Arribatec Group ASA — Annual Report 2014

Mar 31, 2015

We have developed a dynamic portfolio management which highlights values, improves return, ensures more opportunities and strengthens liquidity for our clients

Annual report 2014

Contents

Leading provider
This is Agasti	3
Vision and values	4
Organisation	5
Group Management	6
The Board of Directors	8
Business areas
Business areas	11
Investment Management	12
Capital Markets	13
The past year
CEO's comments	14
Markets	16
Key Events	19
Main figures	20
Reports
Social responsibility	21
Risk management and internal control	25
Articles of association	27
Shareholder information	28
Corporate Governance	32
Results
Directors' report	40
Agasti Group – IFRS
Comprehensive income	49
Financial position	50
Changes in equity	51
Statement of cash flow	52
Notes to the consolidated accounts	53
Agasti Holding ASA – NGAAP
Income statement	83
Balance sheet	84
Cash flow statement	86
Notes to the company accounts	87
Confirmation from the Board	97
Auditor's report	98

We have trimmed and streamlined the business in order to ensure better returns and value for our customers and shareholders

This is Agasti

The Agasti Group has one of Norway's largest investment management environments within direct and alternative investments. The group offers advisory services relating to capital markets transactions and distribution targeted towards professional and institutional investors. The group was established in 1990 and the controlling company Agasti Holding ASA has been listed on the Oslo Stock Exchange since 2001.

The Agasti Group has established one of the market's most experienced environments within real estate, private equity, infrastructure, shipping and oil services. We have achieved this by bringing together dedicated individuals with international investment banking experience from renowned financial institutions both nationally and internationally.

The group has around 130 employees and is represented in Oslo, Stavanger, Stockholm, London, Luxembourg, Berlin and New York. The group's head office is situated in Oslo. As at 31.12.2014 the group had a total of NOK 50 billion under management.

On the basis of our professional strength, international experience and ability to create opportunities for our clients, we offer a comprehensive concept based on:

• Advice for and facilitation of capital market transactions for Norwegian and international environments
• Trading of unlisted shares from experienced brokers with solid investment capabilities and broad distribution towards professional and institutional investors
• Complete provision of investment management services associated with our clients' direct investments

Refer also to the detailed descriptions of the business areas on page 11.

We create opportunities

The vision "We create opportunities" has a clear ambition and indicates a clear direction. The vision invokes a sense of community and has been a guiding principle in the selection of our values. The group's objective with the vision and values is that, taken together, they will inspire and influence employee attitudes and contribute to decision-making processes.

Our values are:

Integrity

We are dependent upon our clients' trust. Trust and consideration for clients are crucial to our success. For us, the client comes first – always.

Knowledge

First-class advice requires great expertise, thoroughness and a methodical approach. Employees of the Agasti Group shall be recognised for their expertise and ability to utilise this expertise in the best interest of the client.

Energy

We are proactive, have high capacity and move with the market. This creates opportunities for our clients.

In the Agasti Group, values are guiding expressions of the culture that will lead the group towards our common vision.

Capital Markets Investment Management

Organisation

Agasti Holding ASA was listed on the Oslo Stock Exchange in 2001. The group's head office is located in Oslo.

The Agasti Group has organised its day to day business into two business areas, Capital Markets and Investment Management. The Capital Markets business area consists of the companies Agasti Wunderlich Capital Markets AS and Navexa Securities AB, and the Investment Management business area consists of the company Obligo Investment Management AS with subsidiaries.

Group management

Jørgen Pleym Ulvness

Chief Executive Officer Agasti Holding ASA and Obligo Investment Management AS

Ulvness joined the Agasti Group in September 2012 and has previously been the CEO of First Securities and Global Head of Investment Banking at Swedbank. He has previously been the deputy CEO and Chief Legal Officer of First Securities. He has also worked as a commercial lawyer in Advokatfirmaet Selmer. Ulvness also has broad experience as an advisor in connection with restructuring, mergers and acquisitions, emissions and other strategic ownership issues. He has extensive experience from serving on boards of directors, both as an advisor and as chairman or board member of numerous different companies. Ulvness graduated as a lawyer from the University of Oslo.

He owns 6,963,538 shares and 1,516,667 options in Agasti Holding ASA.

Christian Dovland Chief Financial Officer Agasti Holding ASA

Christian Dovland most recently served as Senior Director at Obligo Investment Management AS, a subsidiary of Agasti Holding. Dovland has extensive experience from capital markets and from various roles within economy and finance, including Arthur Andersen, controller and chief investment officer of Stormbull AS and CFO of Nesthood International ASA. Dovland worked more than 11 years with Corporate Finance at Swedbank First Securities and has the past year been responsible for private equity, infrastructure and renewable energy in Obligo Investment Management AS. Dovland holds a BA, MBA and MA from Heriot-Watt University and Monterey Institute of International Studies.

He owns 1,562,500 shares and 513,333 options in Agasti Holding ASA.

Svein Erik Lilleland Chief Executive Officer Agasti Wunderlich Capital Markets AS

Svein Erik Lilleland has 12 years' experience in most aspects of the supplier industry, including sales, strategy, finance and management. Lilleland has worked for the Norwegian Trade Council in Houston, been managing director of the CorrOcean Houston office and sales director and deputy managing director of CorrOcean ASA. Lilleland has lived and worked in the UK and USA for more than 15 years. He holds a BSc in Engineering from the University of Portsmouth and an MBA from London Business School.

He owns 2,127,264 shares and 513,333 share options in Agasti Holding ASA.

Kjersti Aksnes Gjesdahl

Head of Group Legal Agasti Holding ASA

Gjesdahl started in Navigea Securities as Head of Legal, Risk and Compliance in October 2012. As of January 2013 she was appointed Head of Group Legal in Agasti Holding ASA and from July 2013 she was Chief Executive Officer of Navigea Securities AS. Gjesdahl came from the position of senior lawyer in the banking and finance department of the law firm Arntzen de Besche and has previously worked for the Financial Supervisory Authority of Norway as a senior advisor within the departments for securities and market behaviour. Gjesdahl also has experience from the Norwegian Ministry of Justice, the courts and the law firm Schjødt. Gjesdahl holds a law degree from the University of Oslo and Katholieke Universiteit de Leuven.

Gjesdahl owns 859,375 shares and 513,333 share options in Agasti Holding ASA.

Tor Arne Olsen

Chief Communication Officer Agasti Holding ASA

Olsen joined the Agasti Group in December 2012. He was previously head of communications at Swedbank First Securities, and press officer for the Oslo Stock Exchange for 11 years. His background primarily stems from finance, but he also has experience from real estate and pensions/insurance. He holds a Bachelor of Business Administration in Public Relations from The Norwegian School of Management – School of Marketing / BI Norwegian Business School.

Olsen owns no shares or share options in Agasti Holding ASA.

The Board of Directors

John Høsteland Chairman of the Board

John Høsteland is the self-employed owner of JH Consult. He has previously held the role of CEO in a number of companies including Höegh Capital Management ASA, Skogbrand Forsikring, First Securities ASA and Elcon Securities ASA, among others. Høsteland is a member of the boards of directors of Bank Norwegian, Aberdeen Baltikum, Höegh Capital Partners ASA, Guardian Corporate AS, Norwegian Finans Holding ASA and First Asset Management AS, in addition to a number of other companies. John Høsteland holds a Doctor of Science in Economics from the Norwegian University of Life Sciences at Ås. Member of the Board of Agasti Holding ASA from 18 June 2014.

Høsteland owns no shares, share options or warrant shares in the company.

Paal Victor Minne Board member

Minne has been newly appointed CFO at Perestroika AS and has until now led Nordea's shipping activities in Bergen. He has previously been responsible for the bank's shipping business in Asia, and has previously held positions as Vice President of DVB Bank AG with responsibility for shipping in the Oslo region, including a period in Singapore for the implementation of major financing projects. He has also worked as Assistant General Manager at DNB New York with responsibility for ship owners and offshore clients. Paal Victor Minne graduated from Norwegian School of Economics as Master in Business and Economics, specialising in financial management and financing. He also has attended various courses in corporate finance at the Amsterdam Institute of Finance. Member of the Board of Agasti Holding ASA from 19 November 2014.

Minne holds no shares, options or warrants, but has a business relationship with Perestroika AS, which is Agasti Holding ASA's largest shareholder.

Ellen M. Hanetho Board memeber

Ellen M. Hanetho is the CEO of Frigaard Invest. She has previously held senior positions in a number of companies, including Credo Kapital, Credo Partners, Goldman Sachs and Citibank. Hanetho is a member of the boards of directors of Telio Holding ASA, Fearnley Securities AS and Fearnley Project Finance AS. Hanetho holds a Bachelor of Art in Business Administration from Boston University. She also holds an MBA from Solvay Business School in Brussels, as well as an Executive MBA from INSEAD, Fontainebleau. Member of the Board of Agasti Holding ASA from 18 June 2014.

Hanetho owns no shares, share options or warrant shares in the company.

Trond Vernegg Board member

Trond Vernegg is a partner at Arntzen de Besche law firm, where he primarily assists as an advisor for listed and private companies in connection with transactions and ongoing operations. Vernegg is chairman of the board of directors of Guardian Corporate AS, member of the Board of Directors of AVANTOR AS, in addition to a number of other companies. He has previously held positions on the boards of directors of E-CO Energi Holding AS, Warren Wicklund AS, Warren Wicklund Kapitalforvaltning ASA, Elcon Securities ASA, Gjensidige NOR Equities ASA, Otrum ASA and Sparebank 1 Markets AS. Vernegg holds a law degree from the University of Oslo. Member of the Board of Agasti Holding ASA from 18 June 2014.

Vernegg owns no shares, share options or warrant shares in the company.

Erling Meinich-Bache Board member

Meinich-Bache is CFO of IKM Gruppen AS, a company related to one of Agasti Holding ASA's largest shareholders. He also holds a number of board positions in various companies, both within and outside the IKM Group, including the companies Energy Ventures III AS and Energy Ventures IV AS. He holds a Master of Science in Financial Management. Member of the Board of Agasti Holding ASA from 23 May 2012.

Meinich-Bache owns no shares, share options or warrant shares in Agasti Holding ASA, but has a business relationship with IKM Industri-Invest AS, which is one of the company's largest shareholders.

Beatriz Malo de Molina Board member

Beatriz is Senior Vice President and Head of Mergers & Acquisitions of Orkla ASA. She has previously been Investment Director of Kistefos Private Equity and Associate Principal for McKinsey & Co. in Oslo. Prior to her time in Norway, Beatriz worked for 10 years within Goldman Sachs's Investment Banking and Capital Markets divisions, in the New York, Mexico City, Frankfurt and London offices. Beatriz has served on several boards in international and Norwegian companies, both as Chairman and as non-Executive Director, and is currently a Director on the Board of Investinor AS. Beatriz graduated with summa cum laude honors from Georgetown University (Washington D.C.) and received an M.Phil. from the University of Oslo. Member of the Board of Agasti Holding ASA from 29 November 2013.

Molina owns no shares, share options or warrant shares in the company.

Kristin Louise Abrahamsen Wilhelmsen Board member

Wilhelmsen has many years' experience with investments in various asset classes from her family's investment company, and is General Manager of Flexiteek International AS. She has previously worked within finance with experience from the securities department and credit department at DNB (formerly DnC). Wilhelmsen holds a number of positions on the boards of family-owned companies. Wilhelmsen has studied Economics at Lund University. Member of the Board of Agasti Holding ASA from 18 June 2014.

Wilhelmsen owns no shares, share options or warrant shares in the company.

Our dedicated employees provide services within asset management, brokerage services, project financing and corporate finance.

Business areas

The Agasti Group has one of Norway's largest investment management environments within direct and alternative investments. The group offers advisory services relating to capital markets transactions and distribution targeted towards professional and institutional investors. The group was established in 1990 and the controlling company Agasti Holding ASA has been listed on the Oslo Stock Exchange since 2001.

The Agasti Group has established one of the markets's most experienced environments within real estate, private equity, infrastructure, shipping and oil services. We have achieved this by bringing together dedicated individuals with international investment banking experience from renowned financial institutions both nationally and internationally.

The group has around 130 employees and is represented in Oslo, Stavanger, Stockholm, London, Luxembourg, Berlin and New York. The group's head office is situated in Oslo. As at 31.12.2014 the group had a total of NOK 50 billion under management.

On the basis of our professional strength, international experience and ability to create opportunities for our clients, we offer a comprehensive concept based on:

• Advice for and facilitation of capital market transactions for Norwegian and international environments
• Trading of unlisted shares from experienced brokers with solid investment capabilities and broad distribution towards professional and institutional investors.
• Complete provision of investment management services associated with our clients' direct investments

In the Agasti Group, we have streamlined two business areas to ensure an improved, more professional and comprehensive range of services for our clients.

Investment Management

The Investment Management business area consists of Obligo Investment Management AS. This company and its subsidiaries manage all direct investments that our clients have made through the Agasti Group. At the end of 2014 these totalled NOK 44 billion.

Obligo Investment Management offers comprehensive investment management services, including asset management, IR services and other business services on behalf of clients that have made various investments through the Agasti Group. This includes everything from the development and facilitation of investment projects to extensive reporting on the development of existing investment portfolios. Obligo is also responsible for board representation, following up portfolios on a daily basis and for ensuring that the Capital Markets brokers are highly familiar with and updated on the various investment products.

Obligo is among the largest real estate management companies in the Nordic region and has leading expertise within private equity, real estate, infrastructure, shipping, energy and oil services. Our team is composed of highly skilled individuals with experience from ABG Sundal Collier, Swedbank First, Pareto, Morgan Stanley and Deutsche Bank, to name but a few.

The company manages real estate portfolios comprising a total of NOK 34 billion. The next largest sector is shipping, in which clients have NOK 5 billion under management. Private equity is the third largest with NOK 3 billion under management.

Obligo Investment Management AS operates in Oslo, Stockholm, Berlin, London, Luxembourg and New York.

Capital Markets

The Capital Markets business area consists of the companies Agasti Wunderlich Capital Markets and Navexa Securities AB, and offers advisory services and the facilitation of various types of capital markets transactions. We assist Norwegian and international industry with financing, mergers, acquisitions, strategy changes and restructuring processes.

Agasti is among Norway's largest brokers of unlisted shares, and has an experienced broker desk with solid investment capabilities and broad distribution towards professional and institutional investors.

We have established one of the most experienced teams within the sectors in which the Agasti Group aims to have a leading position; real estate, private equity, shipping and energy and oil services. We achieved this by bringing together dedicated individuals with international investment banking experience from renowned environments within Norway and abroad.

Agasti Wunderlich Capital Markets AS and Navexa Securities AB operate in Oslo, Stavanger, Stockholm and the USA.

Agasti has honed its business model by focusing more strongly on institutional and professional investors

We are now entering the home stretch

Over the past few years, extensive changes have defined the Agasti Group for our clients, employees and owners, and 2014 was no exception. However, what made 2014 different is that we began to see the outline of an Agasti based only on our new business areas, Investment Management and Capital Markets, and where all previous Acta activities are on their way to becoming history. This is in line with our expressed ambitions.

At the time of writing this summary (March 2015) we are also well on the way to having cleared up the most demanding issues we have inherited from the Acta period – an extensive complex of complaints in Norway and Sweden. As we have clearly expressed since late 2014, our clear ambition is that all previous activities, including current complaints, shall be history within the first six months of 2015. We are therefore now entering the home stretch after two and a half years of working with the extremely demanding exercise of completely turning the organisation around, where all previous activities with their associated challenges are now history and where we have restructured and established a completely new organisation that is already operating on a healthy and profitable basis.

If we disregard provisions and costs solely associated with the restructuring processes and winding up of old activities, the streamlining of the organisation and settlement agreements and provisions for potential settlements with clients, the new business areas delivered a profit before tax of between NOK 9 million and NOK 15 million per quarter over the past six quarters. In a period with such extensive changes and challenges, it is a good sign that we are able to deliver such stable results from the underlying operations. Since we now know that we can exclusively focus on our new activities going forward, and that we no longer need to use time, money and energy on areas within we shall not continue to operate, things look promising for the future.

We have established a completely new strategic mentality for the further development of clients' investment portfolios.

Because it is demanding to have to wind up old activities, undertake restructuring processes and establish new activities at the same time. And along the way, it has been necessary to let around 260 employees go, while simultaneously recruiting around 100 new employees in order to adapt our competence to our new activities. At the end of 2014, we had reduced our annual cost base by NOK 120 million compared to 2013, while we are simultaneously working to streamline the organisation and reduce costs further.

But most important of all: we have established a completely new strategic mentality for the further development of clients' investment portfolios. Based on dynamic portfolio management with solid investment management competence, and with corporate finance competence integrated within the management team, we have moved away from a passive hold-to-maturity strategy to a more opportunity-oriented and transaction-based restructuring strategy where we seek to pursue investments where we see that this is profitable for

our clients. An important principle in this strategy is that clients shall always be given the opportunity to choose between redeeming their investments in accordance with the original mandate, or partially or entirely retaining their investments in new structures, where they have the possibility to invest together with professional, institutional investors. In addition, our broker desk ensures improved liquidity in the unlisted market, so that our clients may purchase or sell shares whenever they wish at as attractive prices as possible.

In order words, 2014 was not only notable for its extensive changes. 2014 was perhaps the most important year in Agasti's history so far – the year in which we finally saw the evidence that we are about to succeed.

Jørgen Pleym Ulvness CEO

Markets

2014 was the sixth year in a row with an upturn for most stock markets. The World Index gave a rate of return of 7.2 per cent measured in local currency and 29 per cent in Norwegian kroner. The established markets in particular contributed to the price increase. Despite periodic uncertainty as a result of the Crimean crisis, tension between Russia and the West, conflicts in the Middle East and the significant drop in the oil price towards the end of the year, overall volatility remained at a relatively low level.

Of the established markets, it was the American Stock Exchange that was most successful. The S&P 500 Index rose by a solid 11.4 per cent measured in US dollars and 38 per cent measured in Norwegian kroner. By comparison, the Euro Stoxx 50 Index rose by a modest 1.2 per cent measured in Euros. The Oslo Stock Exchange Benchmark Index was weighed down by the significant drop in the oil price, which in combination with a weaker Norwegian kroner resulted in almost the entire extra return seen up until October being wiped out. However, the Oslo Stock Exchange ended up by 5.0 per cent last year. The share performance in the growth markets also disappointed last year, and the MSCI Emerging Markets Index increased by just 2.6 per cent, measured in local currency.

The fixed-income markets were characterised by a decline in bond yields across the world. The most impressive return came from the German ten-year government bond rate, which fell from 2.0 per cent to a historic low of 0.5 per cent during the year. This gave a return of almost 15 per cent to the investors, which was significantly better than the German DAX Index, which rose by just 2.6 per cent. Government bonds gave better returns than credit bonds, within both Investment Grade and High Yield. The interest premiums increased throughout the year, particularly within oil price sensitive companies. The American High Yield Index rose by just 0.3 per cent in 2014, which is significantly lower than we have seen in recent years.

Most commodity prices weakened last year. The oil price was hit particularly hard. A barrel of North Sea oil fell from 115 to 55 dollars per barrel during the latter half of the year. This is

equivalent to a decline of over 50 per cent. The significant drop was not due to a collapse in the demand, but rather a stronger offer from both American shale oil and OPEC's oil production. Historically, Saudi Arabia has been the producer that has adjusted its oil export in order to stabilise the oil price. At the OPEC meeting in November, it was decided that production would continue unchanged, largely as a result of Saudi Arabia's wishes. There are several economic considerations behind the decision, but the fear of losing market shares as well as the desire to test the pain threshold for the shale oil manufacturers have been highlighted as the most important. Analysts across the globe have recently adjusted their oil price estimates downwards, and the consensus is that prices will remain low until the summer before gradually increasing.

USA

After five years with weak economic growth, it now looks like the American economy can finally be deemed healthy. Despite a cold start to the year as a result of an exceptionally hard winter, the BNP growth for 2014 is expected to end at 2.4 per cent, according to the International Monetary Fund (IMF). The growth is expected to increase further this year, and the latest forecasts from IMF indicate a growth of 3.6 per cent for the current year.

In particular, it is consumers, who are responsible for 70 per cent of the country's BNP, who are positively contributing to the growth. Consumer confidence is now at its highest level since 2007, which points towards a further increase in consumption going forward. In addition, the significant drop in the oil price is positive for the Americans, who are world's top fuel consumers. If the oil price remains at the current low levels, the purchasing power will probably increase significantly.

The good economic growth means that an increasing number of Americans are able to return to work. Last year 3 million new jobs were created – the greatest annual increase since 1999. At the same time, unemployment continues to drop and is now at 5.7 per cent – the lowest level since the financial crisis.

In line with declining unemployment and positive economic signals, the American Central Bank (FED) elected to gradually reduce its monthly support buying of bonds throughout the year. The programme was terminated in November, and much indicates that the FED will raise the key interest rate during the current year.

Europe

After several years with weak economic growth, most analysts had great hopes that the growth in Europe would pick up in 2014. Unfortunately this did not happen, and according to the IMF the economy grew by just a modest 0.8 per cent last year. It was the larger countries France, Italy and Germany that showed particularly disappointing growth rates.

The threat of too low inflation in the Euro zone became clearer throughout the year. In December, prices dropped by 0.3 per cent, and for the first time since the financial crisis hit the Euro zone experienced negative price growth. The low energy prices in particular have been responsible for the decline. Low inflation increases the actual value of debt, and therefore makes the reduction of debt more difficult. This can reduce general demand and economic activity.

President of the European Central Bank, Mario Draghi, implemented a number of measures last year in order to reverse the negative trend. During the year, the key interest rate was cut from 0.25 per cent to a record low 0.05 per cent. In addition, in October the European Central Bank (ECB) started to purchase securities, issued by banks with security in their lending to the private sector, for EUR 10 billion per month (so-called asset-backed securities). In January of this year, the ECB decided to expand its buy-back programme to also apply to government bonds. The purchases will start in March and will last until September 2016 in the first instance. In total, the ECB will purchase debt totalling EUR 60 billion per month, of which EUR 50 billion will be the purchasing of national debt. The Central Bank's President, Mario Draghi, hopes that the measures will stimulate increased economic activity and that inflation will approach the Central Bank's target of a two per cent annual price inflation.

The growth markets

Several of the emerging countries have experienced weak economic development in recent years. This especially applies to commodity exporting countries such as Brazil and Russia. This is reflected in the countries' share performance, and the São Paulo Stock Exchange was down 2.9 per cent last year, while the Moscow Exchange fell by 8.6 per cent, both measured in local currency.

Russia dominated the news throughout last year, first due to the occupation of Crimea, and then due to western sanctions and the rouble crisis. This has sent the Russian economy into free fall, and the country is entering a recession. Lack of confidence in the Russian economy and politics is great, and investors no longer dare to invest in the country. Last year, capital flight beat all previous records by a solid margin. The rouble weakened by an entire 43.5 per cent against the dollar in 2014 and the Central Bank had to make several desperate attempts to defend the currency. In December, the key interest rate was increased from 10.5 per cent to 17.0 per cent after the Central Bank had used considerable funds on support buying for the rouble.

The bright spot among the emerging economies last year was India. Since Narenda Modi was appointed as the country's new prime minister, the economy has improved and the annual growth rate was 5.7 per cent in the third quarter. According to the IMF, the growth is expected to increase further to around 6.3 per cent during the current year. The Bombay Stock Exchange was among the best stock markets last year, with an upturn of 32.3 per cent in local currency.

At the start of the year, there was great concern that the Chinese economy was heading for a significant slowdown. For many years, the Chinese authorities have been keen to steer the growth from being dependent upon export and investments to being more driven by domestic consumption. According to the IMF, China's BNP growth will reach 6.8 per cent in the current year, which is lower than it has been in recent years. However, it looks like the country will avoid a hard landing. The Chinese

Central Bank recently cut the key interest rate, and there will probably be more interest rate cuts to come if the growth declines further.

Despite periodic financial unrest, political conflicts and differences in the growth and inflation rates between the various countries, we expect improvement in the global economy this year. The upturn in the USA will continue and remain the motor that drives the global economy. Growth in Europe and Japan will probably improve somewhat as a result of the lower oil price and a more expansive monetary policy. Somewhat increased growth is expected in the emerging economies, even though the decline in growth rate in China will continue.

2015 will probably be a challenging year for investors. The government bond rates have fallen to historically low levels and the central banks' key interest rates are lower than the price increase in many countries. The hunt for returns will probably mean that investors will continue to move funds out of the fixed-income market and into shares this year. This may result in a moderate stock exchange rise in 2015.

Key events

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–

–

The group's investment advisory activities wound up

Cost reductions of around NOK 120 million per year implemented, with ambitions to undertake further cost reductions

New, dynamic investment strategy established based on transaction-based restructuring of investment portfolios, which provides opportunities for clients

Intensified strategy to terminate all former activities, including old complaints, with a clear ambition that the Agasti Group will only undertake new activities from the summer of 2015

Recurring revenues / total revenues

79% 82% 78% 93% 97%

Recurring revenues / fixed and activity-based costs

2010 2011 2012 2013

2014

Operating earnings (mnok)

Operational key figures	2010	2011	2012	2013	2014
Earnings per share (diluted)	-0.07	-0.28	-0.21	-0.01	-0.06
EBITDA per share (diluted)	-0.02	-0.17	-0.13	0.08	-0.02
Cash flow (net income + depreciations)	0.02	-0.17	-0.12	0.09	0.01
per share (NOK)
Equity per share (NOK)	1.27	0.91	0.72	0.78	0.73
Return on equity, annualized (%)	-6%	-26%	-26%	-1%	-8%
Equity ratio (%)	74%	48%	56%	55%	56%

General introduction

Corporate governance at Agasti Holding ASA is in accordance with the "Norwegian recommendations for Corporate governance" applicable at any time. Agasti Holding ASA will provide its reports in accordance with the recommendations and will explain how the group has complied with the individual items set out in the recommendations. In those cases where Agasti deviates from the recommendations, this will be commented on separately.

