Nekkar — M&A Activity 2018

Mar 21, 2018

Information Memorandum

TTS Group ASA (to be renamed Nekkar ASA)

(a public limited liability company organized under the laws of the Kingdom of Norway) Business Registration number 932 142 104

Information memorandum prepared in connection with an agreement between TTS Group ASA as seller on the one side and Cargotec Oyj and certain entities within the MacGregor group (a part of the Cargotec group) on the other side as purchasers in connection with the sale and purchase of a major part of the Group's business

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

21 March 2018

IMPORTANT NOTICE

This information memorandum ("Information Memorandum") has been prepared in order to provide information about TTS Group ASA (the "Company", to be renamed Nekkar ASA) and its subsidiaries (the "Group"), in connection with the Company's sale of a major part of its business to Cargotec Oyj and to certain entities within the MacGregor group, which is a part of the Cargotec group ("Cargotec") (the "Transaction"). The sale comprises five of the Group's business divisions; (i) RoRo, Cruise, Navy, (ii) Container, Bulk, Tank, (iii) Offshore, (iv) Multipurpose, General Cargo, (v) Services (the "TTS Business"). Out of the Group's in total six business divisions, only Shipyard Solutions is exempted from the Transaction.

The contemplated divestment of the TTS Business shall be carried out by sale of (i) shares in twelve of the Company's subsidiaries (the "Target Companies") and (ii) certain other assets associated with the TTS Business. The sale is governed by a purchase agreement dated 8 February 2018 (the "Agreement").

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

This Information Memorandum serves as an information document as required under Section 3.5 of Oslo Børs' Continuing Obligations for Listed Companies and has been submitted to Oslo Børs for inspection and review before it was 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 securities are being offered or sold pursuant to this Information Memorandum.

Investing in the shares issued by the Company (the "Shares") involves risk. In reviewing this Information Memorandum, you should carefully consider the matters described in Section 1 (Risk Factors) beginning on page 6.

This Information Memorandum is subject to Norwegian law, unless otherwise indicated herein. Any dispute arising in respect of this Information Memorandum is subject to the exclusive jurisdiction of the Norwegian courts, with Bergen District Court as legal venue.

IMPORTANT INFORMATION

The Company has furnished the information in this Information Memorandum. See Section 2 (Responsibility Statement) for the Board of Directors' responsibility statement for the information contained herein.

The information contained herein is current as of the date hereof. There may have been changes affecting the 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 change in the affairs of the 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 should be directed to the Company. No other person has been 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.

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, or 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 under the Unites States Securities Act of 1933, as amended (the "U.S. Securities Act").

TABLE OF CONTENTS

1	RISK FACTORS6
1.1	Risk factors related to the Company and the industry6
1.2	Risk factors relating to the Shares9
1.3	Risk factors relating to the Transaction11
2	RESPONSIBILITY STATEMENT 13
3	PRESENTATION OF TTS GROUP ASA PRIOR TO THE
	TRANSACTION14
3.1	Incorporation, registered office and registration number 14
3.2	History14
3.3	Legal structure15
3.4	Share capital and historical development of share capital15
3.5	Business overview15
3.6	Patents or licenses, industrial, commercial or financial contracts or new
	manufacturing processes. 18
3.7	Trend information and new products/services18
3.8	Board of Directors and Management 19
3.9	Employees21
3.10	Corporate governance22
3.11 3.12	Major shareholders23 Legal and arbitration proceedings24
4	THE BUSINESS COMPRISED BY THE TRANSACTION 25
4.1	Introduction 25
4.2	The shares and business divisions comprised by the transaction 25
4.3	Selected financial information27
5	THE GROUP AFTER COMPLETION OF THE TRANSACTION 28
5.1	Introduction and legal structure28
5.2	The Syncrolift business28
5.3	Possible new investments31
5.4	Rebranding of the Group31
5.5	The Transaction's significance for the earnings, assets and liabilities of the Company31
6	THE TRANSACTION32
6.1	Parties to the Transaction 32
6.2	Assets to be sold and consideration32
6.3	Conditions for the completion of the Transaction32
6.4	Expenses incurred as a consequence of the Transaction 33
6.5	Interest of certain persons in the Transaction33
7	MARKET OVERVIEW34
7.1	Shipbuilding industry 34
7.2	Cruise and RoRo industry 35
7.3	Merchant shipping industry36
7.4	Offshore industry37
7.5	Port and terminals industry38
8	HISTORICAL FINANCIAL INFORMATION39

8.1	Summary of significant accounting policies 39
8.2	Selected financial information39
8.3	Independent auditor40
9	CAPITAL RESOURCES 41
9.1	Funding and treasury policies41
9.2	Debt overview 41
9.3	Restrictions on the use of capital43
9.4	Working capital statement44
10	UNAUDITED PRO FORMA FINANCIAL INFORMATION 45
11	ADDITIONAL INFORMATION 46
11.1	Cautionary note regarding forward-looking statements46
11.2	Third party information 46
11.3	Documents on display 46
11.4	Incorporated by reference47
12	DEFINITIONS 49

1 RISK FACTORS

In addition to the other information set out in this Information Memorandum, the following risk factors should be carefully considered when analysing the Group and/or the Transaction. Any of the risks described below could have a material adverse impact on the Group, financial condition and results of operations and could therefore have a negative effect on the trading price of the shares in the Group and affect a prospective investor's investment.

1.1 Risk factors related to the Company and the industry

1.1.1 Dependency on the shipbuilding, offshore and Port and Terminals industries

The demand for the Group's products and services is largely dependent upon developments in the shipbuilding and offshore industries.

The activity in the shipbuilding industry is an important factor for the business performance of TTS. Historically, the number of vessels contracted worldwide varies from year to year. A reduction in contracting of vessels could negatively affect demand for the Group's products and services, which again could have an adverse effect on its business, financial condition and result of operations. The Group can provide no assurance with respect to future contracting in the shipbuilding industry.

The Group through its offshore activities is dependent on demand for offshore services in connection with exploration, development and production in the oil and gas sector. Historically, demand for exploration, development and production has been volatile and closely linked to the price of hydrocarbons. Low oil prices typically lead to a reduction in the demand for offshore services and thereby the demand for offshore and onshore handling equipment as well as other related equipment and services in demand within the offshore industry. Decreased demand in the offshore industry could have an adverse impact on the financial position of the Company.

1.1.2 Success in the market and the competitive situation in the industry

The global market is highly competitive, and competition might limit the Group's ability to maintain or increase its market share. The Group's current and future competitors may have considerably greater financial and other resources, and may be better positioned to withstand and adjust to changing market conditions. If the Group is not able to maintain its competitive position in the market, it could have an adverse effect on its business, financial condition and result of operations.

1.1.3 Manufacturing risks

The Group relies upon subcontractors when producing its products. The Group cannot be certain that it will be able to enter into satisfactory agreements with subcontractors. The Group's failure to enter into agreements with such subcontractors on reasonable terms, if at all, could have a material and adverse effect on the business, financial condition and results of operations. The Group also needs to ensure that the manufacturing process complies with applicable regulations and manufacturing practises as well as with the Group's own high standards. Poor manufacturing performance by third party manufactures could have a significant adverse effect on the Company's business, financial condition or result of operations.

1.1.4 Technology and new products

The markets the Group operates in, are characterized by tough competition. Commitment to technologies/suppliers that do not obtain market acceptance or lack the ability to adapt to different market segments, may have a severe effect on the Company's prospects for the future. Even though the Company believes it can offer a solid product spectre within its areas of operation, the industry and the customer demands can change. The Group cannot assure that it will make the right decisions regarding product development and marketing, or that future focus areas will accommodate change in customer preferences. The Group may also be exposed to severe risks of possible disruptive technologies, i.e. unforeseen technologies that may change the marketplace significantly.

1.1.5 Fluctuation in revenues

The Group's future revenues may fluctuate significantly from period to period and from year to year as a result of various factors. Negative fluctuations may have a material adverse impact on the Group's results of operational and financial condition.

1.1.6 Obtaining acceptable prices and cost levels

The Group's financial position and future development depend to a considerable extent on the price it is able to obtain for its products. The demand for the Group's products is affected by a large number of different factors, over which the Company has little control. A relative change in demand could lead to lower sales prices, which would have a negative impact on the Group's operating revenues and profits. Certain cost factors such as steel prices may also affect the Group's future operational result if the Company is unable to shift any increases in prices on to their customers. Additionally, there will always be a risk that the costs of product development exceed the original estimated costs, that development takes longer than expected or that a product fails to meet the demands from the potential customers.

1.1.7 Possibility of operating losses

The Company has a long performance record, operating history and historical financial statements upon which its financial performance, services, products, processes or its ability to implement and achieve its business strategy can be evaluated. The Company cannot assure that it, in the future, will be successful in implementing its business strategy or developing internal processes to manage its growth and business prospects or continue to make profits.

1.1.8 Ability to raise additional capital

The Company may in the future seek to raise capital through equity and debt financings or from other sources. However, the Company may prove unable to raise such additional capital in a timely manner and on commercially acceptable terms, if at all. If the Company is unable to generate adequate funds from operations or from additional sources, then the business, results of operations and financial condition may be materially and adversely affected.

1.1.9 Counter party risks

The Group's operations are mainly within the shipping and offshore industry, and many parts of this industry have been affected by the global recession in the oil and gas industries since 2014, and subsequently the significant reduction in the shipbuilding industry during 2016 and 2017. Such events are outside the control of the Company and have increased the Company's counter party risk. While

the global market has been facing a slow recovery, the shipping and offshore industries are still somewhat vulnerable, although a gradual recovery is expected throughout 2018.

1.1.10 Liability claims

Any claims against the Company, regardless of their merit, could materially and adversely affect its financial condition, because litigation related to these claims would strain the financial resources in addition to consuming the time and attention of the management. This also relates to product liability claims as the Company, as a producer and provider of technology products, is exposed to product liability claims that may adversely affect the Company's profitability. The Company will not necessarily be able to recover losses incurred due to such liability from its suppliers, nor will the Company's insurance schemes necessarily cover such liabilities.

