NRC Group — AGM Information 2015

Aug 10, 2015

MINUTES FROM

AN EXTRAORDINARY GENERAL MEETING

OF NRC GROUP ASA

An Extraordinary General Meeting of NRC Group ASA was held from 12:00 noon on 10th of August 2015 in the company's offices, 5th floor, Drammensveien 165, 0277 Oslo

The General Meeting was opened by the Chairman of the Board, Trygve Bruland.

An overview was made of the represented shares. The overview showed that 11 919 551 out of a total of 22 239 533 outstanding shares were represented, out of which 9 906 517 in person and 2 013 034 by proxy, i.e. in aggregate 53,6% of the outstanding shares in the company. No remarks were made to the account of represented shares.

The following items were on the agenda:

Election of a chairperson for the meeting $\overline{1}$ .

Trygye Bruland was unanimously elected as chairman of the meeting.

Approval of the notice of the meeting $\overline{2}$ .

No remarks were made to the notice and this was consequently unanimously approved.

Election of representative to sign the minutes jointly with the chairperson $\mathcal{F}$

Audun Bonkall was unanimously elected to sign the minutes jointly with the chairperson.

Share capital increase in connection with private placement $\overline{4}$ .

The General Meeting passed the following resolution to increase the share capital of the company:

• 1. The Company's share capital shall be increased with NOK 3, 111, 111, through issue of $3.111.111$ new shares.
• 1. The new shares shall each have nominal value of NOK 1.
• 1. The subscription price for the new shares shall be NOK 27 per share.
• 1. The new shares shall be subscribed by such persons and in such numbers that are set out in Appendix 1 to the minutes.
• 1. Existing shareholders' preferential rights to subscribe for new shares are waived.
• 1. Subscriptions shall be made on a separate subscription form no later than one week following the date of the general meeting.
• 1. The subscription amount shall be settled by cash payment to a separate share contribution account with the company no later one week following the date of the general meeting.

• The shares give full rights, including rights to dividends, from and including the date of 8. registration of the capital increase in the Register of Business Enterprises.

• 1. The expenses related to the share capital increase are estimated to amount to approximately NOK 4,500,000,-
• 1. Article 4 of the Articles of Association is amended as follows:

"The Company's share capital is NOK 25,747,096 divided into 25,747,096 shares, each with nominal value NOK 1."

The resolution was passed with 11 919 551 votes in favour and 0 votes against.

Authorisation to increase the share capital in a subsequent offering $5₁$

The General Meeting passed the following resolution to authorise the Board of Directors to increase the share capital of the company:

• 1. The company's Board of Directors is authorised to increase the company's share capital with up to NOK 370,370, through issue of up to 370,370 new shares.
• 1. The new shares shall each have nominal value of NOK 1.
• 1. The subscription price for the new shares shall be NOK 27 per share.
• 1. The existing shareholders' preferential rights to subscribe for new shares may be waived by the Board of Directors.
• 1. The authorisation only applies to share capital increases against contribution in cash.
• 1. The authorisation is valid until 31 December 2015.

The resolution was passed with 11 919 551 votes in favour and 0 votes against.

Authorisation to increase the share capital by issuance of consideration shares 6.

The General Meeting passed the following resolution to authorise the Board of Directors to increase the share capital of the company:

• 1. The company's Board of Directors is authorised to increase the company's share capital with up to NOK 1,800,000, through issue of up to 1,800,000 new shares.
• 1. The new shares shall each have nominal value of NOK 1.
• 1. The Board of Directors determines the subscription price for the new shares based on the principles set out in the final agreements with the sellers of Litz Entreprenad AB and Elektrobyggnad AB.
• 1. The existing shareholders' preferential rights to subscribe for new shares may be waived by the Board of Directors.
• 1. The authorisation applies to share capital increases against contributions in kind.
• 6 The authorisation is valid until 31 December 2015.

The resolution was passed with 11 919 551 votes in favour and 0 votes against.

Authorisation to increase the share capital by the issuance of new shares $7.$

The General Meeting passed the following resolution to authorise the Board of Directors to increase the share capital of the company:

• The Board of Directors shall be granted the authorisation to increase the share capital by a $\overline{L}$ maximum of NOK 2,800,000. The subscription price and other subscription terms will be determined by the Board of Directors.
• The capital increase may be paid in cash, by set-off or by contributions in assets other $2.$ than money. The authorisation includes the right to incur special obligations on behalf of the company, cf. Section 10-2 of the Public Limited Liability Companies Act.
• The shareholders' pre-emptive rights pursuant to Sections 10-4, cf. Section 10-5, for $3_l$ capital increases may be waived as determined by the Board of Directors.
• The authorisation shall encompass merger decisions, cf. Section 13-5 of the Public Limited $\overline{4}$ . Liability Companies Act.
• The authorisation is valid until the Annual General Meeting in the spring of 2016, but no $5₁$ $later than 30. June 2016.$
• The authorisation replaces the general authorisation to increase the share capital resolved 6. on 28 May 2015.

The resolution was passed with 11 919 551 votes in favour and 0 votes against.

Changes to the Company's Board of Directors $\mathbf{R}$

The General Meeting elected the following new Board of Directors of the company with effect from 12 August 2015:

• Kristian Lundkvist, Chairman
• Brita Eilertsen
• Lars André Gjerdrum
• Kiersti Kanne
• Harald Arnet

The resolution was passed with 11 919 551 votes in favour and 0 votes against.

* * * * *

No further items were on the agenda and the General Meeting was adjourned.

Oslo, 10 August 2015

[signatures only on Norwegian version]

Trygve Bruland Møteleder

Audun Bondkall Elected to co-ign

APPENDIX 1

Overview of subscribers and number of shares under agenda item 4

Datum AS Joel Skönvall Invest AS Progema AB JSDN Holding AB

2,000,000 shares 555,555 shares 277,778 shares 277,778 shares