Meltwater N.V. Extraordinary General Meeting

Items 2(b) – (d). Recommended voluntary offer
Both the offer price and the proposed deal structure place minority shareholders in a disadvantageous position. The offer price of NOK 18 per share does not sufficiently reflect the company’s fundamental value. The proposed deal structure leaves minority shareholders with the option to either accept cash or roll their shareholdings into private Offeror shares. For Folketrygdfondet, the roll-over option is inconsistent with our mandate. As a result, Folketrygdfondet can either accept the cash offer or vote against the tender.
Based on an overall assessment, Folketrygdfondet as a long-term, financial minority shareholder will vote against the Board's proposal for a merger on the basis of the terms disclosed.