Arribatec Group ASA — Annual Report 2015

Apr 28, 2016

Through Obligo, we will establish and develop a leading institutional platform for the acquisition, sale and management of Nordic real estate

Contents

About Agasti Holding
This is Agasti	3
Organisation	4
Group Management	5
The Board of Directors	7
The past year
CEO's comments	9
Highlights	11
Main figures	12
Reports
Social responsibility	13
Risk management and internal control	17
Articles of association	19
Shareholder information	20
Corporate Governance	24
Results
Directors' report	31
Agasti Group – IFRS
Comprehensive income	39
Financial position	40
Changes in equity	41
Statement of cash flow	42
Notes to the consolidated accounts	44
Agasti Holding ASA – NGAAP
Income statement	73
Balance sheet statement	74
Cash flow statement	76
Notes to the company accounts	77
Confirmation from the Board	88
Auditor's report	89

We are developing a powerful management organisation concentrating on real estate, private equity, infrastructure and shipping

This is Agasti

Agasti Holding ASA (Agasti) is a publicly listed financial company whose main activity is to manage its 66 per cent ownership in Obligo Holding AS (Obligo) for the benefit of Agasti's shareholders.

The remaining 34 per cent of Obligo is owned by Blackstone Real Estate Funds (Blackstone), an affiliate of Blackstone, the world's largest alternative asset manager. Blackstone became an owner in what used to be Agasti's operational activities through the acquisition of 34 per cent of these activities in the autumn 2015. At the same time Agasti established Obligo Holding AS and transferred all operational activities and employees to this company and its subsidiaries. After this transaction, Agasti is a pure investment company that owns 66 per cent of Obligo, in addition to certain other legal entities.

Obligo has established an institutional investor platform with a primary focus on acquisition, sale and managing of real estate in the Nordic region. At the end of 2015 Obligo was managing NOK 46 billion in assets on behalf of investors. Obligo managed real estate companies with approximately NOK 36 billion in property values, of which approximately NOK 22 billion on behalf of Blackstone. In addition, Obligo manages investment companies within shipping, private equity and infrastructure for a total value of NOK 10 billion.

Agasti's headquarter is in Oslo.

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Organisation

Agasti Holding ASA is a company listed at Oslo Stock Exchange which owns 66 per cent of Obligo Holding AS (Obligo). The remaining 34 per cent is owned by Blackstone Real Estate Funds. Obligo has established an institutional investor platform focusing on acquisition, sale and investment management of Real Estate of the Nordic region.

The group was established in 1990 and the controlling company Agasti Holding ASA has been listed on the Oslo Stock Exchange since 2001. Agasti Holding ASA is headquartered in Oslo.

Group management

Jørgen Pleym Ulvness

Chief Executive Officer – Obligo

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 466,667 options in Agasti Holding ASA.

Christian Dovland Chief Financial Officer – Obligo

Dovland joined the Agasti Group in January 2013. He 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. He has also more than 11 years of experience from Corporate Finance at Swedbank First Securities. Dovland holds a BA, MBA and MA from Heriot-Watt University and Monterey Institute of International Studies.

He owns 1,562,500 shares and 256,667 options in Agasti Holding ASA.

Svein Erik Lilleland Head of Corporate Finance – Obligo

Lilleland joined the Agasti Group in February 2013. He has extensive transaction experience within real estate, energy and offshore. He has lived and worked in the UK and the US for more than 15 years, where he has held various management positions. Lilleland holds a Bachelor of Science in Engineering from the University of Portsmouth and an MBA from London Business School.

He owns 2,332,095 shares and 256,667 options in Agasti Holding ASA.

Tor Arne Olsen Chief Communication Officer – Obligo

Olsen joined the Agasti Group in December 2012 and has previously held positions as head of communications at Swedbank First Securities and Press Officer for the Oslo Stock Exchange. His background primarily stems from finance, but he also has experience of property, pensions and insurance. Olsen holds a Bachelor of Business Administration in Public Relations from The Norwegian School of Management – School of Marketing/BI Norwegian Business School.

He owns no shares or options in Agasti Holding ASA.

The Board of Directors

Tom Ruud

Chairman

Ruud was CEO of the Kistefos Group from 2013 to 2015. Before joining Kistefos Ruud was a member of the Group Executive management of the Umoe Group. Prior to that Ruud was a member of the Group Executive management of Nordea bank AB in Stockholm. Before that Ruud was the Group President and CEO of Kreditkassen and Group President and CEO of Aker Norcem. Ruud has been chairman or board member in a large number of listed and private companies and organizations both in Norway and internationally over the past 30 years. Ruud is a Civil Engineer from the Norwegian University of Science and Technology. He also has attended an executive program at Wharton. Ruud has been member of the board of Agasti Holding ASA since 9 December 2015.

Ruud owns no shares, share options or warrant shares in Agasti Holding ASA.

Erling Meinich-Bache

Deputy chairman

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. Meinich-Bache holds a Master of Science in Financial Management. He has been member of the board of Agasti Holding ASA since 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.

Kathryn Moore Baker

Board member

Baker is senior partner in Pulpit Rock Energy AS in addition to being a professional investor, board member and advisor. She was previously partner in the Nordic private equity firm Reiten & Co, Engagement Manager in McKinsey & Co. Inc, Norway and financial analyst in Morgan Stanley & Co. Inc, New York. Baker holds board positions in the Central Bank of Norway, Akastor ASA and Catena Media plc., among others. She has previously served as board member in a number of companies, including Data Response ASA, BW Gas ASA and SafeRoad AS. Baker holds a Bachelor's degree in economics from Wellesley College and an MBA from The Amos Tuck School of Business Administration at Dartmouth College. She has been member of the board of Agasti Holding ASA since 9 December 2015.

Baker owns no shares, share options or warrant shares in Agasti Holding ASA.

Live Haukvik Aker Board Member

Haukvik Aker is CFO and COO in the Komplett Group. She has extensive experience as manager, and has broad expertise and work experience in management, business development, finance and financial management. Haukvik Aker is chairman of the board in Komplett Bank ASA as well as member of the boards of other companies within the Komplett Group. She has previously served as board member in several companies including Eksportfinans ASA, Borgestad ASA and Revus Energy ASA. Haukvik Aker holds a Master's degree in finance from the University of Fribourg, Switzerland, and a Master of management degree from the Norwegian School of Management in Oslo. She has been member of the board of Agasti Holding ASA since 9 December 2015.

Haukvik Aker owns no shares, share options or warrant shares in Agasti Holding ASA.

Øystein Tenold

Board member

Tenold is founder, owner and CEO of Tenold Gruppen AS, which is Agasti Holding ASA's second largest shareholder. He is chairman of the board in a number of companies within the Tenold Group, which main focus is on investments and real estate. Tenold is educated aircraft engineer from Skandinaviens Flygtekniska Akademi in Sweden. He has been member of the board of Agasti Holding ASA since 9 December 2015.

Tenold and close associates own 44,848,997 shares in Agasti Holding ASA. Neither he or close associates own share options or warrant shares in Agasti Holding ASA.

We have delivered on our stated objectives, targets and strategy

Job done

Exactly one year ago, in last year's annual report, I commented that we were in the home stretch of our extensive restructuring process. Looking back at the strategy we adopted in 2013, I am pleased to see that we have achieved our ambitions and can conclude that 2015 marked the definite end of the process. In other words: job done. A new era has started, with an entirely fresh starting point and opportunities.

The restructuring process has created a new financial group under Obligo Holding AS (Obligo). Obligo is a pure management company with a primary focus on acquisition, sale and management of Nordic real estate based on a tailored institutional investor platform. Agasti Holding ASA (Agasti), now a streamlined financial investment company following the transfer of all operational activities and employees to Obligo in 2015, has a 66 per cent stake in Obligo. The other 34 per cent are owned by Blackstone Real Estate Funds (Blackstone), an affiliate of Blackstone, the world's largest alternative investment manager.

Agasti and Blackstone have a shared ambition to make Obligo a leading player in the Nordic real estate market. It is important to note that Agasti's future value now depends on Obligo's profitability and dividend capacity.

There is no doubt that we have a long and at times extremely challenging road behind us. In the autumn of 2012, Agasti was a derided business that had lost its licences, had frustrated customers and faced sceptical supervisory authorities and a critical press. Our backlog of several thousand complaints represented a total financial risk of over NOK 500 million, and we had to implement a massive restructuring. At the same time, we needed to establish an entirely new business platform based on new expertise, regain lost trust and rebuild our reputation.

Our main focus and highest priority for Obligo going forward is the acquisition, sale and management of Nordic real estate.

To cut a long story short, here is a brief summary of key measures:

• We have concluded winding up the old business, including resolving the majority of complaints and eliminating almost all financial risk associated with these.
• We have established an institutional investor platform with core expertise through the recruitment of management teams from ABG Sundal Collier and First Securities/Swedbank, among others.
• We have reduced the number of employees from almost 300 to around 45.
• We have obtained necessary authorisations for Obligo Investment Management AS to manage alternative investment funds (AIFMD).
• Blackstone Real Estate Funds, an affiliate of Blackstone, one of the world's largest and most respected investment institutions, has invested more than NOK 22 billion in Obligo-managed funds, and NOK 235 million in Obligo's operational business.
• Our customers have been offered exit opportunities in line with our stated objectives, with investment pay-outs totalling around NOK 7.5 billion in 2015 alone.

As recently as March 2015, Agasti's share price was at NOK 0.90. A very important result of the work done in recent years is the payment of a sale dividend of NOK 0.76 per share to Agasti's shareholders in December 2015. In addition, Agasti has proposed

an ordinary dividend of NOK 0.38 per share for 2015. The Agasti share was also a winner on Oslo Stock Exchange in 2015, achieving a price rise of 135 per cent.

Our main focus and highest priority for Obligo going forward is the acquisition, sale and management of Nordic real estate. However, we also see interesting opportunities in the infrastructure segment, and are considering a range of liquidity events and new initiatives. As regards our customers' investments in private equity and shipping, our approach is more opportunistic. The main strategy for these segments is to generate the highest possible value for shareholders within the scope of the mandates issued by the respective boards.

Hard work secures results in the long run. In 2015, we delivered our best financial results since 2008. Moreover, Obligo's highly skilled, persevering staff has rebuilt the company, putting it in a position to exploit opportunities few expected it to have again. We will make the most of these opportunities, and will manage Obligo's assets optimally to ensure continued value creation for customers and shareholders.

Jørgen Pleym Ulvness CEO, Agasti Holding ASA and Obligo Holding AS

Highlights

Completed the restructuring of operations and discontinued all previous operations, including the vast majority of disputes.

Established a pure management oriented platform in Obligo focusing on acquisition, sale and management of Nordic real estate.

Blackstone Real Estate Funds, organized under Blackstone, one of the largest and most reputable investment institutions in the world, has invested more than NOK 22 billion in Obligo managed real estate companies and acquired a 34 per cent share of Obligo's operational activities.

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All operational activities and all employees transferred from Agasti to Obligo, which means that Agasti now is a pure financial investment company with a 66 per cent stake in Obligo.

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Paid total NOK 7.5 billion to shareholders in Obligo managed structures.

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Profit for the period of NOK 518 million in 2015, the best result since 2008. •

Agastis shareholders have received dividends from sale of NOK 0.76 per share, in addition to the board's proposed ordinary dividend for 2015 of NOK 0.38 per share.

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Secured authorisation for Obligo Investment Management AS to manage alternative investment funds (AIFMD).

Assets under Management (BNOK) 46

EBITDA per share (diluted) (NOK) (including discontinued operations)

Profit for the period (MNOK)

Earnings per share (diluted) (NOK)

Paid dividend per share (NOK) 0.76 MAIN FIGURES 0.76

Cash flow (net income + depreciations) per share (NOK) (including discontinued operations) 1.78

The figures for the years 2010–2013 include income from discontinued operations Real Estate

REPORTS

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 Holding ASA 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.

Social responsibility

Agasti Holding ASA 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 summer of 2015 Audrey Management Holdings S.à r.l. entered into an agreement with Agasti Holding ASA to acquire 34 per cent of Agastis operational activities. The transaction was carried out by Agasti Holding ASA in September 2015 transferred its operational subsidiaries to Obligo Holding AS, in which Audrey Management Holdings S.a.r.l. in October 2015 acquired 34 per cent of. Agasti Holding ASA owns the remaining 66 per cent. The transaction involved a shareholders' agreement between Audrey Management Holdings S.à r.l. and Agasti Holding ASA, where the latter ceded control to an extent that the investment is regarded as a joint venture. Following the transaction, neither Agasti Holding ASA nor any of its wholly-owned subsidiaries had any employees. The report in this chapter responds to these

requirements. The report on corporate social responsibility will be subject to discussion at Agasti Holding ASA's Annual General Meeting.

The Agasti Group's business operations depend upon the trust of customers, investors, shareholders and the authorities. Agasti Holding ASA 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 Holding ASA's business operations shall comply with all relevant environmental legislation, and shall continuously strive to make improvements that may reduce or prevent pollution. Agasti Holding ASA shall operate a healthy business characterised by responsibility for employees, society and the environment. Agasti Holding ASA will always comply with local environmental legislation in areas where it carries out its activities, and shall continuously improve its 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 its overall impact on the environment.

Human rights

Agasti Holding ASA recognises international human rights. Agasti Holding ASA does not tolerate any form of offence or discrimination on the basis of gender, race, religion or sexual orientation. All Agasti Group 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 Holding ASA urges employees to report uncovered violations of human rights, and has prepared routines and systems for such reporting.

Working conditions

Working environment

Agasti Holding ASA strives to be a workplace with a good and including working environment.

