Nekkar — AGM Information 2015

Jun 8, 2015

Minutes of the Annual General Meeting

of

TTS Group ASA

Organization no.: 932142104

The ordinary annual general meeting of TTS Group ASA was held on 8 June 2015 at 2:00 p.m. in the company's offices at Folke Bernadottes vei 38, Bergen.

Chairman of the Board Trym Skeie welcomed everyone.

Present:
Trym Skeie	323 140 shares
	Proxies:
	8 929 879 shares	Skeie Technology AS
	5 306 058 shares	Stisk AS
	5 306 058 shares	Lesk AS
	4 203 361 shares	Skeie Capital Investment AS
	3 055 946 shares	Skagen Vekst Verdipapirfond
	2 160 735 shares 2 158 443 shares	Tamafe Holding AS Odin Maritim
	1 253 033 shares	Skeie Consultants AS
	250 000 shares	Skeie Alpha Invest AS
	64 525 shares	Sabah Jizan
	40 000 shares	Peringo Invest AS
Gisle Rike	Proxies:
	11 512 506 shares	Rasmussengruppen AS
Hogne Tyssøy	Proxies:
	2 146 816 shares	Holdberg Norge
	1 950 000 shares	Holdberg Norden
Helge Schjøtt	99 881 shares
	Proxies:
	96 707 shares	Navigare Skipsaksjeselskap AS
	36 080 shares	Helge Schjøtt Holding AS
Björn Andersson	75 000 shares
Henrik Solberg-Johansen	50 000 shares
Anita Kråkenes	2 000 shares
	Proxies:
	1 000 shares	Nils Christian Petersen
Mona L.T Halvorsen	1 774 aksjer

Of a total of 86 605 660 issued shares, 49 022 942 shares (56.6%) were thus represented at the general meeting. It is noted that the aforementioned proxies were approved.

In addition to the shareholders mentioned above, the company's auditor with Knut Olav Karlsen was present, in addition to Petter Sandtorv and Anders Nome Lepsøe from the Nomination Committee.

The following items were on the agenda:

1. ELECTION OF A CHAIRPERSON AND PERSON TO KEEP THE MINUTES

Trym Skeie was proposed as the chairperson and Henrik Solberg-Johansen was proposed as the keeper of the minutes.

Resolution:

The Annual General Meeting UNANIMOUSLY approved the proposal.

2. APPROVAL OF THE AGENDA AND MEETING NOTES

The general meeting did not voice any objections to the agenda and meeting notice when asked by the chairperson.

Resolution:

The Annual General Meeting UNANIMOUSLY approved the agenda and meeting notice.

3. ELECTION OF A PERSON TO CO-SIGN THE MINUTES WITH THE CHAIRPERSON

Mona L. T. Halvorsen was proposed to co-sign the minutes with the chairperson.

Resolution:

The Annual General Meeting UNANIMOUSLY approved the proposal.

4. APPROVAL OF THE COMPANY'S ANNUAL REPORT AND DIRECTORS' REPORT FOR 2014, INCLUDING ALLOCATION OF ANNUAL RESULT

Approval of the company's annual report and directors' report for 2014, including allocation of annual profit:

• Presentation and approval of the annual accounts for TTS Group ASA and TTS Group.
• Review and approval of the Directors' Report.
• Review and approval of corporate governance principles.
• Review of the Auditor's Report.
• Allocation of the annual results for TTS Group ASA. The Board of Directors proposes the following allocation of the annual results:
• o Allocated for proposed dividend NOK 0

o	Allocated to other reserves	NOK 106 812 000
o	Total allocations	NOK 106 812 000

The Board of Directors proposes that no dividend be paid out for the accounting year 2014.

Proposal for resolution:

TTS Group ASA's Directors Report, corporate governance principles and annual accounts for 2014, prepared in accordance with IFRS, are approved by the Annual General Meeting.

The Annual General Meeting approved that no dividend be paid out for the accounting year 2014.

Resolution:

TTS Group ASA's Directors Report, corporate governance principles and annual accounts for 2014, prepared in accordance with IFRS, are approved UNANIMOUSLY by the Annual General Meeting.

The Annual General Meeting approved UNANIMOUSLY that no dividend be paid out for the accounting year 2014.

