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NRC Group Investor Presentation 2020

Feb 12, 2020

3693_iss_2020-02-12_c91c83e1-6cee-44e6-a9c1-6ba183c21a2a.pdf

Investor Presentation

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NRC Group ASA

Capital markets update

Oslo, 13 February 2020

Agenda

08:30 –
09:00
Light breakfast and registration
09:00 –
09:15
Q4 review Henning Olsen, CEO and Dag Fladby, CFO
09:15 –
10:00
Creating a Nordic leader in sustainable infrastructure Henning Olsen, CEO
Restoring profitability
Growth and expansion
10:00 –
10:10
Coffee break
10:10 –
11:00
Our markets
Finland Harri
Lukkarinen, MD Finland
Sweden Robert Röder, MD Sweden
Norway Henning Olsen, CEO
11:00 –
11:20
Group financial perspectives Dag Fladby, CFO
11:20 –
11:40
Summary and closing remarks CEO and CFO
Q&A
11:40 –
12:30
Lunch and mingling

2

Disclaimer

  • This draft presentation (hereinafter referred to as the "Presentation") has been prepared exclusively for information purposes, and does not constitute an offer to sell or the solicitation of an offer to buy any financial instruments.
  • This Presentation includes and is based on, among other things, forward-looking information and statements. Such forward-looking information and statements are based on current expectations, estimates and projections. Such forward-looking information and statements reflect current views with respect to future events and are subject to risks, uncertainties and assumptions. We cannot give any assurance as to the correctness of such information and statements.
  • Several factors could cause the actual results, performance or achievements of the companies mentioned herein 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, segment, 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 risks or uncertainties materialise, or should underlying assumption prove incorrect, actual results may vary materially from those described in this document. We do not intend, and do not assume any obligation, to update or correct the information included in this Presentation.
  • There may have been changes in matters which affect the companies herein subsequent to the date of this Presentation. Neither the issue nor delivery of this Presentation shall under any circumstance create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that the affairs of the company/companies have not since changed, and we do not intend, and do not assume any obligation, to update or correct any information included in this Presentation.
  • This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo City Court AS exclusive venue.

3

Creating a Nordic leader in sustainable infrastructure CEO – Henning Olsen

Created to capitalize on strong Nordic infrastructure markets

Scale established through consolidation Strong regional positions in attractive markets

Solid long-term growth in Nordic infrastructure

Good visibility on future activity levels

High barriers to entry

Large and growing maintenance backlog

More and larger multicapability enterprise

5

Offering the entire rail value chain and complementary services

Concrete works

Ports/Harbours

Groundwork

Water/wastewater

Recycling

Bulk transport

Our long-term ambitions

"Be the most attractive partner and employer of tomorrow's infrastructure"

  • Restore profitability through operational improvements
  • Capitalize on leading Nordic position and strong markets through profitable organic growth
  • Utilising Nordic capabilities to expand into complementary services

Position Strategic priorities 2024 financial ambitions

NOK 10 billion revenue

7% EBITA-margin

Short-term focus on restoring profitability through operational improvements

Key focus areas in 2020 and beyond

People: Attract and retain the right leadership, project managers and skilled workforce

Tender process: Strengthen project selection, risk assessment and pricing process

Execution: Strengthen execution model and portfolio governance

8

Environment Social Governance

Creating safe, low-carbon transport systems for efficient movement of people and goods

Providing safe and meaningful jobs for competent personnel, enabling efficient and profitable project execution

Ethical behaviour and welldeveloped governance framework in place for a sustainable and longterm profitable business

9

Sustainable infrastructure is a part of the solution

Restoring profitability

CEO – Henning Olsen

Margin recovery is the main short-term priority

  • Strong growth and margin for Civil and Environment in Norway, and Rail construction in Finland
  • Good execution on maintenance portfolio
  • Low machine utilisation in Finland
  • Rail and Civil construction in Sweden and Rail in Norway impacted by nonperforming projects

11

1,1 %

Improving performance in loss-making units is the key to short- and long-term margin recovery

Construction units performance1

2019 revenue NOK billion and EBITA margin2

Margin sensitivity

2019 Group EBITA margin scenarios

12

1) Performing: Civil construction in Norway and Rail Construction in Finland Non-performing: Rail construction in Norway and Rail-and Civil Construction in Sweden