Contracts and terms of employment

All Agasti Group 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 opportunties 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

The Agasti Group shall have a culture of proper and appropriate conduct. Discrimination, bullying and harassment are not accepted. The Agasti Group 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. The Agasti Group has prepared routines and systems for such reporting.

Health, safety and environment

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

Corporate governance and integrity control

Trading activities

Employees within the Agasti Group 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 Holding ASA'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 Holding ASA is subject to strict requirements regarding information that may affect the share price. The Agasti Group 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 Holding ASA shall be communicated correctly and

precisely, both externally and internally. The Agasti Group's employees are obligated to maintain confidentiality regarding commercial information that has not been made public. Caution shall be exercised when discussing Agasti Holding ASA'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 Holding ASA 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 the Agasti Group'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

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

Corruption

Agasti Holding ASA has zero tolerance for all forms of corruption.

Money laundering and financing of terrorism The Agasti Group'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 2015. 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, the Agasti Group's employees shall not give or receive gifts to or from existing or potential customers or other business associates. 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 Holding ASA 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

All operational activities in the Agasti Group have been transferred to the joint venture Obligo Holding AS and its subsidiaries (Obligo), which Agasti Holding ASA owns 66 per cent. Agasti Holding ASA and its wholly owned subsidiaries has since the fall of 2015 no employees, and have through Service Level Agreements outsourced operation of Agasti Holding ASA and its wholly owned subsidiaries (Acta Kapitalforvaltning AS and Acta Asset Management AS) to Obligo.

The principles below on risk management and internal controls are applicable to the conduct of operational activities in Obligo, and the provision of services from Obligo. Agasti Holding ASA is responsible for the performance of the services is consistent with the principles.

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 ongoing business activities. The overall framework for risk management and internal control is established at board level and then implemented by management and operational staff, through establishing procedures, systems and ongoing risk and control monitoring.

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 internal guidelines
• Quality and efficiency in internal operations
• Reliable internal and external reporting

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 Obligo Group, we strive to create a culture where the aim is to create value and assurance for our clients. To achieve this we use a broad range of instruments and control elements. Obligo expect high ethical values and professionalism from our

employees and we work systematically with training and workshops. Formal routines have been established to ensure quality, accountability and consistency in our work processes, supplemented by effective tools and ICT systems. Management is responsible to make sure that all work processes adapts to regulatory changes and risks. Significant changes in risk conditions are communicated through established management meetings so that appropriate risk management measures can be implemented. The Management and Boards of Directors in the Obligo Group have the overall responsibility for ensuring proper management and control.

The Board of Directors in Agasti Holding ASA have the overall responsibility for ensuring proper management and control of the business in Agasti. 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 and financial audits.

In sum, the culture and the operative controls, in addition to follow-up by management and the Board of Directors in Obligo and Agasti, constitute a first line of defense that ensures effective risk management and internal control of the group's activities.

Independent control functions and audit bodies have also been established

Risk management and compliance functions works as the second line of defense within Obligo. The control functions are independent of the operative organization and report directly to the CEO and the Board of Directors. The control functions work 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 functioning effectively based on confirmation from the responsible manager and continued positive test results from the control functions.

Obligo has in 2015 maintained its focus on risk management and compliance function, including improving the competence so that it is suited the business' nature and scope. In sum Obligos internal control has been strengthened through 2015.

In Obligo, a third line of defense has also been established – internal audit. The internal audit team is independent of the operative organization and the management. The team works directly with the Board of Directors and carries out independent audits of the first and second lines of defense. 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. Obligo has outsourced the internal auditor role to PWC in order to ensure an independent and external third line of defense, as well as flexibility with regard to access to competence and capacity.

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 defense 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 organization 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 defense. 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.

Articles of association for Agasti Holding ASA

Adopted at the annual general meeting of 31 March 2005, last amended at the Board meeting of 14 December 2015.

§ 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 52,993,016.64 divided among 294,405,648 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.

11.05.16 Interim report 1st quarter 2016

20.05.16 Annual

General Meeting 2016

24.08.16

Interim report 1st half and 2nd quarter 2016

09.11.16 Interim report 3rd quarter 2016

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 2015, the number of Agasti shares traded on the Oslo Stock Exchange was 99 million, which gives a velocity of circulation of 0.3. On average in 2015, 0.4 million shares across 28 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 2015, Agasti Holding ASA had a share capital of NOK 53 million, divided into 294,405,648 shares, each with a nominal value of NOK 0.18.

Authorisation to issue shares

Agasti Holding ASA's general meeting has given the company's Board of Directors proxy to issue new shares. The proxy was granted at the extraordinary general meeting on 9 December 2015 and applies for the issuing of up to 9 million shares with a nominal value of NOK 0.18. The proxy may only be used in connection with private placements to executive personnel in Agasti Holding ASA and its wholly or partially owned subsidiaries in connection with fulfillment of obligations under incentive schemes. The mandate is valid until the date of the next ordinary annual general meeting, but no later than 30 June 2016.

During 2015, the board of directors of Agasti Holding ASA issued 169,831 shares under the abovementioned proxy.

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 proxy was granted at the annual general meeting on 10 June 2015 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 mandate is valid until the

date of the next ordinary annual general meeting, but no later than 30 June 2016.

During 2015, the board of directors of Agasti Holding ASA did not make use of this proxy.

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 was part of a long-term incentive scheme for Agasti's managers, which will contribute to creating positive results and attracting new employees as well as retaining existing employees. Following the transaction where Blackstone Real Estate Funds acquired 34 per cent of Agasti Group's operational activities, Agasti Holding ASA or wholly-owned subsidiaries have no employees. All of the employees have been transferred to companies in the Obligo Group, and the stock option program continues. In 2015, a total of 1.2 million options were redeemed by employees in the Agasti Group and in the Obligo Group. At the time of adoption of the annual accounts, a total of 1.18 million stock options are outstanding, of which employees in leading positions hold 980 thousand stock options.

The allocation is in accordance with the authorisation granted by the annual general meeting on 26 June 2013.

Of the options that were allocated in August 2012, and which expired in their entirety in August 2015, 1 million were redeemed. Of the options that were allocated in November 2012, and which expired in their entirety in November 2015, 117 thousand were redeemed. The redemption prices for the outstanding options which were allocated in March 2014 are NOK 2.01. The redemption price for the options shall be reduced by the accumulated dividend paid out during the period after allocation of the options. No dividend was paid for the financial year 2014. In addition to sales dividend of NOK 0.76 per share distributed in December 2015, the Board of Directors of Agasti Holding ASA has proposed to the annual general meeting that a dividend of NOK 0.38 per share is paid for the 2015 financial year. Stock options allocated to selected managers in the group during March 2014 may be redeemed by 1/3 in 2017 within a period of three business days after filing interim results for the fourth quarter of 2016 to the Oslo Stock Exchange. At the end of 2015, the share price was NOK 1.59.

As at 31 December 2015, 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 stock options.

Share price performance

The share price at the end of the year was NOK 1.59, which prices the company at NOK 468 million. In addition, the company distributed in December 2015 a sales dividend to its shareholders of NOK 0.76 per share. In 2015 the highest and lowest market prices have been NOK 2.28 and NOK 0.84 respectively. For comparison, the price at the end of 2014 was NOK 1.00. Including distribution of dividend, this constitutes a rise in the share price of 135 per cent during 2015. Oslo Stock Exchange's Main Index (OSEBX) rose by 6 per cent in the same period, whereas the finance index (OSE40) experienced a rise of 7 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 2015 compared with the main index in the Oslo Stock Exchange. The share price performance includes distribution of dividend of NOK 0.76 per share made in December 2015.

Proprietary trading

Employees who normally have access to, or work with investment services or management of alternative investment funds, are covered by the proprietary trading rules regulated by the Act on the Management of Alternative Investment Funds and the Securities Trading Act. It is crucial that the Agasti and the Obligo Group have a proper relationship with the financial market and the supervisory authorities, and rules for how employees shall behave in relation to the

securities market have been prepared accordingly.

Insider regulations

Agasti Holding ASA has clear rules for the group which regulate employees', 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. Equivalent regulations apply for employees, representatives and related parties in the Obligo Group.

Dividends policy

The company's dividends policy remains unchanged from 2014 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 an ordinary dividend of NOK 0.38 is paid for the 2015 financial year. The proposed dividend comes in addition to the sales dividend of NOK 0.76 per share which were paid in December 2015.

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 66 per cent of the company's shares. As at 31 December 2015, Agasti Holding ASA had 2,703 shareholders, 106 fewer than the previous year. The number of foreign shareholders has reduced from 140 to 126. The number of Norwegian shareholders has reduced from 2,669 to 2,577. An overview of the 20 largest shareholders as at 31 December 2015 is shown in the table on the next page.

Shareholders	Number of shares	Equity stake
Perestroika AS	56,047,228	19.04%
Tenold Gruppen AS	30,848,997	10.48%
Nordnet Bank AB	14,000,000	4.76%
Coil Investment Group AS	13,436,755	4.56%
Best Invest	12,808,707	4.35%
IKM Industri-Invest AS	11,190,000	3.80%
Bjelland Invest AS	10,802,000	3.67%
Mons Holding AS	10,766,620	3.66%
Coldevin Invest AS	6,963,538	2.37%
Basic I AS	3,500,000	1.19%
Athena Invest AS	3,042,904	1.03%
Camaca AS	2,932,927	1.00%
International Oilfield Services AS	2,500,000	0.85%
JAG Holding AS	2,200,000	0.75%
Steinar Lindberg A.S	2,100,000	0.71%
Nordnet Livsforsikring AS	2,031,535	0.69%
Ringern Invest AS	2,000,000	0.68%
Vollstad, Dag Kristian	2,000,000	0.68%
Brattetveit AS	1,833,022	0.62%
Lokenmoen Invest AS	1,822,917	0.62%
Total 20 largest shareholders	192,827,150	65.50%
Total other shareholders	101,578,498	34.50%
Total number of shares	294,405,648	100.00%

Country of residence Number of shares In per cent Shareholders In per cent Norway 289,056,813 98.18 2 577 95.34 Sweden 2,956,448 1.00 65 2.40 Luxembourg 782,083 0.27 1 0.04 Denmark 662,716 0.23 16 0.59 Germany 247,819 0.08 6 0.22 USA 201,744 0.07 8 0.30 Others 498,025 0.17 30 1.11 Total 294,405,648 100.00 2 703 100.00

2016 Financial calendar

The financial calendar is presented at page 20. 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.: +47 924 54 834.

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.

Percentage of foreign shareholders

At the end of 2015 the total percentage of foreign shareholders amounted to 5.3 million shares or 1.8 per cent distributed across 126 shareholders. For comparison, the percentage at the end of 2014 was 11.2 million shares or 3.8 per cent distributed across 140 shareholders, whereas the percentage of foreign shareholders at the end of 2013 was 5.6 per cent. An overview of the distribution by nationality has been provided in the table top right.

Corporate governance

Agasti Holding ASA is subject to the reporting requirements for corporate governance by the Norwegian Accounting Act § 3-3 b, 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 Holding ASA.

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 Holding ASA 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 identification 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 in partially- and wholly owned subsidiaries, and across the group's interest groups. 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

The Agasti Group's activities is managing its ownership interests, make financial and industrial investments and providing administrative services and all other activities that naturally relate to this. 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 2015 the group's equity was NOK 510 million, which comprised 95 per cent of the total capital. The Agasti Group has a business model that requires low capital. 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 2014, 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. The Board of Directors of Agasti Holding ASA has proposed that dividends shall be paid with NOK 0.38 per share for the financial year 2015. This comes in addition to the sales dividend of NOK 0.76 per share paid in December 2015 following Agasti Holding ASA's sale of 34 per cent of its operational activites to Audrey Management Holdings S.à r.l.

Capital increase

Agasti Holding ASA's general meeting has given the company's Board of Directors authorisation to issue new shares. The authorisation was granted at the extraordinary general meeting on 9 December 2015 and applies for the issuing of up to 9 million shares with a nominal value of NOK 0.18. The proxy may only be used in connection with private placements

to executive personnel in Agasti Holding ASA and its wholly or partially owned subsidiaries in connection with fulfillment of obligations under incentive schemes. The authorisation is valid until the date of the next ordinary general meeting, but no later than 30 June 2016. The Board of Directors has in 2015 issued a total of 169,831 shares under the said authorisation.

At the ordinary general meeting it will be proposed that the company's Board of Directors be granted a new equivalent authorisation to issue up to 2 million new shares, valid until the next annual ordinary general meeting, but which will expire no later than 30 June 2017.

Buy-back of 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 10 June 2015 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 general meeting, but no later than 30 June 2016. During 2015, the Board of Directors of Agasti Holding ASA did not make use of this authorisation.

It will be proposed that this authorisation is replaced at the ordinary general meeting by a new equivalent authorisation to buy back up to 10 million shares, valid until the next ordinary general meeting, but with an expiry date no later than 30 June 2017.

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 xin 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.

During 2015 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.

Agasti Holding ASA has entered into a shareholders' agreement with Audrey Management Holdings S.à r.l. which dilutes Agasti Holding ASA's control in the Obligo Group. The agreement states that the two owners must agree in several important decisions related to the operation and management of the company. Any conflicts of interest with minority shareholders are handled continuously by the Board of directors in Agasti Holding ASA and Obligo Holding AS.

