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2013 Annual Report StormGeo Control In a changing environment

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Page 1: StormGeo - Stamdatastamdata.com/documents/NO0010701287_IB_20140505.pdf · 05.05.2014  · decision support for weather sensitive operations in the shipping and offshore industries,

2013

Annual Report

StormGeoControl In a changing environment

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Annual Report 2013

Table of ContentsManagement Report StormGeo Group.... ...................................................................................3

Annual Report on Corporate Governance,.......................... ....... ........................ ....................11

Management report Storm Geo Holding AS...... ............... ........ ..............................................14

Storm Geo

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Annual Report 2013 I K M M I

Management ReportGeneralStormGeo Holding AS Group ("StormGeo" or the "Group") creates leading-edge decision support systems and services for weather sensitive operations in the shipping, offshore, renewables, media and aviation sectors. The Group is headquartered in Bergen, Norway and operated through 2013 a global network of 13 offices in 10 countries supporting customers around the world.

"Our goal Is to reduce weather and climate related risks and support our customers In safeguarding their employees, assets and the environment"

"Since inception, our focus has been on buiiding competence in meteorology, oceanography, statistlcs/maihematics,programing and knowledge about our customer's operational criteria and risks. We seek continuous improvement to increase safety and return of Investment for our customers."

StormGeo has since inception in 1997 invested considerable resources in research, development and innovation. In 2013 the group further strengthened its expertise and the R&D department amounts to 20.7 % of the total FTEs in the Group. R&D is operated from three major locations; Bergen/Norway, Houston/US and Stockholm/Sweden.

Going ConcernIn accordance with the requirements of the Norwegian Securities Trading Act, cf. the Norwegian Accounting Act, we confirm that the financial statements have been prepared under the assumption of going concern. The assumption is based on profit forecasts for 2013 andlong-term strategic forecasts and the Group's sound economic and financial position.

Review of the Consolidated Financial StatementsThe consolidated financial statements for the year ended December 31, 2013 are prepared in accordance With IFRS as issued by the International Accounting Standards Board as adopted by EU.For 2013, StormGeo Groups' revenues were MNOK 169.2, an 11% Increase compared to MNOK 152.6 in 2012 (proforma). The Group made no acquisitions in 2013.

EBITDA for 2013 was MNOK 25.0 (15%), compared to MNOK 17.0 (12,5%) in 2012.

Loss in 2013 was MNOK 5.1, compared to a loss of MNOK 11.2 in 2012.Cash flow from operating activities in 2013 was MNOK 21.9, compared to MNOK 20.9 in 2012.

StormGeo Group has a strong financial position with a net cash position ofMNOK 23.9 as of December 31,2013, compared to MNOK 21, as of December 31,2012.

Storm Geo

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Annual Report 2013 ( P l B S i i B i

StormGeo Group has an interest-bearing debt of MNOK 117,1 as of December 31, 2013, compared to MNOK 112.5, as of December 31, 2012.

StormGeo Group has intangible assets, inclusive Goodwill, of MNOK 295.5 and CAPEX PPE of MNOK 7.8. Goodwill of MNOK 194.6 are related to acquisitions of ImpactWeather and MetConsultancy in 2012 and StormGeo AS in 2011.

The Board of Directors and Executive Management are of the opinion that the financial statements provide a true and fair view of StormGeo Group's assets, liabilities, financial position and resuits.

Allocation of the ResultFor 2013, the Group posted a net loss of MNOK 5.1 to other equity.

Outlook for 2014StormGeo made a transformational transaction in February 2014, when it acquired US based company Applied Weather Technology Inc, (AWT). Following the transaction StormGeo became a giobal leading supplier of software systems, decision support and weather predictions. The acquisition propels StormGeo into a leading position within decision support for weather sensitive operations in the shipping and offshore industries, AWT, headquartered in Silicon Valley, California, has 11 offices in 7 Countries. They have been a leader in marine forecasting for over 15 years, supporting more than 5,300 ships per day with routing guidance and operational efficiency. With the addition of AWT, the StormGeo Group of companies will now span 14 countries, with 22 offices and more than 320 employees. More than 70 % of estimated Group revenues going into 2014 are subscription based from existing customers and/or long term recurring in nature. The combined group see significant synergy potentials going forward.

To finance the acquisition of AWT, StormGeo successfully placed a MNOK 500 bond loan In February 2014 (3 year maturity) as well as raising MNOK 197 in new equity. Following the transaction, the Group holds no other interest carrying debt than the issued bond, and has approximately MNOK 120 in cash reserves. Given that more than 80% of revenues are generated in USD, the loan Issued in NOK has been swapped to USD. In addition, SR Bank 1 has increased the overdraft facility from MNOK 15 to MNOK 50 in February 2014.

In March 2014 the EOT Mid-Market fund agreed to acquire 57.5% of the outstanding shares in StormGeo Holding AS from Reiten & Co, a Norwegian private equity firm, and TV2.

DNV GL, the world's largest ship and offshore classification society/ management and employee shareholders, will partner with and invest alongside EQT Mid-Market to continue to grow and develop the Group. EQT is the leading private equity group in Northern Europe, with portfolio companies in Northern and Eastern Europe, Asia and the US with total sales of more than EUR 25 billion and over 550,000 employees. EQT works with portfolio companies to achieve sustainable growth, operational excellence and market leadership.

Storm Geo

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Annual Report 2013

Risk FactorsEconomic, Political and Legal Risk: The Group's business is diversified both geographically and by industries served. Still, StormGeo is exposed to the economic cycle and macro economical fluctuations, as changes in the general economic situation could affect demand for StormGeo's products and pricing of services. Changes In legislation and fiscal framework governing the activities of StormGeo in specific countries could have material impact on StormGeo's operations and financial results for those areas; StormGeo may be exposed to legal claims from authorities, customers or other third parties. No assurance can be given regarding the outcome of any such claim. In addition to insurance coverage, liability limitations versus customers are governed in the individual contracts.

Market Risk: The demand for StormGeo's products will depend inter alia on the conditions in the relevant industry. For example, a lower oil price may lead to less exploration activity worldwide and hence over time reduce the size of the market in this industry. If the quality of StormGeo's products does not meet market expectations this may adversely affect the demand, Prices may come under increased pressure and new regulatory requirements may adversely affect the demand for StormGeo's services. Still, as the services of StormGeo are focusing on the customers management of risk, most regulatory changes are overall more likely to be positive than negative.

Financial Risk: Changes in currency exchange rates and interest rates may affect the profitability of StormGeo's operations and the value of an investor's investment. StormGeo may be required to make substantial capital expenditure for expansion/development of its operations in the future. Such capital expenditures could be covered by revenues, new equity or by obtaining new debt, If StormGeo's revenues decline, or if StormGeo is unable to attract investors to increase the Group's equity, or if new debt arrangements are not accessible, or only on unattractive commercial terms, StormGeo will experience a limited ability to expand/develop its business and may also be prevented from paying its debts as they fall due. Failure by StormGeo to meet any covenants or undertakings in its debt arrangements could result in all outstanding amounts under the different debt arrangements becoming immediately due for payment.

Unsatisfactory economic management: Eventual Sack of satisfactory economic management of the Group's liquidity, profitability etc, may result in failure to meet payments on time and ultimately may result in bankruptcy,

Competition: The industry Is highly competitive, and StormGeo faces the free competition between providers of decision supportto weather sensitive operations in the different markets the group operates, Most large business opportunities will be tendered by minimum 3-4 key competitors. The competitive field varies by geographical area and the industrial sector. Although StormGeo considers itself to be well positioned in the market, integrating the customer's critical activities into its decision support solutions, no assurance can be given with regard to future competition.

Volatility of Prices due to market fluctuations: Any investment in StormGeo's debt is associated with an element of risk, and the price of StormGeo's debt may be subject to significant fluctuations caused by a number of market factors, ultimately market interest

Storm Geo

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Annua! Report 2013

rates and risk premium, many of which may be outside StormGeo's control and independent of its operational and financial development.

General Operating Risks; This includes among others failure to keep up with deveiopment of new products and services, failed marketing, implementation risk and unexpected failure or damage to production environment/technical equipment. These risks may cause a reduction in production and business interruptions,

Key Personnel; The development and prospect of StormGeo are dependent on its access to qualified personnel, in particular key management positions, -sales & marketing and certain professionals. The loss of key personnel may have an adverse impact on StormGeo's operating results and financial condition.

Risk of losing significant customers: Although StormGeo has a well-diversified customer base at the date of this presentation, the loss of some of them for whatever reason, may have significant negative impact on StormGeo's financial results due to high degree of operational gearing.

Operational gearing and loss of revenue: The Group's cost base is to a large extent salaries and thereby to be viewed as medium term fixed costs. Any decline in revenue will possibly affect net results before taxes in the same magnitude.

Technological riskiTheGroup is very dependent on successful technological development relative to its competitors, Failure to do so will most likely result in outdated products and services and will result in downward revenue and other financial results.

Working EnvironmentWorking conditions and the employee environment at StormGeo's companies are considered to be good. No accidents or injuries occurred as a result of performing the tasks and assignments by the employees during 2013. Sick leave in StormGeo amounted to 1.5% in 2013. During 2013, the workforce increased by 17 employees. At year end, StormGeo had 165 employees compared to 148 employees at year-end 2012, The average number of employees in 2013 was 156.5, compared to 115.5 in 2012.

Equal OpportunitiesBy the end of 2013 (reporting period), 33% of employees were women, as compared to 29% at the end of 2012. StormGeo has 2 women serving as directors on the Board of Directors and one woman in its Senior Management team. The Group seeks to increase the proportion of women through recruitment. Group and management focus, among others, on a personnel policy based on equal pay for equal work, which means that women and men have equal pay when in the same position, provided that other conditions are equal.

Storm Geo

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Annual Report 2013

DiscriminationStornriGeo's aim is to be a nomdiscriminatory workplace. Within the Group's workforce, over 20 different nationalities are represented as well as many different religions. The Group ensures equal opportunities and rights in recruitment; remuneration and working conditions; as well as promotion; personal development and protection against harassment. Furthermore; StormGeo's aim is to be an all-inclusive organization with regards to reduced functional ability.

Corporate Social ResponsibilityThe StormGeo Group recognizes the environmental and social impacts of our business activities. We focus strongly on corporate social responsibility and sustainable business development, on both a strategic and an operational level,The companies in the StormGeo Group are working in close cooperation across borders to ensure a higher knowledge level and shared company culture and ethical foundation.The integrity of our colleagues and The StormGeo Group's shared vaiues define the compass by which we navigate when doing business across the world.

StormGeo's Ethical guidelines:Violations of the ethical guidelines will have consequences, and serious offences may result in termination of employment,

Our valuesStormGeo's identity is expressed through our common values.

Competence

» We will be home to the best talent and expertise in the business, e We deliver quality products and services valued by our partners and customers. * We seek continuous improvement to reduce risk and Increase safety.

StormGeo

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Annual Report 20X3-1 ^ —

Inspiration

o We believe that inspired individuals perform better and inspire others.# We share a common responsibility to seek and deliver inspiration at every

interaction.

Innovation

ft We will always demonstrate our value, challenge the status quo and be leaders in everything we do,

We do not accept discrimination of the sexes, religion, cultural heritage, race or any other form of discrimination, We wilt perform our activities based on respect for ail employees.

We will conduct our business with social consciousness and show respect for colleagues, business partners and competitors. StormGeo is committed to ethical and legal business, environmental, human rights, and labor practices on a worldwide basis.

Responsibility

Ethics are founded on moral codes and the common attitudes present in our society. Ethic codes are not necessarily stipulated in laws; they may also have their origin in values, attitudes and actions. The StormGeo Group accepts having a responsibility for an ethical and conscientious relationship with the following:

« Our colleagues (employees)« Our customers, suppliers and co-operators.* Ourowners e Our competitors « The public sector « Societye Local and global environment

Practicing the ethical guidelines is an independent responsibility for every individual employee. The management In each company has a principal responsibility for ensuring that the guidelines are respected.

Business ethics

We demand honesty and integrity in all business relations.

No employee may instigate, invite to or accept services that conflicts with legislation, directly or through an intermediary.Business transactions made on behaif of a StormGeo Group must be available for documentation in accordance with proper business code of conduct,If irregularities or affairs that violate the ethical guidelines occur, the employee is committed to consult her/his supervisor or the board of directors of the company, if there are conflicting interests, the employee shall take the matter to a supervisor or the board of

Storm Geo

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Annual Report 2013

directors in another StormGeo Group company. These actions are considered loyal; and will be treated in a responsible manner. Whoever reports such incidents will not experience any negative consequences, StormGeo is not involved in any litigation.

Gifts / services / representation

It is not aiiowed to offer or accept any form of persona) fees, provisions or services that may be interpreted as attempts of influencing decisions,

It is not allowed to give or accept any form of gift or service in relation to negotiations, or as acknowledgements for a specific contract or behavior. Customary gifts related to Christmas, anniversaries and other special occasions are tolerated.

Participating in social activities on a moderate level is a part of a polite business relationship. The participation must not escalate into a degree where it may influence decision making processes, or raise public suspicion of such,

Personal interests

An employee cannot have personal interests that conflict with the interests of the StormGeo Group, and thereby may harm the Group's reputation,

• it is every employee's duty to inform their supervisor about economic and other personal relations which may harm or raise questions about the StormGeo Group's reputation. This duty does not restrict the employee's privacy rights, and it does not extend beyond the scope of regular work conditions in industry and trade.

• Employees may not exploit their position in the StormGeo Group to gain personal advantages, Deals which give ail employees the same advantages are accepted.