1.1.11 Reliance upon key personnel

The Group is highly dependent upon the senior management and engineering team, the loss of whose services might impede the achievement of the Company's objectives. Competition for key personnel with the experience that is required is tough and is expected to continue to increase. There is no assurance that the Group will be able to retain key personnel, nor can assurances be given that the Group will be able to recruit new key personnel in the future.

1.1.12 Exchange rate risks

The value of non-Norwegian currency denominated revenues and costs will be affected by changes in currency exchange rates or exchange control regulations. The majority of the Company's future revenues in addition to NOK are expected to be in USD or EUR. The Company does engage in foreign exchange hedging transactions, but there can be no assurance that these actions will adequately protect its operating results from the effects of exchange rate fluctuations.

1.1.13 Labour interruptions

At the end of 2017, TTS had 804 employees, of which 196 were in the joint ventures, and 21 were hired, whereas the corresponding number after completion of the Transaction is expected to be between 35-45, of which approximately none will be hired personnel. Certain of the Group's employees are members of labour unions, and future employees may also be members of unions. Any labour unrest could prevent or hinder the Group's services from being carried out normally and, if not resolved in a timely and cost-effective manner, could have a material adverse effect on its business, results of operations, cash flows and financial condition.

1.1.14 Risks affecting international operations

The Group's business and results of operations are subject to a range of risks inherent in international operations. These risks include:

• Instable foreign governments and volatile foreign economies
• New laws or regulations with obligations for the Group that will restrict its functionality or increase the cost of operation
• Risk of war or terrorist activities
• Renegotiations or nullification of existing contracts and agreements
• Foreign exchange restrictions or other regulations and policies affecting trade and investment
• Interferences of production or services due to labour or political disturbance

1.1.15 Environmental risks

The Company works systematically to increase the level of quality on all deliveries. The Group's activities are primarily related to design, engineering, assembly and testing of equipment. Assembly and testing of the Group's products are based on a very limited use of chemicals harmful to human health or to the environment. The products supplied by the Group are primarily electro or hydraulically powered, and there is little risk of environmental pollution. The Group's operations are not regulated by licenses.

1.1.16 Taxation risks

The Company is exposed to a risk regarding the correct application of the tax regulations in the jurisdictions in which it operates, as well as possible future changes in the tax legislation of those relevant jurisdictions. New and changed regulations could have an impact on the Company's profitability.

1.2 Risk factors relating to the Shares

1.2.1 Volatility of share price

The market price of the Shares can fluctuate widely in response to a number of factors, including the following:

• actual or anticipated variations in operating results;
• changes in financial estimates or recommendations by stock market analysts regarding the Company or its competitors;
• announcements by the Company or its competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments or significant contracts;
• matters announced in respect of major customers;
• sales or purchases of substantial blocks of stock;
• additions or departures of key personnel;
• future equity or debt offerings by the Company and its announcements of these offerings;
• changes to the regulatory environment in which the Company operates; and
• general market and economic conditions.

Moreover, in recent years, the stock market in general has experienced large price fluctuations. These broad market fluctuations may adversely affect the Company's stock price, regardless of its operating results.

1.2.2 Possibility of waiver of pre-emptive subscription right

In order to raise equity on short notice in the investor market, TTS may undertake private placements with a minimum subscription amount, and the general meeting may in that connection decide to waive the shareholders' pre-emptive subscription rights.

1.2.3 Risk of dilution

The Company has issued convertible bonds which may be converted into shares in the Company, see Section 3.4 for further details. The Company also has a management share option programme in place, see Section 3.8.3. If bonds are converted or options exercised, this will have a dilutive effect on the holdings of existing shareholders.

Furthermore, shareholders not participating in future offerings may be diluted. Unless otherwise resolved or authorised by the general meeting, shareholders in Norwegian public companies such as the Company have pre-emptive rights proportionate to the aggregate amount of the shares they hold with respect to new shares issued by the company. For reasons relating to US securities laws (and the laws in certain other jurisdictions) or other factors, US investors (and investors in such other jurisdictions) may not be able to participate in a new issuance of shares or other securities and may face dilution as a result.

1.2.4 Exception from the right to vote

Beneficial owners of the Shares that are registered in a nominee account (such as through brokers, dealers or other third parties) may not be able to vote for such Shares unless their ownership is reregistered in their names with the Norwegian Central Securities Depository (the "VPS") prior to the Company's general meetings. The Company cannot guarantee that beneficial owners of the Shares will receive the notice of a general meeting in time to instruct their nominees to either affect a reregistration of their Shares or otherwise vote for their Shares in the manner desired by such beneficial owners.

1.2.5 Future sales of Shares

Sales of substantial amounts of the Shares by certain principal shareholders, directors and key management members or the perception that such sales could occur, could have an adverse effect on the market value of the Shares and the Company's ability to raise capital through future capital increases.

1.2.6 Transfer restrictions under the securities law of the United States and other jurisdictions

The Shares are not registered under the U.S. Securities Act of 1933, as amended, or the securities laws of other jurisdictions other than the Kingdom of Norway, and the Company does not expect to do so in the future. The Shares may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the U.S. Securities Act) nor may they be offered or sold in any other jurisdiction in which the registration of the Shares is required but has not taken place, unless an exemption from the applicable registration requirement is available or the offer or sale of the Shares occurs in connection with a transaction that is not subject to these provisions. In addition, there can be no assurances that shareholders residing or domiciled in the United States will be able to participate in future capital increases or rights offerings.

1.2.7 Ability to pay dividends

Norwegian corporate legislation provides that any proposal of distribution of dividends must be adopted by the Company's general meeting of shareholders. Dividends may only be distributed to the extent that the Company has distributable funds and its Board of Directors finds such distribution to be prudent in consideration of the size, nature, scope and risks associated with the Group's operations and its liquidity and financial position.

As a principal rule, the Company's general meeting of shareholders may not resolve to distribute higher dividends than the Company's Board of Directors has proposed or approved. If, for any reason, the general meeting does not declare dividends in accordance with the above, a shareholder will generally have no claim in respect of such non-distribution, and the Company will, as a general rule, have no obligation to pay any dividend in respect of the relevant period.

1.2.8 Enforceability of civil liabilities

The Company is a public limited liability company organised and existing under the laws of Norway. The majority of the members of the Board of Directors or the Company's executive management reside in Norway. As a result, it may not be possible for investors to effect services of process in other jurisdictions upon such persons or the Company, to enforce against such persons or the Company judgements obtained in non-Norwegian courts, or to enforce judgements on such persons or the Company in other jurisdictions.

1.2.9 Shareholders' limited ability to take legal proceedings against the Company

The rights of the Company's shareholders are governed by Norwegian law and by the articles of association of the Company. These rights may differ from the rights of shareholders in other jurisdictions. In particular, Norwegian law limits the circumstances under which shareholders of Norwegian companies may bring derivative actions. For instance, under Norwegian law, any action brought by a company in respect of wrongful acts committed against the Company will be prioritised over actions brought by shareholders claiming compensation in respect of such acts. In addition, it may be difficult to prevail in a claim against the Company under, or to enforce liabilities predicated upon, securities laws in other jurisdictions.

1.2.10 Exchange rate risk 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.

1.3 Risk factors relating to the Transaction

1.3.1 No completion of the Transaction

The completion of the Transaction is expected to take place by 30 September 2018.The Transaction may not be completed or may not be completed as described in this Information Memorandum, if certain conditions to such completion are not satisfied or waived, the most important being that approval from relevant competition authorities is required before closing can take place. Should the Transaction be significantly delayed or not be completed, this could have a material adverse effect on the trading price of the Shares.

1.3.2 Risks relating to claims for breaches of the Agreement

After completion of the Transaction, the Company may be exposed to claims based on the representations and warranties and other undertakings included in the Agreement. If the Company is in breach of such provisions, it may be subject to claims from the Purchasers. Resolving such claims can be costly and time consuming, and a successful claim could subject the Company to significant damages which may have a material adverse effect on the results and financial position of the Company.

1.3.3 Less diversified company

The Transaction involves a divestment of the majority of the Group's business units. By completion of the Transaction, the Company will discontinue the business of the following business units:

• Roro, Cruise, Navy
• Container, Bulk, Tank
• Offshore
• Multipurpose, General cargo
• Services

Upon closing, the Company will only retain and continue to develop and grow the business of TTS Syncrolift AS ("Syncrolift AS") which currently is within the shipyard industry and is not included in the Transaction. In addition, the Company will acquire 51 % ownership of Intellilift AS with its technology and employees.

There is a competition clause in the Agreement preventing the Company to compete or start businesses which are equivalent to those divested for a period of three years after closing.

Following completion of the Transaction, the Company will initially thus become a significantly less diversified company. The risk factors associated with the Company's business post-closing of the Transaction are largely the same as for the Company today. However, on short term, the Group's business will be largely dependent on the performance of Syncrolift AS, and as such more vulnerable towards adverse changes in market conditions for this specific business unit. On the other hand, the Company is expected to be debt free and less dependent on external financing until such time that either working capital requirements or the need for acquisition financing emerges.

2 RESPONSIBILITY STATEMENT

This Information Memorandum has been prepared by TTS Group ASA to provide information regarding the contemplated Transaction.

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.

Bergen, 21 March 2018

_______________________ Trym Skeie Chairman of the Board

_______________________ Marianne Sandal Board member

Britt Mjellem Board member

_______________________

Gisle Rike Board member

_______________________

_______________________ Leif Haukom Board member

_______________________ Anita Kråkenes Employee elected

_______________________ Morten Aarvik Employee elected

3 PRESENTATION OF TTS GROUP ASA PRIOR TO THE TRANSACTION

3.1 Incorporation, registered office and registration number

The Company's legal and commercial name is TTS Group ASA. The Company is a Norwegian Public Limited Company organised under Norwegian law, and the Company and its business activities are governed by the provisions of the Norwegian Public Limited Companies Act (Norwegian: Allmennaksjeloven). The Company's registered organization number is 932 142 104. The Company was incorporated in 1974 under the name TTS Technology ASA. The Company's registered office is at Folke Bernadottes vei 38, Postboks 3577 Fyllingsdalen, NO 5845 Bergen Norway. The Company's telephone number is +47 55 94 74 00.

