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Annual Report 2012

A year of major changes

tittel

2AgAsti Holding AsA annual report 2012

AgAsti - AnnuAl report 2012 - contents

ContentsLeading provider This is Agasti 3Vision and values 5Organisation 6A strong professional environment 7Locations 11Group Management 12The Board of Directors 14

Business areas Three business areas 16 Wealth Management 17 Capital Markets 18 Investment Management 19

A year of major changes CEO’s comments 20Markets 22Key Events 25Main figures 26

Reports Risk management and internal control 27Articles of Association 31Shareholder information 33Corporate Governance 37

Results Directors’ report 44Agasti group – iFrs Comprehensive income 54 Financial position 55 Changes in equity 56 Statement of cash flow 57 Notes to the consolidated accounts 58Agasti Holding AsA – ngAAp Income statement 86 Balance sheet 87 Cash flow statement 89 Notes to the company accounts 90Confirmation from the Board 100Auditor’s report 101


the Agasti group is a leading provider of investment advice, management and an advisor and facilitator of capital market services for wealthy individuals, companies and institutional investors. the group was established in 1990 and the controlling company Agasti Holding AsA has been listed on the oslo stock exchange since 2001. At the end of 2012 the group had 213 employees and operating activities in norway and sweden, as well as in the usA through a strategic alliance with Wunderlich investment company. the head office moved from stavanger to oslo in 2012.

As of 31.12.2012 the group managed a total of NOK 51 million on behalf of 43,000 customers within the wealth management segment.

During 2012 we developed a concept which clearly sets us apart from our competitors. In addition to being perhaps the most attractive distributor of selected equity and fixed income funds, we have established one of the most experienced teams in the market with regard to real estate, private equity and shipping and, through the strategic collaboration with Wunderlich’s energy team in Houston, also within energy and oil services. We have done this by bringing together dedicated people with international investment banking experience from renowned financial institutions in Norway and abroad, whilst at the same time further developing the close collaboration with Wunderlich Securities in the USA.

tHis is AgAsti

This is Agasti

tHis is AgAsti

See also more detailed descriptions of the business areas on page 16.

We are convinced that our new business model and the focus which has been established in our activities during 2012 represents the way forward in a competitive capital market, in which full focus on customers, knowledgeable employees and integrity are requirements for succeeding in creating opportunities for our customers.

We continue to be a leading provider of investment advice and wealth management services - represented by Navigea Securities in Norway and its Swedish branch and Navexa Securities in Sweden. We will maintain this position. We have however changed the focus of our overall business and have taken a position in which we represent the entire industry line - from investment advice/wealth management, through to facilitation and advice associated with project financing and capital market transactions for business and industry, as well as offering a complete management service for all the investments our customers have made through the Agasti Group.

Based on our professional strength, international experience and ability to create opportunities for our customers, we offer a comprehensive concept based on:

• Professionalinvestmentadvicefromauthorisedand experienced advisers based on an individually developed investment profile and first-class selection of investment recommendations

• Advicefor/facilitationofcapitalmarkettransactions for Norwegian and international environments, with strong distribution capacity and investment abilities

• Completeprovisionofinvestmentmanagementservices associated with our customers’ direct investments

4AGAStI HOlDING ASA AnnuAl report 2012


the vision “We create opportunities” has a clear ambition and indicates a clear direction. the vision invokes community and has been a guiding principle in selecting our values. the group’s objective with the vision and values is that they, taken together, will inspire and influence employee attitudes and contribute to decision-making processes.

Our values are:

integrityWe live for the trust of our customers. trust and consideration for customers are crucial to our success. For us, the customer comes first - always.

Well-informedFirst-class advice requires great expertise, thoroughness and a methodical approach. Employees of the Agasti Group must be characterised by their expertise and ability to utilise this expertise in the best possible way for the customer.

energyWe are proactive, have high capacity and move with the market. this creates opportunities for our customers.

customisationWe remain close to customers and provide and facilitate what customers need and demand. Each customer is different and has different needs and expectations.

In the Agasti Group, values are guiding expressions of the culture which will lead the group towards our common vision.

Vision And VAlues

IntegrityWell-informedEnergyCustomisation

“We create opportunities”


orgAnisAtion

Agasti Holding AsA was listed on the oslo stock exchange in 2001. the group’s head office is situated in oslo. the Agasti Group has organised its day to day business in the three businessareasWealthManagement,CapitalMarketsandInvestmentManagement. the Wealth Management business area consists of the companies Navigea Securities AS in Norway and its Swedish branch andNavexaSecuritiesABinSweden.TheCapitalMarketsbusinessareaconsistsofthecompanyAgastiWunderlichCapitalMarketsAS,and the Investment Management business area consists of the company Obligo Investment Management AS including subsidiaries. the company Agasti Business Services AS provides administrative services to other members of the Agasti Group.

Organisation

Wealth Management Capital Markets Investment Management


2012 has been a year of restructuring in which we have attracted many new skilled employees with very valuable experience from the industry, particularly within the business areas of investment Management and capital Markets.

2012 was also a year in which a number of employees had to leave us as a result of the extensive reorganisation that we have undergone. We continuously strive to be a group in which it is attractive to work, and our new business model has contributed to us regularly being contacted by skilled people in the industry who wish to work for us.

One of our key focus areas is knowledge and expertise. All our investment advisers are certified and we are developing knowledge and quality in each area of the business.

Our employees are characterised by a high level of professional knowledge, integrity and solid implementation abilities founded on experience, market understanding and analytical skills. Our expertise is built on quality, thoroughness and we take a methodical approach to satisfying our customers’ interests and needs in the best possible manner. Our knowledgeable and skilled employees create a working environment characterised by high satisfaction and strong determination; not least in challenging periods such as the 2012 financial year. this results in energy and motivation for further development of the business and for creating opportunities and values for our customers.

We are proud to present some of the selected representatives of our strong, professional team.

A strong professional environment

A strong proFessionAl enVironMent



Erik DagslettHead of Brokerage Agasti Wunderlich Capital Markets ASErik Dagslett has previously worked on raising capital for syndicates andpropertyfundswithinUNIONCorporate.Hehasextensiveexperience of financial consulting and management for wealthy individuals and their companies in Orkla Finans, where he was head oflargecorporateclients.Priortothishewasmanagerandpartnerof the Agasti key account team in Oslo. Dagslett holds a degree in real estate from BI Norwegian Business School and has also worked for companies such as DNB. He joined the Agasti Group in August 2012.

Christian FuhrDirector Agasti Wunderlich Capital Markets ASChristianFuhrisformerlyHeadofRealEstateinCorporateFinanceatSEBEnskildaandParetoSecurities.Hewaspreviouslyarealestate project manager at Orkla Finans. Fuhr has extensive experience of corporate finance consulting within the real estate sector regarding equity, mergers and acquisitions and as strategic advisor during the establishment and development of a number of real estate companies in Norway and the Nordic region. Fuhr has servedontheboardofdirectorsofbusinessessuchasParetoWealthManagement. He has a Masters degree in Business Administration fromCentralMichiganUniversity,andjoinedtheAgastiGroupinOctober 2012.

Rune MæleDirector Agasti Wunderlich Capital Markets AS RuneMæleisaformerpartneratWunderlichSecuritiesandManagingDirector/PortfolioManageratNorskeShellPensions. InrecentyearshehasfocusedonPrivateEquityandEnergythroughfacilitation,followingupPEfundsandsecondarytradingofsharesforWunderlichSecuritiesandSSBSecurities.HehasalsoE&Pexperience from Norske Shell as an analyst and extensive experience offinancialinstrumentsandriskmanagement.MæleholdsanMSc in Finance from Strathclyde University in the UK and is a certified PortfolioManager(NFF/NHH).HejoinedAgastiWunderlichinOctober 2007.

Pål ThygesenBroker Agasti Wunderlich Capital Markets ASPålThygesenhaspreviouslyworkedinthecorporatefinancedepartmentandequitysalesdivisionatParetoSecurities,withrealestate as his speciality. thygesen has been involved in a number of listed and unlisted real estate transactions in Norway and internationally. He has also worked on project financing of real estate andshippingprojectsatParetoProjectFinance.Priortothis,heheaded up the brokerage team at Orkla Finans. thygesen joined the Agasti Group in August 2012.



Christian DovlandSenior Director Obligo Investment Management AS ChristianDovlandhas12yearsofinvestmentbankingandinvestmentmanagement experience from First Securities/Swedbank First Securities,operationalexperienceasaCFOforanITcompany aswellasfouryearsofPrivateEquityexperiencefromStormbull, a Norwegian investment company. Dovland has extensive experience of complex capital market transactions within M&A, IPOsandcapitalraising,aswellasstrategicownershipissues. He has also worked on the establishment of a number of investment structureswithinPrivateEquity,InfrastructureandRenewableEnergy. Dovland holds an MBA in International Management and anMAinInternationalPolicyStudiesfromtheMontereyInstitute ofInternationalStudies(California,USA)andaBAinBusinessfromHeriot-Watt University in the UK. Dovland joined Obligo Investment Management in January 2013.

Tor PedersenDirector Obligo Investment Management ASTorPedersencametousfromUNIONEiendomskapitalAS,whereheworked as a fund manager for Storebrand Eiendomsfond. As a fund manager he was involved in all aspects of the fund, including financing,transactionsandportfoliostrategy.PedersencametoUNIONviatheLondon-basedAEWEurope/CurzonGlobalPartners,where he worked as an associate director on their asset manage-ment team and was involved in the management of their European realestateportfolios.PedersenhasaBScinFinancefromKogodSchoolofBusinessinWashington,DC,andanMScinrealestateinvestmentfromCASSBusinessSchoolinLondon.PedersenjoinedObligo in October 2012.

Morten WettergreenDirector Obligo Investment Management ASMortenWettergreenisaformerpartneratABGSundalCollierRealEstate, where he worked as an asset manager for six years. He was previously a management trainee at ABB, holding several positions that included working for the finance division in Norway and for the treasury division at the head office in Zurich. He has also worked as a project accountant in ABB Oil and Gas in Oslo. Wettergreen has extensiveexperienceofrealestateinvestmentintheNordicRegionand has also worked on real estate investment in the USA. In addition he has experience from several boards of directors, serving as a consultant, chairman and board member for several property businesses. Wettergreen holds a master’s degree in Business and Economics from BI Norwegian Business School and also studied at the military academy of the Norwegian army. He joined Obligo Investment Management in January 2013.



J. Harald Henriksen Director Obligo Investment Management ASJ.HaraldHenriksenwasformerlyCFOoflistedshippingcompaniesActinor Shipping ASA and I. M. Skaugen ASA as well as debt recovery company Aktiv Kapital ASA prior to joining ABG Sundal Collierin2008,workingwithGlobalVesselHoldingsportfoliosas the global financial and shipping crisis hit. He has previously also held financial and restructuring positions at Elkem ASA and restructuringcompaniesASPoseidon,MGIndustrierASandKosmosHolding. through his shipping background with listed companies, he has extensive experience of financing, restructuring processes, mergers and acquisitions, strategic ownership issues and regulatory matters. His long experience includes international groups and he has served on boards in several jurisdictions. J. Harald Henriksen holds a master’s degree in Business Administration from the Norwegian School of Economics and joined Obligo Investment Management in January 2013.

Trym Otto SjølieManaging Director Global Shipholdingtrym Otto Sjølie joined Global Shipholding after serving as Senior VicePresidentShipowningatHöeghAutolinerswherehewasincharge of the company’s newbuild programme, sale & purchase of vessels as well as longterm fleet planning. He has extensive experience of shipping over the past two decades. In addition to transactions and commercial/operational shipping experience duringhislongtenureatHöeghAutoliners,hehasabackground in ship management as fleet superintendent. Sjølie also has considerable project management experience both in shipping and theoil&gasindustry,andpreviousemployersincludeHöeghFleetServices,KværnerOil&GasandJ.L.MowinckelsRederi.Sjøliehasan MSc from the Norwegian University of Science and technology in trondheim, and started working with Obligo Investment Management in July 2012.

Svein Erik LillelandDeputy CEO Agasti Wunderlich Capital Markets ASSvein Erik lilleland has worked in the oil services sector since 1995, and has twelve years of experience in most elements of the supply industry, including sales, strategy, finance and management. He also has M&A experience from a number of transactions in the oil service industry.PreviouspositionsincludeprojectmanagerfortheNorwegianTradeCouncilinHouston,USA,SalesDirectorandthenCEOattheHoustonofficeofCorrOcean,SalesDirectoratCorrOceanASA,DeputyCEOatCorrOceanASA,andadirectorwithin the management consulting and business development divisionofRoxarASA/EmersonProcessManagement.Lillelandhaslived and worked in the UK and USA for more than 15 years. Svein ErikholdsaBScinEngineeringfromtheUniversityofPortsmouthand an MBA from london Business School. lilleland joined Agasti WunderlichCapitalMarketsinAugust2010.


Head officeOslo

locAtions

Locations

New York

Houston

Berlin

StockholmOslo

Wealth ManagementnorwayOsloKristiansandBergenFredrikstadHamarGjøvikKongsvingertønsbergHaugesundStavangertromsøtrondheimÅlesund

swedenStockholmMalmöGothenburgUppsalaBoråsHalmstadHelsingborgJönköpingKarlstadKristianstadLinköpingVästerås

investment ManagementOsloStockholmBerlinNew York

capital MarketsOsloStavangerNew YorkHouston

Our strategic alliance partner in

the USA, Wunderlich Investment

Company,has24officesin15states.


Alfred Ydstebøchief executive officer of Agasti Holding AsAYdstebø has been associated with the Agasti Group since 1992 and has played a crucial part in the development of the group. He was also the group chief executive officer of Agasti from 1993 to 2005 and chairman of the board of directors for the period 2005-2012.

Ydstebø holds a BA in Engineering and Economics from NKI, he also holds a Master’s in Business Administration from Handelshøyskolen BI (NorwegianSchoolofManagement).

AlfredYdstebøowns,directlyandindirectly,36,984,947shares in Agasti Holding ASA, which makes him the company’s largest shareholder. He also owns 1,500,000 options in Agasti Holding ASA.

Jørgen pleym ulvnessdeputy ceo of Agasti Holding AsA and ceo of Agasti Wunderlich capital Markets AsUlvness joined the Agasti Group in September 2012 and has previously beentheCEOofFirstSecuritiesandGlobalHeadofInvestmentBankingatSwedbank.HehaspreviouslybeenthedeputyCEOandChiefLegalOfficerofFirstSecurities.Hehasalsoworkedasacommercial lawyer in Advokatfirmaet Selmer. Ulvness also has broad experience as an advisor in connection with restructuring, mergers and acquisitions, emissions and other strategic ownership issues. He has extensive experience from serving on boards of directors, both as an advisor and as chairman or board member of numerous different companies.

Ulvness graduated as a lawyer from the University of Oslo.

He owns 1,395,000 shares and 1,750,000 options in Agasti Holding ASA.

christian tungechief Financial officer of Agasti Holding AsADuring the period March to August 2012, tunge was appointed actingCEOofthegroup.HejoinedthegroupasCFOin2006,having left his role as International Negotiator in Statoil’s inter-national upstream business. He was employed by Statoil for ten years and his background primarily stems from various positions and departments in economy and finance.

TungegraduatedfromNorgesHandelshøyskole(NHH)withadegreeinBusinessAdministrationandalsoholdsaCEMSMaster in International Management from NHH/Escuela Superior de AdministraciónyDireccióndeEmpresas(ESADE).HeholdsanMAin Business Administration from NHH and also trained as a lawyer at the University of Bergen.

ChristianTungeowns700,000sharesand1,390,000optionsinAgasti Holding ASA.

group MAnAgeMent

Group management

Bjarne eggesbøchief executive officer obligo investment Management AsEggesbø came to Obligo in September 2012 and has previously been ExecutiveDirectoratUBSandHeadofRealEstateStructuring&SecuritizationatCreditSuisseinLondon.Earlierinhiscareerhe wasSeniorRatingsAnalystatMoody’sInvestorService.Eggesbøhas extensive experience from international finance where he specialised in strategy, funding and structuring of real estate. Combinedwiththis,EggesbøhasinstitutionalexperiencefromboththeUSAandEurope.EggesbøhasstudiedRealEstateFinanceatCornellUniversityandhasalsocompleteduniversitystudiesinfinance at New York University and the london Business School. He owns no shares or options in Agasti Holding ASA.

tor Arne olsenchief communication officer Olsen joined the Agasti Group in December 2012 and has previously held positions as head of communications at Swedbank First SecuritiesandPressOfficerfortheOsloStockExchangethrough11years. His background primarily stems from finance, but he also has experience of property and pensions/insurance.

HeholdsaBachelorofBusinessAdministrationinPublicRelationsfrom Norges Markedshøyskole / Handelshøyskolen BI.

Olsen owns no shares or options in Agasti Holding ASA.

Kjersti Aksnes gjesdahlActing chief executive officer navigea securities AsGjesdahlstartedasHeadofLegalRiskandComplianceofNavigeaSecurities in October 2012. As of April 2013 she has been Acting ChiefExecutiveOfficerofNavigeaSecuritiesAS.Gjesdahlcamefrom the position as senior lawyer in the banking and finance departmentofthelawfirmArntzendeBescheandhaspreviouslyworked for the Financial Supervisory Authority of Norway as a senior advisor within the departments for securities and market behaviour. Gjesdahl also has experience from the Norwegian Ministry of Justice, the courts and the law firm Schjødt. Gjesdahl holds a law degree from the University of Oslo and Katholieke Universiteit de leuven. Gjesdahl owns no shares or options in Agasti Holding ASA.

group MAnAgeMent



tHe BoArd oF directors

The BoardMerete Hauglichairman of the BoardHaugli has broad experience from a number of board positions, most recentlyfromComrodCommunicationASA,ReachSubseaASAandRSPlatouASA.ShehasalsoheldseveralleadingpositionsincludingSEB, Formuesforvaltning AS, First Securities ASA and ABG Sundal CollierASA.ShehasalsoheldthepositionasAssistantChiefofPoliceintheOsloPoliceDistrictforeconomicandenvironmentalcrime.

SheholdsqualificationsfromtheNorwegianCollegeofBankingandthe Norwegian School of Management.

Member of the Board of Agasti Holding ASA from 11 May 2010. Haugli owns no shares, share options or warrant shares in the company.

stein AuknerVice chairman of the BoardAuknerisapartnerinNorscanPartnerASwhereheadvisesonfinance, economics and strategy.

