Application for exemption according to the securities trading regulation section 5-7 Seadrill Limited

Att: Kristian Martin Lind
Postboks 1400 Vika
0115 Oslo

Enquiries to: Angela Nygaard
Our reference: 10/5616
Dir. line: +47 22 93 98 28
Date: 28.05.2010

Reference is made to Seadrill Limited (Seadrill) application of the 20 May for certain U.S. laws and provisions relating to periodic financial reporting to be considered equivalent to the requirements contained in Commission Directive 2007/14/EC, articles 13,15 and 17, cf. the Norwegian Securities Regulation § 5-7.

Seadrill refers to Finanstilsynet’s decisions in similar cases, concerning Frontline Ltd and Golar LNG Limited, as Seadrill is in the same legal position as the mentioned companies.

Seadrill has applied for an exemption pursuant to the Norwegian Securities Trading Regulation (STR) section 5-7 a), c) and d). Seadrill is a Bermuda-registered company with Norway as its home state in accordance with the Norwegian Securities Trading Act (STA) section 5-4, as it is listed on the Oslo Stock Exchange. Seadrill is also listed on the New York Stock Exchange, thus the company is obliged to prepare and file an annual report (Form 20-F - applies to foreign private issuers) with the Securities Exchange Commission pursuant to section 13 or 15 (d) of the U.S. Securities Exchange Act of 1934.

Finanstilsynet has in its previous decisions concluded that the U.S. periodic reporting requirements (Form 20-F) are “equivalent” to the requirements contained in articles 13, 15 and 17 of Directive 2007/14/EC, cf. article 4 of the Transparency Directive.

According to the above mentioned, Seadrill is granted an exemption from the following:
 
• The Norwegian Securities Trading Act (STA) section 5-5 subsection (2) no. 2, cf the Norwegian Securities Trading Regulation (STR) section 5-7 (a) related to the management report.

• STA 5-5 subsection (2) no. 3, cf the Norwegian Securities Trading Regulation (STR) section 5-7 (c) related to the responsibility statement in the annual report.

• STA 5-5 subsection (3), cf the Norwegian Securities Trading Regulation (STR) section 5-7 (d) related to individual parent company accounts.

However, Finanstilsynet reserves the right to make renewed considerations due to decisions at a European level and in cases of changes in laws and regulations.

 
Pursuant to the Norwegian Public Administration Act section 28, individual decisions may be appealed to the Ministry of Finance. The time limit for lodging an appeal is three weeks from the date on which Finanstilsynet’s decision has reached the party concerned; see the Public Administration Act section 29. The appeal must be sent directly to Finanstilsynet.
 

Yours sincerely,

Siw-Mette Thomassen
Head of Section

     
Angela Nygaard
Special Adviser