NRC Group ASA

Prospectus

NRC Group ASA

(a public limited liability company organized under the laws of the Kingdom of Norway) Business registration number: 910 686 909

Subsequent Offering of up to 375,000 Offer Shares Subscription Price: NOK 40 per Offer Share Subscription Period: From 7 December 2015 to 18 December 2015 at 16:30 CET

Listing of up to 4,460,250 new shares on the Oslo Stock Exchange, out of which 1,605,000 shares have been issued in Tranche 2 of a completed private placement (the “Private Placement”), 2,480,250 shares issued in connection with the acquisitions of Segermo Entreprenad Aktiebolag (“Segermo”) (the “Consideration Shares”) and up to 375,000 shares will be issued connection with a subsequent offering (the “Offer Shares”), all with a nominal value of NOK 1 per share.

NRC Group ASA (the “Company”, together with its subsidiaries the “Group”) is offering up to 375,000 Offer Shares in the Company with a nominal value of NOK 1 each at a subscription price of NOK 40 per Offer Share (the “Subsequent Offering”). Holders of the Company’s shares (the “Shares”) as of 9 November 2015, as registered in the Norwegian Securities Depository (the “VPS”) as of 11 November 2015 (the “Record Date”) who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action and who were not allocated Shares in the Private Placement (the “Eligible Shareholders”) are being granted non-tradable subscription rights (the “Subscription Rights”) that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares in the Subsequent Offering. Eligible Shareholders will be granted 0.0639 Subscription Rights for each Share held. Each Subscription Right will give the right to subscribe for one (1) Offer Share. The subscription period commences on 7 December 2015 and expires on 18 December 2015 at 16:30 CET (the “Subscription Period”).

Subscription Rights that are not used to subscribe for Offer Shares before expiry of the Subscription Period will have no value and will lapse without compensation.

The Company is not taking any action to permit a public offering of the Subscription Rights or the Offer Shares in any jurisdiction outside Norway. The Offer Shares are being offered only in those jurisdictions in which, and only to those persons to whom, offers of the Offer Shares (pursuant to the exercise of Subscription Rights or otherwise) may lawfully be made. For more information regarding restrictions in relation to the Subsequent Offering pursuant to this Prospectus, please see Section 16 “Selling And Transfer Restrictions ”.

Investing in the Company’s shares, including the Offer Shares involves certain risks. See Section 2 “Risk Factors ”.

Managers:

Arctic Securities Carnegie DNB Markets

4 December 2015

Prospectus – NRC Group ASA

IMPORTANT INFORMATION For the definition of certain capitalised terms used throughout this Prospectus, please see Section 18 “Definitions And Glossary Of Terms” which also applies to the front page. Readers are expressly advised that the Shares are exposed to financial and legal risk and they should therefore read this Prospectus in its entirety, in particular Section 2 “Risk Factors”. The contents of this Prospectus are not to be construed as legal, financial or tax advice. Each reader should consult his, her or its own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice.

This Prospectus, dated 4 December 2015 has been prepared by NRC Group ASA in order to provide a presentation of the Group in connection with the listing of 1,605,000 Shares issued in Tranche 2 of the Private Placement, the Consideration Shares and the offering and listing of the Offer Shares in the Subsequent Offering. This Prospectus has been prepared to comply with the Securities Trading Act sections 7-2 and 7-3 and related legislation and regulations, including the Commission Regulation (EC) No. 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council. This Prospectus has been prepared solely in the English language.

The Prospectus has been reviewed by the Financial Supervisory Authority of Norway (the “Norwegian FSA”) on 4 December 2015 in accordance with the sections 7-7 and 7-8 cf. sections 7-2 and 7-3 of the Norwegian Securities trading Act. The approval given by the Norwegian FSA only relates to the Company’s descriptions pursuant to a pre-defined checklist of requirements. The Norwegian FSA has not made any form of control or approval relating to corporate matters described in or otherwise covered by this Prospectus. This Prospectus is valid for a period of 12 months from the date of approval by the Norwegian FSA.

The information contained herein is as of the date of this Prospectus and subject to change, completion and amendment without notice. In accordance with section 7-15 of the Securities Trading Act, any new circumstance, material error or inaccuracy relating to information included in this Prospectus, which may have significance for the assessment of the Shares, and arises between the date of this Prospectus and before the Offer Shares are listed on the Oslo Stock Exchange, will be presented in a supplement to this Prospectus. Publication of this Prospectus shall not create any implication that there has been no change in the Company’s affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus.

All inquiries relating to this Prospectus must be directed to the Company. No other person is authorised to give information or to make any representation in connection with the listing of the 1,605,000 Shares issued in Tranche 2 of the Private Placement, the Consideration Shares or the offering and listing of the Offer Shares. If any such information is given or made, it must not be relied upon as having been authorised by the Company or by any of the employees, affiliates or advisers of any of the foregoing.

No action has been or will be taken in any jurisdiction other than Norway by the Company that would permit the possession or distribution of this Prospectus, any documents relating thereto, or any amendment or supplement thereto, in any country or jurisdiction where this is unlawful or specific action for such purpose is required. The distribution of this Prospectus in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus may come are required by the Company to inform themselves about and to observe such restrictions. The Company shall not be responsible or liable for any violation of such restrictions by prospective investors. The restrictions and limitations listed and described herein are not exhaustive, and other restrictions and limitations in relation to this Prospectus that are not known or identified at the date of this Prospectus may apply in various jurisdictions. This Prospectus serves as a listing prospectus as required by applicable laws and regulations only. This Prospectus does not constitute an offer to buy, subscribe or sell any of the securities described herein, and no securities are being offered or sold pursuant to it.

The securities described herein have not been and will not be registered under the US Securities Act of 1933 as amended (the “US Securities Act”), or with any securities authority of any state of the United States. Accordingly, the securities described herein may not be offered, pledged, sold, resold, granted, delivered, allotted, taken up, or otherwise transferred, as applicable, in the United States, except in transactions that are exempt from, or in transactions not subject to, registration under the US Securities Act and in compliance with any applicable state securities laws.

This Prospectus is subject to Norwegian law, unless otherwise indicated herein. Any dispute arising in respect of this Prospectus is subject to the exclusive jurisdiction of the Norwegian courts with Oslo District Court as legal venue in the first instance.

Prospectus – NRC Group ASA

TABLE OF CONTENTS

1. EXECUTIVE SUMMARY ...... 4

2. RISK FACTORS ...... 13

3. STATEMENTS ...... 19

4. THE CONSIDERATIONS SHARES ...... 21

5. THE PRIVATE PLACEMENT ...... 23

6. THE SUBSEQUENT OFFERING ...... 25

7. PRESENTATION OF THE COMPANY AND ITS BUSINESS ...... 32

8. MARKET ANALYSIS ...... 41

9. ORGANISATION, BOARD OF DIRECTORS AND MANAGEMENT ...... 52

10. FINANCIAL INFORMATION ...... 57

11. UNAUDITED PRO FORMA FINANCIAL INFORMATION ...... 73

12. SHARES AND SHARE CAPITAL ...... 80

13. SHAREHOLDERS MATTERS AND NORWEGIAN COMPANY AND SECURITIES LAW ...... 83

14. NORWEGIAN TAXATION ...... 89

15. LEGAL MATTERS ...... 92

16. SELLING AND TRANSFER RESTRICTIONS ...... 93

17. ADDITIONAL INFORMATION ...... 98

18. DEFINITIONS AND GLOSSARY OF TERMS ...... 99

APPENDICES

APPENDIX 1 ...... SUBSCRIPTION FORM

APPENDIX 2 ...... REPORT ON COMPILATION OF THE UNAUDITED PRO FORMA FINANCIAL INFORMATION INCLUDED IN THE PROSPECTUS

APPENDIX 3 ...... FINANCIAL INFORMATION FOR SEGERMO ENTREPRENAD AKTIEBOLAG FOR THE FINANCIAL YEAR 2014

APPENDIX 4 ...... FINANCIAL INFORMATION FOR SEGERMO VÄST AKTIEBOLAG FOR THE FINANCIAL YEAR 2014

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1. EXECUTIVE SUMMARY Summaries are made up of disclosure requirements known as “Elements”. These Elements are numbered in Sections A– E (A.1 – E.7) below. This summary contains all the Elements required to be included in a summary for this type of securities and the issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of “not applicable”.

Section A – Introduction and Warnings A.1 Warning This summary should be read as introduction to this Prospectus; any decision to invest in the securities should be based on consideration of this Prospectus as a whole by the investor; where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating this Prospectus before the legal proceedings are initiated; and civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities.

Section B - Issuer B.1 Legal and The legal and commercial name of the Company is NRC Group ASA. commercial name

B.2 Domicile and legal The Company is a Norwegian public limited liability company incorporated in form, legislation Norway under the Norwegian Public Limited Liability Companies Act with and country of registration number 910 686 909. incorporation

B.3 Nature of current The Group operates within two business segments, Rail and Geo. operations, Rail principal activities /products and NRC Group ASA is a fully integrated rail infrastructure contractor covering the markets Norwegian and Swedish market. The Company is a full-range supplier for the construction of all types of rails including train, tram and subway. Main service offerings include specialized track work, power supply and signalling work. The Company has all the necessary approvals to work within train, tram and subway, including installation approval of electrical installations within group L and group H. Geo The Company believes it to be one of Europe’s leading providers within acquisition, processing and modelling of geographic information. The Company also holds right to several European databases with collections of maps, images and models. With particular focus on online services, the Company provides data and solutions to customers in government, enterprise and consumer markets and enables partners to create applications using the Company’s databases, location based services and navigation solution. The Company supplies a wide range of mapping and geographic services that satisfy local, regional and international standards and specifications. The Company also delivers custom solutions for specific purposes.

B.4a Recent trends The Rail and Geo divisions of the Company are both exposed to seasonal variations in demand. Generally, there will be lower level of operational activity

4 Prospectus – NRC Group ASA during the first quarter during which time securing a strong order backlog is the main focus. During the first half of 2015, both divisions of the Company experienced a drop in revenue compared with the corresponding period last year. For the Rail division the decrease was primarily due to the extraordinary situation in Sweden ultimo 2014 where Riksdagen decided to vote down the minority government’s 2015 budget proposal. Consequently, Trafikverket did not have a budget for 2015 and most tenders for infrastructure projects were put on hold until the situation was resolved some months later. This delay led to a postponement of projects for the Swedish Rail business, and had an adverse effect on production in the second quarter and the first half of 2015. For the Geo division the reductions was due to delays and postponements in certain larger projects. During the third quarter activity in both divisions picked up and record high order backlog was secured. At the same time, both divisions implemented cost initiatives and continued working to optimize its project based organization and administration to be able to capture the strong growth in the market. The demand for services within the Rail division is expected to continue to grow significantly in both Norway and Sweden over the coming years. Large parts of the railways are fully utilised and need to be upgraded in order to meet the increased demand. There is political consensus in Norway and Sweden to continue the expansion and modernization of the railways. Budget and investments are at historic high levels and are expected to increase in the coming years. In June 2013, the Norwegian Parliament approved a NOK 173 billion national transportation plan for the railway for the period 2014-2023. In Sweden, a SEK 522 billion transportation plan for the period 2014-2025 was adopted by the Swedish Government in April 2014. With a historically high order backlog for the Rail division, the expected operational synergies by being a fully integrated provider within the rail infrastructure industry in the Norwegian and Swedish rail business through the acquisitions of Litz Entreprenad AB (“Litz”), Elektrobyggnad Sverige AB (“Elektrobyggnad”) and Segermo, the division is well positioned to capture the expected growth in the rail sector. The Geo division foresees that the traditional markets will be stable or show a moderate growth, while the demand within the infrastructure segment is expected to increase. The Company has and will continue to explore growth opportunities through deploying Geo services in the rail infrastructure market. The Infrastructure and Utilities segment is the fastest growing segment in the Company’s Geo business. The Geo division of the Company has a strong track-record from railway projects in the UK but believes there are growth opportunities to further explore in the Scandinavian railway markets with its surveying offering. The Company’s footprint in both the Swedish and Norwegian infrastructure markets gives access to construction projects and opportunity to expand airborne surveying to ground based surveying and documentation. This can be done by laser scanning or panoramic images from cars or by introducing new technology such as drones. Furthermore, major global players in the web and mobility services segment invest in development of products and services in which geo-information is key, and the Geo division sees it well positioned for supplying data and services for these developments. The Company acknowledges that its success going forward partly rest on utilizing inherent synergies in the Rail division through operational integration and alignment of acquired businesses while simultaneously ensuring that the business is focused on project execution and delivering on won contracts. The company believes that through both its competencies, track record and being a fully integrated provider in both business segments, combined with a record high order backlog, is in a unique position to deliver on promise the coming years. As access to critical competencies in the rail market is fundamental for the Company to maintain its position as an attractive employer, various incentive schemes are, and shall be, explored to enhance the Company’s competitive advantage as a preferred and attractive place to work. The size and focus of the company has allowed access to capital, thus facilitated acquisitions. It is the Company’s belief that it needs to maintain this trust in the

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capital markets going forward. Delivering results through execution in projects and continue order stock building has been found vital to this success.

B.5 The Group The Company is a holding company and the parent company of the Group.

B.6 Interests in the As of 3 December 2015, the Company has a total of 1,817 registered Company’s capital shareholders in the VPS, of which the top 10 registered shareholders are listed and/or voting below: rights Number of # Shareholders Shares % 1 Urbex Invest AS ...... 4,946,828 16.23 2 Datum AS ...... 4,100,000 13.45 3 Swedbank AB (publ) Clients account ...... 4,033,792 13.23 4 Charlotte Holding AS ...... 1,903,008 6.24 5 DNB NOR Markets, Aksjehandel/analyse DNB Bank ASA 1,825,001 5.99 6 Nordea Bank AB (publ) Clients account ...... 1,795,654 5.86 7 Sogn Invest AS ...... 1,285,046 4.22 8 Granshagen Invest AS ...... 731,007 2.40 9 Holmen Spesialfond ...... 500,000 1.64 10 Arctic Funds Plc BNY Mellon SA/NV ...... 435,000 1.43

The 2,480,250 Consideration Shares issued to Segermo Holding Aktiebolag and the 1,605,000 Shares issued in Tranche 2 of the Private Placement were not registered in the VPS as of 3 December 2015 and are, consequently, not reflected in the table above.

B.7 Selected historical The selected historical key financial information as set out below has been key financial derived from the Group’s audited consolidated financial statements for the information financial years ended 31 December 2014, 2013 and 2012 and unaudited interim financials for the three and nine months periods ended 30 September 2015, prepared in accordance with IFRS as adopted by the EU. Other than the Private Placement of 4,625,000 Shares (the “Private Placement Shares”), raising gross proceeds of NOK 185 million and the acquisitions of Litz, Elektrobyggnad and Segermo for a total cash consideration of approximately SEK 151.7 million and the issuance of 4,077,017 new Shares in the Company, there has not been any significant change in the financial or trading position of the Group since 30 September 2015.

From the income statement Three months ended Nine months ended Year ended 30 September 30 September 31 December 2014 2013 2012 In NOK 1,000 2015 2014 2015 2014 Represented Represented Represented (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

Operating revenues ...... 349,722 79,349 522,129 192,476 245,966 230,321 218,869

Operating expenses ...... 312,254 66,575 505,536 180,617 232,257 186,342 160,638

Depreciation and amortisation ...... 9,596 2,984 16,234 7,012 8,207 86,794 29,458 Profit/loss attributable to associates ...... 160 0 312 0 0 0 0 Operating profit/loss ...... 28,032 9,790 672 4,847 5,502 -42,815 28,773

Net financial items ...... -2,534 -792 -4,693 -2,730 -987 -10,117 -26,592 Pre-tax profit/loss ...... 25,498 8,998 -4,022 2,117 4,515 -52,932 2,181

Taxes ...... -7,165 -199 27,919 -404 -729 -501 -1,470 Net profit/loss from continuing operations ...... 18,333 8,799 23,897 1,713 3,786 -53,433 711

Net profit/loss from discontinued operations ...... 0 -104 -2,280 2,733 4,140 -6,007 -67,338 Net profit/loss for the year ...... 18,333 8,695 21,617 4,446 7,926 -59,440 -66,627

Profit/loss attributable to: Shareholders ...... 18,333 8,695 21,617 4,446 7,926 -59,440 -66,627 Minority interests ...... 0 0 0 0 0 0 0 Net profit/loss for the year ...... 18,333 8,695 21,617 4,446 7,926 -59,440 -66,627

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From the balance sheet As of As of 30 September 31 December 2015 2014 2014 2013 2012 In NOK 1,000 (unaudited) (unaudited) (audited) (audited) (audited)

ASSETS

Patents, licenses and similar rights ...... 17,380 479 482 684 1,328 Deferred tax assets ...... 36,391 0 0 0 0 Goodwill ...... 297,671 0 0 0 0 Intangible non-current assets ...... 351,442 479 482 684 1,328

Tangible non-current assets ...... 117,976 18,967 19,948 20,636 98,912

Total non-current asset investment ...... 11,814 113 4,538 1,151 180

Total non-current assets ...... 481,232 19,559 24,969 22,471 100,420

Total inventories ...... 88,621 51,322 24,983 30,965 45,093

Total receivables ...... 205,424 52,060 42,371 51,171 71,571

Cash and cash equivalents ...... 127,538 29,564 51,400 42,725 64,609

Assets classified as held for sale ...... 0 0 4,199 48,072 144,382

Total current assets ...... 421,582 132,946 122,953 172,933 325,655

Total assets ...... 902,814 152,505 147,922 195,404 426,075

EQUITY AND LIABILITES Share capital ...... 26,117 10,071 10,071 10,071 16,849 Treasury shares ...... -1,978 -1,977 -1,978 -1,977 -110 Share premium account ...... 323,680 97,720 97,703 97,720 20,458 Currency translation differences ...... -14,474 -27,765 -24,003 -35,348 -41,389 Retained earnings ...... 14,295 -10,342 -7,137 14,210 48,101 Total equity ...... 347,641 67,707 74,656 56,256 43,909

Pension obligations ...... 5,472 4,846 4,348 3,233 2,811 Non- current liabilities ...... 175,070 503 977 9,607 77,154 Deferred taxes ...... 26,383 0 26 899 1,274 Total other non-current liabilities ...... 206,925 5,349 5,351 13,739 81,239

Total interest-bearing current liabilities ...... 96,613 318 648 3,864 51,570

Total other current liabilities ...... 251,635 79,068 63,547 88,335 114,699

Liabilities classified as held for sale ...... 0 0 3,720 33,210 129,058

Total current liabilities ...... 348,248 79,449 67,915 125,409 300,927

Total equity and liabilities ...... 902,814 152,505 147,922 195,404 426,075

B.8 Selected key pro On 23 April 2015, the Company (at that time named Blom ASA) announced forma financial that it had entered into an agreement to combine its business with Team Bane information AS (now changed name to NRC Rail Norge AS, “NRC Rail Norge”) through the acquisition of its holding company Nordic Railway Construction Holding AS (now changed name to NRC Rail Group AS, “NRC Rail Group”). The transaction was completed as a share transaction with an exchange ratio of 50- 50, where the Company as the acquiring entity issued 9,674,197 new shares to the shareholders of NRC Rail Group. On 7 May 2015, the combined Company announced that it through NRC Rail Group had entered into an agreement to acquire Svensk Järnvägsteknik AB and its subsidiaries (“SJT”). The settlement for the acquisition of SJT was made in a combination of 2,891,139 new Shares in the Company, SEK 180 million in cash and a vendor note of approximately SEK 16 million. On 9 November 2015, the Company announced that it had entered into a binding agreement with Segermo Holding Aktiebolag to acquire Segermo (thereby also its subsidiary Segermo Väst Aktiebolag) for a total equity consideration of SEK 224.7 million (the “Acquisition”). The settlement for the Acquisition was made in a combination of 2,480,250 Consideration Shares and SEK 124.7 million in cash. Each of the above mentioned transactions results in a significant gross change to the Company and the Company has prepared unaudited pro forma financial information describing how the transactions might have affected the assets, liabilities and earnings of the Group had the transactions been undertaken at an earlier point in time. The unaudited pro forma income statement information has been prepared for illustrative purposes only. Because of its nature, the unaudited pro forma income statement information addresses a hypothetical situation and, therefore, does not represent the Company’s actual results. It is not necessarily indicative

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of the operating results that would have occurred during the period presented, nor is it necessarily indicative of future operating results. Investors are cautioned that the pro forma income statement information is based on the assumptions and adjustments described in the accompanying notes that the Company believes are reasonable and should be read in conjunction with the historical consolidated financial statements and accompanying notes. Investors should therefore use caution and not place undue reliance on this unaudited pro forma income statement information. The following tables set out selected key pro forma financial information for the Group.

From the pro forma statement of income Nine months ended Year ended 30 September 2015 31 December 2014 NOK 1,000 (unaudited) (unaudited)

Operating revenue ...... 918,819 1,215,732 Operating profit/loss before depreciation (EBITDA) ...... 24,467 107,831 Operating profit/loss (EBIT) ...... -4,017 76,669 Pre-tax profit/loss ...... -12,972 64,831 Net profit/loss from continuing operations ...... 17,273 51,271 Net profit & loss for the year ...... 14,993 55,411

From the pro forma statement of financial position As of 30 September 2015 NOK 1,000 (unaudited)

Intangible non-current assets ...... 542,190 Total non-current assets ...... 689,612 Total current assets ...... 529,797 Total assets ...... 1,219,410 Total Equity...... 574,509 Total other non-current liabilities ...... 216,062 Total current liabilities ...... 428,838 Total equity and liabilities...... 1,219,410

B.9 Profit forecast or Not applicable. The Prospectus does not contain any profit forecasts or estimate estimates.

B.10 Audit report Not applicable. The audit reports do not include any qualifications. qualifications

B.11 Working capital The board of directors is of the opinion that the working capital of the Company is sufficient for the Group’s present requirements in a twelve months perspective as from the date of this Prospectus.

Section C - Securities C.1 Type and class of New ordinary shares of the Company with ISIN NO 000 3679102. securities

C.2 Currency of the Norwegian kroner (NOK). securities issue

C.3 Number of shares The Company currently has 34,569,483 shares outstanding, each with a in issue and nominal value of NOK 1. nominal value

C.4 Rights attaching to All shares carry equal and full shareholder rights in all respects (including, but the securities not limited to voting rights and dividend rights) and no shares have different rights. Each share gives one vote at the Company’s general meeting.

C.5 Transferability The Shares of the Company are freely transferable subject to local regulatory transfer restrictions.

C.6 Admission to The Shares of the Company are listed on the Oslo Stock Exchange under the trading ticker “NRC”. The listing on the Oslo Stock Exchange of the 1,605,000 Shares issued in Tranche 2 of the Private Placement, the Consideration Shares and Offer Shares to be issued, are subject to approval of the Prospectus by the Norwegian FSA

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under the rules of the Norwegian Securities Trading Act. Such approval was granted on 4 December 2015. The first day of trading of the 1,605,000 Shares issued in Tranche 2 of the Private Placement and the Consideration Shares on the Oslo Stock Exchange will be on or about 4 December 2015. The first day of trading of the Offer Shares are expected to be on or about 29 December 2015. The Company’s shares are not listed on any other stock exchange or regulated market place and the Company does not intend to seek such listing.

C.7 Dividend policy In accordance with the Company’s future growth goals, the Company will seek to maintain a sound financial platform. Dividends have historically been considered on an on-going basis as a result of the Company’s strategy and earnings. No dividend has been paid during the last three years. The board is in the process of formulating a dividend policy for the Company, which will be announced when it has been decided. | Section D - Risks D.1 Key risks specific The Company’s revenues are affected by the economic conditions in the to the Company or countries in which it operates its industry The Company’s business, operating results and financial condition depend on the demand for its key products and services. General economic conditions in the countries in which the Company sells its products and services influence the demand for the Company’s products and services. If the economic conditions in the countries in which the Company operates experience economic downturns and demand for the Company’s products and services decreases, its business, operating results and financial condition are likely to be negatively affected. The Company operates in market segments that are highly competitive The market segments in which the Company operates are highly competitive. Within the Rail business, the Company believes that it is well positioned to retain and strengthen its market position through its firm and long-term established client relationships, track-record and construction capabilities. Even though the Company believes it to operate within a market with high barriers for entry within the railway infrastructure market in Scandinavia, its competitive position may be harmed by increased competition from national and international infrastructure companies or other companies, new or current participants, offering, better technology and product offering, price reductions and/or increased capacity for other parts of the Company’s business. The failure of the Company to maintain its competitiveness could have a material adverse effect on the Company’s business, operating results and financial condition. Governmental bodies and local municipalities represent the main customer group for the Company Governmental bodies and local municipalities throughout Europe, in particular the state owned Jernbaneverket in Norway and state owned Trafikverket in Sweden, represent the Company’s main customer group. Even though the Norwegian Parliament approved a NOK 173 billion national transportation plan for the Norwegian railway for the 2014 – 2023 period and the Swedish Government has adopted a SEK 522 billion transportation plan for the Swedish railway for the period 2014 – 2025, public spending may be subject to significant fluctuations from year to year and from country to country. Even if the Norwegian and Swedish governments have implemented long-term national transportation plans with extensive railroad spending and there currently seems to be a broad political consensus on the need for railway investments, there can be no guarantees that a change in government may not affect the level of spending upon revision of the current transportation plans. Further, changes in the general economic situation could also affect governmental spending, inter alia, as a consequence of the need to reduce governmental spending in order to avoid an overheating of the economy or in order to reduce governmental deficit. This may not only affect the railroad infrastructure, but also defence

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organisations, which represent an important market segment for the Company’s Geo business. Further, failure of the Company to successfully be admitted to participate in public tenders, retain current customers and/or attract new customers could have a material adverse effect on the Company’s business, operating results and financial condition. The Company is relying on external subcontractors and suppliers of services and goods to meet agreed or generally accepted standards The Company relies on external subcontractors, in particular for its Rail business in Sweden, which to a certain degree is dependent on sub-contractors in order to attend public tender offers and to deliver turnkey railroad construction work, and suppliers of services and products to varying degrees. Although the Company enjoy long-term relationships with many of its significant sub-contractors, any disruption in the services offered by such sub- contractor, failure to provide competitive prices or lack of available capacity from such sub-contractors at the time when the Company shall attend public tender offers, may have a material effect on the Company’s business, including the perceived reliability of the Company’s services and may lead to a loss of tenders, market share and negative reputation. In addition, it seems to be market practice that no written subcontract agreement is entered into between group companies, in particular in Sweden, and the relevant sub-contractor, providing a risk for the Company not being in a position to held its sub-contractor liable on a back-to-back basis should the project result in a claim being made by the customer and the relationship between the Company and the sub-contractor not being covered by any background rules of law. Further, this operating model inherently contains a risk to the Company’s goodwill and branding, if suppliers fail to meet agreed or generally accepted standards in areas such as environmental compliance, human rights, labour relations and product quality. Failure by subcontractors to deliver products or services with the required quality could lead to the Company not being able to fulfil its obligations towards its customers, which in turn could lead to termination of contracts and/or claims for contractual liability. Risk relating to the combination of businesses As a result of the Groups combination with NRC Rail Norge (previously Team Bane) and the following acquisitions of SJT, Litz, Elektrobyggnad and Segermo, the Company will expand its existing business with new business areas that are very different from the Geo business in which it has operated. Further, the Company’s Norwegian Rail business, as operated by NRC Rail Norge, will cooperate with the Swedish business, as operated by SJT. These business areas have previously operated independently and to achieve the potential synergies, a substantial coordination of several parts of the business is required. There can be no assurance that any potential synergies will materialize or to the extent expected and within expected time frames. Any delays or unexpected costs incurred in the integration process or failure to achieve the expected synergies may have a material adverse effect on the Company's financial condition and results of operations.

D.3 Key risks specific There may not be a liquid market for the Shares to the securities Active, liquid trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors. If there proves to be no active trading market for the Shares, the price of the Shares may be more volatile and it may be more difficult to complete a buy or sell order for Shares. Even if there is an active public trading market, there may be little or no market demand for the Shares, making it difficult or impossible to resell the shares, which would have an adverse effect on the resale price, if any, of the Shares. Furthermore, there can be no assurance that the Company will maintain its listing on the Oslo Stock Exchange. A delisting from the Oslo Stock Exchange would make it more difficult for shareholders to sell their Shares and could have a negative impact on the market value of the Shares.

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Volatility of the share price The trading price of the Shares could fluctuate significantly, inter alia, in response to quarterly variations in operating results, general economic outlook, adverse business developments, interest rate changes, changes in financial estimates by securities analysts, matters announced in respect of competitors or changes to the regulatory environment in which the Company operates. Market conditions may affect the Shares regardless of the Company’s operating performance or the overall performance in the industry. Accordingly, the market price of the Shares may not reflect the underlying value of the Group’s net assets, and the price at which investors may dispose of their Shares at any point in time may be influenced by a number of factors, only some of which may pertain to the Company, while others of which may be outside the Company’s control. The market price of the Shares could decline due to sales of a large number of Shares in the Company in the market or the perception that such sales could occur. Such sales could also make it more difficult for the Company to offer equity securities in the future at a time and at a price that are deemed appropriate. Shareholders may be diluted if they are unable to participate in future offerings The development of the Group’s business may, inter alia, depend upon the Company’s ability to obtain equity financing. Unless otherwise resolved by the general meeting or the board by proxy, shareholders in Norwegian public companies such as the Company have pre-emptive rights proportionate to the aggregate amount of the shares they hold with respect to new shares issued by the Company. Shareholders that do not exercise granted pre-emptive rights may be diluted. Furthermore, shareholders may be unable to participate in future offerings, due to deviation from the shareholders pre-emptive rights in order to raise equity on short notice in the investor market, or for reasons relating to foreign securities laws or other factors, and as such have their shareholdings diluted.

Section E - Offer E.1 Proceeds and The gross proceeds from the Private Placement will amount to NOK 185 expenses million with estimated expenses amounting to approximately NOK 9 million. Consequently, the net proceeds will be approximately NOK 176 million. The gross proceeds from the Subsequent Offering will amount to up to NOK 15 million with estimated expenses amounting to approximately NOK 2 million. Consequently, the net proceeds will, if the Subsequent Offering is fully subscribed, be approximately NOK 13 million.

E.2a Reasons for the The proceeds from the Private Placement and Subsequent Offering will be used issuance of new for funding the cash portions of the acquisitions of Segermo and for general shares and use of corporate purposes. proceeds

E.3 Terms and The Offer Shares are conditional on valid corporate resolutions being made to conditions issue the shares.

E.4 Interests material The Managers and their affiliates have provided from time to time, and may to the issue provide in the future, investment and commercial banking services to the Company and its affiliates in the ordinary course of business, for which they may have received and may continue to receive customary fees and commissions. The Managers, its employees and any affiliate may currently own existing Shares in the Company. The Managers do not intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligation to do so. The Managers will receive a success fee of a fixed percentage of the gross proceeds raised in the Subsequent Offering and, as such, have an interest in the Subsequent Offering.

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E.5 Selling Not applicable. All Offer Shares will be newly issued shares and no subscriber shareholders and will be subject to lock-up. lock-up

E.6 Dilution The immediate dilution of ownership for shareholders who do not receive Consideration Shares is up to approximately 8.2%. The immediate dilution of ownership for shareholders who did not participate in the Private Placement will be approximately 13.6% The immediate dilution of ownership for shareholders who did not participate in the Subsequent Offering will be approximately 14.6% (given full subscription).

E.7 Estimated Not applicable. No expenses will be charged to the investor by the Company. expenses charged to investor

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2. RISK FACTORS Investing in the Company involves inherent risks. Prospective investors should consider carefully, among other things, all of the information set forth in this Prospectus, and in particular, the specific risk factors set out below. An investment in the Shares is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the investment.

If any of the risks described below materialises, individually or together with other circumstances, they may have a material adverse effect on the Company’s business, operating results and financial condition, which may cause a decline in the value and trading price of the Shares that could result in a loss of all or part of any investment in the Shares.

The order in which the risks are presented below is not intended to provide an indication of the likelihood of their occurrence nor of their severity or significance.

2.1 Market risk

The Group’s revenues are affected by the economic conditions in the countries in which it operates The Group’s business, operating results and financial condition depend on the demand for its key products and services. General economic conditions in the countries in which the Group sells its products and services influence the demand for the Group’s products and services. If the economic conditions in the countries in which the Group operates experience economic downturns and demand for the Group’s products and services decreases, its business, operating results and financial condition are likely to be negatively affected.

The Group operates in market segments that are highly competitive The market segments in which the Group operates are highly competitive. Within the Rail business, the Company believes that it is well positioned to retain and strengthen its market position through its firm and long-term established client relationships, track-record and construction capabilities. Even though the Company believes it to operate within a market with high barriers for entry within the railway infrastructure market in Scandinavia, its competitive position may be harmed by increased competition from national and international infrastructure companies or other companies, new or current participants, offering, better technology and product offering, price reductions and/or increased capacity for other parts of the Group’s business. The failure of the Group to maintain its competitiveness could have a material adverse effect on the Group’s business, operating results and financial condition.

Governmental bodies and local municipalities represent the main customer group for the Group Governmental bodies and local municipalities throughout Europe, in particular the state owned Jernbaneverket in Norway and state owned Trafikverket in Sweden, represent the Group’s main customer group. Even though the Norwegian Parliament approved a NOK 173 billion national transportation plan for the Norwegian railway for the 2014 – 2023 period and the Swedish Government has adopted a SEK 522 billion transportation plan for the Swedish railway for period 2014 – 2025, public spending may be subject to significant fluctuations from year to year and from country to country. Even if the Norwegian and Swedish governments have implemented long-term national transportation plans with extensive railroad spending and there currently seems to be a broad political consensus on the need for railway investments, there can be no guarantees that a change in government may not affect the level of spending upon revision of the current transportation plans. Further, changes in the general economic situation could also affect governmental spending, inter alia, as a consequence of the need to reduce governmental spending in order to avoid an overheating of the economy or in order to reduce governmental deficit. This may not only affect the railroad infrastructure, but also defence organisations, which represent an important market segment for the Group’s Geo business. Further, failure of the Group to successfully be admitted to participate in public tenders, retain current customers and/or attract new customers could have a material adverse effect on the Group’s business, operating results and financial condition.

2.2 Operational risk

The Group is subject to local laws and regulations in the countries in which it operates and requires regulatory approvals for conducting its operations The Group’s operations within the Rail business in Norway and Sweden depend on its personnel being qualified and having all necessary local approvals. Also in other European and international markets in which it operates, the Group is subject to local laws and regulations and requires regulatory approval for conducting its operation, such as for its operations of the Group’s aircrafts, which depends on permits being granted in each country it operates. For the Geo business, the Group has flight permits for most countries in Europe and there are normally no difficulties involved in obtaining a flight permit for new countries. If the Group fails to comply with any laws and regulations or fails to obtain necessary regulatory approval, then the Group may be refused to participate in

13 Prospectus – NRC Group ASA public tenders, and may be subject to, among other things, civil and criminal liability. Changes in the local laws and regulations or in regulatory approvals that are required in the Group’s operations, or the loss of such approvals or permits, could have a material adverse effect on the Group’s business, operating results and financial condition.

The Group may be subject to changes in taxation The Group is subject to taxes in the countries in which it operates. There can be no assurance that the Group’s operations will not become subject to increased taxation by national, local or foreign authorities or to new or modified taxation regulations and requirements, including requirements relating to the timing of any tax payments. From time to time the Group’s tax payments may be subject to review or investigation by tax authorities of the jurisdictions in which the Group operates. The consequences of such tax reviews or investigations could have a material adverse effect on the Group’s business, operating results and financial condition.

The Group’s success depends on key personnel and competency The Group’s success depends upon, to a significant extent, competent personnel, and the continued service of these resources who have substantial experience in the industry and in the local jurisdiction in which the Group operates. The human capital is an important part of the Group’s assets, and the access to and ability to attract competent personnel and contractors may in the short and/or long term influence the Group’s operational and financial results.

The Group’s ability to continue to identify and develop opportunities depends on such personnel’s knowledge of, and expertise in, the industry and such local jurisdictions and on their external business relationships. There can be no assurance that any key personnel will remain with the Group or that the Group will be able to attract equally experienced and/or competent replacements. Any loss of the services of such key personnel could have a material adverse effect on the Group’s business, operating results and financial condition.

The Group relies on its reputation and commercial integrity The Group’s success depends on its ability to maintain and enhance its reputation and trustworthiness. An event or series of events that materially damages the Group’s reputation, such as allegations of price collaboration or any unethical behaviour, such as fraud or bribery, could have a material adverse effect on the Group’s business, operating results and financial condition.

The Group’s results depend on utilisation of its resources The Group must to a certain extent keep resources available in order to respond in due time to project requests. The Group evaluates its needs for resources continuously. However, the resources involving staffing, infrastructure and aircrafts, lead to a substantial fixed cost base and risk of overcapacity in relation to the scope of projects in progress. Overcapacity of resources could have a negative effect on the Group’s business, operating results and financial condition.

The Group relies to a certain extent upon intellectual property rights The Group’s Geo business relies to a certain extent upon copyrights, database rights and agreements with its employees, customers, suppliers and other parties to establish and maintain its intellectual property rights in technology and products used in operations. Despite its efforts to protect its intellectual property rights, such rights could be challenged.

From time to time, the Group, its customers or third parties with whom the Group works may receive claims, including claims from various industry participants, alleging infringement of their intellectual property rights Although the Group is not currently aware of any parties pursuing intellectual property rights infringement claims against it, there can be no assurance that it will not be subject to such claims in the future. The Group’s third party suppliers may also become subject to infringement claims, which in turn could negatively impact the Group’s business. Intellectual property litigation is expensive and time-consuming, could divert management’s attention from the Group’s business and could have a material adverse effect on its business, prospects, operating results or financial condition. If there is a successful claim of infringement against the Group or its third party intellectual property providers, the Group may be required to pay substantial damages to the party claiming infringement, stop selling products or using technology that contains the alleged infringement of intellectual property, or enter into royalty or license agreements that may not be available on acceptable terms, if at all. Any of these developments could materially damage the Group’s business, prospects, financial condition or results of operations. The Group may have to develop non-infringing technology, and any failure to do so or to obtain licenses to the proprietary rights on a timely basis could have a significant adverse effect on the Group’s business, prospects, financial results and results of operations.

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The Group may file claims against other parties for infringement of its intellectual property that may cause significant costs and may not be resolved in its favour Although the Group currently is not aware of infringement of its intellectual property by other parties, it cannot guarantee that such infringement does not currently exist or will not occur in the future. To protect its intellectual property rights and to maintain its competitive advantage, the Group may file suits against parties who it believes are infringing its intellectual property. The Group’s engagement in intellectual property enforcement actions could be costly and may not be successful. This could have significant adverse effects on its business, prospects, financial results and results of operations.

There are risks associated with rapid technological change The market for the Group’s products and services is subject to rapid technological change and is characterised by frequent introductions of improved or new products and services and ever-changing and new customer requirements. The Group expects that this will continue to be the case in the future. The success of the Group depends decisively on the timely perception of new trends, developments and customer needs, constant further development of technological expertise and ensuring that the portfolio of products and services keeps pace with technological developments. This presents the risk that competitors may launch new products and services earlier or at more competitive prices or secure exclusive rights to new technologies. If these circumstances were to materialise, it may have an adverse effect on the business, prospects, financial condition or results of operations of the Group.

