Information Memorandum

Goodtech ASA

(a public limited liability company organized under the laws of the Kingdom of Norway) Business Registration Number 914 769 922

This Information Memorandum has been prepared in connection with the sale of Goodtech Intressenter AB to Eitech Holding AB (formerly AB Coport 480)

This Information Memorandum does not constitute an offer to buy, subscribe or sell the securities described herein.

Manager

26 November 2015

Important Notice

This information memorandum ("Information Memorandum") has been prepared in order to provide information about Goodtech ASA ("Goodtech" or the "Company") and its business in connection with the divestment of Goodtech Intressenter AB ("GIAB") to Eitech Holding AB (formerly AB Coport 480) (the "Buyer").

The contemplated divestment shall be carried out by way of a sale of all the shares in GIAB, being a wholly-owned Swedish subsidiary of Goodtech and the parent of the Swedish group of and/or entities carrying out the business as discussed in Section 5 (Information Regarding Goodtech Intressenter AB), pursuant to which Goodtech (as seller) on 16 October 2015 entered into a share purchase agreement (the "SPA") with the Buyer (as purchaser) governing the contemplated sale of all the shares in GIAB (the "Transaction").

Capitalized terms used in this Section and not defined herein shall have the meaning ascribed to them in Section 11 headed "Definitions".

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This Information Memorandum serves as an information document as required under Section 3.5 of "Continuing obligations of stock exchange listed companies" ("Continuing Obligations"), which apply in to companies with shares admitted to trading on Oslo Børs, and has been submitted to Oslo Børs for inspection and approval before published. This Information Memorandum is not a prospectus and has neither been inspected nor approved by the Financial Supervisory Authority of Norway (Nw: Finanstilsynet) in accordance with the rules that apply to prospectuses. This Information Memorandum has been prepared in an English version only.

This Information Memorandum does not constitute an offer or solicitation to buy, subscribe or sell the securities described herein, and no shares or other securities are being offered or sold in any jurisdiction pursuant to this Information Memorandum.

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Investing in the shares issued by the Company (the "Shares") involves risks. In reviewing this Information Memorandum, you should carefully consider the matters described in Section 1 "Risk Factors" below, beginning on page 5.

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This Information Memorandum is subject to Norwegian law, unless otherwise stated herein. Any dispute arising out of or in connection with this Information Memorandum is subject to the exclusive jurisdiction of the Norwegian courts, with Oslo District Court as legal venue.

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IMPORTANT INFORMATION

The Company has furnished the information in this Information Memorandum. See Section 2 (Responsibility Statement) for the Company's board of directors' ("Board of Directors" or the "Board") responsibility statement in relation to the information contained herein.

The information contained herein is valid as at the date hereof and is subject to change, completion and amendment without further notice. There may have been changes affecting the Goodtech Group subsequent to the date of this Information Memorandum. The publication and distribution of this Information Memorandum shall not under any circumstances create any implication that there has been no cha nge in the affairs of Goodtech Group or that the information herein is correct as of any date subsequent to the date of this Information Memorandum.

All inquiries relating to this Information Memorandum must be directed to the Company. No other person is authorized to give any information about, or to make any representation on behalf of, the Company in connection with the Transaction. If any such information is given or representation made, it must not be relied upon as having been authorized by the Company.

The contents of this Information Memorandum are not to be construed as legal, business or tax advice. Each reader of this Information Memorandum should consult with its own legal, business or tax adviser as to legal, business or tax advice. If you are in any doubt about the contents of the Information Memorandum you should consult your stockbroker, bank manager, lawyer, accountant or other professional adviser.

The distribution of this Information Memorandum in certain jurisdictions may be restricted by law. The Company requires persons in possession of this Information Memorandum to inform themselves about, and to observe, any such restrictions.

No action has been taken or will be taken in any jurisdiction by the Company that would permit publication or distribution, directly or indirectly, of any documents relating to the Transaction or any amendment or supplement thereto, including, but not limited to, this Information Memorandum, in any country or jurisdiction where specific action for that purpose is required. The Company has not registered, and does not intend to register, any of the shares issued by the Company (the "Shares") under the Unites States Securities Act of 1933, as amended (the "U.S. Securities Act"), and its Shares may not be offered or sold in the United States of America absent registration or exemption from registration.

INFORMATION INCORPORATED BY REFERENCE

The Continuing Obligations allow Goodtech to incorporate by reference information in this Information Memorandum that has been previously filed with Oslo Børs or the Financial Supervisory Authority of Norway in other documents. The audited historical financial statements for the Goodtech Group as of and for the years ended 31 December 2014, 2013 and 2012 (the "Annual Financial Statements"), prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"), and the director's reports and auditor's reports in respect of the Annual Financial Statements, have been incorporated as a part of his Information Memorandum; see Sections 10.3 Incorporated by reference. The same applies to Goodtech Group's accounting principles, the financial statements of Q3 2015 and the appurtenant director's report. Accordingly, this Information Memorandum is to be read in conjunction the said documents.

INFORMATION SOURCED FROM THIRD PARTIES

The information in this Information Memorandum that has been sourced from third parties has been accurately reproduced and, as far as Goodtech is aware and able to ascertain from information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Information Memorandum includes forward-looking statements that reflect Goodtech's current views with respect to future events and financial and operational performance, including, but not limited to, statements relating to the risks specific to the Goodtech Group and the Transaction, and the businesses and the implementation of strategic initiatives, as well as other statements relating to Goodtech Group's future business development and economic performance. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "assumes", "projects", "forecasts", "estimates", "expects", "anticipates", "believes", "plans", "intends", "may", "might", "will", "would", "can", "could", "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements are not historic facts. They appear in a number of places throughout this Information Memorandum and include statements regarding Goodtech's intentions, beliefs or current expectations concerning, among other things, goals, objectives, financial condition and results of operations, liquidity, prospects, growth, strategies, impact of regulatory initiatives, capital resources, and the industry trends and developments. Readers are cautioned that forward-looking statements are not guarantees of future performance and that the actual financial condition, operating results and liquidity of the Goodtech Group, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Information Memorandum. By their nature, forward-looking statements involve and are subject to known and unknown risks, uncertainties and assumptions as they relate to events and depend on circumstances that may or may not occur in the future. Because of these known and unknown risks, uncertainties and assumptions, the outcome may differ materially from those set out in the forward-looking statements.

The information contained in this Information Memorandum, including the information set out under Section 1 "Risk Factors", identifies certain factors that could affect the business, financial condition, operating results, liquidity, performance and prospects of the Goodtech Group. Readers are urged to read all sections of this Information Memorandum and, in particular, Section 1 "Risk Factors".

Goodtech undertakes no obligation to publicly update or publicly revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to Goodtech or to persons acting on Goodtech's behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this Information Memorandum. Investors are advised, however, to consult any further public disclosures made by the Company, such as filings made with Oslo Børs or press releases.

1.	Risk Factors	5
2.	Responsibility Statement	10
3.	Description of The transaction	11
4.	Presentation of Goodtech ASA	14
5.	Information regarding Goodtech Intressenter AB	25
6.	Market overview	29
7.	Presentation of Goodtech ASA after the transaction	31
8.	Historical Financial Information	35
9.	Pro Forma Financial Information	48
10.	Additional Information	49
11.	Definitions	51

1. RISK FACTORS

Investing in Goodtech involves inherent risks. Prospective investors should consider, among other things, the risk factors set out herein in the Information Memorandum before making an investment decision. The risks described below are not the only risks facing the Group. Additional risks not presently known to Goodtech or that Goodtech currently deems immaterial may also impair the Group's business operations and adversely affect the price of the Shares. If any of the following risks actually occur, Goodtech Group's business, financial position and operating results could be materially and adversely affected.

A prospective investor should consider carefully the factors set forth below, and elsewhere in the Information Memorandum, and should consult his or her own expert advisors as to the suitability of an investment in the Shares.

An investment in the Shares is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the investment. Such information is presented as of the date hereof and is subject to change, completion or amendment without notice.

1.1 Risks related to the Transaction

1.1.1 Anticipated benefits

Achieving the anticipated benefits of the Transaction will depend in some part on the Company's ability to utilise the cash received in the Transaction in a profitable manner, adapt to the new company and governing structure and the Company's ability to capitalize on increased operational focus and financial flexibility as a result of the reduced debt level following the Transaction. Achieving the anticipated benefits may take time, and there can be no assurance of a successful implementation of these measures by the Company. The Company's failure to do so may result in a significant diversion of management's time from ongoing business matters, which may have a material adverse effect on the business, results of operation and financial condition of the Group.

1.1.2 No completion of the Transaction

Pursuant to the SPA, completion of the Transaction is conditional upon, inter alia, no termination of the Buyer's bank financing and no termination, nor breach of the SPA. There can be no guarantee that the necessary conditions for completion of the Transaction are met. If the Transaction is not implemented, this may have an adverse effect on the business, results of operation and financial condition of the Group.

1.2 Financial risks

1.2.1 Financing risks

The Goodtech Group has obtained, and may in the future obtain, debt funding in relation to acquisitions or other future funding needs. Goodtech cannot assure that it will be able to obtain any additional financing or retain or renew current financing upon expiry on terms that are acceptable, or at all. An increase in the Goodtech Group's level of debt financing and/or adverse change in the terms of its current financing agreements, may increase financing costs and reduce the Goodtech Group's profitability. If the Goodtech Group becomes unable to service its debt when due, there will be a default under the terms of these agreements, which could result in an acceleration of repayment of funds that have been borrowed and have a material adverse effect on the Goodtech Group's results of operation, cash flow, financial condition and/or prospects.

The Goodtech Group has operational and financial covenants related to its loans and other financial commitments, demanding a certain performance of the Goodtech. Failure to comply with financial and other covenants may have a material adverse effect on the Goodtech Group and its financial position, including potential increased financial cost, need for re-financing and requirement for additional security or cancellation of borrowings.

In order for the Group to undertake desired strategic investments directed against the market, in accordance with the Group's strategic plans for future development, it is imperative that the Group has proper financial room to manoeuvre. If the Group experiences a reduction in available liquidity, the Group may not be able to carry out such desired strategic investments. This may have a material adverse effect on the Goodtech Group's business, revenues, and results of operations or financial condition.

1.2.2 Interest rate risk

The Goodtech Group's exposure to interest rate risk is mainly associated with financing using variable rates. Financing sources are primarily short-term loans and credits. Any surplus liquidity is primarily placed in bank deposits and low-risk money market unit

1.2.3 Dependency on cash flow from subsidiaries

Goodtech's assets consist of direct shareholdings in its subsidiaries. Accordingly, the ability of Goodtech to make required payments of interest and principal on its outstanding indebtedness and funding of the Goodtech Group's operations is affected by (i) the ability of Goodtech to obtain access to the earnings and cash balances of its subsidiaries or otherwise realise their value, and (ii) the future operating performance of the Goodtech Group and its ability to refinance its indebtedness where necessary.

The transfer of funds to Goodtech by its subsidiaries (by way of dividends, inter-company loans or otherwise) may be subject to legal and contractual restrictions, and be dependent on the liqui dity and financial position of the subsidiaries.

There can be no assurance that the Group will be able to service its debt obligations or will have access to such earnings or cash balance in the future.

1.2.4 Exchange rate risk

The Goodtech Group currently operates in several European countries. Contracts have been entered into in local currencies (primarily NOK, SEK, EUR and USD) and currency fluctuations may result in adjusted revenue in NOK for foreign operations.

Revenues and costs are to a large extent based in NOK and SEK, but some revenues and costs are in other currencies.A sharp price appreciation of the NOK towards the trading currencies will have an impact on short term and long term earnings if not actively countered by successful hedging activities.

For Goodtech, NOK is the reporting currency and the currency in which the share price is denominated.

1.2.5 Tax and VAT risks

Norwegian authorities, or the authorities in other jurisdictions in which the Group operates, may at any time introduce new legislation or implement measures related to tax or VAT legislation that may affect the income and costs of the Group.

A difference in the interpretation of relevant tax and VAT legislation or other future changes to the current tax and/or VAT-regime could potentially have a material adverse effect on the Group's financial position or results of operations.

1.2.6 Counterparties

The Group will be exposed to counterparty risk (including credit risk) in several instances, including, without limitation, with respect to suppliers and customers and other third parties who may owe sums or obligations to the Group. If, for any reason, any of the counterparties are unable or unwilling to fulfil their related contractual obligations or if they otherwise terminate such agreements prior to the expiration thereof, the results of operations, financial condition and cash flows could be adversely affected.

1.3 Risks related to the industry and market in which the Goodtech Group operates

The Goodtech Group expects that the market for its products and services will grow. However, should the demand for the Group's products and services fall this may harm the future profitability of the Group. In addition, the demand may differ between the Group's products and services. Please see Section 6 "Market Overview" for more information about significant recent trends in the Group's business and relevant markets.

1.4 Operational risks

1.4.1 Reliance on third party collaborative partners

The Goodtech Group is buying most of the hardware parts from external suppliers, and is hence dependent on the performance of subcontractors in the production and delivery of its products. Poor manufacturing performance by third party manufactures could have a significant adverse effect on the Group's business, financial condition or result of operations.

1.4.2 Ability to sustain current profitability and margins

The profitability of the Goodtech Group may be affected by a number of factors, including but not limited to, customer bargaining power, the general competitive environment, increased capacity costs as a result of increased sales, increased employee turnover and failures in research and development activities.