Aukner holds a number of board positions. He is chairman of NerliensMeszanskyASandStormRealEstateASA.HeisalsoaboardmemberofWarrenCapitalAS,BamaGruppenASandAgraHolding AS.

Auknerisabusinesseconomist(siviløkonom)fromtheCopenhagenBusinessSchoolandalsoaCharteredFinancialAnalyst.

Member of the Board of Agasti Holding ASA from 6 June 2002. Aukner owns, directly and indirectly, 137,500 shares in Agasti Holding ASA. He owns no share options or warrant shares in the company.

Fromtheleft:PiaGideon,MereteHaugli,SisselKnutsenHegdal,OlePeterLorentzen,SteinAuknerandErlingMeinich-Bache.

tHe BoArd oF directors

sissel Knutsen HegdalMember of the BoardHegdal has 20 years of experience within corporate law. She is a partner and owner of Bjørk Advokat og Eiendom AS. She holds a number of board positions, both with publicly and privately owned companies. SheisChairmanoftheBoardofStavangerregionenHavn IKS, Museum Stavanger AS and Al Dente ReklamebyråAS.Sheisalsoaboardmember ofthecompaniesCrudecorpASAandRisavika Havn AS. Hegdal holds a number of positions as apoliticianinStavangerHøyre,includingtheCityCouncilandthelocalcouncil’sexecutivecommittee.SheisalsoChairmanoftheCommitteeofCultureand Sports in Stavanger. She is also a candidate for RogalandHøyreintheNorwegianParliamentaryElection, autumn 2013.

She has a Master’s degree in law from the University of tromsø.

Member of the Board of Agasti Holding ASA from 23 May 2012. Hegdal owns no shares, share options or warrant shares in the company.

erling Meinich-BacheMember of the BoardMeinich-BacheisCFOofIKMGruppenAS,acompany related to one of Agasti Holding ASA’s largest shareholders. He also holds a number of board positions in various companies, both within and outside the IKM Group, including the companies EnergyVenturesIIIASandEnergyVenturesIVAS.He holds a Master of Science in Financial Management.

Member of the Board of Agasti Holding ASA from 23 May 2012. Meinich-Bache owns no shares, share options or warrant shares in Agasti Holding ASA.

ole peter lorentzenMember of the BoardLorentzenisChairmanoftheprivatelyownedinvestmentcompanyLudvigLorentzenASandhaswide experience from investments in shipping, real estate and technology enterprises. He has board experience from both small and large companies, mostrecentlyinEnergyRecoveryInc.andOperaSoftware ASA.

He is a Master in Business and Economics from the University of lund, Sweden.

Member of the Board of Agasti Holding ASA from 11May2010.Lorentzenowns22,170,950sharesinAgasti Holding ASA. He owns no share options or warrant shares in the company.

pia gideonMember of the BoardGideon is a partner in Gaialeadership AB. She has a background in international management in the Ericsson Group, where she was responsible for communications and marketing, most recently as marketing director for North America. Gideon also has experience as a financial analyst in the banking sector in addition to working as a financial journalist. She has also held a number of board positions in a variety of industries.

She is a graduate of the Stockholm School of Economics and also has Executive training from ColumbiaUniversity.

Member of the Board of Agasti Holding ASA from 11 May 2010. Gideon owns no shares, share options or warrant shares in Agasti Holding ASA.



the Agasti group is a leading provider of investment advice, management and an advisor and facilitator of capital market services for wealthy individuals, companies and institutional investors.

the group was established in 1990 and the controlling company Agasti Holding ASA has been listed on the Oslo Stock Exchange since 2001. At the end of 2012 the group had 213 employees and operating activities in Norway and Sweden, as well as in the USA throughastrategicalliancewithWunderlichInvestmentCompany.the head office moved from Stavanger to Oslo in 2012. As of 31.12.2012 the group managed a total of NOK 51 million on behalf of 43,000 customers within the Wealth Management segment.

Under the mantra of “Systematic leading expertise”, the Agasti Group has built one of the market’s most experienced teams with regard to real estate, private equity and shipping and, through our close collaboration with Wunderlich’s energy team in Houston, we have done the same within energy and oil services. We have achieved this by bringing together dedicated people with international experience of investment banking from ABG Sundal Collier,SwedbankFirst,DNB,Pareto,SEB,MorganStanley,DeutscheBank and Wunderlich Securities, to name but a few.

Based on our professional strength, international experience and ability to create opportunities for our customers, we offer a comprehensive concept based on:

• Professionalinvestmentadvicefromauthorisedandexperiencedadvisers based on an individually developed investment profile and first-class selection of investment recommendations

• Advicefor/facilitationofcapitalmarkettransactionsforNorwegianand international environments, with strong distribution capacity and investment abilities

• Completeprovisionofmanagementservicesassociatedwith our customers’ direct investments

In the Agasti Group, we have streamlined three business areas to ensure an improved, more professional and comprehensive range of services for you, the customer.

Three business areas

tHree Business AreAs

Wealth Management

Capital Markets

Investment Management


the Wealth Management business area consists of the companies navigea securities As in norway and its swedish branch and navexa securities AB in sweden.

through these companies we offer investment advice based on an individually tailored investment profile for wealthy individuals and companies.

We are an attractive and independent provider of renowned Norwegian and international equity and fixed income funds and we take a methodical approach to carrying out thorough analyses of each individual fund that we consider adding to our product range. We prioritise quality over quantity, as we believe it is most appropriate for customers to have a concentrated selection of quality products from which to choose.

Wealth Management customers are also given the opportunity to invest in alternative products, for example investment portfolios within real estate, shipping, private equity and infrastructure, which are all established and managed by the affiliated company Obligo Investment Management.

Based on a thorough suitability assessment we also offer attractive investment opportunities to selected customers in various capital markettransactionsfacilitatedbyAgastiWunderlichCapitalMarkets, which is also part of the Agasti Group.

Every day we strive to live up to the vision: “We create opportunities”. We always recommend that customers make the investments that we feel will provide the customer with the best possible rate of return based on an individually tailored risk profile and the customer’s wishes.

During the third quarter of 2013, Navigea and Navexa will introduce a completely new and, in a Norwegian context, unique system in which customers and advisers jointly map the customer’s overall investments. Based on this and the customer’s wishes, an individual profile is established which will provide a very useful tool when considering future investments.

Wealth Manage-ment

WeAltH MAnAgeMent


the capital Markets business area consists of the company Agasti Wunderlich capital Markets, which is a leading provider of advice and facilitation for different types of capital market transactions.

In 2012 we established one of the most experienced teams within the sectors in which the Agasti Group aims to have a leading position; real estate, private equity, shipping and energy and oil services. We achieved this by bringing together dedicated people with international investment banking experience from renowned environments in Norway and abroad. Our strategic collaboration withWunderlichInvestmentCompanyintheUSAmeansthatwehave a close collaboration with their energy team in Houston. this also makes us a key player within the energy segment - both at home and in the USA.

Agasti Wunderlich assists the Norwegian and international industry with financing, mergers, acquisitions and restructuring, etc. Based on a thorough assessment, selected customers are offered the opportunity to invest in various types of capital market transactions, for example participation in emissions.

We have an experienced broker desk with solid investment abilities and a broad distribution to wealthy individuals and institutional investors, both through our Norwegian company and through our strategic collaboration with Wunderlich, as well as broad analytical coverage of the sectors we cover.

Agasti Wunderlich carries out activities in Oslo, Stavanger and the USA.

Capital Markets

cApitAl MArKets


the investment Management business area consists of obligo investment Management As. this company and its subsidiaries manage all direct investments that our customers have made through the Agasti group. At the end of 2012 these totalled noK 44 billion.

Obligo Investment Management offers comprehensive investment managementservices,includingassetmanagement,IRservices and other business services on behalf of customers that have made various investments through the Agasti Group. this includes everything from development and facilitation of investment projects to extensive reporting on the development of existing investment portfolios. Obligo is also responsible for board representation, monitoring portfolios on a daily basis and for ensuring that the Wealth Management advisers are highly familiar and up-to-date with the various investment products.

Obligo is among the largest real estate management companies in the Nordic region and has leading expertise within private equity, property, infrastructure, shipping and energy and oil services. Our team is composed of highly skilled people with experience from ABG SundalCollier,SwedbankFirst,Pareto,MorganStanleyandDeutscheBank, to name but a few.

the company manages real estate portfolios with a total of NOK 34 billion. the next largest sector is shipping, in which customers have NOK 4 billion under management.

Obligo Investment Management AS carries out activities in Oslo, Stockholm, Berlin and New York.

Investment Manage-ment

inVestMent MAnAgeMent


A year of major changes

cHieF executiVe oFFicer´s coMMents

2012 was a challenging year for Agasti Holding. At the same time, 2012 was the year we staked more than at any point in our over 20-year long history. early in 2013 we can already see a positive development and increased activity.

Already at this early stage in the year, our business and our employees have undergone a testing period, which far exceeded anything we have experienced previously, when the Financial Supervisory Authority of Norway notified us that Acta Asset Management’s license would be withdrawn. Instead of focusing solely on reorganisation of the business and being satisfied with continued operations, we chose to significantly develop the business further. Admittedly, it was necessary to make major changes to our advisory services, where the primary focus was to establish a watertight regulatory framework and ensure that our advisers have no incentives in their advice other than providing sound and valuable advice to customers, although we chose to do far more than just this.

extensive changesAfter acquiring investment management mandates from ABG SundalCollierandSwedbankFirst,includingtheacquisitionof 12 very competent employees from these companies, we now offer a complete management service for all our customers’ direct investments in the Agasti Group. this provides customers with increased security and better management quality as we possess all the necessary expertise ourselves.

cHieF executiVe oFFicer´s coMMents

Furthermore , we are establishing ourselves as a leading actor within capital market transactions inselectedsectors(e.g.realestateandenergy/oilservices),forwhichwehaveemployeddedicatedpeople with very strong expertise from Norwegian and international capital markets, whilst simultane-ously entering into a very attractive strategic alliancewithWunderlichInvestmentCompanyin the USA. this presents us with unique opportunities which none of our Norwegian competitors are anywhere near able to match.

Our Wealth Management business area, which is among the country’s largest and leading providers of investment advice and wealth management, has undergone extensive changes. For our customers, the most important change is that we have established a concept in which our advisers have no incentives other than to always provide the recommendations and advice which are best for the customer based on an individual investment profile jointly created by the adviser and the customer. thus far, we are finding that the efforts we have made are to our customers’ taste.

this means that we currently have three business areas in the group, of which two are new and one has undergone significant changes.

You can read more about our business model on page 16 of this report.

A future-oriented strategyOur new focus is not only about adapting to the situation which arose in the spring of 2012. It is mainly about how we, as a group, should organise ourselves in an industry characterised by increasingly fierce competition so that in future we continue to stay abreast of developments and about being able to lay solid foundations for creating value and opportunities for our customers. We are confident that the model we have now chosen is a wise, future-oriented strategy - for our customers, owners and employees.

Our new business model does not simply involve being an independent supplier of equity and fixed income funds of high quality from recognised Norwegian and international fund managers. Agasti Group customers will also be presented with attractive investment opportunities through Agasti Wunderlich, which is already working to facilitate exciting capital market transactions for Norwegian and foreign companies which finance projects that suitable customers will be given the opportunity to invest in.

It is also gratifying that for the eight time in the last 10 years we have managed to deliver extra return over benchmark to everyone who followed our fund recommendations, which is 90 percent of our customers.

AsChiefExecutiveOfficerIamincrediblyproud of the morale, dedication and courage I have once again seen our employees display. As a result of the license withdrawal we held meetings and discussions with more than 40,000 customers and customers who represented 90 percent of the total invested capital displayed renewed confidence in us. I promise that we will reward this confidence.

systematic leading expertiseExtensive changes require extensive measures. We have therefore trimmed and constructed the organisation in parallel. Since August 2012, we have recruited a total of around 40 new employees - several of whom came from recognised teams in Norway, the UK, Germany and the USA. Nevertheless, at the end of the year we had around 30 fewer employees than before we started the change process. this means that we have been able to adjust our expertise in accordance with the group’s current focus and we have been able to add systematic leading expertise.

Our new business model continues to build on a comprehensive industry mindset, in which we combine advice, management and financing/facilitation of capital market transactions in a way which, in a Norwegian context, creates a unique breadth of services and higher quality for our customers. Overall, this forms a solid basis for healthy and profitable operations for the entire group in the coming years.

this is what we believe in. this is how we will succeed.

Alfred YdstebøChiefExecutiveOfficer



MArKets

A good year on the stock exchange despite turmoil and uncertainty

despite negative media coverage and macro-economic instability, 2012 was a good year on the stock market with strong returns and less price volatility than we have been accustomed to in recent years.

Many stock markets gave a rate of return of more than 10 percent in 2012, significantly higher than what can be expected of the stock market in the long term. the main index on the Oslo Stock Exchange rose by 15.4 percent and the Stockholm Stock Exchange rose by 11.9 percent.

the major winners in 2012 were investments in shares and high interestbonds(HighYield).

Navigea Securities’ customers that have invested in our hand-picked fundshaveenjoyedaverygoodaveragerateofreturn.Customersthat invested in our core selections, which consist of broad funds that primarily invest in mature markets, had a rate of return of 10.7 percentin2012.Inthesameperiod,theMSCIAllCountryWorldIndex rose by 5.3 percent.

Customers’investmentsinthespicymutualfundselection,whicharespecialised funds with a focus on growth markets or specific sectors, roseby10.9percentin2012.Inthesameperiod,theMSCIEmergingMarkets Index rose by 6.9 percent.

Customers’investmentsinmoneymarketandbondfundshavegivenanaveragerateofreturnof13.8percent.Allfiguresabovearemeasured in Norwegian kroner. the fund selections recommended

MArKets

by our analysts have outperformed the reference index in eight of the last ten years. 90 percent of customers’ fund investments are in funds that are included in the recommended fund selection.

risk-on, risk-offthe stock exchange year got off to a good start, with an upturn on both the Oslo Stock Exchange and the Stockholm Stock Exchange. In Europe there was cautious optimism after the launch of the crisis packagebeforeChristmas2011andtheAmericanhousing market appeared to be waking up again after many years of hibernation.

Uncertainty among investors increased as spring wasapproaching.Concernsaboutnewproblems in Europe, weaker figures from the USA and lower stimulifromChinahaltedthegrowthinthestockmarket. the uncertainty in the financial markets resulted in investors looking for alternatives with lower risk. the demand for secure investments resulted, among other things, in negative government rates in Northern Europe.

In autumn there was a more positive attitude again among investors, primarily due to new quantitative efforts and rescue packages from central banks in Europe and the USA.

the entire year has been characterised by a risk-on, risk-off pattern. Investors have fluctuated between optimism and increased risk in their portfolios and a more sceptical attitude where they have looked for safer investments.

europe – stimulus packages provide hopeAt the start of 2012, the focus in Europe was on the crisis-hit Greek economy. the spring election resulted in a clear no to further austerity measures and a disengagement from the Euro was discussed.

TheentireEuro-zonehasbeenfacedwithweakgrowth and high unemployment figures. During the autumn the focus moved from Greece to Spain, wherethetotaldebtburdenisover100%ofGDP.the country has very high unemployment, particularly among young people. Over 50 percent of young people under 26 are not in work or education.

ThecrisisintheEuro-zoneisnotonlyinhibitingEuropean growth, but also the world economy in general. However, there is no longer much discussion about whether the Euro will survive the crisis. In the last year the European authorities have solved many problems and conflicts. Even if there is much work still to be done, the rescue packages and reforms from governments have laid the foundations for a more positive future.

usA – fiscal cliff and the presidential electionthe American economy grew at a moderate rate in 2012 and the belief in a financial recovery increased. At times this led to disappointment when the statistics did not live up to expectations.

An important objective for both financial and monetary policies was to reduce unemployment and increase consumption, which accounts for 70 percentofthecountry’sGDP.Unemploymentremains high, but the position of consumers improved during the year, among other things due to a reduction in household debt and also because the property market started showing signs of coming back to life.

In the autumn, all eyes were on the American presidential election and the threatening fiscal cliff. this resulted in uncertainty among investors. A temporary budget agreement was reached at the last minute, but the USA still needs a more long-term solution.

Even if tough political bargaining is still taking place, a glimmer of optimism can be seen in both the labour market and the property market. there are good opportunities for increased consumption and continued moderate growth in the American economy going forward.

growth markets – unfounded concerns about china?Emerging markets contributed the most to global growth in 2012 and account for an increasing share of value creation in the world economy. Many countries are changing monetary and financial policies in an expansive direction, with reduced interest and increased investments in infrastructure projects, etc.



MArKets

China’seconomygrewmoreslowlyin2012andauthorities were cautious with stimulus efforts in the first half of the year. this was a cause for concern. the authorities deliberately chose to attempt to prevent overheating the economy.

InautumnwesawbetterfiguresfromChinaoncemore. After seven quarters of weaker economic growth, the trend turned and, by the end of the year, industrial production increased and investments in infrastructure and consumption remained at good levels.

increased appetite for riskDespite the turmoil in the world economy the stock market did well in 2012. Many investors still chose to leave the stock market in favour of less risky investments, such as bonds.

the development towards the end of the year showed that the appetite for risk among investors was on the up and there are many indications of capital returning to the stock market in 2013.

tittel

Februarythe Financial Supervisory Authority of Norway notified us of the withdrawal of the licenses for Acta Asset Management AS.

April the Financial Supervisory Authority of Norway withdraws the licenses for Acta Asset Management AS. the decision has been appealed.

March-AugustExtensive changes to the board of directors and the group management. Alfred Ydstebø takes over asChiefExecutiveOfficer.

Reorganisationandestablishmentofanewbusinessmodel - heavy investment in professional and institutional investment environments.

Wealth Management is established at Navigea Securities AS - customer concepts are developed further.

From March to August, all customers with holdings were contacted and new customer agreements were entered into with 70% of customers, corresponding to 90% of the invested capital.

KeY eVents

ThecompaniesAgastiCapitalMarketsASandObligoInvestment Management AS were established.

New business areas are formed; Wealth Management, InvestmentManagementandCapitalMarkets.

AgastiacquiresHagberg&PartnersFondsförvaltningAB, but in January 2013 Finansinspektionen rejects the acquisition. the decision has been appealed.

