Transaction Agreement, dated as of January 29, 2019, between Oslo Brs VPS Holding ASA and Nasdaq AB

Oslo Børs VPS Holding ASA, a public limited liability company (Nw.:allmennaksjeselskap) incorporated under the laws of Norway with registered number 983 268 617, having its registered business address at Tollbugata 2, 0152 Oslo, Norway (Oslo Børs VPS); and

NASDAQ AB, a private limited company incorporated under the laws of Sweden with registered number ###-###-####, having its registered business address at Tullvaktsvägen 15, 105 78 Stockholm, Sweden (the Offeror).

Following the announcement on 24 December 2018 by Euronext N.V. (Euronext) of its intention to launch a voluntary public offer for all of the shares in Oslo Børs VPS (the Oslo Børs VPS Shares), Oslo Børs VPS and the Offeror have conducted discussions regarding a possible combination of their businesses in order to create additional value for the Oslo Børs VPS shareholders and other stakeholders.

Following such discussions, the Offeror has agreed to make a recommended voluntary tender offer for the Oslo Børs VPS Shares, on the terms and conditions set out in this Agreement (the Offer).

This Agreement sets out, among other things, the Parties’ agreement on the final terms and conditions upon which the Offeror will make the Offer, the form of recommendation of the Offer by the Oslo Børs VPS board of directors (the Oslo Børs VPS Board), and the form and contents of the announcement of the Offer.

The Offeror has entered into irrevocable pre-acceptances with certain of Oslo Børs VPS’ major shareholders, in aggregate representing 35.11% of the Oslo Børs VPS Shares.

On 14 January 2019, Euronext published an offer document for its all-cash tender offer to acquire the Oslo Børs VPS Shares at a price of NOK 145 per share (the Euronext Offer).

Affiliate shall mean, with reference to a specified Person, a Person that, directly or indirectly, controls, is controlled by, or is under common control with, the specified Person. The term «control” as used in this definition (including its correlative meanings “controlled by” and “under common control with”) shall mean the ability, directly or indirectly, to direct the management or policies of another body corporate, whether through ownership of voting rights or otherwise.

Applicable Law shall mean all foreign, federal, state, local, municipal or other laws, ordinances, regulations, rules and other provisions having the force or effect of law, applicable to the Parties, their Affiliates or their respective businesses (which for the avoidance of doubt shall include the rules of any listing authority or stock exchange on which the securities of a Party or any Affiliate of a Party are listed (and which for Oslo Børs VPS shall include the rules applicable to N-OTC listed companies)).

Competing Offer means any agreement, offer or proposal for, or any indication of interest in, any acquisition of (i) more than 1/3 of the Oslo Børs VPS Shares, (ii) more than 1/3 of the Group’s total assets based on the latest approved annual accounts, or (iii) any assets representing more than 1/3 of the Group’s revenue, earnings before interests, taxes, depreciation and amortization or net income, on an annual basis based on the latest approved annual accounts, whichever is lower, whether by way of a merger, consolidation, asset sale, purchase of shares, tender offer or other business combination or otherwise, other than any offer, proposal or indication of interest made by or on behalf of the Offeror.

Contract shall mean any contract, subcontract, note, bond, mortgage, indenture, lease, license, sublicense, guaranty, security agreement, franchise or other legally binding instrument, commitment or obligation, whether oral or in writing.

Higher Priced Offer shall mean a written offer that constitutes a Competing Offer (provided that, for purposes of this definition, each instance of “1/3” in the definition of Competing Offer shall be read as “1/2”) that the Oslo Børs VPS Board has determined, in good faith and after consulting with its financial advisors and outside counsel, to satisfy each of the following conditions:

that such Competing Offer is more favourable, from a financial point of view, to the holders of Oslo Børs VPS' Shares than the Offer (including any adjustment to the terms and conditions of the Offer proposed by the Offeror in accordance with this Agreement);

that such Competing Offer is reasonably capable of being completed in accordance with its terms without undue delay, taking into account all legal, financial, regulatory and other aspects (including but not limited to any financing condition) of such Competing Offer and the party making such Competing Offer; and

Material Adverse Change means any fact, circumstance, development, event, change or effect, individually or in aggregate, that is, or is reasonably likely to be, materially adverse to the business, assets, operations, condition (financial or otherwise), assets, or result of operations of the Group taken as a whole, but excluding any fact, circumstance, development, event, change or effect resulting from (i) the announcement of the Offer and the identity of the Offeror as the prospective acquirer of the Group, or any communication by or on behalf of the Offeror regarding the Offeror’s plans or intentions with respect to the Group; (ii) general economic, regulatory or political conditions, or (iii) changes in conditions generally affecting the industries in which the Group operates, in the case of (ii) and (iii) except to the extent such fact, circumstance, development, event, change or effect disproportionately affects the Group when taken as a whole.

