--

Information Memorandum

TRANSFER OF LISTING OF THE SHARES IN

BOUVET ASA FROM OSLO AXESS TO OSLO BRS

The information in this information memorandum (the Information Memorandum) relates to the
transfer of listing of the 10,250,000 shares (the Shares) of Bouvet ASA, a public limited liability
company organized under the laws of Norway (Bouvet or the Company) from their current listing on
Oslo Axess to Oslo Brs.
No offering or other sale of Shares will be completed in connection with the transfer of listing. It is
expected that the last day of listing on Oslo Axess will be Monday 29 November 2010, and the first
day of listing on Oslo Brs will be Tuesday 30 November 2010. The Shares will be listed on Oslo Brs
under the current ticker code BOUVET.
Investing in the Company involves risks. For a summary of applicable risk factors, see section 7
Summary of Risk Factors.

THIS INFORMATION MEMORANDUM SERVES AS A TRANSFER OF LISTING DOCUMENT ONLY AS

REQUIRED BY NORWEGIAN LAW AND REGULATIONS. THE INFORMATION MEMORANDUM DOES NOT
IN ANY JURISDICTION CONSTITUTE AN OFFER TO BUY, SUBSCRIBE OR SELL ANY OF THE
SECURITIES DESCRIBED HEREIN, AND NO SECURITIES ARE BEING OFFERED OR SOLD PURSUANT
TO IT. THE INFORMATION MEMORANDUM IS NOT INTENDED TO FORM THE BASIS FOR ANY
INVESTMENT DECISIONS.

Manager:

29 November 2010

Bouvet ASA Transfer of Listing

Important Notice
This information memorandum (the Information Memorandum) has been prepared to comply with the
Norwegian Securities Trading Act section 7-5, subsection 1 no. 11, cf. the Regulations to the Securities
Trading Act section 7-2. The Information Memorandum has been submitted to and reviewed by the
Norwegian Financial Supervisory Authority (Nw.: Finanstilsynet) (the NFSA) in accordance with
section 7-2 of the Norwegian Securities Regulations, cf. Section 7-5 no 11 of the Norwegian Securities
Trading Act. However, the Information Memorandum has not been reviewed or approved by the NFSA
in accordance with the rules that apply to a prospectus.
The Information Memorandum has been prepared solely in connection with the transfer of listing of the
Companys shares (the Shares) from Oslo Axess to Oslo Brs (the Listing Transfer), pursuant to an
application for such transfer submitted by the Company on 27 October 2010. It is not intended to form
the basis for any investment decisions.
The Information Memorandum has been published in an English version only. For the definitions of
terms used throughout this Information Memorandum, see section 9 Definitions and Glossary of
Terms.
The Company has furnished the information in this Information Memorandum in order to provide a brief
presentation of the Company in connection with the Listing Transfer and unless otherwise indicated, the
source of information included in this Information Memorandum is the Company. The Manager makes
no representation or warranty, express or implied, as to the accuracy or completeness of such information,
and nothing contained in this Information Memorandum is, or shall be relied upon as, a promise or
representation by the Manager. Any reproduction or distribution of this Information Memorandum, in
whole or in part, is prohibited. The Manager disclaims all and any liability, whether arising in tort or
contract or otherwise, which it might otherwise have in respect of the Information Memorandum or any
such statement.
All inquiries relating to this Information Memorandum should be directed to the Company or the
Manager. No other person has been authorised to give any information about, or make any representation
on behalf of, the Company in connection with the Information Memorandum or the Transfer of Listing,
and, if given or made, such other information or representation must not be relied upon as having been
authorised by the Company or the Manager.
An investment in Bouvet involves inherent risks. Potential investors should carefully consider the risk
factors set out in section 7 Risk Factors in addition to the other information contained herein before
making any investment decision. An investment in the Company is suitable only for investors who
understand the risk factors associated with this type of investment and who can afford a loss of all or part
of their investment. The contents of this Information Memorandum are not to be construed as legal,
business or tax advice. Any prospective investor should consult with their own legal adviser, business
adviser and tax adviser as to legal, business and tax advice.
The delivery of this Information Memorandum shall under no circumstance create any implication that
the information contained herein is correct as of any time subsequent to the date of this Information
Memorandum.
This Information Memorandum is subject to Norwegian law. Any dispute arising in respect of this
Information Memorandum is subject to the exclusive jurisdiction of the Norwegian courts with Oslo
District Court as legal venue in the first instance.
The distribution of this Information Memorandum in certain jurisdictions may be restricted by
law. The Company and the Manager require persons in possession of this Information
Memorandum to inform themselves about and to observe any such restrictions. This Information
Memorandum serves as a listing document as required by applicable laws and regulations only.
The Information Memorandum does not constitute an offer to buy, subscribe or sell any of the
securities described herein, and no securities are being offered or sold pursuant to it.

