VOLUNTARY OFFER TO ACQUIRE ALL OUTSTANDING SHARES IN. Awilco Offshore ASA. made by COSL NORWEGIAN AS

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1 VOLUNTARY OFFER TO ACQUIRE ALL OUTSTANDING SHARES IN Awilco Offshore ASA made by COSL NORWEGIAN AS Offer Price: NOK 85 per share in Awilco Offshore with settlement in cash Acceptance Period: From and including 18 July 2008 to and including 15 August 2008 at 16:30 CET (subject to extension) This Offer Document has been prepared by COSL Norwegian AS (the Offeror ) in order to document the terms and conditions of its voluntary tender offer (the Offer ) to acquire the shares in Awilco Offshore ASA (the Company ) pursuant to section 6-19 of the Norwegian Securities Trading Act of 29 June 2007 no. 75 (the Securities Trading Act ). This Offer Document and the Offer have been reviewed and approved by Oslo Børs pursuant to section 6-14 of the Securities Trading Act. Shareholders of the Company must rely upon their own examination of the Offer and should study this Offer Document carefully and, if necessary, seek independent advice concerning the Offer and this Offer Document. The issue and distribution of this Offer Document does not imply in any way that the information included herein continues to be correct and complete at any date subsequent to the date of this Offer Document. With the exception of the Offeror, no person is entitled or authorized to provide any information or make any representations in connection with the Offer other than the information included in this Offer Document. If such information or representation is provided or made by any other party than the Offeror, such information or representation, as the case may be, should not be relied upon as having been provided or made by or on behalf of the Offeror. Shareholders of the Company not resident in Norway are advised that their ability to accept the Offer may be limited or prohibited by the laws of their jurisdiction and that no actions have been taken to register or qualify the Offer in any jurisdiction outside of Norway. THE OFFER IS NOT BEING MADE AND DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION TO ANY PERSON WHERE THE MAKING OR ACCEPTANCE OF THE OFFER OR SOLICITATION WOULD BE IN VIOLATION OF THE LAWS OR REGULATIONS OF SUCH JURISDICTION. Neither the Offer Document nor any related Acceptance Forms may be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law or regulation. Shareholders wanting to accept the Offer must satisfy themselves as to the due observance of the laws in the jurisdictions relevant to them, including all applicable securities laws and regulations, the receipt of any necessary governmental consent and the payment of any taxes due. Joint Financial Advisors 17 July 2008

2 TABLE OF CONTENTS 1 ISSUER OF THE OFFER DOCUMENT KEY TERMS OF THE OFFER BACKGROUND FOR THE OFFER THE OFFER TAXATION NORSKSAMMENDRAG (NORWEGIAN SUMMARY)...20 APPENDIX 1 APPENDIX 2 APPENDIX 3 RECOMMENDATION BY THE BOARD OF DIRECTORS OF AWILCO OFFSHORE ASA ACCEPTANCE FORM AKSEPTFORMULAR (NORWEGIANLANGUAGE ACCEPTANCE FORM) 3

3 1 ISSUER OF THE OFFER DOCUMENT This Offer Document has been prepared by the Offeror in accordance with the Securities Trading Act to provide the shareholders of the Company with a basis for evaluating the Offer by the Offeror to acquire the Shares in the Company as presented herein. The Offeror undertakes no responsibility for the correctness or completeness of information regarding the Company set out herein, which has exclusively been derived from public sources. 17 July 2008 The Board of Directors of COSL Norwegian AS Li Yong Chairman Yu Zhan Hai Egil Bergsaker 4

4 2 KEY TERMS OF THE OFFER The following is a summary of the main terms and conditions of the Offer: Offeror... COSL Norwegian AS, business registration number Target... Awilco Offshore ASA, business registration number (the Company, and together with its subsidiaries, the Company Group ). Offer Price... NOK 85 per share in the Company. If the Company should resolve to distribute dividends or other cash distributions to the Company s shareholders, the Offeror may unless the Offer is withdrawn in accordance with the conditions set out in section 4.3 Conditions for Completion of the Offer adjust the Offer Price to compensate for the effects of such dividend or other cash distribution. If such adjustment is made, the acceptance by a previously accepting shareholder shall be deemed an acceptance of the Offer as revised. Blocking of tendered Shares... Acceptance Period... Conditions for completion of the Offer... By delivering a duly executed Acceptance Form, shareholders give the Receiving Agent an authorization to block the Shares to which the Acceptance Form relates, in favour of the Receiving Agent. The Receiving Agent is at the same time authorized to transfer the Shares to the Offeror against payment of the Offer Price. In the event the Offer is cancelled or the acceptance is withdrawn pursuant to the second paragraph in section 4.7 Acceptance Binding, the blocking will be terminated. It is not possible for the shareholder to dispose over the Shares when they are blocked. The shareholder is free to dispose over any other securities registered in the same VPS-account as the blocked Shares. From and including 18 July 2008 to and including 15 August 2008 at 16:30 CET. The Offeror may in its sole discretion extend the Acceptance Period (one or more times) by up to an aggregate total of two weeks. Any extension of the Acceptance Period will be announced in the manner described in section 4.12 Notices below not later than 48 hours prior to the expiry of the prevailing Acceptance Period. When referring to the Acceptance Period in this Offer Document this refers to the Acceptance Period as extended from time to time. Completion of the Offer is subject to the following conditions being met or (subject to the qualifications set out in each condition) waived by the Offeror: 1 Valid acceptances having been rendered and remaining valid and binding, and not being subject to any third party consents in respect of pledges or other rights, in respect of a number of Shares which exceeds 90 % of the Shares and votes in the Company on a fully diluted basis (for purposes of this calculation disregarding any treasury shares held by the Company or its subsidiaries in the numerator but not in the denominator). The Offeror will not without the Company s prior consent waive this condition unless acceptances as mentioned have been received in respect of a number of Shares which equals or exceeds 2/3 of the Shares and votes in the Company (calculated as set out above); 2 the Company shall not have decided or made public its intention to: (i) undertake any material acquisitions or material disposals (including by way of sale of shares in a subsidiary or the Company s 50% share in Premium Drilling) or enter into binding agreements for such acquisitions or disposals; (ii) enter into any contracts or agree to amend any existing contracts which will materially change the business of the Company Group; (iii) make or agree to any material change of the terms of employment of any member of senior management in Norway which would cause the terms 5

