Acceptance Form – offer to purchase shares
To be used when accepting the offer from Treasure ASA (the "Company") to purchase up to 4,500,000 own shares (the "Offer")
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Return to either of Email: [email protected], [email protected] [email protected] |
| TO BE FILLED IN BY THE SHAREHOLDER: |
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[email protected] |
| The Company's shareholder register on 14 February 2023 shows |
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Total shares held: |
| I hereby accept the Offer for __ shares that I hold in the Company at the fixed offer price of NOK 18.50 per share |
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| VPS account: |
Rights holder registered) (Yes/No): ) Please refer to item 5 below. |
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ACCEPTANCE DEADLINE:
The acceptance form must be completed and received by DNB Markets, part of DNB Bank ASA, Nordea Bank Abp, Filial i Norge, Pareto Securities AS or Skandinaviska Enskilda Banken AB (publ) Oslo Branch (jointly, the "Managers", separately a "Manager") by 16:30 (CET) on 17 February 2023.
To the Company:
- I hereby accept the Offer to purchase my shares in the Company as specified in the table above and in accordance with the terms and conditions set out in the Company's press release dated 14 February 2023.
I am aware of and accept that if the total number of shares tendered under the Offer exceeds 4,500,000 shares (or such reduced number of shares the Company wishes to buy back in the Offer), the number of shares to be acquired from each tendering shareholder, including my acceptance as specified in the table above, will be subject to a pro rata reduction, except for applications for up to 1,000 shares which will not be subject to such reduction, to achieve such total number of shares. 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.
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- 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 the Managers an irrevocable one-time authorisation to block the shares that are covered by the acceptance for the benefit of the Managers on behalf of the Company.
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- The Managers are granted 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.
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- 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 a Manager to perform the currency exchange and such Manager'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.
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- My shares in the Company 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.
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- The Company will pay my directly related transaction costs in VPS in connection with my acceptance(s). In addition a 0.15% commission will be payable to the Managers by me as a selling shareholder.
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- The Offer cannot be accepted by shareholders resident or otherwise located in jurisdictions in which the Offer would be unlawful or require registration or other measures, including but not limited to the United States, Canada, Australia or Japan and, to the extent any acceptance forms are received from shareholders resident or otherwise located in such restricted jurisdictions, reflect an address in any restricted jurisdiction, or designate a bank in any restricted jurisdiction to receive the tender consideration, they will be disregarded. I confirm that I am not resident or otherwise located in any restricted jurisdiction and my acceptance is not otherwise restricted under the laws of the jurisdictions applicable to me.
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- I understand that the Managers will treat the acceptance as an execution only instruction and hence the Managers will not determine whether my acceptance of the Offer is suitable or not for me as otherwise provided for in the Norwegian Securities Trading Act.
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- 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 transfer of the shares covered by this acceptance form to the Company free of any encumbrances of any kind.