Nekkar — AGM Information 2015

Dec 14, 2015

14 December 2015

SUMMONS TO EXTRAORDINARY GENERAL MEETING IN TTS GROUP ASA

The shareholders of TTS Group ASA, business registration number 932 142 104, are convened to an extraordinary general meeting to be held on 5 January 2016 at 13.00 at the company's business premises at Folke Bernadottes vei 38 in Bergen, Norway.

The Board of Directors has proposed the following

Agenda

1	Opening of the general meeting and registration of attending shareholders
2	Election of a chairman of the meeting and a person to co-sign the minutes
3	Approval of the notice and the proposed agenda
4	Subordinated convertible bond loan
5	Election of a new member of the election committee

*****

The general meeting will be opened by the Chairman of the Board, Trym Skeie.

Attached to this summons are the Board of Directors' proposal for resolution and grounds for item 4 on the agenda and a letter dated 3 December 2015 sent to the bondholders. Attached is also proposal for resolution and grounds for item 5 on the agenda. The approved annual accounts for 2014 and the auditor's report are available at the company's business premises and www.ttsgroup.no for review.

The company's share capital consists of 86 605 660 shares, each with a nominal value of NOK 0.11. Each share carry one vote.

Shareholders may attend the general meeting either in person or by proxy. Shareholders who wish to meet by proxy must fill out and send in the enclosed proxy form. Proxy may be granted to the Chairman of the Board, Trym Skeie, President & CEO Björn Andersson, or anyone else the shareholders may wish to grant a proxy to.

Shareholders who wish to participate in the general meeting must give notice to the company by contacting Anne-Berit Thorsen before 4:00 pm on 4 January 2016 by email ir@tts-group.no, phone +47 55 94 74 06, fax +47 55 94 74 01 or by returning the enclosed form.

From TTS Group ASA's articles of associations:

§ 9 Registration date. A shareholder's right to participate in and vote at the General Meeting may only be exercised if the acquisition is registered in the registry of shareholders at the latest five working days prior to the general meeting, ref. the Norwegian Public Limited Companies Act, Section 4-2, third paragraph.

§ 10 Prohibition on electronic participation in the company's general meeting. Shareholders shall not be given access to participate electronically in the company's general meeting pursuant to Section 5-8 of the Norwegian Public Limited Companies Act.

Any shareholder has the right to submit alternative proposals to the Board of Directors' proposals for resolutions. Shareholders may further propose other matters for consideration by the general meeting, if the matter is submitted in writing to the company at the latest four weeks prior to the date of the general meeting. Pursuant to the Norwegian Public Limited Companies Act, Section 5-14 (1), the general meeting may consider matters included in the notice. Matters conveyed subsequent to the aforementioned date, will not normally be considered. The following matters may still be taken up for consideration pursuant to the Norwegian Public Limited Companies Act Section 5-14 (2); (i) matters that are statutory according to the law or the company's Articles of Association (ii) proposals regarding inquiry; and (iii) proposals for summoning a new general meeting to resolve proposals submitted under the general meeting.

The shareholders are furthermore entitled to request information from members of the Board and the CEO in accordance with further provisions of the Norwegian Public Companies Act Section 5-15.

This notice and its appendices and proposals for resolutions, as well as information regarding the number of shares and votes in the company, are available on the company's website www.ttsgroup.no.

Yours sincerely, for and on behalf of the Board of Directors in TTS Group ASA

Trym Skeie chairman (sign)

ITEM 4 ON THE AGENDA:

Following the current weak market environment, the Company has taken strong cost-reducing measures to adjust activities. Furthermore, the Company has implemented initiatives to benefit on the increased demand from the shipping industry.

In order for the Company to fully benefit from the cost initiatives and the implemented initiatives towards the shipping industry, the Company is taking measures to improve financial liquidity until the effects of such measures start to contribute positively to the financial position of the Company. Accordingly, it is proposed to make amendments to the Company's bond loan agreement ISIN NO 001 0593890 (the "Loan Agreement"). Proposed amendments have been sent to the bondholders on 3 December 2015 ("the Proposed Amendments"). Such amendments require the approval by the general meeting and the bondholders. The bondholders has been summoned to a bondholders' meeting to vote medio December.