Agasti Holding ASA actively works to maintain the company's excellent contacts and keep an open dialogue with all participants in the capital markets.

Corporate social responsibility

Agasti is subject to the reporting requirements on corporate social responsibility in accordance with the Accounting Act § 3-3 c. This implies a requirement to give an account of "what the company is doing to integrate and respect human rights, employee rights and social issues, the environment and combating corruption in its business strategies, in its daily operations and relations with its stakeholders." The report in this chapter responds to these requirements. The report on corporate social responsibility in Agasti will be subject to discussion at Agasti's Annual General Meeting.

The Agasti Group's business operations depend upon the trust of customers, investors, shareholders and the authorities. Agasti Holding ASA (Agasti) has prepared corporate social responsibility guidelines which describe how the group has organised its activities in order to attend to the responsibilities the company has towards employees and society in general. Through actively exercised corporate social responsibility, the Agasti Group shall be characterised by a high level of integrity and good business practices. The group shall be known for its ethical business operations and transparent corporate governance and business management practices.

The overall objective of corporate social responsibility within the Agasti Group is to strengthen the group's competitiveness by reducing unnecessary risk, thereby creating opportunities and increased shareholder value. The Agasti Group shall attain commercial profitability by exercising respect for individuals, the environment and society in accordance with fundamental ethical values. The group and its employees shall act professionally and responsibly, and in accordance with national and international legislation. Beyond the market's expectations, actively exercised corporate social responsibility will further strengthen the group's reputation and business opportunities, as well as provide opportunities for a potentially larger base of customers and partners. By creating awareness of corporate social responsibility, the group will more easily enable its employees to identify instances of non-compliance.

Environmental considerations

Agasti's business operations shall comply with all relevant environmental legislation, and shall continuously strive to make improvements that may reduce or prevent pollution. Agasti shall operate a healthy business characterised by responsibility for employees, society and the environment. We will always comply with local environmental legislation in areas where we carry out our activities, and shall continuously improve our environmental work. Holding telephone meetings and video conferences instead of physical meetings that require travel which pollutes the environment, the recycling of paper and mobile telephones, and making employees aware of their consumption of office stationery are examples of measures that the group has implemented in order to reduce our overall impact on the environment around us.

Human rights

Agasti recognises international human rights. Agasti does not tolerate any form of offence or discrimination on the basis of gender, race, religion or sexual orientation. All Agasti employees are equal

regardless of gender, age, disability, life philosophy, cultural differences and sexual orientation. Individual qualities shall be respected and valued regardless of the employee's position within the group. The group shall not engage in business or other activities that may be connected with any breach of human rights. Agasti urges employees to report uncovered violations of human rights, and Agasti has prepared routines and systems for such reporting.

Working conditions

Working environment

Through the values of integrity, knowledge and energy, Agasti strives to be a workplace with a good working environment.

Contracts and terms of employment

All Agasti employees shall have a written contract and terms of employment that are in accordance with current applicable legislation and regulations. Salary and other conditions in comparable positions are the same for women as they are for men.

Recruitment, career opportunities and employee development

Recruitment, career opportunities and employee development are based on performance, qualifications and equal opportunities, regardless of race, skin colour, religion, salary, age, nationality, sexual orientation, civil status and disability. As a general rule, positions shall be advertised internally, as well as externally as necessary.

Discrimination and harassment

Agasti shall have a culture of proper and appropriate conduct. Discrimination, bullying and harassment are not accepted. We shall promote openness, so that censurable conditions can be taken up for discussion and solved as early as possible, and closest to where they occur. Employees are requested to report incidents of an undesirable nature to their relevant manager or to the company's safety representative. Agasti has prepared routines and systems for such reporting.

Health, safety and environment

Through active HSE work, Agasti shall create a healthy and safe working environment with a high level of employee satisfaction.

Corporate governance and integrity control

Trading activities

Employees within Agasti shall follow legislation and guidelines that are relevant to the group, and maintain high ethical standards. The Agasti Group has prepared ethical guidelines that employees are made aware of upon appointment, and which are easily accessible via the Intranet. Employees who become aware of possible breaches of legislation and regulations or possible violations of Agasti's corporate social responsibility guidelines are requested to report these in accordance with the established reporting procedures. Employees who report such violations may elect to make the report anonymously. Those who make reports shall also be protected against retaliation. The Agasti Group has prepared dedicated reporting procedures that employees are made aware of through publication via the Intranet.

Information management

As a listed company, Agasti is subject to strict requirements regarding information that may affect the share price. Agasti has prepared guidelines for proprietary trading and for the secure handling of insider information. The group has also prepared guidelines for employees' use of social media. The guidelines are easily accessible to employees via the Intranet. Information from Agasti shall be communicated correctly and precisely, both externally and internally. Agasti's employees are obligated to maintain confidentiality regarding commercial information that has not been made public. Caution shall be exercised when discussing Agasti's internal affairs in the proximity of third parties or via electronic media that may be open to others. Confidential agreements that the group has entered into shall be respected.

Customers and suppliers

Agasti shall act independently of its business connections. All customers shall be treated with integrity and respect, and customers' needs shall be attended to in the best way possible within Agasti's commercial and ethical frameworks. Suppliers shall be treated impartially and fairly. Expectations of our suppliers are based on the same requirements that we set for our own organisation.

Conflicts of interest

Agasti's employees shall act loyally towards Agasti's interests, and are not permitted to participate in activities that are not in line with Agasti's interests or that give an impression of impropriety or divided loyalty. Agasti has prepared guidelines for identifying and managing conflicts of interest, and guidelines for employees' directorships and or investments in other business activities.

Corruption

Agasti has zero tolerance for all forms of corruption.

Money laundering and financing of terrorism Agasti's employees are expected to have a conscious attitude towards and awareness of challenges relating to money laundering and the financing of terrorism. Employees in exposed positions are obligated to complete regular internal training, which must be completed within given deadlines. The agreements that the Agasti Group enters into with some of the group's most central partners also contain clauses that demand adherence to applicable regulations to prevent money laundering and the financing of terrorism.

At least once each quarter the companies within the Agasti Group check their client lists against the EU Global, UN Al-Qaida and UN Taliban lists. The Agasti Group also checks clients against PEP (politically exposed persons) lists. Elected representatives in Agasti Holding ASA including subsidiaries, in addition to representatives of investment companies managed by companies in the Agasti Group shall be checked against the above-mentioned lists prior to commencement. No suspicious transactions or customer relationships were discovered in 2014. Nor have any suspicious transactions been reported to the Norwegian National Authority for Investigation and Prosecution of Economic and Environmental Crime (Økokrim) in either Norway or Sweden.

Gifts

As a general rule, Agasti's employees shall not give or receive gifts to or from existing or potential customers. Gifts that are classified as insignificant and which are therefore non-taxable in accordance with relevant legislation may be given or received, provided that the purpose of the gift is not to gain advantageous treatment.

Drugs

Agasti opposes all illegal drug use.

Adherence to adopted guidelines

Systematic work

The Agasti Group has a clear interest corporate social responsibility and a basic willingness to work systematically with this. Systematic corporate social responsibility work is carried out through the updating and adaptation of both our corporate social responsibility guidelines and other internal regulations. All employees are obligated to notify the management of actual and potential deviations from the group's adopted corporate social responsibility guidelines. All employees are required to comply with both the regulations' wording and purpose in order to ensure the Agasti Group's reputation.

Compliance requirements

The responsibility to act ethically and in accordance with applicable regulations will always rest with the individual employee. Such compliance is a basic factor in every contract of employment. Significant breaches of compliance with the current applicable rules and regulations may have consequences for the employment relationship.

Future expectations

Today, it is a generally accepted attitude that industry must be more aware of the responsibility that lies with the individual in order to ensure that society is not negatively affected by business activities that are carried out. Consideration of human rights, employee rights, social conditions and the external environment, as well as measures to combat corruption, money laundering and the financing of terrorism, will therefore be important for all industry participants that wish to do their part in this important corporate social responsibility work. The Agasti Group is aware of its responsibilities, and will continue to further develop the company's procedures, guidelines and reporting in order to ensure that the organisation effectively attends to its responsibilities towards employees and the rest of society.

Risk management and internal control

Risk management and internal control are an integrated part of the group's management model

The Agasti Group has established risk management and internal control as an integrated part of the ongoing business activities. The overall framework for risk management and internal control is established at board level and subsequently implemented by the management and operative employees. Control functions (compliance) and auditing bodies support the execution of risk management and internal control through professional advisory services, quality assurance, follow-up and independent reporting at board and management level.

The purpose of risk management and internal control is to create assurance

The main purpose of risk management and internal control is to enable the group to achieve:

• Compliance with external legislation and regulatory requirements, as well as compliance with internal guidelines
• Quality and efficiency within internal operations
• Reliable internal and external reporting
• The establishment and development of a healthy culture, in which integrity and compliance with rules are critical factors

Operative risk management and internal control consist of a broad range of measures

The basis for effective risk management and internal control lies in the employees' culture and attitudes. In the Agasti Group, we continually work to create a clear culture where the aim is to create value and assurance for our clients. A broad spectrum of measures and management elements are used in order to achieve this. We set high professional and ethical competence requirements for our employees, and we work systematically with training, instruction and certification. Formal routines have been established in order to ensure quality, accountability and consistency in our work processes, supplemented by effective tools and ICT systems. All responsible managers shall ensure that current work processes are adapted to changes in regulations and risk, and that established internal control measures are completed. Significant changes in risk conditions are communicated

through established management forums and reporting lines on an on-going basis, so that appropriate risk management measures can be implemented.

In the subsidiaries, the management teams and company boards of directors have the overall responsibility for ensuring proper management and control. At group level, these tasks are undertaken by group management and the corporate board of directors. At group level, an audit committee has also been established, which carries out significant work in order to support the corporate board of directors in the follow-up of financial reporting, risk management, internal control, internal audits and financial audits. In sum, the culture and the operative controls, in addition to follow-up by management and the board of directors, constitute a first line of defence that ensures effective risk management and internal control of the group's activities.

Independent control functions and audit bodies have also been established

As a second line of defence, risk management and compliance functions have been established within the subsidiaries. The control functions are independent of the operative organisation and report directly to the general manager and the board of directors. The control functions work in accordance with a systematic control methodology in collaboration with the risk functions, and focus on work within and towards areas requiring a high level of control. Even though the controls are strict and intended to identify any omissions and control failures, they also have the purpose of forming a systematic and professional foundation that will help to ensure that established control measures function as intended. Internal control is deemed to be functioning effectively on the basis of confirmation from the responsible manager and continued positive rest results from the control functions.

In several of the subsidiaries a third line of defence has also been established – internal audit. The internal audit team is independent of the operative organisation and the management. The team works directly with the boards of directors and carries out independent audits of the first and second lines of defence. The internal audit team's audit plan is set by the board of directors, based on the internal audit team's independent assessments of governance, risk management and internal control. Typical audit subjects relate to organisation, management processes, control regimes, ICT security and capital management, as well as core and supporting business processes. The Agasti Group has outsourced the internal auditor role to PwC in order to ensure an independent and external third line of defence, as well as flexibility with regard to access to competence and capacity.

It is important to base management practices on the company's culture, routines and trust, but within the Agasti Group this is balanced with a second and third line of defence that undertake testing and control activities without guidance from the operative organisation. Trust, but control.

The corporate board of directors and company boards undertake a complete assessment of the control regime annually

The risk management and control regime established through the three lines of defence ensures the continual management and control of the group's activities and risks. Once a year, and more frequently if necessary, the group undertakes a structured, complete assessment of risk and internal control in all subsidiaries and underlying business areas. The assessment process is carried out using common methods and is targeted towards three main topics; (1) how has internal control functioned throughout the previous year, (2) what risks does the organisation face at the start of the new year, and (3) is the internal control at the start of the new year sufficient for the risk situation or is

there a need a for additional measures. The final product consists of a formal debriefing and action plan at group level, company level and at underlying business area level. The measures usually consist of improvement measures linked to the existing control regime, control measures for managing new risks, and assessments of control measures that are so important that they should be subject to closer follow-up from the first, second and third lines of defence. In sum, the process forms an important basis for the follow-up of risk management and internal control throughout the coming year at group level, company level and underlying business area level.

Further strengthening of the risk management and internal control regime

Throughout 2014 the group has further strengthened the risk management and compliance functions so that the scope of independent controls has increased compared with the previous year. From 2015, compliance and risk functions (second line of defence) and an internal audit team (third line of defence) have been established in Obligo Investment Management. In 2014, a comprehensive internal audit programme and escalation of the control regime's controls was carried out in Agasti Wunderlich Capital Markets and Navexa Securities. In sum, internal control has been further strengthened throughout 2014.

Articles of association for Agasti Holding ASA

Adopted at the annual general meeting of 31 March 2005, last amended at the Board meeting of 17 December 2014.

§ 1 Company name and registered office

The company is a public limited company. The company's name is Agasti Holding ASA. The company's registered office is located in the city of Oslo.

§ 2 Objects

The Company's objective is to manage its interests, conduct financial and industrial investments and provide administrative services, as well as all other activities which are naturally related to this.

§ 3 Share capital

The company's share capital totals NOK 52,962,447.06 divided among 294,235,817 shares, each with a nominal value of NOK 0.18. The shares shall be registered with the Norwegian Registry of Securities.

§ 4 Share transfer

Notification of any acquisition of shares in the company shall be sent immediately to the Norwegian Registry of Securities. The purchaser of a share may only exercise the rights appropriated to a shareholder when the acquisition has been registered in the shareholder register, or when he or she has reported and paid for the acquisition.

§ 5 Structure of the Board

The company's Board of Directors consists of three to seven members according to the resolution adopted by the general meeting.

§ 6 Nomination committee

The company's nomination committee consists of three to five members according to the resolution adopted by the general meeting.

§ 7 Company signature

One board member together with either the Chairman of the Board or the Chief Executive officer may sign for the company. The Board of Directors may grant power of attorney and special authorisations.

§ 8 Ordinary general meeting

The ordinary general meeting shall be held annually by the end of June. The Board of Directors shall call the general meeting by issuing written invitations with at least 21 days' notice to all shareholders with a known address, unless the Joint Stock Public Companies Act allows a shorter notice. Shareholders who wish to attend must send notification of such to the company within the deadline specified on the notice of the general meeting. The deadline must not be more than five days before the date of the general meeting. The right to participate and vote at the company´s general meeting only can be exercised for shares when the purchase of shares is listed in the shareholder register no later than five workdays prior to the general meeting. At the general meeting, each share is allocated one vote.

§ 9 Publishing of general meeting documents on the company's website

If documents to be considered by the general meeting in accordance with the agenda for the meeting have been made available on the company's website, the company does not have to send these physically to the shareholders. Any such documents shall, however, be sent free of charge upon request from individual shareholders.

§ 10 Location of the general meeting

The general meeting shall be held in the city of Oslo where the company's registered office is. However, the Board of Directors may decide to hold the general meeting in the city of Stavanger or elsewhere when appropriate.

§ 11 Duties of the general meeting

The ordinary general meeting shall: Approve the annual accounts consisting of the profit and loss account, the balance sheet and the annual report, including the consolidated accounts and dividends. Address other items to be dealt with by the general meeting according to legislation or the articles of association.

08.05.15 Quarter 1 interim report 2015

10.06.15 Ordinary general meeting

19.08.15 Quarter 2 interim report 2015

04.11.15 Quarter 3 interim report 2015

Shareholder information

Stock exchange listing

Shares in Agasti Holding ASA were listed on the SMB list at the Oslo Stock Exchange on 16 July 2001. The company was included in the Oslo Stock Exchange Main Index, OSEBX, from January 2004 and from October 2004 in the "OB Match" list after the Oslo Stock Exchange replaced the previous industry structure for companies structured by liquidity. After the 25 largest companies on the OBX list, the "OB Match" list consists of the most liquid companies. One of the criteria for inclusion is that there is a average of minimum of 10 trades in the shares per day. The company's stock exchange ticker is AGA. In 2014, the number of Agasti shares traded on the Oslo Stock Exchange was 143 million, which gives a velocity of circulation of 0.5. On average in 2014, 0.6 million shares across 37 transactions per day were traded in Agasti Holding ASA. The company complies with Oslo Stock Exchange's recommendations regarding the reporting of IR information, which sets requirements regarding the information that must be made available on companies' websites.

Share capital and shares

As at 31 December 2014, Agasti Holding ASA had a share capital of NOK 53.0 million, divided into 294,235,817 million shares, each with a nominal value of NOK 0.18.

Authorisation to issue shares

Agasti Holding ASA's annual general meeting has given the company's board of directors authorisation to issue new shares. The authorisation was granted at the ordinary annual general meeting on 18 June 2014 and applies for the issuing of up to 29 million shares with a nominal value of NOK 0.18. The authorisation is valid until the date of the next ordinary annual general meeting, but no later than 30 June 2015.

During 2014, the board of directors of Agasti Holding ASA issued 241,353 shares under the authorisation granted by the company's general meeting on 26 June 2013. The shares were issued in order to fulfil the company's obligations in connection with stock options allocated to employees in senior positions which were exercised during the year. During 2014, the board of directors of Agasti Holding ASA also issued 521,738 shares under the under the authorisation granted by the company's general meeting on 18 June 2014. These shares were issued in order to fulfil the company's obligations under an incentive scheme towards employees.

The total number of shares issued by the board under the authorisation given by the annual general meeting during 2014 is 763,091.

Authorisation to acquire the company's own shares

The annual general meeting of Agasti Holding ASA has authorised the company's board of directors to purchase the company's own shares. The authorisation was granted at the annual general meeting on 18 June 2014 and applies to the acquisition of up to 29 million shares with a nominal value of NOK 0.18 within a price range of NOK 0.18 to NOK 10. The authorisation is valid until the date of the next ordinary annual general meeting, but no later than 30 June 2015.

During 2014, the board of directors of Agasti Holding ASA did not make use of this authorisation.

Options

In 2012, the Board of Directors of Agasti Holding ASA adopted an incentive scheme for selected managers in the Group. In 2014, this scheme was replaced by a new option scheme for selected managers within the Group. The scheme is part of a long-term incentive scheme for Agasti managers, which will contribute to creating positive results and attracting new employees as well as retaining existing employees. In 2014 241,353 options were redeemed by Agasti Group employees. At the time of the adoption of the annual accounts, a total of 4.77 million stock options have been allocated, of which employees in leading positions hold 3.06 million stock options. The allocation is in accordance with the authorisation granted by the annual general meetings on 23 May 2012 and 26 June 2013.

Of the options that were allocated in February 2012, and which expired in their entirety in February 2014, 241,000 were redeemed. The redemption prices for the outstanding options are NOK 1.33 for the options allocated in August 2012, NOK 1.58 for the options allocated in November 2012 and NOK 2.01 for the options allocated in March 2014. The redemption price for the options shall be reduced by the accumulated dividends paid out during the period after allocation of the options. No dividend was paid for the financial year 2013. The Board of Directors of Agasti Holding ASA has proposed to the annual general meeting that dividends are not paid out for the 2014 financial year. Stock options allocated to selected managers in the group during August and November 2012 may be redeemed by 1/3 in 2015 during specific periods. Share options allocated to selected managers in the Group during March 2014 may be redeemed by 1/3 in 2016 and 1/3 in 2017, during specific periods in both years. At the end of 2014, the share price was NOK 1.00.

As at 31 December 2014, Agasti Holding ASA had not issued any other financial instruments that may result in a demand for issuing of new shares other than the mentioned share options.

Share price performance

The share price at the end of the year was NOK 1.00, which prices the company at NOK 294 million. In 2014 the highest and lowest market prices have been NOK 2.19 and NOK 0.82 respectively. For comparison, the price at the end of 2013 was NOK 1.87. This constitutes a fall in the share price of 47 per cent during 2014. Oslo Stock Exchange's Main Index (OSEBX) rose by 5 per cent in the same period, whereas the finance index (OSE40) experienced a rise of 6 per cent.

The figure on the previous page shows the price and turnover development for shares in Agasti Holding ASA from 1 January to 31 December 2014 compared with the main index in the Oslo Stock Exchange.

Proprietary trading

Employees who normally have access to or work with investment services or management of financial instruments for securities companies, or on behalf of the securities company's customers, are covered by the proprietary trading rules regulated by securities trading legislation. It is crucial that the Agasti Group has a proper relationship with the financial market and the supervisory authorities, and the management has decided that all employees in the Agasti Group's securities companies Agasti Wunderlich Capital Markets AS and Navigea Securities AS, including its Swedish branch, in addition to Obligo Investment Management AS and Navexa Securities AB, will be covered by these rules. The company has prepared rules for how employees must behave in relation to the securities market.

Insider regulations

Agasti Holding ASA has clear rules for the group which regulate employees', employee representatives' and related parties' transactions in securities issued by Agasti Holding ASA. The rules set out a clear framework for how the transactions can take place and the periods during which trade in securities issued by Agasti Holding ASA is permitted.

Dividends policy

The company's dividends policy remains unchanged from 2013 and aims to pay out the highest possible share of the profits after tax as dividends, taking into account legislative requirements and the need for solvency and liquidity. The board of directors of Agasti Holding ASA has proposed to the company's annual general meeting that dividends are not paid for the 2014 financial year.

Shareholders

Agasti's owners include institutional owners, various investment companies and individual shareholders. At the end of the year, the 20 largest shareholders owned a total of 68 per cent of the company's shares. As at 31 December 2014, Agasti Holding ASA had 2,809 shareholders, 276 fewer than the previous year. The number of foreign shareholders has reduced from 167 to 140. The number of Norwegian shareholders has reduced from 2,918 to 2,669. An overview of the 20 largest shareholders as at 31.12.2014 is shown in the table below.

Shareholders	Number of shares	Equity stake
Perestroika AS	56 047 228	19.05%
Tenold Invest AS	30 845 106	10.48%
Coil Investment Group AS	27 436 755	9.32%
Best Invest AS	12 808 707	4.35%
IKM Industri-Invest AS	11 190 000	3.80%
Bjelland Invest AS	10 785 000	3.67%
Mons Holding AS	10 766 620	3.66%
Sanden A/S	7 500 000	2.55%
Coldevin Invest AS	6 963 538	2.37%
SEB Private Bank S.A. (Extended)	4 500 000	1.53%
Athena Invest AS	3 042 904	1.03%
Basic I AS	2 500 000	0.85%
International Oilfield Services AS	2 500 000	0.85%
Heden Holding AS	2 200 764	0.75%
JAG Holding AS	2 200 000	0.75%
Steinar Lindberg A.S	2 100 000	0.71%
Melesio AS	2 054 527	0.70%
Westco AS	2 000 000	0.68%
Brattetveit AS	1 833 022	0.62%
Lokenmoen Invest AS	1 822 917	0.62%
Total 20 largest shareholders	201 097 088	68.35%
Total other shareholders	93 138 729	31.65%
Total number of shares	294 235 817	100.00%

Percentage of foreign shareholders

At the end of 2014 the total percentage of foreign shareholders amounted to 11.2 million shares or 3.8 per cent distributed across 140 shareholders. For comparison, the percentage at the end of 2013 was 17.1 million shares or 5.8 per cent distributed across 167 shareholders, whereas the percentage of foreign shareholders at the end of 2012 was 7.6 per cent. An overview of the distribution by nationality has been provided in the table below.

Country of residence	Number of shares	In per cent	Share holders	In per cent
Norway	283 000 522	96.18	2 669	95.02
Luxembourg	5 238 463	1.78	2	0.07
Sweden	2 571 275	0.87	68	2.42
Denmark	715 990	0.24	16	0.57
Great Britain	620 911	0.21	9	0.32
Cayman Islands	500 000	0.17	1	0.04
Others	1 588 656	0.54	44	1.57
Total	294 235 817	100.00	2 809	100.00

2015 Financial calendar

The financial calendar is presented on page 28. The quarterly presentations and the annual general meeting are usually held in Oslo. All presentations are open and the quarterly presentations are transmitted via the internet.

Investor contact

The Agasti Group wishes to maintain the company's excellent contacts and keep an open dialogue with all participants in the capital markets. The Investor Relations role is exercised by the company's Head of IR Jo-Inge Fisketjøn. Contact information can be found below:

E-mail: ir@agasti.no, tel.: +47 21 00 33 49

Internet

The Agasti Group's interim reports, interim presentations, annual reports, stock exchange announcements, up-to-date shareholder registers, etc. are continuously published at www.agasti.no.

Corporate governance

Agasti is subject to the reporting requirements for corporate governance by the Norwegian Accounting Act § 3-3b, and "The Norwegian Code of Practice for Corporate Governance", cf. Continuing Obligations for listed companies section 7. The Norwegian Accounting Act is available on www.lovdata.no. "The Norwegian Code of Practice for Corporate Governance" is available at www.nues. no. This statement will be subject to treatment at the annual general meeting in Agasti.

