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MRQ - Disclosure in NRC GROUP ASA - Attachment: MajorNO - Shares_ESMA_StandardForm_Shares_Nordea Funds Ltd. - Contractual Funds_FundManagement_NRC Group ASA_2025-06-05.pdf

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Date:22 October 2015 ESMA/2015/1597

# **Standard form for notification of major holdings**

| NOTIFICATION OF MAJOR HOLDINGS                                                     |                                                                                                                                       | (to be sent to the relevant issuer and                                     |                                   | to the competent authority)i           |  |
|------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------|-----------------------------------|----------------------------------------|--|
|                                                                                    |                                                                                                                                       | 1. Identity of the issuer or the underlying issuer of existing sharesii:   |                                   |                                        |  |
| NRC Group ASA<br>Lysaker torg 25, Lysaker, NO-30, 1366, NO                         |                                                                                                                                       |                                                                            |                                   |                                        |  |
|                                                                                    |                                                                                                                                       | 2. Reason for the notification (please tick the appropriate box or boxes): |                                   |                                        |  |
| [X] An acquisition or disposal of shares<br>[ ] Other (please specify)iii:         | [] An acquisition or disposal of financial instruments<br>[ ] An event changing the breakdown of shares                               |                                                                            |                                   |                                        |  |
|                                                                                    | 3. Details of person subject to the notification obligationiv :                                                                       |                                                                            |                                   |                                        |  |
| Name:                                                                              | City and country of registered office (if applicable):                                                                                |                                                                            |                                   |                                        |  |
|                                                                                    | Nordea Funds Ltd.<br>Satamaradankatu 5, Helsinki, FI-00020, Finland<br>4. Full name of shareholder(s)<br>(if different from 3.)v<br>: |                                                                            |                                   |                                        |  |
| -<br>Nordea Avkastning Fund                                                        |                                                                                                                                       |                                                                            |                                   |                                        |  |
| -<br>Nordea Norge Pluss Fund                                                       |                                                                                                                                       |                                                                            |                                   |                                        |  |
| -<br>Nordea Norge Verdi Fund                                                       |                                                                                                                                       |                                                                            |                                   |                                        |  |
| -<br>Nordea Nordic Small Cap Fund                                                  |                                                                                                                                       |                                                                            |                                   |                                        |  |
| -<br>Nordea Norwegian Stars Fund                                                   |                                                                                                                                       |                                                                            |                                   |                                        |  |
| 5. Date on which the threshold was crossed or reachedvi:<br>2025-06-05             |                                                                                                                                       |                                                                            |                                   |                                        |  |
|                                                                                    |                                                                                                                                       |                                                                            |                                   |                                        |  |
|                                                                                    |                                                                                                                                       | 6. Total positions of person(s) subject to the notification obligation:    |                                   |                                        |  |
|                                                                                    | % of shares (total of<br>7.A)                                                                                                         | % of shares through fi<br>nancial instruments<br>(total of 7.B.1 + 7.B.2)  | Total of both in %<br>(7.A + 7.B) | Total number of<br>shares of issuervii |  |
| Resulting situation<br>on the date on which<br>threshold was<br>crossed or reached | 9.86%                                                                                                                                 |                                                                            | 9.86%                             | 172,954,549.00                         |  |
| Position of previous<br>notification (if appli<br>cable)                           | 14.82%                                                                                                                                |                                                                            | 14.82%                            |                                        |  |

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#### **7. Notified details of the resulting situation on the date on which the threshold was crossed or reached**viii**: A: Shares Class/type of shares** ISIN code (if possible) **Number of shares**ix **% of shares Direct** (Art 9 of Directive 2004/109/EC) **Indirect** (Art 10 of Directive 2004/109/EC) **Direct** (Art 9 of Directive 2004/109/EC) **Indirect** (Art 10 of Directive 2004/109/EC) Equity: NO0003679102 17,054,646.00 9.86% **SUBTOTAL A** 9.86%

| B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC |                         |                                  |                                                                                                |             |
|--------------------------------------------------------------------------------|-------------------------|----------------------------------|------------------------------------------------------------------------------------------------|-------------|
| Type of financial<br>instrument                                                | Expira<br>tion<br>datex | Exercise/<br>Conversion Periodxi | Number of shares<br>that may be ac<br>quired if the instru<br>ment is exercised/<br>converted. | % of shares |
|                                                                                |                         |                                  |                                                                                                |             |
|                                                                                |                         | SUBTOTAL B.1                     |                                                                                                |             |

| 2004/109/EC                          |                     |                                          | B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive |                               |                       |
|--------------------------------------|---------------------|------------------------------------------|-------------------------------------------------------------------------------------------------|-------------------------------|-----------------------|
| Type of finan<br>cial instru<br>ment | Expiration<br>datex | Exercise/<br>Conversion<br>Period x<br>i | Physical or<br>cash settle<br>mentxii                                                           | Number of<br>voting<br>rights | % of voting<br>rights |
|                                      |                     |                                          |                                                                                                 |                               |                       |
|                                      |                     |                                          | SUBTOTAL<br>B.2                                                                                 |                               |                       |

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**8. Information in relation to the person subject to the notification obligation** (please tick the applicable box)**:**

**[X] Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.**xiii

**[ ] Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity**xiv**:**

| Namexv | % of shares if it<br>equals or is higher<br>than the notifiable<br>threshold | % of shares through<br>financial instruments<br>if it equals or is higher<br>than the notifiable<br>threshold | Total of both if it<br>equals or is higher<br>than the notifiable<br>threshold |
|--------|------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------|
|        |                                                                              |                                                                                                               |                                                                                |
|        |                                                                              |                                                                                                               |                                                                                |
|        |                                                                              |                                                                                                               |                                                                                |
|        |                                                                              |                                                                                                               |                                                                                |
|        |                                                                              |                                                                                                               |                                                                                |
|        |                                                                              |                                                                                                               |                                                                                |

**9. In case of proxy voting: [***name of the proxy holder***] will cease to hold [% and** *number***] voting rights as of [***date***]**

## **10. Additional information**xvi**:**

Done at Copenhagen on 2025-06-06.