1.4.3 Risk related to technology

There can be no assurance that the Group's products will continue to be an attractive alternative to competing technologies. It could have a material adverse effect on the Group's business, results of operations and financial condition if the Group's technology becomes obsolete.

1.4.4 Risk related to projects

A large part of the Goodtech Group's operations relates to the implementation of individual projects. The complexity, size, duration and risks of these projects vary. The consolidated balance sheet includes the assets and liabilities related to ongoing projects. Some items include estimate uncertainty where the Group's management and project managers have exercised discretion based on certain assumptions. During the project period, situations or changes in market conditions may arise that may result in changed estimates, thereby affecting the assets, liabilities, equity and profits. The Group currently has some major projects where clarification is ongoing with the client for a financial settlement.

1.4.5 Risk related to customer guarantees

Some contracts involve guarantees to the customer for successful completion of contracts. Should any of these be exercised, this may have negative economic consequences for the Group.

1.4.6 Risk related to protection of intellectual property

Any patents granted may not necessarily provide the Group with adequate protection. Competitors may be able to develop technologies which fall outside the scope of such patents, but will make it possible to offer similar products. There may be a risk that third parties will claim that the patents are invalid, and there can be no assurance that such claims will not be successful. In the event of third parties infringing the patents, the Group may not discover this, and even if it discovers such infringement, any action to enforce the Group's rights can be costly and difficult, and will not necessarily provide the Group with full compensation for the losses suffered as a result of such infringement.

The Group may be exposed to claims that its technology infringes the intellectual property rights of third parties. Although the Group is not aware of any allegation that its technology infringes the intellectual property rights of any third party, there can be no assurance that such allegations will not be made or that such claims will not be successfully pursued against the Group.

1.4.7 Attraction and retention of key employees and consultants

The Group and its operations are highly dependent on retention of and performance by key employees and management in the Goodtech Group. The loss of any of the members of the Group's senior management or other key personnel or the inability to attract a sufficient number of qualified employees could adversely affect its business and results of operations.

1.4.8 Disputes and legal or regulatory proceedings

The Goodtech Group may be involved in disputes and legal or regulatory proceedings. Such disputes and legal or regulatory proceedings may be expensive and time-consuming, and could divert management's attention from The Goodtech Group's business. Furthermore, legal proceedings could be ruled against the Goodtech Group and the Group could be required to, inter alia, pay damages or fines, halt its operations, etc., which could ha ve a significant adverse effect on the Group's business, prospects, financial results and results of operations.

1.4.9 Irregularities

As disclosed to the market prior to the date of this Information Memorandum, the Company has discovered irregularities in part of Company's Swedish subsidiaries. The Company has reported certain circumstances and persons to the police, and also initiated independent investigations. Investigations are still ongoing, and the result of the investigations is currently unknown. Dependent on the irregularities in question and the result of the investigations, the discovered irregularities may have consequences which could have a significant adverse effect on the Group's business, prospects, financial results and results of operations.

1.5 Risks related to the Shares

1.5.1 Volatility of the share price

The price of the Company's Shares may experience substantial volatility. The trading price of the Shares could fluctuate significantly in response to variations e.g. in operating results, adverse business developments, commodity prices, interest rate changes and changes in financial estimates by securities analysts. The market price of the Shares could decline due to sales of a large number of Shares in the market or the perception that such sales could occur. Such sales could also make it more difficult for the Company to offer equity securities in the future at a time and at a price that are deemed appropriate.

1.5.2 Potential share capital dilution

The Company may in the future decide to offer additional shares or other securities in order to finance new capitalintensive projects, or in connection with unanticipated capital requirement, liabilities or expenses or for any other purposes. Any such additional offering could reduce the proportionate ownership and voting interests of holders of shares, as well as the earnings per share and the net asset value per share of the Company, and any offering by the Company could have a material adverse effect on the market price of the shares.

1.5.3 Company resolutions

The Company's shareholders may adopt majority resolutions in the general meeting which not all of the Company's shareholders support. Consequently, there is a risk that minority shareholders may challenge resolutions made by the Company's general meeting. In certain circumstances, the Company's general meeting may also have adopted resolutions which later are found to be contradictory to laws or regulations. In the event that resolutions are challenged, and later found to violate laws or regulations, this could have a significant adverse effect on the Goodtech Group's business, prospects, financial results and results of operations.]

1.5.4 Limitation of ability to make claims against the Company following a share capital increase

The ability of shareholders of the Company, in their capacity as such following registration of a share capital increase in the Company in the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret), to make claims against the Company is severely limited under Norwegian law.

1.5.5 Enforceability of civil liabilities

The Company is organised under the laws of Norway. Its directors are residents of Norway and Sweden, and a substantial portion of its assets is located in Norway. As a result, it may not be possible for investors to affect service of process in their own jurisdiction on the Company or any of such persons, or to enforce against them judgements obtained in non-Norwegian courts. Norway is party to the Lugano Convention and a judgement obtained in another Lugano Convention state will in general be enforceable in Norway. However, there is substantial doubt as to the enforceability in Norway of judgements of non-Lugano Convention state courts, including the courts of the United States.

1.5.6 Nominee accounts and voting rights

Beneficial owners of the Shares that are registered in a nominee account (e.g. through brokers, dealers or other third parties) may not be able to vote such Shares unless their ownership is re-registered in their names with the VPS prior to Goodtech's general meetings. The Company cannot guarantee that beneficial owners of the Shares will receive the notice for a general meeting in time to instruct their nominees to either effect a re-registration of their Shares or otherwise vote their Shares in the manner desired by such beneficial owners.

1.5.7 U.S. Shareholders and certain other foreign shareholders may be diluted if they are unable to participate in future offerings

US holders of the Shares may not be able to receive trade or exercise pre-emptive rights in respect of any issuance of Shares by the Company, unless a registration statement under the US Securities Act of 1933 is effective with respect to such rights or an exemption from the registration requirements of the US Securities Act of 1933 is available. The Company is not a registrant under the US securities laws. If US holders of the Shares are not able to receive, trade or exercise pre-emptive rights granted in respect of their Shares in any rights offering by the Company, then they may not receive the economi c benefit of such rights. In addition, their proportional ownership interests in the Company will be diluted. Inability to receive, trade or exercise pre-emptive rights for new Shares due to local restrictions may also apply in other jurisdictions.

1.5.8 Exchange rate for foreign shareholders

The Shares are priced in Norwegian kroner (NOK), the lawful currency of Norway, and any future payments of dividends on the Shares will be denominated in NOK. Accordingly, any investor outside Norway is subject to adverse movements in the NOK against their local currency, as the foreign currency equivalent of any dividends paid on the Shares or price received in connection with any sale of the Shares could be materially adversely affected.

2. RESPONSIBILITY STATEMENT

Statement from the Board of Directors of Goodtech ASA

The Board of Directors of the Company confirms that, having taken all reasonable care to ensure that such is the case, the information contained in the Information Memorandum is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import.

Oslo, 26 November 2015

The Board of Directors of Goodtech ASA

Stig Grimsgaard Andersen Chairman of the Board

Rolf Tannergård Board member

Karl-Erik Staubo Board member

Hilde Vik Matre Board member

Åsa Otterlund Board member

Terje Thon Board member Anne Ma Sødahl Wessel Board member

Håvard Kristiansen	Susanne Häggström
Employee Representative	Employee Representative

3. DESCRIPTION OF THE TRANSACTION

3.1 Overview of the Transaction

On 16 October 2015, Goodtech ASA ("Goodtech" or the "Company") entered into a share purchase agreement (the "SPA") regarding a sale of 100% of the shares in Goodtech Intressenter AB ("GIAB") to Eitech Holding AB (formerly AB Coport 480) (the "Buyer"). GIAB is a Swedish subsidiary of Goodtech and the Swedish parent company of Goodtech's Swedish subsidiaries, holding all shares in Goodtech Projects & Services AB, INAC Process AB and Power Control AB. Goodtech Projects & Services AB owns 50% of the shares in GAQ Contracting AB, which is also included in the Transaction.

The Buyer is a company controlled by Rolf Tannergård, the largest ultimate shareholder in Goodtech.

3.2 Background for the Transaction

Goodtech acquired El & Industrimontage Intressenter AB, today GIAB, in October 2010 against a consideration of newly issued shares in Goodtech to the shareholders of GIAB.

Following the acquisition, the Goodtech Group has not been able to realize the synergies and the value creation potential which were expected at the time of the transaction, and shareholder values have gradually been reduced in the period after the acquisition. It has proven to be difficult combine the operations of GIAB Group with the remaining operations of the Goodtech Group, which has made and makes it challenging for the Board to continue developing the business. The Board therefore proposes to split the operations to pave way for further development of both GIAB Group and Goodtech Group. The two largest shareholders, both of whom have been present in the negotiation of the SPA, support the Transaction.

Goodtech has over an extended period of time conducted a broad strategic process to evaluate alternative solutions to solve the challenges in the Group.

The Board is aware that the Transaction implies that the Buyer is the only shareholder who will be offered the opportunity to exchange its shares with shares in GIAB. It has, however, not been possible to agree on another a structure which would provide all shareholders with the same opportunity. The Board also emphasizes that the remaining business of the Goodtech Group has delivered better margins and results in 2015 than the business in GIAB Group. Further, the debt position in GIAB Group has over the last years shown a negative trend, which affects Goodtech Group's financial flexibility. The Board expects that a higher share of the operating income will be left for the remaining shareholders in Goodtech, after the Transaction. The debt level in the Company will at the same time be reduced and enable the Goodtech Group to increasingly focus on its operations.

The Board's assessment is that a separation of the business will free up resources and create value in the longterm, both for the remaining business and for GIAB Group. Following the Transaction, the Goodtech Group will still be a leading Scandinavian company within the industrial technology and environment sector, with its core business focusing on automation, industrial IT, environmental technology and advanced industrial production technology. Goodtech Group will have approximately 400 employees following the Transaction.

The Transaction has been entered into with a related party and GIAB is therefore divested on an "as is" basis, with limited guarantees and reduced risk of liability for Goodtech compared to what the Board would have expected if the agreement had been entered into with an unrelated third party. The Board regards this as a significant advantage for Goodtech in connection with the Transaction.

Goodtech has in the SPA agreed to a non-compete clause in Sweden. The non-compete clause is based on market terms and exceptions apply for Goodtech Group's existing business in Sweden (excluding GIAB) at the time of closing of the Transaction.

The Buyer has agreed to re-brand the acquired business as from closing of the Transaction, but with a transition period of 12-months after the closing date. There will be a partial overlap in the use of the Goodtech name during this period.

The Transaction is inter alia conditional upon approval by Goodtech's general meeting, in accordance with the Norwegian Public Limited Liability Companies Act's regulations with regards to related party transactions, and an auditor statement confirming a reasonable agreement between the considerations in the Transaction has been provided by BDO AS. In addition, a fairness opinion by BDO AS confirms the Board's evaluation of the Transaction.

Based inter alia on the above, the Board decided to enter into the SPA.

3.3 Goodtech Intressenter AB (GIAB)

GIAB is a Swedish public limited liability company with headquarters in Umeå. The company is the holding company in a Swedish group with 5 subsidiaries and approximately 1,100 employees, mostly installers and engineers.

GIAB Group delivers high tech solutions within electrical installations, power technology and automation, in addition to service & maintenance for customers in both the private and public sectors. The group's core business relates to automation, energy technology, power technology, information and communication technology, electrical installations, process installations and service & maintenance, independent of the product supplier. Important sectors for the company include infrastructure, power & heating, industry, construction and the public sector.

The group's CEO is Olle Backman and the CFO is Elisabeth Johagen. The remaining management consists of Magnus Falkman, Jan Hintze and Tobias Harnerud.

The board of GIAB consists of the following persons: Rolf Tannergård (Chairman), Stig Grimsgaard Andersen, Karl-Erik Staubo, Göran Hänström, Susanne Häggström (Employee Representative) and Christer Erita (Employee Representative).

3.4 Consideration

Pursuant to the SPA, the Buyer shall pay NOK 250,000,000 (the "Purchase Price") for the shares in GIAB. The Purchase Price has been negotiated by Goodtech and the Buyer, and is based on the current status of GIAB and expectations of future earnings. The Purchase Price is further based on the presumption that the consolidated net debt in GIAB, including its subsidiaries, at the time of closing of the Transaction is between NOK 90,000,000 and NOK 115,000,000. The Transaction therefore reflects an enterprise value between NOK 340,000,000 and NOK 365,000,000. Goodtech and the Buyer have an opportunity to terminate the agreement prior to closing of the Transaction if the average net debt in GIAB is below NOK 90,000,000 or above NOK 130,000,000, respectively.

The Board has in its assessment of the Purchase Price taken into account trading multiples of listed peers and M&A transactions within the sector. In addition, previous indicative bids on GIAB from independent parties have been taken into consideration.

The Purchase Price shall be settled at closing of the Transaction as follows:

NOK 85,555,856 in cash by wire transfer;
NOK 10,000,000 in cash by wire transfer to an escrow account as security for potential guarantee liabilities; and
NOK 154,444,144 to be settled by set-off against the claim the Buyer will receive against Goodtech in connection with the amortization of 9,652,759 of the Buyer's shares in Goodtech by way of a share capital reduction.