We will implement best practices from performing units

Project margin: Performing unit

Example of project portfolio from one performing division

  • 26 projects to date
  • No project losses

Project margin: Non-performing units

Project portfolio Rail and Civil Sweden, and Rail in Norway

  • 58 projects
  • All loss-making construction projects tendered before H2 2019
  • 10 projects with estimated PTE (Project-To-End) loss
  • Net project adjustment in Q4 NOK ~130 mill

Four levers to improve profitability

Changes to management 1

New management implementing proven processes

Overhead reduction 3

4

2

Develop Group structure to support improvement processes and profitable growth

Key management changes in 2019

New PD Rail Construction

and belief in how to run a construction and maintenance company

15

Leadership built around proven processes

Win the right projects at the right price

A fact-based analytical approach throughout the tender process by:

  • Selecting projects based on competitive edge and commercial potential
  • Professionalising calculation process
  • Group-wide process for commercial risk assessments in tender phase
  • Analytical pricing approach based on systematic use of market intelligence

Operational excellence – do the projects right

Strengthen execution model and portfolio governance by:

  • Robust project organisation matching capabilities with project challenges
  • Strengthen resource planning and sub-contractor strategy
  • Contract management
  • Implement new risk management tools
  • Monthly processes for governance of production cost vs. actual completion rate

Disciplined tender approach to win the right projects at the right price

Catenary contract awarded after new tender approach

Project selection

  • Leverage scarce catenary work resources
  • Synergies with maintenance operations
  • Successful market assessment
Value Services Timeline
SEK 149m Electro
Groundwork
Award Q1'20
Execution
Q1'20-Q4'22

Österås-Bispgården, Ramsjö-Ljusdal, Storvik-Gävle

Strengthening execution model and portfolio governance

Build operational excellence – do the projects right

Organization

Ensure right people and competence

Execution strategy

Ensure access to resources required for risk-balanced execution

  • Resource planning
  • Sub-contracting strategy

Project Management

Develop robust plan and follow it

19

  • Process for project start-up
  • Progress plan
  • Identify critical processes
  • Control plan

Follow-up of critical processes

Resources and tools for early identification of deviations Implementing mitigating actions to maximize project performance

  • Management reviews
  • Cost control
  • Contract management
  • Risk management

Drammen-Gulskogen: A co-operation between Civil and Rail in Norway

Project selection

  • Preparatory ground and railway technical works for the Intercity program
  • Low number of competitors due to scope of rail technical work
  • Multidisciplinary delivery with Civil, Rail and Environment
Value Services Timeline
NOK 175m Electro
Track
Groundwork
Signal/telecom
Award Q4'19
Execution
Q1'20-Q3'21

Net overhead cost reduction of NOK 55 million

21

Local improvement programs ongoing to restore profitability

Sweden Rail
Norway
Finland
Improvement program started August 19 Improvement program started June 19 Initiatives ongoing from June 19
People
New Country Manager from 1 Sept

New project directors for Rail and Civil

Strengthen project management skills through
internal training and recruiting

New management team in place, proven resources in key
positions from Sept '19

Strengthen project management skills through internal
trainings and closer integration with Civil

Strengthen project management skills
through internal training and recruiting

New management group in Maintenance
Tender process
Improved tender process implemented from 2H
2019

Pricing discipline key to regain profitability

Improved tender selection, risk assessment and pricing
implemented from Q3 2019

Recruited proven resources on calculation on complex rail
construction projects

Group wide processes on tender process
and risk assessment to be implemented
Execution
Project-
and contract management, cost control
and risk management

Extracting operational synergies between Rail
Construction and Maintenance

Joint machine operations with Norway

Project-
and contract management, cost control and risk
management implemented from Q3 2019

Resource planning and sub-contractor strategy

Joint machine operations with Sweden

Cooperation with Civil on complex projects

Risk assessment to be implemented
on new projects

Reorganized machine operations and
optimize capacity

Capacity adjustments Maintenance

Group functions strengthened to lead, support and monitor implementation of improvement process and growth strategy

New group function

Risk management and project control

Common guidelines and minimum requirements for risk assessment and project control