5 of employment of such employee to deviate materially from customary terms of employment of management of comparable Norwegian companies; (iv) make any proposal or pass any resolution to (a) change its share capital or number of Shares, (b) distribute any dividend or make any other distribution to its shareholders, or (c) issue any financial instrument giving a right to subscribe for Shares; and (v) enter into any contracts which are outside normal commercial terms at the time when they are entered into; in each case except with the prior written consent of the Offeror, such consent not to be unreasonably withheld or delayed. For the avoidance of doubt, the entry into a contract for the construction of one new rig and any other contracts in relation to this, including financing agreements provided that they are on normal market terms, shall not require the approval of the Offeror. 3 all authorisations, consents, clearances and approvals necessary for the Offer from the National Development and Reform Commission of the People s Republic of China, the State-owned Assets Supervision and Administration Commission of the People s Republic of China, the China Securities Regulatory Commission, the Ministry of Commerce of the People s Republic of China and the State Administration of Foreign Exchange of the People s Republic of China having been obtained on terms satisfactory to the Offeror and such authorisations, consents, clearances and approvals remaining in full force and effect as at the date of satisfaction of the last of the Offer conditions, provided that such condition may only be invoked if the Offeror provides evidence in writing to the Company that such authorisations have not been obtained; 4 the shareholders of COSL having duly approved, in a general meeting, the acquisitionof the Shares and the Offer; 5 no occurrence of any Company Group specific material adverse change relating to the assets or operations of the Company Group taken as a whole, provided that the effect of the following events shall not be deemed to be a material adverse effect: (i) any matter that is publicly available prior to 7 July 2008 or that has been properly disclosed to the Offeror or COSL during the due diligence investigations of the Company Group and (ii) any act by the Offeror or the direct or indirect parent company of the Offeror which is within such party s control; and 6 the Board of Directors of the Company not having changed or withdrawn its recommendation of the Offer. Settlement of the Offer... It is expected that the conditions for the completion of the Offer will be met in late September 2008; however, no guarantee can be made. Settlement will be made within two weeks after announcement that all conditions have been met or waived. If the Acceptance Period is extended, the settlement date may be postponed correspondingly. If settlement of the Offer has not occurred within seven weeks of the expiry of the Acceptance Period, but occurs thereafter, the Offeror will pay interest on the consideration payable to tendering shareholders at a rate of 8 per cent per annum from but not including the date falling seven weeks after the last day of the Acceptance Period to and including the date settlement takes place. On settlement, the relevant amount to each shareholder who has accepted the Offer will be transferred to the bank account that at the time of acceptance was registered in VPS as the account for payment of dividends to the shareholder. If there are no records of a bank account in the VPS that can be used for settlement, and accordingly no bank account number is included in the box named 6

6 Bank account for payment in the Acceptance Form sent to each shareholder together with this Offer Document, the shareholder must specify on the Acceptance Form (or on a separate sheet submitted together with the Acceptance Form) the bank account to which payment should be made. For shareholders who do not hold a bank account with a Norwegian bank, payment details for offshore payments must be included in addition to the bank account number, such as IBAN, SWIFT or similar payment codes depending on the jurisdiction where the bank account is located. The Receiving Agent should be contacted in this respect (see contact details below). For shareholders resident in Norway, if there are no records of a bank account in the VPS and no bank account is specified by the shareholder when submitting the Acceptance Form, settlement will be made by issuing of a bank giro. Settlement will be made in cash in Norwegian Kroner (NOK). Drop-dead Date... In the event the conditions for closing of the Offer have not been met or waived by 16:30 CET on 20 October 2008 (the Drop-dead Date ), the Offer will not be completed and shareholders who have tendered their Shares will be released from their acceptance of the Offer. The Offeror has granted the Company a right to extend the Drop-dead Date one or more time(s) but by no more than five weeks in the aggregate. Further, following any such extension by the Company, the Company and the Offeror may by mutual agreement extend the Drop-dead Date one or more time(s) but by no more than two weeks in the aggregate, implying that the latest possible Drop-dead Date will be 16:30 CET on 8 December Any extension of the Drop-dead Date pursuant to the foregoing will be binding upon shareholders who have tendered their Shares in the Offer. Compensationin the event the Offer is not completed... Acceptance binding... If the condition as to acceptance level in item 1 under Conditions for completion of the Offer in section 4.3 is satisfied or waived by the Offeror, but the Offer is not completed as a result of the conditions in item 3 and/or item 4 in section 4.3 Conditions for completion of the Offer not being satisfied or waived by the Drop-dead Date, the Offeror will pay the shareholders who have tendered Shares into the Offer an aggregate amount of USD 20,000,000 allocated pro rata to the number of Shares tendered in the Offer, such amount to be paid no later than five business days after the date on which the Offer lapses. Subject to the next paragraph, the acceptance of the Offer is irrevocable, and may not be withdrawn, in whole or in part, once the Receiving Agent has received the Acceptance Form. Any shareholder who has tendered Shares into the Offer shall have the right to withdraw its acceptance of the Offer at any time during the Acceptance Period if the Board of Directors of the Company withdraws its recommendation of the Offer according to section 3.8 Recommendation from the Board of Directors of the Company. Upon any such withdrawal, the Offeror will ensure that any Shares tendered by such withdrawing shareholder is released to the shareholder as soon as practicable and in any event not later than one business day after written notice of the exercise of the withdrawal right has been received by the Receiving Agent. Shareholders that accept the Offer will remain the legal owners of their Shares and retain voting rights and other shareholder rights related thereto until settlement has taken place. Recommendation from the Board of Directors of the Company... The Board of Directors of the Company has issued a recommendation of the Offer, a copy of which is included as Appendix 1 to this Offer Document. The Board of Directors of the Company has the right to withdraw its recommendation at any time during the Acceptance Period if the Board of Directors at its discretion 7

7 (after having consulted their advisers) believes that this is necessary in order to comply with its fiduciary duties. Break-fee.. In the event (1) the Board of Directors of the Company withdraws its recommendation of the Offer and (2) the condition as to acceptance level in item 1 under section 4.3 Conditions for completion of the Offer has (A) not been satisfied and (B) has not been waived by the Offeror, the Company shall pay a break-fee of USD 10,000,000 to COSL, such amount to be paid no later than five business days after the date on which the Offer lapses. Amendments to the Offer... Governing Law and Jurisdiction The Offeror reserves the right to amend the Offer in its sole discretion at any time during the Acceptance Period, provided however that the Offeror may not amend the Offer in a manner which disadvantages the shareholders. Any acceptance received by the receiving agent is binding even if the Acceptance Period or the Drop-dead Date is extended and/or the Offer is otherwise amended in accordance with the terms of the Offer. Shareholders who have already accepted the Offer in its original form or with previous amendments will be entitled to any benefits arising from such amendments. The Offer and this Offer Document is governed by Norwegian law with Oslo city court as legal venue. 8

