NRC Group — Investor Presentation 2015

Nov 9, 2015

The fast growing infrastructure specialist

Company and Q3 2015 Presentation 9 November 2015

Disclaimer

This document (the "Presentation") has been produced by NRC Group ASA (the "Company" or "NRC Group"). This Presentation is for information purposes only and does not in itself constitute an offer or recommendation to sell or a solicitation of an offer or recommendation to buy any of the securities described herein.

The Presentation has not been approved by or registered with any public authority in Norway or in any other jurisdiction. The Presentation does not purport to contain all information that any outside parties may desire when evaluating the Company. Interested parties should conduct their own investigation and analysis of the Company, its business, prospects, results of operations and financial condition. No party has made any kind of independent verification of any of the information set forth herein, including any statements with respect to projections or prospects of the Company or its business or the assumptions on which such statements are based, and no party undertakes any obligation to do so. The contents of this Presentation are not to be construed as legal, business, investment or tax advice and each recipient should consult with its own professional advisors for any such matter or advice.

AN INVESTMENT IN THE COMPANY INVOLVES RISK, AND SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE EXPRESSED OR IMPLIED BY STATEMENTS AND INFORMATION IN THIS PRESENTATION, INCLUDING, AMONG OTHERS, RISKS OR UNCERTAINTIES ASSOCIATED WITH THE COMPANY'S BUSINESS, DEVELOPMENT, GROWTH MANAGEMENT, FINANCING, MARKET ACCEPTANCE AND RELATIONS WITH CUSTOMERS, AND, MORE GENERALLY, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN DOMESTIC AND FOREIGN LAWS AND REGULATIONS, TAXES, CHANGES IN COMPETITION AND PRICING ENVIRONMENTS, FLUCTUATIONS IN CURRENCY EXCHANGE RATES AND INTEREST RATES AND OTHER FACTORS. SHOULD ONE OR MORE OF THESE OR OTHER RISKS AND UNCERTAINTIES MATERIALISE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THIS PRESENTATION.

Content Content This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", "expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources, are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or any of its shareholders or subsidiary undertakings or any such person's officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. The Company assumes no obligation, except as required by law, to update any forward-looking statements or to conform these forward-looking statements to the Company's actual results.

No representation or warranty (express or implied) is made as to the accuracy or completeness of any information contained herein, and it should not be relied upon as such. None of the Company or the Managers or any of its shareholders or subsidiary undertakings or any such person's officers or employees shall have any liability whatsoever arising directly or indirectly from the use of this Presentation. By reading the Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company's business.

The distribution of this Presentation and application/subscription for shares of the Company may be restricted by law in certain jurisdictions, and persons into whose possession this Presentation comes should inform themselves about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. None of the Company or its shareholders or any of their parent or subsidiary undertakings or any such person's officers or employees shall have any responsibility for any such violations.

This Presentation is dated as of the date set out in its front page. Neither the delivery of this Presentation nor any further discussions of the Company with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date.

Risk factors

Investing in the Company involves inherent risks. Prospective investors should consider carefully, among other things, all of the information set forth in this Presentation, and in particular, the specific risk factors set out below. An investment in the shares in the Company (the "Shares") is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the investment. If any of the risks described below materialises, individually or together with other circumstances, they may have a material adverse effect on the Company's business, operating results and financial condition, which may cause a decline in the value and trading price of the Shares that could result in a loss of all or part of any investment in the Shares. Investors are also encouraged to review the more extensive risk factors set out in the Company's Prospectus dated 10 August 2015.

The Company's revenues are affected by the economic conditions in the countries in which it operates. If the economic conditions in the countries in which the Company operates experiences economic downturns and demand for the Company's products and services decreases, its business, operating results and financial condition are likely to be negatively affected.

The market segments in which the Company operates are highly competitive. Even though the Company believes it to operate within a market with a high barrier for entry within the railway infrastructure market in Scandinavia, its competitive position may be harmed by increased competition from national and international infrastructure companies or other companies, new or current participants, offering, better technology and product offering, price reductions and/or increased capacity for other parts of the Company's business.

Governmental bodies and local municipalities represent the main customer group for the Company. Even if the Norwegian and Swedish governments have implemented long-term national transportation plans with extensive railroad spending and there currently seems to be a broad political consensus on the need for railway investments, there can be no guarantees that a change in government may not affect the level of spending upon revision of the current transportation plans.