Person shall mean an individual, a corporation, a partnership, a limited liability company or partnership, a trust, an unincorporated organization, a government or any department or agency thereof, or any other juridical entity.

Relevant Authority shall mean any (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government (including any subdivision, court, administrative agency or commission or other authority thereof); (c) central bank, ministry, governmental, quasi-governmental (including the European Union), supranational, statutory, regulatory or investigative body or authority (including any national or supranational anti-trust or merger authority) (d) individual, entity or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing or arbitral authority or power of any nature; or (e) trade agency, association, institution or professional or environmental body in any jurisdiction.

The Offeror will prepare an offer document for the Offer substantially in accordance with Chapter 6 of the Norwegian Securities Trading Act (the Offer Document), setting out the terms and conditions of the Offer. The Offer Document shall include the Main Terms and Conditions.

Oslo Børs VPS shall have the right to review and comment upon the draft Offer Document prior to its publication but shall not have any right or obligation to approve or authorise the contents of the Offer Document, except for the statement of the Oslo Børs VPS Board.

The Offeror shall use its commercially reasonable efforts to ensure that the Offer Document is finalised in time for the acceptance period in the Offer to commence no later than on 28 February 2019. Oslo Børs VPS shall provide the Offeror and its advisers with such assistance, including access to, and procuring the provision of assistance by, relevant professional advisors, and information concerning the business, assets, contracts, properties, liabilities, personnel and other aspects of the Group as they may reasonably request in order to enable the Offeror to finalise the Offer Document and make the Offer in accordance with this Agreement. Notwithstanding the foregoing, the Offeror acknowledges and accepts that due diligence will be permitted only when the Offeror has obtained the Clearances.

Oslo Børs VPS undertakes that the information supplied by Oslo Børs VPS or its representatives for the purposes of preparing the Offer Document will be in accordance with the facts in all material respects and will not omit any material information likely to affect the import of such information.

The completion of the Offer shall be subject to the “Conditions for completion of the Offer” set out in appendix 1 (the Closing Conditions), each one of which may be waived by the Offeror in its sole discretion.

As soon as practicable after the completion of the Offer, assuming that the Closing Conditions shall have been either satisfied or waived and the Offeror has acquired at least 90% of the Oslo Børs VPS Shares, the Offeror shall complete a compulsory acquisition of the remaining Oslo Børs VPS Shares in accordance with clause 4-25 of the Norwegian Public Limited Companies Act.

The Oslo Børs VPS Board undertakes to announce the unanimous recommendation of the Offer in the form attached as appendix 2 (the Board Recommendation). The Board Recommendation shall be included as an attachment to the Offer Document. If Oslo Børs VPS requires that an additional statement on behalf of Oslo Børs VPS is made by an independent third party, any such statement shall not entitle the Oslo Børs VPS Board to withdraw or modify the Board Recommendation.

Oslo Børs VPS provides the Offeror with written notice of the Competing Offer in accordance with clause 3.3.6 below;

the Oslo Børs VPS Board determines that such Competing Offer constitutes a Higher Priced Offer and the Offeror is immediately notified in writing of such decision;

the Offeror is provided with the opportunity to announce a Matching Offer (as defined below) during a period of five Business Days commencing when the Offeror is given notice and information as set out under c) above (the “Matching Period”); and

the Offeror does not announce a Matching Offer in accordance with clause 3.2 by the end of the Matching Period,

Oslo Børs VPS undertakes not to enter into any agreement in relation to, or make or permit the making of, any announcement or other public statement (unless required by Applicable Law) in respect of any Competing Offer unless the Matching Period has expired and the Offeror has not announced a Matching Offer, in which case any announcement or other public statement which Oslo Børs VPS makes or permits

In case of a Higher Priced Offer the Oslo Børs VPS Board shall permit the Offeror to amend the Offer during the Matching Period.

