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Hunter Group ASA

AGM Information Feb 23, 2017

3626_rns_2017-02-23_510caa6d-b7d2-4926-b258-2bb52ab1d02d.pdf

AGM Information

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MINUTES FROM EXTRAORDINARY GENERAL MEETING

An Extraordinary General Meeting ("EGM") in Badger Explorer ASA (the "Company") was held on Thursday 23rd February 2017 at 08:00 CET at Prof. Olay Hanssensyei 15, 4021 Stavanger, Norway.

The following matters were on the agenda:

1. Opening of the EGM by the Chairman of the Board, Marcus Hansson

The Chairman of the Board, Marcus Hansson opened the meeting.

  1. Registration of attending shareholders and received proxies

The Chairman of the Board, Marcus Hansson registered the shareholders present in person or by proxy. 325,240,101 of in total 378,537,288 votes and shares, representing 85,92 % of the share capital were present. No remarks were made to the account of the represented shares. The list of attending shareholders is enclosed hereto as Appendix 1.

3. Appointment of chairman for the meeting and election of one person to co-sign the minutes together with the chairman of the meeting

Sigmund Stokka was elected to chair the meeting and Ståle Olsen was elected to co-sign the minutes together with the chair of the meeting.

4. Approval of the notice and the agenda

No remarks were made to the notice and the agenda. The EGM passed the following resolution: "The notice and the agenda is approved".

5. Share capital increase in connection with the private placement

The chairman for the meeting presented the proposal for a share capital increase in connection with the private placement.

Based on the above, the EGM passed the following resolution:

    1. "The Company's share capital shall be increased by up to NOK 75,000,000 by issuing up to 600,000,000 new shares, each with a nominal value of NOK 0.125.
    1. The subscription price is NOK 0.50 per share.
    1. The new shares shall be subscribed for by ABG Sundal Collier ASA, on behalf of the investors who received conditional allotment of shares in the Private Placement.
    1. Existing shareholders' right to subscribe for new shares pursuant to section 10-4 of the Norwegian Public Limited Liabilities Act. cf. section 10-5, is waived.
    1. Subscription shall be made on a separate subscription form no later than two weeks after the date of the EGM.
    1. The share contribution shall be settled by cash payment to a separate share contribution account with the Company no later than two weeks after the date of the EGM.
    1. The new shares will carry full shareholders' rights in the Company, including dividend rights, as from the date the share capital increase is registered in the Norwegian Register of Business Enterprises.
    1. Estimated costs and fees in connection with the capital increase is approximately NOK 13.5 million.
    1. Section 4 in the Company's articles of association shall be amended to reflect the new number of shares and the new share capital after the share capital increase."

6. Board authorization to increase the share capital in connection with a subsequent offering

The chairman of the meeting presented the proposal for a board authorization to increase the share capital in connection with a subsequent offering.

Based on the above, the EGM passed the following resolution:

    1. "The Board is authorized to increase the Company's share capital by up to NOK 10,000,000 by issuing up to 80,000,000 new shares, each with a nominal value NOK $0.125.$
    1. Subscription price shall be NOK 0.50 per share.
    1. Existing shareholders' right to subscribe for new shares pursuant to section 10-4 of the Norwegian Public Limited Liabilities Act, cf. section 10-5, may be waived by the Board.
    1. The authorization applies only to share capital increase through cash payment.
    1. The authorization shall only be used for the implementation of a subsequent offering as described in the EGM, and on such terms as otherwise determined by the Board.
    1. The authorization is valid until 30 June 2017.
    1. This authorization does not replace previous authorization.
    1. The Board is given authorization to amend section 4 in the Company's articles of association to reflect the new number of shares and the new share capital subsequent to the share capital increase."

No other items were on the agenda, and no additional proposals or issues were raised. The EGM was adjourned. The number of votes for and against each respective agenda item, as well as any blank votes, are set out in Appendix 2 hereto.

[Signatures only on the Norwegian version]

Sigmund Stokka Chairman of the meeting Ståle Olsen Co-signatory

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