The Company is subject to local laws and regulations in the countries in which it operates and requires regulatory approvals for conducting its operations. Changes in the local laws and regulations or in regulatory approvals that are required in the Company's operations, or the loss of such approvals or permits, could have a material adverse effect on the Company's business, operating results and financial condition.

Content Content The Company is subject to taxes in the countries in which it operates. There can be no assurance that the Company's operations will not become subject to increased taxation by national, local or foreign authorities or to new or modified taxation regulations and requirements, including requirements relating to the timing of any tax payments.

The Company's success depends upon, to a significant extent, competent personnel, and the continued service of these resources who have substantial experience in the industry and in the local jurisdiction in which the Company operates.

The Company's success depends on its ability to maintain and enhance its reputation and trustworthiness. An event or series of events that materially damages the Company's reputation, such as allegations of price collaboration or any unethical behaviour, such as fraud or bribery, could have a material adverse effect on the Company's business, operating results and financial condition.

The Company must to a certain extent keep resources available in order to respond in due time to project requests. Overcapacity of resources could have a negative effect on the Company's business, operating results and financial condition.

The Company's Geo business relies to a certain extent upon copyrights, database rights and agreements with its employees, customers, suppliers and other parties to establish and maintain its intellectual property rights in technology and products used in operations. Despite its efforts to protect its intellectual property rights, such rights could be challenged.

From time to time, the Company, its customers or third parties with whom the Company works, may receive claims, including claims from various industry participants, alleging infringement of their intellectual property rights.

The Company may file claims against other parties for infringement of its intellectual property that may cause significant costs and may not be resolved in its favour. The Company's engagement in intellectual property enforcement actions could be costly and may not be successful.

The success of the Company depends decisively on the timely perception of new trends, developments and customer needs, constant further development of technological expertise and ensuring that the portfolio of products and services keeps pace with technological developments.

The Company will from time to time be involved in disputes and legal or regulatory proceedings. Such disputes and legal or regulatory proceedings may be expensive and time-consuming, and could divert management's attention from the Company's business. Furthermore, legal proceedings could be ruled against the Company.

Risk factors (cont'd)

The Company's ability to meet its payment obligations related to its debt and running operations is dependent on its future performance and may be affected by events beyond its control. If the financing available to the Company is insufficient to meet its financing needs or if the Company is unable to service its debt, it may be forced to reduce or delay capital expenditures, sell assets or businesses at unanticipated times and/or at unfavourable prices or other terms, seek additional equity capital or restructure or refinance its debt.

The Company relies on external subcontractors, in particular for its Rail business in Sweden, which to a certain degree is dependent on sub-contractors in order to attend public tender offers and to deliver turnkey railroad construction work, and suppliers of services and products to varying degrees.

The Company has insurance for certain liabilities and losses. If the Company incurs significant liabilities or losses for which it is not adequately insured, or not insured at all, or if the Company's insurance policies are terminated for any reason and the Company is not able to obtain replacement insurance policies at favourable rates, or at all, the Company's business, operating results and financial condition may be materially adversely affected.

The Company's business areas have previously operated independently and the Company has recently announced several acquisitions. To achieve the expected synergies, a substantial integration of several parts of the business is required. There can be no assurance that the expected synergies will materialize to the extent expected and within expected time frames. Any delays or unexpected costs incurred in the integration process or failure to achieve the expected synergies may have a material adverse effect on the Company's financial condition and results of operations.

The Company's revenues are mostly in NOK and SEK, and to a certain degree EUR. The Company is therefore exposed to fluctuations in foreign exchange rates.

The Company's interest-bearing assets are cash and cash equivalents, and the Company's profit and cash flow from operations are in general independent of changes in market interest rates.

The provisions for potential losses on receivables are based on the management's discretionary assessment of potential future losses on receivables from customers. The Company has not entered into any transactions that involve financial derivatives or other financial instruments to mitigate credit risks.

Content Content The Company's operations are discernible by seasonal fluctuations, since a portion of the Company's operations consist of airborne data acquisition and the processing and modelling of the resultant map data. Data acquisition is not normally performed when the surface of the earth is covered in snow. This denotes that the company ties up working capital in the spring being the start of the airborne data acquisition.

In the event that the Company's existing resources are insufficient to fund the Company's business activities, the Company may need to raise additional funds through public offerings or private placements of debt or equity securities. The Company cannot guarantee that it will be able to obtain additional funding at all or on terms acceptable to the Company.