8 3 BACKGROUND FOR THE OFFER 3.1 General The Offeror is offering to acquire all outstanding shares in Awilco Offshore ASA (the Company, and together with its subsidiaries, the Company Group ) on the terms and subject to the conditions and limitations set out in this Offer Document (the Offer ). The Offeror is offering to pay NOK 85 in cash for each share in the Company (par value NOK 10 per share) (the Shares ) tendered in the Offer (the Offer Price ). As of the date hereof, the Offeror does not own any Shares, nor did any related party of the Offeror, cf section 6-5 cf section 2-5 of the Securities TradingAct, own any shares in the Company per this date, and the Offeror has not, save as described in section 3.4 Contact between the parties prior to the Offer and section 4.8 Pre-acceptances below, entered into any understanding or shareholders agreement with other shareholders in the Company. Neither the Offeror nor related parties as mentioned own loans as mentioned in section 11-1 of the 1997 Norwegian Public Limited Companies Act, nor any other financial instruments that gives the right to acquire shares in the Company other thanpre-acceptances of the Offer as described in section 4.8 Pre-acceptances below. This Offer Document and the Offer has been reviewed and approved by Oslo Børs pursuant to section 6-14 of the Securities Trading Act. The Offer is made to all shareholders of the Company who can legally receive this Offer Document and accept the Offer. 3.2 The Offeror and COSL The Offer is made by COSL Norwegian AS, a limited liability company incorporated in Norway with registration number and registered address at c/o Bugge, Arentz-Hansen & Rasmussen, Stranden 1, N-0250 Oslo, Norway. The Offeror is an indirectly 100 % owned subsidiary of China Oilfield Services Limited ( COSL ). COSL is a joint stock company incorporated in the People s Republic of China with limited liability. COSL is a leading international integrated oilfield service company providing services to each phase of offshore oil and gas exploration, development and production. Its four core business segments are drilling services, well services, marine support & transportation services and geophysical services. COSL has been listed on the Main Board of the Stock Exchange of Hong Kong Limited since 20 November 2002 under the ticker Since 26 March, 2004, COSL's stocks have been tradable as Level I unlisted American Depositary Receipts in the OTC (over-the-counter) market in the United States. The ticker symbol is CHOLY. COSL listed its A shares on Shanghai Stock Exchange under the ticker since 28 September COSL currently operates 15 drilling rigs, including 11 jack-ups and 3 semi-submersibles while operating one leased jack-up rig. In addition, COSL owns and operates the largest and most diverse fleets in offshore China, including 75 support vessels and 4oil tankers, 5 chemical tankers, 8 seismic vessels, and 4geotech survey vessels. It also has a vast array of modern facilities and equipment for wire-line logging, drilling fluids, directional drilling, cementing, well completion, acidulation, and well work-over services. COSL s business activities are conducted in over 15 countries and regions, including North and South America, the Middle East, offshore Africa and offshore Europe. COSL and its worldwide employees are dedicated to providing premier quality services, while adhering to the highest health, safety and environmental standards. COSL has obtained the ISM (International Safety Management) certifications and operated under the ISO 14000, ISO 9000 as well as OSHA to achieve QHSE management standards. 3.3 The Company The Company is a company incorporated in Norway with registration number and registered business address at Beddingen 8, 0250 Oslo, Norway. The Shares in the Company are listed on Oslo Børs with ticker code AWO, and are registered in the VPS with securities number (ISIN) NO The Company has a registered share capital of NOK 1,494,154,870, divided into 149,415,487 Shares, each with a par value of NOK 10 and equal rights. 9

9 The Company is an international offshore drilling contractor owning and operating five jack-up drilling rigs and two accommodation units. Another three jack-up drilling rigs and three semi submersible drilling rigs are under construction. The Company also holds options for the construction of two semi submersible drilling rigs. 3.4 Contact between the parties prior to the Offer COSL made its first approach towards the Company in the summer of Informal discussions developed during the spring of 2008, and in June 2008 the Company and COSL agreed on a process regarding the access to carry out a focused due diligence review of the Company, and stipulated the further process towards a possible launch of an offer to acquire the Shares supported by the Board of Directors of the Company. Following completion of a focused due diligence review, on 7 July 2008 the Company, COSL and the Offeror entered into an offer agreement (the Offer Agreement ) which set out the terms and conditions of the Offer to be made by the Offeror and recommended by the Board of Directors of the Company, as further set out in this Offer Document. On 7 July 2008, Awilco AS and Aweco Holding AS granted pre-acceptances of the Offer with respect to their shareholdings in the Company, see section 4.8 Pre-acceptances below. 3.5 Background for the Offer and plans for the future business The business currently operated by the Company has high growth potential, the pursuit of which is in line with the growth and globalization strategy of COSL. The Company currently owns and operates five newly built high specification jack-up drilling rigs and two accommodation units, and has three jack-up drilling rigs and three semi submersible drilling rigs under construction. In addition, it has options with shipyards to build two more semi submersible drilling rigs. These, when combined with the 15 drilling rigs COSL currently owns and operates, it will immediately bring the total number of operating drilling rigs to 22, representing an increase of approximately 47%, excluding any impact from the delivery of rigs currently under construction. The Company currently operates in the following five geographic markets: Australia, Norway, Vietnam, Saudi Arabia and the Mediterranean, which will enable COSL to further diversify into new international markets and increase revenue contribution from international operations. Through this transaction, COSL will also benefit from the access to international management expertise, advanced technology and operating experience in challenging working environments. It is the intention of the Offeror that the Company shall continue with its existing activities and the Offeror has no current intention to introduce any major changes to the business of the Company, change the domicile of the Company, affect the current operations of any member of the Company Group or discontinue the employment of any of the existing employees of the Company Group, other than in the ordinary course of business. 3.6 Impact on the Company s employees The Offeror has no plans to make changes to the Company s workforce following completion of the Offer, and the Offer will not have legal, economic or work-related consequences for the employees in the Company. 3.7 Legal implications The completion of the Offer is subject to the required consents, clearances and approvals being granted by relevant authorities of the People s Republic of China, see section 4.3 Conditions for completion of the Offer below. Further, completion of the Offer is subject to the shareholders of COSL having duly approved, in ageneral meeting, the acquisition of the Shares and the Offer. The extraordinary general meeting of the shareholders of COSL to approve the acquisition of the Shares and the Offer is expected to take place during the week of 25 August 2008 and, assuming that the shareholders approval is obtained, application for approvals from the relevant authorities of the People s Republic of China will be made shortly thereafter. The Offeror currently expects that the Offer will receive all necessary regulatory approvals, consent and clearances. 3.8 Recommendation from the Board of Directorsof the Company The Board of Directors of the Company has issued a recommendation of the Offer in accordance with section 6-16 of the Securities Trading Act, confirming that the Board of Directors, after careful consideration of the terms and conditions of the Offer, has resolved by unanimous decision to recommend that the Company s shareholders accepts the Offer and tender their shares pursuant to the Offer. Furthermore the Board of Directors states that it believes that 10

