Rules on Bidder behaviour

This Section summarises the rules, set out in clauses 17-25 of the Danish Energy Agency’s Decision, see Annex C, that govern the behaviour of Bidders prior to and after submission of Applications until the date on which the Licence(s) have been issued. The rules contain a general requirement that Bidders refrain from any action that could disturb the Auction as well as a number of specific rules in relation to collusion, restrictive practices and the behaviour of employees and legal entities that are related to the Bidder.

As part of the Application to take part in the Auction, each Bidder is required to confirm that the Bidder, its Connected Persons and its Insiders have complied and will comply with these rules. If at any point it becomes apparent that a Bidder, its Connected

Page 35

Persons or its Insiders have failed to comply with these rules, the Bidder may be fined, excluded from the Auction and/or required to pay damages (cf. clause 80 of the Danish Energy Agency’s Decision). In certain circumstances, the Danish Energy Agency may also revoke a successful Bidder's Licence if after the award it emerges that the Bidder, its Connected Persons or its Insiders breached these rules. The burden of proof is as defined from time to time under Danish law.

5.4.1 Definition of Confidential Information and Insiders

Confidential Information shall mean information of any nature, which, directly or indirectly, concerns a bid submitted by a Bidder or a bid that a Bidder considers submitting, and regardless of the media on which such information may exist, if such information – if made accessible to other parties – could affect the price that a Bidder would submit. Confidential information shall include any non-published information about a Bidder's strategy in connection with the Auction, including the bid that a Bidder is willing to submit, which may affect the Bidder's price or submission of a bid, and which may influence the Bidder's fulfilment of its bid, as well as information about financing the bid sum.

An Insider means a person who:

• has received Confidential Information about a Bidder, or

• has undertaken, wholly or partly, to finance or to assist a Bidder or its Connected Persons.

An Insider can be a Legal Entity or a natural person. Two or more Bidders can have common Insiders. In this situation, the Bidders shall take a number of special precautions, see Section 5.4.4 for more details.

5.4.2 Collusion and other disruption to the Auction

A Bidder, its Connected Persons and Insiders shall, until the issue of the Licences, refrain from:

• disclosing any Confidential Information to others, particularly Bidders and their Connected Persons,

• entering into agreements with other Bidders or their Connected Persons in relation to the Auction; and

• undertaking any action that may adversely affect the Auction prior to and after the Application is submitted, and until the date of issue of the Licence.

Page 36

Mergers or takeovers that are not conducted on grounds of or in the interests of the Auction or the Licences shall not be deemed to constitute an act that could adversely affect the Auction.

A Bidder is allowed to disclose Confidential Information to other parties in certain situations, excluding any other Bidder and its Connected Persons, but the Bidder must take all reasonable measures to ensure that parties comply with the above provisions on disclosure and the provisions given in Section 5.4.3 below. See clauses 17 and 18 of the Danish Energy Agency’s Decision.

Bidders should be aware that any disclosure of Confidential Information may have influence on the possibility to gain exemption from the ownership rules (see Section 5.3.4).

5.4.3 Restrictive agreements

There are three rules covering restrictive agreements as specified in clauses 19-21 of the Danish Energy Agency’s Decision.

First, a Bidder, its Connected Persons and Insiders may neither prior to the submission of an Application, nor after the submission of an Application and until the date when the Licences have been issued, enter into any agreement with another Bidder or its Connected Persons regarding the Auction.

Secondly, a Bidder, its Connected Persons and Insiders shall prior to the submission of an Application, and after the submission of an Application and until the date when the Licences have been issued, refrain from any action that could have an adverse effect on the Auction.

Thirdly, a Bidder, its Connected Persons and Insiders may neither prior to nor during the Auction enter into any agreement or establish any understanding with a third party if the agreement or understanding directs this third party not to participate in the Auction, or restricts the ability of this third party to participate in the Auction.

5.4.4 Directors and employees, identifying obligations

Circumstances may arise where Bidders, their Connected Persons and their respective Insiders have common board members and/or employees. If this occurs, the Bidders concerned need to ensure as specified in clause 22 of the Danish Energy Agency’s Decision that the respective Persons:

• are not involved in the submission of the Application, or bidding, for both Bidders or their Connected Persons; and

Page 37

• are not in possession of, or obtain, any Confidential Information concerning both Bidders or their respective Connected Persons or Insiders.

A Bidder shall prior to the submission of its Application take all reasonable measures for the purpose of identifying its Connected Persons, Associated Persons and Insiders.

A Bidder shall also ensure that its Connected Persons take all reasonable measures to identify and inform the Bidder if they have any board members or employees who are Insiders in relation to another Bidder, so that the Bidder can take appropriate precautions to ensure that the rules on Confidential Information are not breached.

5.4.5 Penalties

The rules on penalties are set out in clauses 80-85 of the Danish Energy Agency’s Decision, cf. Annex C.

In the event that an individual Bidder breaches the auction rules, the Bidder can either be fined but permitted to continue in the Auction, or be fined and excluded from the Auction, depending on the severity of the breach. If a Bidder is excluded from the Auction, all bids of the Bidder in question will be void. For the avoidance of doubt, there may be retrospective changes made to the process of the Auction up to that point so far as it affects other Bidders.

The Danish Energy Agency may impose a penalty of up to DKK 150 million if the Bidder violates the rules mentioned in clause 80.

In case the Danish State has sustained a greater loss as a result of the Bidder's breach of the rules, the Danish State may claim compensation under the general rules of Danish law.

The amount of the agreed penalty will be determined following a proportionality assessment that will take account of the nature of the breach and the potential or actual damage caused by the breach, including any impact on the Auction or mobile market.

Less severe infringements of the rules, such as a Bidder's failure to submit information in connection with an Application for the Auction, where the actual or potential harm seems limited may therefore result in a lower penalty.

However, a severe breach of the rules applicable to the Auction, such as collusion or intentional behaviour intended to unfairly distort competition or have an adverse effect on the Auction, will result in a higher penalty, possibly combined with exclusion from further participation in the Auction.

Generally, where infringements are caused not by the Bidder, but by its Insiders and Connected Persons, then the Danish Energy Agency has discretion to waive penalties

Page 38

if it can be shown that the Bidder has taken all reasonable steps to avoid the infringement and that the infringement has not caused major detriment to the Auction, or to determine the size of the penalty with consideration hereof.

Events which may lead to exclusion from the Auction and/or imposition of an agreed penalty among others include the following:

• A Bidder has submitted false or misleading information to the Danish Energy Agency.

• A Bidder or any of its Connected Persons is colluding or attempting to collude with any other Person to distort the outcome of the Auction, or is acting in a way which is likely to distort the outcome of the Auction.

• The Bidder or any of its Connected Persons, or any Insider, discloses Confidential Information to others to an unnecessary extent.

• The Bidder or any of its Connected Persons is obtaining or attempting to obtain Confidential Information in relation to any other Bidder.

• Any board member or employee of a Bidder or its Connected Persons, who is also a board member or employee of another Bidder or its Connected Persons, is taking part in the preparation of both Bidders' participation in the Auction or is receiving Confidential Information relating to both Bidders and their Connected Persons.

Similarly, the Danish Energy Agency may impose a penalty on a Licensee of up to DKK 150 million if upon the issue of the Licence the Danish Energy Agency finds that the Licensee has violated the rules mentioned in clause 80 or the rule in clause 69 regarding demand guarantee for payment instalments.

Page 39