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 2016 the general meeting will be held on 20 May. 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 calender is published through stock exchange announcements, on Agasti's website and in the company's annual report. The Board of Directors ensures that agenda documents to the general meeting include all necessary information in order for shareholders to be able to consider all items that will be dealt with. The annual report is published electronically only. 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 2015 the ordinary general meeting was held on 10 June and 47 per cent of the total capital was represented. An extraordinary general meeting was held on 9 December, at which 55 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 the principle of independence and impartiality in the relationship between the committee and those who will be elected is emphasised. 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 2016 and this can be done by contacting Agasti Holding ASA c/o the nomination committee, P.O. Box 1753 Vika, NO-0122 Oslo, 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 2015 neither Agasti Holding ASA nor any of its wholly-owned subsidiaries had any employees. There is no requirement for a corporate assembly.

Board of Directors

The Board of Directors of Agasti Holding ASA consists of five members and currently has the following composition: Tom Ruud (chairman), Erling Meinich-Bache (deputy chairman), Kathryn Moore Baker, Live Haukvik Aker and Øystein Tenold.

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 five board members, four are independent of main shareholders. These are Tom Ruud, Erling Meinich-Bache, Kathryn Moore Baker and Live Haukvik Aker. Øystein Tenold represents one 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 December 2015, no board member of Agasti Holding ASA owns shares or stock options in the company. Øystein Tenold represents Tenold Gruppen AS, which owns 44.8 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 shareholderelected 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 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 audit committee consists of Erling Meinich-Bache (chairman) and Live Haukvik Aker. 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 remuneration committee consists of Tom Ruud (chairman), Kathryn Moore Baker and Øystein Tenold. 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.

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, including comprehensive accounting control. Internal financial reporting is used actively in the commercial follow-up of the organisation.

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 Directors' remuneration is decided upon at the general meeting and is in accordance with the board's responsibilities, expertise and time spent. In 2015, remuneration paid to the board was 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 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.

Former chairman John Høsteland was additionally paid NOK 201,250 for consulting services in connection with Agasti Holding ASA's sale of part of the operational activities to Audrey Management Holdings S.à r.l. The remuneration was discussed and approved by the Board of Directors of Agasti Holding ASA.

From the ordinary general meeting in 2015 until the ordinary general meeting in 2016, the Board of Directors' remuneration is decided to 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 and other management resources are hired from the joint venture Obligo Holding AS, which also determines the remuneration for these. The Board of Directors of Obligo Holding AS also establishes guidelines for remuneration to other employees in senior positions in the Obligo Group, including personnel leased to Agasti Holding ASA, 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 and general meeting.

Agasti Holding ASA 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 legislation on securities trading. 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 company'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 +47 924 54 834. 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 Holding ASA have an independent responsibility to ensure that the shareholders in the company 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. The external auditor 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. The external auditor can meet with the audit committee and the board without the general management being present.

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.

Directors' Report

The Agasti Group

The Agasti Group consists of the parent company Agasti Holding ASA and the wholly-owned subsidiaries Acta Asset Management AS and Acta Kapitalforvaltning AS, including Acta Kapitalforvaltning AS's Swedish branch Acta Kapitalförvaltning. Agasti Holding ASA also owns 66 per cent of Obligo Holding AS, which owns Obligo Investment Management AS, Navexa Securities AB, Obligo Business Services AS and Obligo Accounting Services AS.

Overview of activities and where the group operates

The group was established in 1990 and the controlling company Agasti Holding ASA has been listed on the Oslo Stock Exchange since 2001. The summer of 2015 Audrey Management Holdings S.à r.l., a company established in Luxembourg and managed by Blackstone, entered into an agreement with Agasti Holding ASA to acquire 34 per cent of Agasti's operational activities. The transaction was carried out by Agasti Holding ASA in September 2015 transferred its operational subsidiaries to Obligo Holding AS, in which Audrey Management Holdings S.a.r.l. in October 2015 acquired 34 per cent of. Agasti Holding ASA owns the remaining 66 per cent. The transaction involved a shareholders' agreement between Audrey Management Holdings S.à r.l. and Agasti Holding ASA, where the latter ceded control to an extent that the investment is regarded as a joint venture.

In 2015 Audrey Management Holdings S.à r.l. also entered into an agreement to acquire real estate portfolios managed by the Obligo Group and valued at approximately NOK 22 billion. The transaction was concluded in December 2015. Combined with the acquisition of 34 per cent of Obligo Holding AS, Audrey Management Holdings S.à r.l. became both a part-owner and the most important client and partner in the Obligo Group.

The Obligo Groups main strategy is management of income-producing real estate (excluding retail and logistics assets) in the Nordic region. The Obligo Group also manages several investment companies in shipping, private equity and infrastructure. The group operates in Norway, Sweden, Germany, Luxembourg and the USA.

The Agasti Group does not undertake research and development activities.

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 a proxy to issue new shares. The proxy was granted at the extraordinary general meeting on 9 December 2015 and applies for the issuing of up to 9 million shares with a nominal value of NOK 0.18. The proxy may only be used in connection with private placements to executive personnel in Agasti Holding ASA and its wholly or partially owned subsidiaries in connection with fulfilment of obligations under incentive schemes. The authorisation is valid until the date of the next ordinary general meeting, but no later than 30 June 2016. During 2015, the Board of Directors of Agasti Holding ASA issued 169,831 shares under the said proxy granted by the company's general meeting.

The general meeting of Agasti Holding ASA has authorised the company's Board of Directors to purchase the company's own shares. The proxy was granted at the general meeting on 10 June 2015 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 general meeting, but no later than 30 June 2016. During

2015, the Board of Directors of Agasti Holding ASA has not used the proxy to acquire the company's own shares.

In 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 longterm incentive programme, which shall both help to create positive results and attract new employees, and retain existing key persons. Following the transaction where Audrey Management Holdings S.à r.l. acquired 34 per cent of the operational activities in the Agasti Group, Agasti Holding ASA and its wholly owned subsidiaries are now without employees. All employees have been transferred to companies in the Obligo Group, and stock options continue. In 2015, 1.12 million stock options were redeemed by employees in the Agasti and the Obligo Group. At the time of adoption of the annual accounts, a total of 1.18 million stock options are outstanding, of which employees in leading positions hold 980 thousand stock options. The allocation is in accordance with the authorisation granted by the annual general meeting on 26 June 2013.

Agasti Holding ASA has entered into a shareholders' agreement with Audrey Management Holdings S.à r.l. which dilutes Agasti Holding ASA's control in the Obligo Group. The agreement states that the two owners must agree in several important decisions related to the operation and management of the company. Restrictions on Agasti Holding ASA's possible sale of shares in the joint venture are also regulated by the agreement. Any conflicts of interest with minority shareholders are handled continuously by the boards of directors in Agasti Holding ASA and Obligo Holding AS.

In 2015, 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 2015

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

At the end of 2015 neither Agasti Holding ASA nor any of its wholly-owned subsidiaries had any employees. All of the operational activities, including all of the employees, were in the fall of 2015 transferred to the joint venture Obligo Holding AS and subsidiaries.

The Obligo Group is considered to have a satisfactory working environment. The sickness absenteeism for the financial year totalled approximately 1.9 per cent compared with 2.2 per cent in 2014. The Agasti Group and the Obligo Group have not had any reported injuries, property damage or accidents of any significance in 2015.

The nature of the group's activities is such that they only have a minor direct impact on the external environment. The Board of Directors places emphasis on equal opportunities between the genders and endeavour to facilitate this. The company's Board of Directors consisted of two women and three men at the end of 2015. As Agasti Holding ASA and its wholly owned subsidiaries no longer have operational activities nor any employees, please refer to Obligo Holding AS' and Obligo Investment Management AS' annual accounts and annual reports for 2015 for further information regarding work environment and equality.

Comments on the annual accounts

From the fourth quarter of 2015, the sale of 34 per cent of the operating business to Audrey Management Holdings S.à r.l. is in the Agasti Group accounted for as a sale of the entire business resulting in a NOK 539 million tax free gain. The remaining 66 per cent share is recognized at fair value and accounted for as an investment in a joint venture according to the equity method. The Obligo Group represents according to IFRS "discontinued operations", and includes all operational business previously carried out by Agasti Holding ASA and its wholly-owned subsidiaries. As from the fourth quarter of 2015, the Agasti Group's main source of income is from the Investment in Obligo Holding AS. The Agasti Group's 66 per cent share of net income after tax in the Obligo Group, adjusted for depreciation and amortization of intangible assets associated with its investment in the joint venture, including the tax effect of the depreciation and amortization, is recognised as operating revenues. Historical figures are adjusted by discontinued operations are extracted from each of the revenue and expense items in the income statement.

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 Agasti Group's operating revenues from Obligo Holding AS totalled NOK -19 million in 2015. By comparison operating revenues in 2014 was NOK 135. The reduction in relation to the previous year is mainly due to the windup of Navigea Securities AS'1 activities in the first half of 2014, combined with depreciation and amortization of NOK 76 million in intangible assets associated with the investment in the joint venture Obligo Holding AS made in 2015.

During 2015 operating expenses in the Agasti Group totalled NOK 22, compared with NOK 222 million in 2014. The reduction in relation to the previous year is due to the windup of Navigea Securities AS' activities in the first half of 2014, and significant costs in 2014 associated with settlement agreements and provisions for potential settlements with claimants.

Agasti Holding ASA has no external operations, but had in 2015 operating revenues of NOK 53 million from providing internal services within the group.

Earnings

In 2015, the Agasti Group's operating earnings (EBIT) ended at NOK -41 million, compared with NOK -87 million in 2014. The result after tax was NOK 518 million. The corresponding figure for 2014 was NOK -17 million. The improvement is a due to a tax free gain of NOK 539 million following the sale of 34 per cent of the Agasti Group's operational activities.

The group's tax expense for the year is NOK 41 million, compared with NOK -22 million in 2014. The effective tax rate for 2015 is -116.2 per cent. The corresponding figure for 2014 was 28.6 per cent. Comprehensive income for the Agasti Group in 2015 ended at NOK 517 million, compared with NOK -17 million in 2014.

The parent company, Agasti Holding ASA, had operating earnings of NOK 3 million, compared with NOK -21 million in the previous year. The company had a net income of NOK 232 million compared with NOK -4 million the previous year.

Balance sheet

The Agasti Group's total capital at the end of 2015 was NOK 536 million, compared with NOK 383 million at the end of 2014. The increase is mainly due to net income in 2015, partially counteracted by the distribution of sales dividend and depreciation and amortization of intangible assets associated with the investment in the joint venture Obligo Holding AS. Consolidated equity at the end of the year was NOK 510 million, which represents an equity ratio of 95 per cent. The corresponding figures for 2014 were NOK 215 million and 56 per cent, respectively.

Cash flow and liquidity

In 2015 the Agasti Group had a negative cash flow from operating activities of NOK -95 million. The underlying operations in discontinued operations had a positive contribution of approximately NOK 50 million, while continuing operations had a negative cash flow as a result of net assets were transferred to the joint venture. Cash flow from investing activities was NOK 254 million which mainly is a result of the sale of 34 per cent of the group's operational activities, and this represents the major part of the counterpart to the negative cash flow from continuing operational activities. Cash flow from financing activities was NOK -212 million mainly as a result of distribution of sales dividend of NOK 224 million. Liquidity at the start of the year was satisfactory, and is still good at year-end. Net liquid funds for the group at the end of 2015 totalled NOK 53 million. In addition, the Agasti Group had unused overdraft entitlements totalling NOK 15 million. The group expects a continued satisfactory liquidity situation in 2015.

Segment information

Up until 30 September 2015 the Agasti Group reported on the segments Capital Markets, Investment Management and Other. As from 1 October 2015 historic revenues, expenses and operating income of the Obligo activities have been classified as discontinued, and are therefore not included in the segment reporting below. Continuing operations are now represented by the investment in the joint venture and operating expenses in Agasti Holding ASA and its dormant subsidiaries. From 1 October 2015, the Agasti Group has reported on the segments

¹⁾ The company has been liquidated, and has been deleted in the Register of Business Enterprises 20 April 2016.

Investment in joint venture and Other. This change to the financial reporting follows Agasti Holding ASA's sale of 34 per cent of the operational activities to Audrey Management Holdings S.à r.l.

Investment in joint venture

As from October 2015, management reporting is focused on the investment in the joint venture Obligo Holding AS, which has now become the main segment Investment in joint venture.

The segment includes Agasti Holding ASA's share of net income in the Obligo Group, adjusted for depreciation and amortizations of intangible assets associated with its investment in Obligo Holding AS.

Operating earnings from the investment in Obligo Holding AS totalled NOK -19 million in 2015, and is recorded as an operating item in the accounts.

Other

Other activities include Agasti Holding ASA, its dormant subsidiaries and effects of eliminations.

Operating revenues was NOK 0 in 2015, compared with NOK 135 million in 2014. Operating earnings ended in 2015 at NOK -21 million, compared with NOK -87 million in 2014.

Regulatory and legal matters

The Agasti Group's business in the Wealth Management business area has been closed down. The Agasti Group entered into settlements on almost all claims against its subsidiary Acta Kapitalforvaltning AS and its Swedish branch in 2015. The settlements materially reduced the group's maximum exposure and residual risks related to be in court in 2016 or later. There are less than 15 remaining claims, and maximum exposure is estimated to be approximately NOK 30 million. Even if a settlement is the preferred solution, we cannot rule out the possibility that Acta Kapitalforvaltning AS will seek bankruptcy protection if settlement negotiations necessitate such decision.

Although a large set of complaints and legal proceedings have been concluded, Acta Kapitalforvaltning AS still receives some complaints relating to investments clients made during the period prior to 2009, but these are regarded as statute-barred claims, which are supported by final and enforceable judgment from Stavanger District Court and Asker and Bærum District Court.