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**Annex: Notification of major holdings** (only to be filed with competent authority and not with the relevant issuer)

| A: Identity of the person subject to the notification obligation             |
|------------------------------------------------------------------------------|
| Full name (including legal form for legal entities)                          |
| Nordea Funds Ltd.                                                            |
| Contact address (registered office for legal entities)                       |
| Satamaradankatu 5, Helsinki, FI-00020, Finland                               |
|                                                                              |
| E-Mail                                                                       |
| amreporting@nordea.com                                                       |
|                                                                              |
| Phone number / Fax number<br>+4555478035                                     |
|                                                                              |
|                                                                              |
| Other useful information (at least legal a contact person for legal persons) |
|                                                                              |

## **B: Identity of the notifier, if applicable**

**Full name**

Rasmus Kroner

**Contact address** Nicolai Eigtveds Gade 8, Copenhagen, 1401

**E-Mail**

amreporting@nordea.com

**Phone number / Fax number** 

+4555478035

**Other useful information** (e.g. functional relationship with the person or legal entity subject to the notification obligation)

## **C: Additional information:**

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#### **Notes**

*<sup>i</sup> Please note that national forms may vary due to specific national legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the applicable thresholds or information regarding capital holdings.*

*ii Full name of the legal entity and further specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic number identity).*

*iii Other reason for the notification could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or acting in concert.*

*iv This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases provided for in Article 10 (b) to (h) of Directive 2004/109/EC; or (c) the holder of financial instruments referred to in Article 13(1) of Directive 2004/109/EC.*

*As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting of acting in concert by a single party) the standard form does not provide for a specific method how to notify cases of acting in concert.*

*In relation to the transactions referred to in points (b) to (h) of Article 10 of Directive 2004/109/EC, the following list is provided as indication of the persons who should be mentioned:*

*- in the circumstances foreseen in letter (b) of Article 10 of that Directive, the natural person or legal entity that acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights;*

*- in the circumstances foreseen in letter (c) of Article 10 of that Directive, the natural person or legal entity holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions;*

*- in the circumstances foreseen in letter (d) of Article 10 of that Directive, the natural person or legal entity who has a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest is created;*

*- in the circumstances foreseen in letter (e) of Article 10 of that Directive, the controlling natural person or legal entity and, provided it has a notification duty at an individual level under Article 9, under letters (a) to (d) of Article 10 of that Directive or under a combination of any of those situations, the controlled undertaking;*

*- in the circumstances foreseen in letter (f) of Article 10 of that Directive, the deposit taker of the shares, if he can exercise the voting rights attached to the shares deposited with him at his discretion, and the depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;*

*- in the circumstances foreseen in letter (g) of Article 10 of that Directive, the natural person or legal entity that controls the voting rights;*

*- in the circumstances foreseen in letter (h) of Article 10 of that Directive, the proxy holder, if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion (e.g. management companies).*

*<sup>v</sup> Applicable in the cases provided for in Article 10 (b) to (h) of Directive 2004/109/EC. This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to in Article 10 of that Directive unless the percentage of voting rights held by the shareholder is lower than the lowest notifiable threshold for the disclosure of voting rights holdings in accordance with national practices (e.g. identification of funds managed by management companies).*

*vi The date on which threshold is crossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the notification obligation. For passive crossings, the date when the corporate event took effect.*

*vii The total number of voting rights shall be composed of all the shares, including depository receipts representing shares, to which voting rights are attached even if the exercise thereof is suspended.*

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*viii If the holding has fallen below the lowest applicable threshold in accordance with national law, please note that it might not be necessary in accordance with national law to disclose the extent of the holding, only that the new holding is below that threshold.*

*ix In case of combined holdings of shares with voting rights attached "direct holding" and voting rights "indirect holding", please split the voting rights number and percentage into the direct and indirect columns – if there is no combined holdings, please leave the relevant box blank.*

*<sup>x</sup> Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends.*

*xi If the financial instrument has such a period – please specify this period – for example once every 3 months starting from [date].* 

*xii In case of cash settled instruments the number and percentages of voting rights is to be presented on a delta-adjusted basis (Article 13(1a) of Directive 2004/109/EC).*

*xiii If the person subject to the notification obligation is either controlled and/or does control another undertaking then the second option applies.*

*xiv The full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity has to be presented also in the cases, in which only on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification as only thus the markets get always the full picture of the group holdings. In case of multiple chains through which the voting rights and/or financial instruments are effectively held the chains have to be presented chain by chain leaving a row free between different chains (e.g.: A, B, C, free row, A, B, D, free row, A, E, F etc.).*

*xv The names of controlled undertakings through which the voting rights and/or financial instruments are effectively held have to be presented irrespectively whether the controlled undertakings cross or reach the lowest applicable threshold themselves.*

*xvi Example: Correction of a previous notification.*