3.2 History

The list below outlines the key historical events for TTS Group ASA.

Year	Historical Event	Year	Historical Event
1966	Company Established	2007	Acquired Sense MUD AS, Kristiansand Norway
1995	Listed on Oslo Stock Exchange	2007	Established Sense DrillFab AS, Norway
1996	Acquired Mongstad Engineering AS	2007	Established EDM pte Ltd, Singapore
1997	Acquired Norlift AS	2007	Established TTS Kkeyon Marine, China
2000	Acquired Aktro AS	2008	Acquired Wellquip Holding AS, Norway
2001	Etablished Joint Venture in Shanghai, China	2008	Established Jiangnan-TTS, China
2001	Sold TTS Construction AS	2008	Established TTS Marine Equipment, Dalian China
2001	Acquired Hamworthy KSE, AB, Dry Cargo	2009	Established TTS Singapore pte Ltd Singapore
2001	Acquired Hydralift Marine, Sold TTS Aktro	2009	Established TTS Greece Lted, Greece
	AS
2002	Established Pusan Office, Korea	2009	Established TTS Mexico, Mexico
2004	Acquired 100% of JV in Shanghai, China	2009	Established TTS Brazil, Brazil
2004	Acquired LMO Cranes in Lubeck, Germany	2009	Established TTS Poland, Poland
2004	Acquired Liftec Oy in Tampere, Finland	2012	Sense EMD AS, Norway sold to Cameron
2005	Established TTS Bohai Machinery, Dalian	2012	Acquisition of NMF GmBh, Hamburg, Germany
	China
2005	Established TTS Inc in Miami USA	2015	Established TTS – SMC JV in Guangzhou, China
2005	Acquired NavCiv Engineering AB, Sweden	2015	Agreement Rolls-Royce to acquire Syncrolift ™
			assets.
2005	Acquired Kocks GmBh in Bremen Germany	2015	TTS 50 year anniversary
2006	Established TTS Marine srl in Genova, Italy	2016	Established TTS Marine Services LLC
2006	Established TTS Vietnam, Hai Phong Vietnam	2017	Sale of TTS Liftec OY
2007	Acquired ICD Proejcts AS in Ålesund Norway	2018	TTS enters into asset sale agreement with
			MacGregor
2007	Acquired Sense EMD AS Norway

3.3 Legal structure

3.4 Share capital and historical development of share capital

The share capital as of 1 January 2014 was 9,526,622.60 NOK divided by 86,605,660 shares, each with a face value of NOK 0.11, giving a share capital of total NOK 9,526,623.

As per 31 December 2017 there were 18,781,690 conversion rights related to the subordinated convertible bond with a conversion value of 4.97, subject to customary adjustment provisions.

On 26 February 2018 the share capital was increased by NOK 22,132.77 through a bond conversion issuing 201,207 new shares (each with a par value of NOK 0.11), while 18,580,483 conversion rights remains.

As a consequence of the conversion, the Company's share capital was increased to NOK 9,548,755.37 divided into 86,806,867 shares, each with a par value of NOK 0.11.

The Company holds 112,882 of its own shares.

At the end of 4Q 2017, senior employees held 1,240,000 share options with a strike price of NOK 3.43. The options were awarded in 2Q 2017.

3.5 Business overview

3.5.1 Introduction

The Group is an international corporation that provides handling solutions and access systems and services for the marine and offshore industries.

With a worldwide workforce of 804 employees, TTS has more than 50 years of experience in the marine industry. The group has subsidiaries in Belgium, China, Germany, Greece, Italy, Korea,

Norway, Poland, Singapore, Sweden, UAE, USA, Brasil (dormant company) and Vietnam. Corporate headquarters is located in Bergen, Norway.

The Group's activities primarily involve the design, assembly, installation and testing of equipment. Apart from the manufacture of certain key components, a global network of subcontractors undertakes production.

The Company is listed on the Oslo Stock Exchange and the Group's turnover in 2017 was approximately MNOK 2,182, of which MNOK 211 was from continued operations and MNOK 1,971 was from discontinued operations.

For management purposes the Group is organized into business units based on its products and services and has six reportable segments; (i) RoRo/Cruise/Navy, (ii) Container/Bulk/Tank, (iii) Offshore, (iv) Multipurpose/General Cargo, (v) Services, (vi) Shipyard Solutions.

3.5.2 RoRo/Cruise/Navy

This business division is led by Executive Vice President Bjørn Rosén. The business is carried out by TTS Marine AB.

RoRo

The business division supplies both ship-based and land-based installations designed to ensure smooth cargo handling. Ship based equipment typically includes stern ramps for access to a vessel's main lower and upper decks, as well as ramp covers to protect access to the lower hold and internal areas of these vessels. The Group also has many references for installation of large quarter ramps, internal ramps for distribution of cargo between decks, liftable/hoistable car decks and watertight ramp covers and bulkhead doors to ensure the required compartmental division for water- and gas-tight integrity.

Cruise ships

Today's cruise ships are very large vessels with high demands on logistic systems and passenger and cargo access equipment. They also operate in environmentally sensitive areas. Therefore the business division has developed doors and platforms that are optimised for the cruise ship industry and available with either hydraulic or electric operation. The Group can also provide land based logistic systems, such as gangways and provision and luggage handling systems.

Naval vessels

The Group designs and supplies equipment for navies worldwide. Vessel types such as logistics support ships, as well as docking and landing ships and pre-positioning ships are covered by the Group's portfolio. Typical equipment installed on these vessels is ramps, side loading systems, cranes, deck machinery, hatch covers and internal doors and lifts. OPVs and other combat vessels are also suited to TTS equipment due to the increased emphasis on hull access points such as hangar doors and USV/UUV Mission Bay doors.

3.5.3 Container/Bulk/Tank

This business unit is led by Executive Vice President Holger Elies. The business is carried out by TTS Marine GmbH, TTS Marine GmbH Korea, TTS Marine Equipment Ltd, the 50/50 owned companies TTS Hua Hai SE Co. Ltd. and TTS Bohai Machinery Co. Ltd, and partly TTS Greece Ltd.

Containerships

The business division supplies a wide range of functional products for the world's container fleet. The business division was involved in the creation of lift-on/lift-off hatch cover systems. Use of advanced stress-calculation systems and computer-aided design technology for the steel structure enables these hatch cover panels to accommodate higher container loadings, while keeping panel weights within the permitted maximum for handling by shore cranes.

Bulkships

Onboard equipment for the bulk shipping sector must be specially designed to take into account the hazardous nature of unpackaged bulk cargoes and the wide variation in port facilities to handle the loads.

Tankers

The business division is a supplier of hose handling cranes for tankers. The cranes are designed in accordance with Oil Companies International Marine Forum (OCIMF) requirements. Specialized needs for compliance, such as for tankers carrying explosive substances or other matters related to safety, are handled by the business division's team of designers.

3.5.4 Offshore

The business unit is led by Executive Vice President Mette Harv. The business is carried out by TTS Offshore Solutions AS.

The offshore division designs and supplies marine and offshore cranes. Over the years, the Group has developed solutions for subsea load handling in rough and deep waters, which are able to match the need of the individual vessel.

The business division delivers all types of cranes, and is primarily focused on offshore cranes, including active heave-compensated cranes.

3.5.5 Multipurpose/General Cargo

The business unit is led by Executive Vice President Mette Harv. The business of the division is carried out by TTS NMF GmbH and 50% owned TTS SCM M&OM Co. Ltd.

The business division is responsible for the design and installation of a wide range of cargo handling systems. The business division offers custom solutions alongside a wide range of standard products, all designed to equip a variety of vessels from short-sea traders to reefers and specialized combination carriers.

The business division delivers general cargo handling solutions with equipment such as hatch covers, cranes designed for various types of cargo loads, and dedicated side-loading systems and external doors. Modular construction enables the Group to design and build equipment for divers applications from standard components, which allows flexibility for customization without the need for expensive upfront engineering, thereby reducing the risks for customers and speeding the job of creating effective solutions.

3.5.6 Services

The business unit is led by Executive Vice President Trond Larsen and is carried out by TTS Marine AS, TTS Benelux NV, TTS Marine Services LLC, TTS Greece Ltd, TTS Marine S.r.l, TTS Singapore Pte. Ltd, and TTS Marine Inc. In addition the business unit has activities carried out by TTS Marine AB, TTS Marine GmbH, TTS NMF GmbH and TTS Marine GMBH Korea.

The business division offers worldwide maintenance, repair services and aftersales for the full range of the Group's products, including spare parts, service interval arrangements and lifetime services. The business division provides a global network of 24/7 service operations centred on busy ports and offshore hubs.

The Group has supplemented its presence in Europe and the Far East with service stations in USA, and the United Arab Emirates.

3.5.7 Shipyard Solutions

The business unit is led by Executive Vice President Rolf-Atle Tomassen, and is carried out by the company TTS Syncrolift AS and partly by TTS Marine Inc.

Syncrolift AS offers turnkey and customized solutions for shipyards around the world. The business division's product range includes ship lifting systems for launching and retrieval of vessels, transfer systems for a fast and reliable method of moving vessels around the yard, and the FastDocking™ products for efficiency during docking and maintenance of vessels.

Further information is included in Section 5.2.

3.6 Patents or licenses, industrial, commercial or financial contracts or new manufacturing processes.

The Group strives for and holds necessary patents and operational licences to perform its operations. Whenever required for business or operational reasons, the Group will obtain licences, permits or otherwise enter into agreements required to conduct its business in accordance with rules and regulations. The Group does not depend on any single patents or licenses, industrial, commercial or financial contracts or new manufacturing processes.

3.7 Trend information and new products/services

The Group has not experienced any changes or trends outside the ordinary course of business that are significant to the Group between 31 December 2017 and the date of this Information Memorandum, other than those described elsewhere in this Information Memorandum. Please see Section 7 (Market Overview) for more information about significant recent trends in the Group's business and relevant markets.

3.8 Board of Directors and Management

The Company's registered business address, Folke Bernadottes vei 38, Postboks 3577 Fyllingsdalen, NO 5845, Bergen, Norway, serves as c/o address for the members of the Company's directors and management.

