Share Information

Name:

Polarcus Limited

Registration number: 

WK 201867

Registered address:

Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands

Legal Status:

Exempted company with limited liability and registered with the Cayman Islands Registrar of Companies with registration number 201867

ISIN:

KYG7153K1085

Ticker:

PLCS

Authorized share capital:

USD 11,190,000 divided into 559,500,000 shares of par value USD 0.02

Issued share capital:

USD 5,263,496.40 divided into 263,174,820 shares of par value USD 0.02

Articles of Association:

Latest adopted as per 27 April 2010 Download (PDF file; 0.3 MB)

Independent auditors:

Ernst & Young AS

Warrants Program:

• Warrants of 21.25m shares with a strike price USD 0.02, exercisable dependent on

a) successful delivery of vessels 1-6 within 1 April 2011

b) effective employment of all six vessels

c) that a and b are fulfilled and the share price of the Company has traded at the equivalent of NOK 22 for  more than 30 days on average

• The warrants will expire on 31 December 2012

• A change of control (above 50%) will make the warrants exercisable with a strike price depending on the price the shares have traded at

Employee Option Scheme:

• The 2008 Plan: The plan covers 6.25 million options, each giving right to one share.  The exercise price is equal to the volume weighted average price for which the Polarcus shares have been traded at Oslo Stock Exchange in the period of 30 trading days prior to the date the option is granted. The vesting period is 3 years and the options must be exercised within 5 years or they will lapse. The plan covers both current and future employees.

• The 2010 Plan: The plan covers 7.5 million options, each giving right to one share. 1/3 of awarded share options may be exercised after one year with an exercise price equal to the volume weighted average price for which the Polarcus shares have been traded at Oslo Stock Exchange in the period of 30 trading days prior to the date the option is granted (the “Allocation Price”) plus 10%; 1/3 of the awarded share options after two years with an exercise price equal to the Allocation Price plus 20%; and 1/3 of the awarded share options after three years with an exercise price equal to the Allocation Price plus 30%. All share options must be exercised latest six years after the award or they will lapse. The plan covers both current and future employees.

Registrar:

Skandinaviska Enskilda Banken AB