Roll-out of methodology and training by group

Implementation on country level

New group function Reporting to GMT1 Reporting to GMT1

Talent management and employer branding

Develop employer branding strategy

Establish the NRC School and talent management processes

Implementation on country level

Machine operations

Group responsibility for Machine to facilitate best practice sharing

Merging Norwegian and Swedish machine unit to increase utilization and efficiency

Improvement programs

Bi-weekly steering groups on country level

Status report and follow-ups in group management team monthly

Enable and foster best-practice sharing

23

Group cost synergies contribute to improved profitability

24

Operational improvement to drive profitability

Profitability drivers

  • Overhead cost reduction program in 2020
  • Internal measures
    • New management in Sweden, Rail Norway and Group
    • Strengthening project selection and tendering processes
    • Operational excellence in project execution
  • Scale and margin effects from increased activity

Growth and expansion CEO – Henning Olsen

Mega trends drive strong growth in public infrastructure investments…

Population growth and urbanization

  • Strong population growth in urban areas
  • Immigration and internal migration to cities
  • Political consensus to upgrade rail infrastructure and maintain established routes
  • Rail-based systems enables safe and efficient mobility for people and goods with limited CO2 emissions and space requirements
  • Strong macro and socio-economic trends

Sustainability

  • Increasing need for environmentally sustainable and efficient transport solutions
  • Development of railway, metro and tram systems required to meet ambitions in the Paris agreement
  • Public commitment and financing through long-term National Transportation Plans ("NTP") provide long-term visibility and shift towards larger projects

…supported by a maintenance backlog of NOK 49 billion

Rail and metro systems Macro trends Market characteristics

Nor, Swe, Fi Change
2000-2018
Population +14%
Passengers +84%
Tons of freight volume +55%
Kilometers of railway +5%

Good visibility on future activity levels

Substantial maintenance backlog of NOK 49 billion

More and larger multicapability enterprise contracts

High barriers to entry

Low counterparty risk

9% annual growth expected in rail investments and maintenance spending

1) Norway: National budget 2020, National Railway Directorate NTP filings. Maintenance figures include Bane NOR operations and renewal. Excluding tram and metro 2) Sweden: National budget 2020, Swedish Transport Administration estimates for 2023-24; Maintenance is shown excluding renewal/Reinvestments. Excluding tram and metro 3) Finland: Finnish Transportation Agency, NRC Group estimates

NRC positioned in large and growing market with substantial short-term pipeline

Revenue ambition primarily driven by organic growth

Prioritising profitability in 2020

• Focus on operational improvement - flat revenue expected

Strong growth from 2021

  • Solid organic growth opportunities in rail and metro markets
  • Growth and expansion in complementary services
  • Bolt-on M&As to strengthen value chain and support complementary segments

Established Nordic positions offer low-risk growth and expansion opportunities

Growth requires a structured approach to developing the organisation

Bringing strategy to life
Group
strategy
Tomorrow in the making

Sum of bottom-up process and strategies

How to create more value as a group than separate entities
Safeguard
disciplined
execution for
Country
strategy
Identify tomorrow's requirements

Market development and project characteristics

Set targets

Identify key success factors
profitable growth
Systematic follow-up of
actions through quarterly
business reviews and
improvement program
progress
Country
action plan
Today's actions to secure tomorrow's performance

How to develop the organisation to reach long term goals

Allocation of actions, deadlines and responsibility

Build a strong performance culture based on NRC values

People and culture the foundation for profitable growth

Be the most attractive employer of tomorrow's infrastructure

  • Meaningful jobs creating sustainable infrastructure
  • A growth journey with Nordic opportunities
  • Create attractive career paths
  • Employer branding

Development and training of employees

  • Safety, environment, code of conduct
  • Leadership development
  • Project management skills
  • Annual review and career guidance

Our markets

Country Managing Directors and CEO

Harri Lukkarinen, MD

NRC Finland snapshot

37 1) VR Track figures for 2017 and 2018 are based on management accounts with estimated IFRS adjustments on financial lease. EBITA is excluding M&A costs. EURNOK 2017:9.30, 2018: 9.59. 2019 is reported figures.

