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March 2020

Application form for admission to trading on Merkur Market

Table of contents

A. Application for admission to trading on Merkur Market....................................................

1.1 Introduction................................................................................................................

1.2 Information about the company/the company’s advisors...............................................

1.3 Requirements for admission to trading.........................................................................

1.3.1 Financial requirements..................................................................................................................

1.3.2 Requirements for the company’s management, board of directors and significant shareholders..................................................................................................................................................

1.3.3 Admission requirements in relation to the shares.........................................................................

1.3.4 Other requirements for admission to trading on Merkur Market................................................

1.3.5 Due diligence................................................................................................................................

1.4 Requirements for admission to trading that will be fulfilled immediately before admission to trading...........................................................................................................

1.5 Admission to trading of shares in respect of pre-issue allotment rights.......................

1.6 Timetable for the admission process and contact persons...........................................

1.7 Attachments..............................................................................................................

1.8 Signatures................................................................................................................

B. Checklist for satisfying the requirements for admission to trading.................................

C. Documents to be appended to the application...............................................................

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A. Application for admission to trading on Merkur Market

1.1 Introduction

The company is asked to address all sections of the application. If specific sections are not relevant, this must be stated in respect of each such section. Guidance about what information must be given is provided in each section. The company may provide additional information if it wishes.

The order of the document must not be changed and no sections shall be deleted.

Extracts from the Admission to Trading Rules for Merkur Market are included in the grey boxes.Please state here whether the attachments required (cf. section C below) are appended as attachments to the completed application form or are being submitted in a separate email.

1.2 Information about the company/the company’s advisors

Company name:Type of legal entity:Domicile (country of incorporation/registration):Share capital:Number of shareholders each holding shares with a value of at least NOK 5,000Market capitalisation (or estimate thereof): Date of incorporation:Type of business activities:

Business address:Number of employees:Auditor of the company:The company’s legal advisors in connection with its admission to trading:Merkur Advisor in connection with the company's admission to trading:Legal due diligence advisor:Financial due diligence advisor:Date requested for admission to trading:Ordinary or fast-track admission process:Any exemptions applied for? Provide details here:

1.2.1.1 Brief description of the company’s business concept and activities

Please provide a brief description of the company’s business concept and activities. Please provide a brief description of the company’s history/other relevant information about the company.

1.2.1.2 Brief description of the company/group

Please confirm that the company is validly incorporated and operates its business activities in accordance with its articles of association and current legislation, cf. Admission to Trading Rules, Section 2.1.2.

Please include a brief presentation of the structure of the group. Please provide information on the percentage of ownership in significant companies in the group and the

country of registration of each such company.

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1.2.1.3 +Application for exemption from provisions of the Admission to Trading Rules/other information

Please state the basis of any applications for exemptions. Please state whether the company’s shares are listed on a stock exchange or regulated market, or whether

admission to such listing has been applied for, together with information on whether the company’s shares are admitted to trading on any other marketplace, or whether admission to such trading has been applied for, cf. Admission to Trading Rules, Section 3.2 (4) item 22. If this is the case, information must be given on where the shares are listed or are the subject of an application for listing, or where the shares are admitted to trading or are the subject of an application for admission to trading.

Please state where relevant the company’s home state in the EEA according to the prospectus directive.

1.3 Requirements for admission to trading

1.3.1 Financial requirements

1.3.1.1 Liquidity

Admission to Trading Rules, Section 2.2.1:

(1) The company must provide a statement confirming that it will have sufficient liquidity to continue its business activities in accordance with their planned scale of operation for at least one year from the planned date of admission to trading. If the company is dependent on entering into new or renegotiated loan agreement(s) in order to satisfy the requirements of the first sentence, the agreement(s) must be signed by the parties at the time the application for admission to trading is submitted. If the agreement has not been signed at the time the application for admission to trading is submitted, additional information must be provided, cf. section 2.2.1, second paragraph.

