NRC Group — M&A Activity 2016

May 20, 2016

NRC Group acquires Railcap

NRC Group acquires Railcap

Acquisition of Railcap AS

NRC Rail Group AS, a wholly owned subsidiary of NRC

Group ASA ("NRC Group" or the "Company") has today

entered into final transaction documents for the

acquisition of Railcap AS ("Railcap"). The transaction

is expected to be completed later today.

Railcap is a rail signalling specialist contractor in

Norway, which carries out railway installations, test

and commissioning, construction and design.

The acquisition will significantly strengthen the

Company's signalling resources and strengthen NRC

Group's market position in general. Furthermore, the

acquisition will enable NRC Group to undertake larger

projects where signalling work is a vital and

integrated part going forward.

Øivind Horpestad, CEO of NRC Group comments:

"Signal competence is a scarce resource in the

Norwegian railroad construction sector. In addition to

pure signal projects, a number of other large projects

is highly dependent on signal competence and capacity.

The focus on signalling system improvements is also

rapidly increasing. The coming ERTMS project, to

convert the Norwegian signal systems to the European

signal standard, will be the largest signal project

ever undertaken in Norway, with a direct investment

frame of up to NOK 12bn and up to NOK 30bn including

associated work. By acquiring Railcap NRC Group will

have one of the leading signalling companies in-house,

which will significantly strengthen our ability to

capture the most attractive signal projects being

offered over the coming years."

NRC Group will acquire 100% of the shares in Railcap

for an enterprise value of NOK 48.0 million as per 31

December 2015. The acquisition will be financed by

payment in cash of approximately NOK 28.8 million and

by the issuance of 366,879 new shares in the Company

(the "Consideration Shares"). The Consideration Shares

will be subject to a lock-up period of 18 months.

The shareholders of Railcap have guaranteed a minimum

EBT in 2016 of NOK 6.1 million.

About Railcap

Railcap is a rail signaling specialist contractor in

Norway which carries out railway installations, test

and commissioning, construction and design.

Railcap was established in 2014. In 2015, the company

reported revenues of NOK 28.6 million with normalized

EBITDA of NOK 7.2 million. As of 31 December 2015, the

company's reported total assets amounted to NOK 13.2

million.

The company currently has 15 employees, the vast

majority with background from Jernbaneverket and other

railway specialists. Railcap and its employees have a

broad experience with management/implementation of

railway engineering projects, including ERMTS projects.

Railcap is led by managing director Are Sandersen.

Railcap will be organized as a separate subsidiary

under the NRC's Norwegian Rail business with the

existing management and employees continuing

operations.

* * *

NRC Group will further elaborate on the acquisition of

Railcap and present its Q1 2016 report later today, 20

May 2016, and invites investors, analysts and media to

attend a presentation at Arctic Securities at 11:00

CET.

For further information, please contact:

CEO Øivind Horpestad, telephone: +47 91 00 06 26 or

CFO Dag Fladby, telephone: +47 90 89 19 35.

About NRC Group:

NRC Group is a leading company within the Nordic

infrastructure market. The group operates within two

business segments, Rail and Geo.

RAIL: The Rail division is a fully integrated rail

infrastructure contractor covering the Norwegian and

Swedish markets. The Rail division is a full-range

supplier for the construction of all types of rails

including train, tram and subway. Main service

offerings include ground work, specialized track work,

power supply and signalling work. The Rail division

has all the necessary approvals to work within the

train, tram and subway segments.

GEO: The Geo division operates within acquisition,

processing and modelling of geographic information.

The Geo division supplies a wide range of mapping and

geographic services that satisfy various standards and

specifications, in addition to customized client

solutions.

This information is subject of the disclosure

requirements pursuant to section 5-12 of the Norwegian

Securities Trading Act.