Building tomorrow's infrastructure today

Alliance contract position reflected in EUR 180 million Jokeri Light Rail award in 2019

Part of the solution

4,000t reduction of CO2 emissions from transport in 2030

EUR 3.4m reduction of emission related costs from transport in the Helsinki area in 2030

70% particle emissions reduction

95% NOx reduction

Electricity produced by renewable energy

Market growth driven by renewal and light-rail investments

Railway spending expected to grow by 10% CAGR from 2019 to 2024

  • Light rail construction and renewal activity expected to grow sharply
  • Maintenance market expected to be stable

Market drivers

  • Historic railway investments insufficient to support population and passenger growth
  • Several new light rail projects planned
  • Rail maintenance backlog at EUR 1.1 billion
  • Finland to introduce 12-year NTP for 2020-2031, expected in spring 2020

Finland railway spending1

39

1) Finnish Transportation Agency, NRC Group estimates, reflects addressable market

NRC with unrivalled alliance project position

Alliance selected for final development plan for Helsinki's Crown Bridge

Involved in all five railway alliance projects awarded to date

Tampere project largest ongoing which is ~80% completed

EUR 180 million Jokeri Light Rail contract awarded in Q2 2019

Same alliance was in November selected for final development plan for Helsinki's Crown Bridge project

Potential of EUR 50-100 million for NRC Group Illustration: www.hel.fi

Railway maintenance position

2020 maintenance activity

  • 3 out of 12 maintenance area contracts
  • 2 out of 4 operating centre contracts (electricity maintenance)

Non-renewal of Maintenance Area 1 from April 2020 due to aggressive pricing

• Internal capacity adjustments initiated in Q4 2019

Management team changed as part of reorganisation and preparation for upcoming tenders

  • 3 maintenance contracts scheduled for tendering in 2020
  • Scheduled for start-up in 2021 and onwards
  • Target of profitable growth from 2020 level

Increased investments reflected in project pipeline

42 1) Public filings, NRC Group estimates 2) NRC Group estimates

Exploring expansion into complementary services

Finland summary and outlook

Growth in construction driven by light rail and renewal investments NRC with unrivalled alliance project position - the fundament for profitable growth Maintain leading position within rail technical works 1

2020 maintenance revenue will reflect loss of area 1 contract 2

Initiatives to right-size Rail maintenance to compensate for lost volume and profit Goal is to achieve growth from 2021 by winning new contracts

Ensure long-term profitable growth 3

Increase project management capacity and sub-contracting resources to facilitate Rail construction growth Assess potential expansion into complementary services in Civil and Environment

Robert Röder, MD

NRC Sweden snapshot

Building tomorrow's sustainable infrastructure at Søderåsbanan

SEK 221 million contract

Objective

Increase capacity and speed to 160 km/t for travellers in the Skåne region due to population growth

Provide commuters with a simple, safe and environmentally friendly alternative Contribute to reduced road traffic and future-oriented regional development

47

Scope

Rail technical works Groundwork New stations and pedestrian bridge Noise cancelling measures

National budget outline significant increase in railway spending

Market outlook is strong

• Increased tender pipeline following growth in public budgets

Renewal and investments are the main drivers of growth

  • Rapid growth in population and urbanisation not reflected in railway investments
  • Rail maintenance backlog has grown to SEK 18 billion
  • SEK 30 billion metro extension planned
  • Maintenance expected to be flat

Railroad operations and maintenance Investments

Market recovery reflected in strong tender pipeline

SEK 15 billion addressable market1

(SEK billion, 2020 estimate)

SEK 6.3 billion tender pipeline2

(SEK million value, # of tenders, next 9 months)

NOK 300-800m NOK 100-300m NOK 30-100m

1) Public filings, NRC Group estimates 2) NRC Group estimates

Local improvement programs to enable efficient turnaround

People
New Country Manager from 1 Sept

New project directors for Rail and Civil

Strengthen project management skills through internal
training and recruiting
Tender
process

Improved tender process implemented from
2H 2019

Pricing discipline key to regain profitability
Execution
Project-
and contract management, cost control and risk
management

Extracting operational synergies between Rail
Construction and Maintenance

Joint machine operations with Norway
Overhead
Personnel, consultants and locations

Improve resource utilization to reduce
production overhead

Structured turnaround targeting key areas of improvement Example

Areas of improvement

Sweden summary and outlook

Significant market growth 1

More than SEK 6 billion in estimated tender opportunities for the next nine months Stockholm metro SLL maintenance contract tender expected late 2020

Focus on profitability in 2020 2

New management to drive turnaround in all segments Professionalise tender selection process, risk assessment and pricing strategy Developing key project management and execution skills Realize synergies from merger with VR Track Sweden