The outcome of the claims filed against Acta Kapitalforvaltning AS is uncertain. The remaining provisions in Acta Kapitalforvaltning AS at 31 December 2015 are NOK 12 million, which the Board of Directors considers to be sufficient to cover future payments.

Capital adequacy requirements

Obligo Holding AS and its subsidiary Obligo Investment Management AS are subject to capital adequacy requirements. Following the sale of 34 per cent of Obligo Holding AS and the subsequent shareholders' agreement which resulted in Agasti Holding ASA from the fourth quarter of 2015 no longer consolidates the investment, Agasti Holding ASA is no longer subject to capital adequacy requirements on a consolidated basis, cf. Section 8-12 of the Securities Trading Act. The Agasti Group was at all times within applicable capital adequacy requirements until the third quarter of 2015.

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.

Strategic risk

The Agasti Group's main activity is to manage its ownership in Obligo Holding AS to benefit Agasti Holding ASA's shareholders. The Obligo Group's main activity is the management of investment funds, and its revenues depend on its assets under management (AUM). The Obligo Group's AUM was NOK 46 billion at the end of 2015. On a go forward basis (including in 2016), the group's AUM (in the event new acquisitions are not identified and completed) will decline significantly, both as a result of AUM being transferred to other managers and as a result of dispositions (both in the ordinary course, and as a result of certain underlying funds approaching maturity). A decline in current AUM and/or the demand for services offered by the Obligo Group

represents a material and strategic risk factor also for the Agasti Group. The same is true of a decline in revenues in the form of lower margins (in particular in 2016 as a result of agreements signed between Agasti Holding ASA and Audrey Management Holdings S.à r.l. in 2015). 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 Obligo 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 Agasti Group has analysed these risks and considers the strategic risk factors to be manageable.

Operational risk

The Agasti Group has outsourced all of administrative services, including management functions, to companies in the Obligo Group. Failures in the most central processes represent an operational risk. Transaction errors and errors and failures in computer systems are all examples of operational risk. The Agasti Group has carried out these risk assessments and considers the operational risk factors to be satisfactory.

Financial risk

The Agasti Group has satisfactory liquidity. The Agasti Group has relatively low exposure to financial instruments. The group's liquidity is held in the form of bank deposits. At the end of 2015, the Agasti Group had no interest-bearing liabilities and therefore has no interest rate risk related to borrowed capital.

The financial market risk is mainly limited to future income being affected by changes in market prices of the products and services provided by the Obligo Group, as well as general market fluctuations. The value of Agasti Holding ASA's investment in Obligo Holding AS will depend on the Obligo Group's earnings and dividend capacity.

The currency risk in the Agasti Group is mainly linked to a convertible bond Agasti Holding ASA in 2012 gave to a former business partner in the United States. 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 December 2015, Agasti Holding ASA had issued a parent company guarantee for short-term debt in Acta Kapitalforvaltning AS of NOK 6 million.

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 December 2015 totalled NOK 2 million. Historically, losses on receivables have been low.

Events after balance sheet date

On 29 February 2016 Obligo Holding AS and TRaC Services AS entered into a share purchase agreement regarding the sale and purchase of the shares in Agasti Capital Markets AS. The share transfer was effectuated the same day.

There are no other significant events after the balance sheet date that affect the opinions of the balance sheet and income statement items in the accounts.

Future prospects

The Agasti Group's revenues and earnings will going forward depend on the profitability and dividend capacity in the joint venture Obligo Holding AS. The Obligo Group has an ambition to take a leading position in the Nordic market for investment and management of real estate. Obligo is also considering various options within infrastructure. When it comes to private equity and shipping investments, the Obligo Group's main strategy is to continue to maximise value for the underlying investors and manage until maturity.

Profitability

In 2015, the Agasti Group achieved its best financial results since 2008. 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 will depend on earnings in the joint venture Obligo Holding AS.

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 be paid with NOK 0.38 per share for the financial year 2015. This comes in addition to the sales dividend of NOK 0.76 per share paid in December 2015.

Distribution and transfers – Agasti Holding ASA

The Board of Directors proposes that the net income of NOK 231,846 thousand for 2015 should be distributed as follows:

All amounts in thousands of NOK

Total transfers	231,846
Transferred to other reserves	119,971
Provision for dividends to shareholder	111,874

Oslo, 28 April 2016

Chairman of the Board Board member

Board member

Board member Board member

CEO

STATEMENT OF COMPREHENSIVE INCOME – IFRS FOR THE YEAR ENDED 31 DECEMBER 2015

All amounts in thousands of NOK	Note	2015	2014
From continued operations
Other revenues	2	438	134 817
Operating revenues		438	134 817
Wages and salaries	3	32 467	119 168
Depreciations	6, 7	739	1 340
Other operating expenses	4	-11 410	101 045
Total operating expenses		21 795	221 553
Income after tax from joint venture	2, 9	-19 309	0
Operating income		-40 666	-86 736
Financial income	4	7 205	17 991
Financial expenses	4	1 394	6 600
Net financial items		5 811	11 391
Net income before taxes		-34 855	-75 345
Income taxes	17	40 500	-21 569
NET INCOME		-75 354	-53 776
Net income from continued operations		-75 354	-53 776
Net income after tax from discontinued operations	8, 9	593 150	36 719
Net income in reporting period		517 795	-17 057
Other revenues and expenses
Items to be reclassified to Profit and Loss in subsequent periods
Currency translation differences		-358	-133
Total Other revenues and expenses		-358	-133
COMPREHENSIVE INCOME FOR THE YEAR (no minority interests)		517 437	-17 190
Earnings per share	12	1,76	-0,06
Earnings per share – diluted	12	1,76	na
Earnings per share from continuing operations	12	-0,25	-0,18
Earnings per share – diluted – from continuing operations	12	na	na

STATEMENT OF FINANCIAL POSITION (BALANCE) – IFRS AS AT 31 DECEMBER 2015

All amounts in thousands of NOK	Note	2015	2014
ASSETS
Non-current assets
Goodwill	6	0	43 554
Other intangible assets	6	0	16 092
Deferred tax assets	17	0	53 822
Fixed assets	7	0	5 086
Investment in joint venture	5, 9, 22	437 370	0
Other financial assets	5, 22	22 023	18 583
Total non-current assets		459 393	137 138
Current assets
Other financial assets	5, 15, 22	20 780	44 878
Current receivables	5, 14, 22	2 103	94 667
Bank deposits	5, 22	53 453	106 497
Total current assets		76 337	246 042
TOTAL ASSETS		535 730	383 180
EQUITY AND LIABILITIES
Equity
Share capital	12	52 993	52 962
Share premium reserve		67 744	67 572
Other paid-in equity		18 501	18 213
Total paid-in equity		139 237	138 747
Other equity		370 359	78 437
Total retained earnings		370 359	78 437
Total equity		509 597	215 189
Liabilities
Other long-term liabilities	5, 21, 22	0	18 668
Total other long-term liabilities		0	18 668
Accounts payable	5, 22	565	12 911
Liabilities to credit institutions	5, 19, 21	0	200
Tax payable	17	476	1 197
Taxes and public fees payable		943	15 298
Dividends	16	24 149	119 716
Provisions and other current liabilities		26 133	149 322
Total liabilities		26 133	167 991
TOTAL EQUITY AND LIABILITIES		535 730	383 180

STATEMENT OF CHANGES IN EQUITY – IFRS FOR THE YEAR ENDED 31 DECEMBER 2015

	Share	Share premium	Other paid	Conversion	Losses/ Other	Equity
All amounts in thousands of NOK	capital	reserve	in equity	difference 1)	equity	capital
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
Balance as at 01 January 2015	52 962	67 573	18 213	6 291	70 150	215 189
Net income					517 795	517 795
Currency translation difference				-358		-358
Profit for the year	0	0	0	-358	517 795	517 437
Deposits from and payments to owners
Dividends					-223 520	-223 520
Rights issue	31	172				203
Stock option programme			288			288
Balance as at 31 December 2015	52 993	67 745	18 501	5 933	364 426	509 597

1) The translation difference is attributed to the translation of the assets and liabilities from SEK to NOK of a Swedish subsidiary and 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 2015

All amounts in thousands of NOK Note	2015	2014
OPERATING ACTIVITIES
Net income before tax from continued operations	-34 855	-75 345
Net income before tax from discontinued operations 8	593 150	36 719
Taxes paid in reporting period 17	0	0
Depreciations/Write-downs 6, 7	739	1 340
Stock options charged against income 3	-212	1 995
Other income not effecting cash flow	-542 760	14 277
Change in current receivables	92 564	-3 334
Change in accounts payable	-12 346	-981
Change in other accruals	-191 311	-10 647
Net cash flow from operating activities	-95 030	-14 682
INVESTING ACTIVITIES
Payments for acquisition of fixed assets 7	-5 194	-2 257
Sale of shares in joint venture 6	235 300	0
Proceeds from sale of shares 8	24 200	0
Payments for acquisition of other financial assets	0	-335
Net cash flow from investing activities	254 306	-2 592
FINANCING ACTIVITIES
Change in long-term debt	11 200	-10 000
Payments in share capital	200	745
Dividends 13	-223 520	0
Net cash flow from financing activities	-212 120	-9 255
Net cash flow in reporting period	-52 844	-26 528
Bank deposits, short-term investments, etc. as at 01.01.	106 297	131 157
Effect of exchange rate changes on cash and cash equivalents	0	1 669
Bank deposits, short-term investments, bank overdrafts, etc. as at 31.12.	53 453	106 298
Unused overdraft facilities	15 000	29 800
Bank deposits and investments Overdraft facilities	53 453 0	106 497 -200
Net bank deposits, bank overdrafts, etc. as at 31.12.	53 453	106 297

Contents notes Group

Note 1	Accounting principles	44
Note 2	Segment information	51
Note 3	Salary costs, total employees, remuneration, loans to employees, etc	52
Note 4	Combined items in the income statement	55
Note 5	Financial instruments	56
Note 6	Goodwill and other intangible assets	58
Note 7	Fixed assets	59
Note 8	Discontinued operations	60
Note 9	Investment in joint venture	61
Note 10	Acquisitions	62
Note 11	Shares in subsidiaries and joint venture	62
Note 12	Share capital and shareholder information	63
Note 13	Dividends	64
Note 14	Current receivables	64
Note 15	Financial assets – Marketable securities	65
Note 16	Provisions and other current liabilities	65
Note 17	Income taxes	66
Note 18	Related parties	67
Note 19	Financial risk	67
	Note 20 Capital management	68
Note 21	Assets pledged as collateral and guarantees	68
	Note 22 Determination of fair value	68
Note 23	Events after balance sheet date	71

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 2015.

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 28 April 2016.

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 9. 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, judgements and assumptions that impact the effect of the application of the accounting principles. This will therefore affect the amounts for assets and liabilities, income and expenses recognised in the accounts. 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.

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.

Investment in joint venture – measured at fair value The investment in joint venture is measured at fair value and accounts for 82 per cent of the overall balance and 86 per cent of consolidated equity. The main portions of future operating income and dividend capacity are expected to derive from the Group's share of net income after tax in the joint venture.

Fair value of the investment was observed in the transaction where Agasti Holding ASA sold a 34 per cent to an independent third party, and has since then been assessed and compared to best estimates of future cash flows after tax from the investment. The cash flows are estimated for each of the next five years, plus a residual value base don expected growth rate, and the cash flows are discounted by an estimated after tax cost of capital.

Future cash flows are by nature uncertain, and the Group has made a number of judgements which materially impact the estimated fair value.

The Group's main activity is to manage its ownership in Obligo Holding AS to the best of Agasti Holding ASA's shareholders. The Obligo group's main activity is to manage investment funds and the income from this will depend on the underlying value of these funds. At the balance sheet date, the Obligo group managed approximately NOK 46 billion in assets. Assuming that the Obligo group does not identify new projects to manage, the assets under management will decline materially in 2016 due to asset transfers and sales. A reduction in the assets under management or other Obligo services represent a significant strategic risk to the Agasti group. Similarly holds true for reduce income due to lower asset management fees, especially in the second half of 2016 as a consequence of agreements entered into in 2015 between Agasti Holding ASA and Audrey Management Holdings S.à.r.l.

The most important assumptions for the estimated fair value of the investment are thus related to the size and development of assets under management (AUM); the rate of management fees in per cent of AUM; incentive based fees, if any; future costs, especially related to variable remuneration; required rate of return, and future growth rate.

Judgements and estimates related to AUM AUM changes over time as a result of agreed maturity dates, restructuring of assets, purchases and sales of assets, and the changes in underlying valuations. Estimates are based on known and expected conditions per fund and an expected distribution of sales and purchases over time. The risk is asymmetric in that the downside is capped at zero whereas there is no upside limitation. The Group has assumed a fairly small annual net growth in AUM. A permanent change in annual net growth of 33 per cent would, everything else equal, imply an estimated 19 per cent change in fair value.

Judgements and estimates related to management fees

Management fees are agreed per fund, and may include fixed and variable elements. A material part of the portfolio is subject to renegotiation of fees in the near future, and this increases the uncertainty of future recurring and variable management fees.

A 10 per cent increase (reduction) in fixed fees would result in a five per cent increase (decrease) in estimated fair value.

Judgements and estimates related to required rate of return

The estimated required rate of return is based on a standard model for estimating required rate of return on equity (the CAPM model), and weighted cost of capital (WACC). CAPM is based on risk free rate, the company's Beta, a risk premium in the market and a risk premium specific to the company. WACC is estimated by weighting the required rate of return on equity and the estimated cost of debt on the basis of the company's debt ratio, and adjust this for the expected tax rates.

