Execution Copy   DEPOSIT AGREEMENT   by and among   MARINE HARVEST ASA   AND   CITIBANK, N.A.,   as Depositary,   THE HOLDERS AND BENEFICIAL OWNERS OF   AMERICAN DEPOSITARY SHARES   ISSUED HEREUNDER   Dated as of January 27, 2014   6620885v.5
 Execution Copy   TABLE OF CONTENTS   ARTICLE I DEFINITIONS.............................................................................................. 1   Section 1.1 "ADS Record Date" .................................................................................   Section 1.2 "Affiliate".................................................................................................   Section 1.3 "American Depositary Receipt(s)", "ADR(s)" and "Receipt(s)"............. 2   Section 1.4 "American Depositary Share(s)" and "ADS(s)" ...................................... 2   Section 1.5 "Applicant"............................................................................................... 2   Section 1.6 "Beneficial Owner" .................................................................................. 2   Section 1.7 "Certificated ADS(s)" .............................................................................. 3   Section 1.8 "Commission" .......................................................................................... 3   Section 1.9 "Company"............................................................................................... 3   Section 1.10 "Custodian".............................................................................................. 3   Section 1.11 "Deliver" and "Delivery"......................................................................... 3   Section 1.12 "Deposit Agreement" ............................................................................... 3   Section 1.13 "Depositary"............................................................................................. 3   Section 1.14 "Deposited Property" ............................................................................... 3   Section 1.15 "Deposited Securities" ............................................................................. 4   Section 1.16 "Dollars" and "$" ..................................................................................... 4   Section 1.17 "DTC" ...................................................................................................... 4   Section 1.18 "DTC Participant" .................................................................................... 4   Section 1.19 "Exchange Act"........................................................................................ 4      Section 1.20 "Foreign Currency" shall mean any currency other than Dollars ............ 4   Section 1.21 "Full Entitlement ADR(s)", "Full Entitlement ADS(s)" and "Full   Entitlement Share(s)" ............................................................................... .4   Section 1.22 "Holder(s)" ...................................... .. ... .................................................... .4   Section 1.23 "NOK" or "Kroner" .................................................................................. .4   Section 1.28 "Registrar"................................................................................................ .5   Section 1.29 "Restricted Securities" ............................................................................. .5   Section 1.30 "Restricted ADR(s)", "Restricted ADS(s)" and "Restricted Shares"...... .5   Section 1.31 "Securities Act"........................................................................................ .5   Section 1.32 "Share Registrar"...................................................................................... .5   Section 1.33 "Shares".................................................................................................... .6   Section 1.34 "Termination Date".................................................................................. .6   Section 1.35 "Uncertificated ADS(s)" .......................................................................... .6   Section 1.36 "Uncertificated Restricted ADSs"............................................................ .6   Section 1.37 "United States" and "U.S."....................................................................... .6   Section 1.38 "VP S"....................................................................................................... .6   ARTICLE II   Section 2.1   Section 2.2   Section 2.3   Section 2.4   APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS;   DEPOSIT OF SHARES; EXECUTION AND   DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS   Appointment of Depositary.....................................................   Form and Transferability of ADSs..........................................   Depositof Shares.....................................................................   Registration and Safekeeping of Deposited Securities............   6   6   7   8   9   6620885v.5
 Section 2.5 Issuance of ADSs .10   Section 2.6 Transfer, Combination and Split-up of ADRs ................................................... 11   Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities ........................... 11   Section 2.8 Limitations on Execution and Delivery, Transfer, etc., of ADSs;   Suspension of Delivery, Transfer, etc ............................................................... 13   Section 2.9 Lost ADRs, etc .................................................................................................. 14   Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of   Records.............................................................................................................. 14   Section2.11 Escheatment....................................................................................................... 14   Section 2.12 Partial Entitlement ADSs .................................................................................. 14   Section 2.13 Certificated/Uncertificated ADSs...................................................................... 15   Section 2.14 Restricted ADSs ................................................................................................ 16   ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS   AND BENEFICIAL OWNERS OF ADSs............................................................18   Section 3.1 Proofs, Certificates and Other Information.......................................................18   Section 3.2 Liability for Taxes and Other Charges..............................................................19   Section 3.3 Representations and Warranties on Deposit of Shares......................................19   Section 3.4 Compliance with Information Requests............................................................19   Section 3.5 Ownership Restrictions .....................................................................................20   Section 3.6 Reporting Obligations and Regulatory Approvals............................................20   ARTICLE IV THE DEPOSITED SECURITIES ......................................................................... 20   Section 4.1 Cash Distributions............................................................................................. 20   Section 4.2 Distribution in Shares........................................................................................ 21   Section 4.3 Elective Distributions in Cash or Shares........................................................... 22   Section 4.4 Distribution of Rights to Purchase Additional ADSs........................................ 23   Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares .............. 24   Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form................. 25   Section4,7 Redemption ....................................................................................................... 25   Section 4.8 Conversion of Foreign Currency....................................................................... 26   Section 4.9 Fixing of ADS Record Date.............................................................................. 27   Section 4.10 Voting of Deposited Securities.......................................................................... 27   Section 4.11 Changes Affecting Deposited Securities........................................................... 30   Section 4.12 Available Information ....................................................................................... 30   Section4.13 Reports............................................................................................................... 31   Section 4.14 List of Holders ................................................................................................... 31   Section4.15 Taxation............................................................................................................. 31   ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY ....................32   Section 5.1 Maintenance of Office and Transfer Books by the Registrar............................32   Section 5.2 Exoneration .......................................................................................................33   Section 5.3 Standard of Care................................................................................................33   Section 5.4 Resignation and Removal of the Depositary; Appointment of   SuccessorDepositary ........................................................................................34   Section 5.5 The Custodian....................................................................................................35   Section 5.6 Notices and Reports...........................................................................................35   11   6620885v.5
 Section 5.7 Issuance of Additional Shares, ADSs, etc.........................................................36   Section 5.8 Indemnification .................................................................................................37   Section 5.9 ADS Fees and Charges......................................................................................38   Section 5.10 Pre-Release Transactions ..................................................................................39   Section 5.11 Restricted Securities Owners.............................................................................40   ARTICLE VI AMENDMENT AND TERMINATION ...............................................................40   Section 6.1 Amendment/Supplement...................................................................................40   Section6.2 Termination .......................................................................................................41   ARTICLE VII MISCELLANEOUS ..............................................................................................42   Section7.1 Counterparts ......................................................................................................42   Section 7.2 No Third-Party Beneficiaries ............................................................................42   Section7.3 Severability........................................................................................................42   Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect...............................43   Section 7.5 Notices...............................................................................................................43   Section 7.6 Governing Law and Jurisdiction .......................................................................44   Section7.7 Assignment........................................................................................................45   Section 7.8 Compliance with U.S. Securities Laws.............................................................45   Section 7.9 Norwegian Law References ..............................................................................45   Section 7.10 Titles and References ........................................................................................45   EXHIBITS   Formof ADR .................................................................................................. A-i   FeeSchedule .................................................................................................... B-i   111   6620885v.5
 DEPOSIT AGREEMENT   DEPOSIT AGREEMENT, dated as of January 27, 2014, by and among (i) Marine   Harvest ASA, a company organized under the laws of Norway, and its successors (the   "Company"), (ii) CITIBANK, NA., a national banking association organized under the laws of   the United States of America acting in its capacity as depositary, and any successor depositary   hereunder (the "Depositary"), and (iii) all Holders and Beneficial Owners of American   Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).   WITNESSETH THAT:   WHEREAS, the Company desires to establish with the Depositary an ADR facility to   provide inter alia for the deposit of the Shares (as hereinafter defined) and the creation of   American Depositary Shares representing the Shares so deposited and for the execution and   delivery of American Depositary Receipts (as hereinafter defined) evidencing such American   Depositary Shares; and   WHEREAS, the Depositary is willing to act as the Depositary for such ADR facility   upon the terms set forth in the Deposit Agreement (as hereinafter defined); and   WHEREAS, any American Depositary Receipts issued pursuant to the terms of the   Deposit Agreement are to be substantially in the form of Exhibit A attached hereto, with   appropriate insertions, modifications and omissions, as hereinafter provided in the Deposit   Agreement; and   WHEREAS, the Shares are listed on the Oslo Stock Exchange and the American   Depositary Shares to be issued pursuant to the terms of the Deposit Agreement are to be listed   for trading on the New York Stock Exchange, LLC.   NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency   of which are hereby acknowledged, the parties hereto agree as follows:   ARTICLE I   DEFINITIONS   All capitalized terms used, but not otherwise defined, herein shall have the meanings set   forth below, unless otherwise clearly indicated:   Section 1.1 "ADS Record Date" shall have the meaning given to such term in   Section 4.9.   Section 1.2 "Affiliate" shall have the meaning assigned to such term by the   Commission (as hereinafter defined) under Regulation C promulgated under the Securities Act   (as hereinafter defined), or under any successor regulation thereto.   6620885v.5
 Section 1.3 "American Depositary Receipt(s)", "ADR(s)" and "Receipt(s)" shall   mean the certificate(s) issued by the Depositary to evidence the American Depositary Shares   issued under the terms of the Deposit Agreement in the form of Certificated ADS(s) (as   hereinafter defined), as such ADRs may be amended from time to time in accordance with the   provisions of the Deposit Agreement. An ADR may evidence any number of ADSs and may, in   the case of ADSs held through a central depository such as DTC (as hereinafter defined), be in   the form of a"Balance Certificate."   Section 1.4 "American Depositary Share(s) " and "ADS(s)" shall mean the rights   and interests in the Deposited Property (as hereinafter defined) granted to the Holders (as   hereinafter defined) and Beneficial Owners pursuant to the terms and conditions of the Deposit   Agreement and, if issued as Certificated ADS(s) (as hereinafter defined), the ADR(s) issued to   evidence such ADSs. ADS(s) may be issued under the terms of the Deposit Agreement in the   form of (a) Certificated ADS(s) (as hereinafter defined), in which case the ADS(s) are evidenced   by ADR(s), or (b) Uncertificated ADS(s) (as hereinafter defined), in which case the ADS(s) are   not evidenced by ADR(s) but are reflected on the direct registration system maintained by the   Depositary for such purposes under the terms of Section 2.13. Unless otherwise specified in the   Deposit Agreement or in any ADR, or unless the context otherwise requires, any reference to   ADS(s) shall include Certificated ADS(s) and Uncertificated ADS(s), individually or   collectively, as the context may require. Each ADS shall represent the right to receive, and to   exercise the beneficial ownership interests in, the number of Shares specified in the form of ADR   attached hereto as Exhibit A (as amended from time to time) that are on deposit with the   Depositary or the Custodian (as hereinafter defined), subject, in each case, to the terms and   conditions of the Deposit Agreement and the applicable ADR (if issued as a Certificated ADS),   until there shall occur a distribution upon Deposited Securities referred to in Section 4.2 or a   change in Deposited Securities referred to in Section 4.11 with respect to which additional ADSs   are not issued, and thereafter each ADS shall represent the right to receive, and to exercise the   beneficial ownership interests in, the applicable Deposited Property (as hereinafter defined) on   deposit with the Depositary or the Custodian determined in accordance with the terms of such   Sections, subject, in each case, to the terms and conditions of the Deposit Agreement and the   applicable ADR (if issued as a Certificated ADS).   Section 1.5 "Applicant" shall have the meaning given to such term in Section 5.10.   Section 1.6 "Beneficial Owner" shall mean, as to any ADS, any person or entity   having a beneficial interest deriving from the ownership of such ADS. Notwithstanding   anything else contained in the Deposit Agreement, any ADR(s) or any other instruments or   agreements relating to the ADSs and the corresponding Deposited Property, the Depositary, the   Custodian and their respective nominees are intended to be, and shall at all times during the term   of the Deposit Agreement be, the record holders only of the Deposited Property represented by   the ADSs for the benefit of the Holders and Beneficial Owners of the corresponding ADSs. The   Depositary, on its own behalf and on behalf of the Custodian and their respective nominees,   disclaims any beneficial ownership interest in the Deposited Property held on behalf of the   1-lolders and Beneficial Owners of ADSs. The beneficial ownership interests in the Deposited   Property are intended to be, and shall at all times during the term of the Deposit Agreement   continue to be, vested in the Beneficial Owners of the ADSs representing the Deposited   2   6620885v,5
 Property. The beneficial ownership interests in the Deposited Property shall, unless otherwise   agreed by the Depositary, be exercisable by the Beneficial Owners of the ADSs only through the   Holders of such ADSs, by the Holders of the ADSs (on behalf of the applicable Beneficial   Owners) only through the Depositary, and by the Depositary (on behalf of the Holders and   Beneficial Owners of the corresponding ADS5) directly, or indirectly through the Custodian or   their respective nominees, in each case upon the terms of the Deposit Agreement and, (if issued   as a Certificated ADS), the terms of the ADR(s) evidencing the ADSs. A Beneficial Owner of   ADSs may or may not be the Holder of such ADSs. Unless otherwise identified to the   Depositary, a Holder shall be deemed to be the Beneficial Owner of all the ADSs registered in   his/her/its name.   Section 1.7 "Certificated ADS(s)" shall have the meaning set forth in Section 2.13.   Section 1.8 "Commission" shall mean the Securities and Exchange Commission of   the United States or any successor governmental agency thereto in the United States.   Section 1.9 "Company" shall mean Marine Harvest ASA, a company incorporated   and existing under the laws of Norway, and its successors.   Section 1.10 "Custodian" shall mean (i) as of the date hereof, DNB NOR BANK ASA   Custody and Investor Services, having its principal office at Stranden 21, or P.O. Box 1171, No-   0021 Oslo, Norway, as the custodian of Deposited Property for the purposes of the Deposit   Agreement, (ii) Citibank, N.A., acting as custodian of Deposited Property pursuant to the   Deposit Agreement, and (iii) any other entity that may be appointed by the Depositary pursuant   to the terms of Section 5.5 as successor, substitute or additional custodian hereunder. The term   "Custodian" shall mean any Custodian individually or all Custodians collectively, as the context   requires.   Section 1.11 "Deliver" and "Delivery" shall mean (x) when used in respect of Shares   and other Deposited Securities (as hereinafter defined), either (1) the physical delivery of the   certificate(s), if any, representing such securities, or (ii) the book-entry transfer and recordation   of such securities on the books of the Share Registrar (as hereinafter defined), if any, or in the   VPS, and (y) when used in respect of ADSs, either (i) the physical delivery of ADR(s) evidencing   the ADSs, or (ii) the book-entry transfer and recordation of ADSs on the books of the Depositary   or any book-entry settlement system in which the ADSs are settlement-eligible.   Section 1.12 "Deposit Agreement" shall mean this Deposit Agreement and all exhibits   hereto, as the same may from time to time be amended and supplemented from time to time in   accordance with the terms of the Deposit Agreement.   Section 1.13 "Depositary" shall mean Citibank, N.A., a national banking association   organized under the laws of the United States, in its capacity as depositary under the terms of the   Deposit Agreement, and any successor depositary hereunder.   Section 1.14 "Deposited Property" shall mean the Deposited Securities and any cash   and other property held on deposit by the Depositary or the Custodian or their respective   nominees in respect of the ADSs under the terms of the Deposit Agreement, subject, in the case   6620885v.5
 of cash, to the provisions of Section 4.8. All Deposited Property shall be held by Custodian, the   Depositary and their respective nominees for the benefit of the Holders and Beneficial Owners of   the ADSs representing the Deposited Property. The Deposited Property is not intended to, and   shall not, constitute proprietary assets of the Depositary, the Custodian or their nominees.   Beneficial ownership in the Deposited Property is intended to be, and shall at all times during the   term of the Deposit Agreement continue to be, vested in the Beneficial Owners of the ADSs   representing the Deposited Property. Notwithstanding the foregoing, the collateral delivered in   connection with Pre-Release Transactions described in Section 5.10 shall not constitute   Deposited Property.   Section 1.15 "Deposited Securities" shall mean the Shares and any other securities   held on deposit by the Custodian, the Depositary or their nominees from time to time in respect   of the ADSs under the Deposit Agreement and constituting Deposited Property.   Section 1.16 "Dollars" and "$" shall refer to the lawful currency of the United States.   Section 1.17 "DTC" shall mean The Depository Trust Company, a national   clearinghouse and the central book-entry settlement system for securities traded in the United   States and, as such, the custodian for the securities of DTC Participants (as hereinafter defined)   maintained in DTC, and any successor thereto.   Section 1.18 "DTC Participant" shall mean any financial institution (or any nominee   of such institution) having one or more participant accounts with DTC for receiving, holding and   delivering the securities and cash held in DTC. A DTC Participant may or may not be a   Beneficial Owner. If a DTC Participant is not the Beneficial Owner of the ADSs credited to its   account at DTC, or of the ADSs in respect of which the DTC Participant is otherwise acting,   such DTC Participant shall be deemed, for all purposes hereunder, to have all requisite authority   to act on behalf of the Beneficial Owner(s) of the ADSs credited to its account at DTC or in   respect of which the DTC Participant is so acting.   Section 1.19 "Exchange Act" shall mean the United States Securities Exchange Act of   1934, as amended from time to time.   Section 1.20 "Foreign Currency" shall mean any currency other than Dollars.   Section 1.21 "Full Entitlement ADR(s)", "Full Entitlement ADS(s)" and "Full   Entitlement Share(s)" shall have the respective meanings set forth in Section 2.12,   Section 1.22 "Holder(s)" shall mean the person(s) in whose name the ADSs are   registered on the books of the Depositary (or the Registrar, if any) maintained for such purpose.   A Holder may or may not be a Beneficial Owner. If a Holder is not the Beneficial Owner of the   ADS(s) registered in its name, such person shall be deemed, for all purposes hereunder, to have   all requisite authority to act on behalf of the Beneficial Owners of the ADSs registered in its   name.   Section 1.23 'NOK" or "Kroner" shall mean the Norwegian Kroner.   4   6620885v.5
 Section 1.24 'Norway' shall mean the Kingdom of Norway.   Section 1.25 "Partial Entitlement ADR(s)", "Partial Entitlement ADS(s)" and   "Partial Entitlement Share(s)" shall have the respective meanings set forth in Section 2.12.   Section 1.26 "Pre-Release Transaction" shall have the meaning set forth in   Section 5.10.   Section 1.27 "Principal Office" shall mean, when used with respect to the Depositary,   the principal office of the Depositary at which at any particular time its depositary receipts   business shall be administered, which, at the date of the Deposit Agreement, is located at 388   Greenwich Street, New York, New York 10013, U.S.A.   Section 1.28 "Registrar" shall mean the Depositary or any bank or trust company   having an office in the Borough of Manhattan, The City of New York, which shall be appointed   by the Depositary to register issuances, transfers and cancellations of ADSs as herein provided,   and shall include any co-registrar appointed by the Depositary for such purposes. Registrars   (other than the Depositary) may be removed and substitutes appointed by the Depositary. Each   Registrar (other than the Depositary) appointed pursuant to the Deposit Agreement shall be   required to give notice in writing to the Depositary accepting such appointment and agreeing to   be bound by the applicable terms of the Deposit Agreement.   Section 1.29 "Restricted Securities" shall mean Shares, other Deposited Securities or   ADSs which (i) have been acquired directly or indirectly from the Company or any of its   Affiliates in a transaction or chain of transactions not involving any public offering and are   subject to resale limitations under the Securities Act or the rules issued thereunder, or (ii) are   held by an officer or director(or persons performing similar functions) or other Affiliate of the   Company, or (iii) are subject to other restrictions on sale or deposit under the laws of the United   States, Norway, or under a shareholder agreement or the Articles of Association of the Company   or under the regulations of an applicable securities exchange unless, in each case, such Shares,   other Deposited Securities or ADSs are being transferred or sold to persons other than an   Affiliate of the Company in a transaction (a) covered by an effective resale registration   statement, or (b) exempt from the registration requirements of the Securities Act (as hereinafter   defined), and the Shares, other Deposited Securities or ADSs are not, when held by such   person(s), Restricted Securities.   Section 1.30 "Restricted ADR(s)", "Restricted ADS(s)" and "Restricted Shares"   shall have the respective meanings set forth in Section 2.14.   Section 1.31 "Securities Act" shall mean the United States Securities Act of 1933, as   amended from time to time.   Section 1.32 "Share Registrar" shall mean DNB Bank ASA, Verdipapirservice, 0021   Oslo, Norway or any other institution organized under the laws of Norway appointed by the   Company to carry out the duties of registrar for the Shares, and any successor thereto.   6620885v.5
 Section 1.33 "Shares" shall mean the Company's ordinary shares in registered form   having a nominal value NOK 7.5 per share, validly issued and outstanding and fully paid and   may, if the Depositary so agrees after consultation with the Company, include evidence of the   right to receive Shares; provided that in no event shall Shares include evidence of the right to   receive Shares with respect to which the full purchase price has not been paid or Shares as to   which preemptive rights have theretofore not been validly waived or exercised; provided further,   however, that, if there shall occur any change in nominal value, split-up, consolidation,   reclassification, exchange, conversion or any other event described in Section 4.11 in respect of   the Shares of the Company, the term "Shares" shall thereafter, to the maximum extent permitted   by law, represent the successor securities resulting from such event.   Section 1.34 "Termination Date" shall have the meaning set forth in Section 6.2.   Section 1.35 "Uncertificated ADS(s)" shall have the meaning set forth in Section 2.13.   Section 1.36 "Uncertificated Restricted ADSs" shall have the meaning set forth in   Section 2.14.   Section 1.37 "United States" and "U.S." shall have the meaning assigned to it in   Regulation S as promulgated by the Commission under the Securities Act.   Section 1.38 "VPS" shall mean the Norwegian Central Securities Depositary (Nw.   Verdipapirsentralen or VPS), which is a computerized securities registry system in which the   ownership of, and all transaction related to Norwegian publicly traded securities are recorded.   ARTICLE II   APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS;   DEPOSIT OF SHARES; EXECUTION AND   DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS   Section 2.1 Appointment of Depositary. The Company hereby appoints the   Depositary as depositary for the Deposited Property and hereby authorizes and directs the   Depositary to act in accordance with the terms and conditions set forth in the Deposit Agreement   and the applicable ADRs. Each Holder and each Beneficial Owner, upon acceptance of any   ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit   Agreement shall be deemed for all purposes to (a) be a party to and bound by the terms of the   Deposit Agreement and the applicable ADR(s), and (b) appoint the Depositary its attorney-in-   fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated   in the Deposit Agreement and the applicable ADR(s), to adopt any and all procedures necessary   to comply with applicable law and to take such action as the Depositary in its sole discretion may   deem necessary or appropriate to carry out the purposes of the Deposit Agreement and the   applicable ADR(s), the taking of such actions to be the conclusive determinant of the necessity   and appropriateness thereof.   6   6620885v.5