10 the completion of the Offer will have positive effects for the Company s employees and customers. The Board of Directors of the Company has the right to withdraw its recommendation of the Offer at any time during the Acceptance Period if the Board of Directors at its discretion (after having consulted their advisers) believes that this is necessary in order to comply with its fiduciary duties. A copy of the recommendation is included in Appendix 1 to this Offer Document. In the event (1) the Board of Directors of the Company withdraws its recommendation of the Offer and (2) the condition as to acceptance level in item 1 under section 4.3 Conditions for completion of the Offer has (A) not been satisfied and (B) has not been waived by the Offeror, the Company shall pay a break-fee of USD 10,000,000 to COSL, such amount to be paid no later than five business days after the dateonwhich the Offer lapses. 3.9 Financing of the Offer The Offeror will finance the Offer through available internal resources of COSL and committed external financing from banks. The Offer is not subject to any conditions related to financing Benefits to executive managers and directors No special advantages will be given to members of the executive management or members of the Board of Directors of the Company in connection with making the Offer. 11

11 4 THE OFFER 4.1 Offer Price Shareholders of the Company who accept the Offer will receive NOK 85 per Share tendered inthe Offer (the Offer Price ). The Offer Price will be paid in cash according to the terms set out in this Offer Document. The Offer values the Company at approximately NOK 12.7 billion. The Offer Price represents a premium of 18.7% over the closing price of the Company s Shares on 4 July 2008 (the last trading day prior to announcement of the intention to make the Offer) and a premium of 42.4% over the closing price on 29 May 2008, the last day prior to the Company confirming a third party had expressed an interest in acquiring the Company. Further, the Offer Price represents a premium of approximately 15.2% over the average closing price of the Company s Shares for the one-month period prior to 4 July 2008 and a premium of approximately 30.4% over the average closing price of the Company s Shares for the three-month period prior to 4 July If the Company should resolve to distribute dividend or other cash distributions to the Company s shareholders, the Offeror may unless the Offer is withdrawn in accordance with the conditions set out in section 4.3 Conditions for Completion of the Offer adjust the Offer Price to compensate for the effects of such dividend or other cash distribution. If such adjustment is made, the acceptance by a previously accepting shareholder shall be deemed an acceptance of the Offer as revised. 4.2 Acceptance Period The Offer can be accepted from and including 18 July 2008 to and including 15 August 2008 at 16:30 CET (the Acceptance Period ). The Offeror may in its sole discretion extend the Acceptance Period (one or more times) by up to an aggregate total of two weeks. Any extension of the Acceptance Period will be announced in the manner described in section 4.12 Notices below not later than 48 hours prior to the expiry of the prevailing Acceptance Period. When referring to the Acceptance Period in this Offer Document this refers to the Acceptance Period as extended from time to time. The Offeror will at the end of the Acceptance Period issue a notification informing about the level of acceptance in the Offer. 4.3 Conditions for completion of the Offer Completion of the Offer is subject to the following conditions being met or (subject to the qualifications set out in each condition) waived by the Offeror: 1 Valid acceptances having been rendered and remaining valid and binding, and not being subject to any third party consents in respect of pledges or other rights, in respect of anumber of Shares which exceeds 90 per cent of the Shares and votes in the Company on a fully diluted basis (for purposes of this calculation disregarding any treasury shares held by the Company or its subsidiaries in the numerator but not in the denominator). The Offeror will not without the Company's prior consent waive this condition unless acceptances as mentioned have been received in respect of a number of Shares which equals or exceeds 2/3 of the Shares and votes in the Company (calculated as set out above); 2 the Company shall not have decided or made public its intention to: (i) undertake any material acquisitions or material disposals (including by way of sale of shares in a subsidiary or the Company s 50% share in Premium Drilling) or enter into binding agreements for such acquisitions or disposals; (ii) enter into any contracts or agree to amend any existing contracts which will materially change the business of the Company Group; (iii) make or agree to any material change of the terms of employment of any member of senior management in Norway which would cause the terms of employment of such employee to deviate materially from customary terms of employment of management of comparable Norwegian companies; (iv) make any proposal or pass any resolution to (a) change its share capital or number of Shares, (b) distribute any dividend or make any other distribution to its shareholders, or (c) issue any financial instrument giving a right to subscribe for Shares; and (v) enter into any contracts which are outside normal commercial terms at the time when they are entered into; in each case except with the prior written consent of the Offeror, such consent not to be unreasonably withheld or delayed. For the avoidance of doubt, the entry into a contract for the construction of one new rig and any other contracts in relation 12

12 to this, including financing agreements provided that they are on normal market terms, shall not require the approval of the Offeror; 3 all authorisations, consents, clearances and approvals necessary for the Offer from the National Development and Reform Commission of the People s Republic of China, the State-owned Assets Supervision and Administration Commission of the People s Republic of China, the China Securities Regulatory Commission, the State Administration of Foreign Exchange of the People s Republic of China and the Ministry of Commerce of the People s Republic of China having been obtained on terms satisfactory to the Offeror and such authorisations, consents, clearances and approvals remaining in full force and effect as at the date of satisfaction of the last of the Offer conditions, provided that such condition may only be invoked if the Offeror provides evidence in writing to the Company that such authorisations have not been obtained; 4 the shareholders of COSL having duly approved, in a general meeting, the acquisition of the Shares and the Offer; 5 no occurrence of any Company Group specific material adverse change relating to the assets or operations of the Company Group taken as a whole, provided that the effect of the following events shall not be deemed to be a material adverse effect: (i) any matter that is publicly available prior to 7July 2008 or that has been properly disclosed to the Offeror or COSL during the due diligence investigations of the Company Group and (ii) any act by the Offeror or the direct or indirect parent company of the Offeror which is within suchparty's control; 6 the Board of Directors of thecompany nothaving changed or withdrawn its recommendation of the Offer; With respect to the condition in item 4 above, the majority shareholder of COSL, China National Offshore Oil Corporation ( CNOOC ) has given an undertaking to thecompany to vote in favour of the Offer. As soon as each of the conditions above has been met, waived or failed to be met, the Offeror will issue a notification to that effect in accordance with the procedures set out in section 4.12 Notices below. 4.4 Drop-dead Date In the event the conditions for completion of the Offer set out in section 4.3 Conditions for completion of the Offer have not been met or waived by 16:30 CET on 20 October 2008 (the Drop-dead Date ), the Offer will not be completed and shareholders who have tendered their Shares will be released from their acceptance of the Offer. The Offeror has granted the Company a right to extend the Drop-dead Date one or more time(s) but by no more than five weeks in the aggregate. Further, following any such extension by the Company, the Company and the Offeror may by mutual agreement extend the Drop-dead Date one or more time(s) but by no more than two weeks in the aggregate, implying that the latest possible Drop-dead Date will be 16:30 CET on 8 December Any extension of the Dropdead Date pursuant to the foregoing will be binding upon shareholders who have tendered their Shares in the Offer. If the condition as to acceptance level in item 1 in section 4.3 Conditions for completion of the Offer is satisfied or waived by the Offeror, but the Offer is not completed as a result of the conditions in item 3 and/or item 4 in section 4.3 Conditions for completion of the Offer not being satisfied or waived by the Drop-dead Date, the Offeror will pay the shareholders who have tendered Shares into the Offer an aggregate amount of USD 20,000,000 allocated pro rata to the number of Shares tendered in the Offer, such amount to be paid no later than five business days after the date on which the Offer lapses. If all Shares in the Company are tendered in the Offer this payment will entail a payment per Share of approximatelyusd Any such payment will be transferred to the bank account that at the time of acceptance was registered in the VPS as the account for payment of dividends to the shareholder. If there are no records of a bank account in the VPS that can be used for settlement, and accordingly no bank account number is included in the box named Bank account for payment in the Acceptance Form sent to each shareholder together with this Offer Document, the shareholder must specify on the Acceptance Form (or on a separate sheet submitted together with the Acceptance Form) the bank account to which payment should be made. For further details, see section 4.5 Procedures for accepting the Offer below. For shareholders resident in Norway, if there are no records of a bank account in the VPS and no bank account is specified by the shareholder when submitting the Acceptance Form, settlement will be made by issuing of a bank check. 4.5 Procedures for accepting the Offer Shareholders who wish to accept the Offer must complete and sign the acceptance form enclosed with this Offer Document (the Acceptance Form ) and return it to the Receiving Agent (as defined below) within the expiration of the Acceptance Period on 15 August 2008 at 16:30 CET (or such time that the Acceptance Period may be extended to). 13