Purchaseof50%ofWunderlichSecuritiesASwithanoption to buy the remaining 50%, which is acquired in February 2013.

september Acta Holding ASA changes its name to Agasti Holding ASA. Head office moves from Stavanger to Oslo.

november-decemberAcquisition of the management of all direct investments that our customers have made through theAgastiGroupfromABGSundalCollierRealEstateand Swedbank First, with effect from 2013.

new robust business modelPlaces greater emphasis on professional and institutional investor environments

Clients are staying with us70% of the clients90% of invested capital

new business areaestablishes Agasti Wunderlich Capital Markets

Further develops customer conceptestablishes Wealth Management in navigea securities

From Acta to Agastithe holding company changes its name



MAin Figures

Operational key figures2011 2012

1.Equityinadvisoryconcepts(BNOK) 11 11

2.Equityundermanagementpercustomerinadvisoryconcepts(MNOK) 1 1

3.Equityundermanagement(BNOK) 28 24

4.AssetsundermanagementinObligo(BNOK) 47 44

5.Assetsundermanagement(BNOK) 57 51

Financial key figures

2008

Fixed revenues / fixed costs

74%

82%

101%

119%

123%

100

2009

2010

2011

2012

2008

Fixed revenues /fixed and activity based costs

50%

65%

79%

78%

93%

100

2009

2010

2011

2012

2008

Fixed revenues / total revenues

60%

69%

73%

92%

100

2009

2010

2011

2012

2008 2009 2010 2011 2012

Share price development

-78%

66%

-44% -44%

14%

2008 58%2009 78%2010 74%2011 47%2012 56%

Equity ratio+100

-100

34%


through excellent risk management and internal control the Agasti Group aims to ensure efficient operations and proper management of risks that are of significance to achieving the group’s business-related objectives. to further strengthen this area of the business, the Agasti Group has, in recent years, implemented significant changes to its management systems for risk management and internal control. After the subsidiary Acta Asset Management was served notice in February 2012 by the Financial Supervisory Authority of Norway of a potential withdrawal of the company’s licenses, which was later confirmed by a final decision in April 2012, basic organisational changes have been implemented and the emphasis on risk management within company management has been strengthened further.

the Agasti Group’s approach to risk is not to eliminate risk but to facilitate the identification, assessment, restriction and monitoring of risk in a balanced manner. the board of directors determines the degreetowhichtheAgastiGroupwilltakerisks.Riskmanagementhas been integrated across all levels in the group and forms part of all decision-making processes.

to improve quality in business-related processes in the Agasti Group, a customer concept has been established in which close dialogue and good communication with customers are key. Furthermore, a requirement has been introduced for all financial advisers in Norway to be certified in the field in line with similar requirements that have been in place in Sweden for a number of years. the group has had a long-term incentive scheme for employees, including option agreements and bonus schemes. these are measures that

risK MAnAgeMent And internAl control

Risk manage-ment and internal control

the various principles are continued in the group’s subsidiaries.

Agasti Holding ASA has an audit committee consisting of three board members and is the rapporteur for the corporate board of directors. the audit committee quality assures the group’s internal control, internal audits and risk management systems and ensures that these function efficiently. the audit committee ensures that risk management and internal control are established in accordance with laws and regulations, articles of associations, orders from the Financial Supervisory Authority of Norway and guidelines issued by the board of directors to the administration. An important part of this work is monitoring the management’s implementation of its control responsibilities. the audit committee holds meetings with external and internal auditors at least twice per year. the audit committee reports to the corporate board of directors.

the corporate board of directors evaluates its work and its expertise associated with the company’s risk management and internal control at least once per year.

chief executive officerthe chief executive officer is responsible for establishing proper internal control and risk management in line with the principles established by the corporate board of directors. the chief executive officer is responsible for ensuring that all deliveries are of a high quality. the Agasti Group has established a structure in which line management performs systematic controls and quality monitoring in all processes. this forms part of the company’s continuous improvement work. As part of the control work, the chief executive officer receives continuous quality reports from various units.

In addition to the continuous management reports, yearly reporting is also carried out for the corporate board of directors containing an overall assessment of risk management and internal controls. this report sets out the key risks in the Agasti Group and how these risks are managed.

Similarprinciplesapply,whereappropriate,toCEOsof subsidiaries.

compliance and risk manager role to strengthen risk management and internal control, the Agasti Group has established a compliance and risk manager role in each of the companies that carry out licensed activities.

will ensure long-term sustainable results and which will attract and retain top-quality employees.

to ensure consistent business management and quality in the Agasti Group, a common set of internal guidelines and instructions have been established. the formal organisation of the Agasti Group’s control roles ensures good management and control. An independent compliance role has been established in all securities companies in the group. Compliancemaintainsthequalityoftheactualinvestment advice process and carries out controls to ensure that the customer has been given the treatment he/she is entitled to in accordance with regulations and internal guidelines. the compliance role is also responsible for staying up-to-date with regard to changes to laws and regulations which impact the work performed by each securities company. the results of this work are included as part of the continuous improvement work in the Agasti Group, together with other control work.

today the Agasti Group is a quality-oriented finance group with good management and control - in the best interest of its customers and shareholders.

Roles and responsibilities in risk management and the internal control structure in the Agasti Group

Board of directors and the audit committeethe board of directors of Agasti Holding ASA is the groups’ highest authority for business operations, including all continuous risk management and internal control. the group has established ethical guidelines, guidelines for corporate social responsibility, guidelines for restrictions in employees’ proprietary trading and rules governing employees’ ability to hold board positions and make otherinvestments.Policieshavealsobeenestablished with regard to the group’s risk management and internal control.

the corporate board of directors has established a clear division of responsibility between the board of directors and the corporate management through instructions for the corporate board of directors and the chief executive officer. the group has a clear organisational structure.

the corporate board of directors has determined the group’s overall risk profile and annual risk frameworks.Riskframeworksaredeterminedinconnection with overall objectives and strategies set out by the corporate board of directors.




external auditsthe Agasti Group’s external auditor carries out statutory financial audits. the external auditor reports to the annual general meeting. the external auditor also attends Agasti Holding ASA’s board meetings and the meetings of the audit committee when required. the Agasti Group has chosen Ernst & Young as its external auditor.

Risk management in the Agasti Groupthe risk management process is crucial to achieving thegroup’sobjectives.RiskmanagementintheAgasti Group is carried out by area. All areas carry out risk assessments. Each manager in the group is responsible for contributing to the identification, assessment and management of risks and internal control within their area of responsibility.

risk management frameworkthe Agasti Group has established a uniform risk management methodology for the group. the principles for carrying out risk management have been set out in a separate framework based on internationally accepted principles such as those of TheCommitteeofSponsoringOrganizationsoftheTreadwayCommission,COSO,recommendationsfromtheNorwegianCorporateGovernanceBoard(NUES)andregulatoryrequirementssetoutbytheFinancial Supervisory Authority of Norway. the framework covers the entire risk management process and defines the principles and templates to be used in the process. the framework provides guidelines and explains the processes for carrying out efficient risk management. the common risk management methodology is intended to ensure a common understanding of the risks in the group. In addition to this, the board of Agasti Holding ASA setsouttheoverallriskprofileforthegroup.Riskreviews include risk assessments, action plans and reporting. Identified risks are followed up as part of the management reporting. In the Agasti Group, risk management consists of the steps of risk mapping, risk assessment, risk management and action plans, monitoring and reporting.

risk mappingRiskmappingatAgastistartswiththegroup’sprioritisation of focus areas for the coming period. together with the relevant business plans for each subsidiary, these form the basis for deciding which areas will be subject to risk assessments. the board of directors and management of each subsidiary will define these jointly. the purpose is to gain an overview of significant activities, current goals and which risks could threaten the fulfilment of these goals.

the risk manager is responsible for coordinating processes for risk management in his/her company and for ensuring that risk reports provide a correct and complete view. this also includes administration of risk management and conducting training and skills development. Additionally, the role assists the chief executive officer in preparing risk reports for the board of directors of the various companies and for the corporate board of directors.

the compliance role has been established to ensure that the groups’ licensed activities comply with increasingly complex regulations. this includes both external regulations set out by the government and the company’s internal guidelines. the compliance role has been established in all companies that carry out licensed activities. the compliance role reports directlytotheCEO.Thepersonperformingtheroleis familiar with relevant regulations at all times and ensures compliance with each of the company’s internal guidelines. A separate control plan has been established for the role so that random controls are carried out continuously with a central regulation as part of the basis for ensuring that the organisation complies with the regulations. the role is also responsible for ensuring that the risk management methodology for which the chief executive officer is responsible is in accordance with the policy for risk management and internal control as adopted by the corporate board of directors.

internal auditsIn order to quality assure compliance with the conditions set out by the board of directors, the Agasti Group has established internal audits for companies that carry out licensed activities. the internal audit verifies that internal control routines are established and function as intended. the unit also assists the board of directors, chief executive officer and subsidiaries with professional audit expertise and capacity, including monitoring and controlinselectedsubsidiaries.Resultsfromtheaudit activities are reported to the board of directors of the subsidiaries and the audit committee and, where applicable, the corporate board of directors. the unit ensures that all necessary measures are implemented. the Agasti Group has in 2012 chosen PwCasitsnewinternalauditor.



risk and control monitoringInformation about development in the risk picture and the underlying risk areas is also included as an important part of the management’s control information and as an important part of risk management. In the event that monitoring leads to the conclusion that there is a need for further measures and controls, the responsible manager shall ensure that all improvement measures are implemented within the established deadlines.

Risk factors in the Agasti Groupthe Agasti Group is exposed to several types of risk. the key risks are defined within the categories of strategic risk, operational risk and financial risk.

strategic riskAgasti’s strategic risk exposure is a risk which is important to the group’s earnings. the most important strategic risk is the development of the financial markets and customers’ willingness to invest in products offered by the Agasti Group. Agasti’s board of directors and management continuously monitor strategic risk and carry out adaptations in relation to the risk picture.

operational risk Operational risk is defined as the risk of loss resulting from inadequate or failed internal processes, human error, system error or external events. Operational risk also includes the risk of the company’s non-compliance with laws and regulationsandrisksassociatedwiththeuseofICTsystems. the quality of consultancy processes is an important operational risk for Agasti, on which the group has performed purposeful work. the group has established an effective system for managing operational risk and the operational risk is considered to be low.

Financial riskCreditriskistheriskofacustomerorotherpartybeing unable to meet its obligations in accordance with agreements and that the securities provided are unable to meet outstanding demands. the Agasti Group has credit risks associated with banks and counterparts. there are interest risks associated with the financing of the company and the group also has currency risks, associated in particular with activitiesinSweden.Continuousmonitoringoftheserisks is carried out and the risk level is considered to be low.

the Agasti Group has defined a set of risk categories underwhichrisksaregrouped.Riskmappingiscarried out at strategic, process and project level. this ensures that all key risks are identified and provides an overall risk picture which can be managed and monitored.

risk assessments, controls and measuresthe management and relevant key personnel carry outassessmentofsignificantrisks.Riskassessmentsare carried out by assessing identified risks in relation to the probability of a risk occurring and the consequences of a risk occurring, provided existing controls work as intended. For those risks that are considered to fall outside of the risk tolerance, further action and any risk-reducing measures will be decided.

Based on defined objectives and strategies for the group, significant risks are reviewed for all companies at least once per year. the chief executive officer systematically evaluates whether risk management and internal control are sufficient for managing identified risks in an appropriate manner.

RiskassessmentsformthefoundationsfortheCEO’sreporttothecorporateboardofdirectors.

Monitoring and reporting Information about development of risk levels is a crucial part of the management’s control information and an important part of business management.Riskassessmentsandriskreportsmust therefore coincide with other business management and business reporting. Management is involved in the work to establish a structure for periodic monitoring of management parameters, includingbothperformanceparameters(KPI)andriskindicators(KRI).

the above activities are documented and a summary containing conclusions about the risk situation and the need for new measures is prepared foreachcompany.TheCEOpresentstheboardofdirectors, at least once per year, with an overall assessment of the risk situation for processing. the board of directors monitors the individual risks throughout the year.



Articles Adopted at the annual general meeting of 31 March 2005, last amended at the Board meeting of 28 February 2013.

§ 1 company name and registered office the company is a public limited company. the company’s name is Agasti Holding ASA.

the company’s registered office is located in the city of Oslo.

§ 2 objects As parent company, the company’s objects are to administer its ownership interests within the group, and all activities that naturally relate to these interests.

§ 3 share capital Thecompany’ssharecapitaltotalsNOK46,985,535.00dividedamong261,030,750shares,eachwithanominalvalueofNOK0.18.ThesharesshallberegisteredwiththeNorwegianRegistryofSecurities.

§ 4 share transfer Notification of any acquisition of shares in the company shall be sentimmediatelytotheNorwegianRegistryofSecurities.

the purchaser of a share may only exercise the rights appropriated to a shareholder when the acquisition has been registered in the shareholder register, or when he or she has reported and paid for the acquisition.

Articles oF AssociAtion For AgAsti Holding AsA


Articles oF AssociAtion For AgAsti Holding AsA

§ 9 publishing of general meeting documents on the company’s websiteIf documents to be considered by the general meeting in accordance with the agenda for the meeting have been made available on the company’s website, the company does not have to send these physically to the shareholders. Any such documents shall, however, be sent free of charge upon request from individual shareholders.

§ 10 location of the general meeting the general meeting shall be held in the city of Oslo where the company’s registered office is. However, the Board of Directors may decide to hold the general meeting in the city of Stavanger or elsewhere when appropriate.

§ 11 duties of the general meeting the ordinary general meeting shall:

Approve the annual accounts consisting of the profit and loss account, the balance sheet and the annual report, including the consolidated accounts and dividends. Address other items to be dealt with by the general meeting according to legislation or the articles of association.

§ 5 structure of the Board the company’s Board of Directors consists of three to seven members according to the resolution adopted by the general meeting.

§ 6 nomination committee the company’s nomination committee consists of three to five members according to the resolution adopted by the general meeting.

§ 7 company signature One board member together with either the ChairmanoftheBoardortheChiefExecutiveOfficermay sign for the company.

the Board of Directors may grant power of attorney and special authorisations.

§ 8 ordinary general meeting the ordinary general meeting shall be held annually by the end of June.

the Board of Directors shall call the general meeting by issuing written invitations with at least 21 days’ notice to all shareholders with a known address, unlesstheJointStockPublicCompaniesActallowsa shorter notice. Shareholders who wish to attend must send notification of such to the company within the deadline specified on the notice of the general meeting. the deadline must not be more than five days before the date of the general meeting. the right to participate and vote at the company s general meeting only can be exercised for shares when the purchase of shares is listed in the shareholder register no later than five workdays prior to the general meeting.

At the general meeting, each share is allocated one vote.

sHAreHolder inForMAtion

Volume traded in thousands (right scale)Agasti OSEBX

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stock exchange listingShares in Agasti Holding ASA were listed on the SMB list at the Oslo Stock Exchange on 16 July 2001. the company was included in the Oslo Stock Exchange Main Index, OSEBX, from January 2004 and from October 2004 in the “OB Match” list, after the Oslo Stock Exchange replaced the previous industry structure for companies structured by liquidity. After the 25 largest companies on the OBX list, the “OB Match” list consists of the most liquid companies. One of the criteria for inclusion is that there is a minimum of 10 trades in the shares per day. In September 2012, the company changed its name to Agasti Holding ASA with AGA as the new stock exchange ticker. In 2012, the number of Agasti shares traded on the Oslo Stock Exchange was81million,whichgivesavelocityofcirculationof0.3.Onaverage in 2012, 0.3 million shares across 27 transactions per day were traded in Agasti Holding ASA. the company complies with OsloStockExchange’srecommendationsonreportingofIR information, in which, among other things, requirements are set out relating to the information which must be made available on companies’ websites.

share capital and sharesAs of 31 December 2012, Agasti Holding ASA had a share capital of NOK 46.4 million, divided into 257,530,750 million shares, each withanominalvalueofNOK0.18.

Shareholder information



Authorisation to issue sharesAgasti Holding ASA’s annual general meeting has given the company’s board of directors authorisation to issue new shares. the authorisation was granted at the annual general meeting on 23 May 2012 and applies to the issuing of up to 25.5 millionshareswithanominalvalueofNOK0.18.Theauthorisation is valid until the date of the next annual general meeting, but no later than 30 June 2013.

During 2012, the board of directors of Agasti Holding ASA did not make use of this authorisation.

Authorisation to acquire the company’s own sharesthe annual general meeting of Agasti Holding ASA has authorised the company’s board of directors to purchase the company’s own shares. the authorisation was granted at the annual general meeting on 23 May 2012 and applies to the acquisition of up to 25.5 million shares with anominalvalueofNOK0.18withinapricerange ofNOK0.18toNOK10.Theauthorisationisvaliduntil the date of the next annual general meeting, but no later than 30 June 2013.


options In 2009, the board of directors of Agasti Holding ASA allocated share options to selected members of the group management in accordance with the optionschemelaunchedin2008.Adecisionwasmade to replace this option scheme in 2009 with a three-year incentive scheme which applied to all employees in the group. In 2012, the board of directors of Agasti Holding ASA adopted a new incentive scheme for selected managers in the group. the scheme is part of a long-term incentive scheme for Agasti managers, which will contribute to creating positive results and attracting new employees as well as retaining existing employees. At the time of adoption, a total of 10,736 million share options are outstanding, of which managing employees hold respectively 6,911 million share options. the allocation is in accordance with the authorisation granted by the annual general meetings on 6 May 2009, 11 May 2010, 25 May 2011 and 23 May 2012.

the options allocated in 2009 and 2010, which remained outstanding at the start of 2012, all became due during 2012 without any redemption

taking place. the options allocated in 2011 with an expiry date in 2012 became due without redemption taking place. the redemption price for the options is NOK 3.14 for options allocated in February 2011, NOK 3.66 for options allocated in May 2011, NOK 2.14 for options allocated in August 2011, NOK 1.50 for options allocated in November 2011, NOK 1.10 for options allocated in February 2012, NOK 1.33 foroptionsallocatedinAugust2012andNOK1.58for options allocated in November 2012. the redemption price for the options shall be reduced by the accumulated dividends paid out during the period after allocation of the options. Dividends were not paid out for the 2009 financial year. the annual general meeting of Agasti Holding ASA approved dividends for the 2010 financial year as 0.10 per share. Dividends were not paid out for the 2011 financial year. the board of directors of Agasti Holding ASA has proposed to the annual general meeting that dividends are not paid out for the 2012 financial year. Share options allocated in February and May 2011 may, for primary insiders and a defined group of other employees, be redeemed by 1/3 in 2013 and 1/3 in 2014, during specific periods in both years. Share options allocated to other employees in February 2011, May 2011, August 2011, November 2011 and February 2012 may be 100% redeemed during specific periods of 2013 and 2014. Share options allocated to selected managers in the group during August and November 2012 may be redeemed by 1/3 in 2013, 1/3 in 2014 and 1/3 in 2015, during specific periods in all three years.

