IDEX Biometrics ASA — AGM Information 2014

Apr 15, 2014

NOTICE OF ANNUAL GENERAL MEETING IN IDEX ASA

The Annual General Meeting of IDEX ASA ("the Company") will take place:

7 May 2014 at 09.00 hours at Vika Atrium Conference Centre, Munkedamsveien 45 in Oslo, Norway

At the date of the instant notice the Company's registered share capital amounts to NOK 61,857,557.25 divided into 412,383,715 shares with par value per share of NOK 0.15. Each share gives right to one vote at the Annual General Meeting. At the date of the instant notice the Company does not hold own shares. The Company's Articles of Association, last amended on 20 March 2014, are printed in the annual report for 2013 and are available at www.idex.no.

If you wish to attend the Annual General Meeting in person or by proxy, we ask that you submit the enclosed Notice of Attendance/Power of Attorney form to: DNB Bank ASA, Verdipapirtjenester, no later than 5 May 2014 at 12.00 hrs. The Notice of Attendance/Power of Attorney form provides more information about attendance, voting etc. According to the Company's Articles of Association, shareholders who have not timely given Notice of Attendance may be barred from attending the Annual General Meeting.

Each shareholder may be accompanied by one adviser and the adviser may speak on behalf of the shareholder at the Annual General Meeting. Furthermore, shareholders have the right to request information from the board members and the managing director in accordance with the Norwegian Public Limited Companies Act ("PLCA"), Section 5-15.

The instant notice with attachments and other documents related to the Annual General Meeting are available at www.idex.no or can be requested from the Company at no charge from ir@idex.no or its office.

The Annual General Meeting will consider and resolve the following matters. For the avoidance of doubt, it is noted that any shareholder has the right to put forward alternative resolutions on the various agenda items.

1. Registrations of shareholders present, in person or by proxy. Election of a person to chair the Meeting and a person to sign the minutes.

The Chairman of the Board of Directors of the Company, namely Mr. Morten Opstad, will open the Annual General Meeting. The Board proposes that Morten Opstad shall be elected to chair the Annual General Meeting.

2. Approval of the notice and the agenda of the Meeting.

3. Approval of the Annual Report and Annual Financial Statements for 2013

The annual report and the annual financial statements for 2013 are available at www.idex.no or can be requested from the Company at no charge from ir@idex.no or its office. The Board proposes that the 2013 Annual Report and Annual Financial Statements for IDEX ASA and the IDEX Group be approved in all respects.

4. Guidelines for remuneration of the management

Pursuant to Section 6-16a of the PLCA, the Board proposes the following resolution:

(a) Guiding resolution of executive remuneration policy

The Annual General Meeting acknowledges the statement on executive remuneration, conf. Section 6-16a of the PLCA, as presented by the Board in note 3 to the Annual Financial Statements for 2013. In case the Board in any new agreement valid in 2015 departs from the guidelines for 2015, the reason shall be stated in the minutes of the relevant Board meeting.

(b) Binding resolution of executive remuneration policy

The Annual General Meeting refers to its resolution on item 5 on the agenda of the instant meeting. Any other share-based remuneration program must be presented for consideration at a general meeting.

5. 2014 Subscription Rights Incentive Plan

At the Annual General Meeting on 16 May 2013 it was resolved to revolve previous resolutions providing for the grant of independent subscription rights as part of the Company's incentive program. A new subscription rights plan is proposed for the coming one-year period. Consistent with past practice, the former plan is closed each time a new plan is implemented, meaning that no further subscription rights will be granted under these former plans.

Independent subscription rights cannot be exercised beyond five years from the date of the resolution by the general meeting. In order for the Company to continue with a consistent five-year total life span and consistent vesting schedules on future grants, the Board proposes the adoption of a new subscription rights program for the coming one-year period. The Board proposes that the maximum number of independent subscription rights that may be granted under the 2014 program shall be limited to 10 (ten) per cent of the registered number of shares in the Company at the time of this resolution; provided, however, that the number of issued and outstanding subscription rights under all of the Company's subscription right programs shall not exceed 10 (ten) per cent of the registered number of shares in the Company at any given time.