 Section 2.2 Form and Transferability of ADSs.   (a) Form. Certificated ADSs shall be evidenced by definitive ADRs which shall be   engraved, printed, lithographed or produced in such other manner as may be agreed upon by the   Company and the Depositary. ADRs may be issued under the Deposit Agreement in   denominations of any whole number of ADSs. The ADRs shall be substantially in the form set   forth in Exhibit A to the Deposit Agreement, with any appropriate insertions, modifications and   omissions, in each case as otherwise contemplated in the Deposit Agreement or required by law.   ADRs shall be (i) dated, (ii) signed by the manual or facsimile signature of a duly authorized   signatory of the Depositary, (iii) countersigned by the manual or facsimile signature of a duly   authorized signatory of the Registrar, and (iv) registered in the books maintained by the Registrar   for the registration of issuances and transfers of ADSs. No ADR and no Certificated ADS   evidenced thereby shall be entitled to any benefits under the Deposit Agreement or be valid or   enforceable for any purpose against the Depositary or the Company, unless such ADR shall have   been so dated, signed, countersigned and registered. ADRs bearing the facsimile signature of a   duly-authorized signatory of the Depositary or the Registrar, who at the time of signature was a   duly-authorized signatory of the Depositary or the Registrar, as the case may be, shall bind the   Depositary, notwithstanding the fact that such signatory has ceased to be so authorized prior to   the delivery of such ADR by the Depositary. The ADRs shall bear a CUSIP number that is   different from any CUSIP number that was, is or may be assigned to any depositary receipts   previously or subsequently issued pursuant to any other arrangement between the Depositary (or   any other depositary) and the Company and which are not ADRs outstanding hereunder.   (b) Legends. The ADRs may be endorsed with, or have incorporated in the text   thereof, such legends or recitals not inconsistent with the provisions of the Deposit Agreement as   may be (i) necessary to enable the Depositary and the Company to perform their respective   obligations hereunder, (ii) required to comply with any applicable laws or regulations, or with   the rules and regulations of any securities exchange or market upon which ADSs may be traded,   listed or quoted, or to conform with any usage with respect thereto, (iii) necessary to indicate any   special limitations or restrictions to which any particular ADRs or ADSs are subject by reason of   the date of issuance of the Deposited Securities or otherwise, or (iv) required by any book-entry   system in which the ADSs are held. Holders and Beneficial Owners shall be deemed, for all   purposes, to have notice of, and to be bound by, the terms and conditions of the legends set forth,   in the case of Holders, on the ADR registered in the name of the applicable Holders or, in the   case of Beneficial Owners, on the ADR representing the ADSs owned by such Beneficial   Owners.   (c) Title. Subject to the limitations contained herein and in the ADR, title to an ADR   (and to each Certificated ADS evidenced thereby) shall be transferable upon the same terms as a   certificated security under the laws of the State of New York, provided that, in the case of   Certificated ADSs, such ADR has been properly endorsed or is accompanied by proper   instruments of transfer. Notwithstanding any notice to the contrary, the Depositary and the   Company may deem and treat the Holder of an ADS (that is, the person in whose name an ADS   is registered on the books of the Depositary) as the absolute owner thereof for all purposes.   Neither the Depositary nor the Company shall have any obligation nor be subject to any liability   under the Deposit Agreement or any ADR to any holder or any Beneficial Owner unless, in the   7   6620885v.5
 case of a holder of ADSs, such holder is the Holder registered on the books of the Depositary or,   in the case of a Beneficial Owner, such Beneficial Owner, or the Beneficial Owner's   representative, is the Holder registered on the books of the Depositary.   (d) Book-Entry Systems. The Depositary shall make arrangements for the   acceptance of the ADSs into DTC. All ADSs held through DTC will be registered in the name   of the nominee for DTC (currently "Cede & Co."), As such, the nominee for DTC will be the   only "Holder" of all ADSs held through DTC. Unless issued by the Depositary as Uncertificated   ADSs, the ADSs registered in the name of Cede & Co. will be evidenced by one or more ADR(s)   in the form of a "Balance Certificate," which will provide that it represents the aggregate number   of ADSs from time to time indicated in the records of the Depositary as being issued hereunder   and that the aggregate number of ADSs represented thereby may from time to time be increased   or decreased by making adjustments on such records of the Depositary and of DTC or its   nominee as hereinafter provided. Citibank, N.A. (or such other entity as is appointed by DTC or   its nominee) may hold the "Balance Certificate" as custodian for DTC. Each Beneficial Owner   of ADSs held through DTC must rely upon the procedures of DTC and the DTC Participants to   exercise or be entitled to any rights attributable to such ADSs. The DTC Participants shall for all   purposes be deemed to have all requisite power and authority to act on behalf of the Beneficial   Owners of the ADSs held in the DTC Participants' respective accounts in DTC and the   Depositary shall for all purposes be authorized to rely upon any instructions and information   given to it by DTC Participants. So long as ADSs are held through DTC or unless otherwise   required by law, ownership of beneficial interests in the ADSs registered in the name of the   nominee for DTC will be shown on, and transfers of such ownership will be effected only   through, records maintained by (i) DTC or its nominee (with respect to the interests of DTC   Participants), or (ii) DTC Participants or their nominees (with respect to the interests of clients of   DTC Participants).   Section 2.3 Deposit of Shares. Subject to the terms and conditions of the Deposit   Agreement and applicable law, Shares (other than Restricted Securities) may be deposited by any   person (including the Depositary in its individual capacity but subject, however, in the case of   the Company or any Affiliate of the Company, to Section 5.7), whether or not the transfer books   of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the   Custodian. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of   Shares represented by certificates issued in registered form, appropriate instruments of transfer   or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shores represented by   certificates in bearer form. the requisite coupons and talons pertaining thereto, and (iii) in the   case of Shares delivered by book-entry transfer and recordation, confirmation of such book-   entry transfer and recordation in the books of the Share Registrar, if any, or of the VPS, as   applicable, to the Custodian or that irrevocable instructions have been given to cause such Shares   to be so transferred and recorded, (B) such certifications and payments (including, without   limitation, the Depositary's fees and related charges) and evidence of such payments (including,   without limitation, stamping or otherwise marking such Shares, if represented by certificates, by   way of receipt) as may be required by the Depositary or the Custodian in accordance with the   provisions of the Deposit Agreement and applicable law, (C) if the Depositary so requires, a   written order directing the Depositary to issue and deliver to, or upon the written order of the   person(s) stated in such order the number of ADSs representing the Shares so deposited,   6620885v.5
 (D) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that   all necessary approvals have been granted by, or there has been compliance with the rules and   regulations of, any applicable governmental agency in Norway, and (E) if the Depositary so   requires, an agreement, assignment or instrument satisfactory to the Depositary or the Custodian   which provides for the prompt transfer by any person in whose name the Shares are or have been   recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to   receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity   or other agreement as shall be satisfactory to the Depositary or the Custodian.   Without limiting any other provision of the Deposit Agreement, the Depositary shall   instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any   Restricted Securities except as contemplated by Section 2.14) nor (b) any fractional Shares or   fractional Deposited Securities nor (c) a number of Shares or Deposited Securities which upon   application of the ADS to Shares ratio would give rise to fractional ADSs. The Depositary may   issue ADSs against evidence of rights to receive Shares from the Company, any agent of the   Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in   ownership or transaction records in respect of the Shares. Such evidence of rights shall consist   of written blanket or specific guarantees of ownership of Shares furnished by the Company or   any such custodian, registrar, transfer agent, clearing agency or other entity involved in   ownership or transaction records in respect of the Shares.   Without limitation of the foregoing, the Depositary shall not knowingly accept for   deposit under the Deposit Agreement (A) any Shares or other securities required to be registered   under the provisions of the Securities Act, unless (i) a registration statement is in effect as to   such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section   2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of   the Articles of Association of the Company or applicable law. For purposes of the foregoing   sentence, the Depositary shall be entitled to rely upon representations and warranties made or   deemed made pursuant to the Deposit Agreement and shall not be required to make any further   investigation. The Depositary will comply with written instructions of the Company (received   by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares   identified in such instructions at such times and under such circumstances as may reasonably be   specified in such instructions in order to facilitate the Company's compliance with the securities   laws of the United States or Norway.   Section 2.4 Registration and Safekeeping of Deposited Securities. The Depositary   shall instruct the Custodian upon each Delivery of registered Shares being deposited hereunder   with the Custodian (or other Deposited Securities pursuant to Article IV hereof), together with   the other documents above specified, to present such Shares, together with the appropriate   instrument(s) of transfer or endorsement, duly stamped, to the Share Registrar or the VPS for   transfer and registration of the Shares (as soon as transfer and registration can be accomplished   and at the expense of the person for whom the deposit is made) in the name of the Depositary,   the Custodian or a nominee of either. Deposited Securities shall be held by the Depositary, or by   a Custodian for the account and to the order of the Depositary or a nominee of the Depositary, in   each case, on behalf of the Holders and Beneficial Owners, at such place(s) as the Depositary or   the Custodian shall determine. Notwithstanding anything else contained in the Deposit   9   6620885v.5
 Agreement but subject to the immediately following sentence, any ADR(s), or any other   instruments or agreements relating to the ADSs and the corresponding Deposited Property, the   registration of the Deposited Securities in the name of the Depositary, the Custodian or any of   their respective nominees, shall, to the maximum extent permitted by applicable law, vest in the   Depositary, the Custodian or the applicable nominee the record ownership in the applicable   Deposited Securities with the beneficial ownership rights and interests in such Deposited   Securities being at all times vested with the Beneficial Owners of the ADSs representing the   Deposited Securities. Notwithstanding the foregoing, the Depositary, the Custodian and the   applicable nominee shall at all times be entitled to exercise the beneficial ownership rights in all   Deposited Property, in each case only on behalf of the Holders and Beneficial Owners of the   ADSs representing the Deposited Property, upon the terms set forth in the Deposit Agreement   and, if applicable, the ADR(s) representing the ADSs. The Depositary, the Custodian and their   respective nominees shall for all purposes be deemed to have all requisite power and authority to   act in respect of Deposited Property on behalf of the Holders and Beneficial Owners of ADSs   representing the Deposited Property, and upon making payments to, or acting upon instructions   from, or information provided by, the Depositary, the Custodian or their respective nominees all   persons shall be authorized to rely upon such power and authority.   Section 2.5 Issuance of ADSs. The Depositary has made arrangements with the   Custodian for the Custodian to confirm to the Depositary upon receipt of a deposit of Shares   (i) that a deposit of Shares has been made pursuant to Section 2.3, (ii) that such Deposited   Securities have been recorded in the name of the Depositary, the Custodian or a nominee of   either on the shareholders' register maintained by or on behalf of the Company by the Share   Registrar on the books of the VPS, (iii) that all required documents have been received, and   (iv) the person(s) to whom or upon whose order ADSs are deliverable in respect thereof and the   number of ADSs to be so delivered. Such notification may be made by letter, cable, telex,   SWIFT message or, at the risk and at the request and expense of the person making the deposit,   by facsimile or other means of electronic transmission. Upon receiving such notice from the   Custodian, the Depositary, subject to the terms and conditions of the Deposit Agreement and   applicable law, shall issue the ADSs representing the Shares so deposited to or upon the order of   the person(s) named in the notice delivered to the Depositary and, if applicable, shall execute and   deliver at its Principal Office ADR(s) registered in the name(s) requested by such person(s) and   evidencing the aggregate number of ADSs to which such person(s) are entitled, but, in each case,   only upon payment to the Depositary of the charges of the Depositary for accepting a deposit and   issuing ADSs (in each case, as set forth in Section 5.9 and Exhibit B hereto) and all taxes and   governmental charges and fees payable in connection with such deposit and the transfer of the   Shares and the issuance of the ADS(s) pursuant to applicable law. The Depositary shall only   issue ADSs in whole numbers and deliver, if applicable, ADR(s) evidencing whole numbers of   ADSs. Nothing herein shall prohibit any Pre-Release Transaction upon the terms set forth in the   Deposit Agreement.   10   6620885v.5
 Section 2.6 Transfer, Combination and Split-up of ADRs.   (a) Transfer. The Registrar shall register the transfer of ADRs (and of the ADSs   represented thereby) on the books maintained for such purpose and the Depositary shall   (x) cancel such ADRs and execute new ADRs evidencing the same aggregate number of ADSs   as those evidenced by the ADRs canceled by the Depositary, (y) cause the Registrar to   countersign such new ADRs and (z) Deliver such new ADRs to or upon the order of the person   entitled thereto, if each of the following conditions has been satisfied: (i) the ADRs have been   duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary   at its Principal Office for the purpose of effecting a transfer thereof, (ii) the surrendered ADRs   have been properly endorsed or are accompanied by proper instruments of transfer (including   signature guarantees in accordance with standard securities industry practice), (iii) the   surrendered ADRs have been duly stamped (if required by the laws of the State of New York or   of the United States), and (iv) all applicable fees and charges of and expenses incurred by, the   Depositary (in each case, as are set forth in Section 5.9 and Exhibit B hereto) and all applicable   taxes and governmental charges have been paid, subject, however, in each case, to the terms and   conditions of the applicable ADRs, of the Deposit Agreement and of applicable law, in each case   as in effect at the time thereof.   (b) Combination & Split-Up. The Registrar shall register the split-up or   combination of ADRs (and of the ADSs represented thereby) on the books maintained for such   purpose and the Depositary shall (x) cancel such ADRs and execute new ADRs for the number   of ADSs requested, but in the aggregate not exceeding the number of ADSs evidenced by the   ADRs cancelled by the Depositary, (y) cause the Registrar to countersign such new ADRs and   (z) Deliver such new ADRs to or upon the order of the Holder thereof, if each of the following   conditions has been satisfied: (i) the ADRs have been duly Delivered by the Holder (or by a   duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose   of effecting a split-up or combination thereof, and (ii) all applicable fees and charges of and   expenses incurred by, the Depositary (in each case, as are set forth in Section 5.9 and Exhibit B   hereto) and all applicable taxes and governmental charges have been paid, subject, however, in   each case, to the terms and conditions of the applicable ADRs, of the Deposit Agreement and of   applicable law, in each case as in effect at the time thereof.   (c) Co-Transfer Agents. The Depositary may appoint one or more co-transfer   agents for the purpose of effecting transfers, combinations and split-ups of ADRs at designated   transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may   require evidence of authority and compliance with applicable laws and other requirements by   Holders or persons entitled to such ADRs and will be entitled to protection and indemnity to the   same extent as the Depositary. Such co-transfer agents may be removed and substitutes   appointed by the Depositary. Each co-transfer agent appointed under this Section 2.6 (other than   the Depositary) shall give notice in writing to the Depositary accepting such appointment and   agreeing to be bound by the applicable terms of the Deposit Agreement.   Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities. The   Holder of ADSs shall be entitled to Delivery in Norway of the Deposited Securities at the time   represented by the ADSs upon satisfaction of each of the following conditions: (i) the Holder (or   11   6620885v.5
 a duly-authorized attorney of the Holder) has duly Delivered ADSs to the Depositary at its   Principal Office (and if applicable, the ADRs evidencing such ADSs) for the purpose of   withdrawal of the Deposited Securities represented thereby, (ii) if applicable and so required by   the Depositary, the ADRs Delivered to the Depositary for such purpose have been properly   endorsed in blank or are accompanied by proper instruments of transfer in blank (including   signature guarantees in accordance with standard securities industry practice), (iii) if so required   by the Depositary, the Holder of the ADSs has executed and delivered to the Depositary a   written order directing the Depositary to cause the Deposited Securities being withdrawn to be   Delivered to or upon the written order of the person(s) designated in such order, and (iv) all   applicable fees and charges of, and expenses incurred by, the Depositary (in each case, as are set   forth in Section 5.9 and Exhibit B) and all applicable taxes and governmental charges have been   paid, subject, however, in each case, to the terms and conditions of the ADRs evidencing the   surrendered ADSs, of the Deposit Agreement, of the Company's Articles of Association and of   any applicable laws and the rules of VPS, and to any provisions of or governing the Deposited   Securities , in each case as in effect at the time thereof.   Upon satisfaction of each of the conditions specified above, the Depositary (i) shall   cancel the ADSs Delivered to it (and, if applicable, the ADR(s) evidencing the ADSs so   Delivered), (ii) shall direct the Registrar to record the cancellation of the ADSs so Delivered on   the books maintained for such purpose, and (iii) shall direct the Custodian to Deliver, or cause   the Delivery of, in each case, without unreasonable delay, the Deposited Securities represented   by the ADSs so canceled together with any certificate or other document of title for the   Deposited Securities, or evidence of the electronic transfer thereof (if available), as the case may   be, to or upon the written order of the person(s) designated in the order delivered to the   Depositary for such purpose, subject however, in each case, to the terms and conditions of the   Deposit Agreement, of the ADRs evidencing the ADSs so cancelled, of the Articles of   Association of the Company, of any applicable laws and of the rules of the VPS, and to the terms   and conditions of or governing the Deposited Securities, in each case as in effect at the time   thereof.   The Depositary shall not accept for surrender ADSs representing less than one (1) Share.   In the case of Delivery to it of ADSs representing a number other than a whole number of   Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be   Delivered in accordance with the terms hereof, and shall, at the discretion of the Depositary,   either (i) return to the person surrendering such ADSs the number of ADSs representing any   remaining fractional Share, or (ii) sell or cause to be sold the fractional Share represented by the   ADSs so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges   of, and expenses incurred by, the Depositary (in each case, as are set forth in Section 5.9 and   Exhibit B) and (b) taxes required to be withheld) to the person surrendering the ADSs.   Notwithstanding anything else contained in any ADR or the Deposit Agreement, the   Depositary may make delivery at the Principal Office of the Depositary of Deposited Property   consisting of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of   any non-cash distributions, which are at the time held by the Depositary in respect of the   Deposited Securities represented by the ADSs surrendered for cancellation and withdrawal. At   the request, risk and expense of any Holder so surrendering ADSs, and for the account of such   12   6620885v,5
 Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any   Deposited Property (other than Deposited Securities) held by the Custodian in respect of such   ADSs to the Depositary for delivery at the Principal Office of the Depositary. Such direction   shall be given by letter or, at the request, risk and expense of such Holder, by cable, telex or   facsimile transmission.   Section 2.8 Limitations on Execution and Delivery, Transfer, etc., of ADSs;   Suspension of Delivery, Transfer, etc.   (a) Additional Requirements. As a condition precedent to the execution and   delivery, the registration of issuance, transfer, split-up, combination or surrender, of any ADS,   the delivery of any distribution thereon, or the withdrawal of any Deposited Property, the   Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of   ADSs or of an ADR of a sum sufficient to reimburse it for any tax or other governmental charge   and any stock transfer or registration fee applicable with respect thereto (including any such tax   or charge and fee with respect to Shares being deposited or withdrawn) and payment of any   applicable fees and charges of the Depositary in each case as provided in Section 5.9 and Exhibit   B, (ii) the production of proof reasonably satisfactory to it as to the identity and genuineness of   any signature or any other matter contemplated by Section 3. 1, and (iii) compliance with (A) any   applicable laws or governmental regulations relating to the execution and delivery of ADRs or   ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the   Depositary and the Company may jointly establish consistent with the provisions of the   representative ADR, if applicable, the Deposit Agreement and applicable law.   (b) Additional Limitations. The issuance of ADSs against deposits of Shares   generally or against deposits of particular Shares may be suspended, or the deposit of particular   Shares may be refused, or the registration of transfer of ADSs in particular instances may be   refused, or the registration of transfers of ADSs generally may be suspended, during any period   when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are   closed or if any such action is deemed necessary or advisable by the Depositary or the Company,   in good faith, at any time or from time to time because of any requirement of law or regulation,   any government or governmental body or commission or any securities exchange on which the   ADSs or Shares are listed, or under any provision of the Deposit Agreement or the representative   ADR(s), if applicable, or under any provision of or governing, the Deposited Securities, or   because of a meeting of shareholders of the Company or for any other reason, subject, in all   cases, to Section 7.8.   (c) Regulatory Restrictions. Notwithstanding any provision of the Deposit   Agreement or any ADR(s) to the contrary, Holders are entitled to surrender outstanding ADSs to   withdraw the Deposited Securities associated therewith at any time subject only to (1) temporary   delays caused by closing the transfer books of the Depositary or the Company or the deposit of   Shares in connection with voting at a shareholders' meeting or the payment of dividends, (ii) the   payment of the applicable fees payable pursuant to the Deposit Agreement, taxes and similar   charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to   the ADSs or to the withdrawal of the Deposited Securities, and (iv) other circumstances   13   6620885v.5
 specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such   General Instructions may be amended from time to time).   Section 2.9 Lost ADRs, etc. In case any ADR shall be mutilated, destroyed, lost, or   stolen, the Depositary shall execute and deliver a new ADR of like tenor at the expense of the   Holder (a) in the case of a mutilaiedADR, in exchange of and substitution for such mutilated   ADR upon cancellation thereof, or (b) in the case of a destroyed, lost or stolen ADR, in lieu of   and in substitution for such destroyed, lost, or stolen ADR, after the Holder thereof (i) has   submitted to the Depositary a written request for such exchange and substitution before the   Depositary has notice that the ADR has been acquired by a bona fide purchaser, (ii) has provided   such security or indemnity (including an indemnity bond) as may be required by the Depositary   to save it and any of its agents harmless, and (iii) has satisfied any other reasonable requirements   imposed by the Depositary, including, without limitation, evidence satisfactory to the Depositary   of such destruction, loss or theft of such ADR, the authenticity thereof and the Holder's   ownership thereof.   Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of   Records. All ADRs surrendered to the Depositary shall be canceled by the Depositary.   Canceled ADRs shall not be entitled to any benefits under the Deposit Agreement or be valid or   enforceable against the Depositary or the Company for any purpose. The Depositary is   authorized to destroy ADRs so canceled, provided the Depositary maintains a record of all   destroyed ADRs. Any ADSs held in book-entry form (i.e., through accounts at DTC) shall be   deemed canceled when the Depositary causes the number of ADSs evidenced by the Balance   Certificate to be reduced by the number of ADSs surrendered (without the need to physically   destroy the Balance Certificate).   Section 2.11 Escheatment. In the event any unclaimed property relating to the ADSs,   for any reason, is in the possession of Depositary and has not been claimed by the Holder thereof   or cannot be delivered to the Holder thereof through usual channels, the Depositary shall, upon   expiration of any applicable statutory period relating to abandoned property laws, escheat such   unclaimed property to the relevant authorities in accordance with the laws of each of the relevant   States of the United States.   Section 2.12 Partial Entitlement ADSs. In the event any Shares are deposited which   (i) entitle the holders thereof to receive a per-share distribution or other entitlement in an amount   different from the Shares then on deposit or (ii) are not fully fungible (including, without   limitation, as to settlement or trading) with the Shares then on deposit (the Shares then on deposit   collectively, "Full Entitlement Shares" and the Shares with different entitlement, "Partial   Entitlement Shares"), the Depositary shall (i) cause the Custodian to hold Partial Entitlement   Shares separate and distinct from Full Entitlement Shares, and (ii) subject to the terms of the   Deposit Agreement, issue ADSs representing Partial Entitlement Shares which are separate and   distinct from the ADSs representing Full Entitlement Shares, by means of separate CUSIP   numbering and legending (if necessary) and, if applicable, by issuing ADRs evidencing such   ADSs with applicable notations thereon ("Partial Entitlement ADSs/ADRs" and " Fu ll      Entitlement ADSs/ADRs", respectively). If and when Partial Entitlement Shares become Full   Entitlement Shares, the Depositary shall (a) give notice thereof to Holders of Partial Entitlement   14   6620885v.5
 ADSs and give Holders of Partial Entitlement ADRs the opportunity to exchange such Partial   Entitlement ADRs for Full Entitlement ADRs, (b) cause the Custodian to transfer the Partial   Entitlement Shares into the account of the Full Entitlement Shares, and (c) take such actions as   are necessary to remove the distinctions between (i) the Partial Entitlement ADRs and ADSs, on   the one hand, and (ii) the Full Entitlement ADRs and ADSs on the other. Holders and Beneficial   Owners of Partial Entitlement ADSs shall only be entitled to the entitlements of Partial   Entitlement Shares. Holders and Beneficial Owners of Full Entitlement ADSs shall be entitled   only to the entitlements of Full Entitlement Shares. All provisions and conditions of the Deposit   Agreement shall apply to Partial Entitlement ADRs and ADSs to the same extent as Full   Entitlement ADRs and ADSs, except as contemplated by this Section 2.12. The Depositary is   authorized to take any and all other actions as may be necessary (including, without limitation,   making the necessary notations on ADRs) to give effect to the terms of this Section 2.12. The   Company agrees to give timely written notice to the Depositary if any Shares issued or to be   issued are Partial Entitlement Shares and shall assist the Depositary with the establishment of   procedures enabling the identification of Partial Entitlement Shares upon Delivery to the   Custodian.   Section 2.13 Certificated/Uncertificated ADSs. Notwithstanding any other provision   of the Deposit Agreement, the Depositary may, at any time and from time to time, issue ADSs   that are not evidenced by ADRs (such ADSs, the "Uncertificated ADS(s)" and the ADS(s)   evidenced by ADR(s), the "Certificated ADS(s)"). When issuing and maintaining Uncertificated   ADS(s) under the Deposit Agreement, the Depositary shall at all times be subject to (i) the   standards applicable to registrars and transfer agents maintaining direct registration systems for   equity securities in New York and issuing uncertificated securities under New York law, and   (ii) the terms of New York law applicable to uncertificated equity securities. Uncertificated   ADSs shall not be represented by any instruments but shall be evidenced by registration in the   books of the Depositary maintained for such purpose. Holders of Uncertificated ADSs, that are   not subject to any registered pledges, liens, restrictions or adverse claims of which the   Depositary has notice at such time, shall at all times have the right to exchange the   Uncertificated ADS(s) for Certificated ADS(s) of the same type and class, subject in each case to   applicable laws and any rules and regulations the Depositary may have established in respect of   the Uncertificated ADSs in accordance with the Deposit Agreement. Holders of Certificated   ADSs shall, if the Depositary maintains a direct registration system for the ADSs, have the right   to exchange the Certificated ADSs for Uncertificated ADSs upon (i) the due surrender of the   Certificated ADS(s) to the Depositary for such purpose and (ii) the presentation of a written   request to that effect to the Depositary, subject in each case to (a) all liens and restrictions noted   on the ADR evidencing the Certificated ADS(s) and all adverse claims of which the Depositary   then has notice, (b) the terms of the Deposit Agreement and the rules and regulations that the   Depositary may establish for such purposes hereunder, (c) applicable law, and (d) payment of the   Depositary fees and expenses applicable to such exchange of Certificated ADS(s) for   Uncertificated ADS(s) pursuant to the Deposit Agreement. Uncertificated ADSs shall in all   material respects be identical to Certificated ADS(s) of the same type and class, except that (i) no   ADR(s) shall be, or shall need to be, issued to evidence Uncertificated ADS(s),   (ii) Uncertificated ADS(s) shall, subject to the terms of the Deposit Agreement, be transferable   upon the same terms and conditions as uncertificated securities under New York law, (iii) the   ownership of Uncertificated ADS(s) shall be recorded on the books of the Depositary maintained   15   6620885v.5
