NRC Group — Share Issue/Capital Change 2015

Jun 22, 2015

NRC Group ASA announces private placement of new shares fully subscribed by members of the management team and Datum AS

NRC Group ASA announces private placement of new shares fully subscribed by members of the management team and Datum AS

NRC Group ASA ("NRC" or "Company") has received

subscriptions for 3,111,111 new shares in the

Company at a subscription price of NOK 27 per share.

1,111,111 shares have been subscribed for by members

of the Company's management team, and 2,000,000

shares have been subscribed for by Datum AS

("Datum"), a leading Norwegian investment company.

In addition, Datum has entered into bilateral share

purchase agreements with individual shareholders of

the Company, where Datum purchases an aggregate of

2,000,000 existing shares in the Company.

The board of directors will call for an

extraordinary general meeting ("EGM") to be held on

or about 10 August 2015 to resolve the share issue.

Shareholders representing more than 2/3 of the

shares and votes in the Company have irrevocably

committed to vote in favour of the share issue.

Harald Arnet, CEO of Datum, will be proposed as a

new board member of NRC.

Trygve Bruland, chairman of the board of directors

of NRC, said "NRC is pleased to announce the

investment in the Company by Datum, and to have

Harald to become member of our board of directors.

Datum is an investor with substantial experience,

network and resources who will strengthen the

Company in its further development. We are also

pleased to see the high interest to invest in our

Company by key members of our management team. With

this share issue, and the two new acquisitions we

also announce today, we become a stronger company

and are in an even better position to benefit from

the positive outlook for our industry"

Harald Arnet, CEO of Datum, said "we are excited to

participate in a company which has a unique position

in the fast growing infrastructure market in

Scandinavia".

The board of directors will propose to the EGM to

conduct a subsequent repair share issue (the "Repair

Issue") of up to 370,370 new shares at a

subscription price of NOK 27 per share towards

existing shareholders as of the end of 19 June 2015

(as registered in the VPS as of the end of 23 June

2015) that did not receive an invitation to

subscribe for shares in the private placement.

Further terms and conditions related to the Repair

Issue will be announced in due course.

The new shares issued in the private placement will

not be listed or tradable on Oslo Børs until a

listing prospectus for such shares has been approved

by the Norwegian Financial Supervisory Authority and

published by the Company, expected to take place in

August 2015.

Contact persons:

- Trygve Bruland, chairman of the board of

directors NRC Group ASA, mobile +47 41146000

- Harald Arnet, CEO of Datum AS, mobile +47

90844066