MULTICONSULT ASA Initial Public Offering of up to 10,600,000 Shares

MULTICONSULT ASA

Initial public offering of up to 10,600,000 Shares with an indicative price range of NOK 75 to NOK 78 per Share

Listing of the Company's Shares on Oslo Børs

This Prospectus (the "Prospectus") has been prepared by Multiconsult ASA, a public limited liability company incorporated under the laws of Norway (the "Company" and together with its subsidiaries and affiliated companies "Multiconsult" or the "Group"), solely for use in connection with (i) the initial public offering of up to 10,600,000 shares of the Company (the "Offering") and (ii) the related listing of the Company's shares (the "Shares") on Oslo Børs (the "Listing"). The Shares included in the Offering (the "Offer Shares") are offered by Stiftelsen Multiconsult (the "Lead Selling Shareholder"), a financial foundation organised under the laws of Norway and certain other shareholders as listed and described in Section 11 "The selling shareholders" (collectively, the "Selling Shareholders"). The Company will not receive any of the proceeds from the Offer Shares sold by the Selling Shareholders. The Offering consists of: (i) a private placement to (a) investors in Norway, (b) institutional investors outside Norway and the United States of America (the "U.S." or the "United States"), subject to applicable exemptions from applicable prospectus requirements, and (c) "qualified institutional buyers" ("QIBs") in the United States as defined in, and in reliance on, Rule 144A ("Rule 144A") under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") (the "Institutional Offering"), and (ii) a retail offering to the public in Norway (the "Retail Offering"). All offers and sales outside the United States will be made in compliance with Regulation S under the U.S. Securities Act ("Regulation S"). In addition, the Lead Selling Shareholder has granted Arctic Securities AS ("Arctic" or the "Stabilisation Manager") an option to purchase up to 1,600,000 additional Shares (the "Additional Shares"), exercisable, in whole or in part, within a 30‐day period commencing at the time trading in the Shares commences on Oslo Børs to cover any over‐allotments made in connection with the Offering on the terms and subject to the conditions described in this Prospectus (the "Over‐Allotment Option"). Assuming the Over‐Allotment Option is exercised in full, the Offering will amount to 12,200,000 Shares. The price (the "Offer Price") at which the Offer Shares are expected to be sold is indicatively set to be between NOK 75 and NOK 78 per Offer Share (the "Indicative Price Range"). The Offer Price may be set within, below or above the Indicative Price Range. The Offer Price will be determined through a bookbuilding process and will be set by the Lead Selling Shareholder and the Company, in consultation with the Managers. See Section 17 "Terms of the Offering" for further information on how the Offer Price is set. The Offer Price, and the number of Offer Shares sold in the Offering, is expected to be announced through a stock exchange notice on or before 22 May 2015 at 07:30 hours (Central European Time, "CET"). The offer period for the Institutional Offering (the "Bookbuilding Period") will commence at 09:00 hours (CET) on 11 May 2015 and close at 14:00 hours (CET) on 21 May 2015. The application period for the Retail Offering (the "Application Period") will commence at 09:00 hours (CET) on 11 May 2015 and close at 12:00 hours (CET) on 21 May 2015. The Bookbuilding Period and the Application Period may, at the Lead Selling Shareholder’s and the Company’s sole discretion, in consultation with the Managers and for any reason, be shortened or extended beyond the set times. The Shares are registered in the Norwegian Central Securities Depository (the "VPS") in book‐entry form. All Shares rank pari passu with one another and will each carry one vote, provided however, that it is set forth in the Articles of Association of the Company that no shareholder (including such shareholder’s close associates) may vote for more than 25% of the Shares at the general meeting of the Company (as further described in Section 14.2 "Shareholder matters and Norwegian company and securities law—Voting rights"). Except where the context otherwise requires, references in this Prospectus to the Shares will be deemed to include the Offer Shares. The Offer Shares have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold except (i) within the United States to QIBs in reliance on Rule 144A or another applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act or (ii) to certain persons in offshore transactions in compliance with Regulation S under the U.S. Securities Act, and in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction. Transfer of the Offer Shares will be restricted and each purchaser of the Offer Shares in the United States will be required to make certain acknowledgements, representations and agreements, as described under Section 18 "Selling and transfer restrictions". Investing in the Offer Shares involves a high degree of risk. Prospective investors should read the entire Prospectus and, in particular, Section 2 "Risk factors" beginning on page 15 when considering an investment in the Company. Prior to the Offering, the Shares have not been publicly traded. On 6 May 2015, the board of directors of Oslo Børs approved the Company's listing application subject to certain conditions. Completion of the Offering is subject inter alia to the Company fulfilling all listing conditions set by Oslo Børs and the Lead Selling Shareholder and the Company, in consultation with the Managers, having approved the Offer Price and the allocation of the Offer Shares to eligible investors following the bookbuilding process. The due date for the payment of the Offer Shares is expected to be on or about 26 May 2015. Subject to timely payment, delivery of the Offer Shares is expected to take place on or about 27 May 2015. Trading in the Shares on Oslo Børs is expected to commence on or about 22 May 2015 under the ticker code "MULTI".

Joint Lead Managers and Joint Bookrunners

ABG Sundal Collier Norge ASA Arctic Securities AS

The date of this Prospectus is 8 May 2015

IMPORTANT INFORMATION This Prospectus has been prepared solely for use in connection with the Offering of the Offer Shares and Listing of the Shares on Oslo Børs. Please see Section 20 "Definitions and glossary" for definitions of terms used throughout this Prospectus. The Prospectus has been prepared to comply with the Norwegian Securities Trading Act of 29 June 2007 No. 75 (the "Norwegian Securities Trading Act") and related secondary legislation, including the Commission Regulation (EC) No. 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in Prospectuses, as amended, and as implemented in Norway (the "Prospectus Directive"). This Prospectus has been prepared solely in the English language. The Financial Supervisory Authority of Norway (the "Norwegian FSA") has reviewed and approved this Prospectus in accordance with Sections 7‐7 and 7‐8 of the Norwegian Securities Trading Act. The Norwegian FSA has not controlled or approved the accuracy or completeness of the information given in this Prospectus. The approval given by the Norwegian FSA only relates to the information included in accordance with pre‐defined disclosure requirements. The Norwegian FSA has not made any form of control or approval relating to corporate matters described or referred to in this Prospectus. ABG Sundal Collier Norge ASA ("ABG") and Arctic have been engaged by the Company as joint lead managers and joint bookrunners in the Offering (the "Managers"). No person is authorised to give information or to make any representation concerning the Group or in connection with the Offering or sale of the Offer Shares other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorised by the Company or the Managers or by any of the affiliates, advisors or selling agents of any of the foregoing. The distribution of this Prospectus and the offer and sale of the Offer Shares may be restricted by law in certain jurisdictions. This Prospectus does not constitute an offer of, or an invitation to purchase, any of the Offer Shares in any jurisdiction in which such offer or sale would be unlawful. No one has taken any action that would permit a public offering of the Shares to occur outside of Norway. Accordingly neither this Prospectus nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with applicable laws and regulations. Persons in possession of this Prospectus are required to inform themselves about, and to observe, any such restrictions. In addition, the Shares are subject to restrictions on transferability and resale in certain jurisdictions and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. For further information on the sale and transfer restrictions of the Offer Shares, see Section 18 "Selling and transfer restrictions". The information contained herein is current as at the date hereof and subject to change, completion and amendment without notice. In accordance with Section 7‐15 of the Norwegian Securities Trading Act, significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus, which are capable of affecting the assessment of the Offer Shares between the time of approval of this Prospectus by the Norwegian FSA and the Listing of the Offer Shares on Oslo Børs, will be included in a supplement to this Prospectus. Neither the publication nor distribution of this Prospectus, nor any sale of Offer Shares made hereunder, shall under any circumstances create any implication that there has been no change in the Group's affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus. In connection with the Offering, the Managers and any of their respective affiliates, acting as an investor for its own account, may take up Offer Shares in the Offering and in that capacity may retain, purchase or sell for its own account such securities and any Offer Shares or related investments and may offer or sell such Offer Shares or other investments otherwise than in connection with the Offering. Accordingly, references in the Prospectus to Offer Shares being offered or placed should be read as including any offering or placement of Offer Shares to the Managers or any of their respective affiliates acting in such capacity. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In making an investment decision, each investor must rely on their own examination, and analysis of, and enquiry into, the Group and the terms of the Offering, including the merits and risks involved. None of the Company, the Selling Shareholders or the Managers, or any of their respective representatives or advisers, is making any representation to any offeree or purchaser of the Offer Shares regarding the legality or suitability of an investment in the Offer Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of an investment in the Offer Shares. In the ordinary course of their businesses, the Managers and certain of their respective affiliates have engaged, and may continue to engage, in investment and commercial banking transactions with the Company and its subsidiaries. This Prospectus and the terms and conditions of the Offering as set out herein shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Offering or this Prospectus. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421‐B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421‐B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. NOTICE TO INVESTORS IN THE UNITED STATES Because of the following restrictions, prospective investors are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of the Shares. The Offer Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered, sold, pledged or otherwise transferred

within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. Accordingly, the Offer Shares will not be offered or sold within the United States, except in reliance on the exemption from the registration requirements of the U.S. Securities Act under Rule 144A. The Offer Shares will be offered outside the United States in compliance with Regulation S. Prospective purchasers are hereby notified that sellers of Offer Shares may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A under the U.S. Securities Act. See Section 18.2.1 "Selling and transfer restrictions—Selling restrictions—United States". Any Shares offered or sold in the United States will be subject to certain transfer restrictions as set forth under Section 18.3.1 "Selling and transfer restrictions—Transfer restrictions—United States". The securities offered hereby have not been recommended by any United States federal or state securities commission or regulatory authority. Further, the foregoing authorities have not passed upon the merits of the Offering or confirmed the accuracy or determined the adequacy of this Prospectus. Any representation to the contrary is a criminal offense under the laws of the United States. In the United States, this Prospectus is being furnished on a confidential basis solely for the purposes of enabling a prospective investor to consider purchasing the particular securities described herein. The information contained in this Prospectus has been provided by the Company and other sources identified herein. Distribution of this Prospectus to any person other than the offeree specified by the Managers or their representatives, and those persons, if any, retained to advise such offeree with respect thereto, is unauthorised and any disclosure of its contents, without prior written consent of the Company, is prohibited. This Prospectus is personal to each offeree and does not constitute an offer to any other person or to the public generally to purchase Offer Shares or subscribe for or otherwise acquire any Shares. NOTICE TO UNITED KINGDOM INVESTORS This Prospectus is only being distributed to and is only directed at (i) persons who are outside the United Kingdom (the "UK") or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). The Offer Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Prospectus or any of its contents. NOTICE TO INVESTORS IN THE EEA In any member state of the European Economic Area (the "EEA") that has implemented the Prospectus Directive, other than Norway (each, a "Relevant Member State"), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The Prospectus has been prepared on the basis that all offers of Offer Shares outside Norway will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus for offer of shares. Accordingly, any person making or intending to make any offer within the EEA of Offer Shares which is the subject of the Offering contemplated in this Prospectus within any EEA member state (other than Norway) should only do so in circumstances in which no obligation arises for the Company or any of the Managers to publish a prospectus or a supplement to a prospectus under the Prospectus Directive for such offer. Neither the Company nor the Managers have authorised, nor do they authorise, the making of any offer of Shares through any financial intermediary, other than offers made by Managers which constitute the final placement of Offer Shares contemplated in this Prospectus. Each person in a Relevant Member State other than, in the case of paragraph (a), persons receiving offers contemplated in this Prospectus in Norway, who receives any communication in respect of, or who acquires any Offer Shares under, the offers contemplated in this Prospectus will be deemed to have represented, warranted and agreed to and with the Managers and the Company that: a) it is a qualified investor as defined in the Prospectus Directive, and b) in the case of any Offer Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) such Offer Shares acquired by it in the Offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the Managers has been given to the offer or resale; or (ii) where such Offer Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those Offer Shares to it is not treated under the Prospectus Directive as having been made to such persons. For the purposes of this provision, the expression an "offer to the public" in relation to any of the 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 Shares to be offered so as to enable an investor to decide to purchase any of the Offer Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression " Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. See Section 18 "Selling and Transfer Restrictions" for certain other notices to investors. STABILISATION In connection with the Offering, the Stabilisation Manager, or its agents, may engage in transactions that stabilise, maintain or otherwise affect the price of the Shares for up to 30 days commencing at the time at which trading in the Shares commences on the Oslo Børs. Specifically, the Stabilisation Manager may effect transactions with a view to supporting the market price of the Offer Shares at a level higher than that which might otherwise prevail. The Stabilisation Manager and its agents are not required to engage in any of these activities and, as such, there is no assurance that these activities will be undertaken; if undertaken, the Stabilisation Manager or its agents may end any of these activities at any time and they must be brought to an end at the end of the 30‐day period mentioned above. Save as required by law or regulation, the Stabilisation Manager does not intend to disclose the extent of any stabilisation transactions under the Offering.

ENFORCEMENT OF CIVIL LIABILITIES The Company is a public limited liability company incorporated under the laws of Norway. As a result, the rights of holders of the Company’s Shares will be governed by Norwegian law and the Company’s articles of association as amended, including the amendments made at the extraordinary general meeting on 25 March 2015 and which will be effective as of Listing (the "Articles of Association"). The rights of shareholders under Norwegian law may differ from the rights of shareholders of companies incorporated in other jurisdictions. The members of the Company’s board of directors (the "Board Members" and the "Board of Directors", respectively) and the members of the senior management of the Group (the "Management") are not residents of the United States, and virtually all of the Company’s assets are located outside the United States. As a result, it may be difficult for investors in the United States to effect service of process on the Company or its Board Members and members of Management in the United States or to enforce in the United States judgments obtained in U.S. courts against the Company or those persons, including judgments based on the civil liability provisions of the securities laws of the United States or any State or territory within the United States. Uncertainty exists as to whether courts in Norway will enforce judgments obtained in other jurisdictions, including the United States, against the Company or its Board Members or members of Management under the securities laws of those jurisdictions or entertain actions in Norway against the Company or its Board Members or members of Management under the securities laws of other jurisdictions. In addition, awards of punitive damages in actions brought in the United States or elsewhere may not be enforceable in Norway. The United States and Norway do not currently have a treaty providing for reciprocal recognition and enforcement of judgements (other than arbitral awards) in civil and commercial matters. AVAILABLE INFORMATION The Company has agreed that, for so long as any of the Offer Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act, it will during any period in which it is neither subject to Sections 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), nor exempt from reporting pursuant to Rule 12g3‐2(b) under the U.S. Exchange Act, provide to any holder or beneficial owners of Shares, or to any prospective purchaser designated by any such registered holder, upon the request of such holder, beneficial owner or prospective owner, the information required to be delivered pursuant to Rule 144A(d)(4) of the U.S. Securities Act.

TABLE OF CONTENTS

1. EXECUTIVE SUMMARY ...... 6 2. RISK FACTORS ...... 15 3. RESPONSIBILITY FOR THE PROSPECTUS ...... 25 4. GENERAL INFORMATION ...... 26 5. INDUSTRY AND MARKET OVERVIEW ...... 28 6. BUSINESS OF THE GROUP ...... 34 7. CAPITALISATION AND INDEBTEDNESS ...... 44 8. SELECTED FINANCIAL INFORMATION ...... 46 9. OPERATING AND FINANCIAL REVIEW ...... 53 10. BOARD OF DIRECTORS, MANAGEMENT, EMPLOYEES AND CORPORATE GOVERNANCE ...... 72 11. THE SELLING SHAREHOLDERS ...... 82 12. RELATED PARTY TRANSACTIONS ...... 85 13. SHARES AND SHARE CAPITAL ...... 86 14. SHAREHOLDER MATTERS AND NORWEGIAN COMPANY AND SECURITIES LAW ...... 89 15. SECURITIES TRADING IN NORWAY ...... 96 16. TAXATION ...... 99 17. THE TERMS OF THE OFFERING...... 102 18. SELLING AND TRANSFER RESTRICTIONS ...... 113 19. ADDITIONAL INFORMATION ...... 117 20. DEFINITIONS AND GLOSSARY ...... 118

Appendix A: Articles of association of Multiconsult ASA Appendix B: Annual financial statements 2014, 2013 and 2012 Appendix C: Application form for the Retail Offering

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). This summary contains all the Elements required to be included in a summary for this type of securities and 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 Warnings This summary should be read as an introduction to the Prospectus;  any decision to invest in the securities should be based on consideration of the Prospectus as a whole by the investor;  where a claim relating to the information contained in the 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 the 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. A.2 Consent to use of the Not applicable; financial intermediaries are not entitled to use the prospectus prospectus for subsequent resale or final placement of securities.

Section B – Issuer B.1 Legal and commercial Multiconsult ASA. name B.2 Domicile and legal The Company is a public limited liability company organised and existing form, legislation and under the laws of Norway pursuant to the Norwegian Public Limited country of Companies Act. The Company was incorporated in Norway on 28 December incorporation 1973 as a private limited liability company, and was converted into a public limited liability company on 16 April 2015. The Company’s registration

number in the Norwegian Register of Business Enterprises is 910 253 158. B.3 Current operations, Multiconsult engages in consulting and project management, working within principal activities and the six business areas (i) Buildings and properties, (ii) Industry, (iii) Oil and markets gas, (iv) Transportation and infrastructure, (v) Energy, and (vi) Environment and natural resources. The Group has multidisciplinary business units

located across 27 offices in the largest Norwegian cities, with a total of 1,724 employees as at year end 2014. Multiconsult provides technical planning and engineering through‐hout all project phases. In the early stages of a project, Multiconsult provides examination and analyses of planning and strategy alternatives such as strategic environmental and social assessment, site screening and identification. During concept phases, concepts and design alternatives are developed before moving on to Front End Engineering and Design (FEED). This phase is also referred to as Basic Engineering and covers engineering definition of the chosen concept and cost estimates. During the detailed engineering phases specifications and construction drawings detailing all

engineering aspects for the construction of a project, are provided. Detail engineering can be delivered as a standalone service or as part of EPC/turnkey contracts. During Operation and Maintenance, Multiconsult has a technical support role and provides full engineering services for repairs, maintenance and upgrades up until the facility is dismantled. Beyond technical engineering, Multiconsult provides advisory services to clients beyond the scope of a single project. This includes strategy and market advisory services as well as specialised technical services such as geotechnics and health, safety and environment. Management services are offered to clients either as a standalone service, as capacity support or as part of larger multidisciplinary engineering services. B.4a Significant recent Market conditions were generally good in 2014, but varied within the trends affecting the different markets and geographical regions where Multiconsult operates. Company and the The engineering consultancy market in the energy sector has been very industries in which it good, both in Norway and internationally. Demand in the buildings and operates property sectors have been good and stable, but with regional variations. The transportation and infrastructure market has been good with high

demand from public clients on the development of railways and roads. The industry sector had rather moderate development during 2014, but with a more positive trend towards the end of the year. The uncertainty was noticeable in the oil and gas sector, which experienced a downturn during the second half. A significant drop in oil prices and reduced investment by the big oil companies resulted in lower activity and a markedly negative effect. B.5 Description of the Multiconsult ASA is the parent company of the Multiconsult Group, which Group includes six subsidiaries in Norway and abroad and six affiliated companies. B.6 Interests in the Shareholders owning 5% or more of the Shares have an interest in the Company and voting Company’s share capital, which is notifiable pursuant to the Norwegian rights Securities Trading Act. As of the date of this Prospectus, the Company has 572 shareholders. The following shareholders own more than 5% of the issued share capital on the date of the Prospectus: WSP Europe AB (6,490,610 Shares, representing 24.7% of total share capital), and Stiftelsen Multiconsult (5,582,150 Shares, representing 21.3% of total share capital). Upon Listing, there will be no differences in voting rights between the Shares provided however, that it is set forth in the Articles of Association that no shareholder (including such shareholder’s close associates) may vote for more than 25% of the Shares at the general meeting of the Company. The Company is not aware of any agreements that at a later stage may lead to change of control of the Company.

B.7 Selected historical key The following selected financial information has been extracted from the financial information Group’s audited consolidated financial statements as of, and for the years ended, 31 December 2014 and 2013 prepared under the International Financial Reporting Standards (IFRS) as approved by the EU and as of, and for the years ended, 31 December 2013 and 2012 prepared under the Norwegian Generally Accepted Accounting Principles. The Consolidated Financial Statements described above are included in Appendix B to this Prospectus.

Year ended 31 December Amounts in NOK thousand, except earnings per share 2014 2013 2013 2012 IFRS IFRS NGAAP NGAAP Operating revenues and expenses Operating revenues 2 265 627 2 042 144 2 118 663 1 850 271 Expenses for sub contractors and reimbursements 279 118 239 578 315 772 240 113 Net operating revenues 1 986 509 1 802 565 1 802 891 1 610 158

Employee benefit expenses 1 449 600 1 259 192 1 322 172 1 178 813 Other operating expenses 290 443 282 264 289 009 266 976 Operating expenses excl. depreciation, amortisation and impairments 1 740 043 1 541 456 1 611 181 1 445 789

Operating profit before depreciation, amortisation and impairments (EBITDA) 246 466 261 109 191 710 164 369 Depreciation, amortisation and impairments 34 625 40 669 52 941 41 346 Operating profit (EBIT) 211 841 220 440 138 769 123 023

Share of profit/loss of equity accounted investments 6 961 3 342 ‐4 319 2 068

FINANCIAL INCOME AND EXPENSES

Financial income 11 629 8 166 8 166 9 150 Financial expenses 2 823 2 430 721 610 Net financial items 8 806 5 736 7 445 8 540

Profit before tax 227 608 229 519 141 896 133 631

Income tax expense 60 899 63 327 45 008 39 060

Profit for the period 166 708 166 192 96 888 94 571 Attributable to: Owners of the Company 166 708 166 192 96 888 94 571

Earnings per share Not Not Ordinary 63.5 63.3 reported reported Not Not Diluted 63.5 63.3 reported reported

Amounts in NOK thousand Year 2014 Year 2013 Profit for the period 166 708 166 192

Other comprehensive income Remeasurment of defined benefit obligations ‐177 749 ‐87 689 Tax 47 992 22 395 Total items that will not be reclassified to profit or loss ‐129 757 ‐65 294 Currency translation differences 1 684 ‐227

Total items that may be reclassified subsequently to profit or loss 1 684 ‐227 Total other comprehensive income for the period ‐128 073 ‐65 521 Total comprehensive income for the period 38 636 100 671 Attributable to: Owners of the Company 38 636 100 671

Year ended 31 December 2014 2013 2013 2012

(In NOK thousand) IFRS IFRS NGAAP NGAAP ASSETS Non‐current assets Deferred tax assets 82 109 27 523 00 Intangible assets 6 783 6 725 6 725 6 961 Goodwill 71 427 65 714 53 442 52 801 Property, plant and equipment 76 510 71 081 71 081 63 107 Equity accounted investments 42 172 39 353 35 948 39 200 Non‐current receivables and shares 5 934 6 230 121 961 120 500 Total non‐current assets 284 935 216 626 289 157 282 569 Current assets Trade receivables 420 391 325 754 463 579 406 202 Other receivables and prepaid costs 144 284 215 916 33 932 16 571 Cash and cash equivalents 448 611 356 218 356 218 266 509 Total current assets 1 013 286 897 888 853 729 689 282

Total assets 1 298 221 1 114 514 1 142 886 971 851

EQUITY AND LIABILITIES Shareholders' equity Total paid in equity 26 445 26 438 26 438 26 437 Other equity 393 469 399 436 435 189 383 131 Total shareholders' equity 419 914 425 874 461 627 409 568

Non‐current liabilities Retirement benefit obligations 211 531 41 372 2 679 14 947 Deferred tax liabilities 0 0 7 707 8 204 Provisions 36 777 46 606 25 696 25 725 Non‐current interest bearing liabilities 6 943 9 047 9 047 0 Total non‐current liabilities 255 251 97 024 45 129 48 877

Current liabilities Trade payables 109 252 88 836 88 836 67 738 Current tax liabilities 51 897 44 994 44 994 43 961 VAT and other public taxes and duties payables 192 706 169 961 169 961 147 553 Current interest bearing liabilities 3 471 000 Other current liabilities 265 729 287 825 332 339 254 154 Total current liabilities 623 055 591 616 636 130 513 406

Total liabilities 878 306 688 640 681 259 562 283

Total equity and liabilities 1 298 221 1 114 514 1 142 886 971 851

B.8 Selected key pro forma Not applicable. There is no pro forma financial information. financial information B.9 Profit forecast or Not applicable. No profit forecasts or estimates are made. estimate B.10 Audit report Not applicable. There are no qualifications in the audit reports. qualifications

B.11 Working capital Not applicable. The Company is of the opinion that the working capital available to the Group is sufficient for the Group’s present requirements, for the period covering at least 12 months from the date of this Prospectus.

Section C – Securities C.1 Type and class of Upon the Listing, the Company will have one class of Shares in issue and all securities admitted to Shares provide equal rights in the Company. Each of the Shares will carry trading and one vote, with the exception that no shareholder (including such identification numbers shareholder’s close associates) may vote for more than 25% of the Shares at the general meeting of the Company. The Shares have been created under the Norwegian Public Limited Companies Act and are registered in book‐ entry form with the VPS under ISIN NO 001 073433.8 C.2 Currency The Shares are issued in NOK. C.3 Number of shares and The Company’s current share capital is NOK 13,124,600 divided into par value 26,249,200 ordinary shares, each with a nominal value of NOK 0.5. C.4 Right attached to the The Company has one class of Shares, and each Share carries one vote and securities has equal rights to dividend. All the Shares are validly issued and fully paid. All of the Company’s shareholders have equal voting rights, however, in accordance with the Articles of Association, no shareholders (including a shareholder’s close associates) may vote for more than 25% of the Shares at a general meeting of the Company. C.5 Restrictions on Stiftelsen Multiconsult and the Company are subject to a six month lock‐up transferability period from the first day of Listing. The members of the Company's executive management and the board members of the Company are subject to a twelve month lock‐up period from the first day of Listing. The Articles of Association do not provide for any restrictions on the transfer of Shares, or a right of first refusal upon a transfer of Shares. Share transfers are not subject to approval by the Board of Directors. C.6 Admission to trading On 30 April 2015, the Company applied for admission to trading of the Shares on Oslo Børs. The board of directors of Oslo Børs approved the listing application on 6 May 2015 upon certain conditions, which the Company expects to satisfy in connection with the Offering. C.7 Dividend policy The Company's ambition is to distribute at least 50% of its net income. When deciding the annual dividend level the Board of Directors will take into consideration expected cash flow, capital expenditure plans, financing requirements and appropriate financial flexibility.

Section D – Risks D.1 Key risks specific to the The key risks relating to the Group and the industry in which it operates are Company or its the following: industry  The recent economic downturns have had, and may continue to have, a negative impact on customer spending which again will materially adversely affect Multiconsult's business, revenue, profit and financial condition  Multiconsult is dependent on the policies and spending of its public sector customers for a substantial portion of its revenue and any change in their policies, programmes or spending levels may materially adversely affect its business, revenue, profit and financial condition  The Group depends on the performance of business partners and third party subcontractors, which may materially adversely affect Multiconsult's business, revenue, profit and financial condition  The Group's business is focused on Norway, and with some business operations in certain other markets, it is therefore exposed to changes in the economic, political and market conditions in these markets which may have a material adverse effect on the Group's business, revenue, profit and financial condition.  If calculations or estimates of the overall risks, revenue or costs of any particular project or contract prove inaccurate or circumstances change, then the anticipated profit may become lower or a loss may be incurred in relation to such projects or contracts which may have a material adverse effect on the Group's business, revenue, profit and financial condition.  Multiconsult's future success depends on its ability to continue to attract, retain and motivate qualified personnel and this may materially adversely affect the Group's business, revenue, profit and financial condition.  Multiconsult's general liability, professional indemnity and project risk insurance may not provide sufficient coverage which may materially adversely affect the Group's business, revenue, profit and financial condition  The industry the Group operates in is a highly competitive industry which could have a material adverse effect on the Group’s business, revenue, profit and financial condition.  The Group may be subject to litigation or otherwise be involved disputes that could have a material adverse effect on the Group’s business, revenue, profit and financial condition Financial risks  The demand for Multiconsult's services is sensitive to fluctuations in the market and it will require some more time to adjust the Company’s cost base which could have a material adverse effect on the Group’s business, revenue, profit and financial condition.  Multiconsult is exposed to liquidity risk and any inability to maintain sufficient cash flows could materially disrupt its business operations, harm its reputation and its ability to raise further capital and financing D.3 Key risks specific to the The key risks relating to the Shares are the following: securities  The price of the Shares may fluctuate significantly

 There is no existing market for the Shares, and a trading market that provides adequate liquidity may not develop  Following the Offering, the Lead Selling Shareholder will continue to exercise control over the Company and its interests may conflict with those of other shareholders  Future sales of Shares by large shareholders may depress the price of the Shares

Section E – Offer E.1 Net proceeds and The Offering is in its entirety a secondary sale, and the Company will raise estimated expenses no proceeds in connection with the Offering. The Company’s total costs and expenses of, and incidental to, the Listing and the Offering are estimated to amount to approximately NOK 35 million (excluding VAT). E.2a Reasons for the The Listing is an important element in the Company’s strategy. Through the Offering and use of Listing, the Company aims to provide a regulated market place for trading of proceeds the Shares. The Listing is further expected to make the Shares more attractive as transaction currency in potential future acquisitions or mergers. In addition, the Company believes that the Listing will help to further strengthen the Group's profile in the markets in which it operates. The Offering will also broaden the Company’s shareholder structure. E.3 Terms and conditions A total of up to 10,600,000 Shares are being offered in the Offering through of the Offering a secondary sale by the Selling Shareholders. No new shares are being issued in the Offering. The Offering comprises: a. An Institutional Offering, in which Offer Shares are being offered (a) to institutional and professional investors in Norway, (b) investors outside Norway and the United States, subject to applicable exemptions from prospectus and registration requirements, and (c) in the United States to QIBs, as defined in, and in reliance on Rule 144A of the U.S. Securities Act. The Institutional Offering is subject to a lower limit per application of NOK 2,000,000. b. A Retail Offering, in which Offer Shares are being offered to the public in Norway subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 1,999,999 for each investor. Investors who intend to place an order in excess of NOK 1,999,999 must do so in the Institutional Offering. Multiple applications by one applicant in the Retail Offering will be treated as one application with respect to the maximum application limit. All offers and sales outside the United States will be made in compliance with Regulation S of the U.S. Securities Act. The Bookbuilding Period for the Institutional Offering is expected to take place from 11 May 2015 at 09:00 hours (CET) to 21 May 2015 at 14:00 hours (CET). The Application Period for the Retail Offering is expected to take place from 11 May 2015 at 09:00 hours (CET) to 21 May 2015 at 12:00 hours (CET). The Lead Selling Shareholder and the Company, in consultation with the Managers, reserve the right in their absolute discretion to shorten or extend the Bookbuilding Period and Application Period at any time. Any shortening of the Bookbuilding Period and/or the Application Period will be announced through Oslo Børs’ information system on or before 09:00 hours (CET) on the prevailing expiration date of the Bookbuilding Period, provided,

however, that in no event will the Bookbuilding Period and/or Application Period expire prior to 12:00 hours (CET) on 19 May 2015. Any extension of the Bookbuilding Period and/or the Application Period will be announced through Oslo Børs’ information system on or before 09:00 hours (CET) on the first business day following the then prevailing expiration date of the Bookbuilding Period. An extension of the Bookbuilding Period and/or the Application Period can be made one or several times, provided, however, that in no event will the Bookbuilding Period and/or Application Period be extended beyond 15:00 hours (CET) on 29 May 2015. In the event of a shortening or an extension of the Bookbuilding Period and/or the Application Period, the allocation date, the payment due dates, the dates of delivery of Offer Shares and the date of the Listing and commencement of trading on Oslo Børs may be changed accordingly. The Company and the Lead Selling Shareholder have, together with the Managers, set an Indicative Price Range for the Offering from NOK 75 to NOK 78 per Offer Share. Assuming that the Offer Price is set at the high‐end of this range and all the Offer Shares are sold in the Offering (i.e. excluding any over‐allotments), the aggregate gross amount of the Offering will be approximately NOK 842,400,000. The Lead Selling Shareholder and the Company, in consultation with the Managers, will determine the number of Offer Shares and the Offer Price on the basis of the bookbuilding process in the Institutional Offering and the number of applications received in the Retail Offering. The bookbuilding process, which will form the basis for the final determination of the number of Offer Shares and the Offer Price, will be conducted only in connection with the Institutional Offering. The Indicative Price Range may be amended during the Bookbuilding Period. Any such amendments to the Indicative Price Range will be announced through Oslo Børs’ information system. In addition, the Selling Shareholder has granted the Stabilisation Manager an Over‐Allotment Option, which may be exercised by the Stabilisation Manager, to purchase a number of Additional Shares, equalling up to approximately 15% of the final aggregate number of Offer Shares at the Offer Price, exercisable, in whole or in part, no later than the 30th day following the time at which trading in the Shares commences on Oslo Børs, which is expected to be at 09:00 hours (CET) on 22 May. The Over‐Allotment Option will be granted to cover over‐allotments, if any, made in connection with the Offering on the terms and subject to the conditions described in this Prospectus. In order to permit delivery in respect of over‐allotments made, if any, the Lead Selling Shareholder will, pursuant to a share lending agreement to be entered into on or around the date of this Prospectus, grant to the Stabilisation Manager an option to require the Selling Shareholder to lend to the Stabilisation Manager, up to a number of Shares equal to the number of Additional Shares. Completion of the Offering is conditional upon, among other conditions, the Company satisfying the listing conditions and being listed on Oslo Børs, the acquisition by the Lead Selling Shareholder of 6,490,610 Shares from WSP Europe AB being completed and all such Shares being allocated in the Offering. E.4 Material and The Managers or their affiliates have provided from time to time, and may conflicting interests 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 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 management fee in connection with the Offering and, as such, have an interest in the

Offering. The Selling Shareholder will receive net proceeds from the sale of the Offer Shares and the sale of any Additional Shares. Beyond the above‐mentioned, the Company is not aware of any interest, including conflicting ones, of any natural or legal persons involved in the Offering. E.5 Selling Shareholder The Selling Shareholder will give an undertaking that will restrict its ability to and lock‐up sell or transfer Shares for 6 months after the Listing. E.6 Dilution resulting from Not applicable. No new Shares will be issued in connection with the the Offering Offering. E.7 Estimated expenses Not applicable. No expenses or taxes will be charged by the Company or the charged to investor Managers to the applicants in the Offering.

2. RISK FACTORS Investing in the Company and the Shares involves inherent risks. Prior to making any investment decision with respect to the Company, an investor should carefully consider all of the information contained in this Prospectus, and in particular the risks and uncertainties described in this Section 2 "Risk factors". The risks and uncertainties described in this Section 2 "Risk factors" are the principal known risks and uncertainties faced by the Group as at the date hereof that the Company believes are relevant to an investment in the Shares. An investment in the Shares is suitable only for investors who understand the risks associated with this type of investment and who can afford a loss of all or part of the investment. The absence of negative past experience associated with a given risk factor does not mean that the risks and uncertainties described are not a genuine potential threat to an investment in the Shares. Should any of the following risks occur, it could have a material adverse effect on the Group's business, prospects, results of operations, cash flows and financial position, and the trading price of the Shares may decline, causing investors to lose all or part of their invested capital. A prospective investor should consult his or her own expert advisors as to the suitability of an investment in the Shares. The order in which the risks are presented does not reflect the likelihood of their occurrence or the magnitude of their potential impact on the Group’s business, prospects, results of operations, cash flow and/or financial condition. It is not possible to quantify the significance to the Group of each individual risk factor as each of the risk factors mentioned below may materialise to a greater or lesser degree. The risk factors mentioned below may materialise individually or cumulatively. The information in this Section 2 "Risk factors" is as at the date of this Prospectus.

2.1 Risks relating to the Group and the industry in which it operates

2.1.1 The recent economic downturns have had, and may continue to have, a negative impact on customer spending which again will materially adversely affect Multiconsult's business, revenue, profit and financial condition. Demand for Multiconsult's services is cyclical and vulnerable to economic downturns, public sector austerity programmes, reductions in private sector spending in the markets in which the Group operates and reduced activity on the Norwegian continental shelf. Economic downturns such as seen recently in the European area may result in customers delaying, limiting or cancelling proposed and existing projects. The Group's customers may also find it more difficult to raise capital in the future due to limitations on the availability of capital and other uncertainties in the national, municipal and corporate credit markets. This may adversely affect demand for the Group's services. The Group may also experience difficulties in maintaining favourable pricing and payment terms, in addition to delayed payment by customers of the Group's invoices and disputes in relation thereto. Any inability to collect invoices in a timely manner may lead to an increase in the Group's accounts receivables and to increased write‐offs of uncollectible invoices. A result of decreased demand for the type of services the Group provides, service providers are competing more heavily to provide their services to the same customers, which may add further pressure on growth and prices. All of the above risk factors may have a material adverse effect on the Group's business, revenue, profit and financial condition.

2.1.2 Multiconsult is dependent on the policies and spending of its public sector customers for a substantial portion of its revenue and any change in their policies, programmes or spending levels may materially adversely affect its business, revenue, profit and financial condition. The Group is dependent on the policies of its public sector customers, including policies concerning investments in civil engineering and infrastructure. The level of public spending may decline, i.a. as a consequence of austerity measures. Further, public sector customers in the markets in which the Group operates may decide in the future to change certain of their policies and programmes, including reducing present and/or future investments in civil engineering and infrastructure projects or other areas in which the Group would expect to be able to compete for work and be awarded contracts. A decrease in

spending/investments by public sector customers may have a material adverse effect on Multiconsult's business, revenue, profit and financial condition.

2.1.3 The Group has engaged in acquisitions, strategic investments and strategic partnerships that may not be successful, and may, in the future, engage in transactions that will not have the desired effects. The Group may not be able to successfully complete transactions. Multiconsult has engaged in acquisitions, strategic investments and strategic partnerships and may continue to do so in the future. The Group may not be able to complete future transactions on terms that it finds commercially acceptable, or at all. The inability to engage in or to complete such transactions may adversely affect its competitiveness and growth prospects. The Group’s future growth and performance will partly depend on the ability to manage growth effectively, including, but not limited to the ability to complete successful integration of acquisitions. There is no guarantee that integration of future acquisitions will not encounter difficulties whereby the contemplated effects will not be achieved. If Multiconsult acquires a company, it may have difficulties in integrating that company's personnel, reporting, operations, technology, software and financial set‐up or to adapt its reporting to its own reporting systems. In addition, key personnel of the acquired company may decide to resign instead of working for the Group. In some cases, the Group has, or may have, difficulties in integrating the acquired services or technologies into its operations. These difficulties could disrupt the ongoing business, provide the Company's management with suboptimal information, distract the Group's management and employees and increase its expenses. Furthermore, the acquisition of companies and their integration into the Group may not be as economically successful as expected or the management of such acquired companies may not be immediately embedded in the organisation structure of the Company. Each of these factors may have a material adverse effect on the Group's business revenue, profit and financial condition.

2.1.4 Multiconsult may incur liabilities from future acquisitions and may not realise all anticipated benefits. Before making an investment in a company or business, the Group assesses the value or potential value of such company or business and the potential return on such investment. In making the assessment and otherwise conducting due diligence, Multiconsult relies on internal resources and, in some cases, an investigation by third parties. However, there can be no assurance that due diligence examinations carried out by the Group or by third parties in connection with contemplated acquisitions of companies or businesses have been sufficient or have revealed all of the risks associated with such companies and businesses, or the full extent of such risks. In addition, post acquisition of a company, the Group may discover risks or issues which were not catered for at the time of acquisition and which may have an adverse effect on the Group's business, revenue, profit and financial condition. Although the Group may obtain certain warranties and indemnities from the seller(s) in respect of the acquired company, such warranties and indemnities may not cover all losses that may arise following the acquisition as the warranties and indemnities may be subject to deductibles and time limitations, as well as be limited to maximum amounts. Following an acquisition, the Group may therefore incur losses that may not be recoverable from the seller(s) or at all. All of the above risk factors may have material adverse effect on the Groups business, profit and financial condition.

2.1.5 The Group depends on the performance of business partners and third party subcontractors. Under contracts with its customers, the Group may be depending on business partners and third‐party subcontractors, in order to perform services timely and in compliance with the contractual requirements. To the extent that the Group cannot engage business partners or subcontractors at reasonable costs, or if the amount that the Group is required to pay exceeds its estimates, its ability to complete a project in a timely fashion, or at a profit, may be impaired. In addition, if a business partner or a subcontractor is unable to deliver its services according to the negotiated terms for any reason, including the deterioration of its financial condition, the Group may be required to buy the services from another source at a higher price. Furthermore, a business partner or a subcontractor could cause damage, for which the Group could be held liable by its customer or a third party, with limited right or possibility for the Group to claim recourse from such business partner or subcontractor.

Each of these factors may have a material adverse effect on the Group's business, revenue, profit and financial condition.

2.1.6 The Group's business is focused on Norway, and with some business operations in certain other markets, it is therefore exposed to changes in the economic, political and market conditions in this market. The Group focuses on delivering its services to customers in the public and private sectors in Norway and certain other European markets, most importantly Poland and the United Kingdom. However, the Group also has business operations in certain countries in Africa, Asia and North and South America. Due to its limited geographic diversification, Multiconsult is particularly exposed to changes in the economic, political and market conditions in these markets and especially in Norway. Any adverse changes in the economic, political and market conditions in Norway could have a material adverse effect on the Group's business, revenue, profit and financial condition.

2.1.7 If calculations or estimates of the overall risks, revenue or costs of any particular project or contract prove inaccurate or circumstances change, then the anticipated profit may become lower or a loss may be incurred in relation to such projects or contracts. The profit of the Group on each project depends on costs being accurately calculated and controlled and projects being completed on time so that costs are contained within the pricing structure of the relevant contract. In case of incorrect or inaccurate calculations or estimates or lack of sufficient control, lower than anticipated profit may be achieved or a loss may be incurred. The Group may also incur penalties if the performance schedule for a project is not met. Cost overruns can be result of increasing complexity of certain projects with multiple partners, inefficiency, miscalculations, cost escalation or cost overruns by Multiconsult or subcontractors, limited possibility to pass on price increases to customers or other factors which result in lower profit or a loss on a project. A significant number of contracts are partly based on cost calculations which are subject to a number of assumptions. If estimates of the overall risks or calculations of the revenue or costs prove inaccurate or circumstances change, lower profit may be achieved from or losses may be incurred on such projects or contracts. Such risks are aggravated if the contract involves a large and/or complex project. Each of these factors, if they materialise in a project, may have material adverse effect on the Group's business, revenue, profit and financial condition.

2.1.8 The Group's internal control systems may not adequately identify all risks and the Group may not properly assess the impact such risks may have. Multiconsult has implemented a risk‐management framework to identify and to mitigate risks, in particular in respect of strategic, operational, compliance‐related, tax and financial risks. Risks can manifest themselves in many ways, including business interruption, poor performance, IT system malfunctions or failures, non‐ performance from partners or subcontractors, breach of applicable laws and regulations, human errors, employee misconduct or internal and external fraud. The Group's risk management activities may not adequately identify all risks and the Group may not properly assess the impact such risks may have. As a result, the Group may suffer financial losses or damage to its reputation. This may have a material adverse effect on the Group's business, revenue, profit and financial condition.

2.1.9 If Multiconsult fails to complete on time, misses a required performance standard or otherwise fails to adequately perform on projects, Multiconsult may incur a loss on that project which adversely affects its revenue, profit and financial condition. The Group usually commits to its customers that it will complete projects by a scheduled date and that a project, when completed, will achieve specified performance standards. If the project is not completed by the scheduled date or the Group fails to meet required performance standards or to (duly) perform other contractual obligations, the Group may be liable to pay compensation or damages for breach of contract, incur significant additional costs or incur a loss or penalties (as a result of, for example, civil liability), and payment of the Group's invoices may be delayed. Performance on projects can also be affected by a number of factors beyond the Group's control, including unavoidable delays from governmental inaction, public opposition, inability to obtain financing, weather conditions, unavailability of materials, changes in the project scope of services requested by its customers, industrial accidents, environmental hazards, labour disruptions and other factors. In some cases, the Group may also be subject to agreed‐upon financial damages if it fails to meet performance standards.

The Group generally enters into contracts where under their potential liability towards customers for errors and damage is limited, and whereby the Group’s insurance coverage is aligned with the risk profile under such contracts. However, for some projects, either because it is not deemed commercially possible or for other reasons, agreed limitations on the Group’s liability is not obtained, and the liability under such contracts therefore has the potential of becoming extensive and disproportionate, in addition to significantly exceed the Group’s insurance coverage. Furthermore, agreed limitations on the Group’s liability are generally not applicable and insurance coverage is limited, in case errors or damage is caused by gross negligence or wilful misconduct (Nw: grov uaktsomhet eller forsett). If a customer should succeed with a claim towards the Group based on such assumption, then the potential liability of the Group may become equally extensive and disproportionate. The Group also regularly enters into contracts with international customers whereby the contracts are governed by local law and where under local courts or arbitration tribunals are agreed to have jurisdiction. Although, the Group may seek legal advice for such contracts to assess the risk profile, there is an inherent risk that legal concepts or liability regimes which the Group generally is comfortable with, may have different content or be applied differently under such local laws and in such jurisdictions. This implies that the risk profile under such contracts may differ from what is expected or catered for, and that potential liability can be significantly higher than for example under contracts entered into in the Norwegian market. The above risk factors may have material adverse effect on the Group's business, revenue, profit and financial condition.

2.1.10 Multiconsult's future success depends on its ability to continue to attract, retain and motivate qualified personnel. The Group's ability to execute projects and to obtain new contracts depends largely on the Group's ability to attract, retain and motivate key personnel, including senior managers, highly skilled technical employees, project leaders and other technical personnel. There is significant competition for employees who possess the skills needed to perform the services that Multiconsult offers. This competition is in the long run expected to continue, or even increase, due to an ageing workforce. Multiconsult has a solid position with regards to attracting new employees, documented by Universum’s Employer Attractiveness Ranking 2014 where the Company by new graduates is ranked first among consulting engineers, and as the fourth most attractive of all employees. Seasoned employees rank Multiconsult as the second most attractive employee among consulting engineers. There is however no guarantee that Multiconsult will continue to be the holder of this position in the future. If the Group fails to attract new technical employees or to retain and motivate its technical employees, Multiconsult may be unable to win projects and deliver its services and products up to the quality standards that are expected from the Group by its customers. In addition, any failure to successfully attract, retain and motivate qualified personnel may force the Group to use more subcontractors or hired‐in personnel, which may affect its margins. These factors may have a material adverse effect on the Group's business, revenue, profit and financial condition.

2.1.11 Multiconsult's profitability may suffer if the Group is not able to maintain an adequate utilisation of its workforce. The cost of providing services, including the extent to which the Group utilises its workforce, affects its profitability. The rate at which the Group utilises its workforce is affected by a number of factors, including:  The Group's ability to transfer employees between projects;  The Group's ability to forecast demand for its services and thereby maintain an appropriate headcount;  The Group's ability to manage attrition; and  The Group's ability to match the skill sets of its employees to the needs of the marketplace. If Multiconsult over‐utilises its workforce, the Group's employees may become disengaged which will lead to increase in the rate of employee attrition. If the Group under‐utilises its workforce, its profit margin, profit and financial condition may adversely be affected. The above risk factors may have a material adverse effect on the Group’s business, revenue, profit and financial condition.

2.1.12 Multiconsult is dependent on its IT systems and IT service providers, and any failure in these systems or by the Group's IT service providers may materially adversely affect the Group. The Group's ability to provide services to its customers depends, among other things, on the efficient and uninterrupted operation of its IT systems, and also on the performance of its IT service providers. Any failure of, or damage to, the Group's IT systems, non‐performance by its IT service providers, noncompliance with its IT standard or failure or delay in implementing new IT systems in the future or higher than expected IT capital expenditures could materially adversely affect the Group's business, revenue, profit and financial condition.

2.1.13 Multiconsult's general liability, professional indemnity and project risk insurance may not provide sufficient coverage which may materially adversely affect the Group's business, revenue, profit and financial condition. Although the Group maintains general liability insurance coverage and professional indemnity and project risk insurance coverage, including coverage for errors and omissions, any claim that may be brought against the Group could result in a court judgment or settlement or a nature or in an amount that is not covered, in whole or in part, by the Group’s insurance or that it is in excess of the limits of the Company’s insurance coverage. The Group’s insurance policies also have various exclusions, and the Group may be subject to a product liability claim for which the Company has no coverage. The Group will have to pay any amounts awarded by a court or negotiated in a settlement that exceed the Company’s coverage limitations or that are not covered by the Group’s insurance, and the Group may not have, or be able to obtain, sufficient capital to pay such amounts. This may have a material adverse effect on the Group’s business, revenue, profit and financial condition.

2.1.14 Multiconsult is exposed to credit risks which, if they materialise, may materially adversely affect its business, revenue, profit and financial condition. The Group is exposed to the risk that a customer delays or defaults on a payment obligation. Credit risk is mostly incurred on receivables due by the customers to the Group. The recent instability in European credit markets could increase this risk, as more customers may be unable to secure sufficient liquidity to pay their obligations. This may also have the effect that the Group may be forced to a more active use of its overdraft facilities and/or to obtain further external financing arrangements to secure that sufficient funds are available to service the Group’s operational costs and expenses incurred from time to time. If the Group's customers delay or default on their payment obligations, this may have a material adverse effect on the Group's business, revenue, profit and financial condition.

2.1.15 Adverse weather conditions, catastrophic events, terrorist attacks, acts of war, hostilities, riots, civil unrest, pandemic diseases and other unpredictable events may materially adversely affect Multiconsult. Catastrophic events, terrorist attacks, acts of war or hostilities, riots, civil unrest, pandemic diseases, adverse weather conditions, and other similarly unpredictable events, and responses to those events or acts, may reduce the number of workable days and therefore prevent the Group and its employees from being able to provide services to its customers. Those events and acts may also create economic and political uncertainties which may have an adverse effect on the economic conditions in the countries where the Group operates, and more specifically, could materially adversely affect the Group's business, revenue, profit and financial condition. Those events and acts are difficult to predict and may also affect property, financial assets, trading positions or employees, including key employees. If the Group's business continuity plans do not fully address such events or cannot be implemented under the circumstances, Multiconsult may incur significant losses. Unforeseen events can also lead to lower revenue or additional operating costs, such as fixed employee costs not recovered by revenue due to inability to deliver services, higher insurance premiums and the implementation of redundant back‐up systems. Insurance coverage for certain unforeseeable risks may also be unavailable. These risks may have material adverse effect on the Group's business, revenue, profit and financial condition.

2.1.16 Failure to comply with laws and regulations may harm Multiconsult. The Group is subject to laws and regulations in several jurisdictions relating to several areas such as, but not limited to environment, health and safety, construction, procurement, administrative, accounting, corporate governance, market disclosure, tax, employment and data protection. Such laws and regulations may be subject to change and interpretation. It may not be possible for the Group to detect or prevent every violation in every jurisdiction where the Group carries out its business operations, or in which its employees, hired‐in

personnel, sub‐contractors or joint venture partners are located. Any failure to comply with applicable laws and regulations now or in the future may lead to disciplinary, administrative, civil and/or criminal enforcement actions, fines, penalties and civil and or criminal liability and negative publicity harming the Group's business and reputation. In addition, changes in laws and regulations may impose more onerous obligations on the Group and limit its profitability, including increasing the costs associated with Multiconsult's compliance with such laws and regulations. Failure to comply with laws and regulations and changes in laws and regulations may have a material adverse effect on the Group's business, revenue, profit and financial condition.

2.1.17 Employee, agent or partner misconduct or failure to comply with anti‐bribery and other government laws and regulations could materially harm Multiconsult's reputation, reduce its revenue and profit, and subject it to administrative, criminal and civil enforcement actions. Misconduct, fraud or non‐compliance with applicable laws and regulations, or other improper activities by any of the Group's employees, hired‐in personnel, agents, subcontractors or partners could have an adverse effect on its business and reputation. Such misconduct could include, but is not limited to failure to comply with government procurement regulations, competition laws and regulations, regulations regarding the protection of classified information, regulations prohibiting bribery and other foreign corrupt practices, regulations regarding the pricing of labour and other costs in government contracts, regulations on lobbying or similar activities, regulations pertaining to the internal controls over financial reporting, environmental laws and any other applicable laws or regulations. The Group's internal controls are subject to inherent limitations, including that they do not fully eliminate the risk of human error. It is also possible that these controls could be intentionally circumvented or become inadequate because of changed conditions. As a result, the Group cannot ensure that its controls will protect it from reckless or criminal acts committed by its employees, hired‐in personnel, agents, subcontractors, partners and others. Failure to comply with applicable laws or regulations or acts of misconduct could subject the Group to fines and penalties and suspension or exclusion from tender competitions or liability under ongoing contracts, any or all of which could harm the Group's business and reputation, subject the Group to administrative, criminal and civil enforcement actions and materially adversely affect its revenue, profit and financial condition.

2.1.18 Competitive industry The consultancy market is highly competitive, and this may limit the Group’s ability to maintain or increase its market share. Multiconsult's current and future competitors may have greater financial and other resources and may be better positioned to withstand and adjust to changing market conditions. Hence, the Group may not be able to maintain its competitive position in the market. The Group also competes with several smaller companies capable of performing effectively on a regional or local basis. Additionally, the Group may face increased competition in Norway from foreign companies with a significantly lower personnel cost than the Group. Such competitors may be able to better withstand economic and/or industry downturns and compete on the basis of price, all of which could have a material adverse effect on the Group’s business, revenue, profit and financial condition.

2.1.19 The Group may be subject to litigation or otherwise be involved in disputes that could have a material adverse effect on the Group’s business, revenue, profit and financial condition. Due to the nature of the Group's business, the Group will be involved in litigation matters and other disputes from time to time. These matters may include, among other things, contract disputes, personal injury claims, environmental claims or proceedings, tort claims, employment matters and governmental claims for taxes or duties as well as other litigation that arises in the ordinary course of business. In particular the Group cannot predict with certainty the outcome of any claim or litigation matter. The ultimate outcome of any litigation matter and the potential costs associated with prosecuting or defending such lawsuits, including the diversion of management’s attention to these matters, could have a material adverse effect on the Group’s business, revenue, profit and financial condition.

2.1.20 Changes in tax laws and regulations may materially adversely affect the Group's business, profit and financial condition. Tax laws and other regulations applicable to the Group may be subject to change, varying interpretations and inconsistent enforcement which could have a material adverse effect on the Group's profit and financial condition. It is possible that tax authorities in the countries in which the Group operates will introduce additional tax measures. The introduction of any such provisions may require the Group to pay additional taxes or affect the Group's overall tax efficiency. Any such additional exposure could have a material adverse effect on the Group's business, profit and financial condition.

2.1.21 The Group does business in jurisdictions that are subject to sanction regimes The Group has a subsidiary in Russia which is subject to certain trade embargoes and sanctions. Further, there can be no assurance that relevant sanction regimes will not be expanded to include other countries in which the Group operates. Failure to comply with sanctions could result in material fines and penalties, and damage to the Group’s reputation. This could negatively affect the market price of the Shares. While the Group believes that it is in compliance with all applicable sanctions and embargo laws and regulations, and intends to maintain such compliance, there can be no assurance that the Group will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations.

2.1.22 The Group’s joint venture arrangements The Group regularly enters into joint venture arrangements (both unincorporated and incorporated) for the purpose of submitting tenders and enter into customer contracts. The Company assesses every such joint venture arrangement to ensure competition law compliance and believes that it is in compliance with all applicable competition law requirements. However, there can be no assurance that the Group in all respects will be deemed to be in compliance by the relevant competition law authorities, particularly as the scope of such competition laws and regulations may be unclear and may be subject to changing interpretations. Failure to comply with competition laws and regulations may entail extensive liability and fines, and thus have a material adverse effect on the Group's business, revenue, profit and financial condition.

2.2 Financial risks

2.2.1 The demand for Multiconsult's services is sensitive to fluctuations in the market while it will require some more time to adjust the Company’s cost base. The demand for the Group's services is sensitive to fluctuations in the market while most of its costs are fixed (such as personnel expenses). Failure to counteract cyclical movements by bringing stability to its revenue and reducing its costs may have a material adverse effect on the Group's business, revenue profit and financial condition.

2.2.2 If projects are terminated before certain milestones are reached, Multiconsult's customers may not pay in full all amounts due to the Group, or costs incurred by it, which may materially adversely affect the Group's business, revenue, profit and financial condition. Many of its contracts require the Group to satisfy specified design, engineering, procurement or construction milestones to receive payment. As a result, under these types of arrangements, the Group may incur costs, or perform significant amounts of work, prior to payment. If a customer determines not to proceed with the completion of a project before a milestone is reached, the Group may encounter difficulties in collecting payment of amounts due to it or costs incurred by it. This may have a material adverse effect on the Group's business, revenue, profit and financial condition.

2.2.3 Multiconsult is exposed to liquidity risk and any inability to maintain sufficient cash flows could materially disrupt its business operations, harm its reputation and its ability to raise further capital and financing. The Group monitors its cash flow forecasts to ensure that it has sufficient cash available on demand to meet expected operational expenses, including the servicing of financial obligations. The Group’s future liquidity needs depend on a number of factors, and is subject to uncertainty with respect to inter alia future earnings, outcome of legal claims and disputes. A limited liquidity position may have a material adverse effect on the

Group’s business, financial condition, results of operation and liquidity, and worst case, force the Group to cease its operations.

2.2.4 Multiconsult may need additional equity or debt funding in the future which may not be available. The Group may need to raise additional capital to pursue its business strategy in the future. Additional capital may not be available when the Group needs it, or only on terms that are unattractive. If the Group raises additional funds by issuing additional shares or other equity or equity‐linked securities, it may result in a dilution of the holdings of existing shareholders. If adequate funds are not available on a timely basis, the Group may need to curtail development programmes and may be required to delay, scale back, sell or eliminate certain of its assets and/or activities, which may have a material adverse effect on the Group's business, revenue, profit and financial condition.

2.2.5 The Group is subject to exchange rate risk. The Company’s and its Norwegian subsidiaries’ operational costs are primarily in NOK, whilst the Company’s foreign subsidiaries’ cost base primarily is in their local currencies. Although, the companies in the Group generate most of their income in the same currency as their operational costs, they will also from time to time generate income under currencies which differ from the currency of their operational costs. To some extent the Group is thus exposed to currency exchange fluctuations. If the Group continues to expand its market positions in other countries, or expands its business to new markets, it will be further exposed to such fluctuations. Currency exchange rates are determined by forces of supply and demand on the currency exchange markets, which again are affected by the international balance of payments, economic and financial conditions and expectations, government intervention, speculation and other factors. Fluctuations in exchange rates may have a material adverse effect on the Group's business, revenue, profit and financial conditions.

2.3 Risks relating to the Shares

2.3.1 The price of the Shares may fluctuate significantly. The trading price of the Shares could fluctuate significantly in response to a number of factors beyond the Group’s control, including, but not limited to, quarterly variations in operating results, adverse business developments, changes in financial estimates and investment recommendations or ratings by securities analysts, sales or purchases of substantial blocks of Shares, or any other risk discussed herein materialising or the anticipation of such risk materialising.

In recent years, the global stock markets have experienced extreme price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in the same industry as the Group. Those changes may occur without regard to the operating performance of these companies. The price of the Group’s Shares may therefore fluctuate based upon factors that have little or nothing to do with the Group, and these fluctuations may materially affect the price of the Shares.

2.3.2 There is no existing market for the Shares, and a trading market that provides adequate liquidity may not develop. Prior to the Listing, there was no public market for the Shares, and there can be no assurance that an active trading market will develop, or be sustained or that the Shares may be resold at or above the Offer Price. The market value of the Shares could be substantially affected by the extent to which a secondary market develops for the Shares following the completion of this Offering. 2.3.3 Following the Offering, the Lead Selling Shareholder will continue to exercise control over the Company and its interests may conflict with those of other shareholders.

Following the Offering, the Lead Selling Shareholder will hold 20.45% or more of the Shares (assuming maximum allocation of Additional Shares). For as long as the Lead Selling Shareholder holds a significant percentage of the outstanding Shares, it will be able to exercise substantial control over certain corporate

matters requiring shareholder approval and may vote in a way which other shareholders would not agree. The Lead Selling Shareholder may be able to pass or block certain resolutions of the Company, including changes to the Articles of Association and capital increases in the Company, where a shareholder approval of two‐thirds of the shares voted and represented at the general meeting is required. The concentration of ownership in the Company represented by the Lead Selling Shareholder's ownership stake could materially adversely affect the trading volume and market price of the Shares or delay or prevent a change of control in the Company that could otherwise be beneficial to the shareholders.

2.3.4 Future sale of Shares by large shareholders may depress the price of the Shares. The market price of the Shares could decline as a result of sales of a large number of Shares in the market after this Offering or the perception that such sales could occur. Such sales, or the possibility that such sales may occur, might also make it more difficult for holders to sell Shares in the future at a time and at a price that they deem appropriate.

2.3.5 Future issuances of Shares or other securities may dilute the holdings of shareholders and could materially affect the price of the Shares. It is possible that the Company may in the future decide to offer additional Shares or other securities in order to finance new acquisitions, in connection with unanticipated liabilities or expenses or for any other purposes. Any such additional offering could reduce the proportionate ownership and voting interests of holders of Shares, as well as the earnings per Share and the net asset value per Share of the Group, and any offering by the Group could have a material adverse effect on the market price of the Shares. Depending on the structure of any future offering, certain existing shareholders may not be able to purchase additional equity securities.

2.3.6 If securities or industry analysts do not publish research or reports about Multiconsult's business, or if they adversely change their recommendations regarding the Shares, the market price and trading volume could be affected. The market for the Shares will be influenced by the research and reports that industry or securities analysts publish about the Company and its industry. If one or more of the analysts who cover the Company or its industry downgrade the Shares, the market price of the Shares may decline. If one or more of these analysts ceases coverage of the Company or fails to regularly publish reports about the Company, it may lose visibility in the financial markets which may adversely affect the market price and trading volume of the Shares.

2.3.7 Investors may not be able to exercise their voting rights for Shares registered in a nominee account. Beneficial owners of the Shares that are registered in a nominee account (such as 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 Shares will receive the notice of 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. Further, beneficial owners of Shares that are registered in a nominee account may not be able to exercise other shareholder rights under the Norwegian Public Limited Liability Companies Act of 13 June 1997 no. 45 (Nw.: Allmennaksjeloven) the "Norwegian Public Limited Liability Companies Act") (such as e.g. the entitlement to participate in a rights offering) as readily as shareholders whose Shares are registered in their own names with the VPS.

2.3.8 The transfer of Shares is subject to restrictions under the securities laws of the United States and other jurisdictions. The Shares have not been registered under the U.S. Securities Act or any US state securities laws or any other jurisdiction outside of Norway and are not expected to be registered in the future. As such, the Shares may not be offered or sold except pursuant to an exemption from the registration requirements of the Securities Act and applicable securities laws. See Section 18.3.1 "Selling and transfer restrictions—Transfer Restrictions—

United States". 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 rights offerings.

2.3.9 Shareholders outside of Norway are subject to exchange rate risk. The Shares are priced in NOK, and any future payments of dividends on the Shares will be denominated in NOK. Accordingly, any investor outside Norway is subject to adverse movements in the NOK against its local currency, as the foreign currency equivalent of any dividends paid on the Shares or price received in connection with any sale of the Shares could be materially adversely affected.

3. RESPONSIBILITY FOR THE PROSPECTUS

3.1 The Board of Directors of Multiconsult ASA This Prospectus has been prepared in connection with the Offering and the Listing described herein. The Board of Directors of Multiconsult ASA accepts responsibility for the information contained in this Prospectus. The members of the Board of Directors confirm that, after having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of their knowledge, in accordance with the facts and contains no omissions likely to affect its import.

Oslo, 8 May 2015

Steinar Mejlænder‐Larsen Nigel K. Wilson Chairman Board member

Line Haugen Arne Fosen Vibeke Strømme Board member Board member Board member

Kari Medby Loland Freddy Evert Holstad Elisabeth Lokshall Board member Board member Board member

4. GENERAL INFORMATION

4.1 Declaration from the Managers The Managers make no representation or warranty, whether express or implied, as to the accuracy, completeness or verification of the information in this Prospectus, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by the Managers, whether as to the past or the future. The Managers assume no responsibility for the accuracy or completeness or the verification of this Prospectus and accordingly disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this Prospectus or any such statement.

4.2 Presentation of financial and other information

4.2.1 Financial information

See Section 8.2 "Selected financial information—Summary of accounting policies and principles" for further details regarding the basis for preparation of the Group's financial information.

4.2.2 Industry and market data This Prospectus contains statistics, data, statements and other information relating to markets, market sizes, market shares, market positions and other industry data pertaining to the Group's business and the industries and markets in which it operates. Unless otherwise indicated, such information reflects the Group's estimates based on analysis of multiple sources, including data compiled by professional organisations, consultants and analysts and information otherwise obtained from other third party sources, such as annual and interim financial statements and other presentations published by listed companies operating within the same industry as the Group, as well as the Group's internal data and its own experience, or on a combination of the foregoing. Unless otherwise indicated in the Prospectus, the basis for any statements regarding the Group's competitive position is based on the Company's own assessment and knowledge of the market in which it operates. The Company confirms that where information has been sourced from a third party, such information has been accurately reproduced and that as far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading. Where information sourced from third parties has been presented, the source of such information has been identified. The Company does not intend, and does not assume any obligations to, update industry or market data set forth in this Prospectus. Industry publications or reports generally state that the information they contain has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. The Company has not independently verified and cannot give any assurances as to the accuracy of market data contained in this Prospectus that was extracted from these industry publications or reports and reproduced herein. Market data and statistics are inherently predictive and subject to uncertainty and not necessarily reflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should be included in the relevant market. As a result, prospective investors should be aware that statistics, data, statements and other information relating to markets, market sizes, market shares, market positions and other industry data in this Prospectus and projections, assumptions and estimates based on such information may not be reliable indicators of the Company's future performance and the future performance of the industry in which it operates. Such indicators are necessarily subject to a high degree of uncertainty and risk due to the limitations described above and to a variety of other factors, including those described in Section 2 “Risk factors” and elsewhere in this Prospectus.

4.2.3 Rounding Certain figures included in this Prospectus have been subject to rounding adjustments (by rounding to the nearest whole number or decimal or fraction, as the case may be). Accordingly, figures shown for the same category presented in different tables may vary slightly. As a result of rounding adjustments, the figures presented may not add up to the total amount presented.

4.3 Forward‐looking statements This Prospectus includes forward‐looking statements, including, without limitation, projections and expectations regarding the Group's future financial position, business strategy, plans and objectives. All forward‐looking statements included in the Prospectus are based on information available to the Company, and views and assessments of the Company, as at the date of this Prospectus. Except as required by the applicable stock exchange rules or applicable law, the Company does not intend, and expressly disclaims any obligation or undertaking, to publicly update, correct or revise any of the information included in this Prospectus, including forward‐looking information and statements, whether to reflect changes in the Company's expectations with regard thereto or as a result of new information, future events, changes in conditions or circumstances or otherwise on which any statement in this Prospectus is based.

When used in this document, the words "anticipate", "assume", "believe", "can", "could", "estimate", "expect", "intend", "may", "might", "plan", "should", "will", "would" or, in each case, their negative, 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. Such forward‐looking statements involve 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 Group's present and future business strategies and the environment in which the Company and its subsidiaries operate. Factors that could cause the Group's actual results, performance or achievements to materially differ from those in the forward‐looking statements include but are not limited to, the competitive nature of the markets in which the Group operates, technological developments, government regulations, changes in economic conditions or political events. These forward‐looking statements reflect only the Company's views and assessment as at the date of this Prospectus. 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 the Prospectus. Given the aforementioned uncertainties, prospective investors are cautioned not to place undue reliance on any of these forward‐looking statements. Forwards‐looking statements are found in Sections 5 "Industry and market overview", 6 "Business of the Group", 9 "Operating and financial review, 10 "Board of Directors, Management, employees and corporate governance", 11 "The Selling Shareholders", 13 "Shares and Share Capital", 14 "Shareholder matters and Norwegian company and securities law", 15 "Securities trading in Norway", 16 "Taxation", 17 "The terms of the Offering".

5. INDUSTRY AND MARKET OVERVIEW

5.1 Introduction According to the Statistics Norway (Nw. Statistisk Sentralbyrå) ("SSB"), the Consulting Engineering and Architectural Groups; A Swedish and International survey (December 2014) and IMF World Economic Outlook Database (April 2015), Norway has a forecasted inflation in 2015 of 2.3%, GDP growth of 1.9%, an unemployment rate of 3.7% and a population growing with a compounded annual growth rate of 1.1% up until 2019. There is apparently a strong foundation for continued economic growth and increasing investments. GDP growth, Norway vs. Euro area Population growth, Norway vs. Euro area

Source: IMF World Economic Outlook Database (April 2015), http://www.imf.org/external/pubs/ft/weo/2014/02/weodata/index.aspx

The negative impact from slowing activity and falling prices within the oil and gas sector may to some extent be mitigated by a weakened Norwegian exchange rate and increased government infrastructure spending. All in all, the current situation suggests a satisfactory level of activity in the Norwegian economy and demand for consulting engineering services going forward. Building and construction work in 2010 was notably affected by the financial crisis of 2008. From 2011 to 2014 there has been growth in all markets and the number of employees in companies that are part of the Norwegian Association of Consulting Engineers (Nw. Rådgivende Ingeniørers Forening "RIF") has increased by 30%. Norway has a Government that is currently investing considerable amounts in the development and construction of roads, railways and energy transfer with the objective of increasing competitiveness. According to the International Monetary Fund's ("IMF") World Economic Outlook Database, Norway will in 2015 have an estimated net debt of ‐248% of GDP (vs. 70% for the Euro area) and a current account balance of 8% (3% for Euro area). With economic freedom of action Norway has several initiatives addressing investment needs:  Recently established infrastructure fund of NOK 100 billion with dividends earmarked investments in roads, railways, public transport network and broadband  National Transport Plan 2014‐2023 with a total framework of NOK 508 billion  Authorities will commence work on the maintenance backlog of the infrastructure (quantifying public assets and show the maintenance backlog in the annual budgets For consulting engineers RIF expects that the public budgets will result in moderate developments in the level of activity in public building and increased investment in public infrastructure. According to the RIF report, the number of projects in the planning‐ and implementation phase is expected to increase by 9% and 5% in 2015 and 2016, respectively. The most stable section within the construction market has proven to be roads, which to a high degree have been financed by toll systems, hence making it possible to maintain a stable level of activity.

5.2 Supply

5.2.1 Services Multidisciplinary technical consulting and engineering companies perform a wide range of services for a number of industries and geographical markets. Their offering ranges from consulting and engineering to project management services, and aim at providing clients with expertise and execution capacity as well as design and engineering solutions. Multidisciplinary firms provide services within a wide set of market specific disciplines such as for example architecture, building and construction technics, environmental, geotechnics,

electrotechnics and mechanical. Consulting engineers are involved through the lifecycle of a project, from scoping to decommissioning. The different stages of a project are described in the following: Scoping and site identification: Early phases of the projects lifecycle often include market and technology analyses and advisory. Engineering consulting companies provide examination and analyses of planning and strategy alternatives such as strategic environmental and social assessment, site screening and identification. Concept or feasibility studies: Examination and analyses of competing development concepts and design alternatives. Based on the objectives, constraints and drivers of the stakeholders in a project, an appropriate development concept is selected. Engineering: Front End Engineering and Design ("FEED"), also referred to as Basic Engineering, includes the engineering definition of the chosen concept and the corresponding cost estimates. The FEED phase is followed by an investment decision by the development company which kicks off the detail engineering phase. During this next phase, specifications and construction drawings, detailing all engineering aspects for the construction of a project, are provided. The chosen design is developed and finalised such that construction can proceed. Detail engineering can be delivered as a standalone service or as part of EPC/turnkey contracts. Construction: The services offered during this phase include advisory, management, control and or supervision of construction. Operation, maintenance and upgrades: Includes technical and management engineering, support to facility operations, maintenance and upgrades/modifications. Decommissioning: Includes technical and management engineering and support related to decommissioning of facilities applicable to the physical dismantling and removal services at the end of the facility's life period.

5.2.2 Competitive landscape The engineering consulting industry in Norway is fairly consolidated with six large consulting enterprises dominating the market. The industry has seen some level of acquisitions but growth through 2013 and 2014 has typically been organic. The RIF member companies have been active in employing recently educated and qualified engineers, scientists, social scientists and architects. Among significant mergers and acquisitions in 2014 there was (i) Norconsult AS’ purchase of Mjelde & Johannesen AS, VA Support AS, PW Arkitekter AS, AS Planconsult VVS, Tegnverket Arkitekter AS, Solvang og Fredheim AS and Solem Arkitekter, (ii) Multiconsult AS’ acquisition of Atkins’ subsidiary in Poland, (iii) SWECO Norge AS’ acquisition of BIM‐Consult AS and (iv) Asplan Viak AS’ purchase of the Norwegian companies CoNova AS and Bygg og Anleggsplan AS. A list of the largest Norwegian consulting engineering and architectural groups is made out in the table below. Rank Group Revenues Average number of Balance Sheet 2013 (MNOK) employees 2013 2013 (MNOK) 1 Norconsult AS 3,586 2,700 1,718 2 Multiconsult1) 2,042 1,555 1,115 3 Rambøll Norge AS 1,793 1,276 686 4 SWECO Norge AS 1,600 1,317 854 5 COWI AS 1,386 1,076 715 6 Reinertsen Engineering 1,371 1,135 N/A 7 Asplan Viak koncernen 912 812 438 8 Dr. Ing. Aas‐Jacobsen A/S 543 130 237 9 Techconsult AS 400 93 107 10 LINK Arkitektur AS 322 195 136

Source: The Consulting Engineering and Architectural Groups: A Swedish and International survey (December 2014), acquired through https://www.std.se/paverkan‐o‐utveckling/marknadsinformation/branschoversikten‐sector‐review Note: 1) Adjusted to IFRS numbers

Of these 10, most companies are multi‐disciplinary with only the three smallest being specialists focused towards project management or architecture. According to the Consulting Engineering and Architectural Groups Sector Review, the 30 largest groups', turnover in 2013 increased by 15% to NOK 17,733 million (NOK 15,428 million in 2012) and the average number of employees grew by 7% to 12,423 (11,605 in 2012).

5.3 Demand

5.3.1 Demand for consulting engineering services Demand is directly related to the planned expenditure within the construction sector and costs related to consulting engineering services typically represent 5‐10% of capital expenditure in greenfield projects. End clients requiring consulting engineering services are from both public and private sectors with variations across different industries and sectors. Within building and properties as well as energy markets, both private and public sector are well represented. However, the larger projects as for example housing initiatives and power stations are often initiated by state owned entities and companies like Statsbygg, Statnett and Statkraft. Transportation and infrastructure assets are often state owned with Statens Vegvesen and Jernbaneverket as the main customers, often operating through various regional entities. Clients within industry and oil and gas are predominantly from the private sector with the exception of a few state owned utilities and operators such as for example Statoil. Besides serving end clients, consulting engineering companies also support private turnkey contractors during detail engineering and construction phases. This is especially the case when end clients decide to adopt an EPC contractual model where engineering, procurement and construction are bundled into one single contract. This approach is well established within the oil and gas sector and is also becoming more frequently adopted within other sectors. The trend is driven by larger and more complex projects and the fact that many international players have entered the Norwegian transportation and infrastructure market. Finally, engineering consulting groups in lack of expertise, capacity or local presence may subcontract part of the scopes to other companies. This implies that direct competitors do create project specific partnerships, especially for large and complex assignments. Partnerships between consultancies are set up on a case to case basis but are regulated with regards to strategic collaboration.

5.3.2 Contract situation Multidisciplinary consulting engineering companies pursue and execute projects with a variety of different types of clients and under various contractual arrangements. The selection of a mutually agreeable contract format depends upon a number of factors; including but not limited to client preferences, project specific factors, market dynamics and macro‐economic factors. In general, contracts fall into one of three broad categories depending on the specific terms and conditions contained in the agreement:  Hourly rates (plus reimbursable and mark up)  Fixed‐price contracts  Hybrids such as fixed price plus options based on pre‐set hourly rates These contracts can either be standalone agreements (often project‐specific covering one or more phases) or framework agreements (pre agreed hourly rate in addition to reimbursable cost and mark‐up). Contracts could also be anchored within a consortium or joint venture agreement with several other partners or as EPC contracts where a consulting engineering company typically acts as a subcontractor.

5.4 Markets in Norway Multidisciplinary consulting engineering companies offer their services across a large variety of markets, which often will have different kind of market drivers.

5.4.1 Buildings and properties The market for buildings and properties includes inter alia commercial buildings (offices, retail, hotels & resorts, industry), social infrastructure (health, education, culture, sports & leisure) and residential buildings. One of the main drivers in such a market is population growth, especially in large urban areas such as Oslo where the activity is higher than in less densely populated areas. Investing in public sector is often used as a political tool in order to stimulate investment when market is slowing down. Consulting engineering companies

would typically monitor the growth in mainland economy and budgeted expenditure for state‐owned entities such as Statsbygg and Helsebygg in order to predict the activity level going forward. Statsbygg’s investment plan in NOK million is shown below:

Source:Statsbygg, conference material, not publicly available information A large number of projects are either in the planning stage or under construction, many of which are complex projects that will require consulting engineering. The new Gardermoen (Oslo) and Flesland (Bergen) airports are among the largest and most noticeable, and are currently in the planning and construction phase. Work is also ongoing on the merging and re‐location of several smaller short‐runway airports in outlying districts. However, the largest land‐based project under planning in Norway is the new fighter base at Ørlandet in Trøndelag. This is an example of a project which requires specialised consulting engineering with regards to issues such as for example noise protection. Several prestigious projects related to culture and education are also under planning, headlined by projects such as the new National Museum, new Munch Museum, new National library in Oslo and a new veterinary institute under construction at the Norwegian University of Life Sciences in Ås outside Oslo (Norges miljø‐ og biovitenskapelige universitet). New construction and rehabilitation of hospitals in all health regions is also under planning with important projects such as Haukeland Hospital in Bergen, the new Buskerud and Østfold hospitals in addition to several re‐locations of smaller local hospitals.