3.8.1 Board of Directors

Trym Skeie, Chairman of the Board: Mr. Skeie (b. 1968) is one of the main founders of Skagerak Venture Capital and Skagerak Maturo Capital, where he is currently is a partner. He holds the Chairman of Board of Directors position in several venture and growth companies. Skeie has been working as an Investment Manager with Kistefos Venture Capital, management consultant in Accenture and as a structural design engineer in Hydralift ASA. Skeie holds a Master of Science (M.Sc.) in Economics and Business Administration from the Norwegian School of Economics (NHH), and a M.Sc. 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. Skeie is a Norwegian citizen.

Marianne Sandal - Board member: Ms. Sandal (b. 1965) is COO in poLight AS and an independent Board member. 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 a Board member of TTS Group ASA since 2014. Sandal holds no shares or share-options in the company, and is a Norwegian citizen.

Britt Mjellem - Board member: Ms Mjellem (b. 1961) is an independent Board member and consultant.She has studied Economics and Marketing at the University of Mannheim, Germany. She has previously held senior positions in banking, finance, staffing industry and within oil service. She has extensive board experience including from DOF ASA (2005-2012). She is currently a Board member in Bertel O.Steen Teknikk AS and in Store Norske Spitsbergen Kulkompani AS. Mjellem has been a Board member of TTS Group ASA since 2016. Mjellem holds no shares or share-options in the company, and is a Norwegian citizen.

Gisle Rike - Board member: Mr. Rike (b. 1953) is Director of Property in Rasmussengruppen AS, a major shareholder of the Company. He holds an MSC from Norwegian University of Science & Technology (NTH). Rike has various executive management experiences from project management and business development from Rasmussengruppen AS and Maritime Tentech AS. Rike has been a Board member of the Company since 2015. Rike is a Norwegian citizen.

Leif Haukom - Board member: Mr. Haukom (b. 1950) is an independent Board member and consultant. He holds a Bachelor degree in Engineering from the University of Agder, and supportive education in economics and management. His 35 years' work experience from the Offshore and Maritime Industry includes Managing Director of Maritime Tentech,Aker Pusnes, and MacGregor Pusnes. Mr. Haukom have a vast broad experience from chair and board member positions in Norwegian companies and their international subsidiaries. Haukom has been a Board member of the Company since 2017. Haukom holds no shares or share-options in the company, and is a Norwegian citizen.

Anita Kråkenes and Morten Aarvik are employee elected Board members. Neither of them are engaged in any activities outside the Group which are of material importance to the Company.

3.8.2 Management

Toril Eidesvik, President and CEO: is an experienced business executive who joined TTS in April 2016. From 2013 to 2014 she was CEO of the ship supply company EMS Seven Seas ASA, and from 2008 until 2012 she was CEO of the shipping company Green Reefers ASA. She has also practised as a lawyer in Caiano AS, Gjensidige NOR Sparebank and Simonsen Musæus Advokatfirma. Toril Eidesvik holds a Master of Law from the University of Oslo and has participated in management programs in finance and project management from BI Norwegian Business School. Eidesvik has held a number of board positions during the last twenty years and is presently member of the Board and audit committee in Solstad Farstad ASA and Eksportfinans ASA.

Leiv Kallestad, CFO: is an experienced business executive whom joined TTS from the position as Vice President Norway at Palfinger Marine. Previously he has held executive positions with amongst others, Harding Safety, SR-Bank, TORP LNG and Kverneland Group after almost 20 years with ExxonMobil and ConocoPhillips. He has a degree in Business Administration from the Norwegian School of Economics and Business Administration.

Mark Bakelaar – CDO: Has a Master of Science in Mechanical engineering from Delft University of Technology in Holland. After 10 years as project manager for a Dutch consultancy firm, he moved to Norway and worked as supply chain manager for a shipping company and regional manager for a large industrial bakery. He joined TTS in 2016.

Bjørn Rosén - Executive Vice President of business division RoRo, Cruise, Navy: Has a Master of Science in Naval Architecture from Chalmers University of Technology in 1998. After participating a trainee program in the Swedish marine cluster he joined TTS (then Hamworthy KSE AB) in 2000 as Steel Structural Engineer. Three years later he started a career within sales, and as of 2010 he has been Vice President Sales & Projects until he was appointed EVP in 2017.

Holger Elies - Executive Vice President of business division Container, Bulk, Tank: Is well experienced from the marine equipment business and has held various positions within TTS since 2008, including in the Far East. Previously he worked with SEC Ship's Equipment Centre Bremen GmbH, initially as Sales Manager, from 2001 as Managing Director.

Mette Harv - Executive Vice President of business division Offshore and business division Multipurpose, General Cargo: Joined TTS from the position as Vice President Global Supply Chain & Logistics at National Oilwell Varco (NOV). Previously she has held various positions at NOV, and she has also been advisor for Norwegian Ministry of Oil and Energy and auditor at PwC. She is educated at, and hold a degree, from Norwegian School of Economics.

Trond Larsen - Executive Vice President of business division Services: Has a technical education. He started his career as a ship electrician and has continued worked with engineering and design of special maritime systems. Later years he has worked mostly with business development, acquisitions and divestment of companies.

Rolf Atle Tomassen - Executive Vice President of business division Shipyard Solutions: Is a wellexperienced manager, with TTS since 2003. Previously he was among others sales and marketing director at VINN Design and managing director for MultiCraft AS. Tomassen has a bachelor with Honors degree in Mechanical Engineering from University of Newcastle-upon-Tyne, Great Britain.

3.8.3 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 Information Memorandum, the number of shares owned directly or indirectly by each of the Company's directors and management, and the number of options held by such persons under the Company's management share option programme:

Name	Position	No. of Shares	No. of Options
Trym Skeie	Chairman	323,140*
Marianne Sandal	Board member
Britt Mjellem	Board member
Gisle Rike	Board member
Leif Haukom	Board member
Anita Kråkenes	Board member
Morten Aarvik	Board member
Toril Eidesvik	President and CEO	50,000	300,000
Leiv Kallestad	CFO		170,000
Bjørn Rosén	EVP RCN		150,000
Holger Elies	EVP CBT		150,000
Mette Harv	EVP MPG & OFF		80,000
Trond Larsen	EVP SER		150,000
Rolf Atle Tomassen	EVP SYS		150,000
Mark Bakelaar	CDO		80,000

* In addition 27,109,124 shares are held indirectly by Trym Skeie through Skeie Technology AS, Skeie Capital Investment AS and Skeie Alpha Invest AS, in total 27.432.264 are held directly and indirectly by Trym Skeie.

The President and CEO, Toril Eidesvik, has a six month notice period with a six month severance pay. Other members of the senior executive management have a notice period of six months with severance payments ranging from zero to twelve months.

Other than the above, no members of the management or the Board of Directors have entered into any service contracts with the Company or any of its subsidiaries providing for benefits upon termination of their employment.

3.9 Employees

On 31 December 2017, the Group had 804 employees in 13 countries.

The table below reflects a breakdown of the geographical location of the Group's employees as of 31 December 2017.

	Num ber of	% of total
Country	Em ployees	em ployees
Belgium	1	0,1 %
China	172	21,4 %
Dubai	6	0,7 %
Germany	150	18,7 %
Greece	9	1,1 %
Italy	10	1,2 %
Korea	72	9,0 %
Norway	171	21,3 %
Poland	67	8,3 %
Singapore	12	1,5 %
Sweden	97	12,1 %
USA	11	1,4 %
Vietnam	26	3,2 %
TOTAL	804	100 %

There are in addition 92 employees in the 50 % owned TTS Bo Hai in China, not included in the numbers.

3.10 Corporate governance

The Norwegian Code of Practise for Corporate Governance (the "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 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. The Company's principles of corporate governance have been adopted by the Company's Board of Directors in compliance with the recommendations set out in the Code with the following deviations:

• According to the Code, item 3, mandates granted to the Board of Directors to increase the Company's share capital should be limited in time to no later than the date of the next annual general meeting. In some instances the General Meeting has authorized the Board of Directors to increase the Company's share capital with a validity of two years.
• According to the Code, item 6, all members of the Board of Directors are recommended to be present at the General Meeting. Due to a generally low attendance to the general assemblies, TTS does not deem it necessary for all of the Directors of the Board to be present at the General Meetings.
• According to the Code, item 6, it is recommended that an independent chairman be assured for the General Meeting. In the Company, the Chairman of the Board is normally elected to chair the General Meeting.
• According to the Code, item 8, it is recommended that the Chairman of the Board of Directors be elected by the General Meeting. In accordance with the Norwegian Public Limited Companies Act and the Company's articles of association, the Board appoints its Chairman.
• According to the Code, item 15, it is recommended that the Board of Directors establish guidelines for the use of the Company's auditor by the Company's executive management for services other than the audit. The Board of Directors has not deemed it necessary to implement such guidelines.