If the Offeror prior to expiry of the Matching Period amends its Offer so that the amended Offer Price is as high as the offer price in the Higher Priced Offer and otherwise on terms not significantly less favourable than the terms of the Offer on the date of this Agreement (a Matching Offer), then the Oslo Børs VPS Board shall issue a statement whereby the Oslo Børs VPS Board maintains its recommendation of the Offer (as amended). In such event, the provisions of this Agreement shall to the extent applicable, apply to such Matching Offer.

If the Offeror does not amend its offer within the Matching Period, or if the amended Offer is not a Matching Offer, then subsequent to the expiry of the Matching Period, Oslo Børs VPS may make a statement with respect to the Higher Priced Offer in accordance with the provisions of clause 3.1.2. For the avoidance of doubt, in such circumstances, Oslo Børs VPS shall not make, or permit to be made, any announcement or other public statement in respect of a Higher Priced Offer which is inconsistent in any respect with the Permitted Statement.

Oslo Børs VPS undertakes to the Offeror that, with effect from the entry into this Agreement, Oslo Børs VPS and its Affiliates and their respective directors, officers, key employees, agents, representatives and advisors (collectively Oslo Børs VPS Representatives) shall terminate immediately any discussions or negotiations with any person which could reasonably be expected to result in any Competing Offer being announced or made.

Subject to clause 3.3.5, Oslo Børs VPS shall also discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise).

Subject to clause 3.3.5, until the earlier of the date on which (i) the Offer is completed and (ii) the Offer lapses, Oslo Børs VPS shall not, and shall procure that no Oslo Børs VPS Representative shall, directly or indirectly, (i) solicit, seek, encourage, assist or initiate the making of any inquiries, expressions of interest, proposals, offers or announcement from any Person (including, without limitation, brokerage firms, corporate advisors and/or other advisors), relating to any possible Competing Offer; (ii) furnish any information regarding the Group or its businesses and Affiliates to any Person in connection with or in response to a Competing Offer, or an inquiry or indication of interest that could reasonably be expected to lead to a Competing Offer; (iii) engage or participate in discussions or negotiations with any Person with respect to any Competing Offer; (iv) approve, endorse or recommend any Competing Offer; or (v) enter into any letter of intent, agreement, commitment, understanding or transaction with any entity or Person relating to any transaction which is a Competing Offer.

Notwithstanding the restrictions in clauses 3.3.2, 3.3.3 and 3.3.4, if Oslo Børs VPS subsequent to the date of this Agreement receives an unsolicited bona fide written proposal which makes it likely that a potential Competing Offer (which for the avoidance of doubt can be an improved unsolicited offer from Euronext) will be presented, it shall be entitled to enter into discussions and share confidential information with such parties (and enter into a confidentiality agreement for the disclosure of such confidential information on terms that are not more favourable to such parties than the terms of the confidentiality agreement between Oslo Børs VPS and the Offeror (or its Affiliates), but shall not enter into any other agreement or make any other commitment in connection with a Competing Offer unless required by Applicable Law) to the same extent as such information at such point in time has been shared with the Offeror, if and to the extent that (i) the Oslo Børs VPS Board has determined in good faith and after consulting with its financial advisors and outside counsel that such potential Competing Offer is likely to result in a Higher Priced Offer being made within a reasonable time frame; and (ii) that the Oslo Børs VPS Board determines in good faith, after consulting with its outside counsel, that it would breach its fiduciary duties if it did not respond to such potential Competing Offer.

Subject to Applicable Laws, if Oslo Børs VPS subsequent to the announcement of the Offer receives a Competing Offer, it shall if it has decided to pursue such Competing Offer immediately notify the Offeror in writing of such Competing Offer, the material terms and conditions of any such Competing Offer (including, but not limited to the proposed price) and any subsequent amendment thereof, and the identity of the proposing party, such notice to be given as promptly as practicable and in any event within two Business Days of such decision to proceed, and Oslo Børs VPS shall provide the Offeror with any other reasonably requested information which the Offeror may require in order to evaluate the Competing Offer. If Oslo Børs VPS enters into discussions with a third party in accordance with clause 3.3.5 it shall on a timely basis inform and keep informed the Offeror of all significant developments in such discussions and provide the Offeror with all non-public information furnished to the proposing party which has not been disclosed to the Offeror yet. Oslo Børs VPS shall, subject to Applicable Laws, as soon as possible on a no name basis inform the Offeror of the contemplated announcement of any Competing Offer of which Oslo Børs VPS is made aware. For the avoidance of doubt, notwithstanding any other provision of this Agreement and subject only to the requirements of Applicable Law, Oslo Børs VPS shall not make, or permit to be made, any announcement or other public statement in respect of any Competing Offer which is inconsistent in any respect with the Permitted Statement.