The Board proposes that the Annual General Meeting passes a resolution for the issuance of subscription rights to employees and individual contractors in the Company or its subsidiaries or affiliates.

The Board believes the Company is poised for continued growth and the Board wishes to retain the services of employees and consultants by allowing them to share the rewards resulting from their efforts.

Proposal for resolution by the Annual General Meeting:

The Annual General Meeting hereby resolves a new 2014 Subscription Rights Incentive Plan, whereby the Company issues independent subscription rights to employees of IDEX ASA and its subsidiaries and affiliated companies (hereinafter collectively referred to as "the Company") and to individual contractors performing similar work.

For the avoidance of doubt, the foregoing includes grants of subscription rights to (i) employees of and individual consultants to IDEX America Inc., a wholly owned subsidiary of the Company duly organized and existing under the laws of the State of Delaware and/or (ii) other employees or individual consultants within the IDEX Group of Companies who are US citizens, US residents within the meaning of Section 7701 of the U.S. Internal Revenue Code of 1986, as amended, and US non-residents who accrue benefits under the 2014 Subscription Rights Incentive Plan during a period of US employment.

Each subscription right shall entitle the holder to demand one share in the Company. In the event the Company's share capital or number of shares is changed by way of a capitalization issue, stock split, stock consolidation etc. the maximum number of subscription rights (see next paragraph) that may be issued under the subscription rights program, and the consideration for the shares to be issued in the Company upon exercise of the subscription rights, shall be adjusted accordingly and rounded downwards to the nearest whole number.

The number of subscription rights which may be issued shall be a minimum number of one subscription right and a maximum number of 41,238,371 subscription rights; provided, however, that the number of issued and outstanding subscription rights under all of the Company's subscription right programs shall not exceed 10 (ten) per cent of the registered number of shares in the Company at any given time.

The subscription rights must be subscribed for by latest the day immediately preceding the 2015 Annual General Meeting.

The subscription rights will be granted for no consideration.

The subscription rights shall be non-assignable otherwise than by will or by the laws of descent and distribution.

The vesting schedule for the subscription rights shall be 25 per cent each year beginning one year from the date of grant of the subscription rights; provided, however, that the Board may decide to establish an accelerated vesting schedule, if deemed appropriate.

Except as otherwise expressly determined by the Board, in the event of a Change of Control, subscription rights shall accelerate and immediately become one hundred per cent vested as of the date of the consummation of the Change of Control. For the purpose of this paragraph, Change of Control shall mean the occurrence of any of the following events: (i) Any acquisition, sale or disposition of stock or assets of the Company or merger or other form of consolidation resulting in a change of ownership of all or substantially all of the Company's assets, (ii) any legal person directly or indirectly becoming the beneficial owner of securities of the Company representing fifty per cent or more of the combined voting power of the Company's then-outstanding securities; or (iii) the complete liquidation of the Company pursuant to a plan approved by the shareholders of the Company.

The Board will establish the further rules and procedures in regard to vesting and exercise in cases of resignation or other termination of employment or contract, including subsequent time frames to allow completion of exercise after termination.

In connection with the issuance of subscription rights, and the exercise of any of the subscription rights and the resulting share capital increase in the Company, the existing shareholders are waiving their preferential right to subscribe for subscription rights or shares, as the case may be, according to the PLCA.

As consideration for the shares to be issued in the Company upon exercise of the subscription rights hereunder, the holders of the subscription rights shall pay to the Company a sum per share, which shall equal the greater of (i); the average closing price of the Company's share, as reported by Oslo Axess, over ten trading days immediately preceding the date of grant of the subscription rights, and (ii) the closing price of the Company's share, as reported by Oslo Axess, on the trading day immediately preceding the date of grant of the subscription rights. Notwithstanding the foregoing, if the subscription right holder is an owner of 10% or more of the Company's shares, in the case of grant which is an incentive subscription right under the U.S. Internal Revenue Code, the exercise price shall be not less than 110% of the greater of (i) the average closing price of the Company's share, as reported by Oslo Axess, over ten trading days immediately preceding the date of grant of the subscription rights and (ii) the closing price of the Company's share, as reported by Oslo Axess, on the trading day immediately preceding the date of grant of the subscription rights.