Norwegian Code of Practice

"The Norwegian Code of Practice for Corporate Governance" was first published by the Norwegian Corporate Governance Board (NUES) on 7 December 2004. On the basis of changes to legislation and regulations and experience gained from the use of the Code of Practice, NUES annually evaluates whether it is necessary to update the Code of Practice. Revisions to the Code of Practice were presented on 8 December 2005, 28 November 2006, 4 December 2007, 21 October 2009, 21 October 2010, 20 October 2011, 23 October 2012 and 30 October 2014. Agasti Holding ASA will report in accordance with the Code of Practice in effect at any given time and explain how the group has complied with the individual sections of the Code of Practice. Instances where Agasti departs from the Code of Practice are commented on separately. Below you can find an overview of the recommendations.

1. Statement regarding corporate governance

The Board of Directors of Agasti Holding ASA will comply with the Code of Practice for Corporate Governance in all key areas. The group has prepared guidelines for corporate social responsibility, ethical guidelines, guidelines for identifying and managing conflicts of interest and internal guidelines for proprietary trading and insider trading. The guidelines describe laws and regulations applicable to all employees, temporary workers and employee representatives, both internally and across the group's interest groups. The ethical guidelines are based on the Agasti Group's basic values, which guide all activities within the group. Agasti's activities are based on values such as: integrity,

knowledge and energy. The ethical guidelines are clearly communicated throughout the organisation and define what is desirable and undesirable conduct. The guidelines that describe corporate social responsibility deal with the Agasti Group's responsibility towards the people, society and environment affected by the company.

2. Activities

Agasti's vision is "We create opportunities". The vision has clear ambition and indicates a clear direction. The vision invokes community and has been a guiding principle in selecting the group's values. The group's objective with the vision and values is that they will inspire and influence employee attitudes and contribute to decisionmaking processes. The articles of association of Agasti Holding ASA are reproduced in their entirety in the annual report.

3. Company capital and dividends Equity

As at 31 December 2014 the group's equity was NOK 215 million, which comprised 56 per cent of the total capital. Agasti has a business model that requires low capital, which is also confirmed by the fact that the need to invest is low during periods of organic growth. The board of directors continuously analyses the company's financial solvency requirements in light of the company's objectives, strategy and risk profile.

Dividends policy

The company's dividends policy remains unchanged from 2013, which means that the company will exercise a dividends policy whereby the highest possible share of the net income is paid as dividends, taking into account legal requirements and needs for satisfactory financial solvency and liquidity. For the 2014 financial year, the board of Agasti Holding ASA has proposed that dividends are not paid.

Capital increase

Agasti Holding ASA's ordinary general meeting has given the company's board of directors authorisation to issue new shares. The authorisation was

granted at the ordinary general meeting on 18 June 2014 and applies for the issuing of up to 29 million shares with a nominal value of NOK 0.18. The authorisation is valid until the date of the next ordinary general meeting, but no later than 30 June 2015. The authorisation is based on a desire to be able to cover the company's capital requirements, issue shares as payment in the event of acquisitions and pay stock options or allocate shares, stock options and/or warrant shares to employees in senior positions.

During 2014, the board of directors of Agasti Holding ASA issued 241,353 shares under the authorisation granted by the company's general meeting on 26 June 2013. These shares were issued in order to fulfil the company's obligations in connection with stock options granted to employees in senior positions which were exercised during the year. During 2014, the board of directors of Agasti Holding ASA also issued 521,738 shares under the authorisation granted by the company's general meeting on 18 June 2014. These shares were issued in order to fulfil the company's obligations under an incentive scheme towards employees. The total number of shares issued during 2014 by the board under the authorisation given by the general meeting is 763,091.

At the ordinary general meeting it will be proposed that the company's board of directors be granted a new authorisation to issue up to 29 million new shares, valid until the next annual ordinary general meeting, but which will expire no later than 30 June 2016. The authorisation to issue remains applicable for just under 10 per cent of outstanding shares.

The general meeting of Agasti Holding ASA has authorised the company's board of directors to purchase the company's own shares. The authorisation was granted at the general meeting on 18 June 2014 and applies to the acquisition of up to 29 million shares with a nominal value of NOK 0.18 within a price range of NOK 0.18 to NOK 10. The authorisation is justified in that such authority is common in large listed companies and provides the opportunity to use the financial instruments and mechanisms prescribed by the Norwegian act

relating to public limited liability companies. It also gives the company the opportunity to optimise its capital structure. The authorisation is also granted so that the company is able to use its own shares as consideration in the case of acquisitions and to fulfil the option scheme for management and key personnel, etc. The authorisation is valid until the date of the next general meeting, but no later than 30 June 2015.

It will be proposed that this authorisation is replaced at the ordinary general meeting by a new authorisation to buy back up to 29 million shares, valid until the next ordinary general meeting, but with an expiry date no later than 30 June 2016.

During 2014, the board of directors of Agasti Holding ASA did not make use of this authorisation.

4. Equal treatment of shareholders and transactions with related parties

Agasti Holding ASA has one share class, in which each share entitles the holder to one vote at the company's general meeting. Equal treatment of shareholders has also been ensured in that all capital increases after the stock exchange listing in 2001 have occurred with preferential rights for existing shareholders. The only exceptions have been for emissions targeted at employees and capital increases which took place in connection with the company's procurement of the investment advice company Axir ASA in 2010, the procurement of the securities company Wunderlich Securities AS in 2013 and emissions in connection with the company's obligations under incentive schemes towards employees in leading positions and other key personnel. However, in the case of other emissions targeted at employees, all employees have been able to participate under the same conditions, regardless of their position within the company. If the company's board of directors approves capital increases which deviate from the preferential rights of existing shareholders on the basis of the authorisation given at the general meeting, the reason for this must be made public in a stock exchange announcement in connection with the capital increase.

Authorisation regarding the purchase of the company's own shares gives the board of directors purchasing freedom in relation to the methods through which the purchasing and sale of shares can occur. Transactions in the company's own shares would normally be carried out in the Oslo Stock Exchange or otherwise in accordance with the market price. All subsidiaries are wholly owned and as such there are no conflicts of interest with any minority shareholders.

During 2014 there have been no material transactions between the company and shareholders, the board of directors or management. Potential conflicts of interest between the board of directors and these groups are dealt with by the board of directors.

5. Free negotiability

The company has no ownership or trading restrictions affecting the company's shares.

6. General meeting

The general meeting ensures that shareholders are able to participate in the body which constitutes the highest authority in the company and in which the company's Articles of Association are stipulated. The board of directors will facilitate in such a way that as many shareholders as possible can exercise their ownership rights by participating in the company's general meeting.

Notice

The general meeting is held by 30 June each year. In 2015 the general meeting will be held on 10 June. Notice and agenda documents for ordinary and extraordinary general meetings are, without exception, issued to shareholders with a minimum of 21 days' notice. The board of directors also strives to make the nomination committee's recommendations available at least 21 days before the general meeting. The company's financial calendar is published through stock exchange announcements, on Agasti's websites and in the company's annual report. The board of directors ensures that agenda documents include all necessary information in order for shareholders to be able to consider all items that will be dealt with. The annual report is

only published electronically. Shareholders may request a physical copy of the annual report free of charge. The general meeting is usually held in Oslo in accordance with the company's Articles of Association.

Participation

The company's Articles of Association stipulate that the deadline for registration may not expire earlier than five days before the date of the general meeting and that the right to participate and vote in the general meeting may be exercised only for shares when the share position has been entered in the register of shareholders by the fifth working day preceding the general meeting. Shareholders are welcome to vote by proxy and proxies may be granted for each individual case that is discussed. Proxy forms are enclosed with the notice and may also be used to provide instructions concerning votes associated with each item under discussion. The chairman of the board of directors will, if desired, be able to vote on behalf of shareholders as an authorised proxy. The board of directors feels that recommendations from the nomination committee should be voted on as a whole and not individually. This is because the committee's recommendation for candidates for each position in the company's bodies is based on the properties already represented in the board of directors by members not up for election. The nomination committee attempts to supplement these with members who hold the desired experience and expertise.

As a rule of thumb, the chairman, management, chairman of the nomination committee and the auditor will be present. In recent years the general meeting has been chaired by an independent chairperson. In 2014 the ordinary general meeting was held on 18 June and 47 per cent of the total capital was represented. An extraordinary general meeting was held on 19 November, at which 42 per cent of the total capital was represented. The minutes from the general meeting are made available on the company's website as soon as possible and no later than 15 days after the general meeting is held.

7. Nomination committee

At the ordinary general meeting on 31 March 2005, it was stipulated in the Articles of Association that Agasti Holding ASA shall have a nomination committee in accordance with the recommendations on corporate governance. In accordance with guidelines adopted by the general meeting, the nomination committee's tasks include providing recommendations to the general meeting for the election of board members and remuneration of said members. The committee shall consist of three to five members each serving for two years. All members and the chairman of the committee will be elected by the general meeting. The general meeting determines the committee's remuneration based on the nomination committee's recommendations.

The committee consists of Ove Steinar Larsen (chairman), Truls Foss (member) and Line Sanderud Bakkevig (member). All committee members are considered independent of the board of directors and management employees. The Chief Executive Officer or other management employees are not members of the nomination committee. The composition of the nomination committee aims to balance multiple concerns, among other things, emphasis is placed on the principle of independence and impartiality in the relationship between the committee and those who will be elected. The nomination committee's independence from the board of directors and the company management implies that the recommendation for members of the nomination committee should be made by the nomination committee itself. The deadline for providing input regarding candidates to the board of directors and the nomination committee is 31 December 2015 and this can be done by contacting Agasti Holding ASA c/o the nomination committee, PO Box 120, 4001 Stavanger, Norway. The nomination committee's recommendation of members is normally issued with the notice for the general meeting. The composition of the nomination committee is decided by simple majority vote.

8. Corporate assembly and board of directors – composition and independence Corporate assembly

At the end of 2014 the Agasti Group had 124 permanent employees, the majority of whom are employed in Agasti Wunderlich Capital Markets AS and Obligo Investment Managmenet AS, subsidiaries of the parent company Agasti Holding ASA. There is no requirement for a corporate assembly.

Board of Directors

The board of directors of Agasti Holding ASA consists of seven members and currently has the following composition: John Høsteland (chairman), Paal Victor Minne, Ellen M. Hanetho, Trond Vernegg, Kristin Louise Abrahamsen Wilhelmsen, Erling Meinich-Bache and Beatriz Malo de Molina.

Independence

Agasti endeavours to ensure independence between shareholders, the board of directors and the company's administration. No members of the Agasti Holding ASA board of directors are employees of the group. Of the seven board members, five are independent of main shareholders. These are John Høsteland, Ellen M. Hanetho, Trond Vernegg, Kristin Louise Abrahamsen Wilhelmsen and Beatriz Malo de Molina. Paal Victor Minne and Erling Meinich-Bache represent two of the company's largest shareholders and is therefore not regarded as independent.

Board members are selected in accordance with the Norwegian act relating to public limited liability companies for two years at a time. The Chief Executive Officer is not a member of the board of Directors.

Board members' shareholdings

As at 31.12.14, no board member of Agasti Holding ASA owns shares or stock options in the company. Paal Victor Minne represents Perestroika AS, which owns 56 million shares in Agasti Holding ASA. Erling Meinich-Bache represents IKM Industri-Invest AS, which owns 11.2 million shares in Agasti Holding ASA. Even if board members are encouraged to own shares in the company, the board of directors recognises the value of board members without any ownership interest in the company, making them fully independent of other shareholders.

Selection of the board of directors

The members of the board of directors and its chairman are elected at the general meeting. The nomination committee prepares a recommendation of board members prior to the election. The recommendation is usually issued to shareholders together with the notice of the general meeting. The composition of the board of directors is decided by simple majority vote. For the election of new board members, the suggestions for the board's composition take into account conditions set out in the code of practice with regard to independence from the management. This means that the majority of the shareholder-elected members who are selected must be independent of the company's general management and significant business connections. At least two of the shareholder-elected members should be independent of the main shareholders and representatives of the general management should not be members of the board. Suggestions for the composition of the board will also emphasise diversity, the ability to collaborate and a balanced gender representation.

9. The work of the board of directors

The duties of the board of directors

The board has the overall responsibility for the management of the group and for overseeing general management and the group's business activities. The main tasks include participating in shaping the group's strategy, as well as control and advisory tasks. Each year, the board prepares a plan for the coming year's work, in which meeting dates and themes are set out. The board appoints the CEO.

Rules of procedure

The board has developed rules of procedure for the board and the general management with emphasis on clear allocation of internal responsibilities and tasks.

Board committees

Agasti Holding ASA has two board committees, an audit committee and a remuneration committee. The audit committee is a subcommittee of the board of Agasti Holding ASA, the purpose of which is to be a preparatory body with regard to the board's supervisory function in terms of financial reporting and the effectiveness of the company's internal control system, and other tasks that are assigned to the audit committee in accordance with the committee's mandate.

The duties of the audit committee:

• To prepare the board's quality assurance of the group's accounting and financial reporting
• To evaluate the company's fundamental accounting principles and analysis of entries
• To make sure a risk profile for Agasti is established based on board-approved objectives; establish principles and a framework for risk management within the Group; monitor the company's internal controls, the company's risk management systems and internal auditing, including the internal auditor's plans and ensure the internal auditor has sufficient resources
• To facilitate a systematic annual review of the processes for risk management and the results of the risk assessments in the individual companies as part of the operational management, and ensure that the risk management system is effective
• To receive and assess consolidated risk reports for subsidiaries
• To ensure the reaching of objectives within the risk tolerances, as defined in the prevailing applicable strategy
• To describe the key elements in the company's risk management in the annual report in accordance with good accounting practice and the recommendations of the Norwegian Corporate Governance Board (NUES)
• To ensure that risk management and internal controls are established in accordance with laws and regulations, statutes, orders from licensing authorities and guidelines issued by the board of management by, among other things, the processing of reports.
• To evaluate its work and competence related to the company's risk management, ICAAP and internal checks
• To maintain contact, as required, with the company's selected auditor regarding the auditing

of the company's interim and annual accounts, both on a company and consolidated level

• To review the external auditor's plans and budget
• To, together with the external auditor, review and monitor the independence of the auditor and the auditing company, including any services other than auditing that are provided by the auditor or auditing company
• To assist the board in the exercise of its control and management function, especially with regard to ensuring that all operations within Agasti Holding are conducted in accordance with the applicable legislation, regulations and guidelines
• To ensure that the company establishes and maintains internal procedures and instructions in line with applicable legislation and regulations, and to ensure that these are communicated to employees

The audit committee consists of Erling Meinich-Bache, chairman, Beatriz Malo de Molina and Kristin Louise Abrahamsen Wilhelmsen. The members of the audit committee are considered to be independent of the company.

The audit committee's mandate satisfies the legal requirement for audit committees for listed companies.

The remuneration committee is a subcommittee of Agasti Holding ASA's board, and aims to ensure that the Agasti Group has a remuneration scheme which will help to promote and provide incentives for good management and control of enterprise risk, prevent excessive risk-taking, and contribute to preventing conflicts of interest.

The duties of the remuneration committee:

• To provide the board with guidelines and cases regarding remuneration for leading employees

• To determine and ensure that the company, at any given time, has and follows guidelines and a framework for a remuneration scheme that shall apply to the entire company and its subsidiaries and that is in accordance with the regulations concerning remuneration schemes in financial institutions, investment companies and management companies for mutual funds

• To prepare all cases regarding the remuneration scheme which shall be determined by the board of directors in the securities companies

• To propose remuneration for the CEO
• To determine salary levels and the principles for, and scope of, bonus schemes
• To deal with other significant personnel-related issues for leading, and other, employees
• To act as a common remuneration committee, in accordance with regulations for the entire Agasti Group

Agasti Holding ASA has been given permission by the Financial Supervisory Authority of Norway to have a common remuneration committee for the group and as such there is no requirement regarding separate remuneration committees in the regulated companies.

The remuneration committee consists of John Høsteland, chairman, Ellen M. Hanetho and Trond Vernegg. All members are considered to be independent of employees in senior positions.

The board's self-assessment

The board carries out an annual self-assessment of its operations and expertise, which includes an analysis of the board's composition and how members function both individually and as a group in relation to the goals that have been set.

10. Risk management and internal control

The Agasti Group has established risk management and internal control as an integrated part of the on-going execution of business activities. The overall framework for risk management and internal control is established at board level and subsequently implemented by the management and operative employees through the establishment of routines, systems and the on-going follow-up of risk and control activities. Independent risk management and compliance functions and internal audits support the execution of risk management and internal control through the provision of professional advisory services, quality assurance, follow-up and independent reporting at board and management level.

The main purpose of risk management and internal control is to provide reasonable assurance that the group will achieve:

• Compliance with legislation and regulations, as well as internal guidelines
• Quality and efficiency within internal operations
• Reliable internal and external reporting

The main elements in the internal control of financial reporting consist of a common service centre for finance and accounting, where a comprehensive financial control regime has been established. Internal financial reporting is used actively in the commercial follow-up of the organisation, both at overall and operative level. This means that any errors and omissions are quickly identified by those who possess thorough knowledge of the organisation's financial development, so that the probability of significant errors in the financial reporting is unlikely. At the overall level, control of the financial reporting is carried out through handling by the company's management teams and boards, as well as through the group's consideration of the accounts by group management, the audit committee and the board of directors.

See also the dedicated section of the annual report in which risk management and internal control are discussed in detail.

11. The board of directors' remuneration

The board of director's remuneration is decided upon at the general meeting and is in accordance with the board's responsibilities, expertise and time spent. In 2014, remuneration paid to the board was NOK 520,000 for the chairman of the board and NOK 260,000 for other members. The chairman and members of the audit committee also received an additional NOK 110,000 and NOK 70,000 respectively. Members of the remuneration committee also received NOK 20,000 each. The chairman of the nomination committee was paid NOK 40,000 and other members NOK 20,000 each.

From the ordinary general meeting in 2014 until the ordinary general meeting in 2015, it has been decided that the board of directors' remuneration

will be NOK 500,000 for the chairman of the board and NOK 250,000 for other members. The chairman and members of the audit committee also receive an additional NOK 110,000 and NOK 70,000 respectively. Members of the remuneration committee receive NOK 20,000 each. The chairman of the nomination committee will be paid NOK 40,000 and other members NOK 20,000 each.

This remuneration is fixed and is in no way dependent upon results.

12. Remuneration to employees in senior positions

The CEO's remuneration is determined by the board of directors. The board also sets guidelines for remuneration of other employees in senior positions, including fixed salaries and the principles for and scope of bonus schemes. These guidelines are presented at the general meeting. The guidelines for remuneration of employees in senior positions are described in detail in the notes to the annual report.

13. Information and communication

Agasti Holding ASA aims to carry out accounting and financial reporting that is trusted by the financial market. Emphasis is placed on information being equal and synchronous. Effective communication with the financial market is ensured through all significant new information being sent as stock exchange announcements in accordance with applicable regulations, including the company's financial calendar with dates for the publication of interim reports, general meeting and any dividend payments.

Agasti works to ensure open and active communication with the financial market. Open investor presentations are arranged in connection with annual and quarterly results. The company's quarterly and biannual presentations are transmitted live on the Internet and are also available on the company's website under Investor Relations. Agasti Holding ASA has applied for and been granted dispensation from the language requirements specified in the securities trading act. Interim reports are therefore published in English only. The company has placed emphasis on further developing and improving the webpages for

Investor Relations content. The company complies with Oslo Stock Exchange's recommendations on reporting of IR information,

in which, among other things, requirements are set out relating to the information which must be made available on companies' websites. The need for further improvement of these pages is assessed on a continuous basis.

The group's Investor Relations department is in regular contact with shareholders, investors, analysts and the financial market in general.

Shareholders, investors, brokers, analysts and other parties with an interest in Agasti shares are encouraged to contact the company's IR department by e-mail ir@agasti.no or by phone +47 21 00 33 49. Contact information is easily accessible on the company's website.

14. Corporate takeover

In the event of any takeover bids, the board and management of Agasti have an independent responsibility to ensure that the shareholders in Agasti are treated equally. The board has particular responsibility for ensuring that shareholders have sufficient information to be able to consider the offer. The board endorses the code of practice's condition that the board cannot try to prevent or impede an offer regarding the company's business or shares, and will adhere to this. No significant share issuance authorisations exist beyond that which is accounted for here, or other possible measures that can be used to impede or prevent any offer on the company's shares. In the event of an offer for the company's shares, the board will provide a statement with an assessment of the offer and a recommendation to the company's shareholders. If the board is not able to make a recommendation, the reason for this will be given.

In the event of a takeover situation, the board will assess whether to obtain a valuation from an independent expert.

Transactions that, in effect, constitute a sale of the company, will where possible be presented at the general meeting for a final decision.

15. Auditor

The external auditor submits a plan to the board annually, in which the main features of the planned audit are described. The external auditor participates in the board meeting that deals with annual accounts, as well as other board meetings or audit committee meetings at which significant decisions in relation to accounting or internal control are to be made, along with any other meetings in accordance with the board's wishes. Both the internal and the external auditor participate in two audit committee meetings per year. The auditors shall, on an annual basis, explain the work carried out in the previous financial year including particular circumstances that have been subject to attention or discussion with management, as well as the organisation and implementation of internal control in the operational subsidiaries. Together with the audit committee, the internal auditor reviews the conditions regarding risk management and internal control within the group. Both the external and internal auditor can meet with the board without the general management being present, if there is a need for this.

The external auditor is engaged on the basis of the ordinary conditions for each company in the group. The external auditor carries out limited tasks for the group beyond auditing and assistance with the preparation and reporting of tax accounts. Fees for auditing and consultancy services are explained in the notes to the annual accounts and are also stated in the documentation for the general meeting.

REDEGJØRELSER DIRECTORS' REPORT

Directors' Report

The Agasti Group

The Agasti Group consists of the parent company Agasti Holding ASA and the wholly-owned subsidiaries Obligo Investment Management AS, Agasti Wunderlich Capital Markets AS and Navexa Securities AB. The group's activities are also carried out from the companies Obligo Real Estate AS, Obligo Real Estate Inc., HBS Asset Management Germany GmbH and Obligo Accounting Services AS, which are wholly-owned subsidiaries of Obligo Investment Management AS. The group also owns the companies Navigea Securities AS 1), Agasti Business Services AS, Acta Asset Management AS and Acta Kapitalforvaltning AS, including Acta Kapitalforvaltning AS's Swedish branch Acta Kapitalförvaltning.

Overview of activities and where the group operates

The Agasti Group undertakes activities within the management of alternative investments, and acts as an advisor and facilitator of capital market services and distributor of investment products targeted towards wealthy individuals, companies and institutional investors. Agasti's strategy is to generate competitive returns, increased liquidity and dividends for investors through solid management and the transaction-based restructuring of investment portfolios.

The group was established in 1990 and the controlling company Agasti Holding ASA has been listed on the Oslo Stock Exchange since 2001. The group operates in Norway, Sweden, Germany, Luxembourg, Great Britain and the USA. The Agasti Group has established one of the market's most experienced professional environments within real estate, shipping, private equity, infrastructure and energy and oil services. This has been achieved by bringing together

¹⁾ On 20 June 2014, the Financial Supervisory Authority of Norway decided to revoke Navigea Securities AS' licences to provide investments services. Navigea Securities AS is permitted to provide certain investment services until 30 June 2015, to the extent that this is necessary in order to ensure the proper winding up of client relationships.

dedicated individuals with international investment banking and management experience from renowned financial institutions in Norway and abroad. Collectively, the Agasti Group's activities represent everything from distribution, through facilitation and advice associated with project financing and capital market transactions for industry, to the complete management of the investments our clients have made through the Agasti Group. Operations requiring licences from the authorities are carried out by the companies Agasti Wunderlich Capital Markets AS, Navexa Securities AB and Navigea Securities AS . The activities of Obligo Investment Management AS are subject to the Act regarding the management of alternative investment funds. The Agasti Group does not undertake research and development activities.

Agasti's vision is "We create opportunities". The vision has a clear ambition and indicates a clear direction. The vision invokes a sense of community and is a guiding principle in the selection of values and objectives for our work; integrity, knowledge and energy. The group's objective with its vision and values is that they shall inspire and influence employee attitudes and provide direction for the group in decision-making processes.

Going concern assumption

In accordance with Section 3-3 of the Norwegian Accounting Act, it is hereby confirmed that the accounts have been prepared on the basis of a going concern assumption.

Corporate governance

Agasti Holding ASA has one share class, in which each share entitles the holder to one vote at the company's general meeting.

Agasti Holding ASA's ordinary general meeting has given the company's Board of Directors authorisation to issue new shares. The authorisation was granted at the ordinary general meeting on 18 June 2014 and applies for the issuing of up to 29 million shares with a nominal value of NOK 0.18. The authorisation is valid until the date of the next ordinary general meeting, but no later than 30 June 2015. The authorisation is based on a desire to be

able to cover the company's capital requirements, issue shares as payment in the event of acquisitions and pay stock options or allocate shares, stock options and/or warrant shares to employees in senior positions.

During 2014, the Board of Directors of Agasti Holding ASA issued 241,353 shares under the authorisation granted by the company's general meeting on 26 June 2013. These shares were issued in order to fulfil the company's obligations in connection with stock options granted to employees that were exercised during the year. During 2014, as a part of the Agasti Group's incentive scheme for employees in leading positions, the Board of Directors of Agasti Holding ASA also issued 521,738 shares under the authorisation granted at the company's general meeting on 18 June 2014. The total number of shares issued by the board during 2014 under the authorisation given by the general meeting is 763,091.

