Nekkar — AGM Information 2016

Jun 2, 2016

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 2 June 2016 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:
	250 000 shares	Skeie Alpha Invest AS
	22 655 763 shares	Skeie Technology AS
	11 512 506 shares	Rasumussengruppen AS
	4 203 361 shares	Skeie Capital Investment AS
	3 035 946 shares	Skagen Vekst
	300 000 shares	Skeie Consultants AS
	40 000 shares	Peringo Invest AS
	500 shares	Mette Roelofs
	370 shares	Patrick Malmsten
Robert Lie Olsen	Proxies:
	3 761 575 shares	Holdberg Norge
Toril Eidesvik	Proxies:
	50 000 shares	Salhuset II AS
	75 000 shares	Björn Andersson
Nils O. Aardal	171 582 shares
Henrik Solberg-Johansen	50 000 shares
Gert Henriksen	1 236 shares

Of a total of 86 605 660 issued shares, 46 430 979 shares (53.6%) 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 Chairman of 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

Nils O. Aardal 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 2015, INCLUDING ALLOCATION OF ANNUAL RESULT

Approval of the company's annual report and directors' report for 2015, 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 68	807 000
o	Total allocations	NOK 68	807 000

The Board of Directors proposes that no dividend be paid out for the accounting year 2015.

Proposal for resolution:

TTS Group ASA's Directors Report, corporate governance principles and annual accounts for 2015, 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 2015.

Resolution:

TTS Group ASA's Directors Report, corporate governance principles and annual accounts for 2015, 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 2015.

5. ADOPTION OF THE AUDITOR'S FEES FOR 2015

TTS Group ASA and the group has paid a total of NOK 6 338 00 000 in fees for services rendered to KPMG. Of this TTS Group ASA has paid NOK 1 991 000, where NOK 1 836 000 is related to audit and NOK 155 000 is related to other services.

Note 1 in the enclosed accounts for TTS Group ASA for 2015, 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 2015.

Proposal for resolution:

The Annual General Meeting approves the auditor's fee of NOK 1 991 000.

Resolution:

The Annual General Meeting UNANIMOUSLY approves the auditor's fee of NOK 1 991 000.

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 30.06.17.The authorization replaces corresponding authorization granted by the Annual General Meeting on 08.06.15.
• 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 30.06.17.The authorization replaces corresponding authorization granted by the Annual General Meeting on 08.06.15.
• 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 2016

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.
• 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 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 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.
• 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 2017, at the latest 30.6.2017.

Resolution:

The Annual General Meeting approved the proposal with 46 390 979 votes, against 40 000 votes, 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 2017, at the latest 30.6.2017.

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 2017, at the latest 30.6.2017.

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 2017, at the latest 30.6.2017.

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.

The bonus is calculated on the basis of performance targets and individual goals. Bonus targets are reviewed annually. The President & CEO has a bonus for performance of up to 200 NOK, plus up to 100% of base salary in case "change of control" in TTS Group ASA. For other senior executives a bonus for performance and individual goals up to 50% of base salary.

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 90 068 NOK). For employees abroad, the schemes prevailing in the respective companies where they are employed apply.

The employment agreement with the President & CEO runs until 28.11.16, without additional severance pay. For other senior executives have notice six months, with the addition of severance pay up to 12 months.

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 UNANIMOUSLY the statements mentioned above and approve UNANIMOUSLY 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:

Petter Sandtorv, Chairman Anders Nome Lepsøe Kate Henriksen

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

The Nomination Committee has held 5 meetings, in addition, the Nomination Committee had one preliminary meeting with the company management, and meetings with proposed new candidates 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 02.06.16 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 at this year's Annual General Meeting 6 members, 4 of which were elected by the shareholders.

Shareholder elected members is individually elected for a period of two years. Chairman of the Board Trym Skeie and the Directors of the Board, Marianne Sandal and Bjarne Skeie are for election at the Annual General Meeting in 2016. Trym Skeie, Bjarne Skeie and Marianne Sandal has informed the Nomination Commmittee that they are available for re-election. 24.04.16 was Board of Director Toril Eidesvik appointed as new President & CEO of TTS Group ASA. She resigned immediately as a Director of the Board, and Nomination Committee was commissioned to find her replacement.