5.4.2 Industry Historically, Norway was to a large extent an industrial nation, but has recently been challenged by high cost levels and relatively few major investments. Acknowledging the fact that Norway has an inherent cost disadvantage implies that the Norwegian industry sector relies on other sorts of comparative advantages in order to thrive. Traditionally, access to low cost electricity through abundant resources of hydro power has been such a competitive advantage, but going forward this may to a larger extent be linked to knowledge and competence. Industries where Norway currently possesses a competitive advantage are fish farming, mining and metals, pharmaceuticals and food, oil and gas and shipbuilding. These are also the industries in which Norwegian consulting engineering companies are world‐leading and highly recognised. Hydro’s next‐generation electrolysis technology pilot plant at Karmøy is an example of large projects under development. The Norwegian industry production and the trade weighted FX rate (a rising figure implies a depreciating NOK) is shown below:

Industry production Trade weighted FX rate

Source: Statistics Norway, https://www.ssb.no/en/energi‐og‐industri/statistikker/pii and Norges Bank, http://www.norges‐ bank.no/en/Statistics/exchange_rates/Calculated‐rates‐‐‐explanation/

5.4.3 Oil and gas The oil and gas industry encompasses both land based and offshore activities. Consulting engineering is an integral part of the planning and development of land based structures and facilities such as terminals, landfalls and pipelines, docks and harbours, storage facilities, process plants, supply bases and electrification. However, engineering services are equally important with regards to offshore activity, focusing on subsea structures and foundations, offshore and arctic concrete structures, marine steel structures for fixed and floating units and topsides including living quarters and different kind of modules (process, utility, drilling). Historical figures and a forecast of oil and gas turnover on the Norwegian Continental Shelf is set out below.

Source: Statistics Norway, https://www.ssb.no/en/energi‐og‐industri/statistikker/oljeinv

5.4.4 Transportation and Infrastructure Encompassing roads, rail, bridges & tunnels, coastal maritime transport, water and sewage, this particular market is dominated by public sector funding with Statens Vegvesen, Jernbaneverket and different municipalities being the main clients. This implies that growth depends on public spending and infrastructure investments. In the most recent National Transportation Plan 60% of spending is allocated to roads, 1/3 is allocated to rail and the rest is allocated to the remaining categories (inter alia coastal marine transport). The annual average spending (NOK billion) in the National Transportation Plan is shown below:

Source: National Transportation Plan 2014, http://www.ntp.dep.no/English Major investments will be made in the Norwegian railway system over the next 10‐20 years and the new railway heading south from Oslo, Follobanen, will be the largest individual project within the transportation sector in the years to come. Total investments up until 2022 are estimated to NOK 29 billion. Similar projects are under planning for other stretches/locations such as for example Ringeriksbanen, while there are also ongoing investments in tramways and rail in order to increase capacity to be able to serve the increasing population in the larger cities. Examples are Bybanen and the new Ulriken tunnel in Bergen as well as the new railway stretches Eidsvoll‐Hamar and Farisseidet‐Porsgrunn.

Several major motorway projects in and around the most heavily populated areas are also under development, with focus on major road, bridge and tunnel projects with the purpose of linking regions and reducing exposure to avalanches and rock slides. Examples are several stretches of E6 and E18, ferry free roads in the west of Norway and large bridge projects such as the Hardanger Bridge and Nordland Bridge.

5.4.5 Energy Moderate increase in power consumption is supported by population growth, electrification of the Norwegian continental shelf and interconnection to foreign power systems. Grid investments by Statnett and other regional utility companies is a major driver for the power sector market in Norway. Statnett alone is expected to invest NOK 5‐7 billion each year for the next ten years. There is a need for upgrade of the national grid, new interconnectors, connection to new renewable energy projects. Production of power in Norway is mainly related to hydropower, with new capacity in the form of small greenfield hydropower plants. Norwegian consulting engineers are on the forefront on this particular field and are engaged in relation to construction, maintenance and upgrades. Within the Norwegian market there is also potential for wind power development which has not yet been initiated due to unfavourable power and certificate price levels. An overview of expected investments in the Norwegian power sector going forward is provided below:

Source: Thema consulting group (assuming a share of consultancy equal to 5%)

5.4.6 The International market Given the strong position of Norwegian engineering consulting firms within the hydro electrical power generation and transmission, oil and gas, and costal, marine, and arctic construction sectors, Multiconsult experiences a strong international demand for their services within these areas. Accordingly the Company has taken measures to strengthen their international offering. Measures include Multiconsult UK's dedicated efforts within renewable energy and Multiconsult Polska's dedicated efforts within oil and gas projects.

6. BUSINESS OF THE GROUP

6.1 Overview

6.1.1 Corporate information Multiconsult ASA is a public limited liability company (Nw. allmennaksjeselskap) organised and existing under the laws of Norway in accordance with and pursuant to the Norwegian Public Limited Liability Companies Act, with registration number 910 253 158 in the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). The commercial name of the Company is Multiconsult. The Company was incorporated on 28 December 1973, but represents a continuation of the business of Norsk Vandbygningskontor which was established in 1908. Multiconsult ASA is the parent company of the Multiconsult Group, which includes several subsidiaries in Norway and abroad. The Company’s headquarter is at Nedre Skøyen vei 2, 0213, Oslo, Norway, telephone +47 21 58 50 00. The Company’s website is www.multiconsult.no.

6.1.2 Products and services Multiconsult engages in consulting and project management, working within the six business areas (i) Buildings and properties, (ii) Industry, (iii) Oil and gas, (iv) Transportation and infrastructure, (v) Energy, and (vi) Environment and natural resources. The Group has multidisciplinary business units located across 27 offices in the largest Norwegian cities, with a total of 1,724 employees as at year end 2014. Multiconsult engages in three main types of activities; project management, consulting and engineering across various stages across a project’s life cycle as illustrated below:

Multiconsult provides technical planning and engineering through‐out all project phases. In the early stages of a project, Multiconsult provides examination and analyses of planning and strategy alternatives such as strategic environmental and social assessment, site screening and identification. During concept phases, concepts and design alternatives are developed before moving on to Front End Engineering and Design ("FEED"). This phase is also referred to as Basic Engineering and covers engineering definition of the chosen concept and cost estimates. During the detailed engineering phases specifications and construction drawings detailing all engineering aspects for the construction of a project, are provided. Detail engineering can be delivered as a standalone service or as part of EPC/turnkey contracts1. During Operation and Maintenance, Multiconsult has a technical support role and provides full engineering services for repairs, maintenance and upgrades up until the facility is dismantled. Beyond technical engineering, Multiconsult provides advisory services to clients beyond the scope of a single project. This includes strategy and market advisory services as well as specialised technical services such as geotechnics and health, safety and environment.

1 Under an Engineering, Procurement and Construction («EPC») contract, the contractor designs the installation, procures the necessary materials and builds the project, either directly or by subcontracting part of the work. Under a turnkey contract the contracted product is delivered so that it could be sold to any buyer as a completed product.

Management services are offered to clients either as a standalone service, as capacity support or as part of larger multidisciplinary engineering services. Multiconsult secures contract through several channels:  Single assignments secured through competitive public tenders. Public tenders are identified through public tender websites such as Doffin  Single assignments secured through direct orders from clients in compliance with applicable regulations (ex: contract value above a certain threshold limit must be submitted to public tenders)  Frame agreement orders secured through open or closed competitions Contracts can be secured as a standalone provider, with or without sub‐contractors or in alliance consortium or special purpose companies.

6.1.3 Buildings and properties Multiconsult has experience in the planning of all types of buildings. The Group conducts consequence analyses, draws up development plans and provides project management for rehabilitation and development of buildings. In order to ensure optimal and efficient information transfer between all participants in building projects Multiconsult is using building information models ("BIM") in its projects. Multiconsult is an advisor to Norway's adaptation of Building Research Establishment Environmental Assessment Method (BREEAM), a worldwide energy labelling system for design, construction, operation and use. Important projects are typically large office buildings and hospitals. Multiconsult has developed niche expertise on heritage and protected buildings, existing buildings and facilities management. The focus is on sustainable, long‐term solutions, and the Group plans for future operation, maintenance and development from the very early stages – so called "life planning".

6.1.4 Industry Multiconsult has provided services to Norwegian industrial development projects for more than 100 years. Multiconsult offers complete, multidisciplinary consultancy and project design services during all project phases, ranging from strategy and alternative assessments to finished operational installations. Multiconsult provides reports, project development, project management, project administration, project leadership, etc. Prior to handing over an operational installation, the Group assists the client in dealing with project design and the procurement/contracting of process equipment and buildings with all technical systems, as well as building management, follow‐up and commissioning. The Company has a variety of projects from large, multidisciplinary projects involving new buildings/alterations to small, individual specialist projects.

6.1.5 Oil and gas Multiconsult has been participating in onshore oil and gas industry projects since its incorporation in 1973, and has developed its expertise and knowledge through close cooperation with major Norwegian and international oil and gas companies and the supplier industry in general. Multiconsult offers services throughout the whole value chain, from preliminary phase studies via FEED to detailed engineering, construction follow up, handover and later modifications and maintenance. Multiconsult's range of activities typically comprises site surveys, design development, engineering and supervision of engineering and construction for the oil companies and the supply industry. Over the past 30 years, Multiconsult has been involved in the development of all onshore oil and gas terminals and plants in Norway. The Group has also been involved in the development of onshore plants in Russia and South‐East Asia. Services are offered for landfalls, pipelines, terminals, process plants, utility systems, marine facilities, storage and export facilities, and cover the entire value chain from green field projects to modification of existing plants. The Group’s experience covers fixed and floating structures, marine concrete structures, steel structures, steel modules, living quarters and dry docks for marine gravity based structures. Multiconsult has participated in the design of all concrete platforms delivered by Aker Solutions/Kvaerner since 1990 and has also worked on all onshore Statoil facilities.

Multiconsult has focused on creating a competitive advantage in the area of coastal, marine and arctic construction, and has a resource centre for arctic and marine technology located in Tromsø. This expertise also includes geotechnical and general multidisciplinary engineering competence, which is offered through tailor made solutions for projects worldwide. Multiconsult has two marine vessels with drilling equipment for seabed investigation in shallow waters. The vessels can operate on depths of approximately 40 meters.

6.1.6 Transportation and infrastructure Multiconsult is involved in all types of infrastructure and urban planning projects. The Group offers different services ranging from traffic and transport to water supply and sewage, landscape and area plans. Multiconsult has experience in developing holistic solutions for railroad and intercity projects in Norway. The Group provides all aspects of consultancy and advising during the concept and development phase and throughout a project by providing planning and project design services, as well as project management during the construction period, for both large and small projects. The main priority is complex infrastructure projects which require multidisciplinary engineering. Multiconsult has a proven track record in delivering major road projects in Norway. Multiconsult specialises in rail centres including superstructures and rails signalling and safety systems including European Rail Traffic Management System, rail power supply, power systems, telecommunications systems, and conducting wires. Multiconsult has been involved in a number of major central construction plans and several strategic railway assignments in recent years.

6.1.7 Energy Multiconsult has more than 100 years of experience in the hydropower sector in Norway and has been involved in a number of projects in developing countries, which includes projects also carried out through the affiliated brand Norplan. The Group’s expertise covers technology areas such as hydropower, wind power, solar power, bioenergy and district heating, and Multiconsult provides services throughout the entire lifespan of a project, including greenfield projects, preliminary studies, detailed project design and construction supervision, commissioning and decommissioning. Within transmission and distribution the Group also provides solutions for sustainable power systems in combination with project implementation and coordination. In addition to technical project design work, the Company’s consultancy team engages in research, analysis and consultancy on energy markets, politics and technology. Multiconsult offers consultancy, engineering and project management to energy companies, project developers, entrepreneurs, technology developers, and public decision‐making bodies. This work includes helping clients in making qualified and well‐founded decisions based on thorough analysis and continuously updated technical understanding. Multiconsult consults mainly within three different categories; due diligence and investments, energy systems and regulatory matters and energy for development.

6.1.8 Environment and Natural Resources Multiconsult provides services within environment and natural resources like environmental geology, polluted soil and sediments, and is experienced in identifying environmentally harmful substances and components in buildings and other structures. In addition, Multiconsult also provides advice and expertise on matters such as noise and acoustic monitoring, pollution and environmental management.

6.2 Competitive strengths Multiconsult has a reputation as a reliable supplier of engineering consulting services built‐up through more than 100 years of operations. Through its predecessor Norsk Vandbygningskontor, Multiconsult has solid experience within hydro power. Hydro power is a large part of Multiconsult’s international offering. Because of its long history, Multiconsult has built up structural capital and a track record of large, diversified projects. Having access to high‐quality projects is among the most crucial competitive advantages, both from the client and employee perspective. The Group has also developed a strong position within geotechnical services. Multiconsult has a solid position with regards to attracting new employees, documented by Universum’s Employer Attractiveness Ranking 2015 where Norwegian engineering students have ranked the Company as the fourth most attractive employer overall, and above all of its competitors, in engineering consulting. Seasoned employees rank Multiconsult as the second most attractive employee among consulting engineers.

Multiconsult’s workforce has a high level of education, approximately 59% hold a master degree while 2% hold a Ph.D degree.

6.3 Competition Multiconsult operates in a highly competitive environment, where all competitors offer similar services. However, due to the high complexity, competitors often co‐operate on larger projects. Multisonsult's current competitors are other Norwegian and Scandinavian engineering consulting firms such as Norconsult, Sweco, Rambøll, ÅF Consult COWI, and smaller Norwegian firms, as well as a few international companies. The Company does not expect any material changes in the competitive landscape going forward.

6.4 Strategy Multiconsult has a communicated goal of becoming the key Norwegian player with strong international presence, setting new industry standards in Norway in terms of profit margin. Further, Multiconsult wants to be a leading, highly regarded and admired specialist and the most attractive employer for consulting engineers, leading the way in focusing on customer perceived quality. Multiconsult targets to be the company with the best reputation in the industry in Norway. In order to reach these goals, Multiconsult defined a 5‐year plan in 2012, referred to as the "3‐2‐1 strategy". Within 2017, Multiconsult aims to be three times as profitable by reaching EBIT of NOK 300 million, have doubled its turnover compared to 2011 to NOK 3,000 million, and become the number one brand within its industry. There can, however, be no assurance that these goals will be reached.

6.4.1 Main Focus The "3‐2‐1 strategy" includes the following elements:  Focus on growth, both organic and through acquisitions, in order to increase net operating revenues.

 Increase competitiveness by developing a model for offshoring that enables utilisation of low cost labour from outside Norway specially trained to work on projects in Norway  Pursue growth opportunities outside Norway in renewable energy and oil and gas onshore facilities  Increase profitability across the organization through improved project management focusing on reduced writedowns of projects and reduction in clients' claims.  Strengthen leadership through leadership development programs There can, however, be no assurance that these goals will be reached.

6.4.2 M&A strategy

As part of the "3‐2‐1 strategy", the Group recognises that a large amount of growth has to come from M&A activity, which historically has accounted for an important contribution to the historical growth.

6.5 History and important events The table below provides an overview of key events in the Multiconsult's development Year Event 1908 Norsk Vandbygningskontor ("NVK") a predecessor to The Company, is founded by Rangvald Lie

1909 NVK is responsible for the projecting of Frøland power station

1916 Completion of power station at Glomfjord for Norsk Hydro

1937 NVK builds a power plant at Haugfoss in Simoa

1945 Formation of Ing. E.N. Hylland AS ("Hylland"), a predecessor to The Company

1947 NVK is responsible for the projecting of Nedre Vinstra power station

Year Event 1952 The Winter Olympics are held in Oslo. Hylland involved in the modernisation of Holmenkollen ski jump

1963 Sivilingeniørene Apeland & Mjøset AS ("Apeland & Mjøset") is responsible for the projecting of Lista Aluminium plant

1964 Apeland & Mjøset acquire Hylland and heads the project of establishing Europe’s largest artificial ice surface at Valle Hovin

1974 Apeland & Mjøset is reorganised and the Multiconsult brand is established (Stiftelsen Multiconsult becomes the majority shareholder)

1975 Multiconsult compiles the design criteria for the Ekofisk Tank for Mobil

1985 Design of the gas terminal Kårstø for Statoil

1987 Completion of Norges Bank’s new building, Multiconsult’s largest project until then

1988 Multiconsult establishes a project office in Lillehammer

1994 Design of Gjøvik Cavern Hall

2003 Multiconsult is contracted to design the plants at Melkøya near Hammerfest

Multiconsult acquires NVK and strengthens its position within hydraulic power, as well as its international presence

2009 Multiconsult involved in the development of Barcode in Bjørvika in Oslo

2012 Projecting of the Barcode area in Bjørvika, Oslo

2014 Multiconsult wins technical consultancy framework for Follobanen, one of the largest ongoing infrastructure projects in Norway

2015 Multiconsult signs a contract for the design phase of Hydro’s planned Pilot Plant at Karmøy

6.6 Operational structure The following chart shows the operational structure of Multiconsult.

See below for a description of the operational entities. For legal structure please see Section 6.7 "—Legal structure".

6.6.1 Group Finance & Corporate governance Responsibilities cover corporate accounting, finance, controlling, procurement and corporate governance. The department is located in Oslo and headed by Anne Harris, who is the EVP and CFO of the Company.

6.6.2 Market, Strategy & Innovation Responsibilities comprise strategy process, M&A, market surveillance and analysis and innovation processes. The department is located in Oslo and is headed by Øyvind Holtedahl.

6.6.3 Human Resources & Organization Comprises organizational and leadership development, compensation and benefits, HSE, CSR and compliance. The department is located in Oslo and headed by Elisabeth Melander Stene.

6.6.4 Group Projects Responsible for the Group's methodology development and framework for project management. The department is located in Oslo and headed by Ola Dalen.

6.6.5 Greater Oslo area The unit is headed by Grethe Bergly and comprises Oslo, Region Østfold (located in Fredrikstad and Moss) and Region BVT (located in Skien, Tønsberg and Drammen). In addition it covers the responsibility for market surveillance for Hedmark and Oppland. The unit provides services within all business areas.

6.6.6 Regions Norway The unit is headed by Lars Opsahl and comprises Region Nord (located in Trømsø, Narvik, Alta, Vadsø, Bodø, Sortland, Svalbard and Kirkenes), Region Midt (located in Trondheim, Ålesund and Steinkjer), Region Vest

(located in Bergen), Region Sør‐Vest (located in Stavanger and Egersund) and Region Sør (located in Grimstad and Kristiansand).

6.6.7 International The Group's international operations are partly carried out through the Company and partly through the Company's international and affiliated companies. Øyvind Holtedahl, acting EVP International Operations, is responsible for the Company's international subsidiaries and affiliated companies and has the position as chairman of the board of directors in such companies. A more detailed description of the international subsidiaries is provided in the following Section.

6.7 Legal structure Multiconsult ASA is the parent company in the Group. See corporate chart included below: The Company's wholly‐owned subsidiaries are Multiconsult Stord AS (Norway), Multiconsult Analyse & Strategi AS (Norway), Multiconsult UK Ltd (UK), Multiconsult Asia Pte. Ltd (Singapore), Multiconsult Polska (Poland) and Multiconsult Rus OOO (Russia). See corporate chart included below:

See below for a description of the Company’s subsidiaries.

6.7.1 Multiconsult Stord AS Multiconsult Stord AS ("Multiconsult Stord") is a wholly‐owned private limited company incorporated in Norway with company registration number 865 285 752 in the Norwegian Register of Business Enterprises (Nw: Foretaksregisteret). The company was founded on 1 January 1981 and became part of Multiconsult in 2013. Multiconsult Stord provides engineering services to suppliers to the oil industry, and to all kinds of onshore facilities, indoor spaces and buildings. The company works closely with Multiconsult’s other oil and gas engineers. The subsidiary is domiciled in Norway at the following business address: Multiconsult Stord AS Nattrutekaien 9 5411 Stord Norway For more information please see www.vest‐consult.no.

6.7.2 Multiconsult Analyse og Strategi AS Multiconsult Analyse og Strategi AS ("Analyse og Strategi") is a wholly owned private limited company incorporated in Norway with company registration number 991 453 326 in the Norwegian Register of Business Enterprises. The company was founded in 2007. Analyse og Strategi provides analysis and consultancy services in the fields of community and economic development, and provides assistance to decision‐making bodies in both the public and private sector – at local, regional and national level. The company specialises in the transport, energy and industrial sectors, as well as in regional business development and buildings and properties. The company’s interdisciplinary team consists of highly qualified and experienced staff with a background in business management, geography, economics, political science and engineering.

The subsidiary is domiciled in Norway at the following business address: Multiconsult Analyse og Strategi AS Nedre Skøyen vei 2 0276 Oslo Norway For more information please see www.analysestrategi.no.

6.7.3 Multiconsult UK Ltd Multiconsult UK Ltd ("Multiconsult UK") is a wholly owned private limited company incorporated in the UK. The company was established in December 2012 in order for Multiconsult to strengthen its position in the international market for hydroelectric power stations. Multiconsult UK was created with the transfer of all of the staff from the hydropower division of URS Corporation in the UK. The team provides full capabilities in the Hydropower and Dam sector covering civil, mechanical and electrical services and covers front studies, engineering design, and site supervision. The subsidiary is domiciled in the UK at the following business address: Multiconsult UK Ltd 4th Floor International House Dover Place Ashford Kent TN23 1HU United Kingdom For more information please see www.norplanhp.com.

6.7.4 Multiconsult Asia Pte. Ltd Multiconsult Asia Pte. Ltd ("Multiconsult Asia") is a wholly‐owned private limited company incorporated in Singapore. Multiconsult Asia was established in March 2013. The company has won contracts in Singapore, and will geographically focus on the markets in South‐East Asia, particularly in the oil and gas sector. The subsidiary is domiciled in Singapore at the following business address: Multiconsult Asia Pte. Ltd 2 Kaki Bukit Place, #02‐00 Tritech Building Singapore 416180 For more information please see www.multiconsult‐asia.com.

6.7.5 Multiconsult Polska Multiconsult Polska consists of approximately 80 employees with competence within the business areas transportation, oil and gas. The business operates from Poland and is an integrated part of the Groups total professional environment within transportation, oil and gas.

6.7.6 Multiconsult Rus LLC Multiconsult Rus LLC was established in 2009 with registered office in St. Petersburg. Business and financial position of Multiconsult Rus LLC is negligible and not consolidated in the Group's consolidated financial statements

6.7.7 Associated companies and joint ventures In addition the above subsidiaries the Company also holds minority interests in the following entities: 32% of the shares in LINK Arkitektur AS (Norway), 50% of the shares in Norplan AS (Norway), 36% of the shares in FPS AS (Norway), 27.5% of the shares in Consortio SAM (Chile), 40% of the shares in NEWPLAN Ltd (Uganda) and 49% of the shares in NORPLAN Tanzania Ltd (Tanzania).

See corporate chart included below:

6.8 Customers The Group has a customer base consisting of approximately 3,700 customers. The five largest customers in 2014 were Statens Vegvesen, Kværner, Statsbygg, Jernbaneverket and Forsvarsbygg, which accounted for 35% of net operating revenues. The 100 largest customers accounted for 77% of net operating revenues. A more detailed description is provided in Section 5 "Industry and market overview". For further details please see Section 9.2 "Operating and financial review—Key factors affecting the Group's results of operations and financial performance".

6.9 Legal proceedings The Group completes a significant number of projects over the course of a year, and is in the course of ordinary business, involved in a number of discussions/disputes with its customers. The discussions/disputes typically relate to compensation for the Group's services, whereby the customers refuse to pay, or delay payment of, parts of invoiced contract price due to alleged errors made by the Group. Some of these disputes results in legal proceedings. However, most of these discussions and disputes are amicably resolved and concern amounts which are not considered significant. The Group regularly evaluates its current disputes and makes accounting provisions based on the merits of the claims made against the Group. The provisions made are calculated on the basis of the relevant estimated costs, including legal fees, excesses on insurance policies, compensation and interest. In the Consolidated Financial Statements (as defined in Section 8.1) for 2014, the Group has made accounting provisions for project responsibility in the aggregate amount of approximately NOK 28 million. The Company is currently involved in a litigation related to the student housing project Grønneviksøren in Bergen. The Company has been sued by Studentsamskipnaden in Bergen ("SIB"), which claims design errors and that the Company has acted with gross negligence. The total claim amounts to NOK 263 million. On 30 January 2015, the Bergen District Court delivered a judgement in the case, wherein Multiconsult was not found liable for the claims. SIB has appealed the judgement. Besides this neither the Company nor any other company in the Group are, nor have been during the course of the preceding twelve months, involved in any legal, governmental or arbitration proceedings which may have, or have had in the recent past, significant effects on the Group’s financial position or profitability, and the Company is not aware of any such material proceedings which are pending or threatened.

6.10 Property and plants The Group has minor investments in equipment such as drilling vehicles and vessels in addition to IT equipment. Multiconsult currently has approximately 40 ongoing leasing contracts for offices (approximately 47,200 m2), archives (approximately 2,800 m2), workshops (approximately 1000m2), laboratories (approximately 400 m2) and parking spaces, of this, approximately 1,100 m2 (primarily offices) are sub‐leased. The aggregate annual leasing cost under such lease contracts is approximately NOK 90.8 million including lease of parking spaces with NOK 5.4 million. This equals an average cost per square meter of approximately NOK 1,665 excluding parking spaces. The lease agreements also include provisions requiring the lessors’ consent to the change of company form, from Multiconsult AS to Multiconsult ASA.

6.11 Research and development, dependency on contracts, patents and licenses

6.11.1 Research and development Multiconsult pursues research and development both internally and externally. Within the organisation R&D activities are normally carried out through projects across divisions and business areas. External R&D projects are mainly carried out in collaboration with research institutions, strategic partners and customers, usually supported by The Research Council of Norway over a period of 3‐5 years. In addition, there are several PhD programs conducted towards the Norwegian University of Science and Technology (Nw.: Norges teknisk‐ naturvitenskaplige universitet) ("NTNU") with every PhD normally spanning a period of three years.

6.11.2 Dependency on contracts In the normal course of business the Group enters into numerous contracts, but the Group is not materially dependent upon any single contract. In addition, Multiconsult has established procedures for assessing the creditworthiness of customers, and the potential need for bank guarantees or other risk‐mitigating measures.

6.11.3 Patents and licenses

The Group does not have any patents or licenses of material importance.

6.11.4 Dividend Policy The Company's ambition is to distribute at least 50% of its net income. When deciding the annual dividend level the Board of Directors will take into consideration expected cash flow, capital expenditure plans, financing requirements and appropriate financial flexibility. For a description of the legal constraints on the distribution of dividends please see Section 14.5 "Shareholder matters and Norwegian company and securities law—Distribution of dividends". For an overview of the dividend history see table below: Year Dividend Dividend per share 2012 NOK 31,481,040 NOK 12 2013 NOK 35,416,170 NOK 13,5 2014 NOK 44,601,540 NOK 17 2015 NOK 275,600,000 NOK 105

The dividend payments for 2015 were resolved at the Company's annual general meeting on 16 April. NOK 84 million of the total dividend amount was an ordinary dividend payment which was paid out immediately following the general meeting. The remaining NOK 191.6 million was an extraordinary dividend payment which is subject to the Company successfully completing the Listing. Payment date for the extraordinary dividend payment is expected to be on or about 22 May 2015.

7. CAPITALISATION AND INDEBTEDNESS

The information presented below should be read in conjunction with the other parts of this Prospectus, in particular Section 8 "Selected Financial and Other Information" and Section 9 "Operating and financial review", and the Consolidated Financial Statements and the notes related thereto, as attached to this Prospectus as Appendix B.

7.1 Capitalisation The following table sets forth information about the Group’s consolidated capitalisation as at 31 December 2014.

(In NOK thousand) As of Indebtness 31 Dec 2014 Total current debt ‐ Guaranteed 0 ‐ Secured 0 ‐ Unguaranteed/unsecured 623 055

Total non‐current debt ‐ Guaranteed 0 ‐ Secured 0 ‐ Unguaranteed/unsecured 255 251 Total indebtness 878 306

Shareholders' equity Share capital 13 125 Other paid in capital 13 320 Other reserves 393 469 Total shareholders' equity 419 914 Total capitalization 1 298 221 The Company's overdraft facility and guarantee facility with Nordea Bank Norge ASA contained negative pledge clauses at December 31, 2014. In March 2015 this was waived, pending listing within September 2015. As further described in Section 9.6.1 "Operating and financial review—Liquidity and capital resources—Sources and use of cash", the Company's overdraft facility with Nordea Bank Norge ASA was renewed on 14 April 2015.The Company has made provisions in the aggregate amount of NOK 37 million as further described in note 19 of the Consolidated Financial Statements for 2014.

7.2 Net financial indebtedness The following table sets forth information about the Group’s net financial indebtedness as at 31 December 2014. As of (In NOK thousand) 31 Dec 2014 A. Cash 1) 294 036 B. Cash equivalent 154 575 C. Trading securities 0 D. Liquidity (A) + (B) + (C) 448 611 E. Current financial receivables 0 F. Current bank debt 0 G. Current portion of non‐current bank debt 3 471 H. Other financial debt 0 I. Current financial debt (F) + (G) + (H) 3 471 J. Net current financial indebtedness (I) ‐ (E) ‐ (D) ‐445 140 K. Non‐current bank debt 6 943 L. Bonds issued 0 M. Other non‐current financial debt 0 N. Non‐current financial indebtedness (K) + (L) + (M) 6 943 O. Net financial indebtedness (J) + (N) ‐438 197 1) Cash include restricted bank accounts of 76 358. Restricted funds at 31 December 2014 are mainly employee tax deduction funds in the Company of NOK 63 807 in addition to restricted funds in projects in Multiconsult Polska of NOK 11 037. Cash and cash equivalents at 31 December 2014 are primarily in the relevant company's functional currency, of which NOK 55 400 in Zloty in Multiconsult Polska, and the remaining primarily in NOK in the Company and Norwegian subsidiaries Cash equivalents are money market funds. The Group holds no fixed interest deposits or liabilities and is therefore not exposed to fair value interest risk. See note 3 to the Consolidated Financial Statements for the years ended 2014 and 2013 for information on the maturity of interest bearing liabilities and interest rates for further information. See table below for information on the Company's maturity of interest bearing liabilities and interest rates.

Maturity profile interest bearing financial liabilities end of April 2015 In NOK thousand 2015 2016 2017 Total Interest‐bearing liabilities 3 517 4 689 2 345 10 551 Calculated interest on interest bearing liabilities 262 149 16 428 Interest‐bearing liabilities including interest 3 779 4 838 2 361 10 978

7.3 Working capital statement The Company is of the opinion that the working capital available to the Group is sufficient for the Group’s present requirements, for the period covering at least 12 months from the date of this Prospectus.

7.4 Contingent and indirect indebtedness As at 31 December 2014 and as at the date of this Prospectus, the Group did not have any contingent or indirect indebtedness, except for the off‐balance sheet arrangements described in Section 9.10 "Operating and financial review—Off‐balance sheet arrangements".

8. SELECTED FINANCIAL INFORMATION

8.1 Introduction and basis for preparation The following selected financial information has been extracted from the Group’s audited consolidated financial statements as of, and for the years ended, 31 December 2014 and 2013 prepared under the International Financial Reporting Standards as approved by the EU ("IFRS") and as of, and for the years ended, 31 December 2013 and 2012 prepared under the Norwegian Generally Accepted Accounting Principles ("NGAAP") (in aggregate: Consolidated Financial Statements"). The Consolidated Financial Statements described above are included in Appendix B to this Prospectus. The selected consolidated financial information included herein should be read in connection with, and is qualified in its entirety by reference to, the Consolidated Financial Statements and should be read together with Section 9 "Operating and financial review".

8.2 Summary of accounting policies and principles For information regarding the Group’s accounting policies under IFRS and the use of estimates and judgements, please refer to Note 2 and 2A of the Consolidated Financial Statements prepared under IFRS as of, and for the years ended, 31 December 2013 and 2012, included in this Prospectus as Appendix B. For information regarding the Group’s accounting policies under NGAAP, please refer to Note 1 of the Consolidated Financial Statements as of, and for the years ended, 31 December 2013 and 2012, included in this Prospectus as Appendix B.

8.3 Selected data from the consolidated statements of income The table below sets out selected data from the Group’s consolidated statement of income for the years ended 31 December 2014, 2013 and 2012.

Share of profit/loss of equity accounted investments 6 961 3 342 ‐4 319 2 068

FINANCIAL INCOME AND EXPENSES

Financial income 11 629 8 166 8 166 9 150 Financial expenses 2 823 2 430 721 610 Net financial items 8 806 5 736 7 445 8 540

Profit before tax 227 608 229 519 141 896 133 631

Income tax expense 60 899 63 327 45 008 39 060

Profit for the period 166 708 166 192 96 888 94 571 Attributable to: Owners of the Company 166 708 166 192 96 888 94 571

Earnings per Share Not Ordinary 63.5 63.3 reported Not reported Not Diluted 63.5 63.3 reported Not reported

Earnings per Share is calculated by dividing "profit for the period" by the weighted average number of issued Shares (excluding treasury Shares) for the year as further described in note 23 to the Consolidated Financial Statements for 2014.

8.4 Selected data from the consolidated statement of comprehensive income The table below sets out selected data from the Group’s consolidated statement of comprehensive income for the years ended 31 December 2014 and 2013. Year ended 31 December (Amounts in NOK thousand) Year 2014 Year 2013 Profit for the period 166 708 166 192

Other comprehensive income Remeasurement of defined benefit obligations ‐177 749 ‐87 689 Tax 47 992 22 395 Total items that will not be reclassified to profit or loss ‐129 757 ‐65 294

Currency translation differences 1 684 ‐227 Total items that may be reclassified subsequently to profit or loss 1 684 ‐227 Total other comprehensive income for the period ‐128 073 ‐65 521 Total comprehensive income for the period 38 636 100 671 Attributable to: Owners of the Company 38 636 100 671

8.5 Selected data from the consolidated balance sheets The table below sets out selected data from the Group’s consolidated balance sheet for the years ended 31 December 2014, 2013 and 2012.

Year ended 31 December 2014 2013 2013 2012

Total assets 1 298 221 1 114 514 1 142 886 971 851

EQUITY AND LIABILITIES Shareholders' equity Total paid in equity 26 445 26 438 26 438 26 437 Other equity 393 469 399 436 435 189 383 131 Total shareholders' equity 419 914 425 874 461 627 409 568

Total liabilities 878 306 688 640 681 259 562 283

Total equity and liabilities 1 298 221 1 114 514 1 142 886 971 851

8.6 Selected data from the consolidated statements of cash flows The table below sets out selected data from the Group’s consolidated statements of cash flows for the years ended 31 December 2014, 2013 and 2012.

Year ended 31 December 2014 2013 2013 2012 (In NOK thousand) IFRS IFRS NGAAP NGAAP CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax 227 608 229 519 141 896 133 631 Income taxes paid ‐48 347 ‐44 777 ‐44 777 ‐43 560 Depreciation, amortization and impairment 34 625 40 670 52 942 41 346 Non cash pension cost ‐10 944 ‐75 872 ‐14 053 ‐8 159 Changes in current assets, liabilities and other non cash effects ‐53 224 24 179 37 711 ‐15 176 Net cash flow from operating activities 149 718 173 719 173 719 108 082 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of fixed assets and shares 504 662 662 2 035 Payments for purchase of fixed assets ‐39 240 ‐41 727 ‐41 727 ‐29 074 Payments for purchase of equity accounted investments 4 142 ‐2 667 1 542 ‐8 962 Net cash effect of business combinations 19 309 ‐13 910 ‐11 642 0 Net cash flow from investing activities ‐ 15 285 ‐57 642 ‐51 165 ‐36 001 CASH FLOWS FROM FINANCING ACTIVITIES Paid dividends ‐45 615 ‐35 416 ‐41 893 ‐31 481 Proceeds from borrowings 09 048 9 048 ‐24 927 Net cash flow from financing activities ‐45 615 ‐26 368 ‐32 845 ‐56 408

Effect on cash and cash equivalents of changes in foreign exchange rates 3 576 000

Net increase/decrease in cash and cash equivalents 92 393 89 709 89 710 15 673 Cash and cash equivalents at the beginning of the period 356 218 266 509 266 509 250 836 Cash and cash equivalents at the end of the period 448 611 356 218 356 218 266 509

8.7 Selected data from the statements of changes in equity The table below sets out selected data from the Group’s consolidated statement of changes in equity for the years ended 31 December 2014 and 2013, as well as effects on equity at transition to IFRS at 1 January, 2013.

Attributable to equity holders of Multiconsult AS

SHARE OWN SHARE TOTAL PAID‐ RETAINED TRANSLATION (In NOK thousand) CAPITAL SHARES PREMIUM IN CAPITAL EARNINGS PENSION DIFFERENCE TOTAL EQUITY

31 desember 2012 ‐ NGAAP 13 125 ‐8 13 320 26 437 383 131 0 0 409 568 Equity effect of implementation of IFRS 1. January 2013 0 0 0 0 43 278 ‐92 228 0 ‐48 950 1 Januar 2013 13 125 ‐813 320 26 437 426 408 ‐92 228 0 360 618 Sale of own shares 0 1 0 1 00 0 1 Dividend 0 0 0 0 ‐35 416 0 0 ‐35 416 Total comprehensive income for the period 0 0 0 0 166 192 ‐65 294 ‐227 100 671 31 Desember 2013 13 125 ‐713 320 26 438 557 184 ‐157 521 ‐227 425 874 Sale of own shares 0 7 0 7 00 0 7 Dividend 0 0 0 0 ‐44 602 0 0 ‐44 602 Total comprehensive income for the period 0 0 0 0 166 708 ‐129 757 1 684 38 636 31 Desember 2014 13 125 0 13 320 26 445 679 290 ‐287 278 1 457 419 914

8.8 Selected segment information The Group has established a regional model and reported three geographic operating segments for 2014 and 2013: (i) Greater Oslo Area, (ii) Regions Norway and (iii) International. Segment information is accordingly included in the notes to the Consolidated Financial Statements as of, and for the years ended, 31 December 2014 and 2013 under IFRS. No segment information is available for the financial years ended 31 December 2013 and 2012 under NGAAP.

The table below sets out selected segment data as extracted from the Consolidated Financial Statements. 2014

(in NOK thousand) Greater Oslo Area Regions Norway International Unallocated Total Operating revenues 1 273 989 942 741 32 339 16 559 2 265 627 Net operating revenues 1 070 791 872 882 27 797 15 039 1 986 509 EBITDA 167 702 78 737 3 595 -3 567 246 466 Depreciation, amortisation and impairment 12 874 20 906 845 0 34 625 EBIT 154 827 57 831 2 750 -3 568 211 841 Equity method investments 0 0 1455 5506 6 961

Receivables 1) 302 074 203 643 19 125 2 962 527 803 # employees 788 727 102 107 1724

2013

(in NOK thousand) Greater Oslo Area Regions Norway International Unallocated Total Operating revenues 1 150 170 862 826 9 682 19 467 2 042 144 Net operating revenues 978 241 796 209 9 682 18 433 1 802 565 EBITDA 132 302 84 774 -6 042 50 075 261 109 Depreciation, amortisation and impairment 19 341 20 884 444 0 40 669 EBIT 112 961 63 890 -6 486 50 075 220 440 Equity method investments 0 0 0 3342 3 342

Receivables 1) 308 735 201 533 6 177 2 231 518 676 Number of employees 754 681 24 96 1 555

1) Receivables include accounts receivables and earned not invoiced revenues.

Assignments are staffed across segments. Revenues and expenses are reported in a segment based on where the employee is based.

8.9 Analysis of material differences between IFRS and NGAAP The following is an explanation of the significant differences between NGAAP and IFRS upon conversion of the Consolidated Financial Statements for 2013 from NGAAP to IFRS. Reference is also made to the separate note in the Consolidated Financial Statements for the years ended, 31 December 2014 and 2013 explaining the conversion effects. EQUITY Multiconsult Group TOTAL EQUITY Amounts in NOK thousand 1.1.2013 31.12.2013 Equity NGAAP 409 568 461 627 Reversal of dividend liability 35 416 44 602 Remeasurement defined benefit obligations after income taxes ‐92 228 ‐112 393 Adjustment equity method investments ‐4 256 3 405 Adjustment revenues and losses on receivables, after income taxes 12 118 16 972 Change in fair value of derivatives, after income taxes 0 ‐400 Reversal of goodwill amortisation 0 12 061 Total effects of implementation of IFRS ‐48 950 ‐35 753 Equity IFRS 360 618 425 874

Defined benefit obligations Remeasurement effects and past service cost were in NGAAP recognised to profit or loss over time. Consequently, the company showed net pension assets in its balance sheets. At transition to IFRS the Company updated the actuarial assumptions, performed new calculations and recognised the net defined benefit obligations in the balance sheets. This reduced equity at transition on 1 January 2013 by NOK 92 million and increased the net pension obligation by NOK 128 million and deferred tax assets by NOK 36 million. During 2013 parts of the pension plans were curtailed and settled, with a gain recognised in the statement of income in 2013 according to IFRS by NOK 48 million before tax. This was the main reason for reduced pension expense after tax of NOK 45 million in the 2013 IFRS income statement compared to the 2013 NGAAP income statement. Remeasurement of the net benefit obligation during the year and at December 31, 2013 increased net benefit obligations and deferred tax assets, with a net negative effect on other comprehensive income by NOK 65 million. Net interest is reported as part of financial items in the IFRS accounts instead of part of the net pension expense in the NGAAP accounts. Such net interest was NOK 1 million in 2013. Dividends According to NGAAP, dividend for the year declared at the annual general meeting that approves the annual financial statements is recognised as a liability and reduction to equity in the financial year it relates to. According to IFRS, dividend is recognised when approved. Such dividends were NOK 35 million at 1 January 2013 and NOK 45 million at 31 December 2013. Equity method investments Equity method investments were reduced as at 1 January 2013 by NOK 4 million for dividends that in the NGAAP financial statements were recognised to income prior to 1 January 2013 and adjusted as an expense in 2013 in the NGAAP accounts. For the IFRS accounts, this was adjusted to equity at 1 January 2013 and an opposite adjustment to the income statement in 2013. In addition, the NGAAP goodwill amortization in the NGAAP income statement for 2013 of NOK 3 million has been reversed in the IFRS income statement, see below.

Goodwill Goodwill related to business combinations and on equity accounted investments was amortised in NGAAP. According to IFRS, goodwill is not amortised but is subject to impairment testing. This had no effect on equity at 1 January 2013, but amortization and impairment in the NGAAP statement of income are reversed for 2013. Impairment tests at 1 January 2013 did not give rise to any impairment. In 2013 an impairment of goodwill was recognised in the NGAAP accounts. This impairment was also made in the IFRS account, increased by the related amortization not recognised on this goodwill in the IFRS accounts for 2013. The net effect was a reduction in amortisation and impairment by NOK 12 million, in addition to the effect on equity accounted investments mentioned. Business combinations prior to 1 January 2013 have not been restated. Fair value of derivatives In the NGAAP financial statements, unrealised changes in fair value of derivatives were not recognised. In the IFRS financial statements, changes in fair value are recognised through profit or loss. The reduction of profits for 2013 and equity at 31 December 2013 was below NOK 1 million. Revenues In the NGAAP financial statements, parts of the revenues related to services rendered were reduced based on general assessments without individual assessments of projects or documented experience. In the transition to IFRS, such provisions were deemed to be general provisions and therefore reversed. This increased equity by NOK 12 million at 1 January 2013 and NOK 13 million at 31 December 2013. In the NGAAP financial statements gross operating revenues and expenses included external partners' share of revenues and expenses in working partnerships where the Group is project coordinator. In the transition to IFRS, the assessment is that only the Group's share of such revenues and expenses should be included. Revenues and expenses have been reduced in 2013 by NOK 76 million, with no net income effects. Loss on receivables In the NGAAP financial statements, allowances for possible losses on receivables were made applying a specific percentage. This allowance was based on general assessments and without individual assessments of the receivables or based on experience with realised losses for a group of similar receivables. In the transition to IFRS, such provisions were deemed to be general provisions, and instead individual assessments were performed based on information that was available at the relevant points in time. The assessment was that part of the allowance made as of 31 December 2013 had to be reversed, with a positive effect on equity by NOK 4 million. Deferred tax Deferred tax has been recognised on the IFRS adjustments, except for parts of the amortization of goodwill and results from equity method investments. The tax effects are included in the descriptions above.

8.10 Auditor The Company’s auditor is Deloitte AS, with registration number 980 211 282 and business address at Dronning Eufemias gate 14, N‐0191 Oslo, Norway. Deloitte AS is a member of Den Norske Revisorforeningen (The Norwegian Institute of Public Accountants). Deloitte has been the Group’s auditor throughout the period covered by financial information included in the Prospectus. Deloitte AS’ audit reports on the Consolidated Financial Statements are included together with the Audited Financial Statements in Appendix B. Deloitte AS has not audited, reviewed or produced any report on any other information provided in this Prospectus.

9. OPERATING AND FINANCIAL REVIEW This operating and financial review should be read together with Section 4 "General information", Section 6 "Business of the Group", Section 8 "Selected financial information" and the Consolidated Financial Statements and related notes included in Appendix B of this Prospectus. The Consolidated Financial Statements as of, and for the years ended, 31 December 2014 and 2013 have been prepared in accordance with IFRS, as well as Norwegian disclosure requirements pursuant to the Norwegian Accounting Act as of 31 December 2014. The Consolidated Financial Statements as of, and for the years ended 31 December 2013 and 2012 have been prepared under NGAAP. For a more detailed description of the transition from NGAAP to IFRS see notes 1 and 25 to the Consolidated Financial Statements for 2014. The Consolidated Financial Statements have been audited by Deloitte AS, as set forth in their auditor’s reports included herein. This operating and financial review contains forward‐looking statements. These forward‐looking statements are not historical facts, but are rather based on the Group’s current expectations, estimates, assumptions and projections about the Group’s industry, business, strategy and future financial results. Actual results could differ materially from the results contemplated by these forward‐looking statements because of a number of factors, including those discussed in Section 2 "Risk Factors" and Section 4.3 "General Information—Forward‐ looking statements" of this Prospectus, as well as other Sections of this Prospectus.

9.1 Overview and presentation Multiconsult is a leading consulting engineering company in Norway with a history that dates back to 1908. See Section 5.2.2 "Industry and market overview—Competitive landscape" and Section 6.3 "Business of the Group—Competition" for an overview over the Group's market position and competitors. The Group comprises of the parent company, Multiconsult ASA, and six wholly owned subsidiaries in Norway and abroad, and has ownership interests in 6 other companies. The Group offers services to a large variety of industry sectors with different market drivers. The Group's core business concept is to deliver multidisciplinary advice and design which create value for customers, society, shareholders, employees and the Group. The Group’s principal activities involve consultancy, design, planning, project supervision, management, verification and controls in the following business areas:  Buildings and properties  Industry  Oil and gas  Energy  Transportation and infrastructure  Environment and natural resources The Groups business is managed through a geographical organisation, and projects are staffed by personnel from different parts of the Group depending on the expertise and capacity required. Operations are organised in three geographical segments:  Greater Oslo Area  Regions Norway  International For a more detailed description, see Section 9.1.1 "—Reporting segments". Multiconsult has a wide presence in Norway through its 27 offices throughout the country. In addition the Group has international presence through subsidiaries, project offices and business partners in a number of countries. The Group had 1,724 employees at 31 December 2014, including about 100 employees in wholly‐ owned subsidiaries outside Norway. The Group has a clear strategy for profitable growth based on acquisitions as well as organic growth. Operating revenues have increased with a compound annual growth rate of 10% during the last five years. Operating revenues in 2014 were NOK 2,265.6 million, up 10.9% from 2013. Net operating revenues (operating revenues less sub‐contractors and disbursements) came to NOK 1,986.5 million, a growth of 10.2%.

9.1.1 Reporting segments The Group’s activities are organised in three geographical segments. Revenues and expenses are reported in the segment where the employee is employed. The cost of administrative services, rent of premises, depreciation and so forth is allocated between the segments. Greater Oslo Area This segment comprises of the central area of eastern Norway, with offices in Oslo, Fredrikstad, Moss, Skien, Tønsberg and Drammen. Greater Oslo is the largest segment, accounts for about 53.9% of consolidated net operating revenues, and offers services in all six of the Group’s business areas. Net operating revenues for the segment came to NOK 1,068.2 million (NOK 978.2 million) in 2014. The 9.5% increase was primarily a result of increased orders. EBITDA came to NOK 167.7 million, significantly above the NOK 132.3 million achieved in 2013. The improvement is mainly caused by increased orders and the positive effect of concluded liability cases. Regions Norway This segment encompasses regional offices in Kristiansand, Stavanger, Bergen, Trondheim, Voss and Tromsø as well as subsidiary in Stord. It offers services in all six of the Group’s business areas. Regions Norway accounts for about 43.9% of consolidated net operating revenue. Regions Norway had total net operating revenues of NOK 872.9 million (NOK 796.2 million) in 2014. The rise of 9.6% was primarily a result of increased orders. EBITDA came to NOK 78.7 million, somewhat weaker than the NOK 84.8 million achieved in 2013. This decline was largely a consequence of higher expenses in certain regions. International The Group’s international business represents its third segment, and embraces subsidiaries in Poland, the UK, Singapore and Russia. Multiconsult UK primarily offers services in the energy sector, while Multiconsult Asia in Singapore concentrates mainly on the oil and gas sector. Multiconsult Poland offers services mainly in the transportation and infrastructure, environment and natural resources, and oil and gas sectors. Activity in Multiconsult Russia is small, and relates largely to services in the oil and gas sector. The international segment accounts for roughly 1.6% of the Group’s net operating revenues. Net operating revenues for the international business totalled NOK 32.3 million (NOK 9.7 million) in 2014. The solid increase first and foremost reflects the acquisition of Multiconsult Polska, which contributed some NOK 8 million in net operating revenues, as well as good growth at Multiconsult UK. EBITDA came to NOK 3.6 million, an improvement from the loss of NOK 6 million for the year before. Progress since 2013 reflects the growth of Multiconsult UK.

9.2 Key factors affecting the Group's results of operations and financial performance Multiconsult’s results of operations have been, and will continue to be, affected by a range of factors, many of which are beyond the Group’s control. The factors that management believes have had a material impact on the Group’s operating result, as well as those considered likely to have such impact in the future are described below. Market conditions Demand for consulting engineering services is driven by both the public and private sectors with variations across different industries and sectors. Within building and properties as well as energy markets, both private and public sector are well represented. Clients within industry and oil and gas are predominantly from the private sector. The main drivers for Multiconsult’s key markets in Norway are public spending in buildings, properties and infrastructure projects. Other important drivers are population growth, corporate investments in industries such as metal industry, mining, fish farming, pharmaceuticals and ship building, as well as investments in the oil and gas sector. International activity within hydro power generation and transmission, oil and gas, coastal, marine, and arctic sectors are also important drivers. Multiconsult operates in a highly competitive environment, where many competitors offer similar services. However, due to the high complexity and demand for capacity, competitors often co‐operate on larger projects. The Company’s current competitors are other Norwegian and Scandinavian engineering consulting

firms such as Norconsult, Sweco, Rambøll, ÅF Consult, COWI, and smaller Norwegian firms, as well as a few international companies. Multiconsult does not expect any material changes in the competitive landscape going forward. See 9.3 for discussion on the recent development and trends in Multiconsult’s key markets. Human capital/engineering competence offering The Group's ability to execute projects and to obtain new contracts depends largely on the Group's ability to attract, retain and motivate key personnel, including senior managers, highly skilled technical employees, project leaders and other technical personnel. There is significant competition for employees who possess the skills needed to perform the services that Multiconsult offers. Recruitment capability, employee satisfaction and expertise development are important conditions for Multiconsult’s success. This is reflected in the Group's day‐to‐day operations. New standards for annual performance and development conversations were introduced in 2013 and followed up in 2014. Internal training programmes were further developed. As in earlier years, a management development programme was conducted for selected managers under the title "expanding your leadership". Multiconsult has a solid position with regards to attracting new employees, documented by Universum’s Employer Attractiveness Ranking 2015 where Norwegian engineering students have ranked the Company has the fourth most attractive employer overall, and above all of its competitors, in engineering consulting. Close collaboration with selected universities and university colleges continued in 2014, with a substantial presence both at career fairs and company presentations. The commitment to attractive summer programmes/jobs was maintained, and feedback from students shows that Multiconsult offers very attractive summer internships. The Company is well positioned to recruit employees with varied educational backgrounds, both newly graduated and more experienced. Of the 197 new employees in 2014 in the Group, 25% have a Bachelor in Science 58% a Masters in Science, 4%a PhD and 13% other technical professional education. 59% of new recruits during 2014 had graduated in 2013 or 2014. Multiconsult has a constant need to strengthen its expertise and capacity, both in line management and for project management. Great emphasis is therefore given to the development of managers, and substantial resources are devoted to such work. During 2014, the Company established dedicated management development programmes for both line managers and project managers, to which a large number of managers participated. Customer relations Multiconsult is characterised by good, long‐term customer relations. Its portfolio comprises some 3 700 customers. The 15 largest of these account for about half the Group’s annual operating revenues, and represent large, reputable companies in every market sector. 8 of the 10 largest customers are solid state‐ owned enterprises with predictable investment plans. The biggest customers have been placing orders with Multiconsult for many years. Good collaboration with customers represents an important success factor for the Group's business. A close dialogue is maintained between Multiconsult and its customers before, during and at the completion of assignments, in order to understand the customers' expectations and needs and to clarify these. Acquisitions Multiconsult’s growth strategy is based on both organic growth and acquisitions. The Group has acquired several companies the past years, in an effort to increase its capacity in Norway and abroad. The recent acquisition of Multiconsult Polska is a solid platform for developing an efficient vehicle to expand the Group’s international business in the future. Project execution Multiconsult’s operations are dependent on the Group’s ability to win new projects, as well as the development and execution of its existing projects. Multiconsult pursues and executes projects with a variety of different types of clients and under various contractual arrangements. In general, remuneration under the Group's contracts is either on reimbursable basis with agreed hourly rates, or based on a fixed price. The profit of the Group on each project depends on costs and resources being tightly controlled and projects completed on time so that profit is contained within the pricing structure of the contract. If estimates of the

overall risks, scope of work or calculations of the revenue or costs prove inaccurate, lower profit or loss may be incurred on the project. Such risks increase with the size and complexity of the project. All of these factors may have material adverse effect on the Group's business, revenue, profit and financial condition. The Group has established solid routines for project follow up, both on a daily basis and through periodical reviews. Such reviews include monthly reporting of major projects to the Corporate Management Board and Board of Directors. The Group engages business partners and third‐party subcontractors for carrying out parts of project work, to increase capacity for deliveries to customers. To the extent that the Group cannot engage subcontractors at reasonable costs, its ability to complete a project in a timely fashion and achieve the expected profit, may be impaired. In addition, if a subcontractor is unable to deliver its services according to the negotiated terms, the Group may be required to buy the services from another source at a higher price. To ensure high quality in project planning, execution and completion, Multiconsult has established a management system to document core work processes and quality assurance activities. This was updated in 2014 to improve user‐friendliness for all parts of the work processes. Optimisation of capacity It is important that the Group has the right scale of work force with the right qualifications available at all times for its projects. Multiconsult uses sub‐contractors to further increase its flexibility. The management aims for an optimal capacity utilization of the organization at all times, balancing the consideration for timely delivery of projects with the aim of having an efficient cost base. The multidisciplinary competence of Multiconsult’s engineering work force allows flexibility by enabling capacity adjustment within the Group. Multiconsult's offices in Norway are modern and efficient. Office capacity is expanded step by step to ensure growth opportunities. The key performance indicator "billing ratio", defined as hours charged to billable projects as a percentage of total hours worked, is closely followed by the Management to monitor performance and efficiency. Disputes and Litigation Due to the nature of the Group's business, the Group will be involved in disputes and litigation matters from time to time. These matters may include, among other things, contract disputes, project errors, personal injury claims, environmental claims or proceedings, tort claims, employment matters and governmental claims for taxes or duties as well as other disputes that arise in the ordinary course of business. The Group cannot predict with certainty the outcome of any claim or other litigation matter. The ultimate outcome of any litigation matter and the potential costs associated with prosecuting or defending such lawsuits, including the diversion of management’s attention to these matters, could have a material adverse effect on the Group’s business, revenue, profit and financial condition. Critical accounting judgments and estimates The preparation of financial statements in accordance with IFRS requires that the Management makes assessments, estimates and assumptions that impact reported amounts for revenues, expenses, assets and liabilities and presentation of contingent liabilities at the end of the reporting period. Assessments made by the Management has made as part of the application of the entity's accounting policies and that have the most significant impact on the amounts recognised in the financial statements are as follows: Business combinations Multiconsult always considers opportunities for strategic acquisitions of businesses within the consultant and advisory market. Historically, it has been considered that most of the consideration in excess of short‐term items and financial instruments relates to workforce and expectations of future returns, and the excess is therefore recognised as goodwill. Refer to note 4 in the Consolidated Financial Statements for 2014 for more information about business combinations in 2014. Business combinations that occurred before 1 January 2013 have not been restated to comply with IFRS. Goodwill is not amortised and is tested for impairment on an annual basis, whilst intangible assets will normally be amortised, allocating the cost of acquisition to profit or loss on a systematic basis.

Development costs The Group carries out a range of research and development activities and projects, none of which are individually significant. Refer to note 6 of the Consolidated Financial Statements for 2014 for more information. Some expenses incurred in the development phase of an intangible asset shall be recognised in the balance sheet if specific criteria in IAS 38 have been satisfied. Costs that do not satisfy these criteria are recognised as expenses in the income statement as incurred and may not be recognised in the balance sheet at a later date. For a consultant and advisory company, it is challenging to make an assessment as to whether development of a service delivery process or service would satisfy the criteria for recognition in the balance sheet. Consequently, there may be development costs that are not recognised as an asset because Multiconsult has not demonstrated that the criteria are satisfied at relevant points in time. Historically, the Group has expensed all costs as incurred, with the exception of certain software developed for own use in prior years. Sources of estimation uncertainty with a significant risk of a material adjustment to the carrying amount in the following period are as follows: Impairment There is uncertainty associated with the carrying value of parts of goodwill. This relates particularly to assumptions and parameters in connection with the estimation of future cash flows when testing for impairment, and the choice of discount rate for the estimation of the present value of the cash flows. Refer to note 13 of the Consolidated Financial Statements for 2014 on intangible assets and goodwill for further information. The Group has historically recognised only minor losses on receivables related to customer solvency. Many of Multiconsult's Norwegian customers are in the public sector. Multiconsult has some large non‐public sector customers, and loss may occur that entail impairment in subsequent periods. Refer to note 3 of the Consolidated Financial Statements for 2014 on financial risk for further information. Provisions The Group has entered into a large number of contracts. Based on the nature of the Group’s business there is a general risk that the Group’s performance under such contracts are delayed or are deemed defective, or cause damage. This may lead to claims against the Group. The time horizon from receiving a claim until final settlement thereof may be several years. The size of the settlements may also vary considerably. Multiconsult performs a thorough review of each claim in accordance with its internal procedures. Claims from customers may, based on the Group's assessment of the merit of the claim, give rise to both recognised provisions for obligations and contingent liabilities that are not recognised. The actual outcome may differ materially from the estimates used. Refer to note 19 Provisions, disputes and contingent liabilities of the Consolidated Financial Statements for 2014 for further information. Revenue recognition for fixed price contracts and onerous contracts The Group performs a range of engagements that cover several financial reporting periods. The percentage of completion method requires that estimates are made for total revenues and hours and costs in the project and in the measurement of progress. The principal uncertainty relating to the assessment of contract revenue is associated with the recoverable amount related to overruns, change orders, claims and incentives. Remaining hours and costs depend on the productivity and cost of input. Remuneration of own employees, sub‐ contractors and others, soil and weather conditions, foreign currency rates etc. may impact the costs and estimates made. Measurement of progress based on hours and costs incurred has an inherent risk related to whether the hours and costs reflect progress and the estimate of total hours and costs as mentioned above. Even though the Group has considerable experience in project management and measurement, there is an inherent risk associated with all these estimates. Pension obligations The calculation of net defined benefit pension obligations (the difference between defined benefit pension obligations and pension assets) requires the use of estimates and assumptions. The discount rate is one of the most significant assumptions. The Norwegian Accounting Standards Board has assessed that there is a market for high quality corporate bonds in Norway from 2012, and has thereby opened for the use of either high quality corporate bonds or government bonds as the basis for determining the discount rate. The Company uses high quality corporate bonds as the basis for determining the discount rate. The difference between the high quality corporate bond interest rate and government bond interest rates has diminished as at 31 December 2014 compared to the prior year. Note 11 of the Consolidated Financial Statements for 2014

includes a sensitivity analysis for changes in certain actuarial assumptions and how the pension obligation is affected. Note 11 also include information on how other assumptions have been determined. Income tax and indirect tax The Group conducts activities both within and outside Norway. There is a risk that the tax authorities may make assessments that differ from the Group with regard to the amount of income tax and indirect tax payable. The Group provides for income tax and indirect taxes based on the best estimate of the amounts payable for obligations that are probable, assuming that the Group and the tax authorities have access to the same information. The Group is not familiar with any significant disagreements upon issue of these consolidated financial statements. The Group has recognised a deferred tax asset in the Company, of which the major amount relates to defined benefit obligations. The Company has a long history of significant profits and the Company considers it probable that the deferred tax asset will be realised.

9.3 Recent developments and trends

9.3.1 Market developments and trends in 2014 Market conditions were generally good in 2014, but varied within the different markets and geographical regions where Multiconsult operates. The engineering consultancy market in the renewable energy sector has been very good, both in Norway and internationally. Demand in the buildings and properties sectors have been good, but with regional variations. The transportation and infrastructure market has been strong with high demand from public clients on the development railways and roads. The industry sector had a rather moderate development during 2014, but with a more positive trend towards the end of the year. The uncertainty was noticeable, and cost cuts and expectations of reduced investments by the big oil companies, compounded by a decline in oil prices, resulted in lower activity in the oil and gas sector during the second half of 2014. The engineering consultancy sector in Norway has been characterised by consolidation over a number of years, with the five largest players now accounting for almost 80% of the market and 180 smaller players for the remaining 20%. National competition over orders is strong in Norway, but an increasing trend can also be seen towards competition from international players, particularly in the transportation and oil and gas sectors.

9.3.2 Market developments and trends from 31 December 2014 to the date of this Prospectus In early 2015, Multiconsult secured an important engineering contract with Hydro to develop its new greenfield pilot plant at Karmøy in Norway. This project is believed to be one of the largest industrial investments in Norway in the years to come and will contribute substantially to the growth of Multiconsult in its business area industry. In April 2015 Statnett presented an updated draft investment plan announcing a sustained growth in expenditure for the upgrade and greenfield development of the Norwegian power grid until 2018. Multiconsult believes is well positioned to serve Statnett on the basis of several long‐term frame agreement contracts In April 2015, the Norwegian Government unveiled plans for a new state road development company. The company will receive funding in the region of NOK 130 billion to enable it to plan and operate seven major highway sections over the coming 20 year period. The highway sections will be procured both as public private partnerships and ordinary contracts. Generally, demand from customers in the oil and gas industry is expected to decline in 2015 as a result of lower oil prices and reduced investment activity on the Norwegian continental shelf. 9.3.3 Changes in Multiconsult's financial and trading positions Other than the dividend payments referred to in Section 13.1 "Shares and share capital—Share capital and share capital history" and the developments disclosed in Section 9.3.2 "—Market developments and trends from 31 December 2014 to the date of this Prospectus", there have been no significant change in the Group's financial or trading position of the Group which has occurred since the end of the last financial period. Multiconsult's underlying operating profit in the first quarter of 2015, adjusted for calendar effects and costs related to the Offering, do not deviate substantially from the same period last year.

9.4 Explanation of income statement line items Operating revenues. Operating revenues constitute primarily sale of consultancy services from own employees, as well as from sub‐contractors. Such revenues are earned in hourly based projects, fixed price projects or projects with a maximum cap. Operating revenues also include reimbursement of certain sub charges, lease of equipment and subleases. Net operating revenues. Net operating revenues comprise operating revenues less expenses related to sub‐ contractors and disbursements. Employee benefit expenses. Employee benefit expenses consist of all personnel expenses incurred, including salaries, bonuses, social security costs, pension costs, personnel insurance, costs related to recruitment and training, as well as other costs. Other operating expenses. Other operating expenses primarily consist of costs related to lease of offices, including common costs, energy and, cleaning. The item also includes costs for repair, maintenance, technical equipment, consultancy services, IT, telecommunication, travel, entertainment, and marketing. Depreciation, amortisation and impairment. Depreciation and amortisation represent the systematic allocation of the cost of the Group’s tangible and intangible assets over the expected useful lives of the assets. The assets are primarily machinery, instruments, cars, leasehold improvements and software. Impairment is recognised for assets or group of assets and goodwill, if the carrying amount exceeds estimated recoverable amount. Share of profit/loss of affiliated companies and joint ventures. Share of profit/loss of affiliated companies and joint venture is the Group's share of net results (calculated based on the Group's ownership interest) of associated companies and joint ventures accounted for using the equity method. Financial income. Financial income primarily consists of interest income accrued on the Group’s bank deposits and money market funds. Any gains on currency or derivatives and other financial income are also included. Financial expenses. Financial expenses primarily consist of net interest expenses on net defined benefit obligations. Any loss on currency or derivatives and other financial expenses are also included in this line item. Income tax expense. Income tax expense is the sum of taxes payable in the countries where the Group operates and change in deferred tax.

9.5 Results of operations for the Group Financial year ended 31 December 2014 (IFRS) compared to financial year ended 31 December 2013 (IFRS) See Section 8.3 "Selected financial information—Selected data from the consolidated statements of income" for the statements of income and 8.4 "Selected financial information—Selected data from the consolidated statement of comprehensive income" for comprehensive income. All amounts in brackets are comparative figures for 2013 unless otherwise specifically stated. Gross and net operating revenues Consolidated operating revenues amounted to NOK 2,265.6 (NOK 2,042.1 million), an increase of NOK 223.5 million or 9.10%. The increase primarily reflects the increased number of orders. The main part of revenues are generated by own employees. However, some of the revenues are generated by sub‐consultants and reimbursement of expenses, with a small mark‐up. Net operating revenues, which are operating revenues less sub‐consultants and reimbursement, were NOK 1,986.5 million (NOK 1,802.6 million) an increase of NOK 183.9 million or 10.2%. As for the operating revenues, the increase in net operating revenues primarily reflects the increased number of orders.

The distribution of operating revenues on business areas is shown below: Operating revenues per business area: (in NOK million) 2014 2013 Change

Buildings and properties 751 729 22 3.0% Energy 362 238 124 52.0% Industry 99 126 -26 -21.0% Environment and natural resources 81 78 3 4.0% Oil and Gas 281 257 23 9.1% Transportation and Infrastructure 691 613 78 12.7%

Total operating revenues 2 266 2 042 223 10.9%

The revenue growth in Energy in 2014 was primarily due to new long‐term frame agreements for transmission projects, acquisition of NTE Energiutvikling in mid‐2013 and overall hydropower revenues, especially in the international markets. Industry is currently a small business area dedicated to the Norwegian market. The decrease in revenues was primarily due to unfavourable market conditions for new industrial investments in Norway in 2014. The table below shows revenues distributed by geography, based on the customer's location: (in NOK million) 2014 2013 Change Norway 2 051 1 887 164 8.7% Africa (Malawi, Tanzania, Uganda) 76 48 28 59.7% Asia (Nepal, Bhutan, Vietnam) 49 44 4 10.0% Poland 13 1 12 1521.7% England 21 11 11 103.1% Other countries 56 52 4 7.5% Total operating revenues 2 266 2 042 223 10.9%

As shown above, revenues are primarily generated in Norway. Increase in revenues outside Norway are primarily due to some Hydropower projects in Africa and Asia, as well as increased activity in the subsidiary in the UK and the acquisition of Multiconsult Polska. Employee benefit expenses Consolidated employee benefit expenses amounted to NOK 1 449.6 million (NOK 1 259.2 million), an increase of NOK 190.4 million or 15.1%. The 2013 expenses included a NOK 48.1 million gain on curtailment and settlement of parts of the defined benefit contribution pension plan in Norway. Adjusting for this, the increase was NOK 142.3 million or 10.9%, only slightly above the percentage change in net operating revenues. This increase was primarily due to increase in the number of employees, and normal salary growth. The increase in the number of employees was primarily due to the increase in number of orders. Other operating expenses Consolidated other operating expenses amounted to NOK 290.4 million (NOK 282.3 million), an increase of NOK 8.1 million or 2.9%. Other operating expenses consist of a number of individual items, some of which are semi‐variable (for example lease and other real estate expenses), and therefore do not vary directly with the activity, and there is no main reason why the increase was lower than the growth in activity. Depreciation, amortization and impairment Consolidated Depreciation, amortization and impairment amounted to NOK 34.6 million (NOK 40.7 million), a decrease of NOK 6 million. The decrease was due to impairment of goodwill related to Industriplan in 2013. This goodwill was impaired to zero, primarily due to several key employees leaving and thereby reducing the revenue generation ability significantly.

The share of profit from associated companies and joint ventures The share of profit from affiliated companies and joint ventures was NOK 7 million (NOK 3.3 million) an increase of NOK 3.6 million. The largest associated company is LINK Arkitektur AS and is the primary contributor to the results. Some associates of the acquired and established affiliates at the end of 2013 also had positive results in 2014, contributing to the increase. Net financial item Net financial items in 2014 amounted to NOK 8.8 million (NOK 5.7 million) and increase of NOK 3.1 million. Financial items consisted primarily of interest income, and increased primarily due to higher amounts of bank deposits and money market funds. Profit before tax Consolidated profit before tax was relative stable and came to NOK 227.6 million (NOK 229.5 million), due to the changes in revenues and expenses as discussed above. Adjusting for the one‐time gain in 2013 of changes in pension plans of NOK 48.1 million, there was an underlying growth of NOK 46.2 million or 25.5%, primarily due the revenue growth. Income tax expenses Income tax expenses in 2014 amounted to NOK 60.9 million (NOK 63.3 million), a decrease of NOK 2.4 million. The effective income tax rate decreased from 27.6% in 2013 to 26.8% in 2014, and was affected by the reduction in the statutory tax rate in Norway from 28% to 27%. Profit for the year Due to the effects discussed above, consolidated profit for the year was nearly unchanged at NOK 166.7 million (NOK 166.2 million). Other comprehensive income Other comprehensive income was negative at NOK 128.1 million (negative NOK 65.5 million). The negative amounts for both years related primarily to the re measurements of net defined benefit in pension obligations. The estimated present value of these obligations increased primarily due to a reduction in the discount rate in 2014 and by changes to mortality assumptions in 2013. Financial year ended 31 December 2013 (NGAAP) compared to financial year ended 31 December 2012 (NGAAP) See Section 8.3 "Selected financial information—Selected data from the consolidated statements of income" for the statements of income. All amounts in brackets are comparative figures for 2012 unless otherwise specifically stated. Gross and net operating revenues Consolidated operating revenues amounted to NOK 2,118.7 (NOK 1,850.3 million), an increase of NOK 268.4 million or 14.5% primarily due to an increased number of orders. The main part of revenues are generated by own employees. However, some of the revenues are generated by sub‐consultants and reimbursement of expenses, with a small mark‐up. Net operating revenues, which are operating revenues less sub‐consultants and reimbursement, were NOK 1,802.9 million (NOK 1,610.2 million) an increase of NOK 192.7 million or 12.0%.

The distribution of operating revenues on business areas is shown below: Operating revenues per business area: (in NOK million) 2013 2012 Change

Buildings and properties 757 729 28 3.8% Energy 247 185 62 33.3% Industry 131 123 8 6.3% Environment and natural resources 81 85 -4 -4.3% Oil and Gas 267 184 83 45.4% Transportation and infrastructure 636 545 91 16.7%

Total operating revenues 2 119 1 850 268 14.5%

The oil and gas market was healthy in 2013, and showed an increase in revenues due to some large engineering projects. The energy market had a growth in 2013 primarily due to an increase in the hydropower activity in both Norway and abroad. The increased activity in Norway was partially affected by including the acquisition of NTE Energiutvikling in mid 2013. The growth in Transportation and infrastructure was mainly driven by large multidisciplinary engineering assignments in a strong market supported by increasing public sector expenditure plans in roads, railways, bridges and tunnels. The table below shows revenues distributed by geography, based on the customer's location: (in NOK million) 2013 2012 Change

Norway 1 958 1 746 212 12.1% Outside Norway 161 104 57 54.2% Total operating revenues 2 119 1 850 268 14.5%

As shown above, revenues are primarily generated in Norway. Increase in revenues outside Norway is primarily due to some Hydropower projects in Africa and Asia. Employee benefit expenses Consolidated employee benefit expenses amounted to NOK 1,322.2 million (NOK 1,178.8 million), an increase of NOK 143.4 million or 12.2%, in line with the percentage change in net operating revenues. This increase was primarily due to increase in the number of employees, and normal salary growth. The increase in the number of employees was primarily due to the increase in number of orders. Other operating expenses Consolidated other operating expenses amounted to NOK 289.0 million (NOK 267.0 million), an increase of NOK 22 million or 8.2%. Other operating expenses consist of a number of individual items, some of which are semi‐variable (for example lease and other real estate expenses), and therefore do not vary directly with the activity, and there is no main reason why the increase was lower than the growth in activity. Depreciation, amortization and impairment Consolidated depreciation, amortization and impairment amounted to NOK 52.9 million (NOK 41.3 million), an increase of NOK 11.6 million. Of the increase, NOK 4.8 million was impairment charges in 2013, of which NOK 3.6 million goodwill. Amortisation of goodwill was increased by NOK 3 million due to acquisitions. The remaining increase was primarily related to increased additions of property plant and equipment. The share of profit from associated companies and joint ventures The share of profit/loss from associated companies and joint ventures was a loss of NOK 4.3 million (profit of NOK 2.1 million), a decrease of NOK 6.4 million. The loss in 2013 was due to amortization of goodwill and reversal of dividends from LINK Arkitektur AS that had been recognised to income in previous years. In 2012, the result from LINK Arkitektur AS exceeded amortization of goodwill.

Net financial items Net financial items in 2013 amounted to NOK 7.4 million (NOK 8.5 million), a decrease of NOK 1.1 million primarily due to reduced dividends of NOK 1.5 million. Profit before tax Consolidated profit before tax was NOK 141.9 million (NOK 133.6 million), an increase of NOK 8.3 million or 6.2%, due to the reasons explained above. Income tax expenses Income tax expenses in 2013 amounted to NOK 45.0 million (NOK 39.0 million), an increase of NOK 6.0 million. The effective income tax rate was 31.7% (29.2%). The increase was primarily due to non taxable income and expenses, including dividends and results from associated companies and joint ventures. Profit for the year Due to the effects discussed above, consolidated profit for the year was relatively stable at NOK 96.9 million (NOK 94.6 million). Balance sheet Financial year ended 31 December 2014 (IFRS) compared to financial year ended 31 December 2013 (IFRS) See Section 0 "Selected financial information—

Selected data from the consolidated balance sheets" for the balance sheet. All amounts in brackets are comparative figures for 2013 unless otherwise specifically stated. 1. Total assets Total assets was NOK 1 298.2 million (NOK 1 114.5 million), an increase of NOK 183.7 million. The increase was primarily related to increase in current assets. See further discussions below. 2. Total non‐current assets Total non‐current assets was NOK 284.9 million (NOK 216.6 million), an increase of NOK 68.3 million. The increase was primarily related to recognition of deferred tax assets. See further discussions below. 2.1 Deferred tax assets The main deferred tax asset and increase in 2014 is related to the recognised defined benefit obligations in Norway. Temporary differences on other liabilities and provisions were another main contributor. Please refer to note 10 of the consolidated financial statements for the years ended 31 December 2014 and 2013. 2.2 Intangibles, goodwill and property, plant and equipment These increased somewhat during 2014, primarily due to business combinations and capital expenditure. Please refer to notes 13 and 14 of the consolidated financial statements for the years ended 31 December 2014 and 2013. 2.3. Equity accounted investments and other non‐current assets These increased slightly during 2014 primarily due to the results from affiliated companies and joint ventures, partially offset by distributions received from these entities. 3. Total current assets Total current assets was NOK 1 013.3 million (NOK 897.9 million), an increase of NOK 115.4 million. The increase was primarily related to higher amounts of cash and cash equivalents. See further discussions below. 3.1. Trade receivables, other receivables and prepaid costs These were NOK 564.7 million (NOK 541.7 million), an increase of NOK 23 million or 4.2%, primarily due to the increased activity. Please refer to note 12 of the consolidated financial statements for the years ended 31 December 2014 and 2013. 3.2 Cash and cash equivalents The increase was primarily due to the cash inflow from operating activities, see further discussions below relating to cash flows and note 15 of the Consolidated Financial Statements for the years ended 31 December 2014 and 2013. 4. Equity and liabilities The increase was primarily due to increase in non‐current retirement benefit obligations, see further below. 5. Equity Equity decreased slightly during the year, as the negative remeasurement effects on retirement benefit obligations and payment of dividends exceeded the profit for the year. See the statement of equity and statement of comprehensive income in the Consolidated Financial Statements for the years ended 31 December 2014 and 2013 for further details. 6. Total non‐current liabilities The increase was primarily due to increase in non‐current retirement benefit obligations. Please refer to note 11 of the consolidated financial statements for the years ended 31 December 2014 and 2013. 7. Total current liabilities Accounts payables and liabilities for salary etc and public taxes and duties showed an increase in light of the increase in activity, partially offset by lower prepayments from customers. Please refer to the balance sheet and note 18 of the consolidated financial statements for the years ended 31 December 2014 and 2013. Financial year ended 31 December 2013 (NGAAP) compared to financial year ended 31 December 2012 (NGAAP)

See Section 8 "Selected financial information" for the balance sheet. All amounts in brackets are comparative figures for 2012 unless otherwise specifically stated.

