BERGEN GROUP

ANNUAL REPORT 2009

2 CONTENT

BERGEN GROUP CONTENT

4 KEY FIGURES & LIST OF SHAREHOLDERS
6 TOWARDS AN INDUSTRIAL CLUSTER
8 HIGHLIGHTS OF 2009
10 LETTER FROM CEO
12 QUALITY THROUGH SERVICE AND INNOVATION
14 CORE BUSINESS AREAS
16 SHIPBUILDING
18 MARITIME SERVICE
20 OFFSHORE
22 TECHNOLOGY
24 FUGRO SYNERGY - A NEW GENERATION DRILLSHIP
26 QHSE
28 CORPORATE GOVERNANCE
32 BOARD OF DIRECTORS
33 BOARD OF DIRECTORS REPORT
40 FINANCIAL STATEMENTS GROUP
46 NOTES GROUP
76 FINANCIAL STATEMENTS PARENT COMPANY
80 NOTES PARENT COMPANY
85 AUDITORS REPORT
86 CORPORATE MANAGEMENT

THE CONTENT IN THIS ANNUAL REPORT WAS CLOSED FOR EDITING 20TH OF APRIL 2010. FOR UPDATES ABOUT OUR COMPANY, PLEASE VISIT OUR WEBSIDE: WWW.BERGENGROUP.NO

EDITOR BERGEN GROUP | DESIGN ARTSARDEN | PHOTO BERGEN GROUP / MORTEN WAWYK / MARITIME COLOURS | PRINT GRAFISK FORMIDLING

BERGEN GROUP ANNUAL REPORT 2009

KEY FIGURES

2009

2008

LIST OF SHAREHOLDERS

NO. OF SHARES

HOLDING

		(AMOUNT IN TNDK)
Order backlog	4 227 374	6 810 842
Revenue	5 108 260	3 741 878
EBITDA	415 831	191 043
EBITDA magin	8,1 %	5,1 %
Profit before tax	158 434	18 495
Net profit	77 835	19 014
Total Capital	4 437 723	3 913 420
Return on total capital	3,3 %	2,3 %
Total equity	1 505 053	1 416 030
Return on equity	5,2 %	1,3 %
Equity/total capital	33,9 %	36,2 %
Net working capital	-241 846	-214 882
Net interest bearing debt	-549 063	-690 000
Interest coverage ratio	2,53	1,16
Current ratio	0,90	0,88

1) Net income plus after tax interest expense / Total capital
2) Net income / Total equity
3) EBIT / Interest expense
4) Current assets / Current liabilities
5) Including bond loan

THE 20 LARGEST SHAREHOLDERS IN BERGEN GROUP ASA 31.12.2009

	NO OF SHARES	HOLDING
STANGELAND INVESTMENTS AS	20 379 014	42,39 %
EIKESTØ AS	2 507 348	5,22 %
FURENESET INVEST A/S	2 020 686	4,20 %
ODIN OFFSHORE	1 551 000	3,23 %
ROS HOLDING AS	1 436 841	2,99 %
MAY INVEST A/S	989 981	2,06 %
DET NORDENFIELDSKE DAMPSKIPSSEL SKA	989 010	2,06 %
RBC DEXIA INVESTOR SERVICES TRUST	887 000	1,85 %
SØR-VARANGER INVEST AS	846 774	1,76 %
SKANDINAVISKA ENSKILDA BANKEN	796 000	1,66 %
KANABUS AS	710 962	1,48 %
CITIBANK N.A. (LONDON BRANCH)	667 696	1,39 %
CITIBANK N.A. NEW YORK BRANCH	649 043	1,35 %
DNB NOR NAVIGATOR	626 561	1,30 %
BERGER BRUKTOMSSETNING AS	600 000	1,25 %
KLP LK AKSJER	570 200	1,19 %
OCEAN PARTNERS AS	494 505	1,03 %
BERNHO: BREKKE AS	494 505	1,03 %
FOSEN OFFSHORE AS	494 505	1,03 %
G.H.EIENDOM AS	494 505	1,03 %
Total shares owned by 20 largest shareholders	38 206 136	79,47 %
Other shareholders	9 868 160	20,53 %
Total shares 31.12.2009	48 074 296	100,00 %

KEY FIGURES SHIPBUILDING Q1-Q4 2009

BERGEN GROUP MARITIME SERVICE Q1-Q4 2009

BERGEN GROUP OFFSHORE Q1-Q4 2009

BERGEN GROUP TECHNOLOGY Q1-Q4 2009

BERGEN GROUP ANNUAL REPORT 2009

TOWARDS AN INDUSTRIAL CLUSTER

BERGEN GROUP TOWARDS AN INDUSTRIAL CLUSTER

TOWARDS AN INDUSTRIAL CLUSTER

1855-2009:

1855: Bergen Mekaniske Verksted (BMV) is established in Bergen and operates mainly within the shipbuilding industry.

1896: Rosenberg Mekaniske Verksted starts its activity in Sandviken (Bjergsted area), Stavanger, with 13 employees. Workshop commissions include ship repairs, a foundry, and equipment for local industry, as well as some shipbuilding activity.

1918: Frengen Slip & Motorverksted is established. Fosen Mek. Verksteder operates under this name until 1972.

1915: Rosenberg Mekaniske, an offshore construction yard is established at Buøy, where the company is situated today. In 1920, all activity was transferred to Buøy and the shipyard was considered to be the most modern and advanced in Norway.

1920-1930: The shipbuilding activity diminishes and much of the activity at the shipyards along the coast is aimed at maintenance work on the existing fleet.

1940-70: Golden age of shipbuilding and high levels of activity at the shipyards.

1971: Skarveland AS is established at Sandvoll. The company initially focuses on heating and ventilation for the private market, but quickly evolves to also include industrial plumbing and mechanical work.

1979: Kværner Rosenberg starts its current commitment to the offshore industry with the building of Statfjord B.

1980-ties: The shipbuilding market is cooling off.

1987: Kimek AS is established in Kirkenes mainly to provide services to the Russian fleet in the Barents Sea.

1987: Dreggen AS is founded, with the main focus on engineering services aimed at the offshore, marine and aluminium industry in Norway and internationally.

2002: DOF Industrier takes over BMV and Hanøytangen, as well as the bankrupt estate of the Mjellem & Karlsen shipyard. Bergen Yards Holding is established as a result of this.

2003: Bergen Yards becomes the main owner of Kimek in Kirkenes.

2007: Bergen Yards Holding acquires 19 offshore and maritime-related companies, including the Rosenberg shipyard. The acquisitions complement the shipbuilding activity and are mainly aimed at offshore and technology.

2007: The Bergen Yards Holding share is introduced to the OTC list.

2007: Bergen Yards Holding AS changes name to Bergen Group AS based on a stronger establishment within the offshore industry.

2007: Bergen Group is structured into four divisions, Shipbuilding, Maritime Service, Offshore and Technology. Key contracts are awarded to the group within all four business areas.

2008: Bergen Group is listed on Oslo Stock Exchange.

2008: Acquisition of Fosen Holding AS.

2009: Record high activity, total revenue of MNOK 5 108 and EBITDA of MNOK 416.

BERGEN GROUP ANNUAL REPORT 2009

HIGHLIGHTS 2009

BERGEN GROUP HIGHLIGHTS 2009

BERGEN GROUP ASA

Bergen Group had an All Time High revenue and EBITDA in 2009. The record numbers reflects mainly an organic growth based on increased activity within most of the business-areas. The activity level and the results confirm Bergen Group's position in Norway as a leading maritime industrial group with main focus on the offshore industry and specialized vessels.

Bergen Group's strategy for further growth and improvement includes an increased focus on the international marked within the group's core business-areas. In September 2009, the group announced an opening for diversified ownership within in the different business areas as a part of the strategy to further strengthen the Group's position. Diversified ownership will also contribute to Bergen Group's ambitions of being an active part in future structural changes within the industry. The matter of diversified ownership is in process as of April 2010.

SHIPBUILDING

4.2009 Bergen Group ShipDesign is established in order to integrate ship owners more closely in projects for specialised vessels - as well as strengthening the development of new, forward-looking designs for vessels of this type.

6.2009 Bergen Group Fosen delivered Deep Cygnus to Volstad Maritime. Deep Cygnus is an advanced and flexible multi-role subsea support vessel.

7.2009 Bergen Group Fosen delivered BN 80, BOA Galeta, an advanced EM survey vessel, to BOA Offshore. The vessel is the world's second purpose built EM survey vessel and the vessel is chartered by EMGS on a long-term contract.

9.2009 Bergen Group Halsnøy delivered BN 123, Fugry Synergy, to Fugro Well Services Ltd, Fugro Synergy represents a new generation light drilling vessel with high flexibility and an ability to operate under extreme conditions and in areas with water depth up to 3.000 meters.

11.2009 Bergen Group signed a letter of intent with Øresundvarvet AB regarding divestment of the Swedish hull shipyard Landskronavarvet AB north of Malmö.

MARITIME SERVICE

3.2009 Bergen Group Laksevdg and Bergen Group Skjøndal signed a new maintenance contract with The Norwegian Navy. The contract includes maintenance of MTU diesel engines.

9.2009 Strengthen of the Maritime Service division by structural reorganization between the divisions. Bergen Group Halsnøy was transferred from the Shipbuilding into the Maritime service division.

12.2009 Bergen Group SUD is moved from the Technology division to the Maritime Service division. Bergen Group SUD delivers technical services in structures, plating and piping, and support both the offshore and maritime industry.

OFFSHORE

ALL YEAR Bergen Group Rosenberg carry out EPCI assignments for Statoil in connection with the Sleipner A 10 bar Inlet Pressure System and reinforcement work on the Ekofisk field. It has also performed major contract work in connection with Snorre Rødevelopment, West Epsilon and Statfjord Late Life.

8.2009 The Transocean-rig Polar Pioneer arrived at Bergen Group Hanøytangen for an extensive rig modification and maintenance assignment. This was one of the most comprehensive rig-modification carried out in the world during 2009.

8.2009 Transocean Arctic comes to Bergen Group Hanøytangen for service and modification. This is the third Transocean-platform arriving Hanøytangen within a 12-month period. 8.2009

10.2009 Bergen Group Rosenberg and Troll WindPower sign a cooperation agreement that strengthen the companies' contribution in the competition to deliver (equipment and services) to the growing market for offshore wind-farms.

10.2009 Songa Offshore carry out improvement and maintenance projects on the semi-submersible rig Songa Trym at Bergen Group Hanøytangen. This is the third rig-operation carried out at Hanøytangen in 2009.

11.2009 Bergen Group Rosenberg signed a frame agreement with ConscoPhilips Norway on future modification contracts on their installations in the North Sea (the Greater Ekofisk Area). The scope of the agreement is until the end of 2010, with optional extensions for 2+2 years.

TECHNOLOGY

6.2009 Bergen Group Skarveland was awarded two new contracts on delivery of pipe installations. The contracts involved pipe outfitting of one vessel for Eidsvik Skipsbyggeri and one for Hollesøy Verft.

6.2009 Bergen Group Skarveland entered into a new contract with Fjellstrand regarding production and installation for a complete pipe system at an offshore vessel.

7.2009 During the month Bergen Group Dreggen received several contracts regarding ship and offshore cranes to customers in different parts of the world.

9.2009 Bergen Group Dreggen was awarded a new contract from IHC Dredgers B.V. for delivery of two large cranes for a dredging vessel.

10.2009 A new contract of five offshore pedestal cranes was awarded Bergen Group Dreggen from the Iran Marine Industrial Company (SADRA).

10.2009 Bergen Group Skarveland was awarded a new contract from Hollesøy Verft for complete pipe installation on a offshore vessel for a Norwegian shipping company.

BERGEN GROUP ANNUAL REPORT 2009

10 LETTER FROM THE CEO

BERGEN GROUP - LETTER FROM THE CEO

In 2009, Bergen Group and our 1.900 employees delivered results we all can be proud of. We achieved both record turnover and record earnings. We proved that Bergen Group is now well established as a strong and leading industry player in its business areas, and we have implemented organisational changes and structural measures that will make us even more competitive in future.

An extensive strategy process was carried out in 2009. Through this process, we raised awareness of our values and our goals. We highlighted future challenges and we managed to register many new and exciting opportunities. Our guide to success in the years ahead is expressed in our vision: 'Quality through Service and Innovation'.

The vision is based on the fact that our business is built up by a number of companies with long-standing traditions, extensive know-how and wide-ranging experience from the offshore and maritime industry. As a group, this gives us a unique platform for further growth and development based on quality, service and innovation. Last year, among other newbuilds, we delivered 'Fugro Synergy' – part of a new generation of high-tech drillships that expand the limits on cost-effective and flexible use under demanding conditions. The ship, which was voted 'Support Vessel of the Year', is a manifestation of Bergen Group's ambitions to always offer the market innovative solutions based on sound knowledge.

Bergen Group's international position in the building of high-tech, advanced vessels will be strengthened. We formed a separate company in 2009, Bergen Group ShipDesign AS, which will carry on and further develop the group's many years of experience within ship design. Establishing of Bergen Group Ship-Design is one of several measures aimed at strengthening our position in a market that is increasingly demanding specially-adapted solutions based on the latest available new technology and new knowledge. This knowledge also marks our focus on the RoPax segment. The contract for the building of two hypermodern cruise ferries for Fjord Line is a confirmation of our international competitiveness in this market.

In 2009, Bergen Group Offshore carried out projects and adjustments that results in a division that is well equipped for further growth. The decision to create more than 400 new office spaces for Bergen Group Rosenberg by the end of 2011 is an example of this. Bergen Group Hanøytangen proved its international competitiveness in 2009 by completing one of Europe's biggest and most extensive rig modification assignments. Bergen Group look at the offshore market as an important growth market in the years to come.

Bergen Group's management devoted 2009 to implementing several structural changes aimed to strengthening the group's

focus on its core business. Among other things, this resulted in a new organisational entity called Business Development (from 2010). Business Development consists of companies that will not be part of the future development of our four divisions: Shipbuilding, Maritime Service, Offshore and Technology. During 2009 Bergen Group have closed the group's hull yard in Sweden, and in addition completed the first phase of extensive development of the industrial site at Hanøytangen.

An important key phrase in relation to Bergen Group's ambitions for continued growth and development is innovative use of knowledge – a factor that will be more and more crucial to our future competitiveness. Our vision highlights our focus on knowledge-based innovation – which will be an important priority area in the future. Bergen Group Engineering, that was established in 2008, will be further developed and readied for further growth. We aim to improve the visibility of our experienced and well-qualified employees in our four business areas in a market that is increasingly demanding a combination of documented experience and innovation. Our future growth in capacity will primarily be in relation to the expertise at our disposal.

Bergen Group's international growth strategy has opened for a diversified ownership structure in our divisions. This has resulted in exciting processes that there is reason to believe will produce concrete results already in 2010. The processes have confirmed that our business idea and our results have also been noted in the international market. Bergen Group's increasing international focus also resulted in our subsidiary Bergen Group Dreggen opening an office in Brazil in spring 2010.

Bergen Group is prepared for a situation in which structural changes take place in several of the segments we operate in. This applies to both suppliers and customers. Bergen Group's clear goal is to be part of the coming changes – in a way that helps to strengthen our position and achieve our ambitions for continued growth and development.

In 2009, we laid a good foundation for further growth in what promises to be a challenging and exciting future.

Pål Engebratsen
CEO

BERGEN GROUP ANNUAL REPORT 2009

QUALITY THROUGH SERVICE AND INNOVATION

BERGEN GROUP QUALITY THROUGH SERVICE AND INNOVATION

Bergen Group has clear ambitions for further growth and development within the objective of being a leading maritime industrial group with main focus on the four different business areas Shipbuilding, Offshore, Technology and Maritime Service.

Quality through Service and Innovation

Our strategic goal is rooted in the company's vision of "Quality through Service and Innovation". The vision sums up both how we as a company act as well as how we as a company want to be perceived by our customers and by the society we operate in.

Our vision indicates that we first and foremost aim to increase our capacity and competitiveness through a strong focus on innovative use of knowledge. The vision also reflects our dedicated commitment to quality in all aspects. Bergen Group aim to continuously strengthen our international competitiveness through a quality based on service and innovation.

This demanding vision is affecting both small and large tasks within Bergen Group. The vision generates positive challenges

for all our employees regardless of position and work task. We will deliver quality in everything we do - and the quality will be characterized by the most competitive service in all aspects. Our products and our services are also characterized by a purposeful desire to continually seek innovative solutions for the benefit of our customers.

Bergen Group is a relatively young constellation. But we build our business and our experience on a number of companies with experience gained from leading positions throughout decades. This comprehensive historical knowledge is an important platform for Bergen Group's ongoing efforts to further develop our services and products.

BERGEN GROUP ANNUAL REPORT 2009

14
CORE BUSINESS AREAS
BERGEN GROUP · ORE BUSINESS AREAS

SHIPBUILDING:

Bergen Group FOSEN Rissa
Bergen Group BMV Bergen
Bergen Group SHIPDESIGN Trondheim

MARITIME SERVICE:

Bergen Group LAKSEVÅG Bergen
Bergen Group KIMEK Kirkenes
Bergen Group SKJØNDAL Bergen
Bergen Group SJJØ Bergen
Bergen Group HALSNØY Halsnøy

OFFSHORE:

Bergen Group ROSENBERG Stavanger
Bergen Group KIMEK OFFSHORE Kirkenes
Bergen Group HANØYTANGEN Bergen
Bergen Group ENGINEERING Bergen

TECHNOLOGY

Bergen Group DREGGEN Bergen
Bergen Group VEST ELEKTRO Fitjar
Bergen Group SKARVELAND Sunde
AMIA Gdynia, Poland

Strategic located along the Norwegian coastline

14
BERGEN GROUP ANNUAL REPORT 2009

16
SHIPBUILDING
BERGEN GROUP SHIPBUILDING

Bergen Group Shipbuilding's product and services are focused on highly complex and advanced offshore vessels, specialized cruise ships and unique RoPax vessels. During 2009 the division has adjusted and prepared for the expected development within our core segments. The hull yard in Sweden was divested, and Bergen Group ShipDesign was established. The divestment of the hull yard and establishing of a shipdesign company results in a dedicated division with focus on technology intensive outfitting and further development within our marked segments.

STRATEGY AND MARKET

Bergen Groups strategy is to concentrate on the technology intensive part of the shipbuilding process. The shipbuilding divisions outsource the construction of steel hulls to high quality and reliable hull yards in low cost countries. In Norway the finished steel hulls is outfitted at one of our two specialized ship yards. The whole process from engineering to finish outfitting is supervised by competent project managers in Bergen Group Shipbuilding.

An increased demand for tailored made solutions requires increased interaction between ship owner and yard. Bergen Group cooperates closely with designers and ship owners to develop new concepts to fit the end user requirements and to meet market demands for tailored solutions.

Predictions indicate that offshore vessels will be larger and even more sophisticated than the existing vessels fleet. Activities will most likely take place at deeper water and in harsh environment which in turn will require new specialized vessels. This will strengthen Bergen Groups market opportunities as this is within the division's core business.

In the RoPax market predictions indicate an increased demand for RoPax vessels as a result of renewal of existing RoPax fleet and increased trailer traffic. Bergen Group, through Bergen Group Fosen, has extensive experience in the market for high-capacity RoPax vessels. Together with highly competitive hull fabrication yards, Bergen Group is committed to playing an active part in the fleet renewal that is expected to take place in the European RoPax market. The contract established in March 2010 with Fjord Line to design and build two new cruise ferries for delivery in 2012 is a confirmation of Bergen Groups competitive strength in this segment.

The yards in Bergen Group are in a unique position to utilize these market opportunities and will continue their efforts to offer superior products on competitive terms.

SERVICE AND INNOVATION

Bergen Group seeks to be a driving force in the marked dynamics through development of advanced maritime concepts. Long term market presence combined with close proximity to key players in the maritime cluster has resulted in close client relationship based on innovative quality-based solutions.

The shipyard industry is the pillar of the Norwegian maritime cluster and a driving force for the presence and progress of the entire subcontracting industry. Interaction between the players in the Norwegian maritime industry creates significant competitive innovative forces.

Design competence is critical success factor in shipbuilding. The Shipbuilding division dedicates high attention to this area. Firstly Bergen Group has a strong in-house design environment consisting of 90 engineers and naval architects. This ensures quality, service and innovation for the company itself and our clients. Secondly, Bergen Group Shipbuilding works closely with the largest R&D institution in Norway, Marietak (part of Sintef) and the Norwegian University of Science and Technology (NTNU), to provide new ideas and solutions to the market.

Bergen Group ShipDesign is an additional step to strengthen our competitiveness in the market. The newly established company aim to play an active part in the development of future design solutions. The ShipDesign company will mainly focus on the RoPax- and offshore construction marked for internal and external customers.

PROJECTS AND EVENTS

Bergen Group Shipbuilding has in addition to several ongoing projects delivered three advanced vessels during 2009

Yard no 80, Boa Galatea a purpose built electromagnetic seabed logging vessel specially designed for electromagnetic production seismic data. Boa Offshore is the shipowner and EMGS operates the vessel. Length 80 m, beam 16.5 m. Outfitted in Rissa by Bergen Group Fosen.
Yard no 81, Deep Cygnus, a purpose built offshore construction vessel/ROV with moon pool. Length 107 m, beam 22 m. Owner Volstad Maritime and charted by Global Marine Systems. Outfitted at Bergen Group Fosen.
Yard no 123, Fugro Synergy, a new modern and highly advanced mul tipurpose vessel, classified as a light drill ship. The vessel represents a new generation high technology drillship built for an increasing demand for costs effective drilling units. Key specifications: Length 104 m, beam 19.7 m. The vessel is owned by Fugro Marine Services BV and charted by Fugro Well Services. Outfitted at Bergen Group Halsnøy.

After the completion and delivery of Fugro Synergy, Bergen Group Halsnøy moved from the Shipbuilding division to the Maritime Service division. This has strengthened the group's capacity within maritime service and provides synergies as well as better interaction between these two divisions.

BERGEN GROUP ANNUAL REPORT 2009
BERGEN GROUP ANNUAL REPORT 2009

18 MARITIME SERVICE

BERGEN GROUP MARITIME SERVICE

Bergen Group Maritime Service provides all kinds of maritime services: repairs and maintenance of merchant and naval ships, modifications, docking, classification, and repairs and maintenance of engines for the Norwegian Navy and shipping companies, and on installations in the North Sea. In 2009, the division was further strengthened through the transfer of Bergen Group Halsnøy and Bergen Group SJJO from the Shipbuilding division and the Technology division, respectively.

Bergen Group Halsnøy has extensive experience of both shipbuilding and ship repairs, and it has well-organised facilities centrally located between Bergen and Stavanger. The most recent new build at the yard was the high-tech, advanced light drill ship Fugro Synergy, which was delivered in the autumn 2009 and was later voted 'Support Vessel of the Year' at the annual OSJ conference in London. Bergen Group SJJO delivers technical services in structures, plating and piping, and is well established in the market in relation to both the offshore and maritime industry.

STRATEGY AND MARKET

Bergen Group Maritime Service's operations comprise everything from isolated assignments to long-term framework agreements. The companies in the division have built up a position as an important service provider in relation to maritime service, and it is a clear goal for Bergen Group to develop this division further in the years ahead.

Bergen Group Maritime is well established in the north of Norway through Bergen Group Kimek, a cornerstone of the economy in Kirkenes that offers services to both the Norwegian and the Russian markets. Together with its sister company Bergen Group Kimek Offshore, this gives Bergen Group an important strategic and geographical platform for further increasing its activity in the Far North within several of the Bergen Group's business areas.

In 2009, Bergen Group has strengthened both capacity and competitiveness in the Maritime Service division which operate in a market that is expected to see exciting developments and growth in the years ahead. There will be strong focus on strategic concept development, commercial management and on capitalising on existing facilities. There is also a considerable unrealised potential in utilising expertise and customer relations from the shipbuilding segment. The frame agreement with the Norwegian Navy is expected to develop, and systematic work is being done to look into the possibility of establishing international activity so that we to a greater extent can serve customers irrespective of their geographical location. There are also ongoing processes in order to map possible international co-operation in establishing maritime service facilities outside Europe.

SERVICE AND INNOVATION

Bergen Group Maritime Service is working purposefully to strengthen both its competence and quality in order to achieve its goal of being an innovative player in the market. Long-term framework agreements with demanding partners such as the Royal Norwegian Navy have strongly contributed to the competence development that characterises the division. Good yard facilities and an experienced organisation also help to provide the market demand for flexible service. High flexibility is more and more in focus, both in operational and geographical terms. Bergen Group is prepared to offer the organisation's competence in new geographical areas in step with a steadily increasing customer base.

IMPORTANT EVENTS

Bergen Group Laksenåg and Bergen Group Skjøndal's long-term maintenance contracts with the Norwegian Navy and maintenance contracts with several shipping companies provide an important platform for activity in the division. Bergen Group Maritime Service implemented structural changes in 2009 aimed at increasing the division's capacity and strengthening its competitiveness – both with a view to long-term agreements and in relation to the spot market. In 2009, determined efforts have been made to realise synergies between the companies in the division. Among other things, this has resulted in all the division's companies in Southern Norway being united under a common management, and the management within the division will be further strengthened during 2010.

BERGEN GROUP ANNUAL REPORT 2009

OFFSHORE

BERGEN GROUP OFFSHORE

Bergen Group Offshore is a well-established supplier of services to oil and gas-related activities both offshore and at onshore plants. The division's main source of income is from activities in connection with EPCI assignments of varying kinds and sizes, as well as rig service and maintenance. The offshore division has wide-ranging expertise and extensive experience as a supplier to all leading operators and players in the industry. Bergen Group Offshore's facilities are strategically located, which makes the business area attractive as both a partner and a supplier.