During 2014, the Board of Directors of Agasti Holding ASA has not used the authorisation granted at the general meetings of 26 June 2013 and 18 June 2014 to acquire up to 26 million and 29 million of the company's own shares, respectively.

In March of 2014, the Board of Directors of Agasti Holding ASA adopted a new incentive scheme for selected managers in the group. The scheme is part of a long-term incentive programme, which shall both help to create positive results and attract new employees, and retain existing key persons. At the time of adoption of the annual accounts, a total of 4.77 million stock options are outstanding, of which employees in leading positions hold 3.06 million stock options. The allocation is in accordance with the authorisation granted by the annual general meeting on 23 May 2012 and 26 June 2013.

All subsidiaries are wholly-owned and as such there are no conflicts of interest with any minority shareholders.

In 2014, there have been no material transactions between the company and shareholders, the Board of Directors or management. Potential conflicts of

interest between the Board of Directors and these groups are dealt with by the Board of Directors, and the Board of Directors has been extremely committed to following the current applicable rules regarding impartiality and good corporate governance.

The Accounting Act Section 3-3b, Sub-section 2 (statement on corporate governance)

The Board of Directors of Agasti Holding ASA complies with the current applicable Norwegian Code of Practice for Corporate Governance. The Board of Directors has provided a statement on Corporate Governance within the Agasti Group in a separate chapter of the annual report. The statement is also available at www.agasti.no. The statement on corporate governance also explains how the Accounting Act Section 3-3b, Subsection 2 is handled in the Agasti Group.

The Accounting Act Section 3-3c (statement on corporate social responsibility)

The Agasti Group has adopted dedicated corporate social responsibility guidelines, which describe how the group relates to environmental considerations, human rights, working conditions and corporate governance, as well as integrity and control. These guidelines are described in a separate statement on corporate social responsibility, which is included in the group's annual report for 2014.

Information on the working environment, equal opportunities and impact on the external environment

At the end of 2014, the group had a total of 124 full-time employees including seven employees on leave, in addition to 18 part-time employees (substitutes and temporary positions). At the end of the year, 112 persons were employed in the Norwegian operations, 27 in the Swedish operations and three in the American, including part-time employees. Agasti Holding ASA had 18 employees at the end of the year.

The Board of Directors regards the working environment in Agasti as good. The Agasti Group is characterised by highly qualified employees with a positive attitude and low sickness absenteeism.

Sickness absenteeism for the financial year totalled 7,626 hours, which corresponds to approximately 2.2 per cent of the total working hours, compared with 2.0 per cent in 2013. The increase can be attributed to the demanding and comprehensive reorganisation process undertaken during the year as a result of the winding up of the group's activities within Wealth Management. Agasti has not had any reported injuries, property damage or accidents of any significance in 2014. The nature of the group's activities is such that they only have a minor direct impact on the external environment.

Agasti has the goal of ensuring diversity within the group, and shall recruit, develop and retain the best employees, independent of gender, age, ethnicity or reduced functional ability. In certain job categories, the Agasti Group currently has a relatively uniformly composed group of employees. Agasti shall ensure diversity through targeted recruitment processes, where priority is placed on professional qualifications and competencies for the relevant role, as well as greater variation in the group's diversity. This will be an ongoing activity associated with the Agasti Group's recruitment processes. Individual departments have challenges in ensuring diversity among the qualified candidates. This is especially evident in administrative job categories in staffing and support functions. Here, the work to increase diversity will continue.

Central processes linked to the payment of salaries, working conditions and personnel policy have been established. These are intended to ensure that employees can maintain a balance between their career and family life, and safeguard employees against harassment and discrimination. Agasti has an ambition to carry out an annual employee survey to identify possible challenges linked to employee satisfaction and personnel management. Due to extensive organisational changes, which included a significant reduction in the workforce, an employee survey was not carried out in 2014, but one will be carried out in 2015.

The Board of Directors and management of Agasti place emphasis on equal opportunities between the genders and endeavour to facilitate this through the company's personnel policy in terms of salary, promotion and recruitment. However, Agasti has a clear gender division where men form the majority within senior positions and within advisory and management services. Women have a similarly dominant position within staffing and support functions. Agasti has an equal salary principle, which states that there shall be equal basic pay for equal work. However, men have a higher average salary than women, since the majority of management employees are men, and advisors and investment managers have a higher salary level on average than positions within staffing and support functions. Of the group's 142 employees, 54 were women and 88 were men. The company actively seeks women to take leading positions, including positions on the Board of Directors. The company's Board of Directors consisted of three women and four men at the end of 2014.

Comments on the annual accounts

In the view of the Board of Directors and Chief Executive Officer, the consolidated income statement, the consolidated balance sheet, the consolidated statement of changes in equity and the consolidated cash flow statement, and the notes attached for the group and the company income statement, the company balance sheet and the company cash flow statement with attached notes for Agasti Holding ASA, provide a full and fair account of the operations for the year and the financial position of the group at year end. No conditions have occurred after the end of the financial year that affect this assessment of the group or company's results and financial position that are not presented in the Directors' report or the annual accounts.

Income statement

The group's revenues totalled NOK 412 million in 2014, compared with 421 million in 2013. The reduction in relation to the previous year is mainly due to a significant reorganisation of the group's business model following the Financial Supervisory Authority of Norway's decision to revoke Navigea Securities AS' licences to offer investment services, partially counteracted by increased activity within the group's other business areas.

Transaction revenues ended at NOK 88 million. The corresponding figure for 2013 was 59 million. The increase compared with 2013 is due to increased activity within the Capital Markets segment, among other factors.

Equity under management at the end of 2014 totalled NOK 26 billion. The corresponding figure for 2013 was NOK 30 billion. The reduction is mainly a result of the winding up of activities within the Wealth Management segment, combined with dividend payments etc. to clients throughout the year.

Recurring revenues ended at NOK 324 million in 2014, compared with NOK 362 million in 2013. The reduction compared with the previous year is linked to the reduction in equity under management as a result of the winding up of the group's activities within Wealth Management, among other factors.

The Agasti Group has a strong focus on establishing long-term recurring revenues. Together with an active focus on expenses, this helps to strengthen the business model and make it more robust. In 2014, recurring revenues covered 82 per cent of the company's fixed and activity-based costs, compared with 97 per cent in 2013. Agasti has a strategic objective that the company's recurring revenues shall cover fixed and activity-based costs.

Agasti Holding ASA has no external operations, and had operating revenues of NOK 38 million from the provision of internal services within the group.

Earnings

MNOK	2014
EBITDA	-6
EBIT	-25
Restructuring costs	26
Provisions for future settlements	19
Settlements	19
EBITDA adj.	54
EBIT adj.	38

The underlying operation in the group is positive. Operating earnings prior to restructuring costs relating to the winding up of the group's activities within Wealth Management totalling NOK 26 million, and a total effect on earnings of NOK 38 million relating to settlements and adjustments in provisions for claims, totalled NOK 38 million.

In 2014, the Agasti Group's operating earnings (EBIT) ended at NOK -25 million, compared with NOK -4 million in 2013. The result after tax was NOK -17 million. The corresponding figure for 2013 was NOK -2 million. The downturn in the result is mainly due to restructuring costs totalling NOK 26 million in connection with the winding up of the group's activities within Wealth Management, in addition to NOK 38 million in costs associated with settlement agreements and provisions for potential settlements with claimants who brought legal proceedings relating to investments made in the period 2006-2008 against subsidiaries.

In 2014, variable and activity-based costs ended at NOK 22 million and NOK 114 million respectively, which is a total increase of NOK 50 million compared with the corresponding figures for 2013. Fixed contractual costs ended at NOK 283 million in 2014. The corresponding figure for 2013 was NOK 312 million. The reduction of NOK 29 million is a result of the comprehensive restructuring process the group implemented in 2014.

The group's tax expenses for the year are NOK -6 million, compared with NOK 5 million in 2013. The effective tax rate for 2014 is 26 per cent. The corresponding figure for 2013 was 171 per cent.

The parent company, Agasti Holding ASA, had operating earnings of NOK -21 million, compared with NOK -15 million in the previous year. The company had a net income of NOK -4 million compared with NOK 7 million the previous year. Net income includes group contributions received from the operative subsidiaries of NOK 54 million, while the company submits NOK 39 million in group contributions to non-operative subsidiaries.

Balance sheet

The group's total capital at the end of 2014 was NOK 383 million, compared with NOK 419 million at the end of 2013. The reduction is mainly explained by

the depreciation and write-downs on intangible assets and lower bank deposits, partially counteracted by increased accounts receivable. Consolidated equity at the end of the year was NOK 215 million, which represents an equity ratio of 56 per cent. The corresponding figures for 2013 were NOK 230 million and 55 per cent, respectively.

Cash flow and liquidity

In 2014 the group had a negative cash flow from operating activities of NOK -15 million. Cash flow from investing activities was negative at NOK -3 million, from investing in fixed assets and other financial assets. Cash flow from financing activities was negative at NOK -9 million as a result of the repayment of long-term debt, partially counteracted by capital increases. Liquidity at the start of the year was good, and remained so at year-end. Net liquid funds for the group at the end of 2014 totalled NOK 106 million. In addition, the group had unused overdraft entitlements totalling NOK 30 million. The group expects a continued acceptable liquidity situation in 2015.

Segment information

On the basis of the changes that have been made to the company's business model, the segment reporting was changed from the fourth quarter of 2014. Up to and including the third quarter of 2014, the Agasti Group reported on the segments Wealth Management, Markets and Other. From the fourth quarter of 2014, the Agasti Group has reported on the segments Capital Markets, Investment Management and Other. This change to the financial reporting has made the group more transparent and easier to understand.

Capital Markets

The companies Agasti Wunderlich Capital Markets AS and Navexa Securities AB have had responsibility for the group's operations within this segment in 2014.

The Capital Markets segment covers the group's activities subject to licences within corporate finance, institutional sales and product development. Capital Markets also covers project brokerage and the trading of unlisted shares on the secondary market.

Operating revenues totalled NOK 94 million in 2014, compared with NOK 30 million in 2013. Operating earnings ended at NOK 29 million, compared with NOK -10 million in 2013.

Investment Management

The group's activities within the Investment Management segment are undertaken by the company Obligo Investment Management AS and its subsidiaries. Investment Management activities represent a broad spectrum of management services, including investor relations and business operations on behalf of clients who have made various investments through the Agasti Group. This includes everything from the development and facilitation of investment projects to extensive reporting on the development of existing investment portfolios.

Operating revenues totalled NOK 149 million in 2014, compared with NOK 105 million in 2013. Operating earnings ended at NOK 27 million, compared with NOK 36 million in 2013. The reduction in earnings is mainly due to increased costs relating to the development of the group's activities within this segment.

Other

Group administration and group internal administrative services within finance and economy, personnel, IT, communications and markets are reported on under the Other segment, in addition to income and costs relating to Navigea Securities AS, Acta Kapitalforvaltning AS and Acta Asset Management AS. A significant proportion of the IT operations is contracted out to external partners. The Other segment normally has no external income, but covers costs by providing services to other segments through internal service agreements, entered into under arm's length conditions.

The total operating income for the segment was NOK -79 million, compared with NOK -30 million the previous year. The downturn in the result is mainly due to restructuring costs totalling NOK 26 million in connection with the winding up of the group's activities within Wealth Management, in addition to NOK 38 million in costs associated with settlement agreements and provisions for potential settlements with claimants who brought legal proceedings against subsidiaries.

Regulatory and legal matters

As previously mentioned, in June 2014 the Financial Supervisory Authority of Norway decided to revoke subsidiary, Navigea Securities AS' licences to offer investment services. The Board of Directors of Navigea Securities AS has taken the decision into consideration, and has initiated the winding up of the company's activities subject to licences, which will be completed by 30 June 2015.

Just under 450 Swedish investors, who in the years 2006 and 2007 invested in bonds issued by Lehman Brothers, and which were distributed by Acta Kapitalförvaltning, a branch of Acta Kapitalforvaltning AS, a subsidiary of Agasti Holding ASA, brought legal action against Acta Kapitalforvaltning AS, a branch of Acta Kapitalforvaltning AS, in the fourth quarter of 2010 and first quarter of 2011. The investment was partially financed through a loan by Kaupthing Bank.

The investors dispute the obligation to repay the loans to the bank, and have also turned to Acta Kapitalforvaltning AS as advisor to claim coverage for lost equity and any loan that is not covered by the bank. In March 2010, the Swedish National Board for Consumer Complaints (ARN) reached the principle decision that Acta Kapitalforvaltning AS is generally not liable towards the investors due to inexpedient advice in connection with the bankruptcy of Lehman Brothers. Given the timeline that has been set by Stockholm's District Court, the legal costs associated with the case are considered significant. Acta Kapitalforvaltning AS has therefore intensified the strategy of entering into settlements with the parties, including Kaupthing and its clients. As a result of this strategy, Acta Kapitalforvaltning AS entered into a settlement agreement with some of these clients on 21 October 2014. The agreement significantly reduced the group's maximum risk and exposure associated with the remaining cases, where legal proceedings are expected in 2016. Following this, there are less than 400 remaining claims.

In Norway, the Norwegian Consumer Council has assisted customers who have wished to pursue the cases against Acta Kapitalforvaltning AS and Acta Asset Management AS in accordance with the Norwegian Financial Services Complaints Board's treatment when the companies have not followed the Norwegian Financial Services Complaints Board's recommendations. These cases have been settled. Beyond this, a small number of cases remain. Acta Kapitalforvaltning AS still receives complaints relating to investments made during the period prior to 2010, but most of these are regarded as obsolete.

Although settlement is a preferred solution, it cannot be ruled out that Acta Kapitalforvaltning AS will file for bankruptcy protection or bankruptcy if the result of the negotiations is of a nature that necessitates such action.

Legal action relating to the misuse of confidential information has been brought against Obligo Investment Management AS in Great Britain. Following a review of the legal and factual basis of the case, Obligo Investment Management AS regards the risk associated with the case to be relatively limited. The case is scheduled for hearing during 2015.

AIFMD (Alternative Investment Fund Managers Directive) will have an impact on the Norwegian market for alternative investments. Agasti regards the fact that this market is now regulated as positive, and Obligo Investment Management AS will be a large and leading player in this new, regulated market. Obligo Investment Management has submitted an application for licences under the new legislation.

Capital adequacy requirements

Agasti Holding ASA is subject to capital adequacy requirements on a consolidated basis, cf. Section 8-12 of the Securities Trading Act. Consolidated requirements for subordinated capital as at 31 December 2014 consist of requirements regarding the coverage of operational risk estimated based on the group's average turnover for the past three years, with the addition of coverage for credit risk calculated based on the group's combined assets.

Net subordinated capital is estimated at NOK 102 million, equivalent to 10.4 per cent of the calculation basis. This represents a surplus of subordinated capital as at 31 December 2014 of NOK 23 million in relation to the authorities' requirement of NOK 79 million, which is equivalent to 8 per cent of the calculation basis.

As previously discussed, the Financial Supervisory Authority of Norway has revoked Navigea Securities AS' licences. The group's consolidated requirement for subordinated capital will not be affected by this to any significant extent.

On the basis of the rules on major interests derived from subordinated capital, restrictions exist regarding the opportunity to transfer funds between companies in the group.

Risk assessment

The Board of Directors carries out a review of risk management within the Agasti Group on an annual basis. The Board of Directors and CEO are of the opinion that risk management and internal control are generally satisfactory at group level. However, some needs for improvement have been identified, which are subject to continual focus and follow-up.

Strategic risk

The group acts as a investment manager and advisor/facilitator of capital market services and distributor of investment products targeted towards wealthy individuals, companies and institutional investors. The group aims to move its focus from a high number of smaller clients towards a higher client segment. The group has around NOK 50 billion under management. A decline in the demand for products offered by the Agasti Group represents a strategic risk factor for the group. The same is true of a decline in revenues in the form of lower margins. Furthermore, the failure of the business model itself, whereby financial profits are not achieved, is a risk that must be classified as strategic. The failure of routines and other conditions of a serious nature at our most important business partners, as well as the risk that the Agasti Group is unable to comply with the regulatory requirements that apply to the group at any given time, will also be important strategic

risk factors. The Financial Supervisory Authority of Norway's on-site inspection of the company Navigea Securities AS in the spring of 2013, and the consequent withdrawal of the company's licences, confirms this. Financial risk and reputational risk associated with reported claims for damages that are scheduled to be handled through the judicial system are also examples of strategic risk in the Agasti Group. The Agasti Group has analysed these risks and implemented comprehensive measures. The group considers the strategic risk factors to be manageable.

Operational risk

Failures in the most central processes in the group represent an operational risk. Transaction errors, products that do not perform as expected, and errors and failures in computer systems used within the group are all examples of operational risk. The Agasti group and its subsidiaries have carried out these risk assessments and implemented measures to ensure that this risk is as minimal as possible.

Financial risk

Agasti is a robust group with satisfactory capital adequacy and liquidity. The Agasti Group has relatively low exposure to financial instruments. The group's liquidity is held in the form of bank deposits and/or treasury bills with short terms and very low exchange rate risk. At the end of 2014, the group had none interest-bearing liabilities and therefore has no interest rate risk related to borrowed capital.

The financial market risk is otherwise mainly limited to future income being affected by changes in market prices of the company's products, as well as general market fluctuations. Future portfolio income will vary with fluctuations in the market prices of the client portfolios being managed. The currency risk in the Agasti Group is mainly linked to the fact that a significant part of the company's income is in foreign currency. The Board of Directors and management have assessed this risk as acceptable, and have on this basis chosen not to undertake currency hedging at the current time.

As at 31.12.2014, Agasti Holding ASA had pledged unconditional guarantees for individual tenancy

agreements entered into by the subsidiaries. The rental guarantees have a remaining duration of between one to five years.

The risk that a client or other counterparty does not have the economic ability to fulfil their obligations is regarded as relatively low. Total receivables and accrued income as at 31.12.2014 totalled NOK 95 million. Historically, losses on receivables have been low.

Events after balance sheet date

On 17 February 2015 the companies Acta Asset Management AS and Acta Kapitalforvaltning AS entered into settlements with 11 former clients who had brought legal action against the companies together with previous board members of Acta Kapitalforvaltning AS and Agasti Holding ASA. The settlements will have a marginal effect on the Agasti Group's result for the first quarter of 2015. The Agasti Group has also intensified the strategy of entering into settlements with former clients who have brought legal proceedings based on investments made several years ago against subsidiaries.

Future prospects

The strategic restructuring that the Agasti Group carried out in 2014 has focused on profitable growth within the Capital Markets and Investment Management business areas.

The Agasti Group has implemented significant cost reductions and has improved the efficiency of operations. Since the end of 2013, the group has reduced the number of employees by around 120 individuals and at the end of 2014 has 124 permanent employees. The Agasti Group is now operating with a healthy, stable and satisfactory profitability on the underlying operations.

The Agasti Group has clear ambitions to take on more mandates and restructure more managed investment portfolios. Through this, we will give our clients and investors improved value development, improved liquidity and more alternatives for their investments made through the Agasti Group.

Profitability

Throughout 2014, the Agasti Group has continued the trend of improving the profitability of the underlying operations. There is healthy cost control across the entire group, and the Board of Directors will continue to focus on this in the future. Going forward, the group's profitability is expected to increase as a result of the winding up of old activities, a high level of transaction activity in the capital markets and solid investment management activities through Obligo. In addition, the adjusted strategy that was launched in February 2015 through the publication of the group's interim result for the fourth quarter with a more targeted business model with subsequent cost reductions, will contribute to future profitability.

Statements relating to assessments of future conditions will always be associated with a significant degree of uncertainty and risk. All statements, excluding those of a historical nature, must therefore not be understood as any form of guarantee or security regarding future development.

Dividends

The Board of Directors of Agasti Holding ASA has proposed that dividends shall not be paid for the financial year 2014.

Distribution and transfers – Agasti Holding ASA The Board of Directors proposes that the net income of NOK -3,896 for 2014 should be distributed as follows:

All amounts in thousands of NOK

Transferred to other reserves	3,896
Dividends	0
Total transfers	3,896

Oslo, 25 March 2015

Paal Victor Minne Board member

Beatriz Malo de Molina Board member

Ellen M. Hanetho Board member

Erling Meinich-Bache Board member

Trond Vernegg Board member

Kristin Louise Abrahamsen Wilhelmsen Board member

John Høsteland Chairman of the board

Jørgen Pleym Ulvness CEO

STATEMENT OF COMPREHENSIVE INCOME - IFRS - FOR THE YEAR ENDED 31 DECEMBER 2014

All amounts in thousands of NOK Note	2014	2013
Operating revenues 2	412 268	420 856
Wages and salaries 3	232 911	254 372
Depreciations 6,7	15 168	18 431
Write-downs 6,7	3 823	8 823
Other operating expenses 4	185 450	143 163
Total operating expenses	437 352	424 789
Operating earnings	-25 084	-3 933
Financial income 4	29 937	19 194
Financial expenses 4	27 923	12 075
Net financial items	2 014	7 119
Net income before taxes	-23 070	3 186
Income taxes 15	-5 901	5 435
NET INCOME	-17 169	-2 249
Other revenues and expenses
Items to be reclassified to Profit and Loss in subsequent periods
Currency translation differences	-133	755
Total Other revenues and expenses	-133	755
COMPREHENSIVE INCOME OF THE YEAR	-17 302	-1 494
Earnings per share 10	-0.06	-0.01
Earnings per share - diluted 10	-0.06	-0.01
Effective tax rate	25.6%	170.6%

STATEMENT OF FINANCIAL POSITION (BALANCE) - IFRS - AS OF 31 DECEMBER 2014

All amounts in thousands of NOK Note	2014	2013
ASSETS
Non-current assets
Goodwill 6	43 554	42 160
Other intangible assets 6	16 092	30 334
Deferred tax assets 15	53 822	47 314
Fixed assets 7	5 086	7 477
Other financial assets 5, 20	18 583	15 209
Total assets	137 138	142 494
Current assets
Other financial assets 5, 13, 20	44 878	43 606
Current receivables 5, 12, 20	94 667	91 333
Bank deposits 5, 20	106 497	141 329
Total current assets	246 042	276 268
TOTAL ASSETS	383 180	418 762
EQUITY AND LIABILITIES
Equity
Share capital 10	52 962	52 825
Share premium	67 572	66 964
Other paid-in equity	18 213	16 218
Total paid-in equity	138 747	136 007
Other equity	76 442	93 743
Total retained earnings	76 442	93 743
Total equity	215 189	229 750
Liabilities
Other long-term liabilities 5,8, 20	18 668	35 266
Total other long-term liabilities	18 668	35 266
Accounts payable 5, 20	12 911	13 892
Liabilities to credit institutions 5, 19, 20	200	10 172
Tax payable 15	1 197	564
Taxes and public fees payable	15 298	17 187
Provisions and other current liabilities 14	119 716	111 931
Total current liabilities	149 322	153 746
Total liabilities	167 991	189 012
TOTAL EQUITY AND LIABILITIES	383 180	418 762

STATEMENT OF CHANGES IN EQUITY - IFRS - FOR THE YEAR ENDED 31 DECEMBER 2014

All amounts in thousands of NOK	Share capital	Share premium	Other paid in equity	Conversion difference 1)	Losses/ Other equity	Equity capital
Balance as at 01 January 2013	46 356	27 786	14 953	5 669	89 568	184 332
Net income					-2 249	-2 249
Currency translation difference				755		755
Profit for the year	0	0	0	755	-2 249	-1 494
Deposits from and payments to owners
Rights issue March 2013	630	3 570				4 200
Rights issue August 2013	5 600	36 400				41 999
Rights issue August 2013	159	1 016				1 175
Rights issue November 2013	81	609				690
Rights issue expenses		-2 417				-2 417
Stock option programme			1 265			1 265
Balance as at 31 December 2013	52 825	66 964	16 218	6 424	87 319	229 750
Balance as at 01 January 2014	52 825	66 964	16 218	6 424	87 319	229 750
Net income					-17 169	-17 169
Currency translation difference				-133		-133
Profit for the year	0	0	0	-133	-17 169	-17 302
Deposits from and payments to owners
Rights issue	137	608				745
Stock option programme			1 995			1 995
Balance as at 31 December 2014	52 962	67 572	18 213	6 291	70 150	215 189

1) The translation difference is attributed to the translation of the assets and liabilities from SEK to NOK of Navexa Securities AB and Navigea Securities AS', Acta Kapitalforvaltning AS' and Agasti Business Services AS' Swedish branches and the translation of the assets and liabilities from USD to NOK from Obligo Real Estate, Inc.