StormGeo's Equality & Diversity Policy:

The purpose of this policy is to provide diversity and equality to all in employment, irrespective of their gender, race, ethnic origin, disability, age, nationality, national origin, sexuality, religion or belief, marital status and social class. We oppose all forms of unlawful and unfair discrimination. Ail employees will he treated fairly and equally and with respect.

Selection for employment, promotion, training or any other benefit will be on the basis of capacity and ability.

All employees will be assisted and encouraged to develop their full potential and the talents and resources of the workforce will be fully utilized to maximize the efficiency of the organization.

Our commitment:

o Every employee is entitled to a working environment which promotes dignity and respect to all, No form of intimidation, bullying or harassment will be tolerated.

Storm Geo

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e The commitment to diversity and equality in the workplace is good management practice and makes sound business sense,

« Breaches of our diversity and equality policy wilt be regarded as misconduct and could lead to disciplinary proceedings.

# This policy is fully supported by senior management and has been agreed employee representatives.

$ The policy will be monitored and reviewed annually.

Annual Report 2013

Storm Geo

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Annual Report 2013

Annual Report on Corporate Governance

Code of PracticeStormGeo'$ organization is structured and managed in accordance with the Norwegian Code of Practice for Corporate Governance. The Board of Directors states that StormGeo has been in compliance with the code throughout 2013.

Reporting on Corporate GovernanceStormGeo complies with this recommendation through regular Board of Directors meetings, regular operational monitoring and information provided in annual reports and other materials, in addition to the Code of Practice* the Board of Directors has adopted the Employee Conduct Code. These policies form a comprehensive set of ethical guidelines and guidelines for the corporate social responsibility of the Group. The Employee Conduct Code defines the Group’s standards for conduct of all business, legal, and ethical matters, carried out and arising in daily business, and is meant as a tool and a guide for dealings with customers, partners* interaction with competitors and fellow employees, as well as in financial areas. Among others, the Employee Conduct Code addresses conflict of interest, prohibitions on third party gifts, issues regarding mutual respect and harassment.

BusinessStormGeo complies with this recommendation through its Memorandum of Association stating that the objectives of StormGeo is to develop decision support systems and services supporting weather sensitive operations.

Equity and Dividends

EquityAs of December 2013* equity totaled MNOK 198.2 and the Group had equity to assets ratio of 53.5%. The Board of Directors considers this satisfactory given StormGeo's requirement for solidity in relation to its objectives and expressed goals, strategy and risk profile.

Dividend PolicyStormGeo complies with the requirements of the Companies Law and the Code of Practice. The Board of Directors intends to maximize the return to shareholders over time, which necessitates a continual assessment of the investment growth potential of the business in the future versus dividend pay-out.

Capital IncreasesStormGeo complies with the requirements of the Companies Law.

Storm Geo

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Annual Report 2013

Equal Treatment of Shareholders and Transactions with Close Associates

Class of SharesStormGeo's share capital consists of ordinary shares, which entitle their holder to one vote for each share held.

Related Party TransactionsStormGeo complies with the requirements of the Companies Law, which codifies the fiduciary duties that an office holder, Including directors and executive officers, owe to a company. An office holder's fiduciary duties consist of a duty of care and a duty of loyalty.

Approval of compensation of the Chief Executive Officer requires the approval of the Compensation Committee and Board of Directors meeting by simple majority.Approval of compensation of directors requires the approval of the Compensation Committee and Board of Directors meeting. The vote at the Board of Directors meeting requires a simple majority.A Director who has a personal interest in a transaction may not be present at a meeting of the Board of Directors or the Compensation Committee convened for the purpose of approving such transaction, unless the majority of the members of the Board of Directors or the Compensation Committee have personaf interest In the transaction.

The above principles with regard to required approvals for related party transactions provide a mechanism of approval that is intended to protect the shareholders, in line with the purpose of the Code of Practice.

The Board of Directors and the Compensation Committee are aware of the recommendation of the Code of Practice that a valuation from a third party is obtained from an independent third party with respect of nonimmaterial related party transactions.

In view of the above, StormGeo considers that it substantially complies with the Code of Practice's recommendation with regard to related party transactions,

General MeetingsStormGeo complies with this recommendation. A general meeting of the shareholders is held once every fiscal year at a place and time, not being more than 15 months after the date of the last general meeting, as may be prescribed by the Board of Directors.

Shareholders who are unable to attend the meeting are encouraged to sign their proxy card.

Nomination CommitteeStormGeo complies with the requirements of the Companies Law. Accordingly, Directors are elected by the shareholders meeting.

Board of Directors; Composition and IndependenceStormGeo complies with the requirement of the Companies Law. All of the seven Directors, are independent of the Group's management and material business contacts.

Storm Geo

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Annual Report 2013 W SB iM Sl

The Work of the Board of Directors

Board ResponsibilitiesStormGeo complies with the requirement of the Companies Law and the Code of Practice, The Board of Directors outlines the Group's policy and supervises the performance of the functions and acts of the Chief Executive Officer. The Board of Directors is entitled to perform all of the Group's powers and authorities and to perform in its name all the acts that it is entitled to do according to its Memorandum of association and/or Articles and/or law except for those which pursuant to law or the Articles o f Association of the Group are vested in the general meeting of the Group.There is a clear division of responsibilities between the Board of Directors and the executive management. The Chairman is responsible for the Board of Directors* work being conducted in an efficient, correct manner and in accordance with the Board of Directors' terms of reference. The Chief Executive Officer is responsible for the operational management of the Group.The Board of Directors may also appoint committees.

StormGeo has a Compensation Committee which is required to be appointed in accordance with the Companies Law.

Remuneration of the Board of Directors and Executive ManagementStormGeo complies with the requirement of the Companies Law and the Code of Practice.

Information and CommunicationsStormGeo substantially complies with the Code of Practice. The Board of Directors has implemented guidelines for its financial reporting and discloses its financial calendar.

AuditorStormGeo compiles with the requirement of the Companies Law and substantially with the requirements of the Code of Practice, The Group's statutory auditors have been Ernst&Young AS, since 1997. The report of the independent auditor for the last 17 years has been dean without comments, qualifications or reservations. The Board of Directors hold a meeting once a year with the auditors without the presence of management. The auditors are elected by the shareholders meeting of the parent company, StormGeo Holding AS, and the Board of Directors fixes their remuneration,

Confirmation from the Board of Directors and CEOWe confirm that, to the best of our knowledge, the financial statements for the period from January 01 to December 31,2013 have been prepared in accordance with applicable accounting standards and give a true and fair view of the Group consolidated assets, liabilities, financial position and results of operations, and that the Management Report provides a true and fair view of the development and performance of the business and the position of the Group together with a description of the key risks and uncertainty factors that the company is facing.

StormGeo

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Annual Report 2013

Storm Geo Holding AS Management report

StormGeo Holding AS ("StormGeo" or the "Company") is the holding company of StormGeo AS. The financial statement is presented in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway.

StormGeo Holding AS had no revenues in 2013. Subsequent to financial year end, there has been no events of material significance to the company's position. Developments so far in 2014 has been very positive and the outlook going forward considered promising.

Loss in 2013 was MNOK 2.4, compared to a profit of MNOK 0.2 in 2012. Loss in 2013 will be covered by other equity.

Cash flow from operating activities in 2013 was MNOK 0.3, compared to a negative cash flow of MNOK 4.0 in 2012.

As of December 2013, equity is MNOK 221.2 compared to MNOK 216.8 In 2012 and the Company had an equity to assets ratio of 70.5%. The Board of Directors considers this satisfactory given StormGeo's requirement for solidity in relation to Its objectives and expressed goals, strategy and risk profile.

For 2013, the StormGeo Holding AS posted a net loss o f MNOK 2,4 to other equity.

StormGeo Holding AS has no employees and there are two females in the Board of Directors, representing 28.5% of the BoD. The working environment in BoD is good and there Is not registered any occupational accidents in 2013. There shall be no discrimination based on gender or ethnicity in the company.

StormGeo Holding AS does not pollute the environment noteworthy and is a climate neutral company.

Signatures on next page

S to rm G eo

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Annual Report 20« U B g N H I

Bjarn Kjarand Haugland Sector

* * *

KemZehslnerCEO

StomGeo

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Annual Report 2013 ^ S S S M

Bergen, April 10, 2014

Erik Langaker Christian MelbyChairman of the Board Director

Bjørn Kjærand Haugland Director

Axel Dahl Henning BergDirector Director

Siri Margrethe Kalvig Director

Kathryn Moore Baker Director

* * *

Kent Zehetner CEO

Storm Geo

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Annual Report 201B 16

Bergen, April 10, 2014

Erik Langaker Chairman of the Board

Axel Dahl Director

Kathryn Moore Baker Director

* * *

Kent Zehetner CEO

Christian Melby Director Director

Henning Berg Siri Margrethe KalvigDirector Director

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StormGeo Holding AS Financial statement 2013

Consolidated statement of financial position(NOKIOQO)

Note 31.12.2013 31.12*2012 As at 1. January2012

ASSETSNon-current assetsProperty, plant and equipment 3 7 808 7 498 7 392Investment property 0 0 0Intangible assets 4 60 298 75 875 47 015Research & Development 4 40 595 30 805 21678Goodwill 4,22 194 578 194 578 156 744Financial assets 25 5 024 5 024 0Investment In subsidiaries 6 0 0 0Investments In joint ventures 5 715 420 0Other non-current assets 10 0 0Total non-current assets 309 029 314 201 232 829Current assets 0 0 0Accounts receivable 7 26 057 27 962 17 344Other current assets 8 10 440 4 312 4 956Cash and cash equivalents 9 23 910 21 055 25 931Total current assets 60 844 S3 330 48 230TOTAL ASSETS 369 873 367 531 281 059

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EQUITY AND LIABILITIES EquityP«W In espltal Issued capital Sham premium

»maid In cdDltal

10io

10 187 174 419i f

23127

10 o&o172 S99

2 »Other aaultu

8909 310

3 224 *■24-889.

9 918 169 645

0179 804

-190 -U 068

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EQUITY AND LIABILITIES EquityPaid In capitalIssued capital Share premium other paid In capital

1010

10 187 174 419 46 672

10 080 172 599 42 473

9 918 169 645

0Total paid In capital 231 277 225 152 179 564Other equityOher comprehensive Income 89 3 224 -190Other eaultv -33 318 -24 559 -11 068Total other eaultv -33 229 -21 335 »11 258Total eaultv 198 048 203 817 168 306Non-current liabilities 0 0 0Interest-bearing loans and borrowings 2,11 110 823 106 768 75 181Other non-current financial liabilities 0 -402 979Pension liability 12 1132 827 0Deferred tax liabilities 13 11981 16 019 12 023Total non-current liabilities 123 336 124 012 88 182Current liabilities 0 0 0Short term financial liabilities 6 297 5 761 0Accounts payable 14 4 019 3 130 2 121Other current liabilities 14 18 770 25 436 17 666Public duties 14 5 442 5 373 4 784Deferred revenue 13 323 0 0Liabilities for current tax 13 38 0 0Total current liabilities 47 883 39 701 24 571Total liabilities 171 824 163 713 112 753TOTAL EQUITY AND LIABILITIES 369 873 367 531 281 059

Bergen, April 10, 2014

Erik Langaker chairman of the Board

Axel Dahl Director

Kathryn Moore BakerDirector

Christian Melby Director

Henning Berg Director

Kent Zehetner CEO

Bjørn Kjærand Haugland Director

Siri Margrethe Kalvlg Director

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EQUITY AND LIABILITIES EquityPaid in capitalIssued capital Share premium Other paid in capital

1010

10 187 174 419 46 672

10 080 172 599 42 473

9 916 169 645

0Total paid in capital 231 277 225 152 179 564Other equityOher comprehensive Income 80 3 224 -190Other eaultv -33 318 -24 559 -11 068Total other eaultv -33 223 -21 335 -11 258Total equity 198 048 203 817 168 306Non-current liabilities 0 0 0Interest-bearing loans and borrowings 2,11 110 823 106 768 75 181Other non-current financial liabilities 0 -402 979Pension liability 12 1 132 827 0Deferred tax liabilities 13 11 981 16 819 12 023Total non-current liabilities 123 936 124 012 88 182Current liabilities 0 0 0Short term financial liabilities 6 297 5 761 0Accounts payable 14 4 019 3 130 2 121Other current liabilities 14 18 770 25 436 17 666Public duties 14 5 442 5 373 4 784Deferred revenue 13 323 0 0Liabilities for current tax 13 38 0 0Total current liabilities 47 889 39 701 24 571Total liabilities 171 824 163 713 112 753TOTAL EQUITY AND LIABILITIES 369 873 367 531 281 059

Bergen, April 10, 2014

Erik Langaker Christian Mei byChairman of the Board Director

/ , ff'& t, .i/fa t>-Bjørn Kjérand Hagland Director

Axel Dahl Director

Henning Berg Sir! Margrethe KalvigDirector Director

Kathryn Moore BakerDirector

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StormGeo Holding AS Financial statement 2013 Consolidated income statement (by nature of expense)1 January - 31 December(NOK 1000)___________ _______________________ _ _ _

2013 2012

Continuing operationsSales of goods - -Rendering of services 17 169 244 136 902Other revenue - 90

Totat revenue 169 244 136 992

Change in stock of work In progress and - ~finished qoodsChange in stock, fixed assets of own - -productionCost of goods sold 6 560 8 994Salary and personeil costs 15 103 079 86 614Other operating expenses 2,16,26 34 638 24 387Depreciation, amortizations and write 3,4 27 614 23 524downsOperating profit -2 648 -6 528

Finance income 19 2 418 2 567Finance costs 249 8 873 12 643Share of (iossJ/profit of ioint venture 5 294 -Profit before tax from continuing -8 808 -16 604operations

Income tax expense 13 -3 739 -5 429Profit after tax from continuing -5 069 -11 175operations