The Board of Directors proposes that the general meeting makes the following resolution:

"The terms of the Loan Agreement shall be amended according to the Proposed Amendments. The Board of Directors is authorized to make the necessary amendments to the Loan Agreement in order to implement the Proposed Amendments."

The Proposed Amendments imply that the loan under the Loan Agreement, currently with a principal amount of NOK 95 345 000, is made convertible to and including 10 banking days before 18 April 2017. Due to the loan already having been paid to the Company, the preferential rights of existing shareholders under the Public Limited Companies Act section 11-4 is waived. The Board of Directors further proposes that the general meeting makes the following resolution:

• 1 "The company shall acquire a subordinated convertible bond loan with nominal amount NOK 95 345 000 consisting of 95 345 000 bonds each with par value of NOK 1 (the "Loan"). The Loan is acquired by making the existing loan under the bond loan agreement ISIN NO 001 0593890 between the Company and Nordic Trustee ASA as trustee for the bondholders (the "Loan Agreement") convertible to and including 10 banking days before 18 April 2017.
• 2 The Loan is a continuation of an existing loan and may therefore be subscribed only by owners of bonds under the Loan Agreement within 18 January 2016. The preferential rights of existing shareholders to subscribe for bonds under the Public Limited Companies Act section 11-4 is waived accordingly.
• 3 The Loan shall be subscribed in this protocol. The Loan shall be subscribed at par value.
• 4 The subscribers shall receive a fee of 1 %.
• 5 The Loan has already been paid to the Company. Payment has been made by the loan under the Loan Agreement. Accordingly, over-subscription will not occur.
• 6 Each bond shall have par value NOK 1 and carry an annual interest of (i) 8 % p.a. up to 18 January 2016, and (ii) 12 % p.a. from and including 18 January 2016. Interest is payable quarterly in arrears.
• 7 Each bondholder has the right to convert all or some of its bonds into shares in the Company

any time in the period to and including 10 banking days before final maturity however at latest to and including 10 banking days before 18 April 2017. The bondholders have an obligation to convert the bonds into shares at the request of the Company on the terms and conditions provided for in the Loan Agreement's provisions on "Call Option (Forced Conversion)" and "Acquisition Event". The subscription price upon conversion shall be NOK 4.97 per share. Shares issued upon conversion gives dividend rights from the date of the registration of the share capital increase in Norwegian Register of Business Enterprises (Foretaksregisteret). The conversion rights shall be adjusted as provided for in the Loan Agreement upon changes in the Company's capital matters etc after the date of this resolution as described in the Loan Agreement. Apart there from the bondholders shall have no rights in such circumstances. The subscription rights may not be separated from the bond or exercised independently of the bonds, cf. the Public Limited Companies Act section 11-2 item 13.

8 The Loan is further regulated by the Loan Agreement."

ITEM 4 ON THE AGENDA – LETTER DATED 3 DECEMBER 2015 SENT TO THE BONDHOLDERS

Denne melding til obligasjonseierne er kun utarbeidet på engelsk. For informasjon vennligst kontakt Nordic Trustee ASA

To the Bondholders in:

ISIN NO 001 0593890 - "8.00 per cent TTS Group ASA Convertible Callable Unsecured Subordinated Bonds Issue 2011/2016"

Oslo, 3 December 2015

Summons to Bondholders' Meeting - Amendments of Bond Agreement

Nordic Trustee ASA acts as trustee (the "Trustee") for the holders of bonds in the above-mentioned bond issue ISIN NO 001 0593890 (in the total outstanding amount of NOK 95,345,000) (the "Bond Issue" or the "Bonds") issued by TTS Group ASA (the "Issuer" or the "Company").

All capitalized terms used herein shall have the meaning assigned to them in the bond agreement dated 17 January 2011 (as amended from time to time) made between the Trustee and the Issuer (the "Bond Agreement"), unless otherwise stated herein. References to Clauses and paragraphs are references to Clauses and paragraphs of the Bond Agreement.

The information in this summons regarding the legal, operational and financial status of the Issuer is provided by the Issuer. The Trustee expressly disclaims any and all liability whatsoever related to such information given from the Issuer.