(2) If the company is unable to demonstrate that it has sufficient liquidity to operate for 12 months, it must provide information about the following matters as part of its liquidity statement, cf. the ESMA update of the CESR recommendations on prospectuses1:

1. Clearly state that the company does not have liquidity sufficient for the next 12-month period.2. Time frame: The seriousness of the company’s need for further financing, including information about the

expected point in time when the company will no longer have enough working capital to continue to operate as planned.

3. Scope: The estimated size of its further financing requirements 4. Action plan: The actions the company is to take to secure further liquidity, for example (i) refinancing, (ii)

renegotiating existing loan agreements or entering into new loan agreements, (iii) making changes to planned investments, (iv) strategic changes, including changes to acquisition plans, and/or (iv) disposing of assets.

5. The company must provide information about how certain it is that the actions it is planning will provide it with sufficient liquidity, as well as the date by which it expects the required actions will be complete.

6. Consequences for the company if the actions it is planning do not provide it with sufficient liquidity.

(3) The statement pursuant to the first paragraph, including any additional information required in accordance with the second paragraph, shall be included in the application for admission to trading and will also be included in the admission document.

Please provide a statement confirming that the company has sufficient liquidity to continue its business activities in accordance with their planned scale of operation for at least one year from the planned date of admission to trading. If the company does not have sufficient liquidity for the coming 12-month period, additional information must be provided, cf. Admission to Trading Rules, Section 2.2.1.

Please describe the company’s financial situation, including any terms and conditions attached to the company’s borrowing which may represent a material restriction on its freedom of action, or that may represent an obstacle to the free transfer of the company’s shares.

1 ESMA/2013/319, Paragraphs 116-123.

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1.3.1.2 Accounts and interim accounts


The company must have produced at least one annual or interim report in accordance with the requirements and principles set out in Section 4.2 of the Continuing Obligations. The annual or interim report must have been audited.

Please state which financial reporting and accounting principles the company applies, e.g. IFRS, NGAAP, etc.

Please state what accounting information will be appended to the application, as well as whether the annual or interim report has been audited.

Please fill in the table below with key figures from the company’s income statement and balance sheet for the last two financial years if such accounts have been produced, as well as for the last interim reporting period where relevant:

MNOK (or TUSD) Q1 - QX 201X 201X 201XRevenueOperating resultProfit/loss for the periodTotal assetsEquity

1.3.1.3 Auditor’s report


A company will not normally be admitted to trading if the auditor’s report on the most recent accounts expresses a qualified opinion. If the auditor’s report includes emphasis of matter paragraph(s), Oslo Børs ASA will consider whether these paragraph(s) are of such a serious character that the company cannot be deemed suitable for admission to trading.

Please state who has been the company’s auditor for the last two years. If the company has changed auditor during the last two years, information must be provided on this and the reason for the change stated.

Please provide information on whether any of the auditor’s reports for the last two years express a qualified opinion or include emphasis of matter paragaphs.

Conclusion - financial requirements

--------------------------- Reserved for Oslo Børs ---------------------------

1.3.2 Requirements for the company’s management, board of directors and significant shareholders

1.3.2.1 Management


(1) The individual members of the company’s executive management must not be persons who have acted in such a manner as to make them unfit to participate in the management of a company admitted to trading on Merkur Market.

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(2) The company must have sufficient expertise to satisfy the requirements for the correct and proper management and distribution of information. The company should also be organised so that Oslo Børs ASA has access at all times to the officers of the company responsible for contact with Oslo Børs ASA or some other representative of the company’s management, and should ensure that the persons in question can be reached without undue delay. Cf. section 3.5 regarding the introduction course.

(3) The company must have procedures in place and be organised to ensure that the company’s management and the officers responsible for disclosing information to the market become aware of essential information without undue delay.

(4) The company must have sufficient expertise, either internally or through an agreement with a third party, to produce financial accounts in accordance with the applicable rules and regulations. The company must in addition have organised its financial management to ensure that financial reporting is produced with sufficient quality and with sufficient speed.