The Group has to the extent possible used observable input in estimating the cost of capital after tax at 8.9 per cent. A 0.5 per cent increase in the cost of capital would result in a six per cent decrease in estimated fair value, whereas a 0.5 per cent reduction in cost of capital would result in an eight per cent increase in the estimated fair value.

Judgements and estimates related to future costs The Obligo group has already completed a comprehensive restructuring and implemented cost cutting initiatives and it is expected that additional initiatives will be implemented to further reduce costs. The estimated fair value is based on the expectation that the joint venture will be successful in implementing

such initiatives. There is an asymmetric risk related to these assumptions since there is a larger probability of costs ending up at a higher level than below expectations.

A 10 per cent increase (decrease) in operating costs would result in a 17 per cent reduction (increase) in estimated fair value.

Judgements and estimates related to future growth rate

The terminal value represents a material part of the overall cash flows used to estimate the fair value. The terminal value is based on estimated cash flows for the year 2020, and is a function of the required rate of return and the expected growth rate.

The growth rate is based on underlying expectations of long term rates of inflation and a positive view of the property markets in the Nordic region.

A 0.5 per cent increase in the growth rate would lead to a six per cent increase in the estimated fair value, whereas a 0.5 per cent reduction in the growth rate would lead to a five per cent reduction in the

estimated fair value.

Income tax, including deferred tax assets The Group is subject to income taxes within Norway, and to a limited degree in Sweden.

The Group has decided to expense previously recognised deferred tax assets because the restructuring of the Group and the subsequent establishment of a joint venture imply that most of future income will be tax free, while operating expenses will be tax deductible and lead to tax losses. The underlying tax positions which give rise to future tax deductions may be used if the Group have future net taxable income.

Contingencies

The Group has as a result of past activities in Norway and Sweden been party to legal disputes, and some still remain to be solved. Any effects on the accounts are assessed in each individual instance. The Group evaluates, among other things, the likelihood of an unfavourable outcome and the feasibility of reasonably estimating a possible loss. See Note 16 Provisions and other current liabilities.

Summary of balance sheet items related to critical judgements and estimates:

Balance sheet item	2015	2014	Note	Critical judgements and estimates
Investment in joint venture	437 370	0	5, 9, 22	Net present value of relevant cash flows
Other current financial assets	20 780	44 878	5, 22	Net present value of relevant cash flows
Deferred tax assets	0	53 822	17	Net present value of relevant cash flows
Contingencies	11 507	47 000	16	Outcome 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 3-5 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.

If there is an identifiable need for write-down, the asset is valued at the lower of the value entered in the balance sheet and the recoverable value.

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 its fair value measurements by use of a fair value hierarchy which reflects the degree of objectivity in the input used. The hierarchy has three levels;

• Level 1: unadjusted input from active markets for identical assets or liabilities;
• Level 2: directly or indirectly observable quoted prices for assets or liabilities;
• Level 3 input which is not observable in markets.

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

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.

IFRS 16 Rental agreements

IFRS 16 sets principles that both parties in a contract, i.e. the customer ("the tenant") and the supplier ("The landlord") must follow to provide relevant information about rental agreements so that the accounting represents the reality of the transactions. The standard requires the tenant to recognise assets and liabilities on the balance sheet for most rental agreements. The new standard allows tenants either to take a full retrospective or a modified retrospective approach for rental agreements that exist at the time of transition to the new standard. The standard comes into effect from the accounting year 2019. As of the balance sheet date, the Group has no rental agreements and expects that the standard will have no material effect on the consolidated balances and net income.

Note 2 Segment information

Business related segments

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 2015.

Up until the third quarter of 2015, Agasti reported on the Capital Markets, Investment Management and Other segments. Capital Markets, Investment Management and IT services provided by Obligo Business Services which was previously part of the Other segment, have from the fourth quarter been a part of the joint venture and classified as discontinued operations.

Provided that the activities in previously reported segments are now classified as discontinued operations with retroactive effect, there are no reportable revenues or operating expenses in these historic segments. Following the restructuring of the business in the fourth quarter of 2015, there is however a new

segment – investment in joint venture (JV). The group classifies its share of net income after tax and related amortisations of intangible assets net of tax as other operating revenues.

The JV consists primarily of asset management of funds invested in real estate, private equity, shipping and infrastructure. The activities previously related to Capital Markets have recently been sold to third parties.

The Other segment consists of operations in the parent company, its subsidiaries and eliminations.

The activities which previously gave rise to consolidated capital requirements in the Capital Markets segment are classified as discontinued operations and classified as part of the investment in JV. The group is, as of the balance sheet date, therefore no longer subject to consolidated capital requirements.

Financial information about the investment in JV is provided in note 9.

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.

	2015					2014
Segments All amounts in thousands of NOK	Operating revenues	Operating costs	Operating income	Result from continued operations	Operating revenues	Operating costs	Operating income	Result from continued operations
Capital Markets	0	0	0	na	0	0	0	na
Investment Management	0	0	0	na	0	0	0	na
Investment in joint venture	-19 309	-	-19 309	-19 309	0	0	0	na
Other	438	21 795	-21 357	-21 357	134 817	221 553	-86 736	-86 736
Total segments	-18 871	21 795	-40 666	-40 666	134 817	221 553	-86 736	-86 736
Net finance				5 811				11 391
Income before tax				-34 855				-75 345
Tax payable				40 500				-21 569
Income after tax from discontinued operations				593 150				36 719
Income				517 795				-17 057
Tax rate				-116.2%				28.6%

Note 2 Segment information (continued)

Other information

		2015			2014
Segments All amounts in thousands of NOK	Total assets	Total liabilities	Revenue in Norway	Revenue outside Norway	Total assets	Total liabilities	Revenue in Norway	Revenue outside Norway
Capital Markets	-	-	-	-	-	-	-	-
Investment Management	-	-	-	-	-	-	-	-
Investment in joint venture	437 370	-	-19 309	-	-	-	-	-
Other	98 359	26 133	-21 357	-	383 180	167 991	-86 736	-
Total segments	535 730	26 133	-40 666	-	383 180	167 991	-86 736

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

All amounts in thousands of NOK	2015	2014
Salaries	21 470	87 026
Discretionary bonus	2 694	5 023
Pension costs, defined contribution plans	532	3 012
National insurance contributions	4 399	17 346
Board remuneration	2 353	3 102
Other benefits	1 018	3 658
Total	32 467	119 168
Average total full-time equivalent positions	19,6	83,4

Benefits paid to employees in leading positions:

Alle beløp i tusen kroner		Period	Salary 1)	Contribution sion scheme based pen	cretionary Paid dis bonus	discretion ary bonus Accrued	benefits Other
Jørgen Pleym Ulvness	CEO	2015	3 394		3 390		391
	Agasti Holding ASA	2014	3 382	49	2 579	1 450	4
Christian Dovland 2)	CFO	2015	3 160		840
	Agasti Holding ASA	2014	2 245	44	536	-	9
Kjersti Aksnes Gjesdahl 3)	CEO	2015	3 010
	Navigea Securities AS	2014	2 011	49	384	-	19
Christian Tunge 2)	CFO	2015	-				279
	Agasti Holding ASA	2014	3 762		759		2

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

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

3) Left position in April 2015.

Benefits to employees in leading positions

All employees in the Agasti Group were transferred to the Obligo Group in october 2015. The Agasti Group now purchases required services from the Obligo Group at arms-length prices. Remuneration is now determined by governing bodies in the Obligo Group.

Employees in leading positions, now transferred to companies in the Obligo Group, have ordinary bonus agreements with annually fixed limits, and normally to between 40 and 200 per cent of fixed salary,

depending on position. The estimated accrued bonus is expensed on an on-going basis.

In the event where Agasti in 2016 will employ their own senior executives, these can be awarded variable remuneration capped at 150 per cent of the fixed salary, including holiday pay. Allotment of variable remuneration will depend on the

achievement of objectives and results. Allocation of variable remuneration shall not affect pension or any severance pay.

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

Employee in leading position	Company	Position	Period of notice	Pay after termination of employment
Jørgen Pleym Ulvness	Agasti Holding ASA	CEO	6 months	12 months
Christian Dovland 2)	Agasti Holding ASA	Chief Financial Officer	6 months	12 months

Up until the transfer of personnel, the Agasti Group had a defined contribution scheme for all permanent employees in Norway and Sweden. In Norway, the contribution rate for 2015 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 2015, the contribution percentage for the employees in Sweden was five per cent of fixed salary.

In 2014, the Board of Directors of Agasti Holding ASA approved an incentive scheme for selected managers in 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. Following the transaction where Agasti divested a 34 per cent share and transferred its employees to the joint venture, Agasti Group does not have any employees any more, and the incentive program is being continued in the Obligo Group. A total of 1.12 million options were redeemed by Agasti Group employees in 2015. At the time of the adoption of the annual accounts, a total of 1.18 million stock options have been allocated, of which employees in leading positions hold 980 thousand stock options. The allocation is in accordance with the authorisation granted by the annual general meetings on 26 June 2013.

Of the options that were allocated in February 2012, and which fell due in their entirety in August 2015, one million were redeemed. Of the options that were allocated in November 2012, and which fell due in their entirety in November 2015, 117 thousand were redeemed. The redemption prices for the outstanding options is 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 2014. A sales dividend of NOK 0.76 per share was paid in December 2015, and the Board of Directors of Agasti Holding ASA has proposed to the annual general meeting that additional dividends of NOK 0.38 be paid for the financial year 2015. The last 2/3 of stock 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 all three years. At the end of 2015, the share price was NOK 1.59.

A total of 1.12 million options were redeemed by Agasti- and Obligo Group employees in 2015.

As at 31 December 2015, 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. See note 12 for more information

Benefits paid to Agasti Holding Board members:

All amounts in thousands of NOK			Board members' fees 1)
Member of the Board	Position at time of adoption	Period	2015	2014
Erling Meinich-Bache 2)	Board member/Chairman	26.06.13-09.12.15	536	464
Beatriz Malo de Molina	Board member	29.11.13-09.12.15	477	193
Merete Haugli 3)	Board member/Chairman	26.06.13-18.06.14		643
Sissel Knutsen Hegdal	Board member	26.06.13-18.06.14		313
Stein Aukner	Board member	26.06.13-29.11.13		122
Arne Reinemo	Chairman	29.11.13-15.12.13		23
Paal Espen Johnsen	Board member	26.06.13-15.12.13		125
Pia Gideon	Board member	26.06.13-29.11.13		200
Jon Bjørstad	Board member	18.06.14-19.11.14		105
Ellen Hanetho	Board member	18.06.14-09.12.15	402
John Einar Høsteland	Board member	18.06.14-09.12.15	854
Paal Victor Minne	Board member	19.11.14-09.12.15	264
Trond Vernegg	Board member	18.06.14-09.12.15	402
Kristin Wilhelmsen	Board member	18.06.14-09.12.15	477
Tom Ruud	Board member	09.12.15
Kathryn Moore Baker	Board member	09.12.15
Live Haukvik Aker	Board member	09.12.15
Øystein Tenold	Board member	09.12.15

1) Fees included for the period in service. 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.

	2015		2014
Options	Number	VGIK 1)	Number	VGIK 1)
Outstanding at the beginning of the year	7 536 667	1,85	5 147 008	1,53
Awarded during the year	0		5 670 000	2,01
Redeemed during the year 2)	1 116 666	1,36	241 353	1,10
Expired during the year	2 473 334	1,85	2 085 792	1,39
Terminated during the year	1 590 000	1,95	953 197	2,14
Outstanding at the end of the year	2 356 667	1,25	7 536 667	1,85
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 2015 is 0.67 years.

	2015		2014
Maturity date	Number	VGIK 1)	Number	VGIK 1)
13.02.14
15.08.14
07.11.14
14.08.15			1 666 667	1,33
13.02.15			1 890 000	2,01
06.11.15			200 000	1,58
19.02.16	1 178 333	1,25	1 890 000	2,01
17.02.17	1 178 333	1,25	1 890 000	2,01
Sum	2 356 667	1,25	7 536 667	1,85

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

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	Historical	Expected lifetime for the
	dividend yield (%)	volatility (%)	stock option (years)
Mar. 2014	0,00	61,69	2,46

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	2015	2014
Acquisition of stock options	288	1 995
Change in provisions for employer's National Insurance contributions	112	-356
Net stock option income/expenses	400	1 639
Change in liabilities 1)	112	-356

1) Refers only to employer's National Insurance contributions

Note 4 Combined items in the income statement

All amounts in thousands of NOK	2015	2014
Costs relating to premises/IT	19 349	33 345
Fees for auditors, lawyers and consultants	7 273	19 849
Marketing activities	1 596	2 382
Travel activities	1 141	2 809
Group shared services	-50 054	-3 491
Financial Supervisory Authority of Norway	-524	495
Other operating expenses	9 809	45 656
Total other operating expenses	-11 410	101 045

Note 4 Combined items in the income statement (continued)

All amounts in thousands of NOK	2015	2014
Statutory audit	959	77
Other audit-related services	15	0
Assistance with tax return, etc.	124	0
Other services excluding auditing	0	0
Total auditing fee	1 098	77
The fees are given excluding VAT.
Interest, bank deposits	830	778
Other financial income	6 375	17 213
Total financial income	7 205	17 991
Bank interest and fees	2 105	1 735
Other financial expenses	-711	4 865
Total financial expenses	1 394	6 600
Total net finance	5 811	11 391

Other financial expenses 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 2015 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	-	53 453	-	53 453
Non-listed shares	20 780	-	-	20 780
Notes and bonds, held until maturity	-	-	22 023	22 023
Investment in joint venture	437 370	-	-	437 370
Other assets	-	2 103	-	2 103
Total financial assets	458 151	55 556	22 023	535 730
Liabilities to credit institutions	-	-	-
Other liabilities	-	12 642	-	12 642
Total financial liabilities	-	12 642	-	12 642

Note 5 Financial instruments (continued)

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
Short-term portion of sellers credit	-	10 000	-	10 000
Liabilities to credit institutions		200		200
Other liabilities		72 716		72 716
Total financial liabilities	3 739	97 845	-	101 584

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 2015 at NOK 22 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

Agasti has transferred its operating activities to the Obligo Group, which is a joint venture accounted for according to the equity method.