Profit (loss) from discontinued _operations, after taxProfit for the year from total -5 069 -11 175operations

Attributable to:Equity holders of the parent company -5 069 -11 175Non-controiilna interests

Earnings per share:Continued operation - Basic -kr 50,29 -kr 110,86- Diluted -kr 39,63 -kr 89,75

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Consolidated statement of comprehensive income1 January - 31 December(N O K1000)____________ __________________________

2013 2012Profit for the year -5 069 -11 175Other comprehensive income - 0Items which will not be reclassified over profit and foss

0

Revaluation of property - 0Actuarial gains (losses) on defined - 0benefit pension plansShare of other comprehensive income of - 0associatesTax related to items which will not be _ 0reclassified

0Items which may be reclassified over profit and toss in subsequent periods

-

Exchange differences -3 134 3 414Changes in fair value of cash flow hedges - 0

Changes In fair value for investments - 0held for saleTax related to Items which may be 0reclassifiedNet other comprehensive Income 0Total comprehensive income for the -8 204 -7 761vear

0 0 '0 0

Total comprehensive income attributable to:Equity holders of the parent company -8 204 “7 761Non-controlling interests 0 0

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StomiGeo Holding AS Financial statement 2013

Attributable to the equity holders of the parent

Share Share Other translation Retained Totalcapital premium paid-in differences earnings

reserve capital

As at 1 January 2012 9 918 109 €45 -190 -11 068 168 306

Issue of share capital 162 2 954 -1900

2 926Convertible loan 39 838 39 838Interest convertible loan 2 635 ~2 635 0Share based payment 508 508Profit for the period -11 175 -11 175Other comprehensive income 3 414 3 414

Equity as at 31.12 2012 10 080 172 599 42 473 3 224 -24 560 203 817Interest convertible loan 4 199 -4 199 0Exercise of options 106 1820 1 926Cost of share-based payment 508 508Profit for the period -5 069 -5 069Other comprehensive income -3 134 -3 134

Equity as at 31.12 2013 10 187 174 419 46 672 89 -33 320 198 048

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StormGeo Holding AS Financial statement 2013Consolidated statement of cash flows

Note 31.12.2013 31.12.2012Cash Flow from Operating activitiesProfit/(!oss) before tax -8 808 -16 604Income tax paid 13 -1 099 0Share of net profit of joint venture 5 -294 0Depreciation and amortisation 3,4 27 614 23 524Share-based payment transaction expense 15 508 508Finance Income 19 -2 418 -2 567Finance expence 19 8 873 12 643Changes In pension scheme assets/Habllities 12 305 827Change In account receivables 7 1 905 -10 619Change in account payables 14 889 1 010Chanqes in other current balance sheet items 14 -5 549 12 150Net Cash Flow from Operating activities 21 925 20 873

Cash Flow from Investing activitiesInvestment in joint ventures 5 0 -420Purchase of property plant and equipment 3 -3 976 -4 113Purchase of intangible assets 4 0 -80 365Internal development (R&D) 4 -17 021 -14 707Purchase of other investments 25 0 -5 024Net Cash Flow from Investing activities -20 997 -104 629

Cash Flow from financing activitiesProceeds from issuance of long term debt 0 25 891Proceeds/Payment other long term liabilities 0 10 226Issue/repurchase of share capital 10 1 926 42 764Net Cash Flow from financing activities 1 926 78 881

Net change in Cash and cash equivalents 9 2 855 -4 876

Cash and cash equivalents pr 01.01. 9 21 055 25 931Cash and cash equivalents pr 31.12. 9 23 910 21 055

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The consolidated financial statements of StormGeo Holding AS and its subsidiaries (collectively/ the Group) for the year ended 31 December 2013 were authorized for issue in accordance with a resolution of the directors on April 10 th, 2014,

StormGeo Holding AS is a limited company, incorporated in Norway, headquartered in Bergen, Address headquarter; Nordre Npstekaien 1, 5011 Bergen, Norway,

1.1 Basis for preparation of the annual accountsThe consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFR$) as endorsed by the EU.

For all periods up to and including the year ended 31 December 2012, the Group prepared its financial statements in accordance with Norwegian generally accepted accounting principles (NGAAP). These financial statements for the year ended 31 December 2013 are the first the Group has prepared in accordance with IFRS. Refer to Note 21 for information on how the Group adopted IFRS.

The consolidated financial statements are based on historical cost, with the exception of financial Instruments which are available for sale and recognized at fair value.The consolidated financial statements have been prepared on the basis of uniform accounting principles for similar transactions and events under otherwise similar circumstances. The consolidated financial statements are presented in NOK and all values are rounded to the nearest thousand (NOK000), except when otherwise indicated,

1.2 Functional currency and presentation currencyThe Group's presentation currency is NOK, This is also the parent company's functional currency, The statement of financial position figures of subsidiaries with a different functional currency are translated at the exchange rate prevailing at the end of the reporting period white the statement of comprehensive income figures are translated at the transaction exchange rate. The average exchange rates for the year are used as an approximation of the transaction exchange rate. If this average is not a reasonable approximation of the cumulative effect of the rates prevailing bn the transaction dates, income and expenses are translated at the transaction date exchange rates, Exchange differences are recognized in other comprehensive income (wOCIff). When investments in foreign subsidiaries are sold, the accumulated translation differences relating to the subsidiary attributable to the equity holders of the parent are recognised in profit or loss.

1.3 Consolidation principlesThe consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 31 December 2013,

Subsidiaries are consolidated from the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement With the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has;Power over the investee (i,e, existing rights that give it the current ability to direct the relevant activities of the investee)

Note i Summary of significant accounting policies

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Exposure, or rights, to variable returns from its involvement with the investee and,The ability to use its power over the investee to affect it returnsWhen the Group has iess than a majority of the voting or similar rights of an investee, the Group considers ail relevant facts and circumstances In assessing whether It has power over an Investee, Including:The contractual arrangement with the other Vote holders of the investee Rights arising from other contractual arrangements The Group's voting rights and potential voting rightsThe Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control, Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary*

Profit and loss and each component of other comprehensive Income (OCI) are attributed to the equity holders of the parent of the Group and the non-contro|ling interests, even If this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows

relating to intra-group transactions are eliminated In full on consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, Is accounted for as ah equity transaction. If the Group loses control over a subsidiary, It:

Derecognises the assets (including goodwill) and liabilities of the subsidiary Derecognises the carrying amount of any non-controliing interest Derecognises the cumulative translation differences, recorded in equity Recognises the fair value of the consideration received Recognises the fair value of any investment retained Recognises any surplus or deficit in profit or lossReclassifies the parent's share of components previously recognised In other comprehensive Income to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities.

1,4 The use of estimates and assessment of accounting policies when preparing the annual accounts

Estimates and assumptionsThe management has used estimates and assumptions that have affected assets, liabilities, incomes, expenses and information on potential liabilities, This particularly applies to impairment test of goodwill (see note 22) and capitalization of development costs (see 1,7 and note 4),

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1.5 Revenue recognitionRevenue is recognised when it is probable that transactions will generate future economic benefits that will flow to the company and the amount can be reliably estimated. Revenues are presented net of value added tax and discounts,The Group provides weather services 24/7 and bill customers on a running basis for the provided services, In some cases, company pre-charge and amortises the invoiced amounts over terms of the contract,

Dividend is recognised in the statement of comprehensive income when the shareholders' right to receive dividend has been determined by the general meeting.Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the costs, which It is intended to compensate, are expensed, Where the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.

1.6 Income taxThe tax expense consists of the tax payable and changes to deferred tax. Deferred taxliabiiities/tax assets are calculated on all differences between the book value and tax valueof assets and liabilities, with the exception of;temporary differences linked to goodwill that are not tax deductibletemporary differences related to investments in subsidiaries, associates or joint venturesWhen the Group controls when the temporary differences are to be reversed and this is hotexpected to take place in the foreseeable future.

Deferred tax assets are recognised when it is probable that the company will have a sufficient profit for tax purposes In subsequent periods to utilise the tax asset. The companies recognise previously unrecognised deferred tax assets to the extent it has become probable that the company can utilise the deferred tax asset, Similarly, the company will reduce a deferred tax asset to the extent that the company no longer regards it as probable that it can utilise the deferred tax asset.

Deferred tax and deferred tax assets are measured on the basis of the expected future tax rates applicable to the companies in the Group where temporary differences have arisen,

Deferred tax and deferred tax assets are recognised at their nominal value and classified as non-current asset investments (long-term liabilities) in the balance sheet.Taxes payable arid deferred taxes ate recognised directly in equity to the extent that they relate to equity transactions.

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1.7 Research and developmentExpenses relating to research activities are recognised as expense in the statement of comprehensive income as they incur. Expenses relating to development activities are capitalised to the extent that the product or process is technically and commercially viable and the Group has sufficient resources to complete the development work. Expenses that are capitalised include the costs of materials, direct wage costs and a share of the directly attributable common expenses, Capitalised development costs are recognised at their cost minus accumulated amortisation and impairment losses.

Capitalised development costs are amortised on a straight-line basis over the estimated useful iife of the asset.

1.8 Tangible assetsTangible assets, are valued at their cost less accumulated depreciation and Impairment losses. When assets are sold or disposed of, the carrying amount is derecognised and any gain or loss is recognised in the Income statement,The cost of tangible non-current assets is the purchase price, including taxes/duties and costs directly linked to preparing the asset ready for its intended use, Costs incurred after the asset is in use, such as regular maintenance costs, are recognised in the income statement, while other costs that are expected to provide future financial benefits are capitalised.

The depreciation period and method are assessed each year, A residual value is estimated at each year-end, and changes to the estimated residual value are recognised as a change in an estimate.

Assets under construction are classified as non-current assets and recognised at cost until the production or development process is completed. Assets under construction are not depreciated until the asset is taken into use.

When there is indication that the carrying amount of an tangible asset is higher than the asset's recoverable amount, the Group performs an impairment test on the asset. When the asset's recoverable amount is lower than the assets carrying amount, the asset is written down to its recoverable amount. The recoverable amount is the higher of the asset' or cash-generating unit's (CGU) fair value less cost of disposal and its vaiue in use.

1.9 Leasing

Operating leasesLeases for which most of the risk and return associated with the ownership of the asset have not been transferred to the Group are classified as operating leases. Lease payments are classified as operating costs and recognised in the statement of comprehensive income In a straight line during the contract period.

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1,10 Intangible assetsIntangible assets that have been acquired separately are carried at cost. The costs of intangible assets acquired through an acquisition are recognised at their acquisition date fair value. Capitalised intangible assets are recognised at cost less any amortisation and impairment Josses.

The economic life is either definite or indefinite. Intangible assets with a definite economic life are amortised over their economic life and tested for impairment if there are any indications that the asset is impaired. When the Group performs an impairment test, the Group estimates the asset's recoverable amount. When the intangible asset's recoverable amount is lower than the assets carrying amount, the asset is written down to its recoverable amount, The recoverable amount is the higher of the asset's or cash-generating unit's (CGU) fair value (ess cost of disposal and its value In use.

The amortisation method and period are assessed at least once a year. Changes to the amortisation method and/or period are accounted for as a change in estimate.Intangible assets with an indefinite economic life are tested for impairment at (east once a year, either individually or as a part of a cash-generating unit. Intangible assets with an indefinite economic life are not amortised. The economic iife is assessed annually with regard to whether the assumption of an indefinite economic life can be justified. If it cannot/ the change to a definite economic life is made prospectively.

1.11 Business combinations and goodwillBusiness combinations are accounted for using the acquisition method. The cost of an acquisition Is measured as the aggregate of the consideration transferred, measured at the acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interest in the acquiree at fair value or at the proportionate share of the acquirer’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance With the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquire.

If the business combination is achieved in stages, the previously held equity interest is remeasured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss.

Goodwill is Initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controiiing interest over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the gain fs recognised In profit or loss,

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing/ goodwill acquired in a business combination tS/ from the acquisition date, allocated to each of the Group's cash-generating units that are expected to benefit from the combination/ irrespective of whether other assets or liabilities of the acquire are assigned to those units.

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Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance Is measured based on the relative values of the operation disposed of and the portion of the cash generating unit retained.

Interest in a joint ventureA joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing Of control of the arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. The considerations made in determining joint control are similar to those necessary to determine control over subsidiaries, The Group's investments in its joint venture are accounted for using the equity method.

The consolidated financial statements include joint ventures according to the equity method from the date when joint control is achieved and until joint control ceases. Under the equity method, the investment In a joint venturers initially recognised at cost, presented as a non- current asset on the face of the statement of financial position,

When the Group's share of a loss exceeds the Group's investment in an joint venture, the amount carried in the Group's statement of financial position is reduced to zero and further losses are not recognised unless the Groyp has an obligation to cover any such loss,

Upon loss of joint control, the Group measures and recognises its remaining investment at Its fair value, The difference between the carrying amount of the investment upon loss of joint control and the fair value of the remaining investment and proceeds from disposal is recognised In profit or loss. When the remaining investment constitutes significant influence, the Group continues to apply the equity method and does not remeasure the retained interest.

1.12 Financial instrumentsThe Group has financial instruments within the scope of IAS 39 are classified in the following, categories: loans and receivables, available for sale and other liabilities. The group has no financial instruments in the fair value through profit or loss category.Financial assets with fixed or determinable cash flows that are not quoted in an active market are classified as loans and receivables. All other financial assets are classified as being available for sale.Financial liabilities are classified as other liabilities,

Loans and receivables and other liabilities are initially recognized at fair value plus transaction costs that are directly attributable to the acquisition or issue of the instrument. Loans and receivables and other liabilities are subsequently measured at amortized cost, using the effective interest method.

