Dual Listing on Oslo Børs & SGXYour Gateway to the Best of Both Worlds

Oslo Børs ASAP.O. Box 460 Sentrum

N-0105 OsloNorway

Tel: +47 2234 1700Email: list@oslobors.noWeb: www.oslobors.no

Singapore Exchange Limited2 Shenton Way

#19-00 SGX Centre 1Singapore 068804Tel: +65 6236 8888

Email: listings@sgx.comWeb: www.sgx.com

“I congratulate SGX and Oslo Børs on the signing of this MOU. The MOU will enhance the attractiveness of the two exchanges as destinations for listings by shipping, offshore and energy companies, as well as those in other sectors. This will in turn reinforce the standing of Singapore and Norway as international maritime and financial centres. This collaboration will also boost Singapore’s efforts to position itself as a leading shipping and maritime hub in Asia.”

Mrs Lim Hwee HuaMinister in the Prime Minister’s Office and Second Minister for Finance and Transport, Singapore During the Signing Ceremony of the Memorandum of Understanding between Oslo Børs and SGX

Photos courtesy of Øyvind Hagen / Statoil ASA

A Message from the Two Exchanges

Your Gateway to Europe Your Gateway to Asia

Welcome to Oslo and Norway. Welcome to Europe. We can offer you an international market with extensive access to European and US investors, thanks to Oslo Børs’ position as a leading exchange for companies in the maritime, oil and gas, and seafood sectors. A large number of non-Norwegian companies already use Oslo as a listing venue to raise public equity, as well as to ensure an efficient and liquid market for their shares. Singapore listed companies can now get easier access to this market and these investors through our dual listing agreement.

The co-operation between SGX and Oslo Børs reinforces the fact that Singapore and Norway have long - and to a great extent - similar traditions within shipping and energy-related industries. At Oslo Børs, we are proud to join forces with SGX, and we have great expectations on behalf of the companies that choose to list their shares on both exchanges. The collaboration will give companies the benefit of an efficient listing process, share trading in two time zones, as well as access to a more diverse and large pool of investors.

For companies that operate globally, it can make sense to expand their investor base and funding sources. Many Asian companies expand into Europe and the US, just as many European companies expand into Asia. These companies are now being offered a better way to reflect their growth through a stronger presence in the international capital markets.

So again, welcome to Europe.

Welcome to Norway and Oslo.

Welcome to Singapore, the gateway to Asia.

Famously known as the “red dot”, Singapore is strategically located in the centre of the fastest growing region in the world. When you think of vast opportunities and new sources of growth, think Singapore. Singapore continues to be an attractive centre for the management of regional and international investments. In 2008, more than US$617 billion of portfolio funds are managed out of Singapore. It is estimated that Assets Under Management by institutional investors in Singapore accounts for more than US$1 trillion, including sovereign funds, with another US$250 billion estimated in private banking assets. Singapore and Norway are no strangers when it comes to business. Attracted by Singapore’s position as a Maritime hub, over 120 Norwegian firms have made a home in Singapore, one of the highest representations of Norwegian firms outside Norway. SGX is the most international stock exchange in the region, home to more than 300 foreign companies out of some 800 listed companies on SGX, about 40% our total listings. Our international listings span from Greater China, to Europe and North America. Our investors are very familiar with investing in non-Singapore companies. A dual listing on SGX and Oslo Børs will give companies a higher profile and greater access to a larger investor pool. Investors from both markets too will enjoy a larger selection of investment choices with greater diversity of companies. We warmly welcome companies from Norway to list with us, and expand their strategic growth into Asia.

Photo: Morten Brakstad / Oslo Børs

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Bente A. LandsnesPresident and Chief Executive OfficerOslo Børs

Magnus BöckerChief Executive OfficerSingapore Exchange

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A Co-Operation Between Two Unique and Complementary Exchanges

In July 2009, Oslo Børs and SGX signed a Memorandum of Understanding to facilitate the cross listing of companies on each others’ exchanges. The co-operation aims at facilitating primarily, but not limited to, companies in the energy, offshore support and maritime sectors which are key sectors for both exchanges. The co-operation allows companies to have their shares traded in two different time zones as well as access to a larger and more diverse pool of investors, through a more efficient listing process. Benefits of a Dual Listing on Oslo Børs and SGXFrom a geographical perspective, Oslo and Singapore may seem far apart. The distance, however, in both mileage and time-zones, represents the exact essence why the two markets may be the perfect match for companies with international growth on their agenda.