5. ADOPTION OF THE AUDITOR'S FEES FOR 2014

TTS Group ASA and the group has paid a total of NOK 5 780 00 000 in fees for services rendered to KPMG. Of this TTS Group ASA has paid NOK 1 445 000, where NOK 1 351 000 is related to audit and NOK 94 000 is related to other services.

Note 1 in the enclosed accounts for TTS Group ASA for 2014, gives an account of the fees paid out to the company's auditor for professional services, including auditing of the company's subsidiaries, as well as fees related to auditing of the company's consolidated accounts for 2014.

Proposal for resolution:

The Annual General Meeting approves the auditor's fee of NOK 1 445 000.

Resolution:

The Annual General Meeting UNANIMOUSLY approves the auditor's fee of NOK 1 445 000.

6. PROPOSAL TO GRANT THE BOARD OF TTS GROUP ASA AUTHORITY TO PERFORM AN INCREASE OF SHARE CAPITAL

The Board proposes the establishment of an authorization to carry out an increase of share capital.

The Boards considers an increase of the company's share capital to be beneficial, in order to further develop the company and/or acquisition of other business activity or capital assets within the same or corresponding business sector as the company. In order to take advantage of good business opportunities, the Board would like to be granted authority to issue new shares without giving notice of an extraordinary general meeting in each individual case. Since the authority is granted, among other reasons to acquire other business activity, the authority must further include the right to waiver the shareholders' right of preference, cf. the Norwegian Public Limited Companies Act, cf. Section 10-4 cf. Section 10-5.

Proposal for resolution:

• a) In accordance with the Norwegian Public Limited Companies Act, Section 10- 4, the Board is granted authority to increase the company's share capital by up to NOK 946 000, by a subscription of up to 8 600 000 shares, each at a nominal value of NOK 0.11.
• b) The share capital increase may be effected against cash contribution or other non-monetary compensation, and the authorization comprises the right to bring upon the company specific duties. E.g. the share capital increase may be done in the form of an acquisition of other business activity or capital asset within the same or corresponding business sector as the company. The authorization comprises a resolution regarding mergers according to Section 13-5, including mergers with subsidiary companies against settlement in parent company shares.
• c) The share capital increase may be effected through one or more directed share issues. The authorization entails that the company's Board of Directors is granted authority to set the date, and to stipulate the subscription price for the new subscription.
• d) In connection with its resolution on a share capital increase, the Board of Directors shall be able to make a decision on a waiver of the shareholders' pre-emptive right to subscribe to shares, cf. the Norwegian Public Limited Companies Act, Section 10-4 cf. Section 10-5.
• e) The Board of Directors is granted authority to carry out necessary amendments to the Articles of Association in connection with the abovementioned share capital increases.
• f) The authorization remains in effect until the next Annual General Meeting and latest on 30.06.16.The authorization replaces corresponding authorization granted by the Annual General Meeting on 05.06.14.
• g) This resolution shall be reported immediately to the Register of Business Enterprises, cf. the Norwegian Public Limited Companies Act, Section 10-16.

Resolution:

The Annual General Meeting UNANIMOUSLY approved the proposal as follow:

• a) In accordance with the Norwegian Public Limited Companies Act, Section 10- 4, the Board is granted authority to increase the company's share capital by up to NOK 946 000, by a subscription of up to 8 600 000 shares, each at a nominal value of NOK 0.11.
• b) The share capital increase may be effected against cash contribution or other non-monetary compensation, and the authorization comprises the right to bring upon the company specific duties. E.g. the share capital increase may be done in the form of an acquisition of other business activity or capital asset within the same or corresponding business sector as the company. The authorization comprises a resolution regarding mergers according to Section 13-5, including mergers with subsidiary companies against settlement in parent company shares.
• c) The share capital increase may be effected through one or more directed share issues. The authorization entails that the company's Board of Directors is granted authority to set the date, and to stipulate the subscription price for the new subscription.
• d) In connection with its resolution on a share capital increase, the Board of Directors shall be able to make a decision on a waiver of the shareholders' pre-emptive right to subscribe to shares, cf. the Norwegian Public Limited Companies Act, Section 10-4 cf. Section 10-5.
• e) The Board of Directors is granted authority to carry out necessary amendments to the Articles of Association in connection with the abovementioned share capital increases.
• f) The authorization remains in effect until the next Annual General Meeting and latest on 30.06.16.The authorization replaces corresponding authorization granted by the Annual General Meeting on 05.06.14.
• g) This resolution shall be reported immediately to the Register of Business Enterprises, cf. the Norwegian Public Limited Companies Act, Section 10-16.

