NRC Group — Major Shareholding Notification 2015

Nov 10, 2015

Mandatory notifications of trade and disclosure of shareholdings

Mandatory notifications of trade and disclosure of shareholdings

Oslo, 10 November 2015

Reference is made to announcements from NRC Group ASA

(the "Company") on 9 and 10 November 2015 regarding a

private placement of a total of 4,375,000 new shares

and 250,000 existing shares in the Company

(the "Private Placement").

The following primary insiders of the Company (or

related parties of such) have subscribed for and been

allocated shares in the Private Placement:

- Datum AS, a company represented on the board

of directors of the Company through board member

Harald Arnet, has subscribed for and been allocated

1,000,000 shares in the Private Placement. Together

with existing holdings, Datum AS will hold 5,100,000

shares in the Company, which will be equal to an

aggregate shareholding of approximately 15.89% of the

shares and votes in the Company.

- Charlotte Holding AS, a company controlled by

Head of NRC Rail Division Øivind Horpestad, has

subscribed for and been allocated 25,000 shares in the

Private Placement. Together with existing holdings,

Charlotte Holding AS will hold 1,928,008 shares in the

Company, which will be equal to an aggregate

shareholding of approximately 6.01% of the shares and

votes in the Company. In addition, Charlotte Holding

AS has previously entered into a forward contract for

the purchase of an additional 500,000 shares in the

Company, which upon delivery will increase the

ownership to approximately 7.57%.

- Sora AS, a company controlled by Managing

Director Rail Alfred Beck, has subscribed for and been

allocated 25,000 shares in the Private Placement.

Together with existing holdings, Sora AS will hold

385,000 shares in the Company, which will be equal to

an aggregate shareholding of approximately 1.20% of

the shares and votes in the Company. In addition, Sora

AS has previously entered into a forward contract for

the purchase of an additional 40,000 shares in the

Company, which upon delivery will increase the

ownership to approximately 1.32%.

- Cipriano AS, a company controlled by observer

to the board, Einar Greve, has subscribed for and been

allocated 125,000 shares in the Private Placement.

Together with existing holdings, Cipriano AS will hold

225,000 shares in the Company, which will be equal to

an aggregate shareholding of approximately 0.70% of

the shares and votes in the Company.

All subscriptions in the Private Placement are done at

a price of NOK 40 per share.

The issuance of new shares in the Private Placement

will result in the number of issued shares in the

Company increasing to 32,089,233. This will result in

the following thresholds for disclosure of

shareholdings being crossed:

- Urbex Invest AS holds 5,571,828 shares in the

Company, which will be equal to an aggregate

shareholding of approximately 17.36% of the shares and

votes in the Company, i.e. less than the 20%

threshold. In addition, Urbex Invest AS has previously

entered into a forward contract for the purchase of an

additional 850,000 shares in the Company, which upon

delivery will increase the ownership to approximately

20.01%.

- Sogn Invest AS will after delivery of shares

in the Private Placement hold 1,346,046 shares in the

Company, which will be equal to an aggregate

shareholding of approximately 4.19% of the shares and

votes in the Company, i.e. less than the 5% threshold.

In addition, Sogn Invest AS has previously entered

into a forward contract for the purchase of an

additional 300,000 shares in the Company, which upon

delivery will increase the ownership to approximately

5.13%.

- Joel Skönvall Invest AB will after delivery of

shares in the Private Placement hold 1,468,782 shares

in the Company, which will be equal to an aggregate

shareholding of approximately 4.58% of the shares and

votes in the Company, i.e. less than the 5% threshold.

- Daniel Nilsson and JSDN Holding AB (related

parties) will after delivery of shares in the Private

Placement hold an aggregate of 1,459,234 shares in the

company, which will be equal to an aggregate

shareholding of approximately 4.55% of the shares and

votes in the Company, i.e. less than the 5% threshold.

- Progema AB holds 1,434,234 shares in the

Company, which will be equal to an aggregate

shareholding of approximately 4.47% of the shares and

votes in the Company, i.e. less than the 5% threshold.

This notification is made with reference to Sections

4-2 and 4-4 of the Norwegian Securities Trading Act.