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The nomination committee’s proposal to the extraordinary general meeting of Agasti Holding ASA regarding the composition of the Board of Directors

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The nomination committee of Agasti Holding ASA has consisted of Steinar Olsen, Ulf-Einar Staalesen and Nils A. Foldal, of which the latter is the Chairman of the nomination committee.

At the general meeting of 26.06.2013 it was stated that the nomination committee should find a new unifying Board of Directors for the majority of the shareholders as soon as such a Board could be presented. Subsequently, the nomination committee has worked with the company’s CEO and largest shareholders, and is now pleased to present proposed Board members and a new proposed Chairman of the Board. These individuals have expressed their willingness to provide assistance in the work to further develop Agasti Holding ASA. It is the nomination committee’s view that the new Board members will provide significant competence and breadth to the Board. The new candidates are independent of both the company’s administration and the company’s largest shareholders.

The nomination committee believes that its most important task is to identify candidates who are regarded as having the necessary competence and capacity to undertake the tasks incumbent upon a Board of Directors. The Board, as a collegiate body, is responsible for balancing various interests in order to promote value creation within the company. The nomination committee has also aimed to compose the Board of persons who have the willingness and ability to cooperate. In the nomination committee’s view, the current Board of Directors has fully satisfied the above-mentioned requirements.

The nomination committee recommends the following Board composition:

  1. Arne Reinemo, Chairman of the Board (new)
  2. Sissel Knutsen Hegdal, Board Member
  3. Erling Meinich-Bache, Board Member
  4. Beatriz Malo de Molina, Board Member (new)
  5. Merete Haugli, Board Member
  6. Paal E. Johnsen, Board Member

The nomination committee would also like to thank departing Board members Stein Aukner and Pia Gideon for their service, and Merete Haugli for her efforts as Chairman of the Board throughout a demanding phase for the company.

A short resume for each of the new Board candidates is attached.

Oslo, 13 November 2013

Nils A. Foldal
Chairman of the nomination committee (sign.)

Arne Reinemo – Proposed Chairman

Arne Reinemo – is a Partner of Creo Advisors, an advisory firm focusing on corporate finance services and strategic consulting. He has been the Chairman and CEO of Top Temp Holding, a temporary staffing company, Interim CEO of Trio AB, a public Swedish software firm, Investment Director at Kistefos AS, Engagement Manager at McKinsey & Co, where he focused on Financial Institutions and Corporate Finance, and he has also worked at SBC Warburg, Vital Insurance and Elcon Securities. Arne Reinemo is currently the Chairman of NextGenTel, a Norwegian Broadband company, and he has previously served as a board member in several organizations.

Arne holds a MBA with Honors from the University of Chicago, Booth School of Business with concentration in Theoretical Finance and Statistics and an MSc (siviløkonom) from the Norwegian School of Economics and Business Administration.

Beatriz Malo de Molina, proposed Board Member

Beatriz is Senior Vice President and Head of Mergers & Acquisitions of Orkla ASA.  She has previously been Investment Director of Kistefos Private Equity and Associate Principal for McKinsey & Co. in Oslo.  Prior to her time in Norway, Beatriz worked for 10 years within Goldman Sachs’s Investment Banking and Capital Markets divisions, in the New York, Mexico City, Frankfurt and London offices.  Beatriz has served on several boards in international and Norwegian companies, both as Chairman and as non-Executive Director, and is currently a Director on the Board of Investinor AS (Norway) and Gränges Heat Transfer (Sweden).  Beatriz graduated with summa cum laude honors from Georgetown University (Washington D.C.) and received an M.Phil. from the University of Oslo.

This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act).