NRC Group — AGM Information 2018

Mar 27, 2018

TO THE SHAREHOLDERS OF NRC GROUP ASA

NOTICE OF ANNUAL GENERAL MEETING

The Board of Directors hereby gives notice of the Annual General Meeting of NRC Group ASA

at 10:00 a.m. on Thursday 19 April 2018 in the company's offices, Lysaker Torg 15, 1366 Lysaker.

The Chairman of the Board, Helge Midttun, will open the General Meeting.

The following items are on the agenda:

• 1. Election of a chairperson for the meeting
• 2. Approval of the notice of the meeting
• 3. Election of a representative to sign the minutes together with the chairperson

4. Approval of annual accounts and annual report for the parent company and the group

The Board of Directors proposes that the annual accounts and the annual report for the parent company and the group are approved and it is proposed that dividend of NOK 1.75 per share owned in the company on 19 April 2018 is paid. Dividend payments exceeding net profit of the year is covered by transfer from share premium.

For Norwegian tax purposes, the dividend shall be considered as repayment of paid in capital.

As part of the approval of the annual accounts, the company's statement on corporate governance will also be addressed.

5. Approval of fees to the auditor

The Board of Directors will propose that fees to the auditor are covered in accordance with invoiced amounts.

6. Election of the Board of Directors

The company's Nomination Committee proposes that the following board members are reelected:

• Helge Midttun (chairman)
• Brita Eilertsen
• Kjersti Kanne
• Harald Arnet

Further, the Nomination Committee proposes that one new board member is elected. Once ready, the Nomination Committee's recommendation with information on the new board member will be published on the company's website www.nrcgroup.com and through a stock exchange notice.

7. Determination of remuneration to the Board of Directors and remuneration to board committees

7.1 Remuneration to the Board of Directors

The company's Nomination Committee proposes in their recommendation NOK 500,000 in remuneration to the chairman and NOK 250,000 to the board members for the period from the Annual General Meeting in 2017 until the Annual General Meeting in 2018.

7.2 Remuneration to the Audit Committee

The company's Nomination Committee proposes in their recommendation that the chairman of the Audit Committee is remunerated with NOK 75,000 and NOK 50,000 to the other members of the Audit Committee for the period from the Annual General Meeting in 2017 until the Annual General Meeting in 2018.

7.3 Remuneration to the Compensation Committee

The company's Nomination Committee proposes in their recommendation that the chairman of the Compensation Committee is remunerated with NOK 25,000 and NOK 15,000 to the other members of the Compensation Committee for the period from the Annual General Meeting in 2017 until the Annual General Meeting in 2018.

7.4 Remuneration to the Project Committee

The company's Nomination Committee proposes in their recommendation that the chairman of the Project Committee is remunerated with NOK 25,000 and NOK 15,000 to the other members of the Project Committee for the period from the Annual General Meeting in 2017 until the Annual General Meeting in 2018.

8. Election of Nomination Committee

The company's Nomination Committee proposes in their recommendation that the current members of the Nomination Committee are re-elected:

• Kristian Lundkvist (chairman)
• Albert Collett
• Vegard Urnes

9. Determination of remuneration to the Nomination Committee

The company's Nomination Committee proposes that the members of the Nomination Committee receives remuneration in the amount of NOK 40,000 for the committee chairman and NOK 20,000 to other members of the committee for the

period from the Annual General Meeting in 2017 until the Annual General Meeting in 2018.

10. Treatment of the Board of Directors' statement on the determination of salary and other remuneration to senior management pursuant to Section 6-16a of the Public Limited Companies Act, as well as expansion of option program

In accordance with section 6-16a of the Norwegian Public Limited Companies Act, the General Meeting shall consider the Board of Directors' statement on salary and other remuneration to senior management. The Board of Directors' statement is included as Note 6 in the group annual accounts and is available at the company's website www.nrcgroup.com.