Please fill in the table below with details of the company’s executive management. Expand or reduce the table as required.

CVs for members of the company’s executive management must be appended to the application unless equivalent documentation is contained in the admission document, see section C.

Name Position Shareholding in the company (%)

Options and/or warrants? (yes/no)

Also a board member? (yes/no)

Any comments

Please provide information on any matters that may cause any members of the company’s executive management to be deemed unfit to participate in the management of a company admitted to trading on Merkur Market, including information on whether any members of the management have been involved in matters that have resulted in, or may result in, criminal convictions or other sanctions for breaches of Norwegian or foreign securities and accounting laws. In addition, information shall be provided on any breaches of other laws related to financial matters, as well as any involvement in bankruptcy or corporate insolvencies, which may be material to the assessment of whether such a person satisfies the suitability requirement pursuant to the Admission to Trading Rules, Section 2.3.1, first paragraph.

Please provide a description of the resources and expertise the company has available to comply with the information and reporting obligations, including financial reporting obligations, placed upon a company admitted to trading on Merkur Market.

Please provide information on whether the company has sufficient internal procedures to ensure that the company’s management and the officers responsible for disclosing information to the market become aware of essential information without undue delay.

1.3.2.2 Board


(1) The company shall have a board of directors comprised of individuals who have not acted in such a manner as to make them unfit to be a member of the board of a company admitted to trading on Merkur Market.

(2) At least one member of the board of directors must have satisfactory expertise in respect of the rules that apply to companies admitted to trading on Merkur Market. Cf. section 3.5 regarding the introduction course.

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Please fill in the table below with details of the company’s board. Expand or reduce the table as required. CVs for members of the company’s board must be attached to the application unless equivalent

information is contained in the admission document, see Appendix C.

Name of board member

Board position

Committees (Nomination, remuneration, audit committees, etc.)

Shareholding in the company (%)

Options and/or warrants? (yes/no)

Independent of management and material business associates? (yes/no)

Indepen-dent of major share-holders? (yes/no)

Any comments

ChairBoard memberBoard memberBoard memberBoard memberBoard member – (employee representative)Board member – (employee representative)

Please provide a brief account of the composition of the board of directors and any relationship between individual members of the board and the company’s executive management, major business connections or larger shareholders that may be of significance for evaluating admission to trading, cf. Admission to Trading Rules, Section 3.2 (4) item 9. Please also provide a brief account of the board’s expertise in respect of the rules that apply to companies with shares admitted to trading on Merkur Market, cf. Admission to Trading Rules, Section 2.3.2, second paragraph.

Please provide information on any matters that may cause any members of the company’s board of directors to be deemed unfit to be a member of the board of directors of a company admitted to trading on Merkur Market, including information on whether any members of the board have been involved in matters that have resulted in, or may result in, criminal convictions or other sanctions for breaches of Norwegian or foreign securities and accounting laws. In addition, information shall be provided on any breaches of other laws related to financial matters, as well as any involvement in bankruptcy or corporate insolvencies, which may be material to the assessment of whether such a person satisfies the suitability requirement pursuant to the Admission to Trading Rules, Section 2.3.2, first paragraph.

1.3.2.3 Management companies


(1) If any party is to carry out management duties for the company (a ‘management company’), such company shall be obliged to comply with the provisions to which the issuer company would be subject were it to have carried out the functions itself. A breach of such rules caused by the party that carries out the company’s operations or activities shall be dealt with as if the breach was caused by the issuer company.

(2) Prior to submitting an application for admission to trading, the management company and the company applying for admission to trading must provide Oslo Børs ASA with a statement of acceptance that regulates the responsibilities and duties of the issuing company and the management company.

(3) Both the issuer company and the management company shall, upon request, provide Oslo Børs ASA with the information mentioned in Section 2.5, fourth paragraph, of the Continuing Obligations. If the management company does not comply with its obligations towards Oslo Børs ASA, the issuer company shall be responsible to Oslo Børs ASA.