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Financial instruments that are classified as available for sale are recognised at their fair value. The gain or loss resulting from changes in the fair value of financial investments that are classified as available for sale is recognised in other comprehensive income until the investment is sold. When the investment is sold, the accumulated gain or loss on the financial instrument that has previously been recognised In other comprehensive income Is reversed and the gain or loss is recognised In the income statement.

1.13 Cash and cash equivalentsCash includes cash in hand and at bank, Cash equivalents are short-term liquid investments that can be immediately converted into a known amount of cash and have a maximum term to maturity of three months.In the statement of cash flows, the overdraft facility is stated minus the balance of cash and cash equivalents.

1.14 Equity

Equity and liabilitiesFinancial instruments are classified as liabilities or equity in accordance with the underlying economical realities.

Interest, dividend, gains and losses relating to a financial instrument classified as a liability will be presented as an expense or income. Amounts distributed to holders of financial instruments that are classified as equity will be recorded directly in equity.Convertible bonds and similar instruments which contain both a liability and equity element are divided into two components when issued, and these are recognised separately as a liability or equity.

The Group has entered into a convertible loan agreement, which have been classified as equity from initial recognition. The agreement is classified as equity because the Group has the option to demand the loan converted into equity, and this agreement does not at any point of time give the Group a contractual obligation to deliver cash or another financial asset to the counterparty.

Costs of equity transactionsTransaction costs directly related to an equity transaction are recognised directly in equity after deducting tax expenses.

Other equity (a) ReserveThis reserve contains the total net increase in the fair value of non-current assets that have been revalued at an amount which exceeds their cost. The reserve also contains total net changes in the fair value of financial instruments classified as available for sale until the Investment has been sold or it has been determined that the investment is of no value.

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(b) Translation differencesTranslation differences arise in connection with exchange-rate differences of consolidated foreign entities.

Exchange-rate differences in monetary amounts (liabilities or receivables) which are in reality a part of a company's net investment in a foreign entity are also included as translation differences.

If a foreign entity is sold, the accumulated translation difference linked to the entity Is reversed and recognised irt the statement of comprehensive income in the same period as the gain or loss on the sale Is recognised.

1.15 Employee benefits

Defined contribution plansThe Group have made contributions to local pension plans, These contributions have been made to the pension plan for part and full-time employees and equal 0-30% of the employee's salary. The pension premiums are charged to expenses as they are incurred.

Share based paymentsThe group issued options to the former owner of a subsidiary. Options granted are equity settled. On the date of the grant the Group was not able to make a reliable estimate of the fair value of the options granted. The options have therefore been measured at their intrinsic value on each reporting date between grant date and settlement. At each reporting date during the vesting period the cumulative expense is determined as the intrinsic value of the award at that date multiplied by the expired portion of the vesting period, with all changes in the cumulative expense recognised in profit or loss as salary and personnel cost and in other paid-in capital, Social security tax on options Is recorded as a liability and is recognised over the estimated vesting period,

1.16 ProvisionsA provision is recognised when the Group has an obligation (legal or self-imposed) as a result of a previous event, it is probable (more likely than not) that a financial settlement will take place as a result of this obligation and the size of the amount can be measured reliably. If the effect is considerable, the provision is caiculated by discounting estimated future cash flows using a discount rate before tax that reflects the market's pricing of the time value of money and, if relevant, risks specifically finked to the obligation,

A provision for a guarantee is recognised when the underlying products or services are soid. The provision is based on historical information on guarantees and a weighting of possible outcomes according to the likelihood of their occurrence.Restructuring provisions are recognised when the Group has approved a detailed, formal restructuring plan and the restructuring has either started or been publicly announced.

Provisions for loss-making contracts are recognised when the Group's estimated revenues from a contract are tower than unavoidable costs which were incurred to meet the obligations pursuant to the contract.

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1.17 Contingent liabilities and assetsContingent liabilities are not recognised in the annual accounts. Significant contingent liabilities are disclosed, unless the possibility of an outflow of resources is remote. Contingent assets are not recognised In the annual accounts but are disclosed if It Is probable that a benefit will be added to the Group.

1.18 Events after the reporting periodNew information on the company's financial position on the end of the reporting period which becomes known after the reporting period is recorded |n the annual accounts. Events after the reporting period that do not affect the company's financial position on the end of the reporting period but which will affect the company's financial position in the future are disclosed if significant.

1.19 Changes irt accounting policies and disclosuresThese financial statements, for the year ended 31 December 2013, are the first the Group has prepared in accordance with IFRS. For periods up to and including the year ended 31 December 2012, the Group prepared its financial statements in accordance with Norwegian generally accepted accounting principle (NGAAP).

Changes from NGAAP into IFRS are listed in note X, First-time Adoption of International Financial Reporting Standards,

Standards issued but not yet effectiveThe group has not yet considered if IFRS 9 Financial Instrumentm\\ impact the financial statements. The mandatory effective date of IFRS 9 is not known, but Is expected to be January 1, 2018 at earliest.

Other issued standards and interpretations, that are not yet effective, are not applicable for the Group, and will not have an impact on the financial statements. IFRS 1 0 , li and 12 have been early adopted upon transition to IFRS.

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Note 2: Transactions with related parties

Name of companyOwnership interest

Country______ 2013 2012Reiten & Co Capital Partners VII LP Vestland Invest AS Tv2 ASShlppersys AB

Guernsey 65,77 % 66,46 %Norway 6,52 % 6,58 %Norway 6,52 % 6,58 %Sweden 50,0 % 50,0 %

Other transactions with related parties outside the Group The Group has transactions with associated companies. Ali the transactions have beep carried out as part of the ordinary operations and at arms -length prices. The most significant transactions are as follows:

Reiten & Co Capita! Partners VII LP issued a shareholder loan of 70 MNOK to StormGeo Holding AS on May 24th, 2011. The loan has been used to finance acquisitions and investments and has a rate of 12% p.a. There has not been paid any interests or down payments per date. The loan per 31.12.2012 was 83.7 MNOK and per 31.12,2013 was 91.9 MNOK.

Vestiand Venture AS, a 100% owned subsidiary of Vestiand Invest AS, entered into a consulting agreement with StormGeo Holding As on June 1st, 2012, The consultancy work is for duties which are over and above those failing within Advisor's role as a chairman. Aspects of such duties are financial structure, ownership structure Including traditional M&A, bank financing and genera! strategic consulting work, as determined by the Company's CEO.

Tv2 and StormGeo AS have several commercial agreements which have been in service for years; - IT operation agreement where StormGeo purchase services from Tv2 for an fixed annual amount signed on June 30th, 2009. - Weather service agreement where Stormgeo AS deliver weather services TV2's TV channels signed in December 2010. - Agreement on weather services for delivery to Tv2.no signed February 28th, 2011.

StormGeo AS has an distributor agreement with Shlppersys AB arid StormGeo AS is entitled to a 30% commission on all sales of Shippersys products. Shlppersys AB invoice Stormgeo AS when payments are collected from end clients by StormGeo AS. This agreement were signed in September 28th, 2012.

StormGeo AS employeed the Managing Director of Shippersys AB on November 1st, 2013 and all his costs are invoiced to Shlppersys AB at arms-length prices.

See note 15 for more information on remuneration to management and the board.

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Note 3; Property, plant and equipment

Land and Buildings

Furniture,fixture,

Total

CostAt 1 January 2012 3 175 19 015 22 190Additions 4113 4 113Exchange differences 304 304At 31 December 2012 3 175 23 432 26 303Additions 3 976 3 976At 31 December 2013 3 175 27 408 30 279

Depreciation and impairmentAt 1 January 2012Depreciation charge for the year

731327

14 067 3 984

14 798 4 311

At 31 December 2012 1 058 18 051 19 109Depreciation charge for the year 327 3 422 3 749

Exchange differences -83 -83At 31 December 2013 1 385 21 390 22 775

Net book valueAt 1 January 2012 2 444 4 948 7 392At 31 December 2012 2 117 5 381 7 498At 31 December 2013 1 790 6 018 7 808

Economic life 5-10 years 3-5 yearsDepreciation method linear linear

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Note 4: Intangible assetsGoodwill Customer

relationsDevelop­

ment costsTech­nology

Brand Product rights, licences

Sum

Cost

At 1 January 2012Additions - internal developmentAcquisition of subsidiaries

156 744

37 834

20 000

42 531

24 880 14 707

15 000 10 000 8 483 235 107 14 707 80 365

At 31 December 2012 194 578 62 531 39 587 1000 10 000 8 483 330 179Additions - internal development 17 021 17 021At 31 December 2013 194 578 62 531 56 60S 15 000 10 000 8 483 347 200

Amortisation and impairmentAt 1 January 2012 0 2 917 3 201 1 750 583 1 259 9 710Amortisation 0 8 371 5 582 3 000 1 000 1 259 19 212

At 31 December 2012 0 8 783 4 750 1 583 2 518 28 922Amortisation 10 343 8338,35933 3 000 1 000 1 234 23 915Exchange rate differences -1108,101 -1 108At 31 December 2013 0 21 631 16 013 7 750 2 583 3 752 51 729

Net book valueAt 1 January 2012 155 744 17 083 21 678 13 250 9 417 225 397At 31 December 2012 194 578 51 243 30 805 10 250 8 417 5 965 301 258At 31 December 2013 194 578 40 900 40 595 7 250 7 417 4 731 295 472

infinite 4 -7 years 3-5 years 3-5 5-10 yearsEconomic life years 10 yearsDepreciation method NA linear linear linear linear linearGoodwill is not amortized, but tested yearly for impairment. Refer to note 22 for the impairment test of goodwill Development costs of'TOOK 17 715, have been expensed in 2013 (TNOK 15 617 in 2012 )

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The Group has a 50% Interest in Shtppersys AB, a jointly controlled entity who is focused In developing unique software solutions for the shipping industry, The Group's Interest in Shippersys AB is accounted for using the equity method in the consolidated financial statements. Summarised financial information of the joint venture, based on its IFRS financial statements, and reconciliation with the carrying amount of the Investment In

Note 5: Interests fn joint ventures

Entity Country Activities Ownershipinterest

Shippersys AB Sweden Ship technology 50%

The Storm Geo Group's total share of assets, liabilities, revenues and costs relating to investments in joint ventures which are Included in the consolidated financial statements/

2013 2012 As at 0 1 .January 2012

AssetsCurrent assets 1 887 840Non-current assets 736

LiabilitiesCurrent liabilities 1013Non-current 46liabilitiesEauitv 1 565 840 0

Proportion of the 783 420Group's ownershipCarrying amount of 715 420the Investment

Summarised statement of profit or loss of the Shippersys AB:

Revenues 1 829 0 0Operating expenses 1052 0 0

Net financial cost (income) -11 0 0Profit before taxes 788 0 0Tax 199 0 0Profit for the year (continuing operatio 589 0 0

The joint venture had no contingent liabilities or capital commitments as at 31 December 2013 and 2012. Shippersys AB cannot distribute Its profits until it obtains the consent from the two venture partners,

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The following companies are included in the consolidated financial statements:

Note 6; List of consolidated companies

Company Country of Main operations of Acquired Ownershi Voting Ownership Voting Ownership Votingincorporati weather forecast p interest power interest power interest power

on services 2013 2013 2012 2012 2011 2011

Storm Geo AB Sweden Media/ Ren ewa b 1 es 03-08.2008 100 % 100 % 100 % 100 % 100 % 100 %Renewa bles/Offsh ore/ 100 % 100 % 100 % 100 % 100 %

StormGeo Ltd UK ShippingRen ewa bles/Offsh ore/

27.07.2009100 %

100 %100 % 100 % 100 % 100 %

StormGeo Inc USA Onshore 07.09.2010 100 %Sea ware AB Sweden Shipping 01.06.2010 100 % 100 °/o 100 % 100 % 100 % 100 %StormGeo AS Norway All 24.05.2011 100 % 100 % 100 % 100% 100 % 100 %StormGeo Holding AS Norway All 06.04.2011 100 % 100 % 100 % 100 % 100 % 100 %

Media/Offshore/ 100 % 100 % 100 %StormGeo FZ LLC Dubai Shipping

Renewables/Offehore/13.01,2012

100 %100 %

100 % 100 %Impact Weather Inc US Onshore 14.05.2012 100 %StormGeo Co. Ltd, Korea Offshore 10.10.2013 100 % 100 %StormGeo do Brazil Brazil Offshore 04.04.2013 100 % 100 %

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Note 7: Account receivables

Changes in bad debt provision ;2013 2012

January 1stProvisions as of January 1 552 0Provision for bad debt during the period 189 552Reversed provision during the period **300 0Chanqes due to business combinations 0 0December 31st 441 552

Losses for bad debt is classified as other operating expenses in the income statement.

Aging of accounts receivable as was as follows;

Overdueless than 30-60 More than 90

(N O K1000) Total Not due 30 days days 60-90 days days

2013 26 057 7 859 14 565 2 537 846 2502012 27 963 7 329 13 823 4 898 1 633 280

As at 1.January2012 17 343 9 043 7 088 845 281 87

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Note 8: Other current assets

2013 2012 As at 1,January 2012

Pre-pald costsReceivables from associated companies

2 912 1965

Loaris to employeesReceivables from other related partiesOther current assets 1 020 1519 4 956Provision for bad debt Accrued accounts receivable 6 508 828Total other current assets 10 440 4 312 4 956

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Note 9: Cash and cash equivalents

2013 2012 As at 1. January 2012

CashShort-term bank deposits 23 910 21 055 25 931Cash and cash equivalents in the balance sheet 23 910

26 668 26 668

For the purpose of the statement of cash flows, cash and cash equivalents comprise the following at 31 December:

2013 2012 As at 1.January2012

Cash at banks and on handshort-term depositsCash at banks and short-term deposits attributable

23 910 21 055 25 931

to a discontinued operation 0 0 0Cash and cash equivalents 23 910 21 055 25 931

The Group had unused credit facilities of KNOK 15 000 as at 31 December 2013 (2012: KNOK 15 000). There are no restrictions on the use of these funds.