7. PROPOSAL TO GRANT THE BOARD OF TTS GROUP ASA AUTHORITY TO CARRY OUT A SHARE CAPITAL INCREASE TO THE BENEFIT OF THE COMPANY'S LEADING EMPLOYEES - FOR ALLOCATION IN 2015

The Board of Directors considers it to be beneficial that the company's leading employee's takes part in the company's economic development through shareholding. Consequently, the Board of Directors aims to continue its option scheme for the company's leading employees, which has been in practice since 1998. Furthermore, the Board of Directors would like to continue its arrangement of offering discounted shares to the company's employees. Implementation of the option scheme is proposed according to the principles set out in the Norwegian Public Companies Act, Section 10-14, where the first step is for the Board of Directors is to obtain authority to increase the company share capital. The proposal for authorization is based on a one-year term in line with the recommendations by the Norwegian Code of Practice for Corporate Governance. On the basis that the authority is granted in order to issue shares to employees, the authorization must also include the right to waiver the shareholders' pre-emptive rights. More detailed guidelines for employment of the option scheme are considered and approved in item 10.

Proposal for resolution:

• a) In accordance with the Norwegian Public Limited Companies Act, Section 10- 4, the Board is granted authority to increase the company's share capital by up to NOK 74 250, by a subscription of up to 675 000 shares, each at a nominal value of NOK 0.11.
• b) The capital increase shall be effected against cash contribution, and accordingly does not comprise capital increase in the event of a merger.
• c) The share capital increase may be effected through one or more resolutions regarding the issue of shares to leading employees. The authorization entails that the company's Board of Directors is given authority to determine in more detail the conditions for the subscription of shares, including to set the subscription date and subscription price of the shares, and to determine which employees may subscribe for shares in the company.
• d) The shareholders' pre-emptive right to subscription of shares, pursuant to the Norwegian Public Limited Companies Act, Sections 10-14 and 10-15, may be waived.
• e) The Board of Directors is granted authority to carry out necessary amendments to the Articles of Association in connection with the mergers.
• f) The authorization remains in effect for 2 years and latest on 30.06.2017.
• g) This resolution shall be reported immediately to the Register of Business Enterprises, cf. the Norwegian Public Limited Companies Act, Section 10-16.
• h) This authorization is an addition to previous authorizations granted to the Board of Directors to carry out a share capital increase to the benefit of the company's leading employees.

Resolution:

The Annual General Meeting approved the proposal with 48 957 417 (99,9%) votes, against 65 525 (0,1%) votes, as follow:

• a) In accordance with the Norwegian Public Limited Companies Act, Section 10- 4, the Board is granted authority to increase the company's share capital by up to NOK 74 250, by a subscription of up to 675 000 shares, each at a nominal value of NOK 0.11.
• b) The capital increase shall be effected against cash contribution, and accordingly does not comprise capital increase in the event of a merger.
• c) The share capital increase may be effected through one or more resolutions regarding the issue of shares to leading employees. The authorization entails that the company's Board of Directors is given authority to determine in more detail the conditions for the subscription of shares, including to set the subscription date and subscription price of the shares, and to determine which employees may subscribe for shares in the company.
• d) The shareholders' pre-emptive right to subscription of shares, pursuant to the Norwegian Public Limited Companies Act, Sections 10-14 and 10-15, may be waived.
• e) The Board of Directors is granted authority to carry out necessary amendments to the Articles of Association in connection with the mergers.
• f) The authorization remains in effect for 2 years and latest on 30.06.2017.
• g) This resolution shall be reported immediately to the Register of Business Enterprises, cf. the Norwegian Public Limited Companies Act, Section 10-16.
• h) This authorization is an addition to previous authorizations granted to the Board of Directors to carry out a share capital increase to the benefit of the company's leading employees.