 for such purpose and evidence of such ownership shall be reflected in periodic statements   provided by the Depositary to the Holder(s) in accordance with applicable New York law,   (iv) the Depositary may from time to time, upon notice to the Holders of Uncertificated ADSs   affected thereby, establish rules and regulations, and amend or supplement existing rules and   regulations, as may be deemed reasonably necessary to maintain Uncertificated ADS(s) on   behalf of Holders, provided that (a) such rules and regulations do not conflict with the terms of   the Deposit Agreement and applicable law, and (b) the terms of such rules and regulations are   readily available to Holders upon request, (v) the Uncertificated ADS(s) shall not be entitled to   any benefits under the Deposit Agreement or be valid or enforceable for any purpose against the   Depositary or the Company unless such Uncertificated ADS(s) is/are registered on the books of   the Depositary maintained for such purpose, (vi) the Depositary may, in connection with any   deposit of Shares resulting in the issuance of Uncertificated ADSs and with any transfer, pledge,   release and cancellation of Uncertificated ADSs, require the prior receipt of such documentation   as the Depositary may deem reasonably appropriate and contemplated by the Deposit   Agreement, and (vii) upon termination of the Deposit Agreement, the Depositary shall not   require Holders of Uncertificated ADSs to affirmatively instruct the Depositary before remitting   proceeds from the sale of the Deposited Property represented by such Holders' Uncertificated   ADSs under the terms of Section 6.2 of the Deposit Agreement. When issuing ADSs under the   terms of the Deposit Agreement, including, without limitation, issuances pursuant to Sections   2.5, 4.2, 4.3, 4.4, 4.5 and 4.11, the Depositary may in its discretion determine to issue   Uncertificated ADSs rather than Certificated ADSs, unless otherwise specifically instructed by   the applicable Holder to issue Certificated ADSs. All provisions and conditions of the Deposit   Agreement shall apply to Uncertificated ADSs to the same extent as to Certificated ADSs,   except as set forth in this Section 2.13. The Depositary is authorized and directed to take any   and all actions and establish any and all procedures deemed reasonably necessary to give effect   to the terms of this Section 2.13. Any references in the Deposit Agreement or any ADR(s) to the   terms "American Depositary Share(s)" or "ADS(s)" shall, unless the context otherwise requires,   include Certificated ADS(s) and Uncertificated ADS(s). Except as set forth in this Section 2.13   and except as required by applicable law, the Uncertificated ADSs shall be treated as ADSs   issued and outstanding under the terms of the Deposit Agreement. In the event that, in   determining the rights and obligations of parties hereto with respect to any Uncertificated ADSs,   any conflict arises between (a) the terms of the Deposit Agreement (other than this Section 2.13)   and (b) the terms of this Section 2.13, the terms and conditions set forth in this Section 2.13 shall   be controlling and shall govern the rights and obligations of the parties to the Deposit Agreement   pertaining to the Uncertificated ADSs.   Section 2.14 Restricted ADSs. The Depositary shall, at the request and expense of the   Company, establish procedures enabling the deposit hereunder of Shares that are Restricted   Securities in order to enable the holder of such Shares to hold its ownership interests in such   Shares in the form of ADSs issued under the terms hereof (such Shares, "Restricted Shares").   Upon receipt of a written request from the Company to accept Restricted Shares for deposit   hereunder, the Depositary agrees to establish procedures permitting the deposit of such   Restricted Shares and the issuance of ADSs representing the right to receive, subject to the terms   of the Deposit Agreement and the applicable ADR (if issued as a Certificated ADS), such   deposited Restricted Shares (such ADSs, the "Restricted ADSs," and the ADRs evidencing such   Restricted ADSs, the "Restricted ADRs"). Notwithstanding anything contained in this Section   16   6620885v,5
 2.14, the Depositary and the Company may, to the extent not prohibited by law, agree to issue   the Restricted ADSs in uncertificated form ("Uncertificated Restricted ADS5") upon such terms   and conditions as the Company and the Depositary may deem necessary and reasonably   appropriate. The Company shall assist the Depositary in the establishment of such procedures   and agrees that it shall take all steps necessary and satisfactory to the Depositary to ensure that   the establishment of such procedures does not violate the provisions of the Securities Act or any   other applicable laws. The depositors of such Restricted Shares and the Holders of the Restricted   ADSs may be required prior to the deposit of such Restricted Shares, the transfer of the   Restricted ADRs and Restricted ADSs or the withdrawal of the Restricted Shares represented by   Restricted ADSs to provide such written certifications or agreements as the Depositary or the   Company may require. The Company shall provide to the Depositary in writing the legend(s) to   be affixed to the Restricted ADRs (if the Restricted ADSs are to be issued as Certificated ADSs),   or to be included in the statements issued from time to time to Holders of Uncertificated ADSs   (if issued as Uncertificated Restricted ADSs), which legends shall (i) be in a form reasonably   satisfactory to the Depositary and (ii) contain the specific circumstances under which the   Restricted ADSs, and, if applicable, the Restricted ADRs evidencing the Restricted ADSs, may   be transferred or the Restricted Shares withdrawn. The Restricted ADSs issued upon the deposit   of Restricted Shares shall be separately identified on the books of the Depositary and the   Restricted Shares so deposited shall, to the extent required by law, be held separate and distinct   from the other Deposited Securities held hereunder. The Restricted Shares and the Restricted   ADSs shall not be eligible for Pre-Release Transactions. The Restricted ADSs shall not be   eligible for inclusion in any book-entry settlement system, including, without limitation, DTC,   and shall not in any way be fungible with the ADSs issued under the terms hereof that are not   Restricted ADSs. The Restricted ADSs, and, if applicable, the Restricted ADRs evidencing the   Restricted ADSs, shall be transferable only by the Holder thereof upon delivery to the   Depositary of (i) all documentation otherwise contemplated by the Deposit Agreement and (ii)   an opinion of counsel reasonably satisfactory to the Depositary setting forth, inter alia, the   conditions upon which the Restricted ADSs presented, and, if applicable, the Restricted ADRs   evidencing the Restricted ADSs, are transferable by the Holder thereof under applicable   securities laws and the transfer restrictions contained in the legend applicable to the Restricted   ADSs presented for transfer. Except as set forth in this Section 2.14 and except as required by   applicable law, the Restricted ADSs and the Restricted ADRs evidencing Restricted ADSs shall   be treated as ADSs and ADRs issued and outstanding under the terms of the Deposit Agreement.   In the event that, in determining the rights and obligations of parties hereto with respect to any   Restricted ADSs, any conflict arises between (a) the terms of the Deposit Agreement (other than   this Section 2.14) and (b) the terms of this Section 2.14 or (ii) the applicable Restricted ADR,   the terms and conditions set forth in this Section 2.14 and of the Restricted ADR shall be   controlling and shall govern the rights and obligations of the parties to the Deposit Agreement   pertaining to the deposited Restricted Shares, the Restricted ADSs and Restricted ADRs.   If the Restricted ADRs, the Restricted ADSs and the Restricted Shares cease to be   Restricted Securities, the Depositary, upon receipt of (x) an opinion of counsel reasonably   satisfactory to the Depositary setting forth, inter alia, that the Restricted ADRs, the Restricted   ADSs and the Restricted Shares are not as of such time Restricted Securities, and (y) instructions   from the Company to remove the restrictions applicable to the Restricted ADRs, the Restricted   ADSs and the Restricted Shares, shall (i) eliminate the distinctions and separations that may have   17   6620885v.5
 been established between the applicable Restricted Shares held on deposit under this Section   2.14 and the other Shares held on deposit under the terms of the Deposit Agreement that are not   Restricted Shares, (ii) treat the newly unrestricted ADRs and ADSs on the same terms as, and   fully fungible with, the other ADRs and ADSs issued and outstanding under the terms of the   Deposit Agreement that are not Restricted ADRs or Restricted ADSs, (iii) take all actions   necessary to remove any distinctions, limitations and restrictions previously existing under this   Section 2.14 between the applicable Restricted ADRs and Restricted ADSs, respectively, on the   one hand, and the other ADRs and ADSs that are not Restricted ADRs or Restricted ADSs,   respectively, on the other hand, including, without limitation, by making the newly-unrestricted   ADSs eligible for Pre-Release Transactions and for inclusion in the applicable book-entry   settlement systems.   ARTICLE III   CERTAIN OBLIGATIONS OF HOLDERS   AND BENEFICIAL OWNERS OF ADSs   Section 3.1 Proofs, Certificates and Other Information. Any person presenting   Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and   Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such   proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other   governmental charges, exchange control approval, legal or beneficial ownership of ADSs and   Deposited Property and compliance with applicable laws, the terms of the Deposit Agreement or   the ADR(s) evidencing the ADSs and the provisions of, or governing, the Deposited Property   and to execute such certifications and to make such representations and warranties, and to   provide such other information and documentation (or, in the case of Shares in registered form   presented for deposit, such information relating to the registration on the books of the Company   or of the Share Registrar and VPS) as the Depositary or the Custodian may deem reasonably   necessary or proper or as the Company may reasonably require by written request to the   Depositary in each case, consistent with their respective obligations under the Deposit   Agreement and the applicable ADR(s). The Depositary and the Registrar, as applicable, may   withhold the execution or delivery or registration of transfer of any ADR or ADS or the   distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the   extent not limited by the terms of Section 7.8, the delivery of any Deposited Property until such   proof or other information is filed or such certifications are executed, or such representations and   warranties are made, or such other documentation or information provided, in each case to the   Depositary's, the Registrar's and the Company's reasonable satisfaction. The Depositary shall   provide the Company, in a timely manner, with copies or originals if necessary and appropriate   of any such proofs of citizenship or residence, taxpayer status, or exchange control approval   or copies of written representations and warranties which it receives from Holders and Beneficial   Owners, and (ii) any other information or documents which the Company may reasonably   request and which the Depositary shall request and receive from any Holder or Beneficial Owner   or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal.   Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if   such information was requested from and not provided by the Holders or Beneficial Owners, or   18   6620885v,5
 (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial   Owners.   Section 3.2 Liability for Taxes and Other Charges. Any tax or other governmental   charge payable by the Custodian or by the Depositary with respect to any Deposited Property,   ADSs or ADRs shall be payable by the Holders and Beneficial Owners to the Depositary. The   Company, the Custodian and/or the Depositary may withhold or deduct from any distributions   made in respect of Deposited Property, and may sell for the account of a Holder or Beneficial   Owner any or all of the Deposited Property and apply such distributions and sale proceeds in   payment of, any applicable taxes (including applicable interest and penalties) or charges that are   payable by such Holder or Beneficial Owner in respect of the ADSS, Deposited Property and   ADRs, the Holder and the Beneficial Owner remaining liable for any deficiency. The Custodian   may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs,   register the transfer of ADSs, register the split-up or combination of ADRs and (subject to   Section 7.8) the withdrawal of Deposited Property until payment in full of such applicable tax,   charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify   the Depositary, the Company, the Custodian, and any of their agents, officers, employees and   Affiliates for, and to hold each of them harmless from, any claims with respect to taxes   (including applicable interest and penalties thereon) arising from any tax benefit obtained for   such Holder or Beneficial Owner.   Section 3.3 Representations and Warranties on Deposit of Shares. Each person   depositing Shares under the Deposit Agreement shall be deemed thereby to represent and   warrant that (i) such Shares and the certificates therefor (if any) are duly authorized, validly   issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and   similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the   person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are   free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v)   the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be,   Restricted Securities (except as contemplated in Section 2.14), and (vi) the Shares presented for   deposit have not been stripped of any rights or entitlements. Such representations and warranties   shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in   respect thereof and the transfer of such ADSs. If any such representations or warranties are false   in any way, each of the Company and the Depositary shall be authorized, at the cost and expense   of the person depositing Shares, to take any and all actions necessary to correct the consequences   thereof.   Section 3.4 Compliance with Information Requests. Notwithstanding any other   provision of the Deposit Agreement or any ADR(s), each Holder and Beneficial Owner agrees to   comply with requests from the Company pursuant to applicable law, the rules and requirements   of any stock exchange on which the Shares or ADSs are, or will be, registered, traded or listed or   the Articles of Association of the Company, which are made to provide information, inter alia,   as to the capacity in which such Holder or Beneficial Owner owns ADSs (and Shares as the case   may be) and regarding the identity of any other person(s) interested in such ADSs and the nature   of such interest and various other matters, whether or not they are Holders or Beneficial Owners   at the time of such request. The Depositary agrees to use its reasonable efforts to forward, upon   19   6620885v.5
 the request of the Company and at the Company's expense, any such request from the Company   to the Holders and to forward to the Company any such responses to such requests received by   the Depositary.   Section 3.5 Ownership Restrictions. Notwithstanding any other provision in the   Deposit Agreement or any ADR, the Company may restrict transfers of the Shares where such   transfer might result in ownership of Shares exceeding limits, if any, imposed by applicable law   or the Articles of Association of the Company. The Company may also restrict, in such manner   as it deems appropriate, transfers of the ADSs where such transfer may result in the total number   of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any   such limits. The Company may, in its sole discretion but subject to applicable law, instruct the   Depositary to take action with respect to the ownership interest of any Holder or Beneficial   Owner in excess of the limits set forth in the preceding sentence, including, but not limited to,   the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights   or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares   represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations,   if and to the extent such disposition is permitted by applicable law and the Articles of   Association of the Company. Nothing herein shall be interpreted as obligating the Depositary or   the Company to ensure compliance with the ownership restrictions described in this Section 3.5   or any other such restrictions.   Section 3.6 Reporting Obligations and Regulatory Approvals. Applicable laws   and regulations may require holders and beneficial owners of Shares, including the Holders and   Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in   certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for   determining and complying with such reporting requirements and obtaining such approvals.   Each Holder and each Beneficial Owner hereby agrees to make such determination, file such   reports, and obtain such approvals to the extent and in the form required by applicable laws and   regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company   or any of their respective agents or affiliates shall be required to take any actions whatsoever on   behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or   obtain such regulatory approvals under applicable laws and regulations.   ARTICLE IV   THE DEPOSITED SECURITIES   Section 4.1 Cash Distributions. Whenever the Company intends to make a   distribution of a cash dividend or other cash distribution in respect of any Deposited Securities,   the Company shall give notice thereof to the Depositary at least fifteen (1 5) days prior to the   proposed distribution specifying, inter a/ia, the record date applicable for determining the   holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of   such notice, the Depositary shall establish an ADS Record Date upon the terms described in   Section 4.9, Upon receipt of confirmation from the Custodian of the receipt of any cash dividend   or other cash distribution on any Deposited Securities, or upon receipt of proceeds from the sale   of any Deposited Property held in respect of the ADSs under the terms hereof, the Depositary   20   6620885v,5
 will (1) if at the time of receipt thereof any amounts received in a Foreign Currency can, in the   judgment of the Depositary (pursuant to Section 4.8), be converted on a practicable basis into   Dollars transferable to the United States, promptly convert or cause to be converted such cash   dividend, distribution or proceeds into Dollars (on the terms described in Section 4.8), (ii) if   applicable and unless previously established, establish the ADS Record Date upon the terms   described in Section 4.9, and (iii) distribute promptly the amount thus received (net of (a) the   applicable fees and charges of, and expenses incurred by, the Depositary (in each case as   provided in Section 5.9 and Exhibit B) and (b) taxes required to be withheld as a result of the   distribution, to the Holders entitled thereto as of the ADS Record Date in proportion to the   number of ADSs held as of the ADS Record Date. The Depositary shall distribute only such   amount, however, as can be distributed without attributing to any Holder a fraction of one cent,   and any balance not so distributed shall be held by the Depositary (without liability for interest   thereon) and shall be added to and become part of the next sum received by the Depositary for   distribution to Holders of ADSs outstanding at the time of the next distribution. If the Company,   the Custodian or the Depositary is required to withhold and does withhold from any cash   dividend or other cash distribution in respect of any Deposited Securities, or from any cash   proceeds from the sales of Deposited Property, an amount on account of applicable taxes, duties   or other governmental charges, the amount distributed to Holders on the ADSs shall be reduced   accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the   Depositary to the relevant governmental authority. Evidence of payment thereof by the   Company shall be forwarded by the Company to the Depositary and evidence of payment thereof   by the Depositary shall be forwarded by the Depositary to the Company, in each case upon   request of the other party. The Depositary will hold any cash amounts it is unable to distribute in   a non-interest bearing account for the benefit of the applicable Holders and Beneficial Owners of   ADSs until the distribution can be effected or the funds that the Depositary holds must be   escheated as unclaimed property in accordance with the laws of the relevant states of the United   States.   Section 4.2 Distribution in Shares. Whenever the Company intends to make a   distribution that consists of a dividend in, or free distribution of, Shares, the Company shall give   notice thereof to the Depositary at least twenty (20) days prior to the proposed distribution,   specifying, inter a/ia, the record date applicable to holders of Deposited Securities entitled to   receive such distribution. Upon the timely receipt of such notice from the Company, the   Depositary shall establish the ADS Record Date upon the terms described in Section 4.9. Upon   receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the   Company, the Depositary shall either (i) subject to Section 5.9, distribute to the Holders as of the   ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date,   additional ADSs, which represent in the aggregate the number of Shares received as such   dividend, or free distribution, subject to the other terms of the Deposit Agreement (including,   without limitation, (a) the applicable fees and charges of, and expenses incurred by, the   Depositary (in each case, as provided in Section 5.9 and Exhibit B) and (b) taxes required to be   withheld as a result of the distribution), or (ii) if additional ADSs are not so distributed, take all   actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to   the extent permissible by law, thenceforth also represent rights and interests in the additional   integral number of Shares distributed upon the Deposited Securities represented thereby (net of   (a) the applicable fees and charges of, and expenses incurred by, the Depositary (in each case, as   21   6620885v.5
 provided in Section 5.9 and Exhibit B) and (b) applicable taxes). In lieu of delivering fractional   ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented   by the aggregate of such fractions and distribute the net proceeds upon the terms described in   Section 4. 1. In the event that the Depositary determines that any distribution in property   (including Shares) is subject to any tax or other governmental charges which the Depositary is   obligated to withhold, or, if the Company in the fulfillment of its obligation under Section 5.7,   has furnished an opinion of U.S. counsel determining that Shares must be registered under the   Securities Act or other laws in order to be distributed to Holders (and no such registration   statement has been declared effective), the Depositary may dispose of all or a portion of such   property (including Shares and rights to subscribe therefor) in such amounts and in such manner,   including by public or private sale, as the Depositary deems necessary and practicable, and the   Depositary shall distribute the net proceeds of any such sale (after deduction of (a) applicable   taxes and (b) fees and charges of and expenses incurred by, the Depositary) (in each case as   provided in Section 5.9 and Exhibit B) to Holders entitled thereto upon the terms described in   Section 4.1. The Depositary shall hold and/or distribute any unsold balance of such property in   accordance with the provisions of the Deposit Agreement.   Section 4.3 Elective Distributions in Cash or Shares. Whenever the Company   intends to make a distribution payable at the election of the holders of Deposited Securities in   cash or in additional Shares, the Company shall give notice thereof to the Depositary at least   forty-five (45) days prior to the proposed distribution specifying, inter al/a, the record date   applicable to holders of Deposited Securities entitled to receive such elective distribution and   whether or not it wishes such elective distribution to be made available to Holders of ADSs.   Upon the timely receipt of a notice indicating that the Company wishes such elective distribution   to be made available to Holders of ADSs, the Depositary shall consult with the Company to   determine, and the Company shall assist the Depositary in its determination, whether it is lawful   and reasonably practicable to make such elective distribution available to the Holders of ADSs.   The Depositary shall make such elective distribution available to Holders only if (i) the   Company shall have timely requested that the elective distribution be made available to Holders,   (ii) the Depositary shall have determined that such distribution is reasonably practicable and (iii)   the Depositary shall have received satisfactory documentation within the terms of Section 5.7. If   the above conditions are not satisfied, the Depositary shall establish an ADS Record Date on the   terms described in Section 4.9 and, to the extent permitted by law, distribute to the Holders, on   the basis of the same determination as is made in Norway in respect of the Shares for which no   election is made, either (X) cash upon the terms described in Section 4.1 or (Y) additional ADSs   representing such additional Shares upon the terms described in Section 4.2. If the above   conditions are satisfied, the Depositary shall establish an ADS Record Date on the terms   described in Section 4.9 and establish procedures to enable Holders to elect the receipt of the   proposed distribution in cash or in additional ADSs. The Company shall assist the Depositary in   establishing such procedures to the extent necessary. If a Holder elects to receive the proposed   distribution (X) in cash, the distribution shall be made upon the terms described in Section 4. 1,   or (Y) in ADSs, the distribution shall be made upon the terms described in Section 4.2. Nothing   herein shall obligate the Depositary to make available to Holders a method to receive the elective   distribution in Shares (rather than ADS5). There can be no assurance that Holders generally, or   any Holder in particular, will be given the opportunity to receive elective distributions on the   same terms and conditions as the holders of Shares.   22   6620885v.5
 Section 4.4 Distribution of Rights to Purchase Additional ADSs.   (a) Distribution to ADS Holders. Whenever the Company intends to distribute to   the holders of the Deposited Securities rights to subscribe for additional Shares, the Company   shall give notice thereof to the Depositary at least forty-five (45) days prior to the proposed   distribution specifying, inter a/ia, the record date applicable to holders of Deposited Securities   entitled to receive such distribution and whether or not it wishes such rights to be made available   to Holders of ADSs. Upon the timely receipt of a notice indicating that the Company wishes   such rights to be made available to Holders of ADSs, the Depositary shall consult with the   Company to determine, and the Company shall assist the Depositary in its determination,   whether it is lawful and reasonably practicable to make such rights available to the Holders. The   Depositary shall make such rights available to Holders only if the Company shall have timely   requested that such rights be made available to Holders, (ii) the Depositary shall have received   satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have   determined that such distribution of rights is reasonably practicable. In the event any of the   conditions set forth above are not satisfied or if the Company requests that the rights not be made   available to Holders of ADSs, the Depositary shall proceed with the sale of the rights as   contemplated in Section 4.4(b) below. In the event all conditions set forth above are satisfied,   the Depositary shall establish an ADS Record Date (upon the terms described in Section 4.9) and   establish procedures to (x) distribute rights to purchase additional ADSs (by means of warrants   or otherwise), (y) to enable the Holders to exercise such rights (upon payment of the subscription   price and of the applicable (a) fees and charges of, and expenses incurred by, the Depositary (in   each case as provided in Section 5.9 and Exhibit B) and (b) taxes), and (z) to deliver ADSs upon   the valid exercise of such rights. The Company shall assist the Depositary to the extent   necessary in establishing such procedures. Nothing herein shall obligate the Depositary to make   available to the Holders a method to exercise rights to subscribe for Shares (rather than ADSs).   (b) Sale of Rights. If (i) the Company does not timely request the Depositary to   make the rights available to Holders or requests that the rights not be made available to Holders,   (ii) the Depositary fails to receive satisfactory documentation within the terms of Section 5.7 or   determines it is not reasonably practicable to make the rights available to Holders, or (iii) any   rights made available are not exercised and appear to be about to lapse, the Depositary shall   determine whether it is lawful and reasonably practicable to sell such rights, in a riskiess   principal capacity, at such place and upon such terms (including public or private sale) as it may   deem practicable. The Company shall assist the Depositary to the extent necessary to determine   such legality and practicability. The Depositary shall, upon such sale, convert and distribute   proceeds of such sale (net of applicable (a) fees and charges of and expenses incurred by, the   Depositary (in each case as provided in Section 5.9 and Exhibit B) and (b) taxes) upon the terms   set forth in Section 4. 1.   (c) Lapse of Rights. If the Depositary is unable to make any rights available to   Holders upon the terms described in Section 4.4(a) or to arrange for the sale of the rights upon   the terms described in Section 4.4(b), the Depositary shall allow such rights to lapse.   The Depositary shall not be responsible for (i) any failure to determine that it may be   lawful or practicable to make such rights available to Holders in general or any Holders in   23   6620885v,5
 particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or   exercise, or (iii) the content of any materials forwarded to the Holders on behalf of the Company   in connection with the rights distribution, subject in each case to the obligations of the   Depositary pursuant to Section 5.3.   Notwithstanding anything to the contrary in this Section 4.4, if registration (under the   Securities Act or any other applicable law) of the rights or the securities to which any rights   relate may be required in order for the Company to offer such rights or such securities to Holders   and to sell the securities represented by such rights, the Depositary will not distribute such rights   to the Holders (i) unless and until a registration statement under the Securities Act (or other   applicable law) covering such offering is in effect or (ii) unless the Company furnishes the   Depositary opinion(s) of counsel for the Company in the United States and counsel to the   Company in any other applicable country in which rights would be distributed, in each case   reasonably satisfactory to the Depositary, to the effect that the offering and sale of such securities   to Holders and Beneficial Owners are exempt from, or do not require registration under, the   provisions of the Securities Act or any other applicable laws.   In the event that the Company, the Depositary or the Custodian shall be required to   withhold and does withhold from any distribution of Deposited Property (including rights) an   amount on account of taxes or other governmental charges, the amount distributed to the Holders   of ADSs shall be reduced accordingly. In the event that the Depositary determines that any   distribution of Deposited Property (including Shares and rights to subscribe therefor) is subject   to any tax or other governmental charges which the Depositary is obligated to withhold, the   Depositary may dispose of all or a portion of such Deposited Property (including Shares and   rights to subscribe therefor) in such amounts and in such manner, including by public or private   sale, as the Depositary deems necessary and practicable to pay any such taxes or charges.   There can be no assurance that Holders generally, or any Holder in particular, will be   given the opportunity to receive or exercise rights on the same terms and conditions as the   holders of Shares or be able to exercise such rights. Nothing herein shall obligate the Company   to file any registration statement in respect of any rights or Shares or other securities to be   acquired upon the exercise of such rights.   Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares.   (a) Whenever the Company intends to distribute to the holders of Deposited   Securities property other than cash, Shares or rights to purchase additional Shares, the Company   shall give timely notice thereof to the Depositary and shall indicate whether or not it wishes such   distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the   Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult   with the Company, and the Company shall assist the Depositary, to determine whether such   distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such   distribution unless (i) the Company shall have requested the Depositary to make such   distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within   the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution is   reasonably practicable.   24   6620885v.5