The NOK 10,000,000 to be transferred to an escrow account will be set aside to cover potential losses on a specified project which will be completed prior to the closing of the Transaction. In case a loss is incurred on the project, Goodtech shall carry 50% of the loss, limited upward to maximum NOK 10,000,000.

The Buyer has informed Goodtech that settlement of the cash portion of the Transaction will be financed by way of acquisition financing which has been committed by a bank, in addition to an issue of new shares and shareholder loan.

As part of the settlement of the Purchase Price, a total of 9,652,759 shares in Goodtech owned by the Buyer shall be redeemed, with the effect that the Buyer receives a claim equal to redemption amount of NOK 154,444,144 against Goodtech following the share capital reduction. The SPA states that the claim shall be utilized as part of the settlement of the Purchase Price by set-off. The price in the share capital reduction has been set to NOK 16 per share, and is based on similar valuation principles which have been used to find the underlying values in GIAB and Goodtech. Reference is made to the fairness opinion prepared by BDO AS for a more detailed description of the valuations.

3.5 Completion & Conditions

Closing of the Transaction is conditional upon, inter alia, the following main terms:

approval of the SPA by the general meeting of Goodtech;
that no creditors have made objections with regards to the share capital reduction which have not been resolved;
that bank guarantees provided by Goodtech for the benefit of GIAB or its subsidiaries are released;and
that the Buyer's bank has not terminated the acquisition financing in accordance with the terms of the financing.

Further, the closing of the Transaction is conditional upon that none of the parties have terminated the SPA in the event that the net debt in GIAB is below NOK 90,000,000 or above NOK 130,000,000, as mentioned above, and that none of the parties are in breach of the SPA.

The Transaction is assumed not to require approval by relevant competition authorities.

The general meeting has resolved the share capital reduction in connection with the Transaction in accordance with in the Norwegian Public Limited Liability Companies Act chapter 12.

The extraordinary general meeting was held on 9 November 2015. Following this and as required by law, a creditor notice period of six weeks commenced. Closing of the Transaction cannot be carried out prior to the expiration of the creditor notice period. Closing of the Transaction is expected to take place in the period between 21 and 30 December 2015.

3.6 Interest of certain persons in the Transaction

Goodtech has in the past, through GIAB, entered into bonus agreements with selected leading employees in GIAB Group, which become payable in case of a sale of the Swedish companies and the selected employees agree to continue to be employed by the GIAB Group. The selected leading employees are the following 6 employees:

Division Manager, Sweden North division
Operational Division Manager, Sweden North division
Regional Manager, Sweden North division
Division Manager, Sweden South division
Vice Division Manager, Sweden South division
Business unit Manager, Sweden South division

The agreements are enforceable as a result of Goodtech's sale of GIAB, and will imply a one-time cost of NOK 11,000,000 to Goodtech. Other than the mentioned bonus agreements, no other agreements are entered into in connection with the Transaction for the benefit of the Group's executive management or Board members, and it is not expected that such agreements will be entered into.

4. PRESENTATION OF GOODTECH ASA

4.1 Incorporation, registered office and registration number

The Company's legal and commercial name is Goodtech ASA. The Company is a Norwegian Public Limited Company organised under Norwegian law. The Company's registered organization number is 914 769 922. The Company was incorporated in 1913 under the name Norsk Elektrisk Kabelfabrikk A/S.

The Company's registered office is Per Krohgs vei 4, 1065 Oslo, Norway. The Company's telephone number is +47 815 68 600.

4.2 History

Below is an overview of the key milestones in the Company's history:

Time	Historical milestone
1913	Goodtech is established in 1913 under the name Norsk Elektrisk Kabelfabrikk A/S. The company's business is related to construction, production and sale of low-voltage cables in Norway, and internationally from 1980.
1984	The Company is listed on the Oslo Stock Exchange
1993	The Company changes name to Goodtech. It is decided to close down all activities not based on environmental engineering. At this point, Goodtech ASA owns a 100% share in Isoterm AS and a 36% share in Biovac AS.
1994	Goodtech increases its ownership in Biovac AS to 100%.
1996	Goodtech acquires MRAB Ltd based on Åland. In the years leading up to 1997, 10 companies were established or acquired. At the same time, the market increased demand for systems suppliers with process engineering skills. Up to 2001, Goodtech expanded its activities in the market of environmental engineering, and had a strategy to become a total systems provider for water and waste markets both in Norway and internationally.
2001	The Board of Goodtech decides to start a thorough restructuring of the Goodtech Group. In the years between 1998 and 2001, Goodtech delivered weak economic performance. The restructuring implied shut downs and reduction in workforce. Most of this was completed in 2002-2003 and has established a foundation for a profitable company.
2005	Goodtech acquired Cronus Holding AS ("Cronus"). The acquisition of Cronus establishes Goodtech as a solid company with important industry knowledge, commercial experience and international focus.
2006	Following the acquisition of Cronus, Goodtech experiences signifi cant growth and increased profitability. Goodtech is reorganised in three business areas: Automation and Industry, Material handling and Infrastructure, and Environment and Energy recovery. Goodtech acquires Triple-S Industry Automation AS by the end of the year.
2007	Goodtech acquires Elmatikk Engineering AS and MTH Automation AB and establishes a sales department in Germany. Biovac enters the Swedish market.
2008	Goodtech Group's turnover exceeds MNOK 500 for the first time, reaching MNOK 555 at year end. Goodtech strengthens its position within material handling and automation through the acquisitions of WermTec Industriteknik AB, Three Dimensional Technologies Nordic AB, KHKs Ventil & Mekaniska Service and Industriautomation i Karlstad AB.
2009	A new visual identity is launched, followed by a reorganisation of the group structure. Goodtech acquires the material handling company Lecab Materialhantering AB, the automation company Intercontrol AS and Haco Hydrogeologi og Avløpskompetanse AS, a leading supplier of natural cleaning agents.
2010	Goodtech further strengthens its position within automation and material handling through the acquisition of Fleximatic AS, a well-established supplier of machinery and solutions to the pharmaceutical and food indu stries.
	In March 2010, Goodtech establishes a joint venture with El & Industrimontage Svenska AB. Through the 50/50 % owned holding company Goodtech EIAB AS, the company acquires 80 % of Troll Power AS, a leading centre of expertise within electrical processes and power systems.
2010	Goodtech merges with El & Industrimontage and becomes one of the Nordic countries' leading suppliers of automation and electrical, industrial and environmental technology. The Group keeps the Goodtech name and takes on a new visual identity.
2011	Goodtech Group's turnover exceeds NOK 2 billion for the first time.
2015	Goodtech sings an agreement to sell Goodtech Environment AS (formerly Biovac AS) on 15 October 2015. Expected closing of the transaction is January 2016.

4.3 Legal structure

Below is an overview of the Group's legal structure:

Date	Share capital	Own shares	Share premium	Other paid-in capital	Total
31/12/2010	65,058	-181	535,440	0	600,317
31/12/2011	65,058	-107	35,318	500,000	600,390
31/12/2012	65,058	-70	35,318	500,000	600,305
31/12/2013	65,058	-52	35,318	500,000	600,323
31/12/2014	65,058	-252	35,318	500,000	600,123
30/09/2015	65,058	-252	35,318	500,000	600,123

4.4 Share capital and historical development of share capital

Nominal value per share is NOK 2.00. All shares have equal voting rights. All issued shares are fully paid up.

4.5 Business overview

The Goodtech Group is an engineering group dedicated to renewing and developing important public functions. Through its core capabilities in electricity, automation, and power and industrial engineering, the Group contributes to reliable energy supply, improved infrastructure and more efficient and environment-friendly production.

Whether it's electrical installations in the industrial and public sectors, switchgear assembly, automation solutions, sewage works or high-tech solutions for industry, Goodtech Group's presence in the community is evident in the installations and systems that the Group has built.

Goodtech is listed on the Oslo Stock Exchange. The Group had sales of approximately NOK 2.4 billion in 2014 and more than 1,500 employees in 40 locations across Norway, Sweden and the Åland Islands.

As a result of a new organisational structure with changed responsibilities and reporting structure from 1 January 2015, Goodtech has defined the following segments (business areas) effective from 1 January 2015: Projects & Services Norway, Projects & Services Sweden, Solutions, Environment and Products. This means that Infra structure

is no longer reported as a separate business area from 1 January 2015, but forms part of the Projects & Services Sweden business area. The segment revenue figures for 2014 are based on unaudited figures from the Q3 2015 report. See section 8.3 of this Information Memorandum for additional details on historical figures for the different segments.

The Goodtech Group's 5 reporting segments as outlined in the illustration below:

4.5.1 Projects & Services Sweden (P&S Sweden)

The P&S Sweden segment targets medium to large electro & instruments installation projects within the tele, data, security and control systems & high voltage segments. The entity is a specialized E&I player in the Swedish market for building & electro automation, turn-key power & energy solutions and complete system deliveries. The entity targets large road-, rail- and subway projects within the Electro, Telecom and Signalling segments. The entity is an established player in the Swedish railway market for turn-key (B)EST contracts and has a concentrated and powerful customer base. The entity reported NOK 1,556 million in revenues in 2014 and had 1,113 employees as of the end of 2014.

Overview of key deliveries in the P&S Sweden segment

4.5.2 Projects & Services Norway (P&S Norway)

The P&S Norway segment targets system integration projects such as programming of automation, industrial IT solutions and engineering services. The entity is the leading independent system integrator in the Norwegian markets for automation and industrial IT. The entity reported NOK 279 million in revenues in 2014 and had 202 employees as of the end of 2014.

Overview of key deliveries in the P&S Norway segment

4.5.3 Solutions

The Solutions segment delivers complete turn-key solutions of complex logistics systems and production lines. The entity has a strong position within selected niches for automated production in Sweden and Norway. Its competitive edge lies within existing customer relations and product knowledge. The entity reported NOK 189 million in revenues in 2014 and had 97 employees as of the end of 2014.

4.5.4 Environment

The Environment segment delivers technologies and solutions within small- to large-scale clean water systems, waste water treatment facilities and biogas plants. The entity is an experienced niche player with a well-proven technology within biogas, process water and closed sewage systems to Norwegian and Swedish markets. The entity reported NOK 184 million in revenues in 2014 and had 47 employees as of the end of 2014.

Overview of key deliveries in the Environment segment

4.5.5 Products

The Products segment provides a large proprietary portfolio of automation products towards several industries. The entity is an established reseller with critical product and customer knowledge within a large and prosperous addressable market. The entity reported NOK 92 million in revenues in 2014 and had 28 employees as of the end of 2014.

Overview of key deliveries in the Products segment

4.6 Patents and licenses

The Goodtech Group has a series of patents and trademarks related to material handling business, energy recovery and environmental. Within energy recovery, many of these products are patented in numerous countries. The table below highlights Goodtech Group's key Norwegian and Swedish patents.

Selected patents granted or pending
Patent name	Patent number	Status
Electrolysis cell and structural	WO 2004/083489 A1	Granted
elements
A method and a system for energy	PCT/NO2005/000330	Pending
recovery and/or cooling
Valve	20110364	Granted
Forked Heat Pipe	20120031	Granted
Angular Independent Heat Pipe	20130640	Pending
Gittermanifold	20140845	Pending
Surface Texture	20140845	Pending
Heat Recovery	20150613	Pending

The Company does not view any single patent to be material to the Goodtech Group's current business.

Portabulk® is a registered trademark which is essential for Goodtech Solutions AS.

4.7 Trend information

The Group has not experienced any changes or trends outside the ordinary course of business that are significant to the Group's financial or trading position between 31 December 2014 and the date of this Information Memorandum, other than those described elsewhere i n this Information Memorandum. Please see Section 6 "Market Overview" for more information about significant recent trends in the Group's business and relevant markets.

4.8 Board of Directors and Management

Goodtech's registered office, Per Krohgs vei 4, 1065 Oslo, Norway, serves as c/o address for Goodtech's Board of Directors and management.

4.8.1 Board of Directors

Stig Grimsgaard Andersen, Chairman. Grimsgaard Andersen (born 1955) holds a Master of Business Administration from the University of San Francisco. He is the Executive Chairman at Holmen Industri AS, Chairman of Unison Forsikring ASA, Silver Pensjonsforsikring AS, Grieg Investor ASA and Maritime Information Systems (Maris) AS. He is also a Board member of several non-listed companies. Grimsgaard Andersen was formerly the Group President of Aon Norden. Grimsgaard Andersen and related parties own 107,201 shares in Goodtech ASA. He also has indirect holdings via Holmen Industri Invest 1 AS.

Rolf Tannergård, Board member. Tannergård (born 1948) is a qualified engineer. He started El & Industrimontage Svenska AB in 1993 and became working chairman of the company in 2003. Tannergård has experience from a number of management positions in the Swedish electrical industry. Tannergård owns 9,652,759 shares in Goodtech ASA.

Karl-Erik Staubo, Board member, Chairman of audit committee. Staubo (born 1956) is a Bachelor of Commerce and holds a Master's Degree in International Management from the United States. He is the Managing Director of Holmen Industri AS as well as being Chairman and Board member for several companies in Norway and Scandinavia. Staubo has experience of executive positions in stockbroking, fund management and investment companies. He is also Chairman of the audit committee at Goodtech ASA. Staubo and related parties own 35 000 shares in Goodtech ASA. He also has indirect holdings via Holmen Industri Invest 1 AS.