Profitable growth beyond 2020 3

Utilise strong market growth by leveraging new tendering and execution models

NRC Norway

Henning Olsen, CEO

NRC Norway snapshot

Storgata tramline upgrade in Oslo – a Civil and Rail co-project

Part of the solution

Environmental impact a key selection criteria for winning the contract

Focus on local solutions

Fossil-free construction site

NRC Group is utilizing electric excavators and trucks

Other machinery is fuelled by biodiesel

Modernization of parts of the water and wastewater network

Value Services
NOK 360m Track
Electro
Groundwork
Water/
wastewater

Project management from Civil – forming a basis for new execution model

Synergies between Rail, Civil and Environment

Substantial enterprise contract with strong performance

Environmental offering adds to Rail and Civil competitiveness

Environmental offering supports Rail and Civil construction projects

Drammen – Gulskogen (UDK33) Storgata - Oslo Holtet Base - Oslo

  • Ground removal
  • Demolition
  • Reuse of demolition materiel
  • Environmental preparedness

  • Fossil-free construction site
  • Electric excavators and wheel loader
  • Other machinery on biodiesel
  • Water and wastewater modernisation
  • Water treatment plant

  • Water and wastewater work
  • Groundwork
  • Demolition
  • 90% recycling of construction waste

Government commitment to over 100% increase in railway spending in current NTP period

Rail spending of NOK 328 billion, increase of 108% in new NTP for 2018–2029

  • Infrastructure investments have not kept up with population growth
  • Growing rail maintenance backlog of NOK 19 billion
  • Tram line renewal underway, new metro lines planned

Privatisation of rail maintenance market

• Total of 10 maintenance areas to be awarded between 2021 and 2026

Investments and investment planning

Operations, maintenance and renewal (partly non-adressable)

Disciplined tendering in market with high contracting activity

Improvement processes underway to restore profitable growth for Rail Norway

People
New management team in place, proven resources in key
positions from September 2019

Strengthen project management skills through internal trainings
and closer integration with Civil
Tender
process

Improved tender selection, risk assessment and pricing
implemented from Q3 2019

Recruited proven resources on calculation on complex rail
construction projects
Execution
Project
-
and contract management, cost control and risk
management implemented from Q3 2019

Resource planning and sub
-contractor strategy

Joint machine operations with Sweden

Co-operation with Civil on complex projects
Overhead
Reduction of administration costs

Improve resource utilization to reduce production
overhead

Exploring expansion into complementary services

Norway summary and outlook

Growing addressable market and maintenance backlog 1

The Norwegian government is committed to over 100% increase in railway spending going forward NOK 8.1 billion tender pipeline next nine months Privatisation of rail maintenance

Restore profitability in Rail 2

Strengthen calculation, risk and tender selection with proven resources Improve project execution model and leverage cross-border capabilities Synergies with Rail segment and project management expertise from Civil

Ensure long-term profitable growth 3

Civil and environment expected to maintain high margins and continuing strong growth Further potential in entering upcoming Rail maintenance contracts

Group financial perspectives

CFO Dag Fladby

Operational improvements to restore profitability

Profitability drivers

  • Non-performing projects to be finalised in 2020 2021
  • Internal measures
      1. Changes to management
      1. New management implementing proven processes in tender selection, risk assessment and project execution
      1. Overhead reduction of NOK 55 million
      1. Develop Group structure to support improvement processes and profitable growth
  • Profitable growth in existing and complementary services
  • 2020 margin target is to exceed adjusted 2019 level
  • 2021 target is an EBITA margin up towards 5% and then gradual improvements towards 2024 ambition

Order book characteristics

Share of zero margin projects by execution NOK million

  • Non-performing projects make up 7% (NOK 525 million) of total order book
  • Zero margin contribution expected to completion
  • 74% scheduled for completion in 2020, rest by 2021
  • Q4 2019 net project margin adjustments of NOK -110 million

Order book by project type NOK million

  • Total orderbook NOK 7 151 million
  • Public customers 95% of order book, private 5%
  • 340 active projects (Q4 2019)
  • 135 customers in (Q4 2019)
  • Average project duration 25 months