No subscription rights may be exercised beyond the 5-year anniversary of the date of this resolution. In connection with the issuance of subscription rights, the Company may provide terms and conditions for exercise, as well as imposing restrictions on the sale and transfer of shares issued upon exercise of the subscription rights.

Any shares that are issued by the Company under the Subscription Rights Plan shall carry right to dividends declared subsequent to the subscriber having paid the subscription price and the associated share capital increase having been registered in the Register of Business Enterprises. All other shareholder rights associated with these shares, hereunder those referenced in § 11-12 (2) (9) of the PLCA, shall attach from the date of payment of the exercise price.

6. Authorizations to the Board to issue new shares

At the Annual General Meeting on 16 May 2013 the Board of the Company was granted authorizations to increase the Company's share capital by issuance of new shares in connection with private placements and rights issues. The authorizations expire on the date of the 2014 Annual General Meeting.

Generally, as the Company is working to further develop its business operations it is necessary that the Board is able to commit transactions with potential investors on a short notice. The required 21 day notice for a general meeting may delay this process.

The Board proposes that the authorizations shall be renewed for a one-year period for the purposes of private placements and rights issues.

The Board proposes that the board authorization be maximized to 10 percent of the Company's registered share capital at the time of this authorization.

By reason of the above, the Board proposes the adoption of the following separate authorizations to the Board to issue shares:

(a) Board Authorization to issue shares in Private Placements

• 1. The Board of Directors of IDEX ASA ("the Company") is authorized to accomplish one or more share capital increases by subscription for new shares. The total amount by which the share capital may be increased is NOK 6,185,755.72 (representing 10 per cent of the registered share capital of the Company at the time of this authorization). Moreover, under no circumstances shall the sum of capital increases that may be accomplished by the Board collectively under this agenda item 6 exceed NOK 6,185,755.72. Any previous authorizations given to the Board to issue shares shall be, and hereby are, withdrawn with effect from the date this authorization is registered in the Register of Business Enterprises (not including, for the avoidance of doubt, the other authorizations contained in this agenda item 6 and in agenda item 7).
• 2. The instant authorization may be used in connection with private placements and share issues to suitable investors (may be existing and/or new shareholders, hereunder employees in the Company) in order to raise additional capital for the Company.
• 3. In the event the Company's share capital or nominal value per share is changed by way of a capitalization issue, stock split, stock consolidation etc., the maximum nominal value of the shares that may be issued under this authorization shall be adjusted accordingly.
• 4. Existing shareholders are waiving their preemptive right to subscribe for shares according to the PLCA in the event of a share capital increase as authorized herein.

• 5. The Board is authorized to decide upon the subscription terms, including issue price, date of payment and the right to sell shares to others.

• 6. Payment of share capital in connection with a share capital increase authorized herein may be made by way of non-cash contribution and other special subscription terms, as same are provided in Section 10-2 of the PLCA.

• 7. The General Meeting authorizes the Board to amend the Company's Articles of Association concerning the size of the share capital when the instant authorization is used.
• 8. The authorization shall be valid until the 2015 Annual General Meeting, but not later than 30 June 2015.
• 9. The new shares, which may be subscribed for according to this authorization, shall have right to dividends declared subsequent to the subscriber having paid the subscription price and the associated share capital increase having been registered in the Register of Business Enterprises. In other respects, the shares shall have shareholder rights from the time of issuance, unless the Board otherwise determines.
• 10. Shares that are not fully paid cannot be transferred or sold.