Based on the MOU agreements, Oslo Børs and SGX will co-operate and communicate with regard to dual listing applications in order to ease the process and workload for companies. The two exchanges will also co-operate on market surveillance as well as on market regulation. Companies that choose to dual list will get relief from certain on-going listing obligations from their secondary market.

Other benefits companies who dual list on both exchanges are likely to reap include:

• Capital and liquidity available for maritime and energy-related sectors

• A larger and more diverse pool of sophisticated investors

• Greater price discovery through:

- Improved overall liquidity - More research coverage - An expanded group of peers

• Extended trading hours

Oslo is on Central European Time (CET) and normally seven hours behind Singapore. This difference is reduced to six hours during the Norwegian summer season (late March to late October). This implies the following (all Singapore times):

- Trading in Singapore commences a 9:00 am - Trading in Oslo commences at 4:00 pm (and at 3:00 pm during the summer season) - Trading overlap in Singapore and Oslo until 5:00 pm - Trading in Oslo ends at 00:30 am (and at 11:30 pm during the summer season)

Oslo Børs ASAOslo Børs ASA was founded in 1819 and offers the only regulated markets for securities trading in Norway today. The marketplace Oslo Børs is constantly bringing domestic and international investors together with world-class issuers in a fully regulated environment. Investor protection and market surveillance, combined with attractive issuer products, are at the heart of the exchange’s dedication to offer quality markets to its users. Oslo Børs offers a full product range including equities, derivatives and fi xed income instruments.

Oslo Børs attracts world-class oil & gas, oil service and offshore companies, leading seafood and aquaculture companies and some of the largest shipping companies. A listing in Oslo provides companies with access to investors worldwide, as international investors account for about two-thirds of all trading in Oslo.

Number of Companies – 234

Sector Representation International Investors at Oslo Børs

Market Capitalisation – US$244 billionNumber of Companies – 234

Foreign companies 20% – 46

Foreign companies 15% – US$36 billion

Norwegian companies 80% – 188

Norwegian companies 85% – US$208 billion

7% Shipping 23% United Kingdom

40% Others 8% Others World

49% Energy 33% United States

4% Seafood 36% Others Europe

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“An outstanding feature in the Norwegian market is the breadth of shipping research coverage. Almost every securities fi rm in Norway has a dedicated maritime team that has been there throughout good and diffi cult times in the

shipping market. This contributes to continuous investor attention to this sector.”

Mr. Petter SkarHead of Corporate Finance, Fearnley Fonds ASA

Fearnley Fonds, a member of Oslo Børs, is an authorised stockbroking and investment banking fi rm. The fi rm specialises in international shipping, oil services and energy stocks. The fi rm also follows certain other niches and industries.

About Oslo Børs ASA and the Norwegian Capital Market

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Access to the Oslo Market by SGX CompaniesA company considering a dual listing on Oslo Børs will face certain considerations: Does the company satisfy the listing criteria of Oslo Børs? What preparations must be made? How does the application process work? What assistance is available? We have described the main issues below and welcome companies to contact us directly for individual discussions.

Preparatory Work Prior to Approaching Oslo BørsCompanies seeking a dual listing in Oslo will fi nd it helpful to get assistance from Norwegian fi nancial and legal advisors. They can assist in preparing the necessary fi lings to Oslo Børs and raising share capital in connection with the listing. However, there are no requirements for sponsors or nominated advisors when listing on Oslo Børs.

Listing RequirementsA company would be eligible for listing if the shares are assumed to be of public interest and would be subject to regular trading. The company must be validly incorporated and operate its business activities in accordance with its articles of association and current legislation. In addition, a certain shareholder base must be established in Oslo.

Oslo Børs will review the company’s general fi nancial condition and other factors of signifi cance in determining whether the shares are suitable for listing. The company must have suffi cient liquidity to continue its business activities for at least 12 months from the date of listing.