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Bouvet ASA Transfer of Listing

In the ordinary course of their respective businesses, the Manager and certain of its affiliates have
engaged, and may continue to engage, in investment and commercial banking transactions with the
Company and its subsidiaries.

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Bouvet ASA Transfer of Listing

Table of contents
1
2
3

Executive summary........................................................................................................................ 4
Responsibility for the Information Memorandum ....................................................................... 5
Description of the Company ......................................................................................................... 6
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12

Financial information ................................................................................................................... 11

4.1
4.2
4.3

Share capital........................................................................................................................................ 13
Articles of association .......................................................................................................................... 13

The Transfer of Listing ................................................................................................................ 15

Summary of risk factors .............................................................................................................. 16
Additional information ................................................................................................................. 17
8.1
8.2

Key financial information...................................................................................................................... 11

Significant changes and trends after 30 September 2010 ................................................................... 11
Capitalisation and indebtedness .......................................................................................................... 12

Share capital and articles of association................................................................................... 13

5.1
5.2

6
7
8

Key information...................................................................................................................................... 6
Business description.............................................................................................................................. 6
Customers ............................................................................................................................................. 7
Principal markets ................................................................................................................................... 8
History and development ....................................................................................................................... 8
Board of Directors, management and employees.................................................................................. 9
Patents and trademarks......................................................................................................................... 9
Research and development................................................................................................................... 9
Auditor ................................................................................................................................................... 9
Advisors................................................................................................................................................. 9
Shareholders ....................................................................................................................................... 10
Related party transactions ................................................................................................................... 10

Documents on display ......................................................................................................................... 17

Incorporation by reference................................................................................................................... 17

Definitions and glossary of terms .............................................................................................. 18

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Bouvet ASA Transfer of Listing

Executive summary

This Information Memorandum is prepared in connection with the transfer of listing of the Shares in
Bouvet from Oslo Axess to Oslo Brs and does not constitute an offer to buy or sell shares or other
securities in any jurisdiction. Bouvet applied for transfer of listing of the Shares on 27 October 2010 and
the application was approved by Oslo Brs on 24 November 2010. The Shares will commence trading on
Oslo Brs on 30 November 2010.
The Information Memorandum highlights certain information about the Company. It does not contain all
the information that may be important to you, and should be read in conjunction with it, and is qualified
in its entirety, by the information otherwise disclosed by the Company to the market in accordance with
its continuing obligations. Any decision to invest in the securities described herein should be based on
consideration of all such available information and documentation.