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

3.11 Major shareholders

An overview of the Company's 30 largest shareholders is set out in the table below:

	Top 30 shareholders as of 15-mar-2018		Percent
1	SKEIE TECHNOLOGY AS	Shares 22,655,763	26.10 %
2	RASMUSSENGRUPPEN AS	11,512,506	13.26 %
3	BARRUS CAPITAL AS	5,803,500	6.69 %
4	VINTERSTUA AS	4,840,000	5.58 %
5	SKEIE CAPITAL INVESTMENT AS	4,203,361	4.84 %
6	DNB NOR MARKETS, AKSJEHAND/ANALYS	3,440,907	3.96 %
7	PIMA AS	2,120,003	2.44 %
8	TIGERSTADEN AS	1,800,000	2.07 %
9	GMC JUNIOR INVEST AS	1,604,737	1.85 %
10	TRAPESA AS	1,603,651	1.85 %
11	ITLUTION AS	1,475,261	1.70 %
12	FIRST PARTNERS HOLDING 16 AS	1,460,143	1.68 %
13	AVANZA BANK AB	1,261,754	1.45 %
14	DANSKE BANK AS	1,011,604	1.17 %
15	SALT VALUE AS	1,003,802	1.16 %
16	AVANT AS	1,000,000	1.15 %
17	ESPEDAL & CO AS	743,557	0.86 %
18	PHAROS INVEST I AS	675,000	0.78 %
19	GLASTAD CAPITAL AS	668,000	0.77 %
20	WIECO AS	469,283	0.54 %
21	SJAP AS	420,000	0.48 %
22	MOE	414,706	0.48 %
23	FLOSTA INVEST AS	410,800	0.47 %
24	HOLSTEN INVEST AS	400,000	0.46 %
25	OMA INVEST AS	400,000	0.46 %
26	SKÅLA BÆR AS	400,000	0.46 %
27	SKANDINAVISKA ENSKILDA BANKEN AB	380,719	0.44 %
28	CAHE FINANS AS	345,000	0.40 %
29	TRYM SKEIE	323,140	0.37 %
30	GUTTIS AS	300,000	0.35 %
	Total top 30	73,147,197	84.26 %
	Other	13,659,670	15.74 %
	Total	86,806,867	100.00 %

The following shareholders have holdings which are notifiable to the market pursuant to the Norwegian Securities Trading Act:

Shareholder	Number of shares	Ownership
Trym Skeie	27.432.264*	31.7 %
Rasmussengruppen AS	11.512.506	13.3 %
Barrus Capital AS	5.803.500	6.7 %
Vinterstua AS	4.840.000	5.6 %

* Includes 323,140 shares owned directly and a total of 27,109,124 shares indirectly through Skeie Technology AS, Skeie Capital Investment AS and Skeie Alpha Invest AS.

The majority shares in Rasmussengruppen AS are held by Einar Johan Rasmussen, Rannfrid Rasmussen (including through Rannfrid Rasmussen Investment AS) and Dag Rasmussen (including through Einar Rasmussen Investment AS). The shares in Barrus Capital AS are owned by Vidar Robstad (50 %, through Cantiba AS) and Svein Erik Halvorsen (50 %, through Hactor AS). Vinterstua AS is owned by Ståle Hellenes (60 %) and Punyawi Kaeoprachum (40 %).

The Company is not aware of any other shareholders or consolidated groups of shareholders owning a number of Shares sufficient to control the Company or which is notifiable to the market.

3.12 Legal and arbitration proceedings

From time to time, and in the course of ordinary business, the Group is involved in disputes arising out of its business operations. 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 THE BUSINESS COMPRISED BY THE TRANSACTION

4.1 Introduction

The Transaction involves the sale of the TTS Business. The TTS Business comprises:

• the shares in all subsidiaries of the Company except for the shares in TTS Syncrolift AS;
• certain contracts;
• certain IT systems; and
• certain intellectual property rights (including the TTS trademarks, logos and domain names).

As such, the Transaction comprises the business divisions (i) RoRo, Cruise and Navy, (ii) Container, Bulk and Tank, (iii) Offshore, (iv) Multipurpose and General Cargo and (v) Services.

The Company will retain the Shipyard Solutions business as carried out by Syncrolift AS. Following completion of the Transaction, the remainder of the Group, TTS Group ASA and TTS Syncrolift AS will be subject to re-naming and re-branding.

4.2 The shares and business divisions comprised by the transaction

The Transaction comprises the business carried out by all companies illustrated directly below that are not coloured red:

The business of said companies (all companies that are not coloured red above) will be transferred by way of sale of the Company's shares in the Target Companies, as listed directly below:

Company name	Jurisdiction of incorporation	Business registration number	Owner share
Norlift AS	Norway	871 003 912	100 %
Hydralift Marine AS	Norway	986 166 483	100 %
TTS Offshore Solutions AS	Norway	998 201 608	100 %
TTS Marine Shanghai Co. Ltd.	China	3100703240692	100 %
TTS Cranes Norway AS	Norway	991 020 586	100 %
TTS Singapore Pte. Ltd.	Singapore	200905194E	100 %
TTS Greece Ltd.	Greece	Reg.nr: 47278 Gen.Com. Reg.: 044765907000	100 %
TTS Poland Sp. Z.o.o.	Poland	Region: 143237412 Nip: 5272661385	100 %
TTS Marine AB	Sweden	SE556233-1982	100 %
TTS Marine AS	Norway	994 804 022	100 %
TTS NMF GmbH	Germany	HRB 13630	100 %
TTS Bohai Machinery Co. Ltd.	China	2102773011078	50 %

All contracts entered into by the Company being of significance to the business of the Target Companies will be transferred from the Company to the Purchasers, subject to approval from counterparties when required.

The Purchasers shall acquire all material IT hardware and infrastructure of the Company.

The Company's "TTS" trademark, logo and brand will also be transferred as part of the Transaction. The same applies to the TTS webpages and domain names and various other web pages and domain names.

4.3 Selected financial information

Key financial information

The table below shows key financial information of the Group's respective business divisions included in the Transaction. The financial information based on interim report for the year 2017 is unaudited.

Amounts in NOK millions	Interim report	Annual Report	Annual Report	Annual Report
	YTD Q4 2017	2016	2015	2014
RORO, CRUISE, NAVY
Turnover	298	555	641	599
EBITDA	5	15	62	77
Order backlog per 31.12	910	652	941	854

Amounts in NOK millions	Interim report	Annual Report	Annual Report	Annual Report
	YTD Q4 2017	2016	2015	2014
CONTAINER, BULK, TANK
Turnover	894	1138	973	422
EBITDA	77	21	141	-5
Order backlog per 31.12		1403	2090	1687

Amounts in NOK millions	Interim report	Annual Report	Annual Report	Annual Report
	YTD Q4 2017	2016	2015	2014
OFFSHORE
Turnover	142	226	359	572
EBITDA	-16	4	-102	-50
Order backlog per 31.12	94	150	219	254

Amounts in NOK millions	Interim report	Annual Report	Annual Report	Annual Report
	YTD Q4 2017	2016	2015	2014
MULTIPURPOSE, GENERAL
CARGO
Turnover	127	322	259	138
EBITDA	-62	-24	-13	-32
Order backlog per 31.12	412	205	573	562

Amounts in NOK millions	Interim report	Annual Report	Annual Report	Annual Report
	YTD Q4 2017	2016	2015	2014
SERVICES
Turnover	507	533	591	530
EBITDA	27	42	76	96

5 THE GROUP AFTER COMPLETION OF THE TRANSACTION

5.1 Introduction and legal structure

Following completion of the Transaction, the Group will have departed the majority of its business divisions while guarantee and credit lines and currency trading lines will be either settled or taken over by the Purchasers. The Transaction strengthens the Company financially and enables it to focus on further growth and development of the Syncrolift business as well as new investment.

Shortly after closing of the Transaction, the Company will complete an agreement to acquire 51 % of the shares in Intellilift AS. Intellilift has entered into a cooperation agreement with the Company whereby Intellilift will become the Company's preferred technology partner for development and supply of Intellilift Systems (software within shipyard handling systems). In addition, Intellilift will focus on developing control systems and software to increase efficiency for drilling operation offshore. Furthermore, a shareholders' agreement has been entered into with the other shareholders in Intellilift and will come into force upon completion of the agreement.

The Group's new legal structure will be as follows:

The Group will have a workforce of 35-45 mainly in Norway with the majority employed by TTS Syncrolift AS.

5.2 The Syncrolift business

The post-closing business of the Group will initially be focused on the continued operation and development of the Shipyard Business as carried out by TTS Syncrolift AS will be renamed Syncrolift "a company in the Nekkar Group", with registration number 939 077 774. This company was incorporated in 1986 and has its registered office at Holterkollveien 6, 1448 Drøbak, in Norway. The company had 26 employees on 31 December 2017.

Syncrolift has during the last thirty years been a solutions provider to shipyards worldwide. Syncrolift AS offers turnkey and customised solutions. The product range includes ship lifting systems for launching and retrieval of vessels, and Fast Docking products for efficiency during docking and maintenance of vessels.

Syncrolift's main offerings to its clients are (i) docking solutions for launching and retrieval of vessels, (ii) transfer systems for a fast and reliable method of moving vessels around the yard, (iii) fast docking products for efficiency during docking and maintenance of vessels and (iv) services for existing systems in operation. Products and services are delivered both to navy and commercial shipyards, for construction as well as repair.

Within docking solutions, one of Syncrolift's key products is the shiplift named Syncrolift. The Syncrolift is essentially a large elevator which consists of a structural steel platform and a selected number of electrical powered wire rope hoists to raise and lower the platform. Syncrolifts are not only used for the retrieval and launching of ships, it may also be used for launching concrete caissons, offshore structures and wind farm equipment.

Transfer systems include rail trolleys, tyre wheel system and track/tyre-less systems.

The "Fast Docking Products" focuses on the customer's need to improve the shipyard working process and streamlining the docking time.

In June 2017 Syncrolift signed its largest contract so far, for a 9000 ton Syncrolift (ship lift) and a transfer system with Karachi Shipyard and Engineering Works Limited (KSEW) in Pakistan. The total order value was approx. NOK 250 million.

Amounts in NOK millions	Interim report	Annual Report	Annual Report	Annual Report
	4Q YTD 2017	2016	2015	2014
SHIPYARD SOLUTIONS*
Turnover	204	298	216	192
EBITDA	31	36	17	32
Order backlog per 31.12	458	335	204	271

Selected financial information for the Shipyard Solutions division. The financial information based on interim reports for 4Q 2017 is unaudited.

*The 2016 and 2017 numbers exclude revenues and EBITDA from Liftec OY, of MNOK 109 and MNOK 8 respectively. Liftec OY was sold in 1Q 2017.

5.3 Possible new investments

In addition to continuing the development of the Syncrolift business, the Company will seek new investment opportunities building on the heritage of TTS, access to exciting technology and knowledge clusters in Norway, together with a strong and committed management team.

5.4 Rebranding of the Group

As resolved by the general meeting on 12 March 2018, the Company will change its name to Nekkar ASA upon completion of the Transaction.

5.5 The Transaction's significance for the earnings, assets and liabilities of the Company

Once completed, the Transaction will reduce the total Company activity by approximately 90 % as measured by revenue 2016 and year to date 4Q 2017. The TTS Business also represents the majority of the Company's assets.