The Group will from time to time be involved in disputes and legal or regulatory proceedings The Group will from time to time be involved in disputes and legal or regulatory proceedings. Such disputes and legal or regulatory proceedings may be expensive and time-consuming, and could divert management’s attention from the Group’s business. Furthermore, legal proceedings could be ruled against the Group and the Group could be required to, inter alia, pay damages or fines, halt its operations, stop its projects, stop the sale of its products, etc., which can consequently have a material adverse effect on the Group’s business, prospects, financial results or results of operations.

Risks related to funding and servicing of debt As of the date of this Prospectus, the Group has interest bearing debt. The Group’s ability to meet its payment obligations related to its debt and running operations is dependent on its future performance and may be affected by events beyond its control. If the financing available to the Group is insufficient to meet its financing needs or if the Group is unable to service its debt, it may be forced to reduce or delay capital expenditures, sell assets or businesses at unanticipated times and/or at unfavourable prices or other terms, seek additional equity capital or restructure or refinance its debt. There can be no assurance that such measures would be successful or adequate to meet the Group’s financing needs.

The Group is relying on external subcontractors and suppliers of services and goods to meet agreed or generally accepted standards The Group relies on external subcontractors, in particular for its Rail business in Sweden, which to a certain degree has been and may also in the future to a certain degree depend on sub-contractors in order to attend public tender offers and to deliver turnkey railroad construction work, and suppliers of services and products to varying degrees. Although the Group enjoy long-term relationships with many of its significant sub-contractors, any disruption in the services offered by such sub-contractor, failure to provide competitive prices or lack of available capacity from such sub-contractors at the time when the Group shall attend public tender offers, may have a material effect on the Group’s business, including the perceived reliability of the Group’s services and may lead to a loss of tenders, market share and negative reputation. In addition, it seems to be market practice that no written subcontract agreement is entered into between group companies, in particular in Sweden, and the relevant sub-contractor, providing a risk for the Group not being in a position to held its sub-contractor liable on a back-to-back basis should the project result in a claim being made by the customer and the relationship between the Group and the sub-contractor not being covered by any background rules of law. Further, this operating model inherently contains a risk to the Group’s goodwill and branding, if suppliers fail to meet agreed or generally accepted standards in areas such as environmental compliance, human rights, labour relations and product quality. Failure by subcontractors to deliver products or services with the required quality could lead to the Group not being able to fulfil its obligations towards its customers, which in turn could lead to termination of contracts and/or claims for contractual liability.

The Group may not have adequate insurance The Group has insurance for certain liabilities and losses. If the Group incurs significant liabilities or losses for which it is not adequately insured, or not insured at all, or if the Group’s insurance policies are terminated for any reason and the Group is not able to obtain replacement insurance policies at favourable rates, or at all, the Group’s

15 Prospectus – NRC Group ASA business, operating results and financial condition may be materially adversely affected. The Group may also face consequential claims from customers who have made use of data and information supplied by the Group.

Risk relating to the combination of businesses As a result of the Group’s combination with NRC Rail Norge (previously Team Bane) and the following acquisitions of SJT, Litz, Elektrobyggnad and Segermo in 2015, the Group has expanded its former Geo business with the new Rail business area – a business that is very different from the Geo business in which it has operated. In addition, all these business areas have previously operated independently and to achieve the potential synergies, a substantial coordination of several parts of the business is required. There can be no assurance that any potential synergies will materialize or the extent expected and within expected time frames. Any delays or unexpected costs incurred in the integration process or failure to achieve the expected synergies may have a material adverse effect on the Group’s financial condition and results of operations.

2.3 Financial risk

Foreign currency risk The Group’s revenues are mostly in NOK and SEK, and to a certain degree EUR. In addition, certain agreements with sub-contractors are entered into in EUR. The Group is therefore exposed to fluctuations in foreign exchange rates. In addition to Sweden, the Group has operative subsidiaries in eight European countries, three of which use EUR as their functional currency, while the five remaining subsidiaries use four other functional currencies. The Company has certain investments in foreign subsidiaries, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the Company’s net investments in foreign operations is managed essentially through raising loans in the relevant foreign currency. The Company focuses on reducing any foreign currency risk associated with cash flows and does not focus on reducing the foreign currency risk associated with assets and liabilities. The subsidiaries’ income and expenses are in the same currency, and this reduces the Group’s cash flow exposure to a single currency substantially. An assessment of the need for and any hedging of currency risks are performed by a central financial function. In 2014, the Company did not find it necessary to hedge cash flows against currency risks. The Company will however, going forward, consider hedging certain contracts that entail particular currency risk.

In addition, because the Company reports its consolidated results in NOK, the value of the NOK relative to its foreign operating subsidiaries’ functional currencies will affect its consolidated income statement and consolidated statement of financial position when those operating subsidiaries’ operating results are translated into NOK for reporting purposes.

Interest rate risk The Group’s interest-bearing assets are cash and cash equivalents, and the Group’s profit and cash flow from operations are in general independent of changes in market interest rates. The interest-bearing debt has adjustable or fixed interest rates that are shorter than three months at any given time. Since the debt can be repaid at the points in time when the interest rate is adjusted, the difference between the fair value and book value will be small and insignificant. The Group’s interest rate risk is associated with interest bearing loans, financial leasing and overdraft facilities. The Group has not made use of interest rate swaps or other financial instruments.

Credit risk The credit risk in connection with sales to customers is managed in the local subsidiaries and at the group level for particularly large projects. The credit risk is monitored locally with central monitoring of the local subsidiary. The Group has guidelines for new contracts that focus on various elements, all of which shall contribute to the customer paying the company as quickly as possible. The Group’s customers are primarily municipalities, government agencies, or companies or institutions where municipalities or government agencies have a dominant influence. Inherently the risk of potential future losses from this type of customer is low. The Group has earmarked provisions for potential losses on specific customers and evaluated the size of the potential loss. The provisions for potential losses on receivables are based on the management’s discretionary assessment of potential future losses on receivables from customers. The Group has not entered into any transactions that involve financial derivatives or other financial instruments to mitigate credit risks.

Liquidity risk Liquidity risk is the risk that the Group will be unable to meet its financial obligations when they are due and that financing will not be available at a reasonable price. The Group’s business requires liquidity. There is no assurance that such funding will be available throughout the year, and thus this may entail a liquidity risk. The Group’s management of liquidity risk entails maintenance of adequate liquid reserves and credit facilities. The central management team and the local managers of subsidiaries monitor the Group’s liquid resources and credit facilities through revolving forecasts based on the expected cash flow. The Group’s operations are discernible by seasonal

16 Prospectus – NRC Group ASA fluctuations, since a large portion of the Group’s operations consist rail road work and of airborne data acquisition and the processing and modelling of the resultant map data. Rail road work and data acquisition is not normally performed or performed to a lesser extent in winter during frost and when the surface of the earth is covered in snow. This denotes that the company ties up working capital in the spring being the start of the rail road work and airborne data acquisition. For the Geo division, the subsequent processing of data is not normally remunerated for until the summer months. The CGroup has not entered into any financial instruments and consequently does not have any liquidity risk originating from financial instruments.

Need for additional funding The Group’s future capital requirements and level of expenses depend on several factors, including, among other things, its growth strategy, investment requirements, timing and terms on which contracts can be negotiated, the amount of cash generated from operations, the level of demand for the Group’s services and general industry conditions. There can be no assurance that the Group’s business will generate sufficient cash flow from operations to service its debt and fund future capital requirements and expenses. In the event that the Group’s existing resources are insufficient to fund the Group’s business activities, the Group may need to raise additional funds through public offerings or private placements of debt or equity securities. The Group cannot guarantee that it will be able to obtain additional funding at all or on terms acceptable to the Group. Failure to do so could have a material adverse effect on the Group’s business, operations and financial conditions.

2.4 Risks related to the Shares

There may not be a liquid market for the Shares Active, liquid trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors. If there proves to be no active trading market for the Shares, the price of the Shares may be more volatile and it may be more difficult to complete a buy or sell order for Shares. Even if there is an active public trading market, there may be little or no market demand for the Shares, making it difficult or impossible to resell the shares, which would have an adverse effect on the resale price, if any, of the Shares. Furthermore, there can be no assurance that the Company will maintain its listing on the Oslo Stock Exchange. A delisting from the Oslo Stock Exchange would make it more difficult for shareholders to sell their Shares and could have a negative impact on the market value of the Shares.

Shareholders may be diluted if they are unable to participate in future offerings The development of the Group’s business may, inter alia, depend upon the Company’s ability to obtain equity financing. Unless otherwise resolved by the general meeting or the board by proxy, shareholders in Norwegian public companies such as the Company have pre-emptive rights proportionate to the aggregate amount of the shares they hold with respect to new shares issued by the Company. Shareholders that do not exercise granted pre- emptive rights may be diluted. Furthermore, shareholders may be unable to participate in future offerings, due to deviation from the shareholders pre-emptive rights in order to raise equity on short notice in the investor market, or for reasons relating to foreign securities laws or other factors, and as such have their shareholdings diluted.

Pre-emptive rights may not be available to U.S. holders and certain other foreign holders of the Shares Under Norwegian law, prior to the Company’s issuance of any new Shares for consideration in cash, the Company must offer holders of the Company’s then-outstanding Shares pre-emptive rights to subscribe and pay for a sufficient number of Shares to maintain their existing ownership percentages, unless these rights are waived at a general meeting of the Company’s shareholders. These pre-emptive rights are generally transferable during the subscription period for the related offering and may be listed on Oslo Stock Exchange. U.S. holders of the Shares may not be able to receive trade or exercise pre-emptive rights for new Shares unless a registration statement under the U.S. Securities Act is effective with respect to such rights or an exemption from the registration requirements of the U.S. Securities Act is available. The Company is not a registrant under the U.S. securities laws. If U.S.

17 Prospectus – NRC Group ASA holders of the Shares are not able to receive trade or exercise pre-emptive rights granted in respect of their Shares in any rights offering by the Company, then they may not receive the economic benefit of such rights. In addition, their proportional ownership interests in the Company will be diluted. Similar restrictions may apply to other foreign holders of Shares, including, but not limited to shareholders in Australia, Canada, Hong Kong, Japan and Switzerland.

Holders of Shares that are registered in a nominee account may not be able to exercise voting rights as readily as shareholders whose Shares are registered in their own names with the Norwegian Central Securities Depository Beneficial owners of the Company’s Shares that are registered in a nominee account (e.g., through brokers, dealers or other third parties) may not be able to vote for such Shares unless their ownership is re-registered in their names with the VPS prior to the Company’s general meetings. The Company cannot guarantee that beneficial owners of the Company’s Shares will receive the notice for a general meeting in time to instruct their nominees to either effect a re-registration of their Shares or otherwise vote for their Shares in the manner desired by such beneficial owners.

The transfer of Shares is subject to restrictions under the securities laws of the United States and other jurisdictions The Company has not registered the Shares under the U.S. Securities Act or the securities laws of other jurisdictions than Norway and the Company does not expect to do so in the future. The Shares may not be offered or sold in the United States, nor may they be offered or sold in any other jurisdiction in which the registration of the Shares is required but has not taken place, unless an exemption from the applicable registration requirement is available, or the offer or sale of the Shares occurs in connection with a transaction that is not subject to these provisions. In addition, there can be no assurances that shareholders residing or domiciled in the United States will be able to participate in future capital increases or exercise subscription rights.

Risks related to the unaudited pro forma financial information This Prospectus contains unaudited pro forma financial information, which gives effect to the acquisitions of NRC Rail Norge (by way of acquisition of the shares in NRC Rail Group), SJT and Segermo. The unaudited pro forma financial information is based on preliminary estimates and assumptions which the Company believes to be reasonable and is being furnished solely for illustrative purposes. The information given is hypothetical and does not necessarily reflect what the actual results and financial condition of the Group would have been had these acquisitions been completed prior to the relevant periods covered. The readers should therefore not place undue reliance on the Company’s unaudited pro forma financial information presented in this Prospectus.

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3. STATEMENTS

3.1 Responsibility for the Prospectus We, the board of directors of NRC Group ASA, hereby declare that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of our knowledge, in accordance with the facts and contain no omissions likely to affect its import.

4 December 2015

The board of directors of NRC Group ASA

Helge Midttun Brita Eilertsen Chair Board member

Harald Arnet Kristian Lundkvist Kjersti Kanne Board member Board member Board member

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3.2 Information sourced from third parties In certain sections of this Prospectus information sourced from third parties has been reproduced. In such cases, the source of the information is always identified. Such third party information has been accurately reproduced. As far as the Company is aware, and is able to ascertain from information published by the relevant third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

3.3 Notice regarding forward-looking statements Section 2 “Risk Factors”, Section 7 “Presentation of the Company And Its Business”, Section 8 “Market Analysis” and Section 10.3 “Operating and financial review ” include “forward-looking” statements, including, without limitation, projections and expectations regarding the Company’s future financial position, business strategy, plans and objectives. All forward-looking statements included in this document are based on information available to the Company, and views and assessment of the Company, as of the date of this Prospectus. The Company expressly disclaims any obligation or undertaking to release any updates or revisions of the forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless such update or revision is prescribed by law. When used in this document, the words “anticipate”, “believe”, “estimate”, “expect”, “seek to”, “may”, “plan” and similar expressions, as they relate to the Company, its subsidiaries or its management, are intended to identify forward-looking statements. The Company can give no assurance as to the correctness of such forward-looking statements and investors are cautioned that any forward-looking statements are not guarantees of future performance. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company and its subsidiaries, or, as the case may be, the industry, to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company and its subsidiaries are operating or will operate. Factors that could cause the Company’s actual results, performance or achievements to materially differ from those in the forward-looking statements include, but are not limited to, those described in Section 2 “Risk Factors” and elsewhere in this Prospectus. Given the aforementioned uncertainties, readers are cautioned not to place undue reliance on any of these forward- looking statements.

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4. THE CONSIDERATION SHARES Please note that the Consideration Shares described below have already been subscribed for, paid and issued.

4.1 The acquisition of Segermo On 9 November 2015 the Company announced that it had agreed to acquire Segermo. Closing of the Acquisition took place 3 December 2015. Segermo is a contractor in Sweden with strong railway focus. It carries out railway related groundwork, mainly working with passing tracks, channelling and platforms.

NRC Group has acquired 100% of the shares of Segermo from Segermo Holding Aktiebolag as seller for a total consideration of SEK 224.7 million. The Acquisition was financed through SEK 124.7 million in cash and with the remaining SEK 100 million by issuing the 2,480,250 Consideration Shares. The Consideration Shares was issued at a price of NOK 40 per share, being the same price as the subscription price in the Private Placement and the Subsequent Offering.

The seller of Segermo has guaranteed a minimum earnings before interest, tax, depreciation and amortisation (“EBITDA”) in 2015 of SEK 40 million. In the event of Segermo delivering a lower 2015 EBITDA than SEK 40 million, the cash component of the purchase price will be adjusted downwards accordingly. The seller has given a corresponding EBITDA guarantee for 2016, however, limited upwards to SEK 10 million. This part of the consideration was put in escrow.

4.2 Authorisation to issue the Consideration Shares On 2 December 2015, the Company's general meeting granted the board of directors the following authorisation to issue the Consideration Shares:

“The general meeting passed the following resolution to authorise the Board of Directors to increase the share capital of the company:

1. The company’s Board of Directors is authorised to increase the company's share capital with up to NOK 2,800,000, through issue of up to 2,800,000 new shares. 2. The new shares shall each have nominal value of NOK 1. 3. The new shares shall be subscribed by Segermo Holding Aktiebolag. 4. The subscription price for the new shares shall be NOK 40 per share. 5. The existing shareholders' preferential rights to subscribe for new shares may be waived by the Board of Directors. 6. The authorisation applies to share capital increases against contributions in kind. 7. The authorisation is valid until 31 March 2016.”

Based on the authorisation above, the board of directors resolved on 2 December 2015 to issue the Consideration Shares (translated from Norwegian):

1. The company’s share capital shall be increased by NOK 2,480,250 from NOK 30,484,233 to NOK 32,964,483 by issuance of 2,480,250 new shares. 2. The new shares shall each have nominal value of NOK 1. 3. The subscription price for the new shares shall be NOK 40. The total subscription amount is NOK 99,210,000. 4. The new shares are subscribed by Segermo Holding Aktiebolag, as set out in Appendix 1 of these minutes. 5. Subscription of the new shares shall be made on a separate subscription form within one week of the date of this resolution. 6. The capital increase is settled by set off of a loan note issued by Nordic Railway Construction AB to Segermo Holding Aktiebolag, which is transferred to the company through a separate declaration. Set off is to take place at the same time as subscription, as set out in Appendix 1. 7. The company’s expenses in relation to the capital increase are estimated to NOK 20,000. 8. The shares shall hold all rights, including the right to dividend, upon the date of registration of the capital increase in the Norwegian Register of Business Enterprises.

4.3 Settlement, VPS registration and listing The Consideration shares will be delivered to the subscribers as soon as possible after they have been issued and will be registered electronically in book entry form in the VPS with ISIN NO 0003679102. The Consideration Shares will be listed on the Oslo Stock Exchange under ticker code “NRC”, following the registration of the share capital increase in the Norwegian Register of Business Enterprises.

21 Prospectus – NRC Group ASA

4.4 The rights attached to the Consideration Shares The Consideration Shares will be ordinary shares in the Company, issued in accordance with the Norwegian Public Limited Liability Companies Act and will have a nominal value of NOK 1.00 each and will be issued electronically in registered form in accordance with the Public Limited Companies Act.

The Consideration Shares will rank pari passu in all respects with the existing Shares and carry full and equal shareholder rights in the Company from the time of registration of the share capital increase with the Norwegian Register of Business Enterprises. The Consideration Shares are eligible for dividends. All Shares, including the Consideration Shares, have voting rights and other rights and obligations that are standard under the Public Limited Companies Act, and are governed by Norwegian law. Please refer to Section 12 “Shares And Share Capital” for a more detailed description of the Shares.

4.5 Transferability of the Consideration Shares Subject to any applicable securities laws, the Consideration Shares will be freely transferable, however taken into consideration that the Company and the seller of Segermo have agreed that the Consideration Shares shall be subject to an 18-month lock-up undertaking.

4.6 Dilution The immediate dilution of ownership for shareholders who do not receive Consideration Shares is up to approximately 8.2%.

4.7 Proceeds and expenses The Consideration Shares will be issued against contribution of 100% of the shares in Segermo and will as such not give any proceeds to the Company.

Costs attributable to the issuance of the Consideration Shares will be borne by the Company.

4.8 Advisors Aabø-Evensen & Co Advokatfirma AS is acting as legal advisor to the Company in connection with the Acquisition.

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5. THE PRIVATE PLACEMENT Please note that the Private Placement Shares described below have already been subscribed and paid for, and have been issued and that the Private Placement Shares issued in Tranche 1 are already listed on the Oslo Stock Exchange.

5.1 Description of the Private placement On 10 November 2015, the Company announced that it had completed the subscription period for the Private Placement and that it had allocated a total of 4,625,000 Private Placement Shares in the Company to investors at a subscription price of NOK 40 per share. The Private Placement Shares were allocated to certain existing shareholders of the Company as well as new investors. Out of the 4,625,000 Private Placement Shares, 2,770,000 new Shares and 250,000 treasury shares previously held by the Company were allocated to investors in a first tranche of the Private Placement (“Tranche 1”) and delivered to investors against payment on 12 November 2015. The remaining 1,605,000 Private Placement Shares were allocated to investors in a second tranche of the Private Placement (“Tranche 2”) and resolved issued by the Company's extraordinary general meeting on 2 December 2015.

5.2 Resolution to issue the Private Placement Shares The Private Placement Shares issued in Tranche 1 were issued by resolution by the Company’s board of directors on 9 November 2015 based on an authorisation granted by the Company's extraordinary general meeting on 10 August 2015. The resolution to sell existing Private Placement Shares in Tranche 1 was passed by the Company's board of directors in the same meeting on 9 November 2015.

The Private Placement Shares issued in Tranche 2 were issued by the Company's extraordinary general meeting on 2 December 2015 pursuant to the following resolution:

“The general meeting passed the following resolution to increase the share capital of the company:

1. The Company’s share capital shall be increased with NOK 1,605,000, through issue of 1,605,000 new shares. 2. The new shares shall each have nominal value of NOK 1. 3. The subscription price for the new shares shall be NOK 40 per share. 4. The new shares shall be subscribed by Arctic Securities AS, Carnegie AS and/or DNB Markets, on behalf of the subscribers in the private placement. 5. Existing shareholders' preferential rights to subscribe for new shares are waived. 6. Subscriptions shall be made on a separate subscription form no later than one week after the date of the general meeting. 7. The subscription amount shall be settled by cash payment to a separate share contribution account with the company no later than one week after the date of the general meeting. 8. The shares give full rights, including rights to dividends, from and including the date of registration of the capital increase in the Register of Business Enterprises. 9. The expenses related to the share capital increase are estimated to amount to approximately NOK 2,500,000. 10. Article 4 of the Articles of Association is amended to reflect the new number of shares and the new share capital after the share capital increase.”

A waiver of the existing shareholder's preferential rights was necessary in order to deliver shares to the subscribers in the Private Placement in accordance with its terms. The capital markets exercise was done as a private placement in order to secure the investments promptly. The beneficiaries of the waiver of the preferential rights were the subscribers in the Private Placement.

5.3 Underwriting In order to secure completion of the Private Placement, subscription of the 2,770,000 new Shares offered in Tranche 1 of the Private Placement was fully underwritten for an amount of NOK 110.8 million by an underwriting syndicate consisting of certain major existing shareholders as well as new investors of institutional capacity as set out in the table below:

Investor Address Underwriting Obligation (NOK) Datum AS Munkedamsveien 45F, 0250 Oslo, Norway 36,933,320 Urbex Invest AS Storgaten 30-32, 3126 Tønsberg, Norway 12,311,160 Cipriano AS 8. etasje, Munkedamsveien 45F 4,924,440 0250 Oslo, Norway Alfred Berg Kapitalforvaltning AS Munkedamsveien 35, 0250 Oslo, Norway 19,697,760

23 Prospectus – NRC Group ASA

Investor Address Underwriting Obligation (NOK) Arctic Funds Plc 2nd Floor Beaux Lane House, 12,311,120 Mercer Street Lower, Dublin 2, Ireland Statoil Pensjon Forusveien 50, 4035 Stavanger, Norway 9,848,880 MP Pensjon Lakkegata 23, 0187 Oslo, Norway 4,924,440 Portia AS Kirkegata 1, 4610 Kristiansand, Norway 4,924,440 Pactum AS Dronning Mauds gate 3, 0250 Oslo, Norway 4,924,440

The underwriters received an underwriting commission of 2.00% of their total underwriting obligation.

5.4 Proceeds and expenses The gross proceeds in the Private Placement amounted to approximately NOK 185 million. Costs attributable to the Private Placement were borne by the Company. The total costs amounted to approximately NOK 9 million and as such, the net proceeds amounted to approximately NOK 176 million. The costs inter alia related to fees to underwriters, fees to financial and legal advisors and costs to the Company’s auditor.

5.5 The rights attached to the Private Placement Shares The Private Placement Shares are ordinary shares in the Company, issued in accordance with the Public Limited Companies Act with a nominal value of NOK 1.00 each and are issued electronically in registered form in accordance with the Public Limited Companies Act.

The Private Placement Shares rank pari passu in all respects with other Shares and carry full and equal shareholder rights in the Company. All Shares, including the Private Placement Shares, have equal voting and dividend rights and other rights and obligations in accordance with the Public Limited Companies Act, and are governed by Norwegian law. Please refer to Section 12 “Shares And Share Capital” for a more detailed description of the Shares.

5.6 Settlement, VPS registration and listing The Private Placement Shares allocated in Tranche 1 of the Private Placement were delivered to the subscribers against payment on 12 November 2015 and are registered electronically in book entry form in the VPS with ISIN NO 0003679102. The new shares issued in Tranche 1 of the Private Placement were delivered to the subscribers in the form of borrowed shares in accordance with a share lending agreement between the Company, the managers and Datum AS in order to allow for delivery of shares against payment and pending the registration of the share capital increase related to the Private Placement in the Norwegian Register of Business Enterprises.

As the total number of new shares issued in the Tranche 1 of the Private Placement was below 10% of the Company's existing share capital, the new shares issued in Tranche 1 of the Private Placement became immediately tradable on the Oslo Stock Exchange upon issuance in accordance with relevant exemptions from prospectus requirements as set out in the Norwegian Securities Trading Act.

The Private Placement Shares issued in Tranche 2 were delivered to the subscribers on 4 December 2015 after resolution to issue the Shares at the Company’s extraordinary general meeting on 2 December 2015 and the registration of the increased share capital in the Norwegian Register of Business Enterprises.

5.7 Transferability of the Private Placement Shares Subject to any applicable securities laws, the Private Placement Shares are freely transferable.

5.8 Dilution The immediate dilution of ownership for shareholders who did not participate in the Private Placement was approximately 13.6%.

5.9 Advisors Advokatfirmaet Schjødt AS acted as legal advisor to the Company in connection with the Private Placement.

Arctic Securities, Carnegie and DNB Markets acted as managers for the Company in connection with the Private Placement.

24 Prospectus – NRC Group ASA

6. THE SUBSEQUENT OFFERING

6.1 Background The Company has resolved to conduct a subsequent offering of up to 375,000 Offer Shares at a subscription price of NOK 40 per Offer Share, with gross proceeds of up to NOK 15 million.

The Subsequent Offering will be directed towards Eligible Shareholders, being the holders of the Company’s Shares at the end of trading on 9 November 2015, as registered in the VPS as of the Record Date, being 11 November 2015, who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action and who where not allocated Shares in the Private Placement.

Eligible Shareholders based on their registered holding of shares in VPS at the end of the Record Date will, in accordance with section 10-4 of the Public Limited Companies Act, be granted non-tradable Subscription Rights providing a preferential right to subscribe for and be allocated Offer Shares in the Subsequent Offering. The Company will issue 0.0639 non-tradable Subscription Rights per 1 (one) Share held in the Company on the Record Date. Certain Eligible Shareholders representing 9,788,194 Shares as of the Record Date, including major shareholders such as Urbex Invest AS and the previous owners of SJT, Litz and Elektrobyggnad, have agreed or otherwise accepted not to be granted Subscription Rights in the Subsequent Offering based on these Shares.

The number of Subscription Rights issued to each shareholder will be rounded down to the nearest whole number of Subscription Rights. Each Subscription Right grants the owner the right to subscribe for and be allocated one (1) Offer Share in the Subsequent Offering. Over-subscription and subscription without Subscription Rights is permitted.

The below timetable sets out certain key dates for the Subsequent Offering:

Last day of trading in the Shares incl. Subscription Rights ...... 9 November 2015 First day of trading in the Shares excl. Subscription Rights...... 10 November 2015 Record Date ...... 11 November 2015 Start of Subscription Period ...... 7 December 2015 End of Subscription Period ...... 18 December 2015 Allocation of Offer Shares ...... 22 December 2015 Allocation letters distributed ...... On or about 22 December 2015 Payment Date for the Offer Shares ...... On or about 28 December 2015 Registration of share capital increase ...... On or about 29 December 2015 Listing and first day of trading of the Offer Shares on the Oslo Stock Exchange ... On or about 29 December 2015

The above dates are indicative and subject to change. No action will be taken to permit a public offering of the Subscription Rights and the Offer Shares in any jurisdiction outside Norway.

6.2 Resolution regarding the Subsequent Offering The Offer Shares will be issued pursuant to a resolution by the board of directors based on the following authorisation to increase the share capital of the Company granted at the Company's general meeting on 2 December 2015:

“The general meeting passed the following resolution to authorise the Board of Directors to increase the share capital of the company:

1. The company’s Board of Directors is authorised to increase the company's share capital with up to NOK 375,000, through issue of up to 375,000 new shares. 2. The new shares shall each have nominal value of NOK 1. 3. The subscription price for the new shares shall be NOK 40 per share. 4. The existing shareholders' preferential rights to subscribe for new shares may be waived by the Board of Directors. 5. The authorisation only applies to share capital increases against contribution in cash. 6. The authorisation is valid until 31 March 2016.”

25 Prospectus – NRC Group ASA

6.3 Subscription Rights and Offer shares The Company will issue subscription rights to the Eligible Shareholders. Eligible Shareholders will receive non- transferable Subscription Rights equal to their pro rate shareholding as of the Record Date. The Company will issue 0.0639 non-tradable Subscription Rights per 1 (one) Share held in the Company on the Record Date. One subscription right will grant the right to subscribe for one (1) Offer Share. The Subscription Rights will be distributed free of charge, and the recipient of Subscription Rights will not be debited any cost. The Subscription Rights will be registered in each Eligible Shareholders’ VPS account on or about 7 December 2015.

The Subscription Price for one Offer Share is NOK 40.

No fractional Offer Shares will be issued. Fractions will not be compensated, and all fractions will be rounded down to the nearest integer that provides issue of whole numbers of said securities to each participant.

The Subscription Rights will be non-transferable and hence not listed on the Oslo Stock Exchange during the Subscription Period.

Over-subscription and subscription without Subscription Rights is allowed.

After the expiry of the Subscription Period, the Subscription Rights will be of no value and automatically lapse. Eligible Shareholders not subscribing for entitled shares will entail no rights after expiry of the Subscription Period.

Subscription Rights of shareholders resident in jurisdictions where the Prospectus may not be distributed and/or with legislation that, according to the Company's assessment, prohibits or otherwise restricts subscription for Offer Shares (“Ineligible Jurisdiction”) will initially be credited to such persons' (“Ineligible Shareholders”) VPS accounts. Such credit specifically does not constitute an offer to Ineligible Shareholders. The Company will instruct the Managers, as far as possible, to withdraw the Subscription Rights from such Ineligible Shareholder's VPS accounts. If the relevant Ineligible Shareholder by 16:30 CET on 14 December 2015 documents to the Company a right to receiving the Subscription Rights withdrawn from its VPS account, the Managers will re-credit the withdrawn Subscription Rights to the VPS account of the relevant Ineligible Shareholder.

6.4 Subscription Period The Subscription Period in the Subsequent Offering will commence on 7 December 2015 and expire on 18 December 2015 at 16:30 CET. The Subscription Period may not be extended or shortened.

6.5 Subscription Price The subscription price for one (1) Offer Share is NOK 40 (the “Subscription Price”). The Subscription Price is equal to the subscription price in the Private Placement. The Subscribers will not incur any costs related to the subscription for, or allotment of, the Offer Shares.

The table below shows the disparity between the Subscription Price and the effective cash cost to members of the administrative, management or supervisory bodies or Executive Management the last twelve months (including purchases made through private investment companies) while holding such positions. The overview does not include purchases in connection with the Private Placement, as these were done at the same price as in the Subsequent Offering.

Price per Share Disparity Name Volume (NOK) Date (NOK / %) Kristian G. Lundkvist 850,0001 24.93 13 May 2015 NOK 15.07 / 37.7% Kristian G. Lundkvist N/A2 9.50 25 March 2015 NOK 30.5 / 76.2% Harald Arnet 200,0003 27.00 14 August 2015 NOK 13 / 32.5% Harald Arnet 100,0004 27.00 14 August 2015 NOK 13 / 32.5% Kristian G. Lundkvist 975,0005 43.749 11 November 2015 NOK 3.749 / 9.4% Kristian G. Lundkvist 975,0006 43.00 11 November 2015 NOK 3 / 7.5% Kristian G. Lundkvist 850,0007 24.93 11 November 2015 NOK 15.07 / 37.7%

1 Forward contract with maturity in November 2 This was an indirect purchase of 20.59% of the shares in the Company through acquisition of shares in Urbex Invest AS by the Kristian G. Lundkvist owned company Middelborg AS. 3 Harald Arnet was the CEO of the purchasing company, Datum AS. 4 Harald Arnet owns the company purchasing the shares. 5 Urbex Invest AS entered into a forward contract with maturity 25 May 2016. Lundkvist is (indirectly) the majority shareholder of Urbex Invest AS, through the companies Middelborg AS and Merckx AS. 6 Urbex Invest AS sold shares to the counterparty of the forward contract entered into 12 November 2015. 7 The purchase and the price of the purchase were set forth in the terms of the forward contract entered into on 13 May 2015.

26 Prospectus – NRC Group ASA

6.6 Subscription procedures and subscription offices Subscriptions for Offer Shares must be made on a Subscription Form attached as Appendix 1 hereto.

Subscribers who are Norwegian citizens may also subscribe for Offer Shares by following the links on www.articsec.no, www.carnegie.no and www.dnb.no/emisjoner, which will redirect the subscriber to the VPS online subscription system. In order to use the online subscription system, the subscriber must have, or obtain, a VPS account number. All online subscribers must verify that they are Norwegian citizens by entering their national identity number (Norwegian: “personnummer”).

Online subscriptions must be submitted, and accurately completed Subscription Forms must be received by the Managers by 16:30 CET on 18 December 2015. Neither the Company nor the Managers may be held responsible for postal delays, unavailable fax lines, internet lines or servers or other logistical or technical problems that may result in subscriptions not being received in time or at all by the Managers. Subscription Forms received after the end of the Subscription Period and/or incomplete or incorrect Subscription Forms and any subscription that may be unlawful may be disregarded at the sole discretion of the Company and/or the Managers without notice to the subscriber.

Properly completed and signed Subscription Forms may be faxed, mailed or delivered to the Managers at the address set out below:

Arctic Securities AS Haakon VII's gate 5, PO Box N-1833 Vika, 0123 Oslo, Norway Fax: +47 21 01 31 36 Tel: +47 21 01 31 00 E-mail: [email protected]

Carnegie AS Grundingen 2, Aker Brygge PO Box 684 Sentrum 0106 Oslo, Norway Fax: +47 22 00 99 60 Tel: +47 22 00 93 60 E-mail: [email protected]

DNB Markets Registrars department Dronning Eufemias gate 30 PO Box 1600 Sentrum 0021 Oslo, Norway Tel: +47 23 26 81 01 E-mail: [email protected]

Subscriptions are binding and irrevocable, and cannot be withdrawn, cancelled or modified by the subscriber after having been received by the Managers. The subscriber is responsible for the correctness of the information filled into the Subscription Form. By signing and submitting a Subscription Form, the subscribers confirm and warrant that they have read this Prospectus and are eligible to subscribe for Offer Shares under the terms set forth herein.

There is no minimum subscription amount for which subscriptions in the Subsequent Offering must be made. Over-subscription (i.e., subscription for more Offer Shares than the number of Subscription Rights held by the subscriber entitles the subscriber to be allocated) and subscription without Subscription Rights is permitted.

Multiple subscriptions (i.e., subscriptions on more than one Subscription Form) are allowed. Please note, however, that two separate Subscription Forms submitted by the same subscriber with the same number of Offer Shares subscribed for on both Subscription Forms will only be counted once unless otherwise explicitly stated in one of the Subscription Forms. In the case of multiple subscriptions through the VPS online subscription system or subscriptions made both on a Subscription Form and through the VPS online subscription system, all subscriptions will be counted.

Subscriptions will not be treated differently based on which Subscription Office they are placed with.

27 Prospectus – NRC Group ASA

The Company is not aware of whether any members of the Company’s Management or board of directors intend to subscribe for Offer Shares in the Subsequent Offering, or whether any person intends to subscribe for more than 5% of the Offer Shares.

6.7 Financial Intermediaries

Overview All persons or entities holding Shares or Subscription Rights through financial intermediaries (i.e., brokers, custodians and nominees) should read this section. All questions concerning the timeliness, validity and form of instructions to a financial intermediary in relation to the exercise of Subscription Rights should be determined by the financial intermediary in accordance with its usual customer relations procedure or as it otherwise notifies each beneficial shareholder.

The Company is not liable for any action or failure to act by a financial intermediary through which Shares or Subscription Rights are held.

Subscription Rights If an Eligible Shareholder holds Shares registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Eligible Shareholder details of the aggregate number of Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each Eligible Shareholder with this information in accordance with its usual customer relations procedures. Eligible Shareholders holding Shares through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Subsequent Offering.

Ineligible Shareholders holding their Shares through a financial intermediary will not be entitled to exercise their Subscription Rights.

Subscription Period The time by which notification of exercise instructions for subscription of Offer Shares must validly be given to a financial intermediary may be earlier than the expiry of the Subscription Period. Such deadline will depend on the financial intermediary. Eligible Shareholders who hold their Shares through a financial intermediary should contact their financial intermediary if they are in any doubt with respect to deadlines.

Subscription Any shareholder who is not an Ineligible Shareholder and who holds its Subscription Rights through a financial intermediary and wishes to exercise its Subscription Rights, should instruct its financial intermediary in accordance with the instructions received from such financial intermediary. The financial intermediary will be responsible for collecting exercise instructions from the Eligible Shareholders and for informing the s of their exercise instructions.

Please refer to Section 16 “Selling And Transfer Restrictions” for a description of certain restrictions and prohibitions applicable to the exercise of Subscription Rights in certain jurisdictions outside Norway.

Method of payment Any Eligible Shareholder who holds its Subscription Rights through a financial intermediary should pay the Subscription Price for the Offer Shares that are allocated to it in accordance with the instructions received from the financial intermediary. The financial intermediary must pay the Subscription Price in accordance with the instructions in this Prospectus. Payment by the financial intermediary for the Offer Shares must be made to the Managers in accordance with Section 6.9 “Payment for the Offer Shares” no later than the Payment Date. Accordingly, financial intermediaries may require payment to be provided to them prior to the Payment Date.

6.8 Allocation Allotment of the Offer Shares is expected to take place on or about 22 December 2015.

The following allocation criteria will be used for allotment of Offer Shares in the Subsequent Offering:

1. Subscription made on the basis of Subscription Rights; 2. Over-subscription by subscribers with Subscription Rights on a pro rata basis in accordance with the principles of the Norwegian Public Limited Liability Companies Act; and 3. Subscription by subscribers without Subscription Rights on a pro rata basis.

28 Prospectus – NRC Group ASA

General information regarding the result of the Subsequent Offering is expected to be published on or about 22 December 2015 in the form of a stock exchange release through www.newsweb.no.

All Subscribers being allotted Offer Shares will receive a letter from the Managers confirming the number of Offer Shares allotted to the Subscriber and the corresponding amount which will be debited the Subscriber’s account. This letter is expected to be mailed on or about 22 December 2015. Investors with access to VPS Investor Services will also be able to see their allocated Offer Shares through such service.

6.9 Payment for the Offer Shares

Overview The payment for Offer Shares allocated to a subscriber falls due on 28 December 2015 (the “Payment Date”). Payment must be made in accordance with the requirements set out below.

Subscribers who have a Norwegian bank account Subscribers who have a Norwegian bank account must, and will by signing the Subscription Form, provide the Managers with a one-time irrevocable authorisation to debit a specified bank account with a Norwegian bank for the amount payable for the Offer Shares which are allocated to the subscriber.