8. PROPOSAL TO GRANT THE BOARD OF TTS GROUP ASA AUTHORITY TO BUY OWN SHARES FOR DELETION

The Board of Directors proposes that the General meeting adopt a resolution granting it authority to buy own shares for deletion. It would not be possible to use the authority for other purposes.

Proposal for resolution:

• a) The board of Directors gives authority to buy own shares at Oslo Stock Exchange corresponding to a share capital up to a total of NOK 660 000, corresponding up to 6 000 000 shares, each at a nominal value of NOK 0.11.
• b) The lowest and the highest share price for the shares are NOK 1 and NOK 25.
• c) This authority will remain in effect to the ordinary general meeting in 2016, at the latest 30.6.2016.

Resolution:

The Annual General Meeting UNANIMOUSLY approved the proposal as follow:

• a) The board of Directors gives authority to buy own shares at Oslo Stock Exchange corresponding to a share capital up to a total of NOK 660 000, corresponding up to 6 000 000 shares, each at a nominal value of NOK 0.11.
• b) The lowest and the highest share price for the shares are NOK 1 and NOK 25.
• c) This authority will remain in effect to the ordinary general meeting in 2016, at the latest 30.6.2016.

9. PROPOSAL TO GIVE THE BOARD OF TTS GROUP ASA AUTHORITY TO BUY BACK PORTIONS OF THE CONVERTIBLE CALLABLE UNSECURED SUBORDINATED BOND

The Board of Directors proposes that the General meeting adopt a resolution granting it authority to buy back portions of the convertible callable unsecured subordinated bond.

Proposal for resolution:

• a) The board of Directors gives authority to buy back portions of the convertible callable unsecured subordinated bond up to a total of NOK 150 000 000.
• b) This authority will remain in effect to the ordinary general meeting in 2016, at the latest 30.6.2016.

Resolution:

The Annual General Meeting UNANIMOUSLY approved the proposal as follow:

• a) The board of Directors gives authority to buy back portions of the convertible callable unsecured subordinated bond up to a total of NOK 150 000 000.
• b) This authority will remain in effect to the ordinary general meeting in 2016, at the latest 30.6.2016.

10. REVIEW OF THE BOARD OF DIRECTOR'S STATEMENT REGARDING STIPULATION OF REMUNERATION AND OTHER BENEFITS FOR LEADING EMPLOYEES IN THE COMPANY

Introduction

Pursuant to the Section 10-16a, cf. Section 5-6, third paragraph of the Norwegian Public Limited Companies Act, the Annual General Meeting shall review the Board of Directors' statement regarding stipulation of remuneration and other benefits of leading employees for the coming accounting year.

Statement of principles for stipulation of remuneration

An advisory vote will be held concerning the Board's guidelines regarding stipulation of remuneration of leading employees, while the Annual General Meeting must approve a possible continuance of the share option program.

Principles regarding stipulation of remuneration and other benefits for leading employees The remuneration policy of TTS Group ASA is based on offering the group management competitive conditions. The level of remuneration shall reflect that the company is a listed company focusing internationally.

The annual remuneration is based on the group management taking part in the company's results, and in the added value for the shareholders through increased company value.

Remuneration consists of three main components; base salary, bonus and a share option program.

Bonus is determined on the basis of target results. In certain circumstances where change and development are on a decisive nature, the bonus is further based on specific development targets. Bonus targets are revisited annually. The maximum bonus is one year's base salary for the President & CEO, and up to 50 percent for other leading employees.

Since 1998 a share option program has been active for the group management of TTS; the goal being that the group management shall have the same incentive as the shareholders in respect of increasing company value over time. The Annual General Meeting has each year given the Board authority to establish share option programs with a two year term. Redemption price equals market price on allotment. First exercise is 50% after reporting Q1 results the following year. Thereafter 12.5% per quarter (after reporting quarterly results), in addition to share options that have not been previously exercised. Share options may not be exercised subsequent to the second anniversary.

TTS Group ASA and the Group's Norwegian subsidiaries with effect from 01.01.15 changed its pension plan from defined benefit to defined contribution for all the Norwegian companies. The new defined contribution pension is established in accordance with the current maximum rates for defined contribution of 7% to 7.1G and 25.1% from 7.1G to 12G, including 2% employee contribution. The collective defined contribution, which also includes leading employees in Norway are based salary limited to a maximum of 12G (where G is equivalent to 88 370 NOK).