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(4) The management company shall establish satisfactory procedures to ensure that the necessary information is communicated between the issuer company and the management company. The management company shall nominate two persons as its contact persons for Oslo Børs ASA. The persons nominated shall have satisfactory knowledge of the rules that apply to the issuer company.

(5) In the event that the issuer company, or the management company, breaches the rules for Merkur Market or the agreement mentioned in the second paragraph, Oslo Børs ASA reserves the right to impose sanctions on such party in accordance with Section 12 of the Continuing Obligations.

If a third party is to carry out management functions on behalf of the company, cf. Admission to Trading Rules, Section 2.3.3, please state which management functions are to be carried out by such party, and which are to be carried out by the company admitted to trading.

Where appropriate, set out the resources of the third party in respect of satisfying the duties of a company admitted to trading on Merkur Market in relation to financial reporting and the management and disclosure of information, cf. Section 2.3.1.

1.3.2.4 Significant shareholders

Please provide information on any matters that may cause persons or companies that are ‘significant shareholders’ as defined in Section 2.1.1, second paragraph item 2 of the Admission to Trading Rules, to be deemed to have acted in such a way as to mean that the company is unsuitable for admission to trading on Merkur Market, including information on whether significant shareholders have been involved in matters that have resulted in, or may result in, criminal convictions or other sanctions for breaches of Norwegian or foreign securities and accounting laws. In addition, information shall be provided on any breaches of other laws related to financial matters, as well as any involvement in bankruptcy or corporate insolvencies, which may be material to the assessment of whether the company satisfies the suitability requirement pursuant to the Admission to Trading Rules, Section 2.3.2, first paragraph.

Conclusion--------------------------- Reserved for Oslo Børs ---------------------------

1.3.3 Admission requirements in relation to the shares

1.3.3.1 General information on the shares

Please provide the securities identification number for the shares that will be used by the central securities depository as mentioned in Admission to Trading Rules, Section 2.4.6, and the identity of the institution operating the share register account, cf. Admission to Trading Rules, Section 3.2 (4) item 23.

Please state the expected market capitalisation of the company and how this has been determined, together with the estimated market share price.

Please state whether the company has more than one class of shares, the number of shares for which admission to trading is sought, and whether the shares for which admission to trading on Merkur Market is sought belong to one or more share classes. If the company has more than one share class, the requirements for admission to trading must be satisfied for each share class for which admission to trading is sought, cf. Admission to Trading Rules, Section 2.4.2. If the company is applying for an exemption from these requirements, this must be stated.

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1.3.3.2 15% spread of share ownership


(1) At least 15% of the shares for which admission to trading is sought must be distributed among the general public.

(2) The first paragraph is deemed to be satisfied if, at the time of admission to trading, the proportion of the shares mentioned is distributed among persons who do not have such an association with the company as is mentioned in the fourth paragraph, and who each hold shares with a value of at least NOK 5,000. In case of doubt, Oslo Børs ASA determines whether the requirement set out in the first sentence is satisfied.

(3) Shares held by persons who hold, individually or together with their close associates, more than 10% of the share capital or voting capital of the company (“larger shareholders”) cannot be included in the calculation. Close associates means such persons and companies as mentioned in Section 2-5 of the Securities Trading Act.

(4) Shareholders that are associated with the company are defined as follows:

1. Members of the company’s board of directors, corporate assembly, board of representatives, committee of representatives or control committee, the company’s auditor, the company’s chief executive and other members of the company’s executive management, 2. the spouse of a person mentioned in item 1 or a person with whom such a person cohabits in a relationship akin to marriage, 3. the under-age children of a person mentioned in item 1 or 2, 4. an undertaking in which a person mentioned in item 1 or 2, either singly or together with other persons mentioned, exercises influence as mentioned in Section 1-3, second paragraph, of the Public Limited Liability Companies Act, 5. other companies in the same group, and 6. a party with whom a person mentioned in item 1 or 2 must be assumed to be acting in concert in the exercise of rights accruing to the owner of shares.