Since previously recognised intangible assets and goodwill were associated with the activities being transferred, these assets have been considered as divested, and the net book value is now zero.

	Goodwill		Intangible assets
All amounts in thousands of NOK	2015	2014	2015	2014
Historic cost per 1 January	70 448	69 054	115 841	114 339
Divestments	70 448	0	115 841	0
Historic cost per 31 December	0	70 448	0	115 841
Accumulated depreciations per 31 December	26 894	26 894	99 749	84 005
Divestments	-26 894	0	-99 749	0
Accumulated depreciations and write-downs per 31 December	0	26 894	0	84 005
Net book value per 31 December	0	43 554	0	16 092
Year's depreciations	0	0	0	11 920
Year's write-downs	0	0	0	3 824
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.

Goodwill and intangible assets are related to discontinued operations, and were therefore part of the assets transferred to the JV. The JV is recognised at fair value and therefore includes elements of the same goodwill and intangible assets as were recognised in prior periods.

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 2015, we used a discount rate of 8.9 per cent based on an adjusted capital asset pricing model, with a normalised riskfree 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 2.5.

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

Intangible assets

Intangible assets consist of investments in IT syste ms. The software is recognised at acquisition cost and external expendisures required to make use of the software, less accumulated depreciation.

Note 7 Fixed assets

	Leasehold improvements		Furniture and equipment
Alle beløp i tusen kroner	2015	2014	2015	2014
Original cost per 1 January	30 164	29 604	169 810	169 512
Additions by separate acquisition	112	560	1 784	298
Exit value	30 276	0	171 594	0
Original cost per 31 December	0	30 164	0	169 810
Accumulated depreciations per 1 January	28 637	33 291	166 251	163 526
Year's depreciations and write downs	195	523	544	2 725
Accumulated write-downs per 31 December	-28 832	-5 177	-166 795	0
Accumulated depreciations and write-downs	0	28 637	0	166 251
per 31 December
Net book value per 31 December	0	1 527	0	3 559
Economic lifetime	4-7 years	4-7 years	3-7 years	3-7 years
Depreciation plan	Linear	Linear	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.

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	2015	2014
Under one year	0	14 859
Between one and five years	0	14 739
Over five years	0	0
Total	0	29 598

Of the total amount of future lease payment, the mail office lease at Bolette Brygge 1 amount 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	2015	2014
Leasing agreements, premises, including common costs	3 868	11 410
Leasing agreements, parking facilities	323	1 433
Leasing agreements, meeting facilities etc.	40	197
Leasing agreements, various machinery and equipment	318	611
Total	4 549	13 650

Note 8 Discontinued operations

From the fourth quarter of 2015, the sale of 34 per cent of the operating business to Audrey Management Holdings S.à r.l. is in Agasti Group accounted for as a sale of the entire business resulting in a NOK 539 million tax free gain. The remaining 66 per cent share is recognized at fair value and accounted for as an investment in a joint venture according to the equity method. The Obligo Group represents according to IFRS "discontinued operations", and includes all operational business previously carried out by Agasti Holding ASA and its wholly-owned subsidiaries. As from the fourth quarter of 2015, the Agasti Group's main source of income is from the Investment in Obligo Holding AS. The Agasti Group's 66 per cent share of net income after tax in the Obligo Group, adjusted for depreciation and amortization of intangible assets associated with its investment in the joint venture, including the tax effect of the depreciation and amortization, is recognised as operating revenues. Historical

figures are adjusted by discontinued operations are extracted from each of the revenue and expense items in the income statement.

Following are specifications of the assets and liabilities held for sale as per 30 September 2015, and the condensed consolidated statement of income for the discontinued operations. The income in the fourth quarter of 2015 represents the gain that has been recognised in Agasti's consolidated financial statements for the period. The income for the period is exclusive of the effects of amortisations and changes in tax positions that Agasti recognises in the period. In the fourth quarter of 2015, Agasti amortised (net of tax) 76 million related to intangible assets that are related to its investment in the joint venture. Gain from the sale of shares is non-taxable, and income from the JV will also be non-taxable. The gain has no cash flow effect. Reference is made to notes 9 and 15.

Consolidated statement of income KNOK	1.1-30.09.15	1.1-31.12.14
Operating revenues	285 960	277 451
Operating expenses	215 393	215 799
Operating income (EBIT)	70 567	61 652
Net financial items	818	-9 265
Net income before other items	71 385	52 387
Tax	17 556	15 668
Net income from discontinued operations	53 829	36 719
Gain from sale of business	539 320	0
Net income for the period	593 150	36 719
Earnings per share (NOK) from discontinued operations	2,00	0,12
Earnings per share diluted (NOK) from discontinued operations	2,00	0,12

Note 9 Investment in joint venture

Reference is made to note 1.2 and 1.3 for background about the restructering of Agasti Group and the uncertainties associated with the use of judgement in estimating the fair value of the investment in the joint venture.

Following is a reconciliation of Agasti's net income in the period from its investment in the joint venture. Agasti recognises its 66 per cent of net income in the Obligo group.

The joint venture was established in October 2015, so Agasti's share of income corresponds to 66 per cent of net income in the fourth quarter.

Agasti has recognised its investment in the joint venture at fair value, and this fair value contains elements of intangible assets which are amortised over the life of the underlying contracts. The net effect in the consolidated accounts is therefore the sum of 66 per cent of net income in Obligo Group, less amortisations of intangible assets and reversal of corresponding deferred taxes.

The second table illustrates this adjustment being made in the consolidated statement of income and how it affects the consolidated balance sheet.

Condensed income statement for joint venture at 100 per cent basis
in NOK thousand	1.10.15-31.12.15
Transaction revenues	154 683
Management fees	65 209
Other revenues	4 935
Operating revenues	224 827
Wages and salaries	63 081
Depreciations	2 752
Impairments	7 249
Other operating expenses	32 020
Total operating expenses	105 102
Financial income	5 617
Financial expenses	5 620
Net financial items	-3
Income before tax	119 722
Income tax	38 196
Net income	81 526

Note 9 Investment in joint venture

Changes in fair value of investment in JV

Opening balance 1.1.2015		0
Additions in the period
* Share of net assets in joint venture	71 983
* Intangible assets	161 632
* Deferred tax on intangible assets	-43 641
* Goodwill	266 706
Net book value contributed to JV		456 680
Changes in book value in the period
* 66% share of net income from JV in the period	53 807
* Amortisation of intangible assets	-100 159
* Change in deferred tax on intangible assets	27 043
Net consolidated income from the JV in the period		-19 309
Closing balance 31.12.2015
* Share of net assets in joint venture	71 983
* Intangible assets *	61 473
* Deferred tax on intangible assets	-16 598
* Goodwill	266 706
* Cumulative share of net income after tax in joint venture	53 807
Fair value of investment in joint venture		437 370

* The intangible assets and the corresponding deferred tax balance are amortised over the expected duration of the underlying asset management contracts. The contracts will expire over the next four years.

The periodic recognition of the share of net income after tax has no cashflow effect. The cashflow effect is associated with the timing of dividend distributions from the joint venture.

Note 10 Acquisitions

The Agasti group made several acquisitions in prior years that are now classified as discontinued operations. See notes 8 and 9 for details of discontinued operations and the investment in a joint venture which now includes discontinued operations.

Note 11 Shares in subsidiaries and joint venture

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

Company	Country	Registered office	Principal operations
Navigea Securities AS	Norway	Oslo	Liquidated 20 April 2016
Acta Asset Management AS	Norway	Stavanger	No activity
Acta Kapitalforvaltning AS	Norway	Stavanger	No activity
Agasti owns in addition 66 per cent of Obligo Holding AS	Norway	Oslo	Management of funds in real state, shipping, private equity and infrastructure

Note 12 Share capital and shareholder information

As per 31 December 2015, share capital in Agasti Holding ASA consisted of 294 405 648 shares with a nominal value of 18 øre. There is only one share class. Share capital, share premium reserve and other paid in equity are collectively paid in capital. Equity over and above share capital can be distributed.

Ownership structure	Number of shares	Ownership stake
The 20 largest shareholders in the company as at 31 December 2015 were:
Perestroika AS	56 047 228	19.04%
Tenold Gruppen AS	30 848 997	10.48%
Nordnet Bank AB	14 000 000	4.76%
Coil Investment Group AS	13 436 755	4.56%
Best Invest	12 808 707	4.35%
IKM Industri-Invest AS	11 190 000	3.80%
Bjelland Invest AS	10 802 000	3.67%
Mons Holding AS	10 766 620	3.66%
Coldevin Invest AS	6 963 538	2.37%
Basic I AS	3 500 000	1.19%
Athena Invest AS	3 042 904	1.03%
Camaca AS	2 932 927	1.00%
International Oilfield Services AS	2 500 000	0.85%
JAG Holding AS	2 200 000	0.75%
Steinar Lindberg AS	2 100 000	0.71%
Nordnet Livsforsikring AS	2 031 535	0.69%
Ringern Invest AS	2 000 000	0.68%
Vollstad, Dag Kristian	2 000 000	0.68%
Brattetveit AS	1 833 022	0.62%
Lokenmoen Invest AS	1 822 917	0.62%
Total 20 largest shareholders	192 827 150	65.50%
Total other shareholders	101 578 498	34.50%
Total number of shares	294 405 648	100.00%

	Number
	294 235 817
	294 405 648
	294 264 122
	294 368 814
2015	1,76
2015	1,76
2015	-0,25
2014	-0,06
2014	na

At the extraordinary general meeting on 9 December 2015, 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 9 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 1.62 million. The authorisation is valid until the date of the next ordinary general meeting, but no later than 30 June

Earnings per share (from continued operations) 2014 -0,18

1. If the nominal value of the shares should change within the period of authorisation, the authorisation shall be changed accordingly.

Shares directly or indirectly owned or controlled by members of the Board and management employees as at 31 December 2015:

Name	Office	Number of shares	Ownership stake
Jørgen Pleym Ulvness 1)	CEO	6 963 538	2.37%
Christian Dovland 2)	CFO	1 562 500	0.53%
Øystein Tenold 3)	Board Member	44 848 997	15.23%

1) Owned by Coldevin Invest AS.

2) Owned by Industriforedling AS.

3) Owned by Tenold Gruppen AS.

Remuneration based on share value – Stock options

Name	Office	Number of stock options 01.01.2015	Awarded during the year	Exercised/ redeemed during the year	Expired/ terminated during the year	Number of stock options 31.12.2015	Cost of stock options
Jørgen Pleym Ulvness	CEO	1 983 333	0	583 333	466 667	933 333	329 551
Christian Dovland	CFO	770 000	0	0	256 667	513 333	147 428

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

Note 13 Dividends

Following the divestment of 34% in the joint venture, Agasti paid a sales dividend of NOK 0.76 per shares in December 2015. The Board of directors has proposed to the General Assembly an additional dividend of NOK 0.38 per share based on the income for the year 2015.

Note 14 Current receivables

All amounts in thousands of NOK	2015	2014
Accrued/non-received revenues	410	17 224
Pre-paid costs	1 523	15 850
Accounts receivable	62	52 645
Miscellaneous current receivables	108	8 947
Total current receivables	2 103	94 667

Note 15 Financial assets – Marketable securities

Book value of financial assets

Shares in various investment portfolios		2015	2014
Total current receivables	Acta Kapitalforvaltning AS	20 780	44 878
Sum finansielle eiendeler		20 780	44 878

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.

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 22 for a more detailed description of the determination of prices.

Note 16 Provisions and other current liabilities

All amounts in thousands of NOK	2015	2014
Accrued expenses, unpaid wages, holiday pay, etc.	4 708	26 015
Provisions for estimated compensation to clients and process costs relating to received customer complaints	11 507	47 000
Provision for liquidation costs	-	7 865
Provision for future office rent	1 513	3 517
Other current liabilities	6 420	35 319
Total provisions and other current liabilities	24 149	119 716

	Accrued expenses,
	including	Customer	Liquidation
Changes in provisions	salary	claims	costs	Office rent	Other	Total
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
Balance as at January 1, 2015	26 015	47 000	7 865	3 517	35 319	119 716
Provisions in the year	4 470	5 935	-	-	6 420	16 825
Reclassification from long-term debt	-	-	-	-	-	-
Reversals of provisions in the year	-25 777	-41 428	-7 865	-2 004	-35 319	-112 393
Balance as at December 31, 2015	4 708	11 507	0	1 513	6 420	24 149

The Agasti group entered into settlements on almost all claims against its subsidiary Acta Kapitalforvaltning and its Swedish branch in 2015. The settlements materially reduced the group's maximum exposure and residual risks related to be in court in 2017 or later. There are less than 15 remaining claims, and maximum exposure is estimated to be approximately NOK 30 million. Provisions amount to NOK 11.5 million.

Acta Kapitalforvaltning AS still receives occational claims related to investments made prior to 2010, but they are all considered to outdated. Even if a settlement is the preferred solution, we cannot rule out the possibility that Acta Kapitalforvaltning AS will seek bankruptcy protection if settlement negotiations necessitate such decision.