Anne Ma Sødahl Wessel, Board member. Wessel (born 1952) holds a degree in civil engineering from NTNU and has completed several master programs at BI in fields such as Board competence and project management. She is employed at Statoil and is working on projects relating to Statoil 's international operations. Wessel has many years of wide ranging experience in positions in technology and project management at Aker Engineering and Norsk Hydro. She has also been a member of the Corporate Assembly at Kollektivtransportproduksjon AS. Wessel owns 0 shares in Goodtech ASA.

Terje Thon, Board member. Thon (born 1946) has been a Board member since 2015. He is also Chairman of the Board at Sporveien Oslo AS and of Kimen Fondation and a Member of the Board of Infocare AS. Since 2000 Thon has served as an independent consultant in his own company and has experience from s everal board memberships within Telecom, IT, Media, Power Generation. He has operational experience from the position as SEVP at Telenor ASA, CEO of TBK AS and Division Manager and VP of Elektrisk Bureau ASA. Thon has a Master of Engineering degree from Norwegian University of Science and Technology at Trondheim, and Program for Management Development from Harvard Busines School. Thon owns 0 shares in Goodtech ASA.

Hilde Vik Matre, Board member. Matre (born 1961) holds a Master of Science in Business Administration. She is managing director in Lille Oslo Eiendom AS. Matre has broad experience from leading positions within bank and finance. She is also board member in several Norwegian companies. Matre owns 0 shares in Goodtech ASA.

Åsa Otterlund, Board member. Otterlund (born1964) holds a degree in business administration. She works as Investment Manager at Almi InvestAB. Otterlund has experience from several management positions in business development and finance. Otterlund is also a member of the audit committee of Goodtech ASA. Otterlund owns 27,965 shares in Goodtech ASA.

Håvard Kristiansen, Board member. Kristiansen (born 1979) is a qualified automation engineer with a bachelor's degree from the University of Oslo and a master's degree from the University of Sunderland. He works as Project Engineer/Project Manager at Goodtech Projects & Services AS, Oslo. Kristiansen is one of the employee representatives on the Board. Kristiansen owns 13 500 shares in Goodtech ASA.

Susanne Häggström, Board member. Häggström (born 1967) is a graduate engineer / working environment engineer. In addition, she is also a trained ergonomist. Häggström is one of the employee representatives on the Board. Häggström owns 454 shares in Goodtech ASA.

Christer Erita, Board Member. Erita (born 1958) is graduated as an electrician and works as a service electrician. Erita is one of the employee representatives on the Board. Erita owns 6,726 shares in Goodtech ASA.

4.8.2 Management

Arve Teie - Acting group CEO. Teie (born 1963) is a trained engineer. Teie gained experience of project work and management as well as operational sales promotion and management before he became managing director of the product sales company Triple-S AS in 1992. Triple-S became part of Goodtech Group in 2006, and Teie was Head of the Products division of Goodtech Group until December 2012. Teie owns 56,986 shares in Goodtech ASA.

Synnøve Granli – CFO. Granli (born 1966) is a graduate and certified public accountant from the Norwegian Sc hool of Economics. Granli has a diverse background in accounting, auditing, finance and administration. She has worked as a CFO in private equity for many years and has previously worked as a manager at PricewaterhouseCoopers. Granli owns 13,394 shares in Goodtech ASA.

Business Area Managers:

Olle Backman – CEO of P&S Sweden. Backman (born 1969) holds a Bachelor of Science in Finance and Accounting from Uppsala University. Backman was CEO of EIAB up until the merger with Goodtech in 2010. After the merger he has served as the CEO of Enycon, an ambitious energy company.

Magne Reierson - Head of Projects & Services, Norway. Reierson (born 1968) is a trained civil engineer. He has held executive positions in Goodtech since Cronus was acquired at the end of 2005/2006. He has previously worked on projects and was responsible for selling projects and services. Reierson owns 10,454 shares in Goodtech.

Hans R. Vedde - Head of Solutions. Vedde (born 1961) is an engineer with additional training in strategic marketing from the Norwegian School of Economics. He has been Head of Solutions in Goodtech since 2010. Vedde came from ABB in 2003, where he gained diverse experience in technical proj ects, sales and marketing and business management. Vedde owns 35,246 shares in Goodtech.

Rune Hoseth - Head of Environment. Hoseth (born 1969) studied marketing at the Norwegian School of Management (BI). Hoseth has a background in sales/sales management and as managing director of the subsidiary Goodtech Environment Sørumsand AS. He worked in various positions in Telenor for many years. Hoseth owns 2,988 shares in Goodtech.

Eiliv Elvebakk - Head of Products. Elvebakk (born 1973) is a trained electronics engineer. He has a diverse technical background in automation and industrial IT. He also has experience in sales and customer care. Elvebakk has worked in Products (formerly Triple-S) since 2000 and was Technical Manager in the period 2001 to 2012. Elvebakk owns 819 shares in Goodtech.

4.8.3 Shareholdings, stock options, service contracts with the Group and benefits upon termination of employment

The following table sets forth, as of the date of this Informa tion Memorandum, the number of shares owned directly or indirectly by each of the members of Goodtech's board and management, described in Section 4.8.1 and 4.8.2 in this Information Memorandum, and the number of options held by such persons:

Name	Position	No. of Shares
Stig Grimsgaard Andersen*	Chairman of the Board	107,201
Rolf Tannergård**	Board Member	9,652,759
Karl-Erik Staubo*	Board Member	35,000
Anne Ma Sødahl Wessel	Board Member	0
Terje Thon	Board Member	0
Hilde Vik Matre	Board Member	0
Åsa Otterlund	Board Member	27,965
Håvard Kristiansen	Board Member	2,388
Susanne Häggström	Board Member	454
Christer Erita	Board Member	6,726
Arve Teie	Acting CEO	56,986
Synnøve Granli	CFO	13,394
Magne Reierson	Head of Projects & Services, Norway	10,454
Hans R. Vedde	Head of Solutions	35,246
Rune Hoseth	Head of Environment	2,988
Eiliv Elvebakk	Head of Products	819
Olle Backman	CEO of GIAB	0

Note (*): Stig Grimsgaard Andersen and Karl-Erik Staubo also have indirect holdings via Holmen Industri Invest 1 AS.

Note (**): Rolf Tannergård's shares are held indirectly through nominee accounts.

The CEO and the remaining management, as described in section 4.8.2 of this Information Memorandum, have an agreement on pay after termination of employment schemes that varies between 12 and 18 months. The mutual notice period for the CEO is six months. If Goodtech should terminate the employment, it is agreed that a package corresponding to up to 18 months' salary will be provided. The CEO should usually have an agreement in place that allows the CEO to step down immediately, should this be in the interest of the Company. Early retirement pay must therefore be sufficiently favorable for the CEO to accept an agreement on a reduced notice period.

Except for the above, no members of the administrative management mentioned above or supervisory bodies have entered into any service contracts with the Company or any of its subsidiaries providing for benefits upon termination of their employment.

4.9 Employees

At the date of the Information Memorandum, the Group had approximately 1,500 employees.

4.10 Corporate governance

The Norwegian Code of Practi ce for Corporate Governance (the "Corporate Governance Code") applies to the Company. The Company provides the market with an annual statement concerning compliance and non compliance with the various recommendation of the Corporate Governance Code. It is the opinion of the Company that it maintains high standards of corporate governance and is committed to ensure that all shareholders of the Company are treated equally. Goodtech's principles of corporate governance have been adopted by the Board of Goodtech ASA in compliance with the recommendations set out in the Corporate Governance Code. For further information regarding the corporate governance of the Company, reference is made to the annual report 201 4 of the Company. Goodtech ASA acts in accordance with the Corporate Governance Code, with the following exception:

Veroslav Sedlak, a former Board member of Goodtech ASA, holds the positions as chairman of the board and employee in Goodtech's subsidiary Goodtech Recovery Technology AS. The Board of Goodtec h has been aware of this and Veroslav Sedlak was elected as a Board member as a result of his ownership in the Company. In addition, Veroslav's competence and knowledge with regards to the Group's operations was seen as important for the Board. The Board continuously evaluated the need for independence in discussions and decisions in accordance with prevailing rules and regulations during Veroslav's period as Board member. Veroslav was a Board member until September 2015, when a new Board was elected.

Goodtech ASA's Articles of Association are available on the Company's website. The same applies to ethical guidelines.

4.11 Major shareholders

An overview of the Company's 20 largest shareholders as of 23 November 2015 is set out in the table below:

	Name of shareholder	Number of Shares	Percentage (%)
1	Skandinaviska Enskil da Banken AB	9,913,180	30.5 %
2	Holmen Industri Invest 1 AS	7,850,288	24.1 %
3	Skagen Vekst	2,055,949	6.3 %
4	Sedlak Holding AS	1,547,725	4.8 %
5	EIO AS	1,352,694	4.2 %
6	MP Pensjon PK	474,000	1.5 %
7	Svenska Handelsbanken AB	459,065	1.4 %
8	Avanza Bank AB	375,843	1.2 %
9	Trollhaug Invest	320,000	1.0 %
10	Swedbank AB (Publ)	303,418	0.9 %
11	Skandinaviska Enskil da Banken AB	300,000	0.9 %
12	Nordnet Bank AB	281,905	0.9 %
13	Termos Eiendom AS	250,000	0.8 %
14	Tvenge Torstein Ingvald	250,000	0.8 %
15	Part Invest AS	248,895	0.8 %
16	VPF Nordea Avkastning	219,977	0.7 %
17	Nordea Bank AB (Publ)	208,380	0.6 %
18	Paulsberg Invest AS	200,000	0.6 %
19	Storhaugen Invest AS	200,000	0.6 %
20	Thom Eigel Ingvar	140,110	0.4 %
	Total 20 largest shareholders	26,951,429	82.9 %
	Others	5,577,476	17.1 %
	Total	32,528,905	100.0 %

Pursuant to the Norwegian Securities Trading Act, a person, entity or group acting in concert that acquires shares, options for shares or other rights to shares resulting in its beneficial ownership, directly or indirectly, in the aggregate meeting or exceeding the respective thresholds of 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 and 90% of the share capital and/or the voting rights in the Company has an obligation under Norwegian law to notify Oslo Børs and the Company immediately. The same applies to disposals of shares (but not options or other rights to shares) resulting in a beneficial ownership, directly or indirectly, in the aggregate meeting or falling below said thresholds. A change in ownership level due to other circumstances may also trigger the notification obligations when said thresholds are passed, e.g changes in the Company's share capital.

The Company is not aware of any person other than a member of the administrative, management or supervisory bodies who, directly or indirectly, has an interest in the issuer's capital or voting rights which is notifiable under the issuer's national law.

4.12 Legal and arbitration proceedings

GIAB Group is in a legal dispute with BCA Entrepenad AB related to a project on Göteborg Central. The dispute is being processed by the district court.

GIAB Group is in a legal dispute with Baneservice AS related to the Gårdssjön Stegskogen project. The dispute is being processed by the district court.

GIAB Group is in a legal dispute with Ansaldo STS related to the Röda Linjen project. The dispute may end in a law suit.

Goodtech Solutions AB has received a claim of approximately SEK 1 million of surtaxes from Swedish Tax Authorities with regards to income tax returns for 2014. The claim has been appealed.

Goodtech Environment Ab and NSR, Nordvästra Skånes Renhållnings AB, Helsingborg, Sweden, has an ongoing dispute concerning the responsibility for damages on a foundation for a digester tank. The case is ongoing with both parties taking legal action but has not yet been taken to court.

Other than the abovementioned, the Group is currently not involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware), and has not been involved in any such proceedings during the previous twelve months, which may have, or have had in the recent past, significant effects on the Group's financial position or profitability.

4.13 Material contracts

On 15 October 2015, the Company entered into an agreement with Anhui Guozhen Environmental Protection Technology Joint Stock Co. Ltd. ("GZEP") To sell all the shares in Goodtech's wholly owned subsidiary Goodtech Environment AS ("GEAS"). The total purchase price for the shares is NOK 44,4 million. In addition, Goodtech will be compensated for the net income generated in GEAS from 1 January 2015 until closing of the transaction. GZEP shall at closing also repay Goodtech's loan to GEAS of NOK 20.6 million. The transaction is expected to close in January 2016. Goodtech has also agreed to buy all shares in GEAS' subsidiary GE Göteborg AB prior to closing for a consideration of NOK 2.7 million, a price which is equal to the book value of the shares. There is no operation in GE Göteborg AB.

Except for the agreement above, the Company has not entered into any material agreements outside its ordinary course of business the last two years prior to the date of this Information Memorandum.

5. INFORMATION REGARDING GOODTECH INTRESSENTER AB

5.1 Corporate information

The company's legal and commercial name is Goodtech Intressenter AB. The company is a Swedish Public Limited company organised under Swedish law. The company's registered organization number is 556730-9637. The group was incorporated in 1994 under the name El&Industrimontage Svenska AB.

The company's registered office is Mariehemsvägen 6, 903 04 Umeå. The company's telephone number is +46 90 154600.