13 The Acceptance Form can be submitted by fax, hand delivery or by mail. As the Acceptance Form must be received by the Receiving Agent before 15 August 2008 at 16:30 CET (or such time that the Acceptance Period may be extended to), it is not sufficient to mail the Acceptance Form on 15 August An acceptance of the Offer will, in addition to the Shares the shareholder has registered on the VPS-account stated in the Acceptance Form, cover all Shares the shareholder holds or acquires and that are registered on the VPS-account stated in the Acceptance Form before the VPS-account is debited. If there are no records of a bank account in the VPS that can be used for settlement (see section 4.13 Settlement below), and accordingly no bank account number is included in the box named Bank account for payment in the Acceptance Form sent to each shareholder together with this Offer Document, the shareholder must specify on the Acceptance Form (or on a separate sheet submitted together with the Acceptance Form) the bank account to which payment should be made. For shareholders who do not hold a bank account with a Norwegian bank, payment details for offshore payments must be included in addition to the bank account number, such as IBAN, SWIFT or similar payment codes depending on the jurisdiction where the bank account is located. The Receiving Agent should be contacted in this respect (see contact details below). The correctly completed and signed Acceptance Form shall be sent by fax, delivered by hand or sent by mail to Nordea Bank Norge ASA, Securities Services Issuer Service (the Receiving Agent ) at the following address: Nordea Bank Norge ASA Securities Services - Issuer Services Essendropsgate 7 Postboks 1166 Sentrum N-0107 Oslo Norway Tel: (+47) Fax: (+47) Any Acceptance Form that is not correctly completed or that is received after the expiration of the Acceptance Period can be rejected without further notice. The Offeror reserves the right to approve acceptances that are received after the expiration of the Acceptance Period. Shareholders who own Shares registered on more than one VPS-account must submit a separate Acceptance Form for each account. Shareholders who own Shares registered in the name of brokers, banks, investment companies or other nominees, must contact such persons to accept the Offer. Acceptance of the Offer for Shares registered in the name of an investment manager must be done by the manager on behalf of the shareholder. All Shares tendered in the Offer are to be transferred free of any encumbrances and any other third party rights whatsoever and with all shareholder rights attached to them. Any third party with registered encumbrances or other third-party rights over the relevant VPS account(s) must sign the Acceptance Form and thereby waive its rights in the Shares sold in the Offer and approve the transfer of the Shares to the Offeror free and clear of any such encumbrances and any other third party rights. No confirmation of receipt of Acceptance Forms or other documents will be made on behalf of the Offeror. All notifications, documents and remittance that shall be delivered by or sent to or from the shareholders who accept the Offer (or their representatives) will be sent to or delivered by them at their ownrisk. 4.6 Blocking of tendered shares By delivering a duly executed Acceptance Form, shareholders give the Receiving Agent an authorization to block the Shares to which the Acceptance Form relates, in favour of the Receiving Agent. The Receiving Agent is at the same time authorized to transfer the Shares to the Offeror against payment of the Offer Price and, if relevant, any interest payable (see section 4.13 Settlement below). In the event the Offer is cancelled or the acceptance is withdrawn pursuant to the second paragraph under section 4.7 Acceptance binding below, the blocking will be terminated. It is not possible for the shareholder to dispose over the Shares when they are blocked. The shareholder is free to dispose over any other securities registered in the same VPS-account as the blocked Shares. 14

14 4.7 Acceptance binding Subject to the next paragraph, the acceptance of the Offer is irrevocable, and may not be withdrawn, in whole or in part, once the Receiving Agent has received the Acceptance Form. Any shareholder who has tendered Shares into the Offer shall have the right to withdraw its acceptance of the Offer at any time during the Acceptance Period if the Board of Directors of the Company withdraws its recommendation of the Offer according to section 3.8 Recommendation from the Board of Directors of the Company above. Any such withdrawal must be made by written notice to the Receiving Agent on the address set out under section 4.5 Procedures for accepting the Offer above. Upon any such withdrawal, the Offeror will ensure that any Shares tendered by such withdrawing shareholder is released to the shareholder as soon as practicable and in any event not later than one business day after written notice of the exercise of the withdrawal right has been received by the Receiving Agent. Shareholders that accept the Offer will remain the legal owners of their Shares and retain voting rights and other shareholder rights related thereto until settlement has taken place. 4.8 Pre-acceptances In connection with the Offer, Awilco AS and Aweco Holding AS, respectively holding 56,625,630 and 3,300,000 Shares, representing in aggregate approximately 40.11% of the outstanding Shares and votes in the Company, have undertaken to accept the Offer in respect of their Shares. The pre-acceptances will also apply to any Shares that these shareholders may acquire before the end of the Acceptance Period. The shareholders who have provided pre-acceptances have the same right to withdraw their acceptances as is set out under section 4.7 Acceptance binding above. 4.9 Amendmentsto the Offer The Offeror reserves the right to amend the Offer in its sole discretion at any time during the Acceptance Period, provided however that the Offeror may not amend the Offer in a manner which disadvantages the shareholders. Any amendments are binding on the Offeror once a notice is received by Oslo Børs in accordance with the procedures set out in section 4.12 Notices below. Any acceptance received by the Receiving Agent is binding even if the Acceptance Period or the Drop-dead Date is extended and/or the Offer is otherwise amended in accordance with the terms of this Offer Document. Shareholders who have already accepted the Offer in its original form or with previous amendments will be entitled to any benefits arising from such amendments Transaction costs Shareholders who accept the Offer will not have to pay brokerage fees. The Offeror will pay costs related to the VPS that shareholders incur by accepting the Offer. The Offeror will not cover any other costs that a shareholder may incur in connection with acceptance of the Offer Tax Shareholders accepting the Offer are themselves responsible for any tax liability arising as a result of the settlement and any costs incurred in obtaining advice in this matter. A general description of the tax implications of the Offer is included under section 5 Taxation below Notices Notices in connection with the Offer will be published by notification to Oslo Børs. Notices will be deemed made when Oslo Børs has published the notice. The Offeror will without undue delay notify Oslo Børs if the conditions of the Offer are met or waived or if the Offer is cancelled Settlement Settlement according to the Offer will be made in cash in Norwegian kroner (NOK) as soon as reasonably possible, and not later than within two weeks after announcement that all conditions for completion of the Offer have been met or 15

