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As filed with the U.S. Securities and Exchange
Commission on June 17, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933
For Depositary Shares Evidenced by American Depositary
Receipts
___________________
DNB Bank ASA
(Exact title of issuer of deposited securities as
laid out in its constitution)
n/a
(Translation of issuer’s title into English)
Norway
(Jurisdiction of incorporation or group of
issuer)
JPMORGAN CHASE BANK, N.A.
(Exact title of depositary as
laid out in its constitution)
383 Madison Avenue, Floor 11,
New York, New York
10179
Telephone (800) 990-1135
(Address, together with zip code, and phone quantity,
together with space code, of depositary’s principal government places of work)
____________________
DNB Bank ASA, New York Branch
30 Hudson Yards
New York, NY 10001, USA
(212) 681-3800
(Address, together with zip code, and phone quantity,
together with space code, of agent for service)
Copies to:
|
JPMorgan Chase Bank, N.A. New York, NY 10179 Telephone: +1-800-990-1135
|
Scott R. Saks, Esq. Troutman Pepper Hamilton Sanders LLP 875 Third Avenue New York, NY 10022 Telephone: +1-212-808-2734 |
It is proposed that this submitting develop into efficient underneath
Rule 466
☐ instantly
upon submitting
☐ on
(Date) at (Time)
If a separate registration assertion has been filed
to register the deposited shares, test the next field. ☐
CALCULATION OF REGISTRATION FEE
|
Title of every class of Securities to be registered |
Amount to be registered |
Proposed most mixture worth per unit (1) |
Proposed most mixture providing worth (2) |
Amount of registration price |
| American Depositary Shares evidenced by American Depositary Receipts, every American Depositary Share representing one (1) odd share of DNB Bank ASA |
50,000,000 American Depositary Shares |
$0.05 | $2,500,000 | $272.75 |
| (1) | Each unit represents one American Depositary Share. |
| (2) | Estimated solely for the aim of calculating the registration price. Pursuant to Rule 457(okay), such estimate is computed on the premise of the utmost mixture charges or prices to be imposed in reference to the issuance of American Depositary Receipts evidencing American Depositary Shares. |
The Registrant hereby amends this Registration
Statement on such date or dates as could also be essential to delay its efficient date till the Registrant shall file an extra modification which
particularly states that this Registration Statement shall thereafter develop into efficient in accordance with Section 8(a) of the Securities
Act of 1933 or till the Registration Statement shall develop into efficient on such date because the Commission, appearing pursuant to stated Section 8(a),
might decide.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists
of the proposed type of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit
A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6, which is included herein by reference.
Item 1. DESCRIPTION OF SECURITIES
TO BE REGISTERED
CROSS REFERENCE SHEET
|
Item Number and Caption |
Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
|
| (1) Name and deal with of Depositary |
Introductory paragraph and backside of face of American Depositary Receipt |
|
| (2) Title of American Depositary Receipts and id of deposited securities |
Face of American Depositary Receipt, high heart |
|
| Terms of Deposit: | ||
| (i) Amount of deposited securities represented by one unit of American Depositary Shares |
Face of American Depositary Receipt, higher proper nook |
|
| (ii) Procedure for voting, if any, the deposited securities |
Paragraphs (6), (11) and (12) | |
| (iii) Collection and distribution of dividends |
Paragraphs (4), (5), (7) and (10) |
|
| (iv) Transmission of notices, reviews and proxy soliciting materials |
Paragraphs (3), (8), (11) and (12) |
|
| (v) Sale or train of rights |
Paragraphs (4), (5) and (10) | |
| (vi) Deposit or sale of securities ensuing from dividends, splits or plans of reorganization |
Paragraphs (3), (4), (5), (10) and (13) |
|
| (vii) Amendment, extension or termination of the Deposit Agreement |
Paragraphs (16) and (17) | |
| (viii) Rights of holders of ADRs to examine the switch books of the Depositary and the checklist of Holders of ADRs |
Paragraph (3) | |
| (ix) Restrictions upon the proper to deposit or withdraw the underlying securities |
Paragraphs (1), (2), (4), (5) and (6) |
|
| (x) Limitation upon the legal responsibility of the Depositary |
Paragraph (14) | |
| (3) Fees and Charges | Paragraph (7) |
Item 2. AVAILABLE INFORMATION
|
Item Number and Caption |
Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
|
| (a) Statement that DNB Bank ASA publishes info in English required to take care of the exemption from registration underneath Rule 12g3-2(b) underneath the Securities Exchange Act of 1934, as amended, on its Internet Web web site (https://www.dnb.no) or via an digital info supply system typically accessible to the general public in its major buying and selling market. |
Paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a) | Form of Deposit Agreement. Form of Deposit Agreement amongst DNB Bank ASA, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders and helpful homeowners from time to time of American Depositary Receipts (“ADRs”) issued thereunder (the “Deposit Agreement”), together with the Form of American Depositary Receipt hooked up as Exhibit A thereto. Filed herewith as Exhibit (a). |
| (b) | Any different settlement to which the Depositary is a celebration regarding the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable. |
| (c) | Every materials contract regarding the deposited securities between the Depositary and the issuer of the deposited securities in impact at any time inside the final three years. Not Applicable. |
| (d) | Opinion of Troutman Pepper Hamilton Sanders LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d). |
| (e) | Certification underneath Rule 466. Not relevant. |
| (f) | Powers of Attorney for sure officers and administrators and the approved consultant of the Company. Set forth on the signature pages hereto. |
Item 4. UNDERTAKINGS
| (a) | The Depositary hereby undertakes to make accessible on the principal workplace of the Depositary within the United States, for inspection by holders of the American Depositary Receipts, any reviews and communications acquired from the issuer of the deposited securities that are each (1) acquired by the Depositary because the holder of the deposited securities, and (2) made typically accessible to the holders of the underlying securities by the issuer. |
| (b) | If the quantities of charges charged are usually not disclosed within the prospectus, the Depositary undertakes to organize a separate doc stating the quantity of any price charged and describing the service for which it’s charged and to ship promptly a duplicate of such price schedule with out cost to anybody upon request. The Depositary undertakes to inform every registered holder of an American Depositary Receipt thirty days earlier than any change within the price schedule. |
SIGNATURE
Pursuant to the necessities
of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the authorized entity created by the Deposit Agreement,
amongst DNB Bank ASA, JPMorgan Chase Bank, N.A., as depositary, and all holders and helpful homeowners of American Depositary Receipts issued
thereunder, certifies that it has affordable grounds to consider that each one the necessities for submitting on Form F-6 are met and has
duly brought on this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly approved, in The
City of New York, State of New York, on June 17, 2021.
Legal entity created by the shape
of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
| By: | JPMORGAN CHASE BANK, N.A., as Depositary |
By:
/s/ Timothy
E. Green
Name: Timothy
E. Green
Title: Vice President
SIGNATURES
Pursuant to the necessities
of the Securities Act of 1933, as amended, DNB Bank ASA certifies that it has affordable grounds to consider that each one the necessities
for submitting on Form F-6 are met and has duly brought on this Registration Statement on Form F-6 to be signed on its behalf by the undersigned,
thereunto duly approved, in Oslo, Norway, on June 17, 2021.
DNB Bank ASA
By:
/s/ Ottar Ertzeid .
Name: Ottar Ertzeid
Title: Chief
Financial Officer
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that every
particular person whose signature seems under constitutes and appoints Ottar Ertzeid_and/or Rune Helland, and every of them, his or her true and
lawful attorneys-in-fact and brokers, every with full energy of substitution and resubstitution, for her or him and in his or her title,
place and stead, in any and all capacities, to signal all or any amendments (together with post-effective amendments) to this Registration
Statement and any and all associated registration statements pursuant to Rule 462(b) of the Securities Act, and to file the identical, with all
reveals thereto, and different paperwork in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming
all that stated attorneys-in-fact and brokers, or any of them, or their substitute or substitutes, might lawfully do or trigger to be achieved by
advantage hereof.
Under the necessities of the Securities Act of 1933,
as amended, this Registration Statement on Form F-6 has been signed by the next individuals on June 17, 2021, within the capacities indicated.
SIGNATURES
|
Signature
|
Title
|
||
|
/s/ Olaug Johanne Svarva Olaug Johanne Svarva |
|
Chairman of the Board of Directors |
|
|
/s/ Kim Wahl Kim Wahl |
Board member |
||
|
/s/ Kjerstin R. Braathen Kjerstin R. Braathen |
Chief Executive Officer |
||
|
/s/ Ottar Ertzeid Ottar Ertzeid |
Chief Financial Officer |
||
|
Julie Birgitte Galbo |
Board member |
||
|
/s/ Eli Solhaug Eli Solhaug |
|
Board member |
|
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF
THE REGISTRANT
Under the Securities Act of 1933, as amended, the
undersigned, the duly approved consultant within the United States of DNB Bank ASA has signed this Registration Statement on Form F-6
in New York, USA on June 17, 2021.
Authorized U.S. Representative
DNB Bank ASA, New York Branch
By:
/s/ Mats Wermelin
Name: Mats Wermelin
Title: Head of worldwide workplace
INDEX TO EXHIBITS
| Exhibit Number | |
| (a) | Form of Deposit Agreement amongst DNB Bank ASA, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders and helpful homeowners from time to time of American Depositary Receipts (“ADRs”) issued thereunder, together with the Form of American Depositary Receipt hooked up as Exhibit A thereto. |
| (d) | Opinion of Troutman Pepper Hamilton Sanders LLP, counsel to the Depositary, as to the legality of the securities being be registered. |
JP Morgan Chase Bank, N.A. – ADR Depository F-6
Exhibit 99.(a)
TABLE OF CONTENTS
Page
| PARTIES | 1 | |
| RECITALS | 1 | |
| Section 1. | Certain Definitions | |
| (a) | ADR Register | 2 |
| (b) | ADRs; Direct Registration ADRs | 2 |
| (c) | ADS | 2 |
| (d) | Beneficial Owner | 2 |
| (e) | Custodian | 2 |
| (f) | Deliver, execute, concern et al. | 2 |
| (g) | Delivery Order | 3 |
| (h) | Deposited Securities | 3 |
| (i) | Direct Registration System | 3 |
| (j) | Holder | 3 |
| (okay) | Securities Act of 1933 | 3 |
| (l) | Securities Exchange Act of 1934 | 3 |
| (m) | Shares | 3 |
| (n) | Transfer Office | 3 |
| (o) | VPS | 3 |
| (p) | Withdrawal Order | 3 |
| Section 2. | Form of ADRs | 4 |
| Section 3. | Deposit of Shares | 4 |
| Section 4. | Issue of ADRs | 5 |
| Section 5. | Distributions on Deposited Securities | 6 |
| Section 6. | Withdrawal of Deposited Securities | 6 |
| Section 7. | Substitution of ADRs | 6 |
| Section 8. | Cancellation and Destruction of ADRs; Maintenance of Records | 6 |
| Section 9. | The Custodian | 7 |
| Section 10. | Lists of Holders | 7 |
| Section 11. | Depositary’s Agents | 7 |
| Section 12. | Resignation and Removal of the Depositary; Appointment of Successor Depositary |
8 |
| Section 13. | Reports | 8 |
| Section 14. | Additional Shares | 9 |
| Section 15. | Indemnification | 9 |
| Section 16. | Notices | 10 |
| Section 17. | Counterparts | 11 |
| Section 18. | No Third Party Beneficiaries; Holders and Beneficial Owners as Parties; Binding Effect |
11 |
| Section 19. | Severability | 11 |
| Section 20. | Governing Law; Consent to Jurisdiction | 11 |
| Section 21. | Agent for Service | 12 |
| Section 22. | Waiver of Immunities | 13 |
| Section 23. | Waiver of Jury Trial | 13 |
| TESTIMONIUM | 15 | |
| SIGNATURES | 15 |
Page
EXHIBIT A
| FORM OF FACE OF ADR | A-1 | |
| Introductory Paragraph | A-1 | |
| (1) | Issuance of ADSs | A-2 |
| (2) | Withdrawal of Deposited Securities | A-3 |
| (3) | Transfers, Split-Ups and Combinations of ADRs | A-3 |
| (4) | Certain Limitations to Registration, Transfer and so forth. | A-4 |
| (5) | Liability for Taxes, Duties and Other Charges | A-5 |
| (6) | Disclosure of Interests | A-6 |
| (7) | Charges of Depositary | A-6 |
| (8) | Available Information | A-9 |
| (9) | Execution | A-9 |
| Signature of Depositary | A-10 | |
| Address of Depositary’s Office | A-10 | |
| FORM OF REVERSE OF ADR | A-11 | |
| (10) | Distributions on Deposited Securities | A-11 |
| (11) | Record Dates | A-12 |
| (12) | Voting of Deposited Securities | A-12 |
| (13) | Changes Affecting Deposited Securities | A-13 |
| (14) | Exoneration | A-14 |
| (15) | Resignation and Removal of Depositary; the Custodian | A-18 |
| (16) | Amendment | A-18 |
| (17) | Termination | A-19 |
| (18) | Appointment; Acknowledgements and Agreements | A-20 |
| (19) | Waiver | A-21 |
| (20) | Elective Distributions in Cash or Shares | A-21 |
DEPOSIT AGREEMENT, dated as of ________________, 2021
(the “Deposit Agreement“), amongst DNB BANK ASA and its successors (the “Company“), JPMORGAN CHASE BANK,
N.A., as depositary hereunder (the “Depositary“), and all Holders (outlined under) and Beneficial Owners (outlined under)
sometimes of American Depositary Receipts issued hereunder (“ADRs“) evidencing American Depositary Shares (“ADSs“)
representing deposited Shares (outlined under). The Company hereby appoints the Depositary as depositary for the Deposited Securities
(outlined under) and hereby authorizes and directs the Depositary to behave in accordance with the phrases set forth on this Deposit Agreement.
