EAM – STABILISATION AND OVER-ALLOTMENT OPTION NOTICE
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Reference is made to stock exchange notice of 20 March 2013, in which EAM Solar (“EAM Solar” or
the “Company”, OSE ticker: EAM) announced the successful completion of the bookbuilding period for
its initial public offering on Oslo Axess (the “Offering”).
Carnegie AS (the “Stabilisation Manager”), on behalf of the Joint Bookrunners, may engage in
stabilisation activities in the shares of EAM Solar from the opening of trading on Oslo Axess on 26
March 2013 until the close of trading on 25 April 2013 (the “Stabilisation Period”). The stabilisation
transactions are aimed to support the market price of the shares of EAM Solar.
In connection with the Offering, the Stabilisation Manager has borrowed shares from Sundt AS and
over-allotted to the applicants in the Offering 112,000 shares in EAM Solar, equalling 10% of the total
number of Offer Shares allotted in the Offering before over-allotments. Furthermore, the Company has
granted the Stabilisation Manager an over-allotment option (the “Over-Allotment Option”) pursuant to
which the Stabilisation Manager may subscribe for up to 112,000 new shares in EAM Solar at a price
per share of NOK 100.00, which is equal to the offer price in the Offering (the “Offer Price”). The Over-
Allotment Option may be exercised at any time, and from time to time, within the Stabilisation Period.
The Stabilisation Manager may close out the short position created by over-allotting shares by buying
shares in the open market through stabilisation activities and/or by exercising the Over-Allotment
Option.
The Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) may effect
transactions that stabilise or maintain the price of the shares of EAM Solar at a level higher than that
which might otherwise prevail, by buying shares in EAM Solar in the open market at prices equal to or
lower than (but not above) the Offer Price. However, there is no obligation on the Stabilisation
Manager (or any person acting on behalf of the Stabilisation Manager) to do so. Moreover, there is no
assurance that the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager)
will undertake stabilisation activities. If stabilisation activities are undertaken they may be stopped at
any time, and must be brought to an end upon or before expiry of the Stabilisation Period.
Within one week after the end of the Stabilisation Period, the Stabilisation Manager and the Company
will jointly publish a statement through the information system of the Oslo Stock Exchange under the
Company’s ticker with information as to whether or not any stabilisation activities have been
undertaken, including the date at which stabilisation started, the date at which stabilisation last
occurred, and the price range within which stabilisation was carried out for each of the dates during
which stabilisation transactions were carried out.
Any stabilisation activities will be conducted in accordance with section 3-12 of the Norwegian
Securities Trading Act and Commission Regulation (EC) No. 2273/2003 implementing Directive
2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back
programmes and stabilisation of financial instruments.
For further details see the prospectus dated 8 March 2013 issued by EAM Solar in connection with the
Offering and the listing of its shares on the Oslo Axess.
***
25 March 2013
Carnegie AS
Important Notice:
This announcement is not and does not form a part of any offer for sale of securities. This
announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any
applicable implementing measures in any Member State, the “Prospectus Directive”).
The distribution of this announcement may be restricted by law in certain jurisdictions. The Company
assumes no responsibility in the event there is a violation by any person of such restrictions. Persons
into whose possession this announcement or such other information should come are required to
inform themselves about and to observe any such restrictions. This announcement may not be used
for, or in connection with, and does not constitute, any offer of securities for sale in the United States.
This announcement is not for publication or distribution, directly or indirectly, in the United States
(including its territories and possessions, any state of the United States and the District of Columbia).
This announcement does not constitute or form part of any offer or solicitation to purchase or
subscribe for securities in the United States.
The securities referred to in this announcement have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or
sold in the United States absent registration or an exemption from the registration requirements of the
Securities Act and in accordance with applicable U.S. state securities laws. The Company does not
intend to register any part of the offering in the United States or to conduct a public offering of
securities in the United States.
The contents of this announcement have been prepared by and are the sole responsibility of the
Company. The financial advisors are acting exclusively for the Company and no one else, and will not
be responsible to anyone other than the Company for providing the protections afforded to their
clients, or for advice in relation to the contents of this announcement or any of the matters referred to
herein.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian
Securities Trading Act.