Arribatec Group ASA — AGM Information 2015

Dec 4, 2015

Recommendation to the general meeting of Agasti Holding ASA regarding the composition of the board of directors

Recommendation to the general meeting of Agasti Holding ASA regarding the composition of the board of directors

The nomination committee in Agasti Holding ASA has consisted of Ove Steinar

Larsen, chairman, and members Truls Foss and Line Sanderud Bakkevig.

The current board members were elected at last year's two general meetings which

were held 18 June and 19 November 2014. The term of office for board members is

two years, and therefore no members of the board are up for election. However,

following the transaction where an affiliate of Blackstone acquired 34 percent

of Agasti's operational activities it is natural to consider adjustments in the

composition of the board, both in terms of number of members and the expertise

the company needs in the future. Following initiatives from shareholders, the

company's board of directors and the management, the nomination committee

proposes that changes are made to the composition of the board, and the entire

current board will therefore be up for election.

The committee regards its most important task as finding board candidates that

are regarded as having the necessary competence and capacity to carry out the

tasks required of a board of directors. The nomination committee has also aimed

to compose the board of persons with a willingness and ability to collaborate.

The nomination committee has been in contact with shareholders and the company's

executive personnel as part of its work on proposing candidates for election to

the board. The nomination committee's work is regulated by the guidelines for

the work of the nomination committee which was adopted by the general meeting 26

June 2013.

In accordance with the company's articles of association, the board shall

consist of three to seven members.

The nomination committee recommends that the general meeting elects the

following board of directors:

1. Tom Ruud, chairman of the board (new)

2. Kathryn Moore Baker, board member (new)

3. Live Haukvik Aker, board member (new)

4. Erling Meinich-Bache, board member (re-elected)

5. Øystein Tenold, board member (new)

The nomination committee would like to thank resigning board members for their

hard work throughout a demanding period for the company.

A short resume for each of the new board candidates is attached.

Oslo, 3 December 2015

Ove Steinar Larsen (sign.)

chairman of the nomination committee

This information is subject of the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.