English version - Hexagon Composites ASA

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COMROD COMMUNICATION ASA – LISTING ON THE OSLO STOCK EXCHANGE 4.2.7 Relationship with Creditors The Demerger resolution was reported to the Norwegian Register of Business Enterprises and a public notice was issued on 8 November 2006. The creditors of Hexagon and Comrod will have the right to object to the consummation of the Demerger until 8 January 2007. By 8 January 2007 there have been no objections to the Demerger. If a creditor with an undisputed and due claim raises an objection, the Demerger cannot be consummated before the claim has been settled. If a creditor with a disputed claim or a claim which is not yet due raises any objection, the Demerger cannot be consummated unless the claim has been settled, adequate security has been placed to the benefit of the creditor, or Hexagon has obtained a final ruling from a Norwegian court decision that the Demerger may nevertheless be consummated and registered with the Register. Under the Norwegian Public Limited Companies Act, Comrod will be secondarily liable following consummation of the Demerger for the obligations of Hexagon upon the Completion Date. Conversely, Hexagon will be secondarily liable for the obligations of Comrod upon the Completion Date. To minimize cross liabilities following completion of the Demerger, Hexagon and Comrod have used, and will continue to use until and after the Completion Date, their best efforts to obtain waivers releasing Hexagon from secondary liability in respect of the Communication Business, and waivers releasing Comrod from secondary liability relating to the Composites Business. However, no assurance can be given that such replacements and waivers will be obtained for all the current obligations of Hexagon and Comrod, respectively. To the extent that Hexagon or the other Hexagon Companies after the Completion Date continue to be directly liable (as distinguished from the secondary joint and several liability under section 14-11 of the Public Limited Companies Act) for contingent or actual liabilities owned by the Comrod Companies to third parties, Comrod will pay to Hexagon a guarantee fee calculated on the basis of the guaranteed sum at a rate equal to the average margin paid by Comrod on its interest-bearing debt for the continuation of such guarantees. 4.2.8 Tax Matters Hexagon believes that the Demerger complies with the requirements for a tax-free transaction in Norway. Accordingly, it is expected that the Demerger should not give rise to any Norwegian taxes for Hexagon. Comrod will take over Hexagon’s tax position with respect to the assets and liabilities transferred to Comrod in the Demerger. The Demerger will for Norwegian tax purposes take effect as of the Effective Date, which means that items of income and expenses generated by Hexagon from such date will, to the extent related to the operations transferred to Comrod in the Demerger, be attributed to Comrod for tax purposes. 4.2.9 Employees and Pension Rights and Liabilities The Demerger will have no direct effect on the employment relationship for the employees under the Communication Business. The employees of the various subsidiaries of Hexagon will not be directly affected by the Demerger. Comrod has separate pension funds. The Demerger will not involve redundancies and it is not expected that the Demerger will have other significant consequences for the employees. 23
COMROD COMMUNICATION ASA – LISTING ON THE OSLO STOCK EXCHANGE 4.2.10 Demerger-Related Agreements between Hexagon and Comrod In connection with the Demerger, the Hexagon Companies and the Comrod Companies have entered into, or will enter into, certain agreements that will regulate the continuation of a transitional period for established commercial connections between the Communication Business and the Composites Business, including a framework and service agreement giving Comrod the necessary support for financial reporting and Investor Relations following consummation of the Demerger. The terms and conditions of the agreements between Hexagon and Comrod are, or will be, in general based on arm’s length principles. The agreements will be terminated as soon as practically possible. 4.3 VPS-registration and trading of the new Shares on The Oslo Stock Exchange The Company was registered with the Register of Business Enterprises on 23 September 2006. The Company’s Shares will be expected to be listed on the Oslo Stock Exchange, SMB list, following the publication of this Prospectus. This is expected to take place on or about 22 January 2007. The Company’s ticker code will be COMROD and one round lot is expected to be 500 Shares. The Company is registered in the VPS with the ISIN no. 001 0338445. 4.4 The Company's share capital following the Demerger and the Directed Issue Following the Demerger, the Company’s share capital will be NOK 16,938,649 divided into 16,938,649 Shares each with par value NOK 1.00. 4.5 Rights conferred on the Shares The Shares carry full shareholders’ rights in the Company from the time of registration of the share capital increase with the Norwegian Register of Business Enterprises (Foretaksregisteret), see section 4.3. The Shares carry right to dividends, if any, from and including the financial year 2006 for any dividends which are resolved distributed after the share capital increase is registered in the Norwegian Register of Business Enterprises. For a description of rights attaching to Shares in the Company, see chapter 9, “Share Capital and Shareholder Matters” of this Prospectus. 4.6 Manager First Securities ASA is Manager of the Demerger and the listing of the Company’s shares at the Oslo Stock Exchange. The Manager’s address is: First Securities ASA, Fjordalléen 16, P.O. Box 1441 Vika, 0115 Oslo, Norway. 4.7 Legal counsel The Company’s Norwegian legal counsel is Advokatfirmaet Schjødt AS, Dronning Maudsgt. 11, P.O. Box 2444 Solli, 0201 Oslo, Norway. 4.8 Expenses The costs related to the Demerger and the listing of the Company at the Oslo Stock Exchange will be paid by Hexagon. Comrod will have no expenses related to the Demerger. No expenses or taxes will be charged to Hexagon’s or Comrod’s shareholders in connection with the Demerger and the listing of the Shares at the Oslo Stock Exchange. 24
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