Oslo Børs VPS undertakes to the Offeror that, prior to the Long Stop Date, it shall not agree with any other person or its representatives any break fee, work fee, payment, benefit, incentive, indemnity, contribution for costs or similar arrangement in relation to the evaluation, preparation, submission, completion or termination of any actual or potential Competing Offer.

The Parties shall issue a joint press release/stock exchange notice reflecting the terms of the Offer and the recommendation of the Offer by the Board, in the form set out in appendix 3 (the Joint Announcement) immediately after the execution of this Agreement.

Except as set out clause 4.1, the Parties shall not make any announcements relating to the transactions contemplated by this Agreement, including but not limited to press releases and stock exchange notices relating to the Offer, except with the other Party's prior consent, such consent not to be unreasonably withheld or delayed.

This clause 4.2 shall not prohibit any public announcement or notice required to be made by any Applicable Law, provided that the Parties shall, to the extent practicable, consult with each other concerning the timing and content of any such announcement before it is made and shall give a copy thereof to the other Party at the same time as, or as soon as reasonably practicable after, the making of such announcement.

This clause 4.2 shall not prohibit any public announcement or notice, and the Parties shall be entitled to make such announcements as they deem appropriate, in response to any Competing Offer (subject to clause 3) or if the Board Recommendation is withdrawn, amended or modified, subject to, in the case of Oslo Børs VPS, any such announcement or notice not being inconsistent in any respect with the Permitted Statement.

Subject to clause 3.1.2, Oslo Børs VPS shall not, and shall procure that no Oslo Børs VPS Representative shall, make any statement or express any opinion regarding the Offer which is inconsistent with the Board Recommendation.

except as contemplated by any other provision of this Agreement, the business of Oslo Børs VPS and the Group shall in all material respects be conducted only in the ordinary course of business consistent with past practice or plans that have been publicly disclosed or disclosed in writing to the Offeror prior to the date of this Agreement and in accordance with Applicable Law, it will pay or perform all of its obligations when due and seek to: (i) preserve its present business organisation, (ii) keep available the services of its present officers and key employees, (iii) preserve its present lines of business, and (iv) unless reasonably and in good faith considered by the Oslo Børs VPS Board or management not to be in the best interest of the Group, preserve its present relationships with customers, suppliers and other third parties;

neither it nor any of its Affiliates will incur capital expenditures (i.e. CAPEX according to Group's relevant accounting principles) which exceed NOK 100 million in aggregate;

neither it nor any of its Affiliates will (whether by one transaction or by a series of transactions) undertake any acquisitions or disposals (including, without limitation, by way of sale of shares in a subsidiary or disposals by way of sale, leasing or licensing) with a value in excess of NOK 100 million or which may otherwise be outside the ordinary course in the context of the Group’s business or novate or enter into binding agreements for such acquisitions or disposals, or enter into any form of joint venture, association or partnership, in each case if such joint venture, association or partnership is or would reasonably be expected to be material in the context of the Offer or of the Group taken as a whole;

neither it nor any of its Affiliates will enter into any Contracts (which when used in this clause 5.1(d) for the avoidance of doubt shall not comprise business terms generally applicable) or agree to materially amend any existing Contracts which agreement or amendment individually involve or may involve total annual expenditure, before or after any amendment, in excess of NOK 50 million or which are otherwise outside the ordinary course in the context of the business of the Group;

it will use all reasonable endeavours to ensure that neither it nor any of its Affiliates will in any material respect breach any terms of any material Contracts and neither it nor any of its Affiliates shall, except in the ordinary course of the Group's business, novate any of its material Contracts (which for the avoidance of doubt shall not comprise business terms generally applicable);

neither it nor any of its Affiliates will enter into any Contracts which are: (i) not on arm’s length terms or for full value; (ii) not in the ordinary course of business; (iii) on unusual, abnormal or onerous terms; or (iv) with a person who directly or indirectly holds shares in Oslo Børs VPS or members of Oslo Børs VPS’ executive management except, in each case, in the ordinary course of business consistent with past practice;