Even if there is an active public trading market, there may be little or no market demand for the Shares, making it difficult or impossible to resell the Shares, which would have an adverse effect on the resale price, if any, of the Shares. Furthermore, there can be no assurance that the Company will maintain its listing on Oslo Børs.

The trading price of the Shares could fluctuate significantly, inter alia, in response to quarterly variations in operating results, general economic outlook, adverse business developments, interest rate changes, changes in financial estimates by securities analysts, matters announced in respect of competitors or changes to the regulatory environment in which the Company operates.

Shareholders may be diluted if they are unable to participate in future offerings. Shareholders that do not exercise granted pre-emptive rights may be diluted. Furthermore, shareholders may be unable to participate in future offerings, due to deviation from the shareholders pre-emptive rights in order to raise equity on short notice in the investor market, or for reasons relating to foreign securities laws or other factors, and as such have their shareholdings diluted.

Pre-emptive rights may not be available to U.S. holders and certain other foreign holders of the Shares.

Holders of Shares that are registered in a nominee account may not be able to exercise voting rights as readily as shareholders whose Shares are registered in their own names with the Norwegian Central Securities Depository.

The transfer of Shares is subject to restrictions under the securities laws of the United States and other jurisdictions.

Agenda

1	Introduction
2	Investment highlights
3	Q3 Financials
4	Summary
5	Appendix

Introduction

Q3 2015 figures	 Q3 2015 (adjusted) figures shows earnings back on track: - Revenue of NOK 350 million - EBITDA of NOK 42 million - EBITA of NOK 35 million  Q3 earnings in line with Q3 2014, with Sweden still effected by the budget crises earlier this year  Order book at record high level with NOK 990 million vs. NOK 483 million in Q3 2014
Acquisition of Segermo	 Today NRC Group announced the acquisition of the rail groundwork company Segermo Entreprenad Aktiebolag ("Segermo")  Segermo will complement NRC Group's Swedish business and NRC Group will become a fully integrated full service rail road construction company in Sweden - 2014 / 2015YTD Revenue of SEK 334 million / SEK 274 million - 2014 / 2015YTD EBIT of SEK 35 million / SEK 31 million - Order book of SEK 563 million as of Q3 vs. SEK 138 million in Q3 2014 - Acquisition price of SEK 224.7 million  Purchase price to be settled with SEK 100 million in NRC Group shares and the remaining in cash  The transaction is pending an EGM resolution, but is backed by shareholders representing above 2/3 of the outstanding shares in the company
Underwritten Private Placement	 In order to finance the cash component of the acquisition of Segermo, NRC Group has secured underwriting commitments from several existing shareholders, including Datum AS and Urbex Invest AS, as well as new investors of institutional capacity for a fully underwritten new share issue of 2,770,000 new shares (representing 10% of the capital of the Company after the closing of the acquisitions of Litz Elektrobyggnad AB ("Litz") and Elektrobyggnad Sverige AB ("Elektrobyggnad"))  The Company will also offer 250,000 existing shares held in treasury, which together with the fully underwritten new share issue described above constitutes Tranche 1 of the Private Placement (as defined below). In addition, the Company is considering offering up to 1,605,000 additional new shares in a Tranche 2 to raise additional equity for the further development of the Company (Tranche 2 together with Tranche 1, the "Private Placement")  The price in the Private Placement, which is expected to be executed during week 46, has been set to NOK 40.00 per share  The Underwriters have also provided pre-subscriptions and pre-commitments at a level resulting in an oversubscription of the Tranche 1 of the Private Placement  Further, in order to address the interest of the Company's shareholders who are not allocated shares in the Private Placement, the Board of Directors intends to propose to the EGM to conduct a subsequent offering directed towards shareholders in the Company as of close of trading on the day prior to the allocation of the Private Placement

NRC Group is a fast growing company within the Nordic infrastructure market

Notes: 1) Based on combined financials for 2014 including Svensk Järnvägsteknik AB ("SJT") and NRC Rail Norge 2) Previously known as Team Bane (Changed name to NRC Rail Norge AS in October 2015)

Header Header NRC Group – Both underlying and M&A driven growth

Rapid M&A activity during 2015

• In May the acquisition of Team Bane, now NRC Rail Norge was announced and closed
• In June the acquisition of SJT was announced and closed
• In June LOIs for the acquisitions of Litz and Elektrobyggnad was announced with planned closing on or about 9 November.
• On 9 November NRC Group has entered into an agreement to acquire Segermo, with planned closing primo December