NRC positioned in large and growing market with substantial short-term pipeline

1) Public filings and NRC Group estimates, includes Fornebubanen project in Norway 2) Addressable for NRC Group, company estimates

Strong growth from 2021

• Focus on operational improvement - flat revenue expected

Strong growth from 2021

  • Solid organic growth opportunities in rail and metro markets
  • Growth and expansion in complementary services
  • Bolt-on M&As to strengthen value chain and support complementary segments

Order intake supports organic growth

Order book execution by country NOK million

Book to bill ratio

Period order intake/revenue

Diversified financing and improved debt structure

Balance sheet events in 2019

  • Issued NOK 600 million 5-year senior unsecured bond (Sep)
  • Sale of non-core Design business (Nov)
    • Net proceeds of ~ NOK 400 million used to repay bank debt
  • Cash position of NOK 154 million
  • Undrawn Revolver Credit Facility of NOK 200m
  • 2019 net repayment of interest bearing debt excluding leasing of NOK 528 million

Bank and bond maturities NOK million

68

Continued strong cash flow focus

  • Working capital usually builds up through the year and drops in Q4 due to projects being finalized and paid for before year end
  • NRC Group Finland consolidated from Q1 2019 with sharp increase in working capital with a one quarter lag effect

Cash flow from operations

  • Strong cash conversion
  • Continued focus to improve cash from operations

Financial ambitions

A Nordic leader in sustainable infrastructure with NOK 10 billion of revenue in 2024

2020 expected in line with 2019, focus on profitability

2021-2024 strong organic growth and bolt-on M&As

Returning to industry-leading profitability – EBITA 7% in 2024

Operational improvements to gradually restore profitability from 2020 and onwards

Growth Profitability Capital structure and return

Leverage: NIBD/EBITDA <2.5x

Dividend policy:

"Subject to a satisfactory underlying financial performance, it is NRC Group's ambition over time to distribute as dividend a minimum of 30% of the profit for the year. The target level will be subject to adjustment depending on possible other uses of funds"

Summary CEO and CFO

Our long-term ambitions

"Be the most attractive partner and employer of tomorrow's infrastructure"

  • Restore profitability through operational improvements
  • Capitalize on leading Nordic position and strong markets through profitable organic growth
  • Utilising Nordic capabilities to expand into complementary services

Position Strategic priorities 2024 financial ambitions

NOK 10 billion revenue

7% EBITA-margin

Appendix and analytical information

73

Board of Directors

Helge Midttun (1955)

Chairman of the Board

Helge Midttun has wide experience from many industries. He 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, Sonans, Atlantis Vest. Midttun holds 110,000 shares in NRC Group. He has held the position as Chairman of the Board of Directors in NRC Group since December 2015.

Brita Eilertsen (1962)

Board member

Brita Eilertsen has more than 15 years of experience from investment banking and consulting. She has held Board positions in several listed and private companies within different industries since 2005. Eilertsen is currently a Board member of Pareto Bank, Axactor and Next Biometrics, in addition to NRC Group. She holds a "Siviløkonom" degree in from the Norwegian School of Economics (NHH) and is a Certified Financial Analyst. Eilertsen currently holds no shares in the company. Member of the Board of NRC Group since May 2015.

Kjersti Kanne (1968) Board member

Kjersti Kanne has 25 years of operational experience and technical expertise from the oil & gas industry. She is Director for Digital Engineering of the Oilfield Equipment division of Baker Hughes, a GE company, and has previously held various senior positions in General Electrics, ABB and VetcoGray. Kanne holds a Master of Science (MSc) from the Norwegian University of Science and Technology. Kanne holds 1,500 shares in NRC Group. Member of the Board of NRC Group since September 2015.

Harald Arnet (1961) Board member

Harald Arnet 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. Arnet represents Datum Invest AS which holds 1,300,000 shares in NRC Group. Arnet holds 100,000 shares in NRC Group. Member of the Board of NRC Group since August 2015.

Mats Williamson (1958) Board member

Mats Williamson has more than 35 years of experience from various positions within the Skanska Group. Williamson has been Executive Vice President for the Skanska Group, Business Unit President for Skanska's construction activities in Sweden and UK and Project Director for the Öresund Bridge. Williamson holds a MSc in Civil Engineering from Lund Institute of Technology and has an AMP from Harvard Business School. He has held positions as Board member in several companies in Sweden. Williamson currently holds no shares in the company. Member of the Board of NRC Group since July 2018.