1 BACKGROUND

The Company is a global enterprise that designs, develops and supplies equipment solutions and services for the marine and offshore industries. The Company is one of the top three largest suppliers in its specialized markets and operates in the following six segments:

• Roro, Cruise & Navy ("RCN")
• Container, Bulk & Tank ("CBT")
• Multipurpose & General Cargo ("MPGC")
• Offshore
• Shipyard Solutions
• Services

The Issuer is listed on the Oslo Stock Exchange with a market capitalization of approx. NOK 288 million as of 30 November 2015 and its largest shareholders are the Skeie family (~32%) and Rasmussengruppen AS (~13%).

On 12 November 2015, the Company reported a turnover for 3Q YTD 2015 of NOK 2,209 million, EBITDA of NOK 126 million and net result of NOK 56 million compared to NOK 1,720 million, negative NOK (37) million and negative NOK (71) million for the same period in 2014.

The EBITDA includes a one-time effect of NOK 104 million related to change of control in TTS Hua Hai Ships Equipment Co Ltd ("THH"). In addition, Q3 2015 figures include a one-time EBITDA effect of negative NOK (20) million following write down of inventories.

The order intake for 3Q 2015 was NOK 598 million, compared to NOK 611 million in 3Q 2014. Adjusted for THH, this represents a reduction in order intake, and especially MPGC was slow the last quarter. However, order intake in Services and CBT was positive. The order backlog at the end of 3Q

2015 was NOK 3,940 million, up from NOK 3,502 million at the end of 3Q 2014. The order backlog includes 50% of the order backlog from JV companies in China (in total NOK 398 million).

The Roro, Cruise & Navy segment reported a turnover of NOK 465 million for 3Q YTD 2015 compared to NOK 442 million in the same period in 2014. RCN reported an EBITDA of NOK 50 million in 3Q YTD 2015 and NOK 52 million in 3Q YTD 2014. The outlook for the segment is positive. Proven solutions and repeat orders from key customers within the pure car/truck carrier market give basis for expected high activity going forward.

The Container, Bulk & Tank segment reported a turnover of NOK 675 million for 3Q YTD 2015 compared to NOK 317 million in the same period in 2014 (full consolidation of THH for Q2 and Q3 2015). CBT reported an EBITDA of NOK 118 million in 3Q YTD 2015 and NOK 3 million in 3Q YTD 2014. The 2015 figures include a onetime EBITDA effect of NOK 104 million due to the full consolidation of THH. The backlog is satisfactory because of a large order intake in 2014. The outlook is affected by the strong market competition in Korea and the expected increase in newbuilding activity as a result of increased rates in the capsize segment.

The MPGC segment reported a turnover of NOK 209 million for 3Q YTD 2015 compared to NOK 91 million in the same period in 2014. MPGC reported a negative EBITDA of NOK (7) million in 3Q YTD 2015 and negative NOK (31) million in 3Q YTD 2014. The results from this segment are expected to improve.

The Offshore segment reported turnover of NOK 269 million in 3Q YTD 2015 compared to NOK 363 million in the same period in 2014. Offshore reported a negative EBITDA of NOK (80) million in 3Q YTD 2015 compared to negative NOK (83) million in 3Q YTD 2014. The 2015 figures include an inventory write down of NOK 20 million. The challenging market has led to cost reduction and project control programs, but the segment is expected to show low utilization and margins in the quarters to come.

The Shipyard Solutions segment reported turnover of NOK 137 million in 3Q YTD 2015 compared to NOK 139 million in the same period in 2014. Shipyard Solutions reported an EBITDA of NOK 5 million in 3Q YTD 2015 and NOK 5 million in 3Q YTD 2014. The market is expected to be influenced by tighter competition and restructuring in the shipyard industry.

The Services segment reported turnover of NOK 444 million in 3Q YTD 2015 compared to NOK 368 million in the same period in 2014. Services reported an EBITDA of NOK 54 million for 3Q YTD 2015 and NOK 32 million in 3Q YTD 2014. Market demand in the segment and historical installed base provides platform for additional turnover and acceptable profit margins. The service market still remains influenced by low ship charter rates in some segments.

Total net interest-bearing debt decreased by NOK 51 million to NOK 130 million in 3Q 2015. Consolidation of TTS Hua Hai and TTS SCM represents a reduction in net interest-bearing debt of total NOK 317 million. The Company was in compliance with all of its financial covenants as of 3Q 2015.

There have been no conversions in the Bond Issue since 2014. The adjusted Conversion Price as of the date of this Summons letter is NOK 4.97. The share price as of 30 November was NOK 3.32.