In terms of board composition, the company needs to be in compliance with the Singapore Code of Corporate Governance. In that case, Oslo Børs would not require any additional requirements or adjustments of the company board.

SGX companies are allowed to report in line with International Financial Reporting Standards (IFRS) on Oslo Børs, as Singapore has recently aligned its accounting standards with IFRS. All reporting can be fi led in English.

Access to Equity Capital

2005

2 billion

6 billion

10 billion

4 billion

8 billion

12 billion

14 billion

S$

2006 2007 2008 2009

A dual listing on Oslo Børs will give a company additional fi nancial fl exibility going forward. The recent turbulence in the fi nancial markets demonstrates the benefi ts of having alternative sources of funding. In 2009, S$12.5 billion was raised in Oslo. A majority of these were related to the capital-intensive sectors, such as energy and shipping.

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Minimum listing requirements:

• 25% free float of overall issued capital• 500 shareholders in total, of which at least 200 registered in Oslo• S$70 million in market capitalisation• 3 years of operating history• Commerciality of operations• Preparation of full listing prospectus

Listing ProcessThe formal listing process starts when the company files an introductory report to Oslo Børs, the report setting out how the company complies, or expects to comply, with the listing criteria. This report triggers an eight-week process. This introductory report is the basis for Oslo Børs’ initial and confidential review. SGX will be consulted in this phase.

After four weeks, the company files an application for listing. At this point it will be made public that the company is seeking a dual listing in Oslo. The eight-week process culminates with the board of Oslo Børs approving the company for listing. Trading of the shares must begin within 45 calendar days of the approval.

A listing and IPO prospectus must be produced according to European Union requirements and must be approved by the Financial Supervisory Authority of Norway prior to the first day of listing.

Top management of the company, accompanied by at least one board representative, will need to meet with Oslo Børs during the process. This is both to discuss compliance with the listing criteria, as well as to be briefed on the continuing listing obligations the company will have to fulfil on Oslo Børs.

Continuing ObligationsAll listed companies in Oslo are subject to certain reporting requirements. These are referred to as continuing obligations and are in line with European Union regulations.

Any SGX listed company seeking a dual listing in Oslo would normally come under the supervision of the Financial Supervisory Authority of Norway. This relates to reporting of financial information, any prospectus approval, share issues and compliance with inside information obligations. Financial information must be reported quarterly in line with IAS 34, within two months after the end of fiscal quarter. The audited annual financial statement has to be filed by the end of April.

Having shares issued in two markets with overlapping trading hours demands extended attentiveness from management. Timing of company disclosures is essential in such a scenario and the investment community of both markets must be respected. Careful planning with regard to the release of quarterly results, as well as board meeting and AGM resolutions, is expected. When urgent stock exchange notices must be made during opening hours of one or both of the exchanges, the company might consider contacting the exchanges to discuss if a matching halt would be appropriate.

Timeline for Listing on Oslo Børs

Filing of introductory report

Introductory meeting Oslo Børs board meeting approval

• Prospectus finalised• Share capital raised

and registered• First day of listing

• Status meeting with due diligence advisors• Compliance meeting• Application submitted

Start Week 1 Week 8 Within 45 daysWeek 4

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Fees Schedule of Oslo Børs

Both initial and annual fees will only apply to the part of the overall share capital that is registered in the Oslo market.

Contact InformationEnquiries can be made to:

Inge A. MyhrvoldHead of Issuer Sales, Oslo BørsMail: iam@oslobors.noTel: +47 2234 1700

For more information, please visit Oslo Børs ASA website: www.oslobors.no

Initial FeeMinimum NOK 300,000 (S$70,000)

Maximum NOK 900,000 (S$210,000)

Annual Fee

Minimum NOK 130,000 (S$30,000)

Maximum NOK 1,000,000 (S$240,000)

Variable Rate NOK 60 (S$14) for every NOK 1 million (S$240,000) in market capitalisation

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Singapore ExchangeSGX was inaugurated on 1 December 1999 and is Asia-Pacifi c’s fi rst demutualised and integrated securities and derivatives exchange. SGX aims to offer a highly trusted, comprehensive and effi cient securities and derivatives marketplace for raising capital, risk transfer, trading, clearing and settlement. SGX facilitates the trading and clearing of commodity futures and over-the-counter (OTC) derivatives such as forward freight agreements and oil swaps. Through strategic alliances and partnerships with other exchanges around the world, SGX is fi rmly positioned as an Asian Gateway.