For employees abroad, the schemes prevailing in the respective companies where they are employed apply.

The period of notice is 6 months with a severance pay from 6 to 12 months, period of notice inclusive.

The share option program is conditional upon the Annual General Meeting's approval, based on the Board being granted authority to make such allotments. The President & CEO's remuneration is determined by the Board of TTS Group ASA. With respect to other leading employees, their remuneration is determined by the boards of the respective subsidiaries / President & CEO.

Proposal for resolution:

The Annual General Meeting support the statements mentioned above and approve the section of the statement regarding share option program for leading employees.

Resolution:

The Annual General Meeting support with 49 021 942 votes, against 1 000 votes, the statements mentioned above and approves with 49 021 942 votes, against 1 000 votes, the section of the statement regarding share option program for leading employees.

11. ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS AND STIPULATION OF THE REMUNERATION OF THE BOARD OF DIRECTORS – NOMINATION COMMITTEE'S RECOMMENDATIONS

The Nomination Committee's proposal

The Nomination Committee has the following members:

Bjørn Olafsson, Chairman Anders Nome Lepsøe Petter Sandtorv

The Nomination Committee considers itself as independent of the Board of Directors and company management. None of the Nomination Committee members are represented in the company management or the board.

The Nomination Committee has held 4 meetings (including 1 electronic / office meeting), in addition, the Nomination Committee had one preliminary meeting with the company management, and one meeting with proposed new candidate for the Board. Nomination Committee members have also had ongoing telephone / mail contact during the work.

The Nomination Committee has communicated with the Chairman of the Board, the President & CEO and the CFO individually. In addition, the Nomination Committee has conversed with all the board members elected by the shareholders with the purpose to get a broad and direct orientation about the board work and operation. In addition, clarify their availability to continue on the board for the board members which are for election.

The Nomination Committee has evaluated the Board's work, composition of expertise and size. Furthermore, the Nomination Committee has reviewed the Board's self-assessment, and the participation in the board meetings.

The Nomination Committee has been in contact with the company's largest shareholders at the beginning of the process and before final proposal from the nomination committee.

The unanimous proposal from the Nomination Committee to the Annual General Meeting 08.06.15 is as follows:

1. Election of members to the board

Pursuant to the Articles of Association, the company's Board of Directors shall consist of 3-8 members, whereof one-third shall be elected by and among the company's employees, according to Norwegian law.

The Board of Directors had until this year's Annual General Meeting 6 members, 4 of which were elected by the shareholders after the shareholder-elected board member Jan Magne Galåen resigned 11.12.14. The reason was that he ended his employment with Rasmussen Group which is the company's largest single shareholder.

In connection with Jan Magne Galåen resignation, was a dialogue between the Nominating Committee, the largest shareholders and the Chairman, which in view of the Articles of Association and legal requirements for the Board of Directors agreed to postpone proposing new shareholder-elected board member to the Nomination Committee's ordinary election process for its Annual General Meeting in 2015.

Shareholder elected members is individually elected for a period of two years. The Director of the Board Toril Eidesvik is for election at the Annual General Meeting 2015 and additionally assumed that resigned from the Board of Directors Jan Magne Galåen replaced so that the number of shareholder-elected Board of Directors are again 5.

Toril Eidesvik has informed the Nomination Committee that she wants to continue and thus re-election. The Nomination Committee has also received a proposal from the Rasmussen Group AS at Gisle Rike as a new Director of the Board. Gisle Rike in conversation with the Nomination Committee chairman confirmed his candidacy.

The Nomination Committee nominates Toril Eidesvik and Gisle Rike to be elected for a period of 2 years. The Board of Directors elects its own chairman.

The Board of Directors will with the nomination above consist of:

Name:	Election period
Trym Skeie	2014 - 2016
Bjarne Skeie	2014 - 2016
Marianne Sandal	2014 - 2016
Gisle Rike	2015 - 2017
Toril Eidesvik	2015 - 2017
Jan-Magnar Grøtte 1)	2014 - 2016
Anita Kråkenes 1)	2014 - 2016
1) Employee Directors of the Board

CV for each Board of Director (shareholder-elected) is attached, and is a part of the Nomination Committee's proposal.