Bergen Group Hanøytangen has a unique location and facilities on a European scale. Last year, extensive investments and improvements were made that further strengthen the capacity and the flexibility of the yard. In 2009, the company completed a framework contract with the world's largest rig company, Transocean Offshore, with good results. Bergen Group Hanøytangen also carried out rig modifications for Songa Offshore, as well as assignments for many other offshore related companies.

Bergen Group Rosenberg, the division's main arena, is focusing the EPCI market segment (Engineering, Procurement, Construction and Installation) and modification assignments. Bergen Group Rosenberg has an extensive track record that goes all the way back to the early 1970's in producing products and providing services for all the major players present in the oil and gas activities in North Sea. By the end of 2011, an additional 400 office spaces will be established at Bergen Group Rosenberg as part of preparations for further growth.

STRATEGY AND MARKET

Bergen Group Offshore is in a good position to take part in the increase activity that is expected in the years ahead. Seen both separately and together, the division's companies have the competence, experience and facilities required to meet customer expectations and requirements.

The companies in the division will play an active part as suppliers in the development of the oil and gas activities in the North Sea. Bergen Group Offshore focuses on being an expert partner in the development of the fields and onshore plants linked to sea areas in both the north and the east. The division continuously endeavours to adapt to the market's needs and expectations and to utilise already established competence centres in order to increase its market share. Bergen Group believes that continued focus on QHSE and delivery capability is a prerequisite for further growth and greater market shares.

Bergen Group Offshore is making determined efforts to strengthen its position in the Modification & Maintenance market and to increase the volume of EPCI/CC modification assignment (Engineering, Procurement, Construction, Installation, Commissioning).

SERVICE AND INNOVATION

Through cooperation, knowledge sharing and collaboration, the companies and the group are able to be a complete supplier in many disciplines. The assignments for Transocean at Hanøytangen are examples of how different companies in the group are involved in and carry out assignments within different disciplines, so that the customer only has to deal with one supplier. This provides strong comfort for the customer and is a unique opportunity for the companies in the group to increase their expertise and enter new markets.

In 2009, the division has seen significant development in the renewable energy segment, with the emphasis on offshore wind power. Through Bergen Group Rosenberg and Bergen Group Engineering, Bergen Group has extensive offshore know-how that is attractive to international players in the field of wind power installations at sea. Initially, Bergen Group has played an active part in the development of transformer stations for windmill farms. Bergen Group's extensive offshore expertise will be actively used to contribute to innovative solutions for renewable energy in the years ahead.

IMPORTANT EVENTS

In 2009, Bergen Group Offshore completed challenging EPCI projects for ConocoPhillips: structural reinforcements and wave protection on Eldfisk, as well as modifications of the drilling rigs West Epsilon (Seadrill), Polar Pioneer and Arctic (Transocean), and Songa Trym (Songa Offshore). The division also completed fabrication and installation of pipe trenches at Kollsnes for Statoil, as well as three medium-sized EPCI M&M/modification assignments for Talisman and Statoil.

Throughout the year personnel from Bergen Group Kimek Offshore performed extensive tasks for Aker Solutions at Stord in connection with the building of the mobile rigs 'Spitsbergen', 'Barents' and 'Gjaa'. Towards the end of the year, Bergen Group Rosenberg was awarded a framework agreement by ConocoPhillips in form of all modification assignments to be carried out in the Greater Ekofisk Area. The agreement is valid for one year, with the possibility of an extension for up to four years.

BERGEN GROUP OFFSHORE Q1-Q4 2009

BERGEN GROUP ANNUAL REPORT 2009

22 TECHNOLOGY

BERGEN GROUP TECHNOLOGY

Bergen Group Technology focuses on building competence and developing innovative technological solutions for the group and the rest of the offshore industry. The companies in the division deliver advanced solutions for offshore vessels and offshore installations, including pipe and electrical installations and cranes. The division also includes a newly established company in Poland, serving Bergen Group with high qualified foreign labour in peak production periods.

The division currently consists of four operating companies. The division's customers are mainly shipyards, shipping companies, oil companies and suppliers of drilling packages. The Technology division also provides the group with necessary access to sub-deliveries of technical solutions in connection with large ship and offshore assignments.

STRATEGY AND MARKET

During the year, Bergen Group has carried out a strategic restructuring of the Technology division. The result is that the Technology division is now specialised in the group's core activities, while the other companies in the division have been transferred to Bergen Group Business Development.

BERGEN GROUP BUSINESS DEVELOPMENT

Bergen Group Business Development is a newly established organisational entity consisting of companies that were previously in Bergen Group Technology and that are not defined as future core business the Bergen Group. The companies, which operate outside the group's priority areas, will be further developed within this business unit and eventually phased out of the group. The aim of the restructuring is to further cultivate the Technology division's main focus area. Bergen Group Technology has achieved a strong position and enjoys good competitive conditions in most

of today's markets. The positive growth and development continued in 2009, and by the end of the year the companies in the division had an order backlog ensuring good and stable activity through both 2010 and 1st half of 2011. This makes it possible to adopt a long-term perspective and focus on product development, rationalisation and market growth.

The Technology division operates in a cyclical industry that is strongly correlated with business cycles in the shipbuilding and offshore industries. Historically speaking, the business cycles in the segments have been independent of each other, and the division is therefore less affected by fluctuating demand in these markets. In addition, the technology area covers important parts of the value chain in the Shipbuilding division, thereby helping to reduce the risk involved in Bergen Group's shipbuilding projects.

There are great opportunities to develop the service and maintenance market by expanding into the foreign market. In 2009, Bergen Group Dreggen established a sales office in Rio in Brazil in order to strengthen the division's position in the international competition for assignments and projects. In 2010, the company expects to strengthen its position as a supplier to and expertise partner for the oil and gas industry in Brazil.

SERVICE AND INNOVATION

Bergen Group Technology has a strong focus on competence-building and innovation. Competence-building is accomplished through project implementation for customers and through acquiring and cooperating with specialised technology companies with complementary knowledge that can contribute to further innovation.

There are considerable potential synergies between the companies in the technology division, and they are now in the process of being realised. This applies to both administration and marketing as well as to flexibility in the workforce. The transfer of experience between the companies in the division and across the divisions in the group contributes to innovation. There is a strong focus on strengthening concept development and cooperation between the different disciplines. Among other things, a separate development department, which will work across the different business areas, is under establishment. Product development and the development of complete equipment deliveries will be given much more focus in 2010. In addition to its own development, the division will always be on the lookout for strategic partners that can contribute to further growth.

IMPORTANT EVENTS

Bergen Group Skarveland had record activity in 2009. Among other things, complete advanced pipe systems were delivered for the drillship 'Fugra Synergy', which was built at Bergen Group Halsnøy, and advanced pipe systems were delivered for both 'Troms Pollux' (Hellesøy Verft) and 'MS Eldborg' (Fjellstrand AS).

In 2009, Bergen Group Vest Elektro completed large maritime installation assignments for newbuilds, as well as repair and alteration projects for which the company was responsible for the engineering, installation and testing of the installations. Bergen

Group Vest Elektro has also carried out contracts for the rig market at Hanøytangen.

Bergen Group Dreggen had record-high activity in 2009, and, the company has increased its turnover significantly the past years. The good influx of new orders in 2009 and the establishment of a sales office in Brazil are expected to contribute to satisfactory development of the company in the years ahead.

The newly established company in Poland, AMIA Sp, is already well on its way to developing its operations. This company is an important resource in securing qualified foreign labour on internationally competitive terms - both for Bergen Group's own companies and for external customers. The company also ensure that these labour services at all time are in accordance with both national and international regulations and rules.

BERGEN GROUP TECHNOLOGY Q1-Q4 2009

BERGEN GROUP ANNUAL REPORT 2009

24 FUGRO SYNERGY

BERGEN GROUP FUGRO SYNERGY

Fugro Synergy represents a new generation high technology drillship built for an increasing demand for smaller, cost effective drilling units. In October 2009, the innovative ship was delivered from Bergen Group Halsnøy to Fugro Well Services Ltd. In February 2010, Fugro Synergy was awarded "Support Vessel of the Year" at the annual OSJ conference in London.

The prestigious award goes to the owner, designer and the builder of the offshore support vessel delivered which is considered to have set an industry benchmark through innovative design and efficient operation.

HIGH FLEXIBILITY

Fugro Synergy, yard no 123 at Bergen Group Halsnøy, represents all this. Quality and innovation characterize the design, the complex integrated solutions as well as all the details that ensure a robust and flexible operation all over the world. The dynamically positioning vessel is capable of operating with a drilling package geared towards a wide range of drilling operations – both in shallow water as well on oceans with water depth up to 3,000 meters.

Fugro Synergy can be employed in all pre-drilling operations and thus take the simple tasks off any project critical path and away from the expensive MODUs. Typical scopes of work include top hole drilling, installing conductor and surface casing (sometimes intermediate casings), installation of subsea templates, pilot hole drilling, Leak Off Tests (LOT) and Formation Integrity Testing (FITs) to optimize well design, construction work, pulling and connecting flow lines, running Xmas trees and well abandonment services.

The Fugro Synergy drills riserless using pumped recovery technology. This technology has the added advantage of extending casing shoe depths for eliminating strings of casing. The combination of the Synergy and the pumped recovery system provides a most cost efficient method of drilling. In sum; the vessel operation possibilities can perhaps best be described as de-risking of the well site prior to the utilization of any MODU.

QUALITY AND INNOVATION

Fugro Synergy is a living symbol of how Bergen Group aims to fulfill the Group's vision. Quality through Service and Innovation. When building a highly advanced new generation drillship, you have to ensure quality and innovation in every task and at every stage of the construction process.

Bergen Group has an extensive and well-documented experience in building advanced offshore vessels and complex research ships. The Group also has a proven record of sophisticated offshore skills and know-how through the Offshore-division

especially at Bergen Group Rosenberg. An integration of the experience from both offshore and shipbuilding give Bergen Group a solid platform for developing and building sophisticated and innovative products such as Fugro Synergy - based on high quality and extensive service.

Fugro Synergy is owned by Fugro Well Services Ltd and designed by Marin Teknikk in Norway.

TECHNICAL SPECIFICATIONS FOR FUGRO SYNERGY

Main Dimensions

Length over all:	103.70m
Breadth moulded:	19.70m
Depth work deck:	10.60m
Gross Tonnage:	5,200 GRT

Design and cleaning

Class:	DNV +1A1-E0-SF, Dynpos AJ/TR, CLEAN, COMP-V[3], Ion C, Helideck-S, DK[+], MT601BL
Design

Machinery

Main Engines	5.9 Caterpillar types 35.16C - 2,180Kw @ 1,800 rpm
Propulsion:	2x Ulstein-Aquamaster Azimuth Thruster type A2P1002M-280 - 2,200 kW @ 1800 rpm
Side Thrusters:	2x Kamewa Ulstein TT2200 SS DPN CP Tunnel Thruster - 1,050kW @ 1190 rpm
Azimuth Thruster:	1 x Ulstein-Aquamaster Azimuth Thruster type UL 1201 - 883 kW @ 1,800 rpm
Speed:	15 kst @ dm + 4.5m

Deck area and equipment

Free Block Deck	728 m2
Sock Area	70 m2
Mosqurad	7.2 m x 7.2 m
Helideck	D + 21m, suitable for Sikorsky S92 helicopter
Derrick	190 Te
Top drive Hook load	150 Te Tool Joint Range 3 1/2" - 9 1/4"

Accommodation

Berthe/Cabino:	70.24/1 man, 23/2 men
Meeting Room:	1x 20 people & 1 x 8 people
Clients Offices:	2

Inclusive package

BDPs, ROIs Committing & Basic mud services
LWD / Wireless / Caring not included and at client's choice, can be arranged
Geotechnical tooling / Investigation can be combined on a conventional well
Multi-tasking in the same campaign with 1 vessel (7)
Highly competitive spread cost versus JLL Semi or Drillship

BERGEN GROUP ANNUAL REPORT 2009

QHSE - IMPORTANT FOR SERVICE AND INNOVATION

BERGEN GROUP QHSE - IMPORTANT FOR SERVICE AND INNOVATION

Quality, Health, Safety & Environment are important elements in achieving Bergen Group's vision "Quality through Service and Innovation". Our QHSE-policy is implemented on all operational levels, and the goal is to make this characterize all activities in every single company within the group.

QHSE - IMPORTANT FOR SERVICE AND INNOVATION

Bergen Group ASA has adopted a zero-mindset philosophy. Behind this zero-mindset philosophy is the fundamental idea in which we believe that all accidents can be prevented by continuously improving our attitudes, standards and by systematic preventive measures.

Our QHSE target is to avoid harm to people, avoid faults and non-conformities that influence quality and avoid harming the external environment. Our zero-mindset philosophy and our policies are guidelines applied to achieve our short and long-term goals. The main goal for all QHSE functions in the group is to support the line organisation and management.

HISTORY

Bergen Group ASA consist of a variety of different companies, both in terms of size and type of segment. Our customers and clients have different expectations and requirements with regard to QHSE. The variety in industry requirements has driven the overall QHSE standards to different levels over the last few decades. Based on this fact, Bergen Group now sets higher internal requirements for QHSE in order to raise our standards.

MAIN ACHIEVEMENTS IN 2009:

Entered into a common Corporate Agreement with Synergi Solutions AS. Acquiring an IT application for systematic handling and analysing of QHSE improvement reports in all companies in Bergen Group.
Entered into a common Corporate Agreement with EcoOnline. Acquiring an IT application for systematic follow-up of chemical datasheets and risk assessment in all relevant companies in Bergen Group.
Initiated a planned program for frequent technical safety inspections of all site plants, constructions, equipment and ship newbuildings. The aim is to improve risk control of assets and values. Insurance broker and insurance company are heavily involved in this improvement program.
A structured internal QHSE leadership training program for top management in every company started autumn 2009. Vice President QHSE participates in management seminars and meetings. The main goal is to contribute to improved QHSE knowledge and commitment in operational top management in all companies.
Established important QHSE information channels such as frequent use of Intranet, Bergen Group Newsletter and biannually internal QHSE forum seminars.
Stepped up internal multidisciplinary team/project cooperation.

KEY PARAMETERS

The overall LTI frequency for the Group for 2009 is calculated to 7.02 based on actual reported accidents leading to sick leave. Compared with 2008 figure which was 9.0 this is a good improvement and a step in the right direction. A total of 2.95 million internal working hours plus approximately 1.75 million external working hours gives a total of 4.7 million working hours covering all our activities. Total exposure hours equals total working hours. LTI (Lost Time Injury) Frequency is calculated per unit exposure hour based on one million working hours: LTIF = LTIs x 1 000 000 / Total Exposure Hours. LTI is defined as the sum of fatalities, permanent total disabilities, permanent partial disabilities and lost work day cases.

No fatal accidents, permanent total disabilities or serious personnel injuries occurred during the year. We had one serious accident with high potential consequences in 2009. Eye injuries and different types of crush injuries are overrepresented and will be given special attention through 2010. No significant accidental emissions or spills to the environment were recorded in 2009. The sick leave percentage for Bergen Group was 5.46 compared with 5.07 for 2008, which is a slight increase.

NOTICE FOR 2010

Bergen Group experienced a serious personal injury at Bergen Group BMV on the 2nd of January 2010 leading to death on the 21st of February. Bergen Group have used extensive resources to manage this tragic accident in a best possible way. Taking care of next of kin, personnel directly involved and other colleagues working in- or for BG BMV. Bergen Group has also carried out an extensive investigation. Short- and long term corrective actions in this investigation report have the highest priority in order to reduce our risk exposure.

BERGEN GROUP ANNUAL REPORT 2009

CORPORATE GOVERNANCE

BERGEN GROUP CORPORATE GOVERNANCE

Bergen Group ASAs Corporate Governance structure is based on the Norwegian Code of Practice for Corporate Governance, issued by the Norwegian Corporate Governance Board (NUES). The purpose of the Code of Practice is to clarify the respective roles of shareholders, board of directors and executive officers beyond the requirements of legislation. Bergen Group ASA (the "Company") aims to comply with the recommendation to strengthen the confidence held in the company and contribute to the greatest possible added value in the long term, for the benefit of shareholders, employees and other interested parties. The board of directors adopted principles of corporate governance in 31 March 2008, the principles is based on the recommendation of 4 December 2007. This report is based on the revised recommendation of 21 October 2009.

PURPOSES

The object of the Company's principles includes the measures implemented for the efficient management of and control over the Company's operations. The goal is to have systems for communication, monitoring and incentives that enhance and maximize corporate profit and shareholders' return through the efficient use of the company's resources. Improvements in the Company's corporate governance are a continuous process, and are a field that has increased focus from the board and the management. The board endeavor to ensure that the Company practice sound corporate governance in accordance with the recommendation.

DESCRIPTION

Bergen Group ASAs policy contains the following elements within the area of corporate governance:

Bergen Group ASA shall ensure transparent, reliable and relevant communication concerning the company's activities and conditions relating to corporate governance.

Equal treatment. All shareholders shall be treated equally.
Control and management. Importance will be attached to not having any conflicts of interest between shareholders, the board of directors and the administration. Where conflicts of interest do arise, routines shall be established to deal with these in a professional manner. Bergen Group ASA shall have a clear division of labor between the board and the administration.
Independence and obligations towards society. The board of directors shall be self-contained and independent of the management team. The Company's responsibility to society shall be an integral part of the company's value base and ethical guidelines.

SHAREHOLDER POLICY

Bergen Group ASA aims to give its shareholders a high and stable return. Return is defined as the sum of the share performance and dividends paid. The company attaches importance to providing the stock market and other interested parties with relevant and up-to-date information in order to help give a true picture of the company and give the investors an adequate basis for decision-making in relation to the acquisition and disposal of shares in the company.

THE COMPANY'S BUSINESS

Bergen Group is a maritime industrial group with main focus on the offshore industry and specialized vessels. The head quarter is located in Bergen, Norway. Bergen Group has around 1850 employees strategic located along the Norwegian coastline, from Kirkenes in the north to Stavanger in the south. The company has specialized competence within Shipbuilding, Maritime Service, Offshore and Technology.

The Company's Articles of Association Section 3 reads:

"The scope of the company's business is to own and operate industry- and other related business, management of capital and other functions for the group, hereunder to participate in or acquire other companies or business."

The object clause states the business of the Company and ensures the essential predictability regarding the Company's business.

The Company's aims and strategies for business are presented in the annual report.

EQUITY AND DIVIDENDS

EQUITY

The Group had a book equity of [NOK 1 552 million] as of 31 December 2009 which corresponds to an equity ratio of 34.3%. The Company regards the group's present capital structure as appropriate and tailored to its goals, strategy and risk profile.

SUBSCRIPTION RIGHTS

As of 31 December 2009, the Company's issued share capital consisted of 48 074 296 shares. In connection with the signing of new agreements with bond owners, the general meeting of 30 June 2009 resolved to issue 4,855,352 subscription rights to shares with a redemption price of NOK 1.10. As of 31 December 2009, a total of 2,160,643 subscriptions rights have been exercised. There are 2,694,709 remaining rights as of 31 December 2009. They must be exercised by 13 August 2010.

MANDATES GRANTED TO THE BOARD OF DIRECTORS

According to the Norwegian Code of Practice for Corporate Governance mandates granted to the board of directors to increase the Company's share capital is restricted to defined purpose. The mandates granted to the board is also limited in time to no later than the date of the next annual general meeting.

Power of attorney to the board of directors for the increase of the share capital

In the general meeting in the Company held 30 June 2009, the Board was granted a power of attorney to increase the share capital by up to NOK 10 000 000 by issuance of new shares. The background for the power of attorney is to have a satisfactory working capital in order to secure the financing of potential investments and acquisitions. The power of attorney is valid until the ordinary general meeting to be held in 2010.

Power of attorney to acquire own shares

At the general meeting in the Company held on 30 June 2009, the general meeting resolved to grant the board of directors a power of attorney to acquire own shares up to and aggregate par value of 10% of the existing share capital of the Company at the time for the decision. The purchase and sale of the shares may take place at the Board of Directors' discretion, but the Board of Directors may not subscribe to own shares. The highest price to be paid for the shares is NOK 100 and the minimum price is set to NOK 1 per share. The power of attorney is valid until the ordinary general meeting to be held in 2010.

Share Option Scheme

On 30 June 2009, the general meeting resolved to authorize the Board of Directors to establish a share option scheme for leading employees of Bergen Group. The total number of shares to be issued under the share option scheme is 2,752,883, which amounts to approximately 6% of the share capital of the Company at the time for the decision.

The options will be valid for three years with three option periods whereof 1/3 may be exercised year during the period. As per the date of this Annual Report, a total of 2,667,000 options have been granted to leading employees of the Group, of which 2,225,000 options gives the right to acquire one share in Bergen Group to a price of NOK 5 per share, while the remaining gives the right to acquire one share to a price of NOK 31 per share.

DIVIDEND

The Company has not declared or paid any dividends since its incorporation. The Company will strive to follow a dividend policy favorable to shareholders. This will be achieved by sound business development and continuous growth. The Company aims to give shareholders a competitive return on capital relative to the underlying risk. The Board will consider the amount of dividend (if any) to recommend for approval by the Company's shareholders, on an annual basis, based upon the earnings of the Company for the years just ended and the financial situation of the Company at the relevant point in time. The payment of any dividends will depend on a number of factors, including the Company's future earnings, capital requirements, financial position and future prospects, restrictions on the payment of dividends under Norwegian law and on any debt covenants, along with other factors the Board may consider relevant. The Company has not paid any dividends in the past.

EQUAL TREATMENT OF SHAREHOLDERS AND TRANSACTIONS WITH CLOSE ASSOCIATES

Each share in the Company carries one vote, and all shares carry equal rights, including the right to participate in general meetings. The Company emphasizes that the interests of the shareholders is advanced and that all shareholders, in accordance with the requirements of the Norwegian Securities Trading Act, is treated on an equal basis, unless there is a factual basis for discrimination. Should it be necessary to waive the pre-emption rights of existing shareholders when increasing

BERGEN GROUP ANNUAL REPORT 2009

30
CORPORATE GOVERNANCE
BERGEN GROUP CORPORATE GOVERNANCE

the share capital, such waiver must be justified by the common interest of the company and the shareholders. The board's explanation of this is to be included as an appendix to the agenda for the general meeting.

Any transactions carried out by the Company with its own shares will be conducted through the Oslo Stock Exchange.

Any material transaction between the company and any shareholder, board member, leading employees or any closely related party of the mentioned should be examined by an external third party before entered into. This does not apply for any agreement approved by the general meeting according to the Norwegian Public Limited Liability Companies act. Independent valuations should also be arranged in respect of transactions between companies in the same group where any of the companies involved have minority shareholders.

The board of directors and executive personnel shall notify the board if they have any material direct or indirect interest in any transaction entered into by the company.

FREELY NEGOTIABLE SHARES

The shares are listed on the Oslo Stock Exchange and freely tradable. There is no form of restriction on negotiability included in the Company's articles of association. The Board is not aware of any agreements which may secure any shareholder beneficial rights to own or trade shares at the expense of other shareholders. The shares are registered in the Norwegian Central Securities Depository (VPS).

THE WORK OF THE BOARD OF DIRECTORS

The Board endeavor to schedule in advance a number of regular physical meetings to be held during the calendar year, normally four to five meetings per year, depending on the level of activity of the Company. Interim meetings may be convened if a director, or the administration, so requires. The Board meetings are chaired by the Chairman unless otherwise agreed by a majority of the directors attending. If the Chairman is not present, the meeting will be chaired by the Deputy Chairman unless otherwise agreed by a majority of the Directors attending. If the Chairman and the Deputy Chairmen are not present, the directors shall elect a director to preside over the Board meeting.

The work of the Board includes, without limitation:

identifying and establishing the Company's overriding goals, objectives and strategies, including approval and endorsement of plans and budgets;
determining policies, monitoring and supervising the day-to-day management of the Company and the business carried out by the Company;
ensuring that the business of the Company, the accounts and the management of the assets of the Company are subject to adequate supervision and are conducted in accordance with applicable legislation;
monitoring and reviewing the annual and interim financial reporting, assessing the performance of internal control and external auditors and overseeing legal and regulatory compliance;
taking decisions, endorsing decisions or authorizing decisions to be taken, as appropriate, in matters that are of an unusual nature or of importance to the Company;
assessing the effectiveness of the Company's policies on ethics, conflicts of interest and compliance with competition law.

The board of directors has issued instructions for its own work as well as for the executive management with particular emphasis on clear internal allocation of responsibilities and duties. The instructions are evaluated annually in connection with the annual evaluation of the boards performance and expertise.

In 2009 it was held 9 number of Board of Directors meetings. The attendance percentage for the Board of Directors meetings in 2009 was 87%.

AUDITING COMMITTEE

A separate Auditing committee consisting of 3 Board members was established in 2009. The committee consists of 3 members, all independent of the daily management of the Company. A separate policy is established for the committee, and depending of the activity in the Company meetings should be held minimum 4 times each year.

INTERNAL CONTROL AND RISK MANAGEMENT

The Board has established routines for sound internal control and systems for risk management that are appropriate in relation to the extent and nature of the Company's activities. A review of the Company's most important risk areas and its internal control function is conducted by the Board annually.

The Company is strongly focused on frequent and relevant management reporting of both operational and financial matters, both in order to ensure adequate information for decision-making and to respond quickly to changing conditions.