(b) Board Authorization to issue shares in Rights Issues

• 1. The Board of Directors of IDEX ASA ("the Company") is authorized to accomplish one or more share capital increases by subscription for new shares. The total amount by which the share capital may be increased is NOK 6,185,755.72 (representing 10 per cent of the registered share capital of the Company at the time of this authorization). Moreover, under no circumstances shall the sum of capital increases that may be accomplished by the Board collectively under this agenda item 6 exceed NOK 6,185,755.72. Any previous authorizations given to the Board to issue shares shall be, and hereby are, withdrawn with effect from the date this authorization is registered in the Register of Business Enterprises (not including, for the avoidance of doubt, the other authorizations contained in this agenda item 6 and in agenda item 7).
• 2. The instant authorization may be used in connection with rights issue to existing shareholders of the Company in order to raise additional capital for the Company.
• 3. In the event the Company's share capital or nominal value per share is changed by way of a capitalization issue, stock split, stock consolidation etc., the maximum nominal value of the shares that may be issued under this authorization shall be adjusted accordingly.
• 4. The Board is authorized to decide upon the subscription terms, including issue price, date of payment and the right to sell shares to others.
• 5. Payment of share capital in connection with a share capital increase authorized herein may be made by way of non-cash contribution and other special subscription terms, as same are provided in Section 10-2 of the PLCA.
• 6. The General Meeting authorizes the Board to amend the Company's Articles of Association concerning the size of the share capital when the instant authorization is used.
• 7. The authorization shall be valid until the 2015 Annual General Meeting, but not later than 30 June 2015.
• 8. The new shares, which may be subscribed for according to this authorization, shall have right to dividends declared subsequent to the subscriber having paid the subscription price and the associated share capital increase having been registered in the Register of Business Enterprises. In other respects, the shares shall have shareholder rights from the time of issuance, unless the Board otherwise determines.
• 9. Shares that are not fully paid cannot be transferred or sold.

7. Approval of the remuneration of the Board members

The nomination committee's recommendation is attached to this Notice.

The nomination committee proposes the following resolution to be approved by the Annual General Meeting:

The annual board remuneration is NOK 185,000 per board member for the period from the date of the 2013 Annual General Meeting until the date of the 2014 Annual General Meeting. The Chairman of the Board receives an additional annual amount of NOK 40,000 for serving as the Chairman. In addition, the Company will refund relevant expenses that the members of the board may have incurred in connection with the exercise of board functions.

As the Company sees benefits in restraining the outflow of liquidity and the Board members have indicated that they may be interested in receiving shares in the Company, it is proposed that the Board members, as an alternative to a cash payment, can elect to receive all or part of the remuneration in the form of shares in the Company. The number of shares to which the board members would be entitled is proposed to be calculated as follows: The board member shall be entitled to subscribe for a value of shares (based on the average closing price of the Company's shares over the ten trading days prior to the Annual General Meeting) of 133 per cent of the NOK amount granted as board remuneration; provided, however, that the Board member must pay a subscription price per share equal to the par value of the share, being NOK 0.15 per share.

The Board proposes the following resolution by the Annual General Meeting:

The Board members can elect to receive all or part of the board remuneration in the form of shares in the Company.

The number of shares to which the Board members would be entitled for the period from the 2013 Annual General Meeting until the 2014 Annual General Meeting shall be calculated as follows: The Board member shall be entitled to subscribe for shares having a total market value (based on the average closing price of the Company's shares over the ten trading days prior to the Annual General Meeting in 2014) of 133 per cent of the NOK amount granted as board remuneration; provided, however, that the Board member must pay a subscription price per share equal to the par value of the share, being NOK 0.15.

To the extent a Board member wishes to receive board remuneration in the form of shares, the Board member must notify the Company and subscribe for the shares within the start of trading on Oslo Axess on the trading day immediately subsequent to the date of the 2014 Annual General Meeting, and also pledge to not sell the shares before the earlier of the Annual General Meeting of the Company in 2015 or 30 June 2015. Payment of the subscription price shall be made no later than 31 May 2014.

In order to facilitate the foregoing, the Board is authorized to accomplish one or more share capital increases with a maximum of NOK 200,000 for the purpose of issuing shares to those Board members who elect to receive shares as opposed to cash on the aforesaid terms, and to amend the Company's Articles of Association accordingly. Existing shareholders are waiving their preemptive right to subscribe for shares according to the PLCA in event of a share capital extension as authorized herein. The new shares, which may be subscribed for according to this resolution, shall have right to dividends declared subsequent to the subscriber having paid the subscription price and the associated share capital increase having been registered in the Register of Business Enterprises. This Board authorization expires on 31 May 2014.