Agenda

1	Introduction
2	Investment highlights
3	Q3 Financials
4	Summary
5	Appendix

Header Header NRC Group is uniquely positioned to capture the strong growth in the infrastructure markets and take an active role as a consolidator of the market

1 Nordic infrastructure and geospatial services markets in strong growth	 Significant investments in railway required to meet national transportation plans approved by the respective governments in Norway and Sweden  Strong political consensus from an environmental perspective to further increase investments in railway infrastructure  Development is underpinned by increasing number of tenders for new projects – also larger projects being tendered – in both Norway and Sweden
2 Strong backlog and specialist capabilities in place to realize strong growth	 Specialist railway infrastructure contractor with leading position in the Norwegian and Swedish markets  Track-record and capabilities to secure all types of projects in the market  Market with high barriers to entry due to special permits and competences required
3 Asset light and flexible business model with attractive margins	 In-house specialist competence complemented by partnerships with subcontractors ensures flexibility and capacity for superior project execution  Asset light organization with limited machinery  Required machinery sourced through partners secures competitive pricing and limits fixed costs  Highly attractive margins compared to both railway infrastructure specialists and construction companies
4 Active role as market consolidation	 Consolidation of the market will be driven by increased complexity and size of the projects  Transactions done by NRC Group have been accretive, while securing continued commitment from the sellers through combination of cash and share transactions  Synergies through increased utilization of employees, machinery and equipment  NRC Group has an ambition to take an active role in the further consolidation of the market

The acquisition of Segermo will strengthen NRC Rail's position in Sweden

Company information and rationale

• A rail groundwork contractor in Sweden
• Rail business accounting for ~50% of revenues in 2015 and expected to increase to 65% in 2016
• Carrying out railway related groundwork, mainly working with passing tracks, channelling and platforms
• Asset light business model with 60 employees, many with background from PEAB and Sveab
• Content Content Awarded the first ever framework agreement for groundwork in Sweden in August 2015 by Trafikverket (2+1)
• The acquisition will strengthen NRC Rail's competitive position within the railway sector, especially for larger projects
  • Recent acquisitions has positioned the group for several large tenders in Sweden in 2016
• The purchase price is SEK 224.7 million and is based on a guaranteed 2015 EBITDA of SEK 40 million

Characterized by solid growth and strong customer base

Transaction effects as of Q3 2015

(NOK 000's)	Cash position	NIBD	NOSH (m)
Current NRC Group	127.5	144.1	26.12
M&A effect	13.1	-2.4	1.6
Cash purchase price	-27.1	27.1	0.0
NRC Group incl Litz + ELAB	113.6	168.8	27.7
M&A effect	32.5	-28.7	2.5
Cash purchase price	-124.7	124.7	0.0
Equity issue	200.0	-200.0	5.0
New NRC Group1)	221.0	65.1	35.24

NRC Rail is a market leader within the Nordic railway infrastructure market

Source: Comany information, Information memorandum dated 8 June 2015

Footer Footer Notes: 1) Revenue split in pie charts based on pro forma figures for Team Bane and SJT (including Geo division) for 2014 as shown in Q2 2015 Report

A full service rail specialist with significant growth and synergy potential

NRC Group is delivering industry leading margins

Content Content -1.9% 1.0% 1.2% 3.7% 10.0% -4.8% 10.5% (VR Track Sweden AB) 1) 1) 2)

Rail-construction peers EBITA-margin 2013-14 Construction peers average EBITA-margin 2013-2014

Average EBITA-margins 2013-14 (based on consolidated group financials unless otherwise noted) Average EBITA-margins 2013-14 (based on consolidated group financials)

Source: Proff.no, Proff.se, Company information

Notes: 1) Based on combined financials for 2014. Current NRC Rail Group includes SJT, NRC Rail Norge

Footer Footer 2) Based on EBIT margin (amortization not disclosed)

Demonstrated execution capabilities and strong pipeline

Geographical market Examples of ongoing and executed projects

Jakobshyttan junction NOK 140 million ● Completed Mar 2015

Rosenbergs terminals NOK 170 million ● Completed Dec 2014

Change of track and switches SEK 190 million ● Completed Aug 2013

Infrastructure is high on the public agenda

Ti ganger så mange tar fly som tog Oslo-Stockholm. Mellom Göteborg og Stockholm tar seks av ti tog. Avstanden er omtrent den samme. Det har også SJ nå funnet ut.
Sveinung Berg Bentzrad Constated Strips, 2016 12:35	KIIDDI $120 - 60 - 1$