The Board receives monthly reports on the company's financial performance and status reports on the group's most important individual projects. The group also regularly conducts internal audits of individual units' adherence to systems and procedures. Financial performance is also reported on a quarterly basis to the Board and the Oslo Stock Exchange.

REMUNERATION OF THE BOARD OF DIRECTORS

The remuneration of the Board is decided by the annual general meeting upon the proposal of the Nomination Committee; see section 9 of the Articles of Association. The level of compensation reflects the responsibility of the Board, the expertise required and the level of activity in the Board. Remuneration is not linked to the Company's performance and the Company has not issued any share options to the directors. The remuneration of directors is disclosed in the notes to the annual accounts in note [7]. If directors receive other compensation from the Company on an exceptional basis, detailed information will be provided.

REMUNERATION OF THE EXECUTIVE MANAGEMENT

Pursuant to Section 6-16 a of the Norwegian Public Limited Companies Act, the Board of Directors has issued a statement regarding the stipulation of salaries and other remuneration to the management. The statement can be summarized as follows: The main principles for Bergen Group ASAs salary policy for managers is that senior employees shall be offered conditions that are competitive when salary, payment in kind, bonuses and pension plans are all taken into account. As a guideline, cash remuneration can be given to senior employees in addition to their basic salary [bonus], but this must be limited to a defined percentage of the basic salary and linked to achieving specific targets. Guidelines for awarding bonuses shall be devised by the board. Bonuses to the managing director are determined by the board upon recommendation by the board's Compensation Committee.

On 30 June 2009, the general meeting resolved to approve the following guideline for the Company's new/amended option scheme:

"As a guideline for a new/amended option scheme options can be distributed to managers in Bergen Group ASA and its subsidiaries for purchase of shares in Bergen Group ASA. The board of directors stipulates the option rate. The option scheme shall in principle apply for three years, and up to 1/3 of the options can be exercised per year during the period. The option scheme shall not exceed 6% of the existing share capital."

The remuneration of the executive management is disclosed in the annual accounts note [7].

INFORMATION AND COMMUNICATION

Through its Corporate Governance Policy, the Board has implemented guidelines for disclosure of Company information. The reporting of financial and other information will be based on openness and equal treatment of all participants. The Company provides shareholders and the market as a whole with information about the Company. Such information takes the form of annual reports, quarterly reports, stock exchange bulletins, press releases and investor presentations when appropriate. The company seeks to treat all shareholders equally in line with applicable regulations. Information distributed through the Oslo Stock Exchange, or otherwise in press releases, is published on the Company's website www.bergengroup.no at the same time. The company aims to have regularly presentations. The financial calendar is available through stock exchange announcements and on the Company's website. All information sent to shareholders is simultaneously posted on the Company's website. Two weeks prior to the publication of the quarterly results, Bergen Group ASA has a self-imposed "quiet period", when contact with external analysts, investors and journalists is kept to a minimum.

The board shall ensure that the quarterly and annual accounts from the Company provides a correct and complete picture of the group's financial and business position, including to what extent operational goals and strategically goals are achieved. The Corporate Governance Policy provides that the Board shall not seek to prevent or obstruct takeover bids for the Company's activities or shares, unless there are particular reasons for such actions. In the event of a takeover bid for the shares in the Company, the Board shall not exercise mandates or pass any resolutions with the intention of obstructing the takeover bid unless this is approved by the general meeting following announcement of the bid. In particular, the Board shall not without the prior approval of the general meeting (i) issue shares or any other equity instruments in the Company, (ii) resolve to merge the Company with any other entity, (iii) resolve on any transaction that has a material effect on the Company's activities, or (iv) purchase or sell any shares in the Company.

During the course of a takeover process, the Board will use their best efforts to ensure that all the shareholders of the Company are treated equally. The Board shall also use its best efforts to ensure that sufficient information to assess the takeover bid is provided to the shareholders.

Pursuant to the Norwegian Securities Trading Act, any person who through acquisition becomes the holder of shares representing more than one-third of the voting rights in the capital of the Company is obliged to make an unconditional offer at a fair price for the purchase of the balance of the issued shares in the capital of the Company. The mandatory offer must be made within four weeks after the threshold was passed. If an offer is made for the shares in the Company, the Board shall issue a statement evaluating the offer and make a recommendation as to whether the shareholders should accept the offer. If the Board finds itself unable to provide such a recommendation, it shall explain the background. The Board's statement on a bid shall make clear whether the views expressed are unanimous, and if this is not the case, it shall explain the basis on which members of the Board have excluded themselves from the Board's statement. The Board shall consider whether to arrange a valuation from an independent expert. If any member of the Board or the management, or close associates of such persons, or anyone who has recently held such a position, is either the bidder or has a similar particular interest in the bid, the Board shall in any case arrange an independent valuation. This shall also apply if the bidder is a major shareholder in the Company. Any such valuation should be either attached to the Board's statement, be reproduced in the statement or be referred to in the statement.

AUDITOR

The Company emphasizes on keeping a close and open relationship with the Company's auditor. The auditor participates in Board meetings for approval of the Annual accounts. The Company's auditor shall present an annual plan for its audit work to the auditing committee. In addition the auditor shall present a review of the company's internal control procedures, with identification of weaknesses and proposals for improvement. The Board shall at least yearly have a meeting with the auditor without the management's presence. Compensation of the auditor for auditing and other services is presented to the annual general meeting and is included in the notes to the annual accounts note [7]. The board continuously evaluates the need for written guidelines concerning the executive management use of the auditor for other services than the audit. The board finds that the auditor's independence of the Company's executive management is ensured.

BERGEN GROUP ANNUAL REPORT 2009
BERGEN GROUP ANNUAL REPORT 2009

BOARDS OF DIRECTORS

BOARD OF DIRECTORS' REPORT 2009

MAGNUS STEMGELAND
Chairman

Strageland has been a board member and CEO of OOF Industri 452 Bergen fordu since 1997. Strageland was one of the founders of the OOF Group in 1981. In the period of its 1976 to 1982, Strageland was the major UK business store manager in Norway. He was elected to the Norwegian Parliament from 1985 to 1997 for the Centre Party and was also the deputy representative in the period 1985-1989. Strageland has experience from a number of board positions from a wide range of companies and industries.

SVEIN MILFORD
Deputy Chairman

Svein Milford has for the last years worked as Chairman and board member of several industrial companies, and has extensive experience as President and CEO of several companies including companies with a full driving on the Oslo Stock Exchange. Milford holds a degree in electronic engineering and an MBA from University of Oregon USA.

ELLS-KTERSMOEN
Board member

Ledermassen is the managing director of Falck Notes AS. Norway She has extensive business- and strategy development experience from a wide range of industries as a board member, management and strategic consultant. Ledermassen is an experienced board member and audit committee member from listed and unlisted companies. She holds an MBA from The Areas Task School of Business Administration, Dartmouth College, USA in addition to a Master of Science in Petroleum engineering from NTNU in Trondheim Norway.

GERULV LIEKE
Board member

Leder is educated as a mechanical engineer from NTNU (Trondheim) and holds an MBA from Pacific Lutheran University from Washington State, USA. Leder has been a board member in Bergen fordu (now Bergen Group) and has been a member of the board of the board in 2008. He has previously worked as an investment consultant in Frank Russell Company, USA, research analyst in Cheenshau Lgt, USA in addition to portfolio manager of human investments USA. Lede is currently a director of Norway, UK.

RUNE SKARVELAND
Board member

Skarveland has been a board member of Bergen fordu (now Bergen Group ASA) since 2002. Skarveland was the CEO of Skarveland 85 and April 2008, a position he has held since 1997. Skarveland has for the last years worked in several board positions for companies mainly engaged in property development or industrial activities. Skarveland is currently working as a Chairman of the board of Diverse AS.

ANNE GINE HESTETUN
Board member

Anne Gine Hestetun experience from politics and business as well as different board positions. She is originally an engineer in industrial economy and traditional education in Management subjects. Since April 2008, she has been managing director of Stor-Bergen Boligbygging (Prusong-Ausav, alnot). Before that, Hestetun has served as a full time city board (representing the Lider Party) in Bergen for six years. Prestau-business experience includes position as division director of Fjord Line and regional director of NSB Bergenbøren.

MONICA SALTHELLA
Board member

Salthella is the managing director of Farm used/washing. Vest, investment management. She has held several leading positions within the training and board management sector, among others as Vice CEO of Spare-banken Vest and CEO of Skarsby Ford/for-salting AS. Salthella also holds a position in The Supervisory Council of The Central Bank of Norway. Monica Salthella holds a Bachelor of business administration from the University of London, Kings College.

ARNE VINDENES
Board member - employee elected

Vindenes started as an apprentice at Vignlem and Kartani Shipyard in 1974 (now known as Bergen Group BMV), and has continued to contribute more work for the key field to the local several elected union positions in different parts of the said organization, including as board member company (Vignlem & Kartani North AS and later on Bergen fordu BMV). Since 1978 he has been elected as a labor representative for the employees at Bergen Group BMV. He has been an employees' elected board member of the Bergen Group ASA since July 2009.

INGJINN FLYTOR
Board member - employee elected

Flytor has been Financial Controller at Bergen Group Fosen since July 2008. Before that she has worked as manager in a company providing consulting services within the finance, management and strategy area. She has education in business administration, with supplementary training in management from the Norwegian School of Economics and Business Administration (NVA) in Bergen. She has been an employee's elected board member of the Bergen Group ASA since July 2009.

SVE IVERSEN
Board member - employee elected

Sve Iversen is educated as industry partner and has worked at Rosenberg Vest Bergen Group. Rosenberg since 1990. Since 1992 he has held a full time position as elected union representative for the parts union workers. Today he also has the position as representative for all of Bergen Group employees. Iversen has experiences from different positions within the labor union, as well as member of the board at Bergen Group Rosenberg and board of representatives for Sparebank 1 - 19 bank. He has been an employee's elected board member of Bergen Group ASA since July 2009.

Since its formation, Bergen Group has grown from being a supplier to the maritime sector to become an established maritime industrial group with its primary focus on the offshore sector and advanced specialised vessels. The activity level in the companies in the group was high in 2009, with record turnover and earnings. The number of new orders was lower than in previous years.

Bergen Group's turnover exceeded NOK 5.1 billion in 2009, and it recorded a record operating profit before depreciation and write-downs (EBITDA) of NOK 416 million. Market prospects in the offshore and shipbuilding industries are somewhat uncertain at the beginning of 2010. The group's goal for 2010 is to maintain satisfying profitability through increased market focus, cost control and the realisation of synergies in the group.

THE MARKET SITUATION

Bergen Group operates in a market that is heavily influenced by the activity level in the oil and gas sector. In 2009, both shipbuilding and the supplier industry experienced a major reduction in new order intake. This has resulted in a reduced order backlog for Bergen Group, and the group is prepared for lower turnover in 2010 than in previous year.

Bergen Group strengthened its position as a maritime industrial group in several areas last year. A number of large-scale projects and deliveries were completed for both Norwegian and international customers with good results. Focus on expertise, quality and capacity has grown in an increasingly competitive market, and better cooperation between the different business areas has given the group a stronger basis for taking on demanding and complex assignments in future. Organisational changes and strategic investments carried out in 2009 will contribute to continued growth.

Uncertainty, among other things about oil price developments, led to the postponement of many offshore projects last year. The turbulence in the international finance markets also resulted in more demanding financing processes for some shipping companies and their new build programmes. Bergen Group had a lower order intake in the shipbuilding and offshore segments, a situation shared by large parts of the Norwegian shipbuilding and supplier industry in the past year.

The group carried out adaptations in 2009 in relation to the expected market and activity level in the short term, while at the same time working in systematically to strengthen the group's competitiveness and market position in the long term. Bergen Group's goal is to maintain satisfying profitability in 2010 even though the prevailing market situation will involve pressure on both margins and operating profits in the short term.

THE BUSINESS AREAS

The group has organised its business into four divisions: Shipbuilding, Maritime Services, Offshore and Technology.

SHIPBUILDING

The main activity of the Shipbuilding division consists of building specialised vessels in the offshore and RoPax segments. At year end 2009, the division consisted of the companies Bergen Group BMV, Bergen Group Fosen and Bergen Group Shipdesign. Bergen Group Halsnøy was transferred to the Maritime Services division following completion of NB 123 for Fugro Marine Services NV. The division's turnover in 2009 amounted to NOK 2,884 million, and it had orders worth NOK 3,608 million on its books at year end. The capacity at Bergen Group BMV is virtually fully booked until the end of 2010. The new contract with Fjord Line gives Bergen Group Fosen a predictable level of activity until fall 2012, except from a limited period between the end of 2010 and to the summer of 2011.

The great demand for specialised vessels we have seen in recent years resulted in high activity in the division in 2009. Bergen Group has for many years been building internationally competitive expertise in the group's focus areas in shipbuilding. As part of the efforts to develop further in that connection, a separate ship design company was formed in 2009. This company will be important in the efforts to integrate shipowners more closely in projects for specialised vessels, and as regards strengthening the development of new, forward-looking designs for vessels of this type. The division currently has 90 experienced engineers. This figure is expected to increase in future as a result of the establishment of the design company.

BERGEN GROUP ANNUAL REPORT 2009

BERGEN GROUP BOARD OF DIRECTORS REPORT

The division's most important deliveries in 2009 were:

BN 80, BOA Galatea, BOA Offshore
BN 81, Deep Cygnus, Volstad Maritime
BN 123, Fugro Synergy, Fugro Marine Services N.V.

MARITIME SERVICES

The Maritime Services division provides all kinds of maritime services: repairs and maintenance of merchant and naval ships, modifications, docking, classification, and repairs and maintenance of engines at the group's authorised MTU yards.

The division consists of the entities Bergen Group Laksevåg, Bergen Group Skjøndal, Bergen Group Halsnøy, Bergen Group Sijo and Bergen Group Kimek. The turnover for the year was NOK 323 million.

Main activities in 2009:

Long-term maintenance contracts with the Norwegian Armed Forces are among the main activities of Bergen Group Laksevåg and Bergen Group Skjøndal. These entities also have long-term maintenance agreements with several shipping companies.
Bergen Group Halsnøy and Bergen Group Sijo were transferred to Maritime Services at the end of the year. This substantially strengthens the division, both with respect to capacity and in relation to facilities.
Bergen Group Kimek in Kirkenes had 2009 their main activity linked to hiring out expertise to Sydvaranger AS, which is preparing the start-up of mining operations. Bergen Group Kimek has in addition built up a strong market position in connection with repair maintenance work on Russian fishing vessels. This activity is now improving.

In the time ahead, Maritime Services will focus strongly on exploiting the growth potential in the segment. It will focus much more on strategic concept development, commercial management and on capitalising on existing facilities. There is also a considerable unrealised potential in relation to utilising expertise and customer relations from the shipbuilding segment. Systematic work is being done to look into the possibility of establishing international activity to enable us to a greater extent to serve customers irrespective of their geographical location.

OFFSHORE

Bergen Group Offshore is a supplier of services to oil and gas-related industry. The division consists of the entities Bergen Group Rosenberg, Bergen Group Hanøytangen, Bergen Group Kimek Offshore and Bergen Group Engineering. Turnover in the division in 2009 was NOK 1,358 million, and at year end 2009, it had orders worth NOK 258 million on its books. In addition, a framework agreement was signed with ConocoPhilips in the fourth quarter for future modification assignments on its installations in the North Sea (Greater Ekofisk Area), and work is also continuing in relation to assignments for Gulfaks, Stattjord and Snorre, among others.

The companies in the division are assumed to have a potential well above the volume and results in 2009. Investments were made at Hanøytangen last year that strengthen the group's future position in relation to rig service and rig maintenance.

Important activities and events in 2009 included:

In the fourth quarter, Bergen Group Rosenberg signed a framework agreement with ConocoPhilips for future modification contracts on their installations in the North Sea (Greater Ekofisk Area). The scope of the agreement has not been defined, but the framework agreement allows for a range of activities, from studies to comprehensive deliveries (EPCI). The agreement will not generate substantial turnover for Bergen Group Rosenberg until the end of the first quarter at the earliest. The agreement runs until the end of 2010, with an option for extension of two times two years.
Bergen Group Rosenberg has earned a reputation as a major player in the market, among other things through EPCI assignments for Statoil in connection with the Sleipner A 10 bar Inlet Pressure System, and it has carried out reinforcement work on the Ekofisk field. It has also performed major contract work in connection with Snorre Redevelopment, West Epsilon and Stattjord Late Life.
Bergen Group Hanøytangen carried out major modification and classification assignments on two rigs belonging to Transocean, and on another rig for Songa Offshore. The projects were all completed with good results for the company and the customer. Hanøytangen is now in a position to capitalise on the investments made in facilities, systems and organisation.
Personnel from Bergen Group Kimek Offshore have carried out extensive work throughout the year for Aker Solutions at Stord in connection with the building of the mobile rigs 'Spitsbergen', 'Barents' and 'Gjøa'.
Bergen Group Engineering increased its proportion of external customers in 2009. The company is developing and it has succeeded in establishing itself as an important partner for many companies in and outside the group.

TECHNOLOGY

Bergen Group Technology is building expertise and developing innovative technological solutions for the shipbuilding/offshore industry. The companies in the division deliver advanced solutions for offshore vessels and offshore installations, including pipe and electrical systems and cranes. More than 80% of the deliveries are to external customers.

Internal restructuring was carried out in the Technology division in 2009. It entailed transferring parts of the division to a new organisational entity, Business Development, which comprises companies not included in the group's long-term focus areas. The idea behind this model is to increase focus on capitalisation of the values represented by these companies. The new entity comprises companies that primarily target the aluminium and aquaculture industries. They will be further developed as part of this business unit and phased out of the group in the long term. The aim of the restructuring is to further cultivate the Technology division's main focus area.

The restructured Technology division's turnover in 2009 was NOK 690 million, and at year end it had orders worth NOK 443 million on its books. In light of the orders on the division's books, it is also expected to have a good activity level in 2010. Several of the companies in the division are important suppliers to the group's Shipbuilding division, but the bulk of its deliveries are made to external customers.

MAIN ACTIVITIES IN 2009:

The companies in the division had another excellent year in 2009 and several major projects were delivered.

Bergen Group Skarveland achieved record turnover of NOK 265 million in 2009. Complete advanced pipe systems were delivered for the drillship Fugro Synergy, which was built at Bergen Group Halsnøy. Other large projects included the delivery of pipe systems for Troms Pollux, which was built at Hellesøy Verft, and the delivery of pipe systems for the MS Eldborg, which was built at Fjellstrand AS.
In 2009, Bergen Group Vest Elektro AS completed large assignments in connection with maritime installations of newbuilds and repair and modification projects. The company is growing steadily and it started 2010 with record orders on its books.
Bergen Group Dreggen also recorded record turnover in 2009. The company operates in an international market, and it delivered a number of advanced offshore cranes last year to customers in both Europe and the Far East. The order situation will ensure continued high activity in 2010.

INCOMING ORDERS AND ORDER BOOKS

At year end 2009, Bergen Group had orders worth NOK 4.2 billion on its books, compared with NOK 6.8 billion at year end 2008. The orders include contracts with BOA Offshore for the building of four AHTS vessels worth a total of NOK 1.9 billion. Building is scheduled to start in 2010-2011. The shipowner has yet to secure full financing for these vessels, and the final start-up date for outfitting work, which will be carried out at Bergen Group Fosen, therefore remains to be settled.

The order books break down as follows between the divisions: Shipbuilding NOK 3.6 billion, Maritime Services NOK 45 million, Offshore NOK 258 million and Technology NOK 443 million. The Maritime Services and Offshore divisions will normally have a more short-term order perspective than the Shipbuilding segment. NOK 140 million in internal deliveries has been eliminated in the group's total order books.

PROFIT FOR THE YEAR, BALANCE SHEET AND CASH FLOW DEVELOPMENTS

The group's accounts have been prepared in accordance with IFRS. Acquisitions carried out in previous years are included from the date on which the group gained control. See also 28 in the annual accounts.

The group's revenues in 2009 amounted to NOK 5,108 million and EBITDA was NOK 416 million. The group's revenues in 2008 were NOK 3,742 million, and EBITDA was NOK 191 million. Estimated pro forma revenues in 2008 were NOK 4,667 million and the pro forma EBITDA in 2008 was NOK 208 million.

An operating profit of NOK 239 million was recorded in 2009 compared with NOK 112 million in 2008. The operating profit for 2009 includes an impairment loss of book goodwill in the amount of NOK 87 million. The pro forma operating profit in 2008 was NOK 126 million.

The pre-tax profit in 2009 was NOK 158 million. The corresponding pre-tax profit in 2008 was NOK 18 million, while the pro forma pre-tax profit in 2008 was NOK 39 million.

Profit after tax was NOK 78 million in 2009, compared with NOK 19 million in 2008 and a pro forma net profit for 2008 of NOK 31 million.

The balance sheet total at 31 December 2009 was NOK 4,438 million and book equity was NOK 1,505 million. That is an equity ratio of 33.9%.

The cash flow from operations was NOK 254 million in 2009. The cash flow from operations can deviate somewhat from EBITDA since the effect of the delivery of major contracts such as ships has a substantial impact on cash flows. The positive cash flow from operations in 2009 is connected to the positive underlying earnings and to the delivery of major projects during the year. The net cash flow from investments was minus NOK 112 million. This is mainly related to investments in operating assets. The cash flow from financing activities amounted to NOK 61 million. This largely reflects the drawdown of loans in connection with the development of Hanøytangen and some repayment of long-term debt.

BERGEN GROUP ANNUAL REPORT 2009

BERGEN GROUP BOARD OF DIRECTORS REPORT

The group's holding of liquid assets was NOK 454 million at 31 December 2009. Liquid assets are at a satisfactory level given that a lot of liquidity is still tied up in ongoing projects, including shipbuilding projects. There are several reasons why the group's proportion of short-term liabilities is so large. The bond loan of NOK 400 million that originally fell due in July 2009 was refinanced in 2009 and is now due in August 2010, together with a bond loan of NOK 250 million. Active efforts are being made to refinance the company's bond loans and this work is expected to be completed in good time before they reach maturity.

The company's current building loans for ongoing shipbuilding projects are classified as short-term. Financing has been secured through the company's bank connections for all ships financed by building loans, while shipowner-financed projects are financed on an ongoing basis by the shipowners.

The group's financial position is satisfactory, and the accounts have been prepared on the basis of the going concern assumption. Efforts are currently being made to find a solution for existing bond loans that fall due in August 2010. Through Bergen Group Rosenberg AS, the group has bought back NOK 38.5 million of the loan of NOK 400 million.

The parent company Bergen Group ASA a turnover in 2009 of NOK 2.3 million, compared with no turnover in 2008. The parent company's operating result was minus NOK 0.8 million in 2009 (minus NOK 1.2 million). Net financial items made a positive contribution of NOK 200 million (NOK 28.6 million). The net profit after tax was NOK 158.9 million (NOK 12.0 million). Distributable equity in the company accounts is NOK 346.2 million (NOK 167.6 million).

RISK EXPOSURE AND RISK MANAGEMENT

Bergen Group operates in a global market and is thus exposed to a number of risk factors. The board of Bergen Group is concerned with establishing adequate risk management systems to limit and reduce the total risk exposure to an acceptable level. The main risk factors can be categorised as market risk and financial risk.

MARKET RISK:

Bergen Group's business is linked to the global market for specialised ships and offshore operations. These markets have varied greatly over time. Bergen Group endeavours to reduce its exposure to market fluctuations by controlling critical sections of the value chain, expertise development and continuous focus on cost efficiency, including exploiting opportunities in the global market.

There is also considerable project risk associated with shipbuilding projects. Bergen Group has endeavoured to reduce this risk by gaining greater control over the value chain through

owning companies in the technology segment that are important suppliers to the shipbuilding business. This is a strategic choice that distinguishes Bergen Group from many of its competitors. Project management and project supervision are critical success factors, and Bergen Group has strong focus on these areas. Most of the group's shipbuilding projects are financed by customers on a running basis in accordance with contractual milestones. Some shipbuilding projects are financed by building loans, and financing for these projects is raised through established bank connections.

The group participates in several joint ventures in the offshore segment. This is in order to reduce the risk involved in the different projects and to strengthen both expertise development and implementation capacity. The group's share of projects is normally proportionate to its contribution. In 2009, the group collaborated with Global Energy Group in Aberdeen in connection with rig service activities at Haneytangen.

Since spring 2009, the group has carried out an extensive strategy process that was concluded in mid-August. The plan sets out the strategic guidelines for the further development and growth of the group during the period 2010 to 2012. In connection with implementation of the strategy townhall meetings have been held for all 2,000 employees at which the CEO presented the group's vision, business idea and strategies.

As part of the strategy, Bergen Group has signalled that it wishes to be active in relation to structural changes that can strengthen the group's position in future, including being open to diversified ownership in parts of the group's business areas. During the autumn and winter, the group's management has worked systematically on this process with a number of major international players, and work in this area is still in progress.

FINANCIAL RISK:

Financial risk can be subdivided into credit risk, currency risk, interest risk, liquidity risk and transaction risk.

The company's credit risk is deemed to be low to medium. The company has a broad spectrum of customers ranging from big oil companies to shipping companies, and they have historically proved to be good payers. There are also other smaller customers who represent a somewhat higher credit risk, but endeavours are made to reduce this risk through requiring guarantees and credit assessments of the customers in question. Naturally, the special situation in the international finance markets creates a certain amount of uncertainty concerning our customers' access to capital, primarily in relation to financing newbuilds and implementing major development plans. The measures taken by the authorities in Norway and abroad have reduced the negative effects of the situation to a certain extent.