As of 31 December 2012, Agasti Holding ASA had not issued any other financial instruments that may result in a demand for issuing of new shares other than the mentioned share options.

share price performance ThesharepriceattheendoftheyearwasNOK1.38,which prices the company at NOK 355 million. In 2012 the highest and lowest market price has been NOK 2.09 and NOK 0.93 respectively. For comparison, the price at the end of 2011 was NOK 1.21. this constitutes a price increase of 14 percent during 2012. Oslo Stock Exchange’s Main Index (OSEBX)roseby15percentinthesameperiod,whereasthefinanceindex(OSE40)experiencedarise of 20 percent.

the figure on the previous page shows the price and turnover development for shares in Agasti Holding ASA from 1 January to 31 December 2012 compared with the main index in the Oslo Stock Exchange.



proprietary tradingEmployees who normally have access to or work with investment services or management of financial instruments for securities companies, or on behalf of the securities company’s customers, are covered by the proprietary trading rules regulated by securities trading legislation. It is crucial to the Agasti Group to have a proper relationship with the financial market and the supervisory authorities and the management has decided that all employees in the Agasti Group’s securities companies Acta AssetManagementAS,AgastiWunderlichCapitalMarkets AS and Navigea Securities AS, including its Swedish branch and Navexa Securities AB, will be covered by these rules. the company has prepared rules for how employees must behave in relation to the securities market.

insider regulationsAgasti Holding ASA has clear rules for the group which regulate employees’, employee representatives’ and related parties’ transactions in securities issued by Agasti Holding ASA. the rules set out a clear framework for how the transactions can take place and the periods during which trade in securities issued by Agasti Holding ASA is permitted.

dividends policythe company’s dividends policy remains unchanged from 2011 and aims to pay out the highest possible share of the profits after tax as dividends, taking into account legislative requirements and the need for solvency and liquidity. the board of directors of Agasti Holding ASA has proposed to the company’s annual general meeting that dividends are not paid out for the 2012 financial year.

shareholdersAgasti’s owners include institutional owners, various investors and a main owner who was also involved in founding the company over 20 years ago. Agasti’s largest shareholder, Alfred Ydstebø, who is also the chief executive officer of the company, together with related parties, owns around 14 percent of the shares. Ownership is exercised through the investment companyCoilInvestmentGroupASandWunderlichSecurities, Inc. At the end of the year, the 20 largest shareholders owned a total of 59 percent of the company’s shares. As of 31 December 2012, Agasti HoldingASAhad3,185shareholders,232fewerthanthe previous year. the number of foreign share-holders has reduced from 177 to 166. the number of Norwegian shareholders has reduced from 3,241 to 3,019. An overview of the 20 largest shareholders as of 31.12.12 is shown in the table to the right.

percentage of foreign shareholdersAt the end of 2012 the total percentage of foreign shareholdersamountedto18.5millionsharesor7.6percent distributed across 166 shareholders. For comparison, the percentage at the end of 2011 was 22.8millionsharesor8.9percentdistributedacross177 shareholders, whereas the percentage of foreign shareholders at the end of 2010 was 13.4 percent. An overview of the distribution by nationality has been provided in the table below.

shareholders by nationality as at 31.12.2012

nationality shares Percentshare

holdersPer cent

Norway 239 056 006 92.83 3 019 94.79

Sweden 4 120 165 1.60 71 2.23

United Kingdom 3 556 999 1.38 19 0.60

Denmark 3 422 286 1.33 17 0.53

USA 2 433 861 0.95 16 0.50

Luxembourg 1 850 763 0.72 2 0.06

Switzerland 1 478 170 0.57 5 0.16

Cayman Islands 500 000 0.19 1 0.03

Other 1 112 500 0.43 35 1.10

total 257 530 750 100.00 3 185 100.00

shareholdersnumber of

sharesequitystake

Coil Investment Group AS 35 068 547 13.62%

Ludvig Lorentzen AS 20 170 950 7.83%

Perestroika AS 19 114 996 7.42%

Best Invest AS 12 808 707 4.97%

Bjelland Trading AS 9 915 000 3.85%

Mons Holding AS 9 266 620 3.60%

Ikm Industri-Invest AS 8 020 000 3.11%

Sanden AS 7 500 000 2.91%

Tenold Gruppen AS 5 381 134 2.09%

Skandinaviska Enskilda Banken AS 2 940 500 1.14%

Nordea Bank Norge ASA 2 700 000 1.05%

Sissener Sirius ASA 2 629 500 1.02%

Bnyxe - Equity Tri-Party 2 560 000 0.99%

International Oilfield Services AS 2 500 000 0.97%

Steinar Lindberg AS 2 100 000 0.82%

Extellus AS 2 000 000 0.78%

Care Holding AS 1 986 100 0.77%

Wunderlich Securities, Inc. 1 916 400 0.74%

Solbrekk, Anders Ingvald 1 866 549 0.72%

Brattetveit as 1 833 022 0.71%

total 20 largest shareholders 152 278 025 59.13%

Total other shareholders 105 252 725 40.87%

total number of shares 257 530 750 100.00%



2013 Financial calendar the financial calendar can be found below. the quarterly presentations and the annual general meeting are usually held in Oslo. All presentations are open and the quarterly presentations are transmitted via the internet.

investor contactthe Agasti Group wishes to maintain the company’s excellent contacts and keep an open dialogue with all participants in the capital markets. the Investor Relationsroleisexercisedbythecompany’sIRManagerJo-IngeFisketjøn.Contactinformation can be found below:

E-mail: [email protected], tel.: +47 21 00 33 49

internetthe Agasti Group’s interim reports, interim presentations, annual reports, stock exchange announcements, up-to-date shareholder registers, etc. are continuously published at www.agasti.no.

29.05.13Ordinarygeneralmeeting

06.11.13Quarter 3interim report 2013





norwegian code of practice“TheNorwegianCodeofPracticeforCorporateGovernance”wasfirstpublishedbytheNorwegianCorporateGovernanceBoard(NUES)on7December2004.OnthebasisofchangestolegislationandregulationsandexperiencegainedfromtheuseoftheCode ofPractice,NUESannuallyevaluateswhetheritisnecessarytoupdatetheCodeofPractice.RevisionstotheCodeofPracticewerepresentedon8December2005,28November2006,4December2007, 21 October 2009, 21 October 2010, 20 October 2011 and 23 October 2012. Agasti Holding ASA reports in accordance withtheCodeofPracticeineffectatanygiventimeandexplainshow the Group has complied with the individual sections of the CodeofPractice.InstanceswhereAgastidepartsfromtheCode ofPracticearecommentedonseparately.Belowyoucanfind an overview of the recommendations.

1. Statement regarding corporate governancethe Board of Directors of Agasti Holding ASA will comply with the CodeofPracticeforCorporateGovernanceinallkeyareas.Thegroup has prepared guidelines for corporate social responsibility, ethical guidelines, guidelines for managing conflicts of interest and internal guidelines for proprietary trading and insider trading. the guidelines describe laws and regulations applicable to all employees, temporary workers and employee representatives, both internally and across the groups’ interest groups. the ethical guidelines are based on the Agasti Group’s basic values, which guide all activities within the group. Agasti’s activities are based on the following values: integrity, well-informed, energy and customisation. the ethical guidelines are clearly communicated throughout the organisation and define what is desirable and undesirable conduct.

corporAte goVernAnce

Corporate Governance


the guidelines that describe corporate social responsibility deal with the Agasti Group’s responsibility towards the people, society and environment affected by the company.

2. Business operationsAgasti’s vision is “We create opportunities”. the vision has clear ambition and indicates a clear direction. the vision invokes community and has been a guiding principle in selecting the group’s values. the group’s objective with the vision and values is that they, taken together, will inspire and influence employee attitudes and contribute to decision-making processes. the articles of association of Agasti Holding ASA are reproduced in their entirety in the annual report.

3. Company capital and dividendsequityAsof31.12.2012thegroup’sequitywasNOK184million, which comprised 54 percent of the total capital. Agasti has a business model that requires low capital, which is also confirmed by the fact that the need to invest is low during periods of organic growth. the board of directors continuously analyses the company’s financial solvency requirements in light of the company’s objectives, strategy and risk profile.

dividends policythe company’s dividends policy remains unchanged from 2011, which means that the company will exercise a dividends policy whereby the highest possible share of the net income is paid out as dividends, taking into account legal requirements and needs for satisfactory financial solvency and liquidity. For the 2012 financial year, the board of Agasti Holding ASA has proposed that dividends are not paid. the dividends policy is also presented in the chapter Shareholder information on page 33.

capital increasethe general meeting of Agasti Holding ASA has authorised the company’s board of directors to issue up to 25.5 million new shares, which represents approximately 10 percent of outstanding shares. the authorisation has been granted based on the desire for greater flexibility with regard to any issuing of shares to strategic business partners or financial investors, as an authorisation for use of capital, as payment for any acquisitions or the issuing of options or allocation of shares, options and/or subscription rights to management or key personnel, etc. the authorisation is valid until the date of the next general meeting, but no later than 30 June 2013. In 2012 the board of directors’

awarded share options to selected managers in the group in accordance with the authorisation granted by the general meeting. In 2012, the board of directors of Agasti Holding ASA did not issue any shares under the authorisation granted by the company’s general meeting on 23 May 2012.

At the ordinary general meeting it is proposed that the company’s board of directors be granted a new authorisation to issue up to 26 million new shares, valid until the next annual ordinary general meeting, but which will expire no later than 30 June 2014. the authorisation to issue remains applicable for just under 10 percent of outstanding shares.

Buy-back of sharesthe general meeting of Agasti Holding ASA has authorised the company’s board of directors to purchase the company’s own shares. the authorisation was granted at the general meeting on 23 May 2012 and applies to the acquisition of up to 25.5 million shares with a nominal value of NOK 0.18withinapricerangeofNOK0.18toNOK10. the authorisation is justified in that such authority is common in large listed companies and provides the opportunity to use the financial instruments and mechanisms prescribed by the Norwegian act relating to public limited liability companies. It also gives the company the opportunity to optimise its capital structure. the authorisation is also granted so that the company is able to use its own shares as consideration in the case of acquisitions and to fulfil the option scheme for management and key personnel, etc. the authorisation is valid until the date of the next general meeting, but no later than 30 June 2013.

It has been proposed that this authorisation is replaced at the ordinary general meeting by a new authorisation to purchase up to 26 million own shares until the next ordinary general meeting, but with an expiry date no later than 30 June 2014.




company was also controlled by Alfred Ydstebø. Beyond this, there have been no material transactions between the company and share-holders, the board of directors or management. Potentialconflictsofinterestbetweentheboard of directors and these groups are dealt with by the board of directors.

5. Free negotiabilitythe company has no ownership or trading restrictions affecting the company’s shares.

6. General meetingthe general meeting ensures that shareholders are able to participate in the body which constitutes the highest authority in the company and in which the company’s Articles of Association are stipulated. the board of directors will facilitate in such a way that as many shareholders as possible can exercise their ownership rights by participating in the company’s general meeting.

noticethe general meeting is held by June each year. In 2013 the general meeting will be held on 29 May. Notice and agenda documents for ordinary and extraordinary general meetings are, without exception, issued to shareholders with a minimum of 21 days’ notice. the board of directors also strives to make the nomination committee’s recommenda-tions available at least 21 days before the general meeting. the company’s financial calender ispublished through stock exchange announcements, on Agasti’s websites and in the company’s annual report. the board of directors ensures that agenda documents include all necessary information in order for shareholders to be able to consider all items that will be dealt with. the annual report is published electronically only. Shareholders may request a physical copy of the annual report free of charge. the general meeting is usually held in Oslo in accordance with the company’s Articles of Association.

4. Equal treatment of shareholders and transactions with related partiesAgasti Holding ASA has one share class, in which each share entitles the holder to one vote at the company’s general meeting. Equal treatment of shareholders has also been ensured in that all capital increases after the stock exchange listing in 2001 have occurred with preferential rights for existing shareholders. the only exceptions have been in connection with the company’s procurement of the investment advice company Axir ASA in 2010 and the procurement of the securities company Wunderlich Securities AS in 2013. However, in the case of emissions targeted at employees, all employees have been able to participate under the same conditions, regardless of their position within the company. If the company’s board of directors approves capital increases which deviate from the preferential rights of existing shareholders on the basis of the authorisation given at the general meeting, the reason for this must be made public in a stock exchange announcement in connection with the capital increase.

Authorisation regarding the purchase of the company’s own shares gives the board of directors purchasing freedom in relation to the methods through which the purchasing and sale of shares can occur. transactions in the company’s own shares would normally be carried out in the Oslo Stock Exchange or otherwise in accordance with the market price. All subsidiaries are wholly owned and as such there are no conflicts of interest with any minority shareholders. On 1 August 2009 Agasti Holding ASA entered into a consultancy agreement with the then chairman Alfred Ydstebø, correspond-ing to 35 percent of full time employment. During the period from 1 February 2012 until Alfred Ydstebø wasemployedasnewChiefExecutiveOfficerinAugust 2012, the consultancy agreement with Ydstebø was extended to 50 percent of full time employment. Ydstebø is also the company s largest shareholderthroughCoilInvestmentGroupAS. the agreement was terminated from and including 15 August 2012. For 2012, NOK 625,000, excluding value added tax, has been paid under this agreement. In August 2012 the group entered into an exclusive strategic alliance with Wunderlich InvestmentCompany,Inc.inwhichAlfredYdstebøhas a controlling interest. In order to strengthen the alliance, USD 2.5 million was invested in the form of a convertible debenture. At the same time, the group acquired 50% of Wunderlich Securities AS for NOK 6 million and the remaining 50% of the shares were acquired in February 2013. this



the committee consists of Ulf-Einar Staalesen (chairman),JanPetterCollier(member)andSteinarOlsen(member).Allcommitteemembersareconsidered independent of the board of directors andmanagementemployees.TheChiefExecutiveOfficer or other management employees are not members of the nomination committee. the composition of the nomination committee aims to balance multiple concerns, among other things the principle of independence and impartiality in the relationship between the committee and those who will be elected is emphasised. the nomination committee’s independence from the board of directors and the company management implies that the recommendation for members of the nomination committee should be made by the nomination committee itself. the deadline for providing input regarding candidates to the board of directors and the nomination committee is 31 December 2013 and this can be done by contacting Agasti Holding ASA c/o the nomination committee, POBox120,4001Stavanger,Norway.Thenomination committee’s recommendation of members is normally issued with the notice for the general meeting. the composition of the nomination committee is decided by simple majority vote.

8. Corporate assembly and board of directors - composition and independencecorporate assemblyAt the end of 2012 the Agasti Group had 213 permanent employees, the majority of whom are employed in the securities company Navigea Securities AS, a subsidiary of the parent company Agasti ASA. However, the number of employees in Navigea Securities AS is less than 200 and there is no requirement for a corporate assembly.

Board of directorsthe board of directors of Agasti Holding ASA consists of six members and currently has the followingcomposition:MereteHaugli(chairman),SteinAukner(deputychairman),PiaGideon,OlePeterLorentzen,SisselKnutsenHegdalandErlingMeinich-Bache.

participationthe company’s Articles of Association stipulate that the deadline for registration may not expire earlier than five days before the date of the general meeting and that the right to participate and vote in the general meeting may be exercised only for shares when the share position has been entered in the register of shareholders by the fifth working day preceding the general meeting. Shareholders are welcome to vote by proxy and proxies may be granted for each individual case that is discussed. Proxyformsareenclosedwiththenoticeandmayalso be used to provide instructions concerning votes associated with each item under discussion. the chairman of the board of directors will, if desired, be able to vote on behalf of shareholders as an authorised proxy. the board of directors feels that recommendations from the nomination committee should be voted on as a whole and not individually. this is because the committee’s recommendation for candidates for each position in the company’s bodies is based on the properties already represented in the board of directors by members not up for election. the nomination committee attempts to supplement these with members who hold the desired experience and expertise.

As a rule of thumb, the chairman, management, chairman of the nomination committee and the auditor will be present. In recent years the general meeting has been chaired by an independent chairperson. In 2012 the general meeting was held on 23 May and 31 percent of the total capital was represented. the minutes from the general meeting are made available on the company’s website as soon as possible and no later than 15 days after the general meeting is held.

7. Nomination committeeAt the ordinary general meeting on 31 March 2005, it was stipulated in the Articles of Association that Agasti Holding ASA shall have a nomination committee in accordance with the recommendations on corporate governance. In accordance with guidelines adopted by the general meeting, the nomination committee’s tasks include providing recommendations to the general meeting for the election of board members and remuneration of said members. the committee shall consist of three to five members each serving for two years. All members and the chairman of the committee will be elected by the general meeting. the general meeting determines the committee’s remuneration based on the nomination committee’s recommendations.



activities. the main tasks include participating in shaping the group’s strategy, as well as control and advisory tasks. Each year, the board prepares a plan for the coming year’s work, in which meeting dates and themes are set out. the board appoints the CEO.

rules of procedurethe board has developed rules of procedure for the board and the general management with emphasis on clear allocation of internal responsibilities and tasks.

Board committeesAgasti Holding ASA has two board committees, an audit committee and a remuneration committee. the tasks of the respective committees are listed below.

the duties of the audit committee:• Topreparetheboard’squalityassuranceof

the accounting and financial reporting• Toassessthecompany’smainaccounting

principles and analysis of entries• Tomonitorthesystemsforinternalcontroland

risk management and the company’s internal auditing, if such a role has been established

• Tomaintainongoingcontactwiththecompany’sselected auditor regarding auditing of the annual accounts

• Toreviewandmonitortheauditor’sindependence,cf. auditing legislation, including for services provided by the auditor or auditing company other than auditing, in order to ensure that there are no threats to the auditor’s independence

• Toreviewtheexternalauditor’splansandbudget• Thecommitteeshallassisttheboardinexercising

its control and management function, particularly in relation to ensuring that all activities at Agasti are carried out in accordance with applicable legislation, regulations and guidelines

• Toensurethatthecompanyestablishesandmaintains internal procedures and instructions in relation to applicable legislation and regulations and that these are communicated to employees

the audit committee consists of Merete Haugli, chairman,OlePeterLorentzenandErlingMeinich-Bache. the members of the audit committee are considered to be independent of the company.

the audit committee’s mandate satisfies the legal requirement for audit committees for listed companies.

independenceAgasti endeavours to ensure independence between shareholders, the board of directors and the company’s administration. No members of the Agasti Holding ASA board of directors are employees of the group. Of the six board members, four are independent of main shareholders. Board members are selected in accordance with the Norwegian act relating to public limited liability companiesfortwoyearsatatime.TheChiefExecutive Officer is not a member of the Board of Directors.