 (b) Upon receipt of satisfactory documentation and the request of the Company to   distribute property to Holders of ADSs and after making the requisite determinations set forth in   (a) above, the Depositary shall distribute the property so received to the Holders of record, as of   the ADS Record Date, in proportion to the number of ADSs held by them respectively and in   such manner as the Depositary may deem practicable for accomplishing such distribution (i)   upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by,   the Depositary, and (ii) net of any taxes required to be withheld. The Depositary may dispose of   all or a portion of the property so distributed and deposited, in such amounts and in such manner   (including public or private sale) as the Depositary may deem practicable or necessary to satisfy   any taxes (including applicable interest and penalties) or other governmental charges applicable   to the distribution.   (c) If (i) the Company does not request the Depositary to make such distribution to   Holders or requests not to make such distribution to Holders, (ii) the Depositary does not receive   satisfactory documentation within the terms of Section 5.7, or (iii) the Depositary determines that   all or a portion of such distribution is not reasonably practicable, the Depositary shall sell or   cause such property to be sold in a public or private sale, at such place or places and upon such   terms as it may deem practicable and shall (i) cause the proceeds of such sale, if any, to be   converted into Dollars and (ii) distribute the proceeds of such conversion received by the   Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary   (in each case as provided in Section 5.9 and Exhibit B) and (b) taxes) to the Holders as of the   ADS Record Date upon the terms of Section 4.1. If the Depositary is unable to sell such   property, the Depositary may dispose of such property for the account of the Holders in any way   it deems reasonably practicable under the circumstances.   Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form.   Subject to the terms of this Article IV, distributions in respect of Deposited Securities that are   held by the Depositary in bearer form shall be made to the Depositary for the account of the   respective Holders of ADS(s) with respect to which any such distribution is made upon due   presentation by the Depositary or the Custodian to the Company of any relevant coupons, talons,   or certificates. The Company shall timely notify the Depositary of such distributions. The   Depositary or the Custodian shall promptly present such coupons, talons or certificates, as the   case may be, in connection with any such distribution.   Section 4.7 Redemption. If the Company intends to exercise any right of redemption   in respect of any of the Deposited Securities, the Company shall give notice thereof to the   Depositary at least forty-five (45) days prior to the intended date of redemption which notice   shall set forth the particulars of the proposed redemption. Upon timely receipt of such notice   and (ii) satisfactory documentation given by the Company to the Depositary within the terms of   Section 5.7, and only if the Depositary shall have determined that such proposed redemption is   practicable, the Depositary shall provide to each Holder a notice setting forth the intended   exercise by the Company of the redemption rights and any other particulars set forth in the   Company's notice to the Depositary. The Depositary shall instruct the Custodian to present to   the Company the Deposited Securities in respect of which redemption rights are being exercised   against payment of the applicable redemption price. Upon receipt of confirmation from the   Custodian that the redemption has taken place and that funds representing the redemption price   25   6620885v.5
 have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of   applicable (a) fees and charges of, and the expenses incurred by, the Depositary (in each case as   provided in Section 5.9 and Exhibit B), and (b) taxes), retire ADSs and cancel ADRs, if   applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections   4.1 and 6.2. If less than all outstanding Deposited Securities are redeemed, the ADSs to be   retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary.   The redemption price per ADS shall be the Dollar equivalent of the per Share amount received   by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption of the   Deposited Securities represented by ADSs (subject to the terms of Section 4.8 and the applicable   fees and charges of, and expenses incurred by, the Depositary (in each case as provided in   Section 5.9 and Exhibit B), and applicable taxes) multiplied by the number of Deposited   Securities represented by each ADS redeemed.   Section 4.8 Conversion of Foreign Currency. Whenever the Depositary or the   Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net   proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at   such time be converted on a practicable basis, by sale or in any other manner that it may   determine in accordance with applicable law, into Dollars transferable to the United States and   distributable to the Holders entitled thereto, the Depositary shall convert or cause to be   converted, by sale or in any other manner that it may determine, such Foreign Currency into   Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and   customary expenses incurred in such conversion and any expenses incurred on behalf of the   Holders in complying with currency exchange control or other governmental requirements) in   accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary   shall have distributed warrants or other instruments that entitle the holders thereof to such   Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or   instruments upon surrender thereof for cancellation, in either case without liability for interest   thereon. Such distribution may be made upon an averaged or other practicable basis without   regard to any distinctions among Holders on account of any application of exchange restrictions   or otherwise.   If such conversion or distribution generally or with regard to a particular Holder can be   effected only with the approval or license of any government or agency thereof, the Depositary   shall have authority to file such application for approval or license, if any, as it may deem   desirable. In no event, however, shall the Depositary be obligated to make such a filing.   If at any time the Depositary shall determine that in its judgment the conversion of any   Foreign Currency and the transfer and distribution of proceeds of such conversion received by   the Depositary is not practicable or lawful, or if any approval or license of any governmental   authority or agency thereof that is required for such conversion, transfer and distribution is   denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a   reasonable period, the Depositary may, in its discretion, (i) make such conversion and   distribution in Dollars to the Holders for whom such conversion, transfer and distribution is   lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document   evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and   26   6620885v.5
 practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability   for interest thereon) for the respective accounts of the Holders entitled to receive the same.   Section 4.9 Fixing of ADS Record Date. Whenever the Depositary shall receive   notice of the fixing of a record date by the Company for the determination of holders of   Deposited Securities entitled to receive any distribution (whether in cash, Shares, rights, or other   distribution), or whenever for any reason (but in accordance with the terms of this Deposit   Agreement) the Depositary causes a change in the number of Shares that are represented by each   ADS, or whenever the Depositary shall receive notice of any meeting of or solicitation of   consents or proxies of holders of Shares or other Deposited Securities, or whenever the   Depositary shall find it necessary or convenient in connection with the giving of any notice,   solicitation of any consent or any other matter, the Depositary shall fix a record date (the "ADS   Record Date") for the determination of the Holders of ADS(s) who shall be entitled to receive   such distribution, to give instructions for the exercise of voting rights at any such meeting, to   give or withhold such consent, to receive such notice or solicitation or to otherwise take action,   or to exercise the rights of Holders with respect to such changed number of Shares represented   by each ADS. The Depositary shall make reasonable efforts to establish the ADS Record Date   as closely as possible to the applicable record date for the Deposited Securities (if any) set by the   Company in Norway. Subject to applicable law and the provisions of Section 4.1 through 4.8   and to the other terms and conditions of the Deposit Agreement, only the Holders of ADSs at the   close of business in New York on such ADS Record Date shall be entitled to receive such   distribution, to give such voting instructions, to receive such notice or solicitation, or otherwise   take action.   Section 4.10 Voting of Deposited Securities.As soon as practicable after receipt of   notice of any meeting at which the holders of Deposited Securities are entitled to vote, or of   solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix   the ADS Record Date in respect of such meeting or solicitation of consent or proxy in   accordance with Section 4.9. The Depositary shall, if requested by the Company in writing in a   timely manner (the Depositary having no obligation to take any further action if the request shall   not have been received by the Depositary as soon as practicable but in any event no later than   twenty-one (21) days prior to the date of such vote or meeting), at the Company's expense and   provided no U.S. legal prohibitions exist, distribute to Holders as of the ADS Record Date: (a)   such notice of meeting or solicitation of consent or proxy, (b) a statement that a Holder at the   close of business on the ADS Record Date will be entitled, subject to any applicable law, the   provisions of the Deposit Agreement, the Articles of Association of the Company and the   provisions of or governing the Deposited Securities (which provisions, if any, shall be   summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of   the voting rights, if any, pertaining to the Deposited Securities represented by such Holder's   ADSs provided that such Holder (x) is, or is acting upon the instruction of, the Beneficial Owner   of such Deposited Securities and (y) is registered as a shareholder of the Company in the   Company's share register currently maintained in VPS prior to the meeting, and (c) a brief   statement as to the manner in which such voting instructions may be given.   Notwithstanding anything contained in the Deposit Agreement or any ADR, the   Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the   27   6620885v,5
 stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to   the Depositary in connection with any meeting of, or solicitation of consents or proxies from,   holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or   otherwise publicize to Holders, instructions on how to retrieve such materials or receive such   materials upon request (i.e., by reference to a website containing the materials for retrieval or a   contact for requesting copies of the materials).   Voting instructions may be given only in respect of a number of ADSs representing an   integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of   the ADS Record Date of valid voting instructions in the manner specified by the Depositary, the   Depositary shall endeavor, insofar as practicable and permitted under applicable law, the   provisions of the Deposit Agreement, Articles of Association of the Company, the provisions of   the Deposited Securities and the rules of the Share Registrar and VPS to:   (i) cause the number of Deposited Securities represented by that Holder's ADSs and to   which that Holder's voting instructions relates to be temporarily registered in the Company's   share register currently maintained in VPS in the name of the Beneficial Owner(s) specified by   that Holder on the condition that the Share Registrar or VPS, as applicable, has agreed to re-   register those Deposited Securities immediately after conclusion of the shareholders' meeting in   the name of the Depositary or its nominee or the Custodian or its nominee;   (ii) notify the Company of its intention to vote the Deposited Securities referred to in   clause (i) above as proxy for the applicable Holder(s) and Beneficial Owner(s); and   (iii) to vote or cause to be voted, or otherwise to give effect to the voting instructions of   that Holder by voting or causing to be voted, as proxy for the applicable Holder(s) and Beneficial   Owner(s) the Deposited Securities referred to in clause (i) above in accordance with such voting   instructions.   The Depositary shall not attempt to carry out a voting instruction with respect to ADSs   unless:   (i) either:   A. the Holder of those ADSs states in its voting instructions that it is the Beneficial   Owner of those ADSs; or   B. the voting instructions identify the Beneficial Owner(s) of those ADSs;   (ii) the Holder of those ADSs either:   A. agrees with the Depositary that the Depositary will block registration of transfer of the   relevant ADSs; or   B. delivers those ADSs to a blocked account with DTC for the account of the Depositary   and notifies the Depositary that those ADSs are being held in a blocked account;   28   6620885v.5
 in each case, until the conclusion of the meeting at which voting rights are to be exercised   on behalf of that Holder; and   (iii) the voting instructions specify the date of delivery.   Subject to the rules of any securities exchange or automated inter-dealer quotation system   on which ADSs or the Deposited Securities represented thereby are listed or quoted, upon a   written request by the Company, the Depositary shall deliver, at least two business days prior to   the date of a shareholders' meeting, to the Company, copies of all instructions received from   Holders in accordance with which the Depositary will vote, or cause to be voted, Deposited   Securities at that meeting. Delivery of instructions will be made at the expense of the Company   (unless otherwise agreed in writing by the Company and the Depositary); provided, however,   that payment of such expense shall not be a condition precedent to the obligations of the   Depositary under this Section 4.10.   Neither the Depositary nor the Custodian shall under any circumstances exercise any   discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to   exercise the right to vote, or in any way make use of, for purposes of establishing a quorum   (other than set forth in the immediately following paragraph) or otherwise, the Deposited   Securities represented by ADSs, except pursuant to and in accordance with the voting   instructions timely received from Holders or as otherwise contemplated herein. If the Depositary   timely receives voting instructions from a Holder which fail to specify the manner in which the   Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the   Depositary will deem such Holder (unless otherwise specified in the notice distributed to   Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting   instructions. Deposited Securities represented by ADSs for which no timely voting instructions   are received by the Depositary from the Holder shall not be voted.   Notwithstanding anything else contained herein, the Depositary shall, if so requested in   writing by the Company, represent all Deposited Securities (whether or not voting instructions   have been received in respect of such Deposited Securities from Holders as of the ADS Record   Date) for the sole purpose of establishing quorum at a meeting of shareholders.   Notwithstanding anything else contained in the Deposit Agreement or any ADR, the   Depositary shall not have any obligation to take any action with respect to any meeting, or   solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action   would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary   to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited   Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions   requested to be taken if so requested by the Depositary.   There can be no assurance that Holders generally or any Holder in particular will receive   the notice described above with sufficient time to enable the Holder to return voting instructions   to the Depositary in a timely manner.   29   6620885v.5
 Section 4.11 Changes Affecting Deposited Securities. Upon any change in nominal   or par value, split-up, cancellation, consolidation or any other reclassification of Deposited   Securities, or upon any recapitalization, reorganization, merger, consolidation or sale of assets   affecting the Company or to which it is a party, any property which shall be received by the   Depositary or the Custodian in exchange for, or in conversion of, or replacement of, or otherwise   in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new   Deposited Property under the Deposit Agreement, and the ADSs shall, subject to the provisions   of the Deposit Agreement, any ADR(s) evidencing such ADSs and applicable law, represent the   right to receive such additional or replacement Deposited Property. In giving effect to such   change, split-up, cancellation, consolidation or other reclassification of Deposited Securities,   recapitalization, reorganization, merger, consolidation or sale of assets, the Depositary may, with   the Company's approval, and shall, if the Company shall so request, subject to the terms of the   Deposit Agreement and receipt of an opinion of counsel to the Company reasonably satisfactory   to the Depositary that such actions are not in violation of any applicable laws or regulations,   (i) issue and deliver additional ADSs as in the case of a stock dividend on the Shares, (ii) amend   the Deposit Agreement and the applicable ADRs, (iii) amend the applicable Registration   Statement(s) on Form F-6 as filed with the Commission in respect of the ADSs, (iv) call for the   surrender of outstanding ADRs to be exchanged for new ADRs, and (v) take such other actions   as are appropriate to reflect the transaction with respect to the ADSs. The Company agrees to,   jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the   Commission to permit the issuance of such new form of ADRs. Notwithstanding the foregoing,   in the event that any Deposited Property so received may not be lawfully distributed to some or   all Holders, the Depositary may, with the Company's approval, and shall, if the Company   requests, subject to receipt of an opinion of Company's counsel satisfactory to the Depositary   that such action is not in violation of any applicable laws or regulations, sell such Deposited   Property at public or private sale, at such place or places and upon such terms as it may deem   proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and   expenses incurred by, the Depositary (in each case as provided in Section 5.9 and Exhibit B) and   (b) applicable taxes) for the account of the Holders otherwise entitled to such Deposited Property   upon an averaged or other practicable basis without regard to any distinctions among such   Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a   distribution received in cash pursuant to Section 4.1. The Depositary shall not be responsible for   (i) any failure to determine that it may be lawful or practicable to make such Deposited Property   available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure   or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such   Deposited Property, subject in each case to the obligations of the Depositary pursuant to Section   5.3.   Section 4.12 Available Information. The Company is subject to the periodic reporting   requirements of the Exchange Act and, accordingly, is required to file or submit certain reports   with the Commission. These reports can be retrieved from the Commission's website   (www.sec.gov ) and can be inspected and copied at the public reference facilities maintained by   the Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E.,   Washington D.C. 20549.   30   6620885v.5
 Section 4.13 Reports. The Depositary shall make available for inspection by Holders   at its Principal Office any reports and communications, including any general annual meeting of   shareholders materials, received from the Company which are both (a) received by the   Depositary, the Custodian, or the nominee of either of them as the holder of the Deposited   Property and (b) made generally available to the holders of such Deposited Property by the   Company. The Depositary shall also provide or make available to Holders copies of such reports   when furnished by the Company pursuant to Section 5.6.   Section 4.14 List of Holders. Promptly upon written request by the Company, the   Depositary shall furnish to it a list, as of a recent date, of the names, addresses and holdings of   ADSs of all Holders.   Section 4.15 Taxation. The Depositary will, and will instruct the Custodian to,   forward to the Company or its agents such information from its records as the Company may   reasonably request to enable the Company or its agents to file the necessary tax reports with   governmental authorities or agencies. The Depositary, the Custodian or the Company and its   agents may file such reports as are necessary to reduce or eliminate applicable taxes on dividends   and on other distributions in respect of Deposited Property under applicable tax treaties or laws   for the Holders and Beneficial Owners. In accordance with instructions from the Company and   to the extent practicable, the Depositary or the Custodian will take reasonable administrative   actions to obtain tax refunds, reduced withholding of tax at source on dividends and other   benefits under applicable tax treaties or laws with respect to dividends and other distributions on   the Deposited Property. As a condition to receiving such benefits, Holders and Beneficial   Owners of ADSs may be required from time to time, and in a timely manner, to file such proof   of taxpayer status, residence and beneficial ownership (as applicable), to execute such   certificates and to make such representations and warranties, or to provide any other information   or documents, as the Depositary or the Custodian may deem reasonably necessary or proper to   fulfill the Depositary's or the Custodian's obligations under applicable law. The Holders and   Beneficial Owners shall indemnify the Depositary, the Company, the Custodian and any of their   respective directors, employees, agents and Affiliates against, and hold each of them harmless   from, any claims by any governmental authority with respect to taxes, additions to tax, penalties   or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax   benefit obtained.   If the Company or the Depositary or the Custodian (or any of their respective agents)   withholds from any distribution any amount on account of taxes or governmental charges, or   pays any other tax in respect of such distribution (i.e., stamp duty tax, capital gains or other   similar tax), the Company or the Depositary shall (and shall cause such agent and, in case of the   Depositary, the Custodian to) remit promptly to the Depositary or the Company, as applicable,   information about such taxes or governmental charges withheld or paid, and, if so requested, the   tax receipt (or other proof of payment to the applicable governmental authority) therefor, in each   case, in a form satisfactory to the Depositary or the Company, as applicable. The Depositary   shall, to the extent required by U.S. law, report to Holders any taxes withheld by it or the   Custodian, and, if such information is provided to it by the Company, any taxes withheld by the   Company. The Depositary and the Custodian shall not be required to provide the Holders with   any evidence of the remittance by the Company (or its agents) of any taxes withheld, or of the   31   6620885v. 5
 payment of taxes by the Company, except to the extent the evidence is provided by the Company   to the Depositary or the Custodian, as applicable. Neither the Company, the Depositary nor the   Custodian shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits   of credits on the basis of non U.S. tax paid against such Holder's or Beneficial Owner's income   tax liability.   Neither the Company nor the Depositary is under any obligation to provide the Holders   and Beneficial Owners with any information about the tax status of the Company. Neither the   Company nor the Depositary shall incur any liability for any tax consequences that may be   incurred by Holders and Beneficial Owners on account of their ownership of the ADSs,   including without limitation, tax consequences resulting from the Company (or any of its   subsidiaries) being treated as a "Passive Foreign Investment Company" (in each case as defined   in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise.   ARTICLE V   THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY   Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until   termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain   in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and   delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of   Deposited Securities, the registration of issuances, cancellations, transfers, combinations and   split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued,   transferred, combined or split-up, in each case in accordance with the provisions of the Deposit   Agreement.   The Registrar shall keep books for the registration of ADSs which at all reasonable times   shall be open for inspection by the Company and by the Holders of such ADSs, provided that   such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating   with Holders of such ADSs in the interest of a business or object other than the business of the   Company or other than a matter related to the Deposit Agreement or the ADSs.   The Registrar may close the transfer books with respect to the ADSs, at any time or from   time to time, when deemed necessary or advisable by it in good faith in connection with the   performance of its duties hereunder, or at the reasonable written request of the Company subject,   in all cases, to Section 7.8.   If any ADSs are listed on one or more stock exchanges or automated quotation systems in   the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more   co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of   ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred,   combined or split-up, in accordance with any requirements of such exchanges or systems. Such   Registrar or co-registrars may be removed and a substitute or substitutes appointed by the   Depositary.   32   6620885v.5
 Section 5.2 Exoneration. Neither the Depositary nor the Company shall be obligated   to do or perform any act which is inconsistent with the provisions of the Deposit Agreement or   incur any liability (i) if the Depositary or the Company shall be prevented or forbidden from, or   delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement,   by reason of any provision of any present or future law or regulation of the United States,   Norway or any other relevant country, or of any other applicable governmental authority or   applicable regulatory authority or stock exchange on which either ADSs or the Shares are listed   or quoted, or on account of the possible criminal or civil penalties or restraint, or by reason of   any provision, present or future, of the Articles of Association of the Company or any provision   of or governing any Deposited Securities, or by reason of any act of God or war or other   circumstances beyond its control (including, without limitation, nationalization, expropriation,   currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions,   rebellions, explosions and computer failure), (ii) by reason of any exercise of or failure to   exercise, any discretion provided for in the Deposit Agreement or in the Articles of Association   of the Company or provisions of or governing Deposited Securities, (iii) for any action or   inaction in reliance upon the advice of or information from legal counsel, accountants, any   person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized   representative thereof, or any other person believed by it in good faith to be competent to give   such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from   any distribution, offering, right or other benefit which is made available to holders of Deposited   Securities but is not, under the terms of the Deposit Agreement, made available to Holders of   ADSs, or (v) for any consequential or punitive damages for any breach of the terms of the   Deposit Agreement.   The Depositary, its controlling persons, its agents, any Custodian and the Company, its   controlling persons and its agents may rely and shall be protected in acting upon any written   notice, request or other document believed by it to be genuine and to have been signed or   presented by the proper party or parties.   No disclaimer of liability under the Securities Act is intended by any provision of the   Deposit Agreement.   Section 5.3 Standard of Care. The Company and the Depositary assume no   obligation and shall not be subject to any liability under the Deposit Agreement or any ADRs to   any Holder(s) or Beneficial Owner(s), except that the Company and the Depositary agree to   perform their respective obligations specifically set forth in the Deposit Agreement or the   applicable ADRs without negligence or bad faith.   Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of   their respective controlling persons, or agents, shall be under any obligation to appear in,   prosecute or defend any action, suit or other proceeding in respect of any Deposited Property or   in respect of the ADSs, which in its opinion may involve it in expense or liability, unless   indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and   liability be furnished as often as may be required (and no Custodian shall be under any obligation   whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to   the Depositary).   33   6620895v.5