15 waived. The Offeror expects that the conditions for completion of the Offer will be met in late September 2008; however, no guarantee can be made. Shareholders who have tendered Shares in the Offer remain bound by their acceptance until the Drop-dead Date (unless settlement has occurred prior to this or the Offer has lapsed or shareholders have withdrawn their acceptance in accordance with section 4.7 Acceptance binding above). In the event the conditions for completion of the Offer set out in section 4.3 Conditions for completion of the Offer below have not been met or waived within seven weeks of the expiry of the Acceptance Period (as extended), but occurs thereafter, the Offeror will pay interest on the consideration payable to tendering shareholders at a rate of 8% per annum from but not including the date falling seven weeks after the last day of the Acceptance Period to and including the date settlement takes place. On settlement, the relevant amount to each shareholder who has accepted the Offer will be transferred to the bank account that at the time of acceptance was registered in the VPS as the account for payment of dividends to the shareholder. If there are no records of a bank account in the VPS that can be used for settlement, and accordingly no bank account number is included in the box named Bank account for payment in the Acceptance Form sent to each shareholder together with this Offer Document, the shareholder must specify on the Acceptance Form (or on a separate sheet submitted together with the Acceptance Form) the bank account to which payment should be made. For further details, see section 4.5 Procedures for accepting the Offer above. For shareholders resident in Norway, if there are no records of a bank account in the VPS and no bank account is specified by the shareholder when submitting the Acceptance Form, settlement will be made by issuing of a bank check Acquisition of Shares outside the Offer During and after the Acceptance Period, the Offeror and/or its affiliates or their brokers (acting as agents) can purchase or make arrangements to purchase Shares or other securities that are immediately convertible into, exchangeable for, or exercisable for, Shares, in accordance with applicable regulations Mandatory offer If the Offer is completed and the Offeror, as a result of the Offer or otherwise, acquires Shares representing more than 1/3 of the voting rights, the Offeror will be required under chapter 6 of the Norwegian Securities Trading Act to either make a mandatory offer for the remaining Shares or, if the Offeror holds more than 90 per cent of the Shares and votes in the Company, perform a compulsory acquisition as described in section 4.16 Compulsory acquisition of Shares below. The offer price for the mandatory offer must be equal to, or higher than, the highest price paid, or agreed to be paid, by the Offeror for Shares during the six month period prior to the date on which the obligation to make a mandatory offer is triggered. If it is clear that the market price is higher than the price resulting from the previous sentence when the mandatory offer obligation is triggered, the offer price shall be at least as high as the market price Compulsory acquisition of Shares If, as a result of the Offer, a subsequent mandatory offer or otherwise, the Offeror acquires and holds more than 90per cent of the total issued Shares representing more than 90 per cent of the voting rights in the Company, then the Offeror will have the right (and each remaining shareholder in the Company would have the right to require the Offeror) to initiate a compulsory acquisition of remaining Shares not owned by the Offeror pursuant to section 4-25 of the Norwegian Public Limited Companies Act and section 6-22 of the Norwegian Securities Trading Act. A mandatory offer will not be required by law if the Offeror at the completion of the Offer holds more than 90 per cent of the voting rights in the Company and within four weeks of completion of the Offer initiates a compulsory acquisition offering a purchase price equal to, or higher than the price that would have been offered in a mandatory offer (see section 4.15 Mandatory offer above) and issuing the necessary security for payment of the settlement in accordance with section 6-22 of Norwegian Securities Trading Act. If the Offeror presents such offer in writing to all of the remaining shareholders with a known address, and the offer is announced in the Norwegian Company Register's electronic bulletin for public announcement and in a newspaper generally read at the Company s place of business, the Offeror may set a time limit for each shareholder to contest or refuse the offer. 16

16 If, as a result of the Offer, a subsequent mandatory offer or otherwise, the Offeror acquires and holds more than 90 per cent of the total issued Shares representing more than 90 per cent of the voting rights in the Company, the Offeror intends to carry out a compulsory acquisition of the remaining shares in the Company in accordance with the procedures outlined above Delisting of the Shares If, as a result of the Offer, a subsequent mandatory offer or otherwise, the Offeror holds a sufficient majority of the Shares in the Company, the Offeror intends to propose to the general meeting of the Company that an application is filed with Oslo Børs to de-list the Shares. Such application will require 2/3 majority of votes cast and the share capital represented at the general meeting of the Company Miscellaneous The Offer Document is sent to all shareholders of the Company of recordas of 16 July 2008, to the address recorded on each shareholder s VPS-account. Copies of this Offer Document will however not, due to legal implications imposed by local authorities, be sent to shareholders of the Company resident in Australia Jurisdiction and Choice of Law Any dispute arising out of or in connection with the Offer or this Offer Document is governed by Norwegian law with Oslo city court as legal venue. 17