Board members’ shareholdingsAs of 31.12.12 the board members of Agasti Holding ASA have the following shareholdings in the company: Stein Aukner, deputy chairman, owns 137,500 shares privately and through the company Invest-ManAS.OlePeterLorentzenowns22,170,950sharesthroughthecompaniesLudvigLorentzenASand Extellus AS. Board members are encouraged to own shares in the company.

selection of the board of directorsthe members of the board of directors and its chairman are elected at the general meeting. the nomination committee prepares a recommendation of board members prior to the election. the recommendation is usually issued to shareholders together with the notice of the general meeting. the composition of the board of directors is decided by simple majority vote. For the election of new board members, the suggestions for the board’s composition take into account conditions set out in the code of practice with regard to independence from the management. this means that the majority of the shareholder-elected members who are selected must be independent of the company’s general management and significant business connections. At least two of the shareholder-elected members should be independent of the main shareholders and representatives of the general management should not be members of the board. Suggestions for the composition of the board will also emphasise diversity, the ability to collaborate and a balanced gender representation.

9. The work of the board of directorsthe duties of the board of directorsthe board has the overall responsibility for the management of the group and for overseeing general management and the group’s business



Financial reportingIn addition to board meetings, the board receives monthly management reports, which also describe the company’s financial and economic status.

11. The board of directors’ remunerationthe board of director’s remuneration is decided upon at the general meeting and is in accordance with the board’s responsibilities, expertise and time spent. In 2012, remuneration paid to the board was NOK 300,000 for the chairman of the board and NOK 200,000 for other members. the chairman and members of the audit committee also received an additional NOK 110,000 and NOK 70,000 respectively. Members of the remuneration committee also received NOK 20,000 each. the chairman of the nomination committee was paid NOK 30,000 and other members NOK 20,000 each.

this remuneration is fixed and is in no way dependent upon results.

12. Remuneration to employees in leading positionsTheCEO’sremunerationisdeterminedbytheboardof directors. the board also sets guidelines for remuneration of other employees in leading positions, including fixed salaries and the principles for and scope of bonus schemes. these guidelines are presented at the general meeting.

the guidelines for remuneration of employees in leading positions are described in detail in the notes to the annual report.

13. Information and communicationAgasti Holding ASA aims to carry out accounting and financial reporting that is trusted by the financial market. Emphasis is placed on information being equal and synchronous. Effective communication with the financial market is ensured through all significant new information being sent as stock exchange announcements in accordance with applicable regulations, including the company’s financial calendar with dates for the publication of interim reports, general meeting and any dividend payments.

the duties of the remuneration committee:• Toprepareallcasesregardingtheremuneration

scheme which must be determined by the board of directors in the securities companies

• TodetermineremunerationfortheCEO• Todeterminethesalarylevelsandprinciples

for and scope of bonus schemes• Othersignificantpersonnel-relatedissues

for employees in senior positions

Agasti Holding ASA has been given permission by the Financial Supervisory Authority of Norway to have a common remuneration committee for the group and as such there is no requirement regarding separate remuneration committees in the securities companies.

the remuneration committee consists of Stein Aukner, chairman, Merete Haugli and Sissel Knutsen Hegdal. All members are considered to be independent of employees in leading positions.

the board’s self-assessmentthe board carries out an annual self-assessment of its operations and expertise, which includes an analysis of the board’s composition and how members function both individually and as a group in relation to the goals that have been set.

10. Risk management and internal controlthe group does not have a dedicated internal audit department. However, there are comprehensive rules established concerning internal control as part of internal quality controls, internal and external accountingandfinancialmanagement.PwC was engaged as internal auditor by Acta Asset Management AS, Navigea Securities AS and Navexa Securities AB in 2012 in accordance with the regulations regarding internal control. the group has developed sound routines and procedures for ongoing internal control. this, in addition to the audit committee, contributes to suitable control of the group’s accounting and financial reporting, as well as monitoring of the company’s internal control.

the board carries out an annual review of the company’s most important risk areas and internal controlwithinthegroup.Pleasealsorefertothespecific point in the annual report where risk managementandinternalcontrol(linktothis)arediscussed in more detail.



In the event of a takeover situation, the board will assess whether to obtain a valuation from an independent expert.

transactions that, in effect, constitute a sale of the company, will where possible be presented at the general meeting for a final decision.

15. Auditorthe external auditor submits a plan to the board annually, in which the main features of the planned audit are described. the external auditor participates in the board meeting that deal with annual accounts, as well as other board meetings or audit committee meetings at which significant decisions in relation to accounting or internal control are to be made, along with any other meetings in accordance with the board’s wishes. Both the internal and the external auditor participate in two audit committee meetings per year. the auditors shall, on an annual basis, explain the work carried out in the previous financial year includingparticular circumstances that have been subject to attention or discussion with management, as well as the organisation and implementation of internal control in the operational subsidiaries. together with the audit committee, the internal auditor reviews the conditions regarding risk management and internal control within the group. Both the external and internal auditor can meet with the board without the general management being present, if there is a need for this.

the external auditor is engaged on the basis of the ordinary conditions for each company in the group. the external auditor carries out limited tasks for the group beyond auditing and assistance with the preparation and reporting of tax accounts. Fees for auditing and consultancy services are explained in the notes to the annual accounts and are also stated in the documentation for the general meeting.

Agasti works to ensure open and active communication with the financial market. Open investor presentations are arranged in connection with annual and quarterly results. the company’s quarterly and biannual presentations are transmitted live on the internet and are also available onthecompany’swebsiteunderInvestorRelations.Agasti Holding ASA has applied for and been granted dispensation from the language requirements specified in the legislation on securities trading. Interim reports are therefore published in English only. the company has placed emphasis on further developing and improving the webpagesforInvestorRelationscontent.Thecompany complies with Oslo Stock Exchange’s recommendationsonreportingofIRinformation, in which, among other things, requirements are set out relating to the information which must be made available on companies’ websites. the need for further improvement of these pages is assessed on a continuous basis.

Thegroup’sInvestorRelationsdepartmentisinregular contact with shareholders, investors, analysts and the financial market in general.

Shareholders, investors, brokers, analysts and other parties with an interest in Agasti shares are encouragedtocontactthecompany’sIRdepartment.Contactinformationiseasilyaccessibleon the company’s website.

14. Corporate takeoverIn the event of any takeover bids, the board and management of Agasti have an independent responsibility to ensure that the shareholders in Agasti are treated equally. the board has particular responsibility for ensuring that shareholders have sufficient information to be able to consider the offer. the board endorses the code of practice’s condition that the board cannot try to prevent or impede an offer regarding the company’s business or shares, and will adhere to this. No significant share issuance authorisations exist beyond that which is accounted for here, or other possible measures that can be used to impede or prevent any offer on the company’s shares. In the event of an offer for the company’s shares, the board will provide a statement with an assessment of the offer and a recommendation to the company’s shareholders. If the board is not able to make a recommendation, the reason for this will be given.



the Agasti Groupthe Agasti Group consists of the parent company Agasti Holding ASA and the wholly owned subsidiaries Navigea Securities AS, NavexaSecuritiesAB,AgastiCapitalMarketsAS,ObligoInvestmentManagement AS, Agasti Business Services AS, including the company’s Swedish branch, Acta Asset Management AS and Acta Kapitalforvaltning AS, including Acta Kapitalforvaltning AS’ Swedish branchActaKapitalförvaltning.

overview of activities and where the Group operatesthe Agasti Group is a leading player within the fields of investment advice and management of alternative investments as well as an advisor and facilitator of capital market services for wealthy individuals, companies and institutional investors.

the Group was established in 1990, and the holding company, Agasti Holding ASA, has been listed on the Oslo Stock Exchange since 2001. the Group has activities in Norway and Sweden, as well as in the USA via a strategic alliance with the Wunderlich Investment Company.InSeptember2012,theholdingcompanychangeditsname to Agasti Holding ASA at the same time as the head office moved from Stavanger to Oslo.

In addition to being a major distributor of selected equity and fixed income funds, the Agasti Group has established one of the most experienced teams in the market with regard to real estate, private equity and shipping and, through strategic collaboration with the Wunderlich energy team in Houston, also within energy and oil services. this has been achieved by bringing together dedicated

tHe AgAsti group And AgAsti Holding AsA - directors’ report

Directors’ report

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people with international investment banking experience from renowned financial institutions in Norway and abroad, whilst at the same time further developing close collaboration with Wunderlich Securities in the USA. the Agasti Group continues to be a leading provider of investment advice and wealth management – represented by Navigea Securities in Norway and its Swedish branch, as well as Navexa Securities in Sweden. the Agasti Group has, however, changed the focus of the overall business and has taken a position in which it now represents the entire industry line – from investment advice/wealth management, through to facilitation and advice associated with project financing and capital market transactions for industry, as well as offering a complete management service for all the direct investments customers have made through the Agasti Group. Operations, requiring licences from the authorities are carried out by the companies Navigea Securities AS, Navexa Securities AB and Acta Asset Management. the Agasti Group does not carry out research and development activities.

Agasti’s vision is “We create opportunities”. the vision has clear ambition and indicates a clear direction. the vision invokes a sense of community and has been a guiding principle in selecting our values. the group’s objective with its vision and values is that taken together, they will inspire and influence employee attitudes and contribute to decision-making processes.

Going concern assumptionIn accordance with Section § 3-3 of the Norwegian Accounting Act, it is hereby confirmed that the accounts have been prepared on the basis of a going concern assumption.

Corporate governanceAgasti Holding ASA has one share class, in which each share entitles the holder to one vote at the company’s general meeting.

During 2012, the Board of Directors of Agasti Holding ASA has not used the authorisation granted at the general meeting of 23 May 2012 to issue new shares and to purchase the company’s own shares. In 2012, the Board of Directors of Agasti Holding ASA adopted a new incentive scheme for selected managers in the group. the scheme is part of a long-term incentive scheme for Agasti managers, which will contribute to creating positive results and attracting new employees as well as retaining existing employees. At the time of the approval

of the annual accounts, a total of 10,736 million stock options are outstanding, of which employees in leading positions hold 6,911 million stock options. the allocation is in accordance with the authorisa-tion granted by the annual general meetings on 6 May 2009, 11 May 2010, 25 May 2011 and 23 May 2012.

All subsidiaries are wholly owned and as such there are no conflicts of interest with any minority shareholders. In August 2012 the Group entered into an exclusive strategic alliance with Wunderlich InvestmentCompany,Inc.,inwhichtheCEO of Agasti Holding ASA, Alfred Ydstebø, has a controlling interest. In order to strengthen the alliance, USD 2.5 million was invested in the form of a convertible bond. In February 2013, through its whollyownedsubsidiaryAgastiCapitalMarketsAS,Agasti Holding ASA acquired 100 percent of the shares in Wunderlich Securities AS. An agreement to purchase the first 50 percent was entered into in August 2012. this company was also controlled by Alfred Ydstebø. Beyond this, there have been no material transactions between the company and shareholders, the Board of Directors or management.Potentialconflictsofinterestbetweenthe Board of Directors and these groups are dealt with by the Board of Directors and the Board of Directors has been committed to following the rules on impartiality and good corporate governance.

the Board of Directors of Agasti Holding ASA complieswiththecurrentNorwegianCodeofPracticeforCorporateGovernanceatanygiventime. the Board of Directors has provided an accountofCorporateGovernanceintheAgastiGroup in a separate chapter of the annual report. this account is also available at www.agasti.no.

the Accounting Act section 33b, subsection 2 (statement on corporate governance)the statement on corporate governance also explains how the Accounting Act Section 3-3b, Subsection 2 is covered in the Agasti Group.

Information on working environment, equal opportunities and impact on the external environmentAt the end of 2012, the Group had 213 employees, of whom 205 worked full-time. At the end of the year, 141 were employed in the Norwegian operations and 72 in the Swedish operations. A total of seven persons were employed in substitute and temporary positions. Agasti Holding ASA had four employees at the end of the year.

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equal salary principle, which states that there shall be equal basic pay for equal work. However, men have a higher average salary than women, since the majority of management employees are men, and advisors have a higher salary level on average than positions within staffing and support functions. Of the Group’s 213 full-time employees, 116 were women and 152 were men. the company actively seeks women to take leading positions, including positions on the Board of Directors. At the end of 2012 the company’s Board of Directors consisted ofthreewomen,includingtheChairmanoftheBoardandthreemen,includingtheViceChairmanof the Board.

In 2012 the Group carried out a comprehensive cost reduction programme, which led to a 20 percent reduction in the number of employees. In Sweden, four offices closed. In Norway, all advisory services were transferred from Acta Asset Management AS to Navigea Securities AS. the investment management unit underwent a demerger from Navigea Securities AS to Obligo Investment Management AS. In addition, during the first quarter of 2013 three business transfers were carried out in order to continue the work on further streamlining the business areas; respectively, that corporate finance and the broker desk in Navigea Securities AS aretransferredtoAgastiWunderlichCapitalMarketsAS,thatCustodianServicesinActaAssetManagement AS are transferred to Navigea Securities AS, and that, in Sweden, we carry out a streamlining of insurance brokerage and customer services in Navexa Securities AB – whilst Investment Advisory Services are about to be transferred to Navigea Securities AS’ Swedish branch.

Comments on the annual accountsIntheviewoftheBoardofDirectorsandChiefExecutive Officer, the consolidated income statement, the consolidated balance sheet, the consolidated statement of changes in equity and the consolidated cash flow statement, and the notes attached for the Group and the company income statement, the company balance sheet and the company cash flow statement with attached notes for Agasti Holding ASA, provide a full and fair account of the operations for the year and the financial position of the Group at the end of the year. No conditions have occurred after the end of the financial year that affect this assessment of the Group or company’s results and financial position that are not presented in the Director’s report or the annual accounts.

the Board of Directors regards the working environment in Agasti as good. the Agasti Group is characterised by highly qualified employees with a positive attitude and low sickness absenteeism. Sickness absenteeism for the financial year totalled 10,624 hours, which corresponds to approximately 2.2 percent of the total working hours, compared with 2.7 percent in 2011. Agasti has not had any reported injuries, property damage or accidents of any significance in 2012. the nature of the Group’s activities is such that they have a very minor direct impact on the external environment.

Agasti has the goal of ensuring diversity in the Group, and shall recruit, develop and maintain the best employees, independent of gender, age, ethnicity or reduced functional ability. In certain job categories, the Agasti Group currently has a relatively uniformly composed group of employees. Agasti shall ensure diversity through steered recruitment processes, where priority is placed on professional qualifications and competencies for the given role, as well as greater variation in the Group’s diversity. this will be an ongoing activity associated with the Agasti Group’s recruitment processes. Individual departments have challenges in ensuring diversity among the qualified candidates. this is especially evident in administrative job categories in staffing and support functions. Here, the work to increase diversity will continue.

Centralprocesseslinkedtothepaymentofsalaries,working conditions and personnel policy have been established. these are intended to ensure that employees can maintain a balance between their career and family life, and safeguard employees against harassment and discrimination. Agasti carries out annual employee surveys to identify challenges linked to employee satisfaction and personnel management, and the results for 2012 showed a marked improvement from 2011 despite the major changes the organisation has been through.

the Board of Directors and management of Agasti place emphasis on equal opportunities between the genders and endeavour to facilitate this through its personnel policy in terms of salary, promotion and recruitment. However, Agasti has a clear gender division where men form the majority within management positions and positions within advisory services. Women have a similarly dominant position within staffing and support functions. Agasti has an

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the Agasti Group has a strong focus on building long-term recurring revenues, making the business model very robust. In 2012, recurring revenues covered 93 percent of the fixed and activity-based costscomparedwith78percentin2011.AgastiHolding ASA does not have external operational activities of its own and only had revenues of NOK 13 million from internal service provision in the Group.

earningsthe Agasti Group’s operating income ended at NOK –56 million in 2012, compared with NOK -71 million in 2011. the result after tax was NOK -54 million. the equivalent figures for 2011 were NOK -72 million. the improvement in the result was primarily due to a sharp reduction in the Group’s operating costs, partially offset by lower operating revenues. the operating expenses are affected by significant provisions made in connection with the restructur-ing of the Agasti Group. In 2012, variable and activity basedcostsendedatNOK38millionandNOK88million respectively, which is a total reduction of NOK 105 million compared with the corresponding figures for 2011. Fixed contractual costs ended at NOK 272 million in 2011, which is a reduction of NOK 29 million compared with 2011.

the reduction in the Group’s costs is a result of the cost reduction programme which was introduced in February 2012 and gained full effect from the third quarter of the same year.

the Group’s tax expenses for the year are six million NOK compared with four million NOK in 2011. Effective tax rate is 10.2 percent for 2012. the equivalent figure for 2011 was –5.5 percent.

the parent company, Agasti Holding ASA had operatingearningsofNOK–8million,comparedwith NOK –11 million the year before. the company had a net income of NOK –32 million compared with NOK–89milliontheyearbefore.Thenetincomeincludes Group contributions received from the operational subsidiaries of NOK 22 million, affected by the write-down of shares in subsidiaries at a total of NOK 44 million.

TheBoardofDirectorsandChiefExecutiveOfficerexpect that the Group’s strong focus on cost control combined with various strategic initiatives will improve results in the future.

Revenuesthe Group’s revenues totalled NOK 366 million in2012,comparedwith489millionin2011.Thereduction in relation to last year is mainly due to a significant reorganisation of the Group’s business model following the decision of the Financial Supervisory Authority of Norway to revoke Acta Asset Management AS’ licences to operate investment services.

transaction revenues ended at NOK 29 million. the equivalent figures for 2011 were 130 million. the downturn in relation to 2011 was partly due to lower gross subscriptions for the Group’s savings and investment products, which decreased from NOK 3,434millionin2011toNOK1,681millionin2012.Thesubscription volume was again negatively impacted as for large parts of the year, the Group’s investment advisors were busy informing customers about the opportunities and benefits of entering into customer agreements with Navigea Securities AS, following the decision of the Financial Supervisory Authority of Norway to revoke Acta Asset Management AS’ licences. transaction revenues are, and will continue to be affected by the fact that a majority of the Group’s clients within the Wealth Management segment have chosen to hold their investments with the Agasti Group through advisory accounts, and are therefore only charged a fee based on their equity under management.