1. Total assets Total assets was NOK 1 142.9 million (NOK 971.9 million), an increase of NOK 171.0 million. The increase was primarily related to increase in current assets. See further discussions below. 2 Total non‐current assets Total non‐current assets was NOK 289.2 million (NOK 282.6 million), an increase of NOK 6.6 million. The increase was primarily related to property, plant and equipment. See further discussions below. 2.1 Intangibles, goodwill and property, plant and equipment These increased somewhat during 2013, primarily because addition from business combinations and capital expenditure exceeded depreciation, amortization and impairments. Please refer to notes 6 and 7 of the NGAAP consolidated financial statements for the years ended 31 December 2013 and 2012. 2.2 Equity accounted investments and other non‐current assets In the NGAAP financial statements, the Group recognised net pension assets due to use of the corridor approach on actuarial gains and losses. Please refer to note 13 of the NGAAP consolidated financial statements for the years ended 31 December 2013 and 2012. This is the reason for the high amounts of other non‐current assets in both years presented. Equity accounted investments decreased slightly during the year, primarily due to the negative results from associated companies and joint ventures, partially offset by distributions received from these entities. Please refer to note 9 of the NGAAP consolidated financial statements for the years ended 31 December 2013 and 2012. 3. Total current assets Total current assets was NOK 853.7 million (NOK 689.3 million), an increase of NOK 164.4 million. The increases were primarily related to higher amounts of cash and cash equivalents, and partially increase in trade receivables. See further discussions below. 3.1. Trade receivables, other receivables and prepaid costs These were NOK 497.5 million (NOK 422.8 million), an increase of NOK 74,7 million, primarily due to the increased activity in the Company, while NOK 17 million is due to acquisitions in Norway and expanded business international. 3.2 Cash and cash equivalents The increase was primarily due to the cash inflow from operating activities, see further discussions below relating to cash flows. 4. Equity and liabilities The increase was primarily due to increase in equity and other current liabilities, see further below. 5. Equity Equity decreased during the year due to the profit for the year, partially offset by dividends declared for the year. Please refer to note 12 of the NGAAP consolidated financial statements for the years ended 31 December 2013 and 2012. 6. Total non‐current liabilities The small decrease was primarily due to reduction in recognised pension obligations, partially offset by the origination of an interest bearing liability in Multiconsult UK. 7. Total current liabilities Accounts payables and liabilities for salary etc. and public taxes and duties showed an increase in light of the increase in activity. However, the main increase was in other current liabilities, primarily due to increased activity in the Company (prepaid from customers NOK 19 million, accrued sub‐contractors NOK 18 million and accrued wages NOK 22 million) and increased accrued dividends NOK 10 million.

9.6 Liquidity and capital resources

9.6.1 Sources and use of cash The Group’s liquidity requirements arise primarily from funding its operating expenses, working capital, capital expenditures and acquisition cost. As of 31 December 2014, the Group’s principal sources of liquidity consisted of cash generated from operating activities. As of 31 December 2014, Multiconsult had total equity of NOK 419.9 million, corresponding to an equity ratio of 32%, cash and cash equivalents of NOK 448.6 million, and interest bearing debt of NOK 10.4 million. At 31 December 2014, the Company had an overdraft facility of NOK 40 million and a guarantee facility of NOK 120 million with Nordea Bank Norge ASA ("Nordea"). The overdraft facility was undrawn at 31 December 2015. See note 3 and 20 to the 2014 Consolidated Financial Statements for further information. On 14 April 2015 the Company received a committed offer from Nordea for an overdraft facility of NOK 120 million, with renewal every 12 months, and an additional revolving credit facility of NOK 80 million for three years. The new facilities will be available if and when the Company is listed on a stock exchange. The agreement does not include any covenants and replaces the existing overdraft facility of NOK 40 million. There are no changes to the NOK 120 million guarantee facility. The new overdraft and credit facilities contain a negative pledge clause, in addition to the requirement of Nordea’s consent for raising additional debt. The Group’s ability to generate cash from operations depends on its future operating performance, which is, in turn, dependent, to some extent, on general economic, financial, competitive, market regulatory and other facts, many of which are beyond the Group’s control, as well as other facts described in Section 2 "Risk factors". The Annual General Meeting on 16 April 2015 resolved to distribute ordinary dividends of NOK 84 million to be paid to shareholders at this date. In addition, the same Annual General Meeting decided on an extraordinary dividend of NOK 192 million to be paid to the registered shareholders at 16 April 2015. The distribution is conditional on listing of the shares. The Company has currently no stated policy for its capital structure except to have a sound cash balance. The cash holdings and credit facilities described above should provide the Group with ample liquidity to pay dividends and maintain a sound cash balance. The Group believes that its operating cash flows and borrowing capacity will be sufficient to meet its requirements and commitments for the foreseeable future. The Company’s actual financing requirements depend on a number of factors, many of which are beyond its control.

9.6.2 Cash flows

Effect on cash and cash equivalents of changes in foreign exchange rates 3 576 000

Cash flow from operating activities Financial year ended 31 December 2014 (IFRS) compared to financial year ended 31 December 2013 (IFRS) Consolidated net cash flow from operational activities amounted to NOK 149.7 million (NOK 173.7 million), a decrease of NOK 24.0 million. The underlying operations represented by EBITDA adjusted for the non‐cash gain on curtailment of pension plans in 2013 showed improvements in 2014 compared to 2013. However, change in working capital contributed negatively in 2014 compared to a positive effect in 2013. This was primarily due to an increase in accounts receivable / other receivables combined with lower amounts of prepayments from customers in the Norwegian operations in 2014 compared to 2013. Financial year ended 31 December 2013 (NGAAP) compared to financial year ended 31 December 2012 (NGAAP) Consolidated net cash flow from operational activities amounted to NOK 173.7 million (NOK 108.1 million), an increase of NOK 65.6 million. This reflected a growth in the underlying operations, and was in addition positively affected by changes in working capital. Short term debt increased compared to the previous year in line with increased activity (accounts payable, accrued wages, subcontractors and prepayment from customers) while accounts receivable increased proportionally less than revenue growth due to more efficient billing and collecting procedures. Cash flow from investing activities Financial year ended 31 December 2014 (IFRS) compared to financial year ended 31 December 2013 (IFRS) Consolidated net cash flow from investing activities was negative at NOK 15.3 million (negative NOK 57.7 million), an improvement of NOK 42.4 million. The improvement was primarily because the acquisition of Multiconsult Polska contributed net positive cash flow as Multiconsult Polska had a substantial cash holding. The business combinations in 2013 had a net negative effect on cash flow from investing activities. Financial year ended 31 December 2013 (NGAAP) compared to financial year ended 31 December 2012 (NGAAP) Consolidated net cash flow from financing activities was negative at NOK 51.2 million (negative NOK 36.0 million), The increased negative cash flow of NOK 15.2 million was primarily due to higher capital expenditure in 2013 compared to 2012.

Cash flow from financing activities

Financial year ended 31 December 2014 (IFRS) compared to financial year ended 31 December 2013 (IFRS) Net cash flow from financing activities was negative at NOK 45.6 million (negative NOK 26.4 million). Cash outflows in both years were related to dividends. Increase in dividend payments and an inflow in 2013 related to origination of bank debt in Multiconsult UK contributed to the increase in outflow. Financial year ended 31 December 2013 (NGAAP) compared to financial year ended 31 December 2012 (NGAAP) Consolidated net cash flow from investing activities was negative at NOK 32.8 million (negative NOK 56.4 million), a decrease in outflow of NOK 23.6 million. The decrease was primarily due to repayment of the remaining interest bearing liabilities in the Company in 2012. Cash equivalents are money market funds. Cash and cash equivalents at 31 December 2014 are primarily in the relevant company's functional currency, of which NOK 55.4 million in Zloty in Multiconsult Polska, and the remaining primarily in NOK in the Company and Norwegian subsidiaries. There are no significant restrictions on the Group's ability to access or use the Group's assets or to settle the Group's liabilities. Restricted funds are mainly employee tax deduction funds in the Company of NOK 63.8 million in addition to restricted funds in projects in Multiconsult Polska of NOK 11.0 million. Subsequent to 31 December 2014, the business has generated and spent cash flows in its ordinary activities. Ordinary dividends of NOK 84 million was resolved at the Company's annual general meeting on 16 April 2015 and paid out immediately thereafter. Extraordinary dividends of NOK 191.6 million was resolved at the Company's annual general meeting on 16 April 2015 conditional upon a successful Listing, and will be paid out on or about 22 May 2015.

9.7 Investments

9.7.1 Investments The table below show capital expenditure and acquisition of business the last three years. Acquisition of business is a continuous means of attracting skilled consultants and achieving growth. In NOK million 2014 2013 2012 Business combinations 32.8 22.0 4.4 Property, plant, equipment 34.3 37.0 29.1 Intangibles 4.8 4.7 4.1 Total 72.0 63.7 37.6

In 2014, acquisition cost for Multiconsult Polska was NOK 28.6 million, and resulted in goodwill of NOK 3.1 million. Acquisition cost of Helge Lindeflaten AS was NOK 4.2 million and resulted in goodwill of NOK 2.6 million. In 2013, acquisition cost for Vest Consult AS (today Multiconsult Stord AS) was NOK 12.5 million, and resulted in goodwill of NOK 11.0 million. Acquisition cost of Infratech AS was NOK 6.7 million resulted in and goodwill of NOK 5.8 million. Acquisition cost of the energy development business of Nord Trøndelag Elektrisitetsverk Entreprenør AS was NOK 2.8 million and resulted in goodwill of NOK 2.1 million. In 2012, acquisition cost for Multiconsult Voss AS was NOK 4.4 million, and resulted in goodwill of NOK 3.0 million. Investments in property, plant and equipment included leasehold improvements of NOK 2.1 million, NOK 7.9 million and NOK 2.9 million in 2014, 2013 and 2012, respectively. Other machines, plant, fixtures and fittings for these years were NOK 32.3 million, NOK 29.9 million and NOK 26.2 million in 2014, 2013 and 2012, respectively. Investments in property, plant and equipment primarily relates to drilling equipment for

geotechnical surveys and cars. The largest single investment was made in 2013 with NOK 11.9 million in a new drilling boat. Intangibles are primarily standard software and software licenses, used for administrative purposes and in the consulting operations to deliver services to customers.

9.7.2 Capital investment in progress and planned capital investments Investments in property, plants and equipment primarily relates to drilling equipment for geotechnical surveys and cars. The investments are expected to remain at current levels see Section 9.7.1 "—Investments" for overview of past investments. The Company has not made any material investments year to date 2015.

9.8 Material indebtedness The Group has no material indebtedness. The Group's only interest bearing liability is a loan of GBP 0.9 million (NOK 10.4 million at 31 December 2014) in the subsidiary Multiconsult UK. The Group do not apply interest rate hedging or hedge accounting. Currency hedging contracts have been used for a few projects, and may continue to be used in certain projects, to reduce the cash flow risk, see note 3 to the Consolidated Financial Statements for the years ended 31 December 2014 and 2013.

9.9 Contractual cash obligations and other commitments The Group rents all of its office locations, of which the main office in Oslo, Norway, is the largest. The lease agreements are of varying lengths. The lease costs are annually adjusted by the consumer price index in most contracts. Amounts in the table are annual minimum payments under operating lease agreements, inclusive of common costs, but not increased by possible annual adjustments due to increase in the consumer price index.

At 31 Desember 2014

In NOK thousand Offices Equipment Total Within 1 year 97 067 3 960 101 027 1 to 5 years 382 340 0 382 340 After 5 years 514 221 0 514 221 Total 993 628 3 960 997 588

The size of the Group’s offices in Norway is approximately 56,400 square meters. This includes approximately 9 200 square meters of which the lease has not yet commenced and which will replace parts of the existing space. In addition the Group has leases related to storage, laboratory and workshops amounting to approximately 5,400 square meters. This includes approximately 1,200 square meters for which the lease has not yet commenced. The Group has no other significant minimum committed payments. The agreements with sub consultants are primarily such that if a project is cancelled or stopped, there are not commitments to make further purchases from the sub consultants. Some agreements contain a minimum period for which the Group must make payments to sub consultants if projects are cancelled or stopped, but these are regarded as immaterial.

9.10 Off‐balance sheet arrangements See 9.9 for operating leases. Bank guarantees are primarily towards customers for project liabilities in some projects and for operating lease obligations. Parent company guarantees are primarily related to Multiconsult UK's bank loan, drawing facility and guarantee facility.

Amounts in NOK thousand Operating leases 997 588 Bank guarantees 70 253 Parent company guarantees 28 112

9.11 Financial risk management

9.11.1 Legal liability The risk of disagreements and legal disputes related to the possible cost of delays and project errors is always present in the consultancy business. Multiconsult has good insurance policies and routines for following up such cases. The Group’s insurance cover for project liability is based mainly on collective policies for engineering consultancies. This insurance takes the form of standard policies for engineering assignments, with an excess of NOK 300 000 per claim and normally with a maximum cover of up to 150 times the Norwegian national insurance base rate (G) – about NOK 13 million. Further details are provided in note 19 to the Consolidated Financial Statements for 2014.

9.11.2 Credit risk Credit risk arises primarily from transactions with clients and from bank deposits. The Group’s losses on accounts receivable because customers are unable to meet their obligations have been modest for a number of years. New customers are subject to credit assessment and approval before credit is extended to them. Responsibility for credit management in the Company is centralised, and routines are entrenched in the Groups quality assurance system. Accounts receivable represent about 32% of the Group’s assets. The Company has established routines for assessing the creditworthiness of the customer, and the possible need for bank guarantees or other risk‐ reducing measures. The Company’s cash flow from operations has been positive. At 31 December 2014, the Group’s non‐current liabilities totalled NOK 255.3 million.

9.11.3 Currency risk The Group is exposed to currency risk through ongoing projects abroad with fees agreed in foreign currencies. Hedging contracts have been entered into for certain projects to reduce this risk. Currency risk is regarded as modest, and unable to affect the valuation of the Company.

9.11.4 Interest‐rate risk The Company’s interest‐bearing debt is small, and it accordingly has a low interest‐rate risk related to debt.

Financial non‐current assets relate virtually entirely to investment in affiliated companies and joint ventures, while current assets consist almost wholly of bank deposits and current receivables. Non‐current liabilities consist primarily of pension commitments related to the Company’s defined benefit plan. The latter had 314 active members and 184 pensioners at 31 December 2014, following the introduction of the defined contribution plan in 2006. The present value of the pension commitment is sensitive to changes in the discount rate.

9.11.5 Liquidity risk The Company’s liquidity risk is limited. Liquidity management is followed up actively through budgets and continuous forecasting. To ensure sufficient freedom of action in terms of liquidity, and thereby to moderate liquidity risk, an overdraft facility of NOK 40 million has been established with the Company’s bank. This facility remained undrawn at 31 December 2014. See Section 9.6.1 "—Liquidity and capital resources—Sources and use of cash" for a description of a committed offer for a new overdraft and revolving credit facility.

Financial risk for the Group is considered to be moderate.

10. BOARD OF DIRECTORS, MANAGEMENT, EMPLOYEES AND CORPORATE GOVERNANCE

10.1 Introduction The General Meeting is the highest authority of the Company. All shareholders in the Company are entitled to attend and vote at General Meetings of the Company and to table draft resolutions for items to be included on the agenda for a General Meeting. The overall management of the Company is vested in the Board of Directors and the Management. In accordance with Norwegian law, the Board of Directors is responsible for, among other things, supervising the general and day‐to‐day management of the Company’s business ensuring proper organisation, preparing plans and budgets for its activities ensuring that the Company’s activities, accounts and assets management are subject to adequate controls and undertaking investigations necessary to perform its duties. The Management is responsible for the day‐to‐day management of the Company’s operations in accordance with Norwegian law and instructions set out by the Board of Directors. Among other responsibilities, the Company’s chief executive officer, (the "CEO"), is responsible for keeping the Company’s accounts in accordance with applicable law and for managing the Company’s assets in a responsible manner. In addition, the CEO must according to Norwegian law brief the Board of Directors about the Group’s activities, financial position and operating results at a minimum once a month.

10.2 Board of Directors

10.2.1 Overview The Articles of Association provide that the Board of Directors shall consist of a minimum of 7 and a maximum of 9 members. As at the date of this Prospectus, the Company's Board of Directors consists of the following: Name of director Position since Current term expires Steinar Mejlænder‐Larsen 2008 2016 Nigel K. Wilson 2015 2017 Line Haugen 2015 2017 Arne Fosen 2015 2016 Vibeke Strømme 2015 2016 Kari Medby Loland 2013 2017 Freddy Evert Holstad 2013 2017 Elisabeth Lokshall 2015 2017

The Board of Directors is in compliance with the independence requirements of the Norwegian Code of Practice for Corporate Governance dated 30 October 2014 (the "Corporate Governance Code"), meaning that (i) the majority of the shareholder‐elected members of the Board of Directors is independent of the Company’s executive management and material business contacts, (ii) at least two of the shareholder‐elected members of the Board of Directors are independent of the Company’s main shareholders, and (iii) no members of the Company’s executive management are on the Board of Directors. All members of the Board of Directors are independent of the Company’s significant business relations. All members of the Board of Directors are independent of the Company's large shareholders (shareholders holding more than 10% of the Shares in the Company, except for Nigel Wilson who represents the Lead Selling Shareholder. All members of the Board of Directors are independent of the Management. The Company's registered office, Nedre Skøyen vei 2, 0276 Oslo, Norway, serves as the business address for the members of the Board of Directors in relation to their directorships of the Company.

10.2.2 Brief biographies of the members of the Board Directors Steinar Mejlænder‐Larsen Mejlænder‐Larsen is employed as executive vice president at Selvaag Group, and chief executive officer at Selvaag Byutvikling AS. Mejlænder‐Larsen has been employed within the Selvaag Group since 1979. He also holds several board positions for entities within the Selvaag Group. Mejlænder‐Larsen has a major in structural mechanics from the Norwegian University of Technology (Nw: Norges Tekniske Høgskole). Nigel K Wilson Wilson has a broad experience within economical and financial consulting and auditing from both private and public companies. Wilson is currently chief executive officer and partner at KWC AS. Prior to assuming his current position Wilson was chief executive officer at Foinco AS from 2005 to 2012. Wilson also holds a solid experience from various boards as both board member and chairman. Wilson is a chartered accountant from the UK. Line Haugen Haugen is currently finance director at Scandic Hotels AS. Prior to working at Scandic Hotels AS, Haugen worked five years at Telenor Norge AS, from 2010‐2012 she was the chief financial officer at Telenor Norge AS. Haugenholds a MBA in strategic management. Haugen also has experience from other board positions in the Telenor Group and within the Scandic Hotels Group. Arne Fosen Fosen is currently chief executive officer at CargoNet AS. Prior to assuming his current position Fosen was executive vice president at NSB Group from 2012‐2014 and director for NSB's strategy and business development from 2004‐2012. Fosen has had a number of board positions within real estate, transport and IT companies. Fosen currently holds board positions associated with CargoNet AS. Fosen holds a Master of Science in computer science and telematics from the Norwegian University of Technology (Nw: Norges Tekniske Høgskole). Vibeke Strømme Strømme is currently chief executive officer at the Technological Institutt. Stømme has previously been chief executive officer at Eureka Pumopa AS from 2011‐2012 and chief executive officer at Mesta Elektro from 2006‐ 2011. Strømme has held previous positions as both board member and chairman in various boards. She is currently on the board of Otera AS. Strømme holds a Master of Science in Petroleum Engineering from the Norwegian University of Technology (Nw. Norges Tekniske Høgskole) and an MBA from Lausanne. Freddy Evert Holstad Holstad is employed as project manager at Multiconsult. Holstad holds a Bachelor of Engineering from the Norwegian University of Science and Technology. Holstad is elected as an employee representative at the Board of Directors. Kari Medby Loland Loland has been employed by Multiconsult since 2011. Loland holds a Master of Science from the Norwegian University of Science and Technology and studied at the University of New South Wales. Loland is elected as an employee representative on the Board of Directors. Elisabeth Lokshall Lokshall has been employed at Multiconsult since 2009. Lokshall has more than ten years' experience from international renewable energy markets. Prior to assuming her current position Lokshall was an analyst at Point Carbon North America in Washington D.C. Lokshall has a master degree with a main thesis on renewable energy markets in Europe, Asia and Africa‐ Lokshall is elected as an employee representative on the Board of Directors.

10.2.3 Remuneration The remuneration paid to the members of the Board of Directors in 2014 (acting in capacity as board members) was NOK 1,570,000.

10.2.4 Shares and options held by members of the Board of Directors As at the date of this Prospectus, the members of the Board of Directors have the following shareholdings in the Company: Name Position Number of Shares Steinar Mejlænder‐Larsen Chairman 0 Nigel K. Wilson Board member 0 Line Haugen Board member 0 Arne Fosen Board member 0 Vibeke Strømme Board member 0 Kari Medby Loland Board member (employee elected) 0 Freddy Evert Holstad Board member (employee elected) 23,100 Elisabeth Lokshall Board member (employee elected) 100

As at the date of this Prospectus, none of the members of the Board of Directors holds any options for Shares in the Company.

10.3 Management

10.3.1 Overview The Management of the Company consists of 7 individuals. The names of the members of the Management as at the date of this Prospectus, and their respective positions, are presented in the table below: Name Position Served since Christian Nørgaard Madsen Chief Executive Officer 2012 Anne Harris EVP and Chief Financial Officer 2014 Øyvind Holtedahl EVP Market, Strategy and Innovation. 2012 Ola Dalen EVP Corporate Projects 1981 Elisabeth M. Stene EVP and Chief HR Officer 2012 Lars Opsahl EVP Regions Norway 1986 Grethe Bergly EVP Greater Oslo Area 2002

All members of the Management are employed by Multiconsult ASA. The Company's registered office, Nedre Skøyen vei 2, 0276 Oslo, Norway, serves as the business address for the members of management in relation to their positions in the Company.

10.3.2 Brief biographies of the members of the Management Set out below are brief biographies of the members of the Management, including their relevant management expertise and experience, an indication of any significant principal activities performed by them outside the Company and names of companies and partnerships of which a member of the Management is or has been a member of the administrative, management or supervisory bodies or partner the previous five years (not including directorships and management positions in subsidiaries of the Company). Christian Nørgaard Madsen (Chief Executive Officer) Madsen has been employed at Multiconsult since 2012. He has more than 20 years of experience in consulting engineering. Madsen has senior management experience from various companies, including chief executive officer at Multi Surface Solutions ASA (today: Buer Gruppen AS) and COWI AS and executive vice president at Norconsult. In addition Madsen has had various management positions in Techno Consult. Currently Mr.

Madsen is the chairman of the board in RIF (rådgivende ingeniørers forening) and in Multiconsult Polska and a board member in LINK Arkitektur AS. Madsen holds a Master of Science in mechanical engineering, refrigeration engineering and heat pumps at the Norwegian University of Science and Technology (NTNU), graduating in 1986. Anne Harris (EVP and Chief Financial Officer) Harris has been employed at Multiconsult since 2014. Harris has extensive management experience from finance, management change and corporate governance, nationally and internationally. Harris' experience includes CFO at Entra Eiendom, EVP HR & Org., at Norsk Hydro and Head of Corporate Financial Reporting & Performance at Norsk Hydro. Harris has also had various management positions in Total Norge AS. Currently Harris is a board member at Institutt for Energiteknikk. She has previously been a board member at Oslo S Utvikling (a subsidiary of Entra Eiendom AS). Harris holds a Master of Science in Business and Economics from BI Norwegian School of Management. Øyvind Holtedahl (EVP Market, Strategy and Innovation) Mr Holtedahl has been employed at Multiconsult since 2012. He has held management roles in the fields of project and product development, and has also worked as a strategic and financial adviser. Holtedahls experience includes associated partner in Hartmark AS and managing partner in MOVE venture Partner AS. Holtedahl is currently the chairman of the board at Mantech AS. He is also a board member at one2touch AS, Multiconsult Stord AS, Multiconsult UK Ltd, Multiconsult Asia Ltd, Norplan UK Ltd, and Norplan Tanzania Ltd. Holtedahl has a Bachelor of Science, Electro and Automation from Telemark Technical School (TMIH) and a Master of Science in telecommunications from NTNU (Norwegian Technical University). He also has an executive MBA in strategic management from the Norwegian School of Business (Nw. Handelshøyskolen) (NHH). Ola Dalen (EVP Corporate Projects) Mr Dalen has been employed at Multiconsult since 1981. He has had several management positions at the Company, including line management, administrative and project management roles. Dalen is currently the chairman of Multiconsult’s subsidiary Analyse & Strategi, and the chairman of the board of Løvseth Partner AS. Dalen has also been on the board of RIF (Rådgivende Ingeniørers Forening). Elisabeth Melander Stene (EVP and Chief HR Officer) Stene has been employed at Multiconsult since 2012. She has wide‐ranging experience in HR and line management in Norway and overseas. For many years, Stene worked at Telenor, and she was also chief human resources officer at Uninor. Stene has also been a board member of Telenor Networks Holding AS, Telenor Telecom Solution AS and in Norplan Hydropower UK. Stene holds a Master of Science in European Studies from the London School of Economics, and a Bachelor in Science in Business Management from the University of Salford in England. Lars Opsahl (EVP Regions Norway) Mr. Opsahl has been employed at Multiconsult since 1986. He has held several line management and project management positions, including EVP in the Fredrikstad Region, Technical manager in Multiconsult, Technical manager in Moss Næringsinvestor. Opsahl has also been a member of the board of various organizations promoting industrial and business development in the Fredrikstad area. Opsahl has studied civil and structural engineering at the University of Newcastle upon Tyne. Grethe Bergly (EVP Greater Oslo area) Bergly has been employed at Multiconsult since 2002. She has worked at consulting firms in Norway and Scotland. Bergly is a board member of Norplan AS and Multiconsult Asia Pte Ltd. She has previously been a board member of Norplan Tanzania. Bergly has studied structural engineering at the University of Manchester Institute of Science and Technology, and holds an MBA from Heriot Watt University in Edinburgh.

10.3.3 Remuneration and benefits The remuneration to the members of the Management in 2014 was NOK 21,180,112. The remuneration to the CEO in 2014 was NOK 3,452,219.

10.3.4 Shares and options held by members of the Management As at the date of this Prospectus, the members of the Management have the following shareholdings and options in the Company (including direct and indirect ownership): Name Position Number of Shares Number of options Christian Nørgaard Madsen Chief Executive Officer 43,500 0 Anne Harris EVP and Chief Financial Officer 2,500 0 Øyvind Holtedahl EVP Market, Strategy and Innovation. 4,800 0 Ola Dalen EVP Corporate Projects 136,000 0

Elisabeth Melander Stene EVP and Chief HR Officer 6,720 0 Lars Opsahl EVP Regions Norway 66,230 0 Grethe Bergly EVP Greater Oslo Area 19,600 0

10.3.5 Directorships and management positions held by the Board Members and the senior management The following table sets forth all companies and partnerships in which the members of the Board of Directors and senior management have been members of the administrative, management and supervisory bodies in the previous five years (not including subsidiaries within the Group). Name of officer Position held Company or partnership Term of office Christian Nørgaard Chairman Association of consulting 2013‐present Madsen Engineers in Norway Marketing drector industry, Brødrene Dahl 2011‐2012 energy and climate Board member Multi Surface Solutions ASA 2011‐2013 Chief executive officer Multi Surface Solutions ASA 2010‐2011 Chief executive officer COWI AS 2003‐2010

Anne Harris Chief financial officer Entra Eiendom 2010‐2013 EVP HR & Org. Norsk Hydro 2007‐2010 Board Member Institutt for Energiteknikk 2015‐present Board Member Oslo S Utvikling 2010‐2013 Øyvind Holtedahl Associated partner Hartmark AS 2010‐2011 Managing partner Move Venture Partner AS 2007‐2010 Chairman Mantech AS ‐present Board member One2touch AS 2010 ‐ present

Chairman ClipCanvas AS 2009‐2010 Ola Dalen Chairman Løvseth and Partner AS 2014 – present Board member Rådgivende Ingeniørers 2009‐2013 Forening Elisabeth Melander SVP & Head of Telenor Group 1996‐2012 Stene transformation and HR operations

Chief human reources officer Unior, India 2011‐2012 Vice president and head of Unior, India 2009‐2010

Name of officer Position held Company or partnership Term of office people and organization Lars Opsahl ‐ ‐ ‐ Grethe Bergly ‐ ‐ ‐ Steinar Mejlænder‐ Chief executive officer Selvaag Byutvikling AS 2013 ‐ present Larsen Chief executive officer Melinco AS 2006 – present Chairman Tjuvholmen AS 2004 – present Chairman Tjuvholmen Holding AS 2015 – present Chairman Melinco AS 2006 – present Chairman Lørenskog Vinterpark AS 2016 – present Board member Betonmast Selvaagbygg AS 2012 – present Board member Betonmast AS 2012 – present Participant Skotfoss Bruk DA 2000 ‐ present Nigel K. Wilson Partner and chief executive KWC AS 2013‐ present officer Chief executive officer Foinco AS 2005‐2012 Board member Aweco Invest AS 2009‐ present Board member Enter Fonder AB 1999‐ present Chairman The Norwegian family Office 2012‐ present forum Chairman Norsk Titanium AS 2013‐2014 Chairman Arkwright Corporate Finance 2012 ‐2013 AS Chairman Alliero Holding AS 2007‐2013 Chairman Zentuvo AS 2008‐2013 Chairman Norstat AS 2010‐2013 Board member Grieg Investor AS 2009‐2014 Board member BNS Holding AS 2005‐2013 Line Haugen Chief financial officer Scandic Hotels AS 2013‐ present Chief financial officer Telenor Norge AS 2010‐2012 Board member Scandic Hotels AS 2014‐ present Board member Scandic Hotels Holding AS 2014‐ present Board member Rica Hotels AS 2014 – present Board member Scandic Bergen Hotel City AS 2015‐ present Board member Scandic Bergen Hotel Neptun 2015‐ present AS Board member Scandic Bergen Hotel Strand 2015‐ present AS Board member Scandic Hotels Midt Norge AS 2014‐ present Board member Grand Hotel Driftsselskap AS 2015‐ present Board member Scandic Hotels Øst AS 2014‐ present Board member Scandic Hotels Troms AS 2014 – present Board member Scandic Sunnfjord Hotel AS 2014‐ present

Name of officer Position held Company or partnership Term of office Arne Fosen Chief executive officer Cargonet AS 2014 – present Vice president NSB 2012‐2014 Director for strategy and NSB 2004‐2012 business development Chairman Rialcombi AS 2014 – present Chairman Terminaldrift AS 2014 – present Chairman Tømmervogner AS 2014‐ present Chairman Svenska Tågkompaniet AB 2005‐2014 Chairman Fjord Tours AS 2001‐2013 Chairman NSB Gjøvikbanen AS 2007‐2013 Board member Real rail AB 2014‐ present Board member Roslagståg AB 2010‐ present Board member ROM Eiendom AS 2008‐2014 Board member Nettbuss AS 2012‐2014 Board member CargoNet AS 2013‐2014 Board member Arrive AS 2005‐2013 Vibeke Strømme Chief executive officer Teknologisk Institutt 2012‐ present Chief executive officer Eureka Pumps AS 2011‐2012 Chief executive officer Mesta Elektro AS 2006‐2011 Board member Teknisk Institutt Pensjonskasse 2013 –present Chairman Teknologisk Institutt 2013 – present Sertifisering AS Board member Otera AS 202‐2014 Board member GeoSurvey AS 2008‐2011 Board member Mesta Drift AS 2009‐2011 Board member Mesta Entreprenør AS 2009‐2011 Board member Mesta Eiendom AS 2009‐2011 Board member Mesta Stein AS 2009‐2011 Board member Mesta Verksted AS 2009‐2011 Kari Medby Loland ‐ ‐ ‐ Freddy Evert Holstad ‐ ‐ ‐ Elisabeth Lokshall ‐ ‐ ‐

10.3.6 Bonus program The CEO has a bonus agreement that enables payment upon any overachievement of budget targets. Maximum bonus in the employment agreement equates to salary for four months. The bonus agreements for the remaining members of Management are based on financial results for the Group in addition to individual goals. Maximum bonus is limited to one month salary. The Management participates in the Company's profit sharing arrangement like all other employees. Up to 2014 The Company had a profit sharing arrangement which the employee representatives on the Board of Directors participated in, in line with the employees. From 2015 the profit sharing arrangement is replaced with a share purchase program. The share purchase program entails that the employees of the Company are offered to buy Shares with a discount of 20% from the market price, calculated as the average share price in

the first week of November. A maximum annual purchase is set to I G (currently NOK 88,370) after discount. The minimum investment is set to NOK 10,000 after discount. The Shares purchased under the share purchase program is subject to a two year lock‐up period from the date of the purchase.

10.4 Benefits upon termination The CEO is entitled to twelve month's salary as severance pay if his employment is terminated by the Company, unless the termination is due to gross negligence of duty as defined by relevant laws or the CEO enters into a new employment agreement during the twelve month period. The EVP for Market, Strategy and Innovation is entitled to six months’ salary as severance pay if his employment is terminated by the Company. No other members from the Management or the Board of Directors have agreements for severance pay.

10.5 Pension and retirement benefits For the year ended 31 December 2014, the cost of pension for members of the Company's Management was approximately NOK 6.1 million. Other than the employee‐elected members of the Board of Directors, who are included in the Company's benefit pensions plan, Board members are not entitled to pension payments or related from the Company. For more information regarding pension and retirement benefits, see note 11 to the Consolidated Financial Statements from 2014.

10.6 Loans and guarantees As at the date of this Prospectus the Company has not granted any loans, guarantees or other commitments to any of its board members or to members of the Management

10.7 Nomination committee The Company shall, according to its Articles of Association, have a nomination committee consisting of three members. The nomination committee is elected by the general meeting and have a period of service for two years unless the general meeting determines otherwise. The nomination committee's tasks are set out in the Articles of Association and include, amongst other things to; nominate new board members to the general meeting, propose remuneration to the board members at the general meeting, propose remuneration to the members of the nomination committee, and to nominate new members of the nomination committee to the general meeting.

10.8 Audit committee The Board of Directors has elected an audit committee amongst the members of the Board of Directors. The audit committee comprises of 3. The committee currently comprises of Nigel Wilson as the leader and Line Haugen and Steinar Mejlænder Larsen as members. 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.

10.9 Remuneration committee The Company has established a remuneration committee that consists of 2 members of the Board of Directors. The members of the remuneration committee are and shall be independent of the Company’s Management. The members of the remuneration committee are appointed by the Board of Directors for a period of two years, or until they resign their position as a member of the Board of Directors. The committee currently comprises of Steinar Mejlænder Larsen as the leader and Vibeke Strømme as member. The remuneration committee is a preparatory and advisory committee for the Board that shall prepare matters for the Board’s consideration and decisions regarding the remuneration of, and other matters pertaining to the

Company’s Management. The recommendations of the remuneration committee shall cover all aspects of remuneration to the Management, including but not limited to salaries, allowances, bonuses, options and benefits‐in‐kind. The Company has adopted separate instructions for the remuneration committee setting out further details on the duties, composition and procedures of the committee.

10.10 Board and management practices The Company has adopted routines and guidelines to ensure proper distribution and handling of information, internally in the Group and for the Management and the Board, and distribution of information to the market. The Company has adopted insider manuals, manual on disclosure of information, rules of procedures for the Board, instructions for the nomination committee, audit committee and the remuneration committee. The two latter are described in Sections 10.8 "—Audit Committee" and 10.9 "—Remuneration Committee" above. For further information on the Management and the Board of Directors please refer to Sections 10.2 "—Board of Directors" and 10.3 "—Management".

10.11 Conflicts of interests On the current Board of Directors, Nigel Wilson is engaged as advisor by the Lead Selling Shareholder one of the Company's largest shareholders. By being engaged by the Lead Selling Shareholder Wilson has fiduciary duties to Stiftelsen Multiconsult that may conflict with the Company's interests. Holstad is a member of the board of directors of Stiftelsen Multiconsult, but is considered to be independent from Stiftelsen Multiconsult. There are currently no other actual or potential conflicts of interest between the Company and the private interests or other duties of any of the members of the Board of Directors or the Management, including any family relationships between such persons.

10.12 Convictions for fraudulent offences, bankruptcy etc. None of the members of the Board of Directors or the Management have during the last five years preceding the date of this Prospectus:  any convictions in relation to indictable offences or convictions in relation to fraudulent offences;  received any official public incrimination and/or sanctions by any statutory or regulatory authorities (including designated professional bodies) or 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; or  been declared bankrupt or been associated with any bankruptcy, receivership or liquidation in his/her capacity as a founder, director or senior manager of a company or partner of a limited partnership.

10.13 Employees

10.13.1 Overview As at the date of this Prospectus, the Group has a total of 1744 employees. The following table illustrates the number of employees as per the end of each calendar year for 2014 and 2013 and 2012 split by the geographical areas. Geographical area 2014 2013 2012 Greater Oslo Area 788 754 724 Regions Norway 727 681 620 International 102 24 0 Unallocated 107 96 79 Total: 1 724 1 555 1 423

10.14 Corporate governance The Company complies with the Norwegian Code of Practice for Corporate Governance issued by the Norwegian Corporate Governance Board, latest edition of 30 October 2014, with exception of the following  The Company has in place processes and routines for internal control over financial reporting and risk management. However, these processes are currently under review to fully comply with NUES. It is expected that necessary changes will be implemented during fall 2015 at the latest.

11. THE SELLING SHAREHOLDERS

11.1 The Selling Shareholders The Offering comprises of 10.600.000 Offer Shares as offered by 90 existing shareholders. 6,490,610 of the Offer Shares are offered by the Lead Selling Shareholder. A complete overview of the Selling Shareholders is as follows: Registered address No. of Shares offered in # Name the Offering 1 Stiftelsen Multiconsult* Postboks 715, 1487 Oslo 6,490,610 2 Trond Dahle Gamleveien 715, 1487 Hakadal 249,690 3 Kjell Egil Larsen Langleiken 27, 1348 Rykkin 200,000 4 Pål Friis Lumberveien 26, 4621 Kristiansand S. 200,000 5 Finn Stenseth Holm Fossveien 13, 1363 Høvik 160,660 6 Vigleif Næss Møllersvei 19, 1363 Høvik 160,000 7 Finn Rasmussen Jørnstadveien 3, 1394 Nesbru 157,700 8 Atle Holm Skogveien 7, 1358 Jar 150,000 9 Pål Wærsten Bærumsveien 196, 1357 Bekkestua 120,500 10 Per Stokkeland Kuholmsveien 27, 4631 Kristiansand S. 117,700 11 Odd Arne Moi Lian Platå 33, 4638 Kristiansand S. 108,000 12 Knut Tydal Ringeriksveien 56, 3414 Lierstranda 100,000 13 Håkon Bertnes Gullhauggrenda 16, 1354 Bærums Verk 100,000 14 Jan Viggo Holm Jongskollen 9, 1337 Sandvika 100,000 15 Sverre Nergaard Endrestøveien 12, 4070 Randaberg 100,000 16 Svein Bjørberg Rolfsbuktalléen 15, 1364 Fornebu 96,000 17 Ivar Håkon Bragge Spirekleiv 3B, 4950 Risør 87,380 18 Oddbjørn Aasen Morellveien 12, 1555 Son 86,910 19 Ola Dalen* Gaustadveien 23D, 0372 Oslo 86,000 20 John Giil Ullernfaret 12 d, 0281 Oslo 83,000 21 Asbjørn Halvorsen Løkkeveien 25, 1555 Son 80,000 22 Bjørn Stenseth Vestre Greverud Terr. 14D, 1415 Oppegård 80,000 23 Petter Hillestad Plassbak Østre Strandgate 16, 4610 Kristiansand S. 70,000 24 Arnt Bugten Hvitstenveien 214, 1540 Vestby 70,000 25 Steinar Grongstad Skansen 29, 1405 Langhus 65,800 26 Pia Friis Tonsenveien 19, 0587 Oslo 59,420 27 Trygve Brænd Løvenskiold vei 18B, 1358 Jar 54,340 28 Olof Skuncke Sleiverudåsen 28, 1354 54,160 29 Harald Systad Søråshøgda 55, 5235 Rådal 52,390 30 Tore Thorkildsen Ryggeveien 164, 1570 Dilling 50,000 31 Erik Åldstedt Brobekkveien 28, 0598 Oslo 50,000 32 Karsten Friis Seilduksgata 33A, 0553 Oslo 49,430 33 Håkon Libæk Furusetåsen 6, 1405 Langhus 45,000 34 Terje Steinskog Prestegårdsveien 30, 4371 Egersund 42,370 35 Yngvar Aldernæs Hanson Veidegrenda 6, 1671 Kråkerøy 40,060 36 Cecilie Dahle Nedrelid Gamleveien 713, 1487 Hakadal 38,000 37 Finn Christian Bentsen Skansen 12, 4608 Kristiansand S. 33,700 38 Ola Bruskeland Konglefaret 36, 1359 Eiksmarka 32,580 39 Per Oscar Larsen O.T. Bjanes vei 5, 1352 Kolsås 31,930 40 Karin Frøyna Idrettsveien 13B, 1400 Ski 31,720 41 Egil T. Pettersen Solbakkveien 10, 1405 Langhus 30,000 42 Arne Schram Simonsen Sondrevegen 2K, 0378 Oslo 30,000 43 Rikard Karlstrøm Askeladdsvingen 40, 9010 Tromsø 28,000 44 Aashild Baasen Busoppveien 5A, 1349 Rykkinn 27,000 45 Mette Koldberg Lijordveien 11, 1359 Eiksmarka 26,500 46 Sven Harald Mathisen Løvsethfaret 22, 1188 Oslo 25,000

47 Vagn Nielsen Johan Castbergs vei 22, 0673 Oslo 24,000 48 Frode S. Arnesen Solhola 45, 5300 Kleppestø 20,000 49 Helle Friis Bjørke Tomasjordnes 43, 9024 Tomasjord 20,000 50 Ove Rusten Smedsrudveien 17C, 1405 Langhus 20,000 51 Inga Nielsen Friis Innherredsveien 2C, 7014 Trondheim 20,000 52 Gunnulv Eiesland Lychesvingen 3, 1337 Sandvika 20,000 53 Bente Kongsten Dagboveien 16, 1406 Ski 20,000 54 Arnfinn Åvitsland Høietun 253, 4619 Mosby 20,000 55 Sigmund Tøien Neslia 33, 1344 Haslum 18,000 56 Knut Ø. Espedal Underlia 2, 3021 Drammen 17,000 57 Kjetil Ertesvåg Kjempeveien 5, 4631 Kristiansand S. 15,600 58 Lars Mørk Wessels veg 3, 2005 Rælingen 15,500 59 Rolf Johan Johansen Seljefløyten 32, 1346 Gjettum 15,000 60 Kjartan Nielsen Friis Bjerklundgata 5, 0553 Oslo 15,000 61 Anniken Friis Tjørnhaugen 84, 5154 Bønes 13,942 62 Alexander Kristiansen Tåjeveien 4b, 1914 Ytre Enebakk 13,750 63 Hans‐Henrik Seiersted Vendla 33, 1397 Nesøya 11,720 64 Caroline Moore 883 Lily Street, Monterey CA 93940, USA 11,000 65 Olav Selvåg Torstadveien 8C, 1396 Billingstad 10,000 66 Atle Dagestad Leiv Erikssons vei 32, 7040 Trondheim 10,000 67 Trond Fosseli Bukken Bruses vei 28, 4638 Kristiansand S. 10,000 68 Brit Korperud Lysneiveien 22, 1400 Ski 10,000 69 Lars Opsahl* Johan Hansen vei 5, 1672 Kråkerøy 10,000 70 Arnor Jensen Hans Nilsens veg 18, 9020 Tromsdalen 10,000 71 Eli Grøttheim C.A. Torstensensvei 71, 0377 Oslo 9,222 72 Morten Jørgensen Hånestangen 50, 4635 Kristiansand S. 8,000 73 Terje Fjeld Lysthusbråten 37, 1383 Asker 7,500 74 Roger Hagen Hovet 11, 3300 Hokksund 7,080 75 Jørn Tyrdal Nordrehaug 23, 1394 Nesbru 5,780 76 Erling Gudbrand Baasen Busoppveien 5A, 1349 Rykkinn 5,000 77 Frank Olav Frantzen Bergheimsvegen 28, 7049 Trondheim 5,000 78 Halvor Aarrestad Granveien 6A, 1430 Ås 4,130 79 Steinar Dyrli Hans Nordahls gate 92, 0485 Oslo 3,500 80 Tor Arne Melhus Osloveien 215, 1538 Moss 3,000 81 Jan Anders Finstad Laueveien 7, 1481 Hagan 2,840 82 Kjell Einar Kristiansen Lundvegen 29, 7089 Heimdal 2,800 83 Olav Årbogen Anders Liaklevs veg 8B, 7088 Heimdal 2,500 84 Bjørnar Foldøy Byberg Vestliveien 20A, 0750 Oslo 2,000 85 Adin Hatic Stjerneblokkveien 15, 1083 Oslo 2,000 86 Øyvind Høvding Kjenndalsåsen 13, 5225 Nesttun 2,000 87 Velaug Schei Serinelystveien42E, 7020 Trondheim 2,000 88 Morten Nilsen Øvre Kristiansens gate 1C, 7014 Trondheim 1,836 89 Bjørnulf Norum Tangensvingen 11, 1450 Nesoddtangen 1,000 90 Anders T. Windsor P.A. Munchs gate 16B, 7030 Trondheim 750 Total 10,600,000 * Primary insiders of the Company The Lead Selling Shareholder has entered into an agreement with WSP Europe AB for the acquisition of all Shares held by WSP Europe AB. The Shares acquired from WSP Europe AB will be sold in the Offering. See Section 11.3 "—The acquisition of Shares from WSP Europe AB" for further details. In addition, the Lead Selling Shareholder has entered into share purchase agreements with 10 other shareholders for the acquisition of 1,385,808 Shares which, in addition to 214,192 Shares from the Lead Selling Shareholder (for a total of 1,600,000 Shares), will be sold to the Stabilisation Agent if the Stabilisation Agent exercises the Over‐Allotment Option as described in Section 17.9 "Over‐Allotment and stabilisation activities".

11.2 About the Lead Selling Shareholder The Lead Selling Shareholder is a foundation (Nw. stiftelse) organised and existing under the laws of Norway with registration number 977 140 862 in the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). The Lead Selling Shareholder was incorporated on 28 December 1973, the same day as the Company was formally founded. The Lead Selling Shareholder's objective is to promote the development of the Group, secure the continuity of the Group, increase the influence and well‐being of the employees of the Company and to own shares and/or other interests in the Group. The board members of the Lead Selling Shareholder are elected by the Company's individual shareholders and employees.

11.3 The acquisition of Shares from WSP Europe AB On 23 March 2015, the Lead Selling Shareholder entered into an agreement with WSP Europe AB for the acquisition of all Shares held by WSP Europe AB as of the agreement date (6,490,610 Shares following the share split described in Section 13.1 "Shares and share capital—Share capital and share capital history", representing 24.7% of the total share capital). The sale of the Shares will be completed immediately following, and be conditional upon, the pricing of the Offering and Stiftelsen Multiconsult will sell all and not less than all of the Shares acquired from WSP Europe AB as part of the Offering. WSP Europe AB, Multiconsult and Arctic, as settlement agent, will enter into an agreement which will provide that WSP Europe AB will transfer its Shares to a client account with the Managers and that title to the shares will transfer to Stiftelsen Multiconsult immediately following pricing. The Lead Selling Shareholder entered into the acquisition agreement in order to provide secondary Shares as part of the Offering, while also being able to maintain a substantial ownership percentage in the Company following the Offering. WSP Europe AB is not a Selling Shareholder in the Offering.

12. RELATED PARTY TRANSACTIONS

The Company has entered into agreements with the WSP Group regarding hire‐in and hire‐out of personnel. The WSP Group is a competing consultancy company which currently hold an ownership interest of approximately 24.7% in the Company through WSP Europe AB. Multiconsult has recognised revenues of NOK 850 thousand in 2014 for sales to the WSP Group and purchase of services for NOK 14.635 thousand in 2014. As of 31 December 2014, Multiconsult had receivables of NOK 28 thousand and liabilities of NOK 797 thousand. The Company has recognised revenues from sales to Stiftelsen Multiconsult of NOK 776 thousand in 2014 and had receivables of NOK 4 thousand as of 31 December 2014. As for transactions and balances with joint ventures and affiliated companies, please see the table below: Receivables from Liabilities to Purchases from Sales to Guarantees given Amounts in NOK 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 thousand

LINK Arkitektur AS 2,278 888 1,675 1,363 12,434 13,602 6,277 5,869 0 0 Norplan AS 637 419 0 873 250 0 8,101 1,527 500 500 Norplan Tanzania Ltd 1,817 0 278 0 2,165 0 327 0 0 0 Newplan Ltd 1,343 0 0 0 665 0 482 0 0 0 FPS AS 2,867 0 0 0 0 0 26,271 1,582 3,600 3,600

TOTAL 8,941 1,307 1,953 2,237 15,504 13,602 41,457 8,978 4,100 4,100

Purchases are to a large degree related to architectural services from LINK Arkitektur AS. FPS AS was established in October 2013 for the purposes of fulfilling a frame agreement with Jernbaneverket for the Follobane project. Multiconsult is one of the owners, and is engaged by FPS AS to deliver parts of the contract to FPS AS. Purchase and sale of shares and capital contribution and distributions (dividends, Group contributions) in 2014 and 2013:  In December 2013, the Company acquired 49% of the shares in Norplan Tanzania Ltd and 40% of the shares in Newplan Ltd from Norplan AS for a total consideration of NOK 1,350,000.  In 2013, the Company received dividends from LINK arkitektur AS of NOK 1,600,000 related to the financial year 2012.  In 2013, the Company received dividends from LINK arkitektur AS of NOK 1,600,000 related to the financial year 2013.  In 2014, the Company received repayment of parts of the paid‐in capital in Norplan AS of NOK 375,000 in addition to dividends of NOK 2,166,000.

13. SHARES AND SHARE CAPITAL

13.1 Share capital and share capital history The Company’s current share capital is NOK 13,124,600 divided into 26,249,200 ordinary Shares, each with a nominal value of NOK 0.5. The Company has one class of shares, and each Share carries one vote and has equal rights to dividend. All the Shares are validly issued and fully paid. All of the Company’s shareholders have equal voting rights, however, pursuant to the Articles of Association, no Shareholder (including any affiliates) may vote for more than 25% of the Shares issued at general meetings of the Company, for further description see Section 14.2 "Shareholder matters and Norwegian company and securities law—Voting rights". The table below summarises the development in the Company's share capital for periods covered by the historical financial information included in the Prospectus as Appendix B: Date Type of Share capital Share capital Subscription Par value Issued shares Total change increase (NOK) price (NOK/ shares (NOK) (NOK/share) share) 16 April Share ‐ 13,124,600 ‐ 0.5 23,624,280 26,249,200 2015 split

On 16 April 2015 the Company resolved a share split of 1:10. On 16 April 2015 the Company resolved to pay out ordinary dividends of NOK 84 million and extraordinary dividends of NOK 191.6 million. The extraordinary dividend has not yet been paid out, and is subject to the Company completing the Listing.

13.2 Own shares As at the date of this Prospectus, the Company does not own any treasury shares

13.3 Shareholder agreements The Board is not aware of any shareholder agreements by and among the Company's shareholders relating to the Company.

13.4 Stock exchange listing, share registrar and securities number Multiconsult ASA is a Norwegian public limited liability company and the Shares are issued pursuant to the Norwegian Public Limited Liability Companies Act. The Company applied for admission to trading of its Shares on Oslo Børs on 30 April 2015, and the board of directors of Oslo Børs approved the listing application on 6 May 2015. Completion of the Offering is subject to certain conditions as further described in Section 17.13 "The terms of the Offering—Conditions for completion of the Offering". The Company currently expects commencement of trading in the Shares on Oslo Børs on or around 22 May 2015 under the ticker symbol "MULTI". The Shares are registered in the Norwegian Central Securities Depository (VPS). The Company's registrar is DNB Markets, Registrars department, P.O Box 1600 Sentrum N‐0021 Oslo. The Shares carry the securities number ISIN NO 001 073433.8.

13.5 Outstanding authorizations At the ordinary general meeting of the Company on 16 April 2015 the Board of Directors was authorised to increase the share capital of the Company by up to NOK 1,312,460. The authority may only be used to issue shares as consideration in connection with acquisitions, raise new equity to finance such acquisitions, in connection with a share incentive program for the employees in the Group or in connection with the Over‐ allotment Option as part of the Offering as further described in Section 17.9 "The terms of the Offering—Over‐ Allotment and stabilisation activities". The existing shareholders' pre‐emptive rights under Section 10‐4 of the Companies Act may be set aside by the Board of Directors. The authorisation is valid until the next ordinary general meeting in 2016, but no longer than until 30 June 2016. At the ordinary general meeting of the Company on 16 April 2015 the Board of Directors was authorised to purchase own shares for a total aggregate amount of up to NOK 1,312,460. The acquisitions may not be done

at a price below NOK 5 per Share or above NOK 250 per Share. The authorization is valid until the next ordinary general meeting in 2016, no longer than 30 June 2016.

13.6 Share options, convertible instruments and warrants Neither the Company nor any of its subsidiaries has issued any options, warrants, convertible loans or other instruments that would entitle a holder of any such instrument to subscribe for any shares in the Company or its subsidiaries. Further, neither the Company nor any of its subsidiaries has issued subordinated debt or transferable securities other than the Shares and the shares in its subsidiaries which will be held, directly or indirectly, by the Company.

13.7 Shareholders The table below sets out Multiconsult's 20 largest shareholders as registered in VPS as at 7 May 2015: Name Number of shares Percentage (%) WSP Europe AB 6,490,610 24.7% Stiftelsen Multiconsult 5,582,150 21.3% Brian Glover 520,590 1.98% Jan Reidar H. Lindemark 520,590 1.98% Harald G. Strand 315,860 1.20% Ivar Eng 303,560 1.15% Kjell E. Larsen 300,000 1.14% Trond Dahle 269,690 1.03% Pål Friis 259,420 0.99% Finn Rasmussen 257,700 0.98% Dan‐Evert Brekke 246,530 0.94% Atle Holm 234,000 0.89% Johan H. Bertnes 228,020 0.87% Olav Hotvedt 214,940 0.82% Ove Rusten 206,260 0.78% Finn Holm 200,660 0.76% Vigleif Næss 200,000 0.76% Anniken Friis 199,420 0.76% Oddbjørn Aasen 186,910 0.71% Erik Bjertness 177,870 0.68% Total 16,914,680 64.44%

As of the date of this Prospectus, the Company has 572 shareholders. The following shareholders own more than 5% of the issued share capital on the date of the Prospectus: WSP Europe AB (6,490,610 Shares, representing 24.7% of total share capital), and Stiftelsen Multiconsult (5,582,150 Shares, representing 21.3% of total share capital). As described in Section 11.3 "The Selling Shareholders—The acquisition of Shares from WSP Europe AB", The Lead Selling Shareholder has entered into an agreement to acquire all the Shares currently owned by WSP Europe AB. The Lead Selling Shareholder will sell all the Shares acquired from WSP Europe AB as part of the Offering. In addition, the Lead Selling Shareholder has granted the Stabilisation Manager an option to purchase up to 1,600,000 additional Shares exercisable, in whole or in part, within a 30‐ day period commencing at the time trading in the Shares commences on Oslo Børs to cover any Over‐ Allotments made in connection with the Offering. The Lead Selling Shareholder has entered into share

purchase agreements with 10 other shareholders for the acquisition of 1,385,808 Shares which will be sold to the Stabilisation Manager if the Stabilisation Manager exercises the Over‐Allotment Option as described in Section 17.9 "Over‐Allotment and stabilisation activities". In total 31% of the Shares are owned by current employees. Said Shares are individually owned by 474 persons of whom the largest shareholder owns 315,860 Shares, representing 1.20% of the share capital. In total 12.3% of the Shares are held by 63 persons through inheritance, gifts or retirement. The largest of such shareholders owns 520,590 Shares, representing 1.98% of the share capital. In total 10.8% of the Shares are held by 32 retired employees. The largest of such shareholders owns 520,590 shares, representing 1.98% of the share capital. Shareholders with ownership exceeding 5% must comply with disclosure obligations according to the Norwegian Securities Trading Act Section 4‐3. For a more detailed description please see Section 14.9 "Shareholder matters and Norwegian company and securities law—Disclosure obligations". As far as the Company is aware, there is no natural or legal person other than the above mentioned, who indirectly or directly has a shareholding in the Company above 5%. To the knowledge of the Company, no person, entity or group directly or indirectly controls the Company to such extent that special measures are considered necessary to ensure abuse of such control. To the extent known to the Company, it is not directly or indirectly owned or controlled by any entity or individual. The Company is not aware of any agreements that at a later stage may lead to change of control of the Company. The Lead Selling Shareholder and the Company are subject to a six month lock‐up period from the first day of Listing. The members of the Company's executive management and the board members of the Company are subject to a twelve month lock‐up period from the first day of Listing. For further details see Section 17.17 "The terms of the Offering—Lock‐up".

14. SHAREHOLDER MATTERS AND NORWEGIAN COMPANY AND SECURITIES LAW

The following is a summary of certain information relating to the Shares and certain shareholder matters, including the Articles of Association and a summary of applicable Norwegian law in effect as at the date of this Prospectus, including the Norwegian Securities Act and the Norwegian Public Limited Liability Companies Act. The summary does not purport to be complete and is qualified in its entirety by the Company’s Articles of Association and Norwegian law. Under Norwegian law, all shares are to provide equal rights in a company. However, Norwegian law permits a company’s articles of association to provide for different types of shares (e.g., several classes of shares). In such case, a company’s articles of association must specify the different rights, preferences and privileges of the classes of shares and the total par value of each class of shares. The Articles of Association provide for a single class of shares with equal rights. There are no restrictions affecting the right of Norwegian or non‐Norwegian residents or citizens to own the Shares. The Articles of Association do not contain any provisions restricting the transferability of Shares.

14.1 The general meeting of shareholders Under Norwegian law, a company’s shareholders are to exercise supreme authority in the company through the general meeting. In accordance with Norwegian law, the annual general meeting of the Company’s shareholders is required to be held each year on or prior to 30 June. The following business must be transacted and decided at the annual general meeting: • approval of the annual accounts and annual report, including the distribution of any dividend; • the Board of Directors’ declaration concerning the determination of salaries and other remuneration to senior executive officers; • any other business to be transacted at the general meeting by law or in accordance with the Company’s articles of association In addition to the annual general meeting, extraordinary general meetings of shareholders may be held if deemed necessary by the Board of Directors. An extraordinary general meeting must also be convened for the consideration of specific matters at the written request of the Company’s auditors or shareholders representing a total of at least 5% of the share capital. Norwegian law requires that written notice of general meetings needs be sent to all shareholders whose addresses are known at least three weeks prior to the date of the meeting. However, the annual general meeting of a Norwegian public limited company may with a majority of at least two‐thirds of the aggregate number of votes cast as well as at least two‐thirds of the share capital represented at a general meeting resolve that extraordinary general meetings may be convened with a fourteen days' notice period until the next annual general meeting provided the company has procedures in place allowing shareholders to vote electronically. The notice shall set forth the time and date of the meeting and specify the agenda of the meeting. It shall also name the person appointed by the Board of Directors to open the meeting. A shareholder may attend the general meeting either in person or by proxy. The Company will include a proxy form with its notices of general meetings. A shareholder is entitled to have an issue discussed at a general meeting if such shareholder provides the Board of Directors with notice of the issue within seven days before the three week notice period, together with a proposal to a draft resolution or a basis for putting the matter on the agenda.

14.2 Voting rights Norwegian law provides that each outstanding share shall represent a right to one vote at the general meeting of the Company. However, the Articles of Association sets forth that no shareholder, including such shareholder’s close associates, may vote for more than 25% of the Shares at the general meeting of the Company. A shareholder's close associates include the following: 1. a spouse or a person with whom the shareholder cohabits in a relationship akin to marriage, 2. the shareholder's under‐age children, and under‐age children of a person as mentioned in no. 1 with whom the shareholder cohabits,

3. an undertaking within the same group as the shareholder, 4. an undertaking in which the shareholder himself or a person as mentioned in number 1, 2 or 5, exercises influence as mentioned in the Public Limited Companies Act Section 1‐3. 5. A party with whom the shareholder must be assumed to be acting in concert in the exercise of rights accruing to the owner of a financial instrument. This restriction can be removed by the general meeting at any time by a 2/3 majority. Save for the above, all of the Company’s Shares have an equal right to vote at general meetings. No voting rights can be exercised with respect to treasury shares held by a company. In general, decisions that shareholders are entitled to make under Norwegian law 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 are elected. However, as required under Norwegian law, certain decisions, including resolutions to set aside preferential rights to subscribe in connection with any share issue, to approve a merger or demerger, to amend the articles of association, to authorise an increase or reduction in the share capital, to authorise an issuance of convertible loans or warrants or to authorise the board of directors to purchase shares and hold them as treasury shares or to dissolve the Company, must receive the approval of at least two‐thirds of the aggregate number of votes cast as well as at least two‐thirds of the share capital represented at a general meeting of shareholders. Norwegian law 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 by the holders of such shares or class of shares as well as the majority required for amending the articles of association. Decisions that (i) would reduce the rights of some or all shareholders in respect of dividend payments or other rights to assets or (ii) restrict the transferability of shares, require that at least 90 percent of the share capital represented at the general meeting of shareholders in question vote in favour of the resolution, as well as the majority required for amending the articles of association. Certain types of changes in the rights of shareholders require the consent of all shareholders affected thereby as well as the majority required for amending the articles of association. There are no quorum requirements for general meetings. In general, in order to be entitled to vote at a general meeting, a shareholder must be registered as the owner of shares in the Company’s share register kept by the VPS, or alternatively, report and show evidence of the shareholder’s share acquisition to the Company prior to the general meeting. Under Norwegian law, a beneficial owner of shares registered through a VPS‐registered nominee may not be able to vote the beneficial owner’s shares unless ownership is re‐registered in the name of the beneficial owner prior to the relevant general meeting. Investors should note that there are varying opinions as to the interpretation of Norwegian law in respect of the right to vote nominee‐registered shares. In the Company’s view, a nominee may not meet or vote for Shares registered on a nominee account. A shareholder must, in order to be eligible to register, meet and vote for such Shares at the general meeting, transfer the Shares from the nominee account to an account in the shareholder’s name. Such registration must appear from a transcript from the VPS at the latest at the date of the general meeting.

14.3 Additional issuances and preferential rights If the Company issues any new Shares, including bonus shares (i.e. new Shares issued by a transfer from funds that the Company is allowed to use to distribute dividend), the Articles of Association must be amended, which requires a two‐thirds majority of the votes cast as well as at least two‐thirds of the share capital represented at a general meeting. In addition, under Norwegian law, the Company’s shareholders have a preferential right to subscribe for the new Shares on a pro rata basis in accordance with their then‐current shareholdings in the Company. Preferential rights may be set aside by resolution in a general meeting of shareholders passed by the same vote required to approve amendments of the articles of association. Setting aside the shareholders’ preferential rights in respect of bonus issues requires the approval of the holders of all outstanding Shares. The general meeting may, in a resolution supported by at least two‐thirds of the votes cast and share capital represented, authorise the Board of Directors to issue new Shares. Such authorisation may be effective for a maximum of two years, and the nominal value of the Shares to be issued may not exceed 50% of the nominal share capital as at the time the authorization is registered with the Norwegian Register of Business Enterprises. The shareholders’ preferential right to subscribe for Shares issued against consideration in cash may be set aside by the Board of Directors only if the authorization includes such possibility for the Board of Directors.

Any issue of Shares to shareholders who are citizens or residents of the United States upon the exercise of preferential rights may require the Company to file a registration statement in the United Stated under U.S. securities law. If the Company decides not to file a registration statement, these shareholders 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 transfer is made from funds that the Company is allowed to use to distribute dividend. Any bonus issues may be effectuated either by issuing Shares or by increasing the nominal value of the Shares outstanding. If the increase in share capital is to take place by new Shares being issued, these new Shares must be allocated to the shareholders of the Company in proportion to their current shareholdings in the Company.

14.4 Minority rights Norwegian law contains a number of protections for minority shareholders against oppression by the majority, including but not limited to those described in this and preceding and following paragraphs. Any shareholder may petition the courts to have a decision of the 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 the aggregate 5% or more of the Company’s share capital have a right to demand that the Company convenes an extraordinary general meeting to discuss or resolve specific matters. In addition, any of the Company’s shareholders may in writing demand that the Company place an item on the agenda for any general meeting as long as the Board of Directors is notified within seven days before the deadline for convening the general meeting and the demand is accompanied with a proposed resolution or a reason for why the item shall be on the agenda. If the notice has been issued when such a written demand is presented, a renewed notice must be issued if the deadline for issuing notice of the general meeting has not expired.

14.5 Distribution of dividends The Norwegian Public Limited Liability Companies Act provides several constraints on the distribution of dividends: • Dividend may only be distributed to the extent that the Company after the distribution has a sound equity and liquidity. • The Company may only distribute dividends to the extent that its net assets following the distribution are at least equal to the sum of (i) the Company's share capital, (ii) the reserve for valuation differences and (iii) the reserve for unrealised gains. In determining the distribution capacity, deductions must be made for (i) the aggregate amount of any receivables held by the Company and dating from before the balance sheet date which are secured by a pledge over Shares in the Company, (ii) any credit and collateral etc. from before the balance sheet date which according to Sections 8‐7 to 8‐10 of the Norwegian Public Limited Liability Companies Act must not exceed the Company's distributable equity (unless such credit has been repaid or is set‐off against the dividend or such collateral has been released prior to the decision to distribute the dividend), (iii) other dispositions carried out after the balance sheet date which pursuant to law must not exceed the Company's distributable equity and (iv) any amount distributed after the balance sheet date through a capital reduction. • The calculation of the distributable equity shall be made on the basis of the balance sheet in the Company's last approved annual accounts, provided, however, that the registered share capital as of the date of the resolution to distribute dividends shall apply. Dividends may also be distributed by the general meeting based on an interim balance sheet which has been prepared and audited in accordance with the provisions applying to the annual accounts and with a balance sheet date which does not lie further back in time than six months before the date of the general meeting's resolution. • The amount of distributable dividends is calculated on the basis of the Company’s separate annual accounts and not on the basis of the consolidated financial statements of the Company and its subsidiaries. A distribution of dividends can be resolved by a majority vote at the general meeting on the basis of a proposal from the Board of Directors. The general meeting cannot distribute an amount in excess of what is proposed or

accepted by the Board of Directors. Following the approval of the annual accounts for the last financial year, the general meeting may authorise the Board of Directors to declare dividends on the basis of the Company's annual accounts. Such authorisations cannot be given for a longer period than until the next annual general meeting of the Company. Dividends may be distributed in cash or in kind. The Norwegian Public Limited Liability Companies Act does not provide for any time limit after which entitlement to dividends lapses. Subject to various exceptions, Norwegian law provides a limitation period of three years from the date on which an obligation is due. There are no dividend restrictions or specific procedures for non‐Norwegian resident shareholders to claim dividends. For a description of withholding tax on dividends applicable to Non‐resident Shareholders, see Section 16 "Taxation".

14.6 Manner of dividend payment

Any future payments of dividends on the Shares will be denominated in NOK, and will be paid to the shareholders through the VPS. Investors registered in the VPS whose address is outside Norway and who have not supplied the VPS with details of any NOK account, will, however, receive dividends by check in their local currency, as exchanged from the NOK amount distributed through the VPS. If it is not practical in the sole opinion of DNB, being the Company’s VPS registrar, to issue a check in a local currency, a check will be issued in USD. The issuing and mailing of checks will be executed in accordance with the standard procedures of DNB. The exchange rate(s) that is applied will be DNB’s rate on the date of the distribution of dividend. Dividends will be credited automatically to the VPS registered shareholders’ NOK accounts, or in lieu of such registered NOK account, by check, without the need for shareholders to present documentation proving their ownership of the Shares.

14.7 Mandatory takeover bids The Norwegian Securities Trading Act requires any person, entity or consolidated group who becomes the owner of Shares representing more than 1/3 of the voting rights of the Company to, within four weeks, make an unconditional general offer for the purchase of the remaining Shares in the Company. A mandatory offer obligation may also be triggered where a party acquires the right to become the owner of Shares which, aggregated with the party's own shareholding, represent more than 1/3 of the voting rights in the Company, and Oslo Børs decides that acquiring such rights must be regarded as effectively being an acquisition of the Shares in question. 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 Oslo Børs 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 Oslo Børs before the offer is submitted to the shareholders or made public. In the mandatory offer, all shareholders shall be treated equally and the price to be paid per Share shall be at least as high as the highest price paid or agreed by the acquirer during the last 6 months prior to the date the threshold was exceeded. 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. The offer must be made in cash or contain a cash alternative at least equal in value to any non‐cash offer. In the event of a failure to make a mandatory offer or to sell the portion of the Shares that exceeds the threshold within four weeks, Oslo Børs 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 at a general meeting, without the consent of a majority of the remaining shareholders. The shareholder may, however, exercise its rights to dividends and pre‐emption rights in the event of a share capital increase. If the shareholder neglects its duty to make a mandatory offer, Oslo Børs may impose a cumulative daily fine that runs until the circumstance has been rectified.

Any person, entity or consolidated group that owns shares representing more than one‐third of the votes in a company listed on a Norwegian regulated market (with the exception of certain foreign companies not including the Company) 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 who has passed any of the above‐mentioned relevant thresholds for a mandatory offer without triggering such an obligation due to an applicable exemption, and who 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 (subsequent offer obligation).

14.8 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 90% or more of the total number of issued shares in a Norwegian public limited liability company, as well as 90% or more 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 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, 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 Norwegian 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 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.

14.9 Disclosure obligations If a person’s, entity’s or consolidated group’s proportion of the total issued shares and/or rights to shares in a company listed on a regulated market in Norway (with Norway as its home state, which will be the case for the Company) reaches, exceeds or falls below the respective thresholds of 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 or 90% of the share capital or the voting rights of that company, the person, entity or group in question has an obligation under the Norwegian Securities Trading Act to notify Oslo Børs and the issuer immediately. The same applies if the disclosure thresholds are passed due to other circumstances, such as a change in the Company’s share capital.

The disclosure obligation also requires an investor to disclose agreements giving an investor voting rights over another party’s shares if the total holding of shares and voting rights cross any of the mentioned thresholds.

14.10 Rights of redemption and repurchase of shares The Company has not issued redeemable shares (i.e., shares redeemable without the shareholder’s consent). The Company’s share capital may be reduced by reducing the par value of the Shares. Such a decision requires the approval of two‐thirds of the votes cast and share capital represented at a general meeting. Redemption of individual Shares requires the consent of the holders of the Shares to be redeemed. The company may purchase its own Shares if an authorization to the Board of Directors to do so has been given by the shareholders at a general meeting with the approval of at least two‐thirds of the aggregate number of votes cast and share capital represented. The aggregate nominal value of treasury shares so acquired may 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. The authorization by the shareholders at the general meeting cannot be given for a period exceeding 18 months. A Norwegian public limited liability company may not subscribe for its own shares.

14.11 Shareholder 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 at least two‐thirds of the votes cast and share capital represented. A merger plan, or demerger plan signed by the Board of Directors along with certain other required documentation, would have to be sent to all the Company’s shareholders, or if the Articles of Association stipulate that, made available to the shareholders on the company’s website, at least one month prior to the general meeting to pass upon the matter.

14.12 Liability of board members Members of the Board of Directors owe a fiduciary duty to the Company and its shareholders. Such fiduciary duty requires that the Board Members act in the best interests of the Company when exercising their functions and exercise a general duty of loyalty and care towards the Company. Their principal task is to safeguard the interests of the Company. Members of the Board of Directors may each be held liable for any damage they negligently or wilfully cause the Company. Norwegian law permits the general meeting to discharge any such person from liability, but such discharge is not binding on the Company if substantially correct and complete information was not provided at the general meeting of the Company’s shareholders passing upon the matter. If a resolution to discharge the Company’s board members from liability or not to pursue claims against such a person has been passed by a general meeting with a smaller majority than that required to amend the Articles of Association, shareholders representing more than 10% of the share capital or, if there are more than 100 shareholders, more than 10% of the shareholders may pursue the claim on the Company’s behalf and in its name. The cost of any such action is not the Company’s responsibility but can be recovered from any proceeds the Company receives as a result of the action. If the decision to discharge any of the Company’s board members from liability or not to pursue claims against the Company’s board members is made by such a majority as is necessary to amend the Articles of Association, the minority shareholders of the Company cannot pursue such claim in the Company’s name.

14.13 Indemnification of board members Neither Norwegian law nor the Articles of Association contains any provision concerning indemnification by the Company of the Board of Directors. The Company is permitted to purchase insurance for the board members against certain liabilities that they may incur in their capacity as such.

14.14 Distribution of assets on liquidation Under Norwegian law, a company may be liquidated 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 liquidation or otherwise.

14.15 Articles of Association On 25 March 2015, the Company resolved to amend its Articles of Association. The amendments are conditional upon listing. When this Prospectus refers to the Articles of Association it refers to the Articles of Association as of Listing, unless otherwise stated. The Articles of Association states that no single Shareholder can vote for more than 25% of the Shares as further described in Section 14.2 "Shareholder matters and Norwegian company and securities law—Voting rights". Besides the abovementioned the Articles of Association do not contain more rigid procedures for changing shareholder rights than what is included in the Norwegian Public Limited Liability Companies Act. The objective of the Company, as described in §3 of the Articles of Association, is to engage in consulting engineering business, property management and other business activities in connection thereof, including participation in other companies. The Company's articles of association also contain provisions which set out the rights and preferences of the Board of Directors, Management and supervisory body, below is a summary of the provisions which regulate the abovementioned bodies.

14.15.1 Board of Directors and Management The Board of Directors shall comprise of minimum 7 members and maximum 9 members according to the Articles of Association. The general meeting may by qualified resolution (Nw. kvalifisert flertall) vary the minimum and/or maximum number of Directors. The Articles of Association do not state the board members term of election, hence they may be elected for a two year term of office as pursuant to the Norwegian Limited Liability Companies Act. The Company shall have one general manager, which will act as manager of the Company's day to day business. The chairman of the board alone or two board members may jointly sign on behalf of the Company. One board member may also sign jointly with the CEO on behalf of the Company.

14.15.2 Nomination committee The Company shall, according to its Articles of Association, have a nomination committee consisting of three members. The nomination committee is elected by the general meeting and have a period of service of two years unless the general meeting determines otherwise. The nomination committee's tasks are set out in the Articles of Association and include, amongst other things to; nominate new board members to the general meeting, propose remuneration to the board members at the general meeting, propose remuneration to the members of the nomination committee, and to nominate new members of the nomination committee to the general meeting.

15. SECURITIES TRADING IN NORWAY

This Section 15 "Securities trading in Norway" includes certain aspects of rules pertaining to securities trading in Norway in a Norwegian incorporated company pursuant to Norwegian legislation, but is however not a full or complete description of the matters described herein. The following summary does not purport to be a comprehensive description of all the legal considerations that may be relevant to a decision to purchase, own or dispose of Shares. Investors are advised to consult their own legal advisors concerning the overall legal consequences of their ownership of Shares. Prior to this Offering, the Shares have not been listed or traded on any stock exchange or regulated market.

15.1 Introduction Oslo Børs was established in 1819 and is the principal market in which shares, bonds and other financial instruments are traded in Norway. Oslo Børs is operated by Oslo Børs ASA, which also operates the regulated marketplace Oslo Axess. Oslo Børs has entered into a strategic cooperation with the London Stock Exchange group with regards to, inter alia, trading systems for equities, fixed income and derivatives.

15.2 Trading and settlement Trading of equities on Oslo Børs is carried out in the electronic trading system Millennium Exchange. This trading system was developed by the London Stock Exchange and is in use by all markets operated by the London Stock Exchange as well as by the Borsa Italiana and the Johannesburg Stock Exchange. Official trading on Oslo Børs takes place between 09:00 hours (CET) and 16:20 hours (CET) each trading day, with pre‐trade period between 08:15 hours (CET) and 09:00 hours (CET), closing auction from 16:20 hours (CET) to 16:25 hours (CET) and a post‐trade period from 16:25 hours (CET) to 17:30 hours (CET). Reporting of after exchange trades can be done until 17:30 hours (CET). The settlement period for trading on Oslo Børs is two trading days (T+2). This means that securities will be settled on the investor’s account in the VPS two days after the transaction, and that the seller will receive payment after two days Oslo Clearing ASA, a wholly‐owned subsidiary SIX x‐clear Ltd, a company in the Six Group, has a license from the Norwegian FSA to act as a central clearing service, and has from 18 June 2010 offered clearing and counterparty services for equity trading on Oslo Børs. Investment services in Norway may only be provided by Norwegian investment firms holding a license under the Norwegian Securities Trading Act, branches of investment firms from an EEA member state or investment firms from outside the EEA that have been licensed to operate in Norway. Investment firms in an EEA member state may also provide cross‐border investment services into Norway. It is possible for investment firms to undertake market‐making activities in shares listed in Norway if they have a license to this effect under the Norwegian Securities Trading Act, or in the case of investment firms in an EEA member state, a license to carry out market‐making activities in their home jurisdiction. Such market‐making activities will be governed by the regulations of the Norwegian Securities Trading Act relating to brokers' trading for their own account. However, market‐making activities do not as such require notification to the Norwegian FSA or Oslo Børs except for the general obligation of investment firms being members of Oslo Børs to report all trades in stock exchange listed securities.

15.3 Information, control and surveillance Under Norwegian law, Oslo Børs is required to perform a number of surveillance and control functions. The Surveillance and Corporate Control unit of Oslo Børs monitors market activity on a continuous basis. Market surveillance systems are largely automated, promptly warning department personnel of abnormal market developments. The Norwegian FSA controls the issuance of securities in both the equity and bond markets in Norway and evaluates whether the issuance documentation contains the required information and whether it would otherwise be unlawful to carry out the issuance. Under Norwegian law, a company that is listed on a Norwegian regulated market, or has applied for listing on such market, must promptly release any inside information directly concerning the company (i.e. precise information about financial instruments, the issuer

thereof or other matters which are likely to have a significant effect on the price of the relevant financial instruments or related financial instruments, and which are not publicly available or commonly known in the market). A company may, however, delay the release of such information in order not to prejudice its legitimate interests, provided that it is able to ensure the confidentiality of the information and that the delayed release would not be likely to mislead the public. Oslo Børs may levy fines on companies violating these requirements.