Active Market for Fund RaisingThe ability to tap the public capital markets for funds is a key advantage for a listed company. This is particularly critical when other sources of fi nancing are not easily available. In 2008 and 2009, many SGX listed companies were able to take advantage of the capital markets to raise equity. A total of US$15.25 billion was raised by SGX listed companies through rights issues and private placements in 2009.

Overview of the Singapore Capital MarketSingapore is a global fi nancial centre with a thriving fi nancial services industry which serves its domestic economy and the wider Asia Pacifi c region. Within Singapore, more than 900 local and foreign fi nancial institutions come together to offer a wide range of products and services, contributing to the vibrancy and sophistication of the fi nancial services industry. Singapore is also an internationally recognised fund management centre, with total assets of more than US$617 billion at the end of 2008, which provides ready funding support for the growth of international companies seeking to raise capital in Singapore.

Quick Facts

• US$617 Bn Assets Under Management

• US$272 Bn Investable Assets by High Net Worth Individuals

• US$346 Bn Total Domestic Bank Deposits

• US$151 Bn Central Provident Fund Deposits

• SGX Market Cap of US$459 Bn (as at end Dec 2009)

Source: MAS and CPF Board

1997 2001 20051999 2003 20071998 2002 20062000 2004 2008 2009

18 billion

10 billion

14 billion

6 billion

16 billion

8 billion

12 billion

4 billion

2 billion

Funds Raised in US$

IPO

Secondary Funds

0.681.48 2.13

0.22

2.66

1.23 2.00

1.35

0.261.41

1.101.38

1.071.25 2.15

1.833.92

2.74 5.31

2.805.70

10.49

1.362.89 2.34

15.22

“A secondary listing on the SGX gives OSE-listed companies access to the large and fast growing investor market in Asia. Singapore has a pro-business environment and has emerged as a major fi nancial hub attracting both regional and global investors.

Further, the cooperation between the OSE and SGX is minimizing the burden and cost of a dual listing. Overall, we believe this is a very attractive opportunity for our OSE-listed clients and as a result we have been investing heavily in our new investment banking and

securities team in Singapore. A secondary listing on the SGX is particularly suitable for companies that have an ‘Asia story’, meaning operations in Asia or at least exposure to Asian markets. Our client Golden Ocean is a very good example in this respect since it is a

sizeable and very well-managed company with a substantial presence in Singapore and signifi cant exposure to Asian markets.”

Joachim SkorgeManaging Director, Head of Corporate Finance Asia, DnB NOR Markets

DnB NOR Markets is the investment banking division of DnB NOR Bank ASA, one of the world’s leading maritime & energy banks with a global presence within Corporate and Investment Banking. In Singapore, DnB NOR Markets has a team of 20 experienced

investment bankers and securities professionals dedicated to the maritime & energy industries.

About Singapore Exchange and the Singapore Capital Market

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SGX is an Asian platform for international listings. As at the end of Dec 2009, 763 local and foreign companies were listed on SGX, with a total market capitalisation of US$459 billion.

The origin of SGX’s international listings spans the regions of Greater China, Southeast Asia, North Asia, the Indian sub-continent, Australia, Europe and North America. The management, operations and distribution networks of these international companies often traverse various countries. SGX has provided them with a capital market they can call home. Their choice to list on SGX has allowed them to establish a strong Asian profi le and presence.

The companies listed on SGX represent a full spectrum of industries covering manufacturing, transportation and logistics, fi nance, infrastructure and property, mining and resources, as well as various service sectors. Some sectors on SGX have consistently attracted the attention of issuers and investors with their comparatively better valuation and liquidity. These include Real Estate Investment Trusts, the Maritime and Offshore Support sector and the Resources sector.

Overview of SGX Maritime & Offshore Support SectorCurrently there are 29 companies listed on SGX that are operating in the maritime and offshore support sector. They make up approximately US$31 billion or 7% in terms of total market capitalisation of SGX. In terms of trading, these companies have enjoyed increasing attention from investors. Their turnover velocity has increased from 83% in 2007 to 231% in 2009.