CV for shareholder-elected Board of Directors:

Directors of the Board, not up for election:

Trym Skeie (Not up for election)

Chairman of the Board

Trym Skeie (b. 1968) is one of the main founders (2006) of Skagerak Venture Capital AS (SVC), where he currently is a partner and holds chairman and board member positions in different portfolio companies. Skeie has been Investment Manager at Kistefos and worked as structural design engineer at Hydralift.

Trym Skeie holds the equivalent of a Master's degree from the Norwegian School of Economics and Business Administration (NHH), and a MSc. from the Norwegian University of Science and Technology (NTH).

Trym Skeie has been Chairman of the Board of TTS Group ASA since November 2009. He has met at every board meeting during the period from the previous Annual General Meeting to the notice of Annual General Meeting 2015.

Trym Skeie, through Tamafe Holding AS and Skeie Alpha Invest AS as 100% owner, own 2 733 875 shares in TTS Group ASA. In addition convertible bonds with a nominal value of MNOK 4 which can be converted to 804 828 shares. Skeie has no options in the company. He is a Norwegian citizen.

Bjarne Skeie (Not up for election)

Director of the Board

Skeie (b. 1945) has an engineering background and is known as an entrepreneur, industrial developer and investor in the offshore, equipment and rigindustries. This includes the founding of Maritime Hydraulics AS (1970), as well as acquisitions and restructuring of a number of companies that were merged and listed on the Oslo Stock Exchange as Skeie Group (1986/87). He undertook further establishments and acquisitions of new companies, one of which was Hydralift (1990), a company that saw tremendous organic growth through acquisitions. Hydralift, at the time the largest shareholder in TTS Group ASA (39.1 percent), was sold to National Oilwell in the autumn of 2002. He founded Sinvest in 2002, which was sold in 2006. In 2006, Skeie Drilling & Productions was established, and in 2007, Skeie Energy was established.

Bjarne Skeie was Chairman of the Board of TTS Group ASA in the period 2002-2003 and has been a member of the board since 2008. He has one absence from board meetings during the period from the previous Annual General Meeting to the notice of the Annual General Meeting 2015.

Bjarne Skeie, through Skeie Technology, Skeie Consultants and Skeie Capital Investments where he owns all the voting shares, own 14 386 273 shares in TTS Group ASA. In addition Bjarne Skeie own convertible bonds with a nominal value of MNOK 6 which can be converted to 1 207 243 shares. Skeie has no options in the company. He is a Norwegian citizen.

Marianne Sandal (Not up for election)

Director of the Board

Sandal (b. 1965) is Vice President Road User Charging in Q-Free ASA. She holds a Bachelor as Mechanical Engineer from Bergen University College and has further education in economics and management from BI Norwegian Business School. Sandal was heading Nera Networks world-wide Operations activities in Nera Networks AS in the period 2002-2006 before she started in current position. In this period she was in charge of heading larger restructuring processes in the company. From 1988-2002 Sandal has been employed in Nera ASA and Nera Networks AS in several positions with focus on business development, sales and project management in South-America. She has been based abroad for several years; Sao Paulo, Brazil (1995-1996) Bogota, Colombia (1998-1999) and Mexico City, Mexico (2000-2001).

Sandal has been Chairman of the Board in Noca AS (2007-2010) and Director of the Board in Norges Forskningsråd; Program, VERDIKT (2007-2008) and Director of the Board in Nera Satcom AS (2005-2006).

Marianne Sandal has been Director of the Board of TTS Group ASA since the Annual General Meeting in 2014. She is member of the Audit Committee. Sandal has met at every board meeting during the period from the previous Annual General Meeting to the notice of Annual General Meeting 2015.

Sandal has no shares or options in TTS Group ASA. She is regarded as an independent Director of the Board. Sandal is a Norwegian citizen.