There is limited risk attached to currency since most of the company's revenues and expenses are in NOK. The company

hedges its biggest currency payments/receipts by entering into hedging contracts. Forward contracts are used to reduce risk, but the company does not fully hedge currency.

The interest risk relates to interest-bearing debt totalling NOK 1,791 million, including building loans for shipbuilding contracts of NOK 849 million. The company is exposed to changes in interest rates since all the company's debts are at floating interest rates. The group does not use interest rate hedging.

The liquidity risk is limited and the group has well established liquidity management systems that shall ensure the required liquidity at all times. At year end, the situation for the group's financing is that most of its borrowing are at parent company level through the bond loans. The subsidiaries also have some borrowings. In 2010, the group will work to increase the proportion of long-term financing, preferably as much bank financing as possible. The goal is to reduce the loan burden on the parent company by financing each division individually instead.

MATERIAL RISKS TO THE COMPANY:

Macroeconomic conditions that are material to the group largely relate to the development of oil and gas prices. Most of the company's business is linked to petroleum-related activities or auxiliary activities in that connection. Persistent low oil and gas prices could affect demand for a large part of the group's services.

The cost of production input factors will also have a material bearing. This applies in particular to price changes for purchased materials. The company's annual cost of sales is more than NOK 2.9 billion, and a net increase/reduction of one per cent in the cost of sales could have an EBIT effect of NOK 29 million. However, the most important material costs in shipbuilding projects are hedged on contract signature. In 2009, the group strengthened its procurement and logistics function in order to further ensure its competitiveness in this area.

SHARES AND SHAREHOLDERS

Bergen Group ASAs registered address is in Austevoll municipality, but its business address and visiting address are in Thornahhensgate in Bergen.

Bergen Group ASA was formed in 2007. It is a holding company with four underlying divisions. The object of the company is to bring together strategically important companies under common management in order to offer internationally-leading technology solutions and products to an increasingly demanding maritime industry. Each of the four divisions is structured as far as possible as an independent group of companies.

SHARE PRICE DEVELOPMENTS:

Bergen Group has been listed on Oslo Bars since 30 June 2008. The company's shares were traded in 2009 at prices ranging from NOK 4.00 to NOK 8.80. The closing price on 30 December 2009 was NOK 6.11, which, based on 48,074 million outstanding shares puts the company's value at the end of the quarter at approximately NOK 294 million.

When it was listed on 30 June 2008, the company had approximately 550 shareholders. At the end of the fourth quarter 2009, the company had 960 shareholders, the 20 biggest of which, combined, owned 79.47% of the company.

In 2009, 2,480 trades in the share were made via Oslo Bars, involving a total volume of 10.1 million shares. On 18 December, Bergen Group was moved up from OB Standard to OB Match as a result of increased trading in its shares (more than 10 trades per day).

SUBSCRIPTION RIGHTS:

In connection with the signing of new agreements with bond holders (described in detail in the interim report for Q2 2009), the general meeting on 30 June 2009 resolved to issue 4,855,352 subscription rights for shares with a redemption price of NOK 1.10. As of 31 December 2009, 2,192,902 subscription rights had been exercised. The remaining number of subscription rights at 31 December 2009 was 2,662,450 and they must be exercised by 13 August 2010.

AUTHORISATION OF THE BOARD FOR CAPITAL INCREASES:

On 30 June 2009, the general meeting renewed the board's authorisation to increase the share capital by up to 10,000,000 shares with a nominal value of NOK 1. The authorisation is valid until the next annual general meeting, which will be held by 30 June 2010 at the latest.

AUTHORISATION OF THE BOARD TO PURCHASE OWN SHARES:

Companies in the group own a total of 36,789 shares in Bergen Group, which is 0.08%. The Board is authorised by the general meeting to purchase own shares until the annual general meeting in 2010. The shares can be purchased in the interval between NOK 1 and NOK 100. The number of shares that can be purchased under this authorisation is limited to 10% of the total number of outstanding shares at the time of the decision. As of 31 December 2009, no shares had been purchased under this authorisation.

CHANGES IN THE ORGANISATION AND MANAGEMENT

At the general meeting on 30 June 2009, Anne-Gine Hestetun and Svein Milford were elected as members of the company's board of directors together with three new board members elected from among the company's employees. Hestetun took

BERGEN GROUP ANNUAL REPORT 2009

BERGEN GROUP BOARD OF DIRECTORS REPORT

the place on the board vacated by Torunn Stangeland while Milford replaced Sigurd Geir Amland. Svein Milford was also elected Deputy Chair of the Board.

There were no significant changes in the company's executive management in 2009.

QHSE – QUALITY, HEALTH, SAFETY AND THE ENVIRONMENT

The group has a zero injury/harm philosophy as regards QHSE. The goals are to prevent employees being injured or becoming ill as a result of their work, to ensure quality in our deliveries and to prevent harm to the natural environment.

QUALITY:

The group systematically and purposefully develops process-based quality systems within each division and company.

HEALTH:

The group had 1,850 permanent employees at 31 December 2009. In addition, the group had a corresponding number of hired personnel through subcontractors, mainly from countries in Eastern Europe. The workforce breaks down as follows between the divisions: Shipbuilding: 720 employees and 650 hired personnel, Maritime Services: 150 employees and 100 hired personnel, Offshore: 650 employees and 500 hired personnel, Technology: 330 employees and 300 hired personnel. The lost-time injury frequency (LTIF value) in 2009 was 7.02 for the group as a whole (the number of personal injuries resulting in absence per 1,000,000 hours worked). Sickness absence was 5.46% of total working hours. That is a slight increase on 2008, when the total sickness absence was 5.07%. The company works continuously to reduce sickness absence. No work accidents took place or were reported in 2009 that resulted in serious personal injury or serious material damage. The working environment is deemed to be good

ENVIRONMENT:

Bergen Group focuses continuously on potential environmental improvements relating to production processes and the use of alternative products and services. However, the company's activities have little impact on the natural environment. No accidents or mishaps were registered in 2009 that resulted in significant harmful environmental discharges. The company endeavours to use as little solvents, energy and water as possible. We use approved companies that ensure that hazardous waste is handled safely and in compliance with regulations. We focus on using less environmentally harmful products by raising awareness of the total environmental load over products' life cycle.

SAFETY:

The Company achieved good synergies already in 2009 through being a larger and more coherent group. The main emphasis is on cooperation between the companies and on exchanging knowledge, experience and expertise in order to reduce the risk involved in all the group's activities. Further work will be done in this area in the years ahead, and QHSE will be a natural part of our overall business strategy.

EQUALITY:

Bergen Group is dependent on having talented, experienced and qualified managers and employees. All employees are treated equally, irrespective of ethnic background, gender, religion or age – and they are offered equal opportunities for development and promotion to managerial positions. The overall proportion of women employees is 12%, and the overall percentage of permanent employees of nationalities other than Norwegian is around 15%. Women are largely employed in administrative jobs and engineering services. Four of the ten ordinary members of the group's board of directors are women. The salary level for women is the same as for men in corresponding positions. The group endeavours to recruit more women at all levels, but, historically, the industry has been characterised by a high proportion of men.

ALLOCATION OF PROFIT AND DIVIDEND

The group's profit after tax amounted to NOK 77.8 million. This breaks down between NOK 77.8 million for the majority and NOK 0.0 million for the minority.

The parent company's profit for the year was NOK 158.9 million, which will be transferred to other equity. The main reason for the profit is group contributions received from subsidiaries. After allocations, the company's distributable equity is NOK 346.2 million.

It is the company's goal to provide shareholders with a return in the form of dividend and appreciation in value that is at least on a par with alternative investments with comparable risk. Due to conditions in the Company's loan agreements there will not be paid out dividends for the financial year 2009.

PROSPECTS

Bergen Group operates in a market that is heavily influenced by the activity level in the oil and gas industry. Even though there is uncertainty attached to developments in the short term, prospects in the longer term are seen as fundamentally positive in the market segments within which Bergen Group operates. Bergen Group works continuously on measures that can help to improve the group's long-term growth capability, and this is expected to produce results when the market changes.

In the Offshore division, there is uncertainty relating to the level of expected new orders in the first half-year 2010, while an increase in activity is expected in the longer term. Maintenance, modifications and decommissioning represent a growing market in the offshore sector, and the development of offshore oil and gas deposits in the far north will provide new opportunities for the group in the longer term.

The turmoil in the international finance markets resulted in an unusually low number of new shipbuilding contracts at both Norwegian and foreign yards in 2009. Even though Bergen Group saw a reduction in its order books last year, this will not significantly affect the activity level in the Shipbuilding division in 2010. In shipbuilding, our challenge is mainly related to the activity level at Bergen Group Fosen in the fourth quarter 2010. Market signals indicate that both the offshore and RoPax segments show signs of improving, as indicated by the contract with Fjord Line in mid-March 2010.

For the other divisions, no material changes are expected in turnover in 2010 compared with 2009.

In light of this situation, the group maintains a strong focus on adapting to the market and activity level during the year. Bergen Group's goal is to maintain good profitability in 2010 even though the prevailing market situation will involve pressure on both margins and turnover in the short term. In the longer term, factors such as persistent strong demand for oil and gas, limited oil production capacity, more marginal fields and the increasing technological challenges involved in recovering the oil will result in expectations of an enduring high oil price. This boosts future growth expectations for Bergen Group, in both the offshore segment and the technology segment, as well as in maritime services and shipbuilding, where the group is to a large extent positioned in relation to the market for sophisticated offshore vessels.

In addition to ongoing restructuring measures, work continues on other opportunities, including diversification of ownership in the company's business areas. The group will also give greater consideration to opportunities for utilising the group's international expertise in its business areas with a view to entering new geographical markets.

BERGEN, 25 OF MARCH 2010

BERGEN GROUP ANNUAL REPORT 2009

40 FINANCIAL STATEMENTS GROUP
PROFIT AND LOSS ACCOUNT
NOTE
EIN 2009
EIN 2008

BERGEN
MAGNUS

Responsibility Statement regarding the Financial Statements Bergen Group 2009

We confirm, to the best of our knowledge, that the condensed set of financial statements for the period 1 January to 31 December 2009 has been prepared in accordance with IFRS, and gives a true and fair view of the Group's assets, liabilities, financial position and the financial result as a whole. We also confirm, to the best of our knowledge that the Board of directors' report gives a correct description of the result and position of the company, together with a description of the most important risks and uncertainties the company is facing.

Bergen, 25 of March 2010

The Board of Directors and CEO of Bergen Group ASA

Magnus Stangeland
Chairman

Svein Milford
Deputy Chairman

Gerlulv Lode
Board member

Rune Skarveland
Board member

Eli Sætersmoen
Board member

Anne-Gine Hestetun
Board member

Monica Salthella
Board member

Ingunn Flytør
Board member empl. repr.

Ove Iversen
Board member empl. repr.

Anne Vindenes
Board member empl. repr.

Pål Engebretsen
CEO

Sales revenues	4	5 106 849	3 739 930
Other operating revenues	4	1 411	1 948
Operating revenues		5 108 260	3 741 878
Cost of sale and changes in stock	14	2 906 935	2 286 660
Payroll expenses etc	5	1 353 815	967 174
Depreciation	8,9	176 758	79 413
Other operating expenses		431 678	297 001
Operating expenses		4 869 187	3 630 248
Operating profit / loss (EBIT)		239 073	111 630
Financial income	6	32 138	125 418
Financial expenses	6	112 777	218 553
Net financial items		-80 639	-93 135
Profit / loss before tax		158 434	18 495
Tax	7	80 599	-519
Profit / loss for the year		77 835	19 014
Other comprehensive income
Foreign currency translation differences for foreign operations		-311	-2 479
Other comprehensive income for the period, net of income tax		-311	-2 479
Total comprehensive income for the period		77 524	16 535
Profit attributable to:
Owners of the Company		77 754	19 121
Non-controlling interest		81	107
Profit for the period		77 835	19 014
Total comprehensive income attributable to:
Owners of the Company		77 443	19 121
Non-controlling interest		81	107
Total comprehensive income for the period		77 524	19 014
Average number of outstanding shares	19	46 564 637	43 123 903
Diluted, weighted average numbers of shares outstanding		49 138 014	43 123 903
Earnings per share (NOK)	19	1,67	0,44
Diluted earnings per share (NOK)		1,58	0,44

BERGEN GROUP ANNUAL REPORT 2009
BERGEN GROUP ANNUAL REPORT 2009

42
BALANCE SHEET
NOTE
INV 31.12.2009
INV 31.12.2008
BALANCE SHEET
NOTE
INV 31.12.2009
INV 31.12.2008

ASSETS
Intangible assets	8	1 256 365	1 374 248	Equity
Licence, patents and R&D	8	4 651	8 591	Share capital	18
Property, plant and equipment	9	881 790	829 193	Other paid-in equity
Investments in associates	11	17 078	27 085	Treasury shares
Other investments, including derivates	12	1 424	21 870	Share premium
Other non-current receivables	12,15	5 544	2 949	Retained earnings
Total non-current assets		2 166 853	2 263 936	Equity
Inventory	14	36 358	51 277	Minority interests
Other investments, including derivates	12		81 711
Trade debtors	15	336 155	466 198	Total equity
Work in progress	17	1 390 217	692 125	Bond loans	20,22
Other receivables	15	54 624	108 243	Loans	20,22
Cash and cash equivalents	16	453 515	249 929	Payments to employees
Total current assets		2 270 869	1 649 483	Deferred tax liabilities	13
Total assets		4 437 723	3 913 420	Other long term liabilities

EQUITY AND LIABILITIES
Equity
Share capital	18	48 074	45 881
Other paid-in equity		22 854
Treasury shares		-37	-95
Share premium		1 173 019	1 171 754
Retained earnings		260 902	198 330
Equity		1 504 812	1 415 870
Minority interests		241	160
Total equity		1 505 053	1 416 030
Bond loans	20,22		250 000
Loans	20,22	178 139	209 919
Payments to employees		10 464	6 934
Deferred tax liabilities	13	231 053	148 958
Other long term liabilities		297	17 213
Total non-current liabilities		419 954	633 024
Bond loans	20,22	611 214	361 500
Loans	20,22	153 211	68 791
Construction loans	20,22	849 196	376 127
Trade creditors and other payment obligations	21,22	397 175	574 539
Tax payable	7	-5 472	2 557
Deferred revenue	17,21	196 190	229 615
Other short term liabilities	21,22	311 201	251 236
Total current liabilities		2 512 715	1 864 365
Total liabilities		2 932 669	2 497 389
Total equity and liabilities		4 437 723	3 913 420

BERGEN, 25 OF MARCH 2010

BERGEN GROUP ANNUAL REPORT 2009
BERGEN GROUP ANNUAL REPORT 2009

44 CASH FLOW STATEMENT

NOTE

JAN 2009

JUN 2008

CHANGE IN EQUITY

(AMOUNT IN TNOK)

Operating result
Taxes paid
Depreciation and impairment
Trade debtors increase (decrease)
Trade creditors (increase) decrease
Other current accruals
Net cash flow from operating activities
Acquisition of tangible fixed assets
Disbursed long term investments
Net acquisition of shares and interests
Disbursed investments in bonds
Net cash from investing activities
Sale treasury shares
New interest bearing debt
Payment of interest bearing debt
Issue of new shares
Purchase treasury bonds
Net cash flow from financing activities
Net change in cash balances
Cash and cash equivalents as per 1.1
Cash and cash equivalents as per 31.12

	158 434	18 495
	2 557	25 671
176 758	79 413
130 043	-57 508
-119 170	127 101
-94 724	-439 601
253 898	-246 429
-111 731	-191 786
-	-94 354
-	213 163
-	-
-111 731	-72 977
763	13 730
84 271	127 657
-27 280	-110 571
3 663	9 702
61 418	40 518
203 586	-278 888
249 929	528 817
453 515	249 929
	Share capital	Share premium
---	---	---
Equity as at 01.01.2008	39 446	1 156 737
Reduction of share premium, adopted in 2007, implemented in 2008	-	-80 000
Sale treasury shares	-	-
Share issue	6 435	95 017
Net operating result	-	-
Effect of three-party merger with external counterparty	-	-
Other changes	-	-
Net changes 2008	6 435	15 017
Equity 31.12.2008	45 881	1 171 754
Equity 01.01.2009	45 881	1 171 754
Equity effect of warrants	-	-
Sale treasury shares	-	-
Share issue	2 193	219
Net operating result	-	-
Other changes	-	1 046
Net changes 2009	2 193	1 265
Equity 31.12.2009	48 074	1 173 019

BERGEN GROUP ANNUAL REPORT 2009

NOTES GROUP

BERGEN GROUP NOTES GROUP

NOTE 1 COMPANY INFORMATION

Bergen Group ASA is a public limited company based in Norway, and its head office is at Laksevåg in Bergen. Bergen Group is a maritime industrial group with main focus on the offshore industry and specialized vessels. The group has specialized competence within Shipbuilding, Maritime Service, Offshore and Technology. Bergen Group has 1,900 employees along the Norwegian coast, from Kirkenes in the north to Stavanger in the south. The group also has activities on Iceland, in Poland and Russia. Bergen Group ASA is listed on Oslo Børs with the ticker BERGEN. Bergen Group ASA was formed on 22 May 2007.

NOTE 2 ACCOUNTING PRINCIPLES AND ESTIMATES

2.1 DECLARATION OF CONFORMITY

The consolidated accounts have been submitted in accordance with EU approved International Financial Reporting Standards (IFRS) and associated interpretations, and also the additional Norwegian information requirement pursuant to the Norwegian Accounting Act, and that are applicable as at 31 December 2009.

The proposed annual accounts were adopted by the Board of Directors on 25 March 2010. The annual accounts will be dealt with by the Ordinary General Meeting before the end of June 2010 for final approval. Up until final approval, the Board of Directors has the authority to amend the annual accounts.

2.2 MEASUREMENT BASIS

The consolidated accounts have been prepared on the basis of the historical cost, with the exception of the following:

Derivates are measured at the fair value
Financial assets at the fair value in the profit and loss account are measured at the fair value.
Financial assets available for sale are measured at the fair value
Obligations associated with share-based payment schemes in cash settlements are measured at the fair value

2.3 FUNCTIONAL AND PRESENTATION CURRENCY

The consolidated accounts are presented in NOK, which is also the functional currency of the parent company. Financial information is stated in NOK thousands, unless otherwise specified.

2.4 ESTIMATES AND ASSESSMENTS

Preparation of the annual accounts in accordance with IFRS includes valuations, estimates and assumptions that influence both the choice of accounting principles applied and reported amounts for assets, obligations, income and expenses. During preparation of the annual accounts, the management has used estimates based on best judgement and assumptions that are considered to be realistic based on historical experience. Actual amounts may differ from estimated amounts.

Estimates and underlying assumptions are reviewed and assessed on an ongoing basis. Changes in accounting estimates are reported in the period in which the estimates are changed and in all future periods that are affected.

2.5 CONSOLIDATION PRINCIPLES

The consolidated accounts include the parent company Bergen Group ASA and subsidiaries and also the group's shares in associated companies and joint ventures. The parent company and the subsidiary are referred to collectively as "the group" and individually as "group companies".

Minority interests are included in the group's equity.

Transactions between group companies and inter-company balances, including internal profit and unrealized gains and losses, are eliminated. Unrealized gains that arise from transactions with associated companies are eliminated with the group's share in the associated company. The same applies to unrealized loss, but only if there are no indications of a impairment of the asset that has been sold internally. The consolidated accounts have been prepared on the assumption of uniform accounting principles for similar transactions and other events under similar circumstances.

2.5.1 Subsidiaries

A subsidiary is a company controlled by the group. There is control when the group has authority to manage the financial and operational decisions in a company for the purpose of achieving advantages from the company's activities. Control is usually achieved when the group owns, either directly or indirectly, more than 50% of the voting rights in the company, and that the group is able to exercise actual control of the company. Subsidiaries will be consolidated at the time when the control has been transferred to the group. Consolidation ends from the date the group no longer has control.

2.5.2 ASSOCIATED COMPANIES

Associated companies (AC) are companies where the group has controlling interest, but not control of financial and operational decisions. Controlling interest is assumed to exist when the group has between 20 and 50% of the voting rights and in which it has controlling interest. AC is included in the group accounts using the equity method. Investment in associated companies are recognized in the accounts using the equity method and are initially reported at the purchase cost. The investments include goodwill on takeover, less accumulated loss in the event off all in value.

The group accounts include the group's share of income, costs and equity movements, following translation to the group's accounting principles, from the time controlling interest was established and up until it ends. When the share of profit ex

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ceeds the book value of the investment, the book value of the investment is reduced to zero and reporting and further loss ends. This does not apply if the group has an obligation to or has made payments on behalf of the company.

2.5.3 JOINT VENTURES

Joint ventures are commercial operations regulated by an agreement between two or more parties giving them shared control of the operation. Participation in joint ventures is recognized according to the proportional consolidation. Under the gross method, the participants recognize their share of revenues, costs, assets and liabilities.

2.6 CLASSIFICATION OF ASSETS AND LIABILITIES

Assets are classified as current assets when:

the asset is part of the entity's service cycle and is expected to be realized or used during the course of the entity's normal production period;
the assets is held for trading;
the assets is expected to be realized within 12 months of the balance date;
the asset is cash or cash equivalents, but with the exception of when there are restrictions on exchanging or using to settle debt within 12 months of the balance sheet date.

All other assets are classified as fixed assets.

Liabilities are classified as current debt when:

the debt is part of the service cycle and is expected to be settled during the normal production period;
the debt is held for trading;
settlement within 12 months of the balance sheet date is agreed;
the entity does not have an unconditional right to postpone settlement of the debt until at least 12 months after the balance sheet date.

All other debt is classified as non-current.

2.7 CASH AND CASH EQUIVALENTS

Cash includes cash in hand and bank deposits. Cash equivalents are current liquid investments that can be converted immediately to cash, for an unknown amount, and that contain an insignificant element of risk.

2.8 TRADE DEBTORS

Trade debtors are recognized in the accounts at amortized cost. The element of risk is disregarded if it is insignificant. In the event of objective proof of impairment value, the difference between the book value and the present value of future cash flows is recognized as a loss, and discounted at the receivable's original effective interest rate.

2.9 CONSTRUCTION CONTRACTS IN PROGRESS

The book value of the construction contracts comprises uninvoiced amounts anticipated to be paid by customers for work carried out on the balance sheet date. The value is measured by taking the costs incurred plus a mark-up for reported earnings, less on-account invoiced amounts and reported loss. Incurred costs are costs directly attributable to the construction contracts, and also the share of fixed and variable joint costs in the construction business based on operational capacity.

Construction contracts in progress are presented as current receivables in the balance sheet. If payment from customers exceeds the reported income, the difference is presented in the balance sheet as deferred income.

2.10 PROPERTY, PLANT AND MACHINERY

Property, plant and machinery are valued at cost price less accumulated depreciation and impeachment losses. When assets are sold or disposed, the cost price and the accumulated depreciation is reversed in the accounts and any loss or gain from the disposal is recognized in the profit and loss account.

The cost price of property, plant and machinery is the purchase price, including taxes and direct acquisition costs associated with preparing the asset for use, such as repair and maintenance, will usually be expensed. If increased earnings can be demonstrated to have resulted from the repair / maintenance, the costs will be capitalized as additions.

The estimated economic life of the asset and the depreciation method are assessed annually to ensure that the method and the period used correspond to the financial reality of the fixed assets. The same applies to the scrap value.

Work in progress is classified as a fixed asset and is recognized in the profit and loss account as costs incurred in connection with the fixed assets. Work in progress is not depreciated until the asset has been put into use.

If tangible fixed assets have a higher book value than their fair value, they will be written down to their minimum fair value. This write-down may be reversed by up to an amount corresponding to the write-down, if the book value is lower than the fair value.

2.11 INTANGIBLE ASSETS

The cost of intangible assets acquired through acquisition is capitalized at fair value in the opening balance for the group. Capitalized intangible assets are recognized in the accounts at cost, less any depreciation and write-downs.

Internally generated intangible assets, with the exception of capitalized development costs, are not capitalized, but expensed as they arise.

The economic lifetime is either defined or not defined. Intangible assets with a defined lifetime are depreciated over the economic lifetime and are tested for write-down, if there are indications that this is required. The depreciation method and period are assessed at least once a year. Changes in the depreciation method and/or depreciation period are treated as estimate differences.

Intangible assets with an indefinite are tested for impairment at least once a year, either individually or as part of a cash-generating unit. Intangible assets with a defined lifetime are not depreciated. The lifetime is assessed annually to see whether the assumption of an undefined useful life is justified. If not, the change to a defined lifetime is treated on a prospective basis.

2.12 GOODWILL

Excess value resulting from acquisition of an enterprise that cannot be allocated to identifiable assets or liabilities on the date of acquisition is classified as goodwill in the balance sheet. As regards investments in associated companies, goodwill is included in the cost price of the investments.

The identifiable assets and liabilities on the transaction date are recognized in the accounts at their fair value on the transaction date. The minority share in identifiable assets and liabilities is calculated on the basis of the minority's share in the fair value of the identifiable assets and liabilities.

If further information about assets and liabilities on the transaction date comes to light after the acquisition, the assessment of fair value of assets and liabilities could be changed up to the initial accounts for a whole accounting period have been submitted.

Goodwill is not depreciated, but an annual assessment is made to evaluate whether the value can be justified in relation to future earnings. If there are any external indications of a fall in value, goodwill will be assessed at each closing of accounts. If there are indications that it is necessary to impairment losses of goodwill, an assessment will be made about whether the discounted cash flow relating to the goodwill exceeds the value of the goodwill recognized in the accounts. If the discounted cash flow is lower than the recognized value, goodwill will be written down to the fair value.