15.4 The VPS and transfer of Shares The Company's shareholder register is operated through the VPS. The VPS is the Norwegian paperless centralised securities register. It is a computerised bookkeeping system in which the ownership of, and all transactions relating to, Norwegian listed shares must be recorded. 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 give effect to such entries, the individual shareholder must establish a share account with a Norwegian account agent. Norwegian banks, 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 generally prima facie evidence in determining the legal rights of parties as against the issuing company or any 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’ control 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. The VPS must provide information to the Norwegian FSA on an on‐going basis, as well as any information that the Norwegian FSA requests. Further, Norwegian tax authorities may require certain information from the VPS regarding any individual’s holdings of securities, including information about dividends and interest payments. The Shares of the Company are freely transferable.

15.5 Shareholder register Under Norwegian law, shares are registered in the name of the beneficial 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 the VPS through a nominee. However, foreign shareholders may register their shares in the VPS in the name of a nominee (bank or other nominee) approved by the Norwegian FSA. An approved and registered nominee has a duty to provide information on demand about beneficial shareholders to the issuer and to the Norwegian authorities. In case of registration by nominees, the registration in 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 on shares at general meetings on behalf of the beneficial owners.

15.6 Foreign investment in Norwegian shares Foreign investors may trade shares listed on Oslo Børs through any broker that is a member of Oslo Børs, whether Norwegian or foreign.

15.7 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 Norwegian 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.

15.8 Foreign exchange controls There are currently no foreign exchange control restrictions in Norway that would potentially restrict the payment of dividends to a shareholder outside Norway, and there are currently no restrictions that would affect the right of shareholders of a Norwegian issuer who are not residents in Norway to dispose of their shares and receive the proceeds from a disposal outside Norway. There is no maximum transferable amount

either to or from Norway, although transferring banks are required to submit reports on foreign currency exchange transactions into and out of Norway into a central data register maintained by the Norwegian customs and excise authorities. The Norwegian police, tax authorities, customs and excise authorities, the National Insurance Administration and the Norwegian FSA have electronic access to the data in this register.

16. TAXATION

The following is a summary of certain Norwegian tax considerations relevant to the acquisition, ownership and disposition of shares by holders that are residents of Norway for purposes of Norwegian taxation the "Resident Shareholders") and holders that are not residents of Norway for such purposes ("Non‐resident Shareholders"). The summary is based on applicable Norwegian laws, rules and regulations as they exist as at the date of this Prospectus. Such laws, rules and regulations may be subject to changes after this date, possibly on a retroactive basis for the same tax year. The summary is of a general nature and does not purport to be a comprehensive description of all the tax considerations that may be relevant to the Shareholders and does not address foreign tax laws. Please note that special rules apply for shareholders that cease to be tax resident in Norway or that for some reason are no longer considered taxable to Norway in relation to their shareholding. Each Shareholder should consult with and rely upon their own tax advisor to determine the particular tax consequences for him or her and the applicability and effect of any Norwegian or foreign tax laws and possible changes in such laws. For the purpose of the summary below, a reference to a Norwegian or foreign shareholder or company refers to tax residency rather than nationality.

16.1 Taxation of dividends

16.1.1 Resident corporate Shareholders Norwegian corporate Shareholders (i.e. limited liability companies, mutual funds, savings banks, mutual insurance companies or similar entities resident in Norway for tax purposes) are generally exempt from tax on dividends received on shares in Norwegian limited liability companies, pursuant to the participation exemption (Norwegian: Fritaksmetoden). However, 3% of dividend income is generally deemed taxable as general income at a flat rate of 27%, implying that dividends distributed from the Company to resident corporate Shareholders are effectively taxed at a rate of 0.81%.

16.1.2 Resident personal Shareholders Personal Shareholders tax resident in Norway are in general tax liable to Norway for their worldwide income. Dividends distributed to personal Shareholders who are individuals resident in Norway for tax purposes, are taxed as ordinary income at a flat rate of 27% to the extent the dividends exceed a statutory tax‐free allowance (Norwegian: Skjermingsfradrag). The allowance is calculated on a share‐by‐share basis, and the allowance for each share is equal the cost price of the share multiplied by a determined risk‐free interest rate based on the effective rate after tax of interest on treasury bills (Norwegian: "Statskasseveksler") with three months maturity. The allowance is allocated to the Shareholder owning the share on 31 December in the relevant income year. Personal Shareholders resident in Norway for tax purposes ("Norwegian personal shareholders") who transfer shares during an income year will thus not be entitled to deduct any calculated allowance related to the year of transfer. The Directorate of Taxes announces the risk free‐interest rate in January the year after the income. The risk‐free interest rate for 2014 was 0.9%. Any part of the calculated allowance for one year which exceeds dividend distributed on the same share the same year the "Excess Allowance") can be carried forward and set off against future dividends received on, or capital gains upon realization of, the same share. Furthermore, excess allowance can be added to the cost price of the share and included in the basis for calculating the allowance on the same share the following year.

16.1.3 Non‐resident Shareholders Dividends distributed to Shareholders not resident in Norway for tax purposes are in general subject to withholding tax at a rate of 25%, unless otherwise provided for in an applicable tax treaty or the recipient is covered by the specific regulations for corporate shareholders tax‐resident within the European Economic Area the ("EEA") (ref. the Section below for more information on the EEA exemption). The company distributing the dividend is responsible for the withholding. Norway has entered into tax treaties with approximate 80 countries. In most tax treaties the withholding tax rate does not exceed 15%.

In accordance with the present administrative system in Norway, the Norwegian distributing company will normally withhold tax at the regular rate or reduced rate according to an applicable tax treaty, based on the information registered with the VPS with regard to the tax residence of the Non‐resident Shareholder. Dividends paid to Non‐resident Shareholders in respect of nominee‐ registered shares will be subject to withholding tax at the general rate of 25% unless the nominee, by agreeing to provide certain information regarding beneficial owners, has obtained approval for a reduced or zero rate from the Central Office for Foreign Tax Affairs ("COFTA") (Nw.: Sentralskattekontoret for utenlandssaker). Non‐resident Shareholders who are exempt from withholding tax and Shareholders who have been subject to a higher withholding tax than applicable in the relevant tax treaty, may apply to the Norwegian tax authorities for a refund of the excess withholding tax. The application is to be filed with COFTA. If a Non‐resident Shareholder is engaged in business activities in Norway, and the shares are effectively connected with such business activities, dividends distributed to such Shareholder will generally be subject to the same taxation as that of Resident Shareholders, cf. the description of tax issues related to Resident Shareholders above. Non‐resident Shareholders should consult their own advisers regarding the availability of treaty benefits in respect of dividend payments, including the ability to effectively claim refunds of withholding tax.

16.1.4 Non‐resident Shareholders tax‐resident within the EEA Non‐resident Shareholders who are individuals tax‐resident within the EEA ("Foreign EEA Personal Shareholders") are upon request entitled to a deductible allowance. The shareholder shall pay the lesser amount of (i) withholding tax according to the rate in an applicable tax treaty or (ii) withholding tax at 25% of taxable dividends after allowance. Foreign EEA Personal Shareholders may carry forward any unused allowance, if the allowance exceeds the dividends. Foreign Shareholders that are corporations tax‐resident within the EEA for tax purposes ("Foreign EEA Corporate Shareholders") are exempt from Norwegian tax on dividends distributed from Norwegian limited liability companies, provided that the Foreign EEA Corporate Shareholder in fact is genuinely established within the EEA and performs real economic activity within the EEA.

16.2 Taxation upon realization of shares

16.2.1 Resident corporate Shareholders Shareholders who are limited liability companies and who have certain similar corporate entities resident in Norway for tax purposes ("Norwegian corporate Shareholders") are generally exempt from tax on capital gains upon the realization of shares in Norwegian limited liability companies. Losses upon the realization and costs incurred in connection with the purchase and realization of such shares are not deductible for tax purposes.

16.2.2 Resident personal Shareholders Norwegian individual shareholders are taxable in Norway for capital gains upon the realization of shares, and have a corresponding right to deduct losses that arise upon such realization. The tax liability applies irrespective of time of ownership and the number of shares realised. Gains are taxable as general income in the year of realization, and losses can be deducted from general income in the year of realization. The tax rate for general income is currently 27%. The taxable gain or loss is calculated per share as the difference between the consideration received and the cost price of the share, including any costs incurred in relation to the acquisition or realization of the share. Any unused allowance on a share (ref. above) may be set off against capital gains related to the realization of the same share, but may not lead to or increase a deductible loss i.e. any unused allowance exceeding the capital gain upon the realization of the share will be lost. Furthermore, unused allowance may not be set of against gains from realization of other shares. If a Shareholder disposes of shares acquired at different times, the shares that were first acquired will be deemed as first sold (the FIFO‐principle) when calculating a taxable gain or loss.

16.2.3 Non‐resident Shareholders As a general rule, capital gains generated by Non‐resident Shareholders are not taxable in Norway unless

100

(i) the shares are effectively connected with business activities carried out or managed in Norway (in which case capital gains will generally be subject to the same taxation as that of Resident Shareholders, cf. the description of tax issues related to Resident Shareholders above), or (ii) the shares are held by an individual who has been a resident of Norway for tax purposes with unsettled/postponed exit tax calculated on the shares at the time of cessation as Norwegian tax resident.

16.3 Net wealth tax Norwegian limited liability companies and certain similar entities are exempt from Norwegian net wealth tax. For other resident Shareholders (i.e. Shareholders who are individuals), the shares will form part of the basis for the calculation of net wealth tax. The current marginal net wealth tax rate is 0.85% of taxable values. Listed shares are valued at 100% of their quoted value on 1 January in the assessment year (the year following the income year).

16.4 Inheritance tax As of 1 January 2014 the Norwegian Inheritance Tax was abolished. However, the heir generally acquires the donor's tax input value of the shares based on principles of continuity. Thus, the heir will be taxable for any increase in value during the donor's ownership, at the time of the heir's realization of the shares.

16.5 Stamp duty There is currently no Norwegian stamp duty or transfer tax on the transfer or issuance of shares.

101

17. THE TERMS OF THE OFFERING

This Section 17 "The terms of the Offering" sets out the terms and conditions pursuant to which all orders/applications for Offer Shares in the Offering are made. Investing in the Offer Shares involves inherent risks. In making an investment decision, each investor must rely on its own examination, analysis of and enquiry into the Company and the terms of the Offering, including the merits and risks involved. None of the Company, the Selling Shareholders or the Managers, or any of their respective representatives or advisers, are making any representation to any offeree or purchaser of the Offer Shares regarding the legality or suitability of an investment in the Offer Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a purchase of the Offer Shares. This Section 17 "The terms of the Offering" should be read in conjunction with the other parts of the Prospectus and in particular Section 2 "Risk factors".

17.1 Background for the Offering The Listing is an important element in the Company’s strategy. Through the Listing, the Company aims to provide a regulated market place for trading of the Shares. The Listing is further expected to make the Shares more attractive as transaction currency in potential future acquisitions or mergers. In addition, the Company believes that the Listing will help to further strengthen the Group's profile in the markets in which it operates. The Offering will also broaden the Company’s shareholder structure. The Offer Shares are all of the same class and will have ISIN NO 001 073433.8.

17.2 Offering A total of up to 10,600,000 Shares are being offered in the Offering through a secondary sale by the Selling Shareholders. No new shares are being issued in the Offering. The Offering comprises: a. An Institutional Offering, in which Offer Shares are being offered (a) to institutional and professional investors in Norway, (b) to investors outside Norway and the United States, subject to applicable exemptions from prospectus and registration requirements, and (c) in the United States to QIBs, as defined in, and in reliance on Rule 144A of the U.S. Securities Act. The Institutional Offering is subject to a lower limit per application of NOK 2,000,000. b. A Retail Offering, in which Offer Shares are being offered to the public in Norway subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 1,999,999 for each investor. Investors who intend to place an order in excess of NOK 1,999,999 must do so in the Institutional Offering. Multiple applications by one applicant in the Retail Offering will be treated as one application with respect to the maximum application limit. All offers and sales outside the United States will be made in compliance with Regulation S of the U.S. Securities Act. This Prospectus does not constitute an offer of, or an invitation to purchase, the Offer Shares in any jurisdiction in which such offer or sale would be unlawful. For further details, see "Important Information" and Section 18 "Selling and transfer restrictions". The Bookbuilding Period for the Institutional Offering is expected to take place from 11 May 2015 at 09:00 hours (CET) to 21 May 2015 at 14:00 hours (CET). The Application Period for the Retail Offering is expected to take place from 11 May 2015 at 09:00 hours (CET) to 21 May 2015 at 12:00 hours (CET). The Lead Selling Shareholder and the Company, in consultation with the Managers, reserve the right in their absolute discretion to shorten or extend the Bookbuilding Period and Application Period at any time. Any shortening of the Bookbuilding Period and/or the Application Period will be announced through the Oslo Børs’ information system on or before 09:00 hours (CET) on the prevailing expiration date of the Bookbuilding Period, provided, however, that in no event will the Bookbuilding Period and/or Application Period expire prior to 12:00 hours (CET) on 19 May 2015. Any extension of the Bookbuilding Period and/or the Application Period will be announced through Oslo Børs’ information system on or before 09:00 hours (CET) on the first business day following the then prevailing expiration date of the Bookbuilding Period. An extension of the Bookbuilding Period and/or the Application Period can be made one or several times, provided however, that in no event will the Bookbuilding Period and/or the Application Period be extended beyond 15:00 hours (CET) on 29 May 2015.

102

In the event of a shortening or an extension of the Bookbuilding Period and/or the Application Period, the allocation date, the payment due dates and the dates of delivery of Offer Shares may be changed accordingly, but the date of the Listing and commencement of trading on Oslo Børs may not necessarily be changed. The Company and the Lead Selling Shareholder have, together with the Managers, set an Indicative Price Range for the Offering from NOK 75 to NOK 78 per Offer Share. Assuming that the Offer Price is set at the high‐end of this range and all the Offer Shares are sold in the Offering (i.e. excluding any over‐allotments), the aggregate gross amount of the Offering will be approximately NOK 842,400,000. The Lead Selling Shareholder and the Company, in consultation with the Managers, will determine the number of Offer Shares and the Offer Price on the basis of the bookbuilding process in the Institutional Offering and the number of applications received in the Retail Offering. The bookbuilding process, which will form the basis for the final determination of the number of Offer Shares and the Offer Price, will be conducted only in connection with the Institutional Offering. The Indicative Price Range may be amended during the Bookbuilding Period. Any such amendments to the Indicative Price Range will be announced through Oslo Børs’ information system. The Lead Selling Shareholder, the Company and the Managers have entered into a secondary sale agreement with respect to the sale of the Offer Shares to be sold by the Selling Shareholders in the Offering (the "Secondary Sale Agreement"). In addition, the Lead Selling Shareholder has granted the Stabilisation Manager the Over‐Allotment Option, which may be exercised by the Stabilisation Manager, to purchase a number of Additional Shares, equalling up to approximately 15% of the final aggregate number of Offer Shares allocated in the Offering at the Offer Price, exercisable, in whole or in part, not later than the 30th day following the time at which trading in the Shares commences on Oslo Børs, which is expected to be at 09:00 hours (CET) on 22 May 2015. The Over‐Allotment Option will be granted to cover over‐allotments, if any, made in connection with the Offering on the terms and subject to the conditions described in this Prospectus. In order to permit delivery in respect of over‐allotments made, if any, the Lead Selling Shareholder will, pursuant to a share lending agreement to be entered on or around the date of the Secondary Sale Agreement, grant to the Stabilisation Manager an option (the "Lending Option") to require the Lead Selling Shareholder to lend to the Stabilisation Manager, up to a number of Shares equal to the number of Additional Shares. See Section 17.9 "The terms of the Offering—Over‐Allotment and stabilisation activities" for further details. In the Secondary Sale Agreement, the Lead Selling Shareholder will give an undertaking that will restrict its ability to sell or transfer Shares for six months after Listing. For more information on these restrictions, see Section 17.17 "—Lock‐up". Members of the Board of Directors and the executive management of the Group who apply for Offer Shares in the Retail Offering will be guaranteed full allocation for the first NOK 500,000 of their application. For further details see Section 17.5.6 "—The Retail Offering—Partially guaranteed allocation for the Board of Directors and members of the executive management".

Completion of the Offering is conditional upon, among other conditions, the Company satisfying the listing conditions and being listed on Oslo Børs, see Section 17.13 "—Conditions for completion of the Offering" and all of the Shares purchased by the Lead Selling Shareholder from WSP Europe AB being allocated in the Offering.

17.3 Timetable The timetable set out below provides certain indicative key dates for the Offering (subject to shortening or extensions): Event Date Bookbuilding Period commences 11 May 2015 at 09:00 CET Bookbuilding Period ends 21 May 2015 at 14:00 CET Application Period commences 11 May 2015 at 09:00 CET Application Period ends 21 May 2015 at 12:00 CET Allocation of Offer Shares On or about 22 May 2015 Publication of the results of the Offering On or about 22 May 2015

103

Event Date Allocation letters distributed On or about 22 May 2015 Commencement of trading in the Shares on Oslo Børs On or about 22 May 2015 Payment due date for the Offer Shares in the Retail Offering On or about 26 May 2015 Payment due date for the Offer Shares in the Institutional Offering On or about 27 May 2015 Subject to timely payment, delivery of Offer Shares in the Institutional On or about 27 May 2015 Offering Subject to timely payment, delivery of Offer Shares in the Retail On or about 27 May 2015 Offering

Note that the Company, the Lead Selling Shareholder and the Managers reserve the right in their absolute discretion to shorten or extend the Bookbuilding Period and the Application Period. In the event of a shortening or an extension of the Bookbuilding Period and/or the Application Period, the allocation date, the payment due dates, the dates of delivery of Offer Shares, the date of Listing and commencement of trading on Oslo Børs may be changed accordingly.

17.4 Institutional Offering

17.4.1 Determination of the number of Offer Shares and the Offer Price The Company and the Lead Selling Shareholder have, together with the Managers, set an Indicative Price Range for the Offering from NOK 75 to NOK 78 per Offer Share. The Lead Selling Shareholder and the Company, in consultation with the Managers, will determine the number of Offer Shares and the Offer Price on the basis of the applications received and not withdrawn in the Institutional Offering during the Bookbuilding Period and the number of applications received in the Retail Offering. The Offer Price will be determined on or about 21 May 2015. The Offer Price may be set within, below or above the Indicative Price Range. Investors’ applications for Offer Shares in the Institutional Offering will, after the end of the Bookbuilding Period, be irrevocable and binding regardless of whether the Offer Price is set within, above or below the Indicative Price Range. The final Offer Price is expected to be announced by the Company through Oslo Børs’ information system on or about 22 May 2015.

17.4.2 Bookbuilding Period The Bookbuilding Period for the Institutional Offering will last from 11 May 2015 at 09:00 hours (CET) to 21 May 2015 at 14:00 hours (CET), unless shortened or extended. The Lead Selling Shareholder and the Company, in consultation with the Managers, may in their absolute discretion shorten or extend the Bookbuilding Period at any time, and extension may be made on one or several occasions. The Bookbuilding Period may in no event expire prior to 12:00 hours (CET) on 19 May or be extended beyond 15:00 hours (CET) on 29 May 2015. In the event of a shortening or an extension of the Bookbuilding Period, the allocation date, the payment due dates, the dates of delivery of Offer Shares and the date of the Listing and commencement of trading on Oslo Børs may be changed accordingly.

17.4.3 Minimum application The Institutional Offering is subject to a minimum application of NOK 2,000,000 per application. Investors in Norway who intend to place an application for less than NOK 2,000,000 must do so in the Retail Offering.

104

17.4.4 Application procedure Applications for Offer Shares in the Institutional Offering must be made during the Bookbuilding Period by informing one of the Managers shown below of the number of Offer Shares that the investor wishes to order, and the price per Share that the investor is offering to pay for such Offer Shares. ABG Sundal Collier Arctic Securities Munkedamsveien 45E Haakon VII´s gt 5 P.O. Box 1444 Vika P.O. Box 1833 Vika N‐0115 Oslo N‐0123 Oslo Norway Norway Phone: +47 22 01 60 00 Phone: +47 21 01 30 40 Fax: +47 22 01 60 62 Fax: +47 21 01 31 36 Email: [email protected] Email: www.abgsc.com [email protected] www.arcticsec.no

All applications in the Institutional Offering will be treated in the same manner regardless of which Manager the applicant chooses to place the application with. Any orally placed application in the Institutional Offering will be binding upon the investor and subject to the same terms and conditions as a written application. The Managers may, at any time and in their sole discretion, require the investor to confirm any orally placed application in writing. Applications made may be withdrawn or amended by the investor at any time up to the end of the Bookbuilding Period. At the close of the Bookbuilding Period, all applications in the Institutional Offering that have not been withdrawn or amended are irrevocable and binding upon the investor.

17.4.5 Allocation, payment for and delivery of Offer Shares The Managers expect to issue notifications of allocation of Offer Shares in the Institutional Offering on or about 22 May 2015, by issuing contract notes to the applicants by mail or otherwise. Payment by applicants in the Institutional Offering will take place against delivery of Offer Shares. Delivery and payment for Offer Shares is expected to take place on or about 27 May 2015 (the "Institutional Closing Date"). Should any investor fail to pay for his/her allocated Offer Shares, or should payment be delayed for any reason, interest will accrue on the amount due at a rate equal to the prevailing interest rate under the Norwegian Act on Overdue Payment of 17 December 1976 no. 100 (the "Norwegian Act on Overdue Payment"), which, at the date of this Prospectus, is 9.25% per annum. The non‐paying investors will remain fully liable for payment of the Offer Shares allocated to them, irrespective of any payment for the Offer Shares allocated to them by any of the Managers. The Offer Shares allocated to such investors will be transferred to a VPS account operated by one of the Managers and will be transferred to the non‐paying investor when payment of the relevant Offer Shares is received. The Managers reserve the right, without further notice, to sell or assume ownership of such Offer Shares if payment has not been received by the third day after the payment due date. If Offer Shares are sold on behalf of the investor, such sale will be for the investor’s account and risk (however so that the investor shall not be entitled to profits therefrom, if any) and the investor will be liable for any loss, costs, charges and expenses suffered or incurred by the Company, the Selling Shareholders and/or the Managers as a result of or in connection with such sales, and the Company, the Selling Shareholders and/or the Managers may enforce payment of any amount outstanding in accordance with Norwegian law.

17.5 The Retail Offering

17.5.1 Offer Price The price for the Offer Shares offered in the Retail Offering will be the same as in the Institutional Offering, see Section 17.4.1 "—Institutional Offering—Determination of the number of Offer Shares and the Offer Price". Each applicant in the Retail Offering will be permitted, but not required, to indicate when ordering through the VPS online application system or on the application form to be used to apply for Offer Shares in the Retail Offering, attached to this Prospectus as Appendix C (the "Retail Application Form"), that the applicant does not wish to be allocated Offer Shares should the Offer Price be set higher than the highest price in the Indicative Price Range (i.e. higher than NOK 78 per Offer Share). If the applicant does so, the applicant will not be allocated any Offer Shares in the event that the Offer Price is set higher than the highest price in the Indicative

105

Price Range. If the applicant does not expressly stipulate such reservation when ordering through the VPS online application system or on the Retail Application Form, the application will be binding regardless of whether the Offer Price is set within or above (or below) the Indicative Price Range, as long as the Offer Price has been determined on the basis of orders placed during the bookbuilding process described above.

17.5.2 Application Period The Application Period during which applications for Offer Shares in the Retail Offering will be accepted will last from 11 May 2015 at 09:00 hours (CET) to 21 May 2015 at 12:00 hours (CET), unless shortened or extended. The Lead Selling Shareholder and the Company, in consultation with the Joint Bookrunners, may in their absolute discretion shorten or extend the Application Period at any time, and extension may be made on one or several occasions. The Application Period may in no event expire prior to 12:00 hours (CET) on 19 May 2015 or be extended beyond 15:00 hours (CET) on 29 May 2015. In the event of a shortening or an extension of the Application Period, the allocation date, the payment due dates, the dates of delivery of Offer Shares and the date of the Listing and commencement of trading on Oslo Børs may be changed accordingly.

17.5.3 Minimum and maximum application The Retail Offering is subject to a minimum application amount of NOK 10,500 and a maximum application amount of NOK 1,999,999 for each applicant. Multiple applications are allowed. One or multiple applications from the same applicant in the Retail Offering with a total application amount in excess of NOK 1,999,999 will be adjusted downwards to an application amount of NOK 1,999,999. If two or more identical application forms are received from the same investor, the application form will only be counted once unless otherwise explicitly stated on one of the application forms. In the case of multiple applications through the online application system or applications made both on a physical application form and through the online application system, all applications will be counted. Investors who intend to place an order in excess of NOK 1,999,999 must do so in the Institutional Offering.

17.5.4 Application procedures and application offices Norwegian applicants in the Retail Offering who are residents of Norway with a Norwegian personal identification number are recommended to apply for Offer Shares through the VPS online application system by following the link to such online application system on the following websites: www.abgsc.no and www.arcticsec.no. Applicants in the Retail Offering who do not have access to the VPS online application system must apply using the Retail Application Form attached to this Prospectus as Appendix C "Application Form for the Retail Offering". Retail Application Forms, together with this Prospectus, can be obtained from the Company, the Company’s website www.multiconsult.no, the Managers’ websites listed above or the application offices set out below. Applications made through the VPS online application system must be duly registered during the Application Period. The application offices for physical applications in the Retail Offering are: ABG Sundal Collier Arctic Securities Munkedamsveien 45E Haakon VII´s gt 5 P.O. Box 1444 Vika P.O. Box 1833 Vika N‐0115 Oslo N‐0123 Oslo Norway Norway Phone: +47 22 01 60 00 Phone: +47 21 01 30 40 Fax: +47 22 01 60 62 Fax: +47 21 01 31 36 Email: [email protected] Email: [email protected] www.abgsc.com www.arcticsec.no

All applications in the Retail Offering will be treated in the same manner regardless of which of the above Managers the applications are placed with. Further, all applications in the Retail Offering will be treated in the same manner regardless of whether they are submitted by delivery of a Retail Application Form or through the VPS online application system. Retail Application Forms that are incomplete or incorrectly completed, electronically or physically, or that are received after the expiry of the Application Period, may be disregarded without further notice to the applicant. Properly completed Retail Application Forms must be received by one of the application offices listed above or registered electronically through the VPS application system by 12:00 hours (CET) on 21 May 2015, unless the

106

Application Period is being shortened or extended. None of the Company, the Selling Shareholders or any of the Managers may be held responsible for postal delays, unavailable fax lines, internet lines or servers or other logistical or technical matters that may result in applications not being received in time or at all by any application office. Subject to Section 17.5.1 "—Offer Price" above, all applications made in the Retail Offering will be irrevocable and binding upon receipt of a duly completed Retail Application Form, or in the case of applications through the VPS online application system, upon registration of the application, irrespective of any extension of the Application Period or the final determination of the Offer Price, and cannot be withdrawn, cancelled or modified by the applicant after having been received by the application office, or in the case of applications through the VPS online application system, upon registration of the application.

17.5.5 Allocation, payment and delivery of Offer Shares Arctic, acting as settlement agent for the Retail Offering, expects to issue notifications of allocation of Offer Shares in the Retail Offering on or about 22 May 2015, by issuing allocation notes to the applicants by mail or otherwise. Any applicant wishing to know the precise number of Offer Shares allocated to it, may contact one of the application offices listed above on or about 22 May 2015 during business hours. Applicants who have access to investor services through an institution that operates the applicant’s account with the VPS for the registration of holdings of securities should be able to see how many Offer Shares they have been allocated from on or about 22 May 2015. In registering an application through the VPS online application system or completing a Retail Application Form, each applicant in the Retail Offering will authorise Arctic (on behalf of the Managers) to debit the applicant’s Norwegian bank account for the total amount due for the Offer Shares allocated to the applicant. The applicant’s bank account number must be stipulated on the VPS online application or on the Retail Application Form. Accounts will be debited on or about 26 May 2015 (the "Payment Date"), and there must be sufficient funds in the stated bank account from and including 22 May 2015. Applicants 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 (expected to be 26 May 2015). Further details and instructions will be set out in the allocation notes to the applicant to be issued on or about 22 May 2015, or can be obtained by contacting Arctic at +47 21 01 30 40. Should any applicant have insufficient funds on his or her account, or should payment be delayed for any reason, or if it is not possible to debit the account, interest will accrue on the amount due at a rate equal to the prevailing interest rate under the Norwegian Act on Interest on Overdue Payments, which at the date of this Prospectus is 9.25% per annum. Arctic (on behalf of the Managers) reserves the right (but has no obligation) to make up to three debit attempts through 2 June 2015 if there are insufficient funds on the account on the Payment Date. The non‐paying investors will remain fully liable for payment of the Offer Shares allocated to them, irrespective of any payment for the Offer Shares allocated to them by any of the Managers. The Offer Shares allocated to such investors will be transferred to a VPS account operated by one of the Managers and will be transferred to the non‐paying investor when payment of the relevant Offer Shares is received. The Managers reserve the right, without further notice, to sell or assume ownership of such Offer Shares if payment has not been received by the third day after the payment due date. If Offer Shares are sold on behalf of the investor, such sale will be for the investor’s account and risk (however so that the investor shall not be entitled to profits therefrom, if any) and the investor will be liable for any loss, costs, charges and expenses suffered or incurred by the Company, the Selling Shareholders and/or the Managers as a result of or in connection with such sales, and the Company, the Selling Shareholders and/or the Managers may enforce payment of any amount outstanding in accordance with Norwegian law. Subject to timely payment by the applicant, delivery of the Offer Shares allocated in the Retail Offering is expected to take place on or about 27 May 2015.

17.5.6 Partially guaranteed allocation for the Board of Directors and members of the executive management Members of the Board of Directors and the executive management of the Group, as listed in Sections 10.2 "Board of Directors, Management, employees and corporate governance—Board of Directors" and 10.2 " Board of Directors, Management, employees and corporate governance—Management" respectively, may apply for Offer Shares on the terms and conditions applicable in the Retail Offering, and will be guaranteed full allocation of Offer Shares for the first NOK 500,000 of their application.

107

17.6 Mechanism of allocation It has been provisionally assumed that approximately 95% of the Offering will be allocated in the Institutional Offering and that approximately 5% of the Offering will be allocated in the Retail Offering. The final determination of the number of Offer Shares allocated to the Institutional Offering, and the Retail Offering will, however, be decided by the Lead Selling Shareholder and the Company in their sole discretion, in consultation with the Managers, following the completion of the bookbuilding process for the Institutional Offering, based on among other things the level of orders or applications received from each of the categories of investors. The Lead Selling Shareholder, the Company and the Managers reserve the right to deviate from the provisionally assumed allocation between tranches without further notice and at their sole discretion. In the Institutional Offering, the Lead Selling Shareholder and the Company, together with the Managers, will determine the allocation of Offer Shares. An important aspect of the allocation principles is the desire to create an appropriate long‐term shareholder structure for the Company. The allocation principles will, in accordance with normal practice for institutional placements, include factors such as premarketing and management road show participation and feedback, timeliness of the order, price level, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. The Company, the Lead Selling Shareholder and the Managers further reserve the right, in their sole discretion, to take into account the creditworthiness of any applicant. The Company, the Lead Selling Shareholder and the Managers may also set a maximum allocation, or decide to make no allocation to any applicant, and give commitments of allocation to investors who place large binding orders for Offer Shares early in the bookbuilding process. In the Retail Offering, no allocations will be made for a number of Offer Shares representing an aggregate value of less than NOK 10,500 per applicant, however, all allocations will be rounded down to the nearest number of whole Offer Shares and the payable amount will hence be adjusted accordingly. One or multiple orders from the same applicant in the Retail Offering with a total application amount in excess of NOK 1,999,999 will be adjusted downwards to an application amount of NOK 1,999,999. In the Retail Offering, allocation will be made solely on a pro rata basis using the VPS’ automated simulation procedures. The Company, the Lead Selling Shareholder and the Managers reserve the right to limit the total number of applicants to whom Offer Shares are allocated if the Company, the Lead Selling Shareholder and the Managers deem this to be necessary in order to keep the number of shareholders in the Company at an appropriate level and such limitation does not have the effect that any conditions for the Listing regarding the number of shareholders will not be satisfied. If the Company, the Lead Selling Shareholder and the Managers should decide to limit the total number of applicants to whom Offer Shares are allocated, the applicants to whom Offer Shares are allocated will be determined on a random basis by using the VPS’ automated simulation procedures and/or other random allocation mechanism.

17.7 VPS account To participate in the Offering, each applicant must have a VPS account. The VPS account number must be stated when registering an application through the VPS online application system or on the Retail Application Form for the Retail Offering. VPS accounts can be established with authorised VPS registrars, which can be Norwegian banks, authorised investment firms in Norway and Norwegian branches of credit institutions established within the EEA. However, non‐Norwegian investors may use nominee VPS accounts registered in the name of a nominee. The nominee must be authorised by the Norwegian Ministry of Finance. Establishment of VPS accounts requires verification of identification by the relevant VPS registrar in accordance with Norwegian anti‐money laundering legislation (see Section 17.8 "—Mandatory anti‐money laundering procedures").

17.8 Mandatory anti‐money laundering procedures The Offering is subject to applicable anti‐money laundering legislation, including 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"). Applicants who are not registered as existing customers of any of the Managers must verify their identity to the Manager with whom the order is placed in accordance with the requirements of the Anti‐Money Laundering Legislation, unless an exemption is available. Applicants who have designated an existing Norwegian bank account and an existing VPS account on the Retail Application Form, or when registering an application through the VPS online application system, are exempted, unless verification of identity is requested by any of the

108

Managers. Applicants who have not completed the required verification of identity prior to the expiry of the Application Period may not be allocated Offer Shares.

17.9 Over‐Allotment and stabilisation activities

17.9.1 Over‐allotment of Additional Shares In connection with the Offering, the Managers may elect to over‐allot up to 1,600,000 Additional Shares, equalling up to approximately 15% of the aggregate number of Offer Shares allocated in the Offering and, in order to permit the delivery in respect of over‐allotments made, the Stabilisation Manager may, pursuant to the Lending Option, require the Lead Selling Shareholder to lend to the Stabilisation Manager up to a number of Shares equal to the number of Additional Shares. Further, pursuant to the Over‐Allotment Option, the Lead Selling Shareholder has granted to the Stabilisation Manager, an option to purchase up to 1,600,000 Additional Shares at a price equal to the final Offer Price in the Offering, which may be exercised by the Stabilisation Manager not later than the 30th day following commencement of trading in the Shares on Oslo Børs, as may be necessary to cover over‐allotments and short positions, if any, made or created in connection with the Offering. To the extent that the Managers have over‐allotted Shares in the Offering, the Managers have created a short position in the Shares. The Stabilisation Manager may close out this short position by buying Shares in the open market through stabilisation activities and/or by exercising the Over‐Allotment Option. A stock exchange notice will be made on the first day of trading (expected to take place on 22 May 2015) announcing whether the Managers have over‐allotted Shares in connection with the Offering. Any exercise of the Over‐Allotment Option will be promptly announced by the Stabilisation Manager through Oslo Børs’ information system.

17.9.2 Price stabilisation The Stabilisation Manager may, upon exercise of the Lending Option, from the first day of the Listing effect transactions with a view to support the market price of the Shares at a level higher than what might otherwise prevail, through buying Shares in the open market at prices equal to or lower than the Offer Price. There is no obligation on the Stabilisation Manager to conduct stabilisation activities and there is no assurance that stabilisation activities will be undertaken. Such stabilising activities, if commenced, may be discontinued at any time, and will be brought to an end at the latest 30 calendar days after the commencement of trading in the Shares on Oslo Børs. Any stabilisation activities will be conducted in accordance with Section 3‐12 of the Norwegian Securities Trading Act and the EC Commission Regulation 2273/2003 regarding buy‐back programmes and stabilisation of financial instruments. The Lead Selling Shareholder and the Managers have agreed that any profit or loss resulting from stabilisation activities conducted by the Stabilisation Manager will be for the account of the Lead Selling Shareholder. Within one week after the expiry of the 30 calendar day period of price stabilisation, the Stabilisation Manager will publish information as to whether or not price stabilisation activities were undertaken. If stabilisation activities were undertaken, the statement will also include information about: (i) the total amount of Shares sold and purchased; (ii) the dates on which the stabilisation period began and ended; (iii) the price range between which stabilisation was carried out, as well as the highest, lowest and average price paid during the stabilisation period; and (iv) the date at which stabilisation activities last occurred. It should be noted that stabilisation activities might result in market prices that are higher than would otherwise prevail. Stabilisation may be undertaken, but there is no assurance that it will be undertaken and it may be stopped at any time.

17.10 Publication of information related to the Offering In addition to press releases at the Company’s website, the Company will use Oslo Børs’ electronic information system to publish information in respect of the Offering, such as information related to changes to the Indicative Price Range, changes to the timetable of the Offering, including the Bookbuilding Period and the Application Period, number of Offer Shares, allotment percentages and determination of Offer Price. General information on the result of the Offering, including the final determination of the Offer Price, the number of Offer Shares allocated and the total amount of the Offering, is expected to be published on or about 22 May 2015 in the form of a release through Oslo Børs’ electronic information system.

109

17.11 The rights conferred by the Offer Shares The Shares of the Company are created under the Norwegian Public Limited Liability Companies Act. The Offer Shares carry full shareholders’ rights in the Company on an equal basis as any other Shares in the Company, including the right to any dividends. For a description of the rights attached to the Shares, see Section 13 "Shares and Share Capital" and Section 14 "Shareholder matters and Norwegian securities law".

17.12 VPS registration The Offer Shares and any Additional Shares have been created under the Norwegian Public Limited Companies Act. The Shares are registered in book‐entry form with the VPS and have ISIN NO 001 073433.8. The Company’s register of shareholders with the VPS is administrated by DNB.

17.13 Conditions for completion of the Offering The Company has on 30 April 2015 applied for Listing of its Shares on Oslo Børs. On 6 May 2015, the board of directors of Oslo Børs approved the Company's listing application, subject to the following conditions:  the Company having in excess of 500 shareholders, each holding Shares with a value of more than NOK 10,000;  this Prospectus having been published;  the Shares being registered with a central securities depository authorised pursuant to Section 3‐1 of the Securities Register Act;  the Company being converted into a public limited liability company; and  The Company making a public announcement describing the 25% voting restriction as further described in Section 14.2 "Shareholder matters and Norwegian company and securities law—Voting rights". The Company registered the Shares in VPS on 4 May 2015, and was formally converted into a public limited liability company on 6 May 2015. Completion of the Offering on the terms set forth in this Prospectus is conditional on (i) the Company satisfying the outstanding conditions for listing on Oslo Børs as determined by the board of Oslo Børs, (ii) the Lead Selling Shareholder and the Company, in consultation with the Managers, having approved the Offer Price and the allocation of the Offer Shares to eligible investors following the bookbuilding process and (iii) all of the Shares purchased by the Selling Shareholder from WSP Europe AB being allocated in the Offering. There can be no assurance that these conditions will be satisfied. If the conditions are not satisfied, the Offering may be revoked or suspended without any compensation to the Applicants. Assuming that the conditions are satisfied, the first day of trading on Oslo Børs is expected to be on or about 22 May 2015. The Shares are expected to trade under the ticker code "MULTI". Prior to the Listing and the Offering, the Shares are not listed on any stock exchange or authorised market place, and no application has been filed for listing on any other stock exchanges or regulated market places other than Oslo Børs. The Company and the Managers cannot assure that a liquid trading market for the Shares can be created or sustained. The prices at which the Shares will trade after the Offering may be lower than the Offer Price. The Offer Price may bear no relationship to the market price of the Shares subsequent to the Offering.

17.14 Selling and transfer restrictions See Section 18 "Selling and transfer restrictions" for applicable selling and transfer restrictions relating to the Offering.

17.15 Managers and advisers ABG Sundal Collier Norge ASA and Artic Securities AS act as Joint Lead Managers and Joint Bookrunners for the Offering. Advokatfirmaet Wiersholm AS acts as Norwegian legal counsel to the Company. Advokatfirmaet Thommessen AS acts as Norwegian legal advisor to the Managers in connection with the Offering. Ernst & Young AS has acted as financial due diligence advisor to the Managers.

110

17.16 Expenses related to the Offering The Company estimates that its total costs and expenses in connection with the Listing and the Offering will amount to approximately NOK 35 million (excluding VAT). Such expenses relate primarily to costs for auditors, attorneys, financial advisors, printing of prospectuses and costs for management presentations. No commissions to the Managers will be payable by the Selling Shareholders in connection with the Offering. The fixed commission payable by the Company to the Managers will be equal to 3% of the gross proceeds of the Offering (including, if applicable, any gross proceeds relating to any over‐allotted Shares). The following table shows the per Offer Share and total fixed commissions to be paid to the Managers by the Company on the basis of all the Offer Shares (excluding any over‐allotted Additional Shares) being sold at the mid‐value of the Indicative Price Range. Per Offer Share: NOK 2.30 Total: NOK 24,786,000

No expenses or taxes will be charged by the Company or the Managers to the applicants in the Offering.

17.17 Lock‐up Through the Secondary Sale Agreement, the Lead Selling Shareholder has undertaken that, without the prior written consent of the Managers, such consent not to be unreasonably withheld or delayed, it will not, for a period of six months after the first day of listing (i) sell, pledge, lend or otherwise dispose of any Shares owned by the Lead Selling Shareholder or which the Lead Selling Shareholder subsequently becomes the owner of, or (ii) enter into swap agreements or other agreements with a similar economic effect to a transfer of Shares. For the avoidance of doubt, the foregoing sentence shall not apply to the Offer Shares or Additional Shares. Pursuant to lock‐up undertakings, each member of the Company's executive management and its board members have undertaken that, without the prior written consent of the Managers, they will not, for a period of twelve months after the first day of listing (i) directly or indirectly, sell, pledge, lend or otherwise dispose of any Shares owned by the relevant person, or (ii) enter into swap agreements or other agreements with a similar economic effect to a transfer of Shares. For the avoidance of doubt, the foregoing sentence shall not apply to Offer Shares to the extent the relevant persons also are Selling Shareholders. Pursuant to a lock‐up undertaking, the Company has undertaken that, without the prior written consent of the Managers, it will not, and that it will procure that none of its respective subsidiaries nor any other party acting on its behalf will, for a period of six months after the first day of listing (i) directly or indirectly, issue, offer, sell, pledge, lend or otherwise dispose of any Shares owned by the relevant person, or (ii) enter into swap agreements or other agreements with a similar economic effect to a transfer of Shares. For the avoidance of doubt, the foregoing sentence shall not apply to Offer Shares to the extent the relevant persons also are Selling Shareholders. The undertaking shall not prevent the Company from implementing any share incentive scheme or share savings scheme for the employees of the Company and its subsidiaries or selling or issuing Shares under any such scheme or from issuing or selling up to 10% of its Shares during the period of the undertaking as part of the consideration in one or more acquisitions, in whole or in part, of any company or business.

17.18 Interests of natural and legal persons involved in the Offering The Managers or 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 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 management fee in connection with the Offering and, as such, have an interest in the Offering. The Selling Shareholders will receive net proceeds from the sale of the Offer Shares and the Lead Selling Shareholder will receive net proceeds from the sale of any Additional Shares. Beyond the above‐mentioned, the Company is not aware of any interest, including conflicting ones, of any natural or legal persons involved in the Offering.

111

17.19 Governing law and jurisdiction This Prospectus, any applications made in the Offering, the Retail Application Form and the terms and conditions of the Offering shall be governed by and construed in accordance with Norwegian law. Any dispute arising out of, or in connection with, this Prospectus, the Retail Application Form or the Offering shall be subject to the exclusive jurisdiction of the courts of Norway, with the Oslo District Court as the legal venue.

112

18. SELLING AND TRANSFER RESTRICTIONS

18.1 General As a consequence of the following restrictions, prospective investors are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of the Shares offered hereby. Other than in Norway, the Company is not taking any action to permit a public offering of the Shares in any jurisdiction. 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 investor receives a copy of this Prospectus in any jurisdiction other than Norway, the investor may not treat this Prospectus as constituting an invitation or offer to it, nor should the investor in any event deal in the Shares, unless, in the relevant jurisdiction, such an invitation or offer could lawfully be made to that investor, or the Shares could lawfully be dealt in without contravention of any unfulfilled registration or other legal requirements. Accordingly, if an investor receives a copy of this Prospectus, the investor should not distribute or send the same, or transfer Shares, to any person or in or into any jurisdiction where to do so would or might contravene local securities laws or regulations.

18.2 Selling restrictions

18.2.1 United States The Offer Shares have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold except: (i) within the United States to QIBs in reliance on Rule 144A; or (ii) to certain persons in offshore transactions in compliance with Regulation S under the U.S. Securities Act, and in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction. Accordingly, each Manager has represented and agreed that it has not offered or sold, and will not offer or sell, any of the Offer Shares as part of its allocation at any time other than to QIBs in the United States in accordance with Rule 144A or outside of the United States in compliance with Rule 903 of Regulation S. Transfer of the Offer Shares will be restricted and each purchaser of the Offer Shares in the United States will be required to make certain acknowledgements, representations and agreements, as described under Section 18.3.1 "—Transfer restrictions—United States". Any offer or sale in the United States will be made by affiliates of the Managers who are broker‐dealers registered under the U.S. Exchange Act. In addition, until 40 days after the commencement of the Offering, an offer or sale of Offer Shares within the United States by a dealer, whether or not participating in the Offering, may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A of the U.S. Securities Act and in connection with any applicable state securities laws.

18.2.2 United Kingdom Each Manager has represented, warranted and agreed that: a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of any Offer Shares in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and

b) it has complied and will comply with all applicable provisions of the FSMA with respect to everything done by it in relation to the Offer Shares in, from or otherwise involving the United Kingdom.

18.2.3 European Economic Area In relation to each Relevant Member State, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date"), an offer to the public of any Offer Shares which are the subject of the offering contemplated by this Prospectus may not be made in that Relevant Member State, other than the offering in Norway as described in this Prospectus, once the Prospectus has been approved by the competent authority in Norway and published in accordance with the Prospectus Directive (as implemented in Norway), except that an offer to the public in that Relevant Member

113

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: to legal entities which are qualified investors as defined in the Prospectus Directive; to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 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 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, the Selling Shareholders 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 Securities to be offered so as to enable an investor to decide to purchase any Offer Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State the expression " Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. This EEA selling restriction is in addition to any other selling restrictions set out in this Prospectus.

18.2.4 Additional jurisdictions Canada This Prospectus is not, and under no circumstance is to be construed as, a prospectus, an advertisement or a public offering of the Offer Shares in Canada or any province or territory thereof. Any offer or sale of the Offer Shares in Canada will be made only pursuant to an exemption from the requirements to file a prospectus with the relevant Canadian securities regulators and only by a dealer properly registered under applicable provincial securities laws or, alternatively, pursuant to an exemption from the dealer registration requirement in the relevant province or territory of Canada in which such offer or sale is made. Hong Kong The Offer Shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the Offer Shares may be issued or may be in the possession of any person for the purposes of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Offer Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder.

Singapore This Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Offer Shares may not be circulated or distributed, nor may they be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

114

Other jurisdictions The Offer Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into, Japan, Australia or any other jurisdiction in which it would not be permissible to offer the Offer Shares. In jurisdictions outside the United States and the EEA where the Offering would be permissible, the Offer Shares will only be offered pursuant to applicable exceptions from prospectus requirements in such jurisdictions.

18.3 Transfer restrictions

18.3.1 United States The Offer Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Terms defined in Rule 144A or Regulation S shall have the same meaning when used in this Section. Each purchaser of the Offer Shares outside the United States pursuant to Regulation S will be deemed to have acknowledged, represented and agreed that it has received a copy of this Prospectus and such other information as it deems necessary to make an informed decision and that: • The purchaser is authorised to consummate the purchase of the Offer Shares in compliance with all applicable laws and regulations. • The purchaser acknowledges that the Offer Shares have not been and will not be registered under the U.S. Securities Act, or with any securities regulatory authority or any state of the United States, and are subject to significant restrictions on transfer. • The purchaser is, and the person, if any, for whose account or benefit the purchaser is acquiring the Offer Shares was located outside the United States at the time the buy order for the Offer Shares was originated and continues to be located outside the United States and has not purchased the Offer Shares for the benefit of any person in the United States or entered into any arrangement for the transfer of the Offer Shares to any person in the United States. • The purchaser is not an affiliate of the Company or a person acting on behalf of such affiliate, and is not in the business of buying and selling securities or, if it is in such business, it did not acquire the Offer Shares from the Company or an affiliate thereof in the initial distribution of such Shares. • The purchaser is aware of the restrictions on the offer and sale of the Offer Shares pursuant to Regulation S described in this Prospectus. • The Offer Shares have not been offered to it by means of any "directed selling efforts" as defined in Regulation S. • The Company shall not recognise any offer, sale, pledge or other transfer of the Offer Shares made other than in compliance with the above restrictions. • The purchaser acknowledges that the Company, the Selling Shareholders, the Managers and their respective advisers will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. Each purchaser of the Offer Shares within the United States pursuant to Rule 144A will be deemed to have acknowledged, represented and agreed that it has received a copy of this Prospectus and such other information as it deems necessary to make an informed investment decision and that: • The purchaser is authorised to consummate the purchase of the Offer Shares in compliance with all applicable laws and regulations. • The purchaser acknowledges that the Offer Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state of the United States and are subject to significant restrictions to transfer. • The purchaser (i) is a QIB (as defined in Rule 144A), (ii) is aware that the sale to it is being made in reliance on Rule 144A and (iii) is acquiring such Offer Shares for its own account or for the account of a QIB, in each case for investment and not with a view to any resale or distribution to the Offer Shares.

115

• The purchaser is aware that the Offer Shares are being offered in the United States in a transaction not involving any public offering in the United States within the meaning of the U.S. Securities Act. • If, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Offer Shares, as the case may be, such Shares may be offered, sold, pledged or otherwise transferred only (i) to a person whom the beneficial owner and/or any person acting on its behalf reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, (ii) in accordance with Regulation S, (iii) in accordance with Rule 144 (if available), (iv) pursuant to any other exemption from the registration requirements of the U.S. Securities Act, subject to the receipt by the Company of an opinion of counsel or such other evidence that the Company may reasonably require that such sale or transfer is in compliance with the U.S. Securities Act or (v) pursuant to an effective registration statement under the U.S. Securities Act, in each case in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction. • The purchaser is not an affiliate of the Company or a person acting on behalf of such affiliate, and is not in the business of buying and selling securities or, if it is in such business, it did not acquire the Offer Shares from the Company or an affiliate thereof in the initial distribution of such Shares. • The Offer Shares are "restricted securities" within the meaning of Rule 144(a) (3) and no representation is made as to the availability of the exemption provided by Rule 144 for resales of any Offer Shares, as the case may be. • The Company shall not recognise any offer, sale pledge or other transfer of the Offer Shares made other than in compliance with the above‐stated restrictions. • The purchaser acknowledges that the Company, the Selling Shareholders, the Managers and their respective advisers will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements.

18.3.2 European Economic Area • Each person in a Relevant Member State (other than, in the case of paragraph (a), persons receiving offers contemplated in this Prospectus in Norway) who receives any communication in respect of, or who acquires any Offer Shares under, the offers contemplated in this Prospectus will be deemed to have represented, warranted and agreed to and with each Manager and the Company that: • it is a qualified investor as defined in the Prospectus Directive; and • in the case of any Offer Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Offer Shares acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the Managers has been given to the offer or resale; or (ii) where Offer Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those Shares to it is not treated under the Prospectus Directive as having been made to such persons. • For the purposes of this representation, the expression an "offer" 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 investor to decide to purchase or subscribe for the Offer Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression " Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

116

19. ADDITIONAL INFORMATION

19.1 Documents on display Copies of the following documents will be available for inspection at the Company's offices at Nedre Skøyen vei 2 0276 Oslo, Norway, during normal business hours from Monday to Friday each week (except public holidays) for a period of twelve months from the date of this Prospectus.  The Company's Articles of Association and Certificate of Incorporation.  The Group's audited consolidated annual financial statements for the years ended 31 December 2014, 2013 and 2012.  This Prospectus.

19.2 Statement regarding sources The Company confirms that when information in this Prospectus has been sourced from a third party it has been accurately reproduced and as far as the Company is aware and is able to ascertain from the information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

117

20. DEFINITIONS AND GLOSSARY The following definitions and glossary apply in this Prospectus unless otherwise dictated by the context, including the foregoing pages of this Prospectus.

ABG ABG Sundal Collier Norge ASA

Additional Shares Up to an additional 1,600,000 Shares the Lead Selling Shareholder will grant the Managers a right to purchase, solely for the purpose of covering over‐ allotments in connection with the Offering. Analyse og Strategi Multiconsult Analyse og Strategi AS, registration number 991 453 326

Anti‐Money Laundering The Norwegian Money Laundering Act No. 11 of 6 March 2009 and the Legislation Norwegian Money Laundering Regulations No. 302 of 13 March 2009. Apeland & Mjøset Sivilingeniørene Apeland & Mjøset AS

Application Period The period from 09:00 CET on 11 May 2015 to 12:00 CET on 21 May 2015, in which Shares are being offered in the Retail Offering. Arctic Arctic Securities AS

Articles of Association The articles of association of the Company as of Listing.

BIM Building information models

Board of Directors The board of directors of the Company.

Board Members The members of the board of directors of the Company.

Bookbuilding Period The period from 09:00 CET on 11 May 2015 to 14:00 CET on 21 May 2015 in which Shares are being offered in the Institutional Offering. CEO The Company’s chief executive officer

COFTA The Central Office for Foreign Tax Affairs (Nw.: Sentralskattekontoret for utenlandssaker). Company Multiconsult ASA

Consolidated Financial The Group’s audited consolidated financial statements as of, and for the Statements years ended, 31 December 2014 and 2013 prepared under IFRS as approved by the EU (IFRS) and for the years ended, 31 December 2013 and 2012 prepared under NGAAP. Corporate Governance Code The Norwegian Code of Practice for Corporate Governance dated 30 October 2014. EEA The European Economic Area.

ERTMS European Rail Traffic Management System

EU The European Union.

Excess Allowance Any part of the calculated allowance for one year which exceeds dividend distributed on the same share the same year FEED Front End Engineering and Design

118

FSMA The Financial Services and Markets Act 2000

Foreign EEA Corporate Foreign Shareholders that are corporations tax‐resident within the EEA for Shareholders tax purposes. Foreign EEA Personal Non‐resident Shareholders who are individuals tax‐resident within the EEA. Shareholders Forward‐looking statements Statements made that are not historic and thereby predictive as defined in Section 4.3 "General Information—Forward‐looking statements". General Meeting The Company’s general meeting of shareholders.

Group The Company and its subsidiaries (also defined as Multiconsult).

Hylland Ing. E.N. Hylland AS

IFRS International Financial Reporting Standards as adopted by the EU.

IMF The International Monetary Fund

Indicative Price Range The Offer Shares are indicatively set to be sold between NOK 75 and NOK 78. Institutional Closing Date Date for payment and delivery of Shares under the Institutional Offering, expected to take place on or about 27 May 2015 Institutional Offering A tranche of the Offering in which Offer Shares are being offered (a) to investors in Norway, (b) institutional investors outside Norway and the U.S and (c) QIBs. ISIN Securities number in the Norwegian Registry of Securities (VPS).

Lead Selling Shareholder Stiftelsen Multiconsult

Lending Option An option granted by the Lead Selling Shareholder to the Stabilisation Manager to require the Selling Shareholder to lend to the Stabilisation Manager, up to a number of Shares equal to the number of Additional Shares. LINK Link Arkitektur AS, registration number 975 999 726.

Listing The listing of the Shares on Oslo Børs.

Management The Group’s senior management team.

Managers ABG Sundal Collier and Arctic.

Multiconsult Multiconsult ASA with its subsidiaries (also defined as the Group)

Multiconsult Asia Multiconsult Asia Pte. Ltd

Multiconsult Stord Multiconsult Stord AS, registration number 865 285 752

Multiconsult UK Multiconsult UK Ltd

NGAAP The Norwegian Generally Accepted Accounting Principles.

119

NOK Norwegian Kroner, the lawful currency of Norway.

Non‐resident shareholders Shareholders who are not resident in Norway for tax purposes.

Nordea Nordea Bank Norge ASA

Norwegian FSA The Financial Supervisory Authority of Norway (Nw.: Finanstilsynet).

Norwegian corporate Shareholders who are limited liability companies and certain similar shareholders corporate entities resident in Norway for tax purposes. Norwegian personal Personal shareholders resident in Norway for tax purposes. shareholders Norwegian Act on Overdue The Norwegian Act on Overdue Payment of 17 December 1976 no. 100 Payment Norwegian Public Limited Norwegian Public Limited Liability Companies Act of 13 June 1997 no. 45 Liability Companies Act (Nw.: Allmennaksjeloven) Norwegian Securities Trading The Norwegian Securities Trading Act of 29 June 2007 no. 75 (Nw.: Act verdipapirhandelloven). NTNU The Norwegian University of Science and Technology (Nw.: Norges teknisk‐ naturvitenskaplige universitet) NVK Norsk Vandbygningskontor

Offer Price The final offer price for the Offer Shares in the Offering.

Offer Shares The Shares offered by the Selling Shareholders pursuant to the Offering.

Offering The offering contemplated by this Prospectus, pursuant to the terms and conditions set out herein. Order The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended. Oslo Børs Oslo Børs ASA or, as the context may require, Oslo Børs, a Norwegian regulated stock exchange operated by Oslo Børs ASA. Over‐Allotment Option The over‐allotment option granted to Arctic as the Stabilisation Manager as further described in Section 17.9 "Over‐Allotment and stabilisation activities". Payment Date Payment date under the Retail Offering, excpected to be on or about 26 May 2015 Prospectus This Prospectus.

Prospectus Directive Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in Prospectuses, as amended, and as implemented in Norway. QIBs Qualified institutional buyers, as defined in Rule 144A under the U.S. Securities Act. Regulation S Regulation S under the U.S. Securities Act.

Relevant Implementation The date on which the EU Prospectus Directive is implemented in that Date Relevant Member State

120

Relevant Member State Each Member State of the EEA which has implemented the EU Prospectus Directive. Relevant Persons The persons who the Prospectus is legally distributed to

Resident Shareholders Shareholders that are residents of Norway for purposes of Norwegian taxation. Retail Application Form The application form to be used in the Retail Offering.

Retail Offering A tranche of the Offering, in which Offer Shares are being offered to the public in Norway. RIF The Norwegian Association of Consulting Engineers (Nw. Rådgivende Ingeniørers Forening) Rule 144A Rule 144A under the U.S Securities Act.

U.S Securities Act The United States Securities Act of 1933, as amended.

Secondary Sale Agreement The secondary sale agreement entered into between the Lead Selling Shareholder, the Company and the Managers with respect to the sale of the Offer Shares to be sold by the Selling Shareholders in the Offering. Selling Shareholders The shareholders in the Company offering Shares in the Offering, as listed in Section 11 "The Selling Shareholders". SFA The Securities and Futures Act of Singapore

Share(s) Shares in the share capital of the Company, each with a nominal value of NOK 0.5 or any one of them. SIB Studentsamskipnaden in Bergen

SSB Statistisk Sentralbyrå

Stabilisation Manager Arctic Securities AS

UK The United Kingdom

U.S The United States of America also defined as the United States.

United States The United States of America also defined as the U.S

USD United States Dollar, the lawful currency of the United States of America.

U.S. Exchange Act The United States Securities Exchange Act of 1934, as amended

U.S. Securities Act The United States Securities Act of 1933, as amended

VPS The Norwegian Central Securities Depository (Nw.: Verdipapirsentralen).

121

APPENDIX A: ARTICLES OF ASSOCIATION OF MULTICONSULT ASA

VEDTEKTER

MULTICONSULT ASA

§1

Selskapets foretaksnavn er Multiconsult ASA. Selskapet er et allmennaksjeselskap.

§2

Selskapets forretningskontor er i Oslo kommune.

§3

Selskapets virksomhet er å drive rådgivende ingeniørvirksomhet, eiendomsforvaltning og annen forretningsmessig virksomhet som må anses fremmende for selskapet og hva dermed står i forbindelse, herunder delta i andre selskaper.

§4

Selskapets aksjekapital er kr. 13.124.600,- fordelt på 26.249.200 aksjer hver pålydende kr. 0,5,-. Aksjene skal være registrert i et verdipapirregister.

§5

Selskapets styre skal bestå av minimum 7 og maksimum 9 medlemmer.

Selskapets firma tegnes av styrets leder alene, to styremedlemmer i fellesskap eller ett styremedlem og daglig leder i fellesskap.

Styret kan meddele prokura.

§6

Selskapet skal ha en valgkomité bestående av tre medlemmer.

Valgkomitéens medlemmer skal være aksjeeiere eller representanter for aksjeeiere.

Valgkomitéens medlemmer, herunder dens leder, velges av generalforsamlingen.

Tjenestetiden for valgkomitéens medlemmer skal være to år med mindre generalforsamlingen beslutter noe annet. Tjenestetiden regnes fra valget når noe annet ikke er bestemt. Den opphører ved avslutningen av den ordinære generalforsamling i det året tjenestetiden utløper. Selv om tjenestetiden er utløpt, skal medlemmet bli stående i vervet inntil nytt medlem er valgt.

Honorar for valgkomitéens medlemmer skal fastsettes av generalforsamlingen.

Valgkomitéen skal ha følgende oppgaver: (i) Å avgi innstilling til generalforsamlingen om valg av aksjonærvalgte styremedlemmer (ii) Å avgi innstilling til generalforsamlingen om honorar for styrets medlemmer (iii) Å avgi innstilling til generalforsamlingen om valg av medlemmer av valgkomitéen (iv) Å avgi innstilling til generalforsamlingen om honorar for valgkomitéens medlemmer. Generalforsamlingen kan fastsette nærmere retningslinjer for valgkomitéens arbeid.

§7

Den ordinære generalforsamling skal behandle og avgjøre:

1. Godkjennelse av årsregnskapet og årsberetningen, herunder utdeling av utbytte. 2. Andre saker som i henhold til loven eller vedtektene hører under generalforsamlingen. Når dokumenter som gjelder saker som skal behandles på generalforsamlinger i selskapet, er gjort tilgjengelige for aksjeeierne på selskapets internettsider, kan styret beslutte at dokumentene ikke skal sendes til aksjeeierne. En aksjeeier kan i så fall kreve å få tilsendt dokumenter som gjelder saker som skal behandles på generalforsamlingen. Selskapet kan ikke kreve noen form for godtgjøring for å sende dokumentene til aksjeeierne.

Aksjeeiere kan avgi skriftlig forhåndsstemme i saker som skal behandles på generalforsamlinger i selskapet. Slike stemmer kan også avgis ved elektronisk kommunikasjon. Adgangen til å avgi forhåndsstemme er betinget av at det foreligger en betryggende metode for autentisering av avsender. Styret avgjør om det foreligger en slik metode i forkant av den enkelte generalforsamling. Styret kan fastsette nærmere retningslinjer for skriftlige forhåndsstemmer. Det skal fremgå av generalforsamlings- innkallingen om det er gitt adgang til forhåndsstemming og hvilke retningslinjer som eventuelt er fastsatt for slik stemmegivning.

I innkalling til generalforsamling kan det fastsettes at aksjeeier som vil delta i generalforsamlingen må meddele dette til selskapet innen en bestemt frist. Fristen kan ikke utløpe tidligere enn fem dager før møtet.

§8

Ingen aksjonær kan på generalforsamlingen stemme for mer enn 25% av aksjene utstedt av selskapet. Lik med aksjonærens egne aksjer regnes her med de aksjer som eies eller overtas av aksjonærenes nærstående. Som noens nærstående menes

1. ektefelle eller en person som vedkommende bor sammen med i ekteskapslignende forhold,

2. mindreårige barn til vedkommende selv, samt mindreårige barn til en person som nevnt i nr. 1 som vedkommende bor sammen med,

3. selskap innen samme konsern som vedkommende,

4. selskap hvor vedkommende selv eller noen som er nevnt i nr. 1, 2 eller 5, har slik innflytelse som nevnt i allmennaksjeloven § 1-3,

5. noen som det må antas at vedkommende har forpliktende samarbeid med når det gjelder å gjøre bruk av rettighetene som eier av et finansielt instrument.

APPENDIX B ANNUAL FINANCIAL STATEMENTS 2014, 2013 AND 2012

Table of content

Highlights of 2014 ...... 3 Overview of the business ...... 3 Financial review ...... 5 Segment information ...... 7 Research and development ...... 8 Financial risk and risk management ...... 8 Going concern ...... 10 Parent company results and allocation of net profit ...... 10 Directors’ Report 2014 Corporate governance ...... 10 Corporate social responsibility...... 10 Multiconsult AS Employees, organisation and equal opportunities ...... 13

19.03.2015

Enterprise number 910 253 158

Multiconsult AS Directors’ Report 2014 1

2014. Based on the recommendation from the board of directors, the annual general meeting in October Stable and profitable growth resolved to initiate a process aiming at listing the company on the Oslo Stock Exchange during the first half of 2015. The company has engaged advisors and initiated the process according to this plan. Multiconsult continued to advance in 2014 and was awarded many large and important contracts during the year. That yielded revenue growth and good development in profits. A solid order backlog forms the basis for continued progress in 2015. Highlights of 2014 x A number of large contracts won in 2014: County highway 109 Råbekken-Alvim (SVV Øst), SKL-ringen Gross operating revenues for the group amounted to NOK 2 265.6 million, representing an increase of 10.9 (Statnett), Kamuzu Barrage (Malawi), Neelum Jhelum (hydropower in Pakistan) and E18 Tvedestrand- per cent from 2013. Net operating revenues (less purchases from sub-contractors) rose by 10.2 per cent from Arendal part 2 (SVV Sør). the year before to NOK 1 986.5 million. The growth in orders meant that more execution capacity was required. Combined with the effect of acquisitions, this led to an expansion in the workforce during 2014. x Many important assignments pursued: Nyhamna Expansion, (Kværner, onshore terminal), Campus Ås (Statsbygg), Fighter Air Base (Forsvarsbygg), Follo Line (Jernbaneverket), Mount Coffee (hydropower in Consolidated operating profit before depreciation and amortisation (EBITDA) came to NOK 246.5 million, up Liberia), Neelum Jhelum (hydropower in Pakistan), Prinsensgate 26 rehabilitation, Hebron (Kværner, 1 by 15.7 per cent from the comparable figure for 2013. Consolidated pre-tax profit amounted to NOK 227.6 offshore Canada), cultural buildings in Bjørvika. The parent company’s 25 largest assignments accounted million, while net profit was NOK 166.7 million. for some 30 per cent of its net operating revenues in 2014. The market for engineering consultancy services was good in 2014, particularly in the energy and transport x Acquisition of Multiconsult Polska: Multiconsult strengthened its international commitment through the sectors. Regional variations were registered in the building and property sector, while uncertainty prevailed acquisition of Atkins' Polish subsidiary, which was renamed Multiconsult Polska and incorporated in the about oil and gas developments. The industry sector displayed to some extent a wait-and-see attitude during group at 15 September 2014. This company comprises 73 consultants with special expertise in the the year. sectors for transport, oil and gas, and environment and natural resources. The business is run from Poland and forms an integral part of the group’s overall team in the transport and infrastructure, Cash flow in 2014 was sound, reflecting positive operations and growth with some increase in tied-up capital. environment and natural resources, and oil and gas areas. The group has little interest-bearing debt and a large cash reserve. Liabilities at 31 December totalled NOK 878.3 million. Net working capital was negative at NOK 54.9 million. Capital adequacy is good, with an equity x Preparations for a possible stock exchange listing: The general meeting resolved on 29 October to ratio of 32.3 per cent at 31 December. The board proposes an ordinary dividend to shareholders of NOK 84 initiate a process for a possible initial public offering and listing of the company’s shares on the Oslo million. This is in line with the group’s dividend policy and corresponds to NOK 32 per share. Stock Exchange.

The order backlog in the parent company at 31 December amounted to NOK 1 362 million, and lays a good basis for continued progress in 2015. The overall market outlook for 2015 is regarded as positive, but will Overview of the business vary somewhat within the various sectors. Demand in the oil and gas industry is expected to decline as a The directors’ report for the Multiconsult group (“Multiconsult” or “the group”) embraces Multiconsult AS result of lower oil prices and reduced investment activity on the Norwegian continental shelf (NCS), while (“the parent company”) with subsidiaries in Norway and internationally. major public-sector transport projects are expected to provide substantial growth opportunities in transport and infrastructure. Should the level of capital spending in the oil and gas sector remain persistently low, the Business and location government is expected to transfer investment capacity to other sectors, such as transport and The parent company, Multiconsult AS, is a Norwegian limited company with its head office at Skøyen in Oslo. infrastructure. Growth is expected in the energy sector, partly as a consequence of major maintenance and Twenty-five offices spread throughout Norway provide a nationwide presence. International activities are investment requirements in the electricity generation field. Regional variations will again be evident in the pursued partly through foreign subsidiaries, and partly through project offices and foreign partners. The building and property sector during 2015, but overall growth is expected to keep pace with the consumer group had some 1 724 employees at 31 December 2014, including about 100 in wholly owned subsidiaries price index (CPI). outside Norway. Multiconsult is one of Norway’s leading specialists in engineering design and consultancy services. Its The company carried out an assessment of the ownership situation in 2014. The annual general meeting held business concept is to deliver multidisciplinary advice and design, which create value for customers, society, in April 2014 resolved to authorize the board of directors and executive management to further investigate shareholders, employees and the company. The group also offers geotechnical site investigations. the potential for an initial public offering of the company. The investigation was concluded during the fall of The group’s principal activities involve multidisciplinary consultancy, design, planning, project supervision, management, verification and controls in Norway and internationally in the following sectors:

x Building and property x Industry 1 Comparable EBITDA for 2013 is less one-off effects. EBITDA in 2013 was positively affected by a one-off effect from x Oil and gas changes to the disability pension plan. No such effects were recorded in 2014. x Energy

Multiconsult AS Directors’ Report 2014 2 Multiconsult AS Directors’ Report 2014 3

x Transport and infrastructure Market and customers x Environment and natural resources. Market conditions were generally good in 2014, but varied within the different markets and geographical regions where Multiconsult operates. The business is managed through a geographical organisation, and staffed by personnel from different parts of the group depending on the expertise and capacity required. Operations are organised in three The engineering consultancy sector has been characterised by consolidation over a number of years, with the geographical segments: five largest players in Norway now accounting for almost 80 per cent of the market and 180 smaller players x Greater Oslo for the remaining 20 per cent. National competition over orders is strong in Norway, but a growing trend can x Regional Norway also be seen towards competition from international players, particularly in the transport and oil and gas x International. sectors. See the detailed description under segment information. The engineering consultancy market in the energy sector has been very good, both in Norway and internationally. Demand in the building and property and transport sectors, has been good and stable, but Income model The group’s business model is based on fee revenues from its own employees. In certain projects, services with regional variations – particularly in building and property. The industry sector had rather more of a wait- and-see attitude during 2014, but with a positive trend towards the end of the year. Uncertainty was are purchased from external consultants (“sub-consultants”) or joint ventures are established by several greatest over developments in the oil and gas sector, which experienced a downturn during the second half. partners to bid collectively for a delivery. Both forms of collaboration involve a clear division of responsibility between Multiconsult and the partner. Projects can vary in duration, and long-running assignments may Cost cuts and expectations of reduced investment by the big oil companies, compounded by a decline in oil prices, resulted in lower activity and had a markedly negative effect in the short term. extend over a number of years. Their scope and duration are often extended along the way through supplementary orders. Market developments for energy, transport and infrastructure, and building and property should remain Strategic platform positive, and are being driven by increased investment into 2015. Signs of increased ordering can also be Multiconsult has developed into a complete multidisciplinary engineering consultancy and design company. seen in the industry sector. The proportion of international projects in the parent company was stable and The group represents a Norwegian powerhouse with an international scope in its industry. In Norway, it has accounted for 15 per cent of the order backlog at 1 January 2015. concentrated on being present with big multidisciplinary units in the largest cities. The parent company’s order backlog at 31 December totalled NOK 1 362 million, compared with NOK 1 160 The group has ambitions to expand, with particular emphasis on the oil and gas, transport and infrastructure, million a year earlier, and lays a good basis for further progress in 2015. and energy sectors. Selecting these priorities is a natural consequence of the group’s strong expertise base in the areas concerned and the high level of demand they offer. Multiconsult is characterised by good, long-term customer relations. Its portfolio comprises some 3 700 Adopted in 2012, the strategy is concentrated on three principal goals up to 2017 which find expression in the concept of a “3-2-1 strategy”. customers. The 15 largest of these account for about half the group’s annual gross revenues, and represent large, reputable companies in every market sector. Seven of the 10 largest customers are solid state-owned x 3 stands for a tripling in profitability. Multiconsult will work continuously to improve profits and enterprises with predictable investment plans. The biggest customers have been placing orders with thereby offer more effective solutions for customers and the company itself. Multiconsult for many years. x 2 stands for growth and a doubling in turnover during the strategy period. This will ensure renewal and the opportunity to recruit additional highly competent personnel, both experienced and newly Good collaboration with customers is an important success factor. A close dialogue is maintained between qualified. Multiconsult and its customers before, during and at the conclusion of assignments, both to learn about the x 1 stands for a leading position. Multiconsult’s goal is to be in first place as the preferred and most customer’s expectations and needs. and to clarify these. visible consultancy in Norway with the most positive reputation. Growth in turnover and EBIT, from 2012 to 2014, shows that the group is making good progress towards its Financial review 2017 targets. It is also developing well in terms of visibility and a leading position in the sector. The consolidated financial statements for 2014 are the first to be prepared in accordance with the The strong enabling culture in Multiconsult is regarded as one of the biggest success factors in meeting its International Financial Reporting Standards (IFRS) approved by the EU as well as Norwegian accounting strategic goals. Multiconsult has what it takes to succeed: respected specialist teams, recognised technical legislation. The effective date for the transition to the IFRS is 1 January 2013, and comparative figures for experts, substantial execution capacity, a good reputation, a solid customer base and the resources needed 2013, which were previously prepared and published in conformity with Norwegian generally accepted to make a commitment. accounting principles (NGAAP) have been restated in accordance with the IFRS in connection with the presentation of the financial statements for 2014. The biggest effects related to the transition are that pension commitments have been recognised at their estimated present value, which reduces equity, and that no provision is made for dividend until it has been approved.

Multiconsult AS Directors’ Report 2014 4 Multiconsult AS Directors’ Report 2014 5

In the board’s view, the income statement, the statements of comprehensive income, changes in equity and Liabilities totalled NOK 878.3 million (NOK 688.6 million). Total interest-bearing debt amounted to NOK 10.4 cash flow, the balance sheet and the notes provide satisfactory information about the operations and million, and liquidity was good. Working capital (receivables less current non-interest-bearing debt) was position of the group and the parent company at 31 December. negative at NOK 54.9 million (negative NOK 49.9 million). All amounts in brackets are comparative figures for 2013 unless otherwise specifically stated. The group has a credit facility of NOK 40 million with Nordea Bank, which was undrawn at 31 December. The Income statement overdraft and guarantee framework agreements for the parent company stipulate an equity ratio of 35 per Consolidated gross operating revenues amounted to NOK 2 265.6 (NOK 2 042.1 million). Net operating cent. At 31 December, the equity ratio was below this figure. This had no significance for balance sheet revenues, which are gross operating revenues less sub consultants and charges, were NOK 1 986.5 million classification, since the group had not utilised the facility. These agreements were extended in March 2015, (NOK 1 802.6 million). The 10.2 per cent increase in net operating revenues primarily reflects the increase in when the requirement for a minimum equity ratio was dropped on condition that the parent company orders. Operating expenses before depreciation, amortisation and impairment charges came to NOK 1 740 completes a stock exchange listing. million (NOK 1 541.5 million). This increase in expenses is almost wholly attributable to higher payroll costs, not only from a rise in the number of employees but also because of a positive one-off effect on these Cash flow expenses in 2013 related to pension plan changes. Consolidated operating profit before depreciation and Cash flow for the year reflected good operation, growth and some increase in the amount of tied-up working amortisation (EBITDA) thereby came to NOK 246.5 million (NOK 261.1 million). EBITDA before the above- capital. Consolidated net cash flow from operational activities amounted to NOK 149.7 million (NOK 173.7 mentioned one-off effect in 2013 was NOK 213 million. million). The variance between consolidated operating profit and operational cash flow related primarily to financial items, depreciation, changes in working capital, pension costs without cash effect and tax paid in The share of profit from investment calculated using the equity method was NOK 7 million (NOK 3.3 million). the period. Net cash flow from investing activities was negative at NOK 15.3 million (negative NOK 57.6 The largest associated company is LINK Arkitektur AS. Net financial items in 2014 amounted to NOK 8.8 million), and included the acquisition of Multiconsult Polska. This transaction incorporated a substantial cash million (NOK 5.7 million). Financial items consisted primarily of interest on bank deposits and certificates. holding, which had a positive effect on cash flow. Net cash flow from financing activities was negative at NOK Consolidated pre-tax profit came to NOK 227.6 million (NOK 229.5 million). Consolidated net profit was NOK 45.6 million (negative NOK 26.4 million). Cash and cash equivalents amounted to NOK 448.6 million (NOK 166.7 million (NOK 166.2 million). 356.2 million) at 31 December.

Other items recognised against equity were negative at NOK 128.1 million (negative NOK 65.5 million). These Other than the details presented in the financial statements, the board is not aware of any conditions arising related primarily to the increase in the estimated present value of capitalised pension commitments, which in 2014 or after the end of the financial year which are significant for assessing the annual accounts. The were negatively affected by a reduction in the discount rate in 2014 and by changes to mortality assumptions board believes that the annual accounts provide a true and fair picture of Multiconsult AS and the group’s in 2013. assets, liabilities, financial position and profit.