The specified bank account is expected to be debited on or after the Payment Date. The Managers are only authorised to debit such account once, but reserves the right to make up to three debit attempts, and the authorisation will be valid for up to seven working days after the Payment Date.

The subscriber furthermore authorises the Managers to obtain confirmation from the subscriber’s bank that the subscriber has the right to dispose over the specified account and that there are sufficient funds in the account to cover the payment.

If there are insufficient funds in a subscriber’s bank account or if it for other reasons is impossible to debit such bank account when a debit attempt is made pursuant to the authorisation from the subscriber, the subscriber’s obligation to pay for the Offer Shares will be deemed overdue. If payment for the allotted Offer Shares is not received when due, the Offer Shares will not be delivered to the Subscriber, and the board of directors reserves the right, at the risk and cost of the Subscriber, to cancel the subscription in respect of the Offer Shares for which payment has not been made, or to sell or otherwise dispose of the Offer Shares, and hold the Subscriber liable for any loss, cost or expense suffered or incurred in connection therewith. The original Subscriber remains liable for payment of the entire amount due, including interest, costs, charges and expenses accrued, and the Managers may enforce payment of any such amount outstanding.

Payment by direct debiting is a service that banks in Norway provide in cooperation. In the relationship between the subscriber and the subscriber’s bank, the standard terms and conditions for “Payment by Direct Debiting – Securities Trading”, which are set out on page 2 of the Subscription Form, will apply, provided, however, that subscribers who subscribe for an amount exceeding NOK 5 million by signing the Subscription Form provide Arctic Securities AS, Carnegie AS and DNB Bank ASA with a one-time irrevocable authorisation to directly debit the specified bank account for the entire subscription amount.

Subscribers who do not have a Norwegian bank account Subscribers who do not have a Norwegian bank account must ensure that payment with cleared funds for the Offer Shares allocated to them is made on or before the Payment Date.

Prior to any such payment being made, the subscriber must contact the Managers for further details and instructions.

Overdue payments Overdue and late payments will be charged with interest at the applicable rate from time to time under the Norwegian Act on Interest on Overdue Payment of 17 December 1976 No. 100, currently 9.00% per annum. If a subscriber fails to comply with the terms of payment, the Offer Shares will, subject to the restrictions in the Public Limited Companies Act and at the discretion of the Manager, not be delivered to the subscriber.

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6.10 Publication of information relating to the Subsequent Offering Publication of information related to any changes in the Subsequent Offering and the amount subscribed, will be published on www.newsweb.no under the Company’s ticker “NRC”, and will also be available on the Company’s website www.nrcgroup.no. The announcement regarding the subscribed amount is expected to be made on or about 22 December 2015.

6.11 VPS registration The Offer Shares will be registered with VPS under ISIN NO0003679102.

The Offer Shares will not be delivered to the Subscribers’ VPS accounts before they are fully paid, registered with the Norwegian Register for Business Enterprises and registered in the VPS. See Section 12.8 “Listing, share registrar and securities number” for information regarding the Company’s registrar.

6.12 Delivery and listing of the Offer Shares All Subscribers subscribing for Offer Shares must have a valid VPS account (established or maintained by an investment bank or Norwegian bank that is entitled to operate VPS accounts) to receive Offer Shares. Assuming that payments from all Subscribers are made when due, it is expected that the share capital increase will be registered in the Norwegian Register of Business Enterprises on or about 29 December 2015 and that the delivery of the Offer Shares will take place on or about 29 December 2015. The final deadline for registration of the share capital increase pertaining to the Subsequent Offering in the Norwegian Register of Business Enterprises, and hence for the subsequent delivery of the Offer Shares, is, pursuant to the Norwegian Public Limited Companies Act, three months from the expiry of the Subscription Period (i.e., 18 March 2016).

All of the Offer Shares will be object for an application for admission to trading on the Oslo Stock Exchange. The Shares will not be sought or admitted to trading on any other regulated market than the Oslo Stock Exchange.

6.13 Share capital following the Subsequent Offering The final number of Offer Shares to be issued in connection with the Subsequent Offering will depend on the number of Offer Shares subscribed for. The maximum number of Offer Shares to be issued is 375,000 Offer Shares with a nominal value of NOK 1.00 per Share which will give a further increase in the Company’s total number of issued Shares after the Private Placement and issue of Consideration Shares from 34,569,483 to a maximum of 34,944,483, each with a nominal value of NOK 1.00 per Share (based on the maximum amount of shares that the Company is authorized to issue in the Subsequent Offering). The Offer Shares will be issued in accordance with a resolution passed by the board of directors on or about 22 December 2015. See Section 12 “Shares And Share Capital” for a further description of the Company’s share capital.

6.14 Transferability of the Offer Shares The Offer Shares may not be transferred or traded before they are fully paid, the share capital increase has been registered with the Norwegian Register of Business Enterprises and the Offer Shares have been registered in the VPS. The Offer Shares are expected to be delivered to the Subscribers’ VPS accounts on or about 29 December 2015. For further details on selling and transfer restrictions, please refer to Section 16 “Selling And Transfer Restrictions”.

6.15 Expenses and net proceeds Transaction costs and all other directly attributable costs in connection with the Subsequent Offering that will be borne by the Company are estimated to approximately NOK 2 million, thus resulting in net proceeds of up to approximately NOK 13 million.

The net proceeds from the Subsequent Offering will be used for general corporate purposes.

6.16 Dilution The immediate dilutive effect for the Company’s shareholders who do not participate in the Subsequent Offering is approximately 14.6%.

6.17 Shareholders’ rights attached to the Offer Shares The rights attached to the Offer Shares will be the same as those attached to the Company’s existing Shares. The Offer Shares will be issued electronically in accordance with the Public Limited Companies Act and will rank pari passu with existing Shares in all respects from such time as the share capital increase in connection with the issuance of the Offer Shares are registered in the Norwegian Register of Business Enterprises. The holders of the Offer Shares will be entitled to dividend from and including the date of registration of the share capital increase in

30 Prospectus – NRC Group ASA the Norwegian Register of Business Enterprises. The Offer Shares will be listed on the Oslo Stock Exchange following the registration of the share capital increase and delivery to the subscribers.

The Offer Shares will be registered electronically in book-entry form with VPS under ISIN NO0003679102.

Please see Section 13 “Shareholders Matters And Norwegian Company And Securities Law” on more details regarding shareholding in a Norwegian Public Limited Company.

6.18 Interest of natural and legal persons The Managers and their affiliates have provided from time to time, and may provide in the future, investment and commercial banking services to the Company and its affiliates in the ordinary course of business, for which they may have received and may continue to receive customary fees and commissions. The Managers, its employees and any affiliate may currently own existing Shares in the Company. The Managers do not intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

The Managers will receive a success fee of a fixed percentage of the gross proceeds raised in the Subsequent Offering and, as such, have an interest in the Subsequent Offering.

Other than what is set out above, there are no other interests (including conflict of interests) of natural and legal persons involved in the Subsequent Offering.

6.19 Managers and advisor The Managers for the Subsequent Offering are Arctic Securities AS, Haakon VII’s gate 5, PO 1833 Vika, 0123 Oslo, Norway, Carnegie AS, Grundingen 2, PO Box 684 Sentrum, 0106 Oslo, Norway and DNB Markets Dronning Eufemias gate 30, PO Box 1600 Sentrum, 0021 Oslo, Norway

Aabø-Evensen & Co Advokatfirma AS and Advokatfirmaet Schjødt AS are acting as legal advisors to the Company in relation to the Subsequent Offering.

31 Prospectus – NRC Group ASA

7. PRESENTATION OF THE COMPANY AND ITS BUSINESS

7.1 Corporate information NRC Group ASA is a public limited liability company, organised and existing under the laws of Norway pursuant to the Public Limited Companies Act. The Company’s registered office is in the municipality of Oslo, Norway and its organisation number in the Norwegian Register of Business Enterprises is 910 686 909. The Company was incorporated on 12 September 1966. The Company’s Shares are listed on the Oslo Stock Exchange (ticker: NRC) and are registered in VPS under ISIN NO 0003679102. The Company’s register of shareholders in VPS is administrated by DNB Bank ASA, Registrars Department, 0021 Oslo. The Company has approximately 680 employees as of the date of this Prospectus.

The Company’s registered office is at Drammensveien 165, NO-0212 Oslo, Norway, with telephone number +47 22 13 19 20, telefax number +47 22 13 19 21 and its webside is www.nrcgroup.no.

7.2 Legal structure The Company is a holding company and not an operative company. The following companies are subsidiaries and affiliates, directly or indirectly owned by the Company:

Name of entity Company address NRC Group Holding AS (100%) ...... Drammensveien 165, NO-0212 Oslo, Norway NRC Rail Group AS (100%) ...... Bjørnsons gate 35, 2003 Lillestrøm, Norway NRC Rail Norge AS (100%) ...... Bjørnsons gate 35, 2003 Lillestrøm, Norway TB-Eiendom AS (100%) ...... Bjørnsons gate 35, 2003 Lillestrøm, Norway Team Bane Swieltelsky ANS (50%) ...... C/O Swietelsky Rail Norway AS, Hans Kiærs gate 1D, 3041 Drammen, Norway Arbeidsfellesskapet Team Bane Wiebe ANS (50%) ... C/O Team Bane, Kirkegata 18, 2000 Lillestrøm, Norway Nordic Railway Construction AB (100%) ...... Reningsverksgatan 10,421 47 Västra Frölunda, Sweden Svensk Järnvägsteknik AB (100%) ...... Fabrikvägen 7, 740 45 Tärnsjö, Sweden Svensk Maskinpool AB (100%) ...... Fabrikvägen 7, 740 45 Tärnsjö, Sweden Svensk Spårsvets Teknik AB (70%) ...... Gunnarsvägen 6, 777 34 Smedjebacken, Sweden Litz Entreprenad AB (100%) ...... Treuddsvägen 21, 697 74 Sköllersta, Sweden Litz Installation AB (100%) ...... Treuddsvägen 21, 697 74 Sköllersta, Sweden Elektrobyggnad Sverige AB (100%) ...... Bangårdsgatan 3D, 571 32 Nässjö, Sweden Segermo Entreprenad Aktiebolag (100%) ...... Vippgatan 2, 653 43 Karlstad, Sweden Segermo Väst Aktiebolag (100%)...... Gamle Myggenäs 2, 471 60 Myggenäs, Sweden Blom AS (100%) ...... Drammensveien 165, P.O. Box 34 Skøyen, NO-0212 Oslo, Norway Blom Data AS (100%) ...... Drammensveien 165, P.O. Box 34 Skøyen, NO-0212 Oslo, Norway Blom Data Spain S.L.U (100%) ...... Centro de Empresas Alba3, C\ Anabel Segura 11, Primera Planta, 28108 Alcobendas - Madrid Blom Geomatics AS (100%) ...... Drammensveien 165, P.O. Box 34 Skøyen, NO-0212 Oslo, Norway Blom Kartta Oy, Finland (100%) ...... Pasilanraitio 5, FI-00240 Helsinki, Finland Blom Kaart OU, Estonia (100%) ...... Kadaka tee 86a, Tallinn, Estonia PT. Blom Nusantara, Indonesia (95%) ...... Jl. Cicendo No. 41 Bandung 40171, West Java - Indonesia Blom Deutschland GmbH, Germany (100%) ...... Oskar-Frech-Straße 15, 73614 Schorndorf, Germany Blom Aerofilms Ltd, England (100%) ...... Cheddar Business Park, Wedmore Road, Cheddar, Somerset, BS27 3EB, UK Blom International Operations S.R.L, Romania (100%) ...... Str. Ion Heliade Radulescu, nr.3-5, Localitate Targoviste, Judetul Dambovita, Romania Blom Sweden AB, Sweden (100%) ...... Hammarbacken 6B, 191 49 Sollentuna, Sweden

7.3 Historical background and company development The Company was incorporated on 12 September 1966. Recent significant milestones in the development of the Company’s Geo business, as operated by Blom, and its Rail business, as operated by NRC Rail Norge in Norway and SJT in Sweden, since 1 January 1999 are summarised below:

Year Event 1999 ...... • SJT is established 2000 ...... • Blom establishes a new map production unit in Bandung Indonesia 2004 ...... • Blom acquires three geographic information companies; Blom Kartta Oy in Finland, Blom Geomatics AS in Norway and Blom Romania SRL in Romania 2005 ...... • Blom acquires the geographic information companies; Blom Deutschland GbmH in Germany, Blom Aerofilms Ltd in UK and Blom Sweden AB 2008 ...... • Blom launches a unique geo server, Blom URBEX®, for online distribution of and access to its database 2009 ...... • Blom issues 3-year 300 million NOK bond 2010 ...... • Deteriorating financial macro conditions causes reduced demand for Blom's core products • Blom makes significant write-downs of non-current assets • SJT acquires 70% of Svensk Spårsvets Teknik AB 2011 ...... • NRC Rail Norge is established under the name Team Bane • Blom raises NOK 63 million through a rights issue and issues a 1-year 50 million NOK bond

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Year Event 2012 ...... • Blom converts bond debt of NOK 312 million into equity • Svensk Maskinpool AB is incorporated by SJT 2013 ...... • The Norwegian Parliament approves a NOK 173 billion national transportation plan for Railway for the period 2017 to 2023 • Blom divests intellectual property rights related to BlomURBEX to Hexagon AB and enters into a license agreement for use of the database and software 2014 ...... • Blom divested one of its Romanian subsidiary • Blom launches Aerial surveillance for Ice detection in theArctic region • Blom is awarded contract with major geospatial company to establish an European Orthophoto Library • The Swedish Government adopts a SEK 522 billion transportation plan for the period 2014 to 2025 2015 ...... • Blom, NRC Rail Norge and SJT combine its business and the Company changes its name from Blom ASA to NRC Group ASA • The Company expands its Rail business by acquiring Litz, Elektrobyggnad and Segermo • The Company raises a total of approximately NOK 280 million in equity offerings

7.4 Business strategy The NRC Group ASA operates within two business segments, Rail and Geo. The Company’s strategy is to capitalize on the strong market growth within the Rail and Geo business in the Nordics. The Company is uniquely positioned due to its capabilities covering the entire value chain required to take on complex infrastructure projects.

The Company’s objective in the Rail business is to become the leading Scandinavian provider of rail construction services on the back of a long-term positive macro outlook driven by strong growth in the railway investments in both Sweden and Norway.

For the Geo business, the Company’s objective is to be one of the leading players in the field of geographic information in Northern Europe. The Company offers solutions and services in the field of Aerial Surveying and Mapping to customers and partners in order to increase the efficiency of work processes and provide added value to customer solutions.

7.5 Description of the Rail business

Rail services NRC Group ASA is a fully integrated rail infrastructure contractor covering the Norwegian and Swedish market. The Company is a full-range supplier for the construction of all types of rails including train, tram and subway. The Company has all the necessary approvals to work within the train, tram and subway segments, including installation approval of electrical installations within group L and group H.

The railroad construction phase can be divided into 3 stages; (i) Planning, design and engineering, (ii) groundwork and (iii) railroad construction. In the planning, design and engineering stage the Company would typically partner up with a leading specialist as e.g. Sweco, Reinertsen and Norconsult. The Group has capabilities across the entire spectre of rail services. Ability to offer the full scope and execution capacity are important factors in a tender process. (1) Project Management

(7) (2) Track Surveying

(3) (6) Security and Electro Safety

(5) (4) Signal/ Telecom Groundwork

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Service Description NRC Group involvement (1) Project Management Planning, management and reporting of production, Quality, Health, Safety and Environment, progress etc. (2) Surveying All surveyors have engineering degrees in survey

Performing work within the fields of buildings and plants, tunnels, measurements, land profiling etc.

(3) Security and Safety Approved responsible for electrical safety, responsible for security & safety

Inspections, planning, execution of electrical safety plans, security installations & integration

Security & safety is required for all work in the proximity of the catenary

(4) Groundwork Ground workers with approvals as main responsible security & safety, main responsible electrical safety etc.

Excavation, concrete works, carpentry, etc. Covering the entire specter of ground works, specialized towards railroad

(5) Signal / Telecom Approvals for maintenance, control, modifications and building of interlocking systems

Switches, track circuits, interlocking systems etc.

Maintenance, modifications and building of complete interlocking systems

(6) Electro Approved for engineering, building and maintenance of complete technical installations by the Norwegian Directorate for Civil Protection (DSB)

Low and high voltage, catenary, fiberoptic, installation

(7) Track Possesses all required approvals and safety expertise

Track workers, signal men etc.

Availability of machines and equipment for complete projects within track works

In addition to the services described above, the Company offers services within railroad infrastructure such as stations, terminals and related infrastructure such as tunnels, bridges and crossings.

The Company has a number of modern machines primarily custom fit for infrastructure related work. The machines are used for both own and third part projects. The machines are leased or owned by the Company, of which approximately 50% is leased and 50% is owned. All machines are certified with annual certification. Examples of the Company owned machines are:

• Robel Plasser & Theurer OBW 10N and 4S (switch and track temping machines) • Lameco B3 (nail machine) • Geismar MPR (rail changer) • Huddig 1260 C (backhoe loader) • Huddig 1160 (backhoe loader) • Volvo L110 F (front loader) • Hydrema 912D (dumper) • Komatsu PC138US-8RM (excavator)

The Rail business includes approximately 285 employees (as of the date of this Prospectus). The Group’s subsidiary, NRC Rail Norge, has its own security department. Security guards have long experience from other disciplines within the rail industry making them better suited to understand and mitigate the risks that may arise. The Company is determined that safety should be paramount. This requires good planning and accessing of tracks provided in good time before the planned work commences.

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Key clients The key clients for the Company within the Rail business are the Norwegian and Swedish government through Jernbaneverket (Norway) and Trafikverket (Sweden). In addition to be the main contractor, the Company may be operating as a subcontractor to other contractors with Jernbaneverket and Trafikverket as end-users.

Railway Tenderer Contractor Sub-contractor

Various sub-contractors as contractor

as sub-contractor

For large international players to enter the Norwegian and Swedish market they must establish their own entities in the respective countries. Establishing own entities requires local access, knowledge and acceptance, and involves large investments and resources. Hence, the dynamics in the industry typically favour local partnerships. The Company has successfully explored partnership with larger European players enabling the Company to offer a competitive price. Key partners in Norway include Swietelsky (Austria), Leonhard Weiss (Germany), Wiebe (Germany) and OSSA (Spain). The same strategy will be used to strengthen SJT in Sweden.

The Company's top 5 clients in Norway and Sweden are summarized in the tables below:

Top 5 clients by revenue in Norway - 2014 # Key Client % of revenues 1 Jernbaneverket Fellestjenester ...... 55 2 Sporveien Oslo AS ...... 13 3 Leonhard Weiss GmbH&Co.KG ...... 11 4 Telenor Norge AS ...... 7 5 Siemens AS ...... 3 Other ...... 11 Total ...... 100

Top 5 clients by revenue in Sweden - 2014 # Key Client % of revenues 1 Trafikkverket ...... 74 2 Skanska ...... 8 3 Rosbergs Brevterminal AB ...... 4 4 Hallsberg Brevterminal ...... 2 5 Segermo Entreprenad ...... 2 Other ...... 10 Total ...... 100

7.6 Description of the Geo business

Overview In the Geo business, the Company operates within acquisition, processing and modelling of geographic information. The Company also holds right to several European databases with collections of maps, images and models. With particular focus on online services, the Company provides data and solutions to customers in government, enterprise and consumer markets and enables partners to create applications using the Company’s databases, location based services and navigation solution. The Company supplies a wide range of mapping and geographic services that satisfy local, regional and international standards and specifications. The Company also delivers custom solutions for specific purposes. The Company delivers the following geo products and service:

• Aerial Survey • Ground and Mobile Survey • Mapping and Modelling • Online mapping services BlomURBEXTM • Environmental Consultancy • Forestry analysis • GIS Services

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The Company covers a range of capabilities based on aerial photography and laser scanning. The Company’s engineers and technical experts produce a wide range of geographical models for use in local and central government administration, public works, environmental monitoring and earth observations. Modern use of geographic information supports customers in their management of continuous change, dynamic planning and the development of cities, landscape and coastal zones. The Company focuses on the following market segments:

• Government & Public Administration • Utilities & Infrastructure • Defence & Security • Resources & Environment • Web and Mobility Solutions

The majority of the contracts are won through tender processes, according to the procurement laws and principles of governments and enterprises. Tender announcement database are systematically searched, and with its well established position in the market, the company is routinely invited to relevant call for tenders by major clients. Many of these tendering processed require some sort of prequalification, frame contract or special licenses for participation. In addition, many contracts come through direct interaction with long-time clients and some from targeted sales efforts towards identified potentials.

The Company defines Northern Europe as its core market within the Geo division, where 69% of its Geo revenue in 2014 came from Norway and Sweden.

Government & Public Administration The Government sector is the corner stone of the Company’s customer portfolio within the Geo business. Traditional core services such as aerial or topographical survey have been packaged together with new solutions such as BlomURBEX, which provides instant access to the Company hosted geographical datasets which are fully compatible with the Infrastructure for Spatial Information in the European Community (INSPIRE) Directive. These geo products and services create a good foundation for building a Spatial Data Infrastructure (SDI).

The geo products and services that the Company delivers to the central government agencies and local council, such as BlomOBLIQUE, height data or high resolution vertical aerial imagery, allows for important tasks, such as emergency planning, operational intelligence and asset management to become cost effective whilst still maintaining a high standard result.

The Company has also delivered several major mapping and GIS projects for government customers, especially in the developed world, but also in countries where there are no existing geospatial management infrastructure. The GIS services form part of the Company’s standard service offering, and in combination with our new on-line offering of services and applications constitute a compelling offer to this customer base.

Utilities & Infrastructure Infrastructure is the heart of any country and an area of continuing growth. For companies responsible for the maintenance and evolution of the networks balancing safety, efficiency and progress is a complex mission. The requirement to maintain the networks, plan for the future and cope with natures influence (snow and ice) can be benefited by the use of geospatial data.

The utility and infrastructure sectors are diverse and often highly regulated industries. The Company has a long track record of supplying data to customers in these markets, and is committed to helping the utilities transition into an outsourced service model for their geospatial data needs. These markets include power line management, telecom, transport (rail and road) and water and gas management.

The Company is involved in many diverse frameworks to provide geospatial data to the transportation sectors and to engineering companies that provide design and engineering services to the transportation sector. Sustainable growth relies on efficient and safe procedural methods. By providing high resolution aerial imagery or LiDAR datasets for desktop surveys the requirement for site visits are reduced.

NRC Group has a significant exposure to the infrastructure market and the segment is the fastest growing. The combined platform of surveying capabilities and railway construction will enable the Company to deliver a fully integrated offering and capture growth in the Nordic railway infrastructure market (see Section 7.5 “Description of the Rail business” for further details on the Rail business).

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Defence & Security The Defence & Security market has always been a primary consumer of geospatial data. Awareness and usage of geospatial data within this industry is now also increasing due to the increased availability of high resolution satellite and aerial imagery from multiple suppliers and the distribution of this information via the internet. The Company has been involved in many frameworks for many years and is a trusted supplier to the defence industry with many clients throughout Europe. The geospatial data delivers high resolution aerial imagery (vertical and oblique), LiDAR and mapping services. In recent years the Company has also successfully supplied access to their various services via the BlomURBEX™ geoserver.

All emergencies services are at the forefront of national prevention, protection and rescue. Under today’s strict budgetary confinements, emergency services are forced to reduce costs whilst increasing their performance from dealing with minor public disturbances to the threat of terrorism. The Company’s geospatial data and solutions can be used in a variety of ways to improve efficiency, add locational intelligence and provide detailed visualisations of sites not accessible via normal methods.

BlomOBLIQUE aerial imagery is recognized by the European Emergency Number Association (EENA). Brussels Fire Brigade has been awarded for using BlomOBLIQUE aerial imagery as a new key integrated component within the daily workflow of the brigade. Geospatial data aides the decision process and saves time, resources and most importantly, lives.

Resources & Environment The Company uses a combination of traditional and newly developed technologies to provide geospatial information to aid all stages of environmental impact assessments. The Company’s mapping and remote sensing capabilities can play a major part in assessing environmental impact of new urban developments, infrastructure and other factors. The Company’s technology and experience provides detailed mapping and modelling of land, terrain and vegetation as the basis for advanced analysis.

In the field of Forestry (inventory and engineering), the Company has specialised skills combined with many years of experience in serving the industry with top-of-the-line consultancy services. These services provide vital geospatial intelligence and allow end users to carry out assessments from the office. This reduces site visits and increases efficiency.

The Company also provides cost effective survey and mapping solutions for Renewable Energy projects. From initial feasibility studies through to post construction monitoring, the Company can assist at every stage of the development process by providing accurate environmental and topographic data.

Web and Mobility Solutions With the rise of on-line mapping portals for the consumer market, the use of geospatial data is now ubiquitous and present in applications ranging from web portals to smartphone. The Company’s vast archive of geospatial data, all available on the BlomURBEX geoserver, gives the Company the possibility of offering our premium content and data models through offline or online hosted formats.

The Company’s vast archive of aerial imagery and 3D models balances the requirement of high quality and geographical coverage range. Blom3D™ is used in city planning and in car-navigation systems, while traditional aerial imagery is currently widely used to visualisation geographical locations in the news or in documentaries.

BlomSTREETTM is a collection of georeferenced, high-resolution, 360 degree panoramic images that are captured from ground level. Compared to other free street level services on the web, BlomSTREET users have the ability to take measurements directly from the imagery. It's also possible to download data in various file formats. Metadata is included, meaning it’s possible for clients to know exactly what time and day the images were captured.

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BlomURBEX™ BlomURBEX™ is a geographic online-server where all of the Company's imagery and models are available. The Company is developing and offering new geo products and services through BlomURBEX™ based on the Company's unique content, as well as content and services that are offered by its partner network.

In several of the markets in which the Company operates, the customers want access to geo information as an online service. The BlomURBEX™ platform deliver geo products and services both offline and online. BlomURBEX™ has a set of tools to make all content available via different platforms and in different applications. These tools support reliable, quick and easy integration with the customers’ end-user applications, enabling direct access to the vast amount of information and data models in BlomURBEX™.

The BlomURBEX™ tools support reliable applications with high performance for the public sector and corporate markets, as well as the high volume consumer market, for navigation and location based services. Integration tools, such as plug-ins, development toolkits and programming interfaces are available to most software developers and system integrators.

BlomURBEX™ is a flexible, all in-house developed platform created to serve emerging markets in areas ranging from defence & security (including private security) to finance & insurance, media, telecommunications, transport and logistics.

Aircrafts and sensors The Company owns and operates 5 aircrafts and several sensors. The aircrafts are registered in Norway. In 2015, three aircrafts are kept airworthy and duly certified under regulations from Civil Aviation Authority (CAA). The Company has, through its subsidiary Blom Geomatics AS a valid Declaration of Competency from CAA to conduct Aerial surveying.

The Company owns various types of sensors for aerial photo, aerial laser-scanning and ground-based laser- scanning. The sensors are state-of-the-art sensors, and normally under full maintenance contracts with the supplier.

7.7 Projects, seasonality and backlog

Projects Some of the Company’s completed and on-going projects are summarized in the table below:

Summary of some of the Company’s completed and on-going projects Project Start-up Completion Project value Client Description European Content Q1 2015 Estimated to N/A N/A Orthophoto library covering most Program 2017 European countries. The Company will retain certain rights to the library Large railway May 2015 Estimated to N/A N/A Processing of above 10,000 km laser and project June 2016 imagery data of UK railways. New and advanced product developed in cooperation with co-suppliers and customers Aerial surveying Yearly N/A NRC 2015 share Kartverket Program consisting of several smaller and mapping program as of May: NOK projects including aerial photography, 27 million airborne laser scanning and vector mapping Reconstruction of February December 2014 NOK 38 million Jernbaneverket Renovation of platforms at Greverud Greverud station 2014 station Construction of October June 2015 NOK 39 million Jernbaneverket Etterstad – Lillestrøm cable project cable channels 2014 Demolition and April 2015 Estimated to NOK 77 million Sporveien Østensjøbanen rehabilitation project construction April 2016 Change of track April 2013 August 2013 SEK 190 million Trafikverket Alvestad – Âlmhult track and switches and switches project Rosersbergs July 2013 December 2014 SEK 170 million Trafikverket BEST work on a coming post terminal as terminals well at Rosersbergs industrial area Jakobshyttan April 2013 March 2015 SEK 140 million Trafikverket Jakobshyttan junction project including junction BEST work

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Seasonality Both the Rail and Geo business segments are affected by seasonal variation, typically with lower level of activity during the Q1 due to weather condition and timing of customer decisions in major projects. The Company usually start with a focus on bidding processes in Q1 with project implementation in Q2 to Q4. Q1 is normally less profitable for both the Rail and Geo division.

Unaudited combined revenue and EBITDA (non IFRS) Numbers in NOK million Q1 Q2 Q3 Q4 Q1 Q2 Q3 2014 2014 2014 2014 2015 2015 2015 Revenue Geo division ...... 42 71 80 53 37 59 79 Rail Division ...... 108 170 230 210 98 157 271 Segermo ...... 50 64 92 84 57 85 117 Total revenue ...... 200 305 398 348 192 299 461

EBITDA Geo division ...... -3 6 13 3 -7 -4 5 Rail division ...... 10 19 28 16 -17 4 31 Segermo ...... 9 10 11 10 10 11 14 Total EBITDA ...... 12 31 49 27 -17 8 50

1 Other costs (ASA costs) adjusted for in aggregate EBITDA figures

For more financial information and pro forma financial information for the Group, see Section 10 “Financial Information” and Section 11 “Unaudited pro forma financial information ”.

Backlog For the purpose of this Prospectus, the backlog figures have been compiled based on certain assumptions. The historical numbers shown below should therefore be taken as illustrative only.

The Company has a number of frame contracts, where the order book contains estimated future call-offs calculated by the management based on previous experience with similar contracts.

Q1 Q2 Q3 Q4 Q1 Q2 Q3 2014 2014 2014 2014 2015 2015 2015 Numbers in NOK million Rail Division 383 381 419 247 613 883 839 Geo Division 109 115 64 52 142 201 151 Segermo 120 200 140 79 95 565 570 Total NRC Group 612 696 623 378 850 1,649 1,560 Increase (decline) q-q 84 (73) (245) 472 1,177 (89)

One should note that the strong increase in orders for the Rail Division during April 2015 is to a large extent due to a build-up in orders due for production in 2016 - 2017.

7.8 Intellectual property rights, patents and licenses The Company has several licenses to fly and capture aerial photography and doing other type of airborne surveys. These permits and licenses are handled by each local subsidiary and are subject to approval from local authorities. The Company is not dependent on these agreements to conduct its business. There are no other material patents, licenses, or intellectual property rights which the Group depends on for its daily operations.

7.9 Description of Segermo Segermo is a Swedish infrastructure company founded in 2012 by Hans Johnsen and Daniel Pettersson. The company’s registered office is in Karlstad, Sweden and organization number is 556907-5251. The company had as of 9 November 2015, 50 employees, the vast majority with background from PEAB and Sveab.

Segermo carries out both total and performing contract works in the rail, road and civil engineering space. In the rail segment, the company performs projects within tracks, channelling and platforms. In the area of civil engineering, the company is involved in the groundwork, project management and the construction of streets and roads. The company’s customers are Trafikverket, municipalities and larger entrepreneurs, where Trafikverket is the largest customer. Segermo has highly qualified and experienced project managers in Sweden within groundwork and was awarded the first ever framework agreement for groundwork in Sweden in August 2015 with Trafikverket.

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Some of Segermo's on-going projects Project Segment Start-up Completion Description Station in Älmult Rail August 2015 April 2016 Rebuilding and modernization of rail station to improve safety and the flow of freight traffic

Stage II of Rail September 2015 November 2016 Construction of a new underpass, replacing the two Kilafors intersections, and connecting roads. Project together with SJT

New Station in Rail May 2015 June 2016 Rebuilding of the station to allow for higher rail Kville traffic. Project together with SJT Gothenburg

New double track Rail April 2015 End of 2017 Mark and ducting works for the new double track in in Uppsala Old Uppsala. Project together with SJT

Housing in Civil Beginning of N/A Ground work for the 300 new homes Karlstad engineering 2016

New E18 Road September 2015 Autumn 2017 The renewal of E18 between Björkås and Skutberget

Örebro Civil August 205 2017 Groundwork for residential blocks engineering

School in Civil March 2015 November 2016 Groundwork Kristinehamn engineering

Shopping Centre Civil November 2015 Spring 2016 Work includes new asphalt, new tiling, docks and in Karlstad engineering lighting

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8. MARKET ANALYSIS

8.1 Market overview for the Company’s Rail business

Introduction The railroad’s strength as a system of transportation can be used as a strategic tool together as part of a nation’s overall politics to connect areas and regions closer. The Norwegian and Swedish population is fairly small compared to the size of the countries' land area and many areas of professional/industrial expertise and competence are characterised by small communities. These countries are dependent on well-functioning communication systems between cities and regions to get access to a greater range of skills, businesses and attractive residential areas. The railroads characteristics with high speed, high comfort and large capacity can open new possibilities for business interaction and social development.

The majority of contracts within the Rail segment are given by the national agencies for railway services; Jernbaneverket in Norway and Trafikverket in Sweden. The market is still dominated by established state owned contractors. However, private companies are increasingly challenging and winning contracts as private contractors could be considered price competitive as they may in many cases provide more efficient cost structures compared to state controlled contactors.

Norwegian and Swedish government employ long-term national transportation plans to develop their transportation systems. The plans are developed every fourth year. Both the Norwegian and Swedish railway market will be characterized by heavy investments in the next 5 to 10 years. According to the Norwegian National Transportation Plan (“NTP”) the Norwegian Government plans to invest NOK 173 billion in railway during 2014 – 20231. In Sweden, the Swedish Government approved a SEK 522 billion transportation plan for the period 2014 – 2025.

The railroad construction scope Rail infrastructure includes stations and terminals, rail tracks and other related constructions such as tunnels, bridges and crossings. Stations and terminals include construction of new railroad stations with buildings, platforms and platform extensions to be compatible with new train sets, terminal areas for goods transportation and related infrastructure, information systems etc. Rail tracks include the construction of the actual tracks with ballast, sleepers and tracks as well as catenary, signalling, fibre and electrical systems and monitoring. The railroad construction phase can be divided into 3 stages:

• planning, design and engineering • groundwork • railroad construction

The railroad construction can be divided into two main categories: • formation (related to ground work) • permanent way with track, switches, cabling, signaling and power supply

The Norwegian and Swedish railroad construction markets have high barriers of entry. Both markets are highly regulated and contractors need a wide range of approvals to be able to provide the complete range of services. Contractors are also required to show references and history and to meet the economic requirements.

1 Source: Statens vegvesen vegdirektoratet, National Transportation Plan 2014-2023.

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The tender process, scope and qualifications A typical tender process can be described as shown below:

The Norwegian railway construction market The Norwegian railway network has a total of 4,230 km of rails where 6% are double tracks and 60% are electrified. According to the Association of Consulting Engineers in Norway 2015 report “State of the Nation” on the health of the Norwegian infrastructure, the condition of the Norwegian rail network is level 2 on a scale between 1 and 52. This implies that the infrastructure is in a poor condition, the functionality is at risk and extensive maintenance is needed immediately. The standard varies between the different railway lines, but generally the railway’s average age is high and the modification lag large. Relatively little has been invested in new rails since the 1960s. The last 10 years only approximately 44 km of new rails have been laid. According to Jernbaneverket’s mapping of the infrastructure shows that the technical lifetime, especially related to the power lines, drainage- and signalling system, is outdated or about to be outdated the coming years. RIF estimates an investment need of approximately NOK 500 billion to increase the condition from level 2 to level 4.

In June 2013, the Norwegian Parliament approved the NOK 173 billion NTP plan for railway for the period 2014- 2023, representing an average annual investment of approximately 17 billion per year and 58% increase from the previous NTP. The plan represents a historical step-up in investments in railway infrastructure and includes major projects like the Inter-City development in the greater Oslo area. The plan comprises more than NOK 78 billion of expenditure for operation and maintenance of existing railways as well as NOK 95 billion of investments in new rail infrastructure. Railway spending is set to increase 59% the next four years and a further 17% in the last part of the plan period.

Norwegian Transportation Plan versus government budget3

20 17,7 18 15,6 16 14 12,1 10,0 10,7 12 9,2 10 7,1 18,0 8 5,5 5,8 15,3 15,3 15,3 15,3

NOK billion 6 9,8 9,8 9,8 9,8 4 2 4,7 4,7 4,7 0 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

NTP Government budget

According to the Norwegian 2015 Fiscal Budget, the government plans to spend NOK 17.7 billion on railways in 2015. This includes investments, maintenance and operations. NRC Group ASA operates in the BEST segment, which includes tracks, electrical, signal and telecom systems. The BEST part of the market is estimated to NOK 4.1 billion in 2015 by PwC, representing 23% of budget. 40% of BEST is estimated to be used on construction and 60% on maintenance4.

2 Source: Rådgivende Ingeniørers Forening (RIF), Norges Tilstand 2015 “State of the Nation” 3 Source: National Transportation Plan 2014-2023, Company estimates 2015 4 Source: Company estimates 2015

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Market for BEST construction and maintenance in 2015

16 2,8

12 9,7 8 17,7 NOK billion 4 1,0 4,1 0 Total Operations Services not In-house Addressable estimated rail related to services BEST market market budget BEST performed by in 2015E 2015 Jernbaneverket

For 2016, the Norwegian Government suggest to increase its railroad spending to NOK 21.3 billion. With this proposal, the government has surpassed the financial framework for the train the first three years of the National Transport Plan 2014-2023 by about 3.5 billion. NOK 9.7 billion is estimated to be used on investments in the rail network, approximately 14% less than in 2015. Of these approximately NOK 4.1 billion is to be used for new double track line between Oslo and Ski. The Government plans a significant increase in maintenance funds for Jernbaneverket in the state budget for 2016. There are grants for renovation of old infrastructure that increases the most. The Government proposes to allocate close to NOK 8.3 billion for operations and maintenance, an increase of over 20 percent compared to 2015. With this proposal, the maintenance backlog is reduced further in 2016.

According to the NTP, the transportation need towards 2050 is affected by several factors, where the increase in population and demography are the two most important;

1. The population is expected to increase with 30% Statistisk Sentralbyrå (“SSB”) expects the population to increase from 5.1 million today to 6.6 million in 2050, representing an increase of 29%. Equivalent, the population has grown with 26% the last 35 years.

2. Nearly 60% of the population growth is expected to occur in and around towns The population settles increasingly in and around cities, and especially the larger cities have experienced a sharp growth in population. There are several explanations why urbanization occurs, where a larger labor market is a key explanation. A city offers workers better job possibilities. In addition, proximity to service is an important explanation. 60% of the population growth in the period between 1972 and 2014 occurred in the four metropolitan areas (Oslo, Bergen, Stavanger and Trondheim), and SSB expects this trend to continue towards 2050.

3. Continued economic growth will increase the need for transportation With economic growth, the population buys more goods and services, which increases the need for transportation of goods. Although the economic growth per capita by 2050 is uncertain, it is reasonable to expect a continued growth.

4. Technological development will provide transportation options we do not currently see Technological development may have an effect on the choice of transport, travel and greenhouse gas emissions.