ClientequityundermanagementhavefallenfromNOK 27 billion at the beginning of the year to NOK 24 billion as at 31 December 2012. the reduction is primarily due to the fact that several of the Group’s Wealth Management clients have chosen to end their client relationships following the decision of the Financial Supervisory Authority of Norway to revoke Acta Asset Management AS’ licences. the largest and most satisfied clients, representing over 90 percent of the equity under management, have throughout the year chosen to enter into new client agreements with Navigea Securities AS.

RecurringrevenuesendedatNOK337millionin2012, which is a reduction of NOK 22 million from NOK 359 million in 2011. the reduction in recurring revenues throughout the year is a result of the fact that client funds under management have been reduced from NOK 27 billion to NOK 24 billion and that the price is set down on Advisor accounts.

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under management chose to continue their client relationship with the Agasti Group. Many of the Group’s smaller clients chose to leave Agasti to the benefit of market participants that specialise within this client segment.

throughout the year, the Agasti Group has maintained its strong position within the market for savings and investment solutions. the Group has a well-established distribution apparatus in both Norway and Sweden consisting of advisory offices, in addition to investment centres for order processing, investment brokerage and customer service. At year-end, the Agasti Group had 43,000 clients in Norway and Sweden within this segment.

the Agasti Group’s business model within Wealth Management involves focusing on offering an increased level of service to the largest clients, while smaller clients will be offered adequate and efficient service through investment centres.

the operating revenues in the segment totalled NOK 267 million in 2012. the equivalent figure for 2011 was NOK 333 million. the year’s operating income totalled NOK -59 million compared with NOK -67 millionin2011.TheimprovementofNOK8millionwas due to a reduction in operating expenses, which partially made up for a reduction in transaction revenues and recurring revenues.

the Agasti Group’s clients within Wealth Management have the opportunity to choose to hold their investments in Advisor accounts or Order accounts. Advisor account, with only fixed fees based on customer equity invested through the Agasti Group, is an alternative to the traditional transaction-based fee structure. At the end of December2012,around8,000clientshadapproximately NOK 9 billion invested through Advisor accounts.

Gross subscriptions in savings and investment products offered by the Agasti Group ended at NOK 1,681million,whichisNOK1,753lowerthanin2011.Since a significant proportion of clients’ investments are held in different variants of the Advisor account, and that here clients do not pay transaction fees, revenues in the short term will be affected by new sales to a lesser extent. Subscriptions to new investments are however important, since the Group will, in virtually all new sales, be entitled to receive recurring revenues on the investments in the future.

Balance sheetthe Group’s total capital at the end of 2012 was NOK 339 million compared with NOK 490 million at the end of 2011. the change reflects the Group’s earnings and equity, reduction in current liabilities, as well as a reduction in the Group’s provisions as commented on earlier in the report. the consolidated equity in Agasti at the end of the yearwasNOK184million,whichrepresentsanequity ratio of 54.5 percent. the equivalent figures for2011wereNOK235millionand48.0percentrespectively.

Cash flow and liquidityIn 2012 the Group had a negative cash flow from operational activities of NOK 142 million. the discrepancy between the operating income and cash flow can mainly be ascribed to kickbacks paid to clients, as well as the cash effect of actual restructuring costs, compensation to clients and otherprovisionsfrom2011.Cashflowfrominvestingactivities was negative at NOK 49 million, from investing in fixed assets, as well as investing in financialassets.Cashflowfrominvestmentactivitieswas nil. liquidity at the start of the year was good, and is still satisfactory at year-end. Net liquid funds for the Group at the end of 2012 are NOK 114 million. In addition, the Group had unused overdraft entitlements totalling NOK 9 million. the Group expects a continued acceptable liquidity situation in 2013.

segment informationthroughout the entire year, the Agasti Group has reported on the Wealth Management, Markets and Other segments.

Wealth Managementthis segment includes the Group’s investment advisory activities and brokerage activities in addition to corresponding support functions.

throughout 2012, Acta Asset Management AS, Navexa Securities AB and Navigea Securities AS have been responsible for the Group’s operations linked to investment advisory and brokerage services. As a result of the Financial Supervisory Authority of Norway’s decision to revoke Acta Asset Management AS’ licences to continue its operations, all clients were contacted and offered the opportunity to enter into a new client agreement with associated company Navigea Securities AS. Clientsrepresentingover90percentoftheequity

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otherUnder the Other activities segment, Group administration and Group internal administrative services within finance and economy, personnel, It, communications and markets are reported on, in addition to costs relating to the operation of Acta Kapitalforvaltning AS. A significant proportion of the It operations is contracted out to external partners. Other normally has no external income, but covers costs through providing services to other segments through internal service agree-ments, entered into under arm’s length conditions.

the total operating income for the segment was NOK-28million,comparedwithNOK-109millionthe previous year. the major improvement from the previous year can mainly be explained by the fact that 2011 figures were heavily influenced by non-recurring items, provisions and write-downs mainly related to strategic projects and increased provisions at year-end in order to be able to meet potential future claims from clients. Regulatory and legal mattersAs previously mentioned, in April 2012 the Financial Supervisory Authority of Norway decided to revoke the subsidiary, Acta Asset Management AS’ licences to operate investment services. the Board of Directors of Acta Asset Management AS disagrees with the decision and has therefore appealed the decision to the Norwegian Ministry of Finance.

Just under 450 dissatisfied investors, who during the years 2006 and 2007 invested in bonds issued by lehman Brothers, and which were distributed by Acta Kapitalforvaltning AS, a subsidiary of Agasti Holding ASA, have brought legal action against Acta Kapitalforvaltning AS.

the investors dispute the obligation to repay the loans to the bank, and have also turned to Acta Kapitalforvaltning AS as advisor to claim coverage for any loan that is not covered by the bank, and in certain cases, lost equity. Acta Kapitalforvaltning AS considers the risk linked to these actions to be relatively limited, since the company is only responsible for the advisory service, and this is provided on an individual basis. this assessment is also supported by the Swedish National Board for ConsumerComplaints(ARN),whichinMarch2010reached the principle decision that Acta Kapital-forvaltning AS is not liable towards investors due

Marketsthis segment includes the Group’s activities within CapitalMarketsandInvestmentManagement.

the companies Navigea Securities AS, Agasti CapitalMarketsASandObligoInvestmentManagement have had responsibility for the Group’s operations within Markets in 2012.

From the fourth quarter of 2012 all activities relating to Investment Management in the Group will be conducted out by the company Obligo Investment Management AS. this company focuses solely on investment management, investor relations and business operations, in order to secure and improve the cash flow to both the Group’s clients and the Group. Obligo Investment Management AS has strengthened its team of employees considerably during the latter half of 2012, and has strong ambitions to take on more investment mandates, both internal and external.

With effect from January 2013, Obligo Investment Management AS has taken over the management of all structures that clients of the Agasti Group have invested in within real estate, shipping, private equity, infrastructure and renewable energy. these transactions have strengthened the Group considerably with increased annual recurring revenues of approximately 10 percent in 2013.

InAugust2012,AgastiCapitalMarketsenteredintoan agreement to purchase 50 percent of Wunderlich Securities AS, with the purchase of the remaining 50 percent in February 2013. Wunderlich Securities AS, nowcalledAgastiWunderlichCapitalMarketsAS,has a solid position within the real estate, energy and private equity sectors. these are business areas and areas of expertise that fit very well into the Agasti Group’s strategic business model.

Operational revenues was NOK 99 million in 2012 compared with NOK 156 million in 2011. the operating income ended at NOK 31 million, compared with 105 million in 2011.

Activities in the Markets segment will be further developed in the times ahead, and therefore be well equipped to take on new responsibilities within product development, administration of investment portfolios and corporate finance in the future.

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with the decision made by the Swedish FSA and has therefore appealed the decision. An acquisition of H&PFondförvaltningABisnotessentialforthedevelopment of our Swedish operations.

Capital adequacy requirementsAgasti Holding ASA is subject to capital adequacy requirements on a consolidated basis, cf. the SecuritiesTradingAct§8-12.Consolidatedrequirements for subordinated capital as at 31 December 2012 are estimated based on the highest of the requirements for securities companies, plus cover for credit risk calculated based on the Group’s combined assets. Net equity and subordinated capital is estimated as NOK 91 million and shows asurplusofNOK38millionwithregardtotheauthorities’requirementsof8percentofthecalculation basis.

As previously reported, Acta Asset Management AS has received a letter from the Financial Supervisory Authority of Norway revoking the company’s licences. the Board of Directors of Acta Asset Management AS has appealed the decision. the Group’s consolidated requirement for subordinated capital will to a certain extent be affected by the final outcome of this case.

On the basis of the rules on major interests derived from subordinated capital, restrictions exist regarding the opportunity to transfer funds between companies in the Group.

Risk assessmentthe Board of Directors has carried out a review of the risk management in the Agasti Group. the Board ofDirectorsandCEOconsiderthemostsignificantrisks for the Agasti Group’s operations to be a possible failure in the advisory processes where recommended investment solutions do not match the requirements and suitability of the client. Productselectionprocesseswherethereisthepossibility of a failure in the quality control of fund managers will also represent a risk for the Group. An increase in the number of client complaints in general and particularly the legal processes regarding products containing bonds issued by lehman Brothers is also one of the most significant risk factors for the Group. the total number of complaints about the advice that have been made since the introduction of new and stricter requirements for the advisory process is extremely low. the majority of the complaints that the Group has received date from the period before the MiFID directive came into force in November 2007.

to inexpedient advice in connection with the bankruptcy of lehman Brothers. Acta Kapital-forvaltning AS expects that the court will come to thesameconclusionastheARN.Thelegalactionsthat have now been brought against Acta Kapital-forvaltning AS do however, involve a certain level of risk, both economically and in terms of reputation, since the company may be responsible for errors or omissions in the advice in certain cases, something whichtheARNhasalsomaintained.Economically,the maximum exposure is estimated to be around SEK168millionprovidedthatalltheplaintiffswintheir claims, and that lost equity must also be compensated. Any legal costs and accrued interest will be in addition. Acta Kapitalforvaltning AS disputestheclaims.Regardingreputationaldamage,much of this has already occurred, in that the case hascirculatedinthemediasinceSeptember2008.

In January 2009, the Norwegian Financial Services ComplaintsBoard(Finansklagenemnda)announcedits ruling on a complaint against a major Norwegian bank’s sale of two leveraged structured products. the Board’s decision was not unanimous. three of the five members voted in favour of the complain-ant. Immediately after the verdict was announced, the bank stated that it would comply with the decision of the Board. In the winter, the Norwegian SupremeCourttookupthematterandadecision is expected to be announced in the spring. Acta Kapitalforvaltning AS notes that the matter is related to two specific products from a particular bank. Acta Kapitalforvaltning AS deems that a comparison with all structured products is not justified. Acta Kapitalforvaltning AS believes that the risk of a group action lawsuit from customers who have chosen to invest in similar products distributed by the company and which may result in major losses are relatively limited. Unlike the bank, which has been the customer’s financial advisor, lender, producer and organiser, Acta Kapital-forvaltning AS has only been responsible for financial advice in relation to its customers. Acta Kapital forvaltning AS admits liability for the advice given. the risk of a group action is also considered to be relatively limited because of the fact that all advice is given on an individual basis.

In August 2012 Agasti Holding ASA acquired the Swedish provider of savings and investment services,H&PFondförvaltningAB.Theacquisitionwas subject to approval from the Swedish Financial Supervisory Authority. the Swedish FSA has now declinedAgastiHolding’sapplicationtoacquireH&PFondförvaltningAB.AgastiHoldingASAdisagrees

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and interest markets, the Board has assessed the currency risk as moderate, and has no plans regarding currency hedging at the present time.

As at 31.12.12, Agasti Holding ASA had outstanding guaranteesforaroundNOK8million,inadditiontounconditional guarantees for individual tenancy agreements entered into by the subsidiaries. the rental guarantees have a remaining duration of between one to five years. Outstanding guarantees beyond unconditional guarantees for tenancy agreements are related to an unconditional loan guarantee for 50% of a loan with a nominal value of NOK 15 million provided by a third party. On 31 December 2012, the remaining loan constituted NOK16.8million,includingaccruedinterest.Basedon an overall assessment, Agasti Holding ASA has allocated NOK 5.1 million to cover any losses resulting from the guarantee. the provision is equivalent to 60 percent of the expected payment under the guarantee.

the risk that a customer or other counterparty does not have the economic ability to fulfil their obligations is regarded as relatively low. the total receivables and accrued income constitutes NOK 56 million as at 31.12.12. Historically, losses on receivables have been low.

events after balance sheet dateViaitswhollyownedsubsidiary,ObligoInvestmentManagement AS, Agasti Holding ASA has taken over the management of all structures that clients of the Agasti Group have invested in within private equity, infrastructure and renewable energy. In November 2012, with effect from January 2013, an agreementwasenteredintowithABGSundalCollierNorge ASA on the management of all our clients’ investments within property and shipping. the latter also included a buyout of the companies ABG SundalCollierRealEstateASandABGSundalCollierRealEstateInc.

In January 2013, the Swedish FSA informed Agasti Holding ASA that the company’s application to acquire the Swedish provider of savings and investmentservices,H&PFondförvaltningAB, was denied. Agasti Holding ASA has appealed the decision.

strategic riskA decline in the demand for products offered by the Agasti Group represents a strategic risk factor for the Group. the same is true of a decline in revenues in the form of lower margins than desired. the Agasti Group has implemented action plans to counteract the negative effects of these risks. Furthermore, the failure of the business model itself, whereby financial profits are not achieved, is a risk that must be classified as strategic. the failure of routines and other conditions of a serious nature at our most important business partners, as well as the risk that the Agasti Group is unable to comply with the regulatory requirements that apply to the Group at any given time, will also be important strategic risk factors. the Agasti Group has detailed these risks in an analysis and implemented measures. the Group considers the strategic risk factors to be manageable.

operational riskFailures in the most central processes in the Group represent an operational risk. Errors in the advice we give to clients, transaction errors, products that do not perform as expected as well as errors and failures in computer systems used in the Group are all examples of operational risk. the Agasti Group and its subsidiaries have carried out these risk assessments and implemented measures to ensure that this risk is as minimal as possible.

Financial riskthe Agasti Group has low exposure to financial instruments. the Group’s liquidity is held in the form of bank deposits and/or treasury bills with short terms and very low exchange rate risk. At the end of 2012, the Group has limited interest-bearing liabilities and therefore has relatively low interest rate risk related to borrowed capital.

the financial market risk is otherwise mainly limited to future income being affected by changes in market prices of the company’s products, as well as general market fluctuations. A persistent negative trend in the savings and investment market in general may result in dissatisfied customers because of poor returns on their invested capital. Such a development may result in a risk of reduced business transactions with existing clients. Future portfolio income will vary with fluctuations in market prices of the client portfolios being managed. the currency risk in the Agasti Group is mainly linked to a significant part of the company’s business operations being located in Sweden. On the basis of the development and expectations in the currency

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the Agasti Group will continue to develop the InvestmentManagementandCapitalMarketsbusiness areas. Agasti will actively use the strategic alliancewithWunderlichInvestmentCompany,Inc.in the USA to attract new business, both in the Nordic market and the US market.

the strengthening of the Markets segment, combined with further development of the Wealth Management segment, will also increase the Agasti Group’s competitive edge as a full service provider of financial investment services with top-level exper-tise at every stage of the value chain.

TheBoardofDirectorsandtheCEOexpectagoodlong-term market for savings and investment solutions offered by companies in the Agasti Group. As one of the dominating market participants in Scandinavia, and with Europe’s most attractive clients in our catchment area, we have a solid basis for profitable operation both in the medium and long-term.

Profitabilitythere is a healthy cost control across the entire Group, and the Board will continue to focus on this in the future. As the situation looks today, combined with strategic initiatives within Investment ManagementandCapitalMarkets,thiswillensureprofitable operations in 2013.

Statements relating to assessments of future conditions will always be associated with a significant degree of uncertainty and risk. All statements, excluding those of a historical nature, must therefore not be understood as any form of guarantee or security regarding future develop-ment.

Dividendsthe Board of Directors of Agasti Holding ASA has proposed that dividends shall not be paid for the financial year 2012.

In February 2013, through its wholly owned subsidiaryAgastiCapitalMarketsAS,AgastiHolding ASA acquired 100 percent of the shares in Wunderlich Securities AS. An agreement was reached on acquisition of the first 50 percent inAugust2012.Partsofthesettlementwereconducted through a private placement in which the sellers signed up for 3,500,00 shares at a rate of 1.20.

Future prospectsthe acquisition of the two investment management companiesfromABGSundalCollierNorgeASA,incombination with the takeover of certain investment management mandates from Swedbank First, makes the Agasti Group, through its subsidiary Obligo Investment Management AS, an even stronger player in the Nordic market for investment management services. With more than NOK 51 billion in equity and liabilities under management, of which the majority is in alternative investments, the Agasti Group has the best starting point from which to further consolidate its market position in these areas. the Agasti Group now has a robust and knowledge-driven management platform that will contribute to improving the cash flow from our clients’ alternative investments with the Group. Going forward, the ambition is to take on more mandates, both internal and external.

the acquisition of Wunderlich Securities AS, now AgastiWunderlichCapitalMarketsAS,combinedwith the strategic alliance with Wunderlich InvestmentCompany,Inc.intheUSA,meansthatthe Agasti Group possesses one of the industry’s most experienced and qualified teams within real estate, private equity, shipping and energy and oil services. Assets under management is estimated to increase by approximately NOK 1.2 billion due to this transaction.

the acquisition of the companies from ABG Sundal CollierNorgeASA,thetakeoverofinvestmentmanagement mandates from Swedbank First and the acquisition of Wunderlich Securities AS, are all in line with previously stated aims to strengthen the Group’s presence in the Investment Management andCapitalMarketsbusinessareas.Thesetransactions will contribute both in the short and long term, to considerably improving the Group’s competitive edge and offering to clients.



Distribution and transfers – Agasti Holding AsAthe Board of Directors proposes that the net incomeofNOK–31,875,000for2012shouldbedistributed as follows:

All amounts in thousands of NOK

transferred from other reserves 31875

Dividends 0

total transfers 31875

Asat31December2012,NOK87,496,000wasavailable as free capital in Agasti Holding ASA.