5.2 History

Time	Historical milestone
1994	El & Industrimontage is founded
2000	El & Industrimontage starts delivering power and control systems to Sweden's largest road tunnel project, Södra Länken
2005	El & Industrimontage acquires INAC Process AB and became a leader in electrical and instrument installation
2007	Rolf Tannergård and the staff makes an MBO of El & Industrimontage and Goodtech Intressenter Ab is formed as a holding company.
2010	The business merges with Goodtech and becomes one of the Nordic countries' leading suppliers of automation and electrical, industrial and environmental technology. The Group keeps the Goodtech name and takes on a new visual identity.

5.3 Legal structure

Below is an overview of the GIAB Group's legal structure*:

Note (*): Goodtech Projects & Services also owns 50% of Kraftkompaniet HB with business registration number 969740-4755

5.4 Business overview

GIAB is a Swedish public limited liability company with headquarters in Umeå. The company is the holding company in a Swedish group of 5 subsidiaries and approximately 1,100 employees, of which mostly installers and engineers.

GIAB Group delivers high tech solutions within electrical installations, power technology and automation, in addition to service & maintenance for customers in both the private and public sectors. The group's core business relates to automation, energy technology, power technology, information and communication technology, electrical installations, process installations and service & maintenance, independent of the product supplier. Important sectors for the group include infrastructure, power & heating, industry, construction and the public sector.

5.4.1 P&S Sweden

Overview of key deliveries in the P&S Sweden segment

5.5 Board of directors and management

5.5.1 Board of directors

Rolf Tannergård, Chairman. Tannergård (born 1948) is a qualified engineer. He started El & Industrimontage Svenska AB in 1993 and became working chairman of the company in 2003. Tannergård has experience from a number of management positions in the Swedish electrical industry.

Stig Grimsgaard Andersen, Board member. Grimsgaard Andersen (born 1955) holds a Master of Business Administration from the University of San Francisco. He is the Executive Chairman at Holmen Industri AS, Chairman of Unison Forsikring ASA, Silver Pensjonsforsikring AS, Grieg Investor ASA and Maritime Information Systems (Maris) AS. He is also a Board member of several non-listed companies. Grimsgaard Andersen was formerly the Group President of Aon Norden.

Göran Hänström, Board member. Hänström (born 1941) is an engineer with long ba ckground with the power industry from companies such as Vattenfall and E.ON.

Christer Erita, Board Member. Erita (born 1958) is graduated as an electrician and works as a service electrician. Erita is one of the employee representatives on the Board.

5.5.2 Management

Olle Backman - CEO. Backman (born 1969) holds a Bachelor of Science in Finance and Accounting from Uppsala University. Backman was CEO of EIAB up until the merger with Goodtech in 2010. After the merger he has served as the CEO of Enycon, an ambitious energy company.

Magnus Falkman - Head of P&S Sweden South. Falkman (born 1961) graduated in electrical power engineering. He has a diverse background in the areas of energy and installation. He has worked in management positions in EIAB/the Goodtech Group since 1987 and has headed up the Projects & Services business area in Sweden South since 2010

Elisabeth Johagen – CFO. Johagen (born 1962) holds a Bachelor of Science in accounting from Umeå University and has a background as a certified accountant

Jan Hintze – Head of Power & Infra. Hintze (born 1963) has 26 years of experience from the Power industry from Siemens.

Tobias Harnerud – Head of Support Services. Harnerud (born 1976) has a background as an electrician and with a degree in HR from Umeå University.

5.6 Employees

At the date of the Information Memorandum, GIAB Group had approximately 1,100 employees.

5.7 Selected financial information

The tables below show key figures of GIAB Group as reported in Goodtech Group's Q3 2015 report*:

GIAB Group - Consolidated Income Statement
(NOK 1.000, Unaudited)	Q3 15	Q3 14	YTD 15	YTD 14	2014
Revenues	518,223	358,179	1,386,420	1,095,011	1,555,726
Product expenses	292,040	173,886	703,074	481,663	702,641
Salary expenses	153,695	133,236	499,833	462,605	641,416
Other operating expenses	54,882	43,555	157,721	146,836	202,968
EBITDA	17,606	7,502	25,791	3,908	8,701
EBITDA %	3.4 %	2.1 %	1.9 %	0.4 %	0.6 %
Depreciation	2,137	4,336	6,023	13,163	14,970
Impairment and non-recurring items	0	0	1,840	0	5,774
EBIT	15,469	3,166	17,928	-9,255	-12,043
Net financial items	-1,220	-1,046	-4,628	-2,578	-3,885
Share of Profit from Associated comp.	0	0	0	0	1,717
Profit before taxes	14,250	2,121	13,300	-11,832	-14,211
Taxes	3,203	970	3,390	-479	-1,988
Net result	11,046	1,151	9,910	-11,353	-12,222

GIAB Group - Consolidated Balance Sheet
(NOK 1.000, Unaudited)	30.09.2015
Fixed tangible assets	8,918
Intangible assests	276,068
Investments in Associated companies	0
Deferred tax assets	0
Other fixed assets	6,074
Total fixed assets	291,060
Inventory	0
Accounts receivables	317,906
Other short term receivables	346,392
Cash and cash equivalents	490
Total current assets	664,789
Total assets	955,849
Debt
Long-term debt	3,459
Short-term debt	743,564
Total debt	747,024

6. MARKET OVERVIEW

6.1 Key market drivers

In general, the demand for Goodtech Group's products and services are driven by three key drivers:

Maintenance, modification, upgrading and construction of key Transportation Infrastructure as well as vital Energy Systems
Demand for higher efficiency together with improving competitiveness within Industrials & Manufacturing
Society's increasing interest in long-term, sustainable, environmentally friendly and renewable solutions

6.2 Key market trends

The Goodtech Group has a diversified market exposure as its customers are operate in different industries. The following key trends are observed by the Group for the various segments:

6.2.1 Industrials & Manufacturing

The general industry sector has an uncertain outlook as competitiveness in export markets is weakened. Trends towards home sourcing and increased need for automation may have a mitigating effect.

Norway: No distinct trend as companies with exposure towards the public and private sector is in a positive trend, but export focused companies are facing stronger competitiveness as a result of recent favourable currency movements.

Sweden: Facing similar challenges as the Norwegian sector, but without a strong public - and private sector to mitigate effect. However, the overall recovery has begun.

6.2.2 Construction

Construction: Significant investments and moderate growth is expected in the Swedish and Norwegian construction markets going forward. Norway outperforms Sweden both in terms of absolute value invested and potential growth

Technical building service: The Swedish service market represents 2/3 of total invested amount in the construction market while the Norwegian market represents only 1/2. Norway is thus relatively more exposed towards the newbuild industry. Building services is expected to have a flat development going forward in Sweden while its Norwegian counterpart will most likely grow moderately in the course of the coming year.

6.2.3 Power & Energy

Positive trend is expected in both Norway and Sweden driven by increased complexity in power production due to shift towards electricity and renewables, as well as upgrades of infrastructure. Smart grids represent an opportunity for automation and installation services.

Norway: Future investments growth mainly driven by production and transmission grid.

Sweden: Svenska Kraftnät is upgrading both transmission grids and power stations driving high investment level .

6.2.4 Infrastructure

Large infrastructure investments are planned in both Norway and Sweden. However, there is uncertainty when it comes to actual investment level in Sweden.

Norway: Experiences growth in spending due to historically low infrastructure investments, consequently resulting in a need for upgrades going forward. Approximately 66% of road/tunnel projects and around 75% of railway projects are delayed relative to "NTP 10-19".

Sweden: Significant investments are indicated by Governmental Proposition but actual previous spending and market profitability suggests the level to be lower than promised.

6.2.5 Environment

Uncertain outlook in biogas markets in Sweden due to uncertain political environment, but positive outlook for Biovac in Norway. The market for public sewage systems is stable and mature.

Biogas: Positive trends in the European biogas market, however, Sweden shows a slow growth due to mixed signals regarding governmental support

Biovac: Stronger international environmental regulation (the EU Water Directive, among other) is the main market driver for Biovac.

Upgrades: Drivers for the Norwegian and Swedish sewage treatment markets indicate a stable future.

6.2.6 Oil & Gas

Market growth is driven by large previous discoveries, increasing number of fields as well as ageing installations. Low oil price puts pressure on the market.

Norway is still the largest offshore oil and gas region, implying higher activity levels going forward relative to peers. Norway is perceived as a prospective region, which will secure oil companies' interest in future NCS exploration

Moderate exploration - , new-build -, and MMO activity on the NCS is expected going forward due to persistent low oil prices going forward,triggering cost challenges and potentially industry consolidation.

Continued migration of key expertise to other land-based sectors is expected.

6.2.7 Summary of key market trends

The illustration below summarizes the Company's expectations for each sector going forward:

6.3 Competitors

Below is a list of key competitors in each of Goodtech's reporting segments. Note that the list is not meant to be exhaustive and therefore merely serves as examples of competitors.

P&S Sweden: Midroc, Imtech, Caverion, Bravida, Infratek, Infranord and Strukton

P&S Norway: Siemens, ABB, VisionTech, Emerson and Honewell

Solutions: Tronrud Engineering, Swisslog, AH Automation and Dynatec

Environment: Krüger Kaldnes, Läckeby Water Group, Klaro and Purac

Products: Siemens, ABB, Schneider Beijer, Omron, Wago and Phoenix Contact

7. PRESENTATION OF GOODTECH ASA AFTER THE TRANSACTION

7.1 Legal structure

Below is an overview of the Group's legal structure following the transaction:

7.2 Business overview

The Goodtech Group will following the Transaction still be a leading Scandinavian environment and industrial technology group with core competencies within automation, industrial IT, environmental technology and advanced industrial production technology. The technology and project deliveries are supported by strong competence within engineering and project management. The Group's main markets are industry, energy, oil & gas, in addition to public sector. The Goodtech Group will have approximately 400 employees following the transaction.

Goodtech will continue to be listed on the Oslo Stock Exchange. The Group 's continuing operations had sales of approximately NOK 698 million in 2014.

Goodtech will have 4 reporting segments following the Transaction as outlined in the illustration below:

7.2.1 P&S Norway

The P&S Norway segment targets system integration projects such as programming of automation, industrial IT solutions and engineering services. The entity is the leading independent system integrator in the Norwegian markets for automation and industrial IT. The entity reported NOK 262 million in revenues in 2014 and had 182 employees as of the end of 2014.

Overview of key deliveries in the P&S Norway segment

7.2.2 Solutions

Overview of key deliveries in the Solutions segment

7.2.3 Environment

The Environment segment delivers technologies and solutions within small- to mid-scale clean water systems, waste water treatment facilities and biogas plants. The entity is an experienced niche player with a well-proven technology within biogas, process water and closed sewage systems to Norwegian and Swedish markets. The entity reported NOK 294 million in revenues in 2014 and had 76 employees as of the end of 2014.

Overview of key deliveries in the Environment segment

7.2.4 Products

Overview of key deliveries in the Products segment

7.3 The Transaction's significance for the earnings, assets and liabilities of Goodtech

The Transaction will influence the Group's financial position substantially as the net interest bearing debt of NOK 244.8 million at the end of Q3 2015 would be reduced to NOK 90.5 million following the Transaction. The pro forma equity ratio after the Transaction would be 62% as of Q3 2015. Note that this is before taking into account the cash proceeds of NOK 85.6 million from the Transaction.

The Board of Directors will later decide on strategic matters including the future capital structure of the Group and decisions relating to extraordinary dividends in 2016, if any.

The Transaction represents a significant portion of the Group's activity. Turnover for GIAB Group was NOK 1,556 million in 2014, which represents approximately 66 % of the total turnover for the Group in 2014. YTD 2015,the turnover if GIAB Group was NOK 1,386 million, or approximately 67%, of the Group's turnover. In 2014, GIAB

Group reported an EBITDA of NOK 8.7 million, which represents approximately 39% of total EBITDA for the Group. YTD 2015, the EBITDA was NOK 25.8 million which represents approximately 44% of the Group's total EBITDA.

At the end of Q3 2015, GIAB Group reported total assets of NOK 956 million, which represents approximately 57% of the total assets of the Group.

At the end of Q3 2015, GIAB Group reported total liabilities of NOK 747 million, which represents approximately 67% of total liabilities for the Group.

8. HISTORICAL FINANCIAL INFORMATION

8.1 Summary of significant accounting policies

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the EU ("IFRS"). The IFRS principles have been applied consistently for 2014, 2013 and 2012.

Please see Section 10.3 "Incorporated by Reference" in this Information Memorandum for link to the Company's significant accounting policies.

8.2 Historical financial accounts

The selected historical consolidated financial information for Goodtech ASA set forth in this section has been derived from the Company's audited group financial statements for the financial years 201 4, 2013 and 2012, and the unaudited quarterly reports for Q3 2015 and Q3 2014. In addition, YTD-numbers are unaudited. The tables should be read in conjunction with the financial statements as incorporated by reference in this Information Memorandum (see section 10.3 "Incorporated by reference").

It should be noted that the Company's quarterly report for Q3 2015 reports GIAB Group as "held for sale" and "discontinued operations", as the criteria for such reporting are fulfilled according to IFRS 5. The results and balance sheet items related to the discontinued operations have been reported on separate lines in the income statement, balance sheet and cash flow statement. As required by IFRS, comparable figures for the income statement for previous periods have been represented in the Q3 2015 report, while comparable balance sheet figures for such previous periods have not been represented.

These financial statements have been prepared in accordance with IFRS. Furthermore, the Company`s accounting principles may be found in Note 1 in Annual Financial Statements..