STATEMENT OF CASH FLOW - IFRS - FOR THE YEAR ENDED 31 DECEMBER 2014

All amounts in thousands of NOK Note	2014	2013
OPERATING ACTIVITIES
Net income before tax expenses	-23 070	3 186
Taxes paid in reporting period	0	-3 684
Depreciations/Write-downs 6,7	18 991	27 254
Stock options charged against income 3	1 995	1 265
Change in current receivables	-3 334	-36 271
Change in accounts payable	-981	6 905
Change in other accruals	-8 283	-7 079
Net cash flow from operating activities	-14 683	-8 424
INVESTING ACTIVITIES
Payments for aquisition of fixed assets 6,7	-2 257	-4 348
Payments for aquisition of intangible assets 6,7	0	-9 380
Net payments upon investment in subsidiaries, net of cash 8	0	3 318
Payments for aquisition of other financial assets 13	-335	-5 766
Net cash flow from investing activities	-2 592	-16 176
FINANCING ACTIVITIES
Repayment of long-term debt 8	-10 000	0
Proceeds from equity (net proceeds)	745	41 447
Net cash flow from financing activities	-9 255	41 447
Bank deposits, short-term investments, etc. as at 01.01.	131 157	114 310
Effect of exchange rate changes on cash and cash equivalents	1 669	0
Bank deposits, short-term investments, bank overdrafts, etc. as at 31.12.14	106 297	131 157
Unused overdraft facilities	29 800	49 828
Bank deposits and investments	106 497	141 329
Overdraft facilities	-200	-10 172
Net bank deposits, bank overdrafts etc. as per 31.12.14	106 297	131 157

Contents notes Group

Note 1	Accounting principles	54
Note 2	Segment information	60
Note 3	Salary costs, total employees, remuneration, loans to employees, etc	61
Note 4	Combined items in the income statement	65
Note 5	Financial instruments	65
Note 6	Goodwill and other intangible assets	67
Note 7	Fixed assets	68
Note 8	Acquisitions	69
Note 9	Shares in subsidiaries	71
Note 10	Share capital and shareholder information	72
Note 11	Dividends	73
Note 12	Current receivables	73
Note 13	Financial assets – Marketable securities	74
Note 14	Provisions and other current liabilities	74
Note 15	Income taxes	76
Note 16	Related parties	77
Note 17	Financial risk	78
Note 18	Subordinated capital – Agasti Group	78
Note 19	Assets pledged as collateral and guarantees	79
	Note 20 Determination of fair value	79
Note 21	Events after balance sheet date	82

Notes on the consolidated accounts

Note 1 Accounting principles

1.1 Basis for preparation of the consolidated accounts

The consolidated accounts are presented in accordance with International Financial Reporting Standards (IFRS) and interpretations from the International Accounting Standards Board (IASB), which are approved by the EU as of 31 December 2014.

The annual accounts consist of the Agasti Group's income statement, balance sheet, consolidated changes in equity, cash flow and notes. The annual accounts constitute a whole and are prepared using the historical cost principle, with the exception of financial instruments, which are entered at fair value through profit or loss which is entered at fair value.

The head office of Agasti Holding ASA has the address P.O.Box 1753 Vika, 0122 Oslo. The annual accounts were submitted by the Board on 25 March 2015.

The accounting principles described below are used consistently for all the periods presented in the consolidated accounts.

1.2 Consolidation principles

The consolidated accounts include the parent company Agasti Holding ASA and the companies that Agasti Holding ASA controls. An enterprise is considered to be controlled by the Group when the Group is subject to or has rights to variable returns from its involvement in the enterprise concerned, and has the opportunity to influence these returns through its power over the enterprise. The Group therefore controls an enterprise in which it has an investment, if and only if, the Group:

• has power over the enterprise
• is exposed to or has rights to variable returns from its involvement in the enterprise
• has the opportunity to use its power over the enterprise in order to influence its returns.

If the Group has a majority of the voting rights in an enterprise, the enterprise is presumably a subsidiary of the Group. In order to underpin this presumption and where the Group does not hold a majority of the voting rights, the Group considers all relevant facts and circumstances, in order to evaluate whether or not the Group controls the enterprise in which it has an investment. Including assessing among other

things, ownership interests, voting interests, ownership structure and relative strengths, as well as options controlled by the Group and shareholder agreements or other agreements. The assessments are carried out for each investment. The Group undertakes a reassessment of the controls whether or not it controls an enterprise when facts and circumstances indicate that there has been a change in one or more of the control elements

The financial accounts of the subsidiaries are included in the consolidated accounts from the point at which control is achieved and until its cessation. Companies that are included in the consolidation are listed in note 8. Intercompany accounts and any unrealised gains and losses or revenue and expenses arising from transactions within the Group, are eliminated during the preparation of the consolidated accounts.

The consolidated accounts have been drawn up on the basis of uniform principles by applying the same accounting principles in the subsidiaries as in the parent company. Shares in subsidiaries are eliminated.

1.3 Critical accounting estimates and judgements

The preparation of the consolidated accounts entails that the management makes estimates and judgements and assumptions that have an impact upon the effect of the application of the accounting principles. This will therefore affect the entered amounts for assets and liabilities, income and costs. Estimates and judgements are continually evaluated and are based on historical experience and various other factors, including expectations of future events, which are believed to be reasonable on the balance sheet date. Changes in accounting estimates are entered in the period in which the estimates are changed, and in all future periods that are affected.

Share-based payment/share options

When valuing options, there is uncertainty linked to the estimation of the assumption of risk free interest rate at the time of redemption. See Note 3.

Estimated impairment of Goodwill

See Note 6 for information about goodwill. Goodwill constituted approx. 11 per cent of the Group's balance sheet at the end of 2014.

Fair value of financial instruments

Fair value of financial instruments that are not traded in an active market is determined using various valuation techniques. The Group evaluates and selects methods and assumptions that, wherever possible, are based on the market conditions on the balance sheet date. In valuing financial instruments for which observable data is not available, the Group will make assumptions about what the market will use as the basis for the valuation of similar financial instruments. The valuations require a high level of discretion in the calculation of liquidity risk, credit risk and volatility. A change in the mentioned factors can affect the determined fair value of the Group's financial instruments. See also Note 5 Financial instruments.

Income tax, including deferred tax assets

The Group is subject to income taxes within Norway, Sweden and the USA. Significant judgement is required in determining income tax in the consolidated accounts, including assessments of the recognition of deferred tax assets.

The Group recognises deferred tax assets with the amount likely to be utilised against future taxable income. Comprehensive assessments must be carried out in order to determine the amount that can be recognised, including the expected date of utilisation and the level of positive tax results, as well as tax planning strategies and the existence of taxable temporary differences.

Contingencies

As a consequence of the operations in Norway and Sweden, the Agasti Group will regularly be part in a number of legal disputes. Any effects on the accounts are assessed in each individual instance. The Group evaluates, among other things, the likelihood of an unfavourable outcome. See Note 14 Provisions and other current liabilities.

Consolidation

The group manages funds for external investors. The group has equity interest representing less than 1% in some of these funds. The group has considered that no funds should be consolidated based evaluation of facts and circumstances. The group has no obligations to provide additional funding to the funds.

Summary of accounting items relating to important estimates and judgements:

All amounts in thousands of NOK	Net book value
Line item	2014	2013	Estimates and assumptions
Option programme	1 995	1 265	Estimates and assumptions
Goodwill	43 554	42 160	Present value of relevant cash flows
Other financial items classified as short term	44 878	43 606	Present value of relevant cash flows
Deferred tax assets	53 822	47 314	Present value of relevant cash flows
Contingent liabilities	47 000	23 424	End result of legal cases and negotiations

1.4 Currency

Transactions in foreign currency are converted using the exchange rate in effect at the time of the transaction.

Monetary assets and liabilities in foreign currency are converted to Norwegian kroner by using the exchange rate on the balance sheet date. The exchange rate difference as a result of conversion is included in the income statement. Non-monetary assets and liabilities that are measured at historical cost in foreign currency are converted at the exchange rate at the time of the transaction.

Non-monetary assets and liabilities with a nominal value in foreign currencies, which are stated at fair value, are translated into Norwegian kroner by using the exchange rate in effect on the date the fair value was determined.

1.5 Conversion of foreign units

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising from consolidation, are translated into Norwegian kroner at the foreign exchange rates in effect on the balance sheet date. The revenues and expenses of foreign operations are translated into Norwegian

kroner at rates approximating the foreign exchange rates in effect on the dates of the transactions. Foreign exchange differences arising from translation are specified as a translation difference in the equity. They are recognised in the profit and loss statement upon disposal of the foreign unit.

1.6 Revenue

Income is entered in the accounts when it is earned. Entry of income normally occurs at the time of delivery for the sale of services.

Commission earnings on subscriptions to funds, insurance (unit-linked), real estate shares, and shares in shipping, private equity, infrastructure and renewable energy companies are recognised when written agreements have been entered into with clients and clients' payment of the agreed subscription amount and commission have been confirmed. Revenue from new subscriptions to structured products is recognised when binding agreements are entered into with clients. Insertion fees are recognised when the client adds new funds to the portfolio account.

Recurring revenues and management fees are recognised on an on-going basis, based on estimated income. The estimate builds upon a calculated average of the portfolio with the fund provider, and the relevant commission rate according to the agreement. Consultancy and portfolio account fees are calculated on the basis of the client's holdings and recognised on an on-going basis.

The fees for the syndication of real estate, shipping, private equity, infrastructure and renewable energy companies etc. are recognised when the fees are accrued according to agreements.

Performance-based fees are recognised at the time of liquidation of the portfolios.

The structure margin from structured products is recognised when underlying security instruments are traded and margins are finally determined.

Dividends are recognised when the right to receive payment is determined. Interest income and other financial income is recognised when earned.

1.7 Expenses

Expenses are generally accrued in line with receipt of goods and services. Commission-based remuneration to advisors is recognised when a payment commitment arises in accordance with agreements and it is probable that the remuneration will be paid. Interest income and other financial income is recognised when earned.

1.8 Provisions

A provision is entered when the Group has a liability as a result of a previous incident, where it is probable that an economic settlement will occur as a result of this liability and the amount's size can be reliably measured. If the effect is significant, the provision is calculated by discounting the expected future cash flow with a discount rate before tax, which reflects the market's price setting of the time value of money and, if relevant, risks specifically linked to the liability.

Restructuring provisions are entered when the Group has approved a detailed and formal restructuring plan, and the restructuring has either started or been announced.

1.9 Defined contribution pension schemes

Obligations for contributions to defined contribution pension schemes are entered as expenses in the income statement when incurred.

1.10 Share-based payment transactions

Employee stock options are measured at fair value at the time of distribution. The stock options are valued according to the Black & Scholes model. The calculated value is recognised as a personnel costs, with a corresponding entry in other paid-in equity. The cost is divided over the period until the employees become unconditionally entitled to the stock options.

1.11 Main rules for valuation and classification of assets and liabilities

Assets that are expected to be realised in the Group's ordinary operating cycle or within twelve months after the balance sheet date, and assets in the form of cash or cash equivalents, are classified as current assets. All other assets are classified as fixed assets.

Liabilities that are expected to be settled in the Group's normal operating cycle, which fall due for settlement within twelve months after the balance sheet date, or where the Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date, are classified as current liabilities. All other assets are classified as non-current liabilities.

1.12 Fixed assets

Fixed assets are entered at cost price with deductions for accumulated depreciations and write-downs. Fixed assets are depreciated linearly over the asset's expected lifetime, taking into account any residual value. The estimated economic lifetime is as follows:

• Machines and equipment 3 7 years
• Fixtures and fittings 4 7 years

Leasehold improvements are classified as fixed assets and included in fixed assets in the balance sheet. Leasehold improvements are depreciated over the lease's lifetime.

Expenses incurred in replacing parts of property, plant and equipment are entered in the balance sheet as the value for an item of property, plant and equipment when such expenses are expected to give the company future economic benefits related to the replacements, and the costs for the replaced parts can be reliably measured. All other expenses are entered in the accounts in the period they are incurred.

When parts of equipment have different economic lifetimes, they are entered in the accounts as separate parts. Residual value is reassessed annually if this is significant.

The values of fixed assets entered in the balance sheet, which are depreciated, are tested for a reduction in value if indications of such exist. If an asset's entered value is higher than the asset's recoverable value, a loss of value is entered in the accounts. The recoverable value is the highest of the net sales value and the fixed asset's use value. Fixed assets are grouped and assessed at the lowest level for measurement of cash flow.

1.13 Intangible assets

Intangible assets acquired separately are entered in the balance sheet at cost. The cost of intangible assets acquired through acquisitions is recorded in the balance sheet at fair value. Entered intangible assets are entered at cost, reduced for any depreciations and write-downs. Internally generated intangible assets, excluding development costs included in the balance sheet, are not included in the sheet, but expensed on an on-going basis. The economic lifetime is either definite or indefinite. Intangible assets with a definite lifetime are depreciated over the economic lifetime and tested for write-downs in the event of indications of such. The depreciation method and period is assessed at least once a year. Changes in the depreciation

method or period are treated as estimated changes. Intangible assets with indefinite lifetimes are tested for write-downs at least once a year, either individually or as a part of a cash flow generating unit. Intangible assets with an indefinite lifetime are not depreciated. The lifetime is assessed annually, with consideration of whether the assumption of an indefinite lifetime is justifiable. If not, the change to definite lifetime is handled prospectively.

Patents and licences

Amounts paid for patents and licences are entered in the balance sheet and depreciated linearly over the expected useful life. The expected lifetime for patents and licences varies from five to ten years.

Software

Expenses linked to the purchase of new software are entered in the balance sheet as an intangible asset, if these expenses are not a part of the original hardware cost. Software is normally depreciated linearly over four to five years. Expenses incurred as a result of maintaining or upholding the future benefit of software are expensed if the changes in the software do not increase the future economic benefit of the software.

1.14 Business combinations

Business combinations are entered in accordance with the purchase method. Transaction expenses are entered when they are incurred.

The consideration of an acquisition is measured at fair value at the date of acquisition and consists of cash and issued shares in Agasti Holding ASA.

In the event of acquisition of a company, all acquired assets and liabilities are assessed for classification and mapping in accordance with contract terms, economic circumstances and relevant conditions at the time of acquisition. Acquired assets and liabilities are entered in the balance sheet at fair value in the opening balance. Allocation of goodwill in the event of business combinations is changed if new information regarding fair value applicable on the date for takeover of control is obtained. The allocation can be changed up to 12 months after the date of acquisition. Minority interests are calculated at the minority's share of the identifiable assets and liabilities. Selection of the method used is carried out for each individual business combination.

In the event of a stepwise acquisition, previous ownership stakes are measured at fair value at the time of acquisition. Value changes on previous ownership stakes are entered in the profit or loss accounts.

Goodwill is calculated as the sum of the consideration and the entered value of minority interests and the fair value of previously owned shares, with deductions for the net value of identifiable assets and liabilities calculated at the date of acquisition. Goodwill is not depreciated, but tested for a reduction in value at least once a year, or in the event of an indication of a reduction in value. In connection with an assessment of write-downs, goodwill is allocated to the cash flow generating units or groups of cash flow generating units that are expected to receive synergies from the business combination. The part of the equity's fair value that exceeds the consideration (negative goodwill) is posted as revenue immediately at the time of acquisition.

1.15 Financial instruments

Financial instruments are classified in the following categories: fair value with changes through profit or loss, hold to maturity and loans and receivables. Financial assets with fixed or determinable cash flows and specific maturity dates, where the Group has the intention and ability to hold the investment to maturity, are classified as investments held to maturity, with the exception of the instruments that the organisation designates as at fair value with value changes through profit and loss or available for sale, or which meet the criteria for entry in the loans and receivables category.

Financial assets with fixed or determinable cash flows which are not listed on an active market are classified as loans and receivables, with the exception of instruments which the Group has designated as at fair value with value changes through profit and loss. Financial liabilities that do not come under the category of held for trading, and which are not designated as at fair value with value changes through profit and loss, are classified as other liabilities.

Financial instruments held to maturity are included in financial fixed assets unless the maturity date is within 12 months of the balance sheet date. Other financial instruments are presented as current assets if the management has decided to dispose of the instrument within 12 months of the balance sheet date. Investments held to maturity, loans and receivables and other liabilities are entered at amortised cost. Changes in fair value of financial instruments which are designated as at fair value with value changes through profit and loss are entered and presented as financial income/expenses.

The fair value of financial instruments that are traded on active markets is determined at the end of the reporting period with reference to listed market prices or prices from traders of financial instruments (bid price for long positions and offer price for short positions), without deductions for transaction costs.

For financial instruments that are not traded on an active market, the fair value is determined using an appropriate valuation method. Such valuation methods include using recent arm's length market transactions between well-informed and willing parties, if such transactions are available, reference to the current fair value of another instrument that is practically the same, discounted cash flow analysis or other valuation models.

The Group classifies fair value measurements using a fair value hierarchy that reflects the significance of the input that is used in the preparation of the measurements. The fair value hierarchy has the following levels:

• Level 1: Input is listed prices (unadjusted) in active markets for identical assets or liabilities
• Level 2: Input is other than listed prices included in Level 1 that are observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from prices)
• Level 3: Input for the asset or liability which is not based on observable market data (non-observable input)

An analysis of the fair value of financial instruments and further details about the measurement of this is provided in notes 5 and 20.

1.16 Income tax

Income tax consists of tax for the period and the change in deferred tax. Liabilities and deferred tax assets are calculated on all differences between accounting and tax values of assets and liabilities with the exception of:

• Initial recognition of goodwill,
• Initial recognition of an asset or liability in a transaction that
• Is not a business combination and,
• at the time of the transaction affects neither accounting profit nor taxable income (tax loss)
• Temporary differences relating to investments in subsidiaries, associate companies or joint ventures when the Group controls when the temporary differences will be reversed and this is not expected to occur in the foreseeable future.

A deferred tax asset is recognised when it is probable that the company will have sufficient taxable profit in future periods to benefit from the tax asset. The companies recognise previously unrecognised deferred tax assets to the extent that it is probable that the company will be able to make use of the deferred tax asset. The company will also reduce deferred tax assets to the extent that the company no longer considers it probable that it can utilise the deferred tax asset.

Liabilities and deferred tax assets are measured based on the expected future tax rates for the companies in the Group for which temporary differences have arisen.

Liabilities and deferred tax assets are recognised at nominal value and are classified as fixed assets (non-current liabilities) in the balance sheet. Tax for the period and deferred tax assets or liabilities are recognised directly against equity to the extent that the tax items relate to equity transactions.

1.17 Leasing agreements

The Agasti Group's leasing agreements are entered in the accounts in accordance with the following rules:

Operating leasing agreements

Leases where the most significant risks and returns associated with ownership of the asset are not acquired by the company are classified as operating lease agreements. Lease payments are classified as an operating expense, and are recognised linearly over the contract period.

1.18 Segment reporting

The company has segment reporting based on business areas. This grouping coincides with the way in which the Group management receives reported figures and evaluates them. The accounting principles for segment reporting are the same as for the Group accounting in general. Transactions between segments are valued using the arm's length principle.

1.19 Events after balance sheet date

New information after the balance sheet date, of the company's financial position at the balance sheet date, is included in the annual accounts. Events after the balance sheet date that do not affect the company's financial position at the balance sheet date, but which will affect the company's future financial position are disclosed if they are significant.

1.20 Changes in accounting principles and notes

Changes in accounting principles:

The accounting principles applied are consistent with those applied in the previous accounting period.

1.21 Implementation of IFRS

The standards and interpretations adopted until the time of preparing the Group accounts, but where the effective date is in the future are specified below. The Group's intention is to implement the relevant changes on the effective date, provided that the EU approves the changes prior to preparation of the Group accounts.

IFRS 9 Financial instruments

In July 2014 IASB published the final subproject in IFRS 9 and the standard has now been finalised. IFRS 9 involves changes relating to the classification and measurement, hedge accounting and impairment. IFRS 9 will replace IAS 39 Financial instruments - recognition and measurement. The parts of IAS 39 that have not changed as part of this project is transferred and included in IFRS 9. The standard is not yet approved by the EU. For enterprises with a duty to register and document income and expenses for tax purposes outside the EU/EEA, the standard will apply with effect from the financial year beginning 1 January 2018 or later.

Significant changes are not expected as a result of the implementation of IFRS 9.

IFRS 15 Revenue from Contracts with Customers IASB and FASB have released a new common standard for revenue recognition, IFRS 15. The standard replaces all existing standards and interpretations for revenue recognition. The core principle in IFRS 15 is that revenues are recognised to reflect the transfer of agreed goods or services to customers, and then to an amount that reflects the consideration the company expects to be entitled to in exchange for these goods or services. The standard applied to all revenue contracts and includes a model for recognition and measurement of the sale of certain non-financial assets (e.g. sale of property, plant and equipment).

The standard is not yet approved by the EU. For enterprises with a duty to register and document income and expenses for tax purposes outside the EU/EEA, the standard will apply with effect from the financial year beginning 1 January 2017 or later. There is no final analysis of possible changes resulting from the implementation of IFRS 15.

Note 2 Segment information

IFRS 8 requires that the Group uses a management approach for identification of the segments. The information that is reported is that which the Group management uses internally for evaluating segment performance and deciding how resources are to be allocated to the segments. It is Group management which decides significant matters relating to multiple segments.

For reporting purposes internally and externally, the Group uses business related segments. On the basis of the changes that have been made in the Group's business model, the segment reporting was reorganised with effect from the fourth quarter of 2014. Up until the third quarter of 2014 the Agasti Group reported on the segments, Wealth Management, Markets and Other. From the fourth quarter of 2014 the Agasti Group has reported on the segments Capital Markets, Investment Management and Other (Other Business / Eliminations). This reorganisation of the financial reporting process has made the group more transparent and easier to understand.

The Agasti Group is currently engaged in licensed activities subject to the Norwegian Securities Trading Act , including corporate finance, institutional sales and product development which are reported under the segment, Capital Markets. This segment also includes the Group's activities within project brokering and trading of unlisted shares in the secondary market. The companies, Agasti Wunderlich Capital Markets AS and Navexa Securities AB have been responsible for the Group's operations within this segment in 2014. Group activities within the segment Investment Management represent a wide range of management services, including investor relations and business operations on behalf of customers who have made various investments through the Agasti Group. This includes everything from development and facilitation of investment projects to comprehensive reporting on developments in existing investment portfolios. Parts of the business within this segment are subject to the law on management of alternative investment funds. The Group's activities within the segment Investment Management are carried out by the company, Obligo Investment Management AS and its subsidiaries.

Under Other Business/Eliminations (Other) are reported Group administration and internal administrative services in finance and accounting, human resources, IT communications and marketing, in addition to income and expenses relating to Navigea Securities AS, Acta Kapitalforvaltning AS and Acta Asset Management AS. Large parts of the IT operations are outsourced to external partners. The segment, Other, normally has no external income but covers costs by providing services to other segments through internal service agreements with terms entered into at arm's length. Financial information is provided in the table below.

The segment, Other, includes "Wealth Management" which was a separate segment until the third quarter of 2014. Wealth Management consisted of activities requiring a licence from the Financial Supervisory Authority of Norway. Necessary licences were revoked in June 2014 and the company has largely been discontinued. Some activity in Sweden continues but from the fourth quarter of 2014 has been included in the segment, Investment Management. If Wealth Management had endured and continued to be part of internal reporting throughout 2014, and if activities in Sweden had not been transferred to Capital Markets, operating revenue, expenses and income would have amounted to NOK 174.5; 175.5 and -1.0 million for 2014. Net operating costs in 2013 include the NOK 8.8 million impairment of goodwill related to the purchase of Axir as described in note 6.

Comparative figures:

Each segment consists of groupings of legal entities. The changes indicated above are reflected in the comparative figures in that accounting items in relevant legal entities are included in the respective periods in the segment in which they now belong.

Note 2 Segment information (continued)

	Management	Investment		Other and Capital Markets Eliminations			Agasti Group
All amounts in thousands of NOK	2014	2013	2014	2013	2014	2013	2014	2013
Operating income	149 118	104 900	93 773	29 788	169 377	286 167	412 268	420 855
Operating costs	122 176	68 464	65 023	40 073	248 138	316 251	435 338	424 788
Net operating income	26 942	36 436	28 750	-10 285	-78 762	-30 084	-23 070	-3 933
Net financial items							2 014	7 119
Tax expense							-5 901	5 435
Net income							-17 169	-2 249
Effective tax rate							26%	171%
Other information
Total assets	178 455	142 005	108 175	27 075	96 551	249 682	383 180	418 762
Liabilities	97 162	64 854	50 073	6 590	2 088	82 303	149 322	153 746
Fixed assets	455	395	302	125	1 500	13 088	2 257	13 608

By geographic area

Norway		Sweden		Other locations		Agasti Group
93 777	58 686	40 911	166 632	286 167	412 268	420 855
54 335	11 625	14 812	82 124	73 346	137 138	142 494

1) Based on customer address

Note 3 Salary costs, total employees, remuneration, loans to employees, etc.

All amounts in thousands of NOK	2014	2013
Salaries	161 572	177 969
Discretionary bonus	15 470	16 239
Pension costs, defined contribution plans	5 727	10 712
Estimated benefit options scheme	2 210	915
National insurance contributions	31 202	34 652
Other benefits	16 730	13 885
Total	232 911	254 372
Average total full-time equivalent positions	174	219

Note 3 Salary costs, total employees, remuneration, loans to employees, etc.

Benefits paid to employees in leading positions:

All amounts in thousands of NOK		Period	Salary 1)	Contribution pension based	cretionary Paid dis bonus	discretionary Accrued bonus	benefits Other
Jørgen Pleym Ulvness 2)	CEO	2014	3 382	49	2 579	1 450	4
	Agasti Holding ASA	2013	2 825		246		64
Alfred Ydstebø 3)	CEO (from Aug 12 to Dec 13)	2014	-		-		-
	Agasti Holding ASA	2013	2 850		893		118
Christian Dovland 4)	Chief Financial Officer (from Feb 14)	2014	2 245	44	536		9
	Agasti Holding ASA	2013	-
Christian Tunge 4)	Chief Financial Officer (from Feb 14)	2014	3 762		759		2
	Agasti Holding ASA	2013	2 228		789		33
Svein Erik Lilleland	CEO (from Jun 13)	2014	2 609	49	446	1 000	565
	Agasti Wunderlich Capital Markets AS	2013	906
Bjarne Eggesbø	CEO (from Apr 13)	2014	2 017	49	2 946		433
	Obligo Investment Management AS	2013	1 159	35	393		86
Kjersti Aksnes Gjesdahl	CEO (from Apr 13)	2014	2 011	49	384		19
	Navigea Securities AS	2013	1 396	55

1) Salaries etc. are shown for the period in which employees in leading positions have been in the post during the financial year.