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Note 10: Share capital, shareholder information and dividend

2013 2012 As at 1. January

2012Ordinary shares, nominal amount NOK 100 101 865 100 801 99 185Total number of shares

101 86 5 100 801 99 185

Changes to share capital and premium:

No. of shares Share capital Premium

2013 2012 2013 2012 2013 2012Ordinary sharesIssued and fully paid 1st 100 801 99 185 10 080 9 919 172 599 169 645of JanuaryShare options exercised Issued new share capita!Transaction cost

10641 616

106162

1 8202 954

31 December 2013 101865 100 801 10 187 10 080 174 419 172 599Treasury shares at nominal amount

All issued shares have equal voting rights and the right to receive dividend,The share capital increase in 2013 was not registered in the Norwegian Business Register before January 2014, For computation of earning per share and diluted earning per share see Note 20.

The main shareholders at 31,12.13 are;

I Number of shares; Ownership interest:Reiten & Co Capital Partners VII LP 66 995 65,77 %TV 2 AS 6 637 6,52 %Vestland Invest 6 637 6,52 %Kent Zehetner 2 186 2,15 %Svenn Owe Haugfand 2 158 2,12 %Daniel Mathew 2 128 2,09 %Mette Krohn-Hahsen 1 851 1,63 %Orkan Invest AS 1 656 1,82 %Roar Inge Hansen 1350 1,33 %Claes Rudling 1 260 1,24 %Henrik Rlnder 1 050 1,03 %Others 7 957 7,81 %

101 865 100,00 %Dividend paid and proposedDividend paid: 2013 2012Ordinary shares

Dividends 0 0Total 0 0

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Note 11: long-term debt

Carrying amountEffective

Interest rateMaturity

date2013 2012 As at 1.

January 2012

SecuredBank loan In USD LIBOR +3,10% 2017 25 187 28 806 0

Total secured long-term debt

25 187 28 806

UnsecuredLoan from owners 12 % 2021 91 933 83 723 75 181

Total unsecured long-term debt 91 933 83 723 75 181Total long-term debt 1st year's principal repayments on long-term debt (Note 33)

117 120 6 297

112 529 5 761

75 181 0

Total long-term debt excluding the 1st year's nrincmal reoavments

110 823 106 768 75 181

Bank loansBank loans are secured by some of the Group’s assets. The bank loans is paid back over 5 years. The bank loans have been recognised at amortised cost by using the effective Interest rate method.

pledged as securityAccounts receivable and PPE is pledged as security for the Group's bank loan:

2013 2012

Book value of assets pledged as security;__________________________Property/ plant and equipmentAccounts receivable 7 80S 7 498

26 057 27 962

As at 1. January

7 392 17 344

Loan from ownersLoan from owners has no Instalments and Is to be paid in full together with accrued Interests on 24th of May 2021 or when one of the following conditions Incur1) Sale of more than 50% of shares In StormGeo AS of StormGeo Holding AS to an Independent third party.2) Listing of shares in StormGeo AS or StormGeo Holding in an regulated market

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Note 12: Pensions and other longterm employee benefits

Defined contribution plan

The Group's companies In have defined contribution plans in accordance with local laws. The contribution pfan covers part and full-time employees and amounts to between 0 % and 30% of the salary. The employees may influence the investment management through an agreement with a local pension provider. The contribution is expensed when it is incurred. As of 31.12.2013 there were 156 members covered by the scheme. (2012:140) The contributions recognised as expenses equalled TNOK 3 473 and TNOK 4 287 in 2012 and 2013 respectively, fn StormGeo Dubai there is a end of service provision which is required by local laws and the accrued liabilities is calculated per requirement by local law and included in the balance sheet under liabilities.

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Note 13s Income tax

Income tax expense;2013 2012

Current tax:Tax payable 1 099 0Deferred taxChanges in deferred tax -4 289 -S 429Changes in tax rate -S50

Tax expense -3 739 -5 429

A reconciliation of the effective rate of tax and the tax rate in StormGeo Holding AS's country of registration:

2013 2012Pre-tax profit -8 808 -16 604Income taxes calculated at 28% -2 466 -4 649Non deductible expenses -1 115 342Effect of change in tax rate* -550Other 392 -1 122Tax expense -3 739 -5 429

Income tax expense reported In consolidated Income statement Tax expense attributable to discontinued operation

-3 739 0

-5 429 0

Income tax expense -3 739 -5 429

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* As of 01*01,2014 the tax rate In Norway was reduced to 27 %* Deferred tax liability and deferred tax asset as of 31.12,2013 has been calculated with a tax rate of 27%, The effect on the current year's tax expense Is as shown above The effect on the current year's tax expense recognised In other comprehensive income is listed below.

Deferred tax and deferred tax assets:

ConsolidatedConsolidated balance sheet income statement

2013 2012 2011 2013 2012Deferred tax assetsPensionsProperty, plant and equipment 777 1428 1 047 650 -381intangible assetsTax losses carried forward

761 3 267 834

-761 -2 433

0-834

Other 336 1 072 197 736 -875Deferred tax assets - m oss 5 141 3 333 1 244 -1 808 -2 089

Deferred tax liabilitiesProperty, plant and equipment intangible assets

77 16 863 20 153 13 153 -3 290

06 044

0-114other 182 114 182

Deferred tax liabilities - gross 17 122 20 153 13 267 -3 031 5 930

Net recognised deferred tax iiab. 11 981 16 820 12 Q23

The Group offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to Income taxes levied by the same tax authority.The Group has a total loss carried forward of MNOK 9,8 as at 31 December 2013 (2012: 3.0), in which is recognised as an asset in the balance sheet

Reconciliation of net deferred tax liability2013 2012

Opening balance as of 1.1 16 820 12 023Tax expense/lncome recognised In profit and loss (incl. discontinued

-4 839

operations) 3 841

Deferred tax assets and liabilitiesattributable to business combinations 956Net deferred tax liability as of 31.12

11 981 16 820

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The Group has a total tax loss carried forward of MNOK 9.8 as at' 31 December 2013 (2012:MNOK 3.0) which expires as follows:

2013 20122019 or later 3 380No due date 5 206 2 977Total tax loss carried forward 8 586 2 977

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Note 14: Account payables and other current liabilities

2013 2012 As at 1.January

2012Trade accounts payables 3 717 4 441 4 016Government taxes, tax deductions etc, 10 1̂ 2 10 055 6 189Accrued expenses 14 353 19 444 14 366SUM 28 232 33 940 24 571

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Note 15: Salary and personnel expense and management remuneration

2013 2012

Salaries and holiday pay 89 633 75 867Share- based payment 508 508Bonuses 3 717 2 628Severance payment 383Pension costs defined benefit plans Pension costs defined contribution plans 4 287 3 473Other personnel costs 4 552 4 138Total salaries and personnel expense 103 079 86 614

The number of man-years that has been employed during the financial year: 158,8 143,4

Management remunerationThe Group Management consists of the Group Directors, Group Directors are listed below and ail are employed by StormGeo AS excluding the Managing Director in ImpactWeather Inc.

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Board Value of Total2013

remun- Benefits Pension options remun-eration Salary Bonus in kind cost granted eration

Management -Kent Zehetner (CEO Storm Geo Group) 1 350 150 15 58 - 1 573Gård Hauge (CTO) 878 50 14 47 - 990Svein Kåre Giskegjerde (Sales & Marketing Director) 993 75 13 56 - 1.136Mark Chambers (Managing Director) 882 305 49 - - 1 237Mette Krohn-Hansen (HR Director) 1 146 50 71 58 - 1 325Bjarte Johnsen (CFO) 1 019 125 21 58 - 1 223Martin Q Grønnevet (Chief Meteorologist) 624 50 14 28 - 716

Members of the Board _ ■- _ _

Erik Langsker, Chairman of the Board 100 - - - - 100Christian Melby, Director - - - - - -

Kathryn M. Baker, Director - - - - - -Bjørn K. Haugland, Director - - - - - -Axel Dahl, Director - - - -

Siri M. Kalvig, Director / Phd student 786 - 11 40 - 837Henning Berg, Director 100 100

Total remuneration 7 878 805 209 344 - 9 237

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2012Board Value of Total

remun- Benefits Pension options remun-eration Salary Bonus in kind cost granted eration

ManagementKent Zehetner (CEO StormGeo Group) 1200 150 14 56 1 4 2 0Gård Hauge (CTO) 832 50 23 46 - 952Svein Kåre Giskegjerde (Sales & Marketing Director) 499 50 7 - - 557Mark Chambers (Managing Director,. ImpactWeather) 527 - 24 27 - 578Mette Krohn-Hansen (HR Director) «I# ■!# 40 50 - - 1 203Bjarte Johnsen (CFO) 975 100 14 - - 1 089Martin Q Grønnevet (Chief Meteorologist) 584 20 13 56 - 673

- - - 55 - 55Members of the Board - - - 27 - 27Erik Langaker, Chairman of the Board 58 - - - - 58Christian Melby, Director - - - - - -

Bård Brath Ingerø, Director - - - - - -

Bjørn K. Haugland, Director - - - -■ - -

.Axel Dahl, Director - - - - - -

Siri M. Kalvig, Director / Phd student 762 - 11 37 - 810Henning Berg, Director 58 (XT ** 58

Total remuneration 6 610 410 157 303 - 7 480

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The Group Management received a bonus according to the established bonus program. The bonus is calculated based on revenue and EBITDA throughout the year.

The Group Management takes part in the general pension scheme described in the pension note.The pension scheme also includes disability and dependents’ pension. The benefit for disability pension and dependents' pension equals retirement pension.

Severance pay of TNOK 383 has been paid to 3 employees in ImpactWeather, when they left the company during the year. The severance payments have been included in salary expenses. The company has no further commitments to these employees with regards to compensation after termination of employment, including bonus, options or pension.

If the Company terminate the employment contract with the CEO and this is not caused by closure of the Company, the CEO is entitled to in addition to salary in the termination period, a compensation of 12 month's fixed salary, where fixed salary is equal to fixed salary at the time of the termination.

No member of the Group Management has received remuneration or economical benefits from other companies in the Group, other than what is stated beyond. No additional remuneration has been given for services outside the normal functions as a: Director.

No loans or guarantees have been given to any members of the Group Management, the Board of directors or other corporate bodies.

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The Managing Director in ImpactWeather was granted share options in 2012. Below is an overview of management share options:

Number of options

Openingbalance Granted

Forfeited

Exer­cised

Average exercise price (A)

Endingbalance

Average exercise price (B)

Averagematurity

ManagementMark Chambers 276 - 276

Total 276 - - - 276

All issued options can be exercised at an exit which is defined when the majority shareholder agree on a sale of their shares or the Company is public listed. The right to subscribe for sha res on the basis of the Options granted under this agreement will terminate if the Option Holder's employment agreement with ImpactWeather Inc. terminates by reason of resignation or breach of contract by option Holder. The right will terminate on the same day as written notice regarding the resignation or to terminate the employment contract is given to the other party, upon a termination of employment neither caused by the resignation of the Option Holder, nor by breach of employment contract by the option Holder, the Option Holder shall retain the right to exercise the Options pursuant to this agreement. The strike price to be paid by the Option Holder for each Share upon

Shares held by Group Management and board members:Erik Langaker 6 637Siri M. Kal vi g 1 656Kent Zehetner 2 186Gard Hauge 336Svein Kåre Giskegjerde 276Mette Krohn-Hansen 1 851Bjarte lohnsen 276Martin Q Grønnevet 306Total 13 524

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Note 16 - Other Operating Expenses

Other operating expenses________2013 2012

Licenses, data and software 5 500 5 360Rent 5 861 4 932Travel costs 6 877 6 042Consultancy fees and external personnel 7 633 1 822Bad debts 111 552Marketing 1 053 802Other expenses 5 294 2 243Acquisition costs 2 309 2 644

Total operating expenses 34 638 24 397

Specification auditor's fee 2013 2012Statutory audit 698 399Other assurance services 147 34Other non-assurance services 132Tax consultant services 235Total 845 800

VAT Is not included in the fees specified above,

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Note 17 Operating segmentsFor management purposes, the group is organized into business units based on the branches it operates, and has five reportable operating segments as follows:

The media segment, StormGeo weather services are custom-built to-fit all channels of communication; television, the internet, mobile (cell) phone or newspaper. We cover all levels of production - weather forecasting, technical solutions and presentation.Our main objective is to provide meteorological information to both commercial customers and the general public, informatively packaged according to each customer’s specifications.

The renewables segment, StormGeo has specialised skills in translating meteorological data into parameters relevant to the energy industry. It is essential to interpret the weather accurately in order to describe and efficiently predict the effects of the weather and the climate on energy supply. Both the accuracy of the translation and calculations of parameters could be crucial for potential profit margins.

The offshore segment, StormGeo provides complete offshore forecasting services packages tailored to the requirements of our customers. Through our customised services, we cover offshore projects from beginning to end; from early planning through to the operational stages, and from broad long-term services to more short-term forecasting services particularly sensitive to changing weather conditions.

The shipping segment, within Shipping we provide the most experienced ship routing experts and our AWT Route Optimization System. Combining these with our enhanced weather forecast, StormGeo can assist clients with all of routing and marine forecasting needs. For both owners and charterers, StormGeo promptly provides the highest quality unbiased performance report based on the charter party details.

The onshore segment, Weather is the number one cause of business disruption (source: Forrester Research). Business disruption means lost revenue and sagging; profits. Whether you want to be the last to close and first to open, have concerns about safety and regulatory compliance, need a plan for preparedness and pre-deployment to avoid supply chain interruption or avoid internal weather-watching inconsistencies rely on the most accurate information available to businesses. ImpactWeather and StormGeo, serve as your outsourced weather department.