 The Depositary and its agents shall not be liable for any failure to carry out any   instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast   or the effect of any vote, provided that any such action or omission is in good faith and in   accordance with the terms of the Deposit Agreement. The Depositary shall not, except to the   extent of its own negligence or bad faith, incur any liability for any failure to determine that any   distribution or action may be lawful or reasonably practicable, for the content of any information   submitted to it by the Company for distribution to the Holders or for any inaccuracy of any   translation thereof, for any investment risk associated with acquiring an interest in the Deposited   Property, for the validity or worth of the Deposited Property or for any tax consequences that   may result from the ownership of ADSs, Shares or other Deposited Property, for the   credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the   Deposit Agreement, for the failure or timeliness of any notice from the Company, or for any   action of or failure to act by, or any information provided or not provided by, DTC or any DTC   Participant.   The Depositary shall not be liable for any acts or omissions made by a successor   depositary in connection with any matter arising, and only to the extent that such matter arises,   after the removal or resignation of the Depositary, provided that in connection with the issue out   of which such potential liability arises the Depositary performed its obligations without   negligence or bad faith while it acted as Depositary.   Section 5.4 Resignation and Removal of the Depositary; Appointment of   Successor Depositary. The Depositary may at any time resign as Depositary hereunder by   written notice of resignation delivered to the Company, such resignation to be effective on the   earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall   be entitled to take the actions contemplated in Section 6.2), or (ii) the appointment by the   Company of a successor depositary and its acceptance of such appointment as hereinafter   provided.   The Depositary may at any time be removed by the Company by written notice of such   removal, which removal shall be effective on the later of the 90th day after delivery thereof to   the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in   Section 6.2), or (ii) upon the appointment by the Company of a successor depositary and its   acceptance of such appointment as hereinafter provided.   In case at any time the Depositary acting hereunder shall resign or be removed (other   than in connection with a termination of the Deposit Agreement at the instruction of the   Company under Section 6.2), the Company shall use its reasonable efforts to appoint a successor   depositary, which shall be a bank or trust company having an office in the Borough of   Manhattan, the City of New York. Every successor depositary shall be required by the Company   to execute and deliver to its predecessor and to the Company an instrument in writing accepting   its appointment hereunder, and thereupon such successor depositary, without any further act or   deed (except as required by applicable law), shall become fully vested with all the rights, powers,   duties and obligations of its predecessor (other than as contemplated in Sections 5.8 and 5.9).   The predecessor depositary, upon payment of all sums due it and on the written request of the   Company shall, (i) execute and deliver an instrument transferring to such successor all rights and   34   6620885v,5
 powers of such predecessor hereunder (other than as contemplated in Sections 5.8 and 5.9),   (ii) duly assign, transfer and deliver all of the Depositary's right, title and interest to the   Deposited Property to such successor, and (iii) deliver to such successor a list of the Holders of   all outstanding ADSs and such other information relating to ADSs and Holders thereof as the   successor may reasonably request. Any such successor depositary shall promptly provide notice   of its appointment to such Holders.   Any entity into or with which the Depositary may be merged or consolidated shall be the   successor of the Depositary without the execution or filing of any document or any further act.   Section 5.5 The Custodian. The Depositary has initially appointed DNB NOR   BANK ASA Custody and Investor Services as Custodian for the purpose of the Deposit   Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and   in all respects to the direction of the Depositary for the Deposited Property for which the   Custodian acts as custodian and shall be responsible solely to it. If any Custodian resigns or is   discharged from its duties hereunder with respect to any Deposited Property and no other   Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a   substitute Custodian. The Depositary shall require such resigning or discharged Custodian to   Deliver, or cause the Delivery of, the Deposited Property held by it, together with all such   records maintained by it as Custodian with respect to such Deposited Property as the Depositary   may request, to the Custodian designated by the Depositary. Whenever the Depositary   determines, in its discretion, that it is appropriate to do so, it may appoint an additional   Custodian with respect to any Deposited Property, or discharge the Custodian with respect to any   Deposited Property and appoint a substitute Custodian, which shall thereafter be Custodian   hereunder with respect to the Deposited Property. Immediately upon any such change, the   Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and   the Company.   Citibank, N.A. may at any time act as Custodian of the Deposited Property pursuant to   the Deposit Agreement, in which case any reference to Custodian shall mean Citibank, N.A.   solely in its capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything   contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give   notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian   pursuant to the Deposit Agreement.   Upon the appointment of any successor depositary, any Custodian then acting hereunder   shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the   Deposited Property without any further act or writing, and shall be subject to the direction of the   successor depositary. The successor depositary so appointed shall, nevertheless, on the written   request of any Custodian, execute and deliver to such Custodian all such instruments as may be   proper to give to such Custodian full and complete power and authority to act on the direction of   such successor depositary.   Section 5.6 Notices and Reports. On or before the first date on which the Company   gives notice, by publication or otherwise, of any meeting of holders of Shares or other Deposited   Securities, or of any adjourned meeting of such holders, or of the taking of any action by such   35   6620885v.5
 holders other than at a meeting, or of the taking of any action in respect of any cash or other   distributions or the offering of any rights in respect of Deposited Securities, the Company shall   transmit to the Depositary and the Custodian a copy of the notice thereof in the English language   but otherwise in the form given or to be given to holders of Shares or other Deposited Securities.   The Company shall also furnish to the Custodian and the Depositary a summary, in English, of   any applicable provisions or proposed provisions of the Articles of Association of the Company   that may be relevant or pertain to such notice of meeting or be the subject of a vote thereat.   The Company will also transmit to the Depositary (a) an English language version of the   other notices, reports and communications which are made generally available by the Company   to holders of its Shares or other Deposited Securities and (b) the English-language versions of   the Company's annual reports prepared in accordance with the applicable requirements of the   Commission. The Depositary shall arrange, at the request of the Company and at the Company's   expense, to provide copies thereof to all Holders or make such notices, reports and other   communications available to all Holders on a basis similar to that for holders of Shares or other   Deposited Securities or on such other basis as the Company may advise the Depositary or as may   be required by any applicable law, regulation or stock exchange requirement. The Company has   delivered to the Depositary and the Custodian a copy of the Company's Articles of Association   along with the provisions of or governing the Shares and any other Deposited Securities issued   by the Company in connection with such Shares, and promptly upon any amendment thereto or   change therein, the Company shall deliver to the Depositary and the Custodian a copy of such   amendment thereto or change therein. The Depositary may rely upon such copy for all purposes   of the Deposit Agreement.   The Depositary will, at the expense of the Company, make available a copy of any such   notices, reports or communications issued by the Company and delivered to the Depositary for   inspection by the Holders of the ADSs at the Depositary's Principal Office, at the office of the.   Custodian and at any other designated transfer office.   Section 5.7 Issuance of Additional Shares, AIJSs, etc. The Company agrees that in   the event it or any of its Affiliates proposes (i) an issuance, sale or distribution of additional   Shares, (ii) an offering of rights to subscribe for Shares or other Deposited Securities, (iii) an   issuance or assumption of securities convertible into or exchangeable for Shares, (iv) an issuance   of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective   dividend of cash or Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of holders   of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of   securities, merger or consolidation or transfer of assets, (viii) any assumption, reclassification,   recapitalization, reorganization, merger, consolidation or sale of assets which affects the   Deposited Securities, or (ix) a distribution of securities other than Shares to the Holders, it will   obtain U.S. legal advice and take all steps necessary to ensure that the proposed transaction does   not violate the registration provisions of the Securities Act, or any other applicable laws   (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange   Act and the securities laws of the states of the U.S.). In support of the foregoing and if requested   by the Depositary, the Company will furnish to the Depositary (a) a written opinion of U.S.   counsel (reasonably satisfactory to the Depositary) stating whether such transaction (1) requires a   registration statement under the Securities Act to be in effect or (2) is exempt from the   36   6620885v.5
 registration requirements of the Securities Act and (b) an opinion of Norwegian counsel stating   that (1) making the transaction available to Holders and Beneficial Owners does not violate the   laws or regulations of Norway and (2) all requisite regulatory consents and approvals have been   obtained in Norway. If the filing of a registration statement is required, the Depositary shall not   have any obligation to proceed with the transaction unless it shall have received evidence   reasonably satisfactory to it that such registration statement has been declared effective. If, being   advised by counsel, the Company determines that a transaction is required to be registered under   the Securities Act, the Company will either (1) register such transaction to the extent necessary,   (ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act   or (iii) direct the Depositary to take specific measures, in each case as contemplated in the   Deposit Agreement, to prevent such transaction from violating the registration requirements of   the Securities Act. The Company agrees with the Depositary that neither the Company nor any   of its Affiliates that are controlled by the Company will at any time (i) deposit any Shares or   other Deposited Securities, either upon original issuance or upon a sale of Shares or other   Deposited Securities previously issued and reacquired by the Company or by any such Affiliate,   or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or   exchangeable for Shares or rights to subscribe for such securities or distribute securities other   than Shares, unless such transaction and the securities issuable in such transaction do not violate   the registration provisions of the Securities Act, or any other applicable laws (including, without   limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the   securities laws of the states of the U.S.).   Notwithstanding anything else contained in the Deposit Agreement, nothing in the   Deposit Agreement shall be deemed to obligate the Company to file any registration statement in   respect of any proposed transaction.   Section 5.8 Indemnification. The Depositary agrees to indemnify the Company and   its directors, officers, employees, agents and Affiliates against, and hold each of them harmless   from, any direct loss, liability, tax, charge or expense of any kind whatsoever (including, but not   limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed or   omitted by the Depositary under the terms hereof due to the negligence or bad faith of the   Depositary.   The Company agrees to indemnify the Depositary and any of its respective directors,   officers, employees, agents and Affiliates that are engaged in managing or operating the   Company's ADS program against, and hold each of them harmless from, any direct loss,   liability, tax, charge or expense of any kind whatsoever (including, but not limited to, the   reasonable fees and expenses of counsel) that may arise (a) out of, or in connection with, any   offer, issuance, sale, resale, transfer, deposit or withdrawal of ADRs, ADSs, the Shares, or other   Deposited Securities, as the case may be, (b) out of, or as a result of, any offering documents in   respect thereof, or (c) out of acts performed or omitted, (including, but not limited to, any   delivery by the Depositary on behalf of the Company of information regarding the Company) in   connection with the Deposit Agreement, the ADRs, the ADSs, the Shares, or any Deposited   Property, in any such case (i) by the Depositary or any of its respective directors, officers,   employees, agents and such Affiliates, except to the extent such loss, liability, tax, charge or   37   6620885v.5
 expense is due to the negligence or bad faith of any of them, or (ii) by the Company or any of its   directors, officers, employees, agents and controlled Affiliates.   The obligations set forth in this Section shall survive the termination of the Deposit   Agreement and the succession or substitution of any party hereto.   Any person seeking indemnification hereunder (an "indemnified person") shall notify the   person from whom it is seeking indemnification (the "indemnifying person") of the   commencement of any indemnifiable action or claim promptly after such indemnified person   becomes aware of such commencement (provided that the failure to make such notification shall   not affect such indemnified person's rights to seek indemnification except to the extent the   indemnifying person is materially prejudiced by such failure) and shall consult in good faith with   the indemnifying person as to the conduct of the defense of such action or claim that may give   rise to an indemnity hereunder, which defense shall be reasonable in the circumstances. No   indemnified person shall compromise or settle any action or claim that may give rise to an   indemnity hereunder without the consent of the indemnifying person, which consent shall not be   unreasonably withheld.   Section 5.9 ADS Fees and Charges. The Company, the Holders, the Beneficial   Owners, and persons depositing Shares for issuance of ADSs or surrendering ADSs for   cancellation and withdrawal of Deposited Securities shall be required to pay the ADS fees and   charges identified as payable by them respectively in the ADS fee schedule attached hereto as   Exhibit B. All ADS fees and charges so payable may be deducted from distributions or must be   remitted to the Depositary, or its designee, and may, at any time and from time to time, be   changed by agreement between the Depositary and the Company, but, in the case of ADS fees   and charges payable by Holders and Beneficial Owners, only in the manner contemplated in   Section 6.1. The Depositary shall provide, without charge, a copy of its latest ADS fee schedule   to anyone upon request.   ADS fees and charges payable upon (i) deposit of Shares against issuance of ADSs and   (ii) surrender of ADSs for cancellation and withdrawal of Deposited Securities will be payable   by the person to whom the ADSs so issued are delivered by the Depositary (in the case of ADS   issuances) and by the person who delivers the ADSs for cancellation to the Depositary (in the   case of ADS cancellations). In the case of ADSs issued by the Depositary into DTC or presented   to the Depositary via DTC, the ADS issuance and cancellation fees and charges will be payable   by the DTC Participant(s) receiving the ADSs from the Depositary or the DTC Participant(s)   surrendering the ADSs to the Depositary for cancellation, as the case may be, on behalf of the   Beneficial Owner(s) and will be charged by the DTC Participant(s) to the account(s) of the   applicable Beneficial Owner(s) in accordance with the procedures and practices of the DTC   participant(s) as in effect at the time. ADS fees and charges in respect of distributions are   payable by Holders as of the applicable ADS Record Date established by the Depositary. In the   case of distributions of cash, the amount of the applicable ADS fees and charges is deducted   from the funds being distributed. In the case of distributions other than cash, the applicable   Holders as of the ADS Record Date established by the Depositary will be invoiced for the   amount of the ADS fees and charges. For ADSs held through DTC, the ADS fees and charges   for distributions other than cash are charged to the DTC Participants in accordance with the   M.   6620885v,5
 procedures and practices prescribed by DTC from time to time and the DTC Participants in turn   charge the amount of such ADS fees and charges to the Beneficial Owners for whom they hold   ADSs.   The Depositary may reimburse the Company for certain expenses incurred by the   Company in respect of the ADR program established pursuant to the Deposit Agreement, by   making available a portion of the ADS fees charged in respect of the ADR program or otherwise,   upon such terms and conditions as the Company and the Depositary agree from time to time.   The Company shall pay to the Depositary such fees and charges, and reimburse the Depositary   for such out-of-pocket expenses, as the Depositary and the Company may agree from time to   time. Responsibility for payment of such fees, charges and reimbursements may from time to   time be changed by agreement between the Company and the Depositary. Unless otherwise   agreed, the Depositary shall present its statement for such fees, charges and reimbursements to   the Company once every three months. The charges and expenses of the Custodian are for the   sole account of the Depositary.   The obligation of Holders and Beneficial Owners to pay ADS fees and charges shall   survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation or   removal of such Depositary as described in Section 5.4, the right to collect ADS fees and charges   shall extend for those ADS fees and charges incurred prior to the effectiveness of such   resignation or removal.   The Company, the Holders, the Beneficial Owners and persons depositing Shares for   issuance of ADSs or surrendering ADSs for cancellation and withdrawal of Deposited Securities   will not be required to pay any fees or charges to the Depositary, Custodian or any of their   nominees for the services contemplated in this Deposit Agreement, other than fees and charges   set forth in the Deposit Agreement or as otherwise agreed to by such person.   Section 5.10 Pre-Release Transactions. Subject to the further terms and provisions of   this Section 5. 10, the Depositary, its Affiliates and their agents, on their own behalf, may own   and deal in any class of securities of the Company and its Affiliates and in ADSs. In its capacity   as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the   Depositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.3 and (ii)   deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant to   Section 2.7, including ADSs which were issued under (i) above but for which Shares may not   have been received (each such transaction a "Pre-Release Transaction"). The Depositary may   receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSs under (ii)   above. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby   the person or entity (the "Applicant") to whom ADSs or Shares are to be delivered (w) represents   that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares or   ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to   indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares   or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or   the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as   applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements   that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S.   39   6620885v.5
 government securities or such other collateral as the Depositary deems appropriate, (c)   terminable by the Depositary on not more than five (5) business days' notice and (d) subject to   such further indemnities and credit regulations as the Depositary deems appropriate. The   Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release   Transactions at any one time to thirty percent (30%)  of the ADSs outstanding (without giving   effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the   right to change or disregard such limit from time to time as it deems appropriate.   The Depositary may also set limits with respect to the number of ADSs and Shares   involved in Pre-Release Transactions with any one person on a case-by-case basis as it deems   appropriate. The Depositary may retain for its own account any compensation received by it in   conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings   thereon, shall be held for the benefit of the Holders (other than the Applicant).   Section 5.11 Restricted Securities Owners. The Company agrees to advise in writing   each of the persons or entities who, to the knowledge of the Company, holds Restricted   Securities that such Restricted Securities are ineligible for deposit hereunder (except under the   circumstances contemplated in Section 2.14) and, to the extent practicable, shall require each of   such persons to represent in writing that such person will not deposit Restricted Securities   hereunder (except under the circumstances contemplated in Section 2.14).   ARTICLE VI   AMENDMENT AND TERMINATION   Section 6.1 Amendment/Supplement. Subject to the terms and conditions of this   Section 6.1 and applicable law, the ADRs outstanding at any time, the provisions of the Deposit   Agreement and the form of ADR attached hereto and to be issued under the terms hereof may at   any time and from time to time be amended or supplemented by written agreement between the   Company and the Depositary in any respect which they may deem necessary or desirable without   the prior written consent of the Holders or Beneficial Owners. Any amendment or supplement   which shall impose or increase any fees or charges (other than charges in connection with   foreign exchange control regulations, and taxes and other governmental charges, delivery and   other such expenses), or which shall otherwise materially prejudice any substantial existing right   of Holders or Beneficial Owners, shall not, however, become effective as to outstanding ADSs   until the expiration of thirty (30) days after notice of such amendment or supplement shall have   been given to the Holders of outstanding ADSs. Notice of any amendment to the Deposit   Agreement or any ADR shall not need to describe in detail the specific amendments effectuated   thereby, and failure to describe the specific amendments in any such notice shall not render such   notice invalid, provided, however, that, in each such case, the notice given to the Holders   identifies a means for Holders and Beneficial Owners to retrieve or receive the text of such   amendment (i.e., upon retrieval from the Commission's, the Depositary's or the Company's   website or upon request from the Depositary). The parties hereto agree that any amendments or   supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary)   in order for (a) the ADSs to be registered on Form F-6 under the Securities Act or (b) the ADSs   to be settled solely in electronic book-entry form and (ii) do not in either such case impose or   40   6620885v.5
 increase any fees or charges to be borne by Holders, shall be deemed not to materially prejudice   any substantial rights of Holders or Beneficial Owners. Every Holder and Beneficial Owner at   the time any amendment or supplement so becomes effective shall be deemed, by continuing to   hold such ADSs, to consent and agree to such amendment or supplement and to be bound by the   Deposit Agreement and the ADR, if applicable, as amended or supplemented thereby. In no   event shall any amendment or supplement impair the right of the Holder to surrender such ADS   and receive therefor the Deposited Securities represented thereby, except in order to comply with   mandatory provisions of applicable law. Notwithstanding the foregoing, if any governmental   body should adopt new laws, rules or regulations which would require an amendment of, or   supplement to, the Deposit Agreement to ensure compliance therewith, the Company and the   Depositary may amend or supplement the Deposit Agreement and any ADRs at any time in   accordance with such changed laws, rules or regulations. Such amendment or supplement to the   Deposit Agreement and any ADRs in such circumstances may become effective before a notice   of such amendment or supplement is given to Holders or within any other period of time as   required for compliance with such laws, rules or regulations.   Section 6.2 Termination. The Depositary shall, at any time at the written direction of   the Company, terminate the Deposit Agreement by distributing notice of such termination to the   Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such   notice for such termination. If ninety (90) days shall have expired after (i) the Depositary shall   have delivered to the Company a written notice of its election to resign, or (ii) the Company shall   have delivered to the Depositary a written notice of the removal of the Depositary, and, in either   case, a successor depositary shall not have been appointed and accepted its appointment as   provided in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit   Agreement by distributing notice of such termination to the Holders of all ADSs then   outstanding at least thirty (30) days prior to the date fixed in such notice for such termination.   The date so fixed for termination of the Deposit Agreement in any termination notice so   distributed by the Depositary to the Holders of ADSs is referred to as the "Termination Date".   Until the Termination Date, the Depositary shall continue to perform all of its obligations under   the Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of their   rights under the Deposit Agreement.   If any ADSs shall remain outstanding after the Termination Date, the Registrar and the   Depositary shall not, after the Termination Date, have any obligation to perform any further acts   under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms   and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions   pertaining to Deposited Securities, (ii) sell Deposited Property received in respect of Deposited   Securities, (iii) deliver Deposited Securities, together with any dividends or other distributions   received with respect thereto and the net proceeds of the sale of any other Deposited Property, in   exchange for ADSs surrendered to the Depositary (after deducting, or charging, as the case may   be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all   applicable taxes or governmental charges for the account of the Holders and Beneficial Owners,   in each case upon the terms set forth in Section 5.9 of the Deposit Agreement), and (iv) take such   actions as may be required under applicable law in connection with its role as Depositary under   the Deposit Agreement,   41   6620885v.5
 At any time after the Termination Date, the Depositary may sell the Deposited Property   then held under the Deposit Agreement and shall after such sale hold un-invested the net   proceeds of such sale, together with any other cash then held by it under the Deposit Agreement,   in an un-segregated account and without liability for interest, for the pro - rata benefit of the   Holders whose ADSs have not theretofore been surrendered. After making such sale, the   Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to   account for such net proceeds and other cash (after deducting, or charging, as the case may be, in   each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable   taxes or governmental charges for the account of the Holders and Beneficial Owners, in each   case upon the terms set forth in Section 5.9 of the Deposit Agreement), (ii) as may be required at   law in connection with the termination of the Deposit Agreement and (iii) obligations to the   Company under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. After the Termination   Date, the Company shall be discharged from all obligations under the Deposit Agreement, except   for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement.   The obligations under the terms of the Deposit Agreement of Holders and Beneficial Owners of   ADSs outstanding as of the Termination Date shall survive the Termination Date and shall be   discharged only when the applicable ADSs are presented by their Holders to the Depositary for   cancellation under the terms of the Deposit Agreement.   ARTICLE VII   MISCELLANEOUS   Section 7.1 Counterparts. The Deposit Agreement may be executed in any number   of counterparts, each of which shall be deemed an original and all of such counterparts together   shall constitute one and the same agreement. Copies of the Deposit Agreement shall be   maintained with the Depositary and shall be open to inspection by any Holder during business   hours.   Section 7.2 No Third-Party Beneficiaries. The Deposit Agreement is for the   exclusive benefit of the parties hereto (and their successors) and shall not be deemed to give any   legal or equitable right, remedy or claim whatsoever to any other person, except to the extent   specifically set forth in the Deposit Agreement. Nothing in the Deposit Agreement shall be   deemed to give rise to a partnership or joint venture among the parties nor establish a fiduciary   or similar relationship among the parties. The parties hereto acknowledge and agree that (i) the   Depositary and its Affiliates may at any time have multiple banking relationships with the   Company and its Affiliates, (ii) the Depositary and its Affiliates may be engaged at any time in   transactions in which parties adverse to the Company or the Holders or Beneficial Owners may   have interests and (iii) nothing contained in the Deposit Agreement shall (a) preclude the   Depositary or any of its Affiliates from engaging in such transactions or establishing or   maintaining such relationships, and (b) obligate the Depositary or any of its Affiliates to disclose   such transactions or relationships or to account for any profit made or payment received in such   transactions or relationships.   Section 7.3 Severability. In case any one or more of the provisions contained in the   Deposit Agreement or in the ADRs should be or become invalid, illegal or unenforceable in any   42   6620885v.5
 respect, the validity, legality and enforceability of the remaining provisions contained herein or   therein shall in no way be affected, prejudiced or disturbed thereby.   Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. The   Holders and Beneficial Owners from time to time of ADSs issued hereunder shall be parties to   the Deposit Agreement and shall be bound by all of the terms and conditions hereof and of any   ADR evidencing their ADSs by acceptance thereof or any beneficial interest therein.   Section 7.5 Notices. Any and all notices to be given to the Company shall be deemed   to have been duly given if personally delivered or sent by mail, air courier or cable, telex or   facsimile transmission, confirmed by letter personally delivered or sent by mail or air courier,   addressed to Sandviksboder 77 A/B, 5035 Bergen, Norway, Attention: Company Secretary, or   to any other address which the Company may specify in writing to the Depositary.   Any and all notices to be given to the Depositary shall be deemed to have been duly   given if personally delivered or sent by mail, air courier or cable, telex or facsimile transmission,   confirmed by letter personally delivered or sent by mail or air courier, addressed to Citibank,   N.A., 388 Greenwich Street, New York, New York 10013, U.S.A., Attention: Depositary   Receipts Department, or to any other address which the Depositary may specify in writing to the   Company.   Any and all notices to be given to any Holder shall be deemed to have been duly given if   (a) personally delivered or sent by mail or cable, telex or facsimile transmission, confirmed by   letter, addressed to such Holder at the address of such Holder as it appears on the books of the   Depositary or, if such Holder shall have filed with the Depositary a request that notices intended   for such Holder be mailed to some other address, at the address specified in such request, or   (b) if a Holder shall have designated such means of notification as an acceptable means of   notification under the terms of the Deposit Agreement, by means of electronic messaging   addressed for delivery to the e-mail address designated by the Holder for such purpose. Notice   to Holders shall be deemed to be notice to Beneficial Owners for all purposes of the Deposit   Agreement. Failure to notify a Holder or any defect in the notification to a Holder shall not   affect the sufficiency of notification to other Holders or to the Beneficial Owners of ADSs held   by such other Holders.   Delivery of a notice sent by mail, air courier or cable, telex or facsimile transmission   shall be deemed to be effective at the time when a duly addressed letter containing the same (or a   confirmation thereof in the case of a cable, telex or facsimile transmission) is deposited, postage   prepaid, in a post-office letter box or delivered to an air courier service, without regard for the   actual receipt or time of actual receipt thereof by a Holder. The Depositary or the Company   may, however, act upon any cable, telex or facsimile transmission received by it from any   Holder, the Custodian, the Depositary, or the Company, notwithstanding that such cable, telex or   facsimile transmission shall not be subsequently confirmed by letter.   Delivery of a notice by means of electronic messaging shall be deemed to be effective at   the time of the initiation of the transmission by the sender (as shown on the sender's records),   notwithstanding that the intended recipient retrieves the message at a later date, fails to retrieve   43   6620885v.5