Financial position, financing and liquidity Segment information Non-current assets totalled NOK 284.9 million (NOK 216.6 million) at 31 December. Goodwill and intangible assets amounted in all to NOK 78.2 million (NOK 72.4 million). Goodwill relates primarily to the acquisition of The group’s activities are organised in three geographical segments based on its principal geographical Barlindhaug Consult AS and Vest Consult AS (now Multiconsult Stord AS). The increase relates to acquisitions markets. Revenues and expenses are reported in the segment where the employee is employed. That does in 2014. Financial non-current assets amounted to NOK 48.1 million (NOK 45.6 million) in 2014, and consisted not necessarily coincide with the location where the assignment has been executed. The cost of primarily of investment in associated enterprises and joint ventures as well as long-term receivables and administrative services, rent of premises, depreciation and so forth is allocated between the segments. shares. Greater Oslo This segment comprises the central area of eastern Norway, with offices in Oslo, Fredrikstad, Moss, Skien, Current assets totalled NOK 1 013.3 million (NOK 897.9 million), with receivables accounting for NOK 564.7 Tønsberg and Drammen. Greater Oslo is the largest segment, accounts for about 53.9 per cent of million (NOK 541.7 million) and bank deposits and certificates for NOK 448.6 million (NOK 356.2 million). consolidated net operating revenues, and offers services in all six of the group’s market sectors. Consolidated equity was NOK 419.9 million (NOK 425.9 million) at 31 December, corresponding to an equity Net operating revenues for the segment came to NOK 1 070.8 million (NOK 978.2 million) in 2014. The 9.5 ratio of 32.3 per cent (38.2 per cent). per cent increase was primarily a result of increased orders. EBITDA came to NOK 167.7 million, somewhat better than the NOK 132.3 million achieved in 2013. This improvement is largely a result of increased orders The change in equity primarily reflects the positive effect of the net profit, offset by other income statement and a positive effect of concluded liability cases. items recognised against equity in accordance with IFRS, which related mainly to the change in the measurement of pension commitments, and payment of dividend during the year.

Multiconsult AS Directors’ Report 2014 6 Multiconsult AS Directors’ Report 2014 7

Regional Norway policies for engineering consultancies. This insurance takes the form of standard policies for engineering This segment embraces regional offices in Kristiansand, Stavanger, Bergen, Trondheim and Tromsø as well as assignments, with an excess of NOK 300 000 per claim and normally with a maximum cover of up to 150 subsidiaries in Voss and Stord. It offers services in all six of the group’s market sectors. Regional Norway times the Norwegian national insurance base rate (G) – about NOK 13 million. Further details are provided in accounts for about 43.9 per cent of consolidated net operating revenue. note 19 to the consolidated financial statements.

Regional Norway had total net operating revenues of NOK 872.9 million (NOK 796.2 million) in 2014. The rise Credit risk of 9.6 per cent was primarily a result of increased orders. EBITDA came to NOK 78.7 million, somewhat Credit risk arises primarily from transactions with clients and from bank deposits. The company’s losses on weaker than the NOK 84.8 million achieved in 2013. This decline was largely a consequence of higher costs in accounts receivable because customers are unable to meet their obligations have been modest for a number certain regions. of years.

International New customers are subject to credit assessment and approval before credit is extended to them. The group’s international subsidiaries represent its third segment, and embraces subsidiaries in Poland, the Responsibility for credit management in the parent company is centralised, and routines are entrenched in UK, Singapore and Russia. Multiconsult UK primarily offers services in the energy sector, while Multiconsult the group’s quality assurance system. Asia in Singapore concentrates mainly on the oil and gas sector. Multiconsult Poland offers services chiefly in the transport and infrastructure, environment and natural resources, and oil and gas sectors. Activity in Accounts receivable represent about 32 per cent of the group’s assets. The company has established routines Multiconsult Russia is small, and relates largely to services in the oil and gas sector. The international for assessing the creditworthiness of the customer, and the possible need for bank guarantees or other risk- segment accounts for roughly 1.4 per cent of the group’s net operating revenues. reducing measures.

Net operating revenues for the international segment totalled NOK 27.8 million (NOK 9.7 million) in 2014. The company’s cash flow from operations has been positive. At 31 December 2014, the group’s non-current The solid increase first and foremost reflects the acquisition of Multiconsult Polska, which contributed some liabilities totalled NOK 255.3 million. NOK 8 million in net operating revenues, as well as good growth at Multiconsult UK. EBITDA came to NOK 3.6 million, an improvement from the loss of NOK 6 million for the year before. Progress since 2013 reflects the Currency risk growth at Multiconsult UK. The group is exposed to currency risk through ongoing projects abroad with fees agreed in foreign currencies. Hedging contracts have been entered into for certain projects to reduce this risk. Currency risk is Research and development regarded as modest, and unable to affect the valuation of the company.

Multiconsult pursues both internal and external R&D projects. Internal work is conducted by the company’s Interest-rate risk expertise networks or as separate projects. External R&D activities are pursued and financed primarily in The company’s interest-bearing debt is small, and it accordingly has a low interest-rate risk related to debt. collaboration with Norwegian and international research institutions, strategic partners and customers. Financial non-current assets relate virtually entirely to investment in associated companies and joint Multiconsult conducted 13 R&D projects during 2014, with the support of external funding. ventures, while current assets consist almost wholly of bank deposits and current receivables. Non-current liabilities consist primarily of pension commitments related to the parent company’s defined benefit plan. Spending on the company’s R&D projects totalled NOK 13 million in both 2014 and 2013, with NOK 2 million The latter had 314 active members and 184 pensioners at 31 December, following the introduction of the per year invoiced on to customers. defined contribution plan in 2006. The present value of the pension commitment is sensitive to changes in

the discount rate. The company also pursues and measures a number of other development activities which are general in nature for the whole group. This involves typical support processes which are not considered to meet the Liquidity risk accounting definition of research and development, but which are important for the company’s The company’s liquidity risk is limited. Liquidity management is followed up actively through budgets and development. Spending on these activities totalled NOK 8 million in 2014 and NOK 12 million in 2013. continuous forecasting. To ensure sufficient freedom of action in terms of liquidity, and thereby to moderate

liquidity risk, a credit facility of NOK 40 million has been established with the company’s bank. This facility Financial risk and risk management remained undrawn at 31 December. Financial risk for the group is considered to be moderate. Legal liability The risk of disagreements and legal disputes related to the possible cost of delays and project errors is always present in the consultancy business. Multiconsult has good insurance policies and routines for following up such cases. The company’s insurance cover for project liability is based mainly on collective

Multiconsult AS Directors’ Report 2014 8 Multiconsult AS Directors’ Report 2014 9

Going concern The group has its own compliance function. Training programmes for employees at all levels were developed in 2014. A dedicated corporate policy for CSR has also been developed, with associated supplier declarations The annual accounts have been prepared on a going concern assumption. The board has confirmed that this and self-declarations. assumption can be made on the basis of the company’s budgets and long-term strategic forecasts for the years to come. Sustainable development forms one of the key elements in the group’s strategy for 2013-17. Its actions and advice will be characterised by sustainable solutions under the slogan “green in all we do”. HSE will take Parent company results and allocation of net profit precedence over financial considerations.

These are the first annual financial statements for the parent company prepared in accordance with the The group has a dedicated function for CSR. Goals, strategies and action plans have been drawn up in this Norwegian Accounting Act and the regulations on simplified application of international accounting area, and these will be followed up and further developed in coming years. standards (IFRS), as amended in November 2014. The effective date for the transition to the simplified IFRS is

1 January 2013, and comparative figures for 2013 which were previously prepared and published in Ethics and corruption conformity with Norwegian generally accepted accounting principles (NGAAP) have been restated in Multiconsult has zero tolerance of corruption and a well-developed anti-corruption programme. All accordance with the simplified IFRS in connection with the presentation of the financial statements for 2014. employees take a dedicated e-learning programme with dilemma training to help them become better The biggest effect related to the transition is that pension commitments have been recognised at their equipped for dealing with circumstances which may be difficult to handle. All employees have signed estimated present value, which reduces equity. Multiconsult’s ethical code of conduct, and a handbook on anti-corruption has been composed. Multiconsult

is a project organisation, and the majority of its employees have contacts with customers and third parties. Since the parent company accounts for 96 per cent of total revenues and 93 per cent of assets in the group, Combined with a risk picture which changes constantly in line with the portfolio of assignments, this means the comments on the group’s financial statements are also applicable to the financial statements for the that an anti-corruption programme requires the mobilisation of large parts of the organisation. The parent company. programme has led to better and more effective management of corruption risk through a risk-based use of

resources, greater expertise on risk identification and control, and great clarity in relation to third parties. The parent company’s pre-tax profit came to NOK 218.9 million (NOK 230.6 million), while net profit was

NOK 158.9 million (NOK 168.5 million). Natural environment The board proposes the following allocation of the net profit of NOK 158.9 million for the parent company: Multiconsult’s goal is to enhance environmental awareness among all its employees, both in day-to-day Transferred to other equity NOK 74.9 million operations and in executing assignments. This work has concentrated so far on the parent company, which Dividend NOK 84.0 million accounts for 96 per cent of consolidated revenues and 91 per cent of employees. The strategies, goals and measures described below therefore apply only to the parent company. Emphasis will be given in 2015 to Following an evaluation, the board has concluded that the company will have an equity and liquidity after developing environmental strategies and measures for other parts of the group. paying dividend which are acceptable in relation to the risks and scope of its activities. Specific performance targets have been set for emissions, discharges and energy consumption. These show Corporate governance that progress has been relatively stable in recent years. The environmental accounting for the parent company is presented in a table below. As part of the preparations for a possible stock exchange listing of the parent company’s shares, work has been initiated on developing principles for corporate governance. These will be based on the Norwegian Work on Eco-Lighthouse certification was completed in 2014, when all offices in Norway with more than five code of practice for corporate governance (the NCGB code) dated 30 October 2014. employees were also certified in accordance with the Eco-Lighthouse Foundation’s head-office model. This is a purely Norwegian scheme. The larger offices were certified in earlier years. The next audit is due in 2017. Corporate social responsibility A nationwide programme to educate personnel in the Norwegian construction client regulations was Corporate social responsibility (CSR) is about running the business in a responsible and sustainable manner conducted in 2014. Attention here has concentrated on the engineering designer’s responsibility and role over time, and in a way which contributes to a positive, trusting relationship between Multiconsult and the with regard to HSE in designs and at the construction site. A gap analysis was conducted for ISO 14001 on group’s stakeholders. Multiconsult has identified ethics, anti-corruption and health, safety and the environmental management. Following minor adjustments, the management system complies with the environment (HSE) as particularly relevant components of the group’s CSR, and structured efforts are being standard. made to strengthen these areas. Considerations relating to the working environment, sickness absence and occupational injuries are covered Multiconsult participates actively in the development of BREEAM, and possesses the greatest collective in the section on employees and the organisation. Norwegian expertise on this system for certifying the sustainability of buildings. The head office in Nedre

Multiconsult AS Directors’ Report 2014 10 Multiconsult AS Directors’ Report 2014 11

Skøyenvei is one of the first five commercial buildings in Norway to be classified in accordance with the Environmental accounts for the parent company “BREEAM in use” standard. 1 Environmental indicator Unit 2011 2012 2013 2014 Energy Specific environmental targets have been prepared for the strategy period, embracing individual goals 1 2 Area efficiency m /work-year 36 34 30 30 related to procurement, travel habits, energy consumption, and waste generation and handling. Energy consumption in buildings1 kWh/work-year 4 890 5 016 5 583 5 031 Energy consumption in buildings kWh/m2 136 145 185 165 The number of flights taken has grown since 2013. Part of the increase could be attributable to collective Transport booking and better registration through the HRG travel agency chain. Staffing and activity levels rose during Work driving by car km/work-year 2 685 1 949 1 876 1 679 Flights, domestic number/work- the year, and the acquisition of Multiconsult Polska may also have contributed to increased travel together year 3.0 3.4 2.9 4.2 with greater interaction and travel between the groups’s other businesses in Norway and abroad. Kilometres Flights, foreign number/work- driven declined by about 150 000 in all. The fleet of cars rose from 86 to 98, but a number of the additions year 0.5 0.4 0.3 0.6 are electric-powered. In the longer term, the increased proportion of such vehicles will reduce petrol and Fuel consumption, machinery litres/work-year 77 83 47 45 Procurement and material consumption diesel oil consumption even further. The rise in carbon emissions is directly related to the growth in air Total paper consumption1 kg/work-year 31 32 22 23.5 travel. Energy consumption by the offices was lower than in 2013. That partly reflects milder weather in 2014 Waste compared with the year before. In addition comes the effect of more modern offices in Bergen and Total waste1 kg/work-year 114 1652 121 112.9 Trondheim. All the offices have registered a small decline in the number of videoconferences (LifeSize). This Residual waste % 52% 53% 53% 47% is thought to result from extensive use of Lync. Lync meetings will be recorded from 2015. Waste for recycling % 48% 47% 47% 50% Emissions to the air

Carbon emissions tonnes/work-year 1.7 1.6 1.5 1.7 While the total quantity of waste per work-year has been reduced, the recycling rate remains low. Measures 1 have been taken, resulting in expectations of increased recycling rate in 2015. All work-years performed for Multiconsult are included in the accounts. Consumption figures for offices with fewer than five employees are excluded from the accounts – in other words, consumption figures by office area, energy and paper consumption, and waste. The figures presented per work-year for these consumption items are accordingly rather more favourable than the reality. The attention given by the Eco-Lighthouse scheme to the environmental aspects of procurement has 2 contributed to an increased number of environmentally labelled products, environmentally certified A major relocation process conducted in Oslo during this year generated an unusually large amount of waste. suppliers and ecological goods. Paper consumption, measured by the quantity purchased annually, remained virtually unchanged from 2013 to 2014. Employees, organisation and equal opportunities Environmental reporting for the parent company is based on the following aspects. Multiconsult is a knowledge company, and the group had 1 724 well-qualified employees at 31 December y Energy: energy use in buildings is based on consumption of electricity and district heating in the 2014 to serve its customers in Norway and internationally. company’s office premises. y Transport and machinery: work driving includes the use of private cars for business purposes, company As a result of acquisitions in 2014, not all data are yet available at group level. The presentation below will vehicles and hire cars. Air travel includes the number of one-way/return flights reported by the travel therefore in some places refer to Multiconsult AS (the parent company). The acquisition of Multiconsult agency, and is based on an average travel time in Norway, short international (European) journeys and Polska in September added 73 people to the group workforce. long international flights. Fuel consumption for machinery includes drilling rigs, lorries and ships. y Procurement and material consumption: paper consumption is based on the use of A3 and A4 sheets The parent company had 1 575 employees at 31 December. Increased activity in 2014 contributed to a rise of and plotter paper. 169 people in the workforce during the year. Staff turnover for the parent company was 7.4 per cent. y Waste: waste from office activities includes sorted waste for recycling as well as residual, hazardous and electronic waste. Employees and expertise y Emissions to the air: carbon emissions are the estimated carbon dioxide equivalent emitted from Recruitment capability, employee satisfaction and expertise development are important conditions for energy consumption in buildings (electricity and district heating) and operations-related transport such Multiconsult’s success. This is reflected in the company’s day-to-day operations. New standards for annual as work driving, air travel and use of machinery and equipment in connection with rig operation. performance and development conversations were introduced in 2013 and followed up in 2014. The portfolio of courses was further developed. As in earlier years, a management development programme was conducted for selected managers under the title “Expanding your leadership”.

Multiconsult ranks as an attractive employer in the annual surveys conducted among students by Universum and Karrierebarometeret. The company was ranked as number four and six respectively among the most attractive workplaces to engineering students in 2014.

Multiconsult AS Directors’ Report 2014 12 Multiconsult AS Directors’ Report 2014 13

Close collaboration with selected universities and university colleges continued in 2014, with a substantial Sickness absence in the parent company was 3.3 per cent (3.5 per cent) in 2014. presence both at career fairs and company presentations. The commitment to attractive summer programmes/jobs was maintained, and feedback from students shows that Multiconsult offers very Equal opportunities attractive summer posts. The purpose of Norway’s Anti-Discrimination Act is to promote equal opportunities and rights, and to prohibit discrimination on the grounds of ethnicity, skin colour, language, religion and beliefs. Multiconsult The company is well positioned to recruit employees with varied educational backgrounds, both newly works actively to promote the objectives of the Act in the group. graduated and more experienced. Of the 197 new employees in the company, 25 per cent have a BSc, 58 per cent an MSc, four per cent a PhD and 13 per cent a different background. Fifty-nine per cent of new recruits Thirty-three per cent of the parent company’s 1 575 employees at 31 December were female and 67 per cent during the year had graduated in 2013 or 2014. were male. At the same date, the group’s corporate executive committee comprised three women and nine men. The parent company board at 31 December consisted of four female and five male directors. Thirty-two Multiconsult has a constant need to strengthen its expertise and capacity, both in line management and in per cent of staff in the technical departments were women and 68 per cent were men, while the project management. Great emphasis is accordingly given to the development of managers, and substantial corresponding proportions for the administrative departments were 61 and 39 per cent. Women accounted resources are devoted to such work. During 2014, the company established dedicated management for 22 per cent of middle managers. The group is working to recruit more female employees, and women development programmes for both line managers and project managers. A large number of people has accounted for 40 per cent of new recruits in 2014. completed these. Multiconsult aims to be a workplace with no discrimination on the grounds of disability. Active efforts are Structural capital made to design and customise physical conditions so that the group’s various functions can be used by as To ensure high delivery quality and verifiable quality assurance routines, the company has established a new many as possible. Workplaces and jobs are customised on an individual basis for employees or job applicants management system in recent years. This was further updated in 2014 with a goal of improving user- with disabilities. friendliness in all parts of the portfolio of assignments. Nine per cent of employees in Multiconsult AS had a mother tongue other than Norwegian at 31 December, Multiconsult has modern and efficient offices throughout Norway. Office capacity is expanded step by step with 35 different languages represented. to ensure growth opportunities. The company does not discriminate on the grounds of gender, disability, ethnicity, religion or the like. The Working environment, sickness absence and injuries board and the executive management are conscious of this in recruitment, appointment, pay and The board considers the working environment and collaboration with union officials to be good. Employee customisation of working conditions, and in work on developing attitudes. participation is ensured at several levels in the group. A permanent collaboration committee has been established at group level, comprising central union officials and representatives of the corporate Changes to the board and the executive management management. This committee holds regular meetings, where the management provides information and/or The annual general meeting in April elected Eli Giske and Kaare Krane as new directors. An extraordinary where the two sides conduct discussions as and when required. Where issues are of regional, local or general meeting on 29 October 2014 expanded the board with an additional director when Ivar Eng was otherwise restricted scope, Multiconsult holds meetings for information and/or discussion at an adequate elected as a representative for the Multiconsult Foundation. Anne Harris became new CFO in September level. 2014.

Multiconsult works systematically on HSE. Dedicated action plans have been established, and these are Shareholders followed up both centrally and regionally. The results of this work are reported to the working environment The parent company, Multiconsult AS, had 573 shareholders at 31 December 2014. The two largest committee (AMU Norway) for the parent company. shareholders, WSP Europe AB and the Multiconsult Foundation, own 45.9 per cent of the company’s shares between them. An extraordinary general meeting on 29 October approved the board’s proposal to initiate a A new contract for a company-wide health service was introduced in the parent company at 1 January 2014. process of preparing for a listing of the company’s shares on the Oslo Stock Exchange. A total of 88.91 per Some start-up problems have occurred, and an evaluation will be conducted. Efforts have been made to raise cent of the shares were represented, and 87 per cent voted for the proposal. At the same time, it was awareness about using the fPortal improvement and nonconformity system, which boosted reporting of resolved that the Multiconsult Foundation would have its own seat on the board. incidents and near-misses during the year. A new e-learning system for HSE was launched in August. This programme is mandatory for managers, safety delegates and AMU members. Multiconsult’s first HSE day Outlook was implemented in November, with various central and local measures. This initiative was well received, The board would emphasise that assessments of future conditions normally involve considerable and the decision has been taken to continue it in 2015. uncertainties. At 31 December, the parent company’s order backlog totalled NOK 1 362 million, and laid a

Multiconsult AS Directors’ Report 2014 14 Multiconsult AS Directors’ Report 2014 15 good basis for continued progress in 2015. The overall market outlook for 2015 is considered to be positive, CONSOLIDATEDSTATEMENTOFINCOME AmountsinNOKthousand,exceptearningspershare but will vary somewhat in the various markets. While demand in the oil and gas industry is expected to decline as a result of lower oil prices and reduced investment activity on the NCS, major public-sector transport projects are expected to provide substantial growth opportunities in the transport and infrastructure sector. Should the decline in capital spending in the oil and gas business prove long-lasting, the government is expected to transfer investment capacity to other sectors, such as transport and Note 2014 2013 OPERATINGREVENUESANDEXPENSES infrastructure. Similarly, Multiconsult could shift capacity between their two business areas. Growth is Operatingrevenues 2265627 2042144 expected in the industry sector, partly as a consequence of big maintenance and investment requirements in Expensesforsubcontractorsanddisbursements 279118 239579 electricity generation. The building and property sector will again display regional variations in 2015, but Netoperatingrevenues 1986509 1802565 overall growth is expected to be in line with the CPI. Preparations for a possible stock exchange listing have Employeebenefitsexpenses 8,11 1449600 1259192 been initiated, and this work is on schedule. Progress and a possible decision will depend on developments in Otheroperatingexpenses 7 290443 282264 Operatingexpensesexcludingdepreciation,amortisationandimpairment 1740043 1541456 the stock market and other conditions. The board’s view is that Multiconsult is well positioned for continued Operatingprofitbeforedepreciation,amortisationandimpairment(EBITDA) 246466 261109 long-term development of the group’s assets. Depreciation,amortisationandimpairment 13,14 34625 40669 Operatingprofit(EBIT) 211841 220440 Shareofprofitfromassociatedcompaniesandjointventures 16 6961 3342 The board of directors and CEO FINANCIALINCOMEANDEXPENSES Multiconsult AS Financialincome 9 11629 8166 Financialexpenses 9 2823 2430 Oslo, 19 March 2015 Netfinancialitems 8806 5736

Profitbeforeincometaxes 227608 229518 Incometaxexpenses 10 60899 63327 Steinar Mejlænder-Larsen Kaare Krane Chair Director Director Profitfortheperiod 166708 166192 Attributableto: OwnersofMulticonsultAS 166708 166192

Siv Axelsson Espen Robertsen Earningspershare: Director Director Basic 23 63.5 63.3 Diluted 23 63.5 63.3

Freddy Holstad Kari Medby Loland Director Director CONSOLIDATEDSTATEMENTOFCOMPREHENSIVEINCOME AmountsinNOKthousand Profitfortheperiod 166708 166192 Eli Giske Birger Opgård Othercomprehensiveincome Director Director Remeasurementofdefinedbenefitobligations 11 Ͳ177749 Ͳ87689 Incometaxes 47992 22395 Totalitemsthatwillnotbereclassifiedsubsequentlytoprofitorloss Ͳ129757 Ͳ65294 ______Ivar Eng Christian Nørgaard Madsen Currencytranslationdifferences 1684 Ͳ227 Director CEO Totalitemsthatmaybereclassifiedsubsequentlytoprofitorloss 1684 Ͳ227 Totalothercomprehensiveincomefortheperiod Ͳ128073 Ͳ65521 Totalcomprehensiveincomefortheperiod 38636 100671

Multiconsult AS Directors’ Report 2014 16

MULTICONSULTAS MULTICONSULTAS CONSOLIDATEDBALANCESHEET CONSOLIDATEDBALANCESHEET Amounts in NOK thousand Amounts in NOK thousand

Note 31.12.2014 31.12.2013 01.01.2013 Note 31.12.2014 31.12.2013 01.01.2013 Assets Equityandliabilities NonͲcurrentassets Equity Deferredtaxassets 10 82109 27523 22950 TotalpaidͲinequity 26445 26438 26437 Intangibleassets 13 6783 6725 6961 Otherequity 393469 399436 334181 Goodwill 13 71427 65714 52801 Total shareholders' equity 419914 425874 360618 Property,plantandequipment 14 76510 71081 63107 TotalnonͲcurrentnonͲfinancialassets 236828 171043 145819 Non-current liabilities Pensionobligations 11 211531 41372 27048 Investmentsinassociatedcompaniesandjointventures 16 42172 39353 34944 Provisions 19 36777 46606 48378 OthernonͲcurrentfinancialassets 5934 6230 4507 NonͲcurrentinterestͲbearingliabilities 36943 9047 Ͳ TotalnonͲcurrentfinancialassets 48106 45583 39451 Total non-current liabilities 255251 97024 75426 Total non-current assets 284935 216626 185270 Current liabilities Current assets Accounts payable 109252 88836 67738 Receivables Current tax liabilities 10 51897 44994 43961 Accounts receivable 12 420391 325754 406202 Public duties payable 192706 169961 147553 Other current receivables and prepaid expenses 12 144284 215916 56054 Current interest-bearing liabilities 33471 ͲͲ Total receivables 564675 541670 462256 Othercurrentliabilities 18 265729 287825 218738 Total current liabilities 623055 591616 477990 Cashandcashequivalents 15 448611 356218 266509

Total liabilities 878306 688640 553416 Total current assets 1013286 897888 728765

Totalequityandliabilities 1298221 1114514 914034 Total assets 1298221 1114514 914035

TheBoardandCEOofMulticonsultAS Oslo,19March2015

SteinarMejlænderͲLarsen KaareKrane EspenRobertsen Chairman Boardmember Boardmember

SivAxelsson FreddyHolstad KariMedbyLoland Boardmember Boardmember Boardmember

EliGiske IvarEng BirgerOpgård Boardmember Boardmember Boardmember

ChristianNørgaardMadsen CEO MULTICONSULT AS CONSOLIDATEDSTATEMENTOFCHANGESINEQUITY CONSOLIDATEDSTATEMENTOFCASHFLOWS AmountsinNOKthousand +arecashincreasingandͲarecashreducingeffects AttributabletoequityholdersofMulticonsultAS CURRENCY SHARE TREASURY SHARE TOTALPAIDͲIN REMEASUREMENT TRANSLATION AmountsinNOKthousand CAPITAL SHARES PREMIUM CAPITAL RETAINEDEARNINGS PENSIONS DIFFERENCESTOTALEQUITY 2014 2013

1January2013 13125 Ͳ8 13320 26437 426408 Ͳ92228 0 360618 CASHFLOWSFROMOPERATINGACTIVITIES: Profitbeforeincometaxes 227608 229518 Disposaloftreasuryshares 0 1 0 1 00 1 Incometaxespaidduringtheperiod Ͳ48347 Ͳ44777 Dividend 0 0 0 0 Ͳ35416 00Ͳ35416 Depreciation,amortisationandimpairment 34625 40669 Totalcomprehensiveincomefortheperiod 0 0 0 0 166192 Ͳ65294Ͳ227 100671

Pensionexpenseswithnocasheffect Ͳ10944 Ͳ75872 31December2013 13125 Ͳ7 13320 26438 557184 Ͳ157521Ͳ227 425874 Changesincurrentassets,liabilitiesandothernonͲcasheffects Ͳ53224 24179 Netcashflowsfromoperatingactivities 149718 173719 Disposaloftreasuryshares 0 7 0 7 0007 CASHFLOWSFROMINVESTINGACTIVITIES: Dividend 0 0 0 0 Ͳ44602 00Ͳ44602 Proceedsfromdisposalofproperty,plantandeqiupmentandshares 504 662 Totalcomprehensiveincomefortheperiod 0 0 0 0 166708 Ͳ129757 1684 38636 Paymentsonacquisitionofproperty,plantandequipmentandintangibleassets Ͳ39240 Ͳ41727 31December2014 13125 0 13320 26445 679290 Ͳ287278 1457 419914 Proceeds/paymentsrelatedtoequityaccountedinvestments 4142 Ͳ2667 Netcasheffectofbusinesscombinations 19309 Ͳ13910 Netcashflowsfrominvestingactivities Ͳ15285 Ͳ57642

CASHFLOWSFROMFINANCINGACTIVITIES: Dividendspaid Ͳ45615 Ͳ35416 ProceedsfromnewnonͲcurrentborrowings 09048 Netcashflowsfromfinancingactivities Ͳ45615 Ͳ26368

Foreigncurrencyeffectsoncashandcashequivalents 3576 Ͳ

Netchangeincashandcashequivalents 92393 89709 Cashandcashequivalentsatthebeginningoftheperiod 356218 266509 Cashandcashequivalentsattheendoftheperiod 448611 356218 Classification of current and non-current items An asset is classified as current when it is expected to be realised or sold, or to be used in the Group's normal operating cycle, or falls due or is expected to be realised Notes to the consolidated financial statements within 12 months after the end of the reporting period. Other assets are classified as non-current. Liabilities are classified as current when they are expected to be settled in the normal operating cycle of the group, are held for trading, are expected to be settled within 12 months of the end of the reporting period, or if the Group does not have an unconditional right to postpone settlement for at least 12 months after the reporting date. Provisions for obligations and other liabilities are classified as non-current. Derivatives are classified as current items. Note 1 General information and basis for the preparation of the consolidated financial statements

Multiconsult AS (the Company) is a Norwegian limited liability company. The Company's head office is located in Nedre Skøyenvei 2, 0276 Oslo. Property, plant and equipment Property, plant and equipment are recognised at cost less accumulated depreciation. Cost of acquisition includes costs directly attributable to the acquisition of the fixed Multiconsult is one of the leading environments for engineering and related consultancy. The principal activities of the Company and the subsidiaries (the Group) are asset. Subsequent expenditure is added to the carrying value of the asset or is recognised separately when it is probable that future economic benefits related to the described in note 5 Segments. These consolidated financial statements were approved by the Board of Directors on 19 March 2015 for adoption by the Annual General expenditure will flow to the Group, and the cost can be measured reliably. The carrying amount related to replaced parts is expensed. Other repair and maintenance costs are Meeting on 16 April 2015. recognised in profit or loss in the period during which the cost is incurred. Property, plant and equipment are depreciated on a straight-line basis. The cost of acquisition of property, plant and equipment is depreciated to their expected residual value, which in general is estimated to be nil. The estimated useful lives, residual values and With effect from 1 January 2013, the group has elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards as depreciation methods are reviewed at the end of each reporting period and changed if necessary. When the carrying amount of an item of property, plant and equipment is adopted by the EU (IFRS) and the Norwegian Accounting Act. References to "IFRS" in these financial statements mean IFRS as adopted by the EU.These are the first higher than its estimated recoverable amount (the higher of fair value less costs to sell and value in use), the carrying amount is reduced to the recoverable amount and annual financial statements prepared in accordance with IFRS, and IFRS 1 First time adoption of IFRS has been applied. Please refer to note 25 for the effects of transition to recognised as impairment in the income statement. Gains and losses on disposal of property, plant and equipment are recognised in the income statement as the difference IFRS. The transition date was 1 January 2013. between the sales price and the carrying amount. These amounts are insignificant in the periods presented.

Intangible assets Note 2 A Significant accounting policies Intangible assets consist mainly of standard software and licences used by the company. The company has no internally generated intangible assets with a remaining carrying value at the end of the reporting period. Intangible assets are recognised at cost of acquisition less amortisation. Intangible assets are amortised on a straight-line Basis of preparation basis to an estimated residual value of nil. When the carrying amount of an intangible asset is higher than its estimated recoverable amount, the carrying amount is reduced The consolidated financial statements have been prepared based on the historical cost basis, except for derivatives and pension assets that are measured at fair value, and to the recoverable amount and recognised as impairment in the income statement. pension liabilities that are measured at present value. The consolidated financial statements are presented in Norwegian kroner (NOK). Amounts are rounded to the closest thousand, unless stated otherwise. As a result of such rounding differences, amounts and percentages may not add up to the total. Goodwill Goodwill arising upon a business combination is not amortised. Goodwill does not generate cash flows that are independent of other assets or groups of assets, and is Consolidation principles, investments accounted for in accordance with the equity method and working partnerships allocated to the cash-generating units that are expected to benefit from the synergies of the combination that gave rise to goodwill. Cash-generating units to which goodwill The consolidated financial statements incorporate Multiconsult AS and companies that Multiconsult AS (directly or indirectly) control (the Group). Control is achieved when the has been allocated are reviewed for impairment on an annual basis, or more frequently if there are indications of impairment. If the recoverable amount of the cash-generating Group is exposed or has rights to variable returns from its involvement with a company in which it has invested, and has the ability to use its power to affect its returns from this unit is less than its carrying value, the impairment loss is allocated first to reduce the carrying value of goodwill and then to the other assets in the cash-generating unit pro company. All subsidiaries are 100% owned and there are no non-controlling interests. rata based on the carrying amount of each asset in the unit. The carrying value of individual assets is not reduced below nil. An impairment loss recognised for goodwill is not reversed in subsequent periods if the recoverable amount of the cash-generating unit increases. Any impairment is recognised as part of impairment in the income statement. The consolidated financial statements have been prepared using uniform accounting policies. All material transactions and balances between group entities have been eliminated. Cash-generating units (CGU) A cash-generating unit (CGU) is the smallest identifiable group of assets that generates cash flows that are largely independent of cash inflows from other assets or groups of Shares in subsidiaries are eliminated in the consolidated financial statements in accordance with the acquisition method. This entails that the consideration, as well as the assets. In order to identify whether cash flows from an asset (or a group of assets) are independent of cash flows from other assets (or groups of assets), management acquired entity's assets and liabilities, are measured at fair value on the date of acquisition, and any excess consideration is classified as goodwill. Historically, it has been assesses various factors, including how operations are monitored, e.g. based on service- or product areas, businesses or geographical areas. Each CGU or group of CGUs considered that most of the consideration in excess of short-term items and financial instruments relates to employees and expectations of future returns, and the excess is to which goodwill has been allocated represent the lowest level in the entity where goodwill is monitored for internal management purposes. The group of CGUs are in all therefore recognised as goodwill. Acquisition-related costs are recognised in profit or loss as incurred. Refer to note 4 for more information relating to business combinations in instances no larges than an operating segment as defined in IFRS 8 Operating Segments. 2014. Business combinations that occurred before 1 January 2013 have not been restated in order to comply with IFRS.

Investments in associated companies and joint ventures over which the Group exercises significant influence or joint control, are accounted for using the equity method. The difference between cost price of the shares and the Group's share of equity is allocated to the Company's net assets, and any excess as goodwill. In accordance with the equity Financial assets and liabilities method, investments are initially recognised in the statement of financial position at cost and adjusted thereafter for changes in the Group's share of net assets (i.e. total The Group has financial assets in the category loans and receivables, largely accounts receivable and other receivables. Loans and receivables are non-derivative financial comprehensive income and equity adjustments (including dividends)) less any impairment charges on investments. Corrections are made when it is necessary to adjust the assets with fixed payments that are not quoted in an active market. Such financial assets are initially recognised at fair value with the addition of transaction costs, and accounting policies to match Group accounting policies. Any goodwill included in the investment amount is not amortised, but is reviewed for impairment as part of the subsequently measured at amortised cost applying the effective interest rate method adjusted for impairment. Impairment is recognised when there are objective indicators that investment. At the end of the reporting period, the Group assesses whether there are any indications that the investment may be impaired. If any such indication exists, the the Group will not receive payment in accordance with the original terms. Specific receivables are impaired when management considers that they cannot be collected, fully or recoverable amount of the investment is estimated in order to determine the extent of the impairment loss, if any. Transactions between a group company and an associated partially. The Company has insignificant investments in available for sale shares. company or a joint venture are eliminated or deferred in proportion to the Group's ownership. The Group's share of net income, including amortisation, impairment loss and reversal of impairment loss for the investment is presented as a single line item in profit or loss, classified between operating profit and financial items. Refer to note 16 for more The Group has financial liabilities measured at amortised cost and fair value through profit or loss. Financial liabilities at amortised cost comprise largely accounts payable, information. other current liabilities and interest-bearing liabilities. These obligations are initially recognised at fair value less transaction costs, and subsequently measured at amortised cost through using the effective interest method. The Group enters into working partnerships in certain projects where more parties collaborate to offer a joint deliverable. Each participant is responsible for, and has rights to, the fee from partial deliverables (agreements related to project collaboration). The individual parties utilise their resources through the use of employees and sub-contractors. Financial liabilities at fair value through profit or loss consist of derivatives. The Company uses, to a certain extent, foreign currency forward contracts in order to hedge future Some of these arrangements are considered to be joint operations within the scope of IFRS 11, and for which the Group recognises its share of income and expenses, and its cash flows in foreign currencies. The Company does not use hedge accounting. Derivatives are measured at fair value. Gains and losses arising as a result of changes in fair own assets and liabilities. Certain arrangements are not jointly controlled. Such activities are recognised on a line-by-line basis in accordance with the Group's share, similar to value are recognised in the statement of income as financial income and financial expenses. Derivatives are recognised on a gross basis as assets when the fair value is joint operations. There are no significant differences in the Group's accounting for activities in arrangements without limited liability, whether within the scope of IFRS 11 or not. positive and as liabilities when the fair value is negative, as long as the Group does not have a legal right to and intention of settling the contracts on a net basis.

Foreign currencies An embedded derivative shall not be separated from the host contract and recognised as a derivative if the economic characteristics and the economic risks of the embedded The financial statements of the individual companies in the Group are measured in the currency which is predominantly used in the economic environment in which the derivative are closely related to the economic characteristics and the economic risk of the host contract. The Company has certain sales contracts in a currency that is not the company operates (functional currency). The consolidated financial statements are presented in Norwegian kroner (NOK), which is the functional currency and the presentation functional currency of either of the parties to the contract. The Company has determined that the currency used in the relevant contracts is a currency frequently used in currency of the parent company. contracts related to acquisition or disposal of non-financial assets in the economic environment in which the transaction takes place, and has therefore not separated a currency derivative. The Company is further of the opinion that this would only have been relevant for contracts with minimum obligations. If a separate currency derivative had Transactions in foreign currencies are translated into the functional currency at the exchange rates prevailing at the dates of the transactions. Currency gains and losses arising been recognised, this could affect the timing of recognition in profit or loss, as a derivative instrument would have been recognised at fair value through profit or loss. This on the payment of such transactions and on translation of monetary items in foreign currencies at the exchange rates prevailing at the reporting date, are recognised in profit or would not affect cash flows or the final result of the sales contract over the contract period. loss as financial items. Cash and cash equivalents For companies with a functional currency other than Norwegian kroner, income and expense items are translated based on the average exchange rates, and assets and Cash and cash equivalents include cash, bank deposits, money market funds and other cash equivalents with a maturity of less than three months at the date.of acquisition. liabilities are translated using the exchange rates prevailing on the reporting date. Exchange differences are recognised in other comprehensive income. Bank deposits include restricted funds if these can be released within three months. Revenue The majority of the Group's revenue is generated from rendering of services. When the outcome can be estimated reliably, and it is probable that the economic benefits Provision for obligations (warranties, service, claims and disputes) associated with the transaction will flow to the entity, revenue is recognised in accordance with the stage of completion of the transaction, as at the end of the reporting period. Provisions for obligations such as restructuring, onerous contracts and legal claims are recognised when the group, as a result of a past event, has an existing legal or constructive obligation, it is probable that the Group will be required to settle the obligation, and the amount can be measured reliably. Provisions are measured at The company's rendering of services consists of agreements that are either time-based, time-based with a cap, or fixed price. The company has no construction contracts. management's best estimate of the expenditure required to settle the obligation at the reporting date. The estimate is made based on the actual circumstances related to each Revenue recognition occurs when the service is rendered, in line with the work being performed. Revenue is recognised at the estimated value of the consideration at the time individual item. of the transaction, exclusive of value added tax, rebates, discounts and fees that are not expected to be realised. Contracts that are remunerated based on hours incurred are recognised during the period in which the work is performed. Fixed price contracts and time-based contracts with a cap are recognised with reference to the stage of completion. Provision for project liabilities for completed projects are measured at the expected cost for to settle the obligation, or a net cost if the Company is covered for losses incurred The stage of completion is normally estimated as hours incurred as a percentage of expected total hours and milestones in the project. The total scope is evaluated on an on- through an insurance company and it is virtually certain that the company will receive compensation. going basis. When it is probable that a project will incur a loss (total direct costs exceed total revenue), the estimated loss is recognised immediately. Direct costs include predominantly costs for own personnell and sub contractors.

In working partnerships not organised as separate legal entities, and where the Group is the project manager with no overall responsibility for the engagement, the Group invoices the client and subsequently pays the fee to the other parties for the work performed by them. The Group only recognises its own share of revenue and expenses in such arrangements (refer also to the description above).

Rental income which relates to sub-letting of office space is recognised on a straight-line basis in profit or loss over the relevant duration of the rental agreement. Other operating income comprises payment for various services and expenditure incurred, and is recognised when the services are rendered or the expenses incurred.

Interest income that reflects the effective return on an asset is recognised as income over the period earned and classified as financial income in the income statement. Dividends received on investments are recognised as income when the Group's right to receive payment has been established. Dividends from investments that are recognised Pensions Note 2 B Significant judgements in the application of group accounting policies and accounting estimates. The Group has various pension plans, including both defined benefit pension plans and defined contribution pension plans. Pension costs and pension obligations for defined benefit plans are estimated on an annual basis by independent actuaries using a straight-line earnings profile and the expected salary at retirement date as the basis for The preparation of financial statements in accordance with IFRS requires that management makes assessments, estimates and assumptions that impact reported amounts for calculation, based on assumptions of discount rates, future salary adjustments, state pensions and other social security payments, as well as actuarial assumptions related to revenues, expenses, assets and liabilities and presentation of contingent liabilities at the end of the reporting period. mortality, disability and voluntary retirement. The discount rate is determined based on the interest rate of high quality corporate bonds adjusted to consider the average remaining payment period. Judgements that management have made as part of the application of the entity's accounting policies and that have the most significant impact on the amounts recognised in the financial statements are as follows: The effect of changes in measurement of defined benefit obligations (losses and gains due to changes in actuarial and financial assumptions or underlying data) is recognised in other comprehensive income, net of deferred tax. Changes in defined benefit obligations resulting from past service costs (plan amendments), curtailments and settlements, Business combinations are recognised immediately in profit or loss. Social security charges are included as part of the defined benefit obligation and the pension cost in the statement of The Company assess on a continuous basis opportunities for strategic acquisitions of businesses within the consultant and advisory market. Historically, it has been comprehensive income. Plan assets are measured at fair value as at the reporting date. considered that most of the consideration in excess of short-term items and financial instruments relates to workforce and expectations of future returns, and the excess is therefore recognised as goodwill. Refer to note 4 for more information about business combinations in 2014. Business combinations that occurred before 1 January 2013 have Net pension assets in plans with surplus assets are classified as non-current assets. Net pension obligations in plans with a deficit and in unfunded plans covered by the operations of the company are classified as non-current liabilities. The net pension cost for the period is split between employee benefit expense and net interest expense not been restated to comply with IFRS. Goodwill is not amortised and is tested for impairment on an annual basis, whilst intangible assets will normally be amortised, where the service cost for the period is classified as an employee benefit expense and the net interest expense of the estimated obligation is classified as part of net financial allocating the cost of acquisition to profit or loss on a systematic basis. items. Development costs For defined contributions plans, the Group pays contributions to private, administered insurance plans for pensions on a statutory, contractual or voluntary basis. The Group The company carries out a range of research and development activities and projects, none of which are individually significant. Refer to note 6 for more information. Some has no additional obligations after the contributions have been paid. Contributions to defined contribution plans are expensed as incurred. The Company has no early expenses incurred in the development phase of an intangible asset shall be recognised in the balance sheet if specific criteria in IAS 38 have been satisfied. Costs that do not satisfy these criteria are recognised as expenses in the income statement as incurred and may not be recognised in the balance sheet at a later date. For a consultant and Income tax advisory company, it is challenging to make an assessment as to whether development of a service delivery process or service would satisfy the criteria for recognition in the Assets and liabilities related to current tax payable are measured at the amount expected to be received from or paid to the taxation authorities. Deferred tax assets and balance sheet. Consequently, there may be development costs that are not recognised as an asset because the Company has not demonstrated that the criteria are satisfied liabilities are calculated based on the liability method, including all temporary differences between the carrying amounts and tax bases of assets and liabilities in the at relevant points in time. Historically, the Company has expensed all costs as incurred, with the exception of certain software developed for own use in prior years. consolidated financial statements, including losses carried forward. Deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill. For investments in subsidiaries, associated companies or joint ventures, deferred tax liabilities are not recognised for taxable temporary differences Sources of estimation uncertainty with a significant risk of a material adjustment to the carrying amount in the following period: when the Group is able to control the timing of reversal of temporary differences and it is probable that the temporary difference will not reverse in the foreseeable future. Similarly, deferred tax assets are only recognised for such investments if it is probable that the temporary difference will reverse in the foreseeable future and that sufficient Impairment taxable income will be available to allow the asset to be recovered. The Group is not capital intensive and the carrying value of property, plant and equipment, intangible assets and goodwill is limited. There is uncertainty associated with the carrying value of parts of goodwill. This relates particularly to assumptions and parameters in connection with the estimation of future cash flows when testing for impairment, Deferred tax assets are recognised to the extent that it is probable that the tax assets will be utilised. Tax rates that are enacted at the end of the reporting period and and the choice of discount rate for the estimation of the present value of the cash flows. Refer to note on intangible assets and goodwill for further discussion. undiscounted amounts are used. Deferred tax assets and liabilities are recognised net when there is a legal right to offset payable tax assets and liabilities, and the Group is able to and intends to settle payable income tax net. The Company has historically recognised only minor losses on receivables related to customer solvency. Many of the Company's Norwegian customers are in the public sector. The Company has some large non-public sector customers, and loss events may occur that entail impairment in subsequent periods. Refer to note on financial risk for The Group considers expenses as tax deductible and income as not taxable based on interpretation of applicable legislation and regulations and when it is considered probable further discussion. that the treatment will be accepted by the taxation authorities. The Group provides for uncertain and contested tax positions based on the expected payment. Provisions The income tax expense for a period consists of income tax payable and deferred tax. Income tax is recognised in profit or loss, except for when it relates to items that are The Group performs a large number of engagements which vary in size. When performing an engagement, defects or damage that arise as a consequence of the deliverable recognised in equity, either directly or through other comprehensive income. may be discovered and result in a claim against the company. The time horizon from reporting a case until final settlement may be several years. The size of the settlements may vary considerably. The Company performs a thorough review of each claim. Claims made by customers for project responsibility will often be contested by the Company. Project responsibility cases will as such give rise to both recognised provisions for obligations and contingent liabilities that are not recognised as the Company has assessed Statement of cash flows that it is not probable (under 50% probability) that the Company will be required to pay compensation. The actual outcome may differ materially from the estimates used. Refer The statement of cash flows has been prepared in accordance with the indirect method. Liquid items consist of cash, postal giros, bank deposits and money market funds. to note 19 Provisions, disputes and contingent liabilities. Receipts and payments are presented separately for investing and financing activities, whilst operating activities include both cash and non-cash line items. interest received and paid and dividends received are reported as part of operating activities. Dividends paid are presented as part of financing activities. Revenue recognition for fixed price contracts and onerous contracts The Company performs a range of engagements that cover several financial reporting periods. The percentage of completion method requires that estimates are made for Lease agreements total revenues and hours and costs in the project and in the measurement of progress. The principal uncertainty relating to the assessment of contract revenue is associated Lease agreements are classified as finance leases when the terms of the lease transfers substantially all risks and rewards of ownership to the lessee. Other lease with the recoverable amount related to overruns, change orders, claims and incentives. Remaining hours and costs depend on the productivity and cost of input. arrangements are classified as operating leases. The Company has not, as at the reporting date, identified any finance leases. Lease payments under operating leases are Remuneration of own empoyees, sub-contractors and others, soil and weather conditions, foreign currency rates etc. may impact the costs and estimates made. Measurement recognised on a straight-line basis in profit or loss over the relevant lease term. of progress based on hours and costs incurred has an inherent risk related to whether the hours and costs reflect progress and the estimate of total hours and costs as Dividends mentioned above. Even though the company has considerable experience in project management and measurement, there is an inherent risk associated with all these estimates. In addition, any compensation cases discussed as part of Provisions are relevant.

Pension obligations Standards and interpretation not yet effective The calculation of net defined benefit pension obligations (the difference between defined benefit pension obligations and pension assets) requires the use of estimates and At the time of the issue of these financial statements, the following standards and interpretations, which may be relevant for the Group, had been issued, but were not yet assumptions. The discount rate is one of the most significant assumptions. The Norwegian Accounting Standards Board has assessed that there is a market for high quality effective: corporate bonds in Norway from 2012, and has thereby opened for the use of either high quality corporate bonds or government bonds as the basis for determining the discount rate. The Company uses high quality corporate bonds as the basis for determining the discount rate. The difference between the high quality corporate bond interest • IFRS 9 Financial Instruments (effective for accounting periods commencing on or after 1 January 2018, but not yet adopted by the EU). This standard may change the rate and government bond interest rates has diminished as at 31 December 2014 compared to the prior year. Note 11 includes a sensitivity analysis for changes in certain classification and measurement of financial assets. The group has not yet assessed the impact of this standard. actuarial assumptions and how the pension obligation is affected. Note 11 also includes information on how other assumptions have been determined.

• IFRS 15 Revenue from Contracts with Customers (effective for accounting period commencing on or after 1 January 2017, but not yet approved by the EU). This standard Income tax and indirect tax establishes revenue recognition guidance in one standard. The standard introduces a five-step approach for analysis of transactions with customers, focusing on transfer of The Company conducts activities both within and outside Norway. There is a risk that the tax authorities may make assessments that differ from the Group with regard to the control. There are two methods for recognising income; at a point in time or over time. Adoption of the standard may require significant assessments and notes disclosures. The amount of income tax and indirect tax payable. The Group provides for income tax and indirect taxes based on the best estimate of the amounts payable for obligations that group has not yet assessed the impact of this standard. are probable, assuming that the group and the tax authorities have access to the same information. The Group is not familiar with any significant disagreements upon issue of these consolidated financial statements. • A number of limited scope amendments and interpretations have been issued, including annual improvement projects. These amendments and interpretations have been assessed to have no material impact on the group. The Group has recognised a deferred tax asset in the parent company, of which the major amount relates to defined benefit obligations. The parent company has a long history of significant profits and the Company considers it probable that the deferred tax asset will be realised. Management expects to implement these standards, amendments and interpretations on the aforementioned effective dates, assuming that the standards and interpretations have then been adopted by the EU. NOTE 3 FINANCIAL RISK MANAGEMENT c) Currency risk The Company is, to a certain extent, influenced operationally by currency fluctuations, mainly relating to revenues from assignments abroad. The risk relates to the The Group's exposure to financial risk is primarily related to credit risk, liquidity risk, currency risk and interest risk. The Group's pension assets are also exposed delivery of engineering services from Norway to other countries. Several ongoing foreign assignments have agreed rates in currencies other than NOK, mainly EUR to market risk and the present value of gross pension liabilities is affected by the discount rate. Refer to note 11 for furtherinformation. and USD. When a significant currency risk arises, the risk is assessed separately, but so far the risks have only been mitigated to a certain degree through the use of forward contracts. The Group had some forward contracts as of 31 December 2014 and 2013, see table above. The Company has, to a limited degree, bank Risk management in the Group aims to support value creation in the Group and to secure a continuing solid financial platform through visibility and strategic accounts, accounts receivable and accounts payable in foreign currency. The subsidiaries holds monetary items primarily in their functional currency. Changes in management of both financial and operational risk factors. Operational risk relates mainly to larger projects, which are continuously reviewed by Group currency rates between NOK and foreign currencies may influence the company's income statement and equity. management. The Group's operations are primarily run in and from Norway. The Group's subsidiaries in the United Kingdom, Singapore and Russia have had limited activity. The a) Credit risk Group acquired a subsidiary in Poland in September 2014. Therefore, the Group, for accounting purposes, is exposed to currency translation risk from GBP, SGD, Credit risk is the risk that customers are not able to settle their payment obligations. Credit risk is considered to be part of business risk and is reviewed as part of Russian Ruble and Polish Zloty (PLN). In addition, the Group has insignificant investments in associated companies outside Norway. Equity in foreign entities is not ongoing operations. Most of the Group's activities as of 31 December 2014 are within the parent company. The Company has established procedures for credit currency hedged, and currency changes affect the Group's equity. The currency rate effects have until now been limited. The effects may increase somewhat due to assessment for larger customers as well as for suppliers. The risk that customers do not have the financial ability to sette their obligations is considered to be low. the investment in Poland, but are not expected to be significant, based on present investments in foreign entities. Historically, only minor losses on receivables have been realised due to customers experiencing financial difficulties. The company's clients are to a large extent public sector or well-established companies. The Company has a central credit policy and, for example, external credit information is obtained for customers of a The effect on monetary items from a reasonably possible change in currency rates compared to the separate Group entities' functional currency would be insignificant significant size applying for credit with the Company. The company has a few large contracts that, to a certain extent, leads to a concentration of risk within a small as of 31 December 2014. number large customers. The largest proportion of the Group's customers are Norwegian, thus creating a geographical concentration of risk. The Company has a large number of customers, however relatively few large customers. Out of the parent company's individual customers, the five largest individual clients comprised approximately one third of the parent company's operating revenues in 2014 and accounts receivable as at 31 December 2014. The fifteen largest customers d) Interest rate risk comprised approximately one half of operating revenues and accounts receivable. Approximately 45 % of the parent company's operating revenues and accounts receivable arose from public sector customers and public sector entities (state, municipal, state and municipal companies etc.) in Norway and abroad. The parent The Group's operating revenues and cash flows from operating activities are to a limited degree directly affected by interest rate changes. The Group's interest company's customers, in addition to the public sector, are mainly industrial companies (and other consulting engineers). The Group's maximum credit exposure risk is related to variable interest on bank accounts and deposits in addition to variable interest on liabilities in the English subsidiary. The Group holds no fixed comprises the carrying amount of receivables and cash and cash equivalents. All current receivables mature within one year. Normal payment terms are 30 days interest deposits or liabilities, and is therefore not exposed to fair value interest risk. The Group will assess the capital structure on an ongoing basis going after invoicing. Non-current receivables comprise limited amounts and have no fixed maturity date. The Company assesses that the risk for recognised accounts forward. As of 31 December 2014, a change in interest rates of one percentage point would result in an annual net interest income of NOK 4 million, calculated receivable and accrued revenues not being realised relates mainly to disputes regarding consideration and changes in estimates related to progress in projects. on the amount of net interest-bearing cash. As the Group has not held any net interest-bearing liabilities, no policy for managing interest rate risk has yet been The Company has made estimates regarding these issues, but the nature of estimates means that changes can occur in either a positive or a negative direction. developed. The Company does not have historical information that enables provisions for losses on a portfolio of accounts receivable. The Company performs individual assessments of accounts receivable over a certain size, with a particular focus on those which more than 90 days overdue. Generally, the company invoices e) Categories of financial instruments customers continuously for hours worked on the assignments. The assessment of whether revenue has been earned is, in some cases, also performed after the The Group has the following categories of financial instruments: hours have been invoiced, with a reduction of revenues and accounts receivable. In some cases, the assessment has been that the invoiced revenue amounts have been earned, but where a dispute arises over consideration at a later point in time. The most significant portion of allowances for losses on receivables relates to As of 31 December 2014 these instances. To the degree that these losses have been realised in the form of a credit note, revenues have been reduced, instead of recognising the Level in the Available for Deemed fair adjustment as a realised loss. Realised losses in the table below are therefore related to bankruptcies etc. at customers. Loans and fair value sale value Amounts in NOK thousand receivables Total hierarchy Assets Shares and equity interests 570 0 570 570 3 Maturities of accounts receivable, accrued revenues and other receivables as of 31 December 2014 Other non-current receivables 0 5 364 5 364 5 364 NA MATURITIES OF RECEIVABLES THAT HAVE NOT BEEN IMPAIRED IMPAIRED Accounts receivable and other current receivables (ex. prepaid expenses) 1) 0 545 404 545 404 545 404 NA Amounts in NOK thousand Carrying amount Not due 0-30 days 30-60 days 60-90 days >90 days Cash and cash equivalents 0 448 611 448 611 448 611 NA Accounts receivable 430 144 374 984 26 232 7 786 4 350 2 806 13 985 Total assets 570 999 379 999 949 999 949 Accrued revenues 97 658 93 226 1 215 1 076 405 1 736 0 Deemed fair value 570 999 379 999 949 999 949 Other current receivables 1) 27 355 27 355 0 0 0 0 0 Other non-current receivables 5 934 5 934 0 0 0 0 0 Fair value Level in the Deemed fair through Other financial fair value Allowance for losses on receivables -9 754 0 0 0 0 0 -9 754 value Total accounts receivable and other receivables 551 337 501 500 27 447 8 862 4 755 4 542 4 230 profit or loss liabilities at hierarchy Amounts in NOK thousand amortised cost Total 1) Other current receivables do not include prepayments, which are not considered financial assets. Liabilities Derivatives 688 0 688 688 2 Interest-bearing liabilities 0 10 414 10 414 10 414 2 Changes in allowances for losses on receivables during the year Accounts payable and other current liabilities 2) 0 498 541 498 541 498 541 NA Amounts in NOK thousand 2014 Total liabilities 688 508 955 509 643 509 643 Opening balance allowance for losses on receivables 11 057 Deemed fair value 688 508 955 509 643 509 643 Change in allowances for losses on accounts receivable during the year (1 303) 1) Prepayments are excluded since this analysis is only required for financial instruments Closing balance allowance for losses on receivables 9 754 2) Prepaid revenues and income taxes payable are excluded from accounts payable and other liabilities, since this analysis is is only required for financial instruments

Realised losses in the event of bankruptcy etc. 2 285 Fair value estimates and the fair value hierarchy The Group measures fair value based on the following hierarchy that reflects the input used in measuring fair value: b) Liquidity risk Level 1: Quoted prices (unadjusted) in active markets for identical financial instruments. Level 2: Inputs other than quoted prices included within Level 1 that are observable for assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from Liquidity risk is the risk of being unable to settle financial obligations at maturity. Liquidity risk arises if there is no correspondence between the cash flows from the prices). business and the financial obligations. Managing liquidity risk is performed through development of liquidity management strategies, which are operationalised through Level 3: Inputs for assets or liabilities that are not based on observable marked data (unobservable inputs). liquidity budgets and are continuously reviewed. Historically, the Group has had a surplus liquidity and has continuously paid dividends to the owners. The Group's cash flows from operations in 2014 is positive. The operations in Multiconsult are exposed to normal fluctuations that affect the cash flows during the year. The The net carrying amounts of accounts receivable, other receivables, cash and cash equivalents and accounts payable are deemed to be approximately equal to fair majority of payments relate to employees and sub contractors. As of 31 December 2014, the Group had cash and cash equivalents of NOK 438 million. In addition, as value. Fair value of interest-bearing liabilities is estimated by discounting future cash flows with a deemed market interest rate for similar financial instruments. Due to of 31 December 2014, the company had an unused bank overdraft facility of NOK 40 million in Nordea Bank Norge ASA. The bank overdraft facility is renewed the limited amounts for these liabilities, it is presumed that the carrying amount is approximately equal to fair value. Shares and equity interests that are not listed, annually. As of 31 December 2014, the company had a guarantee facility of NOK 120 million, of which NOK 70 million was drawn. The guarantee facility is renewed have a low value and it is assumed that the carrying amounts are approximately equal to fair value. Fair value of derivatives (forward contracts) are calculated based annually. Separate guarantees included in the limit may have a term of up to five years. In total, this secures the Group adequate access to liquidity. on the present value of future cash flows, calculated using interest rate curves, currency exchange rates and currency spreads as of the reporting date.

The facilities include requirements of an equity ratio in excess of 35 percent as of 31 December for the Company. As of 31 December 2014, the equity ratio is lower than 35 %. This had no impact on the classification in the balance sheet, as the Group has no recognised liabilities related to these agreements. In March 2015, these f) Capital management agreements were extended with a withdrawal of the requirement for a minimum equity ratio or negative pledge, provided that the company is listed by September 2015. The Group has until now followed up its capital structure by securing adequate free liquidity in the form of cash, bank placements and bank overdraft, to be able to continuously service its obligations without loan financing, have adequate equity and to have available liquidity to be able to, amongst others, make strategic The Company's subsidiary in the United Kingdom (Multiconsult UK Ltd) has a loan from Nordea UK of GBP 900 thousand, with a term until 2017 and with a guarantee acquisitions. There is a requirement for a 35 % equity ratio in the company's bank overdraft and guarantee facility agreements. These agreements are renewed at from the company. Multiconsult UK also has an uncommitted bank overdraft of GBP 200 thousand and an uncommitted guarantee limit of GBP 1 million, with a the beginning of each year. As of 31 December 2014, the equity ratio is lower than 35 %. This had no impact on the classification in the statement of financial guarantee from the Company. The maturities of non-current and current liabilities are disclosed below. position, since the Group has no recognised liabilities related to these agreements. In March 2015, these agreements were extended with a withdrawal of the requirement for a minimum equity ratio or negative pledge, provided that the Company is listed by September 2015. There are no significant restrictions on the company's ability to access or use the Group's assets or to settle the Group's liabilities. The Group will assess its capital structure going forward. Maturity interest-bearing liabilities 31 December 2014 Maturities Amounts in NOK thousand Carrying amount 1 year 2 years 3 years Total payments Interest-bearing liabilities 10 414 3 471 4 628 2 314 10 414 Net interest-bearing cash and equity as of 31 December 2014 2013 Interest on interest-bearing liabilities 1) 297 147 16 460 Amounts in NOK thousand (except percentages) Total interest-bearing liabilities incl. Interest 10 414 3 768 4 775 2 330 10 874 Cash and cash equivalents 448 611 356 218 1) Calculated using the interest rate as of 31 December 2014 less interest-bearing liabilities (10 414) (9 047) Net interest-bearing cash 438 197 347 171 The forward currency contracts relate to sale of EUR against purchase of NOK. The par values in the table below are sale of EUR against purchase of NOK, specified per year as of 31 Equity 419 914 425 874 December 2014. Equity ratio Group 32 % 38 % Currency in thousand 2014 2015 2016 2017 2018 2019 Total Equity ratio parent company 28 % 35 % Sold currency EUR NA 333 137 119 137 48 775 Purchased currency NOK NA 2762 1135 988 1135 400 6422 Carrying amount NOK -688

All other current financial obligations has a maturity within one year. Note 4 Business combinations Note 5 Segments On 15 September 2014, the Company acquired 100 % of the shares in Multiconsult Polska (formerly WS Atkins-Polska), located in Warszaw. The consideration was EUR 3,500 thousand converted to NOK 28,643 thousand at the transaction date TheGroup'sbusinessis dividedintothreesegments: exchange rate. The acquired company consists of approximately 80 advisors with competence within the market areas *GreaterOsloArea, representedbytheofficeinOslo, theregionsØstfold(Fredrikstad ogMoss)andBuskerud/Vestfold/Telemark(Drammen,Skienog Transportation and Oil and Gas. The business operates from Poland and is an integrated part of the Group's total Tønsberg), professional environment within Transportation, Oil and Gas. *RegionalNorway,comprisingtheregionsSouth(KristiansandandGrimstad),SouthWest(StavangerandEgersund),West(Bergen),Middle(Trondheimand Steinkjer)andNorth (Tromsø,FinnmarkandSvalbard). On 15 April 2014, the acquisition of 100% of the shares in Helge Lindeflaten AS was completed. The consideration was NOK 4.2 million. The acquirer was Multiconsult's 100 % owned subsidiary Vest Consult AS. *International:comprisingthecompaniesMulticonsultPolska(Poland),MulticonsultUK(England),MulticonsultAsia(Singapore)andMulticonsultRussia. ThesegmentsareorganisedintogeographicaldivisionsandcorrespondwiththeinternalreportingtotheGroup'schiefoperating decisionmaker,theCEO. Assignmentsarestaffedacrosssegments.Revenuesandexpensesarereportedinasegmentbasedonwheretheemployeeisbased.

Internally,theGroupalsoreportsrevenuesdividedbymarketareas: 1.Buildingsandrealestate,2.Energy,3.Industry,4.Environmentandnaturalresources,5.OilandGasand6.Transportation andinfrastructure. Fairvalueattheacquisitiondate1) GreaterOsloArea andRegionalNorwayofferserviceswithinthewholeservicespectrum. Otherbusiness International:MulticonsultUKandMulticonsultAsiaprimarilyofferserviceswithinenergy,whilstthecompanyinPolandprimarilyoffersserviceswithinthe MulticonsultPolska combinations marketareasTransportationandOilandGas.MulticonsultRussiahaslimitedactivity,andprimarilyoffersserviceswithinOil andGas. Accountsreceivable 6249 487 Deferredtaxassets 7412 15 Unallocatedconsists mainlyofsomeunallocatedGroupexpensesandthesubsidiaryAnalysisandStrategy,inadditiontooneͲtimeeffectsfromcurtailmentof Intangibleassets 59 pensionplansin2013. Property,plantandequipment 874 86 Otherassets 873 309 Expensesforadministrativeservices,rent,depreciationetc.areallocatedtothesegments. Theallocationofexpensesis notreportedasintercompanyrevenue Cashandcashequivalents 51000 1152 andexpenses.Allsegment revenuesarethereforeexternaltotheGroup. Assetsarenotreportedinternallydividedbysegments.Theinformationisthesameas Totalidentifiableassets 66467 2049 Groupmanagementusestoallocateresourcesandevaluate performance. TheaccountingpoliciesforthesegmentsarethesameasthepoliciesfortheGroup.

NonͲcurrentliabilities 2301 Prepaymentsfromcustomers 35373 Othercurrentliabilities 3263 444 Special items: 2014 2013 Segment Totalidentifiableliabilities 40937 444 Curtailment of paid-up pension policies 0 48 138 Unallocated Goodwill impairment 0 -6 000 Greater Oslo Area Netidentifiableassets 25530 1605 Total special items 0 42 138 Goodwill 3113 2595 Totalconsiderationfortheshares,paidincash 28643 4200 Information on the Group's reportable segments:

1)Pendingfinalinformation,thepurchasepriceallocationsarepreliminary Segment 2014 Greater Oslo Area Regional Norway International Unallocated Total CommentstotheacquisitionofMulticonsultPolska Gross revenues 1 273 989 942 741 32 339 16 559 2 265 627 The fair value of accounts receivable has been assessed to be equal to the nominal amount. It is expected that accounts Net revenues 1 070 791 872 882 27 797 15 039 1 986 509 receivable can be recovered. Deferred tax assets relate mainly to prepayments from customers. Transaction costs related EBITDA 167 702 78 737 3 595 -3 567 246 466 to the acquisition of NOK 1,080 thousand have been expensed as part of other operating expenses. Depreciation, amortisation and impairment 12 874 20 906 845 0 34 625 EBIT 154 827 57 831 2 750 -3 568 211 841 Recognised goodwill of NOK 3.1 million relates to the synergy that arises between the Norwegian and Polish professional Equity method investments 0 0 1455 5506 6 961 environments, earnings related to projects across country borders, and the value of employees, which are intangible assets that do not fulfil the criteria for separate recognition. Goodwill acquired as part of the acquisition is not tax deductible. Receivables 1) 302 074 203 643 19 125 2 962 527 803 # employees 788 727 102 107 1724 Multiconsult Polska has a divergent financial year from 1 April to 31 March. Interim financial statements ending 31 December 2014 have been used in the consolidation for 2014. The acquisition was completed with accounting effect from 2013 Greater Oslo Area Regional Norway International Unallocated Total 15 September 2014 and has contributed NOK 12,512 thousand to the Group's revenues and NOK -186 thousand to profit before income taxes in the owned period (3.5 months). Had Multiconsult Polska contributed with a full 12-month period, the Gross revenues 1 150 170 862 826 9 682 19 467 2 042 144 Group's revenues would have increased by approximately NOK 36,236 thousand and profit before income taxes would Net revenues 978 241 796 209 9 682 18 433 1 802 565 EBITDA 132 302 84 774 -6 042 50 075 261 109 have increased by NOK 3,720 thousand. Depreciation, amortisation and impairment 19 341 20 884 444 0 40 669 EBIT 112 961 63 890 -6 486 50 075 220 440 Equity method investments 0 0 0 3342 3 342

Receivables 1) 308 735 201 533 6 177 2 231 518 676 Number of employees 754 681 24 96 1 555

1) Receivables include accounts receivables and earned, not invoiced revenues. See note 12. Of total revenues in 2014, 13.5 % related to a separate public sector customer (11.6 % in 2013). Revenues are distributed between the segments Greater Oslo Area and Regional Norway The company does not have other customers that separately make up more than 10% of the revenues. Approximately 45 % of total revenues were generated from public sector customers and public sector companies (state, municipality, state- and municipal companies etc.) in Norway and abroad. Revenues Note6Researchanddevelopment Revenues disclosed per market area: Amount in NOK thousand 2014 2013 Thecompanyperforms anumberofresearchanddevelopmentactivities.Basedon thedefinitioninIFRSand Buildings and Real estate 751 219 729 269 theNorwegianAccountingAct,thecompanyhasdividedtheactivitiesintothefollowingcategories: Energy 361 819 238 075 1.Projectswithexternal funding Industry 99 337 125 679 2.Projectswithcollaboratingpartners(f.ex.SINTEF),Skattefunnetc. PhDarrangements Environment and natural resources 81 374 78 213 3.Activitiesrelatedtomethodologydevelopment,processetcthatthecompanyuses todelivertocustomers Oil and Gas 280 782 257 457 Transportation and Infrastructure 691 096 613 451 (productandprocessdevelopment),includingtheseactivitiesinGroupnetworks 2 265 627 2 042 144 Totalexpensesfortheseactivitieswere NOK13millionin2014and2013,ofwhichNOK2millionwas invoiced Of which reported as other revenues 23 161 28 802 tocustomersforbothyears.Nodevelopmentexpenseshave beencapitalised.

Revenues disclosed per country: The table below shows revenues distributed by geography, based on the customer's location: 2014 2013 Norway 2 050 766 1 886 723 Africa (Malawi, Tanzania, Uganda) 76 146 47 688 Asia (Nepal, Bhutan, Vietnam) 48 848 44 392 Poland 12 512 772 Note 7 Other operating expenses England 21 417 10 543 Other countries 55 937 52 026 2 265 627 2 042 144 Amounts in NOK thousand 2014 2013 Customer location is based on the invoice address. Rental expenses (operating lease) 90 938 93 893 Other real estate expenses 23 905 17 044 Non-current assets are mainly located in Norway. Consultants 25 945 27 406 Technical equipment 36 223 30 269 Office expenses, IT 39 585 35 556 Telecommunications services 15 335 13 870 Travel and per diem allowance 23 155 20 305 Marketing 10 512 12 283 Losses on receivables 982 2 041 Other 23 864 29 596 Total other operating expenses 290 443 282 264

Auditor Fees paid to Deloitte AS and affiliated companies for 2014: Amounts in NOK thousand Deloitte Other

Statutory audit services 1 436 18 Tax advisory services 395 - Other assurance services 83 - Other non-audit services 815 -

The amounts above are excluding VAT. Other non-audit services includes assistance related to financial due diligence and advice related to employees located abroad. Note 8 Employee benefits expenses, number of employees, remuneration, loans to employees etc. Note 9 Financial items

Group 2014 2013 Employee benefits expenses 2014 2013 FINANCIAL INCOME Salaries 1 147 501 1 024 846 Social security tax 155 894 135 944 Pension expenses (see note 11) 81 593 25 223 1) Other interest income 9 852 7 362 Other employee benefits expenses 64 613 73 179 Other financial income 1 620 658 Total employee benefits expenses 1 449 600 1 259 192 Dividends 157 146 Financial income 11 629 8 166 1) in 2013, the expenses have been reduced with a one-time effect from curtailment 48 138 FINANCIAL EXPENSES Other interest expenses 153 145 Number of employed FTEs during the year 1 593 1 387 Interest on net pension obligations (see note 11) 1 803 1 161 Number of employees as of 31 December 1 724 1 555 Losses on derivatives 139 736 Other financial expenses 728 388 Financial expenses 2 823 2 430 Remuneration to key management 2014 1) CEO Board Other key management personnel Net financial items 8 806 5 736 Salaries and earned holiday pay 3 003 356 14 349 775 Board fees 2) 1 570 000 Pension expenses - defined benefit plans 3) 5 681 142 Pension expenses - defined contribution plans 4) 82 531 363 527 Bonus and earning distributions earned in 2014 366 332 785 668 Total 3 452 219 1 570 000 21 180 112

1) Remuneration to key management comprises the amount earned during the year, irrespective of the actual date of payment. 2) Board fees are approved by the General Assembly in the year following the financial year. Board fees in the note are therefore the amounts that were approved by the General Assembly in 2014. Only Board fees are disclosed for employee-elected Board Members. 3) Pension expenses - definedbenefit plans is the expenses for the year andthe effect of remeasurement(actuarial gains or losses), i.e. the expenses in total comprehensive income. 4) Pension expenses - defined contribution plans is the contribution for the year

Remuneration to key management 2013 1): CEO Board Other key management personnel Salaries and earned holiday pay 2 979 192 14 059 442 Board fees 2) 740 000 Pension expenses - defined benefit plans 3) -286 254 Pension expenses - defined contribution plans 4) 103 780 430 625 Bonus and earning distributions earned in 2013 157 140 720 651 Total 3 240 111 740 000 14 924 463 1) Earned during the year, irrespective of payment date. 2) Board fees are approved by the General Assembly in the year following the financial year. Thus, the board fees in the note are the amounts that were approved by the General Assembly in 2013. Only Board fees are disclosed for employee-elected Board Members. 3) Pension expenses - defined benefit plans is the expenses for the year and the effect of remeasurement (actuarial gains or losses), i.e. the expenses in the total comprehensive income. 4) Pension expenses - defined contribution plans comprise the contribution for the year

At the date of employment in 2013, the CEO was given an option to acquire 1,500 shares in Multiconsult AS at NOK 140 per share. As part of this agreement, the CEO acquired 1,300 shares in 2014 and 200 shares in 2013. The tables above do not include any benefits related to these share acquisitions. As of 31 December 2014, the Group does not have any issued subscription rights, options or similar rights that give employees or employee representatives the right to subscribe, aquire or sell shares in the company.

The CEO has, should he leave his position (unless due to gross negligence of duty as defined by relevant laws), an agreement to receive the full basic salary until he assumes a new position or for a maximum of 12 months.

No other key management personnel has agreements for severance pay.

The CEO has a bonus agreement that enables payment upon any overachievement of budget targets. Maximum bonus in the employment agreement equates to salary for four months. For 2014, the CEO chose to reduce the bonus potential to salary for two months. The bonus agreement for other key management personnel is based on financial results for the Group/ local entity in addition to individual goals. Maximum bonus is limited to one monthly salary. The CEO and the rest of the Group management participates in the company's earning distribution arrangement like all other employees.

The Board Members do not have any agreements for bonus or earnings distributions or agreements for severance pay by virtue of being members of the Board. Employee representatives in the Board participate in the company's earning distribution arrangement like all other employees, but do not have any severance pay agreements.

No loans or pledges has been given to employees, Board Members or shareholders. Note 10 Taxes Specification of the tax effect of temporary differences: Amounts in NOK thousand 2014 2013 Income taxes Non-current assets 5 428 5 586 The income tax expense for the year was as follows: Current assets 2 404 -2 031 Amounts in NOK thousand 2014 2013 Liabilities and provisions 16 885 12 628 Income taxes payable 56 990 47 024 Pension obligations 57 079 11 171 Net withholding tax after tax credit 2 029 0 Taxable losses carried forward 1 597 1 753 Regulation of previous years' taxes 571 -1 603 Deferred tax assets not recognised in the balance sheet -1 284 -1 583 Change in deferred taxes 1 310 19 041 Deferred tax asset/liability in the balance sheet 82 109 27 523 Effect of change in tax legislation 0 -1 135 Income tax expense 60 899 63 327 Deferred tax assets are recognised based on future taxable profits. Deferred tax assets in Multiconsult UK have not been recognised.

Reconciliation of deferred tax assets in the balance sheet Amount in NOK thousand 2014 2013 Reconciliation from nominal to actual tax rate: Amounts in NOK thousand (except percentages) 2014 2013 Deferred tax assets 1 January 27 523 22 950 Profit before income taxes 227 608 229 519 Changes in deferred taxes recognised in the income statement -1 310 -19 041 Deferred taxes arising from acquisitions 7 435 83 Expected income tax based on nominal tax rate in Norway (27 % in 2014, 28 % in 2013) 61 454 64 520 Effects of changes in tax legislation and tax rates in the income statement 0 -1 021 Tax effect of the following items: Deferred taxes included in other comprehensive income 47 992 24 553 Non-deductible expenses 405 994 Reclassification 469 0 Non-taxable income -359 -293 Deferred tax assets in the balance sheet (net) as of 31 December 82 109 27 523 Share of profit from associated companies -1 879 -922 Effect of valuation allowance deferred tax asset/liability -299 1 583 Effect of changes in tax legislation and tax rates 0 -1 131 Excess tax provided for in prior years 571 -1 603 Reconciliation of income taxes payable in the statement of financial position Net withholding tax after tax credit 2 029 0 Amount in NOK thousand 2014 2013 Other items -1 023 179 Expensed income taxes payable -56 990 -47 024 Income tax expense 60 899 63 327 Income taxes payable from acquisitions 3 961 0 Effective tax rate 26.8 % 27.6 % Excess paid income tax, not offset 01 568 SkatteFUNN (government R&D tax incentive scheme) 1 132 461 Income tax payable recognised in the statement of financial position -51 897 -44 994

Due to losses and/or the excemption method, there are no temporary differences resulting in deferred taxes on retained earnings in subsidiaries, associated companies or joint ventures.