Strong underlying growth in Nordic infrastructure markets - especially within rail

• In June 2013 the Norwegian Parliament approved a NOK 173 billion NTP for railway 2014-2023, 49% increase from 2013 levels
• The NTP increased spending on railway significantly in 2014, with further step up in spending from 2018

• Historically, the allocated budgets have typically been above the levels outlined in the NTP

• The Swedish railway market is about 3x the size of the Norwegian market and tenders are typically larger

• In 2014 Trafikverket acquired services for SEK 17.8 billion
• A SEK 522 billion transportation plan for the period 2014 2025 was adopted by the government in April 2014
• Includes SEK 86 billion for maintenance and reinvestment and SEK 95 billion for large new railway infrastructure projects

Source; NTP, Government budgets, Trafikverket

Header Header Several observable factors and trends driving the level of consolidation within the railway sector

Content Content Trend towards larger (and fewer) projects Projects have become increasingly complex Ambition to create well-functioning private markets Stable and predictable budgets in order to reduce uncertainty Long term contracts and framework agreements to increase consistency Improved dialogue towards suppliers with regards to projects and tenders Firm and clearly defined policy for outsourcing Østensjøbanen Kilafors Driftsplass Jernbaneverket has entered into record-large contracts with high level of competition. Has awarded successful EPC contracts for Follobanen. If conditions are right, Jernbaneverket will seek to award a higher amount of for total enterprise. Acquisition included a wide range of services across demolition and construction Demolition and installation of railway specific installations such as rails, sleepers, switches, conductor rails, signal, traction current etc Reconstruction of Kilafors Driftplats outside Bollnäs In order to improve Kilafors as a junction between Norra Stambanan and Söderhamn for freight traffic. Project includes tunnel and groundwork, signal, track, electro etc NOK 77 million SEK 107 million

Solid order book which has grown significantly during 2015 YTD

Record high order book Comments

• Very strong development in order book over last 12 months
• Strong prospects of additional contracts
• Through recent acquisitions, NRC Group is ideally positioned for several large tenders in Sweden, scheduled for 2016
• Large number of projects to be awarded by JBV in 2016

Agenda

1	Introduction
2	Investment highlights
3	Q3 Financials
4	Summary
5	Appendix

Operational update

Rail division

Geo division

• High level of activity in third quarter
• The activity in Sweden is still slower than normal since Trafikverket has postponed projects into 2016
• Strengthened administrative and operational resources in order to support future growth
• Cost initiatives initiated in first half of 2015 starting to give effects
• Sizeable projects announced in Norway and Sweden
• SJT secured the contract for rebuilding Kilefors driftsplats with an estimated contract value of SEK 107 million

• Strong order intake and record high order book The order reserve for the Rail division was at the end of the quarter NOK 839 million, compared to NOK 419 million in 2014, an increase of 100%

• Data capture progressed well in the Nordics and all but a few projects were completely captured

• Challenging weather conditions in the summer months largely compensated in the Nordics by more favourable conditions in the autumn
• The European ortophoto project progressed well throughout the quarter, leaving some minor areas for completion in the fourth quarter to end this year's season
• Content Content The UK programme for improving acquisition, storage and usage of asset information for rail infrastructure has also shown progress, while the company expects even higher production output after some more months of process development and ramp-up
• Sales are generally good and the order reserve for the Geo division was at the end of the quarter 151 million, compared to NOK 64 million in 2014, an increase of 136%. A large part of this is work related to the British rail infrastructure

Q3 Profit and Loss as reported

• The actual reported figures for Q3 2015 include NOK 4.7 million in one-off restructuring costs which are adjusted for in the pro-forma figures
• NRC Rail Norge and SJT included from June 2015
• Revenue in NOK 350 million (NOK 79 million)
• Net profit NOK 18 million (NOK 9 million)

