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COMROD COMMUNICATION ASA – LISTING ON THE OSLO STOCK EXCHANGE 4.2.2 Allocation of Assets, Rights and Liabilities pursuant to the Demerger Plan Upon consummation of the Demerger, the assets, rights and liabilities relating to the Communication Business shall be transferred to Comrod. The transferred assets consist primarily of the shares in Comrod AS (and indirectly of shares in its subsidiaries). All assets, rights and liabilities presently owned by Hexagon and not transferred as part of the Demerger, shall remain with Hexagon. For purposes of the Demerger, Comrod will as of the Completion Date be deemed to have received a loan from Hexagon of MNOK 12.8 which shall be settled in cash on the Completion Date, unless Hexagon has given its consent to the extension of the loan, whether in part or in whole, beyond the Completion Date, on terms to be agreed between the parties. If either Comrod or Hexagon after consummation of the Demerger identifies that any of the assets and rights of Hexagon and its subsidiaries primarily relates to and are required for the operation of the Comrod Business, Hexagon shall procure, to the extent possible, that such assets and rights (and the liabilities related thereto) shall be assigned to Comrod free of any additional consideration. This principle shall apply in the same manner if Hexagon or Comrod identifies that any of the assets and rights of the Comrod Companies primarily relate to and are required for the operation of the Composite Business. 4.2.3 Share Split Ratio; Issuance of new shares The split ratio for the Demerger is derived from estimates of the fair value of the Communication Business relative to the estimates of the fair value of Hexagon. The Board of Directors of Hexagon and Comrod have determined that the Demerger entails an allocation of the fair values in the ratio of 74,51 % to Hexagon and 25,49 % to Comrod. The share capital and share premium fund of Hexagon is consequently allocated in the same ratio of 74,51 % to Hexagon and 25,49 % to Comrod. Comrod’s Board of Directors and Hexagon’s Board of Directors are of the opinion that the legal requirements for Norwegian tax-free treatment of the Demerger are met by the above allocation. The reduction of share capital in Hexagon will be effected by way of a reduction in the par value of each share. The capital increase in Comrod will be accomplished by issuance of 1 new Comrod Share for each 10 Hexagon-shares. Consistent with the ratio described above, the par value of each Hexagon share will be reduced from NOK 0,125 to NOK 0.093. The par value will then be increased to NOK 0.10 through a capital increase by transfer from the Hexagon’s premium fund, which was adopted by the extraordinary general meeting 6 November 2006. The par value of each Comrod Share will continue to be NOK 1.00. This will be accomplished in the following manner: The share capital of Hexagon will be reduced by NOK 4,047,283.72 from NOK 15,879,983.50 to NOK 11,832,699,78 through reduction of the par value for each share from NOK 0.125 to NOK 0.093. The share premium fund will be reduced from NOK 143,059,893.29 to NOK 106,598,647.74. Comrod’s share capital will be increased by NOK 12,703,987.00 from NOK 1,000,000.00 to NOK 13,703,987.00 through the issue of 12,703,987 new shares each with a par value of NOK 1.00 in the ratio of one Share per 10 Hexagon shares. The Share Premium Fund is increased from NOK 0.00 to NOK 27,804,542.28. Comrod was incorporated with 1.000.000 shares owned by Hexagon. Prior to the Completion of the Demerger, 17 January 2007, there was an extraordinary general meeting in Comrod Communication ASA which adopted a directed issue of new Shares at market value towards Hexagon, to be paid and registered immediately following the Completion of the Demerger 19 January 2007, designed to give Hexagon a 25.00 % ownership interest in Comrod following the Demerger. In this transaction, 3,234,662 Shares will be issued, by conversion of debt of NOK 55,667,097, which equals a subscription price of NOK 17.21 per Share. The debt which will be used for the conversion is currently from Comrod AS to Hexagon Composites ASA, but will be transferred to Comrod 21
COMROD COMMUNICATION ASA – LISTING ON THE OSLO STOCK EXCHANGE Communication ASA immediately following the consummation of the Demerger. The transaction does not invoke any further costs for the Company. 4.2.4 Distribution of Shares in the Demerger Upon consummation of the Demerger, shareholders in Hexagon will receive one Share with a par value of NOK 1.00 for every 10 shares in Hexagon they held on the last day of trading before the consummation of the Demerger (expected to be 19 January 2007). The existing Shares and the shares issued in the directed issue, all of which are held by Hexagon, will immediately after consummation of the Demerger represent 25.00 % of the total number of Shares. The Shares to be issued to the holders of Hexagon shares upon consummation of the Demerger will constitute the remaining 75.00 % of the Shares. 4.2.5 Conditions of the Consummation of the Demerger Consummation of the Demerger is subject to the following conditions: All consents, both contractual and governmental, required for the consummation of the Demerger shall have been obtained or waived. Oslo Stock Exchange shall have consented to Comrod being listed immediately after registration of the new Shares issued in connection with the Demerger with the VPS. Satisfactory long-term financing and insurance for both both Comrod and Hexagon shall have been established. There shall be no outstanding indebtness between any of the subsidiaries under Comrod and the subsidiaries of Hexagon, other than the debts described in the Demerger Plan. The deadline for objections from the creditors pursuant to section 14-7 cf. section 13-15 of the Public Limited Companies Act shall have expired for both Comrod and Hexagon, and the position regarding any creditors who have raised objections has been settled or Hexagon shall have obtained a final ruling from Norwegian courts regarding any such objections concluding that the Demerger may nevertheless be consummated and registered with the Register. No circumstance having a material adverse effect on the business, property, result of operation or financial condition of the Hexagon Companies or the Comrod Companies shall have occurred, unless the Board of Directors of Hexagon is of the opinion that it will be in the interest of the shareholders of Hexagon to nevertheless consummate the Demerger. There shall be no decision by a subsequent extraordinary general meeting of Hexagon, pursuant to a calling notice from the Hexagon Board of Directors or otherwise to cancel the Demerger. 4.2.6 Consummation of the Demerger If the conditions of the consummation of the Demerger are satisfied, or where applicable waived, the respective Boards of Directors of Hexagon and Comrod will approve the consummation of the Demerger, after which notice of consummation of the Demerger will be filed with the Norwegian Register of Business Enterprises. Consummation of the Demerger is expected to occur on or about 19 January 2007 (after the closing of trading at the Oslo Stock Exchange). As soon as practicable thereafter Comrod will cause the new Shares to register in the name of the registered holders of Hexagon shares with the VPS, which is expected to occur on or about 24 January 2006. 22
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