8. Election of Board of Directors

The nomination committee's recommendation is attached to this Notice.

One board member stands for election, namely Jon Ola Frankplads. Mr. Frankplads has informed that he does not wish to be reelected for a new term.

Morten Opstad (Chairman), Frode Haugli, Hanne Høvding and Toril Nag were elected for a two-year term at the 2013 Annual General Meeting and do not stand for election now.

The Board's current members are presented in the 2013 annual report, while the new proposed Board member, Mr. Andrew James MacLeod, is presented in the nomination committee's recommendation.

The nomination committee proposes to the Annual General Meeting that the number of board members remains unchanged and that the following board is elected:

Morten Opstad is re-elected as chairman of the board for the second year of his term. Hanne Høvding, Toril Nag and Frode Haugli continue as board members also for the second year of their term. Mr. Andrew James MacLeod is elected as board member for a period of two years.

9. Election of nomination committee

The nomination committee's recommendation is attached to this Notice.

Andreas B. Lorentzen has expressed that he does not seek re-election. The Committee is consequently seeking a new member that will be proposed and presented before or at the General Meeting.

The Nomination Committee proposes in that:

Harald Voigt continues as Chairman of the Nomination Committee for one year. Christian Rust Tveten is re-elected as member for two new years. A third member will be proposed for election at the Annual General Meeting.

10. Approval of the remuneration to the members of the nomination

The nomination committee's recommendation is attached to this Notice.

The nomination committee proposes that:

Remuneration to the nomination committee's members is determined to be NOK 25,000 for the Chairman of the committee and NOK 15,000 for each of the other members for the period from the 2013 Annual General Meeting to the 2014 Annual General Meeting.

11. Approval of the remuneration of the auditor

The Board proposes that the Annual General Meeting approves the payment of the auditor's fees for 2013 against invoice. The fees are disclosed in note 6 to the annual financial statements for 2013.

*****

At 09.30 hrs. or after the Annual General Meeting has been adjourned, the CEO, Hemant Mardia, will give a presentation and status report of IDEX ASA. The presentation is open to the general public and the press.

15 April 2014 IDEX ASA

Morten Opstad Chairman of the Board of Directors

THE NOMINATION COMMITTEE'S PROPOSAL TO THE ANNUAL GENERAL MEETING IN IDEX ASA ON 7 MAY 2014

Presentation of the work of the Nomination Committee

The Nomination Committee was elected at the annual general meeting ("AGM") 16 May 2013 and has comprised of Mr. Christian Rust Tveten, Mr. Andreas B. Lorentzen and Chairman Mr. Harald Voigt.

In addition to communicating with each other, we have been in contact with the Company's management, the Chairman of the Board, board members and some of the largest shareholders in the Company. Information obtained from these contacts, together with information from the Board's self-evaluation conducted in 2013, has formed the basis for a specification of the desired profile of the board members. There has been a broad consensus that the Company now specifically needs board members with international experience and contact points with the major international players within the areas where biometric identification will be utilized.

In general, the Nomination Committee has the opinion that the board is well functioning, as is their cooperation with the management.

Election of board members

Mr. Jon Ola Frankplads is the only board member that is up for election. He has informed the Nomination Committee that he does not seek reelection.

Chairman of the Board Mr. Morten Opstad, Ms. Hanne Høvding, Ms. Toril Nag and Mr. Frode Haugli were all elected for two years at the Annual General Meeting in 2013 and are thus formally not up for election. They have all expressed that they want to continue as board members.

The current board members are presented in the 2013 annual report. A proposed new board member, Mr. Andrew James MacLeod, is presented in the annex to this proposal.

The Nomination Committee proposes that number of board members remains unchanged and that the following Board is elected:

Morten Opstad is re-elected as chairman of the board for the second year of his term. Hanne Høvding, Toril Nag and Frode Haugli continue as board members also for the second year of their term. Mr. Andrew James MacLeod is elected as board member for a period of two years.