All capitalized phrases used herein have the meanings ascribed to them in Section 1 or elsewhere on this Deposit Agreement. The events
hereto agree as follows:
1. Certain Definitions.
(a) “ADR
Register” is outlined in paragraph (3) of the type of ADR (Transfers, Split-Ups and Combinations of ADRs).
(b) “ADRs”
imply the American Depositary Receipts executed and delivered hereunder. ADRs could also be both in bodily certificated type or Direct Registration
ADRs (as hereinafter outlined). ADRs in bodily certificated type, and the phrases and situations governing the Direct Registration ADRs,
shall be considerably within the type of Exhibit A annexed hereto (as the identical could also be amended sometimes, the “type of ADR“).
The time period “Direct Registration ADR” means an ADR, the possession of which is recorded on the Direct Registration System.
References to “ADRs” shall embody certificated ADRs and Direct Registration ADRs, except the context in any other case requires.
The type of ADR is hereby included herein and made an element hereof; the provisions of the type of ADR shall be binding upon the events
hereto.
(c) Subject
to paragraph (13) of the type of ADR, (Changes Affecting Deposited Securities) every “ADS” evidenced by an ADR
represents the fitting to obtain, and to train the helpful possession pursuits in, the quantity or proportion of Shares specified
within the type of ADR hooked up hereto as Exhibit A (as amended sometimes) which might be on deposit with the Depositary and/or the Custodian
and a professional rata share in some other Deposited Securities, topic, in every case, to the phrases of this Deposit Agreement and the ADSs. The
ADS(s)-to-Share(s) ratio is topic to modification as offered within the type of ADR (which can give rise to charges contemplated in paragraph
(7) thereof (Charges of Depositary)).
(d) “Beneficial
Owner” means as to any ADS, any particular person or entity having a helpful possession curiosity in such ADS. A Beneficial Owner want
not be the Holder of the ADR evidencing such ADS. If a Beneficial Owner of ADSs will not be a Holder, it should depend on the Holder of the ADR(s)
evidencing such ADSs with the intention to assert any rights or obtain any advantages underneath this Deposit Agreement. The preparations between a Beneficial
Owner of ADSs and the Holder of the corresponding ADRs might have an effect on the Beneficial Owner’s means to train any rights it could
have.
(e) “Custodian”
means the agent or brokers of the Depositary (singly or collectively, because the context requires) and any extra or substitute Custodian
appointed pursuant to Section 9.
(f) The phrases
“ship“, “execute“, “concern“, “register“, “give up“,
“switch” or “cancel“, when used with respect (a) to Direct Registration ADRs, shall seek advice from an entry
or entries or an digital switch or transfers within the Direct Registration System, (b) to ADRs in bodily certificated type, shall
seek advice from the bodily supply, execution, issuance, registration, give up, switch or cancellation of certificates representing the
ADRs and (c) of Shares and different Deposited Securities (as hereinafter outlined), both (i) the bodily supply of the certificates(s),
if any, representing such securities, or (ii) the book-entry switch and recordation of such securities on the books of the Share registrar,
if any, or within the VPS..
(g) “Delivery
Order” is outlined in Section 3.
(h) “Deposited
Securities” as of any time means all Shares at such time deposited underneath this Deposit Agreement and any and all different Shares,
securities, property and money at such time held by the Depositary or the Custodian in respect or in lieu of such deposited Shares and
different Shares, securities, property and money. Deposited Securities are usually not supposed to, and shall not, represent proprietary property of
the Depositary, the Custodian or their nominees. Beneficial possession in Deposited Securities is meant to be, and shall always
in the course of the time period of the Deposit Agreement proceed to be, vested within the Beneficial Owners of the ADSs representing such Deposited Securities.
(i) “Direct
Registration System” means the system for the uncertificated registration of possession of securities established by The Depository
Trust Company (“DTC“) and utilized by the Depositary pursuant to which the Depositary might report the possession of ADRs
with out the issuance of a certificates, which possession shall be evidenced by periodic statements issued by the Depositary to the Holders
entitled thereto. For functions hereof, the Direct Registration System shall embody entry to the Profile Modification System maintained
by DTC which gives for automated switch of possession between DTC and the Depositary.
(j) “Holder”
means the particular person or individuals in whose title an ADR is registered on the ADR Register. For all functions underneath the Deposit Agreement and
the ADRs, a Holder shall be deemed to have all requisite authority to behave on behalf of any and all Beneficial Owners of the ADSs evidenced
by the ADR(s) registered in such Holder’s title.
(okay) “Securities
Act of 1933” means the United States Securities Act of 1933, as sometimes amended.
(l) “Securities
Exchange Act of 1934” means the United States Securities Exchange Act of 1934, as sometimes amended.
(m) “Shares”
imply the odd shares of the Company, and shall embody the rights to obtain Shares laid out in paragraph (1) of the type of ADR
(Issuance of ADSs).
(n) “Transfer
Office” is outlined in paragraph (3) of the type of ADR (Transfers, Split-Ups and Combinations of ADRs).
(o) “VPS”
is the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen or VPS), which is a computerized securities registry system in
which the possession of, and all transaction associated to Norwegian publicly traded securities are recorded.
(p) “Withdrawal
Order” is outlined in Section 6.
2. Form of ADRs.
(a) Direct
Registration ADRs. Notwithstanding something on this Deposit Agreement or within the type of ADR on the contrary, ADSs shall be evidenced
by Direct Registration ADRs, except certificated ADRs are particularly requested by the Holder.
(b) Certificated
ADRs. ADRs in certificated type shall be printed or in any other case reproduced on the discretion of the Depositary in accordance with its
customary practices in its American depositary receipt enterprise, or on the request of the Company typewritten and photocopied on plain
or security paper, and shall be considerably within the type set forth within the type of ADR, with such adjustments as could also be required by the Depositary
or the Company to adjust to their obligations hereunder, any relevant legislation, regulation or utilization or to point any particular limitations
or restrictions to which any specific ADRs are topic. ADRs could also be issued in denominations of any variety of ADSs. ADRs in certificated
type shall be executed by the Depositary by the handbook or facsimile signature of a duly approved officer of the Depositary. ADRs in
certificated type bearing the facsimile signature of anybody who was on the time of execution a duly approved officer of the Depositary
shall bind the Depositary, however that such officer has ceased to carry such workplace previous to the supply of such ADRs.
(c) Binding
Effect. Holders of ADRs, and the Beneficial Owners of the ADSs evidenced by such ADRs, shall every be certain by the phrases and situations
of this Deposit Agreement and of the type of ADR, no matter whether or not such ADRs are Direct Registration ADRs or certificated ADRs.
3. Deposit of Shares.
(a) Requirements.
In reference to the deposit of Shares hereunder, the Depositary or the Custodian might require the next in a type passable
to it:
(i) a
written order directing the Depositary to concern to, or upon the written order of, the particular person or individuals designated in such order a Direct
Registration ADR or ADRs evidencing the variety of ADSs representing such deposited Shares (a “Delivery Order“);
(ii) correct
endorsements or duly executed devices of switch in respect of such deposited Shares;
(iii) devices
assigning to the Depositary, the Custodian or a nominee of both any distribution on or in respect of such deposited Shares or indemnity
therefor; and
(iv) proxies
entitling the Custodian to vote such deposited Shares.
(b) Registration
of Deposited Securities. As quickly as practicable after the Custodian receives Deposited Securities pursuant to any such deposit or
pursuant to paragraph (10) (Distributions on Deposited Securities) or (13) (Changes Affecting Deposited Securities) of
the type of ADR, the Custodian shall current such Deposited Securities for registration of switch into the title of the Depositary,
the Custodian or a nominee of both, in every case for the good thing about Holders, to the extent such registration is practicable, on the
value and expense of the particular person making such deposit (or for whose profit such deposit is made) and shall get hold of proof passable
to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order of the Depositary for
the good thing about Holders of ADRs (to the extent not prohibited by legislation) at such place or locations and in such method because the Depositary shall
decide. Notwithstanding the rest contained herein, within the type of ADR and/or any excellent ADSs, the Depositary, the Custodian
and their respective nominees are supposed to be, and shall always in the course of the time period of the Deposit Agreement be, the report holder(s)
solely of the Deposited Securities represented by the ADSs for the good thing about the Holders. The Depositary, by itself behalf and on behalf
of the Custodian and their respective nominees, disclaims any helpful possession curiosity within the Deposited Securities held on behalf
of the Holders.
(c) Delivery
of Deposited Securities. Deposited Securities could also be delivered by the Custodian to any particular person solely underneath the circumstances expressly
contemplated on this Deposit Agreement. To the extent that the provisions of or governing the Shares make supply of certificates therefor
impracticable, Shares could also be deposited hereunder by such supply thereof because the Depositary or the Custodian might fairly settle for, together with,
with out limitation, by inflicting them to be credited to an account maintained by the Custodian for such function with the Company or an
accredited
middleman, akin to a financial institution, appearing as a registrar for the Shares or
the VPS, along with supply of the paperwork, funds and Delivery Order referred to herein to the Custodian or the Depositary.
4. Issue of ADRs. After any such deposit of Shares,
the Custodian shall notify the Depositary of such deposit and of the knowledge contained in any associated Delivery Order by letter, first
class airmail postage pay as you go, or, on the request, threat and expense of the particular person making the deposit, by SWIFT, cable, telex or facsimile
transmission. After receiving such discover from the Custodian, the Depositary, topic to this Deposit Agreement, shall correctly concern
on the Transfer Office, to or upon the order of any particular person named in such discover, an ADR or ADRs registered as requested and evidencing
the combination ADSs to which such particular person is entitled.
5. Distributions on Deposited Securities. To the
extent that the Depositary determines in its discretion that any distribution pursuant to paragraph (10) of the type of ADR (Distributions
on Deposited Securities) will not be practicable with respect to any Holder, the Depositary might make such distribution because it so deems
practicable, together with the distribution of overseas forex, securities or property (or applicable paperwork evidencing the fitting to
obtain overseas forex, securities or property) or the retention thereof as Deposited Securities with respect to such Holder’s ADRs
(with out legal responsibility for curiosity thereon or the funding thereof).
6. Withdrawal of Deposited Securities. In connection
with any give up of an ADR for withdrawal of the Deposited Securities represented by the ADSs evidenced thereby, the Depositary might
require correct endorsement in clean of such ADR (or duly executed devices of switch thereof in clean) and the Holder’s written
order directing the Depositary to trigger the Deposited Securities represented by the ADSs evidenced by such ADR to be withdrawn and delivered
to, or upon the written order of, any particular person designated in such order (a “Withdrawal Order“). Directions from the Depositary
to the Custodian to ship Deposited Securities shall be given by letter, top notch airmail postage pay as you go, or, on the request, threat
and expense of the Holder, by SWIFT, cable, telex or facsimile transmission. Delivery of Deposited Securities could also be made by the supply
of certificates (which, if required by legislation shall be correctly endorsed or accompanied by correctly executed devices of switch or,
if such certificates could also be registered, registered within the title of such Holder or as ordered by such Holder in any Withdrawal Order) or
by such different means because the Depositary might deem practicable, together with, with out limitation, by switch of report possession thereof to
an account designated within the Withdrawal Order maintained both by the Company or an accredited middleman, akin to a financial institution, appearing
as a registrar for the Deposited Securities.
7. Substitution of ADRs. The Depositary shall
execute and ship a brand new Direct Registration ADR in alternate and substitution for any mutilated certificated ADR upon cancellation thereof
or in lieu of and in substitution for such destroyed, misplaced or stolen certificated ADR, except the Depositary has discover that such ADR
has been
acquired by a bona fide purchaser, upon the Holder thereof submitting with
the Depositary a request for such execution and supply and a enough indemnity bond and satisfying some other affordable necessities
imposed by the Depositary.