	(Amounts in NOKm)	Q3 2015	Q3 2014	YTD 2015	YTD 2014	FY 2014
 The actual reported figures for Q3 2015 include NOK 4.7 million in one-off	Revenue	349.7	79.3	522.1	192.5	246.0
restructuring costs which are adjusted for	Operating expenses	312.2	66.5	505.5	180.6	232.3
in the pro-forma figures	EBITDA	37.5	12.8	16.6	11.9	13.7
	EBITA	30.4	9.8	3.7	4.8	5.5
	EBIT	28.0	9.8	0.7	4.8	5.5
 NRC Rail Norge and SJT included from	EBT	25.5	9.0	-4.0	2.1	4.5
June 2015	Taxes	-7.2	-0.2	27.9	-0.4	-0.7
	Profit/loss from continuing operations	18.3	8.8	23.9	1.7	3.8
 Revenue in NOK 350 million (NOK 79	Profit/loss from discontinued operations	0.0	-0.1	-2.3	2.7	4.1
million)	Net profit/loss	18.3	8.7	21.6	4.4	7.9

Q3 Pro forma Key Figures – Profit and Loss

• Pro forma figures include historic figures for NRC Rail Norge and SJT (i.e. not including Segermo, Elektrobyggnad and Litz):
• Revenue NOK 350 million (NOK 309 million)
• EBITDA NOK 42 million (NOK 43 million)
• EBITA NOK 35 million (NOK 38 million)
• EBIT NOK 33 million (NOK 36 million)
• EBT NOK 30 million (NOK 33 million)

(Amounts in NOKm)	Q3 2015	Q3 2014	YTD 2015	YTD 2014	FY 2014
Revenue	349.7	309.4	700.6	702.5	966.2
Operating expenses	307.5	266.6	677.2	629.9	871.1
EBITDA	42.2	42.8	23.4	72.6	95.1
EBITA	35.1	38.1	5.7	61.2	77.4
EBIT	32.7	35.5	-1.2	54.6	67.7
EBT	30.1	32.5	-10.0	45.2	56.9
EBITDA (%)	12%	14%	3%	10%	10%

Q3 Pro forma Key Figures – Business segments

• Rail division (includes NRC Rail Norge and SJT but not Segermo, Elektrobyggnad and Litz):
• Revenue NOK 271 million (NOK 230 million)
• EBIT NOK 31 million (NOK 26 million)
• Geo division:
• Revenue NOK 79 million (NOK 79 million)
• EBIT NOK 5 million (NOK 13 million)

 Rail division (includes NRC Rail Norge and SJT	Revenues	Q3 2015	Q3 2014	YTD 2015	YTD 2014	FY 2014
but not Segermo, Elektrobyggnad and Litz):
	Rail	270.6	230.1	525.1	510.0	720.2
- Revenue NOK 271 million (NOK 230 million) - EBIT NOK 31 million (NOK 26 million)	Geo	79.1	79.3	175.5	192.5	246.0
	Business segments	349.7	309.4	700.6	702.5	966.2
 Geo division:
- Revenue NOK 79 million (NOK 79 million)
- EBIT NOK 5 million (NOK 13 million)	EBIT	Q3 2015	Q3 2014	YTD 2015	YTD 2014	FY 2014
	Rail	31.2	25.5	13.0	49.1	62.2
	Geo	5.0	13.3	-5.4	16.8	20.1
	Other	-3.4	-3.3	-8.8	-11.3	-14.6
	Business segments	32.7	35.5	-1.2	54.6	67.7

Key Figures – Q3 Balance Sheet

• The increase in assets is mainly related to the acquisitions of NRC Rail Norge and SJT completed in the second quarter
• The increase in equity is related to the transactions being partly settled in shares, and the private placement and repair issue completed in the third quarter
• Content Content The increase in debt is mainly related to acquisition financing for the SJT purchase and existing debt in SJT and NRC Rail Norge

(Amounts in NOKm) ASSETS 30/09/2015 31/12/2014 Intangible non-current assets 351.4 0.5 Tangible non-current assets 129.8 24.5 Other current assets 294.1 71.6 Cash and cash equivalents 127.5 51.4 Total assets 902.8 147.9

(Amounts in NOKm)

EQUITY AND LIABILITIES	30/09/2015	31/12/2014
Total equity	347.6	74.7
Non-current interest-bearing liabilities	168.6	0.0
Other non-current liabilities	31.9	5.4
Current interest-bearing liabilities	103.1	0.6
Other current liabilities	251.6	67.2
Total equity and liabilities	902.8	147.9