Oslo, 19 March 2013

Merete Haugli stein Aukner ole Peter LorentzenChairmanoftheBoard ViceChairmanoftheBoard BoardMember

Pia Gideon sissel Knutsen Hegdal erling MeinichBache Board Member Board Member Board Member

Alfred Ydstebø CEO


consolidAted stAteMent oF coMpreHensiVe incoMe - iFrs

AGAstI GRoUP stAteMent oF CoMPReHensIVe InCoMe IFRs As oF 31 DeCeMBeR 2012

All amounts in thousands of NOK Note 2012 2011

operating revenues 2 365 870 489 308

Wages and salaries 3 250 953 309 075

Depreciations 6,7 23 155 21 580

Write-downs 6,7 405 6 571

Other operating expenses 4 147 501 222 760

total operating expenses 422 014 559 986

operating earnings 56 144 70 678

Financial income 4 6 669 5 558

Financial expenses 4 10 545 3 151

net financial items 3 876 2 407

net income before taxes 60 020 68 270

Income taxes 14 -6 146 3 730

net InCoMe 53 874 72 000

other revenues and expenses

Currency translation differences 357 -483

total other revenues and expenses 357 483

CoMPReHensIVe InCoMe oF tHe YeAR 53 517 72 483

Earnings per share 9 -0.21 -0.28

Earnings per share - diluted 9 -0.21 -0.28

Effective tax rate 10.2% -5.5%


consolidAted stAteMent on FinAnciAl position - iFrs

AGAstI GRoUP stAteMent oF FInAnCIAL PosItIon (BALAnCe) IFRs As oF 31 DeCeMBeR 2012


Assets

noncurrent assets

Goodwill 6 8 823 8 823

Other intangible assets 6 34 814 35 044

Deferred tax assets 14 49 560 42 440

Fixed assets 7 7 701 16 358

Other financial assets 5 13 916 0

total assets 114 814 102 665

Current assets

Other financial assets 12 32 192 16 117

Current receivables 11 56 355 66 446

Bank deposits 5 135 150 304 556

total current assets 223 697 387 119

totAL Assets 338 511 489 784

eQUItY AnD LIABILItIes

equity

Share capital 9 46 356 46 356

Share premium reserve 27 786 27 786

Other paid-in equity 14 953 12 234

total paidin equity 89 095 86 376

Other equity 95 237 148 755

total retained earnings 95 237 148 755

total equity 184 332 235 131

Liabilities

Accounts payable 5 6 988 16 087

Liabilities to credit institutions 18 20 840 0

Tax payable 14 0 26 344

Taxes and public fees payable 17 616 16 578

Provisions and other current liabilities 13 108 734 195 644

total current liabilities 154 178 254 653

total liabilities 154 178 254 653

totAL eQUItY AnD LIABILItIes 338 511 489 784

54.5% 48.0%


consolidAted stAteMent oF cHAnges in equitY - iFrs

AGAstI GRoUP stAteMent oF CHAnGes In eQUItY IFRs As oF 31 DeCeMBeR 2012

All amounts in thousands of NOKshare

capital

share premiumaccount

other paid in equity

Conversion difference 1)

Losses/other

equity

equitycapital

Balance as per 01 January 2011 46 356 27 786 6 581 5 796 241 297 327 816

Dividends -25 753 -25 753

Net income -72 000 -72 000

Conversion difference -483 -483

Profit for the year 0 0 0 483 97 753 98 236

Deposits from and payments to owners

Purchase of own shares -23 -338 -360

Sales of own shares 23 236 259

Stock option programme 5 653 5 653

Balance as per 31 December 2011 46 356 27 786 12 234 5 312 143 442 235 131

Balance as per 01 January 2012 46 356 27 786 12 234 5 312 143 442 235 131

Net income -53 874 -53 874

Conversion difference 357 357

Profit for the year 0 0 0 357 53 874 53 517

Deposits from and payments to owners

Stock option programme 2 719 2 719

Balance as per 31 December 2012 46 356 27 786 14 953 5 669 89 568 184 332

1) the translation difference is attributed to the translation of the assets and liabilities of Acta Kapitalforvaltning AS’ branch, Acta Finans AB, Acta Asset Management AS and Navigea Securities AS’ operations in Sweden from SEK to NOK.


consolidAted stAteMent oF cAsH FloW - iFrs

AGAstI GRoUPstAteMent oF CAsH FLoW IFRs As oF 31 DeCeMBeR 2012

All amounts in thousands of NOK note 2012 2011

oPeRAtInG ACtIVItIes

Net income before tax expenses -60 020 -68 270

Taxes paid in reporting period -26 344 -8 622

Depreciations/Write-downs 6,7 23 560 28 151

Write-downs of financial assets 12 3 350 0

Stock options charged against income 3 2 719 5 653

Change in current receivables 10 091 34 070

Change in accounts payable -9 099 4 532

Change in other accruals -85 943 119 122

net cash flow from operating activities 141 687 114 636

InVestInG ACtIVItIes

Payments for acquisition of fixed assets 6,7 -14 673 -14 451

Payments in connection with investment in convertible bonds 5 -14 461 0

Payments for acquisition of other financial assets 12 -19 425 -14 936

net cash flow from investing activities 48 559 29 386

FInAnCInG ACtIVItIes

Payment of dividends 10 0 -25 753

Purchase of own shares 0 -360

Sales of own shares 0 259

net cash flow from financing activities 0 25 855

Net change in bank deposits, short-term investments, etc. -190 246 59 394

Bank deposits, short-term investments, etc. as per 01.01. 304 556 245 162

Bank deposits, shortterm investments,bank overdrafts etc. as per 31.12. 114 310 304 556

Unused overdraft facilities 9 160 60 000

Bank deposits and investments 135 150 304 556

Overdraft facilities -20 840 0

net bank deposits, bank overdrafts etc. as per 31.12.12 114 310 304 556


contents - notes on tHe consolidAted Accounts - iFrs

Contents notes GRoUPNote 1 Accounting principles 59

Note 2 Segment information 65

Note 3 Salary costs, total employees, remuneration, loans to employees, etc 67

Note 4 Combined items in the income statement 71

Note 5 Financial instruments 71

Note 6 Goodwill and other intangible assets 73

Note 7 Fixed assets 74

Note 8 Shares in subsidiaries 75

Note 9 Share capital and shareholder information 76

Note 10 Dividends 78

Note 11 Current receivables 78

Note 12 Financial assets – Marketable securities 78

Note 13 Provisions and other current liabilities 78

Note 14 Income taxes 80

Note 15 Related parties 81

Note 16 Financial risk 82

Note 17 Subordinated capital – Agasti Group 83

Note 18 Assets pledged as collateral and guarantees 83

Note 19 Exit liability for long-term unit-linked savings schemes in Sweden 84

Note 20 Events after balance sheet date 84


notes on tHe consolidAted Accounts

notes on tHe ConsoLIDAteD ACCoUnts

Note 1 Accounting principles

1.1 Basis for preparation of consolidated accountsthe consolidated accounts are presented in accordancewithInternationalFinancialReportingStandards(IFRS)andinterpretationsfromtheInternationalAccountingStandardsBoard(IASB),which are approved by the EU as of 31 December 2012.

the annual accounts consist of the Agasti Group’s income statement, balance sheet, consolidated changes in equity, cash flow and notes. the annual accounts constitute a whole and are prepared using the historical cost principle, with the exception of financial instruments, which are entered at fair value through profit or loss and financial instruments avail-able for sale are entered at fair value.

the head office of Agasti Holding ASA has the addressP.O.Box1753Vika,0122Oslo,Norway. the annual accounts were submitted by the Board on 19 March 2013.

the accounting principles described below are used consistently for all the periods presented in the consolidated accounts.

1.2 Consolidation principlesthe consolidated accounts include the parent company Agasti Holding ASA and the companies that Agasti Holding ASA controls. Such control exists when the parent company has a decisive direct or indirect influence on the financial and operational management of the subsidiaries, and thereby benefits from their activities. In the assessment of control, the potential voting rights that may be immediately exercised or converted are taken into account.

the financial accounts of the subsidiaries are included in the consolidated accounts from the point at which control is achieved and until its cessation.Companiesthatareincludedintheconsolidationarelistedinnote8.Intercompanyaccounts and any unrealised gains and losses or revenue and expenses arising from transactions within the Group, are eliminated during the preparation of the consolidated accounts.

the consolidated accounts have been drawn up on the basis of uniform principles by applying the same accounting principles in the subsidiaries as in the parent company. Shares in subsidiaries are eliminated.

1.3 Critical accounting estimates and judgementsthe preparation of the consolidated accounts includes that the management makes estimates and judgements and assumptions that have an impact upon the effect of the application of the accounting principles. this will therefore affect the entered amounts for assets and liabilities, income and costs. Estimates and judgements are continually evaluated and are based on historical experience and various other factors, including expectations of future events, which are believed to be reasonable on the balance sheet date.

Changesinaccountingestimatesareenteredintheperiod in which the estimates are changed, and in all future periods that are affected.

share-based payment/share optionsWhen valuing options, there is uncertainty linked to the estimation of the assumption of risk free interest rate at the time of redemption. See Note 3.

estimated impairment of goodwillSee Note 6 for information about goodwill. Goodwill constituted less than 3 percent of the Group’s balance sheet at the end of 2012.

Fair value of financial instrumentsFair value of financial instruments that are not traded in an active market is determined using various valuation techniques. the Group evaluates and selects methods and assumptions that, wherever possible, are based on the market conditions on the balance sheet date. In valuing financial instruments for which observable data is not available, the Group will make assumptions about what the market will use as the basis for the valuation of similar financial instruments. the valuations require a high level of discretion in the calculation of liquidity risk, credit risk and volatility. A change in the mentioned factors can affect the determined fair value of the Group’s financial instruments. See also Note 5 Financial instruments.



income tax, including deferred tax assetsthe Group is subject to income taxes within Norway and Sweden. Significant judgement is required in determining income tax in the consolidated accounts, including assessments of the recognition of deferred tax assets.

the Group recognises deferred tax assets with the amount likely to be utilised against future taxable income.Comprehensiveassessmentsmustbecarried out in order to determine the amount that can be recognised, including the expected date of utilisation and the level of positive tax results, as well as tax planning strategies and the existence of taxable temporary differences.

contingenciesAs a consequence of the operations in Norway and Sweden, the Agasti Group will regularly be part in a number of legal disputes. Any effects on the accounts are assessed in each individual instance. the Group evaluates, among other things, the likelihood of an unfavourable outcome. See Note 13Provisionsandothercurrentliabilities

exit liability for long-term unit-linked savings schemesthe calculation of exit liability for long-term unit-linked savings schemes is partly based on expectations, partly on experience, on the insurance client’s willingness and ability to pay the periodic premium amount in accordance with the insurance/savings agreement entered into, and how this changes over time. the calculation requires extensive use of judgement and the historical exit value may be affected by, among other things, changes in market conditions, changes in taxation rules and other framework conditions. See Note 19.

1.4 Currencytransactions in foreign currency are converted using the exchange rate in effect at the time of the transaction.

Monetary assets and liabilities in foreign currency are converted to Norwegian kroner by using the exchange rate on the balance sheet date. the exchange rate difference as a result of conversion is included in the income statement. Non-monetary assets and liabilities that are measured at historical cost in foreign currency are converted at the exchange rate at the time of the transaction. Non-monetary assets and liabilities with a nominal value in foreign currencies, which are stated at fair value, are translated into Norwegian kroner by using

the exchange rate in effect on the date the fair value was determined.

1.5 Conversion of foreign unitsthe assets and liabilities of foreign operations, including goodwill and fair value adjustments arising from consolidation, are translated into Norwegian kroner at the foreign exchange rates in effect on the balance sheet date. the revenues and expenses of foreign operations are translated into Norwegian kroner at rates approximating the foreign exchange rates in effect on the dates of the transactions. Foreign exchange differences arising from translation are specified as a translation difference in the equity. they are recognised in the profit and loss statement upon disposal of the foreign unit.

1.6 RevenueIncome is entered in the accounts when it is earned. Entry of income normally occurs at the time of delivery for the sale of services.

Commissionearningsonsubscriptionstofunds,insurance(unit-linked),realestateshares,andsharesin shipping, private equity, infrastructure and renewable energy companies are recognised when written agreements have been entered into with clients and clients’ payment of the agreed subscription amount and commission have been confirmed.Revenuefromnewsubscriptionstostructured products is recognised when binding agreements are entered into with clients. Insertion fees are recognised when the client adds new funds to the portfolio account.

Recurringrevenuesandmanagementfeesarerecognised on an on-going basis, based on estimated income. the estimate builds upon a calculated average of the portfolio with the fund provider, and the relevant commission rate accordingtotheagreement.Consultancyandportfolio account fees are calculated on the basis of the client’s holdings and recognised on an on-going basis.

the fees for the syndication of real estate, shipping, private equity, infrastructure and renewable energy companies etc. are recognised when the fees are accrued according to agreements

Performance-basedfeesarerecognisedatthetimeof liquidation of the portfolios.



the structure margin from structured products is recognised when underlying security instruments are traded and margins are finally determined.

Dividends are recognised when the right to receive payment is determined. Interest income and other financial income is recognised when earned.

1.7 expensesExpenses are generally accrued in line with receipt ofgoodsandservices.Commission-basedremuneration to advisors is recognised when a payment commitment arises in accordance with agreements and it is probable that the remuneration will be paid. Interest income and other financial income is recognised when earned.

1.8 ProvisionsA provision is entered when the Group has a liability as a result of a previous incident, where it is probable that an economic settlement will occur as a result ofthisliabilityandtheamount’ssizecanbereliablymeasured. If the effect is significant, the provision is calculated by discounting the expected future cash flow with a discount rate before tax, which reflects the market’s price setting of the time value of money and, if relevant, risks specifically linked to the liability.

RestructuringprovisionsareenteredwhentheGroup has approved a detailed and formal restructuring plan, and the restructuring has either started or been announced.

1.9 Defined contribution pension schemes Obligations for contributions to defined contribution pension schemes are entered as expenses in the income statement when incurred.

1.10 sharebased payment transactionsEmployee stock options are measured at fair value at the time of distribution. the stock options are valued according to the Black & Scholes model. the calculated value is recognised as personnel costs, with a corresponding entry in other paid-in equity. the cost is divided over the period until the employees become unconditionally entitled to the stock options.

1.11 Main rules for valuation and classification of assets and liabilitiesAssets that are expected to be realised in the Group’s ordinary operating cycle or within twelve months after the balance sheet date, and assets in the form of cash or cash equivalents, are classified

as current assets. All other assets are classified as fixed assets.

liabilities that are expected to be settled in the Group’s normal operating cycle, which fall due for settlement within twelve months after the balance sheet date, or where the Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date, are classified as current liabilities. All other assets are classified as non-current liabilities.

1.12 Fixed assetsFixed assets are entered at cost price with deductions for accumulated depreciations and write-downs. Fixed assets are depreciated linearly over the asset’s expected lifetime, taking into account any residual value. the estimated economic lifetime is as follows: •Machinesandequipment 3-5years•Fixturesandfittings 4-7years

leasehold improvements are classified as fixed assets and included in fixed assets in the balance sheet. leasehold improvements are depreciated over the lease’s lifetime.

Expenses incurred in replacing parts of property, plant and equipment are entered in the balance sheet as the value for an item of property, plant and equipment when such expenses are expected to give the company future economic benefits related to the replacements, and the costs for the replaced parts can be reliably measured. All other expenses are entered in the accounts in the period they are incurred.

When parts of equipment have different economic lifetimes, they are entered in the accounts as separateparts.Residualvalueisreassessedannuallyif this is significant.

the values of fixed assets entered in the balance sheet, which are depreciated, are tested for a reduction in value if indications of such exist. If an asset’s entered value is higher than the asset’s recoverable value, a loss of value is entered in the accounts. the recoverable value is the highest of the net sales value and the fixed asset’s use value. Fixed assets are grouped and assessed at the lowest level for measurement of cash flow.

If there is an identifiable need for write-down, the asset is valued at the lower of the value entered in the balance sheet and the recoverable value.



1.13 Intangible assetsIntangible assets acquired separately are entered in the balance sheet at cost. the cost of intangible assets acquired through acquisitions is recorded in the balance sheet at fair value. Entered intangible assets are entered at cost, reduced for any depreciations and write-downs. Internally generated intangible assets, excluding development costs included in the balance sheet, are not included in the sheet, but expensed on an on-going basis. the economic lifetime is either definite or indefinite. Intangible assets with a definite lifetime are depreciated over the economic lifetime and tested for write-downs in the event of indications of such. the depreciation method and period is assessed atleastonceayear.Changesinthedepreciationmethod or period are treated as estimated changes. Intangible assets with indefinite lifetimes are tested for write-downs at least once a year, either individually or as a part of a cash flow generating unit. Intangible assets with an indefinite lifetime are not depreciated. the lifetime is assessed annually, with consideration of whether the assumption of an indefinite lifetime is justifiable. If not, the change to definite lifetime is handled prospectively.

patents and licences Amounts paid for patents and licences are entered in the balance sheet and depreciated linearly over the expected useful life. the expected lifetime for patents and licences varies from five to ten years.

software Expenses linked to the purchase of new software are entered in the balance sheet as an intangible asset, if these expenses are not a part of the original hardware cost. Software is normally depreciated linearly over four to five years. Expenses incurred as a result of maintaining or upholding the future benefit of software are expensed if the changes in the software do not increase the future economic benefit of the software.

1.14 Business combinations Business combinations are entered in accordance with the purchase method. transaction expenses are entered when they are incurred. the consideration of an acquisition is measured at fair value at the date of acquisition and consists of cash and issued shares in Agasti Holding ASA. In the event of acquisition of a company, all acquired assets and liabilities are assessed for classification and mapping in accordance with contract terms,

economic circumstances and relevant conditions at the time of acquisition. Acquired assets and liabilities are entered in the balance sheet at fair value in the opening balance. Allocation of goodwill in the event of business combinations is changed if new information regarding fair value applicable on the date for takeover of control is obtained. the allocation can be changed up to 12 months after the date of acquisition. Minority interests are calculated at the minority’s share of the identifiable assets and liabilities. Selection of the method used is carried out for each individual business combination.