17 5 TAXATION Set out below is a summary of Norwegian tax matters related to the realization of the shares in the Company pursuant to the Offer by subjects that are resident in Norway for purposes of Norwegian taxation ( resident shareholders ) and subjects that are not residents in Norway for such purposes ( non-resident shareholders ). The summary is based on applicable Norwegian laws, rules and regulations as they exist as of the date of this Offer Document. Such laws, rules and regulations are subject to change, possibly on a retroactive basis. The summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to the shareholders and does not address foreign tax laws. Each shareholder should consult his or her own tax advisor to determine the particular tax consequences for him or her and the applicability and effect of any Norwegian or foreign tax laws and possible changes in such laws. 5.1 Resident shareholders Acceptance of the Offer will be regarded as a realization of shares in the Company for Norwegian tax purposes. Resident corporate shareholders (i.e. limited liability companies and similar entities) are not subject to tax on capital gains derived from the realization of shares in companies which are tax residents in Norway. Correspondingly, losses suffered from such realizations are not tax deductible. Costs incurred in connection with the acquisition and realization of such shares is not tax deductible. Resident individual shareholders (i.e. other shareholders than corporate shareholders) are subject to tax in Norway for capital gains upon the realization of shares, and have a corresponding right to deduct losses. This applies irrespective of how long the shares have been owned by the individual shareholder and irrespective of how many shares that are realized. Gains are taxable as ordinary income at a tax rate of 28 % in the year of realization, and losses may be deducted from ordinary income in the year of realization. Costs incurred in connection with the acquisition and realization of such shares is tax deductible in the year of realization. Capital gains or losses are calculated per share as the difference between the consideration received for the share and the tax purchase price of the share (adjusted for any applicable RISK-amounts up to 1 January 2006), less any unused calculated allowance. The main purpose of the calculated allowance is to determine the dividends which will be exempt from tax. If dividends distributed one year do not exceed the calculated allowance, the unused allowance will be added to the tax purchase price of the share by the computation of the allowance the following year, and may also be carried forward and set off against future dividends received on, or capital gains resulting from realization of, the same share. The allowance one year will be allocated to the shareholder owning the share on 31 December of the relevant income year. The deduction for any unused allowance by the realization of a share may not lead to or increase a deductible loss, i.e. any unused allowance exceeding the capital gain resulting from the realization of a share will be annulled. If shares acquired at different times are realized, the shares that were first acquired will be deemed as first sold upon calculating taxable gainor loss (the "FIFO"principle). 5.2 Non-resident shareholders Gains upon the realization of shares in Norwegian companies owned by non-resident corporate shareholders will not be subject to taxation in Norway. For non-resident individual shareholders, capital gains upon the realization of shares in Norwegian companies will be subject to tax in Norway if the shareholding is effectively connected with a business which the shareholder takes part in or carries out in Norway. If a non-resident individual shareholder has been a resident of Norway for tax purposes and has realized shares less than five calendar years after termination of the tax residency in Norway, the latent capital gain on the shares at the time of such termination will be subject to tax in Norway, provided that such latent capital gain on the shareholder's total shareholding exceeds a tax free allowance. The taxation of capital gains upon the realization of shares may be limited pursuant to an applicable tax treaty. Non-resident shareholders are urged to seek advice from their own tax advisors. 18

18 5.3 Duties on the transfer of shares There are currently no Norwegian stamp duties or transfer taxes on the transfer or issuance of shares in Norwegian companies. 19

19 6 NORSK SAMMENDRAG (NORWEGIAN SUMMARY) Selskapet COSL Norwegian AS (org.nr ) ( Tilbyder ) fremsetter herved et frivillig tilbud ( Tilbudet ) om erverv av samtlige aksjer ( Aksjene ) i Awilco Offshore ASA (org.nr ) ( Selskapet, og sammen med sine datterselskaper Konsernet ). Tilbyder er et indirekte heleid datterselskap av China Oilfield Services Limited ( COSL ). Tilbudet og aksept av Tilbudet Tilbudet er på NOK 85 per aksje i Selskapet ( Tilbudsprisen ), med kontant oppgjør. Dersom Selskapet vedtar å utbetale utbytte eller andre kontantutdelinger til Selskapets aksjonærer, kan Tilbyder, med mindre Tilbudet trekkes tilbake i henhold til betingelsene angitt nedenfor, justere Tilbudsprisen for å kompensere for effekten av slike utdelinger. Tidligere gitte aksepter vil i så tilfelle anses som aksept av det justerte Tilbudet. Ved aksept av Tilbudet, gir aksjonærene oppgjørsagenten Nordea Bank Norge ASA, Securities Services Issuer Services ( Oppgjørsagenten ) fullmakt til å sperre de aksjene som er gjenstand for aksepten til fordel for Oppgjørsagenten. Oppgjørsagenten gis videre fullmakt til å overføre aksjene til Tilbyderen mot betaling av Tilbudsprisen og eventuell rente (se nedenfor). Dersom Tilbudet kanselleres eller aksept er trukket tilbake som angitt nedenfor, vil sperringen opphøre. Det er ikke mulig for aksjonærene å disponere over aksjene når de er sperret. Aksjonærene står fritt til å disponere over andre verdipapirer registrert på den samme VPS-konto som de sperrede aksjene. Tilbudsperioden løper fra og med 18. juli 2008 til og med 15. august 2008 klokken norsk tid ( Akseptperioden ). Tilbyder kan forlenge Akseptperioden med opptil to uker. En eventuell forlengelse av Akseptfristen vil bli kunngjort ved melding til Oslo Børs, og vil anses meddelt i det Oslo Børs kunngjør meldingen om forlengelse. Melding om forlengelse av Akseptperioden vil ikke kunne skje senere enn 48 timer før utløpet av den da gjeldende Akseptperioden. Med det unntak som fremkommer i neste avsnitt er aksept av Tilbudet ugjenkallelig og kan verken helt eller delvis trekkes tilbake etter at Oppgjørsagenten har mottatt aksepten. Enhver aksjonær som har akseptert Tilbudet skal ha rett til å trekke tilbake aksepten i løpet av Akseptperioden hvis Selskapets styre trekker tilbake sin anbefaling av Tilbudet. Dersom en aksept trekkes tilbake vil Tilbyder sørge for at de aksjer som tidligere er akseptert overdratt blir frigjort til aksjonæren så fort som praktisk mulig, og uansett ikke senere enn én virkedag etter at Oppgjørsagenten har mottatt skriftlig varsel fra aksjonæren om utøvelse av retten til kansellering av aksepten. Aksjonærer som aksepterer Tilbudet vil forbli eiere av sine aksjer og vil beholde stemmerett og andre aksjonærrettigheter knyttet til sine aksjer, inntil oppgjør har funnet sted. Betingelser for gjennomføring av Tilbudet Gjennomføringen av Tilbudet er avhengig av at følgende betingelser er oppfylt eller (med de forbehold som følger av det enkelte vilkår nedenfor) frafalt av Tilbyderen: 1. Gyldig aksept er gitt og forblir gyldig og bindende og ikke underlagt noen tredjeparts samtykke med hensyn til sikkerhet eller andre rettigheter, for mer enn 90 % av aksjene og stemmene i Selskapet, fullt utvannet (ved denne beregningen vil aksjer som er i Konsernets egen eie ikke tas hensyn til i teller men i nevner). Med mindre Tilbyder innen utløpet av Akseptperioden har mottatt aksepter for et samlet antall aksjer og stemmer som tilsvarer 2/3 eller mer av Aksjene og stemmene i Selskapet (kalkulert som beskrevet ovenfor), vil Tilbyder ikke, uten Selskapets samtykke, kunne frafalle betingelsen om 90 % akseptgrad. 2. Selskapet skal ikke ha besluttet eller offentliggjort at det har til hensikt å: i) foreta større oppkjøp eller salg (herunder gjennom salg av aksjer i et datterselskap eller Selskapets 50 prosent eierandel i Premium Drilling ASA) eller inngå bindende avtaler for slike oppkjøp eller salg; ii) inngå noen kontrakt eller samtykke i å endre eksisterende kontrakter som vil forandre Selskapets virksomhet vesentlig; iii) gjøre eller samtykke i vesentlig endring av ansettelsesvilkårene for noen i den øverste selskapsledelsen i Norge på en slik måte at vedkommendes ansettelsesvilkår avviker vesentlig fra normale ansettelsesvilkår for ansatte i ledelsen i tilsvarende norske 20