 such message, or fails to receive such notice on account of its failure to maintain the designated   e-mail address, its failure to designate a substitute e-mail address or for any other reason.   Section 7.6 Governing Law and Jurisdiction. The Deposit Agreement and the   ADRs shall be interpreted in accordance with, and all rights hereunder and thereunder and   provisions hereof and thereof shall be governed by, the laws of the State of New York.   Notwithstanding anything contained in the Deposit Agreement, any ADR or any present or   future provisions of the laws of the State of New York, the rights of holders of Shares and of any   other Deposited Securities and the obligations and duties of the Company in respect of the   holders of Shares and other Deposited Securities, as such, shall be governed by the laws of   Norway (or, if applicable, such other laws as may govern the Deposited Securities).   Except as set forth in the following paragraph of this Section 7.6, the Company and the   Depositary agree that the federal or state courts in the City of New York shall have jurisdiction   to hear and determine any suit, action or proceeding and to settle any dispute between them that   may arise out of or in connection with the Deposit Agreement and, for such purposes, each   irrevocably submits to the non-exclusive jurisdiction of such courts. The Company hereby   irrevocably designates, appoints and empowers CT Corporation System (the "Agent") now at   Ill Eighth Avenue, 13thi  Floor, New York, New York 10011 as its authorized agent to receive   and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by   mail of any and all legal process, summons, notices and documents that may be served in any   suit, action or proceeding brought against the Company in any federal or state court as described   in the preceding sentence or in the next paragraph of this Section 7.6. If for any reason the   Agent shall cease to be available to act as such, the Company agrees to designate a new agent in   New York on the terms and for the purposes of this Section 7.6 reasonably satisfactory to the   Depositary. The Company further hereby irrevocably consents and agrees to the service of any   and all legal process, summons, notices and documents in any suit, action or proceeding against   the Company, by service by mail of a copy thereof upon the Agent (whether or not the   appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to   accept or acknowledge such service), with a copy mailed to the Company by registered or   certified air mail, postage prepaid, to its address provided in Section 7.5. The Company agrees   that the failure of the Agent to give any notice of such service to it shall not impair or affect in   any way the validity of such service or any judgment rendered in any action or proceeding based   thereon.   Notwithstanding the foregoing, the Depositary and the Company unconditionally agree   that in the event that a Holder or Beneficial Owner brings a suit, action or proceeding against (a)   the Company, (b) the Depositary in its capacity as Depositary under the Deposit Agreement or   (c) against both the Company and the Depositary, in any such case, in any state or federal court   of the United States, and the Depositary or the Company have any claim, for indemnification or   otherwise, against each other arising out of the subject matter of such suit, action or proceeding,   then the Company and the Depositary may pursue such claim against each other in the state or   federal court in the United States in which such suit, action, or proceeding is pending and, for   such purposes, the Company and the Depositary irrevocably submit to the non-exclusive   jurisdiction of such courts. The Company agrees that service of process upon the Agent in the   44   6620885v.5
 manner set forth in the preceding paragraph shall be effective service upon it for any suit, action   or proceeding brought against it as described in this paragraph.   The Company and the Depositary each irrevocably and unconditionally waives, to the   fullest extent permitted by law, any objection that it may now or hereafter have to the laying of   venue of any actions, suits or proceedings brought in any court as provided in this Section 7.6,   and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in   any such court that any such action, suit or proceeding brought in any such court has been   brought in an inconvenient forum.   The Company and the Depositary each irrevocably and unconditionally waives, to the   fullest extent permitted by law, and agrees not to plead or claim, any right of immunity from   legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court,   from service of process, from attachment upon or prior to judgment, from attachment in aid of   execution or judgment, from execution of judgment, or from any other legal process or   proceeding for the giving of any relief or for the enforcement of any judgment, and consents to   such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case   with respect to any matter arising out of, or in connection with, the Deposit Agreement, any   ADR or the Deposited Property.   No disclaimer of liability under the Securities Act is intended by any provision of the   Deposit Agreement. The provisions of this Section 7.6 shall survive any termination of the   Deposit Agreement, in whole or in part.   Section 7.7 Assignment. Subject to the provisions of Section 5.4, the Deposit   Agreement may not be assigned by either the Company or the Depositary.   Section 7.8 Compliance with U.S. Securities Laws. Notwithstanding anything in the   Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities will not   be suspended by the Company or the Depositary except as would be permitted by Instruction   I.A.(1) of the General Instructions to Form F-6 Registration Statement, as amended from time to   time, under the Securities Act.   Section 7.9 Norwegian Law References. Any summary of Norwegian laws and   regulations and of the terms of the Company's Articles of Association set forth in the Deposit   Agreement have been provided by the Company solely for the convenience of Holders,   Beneficial Owners and the Depositary. While such summaries are believed by the Company to   be accurate as of the date of the Deposit Agreement, (i) they are summaries and as such may not   include all aspects of the materials summarized applicable to a Holder or Beneficial Owner, and   (ii) these laws and regulations and the Company's Articles of Association may change after the   date of the Deposit Agreement. Neither the Depositary nor the Company has any obligation   under the terms of the Deposit Agreement to update any such summaries.   Section 7.10 Titles and References.   (a) Deposit Agreement. All references in the Deposit Agreement to exhibits,   articles, sections, subsections, and other subdivisions refer to the exhibits, articles, sections,   6620885v.5
 subsections and other subdivisions of the Deposit Agreement unless expressly provided   otherwise. The words "the Deposit Agreement", "herein", "hereof', "hereby", "hereunder", and   words of similar import refer to the Deposit Agreement as a whole as in effect at the relevant   time between the Company, the Depositary and the Holders and Beneficial Owners of ADSs and   not to any particular subdivision unless expressly so limited. Pronouns in masculine, feminine   and neuter gender shall be construed to include any other gender, and words in the singular form   shall be construed to include the plural and vice versa unless the context otherwise requires.   Titles to sections of the Deposit Agreement are included for convenience only and shall be   disregarded in construing the language contained in the Deposit Agreement. References to   "applicable laws and regulations" shall refer to laws and regulations applicable to ADRs, ADSs   or Deposited Property as in effect at the relevant time of determination, unless otherwise   required by law or regulation.   (b) ADRs. All references in any ADR(s) to paragraphs, exhibits, articles, sections,   subsections, and other subdivisions refer to the paragraphs, exhibits, articles, sections,   subsections and other subdivisions of the ADR(s) in question unless expressly provided   otherwise. The words "the Receipt", "the ADR", "herein", "hereof', "hereby", "hereunder", and   words of similar import used in any ADR refer to the ADR as a whole and as in effect at the   relevant time, and not to any particular subdivision unless expressly so limited. Pronouns in   masculine, feminine and neuter gender in any ADR shall be construed to include any other   gender, and words in the singular form shall be construed to include the plural and vice versa   unless the context otherwise requires. Titles to paragraphs of any ADR are included for   convenience only and shall be disregarded in construing the language contained in the ADR.   References to "applicable laws and regulations" shall refer to laws and regulations applicable to   ADRs, ADSs or Deposited Property as in effect at the relevant time of determination, unless   otherwise required by law or regulation.   46   6620885v.5
 IN WITNESS WHEREOF, MARINE HARVEST ASA and CITIBANK, N.A. have   (July executed the Deposit Agreement as of the day and year first above set forth and all Holders   and Beneficial Owners shall become parties hereto upon acceptance by them ofADSs issued in   accordance with the terms hereof, or upon acquisition of any beneficial interest therein,   MARINE HARVEST ASA   B'   e: \vr4   Title: r}   CITIBANK, N.A.   Name:   Title:
 IN WITNESS WHEREOF MARINE HARVEST ASA and CITIBANK, N.A. have   duly executed the Deposit Agreement as of the day and year first above set forth and all Holders   and Beneficial Owners shall become parties hereto upon acceptance by them of ADSs issued in   accordance with the terms hereof, or upon acquisition of any beneficial interest therein.   MARINE HARVEST ASA   By:   Name:   Title:   CITIBANK, N.A.   By: -   Title:   47   6620885v.5
 EXHIBIT A   [FORM OF ADRI   Number CUSIP NUMBER: 56824R 205   American Depositary Shares (each   American Depositary Share   representing the right to receive one   fully paid ordinary share)   AMERICAN DEPOSITARY RECEIPT   FOR   AMERICAN DEPOSITARY SHARES   representing   DEPOSITED ORDINARY SHARES   of   MARINE HARVEST ASA   (Incorporated under the laws of Norway)   CITIBANK, N.A., a national banking association organized and existing under the laws   of the United States of America, as depositary (the "Depositary"), hereby certifies that   is the owner of  American Depositary Shares (hereinafter   "ADS") representing deposited ordinary shares, including evidence of rights to receive such   ordinary shares (the "Shares"), of Marine Harvest ASA, a corporation incorporated under the   laws of Norway (the "Company"). As of the date of the Deposit Agreement (as hereinafter   defined), each ADS represents the right to receive one Share deposited under the Deposit   Agreement with the Custodian, which at the date of execution of the Deposit Agreement is DNB   NOR BANK ASA Custody and Investor Services (the "Custodian"). The ADS(s)-to-Share(s)   ratio is subject to amendment as provided in Articles IV and VI of the Deposit Agreement. The   Depositary's Principal Office is located at 388 Greenwich Street, New York, New York 10013,   U.S. A.   (1) The Deposit Agreement. This American Depositary Receipt is one of an issue of   American Depositary Receipts ("ADRs"), all issued and to be issued upon the terms and   conditions set forth in the Deposit Agreement, dated as of January 27, 2014 (as amended and   supplemented from time to time, the "Deposit Agreement"), by and among the Company, the   A-i   6620885v.5
 Depositary, and all Holders and Beneficial Owners from time to time of ADSs issued thereunder.   The Deposit Agreement sets forth the rights and obligations of Holders and Beneficial Owners of   ADSs and the rights and duties of the Depositary in respect of the Shares deposited thereunder   and any and all other Deposited Property (as defined in the Deposit Agreement) from time to   time received and held on deposit in respect of the ADSs. Copies of the Deposit Agreement are   on file at the Principal Office of the Depositary and with the Custodian. Each Holder and each   Beneficial Owner, upon acceptance of any ADSs (or any interest therein) issued in accordance   with the terms and conditions of the Deposit Agreement, shall be deemed for all purposes to (a)   be a party to and bound by the terms of the Deposit Agreement and the applicable ADR(s), and   (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to act on its behalf   and to take any and all actions contemplated in the Deposit Agreement and the applicable   ADR(s), to adopt any and all procedures necessary to comply with applicable law and to take   such action as the Depositary in its sole discretion may deem necessary or appropriate to carry   out the purposes of the Deposit Agreement and the applicable ADR(s), the taking of such actions   to be the conclusive determinant of the necessity and appropriateness thereof.   The statements made on the face and reverse of this ADR are summaries of certain   provisions of the Deposit Agreement and the Articles of Association of the Company (as in   effect on the date of the signing of the Deposit Agreement) and are qualified by and subject to   the detailed provisions of the Deposit Agreement and the Articles of Association, to which   reference is hereby made. All capitalized terms used herein which are not otherwise defined   herein shall have the meanings ascribed thereto in the Deposit Agreement. Neither the Company   nor the Depositary makes any representation or warranty as to the validity or worth of the   Deposited Property. The Depositary has made arrangements for the acceptance of the ADSs into   DTC. Each Beneficial Owner of ADSs held through DTC must rely on the procedures of DTC   and the DTC Participants to exercise and be entitled to any rights attributable to such ADSs. The   Depositary may issue Uncertificated ADSs subject, however, to the terms and conditions of   Section 2.13 of the Deposit Agreement.   (2) Surrender of ADSs and Withdrawal of Deposited Securities. The Holder of this ADR   (and of the ADSs evidenced hereby) shall be entitled to Delivery in Norway of the Deposited   Securities at the time represented by the ADSs evidenced hereby upon satisfaction of each of the   following conditions: (i) the Holder (or a duly-authorized attorney of the Holder) has duly   Delivered to the Depositary at its Principal Office the ADSs evidenced hereby (and, if   applicable, this ADR) for the purpose of withdrawal of the Deposited Securities represented   thereby, (ii) if applicable and so required by the Depositary, this ADR Delivered to the   Depositary for such purpose has been properly endorsed in blank or is accompanied by proper   instruments of transfer in blank (including signature guarantees in accordance with standard   securities industry practice), (iii) if so required by the Depositary, the Holder of the ADSs has   executed and delivered to the Depositary a written order directing the Depositary to cause the   Deposited Securities being withdrawn to be Delivered to or upon the written order of the   person(s) designated in such order, and (iv) all applicable fees and charges of, and expenses   incurred by, the Depositary (as are set forth in Section 5.9 of, and Exhibit B to, the Deposit   Agreement) and all applicable taxes and governmental charges have been paid, subject, however,   in each case, to the terms and conditions of this ADR evidencing the surrendered ADSs, of the   Deposit Agreement, of the Company's Articles of Association, of any applicable laws and the   WIM   6620985v.5
 rules of VPS, and to any provisions of or governing the Deposited Securities, in each case as in   effect at the time thereof.   Upon satisfaction of each of the conditions specified above, the Depositary (i) shall   cancel the ADSs Delivered to it (and, if applicable, this ADR evidencing the ADSs so   Delivered), (ii) shall direct the Registrar to record the cancellation of the ADSs so Delivered on   the books maintained for such purpose, and (iii) shall direct the Custodian to Deliver, or cause   the Delivery of, in each case, without unreasonable delay, the Deposited Securities represented   by the ADSs so canceled together with any certificate or other document of title for the   Deposited Securities, or evidence of the electronic transfer thereof (if available), as the case may   be, to or upon the written order of the person(s) designated in the order delivered to the   Depositary for such purpose, subject however, in each case, to the terms and conditions of the   Deposit Agreement, of this ADR evidencing the ADS so cancelled, of the Articles of Association   of the Company, of any applicable laws and of the rules of VPS, and to the terms and conditions   of or governing the Deposited Securities, in each case as in effect at the time thereof.   The Depositary shall not accept for surrender ADSs representing less than one (1) Share.   In the case of Delivery to it of ADSs representing a number other than a whole number of   Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be   Delivered in accordance with the terms hereof, and shall, at the discretion of the Depositary,   either (i) return to the person surrendering such ADSs the number of ADSs representing any   remaining fractional Share, or (ii) sell or cause to be sold the fractional Share represented by the   ADSs so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges   of, and expenses incurred by, the Depositary (as are set forth in Section 5.9 of, and Exhibit B to,   the Deposit Agreement) and (b) taxes required to be withheld as a result of the sale) to the person   surrendering the ADSs. Notwithstanding anything else contained in this ADR or the Deposit   Agreement, the Depositary may make delivery at the Principal Office of the Depositary of   Deposited Property consisting of any cash dividends or cash distributions, or (ii) any proceeds   from the sale of non- cash distributions, which are at the time held by the Depositary in respect   of the Deposited Securities represented by the ADSs surrendered for cancellation and   withdrawal. At the request, risk and expense of any Holder so surrendering ADSs represented   by this ADR, and for the account of such Holder, the Depositary shall direct the Custodian to   forward (to the extent permitted by law) any Deposited Property (other than Deposited   Securities) held by the Custodian in respect of such ADSs to the Depositary for delivery at the   Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk   and expense of such Holder, by cable, telex or facsimile transmission.   (3) Transfer, Combination and Split-Up of ADRs. The Registrar shall register the   transfer of this ADR (and of the ADSs represented hereby) on the books maintained for such   purpose and the Depositary shall (x) cancel this ADR and execute new ADRs evidencing the   same aggregate number of ADSs as those evidenced by this ADR when canceled by the   Depositary, (y) cause the Registrar to countersign such new ADRs, and (z) Deliver such new   ADRs to or upon the order of the person entitled thereto, if each of the following conditions has   been satisfied: (i) this ADR has been duly Delivered by the Holder (or by a duly authorized   attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a   transfer thereof, (ii) this surrendered ADR has been properly endorsed or is accompanied by   A-3   6620885v,5
 proper instruments of transfer (including signature guarantees in accordance with standard   securities industry practice), (iii) this surrendered ADR has been duly stamped (if required by the   laws of the State of New York or of the United States), and (iv) all applicable fees and charges   of, and expenses incurred by, the Depositary (in each case, as are set forth in Section 5.9 of, and   Exhibit B to, the Deposit Agreement) and all applicable taxes and governmental charges have   been paid, subject, however, in each case, to the terms and conditions of this ADR, of the   Deposit Agreement and of applicable law, in each case as in effect at the time thereof.   The Registrar shall register the split-up or combination of this ADR (and of the ADSs   represented hereby) on the books maintained for such purpose and the Depositary shall   (x) cancel this ADR and execute new ADRs for the number of ADSs requested, but in the   aggregate not exceeding the number of ADSs evidenced by this ADR (canceled), (y) cause the   Registrar to countersign such new ADRs, and (z) Deliver such new ADRs to or upon the order of   the Holder thereof, if each of the following conditions has been satisfied: (i) this ADR has been   duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary   at its Principal Office for the purpose of effecting a split-up or combination hereof, and (ii) all   applicable fees and charges of, and expenses incurred by, the Depositary (in each case, as are set   forth in Section 5.9 of, and Exhibit B to, the Deposit Agreement) and all applicable taxes and   government charges have been paid, subject, however, in each case, to the terms and conditions   of this ADR, of the Deposit Agreement and of applicable law, in each case as in effect at the   time thereof.   (4) Pre-Conditions to Registration, Transfer, Etc. As a condition precedent to the   execution and delivery, the registration of issuance, transfer, split-up, combination or surrender,   of any ADS, the delivery of any distribution thereon, or the withdrawal of any Deposited   Property, the Depositary or the Custodian may require (i) payment from the depositor of Shares   or presenter of ADSs or of an ADR of a sum sufficient to reimburse it for any tax or other   governmental charge and any transfer or registration fee applicable with respect thereto   (including any such tax or charge and fee with respect to Shares being deposited or withdrawn)   and payment of any applicable fees and charges of the Depositary, in each case as provided in   Section 5.9 and Exhibit B to the Deposit Agreement and in this ADR, (ii) the production of proof   reasonably satisfactory to it as to the identity and genuineness of any signature or any other   matter contemplated by Section 3.1 of the Deposit Agreement, and (iii) compliance with (A) any   applicable laws or governmental regulations relating to the execution and delivery of ADRs or   ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the   Depositary and the Company may establish consistent with the provisions of this ADR, the   Deposit Agreement and applicable law.   The issuance of ADSs against deposits of Shares generally or against deposits of   particular Shares may be suspended, or the deposit of particular Shares may be refused, or the   registration of transfer of ADSs in particular instances may be refused, or the registration of   transfers of ADSs generally may be suspended, during any period when the transfer books of the   Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is   deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or   from time to time because of any requirement of law or regulation, any government or   governmental body or commission or any securities exchange on which the Shares or ADSs are   A-4   6620885v,5
 listed, or under any provision of the Deposit Agreement or this ADR, or under any provision of,   or governing, the Deposited Securities, or because of a meeting of shareholders of the Company   or for any other reason, subject, in all cases to paragraph (25). Notwithstanding any provision of   the Deposit Agreement or this ADR to the contrary, Holders are entitled to surrender outstanding   ADSs to withdraw the Deposited Securities associated therewith at any time subject only to   (i) temporary delays caused by closing the transfer books of the Depositary or the Company or   the deposit of Shares in connection with voting at a shareholders' meeting or the payment of   dividends, (ii) the payment of applicable fees, taxes and similar charges payable pursuant to the   Deposit Agreement, (iii) compliance with any U.S. or foreign laws or governmental regulations   relating to the ADSs or to the withdrawal of the Deposited Securities, and (iv) other   circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to   Form F-6 (as such General Instructions may be amended from time to time).   (5) Compliance With Information Requests. Notwithstanding any other provision   of the Deposit Agreement or this ADR, each Holder and Beneficial Owner of the ADSs   represented hereby agrees to comply with requests from the Company pursuant to applicable   Norwegian law, the rules and requirements of the Oslo Stock Exchange, and of any other stock   exchange on which Shares or ADSs are, or will be, registered, traded or listed, or the Articles of   Association of the Company, which are made to provide information, inter alia, as to the   capacity in which such Holder or Beneficial Owner owns ADSs (and Shares, as the case may be)   and regarding the identity of any other person(s) interested in such ADSs and the nature of such   interest and various other matters, whether or not they are Holders or Beneficial Owners at the   time of such request.   (6) Ownership Restrictions. Notwithstanding any provision of this ADR or of the   Deposit Agreement, the Company may restrict transfers of the Shares where such transfer might   result in ownership of Shares exceeding limits, if any, imposed by applicable law or the Articles   of Association of the Company. The Company may also restrict, in such manner as it deems   appropriate, transfers of the ADSs where such transfer may result in the total number of Shares   represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such   limits. The Company may, in its sole discretion but subject to applicable law, instruct the   Depositary to take action with respect to the ownership interest of any Holder or Beneficial   Owner in excess of the limits set forth in the preceding sentence, including but not limited to, the   imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or   mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares   represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations,   if and to the extent such disposition is permitted by applicable law and the Articles of   Association of the Company. Nothing herein or in the Deposit Agreement shall be interpreted as   obligating the Depositary or the Company to ensure compliance with the ownership restrictions   described herein or in Section 3.5 of the Deposit Agreement.   (7) Reporting Obligations and Regulatory Approvals. Applicable laws and   regulations may require holders and beneficial owners of Shares, including the Holders and   Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in   certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for   determining and complying with such reporting requirements, and for obtaining such approvals.   A-S   6620885v.5
 Each Holder and each Beneficial Owner hereby agrees to make such determination, file such   reports, and obtain such approvals to the extent and in the form required by applicable laws and   regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company   or any of their respective agents or affiliates shall be required to take any actions whatsoever on   behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or   obtain such regulatory approvals under applicable laws and regulations.   (8) Liability for Taxes and Other Charges. Any tax or other governmental charge   payable by the Custodian or by the Depositary with respect to any Deposited Property, ADSs or   ADRs shall be payable by the Holders and Beneficial Owners to the Depositary. The Company,   the Custodian and/or the Depositary may withhold or deduct from any distributions made in   respect of Deposited Property and may sell for the account of a Holder or Beneficial Owner any   or all of the Deposited Property and apply such distributions and sale proceeds in payment of,   any applicable taxes (including applicable interest and penalties) or charges that are payable by   such Holder or Beneficial Owner in respect of the ADSs, Deposited Property and this ADR, the   Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Custodian may   refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs,   register the transfer of ADSs, register the split-up or combination of ADRs and (subject to   paragraph (25) hereof) the withdrawal of Deposited Property until payment in full of such   applicable tax, charge, penalty or interest is received. Every Holder and Beneficial Owner   agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents,   officers, employees and Affiliates for, and hold each of them harmless from, any claims with   respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit   obtained for such Holder or Beneficial Owner.   (9) Representations and Warranties of Depositors. Each person depositing Shares   under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such   Shares and the certificates therefor (if any), if any, are duly authorized, validly issued, fully paid,   non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if   any, with respect to such Shares have been validly waived or exercised, (iii) the person making   such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear   of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares   presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted   Securities (except as contemplated in Section 2.14 of the Deposit Agreement), and (vi) the   Shares presented for deposit have not been stripped of any rights or entitlements. Such   representations and warranties shall survive the deposit and withdrawal of Shares, the issuance   and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such   representations or warranties are false in any way, the Company and the Depositary shall be   authorized, at the cost and expense of the person depositing Shares, to take any and all actions   necessary to correct the consequences thereof.   (10) Filing Proofs, Certificates and Other Information. Any person presenting   Shares for deposit, and any Holder and any Beneficial Owner may be required, and every Holder   and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian   such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other   governmental charges, exchange control approval, legal or beneficial ownership of ADSs and   A-6   6620885v.5
