Bonheur ASA — AGM Information 2016

Apr 29, 2016

Key dates relating to merger between Bonheur ASA and Ganger Rolf ASA

Key dates relating to merger between Bonheur ASA and Ganger Rolf ASA

Reference is made to the previously announced merger between Bonheur ASA (BON)

and Ganger Rolf ASA (GRO), with Bonheur ASA as the surviving entity. Please note

the following key dates assuming no objections during the creditor notice

period:

Last day when both companies are trading:

4 May 2016

Effective Date (of completed merger), i.e.first day BON trading

alone:                 6 May 2016

Record

Date:

9. Mai 2016

The merger conversion ratio:

0.8174 BON per 1 GRO share

ISIN (Bonheur ASA):

NO0003110603 (unchanged)

Transferor Company:

Ganger Rolf ASA

Transferee Company:

Bonheur ASA

Date of approvals:

16.03.2016 (Extraordinary General meetings)

Other information:

The merger consideration to the shareholders of the Transferor consists of

consideration shares in the Transferee. The consideration shares consists partly

of shares in the Transferee held by the Transferor prior to the merger, and

partly shares issued in the capital increase implemented in connection with the

merger.

The merger conversion ratio has been determined to be that one share in the

Transferor gives the right to 0.8174 share in the Transferee. The conversion

rate has been determined by the merging companies' boards based on two

independent valuations of the Transferee and the Transferor, prepared by two

independent financial advisors, BDO and PWC, who each and on their own proposed

a merger conversion ratio.

To ensure a correct conversion ratio without the need for joint ownership to

shares, the number of consideration shares to each shareholder in the Transferor

will be rounded down to the nearest number of whole shares. To compensate for

the difference, a cash compensation will be paid to all the shareholders in the

Transferor who at the time of completion of the merger hold a number of shares

which multiplied with the conversion ratio do not give a whole number of

consideration shares. The cash compensation distributed to the individual

shareholder will equal the fair value of the fraction of one share subject to

round off at the time for completion of the merger. The cash compensation will

be transferred to each shareholder as soon as possible after the merger is

effective.

The consideration shares give rights in the Transferee from the time of the

entry into force from a corporate perspective.

This information is published in accordance with the requirements of the

Continuing Obligations towards the Oslo Stock Exchange.