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Bouvet ASA Transfer of Listing

Responsibility for the Information Memorandum

This Information Memorandum has been prepared by Bouvet ASA to provide information in connection
with the Transfer of Listing.
Bouvet ASA confirms that, having taken all reasonable care to ensure that such is the case, the
information contained in this Information Memorandum is, to the best of its knowledge, in accordance
with the facts and contains no omissions likely to affect its import.
Oslo, 29 November 2010
Bouvet ASA

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Bouvet ASA Transfer of Listing

3
3.1

Description of the Company

Key information

Bouvet ASA is a public limited liability company pursuant to the Norwegian Public Limited Liability
Companies Act of 1997, incorporated under the laws of Norway. The Company was established 3 May
1995 and registered in the Norwegian Register of Business Enterprises 22 May 1995.
The Companys headquarter is located at Sandakerveien 24, 0473 Oslo. The postal address is Bouvet ASA,
Postboks 4430 Nydalen, 0403 Oslo and the phone number is + 47 23 40 60 00.
Bouvet ASA is the holding company of the Bouvet-group and has 3 100% owned subsidiaries. Bouvets
Swedish subsidiary Bouvet Sverige AB has two Swedish subsidiaries. In addition, Bouvet has a 60%
shareholding in Olavstoppen AS. The Bouvet-groups legal structure is displayed in the figure below.

Bouvet
BouvetASA
ASA

100%
Ontopia
OntopiaAS
AS

100%

100%

Nordic
NordicIntegrator
Integrator
Management
ManagementAS
AS

Bouvet
Bouvet
Sverige
SverigeAB
AB

100%
Bouvet
Bouvet
Stockholm
StockholmAB
AB

3.2

60%
Olavstoppen
OlavstoppenAS
AS

100%
Bouvet
BouvetSyd
SydAB
AB

Business description

Bouvet is a Scandinavian provider of consultancy and development services within information

technology. The Company provides services within the following service areas:

Portals
System development
System integration
SAP
Business intelligence
Application management
Training / Courses
Technical infrastructure

Bouvets service areas are largely complementary. Accordingly, a delivery typically consists of services
within several of the Companys service areas.

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Bouvet ASA Transfer of Listing

3.3

Customers

Bouvet has a strong customer base. The Company provides services for a wide range of sectors. The most
prominent sectors are:

Commerce
Energy
Public
Banking and finance
Services

Some of the Companys customers are:

Private:
Statoil
ICA Ahold
Lyse
Hydro
Yara
Telenor
Public:
Statkraft
Statnett
NAV
Utlendingsdirektoratet
Jernbaneverket
The graphs below display the development in revenues from the Companys 10 largest customers from
the first 9 months of 2007 to the first nine months of 2010.

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Bouvet ASA Transfer of Listing

3.4

Principal markets

Bouvet mainly focuses on the provision of IT-services in the Nordic market. The Companys revenues for
2008 and 2009 divided by geographical region are displayed in the table below. Bouvets Swedish
operation was established in 2008 and thus, no geographical segment information is available for 2007.
NOK 1 000
Norway
Sweden
Other
Total

2008
538 005
22 698
4 663
565 366

2009
568 912
18 717
1 460
589 089

Key drivers and important factors for growth in this market are economic growth, corporate profits and
access to human resources. The overall wellbeing of the economy is largely linked to the development in
corporate profits which in turn has a substantial effect on IT-services spending. In addition to its private
sector customers, Bouvet has several customers within the public sector, partly offsetting its exposure to
the general macroeconomic climate.
Access to human resources is crucial for the consulting industry. Consulting companies and software
developers with large, active professional environments are often the winners in the battle of recruiting IT
competence. Middle sized and large companies with core operations within other sectors have also
traditionally attracted high quality candidates. However, these companies have to a growing extent
outsourced their IT-operations and this has caused IT-personnel to be reluctant to work for non IT-core
companies. The rather limited presence of Nordic software developers has given the result that in
prosperous times, most attractive candidates seek working in the consulting industry, which is
characterised by high salaries, exciting and varied tasks and is up to speed with the technological
development. Even though a tight labour market can represent a challenge for consultancies, it also
represents a market opportunity. As tight labour markets represent capacity restraints for all companies,
they are induced, maybe even forced to use consultancies. Moreover, a tight labour market represents
opportunities for IT services companies as it leads companies to look for automated solutions.