neither it nor any of its Affiliates will make or agree to any material change of the terms of employment or engagement of its directors or of any member of the executive management (other than changes in the ordinary course of business consistent with past practice and at normal market terms);

it will not make any proposal or pass any resolution to (i) amend or propose to amend its articles of association; (ii) allot or issue shares or change its share capital or number of Oslo Børs VPS Shares, (iii) declare or distribute any dividend or make any other distribution to its shareholders other than regular cash dividends in a manner and in amounts consistent with past practice, or (iv) issue any financial instrument giving a right to acquire or subscribe for Oslo Børs VPS Shares;

it will not, and will procure that none of its Affiliates will, acquire or sell any treasury shares, except for any treasury shares acquired and/or sold as part of Oslo Børs VPS' existing employee share saving scheme in the ordinary course of business, consistent with past practice, and in an amount not to exceed 100,000 shares;

neither it nor any of its Affiliates will merge, consolidate with or into any other corporation, enter into any reorganisations, corporate restructuring, liquidation, dissolution or change in any manner the rights of its capital stock or the character of its business;

neither it nor any of its Affiliates will acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or make any equity investments therein (other than equity investments in majority-owned members of the Group);

neither it nor any of its Affiliates will incur any indebtedness from any party that is not a member of the Group for borrowed money, or issue any debt securities, in excess of NOK 100 million;

neither it nor any of its Affiliates will repay, accelerate or otherwise materially amend the terms of any indebtedness of any member of the Group from any party that is not a member of the Group otherwise than in the ordinary course of business consistent with past practice;

it will not adopt, materially amend or withdraw any employee benefit, bonus, profit sharing or equity incentive program;

it will in connection with the Offer, the Euronext Offer or any Competing Offer not agree, incur or pay any fees, bonuses, consulting fees, advisory fees, monitoring fees, services fees or directors fees, other than to Oslo Børs VPS’ currently retained advisors in connection with the Offer and the Euronext Offer;

except as disclosed to the Offeror in writing prior to the date of this Agreement, it will not change any member of its executive management, nor implement any lay- offs or new general hires, that is outside the ordinary course or material in the context of the Offer, provided, however, that Oslo Børs VPS shall not be in breach of this clause 5.1(p) in the event of any member of Oslo Børs VPS's executive management voluntarily resigning from his/her position and Oslo Børs VPS, after such resignation, hiring a new member of the executive management;

it will not, subject as otherwise envisaged or permitted in this Agreement, take any action which it knows would or might reasonably be expected to be prejudicial to the successful completion of the Offer or which would or might reasonably be expected to have the effect of preventing any of the conditions to the Offer from being fulfilled or resulting in a delay to the expected timetable for the completion of the Offer, including not entering into any other transaction comprised by Section 6-17 (1) of the Norwegian Securities Trading Act;

co-operate with the Offeror and its Affiliates and their respective directors, officers, employees, advisers, agents and representatives and afford them, upon reasonable notice, access to the properties, books and management, advisers and representatives of the Group for the purposes of the Offer and to facilitate business integration planning, and shall furnish to them such information in relation to the operation, trading, tax affairs and strategy of the business of the Group as they may from time to time reasonably request, subject always to any requirement of Applicable Law restricting the same; and

provide the Offeror with access to identified key employees to allow it to discuss and agree incentive packages. Oslo Børs VPS shall be given the opportunity to participate in any such meeting. Oslo Børs VPS agrees that it will assist wherever possible to encourage key employees to remain with Oslo Børs VPS.

The Offeror shall diligently pursue the Clearances with a view to obtaining these as soon as is reasonably practicable and, in any event, by the Long Stop Date and Oslo Børs VPS shall provide information, assistance and access as further set out in this section 7.2 to assist the Offeror to achieve this.

Subject to Applicable law, the Offeror and Oslo Børs VPS shall cooperate with each other and provide each other with all reasonable information, assistance and access in a timely manner in order to allow the Offeror, or the Offeror and Oslo Børs VPS jointly, as may be required, to make any filings with the Relevant Authorities as are necessary in connection with the Clearances, taking into account all applicable waiting periods and/or deadlines and ensure that all information necessary for the making of (or responding to any requests for further information consequent upon) any such filings (including draft versions) is supplied accurately and promptly, provided that the co-operation will be conducted in a manner reasonably designed to preserve applicable lawyer/client and lawyer work product privileges and to limit the exchange of any competitively sensitive information to outside counsel or pursuant to an appropriately established clean team arrangement.