Shipyard Solutions with its Syncrolift brand, the remaining business unit in the Group, is a ship lift provider. 2016 revenues were MNOK 179, and EBITDA MNOK 18¹ . 2017 revenues were MNOK 204 and EBITDA of MNOK 31. The Syncrolift business has developed positively throughout 2017, and the high activity levels are expected to continue in 2018 on the back of a strong order book, high utilization of resources, and a strong market.

The Company will continue as the holding company for Syncrolift and the future portfolio companies. It will be scaled (staff and cost base) in accordance with the operating requirements of the business going forward. The preliminary assessment indicates a cost level of approximately NOK 15 million per year.

Following completion of the Transaction, the Company is expected to be debt free and less dependent on external financing until such time that either working capital requirements or the need for acquisition financing emerges.

¹ The 2016 numbers exclude revenues and EBITDA from Liftec OY of MNOK 109 and MNOK 8 respectively. Liftec OY was sold in 1Q 2017.

6 THE TRANSACTION

6.1 Parties to the Transaction

The Agreement was entered into on 8 February 2018 between TTS Group ASA on the one hand and Cargotec Oyj (Finland) and certain purchasing entities within the MacGregor group in Finland on the other hand.

MacGregor is part of the Cargotec group, a provider of cargo and load handling solutions and which is listed on the Nasdaq Helsinki Stock Exchange, its ultimate parent company being Cargotec Oyj. Cargotec Oyj is a public limited liability company incorporated under the laws of Finland with registered address at Porkkalankatu 5, 00180 Helsinki, Finland, and with business registration number 1927402-8. Cargotec Oyj is party to the Transaction as Guarantor.

6.2 Assets to be sold and consideration

Under the Agreement, the TTS Business, as further described in Section 4, will be transferred to the Purchasers as an asset sale and purchase transaction.

The Consideration payable to the Company is MNOK 840 in cash, subject to working capital and net debt adjustments.

6.3 Conditions for the completion of the Transaction

Completion is subject to the following conditions being satisfied no later than 30 September 2018:

• (a) An extraordinary general meeting of the Company having, with the support of at least twothirds of the votes cast and of the share capital represented at the general meeting, resolved to approve the Transaction; and
• (b) The Competition Authorities in Norway, Germany, Austria, South Korea and China having cleared the Transaction (actively or tacitly by not intervening against the Transaction within the statutory time limits) unconditionally or on conditions which are acceptable to the Purchasers (in their sole and reasonable opinion), it being understood that any conditions related to the business unit RoRo, Cruise, Navy shall always be considered acceptable to the Purchasers.

Condition a) was satisfied on 12 March 2018 when an extraordinary general meeting of the Company resolved to approve the Transaction.

Completion is expected by 30 September 2018.

The Company has given warranties and indemnities, which are in line with market practice for similar transactions.

In connection with completion of the Transaction, TTS Group ASA and Cargotec Oyj has entered into a transitional services agreement pursuant to which the parties will agree to procure certain services to each other for a period of twelve months after completion.

6.4 Expenses incurred as a consequence of the Transaction

Expenses incurred include fees to the Manager and to the Company's legal and financial advisors. Total expenses are estimated to MNOK 15.

6.5 Interest of certain persons in the Transaction

Under her current bonus agreement, Toril Eidesvik, President and CEO of the TTS Group, will be entitled to a bonus equal to six months of her base salary upon closing of the Transaction There are in addition seven employees that are entitled to stay-on bonuses related to the transaction. The maximum payout for the employees is equal to three months' base salary.

7 MARKET OVERVIEW

7.1 Shipbuilding industry

One of the most important factors for the development of TTS' markets is the shipbuilding industry. Accordingly, in the following a short overview of the ship building market is given.

World contracting measured in number of vessels, reached a top level in 2007-2008 with more than 5,000 new vessel orders in a single year. There was a large drop in activity following the financial turmoil and collapse in the major shipping markets in 2008. Recent years have seen very low levels of new orders received by virtually all shipyards. Overall world contracting bottomed in 2016 with a record low ~600 vessels, followed by a slight improvement in 2017 with ~1,000 contracted vessels.

Historical number of ship orders

Source: Clarksons (contingent on access to Clarksons Shipping Intelligence Network)

The state of the world economy is an important driver for shipping and shipbuilding markets, and as seen in the graph below, seaborne trade is highly correlated to growth in world GDP. In 2017, world seaborne trade is projected to have grown 3.7% - the fastest pace of growth since 2012.

7.2 Cruise and RoRo industry

TTS provides solutions to RoRo and Cruise vessels, and the underlying development in these markets is crucial to TTS.

The cruise sector has seen a strong level of new build ordering and investment since 2014, as many players seek to expand their operations. The order book has grown from an average of ~37 vessels between 1996 and 2016, to 90 vessels in February 2018. As the order intake has accelerated, shipyard capacity has been filled up, representing a key challenge for the industry.

Cruise ship orders (left) and Cruise order book (right)

Source: Clarksons (contingent on access to Clarksons Shipping Intelligence Network)

The RoRo market has also performed well recently, with rates down slightly y-o-y, but still high from an historical perspective. Several years of fleet decline prior to 2015 and limited subsequent expansion have helped to rebalance the market, with fleet utilisation reportedly high.

RoRo ship orders (left) and RoRo 1Y TC rates (right)

Source: Clarksons (contingent on access to Clarksons Shipping Intelligence Network)

7.3 Merchant shipping industry

TTS delivers solutions to container ships, tankers and bulk carriers, and is affected by the development in these segments.

As can be seen from the graph below, depicting the development in the average tanker earnings, the tanker market weakened significantly in 2017. This was driven largely by the impact of two consecutive years of robust fleet growth.

The bulk carrier market conditions showed clear improvement in 2017, compared to the depressed market environment seen in recent years, reflecting stronger expansion in iron ore, coal, grain and minor bulk trade.

The container segment improved slightly in 2017, but rates are still at historically low levels.

Clarksons Average Tanker Earnings per vessel type

Recent years have seen very low levels of new orders in all the three segments, with total new orders down ~80% from peak in 2007.

Source: Clarksons (contingent on access to Clarksons Shipping Intelligence Network)

Oil tankers, bulk carriers and container ship orders

Source: Clarksons (contingent on access to Clarksons Shipping Intelligence Network)

7.4 Offshore industry

The offshore industry is also one of TTS' key markets.

The offshore order intake kept up fairly well in the period following the financial crisis compared to the other main segments of the shipbuilding industry. However, the order intake took a major hit after the oil price collapse in 2014, resulting in record low order intake in 2016 and 2017.

Offshore order intake

Source: Clarksons (contingent on access to Clarksons Shipping Intelligence Network)

As shown in the chart below, E&P spending is closely related to the oil price, and the oil price development going forward will thus be decisive for the development in the offshore segment.

There is a significant overcapacity in the OSV market and more than 1,000 vessels are currently laid up. The overcapacity has resulted in record low rates and activity, with utilization currently below 50%, illustrated in the graph below.

Historical development in E&P spending and Brent (left) and OSV fleet and utilization (right)

Source: Pareto Securities Equity Research (contingent on access to Pareto Securities Equity Research)

7.5 Port and terminals industry

The last large factor impacting TTS's development is the Port and Terminals market. Global shipping volumes drive the demand for port equipment, which has shown continuous growth the last decades, below represented by the container fleet capacity. The increasing port utilization around the world has driven the demand for more effective handling systems.

Source: Statista https://www.statista.com/statistics/264010/capacity-trends-of-global-container-fleet-by-2013/

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 (IFRS) as adopted by the EU. The IFRS principles have been applied consistently for 2017, 2016, 2015 and 2014.

Please see Section 11.4 (Incorporated by Reference) in this Information Memorandum for link to the Company's significant accounting policies.

8.2 Selected financial information

The selected historical consolidated financial information for the Company set forth in this Section has been derived from the Company's audited group financial statements for the financial years 2016, 2015 and 2014, and the unaudited quarterly reports for 4Q 2017 and 4Q 2016. The tables should be read in conjunction with the financial statements as incorporated by reference in this Information Memorandum (see Section 11.4 "Incorporated by reference").

These financial statements have been prepared in accordance with IFRS and the Company`s accounting principles may be found in the related Annual Reports.