The Nomination Committee emphasizes that the composition of board members should be subject of evaluation each year, regardless of the election periods.

Remuneration to the members of the board

The AGM in May 2013 decided the remuneration for the members of the board to 140,000 per board member, with an additional NOK 40,000 to the chairman, for the period from the 2013 AGM until the 2014 AGM. As IDEX has developed into a major, international biometric company and is demanding more from its board members, the Nomination Committee proposes to increase the remuneration.

The Nomination Committee proposes the following resolution to be approved by the Annual General Meeting:

The annual board remuneration is NOK 185,000 per board member for the period from the 2013 AGM until the 2014 AGM. The chairman of the board receives an additional annual amount of NOK 40,000 for serving as the chairman. In addition, the Company will refund relevant expenses that the members of the board may have incurred in connection with the exercise of board functions.

As the Company sees benefits in having board members as shareholders, and that board members previously have indicated that they may be interested in receiving shares in the Company, the board has proposed that the members of the board, as an alternative to a cash payment, can elect to receive all or part of the remuneration in the form of shares in the Company. The number of shares to which the board members would be entitled is proposed to be calculated as follows: The board member shall be entitled to subscribe for a value of shares equal to 133 per cent of the NOK amount granted as board remuneration; provided, however, that the board member must pay a subscription price per share equal to the par value of the share, being NOK 0.15. The Nomination Committee has no objection to the board's proposal.

Composition of the Nomination Committee

The Nomination Committee has the opinion that the current committee has a reasonable size. Due to the internationalization of IDEX, the committee welcomes, and sees the advantage of, foreign members in the future.

At the Annual General Meeting in 2013 Harald Voigt was elected as Chairman for two years, Mr. Christian Rust Tveten and Mr. Andreas B. Lorentzen continued for the second year of their term.

The Nomination Committee emphasizes that the composition of members should be subject of evaluation each year, regardless of the election periods.

Andreas B. Lorentzen has expressed that he does not seek re-election. The Committee is consequently seeking for a new member that will be proposed and presented before, or on, the General Meeting.

The Nomination Committee proposes in that regard that:

Harald Voigt continues as Chairman of the Nomination Committee for one year. Christian Rust Tveten is re-elected as member for two new years. A third member will be proposed for election at the Annual General Meeting.

Remuneration to the Nomination Committee

Based on remuneration in comparable companies, the Nomination Committee proposes to keep the level of their remuneration to the same level as previous year.

The Nomination Committee proposes therefore:

Remuneration to the Nomination Committee members is NOK 25,000 for the Chairman of the committee and NOK 15,000 for each of the other members for the period from the 2013 AGM to the 2014 AGM.

Chairman

15 April 2014 The Nomination Committee in IDEX ASA

Christian Rust Tveten Andreas B. Lorentzen Harald Voigt

Presentation of proposed new board members

Note: Present board members are presented in the annual report for 2013.

Andrew James MacLeod, proposed new board member

Mr. Andrew James (Andy) MacLeod is Group Chief Networks Officer at Vodafone plc., responsible to the Group Chief Technology Officer for all network related policy and operational activities across the Vodafone Group world-wide. He has since the early 1990's held CEO, COO and CTO positions at major telecommunication companies. He holds a MBA from Warwick Business School, is a Chartered Engineer (metals, materials and mining) and has also a MA (metallurgy and material science) from Keble College, Oxford University.

Andy is 56 years old, is a UK citizen, and lives in Winchester, UK.

He does not hold shares or rights to shares in IDEX.

Ref no: PIN code:

Notice of Annual General Meeting

An Annual General Meeting of IDEX ASA will be held on 7 May 2014 at 09.00 hrs. at Vika Atrium Conference Centre, Munkedamsveien 45 in Oslo, Norway

If the above-mentioned shareholder is an enterprise, it will be represented by: _________________________________________

Name of enterprise's representative (To grant a proxy, use the proxy form below)

Notice of attendance

The undersigned will attend the Annual General Meeting on 7 May 2014 and vote for:

	Own shares Other shares in accordance with enclosed Power of Attorney
A total of	Shares

This notice of attendance must be received by DNB Bank ASA no later than 5 May 2014 at 12.00 hrs. Notice of attendance may be sent electronically through the Company's website www.idex.no or through VPS Investor Services. To access the electronic system for notification of attendance or to submit your proxy, through the Company's website, the above-mentioned reference number and PIN code must be stated.

