Certain Ordinary Shares of DOF Group ASA are subject to a Lock-Up Agreement Ending on 22-DEC-2023. These Ordinary Shares will be under lockup for 185 days starting from 20-JUN-2023 to 22-DEC-2023.

Details:
Pursuant to a lock-up undertaking to be included in the Placing Agreement, the Company is expected to undertake that it will not, without the prior written consent of the Managers, which shall not be unreasonably withheld, during the period from the date of the Placing Agreement and until 6 months from the first day of trading of the Ordinary Shares on Oslo Stock Exchange, or alternatively Euronext Expand, (i) issue or offer to issue any Shares or any options, warrants, convertible bonds or other securities convertible or exchangeable into Shares (ii) sell, pledge, lend, grant any option to purchase or otherwise dispose of or offer or agree to dispose of any Shares owned by the Company as of the date of this Agreement or subsequently acquired by the Company or any options, warrants, convertible bonds or other securities convertible or exchangeable into Shares; (iii) enter into swap agreements or other agreements with a similar economic effect to the transactions referred to in (i) or (ii) above, (iv) engage in any marketing activities, investor dialogue or bookbuilding process with a view to a sale or placement of any Shares (v) publicly announce any intention to effect any transaction of the types specified in (i), (ii) and (iii) above. The foregoing shall not apply to: (i) the issuance of Shares as part of the Offering and the exercise of the Greenshoe Option or (ii) the issue and/or transfer of Shares pursuant to any existing employee incentive or share savings plan or as part of any future employee incentive plans or agreements (iii) the issue of any Shares upon conversion of existing debt that can be required converted to Shares; (iv) the conversion of B Shares to Ordinary Shares (and listing of such shares) pursuant to the articles of association of the Company; or (v) the transfer of the treasury shares currently held in escrow on a separate ISIN number by the Company on behalf of DNB Bank ASA and Eksportfinansiering Norge as part of the comprehensive financial restructuring of the Company and its subsidiaries.
Pursuant to additional lock-up undertakings, the Board Members, the management and the general managers of the Company's subsidiaries will undertake that they will not, directly or indirectly, without the prior written consent of the Managers, during the period up to and including the date falling 12 months from the first day of trading of the Ordinary Shares on Oslo Stock Exchange, or alternatively Euronext Expand (1) sell, offer to sell, contract or agree to sell, hypothecate, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, or warrants or other rights to purchase Shares, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Shares or any securities convertible into or exercisable or exchangeable for Shares, or warrants or other rights to purchase Shares, whether any such transaction is to be settled by delivery of Shares or such other securities, in cash or otherwise, or (3) publicly announce an intention to effect any transaction specified in clause (1) or (2), provided, however, that the foregoing shall not apply to: (A) the sale or other transfer of Shares as part of the Offering, (B) the pre-acceptance or acceptance of a takeover offer for all of the Shares in the Company or a legal merger, or (C) any transfer of Shares to a company wholly owned or directly or indirectly controlled by any of the Board Members, the management or any of the general managers of the Company's subsidiaries, provided that such company (i) assume the obligations set forth in the lock-up undertaking and (ii) remain wholly owned or under the direct or indirect control by the undersigned for the remaining part of the period set out above.
Pursuant to a lock-up undertaking, certain Board Members, and certain members of the management that subscribed for shares on 8 June 2023 have undertaken that they will not, directly or indirectly, without the prior written consent of the Company, during the period up from the date of the undertaking to and including the date falling 36 months from the first day of trading of the Ordinary Shares on the Oslo Stock Exchange or alternatively Euronext Expand, for 2/3 of the subscribed Ordinary Shares and 2 years for 1/3 of the subscribed Ordinary Shares (1) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any subscribed shares or any securities convertible into or exercisable or exchangeable for the subscribed shares, or warrants or other rights to purchase the subscribed shares, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the subscribed shares or any securities convertible into or exercisable or exchangeable for the subscribed shares, or warrants or other rights to purchase Shares, whether any such transaction is to be settled by delivery of Shares or such other securities, in cash or otherwise, or (3) market or seeking investor interest for its Subscription Shares, or publicly announce an intention to effect any transaction specified in clause (1) or (2), provided, however, that the foregoing shall not apply to: (A) any transfer of Subscription Shares to a company wholly owned or directly or indirectly controlled by the Shareholder provided that such company (i) assumes the obligations set forth in this Lock-up Undertaking and (ii) remain wholly owned or directly or indirectly controlled by the Shareholder for the remaining part of the period set out above, (B) the pre-acceptance or acceptance of a takeover offer for all of the Shares in the Company.