The Nomination Committee nominates Trym Skeie, Marianne Sandal and Bjarne Skeie to be re-elected for a period of 2 years. In addition nominate Britt Mjellem as a new Board of Director for a period of 2 years.

When 4 of 5 elected members are elected for a period of 2 years, the Nomination Committee will next year consider actions to ensure continuity in the Board.

The Board of Directors elects its own chairman.

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

Name:	Election period
Trym Skeie	2016 - 2018
Bjarne Skeie	2016 - 2018
Marianne Sandal	2016 - 2018
Britt Mjellem	2016 - 2018
Gisle Rike	2015 - 2017
Anita Kråkenes 1)	2014 - 2016
Ole Henrik Askvik 1)	2014 - 2016
1) Employee Directors of the Board

It is the employees in TTS Group ASA, which elects their representatives to the Board of Directors. The election date is 06.06.16.

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, up for election:

Trym Skeie (Re-election)

Chairman of the Board

Skeie (b. 1968) is one of the main founders of Skagerak Venture Capital AS (SVC), where he currently is a partner. He holds the Chairman or Board of Directors position in several small companies. Skeie has been working as an Investment Manager with Kistefos Venture Capital and as structural design engineer in Hydralift ASA.

Skeie holds a Master of Science (MSc) in Economics and Business Administration from the Norwegian School of Economics (NHH), and a MSc. in Civil Engineering from the Norwegian University of Science and Technology (NTH).

Skeie has been Chairman of the Board of TTS Group ASA since November 2009.

Trym Skeie, direct and through Skeie Alpha Invest AS as 100% owner, own 573 140 shares in TTS Group ASA. In addition owned convertible bonds with a nominal value of MNOK 4, through 100% owned Tamafe Holding AS, which can be converted to 804 828 shares. Trym Skeie is in addition 23,53% owner of Skeie Technology AS and Skeie Capital Investments AS as totally own 26 859 124 shares in TTS Group ASA. Trym Skeie has no options in TTS Group ASA. Note!

At the date 19.04.16 constitute shares owned and controlled by companies and members of Skeie family 27 732 264. The number is unchanged from end of 2015 and 2014.

Trym Skeie is a Norwegian citizen.

Proposal for resolution:

Trym Skeie is elected as Director of the Board for 2 years.

Bjarne Skeie (Re-election)

Director of the Board

Skeie (b. 1945) is an engineer by education. He holds extensive expertise in founding and building up companies. He started his career with the founding of Hydralift ASA, a Norwegian company constructing lift cranes for the offshore industry. With the experience from Hydralift ASA, Skeie built up a number of other companies, including Sinvest ASA, DDI, Ocean Rig ASA, Maritime Well Service and Maritime Hydraulics. He is currently Chairman of Skeie Group AS which is a privately owned management company serving the three companies; Skeie Technology AS, Skeie Capital Investment AS and Skeie Eiendom AS.

Skeie has been Chairman of the Board of TTS Group ASA in the period 2002-2003 and Director of the Board since 2008.

Bjarne Skeie own 10% of the shares and 100% of the voting shares in Skeie Technology AS and Skeie Capital Investments AS, in addition 100% of the shares in Skeie Consultants AS, as totally own 27 159 124 shares in TTS Group ASA.I addition Skeie Consultants AS has convertible bonds with a nominal value of MNOK 6, which can be converted to 1 207 243 shares. Bjarne Skeie has no options in TTS Group ASA.

Note!

At the date 19.04.16 constitute shares owned and controlled by companies and members of Skeie family 27 732 264. The number is unchanged from end of 2015 and 2014.

Bjarne Skeie is a Norwegian citizen.

Proposal for resolution:

Bjarne Skeie is elected as Director of the Board for 2 years.

Marianne Sandal (Re-election)

Director of the Board

Sandal (b. 1965) is COO in poLight AS. She holds a Bachelor degree in Mechanical Engineering from Bergen University College. She has further education in economics and management from BI Norwegian Business School. Sandal has various executive management experiences from business development, sales and project management from Nera ASA and Q-free ASA since 1998.

Sandal has been Director of the Board of TTS Group ASA since 2014. She is member of the Audit Committee.

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.

Proposal for resolution:

Marianne Sandal is elected as Director of the Board for 2 years.