3.5

History and development

Bouvet is the result of several restructurings and its roots can be tracked to the early 1980s. The main
branches of Bouvets history are Mandator and Cell Network.
Mandator was founded in 1983 and was known to be a technically focused IT-consultancy. Mandators
core competence was custom application development, system integration and business processes. ICA,
Forsvaret (the Norwegian Armed Forces) and Statoil were among the main customers.
Cell Network (changed its name from New Media Science in 2000) was one of the first and largest
Internet consultancies in Norway. The company was specialised within web-development, and won
several awards for their creative concepts and efficient marketing campaigns developed for customers
utilising new technologies. Some of Cell Networks main customers were Statoil, Hjemmet Mortensen,
NSB, Flytoget, Pepsi, Tine and Telenor.
Mandator and Cell Network merged in 2001 and took the name Cell Network.
The new Cell Network was acquired in August 2002 by Eidsvold Eiendom AS, a subsidiary of Firmament
AS, and later named Bouvet. During the fall of 2002, the employees of Bouvet bought 66% of the
Company shareholdings. The headcount of the Company had been reduced from 250, following the
merger, to 130 employees at 7 locations. Bouvet has subsequently grown to employ in excess of 600
persons at 12 locations.
In May 2007, Bouvet was listed on Oslo Axess with ticker BOUVET.
In October 2008 Bouvet announced its acquisition of 100 per cent of the Malm based company
Zekundera AB. The transaction marked the start of Bouvet`s expansion into the Swedish market.
In April 2009 the Company announced the establishment of its Stockholm office.

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Bouvet ASA Transfer of Listing

3.6

Board of Directors, management and employees

Board of Directors

The Board of Bouvet consists of the following persons:

ge Danielsen, Chairperson
Randi Helene Red, Vice Chairperson
Grethe Hiland, Board member
Ingebrigt Steen Jensen, Board member
Kent Mikael Rosseland, Employee representative
Ida Lau Borch, Employee representative
Morten Njstad Brten, Employee representative

Management

The management of Bouvet consists of the following persons:

Sverre Hurum, CEO

Nils Olav Nergaard, Deputy CEO and Regional Director, western region
Erik Stub, CFO
smund Mhle, Head of Communications

Employees

As of 30 September 2010 the Company had 617 employees.

3.7

Patents and trademarks

The Company has no patents. The Company has registered Bouvet as a trademark which serves the
purpose of protecting the Companys name and logo.

3.8

Research and development

Bouvet is continuously developing the competence of its employees and its organisation in accordance
with technological innovations and developments in the IT-industry. Beyond this, the Company does not
have any research and development activities that are material to its business or profitability.

3.9

Auditor

For the last 3 financial years and up to the date of this Information Memorandum, Ernst & Young AS has
been the Companys auditor. Ernst & Young AS is a member of The Norwegian Institute of Public
Accountants. The registration number in the Norwegian Register of Business Enterprises is 976 389 387.
The auditors address is Christian Fredriks plass 6, 0154 Oslo, Norway.

3.10

Advisors

The Company's financial advisor in connection with the Transfer of Listing has been ABG Sundal Collier
and the legal advisor has been Advokatfirmaet Schjdt DA.

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Bouvet ASA Transfer of Listing

3.11

Shareholders

The Companys shareholders registered in the VPS as of 22 November 2010 owning more than 1% of the
Company are displayed below:
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20

Shareholder
JPMorgan Chase Bank1
Hurum, Sverre Finn
MP Pensjon
DnB NOR Nordic Technology Vpf
Kommunal Landspensjonskasse
KLP Aksje Norge Vpf
Morgan Stanley & Co Internat. Plc
Storebrand Livsforsikring AS
Stub, Erik
SHB Stockholm Clients Account
Skandinaviska Enskilda Banken
Nergaard, Nils Olav
Telenor Pensjonskasse
DnB NOR Smb Vpf
Warrenwicklund Norge
Storebrand Vekst
Bouvet ASA
Riisns, Stein Kristian
Volle, Anders
Danske Invest Norge Vekst
Total >1%
Others
Total