8.2.1 Consolidated income statement

Consolidated profits-Goodtech Group
(NOK 1,000, Audited)	2014	2013	2012
Operating income	2,364,224	2,433,776	2,179,002
Cost of goods	-1,124,010	-1,197,535	-1,030,026
Salary and staff costs	-937,543	-905,011	-821,407
Other operating expenses	-280,431	-245,012	-250,908
Operating profit before depreciation and non-recurring	22,239	86,218	76,661
items
Depreciation and Amortisation	-24,549	-24,021	-22,854
Non-recurring items	-22,611	-3,087	-
Operating profits	-24,921	59,110	53,808
Financial income	6,961	2,893	5,434
Financial expenses	-18,488	-11,298	-9,074
Net financial expenses	-11,527	-8,406	-3,639
Profits from affiliated companies	1,717	3,917	1,047
Pre-tax profits	-34,731	54,621	51,215
Tax costs	-13,050	13,133	-76
Profits after tax	-21,682	41,489	51,291
Net gain/loss on discontinued operations	-	-	3,159
Profits for the year	-21,682	41,489	54,450

Attributable to:
- Shareholders in parent company	-22,011	41,171	54,428
- Minority interests	329	318	22
Profits for the year	-21,682	41,489	54,450

Earnings per share (NOK)	-0.67	1.28	1.58
Diluted earnings per share (NOK)	-0.67	1.28	1.58
Earnings per share for discontinued operations (NOK)	-	-	0.10

Total consolidated profits (NOK 1,000, Audited)	2014	2013	2012
Profits for the year	-21,682	41,489	54,450
Other comprehensive income
Items that will not be reclassified through profit or loss in
subsequent periods
Estimate deviation pensions, net of tax	-781	-164	970
Items that will be reclassified through profit or loss in
subsequent periods
Cash flow hedges, net of tax	-480	238	-611
Translation differences	6,441	44,329	-8,074
Extended profit after tax	5,181	44,403	-7,715
Total earnings	-16,501	85,892	46,735

Attributable to:
- Shareholders in parent company	-16,830	85,574	46,712
- Minority interests	329	318	22
Total earnings	-16,501	85,892	46,735

8.2.2 Consolidated income statement YTD 2015 and YTD 2014 - Unaudited

Consolidated profits -Goodtech Group
(NOK 1,000, Unaudited)	YTD 15	YTD 14	Q3 15	Q3 14	2014
Revenues	587,775	511,276	174,751	160,400	698,414
Product expenses	296,838	241,927	93,499	68,461	348,468
Salary expenses	219,942	211,785	66,968	68,594	276,231
Other operating expenses	46,465	49,243	15,150	14,505	66,626
EBITDA	24,529	8,321	-866	8,841	7,090
EBITDA %	4.2 %	1.6 %	-0.5 %	5.5 %	1.0 %
Depreciation	6,899	5,537	2,335	1,923	8,748
Impairment and non-recurring items	2,226	9,844	348	9,844	16,838
EBIT	15,405	-7,061	-3,549	-2,926	-18,496
Net financial items	-6,164	-4,458	-4,348	-980	-6,999
Share of Profit from Associated comp.	0	0	0	0	0
Profit before taxes	9,240	-11,519	-7,897	-3,906	-25,495

Taxes Net result from continuing operations	1,548 7,692	-5,850 -5,668	-2,146 -5,751	-1,678 -2,228	-12,408 -13,087

Net income/loss from discontinued operation	-150,824	-7,343	-152,227	3,737	-8,595
Net result	-143,132	-13,011	-157,978	1,510	-21,682
Attributable to:
- Shareholders in parent company	-143,212	-13,304	-158,037	1,570	-22,011
- Minority interests	80	293	59	-60	329

Sum	-143,132	-13,011	-157,978	1,510	-21,682
Average number of shares outstanding	32,403	32,503	32,403	32,503	32,467
Number of shares at the end of period	32,403	32,503	32,403	32,503	32,403
Earnings per share from continuing operations	0.24	-0.17	-0.18	-0.07	-0.40
Earnings per share from discontinuedoperations	-4.65	-0.23	-4.70	0.11	-0.26
Diluted earnings per share from continuing operations	0.24	-0.17	-0.18	-0.07	-0.40
Diluted earnings per share from discontinuedoperations	-4.65	-0.23	-4.70	0.11	-0.26
Total consolidated profits
(NOK 1.000, Unaudited)	YTD 15	YTD 14	Q3 15	Q3 14	2014
Profit for the period	-143,132	-13,011	-157,978	1,510	-21,682
Other comprehensive income Items that will not be reclassified through profit or loss in subsequent periods
Estimate deviation pensions, net of tax *)	0	0	0	0	-781

Items that will be reclassified through profit or loss in subsequent periods
Cash flow hedges, net of tax	406	-278	132	-42	-480
Translation differences	26,363	-6,379	27,685	-3,539	2,499
Other comprehensive income (loss) discontinued
operations	-1,947	-21,000	-7,936	-8,859	3,942
Extended profit after tax	24,822	-27,657	19,881	-12,440	5,181
Comprehensive income for the period	-118,310	-40,668	-138,097	-10,930	-16,501

Total comprehensive income attributable to:
- Shareholders in parent company	-118,390	-40,961	-138,156	-10,870	-16,831
- Minority interests	80	293	59	-60	329
Total comprehensive income	-118,310	-40,668	-138,097	-10,930	-16,501
Total comprehensive income attributable to shareholders in parent
company:
- Continuing operations	6,071	-27,239	-13,614	-11,069	-10,735
- Discontinued operations	-124,461	-13,722	-124,542	199	-6,095
Sum *) calculated at year end	-118,390	-40,961	-138,156	-10,870	-16,831

8.2.3 Consolidated balance sheet

Consolidated balance sheet -Goodtech Group
(NOK 1,000, Audited)	2014	2013	2012
ASSETS
Fixed assets
Tangible fixed assets	70,972	61,841	44,788
Intangible assets	678,866	662,201	611,024
Investments in affiliated companies	5,754	3,556	1,744
Deferred tax assets	43,484	34,561	34,735
Other fixed assets	2,554	2,080	169
Total fixed assets	801,631	764,239	692,460

Current assets
Inventory	28,172	26,951	29,180
Trade receivables	407,776	446,847	423,695
Other current receivables	310,668	265,434	215,132
Cash and cash equivalents	22,560	33,365	82,857

Total current assets	769,176	772,598	750,864
Total assets	1,570,807	1,536,837	1,443,324

EQUITY AND LIABILITIES
Equity
Paid-in capital
Share capital	65,058	65,058	65,058
Own shares	-252	-52	-70
Share premium	35,318	35,318	35,318
Other paid-in capital	500,000	500,000	500,000
Total paid-in capital	600,123	600,323	600,305

Retained earnings
Other equity	85,422	123,949	86,908
Total retained earnings	85,422	123,949	86,908
Minority interests	972	919	602
Total equity	686,517	725,192	687,815

Liabilities
Non-current liabilities
Loans	22,071	118,340	113,197
Pension obligations	1,813	679	1,621
Deferred tax	4,686	10,854	9,298
Provisions	2,975	-	-
Total non-current liabilities	31,545	129,873	124,117

Current liabilities
Loans and credit	178,596	77,218	25,803
Trade payables and other current liabilities	643,204	579,044	594,804
Payable tax	2,045	3,573	3,959
Provisions	28,900	21,936	6,825
Total current liabilities	852,745	681,771	631,392
Total debt	884,290	811,645	755,509
Total equity and liabilities	1,570,807	1,536,837	1,443,324

Consolidated balance sheet -Goodtech Group
(NOK 1.000, Unaudited)	Q3 2015	Q3 2014	2014
Fixed tangible assets	57,217	70,814	70,972
Intangible assets	262,555	632,780	678,866

8.2.4 Consolidated balance sheet Q3 2015 and Q3 2014 - Unaudited

Fixed tangible assets	57,217	70,814	70,972
Intangible assets	262,555	632,780	678,866
Investments in Associated companies	0	2,162	5,754
Deferred tax assets	40,045	38,881	43,484
Other fixed assets	2,693	1,955	2,554
Total fixed assets	362,510	746,593	801,631
Inventory	17,683	28,773	28,172
Accounts receivables	120,938	314,004	407,776
Other short term receivables	154,829	379,833	310,668
Cash and cash equivalents	12,562	8,633	22,560
Total current assets	306,013	731,243	769,176

Asset of disposals group classified as held-for-sale	1,008,277	0	0
Total assets	1,676,799	1,477,836	1,570,807
Total invested equity	600,123	600,123	600,123
Total retained earnings	-32,969	61,291	85,422
Non-controlling interests	802	936	972
Total equity	567,957	662,350	686,517
Long-term debt	26,330	132,946	31,545
Short-term debt	294,940	682,540	852,745
Total debt	321,270	815,486	884,290
Debt of disposals group classified as held-for-sale	787,573	0	0

8.2.5 Consolidated cash flow statement

Consolidated cash flow statement -Goodtech Group
(NOK 1,000, Audited)	2014	2013	2012
Cash flow from operating activities
Profits for the year	-21,682	41,489	54,450
Adjusted for
- Tax costs	-13,050	13,133	-76
- Depreciation and amortisation	34,423	24,021	22,854
- Share of profits after tax from affiliated companies	-1,717	-3,917	-
- Dividends received from affiliated companies	1,265	2,293	-
- Net change in provisions	-5,150	14,912	5,294
- Difference between expensed and paid pension	64	-1,032	-774
- Interest income	-818	-615	-1,498
- Interest expenses	7,090	4,754	5,353
- Other changes	3	239	3,587
Changes to working capital
- Inventory	-512	2,228	-6,527
- Trade receivables and other receivables	18,501	-73,455	-21,045
- Trade payables and other current liabilities	64,086	-15,562	61,646
Cash flow from operating activities	82,503	8,490	123,263
Interest received	818	615	1,498
Interest paid	-7,090	-4,754	-5,353
Tax paid	-16,294	-13,084	-2,317
Net cash flow from operating activities	59,936	-8,734	117,091

Cash flow from investment activities
Purchase of fixed assets (**)	-21,737	-26,262	-7,350
Proceeds from sale of fixed assets	198	-	540
Purchase of intangible assets	-16,870	-16,924	-981
Acquisition of subsidiaries, excluding liquidities	-9,011	-	-
Proceeds from sale of operations	-	4000	-
Financial investments	-3,621	-	-928
Net cash flow from investment activities	-51,041	-39,187	-8,719

Cash flow from investment activities
Payment of dividends	-21,277	-48,621	-25,980
Proceeds from sale of own shares	-	1,493	1,020
Purchase of own shares	-1,303	-1,363	-1,074
Loans	20,920	114,039	-
Change to current loans and credit	-	-30,622	-844
Repayment of loans	-29,986	-90,931	-32,263

Net cash flow from financing activities	-31,645	-56,004	-59,142

Net change in cash and cash equivalents	-22,749	-103,925	49,230
Balance of cash and cash equivalents as of 01.01	-15,102	82,857	32,973
Effect of exchange rate changes on cash and cash equivalents	-150	5,965	654
Balance of cash and cash equivalents as of 31.12 *)	-38,001	-15,102	82,857

*) Consists of:
Cash and cash equivalents in the balance sheet	22,56	33,365	82,857
Overdraft	-60,561	-48,467	-
Cash and cash equivalents in the cash flow analysis	-38,001	-15,102	82,857

8.2.6 Consolidated cash flow statement YTD 2015 and YTD 2014 - Unaudited

Consolidated cash flow statement -Goodtech Group
(NOK 1.000, Unaudited)	YTD 15	YTD 14	Q3 15	Q3 14	2014

Cash flow from operating activities
Profit before taxes	9,240	-11,519	-7,897	-3,906	-25,495
Depreciation and amortisation	6,899	12,110	2,335	8,496	18,622
Changes to working capital	-10,154	-23,284	11,508	-19,077	-677
Interest expenses paid	-3,189	-2,321	-1,277	-856	-3,056
Other cash flow from operations	-9,519	-857	-2,597	2,716	6,635
Net cash flow from operating activities - continuing operations	-6,722	-25,870	2,072	-12,626	-3,973
Net cash flow from operating activities - discontinuing operations	-44,278	30,408	-46,708	30,935	63,909
Net cash flow from operating activities	-51,001	4,537	-44,636	18,308	59,936

Cash flow from investment activities
Purchase of fixed assets	-6,769	-29,970	-1,884	-3,932	-34,524
Cash flow from other investment activities	41	9	-15	0	-3,566
Net cash flow from investment activities - continuing operations Net cash flow from investment activities - discontinued	-6,729	-29,961	-1,898	-3,932	-38,091
operations	-2,089	-2,120	-58	-823	-12,950
Net cash flow from investment activities	-8,818	-32,081	-1,957	-4,756	-51,041

Cash flow from financing activities
Payment of dividends	0	-21,127	0	-21,127	-21,127
Payment of dividends to minority interests	-250	-150	0	0	-150
Change to current loans and credit	2,686	25,201	1,887	21,229	18,696
Cash flow from other financing activities	0	-1,303	0	-1,303	-1,303
Net cash flow from financing activities - continuing operations	2,436	2,622	1,887	-1,201	-3,883
Net cash flow from financing activities - discontinued operations	-26,366	-28,176	-11,052	-10,140	-27,762
Net cash flow from financing activities	-23,929	-25,555	-9,165	-11,341	-31,645