2.13 NEGATIVE GOODWILL

On transfer of an enterprise, negative goodwill is taken to income after re-identification and re-valuation of transferred assets and liabilities to ensure that negative goodwill is not due to an error in valuation of the assets or liabilities.

2.14 FINANCIAL LEASES

The group presents financial leases in the accounts as assets and liabilities, equal to the cost price of the asset or, if lower, the current value of the lease's cash flow. The implicit interest cost of the lease, if it can be determined, is used to assess the present value of the lease. If it cannot be determined, the company's marginal lending rate in the market is used. Direct costs associated with the lease are included in the cost price of the asset. Monthly lease amounts are broken down into an interest and a repayment element. The interest costs are allocated to different periods, so that the interest on the outstanding debt is the same in different periods.

The assets involved in financial leases are depreciated. The depreciation period is consistent for corresponding assets owned by the group. If there is no guarantee that the company will take over the asset on expiry of the lease, the asset is depreciated over the shorter of the period of term of the lease and the depreciation period for corresponding assets owned by the group.

2.15 OPERATIONAL LEASES

Leases where most of the risk lies with the lessor are classified as operational leases. Lease payments are classified as operating costs, and recognized in the profit and loss account over the term of the lease.

If a "sale and re-leasing" transaction results in an operational lease and it is clear that the transaction was carried out at fair value, any gain or loss will be recognized in the profit and loss account immediately when the transaction is carried out. If the sales price is lower than the fair value, any gain or loss will be recognized immediately, except in situations where it will lead to future lease payments below market price. In such cases, the gain or loss is amortized over the lease period. If the sales price is higher than the fair value, the difference is amortized over the estimated period of use of the asset.

2.16 CURRENCY

2.16.1 TRANSACTIONS IN FOREIGN CURRENCY

Transactions in foreign currency are translated into functional currency for the respective group companies using the exchange rate at the time of the transaction. Monetary items in foreign currency are translated to functional currency using the exchange rate on the balance sheet date. Currency gains and losses on money items are the difference between amortized cost in the functional currency at the beginning of the period, adjusted for effective interest and payments in the period, and amortized costs in foreign currency translated using the exchange rate on the balance sheet date.

Non-monetary items in foreign currency are valued at the fair value translated to the functional currency using the exchange rate at the time the fair value was determined.

Differences in exchange rates related to the translation are recognized in the profit and loss account, with the exception of differences that arise when translating equity instruments available for sale, financial obligations earmarked as security for a net investment in an overseas enterprise, and cash flow hedging that satisfies the criteria for hedging accounting. All these are reported directly in the equity.

2.16.2 OVERSEAS ENTERPRISES

Assets and liabilities in overseas enterprises, including goodwill and fair value adjustments in connection with acquisition, are translated to NOK using the exchange rate on the balance sheet date. Income and costs from overseas enterprises are translated to NOK using the average exchange rate.

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NOTES GROUP

BERGEN GROUP NOTES GROUP

Translation differences are reported in other income and costs.

2.17 INVENTORIES

Inventories are recognized in the accounts at the lower of the acquisition cost and net sales price. The net sales price is the estimated sales price in ordinary operations, less estimated costs relating to completion, marketing and distribution. The acquisition cost is assigned using the FIFO method and includes expenses incurred on acquisition of the goods and the costs of bringing the goods to their present state and location.

2.18 UNSECURED LIABILITIES AND ACCOUNTING PROVISIONS

Unsecured liabilities and accounting provisions are recognized in the accounts when, and only when, there is a valid claim (legal or expected) resulting from previous events and it is probable (more than 50%) that a settlement will take place as a result of this liability, and that the liability can be valued in a reliable manner. Unsecured liabilities and accounting provisions are assessed on each balance sheet date and the size of the recognized liability shall reflect the best estimate of the liability. When time is not important, the liability is recognized at the expected cost of redeeming the obligation. On the other hand, if time is of material importance to the amount of the liability, it is entered at the present value. Any increase in the liability due to time, is recognized in the profit and loss account as interest costs.

Contingent liabilities arising from acquisition of enterprises are recognized at fair value, even if the liability is improbable. Probability and fair value are assessed on an ongoing basis. Changes in fair value are recognized in the profit and loss account.

Provisions for loss-making contracts are recognized when the group's expected income from a contract is lower than the unavoidable costs incurred in order to meet its contractual obligations.

2.19 GUARANTEE LIABILITIES

Contractual guarantees of completion and guarantees in connection with advance payment from customers are furnished as part of Bergen Group's activities. Such guarantees usually involve a bank connection that issues the guarantee in relation to the customer. In some cases, guarantees have also been furnished by other companies in the group.

2.20 RISKS IN PROJECTS AND PROVISION FOR LOSS IN PROJECTS

Bergen Group's activities are mainly under long-term contracts, many of them fixed-price contracts with turnkey final delivery organized through agreements. Delays in connection with delivery or deviation from the agreed quality of the final delivery, in addition to increasing the direct costs of the projects, may mean that agreed contract values do not cover the costs allocated to the projects. If a project forecast indicates that a loss is possible, a provision is made for expected future loss on the project. The accounting assessment is made on the basis of previous experience, comparable projects and the best estimates of the management of Bergen Group. Such assessment may be subject to change from period to period, since the project forecast is changed. This means that the provision made may prove to be too small or too large when the time comes to settle the accounts.

2.21 OPERATING INCOME

2.21.1 CONSTRUCTION CONTRACTS

Work in progress associated with fixed-price contracts with a long production time is assessed according to the ongoing settlement method where carrying to income is carried out in step with the progress of the project, primarily based on a comparison of incurred and estimated total contract costs. Some companies in the group also use a specific assessment of the projects, based on physical degree of completion. The degree of completion is calculated as incurred costs as a percentage of expected total cost. The total cost is regularly re-assessed.

2.21.2 SALE OF GOODS

Income from sale of goods is valued at the fair value of the compensation received, net after deductions for VAT, returns, discounts and deductions. Sale of goods is recognized when:

most of the risk and advantages of owning the goods have been transferred
it is likely that the compensation will be recovered
associated costs and possible return of the goods can be reliably measured
there is no involvement in the goods as is usually associated with ownership
the income can be reliably measured

2.21.3 SERVICES

Income from supply of services is reported in the profit and loss account in accordance with the degree of completion of the transaction on the balance sheet date. The degree of completion is calculated on the basis of work completed.

2.22 INCOME TAX

The tax cost consists of tax payable and the change in deferred tax. Deferred tax liability / tax asset is calculated on the basis of all taxable temporary differences. Deferred tax asset is recognized in the accounts when it is likely that the company will have enough taxable income to be able to use the tax asset. Deferred tax and deferred tax asset are recognized regardless of when the differences will be reversed and recognized in the accounts and in principle are recognized at nominal value. Deferred tax / tax asset is valued on the basis of the expected future tax rate.

Both tax payable and deferred tax are recognized directly against equity if they are related to items recognized directly against equity.

2.23 FINANCIAL INSTRUMENTS

2.23.1 FINANCIAL ASSETS THAT ARE NOT DERIVATIVES

The group initially reports loans, receivables and deposits on the purchase date. All other financial assets (including assets earmarked at fair value in the profit and loss account) are initially reported on the agreement date, as the group is a party in the instrument's contractual provisions.

The group deducts a financial asset when the contractual rights to the cash flows from the asset expire, or when the group transfers the contractual rights in a transaction, where practically all the risk and return as a result of ownership of the financial asset is transferred. All rights and obligations created or retained in this type of transfer are reported separately as assets or obligations.

Financial assets and obligations are set off if the group has a legal right to set off the amounts and also intends either to settle these on a net basis or realize the asset and settle the obligation in one. If the amounts are set off, they are presented net in the balance sheet.

The group has the following non-derivative financial assets: financial assets that are kept to the due date, loans and receivables and also financial assets available for sale.

Financial assets held to maturity

If the group intends and is able to hold the obligations until maturity, this type of financial asset is classified as being "held to maturity". Financial assets held to maturity are initially reported at the fair value plus directly referable transaction costs. Following initial reporting, financial assets held to maturity are measured at the amortized cost using the effective interest method, less any loss due to fall in value. Sale or reclassification before maturity, of more than an insignificant amount of the investment to be held to maturity, will result in a reclassification of the remaining investments held to maturity to available for sale. This type of sale / reclassification will also prevent the group from classifying investments as "held to maturity" in the two subsequent financial years.

Loans and receivables

Loans and receivables are financial assets with payments that are fixed or may be fixed and that are not quoted in an active market. Loans and receivables are initially reported at the fair value plus directly referable transaction costs. Following initial reporting, the loans and receivables are measured at the amortized cost using the effective interest method less any loss due to fall in value.

Loans and receivables consist of trade debtors and other receivables, including receivables.

Cash and bank deposits, including deposits on special terms with due date within three months or less, are cash and cash equivalents. Cash credit is an important part of the group's liquidity management and is included as cash and cash equivalents in the cash flow statement.

Financial assets available for sale

Financial assets available for sale are non-derivative financial assets that are earmarked as available for sale and that are not classified in any of the other categories. The group's investments in equity instruments and certain debt instruments are classified as financial assets available for sale. Following initial reporting, the assets are measured at the fair value. Changes in the fair value are recognized under other income and costs and are presented as value adjustment reserves in the equity. This does not apply to loss due to fall in value (see note 2.17), and also foreign exchange differences on equity instruments available for sale (see note 3(b)(i)). When an investment is deducted, the accumulated gain or loss is transferred from other income and costs to the result.

2.23.2 FINANCIAL OBLIGATIONS THAT ARE NOT DERIVATIVES

The group initially reports bonded debt and non-priority liabilities on the issue date. All other financial liabilities (including liabilities earmarked at fair value in the profit and loss account) are initially recognized on the agreement date, as the group is a party in the instrument's contractual provisions.

The group deducts a financial liability when the contractual obligations have been met, cancelled or expired.

Financial assets and liabilities are set off if the group has a legal right to set off the amounts, and also intends either to settle these on a net basis or to realize the assets and settle the liability in one. In the event of set off, the amounts are presented net in the balance sheet.

The group has the following non-derivative financial liabilities: loans, cash credit, trade creditors and other liabilities.

Non-derivative financial liabilities are initially reported at fair value plus directly attributable transaction costs. Following initial reporting, the liabilities are measured at amortized cost using the effective interest method.

2.23.3 SHARE CAPITAL

Ordinary shares

Ordinary share are classified as equity. Costs directly attributable to issue of ordinary shares and share options are reported as a reduction of equity (share premium account) net after any tax.

Purchase of own shares

When the share capital recognized as equity is bought back, the compensation, including directly attributable costs, is recognized as a reduction in equity, net after tax. The purchased shares are classified as own shares, are presented separately and reduce the total equity. When own shares are sold, or re-issued, the amount received is recognized as an increase in equity

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BERGEN GROUP NOTES GROUP

and gain or loss resulting from the transaction is transferred to / from retained earnings.

Complex financial instruments

The group has issued convertible bonds, where the owner of the bond is entitled to require that these are converted to shares. The number of shares that can be issued is fixed, and does not vary with price fluctuation.

The debt component in the convertible bonds is measured at the fair value on initial reporting.

The fair value is assessed on the basis of an equivalent liability without the right of conversion. The equity component is the difference between the fair value of the whole instrument and the fair value of the debt component, and is recognized in equity. Directly attributable transaction costs are distributed proportionally based on the value at initial recognition.

Following initial reporting, the debt component is measured at the amortized cost using the effective interest method. The equity component is not re-measured after initial recognition.

Interest, dividend, loss and gains related to the liability are recognized in the profit and loss account. Distribution to the owners is recognized in the equity, net after tax.

2.23.4 FINANCIAL DERIVATIVES, INC. HEDGE ACCOUNTING

The group uses financial derivatives in the form of forward exchange contracts to hedge against exposure to currency risk. Currency risk mainly arises through operational activities in connection with construction contracts. Financial derivatives that do not qualify for hedge accounting under IAS 39, are reported as instruments held for sale.

Financial derivatives are recognized at their fair value and in subsequent valuations they are valued at the fair value. Change in the fair value in the form of loss/gain, are immediately recognized in the profit and loss account. When financial derivatives qualify for hedge accounting, treatment of loss / gain will depend on the type of hedging used. The fair value of forward exchange contracts has been defined as the forward exchange rate on the balance sheet date for currency futures that mature at the same time. The relationship between hedging instrument and hedging object is documented when the hedging relationship is established. The group's risk management strategy and goals are documented at the same time.

The effectiveness of the hedging relationship is continuously assessed, measured by the extent to which the fair value of the hedging instrument counteracts the change in fair value of the hedging object. The fair value of derivatives used in hedging is discussed in note 24.

Bergen Group earmarks currency futures to hedge changes in the fair value of off-balance sheet binding agreements in foreign currency. Changes in the fair value of hedging instruments are recognized in the profit and loss account. When an off-balance sheet binding agreement is point out as a hedging object, the subsequent accumulated change in the fair value of the binding agreement that can be attributed to currency risk, is presented in the balance sheet as assets or liabilities with associated profit or loss in the profit and loss account.

2.24 IMPAIRMENT LOSSES OF ASSETS

Assets that are valued at amortized costs are written down when it is likely that the company will not receive full settlement in accordance with contractual terms for loans, receivables or "hold until maturity" investments. Write-downs are recognized in the profit and loss account. Reversal of previous years' write-downs is initially reported when subsequent transactions mean that the causes of the write-down are no longer present. Reversal of write-downs is presented as income. Reversal of previous years' write-downs is only carried out until the book value equals the amount that would have existed if the previous write-down had not taken place.

Impairment losses of other assets is considered when there are indications of a fall in value. If the book value of the asset is higher than the recoverable amount, a impairment is entered in the profit and loss account. The recoverable amount is the higher of the fair value less expected sales costs and the present value on the basis of future use of the asset.

The fair value less expected sales costs is the amount that can be obtained through sale to an independent third party minus sales costs. The recoverable amount is decided separately for all assets, but - if this is possible - the recoverable amount is calculated together with the entity to which the asset belongs.

Impairment entered in the profit and loss accounts for previous periods are reversed when there is information indication that the write-down was unnecessary, or that the previously entered write-down amount was too high. No reversal will be made, however, if the balance sheet value will exceed what the balance sheet value would have been had normal depreciation been used.

2.25 SEGMENT REPORTING

A business segment is part of the group and conducts business that can generate income and costs, including income and costs from transactions with other segments in the group. All business segments' operating results are reviewed regularly by the group's CEO to evaluate these and also to allocate resources to them and where separate financial information is available.

The group operates in four business segments, Shipbuilding, Maritime Service (Marine service and vedlikehold), Offshore and Technology. The company also has a segment called Business Development, which includes companies outside the group's long-term core area. The activities are spread across several geographical areas: Norway and the North Sea, Russia and others.

2.26 CONTINGENT LIABILITIES:

Contingent liabilities are defined as:

(i) potential liabilities resulting from previous events, but whose existence depends on future events;

(ii) liabilities not recognized in the accounts because it is not likely that the liability will result in an outflow of resources;

(iii) liabilities that cannot be measured with a satisfactory degree of reliability.

Contingent liabilities are not recognized, with the exception of contingent liabilities stemming from the acquisition of enterprises. Material contingent liabilities are specified in the notes, except for contingent liabilities where the likelihood of existence is very low.

A contingent assets is not recognized in the accounts, but will be specified in the notes in the accounts if it is likely that the asset will devolve on the group.

2.27 EVENTS AFTER THE BALANCE SHEET DATE

New information about the group's positions on the balance sheet date has been taken into consideration in the accounts. Events after the balance sheet date, which do not affect the group's positions on the balance sheet date, but which have a material effect on future periods, are specified in the notes.

2.28 CASH FLOW STATEMENT

The cash flow statement shows the overall cash flow broken down by operations, investment and financial activities. The statement shows each activity's effect on the liquid assets. The cash flow statement is prepared in accordance with the indirect model.

2.29 EARNINGS PER SHARE

Earnings per share are calculated by dividing the majority's share of the profit / loss for the period by a time-weighted average of the number of ordinary shares for the period.

2.30 EMPLOYEE BENEFITS

2.30.1 PENSIONS

The group mainly has defined contribution pension schemes that are charged against income as contributions are made to the scheme.

Some group companies also have an early retirement scheme (AFP) in the LO-NHO area. The AFP scheme is considered to be a defined contribution pension scheme, as the scheme's administrator is not able to make the necessary calculation of obligations, assets and pension earnings for each member enterprise. Consequently, the premium and contributions will be charged against income as they arise. However, an obligation is calculated for employees who have chosen to take early retirement. These are defined as active AFPs and the obligation is equivalent to the employer's contribution in the period from when they take early retirement until they reach 67 years of age. The obligation is recognized in the consolidated accounts.

2.30.2 SEVERANCE PAY

Severance pay is recognized as a cost when the group is obliged to, and does not have any realistic chance to withdraw from a formal, detailed plan regarding the end of an employee's employment before the ordinary retirement age, or an offer of voluntary retirement. The latter is recognized as a cost if it is likely that the offer will be accepted and the number of acceptances can be reliably estimated. If the severance pay falls due more than 12 months after the reporting period, it is discounted to the fair value.

2.31 SHARE-BASED PAYMENT TRANSACTIONS

The fair value of the share-based payments assigned to the employees, is determined on the grant date and recognized in the accounts as a payroll costs, with an equivalent increase in equity. The amount is distributed over the period until the employees are given an unconditional right to the options. The expensed amount is adjusted to reflect the actual number of share options if the associated service and non-market conditions are expected to be met, so that the total expensed amount is based on the number of share options that meet the service and non-market conditions on the vesting date. Such conditions for share-based payment with non-vesting conditions are reflected the fair measurement of the fair value of the share-based payment on the grant date, and no adjustment of the expensed amount is made in the event of actual failure to meet such conditions. When settlement is to be made in cash (share appreciation rights), the fair value of the expected payment is recognized in the accounts as payroll costs, with an equivalent increase in equity. The cost is distributed over the vesting period up until the employee is given an unconditional right to payment. The obligation is re-assessed on each balance sheet date (reporting date) and on the settlement date. Changes in the fair value of the obligations are recognized as payroll costs in the profit and loss account. Share-based payment transactions where the company (enterprise) receives goods or services as payment for the company (enterprise's) own equity instrument is recognized in the accounts as share-based payment transactions with settlement in equity, regardless of how the company (enterprise) has acquired the equity instruments.

NEW ACCOUNTING PRINCIPLES

New and amended standards and interpretations that came into effect as at 1 January 2009.

The following new and amended standards and interpretations have been applied for the first time from 1 January 2009 and have effect on the consolidated accounts:

IFRS B Business segments introduces "the management approach" to segment reporting. IFRS B, requires that segment information is based on internal management reports to be followed up regularly by the group's Chief Operating Decision Maker in order to evaluate the performance of the segments and to allocate resources to them. In accordance with IFRS B,

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NOTES GROUP

BERGEN GROUP NOTES GROUP

segment information has been given for the following business segments:
- Shipbuilding
- Maritime Services
- Offshore
- Technology
- Business Development

In addition, segment information has been given based on the geographical areas in which the group has significant activity.

Amended IAS 1 Presentation of financial statements (2007) introduces the term "total comprehensive income", which is equivalent to the changes in equity in the period over and above changes associated with transactions with the owners carried out in their role as owner of the company. The total comprehensive income can either be presented in a combined statement, which includes both the profit and loss account and all changes in equity other than those relating to transactions with the owners (cf. above), or in a statement separate from the profit and loss account. Bergen Group has chosen to present the total comprehensive income in a combined statement.

Amended IAS 23 Borrowing costs removes the possibility of expensing borrowing costs that can be directly attributed to a qualifying asset. Borrowing costs must therefore be capitalized together with the acquisition cost on acquisition, construction or production of the qualifying asset. In accordance with the transitional regulations, an amended IAS 23 will be applied for the qualifying assets for which enters in the balance sheet of borrowing costs begins on 1 January 2009 or later. The amendment will therefore not involve correction of accounting figures for previous accounting periods in the consolidated annual accounts for 2009.

New and amended standards and interpretations have been applied for the first time from 1 January 2009, but have not material effect on the consolidated accounts.

Amendments to IAS 32 and IAS 1 - Financial instruments with redemption rights and liabilities resulting from winding-up require instruments with redemption right and instruments involving an obligation to deliver a portion of the entity's net assets to another party on liquidation, will be classified as equity if the given conditions are met.

Amendments to IFRS 2 Share-based payment clarifies the definition of vesting conditions, introduces the term non-vesting conditions, requires that non-vesting conditions are taken into consideration when calculating the fair value on the grant date and explains the accounting treatment of non-vesting conditions and cancellations.

Amendments from the project Improvements to IFRS (2008).

Other new and amended standards and interpretations that

came into effect from 1 January 2009 have not effected the consolidated accounts.

New and changed standards and interpretations that came into effect after 1 January 2009.

The following new and changed standards and interpretations came into effect after 1 January 2009 and have not been applied in the consolidated accounts for 2009:

IFRS 3R BUSINESS COMBINATIONS (2008)

The standard has the following amendments, which are expected to be relevant to the group's operations:
- The definition of business has been expanded. This will probably mean that more acquisition will be considered to be business combinations.
- Contingent compensation must be measured at the fair value. Subsequent changes to the compensation will be recognized in the profit and loss account.
- Transaction costs over and above share issue and borrowing costs will be expensed as these are arise.
- Any existing ownership interests in the acquire party on the date of acquisition will be measured at the fair value and the gain or loss will be recognized in the profit and loss account
- Any minority interests will, for each individual transaction, be measured either at fair value or the minority's proportionate share of identifiable assets and liabilities in the acquired enterprise

Amended IFRS 3, which is mandatory from and including 1 July 2009 and will be implemented in the consolidated accounts for 2010 without retroactive effect.

IAS 27R CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS (2008)

The standard requires that changes in holdings in a subsidiary, given that control of the subsidiary is to be maintained, must be recognized in the accounts as an equity transaction. When the group loses control of a subsidiary, any remaining holding in the former subsidiary must be measured at the fair value and the gain or loss must be recognized in the profit and loss account. The amendments to IAS 27, which are mandatory from and including 1 July 2009, are not expected to have a material effect on the consolidated accounts.

IFRS 1 INITIAL APPLICATION - AMENDED STANDARD

Effective from 1 July 2009

IAS 39 / IFRIC 9 BUILT-IN DERIVATIVES - AMENDMENTS

Effective from 30 June 2009

IFRIC 17 - DISTRIBUTION OF NON-CASH ASSETS TO OWNERS

Effective from 1 July 2009

IFRIC 18 - TRANSFER OF ASSETS FROM CUSTOMERS

Effective from 1 July 2009

The following new and amended standards and interpretations have been issued but have not been adopted yet:

IFRS 1 Initial application - amendments 1 January 2010

IFRS 2 Share-based payment - amendments 01.01.2010

IFRS 9 Financial instruments

IAS 24 Related party disclosures

IAS 32 Financial instruments presentation

IFRIC 14 - Rule for defined benefit pension assets - amendments 1 January 2011

IFRIC 19 - Extinguishing Financial Liabilities with Equity instruments - new interpretation 1 July 2010

Improvements to IFRS Varies, 1 January 2009 at the earliest.

NOTE 3 FINANCIAL RISK MANAGEMENT

OVERVIEW

The group is exposed to the following risks resulting from the use of financial instruments:
- credit risk
- liquidity risk
- market risk.

This note provides information about exposure to each of the above-mentioned risks as well as goals, principles and processes for measuring and managing risk, and the group's capital management. More quantitative information is included elsewhere in the consolidated accounts.

The board of directors has overall responsibility for establishing and monitoring the group's risk management framework. Risk management principles have been established in order to identify and analyse the risks to which the group is exposed, to stipulate limits on risk and pertaining control procedures, and to monitor risk and compliance with the limits. Risk management principles and systems are reviewed regularly to reflect changes in activities and market conditions.

CREDIT RISK

Credit risk is the risk of financial losses in the event that a customer or counterparty in a financial instrument is unable to meet its contractual obligations. Credit risk is usually the result of the group's receivables from customers. The group's exposure to credit risk is mainly the result of individual factors relating to each individual customer. The demographics of the customer base, including the risk of default of payment in the industry and the country in which the customers operate, have less influence on the credit risk. There is, however, no geographical concentration of credit risk.

The group's trade debtors consist of different customer groups

in the different segments. The customers of the Shipbuilding and Offshore divisions are primarily large shipping companies and oil companies, while Maritime Service's customers are shipping companies of all sizes. The Technology segment has different types of customers, but mostly related to shipbuilding and offshore shipyards.

The company has established guidelines for credit rating. This means that the creditworthiness of all new customers is assessed on an individual basis before the customer is offered the group's standard terms and conditions for delivery and payment.

Historically, losses on trade debtors have been limited.

Provisions are made for losses incurred relating to trade debtors, other receivables and investments. There are two types of provisions. One type relates to individual material factors with specific provisions. The other relates to groups of assets with similar risk characteristics where losses have been incurred, but have not been identified. Provisions are made on the basis of the payment history of similar financial assets.

INVESTMENTS

Credit risk exposure is limited since the company only invests in liquid securities with counterparties with satisfactory credit ratings. The strict credit rating requirements mean that the counterparty is expected to fulfil its obligations.

GUARANTEES

Financial guarantees are only furnished to wholly-owned subsidiaries, in addition to guarantees being furnished for sums of money received in connection with major projects.