For further information about the Issuer, please visit the Issuer's website www.ttsgroup.com.

Background for the requested amendments

Due to poor operational performance in the Offshore segment and a very challenging offshore market with low visibility, the financial performance has been weaker than expected. This has led to a reduction in the share price and therefore the Bonds are currently trading out of the money. Combined with a difficult capital market, the Issuer has limited financial resources to repay the Bond Issue without significantly affecting the Issuer's performance. As such, the Issuer expects to be unable to repay the total outstanding amount on the existing Maturity Date of 18 January 2016. On this basis, the Issuer is approaching the Bondholders with a request to extend the Maturity Date specified in the Bond Agreement. The requested amendments as well as the compensation to Bondholders are further described in Section 2 of this Summons.

2 PROPOSAL

To enable the Issuer to conduct the proposed amendments of the Bond Agreement, the Issuer has requested the Bond Trustee to summon a Bondholders' Meeting to consider the approval of the following proposed amendments (subject to the shareholder approval described in Clause 3.2 of this Summons and other customary conditions precedent) (the "Proposal"):

2.1 Amendment of the definition "Maturity Date":

The Issuer proposes to amend the definition Maturity Date in Clause 1.1 of the Bond Agreement to be read as follows:

"Maturity Date" means 18 April 2017 or an earlier maturity date as provided for in this Bond Agreement. Any further adjustment may be made according to the Business Day Convention.

2.2 Amendment of the Fixed Rate:

The Issuer proposes to amend the definition Fixed Rate in Clause 9.1 of the Bond Agreement to be read as follows:

The Issuer shall pay interest on the face value of the Bonds (i) from, and including, the Issue Date to, but excluding, the Interest Payment Date in January 2016 at a fixed rate of 8 per cent per annum and (ii) from, and including, the Interest Payment Date in January 2016 at a fixed rate of 12 per cent per annum (the "Fixed Rate").

2.3 Introduction of a new definition "Acquisition Event"

Following the introduction of a Drag-along mechanism as described below, a new definition of "Acquisition Event" shall be introduced and shall read as follows:

"Acquisition Event" means that an existing shareholder, or group of existing shareholders (each a "Dragging Party" or together the "Dragging Parties"), controlling in aggregate more than 67% of the shares of the Issuer accept to transfer, in any transaction or series of related transactions, 67% or more of the total number of shares in the Issuer to an unrelated third party buyer (the "Buyer").

2.4 Introduction of a new definition "Acquisition Settlement Date"

Following the introduction of a Drag-along mechanism as described below, a new definition of "Acquisition Settlement Date" shall be introduced and shall read as follows:

"Acquisition Settlement Date" means the date on which the shares of the Dragging Parties shall be transferred to the Buyer in relation to an Acquisition Event.

2.5 Introduction of "Drag-along":

The Issuer proposes to introduce a Drag-along mechanism to the Bond Agreement. New Clause 10.5 of the Bond Agreement shall read:

Drag-along conversion:

In case of an Acquisition Event occurring at a price above or equal to the Conversion Price, each of the Dragging Parties and the Issuer shall have the right to require a conversion of all Outstanding

Bonds to Shares based on the Conversion Price and subsequently an immediate transfer of such Shares to the Buyer at the same price and on the same terms and conditions as the Dragging Parties, and further that each Bondholder shall waive any such rights of veto or analogous rights under Allmennaksjeloven, the articles or otherwise that may arise in relation to such conversion of Bonds to Shares (the "Drag-along Right").

The Drag-along Right shall be exercisable by written notice from the Issuer (the "Drag-along Conversion Notice") to the Paying Agent and the Trustee (on behalf of the Bondholders) at least 10 Business Days prior to the Acquisition Settlement Date.

Upon receipt of a Drag-along Conversion Notice, the Paying Agent shall on behalf of each Bondholder (i) carry out the conversion of each Bondholder's Bonds (without the need for any further notice from the Bondholders) on the Acquisition Settlement Date in accordance with Attachment 2 Clause B.4 of the Bond Agreement, and (ii) subsequently immediately transfer such shares to the Buyer, subject to completion of the transfer of shares by the Dragging Parties to the Buyer (the "Acquisition Completion").

Drag-along call option:

In case of an Acquisition Event occurring at a price below the Conversion Price, the Issuer shall have a right to redeem all Outstanding Bonds (a "Drag-along Call Option") at a price of 105% of par value (plus accrued interest) on the Acquisition Settlement Date.