2) Took up position as CEO on 12 December 2013. Ulvness was employed as Deputy CEO of Agasti Holding AS until 12 December 2013, but salary and other benefits up until 1 July 2013 were paid from other companies within the Group. 3) Left position as CEO of Agasti Holding ASA on 12 Desember 2013.

4) Left position as CFO on 11 February 2014. Christian Dovland took up the position as the new CFO on the same day.

Benefits to employees in leading positions

The CEO´s remuneration is determined by the Board of Directors. The Board's remuneration committee sets guidelines for remuneration of other employees in senior positions, including fixed salaries and the principles for and scope of bonus schemes.

Employees in leading positions have ordinary bonus agreements with annually fixed limits, and normally limited to between 40 and 200 per cent of basic salary, depending on position. The estimated accrued bonus is expensed on an on-going basis.

Some employees in senior positions receive severence pay during the notice period if dismissed without good reason as a result of large changes in tasks, e.g. due to takeover or fusion:

Employee in leading position	Company	Position	Period of notice	Pay after termination of employment
Jørgen Pleym Ulvness	Agasti Holding ASA	CEO	6 months	12 mnd
Christian Tunge 1)	Agasti Holding ASA	Chief Financial Officer	6 months	12 mnd
Christian Dovland 2)	Agasti Holding ASA	Chief Financial Officer	6 months	12 mnd
Kjersti Aksnes Gjesdahl	Navigea Securities AS	CEO	6 months	12 mnd
Svein Erik Lilleland	Agasti Wunderlich Securities AS	CEO	3 months	12 mnd
Bjarne Eggesbø 3)	Obligo Investment Management AS	CEO	6 months	12 mnd

1) Left the position on 11 February 2014.

2) Took up position on 11 February 2014.

3) Left position on 16 January 2015.

Note 3 Salary costs, total employees, remuneration, loans to employees, etc. (continued)

Benefits to employees in leading positions The Agasti Group has a defined contribution scheme for all permanent employees in Norway and Sweden. In Norway, the contribution rate for 2014 was four per cent of fixed salaries between 1G and 6G and six per cent of fixed salaries between 6G and 12G. Compared to the requirements regarding mandatory occupational pensions (OTP) that came into force on 1 July 2006, Agasti Group has a pension plan which exceeds the minimum requirement of two per cent of salary over 1G up to 12G. In 2014, the contribution percentage for the employees in Sweden was five per cent of fixed salary.

In 2012, the Board of Directors of Agasti Holding ASA adopted an incentive scheme for selected managers in the Group. In 2014, this scheme was replaced by a new option scheme for selected managers within the Group. The scheme is part of a long-term incentive scheme for Agasti managers, which will contribute to creating positive results and attracting new employees as well as retaining existing employees. In 2013 and 2014, 0.24 million options were redeemed by Agasti Group employees in 2014. At the time of the adoption of the annual accounts, a total of 7.5 million stock options have been allocated, of which employees in leading positions hold 5.1 million stock options. The allocation is in accordance with the authorisation granted by the annual general meetings on 23 May 2012 and 26 June 2013.

Of the options that were allocated in February 2012, and which fell due in their entirety in February 2014, 241,000 were redeemed. The strike price was NOK 1.10 and the average share price on the day of excercising the options was NOK 1.98. The redemption prices for the outstanding options are NOK 1.33 for the options allocated in August 2012, NOK 1.58 for the options allocated in November 2012 and NOK 2.01 for the options allocated in March 2014. The redemption price for the options shall be reduced by the accumulated dividends paid out during the period after allocation of the options. No dividend was paid for the financial year 2013. The Board of Directors of Agasti Holding ASA has proposed to the annual general meeting that dividends are not paid out for the 2014 financial year. The last 1/3 of stock options allocated to selected managers in the Group during August and November 2012 may be redeemed in 2015. Remaining share options allocated to selected managers in the Group during March 2014 may be redeemed by 1/3 in 2016 and 1/3 in 2017, during specific periods in both years. At the end of 2014, the share price was NOK 1.00.

As at 31 December 2014, Agasti Holding ASA had not issued any other financial instruments that may result in a demand for issuing of new shares other than the mentioned share options.

All amounts in thousands of NOK			Board members' fees 1)
Member of the Board	Position at time of adoption	Period	2014	2013
John Einar Høsteland	Chairman of the board	from 18.06.14	-	0
Erling Meinich-Bache 2)	Board member	2014	464	270
Ellen Merete Hanetho	Board member	from 18.06.14	-	0
Beatriz Malo de Molina	Board member	2014	193	0
Trond Vernegg	Board member	from 18.06.14	-	0
Kristin Louise Abrahamsen Wilhelmsen	Board member	from 18.06.14	-	0
Paal Victor Scott Minne	Board member	from 19.11.14	-	0
Arne Reinemo	Chairman of the board	until 15.12.13	23	0
Merethe Haugli	Board member	until 18.06.14	493	440
Sissel Knutsen Hegdal	Board member	until 18.06.14	313	235
Paal E. Johnsen	Board member	until 15.12.13	125	0
Stein Aukner	Board member	until 29.11.13	122	220
Pia Gideon	Board member	until 29.11.13	114	200
Jon Bjørnstad	Board member	until 19.11.14	105
Ole Peter Lorentzen	Board member	until 30.04.13	-	215

Benefits paid to Agasti Holding Board members:

1) Board Member´s fees etc. are shown for the period in which the Board Member has held the office. 2) Has acted as a Board Member during parts of the stated period.

Note 3 Salary costs, total employees, remuneration, loans to employees, etc. (continued)

	2014		2013
Options	Number	VGIK 1)	Number	VGIK 1)
Outstanding at the beginning of the year	5 147 008	1,53	12 527 533	1,73
Awarded during the year	5 670 000	2,01	0
Redeemed during the year 2)	241 353	1,10	1 330 865	1,40
Expired during the year	2 085 792	1,39	3 086 244	2,25
Terminated during the year	953 197	2,14	2 963 415	1,60
Outstanding at the end of the year	7 536 667	1,85	5 147 008	1,53
Redeemable at the end of the year	0		0

1) Weighted average redemption price. Amount in NOK. 2) The weighted average share price at the time of redemption was NOK 1.10.

The weighted average lifetime of outstanding stock options as of 31 December 2014 is 1.0 years.

The weighted average redemption price of outstanding stock options at the end of the year:

	2014		2013
Maturity date	Number	VGIK 1)	Number	VGIK 1)
13.02.14			813 675	2,31
15.08.14			1 750 000	1,33
07.11.14			416 667	1,58
14.08.15	1 666 667	1,33	1 750 000	1,33
13.02.15	1 890 000	2,01
06.11.15	200 000	1,58	416 667	1,58
19.02.16	1 890 000	2,01
17.02.17	1 890 000	2,01
Total	7 536 667	1,85	5 147 008	1,53

1) Weighted average redemption price. Amount in NOK.

Agasti has used the Black & Scholes model in valuing the options. The risk-free interest rate used in the model is the treasury rate/government bond rate with maturity as close as possible to the allocation date. Due to the dilution effect on the existing shares, the price of the option is found numerically. In the model the following assumptions are used as the basis for new allocations:

Allocation	Expected dividend yield (%)	Historical volatility (%)	Expected lifetime for the stock option (years)
Aug. 2012	0.00	65.76	2,00
Nov. 2012	0.00	67.10	1,99
Mar. 2014	0.00	60.29	1,95

Expected volatility is calculated from historical volatility based on daily data over the same timescale as the term of the stock options.

Stock options effect on the accounts:

Description (All amounts in thousands of NOK)	2014	2013
Acquisition of stock options	1 995	1 265
Change in provisions for employer's National Insurance contributions	-356	281
Net stock option income/expenses	1 639	1 546
Change in liabilities 1)	-356	281

1) Refers only to employer's National Insurance contributions

Note 4 Combined items in the income statement

All amounts in thousands of NOK	2014	2013
Costs relating to premises	28 858	42 511
IT costs	34 820	26 907
Fees for auditors, lawyers and consultants	48 724	25 124
Telephone and postage costs	3 899	5 120
Travel activities	6 368	10 840
Printed materials and stationery	6 542	2 559
Marketing activities	3 288	6 717
Financial Supervisory Authority of Norway	651	837
Payments and change in provisions for estimated compensation to clients and process	23 576	4 837
costs relating to received customer complaints 1)
Other operating expenses	28 723	17 710
Total other operating expenses	185 450	143 163

1) In 2014 we paid 14.4 million in compensation related to customer claims. The comparable figure in 2013 was 12.0 million. See note 14 for more information.

Statutory audit	1 825	1 351
Other audit-related services	200	90
Assistance with tax return, etc.	77	27
Other services excluding auditing	0	2 425
Total auditing fee	2 102	3 893
The fees are given excluding VAT.
Interest, bank deposits	1 269	1 383
Other financial income	28 668	17 811
Total financial income	29 937	19 194
Bank interest and fees	689	937
Other financial expenses	27 234	11 138
Total financial expenses	27 923	12 075

Of other financial expenses in 2013, NOK 7.6 million relate to the amortisation of implied interest to an interest free sellers credit. Apart from this, Other financial income and Other financial expenses are primarily related to realised and unrealised foreign currency gains and losses associated with invoicing and settlement in foreign currencies.

Note 5 Financial instruments

As at 31 December 2014 All amounts in thousands of NOK	Financial instruments at fair value through profit or loss	Financial instruments valued at amortised cost	Financial instruments held to maturity	Total
Loans to and deposits with credit institutions		106 497		106 497
Non-listed shares	44 878			44 878
Notes and bonds, held until maturity			18 583	18 583
Other assets		94 667		94 667
Total financial assets	44 878	201 164	18 583	264 625
Other long-term liabilities as a result of the acquisition of companies	3 739	14 929		18 668
Liabilities to credit institutions		10 000		10 000
Other liabilities		200		200
Total financial liabilities		72 716		72 716
Total financial liabilities	3 739	97 845	0	101 584

Note 5 Financial instruments (continued)

As at 31 December 2013	Financial instruments at fair value through	Financial instruments valued at amortised	Financial instruments held to
All amounts in thousands of NOK	profit or loss	cost	maturity	Total
Loans to and deposits with credit institutions		141 329		141 329
Non-listed shares	43 606			43 606
Notes and bonds, held until maturity			15 209	15 209
Other assets		91 333		91 333
Total financial assets	43 606	232 662	15 209	291 477
Other long-term liabilities as a result of the acquisition of companies	6 328	28 938		35 266
Liabilities to credit institutions		10 172		10 172
Other liabilities		92 377		92 377
Total financial liabilities	6 328	131 487	0	137 815

Financial instruments at fair value

The fair value of unlisted financial assets has been estimated using valuation techniques based on assumptions that are not supported by observable market prices. The following of the company's financial instruments are not valued at fair value: Cash and cash equivalents, accounts receivable, other current receivables and bank overdrafts. The value of cash and cash equivalents and bank overdrafts entered in the balance sheet approximates fair value because these instruments have short maturities. Similarly, the value of accounts receivable and accounts payable entered in the balance sheet approximates fair value as these have ""normal"" conditions.

Financial instruments at amortised cost

Most assets and liabilities in the Agasti Group's balance sheet are valued at amortised cost in the accounts.

Amortised cost involves valuing balance sheet items in accordance with original contractual cash flows, adjusted for any depreciation if necessary. Such valuations will not always give values consistent with the market's assessment of the same instruments. Deviations are due to different perceptions of the macro outlook, market conditions, risk and returns, as well as differences in access to accurate information. The value is estimated based on quoted prices in active markets where such information is available, internal models which calculate a theoretical value in the absence of active markets, or comparison between the prices of instruments in the portfolio in relation to the most recent transaction prices.

Valuations are based on the individual instruments' properties and values on the balance sheet date. However, these values do not include the total value of client relationships, market access, brands, organisation, personnel and structural capital. Such intangible assets are generally not recognised. In addition, most client relationships are evaluated and valued in context for several products as a whole, where products in the balance sheet are seen in connection with other products and services that the client also uses. The individual assets and liabilities therefore do not provide an adequate indication of the overall value of the Group's operations.

Financial instruments held until maturity

Financial instruments classified as held until maturity consist of a convertible bond issued by the Wunderlich Investment Company, Inc. On 5 September 2012, Agasti Capital Markets AS invested in a subordinated convertible bond with a nominal value of USD 2.5 million with an annual coupon rate of 7.5 per cent, payable quarterly and with a conversion price of USD 16 per share. The convertible bond has a term of less than 5 years with a maturity date of 31 July 2017. The bond is valued at amortised cost as at 31 December 2014 at NOK 18.7 million. The conversion right has been deemed to have an immaterial value.

See note 1.15 for details on the valuation hierarchy for fair value in the accounts.

Note 6 Goodwill and other intangible assets

	Goodwill			Intangible assets
All amounts in thousands of NOK	2014	2013	2014	2013
Original cost per 1 January	69 054	26 894	114 339	104 959
Additions in connection with business combinations	1 394	42 160	0	0
Additions by separate acquisition	0	0	1 502	9 380
Original cost per 31 December	70 448	69 054	115 841	114 339
Accumulated depreciations per 31 December	0	0	95 418	83 498
Accumulated write-downs per 31 December	26 894	26 894	4 331	507
Accumulated depreciations and write-downs per 31 December	26 894	26 894	99 749	84 005
Entered value per 31 December	43 554	42 160	16 092	30 334
Year's depreciations	0	0	11 920	13 860
Year's write-downs	0	8 823	3 824	0
Economic lifetime			4-5 years	4-5 years
Depreciation plan			Linear	Linear

Goodwill is not depreciated. However, an impairment test is carried out each year.

The Agasti Group undertakes on-going evaluations of whether the value of goodwill and other intangible assets with undefined lifetimes is intact, and carries out a complete impairment test of all business units at least annually. The individual goodwill items and intangible assets in the Agasti Group balance sheet are allocated to assessment units according to which businesses benefit from the acquired asset. Selection of the business unit is carried out on the basis of whether it is possible to identify and separate cash flows related to the business.

The recoverable amount is based on the expected business life. The business life is obtained from the sum of the estimated current value of expected cash flows for a planning period and projected cash flows after the planning period. The cash flows for the planning period are usually three years, and are based on budgets and plans approved by the management. Budgets and plans must be realistic from the perspective of the historical results in the unit.

The discount rate is based on an assessment of the market's required rate of return for the type of activities included in the assessment unit. The required rate of return reflects the risk in the activities. Impairment tests are initially carried out on cash flows after tax in order to use the market's rate of return directly. If the test shows that there may be a need for impairment, a more thorough review of the unit is undertaken, which also includes an assessment of the value of cash flows before tax. In the assessment for the fiscal year 2014, we used a discount rate of 14.8 per cent based on an adjusted capital asset pricing model, with a normalised risk-free interest rate in the unit's home market and a normalised risk premium of 5.5 per cent. Beta values

are estimated for each assessment unit, and the growth rate used to estimate the terminal cash flow was assumed to be between -4 and -5 per cent for investments in the Investment Management segment, and 2.5 per cent in the Capital Markets segment.

The estimates are built upon central assumptions such as total offices, total employees in sales related positions, total clients, assets under management and expected demand for the various cash generating unit's services and products, both from existing and new clients.

Goodwill relating to acquisition of Axir ASA

The entered goodwill relating to the acquisition of Axir ASA in spring 2010 amounted initially to NOK 8.8 million. The company was continued in the Agasti Group by Navigea Securities AS, and in the Norwegian business operations. On 17 March 2014, Navigea Securities AS received notice from the Financial Supervisory Authority of the withdrawal of licences based on the results of an on-site inspection in April 2013. Agasti subsequently decided to wind down this business and wrote off the goodwill.

Goodwill relating to acquisitions in 2013

he net book value of goodwill increased by 1.4 million in 2014 due to a contingent payment made in 2014, affecting preliminary purchase price allocations made in 2013. The entered goodwill increased by NOK 33.3 million in 2013 related to the acquisition of companies undertaken in 2013, partially counteracted by the writedown of goodwill relating to Axir ASA. Additions in connection with business combinations comprised NOK 42.2 million in 2013, and related to the acquisition of the companies ABGSC Real Estate AS, Wunderlich Securities AS and RS Platou Fund Management AS with associated companies. An impairment test has been carried out for all goodwill. Obligo Investment

Note 6 Goodwill and other intangible assets (continued)

Management AS, a part of the Investment Management segment, is the cash generating unit for the acquired companies ABGSC Real Estate AS and RS Platou Fund Management. Agasti Wunderlich Capital Markets AS, a part of the Capital Markets segment, is the cash generating unit for the Wunderlich acquisition. The net book value of goodwill amounts to NOK 41.5 million in the cash generating unit Investment Management, and NOK 2.0 million in the cash generating unit within Capital Marets. The recoverable amount is in all instances estimated to the value in use in excess of net book value. Refer to note 8 of the Group accounts which discusses the above-mentioned acquisitions.

Intangible assets

Intangible assets consist of investments in the Abasec portfolio system software, Microsoft Dynamics CRM system and the Microsoft Dynamics AX accounting system. The software has been capitalised at the cost of purchase plus external expenditures to ready the software for use, less accumulated depreciation. The expected economic lifetime and depreciation schedule is five years.

Impairment tests have been conducted, and resulted in the full impairment of the MAP software, previously intended for portfolio allocation within customers' investment portfolio.

Note 7 Fixed assets

All amounts in thousands of NOK	2014	2013
Leasehold improvements
Original cost per 1 January	29 604	28 671
Additions by separate acquisition	560	933
Exit value	0	0
Original cost per 31 December	30 164	29 604
Accumulated depreciations per 31 December	31 597	31 074
Disposals - accumulated depreciations	-3 488	-3 488
Accumulated write-downs per 31 December	2 217	2 217
Disposals - accumulated write-downs	-1 688	-1 688
Accumulated depreciations and write-downs per 31 December	28 637	28 114
Entered value per 31 December	1 527	1 491
Year's depreciations	523	1 265
Year's write-downs	0	0
Economic lifetime	4-7 years	4-7 years
Depreciation plan	Linear	Linear
Machinery, fixtures and equipment
Original cost per 1 January	169 512	166 097
Additions in connection with business combinations	0	459
Additions by separate acquisition	298	2 990
Exit value	0	33
Original cost per 31 December	169 810	169 512
Accumulated depreciations per 31 December	129 217	132 317
Disposals - accumulated depreciations	0	-5 824
Accumulated write-downs per 31 December	37 034	38 442
Disposals - accumulated write-downs	0	-1 408
Accumulated depreciations and write-downs per 31 December	166 251	163 526
Entered value per 31 December	3 559	5 986
Year's depreciations	2 725	3 306
Year's write-downs	0	0
Economic lifetime	3-7 years	3-7 years
Depreciation plan	Linear	Linear

The economic lifetime for leasehold improvements and machines, fixtures and equipment can normally be depreciated over five years based on concrete assessments regarding the asset's nature or by extension of the rental agreement.

Note 7 Fixed assets (continued)

Annual rental of non-recorded assets

The Group has entered into several different operational rental agreements regarding office premises, ICT equipment and office machines. The majority of the rental agreements have an extension option. Future minimum rental linked to non-cancellable rental agreements are as follows:

	Future minimum rent
All amounts in thousands of NOK	2014	2013 1)
Under one year	14 859	27 937
Between one and five years	14 739	67 029
Over five years	0	0
Total	29 598	94 966

Of the total amount of future lease payments, the main office lease at Bolette Brygge 1 amounts to NOK 13.8 million. NOK 3,5 million has been accrued to cover future lease commitments.

Rent from non-balance sheet fixed assets entered against costs

	Rental costs
All amounts in thousands of NOK	2014 1)	2013
Leasing agreements, premises, including common costs	11 410	23 130
Leasing agreements, parking facilities	1 433	1 893
Leasing agreements, meeting facilities etc.	197	212
Leasing agreements, various machinery and equipment	611	1 063
Total	13 650	26 299

1) The reduction in rent for premises is explained by the renewal of leases with a reduced scope and the termination of individual lease agreements.

Note 8 Acquisitions

Aquisitions

On 3 January 2013, Obligo Investment Management AS (OIM) acquired 100 per cent of the shares in ABGSC Real Estate AS (changed name to Obligo Real Estate AS) with wholly-owned subsidiary ABGSC Real Estate, Inc. (changed name to Obligo Real Estate, Inc.) for NOK 45 million. This was financed through an interest-free loan from the seller, ABG Sundal Collier ASA, which is repaid by NOK 2.5 million each quarter over a period of five years, with an additional payment of NOK 8 million after five years. The share price is based on a strategic objective to take a larger share of the value chain. Obligo Real Estate AS is a limited company with its head office in Oslo, Norway. The company manages real estate and shipping portfolios which were already linked to some of the activities within the Agasti Group. The acquisition resulted in goodwill of NOK 35.5 million. The management believes that the acquisition will result in improved positioning within the management business, and will positively impact upon future earnings beyond the value of the individual assets, as well as synergies with existing operations. The ownership stake is equal to voting rights.

On 7 February 2013, Agasti Capital Markets AS, now part of Agasti Holding ASA, acquired 100 per cent of the shares in Wunderlich Securities AS (changed name to Agasti Wunderlich Capital Markets AS (AWCM)). The acquisition was carried out with a cash payment of NOK 7 million and the issuing of 3.5 million shares with a nominal value of NOK 0.18, as well as a share premium reserve totalling NOK 3.6 million. The share price is based on the company's competence within corporate finance and brokerage activities, in addition to the strategic alliance with Wunderlich Securities in the USA. The acquisition resulted in goodwill of NOK 2 million. AWCM has its head office in Oslo and offers advisory services, brokerage and facilitation of various types of capital market transactions. Agasti Capital Markets AS acquired the company to give the Group access to more resources. The Group has chosen to measure the non-controlling interests in AWCM at fair value.

On 16 October 2013, Obligo Investment Management AS (OIM) acquired 100 per cent of the shares in RS Platou Fund Management AS (changed name to Obligo Fund Management AS) with the

Note 8 Acquisitions (continued)

company's 100 per cent ownership stake in the companies Realkapital Partners AS (changed name to Obligo Partners AS) and Realkapital Partners Luxembourg SA, as well as some smaller investment companies for NOK 4.5 million, with the opportunity for further payments of up to NOK 5 million. The payment was made in cash. The share price is based on a strategic objective to take a larger share of the value chain and utilise economies of scale. OFM is a limited company with its head office in Oslo, Norway. The company manages real estate

portfolios. The acquisition resulted in goodwill of NOK 4.8 million. The management believes that the acquisition will strengthen the team within the management activities in the Group, and will positively impact upon future earnings beyond the value of the individual assets, as well as synergies with existing operations. The ownership stake is equal to voting rights.

Allocation of the added value relating to the acquisitions is as follows:

All amounts in thousands of NOK	Fair value recognised upon acquisition of:
	Obligo Real	Agasti Wunderlich	Obligo Fund
Assets	Estate AS	Capital Markets AS	Management AS
Deferred tax
Fixed assets (note 7)		3 110	4
Cash and cash equivalents		351	108
Receivables	8 257	11 109	3 704
Other assets	2 395	1 354	2 294
Total assets	616		1 255
Sum eiendeler	11 268	15 925	7 364
Liabilities
Accounts payable		-272	29
Other liabilities	-8 784	-6 448	-1 056
Provisions			-1 690
Deferred tax liabilities	-68		-5
Total liabilities	-8 852	-6 720	-2 722
Net identifiable assets at fair value	2 416	9 204	4 643
Goodwill	35 342	2 045	4 773
Purchase price	37 758	11 250	9 416
Capital increase	0	4 200	0
Cash/debt previous owner 1)	37 758	7 050	9 416
Purchase price	37 758	11 250	9 416
Paid in cash	7 852	7 050	4 850
Net cash out	7 852	7 050	4 850

1) The difference between the 45 million kroner purchase price plus the 8 million contingent payment and the capitalised purchase price of the shares in Obligo Real Estate AS is due to the net present value of the interest free credit provided by the seller.

Note 8 Acquisitions (continued)

The acquired companies have contributed a total of NOK 76 million to the Group's operating revenues and NOK 7 million to the Group's net income before tax during the period between acquisition and 31.12.2014 as follows:

All amounts in thousands of NOK		During holding period		Financial year 2014
Acquired companies:	From date	Operating revenues	Net income before tax	Operating revenues	Net income before tax
Obligo Real Estate AS and subsidiaries	03. Jan. 13	44 438	16 492	44 438	16 492
Agasti Wunderlich Capital Markets AS	01. Feb. 13	29 605	-11 888	29 842	-12 896
Obligo Fund Management AS and subsidiaries	16. Oct. 13	2 390	2 368	11 433	7 621
TOTAL		76 433	6 972	85 713	11 217

Deferred tax liabilities mainly consist of differences between the accounting and tax depreciation on fixed assets and intangible assets.

If the acquisition was carried out as at 01.01.2013, the Group's total operating revenues for the entire period would have been NOK 430 million, and the Group's net income before tax NOK 21 million.