The remaining of the Group's activities is shown in the "other/efi mi nations" column. The Group's administration costs and other shared costs are not allocated to segments. Transfer prices between operating segments are on an arm's length basis in a manner similar to transactions with third parties.

Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. The Group reports the monthly mamangement accounts to the BoD and Management. There are no differences in the nature of measurement methods used on segment level compared with the consolidated financial statements. Asset figures in tables below are according to IFRS and adjustments to IFRS are not shown in the effect of transition to IFRS. Information regarding the Group's reportable segments is presented below ,

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Year ended 31*12.2013(NOK 1000)

MediaRe­

newables Offshore Shipping Onshore

Totalsegments

(beforeeliminations)

Other/Eliminati

ons

Effect of tran­

sition to IFRS

Consoiid ated for

the Group

Revenues: external customers Revenues: inter-segment

21 235 27 715 85 352 8 916 25 199 168 417 0

827 169 244

Total revenue 21 235 27 715 85 352 8 916 25 199 168 417 827 169 244

Operating expenses 16 144 25 829 57 885 13 754 20 394 134 006 0

10 271 3 346 144 277

Earnings oerore interest, taxes, depreciation and amortisation (EBITDA) 5 091 1 886 27 467 -4 838 4 805 34 411 -9 444 -3 346 24 967Depreciation and amortisation 2 536 4 731 5 930 3 218 3 033 19 448 8 166 27 614

Earnings before interest and taxes(EBIT) 2 555 -2 845 21 537 -S 056 1 772 14 963 -17 610 -3 346 -2 647Sha re of profit of joi nt ve ntu reOperating profit 2 555 -2 845 21 537 -8 056 1 772 14 963 -17 610 -3 346 -2 647Finance income and expenses (unallocated) 0 0 0 0 0 0 6 161 -4 200 6 161Profit before taxes 2 555 -2 845 21 537 -8 056 1 772 14 963 -23 771 854 -8 80S

Development assets Client relations, technology,

7 579 9 132 9392 11 963 1 785 39 851 744 40 595

brand names and product rights 6 533 7 737 26 106 4 705 15 218 60 298 60 298Goodwill 47 950 34 205 99 567 12 855 194 578 194 578Total intangible assets 62 061 51 074 135 065 16 668 29 858 294 727 744 295 471Investment in joint venture 715 715 715Other assets 5 024 5 024 7 819 12 843Total assets 62 061 51 074 135 065 22 407 29 858 300 466 8 563 0 309 029

capital expenditure 2 140 2 908 5 900 4 766 1 205 16 919 4 078 20 997

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Inter-segment revenues are eliminated upon consolidation and reflected within the "Other/Eli mi nations" column.Finance income and costs, are not allocated to individual segments as the underlying instruments are managed on a group basis.The same goes for current and deferred taxes.

Year ended 31.12.2012(NOtC 1000)

Re-

Totalsegments(before

Other/Elimi-

Effect of Consolid tran- ated for sition to the

Media newables Offshore Shipping Onshore eliminations) nations IFRS Group

Revenues: external customers Revenues: inter-seqment

20 4*34 26 757 70 374 5 085 14 342 136 992 0

0 136 992 0

Total revenue 20 434 26 757 70 374 5 085 14 342 136 992 0 136 992Other operating income Cost of goods sold Salary expenses Other operati ng expenses

16 014 24 308 49 716 7 359 11 448

00

108 845 0

11 151 5 990

00

119 996 0

barn mgs before interest, taxes, depreciation and amortisation (EBITDA) 4 420 2 449 20 658 -2 274 2 894 28 147 -11 151 -5 990 16 996Depreciation and amortisation 2 437 4 244 3 398 1 975 2 515 14 570 8 954 10 253 23 524Earnings before interest an 1 983 -1 795 17 260 -4 249 379 13 577 -20 105 -16 243 -6 528Share of profit of joint venture 0 0Operating profit 1 983 -1 795 17 260 -4 249 379 13 577 -20 105 -16 243 -6 528Finance income and expenses (unallocated) 0 0 0 0 0 0 10 076 -3 297 10 076Profit before taxes 1983 -1 795 17 260 ”4 249 379 13 577 -30 181 -12 946 -16 604

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Development assets 7 289 9 152 4 952 7 909 566 29 868 937 30 805Client relations/ technology/brand names and productrights 9 233 10 068 33 002 5 965 17 60S 75 875 75 875Goodwill 47 950 34 205 99 567 12 855 194 578 194 578Total Intangible assets 64 471 53 425 137 521 13 S74 31 029 300 321 937 301 258Investment in joint venture 420 420 420Other assets 5 024 5 024 7 499 12 523Total assets 64471 53 425 137 521 19 3 IS 31 029 305 765 8 436 314 201

capital expenditure 4 304 11 792 45 956 5 346 32 560 99 958 4 083 104 041

As at 1.1.2012 (NOK 1000)

Development assets Client relations/ technology/

5 554 6 637 4 416 3 239 19 846 1 832 21 678

brand names and product rights 11 937 7 958 19 896 7 224 47 015 47 015Goodwill 47 023 31 349 78 372 156 744 156 744Total intangible assets 64 515 45 944 102 684 10 463 0 223 605 1 832 225 437Investment in joint venture Other assets 100 901 1 001 7 392 8 393Total assets 64 615 45 944 103 584 10 463 0 224 606 9 224 233 830

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Geographic segment(NOK 1000)Revenues from exte rna l custom ers

2013 2012Norway 64 474 63 390

Europe (excluding Norway) 35 128 29 295North-America 52 911 34 666

Others 16 731 9 641Total revenue 169 244 136 992

N on-curren t asse ts31.12.2013 ###### 01.01.2012

Norway 215 545 220 282 221 994Europe (excluding Norway) 18 257 15 077 10 835North-America 65 788 69 344 -Others 9 439 9 498 1 001Total 309 029 314 201 233 830

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Non-current assets for this purpose consist of property, plant and equipment and intangible assets. The revenue allocation is based on the location of the company.

Revenue from major products and services(NOK 1000)__________

2013 2012MetOcean portals 74 077 66 377PowerWeather portal 5 861 5 709Broadcast 10 374 9 376Internet/mobile 8 875 8 845Other 70 057 46 685Total 169 244 136 992

Information about major customers

Including in revenues arising from the direct sales of Metocean Portals of NOK 74.1 million (2012: 66.4 million) are revenues of approximately NOK 16 mill (2012 NOK 16 million) which arose from sales to the Group's largest customer.

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Note 18 : Estimation uncertainty

The preparation of the Group's consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.

Estimates and assumptionsThe key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a materia! adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below, The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group, Such changes are reflected in the assumptions when they occur.

Impairment of non-financial assetsAn impairment exists when the carrying value of an asset or cash generating unit exceeds Its recoverable amount,, which is the higher of its fair value less costs to sell and Its value in use. The fair value less costs to sell calculation is based on available data from binding sales transactions, conducted at arm's length for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow mode!. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset's performance of the CGU being tested, The recoverable amount Is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash inflows and the growth rate used for extrapolation purposes. The key assumptions used to determine the recoverable amount for the different CGUs, including a sensitivity analysts, are disclosed and further explained In Note 17.

TaxesUncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income, Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group establishes provisions/ based on reasonable estimates/ for possible consequences of audits by the tax authorities of the respective counties inwhich It operates, The amount of such provisions Is based on various factors, such as experience of previous taxaudits and differing Interpretations of tax regulations by the taxable entity and the responsible tax authority .Such differences of Interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective domicile of the Group companies,

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Development costsDevelopment costs are capitalised in accordance with the accounting policy. Initial capitalisation of costs Is based on management's judgement that technological and economical feasibility Is confirmed, usually when a product development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalised, management makes assumptions regarding the expected future cash generation of the project, discount rates to be applied and the expected period of benefits.

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Note 19: Financial income and expenses

Financial income 2013 2012Interest IncomeGain on loans and receivable

496 279

Forelcm exchanqe qalns 1 922 2 288Total financial Income 2 418 2 567

Financial expensesInterest expense Loss on loans and receivable Foreign exchange losses Other financial expenses

7 931

942

9504

3 139

Total financial expenses 8 873 12 643

Net financial income (expenses) -6 455 -10 076

Interest incomeInterest IncomeInterest income on Impaired financial assets

496 279

Total financial income recoanlsed at amortized cost 496 279

Interest expenseInterest expenseInterest expense on Impaired financial assets

7 931 9 504

Total financial expense recoqnlsed at amortized cost 7 931 9 504

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Note 2Q: Earnings per shareThe basic earnings per share are calculated as the ratio of the profit for the year that is due to the shareholders of the parent of divided by the weighted average number of ordinary shares outstanding.

When calculating the diluted earnings per share, the profit that is attributable to the ordinary shareholders of the parent and the weighted average number of ordinary shares outstanding are adjusted for all the dilution effects relating to convertible bonds and share options. The profit for the year attributable to the ordinary shareholders is adjusted for interest costs (after tax) relating to the convertible bonds. The ''denominator" takes account of ail the shares that can be received if debt is converted and all the share options that are "in-the-money" and can be exercised. In the calculations, convertible bonds and share options are assumed to have been converted/ exercised on the first date in the fiscal year. Convertible bonds and share options issued this year are assumed to be converted/ exercised at the date of issue/ grant date. The dilution effect on share options are calculated as the difference between average fair value in an active market and the sum of not recognised cost portion of the options. The dilution effect on convertible bonds are calculated as the difference between the reduction in the cost of borrowing and the number of potential shares issued, The Group has entered into a convertible loan agreement, which have been classified as equity from initial recognition as described in note 1, The interests on the convertible is not included on the proft for the year, and thus not adjusted in the calculation of dliluted earning per share.

2013 2012Profit for the year due to holders of ordinary sharesProfit for the year from continuing operations 0 0Profit for the year due to the holders of ordinary shares 0 0

Diluted profit 2013 2012The profit for the year due to the holders of ordinary shares 0 0Diluted profit for the year due to the holders of ordinary shares

0 0

2013 2012Average number of shares outstanding (Note 10) 100 801 100 801Effect of dilutive potential ordinary shares; Convertible bonds Share options

25 780 1 340

23 436 276

Diluted average number of shares outstanding 127 921 124 513

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Note 21 - Explanation of transition to IFRS

This is the company's first consolidated accounts presented in accordance with IFRS.

The accounting principles described in note 2 have been used to prepare the company's consolidated accounts for 2013, comparable figures for 20012 and an IFRS opening balance sheet as at 1 January 2012, which is the Group's date of transition from Norwegian accounting principles (NGAAP) to IFRS.

In connection with the preparation of the IFRS opening balance sheet, the Group has made some adjustments to the accounting figures compared to those reported earlier in the Group's annual accounts that were prepared according to NGAAP. The effect of the transition from NGAAP to IFRS on the Group's financial position, 1he Group's results and the Group's cash flow Is explained in greater detail in this note.

Reconciliation of transitional effects31.12.2012

NGAAPEffect of 31.12.201

transition 2 IFRS to IFRS

As at 1. January

2012 NGAAP

Effectof

transit!ontoIFRS

As at 1. January

2012 IFRS

ASSETSNo n-current assetsProperty, plant and equipment 7 498 7 498 7 392 7 392Intangible assets 75 875 75 875 47 015 47 015Research & Development 30 805 30 805 21 678 21 678Goodwill A) 186 165 8 413 194 578 152 145 4 599 156 744Customer relationships 75 875 75 875 47 015 47 015Financial assets 5 024 5 024 0 0Investments in ioint ventures B) 0 420 420 0 0Total non-current assets 381 242 8 833 390 076 275 245 4 599 279 844Current assetsAccounts receivable 27 962 27 962 17 344 17 344Other current assets 4 312 4 312 4 956 4 956Cash and cash equivalents a 28 338 -7 283 21 055 25 931 25 931Total current assets 60 613 -7 283 53 330 48 230 O 48 230TOTAL ASSETS 441 855 1 551 443 406 323 475 4 599 328 074

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EQUITY AND LIABILITIES EquityPaid in capitalIssued capital Share premium Other paid in capital D)

10 OSO 172599

00

42 473

10 080 172 599 42 473

9 918 169 645

00

9 918 169 645

0Total paid in capital 182 679 42 473 225 152 179 564 0 179 564Other equityOher comprehensive income E) 0 3 224 3 224 0 -190 -190Other eauitv B) -31 598 7 039 -24 559 -16 261 5 193 -11 0S8Total other equity -31 598 10 263 -21 335 -16 261 5 004 -11 258Non-controllino interests 0 0 0 0Total equity 151 081 52 736 203 817 163 302 5 004 168 306Non-current liabilitiesInterest-bearing loans and borrowings D, F) 155 002 -48 234 106 768 75 181 75 181

Other non-current financial liabilities 4 860 -5 262 -402 979 979Pension liability 827 827 0 0Deferred tax liabilities G) 16 935 -116 16 819 11 909 114 12 023Total non-current liabilities 177 624 -53 612 124 012 88 068 114 88 182Current liabilitiesShort term financial liabilities C,F) 6 862 -1 101 5 761 0 0Accounts payable 3 130 3 130 2 121 2121Other current liabilities 21 908 3 527 25 436 1$ 185 -519 17 666Public duties 5 373 5 373 4 784 4 784Total current liabilities 37 275 2 426 39 701 25 090 -519 24 571Total liabilities 214 899 -51 186 163 713 113 158 -405 112 753TOTAL EQUITY AND LIABILITIES 365 980 1 551 367 531 276 461 4 599 281 059

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31.12.2012 Effect O f 31.12.201NGAAP transition 2 IFRS

to IFRS0 00 0

- -

Income statement (by nature of expense) 1 3anuary - 31 December (NOK 1000) A)

-3 346 -2 644 10 253

3 346 2 644

-10 253 -

-4 263 4 263 -

2 012 2 012

Continuinq operations D) 3 297 -3 297Other revenue 129 342 7 560 136 902

Total revenue G) 137 221 -229 136 992-7 879 7 789 -90

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Change in stock, fixed assets of own oroduction

-

Cost of goods sold -7 879 7 789 -90

86 614 86 614

2012 Effect of 31.12.201transition 2 IFRS

to IFRS-7 879 7 789 -

Earnings per share: - 0Continued operation - 0- Basic -111 -110,8626- Diluted -90 -89,75015

0 - 00 - 0

■ - 00 - -0 E) - - -This is a separate statement, where an - 0additional comprehensive statement must beincluded.0 - 00 - 0Statement of comprehensive income - 01 January - SI December “8 080 7 789 -

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A) Goodwill (IFRS 3 Business Combinations)The Group has chosen to implement IFRS 3 for all its acquisitions. As a result of this, it is in accordance with IFRS no longer permitted to amortise goodwill and goodwill is instead to be testedannually for impairment. This is different to NGAAP, according to which goodwill is assessed as an asset with a definite useful life and is amortised over its expected useful life financial lifetime,

B) Investments in associated companies and joint venturesThe Group's interest in joint venture Shippersys has in accordance with IFRS been accounted for using the equity method whereas under local GAAP it was proportionally consolidated. AS- of 31.12.2012 Shippersys AB's only asset was a bank account where StormGeo’s share was TNOK 420

C) Cash and cash equivalentsThe group has entered into a currency pool with their bank. Under IFRS the pool is presented net for the group, where in local GAAP the assets and liabilities was classified net per company in the Group.