Rolf Jansson (1969) Board member

Rolf Jansson is currently President and CEO of VR Group, Finnish Railways. Earlier he was Senior Vice President of Corporate Development and Logistics at VR Group. Before joining VR Group Jansson worked in investment banking at Nordea Corporate Finance and holds extensive experience from management consulting primarily at Booz Allen Hamilton. Jansson is currently a Board member at Sarlin Group, Varma Mutual Pension Insurance Company and East Office of Finnish Industries. Jansson represents VR Group Oy which holds approximately 18% of the shares in NRC Group. Jansson currently holds no shares in the company. Member of the Board of NRC Group since January 2019.

Eva Nygren (1955)

Board member

Eva Nygren has more than 35 years of operational experience in the building and civil engineering industry, including as Director of Investment at Swedish Transport Administration, President and CEO of Rejlers and President of Sweco Sverige. She is currently active as a professional Board member and Chairman in several stock exchange listed, private and state-owned companies in the Nordics. Nygren currently holds 1,000 shares in the company. Member of the Board of NRC Group since January 2019.

74

Executive management

Henning Olsen (1978)

CEO NRC Group Olsen comes from the position as executive vice president in AF Gruppen, where he has been responsible for the Building business area in Norway since 2016. His previous roles in AF Gruppen include head of AF Eiendom, financial director within AF Bygg Oslo and group controller. Before joining AF Gruppen in 2010, he has been employed at Statkraft and Boston Consulting Group. Henning holds a Master of Science degree in Business from BI Norwegian Business School (2003). He holds 28,000 shares in the company.

Harri Lukkarinen (1970)

MD NRC Finland Lukkarinen has more than 20 years of railway industry experience. He was previously CEO of VR Track Oy and director for infrastructure projects at CMC Terasto Oy which was part of Pöyry Group. He served as a management team member of VR Group. Lukkarinen has been managing director of NRC Finland since January 2019 and holds 670 shares.

Robert Röder (1965) MD NRC Sweden

Röder has more than 35 years of railway industry experience. He was previously CEO of Strukton Rail Scandinavia and board member of Strukton Rail Group. Röder has executed and managed several large infrastructure projects. Röder has been managing director of NRC Sweden since September 2019. Röder currently holds no shares in the company.

Alfred Beck (1973) Legal councel

Beck has a legal and investment banking background. He has extensive experience within general corporate law and corporate finance and has been involved with structuring and executing more than 275 ECM and M&A transactions. Beck holds an Executive MBA from Norwegian School of Economics (NHH) and a Cand.jur degree from the University of Bergen. Beck holds 75,000 share options in the company.

Dag Fladby (1968) CFO NRC Group

Fladby has a broad managerial background from different industries, including CEO and CFO with Scandinavian Beverage Group, investment director with Norwegian Property ASA, CFO at Holta Invest and finance director with the Norwegian Armed Forces Logistical Organisation (FLO.) Fladby has been CFO of the company since March 2016. He holds 49,400 shares and 75,000 share options in the company.

Hans Olav Storkås (1966)

MD NRC Norway

Storkås has more than 25 years' experience from the construction industry. He has held leading positions as director in AF Gruppen and Lemminkainen. In addition, Storkås founded a construction company that was sold to Lemminkainen. Storkås holds a Master of Civil Engineering Degree (NTH 1989), 22,170 shares and 37,500 share options.

Mirka Nevala (1978)

EVP strategy and corporate development NRC Group

Nevala has a background from Boston Consulting Group, where she spent close to nine years consulting tens of companies on three continents. Nevala joined VR Track Oy in March 2017. With VR Track, she acted as VP of Strategy and MD of VR Track Sweden AB. With NRC Group, she has acted as VP Design business. Currently, she holds the positions of EVP strategy and corporate development at NRC Group and VP strategy at NRC Finland. Nevala has M.Sc. in Eng. and M.Sc. in Adm./Econ. She holds 670 shares.

Minttu Vilander (1981)

Head of Communications and Brand NRC Group

Vilander has 15 years of experience from several positions related to communications, PR and brand building. Before joining VR Track Oy in September 2019 she was working as a communications manager at civil engineering and consulting company Granlund. Before that she was working as a communications adviser in political field. Currently, she holds the positions of Head of Communications and Brand at NRC Group and leads the NRC Group Finland's communication team as Communications Manager. Vilander has M.A. from University of Jyväskylä. She holds 670 shares.