Please state the percentage of the shares that is distributed among the general public, and whether this satisfies the requirements set out in Section 2.4.1 of the Admission to Trading Rules. Please state the number of shares for which admission to trading is sought that are owned by any party associated with the company as defined in Section 2.4.1, fourth paragraph, of the Admission to Trading Rules.

If any capital increases, distribution sales or other transactions are to be carried out in connection with admission to trading in order for the admission requirements to be satisfied, please provide a detailed account, cf. also Section 2.5.1 of the Admission to Trading Rules.

Please also provide information on any intention by any larger shareholder or shareholders to reduce their holdings in connection with the admission to trading, including information on the procedures that will apply to such sales. Information must also be provided on whether shareholders involved in such sales are subject to any lock-up agreements for a given period following the sale of the shares.

1.3.3.3 Share issue prior to admission to trading


(1) If a public issue takes place prior to admission to trading, the subscription period must end before the first day of trading. Any new share issues carried out in connection with or parallel to the admission to trading must be completed within the same period. The company must provide a company registration certificate, a document equivalent to a company registration certificate or a legal opinion from an external attorney as described in section 3.2, sixth paragraph, item 3. A draft of such a statement must be made available no later than the time at which the application for admission

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to trading is submitted pursuant to section 3.1.

(2) Oslo Børs ASA may in special circumstances grant an exemption from the provisions of the first paragraph, second sentence, if the new issue is not necessary to satisfy the requirements for admission to trading.

(3) The first and second paragraphs shall apply similarly to a distribution sale.

Please state the planned size of any public issue, distribution sale or other transaction. Please provide information on any plans for price stabilisation measures in connection with admission to

trading.

1.3.3.4 Spread of share ownership – number of shares


(1) The shares for which admission to trading on Merkur Market is sought must be held by at least 30 shareholders, each holding shares with a value of at least NOK 5,000 at the time of admission to trading. In case of doubt, Oslo Børs ASA determines whether the requirement set out in the first sentence is satisfied.

(2) Shareholders that are associated with the company, cf. section 2.4.1, fourth paragraph, cannot be included in the number of shareholders, each holding shares with a value of NOK 5,000 stipulated in the first paragraph.

1.3.3.5 Registration of share capital with a central securities depository and special rules for the admission to trading of foreign companies (if relevant)


The company’s shares must be registered with a Central Securities Depository authorised pursuant to Section 3-1 of the Securities Register Act at the time its application is submitted. In the case of foreign companies, the company must have as large a proportion of the share capital for which it is applying for admission to trading registered with a Central Securities Depository, that the requirements of section 2.4.1 and section 2.4.2 are also fulfilled for this proportion of its share capital. Registration may take place using a Central Securities Depository other than that mentioned in the first sentence if it can be demonstrated that investors and members of the marketplace will be able to carry out settlement. If the shares are registered with a Central Securities Depository other than that mentioned in the first sentence, the securities registration number of the shares in the depository in question must be stated in the application for admission to trading.

Please state whether the company has achieved or will achieve a 15% spread of share ownership in accordance with Section 2.4.1 of the Admission to Trading Rules for the proportion of the share capital that is registered with a central securities depository pursuant to Section 2.4.7 of the Admission to Trading Rules.

Please state whether the shares will be registered as depository receipts in a central securities depository.

1.3.3.6 Free transferability of shares


Shares admitted to trading must be freely transferable. If the company pursuant to its articles of association, law or regulations made pursuant to law, has been given a discretionary right to bar a share acquisition or to impose other trading restrictions, such right may only be exercised if there is sufficient cause to bar the acquisition or to impose other trading restrictions and such imposition does not cause disturbances in the market. For a Norwegian private limited company it must generally be the case that its articles of association state that the consent requirement for share acquisitions and the pre-emption rights of other shareholders pursuant to Section 4-15, second and third paragraphs, of the Private Limited Companies Act, shall not apply.