5. Climate. By 2050 there will be a need to improve air quality in big cities. The transportation sector contributes significant to reduction in greenhouse gas emissions.

Major railway infrastructure projects NTP has identified several larger railroad infrastructure projects. These projects include the Inter-City area, Follobanen, Ringeriksbanen, Sørlandsbanen, Kongsvingerbanen and Gjøviksbanen. In addition, several projects are planned in the Bergen, Stavanger and Trondheim region.

It is broad political consensus to build an efficient Inter-City high speed train network by 2030. The development of the Inter-City area with double tracks is the largest railway infrastructure project to date and will contribute to alleviate the pressure on a fast growing Oslo. The goal is to shorten journey times and increase the frequency of departures to transform large parts of Eastern Norway into one seamless residential and labor market.

• High speed Inter-City railway around the greater Oslo area to be completed to Hamar, Tønsberg and Fredrikstad by 2024

43 Prospectus – NRC Group ASA

• Inter-City to extend to Lillehammer, Skien and Halden by 2030

• Ringeriksbanen progressed by new political administration and given Inter-City status with possible construction kick-off in 2018

According to the NTP, the development of a double track railway in Norway will be prioritized in the following sequence5:

Step 1 Vestfoldbanen Double tracks Drammen – Kobbervik or Nykirke – Barkåker Østfoldbanen Follofanen, Sandbukt – Moss – Såstad, haug – Onsøy Dovrebanen Kleverud – Sørli, Venjar – Eidsvoll, Eidsvoll – Doknes, Åkersvika – Hamar Step 2 Vestfoldbanen Drammen – Kobber vikdalen or Nykirke-Barkåker Østfoldbanen Onsøy – Seut, Seut – Lisleby, Lisleby – Sannesund – Sarpsborg Dovrebanen Doknes – Langset, Brumunddal – Moelv Step 3 Remaining sections for double tracks

During step 1, the frequency of departures is the most important focus. However, there will likely be some reduction travelling time as well

Estimated reduction in travelling time Estimated reduction in travelling time after Distance after step 2 is completed step 3 is completed Oslo – Fredrikstad/Halden 21 min / 23 min 21 min / 37 min Oslo – Hamar/Lillehammer 11 min / 12 min 30 min / 55 min Oslo – Tønsberg/Skien 28 min / 49 min 28 min / 66 min

Inter-City development map:

The Swedish railway construction market According to Trafikanalys in Sweden, the Swedish railway infrastructure consists of approximately 10.8 million km of rails, where 8.2 million km (76%) are electrified and 2.0 million km are double-tracks (18%).

Similar to Norway, the Swedish government has significantly increased its investment in infrastructure. In April 2014, the Swedish government approved a SEK 522 billion transportation plan for the period 2014-2025. This represents a 20% increase compared to the previous national transportation plan. Of the SEK 522 billion figure, SEK 241 billion is estimated to be deployed for operations and maintenance, of which SEK 155 billion for road and SEK 86 billion to operation, maintenance and re-investment in existing railways. SEK 281 billion is estimated

5 Source: Jernbaneverket (Development program – 2014-2023)

44 Prospectus – NRC Group ASA to be deployed to develop infrastructure. Furthermore, the Swedish government intends to spend SEK 140 billion on new high-speed railway infrastructure until 2035.

In 2014, Trafikverket spent SEK 17.8 billion on railroad, whereof SEK 8.6 billion (48%) on construction and SEK 4.9 billion (27%) on maintenance. This is approximately SEK 1.2 billion more than in 2014, where approximately SEK 500 million of this increase is for maintenance. The railway maintenance projects are becoming larger and more complex which is in favour of the larger suppliers. In 2012, Trafikverkets 10 largest suppliers represented 68% of all maintenance volume. In 2014, this had increased to 88%.6.

The government estimates more than 150 projects will be executed in the period, where the largest project being a new high-speed railway between Stockholm/Järna and Linköping (Ostlänken).

Overview of the largest construction projects in Sweden (SEK million)7

10 Göteborg-Borås 9 SEK 15bn

8 Västlänken 7 SEK 20bn

5 Östlänken SEK 35bn 4 Hallandsås SEK 10.5bn 3 Mälarbanan SEK 10.7bn 2 Marieholmsförbindelsen SEK 4.85bn 1 ERTMS Citybanan SEK 30bn SEK 16.8bn 0 2014 201520162017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

The Swedish national transportation agency, Trafikverket, distributes bi-monthly a comprehensive overview of upcoming tenders. Seasonally, tender activity is high during fall/winter for next year projects. The latest overview show firm tenders of SEK 2.7 billion within the Company’s key competence area for execution in 20158.

Upcoming tenders

6000

5000

4000

3000

SEK million 2000

1000

0 2015 2016 2017 2018 2019

Firm +/- 2 months Firm +/- 6 months Possible

Competitive landscape The players in the railway constructions business can be divided in 3 categories; • Civil contractors ̵ Typically involved in the groundwork ̵ Carried out by regular civil contractors ̵ Fierce competition and lower margins business ̵ Example of players: Veidekke, Skanska, AF Gruppen, Implenia and Ossa

6 Trafikverkets inköpsvolym 2012-2014 7 Source: Trafikverket 8 Source: Trafikverket

45 Prospectus – NRC Group ASA

• Railway specialists ̵ Few players dominating the Norwegian and Swedish market ̵ Typically 3-4 companies in tender processes ̵ Example of players: Nordic Rail Construction, InfraNord, Baneservice, Norsk Jernbanedrift, VR Track and Strukton • International rail contractors ̵ International rail contractors typically acting in consortiums with local railway specialists or civil contractors on large projects ̵ Limited local presence, project to project basis ̵ Equipment provider of heavy duty machinery ̵ Example of players: Leonard Weiss Bauunternehmung, Swietelsky and Wiebe

The Nordic market is characterized by strong local players with capabilities to deliver in accordance with strict requirements. The key competitors for NRC Group are Baneservice, Norsk Jernbanedrift, InfraNord, Strukton and VR Track9.

Railway specialists in Norway, revenue 2014 Railway specialists in Sweden, revenue 2014 500 4000

400 3000

300 2000 200 SEK million NOK million 1000 100

0 0 Baneservice NRC Rail Norsk InfraNord InfraNord Strukton VR Track SJT Norge Jernbanedrift Rail

8.2 Market overview for the Company’s Geo-business

Introduction The Company is addressing markets and segments that have a need for managing, analysing, producing or exploiting geo information. The markets continuously evolve due to an on-going digitalization trend combined with an increasing use of new technology. Geo data are fairly short-lived in urban areas due to continuous development and contractions. This data needs to be updated regularly.

In the consumer market, new technology and new products will enable (available and developed for) the market with advanced geo information for free through the global players, such as Google, Apple, TomTom and others. The Company’s position in this market is as a provider of geo services and products to these global players.

The professional market demands high-quality, usually tailor-made / unique, solutions frequently integrated in advanced GIS solutions. These systems are applied by the clients to enhance geo services in order to improve efficiency, work faster and/or smarter (offered and to increase the overall efficiency). Likely users are yellow pages, municipalities for urban planning, emergency units for the police, powerline companies, railways, road authorities (with maintenance planning for their high-voltage power lines) and others. In this segment the Company has the ability and technology to develop, implement and maintain unique solutions directly to the end users.

8.3 Market fundamentals The global geo market has changed dramatically over the last few years. Geo data that used to be “paid data” is now made available for free based on “new business models”. The industry has experienced a transformation which has had huge impacts for all players in the IT and technology industry. Key elements are:

• Rapid growth of smartphones and tablets has resulted in a global build out of broadband and access to Wi-Fi zones. People are “always connected”

9 Source: Proff.no, Bizweb.no, Allebolag.se (Baneservice, Strukton and VR Track are 2014 estimates)

46 Prospectus – NRC Group ASA

• Apple, Google, Samsung, HTC, Nokia etc. have realized the importance of access to quality content, where geo information is key

• Starting from basis maps, consumers have been given access to increasingly advanced information (i.e. 2D and 3D city models)

• Reduced airfare tickets during the last years have resulted in an huge growth in leisure travel around the world, where use of advanced geo information is key (i.e. point of interest, hotel locations)

• New business models from Google, Yahoo & Apple have dramatically changed the game and made geo information available for free to consumers

• Use of advanced GIS solutions for professionals have experienced growth worldwide (i.e. growth in urban cities, climate changes, flooding’s)

According to a report by Oxera, the impact of geo services can be split into three categories (1) direct effects, (2) consumer effects and (3) wider economic effects.

Direct effects include companies directly involved in producing geo services such as Google, Carifact and Garmin. These effects are measured by revenue generated, market capitalization, gross value added or by jobs involved in producing these services. Oxera estimated that the geo services sector generates revenue of USD 150 – 270 billion globally.

Geo services are not necessary valuable in themselves but help consumer engage in various activities, including time and fuel savings, emergency response and education. Wider economic effects are increased overall productivity and potential output Estimates of various consumer and wider economic effects are summarized in the graph below10.

Estimates of various consumer and wider economic effects

8.4 Defence and Security Market description The defence and security market is comprised of both government and private actors:

1. Government actors: mainly represented by the Ministry of Defence, Emergency Services, Police and Security Services.

At international level, projects range from NATO led military mapping projects like Multinational Geospatial Co- production Program (MGCP), to EU security programs like FRONTEX (Frontières extérieures; Judicial name: European Agency for the Management of Operational Cooperation at the External Borders of the Member States of the European Union).

On a national level, Police and Emergency Services (i.e. Public Safety or Blue Light markets) are also potential customers for geospatial data although they frequently are offered access to the different national datasets provided by the national mapping agencies (eg. Ordnance Survey in the UK or Statens Kartverk in Norway).

10 Source: Oxera Consulting (What is the economic impact of Geo services, Jan 2013)

47 Prospectus – NRC Group ASA

There is a market for non-standard mapping products like oblique imagery, as well as for very high precision aerial imagery and other solutions that the mapping agencies normally don’t cater to. Geospatial data is used for navigation, mission training, training & simulation, intelligence, command & control solutions, etc.

2. Private actors: fundamentally defence contractors and private security companies who need more than just base cartography, including sometimes more complex services with Location Based Services, tracking and very high resolution map data for event management (e.g. Olympics), command & control platforms and other systems.

One of the key characteristics of this market segment is that suppliers are normally required to be residents of the country they want to do business in, on some occasions with security clearance and in every case with a strong, local representation of people who speak the local language. Most governmental customers tend to select and / or favour companies from their own country or with a strong local partner. Most data deliveries are also required to follow detailed national standards.

Customers Customers of the defence and security industries:

• Defence Industry: The Company has been a trusted supplier to this segment for many years, with multiple clients across Europe. These include multi-year Multinational Geospatial Co-production Program (MGCP) NATO standard mapping contracts in France, Spain and UK. The Company also has specific, classified Defence contracts in the UK and Germany. The customers in this industry are fundamentally the different MoD’s of the countries where the company has a strong local presence, but also the major defence contractors like Lockheed Martin, Raytheon, EADS and others.

• Command & Control solutions, and via partnership with companies like FAST Protect AG from Switzerland, The Company’s geospatial data libraries (including 3D) provide the real-world backdrop and “as is” view of the area of interest.

• Emergency Call Centres (such as 112), the Company’s oblique imagery already plays a crucial part in helping operators navigate and view the sites of incidence in critical situations. The Company’s oblique imagery is typically integrated into the emergency dispatch application to instantly provide the operator with visual and measurement information. Since the 112 centres are, by definition, centralised services there are normally not more than 1-4 possible clients in each country. Almost without exceptions, the 112 centres in Europe are public entities.

Resources and environment Market description The R&E market segment is made up of two main groups of customers:

• Oil, Gas and Mineral (OGM) companies (mostly private)

• Environmental agencies (also incl. agriculture, forestry), more projects on local/regional/national basis (mostly public)

These are very different market sectors with different market needs. Oil, Gas and Mineral companies are predominantly private entities with worldwide activities, as the exploitation of natural resources in an efficient manner requires the synergies of a large corporation with many extraction sites spread across the globe. Demand for geospatial data is high, but so is also the need to have access to the data on multiple devices and from many different sites. High precision data services are needed for specific installations and sites, but lower resolution wide area coverage is also important for assessing things like road networks and other logistical needs. Like most private enterprises, this market is quick to pick up on new technologies and ways to make their business more efficient.

Environmental agencies are normally public in nature, and managed through one or several government ministries or programs. The type of services required are related to land use, flooding analysis, crops & harvesting monitoring, etc. The market is very conservative, but a gradual shift has been observed in later years to accept the serving of data in on-line environments.

A major EU-initiative will drive this market further the coming year. Copernicus, previously known as GMES (Global Monitoring for Environment and Security), is the European Programme for the establishment of a European capacity for Earth Observation. The total Copernicus program has a budget of EUR 4 billion up to 2020.

48 Prospectus – NRC Group ASA

The Copernicus land monitoring service provides geo information on land cover and on variables related, for instance, to the vegetation state or the water cycle. It supports applications in a variety of domains such as spatial planning, forest management, water management, agriculture and food security, etc. Land Monitoring Services have a budget of EUR 12 mill in 2015. This includes Sentinel pre-processing and processing space data automatically and manually. The Company has a large experience in processing this kind of data, and we have a good setup of low-cost production facilities that can be utilized in this matter. Our BlomUrbex database services might also be a valuable resource in this respect.

The Light Detection And Ranging (LIDAR) technology provides a cost efficient and accurate forest inventory services, but the use of these technologies also place high demands on data accessibility and integration with industry standard GIS and other tools.

Customers In the OGM market segment, the biggest players are:

• Global Oil Companies: Exxon/Mobil, Shell, BP, Repsol, etc • National Oil Companies: Petrobras, Saudi Arabian Oil Company, etc • Independent Groups: Tullow, Cairn Energy, etc • Major suppliers: Schlumberger, Fugro, etc • Minerals: RioTinto, Glencore, Xstrata, BHP, Anglo American, Vale, etc • Forestry owners

Forestry (inventory and engineering) companies in the Western world have all adopted LiDAR based inventory processes that enable them to accurately plan and forecast yield for their plantations. Big players in the European market include companies like Stora Enso, MoDo, etc.

For monitoring and analysis of growth patterns on vegetation and the impact environmental changes such as flooding and soil erosion have on the landscape, the customer base is largely public entities like the Ministry of Environment or Agriculture in each country.

Government and public administration Market description The G&PA market is basically split into three sub-categories:

• National/Federal • Regional/Province/State • Local

Public administrations across Europe are traditionally some of the biggest consumers of geospatial data, with the national mapping agencies (or IGN’s) taking the lead. Local governments tend to use the data for urban planning and zoning, as well as for cadastral purposes.

There are European directives like INSPIRE who encourages the publishing of publicly held map and geospatial data, yet many entities are still struggling with deploying the necessary platforms. By providing outsourced solutions or platforms that enable these customers to comply with INSPIRE but also achieve a more cost-efficient and better performing service for internal use, new business can be generated. This market is highly competitive and price-driven, but the barrier to entry the market for new companies can be difficult due to national legislation, national standards, language and the ability to proof experience and knowledge. Introduction of new technology is typically slow.

Overview of public sector market in Norway the last 5 years11:

2011 2012 2013 2014 2015

price share % price share % price share % price share % price share % Company Blom 21,841,706 25.30 24,856,064 22.28 16,695,377 28.35 24,289,622 41.94 25,961,727 31.84 Mercator 9,309,072 10.49 12,237,938 10.97 4,764,045 8.09 2,556,416 4.41 2,254,491 2.77 TerraTec 29,964,851 34.72 35,714,525 32.02 27,425,623 46.57 17,356,790 29.97 30,500,995 37.41 Rambøll 11,087,315 12.85 13,989,578 12.54 2,361,00 4.01 4,968,548 8.58 8,653,273 10.61 Cowi 14,11,496 16.35 14,124,991 12.66 7,646,497 12.98 8,739,440 15.09 14,160,056 17.37 Total 86,314,440 100.00¤ 100,923,096 90,48 58,892,642 100.00 57,910,816 100.00 81,530,542 100.00

Preliminary numbers for 2015, market size expected to be a total of NOK 85million for this year.

11 Source: NRC Group ASA

49 Prospectus – NRC Group ASA

Customers Potential customers include every municipal, regional or national government with responsibilities for cadastral mapping (for tax collection), urban planning and other core competences for the public administration.

Traditional core services such as aerial or topographical survey have more recently been packaged together with new solutions such as instant access to hosted services of geo data, fully compatible with the INSPIRE directive. These services are the best basis for building a SDI, from local administration to government size SDI´s.

The services have been provided to projects in over 30 countries in Europe, Central Asia, Latin America, the Caribbean, Africa and the Far East. Customers include Government of Cameroon, Cadastral Agency of Panama and others.

Utilities and infrastructure Market description The utility market is a diverse, often highly regulated business. The market can be split into the following sub- segments:

• Power Transmission • Water & Waste Water • Gas • Electricity distribution • Telecom

These segments are highly dependent on the availability of accurate, up-to-date geospatial content in order to cater to its needs for Operations & Maintenance, Network Planning and other core functional areas.

The market in the Western world is dominated by large, international private companies, on some occasions part- owned by the government but by and large run as private businesses.

Utility companies are adopting new technologies as they see the benefits in form of more accurate data, better integration to GIS systems and Computer-aided design (CAD) systems etc. Utility companies operate in a more non-cyclical, captive market which provides stable revenue and are thus willing to invest in technology and content that allows them to be more competitive.

In a similar way, the infrastructure business is characterised by both large, private multinational companies as well as governmental bodies responsible for infrastructure projects. The construction of roads, railways and other similar projects require the use of high-precisions geospatial data and the whole industry is rapidly moving towards Building Information Model where all modelling is done in 3D environments. In the telecom space, the need for geospatial data and solutions is divided between mobile carriers and fixed line carriers, with focus on data and services suitable for network deployment & maintenance activities.

Customers In the utility segment, there are several large international players like E.ON, Enel, Iberdrola, GDF, EDF, EdP, etc. followed by the 2nd tier companies who normally act on a local market (Vattenfall, Statnett, Statkraft, Fingrid etc.).

The utility companies are moving into an outsourced service model for their geospatial data needs. In addition to supplying geospatial data, customers demand higher value services like business specific data analysis. The challenge is to ensure that the data is distributed and used throughout the organization including the results of the analysis, all presented in a user friendly way or integrated directly with the customers’ own applications.

The Infrastructure market has several international players like Atkins, AHC, OHL, FCC and others. The infrastructure companies need high-precision geospatial data for the planning and execution of their projects, including terrestrial LiDAR scanning, very high resolution aerial imagery, etc. The trend is also to outsource services and there is demand for increased accessibility of data in the field via on-line or embedded solutions. This space are dominated by the large consulting companies, but niche players as the Company has been able to grab market shares due to special competence.

Mobile phone communication requires network infrastructure investments that are critical to successful roll-out and optimization. To make geographic analyses for planning, maintenance and optimization of radio networks customers require digital surface model (DSM) databases. Coupled with high-resolution imagery datasets and on-

50 Prospectus – NRC Group ASA line services, they provide a very powerful combination for the simulation and planning of antenna positioning for wireless telecommunications. Customers for these services include companies like Vodafone or TDC.

Fixed line telecom companies may benefit from oblique imagery when planning new network deployment, deciding optimal access routes and visualising possible impediments before work commences. Potential customers for these geo products and services include companies like Deutsche Telekom, BT, Telekom Italia, Telefónica, Telia and others.

Most of the work within this segment is project oriented, permitting a partnership relationship, with repetitive orders for updates, maintenance etc.

Web and mobility solutions Market description With the rise of on-line mapping portals for the consumer market, the use of geospatial data is now ubiquitous and present in applications ranging from web portals to Smart Phone applications. The market is dominated by a handful of global players, and a slightly more numerous amount of 2nd and 3rd tier regional and even national players.

The directory services industry is converging towards a few main suppliers like Google or Bing, but the second tier players are in dire need of content and services to help differentiate their offering and carve themselves a space on the market.

Another important market segment is Navigation and Location Based Services, where the clear trend is towards 3D and on-line services on the one hand, and Smart Phones instead of Portable Navigation Devices on the other. The ability to embed 3D datasets on portable devices is very important for this market, and the key lies within the mix of visual quality and size of the datasets.

Customers Customers increasingly want access to data and data models as an online service. Customers for these services vary, and the clients in this market segment can be divided in three major categories:

• Directory services/search engines/Web portals: the big players Google and Bing dominate the supply of geospatial data to most of the bigger customers. Medium sized, regional and local customers like 1881.no, Map and Route, Guia Repsol, Via Michelin and Eniro all are customers which could be offered a more differentiated, customised offering of geospatial data services.

• Navigation companies: there are two companies supplying world-wide coverage of navigable maps: TomTom (owner of previous Teleatlas) and NOKIA/HERE (owner of previous Navteq). Higher up in the value chain, we find the device and navigation software manufacturers who are also potential customers.

• Mobile application providers: The market for mobile application providers is more fragmented, with a very large number of small players and a few very big ones, normally linked to social media platforms & services. Customers include companies like Nav N Go, N-Drive, Sygic, etc.

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9. ORGANISATION, BOARD OF DIRECTORS AND MANAGEMENT

9.1 Board of directors In accordance with Norwegian Law, the board of directors is responsible for administrating the Company’s affairs and for ensuring that the Company’s operations are organized in a satisfactory matter.

Members of the board of directors The board of directors currently consists of the following persons:

Name Position Served since Term expires Helge Midttun ...... Chair 2 December 2015 Annual general meeting 2017 Kristian G. Lundkvist ...... Board member 27 September 2013 Annual general meeting 2017 Brita Eilertsen ...... Board member 28 May 2015 Annual general meeting 2017 Kjersti Kanne ...... Board member 27 September 2015 Annual general meeting 2017 Harald Arnet ...... Board member 11 August 2015 Annual general meeting 2017

Helge Midttun, Asker, chair. Helge Midttun has wide experience from many industries where he has held senior management positions and served as board member. He has been CEO of Fjord Seafoods ASA, a major international salmon farming company, and has worked for Rieber & Søn a food company, where he also was chairman for 6 years until it was sold to Orkla. He has also been President and CEO of the international ship classification and certification company Det norske Veritas and Aker Biomarine ASA and served on the boards of Statoil ASA and Aker KværnerAker ASA.

Current directorships and senior management positions ...... Aibel AS (chair), Atlantis Vest AS (chair), Daldata AS (chair), Hent AS (chair), Slakteriet AS (chair), Sonans AS (chair), Cermaq AS (board member), Norway Ratos (advisory board member), DLA Piper (advisory board member). Previous directorships and senior management positions last five years ...... Rieber & Søn ASA (chair), King Oscar AS (chair), Ayanda Group AS (chair), Nordic Seafarms AS (chair).

Kristian G. Lundkvist, Nøtterøy, board member. Lundkvist is the founder of Middelborg AS, a corporation with roots from the retail business in the telecom industry, which has grown into a diversified holding company including investments in real estate, equities, and shipping. Middelborg AS is a long term industrial owner who actively participates in the value creation of the companies in the portfolio, especially business development, optimization of capital structures and networking.

Current directorships and senior management positions ...... ASMerckx AS, Urbex Invest AS , Dome Energy AB, Emercor AS, Tunsberghus AS , Foyn Corp AS, SES Shipping AS , Kjedehuset AS, Middelborg Eiendom AS, Fjordgaten 9 AS, CMB Invest AS and as Chair of the boards of Teki Solutions AS, Netconnect ASA (currently board member), Contante AS, Bustein AS, Rotor Invest AS, Navis Finance AS. Previous directorships and senior management positions last five years ...... None.

Brita Eilertsen, Oslo, board member. Eilertsen has 10 years experience as active professional board member for both stock exchange listed and private companies in different industries, including banking, finance, asset management, technology and real estate. Prior to that, Eilertsen worked as an investment banker at SEB Enskilda (1994-2004) and Forenede Fonds. She also has experience from Prudencia AS and Touche Ross Management Consultans. Eilertsen holds an MSc. in Economics (Siviløkonom) from the Norwegian School of Economics (NHH) in Bergen and is a chartered financial analyst (AFA).

Current directorships and senior management positions ...... Next Biometrics ASA (chair), Scanship Holding ASA (board member), Pareto Bank ASA (board member), Unifor (board member), Nussir ASA (board member), Carnegie Kapitalforvaltning AS (board member), Anders Jahres fond til vitenskapens fremme, (board member), Vernix Pharma AS (board member), La Dessa AS (chair). Previous directorships and senior management positions last five years ...... Saga Tankers ASA (board member), IT Fornebu Properties ASA (board member), Blom ASA (board member) , Itera Consulting Group ASA (board member), Europay Norge (board member).

Kjersti Kanne, Bærum, board member. Kanne has more than 20 years of operational experience and technical expertise from the oil&gas industry. Since 1997 share has held several positions within GE Oil & Gas, Subsea Systems, currently as Engineering Director. Previously she has held positions with Sylvester Industrier AS and Oceaneering AS. Kanne holds a Bachelor of Science (BSc) from Oslo University College of Applied Sciences in

52 Prospectus – NRC Group ASA

Naval Architecture and Marine Technology and a Master of Science (MSc) from Norwegian University of Science and Technology in Naval Architecture and Marine Technology.

Current directorships and senior management positions ...... Stabæk Idrettsforening, board member. Previous directorships and senior management positions last five years ...... None.

Harald Arnet, Oslo, board member. Arnet is the CEO and a partner at Datum AS. Mr. Arnet has more than 30 years national and international experience in corporate finance, industrial and financial investments.

Current directorships and senior management positions ...... Datum AS (general manager), Datum Finans AS (general manager) Datum Invest AS, (general manager) Hato Invest AS (general manager), Trojan AS (general manager), Hato Invest AS (chairman), Hermia AS (chairman), Datum Invest AS (board member), Datum Finans AS (board member), Trojan AS (board member), Fara ASA (board member),Torre Iron AS, board member, Fias Invest AS (board member), Douro Gold AS (board member), Targovax AS (board member), Maximus AS (board member), NEL ASA (board member), Fjellfin ANS (deputy board member), Powhatan AS (deputy board member). Previous directorships and senior management positions last five years ...... Fesil AS (deputy board member), TH Finans AS (chairman), H Arnet AS (chairman), TH Finans AS (general manager), TH Finans AS (board member), H Arnet AS (general manager), Trojan AS (chairman), Fesil Utvikling AS (board member), Douro Gold AS (general manager), Fesil Venture AS (board member), Datum Holding AS (general manager), Datum Holding AS (chairman), Wega Mining AS (board member), Heti AS (board member), Fesil Holding AS (deputy board member).

The business address of the Company’s board of directors is c/o NRC Group ASA, Drammensveien 165, 0277 Oslo.

None of the members of the board of directors has a service contract with the Company or any of its subsidiaries providing for benefits upon termination of their role as board members.

Director’s shareholdings Shares held by members of the board of directors as of the date of this Prospectus (including shares hold through private investment companies):

Name Number of Shares Helge Midttun ...... 100,000 Kristian G. Lundkvist1 ...... 5,606,517 Brita Eilertsen2 ...... 35,000 Kjersti Kanne ...... 1,500 Harald Arnet3 ...... 0

1 Shares held by Urbex Invest AS, a company indirectly controlled by Mr. Lundkvist. In addition, Mr. Lundkvist has the right to acquire 850,000 Shares from DNB Bank ASA under a term contract with DNB Bank ASA. 2 Shares held by a party closely related to Ms. Eilertsen. 3 Mr. Arnet is the general manager of Datum AS, one of the Company's largest shareholders holding 5,100,000 Shares as of the date of this Prospectus.

Independence of the board of directors In accordance with Norwegian law, the board of directors is responsible for administering the company’s affairs and for ensuring that the company’s operations are organised in a satisfactory manner. The company’s Articles of Association provide that the board shall have no fewer than three members and no more than nine members. In accordance with Norwegian law, the CEO and at least half of the members of the Board must either be resident in Norway, or be citizens of and resident in an EU/EEA country. The members of the board are elected by the general meeting of shareholders. The board of directors is elected for a term of two years. Board members may be re- elected. In the event of equal voting, the chairman of the board shall have a double vote. The board of directors consists of five members, whereof three are independent of the management, main business associates and the main shareholders.

Audit committee The board of directors has elected an audit committee amongst the members of the board of directors consisting of Brita Eilertsen (chair) and one new board member to be appointed.

53 Prospectus – NRC Group ASA

Pursuant to section 6-43 of the Norwegian Public Limited Liability Companies Act, the audit committee shall: • prepare the board of directors’ supervision of the Company’s financial reporting process; • monitor the systems for internal control and risk management; • have continuous contact with the Company’s auditor regarding the audit of the annual accounts; and • review and monitor the independence of the Company’s auditor, including in particular the extent to which services other than auditing provided by the auditor or the audit firm represent a threat to the independence of the auditor.

Remuneration committee The Remuneration Committee is responsible for recommending policies and programs that govern the Company’s compensation and incentive award plans. The committee consists of Kjersti Kanne (chair) and Kristian G. Lundkvist.

Remuneration to the board of directors The total remuneration paid to members of the board of directors for the period from 22 May 2014 until the annual general meeting in 2015 was NOK 1,125,000. The table below sets out the remuneration paid to current members of the board serving as board member in that period:

Name Amount (in NOK) Kristian G. Lundkvist ...... 225,000

9.2 Management

Management The Group's management is responsible for the daily management and the operations of the Group. The board has initiated a process with an outside consultant firm to recruit a permanent CEO and CFO to the group. As of date of publication of this Prospectus, the Company’s management team consists of the following individuals:

Lennart Flem, Acting CEO and acting Head of NRC Geo Division. Lennart Flem has more than 15 years of experience in management and leadership for technology and business development in several industries, including industrial automation and geomatics. He earned his master’s degree in informatics at the University of Oslo and his technology management specialisation at the Norwegian University of Science and Technology.

Current directorships and senior management positions ...... NRC Group Holding AS (chair and managing director), Blom AS (chair and managing director), Blom Geomatics AS (chair and managing director), Blom Data AS (chair and managing director). Previous directorships and senior management positions last five years ...... Norsk Elektro Optikk AS (managing director), Terratec AS (department manager).

Anne-Marit Aamlid, Head of finance and accounting. Aamlid joined NRC Group ASA in 1999 and has held various positions within finance and controlling. Prior to joining NRC Group ASA she held various positions within finance and IT-related areas in a listed international pharmaceutical company. She holds a Master of Science in Business from BI (Siviløkonom, Norwegian Business School) and 1 year Management Program of Information- Technology. She has wide experience within the areas of consolidation and reporting, controlling, analysis, business planning, M&A and implementation of ERP solutions.

Current directorships and senior management positions ...... NRC Group Holding AS (board member), Blom AS (board member), Blom Geomatics AS (board member), Blom Data AS (board member). Previous directorships and senior management positions last five years ...... None

Øivind Horpestad, Head of NRC Rail Division. Horpestad has more than 8 years of experience in management, leadership and business development from the railway industry. Øivind is one of the original founders of Team Bane, and has previously held positions within VRS Installasjon AS, VRS Rail AS, AMT UK Ltd and Coast Capital.

Current directorships and senior management positions ...... NRC Rail Group AS (CEO and board member), NRC Rail Norge AS (CEO and board member), Charlotte Holding AS (general manager and chair).

54 Prospectus – NRC Group ASA

Previous directorships and senior management positions last five years ...... TB Eiendom AS (chair),Team Bane Anlegg AS (board member), Team Bane Maskin AS (board member), VRS Installasjon AS (business development), VRS Rail AS (CEO).

On 17 November 2015, the Company announced that Dag Fladby has been employed as new CFO with effect as from 1 March 2016.

The business address of the Company’s management team is c/o NRC Group ASA, Drammensveien 165, 0277 Oslo.

No member of management has entered into an employment or service contract with the Company or any of its subsidiaries providing for benefits upon termination of their role in the management, except for Anne-Marit Aamlid and Øivind Horpestad who has waived their protection against notice in exchange for severance pay corresponding to 9 months’ and 12 months’ salary, respectively, if the employment is terminated by the Group, in addition to all agreed benefits and salary in the notice period of 3 months’ and 6 months’, respectively.

Management’s shareholdings Shares held by the management as of the date of this Prospectus (including shares hold through private investment companies):

Name Number of ordinary shares Lennart Flem ...... 0 Anne-Marit Aamlid ...... 0 Øivind Horpestad1 ...... 1,928,008

1 Shares held by Charlotte Holding AS, a company controlled by Mr. Horpestad, as of the date of this Prospectus. In addition, Mr. Horpestad has the right to acquire 500,000 Shares from DNB Bank ASA under a term contract with DNB Bank ASA.

The Company does not currently have any agreements with key employees concerning allocation of shares, subscription rights, option and other forms of remuneration linked to shares. An employee incentive program involving shares is due to be launched shortly, however.

Pension and other obligations to management The companies in the Group have different pension schemes. The pension schemes are financed in general by payments to insurance companies or pension funds, as determined by periodic actuarial calculations. The Group has both defined contribution and defined benefit plans. As of 31 December 2014, the Company had NOK 7,451,957 in gross pension obligations related to management.

Remuneration to management In 2014, the Company paid the following in remuneration to members of the management, who the Company is required to disclose pursuant to applicable law:

Other taxable Deposit paid Agreed Name Position Basic salary Accrued bonus assets coll. pension severance pay Dirk Blaauw ...... CEO 3,150,000 0 181,843 65,185 18 months' salary

9.3 Conflict of interest Kristian G. Lundkvist, board member, is the CEO and the controlling shareholder of Urbex Invest AS, the Company’s largest shareholder. It cannot be ruled out that Mr. Lundkvist’s interests as a board member of the Company and as the controlling shareholder of Urbex Invest AS may differ from time to time.

Harald Arnet, board member, is the general manager of Datum AS, one of the Company’s largest shareholders. It cannot be ruled out that Mr. Arnet’s interests as a board member of the Company and as the general manager of Datum AS may differ from time to time.

Other than the foregoing, there are no potential conflicts of interests between any duties to the Company and private interest and or other duties of the members of the board or management. There are no family relationships among the directors, management or key employees.

None of the current members of the board or management have during the last five years been subject to convictions in relation to fraudulent offences or have been involved in any bankruptcies, receiverships or liquidations in his or her capacity as a member of the board or management. None of the members of the board or

55 Prospectus – NRC Group ASA management has been involved with any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies), or has been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company for at least the previous five years.

9.4 Corporate governance Corporate governance, based on the principles set forth in the Corporate Governance Code, dated 30 October 2014 is the basis for the activity of the Company. The Company’s corporate governance principles are based on, and comply with, the Corporate Governance Code.

The management and board of directors strive to treat the Company’s shareholders equal and just. The board of directors and other leading bodies holds integrity and legal qualification. The financial statements are audited by qualified and independent auditors, such that the provided financial statements give a correct picture of the Company’s operational and financial position. The board of directors are responsible for the implementation of appropriate principles for corporate governance and management of the Company. The board of directors reviews the Company’s corporate governance on a yearly basis.

9.5 Nomination committee The responsibility of the nomination committee is, among other things, to nominate candidates to be elected by the shareholders as members of the board of directors and their deputies whenever their respective period of service expires or when a by-election is needed. As far as possible, the nomination committee shall announce its nominations in the shareholders notice of the Company’s annual general meeting. The nomination committee also proposes remunerations to the members of the board of directors.

The current members of the nomination committee as elected at the annual general meeting in 2015 are Arnstein Wigestrand (chair), Vegar Urnes and Nigel Wilson.

9.6 Employees As of 30 September 2015, there were a total of 596 employees in the operative companies of the Group, 200 in the Rail division and 393 in the Geo division, respectively. 235 of the employees within the Geo division are employees within its production facilities in Indonesia and Romania. NRC Group ASA had 3 employees as of 30 September 2015. On the date of this Prospectus, following completion of the acquisitions of Litz, Elektrobyggnad and Segermo, the Group has approximately 680 employees in total.

56 Prospectus – NRC Group ASA

10. FINANCIAL INFORMATION The following discussion of the financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto that have been included elsewhere in this Prospectus. The selected consolidated financial data presented below has been derived from the Group’s audited consolidated financial statements as of and for the years ended 31 December 2012, 2013 and 2014, the Group’s unaudited interim consolidated financial statement for the three and nine months ended 30 September 2015 (with comparable figures for the three and nine months ended 30 September 2014), prepared in accordance with International Financial reporting Standards (IFRS) as adopted by the European Union (EU).

The following discussion contains forward-looking statements that are based on current assumptions and estimates by the Group’s management regarding future events and circumstances. The Group’s actual results could differ materially from those expressed or implied by the forward-looking statements as a result of many factors, including those described in Section 2 ”Risk Factors”.

Annual reports including audited historical financial information and audit reports with respect to 2012, 2013, and 2014, and unaudited interim financial reports for Q3 for 2014 and 2015, are incorporated by reference to this Prospectus (see Section 17.2 “Incorporation by reference”). The financial reports and information are also available at the Company’s website www.nrcgroup.no and at www.newsweb.no under the ticker NRC.

10.1 Accounting principles The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU. The IFRS principles have been applied consistently for 2012, 2013, 2014 and 2015. The Group’s accounting principles and notes are incorporated by reference to this Prospectus (see Section 17.2 “Incorporation by reference”).

10.2 Historical financial accounts The selected historical consolidated financial information set forth in this section has been derived from the Group’s audited consolidated financial statements for the financial years 2012, 2013 and 2014 and unaudited interim financial reports for Q3 2014 and Q3 2015.

The selected historical consolidated financial information for the Group set forth in this section should be read in conjunction with the financial statements as incorporated by reference in this Prospectus (see Section 17.2 “Incorporation by reference”).

For the purpose of this Prospectus, the income statement for the financial years 2012, 2013 and 2014 have been represented, as illustrated below, to reflect the following: a) Results of operations related to the company Blom Deutschland GmbH were classified as discontinued operations as at 31 December 2014, based on the board of directors’ decision to sell the company in the autumn of 2014. In the second quarter of 2015, the board of directors decided not to sell the company. Therefore, the income statements for all periods have been represented so that Blom Deutschland GmbH no longer is classified as discontinued operations. Furthermore, the decision not to sell these operations required the company to represent these operations within continuing operations in accordance with IFRS 5. b) Results of operations related to the company Blom Sistemas Geoespaciales S.L.U. have previously been shown as discontinued operations in 2013 and 2014. The results of this entity are now shown, for all periods, as discontinued operations in accordance with IFRS 5.

2014 2013 2012 Blom Blom Blom Deutschland Previously Deutschland Previously Sistemas Previously In NOK 1,000 Represented GmbH reported Represented GmbH reported Represented Geo. S.L.U. reported (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

Revenue ...... 245,966 11,829 234,138 230,321 10,626 219,695 218,869 46,227 265,146 Net profit/loss continuing 5,729 -21,265 operations ...... 3,786 -1,943 -53,433 -1,044 -52,388 711 -21,976 Net profit/loss discontinued operations ... 4,140 1,943 2,197 -6,007 1,044 -7,052 -67,338 21,976 -45,362 Net profit/loss ...... 7,926 0 7,926 -59,440 0 -59,440 -66,627 0 -66,627

Unless otherwise stated, all references to the statement of income for the financial years 2012, 2013 and 2014 should be made to the represented unaudited financial information reflecting the representations as described above.