Directors of the Board, up for election:

Toril Eidesvik (Re-election)

Director of the Board

Eidesvik (b. 1968) is independent Director of Boards and consultant. She holds a degree equivalent to "Master of Laws" from the University of Oslo and has further education from BI Norwegian Business School. Eidesvik was CEO and EMS of Seven Seas ASA from 2012 to 2014, CEO of Green Reefers ASA from 2008 to 2012 (working Chairperson 2006-2008) and CEO of Actinor Shipping ASA from 2006 to 2006. Eidesvik has held a number of positions as lawyer from 1994 to 2002. She has extensive board experience, including from Solstad Offshore ASA, where she has been a Director since 2005.

Toril Eidesvik has been Director of the Board of TTS Group ASA since the Annual General Meeting in 2013. She is Chairman of the Audit Committee. Eidesvik has met at every board meeting during the period from the previous Annual General Meeting to the notice of Annual General Meeting 2015.

Eidesvik has 50 000 shares in TTS Group ASA and no options. She is regarded as an independent Director of the Board. Eidesvik is a Norwegian citizen.

Proposal for resolution:

Toril Eidesvik is elected as Director of the Board for 2 years.

Gisle Rike (New)

Director of the Board

Rike (b. 1953) holds an MSc from Norwegian University of Science & Technology (NTH) from 1978. He is Director Property in Rasmussengruppen AS and earlier positions in the same company within marketing and Director of Operation. Rike has previously worked in project management and business development for the companies Maritime Tentech AS and Norwegian Petroleum Consultants AS. He is employed by Rasmussengruppen AS which is a major shareholder in the TTS Group ASA.

Rike holds no shares or options in TTS Group ASA. He is a Norwegian citizen.

Proposal for resolution:

Gilse Rike is elected as Director of the Board for 2 years.

Resolution:

The Annual General Meeting elected with 49 021 942 votes, against 1 000 votes, Toril Eidesvik and Gilse Rike as Directors' of the Board for 2 years.

Tryk Skeie, Bjarnes Skeie4 and Marianne Sandal was not up for election.

2. Remuneration for the Board of Directors

The Nomination Committee has evaluated the development in the company remuneration for the Board of Directors in accordance to the development of the size of the company and complexity, the Nomination Committee's internal analysis of the level of directors' fees in Norwegian listed companies, and own evaluations / experiences. With reference to above the Nomination Committee proposes the following remuneration to the Board of Directors, including remuneration for subcommittee work:

Chairman (1)	NOK 400 000	(from NOK 350 000)
Directors, shareholder-elected (4)	NOK 230 000	(from NOK 200 000)
Directors, employee-elected (2)	NOK 115 000	(from NOK 100 000)
Audit committee, chairman (1)	NOK 90 000	(from NOK 80 000)
Audit committee (2)	NOK 50 000	(from NOK 40 000)

The proposed remuneration is changed from last year according to the values in the brackets. The higher level of remuneration to Chairman of the Board and chairmen of the committee is based on the additional workload that these commissions involve.

The proposed remuneration will be in effect from Annual General Meeting in 2014 (05.06.14) to the Annual General Meeting in 2015 (08.06.15).

Proposed remuneration for each member is as follows if the Annual General Meeting chooses the proposed remuneration:

Name	Remuneration
Trym Skeie	NOK 400 000
Toril Eidesvik	NOK 320 000
Jan Magne Galåen (to 11.12.14)	NOK 140 000
Marianne Sandal	NOK 280 000
Bjarne Skeie	NOK 230 000
Ole Henrik Askvik (to 02.07.14)	NOK 9 583
Mona Halvorsen (to 02.07.14)	NOK 9 583
Jan-Magnar Grøtte (from 02.07.14)	NOK 105 417
Anita Kråkenes (from 02.07.14)	NOK 105 417

Proposal for resolution:

The Annual General Meeting approved the proposed remuneration for each member as follows:

Name	Remuneration
Trym Skeie	NOK 400 000
Toril Eidesvik	NOK 320 000
Jan Magne Galåen (to 11.12.14)	NOK 140 000
Marianne Sandal	NOK 280 000
Bjarne Skeie	NOK 230 000
Ole Henrik Askvik (to 02.07.14)	NOK 9 583
Mona Halvorsen (to 02.07.14)	NOK 9 583
Jan-Magnar Grøtte (from 02.07.14)	NOK 105 417
Anita Kråkenes (from 02.07.14)	NOK 105 417

