Marco referencial

7.1 Underwriting Agreement with HAL

In accordance with the Underwriting Agreement, HAL has agreed to (i) exercise all Rights granted to it in the Offering by the Company and (ii) subscribe for all Remaining Offer Shares, in each case against payment of the Issue Price for each Offer Share.

In the Underwriting Agreement, the Company has given certain representations and warranties and undertakings to HAL. The Company also agreed to indemnify HAL against certain liabilities in connection with the Offering. See "The Offering – Underwriting Agreement".

7.2 Coordination Agreement with Joint Global Coordinators

On 2 April 2013, the Company and the Joint Global Coordinators entered into a coordination agreement (the Coordination Agreement). Under the Coordination Agreement, the Company acknowledges, agrees and confirms that the provision of services by the Joint Global Coordinators thereunder provides for neither express nor implied commitment by any of the Joint Global Coordinators: (i) to underwrite, purchase or subscribe for any Offer Shares; (ii) that the Offering will result in an active trading market in the Ordinary Shares or (iii) to establish and/or support any trading levels for the Ordinary Shares. The Company furthermore has given certain representations and warranties and undertakings to the Joint Global Coordinators. The Company also agreed to indemnify the Joint Global Coordinators against certain liabilities in connection with the Offering. The Coordination Agreement is subject to certain conditions customary for this type of agreement. A termination of the Coordination Agreement, however, does not cause the withdrawal of the Offering.

7.3 Conditions to the Offering

The Underwriting Agreement provides that HAL's obligations to participate in the Offering by exercising prior to the end of the Exercise Period all Rights that HAL is allocated in the Offering and to subscribe and pay for any Remaining Offer Shares are subject to the fulfilment, or discretionary waiver by HAL, or, as applicable, by HAL and the Company collectively, of certain conditions, including but not limited to (i) a material adverse change in the condition, business, earnings, net asset value or operations of the Group, (ii) receipt of customary documentation, (iii) the making of necessary filings with or obtaining confirmations from regulatory authorities, Euronext Amsterdam and Euroclear Nederland, (iv) no breach by the Company of any of the representations and warranties given by the Company to HAL in the Underwriting Agreement having occurred, (v) the YME Agreement continuing in full force and effect, it has not been amended in any material adverse aspect and Talisman, a National Agency of the Kingdom of Norway and/or any of the YME Joint Venture Partners has not challenged the YME Agreement such that the validity or implementation of the YME Agreement is affected towards the Company and (vi) certain other conditions.

If any or all of the conditions to the Underwriting Agreement are not met in time or not waived by HAL or, as applicable, by HAL and the Company collectively, or if the YME Agreement is no longer in full force and effect or has been amended in any material adverse aspect or its validity or any of its terms is being challenged by Talisman, a National Agency of the Kingdom of Norway and/or any of the YME Joint Venture Partners such that the validity or implementation of the YME Agreement is affected towards the Company prior to payment for and delivery of the Offer Shares, HAL's obligations to participate in the Offering by exercising prior to the end of the Exercise Period all Rights that HAL is allocated in the Offering and to subscribe and pay for any Remaining Offer Shares will lapse. In this event, the Offering will be withdrawn. Consequently, (i) both the exercised and unexercised Rights granted will lapse without compensation to their holders, (ii) subscriptions for, and allotments of Offer Shares that have been made will be disregarded, and (iii) any subscription payments made and received by the Company or the Subscription, Listing and Paying Agent will be returned without interest or compensation. The lapsing of Rights will be without prejudice to the validity of any trades in Rights that have been settled. Any non-settled trades in Rights that have occurred on Euronext

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Amsterdam will be deemed null and void. There will be no refund or compensation in respect of Rights purchased in the market or in any other manner.

7.4 Lock-up arrangements

In the Coordination Agreement, the Company has agreed with the Joint Global Coordinators that as of the date hereof until 180 days after the date of this Prospectus, the Company shall not without the prior written consent of the Joint Global Coordinators, directly or indirectly,:

(a) issue, offer, sell, lend, deposit, mortgage, create liens over or any other security interest over, charge, assign, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell or issue, grant (whether by way of warrant, convertible or exchangeable security or otherwise) any option to subscribe for or purchase any Ordinary Shares, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any rights in respect of any securities convertible into or exercisable or exchangeable for, or substantially similar to, Ordinary Shares; or

(b) enter into any swap or any other transaction, of whatever kind, which directly or indirectly leads to a total or partial transfer to one or more third parties of any interest in the Company's Ordinary Shares, legal or economic, or which in any way whatsoever fixes, limits or transfers any risk arising from the possibility of price movement, up or down, in respect of such an interest, whether any such swap or transaction described above is to be settled by delivery of Ordinary Shares, in cash or otherwise; or (c) agree to do, or publicly announce any intention to enter into, any of the transactions described in (a)

or (b) above (the Lock-up Obligations), whether any such transaction described in (a) or (b) above is to be settled by delivery of Ordinary Shares, in cash or otherwise.

These lock-up arrangements do not apply to any Ordinary Shares or rights to Ordinary Shares issued to employees of the Group or the Management Board under any incentive or similar plans.

Pursuant to the Underwriting Agreement, HAL has agreed with the Company that, for a period of 365 days after the date of the Underwriting Agreement, it will not transfer or dispose of any of the Private Placement Shares, the Offer Shares allocated to HAL as Shareholder and all the Remaining Offer Shares.

8. SELLING AND TRANSFER RESTRICTIONS