Type
Nominee
Private investor
Company
Company
Company
Company
Nominee
Company
Private investor
Nominee
Nominee
Private investor
Company
Company
Company
Company
Company
Private investor
Private investor
Company

Country
United Kingdom
Norway
Norway
Norway
Norway
Norway
United Kingdom
Norway
Norway
Sweden
Sweden
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway
Norway

Shares
1 011 061
642 697
601 000
556 056
480 000
449 338
445 369
307 473
282 197
245 000
204 174
192 170
186 800
185 121
137 450
123 375
122 401
120 435
111 564
102 000
6 505 681
3 744 319
10 250 000

Percent
9.9%
6.3%
5.9%
5.4%
4.7%
4.4%
4.3%
3.0%
2.8%
2.4%
2.0%
1.9%
1.8%
1.8%
1.3%
1.2%
1.2%
1.2%
1.1%
1.0%
63.5%
36.5%
100.0%

1) Includes shareholdings of funds managed by Nordea Investment Fund Company Finland Ltd.

3.12

Related party transactions

Since 1 January 2007 the Company has had the following related party transactions:

2007: Purchase of consulting services in connection with the listing of the Shares, from
Investeringsutvikling AS, a company partly owned by Board member Ulvin. Under the consultancy
agreement, a fee of NOK 1,500 per hour is payable for a total of 113 hours. The consultancy
agreement commenced in January 2007 and was terminated on 20 April 2007.

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Bouvet ASA Transfer of Listing

4
4.1

Financial information
Key financial information

A summary of the financial statements prepared in accordance with IFRS for the Company for the years
31 December 2009, 2008 and 2007 and for the nine moths ended 30 September 2010 and 2009 is
presented below. Consolidated accounts, annual reports and auditors reports, including audited historical
financial information in respect of the financial years ended 2009, 2008 and 2007, and unaudited
consolidated information for the nine months ended 30 September 2010 and 2009 are incorporated by
reference into this Information Memorandum, see Section 8.2.
Summary of income statement
Jan. - Sep.

Jan. - Sep.

Full year

Full year

Full year

MNOK
Operating revenue
Operating profit (EBIT)
Profit for the period

2010
499.3
42.9
30.2

2009
429.5
45.0
31,9

2009
589.1
57.1
42.5

2008
565.4
69.5
55.3

2007
447.7
47.7
37.1

EBIT margin
EPS reported (NOK)
EPS fully diluted (NOK)

8.2 %
2.95
2.93

9.9 %
3.17
3.15

9.7%
4.21
4.18

12.3%
5.51
5.50

10.7%
3.96
3.96

30 Sep.
2010
23.8
14.4
45.3
154.9
238.3

30 Sep.
2009
23.8
11.8
84.4
132.8
252.8

31 Dec.
2009
24.0
11.6
146.8
118.9
301.3

31 Dec.
2008
24.3
11.9
128.4
113.5
278.0

31 Dec.
2007
21.2
11.6
126.4
105.5
264.7

95.6
4.2
138.5
238.3

113.6
2.0
137.1
252.8

126.8
4.2
170.3
301.3

121.0
4.2
152.9
278.0

140.9
3.0
120.8
264.7

40.1%

45.0%

42%

44%

53%

Summary balance sheet

MNOK
Intangible assets
Fixed assets
Cash and equivalents
Other current assets
Total assets
Equity
Long-term debt
Short-term debt
Total equity and liabilities
Equity ratio

4.2

Significant changes and trends after 30 September 2010

There have been no significant changes to report after 30 September 2010.