Number of Listed Companies – 763*

Number of Marine & Offshore Support Companies – 29

* Figures above exclude 18 foreign companies which are secondary listed with secondary trading on SGX and 9 GDRs.

Market Capitalisation – US$459 billion

Market Capitalisation of Marine & Offshore Support Companies – US$31 billion

Foreign companies 40% – 304

Foreign companies 37% – US$168 billion

Singapore companies 60% – 459

Others 96% – 734 Others 93% – US$428 billion

Marine & Offshore Support 4% – 29

Marine & Offshore Support 7% – US$31 billion

Singapore companies 63% – US$291 billion

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Criteria for Secondary Listing on SGXIn reviewing a listing application, the SGX takes into consideration a number of factors, both quantitative and qualitative. The quantitative criteria which the company is expected to meet for a secondary listing are:

• Market capitalisation of S$200 million• Track record of being listed on Oslo Børs for at least 3 years• Free fl oat of at least 500 shareholders worldwide

Where a company does not meet the criteria listed out above, we encourage the company to engage SGX for further discussions. Some other qualitative factors which SGX may take into account include the fi nancial and liquidity position of the company, such as the cash fl ow position of the company. The company should use one of the following accounting standards in their assessment: US GAAP, International Financial Reporting Standards (IFRS) or Singapore GAAP.

The Listing ProcessGenerally the fi rst step towards preparing for a listing is to engage an issue manager (a bank which is licensed to carry out IPO activities in Singapore). The issue manager will, together with the lawyers and auditors, help the company prepare the listing application. At this point in time the company needs to decide if they intend to raise funds in conjunction with the SGX listing. Due consideration should be given when making this decision, as the decision not to place new shares with Asian-based investors may lead to a much lower trading volume in the Singapore capital market.

The application for listing is essentially made up of a prospectus or an introductory document which complies with the Singapore Securities and Futures Act. Sometimes, during the preparation of the listing application, the professionals and the company may fi nd it useful to seek advice from SGX (pre-submission consultation), with respect to certain issues which may arise. Upon completion of the prospectus, it is submitted for review and approval by SGX and/or the Monetary Authority of Singapore (MAS). Where the company intends to raise funds at the point of its listing on SGX, the prospectus will have to be submitted for MAS review, in addition to SGX. Companies have the option of choosing from 2 types of review process – (1) concurrent review of the prospectus by SGX and MAS, or (2) sequential review by SGX and MAS.

2007 2008 2009

10,000 million

14,000 million 250%

200%

150%

100%

50%

6,000 million

8,000 million

12,000 million

4,000 million

2,000 million

83%

166%

231%

Turnover Value in S$ Turnover Velocity (%)Turnover Value

Market Capitalisation

Turnover Velocity

Fees Schedule for SGX Mainboard

Initial Fee

Minimum S$50,000

Maximum S$200,000

Variable Rate S$100 for every $1 million market capitalisation

Annual Fee

Minimum S$25,000

Maximum S$100,000

Variable Rate S$25 for every $1 million market capitalisation

* Fees are based on market capitalisation of the listed company e.g.:

1. For a company with market capitalisation of S$100 million, its initial and annual fees are S$50,000 and S$25,000 respectively.

2. For a company with market capitalisation of S$1 billion, its initial and annual fees are S$100,000 and S$25,000 respectively.

Other Professional Fees (Estimates):1. Professional & miscellaneous fees : S$1.1 million - S$1.5 million (Bankers, Lawyers, Accountants, Investor Relations etc)

2. Underwriting / placement fees : 2.5% - 3.5% of gross proceeds

* Note that these fees are purely estimates and are based on average costs incurred by various IPOs in 2009. Your costs may differ depending on factors relating to your company.

Contact InformationEnquiries can be made to:

Tan Suan HuiDirector, Listings, SGXEmail: tansuanhui@sgx.comTel: +65 6236 8882

For more information, please visit SGX website: www.sgx.com

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Continuing ObligationsAfter listing on SGX, the company will be primarily regulated by the Oslo Børs, and will comply solely with the ongoing rules and regulations of Oslo Børs. There is no need for the company to comply with the rules of SGX, hence enabling the company to be listed in two locations, without the hassle of complying with two sets of exchange rules. However, the company should ensure that all public announcements are made simultaneously to both exchanges.