Please state whether the shares for which admission to trading is sought are freely transferable. 10

Please state whether the company, pursuant to its articles of association, law or regulations issued pursuant to legislation, has been given a discretionary right to bar a share acquisition or to impose other trading restrictions. Norwegian private limited companies must confirm that the company’s articles of association stipulate that the provisions on consent requirements for share acquisitions and on the pre-emption rights of other shareholders in the event of share transfers in the Private Limited Companies Act do not apply to the company, cf. Admission to Trading Rules, section 2.4.4.

Please state whether the company’s shares are subject to ownership restrictions pursuant to law, licensing conditions, or its articles of association, and if appropriate the proportion of the shares to which such restrictions apply, cf. Admission to Trading Rules, Section 3.2, fifth paragraph, item 18.

Please provide information on any resolutions passed by the general meeting, or any shareholder agreements and similar arrangements of which the company is aware, that may affect the shares’ suitability for admission to trading on Merkur Market, including any lock-up agreements.

1.3.3.7 Voting rights for the shares


If the company pursuant to its articles of association, law or regulations made pursuant to law, has been given a discretionary right to bar the exercise of voting rights, such discretionary right may only be exercised if there is sufficient cause.

Please state whether the company, pursuant to its articles of association, law or regulations issued pursuant to legislation, has been given a discretionary right to bar the exercise of voting rights.

1.3.3.8 Other information

Please provide information on any options, warrants, or loans giving the right to require the company to issue shares, and any subordinated debt or transferable securities issued by the company, cf. Admission to Trading Rules, Section 3.2, fifth paragraph, item 15.

Conclusion – requirements for the shares and free transferability--------------------------- Reserved for Oslo Børs ---------------------------

1.3.4 Other requirements for admission to trading on Merkur Market

1.3.4.1 Business-critical agreements, patents etc.

Admission to Trading Rules, Section 2.6:

(1) If the company is involved in negotiations to carry out a transaction which, if carried out, must be assumed to represent a change of more than 25% in relation to the criteria mentioned in the fifth paragraph , or that must otherwise be assumed to be material to an evaluation of the company, this must be notified to Oslo Børs ASA as soon as possible.

(2) Oslo Børs ASA shall decide whether an application for admission to trading shall be processed before the negotiations mentioned in the first paragraph have been completed.

(3) Any merger or demerger must be legally completed prior to the first day of trading. Oslo Børs ASA may grant an exemption from the first sentence in special circumstances. Oslo Børs ASA reserves the right to require that other agreements as mentioned in the first paragraph must be legally completed before the first day of trading if special circumstances so dictate.

(4) A transaction shall mean an acquisition or disposal of a business or asset. This provision shall apply similarly to mergers and demergers.

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(5) A transaction shall represent a change as mentioned in the first paragraph if it causes an increase or reduction of more than 25% in the company’s total assets, revenue or profit or loss. If the transaction relates to assets or business activities that have not been subject to separate financial reporting, the calculation of whether the transaction exceeds 25% shall be based on the consideration paid or received for the asset or business activity and the book value of the company’s total assets before the acquisition or disposal.

Please provide information on other relevant circumstances, including business-critical agreements and patents, that may be material to assessing the admission of the company to trading. If this is not relevant, please provide confirmation to this effect.

1.3.4.2 Oil, gas and mining companies

Admission to Trading Rules, Section 2.7, first paragraph:

(1) Oslo Børs ASA may require oil, gas or mining companies etc. applying for admission to trading to produce a statement of reserves in accordance with Section 133 of the ESMA update of the CESR recommendations on prospectuses.2

Please include any relevant statements of reserves.

1.3.4.3 Material transactions with close associates

Please provide details of any material transactions that the company has entered into during the last two financial years with close associates as defined in Section 3.3 of the Continuing Obligations, or is in the process of entering into, that may be material to assessing the admission of the company to trading.

1.3.4.4 Disputes

Please provide information on any legal proceedings that the company is involved in or has received notification that it may be involved in, and that are of such import that they may be of significance for the company, cf. Admission to Trading Rules, Section 3.2 (4) item 14.