The Offeror and its Affiliates shall be responsible for determining the strategy for obtaining the Clearances and (except where Oslo Børs VPS is required by Applicable Law to do so) contacting and corresponding with the Relevant Authorities in relation to such Clearances.

Without prejudice to the foregoing, and except to the extent that to do so is prohibited by Applicable Law:

The Offeror will submit the notices and applications to obtain the required Clearances for completion of the Offer, including the application to the Norwegian FSA and Norwegian Ministry of Finance (as applicable) as soon as is reasonably practicable after the signing of this Agreement and in any case the Offeror shall commence discussions with the Relevant Authorities with respect to the Clearances within 20 Business Days from the date of this Agreement, provided that the Offeror's obligations under this clause 7.2.4(a) are subject to the provision by Oslo Børs VPS on a timely basis of the cooperation, information, assistance and access contemplated by clause 7.2.2;

The Offeror and Oslo Børs VPS shall co-operate in the preparation of all such filings referred to in this clause 7.2 and in relation to the preparation of any other submissions, material correspondence or material communications to any Relevant Authority in connection with the Clearances;

to the extent reasonably practicable each Party shall provide, or procure the provision of, draft copies of all filings, submissions, material correspondence and material communications intended to be sent to any Relevant Authority in relation to obtaining any Clearances to the other Party and its legal advisers at such time as will allow the receiving Party a reasonable opportunity to provide comments on such filings, submissions, correspondence and communications before they are submitted, sent or made and each Party shall provide the other Party with copies of all such filings, submissions, material correspondence and material communications in the form finally submitted or sent (including, in the case of non-written communications, reasonably detailed summaries of material non-written communications);

each Party shall have regard in good faith to comments made in a timely manner by the other Party on draft copies of filings, submissions, material correspondence and material communications provided pursuant to item (c) above;

the Offeror and Oslo Børs VPS shall notify each other, and provide copies (including, in the case of non-written communications, reasonably detailed summaries of material non-written communications), in a timely manner of any material communication or material correspondence from any Relevant Authority in relation to obtaining any Clearance. Each Party further agrees to keep the other Party reasonably informed as to the progress of any notification submitted pursuant to item (a) above and shall reasonably consider requests by the other Party or its advisers to attend all meetings or material calls with any Relevant Authority or other persons or bodies (unless prohibited by the Relevant Authority, Applicable Law or other person or body or where commercially sensitive information is likely to be discussed at such meetings or on such calls) relating to obtaining any Clearance and requests to make oral submissions at such meetings or calls; and

where reasonably requested by a Party, and insofar as permitted by the Relevant Authority, the other Party shall make available appropriate representatives for meetings and calls with any Relevant Authority in connection with the obtaining of any Clearances,

Each Party undertakes to keep the other informed promptly of (i) developments which are material or reasonably likely to be material to the obtaining of a Clearance and (ii) the attainment of a Clearance.

Oslo Børs VPS is a corporation duly organized and validly existing under the laws of Norway, and has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets; and

The share capital of Oslo Børs VPS is NOK 86,008,000.- divided on 43,004,000 shares, each with a nominal value of NOK 2.00. Oslo Børs VPS has not issued to any of its employees, directors or any third party any options, warrants or rights to subscribe for and/or to acquire shares in Oslo Børs VPS other than pursuant to the existing share saving scheme for employees.

No Material Adverse Change has occurred during the period from December 31, 2017 to the date of this Agreement.

Oslo Børs VPS has the requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and consummate the transactions contemplated hereby (provided however, that the shareholders of Oslo Børs VPS will decide whether to accept the Offer in respect of their Oslo Børs VPS Shares). The execution and delivery by Oslo Børs VPS of this Agreement, the performance by Oslo Børs VPS of its covenants and obligations hereunder and the consummation by Oslo Børs VPS of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Oslo Børs VPS, and no additional corporate proceedings on the part of Oslo Børs VPS are necessary to authorize the execution and delivery by Oslo Børs VPS of this Agreement, the performance by Oslo Børs VPS of its covenants and obligations hereunder or the consummation of the transactions contemplated hereby.