Remeasurement of pensions (defined benefit obligation) and related tax effect Amounts in NOK thousand Gross Taxes Net 1 January 2013 -128 094 35 866 -92 228 Change 2013 -87 689 22 395 -65 294 31 December 2013 -215 783 58 261 -157 521 Change 2014 -177 749 47 992 -129 757 31 December 2014 -393 531 106 253 -287 278 Financial status defined benefit plans / operating pensions Note 11 Pensions Amounts in NOK thousand 31.12.2014 31.12.2013 Calculated pension obligations (incl. social security tax) -925 008 -696 509 The Group's Norwegian companies have established pension plans that comply with the requirements in the Act on Mandatory Company Pensions. Pension assets (at market value) 713 805 655 465 Multiconsult AS has two company pension plans: a defined contribution plan and a defined benefit plan. The benefits in the risk coverage in the two Net pension obligations after social security tax -211 203 -41 044 plans are the same. Paid-up policies on risk benefits were closed on 30 June 2013. The Group's subsidiaries both in Norway and abroad have defined contribution plans. Obligations operating pensions -328 -328 Pension obligations in the financial statements -211 531 -41 372 Multiconsult AS' defined benefit plan was closed in 2006, and all employees after this date are registered in the defined contribution plan. There were 1,320 active members and two retirees in the defined contribution plan at the end of 2014. Annual contributions to the plan are 5 % for contribution basis Assumptions used in the calculations above related to the defined benefit plan: between 1G and 6G, and 8 % of the contribution basis between 6G and 12G (G is a base amount annually approved by the Norwegian parliament). The 31.12.2012 31.12.2014 31.12.2013 premium expense for the defined contribution plan for 2014 was NOK 48,855 thousand and NOK 31,600 thousand for 2013, including social security Expected return on pension assets 3.9 % 2.30 % 4.00 % tax. Discount rate 3.9 % 2.30 % 4.00 % The defined benefit plan had 314 active members and 184 retirees as of 31 December 2014. The defined benefit plans provides rights to future benefits. Expected salary regulation 3.0 % 2.25 % 3.25 % These benefits are mainly dependent on the number of years of service, salary levels at the age of retirement and the size of the benefits from National Expected G regulation 3.3 % 2.50 % 3.50 % Insurance. The risk premium in the defined contribution plan was NOK 1,297 thousand in 2014. Expected pension regulation 0.7 % 0.70 % 0.70 % Demographic assumptions: In addition, the Company has two individual defined benefit plans that are funded over the company's operations (operating pension) at the end of 2014. disability tariff KU KU KU These are pension for one retiree, and an agreement with an active employee for lifelong pensions from 2015 onwards. The pension pledge and the mortality table K2005 K2013BE K2013BE previously mentioned operating pensions are unfunded, and the expenses and obligations are included in the table of defined benefit plans below. The assumptions as of 31 December have been used to calculate gross pension obligations, including the effect of remeasurement of the pension Social security tax is calculated based on the pension plan's net financing and included in the gross pension obligations. Pension expenses include obligations, and the pension expenses in net income for the subsequent year. In the calculation of the pension obligations, the recommended related social security tax. calculation assumptions from the guidance published by Norwegian Accounting Standards Board (NASB) as of the year end have been used, adapted to the company's circumstances. Expected salary growth in the defined benefit plans have been set lower than the average in the NASB guidance, based on assessments of the company's circumstances including a relatively high age composition (average age 55 years). The market for Norwegian covered bonds (OMF - Obligasjoner med fortrinnsrett) has in later years been increasing in Norway. NASB has therefore opened up for Change in total comprehensive income during the period the use of the OMF rate when deriving the discount rate in the pension calculations instead of using the government bond rate. Based on the Amounts in NOK thousand 2014 2013 Company's assessment of the depth of the OMF market, the recommended NASB parameters have been used where the OMF rate has been relied Pension expenses retirement defined benefit plan / operating pension (see below) 30 113 -7 736 on when deriving the discount rate. Recognised as financial expenses (note 9) -1 803 -1 161 Pension expenses defined contribution plan incl. risk premium defined contribution plan 53 283 34 120 In the calculations, the augmented risk table for mortality K2013 BE has been used based on a best estimate for the population in Norway. The risk Pension expenses in net income (note 8) 81 593 25 223 table for disabilities, KU, gives a reasonable reflection of the disability risk in the Group. Since the defined benefit plan has been closed, the estimated Effect of remeasurement of defined benefit obligations 177 749 87 689 future salary regulation is lower than the guidance from NASB. Pension expenses in total comprehensive income 259 342 112 912 The pension assets are managed by Storebrand and are invested as follows as of the reporting date:

Pension expenses defined benefit plan / operating pension Investment category: 31.12.2014 31.12.2013 Amounts in NOK thousand 2014 2013 Present value of the current year service cost 24 485 33 912 Bonds 80.5 % 71.2 % Interest expenses on the pensjon obligations 27 533 26 189 Shares 9.3 % 13.2 % Interest income on the pension assets -25 730 -25 028 Real estate 8.7 % 11.4 % Net pension expenses before social security tax and the effects from curtailments 26 288 35 073 Other 1.5 % 4.2 % Accrued social security tax 3 825 5 329 The pension assets have been invested based on guidelines for life insurance companies. The investments in bonds are issued by the Norwegian Net effect of curtailment paid-up policy risk benefits 30 June 2013 (incl. social security tax) 0 -48 138 government, Norwegian municipalities, financial institutions and companies. Bonds in foreign currency are mainly currency hedged. Investments have Net pension expenses after social security tax and effect from curtailments 30 113 -7 736 been made in both Norwegian and foreign shares. Currency hedging of foreign shares are assessed per investment.

The Group expects to pay approximately NOK 40 million in pension premiums to the defined benefit plans in 2015. Effects from remeasurement of net pension obligations defined benefit plan / operating pensions Amounts in NOK thousand 2014 2013 The weighted average duration of the Group's pension obligations as of 31 December 2014 is 17.76 years, and has the following maturity structure Effect from change in discount rate 277 582 -10 361 for the next 10 years: Effect from change in other actuarial assumptions (70 881) 10 089 Effect from changed mortality table 091 966 NOK million Maturity Effect from changes in other actuarial assumtions for the pension obligations (13 172) -17 241 Year 1 18.1 Effect from change in actuarial assumptions for the plan assets (15 780) 13 236 Year 2 22.7 Total effect from remeasurement of defined benefit obligations 177 749 87 689 Year 3 23.5 Year 4 25.7 Year 5 28.5 Year 6 - 10 182.0 Gross pension obligations defined benefit plan / operating pensions (incl. social security tax) Amounts in NOK thousand 2014 2013 The table below shows an estimated change in NOK million in the pension obligations of the defined benefit plan given a percentage change in the Gross pensions obligations at the beginning of the period 696 509 778 019 key calculation parameters. The analysis has been performed based on a method that extrapolates the effect on the pension obligations given a Expenses related to the current year service cost 28 310 39 241 change in the calculation parameter at the end of the calculation period. Gain on curtailment of earned paid-up policies risk benefits 30 June 2013 0 -48 138 Interest expenses 27 533 26 189 Sensitivities 31.12.2014 31.12.2013 Social security tax on paid-in premiums -4 487 -7 887 NOK million Gross pension Gross pension Ordinary payments from the plans -16 385 -16 649 obligations obligations Payments from the plans related to curtailments 0 -148 719 Discount rate +1% -161 -108 Remeasurement of gross pension obligations 193 529 74 453 Discount rate - 0,5% 98 67 Gross pension obligations at the end of the period 925 008 696 509 Salary adjustment +1% 98 71 G regulation +1% -40 -32 Pension regulation +0,3% 36 23 Pension assets defined benefit plans Amounts in NOK thousand 2014 2013 Risk assessment Pension assets at the beginning of the period 655 465 750 972 Through the defined benefit plan, the Group is impacted by a number of risks as a consequence of uncertainty in the assumptions and future Interest income 25 730 25 028 development. The most central risk is related to reduced discount rate / reduction return on the pension assets, and the risk related to increased Paid-in premiums 37 702 65 956 salary growth. Such changes would result in an increased obligation for the Group. Social security tax on paid-in premiums -4 487 -7 887 Ordinary payments from the plans -16 385 -16 649 Payments from the plans related to curtailments 0 -148 719 Remeasurement of pension assets 15 780 -13 236 Pension assets at the end of the period 713 805 655 465 Note 12 Accounts receivable and other current receivables Note 13 Intangible assets and goodwill

2014 2013 Amounts in NOK thousand Software Goodwill Accounts receivable 430 145 336 858 Allowance for losses on receivables -9 754 -11 104 Acquisition cost 1 January 2013 34 974 127 049 Total accounts receivable 420 391 325 754 Additions 4 719 0 Earned, not invoiced revenues 97 658 181 818 Additions from acquisitions 0 18 913 Prepaid expenses 19 271 16 264 Disposal 20 Other 27 355 17 834 Acquisition cost 31 December 2013 39 691 145 962 Total other current receivables 144 284 215 916 Additions 4 841 0 Additions from acquisitions 59 5 713 Currency translation differences 80 0 Acquisition cost 31 December 2014 44 671 151 675

Accumulated amortisation and impairment 1 January 2013 28 013 74 248 Amortisation for the year 4 953 0 Impairment for the year 0 6 000 Accumulated amortisation and impairment 31 December 2013 32 966 80 248 Amortisation for the year 4 892 0 Currency translation differences 30 0 Accumulated amortization and impairment 31 December 2014 37 888 80 248

Carrying amount 1 January 2013 6 961 52 801 Additions 4 719 0 Additions from acquisitions 0 18 913 Amortisation and impairment for the year 4 953 6 000 Disposal 20 Carrying amount 31 December 2013 6 725 65 714 Additions 4 841 0 Additions from acquisitions 59 5 713 Amortisation and impairment for the year 4 892 0 Currency translation differences 50 0 Carrying amount 31 December 2014 6 783 71 427

Software is standard software and licenses that are amortised on a straight-line basis over three years. In 2013, NOK 6 million of goodwill related to Industriplan was impaired to zero. This was to a large degree connected to several key employees leaving, and that the revenue basis was significantly reduced.

The Group performs an assessment for impairment of goodwill at year end, or more often if there are indicators of impairment. The impairment test is based on identified cash generating units (CGUs) in the Group. A cash generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. CGUs are changed if businesses are integrated. CGUs are on a lower level than the segment classification and follows regions or separate companies, given that separate financial information is available. CGUs identified to assess the value of the Group's goodwill in 2014 are disclosed in the table below. The carrying amounts of these cash generating units include property, plant and equipment, intangible assets and allocated goodwill.

Goodwill related to the acquisitions of Barlindhaug Consult (2011) and Vest Consult (2013) is included in region North, and Multiconsult Stord AS, a part of region West, respectively (both regions are a part of the segment Regional Norway). Allocation of other goodwill is shown in the table below. For most cash generating units, the carrying amount of property, plant and equipment and goodwill is low. In relation to historic and expected future earnings for these cash generating units, it has been concluded that there is no impairment.

The recoverable amount is estimated based on expected value in use, based on discounted future cash flows. Future cash p flows included in the impairment tests at the end of 2014 are based on Board approved budgets for 2015 and the company's strategy plan for the subsequent periods. The growth in the forecast period of 2016 – 2019 is not higher than the long-term Note 14 Property, plant and equipment expected growth in the economy in which the company operates. For growth in the terminal value after the forecast period, a moderate growth of 0,5 % is used.

The EBIT margin is based on historic achieved margin, but is adjusted for expected future margins in the market.

Reinvestments in property, plant and equipment have been set equal to depreciation for the purposes of the analysis. The Buildings and Other machines, Total property, business is not investment heavy, and the basis for maintaining the capacity for future cash flows mainly lies in the investment other real plant, fixtures and Leasehold plant and in employees, which is reflected in the annual forecasted cash flows from operations. Therefore, EBIT is used as an estimate Amounts in NOK thousand estate fittings improvements equipment of cash flows. Acquisition cost 1 January 2013 5 649 211 472 40 417 257 538 The discount rate in the analysis is set to 6 % pre-tax based on a calculation of the weighted average cost of capital (WACC). Additions 0 29 099 7 890 36 989 Risk-free interest is based on 10-year government bonds, the debt ratio is estimated at 60 %, the market premium for equity is Additions from acquisitions 0 961 0 961 5 % and the beta is 1. The same discount rate has been used for all cash generating units since the asset beta has been Currency translation differences 0 -159 -41 -200 deemed the same in all segments that the Company operates in. Disposals 0 28 285 313 In relation to the transition to IFRS, the Group has performed similar impairment tests as of 1 January 2013 and 31 December Acquisition cost 31 December 2013 5 649 241 346 47 981 294 975 2013. The same key assumptions as mentioned above have been used in these tests. Additions 0 32 272 2 069 34 341 Additions from acquisitions 0 200 673 873 The impairment tests have not resulted in any impairment needs for goodwill or property, plant and equipment related to any Currency translation differences 0 159 41 200 of the cash generating units, except the impairment in 2013 related to Industriplan as mentioned above. Refer to the sensitivity Disposals 0 314 0 314 analysis below. Acquisition cost 31 December 2014 5 649 273 663 50 763 330 075 0000 Accumulated depreciation and impairment 1 January 2013 3 635 170 596 20 008 194 239 Depreciation for the year 110 20 241 8 198 28 549 Impairment for the year 0 1 167 0 1 167 Goodwill specified per business combination: Currency translation differences 0 -58 -3 -62 Amounts in NOK thousand Accumulated depreciation and impairment 31 December 2 3 745 191 945 28 183 223 894 Depreciation for the year 110 23 757 5 817 29 683 Cash generating Impairment for the year 0 50 0 50 Company Acquisition year Carrying amount unit Belongs to segment Currency translation differences 0 58 3 62 Kompas AS 2009 2 573 West Regional Norway Accumulated depreciation and impairment 31 December 2 3 855 215 811 34 003 253 689 Multiconsult Voss AS 2012 2 400 West Regional Norway Industriplan AS 2010 0 Oslo Greater Oslo Area Carrying amount 1 January 2013 2 014 40 928 20 409 63 351 Hydpro AS 2011 383 Oslo Greater Oslo Area Additions 0 29 099 7 890 36 989 Infratech AS 2013 5 800 Oslo Greater Oslo Area Additions from acquisitions 0 961 0 961 Stensrud AS 2010 1 728 Middle Regional Norway Depreciation and impairment for the year 110 21 442 8 198 29 750 NTE Energiutvikling 2013 2 113 Middle Regional Norway Currency translation differences 0 -119 -38 -157 Barlindhaug Consult AS 2011 39 716 North Regional Norway Disposal 0 28 285 313 Vest Consult AS 2013 11 000 MC Stord Regional Norway Carrying amount 31 December 2013 65 714 Carrying amount 31 December 2013 1 904 49 400 19 777 71 081 Multiconsult Polska 2014 3 113 MC Polska International Additions 0 32 272 2 127 34 399 Helge Lindeflaten AS 2014 2 595 MC Stord Regional Norway Additions from acquisitions 0 200 673 874 Carrying amount 31 December 2014 71 427 Depreciation and impairment for the year 110 23 749 5 828 29 687 Currency translation differences 0 119 38 157 The Company's strategy has been to merge Norwegian subsidiaries into the parent company whenever practically possible and Disposal 0 314 0 314 appropriate. Therefore, the majority of companies mentioned above do not exist as of 31 December 2014. Carrying amount 31 December 2014 1 794 57 928 16 787 76 510 Refer to note 15 to the parent company's financial statements for more information on subsidiaries. Useful life 10 - 50 years 3 - 8 years Same as equivalent assets, max Sensitivity analysis Depreciation plan Straight-line Straight-line leasing period Amounts in NOK thousand Carrying amount Recoverable amount exceeds carrying amount 2)

Calculated After change in After change in There have been no significant changes in depreciation period, depreciation method or estimated residual values Goodwill CGU 1) 31.12.14 discount rate + 2% EBIT - 1 % in 2014 or 2013. Barlindhaug Consult AS 39 716 45 524 18 189 490 934 Vest Consult AS / Helge Lindeflaten 13 595 13 853 15 631 8 022 12 290

1) CGU is cash generating unit, and includes the carrying amounts of goodwill, property, plant and equipment and intangible assets. 2) The amount by which the recoverable amount for the cash generating unit (group of units) exceed its carrying amount. Note 15 Cash and cash equivalents Note 16 Associated companies and joint arrangements

Cash and cash equivalents consist primarily of bank deposits and money market funds/ interest funds. Refer to note 15 of the parent company for an overview of associated companies and joint ventures.

Amounts in NOK thousand 2014 2013 WSP Europe AB, which owns 24.7 % of the shares in Multiconsult AS, has an ownership interest of 20 % and a voting interest of 16.6 % in LINK arkitektur AS. Cash and bank deposits 217 678 174 561 There are five other shareholders that were the original shareholders, and that are controlled by persons who also worked in the company (Partner Money market funds 154 575 120 770 shareholders). Shareholder agreements exist between all shareholders, regulating primarily the board representation in LINK arkitektur AS. Multiconsult's Restricted funds 76 358 60 888 assessment is that nobody controls, or has joint control, over LINK arkitektur AS. The LINK arkitektur Group is among the leading architecture offices in Total cash and cash equivalents 448 611 356 218 Scandinavia. Multiconsult is both a customer and a supplier to LINK arkitektur AS. Norplan Tanzania Ltd and Newplan Ltd were acquired from Norplan AS in December 2013. Restricted funds are mainly employee tax deduction funds in the parent company NOK 63,807 thousand in addition to restricted funds in projects in MC Polska NOK 11,037 thousand. Key figures (100 %) Net income Equity 31.12. Amounts in NOK thousand 2 014 2 013 2 014 2 013

LINK arkitektur AS Associated company 14 656 9 700 61 911 51 884 Norplan AS Joint venture 274 2 377 6 493 6 219 FPS AS Associated company 1 804 -5 2 813 1 009 Newplan Ltd Associated company 1 353 0 2 032 679 Norplan Tanzania Ltd Associated company 1 864 0 4 065 2 201

Norplan LINK FPS Newplan Tanzania Norplan Arkitektur Total Opening balance 1 January 2013 0 0 0 1 922 33 022 34 944 Investments during the year 367 272 1 079 0 0 1 717 Dividends paid in 2013 0 0 0 0 -1 600 -1 600 Share of profit for the year excl. internal profit -2 0 0 240 3 104 3 342 Internal profit 949 949 Closing balance 31 December 2013 365 272 1 079 3 111 34 526 39 353 Investments during the year 000-3750-375 Dividends paid in 2014 0 0 0 -2 166 -1 600 -3 766 Share of profit for the year 649 541 913 137 4 720 6 961 Closing balance 31 December 2014 1 014 813 1 992 707 37 646 42 172

None of the company's joint ventures and associated companies are deemed significant for the company, whether separately or combined.

LINK Arkitektur Group 31.12.2013 31.12.2014 Non-current assets (including goodwill) 64 288 67 455 Current assets 127 535 130 160 Non-current liabilities 1 970 1 581 Current liabilities 81 958 78 391 Multiconsult's share 34 526 37 646 Operating revenues 322 135 361 203 Net income 9 700 14 656 Multiconsult's share 3 104 4 720

Equity for LINK arkitektur Group in the first table does not include goodwill related to Multiconsult's ownership interest. Therefore, Multiconsult's share of the equity in LINK arkitektur deviates from Multiconsult's share shown above.

Working partnerships/assignment cooperations - joint operations The Group has, for some delivery projects, entered into agreements of working partnerships or assignment cooperation. Some of these have been assessed as joint operations. Participants have worked together to deliver an assignment, and perform the assignment in a (equal) cooperation through a common assignment group. Such agreements are entered into for single projects. There are no assets in the project/assignment group. Each participant is responsible for delivering the services that they have agreed to deliver, as well as being responsible for their own expenses and having a right to revenues from the services the participant performs. Each participant uses their own assets, and there are only limited obligations in the operation, except that parts of the fee may be held back to cover common shared expenses (for example insurance premiums and travel expenses). One of the parties is often an assignment manager in the assignment group, and is in charge of activities like assignment management, project management, management, execution of payments etc. The assigment manager may be associated as the party delivering the project. The participants have often agreed that they are jointly and severally liable for the deliverables. The main projects that are organised in this manner that are considered joint operations where the Group is the assignment manager are Campus Ås and Kampflybasen, both in Norway. Total revenues in these two projects were approximately NOK 192 million in 2014 (NOK 89 million in 2013), of which approximately NOK 103 million in 2014 (NOK 45 million in 2013) were recognised as the Group's share of the revenues. Note 17 Leasing and other payment obligations Note 18 Other current liabilities Leasing of assets not recognised in the balance sheet: Future lease payments (minimum payments under non-cancellable operating lease agreements, including joint expenses) 2014 2013 As of 31 December 2014 Salaries payable, holiday pay, bonus, earnings distribution etc. 151 703 137 310 Property, Payable to sub contractors and fees 13 461 20 723 Office plant and Other accrued expenses 22 893 26 643 Amount in NOK thousand premises equipment Total Received prepayments of revenues 69 146 88 412 Due within 1 year 97 067 3 960 101 027 Other 8 527 14 736 Due after more than 1 year, but within 5 years 382 340 382 340 Total other current liabilities 265 729 287 825 Due after more than 5 years 514 221 514 221 Total 993 628 3 960 997 588

As of 31 December 2013 Property, Office plant and Amount in NOK thousand premises equipment Total Due within 1 year 97 927 4 237 102 164 Due after more than 1 year, but within 5 years 389 849 389 849 Due after more than 5 years 603 778 603 778 Total 1 091 555 4 237 1 095 792

The amounts in the table are not discounted.

See note 7 Other operating expenses for leasing expenses in 2014 and 2013. Leasing of office premises relates mainly to the company's premises in Norway. The lease of the head office in Oslo comprises NOK 45.3 million annually until it partially ceases in 2018. The leasing agreements have varying durations, with the longest period until 2030. In most agreements, the annual lease payment is index regulated. Future index regulations are not included in the amounts in the tables.

The following significant leasing arrangements and renewal options exist as of 31 December 2014:

Location (amounts in NOK thousand) Annual lease Duration Option Nedre Skøyenveien 2 (head office) 29 200 2028 no Hoffsveien Skøyen (part of head office) 3 100 2018 + 5 years Skøyen Atrium (part of head office) 13 000 2022 5 + 5 years Fredrikstad 5 600 2019 5 + 5 years Drammen 3 600 2018 5 + 5 years Nesttun Bergen 6 000 2022 5 + 5 years Nesttun Bergen 12 500 2030 5 + 5 years Midt Sluppenvn. 11 100 2021 + 3 years Nord, Kvaløyvn 10 300 2026 no

There are no significant restrictions imposed through the leasing arrangements regarding distribution of dividends, obtaining additional debt, entering into additional leasing agreements or other arrangements.

Office premises in Oslo and Fredrikstad are sublet Agreed sublease revenues As of 31 December Amounts in NOK thousand 2014 2013 Due within 1 year 4 203 4 203 Due after more than 1 year, but within 5 years 11 662 14 272 Due after more than 5 years 1 593 3 185 Total 17 457 21 660

Other significant committed payment obligations The Group does not have any other significant committed minimum payment obligations. The agreements with sub contractors are mainly such that if an assignment is discontinued, then the obligation to purchase services from the sub contractors is also discontinued. In some agreements, there may be a minimum period during which the Group must pay sub contractors if an assignment is discontinued, but these are not considered significant. Note 20 Guarantees Note 19 Provisions, disputes and contingent obligations Guarantee obligations that are not recognised in the balance sheet Provisions Amounts in NOK thousand 2014 2013 Project Bank guarantee - guarantees made towards customers 30 659 23 482 Amounts in NOK thousand responsibility Other Total Bank guarantee - guarantees for other obligations 39 594 27 407 Provisions 1 January 2013 47 303 1 075 48 378 Parent company guarantees - guarantees made towards customers 3 600 3 600 Additions during the year 6 790 2 531 9 321 Parent company guarantees - guarantees towards subsidiaries 24 299 21 111 Reversal of provisions -4 350 0 -4 350 Parent company guarantees - guarantees for other obligations 213 228 Utilised provisions during the year -6 743 0 -6 743 Total guarantees 98 365 75 828 Provisions 31 December 2013 43 000 3 606 46 606 Additions during the year 7 135 4 786 11 921 Bank guarantees towards customers are related to assignments where the customer demands security for contract responsibilities. Reversal of provisions -6 050 0 -6 050 Bank guarantees for other obligations are mainly guarantees for rent of premises. Utilised provisions during the year -15 700 0 -15 700 Parent company guarantees towards subsidiaries relates to bank loans, guarantee limit for bank overdraft and guarantee limit for Multiconsult UK. Provisions 31 December 2014 1) 28 385 8 392 36 777 1) "Other" mainly consists of long-term profit sharing to selling shareholders in previous business The parent company's bank overdraft and guarantee facility agreements with Nordea bank Norge ASA includes a negativ pledge clause. combinations and are expected to be paid in 2015. The date for settlement of project responsibility cases is often outside the Group's control and it is not possible to make a reliable estimate. The processes are For restricted funds, refer to note 15 Cash and cash equivalents. extensive with negotiations with many parties and often results in long legal processes.

The Group completes a significant number of assignments during a year. Normally, the company enters into an agreement with the customer limiting its responsiblities. During the execution of an assignment, defects or damages as a Note 21 Shareholder information result of the deliveries may be identified that could lead to claims being made towards the Group. When it is probable (over 50 %) that a claim must be met, the claim amount is estimated and a provision for the estimated value of the The following shareholders owned one percent or more of the total issued shares in Multiconsult AS as of 31 December: liability is recognised. The time period from reporting a case to final settlement can take several years. 2014 2013 Number of shares Ownership share Number of shares Ownership share The size of the settlement can vary considerably. The provision related to a claim is calculated on the basis of the WSP Europe AB 649 061 24.7 % 649 061 24.7 % expected compensation including legal fees, own risk deductibles, claim amount and interest. As a consequence of the Stiftelsen Multiconsult 556 215 21.2 % 484 112 18.4 % inherent uncertainty in both amount and timing of the settlement, the provision is not discounted. Brian Glover 52 059 2.0 % 52 059 2.0 % The Company's insurance coverage for project responsibilities is primarily based on a collective agreement for Jan Reidar H. Lindemark 52 059 2.0 % 52 059 2.0 % engineering consultants. The insurance coverage is standard for such agreements, with a deductible of NOK 300 Harald Strand 31 586 1.2 % 31 586 1.2 % thousand per case and normally a maximum coverage of up to 150 G (approximately NOK 13 million). Based on an Ivar Eng 30 356 1.2 % 32 856 1.3 % assessment of the nature of the insurance arrangement, settlement dynamics and risk distribution, the Company has Kjell E. Larsen 30 000 1.1 % 31 000 1.2 % disclosed the obligations net of the amount that is covered by the insurance. Trond Dahle 26 969 1.0 % 27 969 1.1 % Finn Rasmussen 25 770 1.0 % 25 770 1.0 % Claims from customers for project responsibilities are often disputed by the Group. The Company performs a thorough Johan H. Bertnes 22 802 0.9 % 27 802 1.1 % review of each claim. Project responsibility cases therefore lead to both recognised provisions and contingent liabilities Other 1 148 043 43.7 % 1 210 646 46.1 % where no provision has been recognised due to the Group assessing the likelihood a of compensation liability arising Total number of shares 2 624 920 100.0 % 2 624 920 100.0 % being not probable (under 50 %). Par value is NOK 5 per share. The largest current claim is approximately NOK 263 million related to Grønneviksøren. In January 2015, the Company The number of treasury shares at the end of 2014 is zero. At the end of 2013, there were 1,300 treasury shares. was found not liable by the court (Bergen Tingrett), but the plaintiff has appealed to a higher court (Lagmannsretten) and All shares that are part of the parent company's share capital belong to the same share class with the same rights. the verdict is therefore not enforcable. The company has performed a renewed assessment of the case and the consequences for the financial statements in connection with the annual financial statements as of 31 December 2014. The possibilities to trade in the shares are limited, since sales or transfer of the shares can only be made to employees in the Multiconsult companies and the Multiconsult foundation (Stiftelsen Multiconsult). Upon the transfer of shares, Stiftelsen Multiconsult has right of first refusal to buy the shares at a price where an actual purchase offer exists. Transfers of shares to spouses / heirs as presents or inheritance are not covered by the trade limitations.

Shares owned by members and deputy members of the Board and Group Management as of 31 December: 2014 2013 Name Role Number of shares Number of shares Freddy Holstad Board Member 2 310 2 110 Harald Strand Board Member NA 31 586 Ivar Eng Deputy Board Member 30 356 NA Kjetil Moen Deputy Board Member 4 903 4 543 Eli Grøttheim Deputy Board Member 8 800 8 800 Christian Nørgaard Madsen CEO 4 350 3 000 Øyvind Holtdahl Director - Market and Strategy 480 280 Anne Harris CFO 250 NA Elisabeth M. Stene HR Director 672 672 Ola Dalen Director - Group assignments 13 600 13 600 Lars Opsahl Regional Director - Fredrikstad 6 623 5 623 Grethe Bergly Regional Director - Oslo 1 960 1 860 Renè V. Flandorfer Regional Director - South NA 500 Rune Kjærland Regional Director - Bergen 3 005 3 005 Kjell Kristiansen Regional Director - Middle 280 280 Arnor Jensen Regional Director - North 2 900 2 800 Note 22 Related parties Note 23 Earnings per share

In 2013 and 2014, there were no potential dilutive effects on earnings that are attributable to owners of Multiconsult AS The Group's related parties are: or on the number of shares. Basic and diluted earnings per share are therefore the same. Key management personnel, Close members of the family of a person and entities that are controlled or jointly controlled by any of these.Key The number of shares has been adjusted for treasury shares. management personnel are defined as the Board of Directors and the Group Management. See note 8 Employee benefits expenses for 2014 2013 information on remuneration for key management personnel. See note 21 Shareholder information for information on share ownership. There Net income attributable to owners of Multiconsult AS (NOK thousand) 166 708 166 192 were no other transactions with key management personnel in 2014 and 2013. Weighted average number of shares (excl. treasury shares) 2 624 578 2 623 442 Earnings per share 63.52 63.35 Owners with significant influence; The company's assessment is that WSP Europe AB (WSP, ownership interest 24.7 %) and Stiftelsen Multiconsult (ownership interest 21.2 % as of 31 December 2014 and 18.4 % as of 31 December 2013) have had significant influence in the Dividends per share period covered by these financial statements. Stiftelsen Multiconsult has the right to a Board representative and has historically had a special Ordinary dividends paid to owners of Multiconsult AS (NOK thousand) 44 602 35 416 position and influence over the company, even with an ownership interest under 20 %. The WSP Group is a competing consultancy company. Number of outstanding shares, including treasury shares 2 624 920 2 624 920 Multiconsult has recognised revenues of NOK 850 thousand in 2014 (NOK 438 thousand in 2013) for sales to the WSP Group and purchase of Dividends per share 16.99 13.49 services for NOK 14,635 thousand in 2014 (NOK 12,841 thousand in 2013). As of 31 December 2014, Multiconsult had receivables of NOK 28 thousand (NOK 38 thousand as of 31 December 2013) and liabilities of NOK 797 thousand (NOK 4,364 thousand in 2013). Multiconsult has Dividends proposed after 31 December 2014, to be adopted by the Ordinary General Assembly in April recognised revenues from sales to Stiftelsen Multiconsult of NOK 776 thousand in 2014 (NOK 80 thousand in 2013), and had receivables of NOK 2015 (NOK thousand) 83 997 4 thousand as of 31 December 2014 (zero in 2013). Dividends proposed after 31 December 2014, to be adopted by the Ordinary General Assembly in April 2015 (per share) 32.00 The Group's joint ventures and associated companies. Refer to note 16 Associated companies and joint arrangements for more information on these related parties.

The Company and its subsidiaries are also considered related parties. Transactions and balances are eliminated in the consolidated financial statements and are not disclosed in this note for the Group. Note 24 Events after the reporting period

In 2013, Studentsamskipnaden i Bergen (SIB) sued Multiconsult and NOBI Norsk Betongindustri AS, claiming design errors and Transactions andbalances with joint ventures and associated companies gross negligence. The total claim amounted to NOK 263 million. On 30 January 2015, the court (Bergen tingrett) delivered a Receivables fromLiabilities to Purchases from Sales to Guarantees given judgement in the case relating to Grønnviksøren. Multiconsult was found not liable for all damages claimed by SIB. In addition, the Amounts in NOK thous 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 court's opinion was that Multiconsult has a claim of more than NOK 4.5 million in fees from SIB and NOBI. The judgement also LINK arkitektur AS 2 278 888 1 675 1 363 12 434 13 602 6 277 5 869 0 0 stated that SIB is required to cover Multiconsult's legal expenses. The judgement is not enforcable as it has been appealed by the counterparty. The company has made a renewed assessment of the case and the consequences for the financial statements in Norplan AS 637 419 0 873 250 0 8 101 1 527 500 500 connection with the annual financial statements as of 31 December 2014. Norplan Tanzania Ltd 1 817 0 278 0 2 165 0 327 0 0 0 Newplan Ltd 1 343 0 0 0 655 0 482 0 0 0 FPS AS2 8670000026 2711 5823 6003 600 TOTAL 8 941 1 307 1 953 2 237 15 504 13 602 41 457 8 978 4 100 4 100

Purchases are to a large degree related to architectural services from LINK Arkitektur.

FPS AS was established in October 2013 for the purpose of fulfilling a frame agreement with Jernbaneverket for the Follobane project. Multiconsult AS is one of the owners, and is engaged by FPS to deliver parts of the contract to FPS AS, i.e. those parts where Multiconsult is "Primary consultant". One of the other owners of FPS has also engaged Multiconsult. Sales in the table above only includes the deliveries from Multiconsult in the areas where Multiconsult is the primary consultant (and do not include deliveries through other owners in areas where that company is the primary consultant).

Purchase and sale of shares and capital contributions and distributions (dividends, Group contributions) in 2014 and 2013: - In December 2013, the company acquired 49% of the shares in Norplan Tanzania Ltd and 40 % of the shares in Newplan Ltd from Norplan AS for a total consideration of NOK 1,351 thousand - In 2013, the company received dividends from LINK Arkitektur AS of NOK 1,600 thousand, related to the financial year 2012. - In 2014, the company received dividends from LINK Arkitektur AS of NOK 1,600 thousand, related to the financial year 2013. - In 2014, the company received repayment of parts of the paid-in capital in Norplan AS of NOK 375 thousand in addition to dividends of NOK 2,166 thousand. dŚĞĨŽůůŽǁŝŶŐ ŵĂŝŶĂĚũƵƐƚŵĞŶƚƐŚĂǀĞďĞĞŶŵĂĚĞƌĞůĂƚĞĚƚŽƚŚĞƚƌĂŶƐŝƚŝŽŶĨƌŽŵE'WƚŽ/&Z^͘

EŽƚĞϭ Note 25 Transition from Norwegian generally accepted accounting policies (NGAAP) to IFRS /ŶE'W͕ĂĐƚƵĂƌŝĂůŐĂŝŶƐĂŶĚůŽƐƐĞƐĂŶĚƉůĂŶĐŚĂŶŐĞƐŽŶŶĞƚƉĞŶƐŝŽŶŽďůŝŐĂƚŝŽŶƐǁĞƌĞƌĞĐŽŐŶŝƐĞĚŝŶƚŚĞŝŶĐŽŵĞƐƚĂƚĞŵĞŶƚŽǀĞƌ ƚŝŵĞ͘dŚĞƌĞĨŽƌĞ͕ƚŚĞĐŽŵƉĂŶǇŚĂĚŶĞƚ ƉĞŶƐŝŽŶĂƐƐĞƚƐŝŶƚŚĞďĂůĂŶĐĞƐŚĞĞƚ͘/ŶƚŚĞƚƌĂŶƐŝƚŝŽŶƚŽ/&Z^͕ƚŚĞĐŽŵƉĂŶǇƵƉĚĂƚĞĚƚŚĞĂĐƚƵĂƌŝĂůĂƐƐƵŵƉƚŝŽŶƐ͕ƉĞƌĨŽƌŵĞĚŶĞǁĐĂůĐƵůĂƚŝŽŶƐĂŶĚƌĞĐŽŐŶŝƐĞĚƚŚĞǀĂůƵĞŽĨ ŶĞƚƉĞŶƐŝŽŶŽďůŝŐĂƚŝŽŶƐŝŶƚŚĞďĂůĂŶĐĞƐŚĞĞƚ͘dŚŝƐƌĞĚƵĐĞĚƚŚĞĞƋƵŝƚǇĂƐŽĨϭ:ĂŶƵĂƌǇϮϬϭϯĂŶĚŝŶĐƌĞĂƐĞĚƚŚĞƉĞŶƐŝŽŶŽďůŝŐĂƚŝŽŶƐ͘ĞĨĞƌƌĞĚƚĂǆĂƐƐĞƚƐŚĂǀĞĂůƐŽďĞĞŶ EQUITY MulticonsultGroup TOTALEQUITY ĐĂůĐƵůĂƚĞĚŽŶƚŚĞŶĞƚƉĞŶƐŝŽŶŽďůŝŐĂƚŝŽŶƐ͘ƵƌŝŶŐϮϬϭϯ͕ƉĂƌƚƐŽĨƚŚĞĚĞĨŝŶĞĚďĞŶĞĨŝƚƉůĂŶƐǁĞƌĞĐƵƌƚĂŝůĞĚ͕ĂŶĚƚŚĞĐŽŵƉĂŶǇƌĞĐŽŐŶŝƐĞĚĂŐĂŝŶŝŶƚŚĞŝŶĐŽŵĞƐƚĂƚĞŵĞŶƚ AmountsinNOKthousand 1.1.2013 31.12.2013 ƌĞůĂƚĞĚƚŽƚŚŝƐĐƵƌƚĂŝůŵĞŶƚ͘ZĞŵĞĂƐƵƌĞŵĞŶƚŽĨŶĞƚƉĞŶƐŝŽŶŽďůŝŐĂƚŝŽŶƐĂƐŽĨϯϭĞĐĞŵďĞƌϮϬϭϯŝŶĐƌĞĂƐĞĚŶĞƚƉĞŶƐŝŽŶŽďůŝŐĂƚŝŽŶƐǁŝƚŚĂŶĞĨĨĞĐƚŽŶŽƚŚĞƌĐŽŵƉƌĞŚĞŶƐŝǀĞ EquityNGAAP 409568 461627 ŝŶĐŽŵĞ͘ Reversalofdividendliability 235416 44602 Remeasurementdefinedbenefitobligationsafterincometaxes 1 Ͳ92228Ͳ112393 EĞƚŝŶƚĞƌĞƐƚĞǆƉĞŶƐĞƐǁĞƌĞŝŶĐůƵĚĞĚŝŶŶĞƚƉĞŶƐŝŽŶĞǆƉĞŶƐĞƐŝŶƚŚĞE'WĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐ͘/ŶƚŚĞ/&Z^ŝŶĐŽŵĞƐƚĂƚĞŵĞŶƚƐ͕ ƚŚŝƐŝƐŝŶĐůƵĚĞĚŝŶĨŝŶĂŶĐŝĂůŝƚĞŵƐ͘ Adjustmentequitymethodinvestments 3.4 Ͳ4256 3405 Adjustmentrevenuesandlossesonreceivables,afterincometaxes 7.8 12118 16972 Changeinfairvalueofderivatives,afterincometaxes 5 0 Ͳ400 EŽƚĞϮ Reversalofgoodwillamortisation 4 0 12061 ĐĐŽƌĚŝŶŐ ƚŽE'W͕ĚŝǀŝĚĞŶĚƐĂƌĞƉƌŽǀŝĚĞĚĨŽƌĂƐůŝĂďŝůŝƚŝĞƐĂŶĚƌĞĚƵĐĞĞƋƵŝƚǇŝŶƚŚĞĨŝŶĂŶĐŝĂůǇĞĂƌƚŚĞĚŝǀŝĚĞŶĚƐĂƌĞƌĞůĂƚĞĚƚŽ͕ǁŚĞŶƚŚĞĚŝǀŝĚĞŶĚƐĂƌĞĂƉƉƌŽǀĞĚďǇƚŚĞ TotalimplementationeffectsofIFRS Ͳ48950Ͳ35753 ŶŶƵĂů'ĞŶĞƌĂůŵĞĞƚŝŶŐŶŽůĂƚĞƌƚŚĂŶĂƚƚŚĞƐĂŵĞƚŝŵĞĂƐƚŚĞĂŶŶƵĂůĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐĂƌĞĂƉƉƌŽǀĞĚ͘ĐĐŽƌĚŝŶŐƚŽ/&Z^͕ĚŝǀŝĚĞŶĚƐĂƌĞƉƌŽǀŝĚĞĚĨŽƌǁŚĞŶƚŚĞǇĂƌĞ EquityIFRS 360618 425874 ĂĚŽƉƚĞĚďǇƚŚĞŶŶƵĂů'ĞŶĞƌĂůDĞĞƚŝŶŐ͘

EŽƚĞϯ ĚũƵƐƚŵĞŶƚŽĨĞƋƵŝƚǇŵĞƚŚŽĚŝŶǀĞƐƚŵĞŶƚƐĂƚϭ:ĂŶƵĂƌǇϮϬϭϯƌĞůĂƚĞƐƚŽĚŝǀŝĚĞŶĚƐƚŚĂƚǁĞƌĞƌĞĐŽŐŶŝƐĞĚĂƐŝŶĐŽŵĞŝŶƚŚĞŝŶĐŽŵĞƐƚĂƚĞŵĞŶƚďĞĨŽƌĞϭ:ĂŶƵĂƌǇϮϬϭϯ͕ĂŶĚ ƌĞĐŽŐŶŝƐĞĚĂƐĞǆƉĞŶƐĞƐŝŶϮϬϭϯŝŶƚŚĞE'WĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐ͘/ŶƚŚĞ/&Z^ĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐ͕ƚŚŝƐŚĂƐďĞĞŶĂĚũƵƐƚĞĚĂŐĂŝŶƐƚĞƋƵŝƚǇĂƐŽĨϭ:ĂŶƵĂƌǇϮϬϭϯĂŶĚŝŶƚŚĞ STATEMENTOFCOMPREHENSIVEINCOME2013 ŝŶĐŽŵĞƐƚĂƚĞŵĞŶƚĨŽƌϮϬϭϯ͘ MulticonsultGroup IFRS AmountsinNOKthousand NGAAP ADJUSTMENTS IFRS EŽƚĞϰ Note /ŶE'W͕ŐŽŽĚǁŝůůǁĂƐĂŵŽƌƚŝƐĞĚĂŶĚƌĞůĂƚĞĚƚŽďƵƐŝŶĞƐƐĐŽŵďŝŶĂƚŝŽŶƐĂŶĚŝŶǀĞƐƚŵĞŶƚƐƌĞĐŽŐŶŝƐĞĚƵƐŝŶŐƚŚĞĞƋƵŝƚǇŵĞƚŚŽĚ͘ĐĐŽƌĚŝŶŐƚŽ/&Z^͕ŐŽŽĚǁŝůůŝƐŶŽƚ Operating revenues 7,9,10 2 118 663 -76 519 2 042 144 ĂŵŽƌƚŝƐĞĚ͕ďƵƚƚĞƐƚĞĚĨŽƌŝŵƉĂŝƌŵĞŶƚ͘dŚĞŝŵƉĂŝƌŵĞŶƚƚĞƐƚĚŝĚŶŽƚƌĞƐƵůƚŝŶĂŶŝŵƉĂŝƌŵĞŶƚĂƐŽĨϭ:ĂŶƵĂƌǇϮϬϭϯ͘ŵŽƌƚŝƐĂƚŝŽŶĨŽƌϮϬϭϯŝŶE'WŚĂƐďĞĞŶƌĞǀĞƌƐĞĚĨŽƌ Sub contractors and disbursements 7,9,10 315 772 -76 193 239 579 /&Z^͘/ŶϮϬϭϯ͕ŐŽŽĚǁŝůůƌĞůĂƚĞĚƚŽĂƉƌĞǀŝŽƵƐďƵƐŝŶĞƐƐĐŽŵďŝŶĂƚŝŽŶǁĂƐŝŵƉĂŝƌĞĚŝŶƚŚĞE'WĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐ͘dŚŝƐŝŵƉĂŝƌŵĞŶƚŚĂƐ ďĞĞŶĐŽŶƚŝŶƵĞĚŝŶƚŚĞ/&Z^ Employee benefits expenses 1 1 322 172 -62 980 1 259 192 ŝŶĐŽŵĞƐƚĂƚĞŵĞŶƚĨŽƌϮϬϭϯ͕ĂŶĚŝŶĐƌĞĂƐĞĚǁŝƚŚƚŚĞĂŵŽƌƚŝƐĂƚŝŽŶƚŚĂƚǁĂƐƌĞĐŽŐŶŝƐĞĚŝŶƚŚĞE'WĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐŝŶϮϬϭϯ͘ WĂƌƚƐŽĨƚŚĞŐŽŽĚǁŝůůĂŵŽƌƚŝƐĂƚŝŽŶŝƐƚĂǆ Other operating expenses 8.9 289 009 -6 745 282 264 ĚĞĚƵĐƚŝďůĞ͕ĂŶĚƌĞƐƵůƚƐŝŶĚĞĨĞƌƌĞĚƚĂǆĞƐ͘ƵƐŝŶĞƐƐĐŽŵďŝŶĂƚŝŽŶƐŵĂĚĞďĞĨŽƌĞƚŚĞƚƌĂŶƐŝƚŝŽŶƚŽ/&Z^ŚĂǀĞŶŽƚďĞĞŶƌĞƐƚĂƚĞĚ͘ EBITDA 191 710 69 399 261 109 Depreciation, amortisation and impairment 4 52 941 -12 272 40 669 EŽƚĞϱ Operating profit 138 769 81 671 220 440 /ŶƚŚĞE'WĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐ͕ĚĞƌŝǀĂƚŝǀĞƐǁĞƌĞŶŽƚƌĞĐŽŐŶŝƐĞĚďĞĨŽƌĞƚŚĞǇǁĞƌĞƌĞĂůŝƐĞĚ͘/Ŷ/&Z^͕ĨĂŝƌǀĂůƵĞŝƐƌĞĐŽŐŶŝƐĞĚŝŶƚŚĞďĂůĂŶĐĞƐŚĞĞƚ ǁŝƚŚĐŚĂŶŐĞƐ Share of profit equity accounted investments 3.4 -4 319 7 661 3 342 ƌĞĐŽŐŶŝƐĞĚŝŶƚŚĞŝŶĐŽŵĞƐƚĂƚĞŵĞŶƚ͘

Financial items 1, 5 7 445 -1 709 5 736 EŽƚĞϲ ĚũƵƐƚŵĞŶƚŽĨŽƚŚĞƌĐƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐĂƌĞŵĂŝŶůǇƌĞĐůĂƐƐŝĨŝĐĂƚŝŽŶƐ͕ŝŶĂĚĚŝƚŝŽŶƚŽĚĞƌŝǀĂƚŝǀĞƐ;ƐĞĞŶŽƚĞϱĂďŽǀĞͿ͘ Income taxes 12 45 008 18 319 63 327

Profit for the period 96 887 69 304 166 192 EŽƚĞϳ /ŶƚŚĞE'WĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐ͕ƉĂƌƚƐŽĨƚŚĞƌĞǀĞŶƵĞƐƌĞůĂƚĞĚƚŽƐĞƌǀŝĐĞƐƌĞŶĚĞƌĞĚǁĞƌĞƌĞĚƵĐĞĚďĂƐĞĚŽŶŐĞŶĞƌĂůĂƐƐĞƐƐŵĞŶƚƐǁŝƚŚŽƵƚŝŶĚŝǀŝĚƵĂůĂƐƐĞƐƐŵĞŶƚƐŽĨ Other comprehensive income 1 0 -65 521 -65 521 ƉƌŽũĞĐƚƐŽƌĚŽĐƵŵĞŶƚĞĚĞǆƉĞƌŝĞŶĐĞ͘/ŶƚŚĞƚƌĂŶƐŝƚŝŽŶƚŽ/&Z^͕ƐƵĐŚƉƌŽǀŝƐŝŽŶƐǁĞƌĞĚĞĞŵĞĚƚŽďĞŐĞŶĞƌĂůƉƌŽǀŝƐŝŽŶƐĂŶĚƚŚĞƌĞĨŽƌĞ ƌĞǀĞƌƐĞĚ͘

Total comprehensive income 96 887 3 784 100 671 EŽƚĞϴ /ŶƚŚĞE'WĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐ͕ĂůůŽǁĂŶĐĞƐĨŽƌƉŽƐƐŝďůĞůŽƐƐĞƐŽŶƌĞĐĞŝǀĂďůĞƐǁĞƌĞŵĂĚĞĂƉƉůǇŝŶŐĂƐƉĞĐŝĨŝĐƉĞƌĐĞŶƚĂŐĞ͘dŚŝƐĂůůŽǁĂŶĐĞǁĂƐďĂƐĞĚŽŶŐĞŶĞƌĂů ĂƐƐĞƐƐŵĞŶƚƐĂŶĚǁŝƚŚŽƵƚŝŶĚŝǀŝĚƵĂůĂƐƐĞƐƐŵĞŶƚƐŽĨƚŚĞƌĞĐĞŝǀĂďůĞƐŽƌďĂƐĞĚŽŶĞǆƉĞƌŝĞŶĐĞǁŝƚŚƌĞĂůŝƐĞĚůŽƐƐĞƐĨŽƌĂŐƌŽƵƉŽĨƐŝŵŝůĂƌƌĞĐĞŝǀĂďůĞƐ͘/ŶƚŚĞƚƌĂŶƐŝƚŝŽŶƚŽ/&Z^͕ ƐƵĐŚƉƌŽǀŝƐŝŽŶƐǁĞƌĞĚĞĞŵĞĚƚŽďĞŐĞŶĞƌĂůƉƌŽǀŝƐŝŽŶƐ͕ĂŶĚŝŶƐƚĞĂĚŝŶĚŝǀŝĚƵĂůĂƐƐĞƐƐŵĞŶƚƐǁĞƌĞƉĞƌĨŽƌŵĞĚďĂƐĞĚŽŶŝŶĨŽƌŵĂƚŝŽŶƚŚĂƚǁĂƐĂǀĂŝůĂďůĞĂƚƚŚĞƌĞůĞǀĂŶƚ BALANCESHEET31DECEMBER2013 MulticonsultGroup IFRS ƉŽŝŶƚƐŝŶƚŝŵĞ͘dŚĞĂƐƐĞƐƐŵĞŶƚǁĂƐƚŚĂƚƉĂƌƚŽĨƚŚĞĂůůŽǁĂŶĐĞŵĂĚĞĂƐŽĨϯϭĞĐĞŵďĞƌϮϬϭϯŚĂĚƚŽďĞƌĞǀĞƌƐĞĚ͘ AmountsinNOKthousand NGAAP ADJUSTMENTS IFRS Assets Note EŽƚĞϵ Deferred tax assets 1, 12 0 27 523 27 523 /ŶƚŚĞE'WĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐ͕ĐĞƌƚĂŝŶƉƌŽǀŝƐŝŽŶƐĨŽƌĚŝƐƉƵƚĞƐǁŝƚŚĐƵƐƚŽŵĞƌƐǁĞƌĞƌĞĐŽŐŶŝƐĞĚĂƐĂƌĞĚƵĐƚŝŽŶŝŶƌĞǀĞŶƵĞƐĂŶĚ ƌĞĐĞŝǀĂďůĞƐ͕ŝŶƐƚĞĂĚŽĨďĞŝŶŐ Intangible assets 6 725 0 6 725 ƌĞĐŽŐŶŝƐĞĚĂƐĞǆƉĞŶƐĞƐĂŶĚĂůůŽǁĂŶĐĞƐ͘dŚĞƐĞĂƌĞŽŶůǇƌĞĐůĂƐƐŝĨŝĐĂƚŝŽŶƐǁŝƚŚŶŽŶĞƚŝŶĐŽŵĞĞĨĨĞĐƚƐ͘ Goodwill 4 53 442 12 272 65 714 Property, plant and equipment 71 081 0 71 081 Investments in associated companies and joint ventures 4 35 948 3 405 39 353 EŽƚĞϭϬ Non-current receivables 1 121 961 -115 731 6 230 /ŶƚŚĞE'WĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐ͕ŐƌŽƐƐŽƉĞƌĂƚŝŶŐƌĞǀĞŶƵĞƐŝŶĐůƵĚĞĚĞǆƚĞƌŶĂůƉĂƌƚŶĞƌƐΖƐŚĂƌĞŽĨƌĞǀĞŶƵĞƐĂŶĚĞǆƉĞŶƐĞƐŝŶǁŽƌŬŝŶŐƉĂƌƚŶĞƌƐŚŝƉƐŽƌĂƐƐŝŐŶŵĞŶƚ Total non-current assets 289 157 -72 531 216 626 ĐŽŽƉĞƌĂƚŝŽŶǁŚĞƌĞƚŚĞ'ƌŽƵƉŝƐƚŚĞĂƐƐŝŐŵĞŶƚŵĂŶĂŐĞƌ͘/ŶƚŚĞƚƌĂŶƐŝƚŝŽŶƚŽ/&Z^͕ƚŚĞĂƐƐĞƐƐŵĞŶƚŝƐƚŚĂƚŽŶůǇƚŚĞ'ƌŽƵƉΖƐƐŚĂƌĞŽĨƐƵĐŚƌĞǀĞŶƵĞƐĂŶĚĞǆƉĞŶƐĞƐƐŚŽƵůĚďĞ ŝŶĐůƵĚĞĚ͘ZĞǀĞŶƵĞƐĂŶĚĞǆƉĞŶƐĞƐŚĂǀĞďĞĞŶƌĞĚƵĐĞĚ͕ǁŝƚŚŶŽŶĞƚŝŶĐŽŵĞĞĨĨĞĐƚƐ͘ Accounts receivable 8, 11 463 579 -137 825 325 754 Other receivables and prepaid expenses 7,9,11 33 932 181 984 215 916 EŽƚĞϭϭ Cash and cash equivalents 356 218 0 356 218 Total current assets 853 729 44 159 897 888 dŚĞůŝŶĞŝƚĞŵĨŽƌĂĐĐŽƵŶƚƐƌĞĐĞŝǀĂďůĞŚĂƐďĞĞŶƌĞĚƵĐĞĚƚŽŽŶůǇŝŶĐůƵĚĞŝŶǀŽŝĐĞĚƌĞǀĞŶƵĞƐƌĞĚƵĐĞĚďǇĂŵŽƵŶƚƐƚŚĂƚŚĂǀĞďĞĞŶŝŶǀŽŝĐĞĚďƵƚǁŚĞƌĞƌĞǀĞŶƵĞƐŚĂǀĞďĞĞŶ ƌĞĚƵĐĞĚ͘KƚŚĞƌƌĞĐĞŝǀĂďůĞƐŚĂǀĞďĞĞŶŝŶĐƌĞĂƐĞĚǁŝƚŚƚŚĞĐŽƌƌĞƐƉŽŶĚŝŶŐĂŵŽƵŶƚ͘dŚĞŶĞƚĞĨĨĞĐƚŽŶƚŚĞƐĞƚǁŽůŝŶĞŝƚĞŵƐĂƌĞƚŚĞĞĨĨĞĐƚƐĚŝƐĐůŽƐĞĚŝŶŶŽƚĞϳ͕ϴĂŶĚϵ͘ Total assets 1 142 886 -28 372 1 114 514 EŽƚĞϭϮ Equity and liabilities /ŶĐŽŵĞƚĂǆŚĂƐďĞĞŶĐĂůĐƵůĂƚĞĚŽŶƚŚĞŝŶĐŽŵĞ ĂĚũƵƐƚŵĞŶƚƐ͕ĞǆĐĞƉƚĨŽƌƉĂƌƚƐŽĨĂĚũƵƐƚŵĞŶƚĨŽƌ ŐŽŽĚǁŝůůĂŵŽƌƚŝƐĂƚŝŽŶĂŶĚƉƌŽĨŝƚĨƌŽŵĞƋƵŝƚǇŵĞƚŚŽĚŝŶǀĞƐƚŵĞŶƚƐ͘/Ŷ Total equity 461 627 -35 753 425 874 ĂĚĚŝƚŝŽŶ͕ƚŚĞƌĞŝƐĂŶĞĨĨĞĐƚŽĨĂĐŚĂŶŐĞŝŶƚĂǆƌĂƚĞĨƌŽŵϮϴйƚŽϮϳйĂƐŽĨϯϭĞĐĞŵďĞƌϮϬϭϯ͘ 0 Pension obligations 1 2 679 38 693 41 372 Deferred tax liabilities 1.9 7 707 -7 707 0 Provisions 25 696 20 910 46 606 Financial liabilities 9 047 0 9 047 Total non-current liabilities 45 129 51 895 97 024 Accounts payable 88 836 0 88 836 Income taxes payable 44 994 0 44 994 Public duties payable 169 961 0 169 961 Dividends 2 45 615 -45 615 0 Other current liabilities 5.6 286 724 1 101 287 825 Total current liabilities 636 130 -44 514 591 616

Total liabilities 681 259 7 381 688 640

Total equity and liabilities 1 142 886 -28 372 1 114 514 STATEMENT OF INCOME Amounts in NOK thousand Balance sheet PARENT COMPANY Amounts in NOK thousand PARENT COMPANY

Note 31.12.2014 31.12.2013 01.01.2013 Note 2014 2013 Assets OPERATING REVENUES AND EXPENSES Non-current assets Operating revenues 4 2 181 111 1 991 985 Deferred tax assets 10 73 300 27 303 22 781 Expenses for sub contractors and disbursements 281 630 244 333 Intangible assets 12 6 478 6 345 6 945 Net operating revenues 1 899 481 1 747 652 Goodwill 12 52 314 52 314 50 401 Property, plant and equipment 13 74 150 69 284 62 693 Employee benefits expenses 6, 9 1 385 437 1 215 519 Total non-current non-financial assets 206 242 155 246 142 820 Other operating expenses 7 274 090 270 208 Operating expenses excluding depreciation, amortisation and impairment 1 659 527 1 730 060 Investments in subsidiaries 15 51 431 22 790 9 216 Operating profit before depreciation, amortisation and impairment (EBITDA) 239 954 261 925 Investments in associates and joint ventures 15 42 110 42 485 39 818 Depreciation, amortisation and impairment 12, 13 33 511 39 892 Other non-current financial assets 18 8 215 6 083 569 Operating profit (EBIT) 206 443 222 033 Total non-current financial assets 101 756 71 358 49 603 Total non-current assets 307 998 226 604 192 423 FINANCIAL INCOME AND EXPENSES Financial income 8 14 822 9 668 Current assets Financial expenses 8 2 325 1 146 Receivables Net financial items 12 497 8 522 Accounts receivable 11 392 337 313 144 402 436 Other current receivables 11 136 276 214 667 57 412 Profit before income taxes 218 940 230 555 Total receivables 528 613 527 811 459 848 Cash and cash equivalents 371 492 340 196 260 119 Income tax expenses 10 59 995 62 052 Total current assets 900 105 868 007 719 967 Profit for the period 158 945 168 503 Total assets 1 208 103 1 094 610 912 390

STATEMENT OF COMPREHENSIVE INCOME Amounts in NOK thousand Profit for the period 158 945 168 503

Other comprehensive income Remeasurement of defined benefit obligations 9 -177 749 -87 689 Income taxes 47 992 22 395 Total items that will not be reclassified subsequently to profit or loss -129 757 -65 294

Total comprehensive income for the period 29 188 103 210 Balance sheet STATEMENT OF CASH FLOWS Amounts in NOK thousand Amount in NOK thousand PARENT COMPANY + are cash increasing and - are cash reducing effects PARENT COMPANY

Note 31.12.2014 31.12.2013 01.01.2013 2014 2013 Equity and liabilities Equity Total paid-in equity 26 445 26 438 26 437 CASH FLOWS FROM OPERATING ACTIVITIES: Other equity 305 881 360 690 302 082 Profit before income taxes 218 940 230 555 Total equity 332 326 387 128 328 519 Income taxes paid during the period -47 078 -43 990

Non-current liabilities Depreciation, amortisation and impairment 33 511 39 893 Pension obligations 9 211 532 41 372 26 462 Pension expenses with no cash effect -10 877 -75 872 Provisions 18 28 385 43 000 47 303 Changes in accounts receivable and other receivables -4 625 -52 104 Total non-current liabilities 239 917 84 371 73 765 Changes in accounts payable 10 006 21 047 Current liabilities Changes in provisions and current liabilities -55 180 58 638 Accounts payable 99 688 89 682 66 617 Net cash flows from operating activities 144 697 178 166 Current tax liabilities 10 51 033 43 739 43 680 CASH FLOWS FROM INVESTING ACTIVITIES: Public duties payable 185 520 165 355 145 114 Proceeds from disposal of property, plant and eqiupment and shares 504 662 Dividends payable 83 997 44 602 35 416 Payments on acquisition of property, plant and equipment and intangible assets -38 642 -39 477 Other current liabilities 17 215 621 279 733 219 278 Net cash effect of business combinations -30 648 -23 859 Total current liabilities 635 859 623 111 510 105 Net cash flows from investing activities -68 786 -62 673 CASH FLOWS FROM FINANCING ACTIVITIES Total liabilities 875 777 707 482 583 870 Dividends paid -44 615 -35 416

Total equity and liabilities 1 208 103 1 094 610 912 389 Net cash flows from financing activites -44 615 -35 416

Net change in cash and cash equivalents 31 296 80 076 Cash and cash equivalents at 1 January 340 196 260 119 The Board and CEO of Multiconsult AS Cash and cash equivalents at 31 December 371 492 340 196 Oslo, 19 March 2015

Steinar Mejlænder-Larsen Kaare Krane Espen Robertsen Chairman Board member Board member

Siv Axelsson Freddy Holstad Kari Medby Loland Board member Board member Board member

Eli Giske Ivar Eng Birger Opgård Board member Board member Board member

Christian Nørgaard Madsen CEO Side 1 av 13

Statement of changes in equity Multiconsult parent company Notes to the financial statements

TREASURY SHARE TOTAL PAID-IN REMEASUREMENT Amounts in NOK thousand SHARE CAPITAL SHARES PREMIUM EQUITY RETAINED EARNINGS PENSIONS TOTAL EQUITY Note 1 General information and basis for the preparation of the parent company financial statements

The company is the parent in the Multiconsult AS group. The principal activities of the group are performed by the parent company. The information provided in the consolidated financial statements also covers the company to a significant degree. Please refer to the consolidated financial statements for the group for a description of 31 December 2012 - NGAAP 13 125 -8 13 320 26 437 382 192 0 408 629 the company and its activities. A copy of the consolidated financial statements can be obtained from the company's head office in Nedre Skøyenvei 2, 0276 Oslo.

Transition to simplified IFRS at 1 January 2013 0 0 0 0 12 118 -92 228 -80 110 With effect from 1 January 2013, the group has elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards 1 January 2013 13 125 -8 13 320 26 437 394 310 -92 228 328 519 as adopted by the EU (IFRS) and the Norwegian Accounting Act. References to "IFRS" in these financial statements mean IFRS as adopted by the EU. From the same date, the company has elected to prepare the company financial statements in accordance with the Norwegian Accounting Act and regulation for simplified application of of International Financial Reporting Standards (simplified IFRS), as amended in November 2014. Disposal of treasury shares 0 1 0 1 001 These are the company's first annual financial statements prepared in accordance with simplified IFRS. The date of transition is 1 January 2013. The effects on equity of Dividend 0 0 0 0 -44 602 0 -44 602 the transition are shown in note 21. Total comprehensive income for the period 0 0 0 0 168 504 -65 294 103 210 These financial statements were approved by the Board of Directors on 19 March 2015 for adoption by the Annual General Meeting on 16 April 2015. 31 December 2013 13 125 -7 13 320 26 438 518 211 -157 521 387 128

Disposal of treasury shares 0 7 0 7 007 Note 2 Basis for preparation Dividend 0 0 0 0 -83 997 0 -83 997 The financial statements have been prepared on a historical cost basis, except for derivatives and pension assets that are measured at fair value, and pension obligations that are measured at present value. The company financial statements are presented in Norwegian kroner (NOK), which is also the functional currency of the company. Total comprehensive income for the period 0 0 0 0 158 945 -129 757 29 188 Amounts are rounded to the nearest thousand, unless stated otherwise. As a result of such rounding differences, amounts and percentages may not add up to the total. 31 December 2014 13 125 0 13 320 26 445 593 159 -287 278 332 326 Principles for recognition and measurement are in accordance with IFRS and the policies are applied as described in the consolidated financial statements, except as specified in the regulation for simplified IFRS. Disclosure requirements are in accordance with the requirements in the Norwegian Accounting Act with additions as specified in the regulation for simplified IFRS. Presentation of the primary financial statements is similar to the group. Options in the regulation for simplified IFRS that have not been applied are not relevant to the company. The option in the regulation for simplified IFRS which the company has utilised in recognition and measurement and which differ from the consolidated financial statements are:

Dividends and group contribution Dividends and group contributions are recognised in accordance with the Accounting Act, which entails that dividends and group contributions are recognised in the reporting period to which they relate.

Investment in subsidiaries, associated companies and joint ventures Investment in subsidiaries, associated companies and joint ventures are recognised using the cost method. In accordance with the cost method, the investment is recognised at historical cost less any impairment. Dividends and group contributions are recognised as financial income. Group contributions to subsidiaries are recognised as part of cost of investment.

Note 3 Financial risk management

The company's exposure to and management of financial risk is primarily the same as disclosed for the Group, and is not repeated in this note. Refer to note 3 in the consolidated financial statements.

The company holds no financial assets recognised at fair value through profit or loss or held-to-maturity investments, and very limited amounts for financial assets available for sale.

The company mainly holds receivables and financial obligations (current liabilities) measured at amortised cost. The company also holds some currency derivatives that are financial liabilities at fair value through profit or loss. The derivatives are disclosed in the Group's note.

As of 31 December 2014, the company had an unused bank overdraft of NOK 40 million and had drawn NOK 70 million on a guarantee facility of NOK 120 million in Nordea Bank Norge ASA, as described in the Group's note 3. These agreements include a negative pledge clause. The facilities include a requirement for the equity ratio to exceed 35 percent as of 31 December for the company. As of 31 December 2014, the company's equity ratio is lower than 35 %. This had no implications for the classification in the statement of financial position, since the company does not have any recognised liabilities related to these agreements. In March 2015, these agreements were extended with the withdrawal of the requirements for minimum equity ratio or negative pledge, provided that the company is listed by September 2015.

The carrying amount of the company's financial instruments mainly comprise current receivables and liabilities, and is a reasonable approximation to fair value. The company's credit risk is considered limited. See the Group's note on financial risk for additional information.

Realised losses on accounts receivable due to customer payment difficulties have been limited (NOK 2.3 million in 2014 and NOK 0.7 million in 2013). The company has recognised allowances for losses on accounts receivable of NOK 9.7 million as of 31 December 2014 and NOK 11 million as of 31 December 2013. This is based on individual assessments of larger receivables past their due date. The basis for the allowances is normally not related to the customers' ability to pay, but due to fee discussions. Accounts receivable that have been credited during the year have been recognised as revenue reductions and not as operating expenses. Side 2 av 13

Note 4 Operating revenues for the parent company Note 7 Other operating expenses Amounts in NOK thousand 2014 2013 Per geographical market: Norway 2 012 385 1 865 027 Amounts in NOK thousand 2014 2013 Abroad 168 726 126 958 Rental expenses (operating lease) 87 631 86 796 Total operating revenues 2 181 111 1 991 985 Other overhead expenses / expenses for premises 22 305 17 044 Consultants 23 300 26 764 Technical equipment 35 443 33 762 Per business area (segment) Office expenses, IT 38 526 34 442 Greater Oslo area 1 273 963 1 154 003 Telecommunications services 14 599 13 704 Regional Norway 907 148 837 982 Travel and per diem allowance 20 646 19 397 Total operating revenues 2 181 111 1 991 985 Marketing 10 219 12 119 Losses on receivables 1 032 2 041 Other 20 389 24 139 Total other operating expenses 274 090 270 208 Note 5 Research and development

The Group's research and development activities are performed in the parent company, and are described in the note to the consolidated financial statements. Auditor The expected total earnings from ongoing research and development is assumed to correspond to total accrued expenses. Compensation to Deloitte AS for 2014: Amounts in NOK thousand Deloitte

Statutory audit services 1 030 Note 6 Employee benefits expenses, number of employees, remuneration, loans to employees, pensions etc. Tax advisory services 290 Other assurance services 71 Employee benefits expenses Other non-audit services 765 Amounts in NOK thousand 2014 2013 Salaries 1 094 132 991 156 Social security tax 149 029 133 469 The amounts above are excluding VAT. Other non-audit services includes assistance related to financial Pension expenses 78 815 23 537 1) due diligence and advice related to employees located abroad. Other employee benefit expenses 63 461 66 197 Total employee benefit expenses 1 385 437 1 214 358

Number of employed FTEs during the year 1 537 1 397 Nunmber of employees as of 31 December 1 575 1 498 Note 8 Financial items

Refer to the notes in the consolidated financial statements for information on remuneration and share ownership related to FINANCIAL INCOME 2014 2013 management and the Board of Directors. Interest income from Group companies 106 58 1) The pension expenses in net income for 2013 includes the net effect of curtailment Other interest income 9 305 7 302 of the earned paid-up risk benefits as of 30 June 2013 (including social security tax) of -48 138 Other financial income 1 497 562 Dividends 3 914 1 746 The company has established pension plans that comply with the requirements in the Act on Mandatory company pensions Financial income 14 822 9 668 The company has two company pension plans, a defined contribution plan and a defined benefit plan. In addition, the company has two individual defined benefit plans that are funded by FINANCIAL EXPENSES the company's operations (operating pension) at the end of 2014. Other interest expenses 68 23 Interest on net pension obligations 1 803 1 161 All of the Group's defined benefit plans are in the parent company. Refer to note 9 and the consolidated financial statements for Losses on derivatives 139 548 additional information related to the pension plans, including defined benefit plans, assumptions, sensitivity calculations, Other financial expenses 315 575 pension assets, actuarial gains and losses etc. Financial expenses 2 325 2 307

Net financial items 12 497 7 361 Side 4 av 13 Side 5 av 13

Financial status defined benefit plan / operating pension Note 9 Pensions Amounts in NOK thousand 31.12.2014 31.12.2013 Calculated pension obligations (incl. social security tax) -925 008 -696 509 Multiconsult AS has established pension plans that comply with the requirements in the Act on Mandatory company pensions. The company has two company Pension assets (at market value) 713 805 655 465 pension plans, a defined contribution plan and a defined benefit plan. The benefits in the risk coverage in the two plans are the same. Paid-up policies on risk Net pension obligations after social security tax -211 203 -41 044 benefits were closed on 30 June 2013. Obligations operating pension -328 -328 Multiconsult AS' defined benefit plan was closed in 2006, and all employees after this date are registered in the defined contribution plan. There were 1,320 Pension obligations in the financial statements -211 531 -41 372 active members and two retirees in the defined contribution plan at the end of 2014. Annual contributions to the plan are 5 % for contribution basis between 1G and 6G, and 8 % of the contribution basis between 6G and 12G. The premium expense for the defined contribution plan was NOK 50,505 thousand for 2014 Assumptions used in the calculations above related to the defined benefit plan: and NOK 31,600 thousand for 2013, including social security tax. 31.12.2012 31.12.2014 31.12.2013 Expected return on pension assets 3,9 % 2,30 % 4,00 % The defined benefit plan had 314 active members and 184 retirees as of 31 December 2014. The defined benefit plan provides rights to defined future benefits. Discount rate 3,9 % 2,30 % 4,00 % These benefits are mainly dependent on the number of years of service, salary levels at the age of retirement and the size of the benefits from National Expected salary regulation 3,0 % 2,25 % 3,25 % Insurance. The risk premium in the defined contribution plan was NOK 1,297 thousand in 2014. Expected G regulation 3,3 % 2,50 % 3,50 % Expected pension regulation 0,7 % 0,70 % 0,70 % In addition, the company has two individual defined benefit plans that are funded over the company's operations (operating pensions) at the end of 2014. This is Demographic assumptions: pension for one retiree, and an agreement with an active employee for lifelong pensions from 2015 onwards. The pension pledge and the previously mentioned disability tariff KU KU KU operating pensions are unfunded, and the expenses and obligations are included in the table of defined benefit plans below. mortality table K2005 K2013BE K2013BE

Social security tax is calculated based on the pension plan's net financing and included in the gross pension obligations. Pension expenses include related The assumptions as of 31 December have been used to calculate gross pension obligations, including the effect of remeasurement of the pension social security tax. obligations, and the pension expenses in net income for the subsequent year. In the calculation of the pension obligations, the recommended calculation assumptions from the guidance published by Norwegian Accounting Standards Board (NASB) as of the year end have been used, adapted to the company's circumstances. Expected salary growth in the defined benefit plans have been set lower than the average in the NASB guidance, based on Change in total comprehensive income during the period assessments of the company's circumstances including a relatively high age composition (average age 55 years). The market for Norwegian covered Amounts in NOK thousand 2014 2013 bonds (OMF - Obligasjoner med fortrinnsrett) has in later years been increasing in Norway. NASB has therefore opened up for the use of the OMF rate Pension expenses retirement defined benefit plan / operating pension (see below) 30 113 -7 736 when deriving the discount rate in the pension calculations instead of using the government bond rate. Based on the Company's assessment of the Recognised as financial expenses (note 3) -1 803 -1 161 depth of the OMF market, the recommended NASB parameters have been used where the OMF rate has been relied on when deriving the discount rate. Pension expenses defined contribution plan incl. risk premium defined benefit plan 50 505 32 434 Pension expenses in net income (note 6) 78 815 23 537 In the calculations, the augmented risk table for mortality K2013 BE has been used based on a best estimate for the population in Nowary. The risk table Effect of remeasurement of defined benefit obligations 177 749 87 689 for disabilities, KU, gives a reasonable reflection of the disability risk in the Group. Since the defined benefit plan has been closed, the estimated future Pension expenses in total comprehensive income 256 564 111 226 salary regulation is lower than the guidance from NRS.