Exercise of the Drag-along Call Option shall be notified by the Issuer in writing to the Bond Trustee and the Bondholders at least 10 Business Days prior to the Acquisition Settlement Date.

On the Acquisition Settlement Date, the Issuer shall, subject to Acquisition Completion, pay to each of the Bondholders holding Bonds to be redeemed, in respect of each such Bond, the principal amount of such Bond (including any premium as stated above) and any unpaid interest accrued to the Acquisition Settlement Date.

2.6 Other Amendments

Based on the proposed amendments as described in 2.1 to 2.5, there will be certain consequential amendments of the Bond Agreement not specified herein.

2.7 Amendment fee

As a compensation to the Bondholders, the Issuer offers to pay to the Bondholders a one-time amendment fee of 1.00% (flat) of the face value of the Bonds, payable to the Bondholders (with record date at end-of-business the date of the Bondholders' Meeting), within 10 Business Days after the later of (i) the Bondholders' Meeting, provided that the Bondholders' Meeting accepts the proposed changes as set out in Clause 2 of this Summons, and (ii) approval by the EGM as mentioned below in section 3.2, has occurred.

3 EVALUATION OF THE PROPOSED AMENDMENTS

3.1 The Issuer's evaluation

Following the current weak market environment, the Company has taken strong cost-reducing measures to adjust activities.

Furthermore, the Company emphasises the implemented initiatives to benefit on the increased demand from the shipping industry. Initiatives include providing ship-type solutions to key customers and the effects of the actions taken are expected to contribute positively in the quarters to come.

Each of these elements will enable the Company to benefit from its strong position in its core segments and also gain larger access to the entire value chain. Offering ship-type solutions will increase flexibility for shipyards and ship owners, and therefore improve the competitive position for the Company, and in turn improve margins, and provide the optionality to respond to changes in market dynamics. All of which will enhance the potential to make the Company more robust and be able to repay the Bond Issue at the new proposed Maturity Date.

In order for the Company to fully benefit from the cost initiatives and the implemented initiatives towards the shipping industry, the Company is taking measures to improve financial liquidity until the effects of such measures start to contribute positively to the financial position of the Company, by inter alia proposing these amendments to the Bond Agreement and negotiating to renew existing bank credit facilities. On that basis, the Issuer is of the opinion that the amendments are reasonable and necessary, and that the Bondholders are offered a fair compensation for the amendments.

The Issuer has engaged Pareto Securities AS as the Issuer's financial advisor (the "Advisor") with respect to the Proposal. Accordingly, Bondholders may contact Pareto Securities AS Fixed Income Sales at +47 22 87 87 70 for further information.

The Advisor is acting solely for, and relying on information from, the Issuer in connection with the Proposal. No due diligence investigations have been carried out by the Advisor with respect to the Issuer, and the Advisor does not assume any liability in connection with the Proposal (including but not limited to the information contained herein).

3.2 Shareholder approval

An Extraordinary General Meeting (the "EGM") in the Issuer will need to approve the proposed amendment described in Clause 2.1 of this Summons and authorize the Board of Directors in the Issuer to resolve the restructuring of the Bond Issue. The EGM is expected to take place in the beginning of January 2016 and the required board resolutions are expected to be adopted by the Board of Directors on the same date, after the EGM has been adjourned.

3.3 Support from the Bondholders

Prior to this summons letter being distributed, the Issuer has informed the Trustee that it has received confirmation from a majority of the holders of the Voting Bonds in ISIN NO 001 0593890 that such holders intend to support the Proposal.

3.4 The Trustee's disclaimer/non-reliance

The request is put forward to the Bondholders without further evaluation or recommendations from the Trustee. The Bondholders must independently evaluate whether the proposed changes are acceptable.

4 BONDHOLDERS' MEETING:

Bondholders are hereby summoned to a Bondholders' Meeting:

Time: 17 December 2015 at 13:00 hours (1 pm) (Oslo time) Place: The premises of Nordic Trustee ASA, Haakon VIIs gate 1, 0161 Oslo – 6 th floor

Agenda:

• 1. Approval of the summons
• 1. Approval of the agenda
• 1. Election of two persons to co-sign the minutes together with the chairman
• 1. Request for adoption of the proposal:

It is proposed that the Bondholders' Meeting resolve the following:

"The Proposal (as defined in the summons to this Bondholders' Meeting) is approved by the Bondholders' Meeting.