LIQUIDITY RISK

Liquidity risk is the risk of the group not being able to meet its contractual obligations due to insufficient liquidity. Liquidity management shall as far as possible ensure that there is sufficient liquidity available to meet obligations as they fall due without incurring unacceptable losses or risk of damage to the group's reputation.

Activity-based estimates are used to calculate the costs of products and services. This helps to follow up cash flow requirements. See note 22 for more about the company's interest-bearing liabilities.

MARKET RISK

Market risk is the risk that fluctuations in market prices, e.g. exchange rates, the price of such raw materials as steel, and interest rates, will affect revenues or the value of financial instruments. Market risk management aims to ensure that risk exposure stays within the defined limits, while optimising the risk-adjusted return. Attempts should be made to secure major purchases in connection with projects as soon as possible after the final clarification of the project.

BERGEN GROUP ANNUAL REPORT 2009

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BERGEN GROUP NOTES GROUP

CURRENCY RISK

Bergen Group operates international activities, and is thus exposed to currency risk. Currency risk arises through ordinary future business transactions, capitalised receivables and liabilities, and through investments in foreign subsidiaries. Most foreign currency exposure resulting from ordinary future business transactions, capitalised receivables and liabilities is in USD, EUR, GBP and NOK, in addition to minor currency exposure in several other currencies.

Each operations entity and each project is instructed to hedge all foreign currency exposure as it arises through hedging transactions. Forward exchange contracts are used to hedge foreign currency exposure relating to future revenues and costs.

INTEREST RISK

The company does not normally hedge against changes in the interest rate. The majority of the company's borrowing is based on the three-month floating NIBOR interest rate plus a margin. The company's loan portfolio consists of bond loans, construction loans relating to ships and other loans.

After deduction of free liquid balances, the net debt excluding construction loans amounted to NOK 706 million, which represents an increase of NOK 357 million compared with 2007. The company's exposure to an increase in short, medium and long-term interest rates is primarily in NOK.

CAPITAL MANAGEMENT

The board of directors' goal is to maintain a strong capital base in order to preserve the confidence of investors, creditors and market, and to develop business activities. The return on capital is monitored by the board. Return on capital is defined as the operating profit/loss divided by the total equity. The board also monitors the level of dividends on ordinary shares. The group also trades in own shares, and the shares are mainly intended for use in connection with the share option programme. The share price influences the timing of these purchases. The group has no defined plan for the purchase of own shares.

NOTE 4 SEGMENT INFORMATION

BUSINESS SEGMENT

Bergen Group ASA operates in four segments in relation to strategic business areas. These are Shipbuilding, Maritime Services (marine service and maintenance), Offshore and Technology. In addition some companies are organised within the organisational unit Business Development.

GEOGRAPHICAL SEGMENT

The group divides the customers into geographical segments on the basis of the customers' nationality. The segments are Norway, Russia and Other.

NOTE 4 BUSINESS SEGMENT	Shipbuilding	Maritime Services	Offshore	Technology	Business development	Group elim. and others	Total
Operating revenue - external	2872453	317135	1343505	458541	116626	-	5108260
Operating revenue - internal	11902	6313	14291	231452	24958	-288916	0
Total Operating revenues	2884355	323448	1357796	689993	141584	-288916	5108260
Operating profit / loss EBITDA	233900	32706	102777	65880	-19432	-	415831
Depreciation	-15058	-7146	-15147	-2574	-5552	-	-45477
Dep./ write-downs of excess values and GW	-17885	-54030	-13282	-9084	-37000	-	-131281
Operating profit / loss EBIT	200957	-28470	74348	54222	-61984	0	239073
Net financial items	-16764	2646	-5426	6292	-3533	-63854	-80639
Profit / loss before tax	184193	-25824	68922	60514	-65517	-129371	158434
Assets	1895887	378724	563074	238441	72892	1288705	4437723
Equity	159344	191540	-81169	-27961	-15068	1278367	1505053
Liabilities	1736543	187184	644243	266402	87960	10337	2932669
Cash flow from operations	141696	25707	46605	20922	6582	12386	253888
Cash flow from inv. activities	-17103	-2156	-88650	-3821	0	-	-111731
Cash flow from finance	-12618	-8713	81613	-2528	0	3664	61418
Net cash flow	111975	14838	39568	14573	6582	16050	203585
NOTE 4 GEOGRAPHICAL SEGMENT	Norway and the North Sea	Russia	Other	Total
Operating revenues	3703678	40041	1364541	5108260
Assets	4264152	2584	170987	4437723

NOTE 5 SALARY, FEES, NUMBER OF EMPLOYEES ETC.

(AMOUNT IN T NOK)

	2009	2008
Salaries and holiday pay	942244	732498
Employer's Nat. Ins. contrib.	126154	108601
Pension expenses	31955	25000
Other payroll expenses	253462	101075
Total	1353815	967174
Average no. of employees	1925	1400

The total expenses for salary, pension premiums and other remuneration of the CEO and Vice Presidents for the Business areas in 2009 amounted to:

Payments to the CEO and Vice Presidents for the Business areas	Salary	Variable pay	Options (no.)
PBI Engelbretsen	3055	-	2250000
Kjetil Forland	1357	528	138250
Inge Tangerås	1379	396	138250
Søbjørn Madsen	1325	280	82950
	7116	1204
Payments to the CEO and Vice Presidents for the Business areas	Salary	Variable pay	Options (no.)
---	---	---	---
PBI Engelbretsen 19.09.08 - 31.12.08	842	-	-
Kjetil Forland 01.06.08 - 31.12.08	843	300	138250
Inge Tangerås	1238	40	138250
Søbjørn Madsen	980	150	82950
	3903	490

The CEO is entitled to free use of a car and free housing in Bergen in addition to his pay. In addition to ordinary defined contribution scheme the CEO is also entitled a yearly pension contribution of NOK 600 000. If the CEO is discharged by the Board he is entitled to receive a compensation of NOK 4 000 000. The CEO has a option agreement, with the right to 2 250 000 shares - see further description below. The CEO can be given notice by the age of 62 years, subject he is offered a new position within the company offering him 80% of the original salary. In 2009, took 6 725 including employers' national insurance contributions, has been charged as expenses related to the option agreement for the CEO.

No loans have been granted or security furnished for the CEO, board members, members of the group management or any other employees or their closely-related parties.

The retirement age is 65 years for the COE and 67 for the others in the group management.

The board has resolved a separate company guidelines for pay to executive personnel. They can be summed up as follows: The main principles for Bergen Group ASAs salary policy for managers are that executive personnel shall be offered conditions that are competitive when salary, payments in kind, bonuses and pension schemes are all taken into account. As a general rule, executive personnel can be given cash remuneration in addition to their basic salary (bonus), but this must be limited to a certain percentage of the basic salary and linked to the achievement of specific goals. Guidelines for awarding bonuses shall be decided by the board. Any bonuses to the CEO shall be stipulated by the board on the basis of a recommendation from the board's compensation committee.

BERGEN GROUP ANNUAL REPORT 2009

NOTES GROUP

BERGEN GROUP NOTES GROUP

NOTE 5 SALARY, FEES, NUMBER OF EMPLOYEES ETC. (CONTINUED)

(AVIDUNT IN TNOK)

Share-based payments to executive personnel

All options granted are settled as a physical settlement in shares. As of 31 Dec. 2009, the group has granted the following options to employees:

Date of granting	No. of awarded options	Pay-off criteria	Exercise price	Actual value when awarded	Expected volatility	Expiration date	Duration	Assumed dividend	Risk-free interest
1 October 2008	442 400	Permanent employee	NOK 31	12 000	78 %	1/10 2010	36 mths	0 %	4,80 %
19. august 2009	2 250 000	Permanent employee	NOK 5	7 965	70 %	31/12 2011	36 mths	0 %	2,94 %
Number of, and weighted average exercise price for share options	Weighted average exercise price	No of options
---	---	---
Exercisable as of 01.01.2009	NOK 31	294 933
Lapsed during the period	NOK 31	-
Exercised during the period	NOK 31	-
Granted during the period	NOK 9,27	1 794 933

Measurement of fair value of options granted to employees

The value of payments received from employees in return for options are measured at the fair value at the date when the option was granted using Black & Scholes.

	2009	2008
Fair value on the date when the option was granted	7 965	12 000
Share price on the granting date	NOK 7	NOK 31
Exercise price	NOK 5	NOK 31
Expected volatility	70,00 %	78,00 %
Term of the option	36 mths	36 mths
Assumed dividend	0,00 %	0,00 %
Risk-free interest	2,94 %	4,80 %

The estimated expected volatility is based on the historical volatility of comparable shares, since the company itself has a short history.

Fee to the auditor in 2009 has been charged as follows	Group	Parent company
Auditing	2 511	597
Miscellaneous related to auditing	-	-
Miscellaneous related to tax services	25	25
Other services	155	155
Total	2 691	777
All amounts excluding VAT

NOTE 6 FINANCIAL INCOME AND FINANCIAL EXPENSES

(AVIDUNT IN TNOK)

	2009	2008
Interest income	10 770	31 302
Currency gain	27 468	105 253
Return on investment in associated companies	-6 100	4 105
Currency loss	-7 339	-108 278
Interest cost on financial liabilities measured at amortized cost	-94 518	-96 088
Other financial expenses	-10 920	-29 429
Net financial items	-80 639	-93 135

NOTE 7 TAX

The tax expense in the profit and loss account reflects the tax expenses in the subsidiaries, and tax expenses related to depreciation of excess values. The Groups negative payable tax in 2009 is due to expected return of previous paid tax as a part of the "financial aid" from the government in connection with the financial crisis.

TAX PAYABLE	2009	2008
Tax payable for the year	-5 472	1 571
Adjustments from previous years	-	986
Total tax payable for the period	-5 472	2 557
Deferred tax liabilities	-	-
Changes in temporary differences	82 095	-2 845
Effects of temporary differences not previously recognised	3 976	-231
Total deferred tax liabilities	86 071	-3 076
Total tax expenses for the group	80 599	-519
RECONCILIATION OF EFFECTIVE TAX RATE		2009
---	---	---
Profit/loss after tax for the period		77 835
Total tax expenses		80 599
Profit/loss before tax		158 434
	2009
---	---	---
Tax at nominal tax rate	28,0 %	44 362
Permanent differences	23,4 %	37 122
Insufficient provision, previous years	-0,6 %	-885
Effect of unrecognised assets on deferred tax	n/a	-
Effect of acquisition-control date	n/a	-
Gain from purchase of own bonds	n/a
Effect of elimination of holdings in associated companies	n/a
Total tax expenses for the group	50,9 %	80 599

BERGEN GROUP ANNUAL REPORT 2009

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NOTE 8 INTANGIBLE ASSETS

(AVISUIT IN TASK)

	Development	Licences, patents etc	Goodwill	Customer relations	Customer contracts	Lease agreements	Total intangible assets
Acquisition cost 1 Jan. 2008	3 830	3 792	1 364 164	94 839	66 208	55 268	1 588 101
Additions 2008	-	2 232	19 836	-	5 499	-	27 567
Disposals 2008	-	-	-	-	-	-	-
Additions, acquisition and reallocation of excess values 2008	-	-	-190 582	42 000	17 000	-	-131 582
Akk. acquisition cost 31 Dec. 2008	3 830	6 024	1 193 418	136 839	88 707	55 268	1 484 086
Akk. depreciation as of 1 Jan. 2008	-	-	-	8 925	57 824	747	67 496
Akk. depreciation for the year 2008	805	458	-	17 477	13 353	1 658	33 751
Akk depreciation 31 Dec. 2008	805	458	-	26 402	71 177	2 405	101 247
Book value 31 Dec. 2008	3 025	5 566	1 193 418	110 437	17 530	52 863	1 382 839
Acquisition cost 1 Jan. 2009	3 830	6 024	1 193 418	136 839	88 707	55 268	1 484 086
Additions 2009	-	-	-	-	-	-	-
Disposals 2009	-	-1 259	-	-	-	-	-1 259
Akk acquisition cost 31 Dec. 2009	3 830	4 765	1 193 418	136 839	88 707	55 268	1 482 827
Akk. depreciation as of 1 Jan. 2009	805	458	-	26 402	71 177	2 405	101 247
Depreciation for the year 2009	2 383	298	-	17 478	11 747	1 658	33 564
Write-downs for 2009	-	-	87 000	-	-	-	87 000
Akk. Depreciation and write-downs 31 Dec. 2009	3 188	756	87 000	43 880	82 924	4 063	221 811
Book value 31 Dec. 2009	642	4 009	1 106 418	92 959	5 783	51 205	1 261 016

ALLOCATION OF GOODWILL

	2009	2008
Shipbuilding	312 000	324 429
Maritime services	146 421	171 214
Offshore	456 217	456 217
Technology	184 688	241 557
Business development	7 092	*
Sum	1 106 418	1 193 417

*Excess values related to the segment Business Development for 2008 with the identical allocation as in 2009 would have been 44 667.

Cash flow-generating units

Bergen Group's goodwill originates from several acquisitions in 2007 and 2008. The management will follow up recoverable amounts per identified cash-flow generating units (CGU). Shipbuilding, Maritime Services and Offshore are defined as separate CGU. In the segments Technology and Business Development each subsidiary is defined as one CGU.

Determination of recoverable amount

Value in use, is used to find the recoverable amount. The calculations are based on future cash flows where budgets and strategically goals for the period 2010-2014 are used. The periods after 2014 no growth is used. Present value is calculated by using discounted cash flows where the weighed average cost of capital (WACC) is between 9.3% and 10.8% after tax. WACC is based on risk free rate at 4.1%, marked share premium at 5%, cost of loans at 7.75% and based on an equity/debt ratio at 1.

SENSITIVITY ANALYSIS

If the company changes the expected cash flows with 10% or increases used WACC with 10%, the company does not need to perform any additional write-downs related to the Goodwill, except for the segment Maritime Services and Bergen Group Intech. For the CGU Maritime Service it would have resulted in an write-down of additional NOK 38 million and for the CGU Bergen Group Intech NOK 5 million.

RECOGNIZING OF IMPAIRMENT LOSS (WRITE DOWN)

It is recognized a total impairment loss of NOK 87 million. It relates to the segment Maritime Service with NOK 50 million. Further it is recognized an write down of Bergen Group RIsnes with NOK 19 million and Bergen Group Intech with NOK 18 million. Both companies are included in the segment Business Development. The write-down is done due to changed market expectations. The write-down of the goodwill related to the companies in Business Development is based on historical performance and reduced expectations which not reflected our goals.

NOTE 9 TANGIBLE FIXED ASSETS

	Land, buildings and quays	Plant and equipment	Operating equipment, fixtures and fittings	Total
Acquisition cost 1 Jan. 2008	109 390	92 605	77 411	279 406
Additions 2008	156 660	15 505	19 621	191 786
Additions, acquisition and reallocation of excess values 2008	434 354	1 110	1 019	436 483
Disposals 2008	8 279	12 347	778	21 404
Translation differences
Acquisition cost 31 Dec. 2008	692 125	96 873	97 273	886 271
Acc. depreciation as of 1 Jan. 2008	2 797	7 693	3 396	13 886
Acc. depreciation for the year 2008	13 800	18 173	13 689	45 662
Acc. disposal depreciations during 2008	1 422	885	164	2 471
Akk depreciation 31 Dec. 2008	15 175	24 981	16 921	57 077
Write-downs as of 1 Jan. 2008	-	-	-	-
Write-downs in 2008	-	-	-	-
Depreciation 31 Dec. 2008	-	-	-	-
Book value 31 Dec. 2008	676 950	71 891	80 352	829 193
Additions 2009	80 820	16 394	15 405	112 619
Disposals 2009	-	655	233	888
Translation differences	-3 518	578	-	-2 940
Acc. acquisition cost 31 Dec. 2009	769 427	113 190	112 445	995 062
Acc. depreciation as of 1 Jan. 2009	15 175	24 981	16 921	57 077
Depreciation for the year 2009	25 982	19 250	10 962	56 194
Acc. disposal depreciations during 2009	-	-	-	-
Acc. depreciation 31 Dec. 2009	41 157	44 231	27 883	113 271
Write-downs as of 1 Jan. 2009	-	-	-	-
Write-downs in 2009	-	-	-	-
Acc write-downs 31 Dec. 2009	-	-	-	-
Book value 31 Dec. 2009	728 270	68 958	84 562	881 790
Depreciation rates	0-5%	10-33%	10-33%
Depreciation plan	Linear	Linear	Linear

60
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61

62
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NOTE 10 OPERATIONAL LEASES

(AMOUNT IN TWIK)

Operational lease agreements:

Operational leases includes mainly operational leasing of property and offices. In addition there are some operational leasing related to cars, copiers and other smaller equipment.

TOTAL LEASE LIABILITIES OPERATIONAL LEASES THAT CANNOT BE TERMINATED	2009	2008
Leases that expire within one year	18 445	19 079
Leases that expire in one to five years	35 863	68 018
Leases that expire in more than five years	6 171	3 133

NOTE 11 INVESTMENTS IN ASSOCIATED COMPANIES AND JOINT VENTURES

Associated companies	Owner	Registered office	Holding and votes	Holding and votes	Profit/loss for the year (comp. reg.)	Assets	Liabilities	Book value
Altech Norway*	BG Technology	Norge	33,00%	-18 000	-22 200	7 245	25 245	-
Altech Island*	BG Technology	Island	33,00%	1 864	-60	3 087	1 223	615
Elpro Industrier AS*	BG Fosen Industrier AS	Norge	20,83%	30 242	13 673	75 116	44 874	6 299
Harøytangen AS*	BG Offshore	Norge	50,00%	20 329	731	24 304	3 975	10 164
Sum**								17 078

*The companies has not yet completed their final financial statement.

NOTE 12 OTHER INVESTMENTS

FIXED ASSETS	2009	2008
Investments held until maturity	-	21 870
Financial assets at fair value in the profit and loss account	-	-
Financial assets available for sale	6 968	2 949
Derivatives earmarked as hedging instruments	-	-
Total	6 968	24 819
CURRENT ASSETS	2009	2008
---	---	---
Investments held for sale	-	-
Derivatives	-	-
Financial assets held for sale	-	-
Derivatives earmarked as hedging instruments	-	81 711
Total	-	81 711

(AMOUNT IN TWIK)

NOTE 13 ASSETS AND LIABILITIES RELATED TO DEFERRED TAX

(AMOUNT IN TWIK)

DEFERRED TAX LIABILITIES NOT INCLUDED IN THE CALCULATION

At the end of the year there are temporary differences relating to the subsidiary Bergen Group Kimek AS of total NOK 23 million. NOK 6 million of this was taken into account in the calculation of the deferred tax asset entered in the balance sheet. NOK 17 million has not been included in the basis. This is due to the fact that the temporary differences are related to property, plant and equipment which cannot be utilised within a reasonable periode of time. The criteria for recognising the asset in the accounts were therefore not deemed to have been met as of 31 Dec. 2009.

Net deferred tax for the group amounts to NOK 231 million.

RECOGNISED DEFERRED TAX LIABILITIES

Assets and liabilities relating to deferred tax are related to the following:

	31-12-08	Rec. in prof/ loss acc.	Rec. in equity	31.12.2009
Avsetninger	-28 546	9 904	-	-18 642
Current assets	232 620	217 769	-	450 389
Long term and short term interest bearing debt	-	4 903	-	4 903
Provisions	-	-28 714	-	-28 714
Pension commitments	-	3 618	-	3 618
Guarantee liabilities	-	-43 297	-	-43 297
Other changes	-3 035	11 274	5 343	13 582
Excess values	588 630	-45 837	-	542 793
Loss carried forward	-257 676	158 234	-	-99 442
Total basis related to deferred tax	531 993	287 854	5 343	825 190
Deferred tax in the accounts	148 958	80 599	1 496	231 053

NOTE 14 STOCKS

	2009	2008
Stocks on 31 Dec.	36 358	5 1 277
Depreciation of stocks as of 31 Dec.	-	-

NOTE 15 TRADE DEBTOR AND OTHER RECEIVABLES

TOTAL LEASE LIABILITIES OPERATIONAL LEASES THAT CANNOT BE TERMINATED	2009	2008
Trade debtors at nominal value	358 394	472 138
Provision for bad debt	22 239	5 940
Total trade debtors as of 31 Dec.	336 155	466 198

62
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63

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NOTE 15 TRADE DEBTOR AND OTHER RECEIVABLES (CONTINUED)

(AMOUNT IN TNOK)

TOTAL LEASE LIABILITIES OPERATIONAL LEASES THAT CANNOT BE TERMINATED

Receivables from closely-related parties	439	40
Loans to employees	1 103	6 295
Indirect taxes due
Costs paid in advance	9 774	1 441
Lendings and receivables	745	-
Other short-term receivables	42 563	100 467
Total other short-term receivables as of 31 Dec.	54 624	108 243

OTHER SHORT-TERM RECEIVABLES

Long-term receivables from related parties	-	-
Other long-term receivables	10 635	2 949
Total other long-term receivables as of 31 Dec.	10 635	2 949

NOTE 16 LIQUID ASSETS

Cash and cash equivalents breaks down as follows:

Cash and bank deposits	453 515	249 929
Total cash and cash equivalents	453 515	249 929
Of which restricted funds in blocked accounts as of 31 Dec.	57 155	65 983
Restricted funds consist of:
Tax withholding accounts	38 367	26 026
Security furnished to customers for payment in advance	18 788	39 957

NOTE 17 CONSTRUCTION CONTRACTS

(AMOUNT IN TNOK)

The activities in parts of the group's segments involve completion of contracts with customers. The order backlog represents the company's obligation to deliver goods that have not yet been delivered, as well as entitle Bergen Group to deliver at the agreed time and price. If the costs of a project exceed the income, the loss is expensed immediately. A summary of the information follows below:

Operating revenues consists of:	Shipbuilding	Maritime Services	Offshore	Technology	Business Development	Elimination	Total
Order backlog as of 31.12.2008	5 718 344	52 698	461 997	650 140	91 030	-163 367	6 810 842
New orders in 2009* (unaudited)	772 585	316 776	1 154 107	483 003	64 029	-265 708	2 524 792
Contract-related revenue recognized during the period	2 884 355	323 448	1 357 796	689 993	141 584	-288 916	5 108 260
Order backlog as of 31.12.2009 (unaudited)	3 606 574	46 026	258 308	443 150	13 475	-140 159	4 227 374
Contract-related revenue recognized during the period**	2 884 355	323 448	1 357 796	689 993	141 584	-288 916	5 108 260
Contract costs during the period***	2 650 455	290 742	1 255 019	624 113	161 016	-288 916	4 692 429
Expected losses on projects recognised during the period	-	-	-	-	-	-	-
Project result (EBITDA)	233 900	32 706	102 777	65 880	-19 432	-	415 831
Other financial information as of 31.12.2009	Shipbuilding	Maritime Services	Offshore	Technology	Business Development	Elimination	Total
---	---	---	---	---	---	---	---
Gross outstanding amounts from customers on projects	1 218 922	8 885	63 429	92 515	6 464	-	1 390 217
Gross outstanding amounts to customers on projects	189 602	3 409	-	3 178	-	-	196 189

NOTE 18 SHARE CAPITAL AND SHAREHOLDER INFORMATION

SHARE CAPITAL: On 31 Dec. 2009, the share capital of Bergen Group ASA was NOK 48 074 296, divided between equal number of shares each of par value of NOK 1.00. In 2009 there has been issued 2 192 902 new shares. All new shares issued are from warrants exercised.

LIST OF SHAREHOLDERS: The following is a list of the 20 largest shareholders of Bergen Group and shares owned by executive personnel and board members, including shares owned by their closely-related persons and companies, as of 31 December 2008.

BERGEN GROUP ANNUAL REPORT 2009

66
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NOTE 18 SHARE CAPITAL AND SHAREHOLDER INFORMATION (CONTINUED)

(AMOUNT IN TWK)

SHAREHOLDERS AS OF 31 DECEMBER 2009	NO. OF SHARES	HOLDING
STANGELAND INVESTMENTS AS	20 379 014	42,39%
EIKESTØ AS	2 507 348	5,22%
FURENESET INVEST A/S	2 020 686	4,20%
ODIN OFFSHORE	1 551 000	3,23%
ROS HOLDING AS	1 436 841	2,99%
MAY INVEST A/S	989 981	2,06%
DET NORDENFJELDSKE DAMPSKIPSSELSKA	989 010	2,06%
RBC DEXIA INVESTOR SERVICES TRUST	887 000	1,85%
SØR-VARANGER INVEST AS	846 774	1,76%
SKANDINAVISKA ENSKILDA BANKEN	796 000	1,66%
KANABUS AS	710 962	1,48%
CITIBANK N.A. (LONDON BRANCH)	667 696	1,39%
CITIBANK N.A. NEW YORK BRANCH	649 043	1,35%
DNB NOR NAVIGATOR	626 561	1,30%
BERGER BRUKTOMSSETNING AS	600 000	1,25%
KLP LA AKSJER	570 200	1,19%
OCEAN PARTNERS AS	494 505	1,03%
BERNHD. BREKKE AS	494 505	1,03%
FOSEN OFFSHORE AS	494 505	1,03%
G.H.EENDOM AS	494 505	1,03%
Total shares owned by 20 largest shareholders	38 206 136	79,47%
Other shareholders	9 868 160	20,53%
Total shares 31.12.2009	48 074 296	100,00%
SHAREHOLDERS AS OF 31 DECEMBER 2009
---	---	---
Magnus Stangeland	Chairman	Shares on 31 Dec. 2009
		owned by Stangeland Investment
		Shares on 31 Dec. 2009 owned by Flyfisk AS
		Warrants on 31 Dec. 2009 owned by Flyfisk AS
Svein Milford	Deputy chairman	Shares on 31 Dec 2009
Geirulv Lode	Board member	Shares on 31 Dec 2009
Rune Skarveland	Board member	Shares on 31 Dec 2009 owned by Eikesta AS
		Warrants on 31 Dec. 2009 owned by Eikesta AS
Eli Sætersmoen	Board member	Shares on 31 Dec 2009
Anne Gine Hestetun	Board member	Shares on 31 Dec 2009
Monica Siv Salthella	Board member	Shares on 31 Dec 2009
Oddvar Stangeland	Deputy board member	Shares on 31 Dec 2009 owned by Kanabus AS
PBI Øyvind Engelnetsen	CEO	Shares on 31 Dec 2009 owned by Complex AS
Ingunn Flyter	Board member*	Shares on 31 Dec 2009
Ove Iversen	Board member*	Shares on 31 Dec 2009
Anne Vindenes	Board member*	Shares on 31 Dec 2009
	*elected by the employees
Total shares owned by board member and their closely-related parties and executive personnel

Stangeland investment AS is owned by parties closely related to Magnus Stangeland.
Magnus Stangeland is chairman of the boards of both Bergen Group ASA and Stangeland Investment AS.

