NRC Group — Major Shareholding Notification 2016

Nov 18, 2016

Flagging and notification of trade in NRC Group ASA

Flagging and notification of trade in NRC Group ASA

Kristian G. Lundkvist, who is member of the of the

board of directors of NRC Group ASA ("NRC"), is

(indirectly) the majority shareholder of Urbex Invest

AS ("Urbex"), through the companies Middelborg AS and

Merckx AS.

Urbex owns 4,407,033 shares in NRC representing

approximately 12.5% of the total shares and votes in

the Company, and 15.2% including an outstanding

forward contract on 975,000 shares in NRC.

On 17 November 2016, Urbex has purchased 975,000

shares in NRC at a price of NOK 44.438 per share in

accordance with the terms of the forward contract

entered into on 25 May 2016. Furthermore, Urbex has

entered into a new forward contract to purchase

975,000 shares at a price of NOK 66.01 per share. The

term of the forward contract is six months, with

expiry on 19 May 2017. At the same time, Urbex has

sold 975,000 shares to the counterparty in the forward

contract, at a price of NOK 64.95 per share.

Furthermore, Urbex has on 17 November 2016 entered

into another forward contract to purchase 700,000

shares at a price of NOK 71.21 per share. The term of

the forward contract is six months, with expiry on 18

May 2017. At the same time, Urbex has sold 700,000

shares to the counterparty in the forward contract, at

a price of NOK 70.50 per share.

After completion of the transaction, Urbex will own

3,707,033 shares in NRC (excluding the 1,675,000

shares covered by the aforementioned forward

contracts), representing approximately 10.5% of the

total shares and votes (and 15.2% of the total shares

and votes including the forward contract).

Including the forward contracts, the number of shares

and votes are unchanged.

Following registration of the share capital issued in

the private placement completed by NRC on 17 November

2016, the shares owned by Urbex will represent 9.7% of

the shares and votes of NRC excluding the forward

contract, and 14.0% including the forward contracts.

This notification is made with reference to Sections 4-

2, 4-3 and 4-4 of the Norwegian Securities Trading Act.