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Bouvet ASA Transfer of Listing

4.3

Capitalisation and indebtedness

The following tables display the capitalisation and indebtedness of the Company as at 30 September 2010.
Capitalisation as of 30 September 2010

Unaudited
MNOK
138.5
138.5

Total Current Debt

- Guaranteed
- Secured
- Unguaranteed/unsecured

Total Non-Current Debt (excluding current portion of long-term debt)

- Guaranteed
- Secured
- Unguaranteed/unsecured

4.2
4.2

Shareholders Equity
Share capital
Legal reserve
Other reserves

95.6
10.3
74.4
10.9

Total capitalisation (A+B+C)

238.3

Cash
Cash equivalent - restricted cash short term
Trading securities
Liquidity (A+B+C)

A
B
C
D

Unaudited
MNOK
45.3
45.3

Current financial receivable

Current bank debt

Current portion of non current debt
Other current financial debt
Current financial debt (F+G+H)

F
G
H
I

Net Current Financial Indebtedness (I-E-D)

(45.3)

Non current bank loan

Bond Issued
Other non current loans
Non Current Financial Indebtedness (K+L+M)

K
L
M
N

Net Financial Indebtedness (J+N) (Net Cash)

(45.3)

Indebtedness as of 30 September 2010

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Bouvet ASA Transfer of Listing

5
5.1

Share capital and articles of association

Share capital

The Companys current share capital is NOK 10,250,000 divided on 10,250,000 Shares, each with a par
value of NOK 1.

5.2

Articles of association

Bouvets articles of association follow below.

1
The name of the company is Bouvet ASA. The company is a public limited company.
2
The company shall have its business address in Oslo municipality.
3
The business activities of the company are to engage in consultancy, systems development and
implementation of IT-solutions together with other activities connected with this. The activities may be
operated by the company itself, by subsidiaries or through participation in other companies or in
cooperation with others.
4
The share capital of the company is NOK 10.250.000, divided between 10.250.000 shares of NOK 1 each.
The companys shares shall be recorded in the Norwegian Central Securities Depository
(Verdipapirsentralen).
5
The board of directors shall comprise of 5 to 8 members. 6 to 9 deputy directors may be elected in
respect of the directors elected by and among the employees, and these deputies shall be summoned in the
order in which they are elected.
The chairman of the board and one director jointly may sign for the company. The board may grant
power of procuration.
6
The companys annual general meeting shall deal with the following matters:
a)
b)
c)
d)

Stipulation of the profit and loss account and the balance sheet.
Application of the annual profit and coverage of loss, and also the declaration of dividends.
Election of the board of directors.
Other matters which are referred to the general meeting by statute law or the articles of
association.

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Bouvet ASA Transfer of Listing

Documents that shall be considered at the general meeting may be made available by publishing the
documents on the companys web site. This shall also apply for documents that, pursuant to law or
regulations, shall be included in, or attached to the notice of the general meeting. If these documents are
made available on the web site, the legal requirements regarding physical distribution of the documents
shall not apply. A shareholder may nevertheless upon request to the company have the documents that
shall be considered at the general meeting sent to him by mail.
7
The company shall have a nomination committee. The duties of the nomination committee are to submit
an explained recommendation to the general meeting for the election of shareholder-elected members of
the board of directors. The nomination committee shall also submit a recommendation to the general
meeting on remuneration of members of the board of directors.
The nomination committee consists of three members to be elected at the companys general meeting.
Both genders shall be represented. The majority of the nomination committee shall be independent of the
board of directors and the day-to-day management. The members of the nomination committee are
elected by the general meeting for two years at a time. The general meeting stipulates the remuneration to
be paid to the members of the nomination committee. The general meeting may adopt instructions for
the nomination committee. The company will cover the costs of the nomination committee.
8
A resolution on an amendment to the articles of association shall require the approval of at least two
thirds of both the votes cast and the share capital represented at the general meeting.

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Bouvet ASA Transfer of Listing

The Transfer of Listing

On 27 October 2010, Bouvet applied for transfer of listing of its Shares from Oslo Axess to Oslo Brs.
The Board of Directors of Oslo Brs approved the application on 24 November 2010. The Shares will
commence trading on Oslo Brs on 30 November 2010 under ticker BOUVET.
The background for the Transfer of Listing is to enable better liquidity in and increased interest for the
Companys Shares.