1.3.4.5 Further additional requirements

Admission to Trading Rules, Section 2.7, second paragraph:

(2) Oslo Børs ASA reserves the right to impose further additional requirements on a company applying for admission to trading if it considers this necessary for the protection of potential investors.

Conclusion – other requirements for admission to trading

--------------------------- Reserved for Oslo Børs ---------------------------

1.3.5 Due diligence

Admission to Trading Rules, Section 3.3

(1) The Merkur Advisor shall, in agreement with the company, ensure that sufficient financial and legal due diligence investigations are carried out in connection with the process of admission to trading. The purpose of this due diligence is to identify whether there are any matters that are of significance to assessing whether the company and its shares are suitable for admission to trading, such that both the company and the Merkur Advisor can provide the confirmations required by Oslo Børs ASA. The Merkur Advisor will be responsible for determining the scope of the company review.

2 ESMA/2013/319.

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This assessment and the company review shall have been carried out by the time the application is sent to Oslo Børs ASA.

(2) The due diligence advisors shall also assess whether the company has sufficient expertise, resources and procedures in place to satisfy the requirements for the correct and proper management and distribution of information. Information on this assessment shall be provided in the application.

(3) The company and its Merkur Advisor must also evaluate whether there is a need to carry out further investigations in respect of technical, commercial, environmental, taxation and financial matters, as well as any other matters of significance.

(4) The limited scope diligence shall be carried out by legal and financial advisors that have appropriate expertise. Information must be provided on any relationships between such parties and the company seeking admission to trading. The company’s advisors in connection with the application process can carry out due diligence.

(5) If there are any findings that are of significance to the assessment of whether the company and its shares are suitable for admission to trading on Merkur Market, the Merkur Advisor shall inform Oslo Børs ASA about these findings on its own initiative and in good time before the first day of admission to trading.

Please provide a short description of the due diligence investigations that have been carried out, who has carried them out, the relationship between the company and the advisors who carried out the due diligence, as well as other matters that may be of significance for whether the due diligence that has been carried out is satisfactory, cf. Admission to Trading Rules, Section 3.3.

The due diligence advisors shall assess whether the company has sufficient expertise, resources and procedures in place to satisfy the requirements of the Continuing Obligations. Information on this assessment shall be provided in the application.

1.4 Requirements for admission to trading that will be fulfilled immediately before admission to trading

Oslo Børs may allow some requirements for admission to trading not to be fulfilled until after the Admissions Committee has approved the company’s admission to trading but immediately prior to trading in the shares commencing. This may apply, for example, to the requirements in respect of the free transferability of shares, liquidity and finalisation of the admission document/prospectus. Oslo Børs will assess whether it will be possible for such requirements for admission to be satisfied prior to the first day of admission to trading, and it is possible that admission to trading will be made contingent on special conditions included in the resolution approving the company’s admission to trading being satisfied.

The company is asked to state which requirements for admission will not be satisfied until after the Admissions Committee has approved its application for admission but before its first day of admission to trading, if relevant. Alternatively, provide a short summary with references to other parts of this application where such matters are addressed in more detail.

Conclusion--------------------------- Reserved for Oslo Børs ---------------------------

1.5 Admission to trading of shares in respect of pre-issue allotment rights

Admission to Trading Rules, Section 2.5.2Please refer to Section 2.5.2 of the Admission to Trading Rules.

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Please state whether the company intends to have shares admitted to trading prior to the shares being fully paid-up and registered with the Register of Business Enterprises and the Central Securities Depository as described in Section 2.4.6 (“if issued” or “when issued” admission).

1.6 Timetable for the admission process and contact persons

Please identify the company’s designated persons vis-à-vis Oslo Børs ASA, cf. Continuing Obligations, Section 2.4.

Please provide contact details for the company’s advisors in connection with the admission process. Please state the planned timetable for the process of admission to trading, including the timeline for the

preparation of the admission document.