This Agreement has been duly executed and delivered by Oslo Børs VPS and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation of Oslo Børs VPS, enforceable against Oslo Børs VPS in accordance with its terms.

The Oslo Børs VPS Board, at a meeting duly called and held at which all directors of Oslo Børs VPS were present, duly and unanimously adopted resolutions (i) approving the execution of this

it has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions as contemplated hereby. The execution and delivery by the Offeror of this Agreement, the performance of its obligations hereunder and the consummation of the transactions as contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Offeror, and no additional corporate proceedings on the part of the Offeror are necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder or the consummation of the transactions as contemplated hereby;

this Agreement has been duly executed and delivered by the Offeror and, assuming the due authorization, execution and delivery by Oslo Børs VPS, constitutes a legal, valid and binding obligation of the Offeror, enforceable against the Offeror in accordance with its terms; and

by the Offeror by written notice to Oslo Børs VPS: (i) if the Oslo Børs VPS Board has amended, modified or withdrawn the Board Recommendation without the Offeror’s consent, or (ii) upon a material breach of this Agreement by Oslo Børs VPS, if such breach is not cured within five Business Days of delivery of a written notice by the Offeror to Oslo Børs VPS requesting Oslo Børs VPS to cure such breach, provided that, for the purposes of this clause 9.1(a)(ii) and clause 9.1(b)(iv), any breach of this Agreement shall be determined without regard to any materiality qualifiers set forth in this Agreement (including any warranty, representation or covenant), as if such materiality qualifiers were deleted from the applicable provision in this Agreement, where materiality qualifiers shall mean words or phrases including the term "material", "material adverse change" or "material adverse effect" or other variations of the term "material" set forth in this Agreement;

by Oslo Børs VPS by written notice to the Offeror: (i) if the Offeror has not consented to the issuance of the Joint Announcement by 08:00 CET on 31 January 2019, (ii) if the Offeror has not published the offer document and commenced the offer period for the Offer on or before 28 February 2019, (iii) if the Offeror has not commenced discussions with the Relevant Authorities with respect to the Clearances within 20 Business Days from the date of this Agreement, subject to Oslo Børs VPS having provided on a timely basis the cooperation, information, assistance and access contemplated by clause 7.2.2, or (iv) upon a material breach of this Agreement by the Offeror, if such breach is not cured within five Business Days of delivery of a written notice by Oslo Børs VPS to the Offeror requesting the Offeror to cure such breach;

by either Party if (i) a Closing Condition is or becomes incapable of being satisfied and will not be waived and the Offeror has made a public announcement in this respect (such announcement

The existence of this Agreement shall be treated as strictly confidential information until the publication of the Joint Announcement in accordance with clause 4.1. The content of this Agreement is strictly confidential unless otherwise disclosed in the Joint Announcement, to be disclosed in the Offer Document, or otherwise as required by Applicable Law.

Any dispute arising under or in connection with this Agreement shall be finally settled by arbitration pursuant to the Norwegian Arbitration Act 2004. The arbitration shall be held in Oslo, Norway. All arbitrators shall be appointed by the Oslo District Court if the Parties cannot agree on the composition of the arbitration tribunal. The language of any arbitration proceeding is English. The arbitration proceedings and arbitration award shall be confidential.

In the event the conditions for closing of the Offer have not been met or waived by 16:30 CET on the Long Stop Date, the Offer will not be completed and shareholders who have tendered their Shares will be released from their acceptance of the Offer.

The acceptance of the Offer is irrevocable, and may not be withdrawn, in whole or in part, once the settlement agent has received the acceptance form.

The Offeror reserves the right to amend the Offer, including the Offer Price, in its sole discretion at any time during the Offer Period (in addition to in any Competing Offer situation), provided however that the Offeror may not amend the Offer in a manner which disadvantages Oslo Børs VPS shareholders. Any acceptance received is binding even if the Offer Period or the Long Stop 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 is governed by Norwegian law. Any dispute that may arise in relation to this Offer shall be subject to the Norwegian Courts with Oslo city as legal venue.

The Offer Price values the entire issued share capital of Oslo Børs VPS at NOK 6,537 million, or approximately $770 million, and represents a premium of 38% to the undisturbed closing price of the Oslo Børs VPS shares on the NOTC on 17 December 2018.