8. Cancellation and Destruction of ADRs; Maintenance
of Records. All ADRs surrendered to the Depositary shall be cancelled by the Depositary. The Depositary is allowed to destroy
ADRs in certificated type so cancelled in accordance with its customary practices. The Depositary, nevertheless, shall keep or trigger its
brokers to take care of data of all ADRs surrendered and Deposited Securities withdrawn underneath Section 6 hereof and paragraph (2) of the
type of ADR, substitute ADRs delivered underneath Section 7 hereof, and canceled or destroyed ADRs underneath this Section 8, in line with the
procedures ordinarily adopted by inventory switch brokers situated within the United States or as required by the legal guidelines or laws governing
the Depositary.
9. The Custodian.
(a) Rights
of the Depositary. Any Custodian in appearing hereunder shall be topic to the instructions of the Depositary and shall be accountable
solely to it. The Depositary reserves the fitting so as to add, substitute or take away a Custodian. The Depositary will give immediate discover of any
such motion, which can be advance discover if practicable. The Depositary might discharge any Custodian at any time upon discover to the Custodian
being discharged.
(b) Rights
of the Custodian. Any Custodian might resign from its duties hereunder by offering a minimum of 30 days’ prior written discover to the Depositary.
Any Custodian ceasing to behave hereunder as Custodian shall ship, upon the instruction of the Depositary, all Deposited Securities held
by it to a Custodian persevering with to behave. Notwithstanding something on the contrary contained on this Deposit Agreement (together with the ADRs)
and, topic to the additional limitations set forth in subparagraph (q) of paragraph (14) of the type of ADR (Exoneration), the
Depositary shall not be liable for, and shall incur no legal responsibility in reference to or arising from, any act or omission to behave
on the a part of the Custodian besides to the extent that any Holder has incurred legal responsibility straight on account of the Custodian having
(i) dedicated fraud or willful misconduct within the provision of custodial providers to the Depositary or (ii) failed to make use of affordable care
within the provision of custodial providers to the Depositary as decided in accordance with the requirements prevailing within the jurisdiction
by which the Custodian is situated.
10. Lists of Holders. The Company shall have the
proper to examine switch data of the Depositary and its brokers and the ADR Register, take copies thereof and require the Depositary
and its brokers to provide copies of such parts of such data because the Company might request. The Depositary or its agent shall furnish
to the Company promptly upon the written request of the Company, an inventory of the names, addresses and holdings of ADSs by all Holders as
of a date inside seven days of the Depositary’s receipt of such request.
11. Depositary’s Agents. The Depositary might carry out
its obligations underneath this Deposit Agreement via any agent appointed by it, offered that the Depositary shall notify the Company
of such appointment and shall stay liable for the efficiency of such obligations as if no agent had been appointed, topic to paragraph
(14) of the type of ADR (Exoneration).
12. Resignation and Removal of the Depositary; Appointment
of Successor Depositary.
(a) Resignation
of the Depositary. The Depositary might at any time resign as Depositary hereunder by written discover of its election to take action delivered
to the Company, such resignation to take impact upon the appointment of a successor depositary and its acceptance of such appointment
as hereinafter offered.
(b) Removal
of the Depositary. The Depositary might at any time be eliminated by the Company by offering at least 60 days’ prior written discover
of such elimination to the Depositary, such elimination to take impact the later of (i) the 60th day after such discover of elimination
is first offered and (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter offered.
Notwithstanding the foregoing, if upon the resignation or elimination of the Depositary a successor depositary will not be appointed inside the
relevant 60-day interval as laid out in paragraph (17) of the type of ADR (Termination), then the Depositary might elect to terminate
this Deposit Agreement and the ADR and the provisions of stated paragraph (17) shall thereafter govern the Depositary’s obligations hereunder.
(c) Appointment
of Successor Depositary. In case at any time the Depositary appearing hereunder shall resign or be eliminated, the Company shall use its
finest efforts to nominate a successor depositary, which shall be a financial institution or belief firm having an workplace within the Borough of Manhattan,
The City of New York. Every successor depositary shall execute and ship to its predecessor and to the Company an instrument in writing
accepting its appointment hereunder, and thereupon such successor depositary, with none additional act or deed, shall develop into absolutely vested
with all of the rights, powers, duties and obligations of its predecessor. The predecessor depositary, solely upon cost of all sums due
to it and on the written request of the Company, shall (i) execute and ship an instrument transferring to such successor all rights
and powers of such predecessor hereunder (apart from its rights to indemnification and costs owing, every of which shall survive any such
elimination and/or resignation), (ii) duly assign, switch and ship all proper, title and curiosity to the Deposited Securities to
such successor, and (iii) ship to such successor an inventory of the Holders of all excellent ADRs. Any such successor depositary shall
promptly mail discover of its appointment to such Holders. Any financial institution or belief firm into or with which the Depositary could also be merged or
consolidated, or to which the Depositary shall switch considerably all its American depositary receipt enterprise, shall be the successor
of the Depositary with out the execution or submitting of any doc or any additional act.
13. Reports. On or earlier than the primary date on which
the Company makes any communication accessible to holders of Deposited Securities or any securities regulatory authority or inventory alternate,
by publication or in any other case, the Company shall transmit to the Depositary a duplicate thereof in English or with an English translation or
abstract. The Company has delivered to the Depositary, the Custodian and any Transfer Office, a duplicate of all provisions of or governing
the Shares and some other Deposited Securities issued by the Company or any affiliate of the Company and, promptly upon any change thereto,
the Company shall ship to the Depositary, the Custodian and any Transfer Office, a duplicate (in English or with an English translation)
of such provisions as so modified. The Depositary and its brokers might depend on the Company’s supply of all such communications, info
and provisions for all functions of this Deposit Agreement and the Depositary shall don’t have any legal responsibility for the accuracy or completeness
of any thereof.
14. Additional Shares. The Company agrees with
the Depositary that neither the Company nor any firm controlling, managed by or underneath frequent management with the Company shall (a)
concern (i) extra Shares, (ii) rights to subscribe for Shares, (iii) securities convertible into or exchangeable for Shares or (iv)
rights to subscribe for any such securities or (b) deposit any Shares underneath this Deposit Agreement, besides, in every case, underneath circumstances
complying in all respects with the Securities Act of 1933. At the affordable request of the Depositary the place it deems mandatory, the
Company will furnish the Depositary with authorized opinions, in varieties and from counsels fairly acceptable to the Depositary, dealing
with such points requested by the Depositary. The Depositary won’t knowingly settle for for deposit hereunder any Shares required to be
registered underneath the Securities Act of 1933 except a registration assertion is in impact and can use affordable efforts to adjust to
written directions of the Company to not settle for for deposit hereunder any Shares recognized in such directions at such occasions and
underneath such circumstances as might fairly be laid out in such directions with the intention to facilitate the Company’s compliance with the
legal guidelines, guidelines and laws of the United States, together with, however not restricted to, the Securities Act of 1933 and the principles and laws
promulgated thereunder.
15. Indemnification.
(a) Indemnification
by the Company. The Company shall indemnify, defend and save innocent every of the Depositary, the Custodian and their respective
administrators, officers, staff, brokers and associates towards any loss, legal responsibility or expense (together with affordable charges and bills
of counsel) which can come up out of acts carried out or omitted, in reference to the provisions of this Deposit Agreement and of the
ADRs, as the identical could also be amended, modified or supplemented sometimes in accordance herewith (i) by both the Depositary or a
Custodian or their respective administrators, officers, staff, brokers and associates, aside from any legal responsibility or expense straight arising
out of the negligence, or willful misconduct of
the Depositary or its administrators, officers or associates appearing of their
capacities as such hereunder, or (ii) by the Company or any of its administrators, officers, staff, brokers and associates.
The indemnities set forth within the previous paragraph
shall additionally apply to any legal responsibility or expense which can come up out of any misstatement or alleged misstatement or omission or alleged omission
in any registration assertion, proxy assertion, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement
memorandum) regarding the supply, issuance, withdrawal or sale of ADSs or the deposit of Shares in connection therewith, besides to the
extent any such legal responsibility or expense arises out of (i) info regarding the Depositary or its brokers (apart from the Company),
as relevant, furnished in writing by the Depositary expressly to be used in any of the foregoing paperwork and never modified or altered
by the Company or some other particular person (apart from the Depositary) or (ii) if such info is offered, the failure to state a fabric
reality therein essential to make the knowledge offered, in mild of the circumstance underneath which offered, not deceptive.
(b) Indemnification
by the Depositary. Subject to the constraints offered for in Section 15(c) under, the Depositary shall indemnify, defend and save
innocent the Company towards any direct loss, legal responsibility or expense (together with affordable charges and bills of counsel) incurred by the
Company in respect of this Deposit Agreement to the extent such loss, legal responsibility or expense is as a result of negligence or willful misconduct
of the Depositary.
(c) Damages
or Lost Profits. Notwithstanding some other provision of this Deposit Agreement or the ADRs on the contrary, neither the Company nor
the Depositary nor any of their brokers shall be liable to the opposite for any oblique, particular, punitive or consequential damages (excluding
affordable charges and bills of counsel) or misplaced earnings (collectively, “Special Damages”), of any type incurred by any of
them or some other particular person or entity, whether or not or not foreseeable and no matter the kind of motion by which such a declare could also be introduced,
offered, nevertheless, that to the extent Special Damages come up from or out of a declare introduced by a 3rd get together, Holder or Beneficial Owner,
towards the Depositary or any of its brokers appearing underneath the Deposit Agreement, the Depositary and its brokers shall be entitled to full
indemnification from the Company for all such Special Damages, except such Special Damages are discovered to have been a direct results of
the gross negligence or willful misconduct of the Depositary.
(d) Survival.
The obligations set forth on this Section 15 shall survive the termination of this Deposit Agreement and the succession or substitution
of any indemnified particular person.
16. Notices.
(a) Notice
to Holders. Notice to any Holder shall be deemed given when first mailed, top notch postage pay as you go, to the deal with of such Holder
on the ADR Register or acquired by such Holder. Failure to inform a Holder or any defect within the notification to a Holder shall not have an effect on
the sufficiency of notification to different Holders or to the Beneficial Owners of ADSs evidenced by ADRs held by such different Holders. The
Depositary’s solely notification obligations underneath this Deposit Agreement and the ADRs shall be to Holders. Notice to a Holder shall be
deemed, for all functions of the Deposit Agreement and the ADRs, to represent discover to any and all Beneficial Owners of the ADSs evidenced
by such Holder’s ADRs.
(b) Notice
to the Depositary or the Company. Notice to the Depositary or the Company shall be deemed given when first acquired by it on the
deal with or facsimile transmission quantity set forth in (i) or (ii), respectively, or at such different deal with or facsimile transmission quantity
as both might specify to the opposite by written discover:
| (i) | JPMorgan Chase Bank, N.A. |
383 Madison Avenue, Floor 11
New York, New York, 10179
Attention: Depositary Receipts Group
Fax: (302) 220-4591
Postboks 1600 Sentrum
0021 Oslo
Norway
Attention: Rune Helland
E-mail: [email protected]
17. Counterparts. This Deposit Agreement could also be
executed in any variety of counterparts, every of which shall be deemed an unique and all of which shall represent one instrument. Delivery
of an executed signature web page of this Deposit Agreement by facsimile or different digital transmission (together with “.pdf”,
“.tif” or comparable format) shall be efficient as supply of a manually executed counterpart hereof.
18. No Third-Party Beneficiaries; Holders and Beneficial
Owners as Parties; Binding Effect. This Deposit Agreement is for the unique advantage of the Company, the Depositary, the Holders,
and every and any of their respective successors hereunder, and, besides to the extent particularly set forth in Section 15 of this Deposit
Agreement, shall not give any authorized or equitable proper, treatment or declare in anyway to some other particular person. The Holders and Beneficial Owners
sometimes shall be events to this Deposit Agreement and shall be certain by all the provisions hereof. A Beneficial Owner shall
solely have the ability to train any proper or obtain any profit hereunder solely via the Holder of the ADR(s) evidencing the
ADSs owned by such Beneficial Owner.
19. Severability. If any provision of this Deposit
Agreement or the ADRs is, or turns into, invalid, unlawful or unenforceable the least bit, the remaining provisions contained herein and
therein shall on no account be affected thereby.
20. Governing Law; Consent to Jurisdiction.
(a) The Deposit
Agreement, the ADSs and the ADRs shall be ruled by and construed in accordance with the interior legal guidelines of the State of New York with out
giving impact to the appliance of the battle of legislation ideas thereof.