 Deposited Property and compliance with applicable laws, the terms of the Deposit Agreement or   this ADR evidencing the ADSs and the provisions of, or governing, the Deposited Property and   to execute such certifications and to make such representations and warranties, and to provide   such other information and documentation (or, in the case of Shares in registered form presented   for deposit, such information relating to the registration on the books of the Company or of the   Shares Registrar) as the Depositary or the Custodian may deem reasonably necessary or proper   or as the Company may reasonably require by written request to the Depositary consistent with   their respective obligations under the Deposit Agreement and the applicable ADR(s). The   Depositary and the Registrar, as applicable, may withhold the execution or delivery or   registration of transfer of this ADR or ADS or the distribution or sale of any dividend or   distribution of rights or of the proceeds thereof or, to the extent not limited by paragraph (25),   the delivery of any Deposited Property until such proof or other information is filed or such   certifications are executed, or such representations and warranties are made or such other   documentation or information are provided, in each case to the Depositary's, the Registrar's and   the Company's reasonable satisfaction.   (11) ADS Fees and Charges. The following ADS fees are payable under the terms of   the Deposit Agreement:   (i) ADS Issuance Fee: by any person depositing Shares or to whom ADSs   are issued upon the deposit of Shares (excluding issuances as a result of   distributions described in paragraph (iv) below), a fee not in excess of   U.S. $5.00 per 100 ADSs (or fraction thereof) so issued under the terms of   the Deposit Agreement;   (ii) ADS Cancellation Fee: by any person surrendering ADSs for cancellation   and withdrawal of Deposited Securities or by any person to whom   Deposited Securities are delivered, a fee not in excess of U.S. $5.00 per   100 ADSs (or fraction thereof) surrendered;   (iii) Cash Distribution Fee: by any Holder of ADSs, a fee not in excess of U.S.   $5.00 per 100 ADSs (or fraction thereof) held for the distribution of cash   dividends or other cash distributions (i.e., sale of rights and other   entitlements);   (iv) Stock Distribution /Rights Exercise Fee: by any Holder of ADS(s), a fee   not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held for   (a) the distribution of stock dividends or other free stock distributions or   (b) the exercise of rights to purchase additional ADSs; and   (v) Other Distribution Fee: by any Holder of ADS(s), a fee not in excess of   U.S. $5.00 per 100 ADSs (or fraction thereof) held for the distribution of   securities other than ADSs or rights to purchase additional ADSs.   A-7   6620885v.5
 In addition, Holders, Beneficial Owners, persons depositing Shares for issuance of ADSs,   and persons surrendering ADSs for cancellation and for the purpose of withdrawing Deposited   Securities will be responsible for the payment of the following ADS charges under the terms of   the Deposit Agreement:   (a) taxes (including applicable interest and penalties) and other governmental   charges, in each case applicable to such person;   (b) such registration fees as may from time to time be in effect for the   registration of Shares or other Deposited Securities on the share register   and applicable to transfers of Shares or other Deposited Securities to or   from the name of the Custodian, the Depositary or any nominees upon the   making of deposits and withdrawals, respectively;   (c) such cable, telex and facsimile transmission and delivery expenses as are   expressly provided in the Deposit Agreement to be at the expense of the   person depositing Shares or withdrawing Deposited Securities or of the   Holders and Beneficial Owners of ADSs;   (d) the expenses and charges incurred by the Depositary in the conversion of   foreign currency;   (e) such expenses as are incurred by the Depositary in connection with   compliance with exchange control regulations and other regulatory   requirements applicable to Shares, Deposited Securities, ADSs and ADRs;   and   (1) the expenses incurred by the Depositary, the Custodian, or any nominee in   connection with the delivery or servicing of Deposited Property.   All ADS fees and charges may, at any time and from time to time, be changed by   agreement between the Depositary and Company but, in the case of ADS fees and charges   payable by Holders or Beneficial Owners, only in the manner contemplated by paragraph (22) of   this ADR and as contemplated in the Deposit Agreement. The Depositary will provide, without   charge, a copy of its latest fee schedule to anyone upon request.   ADS fees and charges payable upon (i) deposit of Shares against issuance of ADSs and   (ii) surrender of ADSs for cancellation and withdrawal of Deposited Securities will be payable   by the person to whom the ADSs so issued are delivered by the Depositary (in the case of ADS   issuances) and by the person who delivers the ADSs for cancellation to the Depositary (in the   case of ADS cancellations). In the case of ADSs issued by the Depositary into DTC or presented   to the Depositary via DTC, the ADS issuance and cancellation fees and charges will be payable   by the DTC Participant(s) receiving the ADSs from the Depositary or the DTC Participant(s)   surrendering the ADSs to the Depositary for cancellation, as the case may be, on behalf of the   Beneficial Owner(s) and will be charged by the DTC Participant(s) to the account(s) of the   applicable Beneficial Owner(s) in accordance with the procedures and practices of the DTC   A-8   6620885v.5
 Participant(s) as in effect at the time. ADS fees and charges in respect of distributions are   payable by Holders as of the applicable ADS Record Date established by the Depositary. In the   case of distributions of cash, the amount of the applicable ADS fees and charges is deducted   from the funds being distributed. In the case of distributions other than cash, the applicable   Holders as of the ADS Record Date established by the Depositary will be invoiced for the   amount of the ADS fees and charges. For ADSs held through DTC, the ADS fees and charges   for distributions other than cash are charged to the DTC Participants in accordance with the   procedures and practices prescribed by DTC from time to time and the DTC Participants in turn   charge the amount of such ADS fees and charges to the Beneficial Owners for whom they hold   ADSs.   The Depositary may reimburse the Company for certain expenses incurred by the   Company in respect of the ADR program established pursuant to the Deposit Agreement, by   making available a portion of the ADS fees charged in respect of the ADR program or otherwise,   upon such terms and conditions as the Company and the Depositary agree from time to time.   The Company shall pay to the Depositary such fees and charges, and reimburse the Depositary   for such out-of-pocket expenses, as the Depositary and the Company may agree from time to   time. Responsibility for payment of such fees, charges and reimbursements may from time to   time be changed by agreement between the Company and the Depositary. Unless otherwise   agreed, the Depositary shall present its statement for such fees, charges and reimbursements to   the Company once every three months. The charges and expenses of the Custodian are for the   sole account of the Depositary.   The obligation of the Holders and Beneficial Owners to pay the ADS fees and charges   shall survive the termination of the Deposit Agreement. As to any Depositary, upon the   resignation or removal of such Depositary as described in Section 5.4 of the Deposit Agreement,   the right to collect ADS fees and charges shall extend for those ADS fees and charges incurred   prior to the effectiveness of such resignation or removal.   The Company, the Holders, the Beneficial Owners and persons depositing Shares for   issuance of ADSs or surrendering ADSs for cancellation and withdrawal of Deposited Securities   will not be required to pay any fees or charges to the Depositary, Custodian or any of their   nominees for the services contemplated in the Deposit Agreement, other than fees and charges   set forth in the Deposit Agreement or as otherwise agreed to by such person.   (12) Title to ADRs. Subject to the limitations contained in the Deposit Agreement   and this ADR, it is a condition of this ADR, and every successive Holder of this ADR by   accepting or holding the same consents and agrees, that title to this ADR (and to each ADS   evidenced hereby) shall be transferable upon the same terms as a certificated security under the   laws of the State of New York, provided that, in the case of Certificated ADSs, such ADR has   been properly endorsed or is accompanied by proper instruments of transfer. Notwithstanding   any notice to the contrary, the Depositary and the Company may deem and treat the Holder of   this ADR (that is, the person in whose name this ADR is registered on the books of the   Depositary) as the absolute owner thereof for all purposes. Neither the Depositary nor the   Company shall have any obligation nor be subject to any liability under the Deposit Agreement   or this ADR to any holder of this ADR or any Beneficial Owner unless, in the case of a holder of   A-9   6620885v.5
 ADSs, such holder is the Holder of this ADR registered on the books of the Depositary or, in the   case of a Beneficial Owner, such Beneficial Owner or the Beneficial Owner's representative is   the Holder registered on the books of the Depositary.   (13) Validity of ADR. The Holder(s) of this ADR (and the ADSs represented hereby)   shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable for   any purpose against the Depositary or the Company unless this ADR has been (i) dated, (ii)   signed by the manual or facsimile signature of a duly-authorized signatory of the Depositary, (iii)   countersigned by the manual or facsimile signature of a duly-authorized signatory of the   Registrar, and (iv) registered in the books maintained by the Registrar for the registration of   issuances and transfers of ADRs. An ADR bearing the facsimile signature of a duly-authorized   signatory of the Depositary or the Registrar, who at the time of signature was a duly authorized   signatory of the Depositary or the Registrar, as the case may be, shall bind the Depositary,   notwithstanding the fact that such signatory has ceased to be so authorized prior to the delivery   of such ADR by the Depositary.   (14) Available Information; Reports; Inspection of Transfer Books. The Company   is subject to the periodic reporting requirements of the Exchange Act and, accordingly, is   required to file or submit certain reports with the Commission. These reports can be retrieved   from the Commissions website (www.sec.gpy) and can be inspected and copied at the public   reference facilities maintained by the Commission located (as of the date of the Deposit   Agreement) at 100 F Street, N.E., Washington D.C. 20549. The Depositary shall make   available for inspection by Holders at its Principal Office any reports and communications,   including any general annual meeting of shareholders materials, received from the Company   which are both (a) received by the Depositary, the Custodian, or the nominee of either of them as   the holder of the Deposited Property and (b) made generally available to the holders of such   Deposited Property by the Company.   The Registrar shall keep books for the registration of ADSs which at all reasonable times   shall be open for inspection by the Company and by the Holders of such ADSs, provided that   such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating   with Holders of such ADSs in the interest of a business or object other than the business of the   Company or other than a matter related to the Deposit Agreement or the ADSs.   A-lU   6620885v.5
 The Registrar may close the transfer books with respect to the ADSs, at any time or from   time to time, when deemed necessary or advisable by it in good faith in connection with the   performance of its duties hereunder, or at the reasonable written request of the Company subject,   in all cases, to paragraph (25).   Dated:   CITIBANK, N.A. CITIBANK, N.A.   Transfer Agent and Registrar as Depositary   Authorized Signatory Authorized Signatory   The address of the Principal Office of the Depositary is 388 Greenwich Street, New   York, New York 10013, U.S.A.   A-Il   6620885v.5
 [FORM OF REVERSE OF ADR]   SUMMARY OF CERTAIN ADDITIONAL PROVISIONS   OF THE DEPOSIT AGREEMENT   (15) Dividends and Distributions in Cash, Shares, etc. (a) Cash Distribution: Upon   the timely receipt by the Depositary of a notice from the Company that it intends to make a   distribution of a cash dividend or other cash distribution, the Depositary shall establish an ADS   Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon receipt of   confirmation from the Custodian of receipt of any cash dividend or other cash distribution on any   Deposited Securities, or upon receipt of proceeds from the sale of any Deposited Property held in   respect of the ADSs under the terms of the Deposit Agreement, the Depositary will (i) if at the   time of receipt thereof any amounts received in a Foreign Currency can in the judgment of the   Depositary (pursuant to Section 4.8 of the Deposit Agreement), be converted on a practicable   basis into Dollars transferable to the United States, promptly convert or cause to be converted   such cash dividend, distribution or proceeds into Dollars (on the terms described in Section 4.8   of the Deposit Agreement), (ii) if applicable and unless previously established, establish the ADS   Record Date upon the terms described in Section 4.9 of the Deposit Agreement, and   (iii) distribute promptly the amount thus received (net of (a) the applicable fees and charges of,   and expenses incurred by, the Depositary (in each case as provided in Section 5.9 and Exhibit B   of the Deposit Agreement) and (b) taxes required to be withheld as of a result of the distribution)   to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs   held as of the ADS Record Date. The Depositary shall distribute only such amount, however, as   can be distributed without attributing to any Holder a fraction of one cent, and any balance not so   distributed shall be held by the Depositary (without liability for interest thereon) and shall be   added to and become part of the next sum received by the Depositary for distribution to Holders   of ADSs outstanding at the time of the next distribution. If the Company, the Custodian or the   Depositary is required to withhold and does withhold from any cash dividend or other cash   distribution in respect of any Deposited Securities, or from any cash proceeds from the sales of   Deposited Property, an amount on account of applicable taxes, duties or other governmental   charges, the amount distributed to Holders on the ADSs shall be reduced accordingly. Such   withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the   relevant governmental authority. The Depositary will hold any cash amounts it is unable to   distribute in a non-interest bearing account for the benefit of the applicable Holders and   Beneficial Owners of ADSs until the distribution can be effected or the funds that the Depositary   holds must be escheated as unclaimed property in accordance with the laws of the relevant states   of the United States.   (b) Share Distribution: Upon the timely receipt by the Depositary of a notice from the   Company that it intends to make a distribution that consists of a dividend in, or free distribution   of Shares, the Depositary shall establish the ADS Record Date upon the terms described in   Section 4.9 of the Deposit Agreement. Upon receipt of confirmation from the Custodian of the   receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to   Section 5.9 of the Deposit Agreement, distribute to the Holders as of the ADS Record Date in   A-12   6620885v.5
 proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which   represent in the aggregate the number of Shares received as such dividend, or free distribution,   subject to the other terms of the Deposit Agreement (including, without limitation, (a) the   applicable fees and charges of, and expenses incurred by, the Depositary and (b) applicable taxes   required to be withheld as a result of the distribution), or (ii) if additional ADSs are not so   distributed, take all actions necessary so that each ADS issued and outstanding after the ADS   Record Date shall, to the extent permissible by law, thenceforth also represent rights and   interests in the additional integral number of Shares distributed upon the Deposited Securities   represented thereby (net of (a) the applicable fees and charges of and expenses incurred by, the   Depositary (in each case as provided in Section 5.9 and Exhibit B of the Deposit Agreement),   and (b) taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the number of   Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute   the net proceeds upon the terms described in Section 4.1 of the Deposit Agreement.   In the event that the Depositary determines that any distribution in property (including   Shares) is subject to any tax or other governmental charges which the Depositary is obligated to   withhold, or, if the Company in the fulfillment of its obligations under Section 5.7 of the Deposit   Agreement, has furnished an opinion of U.S. counsel determining that Shares must be registered   under the Securities Act or other laws in order to be distributed to Holders (and no such   registration statement has been declared effective), the Depositary may dispose of all or a portion   of such property (including Shares and rights to subscribe therefor) in such amounts and in such   manner, including by public or private sale, as the Depositary deems necessary and practicable,   and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a)   applicable taxes and (b) applicable fees and charges of and the expenses incurred by, the   Depositary (in each case as provided in Section 5.9 and Exhibit B of the Deposit Agreement)) to   Holders entitled thereto upon the terms of Section 4.1 of the Deposit Agreement. The   Depositary shall hold and/or distribute any unsold balance of such property in accordance with   the provisions of the Deposit Agreement.   (c) Elective Distributions in Cash or Shares: Upon the timely receipt of a notice   indicating that the Company wishes an elective distribution in cash or Shares to be made   available to Holders of ADSs upon the terms described in the Deposit Agreement, the Company   and the Depositary shall determine in accordance with the Deposit Agreement whether such   distribution is lawful and reasonably practicable. The Depositary shall make such elective   distribution available to Holders only if the Company shall have timely requested that the   elective distribution be made available to Holders, (ii) the Depositary shall have determined that   such distribution is reasonably practicable and (iii) the Depositary shall have received   satisfactory documentation within the terms of the Deposit Agreement. If the above conditions   are satisfied, the Depositary shall, subject to the terms and conditions of the Deposit Agreement,   establish an ADS Record Date according to paragraph (16) and establish procedures to enable   the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a   Holder elects to receive the distribution in cash, the distribution shall be made as in the case of a   distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs,   the distribution shall be made as in the case of a distribution in Shares upon the terms described   in the Deposit Agreement. If such elective distribution is not reasonably practicable or if the   Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the   A-13   6620885v.5
 Depositary shall establish an ADS Record Date upon the terms of Section 4.9 of the Deposit   Agreement and, to the extent permitted by law, distribute to Holders, on the basis of the same   determination as is made in Norway in respect of the Shares for which no election is made, either   (x) cash or (y) additional ADSs representing such additional Shares, in each case, upon the terms   described in the Deposit Agreement. Nothing herein or in the Deposit Agreement shall obligate   the Depositary to make available to the Holder hereof a method to receive the elective   distribution in Shares (rather than ADSs). There can be no assurance that the Holder hereof will   be given the opportunity to receive elective distributions on the same terms and conditions as the   holders of Shares.   (d) Distribution of Rights to Purchase Additional ADSs: Upon the timely receipt by the   Depositary of a notice indicating that the Company wishes rights to subscribe for additional   Shares to be made available to Holders of ADSs, the Depositary upon consultation with the   Company, shall determine, whether it is lawful and reasonably practicable to make such rights   available to the Holders. The Depositary shall make such rights available to any Holders only if   (i) the Company shall have timely requested that such rights be made available to Holders, (ii)   the Depositary shall have received the documentation contemplated in the Deposit Agreement,   and (iii) the Depositary shall have determined that such distribution of rights is reasonably   practicable. If such conditions are not satisfied or if the Company requests that the rights not be   made available to Holders of ADSs, the Depositary shall sell the rights as described below. In   the event all conditions set forth above are satisfied, the Depositary shall establish an ADS   Record Date (upon the terms described in Section 4.9 of the Deposit Agreement) and establish   procedures (x) to distribute rights to purchase additional ADSs (by means of warrants or   otherwise), (y) to enable the Holders to exercise such rights (upon payment of the subscription   price and of the applicable (a) fees and charges of, and expenses incurred by, the Depositary (in   each case as provided in Section 5.9 and Exhibit B of the Deposit Agreement) and (b) taxes), and   (z) to deliver ADSs upon the valid exercise of such rights. Nothing herein or in the Deposit   Agreement shall obligate the Depositary to make available to the Holders a method to exercise   rights to subscribe for Shares (rather than ADSs). If (i) the Company does not timely request the   Depositary to make the rights available to Holders or requests that the rights not be made   available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the   terms of Section 5,7 of the Deposit Agreement or determines it is not reasonably practicable to   make the rights available to Holders, or (iii) any rights made available are not exercised and   appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably   practicable to sell such rights, in a riskless principal capacity, at such place and upon such terms   (including public and private sale) as it may deem practicable. The Depositary shall, upon such   sale, convert and distribute proceeds of such sale (net of applicable (a) fees and charges of, and   expenses incurred by, the Depositary (in each case as provided in Section 5.9 and Exhibit B of   the Deposit Agreement) and (b) taxes) upon the terms hereof and of Section 4.1 of the Deposit   Agreement. If the Depositary is unable to make any rights available to Holders upon the terms   described in Section 4.4(a) of the Deposit Agreement or to arrange for the sale of the rights upon   the terms described in Section 4.4(b) of the Deposit Agreement, the Depositary shall allow such   rights to lapse. The Depositary shall not be responsible for (i) any failure to determine that it   may be lawful or practicable to make such rights available to Holders in general or any Holders   in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or   exercise, or (iii) the content of any materials forwarded to the ADS Holders on behalf of the   A-14   6620885v,5
 Company in connection with the rights distribution, subject in each case to the obligations of the   Depositary pursuant to Section 5.3 of the Deposit Agreement.   Notwithstanding anything herein or in the Deposit Agreement to the contrary, if   registration (under the Securities Act or any other applicable law) of the rights or the securities to   which any rights relate may be required in order for the Company to offer such rights or such   securities to Holders and to sell the securities represented by such rights, the Depositary will not   distribute such rights to the Holders (i) unless and until a registration statement under the   Securities Act (or other applicable law) covering such offering is in effect or (ii) unless the   Company furnishes the Depositary opinion(s) of counsel for the Company in the United States   and counsel to the Company in any other applicable country in which rights would be   distributed, in each case reasonably satisfactory to the Depositary, to the effect that the offering   and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require   registration under, the provisions of the Securities Act or any other applicable laws. In the event   that the Company, the Depositary or the Custodian shall be required to withhold and does   withhold from any distribution of Deposited Property (including rights) an amount on account of   taxes or other governmental charges, the amount distributed to the Holders of ADSs shall be   reduced accordingly. In the event that the Depositary determines that any distribution of   Deposited Property (including Shares and rights to subscribe therefor) is subject to any tax or   other governmental charges which the Depositary is obligated to withhold, the Depositary may   dispose of all or a portion of such Deposited Property (including Shares and rights to subscribe   therefor) in such amounts and in such manner, including by public or private sale, as the   Depositary deems necessary and practicable to pay any such taxes or charges.   There can be no assurance that Holders generally, or any Holder in particular, will be   given the opportunity to receive or exercise rights on the same terms and conditions as the   holders of Shares or be able to exercise such rights. Nothing herein or in the Deposit Agreement   shall obligate the Company to file any registration statement in respect of any rights or Shares or   other securities to be acquired upon the exercise of such rights.   Upon receipt of a notice indicating that the Company wishes property other than cash,   Shares or rights to purchase additional Shares, to be made to Holders of ADSs, the Depositary   shall determine whether such distribution to Holders is lawful and reasonably practicable. The   Depositary shall not make such distribution unless (i) the Company shall have requested the   Depositary to make such distribution to Holders, (ii) the Depositary shall have received the   documentation contemplated in the Deposit Agreement, and (iii) the Depositary shall have   determined that such distribution is reasonably practicable. Upon satisfaction of such conditions,   the Depositary shall distribute the property so received to the Holders of record, as of the ADS   Record Date, in proportion to the number of ADSs held by them respectively and in such manner   as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of   payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary,   and (ii) net of any taxes required to be withheld. The Depositary may dispose of all or a portion   of the property so distributed and deposited, in such amounts and in such manner (including   public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes   (including applicable interest and penalties) or other governmental charges applicable to the   distribution.   A-iS   6620885v.5
 If the conditions above are not satisfied, the Depositary shall sell or cause such property   to be sold in a public or private sale, at such place or places and upon such terms as it may deem   practicable and shall (i) cause the proceeds of such sale, if any, to be converted into Dollars and   (ii) distribute the proceeds of such conversion received by the Depositary (net of applicable (a)   fees and charges of, and expenses incurred by, the Depositary (in each case as provided in   Section 5.9 and Exhibit B of the Deposit Agreement) and (b) taxes) to the Holders as of the ADS   Record Date upon the terms hereof and of the Deposit Agreement. If the Depositary is unable to   sell such property, the Depositary may dispose of such property for the account of the Holders in   any way it deems reasonably practicable under the circumstances.   (16) Redemption. Upon timely receipt of notice from the Company that it intends to   exercise its right of redemption in respect of any of the Deposited Securities, and satisfactory   documentation, and upon determining that such proposed redemption is practicable, the   Depositary shall (to the extent practicable) provide to each Holder a notice setting forth the   Company's intention to exercise the redemption rights and any other particulars set forth in the   Company's notice to the Depositary. The Depositary shall instruct the Custodian to present to   the Company the Deposited Securities in respect of which redemption rights are being exercised   against payment of the applicable redemption price. Upon receipt of confirmation from the   Custodian that the redemption has taken place and that funds representing the redemption price   have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of   applicable (a) fees and charges of, and the expenses incurred by, the Depositary (in each case as   provided in Section 5.9 and Exhibit B of the Deposit Agreement), and (b) taxes), retire ADSs   and cancel ADRs, if applicable, upon delivery of such ADSs by Holders thereof and the terms   set forth in Sections 4.1 and 6.2 of the Deposit Agreement. If less than all outstanding Deposited   Securities are redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as   may be determined by the Depositary. The redemption price per ADS shall be the Dollar   equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-   Share(s) ratio) upon the redemption of the Deposited Securities represented by ADSs (subject to   the terms of Section 4.8 of the Deposit Agreement and the applicable fees and charges of, and   expenses incurred by, the Depositary, and applicable taxes) multiplied by the number of   Deposited Securities represented by each ADS redeemed.   (17) Fixing of ADS Record Date. Whenever the Depositary shall receive notice of   the fixing of a record date by the Company for the determination of holders of Deposited   Securities entitled to receive any distribution (whether in cash, Shares, rights or other   distribution), or whenever for any reason (but in accordance with the terms of this Agreement)   the Depositary causes a change in the number of Shares that are represented by each ADS, or   whenever the Depositary shall receive notice of any meeting of, or solicitation of consents or   proxies of, holders of Shares or other Deposited Securities, or whenever the Depositary shall find   it necessary or convenient in connection with the giving of any notice, solicitation of any consent   or any other matter, the Depositary shall fix a record date ("ADS Record Date") for the   determination of the Holders of ADS(s) who shall be entitled to receive such distribution, to give   instructions for the exercise of voting rights at any such meeting, to give or withhold such   consent, to receive such notice or solicitation or to otherwise take action, or to exercise the rights   of Holders with respect to such changed number of Shares represented by each ADS. Subject to   applicable law, the terms and conditions of this ADR and Sections 4.1 through 4.8 of the Deposit   A-16   6620885v.5