The notice may also be sent by e-mail to genf@dnb.no, regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway. Fax is not available.

Place Date Shareholder's signature (If attending personally. To grant a proxy, use the form below)

Proxy without voting instructions Ref no: PIN code:

This proxy form is to be used for a proxy without voting instructions. To grant a proxy with voting instructions, please use page 2.

If you do not attend the Annual General Meeting in person, this proxy may be used by a person authorised by you, or you may send the proxy without naming the proxy holder, in such case, the proxy will be deemed to be given to the Chairman of the Board of Directors or a person authorised by the Board of Directors. The proxy must be dated and signed.

The proxy form should be received by DNB Bank ASA, Registrar's Department no later than 5 May 2014 at 12.00 hrs. The proxy may be sent electronically through the Company's website http://www.idex.no or through VPS Investor Services. The notice may also be sent by e-mail to genf@dnb.no, regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway. Fax is not available.

The undersigned ___________________________hereby grants (tick one of the two):

the Chairman of the Board of Directors (or a person authorised by the Board of Directors), or

_____________________________________________ (Name of proxy holder in capital letters)

a proxy to attend and vote for my/our shares at the Annual General Meeting of IDEX ASA on 7 May 2014.

|--|--|

Place Date Shareholder's signature (Signature only when granting a proxy)

With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.

Proxy with voting instructions Ref no: PIN code:

This proxy form is to be used for a proxy with voting instructions. If you do not attend the Annual General Meeting in person, you may use this proxy form to give voting instructions. You may grant a proxy with voting instructions to a person authorised by you, or you may send the proxy without naming the proxy holder, in which case the proxy will be deemed to have been given to the Chairman of the Board of Directors or a person authorised by the Board of Directors. The proxy must be dated and signed.

The proxy form must be received by DNB Bank ASA, Registrar's Department, no later than 5 May 2014 at 12.00 hrs. It may also be sent by e-mail to genf@dnb.no, regular mail to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway. Fax is not available.

The undersigned ___________________________hereby grants (tick one of the two):

the Chairman of the Board of Directors (or a person authorised by the Board of Directors), or

____________________________________

Name of proxy holder (in capital letters)

proxy to attend and vote for my/our shares at the Annual General Meeting of IDEX ASA on 7 May 2014.

The votes shall be exercised in accordance with the instructions below. Please note that if any items below are not voted on (not ticked off); this will be deemed to be an instruction to vote "for" the proposals in the notice. However, if any motions are made from the floor in addition to or in replacement of the proposals in the notice, the proxy holder may vote or abstain from voting at his or her discretion. In such case, the proxy holder will vote on the basis of his or her reasonable understanding of the motion. The same applies if there is any doubt as to how the instructions should be understood. Where no such reasonable interpretation is possible, the proxy holder may abstain from voting.

Agenda Annual General Meeting 7 May 2014	For	Against	Abstain
1. Election of a person to chair the meeting as proposed by the Board			
2. Approval of the notice and agenda of the meeting			
3. Approval of the Annual Report and Annual Financial Statements for 2013			
4(a). Guiding resolution of executive remuneration policy			
4(b). Binding resolution of executive remuneration policy			
5. 2014 Subscription Rights Incentive Plan			
6(a). Board Authorization to issue shares in Private Placements			
6(b). Board Authorization to issue shares in Right Issues			
7. Approval of the remuneration of the Board members in accordance with proposal			
8. Election of Board of Directors in accordance with proposal			
9. Election of nomination committee in accordance with proposal			
10. Approval of the remuneration to the members of the nomination committee in accordance with proposal			
11. Approval of the remuneration of the auditor			

Place Date Shareholder's signature (Only for granting proxy with voting instructions)

With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.