(b) By the
Company. The Company irrevocably agrees that any authorized swimsuit, motion or continuing towards or involving the Company introduced by the
Depositary or any Holder or Beneficial Owner, arising out of or primarily based upon this Deposit Agreement, the ADSs, the ADRs or the transactions
contemplated herein, therein, hereby or thereby, could also be instituted in any state or federal court docket in New York, New York, and irrevocably
waives any objection which it could now or hereafter must the laying of venue of any such continuing, and irrevocably submits to the
non-exclusive jurisdiction of such courts in any such swimsuit, motion or continuing. The Company additionally irrevocably agrees that any authorized
swimsuit, motion or continuing towards or involving the Depositary introduced by the Company, arising out of or primarily based upon this Deposit Agreement,
the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, might solely be instituted in a state or federal
court docket in New York, New York.
(c) By Holders
and Beneficial Owners. By holding an ADS or an curiosity therein, Holders and Beneficial Owners every irrevocably agree that any authorized
swimsuit, motion or continuing towards or involving the Company or the Depositary, arising out of or primarily based upon this Deposit Agreement, the
ADSs, the ADRs or the transactions contemplated herein, therein or hereby, might solely be instituted in a state or federal court docket in New
York, New York, and by holding an ADS or an curiosity therein every irrevocably waives any objection which it could now or hereafter have
to the laying of venue of any such continuing, and irrevocably submits to the unique jurisdiction of such courts in any such swimsuit,
motion or continuing.
(d) Notwithstanding
the foregoing or something on this Deposit Agreement on the contrary, any swimsuit, motion or continuing towards the Company primarily based on this
Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein, hereby or thereby, could also be instituted by the Depositary
in any competent court docket within the Kingdom of Norway and/or the United States.
21. Agent for Service.
(a) Appointment.
The Company has appointed DNB Bank ASA, New York
Branch, 30 Hudson Yards, New York, New York, 10001, as its approved
agent (the “Authorized Agent“) upon which course of could also be served in any such swimsuit, motion or continuing arising out of
or primarily based on this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein or hereby which can be instituted
in any state or federal court docket in New York, New York by the Depositary or any Holder, and waives some other necessities of or objections
to non-public jurisdiction with respect thereto. Subject to the Company’s rights to interchange the Authorized Agent with one other entity
within the method required had been the Authorized Agent to have resigned, such appointment shall be irrevocable.
(b) Agent
for Service of Process. The Company represents and warrants that the Authorized Agent has agreed to behave as stated agent for service
of course of, and the Company agrees to take any and all motion, together with the submitting of any and all paperwork and devices, that will
be essential to proceed such appointment in full pressure and impact as aforesaid. The Company additional hereby irrevocably consents and
agrees to the service of any and all authorized course of, summons, notices and paperwork in any swimsuit, motion or continuing towards the Company,
by service by mail of a duplicate thereof upon the Authorized Agent (whether or not or not the appointment of such Authorized Agent shall for any
cause show to be ineffective or such Authorized Agent shall fail to simply accept or acknowledge such service), with a duplicate mailed to the
Company by registered or licensed air mail, postage pay as you go, to its deal with offered in Section 16(b) hereof. The Company agrees that
the failure of the Authorized Agent to provide any discover of such service to it shall not impair or have an effect on in any method the validity of such
service or any judgment rendered in any swimsuit, motion or continuing primarily based thereon. If, for any cause, the Authorized Agent named above
or its successor shall now not function agent of the Company to obtain service of course of, summons, notices and paperwork in New York,
the Company shall promptly appoint a successor that could be a authorized entity with places of work in New York, New York, in order to serve and can promptly
advise the Depositary thereof.
(c) Waiver
of Personal Service of Process. In the occasion the Company fails to proceed such designation and appointment in full pressure and impact,
the Company hereby waives private service of course of upon it and consents that any such service of course of could also be made by licensed
or registered mail, return receipt requested, directed to the Company at its deal with final specified for notices hereunder, and repair
so made shall be deemed accomplished 5 (5) days after the identical shall have been so mailed.
22. Waiver of Immunities. To the extent that the
Company or any of its properties, property or revenues might have or might hereafter be entitled to, or have attributed to it, any proper of
immunity, on the grounds of sovereignty or in any other case, from any authorized motion, swimsuit or continuing, from the giving of any aid in any
respect thereof, from setoff or counterclaim, from the jurisdiction of any court docket, from service of course of, from attachment upon or prior
to judgment, from attachment in assist of execution or judgment, or from execution of judgment, or different authorized course of or
continuing for the giving of any aid or for the enforcement of any
judgment, in any jurisdiction by which proceedings might at any time be commenced, with respect to its obligations, liabilities or different
issues underneath or arising out of or in reference to the Shares or Deposited Securities, the ADSs, the ADRs or this Deposit Agreement,
the Company, to the fullest extent permitted by legislation, hereby irrevocably and unconditionally waives, and agrees to not plead or declare,
any such immunity and consents to such aid and enforcement.
23. Waiver of Jury Trial. EACH PARTY TO THIS DEPOSIT
AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER OF, AND/OR HOLDER OF INTERESTS IN, ADSS OR ADRS) HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR
PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED
SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF
(WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY), INCLUDING, WITHOUT LIMITATION, ANY SUIT, ACTION OR PROCEEDING UNDER
THE UNITED STATES FEDERAL SECURITIES LAWS. No provision of this Deposit Agreement or any ADR is meant to represent a waiver or limitation
of any rights which Holders or Beneficial Owners might have underneath the Securities Act of 1933 or the Securities Exchange Act of 1934, to
the extent relevant.
IN WITNESS WHEREOF, DNB BANK ASA and JPMORGAN CHASE BANK,
N.A. have duly executed this Deposit Agreement as of the day and 12 months first above set forth and all Holders and Beneficial Owners shall
develop into events hereto upon acceptance by them of ADSs issued in accordance with the phrases hereof, or upon acquisition of any helpful
curiosity therein.
DNB BANK ASA
By: __________________________________
Name:
Title:
JPMORGAN CHASE BANK, N.A.
By: __________________________________
Name:
Title:
EXHIBIT A
ANNEXED TO AND INCORPORATED IN
DEPOSIT AGREEMENT
[FORM OF FACE OF ADR]
No. of ADSs:
_______
Number
Each ADS represents
One Share
CUSIP:
AMERICAN DEPOSITARY RECEIPT
evidencing
AMERICAN DEPOSITARY SHARES
representing
ORDINARY SHARES
of
DNB BANK ASA
(Incorporated underneath the legal guidelines of the Kingdom of Norway)
JPMORGAN CHASE BANK, N.A., a nationwide banking affiliation organized underneath the
legal guidelines of the United States of America, as depositary hereunder (the “Depositary“), hereby certifies that
is the registered proprietor (a “Holder“) of American Depositary Shares (“ADSs“), every (topic to paragraph
(13) (Changes Affecting Deposited Securities)) representing one odd share (together with the rights to obtain Shares described
in paragraph (1) (Issuance of ADSs), “Shares” and, along with some other securities, money or property from
time to time held by the Depositary in respect or in lieu of deposited Shares, the “Deposited Securities“), of DNB Bank
ASA, an organization organized underneath the legal guidelines of the Kingdom of Norway (the “Company“), deposited underneath the Deposit Agreement
dated as of ____________________, 2021 (as amended sometimes, the “Deposit Agreement“) among the many Company, the
Depositary and all Holders and Beneficial Owners sometimes of American Depositary Receipts issued thereunder (“ADRs“),
every of whom by accepting an ADR turns into a celebration thereto. The Deposit Agreement and this ADR (which incorporates the provisions set forth
on the reverse hereof) shall be ruled by and construed in accordance with the interior legal guidelines of the State of New York with out giving
impact to the appliance of the battle of legislation ideas thereof. All capitalized phrases used herein, and never outlined herein, shall
have the meanings ascribed to such phrases within the Deposit Agreement.
(1) Issuance of ADSs.
(a) Issuance. This ADR is among the ADRs issued
underneath the Deposit Agreement. Subject to the opposite provisions hereof, the Depositary might so concern ADRs for supply on the Transfer Office
(as hereinafter outlined) solely towards deposit of: (i) Shares in a type passable to the Custodian; or (ii) rights to obtain Shares
from the Company or any registrar, switch agent, clearing agent or different entity recording Share possession or transactions.
(b) Lending. In its capability as Depositary, the
Depositary shall not lend Shares or ADSs.
(c) Representations and Warranties of Depositors.
Every particular person depositing Shares underneath the Deposit Agreement represents and warrants that:
| (i) | such Shares and the certificates therefor are duly approved, validly issued and excellent, absolutely paid, nonassessable and legally obtained by such particular person, |
| (ii) | all pre-emptive and comparable rights, if any, with respect to such Shares have been validly waived or exercised, |
| (iii) | the particular person making such deposit is duly approved so to do, |
| (iv) | the Shares introduced for deposit are free and away from any lien, encumbrance, safety curiosity, cost, mortgage or antagonistic declare and |
| (v) | such Shares (A) are usually not “restricted securities” as such time period is outlined in Rule 144 underneath the Securities Act of 1933 (“Restricted Securities“) except on the time of deposit the necessities of paragraphs (c), (e), (f) and (h) of Rule 144 shall not apply and such Shares could also be freely transferred and will in any other case be provided and bought freely within the United States or (B) have been registered underneath the Securities Act of 1933. To the extent the particular person depositing Shares is an “affiliate” of the Company as such time period is outlined in Rule 144, the particular person additionally represents and warrants that upon the sale of the ADSs, all the provisions of Rule 144 which allow the Shares to be freely bought (within the type of ADSs) can be absolutely complied with and, in consequence thereof, all the ADSs issued in respect of such Shares won’t be on the sale thereof, Restricted Securities. |
Such representations and warranties shall survive the deposit
and withdrawal of Shares and the issuance and cancellation of ADSs in respect thereof and the switch of such ADSs. If any of the representations
or warranties are incorrect in any method, the Company and the Depositary might, at the price of the breaching Holder and/or Beneficial Owner,
and every of them, take any and all actions essential to appropriate the results of such misrepresentation.
(d) The Depositary might refuse to simply accept for such deposit
any Shares recognized by the Company with the intention to facilitate compliance with the necessities of the legal guidelines, guidelines and laws of the
United States, together with, however not restricted to, the Securities Act of 1933 and the principles and laws promulgated thereunder.
(2) Withdrawal of Deposited Securities. Subject
to paragraphs (4) (Certain Limitations to Registration, Transfer and so forth.) and (5) (Liability for Taxes, Duties and Other Charges)
and the principles of the VPS, upon give up of (a) a certificated ADR in a type passable to the Depositary on the Transfer Office or
(b) correct directions and documentation within the case of a Direct Registration ADR, the Holder hereof is entitled to supply at, or
to the extent in dematerialized type from, the Custodian’s workplace of the Deposited Securities on the time represented by the ADSs evidenced
by this ADR. At the request, threat and expense of the Holder hereof, the Depositary might ship such Deposited Securities at such different
place as might have been requested by the Holder. Notwithstanding some other provision of the Deposit Agreement or this ADR, the withdrawal
of Deposited Securities could also be restricted just for the explanations set forth in General Instruction I.A.(1) of Form F-6 (as such directions
could also be amended sometimes) underneath the Securities Act of 1933.
(3) Transfers, Split-Ups and Combinations of ADRs.
The Depositary or its agent will hold, at a chosen switch workplace (the “Transfer Office“), (i) a register (the
“ADR Register“) for the registration, registration of switch, mixture and split-up of ADRs, and, within the case of
Direct Registration ADRs, shall embody the Direct Registration System, which in any respect affordable occasions can be open for inspection by
Holders and the Company for the aim of speaking with Holders within the curiosity of the enterprise of the Company or a matter relating
to the Deposit Agreement and (ii) amenities for the supply and receipt of ADRs. The time period ADR Register contains the Direct Registration
System. Title to this ADR (and to the Deposited Securities represented by the ADSs evidenced hereby), when correctly endorsed (within the
case of ADRs in certificated type) or upon supply to the Depositary of correct devices of switch, is transferable by supply
with the identical impact as within the case of negotiable devices underneath the legal guidelines of the State of New York; offered that the Depositary,
however any discover on the contrary, might deal with the particular person in whose title this ADR is registered on the ADR Register as absolutely the
proprietor hereof for all functions
and neither the Depositary nor the Company could have any obligation
or be topic to any legal responsibility underneath the Deposit Agreement or any ADR to any Beneficial Owner, except such Beneficial Owner is the Holder
hereof. Subject to paragraphs (4) and (5), this ADR is transferable on the ADR Register and could also be cut up into different ADRs or mixed
with different ADRs into one ADR, evidencing the combination variety of ADSs surrendered for split-up or mixture, by the Holder hereof or
by duly approved lawyer upon give up of this ADR on the Transfer Office correctly endorsed (within the case of ADRs in certificated
type) or upon supply to the Depositary of correct devices of switch and duly stamped as could also be required by relevant legislation; offered
that the Depositary might shut the ADR Register (and/or any portion thereof) at any time or sometimes when deemed expedient
by it. At the request of a Holder, the Depositary shall, for the aim of substituting a certificated ADR with a Direct Registration
ADR, or vice versa, execute and ship a certificated ADR or a Direct Registration ADR, because the case could also be, for any approved quantity
of ADSs requested, evidencing the identical mixture variety of ADSs as these evidenced by the certificated ADR or Direct Registration ADR,
because the case could also be, substituted.