The Board of Directors' statement is presented for a consultative vote, except for the part of the statement regarding guidelines for share-based remuneration or remuneration linked to the development of the share price in the company, including share options etc., which is presented for approval from the general meeting.

11. Authorisation to increase the share capital in connection with an option program for key employees

At the company's Annual General Meeting on 3 May 2017, the General Meeting approved an option program for management comprising in total 900,000 shares over two years. The Board of Directors proposes that the General Meeting approves a new option program for other key employees in the company to comprise in total 400,000 shares over two years, with the following board authorisation to issue shares:

• a) The Board of Directors is granted an authorization to increase the share capital by up to NOK 400,000. The subscription price and other subscription terms are determined by the Board of Directors.
• b) The authorization only applies to issuances of shares against payment in cash.
• c) The authorization may only be used for issuances of shares in order to fulfil the company's obligations pursuant to the option program for key employees.
• d) The shareholders' preferential rights pursuant to section 10-4 of the Norwegian Public Limited Companies Act may be waived by the Board of Directors, cf section 10-5 of the Norwegian Public Limited Companies Act.
• e) The authorization is valid until 19 April 2020.

12. Authorisation to acquire treasury shares

Pursuant to sections 9-2 et seq. of the Norwegian Public Limited Companies Act, the company may, on further specified terms, acquire treasury shares within a maximum limit of 10% of the share capital. Such acquisition can only take place if the General Meeting, with a majority as for amendments to the Articles of Association,

has granted the Board of Directors an authorisation to do so, and such authorisation has been registered in the Norwegian Register of Business Enterprises.

Such authorisation was granted at the company's Annual General Meeting held on 3 May 2017.

The Board of Directors proposes that the General Meeting extend the current authorisation to acquire treasury shares, however adjusted to reflect 10% of the new number of shares in the company, through the following resolution:

"The General Meeting grants the Board of Directors an authorisation to acquire sharesin NRC Group ASA for up to a maximum nominal value of NOK 4,232,784.00. The Board of Directors' acquisition of shares pursuant to the authorisation can only take place between a minimum price of NOK 1 and a highest price of NOK 100 per share. The authorisation applies from registration in the Norwegian Register of Business Enterprises and up until the Annual General Meeting in the spring of 2019, but not later than 30 June 2019. Acquisitions and disposals of treasury shares can take place in the manner found appropriate by the Board of Directors."

As of 27 March 2018, the company holds 405,372 treasury shares, equal to approximately 0.96% of the total number of outstanding shares.

13. Authorisation to increase the share capital in connection with issuance of new shares

At the company's Annual General Meeting held on 3 May 2017, the Board of Directors was granted an authorisation to increase the company's share capital within a maximum limit of approximately 20% of the share capital. The object of the authorisation is to give the Board of Directors financial flexibility in connection with any acquisitions or similar transactions, share issuances pursuant to bonus programs for employees, and to be able to strengthen the company's equity in general.

In order to exercise the authorisation in the best possible manner commercially, it may be relevant in certain situations to make a private offering of shares to certain named persons and/or enterprises. The Board of Directors therefore requests that the authorisation provides the possibility to waive the shareholders' pre-emptive rights.

Based on the above, the Board of Directors proposes that the General Meeting renews the

Authorisation, however adjusted to reflect 20% of the new amount of shares in the company, through the following resolution:

• a) The Board of Directors shall be granted an authorisation to increase the share capital by a maximum of NOK 8,465,568. The subscription price and other subscription terms is determined by the Board of Directors.
• b) The capital increase may be paid in cash, by set-off or by contributions in assets other than money. The authorisation includes the right to incur special

obligations on behalf of the company, cf Section 10-2 of the Norwegian Public Limited Companies Act.