Net change in cash and cash equivalent	-83,748	-53,098	-55,757	2,212	-22,750
Balance of cash and cash equivalents - beginning of period	-38,001	-15,102	-65,888	-67,143	-15,102
Effect of exchange rate changes on cash and cash equivalents	-2,442	5,667	-2,547	2,398	-150
Balance of cash and cash equivalents - end of period (*)	-124,192	-62,533	-124,192	-62,533	-38,001
Cash and cash equivalents - continuing operations	-9,114	-2,193	-9,114	-2,193	-2,759
Cash and cash equivalents - discontinued operations	-115,078	-60,340	-115,078	-60,340	-35,243

*) Consists of:
Cash and cash equivalents - continuing operations	12,562	5,859	12,562	5,859	17,061
Cash and cash equivalents - discontinued operations	9,406	2,774	9,406	2,774	5,499
Overdraft facility - continuing operations	-21,676	-8,052	-21,676	-8,052	-19,819
Overdraft facility - discontinuedoperations	-124,484	-63,115	-124,484	-63,115	-40,742
Cash and cash equivalents in the cash flow analysis	-124,192	-62,533	-124,192	-62,533	-38,001

8.2.7 Consolidated statement of changes in equity

Change in Group Equity
(NOK 1,000, Audited)	Share capital	Own shares	Share premium	Other paid-in capital	Other equity	Hedging reserves	Defined benefit plan actuarial gains (losses)	Translation differences	Total	Non controllin g interests	Total equity
Equity as at 1.1.2012	65,058	-107	35,440	500,000	68,611	-177	-908	-1,512	666,404	580	666,984
Profit for the period	-	-	-	-	54,427	-	-	-	54,427	22	54,450
Comprehensive income	-	-	-	-	-	-611	970	-8,074	-7,715	-	-7,715
Dividend	-	-	-	-	-25,980	-	-	-	-25,980	-	-25,980
Purchase of own shares/redemption small shareholders	-	37	-	-	161	-	-	-	198	-	198
Share capital increase on share consolidation	-	-	-45	-	-	-	-	-	-45	-	-45
Other changes	-	-	-76	-	-	-	-	-	-76	-	-76
Equity as at 31.12.2012	65,058	-70	35,318	500,000	97,220	-788	62	-9,586	687,213	602	687,815

Equity as at 1.1.2013	65,058	-70	35,318	500	97,22	-788	62	-9,586	687,213	602	687,815
Profits for the year	-	-	-	-	41,171	-	-	-	41,171	318	41,489
Extended profits	-	-	-	-	-	238	-164	44,329	44,403	-	44,403
Dividends	-	-	-	-	-48,621	-	-	-	-48,621	-	-48,621
Purchase of own shares	-	18	-	-	88	-	-	-	106	-	106
Equity as at 31.12.2013	65,058	-52	35,318	500	89,858	-550	-102	34,743	724,272	919	725,192
Equity as at 1.1.2014	65,058	-52	35,318	500	89,858	-550	-102	34,743	724,272	919	725,192
Profits for the year	-	-	-	-	-22,011	-	-	-	-22,011	329	-21,682
Extended profits	-	-	-	-	-	-480	-781	6,441	5,181	-	5,181
Dividends	-	-	-	-	-21,127	-	-	-	-21,127	-150	-21,277
Purchase/sale of own shares	-	-200	-	-	-1,103	-	-	-	-1,303	-	-1,303
Other changes	-	-	-	-	533	-	-	-	533	-127	406
Equity as at 31.12.2014	65,058	-252	35,318	500	46,15	-1,03	-883	41,184	685,545	972	686,517

8.2.8 Consolidated statement of changes in equity YTD 2015 and YTD 2014 - Unaudited

Change in Goodtech Group Equity
(NOK 1,000, Unaudited)	Share capital	Own shares	Share premium	Other paid-in capital	Other equity	Hedging reserves	Defined benefit plan actuarial gains (losses)	Translation differences	Total	Non controllin g interests	Total equity
Equity as at 1.1.2014	65,058	-52	35,318	500,000	89,858	-550	-102	34,743	724,273	919	725,192
Profit for the period					-22,011				-22,011	329	-21,682
Comprehensive income						-480	-781	6,441	5,181		5,181
Dividend					-21,127				-21,127	-150	-21,277
Purchase of own shares/redemption small shareholders		-200			-1,103				-1,303		-1,303
Other changes					533				533	-127	406
Equity as at 31.12.2014	65,058	-252	35,318	500,000	46,150	-1,030	-883	41,184	685,545	972	686,517

Equity as at 1.1.2015	65,058	-252	35,318	500,000	46,150	-1,030	-883	41,184	685,545	972	686,517
Profit for the period					-143,212				-143,212	80	-143,132
Comprehensive income						406	0	24,416	24,822		24,822
Dividend					0				0	-250	-250
Equity as at 30.09.2015	65,058	-252	35,318	500,000	-97,062	-624	-883	65,600	567,155	802	567,957

(NOK 1,000, Unaudited)	Share capital	Own shares	Share premium	Other paid-in capital	Other equity	Hedging reserves	Defined benefit plan actuarial gains (losses)	Translation differences	Total	Non controllin g interests	Total equity
Equity as at 1.1.2014	65,058	-52	35,318	500,000	89,858	-550	-102	34,743	724,273	919	725,192
Profit for the period					-13,304				-13,304	293	-13,011
Comprehensive income						-278	0	-27,379	-27,657		-27,657
Dividend					-21,127				-21,127	-150	-21,277
Purchase of own shares/redemption small shareholders		-200			-1,103				-1,303		-1,303
Other changes					533				533	-127	406
Equity as at 30.09.2014	65,058	-252	35,318	500,000	54,857	-828	-102	7,364	661,415	935	662,350

8.2.9 Net interest bearing debt

The table below shows the net interest bearing debt for Goodtech Group for the financial years 2014, 2013 and 2012, and Q3 2015 and Q3 2014.

Key ratios(NOK 1,000)	2014	2013	2012	Q3 2015	Q3 2014

Interest bearing debt	200,666	195,558	139,001	266,755	211,465
- Net Cash	22,560	33,365	82,857	21,968	8,633
Net interest bearing debt	178,107	162,193	56,143	244,787	202,831

See section 7.3 of this Information Memorandum for information on pro forma net debt following the transaction.

The Group's main bank with regards to loans, credits and guarantees is SEB. The Group has after the end of Q3 2015 received a waiver of the Group's covenants as of Q3 2015 from SEB. As a result of the waiver not obtained by the end of Q3 2015, and the fact that SEB's engagement matures at 31.12.2015, all liabilities related to SEB have been classified as short-term debt, in accordance with IFRS. SEB's engagement is in the process of being renegotiated. Execution of the transactions (sale of GIAB Group and Goodtech Environment AS) will significa ntly improve the Company's financial position.

The table below shows the maturity schedule of the net interest bearing debt for Goodtech Group as at Q3 2015.

	Nominal	Maturity
(NOK 1,000)	interest rate	date	Currency	Par value	Company	30/09/2015

Long-term interest bearing debt
Skandinaviska Enskilda Banken (SEB), long-term loan	Stibor + 2,5%	30/12/2015	SEK	7,000	GI AB	7,087
	Euribor +
Nordea Bank Finland Abp	1,75%	31/10/2023	EUR	1,679	GE AB	15,992
	1,17% -
Various bank loans – floating rate	5,05%	28/02/2031	SEK	7,122	GSM AB	7,210
Drawn credit facilities (Credit facility of NOK 81m)

Skandinaviska Enskilda Banken (SEB)	Stibor + 2,5%	30/12/2015	SEK	31,500	GI AB	31,891

Skandinaviska Enskilda Banken (SEB)	Nibor + 2,5%	30/12/2015	NOK	45,000	GOD ASA	45,000
Total long-term interest bearing debt						107,179

Current portion of long-term debt						-8,456
Drawn credit facilities classified as current debt						-76,891
Interest rate swaps						809
Total long-term debt excluding current portion						22,642

Short-term interest bearing debt
Current portion of long-term debt						8,456

Shareholder loans						12,607
Drawn credit facilities classified as current debt						76,891
	Nibor/Stibor
Credit facility (SEK 175m)	+ 2,5%					146,160
Total short-term interest bearing debt						244,113

Total interest-bearing debt						266,755

8.2.10 Significant changes to Goodtech's financial or trading positions since 30 September 2015

Since 30 September 2015, there has been no significant change in Goodtech Group's financial or trading positions

8.2.11 Key ratios

The table below sets forth some consolidated key ratios for Goodtech Group for the financial years 2014, 2013 and 2012, and Q3 2015 and Q3 2014.

Key ratios	2014	2013	2012	Q3 2015	Q3 2014

Equity ratio	43.70%	47.20%	47.70%	33.90%	44.82%
Net debt ratio	25.90%	22.40%	8.20%	43.10%	30.62%
Current ratio	0.9	1.13	1.19	0.94	1.07

See section 7.3 of this Information Memorandum for information on pro forma equity ratio following the transaction.

8.3 Segmentation

The following table shows the total revenues and EBITDA by category of activity for the period YTD 2015, YTD 2014, Q3 2015 Q3 2014 and 2014 for the continuing operations of Goodtech Group (unaudited figures).

YTD 2015	Projects &	Projects &
(NOK 1,000)	Services Sweden	Services Norway	Solutions	Environment	Products	Group	Total
Revenue	0	241,138	140,567	157,529	68,282	-19,740	587,775
EBITDA	0	17,718	5,654	6,711	5,507	-11,060	24,529
YTD 2014	Projects & Services	Projects & Services
(NOK 1,000)	Sweden	Norway	Solutions	Environment	Products	Group	Total
Revenue	0	200,051	139,516	138,734	65,033	-32,058	511,276
EBITDA	0	14,680	407	3,049	923	-10,737	8,320
Q3 2015	Projects &	Projects &
(NOK 1,000)	Services Sweden	Services Norway	Solutions	Environment	Products	Group	Total
Revenue	0	65,183	39,704	56,838	18,236	-5,210	174,751
EBITDA	0	963	-690	434	1,223	-2796	-866
Q3 2014	Projects & Services	Projects & Services
(NOK 1,000)	Sweden	Norway	Solutions	Environment	Products	Group	Total
Revenue	0	65,388	47,054	35,532	26,266	-13840	160,400
EBITDA	0	6,883	-90	2,006	2,331	-2,289	8,841
2014	Projects &	Projects &
(NOK 1,000)	Services Sweden	Services Norway	Solutions	Environment	Products	Group	Total
Revenue	0	279,232	189,469	184,360	91,641	-46,288	698,414
EBITDA	0	21,271	-3,993	5,233	1,116	-16,538	7,090

The following table shows the total revenues and EBITDA for the period YTD 2015, YTD 2014, Q3 2015, Q3 2014 and 2014 for the discontinued operations of Goodtech Group (unaudited figures).

GIAB Group (P&S Sweden)	YTD 2015	YTD 2014	Q3 2015	Q3 2014	2014
(NOK 1,000)
Revenue	1,386,420	1,095,011	518,223	358,179	1,555,726
EBITDA	25,791	3,908	17,606	7,502	8,701
Goodtech Environment AS	YTD 2015	YTD 2014	Q3 2015	Q3 2014	2014

(NOK 1,000)
Revenue	84,943	81,154	31,224	30,693	110,084

The following table shows the total revenues and EBITDA by category of activity for the period 2012-2014, based on the old reporting structure (audited figures).

2014	Projects &
(NOK 1,000)	Services	Infra	Solutions	Environment	Products	Group	Total
Revenue	1,490,575	325,386	206,256	294,444	91,641	-44,078	2,364,224
EBITDA	37,110	-8,115	-4,327	11,682	1,116	-15,227	22,239
2013	Projects &
(NOK 1,000)	Services	Infra	Solutions	Environment	Products	Group	Total
Revenue	1,576,982	294,412	199,301	296,566	92,716	-26,200	2,433,776
EBITDA	79,800	10,621	-10,282	8,016	7,092	-9,028	86,218
2012	Projects &
(NOK 1,000)	Services	Infra	Solutions	Environment	Products	Group	Total
Revenue	1,424,007	204,142	256,843	239,282	80,082	-25,353	2,179,002
EBITDA	44,587	4,937	8,455	17,088	8,766	-7,171	76,661

8.4 Capital and indebtedness

The following table shows the actual capitalisation for Goodtech Group as of Q3 2015.

Amounts in NOK thousands	Q3 2015
Current debt
Guaranteed	-
Secured	231,506
Unsecured	846,921
Total current debt	1,078,427
Non-current debt
Guaranteed	-
Secured	22,642
Unsecured	7,773
Total non-current debt	30,415
Shareholder equity

Share capital	65,058
Legal reserves	35,318
Other reserves	467,581
Total shareholder equity	567,957
Total capitalisation	1,676,799
Cash and cash equivalent	21,968
Trading securities	-
Liquidity	21,968
Current financial receivable	-
Current bank debt	230,137
Current portion of non-current debt	1,369
Other current financial debt	12,607
Current financial debt	244,113
Net current financial indebtedness	222,145
Non-current bank loans	22,642
Bonds issued	-
Other non-current loans	-
Non-current financial indebtedness	22,642
Net financial indebtedness	244,787

8.5 Working capital statement

In the opinion of the Company, the Company and the Group, ha ve sufficient working capital for its present requirements for at least the 12 months' period following the date of publication of this Information Memorandum.