Pension expenses defines benefit plan / operating pension The pension assets are managed by Storebrand and are invested as follows as of the reporting date: Amounts in NOK thousand 2014 2013 Present value of the current year service cost 24 485 33 912 Investment category: 31.12.2014 31.12.2013 Interest expenses on pension obligations 27 533 26 189 Interest income on pension assets -25 730 -25 028 Bonds 80,5 % 71,2 % Net pension expenses before social security tax and the effects of curtailments 26 288 35 073 Shares 9,3 % 13,2 % Accrued social security tax 3 825 5 329 Real estate 8,7 % 11,4 % Net effect of curtailment paid-up policy risk benefits 30 June 2013 (incl. social security tax) 0 -48 138 Other 1,5 % 4,2 % Net pension expenses after social security tax and effect from curtailments of defined benefit plan / operating pension 30 113 -7 736 The pension assets have been invested based on guidelines for life assurance companies. The investments in bonds are issued by the Norwegian government, Norwegian municipalities, financial institutions and companies. Bonds in foreign currency are mainly currency hedged. Investments have Effect of remeasurement of defined benefit obligations / operating pensions been made in both Norwegian and foreign shares. Currency hedging of foreign shares are assessed per investment. Amounts in NOK thousand 2014 2013 Effect from change in discount rate 277 582 -10 361 The Group expects to pay approximately NOK 40 million in pension premiums to the defined benefin plans in 2015. Effect from change in other actuarial assumptions (70 881) 10 089 Effect from changed mortality table 0 91 966 Effect from changes in other actuarial assumptions for the pension obligations (13 172) -17 241 The weighted average duration of the Group's pension obligations as of 31 December 2014 is 17.76 years, and has the following maturity structure for the Effect from change in actuarial assumptions for the plan assets (15 780) 13 236 next 10 years: Total effect from remeasurement of defined benefit obligations 177 749 87 689 NOK million Maturity Year 1 18,1 Year 2 22,7 Gross pension obligations defined benefit plan / operating pensions (incl. social security tax) Year 3 23,5 Amounts in NOK thousand 2014 2013 Year 4 25,7 Gross pension obligations at the beginning of the period 696 509 778 019 Year 5 28,5 Expenses related to the current year service cost 28 310 39 241 Year 6 - 10 182,0 Gain on curtailment of earned paid-up policies risk benefits 30 June 2013 0 -48 138 Interest expenses 27 533 26 189 The table below shows an estimated change in NOK million in the pension obligations of the defined benefit plan given a percentage change in the key Social security tax on paid-in premiums -4 487 -7 887 calculation parameters. The analysis has been performed based on a method that extrapolates the effect on the pension obligations given a change in Ordinary payments from the plans -16 385 -16 649 the calculation parameter at the end of the calculation period. Payments from the plans related to curtailments 0 -148 719 Remeasurement of gross pension obligations 193 529 74 453 Gross pension obligations at the end of the period 925 008 696 509 Sensitivities 31.12.2014 31.12.2013 NOK million Gross pension Gross pension obligations obligations Pension assets defined benefit plan Discount rate +1% -161 -108 Amounts in NOK thousand 2014 2013 Discount rate - 0,5% 98 67 Salary adjustment +1% 98 71 Pension assets at the beginning of the period 655 465 750 972 G regulation +1% -40 -32 Interest income 25 730 25 028 Pension regulation +0,3% 36 23 Paid-in premiums 37 702 65 956 Social security tax on paid-in premiums -4 487 -7 887 Ordinary payments from the plans -16 385 -16 649 Risk assessment Payments from the plans related to curtailments 0 -148 719 Through the defined benefit plan, the Group is impacted by a number of risks as a consequence of uncertainty in the assumptions and future development. Remeasurement of pension assets 15 780 -13 236 The most central risk is related to reduced discount rate / reduction in return on pension assets, and the risk related to increased salary growth. Such changes Pension assets at the end of the period 713 805 655 465 would result in an increased obligation for the Group. Side 6 av 13 Side 7 av 13

Note 11 Accounts receivable and other current receivables Note 10 Income taxes Amounts in NOK thousand 2014 2013 Accounts receivable 401 991 324 101 The income tax expenses for the year are as follows: 2014 2013 Allowance for losses -9 654 -10 957 Income taxes payable 56 124 45 769 Total accounts receivable 392 337 313 144 Paid withholding taxes 1 306 0 Regulation of previous years' income taxes 571 -1 603 Earned, not invoiced revenues 91 606 181 818 Changes in deferred taxes 1 995 19 024 Prepaid expenses 14 492 16 264 Effects from changes in tax legislation 0 -1 138 Other 30 178 16 584 Income tax expenses 59 995 62 052 Total other current receivables 136 276 214 666

Note 12 Intangible assets and goodwill Reconciliation from nominal to actual tax rate: Amounts in NOK thousand Software Goodwill 2014 2013 Acquisition cost 1 January 2013 34 950 124 049 Profit before income taxes 218 940 230 555 Additions 4 164 0 27 % 28 % Additions from acquisitions/mergers 0 7 913 Expected income tax expenses based on nominal tax rate in Norway (27% (28%)) 59 116 64 555 Disposals 20 Tax effect of the following items: Acquisition cost 31 December 2013 39 112 131 962 Non-deductible expenses 386 970 Additions 4 772 0 Non-taxable income -312 -203 Acquisition cost 31 December 2014 43 884 131 962 Paid withholding taxes 1 306 0 Gain on disposal of shares -47 -47 Accumulated amortisation and impairment 1 January 2013 28 005 73 648 Dividends -1 025 -474 Amortisation for the year 4 762 0 Effect of changes in tax legislation and tax rates 0 -1 139 Impairment for the year 0 6 000 Excess tax provided for in prior years 571 -1 603 Accumulated amortisation and impairment 31 December 2013 32 767 79 648 Other items 0-7 Amortisation for the year 4 639 0 Accumulated amortisation and impairment 31 December 2014 37 406 79 648 Income tax expenses 59 995 62 052 Effective tax rate 27,4 % 26,9 % Carrying amount 1 January 2013 6 945 50 401 Additions 4 164 0 Specification of the tax effect of temporary differences: Additions from acquisitions 0 7 913 Amortisation and impairment for the year 4 762 6 000 Disposal 20 2014 2013 Carrying amount 31 December 2013 6 345 52 314 Additions 4 772 0 Non-current assets 5 539 5 543 Amortisation and impairment for the year 4 639 0 Current assets 2 327 2 781 Carrying amount 31 December 2014 6 478 52 314 Liabilities and provisions 65 434 18 979 Deferred tax assets/liabilities in the balance sheet 73 300 27 303 Software is standard software and licenses that are amortised on a straight-line basis over 3 years. Deferred tax assets are recognised based on future taxable profit. Goodwill is not amortised, but assessed annually for impairment, or more often if there are indicators of impairment. Refer to the note to the consolidated financial statements for more information. Reconciliation of deferred tax assets in the balance sheet 2014 2013 Goodwill specified per business combination: Deferred tax assets 1 January 27 303 22 780 Cash generating Change in deferred taxes recognised in the income statement -1 995 -19 024 Amounts in NOK thousand Acquisition year Carrying amount unit Deferred taxes from mergers and acquisitions 0 13 Effect of changes in tax legislation and tax rates 0 1 139 Kompas AS 2009 2 573 West Change in deferred taxes recognised in other comprehensive income 47 992 22 395 Industriplan AS 2010 0 Oslo Deferred tax assets in the balance sheet (net) as of 31 December 73 300 27 303 Stensrud AS 2010 1 728 Middle Hydpro AS 2011 383 Oslo Barlindhaug Consult AS 2011 39 716 North Infratech AS 2013 5 800 Oslo NTE Energiutvikling 2013 2 113 Middle Reconciliation of income taxes payable in the balance sheet 2014 2013 Carrying amount 31 December 2013 and 2014 52 314

Expensed income taxes payable -56 124 -45 769 The company's strategy has been to merge Norwegian subsidiaries into the parent company when practically Prepaid taxes 3 961 0 possible and appropriate. Excess paid income taxes, not offset 0 1 568 SkatteFUNN (government R&D tax incentive scheme) 1 130 461 Thus, most of the companies mentioned above do not exist as of 31 December 2014. Income taxes payable in the balance sheet -51 033 -43 739 See note 15 for more information. Side 8 av 13 Side 9 av 13

Note 13 Property, plant and equipment Note 14 Restricted bank deposits guarantees, pledges

Restricted bank deposits Amounts in NOK thousand 2014 2013 Total Bank deposits - employee tax deduction obligations 63 807 59 941 Buildings and Other machines, property, plant Total restricted bank deposits 63 807 59 941 other real plant, fixtures and Leasehold and Amounts in NOK thousand estate fittings improvements equipment Guarantee obligations not recognised in the balance sheet Amounts in NOK thousand 2014 2013 Acquisition cost 1 January 2013 5 649 209 726 40 417 255 792 Bank guarantee - guarantees made towards customers 30 659 23 482 Additions 0 27 542 7 531 35 073 Bank guarantee - guarantees for other obligations 39 594 27 635 Disposal 0 28 285 313 Parent company guarantees - guarantees made towards customers 3 600 3 600 Acquisition cost 31 December 2013 5 649 238 201 47 663 291 513 Parent company guarantees - guarantees towards subsidiaries 24 299 11 058 Parent company guarantees - guarantees for other obligations 213 0 Additions 0 31 801 2 069 33 870 Total guarantees 98 365 65 775 Disposal 0 123 0 123 Acquisition cost 31 December 2014 5 649 269 879 49 732 325 260 Bank guarantees towards customers are related to assignments where the customer demands security for contract responsibilities. Bank guarantees for other obligations are mainly guarantees for rent of premises. Accumulated depreciation and impairment 1 January 3 635 169 456 20 008 193 099 Parent company guarantees towards subsidiaries relates to bank loans, guarantee limit for bank overdraft and guarantee limit for Depreciation for the year 110 19 678 8 175 27 963 Multiconsult UK. Impairment for the year 0 1 167 0 1 167 The parent company's bank overdraft and guarantee limit agreement with Nordea bank Norge ASA includes a negativ pledge clause. Acc. depreciation and impairment 31 Dec. 2013 3 745 190 309 28 183 222 237 Depreciation for the year 110 22 965 5 747 28 822 Impairment for the year 05050 Note 15 Subsidiaries, associated companies, joint ventures Acc. depreciation and impairment 31 Dec. 2014 3 855 213 324 33 930 251 109 Subsidiaries Carrying amount 1 January 2013 2 014 40 270 20 409 62 693 Carrying amount 31 Additions 0 27 542 7 531 35 073 December Additions from acquisitions 0 961 0 961 Depreciation and impairment for the year 110 20 845 8 175 29 130 Acquisition Voting Ownership Disposal 0 28 285 313 date Business office share share 2014 2013 Carrying amount 31 December 2013 1 904 47 900 19 480 69 284 Multiconsult Voss AS 1) 2012 Voss, Norway 100 % 100 % 4 422 4 422 Additions 0 31 801 2 069 33 870 Multiconsult Stord AS 2) 2013 Stord, Norway 100 % 100 % 12 500 12 500 Multiconsult UK Ltd 3) 2012 London, UK 100 % 100 % 3 937 3 937 Depreciation and impairment for the year 110 23 015 5 747 28 872 Multiconsult Asia Pte.Ltd 2013 Singapore 100 % 100 % 932 932 Disposal 0 123 0 123 Analyse & Strategi AS 2010 Oslo, Norway 100 % 100 % 855 855 Carrying amount 31 December 2014 1 794 56 563 15 802 74 151 Multiconsult Polska 2014 Warzawa, Poland 100 % 100 % 28 641 0 Multiconsult Russland 2009 Russia 100 % 100 % 144 144 Total subsidiaries 51 431 22 790 Useful lives 10 - 50 years 3 - 8 years Same as equivalent Subsidiaries owned by subsidiaries assets, max Helge Lindeflaten AS 4) 2014 Stord, Norway 100 % 100 % Depreciation plan Straight-line Straight-line leasing period 1) Merged into Multiconsult AS on 1 January 2015 2) Previously Vest Consult AS There have been no significant changes in depreciation period, depreciation method or estimated 3) Previously Norplan Hydropower Ltd 4) Merged into Multiconsult Stord AS on 1 January 2015 residual values in 2014 or 2013. The shares in Multiconsult Polska (previously WS Atkins-Polska) were acquired in 2014. Refer to the Group's note on business combinations. There were no mergers in 2014.

There are no significant restrictions on the company's ability to gain access to or use the Group's assets and settle the Group's obligations. Associated companies and joint ventures Carrying amount 31 December Acquisition Voting Ownership Company 1) date Business office share share 2014 2013 LINK arkitektur AS 2008 Oslo 33,4 % 32,0 % 38 845 38 845 Norplan AS 2003 Oslo 50,0 % 50,0 % 598 973 Norplan Tanzania Ltd 2013 Tanzania 49,0 % 49,0 % 2 050 2 050 Newplan Ltd 2013 Uganda 40,0 % 40,0 % 250 250 FPS AS 2013 Oslo 36,0 % 36,0 % 367 367 Total associated companies and joint ventures 42 110 42 485

1) Norplan AS is a joint venture, the others are associated companies. Note 16 Leasing and other payment obligations Leasing of assets not recognised in the balance sheet: Note 17 Other current liabilities Future lease payments (minimum payments under non-cancellable operating lease agreements, including joint expenses) As of 31 December 2014 Amounts in NOK thousand 2014 2013 Property, Office plant and Salaries payable, vacation pay, bonus, earnings distribution etc 146 694 137 310 Amounts in NOK thousand premises equipment Total Owed to subconsultants and fees 13 461 20 723 Due within 1 year 97 067 3 960 101 027 Other accrued expenses 25 561 26 643 Due after more than 1 year, but within 5 years 382 340 382 340 Due after more than 5 years 514 221 514 221 Received prepayment of revenues 27 954 88 412 Total 993 628 3 960 997 588 Other 1 952 6 645 Total other current liabilities 215 621 279 733 As of 31 December 2013 Property, Office plant and Amounts in NOK thousand premises equipment Total Due within 1 year 97 927 4 237 102 164 Note 18 Provisions and non-current receivables and shares Due after more than 1 year, but within 5 years 389 849 389 849 Due after more than 5 years 603 778 603 778 Amounts in NOK thousand 2014 2013 Total 1 091 555 4 237 1 095 791 Shares 566 391 The amounts in the table are not discounted. Other non-current receivables 7 649 5 692 Total non-current receivables 8 215 6 083 See note 7 Other operating expenses for leasing expenses in 2014 and 2013.

Leasing of office premises mainly concerns the company's premises in Norge. The lease of the head office in Oslo comprises NOK 45.3 million annually until it partially ceases in 2018. The leasing agreements have varying Provisions for project responsibilities 1) 28 385 43 000 durations, where the longest period is until 2030. In most agreements, the annual lease payment is index regulated. Future index regulations are not included in the amounts in the tables. Total provisions 28 385 43 000

The following significant leasing arrangements and renewal options exist as of 31 December 2014: 1) Refer to note 19 to the consolidated financial statements for a description of provisions for

Location (amounts in NOK thousand) Annual lease Duration Option project responsibilities. Nedre Skøyenveien 2 (head office) 29 200 2028 no Hoffsveien Skøyen (part of head office) 3 100 2018 + 5 years Skøyen Atrium (part of head office) 13 000 2022 5 + 5 years Fredrikstad 5 600 2019 5 + 5 years Drammen 3 600 2018 5 + 5 years Nesttun Bergen 6 000 2022 5 + 5 years Nesttun Bergen 12 500 2030 5 + 5 years Midt Sluppenvn. 11 100 2021 + 3 years Nord, Kvaløyvn 10 300 2026 no

Office premises in Oslo and Fredrikstad are sublet Agreed sublease income As of 31 December Amounts in NOK thousand 2014 2013 Due within 1 year 4 203 4 203 Due after more than 1 year, but within 5 years 11 662 14 272 Due after more than 5 years 1 593 3 185 Total 17 457 21 660

Note 21 Transition from Norwegian generally accepted accounting policies (NGAAP) to simplified IFRS Note 19 Related parties Statement of changes in equity Multiconsult AS The company's related parties are: Key management personnel, Close members of the family of a person and entities that are controlled or jointly controlled TREASURY SHARE TOTAL PAID-IN RETAINED REMEASUREMENT by any of these. Owners with significant influence, which are assessed to be WSP Europe AB and Stiftelsen Multiconsult. Amounts in NOK thousand SHARE CAPITAL SHARES PREMIUM CAPITAL EARNINGS PENSIONS TOTAL EQUITY 31 December 2012 - NGAAP Note 13125 -8 13320 26437 382192 0 408629 Remeasurement defined benefit obligations 0 0 0 0 0 -92 228 -92 228 The company's subsidiaries, joint ventures and associated companies. Refer to the note to the consolidated financial Adjustment revenues and losses on receivables, after income taxes 7,8 0 0 0 0 12 118 0 12 118 Total implementation of simplified IFRS 1 January 2013 0 0 0 0 12 118 -92 228 -80 110 statements for information on transactions with and and remuneration to key management personnel and owners with 1 January 2013 - simplified IFRS 13 125 -8 13 320 26 437 394 310 -92 228 328 519 significant influence. 31 December 2013 - NGAAP Note 13125 -7 13320 26438 447250 0 473688 Remeasurement defined benefit obligations 1 January 2013 1 0 0 0 0 0 -92 228 -92 228 Remeasurement defined benefit obligations 2013 1 0 0 0 0 44 510 -63 136 -18 626 Effect change in tax rate on pensions 1 0 0 0 0 618 -2 158 -1 540 Transactions and balances with joint ventures and associated companies. Reversal goodwill amortisation 4 0 0 0 0 9 261 0 9 261 Change in fair value derivatives, after income taxes 5 0 0 0 0 -400 0 -400 Amounts in NOK thousand 2014 2013 Adjustment revenues and losses on receivables, after income taxes 7,8 0 0 0 0 16 972 0 16 972 Total implementation of simplified IFRS 31 December 2013 0 0 0 0 70 961 -157 521 -86 560 31 December 2013 - simplified IFRS 13 125 -7 13 320 26 438 518 211 -157 521 387 128 Revenues 33 242 6 423 Expenses 15 504 13 602 Dividends received, capital repaid 4 141 1 600 The notes in the table above refer to the notes in the Group's note 25 Transition from Norwegian generally accepted accounting policies (NGAAP) to IFRS. See the Group note for additional Receivables 8 224 1 307 information. Liabilities 1 953 2 237 The main difference between the parent company and the Group is that the parent company still recognises dividends payable according to NGAAP, as a liability and reduction in equity in the Guarantees given 4 100 4 100 financial year the dividends relate, when the dividends are approved by the General Assembly no later than at the same time as the adoption of the annual financial statements. Furthermore, the parent company does not recognise share of profit from associated companies and joint ventures. In Desember 2013, the company acquired 49% of the shares in Norplan Tanzania Ltd and 40 % of the shares in Newplan Ltd from Norplan AS for a total consideration of NOK 1,351 thousand. In 2014, Norplan AS repaid NOK 375 thousand of the paid-in capital and paid NOK 2,167 thousand in dividends to the company. Refer to the note to the consolidated financial statements for more details on transactions with joint ventures and associated companies.

Transactions and balances with subsidiaries Receivables Liabilities Purchases Sales Guarantees Amounts in NOK thousand 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 Multiconsult Voss AS 1) 41 24 137 203 918 1 776 229 0 0 0 Multiconsult Stord AS 2) 2 340 38 0 0 0 211 0 0 0 Multiconsult UK Ltd 3) 205 667 677 20 7 405 1 312 363 0 24 299 21 111 Multiconsult Asia Pte Ltd 119 246 828 2 006 828 3 534 230 0 0 0 Analyse & Strategi AS 503 269 211 228 742 696 2 586 0 0 0 Multiconsult Polska 0 NA 0 NA 0 NA 0 NA 8 674 NA Helge Lindeflaten AS 4) 0 NA 0 NA 0 NA 0 NA 0 NA Total 3 208 1 244 1 853 2 457 9 893 7 318 3 619 0 32 973 21 111 1) Merged into Multiconsult AS on 1 January 2015 2) Previously Vest Consult AS 3) Previously Norplan Hydropower Ltd 4) Merged into Multiconsult Stord AS on 1 January 2015 In 2013, the company established the subsidiary Multiconsult Asia Pte Ltd in Singapore, with a capital contribution of NOK 1,000 thousand. In 2014, the company acquired Multiconsult Polska and Helge Lindeflaten AS, see the note to the consolidated financial statements on business combinations.

Purchases of shares in the companies from external parties are not included, since that is not considered related party transactions.

Note 20 Events after the reporting period

On 30 January 2015, the court (Bergen Tingett) delivered a judgement in the Grønnvik case, and the company was found not liable for all damages claimed by Studentsamskipnaden i Bergen. The case has been appealed by the counterparty, and is therefore not enforcable. Refer to note 19 to the consolidated financial statements on provisions for more information.

2 MULTICONSULT ANNUAL REPORT 2013

CHIEF EXECUTIVE OFFICER CHRISTIAN NØRGAARD MADSEN «In Norway we will never be the cheapest, but we can be the best. Expertise is therefore vital to our ability to successfully compete in international markets» ANNUAL REPORT Sundvollen Declaration, 7 October 2013 THE SPIRIT OF THIS STATEMENT by the new we have many excellent partners Norwegian government is perfectly in line with the fact and customers who want our that Norway has a large number of very highly skilled advice and project documentati- consultants and planners. Thanks to the speed at on prepared by us, for a variety of which our country has developed, and the strong emp- minor and major projects. hasis on education and training, we are a world leader 2013 in technology, planning and project management. And THE THOUSANDS of projects we’re not actually even most expensive. that we carried out in 2013 all Every day our customers put to the test our contributed in their own ways to expertise and ability to combine technical innovation build up the expertise of both with safe, green and durable solutions. By doing so individuals and Multiconsult they stimulate our creativity, helping both society as a whole, particularly at the and Multiconsult to develop. We have been working interface with customers and partners. Over the past IN 2013 WE ALSO formally esta- on sustainable solutions since the early 20th century, year we took on almost 300 new members of staff blished a subsidiary in Singapore in which means that we have over a century of experien- within the Group, 260 of whom joined Multiconsult AS. order to build on our longstanding ce to draw on. We recruited over 200 people ourselves, while a good presence in that market, which is 50 people joined us through the acquisitions of three related to Norwegian cutting-edge AT THE START OF 2013 we launched our new stra- companies: Infratech in Skien, Vest-Consult on the expertise in underground works, oil tegy for the period leading up to 2017. The strategy, island of Stord and NTE Energiutvikling in Steinkjer/ and gas facilities and renewable which is known as 3-2-1, has been successfully em- Trondheim. These acquisitions support our new stra- energy. Our part-owned subsidiary bedded and implemented at the company. The number tegy, including our aim of achieving strong growth in Norplan AS has for many years 3 refers to greater profitability. We shall continuously the oil, gas and energy sector. held ownership interests in two strive to improve profitability, which involves creating We have already positioned ourselves as a strong African companies. Towards the solutions that are efficient for both our customers number one player in energy. Growth has been driven end of 2013, Multiconsult AS and Multiconsult. The number 2 represents growth, by big contracts – both at home and overseas – in bought Norplan’s shares in those and our aim of doubling turnover over the period the fields of new hydropower projects, wind power companies. This will lead to an covered by the strategy. This will provide the basis planning and environmental studies and impact even greater focus on the energy for constant renewal, and will enable us to recruit new assessments. Together with our strategic partners and oil and gas markets in East highly-skilled members of staff, whether experienced we are planning and developing the projects that will Africa. or newly qualified. The number 1 means that we want enable us to continue building up our national wealth On a daily basis the media to occupy first place. In other words, be the very best. in a sustainable way, as well as working on new oil and quote experts predicting a variety We have also set ourselves a target of being the most gas projects. of future scenarios that contradict high-profile consultancy in Norway, and the one with Norway is planning major investments in one another. As everyone knows, the best reputation. We shall become better at getting transportation and infrastructure, and we have won we live in a dynamic world, where media coverage for our highly competent staff and our projects in both the highway and rail segments. These the only certainty is uncertain- projects. Visually we made a lot of changes in 2013, by include various small and large road and cycle proje- ty. At Multiconsult we prepare both changing our logo and introducing a new visual cts, which are currently progressing well. Meanwhile, ourselves thoroughly every single identity. We are also on track in terms of improving with the help of excellent partners we were able to win day. That preparation, combined profitability. In 2013, Multiconsult AS achieved an the new Follo Line contract, which is for one of the with our financial and organisa- operating profit of NOK 144.3 million, up 18 percent biggest and most exciting projects in Norway. tional strength, puts us in a great over the previous year. However, there is still plenty Internationally, 2013 was the first year for our new position to achieve continued of room for improvement in terms of efficiency and employees in the energy sector at Norplan Hydro- success in the future, however our coordination, so we are continuing to increase our power Ltd. in the UK. Our marketing and integration markets develop. We will never be efforts in those areas. efforts are now bearing fruit, by bringing in additional the cheapest, but we can be the In 2013 the Group’s turnover rose by 15 percent expertise, encouraging mobility and enabling efficient/ best. Multiconsult will seek to be to a new record high of NOK 2,119 million. The most cost-effective implementation of energy projects all the very best, each and every day. important driver of this performance was the fact that over the world.

Contents CEO’s message 2 Balance sheet at 31 December 10 Key ﬁgures 3 Notes 12 Directors’ report 4 Cash flow statement 27 Environmental reporting 8 Auditor’s report 28 Proﬁt and loss account 9 Address list 30 MULTICONSULT ANNUAL REPORT 2013 3 4 MULTICONSULT ANNUAL REPORT 2013

KEY FIGURES DIRECTORS’ REPORT

In NOK thousands king systematically to improve their HSE perfor- SUMMARY mance, and a number of parameters are reported regularly. Our working environment committees KEY FIGURES GROUP OPERATING REVENUE 2009-2013 Multiconsult is a complete supplier of consultancy have been revitalised, and a new agreement on a and design services, with its operations divided into joint company health service was signed in 2013. In NOK millions 2013 2012 the following business areas: Buildings and Proper- The latter will come into force in 2014. The results ties; Industry; Oil and Gas; Energy; Transportation of an employee survey carried out in autumn 2 119 Operating revenue 2 118 663 1 850 271 & Infrastructure; and Environment & Natural Re- 2013 were good, and all our regions are following sources. The parent company has large, multi-dis-

1 850 up areas for improvement. In April we introduced Operating 138 769 123 023 1 739 ciplinary organisational units with regional offices fPortal, a new system for promoting continuous proﬁt/loss located in Norway’s biggest cities, and at the close improvement and reporting non-conformities. This 1 523 of 2013 it had a total of 1,500 employees.

1 409 has resulted in greater reporting of adverse events Profit for the year 96 888 94 571 In 2013 the Group’s gross operating revenue and near misses. rose by 15% to NOK 2,119 million. Net operating Total sickness absence remained at satis- revenue came to NOK 1,803 million, which was up factory levels, and in 2013 the absence rate was 12%. Operating profit amounted to NOK 139 million, 3.5% (3.7% in 2012). up 13% from the previous year. International proje- All of Multiconsult’s offices with more than five Total assets 1 142 886 971 851 cts represented 7% of turnover. employees are to be certified as Eco-Lighthouses. Oslo, Drammen, Tromsø, Trondheim, Fredrikstad Equity 461 627 409 568 OUR BUSINESS and Moss had been certified by the end of 2013, and the remaining offices will be certified in 2014. Multiconsult’s business concept is to supply multi- Equity ratio 40 % 42 % These environmental accounts are included in the 2009 2010 2011 2012 2013 disciplinary consultancy and design services that annual report. add value for customers, society, shareholders, Operating revenue is stated as gross operating revenue. Multiconsult Group. employees and the company. Multiconsult also ETHICS AND CORPORATE SOCIAL offers ground surveys to map the condition of the RESPONSIBILITY soil and assess how to deal with potential pollution problems. Ethics and corporate social responsibility are im- 2013 OPERATING REVENUE BY OPERATING PROFIT 2009-2013 Multiconsult has 27 offices spread across the portant priorities. In recent years, Multiconsult has whole of Norway. The company’s head office is BUSINESS AREA (%) In NOK thousands invested significant resources in drawing up strict in Oslo. Multiconsult owns all of the shares in the corporate ethical guidelines. In 2013, the company strategic consultancy Analyse & Strategi, which maintained its focus on ethics, anti-corruption 138 769 does social impact studies, primarily in the fields activities and corporate social responsibility by of Buildings and Properties and Transportation

4 123 023 providing e-learning courses, having a full-time 12 & Infrastructure. Multiconsult also owns a 32% compliance offer and establishing a new position of ownership interest in the architectural firm LINK Environmental and CSR Manager. This has received 103 688 arkitektur AS. LINK arkitektur AS, which has offices a high profile amongst employees, as documented 36 92 005 in Norway and Sweden, is one of the largest archi- through the employee survey. tectural firms in Scandinavia.

29 951 72 Multiconsult has a UK subsidiary called Norplan MARKETS AND EXTERNAL RELATIONS Hydropower Ltd. This company will play an important role in Multiconsult’s push into the renewable In 2013 the state of the market varied between the 6 energy sector. In 2013 Multiconsult established sectors and regions where Multiconsult operates, 13 Multiconsult Asia Pte. Ltd as a subsidiary in Sin- but in general it was strong. gapore, as well as buying a 49% ownership interest The markets for Buildings & Properties, Oil & in Norplan Tanzania Ltd. in Dar es Salaam, Tanzania Gas and Energy were very good. Although the In- and a 40% interest in Newplan Ltd. in Kampala, dustry and Transportation & Infrastructure markets Buildings and Properties Transportation & Infrastructure Uganda. were also healthy in 2013, they were slightly slower than expected, but Transportation & Infrastructure Industry Energy 2009 2010 2011 2012 2013 HEALTH, SAFETY AND THE did finish the year on a strong note. Oil & Gas Environment & Natural Resources ENVIRONMENT The strong market for our Transportation & Operating profit is stated net of distributions under the Infrastructure, Buildings & Properties and Oil & Gas employee profit share scheme. Multiconsult Group. Employees In 2013 there were some major changes to Multi- business areas is expected to continue, driven by received NOK 10.5 million in 2009, NOK 6.0 million in 2010, consult’s HSE management system. In April a new higher investment going into 2014. International NOK 4.4 million in 2011, NOK 6.6 million in 2012 and NOK 12.2 HSE Manager and a new Environmental Manager projects are also becoming an increasingly impor- million in 2013. were appointed, and ensuring a systematic appro- tant part of our business. At the start of 2014, these ach to HSE has been a priority. All regions are wor- projects represented over 14% of our order backlog.

The cover picture is taken from the preliminary study for a pedestrian and cycle bridge over the River Alna in the Breivoll area. MULTICONSULT ANNUAL REPORT 2013 5 6 MULTICONSULT ANNUAL REPORT 2013

REPORT ON THE ANNUAL FINANCIAL STATEMENTS Accounts receivable and work in progress total approx. 40% of Our biggest new orders in 2013 included Campus Ås, the latest phase EMPLOYEES the company’s assets. The company has established procedures for of the Nyhavna project, the Follo line, the cultural centres at Bjørvika, The company is a going concern, and the 2013 financial statements have assessing the creditworthiness of customers, and the potential need the rehabilitation of Prinsensgate 26, EMES Prime Consulting Retail At the close of 2013, the parent company had 1,500 permanent been prepared on that basis. The Board bases its view on the company’s for bank guarantees or other risk-mitigating measures. Projects, the Damåsen-Saggrenda stretch of the E134 and detail employees, which represented a net increase of around 100 over the budgets and long-term, strategic forecasts for the coming years. Operating cash flow was positive. It is important for the company to engineering for the Hebron project in St. John’s, Canada. previous year. We are in a strong position to recruit both new gradua- In 2013, the Group’s gross operating revenue totalled NOK 2,119 be able to finance future growth through its own financial resour- Meanwhile, some of our biggest projects during the year were the tes and experienced professionals. million, an increase of NOK 268 million over 2012. Operating profit ces. At 31 December 2013, the parent company had no non-current latest phase of Nyhavna, the new Norwegian fighter base, Ski station, This is reflected by the good results that we achieved in the annu- was NOK 139 million, compared with NOK 123 million in 2012. Net liabilities, while the Group’s UK subsidiary had GBP 0.9 in non-current Neelum Jhelum in Pakistan, Campus Ås, consulting services for the al surveys carried out by Universum and Karrierebarometeret looking financial items came to NOK 3.1 million, while the tax expense was NOK liabilities. Mount Coffee Hydropower rehabilitation project, the rehabilitation at how attractive employers are to students. In 2013 we continued to 45.0 million. Profit after tax for the year was thus NOK 96.9 million. The company’s financial risk is considered moderate. of Prinsensgate 26, detail engineering for the Hebron project in St. cooperate closely with the higher education institutions where we do In 2013, the parent company’s gross operating revenue totalled John’s, Canada, the construction schedule for the E18 between the most of our recruiting. NOK 2,069 million, an increase of NOK 236 million over 2012. FUTURE PROSPECTS Swedish border and Ørje, the Frya-Vinstra stretch of the E6, the Competency development is one of the key factors that will allow Operating profit was NOK 144 million, compared with NOK 122 million cultural centres at Bjørvika, the Follo line and the Skrugard oil field. On Multiconsult to grow and develop. This is reflected in our day-to-day in 2012. Net financial items came to NOK 9.1 million, while the tax Although there is growing international competition in the market, a number of the projects, Multiconsult collaborated with WSP Europe operations. In 2013, we introduced new standards for target and expense was NOK 43.7 million. Profit after tax for the year was thus Multiconsult entered 2014 with an order book that was 45% higher AB, which is part of one of the largest engineering consultancies in development discussions. We improved the range of courses that we NOK 109.7 million. than at the start of 2013. While the overall market has improved, we Europe. WSP Europe AB owns a 24.7% ownership interest in offer, and we also invested in a new system for courses and training, as The Group did not have significant unrealised gains or losses are prepared for fluctuations in demand. Multiconsult. well as several major e-learning programmes. associated with securities or any other off-balance sheet items that The trends in 2014 are conflicting, with slightly greater uncertain- are not presented in the financial statements. ty surrounding the Norwegian economy being offset by prospects of a STRATEGY EQUAL OPPORTUNITY AND DIVERSITY The Group had NOK 462 million of equity, giving it an equity ratio slight improvement in the global economy. Multiconsult’s strategy has of 40.4%. The rest of the Group’s capital was made up of current allowed it to build up a robust business that is adapted to its markets In line with its company strategy, Multiconsult has developed into a We have managed to raise our proportion of female staff to 31%. liabilities (55.7%) and provisions for liabilities and charges (3.2%). and should be able to withstand difficult environments in some of the complete supplier of multi-disciplinary consultancy and design ser- There are three women and five men on the company’s Board of Di- The Group enjoys a strong liquidity position, and has no borrowing sectors where it operates. vices. Within the industry, it is seen as a Norwegian powerhouse with rectors. Our senior management team consists of two women and ten requirements. The financial investments of the Group are relatively Multiconsult will continue to focus on achieving strong profita- a strong international presence. In Norway, Multiconsult has large, men. 30% of technical staff are women, whilst 38% of administrative low-risk. bility, and we want to combine that goal with the long-term develop- multi-disciplinary offices in the biggest cities. staff are men. 18% of middle managers are women. The parent company and Group generated positive cash flow ment of the company. Multiconsult’s strategy is particularly focused on growth in the oil Both the Board and senior management believe in actively from operating activities. Over the year, the company made signifi- The Board believes that the company is in a good position to deal and gas, transportation and energy sectors. These areas have been working to increase the recruitment of women and in raising the cant investments in acquiring companies and in buying equipment to with whatever challenges the future holds. selected both because the company has strong expertise in them and proportion of women working at all levels of the company. raise efficiency and improve our operations, including a new drillship. because they have high demand. In line with this strategy, Multicon- At Multiconsult we do not discriminate on the basis of gender, APPROPRIATION OF PROFIT FOR THE YEAR sult bought NTE Energiutvikling, a company based in the county of physical disability, ethnicity, religion, etc. The Board and senior ma- Apart from the matters covered by the financial statements, the Nord-Trøndelag that operates in the renewable energy sector. Its nagement implement this through their recruitment, hiring and pay Board is not aware of any events that took place in 2013, or after The Board proposes that the parent company’s profit for the year of 30 employees will bring valuable expertise to the whole Multiconsult decisions, as well as by adapting the workplace where necessary and the end of the financial year, that are of material significance to an NOK 109,660,199 be allocated as follows: Group. through work on awareness-raising. assessment of the financial statements. The Board believes that the Transferred to other reserves NOK 65,058,659 In conjunction with revising our 3-2-1 strategy – “Multiconsult annual financial statements provide an accurate picture of the assets, Dividends NOK 44,601,540 2017” – we decided to further emphasise two main areas: increasing MANAGEMENT DEVELOPMENT liabilities, financial position and financial results of Multiconsult AS perceived quality and reinforcing our market position as the industry’s and the Group. The Board has assessed the company’s equity and liquidity after the leading enabler: “Made possible by Multiconsult”. Multiconsult constantly needs to raise the skills and capacity of both distribution of dividends, and has concluded that they are adequate line and project managers. Management development is therefore a FINANCIAL RISK based on the scope of the company’s activities and the risks that it faces. key priority, which is allocated a lot of resources. In recent years, the RESEARCH AND DEVELOPMENT company has established its own management development pro- Most of the company’s long-term financial assets are pension plan FINAL THOUGHTS gramme, which is aimed at both line managers and project managers. assets, whilst the short-term assets are mainly bank deposits and Multiconsult invests heavily in both internal and external R&D. A large number of people have attended these training programmes. fixed income funds. The company’s interest rate risk mainly relates We are highly competitive, and are in a good position to serve the Internally, R&D activities are normally organised through conferences to the pension plan assets. The company is exposed to currency market that we operate in. and projects within the 24 competence networks that draw together GENERATING FINANCIAL RESULTS risk through ongoing international projects, which have fees fixed in Our employees work very hard to ensure that Multiconsult is staff from across the whole company. External R&D activities are foreign currencies. For some of these contracts, hedging instruments successful. The Board would like to thank the company’s employees mainly carried out in collaboration with Norwegian and international In recent years, Multiconsult has managed to achieve strong financial have been used to reduce the risk. This currency risk is considered and managers for all of the hard work that they put in to ensure that research institutions, strategic business partners and customers, results in parallel with the company expanding significantly. In 2013 moderate, but not of sufficient magnitude to affect any valuation of Multiconsult achieves the goals that it has set for itself. normally with 3-5 years’ financial support from the Research Council the Group achieved an operating profit of NOK 139 million, after the company. of Norway. In addition we collaborate closely with NTNU on PhDs, with deducting the NOK 12.2 million allocated to our employees through each doctorate normally taking three years. our profit-share scheme, and after significant investments in projects SKSKØYEN, 19 MARCH 2014 that will enable Multiconsult to continue developing in the future. The ORGANISATION – STRUCTURAL CAPITAL parent company’s profit margin was higher in 2013 than in 2012, and was roughly in line with the improvements targeted by the company. In order to ensure that our work is of a high quality and that our qua- We maintained a strong liquidity position throughout the year. SSteinarteinararar MejlMejlænder–Larsenænder–Larsen Siv Axelsson JarlJarlea eRo Rothth Espen Robertsen lity control procedures are reliable, in recent years the company has For certain disciplines, and in certain regions, the market was Styreleder implemented a structured quality management system. This system challenging. This meant that in some areas the company’s capacity was further updated in 2013, so as to make it more user friendly for all utilisation was too low. The company also had significant impairment areas of our project portfolio. charges relating to a few projects. Harald Strand FFreddyreddy HHolstadoolstad Kari Medby Loland GørildGøriG ld ThuenThuenhuehuhuuee JensenJensen Multiconsult has modern and efficient premises throughout Norway. Office capacity is being expanded in stages in order to facilitate growth.

ChristiaChristiannNø NNøNørgaardørgaard Madsen Chief Executive Officer 7 8 MULTICONSULT ANNUAL REPORT 2013

BOARD OF DIRECTORS ENVIRONMENTAL REPORTING MULTICONSULT’S STRATEGY for the period 2013-2017 states that THE FOLLOWING ENVIRONMENTAL PARAMETERS sustainable development shall be one of the defining characteristics ARE INCLUDED IN MULTICONSULT’S ENVIRONMENTAL of the company. Our actions and our advice shall focus on sustainable REPORTING solutions, and HSE shall have priority over financial considerations. Specific environmental goals have been established for the ENERGY: The energy consumption of buildings is based on electri- period covered by the strategy, which comprise individual targets for city consumption and district heating at the company’s offices. purchasing, travel, energy consumption and waste generation and management. In 2013, all of our offices with more than five employees TRANSPORT AND MACHINERY: Business travel by car includes have worked on becoming Eco-Lighthouse certified. Oslo, Drammen, use of a private car, company car or hire car for business purposes. Tromsø, Trondheim, Fredrikstad and Moss were certified by the end of Flights includes the number of return flights reported by the company 2013, and the remaining offices will be certified in 2014. travel agency, and is calculated using average flight distances for Multiconsult aims to develop a culture of environmental aware- domestic flights in Norway, short-haul flights (Europe) and long-haul ness amongst all of its employees, through its management of the flights. The fuel consumption of machinery includes fuel used by company and project implementation. drilling rigs, HGVs and boats. The figures reveal that the indicators have been relatively stable in recent years, but we are beginning to see some positive trends. Tra- PURCHASING AND OFFICE SUPPLY CONSUMPTION: Paper STEINAR MEJLÆNDER-LARSEN KARI MEDBY LOLAND HARALD STRAND vel has been reduced, with both the number of flights and kilometres consumption is based on use of A3 and A4 sheets, as well as graph CHAIRMAN OF THE BOARD driven being lower than last year. That has resulted in significantly paper. lower CO2 emissions. The proportional allocation of fuel to business travel and machinery may not be entirely accurate, but the figures WASTE: Waste from our office activities is sorted into waste for do undoubtedly show that our fuel use has decreased. The introdu- recycling, general waste, hazardous waste and electronic waste. ction of video conference rooms and Lync have been the keys to the improvement. Paper consumption has also been reduced, partly EMISSIONS TO AIR: CO2 emissions are calculated as the sum of thanks to the introduction of Secureprint. The increase in energy CO2 equivalents from the energy consumption of buildings (electri- consumption can be explained by the fact that the 2013 figures are city and district heating), and from operational activities, including more comprehensive. Procedures for collecting figures have been transport (such as business travel by car and flights) and the use of improved as a result of the Eco-Lighthouse certification of the whole drilling machinery and equipment. business.

2013 ENVIRONMENTAL REPORT

ENVIRONMENTAL INDICATOR Unit1 2011 2012 2013

SIV AXELSSON GØRILD THUEN JENSEN ESPEN ROBERTSEN ENERGY Area efficiency1 m2/full-time equivalent employee 36 34 30 Energy consumption of buildings1 kWh/full-time equivalent employee 4890 5016 5583 Energy consumption of buildings kWh/m2 136 145 185 TRANSPORT Business travel by car km/full-time equivalent employee 2685 1949 1876 Domestic flights number/full-time equivalent employee 3,0 3,4 2,2 International flights number/full-time equivalent employee 0,5 0,4 0,2 Fuel consumption of machinery litres/full-time equivalent employee 77 83 47 PURCHASING AND OFFICE SUPPLY CONSUMPTION Total paper consumption1 kg/full-time equivalent employee 31 32 22 WASTE Total waste1 kg/full-time equivalent employee 114 1652 121 FREDDY HOLSTAD JARLE ROTH Non-recycled waste % 52 % 53 % 53 % Recycled waste % 48 % 47 % 47 % EMISSIONS TO AIR tonnes of CO /full-time CO emissions 2 1,7 1,6 1,2 2 equivalent employee

1. All of Multiconsult’s FTEs are included in the figures. Offices with fewer than five employees have been excluded from consumption figures, e.g. for office space, energy consumption, paper consumption and waste quantities. The figures presented per FTE are therefore slightly better than the true situation. 2. A major relocation was carried out in Oslo in 2012, which led to unusually high levels of waste that year.

MULTICONSULT ANNUAL REPORT 2013 9 10 MULTICONSULT ANNUAL REPORT 2013

PROFIT AND LOSS ACCOUNT 2013 BALANCE SHEET AT 31 DECEMBER 2013

Figures in thousands of NOK Figures in thousands of NOK

PARENT COMPANY GROUP

PARENT COMPANY GROUP 2012 2013 Note ASSETS Note 2013 2012

2012 2013 Note Note 2013 2012 FIXED ASSETS

OPERATING REVENUE AND EXPENSES Intangible assets

6 945 6 345 6 Software 6 6 725 6 961 1 832 597 2 068 504 3, 4 Gross operating revenue 3, 4 2 118 663 1 850 271 50 401 42 842 6 Goodwill 6 53 442 52 801 Cost of sub-consultants and fees passed on -242 944 -320 526 -315 772 -240 113 to clients 57 346 49 187 Total intangible assets 60 167 59 762 1 589 653 1 747 978 3, 4 Net operating revenue 3, 4 1 802 891 1 610 158 Tangible assets 1 163 507 1 277 338 5, 13 Wages, salaries, etc. 5, 13 1 322 172 1 178 813 40 591 49 364 6, 7 Depreciation and impairment losses 6, 7 52 941 41 346 2 013 1 904 7 Sites, buildings and other real property 7 2 196 2 013 263 834 276 953 5, 7, 17 Other operating expenses 5, 7, 17 289 009 266 976 60 680 67 380 7 Fixtures, ﬁttings, plant, etc. 7 68 885 61 094 1 467 931 1 603 655 Total operating expenses 1 664 122 1 487 135 62 693 69 284 Total tangible assets 71 081 63 107 121 722 144 323 Operating proﬁt/loss 138 769 123 023

Financial assets

FINANCE INCOME AND COSTS 9 216 22 791 2, 8 Investments in subsidiaries 2, 8 143 3 938

Profit/loss on investments in associates and 39 818 42 485 9 Investment in joint ventures and associates 9 35 948 39 200 -- 9 -4 319 2 068 jointly controlled entities Investments in shares and ownership 639 533 538 639 9 206 9 668 20 Finance income 20 8 166 9 150 interests 115 923 121 280 10, 13 Other receivables and pension plan assets 10, 13 121 280 115 923 605 598 20 Finance costs 20 721 610 165 596 187 089 Total financial assets 157 909 159 700 8 601 9 070 Net finance income 3 126 10 608 285 635 305 560 Total fixed assets 289 157 282 569 130 323 153 393 Profit before taxation 141 896 133 631

38 541 43 733 14 Tax on proﬁt for the year 14 45 008 39 060 CURRENT ASSETS 91 782 109 660 Proﬁt/loss for the year 96 888 94 571 Receivables

402 436 450 804 4, 9, 18 Accounts receivable 4, 9, 18 463 579 406 202 TRANSFERS 17 929 32 848 9 Other receivables 9 33 932 16 571 56 366 65 058 Transferred to/from other reserves 52 286 59 155 35 416 44 602 Dividends 44 602 35 416 420 365 483 651 Total receivables 497 511 422 773

91 782 109 660 Total transfers 96 888 94 571 260 119 340 196 19 Cash and cash equivalents 19 356 218 266 509

680 484 823 847 Total current assets 853 729 689 282

966 119 1 129 407 TOTAL ASSETS 1 142 886 971 851 MULTICONSULT ANNUAL REPORT 2013 11 12 MULTICONSULT ANNUAL REPORT 2013

PARENT COMPANY GROUP

2012 2013 Note EQUITY AND LIABILITIES Note 2013 2012 NOTES Figures in thousands of NOK EQUITY

Paid-in capital NOTE 1 ACCOUNTING POLICIES 13 125 13 125 11 Share capital 11 13 125 13 125

-8 -7 11 Treasury shares 11 -7 -8 The financial statements have been prepared in accordance with their fair value. Current liabilities are carried at their nominal value on 13 320 13 320 Share premium account 13 320 13 320 the Norwegian Accounting Act of 1998. The accounting policies are the initial date. 26 437 26 438 Total paid-in capital 26 438 26 437 described below. Certain items have been measured using different principles, as set out below. Retained earnings Consolidated financial statements The consolidated financial statements include Multiconsult AS and Use of estimates 382 192 447 250 Other reserves 435 189 383 131 all subsidiaries in which Multiconsult has a direct or indirect ownership The preparation of the financial statements in accordance with ge- 382 192 447 250 Total retained earnings 435 189 383 131 interest of more than 50%. All significant intra-group transactions nerally accepted accounting principles requires the company’s senior and balances have been eliminated. Uniform accounting policies have management to make certain estimates and assumptions that affect 408 629 473 688 12 Total equity 12 461 627 409 568 been used in the financial statements of all of the Group’s companies. the value of assets and liabilities on the balance sheet and reported Shares in subsidiaries have been eliminated in the consolidated revenue and expenses in the profit and loss account. Actual values LIABILITIES financial statements using the acquisition method. This means that may deviate from those estimates. the assets and liabilities of acquisitions are measured at fair value Provisions for commitments on the transaction date, and any difference between the purchase Foreign currency 14 361 2 679 13 Pension liabilities 13 2 679 14 947 price and the value of the net assets is classified as goodwill, which is Foreign currency items are translated at the exchange rate on the amortised over its useful life. balance sheet date. Discrepancies arising from exchange rate flu- 8 373 7 927 14 Deferred tax 14 7 707 8 204 Investments in jointly controlled entities and associates where ctuations are recognised under financial items. 24 650 22 090 15 Other provisions for liabilities and charges 15 25 696 25 725 the Group has an ownership interest of between 20% and 50% and exercises significant influence are accounted for using the equity Intangible assets Total provisions for liabilities and 47 385 32 696 36 082 48 877 method. The difference between the cost of the shares and the value Expenses involved in generating intangible assets, including the cost charges of the Group’s share of equity is initially attributed to the company’s of research and development, are capitalised if it is probable that the tangible assets and any excess is classified as goodwill. future economic benefits associated with the assets will flow to the Non-current liabilities company, and if their cost can be measured reliably. Intangible assets - - Liabilities to financial institutions 9 047 - Ordinary operating revenu that have been bought individually are carried at cost. Intangible Operating revenue is stated net of sub-consultants’ expenses and assets that have been obtained through an acquisition are carried - - Total non-current liabilities 9 047 - fees that are invoiced on to the client by Multiconsult, provided that at cost if they are eligible for capitalisation. Intangible assets with a Multiconsult’s profit on the operation is negligible. limited useful life are depreciated according to a schedule. Intangible Current liabilities Revenue is recognised when it accrues, in other words when en- assets are written down to their recoverable amount if the expected 66 617 89 682 9 Accounts payable 9 88 836 67 738 titlement to payment arises. This occurs when the service is provided, economic benefits do not justify the carrying amount, taking into over the course of the work being performed. Revenue is recognised account any remaining production costs. 43 680 43 739 14 Tax payable 14 44 994 43 961 at the value of the payment on the transaction date. 145 114 165 355 Social sec. cont., VAT and duties payable 169 961 147 553 Government grants Expenses Operating grants are recognised in the same period as the revenue 35 416 44 615 Dividends 45 615 35 416 As a general rule, expenses are recognised in the same period as the they are designed to supplement or the expense they are designed to 219 278 279 632 4, 9 Other current liabilities 4, 9 286 724 218 738 related revenue. Where an expense is not clearly linked to a specific help cover. stream of revenue, best judgement is used to allocate the expense. 510 105 623 023 Total current liabilities 636 130 513 406 Other deviations from the matching principle are specified where Parent company’s shares in subsidiaries 557 490 655 719 Total liabilities 681 259 562 283 relevant. Shares in subsidiaries are carried at cost in the parent company’s accounts. Investments are written down to fair value in the event of 966 119 1 129 407 TOTAL LIABILITIES AND EQUITY 1 142 886 971 851 General principles for the measurement and classification of other-than-temporary impairment. Dividends from subsidiaries are assets and liabilities recognised as financial income. Dividends from subsidiaries in excess SKØYEN,SK 19 MARCH 2014 Assets intended for long-term ownership or use are classified as of the subsidiary’s retained earnings over the period of ownership are non-current assets. Other assets are classified as current assets. considered repayment of the purchase price, and are recognised as a Receivables that are due for payment within a year are classified reduction in the cost of the shares. SSteinarteinararar MeMejlænder–Larsenjlænder–Larsen Siv Axelsson JarleJarla e Roth Espen Robertsen as current assets. Equivalent criteria have been used for classifying Styreleder current and non-current liabilities. Investments in jointly controlled entities and associates Non-current assets are valued at cost, but are written down In the parent company’s accounts, investments in jointly control- to fair value in the event of an other-than-temporary impairment. led entities and associates are measured using the historical cost Non-current assets with a limited useful life are depreciated acco- method. Investments are written down to fair value in the event of ot- Harald Strand FreddyFreddy HolstadHolsto ad Kari Medby Loland GørildGøriG ld ThuenThuenhuehuuuee JensenJensen rding to a schedule. Non-current loans are carried at their nominal her-than-temporary impairment and when necessary under generally value on the initial date. accepted accounting principles. Dividends received are recognised as Current assets are valued as the lower of the acquisition cost and financial income.

ChristianChristianNø NørgaardNNøørgaard Madsen Chief Executive Officer MULTICONSULT ANNUAL REPORT 2013 13 14 MULTICONSULT ANNUAL REPORT 2013

NOTE 3 ORDINARY OPERATING REVENUE

PARENT COMPANY GROUP Marketable financial instruments and securities at the estimated cost of the work, or at the net cost if the company Financial instruments that form part of the trading portfolio are is insured against losses. Estimates are based on the actual circum- 2013 2012 2013 2012 measured at fair value on the balance sheet date. Other securities are stances in each individual case. These liabilities are recognised under measured at the lower of average cost and fair value on the balance other provisions for liabilities and charges and are expensed when it is sheet date. Valuation gains and losses are reported under financial probable that a loss will be incurred. Business area: income and expenses. Consulting engineering and architecture 1 719 175 1 576 424 1 774 089 1 596 930 Pensions Hedging Pension liabilities (for funded pension plans) are measured at the Rent and other income 28 802 13 228 28 802 13 228 Financial instruments are classified according to the purpose for present value of the future pension benefits accrued on the balance which they were acquired. When the contract is signed, the instrument sheet date. A linear accumulation model and anticipated final salary Total net operating revenue 1 747 978 1 589 653 1 802 891 1 610 158 is defined either as a hedging instrument or as held for trading. Deri- are used as the basis for recognising pensions in the accounts. vatives designated as hedging instruments are accounted for using Pension plan assets are measured at market value on the balance By geographical market: the principles for cash-flow hedging under the Norwegian accounting sheet date. Net pension liabilities (pension liabilities less pension standard NRS 18. Unrealised gains and losses on hedging instruments plan assets) are classified as a non-current liability. The surplus of Norway 1 620 374 1 484 998 1 660 760 1 505 504 are not included on the balance sheet, but they are recognised overfunded pension plans is classified as a non-current receivable. through profit or loss when the underlying hedged item is settled. The net pension expense for the period (gross pension expense less International 127 603 104 654 142 131 104 654 estimated return on pension plan assets) is included under Wages, Fixed-price contracts salaries, etc. The gross pension expense is the present value of Total net operating revenue 1 747 978 1 589 653 1 802 891 1 610 158 Work on long-term, fixed-price manufacturing contracts is mea- pension benefits accrued over the accounting period and the interest Gross operating revenue 2 068 504 1 832 597 2 118 663 1 850 271 sured using accrual accounting. The percentage-of-completion is expense on pension liabilities. Changes to pension plans are spread calculated by estimating the percentage of the expected total cost over the remaining contribution period. The matching principle is used Gross operating revenue includes sub-consultants working as contractors, etc. that has been accrued. The total cost is continuously reviewed. For for the purposes of expensing defined contribution plans. Employer’s projects that are expected to result in a loss, the whole estimated loss NICs are included in the figures. is recognised immediately. Time-based contracts where the company is not responsible for financial results are recognised in the period Taxation when the work is done. The tax expense is based on the taxable pre-tax profit. Tax arising from equity transactions is recognised in equity. Tax consists of tax Receivables payable and net changes in deferred tax. The proportion of the tax Accounts receivable and other receivables are shown at the nominal expense attributed to profit on ordinary activities and to exceptional NOTE 4 FIXED-PRICE CONTRACTS value after provision for anticipated bad debts. items reflects the taxable profit in each category. Deferred tax and

deferred tax assets are shown net on the balance sheet. PARENT COMPANY GROUP Cash and cash equivalents Cash and cash equivalents includes cash, bank deposits and other Cash flow statement 2013 2012 2013 2012 assets maturing less than three months after their acquisition. The cash flow statement has been prepared using the indirect method. Liquid assets includes cash, postal giros and bank deposits. Revenue recognised for ongoing ﬁxed-price projects 464 007 222 178 464 007 222 178 Guarantees, servicing and complaints Accrued liabilities associated with completed projects are measured Costs linked to accrued revenue -305 967 -175 996 -305 967 -175 996

Net recognised proﬁt/loss on ongoing ﬁxed-price projects 158 040 46 182 158 040 46 182

NOTE 2 CREATION OF A CORPORATE GROUP Accrued revenue, including accounts receivable 139 661 109 270 141 742 109 940

Deferred revenue, included under other current liabilities 88 412 68 749 88 412 68 749 In 2009 the wholly-owned subsidiary Multiconsult RUS LLC was set shares in Infratech AS. As of 1 January 2013, Infratech AS was merged up with its registered office in St. Petersburg. The level of business and with Multiconsult AS. The merger used the pooling of interest method financial position of Multiconsult RUS LLC is negligible, and it is not for accounting purposes. included in the consolidated financial statements. On 1 September 2013, Multiconsult acquired all of the outstan- In December 2012, Norplan Hydropower Ltd. was established as a ding shares in Vest Consult AS. wholly-owned subsidiary, with its business office in Ashford (UK). The company has only been included in the consolidated financial statements from 2013 onwards, as its activities in 2012 were an insignificant part of the Group’s business. On 29 April 2013, Multiconsult acquired all of the outstanding MULTICONSULT ANNUAL REPORT 2013 15 16 MULTICONSULT ANNUAL REPORT 2013

NOTE 5 STAFF COSTS, NUMBER OF EMPLOYEES, REMUNERATION, LOANS TO EMPLOYEES, ETC. NOTE 6 INTANGIBLE ASSETS

PARENT COMPANY GROUP PARENT COMPANY GROUP

2013 2012 2013 2012 Software Goodwill Software Goodwill

Cost at 1 Jan. 34 950 124 048 34 974 127 048 Wages, salaries, etc. Acquisitions 4 164 7 913 4 719 18 914 Wages and salaries 988 109 901 611 1 024 846 913 177 Disposals 2 - 2 - Employer’s NICs 131 081 112 917 135 944 114 567 Cost at 31 Dec. 39 112 131 961 39 691 145 962 Pension expense (see note 13) 86 466 95 457 88 203 96 843

Other beneﬁts 71 682 53 522 73 179 54 226 Accumulated depreciation at 31 Dec. 32 767 85 520 32 966 88 920

Total 1 277 338 1 163 507 1 322 172 1 178 813 Net accumulated impairment losses at 31 Dec. - 3 600 - 3 600

Accumulated depreciation and impairment losses Number of full-time equivalents 1 411 1 296 1 461 1 312 32 767 89 120 32 966 92 520 at 31 Dec.

Carrying amount at 31 Dec. 6 345 42 842 6 725 53 442

Board of REMUNERATION OF KEY MANAGEMENT PERSONNEL CEO Depreciation for the year 4 762 11 872 4 953 14 672 Directors Impairment losses for the year - 3 600 - 3 600 Wages and salaries 2 649 790 Useful life 3 years 5-10 years 3 years 5-10 years Pension expenses 116 - Depreciation schedule Linear Linear Linear Linear Other remuneration 159 - Goodwill arising from the acquisition of Barlindhaug Consult AS will be amortised over 10 years, given the size and market position of the company.

Like all of the other employees, the CEO beneﬁts from the company’s proﬁt-sharing scheme. In 2013 the CEO exercised an option to buy 200 shares in the company, at a 30% discount to the share price when he became a permanent employee. No subscription rights, options or equivalent rights have been issued entitling employees or officers to subscribe to, buy or sell shares in the company.

In the event of being dismissed, the CEO is entitled to his full basic salary until he ﬁnds a new position or for a maximum of 12 months. The CEO has a bonus agree- Year of Year of ment that entitles him to a bonus in the event of budgeted targets being exceeded. A provision is made in the accounts for the bonus. GOODWILL ALLOCATED BY ACQUISITION: acquisition acquisitions No loans or guarantees have been provided to employees or shareholders. Kompas AS 2009 Multiconsult Voss AS 2012

Industriplan AS 2010 Infratech AS 2013

Stensrud AS 2010 Vest Consult AS 2013 PARENT COMPANY GROUP Hydpro AS 2011 NTE Energiutvikling 2013

AUDITOR Deloitte AS Others Deloitte AS Others Barlindhaug Consult AS 2011 Fees paid to Deloitte AS and collaborating companies:

Statutory audit 837 - 1 158 38

Tax advice 249 - 283 -

Other certiﬁcation services 97 - 97 -

Other consultancy 829 - 847 -

All of the above ﬁgures are stated excl. VAT. Other consultancy includes services in relation to enforcing our anti-corruption programme, IT security and ﬁnancial due diligence. MULTICONSULT ANNUAL REPORT 2013 17 18 MULTICONSULT ANNUAL REPORT 2013

NOTE 7 PROPERTY, PLANT AND EQUIPMENT NOTE 9 JOINTLY CONTROLLED ENTITIES AND ASSOCIATES

PARENT COMPANY GROUP Date of Registered Share of COMPANY Classification Shareholding Machinery, Machinery, acquisition office votes Buildings Buildings and plant, plant, and other other real fixtures and fixtures and LINK arkitektur AS Associate 01.06.2008 Oslo 33,4 % 32,0 % real property property fittings fittings Jointly controlled Norplan AS 01.01.2003 Oslo 50,0 % 50,0 % Cost at 1 Jan. 5 649 250 143 5 649 252 032 entity

Property, plant and equipment acquired - 36 034 316 37 414 Norplan Tanzania Ltd. Associate 19.12.2013 Tanzania 49,0 % 49,0 %

Disposals - 315 - 315 Newplan Ltd. Associate 19.12.2013 Uganda 40,0 % 40,0 %

Cost at 31 Dec. 5 649 285 862 5 965 289 131 FPS AS Associate 07.10.2013 Oslo 36,0 % 36,0 %

Accumulated depreciation at 31 Dec. 3 745 217 038 3 769 218 800

Net acc./rev. impairment losses at 31 Dec. - 1 446 - 1 446 Proﬁt/loss Equity at COMPANY VALUES Accumulated depreciation and impairment losses at 31 Dec. 3 745 218 484 3 769 220 246 for 2013 31/12/2013

Carrying amount at 31 Dec. 1 904 67 380 2 196 68 885 LINK arkitektur AS 9 700 51 784

Norplan AS 2 377 6 219 Depreciation for the year 110 27 853 134 28 415 FPS AS -5 1 009 Impairment losses for the year - 1 167 - 1 167

Useful life 10-50 years 3-8 years 10-50 years 3-8 years

Depreciation schedule Linear Linear Linear Linear OWNERSHIP INTERESTS Norplan Newplan LINK arki- ACCOUNTED FOR USING THE FPS AS Tanzania Norplan AS Total Ltd. tektur AS PARENT COMPANY GROUP EQUITY METHOD Ltd.

Lease agree- Annual lease Lease agree- Annual lease Opening balance 1 Jan. - - - 1 922 37 278 39 200 Description Location ment expires payments ment expires payments Investments during the year 367 272 1 079 - - 1 717 Offices Head office, Oslo 2018 40 611 2018 43198 - of which unimpaired goodwill ----23 83823 838 Offices Regional offices 2014-2030 46 149 2014-2030 46149 Share of proﬁt for the year -2 - - 240 3 104 3 342 Lease of other property, plant 3 493 3 542 and equipment Goodwill impairment charge -----3 405-3 405 Total annual rent for offices and other property, plant 90 253 92 889 and equipment: Previous years’ dividends -----4 256-4 256

Total proﬁt/loss on investments -2 - - 240 -4 557 -4 319

Other items (*) - - - 949 - 949 NOTE 8 SUBSIDIARIES 2013 dividend - - - - -1 600 -1 600 Share of Closing balance 31 Dec. 365 272 1 079 3 111 31 121 35 948 Registered votes and Proﬁt/loss Equity at office ownership for 2013 31/12/2013 (*) Other items comprise the effect of eliminating internal proﬁt on the sale of Newplan Ltd. and Norplan Tanzania Ltd. from Norplan AS to Multiconsult. interest

Multiconsult Voss AS Voss, Norway 100 % 811 2 759

Vest Consult AS Stord, Norway 100 % 802 2 301

Norplan Hydropower Ltd. London, UK 100 % -7 599 -3 941

Multiconsult Asia Pte. Ltd. Singapore 100 % 941 1 925

Analyse & Strategi AS Oslo, Norway 100 % 1 151 3 640 MULTICONSULT ANNUAL REPORT 2013 19 20 MULTICONSULT ANNUAL REPORT 2013

NOTE 10 RECEIVABLES FALLING DUE AFTER MORE THAN ONE YEAR

ACCOUNTS RECEIVABLE OTHER RECEIVABLES PARENT COMPANY GROUP

INTRA-GROUP BALANCES 2013 2012 2013 2012 2013 2012 2013 2012

Norplan AS 419 549 - - Pension funds 115 730 115 993 115 730 115 993

Analyse & Strategi AS 104 2 136 165 1 626 Other non-current receivables 5 549 -70 5 549 -70

LINK arkitektur AS 888 2 712 - - TOTAL 121 280 115 923 121 280 115 923

Multiconsult Asia Pte. Ltd. 246 - - -

Vest Consult AS 38 - - - NOTE 11 SHARE CAPITAL AND SHAREHOLDER INFORMATION Multiconsult Voss AS 24 32 - - Total share SHARE CAPITAL OF PARENT COMPANY AT 31/12/2013: Number of shares Par value Norplan Hydropower Ltd. 667 - - 740 capital

TOTAL 2 386 5 430 165 2 365 Shares 2 624 920 NOK 5 13 125

There is only one class of shares in the parent company. The negotiability of the shares is limited, in that they can only be sold or transferred to employees at Multiconsult companies and to the Multiconsult Foundation. ACCOUNTS PAYABLE OTHER CURRENT LIABILITIES When shares are transferred, the Multiconsult Foundation has pre-emptive rights at the price that a genuine buyer is willing to pay.

INTRA-GROUP BALANCES 2013 2012 2013 2012 OWNERSHIP STRUCTURE Share of No. of shares Shareholding Norplan AS 873 93 - - At 31/12/2013, the biggest shareholders in the company were: voting rights WSP Europe AB 649 061 24,7 % 24,7 % Analyse & Strategi AS 228 383 - 1 469 The Multiconsult Foundation 484 112 18,4 % 18,4 % LINK arkitektur AS 1 363 3 308 - - Brian Glover 52 059 2,0 % 2,0 % Multiconsult Asia Pte. Ltd. 2 006 - - - Jan Reidar H. Lindemark 52 059 2,0 % 2,0 % Multiconsult Voss AS 203 742 - - Ivar Eng 32 856 1,3 % 1,3 % Norplan Hydropower Ltd. 20 - - - Harald Strand 31 586 1,2 % 1,2 % TOTAL 4 694 4 527 - 1 469 Kjell E. Larsen 31 000 1,2 % 1,2 %

Trond Dahle 27 969 1,1 % 1,1 % Relationship with SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES Transaction Amount Multiconsult AS Johan H. Bertnes 27 802 1,1 % 1,1 %

Multiconsult Voss AS Sub-consultant Subsidiary 1 776 Finn Rasmussen 25 770 1,0 % 1,0 %

Multiconsult Asia Pte. Ltd. Sub-consultant Subsidiary 3 534 Total for shareholders owning > 1% 1 414 274 53,9 % 53,9 %

Analyse & Strategi Sub-consultant Subsidiary 696 Total for other shareholders 1 210 646 46,1 % 46,1 %

Norplan Hydropower Ltd. Sub-consultant Subsidiary 1 312 Total number of shares 2 624 920 100 % 100 %

LINK arkitektur AS Sub-consultant Associate 13 602 At the close of 2013, the company held 1,300 treasury shares. The cost price of the shares is NOK 70.

Norplan AS Purch. of shares Associate 2 300 SHARES OWNED BY BOARD MEMBERS AND CEO: Position No. of shares TOTAL 23 220

Freddy Holstad Board member 2 110

Harald Strand Deputy board member 31 586

Kjetil Moen Deputy board member 4 543

Christian Nørgaard Madsen CEO 3 000 MULTICONSULT ANNUAL REPORT 2013 21 22 MULTICONSULT ANNUAL REPORT 2013

NOTE 12 EQUITY

PARENT COMPANY GROUP PARENT COMPANY 2013 PARENT COMPANY 2012

Share Share Share Treas. Other Share Treas. Other Def. cont. Def. cont. prem. prem. Def. ben. plan Def. ben. plan capital shares reserves capital shares reserves plan plan acc. acc.

Equity at 1 January 13 125 -8 13 320 382 192 13 125 -8 13 320 383 131 Estimated pension liabilities -685 922 -834 -688 681 -97 822

Change in equity for the year Pension plan assets (at market value) 655 465 - 701 600 48 720

Dividends -44 602 -44 602 Actuarial gains/losses not recognised through proﬁt or loss 159 909 -1 808 110 928 33 092

Currency translation differences -227 Changes to pension plans not recognised through proﬁt or loss - - 6 015 -

Sale of treasury shares 1 1 Employer’s national insurance contributions accrued -13 721 291 -13 869 1 649

Proﬁt/loss for the year 109 660 96 888 Net pension liabilities incl. employer’s NICs 115 730 -2 351 115 993 -14 361

Equity at 31 December 13 125 -7 13 320 447 250 13 125 -7 13 320 435 189 Of which unfunded pension liabilities - - 2 679 - -3 300

CONSOLIDATED 2013 CONSOLIDATED 2012

Def. cont. Def. cont. Def. ben. plan Def. ben. plan NOTE 13 PENSION EXPENSE, PENSION PLAN ASSETS AND PENSION LIABILITIES plan plan

Estimated pension liabilities -685 922 -834 -688 681 -98 815 The company has set up pension plans that meet the statutory requirements. Multiconsult AS has two occupational pension plans: one defined contribution plan, and one defined benefit plan. Insurance benefits are the same under both plans. From 30 June 2013, recipients of insurance benefits under the Pension plan assets (at market value) 655 465 - 701 600 49 371 pension schemes do not continue to earn pension rights. In 2006 a defined contribution plan was introduced for all new employees hired on or after 1 July 2006, and 1,184 employees and 10 pensioners were Actuarial gains/losses not recognised through profit or loss 159 909 -1 808 110 928 33 092 members of the plan at the close of 2013. In 2013, the cost of contributions to the defined contribution plan was NOK 33.6 million including employer’s NICs, excluding the cost of insurance benefits conferring pension rights in the defined contribution plan during the first half of the year, which are included in the below table. Changes to pension plans not recognised through profit or loss - - 6 015 -244 At 31 December 2013, 346 current employees and 159 pensioners were members of the defined benefit plan. The plan entitles members to defined future benefits. These benefits are mainly dependent on number of years of contributions, salary level on reaching retirement age and the level of benefits Employer’s national insurance contributions accrued -13 721 291 -13 869 1 649 from the National Insurance Scheme. For the defined benefit plan, the premium for insurance covers without pension rights in the second half of the year was NOK 782,000, while other costs associated with the plan are included in the below table. Net pension liabilities incl. employer’s NICs 115 730 -2 351 115 993 -14 947 The company also pays pension benefits to one pensioner out of operating expenses. The company also has an agreement with one current employee to provide pension benefits until the age of 67 should he choose to take retirement or partial retirement before reaching the age of 67. Those benefits and Of which unfunded pension liabilities - - 2 679 - -3 300 the abovementioned benefits paid out of operating expenses are unfunded, but the cost of the liabilities is included in the table below.

PARENT COMPANY GROUP

2013 2012 2013 2012 ACTUARIAL ASSUMPTIONS USED IN THE ABOVE CALCULATIONS: 2013 2012

Present value of beneﬁts earned in the period 47 791 54 646 47 791 55 162 Expected return on pension funds 4,40 % 3,60 %

Interest expenses on the pension liability 29 955 29 767 29 955 29 806 Discount rates 4,10 % 4,20 %

Return on pension plan assets -25 148 -33 509 -25 148 -33 534 Expected salary increases 3,75 % 4,00 % Amortisation of changes in obligations arising from changes to 6 015 668 6 015 668 Expected annual adjustment of basic pension 3,50 % 3,75 % pension plans

Amortisation of actuarial losses 1 784 3 805 1 784 3 816 Expected pension increases 0,70 % 0,70 %

Net effect of terminating pension rights associated with Demographic assumptions have been taken from disability table KU and the new mortality table K2013, which assumes longer life expectancy. -4 483 - -4 483 - insurance beneﬁts at 30 June 2013

Net pension expense excl. employer’s NICs 55 914 55 377 55 914 55 918

Employer’s national insurance contributions accrued -1 831 6 914 -1 831 6 990

Net pension expense incl. employer’s NICs, but excl. 54 083 62 291 54 083 62 908 expensed contributions to deﬁned contribution plan. MULTICONSULT ANNUAL REPORT 2013 23 24 MULTICONSULT ANNUAL REPORT 2013

NOTE 14 TAX EXPENSE

PARENT COMPANY GROUP PARENT COMPANY GROUP

2013 2012 2013 2012 2013 2012 2013 2012

BREAKDOWN OF TAX EFFECT OF TEMPORARY THE TAX EXPENSE FOR THE YEAR COMPRISES THE FOLLOWING: DIFFERENCES: Tax payable 45 769 43 664 47 024 43 945 Fixed assets 5 753 3 004 5 586 3 009 Tax effect of group contributions - 1 469 - - Current assets 4 132 2 308 4 308 2 309 Adjustments to tax payable for previous years -1 603 - -1 603 - Liabilities and obligations -17 812 -13 686 -17 771 -13 522 Change in deferred tax -139 -6 591 -123 -4 884 Loss carryforwards - - 1 753 - Impact of changes to tax rules -294 - -290 - Off-balance-sheet deferred tax assets - - -1 583 - Tax on proﬁt for the year 43 733 38 541 45 008 39 060 Carrying amount of deferred tax assets/tax - 7 927 -8 373 -7 707 -8 204

Deferred tax assets have been recognised on the assumption of future proﬁts. RECONCILIATION OF NOMINAL AND ACTUAL TAX RATES: Deferred tax assets at one company in the group are not included on balance sheet. Proﬁt before taxation 153 393 130 323 141 896 112 094 RECONCILIATION OF DEFERRED TAX ON THE Expected income tax payable based on nominal tax rate (28%) 42 950 36 491 39 985 31 386 BALANCE SHEET

Deferred tax at 1 Jan. -8 373 -15 851 -8 135 -17 407 Tax effect of the following items: Change in deferred tax 139 6 591 123 4 884 Non-tax-deductible costs 970 528 994 456 Deferred tax arising from mergers and acquisitions 13 885 13 4 319 Non-taxable income -203 - -205 -751 Impact of changes to tax rules and rates 294 - 292 - Share of proﬁt from associates - - 1 657 181 Carrying amount of deferred tax (net) at 31 Dec. -7 927 -8 373 -7 707 -8 204 Gain on the sale of shares -47 - -47 -

Revaluation of shares - - - 392 RECONCILIATION OF TAX PAYABLE ON THE BALANCE SHEET Dividends -474 -447 -476 -1 198 Expensed tax payable -45 769 -45 132 -47 024 -45 413 Discounting of deferred tax/tax assets - - 1 583 - Tax on group contributions paid - 1 469 - 1 469 Impact of changes to tax rules and rates -294 - -285 - Other tax provisions - -516 - -516 Overprovided in previous years -1 603 - -1 603 - Excess tax paid in previous years 1 568 - 1568 - Other items 2 434 1 969 3 405 3 189 SkatteFunn scheme 461 500 461 500 Tax expense 43 733 38 541 45 008 33 654 Carrying amount of tax payable -43 739 -43 680 -44 994 -43 961 Effective tax rate 28,5 % 29,5 % 31,7 % 30,0 % MULTICONSULT ANNUAL REPORT 2013 25 26 MULTICONSULT ANNUAL REPORT 2013

NOTE 15 OTHER PROVISIONS FOR LIABILITIES AND CHARGES NOTE 18 GUARANTEES AND OTHER SURETIES

Parent company Group PARENT COMPANY GROUP

Provisions for project liability at 31/12/2012 24 650 24 650 2013 2012 2013 2012

Writeback of provisions made in 2012, resolved -4 350 -4 350 Guarantees given to customers 23 482 23 194 23 482 23 194

Paid out in 2013 -5 000 -5 000 Guarantees for other obligations 27 635 27 568 27 635 27 568

New provisions in 2013 6 790 6 790 Guarantees to subsidiaries 11 058 - 11 058 -

Provisions for project liability at 31/12/2013 22 090 22 090 Total guarantees and other sureties 62 175 50 762 62 175 50 762

Other liabilities and charges - 3 606

Provisions for liabilities and charges 22 090 25 696

The Multiconsult Group completes a signiﬁcant number of projects over the course of a year. Normally the company signs an agreement with the client limiting its liability. During the course of projects, shortcomings in the company’s services or damage as a result of its work may be uncovered, resulting in compensation claims being made against the Group. When it is overwhelmingly likely that a compensation claim will lead to Multiconsult having to pay compensation, the amo- NOTE 19 RESTRICTED CASH unt is estimated and an accounting provision is made. Several years can pass between a claim being made and compensation being paid.

The amount of compensation payable can vary signiﬁcantly. The provision made is calculated on the basis of the estimated cost including legal fees, excesses on Of the Group’s liquid assets, NOK 60.888 million constitute tax deductions or restricted cash for projects, of which NOK 59.941 million (49.828 insurance policies, compensation and interest. When it is overwhelmingly likely that right of recourse will apply, this is taken into account in the estimates. When a million in 2012) related to the parent company. compensation claim extends into a new year it is reassessed. Provisions are not discounted to present value.

