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POS - Wilh. Wilhelmsen Holding ASA: Initiating offer to buy back own shares - Attachment: Wilh. Wilhelmsen Holding ASA - Acceptance form.pdf

Company: Wilh. Wilhelmsen ASA Date: 2025-06-02 Language: English Register to download

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## **Acceptance Form – offer to purchase shares**

**To be used when accepting the offer from Wilh. Wilhelmsen Holding ASA (the "Company") to purchase up to 400,000 own shares, which will be divided between A-shares and B-shares at the sole discretion of the Company (the "Offer")**

> **Return to: Email[: demand@dnb.no](mailto:demand@dnb.no)**

| The Company's shareholder register of A-shares on __ 2 June 2025 shows | Total A-shares held: |
|------------------------------------------------------------------------|----------------------|
| The Company's shareholder register of B-shares on __ 2 June 2025 shows | Total B-shares held: |

## **TO BE FILLED IN BY THE SHAREHOLDER:**

|                                                                                                 | I hereby accept the Offer for ______________ A-shares and _____________ B-shares that I hold in the Company at an offer price of |  |
|-------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------|--|
| NOK ___________ per A-share or above and at an offer price of NOK ________ per B-share or above |                                                                                                                                  |  |
| VPS account:                                                                                    | Rights holder registered*) (Yes/No):                                                                                             |  |
|                                                                                                 | *) Please refer to item 5 below.                                                                                                 |  |

## **ACCEPTANCE DEADLINE:**

**The acceptance form must be completed and received by DNB Carnegie, a part of DNB Bank ASA ("DNB Carnegie) by 16:30 (CEST) on 3 June 2025.** 

**To the Company:** 

1. I hereby accept the Offer to purchase my shares in the Company as specified in the table above.

I am aware of and accept that if the total number of shares tendered under the Offer exceeds the maximum aggregate level of shares to be acquired under the Offer (as set out above), the number of shares to be acquired from each tendering shareholder will be determined based on a principle of rule of equal treatment among the shareholders. I further accept that the resulting number of shares after such a reduction might be rounded up or down to the nearest whole share. The acceptance form is valid for the number of shares it covers after such a reduction and rounding as mentioned above.

- 2. I understand that from today's date I will not be able to sell or otherwise dispose of, pledge or move to another VPS account, the shares in the Company that are covered by the acceptance. Furthermore, I grant DNB Carnegie an irrevocable one-time authorisation to block the shares that are covered by the acceptance for the benefit of DNB Carnegie.
- 3. I grant DNB Carnegie an irrevocable one-time authorisation to transfer the shares that are covered by the acceptance to a VPS account in the Company's name at the same time as settlement for the shares takes place.
- 4. I accept that cash settlement will take place by crediting my bank account that has been notified as a dividend account on my VPS account or, if such account has not been notified, that settlement is sent to me by bank giro, or by foreign cheque or SWIFT transfer to shareholders resident outside Norway. If the dividend account notified to the VPS (or other account provided by the undersigned for settlement of the Offer), is not a Norwegian kroner account, the registrar may convert the funds into any currency accepted by such account. The registrar may use DNB Carnegie to perform the currency exchange and DNB Carnegie's applicable rates and margins will apply to such exchange, and I accept to cover such rates and margins from the gross proceeds payable by the Company to me.
- 5. I confirm that my shares in the Company covered by the acceptance are transferred free of encumbrances of any kind. I acknowledge that this acceptance can only be treated as valid if any rights holders have given written consent on this acceptance form that the shares are to be sold and transferred to the Company. If there are any rights holders to the shares (pledgees et cetera) the box "Rights holder registered" above should be marked "YES" and the rights holder should countersign this form below.
- 6. The Company will pay my directly related transaction costs in VPS in connection with my acceptance(s). In addition, I accept that a 0.15% commission will be payable to DNB Carnegie by me as a selling shareholder.
- 7. The Offer is not being made to, and similarly sales will not be accepted from or on behalf of, shareholders in any jurisdiction where the making of the Offer, or acceptance of it, is in conflict with such jurisdiction's legislation, or would require any registration or other measures, including, but not limited to, the United States, Canada, Australia or Japan (the "**Restricted Jurisdictions**"). Any acceptances forms that are received from shareholders resident or otherwise located in Restricted Jurisdictions, or reflect an address in any Restricted Jurisdiction, or designate a bank in any Restricted Jurisdiction to receive the consideration, will be disregarded. I confirm that I am not resident or otherwise located in any Restricted Jurisdiction and my acceptance is not otherwise in conflict with the legislation applicable to me.
- 8. The Offer and the acceptance form are governed by, and shall be interpreted in accordance with, Norwegian law. Any disputes shall be resolved under the jurisdiction of the Oslo District Court.

I confirm that I am signing this acceptance as shareholder or on the shareholder's behalf in accordance with the necessary authorisation and that such signature is binding on the shareholder.

Place Date Signature *\*)*

*\*) If signed pursuant to an authorisation, the power of attorney or company certificate should be attached.* 

## **Rights holder:**

If rights holders are registered on the VPS account, the box on the top right-hand corner of the acceptance form will be marked YES. The undersigned consents as rights holder to the transaction being implemented.