NRC Group — AGM Information 2019

May 8, 2019

MINUTES FROM THE ANNUAL GENERAL MEETING OF NRC GROUP ASA

The Annual General Meeting of NRC Group ASA (the "Company") was held on 8 May 2019 at 10.00 a.m. in the Company's offices, Lysaker Torg 25, 1366 Lysaker.

The General Meeting was opened by the chairman of the Board of Directors, Helge Midttun.

The shares represented at the Annual General Meeting were registered. The registration showed that 28,135,733 out of a total of 53,923,133 outstanding shares (not including treasury shares) were represented, out of which 5,281,682 in person and 22,854,051 by proxy, i.e. in aggregate approx. 52.2% of the outstanding shares in the Company. No remarks were made to the account of represented shares.

The following items were on the agenda:

1. ELECTION OF A CHAIRPERSON FOR THE MEETING

Helge Midttun was unanimously elected as chairperson of the meeting.

2. APPROVAL OF THE NOTICE OF THE MEETING

There were no remarks to the notice and, consequently, the notice was unanimously approved.

3. ELECTION OF A REPRESENTATIVE TO SIGN THE MINUTES TOGHETHER WITH THE CHAIRPERSON

Dag Fladby was unanimously elected to sign the minutes together with the chairperson.

4. APPROVAL OF ANNUAL ACCOUNTS AND ANNUAL REPORT FOR THE PARENT COMPANY AND THE GROUP

The General Meeting approved the annual accounts and the annual report for the parent company and the Group, including that no dividend is paid for the financial year 2018.

As part of the approval of the annual report, the General Meeting also discussed the Company's statement on corporate governance.

The resolution was unanimously approved.

5. APPROVAL OF FEES TO THE AUDITOR

In accordance with the proposal from the Board of Directors, the General Meeting resolved to approve fees to the auditor for the financial year 2018 in accordance with invoiced amounts.

The resolution was unanimously approved.

6. ELECTION OF THE BOARD OF DIRECTORS

In accordance with the recommendation from the Nomination Committee, the general meeting resolved to re-elect the following board members:

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

Thus, the Board of Directors in the Company comprises the abovementioned board members as well as current members Rolf Jansson and Eva Nygren.

The resolution was unanimously approved.

7. DETERMINATION OF REMUNERATION TO THE BOARD OF DIRECTORS AND REMUNERATION TO BOARD COMMITTEES

7.1 Remuneration to the Board of Directors

In accordance with the recommendation from the Nomination Committee, the General Meeting resolved to approve the following remuneration to the members of the Board of Directors for the period from the Annual General Meeting in 2018 until the Annual General Meeting in 2019:

Chairman of the board:	NOK 600,000
Each of the other board members:	NOK 300,000

The resolution was unanimously approved.

7.2 Remuneration to the Audit Committee

In accordance with the recommendation from the Nomination Committee, the General Meeting resolved to approve the following remuneration to the members of the Audit Committee for the period from the Annual General Meeting in 2018 until the Annual General Meeting in 2019:

Chairman: NOK 75,000 Each of the other members: NOK 50,000

The resolution was unanimously approved.

7.3 Remuneration to the Compensation Committee

In accordance with the recommendation from the Nomination Committee, the General Meeting resolved to approve the following remuneration to the members of the Compensation Committee for the period from the Annual General Meeting in 2018 until the Annual General Meeting in 2019:

Chairman: NOK 40,000 Each of the other members: NOK 25,000

The resolution was unanimously approved.

NRC GROUP ASA

7.4 Remuneration to the Project Committee

In accordance with the recommendation from the Nomination Committee, the General Meeting resolved to approve the following remuneration to the members of the Project Committee for the period from the Annual General Meeting in 2018 until the Annual General Meeting in 2019:

Chairman: NOK 75,000 Each of the other members: NOK 50,000

The resolution was unanimously approved.

8. ELECTION OF NOMINATION COMMITTEE

In accordance with the proposal from the Nomination Committee, the General Meeting resolved that the Nomination Committee in the Company shall comprise of the following members:

• − Kjell Forsén (chairman)
• − Øivind Horpestad
• − Albert Collett (re-elected)

The resolution was unanimously approved.

9. DETERMINATION OF REMUNERATION TO THE NOMINATION COMMITTEE

In accordance with the proposal from the Nomination Committee, the General Meeting resolved to approve the following remuneration to the members of the Nomination Committee for the period from the Annual General Meeting in 2018 until the Annual General Meeting in 2019:

Chairman: NOK 40,000 Each of the other members: NOK 20,000

The resolution was unanimously approved.

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

The Board of Directors' statement on remuneration to senior management pursuant to section 6-16a of the Norwegian Public Limited Companies Act was considered by the General Meeting.

The General Meeting approved the part of the statement regarding guidelines for share-based remuneration or remuneration linked to the development of the share price in the company, as well as renewal of the option program in the Company for senior management for a new two– year period, comprising in total 1,000,000 shares. The resolution was made with 26,425,589 votes in favour and 1,710,144 votes against.

NRC GROUP ASA

The remaining parts of the statement was presented to the General Meeting for a consultative vote and was approved. The resolution was made with 28,129,977 votes in favour and 5,756 votes against.

11. AUTHORISATION TO INCREASE THE SHARE CAPITAL IN CONNECTION WITH OPTION PROGRAM FOR SENIOR MANAGEMENT

In accordance with the proposal from the Board of Directors, the General Meeting resolved to grant to the Board of Directors with the following authorisation to issue shares:

• a) The Board of Directors is granted an authorization to increase the share capital by up to NOK 1,000,000. 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 senior management.
• 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 for a period of two years until 8 May 2021.

The resolution was made with 26,425,589 votes in favour and 1,710,144 votes against.

12. AUTHORISATION TO INCREASE THE SHARE CAPITAL IN CONNECTION WITH OPTION PROGRAM FOR KEY EMPLOYEES

In accordance with the proposal from the Board of Directors, the General Meeting resolved to grant to the Board of Directors with the following authorisation to issue shares:

• a) The Board of Directors is granted an authorization to increase the share capital by up to NOK 600,000. 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 replaces the existing authorization to issue shares under the company's option program for key employees, resolved by the company's annual general meeting on 19 April 2018.
• f) The authorization is valid for a period of two years until 8 May 2021.

NRC GROUP ASA

The resolution was unanimously approved.

13. AUTHORISATION TO ACQUIRE TREASURY SHARES

In accordance with the proposal from the Board of Directors, the General Meeting passed the following resolution:

The General Meeting grants the Board of Directors an authorisation to acquire shares in NRC Group ASA for up to a maximum nominal value of NOK 5,390,422.00. 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 2020, but not later than 30 June 2020. Acquisitions and disposals of treasury shares can take place in the manner found appropriate by the Board of Directors.

The resolution was made with 28,129,977 votes in favour and 5,756 votes against.

14. AUTHORISATION TO INCREASE THE SHARE IN CONNECTION WITH ISSUANCE OF NEW SHARES

In accordance with the proposal from the Board of Directors, the General Meeting passed the following resolution:

• a) The Board of Directors shall be granted an authorisation to increase the share capital by a maximum of NOK 10,780,844.00. 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 2020, but not later than 30 June 2020, and includes the right to change the company's Articles of Association in connection with the share capital increase.

The resolution was made with 26,216,466 votes in favour and 1,919,267 votes against.

***

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

Bærum, 8 May 2019

[Signatures only in Norwegian version]

_____________________ Helge Midttun Chair of the meeting

_____________________ Dag Fladby Appointed to co-sign

NRC GROUP ASA