NOTE 16 FINANCIAL MARKET RISK NOTE 20 FINANCIAL ITEMS Most of the company’s non-current financial assets are pension plan assets, and the majority of the company’s interest rate risk is associated with them. PARENT COMPANY GROUP The company is exposed to currency risk through revenue from overseas projects. The risk is associated with supplying engineering services from Norway to other countries. Several ongoing international projects have agreed rates in currencies other than NOK. Changes in the exchange rate between Norwegian kroner and foreign currencies can affect the company’s profit and loss account and equity. 2013 2012 2013 2012 In some cases, the company has chosen to use forward currency contracts to secure its cash flows. In such cases, the maturity dates of the forward contracts are designed to reflect the due dates for contractual cash flows (the hedged item), and the contracts are never allowed to FINANCE INCOME exceed the contractual cash flows in value. The company uses hedge accounting for forward currency contracts that form part of a documented hedging strategy. Unrealised gains Interest received from Group companies 58 77 - - and losses on currency contracts are recognised on maturity, in parallel with the cash flows from the hedged items. At 31 December 2013, there was an unrealised fair value loss of NOK 548,000 on the company’s forward currency contracts, which was not recognised in the accounts. The Other interest income 7 302 7 456 7 362 7 465 fair value of the forward contracts was obtained from the company’s bank, and was based on market assumptions. The forward contracts have Other financial income 562 29 658 41 maturity dates until 2018. Hedging instruments did not have a material impact on profit for the year. As the company historically has suffered few losses on bad debt, the risk of partners and clients being financially unable to fulfil their obligati- Dividends 1 746 1 644 146 1 644 ons is considered to be low. The company has a joint credit policy, and external assessments of creditworthiness are obtained for large customers who will have credit with the company. Finance income 9 668 9 206 8 166 9 150 Liquidity risk is the risk that you will be unable to pay your financial obligations when they are due. To manage liquidity risk, a strategy for liquidity management has been drawn up, which is implemented through liquidity budgets that are continuously reviewed. In order to provide the FINANCE COSTS company with financial flexibility, and thereby limit liquidity risk, a NOK 40 million credit facility has been arranged with the company’s bank. The credit facility had not been drawn on at the close of the year. Other interest expenses 23 128 145 133

Other ﬁnance costs 575 476 576 477

Finance costs 598 605 721 610 NOTE 17 RESEARCH AND DEVELOPMENT Net ﬁnance income 9 070 8 601 7 445 8 540 The company’s business involves providing engineering and architectural consultancy services, and developing new relevant products. The development costs are mainly salaries and other personnel costs. In 2013, approximately NOK 26 million (NOK 24 million in 2012) was expensed in total for research and development, including specialist training and Group events. MULTICONSULT ANNUAL REPORT 2013 27 28 MULTICONSULT ANNUAL REPORT 2013

CASH FLOW STATEMENT AUDITOR’S REPORT Figures in thousands of NOK

PARENT COMPANY GROUP

2012 2013 2013 2012

CASH FLOW FROM OPERATING ACTIVITIES:

130 323 153 393 Proﬁt before taxation 141 896 133 631

-43 096 -43 990 Tax paid -44 777 -43 560

40 591 44 598 Depreciation and impairment losses 48 175 41 346

- 1 167 Impairment losses on property, plant and equipment 1 167 -

- 3 600 Impairment losses on intangible assets 3 600 -

-1 719 -74 Proﬁt/loss on the sale of ﬁxed assets -74 -1 719

- -166 Profit/loss on the sale of financial fixed assets -166 -

-8 159 -14 053 Non-cash pension expense -14 053 -8 159

-437 -2 560 Change in provisions for liabilities and charges -2 890 2 832

-62 546 -45 685 Change in accounts receivable -53 199 -65 972

7 413 21 047 Change in accounts payable 22 813 9 967

41 130 60 890 Change in other current assets and other liabilities 71 227 39 716

103 502 178 166 Net cash flow from operating activities 173 719 108 082

CASH FLOW FROM INVESTING ACTIVITIES:

2 035 390 Proceeds from the sale of property, plant and equipment 390 2 035

-28 638 -39 477 Purchase of prop., plant and equip. and acquisition of intangible assets -41 727 -29 074

- 272 Proceeds from the sale of quoted shares 272 -

-8 962 -16 242 Purchase of ﬁnancial assets 1 542 -8 962

- -3 818 Cash impact of merger -3 818 -

- -2 800 Cash impact of purchase of assets and liabilities -2 800 -

- - Cash impact of other acquisitions -5 024 -

-35 564 -61 675 Net cash flow from investment activities -51 165 -36 000

CASH FLOW FROM FINANCING ACTIVITIES:

- 25 000 - Repayment of current liabilities - -25 000

74 - Cash impact of merger - 74

-31 481 -36 414 Dividends -41 893 -31 481

- - Issue of non-current liabilities 9 048 -

-56 407 -36 414 Net cash flow from ﬁnancing activities -32 845 - 56 407

11 530 80 076 Net change in cash and cash equivalents 89 708 15 673

248 589 260 119 Cash and cash equivalents at 1 Jan. 266 509 250 836

260 119 340 196 Cash and cash equivalents at 31 Dec. 356 218 266 509

+ refers to cash inflows and - refers to cash outflows MULTICONSULT ANNUAL REPORT 2013 29 30 MULTICONSULT ANNUAL REPORT 2013

ADDRESS LIST

ALTA LONGYEARBYEN STAVANGER* VISITING ADDRESS Løkkeveien 37 VISITING ADDRESS Vei 509.2 H0105 VISITING ADDRESS Stokkamyrveien 13, Inng. vest POSTAL ADDRESS Postboks 1011 POSTAL ADDRESS Postboks 425 POSTAL ADDRESS Stokkamyrveien 13 9503 Alta 9170 Longyearbyen 4313 Sandnes PHONE 78 10 12 00 PHONE 79 02 14 19 PHONE 51 22 46 00

BERGEN* MO I RANA STEINKJER VISITING ADDRESS Nesttunbrekka 99 VISITING ADDRESS Mo Industripark Teknobygget VISITING ADDRESS Sjøfartsgata 3 POSTAL ADDRESS Nesttunbrekka 99 POSTAL ADDRESS Postboks 417 POSTAL ADDRESS Postboks 2070 5221 Nesttun 8601 Mo i Rana 7708 Steinkjer PHONE 55 62 37 00 PHONE 73 10 62 38 PHONE 73 10 34 50

BODØ MOSS TROMSØ* VISITING ADDRESS Storgata 29 VISITING ADDRESS Dronningens gate 30, 2. et. VISITING ADDRESS Sjølundvegen 2 POSTAL ADDRESS Postboks 2274 POSTAL ADDRESS Dronningens gate 30 POSTAL ADDRESS Postboks 2274 9269 Tromsø 1530 Moss 9269 Tromsø PHONE 77 62 26 00 PHONE 69 38 39 00 PHONE 77 62 26 00

DRAMMEN* NARVIK TROMSØ, AVD. GEO VISITING ADDRESS Strømsø Torg 9 VISITING ADDRESS Fagernesveien 1 VISITING ADDRESS Fiolveien 13 POSTAL ADDRESS Postboks 2345 POSTAL ADDRESS Fagernesveien 1 POSTAL ADDRESS Postboks 2274 3003 Drammen 8514 Narvik 9269 Tromsø PHONE 31 30 24 00 PHONE 76 96 70 70 PHONE 77 60 69 40

EGERSUND OSLO (HEAD OFFICE)* TRONDHEIM* VISITING ADDRESS Sandakergaten 4 VISITING ADDRESS Nedre Skøyen vei 2 VISITING ADDRESS Sluppenvegen 23 POSTAL ADDRESS Postboks 223 POSTAL ADDRESS Postboks 265 Skøyen POSTAL ADDRESS Postboks 6230 Sluppen 4379 Egersund 0213 Oslo 7486 Trondheim PHONE 51 46 12 60 PHONE 21 58 50 00 PHONE 73 10 62 00

FREDRIKSTAD* OSLO TØNSBERG VISITING ADDRESS Sorgata 35 VISITING ADDRESS Drammensveien 147 VISITING ADDRESS Kilengata 2 POSTAL ADDRESS Postboks 1424 POSTAL ADDRESS Postboks 265 Skøyen POSTAL ADDRESS Postboks 1287 Trudvang 1602 Fredrikstad 0213 Oslo 3105 Tønsberg PHONE 69 38 39 00 PHONE 21 58 50 00 PHONE 33 74 40 30

GRIMSTAD SKI VADSØ VISITING ADDRESS Jon Lilletuns vei 3 VISITING ADDRESS Holtevegen 5 VISITING ADDRESS W. Andersensgt. 4, 3. et. POSTAL ADDRESS Jon Lilletuns vei 3 POSTAL ADDRESS Holtevegen 5 POSTAL ADDRESS Postboks 353 4879 Grimstad 1400 Ski 9811 Vadsø PHONE 37 40 20 00 PHONE 21 58 50 00 PHONE 78 94 21 30

KIRKENES SKIEN VØYENENGA VISITING ADDRESS Pasvikveien 2 VISITING ADDRESS Leirvollen 23 VISITING ADDRESS Ringeriksveien 175 POSTAL ADDRESS Postboks 79 POSTAL ADDRESS Leirvollen 23 POSTAL ADDRESS Ringeriksveien 175 9915 Kirkenes 3736 Skien 1339 Vøyenenga PHONE 78 99 49 40 PHONE 35 11 25 00 PHONE 21 58 56 00

KRISTIANSAND SORTLAND ÅLESUND VISITING ADDRESS Rigedalen 15 VISITING ADDRESS Rådhusgata 3 C VISITING ADDRESS Larsgårdsveien 4 POSTAL ADDRESS Rigedalen 15 POSTAL ADDRESS Postboks 183 POSTAL ADDRESS Postboks 1529 4626 Kristiansand 8401 Sortland 6025 Ålesund PHONE 37 40 20 00 PHONE 75 40 27 00 PHONE 73 10 62 00

* REGIONAL OFFICES PROJECT: Bergen Light Rail, phase 2 – nominated for engineering project of the year (awarded by the trade journal Byggeindustrien) MULTICONSULT ANNUAL REPORT 2013 31 32 MULTICONSULT ANNUAL REPORT 2013

LONGYEARBYEN

VADSØ

KIRKENES ALTA

TROMSØ

SORTLAND NARVIK

BODØ

MO I RANA

STEINKJER

TRONDHEIM

ÅLESUND

BERGEN HEAD OFFICE OSLO Nedre Skøyen vei 2, 0276 Oslo Postboks 265 Skøyen, 0213 Oslo VØYENENGA OSLO (HEAD OFFICE) Phone 21 58 50 00 DRAMMEN SKI Fax 21 58 50 01 TØNSBERG MOSS STAVANGER FREDRIKSTAD SKIEN [email protected] EGERSUND GRIMSTAD www.multiconsult.no KRISTIANSAND

Org. nr. 910 253 158

www.multiconsult.no Made possible by Multiconsult

2012 was a good year for Multiconsult's locations for an onshore terminal for oil from Norwegian and international customers – at Skrugard and Havis, Statoil decided to locate least, if demand for our services and positive the facility at Veidneset near North Cape. feedback from our customers are anything to We are also proud to have the young go by. consulting engineer of the year on our staff. Over the course of the year, we were The vote and award ceremony took place at involved in thousands of unique projects the autumn meeting of the Norwegian As- throughout Norway, as well as various sociation of Consulting Engineers (RIF). international projects in our areas of specialist Following the acquisition of Barlindhaug expertise. In our home market we have a Consult in spring 2011, Multiconsult started strong local and regional presence, and we integrating its operations in northern Norway believe strongly in the importance of having during the first half of 2012. This was a closely local knowledge about the needs of our cus- coordinated and successful process. Our strong tomers and partners. Cutting across that presence in northern Norway is giving us regional structure, we have strong business world-leading and cutting-edge expertise on areas, which coordinate capacity, expertise and Arctic conditions, and will allow us to expand Christian Nørgaard Madsen development requirements: Buildings and our activities in the far north. Chief Executive Officer Properties, Industry, Transportation and Our wholly-owned subsidiary Analyse & Infrastructure, Oil and Gas, Energy and Strategi had a profitable year, providing and will enable us to drive development Environment and Natural Resources. analysis and consultancy in the fields of throughout the value chain. Within the company, we did a lot of community development and economic We are proud of our long history, and of the strategic thinking last year, looking at how we development, amongst other things in fact that for more than 100 years we have want to position ourselves with our customers conjunction with Oslo's planned application to participated in Norway's development as a in the future. After a very thorough and syste- hold the 2022 Winter Olympics. modern and wealthy nation. In the history of matic review, we have unearthed some new Internationally, our decision to specialise in our company, there are many parallels with and exciting opportunities where the key areas such as renewable energy led to the Norwegian fairy tales. Fairy tales always have a success factors will be perceived quality and establishment of Norplan Hydropower Ltd. in hero. In our fairy tale, our customers and mem- our ability to further hone our specialist the UK. Staff at the company have given us bers of staff are the heroes. expertise. Our 3-2-1 strategy involves becom- new expertise and have helped to make us Multiconsult forms a part of recent ing the market leader. By acting as an enabler more competitive, which has already benefited Norwegian history. We also want to help define we will be able to build on our 105-year our hydropower customers. the future. By tirelessly focusing on new op- history, so that we can enjoy at least another The Multiconsult Group achieved net turn- portunities, we want to develop alongside our century of success. over of NOK 1,610 million in 2012, an increase customers – moving with the times, or even Meanwhile, we and our partners have been of nine percent over the previous year. Our ahead of them. Society faces many challenges successful in winning contracts, including one operating profit of NOK 123 million was a that will need to be solved in the future. Each of Norway's biggest onshore projects in recent record, up nineteen percent from the year be- day, strong competition motivates us and our years: the new fighter base at Ørland. After fore. Multiconsult's equity and profitability customers to make a renewed effort. Multiconsult successfully screened potential provide the foundations for future investment, We are ready – as the enablers!

Key figures Operating profit 2008-2012 Operating revenue (In NOK thousands) (In NOK thousands) 2008-2012 (In NOK millions) 2012 (*) 2011(*) 1 850

Operating revenue 1 850 271 1 739 457 123 023 103 688 103 Operating profit/loss 123 023 103 688 1 739 92 005 91 221 91

Profit for the year 94 571 78 440 72 951 1 523 Total assets 971 851 904 717

Equity 409 568 350 415 1 409 Equity ratio 42 % 39 % 1 277 (*) Multiconsult Group

Shareholders at31.12.2012 2008 20092010 20112012 2008 2009 2010 2011 2012 The Multiconsult Foundation 17,9 % Operating profit is stated net of distributions under the Operating revenue is stated as gross operating revenue. Employees 33,8 % employee profit share scheme. Multiconsult Group Multiconsult Group from 2009. WSP Europe AB 24,7 % from 2009. Employees received NOK 18.5 million in 2008, 10.5 Retired workers, etc. 23,6 % million in 2009, 6.0 million in 2010, 4.4 million in 2011 and 6.6 million in 2012. Annual report 2012 Directors’ report 3 Notes 10 Contents Environmental reporting 6 Cash flow statement 20 Profit and loss account 7 Auditor's report 21 Balance sheet at 31 December 8 Address list 22

2 Multiconsult Annual Report 2012 Directors report

Summary Health, safety and the and certain sectors of Industry picked up Multiconsult is a complete supplier of environment considerably over the course of the year. consultancy and design services, operating in All of Multiconsult’s organisational units take The strong market for our Transportation the following business areas: buildings and a systematic approach to HSE. Each region and Infrastructure, Buildings and Properties, properties; industry; oil and gas; energy; has a working environment committee, and Oil and Gas, Energy and Environment and transportation and infrastructure; and each region also has an AKAN contact (who Natural Resources business areas is expected environment and natural resources. The deals with issues relating to alcohol and drug to continue, driven by higher investment Steinar Mejlænder-Larsen Siv Axelsson Jarle Roth Espen Robertsen company has large, multi-disciplinary abuse). A company health service is available going into 2013. At the start of 2013, (Chairman of the Board) organisational units with regional offices in each region, and most regions carried out a international projects represented over 20% located in Norway’s biggest cities, and at the survey in conjunction with the health check. of our order backlog. plan to become the industry’s leading Staff training was once again an important with the company expanding significantly. In close of 2012 it had a total of 1,407 The results bear witness to a good working The biggest new contracts that we won in enabler: “Made possible by Multiconsult”. area of focus for us in 2012. As part of this, 2012 the Group achieved an operating profit employees. environment and high levels of job satis- 2012 were the new air base at Ørlandet, the we have worked on further raising awareness of NOK 123 million, after deducting the NOK In 2012 the Group’s gross operating faction, but there are some challenges with expansion of the onshore processing plant at Research and development of the existing training opportunities that 6.6 million that was allocated to our revenue rose by 6% to NOK 1,850 million. Net respect to ergonomics and stress. Aukra, the next phase of Campus Ås, the Multiconsult invests in a range of internal exist at Multiconsult. employees through our profit-share scheme, operating revenue came to NOK 1,610 million, Total sickness absence remained at satis- planning of the Skrugard/Havis onshore and external R&D activities. Internally, R&D and after significant investments in projects which was up 9%. Operating profit amounted factory levels. In 2012, sickness absence processing plant, a new transmission line in activities are normally organised through Equal opportunity and diversity that will enable Multiconsult to continue to NOK 123 million, up 19% from the totalled 3.7% of overall working hours (4.0% Ofoten, a road tunnel under Oslofjorden, and conferences and projects within the 24 There are four women and four men on the developing in the future. The profit margin in previous year. International projects re- in 2011). There were six injuries reported for additional work on several major transport competence networks that draw together company’s Board of Directors. Our senior 2012 was slightly higher than in 2011, and presented 6% of turnover. people working for the company. The lost projects. staff from across the whole company. management team consists of two women around the same level as in previous years. In parallel with working on projects for time injuries have been carefully reviewed in The biggest projects that we have worked Activities generally last for between one and and ten men. 29% of technical staff are We maintained a strong liquidity position customers, Multiconsult has been focusing on order to prevent further injuries from occur- on during 2012 include Campus Ås, Ullersmo two years. External R&D activities are mainly women, whilst 38% of administrative staff throughout the year. a number of internal development projects. ring. Non-conformances are logged, and the prison, new buildings at Bjørvika in Oslo, a carried out in collaboration with Norwegian are men. 20% of middle managers are For certain disciplines, and in certain The Research Council of Norway has provided recorded injuries mainly related to on-site number of large transport projects in Norway and international research institutions, women. Overall, 30% of our employees are regions, the market was challenging. This support for several of those projects. work. (including the Gran-Jaren stretch of the Rv4, strategic business partners and customers, women. meant that in some areas the company’s Multiconsult keeps environmental accounts the Frya-Vinstra stretch of the E6, the Gulli- normally with 3-5 years’ financial support Both the Board and senior management capacity utilisation was too low. The company Our business to monitor the most important ways in which Langåker stretch of the E18, the E18 between from the Research Council of Norway. In wish to increase recruitment of women to the also had significant impairment charges Multiconsult’s business concept is to supply its activities impact the environment. These the Swedish border and Ørje, Ski train station addition we collaborate closely with NTNU on company and to increase the proportion of relating to a few projects. multi-disciplinary consultancy and design environmental accounts are included in the and Bergen Light Rail), Skrugard onshore PhDs, with each doctorate normally taking women working at all levels of the company. services that add value for customers, society, annual report. Three of our offices are processing plant, concrete platforms in Russia three years. At Multiconsult we do not discriminate on Report on the annual financial shareholders, employees and the company. certified under the Eco-Lighthouse scheme: and Canada, Skarg power station, hydroe- the basis of gender, physical disability, statements Multiconsult also offers ground surveys to Oslo, Tromsø and Drammen. There are also lectric projects in Pakistan and Malawi, and Organisation – structural capital ethnicity, religion, etc. The Board and senior The company is a going concern, and the map the condition of the soil and assess how plans to get further offices certified. several energy projects in Norway. On a Over recent years, the company has management implement this through their 2012 financial statements have been to deal with potential pollution problems. The number of the projects, Multiconsult col- incorporated a structured quality recruitment, hiring and pay decisions, as well prepared on that basis. The Board bases its company’s revenues from international Ethics and corporate social laborated with WSP Europe AB, which is part management system. In 2012 we continued as by adapting the workplace where neces- view on the company’s budgets and long- projects mainly come from Norplan, a responsibility of one of the largest engineering to update the system, in order to make it even sary and through work on awareness-raising. term, strategic forecasts for the coming years. company in which Multiconsult and Asplan Ethics and corporate social responsibility are consultancies in Europe. WSP Europe AB more user-friendly for the whole of In 2012, the Group’s gross operating Viak each hold a 50% ownership interest. important priorities. In recent years, owns a 24.7% ownership interest in Multiconsult’s varied portfolio of projects. Management development revenue totalled NOK 1,850 million, an Multiconsult has 27 offices spread across Multiconsult has invested significant Multiconsult. Multiconsult has modern and efficient Sverre Quale was the acting CEO of increase of NOK 111 million over 2011. Ope- the whole of Norway. The company’s head resources in drawing up strict corporate premises throughout Norway. Office capacity Multiconsult from 1 January 2012 until 31 rating profit was NOK 123 million, compared office is in Oslo. Our ownership interest in ethical guidelines. In 2012 we led an Strategy is being expanded in stages in order to cope May 2012. Then Grethe Bergly was acting with NOK 104 million in 2011. Net financial Norplan gives us indirect stakes in offices in industry-wide initiative through the business In line with its company strategy, with growth. CEO from 1 June 2012 until 31 August 2012. items totalled NOK 10.6 million. The Group’s Dar es Salaam (Tanzania) and Kampala and ethics committee of the Association of Multiconsult has developed into a complete Christian Nørgaard Madsen took up the tax expense was NOK 39.1 million. Profit after (Uganda). Consulting Engineers (RIF), which involved supplier of multi-disciplinary consultancy Employees position of CEO on 1 September 2012. tax for the year was thus NOK 94.6 million. Multiconsult owns all of the shares in the preparing and publishing new and design services. The company has large, At the close of 2012, the parent company had Multiconsult constantly needs to raise the In 2012, the parent company’s gross ope- strategic consultancy Analyse & Strategi, as recommendations on ethical guidelines, anti- multi-disciplinary offices in the biggest 1,407 employees, which represented an skills and capacity of both line and project rating revenue totalled NOK 1,833 million, an well as having a 32% interest in the ar- corruption work and corporate social re- cities in Norway. increase of 170 over the previous year. 96 managers. Management development is increase of NOK 203 million over 2011. Ope- chitectural firm LINK arkitektur. Analyse & sponsibility. In 2012, Multiconsult absorbed the members of staff left the company in 2012. therefore a key priority. In recent years rating profit was NOK 122 million, compared Strategi does social impact studies, primarily engineering consultancy Barlindhaug We are in a strong position to recruit both Multiconsult has established its own with NOK 103 million in 2011. Net financial in the fields of Buildings and Properties and Markets and external relations Consult in Tromsø, which was previously a new graduates and experienced professionals. management development programme, which items totalled NOK 8.6 million. The parent Transportation and Infrastructure. LINK In 2012 the state of the market varied be- wholly-owned subsidiary with 88 members In 2012 we continued to cooperate closely is aimed at both line managers and project company’s tax expense was NOK 38.5 million. arkitektur, which has offices in Norway and tween the sectors and regions where of staff. This integration will help us to with the higher education institutions where managers. A large number of people have Profit after tax for the year was thus NOK Sweden, is one of the largest architectural Multiconsult operates, but in general it was further build up our expertise in Arctic we do most of our recruiting. In the annual attended these training programmes. 91.8 million. firms in Scandinavia. In 2012 Multiconsult strong. technology and our capacity in northern student survey carried out by Universum, Multiconsult’s new strategy continues to The Group did not have significant established a UK subsidiary called Norplan The markets for Buildings and Properties, Norway. Multiconsult was ranked sixth on the list of place a strong emphasis on management unrealised gains or losses associated with Hydropower Ltd. This company will play an Energy and Natural Resources were good, The company drew up a new strategy in the most attractive technology companies to development. securities or other balance sheet items that important role in Multiconsult’s push into the while Transportation and Infrastructure 2012 – “Multiconsult 2017”. The key ele- work for in Norway. We are also the only are not shown on the financial statements. renewable energy sector. started off hesitantly in the first half of 2012, ments of this strategy are improving consulting firm in the “Top ten” of the most Generating financial results The Group had NOK 410 million of equity, but then improved. Meanwhile, Oil and Gas perceived quality, and a carefully devised attractive employers for experienced In recent years, Multiconsult has managed to giving it an equity ratio of 42.2%. The rest of employees. achieve strong financial results in parallel the Group’s total capital was made up of

Multiconsult Annual Report 2012 3 4 Multiconsult Annual Report 2012 Environmental reporting

Multiconsult aims to develop a culture of naturally from the company’s strategy for the Figures show that the environmental environmental awareness amongst all of its period leading up to 2017. indicators have been relatively stable in employees, through its management of the The quality of environmental reporting, and recent years. Changes in energy consumption company and implementation of projects. In of the of data collected, have gradually im- can be explained by variations in ambient 2007, in order to improve our understanding proved since 2007, when most of the temperatures from one year to another. The of the challenges and opportunities involved environmental impacts of our business were figures suggest that the fuel consumption of in reducing Multiconsult’s impacts on under-reported. Due to the inaccuracy of the machinery has increased in recent years. This resources, the environment and the climate, data, and adjustments to indicators, we have is partly due to an increase in our volume of the company decided to prepare its first set of not yet set specific environmental targets. business, but it is also because we have im- Gørild Thuen Jensen Kari Sveva Dowsett Hans Ole Haugen Ingelise Arntsen environmental accounts. Our Tromsø office However, we are working continuously to improved the allocation of fuel consumption be- was certified under the Eco-Lighthouse prove the data that we collect, and in tween pool cars and machinery in recent scheme as long ago as 2005, and the conjunction with the Eco-Lighthouse years. The volume of waste rose significantly current liabilities (52.8%) and provisions for Accounts receivable and work in progress combine that goal with the long-term Drammen and Oslo offices followed in 2011. certification we prepare annual plans setting in 2012, largely due to the moving process at liabilities and charges (5.0%). The Group total approx. 42% of the company’s assets. development of the company. In 2013, Multiconsult aims to certify its out specific measures that need to be im- the Oslo office. enjoys a strong liquidity position, and has no The company has established procedures for The Board believes that the company is in a remaining offices under the Eco-Lighthouse plemented in order to reduce the borrowing requirements. The financial invest- assessing the creditworthiness of customers, good position to deal with whatever model for corporate groups. This follows environmental impacts of our business. ments of the Group are relatively low-risk. and the potential need for bank guarantees or challenges the future holds. The parent company and Group generated other risk-mitigating measures. The following environmental parameters are included in Multiconsult’s positive cash flow from operating activities. Operating cash flow was positive. It is im- Appropriation of profit for the Over the year, the company made significant portant for the company to be able to finance year environmental reporting investments. future growth through its own financial The Board proposes that the parent Energy flights in Norway, short-haul flights (Eu- into waste for recycling, general waste, Apart from the matters covered by the resources. At 31 December 2012, the company’s profit for the year of NOK The energy consumption of buildings is rope) and long-haul flights. The fuel hazardous waste and electronic waste. financial statements, the Board is not aware company had no long-term debt. 91,782,327 be allocated as follows: based on electricity consumption and dis- consumption of machinery includes fuel of any events that took place in 2012, or after The company’s financial risk is considered Transferred to other reserves: NOK trict heating at the company’s offices. used by drilling rigs, HGVs and boats. Emissions to air the end of the financial year, that are of moderate. 56,366,157 CO2 emissions are calculated as the sum material significance to an assessment of the Dividends: NOK 35,416,170 Transport and machinery Purchasing and office supply of CO2 equivalents from the energy financial statements. The Board believes that Future prospects After the above appropriations, the Business travel by car includes use of a consumption consumption of buildings (electricity and the annual financial statements provide an In 2012, sales were affected by increasing company’s distributable reserves, i.e. the private car, company car or hire car for Paper consumption is based on use of A3 district heating), and from operational accurate picture of the assets, liabilities, international competition. The company portion of its equity that can legally be dis- business purposes. Flights includes the and A4 sheets, as well as graph paper. activities, including transport (such as financial position and financial results of entered 2013 with an order book that was tributed through dividends, total NOK 312 number of return flights reported by the business travel by car and flights) and the Multiconsult AS and the Group. 11% lower than at the start of 2012. million. company travel agency, and is calculated Waste use of drilling machinery and equipment. Although the market is improving, we are using average flight distances for domestic Waste from our office activities is sorted Financial risk conscious that there is also a great deal of Final thoughts Most of the company’s long-term financial uncertainty about the future. We are highly competitive, and are in a good assets are pension plan assets, whilst the There are some promising signs for 2013, position to serve the market that we operate 2012 Environmental Report short-term assets are mainly bank deposits. but there is uncertainty surrounding the state in. The company’s interest rate risk mainly relates of the global economy. The company’s Our employees work very hard to ensure that Environmental indicator Unit1 2010 2011 2012 to the pension plan assets. The company is strategy has been to build up a diversified Multiconsult is successful. The Board would exposed to currency risk through ongoing business, and this has proved successful as a like to thank the company’s employees and Energy international projects, which have fees fixed way of protecting it against market managers for all of the hard work that they Area efficiency2 m2/full-time equivalent employee 36 36 34 in foreign currencies. The currency risk is downturns in individual sectors. put in to ensure that Multiconsult achieves Energy consumption of buildings kWh/full-time equivalent employee 5576 4890 5016 considered moderate, but not sufficient to Multiconsult will continue to focus on the goals that it has set for itself. Energy consumption of buildings kWh/m2 156 136 145 affect any valuation of the company. achieving strong profitability, and we want to Transport Skøyen,Skøyen, den 18 March18. mars 2013 2013 Business travel by car km/full-time equivalent employee 2611 2685 1949 Domestic flights number/full-time equivalent employee 3,0 3,0 3,4 International flights number/full-time equivalent employee 0,5 0,5 0,4 Fuel consumption of machinery2 litres/full-time equivalent employee 57 77 83

Steinar Mejlænder–Larsen Siv Axelsson Jarle Roth Espen Robertsen Purchasing and office supply consumption Chair of the Board Total paper consumption kg/full-time equivalent employee 33 31 32 Waste3 Total waste kg/full-time equivalent employee 128 114 165 Non-recycled waste % 55 % 52 % 53 % Ingelise Arntsen Hans Ole Haugen Kari Sveva Dowsett Gørild T. Jensen Recycled waste % 43 % 44 % 45 % Emissions to air

CO2-emissions tonnes of CO2/full-time equivalent employee 1,66 1,73 1,56

1 Staff and offices that were formerly part of Barlindhaug Consult have not been included in the environmental accounts for 2012. 2 Office premises that we started using during 2012 have not been included in the 2012 environmental accounts. Christian Nørgaard Madsen 3 Several offices use estimated figures for waste. Real figures for waste have been used for the biggest offices, such as Oslo, Bergen and Trondheim. Chief Executive Officer

Multiconsult Annual Report 2012 5 6 Multiconsult Annual Report 2012 Profit and loss account 2012 Balance Sheet at 31 December 2012

Figures in thousands of NOK Figures in thousands of NOK

PARENT COMPANY GROUP PARENT COMPANY GROUP 2011 2012 Note Note 2012 2011 2011 2012 Note Assets Note 2012 2011

OPERATING REVENUE AND EXPENSES FIXED ASSETS 1 629 860 1 832 597 3, 4 Gross operating revenue 3, 4 1 850 271 1 739 457 Intangible assets -254 510 -242 944 Cost of sub-consultants/fees passed on to clients -240 113 -268 931 8 144 6 945 6 Software 6 6 961 8 144 1 375 350 1 589 653 3, 4 Net operating revenue 3, 4 1 610 158 1 470 526 16 811 50 401 6 Goodwill 6 52 801 61 486 24 955 57 346 Total intangible assets 59 762 69 630 1 021 385 1 163 507 5, 13 Wages, salaries, etc. 5, 13 1 178 813 1 092 161 34 702 40 591 6, 7 Depreciation and impairment losses 6, 7 41 346 42 883 Property, plant and equipment 216 130 263 834 5, 7, 17 Other operating expenses 5, 7, 17 266 976 231 794 2 051 2 013 7 Sites, buildings and other real property 7 2 013 2 051 1 272 217 1 467 931 Total operating expenses 1 487 135 1 366 838 56 362 60 680 7 Fixtures, fittings, plant, etc. 7 61 094 60 202 58 413 62 693 Total tangible assets 63 107 62 253 103 133 121 722 Operating profit/loss 123 023 103 688

Financial assets FINANCE INCOME AND COSTS 60 496 9 216 2, 8 Investments in subsidiaries 2, 8 3 938 2 Profit/loss on investments in associates 39 818 39 818 9 Investment in joint ventures and associates 9 39 200 37 132 -1 400 - and jointly controlled entities 9 2 068 -646 36 639 Investments in shares and ownership interests 639 324 9 702 9 206 20 Finance income 20 9 150 10 412 111 447 115 923 10,13 Other receivables and pension plan assets 10,13 115 923 111 447 1 129 605 20 Finance costs 20 610 1 360 211 797 165 596 Total financial assets 159 700 148 905 7 173 8 601 Net finance income 10 608 8 406 295 165 285 635 Total fixed assets 282 569 280 788 110 306 130 323 Profit before taxation 133 631 112 094 CURRENT ASSETS 32 486 38 541 14 Tax on profit for the year 14 39 060 33 654 Receivables 77 820 91 782 Profit for the year 94 571 78 440 316 683 402 436 4, 9,18 Accounts receivable 4, 9,18 406 202 342 280 16 889 17 929 9 Other receivables 9 16 571 17 006 TRANSFERS 333 572 420 365 Total receivables 422 773 359 286 46 339 56 366 Transferred to/from other reserves 59 155 46 959 31 481 35 416 Dividends 35 416 31 481 248 589 260 119 19 Cash and cash equivalents 19 266 509 264 643 77 820 91 782 Total transfers 94 571 78 440 582 161 680 484 Total current assets 689 282 623 929

877 326 966 119 TOTAL ASSETS 971 851 904 717

Multiconsult Annual Report 2012 7 8 Multiconsult Annual Report 2012 Notes to the 2012 financial statements

Figures in thousands of NOK

PARENT COMPANY GROUP Note 1 Accounting policies 2011 2012 Note EQUITY AND LIABILITIES Note 2012 2011 The financial statements have been prepared in accordance with Use of estimates EQUITY the Norwegian Accounting Act of 1998. The accounting policies The preparation of the financial statements in accordance with are described below. generally accepted accounting principles requires the company's Paid-in capita senior management to make certain estimates and assumptions 13 125 13 125 11 Share capital 11 13 125 13 125 Consolidated financial statements that affect the value of assets and liabilities on the balance sheet The consolidated financial statements include Multiconsult AS and reported revenue and expenses in the profit and loss account. -8 -8 11 Treasury shares 11 -8 -8 and all subsidiaries in which Multiconsult has a direct or indirect Actual values may deviate from those estimates. 13 320 13 320 Share premium account 13 320 13 320 ownership interest of more than 50%. All significant intra-group 26 437 26 437 Total paid-in capital 26 437 26 437 transactions and balances have been eliminated. Uniform Foreign currency accounting policies have been used in the financial statements of Foreign currency items are translated at the exchange rate on the all of the Group's companies. balance sheet date. Discrepancies arising from exchange rate Retained earnings Shares in subsidiaries have been eliminated in the consolidated fluctuations are recognised under financial items. 325 752 382 192 Other reserves 383 131 323 978 financial statements using the acquisition method. This means 325 752 382 192 Total retained earnings 383 131 323 978 that the assets and liabilities of acquisitions are measured at fair Intangible assets value on the transaction date, and any difference between the Expenses involved in generating intangible assets, including the purchase price and the value of the net assets is classified as cost of research and development, are capitalised if it is probable 352 189 408 629 12 Total equity 12 409 568 350 415 goodwill, which is amortised over its useful life. that the future economic benefits associated with the assets will Investments in jointly controlled entities and associates where flow to the company, and if their cost can be measured reliably. LIABILITIES the Group has an ownership interest of between 20% and 50% Intangible assets that have been bought individually are carried at and exercises significant influence are accounted for using the cost. Intangible assets that have been obtained through an Provisions for commitments equity method. The difference between the cost of the shares and acquisition are carried at cost if they are eligible for capitalisation. 17 973 14 361 13 Pension liabilities 13 14 947 18 110 the value of the Group's share of equity is initially attributed to Intangible assets with a limited useful life are depreciated accord- 15 851 8 373 14 Deferred tax 14 8 204 13 090 the company's tangible assets and any excess is classified as ing to a schedule. Intangible assets are written down to their goodwill. recoverable amount if the expected economic benefits do not jus- 25 087 24 650 15 Other provisions for liabilities and charges 15 25 725 25 087 tify the carrying amount, taking into account any remaining 58 911 47 385 Total provisions for liabilities and charges 48 877 56 287 Ordinary operating revenue production costs. Operating revenue is stated net of sub-consultants' expenses and Non-current liabilities fees that are invoiced on to the client by Multiconsult, provided Government grants that Multiconsult's profit on the operation is negligible. Operating grants are recognised in the same period as the revenue 25 000 - Liabilities to financial institutions - 25 000 Revenue is recognised when it accrues, in other words when they are designed to supplement or the expense they are designed 25 000 - Total non-current liabilities - 25 000 entitlement to payment arises. This occurs when the service is to help cover. provided, over the course of the work being performed. Revenue is recognised at the value of the payment on the transaction date. Parent company's shares in subsidiaries Current liabilities Shares in subsidiaries are carried at cost in the parent company's 57 686 66 617 9 Accounts payable 9 67 738 60 967 Expenses accounts. Investments are written down to fair value in the event 43 612 43 680 14 Tax payable 14 43 961 44 562 As a general rule, expenses are recognised in the same period as of other-than-temporary impairment. Dividends from subsidiaries 131 336 145 114 Social security contributions, VAT and duties payable 147 553 140 820 the related revenue. Where an expense is not clearly linked to a are recognised as financial income. Dividends from subsidiaries in specific stream of revenue, best judgement is used to allocate the excess of the subsidiary's retained earnings over the period of ow- 31 494 35 416 Dividends 35 416 31 494 expense. Other deviations from the matching principle are nership are considered repayment of the purchase price, and are 177 098 219 278 4, 9 Other current liabilities 4, 9 218 738 195 172 specified where relevant. recognised as a reduction in the cost of the shares. 441 226 510 105 Total current liabilities 513 406 473 015 General principles for the measurement and classification of Investments in jointly controlled entities and associates assets and liabilities In the parent company's accounts, investments in jointly 525 137 557 490 Total liabilities 562 283 554 302 Assets intended for long-term ownership or use are classified as controlled entities and associates are measured using the his- non-current assets. Other assets are classified as current assets. torical cost method. Investments are written down to fair value in 877 326 966 119 TOTAL LIABILITIES AND EQUITY 971 851 904 717 Receivables that are due for payment within a year are classified the event of other-than-temporary impairment and when neces- as current assets. Equivalent criteria have been used for clas- sary under generally accepted accounting principles. Dividends sifying current and non-current liabilities. received are recognised as financial income. Non-current assets are valued at cost, but are written down to Skøyen,Skøyen, den 18. 18 mars March 2013 2013 fair value in the event of an other-than-temporary impairment. Non-current assets with a limited useful life are depreciated Marketable financial instruments and securities according to a schedule. Non-current loans are carried at their Financial instruments that form part of the trading portfolio are Steinar Mejlænder–Larsen Ingelise Arntsen Siv Axelsson Espen Robertsen nominal value on the initial date. measured at fair value on the balance sheet date. Other securities Chair of the Board Current assets are valued as the lower of the acquisition cost are measured at the lower of average cost and fair value on the and their fair value. Current liabilities are carried at their nominal balance sheet date. Valuation gains and losses are reported under value on the initial date. financial income and expenses. Certain items have been measured using different principles, as Kari Sveva Dowsett Hans Ole Haugen Christian Nørgaard Madsen Jarle Roth Gørild Thuen Jensen set out below. Fixed-price contracts Chief Executive Officer Work on long-term, fixed-price manufacturing contracts is measured using accrual accounting. The percentage-of-

Multiconsult Annual Report 2012 9 10 Multiconsult Annual Report 2012 Note 4 Fixed-price contracts

PARENT COMPANY CONSOLIDATED 2012 2011 2012 2011 completion is calculated by estimating the percentage of the balance sheet date. A linear accumulation model and anticipated Revenue recognised for ongoing fixed-price projects 222 178 260 258 222 178 260 258 expected total cost that has been accrued. The total cost is final salary are used as the basis for recognising pensions in the Costs linked to accrued revenue -175 996 -201 978 -175 996 -201 978 continuously reviewed. For projects that are expected to result in accounts. Pension plan assets are measured at market value on Net recognised profit/loss on ongoing fixed-price projects 46 182 58 280 46 182 58 280 a loss, the whole estimated loss is recognised immediately. Time- the balance sheet date. Net pension liabilities (pension liabilities based contracts where the company is not responsible for less pension plan assets) are classified as a non-current liability. Accrued revenue, including accounts receivable 109 270 84 838 109 940 85 941 financial results are recognised in the period when the work is The surplus of overfunded pension plans is classified as a non- Deferred revenue, included under other current liabilities 68 749 49 785 68 749 56 616 done. current receivable. The net pension expense for the period (gross pension expense Receivables less estimated return on pension plan assets) is included under Accounts receivable and other receivables are shown at the Wages, salaries, etc. The gross pension expense is the present Note 5 Staff costs, number of employees, remuneration, loans to employees, etc. nominal value after provision for anticipated bad debts. value of pension benefits accrued over the accounting period and the interest expense on pension liabilities. Changes to pension PARENT COMPANY CONSOLIDATED Cash and cash equivalents plans are spread over the remaining contribution period. The 2012 2011 2012 2011 Cash and cash equivalents includes cash, bank deposits and other matching principle is used for the purposes of expensing defined assets with due dates less than three months after their contribution plans. Employer's NICs are included in the figures. Wages, salaries, etc. acquisition. Wages and salaries 901 611 768 666 913 177 830 029 Taxation Guarantees, servicing and complaints The tax expense is based on the taxable pre-tax profit. Tax arising Employer's NICs 112 917 106 732 114 567 111 517 Accrued liabilities associated with completed projects are from equity transactions is recognised in equity. Pension expense (see note 13) 95 457 98 967 96 843 101 641 measured at the estimated cost of the work, or at the net cost Tax consists of tax payable and net changes in deferred tax. The Other benefits 53 522 47 020 54 226 48 974 if the company is insured against losses. Estimates are based on proportion of the tax expense attributed to profit on ordinary Total 1 163 507 1 021 385 1 178 813 1 092 161 the actual circumstances in each individual case. These activities and to exceptional items reflects the taxable profit in each liabilities are recognised under other provisions for liabilities category. Deferred tax and deferred tax assets are shown net on the Number of full-time equivalents 1 296 1 177 1 312 1 273 and charges and are expensed when it is probable that a loss balance sheet. will be incurred. Cash flow statement Remuneration of key management personnel CEO Board Pensions The cash flow statement has been prepared using the indirect Pension liabilities (for funded pension plans) are measured at the method. Liquid assets includes cash, postal giros and bank CEO's salary for period 01/01/2012-31/05/2012 1 190 803 present value of the future pension benefits accrued on the deposits. Pension expenses 43 Other remuneration 59 CEO's salary for period 01/06/2012-31/08/2012 316 Note 2 Creation of a corporate group Pension expenses 39 On 1 January 2012, Multiconsult acquired all of the outstanding The company will only be included in the consolidated financial Other remuneration 0 shares in Prosjekt Sørvis AS. statements from 2013 onwards, as its activities in 2012 were an CEO's salary for period 01/09/2012-31/12/2012 917 insignificant part of the Group's business. As of 1 January 2012, the wholly-owned subsidiary Barlindhaug Pension expenses 30 Consult was absorbed by Multiconsult AS. The merger used the In 2009 the wholly-owned subsidiary Multiconsult RUS LLC was Other remuneration 57 pooling of interest method for accounting purposes. set up with its registered office in St. Petersburg. The level of business and financial position of Multiconsult RUS Like all of the other employees, the CEO benefits from the company's profit-sharing scheme. The CEO has an option to buy 1,500 shares in the company In December 2012, Norplan Hydropower Ltd. was established as a at a 30% discount to the price on the date he took up the position. The option can be exercised until 31 December 2014, after which it expires. LLC is negligible, and it is not included in the consolidated wholly-owned subsidiary, with its business office in Ashford (UK). No other subscription rights, options or equivalent rights have been issued entitling employees or officers to subscribe to, buy or sell shares in the financial statements. company. Note 3 Ordinary operating revenue Loans and guarantees of obligations for employees and shareholders PARENT COMPANY CONSOLIDATED PARENT COMPANY CONSOLIDATED Loans Guarantees Loans Guarantees 2012 2011 2012 2011 Loans and guarantees of obligations for: of obligations of obligations

Business area: Employees, shareholders and Board members 12 - 12 - Consulting engineering and architecture 1 576 424 1 369 083 1 596 930 1 464 260 Chief Executive Officer - - - - Rent and other income 13 228 6 266 13 228 6 266 Total net operating revenue 1 589 653 1 375 350 1 610 158 1 470 526 Auditor PARENT COMPANY CONSOLIDATED Fees paid to Deloitte AS and collaborating companies: Deloitte Others Deloitte Others By geographical market: Norway 1 484 998 1 246 236 1 505 504 1 341 413 Statutory audit 843 - 876 17 International 104 654 129 113 104 654 129 113 Tax advice 382 - 382 - Total net operating revenue 1 589 653 1 375 350 1 610 158 1 470 526 Other certification services 48 - 48 - Other consultancy 2 815 - 2 831 - Gross operating revenue 1 832 597 1 629 860 1 850 271 1 739 457 All of the above figures are stated excl. VAT. Gross op. rev. includes sub-consultants working as contractors, etc. Other consultancy includes services in relation to establishing and enforcing our anti-corruption programme, IT security and financial due diligence.

Multiconsult Annual Report 2012 11 12 Multiconsult Annual Report 2012 Note 6 Intangible assets Note 8 Subsidiaries

PARENT COMPANY CONSOLIDATED Registered Share of votes/ Profit/loss for Equity at Software Goodwill Software Goodwill office shareholding 2012 31/12/2012

Cost at 1 Jan. 30 887 79 373 30 911 129 012 Multiconsult Voss AS Voss, Norway 100 % 525 1 948 Acquisitions 4 063 44 675 4 063 47 675 Analyse & Strategi AS Oslo, Norway 100 % 796 2 489 Disposals - - - 49 639 Cost at 31 Dec. 34 950 124 048 34 974 127 048

Accumulated depreciation at 31 Dec. 28 005 73 647 28 005 74 247 Note 9 Jointly controlled entities and associates Net accumulated impairment losses at 31 Dec. - - 8 - Classifi- Date of Registered Accumulated depreciation and impairment losses at at 31 Dec. 28 005 73 647 28 013 74 247 Company cation acquisition office Share of votes Shareholding Carrying amount at 31 Dec. 6 945 50 401 6 961 52 801 LINK arkitektur AS Associate 01.06.2008 Oslo 33,4 % 32,0 % Depreciation for the year 5 262 11 085 5 270 11 685 Norplan AS Jointly controlled entity 01.01.2003 Oslo 50,0 % 50,0 % Impairment losses for the year - - - - Useful life 3 years 5 -10 years 3 years 5 -10 years Depreciation schedule Linear Linear Linear Linear Company values Equity at Profit/loss for Goodwill arising from the acquisition of Barlindhaug Consult AS will be amortised over 10 years, given the size and market position of 31/12/2012 2012 the company. LINK arkitektur AS 40 974 16 609 Goodwill allocated by acquisition: Year of acquisitionGoodwill allocated by acquisition: Year of acquisition Norplan AS 3 842 317 Kompas AS 2009 Barlindhaug Consult AS 2011 Industriplan AS 2010 Multiconsult Voss AS 2012 Stensrud AS 2010 Ownership interests accounted Norplan AS LINK arkitektur AS Total for using the equity method Hydpro AS 2011 Opening balance 1 Jan. 1 763 35 369 37 132 Investments during the year Note 7 Property, plant and equipment - of which unimpaired goodwill - 23 838 23 838 Share of profit for the year 159 5 315 5 474 Goodwill impairment charge - -3 405 -3 405 PARENT COMPANY CONSOLIDATED Total profit/loss on investments 159 1 909 2 067 Buildings and other Machinery, plant, Buildings and other Machinery, plant, Closing balance 31 Dec. 1 922 37 278 39 200 real property fixtures and real property fixtures and fittings fittings Accounts receivable Other receivables Cost at 1 Jan. 5 582 221 686 5 582 221 984 Intra-group balances 2012 2011 2012 2011 Property, plant and equipment acquired 67 28 627 67 29 063 Norplan AS 549 304 - 35 Disposals - 170 - 170 Analyse & Strategi AS 2 136 78 1 626 1 616 Cost at 31 Dec. 5 649 250 143 5 649 250 877 LINK arkitektur AS 2 712 1 587 - - Barlindhaug Consult AS - 742 - - Accumulated depreciation at 31 Dec. 3 635 189 185 3 635 189 504 Multiconsult Voss AS 32 - - - Net acc./rev. impairment losses at 31 Dec. - 279 - 279 Norplan Hydropower Ltd. - - 740 - Accumulated depreciation and impairment losses at 31 Dec. 3 635 189 464 3 635 189 783 TOTAL 5 430 2 711 2 365 1 651 Carrying amount at 31 Dec. 2 013 60 680 2 013 61 094

Depreciation for the year 104 24 140 104 24 287 Accounts receivable Other receivables Useful life 10 - 50 years 3 - 8 years 10 - 50 years 3 - 8 years Intra-group balances 2012 2011 2012 2011 Depreciation schedule Linear Linear Linear Linear Norplan AS 93 677 - Analyse & Strategi AS 383 447 1 469 - PARENT COMPANY CONSOLIDATED LINK arkitektur AS 3 308 5 085 - - Description Location Lease agreement Annual lease Lease agreement Annual lease Barlindhaug Consult AS - 798 - - expires payments expires payments Multiconsult Voss AS 742 - - - TOTAL 4 527 7 007 1 469 - Offices Head office, Oslo 2018 37 131 2018 38 171 Offices Regional offices 2013-2022 41 984 2013-2022 41 984 All transactions with related parties take place on a commercial basis. Lease of other property, plant and equipment 3 156 3 156 During the 2012 financial year, Multiconsult bought architectural services from LINK arkitektur AS worth approximately NOK 27 million. Total annual rent for offices and other property, There were no other significant transactions with related parties. plant and equipment: 82 270 83 310

Multiconsult Annual Report 2012 13 14 Multiconsult Annual Report 2012 Note 10 Receivables falling due after more than one year Note 12 Equity

PARENT COMPANY CONSOLIDATED PARENT COMPANY CONSOLIDATED 2012 2011 2012 2011 Share Treasury Share premium Other Share Treasury Share premium Other capital shares account equityl capital shares account equity Pension funds 115 993 111 447 115 993 111 447 Other non-current receivables -70 - -70 - Equity at 1 January 13 125 -8 13 320 325 752 13 125 -8 13 320 323 978 TOTAL 115 923 111 447 115 923 111 447 Change in equity for the year Dividends -35 416 -35 416 Merger difference 74 Note 11 Share capital and shareholder information Profit for the year 91 782 94 571 Equity at 31 December 13 125 -8 13 320 382 192 13 125 -8 13 320 383 131 Share capital of parent company at 31/12/2012:

Number of shares Par value Tot. share cap.

Shares 2 624 920 NOK 5 13 125 Note 13 Pension expense, pension plan assets and pension liabilities

There is only one class of shares in the parent company. The company has set up pension plans that meet the statutory requirements. Multiconsult AS has two occupational pension plans: one defined contribution plan, and one defined The negotiability of the shares is limited, in that they can only be sold or transferred to employees at Multiconsult companies and to the benefit plan. Insurance benefits are the same under both plans. Multiconsult Foundation. In 2006 a defined contribution plan was introduced for all new employees hired on or after 1 July 2006, and 1,062 employees and 7 pensioners were members of the plan at the When shares are transferred, the Multiconsult Foundation has pre-emptive rights at the price that a genuine buyer is willing to pay. close of 2012. In 2012, the cost of contributions to the retirement pension provided by the defined contribution plan was NOK 33.166 million including employer's NICs. The cost of the premiums for the insurance benefits and paid-up policy provided by the defined contribution plan are included in the table below. At 31 December 2012, 377 current employees and 162 pensioners were members of the defined benefit plan. The plan entitles members to defined future benefits. These be- Ownership structure nefits are mainly dependent on number of years of contributions, salary level on reaching retirement age and the level of benefits from the National Insurance Scheme. The company also pays pension benefits to one pensioner out of operating expenses. The company also has an agreement with one current employee to provide pension benefits At 31/12/2012, the biggest shareholders in the company were: until the age of 67 should he choose to take retirement or partial retirement before reaching the age of 67. Those benefits and the abovementioned benefits paid out of operating expenses are unfunded, but the cost of the liabilities is included in the following table. Share- Share of No. of shares holding voting rights

WSP Europe AB 649 061 24,7 % 24,7 % The Multiconsult Foundation 469 759 17,9 % 17,9 % PARENT COMPANY CONSOLIDATED Brian Glover 52 059 2,0 % 2,0 % 2012 2011 2012 2011 Jan Reidar H. Lindemark 52 059 2,0 % 2,0 % Ivar Eng 32 856 1,3 % 1,3 % Present value of benefits earned in the period 54 646 53 419 55 162 53 708 Harald Strand 31 586 1,2 % 1,2 % Interest expenses on the pension liability 29 767 28 469 29 806 28 487 Kjell E. Larsen 31 000 1,2 % 1,2 % Return on pension plan assets -33 509 -28 718 -33 534 -28 733 Johan H. Bertnes 28 802 1,1 % 1,1 % Amortisation of changes in obligations arising from Trond Dahle 27 969 1,1 % 1,1 % changes to pension plans 668 668 668 668 Finn Rasmussen 25 770 1,0 % 1,0 % Amortisation of actuarial losses 3 805 13 705 3 816 13 709 Total for shareholders owning > 1 % 1 400 921 53,4 % 53,4 % Net pension expense excl. employer's NICs 55 377 67 543 55 918 67 840 Total for other shareholders 1 223 999 46,6 % 46,6 % Employer’s national insurance contributions accrued 6 914 7 375 6 990 7 417 Total number of shares 2 624 920 100,0 % 100,0 % Net pension expense incl. employer's NICs, but excl. pension At the close of 2012, the company held 1,500 of its own shares. The average price that it had paid for the shares was NOK 70. contributions within defined contribution plan 62 291 74 918 62 908 75 257

Shares owned by Board members and CEO: PARENT COMPANY 2012 PARENT COMPANY 2011 Defined benefit Def. cont. plan/ Defined benefit Def. cont. plan/ Name Position No. of shares plan unfunded pensions plan unfunded pensions

Hans Ole Haugen Board member 10 240 Estimated pension liabilities -688 681 -97 822 -702 788 -69 804 Kari Sveva Dowsett Board member 200 Pension plan assets (at market value) 701 600 48 720 641 859 33 985 Kjetil Moen Deputy board member 3 340 Actuarial gains/losses not recognised through profit or loss 110 928 33 092 179 267 15 724 Christian Nørgaard Madsen CEO 2 800 Changes to pension plans not recognised through profit or loss 6 015 - 6 683 - Employer’s national insurance contributions accrued -13 869 1 649 -13 574 2 122 Net pension liabilities incl. employer's NICs 115 993 -14 361 111 447 -17 973 Of which unfunded pension liabilities - -3 300 - -8 294

Multiconsult Annual Report 2012 15 16 Multiconsult Annual Report 2012 CONSOLIDATED 2012 CONSOLIDATED 2011 PARENT COMPANY CONSOLIDATED Defined benefit Def. cont. plan/ Defined benefit Def. cont. plan/ Breakdown of tax effect of temporary differences: 2012 2011 2012 2011 plan unfunded pensions plan unfunded pensions Fixed assets 3 004 724 3 009 1 874 Estimated pension liabilities -688 681 -98 815 -702 788 -70 725 Current assets 2 308 1 202 2 309 1 427 Pension plan assets (at market value) 701 600 49 371 641 859 34 423 Liabilities and obligations -13 686 -17 776 -13 522 -18 228 Actuarial gains/losses not recognised through profit or loss 110 928 33 092 179 267 15 724 Loss carryforwardsLoss carryforwards - - - 1 838 Changes to pension plans not recognised through profit or loss 6 015 -244 6 683 345 Carrying amount of deferred tax assets/tax -8 373 -15 851 -8 204 -13 090 Employer’s national insurance contributions accrued -13 869 1 649 -13 574 2 122 Deferred tax assets have been recognised on the assumption of future profits. Net pension liabilities incl. employer's NICs 115 993 -14 947 111 447 -18 110 Of which unfunded pension liabilities - -3 300 - -8 294 PARENT COMPANY CONSOLIDATED Reconciliation of deferred tax on the balance sheet 2012 2011 2012 2011 Actuarial assumptions used in the above calculations: Deferred tax at 1 Jan. -15 851 -21 453 -17 407 -21 906 2012 2011 Change in deferred tax 6 591 7 852 4 884 7 633 Expected return on pension funds 3,60 % 4,80 % Deferred tax arising from mergers and acquisitions 885 -2 249 4 319 1 184 Discount rates 4,20 % 3,90 % Carrying amount of deferred tax (net) at 31 Dec. -8 373 -15 851 -8 204 -13 090 Expected salary increases 4,00 % 4,00 % Expected annual adjustment of basic pension 3,75 % 3,75 % PARENT COMPANY CONSOLIDATED Expected pension increases 0,70 % 0,70 % Reconciliation of tax payable on the balance sheet 2012 2011 2012 2011 Demographic assumptions have been taken from disability table KU and mortality table K2005. Expensed tax payable -45 132 -40 163 -45 413 -41 113 Tax on group contributions paid 1 469 - 1 469 - Other tax provisions -516 -3 449 -516 -3 449 Note 14 Tax expense SkatteFunn scheme 500 - 500 - Carrying amount of tax payable -43 680 -43 612 -43 961 -44 562 PARENT COMPANY CONSOLIDATED The tax expense for the year comprises the following: 2012 2011 2012 2011

Tax payable 43 664 40 163 43 945 41 113 Tax effect of group contribution 1 469 - - - Adjustments to tax payable for previous years - 175 - 175 Note 15 Other provisions for liabilities and charges Adjustments to tax payable for previous years -6 591 -7 852 -4 884 -7 633 Tax on profit for the year 38 541 32 486 39 060 33 654 PARENT COMPANY AND CONSOLIDATED Provisions for project liability at 31/12/2011 25 087 PARENT COMPANY CONSOLIDATED Writeback of provisions made in 2011, resolved -4 690 Reconciliation of nominal and actual tax rates: 2012 2011 2012 2011 Paid out in 2012 -10 597 Profit before taxation 130 323 110 307 133 632 112 094 New provisions in 2012 14 850 Expected income tax payable based on nominal tax rate (28%) 36 491 30 886 37 417 31 386 Provisions for project liability at 31/12/2012 24 650

Tax effect of the following items: The Multiconsult Group completes a significant number of projects over the course of a year. Normally the company signs an agreement Non-tax-deductible costs 528 410 533 456 with the client limiting its liability. During the course of projects, shortcomings in the company's services or damage as a result of its work may be uncovered, resulting in compensation claims being made against the Group. When it is overwhelmingly likely that a Non-taxable income - -9 - -751 compensation claim will lead to Multiconsult having to pay compensation, the amount is estimated and an accounting provision is Share of profit from associates - - -579 181 made. Several years can pass between a claim being made and compensation being paid. Revaluation of shares - 392 - 392 The amount of compensation payable can vary significantly. The provision made is calculated on the basis of the estimated cost Dividends -447 -1 157 -447 -1 198 including legal fees, excesses on insurance policies, compensation and interest. When it is overwhelmingly likely that right of recourse Other items 1 969 1 965 2 137 3 189 will apply, this is taken into account in the estimates. When a compensation claim extends into a new year it is reassessed. Provisions Tax expense 38 541 32 486 39 060 33 654 are not discounted to present value. Effective tax rate 29,6 % 29,5 % 29,2 % 30,0 %

Multiconsult Annual Report 2012 17 18 Multiconsult Annual Report 2012 Note 16 Financial market risk Cash flow statement Most of the company’s non-current financial assets are pension plan assets, and the majority of the company's interest rate risk is associated with them. Figures in thousands of NOK The company is exposed to currency risk through revenue from overseas projects. The risk is associated with supplying engineering services from Norway to other countries. Several ongoing international projects have agreed rates in currencies other than NOK. Changes in the exchange rate between Norwegian kroner and foreign currencies can affect the company's profit and loss account and equity. PARENT COMPANY GROUP As the company has historically suffered few losses from bad debt, the risk of partners and clients being financially unable to fulfil their 2011 2012 2012 2011 obligations is considered to be low. The company has a joint credit policy, and external assessments of creditworthiness are obtained for large customers who will have credit with the company. CASH FLOW FROM OPERATING ACTIVITIES: Liquidity risk is the risk that you will be unable to pay your financial obligations when they are due. To manage liquidity risk, a strategy for liquidity management has been drawn up, which is implemented through liquidity budgets that are continuously reviewed. In order to provide 110 307 130 323 Profit before taxation 133 631 112 094 the company with financial flexibility, and thereby limit liquidity risk, a NOK 40 million credit facility has been arranged with the company's -29 156 -43 096 Tax paid -43 560 -29 349 bank. The credit facility had not been drawn on at the close of the year. 34 702 40 591 Ordinary depreciation 41 346 37 918 74 918 62 291 Non-cash pension expense 62 291 74 918 Note 17 Research and development 9 737 -437 Change in provisions for liabilities and charges 2 832 9 771 -261 -1 719 Profit/loss on the sale of fixed assets -1 719 -261 The company's business involves providing engineering and architectural consultancy services, and developing new relevant products. 1 400 - Income from investments in subsidiaries - - The development costs are mainly salaries and other personnel costs. In 2012, NOK 24,000,000 (NOK 24,803,000 in 2011) was expensed -22 755 -62 546 Change in accounts receivable -65 972 -29 915 in total for research and development, including specialist training and Group events. In addition, NOK 1,500,000 (400,000 in 2011) was given towards collaborative research projects with total funding of NOK 50,000,000 -1 204 7 413 Change in accounts payable 9 967 5 188 (4,000,000 in 2011). 16 948 41 130 Change in other current assets and other liabilities 39 716 16 196 194 635 173 952 Net cash flow from operating activities 178 532 196 559

Note 18 Guarantees and other sureties 167 2 035 Sale of fixed assets 2 035 2 521 -31 240 -28 638 Purchase of prop., plant and equip. and acquisition of intangible assets -29 074 -34 188 PARENT COMPAN CONSOLIDATED - - Repayments on loan to Group - 8 021 2012 2011 2012 2011 -59 639 -8 962 Purchase of financial assets -8 962 -59 639 Guarantees given to customers 23 194 26 420 23 194 26 420 -63 375 -70 450 Investments in financial assets and pensions -70 450 -63 485 Guarantees for other obligationsr 27 568 22 904 27 568 22 904 -154 088 -106 014 Net cash flow from investment activities -106 450 -146 771 Total guarantees and other sureties 50 762 49 324 50 762 49 324 - -25 000 Repayment of current liabilities -25 000 -11 501 -6 128 74 Cash impact of merger 74 -6 128 Note 19 Restricted cash -23 611 -31 481 Dividends -31 481 -23 611 60 000 - Issue of non-current liabilities - 60 000 Of the Group's liquid assets, NOK 50,285,000 constitute cash held in a tax withholding account or restricted cash for projects, of which - - Shareholder contribution - 151 NOK 49,828,000 (45,428,000 in 2011) related to the parent company. -35 000 - Repayment of non-current liabilities - -35 000 -4 739 -56 407 Net cash flow from financing activities -56 407 -16 090 Note 20 Financial items 35 808 11 530 Net change in cash and cash equivalents 15 673 33 699 PARENT COMPANY CONSOLIDATED 212 781 248 589 Cash and cash equivalents at 1 Jan. 250 836 230 943 2012 2011 2012 2011 248 589 260 119 Cash and cash equivalents at 31 Dec. 266 509 264 643

FINANCE INCOME 77 66 Interest received from Group companies - - 7 456 4 632 Other interest income 7 465 5 250 29 745 Other financial income 41 902 1 644 4 260 Dividends 1 644 4 260 9 206 9 702 Dividends 9 150 10 412

FINANCE COSTS 128 827 Other interest expenses 133 833 476 302 Other finance costs 477 527 605 1 129 Finance costs 610 1 360 8 601 8 573 Net finance income 8 540 9 052

Multiconsult Annual Report 2012 19 20 Multiconsult Annual Report 2012 Auditor’s report Address list

Alta Moss Postal address: Postboks 1011 Postal address: Dronningens gate 30 9503 Alta 1530 Moss Visiting address: Løkkeveien 37 Visiting address: Dronningens gate 30 Telephone no.: 78 10 12 00 Telephone no.: 69 38 39 00

Bergen* Narvik Postal address: Nesttunbrekka 99 Postal address: Fagernesveien 1 5221 Nesttun 8514 Narvik Visiting address: Nesttunbrekka 99 Visiting address: Fagernesveien 1 Telephone no.: 55 62 37 00 Telephone no.: 76 96 70 70

Bodø Oslo Postal address: Postboks 716 Postal address: Postboks 265 Skøyen 8001 Bodø 0213 Oslo Visiting address: Storgata 29 Visiting address: Drammensveien 147 Telephone no.: 75 50 43 00 Telephone no.: 21 58 50 00

Drammen* Oslo (head office)* Postal address: Postboks 2345 Postal address: Postboks 265 Skøyen 3003 Drammen 0213 Oslo Visiting address: Strømsø Torg 9 Visiting address: Nedre Skøyen vei 2 Telephone no.: 31 30 24 00 Telephone no.: 21 58 50 00

Egersund Ski Postal address: Postboks 223 Postal address: Holteveien 5 4379 Egersund 1400 Ski Visiting address: Sandakergaten 4 Visiting address: Holtevegen 5 Telephone no.: 51 46 12 60 Telephone no.: 21 58 50 00

Fredrikstad* Skien Postal address: Postboks 1424 Postal address: Leirvollen 23 1602 Fredrikstad 3736 Skien Visiting address: Storgata 35 Visiting address: Leirvollen 23 Telephone no.: 69 38 39 00 Telephone no.: 35 11 25 00

Grimstad Sortland Postal address: Jon Lilletuns vei 3 Postal address: Postboks 183 4879 Grimstad 8401 Sortland Visiting address: Jon Lilletuns vei 3 Visiting address: Rådhusgata 3 C Telephone no.: 37 40 20 00 Telephone no.: 75 40 27 00

Kirkenes Stavanger* Postal address: Postboks 79 Postal address: Stokkamyrveien 13 9915 Kirkenes 4313 Sandnes Visiting address: Pasvikveien 2 Visiting address: Stokkamyrveien 13, west entrance Telephone no.: 78 99 49 40 Telephone no.: 51 22 46 00

Kristiansand Steinkjer Postal address: Rigedalen 15 Postal address: Svein Jarls gate 2 4626 Kristiansand 7713 Steinkjer Visiting address: Rigedalen 15 Visiting address: Svein Jarls gate 2 Telephone no.: 37 40 20 00 Telephone no.: 73 10 34 50

Longyearbyen Tromsø* Postal address: Postboks 425 Postal address: Postboks 2274 9170 Longyearbyen 9269 Tromsø Visiting address: Næringsbygget Visiting address: Sjølundvegen 2 Telephone no.: 79 02 14 19 Telephone no.: 77 62 26 00

Mo Tromsø Postal address: Postboks 417 Postal address: Postboks 2274 Visiting address: Mo Industripark Teknobygget 9269 Tromsø Telephone no.: 73 10 62 38 Visiting address: Fiolvegen 13 Telephone no.: 77 60 69 40

* Regional offices

Multiconsult Annual Report 2012 21 22 Multiconsult Annual Report 2012 .multiconsult.no www.multiconsult.no www almann Omslagsdesign: Design W Foto: Alexander Benjaminsen Foto: Alexander Benjaminsen

TM Design/trykk: Grøset

Vadsø

Kirkenes Alta Multiconsult Annual Report 2012 Multiconsult Hovedkontor: Nedre Skøyen vei 2, 0276 Oslo Postboks 265 Skøyen, 0213 Oslo Telefon 21 58 50 00 Telefaks 21 58 50 01 [email protected] www.multiconsult.no 910 253 158 org.nr.

Multiconsult Head office: Nedre Skøyen vei 2, N-0276 Oslo 265 Skøyen, N-0213 Oslo P.O.Box no.: +47 21 58 50 00 Telephone Fax no.: +47 21 58 50 01 [email protected] www.multiconsult.no org. no 910 253 158

Tromsø

Narvik

Mo i Rana i Mo

Sortland

Bodø

(hovedkontor)

Steinkjer

Fredrikstad

Ski

Moss

Oslo

Trondheim

Tønsberg

Grimstad

Vøyenenga

Skien

Kristiansand

Drammen

Ålesund Egersund

7486 Trondheim 3105 Tønsberg 9811 Vadsø 1339 Vøyenenga 6025 Ålesund

Bergen Stavanger Trondheim* Postal address: Postboks 6230 Sluppen Visiting address: no.:Telephone Sluppenvegen 23 73 10 62 00 Tønsberg Postal address: Postboks 1287 Trudvang Visiting address: no.:Telephone Kilengata 2 33 74 40 30 Postal address: Postboks 353 Visiting address: no.:Telephone Andersensgt 4, 3 etg W. 78 94 21 30 Vøyenenga Postal address: Ringeriksveien 175 Visiting address: no.:Telephone Ringeriksveien 175 21 58 56 00 Ålesund Postal address:: Postboks 1529 Visiting address: no.:Telephone Larsgårdsvegen 4 73 10 34 90

APPENDIX C APPLICATION FORM FOR THE RETAIL OFFERING

APPLICATION FORM FOR THE RETAIL OFFERING – MULTICONSULT ASA

General information: The terms and conditions for the Retail Offering are set out in the prospectus dated 8 May 2015 (the “Prospectus”), which has been issued by Multiconsult ASA (the “Company”) in connection with the secondary sale of existing shares in the Company by Stiftelsen Multiconsult (the “Lead Selling Shareholder”), as well as certain other shareholders as listed in Section 11 “The Selling Shareholders” of the Prospectus (collectively, the “Selling Shareholders”), and the listing of the Company’s Shares on the Oslo Stock Exchange. All capitalised terms not defined herein shall have the meaning as assigned to them in the Prospectus.

Application procedure: Norwegian applicants in the Retail Offering who are residents of Norway with a Norwegian personal identification number may apply for Offer Shares by using the following websites: www.multiconsult.no, www.abgsc.no, and www.arcticsec.no. Applications in the Retail Offering can also be made by using this Retail Application Form (see definition in Section 17.5.1 “Offer Price” of the Prospectus). Retail Application Forms must be correctly completed and submitted by the applicable deadline to one of the following application offices:

ABG Sundal Collier Norge ASA Arctic Securities As Munkedamsveien 45E Haakon VII´s gt 5 P.O. Box 1444 Vika P.O. Box 1833 Vika N-0115 Oslo N-0123 Oslo Norway Norway Tel: +47 22 01 60 00 Phone: +47 21 01 30 40 Fax: +47 22 01 60 62 Fax: +47 21 01 31 36 Email: [email protected] Email: [email protected] www.abgsc.com www.arcticsec.no

The applicant is responsible for the correctness of the information filled in on this Retail Application Form. Retail Application Forms that are incomplete or incorrectly completed, electronically or physically, or that are received after expiry of the Application Period, and any application that may be unlawful, may be disregarded without further notice to the applicant. Subject to any shortening or extension of the Application Period, applications made through the VPS online application system must be duly registered by 12:00 hours (CET) on 21 May 2015, while applications made on Retail Application Forms must be received by one of the application offices by the same time. None of the Company, the Selling Shareholders or any of the Managers may be held responsible for postal delays, unavailable fax lines, internet lines or servers or other logistical or technical matters that may result in applications not being received in time or at all by any of the application offices. All applications made in the Retail Offering will be irrevocable and binding upon receipt of a duly completed Retail Application Form, or in the case of applications through the VPS online application system, upon registration of the application, irrespective of any shortening or extension of the Application Period, and cannot be withdrawn, cancelled or modified by the applicant after having been received by the application office, or in the case of applications through the VPS online application system, upon registration of the application.

Price of Offer Shares: The indicative price range (the “Indicative Price Range”) for the Offering is from NOK 75 to NOK 78 per Offer Share. The Lead Selling Shareholder and the Company, in consultation with the Managers, will determine the final Offer Price on the basis of applications received and not withdrawn in the Institutional Offering during the Bookbuilding Period and the number of applications received in the Retail Offering. The Offer Price will be determined on or about 21 May 2015. The Offer Price may be set within, below or above the Indicative Price Range. Each applicant in the Retail Offering will be permitted, but not required, to indicate when ordering through the VPS online application system or on the Retail Application Form that the applicant does not wish to be allocated Offer Shares should the Offer Price be set higher than the highest price in the Indicative Price Range. If the applicant does so, the applicant will not be allocated any Offer Shares in the event that the Offer Price is set higher than the highest price in the Indicative Price Range. If the applicant does not expressly stipulate such reservation when ordering through the VPS online application system or on the Retail Application Form, the application will be binding regardless of whether the Offer Price is set within or above (or below) the Indicative Price Range.

Allocation, payment and delivery of Offer Shares: Arctic Securities AS, acting as settlement agent for the Retail Offering, expects to issue notifications of allocation of Offer Shares in the Retail Offering on or about 22 May 2015, by issuing allocation notes to the applicants by mail or otherwise. Any applicant wishing to know the precise number of Offer Shares allocated to it may contact one of the application offices from on or about 22 May 2015 during business hours. Applicants who have access to investor services through an institution that operates the applicant’s VPS account should be able to see the number of Offer Shares they have been allocated from on or about 22 May 2015. In registering an application through the VPS online application system or by completing and submitting a Retail Application Form, each applicant in the Retail Offering will authorise Arctic Securities AS (on behalf of the Managers) to debit the applicant’s Norwegian bank account for the total amount due for the Offer Shares allocated to the applicant. Accounts will be debited on or about 26 May 2015 (the “Payment Date”), and there must be sufficient funds in the stated bank account from and including 22 May 2015. Applicants 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. Further details and instructions will be set out in the allocation notes to the applicant to be issued on or about 22 May 2015, or can be obtained by contacting Arctic Securities AS at +47 21 01 30 40. Arctic Securities AS (on behalf of the Managers) is only authorised to debit each account once, but reserves the right (but has no obligation) to make up to three debit attempts through 2 June 2015 if there are insufficient funds on the account on the Payment Date. Should any applicant have insufficient funds on its account, or should payment be delayed for any reason, or if it is not possible to debit the account, overdue interest will accrue and other terms will apply as set out under the heading “Overdue and missing payment” below. Subject to timely payment by the applicant, delivery of the Offer Shares allocated in the Retail Offering is expected to take place on or about 27 May 2015 (or such later date the relevant account is successfully debited).

Guidelines for the applicant: Please refer to the second page of this Retail Application Form for further application guidelines.

Applicant’s VPS-account (12 digits): I/we apply for shares for a total of NOK (minimum Applicant’s bank account to be debited (11 NOK 10,500 and maximum NOK 1,999,999): digits):

OFFER PRICE: My/our application is conditional upon the final Offer Price not being set above the high-point of the Indicative Price Range as of the date of your receipt of this Retail Application Form (insert cross) (must only be completed if the application is conditional upon the final Offer Price not being set above the prevailing high-point of the Indicative Price Range): I/we hereby (i) confirm and warrant to have read the Prospectus and that I/we are aware of the risks associated with an investment in the Offer Shares and that I/we are eligible to apply for and purchase Offer Shares under the terms set forth in the Prospectus, (ii) irrevocably (a) order the number of Offer Shares allocated to me/us up to the amount specified above subject to the terms and conditions set out in the Prospectus, (b) authorise and instruct each of the Managers (or someone appointed by them) to take all actions required to purchase the Offer Shares allocated to me/us on my/our behalf, to take all other actions deemed required by them to give effect to the transactions contemplated by this Retail Application Form, and to ensure delivery of such Offer Shares to me/us in the VPS, on my/our behalf, and (c) authorise Arctic Securities AS to debit my/our bank account set out above for the amount of the Offer Shares allotted to me/us. Date and place(1): Binding signature(2):

(1) Must be dated during the Application Period (2) The applicant must be of age. If the Retail Application Form is signed by a proxy, documentary evidence of authority to sign must be attached in the form of a Power of Attorney or Company Registration Certificate.

DETAILS OF THE APPLICANT — ALL FIELDS MUST BE COMPLETED First name: Surname / Family name / Company name:

Home address / For companies: registered business address: Zip code and town:

Identity number (11 digits) / For companies: registration number: Nationality:

Telephone number (daytime): E-mail address:

See next page for additional application guidance.

GUIDELINES FOR THE APPLICANT

THIS RETAIL APPLICATION FORM IS NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE “SELLING RESTRICTIONS” BELOW.

Regulatory Matters: Legislation passed throughout the EEA pursuant to the Markets in Financial Instruments Directive (“MiFID”) implemented in the Norwegian Securities Trading Act, imposes requirements in relation to business investment. In this respect the Managers must categorise all new clients in one of three categories: Eligible counterparties, Professional and Non-professional clients. All applicants applying for Offer Shares in the Offering who/which are not existing clients of one of the Managers will be categorised as Non-professional clients. The applicant can by written request to the Managers ask to be categorised as a Professional client if the applicant fulfils the provisions of the Norwegian Securities Trading Act. For further information about the categorisation the applicant may contact the Managers. The applicant represents that it has sufficient knowledge, sophistication and experience in financial and business matters to be capable of evaluating the merits and risks of an investment decision to invest in the Company by applying for Offer Shares, and the applicant is able to bear the economic risk, and to withstand a complete loss of an investment in the Company.

Execution Only: As the Managers are not in the position to determine whether the application for Offer Shares is suitable for the applicant, the Managers will treat the application as an execution only instruction from the applicant to apply for Offer Shares in the Offering. Hence, the applicant will not benefit from the corresponding protection of the relevant conduct of business rules in accordance with the Norwegian Securities Trading Act.

About the Managers; Information Barriers: The Managers are securities firms, offering a broad range of investment services. In order to ensure that assignments undertaken in the Managers’ corporate finance departments are kept confidential, the Managers’ other activities, including analysis and stock broking, are separated from their corporate finance departments by information barriers known as “Chinese walls”. The applicant acknowledges that the Managers’ analysis and stock broking activity may act in conflict with the applicant’s interests with regard to transactions in the Offer Shares as a consequence of such Chinese walls.

VPS Account; Anti-Money Laundering: The Retail Offering is subject to applicable anti-money laundering legislation, including the Norwegian Money Laundering Act of 6 March 2009 no. 11 and the Norwegian Money Laundering Regulation of 13 March 2009 no. 302 (collectively, the “Anti-Money Laundering Legislation”). Applicants who are not registered as existing customers of one of the Managers must verify their identity to one of the Managers in accordance with requirements of the Anti-Money Laundering Legislation, unless an exemption is available. Applicants who have designated an existing Norwegian bank account and an existing VPS account on the Retail Application Form are exempted, unless verification of identity is requested by a Manager. Applicants who have not completed the required verification of identity prior to the expiry of the Application Period will not be allocated Offer Shares. Participation in the Retail Offering is conditional upon the applicant holding a VPS account. The VPS account number must be stated in the Retail Application Form. VPS accounts can be established with authorised VPS registrars, who can be Norwegian banks, authorised 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 authorised by the Norwegian FSA.

Selling Restrictions: The Offering is subject to specific legal or regulatory restrictions in certain jurisdictions, see Section 18 “Selling and Transfer Restrictions” of the Prospectus. Neither the Company, the Selling Shareholders nor the Managers assumes any responsibility in the event there is a violation by any person of such restrictions.

Stabilisation: In connection with the Offering, Arctic Securities AS (as the “Stabilisation Manager”), or its agents, may, upon exercise of the Lending Option, engage in transactions that stabilise, maintain or otherwise affect the price of the Shares for up to 30 days from the first day of the Listing. Specifically, the Stabilisation Manager may effect transactions with a view to supporting the market price of the Shares at a level higher than might otherwise prevail, through buying Shares in the open market at prices equal to or lower than the Offer Price. There is no obligation on the Stabilisation Manager and its agents to conduct stabilisation activities and there is no assurance that stabilisation activities will be undertaken. Such stabilising activities, if commenced, may be discontinued at any time, and will be brought to an end at the latest 30 calendar days after the first day of the Listing.

Investment decisions based on full Prospectus: Investors must neither accept any offer for, nor acquire any Offer Shares, on any other basis than on the complete Prospectus.

Terms and Conditions for Payment by Direct Debiting; Securities Trading: Payment by direct debiting is a service provided by cooperating banks in Norway. In the relationship between the payer and the payer’s bank the following standard terms and conditions apply:

1. 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.

2. 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 is given by other appropriate manner. The bank will charge the indicated account for incurred costs.

3. The authorisation for direct debiting is signed by the payer and delivered to the beneficiary. The beneficiary will deliver the instructions to its bank who in turn will charge the payers bank account.

4. In case of withdrawal of the authorisation 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 payer withdraws a payment instruction which has not been completed. Such withdrawal may be regarded as a breach of the agreement between the payer and the beneficiary.

5. The payer cannot authorise for payment a higher amount than the funds available at 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 is being charged. If the account has been charged with an amount higher than the funds available, the difference shall be covered by the payer immediately.

6. The payer’s account will be charged on the indicated date of payment. If the date of payment has not been indicated in the authorisation 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 authorisation 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.

7. 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.

Late or Missing Payments: Should any investor have insufficient funds on his or her account, or should payment be delayed for any reason, or if it is not possible to debit the account, interest will accrue on the amount due at a rate equal to the prevailing interest rate under the Norwegian Act on Interest on Overdue Payments of 17 December 1976, No. 100, which at the date of this Prospectus was 9.25% per annum. The non-paying investors will remain fully liable for payment of the Offer Shares allocated to them, irrespective of any payment for the Offer Shares allocated to them by any of the Managers. The Offer Shares allocated to such investors will be transferred to a VPS account operated by one of the Managers and will be transferred to the non-paying investor when payment of the relevant Offer Shares is received. The Managers reserve the right, without further notice, to sell or assume ownership of such Offer Shares if payment has not been received by the third day after the payment due date. If Offer Shares are sold on behalf of the investor, such sale will be for the investor’s account and risk (however so that the investor shall not be entitled to profits therefrom, if any) and the investor will be liable for any loss, costs, charges and expenses suffered or incurred by the Company, the Selling Shareholders and/or the Managers as a result of or in connection with such sales, and the Company, the Selling Shareholders and/or the Managers may enforce payment of any amount outstanding in accordance with Norwegian law.

Multiconsult ASA Nedre Skøyen vei 2 0276 Oslo Norway

ABG Sundal Collier Norge ASA Arctic Securities AS Munkedamsveien 45 Haakon VIIs gate 5 P.O. Box 1444 Vika P.O. 1833 Vika 0115 Oslo 0123 OSLO Norway Norway Phone: +47 22 01 60 00 Phone: +47 21 01 30 40 Fax: +47 22 01 60 62 Fax: +47 21 01 31 36 Email: [email protected] Email: [email protected] www.abgsc.com www.arcticsec.no

Norwegian legal counsel Advokatfirmaet Wiersholm Dokkveien 1 Postboks 1400 Vika, 0115 Oslo Norway Tel: +47 21 02 10 00

150215 – Heads&Tales KF95