20 selskaper; iv) fremme forslag om eller fatte vedtak som vil (a) endre aksjekapitalen eller antall aksjer i Selskapet, (b) utdele utbytte eller foreta andre utdelinger til aksjonærene, eller (c) utstede finansielle instrumenter som gir rett til å tegne aksjer i Selskapet; og v) inngå kontrakter som avviker fra normale forretningsvilkår (vurdert på den tid de er inngått) med mindre Tilbyder har gitt skriftlig samtykke for hvert enkelt tilfelle. Tilbyder skal ikke unødig holde tilbake eller forsinke slikt samtykke. Tilbyders samtykke vil ikke være nødvendig for at Selskapet skal kunne inngå avtale for bygging av en ny rigg og avtaler relatert til dette, herunder avtaler vedrørende finansiering, forutsatt at slike avtaler inngås på markedsmessigevilkår. 3. Alle fullmakter, samtykker, klareringer og tillatelser fra National Development and Reform Commission of China, det statlig eide Assets Supervision and Administration Commission of China, China Securities Regulatory Commission, Ministry of Commerce of the People s Republic of China og State Adminstration of Foreign Exchange of the People s Republic of China, som er nødvendige for gjennomføring av Tilbudet, er mottatt på for Tilbyder tilfredsstillende vilkår, og slike fullmakter, samtykker, klareringer og tillatelser forblir og er gyldige på den dag samtlige betingelser for Tilbudet er oppfylt. Denne betingelsen for gjennomføring av Tilbudet kan bare påberopes av Tilbyder dersom det fremlegges skriftlig bevis til Selskapet for at betingelsen ikkeforeligger. 4. Aksjonærene i COSL har samtykket, ved beslutning i en generalforsamling, til overtakelse av Aksjene og Tilbudet. 5. Det har ikke funnet sted en Konsern-spesifikk vesentlig negativ endring når det gjelder aktiva eller drift av Konsernet sett under ett, dog slik at konsekvenser av følgende hendelser ikke skal bli betraktet som en spesifikk vesentlig negativ endring: i) forhold som er offentlig tilgjengelig før 7. juli 2008 eller som har blitt tilstrekkelig fremlagt for Tilbyderen eller COSL i due diligence-gjennomgangen av Konsernet og ii) handlinger fra Tilbyder eller det direkte eller indirekte morselskapet til Tilbyderen som er innenfor den handlende parts kontroll. 6. Styret i Selskapet skal ikkeha forandret eller trukket tilbake sin anbefaling av Tilbudet. Oppgjør Det er forventet at betingelsene for gjennomføring av Tilbudet vil bli innfridd i siste del av september Oppgjøret vil finne sted innen to uker etter annonseringen av at samtlige betingelser for Tilbudet er innfridd eller frafalt. Hvis akseptfristen er forlenget, vil oppgjørstidspunktet kunne bli utsatt tilsvarende. Hvis oppgjør ikke har funnet sted innen syv uker etter utløpet av Akseptperioden, men inntreffer deretter, vil Tilbyderen betale renter på det tilgodehavende til aksjonærer som har akseptert Tilbudet med en rentesats på 8 prosent p.a. for perioden fra dagen etter den dag som faller syv uker etter den siste dag i Akseptperioden, og frem til og med den dagoppgjør finner sted. Ved gjennomføring av oppgjøret vil det aktuelle beløpet bli overført til de aksjonærer som har akseptert Tilbudet til den bankkonto vedkommende aksjonær, på aksepttidspunktet, var registrert med i VPS som konto for mottak av utbytte. Hvis det ikke er registrert slik bankkonto, må det spesifiseres i akseptformularet eller i særskilt vedlegg til akseptformularet hvilken konto oppgjøret skal overføres til. For aksjonærer hjemmehørende i Norge vil, dersom det ikke er registrert noen konto for mottak av utbytte i VPS og aksjonæren ikke oppgir en konto for oppgjør, aksjonæren få tilsendt en bankgiro. Dersom vilkårene for gjennomføring av Tilbudet ikke er innfridd eller frafalt innen kl norsk tid den 20. oktober 2008 ( Siste Gjennomføringsdag ), vil ikke Tilbudet bli gjennomført og aksjonærene som har akseptert Tilbudet vil bli frigjort fra sin aksept av Tilbudet. Tilbyder har gitt Selskapet en rett til å utsette Siste Gjennomføringsdag en eller flere ganger, men ikke med mer enn fem uker totalt. Videre, etter slik eventuell utsettelse fra Selskapets side, kan Selskapet og Tilbyder ved en gjensidig avtale utsette Siste Gjennomføringsdag en eller flere ganger, men ikke med mer enn to uker totalt, hvilket innebærer at Siste Gjennomføringsdag kan være kl norsk tid den 8. desember En utsettelse av Siste Gjennomføringsdag som her beskrevet vilvære bindende for aksjonærene som har akseptert Tilbudet. Erstatningfor det tilfellet at Tilbudet ikke gjennomføres Dersom akseptnivå angitt i punkt 1 under Betingelser for gjennomføring av Tilbudet beskrevet over er tilfredsstilt eller frafalt av Tilbyder, men Tilbudet ikke er gjennomførtsom et resultat av at betingelsene i punkt 3. og/eller 4. under samme opplisting ikke er tilfredsstilt eller frafalt ved Siste Gjennomføringsdag, vil Tilbyder betale aksjonærene som har akseptert Tilbudet et samlet beløp på USD , fordelt forholdsmessig basert på det totale antall aksjer som 21