Britt Mjellem (New)

Director of the Board

Britt Mjellem (b. 1961) is an independent Director of Board and consultant. She has studied Economics at the University of Mannheim, Germany. She has previously held senior positions in banking, finance, staffing industry and within oilservice. She has extensive board experience including from DOF ASA (2005-2012) where she also was a member of the Audit Committee. She is currently inter alia a Director of the Board in Bertel O. Steen Teknikk AS and in the Great Norwegian Spitsbergen Coal Company where she is head of the Control and Audit Committee.

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

Proposed for resolution: Britt Mjellem is elected as Director of the Board for a period of 2 years.

Directors of the Board, not up for election:

Gisle Rike

Director of the Board Rike (b. 1953) holds an MSc from Norwegian University of Science & Technology (NTH). He is Director of Property in Rasmussengruppen AS. Rasmussengruppen AS is a major shareholder of the TTS Group ASA. Rike has various executive

management experiences from project management and business development from Rasmussengruppen AS and Maritime Tentech AS.

Rike has been Director of the Board of TTS Group ASA since 2015. He is member of the Audit Committee.

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

Resolution:

The Annual General Meeting elected UNANIMOUSLY Trym Skeie, Bjarne Skeie, Marianne Sandal and Britt Mjellem as Directors' of the Board for 2 years.

Gisle Rike 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. The fees were adjusted in 2015 and the Nomination Committee finds no need to adjust the levels in 2016. The Nomination Committee proposes the following remuneration to the Board of Directors, including remuneration for subcommittee work:

Chairman (1)	NOK 400 000
Directors, shareholder-elected (4)	NOK 230 000
Directors, employee-elected (2)	NOK 115 000
Audit committee, chairman (1)	NOK 90 000
Audit committee (2)	NOK 50 000

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 2015 (08.06.15) to the Annual General Meeting in 2016 (02.06.16).

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,-
Marianne Sandal	NOK 280.000,-
Gisle Rike	NOK 280.000,-
Bjarne Skeie	NOK 230.000,-
Anita Kråkenes	NOK 115.000,-
Ole Henrik Askvik (11 months)	NOK 105.417,-
Jan-Magnar Grøtte (1 month)	NOK 9.583,-

Proposal for resolution:

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

Name: Trym Skeie NOK 400.000,- Toril Eidesvik NOK 320.000,-	Remuneration
Marianne Sandal NOK 280.000,-
Gisle Rike NOK 280.000,-
Bjarne Skeie NOK 230.000,-
Anita Kråkenes NOK 115.000,-
Ole Henrik Askvik (11 months) NOK 105.417,-
Jan-Magnar Grøtte (1 month) NOK	9.583,-

Resolution:

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

Remuneration
NOK 400.000,-
NOK 320.000,-
NOK 280.000,-
NOK 280.000,-
NOK 230.000,-
NOK 115.000,-
NOK 105.417,-
NOK 9.583,-

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:

Petter Sandtorv	Chairman	Self-employed Consultant
Anders Nome Lepsøe	Member	EVP& CFO in Westfal-Larsen Management AS
Kate Henriksen	Member	COO, Miles AS

The Nomination Committee members are elected individually for a period of 2 years and for the coming Annual General Meeting Anders Nome Lepsøe is up for election. He has informed the Nomination Committee that he is 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, Anders Nome Lepsøe 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.

Proposal for resolution:

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

Resolution:

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

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
Members of the committee	NOK 35 000

The fees were adjusted in 2015 and the Board of Directors finds no need to adjust the levels in 2016.

Including chairman and two members the proposal sums up to a total of NOK 130 000 which applies from the Annual General Meeting of 2015 (08.06.15) until this year Annual General Meeting in 2016 (02.06.16).

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

Name	Remuneration
Petter Sandrorv	NOK 60 000
Anders Nome Leposøe	NOK 35 000
Kate Henriksen	NOK 35 000

Proposal for resolution:

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

Name	Remuneration
Petter Sandtorv	NOK 60 000
Anders Nome Lepsøe	NOK 35 000
Kate Henriksen	NOK 35 000

Resolution:

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

Name	Remuneration
Petter Sandtorv	NOK 60 000
Anders Nome Lepsøe	NOK 35 000
Kate Henriksen	NOK 35 000

The Annual General Meeting adjourned.

(Translation has been made for information purposes only)