Resolution:

The Annual General Meeting approves with 48 957 417 votes, against 65 525 votes, approved the proposed remuneration for each member as follows:

Name	Remuneration
Trym Skeie	NOK 400 000
Toril Eidesvik	NOK 320 000
Jan Magne Galåen (to 11.12.14)	NOK 140 000
Marianne Sandal	NOK 280 000
Bjarne Skeie	NOK 230 000
Ole Henrik Askvik (to 02.07.14)	NOK 9 583
Mona Halvorsen (to 02.07.14)	NOK 9 583
Jan-Magnar Grøtte (from 02.07.14)	NOK 105 417
Anita Kråkenes (from 02.07.14)	NOK 105 417

12. ELECTION OF MEMBERS TO THE NOMINATION COMMITTEE AND REMUNIRATION OF THE NOMINATION COMMITTEE – NOMINATION COMMITTEE'S RECOMMENDATION TO NOMINATION COMMITTEE AND THE BOARD OF DIRECTORS RECOMMENDATION TO REMUNERATION

1. Election of members to the Nomination Committee – Proposal from the Nomination Committee

The Nomination Committee consists of:

Bjørn Olafsson	Chairman	Self-employed consultant
Petter Sandtorv	Member	Man. dir. Flu A/S
Anders Nome Lepsøe	Member	EVP& CFO in Westfal-Larsen Management AS

The Nomination Committee members are elected individually for a period of 2 years and for the coming Annual General Meeting Bjørn Olafsson and Petter Sandtorv are up for election. Both have informed the Nomination Committee that they are available for re-election.

The Nomination Committee has been in contact with the largest shareholders and in accordance with the "Procedures for Nomination" chp. 2.3, and decided to nominate to the ordinary general meeting, Bjørn Olafsson and Petter Sandtorv for re-election for a period of 2 years.

The Nomination Committee will by the proposed composition consist of members which consider themselves as independent in relation to the Board of Directors and the company management, nor are they member or represented in the company management.

According to "Procedures for Nomination, chp. 2.2" the Nomination Committee elects its own chairman.

The Board of Directors will after the above nomination consist of:

Name:	Election period
Bjørn Olafsson	2015 - 2017
Petter Sandtorv	2015 - 2017
Anders Nome Lepsøe	2014 - 2016

Proposal for resolution:

The Annual General Meeting approved the proposal to Nomination Committee, consisting of: Bjørn Olafsson, Petter Sandtorv and Anders Nome Lepsøe. Bjørn Olafsson and Petter Sandtorv were elected for 2 years. Anders Nome Lepsøe was not for election.

Resolution:

The Annual General Meeting approved with 49 021 942 votes, against 1 000 votes, the proposal to Nomination Committee, consisting of: Bjørn Olafsson, Petter Sandtorv and Anders Nome Lepsøe. Bjørn Olafsson and Petter Sandtorv were elected with 49 021 942 votes, against 1 000 votes, for 2 years. Anders Nome Lepsøe was not for election.

2. Remuneration of the Nomination Committee – proposal from the Board of Directors

The TTS Group ASA's Board of Directors proposes remuneration of the Nomination Committee as follows:

Chairman	NOK 60	000 (from NOK 50 000)
Members of the committee	NOK 35	000 (from NOK 30 000)

The proposed remuneration is changed compared last year which are shown in brackets above. The remunerations have been unchanged since 2010.

Including chairman and two members the proposal sums up to a total of NOK 130 000 which applies from the Annual General Meeting of 2014 (05.06.14) until this year Annual General Meeting in 2015 (08.06.15).

Distribution of proposed remuneration for each member if the proposal from the Board of Directors is followed:

Name	Remuneration
Bjørn Olafsson	NOK 60 000
Bjørn Sjaastad	NOK 35 000
Anders Nome Lepsøe	NOK 35 000

Resolution:

The Annual General Meeting approved with 49 021 942 votes, against 1 000 votes, the proposed remuneration for each member as followed:

Name	Remuneration
Bjørn Olafsson	NOK 60 000
Bjørn Sjaastad	NOK 35 000
Anders Nome Lepsøe	NOK 35 000

The Annual General Meeting adjourned.

(Translation has been made for information purposes only)