D)The group has a convertible loan of approx. 42 MNOK that under NGAAP was recognized as a liability, and interests was expensed. Under IFRS, the convertible loan qualified to be treated as equity, and the accumulated interests has been treated as paid in capital.

G ) Deferred taxThe various transitional adjustments lead to different temporary differences. According to the accounting policies in Note 1, the Group has to account for such differences. Deferred tax adjustments are recognised in correlation to the underlying transaction either in retained earnings or a separate component of equity.

E) Foreign currency translationNGAAP does not have the term OCI and the Group recognised translation differences on foreign operations in other equity. Under IFRS translation differences are recorded under other comprehensive income.

F)1st year's principal repayments on long-term debt (Note 11) was in NGAAP presented as long term liability.Under IFRS it is presented as a current liability

Statement of cash flowsThe transition from Local GAAP to IFRS has not had a material impact on the statement of cash flows.

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Note 22: Impairment testing of goodwill

Recognised goodwill In the Group amounts to MNOK 194.6 as of 31.12,2013. Goodwill Is derived from the acquisition of StormGeo AS, ImpactWeather Inc and Met Consultancy FZ LLC

Goodwill is tested for Impairment by groups of cash-generating units (CGU) equal to the defined operating segment In accordance with note 16 - Operating Segments.

AcquisitionBook value of goodwill; date 2013 2012StormGeo AS 24.05.2011 156 744 156 744ImpactWeather Inc 14.05.2012 28 567 28 567Met Consultancy 13,01.2012 9 267 9 267

194 578 194 578

The business segment listed below are defined as a separate cash-generatingunit (CGU) within the Group.

Book value of goodwill; 2013 2012Media 47 950 47 950Renewables 34 206 34 206Offshore 99 567 99 567Onshore 12 855 12 855

194 578 194 578

Goodwill Is tested for impairment at least annually, or when there are indications of impairment. The impairment test was performed by StormGeo, The impairment test was performed as of year end 2013.

The recoverable amount is set to the estimated value in use. The value in use is the net present value of the estimated cash flow before tax, using a discount rate reflecting the timing of the cash flows and the expected risk.

The following assumptions were utilised when calculating value in use as of 2013

Media Renewables Offshore OnshoreDiscount rate 10,0 % 10,0 % 10,0 % 10,0 %

Average growth 2014-2018 Perpetual growth

3,6 % 1,5 %

8,1 % 1,5 %

15,6 % 1,5 %

15,4 % 1,5 %

Average gross margin 2014-18 60,0 % 81,0 % 76,0 % 81,0 %

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Medla

The value In use for Media has been calculated by using projected cash flows based on the budgets approved by the Group Management, main Shareholder and the Chairman, covering a five-year period, The projected cash flows are based on historical numbers and adding a moderate growth In the total market, consideration of focus areas, our market share and the prices of our products. According to the management this Is reasonable assumptions based on the development of new products and technologies.

The market has leveled off over the last year due to uncertainty among our customers related to changes In media piatforms/technology and consumer preferences following this. The online market Is expected to increase, but the business model for revenue generation will be subject to changes and Intense competition. The management expects a modest growth In the long run, primarily focusing In the broadcast segment where We have a strong partner and products. Due to much automated production, for all product categories, arid less work Intensive production, management believes that direct costs of production, installation and after sale activities will be reduced as a share of revenue generated.

RenewablesThe calculation of the value in use for Renewables has been calculated by using projected cash flows based on the budgets approved by the Group Management, main Shareholder and the Chairman, covering a five-year period. The market situation for Renewables has been challenging the past years, and the tough competition and the postponement of Investments In new wind farm projects In particular has put pressure on the gross margins, Based on management’s understanding and market analysis In the Industry, there Is a prudent optimism about the future, also outside Europe, and as such the calculations used has been based In a moderate growth In the total market and our market share. We expect a change in the product composition for the next years, capitalizing on the standardization of product deliveries, in particular towards the offshore wind market which utilizes the same product platform as for service deliveries to the offshore oil & gas segment, We also expect to grow In services to the electric utility segment, where the growth primarily wHI come from recurring products while the consulting business will have no or modest growth.

OffshoreThe calculation of the value In use for Offshore has also been calculated by using projected cash flows based on the budgets approved by the Group Management, main Shareholder and the Chairman, covering a five-year period. The, development In the Offshore segment has been strong and the company also enjoys a good reputation in the market in all main basins. In addition we have a strong presence In most projects In the Arctic regions. Industry investments in regions with more harsh weather conditions, compliance to new environmental regulations, a general increase in the market, and the drive to improve management of risk, through more advanced solutions, are all factors management consider to be Strong drivers for growth In this segment. Management also expect to increase Investment in product areas to further benefit from these growth drivers. The company has a potential to take market shares as well by Increased presence in new regions, primarily In the APAC, but alsp in Africa and South America,

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OnshoreAs for the other segments the calculation of the value In use for Onshore has been calculated by using projected cash flows based on the budgets approved by the Group Management, main Shareholder and the Chairman, covering a five-year period. The Onshore In the United States segment represents a potentially large segment for the company. The market is characterized by several vendors, but no one having a holistic approach to the customer needs . The growth for our products and services has the last year by large been within onshore oil & gas, mostly delivering what already Is standard products with relatively little customization, The management have a positive outlook for the continuing growth in this sub-segment. The strategy for non oil & gas prospects will be changed and sales will primarily be made through direct mass marketing, with a general lower entry price than previously as well as almost entirely automated services,Expectations Is to later upsell based on this as well as still working the larger prospects with strong buying signals, in which each represents significant revenue.

Key assumptions for value in use calculations

The calculation of value in use for the cash generating units is most of ail sensitive when It comes to the following assumptions:

Discount interestThe discount Interest Is based on weighted average cost of capital (WACC) and the Debt/Equlty ratio is estimated to 1.5 which is aligned with the new capital structure from early 2014, The cost of equity has been calculated with the basis in the capital asset pricing model (CAPM). Equity risk premium is set to 5% and is according to International studies. The cost of debt is estimated to 8% which should be lower than expected interest for the Group in the coming years. The total weigthed average costs of capital pre tax is estimated to be In the range of 11-13% for the mlsc, segments, see table below In next section, which are reflecting the current market rate of returns in the industries where the cash generating units are being Compared,

Gross margin The gross margin Is based on an average margin for the coming five years We expect a higher margin the coming years when we implement the global forecasting production platform in all 24/7 desks and streamline our product portefoiio. This is partly reflected in the estimates, there may be a need for subsequent adjustments.

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Growth rateThe growth rate in the period Is based on management's expectation to the development In the market In the rriisc, business segments and based on available information and knowledge about the marked management Is expecting some Increase in the growth for the next years. Management's expectation Is based on the historical development In trends and public sector analysis. As a consequence of the uncertainty In the expectations, there may be a need for subsequent adjustments.Valuation per 31.12.2013

SegmentOffshoreRenewablesMediaOnshore

Recoverab Booked le amount Goodwill

267 658 99 56748 641 34 20657 721 47 950

145 878 12 855

Pre taxIfference WACC 168 091 13,0 %14 436 12,2 %9 771 11,8%

133 022 13,1 %

Sensitivity analysis for key assumptions

MediaGoodwill within Media Is from acquisitions of StormGeo AS in 2011 and Met Consultancy in 2012 and the management believe that the purchase price was fair. The impairment test Indicated that the recoverable amount of the goodwill Is MNOK 57.7, which exceeds the book value with MNOK 48. The value is however based on several key assumptions. If these key assumptions are developing unfavourable it may cause a need for impairment of the recognised goodwill. If the growth is -0,3 % after the five year period, or If the margin Is reduced by 5.5 %, the CGU will be impaired If other assumptions are unchanged.

The table below shows how the recoverable amount of goodwill will be affected by changes in the various assumptions, given that the remainder of the assumptions are constant.

Assumptions Chanaes In recoverableDiscount rate +/-1% Growth rate after the 5-year period +/- 0,5 % Changes in margin +/- 1%

+/- 7.9 MNOK +/- 3.3 MNOK +/- 2.1 MNOK

Renewables

Goodwill within Renewables: is from acquisitions of StormGeo AS in 2011 and ImpactWeather Inc In 2012 and the management believe that the purchase price was fair. The Impairment test indicated that the recoverable amount of the goodwill is MNOK 48.6, which exceeds the book value with MNOK 34.2. The value Is however based on several key assumptions. If these key assumptions are developing unfavourable It may cause a need for Impairment of the recognised goodwill. If the growth is -1,7 % after the five year period, or If the margin Is reduced by 4,5 %, the GGU will be Impaired If other assumptions are unchanged.

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The table below shows how the recoverable amount of goodwill will be affected by changes

Assumptions Chanaes In recoverableDiscount rate +/- 1% Growth rate after the 5-year period +/- 0,5 % Changes In margin +/- 1%

+/- 7.2 MNOK +/- 3.0 MNOK +/- 3.8 MNOK

Offshore and Onshore are not shown with sensitivity analysis since the recoverable values are significant higher than booked values.Management believes that no changes within a range of reasonably possible changes will lead to that the book values exceeds the recoverable amounts.

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Note 23: Financial instruments

Financial riskThe Group uses financial instruments like bank foans, overdraft facility and shareholder loans, The purpose of the financial instruments is to raise capita! for investments necessary for Group operations and new acquisitions,

In addition the Group has financial instruments such as account receivables, accounts payables etc, which are directly linked to the daily operation.

The Group does not use financial instruments, including financial derivatives, for trading or hedging purposes, Guidelines for risk-management have been approved by the board and are carried out by the Group finance department in cooperation with the individual operational units.

The most significant financial risks for the Group are interest rate risk, liquidity risk, exchange rate risk and economic, political and legal risk. These risks and determines poflcies related to how Management continuously evaluates these risks are to be handled within the Group,

(i) Credit risk

The Group is exposed to credit risk primarily related to accounts receivable and other current assets. The Group limits the exposure to credit risk with upfront and monthly invoicing and stops services if the clients does not pay outstanding invoices. The Group has low historical losses on accounts receivables. The Group has no significant credit risk linked to an individual customer or several customers that can be regarded as a group due to similarities In the credit risk.

The Group has guidelines for ensuring that sales are oniy made to customers that have not experienced any significant payment problems, and that outstanding amounts do not exceed

(ii) Market risk - Interest-rate risk

The Group Is exposed to interest-rate risk through Its funding activities (see note 11). Part of the interest bearing debt has floating interest rate conditions which makes the Group influenced by changes in the market rate. The Group evaluates this risk to be minimal as the USD loan value is relative low In the total balance sheet and the main loan from main Shareholder has a fixed rate.

(Hi) Economic, Political and Legal RiskThe Company's business is diversified both geographically and by industries served. Still, Storm Geo is exposed to the economic cycle and macro economical fluctuations, since changes in the general economic situation could affect demand for Storm Geo’s products and pricing of services. Changes in legislation and fiscal framework governing the activities of StormGeo in specific countries couid have materia! impact on StormGeo's operations and financial results for those areas. StormGeo may be exposed to legal claims from authorities, customers or other third parties. In addition to Insurance coverage liability, limitation towards customers are governed in the Individual contracts.

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Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Groups approach to managing liquidity is to ensure, as far as possible,that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Groups reputation. Unutilised credit opportunities are discussed in note 9

Surplus liquidity is primarily placed In bank accounts. The table below sets out the maturity profile of the Groups for financial liabilities based on contractual undiscounted payments* When a counterparty has a choice of when an amount Is paid, the liability is included on the basis of the earliest date on which the entity can be required to pay. Financial liabilities that can be required to be repaid on demand are included in the "within! year" column,

(iv) Liquidity risk

31.12.2013 Period leftLess

than 1 year

1-2years

2-3years

3-4years

More than S years

Total

Financial liabilities (non- derivative)

Bank loanLoan from ownersAccounts payable and ot

6 297

4 019

6 297 6 297 6 297 091 933

25 187 91 933 4 019

Total 10 316 6 297 6 297 6 297 91933 121 139

31.12.2012 Period leftLess

than 1 year

1-2years

2-3years

3-4years

More than 5 years

Total

Financial liabilities (non- derivative)

Bank loanAccounts payable and ot Loan from owners

5 761 3 130

5 761 5 761 5 761 5 761

83 723

28 806 3 130

83 723

Total 8 892 5 761 5 761 5 761 89 484 115 660

Refer to note 11 for the loan repayment schedule.