Earnings reverting to normal levels, record high order book

Combined revenue Q1 2014-Q3 2015 Order book Q1 2014-Q3 2015

Combined EBITA Q1 2014-Q3 20151)

Notes: 1) Other costs (ASA costs) adjusted for in aggregate EBITA figures

Agenda

5	Appendix
4	Summary
3	Q3 Financials
2	Investment highlights
1	Introduction

Header Header NRC Group is uniquely positioned to capture the strong growth in the infrastructure markets and take an active role as a consolidator of the market

1 Nordic infrastructure and geospatial services markets in strong growth	 Significant investments in railway required to meet national transportation plans approved by the respective governments in Norway and Sweden  Strong political consensus from an environmental perspective to further increase investments in railway infrastructure  Development is underpinned by increasing number of tenders for new projects – also larger projects being tendered – in both Norway and Sweden
2 Strong backlog and specialist capabilities in place to realize strong growth	 Specialist railway infrastructure contractor with leading position in the Norwegian and Swedish markets  Track-record and capabilities to secure all types of projects in the market  Market with high barriers to entry due to special permits and competences required
3 Asset light and flexible business model with attractive margins	 In-house specialist competence complemented by partnerships with subcontractors ensures flexibility and capacity for superior project execution  Asset light organization with limited machinery  Required machinery sourced through partners secures competitive pricing and limits fixed costs  Highly attractive margins compared to both railway infrastructure specialists and construction companies
4 Active role as market consolidation	 Consolidation of the market will be driven by increased complexity and size of the projects  Transactions done by NRC Group have been accretive, while securing continued commitment from the sellers through combination of cash and share transactions  Synergies through increased utilization of employees, machinery and equipment  NRC Group has an ambition to take an active role in the further consolidation of the market

Agenda

5	Appendix
4	Summary
3	Q3 Financials
2	Investment highlights
1	Introduction

Largest shareholders

Overview of 30 largest shareholders as of 2 November 2015

Name of shareholder	Country	Type	Number of shares	%
URBEX INVEST AS	Norway	Company	5,071,828	19.42%
DATUM AS	Norway	Company	4,100,000	15.70%
SWEDBANK AB (PUBL)	Sweden	Nominee	2,898,505	11.10%
CHARLOTTE HOLDING AS	Norway	Company	1,903,008	7.29%
DNB NOR MARKETS, AKSJEHAND/ANALYSE	Norway	Company	1,694,001	6.49%
NORDEA BANK AB (PUBL)	Sweden	Nominee	1,434,234	5.49%
SOGN INVEST AS	Norway	Company	1,321,046	5.06%
GRANSHAGEN INVEST AS	Norway	Company	731,007	2.80%
HOLMEN SPESIALFOND	Norway	Company	500,000	1.91%
NRC GROUP ASA	Norway	Company	396,452	1.52%
DANSKE BANK A/S	Sweden	Nominee	380,958	1.46%
SORA AS	Norway	Company	360,000	1.38%
MEITNER AS	Norway	Company	354,358	1.36%
BUSTEIN AS	Norway	Company	300,000	1.15%
J.P. MORGAN CHASE BANK N.A. LONDON	United Kingdom	Nominee	300,000	1.15%
KRAG INVEST AS	Norway	Company	290,000	1.11%
AAMOT TORE	Norway	Private investor	281,173	1.08%
MP PENSJON PK	Norway	Company	250,365	0.96%
ARCTIC FUNDS PLC	Ireland	Company	250,000	0.96%
LIND INVESTMENT AS	Norway	Company	212,351	0.81%
NORWEGIAN RAIL CONSULTING AS	Norway	Company	206,567	0.79%
VERDIPAPIRFONDET ALFRED BERG GAMBA	Norway	Company	202,568	0.78%
TEAM HOLDING TELEMARK AS	Norway	Company	200,000	0.77%
KCBP INVEST AS	Norway	Company	197,564	0.76%
VEEN A/S T.D.	Norway	Company	178,760	0.68%
A/S MERITUM	Norway	Company	178,653	0.68%
NORHEIM LARS GUTTORM	Norway	Private investor	140,028	0.54%
UBS SWITZERLAND AG	Switzerland	Nominee	138,465	0.53%
AVANZA BANK AB MEGLERKONTO	Sweden	Broker	115,843	0.44%
LANGERUD GEIR	Norway	Private investor	107,080	0.41%
Top 30 shareholders			24,694,814	94.55%
Other shareholders			1,422,652	5.45%
Total - all shareholders			26117466	100%