Segments – key figures quarterly development

Reported Reported Reported Reported Reported Reported Reported Reported
Norway operations (NOK million) FY 2016 FY 2017 FY 2018 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Q3 2019 Q4 2019 FY 2019
Total revenue 604 771 1 598 212 335 421 630 470 545 683 583 2 281
EBITDA* 13 43 136 -1 26 46 65 14 65 75 47 200
EBITA* 2 21 96 -7 19 36 48 -5 43 52 23 112
EBIT* -2 5 75 -13 16 33 39 -13 35 45 17 84
Sweden operations (NOK million) FY 2016 FY 2017 FY 2018 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Q3 2019 Q4 2019 FY 2019
Total revenue 1 371 1 613 1 591 316 498 433 344 299 411 460 370 1 539
EBITDA* 173 221 27 9 46 32 -60 -7 -13 14 -71 -77
EBITA* 160 198 -8 2 38 23 -71 -20 -24 2 -83 -125
EBIT* 136 179 -16 1 37 17 -71 -20 -24 2 -83 -125
Finland operations (NOK million) FY 2016 FY 2017 FY 2018 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Q3 2019 Q4 2019 FY 2019
Total revenue 361 601 712 713 2 388
EBITDA* 4 64 70 53 191
EBITA* -13 45 55 29 116
EBIT* -24 35 45 19 75

A partner in reducing Nordic CO2 emissions

Green transport Sustainable urbanisation

52,2

Norway emissions 2018 (mt CO2 )

16,5

Tampere light-rail

Maritime disruption

Port upgrades for electric ferries

Infrastructure for first-ever zero emission, autonomous ship

77

Diversified contract structures

Contract type Description
Execution
contracts

NRC delivers bid on work predefined by the client

Deviations from predefined work to be paid by client upon documentation by NRC
Turnkey contracts
NRC is responsible for the design and construction from inception to completion
Alliance contracts
Used in Finland on some larger contracts

Collective obligations create shared risk/reward, ensuring early involvement of parties

Lowest level of profitability is zero margin
Sub-contractor
Typically standardized contracts. Tries to be favourable for NRC with hourly rates or similar, but usually back to back with
the contractor
Maintenance contracts
Base fee as retainer with predefined work and rates. All work is documented on a running basis and billed accordingly

Alliance project model illustration

Alternative performance measures and definitions

Alternative performance measures are used to describe the development of operations and to enhance comparability between periods. These are not defined under IFRS but correspond to the methods applied by Group management and Board of Directors to measure the Company's financial performance. Alternative performance measures should not be viewed as a substitute for financial information presented in accordance with IFRS but rather as a complement. The Group believes that APMs such as EBITA excluding M&A expenses are commonly reported by companies in the markets in which it competes and are widely used by investors in comparing performance on a consistent basis without regard to factors such as depreciation on intangible assets and M&A expenses, which can vary significantly depending upon accounting methods (in particular when acquisitions have occurred) or based on non-operating factors. Accordingly, the Group discloses these APMs to permit a more complete and comprehensive analysis of its underlying operating performance relative to other companies and across periods, and of the Group's ability to service its debt. Because companies may calculate EBITA and EBITA margin differently, the Company's presentation of these APMs may not be comparable to similar titled measures used by other companies.

Contract value The amount stated in the contract for contract work excluding VAT.
EBITA Operating profit plus amortisations on intangible assets, including intangible assets such as customer relations and order backlog accounted for as
part of the purchase price allocation under business combinations.
EBITA margin EBITA in relation to operating revenue.
EBITDA EBITA plus depreciations on fixed assets and right-to-use assets.
M&A expenses Expensed external costs related to merger and acquisitions, including any subsequent adjustments to the final settlement of contingent
considerations that is not included in the final purchase price allocation.
Net interest-bearing debt (NIBD) Total interest-bearing liability including liability related to financial and operating lease agreements less cash and cash equivalents.
Order backlog / order book Total nominal value of orders received less revenue recognised on the same orders.
Organic growth Total revenue growth compared to comparable numbers for the same period prior year including full year revenue effect (proforma)
for any acquired
business.