The Trustee is given the power of attorney to enter into the necessary agreements in connection with decisions made by the Bondholders' Meeting as well as carry out necessary completion work, including making necessary amendments of the Bond Agreement."

* * *

To approve the above resolution, Bondholders representing at least 2/3 of the Bonds represented in person or by proxy at the meeting must vote in favour of the resolution. In order to have a quorum, at least 1/2 of the voting Bonds must be represented at the meeting. If the proposal is not adopted, the Bond Agreement will remain unchanged.

Please find attached a Bondholder's Form from the Security Depository (VPS), indicating your bondholding at the printing date. The Bondholder's Form will serve as proof of ownership of the Bonds and of the voting rights at the Bondholders' Meeting. (If the bonds are held in custody – i.e. the owner is not registered directly in the VPS – the custodian must confirm; (i) the owner of the bonds, (ii) the aggregate nominal amount of the bonds and (iii) the account number in VPS on which the bonds are registered).

The individual bondholder may authorize the Trustee to vote on its behalf, in which case the Bondholder's Form also serves as a proxy. A duly signed Bondholder's Form, authorizing the Trustee to vote, must then be returned to the Trustee in due time before the meeting is scheduled (by scanned e-mail, telefax or post – please see the first page of this letter for further details).

In the event that Bonds have been transferred to a new owner after the Bondholder's Form was made, the new Bondholder must bring to the Bondholders' Meeting or enclose with the proxy, as the case may be, evidence which the Trustee accepts as sufficient proof of the ownership of the Bonds.

For practical purposes, we request those who intend to attend the Bondholders' Meeting, either in person or by proxy other than to the Trustee, to notify the Trustee by telephone or by e-mail (mail@nordictrustee.no) within 16:00 hours (4pm) (Oslo time) the Business Day before the meeting takes place.

Yours Sincerely Nordic Trustee ASA

Enclosed: Bondholder's Form

ITEM 5 ON THE AGENDA:

As from 27 October 2015, Bjørn Olafsson has been appointed as Deputy CEO and member of the management team in TTS Group ASA. Consequently, Olafsson has resigned from the election committee with effect from the same date.

The election committee proposes to replace Olafsson, and has discussed the composition of the committe with the largest shareholders in accordance with clause 2.3 of the instruction for the election committee. It is proposed that Kate Henriksen, COO for Miles AS in Bergen, is elected as a new member of the election committe for the period ending on the ordinary general meeting in 2017.

If the general meeting adopts the proposal, the election committe will consist of:

Name	Period
Kate Henriksen	2015–2017
Petter Sandtorv	2015–2017
Anders Nome Lepsøe	2014–2016

Petter Sandtorv and Anders Nome Lepsøe are not up for election on this extraordinary general meeting. According to clause 2.2 of the instruction for the election committee, the committee nominates its leader.

The election committe proposes that the general meeting makes the following resolution:

"Kate Henriksen is elected as member of the Company's election committe for the period ending on the ordinary general meeting in 2017. Consequently, the election committee consists of:

Kate Henriksen Petter Sandtorv Anders Nome Lepsøe"

Attendance Slip

The undersigned will meet in extraordinary general meeting in TTS Group ASA on 5 January 2016 at 13.00 and vote for:

	……………… number	own shares
	……………… number	shares in accordance with the enclosed Letter of Attorney(s)
In total for	……………… number	shares

_________________________________ _______________________________________

Place and date signature (repeat in block letters)

Any Letter of Attorneys to vote for shares of others shall be enclosed and brought along in original at the general meeting

8/8

Power of Attorney

The undersigned authorizes the following person to meet and vote in extraordinary general meeting in TTS Group ASA on 5 January 2016

_______________________________________________________ name of the proxy in block letters and his/her date of birth

for my/our ……………….. shares.

number

* * *

Voting instruction:

Item on the agenda	For	Against	Absten tion
Item 4: Adjustment of issued subordinated convertible bond loan
Item 5: Election of Kate Henriksen as a new member of the election committee

* * *

_________________________________ _______________________________________

Place and date signature (repeat in block letters)

If the authorization is given in accordance with an authorization to sign on behalf of the principal, the Certificate of Registration must be enclosed