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The Group Is exposed to changes In the value of NOK relative to other currencies, due to production and sales operations In foreign entities with different functional currencies. The carrying amount of the Groups net investment in foreign entities varies with changes In the value of NOK compared to other currencies. The net Income of the Group is also affected by changes in exchange rates; as the profit and loss from foreign operations are translated into NOK using the weighted average exchange rate for the period.

The exchange-rate risk Is calculated for each foreign currency and takes Into account assets and liabilities, liabilities not recognised in the statement of financial position and very probable purchases and sales In the currency in question.

The Group has relative same percentage of costs in same currency as the revenues, mainly USD, GBP and AED and the main risk Is therefore on the profit margin. The largest margin in foreign currency Is USD and the company has nominated the long term loan In USD to reduce this USD risk on margins.

The following table sets the Group's sensitivity for potentfal adjustments in USD exchange rate, with at! the other variables kept constant. The effect In the profit is a result of adjustments in monetary value.

(iv) Market risk - Exchange rate risk

Adjustment in exchange rate,

NOKEffect on profit

before tax Effect on equity2013 +5 % -975 0

-5% 975 02012 +.5 % -1400 0

-5 % 1400 0

Other disclosuresNo financial assets have been reclassified in such a way that the valuation method has been changed from amortised cost to fair value or vice versa.

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Capital structure and equityThe primary focus of the Group's capital management Is to ensure that It maintains a strong credit rating and healthy capital ratio In order to support Its business and maximise shareholders value. The group manages its capital structure and makes adjustment to It,In light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made In the objectives policies or processes during the year 31. December 2013 and 31 December 2012. The Group monitors capital using a gearing ratio, which Is net debt divided by total capital plus net debt. The Group's policy is to keep the gearing ration between 20% and 35% The Group Includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents. Capital includes equity attributable to equity holders of the parent less the net unrealised gains reserve.

(NOK 1000) 2013 2012Interest-bearing debt 110 823 106 768Accounts payable 4 019 3 130Less cash (23 910) (21 055)Net debt 90 932 88 843

Majority's equity 198 188 203 817

Sum equity and net debl 289 120 292 660Debt ratio 31,5 % 30,4 %

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Note 23 Categories of financial assets and financial liabilities

31,12.2013 Loans and receivables

Available for sale financial assets

Financial liabilities measured at amortised cost Total

AssetsFinancial assets 5 024 - 5 024Accounts receivable 26 057 - - 26 057Other current assets 10 440 - 10 440Cash and cash equivalents - - -Total Financial assets 36 497 5 024 - 41 521

LiabilitiesFinancial liabilities - - 110 823 110 823Provisions - - -

Short term financial llabllltle - - 6 297 6 297Accounts payable - -■ 4 019 4 019Total financial liabilities » 121 139 121 139

31.12.2012 Loans and receivables

Available for sale financial assets

rmanciai liabilities measured at amortised cost

Total

Assets - -Financial assets 5 024 - 5 024Accounts receivable 27 962 - - 27 962Other current assets 4 312 - 4 312Cash and cash equivalents - - -Total Financial assets 32 275 5 024 - 37 299

LiabilitiesFinancial liabilities - - 106 365 106 365Provisions - - - -Short term financial llabllltle - - 5 761 5 761Accounts payable - - 3 130 3 130Total financial liabilities - - 115 257 115 257

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01.01.2012 Loans and receivables

/wan a ore for sale financial assets

nnanciai liabilities measured at amortised

Total

Assets - -Financial assets - - -Accounts receivable 17 344 - - 17 344Other current assets 4 956 - - 4 956Cash and cash equivalents - - -Total Financial assets 22 299 - - 22 299

LiabilitiesFinancial liabilities - - 76 159 76 159Provisions - - - -Short term financial Habllltle - - - -

Accounts payable - - 2 121 2 121Totaf financial liabilities - M 78 280 78 280

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Determination of fair valueFor the unquoted financial assets the fair value has been estimated using a the price offered to other shareholders late 2013 in Star Information Systems, where none of the existing shareholders accepted the offer and this Is equal to the investment value, For 2012 fair value has also been estimated to be equal to the investment.

The carrying amount of cash and cash equivalents and overdraft facilities is approximately equal to fair value since these Instruments have a short term to maturity. Similarly, the carrying amount of trade receivables and trade payables, bank loan with floating interest rate is approximately equal to fair value since they are entered into on "normal" terms and conditions.

The fair value of loan from owners with fixed rate have been evaluated to be equal to fair value.

Set out below is a comparison by category of carrying amounts and fair values of the Group’s

__________________________________ 2013____________ 2012____________Fair value Book value Fair value Book value Fair value hierarchy

Financial assets

Availabie-for-saie 3 5 024 $ 024 5 024 5 024

Total financial assets

Financial liabilitiesLoan from owners________________3_____ 91 933____ 91 933______83 723______ 83 723Total financial liabilities _______ ___

As at 1st January 2012 Fair value Book value hierarchy

Financial assets

Availabie-for-saie 3 1 001 1 001

Total financial assets

Financial liabilitiesLoan from owners_______________ 3______ 75 181 75 181Total financial liabilities

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The Group uses the following hierarchy for determining and disclosing the fair value of financial Instruments by valuation technique;

Level i: Quoted (unadjusted) prices in active markets for identical assets or liabilities Level 2: Other techniques for which all inputs which have a significant effect on

the recorded fair value are observable, either directly or Indirectly Level 3: Techniques which use inputs which have a significant effect on the recorded fair

value that are hot based on observable market data.

For recurring level 3 measurements, transfers between the levels in the fair value hierarchy are evaluated when reassessing the categories of the financial instruments at the end of the period.

Fair value Hierarchy

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The acquisition of Applied Weather Technology Inc. was completed on 10 February 2014. Applied Weather Technology, Inc. (AWT) Is the world leader In maritime weather routing. AWT provides optimal voyage planning with on-board routing software, the Bon Voyage System (BVS), and personalized Route Planning service. After this transaction StormGeo Group has 22 offices In 14 countries and more than 320 employees and estimates proforma 2014 revenues of approx. 380 MNOK,

StormGeo Holding AS has in early 2014 restructured loans and equity, partly due to the acquisition of AWT and for future investment/acquisitlons. StormGeo Holding Issued a 3-year bond of 500 MNOK which was completed on 31 January 2014, The bond was more than 3 times oversubscribed and has a margin of 5,75% * 3 month's NIBOR. Due to the majority of future cash flow will be in USD for StormGeo Group, StormGeo Holding signed a USD/NOK swap with Swedbank and SR bank 1 of 500 MNOK equally to 82 MUSD with maturity on 31 January 2017. The acquisition loan with SR Bank of 4.2 MUSD was repaid In full on 10 February 2014.

DNV GL converted the convertible loan into shares on January 31 and DNV GL also increased their shareholdings with a private placement of 50 MNOK on 31 January 2014, Relten & Co Capital Partners VII LP Increased their investment in StormGeo Holding AS by a private placement and converted a shareholder loan of approx. 93 MNOK Into shares on 31 January 2014, As approved In the board meeting on 24 January 2014, the other shareholders than DNV GL and Relten & Co were invited to a repair Issue after completion of the AWT transaction at same terms as DNV GL and Relten & Co. In March other shareholders participated in this repair issue of shares and warrant of approx, 53,6 MNOK in total. Post this transaction which will be completed on 10 April 2014 the pro rata shareholdings will be the same as pre the DNV GL and Relten & Co private placements mentioned above,

In February 2014 SR Bank 1 Increased the overdraft facility from 15 MNOK to 50 MNOK and StormGeo Group has approx. 170 MNOK in cash and unused loan facilities per April 2014.

On 26 March 2014 the EQT Mid Market fund ("EQT Mid Market") agreed to acquire 57,5% of the outstanding shares In StormGeo Holding AS from Relten & Co and TV2 and partly from some of the co-tnvestors. DNV GL will partnered with and invested alongside EQT Mid Market and Increased their shareholding to 27% of the outstanding shares. The transaction with EQT and DNV GL will be completed on 10 April 2014.

Late December 2013, StormGeo Holding notified Star Information Systems AS (SIS) that StormGeo would exercise the option to Increase the shareholding of the outstanding shares in SIS from 15% to 31% at terms set In the signed agreement from June 2012, StormGeo Holding AS paid 7 MNOK to SIS for the Increase In equity on 15 January 2014.

Note 24: Events after the balance sheet date

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Note 25: Financial assets

Company Country Acquired Ownership of interest

Incorporat 2013___ lOD__________________________

Book value

01.01.-2013 2012 2012

Star Information Systems AS Norway 27.06.2012 16 % 5 024 5 024 0

The Group has a share investment in Star Information Systems AS. The voting power of the shares are the same as the ovnership interest The Group has an option to increase its ownership to aproximatly 31%, Refer to note 24 for further comments.

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Note 26: Rental agreements

The Group has the following rental agreements:

Nordre Npstekaien 1, Bergen Lagardsveien 73, Stavanger

DNV GL, Stavanger Universitetsgaten 3, Oslo Stjemeskibet, Odense Denmark Strandvejen 100, Hellerup Denmark Ringkpping, Denmark

Odense, Denmark Zirkusweg 1, Hamburg Tyskland Korgmakargrand 6, Stockholm Sweden 35 Abercrombie Court, Prospect Road, Aberdeen UK

Rua Visconde de Piraja 414, Ipanema, Rio de Janeiro, BrasilBlock 13, Dubai Knowledge Village, Dubai, UAEArlanda Terminal 4, Stockholm SwedenCylindervaagen 12, Stockholm Sweden340 North Sam Houston Parkway East, Houston, Texas, USAWestpoint House, Prospect Road, Aberdeen,UK12650 N. Featherwood, Houston, Texas, USA_____________

RemainingDuration liability Cost Cost

2013 2013 2012

01.07.2019 11 579 2 105 2 044Expired 70 70

Running, 3 months notice 76 0 0

31,12.2019 3 000 500: 500Expired 30 30Expired 119 119

31.12.2014 40 0 0Running, 1 month

notice 5 0 030.06.2014 35 70 7031.12.2015 1 050 525 3428.08.2017 2 062 557 125

Running, 1 monthnotice 5 50 10

14.07.2013 93 185 175Expired 115Expired 265Expired 30Expired 336

31.08.2015 2 805 1 650 1 00920 751 5 361 4 932

Other significant agreements for the Company is license agreements which amounting to TNOK 5.500 License group consists primarily of data acquisition agreements. These contracts are renewed annually.

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Building a bot tor working world

Statsautoriserte revisorer Ernst & Young AS

Thormahlens gate 53 D, NO-5008 Bergen Postboks 6183 Bedriftssenter, NO-5892 Bergen

Foretaksregisteret: NO 976 389 387 MVA Tlf: +47 55 21 30 00 Fax: +47 55 21 30 01 WAv.ey.noMedlemmer av den norske revisorforening

To the Annual Shareholders' Meeting of StormGeo Holding AS

AUDITOR'S REPORT

Report on the financial statementsWe have audited the accompanying financial statements of StormGeo Holding AS, comprising the financial statements for the Parent Company and the Group. The financial statements of the Parent Company and the Group comprise the statement of financial position as at 31 December 2013, the statements of income, comprehensive income, cash flows and changes in equity for the year then ended as well as a summary of significant accounting policies and other explanatory information.

The Board of Directors' and Managing Director's responsibility for the financial statementsThe Board of Directors and Managing Director are responsible for the preparation and fair presentation of these financial statements in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway for the financial statements of the Parent Company and the International Financial Reporting Standards as adopted by the EU for the financial statements of the Group, and for such internal control as the Board of Directors and Managing Director determine is necessary to enable the preparation of financial statements that are free from materiaf misstatement, whether due to fraud or error.

Auditors responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, including international Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements for the Parent Company and the Group.

w ; i-r=!i fA .4 'rc--.r^ C'cl-fi LMéis-d

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2EYBuilding a better working world

Opinion on the financial statements of the Parent CompanyIn our opinion, the financial statements of StormGeo Holding AS have been prepared in accordance with laws and regulations and present fairly, in all material respects, the financial position of the Company as at 31 December 2013 and its financial performance and cash flows for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway.

Opinion on the financial statements of the GroupIn our opinion, the financial statements of the Group have been prepared in accordance with laws and regulations and present fairly, in ail material respects, the financial position of the Group as at 31 December 2013 and its financial performance and cash flows for the year then ended in accordance with the International Financial Reporting Standards as adopted by the EU.

Report on other legal and regulatory requirements

Opinion on the Board of Directors’ report [and on the statements on corporate governance and corporate social responsibilityBased on our audit of the financial statements as described above, it is our opinion that the information presented in the Directors’ report [and in the statements on corporate governance and corporate social responsibility] concerning the financial statements, the going concern assumption and the proposal for the allocation of the result is consistent with the financial statements and complies with the law and regulations.

Opinion on registration and documentationBased on our audit of the financial statements as described above, and control procedures we have considered necessary in accordance with the International Standard on Assurance Engagements (ISAE) 3000, «Assurance Engagements Other than Audits or Reviews of Historical Financial Information», it is our opinion that the Board of Directors and Managing Director have fulfilled their duty to ensure that the Company's accounting information is properly recorded and documented as required by law and generally accepted bookkeeping practice in Norway.

Bergen, April 10th, 2014 Ernst & Young AS