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NOTE 19 EARNINGS PER SHARE (NOK)

(AMOUNT IN TWK)

BASIS FOR CALCULATION OF EARNINGS PER SHARE	2009	2008
Profit/loss for the year after minority interests	77 835	19 014
Average outstanding shares	46 564 637	43 123 903
Diluted, weighted average number of shares*	49 138 014	43 123 903
Earnings per share for shareholders in the parent company based on avg no. of shares outstanding (NOK)	1,67	0,44
Earnings per share for shareholders in the parent company based on diluted, weighted avg no. of shares outstanding (NOK)	1,58	0,44

Diluted, weighted average number of shares includes, in addition to ordinary shares, warrants, and options issued to senior management, and are expected to be settled by the issue of new shares.

NOTE 20 INTEREST BEARING DEBT

BOND LOANS

Bergen Group ASA has four bond loans that fall due on 12 August 2010. The trustee for the bond owners is Norsk Tillitsmann ASA and DnB NOR ASA is the registrar. The bond loans are not listed.

Interest	Call price	Booked value
3 mnd NIBOR + 800 bps	108%	198 015
3 mnd NIBOR + 800 bps	100%	162 489
3 mnd NIBOR + 500 bps	104%	147 214
3 mnd NIBOR + 500 bps	100%	103 496
Total		611 214

(Bergen Group ASA owns 38,5 million)
(3 645 267 subscription rights were issued at subscription rate NOK kr.1.10 pr share)
(1 210 085 subscription rights were issued at subscription rate NOK kr.1.10 pr share)

All bond loans' interest rates are adjusted quarterly. The security furnished for two of the loans (ISIN NO 001 039550.2 and NO 001 052189.1) consists of the shares in Bergen Group Rosenberg. Bergen Group owns 38,5 million in the loan with nominal value 230 million. The security furnished for the loans (ISIN NO 001 037936.5 and NO 001052190.9) consists of the shares in the companies Bergen Group Shipbuilding, Bergen Group Maritime Services, Bergen Group Offshore, Bergen Group Technology, Bergen Group Solo, Bergen Group Vest Elektro and Bergen Group BSM.

Covenants relating to the bond loans require that the group's book equity shall not be less than 30% of the total capital.

CONSTRUCTION LOANS

The group has taken up construction loans in connection with newbuilds. For these loans, the bank's security is the ship, and the bank makes disbursements within a given framework as the projects progress. The group has secured financing for all ships built with financing from a bank in the group's two main shipbuilding banks, Sparebanken Vest and Sparebank 1 Midt-Norge. GIEK furnishes a 50 per cent guarantee for all loans granted for construction loan financing. Interest costs relating to these loans are presented under costs of sale. Construction loans are defined as short-term debt, since they are part of the production cycle.

See note 22 for information about interest, currency and liquidity risk.

OTHER LOANS

In addition to the bond loans, the group has several small long-term loans in different subsidiaries. There are various mortgage loans for which the local companies have furnished security in the form of receivables, stock etc. The terms of the loans vary, but are normally in the interval NIBOR + 100-300 bp

FINANCIAL LEASING AGREEMENTS:

The group's assets covered by financial leases include the foundations for buildings, accommodation rigs, quays and machinery and operating equipment. In addition to lease payments, the group also has liabilities relating to maintenance and insurance of the assets.

68 NOTES GROUP
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NOTE20 INTEREST BEARING DEBT (CONTINUED)

(AMOUNT IN TNOK)

OVERVIEW OF INTEREST-BEARING DEBT				LONG-TERM	SHORT-TERM
Bond loans					611 214
Debt to credit institutions, including leasing debt				142 854	143 030
Other long-term debt				35 286	10 181
Construction loans				-	849 196
Total interest bearing debt				178 139	1 613 622
INSTALMENT PROFILE, LONG-TERM DEBT	2011	2012	2013	2014	2015 =>
---	---	---	---	---	---
Debt to credit institutions, including leasing debt	29 569	28 571	25 921	20 812	37 981
Other long-term debt	13 239	6 996	4 096	4 096	6 859
Total instalments*	42 808	35 567	30 017	24 908	44 840

Instalments on long-term debt that falls due in 2010 are classified under short-term liabilities in the balance sheet, and are therefore not included in the sum above.

LIABILITIES SECURED BY MORTGAGES	2009	2008
Bond loans with shares as security	611 214	611 500
Debt with assets as security	319 612	254 308
Debt with ships under construction as security	849 196	376 127
Unsecured debt	11 739	24 402
Total debt	1 791 761	1 266 337
Average interest rate	10,03 %	10,79 %

NOTE 21 EARNINGS PER SHARE (NOK)

See note 15 for an overview of short-term interest-bearing liabilities.

SPECIFICATION OF OTHER SHORT TERM LIABILITIES	2009	2008
Trade creditors	348 415	467 585
Tax payable	-5 472	2 557
Indirect taxes due	48 760	106 954
Invoiced, un-earned and advance payments from customers	196 190	229 615
Other short-term liabilities	311 201	266 949
Total other short term liabilities	899 094	1 073 660

NOTE 22 FINANCIAL INSTRUMENTS

(AMOUNT IN TNOK)

INSTALMENT PROFILE, LONG-TERM DEBT	Note	2009		2008
		Assets	Liabilities	Assets	Liabilities
Cash and cash equivalents	16	453 515	-	249 929	-
Other investments, including derivatives		-		-	-
Short-term financial assets at fair value recognised in the profit and loss account		-		-	-
Other investments		-		-	-
Long-term financial assets available for sale:		-		-	-
Other long-term receivables	12	6 968	-	2 949	-
Other short-term receivables	15	54 624	-	108 243	-
Trade debtors	15	336 155	-	466 198	-
Long-term interest-bearing loans	20	-	178 139	-	209 919
Bond loans, of which 361,500 short-term	20	-	611 214	-	611 500
Other long-term liabilities		-	297	-	17 213
Trade creditors and other payment obligations	21	-	397 175	-	574 539
Short-term interest-bearing loans	21	-	153 211	-	68 791
Total Lendings and receivables, and liabilities at amortised cost		851 262	1 340 037	827 319	1 481 962

STIPULATION OF FAIR VALUE AND COMPARISON OF FAIR VALUE AND BOOK VALUE

CASH AND CASH EQUIVALENTS:

Book values have been estimated to be equivalent to fair value for cash and cash equivalents.

SHORT-TERM FINANCIAL ASSETS AT FAIR VALUE RECOGNISED IN THE PROFIT AND LOSS ACCOUNT:

Short-term financial instruments at fair value in the profit and loss account are recognised at fair value.

LONG-TERM FINANCIAL ASSETS AVAILABLE FOR SALE:

Long-term financial assets available for sale are recognised at historical cost.

LENDINGS AND RECEIVABLES, AND LIABILITIES AT AMORTISED COST:

Lendings and receivables and liabilities are recognised at amortised cost on the basis of an effective interest method. Book values are assumed to be a good estimate of the fair value of financial instruments short-term receivables and liabilities. The exception from this rule is bond loans classified as short-term liabilities. Short-term bond loans and long-term loans are listed in the table below, with specific sums given for the estimated fair value:

FAIR VALUE OF INTEREST BEARING DEBT	BOOK VALUE	FAIR VALUE
Bond loans 1)	611 214	518 525
Construction loans	849 196	849 196
Other interest-bearing loans	153 211	153 211
Total short-term interest bearing debt	1 613 622	1 520 932
Bond loans 1)
Interest-bearing loans	178 139	178 139
Total long-term interest bearing debt	178 139	178 139

1) The fair value of the bond loans is based on tax assessment rates from www.stamdata.no as of 1. January 2010.

68 BERGEN GROUP ANNUAL REPORT 2009
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NOTES 22 FINANCIAL INSTRUMENTS (CONTINUED)

	NOTE	2009	2008
Financial assets at fair value in the profit and loss account 14	-	-	-
Financial assets available for sale 14	-	-	-
Investments held until maturity
Lendings and receivables	17	397 747	577 390
Cash and cash equivalents	18	453 515	249 929
Total amount exposed for credit risk		851 262	827 319
Loss from reduction in value	Gross	Provisions for	Gross
---	---	---	---
The maturity profile of trade debtors as of 31 Dec	2009	loss 2009	2008
Net fallen due	188 120	-	246 375
Due in 0-30 days	67 837	-	136 380
Due in 31-120 days	48 623	-2 310	49 730
Due in 121-360 days	35 338	-6 689	33 713
Due in > 1 year	11 796	-6 560
Total	351 714	-15 559	466 198
	2009	2008
---	---	---
Provisions for loss 01.01.	-5 940	-6 800
Increased provisions for loss	-9 619	860
Provisions for loss 31.12	-15 559	-5 940

LIQUIDITY RISK

Maturity pursuant to contracts for financial liabilities, including payment of interest and without the effect of settlement arrangements:

31. DECEMBER 2009Non-derivative financial liabilities	Book amount	Contractual cash flows	6 months or less	6-12 mth.	1 - 2 years	2 - 5 years	More than 2 - 5 years
Mortgage loans	237 779	237 779	71 515	71 515	37 849	47 449	9 451
Secured bonds	611 124	632 640	-	632 640	-	-	-
Financial leases	48 105	48 105	5 073	5 073	20 291	17 669	-
Other debt	45 467	45 467	5 090	5 090	20 235	12 288	2 763
Trade creditors and other debt	904 566	904 566	650 871	253 696	-	-	-
Derivative financial liabilities
Forward exchange contracts used as hedging
Outgoing flow	-	122 996	39 817	45 472	37 707	-	-
Incoming flow	-	-121 377	-121 377	-	-	-	-
Other exchanges contracts
Outgoing flow	-	7 713	7 713	-	-	-	-
Incoming flow	-	-	-	-	-	-	-
Total non-derivative financial liabilities	1 847 041	1 859 225	806 396	922 542	40 668	77 405	12 214

(AMEUNT IN TNSK)

NOTES 22 FINANCIAL INSTRUMENTS (CONTINUED)

31. DECEMBER 2008Non-derivative financial liabilities	Book amount	Contractual cash flows	6 months or less	6-12 mth.	1 - 2 years	2 - 5 years	More than 2 - 5 years
Mortgage loans	-	-	-	-	-	-	-
Secured bonds	611 500	611 500	361 500	-	250 000	-	-
Financial leases	73 290	73 290	10 819	10 819	13 262	30 014	8 376
Trade creditors and other liabilities	676 917	676 917	-	-	-	-	-
Bank overdraft facility	14 680	14 680	-	-	-	-	-
Derivative financial liabilities
Forward exchange contracts used as hedging
Outgoing flow	-	113 042	34 965	59 335	18 742	-	-
Incoming flow	-	-	-	-	-	-	-
Total	1 376 387	1 263 345	337 354	-48 516	244 520	30 014	8 376

CURRENCY RISK EXPOSURE

The group's currency risk exposure was as follows, based on nominal amounts.

(AMEUNT IN TNSK)

	31. December 2009			31. December 2008
	Euro	USD	Other	Euro	USD	Other
Bank	394	-2 396	50	-1 792	-5 044	1 846
Trade debtors	1 326	778	-	7 886	1 967	1 340
Mortgage loans	-	-	-	-	-	-
Trade creditors	-2 631	-212	42	-11 056	-1 192	-159
Balance sheet exposure	-911	-1 830	8	-4 962	-4 269	3 027
Estimated need for future sales (NOK)	129 877	20 888	-	56 755	74 278	-
Estimated need for future purchases (NOK)	-121 377	-	-	-542 585	-	-
Gross exposure	8 500	20 888	-	-485 830	74 278	-
Forward exchange contracts	19 269	-28 601	-	493 158	-59 185	-
Net exposure	26 858	-9 543	92	2 366	10 824	3 027
MATERIAL EXCHANGE RATES THROUGHOUT THE YEAR:	2009		2008
---	---	---	---	---
	Euro	USD	Euro	USD
Average exchange rate for the year	8,73	6,28	8,22	5,64
Spot exchange rate on 31 December	8,32	5,78	8,95	6,99

BERGEN GROUP ANNUAL REPORT 2009

72
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NOTE 22 FINANCIAL INSTRUMENTS (CONTINUED)

(AMOUNT IN TNDK)

SENSITIVITY ANALYSIS

A 10 per cent strengthening of NOK in relation to the following currencies at the end of the year would have increased (reduced) the equity and profit by the amounts shown below. This analysis assumes that the other factors remain unchanged.

31. DECEMBER 2009	EQUITY	PROFIT/LOSS
Euro	-	2686
USD	-	-954
GBP	-	-
		1732
31. DECEMBER 2008	EQUITY	PROFIT/LOSS
---	---	---
Euro	-	237
USD	-	1082
GBP	-	-
		1319

A ten per cent weakening of NOK in relation to the above-listed currencies would have had the opposite effect in the same amounts. This analysis assumes that the other factors remain unchanged.

INTEREST RISK EXPOSURE

Long-term loans at floating interest rates expose the group to cash flow fluctuations resulting from changes in the interest rate level.

SENSITIVITY ANALYSIS

A change in the interest rate of 100 base points on the reporting date would have increased (reduced) equity and yearly profit by the following amounts. This analysis assumes that all other variables, particularly the exchange rates, remain unchanged.

	Profit/ loss		Equity
	100 bp increase	100 bp decrease	100 bp increase	100 bp decrease
Cash and cash equivalents	3517	-3517	-	-
Long-term interest-bearing loans	-3190	3190	-	-
Short-term interest-bearing loans	-12100	12100	-	-
Cash flow sensitivity (net)	-11773	11773	-	-

NOTE 23 RELATED PARTIES

(AMOUNT IN TNDK)

Stangeland Investment AS furnished a guarantee of NOK 72 000 000 in connection with financing relating to the acquisition of Begren Group Fosen Holding AS. A guarantee commission of 4 per cent per year is charged.

In 2006 Flyfisk AS provided Bergen Group Maritime Services AS with a subordinated loan. Per 31. Dec 2009 the amount is TNDK 4 000 000.

The Chairman, through his 100% owned company Flyfisk AS, receives an compensation of TNDK 82.5 per. month. This will cover his work beyond his function as Chairman, and expenses related to office rent.

All agreements with related parties have been entered into on market terms.

Remuneration to top management is shown in note 5

The Board of Directors receives a compensation determine by the general meeting. In 2009 the following compensation was paid:

BOARD OF DIRECTORS

Name	Position	Remuneration
Magnus Stangeland	Chairman	TNDK 350
Sigurd Gair Amland	Board member	TNDK 150
Rune Skarveland	Board member	TNDK 150
Eli Sætersmoen	Board member	TNDK 150
Monica Salthella	Board member	TNDK 125
Torunn Stangeland	Board member	TNDK 100
Oddvar Stangeland	Board member	TNDK 50
Geirulv Lode	Board member	TNDK 0
Arne Vindenes	Staff representative	TNDK 45
Helga Skeie	Staff representative	TNDK 50
Ove Iversen	Staff representative	TNDK 5
ELECTION AND REMUNERATION COMMITTEE
P&W Lorentzen	Leader	TNDK 20
Tore Dalseide	Member	TNDK 20
Magnus Stangeland	Member	TNDK 20

NOTE 24 MATERIAL ESTIMATES

The company has several major projects for which the degree of completion must be estimated. The estimates are based on professional judgement seen in relation to costs incurred and hours spent. The proportion of expected total profit to be included will therefore depend on these judgements.

The depreciation of fixed assets is also influenced by discretionary judgement. The useful life of each fixed asset is normally assessed on acquisition. In the event of material changes, the useful life estimate is modified.

Provisions for guarantees are based on estimates of expected costs that can arise in connection with delivery of our products.

Provisions for potential losses on trade debtors are based on individual assessments of each item and a general provision based on the maturity profile of the receivables.

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NOTE 25 RELATED PARTIES

PROJECT RISK AND UNCERTAINTY

Bergen Group's projects are based on contracts with different production periods, most of which are total contracts at a fixed price. Failure to meet delivery times or performance guarantees, as well as increases in project costs, can result in costs that cannot be recouped, and which may exceed the revenues from the project in question. If a project has identified expected losses, provisions are made to cover incurred and future losses. The accounting treatment is based on experience, available information and the judgement of the management. Such conditions and information can change in subsequent periods, and the final outcome may therefore be better or worse than concluded in the assessments made when the accounts were prepared.

LEGAL DISPUTES

Bergen Group's activities may involve the group in various disputes. Provisions have been made to cover expected losses resulting from these disputes to the extent to which negative outcomes are probable and reliable estimates can be made. However, the final decision in such cases will always be uncertain and may result in liabilities exceeding the provisions made.

GUARANTEE LIABILITIES

In addition, guarantees for completion and advance payments from customers are furnished as an ordinary part of the group's activities. Such guarantees usually involves a bank furnishing the guarantee to the customer.

NOTE 26 GROUP COMPANIES

Subsidiaries included in the consolidation of the Bergen Group are listed in the table below.

Directly owned by Bergen Group ASA	Owner	Registered office	Company's share capital	Holding and votes	Profit/loss for the year (comp. reg.)	Equity as of 31 Dec.	Book value
Bergen Group Shipbuilding AS	Bergen Group ASA	5815 Bergen	180 777	100 %	-16 944	166 793	259 771
Bergen Group Maritime Services AS	Bergen Group ASA	5160 Lakserdg	95 770	100 %	2 204	251 464	773 290
Bergen Group Offshore AS	Bergen Group ASA	5160 Lakserdg	646 800	100 %	-3 122	633 072	721 084
Bergen Group Technology AS	Bergen Group ASA	5160 Lakserdg	1 842	100 %	-7 791	147 521	338 499
Bergen Group Management AS	Bergen Group ASA	5160 Lakserdg	606	100 %	-416	4 026	14 661
Indirectly owned group companies
Bergen Group Risses AS	BG Shipbuilding AS	5450 Sundes Sundesø	300	100 %	-4 771	-9 038	1
Bergen Group Halsey AS	BG Shipbuilding AS	5457 Høylandshogd	10 000	100 %	59 072	21 593	75 000
Bergen Group Shipdesigns	BG Shipbuilding AS	7462 Trondheim	200	100 %	217 945	422	210
Bergen Group Kimek AS	BG Maritime Services AS	9900 Kirkenes	19 779	100 %	7 325	60 066	45 800
Bergen Group Skjærdal AS	BG Maritime Services AS	5160 Lakserdg	2 752	100 %	2 374	20 918	30 000
Bergen Group BMV AS	BG Maritime Services AS	5160 Lakserdg	20 067	100 %	50 013	96 489	43 920
Bergen Group Lakserdg AS	BG Maritime Services AS	5160 Lakserdg	12 378	100 %	-2 116	14 162	14 055
Bergen Group Rosenberg AS	BG Offshore AS	4085 Hursdag	40 782	100 %	52 294	119 583	673 068
Bergen Group Power Offshore AS	BG Offshore AS	9917 Kirkenes	100	100 %	1 942	5 198	35 000
Bergen Group Hanøytangen AS	BG Offshore AS	5160 Lakserdg	850	100 %	2 692	7 625	174
Bergen Group Engineering AS	BG Offshore AS	5160 Lakserdg	100	100 %	-3 007	-2 735	106
Bergen Group BSM AS	BG Technology AS	5160 Avera	108	100 %	-17 031	-16 178
Bergen Group Dreggen AS	BG Technology AS	5815 Bergen	5 410	100 %	30 305	57 665	62 603
Bergen Group Silo AS	BG Technology AS	5160 Lakserdg	100	100 %	3 856	4 998	35 743
Bergen Group Steel Elektro AS	BG Technology AS	5418 Føya	372	100 %	3 361	6 707	57 282
SPL Norway AS	BG Technology AS	5450 Sundø	1 000	100 %	-646	-685	2 505
Bergen Group Skarveland AS	BG Technology AS	5450 Sundø	2 000	100 %	20 037	25 258	6 020
Bergen Group Intech AS	BG Technology AS	5450 Sundø	1 000	100 %	1 890	5 372	1 020
Ania SP Zoo	BG Technology AS	Polen	158	100 %	3 568	2 219	157
Bergen Group Shared Services	BG Management AS	5160 Lakserdg	100	100 %	450	3 084	106
Kontor og lagerdrift	BG Technology AS	5450 Sundø	100	100 %	-198 713	689	812
Rosenberg Services AS	BG Rosenberg AS	4085 Hursdag	100	100 %	480	778 873	8 072
Bergen Group Fosen Holding AS	BG Shipbuilding AS	7100 Rissa	94 617	100 %	-10 980	104 435	180 677
Bergen Group Fosen Industrier AS	BG Fosen Holding AS	7100 Rissa	7 974	100 %	20 902	27 853	15 600
Bergen Group Fosen Mwk. Verksted AS	BG Fosen Holding AS	7100 Rissa	5 000	100 %	33 599	-26 632	1
Bergen Group Fosen Yards AS	BG Fosen Holding AS	7100 Rissa	40 500	100 %	69 601	177 241	81 363
Bergen Group Broces Holding AB	BG Fosen Holding AS	Sverige	2 000	100 %	-3 400	14 090	28 000
Bergen Group Landsbronavaret AB	BG Bruces Holding AB	Sverige	1 000	100 %	-4 282	-2 435	14 000

(AMOUNT IN TINSK)

NOTE 27 EVENTS AFTER BALANCE SHEET DAY

(BHODINT IN TINSK)

BERGEN GROUP TO BUILD TWO NEW CRUISE FERRIES FOR FJORD LINE

Fjord Line has signed a contract with Bergen Group to build two new cruise ferries. The ships will be delivered in the spring and autumn 2012, and the contract has a total value of EURO 206 million. The two sister ships have a length of 170 meters. The hull of the two cruise ferries will be built at the Polish shipyard 'Stocznia Gdansk'. The contract between Fjord Line Denmark AS and Bergen Group Fosen AS is signed subject to final funding and approval of the companies' respective boards within 30 days from contract signing.

BERGEN GROUP AWARDED LOI ON COMPLETION OF THE YME-PLATFORM

Bergen Group, through its subsidiary Bergen Group Rosenberg AS, has received a letter of intent (LOI) from SBM (Single Busy Moorings Offshore Contractors) that SBM will be awarding Bergen Group Rosenberg a contract for assistance during the completion of the YME Mobile Offshore Production Unit with Storage (MOPL! Stor) jack up platform. The platform will then arrive at Bergen Group Rosenberg where the jack up legs and other equipment will be installed. The platform will then be towed to the offshore location for offshore hook up and completion which is scheduled to be completed in July 2010.

COMPLETION OF YARD FACILITY SALE IN LANDSKRONA IN SWEDEN

The final agreement is signed and yard area, fixed assets and inventories are now sold from Landskronavarvet AB to Øresundvarvet AB.

Other stock exchange notices for Bergen Group ASA can be read at www.bergengroup.no or at www.newswsb.no

NOTE 28 PRO FORMA FINANCIAL INFORMATION

Bergen Group ASA did not perform any acquisitions in 2009. Actual figures for 2009 are compared with proforma figures for 2008.

The pro forma information has been prepared on the basis of the composition of the group as of 31 December 2009. The basis for the presentation is each enterprise's operations in 2008 and 2009, respectively. The new companies incorporated into the group, Fosen Holding including subsidiaries and HKS Electroservice, both submitted their accounts in accordance with generally accepted accounting principles in Norway. Bergen Group prepared its accounts for 2008 and 2009 in accordance with IPRS.