• c) The shareholders' pre-emptive rights pursuant to Section 10-4 of the Norwegian Public Limited Companies Act may be waived by the Board of Directors, cf Section 10-5 of the Norwegian Public Limited Companies Act
• d) The authorisation shall include decisions on merger, cf Section 13-5 of the Norwegian Public Limited Companies Act.
• e) The authorisation is valid from registration with the Register of Business Enterprises until the Annual General Meeting in the spring of 2019, but not later than 30 June 2019, and includes the right to change the company's Articles of Association in connection with the share capital increase.

The Company's registered share capital is NOK 42,327,848.00 divided into 42,327,848 shares, each with a par value of NOK 1.00. The company holds 405,372 treasury shares. Voting rights cannot be exercised for the company's treasury shares and treasury shares do not count when a decision requires the consent of a certain portion of the share capital, cf Section 5-4 of the Norwegian Public Limited Companies Act. Each share carries one vote at the company's general meetings. Shareholders are entitled to vote for the number of shares they own, provided they have been entered in the register of shareholders by the fifth working day prior to the General Meeting (registration date). The shareholders have the following rights in connection with the General Meeting:

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• Right to attend the General Meeting, either in person or by proxy.
• Right to speak at the General Meeting
• Right to be accompanied by an advisor and give him/her the right to speak
• Right to demand information from board members and the Managing Director in accordance with the detailed provisions of Section 5-15 of the Norwegian Public Limited Companies Act.
• Right to consideration of items at the General Meeting that they have reported in writing to the Board of Directors far enough in advance so that they can be included in the notice of the meeting. If the notice has already been sent, then a new notice shall be sent if at least three weeks remain before the General Meeting is to be held.

The shareholders who wish to attend must notify the company's office as soon as possible and no later than at 10:00 a.m. on 18 April 2018 by returning the enclosed attendance slip. The right to attend the General Meeting is reserved for shareholders who have been entered into the register of shareholders no later than the fifth working day prior to the General Meeting. E-mail: Gf2018@nrcgroup.no.

Shareholders who wish to be represented by proxy, are requested to complete the enclosed proxy form and send it to NRC Group ASA. E-mail: Gf2018@nrcgroup.no.

This notice, the company's annual report for 2017, the Board of Directors' statement on the determination of salary and other remuneration to senior management pursuant to Section 6-16a of the Norwegian Public Limited Companies Act, as well as the recommendation by the Nomination Committee are available at the company's website: www.nrcgroup.com.

In accordance with section 7 of the Articles of Association, the attachments to the notice are not sent by mail to the shareholders. However, any shareholder may require that the attachments are sent free of charge to the shareholder by mail. If a shareholder wishes to have the documents sent, a request may be directed to the company by phone: +47 90 40 70 97or by sending a request by e-mail to Gf2018@nrcgroup.no.

Oslo, 27 March 2018 Helge Midttun Chairman of the Board

ATTENDANCE SLIP

To be sent to: NRC Group ASA, P.O. Box 18, 1324 Lysaker, and must be received by NRC Group ASA no later than 10:00 a.m. on 18 April 2018. E-mail: Gf2018@nrcgroup.no

The undersigned will attend NRC Group ASA's General Meeting in the company's offices, Lysaker Torg 15, 1366 Lysaker, at 10:00 a.m. on Thursday 19 April 2018 and vote for:

_________________________ own shares

_________________________ other shares in accordance with the enclosed proxy(ies)

For a total of _________________________ shares

Place: __________________ Date: __________________________

______________________________ (Name in block letters)

_____________________________

Signature

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PROXY WITHOUT VOTING INSTRUCTIONS

If you do not have the opportunity to attend the Annual General Meeting, this proxy can be used by whomever you grant authority, or you can send the proxy without entering the name of the proxy. In this case, the proxy will be given to the Board Chairman or a member of the Board of Directors before the Annual General Meeting is held. If the proxy is to include instructions on how the proxy should vote on each individual item, use the "Proxy with Voting Instructions" form.