57 Prospectus – NRC Group ASA

Income statement

Three months ended Nine months ended Year ended 30 September 30 September 31 December1 2014 2013 2012 In NOK 1,000 2015 2014 2015 2014 Represented Represented Represented (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

Operating revenues ...... 349,722 79,349 522,129 192,476 245,966 230,321 218,869

Operating expenses ...... 312,254 66,575 505,536 180,617 232,257 186,342 160,638

Net financial items ...... -2,534 -792 -4,693 -2,730 -987 -10,117 -26,592 Pre-tax profit/loss ...... 25,498 8,998 -4,021 2,117 4,515 -52,932 2,181

Taxes ...... -7,165 -199 27,919 -404 -729 -501 -1,470 Net profit/loss from continuing operations ...... 18,333 8,799 23,898 1,713 3,786 -53,433 711

Net profit/loss from discontinued operations ...... 0 -104 -2,280 2,733 4,140 -6,007 -67,338 Net profit/loss for the year ...... 18,333 8,695 21,618 4,446 7,926 -59,440 -66,627

1 The information is represented in accordance with IFRS 5, see above.

Balance sheet

As of As of 30 September 31 December

2015 2014 2014 2013 2012 In NOK 1,000 (unaudited) (unaudited) (audited) (audited) (audited)

ASSETS

Tangible non-current assets ...... 117,976 18,967 19,948 20,636 98,912

Total non-current asset investment ...... 11,814 113 4,538 1,151 180

Total non-current assets ...... 481,232 19,559 24,969 22,471 100,420

Total inventories ...... 88,621 51,322 24,983 30,965 45,093

Total receivables ...... 205,424 52,060 42,371 51,171 71,571

Cash and cash equivalents ...... 127,538 29,564 51,400 42,725 64,609

Assets classified as held for sale ...... 0 0 4,199 48,072 144,382

Total current assets ...... 421,582 132,946 122,953 172,933 325,655

Total assets ...... 902,814 152,505 147,922 195,404 426,075

Total interest-bearing current liabilities ...... 96,613 318 648 3,864 51,570

Total other current liabilities ...... 251,635 79,068 63,547 88,335 114,699

Liabilities classified as held for sale ...... 0 0 3,720 33,210 129,058

Total current liabilities ...... 348,248 79,449 67,915 125,409 300,927

Total equity and liabilities ...... 902,814 152,505 147,922 195,404 426,075

58 Prospectus – NRC Group ASA

Cash flow statement

Nine months ended Year ended 30 September 31 December 2015 2014 2014 2013 2012 In NOK 1,000 (unaudited) (unaudited) (audited) (audited (audited) Pre-tax profit/loss ...... -4,021 2,117 4,515 -52,932 2,181 Net cash flow from operating activities-continuing operations ...... -14,641 -24,568 705 -4,076 -28,407 Net cash flow from operating activities- discontinued operations ...... 0 -4,609 -3,901 14,229 44,557 Net cash flow from operating activities ...... -14,641 -29,117 -3,196 10,153 16,150

Net cash flow from investing activities- continuing operations ...... -163,370 19,657 18,485 -3,223 -3,864 Net cash flow from investing activities- discontinued operations ...... 0 -19,242 -19,950 -496 -11,318 Net cash flow from investing activities ...... -163,370 415 -1,465 -3,719 -15,182

Net cash flow from financing activities- continuing operations ...... 247,505 -3,641 -4,916 -3,717 28,846 Net cash flow from financing activities- discontinuing operations ...... 0 0 0 -7,994 -39,354 Net cash flow from financing activities ...... 247,505 -3,641 -4,916 -11,711 -10,508

Net change in cash and cash equivalents ...... 69,494 -32,403 -9,577 -5,277 -9,540 Cash and cash equivalents at the start of the period1 ...... 52,390 61,967 61,967 67,244 76,784 Currency translation differences ...... 5,654 0 0 0 0 Cash and cash equivalents at the end of the period ...... 127,538 29,564 52,390 61,967 67,244

Cash and cash equivalents- continuing operations ...... 127,538 29,564 51,400 42,725 64,609 Cash and cash equivalents-discontinued operations ...... 0 0 990 19,242 2,635

1 Cash and cash equivalents at the start of 2015 include cash balance of NOK 990 in the Company’s German subsidiary. The subsidiary was classified as held for sale as per 2014.

Statement of changes in equity

Currency In NOK 1,000 Share Treasury Share translation Retained Minority capital shares premium differences earnings TOTAL interests Equity Equity as of 1 January 2012 ...... 25,465 -110 167,847 -42,911 -344,709 -194,418 10 -194,408

Effect of change in principles (IAS 19- Employment Benefits) ...... 0 0 0 0 -1,876 -1,876 0 -1,876

Equity as of 1 January 2012 ...... 25,165 -110 167,847 -42,911 -346,585 -196,294 10 -196,284

Net profit loss for the year ...... 0 0 0 0 66,617 -66,617 -10 -66,627

Other comprehensive income: Currency translations differences ...... 0 0 0 1,522 -2,329 -807 0 -807 Pension obligations ...... 0 0 0 0 -1,164 -1,164 0 -1,164 Comprehensive income for the year ...... 0 0 0 1,522 -3,493 -1,971 0 1,971

Reduction of capital ...... -24,191 0 0 0 24,191 0 0 0 New share capital by conversion ...... 15,575 0 0 0 0 15,575 0 15,575 Premium on conversion ...... 0 0 295,937 0 0 295,937 0 295,937 Costs recognised through equity ...... 0 0 -5,760 0 0 -5,760 0 -5,760 Other transfers ...... 0 0 -437,566 0 0 0 0 0

Total comprehensive income ...... 8,616 0 -147,389 1,522 391,647 237,164 -10 237,154

Equity as of 31 December 2012 ...... 16,849 -110 20,458 -41,389 45,062 40,870 0 40,870

Equity as of 1 January 2013 ...... 16,849 -110 20,458 -41,389 45,062 40,870 0 40,870

Net profit loss for the year ...... 0 0 0 0 -59,440 -59,440 0 -59,440

Other comprehensive income: 0 0 0 0 0 0 0 Currency translations differences ...... 0 0 0 6,041 0 6,041 0 6,041 Pension obligations ...... 0 0 0 0 168 168 0 168 Comprehensive income for the year ...... 0 0 0 6,041 168 6,209 0 6,209

Reduction of capital ...... -15,164 0 15,164 0 0 0 0 0 New share capital by conversion ...... 48,669 0 0 0 0 48,669 0 48,669 Premium on conversion ...... 0 -1,867 23,620 0 0 21,753 0 21,753 Reduction of capital -40,238 0 40,283 0 0 0 0 0 Costs recognised through equity ...... -1,805 -1,805 -1,805

Total comprehensive income ...... -6,778 -1,867 77,262 6,041 -59,272 15,386 0 15,368

Equity as of 31 December 2013 ...... 10,071 -1,977 97,720 -35,348 -14,210 56,256 0 56,256

Equity as of 1 January 2014 ...... 10,071 -1,977 97,720 -35,348 -14,210 56,256 0 56,256

Net profit loss for the year ...... 0 0 0 0 7,926 7,926 0 7,926

Other comprehensive income: Currency translations differences ...... 0 0 0 11,345 0 11,345 0 11,345 Pension obligations ...... 0 0 0 0 -853 -853 0 -853 Comprehensive income for the year ...... 0 0 0 11,345 -853 10,492 0 10,492

Purchase of own shares ...... 0 -1 0 0 0 -1 0 -1 Costs recognised through equity ...... 0 0 -17 0 0 -17 0 -17

Total comprehensive income ...... 0 -1 -17 11,345 7,073 18,400 0 18,400

Equity as of 31 December 2014 ...... 10,071 -1,978 97,703 24,003 7,137 74,656 0 74,656

59 Prospectus – NRC Group ASA

Currency In NOK 1,000 Share Treasury Share translation Retained Minority capital shares premium differences earnings TOTAL interests Equity

Equity as of 1 January 2014 ...... 10,071 -1,977 97,720 -35,348 -14,210 56,256 0 56,256

Net profit loss for the period 30 September 2014 ...... 0 0 0 0 4,446 4,446 0 4,446 Other comprehensive income for the period 30 September 2015 ...... 0 0 0 7,583 -578 7,005 0 7,005 Total comprehensive income for the period 30 September 2014 ...... 0 0 0 7,583 3,868 11,451 0 11,451

Equity at 30 September 2014 ...... 10,071 -1,977 97,720 -27,765 -10,342 67,707 0 67,707

Equity as of 1 January 2015 ...... 10,071 -1,978 97,703 -24,003 -7,137 74,656 0 74,656

Net profit loss for the year ...... 0 0 0 0 21,618 21,618 0 21,618

Other comprehensive income: Currency translations differences ...... 0 0 0 9,529 0 9,529 0 9,529 Pension obligations ...... 0 0 0 0 -186 -186 0 -186 Comprehensive income for the year ...... 0 0 0 9,529 -186 9,343 0 9,343

Share capital ...... 16,046 0 0 0 0 16,046 0 16,046 Share premium ...... 0 0 230,826 0 0 230,826 0 230,826 Cost recognized through equity ...... 0 0 -4,848 0 0 -4,848 0 -4,848 Total comprehensive income ...... 16,046 0 225,978 9,529 21,432 272,985 0 272,985

Equity as of 30 September 2015 ...... 26,117 -1,978 323,681 -14,474 14,925 347,641 0 347,641

10.3 Operating and financial review The management’s comments to the operational development and financial statements for the financial years ended 31 December 2012, 2013, 2014, the three-month financial periods ended 30 September 2014 and 2015 and the nine-month financial periods ended 30 September 2014 and 2015 are set out below. The comments regarding the financial statements for the financial years 2012, 2013 and 2014 includes the closure of the Company’s Spanish subsidiary, Blom Sistemas Geoespaciales S.L.U. The comments regarding the financial periods in 2015 include figures for the Rail business, including the companies NRC Rail Norge and SJT, from 1 June 2015.

Recent trends The Rail and Geo divisions of the Company are both exposed to seasonal variations in demand. Generally, there will be lower level of operational activity during the first quarter during which time securing a strong order backlog is the main focus.

During the first half of 2015, both divisions of the Company experienced a drop in revenue compared with the corresponding period last year. For the Rail division the decrease was primarily due to the extraordinary situation in Sweden ultimo 2014 where Riksdagen decided to vote down the minority government’s 2015 budget proposal. Consequently, Trafikverket did not have a budget for 2015 and most tenders for infrastructure projects were put on hold until the situation was resolved some months later. This delay led to a postponement of projects for the Swedish Rail business, and had an adverse effect on production in the second quarter and the first half of 2015. For the Geo division the reductions was due to delays and postponements in certain larger projects. During the third quarter activity in both divisions picked up and record high order backlog was secured. At the same time, both divisions implemented cost initiatives and continued working to optimize its project based organization and administration to be able to capture the strong growth in the market.

The demand for services within the Rail division is expected to continue to grow significantly in both Norway and Sweden over the coming years. Large parts of the railways are fully utilised and need to be upgraded in order to meet the increased demand. There is political consensus in Norway and Sweden to continue the expansion and modernization of the railways. Budget and investments are at historic high levels and are expected to increase in the coming years. In June 2013, the Norwegian Parliament approved a NOK 173 billion national transportation plan for the railway for the period 2014-2023. In Sweden, a SEK 522 billion transportation plan for the period 2014-2025 was adopted by the Swedish Government in April 2014. With a historically high order backlog for the Rail division, the expected operational synergies by being a fully integrated provider within the rail infrastructure industry in the Norwegian and Swedish rail business through the acquisitions of Litz, Elektrobyggnad and Segermo the division is well positioned to capture the expected growth in the rail sector. The Geo division foresees that the traditional markets will be stable or show a moderate growth, while the demand within the infrastructure segment is expected to increase. The Company has and will continue to explore growth opportunities through deploying Geo services in the rail infrastructure market. The Infrastructure and Utilities segment is the fastest growing segment in the Company’s Geo business. The Geo division of the Company has a strong track-record from railway projects in the UK but believes there are growth opportunities to further explore in the Scandinavian railway markets with its surveying offering. The Company’s footprint in both the Swedish and Norwegian infrastructure markets gives access to construction projects and opportunity to expand airborne surveying to ground based surveying and documentation. This can be done by laser scanning or panoramic images from cars or by introducing

60 Prospectus – NRC Group ASA new technology such as drones. Furthermore, major global players in the web and mobility services segment invest in development of products and services in which geo-information is key, and the Geo division sees it well positioned for supplying data and services for these developments.

The Company acknowledges that its success going forward partly rest on utilizing inherent synergies in the Rail division through operational integration and alignment of acquired businesses while simultaneously ensuring that the business is focused on project execution and delivering on won contracts. The company believes that through both its competencies, track record and being a fully integrated provider in both business segments, combined with a record high order backlog, is in a unique position to deliver on promise the coming years.

As access to critical competencies in the rail market is fundamental for the Company to maintain its position as an attractive employer, various incentive schemes are, and shall be, explored to enhance the Company’s competitive advantage as a preferred and attractive place to work.

The size and focus of the company has allowed access to capital, thus facilitated acquisitions. It is the Company’s belief that it needs to maintain this trust in the capital markets going forward. Delivering results through execution in projects and continue order stock building has been found vital to this success.

Three-month and nine-month financial period ended 30 September 2015 Income statement Revenues for three-month ended 30 September 2015 totalled NOK 350 million compared with NOK 79 million in Q3 2014. Revenues in 2015 include NOK 271 million from NRC Rail Norge and SJT. EBITDA for Q3 2015 amounted to NOK 37 million with a margin of 10.7%, compared with EBITDA of NOK 13 million and a margin of 16.1% in Q3 2014. EBITDA in Q3 2014 was affected by a positive contribution from the ice detection program in Kara Sea. Operating profit for the Group totalled NOK 28 million in 2015 compared with NOK 10 million in 2014. The operating profit in Q3 2015 includes a negative one-off of NOK 5 million related to restructuring of the Group and transaction costs.

As a result of the acquisition of NRC Rail Norge and SJT in Q2 2015, including a term loan of SEK 180 million related to the acquisition of SJT, net finance for Q3 2015 totalled an expense of NOK 3 million compared with an expense of NOK 1 million in 2014. The net profit for Q3 2015 was NOK 18 million compared with NOK 9 million in the corresponding period in 2014.

Revenues for the nine-month period ended 30 September 2015 totalled NOK 522 million compared with NOK 192 million for the same period in 2014. Revenues in 2015 include NOK 347 million from NRC Rail Norge and SJT. EBITDA for 2015 was NOK 17 million compared with NOK 12 million for the corresponding period in 2014. The result in 2015 includes negative non-recurring items of NOK 9 million and transaction costs of NOK 19 million. The result in 2014 was affected by a positive contribution from the ice detection program in Kara Sea.

This corresponds to an EBITDA margin of 3.2%, compared with 6.2% in 2014. The operating profit for the nine- month period ended 30 September 2015 was NOK 1 million compared with an operating profit of NOK 5 million for the same period in 2014. As a result of the preliminary Purchase Price Allocation (“PPA”) related to the acquisition of NRC Rail Norge and SJT the operating profit in 2015 includes amortisation of intangible assets of NOK 3 million.

As a result of the acquisition of NRC Rail Norge and SJT in Q2 2015, a term loan of SEK 180 million related to the acquisition of SJT, net finance for the nine-month financial period ended 30 September 2015 totalled an expense of NOK 5 million compared with an expense of NOK 3 million in 2014.

The net profit for the nine-month financial period ended 30 September 2015 was NOK 22 million compared to NOK 4 million in the corresponding period in 2014. Net profit in 2015 includes recognition of deferred tax asset of NOK 36 million.

Balance sheet The Company had an equity ratio of 38.5% as at 30 September 2015 compared with 44.4% as at 30 September 2014. As at 30 September 2015 the Company’s share capital was NOK 26 million compared with NOK 10 million at 30 September 2014. The share capital increased with NOK 13 million related to the acquisitions of NRC Rail Norge and SJT in Q2 2015 and NOK 3 million as a result of the private placement and subsequent repair issue conducted in Q3 2015. The shares issued in Q2 2015 were issued against contribution of loan notes to the former shareholders of NRC Rail Norge and SJT.

As a result of the acquisition of NRC Rail Norge and SJT in 2015 total non-current assets as per 30 September 2015 were NOK 481 million compared with NOK 20 million as per 30 September 2014. Intangible assets include

61 Prospectus – NRC Group ASA goodwill of NOK 298 million related to acquisition of NRC Rail Norge and SJT in Q2 2015 and recognition of deferred taxes of NOK 36 million in Q2 2015. Tangible non-current assets as per 30 September 2015 were NOK 118 million compared with NOK 19 mill as per 30 September 2014. Tangible non-current assets include the investment in a sensor for laser scanning in 2015.

As a result of the acquisition of NRC Rail Norge and SJT in Q2 2015, total current assets as per 30 September 2015 were NOK 422 million compared with NOK 133 million as per 30 September 2014. The Group had NOK 128 million in cash and cash equivalents as at 30 September 2015 compared with NOK 30 million at 30 September 2014. In Q3 2015, the Company conducted a private placement of NOK 84 million and a repair issue of NOK 10 million.

As a result of the acquisition of NRC Rail Norge and SJT in Q2 2015, total non-current liabilities as per 30 September 2015 were NOK 207 million compared with NOK 5 million as per 30 September 2014. Non-current liabilities as per 30 September include the non-current part of the term loan of SEK 180 million related to the acquisition of SJT and deferred taxes of NOK 26 million. Total current liabilities as per 30 September 2015 were NOK 348 million compared to NOK 79 million as per 30 September 2014. Current liabilities as per 30 September include NOK 97 million in interest-bearing debt compared with NOK 1 million in 2014. Current interest-bearing debt include SEK 50 million of the term loan , NOK 15 million of the revolving facility, NOK 12 million of cash credit and factoring facilities and current portion of other interest-bearing liabilities. As a result of the acquisition of NRC Rail Norge and SJT in 2015, interest-bearing liabilities were NOK 272 million as at 30 September 2015, compared with NOK 0 million in 2014. Other current liabilities include accruals related to the ongoing liquidation process of Blom Sistemas Geoespaciales S.L.U. including accruals related to a settlement agreement with former employees and a liability under parent company guarantee issued by the Company to Blom Sistemas Geoespaciales S.L.U of EUR 505.000 in favour of ICO-CDTI. Other current liabilities include accounts payables, unpaid government taxes and other current liabilities.

Cash flow As a result of normal seasonal fluctuations and non-recurring items, cash flow from operating activities from continuing operations was negative NOK 15 million for the nine-month financial period ended 30 September 2015 compared with negative NOK 25 million in 2014.

As a result of the acquisition of NRC Rail Norge and SJT in Q2 2015, cash flow from investing activities from continuing operations was negative NOK 163 million for the nine-month financial period ended 30 September 2015 compared with positive NOK 20 million in 2014. Cash flow in 2014 includes net proceeds of NOK 24 million from divestment of the Romanian subsidiary, Blom Romania S.R.L.

As a result of the term loan of SEK 180 million related to the acquisition of SJT in Q2 2015, the private placement and repair issue with gross proceeds of NOK 94 million conducted in Q3 2015, cash flow from financing activities was positive NOK 248 million in 2015 compared with negative NOK 4 mill in 2014.

As of 30 September 2015 the Group had cash and bank deposits of NOK 127 million, of which NOK 11 million was restricted. The restricted cash & cash equivalents include the employees’ tax withholdings and cash deposits for portions of the Group’s bank guarantees. The cash and bank deposits are held in various currencies, including NOK, SEK, GBP and EUR. As of 30 September 2015, the Group had a revolving facility of NOK 40 million of which NOK 15 million was utilized at the end of the period. In addition, the Group had overdraft and factoring facilities of NOK 55 million, of which NOK 12 million was utilized at the end of the period.

Financial year ended 31 December 2014 In 2014, the Company centred its focus and resources on sustaining and further developing profitable business. At the same time, the Company sought growth opportunities by exploiting existing expertise within new operating segments. The reduced cost base, measures to reduce geographic exposure and more focused operations have gradually shown positive effects. The Company’s main business is centred in the Nordic countries and the UK, where the Company has gradually built up a strong market share. The sale of the Romanian subsidiary was concluded in the first quarter of 2014, and the Company has now limited commercial exposure in Eastern Europe. In 2014, the Company also further downscaled its activities in Iberia, with the closure of its subsidiary.

Income statement To improve the Company’s profitability under the prevailing market conditions, the Company has focused on market niches in which the Company has a competitive edge, and on geographic regions that have an increasing need for the Company’s geo products and services.

Company revenues from continuing operations totalled NOK 246 million in 2014 compared with NOK 230 million in 2013, including the sale of intangible assets of NOK 20 million. EBITDA for 2014 amounted to NOK 14 million

62 Prospectus – NRC Group ASA with a margin of 5.6 %, compared with EBITDA of NOK 44 million and a margin of 20.2% in 2013. EBITDA for 2013 included a positive non-recurring item of NOK 44 million including sale of intangible assets of NOK 20 million and other gains and losses of 24 million as a result of conversion of debt. Operating profit for the Company totalled NOK 6 million in 2014, compared with a loss of NOK 43 million in 2013. The operating loss reported in 2013 included net negative non-recurring items of NOK 58 million, including write down of fixed assets of NOK 56 million.

Net financial expenses totalled NOK 1 million in 2014, compared with NOK 10 million in 2013. Subsequent to the conversion of interest-bearing bond debt in 2013, the Company only had limited interest-bearing debt, primarily attributable to leasing contracts as at 31 December 2014.

The net profit for 2014 was NOK 8 million compared to a net loss of NOK 59 million in 2013.

Balance sheet The Company had an equity ratio of 50.5% as at 31 December 2014, compared with 28.8% as at 31 December 2013. In 2013, the Company’s total outstanding bond debt of NOK 97 million was converted to equity, and a capital reduction and share split was carried out. At the extraordinary general meeting on 29 November 2013, the board of directors resolved to reduce the Company’s share capital by NOK 40,282,596 by reducing the nominal value of the shares. The reduction in capital was registered on 25 January 2014 and was carried out as a transfer to other reserves.

The Company had NOK 51 million in cash and cash equivalents at the end of 2014, compared with NOK 43 million at the end of the previous year. Interest-bearing liabilities were NOK 1 million, compared with NOK 4 million in 2013. Total assets per 2014 included NOK 4 million classified as assets held for sale, which is referring to classification as assets held for sale which relate to Blom Germany GmbH. After the sale of Blom CGR (Italy) and share sale and purchase agreement between Blom ASA and BGFB&Partners Srl, EUR 1 million remains to be paid. The payment is dependent on when different projects within a certain frame contract are executed and paid.

Cash flow Net cash flow from operating activities from continuing operations in 2014 was NOK 1 million compared with negative NOK 4 million in 2013. Trade receivables were down NOK 5 million in 2014 to NOK 26 million compared to previous year. Work in progress was at NOK 25 million in 2014 compared with NOK 31 million in 2013. Total operational investments from continuing operations had a lower impact on liquidity in 2014 than in the previous year, and totalled NOK 5 million in 2014, compared with NOK 11 million in 2013. This reduction is primarily attributable to lower investments in databases and other capital assets. The Company received in 2014 net proceeds of NOK 24 million from the divestment of its Romanian subsidiary, Blom Romania S.R.L.

The net cash flow from financing activities from continuing operations was negative NOK 5 million, compared to with negative NOK 4 million in 2013.

As of 31 December 2014, the Company had cash and bank deposits of NOK 51 million, of which NOK 3 million was restricted. The restricted cash & cash equivalents include the employees’ tax withholdings and cash deposits for portions of the Group’s bank guarantees. The Company had no overdraft facilities at year end.

Financial year ended 31 December 2013 The macroeconomic conditions in several of the regions in which the Company operates remained challenging. The Company continued working actively to improve the efficiency of its operations, cut costs further, scale down its operations through existing markets, dispose of certain assets and extend the maturity structure of the Company’s debt. The Company sold its Romanian subsidiary Blom Romania S.R.L in February 2014.

The Company has reduced its operations over several years through sale and downscaling of several subsidiaries. This has reduced the Company’s scope, complexity and risk profile. To improve the Company’s profitability under the prevailing market conditions, the Company has focused on market niches in which the Company has a competitive advantage, geographic regions that have an increasing need for the Company’s geo products and services, and the continuing implementation of margin-improving measures.

Income statement Revenues from continuing operations 2013 totalled NOK 230 million, compared with NOK 219 million in 2012. EBITDA for 2013 was NOK 44 million, compared with NOK 58 million for 2012. This corresponds to an EBITDA margin of 19.1 %, compared with 26.6 % for 2012. The operating loss for 2013 was NOK 43 million, compared with an operating profit of NOK 29 million in 2012. The figures in 2013 and 2012 were marked by several non- recurring events, the most significant of which was the conversion of debt, which entailed as other gains/losses of

63 Prospectus – NRC Group ASA

NOK 24 million in both 2013 and 2012, write down of fixed assets of NOK 56 million in 2013 and sale of intangible assets of NOK 20 million in 2013.

As a result of the conversion of debt in 2013 and 2012, the net finance expense totalled NOK 10 million in 2013, compared with NOK 27 million in 2012.

Balance sheet The equity ratio was 28.8% compared with 9.6% in 2012, cash and cash equivalents were NOK 43 million, compared with NOK 65 million in 2012, and net interest-bearing liabilities were NOK 13 million, compared with NOK 134 million in 2012.

As a result of the divestment of the Company’s Italian subsidiary Blom CGR S.p.A total current assets as per 2013 were NOK 173 million, compared with NOK 326 million as per 2012. The amount of work in progress and trade receivables has declined significantly in 2013 as a result of the Company’s reduced exposure to Southern European markets, compared with 2012. Total assets per 2013 included NOK 48 million classified as assets held for sale, which is referring to classification as assets held for sale the divestment of Blom Romania S.R.L.

The Company had an on-going dialogue with a majority of the bondholders for the Company’s bond loan. The bondholders approved an extension of the maturity of the loan ISIN NO 001064747.2 until 26 September 2013 at the bondholder meeting of 26 June 2013. The term of a short-term liquidity loan of EUR 2.5 million from Hexagon AB agreed on in December 2012 was extended until 24 September 2013. The creditors for this debt were also among the Company’s principal shareholders. These loans were subsequently converted into equity.

Cash flow Cash flow from operating activities from continuing operations in 2013 was negative NOK 4 million compared with negative NOK 28 million in 2012.Trade receivables for continuing operations increased by NOK 7 million in 2013 to NOK 36 million, while work in progress for continuing operations increased by NOK 7 million to NOK 31 million. Net cash flow from investing activities from continuing operations was negative NOK 3 million compared with negative NOK 4 million in 2012. Cash flow from investing activities from continuing operations included a compensation of NOK 7 million from divestment of Blom CGR S.p.A. Cash flow from financing activities (continuing operations) was negative NOK 4 million in 2013. Due to a new secured bond loan and other short term financing cash flow from financing activities was NOK 29 million in 2012.

As of December 2013, the Group had total cash and bank deposits of NOK 62 million, of which NOK 4 million was restricted. The restricted cash & cash equivalents include the employees’ tax withholdings and cash deposits for portions of the Group’s bank guarantees. The Company had no overdraft facilities at year end.

Financial year ended 31 December 2012 Challenging macroeconomic conditions also characterised 2012, especially countries in Southern Europe. This impacted the Company’s profitability and liquidity. There were postponements and a significant decline in public tendering processes, and there was uncertainty associated with the time frame for new government tendering processes, particularly in Southern Europe. As a result of this, the Company sold its Italian subsidiary Blom CGR S.p.A. in February 2013. This sale reduced the Company’s exposure in a geographic region of high macroeconomic uncertainty. The Company also significantly reduced its cost base in 2012.

Income statement The Group’s revenues from continuing business was NOK 219 million in 2012, compared with NOK 265 million in 2011. EBITDA was NOK 58 million for 2012, with a margin of 26.6 %, compared with a negative EBITDA of NOK 58 million and a margin of -21.9 % for 2011. The operating profit for the year, measured as EBIT, was NOK 29 million, compared with a loss of NOK 138 million in 2011. The 2012 figures were marked by several non- recurring events, the most significant of which was the conversion of debt, shown as other gains/losses of NOK 24 million. A final settlement between Pictometry International Corp. and the Company for the dispute concerning the termination of the licence agreement entered into on 29 January 2009 had a positive impact on the results.

The net financial expenses totalled NOK 27 million in 2012, compared with NOK 78 million in 2011. Non-current asset investments were written down by NOK 31 million in 2011.

The net profit for 2012 was negative NOK 67 million compared to negative NOK 361 million in 2011.

64 Prospectus – NRC Group ASA

Balance sheet The equity ratio was 10.3%, compared with -33.1% in 2011, cash and cash equivalents were NOK 65 million, compared with NOK 75 million in 2011. Net interest-bearing liabilities were NOK 56 million, compared with NOK 439 million in 2011.

The conversion of NOK 312 million in bond loan to equity was adopted on 25 April 2012 by the Company’s general meeting. Conversion of the bond loan took place in the form of a capital increase, where the bonds and the accrued interest were used to subscribe for shares. The Company did thus not receive any injection of cash, but the balance sheet was considerable improved by converting the debt to equity.

NOK 35 million of the 2009 bond loan was replaced by a new convertible bond loan with a nominal value of NOK 10,729,762 and with a term of five years and an interest rate of 2.0% p.a. Bonds in the convertible bond issue could be converted to shares during the two first years of the term of the loan at a subscription price equal to 120% of the volume-weighted average price two days following the extraordinary general meeting.

On 24 April 2012 an amendment agreement was entered into with the bondholders that extended the term of the Company’s NOK 50 million bond loan (“FRN Blom ASA Senior Bond Issue 2011/2012”) by three years, and the interest rate was changed from NIBOR +11% to NIBOR + 5.5%.

In the second quarter, the Company decided to issue a new secured bond loan that matured on 8 February 2013. The maximum amount for the new bond loan was NOK 30 million.

As a result of write-downs of intangible assets, inventories and trade receivables total assets were NOK 426 million, compared with NOK 587 million in 2011. Total assets per 2012 included NOK 144 million classified as assets held sale, which is referring to the divestment of Blom CGR S.p.A.

Cash flow Net cash flow from operating activities from continuing operations was negative NOK 28 million. Trade receivables for continuing operations decreased by NOK 14 million in 2012 to NOK 39 million, while work in progress for continuing operations decreased by NOK 15 million to NOK 45 million. Net cash flow from investing activities from continuing operations was negative NOK 4 million. The combined operational investments in 2012 totalled NOK 36 million, compared with NOK 70 million in 2011. The Company received a compensation of DKK 19 million from the divestment of BlomInfo A/S. Cash flow from financing activities from continuing operations was positive of NOK 29 million including EUR 3 million in a short term loan from Hexagon AB. The total cash flow from financing was negative NOK 11 million. As of 31 December 2012, the Group had cash and bank deposits in total of NOK 67 million, of which NOK 11 million was restricted. The restricted bank deposits included the employees’ tax withholdings, government subsidies in Romania and cash deposits for portions of the Group’s guarantees. The Group had overdraft facilities totalling NOK 6 million, NOK 6 million of which was utilised as at 31 December 2012.

Segment and geographical information Segment information The Group has historically reported on its operations within its current Geo segment in three sub-segments: Nordic, Mid-Europe and Eastern Europe. However, as from second quarter of 2015, the Company reports on its operations in two segments: Rail and Geo. Hence, only the Group’s current two segments are set out below, with historical figures for the former three sub-segments within Geo reported as one segment under Geo. The activities in the segments are carried out primarily through independent companies, and the distribution of revenues, costs, liabilities and investments is based on the accounts of the individual companies.

Three months ended Nine months ended Year ended 30 September 30 September 31 December 2015 2014 2015 2014 2014 2013 2012 In NOK 1,000 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

Revenue Rail ...... 270,597 N/A 346,590 N/A N/A N/A N/A Geo ...... 79,125 79,349 175,539 192,476 245,966 230,321 218,869 Total ...... 349,722 309,404 522,129 192,476 245,966 230,321 218,869

EBIT Rail ...... 30,537 N/A 36,270 N/A N/A N/A N/A Geo ...... 4,978 13,272 -5,414 16,761 20,062 -37,238 16,815 Other1 ...... -3,341 -3,483 -30,184 -11,914 -14,560 -5,577 11,958 Total ...... 28,032 9,790 672 4,847 5,502 -42,815 28,773

Assets Rail ...... 317,061 N/A 317,061 N/A N/A N/A N/A Geo ...... 119,866 103,571 119,866 103,571 71,083 70,031 119,644 Non allocated / Other2 ...... 465,887 48,933 465,888 48,934 76,839 125,373 306,431, Total ...... 902,814 152,505 902,814 152,505 147,922 195,404 426,075

65 Prospectus – NRC Group ASA

1 The Company’s operating expenses (primarily salaries and costs related to head office) and non-recurring items including transaction costs related to the acquisition of NRC Rail Norge and SJT are not allocated to segments 2 Assets allocated to segments consist primarily of tangible non-current assets, inventories and trade receivables. Deferred tax assets and goodwill are not allocated to segments. The Company’s assets are not allocated to segments.

Geographical information Prior to the Q3 report 2015, the Group has not reported a geographical breakdown of its revenue and assets. The following table sets forth the geographical allocation of the Groups revenue and assets as of and for the three- month period ended 30 September 2015:

As of and for the three- months ended 30 September 2015 In NOK 1,000 (unaudited)

Revenue Norway ...... 170,891 Sweden ...... 137,006 Other countries ...... 41,825 Eliminations ...... 0 Total ...... 349,722

Assets Norway ...... 230,709 Sweden ...... 129,730 Other countries ...... 76,488 Not allocated /Other ...... 465,887 Total ...... 902,814

10.4 Investments

Planned future investments For 2015 and the coming years the Group expects to invest in the same type of assets as it has done on a historical basis (see below) when considered necessary for ordinary business. These investments are mainly expected to be geographically distributed to Norway, Sweden and the UK, and are expected to be financed by cash from operations and financial leasing.

Ongoing investments As of the date of this Prospectus, the Group has no commitments to invest in any type of material or non-material investments beyond ordinary maintenance investments relating to assets already held by the Group.

Historical investments The table below sets out investments made in 2012, 2013, 2014 and in the nine months period ended 30 September 2015

Nine months ended Year ended 30 September 31 December

2015 2014 2013 2012 In NOK 1,000 (unaudited) (audited) (audited) (audited)

Investments in tangible fixed assets Buildings ...... 0 30 0 84 Databases ...... 0 2,504 8,200 19,001 Sensors and digital cameras ...... 9,146 846 1,505 2,934 Other machinery, fixtures, etc...... 9,949 2,265 3,813 12,631 Total investments in tangible fixed assets ...... 19,095 5,645 13,518 34,650

Investments in intangible fixed assets Investments in goodwill ...... 0 0 0 0 Investments in patents, licenses and similar rights ...... 0 577 540 1,098 Total investments in intangible fixes assets ...... 0 577 540 1,098

Total investments in fixed assets ...... 19,095 6,222 14,058 35,748

The investments in 2015 of NOK 19 million include operational investments made in the Rail segment from June 2015. The Geo segment invested in a sensor for laser scanning in Q1 2015. None of the investments during the period 2012-2014 in these categories are material investments as they are a part of running operational investments.

Material investments made year-to-date 2015 The acquisition of NRC Rail Norge On 23 April 2015, the Company (at that time named Blom ASA) announced that it had entered into an agreement to combine its business with the rail business of NRC Rail Norge (at that time named Team Bane AS) through the acquisition of its holding company NRC Rail Group (at that time named Nordic Railway Construction Holding AS). NRC Rail Norge is a contractor within railway infrastructure in Norway. The company operates within all fields related to subways, tramways and railroads and is a fully integrated contractor within development and

66 Prospectus – NRC Group ASA maintenance. NRC Rail Norge has firm and long-term established client relationships, all required certifications, track record and construction capabilities in Norway within the railway sector. The Company believes the combination of the Company and NRC Rail Norge provides a platform for successfully distributing the Company’s offerings into the Norwegian market.

The transaction was completed on 29 May 2015 as a share transaction with an exchange ratio of 50-50, where the Company as the acquiring entity issued 9,674,197 new shares to the shareholders of NRC Rail Group.

The preliminary purchase price allocation in connection with the acquisition of NRC Rail Norge resulted in goodwill of NOK 61 million.

For pro forma financial information reflecting the acquisition of NRC Rail Norge, see Section 11 “Unaudited pro forma financial information ”.

The acquisition of SJT On 7 May 2015, the combined Company announced that it through NRC Rail Group had entered into an agreement to acquire SJT. SJT is a rail infrastructure contractor in Sweden. The acquisition set out to further build the Company’s railway infrastructure and geospatial business in Northern Europa. Together with NRC Rail Norge, the Company believes SJT brings significant potential for increased utilization of employees, machinery and equipment across the Norwegian and Swedish infrastructure market.

Total consideration for the acquisition of SJT amounted to approximately SEK 261 million and was settled on 2 June 2015 in a combination of 2,891,139 new Shares in the Company with a share price of NOK 20.7530665 per Share, SEK 180 million in cash and a vendor note of approximately SEK 16 million.

The preliminary purchase price allocation in connection with the acquisition of SJT resulted in goodwill of NOK 209 million.

For pro forma financial information reflecting the acquisition of SJT, see Section 11 “Unaudited pro forma financial information”.

The acquisition of Litz On 22 June 2015, the Group announced that it had entered into an agreement to acquire the Swedish company Litz and its subsidiary Litz Installation AB. Litz is a rail certified specialist in all railway-related electric services such as signal and contact line – catenary and holds a strong position on the eastern region of Sweden. The Company believes that the acquisition of Litz, together with the acquisition of Elektrobyggnad (see below), will strengthen its Swedish Rail business by creating a full-service product offering in the Swedish market.

The transaction was completed on 9 November 2015. The total purchase price for the acquisition was SEK 40 million. The consideration to the sellers of Litz was settled by a cash payment of SEK 16 million and by the issuance of 878,222 Shares in the Company with a share price of NOK 27. The new shares issued is subject to a lock-up provision of 18 months. Litz is organized as a subsidiary of SJT.

The preliminary purchase price allocation in connection with the acquisition of Litz resulted in goodwill of NOK 28 million.

In 2014, Litz had revenues of SEK 58 million (of which SEK 47 million was internal NRC Group revenue), an EBITDA of SEK 8 million and an EBITDA margin of 12.9%. In the nine months period ended 30 September 2015, Litz had revenues of SEK 30 million (of which SEK 16 million was internal NRC Group revenue), an EBITDA of SEK 5 million, an EBITDA margin of 15.2% and an equity of SEK 12 million as of 30 September 2015.

The acquisition of Elektrobyggnad On 22 June 2015, the Group announced that it entered an agreement to acquire Elektrobyggnad. Elektrobyggnad is a specialized business within rail contact line, and is a major supplier within railway to major companies. Elektrobyggnad enjoys a strong market position in the western region of Sweden. The Company believes that the acquisition of Elektrobyggnad, together with the acquisition of Litz (see above), will strengthen its Swedish Rail business by creating a full-service product offering in the Swedish market.