PROFIT AND LOSS ACCOUNT	2009	2008
Sales revenues	5 106 849	4 667 452
Other income	1 411	17 696
Cost of sales	2 906 935	3 051 729
Payroll expenses etc.	1 353 815	1 065 295
Depreciation	45 477	37 659
Depreciation of excess values	131 281	44 503
Other operating expenses	431 678	359 497
Operating profit/ loss	239 073	126 463
Net financial items	-80 639	-87 205
Profit/ loss before tax	158 434	39 258
Tax expense	-80 599	7 778
Profit/ loss for the year	77 835	31 481

BERGEN GROUP ANNUAL REPORT 2009

76
FINANCIAL STATEMENTS PARENT COMPANY

| PROFIT AND LOSS ACCOUNT | NOTE | N.6449
2009 | N.6449
2008 |
| --- | --- | --- | --- |
| Other operating revenues | | 2300 | (AMOUNT IN TNDK) |
| Operating revenues | | 2300 | - |
| Payroll expenses etc. | 2 | 1704 | 2114 |
| Other operating expenses | 2 | 1377 | 9880 |
| Operating expenses | | 3081 | 11994 |
| Operating profit/loss (EBIT) | | -781 | -11994 |
| Financial income | | 291511 | 124946 |
| Financial expenses | | 91461 | 96350 |
| Net financial items | | 200050 | 28596 |
| Profit/loss before tax | | 199269 | 16602 |
| Tax | 7 | 40408 | 4578 |
| Profit/loss after tax | | 158861 | 12024 |

77
BERGEN GROUP ANNUAL REPORT 2009
BERGEN GROUP ANNUAL REPORT 2009

78
BERGEN GROUP ANNUAL REPORT 2009
79

78 BALANCE SHEET

ASSETS	HOMB	INJAM	INJAM	CASHFLOW STATEMENT	INJAM	INJAM
Deferred tax asset	7	2107307	1079	Profit/loss before tax	199269	16602
Investments in subsidiaries	3	240362	1983046	Gain on sale of shares	-	-
Loan to group companies		2347669	106797	Tax paid during the period	-	-757
Total non-current assets		2347669	2090922	Depreciation of fixed assets	-	-
Other receivables		797	9550	Changes in trade debtors	-	2006
Receivables from group companies		398786	187671	Changes in trade creditors	-3350	2218
Cash and cash equivalents		16204	2496	Difference between expensed pension and payments received and disbursed	-	-
Total current assets		415787	199717	Effect of exchange rate changes	-	-
Total assets		2763457	2290640	Change in other accrual items (working capital)*	16916	68667
Equity AND LIABILITIES				Group contributions received	-	-116766
Equity				Income using the gross method/equity method	-	-
Share capital 48074296 shares at NOK 1	5,6	48074	45881	Net cash flow from operations	212835	-28030
Share premium	6	1173019	1172799	Disbursements on the acquisition of intangible assets	-	-
Other paid-in equity		18641	168686	Payments received on the sale of shares and units	-	-
Other equity		327547	168686	Disbursements on the acquisition of shares and units	-	-91236
Total equity		1567281	1387366	Disbursed equity in subsidiaries	-201540	-
Bond loans	4	139366	250000	Advance payment, newbuilds	-	-
Other long-term liabilities		2049	72000	Net change in long-term outstanding group balances	-	-
Deferred tax liabilities		141415	322000	Net cash flow from investment activities	-201540	-91236
Total long-term liabilities				Payment received on sale of own shares	-	-
Bond loans	4	722920	400000	Payment received on taking up new long-term debt*	-	72000
Debt to group companies		2524	162703	Disbursement, repayment of long-term debt	-	-
Trade creditors and other payment obligations		581	3931	Equity contributions	2413	8734
Tax payable				Dividend	-	-
Other short-term liabilities		328735	14639	Net cash flow from financing activities	2413	80734
Total short-term liabilities		1054760	581273	Net change in liquid assets	13708	-38532
Total liabilities		1196175	903273	Liquid assets at the beginning of the period	2496	41028
Total equity and liabilities		2763457	2290640	Liquid assets at the end of the period	16204	2496

BERGEN, 25 OF MARCH 2010

Magnus Stangeland
Chairman

Svein Milford
Deputy Chairman

Ginrulv Lode
Board member

Anne-Gine Hestetun
Board member

Pai Engedhetsen
CEO

80 NOTES PARENT COMPANY
BERGEN GROUP NOTES PARENT COMPANY

NOTE 1 ACCOUNTING PRINCIPLES

The annual report have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting principles in Norway.

SUBSIDIARIES

In the parent company, subsidiaries are valued using the cost method. The investment is valued at acquisition cost, unless a write-down is required. Dividends and other distributions are taken to income when a dividend has been declared by a competent body in the subsidiary. If the dividend received and other payments exceed the retained profit share in the ownership period, the excess amount is recognised as a repayment of invested capital and entered in the balance sheet as a reduction of the investment.

INCOME TAX

The tax consists of tax payable and the change in deferred tax. Deferred tax/tax asset is calculated on the basis of all taxable temporary differences. A deferred tax asset is recognised in the profit and loss account when it is probable that the company will have sufficient taxable income to utilise the tax asset. Deferred tax and deferred tax assets are recognised regardless of when the differences are reversed, and are in principle recognised at nominal value. Deferred tax/tax asset is valued on the basis of the expected future tax rate.

Both tax payable and deferred tax are recognised directly against equity to the extent to which they relate to items recognised directly against equity.

CLASSIFICATION OF ASSETS AND LIABILITIES

Assets are classified as current assets when

the asset is part of the entity's service cycle and is expected to be realised or consumed during the entity's normal production period;
the asset is held for trading;
the asset is expected to be realised within 12 months of the balance sheet date;
the asset is cash or cash equivalents, but with an exception for when there are restrictions on exchanging or using it to settle debt within 12 months of the balance sheet date.

All other assets are classified as fixed assets.

Liabilities are classified as short-term liabilities when

the liability is part of the service cycle and is expected to be settled during the normal production period;
the liability is held for trading;
settlement within 12 months of the balance sheet date has been agreed;
the entity has no unconditional right to postpone settlement of the liability to minimum 12 months after the balance sheet date.

All other liabilities are classified as long-term.

ESTIMATES AND VALUATIONS

Preparing the annual accounts includes judgements, estimates and assumptions that influence both the choice of accounting principles applied and the reported amounts for assets, liabilities, revenues and expenses. The management has used estimates based on its best judgement and assumptions that are considered realistic on the basis of historical experience during preparation of the annual accounts. Actual amounts may deviate from estimated amounts. Estimates and underlying assumptions are reviewed and assessed on an ongoing basis. Changes in accounting estimates are recognised in the period in which the estimates are changed and in all future periods affected.

LOANS

All loans are recognised at cost price. That means that they are recognised at the current rate of value of amounts received. Costs relating to raising new loans are expensed over the term of the loan.

EQUITY

Transaction costs relating to equity transactions, including the tax effect of the transaction costs, are entered directly against the equity. Only transaction costs directly related to the equity transactions are entered against equity.

On the repurchase of own shares, the purchase price, including directly attributable costs such as changes in equity, is entered as a change in equity. Own shares are presented as a reduction of equity. Losses or gains from transactions with own shares are not recognised in the profit and loss account.

EVENTS AFTER THE BALANCE SHEET DATE

New information about the group's positions on the balance sheet date is taken into consideration in the accounts. Events after the balance sheet date that do not influence the group's positions on the balance sheet date, but which will have a material effect on future periods, are specified in the notes.

NOTE 2 OPERATING EXPENSES

The company was formed in 2007 and has not had any employees since its formation.

Director's fee were paid in the amount of NOK 1.704 in 2009. Auditor's fees were expensed in the amount of NOK 777, excluding VAT.

BERGEN GROUP ANNUAL REPORT 2009
BERGEN GROUP ANNUAL REPORT 2009

NOTES PARENT COMPANY

BERGEN GROUP NOTES PARENT COMPANY

NOTE 3 SHARES AND HOLDINGS IN OTHER COMPANIES

(AVIOUNT IN TNOK)

The total expenses for salary, pension premiums and other remuneration of the CEO and Vice Presidents for the Business areas in 2009 amounted to:

The name of the company	No of shares	Cost price	Book value
Fixed assets
Investments in subsidiaries
Bergen Group Management AS	6 060	14 661	14 661
Bergen Group Shipbuilding AS	100	259 771	259 771
Bergen Group Maritime Services AS	5 000	773 290	773 290
Bergen Group Offshore AS	646 800	721 084	721 084
Bergen Group Technology AS	133 949 968	338 499	338 499
Total shares in subsidiaries		2 107 307	2 107 307

NOTE 4 BOND LOANS

BOND LOANS

Bergen Group ASA has four bond loans that fall due on 12 August 2010. The trustee for the bond owners is Norsk Tillitsmann ASA and DnB NOR ASA is the registrar. The bond loans are not listed.

ISIN no.	Interest	Call price	Booked value
NO 001 039550.2	3 mnd NIBOR + 800 bps	108%	198 015
NO 001 052189.1	3 mnd NIBOR + 800 bps	100%	162 489
NO 00 1037936.5	3 mnd NIBOR + 500 bps	104%	147 214
NO 00 1052190.9	3 mnd NIBOR + 500 bps	100%	103 496
Total			611 214

All bond loans' interest rates are adjusted quarterly. The security furnished for two of the loans (ISIN NO 001 039550.2 and ND 001 052189.1) consists of the shares in Bergen Group Rosenberg. Bergen Group owns 38.5 million in the loan with nominal value 230 million. The security furnished for the loans (ISIN NO 001 037936.5 and ND 001 052190.9) consists of the shares in the companies Bergen Group Shipbuilding, Bergen Group Maritime Services, Bergen Group Offshore, Bergen Group Technology, Bergen Group Tols, Bergen Group Vest Elektra and Bergen Group BSM.

Covenants relating to the bond loans require that the group's book equity shall not be less than 30% of the total capital.

LIABILITIES SECURED BY MORTGAGES
Bond loans with shares as security
Sum
Debt pr. 31.12.2009
2009
---
2 107 307
2 107 307
722 920

NOTE 5 SHARE CAPITAL AND SHAREHOLDER INFORMATION

SHARECAPITAL

48 074 296

SHARE CAPITAL:

On 31 Dec. 2009, the share capital of Bergen Group ASA was NOK 48 074 296, divided between equal number of shares each of par value of NOK 1.00. In 2009 there has been issued 2 192 902 new shares. All new shares issued are from warrants exercised.

NUMBERS	VALUE
48 074 296	1

LIST OF SHAREHOLDERS:

The following is a list of the 20 largest shareholders of Bergen Group and shares owned by executive personnel and board members, including shares owned by their closely-related persons and companies, as of 31 December 2008.

NOTE 5 SHARE CAPITAL AND SHAREHOLDER INFORMATION (CONTINUED)

(AVIOUNT IN TNOK)

SHAREHOLDERS AS OF 31 DECEMBER 2009	NO OF SHARES	HOLDING
STANGELAND INVESTMENTS AS	20 379 014	42,39%
EIKESTØ AS	2 507 348	5,22%
FURENESET INVEST A/S	2 020 686	4,20%
ODIN OFFSHORE	1 551 000	3,23%
ROS HOLDING AS	1 436 841	2,99%
MAY INVEST A/S	989 981	2,06%
DET NORDENFIELDSKE DAMPSKIPSSELSKA	989 010	2,06%
RBC DEXIA INVESTOR SERVICES TRUST	887 000	1,85%
SØR-VARANGER INVEST AS	846 774	1,76%
SKANDINAVISKA ENSKILDA BANKEN	796 000	1,66%
KANABUS AS	710 962	1,48%
CITIBANK N.A. (LONDON BRANCH)	667 696	1,39%
CITIBANK N.A. NEW YORK BRANCH	649 043	1,35%
DNB NOR NAVIGATOR	626 561	1,30%
BERGER BRUKTOMSETNING AS	600 000	1,25%
KLP LK AKSJER	570 200	1,19%
OCEAN PARTNERS AS	494 505	1,03%
BERNHD. BREKKE AS	494 505	1,03%
FOSEN OFFSHORE AS	494 505	1,03%
GJKEIENDOM AS	494 505	1,03%
Total shares owned by 20 largest shareholders	38 206 136	79,47%
Other shareholders	9 868 160	20,53%
Total shares 31.12.2009	48 074 296	100,00%
SHAREHOLDERS AS OF 31 DECEMBER 2009
---	---	---
Magnus Stangeland	Chairman	Shares on 31 Dec. 2009
		owned by Stangeland Investment
		Shares on 31 Dec. 2009 owned by Flyfisk AS
		Warrants on 31 Dec. 2009 owned by Flyfisk AS
Svein Milford	Deputy chairman	Shares on 31 Dec 2009
Geirulv Lode	Board member	Shares on 31 Dec 2009
Rune Skarveland	Board member	Shares on 31 Dec 2009 owned by Eikesta AS
		Warrants on 31 Dec. 2009 owned by Eikesta AS
Eli Sætersmoen	Board member	Shares on 31 Dec 2009
Anne Gine Hestetun	Board member	Shares on 31 Dec 2009
Monica Siv Salthella	Board member	Shares on 31 Dec 2009
Oddvar Stangeland	Deputy board member	Shares on 31 Dec 2009 owned by Kanabus AS
Pål Øyvind Engelbretsen	CEO	Shares on 31 Dec 2009 owned by Compleo AS
Ingunn Flytar	Board member*	Shares on 31 Dec 2009
Ove Iversen	Board member*	Shares on 31 Dec 2009
Arne Vindenes	Board member*	Shares on 31 Dec 2009
	*elected by the employees
Total shares owned by board member and their closely-related parties and executive personnel

Stangeland investment AS is owned by parties closely related to Magnus Stangeland.

Magnus Stangeland is chair of the boards of both Bergen Group ASA and Stangeland Investment AS.

BERGEN GROUP ANNUAL REPORT 2009

NOTES PARENT COMPANY

BDO

Tel: +47 23 11 91 00

Fax: +47 23 11 91 01

www.bdo.no

BDO

Munksdamsveien 45

P.O. Box 1704 Ylka

0121 Oslo

Norway

[AMOUNT IN TNOX]

NOTE 6 EQUITY

EQUITY
	Share capital	Approved, net reg. capital increase	Share premium reserve	Other equity	Other paid-in equity	Total
2009
Equity on 1 Jan. 2008	39 446	5 199	1 075 299	150 674	-	1 270 618
Registered capital increase	2 580	-5 199	2 619	-	-	-
Correction, tax payable 31 Dec. 2007	-	-	-	757	-	757
Correction, deferred tax asset, 1 Jan. 2008	-	-	-	5 656	-	5 656
Capital increase	3 461	-	86 538	-	-	89 999
Correction for previous years (VAT)	-	-	-	-427	-	-427
Subscriptions new shares	51	-	1 548	-	-	1 599
Stock-exchange-listing	343	-	6 794	-	-	7 137
Profit/loss for the year	-	-	-	12 024	-	12 024
Equity as of 31 Dec 2008	45 881	-	1 172 798	168 684	-	1 387 363
2009
Equity on 1 Jan. 2008	45 881	-	1 172 798	168 684	-	1 387 363
Issue new shares	2 193	-	220	-	-	2 413
Correction for previous years	-	-	-	-	-	-
Equity effect of warrants	-	-	-	-	18 641	18 641
In total this year	-	-	-	158 861	-	158 861
Equity as of 1 Jan. 2009	48 074	-	1 173 019	327 547	18 641	1 567 281

NOTE 7 TAXES

	2009	2008
Ordinary profit/loss before tax	199 269	16 602
Permanent differences	15 447	107
Accounting loss on the realisation of shares	-	6 997
Dividend received	-	-225
Group contributions received	-	-116 766
changes in temporary differences	7 726	-
Issue costs	-	-7 134
The tax profit/loss for the year	222 442	-100 419
Group contributions paid	-133 140	-
Group contributions received	-	116 766
Unutilised loss carryforward	-89 302	-20 203
Basis for tax payable	-	-3 856
28% tax payable	-	-
THE TAX EXPENSE FOR THE YEAR IS CALCULATED AS FOLLOWS:
28% of the tax profit/loss	62 284	-
Net change in deferred tax/tax asset	-21 876	4 578
Tax expense for the year	40 408	4 578

To the Annual Shareholders' Meeting of Bergen Group ASA

AUDITOR'S REPORT FOR 2009

We have audited the annual financial statements of the Bergen Group ASA as of 31 December 2009, showing a profit of KNOK 158.861 for the parent company and a profit of KNOK 77.835 for the group. We have also audited the information in the Board of Directors' report concerning the financial statements, the going concern assumption, and the proposal for the allocation of the profit. The annual financial statements comprise the parent company's financial statements and the group accounts. The parent company's financial statements comprise the balance sheet, the statements of income and cash flows and the accompanying notes. The group accounts comprise the balance sheet, the statements of income and cash flows, the statement of changes in equity and the accompanying notes. The financial statements of the parent company have been prepared in accordance with the rules of the Norwegian accounting act and good accounting practice in Norway. International Financial Reporting Standards as adopted by the EU have been applied on the financial statements of the group. These financial statements are the responsibility of the Company's Board of Directors and Managing Director. Our responsibility is to express an opinion on these financial statements and on the other information according to the requirements of the Norwegian Act on Auditing and Auditors.

We conducted our audit in accordance with the Norwegian Act on Auditing and Auditors and good auditing practice in Norway, including standards on auditing adopted by Den Norske Revisorforening. These auditing standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. To the extent required by law and good auditing practice an audit also comprises a review of the management of the Company's financial affairs and its accounting and internal control systems. We believe that our audit provides a reasonable basis for our opinion.

In our opinion,

the financial statements of the mother company are prepared in accordance with the law and regulations and give a true and fair view of the financial position of the Company as of December 31, 2009, and the results of its operations and its cash flows for the year then ended, in accordance with good accounting practice in Norway
the financial statements of the group are prepared in accordance with the law and regulations and give a true and fair view of the financial position of the Group as of December 31, 2009, and the results of its operations and its cash flows and the changes in equity for the year then ended, in accordance with The International Financial Reporting Standards
the company's management has fulfilled its duty to produce a proper and clearly set out registration and documentation of accounting information in accordance with the law and good bookkeeping practice in Norway
the information in the Board of Directors' report concerning the financial statements, the going concern assumption, and the proposal for the allocation of the profit are consistent with the financial statements and comply with the law and regulations.

Oslo, 25th of March 2010

BDO AS (Ongno, 994 855 573)

Trond-Morten Lindberg

State Authorized Public Accountant

This translation from Norwegian has been prepared for information purposes only.

BERGEN GROUP ANNUAL REPORT 2009

BDO AS, a Norwegian limited partnership, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

BERGEN GROUP MANAGEMENT

BERGEN GROUP · SHIPBUILDING · MARITIME SERVICE · OFFSHORE · TECHNOLOGY

TERSE IVERSEN

Chief Financial Officer

Iversen holds a Master of Science in Business Administration from Bodø Graduate School of Business (IAMB) He also has a degree as State Authorised Public Accountant from the Norwegian School of Management and Business Administration (NMA). He has previously worked as Vice President Finance of Oilfield Drilling and with PricewaterhouseCoopers. In addition, IHL Iversen is the investor relations officer of the Company.

INGE TANGEÅS

Vice President Shipbuilding

Tangeås has held various positions as a business executive within the machine industry. Tangeås has been with PwC as a business consultant for a number of years. He holds a Master of Business Administration from the Norwegian School of Economics and Business Administration (NMA) in Bergen.

KJETIL FORLAND

Vice President Offshore

He holds 18 years of experience from the offshore business within several companies. Forland has been employed in Oilfield Drilling for twelve years, and has through the last nine years had several leading positions at the company bakers of six years as rig manager and two years as director for operations in Bergen. Forland is educated within aniding technologies and business economist from NMA.

SEBJØRN MADSEN

Vice President Technology

Madsen holds approximately 25 years experience from several companies within the Austreiel Seafood Group among others as finance manager, deputy manager in Koersvold and finance manager of Sea Star International AS and Austreiel Frokenstuen AS. Madsen is educated from University of Agder (UAS).

RUME ARNBY

Vice President Human Resources

Arnøy holds a long experience from quality and safety work from shipping companies. He has previously been director of personnel, health, environment and safety in Bergen Group since 2000. Arnøy is educated within finance from the Norwegian School of Business Administration (BS) in Bergen and Oslo.

ASBJØRN GRAB

Vice President QHSE

Grini has extensive experience from leading positions within the shipping business (kalk/fank/science) offshore. IHL letest positions was as QHSE di Insurance Manager in G2, Minershier Shipowners and QHSE Manager in G2, Nokier Shipping ASA. Grini is educated as mechanical engineer from Bergen University College and as business economist from NIM in Bergen.

ØY VIND RISNES

Vice President Communication

Rissen was employed in the new position as Vice President Communication in Bergen Group from August 1st 2009. He has an extensive experience from leading positions in different media companies, as well as central communication positions within industry companies. Since 2001 and up to July 2009, Rissen worked as Information Manager in EWOS, one of the world's largest producers of fish feed.

PÅL NI LORENTZEN

Legal Council

Paul IR Lorentzen is associated with the corporate management in Bergen Group as general counsel. Lorentzen has 45 years of legal experience, including living, a former partner in the law firm. Thymmensen, one of the largest business law firms in Norway. Lorentzen has extensive experience as a litigation attorney. He has brought lawsuits in most jurisdictions, which made of the law limits clarity, including the Supreme Court. In addition, he has in the past five decades have had a number of board positions within the offshore, shipping and finance industry.

BERGEN GROUP ASA

BERGEN GROUP SHARED SERVICES AS

BERGEN GROUP MANAGEMENT AS

BUSINESS DEVELOPMENT

| BG
BGM AS | BG
BUSINO AS | BG
MONIMONI | BG
BUSINO AS | SRL
BBOGAS |
| --- | --- | --- | --- | --- |
| BERGEN GROUP
SHIPBUILDING AS | BERGEN GROUP
MARITIME SERVICES AS | BERGEN GROUP
OFFSHORE AS | BERGEN GROUP
TECHNOLOGY AS | |
| BERGEN GROUP
FOSER AS | BERGEN GROUP
KIMEK AS | BERGEN GROUP
ROSENBERG AS | BERGEN GROUP
DREGEN AS | |
| BERGEN GROUP
BMV AS | BERGEN GROUP
SKJØNDAL AS | BERGEN GROUP
HANDYTANGEN AS | BERGEN GROUP
SKARVELAND AS | |
| BERGEN GROUP
SHIPDESIGN AS | BERGEN GROUP
LAKSEVÅG AS | BERGEN GROUP
KIMEK OFFSHORE AS | BERGEN GROUP
VEST ELEKTRO AS | |
| | BERGEN GROUP
HALSNBY AS | BERGEN GROUP
ENGINEERING | AIKA | |
| | BERGEN GROUP
SUD AS | | | |

Vice President Maritime Service

This position is under recruitment. Until further noticed, CEO PBI Engebretsen is acting VP Maritime Service.

BERGEN GROUP ANNUAL REPORT 2009

www.bergengroup.no

BERGEN GROUP

Thormøhlensgate 53c, 5006 Bergen, Norway

Ph: +47 55 54 25 00 Fax: +47 55 54 25 01 E-mail: [email protected]

AI assistant

Endúr — Annual Report 2009

3593_rns_2010-04-30_ec34e10a-c60c-45f7-a043-183561f2c5cd.pdf

BERGEN GROUP

TOWARDS AN INDUSTRIAL CLUSTER

BERGEN GROUP ASA

SHIPBUILDING

MARITIME SERVICE

OFFSHORE

TECHNOLOGY

Quality through Service and Innovation

SHIPBUILDING:

MARITIME SERVICE:

OFFSHORE:

TECHNOLOGY

STRATEGY AND MARKET

SERVICE AND INNOVATION

PROJECTS AND EVENTS

STRATEGY AND MARKET

SERVICE AND INNOVATION

IMPORTANT EVENTS

STRATEGY AND MARKET

SERVICE AND INNOVATION

IMPORTANT EVENTS

STRATEGY AND MARKET

BERGEN GROUP BUSINESS DEVELOPMENT

SERVICE AND INNOVATION

IMPORTANT EVENTS

HIGH FLEXIBILITY

QUALITY AND INNOVATION

TECHNICAL SPECIFICATIONS FOR FUGRO SYNERGY

QHSE - IMPORTANT FOR SERVICE AND INNOVATION

HISTORY

MAIN ACHIEVEMENTS IN 2009:

KEY PARAMETERS

NOTICE FOR 2010

PURPOSES

DESCRIPTION

SHAREHOLDER POLICY

THE COMPANY'S BUSINESS

EQUITY AND DIVIDENDS

EQUITY

SUBSCRIPTION RIGHTS

MANDATES GRANTED TO THE BOARD OF DIRECTORS

Share Option Scheme

DIVIDEND

EQUAL TREATMENT OF SHAREHOLDERS AND TRANSACTIONS WITH CLOSE ASSOCIATES

FREELY NEGOTIABLE SHARES

THE WORK OF THE BOARD OF DIRECTORS

AUDITING COMMITTEE

INTERNAL CONTROL AND RISK MANAGEMENT

REMUNERATION OF THE BOARD OF DIRECTORS

REMUNERATION OF THE EXECUTIVE MANAGEMENT

INFORMATION AND COMMUNICATION

AUDITOR

THE MARKET SITUATION

THE BUSINESS AREAS

SHIPBUILDING

MARITIME SERVICES

OFFSHORE

TECHNOLOGY

MAIN ACTIVITIES IN 2009:

INCOMING ORDERS AND ORDER BOOKS

PROFIT FOR THE YEAR, BALANCE SHEET AND CASH FLOW DEVELOPMENTS

RISK EXPOSURE AND RISK MANAGEMENT

MARKET RISK:

FINANCIAL RISK:

MATERIAL RISKS TO THE COMPANY:

SHARES AND SHAREHOLDERS

SHARE PRICE DEVELOPMENTS:

SUBSCRIPTION RIGHTS:

AUTHORISATION OF THE BOARD FOR CAPITAL INCREASES:

AUTHORISATION OF THE BOARD TO PURCHASE OWN SHARES:

CHANGES IN THE ORGANISATION AND MANAGEMENT

QHSE – QUALITY, HEALTH, SAFETY AND THE ENVIRONMENT

QUALITY:

HEALTH:

ENVIRONMENT:

SAFETY:

EQUALITY:

Endúr Annual Report 2009