Highly experienced and capable management team

Anne-Marit Aamlid, Head of Finance and Accounting

Ms Aamlid joined NRC Group ASA in 1999 and prior to NRC she held various positions within finance and IT-related areas in a listed international pharmaceutical company

Øivind Horpestad, Managing Director of NRC Rail Division

Content Content Mr Horpestad has more than 8 years of experience in management, leadership and business development from the railway industry. He is one of the founders of Team Bane, and has previously held positions within VRS Installasjon AS, VRS Rail AS, AMT UK Ltd and Coast Capital

Robert Norbeck, Managing Director NRC Rail Norge

Mr Norbeck has been the CEO of NRC Rail Norge since January 2015 and prior to that was CEO in Team Bane Anlegg AS from January to December 2014. His experience includes various positions within Skanska Norge AS

Anders Gustafsson, Managing Director SJT

Mr Gustafsson joined Svensk Järnåagsteknik AB as managing director in 2014. Prior to joining NRC, he has held several management positions within the railway and manufacturing industry, such as Regional Manager at Strukton Rail AB and Managing Director at ContiTech Hycop AB

Sven Østgulen, Acting CFO of NRC Rail Norge

Extensive experience from various companies and industries, including10 years of experience as CFO in international businesses and various BoD positions. Has participated in more than 100 acquisitions with background as an auditor and group controller (total of 7 years)

Helge Midttun, COB1)

Wide experience from many industries. Has served as CEO of Fjord Seafoods ASA, President and CEO of Det norske Veritas and Aker Biomarine ASA. He has also served on the boards of Statoil ASA , Aker Kværner ASA and Rieber & Søn ASA (CoB) and is currently chairman of Aibel, Hent, Sonans, Atlantis Vest

Kristian G. Lundkvist, BM

Mr Lundkvist has been a board member since 2013 and is the founder of Middelborg AS, a long-term industrial owner that actively participates in value creation in the companies in its portfolio, especially business development, optimization of capital structures and networking

Brita Eilertsen, BM

Ms Eilertsen has experience as an investment banker at SEB Enskilda and Forenede Fonds. She has 10 years experience as an active professional board member for both stock exchange listed and private companies in different industries

Kjersti Kanne, BM

Ms Kanne has more than 20 years of operational experience and technical expertise from the oil and gas industry

Lars André Gjerdrum, BM

Mr Gjerdrum has wide-ranging experience from business law and is currently a partner at the law firm Aabø-Evensen & Co Advokatfirma AS. He previously worked as a lawyer for Advokatfirmaet Thommessen AS and Latham Watkins

Harald Arnet, BM

Mr Arnet was elected as a new board member at the general meeting on 10 August 2015 with effect from 12 August 2015. He is the CEO and a partner at Datum AS, and has more than 30 years of national and international experience within corporate finance, industrial and financial investments

Header Header Following successful restructuring, Blom has a positive EBITDA contribution with infrastructure as the fastest growing segment

Overview			Segments split by revenues (NOK million) Other 2) Gov/public adm Infrastructure and utilities
 One of Europe's largest aerial survey companies providing acquisition, processing and modelling of geographic information
 393 employees out of which 235 in production units				234
 Substantial restructuring from 2012 to 2014 increasing focus on core and growing markets in Northern Europe, especially the Nordics and the UK		2001
 Revenues of NOK 234 million and EBITDA of NOK 15 million in 2014			40%
 the fastest growing segment	Profitable growth and operations in 2015, with infrastructure as		35%
	Several material and large projects
European Content Program	Large railway project	Aerial surveying and mapping	48%	40%
 Large European program	 Project value: Undisclosed	 Program consisting of several smaller projects				Fastest
 Start: Q1 2015	 Start: May 2015	 Yearly programme				growing
 Completion: Estimated to	 Completion: Est. June 2016	 Blom 2015 share as of May:	17%	20%
2017	 Processing of 10,000 km	NOK 27 million  Aerial photography,
 Orthophoto library covering most of European countries	laser and imagery data of UK railways	airborne laser scanning and vector mapping	2013	2014	2015b

Notes: 1) Not including sale of intangible assets of NOK 20 million

Footer Footer 2) Other includes Defence and Security, Web and Mobility Solutions, Oil and Gas and Environment and Forestry

The fast growing infrastructure specialist