The transaction was completed in 9 November 2015. The total purchase price for the acquisition was SEK 35 million. The consideration to the seller was settled with SEK 11 million in cash and by the issuance of 718,545 Shares in NRC Group with a share price of NOK 33. 67% of the new Shares issued to the seller of Elektrobyggnad

67 Prospectus – NRC Group ASA will be subject to a lock-up provision of 18 months. Elektrobyggnad is organized as a separate subsidiary under Nordic Railway Construction AB.

The preliminary purchase price allocation in connection with the acquisition of Elektrobyggnad resulted in goodwill of NOK 28 million.

In 2014, Elektrobyggnad had revenues of SEK 44 million (of which SEK 14 million was internal NRC Group revenue), an EBITDA of SEK 3 million and an EBITDA margin of 5.5%. In the nine months period ended 30 September 2015, Elektrobyggnad had revenues of SEK 30 million (of which SEK 4 million was internal NRC Group revenue), an EBITDA of SEK 2 million, an EBITDA margin of 7.1% and an equity of SEK 7 million as of 30 September 2015.

The acquisition of Segermo On 9 November 2015, the Company announced that it had entered into a binding agreement with Segermo Holding Aktiebolag to acquire the shares of Segermo for a total consideration of SEK 225 million. Segermo is a rail groundwork contractor in Sweden and carries out railway related groundwork, mainly working with passing tracks, channelling and platforms. The Company has highly experienced project managers in Sweden within the groundwork and was awarded the first ever framework agreement in Sweden in August 2015 with Trafikverket. The rail business accounts for approximately 50% of revenues in 2015 and the company expect this share to increase in 2016. The Company believes that the acquisition of Segermo will complement the Group’s Swedish business and will establish the Group as a fully integrated full service rail road construction company in Sweden. The Company also believes that this will further strengthen the Group’s competitive position within the Swedish railway sector, especially for lager projects, and that this acquisition, together with the acquisitions of Litz and Elektrobyggnad, will position the Group for several large tenders coming up in Sweden during beginning of 2016.

The seller of Segermo has guaranteed a minimum EBITDA in 2015 of SEK 40 million. In the event of Segermo delivering a lower 2015 EBITDA than SEK 40 million, the cash component of the purchase price will be adjusted downwards accordingly. The seller has given a corresponding EBITDA guarantee for 2016, however, limited upwards to SEK 10 million. The settlement for the acquisition was SEK 125 million in cash, of which SEK 10 million in escrow as security for the 2016 EBITDA guarantee, and by the issuance of 2,480,250 Consideration Shares. The Consideration Shares are subject to a lock-up provision of 18 months.

In order to finance the cash component of the acquisition, the Company conducted the Private Placement as described in Section 5 “The Private Placement”. For further information on the acquisition of Segermo and the issuance of the Consideration Shares, see Section 4.1 “The acquisition of Segermo” and Section 7.9 “Description of Segermo”.

For pro forma financial information reflecting the acquisition of Segermo and information on the preliminary purchase price allocation resulting in goodwill of NOK 184 million, see Section 11 “Unaudited pro forma financial information”.

10.5 Capital resources The capital resources of the Group consist of equity from its shareholders, a debt facility with DNB Bank ASA, financial leasing and credit facilities. As of 30 September 2015, the Group had an equity ratio of 39% and net interest bearing debt amounting to NOK 144 million. As of 30 September 2015, the Group had a revolving facility of NOK 40 million of which NOK 15 million was utilized. In addition, the Group had overdraft and factoring facilities of NOK 55 million, of which NOK 12 million was utilized.

The Group’s working capital assets consisted of work in progress NOK 89 million and total receivables from customers NOK 205 million. The Group’s working capital liabilities as of 30 September 2015 was NOK 252 million and consisted of payables to suppliers, unpaid government taxes and other current liabilities. The Group’s net working capital as of 30 September 2015 was NOK 42 million. As of 30 September 2015, the Group had cash and cash equivalents of NOK 128 million.

In connection with the acquisitions of NRC Rail Norge and SJT in Q2 2015, the Company entered into an agreement with DNB Bank ASA regarding a SEK 180,000,000 term facility. The agreement also provided for a revolving credit facility of NOK 40,000,000 for general corporate and working capital purposes of the Group.

The term loan facility shall be repaid in 5 equal semi-annual instalments each in the amount of SEK 25 million and by a final bullet repayment of the remaining SEK 55 million on maturity, being May 2018. The revolving credit facility shall be repaid on the expiration of each interest period, and the duration of each new period will be requested by the Company in advance of each period. As of the date of this Prospectus, a total of SEK 130 million of the term loan facility is outstanding. Please see table below for repayment schedule for the term facility.

68 Prospectus – NRC Group ASA

The term facility may be repaid, subject to certain conditions, prior to financial maturity at par value. The loans are also subject to certain mandatory prepayment conditions, including upon a change of control or disposal of material assets.

Both the term facility and the revolving credit facility have been granted on market terms, and are subject to an interest rate consisting of the standard interest rate benchmark for the relevant currency and a margin of 2.50%. For the term loan facility, the benchmark is STIBOR, while the revolving credit facility will depend on which currency the facility has been drawn in.

Both new facilities contain standard market terms and covenants, including certain restrictions on payment of dividends, investments above a certain basket amount and covenants relating to leverage ratio and interest coverage.

Repayment Repayment date Instalment (SEK) Interest 30 May 2016 ...... 25,000,000 STIBOR + 2.50% 28 November 2016 ...... 25,000,000 STIBOR + 2.50% 29 May 2017 ...... 25,000,000 STIBOR + 2.50% 28 May 2018 ...... 55,000,000 STIBOR + 2.50%

As of the date of this Prospectus, the maturity structure of the Group’s current and non-current interest-bearing debt is as follows:

2015 2016 2017 2018 2019- NOK 1,000 Bank loans ...... 2,314 68,433 53,170 57,716 12,754 Financial leasing ...... 686 5,891 5,700 5,306 9,959 Overdraft facilities ...... 12,315 0 0 0 0 Other liabilities ...... 0 331 0 15,895 0 Total ...... 15,315 74,665 58,870 78,917 22,713

Bank loans include NOK 15 million of the revolving facility and overdraft facilities include the utilization of the Group’s overdraft and factoring facilities.

Leasing obligations As of the date of this Prospectus, the present values of obligations related to the Group’s leasing agreements are as follows:

Operating leasing obligations 2015 2014 2013 2012 NOK 1,000 Maturity within 1 year...... 5,768 7,086 6,859 3,800 Maturity between 1 and 5 years ...... 19,368 4,961 7,229 7,402 Maturity later than 5 years ...... 3,605 0 0 0 Total ...... 28,741 12,047 14,388 11,202

Financial leasing obligations 2015 2014 2013 2012 NOK 1,000 Maturity within 1 year...... 4,556 490 1,016 2,137 Maturity between 1 and 5 years ...... 7,170 678 420 1,195 Maturity later than 5 years ...... 0 0 0 0 Total ...... 11,726 1,168 1,436 3,332

Debt overview The Group’s management of liquidity risk entails maintenance of adequate liquid reserves and credit facilities. The central management team and the local managers of subsidiaries monitor the Group’s liquid resources and credit facilities through revolving forecasts based on the expected cash flow. See the Group’s Financial Analysis and Note 21 in the annual report for 2014 for further description of the Group’s funding and treasury policy.

69 Prospectus – NRC Group ASA

10.6 Capitalisation and indebtedness The table below sets forth the Group’s statements of capitalisation and indebtedness as of 30 September 2015 and have been extracted from the Group's unaudited interim financial report for Q3 2015.

The table should be read together with the consolidated financial statements and the related notes thereto, as well as the other information under this Section 10.

As of 30 September In NOK million 2015

(unaudited) TOTAL CAPITALISATION Total current debt ...... 348,248 -Guaranteed ...... 0 - Secured1 ...... 96,613 - Unguaranteed/unsecured ...... 251,635

Total non-current debt ...... 206,925 - Guaranteed ...... 0 - Secured1 ...... 175,070 - Unguaranteed/unsecured ...... 31,855

Total shareholders’ equity ...... 347,641 a. Share capital ...... 26,117 b. Legal reserve ...... 323,680 c. Other reserves ...... -2,157 Total ...... 902,814

NET FINANCIAL INDEBTEDNESS (A) Cash ...... 127,538 (B) Cash equivalents ...... 0 (C) Traded securities and other financial instruments ...... 0 (D) Liquidity (A)+(B)+(C) ...... 127,538

(E) Current financial receivables ...... 0

(F) Current bank debt ...... 15,000 (G) Current portion of long-term debt ...... 50,620 (H) Other current financial debt ...... 30,993 (I) Current financial debt (F)+(G)+(H) ...... 96,613

(J) Net current financial indebtedness (I)-(E)-(D)...... -30,925

(K) Non-current bank loans ...... 128,067 (L) Bonds issued ...... 0 (M) Other non-current loans ...... 47,003 (N) Non-current financial indebtedness (K)+(L)+(M) ...... 175,070

(O) Net financial indebtedness (J)+(N) ...... 144,145

1 The Company’s secured debt comprises (i) factoring facility of NOK 12.3 million secured with accounts receivable, (ii) leasing of NOK 28.7 million secured by machinery and equipment, (iii) bank loan of NOK 11.4 million with security in buildings, (iv) the term facility of SEK 180 million less amortisation of transaction costs (approximately NOK 174 million) and the revolving facility of NOK 15 million as of 30 September 2015, which are secured by pledges over the shares in the Company's directly and indirectly owned subsidiaries NRC Rail Norge, Blom Geomatics AS, Blom AS, NRC Group Holding AS, Nordic Railway Construction AB, SJT and NRC Rail Group and pledges over the bank accounts of Blom Geomatics AS and NRC Group Holding AS. Furthermore, the group companies have assigned the intra-group loans between NRC Group Holding AS (as lender) and NRC Rail Norge AS (as borrower), NRC Rail Group AS, TB-Eiendom AS and NRC Rail Norge (as lenders) and NRC Rail Group (as borrower) as security for the facilities. The facilities are also secured by company mortgages (Företagsinteckning) of SEK 23 million (NOK 23 million) granted by SJT, as well as floating charges granted by Blom Geomatics AS and NRC Rail Norge over all of the companies’ machinery and plant (Driftstilbehør), inventory (Varelager), moveable machinery (Motorvogner og anleggsmaskiner) and accounts receivable (Kundefordringer).

As of the date of this Prospectus, there have been no significant changes to the Group’s capitalisation and indebtedness since 30 September 2015, other than the Private Placement and the completion of the Company's acquisitions of Litz, Elektrobyggnad and Segermo as further described herein. These changes result in increase of

70 Prospectus – NRC Group ASA

Total shareholder’s equity by NOK 322 million, of which Share capital is increased by NOK 9 million to NOK 35 million and legal reserve is increased by NOK 313 million to NOK 632 million, and a decrease of Net financial indebtedness by NOK 34 million being caused by an increase of Cash of NOK 34 million.

Other potential indebtedness: The Company acts as guarantor for Scan Subsea ASA in connection with the sale of real estate in Tønsberg. Scan Subsea ASA was acquired in 2007 by the NYSE listed company Parker Hannifin Corporation. The Company and Scanrope Holding jointly guarantees the rental commitments until 5 September 2016. The potential annual amount of indirect indebtedness is estimated to approximately NOK 4 million, which would arise should the counterparty default on the rental payments. No amounts are currently accrued for this potential guarantee in the Company’s balance sheet.

10.7 Working capital The board of directors is of the opinion that the working capital of the Company is sufficient for the Group’s present requirements in a twelve months perspective as from the date of this Prospectus.

10.8 Foreign currency Transactions in foreign currency are booked in NOK according to the exchange rates at the time of each transaction. Receivables and liabilities held in foreign currency are translated into NOK at the observed exchange rate at the day of the balance sheet. Exchange rate differences from period to period are accounted for in the Income Statement. Non-monetary assets held in foreign currency are accounted for using the exchange rates at the time of purchase. Assets accounted for in real value held in foreign currency are translated into NOK using the exchange rate observed at the time of the real value assessment.

10.9 Financial risk management The Group is exposed to fluctuations in foreign exchange rates, since a significant portion of revenues are in foreign currencies, primarily in SEK, EUR, GBP as well as USD. Foreign currency risk is not regarded as substantial, since the revenues and expenses are normally in the same currency and the revenues are distributed across several foreign currencies. The Group is also exposed to fluctuations in interest rates, since most of the Company’s debt has floating interest rates.

The risk that the Group’s debtors do not have the financial capacity to fulfil their obligations is regarded as low, since the customer base consists primarily of municipalities or government agencies, or companies or institutions where municipalities or government agencies have a dominant influence. Historically there have been very few losses on receivables in this customer group.

The liquidity management is based on 8-weeks rolling and 12-months rolling liquidity forecasts.

10.10 Significant changes after 30 September 2015 Other than the Private Placement, as described in Section 5 “The Private Placement ”, the acquisitions of Litz, Elektrobyggnad and Segermo, as described in Section 4 “The Consideration Shares” and Section 10.4.3 “Historical investments”, there has not been any significant change to the Group’s financial or trading position since 30 September 2015 through to the date of this Prospectus.

10.11 The Company’s auditor The Company’s auditor is PricewaterhouseCoopers AS (“PwC”) with registration number 987 009 713 and business address at Dronning Eufemias gate 8, N-0191 Oslo, Norway. PwC is a member of Den Norske Revisorforening. PwC has been the Group’s auditor since 2011.

PwC’s audit reports on the audited financial statements for 2012, 2013 and 2014 are incorporated by reference as set out in Section 17.2 “Incorporation by reference”.

PwC’s audit report included in the 2012 audited financial statements included an emphasis of matter regarding the information, included in the directors report and Note 26 to the 2012 audited financial statements, concerning the Company’s loss making operations and the ensuing uncertainty around its ability to service its debt at maturity which indicated the existence of a material uncertainty about the company’s ability to continue as a going concern. The opinion was not qualified in that respect.

As a result, the following wording was included in the audit report for 2012: “we draw attention to the Board of Directors’ report and Note 26 in the financial statements which indicate that there is uncertainty regarding whether the company will be able to service its debt at maturity. These conditions, along with other matters as set forth in

71 Prospectus – NRC Group ASA the Board of Directors’ report and in Note 26, indicate the existence of a material uncertainty that may cast significant doubt about the company’s ability to continue as a going concern. Our opinion is not qualified in respect of this matter”.

With respect to the unaudited pro forma information included in Section 11 “Unaudited pro forma financial information” of this Prospectus, PwC has applied assurance in accordance with International Standards on Assurance Engagements 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus in order to express an opinion as to whether the unaudited pro forma financial information has been properly complied on the basis stated, and that such basis is consistent with the accounting policies of the Group.

PwC’s report on the pro forma financial information is included in Appendix 2 to this Prospectus.

PwC’s has not audited, reviewed or produced any report on any other information provided in this Prospectus.

10.12 Related party transactions Middelborg AS, a company owned by board member Mr. Kristian Lundkvist, perform some administrative services for the Group and certain other group companies. The services are priced and billed for based on the arm’s length principle for transactions between related parties. The above transactions have been considered as immaterial between the Company and said parties and thus no third party evaluation during 2015 has been warranted.

Aside the above, the Company has not during the last three financial years and up until the date of this Prospectus had any closely related parties other than its subsidiaries and associated companies.

The transactions between the Company and its subsidiaries and associated companies are listed in note 14 to the annual reports for 2012, 2013 and 2014, incorporated hereto by reference.

72 Prospectus – NRC Group ASA

11. UNAUDITED PRO FORMA FINANCIAL INFORMATION

11.1 Introduction On 23 April 2015, the Company (at that time named Blom ASA) announced that it had entered into an agreement to combine its business with the rail business of NRC Rail Norge (at that time named Team Bane AS) through the acquisition of its holding company NRC Rail Group (which at that time was named Nordic Railway Construction Holding AS). For the purpose of this Section 11, this acquisition is referred to as the acquisition of NRC Rail Norge. The transaction was completed as a share transaction with an exchange ratio of 50-50, where the Company as the acquiring entity issued 9,674,197 new shares to the shareholders of NRC Rail Group. On 7 May 2015, the combined Company announced that it through NRC Rail Group had entered into an agreement to acquire SJT. The settlement for the acquisition of SJT was made in a combination of 2,891,139 new Shares in the Company, SEK 180 million in cash and a vendor note of approximately SEK 16 million. On 9 November 2015, the Company announced that it had entered into a binding agreement with Segermo Holding Aktiebolag to acquire Segermo for a total equity consideration of SEK 225 million. The settlement for this acquisition was made in a combination of 2,480,250 Consideration Shares and SEK 125 million in cash, as further described in Section 4 “The Consideration Shares ”. Each of the transactions mentioned above (together the “Transactions”) resulted in a significant gross change to the Company. Pursuant to Commission Regulation (EC) No. 809/2004 of 29 April 2004, the Company has included this unaudited pro forma financial information to describe how the Transactions might have affected the assets and liabilities and earnings of the Company had the Transactions been undertaken at an earlier point in time.

The Company has performed an evaluation of the significance of the acquisitions of Litz and Elektrobyggnad, as further described in Section 10.4.3 “Historical investments” and concluded that it is not a level which triggers the need for further pro forma information. Accordingly, apart from the Transactions identified above, no other transactions or circumstances mentioned in this Prospectus, including but not limited to the acquisitions of Litz and Elektrobyggnad, are covered by the pro forma information in this Section 11.

11.2 General information and purpose of the unaudited pro forma financial information In the preparation of the pro forma information, the Group has chosen to follow the principle of acquisition accounting, consistent with the anticipated treatment under IFRS in the Group’s financial statements. The unaudited pro forma financial information set out below has been prepared by the Group to show how the Transactions might have affected the Group’s income statement information for the year ended 31 December 2014 as if the Transactions had occurred at 1 January 2014; and for the period ended 30 September 2015 as if the Transactions had occurred at 1 January 2015; and for the balance sheet as of 30 September 2015, as if the Transactions had occurred on 30 September 2015.

The unaudited pro forma financial information has been compiled to comply with Annex II of Regulation (EC) 809/2004. It should be noted that the unaudited pro forma financial information is not prepared in connection with an offering registered with the U.S. Securities and Exchange Commission (“SEC”) under the U.S. Securities Act and consequently is not compliant with the SEC’s rules on presentation of pro forma financial information. As such, a U.S. investor should not place reliance on the unaudited pro forma financial information included in this Prospectus.

The assumptions underlying the pro forma adjustments and the IFRS adjustments, for purpose of deriving the unaudited pro forma financial information, are described in the notes to the unaudited pro forma financial information. Neither these adjustments nor the resulting unaudited pro forma financial information have been audited in accordance with Norwegian, International or United States generally accepted auditing standards, and the unaudited pro forma financial information have not been prepared in accordance with the requirements of Regulation S-X of the SEC or generally accepted practice in the United States. In evaluating the unaudited pro forma financial information, each reader should carefully consider the audited historical financial statements and the notes thereto and the notes to the unaudited pro forma financial information.

The pro forma financial information does not include all of the information required for financial statements under IFRS. The pro forma financial information does not represent the actual combination of the financial statements of the Company, NRC Rail Norge, SJT and Segermo in accordance with IFRS, since certain simplifications and assumptions have been made as discussed in this section 11. Furthermore, the pro forma financial information is based on certain assumptions that would not necessarily have been applicable if the Company had ownership of these assets from the beginning of the periods presented in the pro forma financial information.

The information describes a hypothetical situation. The unaudited pro forma financial information has been prepared for illustrative purposes only to show how the Transactions might have affected the Group’s consolidated

73 Prospectus – NRC Group ASA income statements for the periods presented if the acquisition had occurred at an earlier point in time, and the unaudited consolidated balance sheet as of 30 September 2015 as if the acquisition had occurred at the balance sheet date. Because of its nature, the unaudited pro forma financial information addresses a hypothetical situation and, therefore, does not represent the Group’s actual financial position or results if the Transactions had in fact occurred on those dates, and is not representative of the results of operations for any future periods. Investors are cautioned not to place undue reliance on this unaudited pro forma financial information.

The pro forma financial information therefore does not reflect the Company or the Group’s actual financial position and results. The pro forma information must not be considered final or complete, and may be amended in future publications of accounts. The pro forma information has not been audited.

11.3 Basis for preparation

General With respect to the unaudited pro forma financial information included in this Section 11 of this document, PwC has applied assurance procedures in accordance with International Standards on Assurance Engagements 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus, in order to express an opinion as to whether the unaudited pro forma financial information has been properly compiled on the basis stated, and that such basis is consistent with the accounting policies of the Group. PwC report is included in Appendix 2 to this Prospectus.

Basis and source for the unaudited pro forma financial information The pro forma financial information for the nine months period ended 30 September 2015 has been compiled based on the unaudited interim financial reports for Q3 2015 for the Company, together with the unaudited management accounts of NRC Rail Norge, SJT and Segermo. The 2014 pro forma information has been based on the audited 2014 annual financial statements for the Company, NRC Rail Group (Nordic Railway Construction Holding AS), SJT, Segermo Entreprenad Aktiebolag and Segermo Väst Aktiebolag. Historically, Segermo has consisted of two companies, Segermo Entreprenad Aktiebolag and Segermo Väst Aktiebolag. The audited financial accounts for the two legal entities have been added together (combined) in the column Segermo in the pro forma tables. Pro forma adjustments relating to the two Segermo entities have been included in the pro forma adjustment column. SJT’s and Segermo’s combined financial statements are presented in SEK and have been converted to NOK for inclusion in this Section 11 using the rates SEK/NOK 0.9184 for unaudited pro forma financial information for the year ended 31 December 2014 and SEK/NOK 0.9399 for the unaudited pro forma financial information for the period ended 30 September 2015, both being the Norges Bank average rates for the relevant periods. Further, the SEK amounts as per 30 September 2015 have been converted to NOK using the rate SEK/NOK 1.0224, both being the Norges Bank rates.

The Group is subject to income tax in several jurisdictions, primarily Norway and Sweden. The Group has chosen to give effect to the pro forma adjustments by using the relevant statutory rates which would be expected to apply to the adjustments had they happened in the period presented. Since pro forma information is hypothetical information, the actual deductibility and eventual tax impact of the Transactions will not mirror the tax effect included here and may be subject to discussion with relevant tax authorities. However, consistent with IFRS, the Group has given effect to possible taxation on the adjustments by using the relevant statutory rate.

The 2014 audited financial statements for NRC Rail Norge (Nordic Railway Construction Holding AS) and SJT are incorporated hereto by reference, see Section 17.2 “Incorporation by reference”. The 2014 audited financial statements for Segermo Entreprenad Aktiebolag and Segermo Väst Aktiebolag are attached hereto as Appendix 3 and 4, respectively.

Description of the IFRS adjustments The consolidated financial statements of the Group are prepared according to IFRS as adopted by EU. The financial statements of NRC Rail Norge are prepared according to Norwegian Generally Accepted Accounting Principles to (“NGAAP”), and the financial statements of SJT and Segermo are prepared according to Swedish Generally Accepted Accounting Principles (“SGAAP”). Based on an analysis performed by the Company’s management of the applied NGAAP accounting principles for the financial information of Nordic Rail Norge, differences between NGAAP and the IFRS accounting policies of the Group were identified regarding application of acquisition costs and the amortisation of goodwill. These adjustments have been incorporated in the pro forma financial information and labelled as IFRS adjustments. Management’s analysis has as well identified differences between SGAAP and the IFRS accounting policies of the Group regarding the application of leasing. No other differences were identified between SGAAP and IFRS following the review of SJT’s and Segermo’s accounting principles.

74 Prospectus – NRC Group ASA

The management of the Group has not identified any other adjustments that were necessary in order for the pro forma information of the Group to be stated in accordance with IFRS for pro forma purposes for use in this Section 11.

11.4 Unaudited pro forma statement of income for 2014

Unaudited pro forma financial information for the year ended 31 December 2014 The table below sets out the unaudited pro forma income statement information for the Group for the year ended 31 December 2014, as if the Transactions had taken place on 1 January 2014.

NRC Rail NRC Group1 Norge2 Segermo Notes NRC Group (Blom) (Team Bane) SJT3 Combined4 IFRS Notes Pro forma pro Pro forma IFRS NGAAP SGAAP SGAAP adjustments IFRS adjustments forma IFRS NOK 1,000 (unaudited) (audited) (audited) (unaudited) (unaudited) (unaudited) (unaudited)

Operating revenue...... 245,966 323,396 397,114 320,342 0 -71,086 2, 6 1,215,732

Operating expenses ...... 232,257 300,823 335,680 288,945 2,300 1, 3 -52,104 2, 5, 6 1,107,901

Operating profit/loss before depreciation (EBITDA) ...... 13,709 22,537 61,435 31,397 -2,300 -18,983 107,831

Depreciation ...... 8,207 6,293 3,706 -201 682 3 -377 2,3 18,310 Amortisation...... 0 1,496 0 0 -1,496 2 12,852 3 12,852

Profit loss from associates...... 0 0 0 0 0 0 0

Operating profit/loss (EBIT) ...... 5,502 14,784 57,729 31,598 -1,487 -31,458 76,669

Net financial terms ...... -987 -2,892 184 100 -231 1, 3 -8,012 1,2,4 -11,838

Pre-tax profit/loss ...... 4,515 11,892 57,912 31,699 -1,717 -39,470 64,831

Taxes ...... -729 -3,921 -12,882 -6,974 489 1,2,3 10,457 1,2,3,4 -13,560 ,5 Net profit/loss from continuing operations ...... 3,786 7,971 45,030 24,725 -1,229 -29,013 51,271

Net profit/loss from discontinued operations ...... 4,140 0 0 0 0 0 4,140

Net profit & loss for the year ..... 7,926 7,971 45,030 24,725 -1,229 -29.013 55,411

1 The NRC Group figures represent the unaudited represented 2014 financial statements of NRC Group ASA (at that time named Blom ASA). 2 The NRC Rail Norge figures represent the audited 2014 financial statements of Nordic Railway Construction Holding AS. 3 The SJT figures represent the audited 2014 financial statements of SJT. 4 The Segermo Combined figures represent the unaudited combination of the audited 2014 financial statements of Segermo Entreprenad Aktiebolag and Segermo Väst Aktiebolag.

Overview of the adjustments The following information summarizes the adjustments related to the unaudited pro forma statement of income for 2014:

Notes to IFRS adjustments:

1. In accordance with NGAAP, NRC Rail Norge has capitalized acquisition costs incurred in connection with business combinations. These amounts totaled NOK 3,554 thousand in the year ended 31 December 2014. Under IFRS, such amounts are required to be included as an expense in the period incurred. The IFRS adjustment of NOK 164 thousand on finance costs relates to differences between NGAAP and IFRS in calculating the accounting effect on disposals of shares in subsidiaries. The effect on taxes is NOK 1,004 thousand.

2. In accordance with NGAAP, NRC Rail Norge has amortized goodwill over its useful economic life, which was assessed as being five year. The amortisation amounts totaled NOK 1,496 thousand and were expensed in the year ended 31 December 2014. IFRS does not permit amortisation of goodwill and instead requires goodwill to be tested annually for impairment. Management has concluded that the goodwill amortisation previously recorded under NGAAP is required to be reversed in order to be in accordance with IFRS. The effect on taxes is negative NOK 404 thousand.

3. In accordance with SGAAP, Segermo has treated certain lease contracts as operational leasing. Under IFRS, the contracts are treated as financial lease contracts. Net effect of this reclassification of lease contracts is NOK 393 thousand. The reclassification had effect on the following financial line items: operating expenses (negative NOK 1,254 thousand), depreciation (NOK 682 thousand) and net financial items (negative NOK 67 thousand). The effect on taxes is negative NOK 111 thousand.

75 Prospectus – NRC Group ASA

Notes to pro forma adjustments:

1. In connection with the acquisition of NRC Rail Norge and SJT, the Group has entered into an agreement to draw down on additional bank financing totalling approximately NOK 200 million with an expected term of three years, comprising a SEK 180 million term facility and NOK 40 million revolving facility. Had this financing been in place on 1 January 2014 the interest expense for the period is estimated to have been NOK 7,466 thousand. The effect on taxes is NOK 2,016 thousand. This pro forma adjustment is considered as recurring.

2. During the course of 2014, NRC Rail Norge acquired and disposed of its subsidiary Salg Sikkerhetspartner AS. All transactions relating to this business prior to its disposal have been removed from NRC Rail Norge in order to present NRC Rail Norge as a result of the Transactions. The information has been extracted from that subsidiary’s management accounts and the tax rate applied in the adjustment is the statutory rate for Norway. The subsidiary was only owned for the period from 1 April 2014 until 19 December 2014. This has affected the following financial line items: revenue (negative NOK 297 thousand), operating expenses (negative NOK 1,239 thousand), depreciation (negative NOK 469 thousand) and net financial items (NOK 185 thousand) (reduction of net financial items). The effect on taxes is negative NOK 431 thousand. This adjustment is a non-recurring adjustment.

3. In connection with the Transactions, the Group is required to perform a PPA in accordance with IFRS. The Group has performed a preliminary PPA that resulted in an increase in the carrying value of certain long term tangible assets and acquired contracts of approximately NOK 36,746 thousand and remaining useful economic life is expected to be from 3 to 49 years dependent on asset type. This gives rise to an annual increase in amortisation of approximately NOK 12,852 thousand and depreciation of NOK 92 thousand. The effect on taxes is NOK 3,332 thousand. This pro forma adjustment is considered as recurring.

4. In connection with a vendor note issued by the sellers of SJT, the Group has entered into an agreement to draw down on additional financing totalling SEK 16 million with an expected term of approximately 3 years from closing. Had this financing been in place on 1 January 2014 the interest expense for the period is estimated to have been NOK 731 thousand. The effect on taxes is NOK 161 thousand. This pro forma adjustment is considered as recurring.

5. The Group has incurred non-financing transaction costs for execution of the Transactions estimated to be NOK 19,925 thousand, which are not considered directly related to issue of equity and therefore deemed as profit and loss expense items under IFRS. The effect on taxes is NOK 5,380 thousand. These costs relate to fees to the Oslo Stock Exchange, fees to financial and legal advisors and costs to the Company’s auditor. In addition, the Company will incur certain financing fees in connection with the financing of the Transactions, which will be expensed over the life of the new finance agreements. This pro forma adjustment is considered as non-recurring

6. During the course of 2014, there has been some inter-company sales between the companies included in the pro forma 2014 figures. The net effect of these inter-company sales is NOK 70,789 thousand. Had the Group been established 1 January 2014, these inter-company sales would have been eliminated. The elimination has effect on both revenue and operating expenses of negative NOK 70,789 thousand. This pro forma adjustment is considered as recurring.

76 Prospectus – NRC Group ASA

11.5 Unaudited pro forma statement of income for 2015

Unaudited pro forma financial information for the period ended 30 September 2015 The table below sets out the unaudited pro forma income statement information for the Group for the nine-month period ended 30 September 2015, as if the Transactions had taken place on 1 January 2015.

NRC Rail NRC Group1 Norge2 (Blom) (Team Bane) SJT3 Segermo Notes NRC Group 1.1-30.9 1.1-31.5 1.1-31.5 Combined4 IFRS Notes Pro forma pro Pro forma IFRS NGAAP SGAAP SGAAP adjustments IFRS adjustments forma IFRS NOK 1,000 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

Operating revenue...... 522,129 32,936 145,515 260,517 0 -42,277 1 918,819

Operating expenses ...... 505,536 48,843 149,736 231,539 -1,102 1 -40,199 1,5 894,353

Operating profit/loss before depreciation (EBITDA) ...... 16,593 -15,907 -4,221 28,978 1,102 -2,078 24,467

Depreciation ...... 12,900 1,459 3,326 382 940 1 71 2 19,077 Amortisation...... 3,334 -82 0 0 0 6,467 2 9,719

Profit/loss from associates ...... 312 0 0 0 0 312

Operating profit/loss (EBIT) ...... 672 -17,284 -7,547 28,596 162 -8,616 -4,017

Net financial terms ...... -4,693 235 -995 -27 -177 1 -3,299 3,4 -8,955

Pre-tax profit/loss ...... -4,021 -17,049 -8,542 28,569 -15 -11,915 -12,972

Taxes ...... 27,919 3,751 2,306 -6,657 3 1 2,923 2,3,4,5 30,245

Net profit/loss from continuing operations ...... 23,898 -13,298 -6,235 21,913 -12 -8,992 17,273

Net profit/loss from discontinued operations ...... -2,280 0 0 0 0 0 -2,280

Net profit & loss for the year ..... 21,618 -13,298 -6,235 21,913 -12 1 -8,992 14,993

1 The NRC Group figures represent the reported unaudited interim financial report for Q3 2015 for NRC Group (Blom ASA changed name to NRC Group ASA on 2 June 2015). These reported figures include figures for NRC Rail Norge and SJT from 1 June to 30 September 2015, as these transactions were completed with effect as of 1 June 2015. 2 The NRC Rail Norge figures represent the unaudited consolidated management accounts for NRC Rail Group, NRC Rail Norge and TB-Eiendom AS for the period 1 January 2015 to 31 May 2015, being the period prior to completion of the transaction with NRC Group (at that time named Blom ASA). 3 The SJT figures represent the unaudited management accounts of SJT for the period 1 January 2015 to 31 May 2015, being the period prior to completion of the transaction with NRC Group (at that time named Blom ASA). 4 The Segermo Combined figures represent the unaudited management accounts of Segermo Entreprenad Aktiebolag and Segermo Väst Aktiebolag.

Overview of the adjustments The following information summarizes the adjustments related to the unaudited pro forma statement of income for the nine-month period ended 30 September 2015:

Notes to IFRS adjustments:

1. In accordance with SGAAP, Segermo has treated certain lease contracts as operational leasing. Under IFRS the contracts are treated as financial lease contracts. Net effect of this reclassification of lease contracts is NOK 12 thousand. The reclassification had effect on the following financial line items: operating expenses (negative NOK 1,102 thousand), depreciation (NOK 940 thousand), net financial items of (negative NOK 177 thousand) and taxes (NOK 3 thousand).

Notes to pro forma adjustments:

1. During the course of 2015, there has been some inter-company sales between the companies included in the pro forma 2015 figures. The net effect of these inter-company sales is NOK 42,227 thousand. Had the Group been established 1 January 2015, these inter-company sales would have been eliminated. The elimination has effect on both revenue and operating expenses of negative NOK 42,227 thousand. This pro forma adjustment is considered as recurring.

2. In connection with the Transactions, the Group has performed a preliminary PPA in accordance with IFRS. This resulted in an increase in the carrying value of certain long-term tangible assets and acquired contracts. This increase in carrying value of these assets was approximately NOK 29,100 thousand and remaining useful economic life is expected to be 2 to 49 years dependent on asset type. This gives rise to an increase in amortisation of NOK 6,467 thousand, an increase in depreciation of NOK 71 thousand and an increase in taxes of NOK 1,576 thousand. This pro forma adjustment is considered as recurring.

3. In connection with the acquisitions of NRC Rail Norge and SJT, the Group has entered in an agreement to draw down on additional bank financing totaling approximately NOK 200 million with an expected term of three years, comprising a SEK 180 million term facility and NOK 40 million Revolving Facility.

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Had this financing been in place on 1 January 2015 the interest expense for the period 1 January to 31 May 2015 is estimated to have been negative NOK 2,994 thousand. The effect on taxes is NOK 704 thousand. This pro forma adjustment is considered as recurring

4. In connection with the vendor note issued by the sellers of SJT, the Group has entered into an agreement to draw down on additional financing totaling SEK 16 million with an expected term of approximately 3 years from closing. Had this financing been in place on 1 January 2015 the interest expense for the period is estimated to have been negative NOK 305 thousand. The effect on taxes is NOK 82 thousand. This pro forma adjustment is considered as recurring.

5. The Group has incurred non-financing transaction costs for execution of the Transactions, which are not considered directly related to issue of equity, and therefore deemed as profit and loss expense items under IFRS, estimated to be NOK 19,925 thousands. These costs relate to fees to the Oslo Stock Exchange, fees to financial and legal advisors and costs to the Company’s auditor. NOK 17,847 thousand is booked as operating expenses in the period 1.6 – 30.09 and NOK 2,078 thousand is included as a pro forma adjustment. The effect on taxes of the pro forma adjustment is NOK 561 thousand. This pro forma adjustment is considered as non-recurring.

11.6 Unaudited pro forma financial position as of 30 September 2015 The table below sets out the unaudited pro forma balance sheet information for the Group as of 30 September 2015, as if the Transactions had taken place on 30 September 2015.

NRC Segermo Notes Group1 Combined2 IFRS Notes Pro forma pro Pro forma IFRS (SGAAP) adjustments IFRS adjustments forma IFRS (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) NOK 1,000 ASSETS Patents, licenses and similar rights ...... 17,380 0 0 6,986 2 24,366 Deferred tax assets ...... 36,391 0 0 0 36,391 Goodwill...... 297,671 0 0 183,763 2 481,434

Intangible non-current assets ...... 351,442 0 0 190,748 542,190

Tangible non-current assets ...... 117,976 8,801 4,583 1 4,221 2 135,581 Total non-current asset and investments ...... 11,814 20,568 11 1 -20,552 1,2 11,841

Total non-current assets ...... 481,232 29,369 4,594 174,417 689,612

Total inventories ...... 88,621 0 0 0 88,621 Total receivables ...... 205,424 76,215 -790 1 0 280,849 Cash and cash equivalents...... 127,538 32,709 0 0 160,327 Assets classified as held for sale ...... 0 0 0 0 0

Total current assets ...... 421,582 109,005 -790 0 529,797

Total assets ...... 902,814 138,374 3,805 174,417 1,219,410

EQUITY AND LIABILITES Share capital ...... 26,117 709 0 5,181 1,2 32,007 Treasury shares ...... -1,978 0 0 0 -1,978 Share premium ...... 323,680 0 0 221,799 1 545,479

Other equity: Currency translation differences ...... -14,474 0 0 0 -14,474 Retained earnings ...... 14,295 54,248 -39 1 -55,028 2 13,475

Total Equity ...... 347,641 54,956 -39 171,952 574,509

Pensions obligations ...... 5,472 0 0 0 5,472 Non-current interest-bearing liabilities ...... 175,070 0 3,844 1 0 178,914 Deferred taxes ...... 26,383 2,828 0 2,465 2 31,676

Total other non-current liabilities ...... 206,925 2,828 3,844 2,465 216,062

Total interest-bearing current liabilities ...... 96,613 5 0 0 96,618 Total other current liabilities ...... 251,635 80,585 0 0 332,220 Liabilities classified as held for sale ...... 0 0 0 0 0

Total current liabilities ...... 348,248 80,590 0 0 428,838

Total equity and liabilities ...... 902,814 138,374 3,805 174,417 1,219,410

1 The NRC Group figures represent the reported unaudited interim financial report for Q3 2015 for NRC Group. These reported figures include figures for NRC Rail Norge and SJT as these transactions were completed with effect as of 1 June 2015. 2 The Segermo Combined figures represent the unaudited management accounts of Segermo Entreprenad Aktiebolag and Segermo Väst Aktiebolag.