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Bouvet ASA Transfer of Listing

Summary of risk factors

Below is a summary of certain relevant risk factors related to the Company and the industry.
The risks outlined below are not the only ones facing the Company. Additional risks not presently known
to the Company or risks the Company currently deems immaterial may also impair the Company's
business operations and adversely affect the price of the Company's Shares.

Economic climate
Competition
Rapid technological development
Cyclicality and variability of operating results
Ability to retain key personnel and recruit qualified staff
Reliance on large customers and specific sectors
Dependency on third parties
Project execution and quality of deliveries
Management of growth
Management of business combinations and acquisitions
Legal claims and matters
Dependency on licence agreements
Fluctuations in exchange rate between NOK and SEK

Risk factors relating to the Shares:

Share price volatility

Limited liquidity
Claims towards the Company
Future sales of Shares
Ability to pay dividends
Dilution
Ability to bring an action against the Company may be limited under Norwegian law

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Bouvet ASA Transfer of Listing

Additional information

8.1

Documents on display

For the life of this Information Memorandum the following documents are available for inspection at the
Companys offices and are available at the Companys web page www.bouvet .no:

Bouvets audited financial statements for 2009, 2008 and 2007

Bouvets unaudited condensed consolidated financial statements for the nine months ended 30
September 2010

The following documents are available for inspection at the Companys offices:
Memorandum of incorporation and articles of association of Bouvet ASA
Historical financial information for the Companys significant subsidiaries
The most recent prospectus issued by the Company is available at the Companys offices at Sandakerveien
24, 0473 Oslo.
The Company publishes financial information in accordance with Oslo Brs continuing obligations of
stock exchange listed companies on www.bouvet.no and through Oslo Brs information system under
ticker BOUVET (see www.newsweb.no).
This Information Memorandum has been made publicly available at the below addresses and at
www.bouvet.no.

8.2

Incorporation by reference

Section in the
Information
Memorandum

Disclosure
requirement

Reference document and link

Page in
reference
document

Section 4

Financial information,
consolidated statement
and other financial
information for 2009

http://bouvet.no/BouvetWEB/Investor_Rapp
_Pres.aspx

29 59
86 87

Section 4

Financial information,
consolidated statement
and other financial
information for 2008

http://bouvet.no/BouvetWEB/Investor_Rapp
_Pres.aspx

43 71
99 100

Section 4

Financial information,
consolidated statement
and other financial
information for 2007

http://bouvet.no/BouvetWEB/Investor_Rapp
_Pres.aspx

12 44
70

Section 4

Financial information,
consolidated statement
and other financial
information for the
nine months ended 30
September 2010

http://bouvet.no/BouvetWEB/Investor_Rapp
_Pres.aspx

8 16

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Bouvet ASA Transfer of Listing

Definitions and glossary of terms

ABG Sundal Collier

ABG Sundal Collier Norge ASA

Board

The Board of Directors of Bouvet

Bouvet

Bouvet ASA and its subsidiaries

Cell Network

Cell Network AS

CEO

Chief Executive Officer

CFO

Chief Financial Officer

COO

Chief Operating Officer

Company

Bouvet ASA and its subsidiaries

Information Memorandum
Manager

This information memorandum dated 29 November 2010, prepared in

connection with the transfer of listing of the Shares from Oslo Axess to Oslo
Brs
ABG Sundal Collier

Mandator

Mandator AS

MNOK

Million Norwegian kroner

NOK

Norwegian kroner

Oslo Brs

Oslo Brs ASA

SEK

Swedish kronor

Shares

The shares of the Company

Transfer of Listing

The transfer of listing of the Shares from Oslo Axess to Oslo Brs, pursuant
to an application filed by Bouvet on 27 October 2010.

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