8.6 Independent auditor

The Company's auditor is PricewaterhouseCoopers AS. PricewaterhouseCoopers AS ("PricewaterhouseCoopers") is a member of Den Norske Revisorforeningen (The Norwegian Institute of Public Accountants).

PricewaterhouseCoopers AS has been the Group's auditor since 4 May 2012. PricewaterhouseCoopers organization number is 987 009 713 and its address is Dronning Eufemias gate 8, 0191 OSLO, Norway.

The Annual Financial Statements for Goodtech ASA, incorporated by reference hereto, have been audited by PricewaterhouseCoopers. PricewaterhouseCoopers has issued an audit report on these financial statements without any qualifications or disclaimers.

PricewaterhouseCoopers has not audited or produced any report on other information provided in this Information Memorandum.

9. PRO FORMA FINANCIAL INFORMATION

9.1 Exemption from Pro Forma financial information

The Company's quarterly report for Q3 2015 reports GIAB Group as "held for sale" and "discontinued operations", as the criteria for such reporting are fulfilled according to IFRS 5. The Q3 2015 report covers all relevant periods for which pro forma financial information is required. The results and balance sheet items related to the discontinued operations have been reported on separate lines in the income statement, balance sheet and cash flow statement. The income statement, balance sheet and cash flow statement therefore represent continued operations in an accurate manner. As required by IFRS, comparable figures for the income statement for previous periods have been represented in the Q3 2015 report, while comparable balance sheet figures for such previous periods have not been represented. Further, the Q3 2015 report has been prepared in accordance with IAS 34.

Reference is made to the Financial Supervisory Authority of Norway's (the "FSA") guidance on historical financial information and pro forma financial information in share prospectuses, section 4.2 and Oslo Børs' continuing obligations for stock exchange listed companies, section 3.5.1 (5). Oslo Børs has the authority to grant a partial or full exemption from the requirement to prepare pro forma financial information when the pro forma financial information is considered not to have significance for the assessment of the listed shares or when special reasons call for an exemption. Oslo Børs has concluded that the pro forma financial information that would otherwise be published would not be of additional significance to evaluate the listed shares of Goodtech, as the Q3 2015 report which was released prior to the publication of this Information Memorandum provides a sufficient picture of the continuing business of Goodtech following the completion of the Transaction, and to a large extent covers the information that would have been provided as pro forma financial information. In addition, other elements in the FSA's guidance were deemed to be in place.

Please see Section 10.3 "Incorporated by Reference" for a link to the FSA's guidance on "historical financial information and pro forma financial information in share prospectuses" and a link to Oslo Børs' "continuing obligations for stock exchange listed companies".

10. ADDITIONAL INFORMATION

10.1 Third party information

Market and industry data used throughout this Information Memorandum was obtained from various publicly available or independent third party sources. Although the Company believes that these independent sources are generally reliable, the accuracy and completeness of such information are not guaranteed and have not been verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and the limitations and uncerta inties inherent in any statistical survey of market size or demand. The information in this Information Memorandum that has been sourced from third parties has been accurately reproduced and, as far as the Company is aware and able to ascertain from the in formation published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading.

10.2 Documents on display

For the life of this Information Memorandum following documents (or copies thereof) may be ins pected at www.goodtech.no or at the Company's business address:

i. Articles of Association of the Company;
ii. audited historical financial information for the Company's annual accounts for 2012, 2013 and 2014 and unaudited interim report for third quarter ended 30 September 2015; and
iii. stock exchange notices, including quarterly reports, distributed by the Company through Oslo Børs' information system after the submission of the application for listing.
iv. Fairness opinion in relation to the Transaction prepared by BDO AS

10.3 Incorporated by reference

The information incorporated by reference in this Information Memorandum shall be read in connection with the cross-reference list set out in the table below. Except as provided in this section, no information is incorporated by reference in this Information Memorandum.

All the relevant information can be found on the Company's webpage www.goodtech.no

Section in Informati on Memora ndum	Disclosur e requirem ents of the Informati on Memora ndum	Reference document and link	Page (P) in reference document
Section 8	Audited historical financial informati on (Annex I, Section 20.1)	Goodtech – financial statements 2014: http://aarsrapport2014.goodtech.no/resources/files/Annual -Report-Goodtech-ASA 2014-.pdf Goodtech - Director's report 2014: http://aarsrapport2014.goodtech.no/resources/files/Annual -Report-Goodtech-ASA 2014-.pdf Goodtech – financial statements 2013: http://aarsrapport2013.goodtech.no/resources/files/Annual -Report-Goodtech-ASA 2013.pdf	P. 15-60 P. 4-14 P. 14-56
		Goodtech – Director's report 2013: http://aarsrapport2013.goodtech.no/resources/files/Annual -Report-Goodtech-ASA 2013.pdf Goodtech – financial statements 2012: http://aarsrapport2012.goodtech.no/resources/files/Annual_Report_2012_Goodtech_A SA.pdf Goodtech – Director's report 2012: http://aarsrapport2012.goodtech.no/resources/files/Annual_Report_2012_Goodtech_A SA.pdf	P. 4-13 P. 11-50 P. 2-10

Section 8	Audit	Goodtech – Auditor's report 2014:	P. 72-73
	report	http://aarsrapport2014.goodtech.no/resources/files/Annual -Report-Goodtech-ASA
	(Annex I,	2014-.pdf
	Section	Goodtech – Auditor's report 2013:	P. 69-70
	20.4.1)	http://aarsrapport2013.goodtech.no/resources/files/Annual -Report-Goodtech-ASA
		2013.pdf
		Goodtech – Auditor's report 2012:	P. 63-64
		http://aarsrapport2012.goodtech.no/resources/files/Annual_Report_2012_Goodtech_A
		SA.pdf
Section 8	Accounti	Goodtech – Accounting principles:	P. 20-27
	ng	http://aarsrapport2014.goodtech.no/resources/files/Annual -Report-Goodtech-ASA
	policies	2014-.pdf
	(Annex I,
	Section
	20.1)
Section 8	Interim	Goodtech – third quarter financial statements 2015, with comparable figures for the	P. 6-14
	financial	same period in 2014:
	informati	http://www.goodtech.no/webext/fileuploaddb.nsf/0/10D71FB5250170D1C1257EFB002
	on	5F731/\$FILE/Kvartalsrapport%20Q3%202015.pdf
	(Annex I,	Goodtech – Director's report third quarter 2015:	P. 2-5
	Section	http://www.goodtech.no/webext/fileuploaddb.nsf/0/10D71FB5250170D1C1257EFB002
	20.6.1)	5F731/\$FILE/Kvartalsrapport%20Q3%202015.pdf
Section 3	Interim	Fairness opinion in relation to the Transaction prepared by BDO AS	P. 1-6
	financial	http://www.newsweb.no/newsweb/attachment.do?name=Fairness+Opinion.pdf&attId=
	informati	141483
	on
	(Annex I,
	Section
	24)
Section 9	Pro	Historical financial information and pro forma financial information in share	P. 13
	forma	prospectuses
	financial	http://www.finanstilsynet.no/Global/English/Listed_issuers_Prospectuses/Prospectuses
	informati	/Guidances/Guidances%20-
	on	%20Historical%20financial%20information%20and%20pro%20forma%20financial%20inf
	(Annex I,	ormation%20in%20share%20prospectuses.pdf
	Section	Continuing obligations for stock exchange listed companies	p. 18
	20.2,	http://www.oslobors.no/ob_eng/obnewsletter/download/4dac0fd9e191e8c9c2ef831c7
	Annex II)	dcc20cc/file/file/2013-07%20Continuing%20obligations.pdf

11. DEFINITIONS

The following glossary applies in this Information Memorandum unless dictated otherwise by the context, including the foregoing pages of this Information Memorandum.

11.1 Definitions

Articles of Association:	The Articles of Association of the Company.
IFRS:	International Financial Reporting Standards.
Goodtech or the Company:	Goodtech ASA.
Goodtech Group or the Group:	Goodtech ASA and its subsidiaries.
GIAB:	Goodtech Intressenter AB.
GIAB Group:	Goodtech Intressenter AB and its subsidiaries.
Manager:	Pareto Securities AS.
NOK:	Norwegian Kroner, the lawful currency of the Kingdom of Norway.
Norwegian Public Limited Companies Act:	The Norwegian Public Limited Companies Act of 13 June 1997 no. 45 ("Allmennaksjeloven").
Norwegian Securities Trading Act:	The Securities Trading Act of 29 June 2007 no. 75 ("Verdipapirhandelloven").
Oslo Børs:	Oslo Børs ASA (translated "the Oslo Stock Exchange").
Information Memorandum:	This Information Memorandum dated 26 November 2015 prepared in connection with the Transaction.
SEK:	Swedish Kroner.
Share(s):	"Shares" means common shares in the capital of Goodtech ASA and "Share" means any one of them.
Transaction:	The contemplated divestment to be carried out by way of sale of all the shares in GIAB, being a wholly-owned Swedish subsidiary of Goodtech and the group of and/or entities carrying out the business as discussed in Section 5 (Information Regarding Goodtech Intressenter AB), pursuant to which Goodtech (as seller) on 16 October 2015 entered into a share purchase agreement (the "SPA") with the Buyer (as purchaser), governing the contemplated sale of all the shares in GIAB.
USD:	United States Dollars.
VPS account:	An account with VPS for the registration of holdings of securities.
VPS:	Verdipapirsentralen (Norwegian Central Securities Depository), which organizes the Norwegian paperless securities registration system.
YTD:	Year to date (30 September).

Goodtech ASA

Per Krohgs Vei 4 1065 Oslo Norway Phone: +47 81 56 86 00 Fax: +47 23 17 79 99 www.goodtech.no

Pareto Securities AS

Dronning Mauds gt. 3 P.O. Box 1411 – Vika 0115 Oslo Norway

Phone: +47 22 87 87 00 Fax: +47 22 87 87 10 www.paretosec.com

AI assistant

Goodtech — Regulatory Filings 2015

3609_rns_2015-11-26_39af78f1-87a7-41a9-bfed-e6a3b33601c6.pdf

Information Memorandum

Goodtech ASA

Important Notice

IMPORTANT INFORMATION

INFORMATION INCORPORATED BY REFERENCE

INFORMATION SOURCED FROM THIRD PARTIES

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

1. RISK FACTORS

1.1 Risks related to the Transaction

1.1.1 Anticipated benefits

1.1.2 No completion of the Transaction

1.2 Financial risks

1.2.1 Financing risks

1.2.2 Interest rate risk

1.2.3 Dependency on cash flow from subsidiaries

1.2.4 Exchange rate risk

1.2.5 Tax and VAT risks

1.2.6 Counterparties

1.3 Risks related to the industry and market in which the Goodtech Group operates

1.4 Operational risks

1.4.1 Reliance on third party collaborative partners

1.4.2 Ability to sustain current profitability and margins

1.4.3 Risk related to technology

1.4.4 Risk related to projects

1.4.5 Risk related to customer guarantees

1.4.6 Risk related to protection of intellectual property

1.4.7 Attraction and retention of key employees and consultants

1.4.8 Disputes and legal or regulatory proceedings

1.4.9 Irregularities

1.5 Risks related to the Shares

1.5.1 Volatility of the share price

1.5.2 Potential share capital dilution

1.5.3 Company resolutions

1.5.4 Limitation of ability to make claims against the Company following a share capital increase

1.5.5 Enforceability of civil liabilities

1.5.6 Nominee accounts and voting rights

1.5.7 U.S. Shareholders and certain other foreign shareholders may be diluted if they are unable to participate in future offerings

1.5.8 Exchange rate for foreign shareholders

2. RESPONSIBILITY STATEMENT

Statement from the Board of Directors of Goodtech ASA

3. DESCRIPTION OF THE TRANSACTION

3.1 Overview of the Transaction

3.2 Background for the Transaction

3.3 Goodtech Intressenter AB (GIAB)

3.4 Consideration

3.5 Completion & Conditions

3.6 Interest of certain persons in the Transaction

4. PRESENTATION OF GOODTECH ASA

4.1 Incorporation, registered office and registration number

4.2 History

4.3 Legal structure

4.4 Share capital and historical development of share capital

4.5 Business overview

4.5.1 Projects & Services Sweden (P&S Sweden)

4.5.2 Projects & Services Norway (P&S Norway)

Overview of key deliveries in the P&S Norway segment

4.5.3 Solutions

4.5.4 Environment

Overview of key deliveries in the Environment segment

4.5.5 Products

Overview of key deliveries in the Products segment

4.6 Patents and licenses

4.7 Trend information

4.8 Board of Directors and Management

4.8.1 Board of Directors

4.8.2 Management

Business Area Managers:

4.8.3 Shareholdings, stock options, service contracts with the Group and benefits upon termination of employment

4.9 Employees

4.10 Corporate governance

4.11 Major shareholders

4.12 Legal and arbitration proceedings

4.13 Material contracts

5. INFORMATION REGARDING GOODTECH INTRESSENTER AB

5.1 Corporate information

5.2 History

5.3 Legal structure

Goodtech Regulatory Filings 2015