Included in the value of the goodwill are client relationships, employees with special skills and expected synergies with the Agasti Group's existing business. These intangible assets do not meet the recognition criteria in IAS 38 and are therefore not entered in the balance sheet separately.

The capitalised goodwill is allocated to the cash generating unit; Investment Management for Obligo Real Estate and Obligo Fund Management, and Capital Market for the Agasti Wunderlich Capital Markets AS investment.

Note 9 Shares in subsidiaries

The companies listed below are all wholly owned by Agasti Holding ASA.

Company	Country	Registered office	Principal operations
Navigea Securities AS	Norway	Oslo	Securities companies
Navexa Securities AB	Sweden	Stockholm	Insurance undertakings
Obligo Investment Management AS	Norway	Oslo	Management and administration of investment
			companies
Agasti Business Services AS	Norway	Stavanger	Inter Group service provision
Acta Asset Management AS	Norway	Stavanger	No activity
Acta Kapitalforvaltning AS	Norway	Stavanger	No activity
Agasti Wunderlich Capital Markets AS	Norway	Oslo	Securities companies

Note 10 Share capital and shareholder information

As per 31 December 2014, share capital in Agasti Holding ASA consisted of 294,235,817 shares with a nominal value of 18 øre. There is only one share class.

Ownership structure	Number of shares	Ownership stake
The 20 largest shareholders in the company as at 31 December 2014 were:
Perestroika AS	56 047 228	19.05%
Tenold Invest AS	30 845 106	10.48%
Coil Investment Group AS	27 436 755	9.32%
Best Invest AS	12 808 707	4.35%
IKM Industri-Invest AS	11 190 000	3.80%
Bjelland Invest AS	10 785 000	3.67%
Mons Holding AS	10 766 620	3.66%
Sanden A/S	7 500 000	2.55%
Coldevin Invest AS	6 963 538	2.37%
SEB Private Bank S.A. (Extended)	4 500 000	1.53%
Athena Invest AS	3 042 904	1.03%
Basic I AS	2 500 000	0.85%
International Oilfield Services AS	2 500 000	0.85%
Heden Holding AS	2 200 764	0.75%
JAG Holding AS	2 200 000	0.75%
Steinar Lindberg A.S	2 100 000	0.71%
Melesio AS	2 054 527	0.70%
Westco AS	2 000 000	0.68%
Brattetveit AS	1 833 022	0.62%
Lokenmoen Invest AS	1 822 917	0.62%
Total 20 largest shareholders	201 097 088	68.35%
Total other shareholders	93 138 729	31.65%
Total number of shares	294 235 817	100.00%
		Number

Total outstanding shares 01.01.2014		293 472 726
Total outstanding shares 31.12.2014		294 235 817
Average total shares in 2014		277 102 561
Average total undiluted shares in 2014		293 914 484
Earnings per share (year's result Group / average total shares)	2 014	-0.06
Undiluted earnings per share (year's result Group / average total undiluted shares)	2 014	-0.06
Earnings per share (year's result Group / average total shares)	2 013	-0.01
Undiluted earnings per share (year's result Group / average total undiluted shares)	2 013	-0.01

At the ordinary general meeting on 18 June 2014, the Board of Agasti Holding ASA was granted authorisation to issue new shares in Agasti Holding ASA in one or several private and/or public placements. The authorisation applies for the issuance of up to 29 million shares with a nominal value of NOK 0.18, which means that the Board can, in accordance with the authorisation, increase the share capital by up to NOK 5.2 million. The authorisation is valid until the date of the next ordinary general meeting, but no later than 30 June 2015. If the nominal value of the shares should change within the period of authorisation, the authorisation shall be changed accordingly.

Note 10 Share capital and shareholder information (continued)

Shares directly or indirectly owned or controlled by members of the Board and management employees as at 31 December 2014:

Name	Office	Number of shares	Ownership stake
Jørgen Pleym Ulvness 1)	Chief Executive Officer Agasti Holding ASA	6 963 538	2.37%
Christian Dovland 2)	Chief Financial Officer Agasti Holding ASA	1 562 500	0.53%
Svein Erik Lilleland 3)	Chief Executive Officer Agasti Wunderlich Capital Markets AS	2 127 264	0.72%
Kjersti Aksnes Gjesdahl 4)	Chief Executive Officer Navigea Securities AS	859 375	0.29%
Bjarne Eggesbø	Chief Executive Obligo Investment Management AS	0	0.00%

1) Owned by Coldevin Invest AS. 2) Owned by Industriforedling AS.

3) 1,822,917 owned by Lokenmoen Invest AS and 304,347 owned by Svein Erik Lilleland.

4) Owned by JFBG AS.

Remuneration based on share value - Stock options

Name	Office	Number of stock options 01.01.2014	Awarded during the year	Exer cised/re deemed during the year	Expired/ terminat ed during the year	Number of stock options 31.12.2014	Cost of stock options
Jørgen Pleym Ulvness	Chief Executive Officer Agasti Holding ASA	1 166 667	1 400 000	0	583 333	1 983 333	539 567
Christian Dovland	Chief Financial Officer Agasti Holding ASA	0	770 000	0	0	770 000	199 677
Bjarne Eggesbø 1)	Chief Executive Officer Obligo Investment
Svein Erik Lilleland	Management AS Chief Executive Officer Agasti Wunderlich Capital	0	770 000	0	0	770 000	199 677
	Markets AS	0	770 000	0	0	770 000	199 677
Kjersti Aksnes Gjelsdahl	Chief Executive Officer Navigea Securities AS	0	770 000	0	0	770 000	199 677

1) Bjarne Eggesbø left the company on January 16, 2015.

No Board Members or other employee representatives have stock options in Agasti Holding ASA.

Note 11 Dividends

In 2014, no dividend was paid. The Board has not proposed that a dividend be paid for 2015.

Note 12 Current receivables

All amounts in thousands of NOK	2014	2013
Accrued/non-received revenues	17 224	13 633
Pre-paid costs	15 850	19 883
Accounts receivable	52 645	39 769
Miscellaneous current receivables	8 947	18 049
Total current receivables	94 667	91 333

Note 13 Financial assets - Marketable securities

Book value of financial assets

All amounts in thousands of NOK	Holding company	2014	2013
Shares in various investment portfolios	Acta Kapitalforvaltning AS	40 541	40 833
Shares in Deliveien 4 Holding AS	Navigea Securities AS	585	628
Shares in various investment portfolios	Obligo Investment Management	3 403	1 173
Shares in various investment portfolios	Obligo Real Estate AS	349	972
Total current receivables		44 878	43 606

Acta Kapitalforvaltning AS has acquired shares in investment portfolios in connection with the settlement of client issues. The client has been paid the value of the shares plus any compensation in exchange for Acta Kapitalforvaltning AS acquiring the shares. The investment portfolios are priced four times a year, on 15 March, 15 June, 15 September and 15 December. The pricing carried out on 15 March and 15 September are based on valuations made by independent parties.

Shares in Deliveien 4 Holding AS are recognised at nominal value for the last determined price, from 15.12.2014.

The risk in these investment portfolios lies in the price development in the portfolios, which is affected positively or negatively by changes in market prices, foreign exchange rates or interest rates. Refer to note 20 for a more detailed description of the determination of prices.

Note 14 Provisions and other current liabilities

All amounts in thousands of NOK	2014	2013
Accrued expenses, unpaid wages, holiday pay, etc.	26 015	29 187
Provisions for estimated compensation to clients and process costs relating to received	47 000	23 424
customer complaints
Provision for liquidation costs	7 865	13 621
Provision for future office rent	3 517	13 588
Other current liabilities	35 319	32 111
Total provisions and other current liabilities	119 716	111 931

Accrued

	expenses, including	Customer	Liquidation
Changes in provisions	salary	claims	costs	Office rent	Other	Total
Balance as at January 1, 2013	46 890	35 448	20 230	-	1 785	104 353
Provisions in the year	29 187			13 588	32 111	74 886
Reversals of provisions in the year	-46 890	-12 024	-6 609	-	-1 785	-67 308
Balance as at December 31, 2013	29 187	23 424	13 621	13 588	32 111	111 931
Balance as at January 1, 2014	29 187	23 424	13 621	13 588	32 111	111 931
Provisions in the year	26 015	42 176	6 365		25 319	99 875
Reclassification from long-term debt					10 000	10 000
Reversals of provisions in the year	-29 187	-18 600	-12 121	-10 071	-32 111	-102 090
Balance as at December 31, 2014	26 015	47 000	7 865	3 517	35 319	119 716

Note 14 Provisions and other current liabilities (continued)

In June 2014, the Financial Supervisory Authority of Norway decided to revoke the subsidiary, Navigea Securities AS's licences to provide investment services. The Board of Navigea Securities AS has taken the decision to acknowledge this and has initiated the liquidation of the company's licensed business by 30 June 2015.

In 2006 and 2007 just under 450 Swedish investors who invested in bonds issued by Lehman Brothers, and which were distributed by Acta Kapitalförvaltning, a branch of Acta Kapitalforvaltning AS, a subsidiary of Agasti Holding ASA, in the fourth quarter of 2010 and the first quarter of 2011 brought legal action against Acta Kapitalförvaltning, a branch of Acta Kapitalforvaltning AS. Investments were partly financed by Kaupthing Bank.

The investors dispute the obligation to repay the loans to the bank, and have also turned to Acta Kapitalforvaltning AS, as an advisor in order to recover lost equity and loans which may not be covered by the bank. In March 2010, the Swedish National Board for Consumer Disputes (ARN) on policy decisions concluded that Acta Kapitalforvaltning AS is not generally liable to the investors owing to negligent advice on the occasion of the collapse of Lehman Brothers. Given the timeline set by the Stockholm District Court the legal costs relating to the case are considered to be significant. Acta Kapitalforvaltning AS has therefore intensified its strategy of compromise with the parties, including Kaupthing and customers. As a result of this strategy, on 21 October 2014, Acta Kapitalforvaltning AS entered into a conciliation agreement with some of these customers. The agreement reduced the Group's maximum risk and exposure associated with residual matters considerably, where legal proceedings are expected in 2016. Following this, remaining lawsuits are just under 400, and the maximum exposure is estimated to approximately NOK 136 million.

In Norway, the Norwegian Consumer Council has assisted customers who have wanted to pursue the cases against Acta Kapitalforvaltning AS and Acta Asset Management AS to be dealt with by the Norwegian Financial Services Complaints Board when companies have not followed the recommendations of the Norwegian Financial Services Complaints Board. These cases have been reconciled. Beyond this, there remains a small number of cases. Acta Kapitalforvaltning AS continues to receive complaints relating to investments in the period prior to 2010, but most of these are considered to be out-of-date.

Although settlement is a preferred solution, it cannot be ruled out that Acta Kapitalforvaltning AS will file for bankruptcy protection or bankruptcy if the result of the negotiations is of a nature that necessitates such action.

Obligo Investment Management AS has received lawsuits in the United Kingdom relating to the misuse of confidential information. Following a review of the legal and factual basis of the case, Obligo Investment Management AS considers the risks relating to the case to be relatively limited. The case is expected to come before the Court during 2015.

Note 15 Income taxes

All amounts in thousands of NOK	2014	2013
Tax payable on the year's taxable earnings	1 197	564
Corrected tax previous year	0	-1
Recognised change in deferred tax	-7 098	4 872
Year's tax expenses	-5 901	5 435
Effective tax rate 1)	25.6%	170.6%

Specification of assets and liabilities by deferred tax

All figures in thousands of NOK	2014	2013
Outstanding receivables	4 496	2 796
Operating assets	-428	2 580
Accounting provisions	12 003	14 883
Profit and loss account	10	9
Loss to carry forward 2)	60 068	49 082
Total deferred tax assets	76 148	69 349
Deferred tax assets not included in the balance sheet	22 326	22 035
Net deferred tax assets	53 822	47 314

Deferred tax assets in Norway are related to deficits that can be carried forward and temporary differences between the recognised value and tax value of assets that will be released over the remaining lifetime of the asset, and recognised provisions that will be released over a period of three years. In Sweden, deferred tax assets relate to losses carried forward until 1 January 2011, less tax on the taxable profit in Sweden in 2013.

In Norway, with the exception of 2012 and 2014, the Agasti Group has had a taxable result. The Group's management believes it is reasonably certain that the Group in Norway will be able to utilise the tax benefit as the temporary differences are released. This is based on the assessment of significant non-recurring costs in 2014 and budgets for future years. In Sweden during 2012 and into 2013 a comprehensive restructuring was carried out, which will involve a significant reduction in annual costs. This has contributed to the Group attaining a taxable profit in Sweden in 2013 and 2014. The Group's management expects a taxable profit in Sweden going forward, and therefore considers the deferred tax assets entered on the balance sheet as at 31 December 2014 to be reasonable. Deficits that can be carried forward have no maturity date.

Reconciliation of actual against estimated tax expense

All amounts in thousands of NOK	2014	2013
Net income before taxes	-23 070	3 186
Calculated tax cost (27%)	-6 229	892
Tax rate outside Norway	-756	-204
Permanent differences (27%) 3)	1 084	3 435
Change in deferred tax assets from change in tax rate in Norway	0	1 313
Actual tax expenses	-5 901	5 435
Effective tax rate 1)	25.6%	170.6%

1) Tax expenses in relation to pre-tax profit.

2) Deferred tax asset relating to loss carry forward in Norway in 2012, as well as loss carry forward in Sweden. 3) Does not include non-deductible costs, such as representation, client events and gifts, as well as estimated benefits of distributed options.

Note 15 Income taxes (continued)

Tax payable in balance sheet calculated as follows:

All amounts in thousands of NOK	2014	2013
Tax payable on net income for the year	1 197	564
Total tax payable on balance sheet	1 197	564

Tax payable relates to estimated taxable profit in foreign subsidiaries. A nominal tax rate is used when estimating tax payable.

Reconciliation of net deferred tax/tax assets

Net deferred tax/tax assets 31 December	53 822	47 314
Currency exchange differences	-590	1 059
Additions acquisition of companies	0	1 567
Booked via income statement	7 098	-4 872
Net deferred tax/tax assets 01 January	47 314	49 560
All amounts in thousands of NOK	2014	2013

Note 16 Related parties

Internal trading in the Group is carried out in accordance with separate agreements and at arm's length, and settlement of common costs in Agasti Holding ASA and Agasti Business Services AS is divided between the Group companies in accordance with keys, depending on the future of the various costs.

The cooperation with Wunderlich Investment Company, Inc. has resulted in the Agasti Group acquiring 100 per cent of Wunderlich Securities AS for NOK 11 million in February 2013. This company was indirectly controlled by Alfred Ydstebø, former Chairman of the Board and Chief Executive Officer between August 2012 and December 2013.

In August 2012, Agasti Holding ASA entered into an agreement with then Board Member and later Chairman of the Board Merete Haugli regarding services linked to the area of compliance. The services were beyond the scope of the work tasks and obligations relating to the other positions she holds within Agasti. In 2013, the Board of Directors decided to remunerate Merete Haugli with a total of NOK 150,000 for this work in the period 2012-2013.

Note 17 Financial risk

The Agasti Group's exposure linked to financial instruments is limited to liquidity held in the form of bank deposits. At the end of 2014, the Group has limited interest-bearing liabilities and therefore has no interest rate risk related to borrowed capital. The financial market risk is otherwise limited to future income being affected by changes in market prices of the company's products, as well as general market fluctuations. An increased total number of customer complaints may result in an increased risk of legal action against the Group, but the risk of class action etc., being successfully taken against the Group is assessed as being relatively low. Future portfolio income will vary with fluctuations in market prices of the client portfolios being managed. Currency risk is not significant, and is mainly linked to part of the Group's business operations being carried out in Sweden. Credit risk is limited to current receivables and is not assessed as being significant.

Revenues may change as a result of changes to currency exchange rates. Such changes will have the following estimated effects on net operating income and equity:

		Change to NOK/SEK		Change to NOK/USD
All amounts in thousands of NOK		5%	-5%	5%	-5%
Impact on net operating income	2014	3 640	-3 640	2 574	-2 574
	2013	2 157	-2 157	1 687	-1 687
Impact on equity	2014	2 657	-2 657	1 940	-1 940
	2013	1 553	-1 553	1 118	-1 118

Note 18 Subordinated capital - Agasti Group

Agasti Holding ASA is subject to capital adequacy requirements on a consolidated basis, cf. § 9-21 of the Securities Trading Act. Calculation of subordinated capital and capital adequacy per 31 December 2014 is in accordance with the statement below.

All amounts in thousands of NOK	2014	2013
Subordinated capital
Core capital	215 189	229 750
Deduction for deferred tax asset	53 822	47 314
Deduction for goodwill and other intangible assets	59 647	72 494
Net subordinated capital	101 721	109 942
Capital adequacy
Adequacy to cover credit risk	14 761	14 709
Adequacy to cover operational risks	63 802	64 145
Cumulative risked-based adequacy requirement	78 563	78 854
Risk-weighted calculation basis	982 036	985 673
Capital adequacy measured in per cent	10.4%	11.2%
Capital adequacy - authorities' requirement in per cent	8.0%	8.0%
Surplus/deficit of subordinated capital	23 158	31 089

The calculation base for the requirement for consolidated subordinated capital is equal to the sum of the calculation bases for credit risk and operational risk. The calculation base for credit risk is set based on risk weights set in the regulations. The calculation base for operational risk is determined as a percentage of the Group's average income over the past three years (basic method).

Preliminary calculations show that the required consolidated subordinated capital requirement for 2015 will be approximately NOK 75 million.

Note 19 Assets pledged as collateral and guarantees

All amounts in thousands of NOK Booked liabilities that are secured
with collateral etc.:	Borrower	2014	2013
- Overdraft Sparebank1, SR-Bank	Agasti Holding ASA	200	10 172
- Debt to ABG Sundal Collier ASA 1)	Obligo Investment Management AS	28 668	45 500
Total		28 868	55 672

1) 10 million of this debt is classified as short term, the balance is long term.

Agasti Holding ASA has an overdraft facility with a limit of NOK 30 million. The overdraft facility is subject to annual renewal. In use of the overdraft, Sparebank 1 SR-Bank has collateral in the shares of the Group's subsidiaries, listed below. In addition, the Group's subsidiaries have made a declaration of negative pledge.

Book value of financial assets pledged as collateral All amounts in thousands of NOK	2014	2013
Shares in Navigea Securities AS	40 000	40 000
Shares in Navexa Securities AB	10 886	10 887
Shares in Obligo Investment Management AS	65 026	45 428
Shares in Obligo Fund Management AS	0	9 416
Shares in Agasti Capital Markets AS	0	7 254
Shares in Agasti Wunderlich Capital Markets AS	51 168	31 250
Shares in Agasti Business Services AS	7 670	19 906
Shares in Acta Asset Management AS	16 008	16 008
Shares in Acta Kapitalforvaltning AS	8 994	38 305
Shares in Acta Kapitalförvaltning AB	0	487
Total book value of financial assets	199 753	218 941

Obligo Investment Management AS acquired the companies ABG Sundal Collier Real Estate AS and subsidiary ABG Sundal Collier Real Estate, Inc. from ABG Sundal Collier Norge ASA with effect from 3 January 2013. The purchase price was agreed at NOK 45 million plus an additional payment of NOK 8 million. The amount will be paid in instalments over a period of five years. As security for the at any time remaining and unpaid portion of the purchase price, the shares in the acquired companies are pledged in favour of ABG Sundal Collier Norge ASA. For further information, see note 8.

Note 20 Determination of fair value

The fair value of financial assets classified as "available for sale" and "held for trading" is determined with reference to the market price on the balance sheet date. The fair value of unlisted financial assets has been estimated using valuation techniques based on assumptions that are not supported by observable market prices.

The fair value of options is determined through the use of option pricing models.

The following of the company's financial instruments are not valued at fair value: Cash and cash equivalents, accounts receivable, other current receivables, bank overdrafts, long-term liabilities and "held-to-maturity investments".

The value of cash and cash equivalents and bank overdrafts entered in the balance sheet approximates fair value because these instruments have short maturities. Similarly, the value of accounts receivable and accounts payable entered in the balance sheet approximates fair value as these have "normal" conditions.

Financial assets include unlisted shares in various investment portfolios which Acta Kapitalforvaltning AS has acquired in connection with the settlement of customer issues. The customer has been paid the market value of the shares plus any compensation, while Acta Kapitalforvaltning has taken over shares in the investment portfolios on the company's books or balance sheet.

Note 20 Determination of fair value (continued)

The assets are recognised in the accounts at the last known price, set 15.12. 2014, adjusted downwards with a liquidity premium of 10 per cent, equivalent to NOK 4.5 million. The investment portfolios are priced four times a year, on 15 March, 15 June, 15 September and 15 December. The pricing carried out on 15 March and 15 September are based on valuations made by independent parties.

The risk in these investment portfolios lies in the price development in the portfolios, which is affected positively or negatively by changes in market prices, foreign exchange rates or interest rates.

Prices are set based on a calculation of the value-adjusted equity per share of the portfolio based on the assets' market value and with individual adjustments as described below. The aim is to come to a price which corresponds to the market's normal assessment of the value of the shares in the company.

Real estate – Share price is calculated in accordance with the following principle:

$$
K = \frac{EM - LS + NAK - LG + R + GK - SH}{A}
$$

K	Share price
EM	The property's market value
LS	Estimated deferred tax
NAK	Net working capital including cash
LG	Long-term liabilities
R	Estimated premium/discount on financing
GK	Remaining capitalised issuance and acquisition costs
SH	Accrued performance fee
A	Number of shares issued

Shipping – Share price is calculated in accordance with the following principle:

NPV (L + RV – K – RK – A'ord – A'sa – SH) + C – AEG

A

Present value ("of")
Contractual rental income
Residual value (estimated) upon expiration of the leases
Running costs
Interest expenses mortgages (including swap costs)
Ordinary mortgage instalments
Repayment/instalments remaining loan upon sale of vessel
Any accrued performance fee
Cash (cash/bank)
Other assets and liabilities (net)
Number of shares issued

When calculating the present value of the cash flow (before tax) a discount rate of 11 per cent is used.

Note 20 Determination of fair value (continued)

Infrastructure, Private equity and renewable energy – Share price is calculated in accordance with the following principle:

$$
K = \frac{RFV + VD - LS + NAK - LG + EH - SH}{A}
$$

K	Share price
RFV	Reported fund value
VD	Valuation direct investments
LS	Deferred tax
NAK	Net working capital including cash
LG	Long-term liabilities
EH	Non-depreciated placement fee
SH	Accrued performance fee
A	Number of shares issued

For financial assets and liabilities recognised at the value entered in the balance sheet, the fair value is calculated as the present value of estimated cash flows discounted by the interest rate that applies for the corresponding assets and liabilities on the balance sheet date. This applies to:

• Debt as a result of the acquisition of companies (see note 8)

The fair value of "held to maturity" investments is determined using available market prices.

There have not been any significant changes in the year to key assumptions or input factors used in the estimation of fair value of financial items classified in level three.

A comparison of the values entered in the balance sheet and fair value of the Group's financial instruments is included below. Fair value of the debt component of preference shares is estimated using the market rate for similar convertible bonds.

		2014		2013
	Value		Value
	entered in		entered in
All amounts in thousands of NOK	the balance sheet	Fair value	the balance sheet	Fair value
Financial assets
Cash	106 497	106 497	141 329	141 329
Other current receivables	94 667	94 667	91 333	91 333
Convertible bonds	18 583	18 583	15 209	15 209
Available for sale investments	44 878	44 878	43 606	43 606
Total financial assets	264 625	264 625	291 477	291 477
Financial liabilities
Overdraft	200	200	10 172	10 172
Accounts payable	12 911	12 911	13 892	13 892
Other current liabilities	72 716	72 716	92 377	92 377
Other long-term liabilities	18 668	18 668	35 266	35 266
Total financial liabilities	104 495	104 495	151 707	151 707

Note 20 Determination of fair value (continued)

All amounts in thousands of NOK Assets and liabilities recognised at fair value	31.12.14	Level 1	Level 2	Level 3
Financial assets at fair value with changes
in value through profit or loss
Unlisted shares	44 878			44 878
Contingent portion of seller's credit	-3 739			-3 739
Total	41 139	0	0	41 139
All amounts in thousands of NOK
Assets and liabilities recognised at fair value	31.12.13	Level 1	Level 2	Level 3
Financial assets at fair value with changes
in value through profit or loss
Unlisted shares	43 606			43 606
Contingent portion of seller's credit	-6 328			-6 328
Total	37 278	0	0	37 278

The classification of unlisted shares has been reassessed to be level three, rather than level two as previously reported.

Note 21 Events after balance sheet date

No major events after balance sheet date.