TTS GROUP
(NOK 1 000)	Unaudited	Unaudited		Unaudited Unaudited	Unaudited	Unaudited	Audited	Audited	Audited
CONTINUED OPERATIONS	31.12.17	31.12.16	4Q 2017	4Q 2016	4Q 2017			4Q 2016 31.12.2016 31.12.2015	42 004
Revenue from projects	211 038	202 339	50873	45 0 24	541520			759 028 3 086 706 3 051 243 2 453 658
			50873	45 0 24	50873	50 873
Total operating revenue	211 038	202 339	50873	45 0 24	541 520	759 028		3 086 706 3 051 243	2453658
Raw materials and consumables used	137 196	126 283	35 110	26 500	341 347	471683		1955 972 1939 679	1419801
Other operating costs	63 327	90 0 22	8079	19 304	197 618	271371		999 732 1072 468	942 968
Result from JV ( - is income)					4765	2561	60872	$-115889$	$-14325$
EBITDA	10516	$-13966$	7684	$-780$	$-2210$	13413	70 130	154 984	105 215
Depreciation	1680	1659	415	407	10 083	9 1 5 9	43 4 44	58 134	43766
Other impairments				ä,	1590	98 648	98 647	64 843
Operating profit	8835	$-15625$	7 2 6 9	$-1187$	$-13882$	$-94394$	$-71961$	32 007	61 449
Financial income	4676	12860	$-388$	$-1174$	111 895	15 3 54	48 4 15	38 442	98 173
Financial expense	9 2 8 4	14 29 6	$-1258$	2680	115 725	10 20 7	73 141	85771	136 361
Net finance	-4 608	$-1436$	870	$-3854$	$-3831$	5 1 4 7	$-24726$	-47 329	$-38188$
Profit/loss before tax	4 2 2 8	$-17061$	8 1 3 9	$-5041$	$-17713$	$-89247$	$-96687$	$-15322$	23 261
Tax	$-3970$	$-3390$	$-14073$	$-7207$	$-12843$	$-1872$	30 385	24 841	45 0 79
Profit/loss from continued operations	8 1 9 7	$-13671$	22 212	2 166	-4870	$-87375$	$-127072$	-40 163	$-21819$
Net result divested business									39 562
DISCONTINUED OPERATIONS
Profit/loss from discontinued operations	$-26330$	$-113401$	$-27082$	$-131008$				ä,
Profit/loss for the period	$-18132$	$-127072$	-4870	$-128842$				ä,
Attributable to equity holders of the company	$-33540$	$-120854$	$-4523$	$-116377$	$-4523$	$-96350$	$-120854$	$-48674$	NA
Attributable to non-controlling interests	15 4 08	$-6218$	$-347$	$-12465$	$-347$	8976	$-6218$	8511	NA
NET RESULT FOR THE YEAR
Net result for the period	$-18132$	$-127072$	$-4870$	$-128842$	$-4870$	$-87375$	$-127072$	$-40163$	17743
Actuarial gain/loss on defined pension benefit plan									$-30700$
Currency effects	20 490	$-58680$	37848	33 963	37848	33719	$-58680$	102 983	55 289
Total comprehensive income	2 3 5 8	$-185752$	32978	$-94879$	32978	$-53656$	$-185752$	62820	42 3 32
Attributable to equity holders of the company	$-16421$	$-162044$	28 2 22	$-95814$	28 2 22	$-77304$	$-162044$	23 2 29	NA
Attributable to non-controlling interests	18779	$-23708$	4756	934	4756	23 648	$-23708$	39 592	NA
Earnings per share (NOK)	$-0.39$	$-1.40$	$-0.05$	$-1.35$	$-0.05$	$-1.11$	$-1.40$	$-0.56$	$-0.25$
Diluted earnings per share (NOK)*	$-0.39$	$-1,40$	$-0.05$	$-1.35$	$-0.05$	$-1,11$	$-1.40$	$-0.56$	$-0.25$
Earnings per share - Continued operations (NOK)	0.09	$-0.16$	0,26	0.03
Diluted earnings per share - Continued operations (NC	0,08	$-0,16$	0,21	0,03
Weighted-average number of ordinary shares (Basic)	86 493	86 493	86 493	86 493	86 493	86 493	86 493	86 493	86 493
Weighted-average number of ordinary shares (Diluted)	105 592	86 493	106 545	86 493	106 545	86 493	86 493	86 493	86 493

8.2.1 Consolidated statement of comprehensive income

(NOK 1 000) Unaudited Audited Audited Audited 31.12.17 31.12.16 31.12.2015 31.12.2014 Intangible assets 25 319 709 762 886 850 663 535 Tangible assets 7 322 94 338 134 521 160 897 Financial assets - 29 160 84 975 102 582 Assets available for sale - - - - Total fixed assets 32 641 833 260 1 106 346 927 014 - - Inventories 636 229 034 414 157 189 264 Total receivables 92 587 937 148 1 091 790 1 164 597 Bank deposits/cash 261 843 175 784 413 210 130 602 Assets held for sale 1 940 777 - - - Total current assets 2 295 843 1 341 966 1 919 157 1 484 463 Total assets 2 328 483 2 175 226 3 025 503 2 411 477 Share capital 9 527 9 527 9 527 9 530 Other equity 446 551 462 410 624 981 600 832 Non-controlling interests 151 382 144 489 220 059 - Total equity 607 460 616 426 854 566 610 362 Provisions - 46 350 51 581 31 740 Long term interest bearing debt - 271 750 - 88 143 Long term liabilities - 318 100 51 581 119 883 Current interest bearing debt 339 845 198 307 522 812 297 764 Current liabilities 129 936 1 042 393 1 596 545 1 383 468 Liabilities held for sale 1 251 241 - - - Total current liabilities 1 721 023 1 240 700 2 119 357 1 681 232 Total liabilities 1 721 023 1 558 800 2 170 938 1 801 115 Total equity and liabilities 2 328 483 2 175 226 3 025 503 2 411 477

8.2.3 Significant changes to TTS' financial or trading positions since 31 December 2017

One tranche of MNOK 1 for the convertible bond loan has been converted to shares in February 2018. TTS Group ASA has entered into new contracts for MNOK 158 during the month of January 2018 of which MNOK 2 was related to BUSYS (Syncrolift), and MNOK 156 to discontinued business.

Other than the above and the signing of the agreement for the Transaction, there have been no significant changes to the Group's financial or trading positions since 31 December 2017.

8.3 Independent auditor

TTS GROUP

The Group's auditor is KPMG AS ("KPMG"), represented by state authorized public accountants who are members of Den Norske Revisorforeningen (The Norwegian Institute of Public Accountants). KPMG's organisation number is 935 174 627 and its address is Kanalveien 11, 5068 Bergen.

The annual financial statements for the Group incorporated by reference hereto have been audited by KPMG. KPMG has issued an audit report on these financial statements without any qualifications or disclaimers. KPMG has not audited or produced any report on other information provided in this Information Memorandum.

9 CAPITAL RESOURCES

9.1 Funding and treasury policies

The Group's sources of cash are currently operations, investments and financing.

The cash position of the Group was MNOK 236 as at 31 December 2017 as compared to MNOK 176 as per 31 December 2016. Further details are included in the 4Q 2017 interim report, incorporated by reference to this Information Memorandum, see Section 11.4.

The Group's financial objective is to have sufficient cash reserves or credit lines to be able to, at any time, finance operations and investments throughout the year in accordance with the Group's strategy plan. The Group's bond loan expires on 18 January 2019 (see Section 9.2.1 for details). The Group has guarantee and overdraft facilities with Nordea and DNB which mature on 1 January 2019 (see Section 9.2.2 for details). The debt is classified as short term due to one approval condition for the Transaction which states that the outstanding balances on the bond loan and bank debt will be repaid in full at the time of the closing of the Transaction. After completed sale of the TTS Business, the Group's principal sources of funds for its liquidity needs will be cash flows from the operations of the Syncrolift business. The Group's main uses of funds will be new investments and operating expenses.

The Group is exposed to credit, liquidity and currency related risks and has adopted an active approach to managing risks in the financial market. The aim of the Group's financial strategy is to be sufficiently robust to withstand adverse conditions.

Credit risks represent potential financial losses stemming from contractual partners' failure to fulfil their contractual obligations. Developments in the global economy in general and in the marine and offshore businesses specifically have historically resulted in only modest losses on payments from customers. However, with the understanding that substantial credit risks can be present, the Group has taken measures to limit these risks through evaluating the financial strength of its contract partners, restricting credit and utilizing mechanisms to secure payments, such as letters of credit. The Group works continuously to limit its exposure to credit risks.

The liquidity risk is the risk that the Group may be unable to meet short-term financial demands and fulfil its obligations as they fall due. To reduce this risk, the Group operates a cash pool arrangement involving the majority of the enterprises within the Group. The purpose is to optimize Group cash flow, and the arrangement includes the Group's overdraft facilities. In total, this pool set-up enables optimal cash flow control on Group level. On a monthly basis, the Group prepares a 12-month cash forecast to predict liquidity requirements.

As for currency risks, the Group's policy is to hedge all significant currency contracts. The currency hedging is performed on firm contracts for sale or purchase in currencies other than the functional currency of the TTS unit entering into the contract. These hedging contracts qualify as hedging of firm commitments in accordance with IAS39. Furthermore, the Group is exposed to the currency effects of the Group's net investments in foreign subsidiaries and joint controlled entities.

9.2 Debt overview

9.2.1 The Bond Loan

The Company entered into an MNOK 200 convertible callable unsecured bond loan agreement on 17 January 2011 (the "Bond Loan").

On 22 March 2017, the bondholders agreed to an extension of the loan until 18 January 2019. The Company's General Assembly approved the extension on 30 March 2017. The amendments mainly involved a 21 month extension of the maturity date from 18 April 2017 to 18 January 2019 and a change of fixed coupon rate from 12 % to 10 % p.a. Changes also included minor amendments to conversion and redemption provisions and a repayment of MNOK 2 to a bondholder. Terms and conditions in the renewed agreement have been evaluated according to IAS 39. Based on the evaluation, the renewed agreement is considered a prolonging of the prior bond debt agreement.

There has been no execution related to the convertible subordinated bond facility during 2017. The conversion price of the convertible bond loan is unchanged from 4Q 2015 at 4.97/share. After the partial repayment to a bondholder at 28 March 2017, the nominal value of the bond debt is MNOK 93, giving the right to 18,781,690 shares upon full conversion.

With a conversion price per share of NOK 4.97, the Company expects that some or all bondholders will convert their bonds into shares in the Company. To that extent, and considering that the bank loans shall also be fully settled by closing of the Transaction, see Section 9.1, the Group will have no interest bearing debt.

The Bond Loan agreement contains customary information covenants, but no financial covenants. The Company is not in breach nor does it expect to be in breach of any of these covenants.

9.2.2 Bank loans

Overview

On 19 December 2016, the Company entered into an agreement with Nordea and DNB on new financing agreements for credit and guarantee facilities, which represented an extension of the agreements the Company had at the beginning of the prior fiscal year. The extended agreements expire on 1 January 2019.

The facilities consist of the following:

• MNOK 173, term loan facility (DNB)
• MNOK 100, term loan facility (Nordea)
• MNOK 200, multi-currency overdraft facility (Nordea)
• MNOK 600, guarantee facility (Nordea MNOK 465, DNB MNOK 135)

At the end of 4Q 2017, the Group had drawn MNOK 159 of the term loan facility with DNB and MNOK 156 of the term loan and overdrafts facilities with Nordea. These loans were classified as short-term debt as per 31 December 2017.

TTS Korea has a separate MNOK 31 credit facility with Kookmin Bank in Korea under which MNOK 28 was drawn as per 31 December 2017. The facility is allocated as short-term debt.