(4) Certain Limitations to Registration, Transfer
and so forth. Prior to the problem, registration, registration of switch, split-up or mixture of any ADR, the supply of any distribution
in respect thereof, or, topic to the final sentence of paragraph (2) (Withdrawal of Deposited Securities), the withdrawal of
any Deposited Securities, and sometimes within the case of clause (b)(ii) of this paragraph (4), the Company, the Depositary or the
Custodian might require:
(a) cost with respect thereto of (i) any inventory switch
or different tax or different governmental cost, (ii) any inventory switch or registration charges in impact for the registration of transfers of
Shares or different Deposited Securities upon any relevant register and (iii) any relevant prices as offered in paragraph (7) (Charges
of Depositary) of this ADR;
(b) the manufacturing of proof passable to it of (i) the
id of any signatory and genuineness of any signature and (ii) such different info, together with with out limitation, info
as to citizenship, residence, alternate management approval, helpful or different possession of, or curiosity in, any securities, compliance
with relevant legislation, laws, provisions of or governing Deposited Securities and phrases of the Deposit Agreement and this ADR, as
it could deem mandatory or correct; and
(c) compliance with such laws because the Depositary
might set up in line with the Deposit Agreement.
The issuance of ADRs, the acceptance of deposits of Shares, the registration,
registration of switch, split-up or mixture of ADRs or, topic to the final sentence of paragraph (2) (Withdrawal of Deposited
Securities), the withdrawal of Deposited Securities could also be suspended, typically or specifically situations, when the ADR Register
or any register for Deposited Securities or the VPS is closed or when any such motion is deemed advisable by the Depositary.
(5) Liability for Taxes,
Duties and Other Charges. If any tax or different governmental prices (together with any penalties and/or curiosity) shall develop into payable
by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented by the ADSs evidenced
hereby or any distribution thereon, such tax or different governmental cost shall be paid by the Holder hereof to the Depositary and by
holding or having held this ADR or any ADSs evidenced hereby, the Holder and all Beneficial Owners hereof and thereof, and all prior
Holders and Beneficial Owners hereof and thereof, collectively and severally, conform to indemnify, defend and save innocent every of the Depositary
and its brokers in respect of such tax or different governmental cost. Each Holder of this ADR and Beneficial Owner of the ADSs evidenced
hereby, and every prior Holder and Beneficial Owner hereof and thereof (collectively, the “Tax Indemnitors”), by holding
or having held an ADR or an curiosity in ADSs, acknowledges and agrees that the Depositary shall have the fitting to hunt cost of quantities
owing with respect to this ADR underneath this paragraph (5) from any a number of Tax Indemnitor(s) as decided by the Depositary in its
sole discretion, with none obligation to hunt cost from some other Tax Indemnitor(s). The Depositary might refuse to impact any registration,
registration of switch, split-up or mixture hereof or, topic to the final sentence of paragraph (2) (Withdrawal of Deposited
Securities), any withdrawal of such Deposited Securities till such cost is made. The Depositary can also deduct from any distributions
on or in respect of Deposited Securities, or might promote by public or non-public sale for the account of the Holder hereof any half or all
of such Deposited Securities, and will apply such deduction or the proceeds of any such sale in cost of such tax or different governmental
cost, the Holder hereof remaining accountable for any deficiency, and shall cut back the variety of ADSs evidenced hereby to mirror any such
gross sales of Shares. In reference to any distribution to Holders, the Company will remit to the suitable governmental authority or
company all quantities (if any) required to be withheld and owing to such authority or company by the Company; and the Depositary and the
Custodian will remit to the suitable governmental authority or company all quantities (if any) required to be withheld and owing to such
authority or company by the Depositary or the Custodian. The Depositary will ahead to the Company or its agent such info because the
Company might fairly request to allow the Company or its agent to file the required reviews with governmental businesses. If the Depositary
determines that any distribution in property apart from money (together with Shares or rights) on Deposited Securities is topic to any tax
that the Depositary or the Custodian is obligated to withhold, the Depositary might get rid of all or a portion of such property in such
quantities and in such method because the Depositary deems mandatory and practicable to pay such taxes, by public or non-public sale, and the Depositary
shall distribute the online proceeds of any such sale or the stability of any such property after deduction of such taxes to the Holders entitled
thereto. Each Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian and any of their respective
officers, administrators, staff, brokers and associates towards, and maintain
every of them innocent from, any claims by any governmental authority
with respect to taxes, additions to tax, penalties or curiosity arising out of any refund of taxes, lowered price of withholding at supply
or different tax profit obtained. The obligations of Holders and Beneficial Owners underneath this paragraph (5) shall survive any switch of
ADSs, any give up of ADSs and withdrawal of Deposited Securities and any termination of the Deposit Agreement.
(6) Disclosure of Interests.
(a) General. To the extent that the provisions of
or governing any Deposited Securities might require disclosure of or impose limits on helpful or different possession of, or pursuits in,
Deposited Securities, different Shares and different securities and will present for blocking switch, voting or different rights to implement such
disclosure or limits, Holders and Beneficial Owners conform to adjust to all such disclosure necessities and possession limitations and
to adjust to any affordable Company directions in respect thereof. The Company reserves the fitting to instruct Holders (and thru
any such Holder, the Beneficial Owners of ADSs evidenced by the ADRs registered in such Holder’s title) to ship their ADSs for cancellation
and withdrawal of the Deposited Securities in order to allow the Company to deal straight with the Holder and/or Beneficial Owner thereof
as a holder of Shares and Holders and Beneficial Owners conform to adjust to such directions. The Depositary agrees to cooperate with
the Company in its efforts to tell Holders of the Company’s train of its rights underneath this paragraph and agrees to seek the advice of with,
and supply affordable help with out threat, legal responsibility or expense on the a part of the Depositary, to the Company on the way or manners
by which it could implement such rights with respect to any Holder, offered, nevertheless, for the avoidance of doubt, the Depositary shall be
indemnified by the Company in reference to the foregoing.
(b) Jurisdiction Specific.
Without limitation of the foregoing, any particular person, entity
or group appearing in live performance who’s a Holder, who’s entitled upon give up of ADSs to amass straight or not directly the helpful possession
of such variety of Shares as shall exceed (along with any Share or extra ADSs held by such particular person, entity or group) 5%, or such
different proportion (see under) as could also be required to be disclosed sometimes underneath any legislation, regulation or follow of Norway, of
the share capital or voting rights of the Company shall, promptly ship to the Company and to the Oslo Stock Exchange by way of facsimile, e-mail
([email protected]) or by some other affordable means in order that the Company and the Oslo Stock Exchange shall obtain such info promptly
after such particular person, entity or group turns into so entitled, the next info:
(a) the background,
and id, residence, and citizenship of, and the character of such rights held by, such particular person, entity or group and all different individuals
by whom or on whose behalf purchases have been or are to be effected;
(b) the date
the holding reached or crossed the edge;
(c) the quantity
of Shares and ADSs that are beneficially owned, earlier than and after the transaction(s)/occasion, and straight or not directly, by (A) such particular person,
entity or group and (B) every affiliate of such particular person, entity or group, giving the background, id, residence, and citizenship of
every such affiliate; and
(d) if any materials
change happens within the information set forth within the statements to the Company, an modification shall be transmitted, inside ten days after any such
change happens, to the Company setting forth such adjustments.
Any particular person, entity or group appearing in live performance who’s
a Holder and who acquires or disposes of Shares, choices for Shares or different rights to Shares leading to its helpful possession,
straight or not directly, within the mixture, exceeding or falling under the respective thresholds of 5%, 10%, 20%, 25%, 1/3, 50, 2/3 or
90% of the share capital or voting rights of the Company or such lesser or different proportion as could also be required to be disclosed from time
to time underneath any legislation, regulation or follow of Norway, of the share capital or voting rights of the Company, shall ship to the Company
and to the Oslo Stock Exchange the knowledge required within the previous paragraph by way of facsimile or by some other affordable means so
that the Company and the Oslo Stock Exchange shall obtain such info promptly after any such change within the shares of capital inventory
beneficially owned by such Holder.
Any abstract, description, or reference to or of, the legal guidelines
and laws of the Kingdom of Norway and of the phrases of the Company’s constituent paperwork has been offered by the Company solely
for the comfort of Holders, Beneficial Owners and the Depositary. While such summaries are believed by the Company to be correct
as of the date of the Deposit Agreement, (i) they’re summaries and as such might not embody all facets of the supplies summarized relevant
to a Holder or Beneficial Owner, and (ii) these legal guidelines and laws and the Company’s constituent paperwork might change after the date
of the Deposit Agreement. Neither the Depositary nor the Company has any obligation to replace any such summaries.
(7) Charges of Depositary.
(a) Rights of the Depositary. The Depositary might
cost, and accumulate from, (i) every particular person to whom ADSs are issued, together with, with out limitation, issuances towards deposits
of Shares, issuances in respect of Share Distributions, Rights and Other Distributions (as such phrases are outlined in paragraph (10)
(Distributions on Deposited Securities)), issuances pursuant to a inventory dividend or inventory cut up declared by the Company,
or issuances pursuant to a merger, alternate of securities or some other transaction or occasion affecting the ADSs or the Deposited
Securities, and (ii) every particular person surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or lowered
for some other cause U.S.$5.00 for every 100 ADSs (or portion
thereof) issued, delivered, lowered, cancelled or surrendered (as
the case could also be). The Depositary might promote (by public or non-public sale) enough securities and property acquired in respect of Share
Distributions, Rights and Other Distributions previous to such deposit to pay such cost.
(b) Additional prices by the Depositary. The following
extra prices shall even be incurred by the Holders, the Beneficial Owners, by any get together depositing or withdrawing Shares or by
any get together surrendering ADSs and/or to whom ADSs are issued (together with, with out limitation, issuances pursuant to a inventory dividend or
inventory cut up declared by the Company or an alternate of inventory relating to the ADSs or the Deposited Securities or a distribution of ADSs
pursuant to paragraph (10) (Distributions on Deposited Securities), whichever is relevant:
| (i) | a price of U.S.$0.05 or much less per ADS held (i) upon which any Cash distribution is made pursuant to the Deposit Agreement or (ii) within the case of an elective money/inventory dividend, upon which a Cash distribution or an issuance of extra ADSs is made on account of such elective dividend, |
| (ii) | a price for the distribution or sale of securities pursuant to paragraph (10) hereof, such price being in an quantity equal to the price for the execution and supply of ADSs referred to above which might have been charged on account of the deposit of such securities (for functions of this paragraph (7) treating all such securities as in the event that they had been Shares) however which securities or the online money proceeds from the sale thereof are as an alternative distributed by the Depositary to Holders entitled thereto, |
| (iii) | an mixture price of U.S.$0.05 or much less per ADS per calendar 12 months (or portion thereof) for providers carried out by the Depositary in administering the ADRs (which price could also be charged on a periodic foundation throughout every calendar 12 months and shall be assessed towards Holders as of the report date or report dates set by the Depositary throughout every calendar 12 months and shall be payable on the sole discretion of the Depositary by billing such Holders or by deducting such cost from a number of money dividends or different money distributions), and |
| (iv) | a price for the reimbursement of such charges, prices and bills as are incurred by the Depositary and/or any of its brokers (together with, with out limitation, the Custodian and bills incurred on behalf of Holders in reference to compliance with overseas alternate management laws or any legislation or regulation regarding overseas funding) in connection with the servicing of the Shares or different Deposited Securities, the sale of securities |
(together with, with out limitation, Deposited Securities), the
supply of Deposited Securities or in any other case in reference to the Depositary’s or its Custodian’s compliance with relevant legislation,
rule or regulation (which charges and prices shall be assessed on a proportionate foundation towards Holders as of the report date or dates
set by the Depositary and shall be payable on the sole discretion of the Depositary by billing such Holders or by deducting such cost
from a number of money dividends or different money distributions).