Note 17 Income taxes

All amounts in thousands of NOK	2015	2014
Tax payable on the year's taxable earnings	476	1 197
Recognised change in deferred tax	40 024	-22 766
Year's tax expenses	40 500	-21 569
Effective tax rate	-116.2%	28.6%

Specification of assets and liabilities by deferred tax

All figures in thousands of NOK	2015	2014
Outstanding receivables	0	4 496
Operating assets	6 391	-428
Accounting provisions	8 500	12 003
Profit and loss account	0	10
Loss to carry forward	66 650	60 068
Total deferred tax assets	81 541	76 148
Deferred tax assets not included in the balance sheet	81 541	22 326
Net deferred tax assets	0	53 822

The Agasti group's most important source of income is its tax free share of income in the Obligo joint venture. Operating expenses will therfore result in taxable losses which will be carried forward and nettet against future taxable income. The group does not expect any taxable income in the short term, and har therefore expensed deferred tax assets in Norway and Sweden. Losses carried forward have no maturity date, and can be used against future taxable income, if any.

Reconciliation of actual against estimated tax expense

All amounts in thousands of NOK	2015	2014
Net income before taxes	-34 855	-75 345
Calculated tax cost (27%)	-9 411	-20 343
Tax rate outside Norway	0	-756
Permanent differences (25%)	6 739	-470
Change in deferred tax assets from change in tax rate in Norway	43 172	0
Actual tax expenses	40 500	-21 569

Tax payable in balance sheet calculated as follows:

All amounts in thousands of NOK	2015	2014
Tax payable on net income for the year	476	1 197
Total tax payable on balance sheet	476	1 197

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

Note 17 Income taxes (continued)

Reconciliation of net deferred tax/tax assets

All amounts in thousands of NOK	2015	2014
Net deferred tax/tax assets 01 January	53 822	47 314
Booked via income statement	-40 024	7 098
Additions acquisition of companies	-13 798	0
Currency exchange differences	0	-590
Net deferred tax/tax assets 31 December	0	53 822

Note 18 Related parties

Internal trading in the Group and with the joint venture are carried out in accordance with separate agreements and at arm's length. Settlement of common costs is divided between the companies in accordance with keys, depending on the future of the various costs. Management services are purchased from the Obligo Group. See note 3 for details about the transfer of employees.

Obligo Holding AS is a joint venture where Agasti Holding ASA owns 66 per cent and Audrey Management Holdings S.à r.l., managed by Blackstone, owns 34 per cent. Audrey Management Holdings S.à r.l. agreed in 2015 to purchase real estate funds amounting to a total of NOK 22 billion from Obligo managed funds. These transactions were closed in December 2015. Combined with the 34 per cent share of Obligo Holding AS, Audrey Management Holdings S.à r.l. is a major owner as well as the most important customer and business partner of the Obligo group.

The shareholders agreement sets forth that major decisions in Obligo Holding AS shall be made with both parties' consent. Agreements between Obligo and Audrey Management Holdings S.à r.l. are at arms length.

Note 19 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 2015, 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.

All amounts in thousands of NOK	Change in NOK/SEK		Change in NOK/USD
Unit		5%	-5%	5%	-5%
Effect on income before tax	2015	2 166	-2 166	1 237	-1 237
	2014	3 640	-3 640	2 574	-2 574
Effect on share capital	2015	2 166	-2 166	1 237	-1 237
	2014	2 657	-2 657	1 940	-1 940

Note 20 Capital management

The company has no long term interest bearing debt, and has either none or limited short term interest bearing debt from an overdraft facility in Sparebank1 SR-Bank. The company has a strategy to finance its operations mainly by proceeds from operating activities.

Agasti Holding ASA was subject to capital adequacy requirements on a consolidated basis, cf. § 9-21 of the Securities Trading Act up until the restructuring of its business in September 2015 when the operating business, which had licenses from the FSA was transferred to the Obligo joint venture. Agasti Holding ASA has, as part of this restructuring relinquished some of its control, and the joint venture is therefore not consolidated. Agasti is therefore no longer required to meet consolidated capital requirements.

Note 21 Assets pledged as collateral and guarantees

Securities

All amounts in thousands of NOK Booked liabilities that are secured with collateral etc.:	Borrower	2015	2014
- Overdraft Sparebank1, SR-Bank	Agasti Holding ASA	0	200
- Sales credit, ABG	Obligo Investment Management AS	0	28 668
Total		0	28 868

Agasti Holding ASA has an overdraft facility with a limit of NOK 15 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 and the joint venture as listed below. In addition, the Group's subsidiaries have made a declaration of negative pledge. Book value of shared listed in note 6 to the company accounts. The book value of shares in subsidiaries is listed in note 6 to the company accounts.

Guarantee

Agasti Holding ASA has provided a parent company guarantee Acta Asset Management AS 'obligations against a short-term loan of 6 million.

Note 22 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 22 Determination of fair value (continued)

The assets are recognised in the accounts at the last known price, set 15.12.2015, adjusted downwards with a liquidity premium 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 valueadjusted 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:

$$
\frac{NPV(L+RV-K-RK-A'ord-A'sa-SH)+C-AEG}{N}
$$

A

NPV	Present value ("of")
L	Contractual rental income
RV	Residual value (estimated) upon expiration of the leases
K	Running costs
RK	Interest expenses mortgages (including swap costs)
A'ord	Ordinary mortgage instalments
A'sa	Repayment/instalments remaining loan upon sale of vessel
SH	Any accrued performance fee
C	Cash (cash/bank)
AEG	Other assets and liabilities (net)
A	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 22 Determination of fair value (continued)

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

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

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.

	2015		2014
All amounts in thousands of NOK	Value entered in the balance sheet	Fair value	Value entered in the balance sheet	Fair value
Financial assets
Cash	53 453	53 453	106 497	106 497
Joint venture	437 370	437 370	0	0
Other current receivables	2 103	2 103	94 667	94 667
Available for sale investments	20 780	20 780	44 878	44 878
Total financial assets	513 707	513 707	246 042	246 042
Financial liabilities
Overdraft	0	0	200	200
Accounts payable	565	565	12 911	12 911
Other current liabilities	12 642	12 642	72 716	72 716
Other long-term liabilities	0	0	18 668	18 668
Total financial liabilities	13 207	13 207	104 495	104 495

Note 22 Determination of fair value (continued)

Assets and liabilities recognised at fair value	31.12.15	Level 1	Level 2	Level 3
Financial items at fair value with changes in value through profit and loss
Shares in joint venture				437 370
Unlisted shares	20 780			20 780
Total	20 780	0	0	458 151
Assets and liabilities recognised at fair value	31.12.14	Level 1	Level 2	Level 3
Financial items at fair value with changes in value through profit and loss
Unlisted shares	44 878			44 878
Contingent portion of seller's credit	-3 739			-3 739
Total	41 139	0	0	41 139

Note 23 Events after balance sheet date

On 29 February 2016 Obligo Holding AS and TRaC Services AS entered into a share purchase agreement regarding the sale and purchase of the shares in Agasti Capital Markets AS. The share transfer was effectuated the same day.

There are no other significant events after the balance sheet date that affect the opinions of the balance sheet and income statement items in the accounts.

Oslo, 28 April 2016

Chairman of the Board Board member

Board member

Board member Board member

CEO

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

All amounts in thousands of NOK	Note	2015	2014
Operating revenues	2	53 022	38 278
Wages and salaries	3	25 055	28 847
Depreciations	5	311	107
Other operating expenses	4	25 029	29 949
Total operating expenses		50 394	58 903
Operating income		2 627	-20 624
Income on investments in subsidiaries	4	39 462	53 539
Gain from sale of share in joint venture	4	197 301	0
Dividend from joint venture	4	88 440	0
Other financial income	4	7 706	7 487
Impairment of investments in subsidiaries	4,6	91 297	29 959
Other financial expenses	4	10 042	4 299
Net financial items		231 571	26 768
Net income before taxes		234 198	6 144
Income taxes	12	2 353	10 040
Net income		231 846	-3 896

AGASTI HOLDING ASA COMPANY BALANCE AS AT 31 DECEMBER 2015 – NGAAP

All amounts in thousands of NOK Note	2015	2014
ASSETS
Non-current assets
Deferred tax assets 12	0	2 215
Total intangible assets	0	2 215
Leasehold improvements 5	0	240
Machinery, fixtures and equipment 5	0	191
Software 5	0	287
Total fixed assets	0	718
Investments in subsidiaries 6	28 401	199 753
Investment in joint venture 6	73 684	0
Other receivables 9	25 523	60 559
Total financial assets	127 607	260 312
Total non-current assets	127 607	263 245
Current assets
Current receivables 10, 11	130 309	32 517
Total receivables	130 309	32 517
Bank deposits 14	25 475	7 843
Total bank deposits and investments	25 475	7 843
Total current assets	155 784	40 360
Total assets	283 391	303 605

AGASTI HOLDING ASA COMPANY BALANCE AS AT 31 DECEMBER 2015 – NGAAP

All amounts in thousands of NOK Note		2015	2014
EQUITY AND LIABILITIES
Equity
Share capital	7, 8	52 993	52 962
Share premium reserve	8	63 162	67 572
Other paid-in equity	8	0	100 900
Total paid-in equity		116 155	221 434
Other equity	8	0	-1 895
Total retained earnings		0	-1 895
Total equity		116 155	219 540
Liabilities
Accounts payable		550	1 004
Liabilities to credit institutions	13	0	200
Tax payable	12	138	0
Taxes and public fees payable		972	2 523
Dividends payable	8	111 874	0
Provisions and other current liabilities 10, 11		53 702	80 339
Total current liabilities		167 237	84 065
Total liabilities		167 237	84 065
Total equity and liabilities		283 391	303 605

AGASTI HOLDING ASA COMPANY CASH FLOW STATEMENT - NGAAP

All amounts in thousands of NOK	2015	2014
Operating activities
Net income before tax expenses	234 198	6 144
Received group contribution – taken to income	-88 440	-53 539
Depreciations	311	107
Impairment of shares in subsidiaries	91 297	29 959
Gain on sale of shares in joint venture	-197 301	0
Currency gains on financial investments	-3 440	-4 122
Stock option programme	-39	993
Change in accounts payable	-454	477
Change in other receivables	-9 352	33 135
Change in other accruals	-27 882	30 891
Net cash flow from operating activities	-1 101	44 045
Investing activities
Payments for acquisition of fixed assets	-3 060	-459
Proceeds from sales of fixed assets	3 467	0
Payments for investments in subsidiaries	0	-40 242
Convertion of subordinated debt to equity in subsidiary	-28 495	0
Proceeds from sale of shares in joint venture	235 259	0
Net cash flow from investing activities	207 171	-40 702
Financing activities
Proceeds from received Group contribution and dividends	39 462	14 920
Disbursed outstanding Group contribution	0	-7 350
Paid dividends	-223 520	0
Proceeds from issuance of shares	-4 380	746
Net cash flow from financing activities	-211 872	8 316
Net change in bank deposits, short-term investments, bank overdrafts, etc.	17 632	11 659
Bank deposits, short-term investments, bank overdrafts, etc. as at 01.01.	7 843	-4 016
Bank deposits, short-term investments, bank overdrafts, etc. as at 31.12.	25 475	7 643
Unused overdraft facilities	15 000	29 800
Bank deposits and investments	25 475	7 843
Bank overdrafts	0	-200
Net bank deposits and bank overdrafts as at 31.12.	25 475	7 643

Notes to the company accounts

Note 1 Accounting principles

1.1 Basis for preparation of the company accounts The annual accounts for 2015 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

1.6 Share-based payment transactions

income statement when incurred.

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 longterm 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.

1.10 Taxes

Tax expenses consist of tax payable and the change in deferred tax. Deferred tax/tax assets are

Note 1 Accounting principles (continued)

calculated on all differences between accounting and tax values of assets and liabilities. Deferred tax is calculated at 25 % 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	2015	2014
By function
Group administration	29 122	26 672
IT	18 571	6 792
Accounting and finance	5 311	1 632
Human resources	0	455
Marketing and communications	0	2 727
Other	18	0
Total operating revenues	53 022	38 278

Agasti Holding provided shared services for companies within the group from 2014 up to 21.10.2015. All employees within the group were then transferred to Obligo Group, which now performs these shared services. Agasti Group will no longer have the same income, nor the same costs, except purchases from Obligo Group.

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

All amounts in thousands of NOK	2015	2014
Salaries	17 790	18 263
Bonus/profit sharing	2 694	4 757
Pension costs, defined contribution plans	537	341
Estimated benefit options scheme	-39	993
National insurance contributions	3 365	3 286
Other benefits	707	1 207
Total	25 055	28 847
Average total full-time equivalent positions	16,3	10,7

All amounts in thousands of NOK	Period	Salary 1)	Contribution sion scheme based pen	profit sharing Paid bonus/	bonus/profit Accrued sharing	benefits Other
Jørgen Pleym Ulvness CEO	2015	3 394	56	3 390	0	391
	2014	3 382	49	2 579	1 450	4
Christian Dovland 2) CFO	2015	3 160	56	840	0	0
	2014	2 245	44	536	0	9
Christian Tunge 2) CFO	2015	0	0	0	0	279
	2014	3 762	0	759	0	2

Benefits paid to employees in leading positions:

1) Salaries etc. are shown for the period in which employees in leading positions have been employed in Agasti Holding ASA. 2) 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 All employees were transferred to Obligo Group, in October 2015, and Agasti is now purchasing management and support services from Obligo Group. The CEO's remuneration is determined by the Board. Up to October 2015 the remuneration was 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 now transferred to companies in Obligo Group, 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.