Timeline for Listing on SGX

Preparation to apply

1. Concurrent review

2. Sequential review

SGX & MAS review

SGX review

Registration & launch Trading commencesPublic exposure on MAS website

MAS review & public exposure

Pre-submission consultation

Options

6 weeks

1-2 weeks

1-2 weeks

Approx. 1 week

3-4 weeks

Frequently Asked Questions

For Companies Listing on Oslo Børs 1. What would be a typical company to consider a dual listing in Oslo? The co-operation agreement with SGX focuses on companies with market capitalisation above

S$200 million, 3 years listing record and within some specific sectors. While such entities are companies that the exchanges see as prime candidates, the co-operation with SGX does not disallow any other SGX-listed companies.

2. How much of the share capital should be registered in Norway? Oslo Børs requires that a minimum of 200 shareholders must have their shares registered in the

Norwegian market. However, in order to have both markets working efficiently for the company it is recommended that at least 20-25% of the share capital, depending on the size of the company, is placed in the additional market.

3. Is the listing requirement of NOK 300 million in market capitalisation for the whole share capital of the company or is it solely referring to the shares registered in Oslo?

The market capitalisation requirement for a secondary listing is for the whole share capital of the company.

4. Does the company need to convert the financial statement from Singapore GAAP into IFRS? Singapore GAAP is allowed for SGX companies listed on Oslo Børs, as long as an explicit and unreserved

statement of compliance with IFRS is included in the audited financial statements.

5. Is it possible to list our shares in US$ on Oslo Børs? Yes, this is possible. However, be aware that no Oslo-listed companies have chosen to list their shares in any

currency other than NOKs. A listing in US$ may affect the trading interest from certain retail investors.

For Companies Listing on SGX 1. What are the parties I will need to have to prepare for an SGX listing? Firstly, you will need to appoint an issue manager who will manage your submission (eg. Ensuring that

the timetable is met, carrying out due diligence, vetting through the documentation involved etc), as well as, co-ordinating the other professional parties involved.

2. Is the Singapore takeover code applicable to my shareholders if I list on SGX? No, the Singapore takeover code is not applicable for secondary listings on SGX.

3. Will my company shares be able to flow freely between the Oslo market and the SGX market? Yes, a mechanism has been established to enable shares in VPS to be transferred to CDP, and vice versa.

Shareholders in either markets can arrange for their shares to be transferred between the 2 depositories, depending on where they would like their shares to be traded. Shareholders will incur costs for the transfers.

4. How can I make a public announcement to the SGX? Companies listed on SGX make their public announcements via a system called the SGXNET. It is an

internet based program which allows companies to file their announcements and once it is released through the SGXNET, the announcement is immediately posted on the SGX website, as well as sent to certain newswires and media.

5. What is the procedure to seek a delisting of my secondary listing on SGX? Secondary listed companies seeking delisting from SGX must provide an exit mechanism at no cost to

shareholders. In applying this principle, the company will need to absorb all the costs for the transfer of shares back to the home exchange.

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The information provided does not constitute the provision of financial advisory services. Any statements or information expressed by other organisations are of the respective authors. SGX and its affiliates make no warranty as to the accuracy, completeness, merchantability or fitness for any purpose, of the information contained in this document or as to the results obtained by any person from the use of any information or investment product(s) mentioned in this document. SGX reserves the right to make changes to this document from time to time. In no event shall this document, its contents, or any change, omission or error in this document form the basis for any claim, demand or cause of action against SGX and/or any of its affiliates and SGX and/or its affiliates expressly disclaim liability for the same.

Dual Listing on Oslo Børs & SGXYour Gateway to the Best of Both Worlds

Oslo Børs ASAP.O. Box 460 Sentrum

N-0105 OsloNorway

Tel: +47 2234 1700Email: list@oslobors.noWeb: www.oslobors.no

Singapore Exchange Limited2 Shenton Way

#19-00 SGX Centre 1Singapore 068804Tel: +65 6236 8888

Email: listings@sgx.comWeb: www.sgx.com