(c) Other Obligations and Charges. The Company will
pay all different prices and bills of the Depositary and any agent of the Depositary (besides the Custodian) pursuant to agreements from
time to time between the Company and the Depositary, besides:
| (i) | inventory switch or different taxes and different governmental prices (which are payable by Holders or individuals depositing Shares); |
| (ii) | SWIFT, cable, telex and facsimile transmission and supply prices incurred on the request of individuals depositing, or Holders delivering Shares, ADRs or Deposited Securities (that are payable by such individuals or Holders); and |
| (iii) | switch or registration charges for the registration or switch of Deposited Securities on any relevant register in reference to the deposit or withdrawal of Deposited Securities (that are payable by individuals depositing Shares or Holders withdrawing Deposited Securities). |
(d) Foreign Exchange Related Matters. To facilitate
the administration of varied depositary receipt transactions, together with disbursement of dividends or different money distributions and different
company actions, the Depositary might have interaction the overseas alternate desk inside JPMorgan Chase Bank, N.A. (the “Bank”)
and/or its associates with the intention to enter into spot overseas alternate transactions to transform overseas forex into U.S. {dollars} (“FX
Transactions”). For sure currencies, FX Transactions are entered into with the Bank or an affiliate, because the case could also be,
appearing in a principal capability. For different currencies, FX Transactions are routed on to and managed by an unaffiliated native custodian
(or different third get together native liquidity supplier), and neither the Bank nor any of its associates is a celebration to such FX Transactions.
The overseas alternate price utilized
to an FX Transaction can be both (a) a printed benchmark price, or (b) a price decided by a 3rd get together native liquidity supplier,
in every case plus or minus a variety, as relevant. The Depositary will disclose which overseas alternate price and unfold, if any, apply
to such forex on the
“Disclosure” web page (or successor web page) of www.adr.com (as up to date
by the Depositary sometimes, “ADR.com”). Such relevant overseas alternate price and unfold might (and neither
the Depositary, the Bank nor any of their associates is underneath any obligation to make sure that such price doesn’t) differ from charges and
spreads at which comparable transactions are entered into with different prospects or the vary of overseas alternate charges and spreads at
which the Bank or any of its associates enters into overseas alternate transactions within the related forex pair on the date of the FX
Transaction. Additionally, the timing of execution of an FX Transaction varies in accordance with native market dynamics, which can embody
regulatory necessities, market hours and liquidity within the overseas alternate market or different elements. Furthermore, the Bank and its associates
might handle the related dangers of their place available in the market in a fashion they deem applicable with out regard to the impression of such
actions on the Company, the Depositary, Holders or Beneficial Owners. The unfold utilized doesn’t mirror any positive factors or losses that
could also be earned or incurred by the Bank and its associates on account of threat administration or different hedging associated exercise.
Notwithstanding the foregoing, to
the extent the Company gives U.S. {dollars} to the Depositary, neither the Bank nor any of its associates will execute an FX Transaction
as set forth herein. In such case, the Depositary will distribute the U.S. {dollars} acquired from the Company.
Further particulars regarding the relevant
overseas alternate price, the relevant unfold and the execution of FX Transactions can be offered by the Depositary on ADR.com. The
Company, Holders and Beneficial Owners every acknowledge and agree that the phrases relevant to FX Transactions disclosed from time to
time on ADR.com will apply to any FX Transaction executed pursuant to the Deposit Agreement.
(e) Disclosure of Potential Depositary Payments.
The Depositary anticipates reimbursing the Company for sure bills incurred by the Company which might be associated to the institution
and upkeep of the ADR program upon such phrases and situations because the Company and the Depositary might agree sometimes.
The Depositary might make accessible to the Company a set quantity or a portion of the Depositary charges charged in respect of the ADR program
or in any other case upon such phrases and situations because the Company and the Depositary might agree sometimes.
(f) The proper of the Depositary to cost and obtain cost
of charges, prices and bills as offered above shall survive the termination of the Deposit Agreement. As to any Depositary, upon the
resignation or elimination of such Depositary, such proper shall lengthen for these charges, prices and bills incurred previous to the effectiveness
of such resignation or elimination.
(8) Available Information. The Deposit Agreement,
the provisions of or governing Deposited Securities and any written communications from the Company, that are each acquired by the Custodian
or its nominee as a holder of Deposited
Securities and made typically accessible to the holders of Deposited
Securities, can be found for inspection by Holders on the places of work of the Depositary and the Custodian, on the Transfer Office or upon
request from the Depositary (which request could also be refused by the Depositary at its discretion). The Depositary will distribute copies
of such communications (or English translations or summaries thereof) to Holders when furnished by the Company. The Company publishes
info in English required to take care of the exemption from registration underneath Rule 12g3-2(b) underneath the Securities Exchange Act of
1934 on its Internet Web web site (www.dnb.no) or via an digital info supply system typically accessible to the general public in
its major buying and selling market. The Company represents that as of the date of the Deposit Agreement, the statements within the earlier sentence
of this paragraph (8) with respect to the exemption from registration underneath Rule 12g3-2(b) underneath the Securities Exchange Act of 1934,
as amended, are true and proper. The Company agrees to promptly notify the Depositary and all Holders within the occasion of any change
within the reality of any such statements. The Depositary doesn’t assume any obligation to find out if the Company is complying with the present
necessities of Rule 12g3-2(b) underneath the Securities Exchange Act of 1934 or to take any motion if the Company will not be complying with these
necessities.
(9) Execution. This ADR shall not be legitimate for
any function except executed by the Depositary by the handbook or facsimile signature of a duly approved officer of the Depositary.
Dated:
JPMORGAN CHASE BANK, N.A., as Depositary
By
Authorized Officer
The Depositary’s workplace is situated at 383 Madison Avenue,
Floor 11, New York, New York 10179.
[FORM OF REVERSE OF ADR]
(10) Distributions on Deposited Securities. Subject
to paragraphs (4) (Certain Limitations to Registration, Transfer and so forth.) and (5) (Liability for Taxes, Duties and different Charges),
to the extent practicable, the Depositary will distribute to every Holder entitled thereto on the report date set by the Depositary therefor
at such Holder’s deal with proven on the ADR Register, in proportion to the variety of Deposited Securities (on which the next distributions
on Deposited Securities are acquired by the Custodian) represented by ADSs evidenced by such Holder’s ADRs:
(a) Cash. Any U.S. {dollars} accessible to the Depositary
ensuing from a money dividend or different money distribution or the online proceeds of gross sales of some other distribution or portion thereof approved
on this paragraph (10) (“Cash“), on an averaged or different practicable foundation, topic to (i) applicable changes for
taxes withheld, (ii) such distribution being impermissible or impracticable with respect to sure Holders, and (iii) deduction of the
Depositary’s and/or its brokers’ charges and bills in (1) changing any overseas forex to U.S. {dollars} by sale or in such different method
because the Depositary might decide to the extent that it determines that such conversion could also be made on an affordable foundation, (2) transferring
overseas forex or U.S. {dollars} to the United States by such means because the Depositary might decide to the extent that it determines
that such switch could also be made on an affordable foundation, (3) acquiring any approval or license of any governmental authority required for
such conversion or switch, which is obtainable at an affordable value and inside an affordable time and (4) making any sale by public
or non-public means in any commercially affordable method.
(b) Shares. (i) Additional ADRs evidencing entire
ADSs representing any Shares accessible to the Depositary ensuing from a dividend or free distribution on Deposited Securities consisting
of Shares (a “Share Distribution“) and (ii) U.S. {dollars} accessible to it ensuing from the online proceeds of gross sales of
Shares acquired in a Share Distribution, which Shares would give rise to fractional ADSs if extra ADRs had been issued therefor, as
within the case of Cash.
(c) Rights. (i) Warrants or different devices within the discretion of the
Depositary representing rights to amass extra ADRs in respect of any rights to subscribe for extra Shares or rights of any
nature accessible to the Depositary on account of a distribution on Deposited Securities (“Rights“), to the extent that
the Company well timed furnishes to the Depositary proof passable to the Depositary that the Depositary might lawfully distribute the
identical (the Company has no obligation to so furnish such proof), or (ii) to the extent the Company doesn’t so furnish such proof
and gross sales of Rights are practicable, any U.S. {dollars} accessible to the Depositary from the online proceeds of gross sales of Rights as within the
case of Cash, or (iii) to the extent the Company doesn’t so furnish such proof and such gross sales can not practicably be achieved
by cause of the nontransferability of the Rights, restricted markets therefor, their quick length or in any other case, nothing (and any Rights
might lapse).
(d) Other Distributions. (i) Securities or property
accessible to the Depositary ensuing from any distribution on Deposited Securities apart from Cash, Share Distributions and Rights (“Other
Distributions“), by any implies that the Depositary might deem equitable and practicable, or (ii) to the extent the Depositary deems
distribution of such securities or property to not be equitable and practicable, any U.S. {dollars} accessible to the Depositary from the
internet proceeds of gross sales of Other Distributions as within the case of Cash.
The Depositary reserves the fitting to make the most of a division,
department or affiliate of JPMorgan Chase Bank, N.A. to direct, handle and/or execute any public and/or non-public sale of securities hereunder.
Such division, department and/or affiliate might cost the Depositary a price in reference to such gross sales, which price is taken into account an expense
of the Depositary contemplated above and/or underneath paragraph (7) (Charges of Depositary). Any U.S. {dollars} accessible can be distributed
by checks drawn on a financial institution within the United States for entire {dollars} and cents. Fractional cents can be withheld with out legal responsibility and dealt
with by the Depositary in accordance with its then present practices. All purchases and gross sales of securities can be dealt with by the Depositary
in accordance with its then present insurance policies, that are at present set forth within the “Disclosure” web page (or successor web page)
of ADR.com, the situation and contents of which the Depositary shall be solely liable for.
(11) Record Dates. The Depositary might, after session
with the Company if practicable, repair a report date (which, to the extent relevant, shall be as close to as practicable to any corresponding
report date set by the Company) for the willpower of the Holders who shall be liable for the price assessed by the Depositary
for administration of the ADR program and for any bills offered for in paragraph (7) hereof in addition to for the willpower of the
Holders who shall be entitled to obtain any distribution on or in respect of Deposited Securities, to provide directions for the train
of any voting rights, to obtain any discover or to behave or be obligated in respect of different issues and solely such Holders shall be so entitled
or obligated.
(12) Voting of Deposited Securities.
(a) Notice of any Meeting or Solicitation. As quickly
as practicable after receipt of discover of any assembly at which the holders of Shares are entitled to vote, or of solicitation of consents
or proxies from holders of Shares or different Deposited Securities, the Depositary shall repair the ADS report date in accordance with paragraph
(11) above offered that if the Depositary receives a written request from the Company in a well timed method and a minimum of 30 days prior
to the date of such vote or assembly, the Depositary shall, on the Company’s expense, distribute to Holders a discover (the “Voting
Notice”) stating (i) closing info specific to such vote and assembly and any solicitation supplies, (ii) that every Holder
on the report date set by
the Depositary will, topic to any relevant provisions of Norwegian
legislation, be entitled to instruct the Depositary as to the train of the voting rights, if any, pertaining to the Deposited Securities represented
by the ADSs evidenced by such Holder’s ADRs and (iii) the way by which such directions could also be given, together with, with out limitation,
any necessities that (x) ADSs be blocked for a specified time frame main as much as and together with the date of such assembly or solicitation
and/or (y) Shares represented by ADSs for which directions are offered be registered on the books of the Company within the title of the
instructing holder. Each Holder shall be solely liable for the forwarding of Voting Notices to the Beneficial Owners of ADSs registered
in such Holder’s title. There is not any assure that Holders and Beneficial Owners typically or any Holder or Beneficial Owner specifically
will obtain the discover described above with enough time to allow such Holder or Beneficial Owner to adjust to the voting necessities
set forth within the discover referenced above or to return any voting directions to the Depositary in a well timed method. Neither the Depositary
nor its brokers shall be liable for reregistration of the Shares represented by their ADSs or for some other matter associated thereto.
(b) Voting of Deposited Securities. Following precise
receipt by the ADR division liable for proxies and voting of Holders’ directions (together with, with out limitation, directions
of any entity or entities appearing on behalf of the nominee for DTC), the Depositary shall, within the method and on or earlier than the time established
by the Depositary for such function and well timed compliance by the Holder with any necessities notified by the Depositary, the Depositary
shall endeavor insofar as practicable and permitted underneath the provisions of or governing Deposited Securities to, endeavor to vote or
trigger to be voted the Deposited Securities represented by the ADSs evidenced by such Holders’ ADRs in accordance with such directions
insofar as practicable and permitted underneath the provisions of or governing Deposited Securities. The Depositary won’t itself train
any voting discretion in respect of any Deposited Securities.
(c) Alternative Methods of Distributing Materials. Notwithstanding
something contained within the Deposit Agreement or any ADR, the Depositary might, to the extent not prohibited by any legislation, rule or regulation
or by the principles and/or necessities of the inventory alternate or market on which the ADSs are listed or traded, in lieu of distribution of
the supplies offered to the Depositary in reference to any assembly of or solicitation of consents or proxies from holders of Deposited
Securities, distribute to the Holders a discover that gives Holders with or in any other case publicizes to Holders directions on how one can retrieve
such supplies or obtain such supplies upon request (i.e., by reference to an internet site containing the supplies for retrieval
or a contact for requesting copies of the supplies). Holders are strongly inspired to ahead their voting directions as quickly as
attainable. Voting directions won’t be deemed acquired till such time because the ADR division liable for proxies and voting has
acquired such directions, however that such directions might have been bodily acquired by JPMorgan Chase Bank, N.A., as
Depositary, previous to such time.