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Overview of the adjustments The following information summarizes the adjustments related to the unaudited pro forma financial position as of 30 September 2015:

Notes to IFRS adjustments:

1. In accordance with SGAAP, Segermo has treated certain lease contracts as operating lease. Under IFRS the contracts are treated as financial lease contracts. Tangible non-current assets have been increased by NOK 4,583 thousand, total non-current asset investments NOK 11 thousand, total receivables had been reduced by NOK 790 thousand and non-current interest bearing liabilities have been increased by NOK 3,844 thousand. Net effect on equity is negative NOK 39 thousand.

Notes to pro forma adjustments:

1. In connection to the Segermo transaction, the Group issued the Private Placement to fund the acquisition of Segermo. Purchase price is NOK 227,486 thousand (SEK 224,700 thousand), which increases the share capital by NOK 5,687 thousand, share premium by NOK 221,799 thousand and total non-current asset investments with the same amount.

2. In connection with the Transactions, the Group is required to perform a PPA in accordance with IFRS. A preliminary PPA has resulted in an increase in the carrying value of certain long-term tangible assets and acquired contracts. The increase in carrying value of these assets was NOK 11,206 thousand. The surplus of the purchase price over the identified net assets in the preliminary PPA performed by the Group gives rise to goodwill of NOK 183,763 thousand in the pro forma balance sheet. This adjustment had effect on the following financial line items (NOK):

a) patents, licenses and other intangible assets ...... 6,986 thousand b) goodwill ...... 183,763 thousand c) tangible non-current assets ...... 4,221 thousand d) total non-current asset investments ...... -248,038 thousand e) share capital ...... -506 thousand e) retained earnings ...... -55,028 thousand f) deferred taxes ...... 2,465 thousand

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12. SHARES AND SHARE CAPITAL

12.1 Share capital and Shares The issued share capital of the Company is at the date of this Prospectus NOK 34,569,483 divided into 34,569,483 Shares with a par value of NOK 1. The Shares are fully paid and issued in accordance with Norwegian law.

The Shares are registered in the VPS register with ISIN NO 0003679102. The Shares are equal in all respects and each share carry one vote at the Company’s general meeting.

12.2 Historical development in share capital and number of shares The development of the Company’s share capital since 1 January 2012 is set forth in the table below.

Change in New New share Date of share capital Nominal number of capital registration Type of change (NOK) value (NOK) Share price shares (NOK) 1 January 2012 ...... - - 0.10 - - 25,464,719.90 23 May 2012 ...... Reverse split (100:1) 0 10.00 - 2,546,472 25,464,719.90 23 May 2012 ...... Reduction of share capital1 -24,191,483.90 0.50 - 2,546,472 1,273,236.00 23 May 2012 ...... Conversion of debt to share 15,575,626.00 0.50 - 33,697,725 16,848,862.00 capital 31 December 2012/ 1 January 2013 ...... - - 0.50 - - 16,848,862.00 30 September 2013 . Reduction of share capital2 -15,163,975.75 0.05 33,697,725 1,684,886.25 20 November 2013 . Conversion of debt to share 48,688,358.00 0.05 0.10 1,007,064,90 50,353,245.00 capital 0 20 November 2013 . Reverse split (100:1) 0 5 - 10,070,649 50,353,245.00 31 December 2013/ 1 January 2014 ...... - ‐ 5 - ‐ 50,353,245.00 27 January 2014 ...... Reduction of share capital3 -40,282,596.00 1 - 10,070,649 10,070,649.00 31 December 2014/ 1 January 2015 ...... - ‐ 1 - - 10,070,649.00 29 May 2015 ...... Share capital increase4 9,674,197.00 1 9.60 19,744,846 19,744,846.00 3 June 2015 ...... Share capital increase4 2,891,139.00 1 20.7530665 22,635,985 22,635,985.00 14 August 2015 ...... Share capital increase 3,111,111.00 1 27 25,747,096 25,747,096.00 26 August 2015 ...... Share capital increase 370,370.00 1 27 26,117,466 26,117,466.00 9 November 2015 ... Share capital increase5 1,596,767.00 1 27/33 27,714,233 27,714,233.00 13 November 2015 . Share capital increase – 2,770,000.00 1 40 30,484,233 30,484,233.00 Tranche 1 3 December 2015 .... Share capital increase6 2,480,250.00 1 40 32,964,483 32,964,483.00 4 December 2015 .... Share capital increase – 1,605,000.00 1 40 34,569,483 34,569,483.00 Tranche 2

1 The rationale to reduce the nominal value of the share in May 2012 was due to the fact that the Company’s shares have traded at a price that is close to the nominal value of the shares. 2 The rationale to reduce the nominal value of the share in September 2013 was due to the fact that the Company’s shares have traded high in relation to the market value, and further because it was necessary in order to carry out the conversion of debt. 3 The reduction of share capital in January 2014 was due to ensure greater flexibility in the company’s evaluation and selection of various future strategic development options. 4 The share capital increases resolved on 29 May 2015 and 3 June 2015 were executed through a contribution in kind through issuance of consideration shares to the former shareholders of NRC Rail Group and SJT, respectively. 5 The share capital increase resolved on 6 November 2015 was executed through a contribution in kind through issuance of consideration shares to the former shareholders of Elektrobyggnad and Litz with a share price of NOK 27 and NOK 33, respectively. 6 The share capital increase registered on 3 December 2015 was done as contribution in kind through issuance of the Consideration Shares with a share price of NOK 40 to the former shareholder of Segermo.

If all the Offer Shares in the Subsequent Offering are successfully subscribed for and issued, the Company’s share capital will increase by NOK 375,000, from NOK 34,569,483 to NOK 34,944,483, divided into 34,944,483 Shares, each with a nominal value of NOK 1.

Since 1 January 2012, more than 10% of the Company’s share capital has been paid for with assets other than cash.

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12.3 Authorisation to issue Shares On 10 August 2015, the annual general meeting granted the board of directors the following authorisations to increase the share capital in the Company:

a) By up to NOK 2,800,000 through one or several issuances of new shares in order to give the board of directors the possibility to issue new shares in connection with potential acquisitions, incentive programs for employees, and to strengthen the company’s equity in general as the board of directors sees fit.

b) By up to NOK 1,800,000 in order to enable the board of directors to resolve to issue shares to the sellers of Litz and Elektrobyggnad.

As of the date of this Prospectus, the 10 August 2015 authorisations have all been fully used by the board of directors.

On 2 December 2015, the extraordinary general meeting granted the board of directors the following authorisations to increase the share capital in the Company:

a) By up to NOK 7,000,000 through one or several issuances of new shares in order to give the board of directors the possibility to issue new shares in connection with potential acquisitions or similar transactions and to strengthen the company’s equity in general as the board of directors sees fit. The capital increases may be paid in cash, by set-off, by contributions in assets other than money and encompass merger decisions. The authorization includes the right to incur special obligations on behalf of the Company in accordance with the Norwegian Limited Lability Companies Act. The authorization is valid until the annual general meeting in 2016, but no later than 30 June 2016.

b) By up to NOK 350,000 in order to give the board of directors the possibility to issue new Shares in connection with incentive programs for employees. The authorization only applies to share capital increases against contribution in cash and is valid until the annual general meeting in 2016, but no later than 30 June 2016.

c) By up to NOK 2,800,000 in order to enable the board of directors to resolve to issue the Consideration Shares in connection with the acquisition of Segermo (the “Segermo Authorization”).

d) By up to NOK 375,000 in order to enable the board of directors to resolve to issue Shares in the Subsequent Offering. The authorization only applies to share capital increases against contribution in cash and is valid until 31 March 2016.

Other than the Segermo Authorization, none of the 2 December 2015 authorizations has been us as of the date of this Prospectus.

There are no other Board authorizations in effect as of the date of this Prospectus.

12.4 Authorisation to repurchase Shares The annual general meeting held on 28 May 2015 authorised the board of directors to purchase treasury shares for a nominal amount of up to NOK 2,263,598.50. The authorisation is valid until the annual general meeting in 2016.

12.5 Options and warrants The Company has not issued any warrants, options and/or other subscription rights.

12.6 Own Shares As of the date of this Prospectus the Company holds 146,452 treasury shares. Voting rights cannot be exercised for the Company’s treasury shares, and they shall not be counted when a resolution requires approval by a certain percentage of the share capital, cf. section 5-4 of the Public Limited Liability Companies Act.

12.7 Shareholder structure As registered in the VPS as of 3 December 2015, the Company has a total of 1,817 registered shareholders. The Company’s largest shareholder is Urbex Invest AS, holding 16.23% of the issued Shares. All Shares in the Company, including Shares held by the Company’s major shareholders, have equal voting rights.

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The top 20 registered shareholders with the largest shareholdings as registered in the VPS as of 3 December 2015 are listed below1:

Name of shareholder Number of Shares % 1 Urbex Invest AS ...... 4,946,828 16.23 2 Datum AS ...... 4,100,000 13.45 3 Swedbank AB (publ) Clients account ...... 4,033,792 13.23 4 Charlotte Holding AS ...... 1,903,008 6.24 5 DNB NOR Markets, Aksjehandel/analyse DNB Bank ASA ...... 1,825,001 5.99 6 Nordea Bank AB (publ) Clients account ...... 1,795,654 5.86 7 Sogn Invest AS ...... 1,285,046 4.22 8 Granshagen Invest AS ...... 731,007 2.40 9 Holmen Spesialfond ...... 500,000 1.64 10 Arctic Funds Plc BNY Mellon SA/NV ...... 435,000 1.43 11 Verdipapirfondet Alf ...... 427,568 1.40 12 Danske Bank A/S 3887 Operations Sec...... 380,958 1.25 13 MP Pensjon PK ...... 375,365 1.23 14 Sora AS ...... 360,000 1.18 15 Meitner AS ...... 354,358 1.16 16 J.P. Morgan Chase Ba Nordea Treaty Account ...... 300,000 0.98 17 Bustein AS ...... 300,000 0.98 18 Krag Invest AS ...... 290,000 0.95 19 Tore Aamot ...... 281,173 0.92 20 The Bank of New York BNY Mellon ...... 274,765 0,90 Total top 20 shareholders ...... 24,890,523 81.64 Other ...... 5,593,710 18.36 Total shareholders ...... 30,484,233 100.00

1 The 2,480,250 Consideration Shares issued to Segermo Holding Aktiebolag on 3 December 2015 and the 1,605,000 Shares issued in Tranche 2 of the Private Placement on 4 December 2015, were not registered in the VPS as of 3 December 2015 and are, consequently, not reflected in the table above.

Shareholders holding 5% or more of the Shares in the Company have an interest in the Company’s share capital which is notifiable pursuant to the Norwegian Securities Trading Act, see further description of disclosure obligations in Section 13.7 “Disclosure obligations” below. As of 3 December 2015, the following shareholders are registered in the VPS as owning more than 5% of the Shares in the Company: Urbex Invest AS (16.23%), Datum AS (13.45%), Swedbank AB (Publ) (13.23%), Charlotte Holding AS (6.24%), DNB NOR Markets, Aksjehandel/analyse (5.99%) and Nordea Bank AB (Publ) (5.86%). In addition, following issuance and registration with the Norwegian Register of Business Enterprises of the 2,480,250 Consideration Shares issued to Segermo Holding Aktiebolag on 3 December 2015, Segermo Holding Aktiebolag (7.52%) holds a notifiable interest in the Company's Shares as of 3 December 2015. Except for the shareholders mentioned, the Company is not aware of any other shareholders or consolidated groups of shareholders owning more than 5% of the Shares.

As of the date of this Prospectus, the Company is not aware of any arrangements or agreements that may result in, prevent, or restrict a change of control in the Company.

12.8 Listing, share registrar and securities number The Shares are registered in the VPS. The Shares’ current securities number is ISIN NO 0003679102. The Registrar for the Shares is DNB Verdipapirservice, Dronning Eufemias gate 30, 0191 Oslo, Norway.

The Shares are listed on Oslo Stock Exchange under ticker code “NRC”. No Shares or any interests in Shares of the Company are listed, and no application has been filed for listing, on any other stock exchange or regulated market than the Oslo Stock Exchange.

12.9 Dividend policy In accordance with the Company’s future growth goals, the Company will seek to maintain a sound financial platform. Dividends have historically been considered on an on-going basis as a result of the Company’s strategy and earnings. No dividend has been paid during the last three years. The board is in the process of formulating a dividend policy for the Company, which will be announced when it has been decided.

12.10 Shareholder agreements The Company is not aware of any shareholder agreements in respect of the Shares.

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13. SHAREHOLDERS MATTERS AND NORWEGIAN COMPANY AND SECURITIES LAW

13.1 General meeting According to the Public Limited Companies Act, a company’s shareholders exercise their voting rights in the company at the general meeting.

A shareholder may attend the general meeting either in person or by proxy. According to the Securities Trading Act section 5-9 (3) a company listed on the Oslo Stock Exchange shall send proxy forms to its shareholders prior to its general meetings, unless such form is made available to the shareholders on the internet site of the company and the notice of the general meeting includes all information needed by the shareholders to gain access to the documents, including the internet address.

In accordance with the Public Limited Companies Act, the annual general meeting of the company shall be held each year no later than 30 June. The following matters must be on the agenda for the annual general meeting:

• approval of the annual accounts and annual report, including the distribution of any dividends • the statement of the board of directors with regard to remuneration and benefits to the company’s managing director and other senior management; • a statement of principles and practice for corporate governance; and • any other business required to be discussed at the general meeting by law or in accordance with the company’s Articles of Association.

The Public Limited Companies Act requires that publicly listed companies send written notice of general meetings to all shareholders at least 21 days prior to the date of the general meeting. Shareholders who want to participate at the Company’s general meeting shall give notice to the Company by the deadline stated in the notice for the general meeting. The deadline for giving notice of participation at the general meeting is normally the day before the meeting.

Any shareholder of the Company is entitled to demand that a matter is added to the agenda of a general meeting provided that such shareholder provides the board of directors with a written notice of the matter at least seven days prior to the deadline for submitting the notice of the general meeting.

In addition to the annual general meeting, extraordinary general meetings of shareholders may be held if deemed necessary by the Company’s board of directors. An extraordinary general meeting shall also be convened for the consideration of specific matters at the written request of the Company’s auditor or shareholders representing in total at least 5% of the share capital of the Company.

13.2 Voting Rights The Public Limited Companies Act sets forth that each share in a company shall represent a right to one vote at the general meeting. No voting rights can be exercised with respect to treasury shares (own shares) held by a company.

In general, decisions that shareholders are entitled to make under the Public Limited Companies Act or the Company’s Articles of Association may be made by a simple majority of the votes cast. In the case of elections, the persons who obtain the most votes cast are elected. However, certain decisions, including but not limited to resolutions to:

• authorise an increase or reduction of the Company’s share capital, • authorise an issuance of convertible loans or warrants, • authorise the board of directors to purchase the Company’s own shares and hold them as treasury shares, • waive preferential rights in connection with a share issue, • approve a merger or demerger, and • amend the Company’s Articles of Associations, must receive the approval of at least two-thirds of the aggregate number of votes cast at the general meeting, as well as at least two-thirds of the share capital represented at the general meeting. The Public Limited Companies Act further requires that certain decisions, which have the effect of substantially altering the rights and preferences of any shares or class of shares, receive the approval of the holders of such shares or class of shares as well as the majority required for amendments to the Articles of Association.

Decisions that (i) would reduce the rights of some or all of the Company’s shareholders in respect of dividend payments or other rights to assets or (ii) restrict the transferability of the Shares, require that at least 90% of the share capital represented at the Company’s general meeting vote in favour of the resolution, as well as the majority

83 Prospectus – NRC Group ASA required for amending the Articles of Association. Decisions which (i) increases the shareholders’ obligations towards the Company, (ii) restricts the shareholders’ right to transfer their shares other than requiring consent, (iii) make shares subject to forced redemption, (iv) changes the legal relationship between previously equal shares and (v) reduces the shareholders’ right to dividends or the Company’s capital, require the approval of all shareholders in the Company. In general, only a shareholder registered in the VPS is entitled to vote for such Shares. Beneficial owners of the Shares that are registered in the name of a nominee are generally not entitled to vote under Norwegian law, nor are any person who is designated in the VPS register as the holder of such Shares as nominees. Investors should note that there are varying opinions as to the interpretation of the right to vote on nominee registered shares.

There are no quorum requirements for the general meeting of the Company.

13.3 Additional issuance and preferential rights If a public limited company issues any new shares, including bonus share issues (involving the issuance of new shares by a transfer from the company’s share premium reserve or distributable equity to the share capital), such decision requires a two-thirds majority of the votes cast and the share capital represented at a general meeting of shareholders. In connection with an increase in the Company’s share capital by a subscription for Shares against cash contributions, Norwegian law provides the Company’s shareholders with a preferential right to subscribe for the new Shares on a pro rata basis based on their then-current shareholding in the Company. The preferential rights to subscribe for Shares in a Share issue may be waived by a resolution in the general meeting with the same voting requirements as for amendments to the Articles of Association. A waiver of the shareholders’ preferential rights in respect of bonus issues requires the approval of all outstanding Shares.

The general meeting may, with two-thirds majority vote as described above, authorise the board of directors to issue new Shares. Such authorisation may be effective for a maximum of two years, and the par value of the Shares to be issued may not exceed 50% of the nominal share capital at the time the authorisation is registered in the Norwegian Register of Business Enterprises. The Corporate Governance Code recommends that the authorisation is limited to specific purposes and not valid for longer than until the next annual general meeting. The preferential right to subscribe for Shares against consideration in cash may be set aside by the board of directors only if the authorisation includes such option for the board of directors.

To issue Shares to shareholders who are citizens or residents of the United States upon the exercise of preferential rights, the Company may be required to file a registration statement in the United States under U.S. securities laws. If the Company decides not to file a registration statement, these holders may not be able to exercise their preferential rights.

Under Norwegian law, bonus shares may be issued, subject to shareholder approval and provided, amongst other requirements, that the Company does not have an uncovered loss from a previous accounting year, by transfer from the Company’s distributable equity or from the Company’s share premium reserve. Any bonus issues may be accomplished either by issuing Shares or by increasing the par value of the outstanding Shares. If the increase in share capital is to take place by new Shares being issued, these new Shares must be allotted to the shareholders of the Company in proportion to their current shareholding in the Company.

13.4 Minority rights The Public Limited Companies Act contains a number of provisions protecting minority shareholders against oppression by the majority, including but not limited to those described in this and preceding sections. Any shareholder may petition the courts to have a decision of the company’s board of directors or general meeting declared invalid on the grounds that it unreasonably favours certain shareholders or third parties to the detriment of other shareholders or the Company itself. In certain grave circumstances, shareholders may require the courts to dissolve the company as a result of such decisions. Shareholders holding in aggregate 5% or more of a public limited company’s share capital have a right to demand that the company holds an extraordinary general meeting to address specific matters. In addition, any shareholder may demand that the company places an item on the agenda for any general meeting if the company is notified in time for such item to be included in the notice of the meeting.

13.5 Mandatory offer requirements The Norwegian Securities Trading Act requires any person, entity or consolidated group that becomes the owner of shares representing more than one-third of the voting rights of a Norwegian company listed on a Norwegian regulated market to, within four weeks, make an unconditional general offer for the purchase of the remaining shares in that company. A mandatory offer obligation may also be triggered where a party acquires the right to become the owner of shares that, together with the party’s own shareholding, represent more than one-third of the voting rights in the company and the Oslo Stock Exchange decides that this is regarded as an effective acquisition of the shares in question.

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The mandatory offer obligation ceases to apply if the person, entity or consolidated group sells the portion of the shares that exceeds the relevant threshold within four weeks of the date on which the mandatory offer obligation was triggered.

When a mandatory offer obligation is triggered, the person subject to the obligation is required to immediately notify the Oslo Stock Exchange and the company in question accordingly. The notification is required to state whether an offer will be made to acquire the remaining shares in the company or whether a sale will take place. As a rule, a notification to the effect that an offer will be made cannot be retracted. The offer and the offer document required are subject to approval by the Oslo Stock Exchange before the offer is submitted to the shareholders or made public.

The offer price per share must be at least as high as the highest price paid or agreed by the offeror for the shares in the six-month period prior to the date the threshold was exceeded. However, if it is clear that that the market price was higher when the mandatory offer obligation was triggered, the Norwegian Securities Trading Act states that the offer price shall be at least as high as the market price. If the acquirer acquires or agrees to acquire additional shares at a higher price prior to the expiration of the mandatory offer period, the acquirer is obliged to restate its offer at such higher price. A mandatory offer must be in cash or contain a cash alternative at least equivalent to any other consideration offered.

In case of failure to make a mandatory offer or to sell the portion of the shares that exceeds the relevant threshold within four weeks, the Oslo Stock Exchange may force the acquirer to sell the shares exceeding the threshold by public auction. Moreover, a shareholder who fails to make an offer may not, as long as the mandatory offer obligation remains in force, exercise rights in the company, such as voting in a general meeting of the Company’s shareholders, without the consent of a majority of the remaining shareholders. The shareholder may, however, exercise his/her/its rights to dividends and pre-emption rights in the event of a share capital increase. If the shareholder neglects his/her/its duty to make a mandatory offer, the Oslo Stock Exchange may impose a cumulative daily fine that runs until the situation has been rectified.

Any person, entity or consolidated group that owns shares representing more than one-third of the votes in a Norwegian company listed on a Norwegian regulated market is obliged to make an offer to purchase the remaining shares of the company (repeated offer obligation) if the person entity or consolidated group through acquisition becomes the owner of shares representing 40%, or more of the votes in the company. The same applies correspondingly if the person, entity or consolidated group through acquisition becomes the owner of shares representing 50% or more of the votes in the company. The mandatory offer obligation ceases to apply if the person, entity or consolidated group sells the portion of the shares which exceeds the relevant threshold within four weeks of the date on which the mandatory offer obligation was triggered.

Any person, entity or consolidated Group that has passed any of the above mentioned thresholds in such a way as not to trigger the mandatory bid obligation, and has therefore not previously made an offer for the remaining shares in the company in accordance with the mandatory offer rules is, as a main rule, obliged to make a mandatory offer in the event of a subsequent acquisition of shares in the company.

The Company has not received any takeover bids or bids to acquire controlling interest during the last 12 months.

13.6 Compulsory acquisition Pursuant to the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act, a shareholder who, directly or through subsidiaries, acquires shares representing more than 90% of the total number of issued shares in a Norwegian public limited liability company, as well as more than 90% of the total voting rights, has a right, and each remaining minority shareholder of the company has a right to require such majority shareholder, to effect a compulsory acquisition for cash of the shares not already owned by such majority shareholder. Through such compulsory acquisition, the majority shareholder becomes the owner of the remaining shares with immediate effect.

If a shareholder acquires shares representing more than 90% of the total number of issued shares, as well as more than 90% of the total voting rights, through a voluntary offer in accordance with the Norwegian Securities Trading Act, a compulsory acquisition can, subject to the following conditions, be carried out without such shareholder being obliged to make a mandatory offer: (i) the compulsory acquisition is commenced no later than four weeks after the acquisition of shares through the voluntary offer, (ii) the price offered per share is equal to or higher than what the offer price would have been in a mandatory offer, and (iii) the settlement is guaranteed by a financial institution authorised to provide such guarantees in Norway.

A majority shareholder who effects a compulsory acquisition is required to offer the minority shareholders a specific price per share, the determination of which is at the discretion of the majority shareholder. However,

85 Prospectus – NRC Group ASA where the offeror, after making a mandatory or voluntary offer, has acquired more than 90% of the voting shares of a company and a corresponding proportion of the votes that can be cast at the general meeting, and the offeror pursuant to section 4-25 of the Public Limited Companies Act completes a compulsory acquisition of the remaining shares within three months after the expiry of the offer period, it follows from the Norwegian Securities Trading Act that the redemption price shall be determined on the basis of the offer price for the mandatory /voluntary offer unless specific reasons indicate another price.

Should any minority shareholder not accept the offered price, such minority shareholder may, within a specified deadline of not less than two months, request that the price be set by a Norwegian court. The cost of such court procedure will, as a general rule, be the responsibility of the majority shareholder, and the relevant court will have full discretion in determining the consideration to be paid to the minority shareholder as a result of the compulsory acquisition.

Absent a request for a Norwegian court of law to set the price or any other objection to the price being offered, the minority shareholders would be deemed to have accepted the offered price after the expiry of the specified deadline.

13.7 Disclosure obligations Pursuant to the Securities Trading Act, a person, entity or a group acting in concert acquires or disposes shares or rights to shares, i.e. convertible loans, subscription rights, options to purchase shares and similar rights to shares, which results in beneficial ownership, directly or indirectly, in the aggregate, reaching or exceeding or falling below the respective thresholds of 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 or 90% of the share capital, or a corresponding portion of the votes, is obligated to notify the Oslo Stock Exchange and the issuer immediately. Certain voting rights are counted on equal basis as shares and rights to shares. A change in ownership level due to other circumstances (i.e. other than acquisition or disposal) can also trigger the notification obligations when the said thresholds are passed, e.g. changes in the company’s share capital.

13.8 Rights of redemption and repurchase of shares The share capital of the Company may be reduced by reducing the par value of the Shares or by redeeming Shares. Such a decision requires the approval of at least two thirds of the aggregate number of votes cast and at least two thirds of the share capital represented at a general meeting of the Company’s shareholders. Redemption of individual Shares requires the consent of the holders of the Shares to be redeemed.

The Company may purchase its own Shares provided that the board of directors has been granted an authorisation to do so by the general meeting with the approval of at least two thirds of the aggregate number of votes cast and at least two thirds of the share capital represented at the meeting. The aggregate par value of treasury shares so acquired, and held by the Company, must not exceed 10% of the Company’s share capital, and treasury shares may only be acquired if the Company’s distributable equity, according to the latest adopted balance sheet, exceeds the consideration to be paid for the shares.

13.9 Shareholders vote on certain reorganisations A decision to merge with another company or to demerge requires a resolution of the Company’s shareholders at a general meeting passed by two-thirds of the aggregate votes cast, as well as two-thirds of the aggregate share capital represented at the general meeting. A merger plan or de-merger plan signed by the Company’s board of directors along with certain other required documentation shall be sent to all shareholders and registered with the Norwegian Register of Business Enterprises at least one month prior to the general meeting to decide upon the matter.

13.10 Distribution of dividends

Dividends may be paid in cash or in some instances in kind. Pursuant to the Norwegian Public Limited Companies Act, a public company may only distribute dividends to the extent it after the distribution has net assets covering the company’s share capital and other restricted equity. The calculation shall be made on the basis of the balance sheet in the company’s last approved financial statements, however so that it is the registered share capital on the time of decision that applies. In the amount that may be distributed according to the first paragraph, a deduction shall be made for (i) the aggregate nominal value of treasury shares held by the company, (ii) credit and collateral pursuant to sections 8-7 and 8-10 of the Norwegian Public Limited Companies Act, with the exception of credit and collateral repaid or settled prior to the time of decision or credit which is settled by a netting in the dividend and (iii) other dispositions after the balance day which pursuant to the law shall lie within the scope of the funds that the company may use to distribute dividend. Even if all other requirements are fulfilled, the company may only distribute dividend to the extent that it after the distribution has a sound equity and liquidity. Distribution of dividends is resolved by a majority vote at the

86 Prospectus – NRC Group ASA general meeting of the shareholders of the Company, and on the basis of a proposal from the board of directors. The general meeting cannot distribute a larger amount than what is proposed or accepted by the board of directors.

According to the Norwegian Public Limited Companies Act, there is no time limit after which entitlement to dividends lapses. Further, there are no dividend restrictions or specific procedures for non-Norwegian resident shareholders in the Act. Any potential future payments of dividends on the Shares will be denominated in NOK, and will be paid to the shareholders through the VPS. Payment to investors registered in the VPS whose address is outside Norway will be conducted by the Company’s registrar (DNB) based on information received from the VPS. Investors registered in the VPS with an address outside Norway who have not supplied VPS with their bank account details or who do not have a valid bank account number will receive a letter from the Company’s VPS registrar which needs to be returned before the dividend payment can take place.

13.11 Distribution of assets on liquidation According to the Public Limited Companies Act, a company may be wound-up by a resolution of the company’s shareholders in a general meeting passed by the same vote as required with respect to amendments to the Articles of Association. The shares rank equally in the event of a return on capital by the Company upon a winding-up or otherwise.

13.12 The VPS and transfer of shares The VPS is the Norwegian paperless centralised securities registry. It is a computerised bookkeeping system in which the ownership of, and all transactions relating to, Norwegian listed shares must be recorded. The Company’s share register is operated through the VPS. All transactions relating to securities registered with the VPS are made through computerised book entries. No physical share certificates are, or may be, issued. The VPS confirms each entry by sending a transcript to the registered shareholder irrespective of any beneficial ownership. To affect such entries, the individual shareholder must establish a share account with a Norwegian account agent. Norwegian banks, Norges Bank, authorised securities brokers in Norway and Norwegian branches of credit institutions established within the EEA are allowed to act as account agents.

The entry of a transaction in the VPS is prima facie evidence in determining the legal rights of parties as against the issuing company or a third party claiming an interest in the given security. The VPS is liable for any loss suffered as a result of faulty registration or an amendment to, or deletion of, rights in respect of registered securities unless the error is caused by matters outside the VPS’s control and which the VPS could not reasonably be expected to avoid or overcome the consequences of. Damages payable by the VPS may, however, be reduced in the event of contributory negligence by the aggrieved party.

A transferee or assignee of shares may not exercise the rights of a shareholder with respect to such shares unless such transferee or assignee has registered such shareholding or has reported and shown evidence of such share acquisition, and the acquisition of shares is not prevented by law, the Articles of Association or otherwise

13.13 Shareholders’ register Under Norwegian law shares are registered in the name of the owner of the shares. As a general rule, there are no arrangements for nominee registration and Norwegian shareholders are not allowed to register their shares in VPS through a nominee. However, shares may be registered in the VPS by a fund manager (bank or other nominee) approved by the Norwegian Ministry of Finance, as the nominee of foreign shareholders. An approved and registered nominee has a duty to provide information on demand about beneficial shareholders to the company and to the Norwegian authorities. In the case of registration by nominees, registration with the VPS must show that the registered owner is a nominee. A registered nominee has the right to receive dividends and other distributions but cannot vote at general meetings on behalf of the beneficial owners. Beneficial owners must register with the VPS or provide other sufficient proof of their ownership to the shares in order to vote at general meetings.

13.14 The Articles of Association The Articles of Association of the Company (last amended 2 December 2015) are incorporated by reference to this Prospectus (See Section 17.2 “Incorporation by reference”). The following is a summary of provisions of the Company’s Articles of Association as of the date of this Prospectus, some of which have not been addressed in the preceding discussion.

Section 2 The company’s business is consultancy services and investments in companies involved in infrastructure related business, including rehabilitation, other services related to construction, maintenance and development of infrastructure, as well as building and construction business including investments within real estate and machinery. The company shall perform maritime and land mapping, surveying and data services, to engage in industrial, trading,

87 Prospectus – NRC Group ASA agency and consulting activities, and other activities related to the above objectives – including the operation and management of the company’s own properties and other resources. The objectives can be pursued through participation in or cooperation with other enterprises and companies in Norway and abroad.

Section 3 The company’s registered office is in the municipality of Oslo, Norway.

Section 4 The company’s share capital is NOK 34,569,483 divided into 34,569,483 shares, each with a nominal value of NOK 1.

Section 5 The company’s board of directors shall consist of from three to nine shareholder elected board members. The board of directors is elected for two years at a time. It is possible to elect as many deputy members as there are members of the board. The deputy members are also elected for two years at a time.

Section 6 The right to sign for the company is held by the managing director and the board chairman jointly or the managing director and two board member jointly or the board chairman and two board members jointly. The managing director has the company’s power of procuration. The board may grant power of procuration to others as well.

The Articles of Association of the company do not contain any provisions stricter than is required by the Public Limited Companies Act in relation to changing the rights of holders of the Shares. The statutory requirements in this regard is set forth in Section 13.2 “Voting Rights” above.

13.15 Insider trading According to Norwegian law, subscription for, purchase, sale or exchange of financial instruments that are listed, or subject to the application for listing, on a Norwegian regulated market, or incitement to such dispositions, must not be undertaken by anyone who has inside information, as defined in section 3-2 of the Securities Trading Act. The same applies to the entry into, purchase, sale or exchange of options or futures/forward contracts or equivalent rights whose value is connected to such financial instruments or incitement to such dispositions.

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14. NORWEGIAN TAXATION Set out below is a summary of certain Norwegian tax matters related to the purchase, holding and disposal of shares. The summary is based on Norwegian laws, rules and regulations applicable as of the date of this Prospectus, and is subject to any changes in law occurring after such date. Such changes could possibly be made on a retroactive basis. The summary does not address foreign tax laws. The summary is of a general nature and does not purport to be a comprehensive description of all the Norwegian tax considerations that may be relevant for a decision to acquire, own or dispose of Shares. Shareholders who wish to clarify their own tax situation should consult with and rely upon their own tax advisors. Shareholders resident in jurisdictions other than Norway should consult with and rely upon local tax advisors with respect to the tax position in their country of residence. The statements only apply to shareholders who are beneficial owners of the shares. Please note that the Norwegian Ministry of Finance has recently proposed certain amendments to Norwegian tax legislation. The proposed amendments which may be relevant to a decision to invest in the Company include a reduction of the tax rate on ordinary income and an increase in the effective tax rate on dividends received and capital gains realised by individuals resident in Norway for tax purposes. In addition, the Norwegian Ministry of Finance has proposed to reduce the net wealth tax rate. If the proposals are adopted by the Norwegian Parliament, the amendments will be effective as of 1 January 2016. Please note that for the purpose of the summary below, a reference to a Norwegian or Non-Norwegian shareholder refers to the tax residency rather than the nationality of the shareholder.

14.1 Norwegian shareholders

Taxation of dividends – Norwegian personal shareholders Dividends distributed from the Company to Norwegian personal shareholders are taxable as ordinary income at a current rate of 27%. However, this will only apply for dividends exceeding a calculated risk-free return on the investment (tax-free return), which thus is tax exempt.

The tax-free return is calculated annually for each share and is allocated to the owner of the share at the end of the year. The tax-free return is calculated on the basis of the shareholder’s cost price on the share multiplied with a statutory risk-free interest. The risk-free interest is determined on the basis of interest on 3-months Treasury bills (Norwegian: “statskasseveksler”), as published by the Central Bank of Norway (Norwegian: Norges Bank), adjusted downwards by 27% (i.e. after tax interest rate). The risk-free interest rate is calculated and announced by the Norwegian Tax Directorate in January in the year after the income year; i.e. the risk-free interest rate for 2014 was decided January 2015. For the income year 2014, the risk-free interest rate is set to 0.9%.

If the actual distributed dividends for one year are less than the calculated tax-free return (calculated for each share), the surplus tax-free return can be carried forward to be set-off against dividends or capital gains on the same share for subsequent years (any surplus tax-free return on one share cannot be set-off against dividends or capital gains on other shares). Furthermore, any such surplus tax-free return will be added to the basis for calculating the annual tax-free return on the share for subsequent years.

Taxation of capital gains – Norwegian personal shareholders Sale, redemption or other disposal of shares is considered as a realization for Norwegian tax purposes.

A capital gain or loss generated by a Norwegian personal shareholder through a realization of shares in the Company is taxable or tax deductible in Norway. Such capital gain or loss is included in or deducted from the basis for computation of ordinary income in the year of realization. Ordinary income is taxable at a rate of 27%. Gains are taxable and losses are deductible irrespective of the duration of the ownership and the number of shares owned and/or disposed of.

The gain or loss is calculated as net consideration for the share less the cost price (including cots related to the acquisition and disposal of the share) on the share and any surplus tax-free return on the share (as a result of non- utilization of the calculated annual tax-free returns at the time of disposal). However, any surplus tax-free return may only be deducted in order to reduce a capital gain, and not to produce or increase a loss, i.e. any unused allowance exceeding the capital gain upon the realisation of a share will be annulled. Further, any surplus tax-free return on one share cannot be set-off against gains on another share. Expenses and broker’s commission at both the purchase (including the subscription for shares) and the sale of shares are deductible when calculating the capital gain or loss.

A FIFO (First in First Out) principle applies if shares are not acquired simultaneously.

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Taxation of dividends and capital gains – Norwegian corporate shareholders Capital gains generated by Norwegian corporate shareholders (limited liability companies and certain similar entities) through a realization of shares in the Company, are subject to the Norwegian participation exemption. Losses upon realisation and costs incurred in connection with the purchase and realisation of shares are not deductible for tax purposes. The participation exemption also applies to dividends distributed from the Company to Norwegian corporate shareholders. However, dividend distributed within a tax group is fully exempt.

3% of the dividend that qualifies for the participation exemption will be included in the tax base and taxable at a rate of 27%, implying a 0.81% effective tax rate for Norwegian corporate shareholders on such dividend. Net losses on shares in the Company are not tax deductible for Norwegian corporate shareholders.

Net wealth tax Norwegian corporations are exempt from net wealth taxation.

Norwegian personal shareholders are subject to net wealth tax. The marginal net wealth tax rate is currently 0.85%. When calculating the net wealth tax base, shares in listed companies are valued to the shares’ quoted value as of 1st of January in the assessment year, i.e. the year following the income year.

14.2 Foreign shareholders – Norwegian taxation

Withholding tax on dividends Dividends distributed from the Company to non-Norwegian shareholders (personal and corporate shareholders) not resident in Norway for tax purposes, are generally subject to Norwegian withholding tax. The general withholding tax rate on dividends is 25%, but the rate may be reduced if a tax treaty applies.

Dividends distributed to non-Norwegian shareholders that are regarded as equivalent to Norwegian limited liability companies (and certain other entities) and resident within the EEA for tax purposes, are exempt from Norwegian withholding tax, provided that the shareholder is the beneficial owner of the shares and that the shareholder is actually established and carries on genuine economic activities within an EEA member state. Special documentation requirements may apply in this respect.

Personal shareholders resident in an EEA member state may claim that a tax-free return is calculated and applied in the same way as for Norwegian personal shareholders, cf. above. However, the tax-free return does not apply in the event that the withholding tax rate, pursuant to an applicable tax treaty, leads to a lower withholding tax on the dividends than the withholding tax rate of 25% less the tax-free return. Any tax-free return is only available upon application, and any refund is given after the end of the income year.

Non-Norwegian shareholders that have been subject to a higher withholding tax than set out in an applicable tax treaty or the Norwegian Tax Act may apply to the Norwegian tax authorities for a refund of the excess withholding tax deducted.

Different provisions apply if shares in the Company are held by non-Norwegian shareholders in connection with a business (e.g. a permanent establishment) liable to taxation in Norway.

The Company’s responsibility for the withholding of taxes Non-Norwegian shareholders subject to withholding tax on dividends from the Company are subject to advance tax payment. The Company is responsible for the withholding of all tax that is levied on dividends to foreign shareholders and to report and pay in the withholding tax.