Maturity

The DNB and Nordea loans are short term loan which fall due in their entirety on the earlier of the date of closing of the Transaction and 1 January 2019. Prior thereto, the following instalments are payable:

	4Q-17	1Q-18	2Q-18	3Q-18	4Q-18
NIBD	31.12.2017	31.03.2018	30.06.2018	30.09.2018	31.12.2018
Downpayment*		-12,5	-12,5	-12,5	-12,5
DNB	159,0	152,8	146,5	140,3	134,0
Nordea	87,5	81,3	75,0	68,8	62,5
Total	246,5	234,0	221,5	209,0	196,5

*Downpayment split equally between DNB and Nordea

Financial covenants

Debt covenants under the DNB and Nordea facilities are the following in 2018:

NIBD/EBITA* maximum:	3.0
Equity*** minimum:	25 %
Minimum liquidity reserve:	MNOK 50

* NIBD = Net interest bearing debt, excluding subordinated convertible bond loan, and including 50 % of cash from 50 % owned companies

** EBITDA from 100 % owned companies + 50 % of EBITDA from 50 % owned companies, adjusted for onetime effects, including impairment, restructuring, gains from sale of businesses and changes of accounting regulations

*** Equity, including subordinated convertible bond loan

At the end of 4Q 2017 the Group met the set covenants and expects to continue to do so in the future.

9.2.3 Financial ratios

The 2016 financial statements includes a comprehensive overview of key figures and financial ratios. The Group will on a going forward basis be financed with equity and cash flow from operations until such time that the capital requirements changes, at which time the Group will access the capital markets for equity and debt in order to ensure that the Group is adequately financed.

The table below shows the liquidity and debt to equity ratio based on the restated financial numbers in accordance with IFRS 5 for the continued business.

Ratio	2017	2016
Liquidity ratio	1.33	1.08
Debt/Equity Ratio Excl Convertible Bond	26.1 %	28.3 %
Debt/Equity Ratio Incl Convertible Bond	30.1 %	32.7 %

Interest cover ratio has not been included as the Group going forward is planned to be debt free. The historical interest cover ratio does not provide a good measure of the Company's ability to cover its financial obligations due to the large losses incurred, resulting in pre-tax losses.

9.3 Restrictions on the use of capital

The external financing arrangements of the Company impose certain restrictions with respect to the use of capital. These restrictions are regulated by the financing agreements with Nordea and DNB and the bondholder agreement. The restrictions are typically related to pledges on assets, repayment of debt and restrictions on dividends. The restrictions do not have any material impact on the Company's operations.

9.4 Working capital statement

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

10 UNAUDITED PRO FORMA FINANCIAL INFORMATION

As a consequence of the announced sale of assets in connection with the Transaction, the Company presented the financial tables for 4Q 2017/Full Year 2017 in accordance with IFRS 5, Assets held for sale. This means that the financial information represents the continued business of the Group (after completion of the Transaction) with detailed numbers, while an overview is presented of the business held for sale. The 4Q 2017 contains comparable figures for the fourth quarter and full year 2016. This means that the report covers all relevant periods for which pro forma financial information is required. The income statement, balance sheet and cash flow statement of the Company therefore represent continuing operations in an accurate manner.

The Company's unaudited interim report of 4Q 2017 is incorporated by reference in this Information Memorandum (see Section 11.4 "Incorporated by reference").

On the basis of Oslo Børs' Continuing Obligations for stock exchange listed companies, section 3.5.1 (5), and with reference to the Financial Supervisory Authority of Norway's guidance on historical financial information and pro forma financial information in share prospectuses, section 5.2, Oslo Børs has the authority to grant and has granted a 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.

The Oslo Stock Exchange 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 the Company, as the 4Q 2017 unaudited interim report which was released prior to the publication of this Information Memorandum provides a sufficient picture of the continuing business of the Company following the completion of the Transaction and to a sufficient extent covers the information that would have been provided as pro forma financial information.

11 ADDITIONAL INFORMATION

11.1 Cautionary note regarding forward-looking statements

This Information Memorandum contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.

In some cases, forward-looking statements can be identified by terminology such as "may", "will", "could", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. In evaluating these statements, prospective investors should specifically consider various factors, including the risks outlined in the Risk Factors Section above. These factors may cause actual results to differ materially from any forward-looking statement. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievement.

Except as required by law, the Company undertakes no obligation to update publicly any forwardlooking statements for any reason after the date of this Information Memorandum to conform these statements to actual results or to changes in the Company's expectations or publicly release the result of any revisions to these forward-looking statements which the Company may make to reflect events or circumstances after the date of this Information Memorandum or to reflect the occurrence of unanticipated events. Investors are advised, however, to consult any further public disclosures made by the Company, such as filings made with Oslo Børs or press releases.

11.2 Third party information

In certain Sections of this Information Memorandum information sourced from third parties has been reproduced. In such cases, the source of the information has been identified. Such third party information has been accurately reproduced. As far as the Company is aware, and is able to ascertain from information published by the relevant third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

11.3 Documents on display

For the life of this Information Memorandum following documents (or copies thereof) may be inspected at www.ttsgroup.com or at the Company's business address:

• (i) The Memorandum and Articles of Association of the Company;
• (ii) Audited historical financial information for the Company's and its subsidiaries' annual accounts for 2016, 2015 and 2014 and unaudited interim report for last quarter ended 31 December 2017; and
• (iii) stock exchange notices, including quarterly reports, distributed by the Company through Oslo Børs' information system, as well as all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuer's request any part of which is included or referred to in the registration document.

11.4 Incorporated by reference

Oslo Børs' Continuing Obligations for Listed Companies allow the Company 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 TTS Group as of and for the years ended 31 December 2016, 2015 and 2014, prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"), and the auditor's reports in respect of the Annual Financial Statements, have been incorporated as a part of this Information Memorandum. The same applies to TTS' accounting principles, and the interim report of Q4 2017. Accordingly, this Information Memorandum is to be read in conjunction with these documents.

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.

Section in	Disclosure	Reference document and link	Page (P) in
Information	requirements of		reference
Memorandum	the Information		document
	Memorandum
Section 8	Audited historical	TTS Group ASA –financial statements 2016:	P29-P33
	financial information (Annex 1, Section 20.1)	http://www.ttsgroup.com/Global/Annual%20reports/TTS_annual_report_2016_pa ges.pdf	P53- P115
		TTS Group ASA –financial statements 2015:	P41-P131
		http://www.ttsgroup.com/Global/Annual%20reports/2015_TTS_Annual_Report_ Web_EN_2.pdf
		TTS Group ASA –financial statements 2014: http://www.ttsgroup.com/Global/Annual%20reports/2014_TTS_Annual_Report_ EN_web.pdf	P55-P143
Section 8	Audit Report (Annex I, Section 20.4.1)	TTS Group ASA – Auditor's report 2016: http://www.ttsgroup.com/Global/Annual%20reports/TTS_annual_report_2016_pa ges.pdf	P116-P122
		TTS Group ASA – Auditor's report 2015: http://www.ttsgroup.com/Global/Annual%20reports/2015_TTS_Annual_Report_ Web_EN_2.pdf	P132-P133
		TTS Group ASA – Auditor's report 2014: http://www.ttsgroup.com/Global/Annual%20reports/2014_TTS_Annual_Report_ EN_web.pdf	P144-P145
Section 8	Accounting Policies (Annex I, Section 20.1)	TTS Group ASA - Accounting principles: http://www.ttsgroup.com/Global/Annual%20reports/TTS_annual_report_2016_pa ges.pdf	P35-P51

Section 8	Interim Financial	TTS Group ASA – Fourth quarter interim report 2017,	P3-P23
Section 9	information reported in accordance with IFRS 5 (Annex I, Section 20.6.1) (Annex I, section 20.2 (2))	with comparable figures for the same period in 2016: http://www.ttsgroup.com/Global/Interim%20reporting/Interim%20report_4Q_201 7.pdf

12 DEFINITIONS

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

Agreement:	th of Agreement for the sale and purchase of the TTS Business dated 8
	February 2018 and entered into by and between TTS Group ASA (as
	Seller), and the Purchasers.
Bond Loan:………………….	MNOK 200 convertible callable unsecured bond loan agreement on 17
	January 2011 as further described in Section 9.2.1
Company:	TTS Group ASA
IFRS:	International Financial Reporting Standards.
Information Memorandum:	This Information Memorandum dated 21 March 2018 prepared in
	connection with the Transaction.
Manager:	Pareto Securities AS.
NOK:	Norwegian Kroner, the lawful currency of the Kingdom of Norway.
Norwegian Public Limited	The Norwegian Public Limited Companies Act of 13 June 1997 no. 45
Companies Act:	("Allmennaksjeloven").
Norwegian Securities Trading	The Securities Trading Act of 29 June 2007 no. 75
Act:	("Verdipapirhandelloven").
Oslo Børs:	Oslo Børs ASA (translated "the Oslo Stock Exchange").
Purchasers:	Cargotec Oyj and certain entities within the MacGregor group, a part of
	the Cargotec group.
Share(s):	"Shares" means common shares in the capital of TTS Group ASA and
	"Share" means any one of them.
Target Companies………	Norlift AS, Hydralift Marine AS, TTS Offshore Solutions AS, TTS
	Marine Shanghai Co Ltd, TTS Cranes Norway AS, TTS Singapore Pte.
	Ltd, TTS Greece Ltd, TTS Poland Sp. Z.o.o, TTS Marine AB, TTS
	Marine AS, TTS NMF GmbH, and TTS Bohai Machinery Co. Ltd.
Transaction:	TTS Group ASA's divestment of its TTS Business to the Purchasers to be
	carried out by way of sale of all the shares in the Target Companies, as
	well as sale of the Assets
TTS Business:……………….	The business of the Target Companies and its subsidiaries, comprising
	the Group's business divisions of (i)Roro, Cruise, Navy, (ii)Container,
	Bulk, Tank, (iii) Offshore, (iv)Multipurpose, General Cargo, (v)
	Services, including the Assets comprised by the Transaction.
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.

TTS Group ASA

Folke Bernadottes vei 38 Postboks 3577 Fyllingsdalen NO 5845 Bergen Norway Phone: +47 55 94 74 00 Fax: +47 55 94 74 01 www.ttsgroup.com

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.pareto.no