax receivable. The calculated exploration tax receivable as result of exploration activities in 2013 is expected to be paid in December 2014, and will be used to repay this loan. See note 7. The interest rate is three months' NIBOR plus a margin of 1.75 percent, with a utilization fee of 0.25 percent on outstanding loan up to NOK 2,750 million and 0.5 percent if the utilized credit exceeds NOK 2,750 million. In addition a commitment fee of 0.7 percent is also paid on unused credit. For information about the unused part of the credit facility for exploration purposes, see Note 11 - "Cash and cash equivalents". Note 16 Other current liabilities 31.03.2014 31.03.2013 31.12.2013 Principal, bond Norsk Tillitsmann 1) 593 240 589 939 592 304 Principal, bond Norsk Tillitsmann 2) 1 882 319 1 881 278 Total bond 2 475 559 589 939 2 473 582 1) The loan runs from 28 January 2011 to 28 January 2016 and carries an interest rate of 3 month NIBOR + 6.75 percent. The principal falls due on 28 January 2016 and interest is paid on a quarterly basis. The loan is unsecured. 2) The loan runs from July 2013 to July 2020 and carries an interest rate of 3 month NIBOR + 5 percent. The principal falls due on July 2020 and interest is paid on a quarterly basis. The loan is unsecured. Note 18 Other interest-bearing debt 31.03.2014 31.03.2013 31.12.2013 Revolving credit facility 2 131 650 1 449 131 1 992 055 Unrealized currency 18 639 3 904 44 852 Total other interest-bearing debt 2 150 288 1 453 035 2 036 907 In September 2013, the company entered into a USD 1 billion revolving credit facility with a group of nordic and international banks. The revolving credit facility can be increased with USD 1 billion on certain future conditions. The company can draw on the facility until September 2018 with a final date for repayment as of September 2018. The facility replaced the company's USD 500 million tranche which originally matured on 31 December 2015. The interest rate on the revolving credit facility is from 1-6 months NIBOR/LIBOR plus a margin of 3 percent, with a utilization fee of 0.5 percent or 0.75 percent based on the amount drawn under the facility. In addition commitment fee of 1.20 percent is also paid on unused credit. Current liabilities related to overcall in licences 10 960 31 551 202 037 Share of other current liabilities in licences 443 729 503 576 310 673 Overlift of petroleum 9 588 Other current liabilities 218 565 184 556 273 382 Total other current liabilities 673 254 719 684 795 680 Other current liabilities includes unpaid wages and vacation pay, accrued interest and other provisions. First quarter 2014 report 19 E 10

Note 23 Results from previous interim reports 2014 2013 2012 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Total operating revenues 158 342 254 353 323 563 285 626 80 339 116 797 49 014 69 603 Exploration expenses 109 582 544 400 588 289 270 635 233 738 194 924 402 635 417 140 Production costs 42 949 97 602 53 419 57 086 41 512 74 027 45 515 46 154 Payroll and payroll-related expenses 4 559 3 854 4 129 28 515 1 527 267 1 280 703 Depreciation 88 863 124 021 163 666 147 844 34 997 56 505 15 056 19 780 Impairments 167 373 657 597 6 837 1 700 127 155 1 880 953 140 669 Other operating expenses 13 305 8 811 25 247 56 619 19 208 21 995 21 140 16 050 Total operating expenses 426 631 1 436 285 841 588 562 400 330 983 474 873 2 366 579 640 497 Operating profit/loss -268 289-1 181 933-518 025-276 773-250 644-358 076-2 317 565-570 894 Net financial items -60 475-105 851-131 089-48 915-32 097-13 763-45 784-23 065 Profit/loss before taxes -328 764-1 287 784-649 114-325 688-282 741-371 839-2 363 349-593 959 Taxes (+)/tax income (-) -312 981-959 137-490 975-284 200-262 415-324 575-1 774 462-376 558 Net profit/loss -15 783-328 647-158 139-41 488-20 326-47 264-588 887-217 401 23 First quarter 2014 report 22 Note 22 Investments in jointly controlled assets License - partner-operated: 31.03.2014 31.12.2013 Licence - operatorships: 31.03.2014 PL 019C 30,0 % 30,0 % PL 001B 35,0 % 35,0 % PL 019D 30,0 % 30,0 % PL 026B*** 62,1 % 62,1 % PL 029B 20,0 % 20,0 % PL 027D 100,0 % 100,0 % PL 035 25,0 % 25,0 % PL 027ES 40,0 % 40,0 % PL 035B 15,0 % 15,0 % PL 028B 35,0 % 35,0 % PL 035C 25,0 % 25,0 % PL 103B 70,0 % 70,0 % PL 038 5,0 % 5,0 % PL 169C 50,0 % 50,0 % PL 038D 30,0 % 30,0 % PL 242 35,0 % 35,0 % PL 038E ** 5,0 % 0,0 % PL 364 50,0 % 50,0 % PL 048B 10,0 % 10,0 % PL 414 * 0,0 % 40,0 % PL 048D 10,0 % 10,0 % PL 414B * 0,0 % 40,0 % PL 102C 10,0 % 10,0 % PL 450 * 0,0 % 80,0 % PL 102D 10,0 % 10,0 % PL 460 100,0 % 100,0 % PL 102F 10,0 % 10,0 % PL 494 30,0 % 30,0 % PL 102G 10,0 % 10,0 % PL 494B 30,0 % 30,0 % PL 265 20,0 % 20,0 % PL 494C 30,0 % 30,0 % PL 272 25,0 % 25,0 % PL 497 * 0,0 % 35,0 % PL 332 * 0,0 % 40,0 % PL 497B * 0,0 % 35,0 % PL 362 15,0 % 15,0 % PL 504 47,6 % 47,6 % PL 438 10,0 % 10,0 % PL 504BS 83,6 % 83,6 % PL 442 20,0 % 20,0 % PL 504CS 21,8 % 21,8 % PL 453S 25,0 % 25,0 % PL 512 * 0,0 % 30,0 % PL 492 40,0 % 40,0 % PL 542 * 0,0 % 45,0 % PL 502 22,2 % 22,2 % PL 542B * 0,0 % 45,0 % PL 522 10,0 % 10,0 % PL 549S 35,0 % 35,0 % PL 531 10,0 % 10,0 % PL 553 40,0 % 40,0 % PL 533 20,0 % 20,0 % PL 573S 35,0 % 35,0 % PL 535 10,0 % 10,0 % PL 626 50,0 % 50,0 % PL 535B 10,0 % 10,0 % PL 659 *** 20,0 % 30,0 % PL 550 10,0 % 10,0 % PL 663 30,0 % 30,0 % PL 551 20,0 % 20,0 % PL 677 60,0 % 60,0 % PL 554 20,0 % 20,0 % PL 709 40,0 % 40,0 % PL 554B 20,0 % 20,0 % PL 715 40,0 % 40,0 % PL 554C ** 20,0 % 0,0 % PL 724** 40,0 % 0,0 % PL 558 20,0 % 20,0 % PL 748** 40,0 % 0,0 % PL 563 30,0 % 30,0 % Number 27 33 PL 567 40,0 % 40,0 % PL 568 20,0 % 20,0 % * Relinquised licenses or Det norske has withdrawn from the license. PL 571 40,0 % 40,0 % PL 574 10,0 % 10,0 % ** Interest awarded in APA-round (Application in Predefined Areas) in 2013. Offers were announced in 2014. PL 613 35,0 % 35,0 % PL 619 30,0 % 30,0 % *** Aqcuired/changed through license transaction or license is split. PL 627 20,0 % 20,0 % PL 667 30,0 % 30,0 % PL 672 25,0 % 25,0 % PL 676S 20,0 % 20,0 % PL 678BS ** 25,0 % 0,0 % PL 678S 25,0 % 25,0 % PL 681 16,0 % 16,0 % PL 706 20,0 % 20,0 % PL 730 ** 30,0 % 0,0 % Number 50 47 31.12.2013 22 First quarter 2014 report 21 E 11

