Entra

Prospectus • Oct 17, 2014

ENTRA - STABILISATION AND OVER-ALLOTMENT OPTION NOTICE

ENTRA - STABILISATION AND OVER-ALLOTMENT OPTION NOTICE

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,

AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE

REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH

AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH

THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER

RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT

INFORMATION AT THE END OF THE ANNOUNCEMENT.

17 October 2014. Reference is made to the stock

exchange announcement published earlier today, 17

October 2014, in which Entra ASA ("Entra",

the "Company", ticker code: "ENTRA") announced the

successful completion of the bookbuilding period for

its initial public offering (the "Offering").

Goldman Sachs International (the "Stabilisation

Manager") may, on behalf of the Managers for the

Offering, engage in stabilisation activities of the

shares of Entra from today 17 October 2014 to and

including 14 November 2014 (the "Stabilisation

Period"). Any stabilisation transactions will be

aimed to support the market price of the shares of

Entra.

In connection with the Offering, the Joint Global

Coordinators and Bookrunners have over-allotted to

the applicants in the Offering 12,070,234 shares in

the Company, which equals approximately 15% of the

number of shares sold in the Offering before over-

allotments. In order to permit the delivery in

respect of over-allotments made, the Stabilisation

Manager, on behalf of the Managers, has borrowed from

the Norwegian Government, represented by the Ministry

of Trade, Industry and Fisheries (the "Selling

Shareholder") a number of shares in the Company equal

to the number of shares over-allotted. For further

details on the Offering, please refer to the stock

exchange announcement of 17 October 2014 issued by

Entra.

Further, the Stabilisation Manager, on behalf of the

Managers, has been granted an option (the "Over-

Allotment Option") by the Selling Shareholder which

entitles the Managers, at the request of the

Stabilisation Manager, to purchase from the Selling

Shareholder up to 12,070,234 shares in Entra at a

price per share of NOK 65 (the "Offer Price"), which

is equal to the offer price in the Offering. The Over-

Allotment Option may be exercised at any time and

from time to time, in whole or in part, during the

Stabilisation Period. The Stabilisation Manager may

close out the short position created by over-

allotting shares by buying shares in the open market

through stabilisation activities and/or by exercising

the Over-Allotment Option.

The Stabilisation Manager (or persons acting on

behalf of the Stabilisation Manager) may effect

transactions that stabilise or maintain the price of

the shares of Entra at a level higher than that which

might otherwise prevail, by buying shares in Entra or

associated instruments in the open market at prices

equal to or lower than (but not above) the Offer

Price. However, there is no obligation on the

Stabilisation Manager (or any person acting on behalf

of the Stabilisation Manager) to do so. Moreover,

there is no assurance that the Stabilisation Manager

(or persons acting on behalf of the Stabilisation

Manager) will undertake stabilisation activities. If

stabilisation activities are undertaken they may be

stopped at any time, and must be brought to an end

upon or before the expiry of the Stabilisation Period.

Within one week after the end of the Stabilisation

Period, the Stabilisation Manager and the Company

will jointly publish a statement through the

information system of Oslo Børs under the Company's

ticker with information as to whether or not any

stabilisation activities have been undertaken,

including the date at which stabilisation started,

the date at which stabilisation last occurred, and

the price range within which stabilisation was

carried out for each of the dates during which

stabilisation transactions were carried out.

Any stabilisation activities will be conducted in

accordance with Section 3-12 of the Norwegian

Securities Trading Act and Commission Regulation (EC)

No. 2273/2003 implementing Directive 2003/6/EC of the

European Parliament and of the Council as regards

exemptions for buy-back programmes and stabilisation

of financial instruments.

For further details see the prospectus dated 3

October 2014 issued by Entra in connection with the

Offering and the listing of its shares on Oslo Børs.

ABG Sundal Collier Norge ASA, Goldman Sachs

International and Swedbank are acting as Joint Global

Coordinators and Joint Bookrunners for the Offering.

Danske Bank, Handelsbanken Capital Markets and Kempen

& Co are acting as Co-Lead Managers for the Offering.

The Joint Global Coordinators and Joint Bookrunners

and the Co-Lead Managers are herein referred to as

the "Managers". DNB Markets is acting as financial

advisor to the Selling Shareholder.

For further queries, please contact:

Goldman Sachs International: John Bentinck; Tel: +44

(0)20 7774 1000

Entra: Arve Regland, CFO Tel: +47 479 07 700

IMPORTANT INFORMATION

United States

These materials may not be published, distributed or

transmitted in the United States, Canada, Australia,

the Hong Kong Special Administrative Region of the

People's Republic of China, South Africa or Japan.

These materials do not constitute an offer of

securities for sale or a solicitation of an offer to

purchase securities (the "Shares") of Entra ASA

(the "Company") in the United States, Norway or any

other jurisdiction. The Shares of the Company may not

be offered or sold in the United States absent

registration or an exemption from registration under

the U.S. Securities Act of 1933, as amended

(the "Securities Act"). The Shares of the Company

have not been, and will not be, registered under the

Securities Act. Any sale in the United States of the

securities mentioned in this communication will be

made solely to "qualified institutional buyers" as

defined in Rule 144A under the Securities Act.

European Economic Area

Any offering of securities will be made by means of a

prospectus to be published that may be obtained from

the issuer or selling security holder, once

published, and that will contain detailed information

about the Company and its management, as well as

financial statements.

These materials are an advertisement and not a

prospectus for the purposes of Directive 2003/71/EC,

as amended (together with any applicable implementing

measures in any Member State, the "Prospectus

Directive"). Investors should not subscribe for any

securities referred to in these materials except on

the basis of information contained in the prospectus.

In any EEA Member State other than Norway (from the

time the prospectus has been approved by the

Financial Supervisory Authority of Norway, in its

capacity as the competent authority in Norway, and

published in accordance with the Prospectus Directive

as implemented in Norway) that has implemented the

Prospectus Directive, this communication is only

addressed to and is only directed at "qualified

investors" in that Member State within the meaning of

Article 2(1)(e) of the Prospectus Directive

("Qualified Investors"), i.e., only to investors to

whom an offer of securities may be made without the

requirement for the Company to publish a prospectus

pursuant to Article 3 of the Prospectus Directive in

such EEA Member State.

United Kingdom

In the United Kingdom, these materials are only being

distributed to and are only directed at Qualified

Investors who (i) are investment professionals

falling within Article 19(5) of the Financial

Services and Markets Act 2000 (Financial Promotion)

Order 2005 (as amended) (the "Order") or (ii) are

persons falling within Article 49(2)(a) to (d) of the

Order (high net worth companies, unincorporated

associations, etc.) (all such persons together being

referred to as "Relevant Persons"). These materials

are directed only at Relevant Persons and must not be

acted on or relied on by persons who are not Relevant

Persons. Any investment or investment activity to

which this document relates is available only to

Relevant Persons and will be engaged in only with

Relevant Persons.