Capital gains Non-Norwegian personal and corporate shareholders are not subject to Norwegian tax on capital gains generated through realization of shares in the Company. However, tax liability in Norway may arise if (i) the shares are held in respect of a business (e.g. a permanent establishment) liable to taxation in Norway; or (ii) in the case of personal shareholders, the person has previously been tax domiciled in Norway.

Net Wealth Tax Non-Norwegian shareholders are, at the outset, not subject to Norwegian net wealth tax. Foreign personal shareholders may, however, be subject to net wealth tax if holding the shares in connection with a business (e.g. a permanent establishment) liable to taxation in Norway.

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14.3 Duties on transfer of shares No stamp duty or similar duties are currently imposed in Norway on the transfer or issuance of shares in the Company, neither on acquisition nor disposal.

14.4 Inheritance tax As of 1 January 2014, the inheritance tax ceased in Norway. Hence, transfer of shares is not subject to inheritance tax. However the receiver of the shares is taxed in the same manner as transferor on disposal of shares.

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15. LEGAL MATTERS

15.1 Disputes – actual and potential disputes The Company is and will in the future be involved in disputes and potentially legal proceedings in the course of its regular business operations.

In connection with the insolvency process of Blom Sistemas Geoespaciales S.L.U., the former subsidiary of the Company in Spain, the Company has reached a settlement agreement with the insolvency administrator and the former employees of Blom Sistemas Geoespaciales S.L.U. (see Section 10.3.2).

Except as described above, neither the Company and/or the Group is, or has been, involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), as of the date of this Prospectus, and for the preceding 12 months, which may have, or have had in recent past significant negative effects on the Company’s and/or the Group’s financial position or profitability.

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16. SELLING AND TRANSFER RESTRICTIONS

16.1 General The grant of Subscription Rights and issue of Offer Shares upon exercise of Subscription Rights and the offer of unsubscribed Offer Shares to persons resident in, or who are citizens of countries other than Norway, may be affected by the laws of the relevant jurisdiction. Eligible Shareholders should consult their professional advisers as to whether they require any governmental or other consent or need to observe any other formalities to enable them to exercise Subscription Rights or subscribe for Offer Shares.

The Company does not intend to take any action to permit a public offering of the Offer Shares in any jurisdiction other than Norway. Receipt of this Prospectus will not constitute an offer in those jurisdictions in which it would be illegal to make an offer and, in those circumstances, this Prospectus is for information only and should not be copied or redistributed. Except as otherwise disclosed in this Prospectus, if an Eligible Shareholder receives a copy of this Prospectus in any territory other than Norway, the Eligible Shareholder may not treat this Prospectus as constituting an invitation or offer to it, nor should the Eligible Shareholder in any event deal in the Offer Shares, unless, in the relevant jurisdiction, such an invitation or offer could lawfully be made to that Eligible Shareholder, or the Offer Shares could lawfully be dealt in without contravention of any unfulfilled registration or other legal requirements. Accordingly, if an Eligible Shareholder receives a copy of this Prospectus, the Eligible Shareholder should not distribute or send the same, or Offer Shares to any person or in or into any jurisdiction where to do so would or might contravene local securities laws or regulations. If the Eligible Shareholder forwards this Prospectus into any such territories (whether under a contractual or legal obligation or otherwise), the Eligible Shareholder should direct the recipient’s attention to the contents of this Section 16.1.

Except as otherwise noted in this Prospectus and subject to certain exceptions: (i) the Offer Shares being granted or offered, respectively, in the Subsequent Offering may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into, Member States of the EEA that have not implemented the Prospectus Directive, Australia, Canada, Hong Kong, Japan, the United States or any other jurisdiction in which it would not be permissible to offer the Offer Shares (the “Ineligible Jurisdictions”); (ii) this Prospectus may not be sent to any person in any Ineligible Jurisdiction; and (iii) the crediting of Subscription Rights to an account of an Ineligible Shareholder or other person in an Ineligible Jurisdiction or a citizen of an Ineligible Jurisdiction (referred to as “Ineligible Persons”) does not constitute an offer to such persons of the Offer Shares. Ineligible Persons may not exercise Subscription Rights.

If an Eligible Shareholder exercises Subscription Rights to obtain Offer Shares or trades or otherwise deals in the Offer Shares, that Eligible Shareholder will be deemed to have made or, in some cases, be required to make, the following representations and warranties to the Company and any person acting on the Company’s or its behalf:

(i) the Eligible Shareholder is not located in an Ineligible Jurisdiction; (ii) the Eligible Shareholder is not an Ineligible Person; (iii) the Eligible Shareholder is not acting, and has not acted, for the account or benefit of an Ineligible Person; (iv) the Eligible Shareholder is located outside the United States and any person for whose account or benefit it is acting on a non-discretionary basis is located outside the United States and, upon acquiring Offer Shares, the Eligible Shareholder and any such person will be located outside the United States; (v) the Eligible Shareholder understands that the Offer Shares have not been and will not be registered under the US Securities Act and may not be offered, sold, pledged, resold, granted, delivered, allocated, taken up or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, registration under the US Securities Act; and (vi) the Eligible Shareholder may lawfully be offered, take up, subscribe for and receive Subscription Rights and Offer Shares in the jurisdiction in which it resides or is currently located.

The Company and any persons acting on behalf of the Company, including the Manager, will rely upon the Eligible Shareholder’s representations and warranties. Any provision of false information or subsequent breach of these representations and warranties may subject the Eligible Shareholder to liability.

If a person is acting on behalf of a holder of Subscription Rights (including, without limitation, as a nominee, custodian or trustee), that person will be required to provide the foregoing representations and warranties to the Company with respect to the exercise of Subscription Rights on behalf of the holder. If such person cannot or is unable to provide the foregoing representations and warranties, the Company will not be bound to authorize the allocation of any of the Subscription Rights and Offer Shares to that person or the person on whose behalf the other is acting. Subject to the specific restrictions described below, if an Eligible Shareholder (including, without limitation, its nominees and trustees) is outside Norway and wishes to exercise or otherwise deal in or subscribe for Subscription Rights and/or Offer Shares, the Eligible Shareholder must satisfy itself as to full observance of

93 Prospectus – NRC Group ASA the applicable laws of any relevant territory including obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such territories.

The information set out in this Section 16.1 is intended as a general overview only. If the Eligible Shareholder is in any doubt as to whether it is eligible to trade Subscription Rights or subscribe for, or purchase or sell, Offer Shares, that Eligible Shareholder should consult its professional adviser without delay.

Subscription Rights will initially be credited to financial intermediaries for the accounts of shareholders who hold Shares registered through a financial intermediary on the Record Date. Subject to certain exceptions, financial intermediaries, which include brokers, custodians and nominees, may not exercise any Subscription Rights on behalf of any person in the Ineligible Jurisdictions or any Ineligible Persons and may be required in connection with any exercise of Subscription Rights to provide certifications to that effect.

Subject to certain exceptions, financial intermediaries are not permitted to send this Prospectus or any other information about the Subsequent Offering in or into any Ineligible Jurisdiction or to any Ineligible Persons. Subject to certain exceptions, exercise instructions or certifications sent from or postmarked in any Ineligible Jurisdiction will be deemed to be invalid and Offer Shares will not be delivered to an addressee in any Ineligible Jurisdiction. The Company reserves the right to reject any exercise (or revocation of such exercise) in the name of any person who provides an address in an Ineligible Jurisdiction for acceptance, revocation of exercise or delivery of such Subscription Rights and Offer Shares, who is unable to represent or warrant that such person is not in an Ineligible Jurisdiction and is not an Ineligible Person, who is acting on a non-discretionary basis for such persons, or who appears to the Company or its agents to have executed its exercise instructions or certifications in, or dispatched them from, an Ineligible Jurisdiction. Furthermore, the Company reserves the right, with sole and absolute discretion, to treat as invalid any exercise or purported exercise of Subscription Rights which appears to have been executed, effected or dispatched in a manner that may involve a breach or violation of the laws or regulations of any jurisdiction.

Notwithstanding any other provision of this Prospectus, the Company reserves the right to permit a holder to exercise its Subscription Rights if the Company, at its absolute discretion, is satisfied that the transaction in question is exempt from or not subject to the laws or regulations giving rise to the restrictions in question. Applicable exemptions in certain jurisdictions are described further below. In any such case, the Company does not accept any liability for any actions that a holder takes or for any consequences that it may suffer as a result of the Company accepting the holder’s exercise of Subscription Rights.

No action has been or will be taken by the Manager to permit the possession of this Prospectus (or any other offering or publicity materials or application or subscription form(s) relating to the Subsequent Offering) in any jurisdiction where such distribution may lead to a breach of any law or regulatory requirement.

Neither the Company nor the Manager, nor any of their respective representatives, is making any representation to any offeree, subscriber or recipient of Subscription Rights and/or Offer Shares regarding the legality of an investment in the Offer Shares by such offeree, subscriber or purchaser under the laws applicable to such offeree, subscriber or recipient. Each Eligible Shareholder should consult its own advisers before subscribing for Offer Shares or purchasing Offer Shares. Eligible Shareholders are required to make their independent assessment of the legal, tax, business, financial and other consequences of a subscription for Offer Shares.

A further description of certain restrictions in relation to the Offer Shares in certain jurisdictions is set out below.

16.2 United States The Offer Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, transferred or delivered, directly or indirectly, within the United States. There will be no public offer of the Offer Shares in the United States. A notification of exercise of Subscription Rights and subscription of Offer Shares in contravention of the above may be deemed to be invalid.

The Offer Shares are being offered and sold outside the United States in reliance on Regulation S under the US Securities Act. Any offering of the Offer Shares by the Company to be made in the United States will be made only to a limited number of “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) pursuant to an exemption from registration under the U.S. Securities Act who have executed and returned an U.S. investor letter to the Company prior to exercising their Subscription Rights. Prospective recipients are hereby notified that sellers of the Offer Shares may be relying on an exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A.

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Accordingly, this document will not be sent to any shareholder with a registered address in the United States. In addition, the Company and the Managers reserve the right to reject any instruction sent by or on behalf of any account holder with a registered address in the United States in respect of the Subscription Rights and/or the Offer Shares.

Until 40 days after the commencement of the Subsequent Offering, any offer or sale of the Offer Shares within the United States by any dealer (whether or not participating in the Subsequent Offering) may violate the registration requirements of the US Securities Act.

The Offer Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Offer Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offense in the United States.

Each person to which Offer Shares are distributed, offered or sold in the United States, by accepting delivery of this Prospectus or by its subscription for Offer Shares, will be deemed to have represented and agreed, on its behalf and on behalf of any Eligible Shareholder accounts for which it is subscribing for Offer Shares, as the case may be, that:

(i) it is a “qualified institutional buyer” as defined in Rule 144A under the U.S. Securities Act, and that it has executed and returned an Eligible Shareholder letter to the Company prior to exercising their Subscription Rights; and

(ii) the Offer Shares have not been offered to it by the Company by means of any form of “general solicitation” or “general advertising” (within the meaning of Regulation D under the U.S. Securities Act).

Each person to which Offer Shares are distributed, offered or sold outside the United States will be deemed, by its subscription for Offer Shares or purchase of Offer Shares, to have represented and agreed, on its behalf and on behalf of any Eligible Shareholder accounts for which it is subscribing for Offer Shares or Offer Shares, as the case may be, that:

(i) it is acquiring the Offer Shares from the Company or the Managers in an “offshore transaction” as defined in Regulation S under the US Securities Act; and (ii) the Offer Shares have not been offered to it by the Company or the Underwriters by means of any “directed selling efforts” as defined in Regulation S under the US Securities Act.

16.3 EEA selling restrictions In relation to each Member State of the EEA other than Norway, which has implemented the Prospectus Directive (each a “Relevant Member State”), with effect from and including the relevant implementation date, an offer to the public of any Offer Shares which are the subject of the Subsequent Offering contemplated by this Prospectus may not be made in that Relevant Member State, other than the Subsequent Offering in Norway as described in this Prospectus, once the Prospectus has been prepared and published in accordance with the Prospectus Directive as implemented in Norway, except that an offer to the public in that Relevant Member State of any Offer Shares may be made at any time with effect from and including the relevant implementation date under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(i) to legal entities which are qualified investors as defined in the Prospectus Directive; (ii) to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the Managers for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of Offer Shares shall require the Company or any Manager to publish a Prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any Offer Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Offer Shares to be offered so as to enable an Eligible Shareholder to decide to subscribe for any Offer Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC

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(and amendments thereto to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State.

The EEA selling restriction is in addition to any other selling restrictions set out in this Prospectus.

16.4 Notice to Australian Eligible Shareholders This Prospectus is not a disclosure document under Chapter 6D of the Corporations Act 2001 (Cth) (the “Australian Corporations Act”), has not been lodged with the Australian Securities and Investments Commission and does not purport to include the information required of a disclosure document under Chapter 6D of the Australian Corporations Act.

Accordingly:

a) the offer of the Offer Shares in Australia may only be made to persons who are “sophisticated Eligible Shareholders” (within the meaning of section 708(8) of the Australian Corporations Act) or to “professional Eligible Shareholders” (within the meaning of section 708(11) of the Australian Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708(8) of the Australian Corporations Act, so that it is lawful to offer, or invite applications for, the Subscription Rights and Offer Shares without disclosure to persons under Chapter 6D of the Australian Corporations Act; and b) this Prospectus may only be made available in Australia to persons as set forth in clause (a) above.

If you acquire Offer Shares, then you (i) represent and warrant that you are a person to whom an offer of securities can be made without a disclosure document in accordance with subsections 708(8) or (11) of the Australian Corporations Act and (ii) agree not to sell or offer for sale any Offer Shares in Australia within 12 months after their issue to the offeree or invitee under this Prospectus, except in circumstances where disclosure to Eligible Shareholders under Chapter 6D would not be required under the Australian Corporations Act.

No person receiving a copy of this Prospectus and/or receiving a credit of Subscription Rights to an account in VPS with a bank or financial institution in Australia may treat the same as constituting an invitation or offer to such person.

16.5 Notice to Canadian Eligible Shareholders The Offer Shares have not been and will not be qualified by a prospectus for sale to the public in Canada under applicable Canadian securities laws, and accordingly, any offer or sale of Offer Shares in Canada must be made pursuant to an exemption from the applicable prospectus and registration requirements, and otherwise in compliance with applicable Canadian laws.

16.6 Notice to Hong Kong Eligible Shareholders The contents of this Prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Subsequent Offering. If you are in any doubt regarding any of the contents of this Prospectus, you should obtain independent professional advice. This Prospectus does not constitute an offer or sale in Hong Kong of the Offer Shares and no person may offer or sell in Hong Kong, by means of this Prospectus other than to (a) professional Eligible Shareholders within the meaning of Part I of Schedule 1 to the Securities and Futures Ordinance of Hong Kong (Cap. 571) (“SFO”) and any rules made under the SFO (“professional Eligible Shareholders”) or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance of Hong Kong (Cap. 32) (“CO”) or which do not constitute an offer or invitation to the public for the purposes of the CO or the SFO. No person shall issue or possess for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to Offer Shares which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to those Offer Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to such professional Eligible Shareholders.

Existing shareholders agree not to offer or sell in Hong Kong any Offer Shares other than (a) to professional Eligible Shareholders; or (b) in other circumstances which do not result in the document offering for sale the Offer Shares being a “prospectus” as defined in the CO or which do not constitute an offer to the public within the meaning of the CO or the SFO. Existing shareholders also agree not to issue or have in their possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Offer Shares, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Offer Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to professional Eligible Shareholders.

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16.7 Notice to Japanese Eligible Shareholders The Subsequent Offering hereby has not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the “Financial Instruments and Exchange Law”). Accordingly, each Underwriter has represented, warranted and agreed that the Offer Shares to which it each subscribes will be subscribed by it as principal and that, in connection with the offering made hereby, it will not, directly or indirectly, offer or sell any Offer Shares in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and other relevant laws and regulations of Japan.

16.8 Notice to Swiss Eligible Shareholders This Prospectus is not being publicly distributed in Switzerland. Each copy of this document is addressed to a specifically named recipient and may not be passed on to third parties. The Offer Shares are not being offered to the public in or from Switzerland, and neither this document, nor any other offering material in relation to the Offer Shares may be distributed in connection with any such public offering.

97 Prospectus – NRC Group ASA

17. ADDITIONAL INFORMATION

17.1 Documents on display For the life of this Prospectus the following documents (and copies thereof) are available for inspection at the Company’s offices and can be downloaded from the Company’s web page www.nrcgroup.no:

• Articles of Association of the Company • All reports, letters and other documents, historical financial information, valuations and statements prepared by any expert at the issuer’s request any part of which is included or referred to in the registration document; • Historical financial information for the Group’s annual accounts for 2012, 2013 and 2014; • Historical financial information for the Group’s quarterly accounts for the period ending 30 September 2015 and 2014; • Historical financial information for the Company’s subsidiaries for the last two financial years; and • Stock exchange notices, including quarterly reports, distributed by the Company through Oslo Stock Exchange’ information system NewsWeb.

17.2 Incorporation by reference The information incorporated by reference in this Prospectus shall be read in connection with the cross-reference list as set out in the table below except as provided in this Section, no other information is incorporated by reference into this Prospectus.

Section in the Disclosure Reference document and link Page (P) in Prospectus requirements of the reference Prospectus document1 Section 10 Audited historical Financial Statement 2014: P 25-75 financial information http://www.nrcgroup.no/wp-content/uploads/2015/08/Annual- (Annex I, section 20.1) Report-2014.pdf

Financial Statement 2013: P 27-93 http://www.nrcgroup.no/wp-content/uploads/2015/08/Annual- Report-2013.pdf

Financial Statement 2012: P 33-100 http://www.nrcgroup.no/wp-content/uploads/2015/08/Annual- Report-2012.pdf Section 10 Audit report Auditor’s Report 2014: P 76-77 (Annex I, http://www.nrcgroup.no/wp-content/uploads/2015/08/Annual- section 20.4.1) Report-2014.pdf

Auditor’s Report 2013: P 94-95 http://www.nrcgroup.no/wp-content/uploads/2015/08/Annual- Report-2013.pdf

Auditor’s Report 2012: P 102-103 http://www.nrcgroup.no/wp-content/uploads/2015/08/Annual- Report-2012.pdf

Section 10 Accounting principles Accounting principles: P 32-36 (Annex I, section 20.1 http://www.nrcgroup.no/wp-content/uploads/2015/08/Annual- Report-2014.pdf

Section 10 Interim Financial Interim Report Q3 2015 (with comparable figures for Q3 2014): P 1-19 Information http://www.nrcgroup.no/wp- (Annex I, content/uploads/2015/08/2015_NRC_Group_ASA-Report_-Q3.pdf section 20.6.1) Section 11 Sources of pro forma Audited financial statement for 2014 for Nordic Railway P 109-128 financial information Construction Holding AS: (Annex II, section 3) http://www.nrcgroup.no/wp-content/uploads/2015/08/NRC-Group- ASA-Prospectus-2015-08.pdf

Audited financial statement for 2014 for Svensk Järnvägsteknik P 129-148 AB: http://www.nrcgroup.no/wp-content/uploads/2015/08/NRC-Group- ASA-Prospectus-2015-08.pdf

Section 13.14 The Articles of Association: - http://www.nrcgroup.no/wp-content/uploads/2015/11/Vedtekter- NRC-Group-ASA-november-2015.pdf

1 The original page number as stated in the reference document. Where only parts of a document have been referenced to, the non- incorporated parts are either not relevant for the investor or covered elsewhere in the Prospectus.

98 Prospectus – NRC Group ASA

18. DEFINITIONS AND GLOSSARY OF TERMS

Anti-Money Laundering Legislation ..... The Norwegian Money Laundering Act No. 11 of 6 March 2009 and the Norwegian Money Laundering Regulations No. 302 of 13 March 2009 Articles of Association ...... The Company’s articles of association BEST ...... Track, electrical, signal and telecom systems NRC Group ASA or the Company ...... NRC Group ASA CEO ...... Chief Executive Officer CFO ...... Chief Financial Officer Consideration Shares ...... The 2,480,250 Shares in the Company issued as contribution in connection with the acquisition of Segermo Corporate Governance Code ...... Norwegian Code of Practice for Corporate Governance of 30 October 2014 EBIT ...... Earnings Before Interest and Tax EBITDA ...... Earnings Before Interest, Tax, Depreciation and Amortisation Elektrobyggnad ...... Elektrobyggnad Sverige AB Eligible Shareholders ...... Holders of the Company’s shares as of 9 November 2015, as registered in the Norwegian Securities Depository as of 11 November 2015 who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action and who were not allocated Shares in the Private Placement EPS ...... Earnings per share EU/EEA ...... The European Union / European Economic Area EUR, GBP, NOK, SEK, USD ...... The lawful currencies of the European Union, United Kingdom, Norway, Sweden and Unites States of America Executive Management ...... The executive management team of the Company Foreign Corporate EEA Shareholders ... Foreign Shareholders who are corporations tax-resident within the EEA Foreign Personal EEA Shareholders ..... Foreign Shareholders who are individuals tax-resident within the EEA for tax purposes Foreign Shareholders ...... Shareholders that are not resident in Norway for Norwegian tax purposes Forward-looking statements ...... Statements regarding future developments, including, without limitation, projections and expectations regarding the Company’s future financial position, business strategy, plans and objectives, all of which are based on information available to the Company, and views and assessment of the Company, as of the date of this Prospectus. FRONTEX ...... Frontières extérieures. Judicial name: European Agency for the Management of Operational Cooperation at the External Borders of the Member States of the European Union GIS ...... Geographical Information Systems Group ...... The Company together with its subsidiaries IFRS ...... International Financial Reporting Standards Ineligible Jurisdiction ...... Jurisdictions where the Prospectus may not be distributed and/or with legislation that, according to the Company’s assessment, prohibits or otherwise restricts subscription for Offer Shares Ineligible Shareholders ...... Shareholders resident in Ineligible Jurisdictions ISIN ...... International Securities Identification Number LIDAR ...... Light Detection And Ranging technology Litz ...... Litz Entreprenad AB Managers ...... Arctic Securities AS, Carnegie AS and DNB Markets, a part of DNB Bank ASA NIBOR ...... Norwegian Inter Bank Offered Rate Norwegian Corporate Shareholders ...... Shareholders that are limited liability companies, equities funds, savings banks, mutual insurance companies or similar entities tax-resident in Norway Norwegian Personal Shareholders ...... Shareholders who are individuals tax-resident in Norway NRC Group or the Group ...... The Company with its consolidated subsidiaries (previously Blom ASA) NRC Rail Group...... NRC Rail Group AS (previously Nordic Railway Construction Holding AS) NRC Rail Norge ...... NRC Rail Norge AS (previously Team Bane AS) Offer Shares ...... The shares to be issued in the Subsequent Offering Private Placement ...... The Private Placement of 4,375,000 new Shares and sale of 250,000 treasury shares conducted on 9 November 2015 Private Placement Shares ...... The shares issued in the Private Placement Prospectus ...... This Prospectus dated 4 December 2015 Public Limited Companies Act ...... The Norwegian Public Limited Liability Companies Act of 13 June 1997 No. 45 (as amended) Record Date ...... 11 November 2015 Securities Trading Act ...... The Norwegian Securities Trading Act of 29 June 2007 No. 75 (as amended) Segermo ...... Segermo Entreprenad Aktiebolag Shares ...... The existing shares of the Company Subscription Period ...... From 7 December 2015 to 18 December 2015 at 16:30 CET Subscription Price ...... NOK 40 Subscription Rights ...... Subscription rights granted to Eligible Shareholders Subsequent Offering ...... The offering of up to 375,000 Offer Shares directed towards Eligible Shareholders SJT ...... Svensk Järnvägsteknik AB VPS ...... The Norwegian Central Securities Depository or “Verdipapirsentralen”

99 Prospectus – NRC Group ASA

APPENDIX 1. THE SUBSCRIPTION FORM

NRC GROUP ASA SUBSCRIPTION FORM SUBSEQUENT OFFERING Securities no. ISIN NO 000 3679102

General information: The terms and conditions of the subsequent repair offering (the “Subsequent Offering”) of up to 375,000 new shares (the “Offer Shares”) in NRC Group ASA (the “Company”, together with subsidiaries the “Group”) are set out in the prospectus dated 4 December 2015 (the “Prospectus”). Terms defined in the Prospectus shall have the same meaning in this Subscription Form. The notice of, and minutes from, the extraordinary general meeting held on 2 December 2015 (with appendices), the Company’s articles of association and annual accounts and annual reports for the last three years are available at the Company’s registered office address, Drammensveien 165, NO-0212 Oslo, Norway or website, www.nrcgroup.no. All announcements referred to in this Subscription Form will be made through the Oslo Stock Exchange’s information system under the Company’s ticker “NRC”. This Application Form may only be distributed together with the Prospectus. Subscription procedures: The subscription period is from 09.00 hours (CET) on 7 December 2015 to 16:30 hours (CET) on 18 December 2015 (the “Subscription Period”). Correctly completed Subscription Forms must be received by the Managers before the end of the Subscription Period at one of the the following addresses: Arctic Securities AS, Haakon VII’s gate 5, PO Box N-1833 Vika, 0123 Oslo, Norway Fax: +47 21 01 31 36, e-mail: [email protected]; Carnegie AS, P.O. Box 684 Sentrum, N-0106 Oslo, Norway, fax +47 22 00 99 60, e-mail: [email protected] or DNB Markets, Registrars Department, Dronning Eufemias gate 30, P.O. Box 1600 Sentrum, N-0021 Oslo, Norway, e-mail: [email protected], (the “Subscription Offices”). The subscriber is responsible for the correctness of the information filled in on the Subscription Form. Subscription Forms that are incomplete or incorrectly completed, or that are received after the end of the Subscription Period, and any subscription that may be unlawful, may be disregarded, at the discretion of the Managers on behalf of the Company. Subscribers who are residents of Norway with a Norwegian personal identification number may also subscribe for Offer Shares through the VPS online subscription system by following the link on any of the following websites: www.arcticsec.no, www.carnegie.no or www.dnb.no/emisjoner. Subscriptions made through the VPS online subscription system must be duly registered before the expiry of the Subscription Period. Neither the Company nor the Managers may be held responsible for postal delays, unavailable fax lines, internet lines or servers or other logistical or technical problems that may result in subscriptions not being received in time or at all by the Subscription Offices. Subscriptions are irrevocable and binding upon receipt and cannot be withdrawn, cancelled or modified by the subscriber after having been received by the Subscription Offices, or in the case of subscriptions through the VPS online subscription system, upon registration of the subscription. Subscription Price: The Subscription Price in the Subsequent Offering is NOK 40.00 per Offer Share. Subscription Rights: Shareholders of the Company as at the end of 9 November 2015, as registered in the VPS as at 11 November 2015 (the “Record Date”), are granted non-tradable Subscription Rights giving a preferential right to subscribe for, and be allocated, the Offer Shares. Each Shareholder is granted 0.0639 Subscription Rights per Share registered as held as at the Record Date. The number of Subscription Rights issued to each Shareholder will be rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Offer Share in the Subsequent Offering. Over-subscription and subscription without Subscription Rights is permitted. The Subscription Rights will not be transferable. Subscription Rights not used to subscribe for Offer Shares before the end of the Subscription Period will lapse without compensation to the holder, and, consequently, will be of no value from that point in time. Allocation of Offer Shares: The Offer Shares will be allocated to the subscribers based on the allocation criteria’s set out in the Prospectus. The Company will not allocate fractional Offer Shares. Allocation of fewer Offer Shares than subscribed for does not impact on the subscriber’s obligation to pay for the Offer Shares allocated. Notification of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber is expected to be distributed in a letter from the Managers on or about 22 December 2015. Subscribers who have access to investor services through an institution that operates the subscriber’s VPS account should be able to see how many Offer Shares they have been allocated from 12:00 hours (CET) on or about 22 December 2015. Payment: In completing this Subscription Form, or registering a subscription through the VPS online subscription system, the subscriber authorises the Managers to debit the subscriber’s Norwegian bank account for the total subscription amount payable for the Offer Shares allocated to the subscriber. Accounts will be debited on or about 28 December 2015 (the “Payment Date”), and there must be sufficient funds in the stated bank account from and including the date falling two banking days prior to the Payment Date. Subscribers who do not have a Norwegian bank account must ensure that payment for the allocated Offer Shares is made on or before the Payment Date. Details and instructions can be obtained by contacting the Managers (Arctic Securities AS, Telephone: +47 21 01 31 00; Carnegie AS, telephone: +47 22 00 93 60 or DNB Markets, telephone: +47 23 26 81 01). The Managers are only authorized to debit each account once, but reserves the right (but has no obligation) to make up to three debit attempts for up to seven working days after the Payment Date if there are insufficient funds on the account on the Payment Date. Should any subscriber have insufficient funds in its account, should payment be delayed for any reason, if it is not possible to debit the account or if payments for any other reasons are not made when due, overdue interest will accrue and other terms will apply as set out under the heading “Overdue and missing payments” below.

PLEASE SEE PAGE 2 OF THIS SUBSCRIPTION FORM FOR OTHER PROVISIONS THAT ALSO APPLY TO THE SUBSCRIPTION

DETAILS OF THE SUBSCRIPTION Subscriber’s VPS account: Number of Subscription Rights: Number of Offer Shares subscribed (For broker: consecutive no.): (incl. over-subscription):

SUBSCRIPTION RIGHT’S SECURITIES NUMBER: ISIN NO 000 3679102 Subscription Price per Offer Share: Subscription amount to be paid:

NOK 40.00 NOK

IRREVOCABLE AUTHORIZATION TO DEBIT ACCOUNT (MUST BE COMPLETED BY SUBSCRIBERS WITH A NORWEGIAN BANK ACCOUNT) Norwegian bank account to be debited for the payment for Offer Shares allocated (number of Offer Shares allocated x NOK 40.00). (Norwegian bank account no.)

I/we hereby irrevocably (i) subscribe for the number of Offer Shares specified above subject to the terms and conditions set out in this Subscription Form and in the Prospectus, (ii) authorize and instruct the Managers (or someone appointed by it acting jointly or severally) to take all actions required to transfer such Offer Shares allocate to me/us to the VPS Registrar and ensure delivery of the beneficial interests to such Offer Shares to me/us in the VPS, on my/our behalf, (iii) authorize the Managers to debit my/our bank account as set out in this Subscription Form for the amount payable for the Offer Shares allotted to me/us, and (iv) confirm and warrant to have read the Prospectus and that I/we are eligible to subscribe for Offer Shares under the terms set forth therein.

Place and date Binding signature Must be dated in the Subscription Period. The subscriber must have legal capacity. When signed on behalf of a company or pursuant to an authorization, documentation in the form of a company certificate or power of attorney must be enclosed.

INFORMATION ON THE SUBSCRIBER – ALL FIELDS MUST BE COMPLETED First name

Surname/company

Street address

Post code/district/ country Personal ID number/ organization number Nationality

E-mail address

Daytime telephone number

ADDITIONAL GUIDELINES FOR THE SUBSCRIBER

Regulatory issues: In accordance with the Markets in Financial Instruments Directive of the European Union, Norwegian law imposes requirements in relation to business investments. In this respect, the Managers must categorize all new clients in one of three categories: eligible counterparties, professional clients and non-professional clients. All subscribers in the Subsequent Offering who are not existing clients of the Managers will be categorized as non- professional clients. Subscribers can, by written request to the Managers, ask to be categorized as a professional client if the subscriber fulfils the applicable requirements of the Securities Trading Act. For further information about the categorization, the subscriber may contact the Managers (Arctic Securities AS, Haakon VII’s gate 5, PO Box N-1833 Vika, 0123 Oslo, Norway; Carnegie AS, P.O. Box 684 Sentrum, N-0106 Oslo, Norway or DNB Markets, KSC - Customer Administration, P.O. Box 7100, N-5020 Bergen, Norway or www.dnb.no/en/mifid). The subscriber represents that he/she/it is capable of evaluating the merits and risks of a decision to invest in the Company by subscribing for Offer Shares, and is able to bear the economic risk, and to withstand a complete loss, of an investment in the Offer Shares.

Selling Restrictions: The attention of persons, who wish to subscribe for Offer Shares, is drawn to Section 16 “Selling and transfer restrictions” of the Prospectus. The Company is not taking any action to permit a public offering of the Subscription Rights or the Offer Shares (pursuant to the exercise of the Subscription Rights or otherwise) in any jurisdiction other than Norway. Receipt of the Prospectus will not constitute an offer in those jurisdictions in which it would be illegal to make an offer and, in those circumstances, the Prospectus is for information only and should not be copied or redistributed. Persons outside Norway should consult their professional advisors as to whether they require any governmental or other consent or need to observe any other formalities to enable them to subscribe for Offer Shares or sell or purchase Subscription Rights. It is the responsibility of any person wishing to subscribe for Offer Shares, or sell or purchase Subscription Rights, to satisfy himself as to the full observance of the laws of any relevant jurisdiction in connection therewith, including obtaining any governmental or other consent which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such territories. The Subscription Rights and Offer Shares have not been registered, and will not be registered, under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered, sold, taken up, exercised, resold, delivered or transferred, directly or indirectly, within the United States, except pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. The Subscription Rights and Offer Shares have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and may not be offered, sold, taken up, exercised, resold, delivered or transferred, directly or indirectly, in or into Australia, Canada or Japan. This Subscription Form does not constitute an offer to sell or a solicitation of an offer to buy Offer Shares or Subscription Rights in any jurisdiction in which such offer or solicitation is unlawful. A notification of exercise of Subscription Rights and subscription of Offer Shares in contravention of the above restrictions may be deemed to be invalid. By subscribing for the Offer Shares, persons effecting subscriptions will be deemed to have represented to the Company that they, and the persons on whose behalf they are subscribing for the Offer Shares, have complied with the above selling restrictions.

Execution Only: The Managers will treat the Subscription Form as an execution-only instruction. The Managers are not required to determine whether an investment in the Offer Shares is appropriate or not for the subscriber. Hence, the subscriber will not benefit from the protection of the relevant conduct of business rules in accordance with the Securities Trading Act.

Information exchange: The subscriber acknowledges that, under the Securities Trading Act and the Norwegian Commercial Banks Act and foreign legislation applicable to the Managers, there is a duty of secrecy between the different units of the Managers as well as between the Managers and the other entities in the Managers’ group. This may entail that other employees of the Managers or the Managers’ group may have information that may be relevant to the subscriber and to the assessment of the Offer Shares, but which the Managers will not have access to in their capacity as Managers for the Subsequent Offering.

Information barriers: The Managers are securities firms that offer a broad range of investment services. In order to ensure that assignments undertaken in the Managers’ corporate finance department are kept confidential, the Managers’ other activities, including analysis and stock broking, are separated from the Managers’ corporate finance department by information walls. Consequently the subscriber acknowledges that the Managers’ analysis and stock broking activity may conflict with the subscriber’s interests with regard to transactions in the Shares, including the Offer Shares, or the Subscription Rights.

VPS account and mandatory anti-money laundering procedures: The Offering is subject to the Norwegian Money Laundering Act of 6 March 2009 No. 11 and the Norwegian Money Laundering Regulations of 13 March 2009 No. 302 (collectively, the “Anti-Money Laundering Legislation”). Subscribers who are not registered as existing customers of the Managers must verify their identity to the Managers in accordance with requirements of the Anti- Money Laundering Legislation, unless an exemption is available. Subscribers who have designated an existing Norwegian bank account and an existing VPS account on the Subscription Form are exempted, unless verification of identity is requested by the Managers. Subscribers who have not completed the required verification of identity prior to the expiry of the Subscription Period will not be allocated Offer Shares. Participation in the Subsequent Offering is conditional upon the subscriber holding a VPS account. The VPS account number must be stated in the subscription form. VPS accounts can be established with authorized VPS registrars, who can be Norwegian banks, authorized securities brokers in Norway and Norwegian branches of credit institutions established within the EEA. Establishment of a VPS account requires verification of identity to the VPS registrar in accordance with the Anti-Money Laundering Legislation. However, non-Norwegian investors may use nominee VPS accounts registered in the name of a nominee. The nominee must be authorized by the Financial Supervisory Authority of Norway.

Terms and conditions for payment by direct debiting - securities trading: Payment by direct debiting is a service the banks in Norway provide in cooperation. In the relationship between the payer and the payer’s bank the following standard terms and conditions apply:

a) The service “Payment by direct debiting – securities trading” is supplemented by the account agreement between the payer and the payer’s bank, in particular Section C of the account agreement, General terms and conditions for deposit and payment instructions.

b) Costs related to the use of “Payment by direct debiting – securities trading” appear from the bank’s prevailing price list, account information and/or information given in another appropriate manner. The bank will charge the indicated account for costs incurred.

c) The authorization for direct debiting is signed by the payer and delivered to the beneficiary. The beneficiary will deliver the instructions to its bank that in turn will charge the payer’s bank account.

d) In case of withdrawal of the authorization for direct debiting the payer shall address this issue with the beneficiary. Pursuant to the Norwegian Financial Contracts Act the payer’s bank shall assist if the payer withdraws a payment instruction that has not been completed. Such withdrawal may be regarded as a breach of the agreement between the payer and the beneficiary.

e) The payer cannot authorize payment of a higher amount than the funds available on the payer’s account at the time of payment. The payer’s bank will normally perform a verification of available funds prior to the account being charged. If the account has been charged with an amount higher than the funds available, the difference shall immediately be covered by the payer.

f) The payer’s account will be charged on the indicated date of payment. If the date of payment has not been indicated in the authorization for direct debiting, the account will be charged as soon as possible after the beneficiary has delivered the instructions to its bank. The charge will not, however, take place after the authorization has expired as indicated above. Payment will normally be credited the beneficiary’s account between one and three working days after the indicated date of payment/delivery.

g) If the payer’s account is wrongfully charged after direct debiting, the payer’s right to repayment of the charged amount will be governed by the account agreement and the Norwegian Financial Contracts Act.

Overdue and missing payments: Overdue payments will be charged with interest at the applicable rate under the Norwegian Act on Interest on Overdue Payment of 17 December 1976 No. 100; 9.00% per annum as at the date of the Prospectus. If the subscriber fails to comply with the terms of payment or should payments not be made when due, the subscriber will remain liable for payment of the Offer Shares allocated to it and the Offer Shares allocated to such subscriber will not be delivered to the subscriber. In such case the Company and the Managers reserve the right to, at any time and at the risk and cost of the subscriber, re-allot, cancel or reduce the subscription and the allocation of the allocated Offer Shares, or, if payment has not been received by the third day after the Payment Date, without further notice sell, assume ownership to or otherwise dispose of the allocated Offer Shares in accordance with applicable law. If Offer Shares are sold on behalf of the subscriber, such sale will be for the subscriber’s account and risk and the subscriber will be liable for any loss, costs, charges and expenses suffered or incurred by the Company and/or the Managers as a result of, or in connection with, such sales. The Company and/or the Managers may enforce payment for any amounts outstanding in accordance with applicable law.

Appendix 2: Report on the compilation of the unaudited pro forma financial information included in the Prospectus

Appendix 3: Financial information for Segermo Entreprenad Aktiebolag for the financial year 2014

Appendix 4: Financial information for Segermo Väst Aktiebolag for the financial year 2014

NRC Group ASA Drammensveien 165 0277 Oslo Norway

Phone: +47 22131920 Fax: +47 22131921 www.nrcgroup.no

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