Oslo, 25 March 2015

Paal Victor Minne Board member

Beatriz Malo de Molina Board member

Ellen M. Hanetho Board member

Erling Meinich-Bache Board member

Trond Vernegg Board member

Kristin Louise Abrahamsen Wilhelmsen Board member

John Høsteland Chairman of the board

Jørgen Pleym Ulvness CEO

AGASTI HOLDING ASA THE COMPANY'S INCOME STATEMENT - 1 JANUARY - 31 DECEMBER - NGAAP

All amounts in thousands of NOK	Note	2014	2013
Operating revenues	2	38 278	21 970
Wages and salaries	3	28 847	18 136
Depreciations	5	107	57
Other operating expenses	4	29 949	18 685
Total operating expenses		58 903	36 878
Operating earnings		-20 624	-14 908
Income on investments in subsidiaries	4	53 539	59 731
Other financial income	4	7 487	4 179
Write-downs, investments in subsidiaries	4, 6	29 959	24 650
Financial expenses	4	4 299	4 429
Net financial items		26 768	34 831
Net income before taxes		6 144	19 923
Income taxes	12	10 040	12 800
Net income		-3 896	7 123
Dividends		0	0
Effective tax rate		163.4%	64.2%

AGASTI HOLDING ASA COMPANY BALANCE SHEET AS OF 31 DECEMBER 2014 - NGAAP

All amounts in thousands of NOK	Note	2014	2013
ASSETS
Non-current assets
Deferred tax assets	12	2 215	1 828
Total intangible assets		2 215	1 828
Leasehold improvements	5	240	124
Machinery, fixtures and equipment	5	191	242
Software	5	287	0
Total fixed assets		718	366
Investments in subsidiaries	6	199 753	149 084
Other receivables	9	60 559	56 437
Total financial assets		260 312	205 521
Total non-current assets		263 245	207 715
Current assets
Current receivables	10, 11	32 517	58 810
Total receivables		32 517	58 810
Bank deposits		7 843	6 156
Total bank deposits and investments		7 843	6 156
Total current assets		40 360	64 966
Total assets		303 605	272 681

AGASTI HOLDING ASA COMPANY BALANCE AS OF 31 DECEMBER 2014 - NGAAP

All amounts in thousands of NOK	Note	2014	2013
EQUITY AND LIABILITIES
Equity
Share capital	7,8	52 962	52 825
Share premium reserve	8	67 572	66 964
Other paid-in equity	8	100 900	89 480
Total paid-in equity		221 434	209 269
Other equity	8	-1 895	7 429
Total retained earnings		-1 895	7 429
Total equity		219 540	216 698
Liabilities
Accounts payable		1 004	527
Liabilities to credit institutions	13	200	10 172
Tax payable	12	0	0
Taxes and public fees payable		2 523	900
Provisions and other current liabilities	10, 11	80 339	44 384
Total current liabilities		84 065	55 983
Total liabilities		84 065	55 983
Total equity and liabilities		303 605	272 681

AGASTI HOLDING ASA COMPANY CASH FLOW STATEMENT - 1 JANUARY - 31 DECEMBER - NGAAP

All amounts in thousands of NOK	2014	2013
Operating activities
Net income before tax expenses	6 144	19 923
Received group contribution – taken to income	-53 539	-59 731
Depreciations	107	57
Write-downs	29 959	24 650
Currency gains on financial investments	-4 122	0
Stock option programme	993	859
Change in accounts payable	477	305
Change in other receivables	33 135	-8 353
Change in other accruals	30 891	-8 528
Net cash flow from operating activities	44 045	-30 818
Investing activities
Payments for acquisition of fixed assets	-459	-411
Payments for investments in subsidiaries	-40 242	-5 886
Net cash flow from investing activities	-40 702	-6 297
Financing activities
Payments upon increase of long-term debt	0	-14 461
Proceeds from received Group contribution and dividends	14 920	18 137
Disbursed outstanding Group contribution	-7 350	-930
Proceeds from issuance of shares	746	45 647
Net cash flow from financing activities	8 316	48 393
Net change in bank deposits, short-term investments, bank overdrafts, etc.	11 660	11 278
Bank deposits, short-term investments, bank overdrafts, etc. as per 01.01.	-4 016	-15 294
Bank deposits, short-term investments, bank overdrafts, etc. as per 31.12.	7 643	-4 016
Unused overdraft facilities	29 800	49 828
Bank deposits and investments	7 843	6 156
Bank overdrafts	-200	-10 172
Net bank deposits and bank overdrafts as per 31.12.	7 643	-4 016

Notes to the company accounts

Note 1 Accounting principles

1.1 Basis for preparation of the company accounts

The annual accounts for 2014 are set up in accordance with the Accounting Act of 1998, Norwegian accounting principles (NGAAP) and generally accepted Norwegian accounting best practice (NGRS). The annual accounts consist of the income statement, balance sheet, cash flow statement and notes. The annual accounts constitute a whole. The most important accounting principles that are used in the preparation of the annual accounts are as follows:

1.2 Currency

Monetary items in foreign currencies are valued at the year-end exchange rate. Other assets and liabilities in foreign currency are valued according to general valuation regulations.

1.3 Revenue

Revenues mainly consist of sales of Group services to other companies in the Agasti Group. Income is entered in the accounts when it is earned. Entry of income normally occurs at the time of delivery for the sale of services.

Dividends and Group contributions from subsidiaries are recorded in the same year in which they are earned in the underlying companies, and when such distributions are expected to be resolved, and are included in the underlying companies' annual accounts.

Interest income is entered as it is earned.

1.4 Expenses

Expenses are included with and expensed simultaneously with the income that the expenses are attributable to. Costs that cannot be directly attributed to income are expensed when incurred.

Interest and fees are entered as these are earned as income or incurred as costs.

1.5 Defined contribution pension schemes

Obligations for contributions to defined contribution pension schemes are entered as expenses in the income statement when incurred.

1.6 Share-based payment transactions

Employee stock options are measured at the actual value at the time of distribution. The stock options are valued according to the Black and Scholes model. The calculated value is recognised as a personnel costs, with a corresponding entry in other paid-in equity. The cost is divided over the period until the employees become unconditionally entitled to the stock options.

1.7 Main rule for valuation and classification of assets and liabilities

Assets intended for permanent ownership or use are classified as fixed assets Other assets are classified as current assets. Receivables that shall be paid within a year are classed as current assets. Equivalent criteria are used as the basis for the classification of long-term and current liabilities.

Fixed assets are valued at historical cost, but written down to actual value when the reduction in value is not expected to be temporary. The write down is reversed when the basis for the write down no longer exists. Fixed assets with a limited economic lifetime are depreciated in accordance with a depreciation plan. Long-term loans are recorded at the nominal received value at the time of establishment.

Current assets are valued at the lowest of the cost value and actual value. Long-term liabilities are recorded at the nominal received value at the time of establishment.

1.8 Shares in subsidiaries

In Agasti Holding ASA's company accounts, shares in subsidiaries are valued in accordance with with the cost method. Group contributions are entered in the parent company's accounts as income in investment in subsidiaries under financial items, in the extent to which the distribution relates to the earnings accrued in the holding period. Other received Group contributions are entered as a reduction of cost price of the shares. Provided Group contributions net after tax are entered as increased investment in subsidiaries.

1.9 Receivables

Receivables are recorded at nominal value less provisions for expected losses. Provisions for losses are made on the basis of an individual analysis of the individual receivables.

Note 1 Accounting principles (continued)

1.10 Taxes

Tax expenses consist of tax payable and the change in deferred tax. Deferred tax/tax assets are calculated on all differences between accounting and tax values of assets and liabilities. Deferred tax is calculated at 27% based on the temporary differences that exist between the accounting and tax values, and tax loss carried forward at the end of the financial year. Net deferred tax assets are recognised to the extent that it is likely that they could be utilised.

Tax expenses and deferred tax are entered in the accounts directly against equity insofar as the tax items relate to items recognised directly against equity.

1.11 Leasing agreements

Leases where the most significant risks and returns associated with ownership of the asset are not acquired by the company are classified as operating lease agreements. Lease payments are classified as

an operating expense, and are recognised linearly over the contract period.

1.12 Use of estimates

Management has used estimates and assumptions that affect the income statement and the valuation of assets and liabilities, as well as contingent assets and liabilities on the balance sheet date during the preparation of the annual accounts in accordance with generally accepted accounting principles.

1.13 Contingencies and events after the balance sheet date

Contingent losses that are probable and quantifiable are expensed.

1.14 Cash flow statement

The cash flow statement is prepared according to the indirect method. Cash and cash equivalents include cash, bank deposits and other short-term liquid investments.

Note 2 Operating revenues

All amounts in thousands of NOK	2014	2013
By function
Group administration	26 672	21 970
IT	6 792	-
Accounting and finance	1 632	-
Human resources	455	-
Marketing and communications	2 727	-
Total operating revenues	38 278	21 970

Note 3 Salary costs, total employees, remuneration, loans to employees, etc.

All amounts in thousands of NOK	2014	2013
Salaries	18 263	8 766
Bonus/profit sharing	4 757	4 410
Pension costs, defined contribution plans	341	184
Estimated benefit options scheme	993	858
National insurance contributions	3 286	2 367
Other benefits	1 207	1 551
Total	28 847	18 136
Average total full-time equivalent positions	10.7	4.8

Note 3 Salary costs, total employees, remuneration, loans to employees, etc. (continued)

All amounts in thousands of NOK		Period	Salary 1)	Contribution pension scheme based	Paid bonus/ sharing profit	bonus/profit Accrued sharing	benefits Other
Jørgen Pleym Ulvness 2)	CEO Agasti Holding ASA	2014	3 382	49	2 579	1 450	4
		2013	1 513		143		64
Christian Dovland 3)	Chief Financial Officer	2014	2 245	44	536		9
		2013
Christian Tunge 3)	Chief Financial Officer	2014	3 762		759		2
		2013	2 228		789		33

Benefits paid to employees in leading positions

) Salaries etc. are shown for the period in which employees in leading positions have been employed in Agasti Holding ASA.

2) Took up position as CEO on 12 December 2013. Ulvness was employed as Deputy CEO of Agasti Holding AS until 12 December 2013, but salary and other benefits up until 1 July 2013 were paid from other companies within the Group.

3) Left the position on 12 December 2013. 4) Left position as CFO on 11 February 2014. Christian Dovland took up the position as the new CFO on the same day.

Benefits to employees in leading positions

The CEO's remuneration is determined by the Board based on input from its remuneration committee. The Board's remuneration committee sets guidelines for remuneration of other employees in senior positions, including fixed salaries and the principles for and scope of bonus schemes.

Employees in leading positions have ordinary bonus agreements with annually fixed limits, and normally limited to between 40 and 200 per cent of basic salary, depending on position. The estimated accrued bonus is expensed on an on-going basis.

The CEO and CFO have agreements with 12 months' salary following termination of service if they are dismissed without just cause or as a result of major changes in duties e.g. merger or acquisition:

The Agasti Group has a defined contribution scheme for all permanent employees in Norway and Sweden. In Norway, the contribution rate for 2014 was four per cent of fixed salaries between 1G and 6G and six per cent of fixed salaries between 6G and 12G. In relation to the requirements regarding mandatory occupational pensions (OTP) that came into force on 1 July 2006, Agasti Group has a pension plan which exceeds the minimum requirement of two per cent of salary over 1G up to 12G.

In 2012, the Board of Directors of Agasti Holding ASA adopted an incentive scheme for selected managers in the Group. In 2014, this scheme was replaced by a new option scheme for selected managers within the Group. The scheme is part of a long-term incentive scheme for Agasti managers, which will contribute to

creating positive results and attracting new employees as well as retaining existing employees. At the time of adoption of the annual accounts, a total of 2.03 million stock options are allocated to employees in Agasti Holding ASA, of which 2.03 million are allocated to senior positions. The allocation is in accordance with the authorisation granted by the annual general meeting on 23 May 2012 and 26 June 2013.

The redemption prices for the outstanding options are NOK 1.33 for the options allocated in August 2012 and NOK 2.01 for the options allocated in March 2014. The redemption price for the options shall be reduced by the accumulated dividends paid out during the period after allocation of the options. No dividend was paid for the financial year 2013. The board of directors of Agasti Holding ASA has proposed to the annual general meeting that dividends are not paid out for the 2014 financial year. The remaining share options allocated to selected managers in the group during August 2012 may be redeemed by 1/3 in August 2015. Remaining share options allocated to selected managers in the group during March 2014 may be redeemed by 1/3 in 2016 and 1/3 in 2017, during specific periods in both years. At the end of 2014, the share price was NOK 1.00.

Costs relating to the option scheme for employees in Agasti Holding ASA are recognised in the 2014 financial statements with NOK 993 000.

As at 31 December 2014, Agasti Holding ASA had not issued any other financial instruments that may result in a demand for issuing of new shares other than the mentioned share options.

Note 3 Salary costs, total employees, remuneration, loans to employees, etc. (continued)

Benefits paid to Board members:

Board member fee 1) All amounts in thousands of NOK Member of the Board Position at time of adoption Period Period 2014 2013 Erling Meinich-Bache 2) Chairman of the Board / From 15.12.13 - 18.06.14 464 270 Board Member From 26.06.13 - 14.12.13 Beatriz Malo de Molina 3) Board Member From 29.11.13 193 Merete Haugli 4) Chairman of the Board / From 26.06.13 - 29.11.13 643 0 Board Member From 29.11.13 - 18.06.14 Sissel Knutsen Hegdal Board Member 2013 168 235 Stein Aukner Board Member Until 29.11.13 122 220 Arne Reinemo Board Member From 29.11.13 - 15.12.13 23 0 Paal Espen Johnsen Board Member From 26.06.13 - 15.12.13 125 0 Pia Gideon Board Member From 26.06.13 - 29.11.13 200 200 Ole Peter Lorentzen Board Member Until 30.04.13 215 Jon Bjørstad Board Member 2014 105

1) Board Members' fees etc. are shown for the period in which the Board Member has held the office.

2) Has acted as a Board Member and Vice Chairman of the Board in parts of the stated period.

3) Has acted as a Board Member during parts of the stated period.

4) Has acted as Chairman of the Board during parts of the stated period.

Note 4 Combined items in the income statement

All amounts in thousands of NOK	2014	2013
Costs relating to premises	1 734	1 493
IT costs	13 603	25
Fees for auditors, lawyers and consultants	8 926	11 280
Telephone and postage costs	218	0
Travel activities	718	1 171
Marketing activities	1 270	1 914
Other operating expenses	3 480	2 802
Total other operating expenses	29 949	18 685
Statutory audit	517	638
Other services excluding auditing	100	1 899
Total auditing fee	617	2 537
The fees are given excluding VAT.
Group interest income	3 386	4 016
Interest, bank deposits	122	132
Income from investments in subsidiaries	53 539	0
Other financial income	3 979	31
Total financial income	61 026	4 179
Group interest costs	1 897	750
Bank interest and fees	1 029	833
Guarantees - expensed	0	1 700
Writedown of investments in subsidiaries	29 959	0
Other financial expenses	1 373	1 146
Total financial expenses	34 258	4 429

Note 5 Fixed assets

All amounts in thousands of NOK	2014	2013
Leasehold improvements
Original cost per 1 January	288	155
Additions by separate acquisition	151	133
Original cost per 31 December	439	288
Accumulated depreciations and write downs per 31 December	199	164
Book value per 31 December	240	124
Year's depreciations	34	9
Economic lifetime	4 - 5 years	4 - 5 years
Depreciation plan	Linear	Linear
Machinery, fixtures and equipment
Original cost per 1 January	492	205
Additions by separate acquisition	0	277
Original cost per 31 December	492	482
Accumulated depreciations and write downs per 31 December	301	240
Book value per 31 December	191	242
Year's depreciations	61	48
Economic lifetime	4 - 5 years	4 - 5 years
Depreciation plan	Linear	Linear
Software
Original cost per 1 January	0	0
Additions by separate acquisition	297	0
Original cost per 31 December	297	0
Accumulated depreciations and write downs per 31 December	10	0
Book value per 31 December	287	0
Year's depreciations	10	0
Economic lifetime	4 - 5 years	4 - 5 years
Depreciation plan	Linear	Linear

Annual rental of non-recorded assets

	Rental costs
All amounts in thousands of NOK	2014	2013
Leasing agreements, premises, including common costs	1 484	1 027
Rental external meeting facilities	32	20
Rental, parking facilities	158	36
Leasing agreements, various machinery and equipment	1	0
Total	1 675	1 083

Note 6 Shares in subsidiaries

All amounts in thousands of NOK Company	Year of acquisition	Registered office	Value entered in the balance	Equity 31.12.14	Net income 2014
Navigea Securities AS	2010	Oslo	40 000	38 552	-11 081
Navexa Securities AB	2000	Stockholm	10 887	17 705	9 736
Obligo Investment Management AS	2012	Oslo	65 026	31 993	-1 994
Agasti Wunderlich Capital Markets AS	2014	Oslo	51 168	40 397	19 336
Agasti Business Services AS	2001	Stavanger	7 670	7 604	-3 151
Acta Asset Management AS	1998	Stavanger	16 008	13 318	-10 538
Acta Kapitalforvaltning AS	1998	Stavanger	8 994	9 905	-19 228
Total			199 753	159 474	-16 920

The companies listed below are all wholly owned by Agasti Holding ASA.

The shares in Agasti Business Services AS and Acta Kapitalforvaltning AS have been written down by NOK 7.7 million and NOK 22.2, respectively as at year-end 2014. Reference is made to note 21 to the Consolidated accounts for more information.

In 2014, Agasti Holding ASA has provided shareholder funding to Obligo Investment Management AS at a total of NOK 10 million, as well as a capital contribution to Navigea Securities AS of NOK 5.0 million.

Note 7 Share capital and shareholder information

Share capital in the company per 31 December 2014 consisted of 294 235 817 shares, each with a nominal value of NOK 0.18. There is only one share class. For further information, please refer to note 10 in the Group accounts.

Note 8 Equity

	Share	Share	Other paid	Other
All amounts in thousands of NOK	capital	premium	in equity	reserves	Total
Equity 01 January 2013	46 356	27 786	88 621	306	163 069
Change in equity for the year:
Net income				7 123	7 123
Rights issue	6 469	39 178			45 647
Stock option programme			859		859
Equity 31 December 2013	52 825	66 964	89 480	7 429	216 698
Equity 01 January 2014	52 825	66 964	89 480	7 429	216 698
Change in equity for the year:
Net income				-3 896	-3 896
Merger with subsidiary				-5 428	-5 428
Rights issue	137	608			745
Group contribution with tax effect			38 619		38 619
Received group contributions without tax effect			-28 192		-28 192
Stock option programme			993		993
Equity 31 December 2014	52 962	67 572	100 900	-1 895	219 540

At the ordinary general meeting on 18 June 2014, the Board of Agasti Holding ASA was granted authorisation to issue new shares in Agasti Holding ASA in one or several private and/or public placements. The authorisation applies for the issuance of up to 29 million shares with a nominal value of NOK 0.18, which means that the Board can, in accordance with the authorisation, increase the share capital by up to NOK 5.2 million. The authorisation is valid until the date of the next ordinary general meeting, but no later than 30 June 2015. If the nominal value of the shares should change within the period of authorisation, the authorisation shall be changed accordingly.

Note 9 Long-term receivables

Borrower All amounts in thousands of NOK	Loan date	Maturity	2014	2013
Acta Kapitalforvaltning AS	31.12.07	31.12.17	24 976	24 976
Acta Asset Management AS	31.12.07	31.12.17	17 000	17 000
Agasti Capital Markets AS	10.09.12	10.09.17	0	14 461
Wunderlich Investment Company, Inc	05.09.12	31.07.17	18 583	0
Total			60 559	56 437

Long-term receivables consist of subordinate loans to the subsidiary companies Acta Kapitalforvaltning AS and Acta Asset Management AS, provided as a part of the management of the companies' subordinate capital. The interest rate conditions are 3 months NIBOR with an additional 300 basis points.

The USD 2.5 milllion convertible bond issued to Wunderlich Investment Company, Inc is revalued to current exchange rates on a monthly basis.

Note 10 Outstanding accounts with Group companies and related parties

All amounts in thousands of NOK	2014	2013
Acta Kapitalforvaltning AS	1 174	972
Agasti Business Services AS	28	11 859
Acta Kapitalforvaltning AB	0	11
Agasti Capital Markets AS	0	23 734
Navexa Securities AB	6 390	0
Obligo Investment Management AS	8 751	0
Obligo Real Estate AS	0	29
Group contribution Navigea Securities AS	0	3 855
Group contributionObligo Investment Management AS	0	7 254
Group contribution Obligo Real Estate AS	7 028	5 508
Group contribution Obligo Fund Management AS	0	655
Group contributiona Obligo Partners AS	0	1 490
Group contribution Agasti Wunderlich Capital Markets AS	7 367	0
Group contribution Agasti Business Services AS	17	1 435
Total intercompany receivables	30 755	56 802
Agasti Business Services AS	3044	0
Acta Kapitalforvaltning AS	290	0
Acta Asset Management AS	10 673	7 822
Obligo Investment Management AS	6 842	137
Obligo Real Estate AS	8 695	0
Navigea Securities AS	27 166	7 279
Agasti Wunderlich Capital Markets AS	12 324	389
Group contribution Acta Asset Management AS	0	4 025
Group contribution Acta Kapitalforvaltning AS	0	9 786
Group contribution Agasti Capital Markets AS	0	1 644
Group contribution Agasti Wunderlich Capital Markets AS	0	7 418
Total intercompany liabilities	69 034	38 500

Note 11 Current receivables and other current liabilities

All amounts in thousands of NOK	2014	2013
Outstanding accounts with Group companies	30 755	56 802
Pre-paid costs	1 506	2 009
Accounts receivables	256	-
Total current receivables	32 517	58 810
Outstanding accounts with Group companies	69 034	38 500
Accrued expenses, unpaid wages, holiday pay, etc.	6 390	4 868
Other current liabilities	4 915	1 016
Total other current liabilities	80 339	44 384

Note 12 Income taxes

All amounts in thousands of NOK	2014	2013
Tax payable on the year's taxable earnings	0	0
Difference between tax return and accounts	0	31
Change deferred tax	-387	-448
Tax effect of received Group contributions	0	-1 458
Tax effect of provided Group contributions	10 427	14 675
Year's tax expenses	10 040	12 800
Effective tax rate 1)	163.9%	64.2%
Net income before tax expenses in relation to year's tax base
Net income before tax expenses	6 144	19 923
Temporary differences
Change temporary differences	1 434	1 659
Permanent differences
Write-downs of shares in subsidiaries	29 959	24 650
Estimated benefit options	993	859
Other non-deductible items (net)	89	113
Provided Group contribution, taxable	-38 619	-52 410
Received Group contributions (taxable) charged to investments in subsidiaries	0	5 206
Tax base for the year	0	0
Specification of tax effect of temporary differences
Non-current assets	295	11
Receivables	-8 500	-6 800
Accounting provisions	0	19
Net temporary differences	-8 205	-6 770
Net deferred tax (+)/deferred tax assets (-) on balance sheet	-2 215	-1 828
Tax payable in balance sheet calculated as follows:
Tax payable on net income for the year	0	0
Paid too much/too little tax previous year	0	0
Total tax payable on balance sheet	0	0
Reconciliation of actual against estimated tax expense
Net income before tax expenses	6 144	19 923
Calculated tax cost (27%)	1 659	5 578

Note 12 Income taxes (continued)

All amounts in thousands of NOK	2014	2013
Specification of other tax effects
Arrears from previous years	-	-
Permanent differences (27%) 2)	1 032	7 154
Change tax rate	-	68
Group contribution without tax effect (27%)	7 350	-
Year's tax expenses	10 040	12 800
Effective tax rate 1)	163.4%	64.2%

1) Tax expenses in relation to pre-tax profit

2) Includes non-deductible expenses, such as representation and miscellaneous customer events, individual gifts and non-deductible foundation costs, option costs and the write-down of shares in subsidiaries.

Note 13 Assets pledged as collateral and guarantees

Securities All amounts in thousands of NOK	2014	2013
Booked liabilities that are secured with collateral etc.:
Overdraft SpareBank 1 SR-Bank	-200	-10 172
Total	-200	-10 172

Agasti Holding ASA has an overdraft facility with a limit of NOK 30 million. In use of the overdraft, Sparebank 1 SR-Bank has collateral in the shares of the Groups subsidiaries, which Agasti Holding ASA wholly owns as at 31 December 2014. In addition, the Group's subsidiaries have made a declaration of negative pledge. For further information, please refer to note 19 in the Group accounts.

Guarantees

Agasti Holding ASA has pledged unconditional guarantees for individual tenancy agreements entered into by the subsidiaries. The rental guarantees have a remaining duration of between one to five years. The total guarantee obligation for these as at 31 December 2014 is NOK 6.8 million.

Note 14 Restricted bank deposits

All amounts in thousands of NOK	2014	2013
Tax withholdings	1 630	815
Total	1 630	538

Note 15 Financial risk

For information regarding the company's financial risk, please refer to note 17 in the Group accounts.

Oslo, 25 March 2015

Paal Victor Minne Board member

Beatriz Malo de Molina Board member

Ellen M. Hanetho Board member

Erling Meinich-Bache Board member

Trond Vernegg Board member

Kristin Louise Abrahamsen Wilhelmsen Board member

John Høsteland Chairman of the board

Jørgen Pleym Ulvness CEO

Confirmation from the Board

We confirm that the annual accounts for the period 1 January through 31 December 2014 have, to the best of our knowledge, been prepared in accordance with accounting standards, that the information in the accounts provides a fair representation of the company's and the Group's assets, liabilities, financial status and overall earnings, and that the information in the annual report provides a fair overview of the development, result, and status for the company and the Group, together with a description of the main risk and uncertainty factors that the company and the Group face.

Oslo, 25 March 2015

Paal Victor Minne Board member

Beatriz Malo de Molina Board member

Ellen M. Hanetho Board member

Erling Meinich-Bache Board member

Trond Vernegg Board member

Kristin Louise Abrahamsen Wilhelmsen Board member

John Høsteland Chairman of the board

Jørgen Pleym Ulvness CEO

Agasti Holding ASA Postboks 1753 Vika, NO-0122 OSLO www.agasti.no