In the event where Agasti in 2016 will employ their own senior executives, these can be awarded variable remuneration capped at 150 per cent of the fixed salary, including holiday pay. Allotment of variable remuneration will depend on the achievement of objectives and results. Allocation of variable remuneration shall not affect pension or any severance pay.

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 had a defined contribution scheme for all permanent employees in Norway and Sweden,

which is now being transferred to Obligo Holding. In Norway, the contribution rate for 2015 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, Obligo Group has a pension plan which exceeds the minimum requirement of two per cent of salary over 1G up to 12G.

Subsidiaries within the Obligo Group has taken over all obligations related to the incentive scheme of Agasti. In 2014, 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. 1 million options were redeemed by employees of Agasti Holding ASA in 2015. Agasti Holding ASA at the time of adoption of the annual accounts no employees, and all stock options are being held by employees in Obligo Group, A total of 1.08 million stock options are allocated to employees in Obligo Group, of which 980 000 are allocated to senior positions. The allocation is in accordance with the authorisation granted by the annual general meeting on 26 June 2013.

Options allocated in August 2012, which were due in August 2015, 1 million stock options were redeemed. The redemption prices for the outstanding options are NOK 1,25 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

Styrehonorar 1)

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

was paid for the financial year 2014. In addition to extraordinary dividend payout of 0,76 per share in December 2015, the board of directors in Agasti Holding has proposed in the general meeting an extra dividend payout of 0,38 NOK per share for the accounting year 2015. The 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 2015, the share price was NOK 1.59.

Costs relating to the option scheme for employees in Agasti Holding ASA are recognised in the 2015 financial statements with minus NOK 39 000. National insurance scheme contributions related to the option scheme amounted to NOK 95 000. As at 31 December 2015, 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	Position at time
Member of the Board	of adoption	Period	2015	2014
Erling Meinich-Bache	Chairman of the Board/Board Member	26.06.13-09.12.15	536	464
Beatriz Malo de Molina	Board Member	29.11.13-09.12.15	477	193
Merete Haugli	Chairman of the Board/Board Member	26.06.13-18.06.14		493
Sissel Knutsen Hegdal	Board Member	26.06.13-18.06.14		168
Stein Aukner	Board Member	26.06.13-29.11.13		122
Arne Reinemo	Chairman of the board	29.11.13-15.12.13		23
Paal Espen Johnsen	Board Member	26.06.13-15.12.13		125
Pia Gideon	Board Member	26.06.13-29.11.13		114
Jon Bjørstad	Board Member	18.06.14-19.11.14		105
Ellen Hanetho	Board Member	18.06.14-09.12.15	402
John Einar Høsteland	Chairman of the board	18.06.14-09.12.15	854
Paal Victor Minne	Board Member	19.11.14-12.09.15	264
Trond Vernegg	Board Member	18.06.14-09.12.15	402
Kristin Wilhelmsen	Board Member	18.06.14-09.12.15	477
Tom Ruud	Board Member	09.12.15
Kathryn Moore Baker	Board Member	09.12.15
Live Haukvik Aker	Board Member	09.12.15
Øystein Tenold	Board Member	09.12.15

Benefits paid to Board members:

1) Fees pertaining to the period in office

Note 4 Combined items in the income statement

All amounts in thousands of NOK	2015	2014
Costs relating to premises	1 714	1 734
IT costs	13 661	13 603
Fees for auditors, lawyers and consultants	3 671	8 926
Telephone and postage costs	317	218
Travel activities	902	718
Marketing activities	1 278	1 270
Other operating expenses	3 486	3 480
Total other operating expenses	25 029	29 949
Statutory audit	756	517
Other assurance services	15	0
Tax Services	124	0
Other services excluding auditing	0	100
Total fees to auditor	895	617
The fees are given excluding VAT.
Group interest income	2 911	3 386
Interest, bank deposits	726	122
Income from investments in subsidiaries	39 462	53 539
Dividends from Obligo Holding AS	88 440	0
Other financial income	4 069	3 979
Gain from sale of shares in Obligo Holding AS	197 301	0
Total financial income	332 909	61 026
Group interest costs	2 273	1 897
Bank interest and fees	1 756	1 029
Writedown of investments in subsidiaries	91 297	29 959
Other financial expenses	6 014	1 373
Total financial expenses	101 339	34 258
Net financial items	231 571	26 768

Note 5 Fixed assets

The company purchased all of its subsidiary Navigea Securties AS' fixed assets at book value in August, and sold the total fixed assets at book value to Obligo Holding AS in September, 2015. The book value was considered arm`s length price for these transactions.

	Leasehold improvements		Machinery, fixtures
				and equipment		Software
All amounts in thousands of NOK	2015	2014	2015	2014	2015	2014
Original cost per 1 January	439	288	492	492	297	-
Additions by separate acquisition	397	151	900	-	1 763	297
Divestments	836	-	1 392	-	2 060	-
Original cost per 31 December	0	439	-0	492	0	297
Accumulated depreciations	199	165	301	240	10	-
per 1 January
Year's depreciations	77	34	47	61	187	10
Divestments	276	-	348	-	197	-
Accumulated depreciations	0	199	0	301	-0	10
per 31 December
Book value per 31 December	-	240	-	191	-	287
Economic lifetime	4-5 years		4-5 years		4-5 years
Depreciation plan	Linear		Linear		Linear

Annual rental of non-recorded assets

Agasti Holding ASA has transferred all of its operational lease agreements related to offices, IT and other equipment to the Obligo group of companies as a part of the restructuring of operational activities executed in September 2015.

		Rental costs
All amounts in thousands of NOK	2015	2014
Leasing agreements, premises, including common costs	1 329	1 484
Rental external meeting facilities	40	32
Rental, parking facilities	287	158
Leasing agreements, various machinery and equipment	45	1
Total	1 701	1 675

Note 6 Shares in subsidiaries

All amounts in thousands of NOK Company	Year of acqui sition	Regis tered office	Owner ship	Value entered in the balance sheet	Equity 31.12.15	Net income 2015
Navigea Securities AS (liquidiated)	2010	Oslo	100%	19 000	20 482	-12 228
Acta Asset Management AS	1998	Stavanger	100%	9 400	10 243	-3 076
Acta Kapitalforvaltning AS	1998	Stavanger	100%	1	3 998	-35 225
Shares in sister company and in joint venture	2015	Oslo		28 401	34 723	-50 529
Obligo Holding AS	2015	Oslo	66%	73 684	90 094	16 486
Total				102 085	124 817	-34 043

The shares in Navigea Securities AS, Acta Asset Management AS and Acta Kapitalforvaltning AS have been written down by NOK 21.0 million, NOK 6.6 million and NOK 37,5 million respectively as of year-end 2015. Reference is made to note 11 to the Consolidated accounts for more information.

Note 6 Shares in subsidiaries (continued)

All shares owned by the company in the subsidiaries Obligo Investment Management AS, Agasti Capital Markets AS, Obligo Services AS, Obligo Accounting Services AS og Navexa Securities AB were transferred as a contribution to Obligo Holding in September 2015. Obligo Holding at the time being a newly established, 100 per cent owned subsidiary. Agasti Holding sold 34 per cent of its shares in Obligo Holding to a company affiliated with Blackstone in October 2015, and now owns 66 per cent of the company.

Note 7 Share capital and shareholder information

Share capital in the company per 31 December 2015 consisted of 294 405 648 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

All amounts in thousands of NOK	Share capital	Share premium reserve	Other paid in capital	Other	Total
Equity 1 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 1)				-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
Equity 1 January 2015	52 962	67 572	100 900	-1 895	219 540
Change in equity for the year
Net income				231 846	231 846
Dividends paid in the year			-80 839	-142 681	-223 520
Dividends payable		-4 582	-19 552	-87 741	-111 874
Rights issue	31	172			203
Stock option programme			-509	471	-39
Equity 31 December 2015	52 993	63 162	0	0	116 155

1) The merger of the subsidiary Acta Capital Markets AS executed with effect from 1. January 2014

The general meeting has granted the Board of Agasti Holding ASA the authorisation to issue new shares. The authorisation was granted in an extraordinary general meeing on 9th December 2015 and applies for the issuance of up to 9 million shares with a nominal value of NOK 0.18. The authorisation may only be used to meet obligations to senior management with rights under the share options incentive program. The authorisation is valid until the date of the next ordinary general meeting, but no later than 30 June 2016. 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	2015	2014
Acta Asset Management AS	31.12.07	31.12.17	3 500	17 000
Acta Kapitalforvaltning AS	31.12.07	*	0	24 976
Wunderlich Investment Company, Inc	05.09.12	31.07.17	22 023	18 583
Total			25 523	60 559

* Subordinated loan to Acta Kapitalforvaltning was converted to equity in December 2015.

Long-term receivables consist of subordinated loans to the subsidiary company Acta Asset Management AS. 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	2015	2014
Acta Kapitalforvaltning AS	27 032	1 174
Agasti Business Services AS	0	28
Navigea Securities AS (liquidiated)	883	0
Acta Asset Management AS	738	0
Acta Kapitalforvaltning AB	1 782	0
Navexa Securities AB	164	6 390
Obligo Investment Management AS	10 462	8 751
Group contribution from Obligo Real Estate AS	0	7 028
Group contribution from Agasti Wunderlich Capital Markets AS	0	7 367
Group contribution from Agasti Business Services AS	17	17
Total Intercompany receivables	41 077	30 755
Obligo Business Services AS	1 722	3 044
Acta Kapitalforvaltning AS	1 763	290
Acta Asset Management AS	13 301	10 673
Obligo Investment Management AS	0	6 842
Obligo Real Estate AS	0	8 695
Navigea Securities AS (liquidiated)	15 897	27 166
Obligo BX Holding AS	482	0
Agasti Wunderlich Capital Markets AS	11 527	12 324
Total intercompany liabilities	44 691	69 034

Note 11 Current receivables and other current liabilities

All amounts in thousands of NOK	2015	2014
Outstanding accounts with Group companies	41 077	30 755
Dividend from joint venture	88 440	10
Pre-paid costs	28	256
Accounts receivables	764	1 506
Total current receivables	130 309	32 517
Outstanding accounts with Group companies	44 691	69 034
Accrued expenses, unpaid wages, holiday pay, etc.	2 590	6 390
Other current liabilities	6 420	4 915
Total other current liabilities	53 702	80 339

Note 12 Income taxes

All amounts in thousands of NOK	2015	2014
Tax payable on the year's taxable earnings	138	0
Change deferred tax	-129	-387
Tax effect of received Group contributions	2 344	0
Tax effect of provided Group contributions	0	10 427
Year's tax expenses	2 353	10 040
Net income before tax expenses in relation to year's tax base
Net income before tax expenses	234 198	6 144
Temporary differences
Change temporary differences	283	1 434
Permanent differences:
Write-downs of shares in subsidiaries	91 297	29 959
Non-taxable gain from sale of shares	-197 301	0
Non-taxable dividend income from subsidiaries	-39 462	0
Non-taxable dividend from joint venture	-88 440	0
Estimated benefit options	40	993
Other non-deductible items (net)	-105	89
Provided Group contribution, taxable	0	-38 619
Tax base for the year	509	0
Specification of tax effect of temporary differences
Non-current assets	-207	295
Accounting provisions	-8 500	-8 500
Net temporary differences	-8 293	-8 205
Impairment of deferred taxes assets	2 073	0
Net deferred tax (+)/deferred tax assets (-) on balance sheet	0	-2 215

Note 12 Income taxes (continued)

All amounts in thousands of NOK	2015	2014
Tax payable in balance sheet calculated as follows
Tax payable on net income for the year	138	0
Paid too much/too little tax previous year	0	0
Total tax payable on balance sheet	138	0
Reconciliation of actual against estimated tax expense
Net income before tax expenses	234 198	6 144
Calculated tax cost (27%)	63 233	1 659
Specification of other tax effects
Permanent differences (27%) 2)	-28 639	1 032
Write down of deferred taxes to zero 3)	2 344	-
Change tax rate	-52	-
Group contribution without tax effect (27%)	-34 534	7 350
Year's tax expenses	2 353	10 040
Effective tax rate 1)	1.0%	163.4%

1) Tax expenses in per cent of 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, and non taxable income for example income from subsidiaries, income from associated companies and gain from sale of shares. 3) The company has no operating revenues, and only non-taxable income from investments in subsidiaries and joint

ventures. Therefore it is not expected any taxable income which can benefit from deferred taxes. Deferred taxes are valued at zero

Note 13 Assets pledged as collateral and guarantees

Securities All amounts in thousands of NOK	2015	2014
Booked liabilities that are secured with collateral etc.:
Overdraft Sparebank 1 SR-Bank	0	-200
Total	0	-200

Agasti Holding ASA has an overdraft facility with a limit of NOK 15 million. In use of the overdraft, Sparebank 1 SR-Bank has collateral in the shares of the Groups subsidiaries and shares in the joint venture. 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 provided a parent company guarantee Acta Asset Management AS 'obligations against a short-term loan of 6 million

Note 14 Restricted bank deposits

All amounts in thousands of NOK	2015	2014
Tax withholdings	795	1 630
Total	795	1 630

Note 15 Financial risk

For information regarding the company's financial risk, please refer to note 19 in the Group accounts.

Chairman of the Board Board member

Board member

Oslo, 28 April 2016

Board member

Board member CEO

Confirmation from the Board

We confirm that the annual accounts for the period 1 January through 31 December 2015 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, 28 April 2016

Chairman of the Board Board member

Board member

Board member Board member CEO

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