BAKSIDE www.detnor.no 2 E 12

KPMG AS Telephone +47 04063 P.O. Box 7000 Majorstuen Fax +47 22 60 96 01 Sørkedalsveien 6 Internet www.kpmg.no N-0306 Oslo Enterprise 935 174 627 MVA To the Board of Directors of Det norske oljeselskap ASA Independent Auditors Report on review of Interim Financial Information We have reviewed the 31 March 2014 condensed interim financial information of Det norske oljeselskap ASA (the Company ) included on pages 11 to 21 of the First Quarter Report attached as Appendix E to the prospectus, which comprises; the condensed statement of financial position as at 31 March 2014; the condensed statement of income for the three month period ended 31 March 2014; the condensed statement of comprehensive income for the three month period ended 31 March 2014; the condensed statement of changes in equity for the three month period ended 31 March 2014; the condensed statement of cash flows for the three month period ended 31 March 2014; and notes to the interim financial information. Scope of Review We conducted our review in accordance with the International Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the 31 March 2014 interim financial information is not prepared, in all material respects, in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting. Other Matters Our report does not extend to the summary financial information for interim periods in 2013 and 2012 included in note 23 which is not a required disclosure under International Financial Reporting Standard 34 Interim Financial Reporting. As described in the introduction to the note disclosures on, the Company restated its previously issued interim financial information as at and for the three months ended 31 March 2014. The corresponding interim figures as at and for the three month period ended 31 March 2013 have not been subject to audit or review. The financial statements of the Company as at and for the year ended 31 December 2013 were audited by other auditors whose report dated 11 March 2014 expressed an unmodified opinion on those statements. KPMG AS 9 July 2014 Mona Irene Larsen State Authorised Public Accountant E 13

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REGISTERED OFFICE AND ADVISORS Det norske oljeselskap ASA Munkegata 26 7011 Trondheim Norway Tel: +47 90 70 60 00 Fax: +47 73 53 05 00 www.detnor.no Joint Global Coordinators and Joint Bookrunners BNP PARIBAS 16, boulevard des Italiens 75009 Paris France J.P. Morgan Securities plc. 25 Bank Street London, E14 5JP United Kingdom Nordea Markets Middelthuns gate 17 P.O. Box 1166 Sentrum N-0107 Oslo Norway DNB Markets Dronning Eufemias gate 30 P.O. Box 1600 Sentrum N-0191 Oslo Norway Skandinaviska Enskilda Banken Filipstad Brygge 1 P.O. Box 1843 Vika N-0123 Oslo Norway Legal Advisor to the Company (as to Norwegian law) Advokatfirmaet BA-HR DA Tjuvholmen allé 16 N-0252 Oslo Norway (U.S legal counsel) Akin Gump Strauss Hauer & Feld LLP 1333 New Hampshire Avenue, N.W. Washington, DC 20036-1564 USA Legal Advisor to the Joint Bookrunners (as to Norwegian law) Advokatfirmaet Thommessen AS Haakon VIIs gate 10 N-0116 Oslo Norway (U.S legal counsel) Linklaters LLP One Silk Street London EC2Y 8HQ United Kingdom Auditor KPMG AS Sørkedalsveien 6 Postboks 7000 Majorstuen N-0306 Oslo Norway