(d) Reliance on
Opinions and so forth. The Depositary and its brokers might rely and shall be protected in appearing upon the opinion(s) of the Company’s counsels with
respect to all issues associated to voting underneath Norwegian legislation, rule and/or regulation.
(13) Changes Affecting Deposited Securities.
(a) Subject to paragraphs (4) (Certain Limitations to
Registration, Transfer and so forth.) and (5) (Liability for Taxes, Duties and Other Charges), the Depositary might, in its discretion,
and shall if fairly requested by the Company, amend this ADR or distribute extra or amended ADRs (with or with out calling this
ADR for alternate) or money, securities or property on the report date set by the Depositary therefor to mirror any change in par worth,
split-up, consolidation, cancellation or different reclassification of Deposited Securities, any Share Distribution or Other Distribution
not distributed to Holders or any money, securities or property accessible to the Depositary in respect of Deposited Securities from (and
the Depositary is hereby approved to give up any Deposited Securities to any particular person and, no matter whether or not such Deposited Securities
are surrendered or in any other case cancelled by operation of legislation, rule, regulation or in any other case, to promote by public or non-public sale any property
acquired in reference to) any recapitalization, reorganization, merger, consolidation, liquidation, receivership, chapter or sale
of all or considerably all of the property of the Company.
(b) To the extent the Depositary doesn’t so amend this
ADR or make a distribution to Holders to mirror any of the foregoing, or the online proceeds thereof, no matter money, securities or property
outcomes from any of the foregoing shall represent Deposited Securities and every ADS evidenced by this ADR shall routinely signify
its professional rata curiosity within the Deposited Securities as then constituted.
(c) Promptly upon the incidence of any of the aforementioned
adjustments affecting Deposited Securities, the Company shall notify the Depositary in writing of such incidence and as quickly as practicable
after receipt of such discover from the Company, might instruct the Depositary to provide discover thereof, on the Company’s expense, to Holders
in accordance with the provisions hereof. Upon receipt of such instruction, the Depositary shall give discover to the Holders in accordance
with the phrases thereof, as quickly as fairly practicable.
(14) Exoneration.
(a) The Depositary, the Company, and every of their respective
administrators, officers, staff, brokers and associates and every of them shall: (i) incur no legal responsibility to Holders or Beneficial Owners
(A) if any current or future legislation, rule, regulation, fiat, order or decree of the United States, the Kingdom of Norway or some other nation
or jurisdiction, or of any governmental or regulatory authority or any
securities alternate or market or automated citation system, the provisions
of or governing any Deposited Securities, any current or future provision of the Company’s constitution, any act of God, battle, terrorism, nationalization,
epidemic, pandemic, expropriation, forex restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, pc
failure or circumstance past its direct and instant management shall forestall or delay, or shall trigger any of them to be topic to any
civil or legal penalty in reference to, any act which the Deposit Agreement or this ADR gives shall be achieved or carried out by
it or them (together with, with out limitation, voting pursuant to paragraph (12) hereof), or (B) by cause of any non-performance or delay,
brought on as aforesaid, within the efficiency of any act or issues which by the phrases of the Deposit Agreement it’s offered shall or might
be achieved or carried out or any train or failure to train any discretion given it within the Deposit Agreement or this ADR (together with,
with out limitation, any failure to find out that any distribution or motion could also be lawful or fairly practicable); (ii) not incur
or assume any legal responsibility to Holders or Beneficial Owners besides to carry out its obligations to the extent they’re particularly set forth
on this ADR and the Deposit Agreement with out gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have
any fiduciary obligation to Holders or Beneficial Owners; (iii) within the case of the Depositary and its brokers, be underneath no obligation to seem
in, prosecute or defend any motion, swimsuit or different continuing in respect of any Deposited Securities, ADSs or this ADR; (iv) within the case
of the Company and its brokers hereunder be underneath no obligation to seem in, prosecute or defend any motion, swimsuit or different continuing
in respect of any Deposited Securities, the ADSs or this ADR, which in its opinion might contain it in expense or legal responsibility, except indemnity
passable to it towards all expense (together with charges and disbursements of counsel) and legal responsibility be furnished as typically as could also be required;
and (v) not be liable to Holders or Beneficial Owners for any motion or inaction by it in reliance upon the recommendation of or info
from authorized counsel, accountants, any particular person presenting Shares for deposit, any Holder, some other particular person believed by it to be competent
to provide such recommendation or info, or within the case of the Depositary solely, the Company. The Depositary shall not be accountable for the acts
or omissions made by, or the insolvency of, any securities depository, clearing company or settlement system.
(b) The Depositary. The Depositary shall not be
liable for, and shall incur no legal responsibility in reference to or arising from, the insolvency of any Custodian that’s not a department
or affiliate of JPMorgan Chase Bank, N.A.. The Depositary shall not have any legal responsibility for the worth acquired in reference to any
sale of securities, the timing thereof or any delay in motion or omission to behave nor shall it’s liable for any error or delay in
motion, omission to behave, default or negligence on the a part of the get together so retained in reference to any such sale or proposed sale.
Holders and Beneficial Owners are suggested that the Company shall not have any legal responsibility to any such Holders or Beneficial Owners for
any of the gadgets described within the instantly previous sentence, besides when the get together the Depositary makes use of in connection therewith
is the Company, an agent of the Company (apart from the Depositary) or an entity that the Company has requested the
Depositary to make the most of in connection therewith. Notwithstanding something
on the contrary contained within the Deposit Agreement (together with the ADRs), topic to the additional limitations set forth in subparagraph
(q) of this paragraph (14), the Depositary shall not be liable for, and shall incur no legal responsibility in reference to or arising from,
any act or omission to behave on the a part of the Custodian besides to the extent that any Holder has incurred legal responsibility straight in consequence
of the Custodian having (i) dedicated fraud or willful misconduct within the provision of custodial providers to the Depositary or (ii) failed
to make use of affordable care within the provision of custodial providers to the Depositary as decided in accordance with the requirements prevailing
within the jurisdiction by which the Custodian is situated.
(c) The Depositary, its brokers and the Company might rely
and shall be protected in appearing upon any written discover, request, course, instruction or doc believed by them to be real
and to have been signed, introduced or given by the right get together or events.
(d) Neither the Depositary nor the Company shall be underneath
any obligation to tell Holders or Beneficial Owners in regards to the necessities of the legal guidelines, guidelines or laws or any adjustments therein
or thereto of any nation or jurisdiction or of any governmental or regulatory authority or any securities alternate or market or automated
citation system.
(e) The Depositary and its brokers won’t be accountable
for any failure to dam ADSs, re-register Deposited Securities or perform any directions to vote any of the Deposited Securities,
for the way by which any such vote is solid, or for the impact of any such vote.
(f) The Depositary might depend on directions from the
Company or its counsel in respect of any approval or license required for any forex conversion, switch or distribution.
(g) The Depositary and its brokers might personal and deal in any
class of securities of the Company and its associates and in ADRs.
(h) Notwithstanding something on the contrary set forth
within the Deposit Agreement or an ADR, the Depositary and its brokers might absolutely reply to any and all calls for or requests for info
maintained by or on its behalf in reference to the Deposit Agreement, any Holder or Holders, any ADR(s) or ADS(s) or in any other case associated
hereto or thereto to the extent such info is requested or required by or pursuant to any lawful authority, together with with out limitation
legal guidelines, guidelines, laws, administrative or judicial course of, banking, securities or different regulators.
(i) None of the Depositary, the Custodian or the Company shall be accountable for
the failure by any Holder or Beneficial Owner to acquire the advantages of credit or refunds of non-U.S. tax paid towards such Holder’s
or Beneficial Owner’s revenue tax legal responsibility.
(j) The Depositary is underneath no obligation to supply the
Holders and Beneficial Owners, or any of them, with any details about the tax standing of the Company.
(okay) The Depositary and the Company shall not incur any
legal responsibility for any tax or tax penalties that could be incurred by Holders or Beneficial Owners on account of their possession or disposition
of the ADRs or ADSs.
(l) The Depositary shall not incur any legal responsibility for the
content material of any info submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any
translation thereof, for any funding threat related to buying an curiosity within the Deposited Securities, for the validity or price
of the Deposited Securities, for the credit-worthiness of any third get together, for permitting any rights to lapse upon the phrases of the Deposit
Agreement or for the failure or timeliness of any discover from the Company.
(m) Notwithstanding something herein or within the Deposit Agreement
on the contrary, the Depositary and the Custodian(s) might use third get together supply providers and suppliers of data relating to issues
akin to pricing, proxy voting, company actions, class motion litigation and different providers in connection herewith and the Deposit Agreement,
and use native brokers to supply providers akin to, however not restricted to, attendance at any conferences of safety holders. Although the Depositary
and the Custodian will use affordable care (and trigger their brokers to make use of affordable care) within the choice and retention of such third
get together suppliers and native brokers, they won’t be liable for any errors or omissions made by them in offering the related info
or providers.
(n) The Depositary shall not be accountable for any acts or
omissions made by a successor depositary whether or not in reference to a earlier act or omission of the Depositary or in reference to
any matter arising wholly after the elimination or resignation of the Depositary.
(o) By holding an ADS or an curiosity therein, Holders and
Beneficial Owners every irrevocably agree that any authorized swimsuit, motion or continuing towards or involving the Company or the Depositary,
arising out of or primarily based upon the Deposit Agreement, the ADSs or the transactions contemplated herein, therein or hereby, might solely be
instituted in a state or federal court docket in New York, New York, and by holding an ADS or an curiosity therein every irrevocably waives any
objection which it could now or hereafter must the laying of venue of any such continuing, and irrevocably submits to the unique
jurisdiction of such courts in any such swimsuit, motion or continuing.
(p) The Company has agreed to indemnify the Depositary and its brokers underneath sure
circumstances and the Depositary has agreed to indemnify the Company underneath sure circumstances.
(q) Neither the Depositary, the Company nor any of their
respective brokers shall be liable to Holders or Beneficial Owners for any oblique, particular, punitive or consequential damages (together with,
with out limitation, authorized charges and bills) or misplaced earnings, in every case of any type incurred by any particular person or entity (together with, with out
limitation, Holders and Beneficial Owners), whether or not or not foreseeable and no matter the kind of motion by which such a declare might
be introduced.
(r) No provision of the Deposit Agreement or this ADR is
supposed to represent a waiver or limitation of any rights which Holders or Beneficial Owners might have underneath the Securities Act of 1933
or the Securities Exchange Act of 1934, to the extent relevant.
(15) Resignation and Removal of Depositary; the Custodian.
(a) Resignation. The Depositary might resign as Depositary
by written discover of its election so to do delivered to the Company, such resignation to take impact upon the appointment of a successor
depositary and its acceptance of such appointment as offered within the Deposit Agreement.
(b) Removal. The Depositary might at any time be eliminated
by the Company by at least 60 days’ prior written discover of such elimination, to develop into efficient upon the later of (i) the sixtieth day
after supply of the discover to the Depositary and (ii) the appointment of a successor depositary and its acceptance of such appointment
as offered within the Deposit Agreement.
(c) The Custodian. The Depositary might appoint substitute
or extra Custodians and the time period “Custodian” refers to every Custodian or all Custodians because the context requires.
(16) Amendment. Subject to the final sentence of
paragraph (2) (Withdrawal of Deposited Securities), the ADRs and the Deposit Agreement could also be amended by the Company and the Depositary,
offered that any modification that imposes or will increase any charges or prices on a per ADS foundation (apart from inventory switch or different
taxes and different governmental prices, switch or registration charges, SWIFT, cable, telex or facsimile transmission prices, supply prices
or different such bills), or that shall in any other case prejudice any substantial present proper of Holders or Beneficial Owners, shall develop into
efficient 30 days after discover of such modification shall have been given to the Holders. Every Holder and Beneficial Owner on the time
any modification to the Deposit Agreement so turns into efficient shall be deemed, by persevering with to carry such ADR, to consent and conform to
such modification and to be certain by the Deposit Agreement as amended thereby. In no occasion shall any
modification impair the fitting of the Holder of any ADR to give up such
ADR and obtain the Deposited Securities represented thereby, besides with the intention to adjust to necessary provisions of relevant legislation.