The proxy is to be sent to: NRC Group ASA, P.O. Box 18, 1324 Lysaker, and must be received by NRC Group ASA no later than 10:00 a.m. on 18 April 2018. E-mail: Gf2018@nrcgroup.no

The undersigned hereby grants (tick off)

The Board Chairman or whomever he so authorises, or

___________________________________________________ Name of the proxy (please use capital letters)

a proxy to appear and vote at NRC Group ASA's General Meeting at 10:00 a.m. on Thursday 19 April 2018

for my/our ___________ shares.

Place: __________________ Date: __________________________

______________________________ (Name in block letters)

____________________________ Shareholder's signature

PROXY WITH VOTING INSTRUCTIONS

If you do not have the opportunity to attend NRC Group ASA's General Meeting at 10:00 a.m. on Thursday 19 April 2018, you may appear by proxy. In this case, you can use this proxy form to state your voting instructions.

The proxy is to be sent to: NRC Group ASA, P.O. Box 18, 1324 Lysaker, and must be received by NRC Group ASA no later than 10:00 a.m. on 18 April 2018. E-mail: Gf2018@nrcgroup.no

The undersigned hereby grants (tick off)

The Board Chairman or whomever he so authorises, or

_______________________________________________ Name of the proxy (please use capital letters)

a proxy to appear and vote for my/our shares at NRC Group ASA's Annual General Meeting at 10:00 a.m. on Thursday 19 April 2018. If a proxy is submitted without the name of the proxy, then the proxy will be deemed to have been granted to the Chairman of the Board or whomever he so authorises.

The voting shall be in accordance with the instructions below. Note that if the alternatives below are not ticked off, this will be deemed to be an instruction to vote "in favour" of the proposals in the notice. The proxy will, however, determine the voting if a proposal is put forward in addition to, or as a replacement for the proposals in the notice.

Item:		In favor	Against	Absten tion	At proxy's discretion
1.	Election of a chairperson for the meeting	o	o	o	o
2.	Approval of the notice of the meeting	o	o	o	o
3.	Election of a representative to sign the minutes together with the
	chairperson	o	o	o	o
4.	Approval of annual accounts and annual report for the parent company and
	the group	o	o	o	o
5.	Approval of fees to the auditor	o	o	o	o
6.	Election of the Board of Directors
	- Helge Midttun (chairman)	o	o	o	o
	- Brita Eilertsen	o	o	o	o
	- Kjersti Kanne	o	o	o	o
	- Harald Arnet	o	o	o	o
	- New board member	o	o	o	o
7.	Determination of remuneration to the Board of Directors and other board committees
	7.1 Remuneration to the Board of Directors	o	o	o	o
	7.2 Remuneration to the Audit Committee	o	o	o	o
	7.3 Remuneration to the Compensation Committee	o	o	o	o
	7.4 Remuneration to the Project Committee	o	o	o	o
8.	Election of Nomination Committee
	- Kristian Lundkvist (Chairman)	o	o	o	o
	- Albert Collett	o	o	o	o
	- Vegard Urnes	o	o	o	o
9.	Determination of remuneration to the Nomination Committee	o	o	o	o
10.	Treatment of the Board of Directors statement on salary and other
	remuneration to senior management pursuant to section 6-16a of the
	Norwegian Public Limited Companies Act
	- Guidelines presented for consultative vote	o	o	o	o
	- Guidelines regarding share-based remuneration or remuneration linked to the development of the share price in the company, including share options etc., which is presented for approval from the general meeting.	o	o	o	o
	Authorization to increase the share capital in connection with option
11.	program for key employees	o	o	o	o
12.	Authorization to acquire treasury shares	o	o	o	o
13.	Authorization to increase the share capital in connection with issuance of new shares	o	o	o	o

The aforementioned proxy has the authority to appear and vote at NRC Group ASA's General Meeting at 10:00 a.m. on Thursday 19 April 2018.

for my/our ___________ shares.

Place: Date:

(Name in capital letters)

The shareholder's signature