1.7 Attachments

Please confirm that the appendices required pursuant to section C below are attached to the application.

1.8 Signatures

A resolution to apply for admission to trading must have been passed by the board of directors, and the application must be signed by the board or by a party duly authorised by the board of directors. By submitting an application, the company confirms that it undertakes to comply with the rules for Merkur Market.

Signature and date (the company): ____________________________________________________

(Name in block capitals)

The company’s Merkur Advisor confirms that, to the best of its abilities and judgement, and on the basis of a sufficient review of the company, all the conditions for admission to trading have been assessed and the company satisfies them all, subject to the applications for exemptions contained in this application. The Merkur Advisor therefore also confirms that for these reasons it assesses the company and its shares to be suitable for admission to trading on Merkur Market.

Signature and date (the company): ____________________________________________________

(Name in block capitals)

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B. Checklist for satisfying the requirements for admission to trading

Checklist for satisfying the admission requirements3

Requirements for admission to trading4

Relevant section of the Admission to Trading Rules

Compliance with the admission requirement

Special comments

Admission requirement satisfied

Requirement not satisfied3

Exemption applied for?

Condition for

admission to trading?5

Financial admission requirements Sufficient liquidity for 12 months from the date of admission to trading

Sec. 2.2.1

Financial reports Sec. 2.2.2Audit report Sec. 2.2.3

Admission requirements in respect of the board of directors and executive managementManagement: sufficient expertise

Sec. 2.3.1

Board composition Sec. 2.3.2Management company Sec. 2.3.3

Admission requirements in respect of the shares15% spread of share ownership

Sec. 2.4.1

At least 30 shareholders each holding shares with a value of at least NOK 5,000

Sec. 2.4.2

Other requirements for the shares

Sec. 2.4.3-2.4.7

Other admission requirements Statement of reserves for oil, gas and mining companies (if relevant)

Sec. 2.7

Legal standing of the company Sec. 2.1.2Due diligence Sec. 3.3

3 Specific requirements apply to the admission to trading of foreign companies in some circumstances, see section 1.3.3.3 above.4 The areas marked in grey are not available options, and cannot be selected. 5 “Condition for admission to trading”: Any admission requirement that will not be satisfied prior to the Admissions Committee making a decision on the company’s admission to trading, but that will be satisfied prior to the first day of admission to trading.

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C. Documents to be appended to the application

Appendix Appendix No. Draft of the admission document with a completed checklist, and any EEA prospectus, cf. Admission to Trading Rules, Section 6. If a draft of the prospectus is attached, it must be sufficiently complete for Oslo Børs ASA to evaluate the relevant information.A copy of the minutes of the board meeting showing the resolution to apply for the company’s shares to be admitted to trading. The copy must be a certified copy. If the application is signed pursuant to a power of attorney, a copy of the signed power of attorney must be appended.A company registration certificate as issued for Norwegian companies by the Register of Business Enterprises or a document equivalent thereto. If the company is incorporated in a jurisdiction where such documents are not issued, it must produce a statement from an external attorney addressed to Oslo Børs ASA which confirms that the shares are validly and legally issued, fully paid up and properly registered with the relevant register or equivalent body. A draft of such a statement must be made available at the time at which the application for admission to trading is submitted.The company’s articles of association.Copy of the most recent audited accounts including the auditor’s statement.A printout of the company’s shareholder register as at the date of application. Oslo Børs ASA may decide that the printout shall only include the larger shareholders in the company. If the company’s board or executive management is aware of any shareholder that holds in total more than 1/10 of the share capital or shares that represent more than 1/10 of the voting rights, and belongs to the same group or is otherwise associated with the company, cf. section 2.4.1, fourth paragraph, this must be stated. CVs for the members of the company’s executive management and board of directors.

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Questions may be directed to Listing:E-mail: [email protected]: +47 22 34 17 00

www.oslobors.no

OSLO BØRS ASABox 460 SentrumNO-0105 Oslo, NorwayVisiting address: Tollbugata 2, Oslo