Any amendments or dietary supplements which (i) are fairly mandatory (as agreed by the Company and the Depositary) to ensure that (a) the ADSs
to be registered on Form F-6 underneath the Securities Act of 1933 or (b) the ADSs or Shares to be traded solely in digital book-entry
type and (ii) don’t in both such case impose or enhance any charges or prices to be borne by Holders, shall be deemed to not prejudice
any substantial rights of Holders or Beneficial Owners. Notwithstanding the foregoing, if any governmental physique or regulatory physique ought to
undertake new legal guidelines, guidelines or laws which might require modification or complement of the Deposit Agreement or the type of ADR to make sure
compliance therewith, the Company and the Depositary might amend or complement the Deposit Agreement and the ADR at any time in accordance
with such modified legal guidelines, guidelines or laws. Such modification or complement to the Deposit Agreement in such circumstances might develop into
efficient earlier than a discover of such modification or complement is given to Holders or inside some other time frame as required for compliance.
Notice of any modification to the Deposit Agreement or type of ADRs shall not want to explain intimately the precise amendments effectuated
thereby, and failure to explain the precise amendments in any such discover shall not render such discover invalid, offered, nevertheless,
that, in every such case, the discover given to the Holders identifies a method for Holders and Beneficial Owners to retrieve or obtain
the textual content of such modification (i.e., upon retrieval from the Commission’s, the Depositary’s or the Company’s web site or upon request
from the Depositary).
(17) Termination. The Depositary might, and shall
on the written course of the Company, terminate the Deposit Agreement and this ADR by mailing discover of such termination to the Holders
a minimum of 30 days previous to the date fastened in such discover for such termination; offered, nevertheless, if the Depositary shall have (i) resigned
as Depositary hereunder, discover of such termination by the Depositary shall not be offered to Holders except a successor depositary
shall not be working hereunder inside 60 days of the date of such resignation, or (ii) been eliminated as Depositary hereunder, discover
of such termination by the Depositary shall not be offered to Holders except a successor depositary shall not be working hereunder
on the 60th day after the Company’s discover of elimination was first offered to the Depositary. Notwithstanding something to the
opposite herein, the Depositary might terminate the Deposit Agreement with out discover to the Company, however topic to giving 30 days’
discover to the Holders, underneath the next circumstances: (i) within the occasion of the Company’s chapter or insolvency, (ii) if the
Shares stop to be listed on an internationally acknowledged inventory alternate, (iii) if the Company results (or will impact) a redemption
of all or considerably all the Deposited Securities, or a money or share distribution representing a return of all or considerably
all the worth of the Deposited Securities, or (iv) there happens a merger, consolidation, sale of property or different transaction as a
results of which securities or different property are delivered in alternate for or in lieu of Deposited Securities.
After the date so fastened for termination, the Depositary
and its brokers will carry out no additional acts underneath the Deposit Agreement and this ADR, besides to obtain and maintain (or promote) distributions
on Deposited Securities and ship Deposited Securities being withdrawn. As quickly as practicable after the date so fastened for termination,
the Depositary shall use its affordable efforts to promote the Deposited Securities and shall thereafter (so long as it could lawfully do
so) maintain in an account (which can be a segregated or unsegregated account) the online proceeds of such gross sales, along with some other money
then held by it underneath the Deposit Agreement, with out legal responsibility for curiosity, in belief for the professional rata advantage of the Holders
of ADRs not theretofore surrendered. After making such sale, the Depositary shall be discharged from all obligations in respect of the
Deposit Agreement and this ADR, besides to account for such internet proceeds and different money. After the date so fastened for termination, the
Company shall be discharged from all obligations underneath the Deposit Agreement aside from its obligations to the Depositary and its brokers.
Notwithstanding something on the contrary, in connection
with any termination pursuant to this paragraph (17), the Depositary might, in its sole discretion and with out discover to the Company, set up
an unsponsored American depositary share program (on such phrases because the Depositary might decide) for the Shares and make accessible to
Holders a method to withdraw the Shares represented by the ADSs issued underneath the Deposit Agreement and to direct the deposit of such Shares
into such unsponsored American depositary shares program, topic, in every case, to receipt by the Depositary, at its discretion, of
the charges, prices and bills offered for in paragraph (7) hereof and the charges, prices and bills relevant to the unsponsored
American depositary share program.
(18) Appointment; Acknowledgements and Agreements.
Each Holder and every Beneficial Owner, upon acceptance of any ADSs or ADRs (or any curiosity in any of them) issued in accordance with
the phrases and situations of the Deposit Agreement shall be deemed for all functions to (a) be a celebration to and certain by the phrases of the
Deposit Agreement and the relevant ADR(s), (b) appoint the Depositary its attorney-in-fact, with full energy to delegate, to behave on
its behalf and to take any and all actions contemplated within the Deposit Agreement and the relevant ADR(s), to undertake any and all procedures
essential to adjust to relevant legislation and to take such motion because the Depositary in its sole discretion might deem mandatory or applicable
to hold out the needs of the Deposit Agreement and the relevant ADR(s), the taking of such actions to be the conclusive determinant
of the need and appropriateness thereof, and (c) acknowledge and agree that (i) nothing within the Deposit Agreement or any ADR shall
give rise to a partnership or three way partnership among the many events thereto nor set up a fiduciary or comparable relationship amongst such events,
(ii) the Depositary, its divisions, branches and associates, and their respective brokers, might sometimes be within the possession
of personal details about the Company, Holders, Beneficial Owners and/or their respective associates, (iii) the Depositary and
its divisions, branches and associates might at any time have a number of banking relationships with the Company, Holders, Beneficial Owners
and/or the
associates of any of them, (iv) the Depositary and its divisions, branches
and associates might, sometimes, be engaged in transactions by which events antagonistic to the Company or the Holders or Beneficial
Owners might have pursuits, (v) nothing contained within the Deposit Agreement or any ADR(s) shall (A) preclude the Depositary or any of its
divisions, branches or associates from partaking in such transactions or establishing or sustaining such relationships, or (B) obligate
the Depositary or any of its divisions, branches or associates to reveal such transactions or relationships or to account for any revenue
made or cost acquired in such transactions or relationships, (vi) the Depositary shall not be deemed to have data of any info
held by any department, division or affiliate of the Depositary and (vii) discover to a Holder shall be deemed, for all functions of the Deposit
Agreement and this ADR, to represent discover to any and all Beneficial Owners of the ADSs evidenced by such Holder’s ADRs. For
all functions underneath the Deposit Agreement and this ADR, the Holder hereof shall be deemed to have all requisite authority to behave on behalf
of any and all Beneficial Owners of the ADSs evidenced by this ADR.
(19) Waiver. EACH PARTY TO THE DEPOSIT AGREEMENT
(INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER OF, AND/OR HOLDER OF INTERESTS IN, ADSS OR ADRS) HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING
AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES,
THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER
BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY), INCLUDING, WITHOUT LIMITATION, ANY SUIT, ACTION OR PROCEEDING UNDER THE UNITED
STATES FEDERAL SECURITIES LAWS.
(20) Elective Distributions in Cash or Shares. Whenever the Company
intends to distribute a dividend payable on the election of the holders of Shares in money or in extra Shares, the Company shall
give discover thereof to the Depositary a minimum of 30 days previous to the proposed distribution stating whether or not or not it needs such elective
distribution to be made accessible to Holders. Upon receipt of discover indicating that the Company needs such elective distribution to
be made accessible to Holders, the Depositary shall seek the advice of with the Company to find out, and the Company shall help the Depositary
in its willpower, whether or not it’s lawful and fairly practicable to make such elective distribution accessible to the Holders. The
Depositary shall make such elective distribution accessible to Holders provided that (i) the Company shall have well timed requested that the elective
distribution is obtainable to Holders, (ii) the Depositary shall have decided that such distribution is fairly practicable and
(iii) the Depositary shall have acquired passable documentation inside the phrases of Section 14 of the Deposit Agreement together with,
with out limitation, any authorized opinions of counsel in any relevant jurisdiction that the Depositary in its affordable discretion might
request, on the expense of the Company. If the above situations are usually not happy, the Depositary shall, to the extent permitted by legislation,
distribute to the
Holders, on the premise of the identical willpower as is made within the native
market in respect of the Shares for which no election is made, both (x) money or (y) extra ADSs representing such extra Shares.
If the above situations are happy, the Depositary shall set up a report date and set up procedures to allow Holders to elect
the receipt of the proposed dividend in money or in extra ADSs. The Company shall help the Depositary in establishing such procedures
to the extent mandatory. Nothing herein shall obligate the Depositary to make accessible to Holders a way to obtain the elective dividend
in Shares (relatively than ADSs). There could be no assurance that Holders or Beneficial Owners typically, or any Holder and/or Beneficial
Owner specifically, can be given the chance to obtain elective distributions on the identical phrases and situations because the holders
of Shares.
JP
Morgan Chase Bank, N.A. – ADR Depository F-6
Exhibit
99.(d)
June
17, 2021
|
JPMorgan 383 New |
| Re: | Registration Statement on Form F-6 – American Depositary Shares evidenced by American Depositary Receipts for deposited odd shares of DNB Bank ASA |
Ladies
and Gentlemen:
We
have acted as counsel to JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), in reference to the Registration
Statement on Form F-6 (the “Registration Statement”) to be filed on the date hereof with the Securities and Exchange Commission
(the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), by the authorized entity
created by the Deposit Agreement (as outlined under) and DNB Bank ASA, an organization organized underneath the legal guidelines of the Kingdom of Norway
(the “Company”), regarding as much as 50,000,000 American Depositary Shares (“ADSs”), to be evidenced by American
Depositary Receipts (“ADRs”), every ADS to initially signify, topic to the phrases and situations of the Deposit Agreement
and the ADRs, the fitting to obtain one (1) odd share of the Company. The ADSs can be issued pursuant to the Deposit Agreement (the
“Deposit Agreement”) to be entered into among the many Company and its successors, the Depositary and all holders and helpful
homeowners sometimes of ADRs issued thereunder, a draft copy of which is being filed as Exhibit (a) to the Registration Statement.
Capitalized phrases used herein that aren’t herein outlined shall have the meanings assigned to them within the Deposit Agreement.
In
reference to this opinion, we now have examined originals or copies, licensed or in any other case recognized to our satisfaction, of such paperwork
as we thought-about mandatory or applicable to allow us to render this opinion, together with however not restricted to the Registration Statement,
the Deposit Agreement and the Form of ADR included as Exhibit A to the Deposit Agreement, in addition to such different company data, certificates
and devices as we now have deemed mandatory or applicable for functions of rendering the opinions set forth herein.
|
JPMorgan Chase Bank, Page June 17, 2021 |
 |
In
rendering this opinion, we now have assumed the genuineness and authenticity of all signatures, together with digital signatures, on unique
paperwork; the authorized capability, competency and authority of all people; the authenticity of all paperwork submitted to us; the conformity
to originals of all paperwork submitted to us as licensed, digital, facsimile, conformed, photostatic or different copies; the accuracy
and completeness of all paperwork and data reviewed by us; the accuracy, completeness and authenticity of certificates issued by any
governmental official, workplace or company and the absence of change within the info contained therein from the efficient date of any
such certificates; and that the related Deposited Securities could have been legally issued and duly deposited with a Custodian underneath
and in accordance with all relevant legal guidelines and laws.
Subject
to the constraints set forth under, we now have made such examination of legal guidelines and laws as we now have deemed mandatory or applicable
for the needs of expressing the opinions set forth on this letter. We categorical no opinion with regard to the applicability or impact
of the legislation of any jurisdiction apart from, as in impact on the date of this letter, (i) the interior legal guidelines of the State of New York and
(ii) the federal legal guidelines of the United States of America.
Based
upon and topic to the foregoing, and assuming that, on the time of their issuance, the Registration Statement could have been declared
efficient by the Commission and the Deposit Agreement could have been duly approved, executed and delivered by the events thereto with
the ADR ratio set within the type of ADR hooked up as Exhibit A thereto, we’re of the opinion that the ADSs coated by the Registration Statement,
when issued in accordance with the phrases of the Deposit Agreement and the Registration Statement, can be legally issued and can entitle
the registered holders thereof to the rights specified within the Deposit Agreement and the ADRs.
This
opinion letter offers solely with the desired authorized points expressly addressed herein, and you shouldn’t infer any opinion that’s not
explicitly addressed herein from any matter acknowledged on this letter.
We
hereby consent to the usage of this opinion as Exhibit (d) to the Registration Statement. In giving such consent, we don’t hereby admit
that we’re inside the class of individuals whose consent is required underneath Section 7 of the Securities Act and the principles and laws
thereunder. This opinion is rendered to you as of the date hereof and we assume no obligation to advise you or some other particular person hereafter
with regard to any change after the date hereof within the circumstances or the legislation that will bear on the issues set forth herein although
the change might have an effect on the authorized evaluation or a authorized conclusion or different issues on this opinion letter.
Very really yours, |
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|
/s/ |
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| Troutman Pepper Hamilton Sanders LLP |