 Agreement, only the Holders of ADSs at the close of business in New York on such ADS Record   Date shall be entitled to receive such distribution, to give such instructions, to receive such   notice or solicitation, or otherwise take action.   (18) Voting of Deposited Securities.   As soon as practicable after receipt of notice of any meeting at which the holders of   Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of   Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or   solicitation of consent or proxy in accordance with Section 4.9 of the Deposit Agreement. The   Depositary shall, if requested by the Company in writing in a timely manner (the Depositary   having no obligation to take any further action if the request shall not have been received by the   Depositary as soon as practicable but in any event no later than twenty-one (2 1) days prior to the   date of such vote or meeting), at the Company's expense and provided no U.S. legal prohibitions   exist, distribute to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation   of consent or proxy, (b) a statement that a Holder at the close of business on the ADS Record   Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the   Articles of Association of the Company and the provisions of or governing the Deposited   Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to   instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited   Securities represented by such Holder's ADSs provided that such Holder (x) is, or is acting upon   the instruction of, the Beneficial Owner of such Deposited Securities and (y) is registered as a   shareholder of the Company in the Company's share register currently maintained in VPS prior   to the meeting, and (c) a brief statement as to the manner in which such voting instructions may   be given.   Notwithstanding anything contained in the Deposit Agreement or this ADR, the   Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the   stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to   the Depositary in connection with any meeting of or solicitation of consents or proxies from,   holders of Deposited Securities, distribute to the Holders a notice that provides Holders with, or   otherwise publicize to Holders, instructions on how to retrieve such materials or receive such   materials upon request (i.e., by reference to a website containing the materials for retrieval or a   contact for requesting copies of the materials).   Voting instructions may be given only in respect of a number of ADSs representing an   integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of   the ADS Record Date of valid voting instructions in the manner specified by the Depositary, the   Depositary shall endeavor, insofar as practicable and permitted under applicable law, the   provisions of the Deposit Agreement, Articles of Association of the Company, the provisions of   the Deposited Securities and the rules of the Share Registrar and VPS to:   (i) cause the number of Deposited Securities represented by that Holder's ADSs and to   which that Holder's voting instructions relates to be temporarily registered in the Company's   share register currently maintained in VPS in the name of the Beneficial Owner(s) specified by   A-17   6620885v.5
 that Holder on the condition that the Share Registrar or VPS, as applicable, has agreed to re-   register those Deposited Securities immediately after conclusion of the shareholders' meeting in   the name of the Depositary or its nominee or the Custodian or its nominee;   (ii) notify the Company of its intention to vote the Deposited Securities referred to in   clause (i) above as proxy for the applicable Holder(s) and Beneficial Owner(s); and   (iii) to vote or cause to be voted, or otherwise to give effect to the voting instructions of   that Holder by voting or causing to be voted, as proxy for the applicable Holder(s) and Beneficial   Owner(s) the Deposited Securities referred to in clause (i) above in accordance with such voting   instructions.   The Depositary shall not attempt to carry out a voting instruction with respect to ADSs   unless:   (i) either:   A. the Holder of those ADSs states in its voting instructions that it is the Beneficial   Owner of those ADSs; or   B. the voting instructions identify the Beneficial Owner(s) of those ADSs;   (ii) the Holder of those ADSs either:   A. agrees with the Depositary that the Depositary will block registration of transfer of the   relevant ADSs; or   B. delivers those ADSs to a blocked account with DTC for the account of the Depositary   and notifies the Depositary that those ADSs are being held in a blocked account;   in each case, until the conclusion of the meeting at which voting rights are to be exercised   on behalf of that Holder; and   (iii) the voting instructions specify the date of delivery.   Subject to the rules of any securities exchange or automated inter-dealer quotation system   on which ADSs or the Deposited Securities represented thereby are listed or quoted, upon a   written request by the Company, the Depositary shall deliver, at least two business days prior to   the date of a shareholders' meeting, to the Company, copies of all instructions received from   Holders in accordance with which the Depositary will vote, or cause to be voted, Deposited   Securities at that meeting. Delivery of instructions will be made at the expense of the Company   (unless otherwise agreed in writing by the Company and the Depositary); provided, however,   that payment of such expense shall not be a condition precedent to the obligations of the   Depositary under Section 4.10 of the Deposit Agreement.   Neither the Depositary nor the Custodian shall under any circumstances exercise any   discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to   A-18   6620885v,5
 exercise the right to vote, or in any way make use of, for purposes of establishing a quorum   (other than set forth in the immediately following paragraph) or otherwise, the Deposited   Securities represented by ADSs, except pursuant to and in accordance with the voting   instructions timely received from Holders or as otherwise contemplated herein. If the Depositary   timely receives voting instructions from a Holder which fail to specify the manner in which the   Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the   Depositary will deem such Holder (unless otherwise specified in the notice distributed to   Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting   instructions. Deposited Securities represented by ADSs for which no timely voting instructions   are received by the Depositary from the Holder shall not be voted.   Notwithstanding anything else contained herein, the Depositary shall, if so requested in   writing by the Company, represent all Deposited Securities (whether or not voting instructions   have been received in respect of such Deposited Securities from Holders as of the ADS Record   Date) for the sole purpose of establishing quorum at a meeting of shareholders.   Notwithstanding anything else contained in the Deposit Agreement or this ADR, the   Depositary shall not have any obligation to take any action with respect to any meeting, or   solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action   would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary   to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited   Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions   requested to be taken if so requested by the Depositary.   There can be no assurance that Holders generally or any Holder in particular will receive   the notice described above with sufficient time to enable the Holder to return voting instructions   to the Depositary in a timely manner.   (19) Changes Affecting Deposited Securities. Upon any change in nominal or par   value, split-up, cancellation, consolidation or any other reclassification of Deposited Securities,   or upon any recapitalization, reorganization, merger, consolidation or sale of assets affecting the   Company or to which it is a party, any property which shall be received by the Depositary or the   Custodian in exchange for, or in conversion of or replacement of or otherwise in respect of, such   Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Property   under the Deposit Agreement, and the ADRs shall, subject to the provisions of the Deposit   Agreement and applicable law, evidence ADSs representing the right to receive such additional   or replacement Deposited Property. In giving effect to such change, split-up, cancellation,   consolidation or other reclassification of Deposited Securities, recapitalization, reorganization,   merger, consolidation or sale of assets, the Depositary may, with the Company's approval, and   shall, if the Company shall so request, subject to the terms of the Deposit Agreement and receipt   of an opinion of counsel to the Company reasonably satisfactory to the Depositary that such   actions are not in violation of any applicable laws or regulations, (i) issue and deliver additional   ADSs as in the case of a stock dividend on the Shares, (ii) amend the Deposit Agreement and the   applicable ADRs, (iii) amend the applicable Registration Statement(s) on Form F-6 as filed with   the Commission in respect of the ADSs, (iv) call for the surrender of outstanding ADRs to be   exchanged for new ADRs, and (v) take such other actions as are appropriate to reflect the   A-19   6620885v.5
 transaction with respect to the ADSs. Notwithstanding the foregoing, in the event that any   Deposited Property so received may not be lawfully distributed to some or all Holders, the   Depositary may, with the Company's approval, and shall, if the Company requests, subject to   receipt of an opinion of Company's counsel satisfactory to the Depositary that such action is not   in violation of any applicable laws or regulations, sell such Deposited Property at public or   private sale, at such place or places and upon such terms as it may deem proper and may allocate   the net proceeds of such sales (net of (a) the applicable fees and charges of, and expenses   incurred by (in each case as provided in Section 5.9 and Exhibit B of the Deposit Agreement),   the Depositary and (b) taxes) for the account of the Holders otherwise entitled to such Deposited   Property upon an averaged or other practicable basis without regard to any distinctions among   such Holders and distribute the net proceeds so allocated to the extent practicable as in the case   of a distribution received in cash pursuant to Section 4.1 of the Deposit Agreement. The   Depositary shall not be responsible for (i) any failure to determine that it may be lawful or   practicable to make such Deposited Property available to Holders in general or any Holder in   particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or   (iii) any liability to the purchaser of such Deposited Property, subject in each case to the   obligations of the Depositary pursuant to Section 5,3 of the Deposit Agreement.   (20) Exoneration. Neither the Depositary nor the Company shall be obligated to do or   perform any act which is inconsistent with the provisions of the Deposit Agreement or incur any   liability (i) if the Depositary or the Company shall be prevented or forbidden from, or delayed in,   doing or performing any act or thing required by the terms of the Deposit Agreement, by reason   of any provision of any present or future law or regulation of the United States, Norway or any   other relevant country, or of any other applicable governmental authority or applicable   regulatory authority or stock exchange on which either ADSs or the Shares are listed or quoted,   or on account of the possible criminal or civil penalties or restraint, or by reason of any   provision, present or future, of the Articles of Association of the Company or any provision of or   governing any Deposited Securities, or by reason of any act of God or war or other   circumstances beyond its control (including, without limitation, nationalization, expropriation,   currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions,   rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to   exercise, any discretion provided for in the Deposit Agreement or in the Articles of Association   of the Company or provisions of or governing Deposited Securities, (iii) for any action or   inaction in reliance upon the advice of or information from legal counsel, accountants, any   person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized   representative thereof, or any other person believed by it in good faith to be competent to give   such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from   any distribution, offering, right or other benefit which is made available to holders of Deposited   Securities but is not, under the terms of the Deposit Agreement, made available to Holders of   ADSs, or (v) for any consequential or punitive damages for any breach of the terms of the   Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the   Company, its controlling persons and its agents may rely and shall be protected in acting upon   any written notice, request or other document believed by it to be genuine and to have been   signed or presented by the proper party or parties. No disclaimer of liability under the Securities   Act is intended by any provision of the Deposit Agreement.   A-20   6620885v.5
 (21) Standard of Care. The Company and the Depositary assume no obligation and   shall not be subject to any liability under the Deposit Agreement or this ADR to any Holder(s) or   Beneficial Owner(s), except that the Company and the Depositary agree to perform their   respective obligations specifically set forth in the Deposit Agreement and this ADR without   negligence or bad faith. Without limitation of the foregoing, neither the Depositary, nor the   Company, nor any of their respective controlling persons, or agents, shall be under any   obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any   Deposited Property or in respect of the ADSs, which in its opinion may involve it in expense or   liability, unless indemnity satisfactory to it against all expense (including fees and disbursements   of counsel) and liability be furnished as often as may be required (and no Custodian shall be   under any obligation whatsoever with respect to such proceedings, the responsibility of the   Custodian being solely to the Depositary).   The Depositary and its agents shall not be liable for any failure to carry out any   instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast   or the effect of any vote, provided that any such action or omission is in good faith and in   accordance with the terms of the Deposit Agreement. The Depositary shall not, except to the   extent of its own negligence or bad faith, incur any liability for any failure to determine that any   distribution or action may be lawful or reasonably practicable, for the content of any information   submitted to it by the Company for distribution to the Holders or for any inaccuracy of any   translation thereof, for any investment risk associated with acquiring an interest in the Deposited   Property, for the validity or worth of the Deposited Securities or for any tax consequences that   may result from the ownership of ADSs, Shares or other Deposited Property, for the   credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the   Deposit Agreement, for the failure or timeliness of any notice from the Company, or for any   action or failure to act by, or any information provided or not provided by, DTC or any DTC   Participant.   The Depositary shall not be liable for any acts or omissions made by a successor   depositary in connection with any matter arising, and only to the extent that such matter arises,   after the removal or resignation of the Depositary, provided that in connection with the issue out   of which such potential liability arises the Depositary performed its obligations without   negligence or bad faith while it acted as Depositary.   (22) Resignation and Removal of the Depositary; Appointment of Successor   Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement   by written notice of resignation delivered to the Company, such resignation to be effective on the   earlier of the 90th day after delivery thereof to the Company (whereupon the Depositary shall   be entitled to take the actions contemplated in Section 6.2 of the Deposit Agreement), or   (ii) upon the appointment of a successor depositary and its acceptance of such appointment as   provided in the Deposit Agreement. The Depositary may at any time be removed by the   Company by written notice of such removal, which removal shall be effective on the later of   (i) the 90th day after delivery thereof to the Depositary (whereupon the Depositary shall be   entitled to take the actions contemplated in Section 6.2 of the Deposit Agreement), or (ii) upon   the appointment of a successor depositary and its acceptance of such appointment as provided in   the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be   A-21   6620885v.5
 removed (other than in connection with a termination of the Deposit Agreement at the instruction   of the Company under Section 6.2 of the Deposit Agreement), the Company shall use its   reasonable efforts to appoint a successor depositary, which shall be a bank or trust company   having an office in the Borough of Manhattan, the City of New York. Every successor   depositary shall be required by the Company to execute and deliver to its predecessor and to the   Company an instrument in writing accepting its appointment hereunder, and thereupon such   successor depositary, without any further act or deed (except as required by applicable law), shall   become fully vested with all the rights, powers, duties and obligations of its predecessor (other   than as contemplated in Sections 5.8 and 5.9 of the Deposit Agreement). The predecessor   depositary, upon payment of all sums due it and on the written request of the Company, shall   (i) execute and deliver an instrument transferring to such successor all rights and powers of such   predecessor hereunder (other than as contemplated in Sections 5.8 and 5.9 of the Deposit   Agreement), (ii) duly assign, transfer and deliver all of the Depositary's right, title and interest to   the Deposited Property to such successor, and (iii) deliver to such successor a list of the Holders   of all outstanding ADSs and such other information relating to ADSs and Holders thereof as the   successor may reasonably request. Any such successor depositary shall promptly provide notice   of its appointment to such Holders. Any entity into or with which the Depositary may be merged   or consolidated shall be the successor of the Depositary without the execution or filing of any   document or any further act.   (23) Amendment/Supplement. Subject to the terms and conditions of this paragraph   23, the Deposit Agreement and applicable law, this ADR and any provisions of the Deposit   Agreement may at any time and from time to time be amended or supplemented by written   agreement between the Company and the Depositary in any respect which they may deem   necessary or desirable without the prior written consent of the Holders or Beneficial Owners.   Any amendment or supplement which shall impose or increase any fees or charges (other than   charges in connection with foreign exchange control regulations, and taxes and other   governmental charges, delivery and other such expenses), or which shall otherwise materially   prejudice any substantial existing right of Holders or Beneficial Owners, shall not, however,   become effective as to outstanding ADSs until the expiration of thirty (30) days after notice of   such amendment or supplement shall have been given to the Holders of outstanding ADSs.   Notice of any amendment to the Deposit Agreement or any ADR shall not need to describe in   detail the specific amendments effectuated thereby, and failure to describe the specific   amendments in any such notice shall not render such notice invalid, provided, however, that, in   each such case, the notice given to the Holders identifies a means for Holders and Beneficial   Owners to retrieve or receive the text of such amendment (i.e., upon retrieval from the   Commission's, the Depositary's or the Company's website or upon request from the Depositary).   The parties hereto agree that any amendments or supplements which (i) are reasonably necessary   (as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered on   Form F-6 under the Securities Act or (b) the ADSs to be settled solely in electronic book-entry   form and (ii) do not in either such case impose or increase any fees or charges to be borne by   Holders, shall be deemed not to materially prejudice any substantial rights of Holders or   Beneficial Owners. Every Holder and Beneficial Owner at the time any amendment or   supplement so becomes effective shall be deemed, by continuing to hold such ADSs, to consent   and agree to such amendment or supplement and to be bound by the Deposit Agreement and this   ADR, if applicable, as amended or supplemented thereby. In no event shall any amendment or   A-22   6620885v.5
 supplement impair the right of the Holder to surrender such ADS and receive therefor the   Deposited Securities represented thereby, except in order to comply with mandatory provisions   of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new   laws, rules or regulations which would require an amendment of, or supplement to, the Deposit   Agreement to ensure compliance therewith, the Company and the Depositary may amend or   supplement the Deposit Agreement and this ADR at any time in accordance with such changed   laws, rules or regulations. Such amendment or supplement to the Deposit Agreement and this   ADR in such circumstances may become effective before a notice of such amendment or   supplement is given to Holders or within any other period of time as required for compliance   with such laws, rules or regulations.   (24) Termination. The Depositary shall, at any time at the written direction of the   Company, terminate the Deposit Agreement by distributing notice of such termination to the   Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such   notice for such termination. If ninety (90) days shall have expired after (i) the Depositary shall   have delivered to the Company a written notice of its election to resign, or (ii) the Company shall   have delivered to the Depositary a written notice of the removal of the Depositary, and, in either   case, a successor depositary shall not have been appointed and accepted its appointment as   provided in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit   Agreement by distributing notice of such termination to the Holders of all ADSs then   outstanding at least thirty (30) days prior to the date fixed in such notice for such termination.   The date so fixed for termination of the Deposit Agreement in any termination notice so   distributed by the Depositary to the Holders of ADSs is referred to as the "Termination Date".   Until the Termination Date, the Depositary shall continue to perform all of its obligations under   the Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of their   rights under the Deposit Agreement. If any ADSs shall remain outstanding after the Termination   Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation   to perform any further acts under the Deposit Agreement, except that the Depositary shall,   subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i)   collect dividends and other distributions pertaining to Deposited Securities, (ii) sell securities and   other property received in respect of Deposited Securities, (iii) deliver Deposited Securities,   together with any dividends or other distributions received with respect thereto and the net   proceeds of the sale of any other Deposited Property, in exchange for ADSs surrendered to the   Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges   of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges   for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in   Section 5,9 of the Deposit Agreement), and (iv) take such actions as may be required under   applicable law in connection with its role as Depositary under the Deposit Agreement. At any   time after the Termination Date, the Depositary may sell the Deposited Property then held under   the Deposit Agreement and shall after such sale hold un-invested the net proceeds of such sale,   together with any other cash then held by it under the Deposit Agreement, in an un-segregated   account and without liability for interest, for the pro - rata benefit of the Holders whose ADSs   have not theretofore been surrendered. After making such sale, the Depositary shall be   discharged from all obligations under the Deposit Agreement except (i) to account for such net   proceeds and other cash (after deducting, or charging, as the case may be, in each case, the fees   and charges of and expenses incurred by, the Depositary, and all applicable taxes or   A-23   6620885v.5
 governmental charges for the account of the Holders and Beneficial Owners, in each case upon   the terms set forth in Section 5.9 of the Deposit Agreement), (ii) as may be required at law in   connection with the termination of the Deposit Agreement and (iii) obligations to the Company   under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. After the Termination Date, the   Company shall be discharged from all obligations under the Deposit Agreement, except for its   obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. The   obligations under the terms of the Deposit Agreement of Holders and Beneficial Owners of   ADSs outstanding as of the Termination Date shall survive the Termination Date and shall be   discharged only when the applicable ADSs are presented by their Holders to the Depositary for   cancellation under the terms of the Deposit Agreement.   (25) Compliance with U.S. Securities Law's. Notwithstanding any provisions in this   ADR or the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited   Securities will not be suspended by the Company or the Depositary except as would be permitted   by Instruction l.A.(1) of the General Instructions to the Form F-6 Registration Statement, as   amended from time to time, under the Securities Act.   (26) Certain Rights of the Depositary; Limitations. Subject to the further terms and   provisions of this paragraph (26), the Depositary, its Affiliates and their agents, on their own   behalf, may own and deal in any class of securities of the Company and its Affiliates and in   ADSs. The Depositary may issue ADSs against evidence of rights to receive Shares from the   Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency   or other entity involved in ownership or transaction records in respect of the Shares. Such   evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares.   In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however,   that the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.3 of   the Deposit Agreement and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of   Deposited Securities pursuant to Section 2.7 of the Deposit Agreement, including ADSs which   were issued under (i) above but for which Shares may not have been received (each such   transaction a "Pre-Release Transaction"). The Depositary may receive ADSs in lieu of Shares   under (i) above and receive Shares in lieu of ADSs under (ii) above, Each such Pre-Release   Transaction will be (a) subject to a written agreement whereby the person or entity (the   "Applicant") to whom ADSs or Shares are to be delivered (w) represents that at the time of the   Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to be   delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the   Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in   trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the   Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as   applicable, such Shares or ADSs and (z) agrees to any additional restrictions or requirements that   the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government   securities or such other collateral as the Depositary deems appropriate, (c) terminable by the   Depositary on not more than five (5) business days' notice and (d) subject to such further   indemnities and credit regulations as the Depositary deems appropriate. The Depositary will   normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any   one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs   outstanding under (i) above), provided, however, that the Depositary reserves the right to change   A-24   6620885v.5
 or disregard such limit from time to time as it deems appropriate. The Depositary may also set   limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with   any one person on a case by case basis as it deems appropriate. The Depositary may retain for its   own account any compensation received by it in conjunction with the foregoing. Collateral   provided pursuant to (b) above, but not earnings thereon, shall be held for the benefit of the   Holders (other than the Applicant).   A-25   6620885v.5
 (ASSIGNMENT AND TRANSFER SIGNATURE LINES)   FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto   whose taxpayer identification number is   and whose address including postal zip code is      the within ADR and all rights thereunder, hereby irrevocably constituting and appointing   attorney-in-fact to transfer said ADR on the books of the   Depositary with full power of substitution in the premises.   Dated: Name:   By:   Title:   NOTICE: The signature of the Holder to this   assignment must correspond with the name as   written upon the face of the within instrument in   every particular, without alteration or enlargement   or any change whatsoever.   If the endorsement be executed by an attorney,   executor, administrator, trustee or guardian, the   person executing the endorsement must give his/her   full title in such capacity and proper evidence of   authority to act in such capacity, if not on file with   the Depositary, must be forwarded with this ADR.   SIGNATURE GUARANTEED   All endorsements or assignments of ADRs must be   guaranteed by a member of a Medallion Signature   Program approved by the Securities Transfer   Association, Inc.   Legends   The ADRs issued in respect of Partial Entitlement American Depositary Shares shall bear   the following legend on the face of the ADR: "This ADR evidences ADSs representing   partial entitlement Shares of Marine Harvest ASA and as such do not entitle the holders   thereof to the same per-share entitlement as other Shares (which are full entitlement   Shares) issued and outstanding at such time. The ADSs represented by this ADR shall   entitle holders to distributions and entitlements identical to other ADSs when the Shares   represented by such ADSs become full entitlement' Shares."   A-26   6620885v.5
 EXHIBIT B   FEE SCHEDULE   ADS FEES AND RELATED CHARGES   All capitalized terms used but not otherwise defined herein shall have the meaning given to such   terms in the Deposit Agreement.   I. ADS Fees   The following ADS fees are payable under the terms of the Deposit Agreement:   Service Rate By Whom Paid   (1) Issuance of ADSs upon Up to U.S. $5.00 per 100 Person depositing Shares or   deposit of Shares (excluding ADSs (or fraction thereof) person receiving ADSs.   issuances as a result of issued,   distributions described in   paragraph (4) below).    (2) Delivery of Deposited Up to U.S. $5.00 per 100 Person surrendering ADSs for   Securities against surrender of ADSs (or fraction thereof) the purpose of withdrawal of   ADSs. surrendered. Deposited Securities or   person to whom Deposited   Securities are delivered.   (3) Distribution of cash Up to U.S. $5.00 per 100 Person to whom distribution   dividends or other cash ADSs (or fraction thereof) is made.   distributions (i.e., sale of held.   rights and other entitlements).    (4) Distribution of ADSs Up to U.S. $5.00 per 100 Person to whom distribution   pursuant to (i) stock dividends ADSs (or fraction thereof) is made.   or other free stock held.   distributions, or (ii) exercise   of rights to purchase   additional ADSs.    (5) Distribution of securities Up to U.S. $5.00 per 100 Person to whom distribution   other than ADSs or rights to ADSs (or fraction thereof) is made.   purchase additional ADSs held.   (i.e., spin-off shares). I   II. Charges   The Company, Holders, Beneficial Owners, persons depositing Shares and persons surrendering   ADSs for cancellation and for the purpose of withdrawing Deposited Securities shall be   responsible for the following ADS charges under the terms of the Deposit Agreement:   (i) taxes (including applicable interest and penalties) and other governmental charges, in   each case applicable to such person;   6620985v.5
 (ii) such registration fees as may from time to time be in effect for the registration of Shares   or other Deposited Securities on the share register and applicable to transfers of Shares or   other Deposited Securities to or from the name of the Custodian, the Depositary or any   nominees upon the making of deposits and withdrawals, respectively;   (iii) such cable, telex and facsimile transmission and delivery expenses as are expressly   provided in the Deposit Agreement to be at the expense of the person depositing Shares   or withdrawing Deposited Securities or of the Holders and Beneficial Owners of ADSs;   (iv) the expenses and charges incurred by the Depositary in the conversion of foreign   currency;   (v) such expenses as are incurred by the Depositary in connection with compliance with   exchange control regulations and other regulatory requirements applicable to Shares,   Deposited Securities, ADSs and ADRs; and   (vi) the expenses incurred by the Depositary, the Custodian, or any nominee in connection   with the servicing or delivery of Deposited Property.   6620885v.5