In the event of a step acquisition, previous ownership stakes are measured at fair value at the timeofacquisition.Valuechangesonpreviousownership stakes are entered in the profit or loss accounts. Goodwill is calculated as the sum of the considera-tion and the entered value of minority interests and the fair value of previously owned shares, with deductions for the net value of identifiable assets and liabilities calculated at the date of acquisition. Goodwill is not depreciated, but tested for a reduction in value at least once a year, or in the event of an indication of a reduction in value. In connection with an assessment of write-downs, goodwill is allocated to the cash flow generating units or groups of cash flow generating units that are expected to receive synergies from the business combination.

the part of the equity’s fair value that exceeds the consideration(negativegoodwill)ispostedasrevenue immediately at the time of acquisition.

1.15 Financial instrumentsloans, receivables and other liabilities are entered at amortised cost. Income and costs are calculated according to the internal rate of return method in the calculation of the engagement’s internal rate. the internal rate is determined by discounting contractual cash flows within the expected duration. Amortised cost is the current value of such cash flows discounted by the internal rate of return.

1.16 taxesIncome tax on net income for the period consists of tax payable and change in deferred tax. Income tax is entered in the accounts with the exception of tax on items that are entered directly against the equity. the tax effect of the last mentioned items is entered directly against the equity.



tax payable constitutes the expected tax payable on the year’s taxable income at applicable tax rates on the balance sheet date, and any corrections of tax payable for the previous year.

Deferred tax is recognised using the balance sheet method, by taking into account the temporary differences between the value of assets entered in the balance sheets and the liabilities in the financialreportingoftaxablevalues.Considerationis not given to temporary differences related to goodwill that are not tax deductible, the original entry of assets or liabilities that do not affect the accounting result or taxable income, as well as differences relating to investments in subsidiaries that are not expected to be reversed in the foreseeable future. the provision for deferred tax is based on expectations regarding the realisation of or settlement for the value of assets and liabilities entered in the balance sheet, and is calculated with the tax rates that apply on the balance sheet date.

Deferred tax assets are only included to the extent that it is probable that the asset can be exploited through future taxable profits. Deferred tax assets are reduced to the extent that it is no longer probable that they will be realised.

1.17 Leasing agreementsthe Agasti Group’s leasing agreements are entered in the accounts in accordance with the following rules:

operating leasing agreementsleases where the most significant risks and returns associated with ownership of the asset are not acquired by the Group are classified as operating lease agreements. lease payments are classified as an operating expense, and are recognised linearly over the contract period.

1.18 segment reportingthe company has segment reporting based on business areas. this grouping coincides with the way in which the Group management receive reported figures and evaluate them. the accounting principles for segment reporting are the same as for the Group accounting in general. transactions between segments are valued using the arm’s length principle.

1.19 events after balance sheet dateNew information after the balance sheet date, of the company’s financial position at the balance sheet date, is included in the annual accounts. Events after the balance sheet date that do not affect the company’s financial position at the balance sheet date, but which will affect the company’s future financial position are disclosed if they are significant.

1.20 Changes in accounting principles and notes

changes in accounting principles:the accounting principles applied are consistent with those applied in the previous accounting period,exceptforthechangesinIFRS,whichhavebeen implemented by the Group in the current accounting period. Below are listed the changes thathavebeenrelevantfortheGroupintheIFRSeffective for the 2012 accounts, and the effect this has had on the consolidated annual accounts.

the following new and amended accounting standards and interpretations were first applied in 2012:

iFrs 7 Financial instruments – informationthe change involves enhanced disclosure requirements for financial assets that have been transferred where the Group has a continuing involvement in connection with the transferred assets. the aim is to provide users with a better basis to understand the relationship between transferred financial assets that are not deducted in their entirety and the associated liabilities. Furthermore, the change involves providing information about the Group’s continuing involvement in financial assets, which are derecognised in their entirety. this is so that users will be able to evaluate the nature and risks associated with the company’s continuing involvement in derecognised financial assets. the changes have not had any impact on the consolidated accounts.

1.21 Implementation of IFRsthe standards and interpretations adopted until the time of preparing the Group accounts, but where the effective date is in the future are specified below. the Group’s intention is to implement the relevant changes on the effective date, provided that the EU approves the changes prior to preparation of the Group accounts.



iAs 1 presentation of financial statementsthe changes to IAS 1 require that the items in a statementofothercomprehensiveincome(OCI)should be grouped in two categories. Items that may bereclassifiedtoprofitorlossatafuturedate(e.g.the net gain on securing of net investment, exchange differences on translation of foreign operation into the reporting currency, net change in cash flow security and net gains or losses on financialassetsclassifiedasavailableforsale)to be presented separately from items that will never bereclassified(e.g.actuarialgainsandlossesassociatedwithdefinedbenefitplans).Thechangesaffect only the presentation and have no impact on the financial position or results. the changes are effective for the financial year commencing 1 July 2012 or later, and will be implemented in the Group’s first annual report after implementation.

iAs 28 investment in Associates and Joint Ventures (unofficial translation)Asaconsequenceofthenewstandards,IFRS11JointArrangementsandIFRS12DisclosureofInterestsinOtherEntities,IAS28InvestmentinAssociateshaschangeditsnametoIAS28InvestmentinAssociatesandJointVentures,andnow describes application of the equity method for investments in joint ventures in addition to associated companies. the changes apply for fiscal years starting on 01 January 2013 or later, but the EU has not approved the changes. No evaluation of the impact that the change will have on the Group’s financial statements has been carried out at present.

iFrs 7 Financial instruments – informationthe changes mean that companies are required to provide information about offset rights and relatedagreements(e.g.collateral).Theinformationwill provide users of the accounts with useful information to evaluate the effect of offset agreements on the Group’s financial position. the new notes are required for all recognised financial instruments that are presented net in accordance with IAS 32 Financial instruments – presentation. the disclosure requirements also include recognised financial instruments that are subject to an “enforceable master netting arrangement” or similar agreement, regardless of whether they are presented net in accordance with IAS 32. the changes will not affect the Group’s financial position or results. the changes apply for fiscal years starting on 01 January 2013 or later, but have still not been EU approved.

iFrs 9 Financial instrumentsIFRS9,asitispublishedasoftoday,reflectsthefirstphase of IASB’s work on replacing the current IAS 39, and applies to classification and measurement of financial assets and liabilities as defined in IAS 39. Initially, the standard was to come into force for the financial year commencing 01 January 2013 or later, butchangesinIFRS9adoptedinDecember2011,delayed the date on which the standard would come into effect to 01 January 2015. later phases of this project are related to the accounting of hedging relationships and write-downs of financial assets. TheGroupwillevaluatethepotentialeffectsofIFRS9 in accordance with the other phases, as soon as the final standard including all phases is published.

changes in iFrs 10, iAs 27 and iFrs 12 relating to investment entities (unofficial translation)ThechangesinIFRS10meanthatentitiesdefinedasinvestment entities shall no longer consolidate their subsidiaries. With one exception, an investment entity is required to consolidate a subsidiary where that subsidiary provides services that relate to the investment entity’s investment activities Other investments in subsidiaries, joint ventures and associated companies will be recognised at fair value changes through profit or loss. Investment entities that are required to recognise all their subsidiaries at fair value with value changes through profitorlossinaccordancewithIFRS10,presenttheseparate financial statement as their only accounts. Note disclosure requirements have been extended.the changes come into force for fiscal years starting on 01 January 2014 or later, but the EU has not yet approved the changes. No evaluation of the impact that the change will have on the Group’s financial statements has been carried out at present.

iFrs 12 disclosure of interests in other entities (unofficial translation) (n/a)IFRS12appliesforcompaniesthathaveinterests in subsidiaries, joint ventures, associated companies, ornon-consolidatedstructuredentities.IFRS12replaces the disclosure requirements that previously followedfromIAS27Consolidatedandseparatefinancialstatements,IAS28Investmentsinassociates, and IAS 31 Interests in joint ventures. A number of new disclosure requirements have been introduced in addition. the changes do not affect theGroup’sfinancialpositionorresults.IFRS12applies for fiscal years starting on 01 January 2013 or later.



iFrs 13 Fair Value Measurement (unofficial translation)the standard provides principles and guidance for the measurement of fair value for assets and liabilities that standards require or allow to be measuredatfairvalue.IFRS13appliesforfiscalyears starting on 01 January 2013 or later. the change will not have any significant effect on the Group’s assets and liabilities. the Group expects toadoptIFRS13asof01January2013.

iAs 1 presentation of financial statementsthe changes to IAS 1 entail a clarification of the

difference between voluntary comparative figures

and minimum requirements. Usually, presentation

of a previous period’s comparative figures will meet

the minimum requirements. the changes do not

affect the Group’s financial position or results. the

changes apply for fiscal years starting on 01 January

2013 or later, but the EU has not approved the

changes.

iAs 32 Financial instruments, presentationthe change entails a clarification of income tax

derived from distributions to holders of equity

instruments be entered in accordance with IAS 12.

the changes are effective for the financial year

starting on 01 January 2013 or later, but the EU has

not approved the changes. No evaluation of the

impact that the change will have on the Group’s

financial statements has been carried out at present.

Note 2 Segment information

Businessrelated segmentsIFRS8requiresthattheGroupusesamanagementapproach for the identification of the segments. the information reported is that which Agasti Holding ASA’s management uses internally to evaluate the segments’ results and to decide how resources shall be allocated to the segments.

For internal and external reporting purposes, the Group uses business-related segments. the Agasti Group currently carries out business subject to the Norwegian Securities trading Act, with, among other things, distribution, advisory services, execution of orders, trading and settlement of investors’ portfolios of financial products in the Wealth Management segment. the Markets

segment includes the Group’s operations within corporate finance, institutional sales, product development, the organisation of projects, companies and structured products, as well as the administration of investment portfolios.

the Group uses three cost groups: variable, activity based and fixed costs. these are further divided into costs linked to salaries and personnel, and other costs.Variablecostsincludecoststhatarecloselyrelated to sales income, as well as bonuses and other performance based remuneration of the Group’s employees. Activity based salary and personnel costs are linked to recruitment, personnel development and other costs linked to personnel related activities. Other activity based operating expenses cover various market activities, client recruitment, travel, lawyer and consultant fees, and various costs that vary in relation to the Group’s activity level. Fixed costs consist of fixed salaries for the Group’s employees, rental of premises and equipment, auditor’s fees, contractual It costs, insurance and other costs related to agreements and that to a lesser degree vary with short-term fluctuations in the Group’s activity level. the Group reports the net financial income for the segments, in line with internal reporting routines.

transaction related income is divided into two groups: income from mutual funds and insurance, and income from other investment products. Other investment products include among others property, shipping, infrastructure, private equity, renewable energy, hedge funds, index-linked bonds, andPortfolioaccountinsertionfees.

the Group changed the segment reporting during 2011. Business-related segments are more descriptive of the Group’s activities than geographical segments. Under Other activities/Eliminations, the Group administration and Group internal administrative services within finance and economy, personnel, It, markets and compliance are reported on, in addition to costs relating to Acta Kapitalforvaltning AS. Other activities normally has no external income, but covers costs through providing services to other segments through internal service agreements, entered into under arm’s length conditions. Financial information is given in the table below.



Note 2 Segment informationWealth

Management Marketsother activities/

eliminations Group totalAll amounts in thousands of NOK 2012 2011 2012 2011 2012 2011 2012 2011Transaction revenues 17 112 74 341 12 237 56 064 -66 -7 29 283 130 398Fixed revenues 249 473 258 561 87 110 100 358 5 -9 336 587 358 910total operating revenues 266 584 332 903 99 347 156 422 -62 -16 365 870 489 308

Variable salary and personnel expenses 33 264 65 177 534 2 752 83 2 085 33 881 70 013Other variable operating expenses 1 536 4 282 1 389 65 1 205 -5 4 130 4 342total variable expenses 34 800 69 459 1 924 2 817 1 288 2 080 38 012 74 356

Activity-based salary and personnel expenses

9 033 12 119 3 448 693 905 452 13 387 13 263

Other activity-based operating expenses 42 389 42 307 11 832 6 729 20 552 94 212 74 773 143 248total activitybased expenses 51 422 54 426 15 281 7 421 21 457 94 664 88 160 156 511

Fixed salary and personnel expenses 147 266 173 233 29 354 15 022 23 488 34 711 200 108 222 966Other fixed operating expenses 87 413 95 282 21 669 22 525 -36 907 -39 806 72 174 78 002total fixed expenses 234 679 268 515 51 022 37 547 -13 419 -5 095 272 283 300 968

Depreciations 4 031 3 980 466 752 18 658 16 848 23 155 21 580Write-downs 405 3 679 0 2 452 0 440 405 6 571

operating earnings -58 753 -67 156 30 655 105 432 -28 046 -108 953 -56 143 -70 677Financial income 5 597 5 415 367 2 103 705 -1 960 6 669 5 558Financial expenses 9 517 5 244 1 875 1 341 -847 -3 434 10 545 3 151net financial items -3 920 171 -1 508 762 1 552 1 475 -3 876 2 407Income taxes 277 2 168 771 30 716 -7 194 -29 154 -6 146 3 730net income -62 950 -69 154 28 376 75 478 -19 300 -78 324 -53 874 -72 000Effective tax rate 0% -3% 3% 29% 27% 27% 10% -5%

other information

segment assetsNon-current assets 25 277 26 603 15 077 1 741 74 460 74 322 114 814 102 665Other financial assets 0 0 0 750 32 192 15 367 32 192 16 117Current receivables 87 681 41 239 18 066 10 175 -49 393 15 031 56 355 66 445Bank deposits 85 231 95 232 18 558 118 633 31 361 90 692 135 150 304 556total assets 198 189 163 073 51 702 131 299 88 620 195 411 338 511 489 784

segment liabilitiesTaxes and public fees payable 11 992 13 010 2 669 1 001 2 955 2 567 17 616 16 578Other current liabilities 84 583 107 714 38 990 15 590 12 989 114 770 136 562 238 075 total liabilities 96 576 120 725 41 659 16 592 15 944 117 337 154 178 254 654

Investments in fixed assets 19 644 356 174 18 820 13 633 19 195 14 451

Geographical areas

Income statement norway swedenother activities/

eliminations Group totaltotal operating revenues 237 354 348 047 128 577 141 255 -62 7 365 870 489 308

Balancestotal fixed assets 24 977 76 140 15 377 33 164 74 460 -6 638 114 814 102 665

tittel



Note 3 Salary costs, total employees, remuneration, loans to employees, etc. All amounts in thousands of NOK 2012 2011

Salaries 171 595 193 582

Bonus/profit sharing 12 745 25 580

Pension costs, defined contribution plans 6 323 8 576

Estimated benefit options scheme 2 770 5 653

National insurance contributions 34 487 45 347

Other benefits 23 032 30 338

total 250 953 309 075

Average total full-time equivalent positions 228 272

Benefits paid to employees in leading positions:

All amounts in thousands of NOK Period Salary

Contri-bution based

pension

Bonus/profit

sharingOther

benefits

Alfred Ydstebø 1) CEO (from August 2012) 2012 1 150 17 191

Agasti Holding ASA 2011 370

Christian Tunge 3) Chief Financial Officer 2012 2 296 51 639 17

Agasti Holding ASA 2011 1 694 47 15

Jørgen Pleym Ulvness 1) CEO (from August 2012) 2012 950 83 753

Agasti Capital Markets AS 2011

Geir Inge Solberg 4) CEO (from June 2012) 2012 2 158 38 13

Obligo Investment Management AS 2011 2 176 51 268 11

Christian Kvist 5 ) 6) Acting CEO (from June 2011) 2012 1 374 261 86

Navexa Securities AB 2011 720 36 4

Ole Jørgen Jacobsen CEO (from April 2011) 2012 1 771 46 1 443 22

Navigea Securities AS 2011 1 177 32 1 272 11

Robert Bergerud CEO (from January 2011) 2012 797 37 54 15

Acta Kapitalforvaltning AS 2011 740 32 26 43

Stein Morten Bjelland CEO (from March 2012) 2012 1 363 46 12

Acta Asset Management AS 2011 1 389 46 29

Morten Flørenæss CEO 2012 1 223 49 89 25

Agasti Business Services AS 2011 1 144 46 11

1) Salaries 2012 etc. are shown for the period in which the employees have been in the post.2)ChairmanoftheBoarduntilAugust2012afterwhichhewasappointedCEOofAgastiHoldingASA.3)ActingCEOfromMarchtoAugust2012.4)CEOofAgastiHoldingASAuntilMarch2012.CEOofObligoInvestmentManagementASfromJune2012.5)AmountconvertedfromSEKtoNOKusingtheexchangerates86,425in2011and85,89in2012.6) left the position in February 2013.

Benefits to employees in leading positionsTheCEO’sremunerationisdeterminedbytheBoard’sremunerationcommittee.TheBoard’sremunerationcommitteesets guidelines for remuneration of other employees in senior positions, including fixed salaries and the principles for and scope of bonus schemes.

Employees in leading positions have ordinary bonus agreements with annually fixed limits, and normally limited to between 40 and 200 percent of basic salary, depending on position. the estimated accrued bonus is expensed on an on-going basis.

Some employees in senior positions receive severence pay during the notice period if dismissed without good reason as a result of large changes in tasks, e.g. due to takeover or fusion.



note 3 salary costs, total employees, remuneration, loans to employees, etc. (continued)

employee in leading position Company Position

Period of notice

Pay after termination of employment

Alfred Ydstebø Agasti Holding ASA CEO 6 months 12 months

Christian Tunge Agasti Holding ASA CFO 6 months 12 months

Jørgen Pleym Ulvness Agasti Capital Markets AS CEO 3 months 12 months

Ole Jørgen Jacobsen Navigea Securities AS CEO 6 months 12 months

Christian Kvist 1) Navexa Securities AB Acting CEO 6 months 6 months

Geir Inge Solberg Obligo Investment Management AS

CEO 6 months 12 months

1) left the position in February 2013

Benefits to employees in leading positions (continued)the Agasti Group established a defined contribution scheme for all permanent employees in Norway and Sweden with effect from 1 January 2005. In Norway, the contribution rate for 2012 was four percent of fixed salaries between 1G and 6G and six percent of fixed salaries between 6G and 12G. In relation to the requirements regarding mandatory occupational pensions(OTP)thatcameintoforceon1July2006,Agasti Group has a pension plan which exceeds the minimum requirement of two percent of salary over 1G up to 12G. In 2012, the contribution percentage for the employees in Sweden was five percent of fixed salary.

In 2009, the Board of Agasti Holding ASA distributed share options to selected members of the Group’s management group in accordance with anoptionprogrammelaunchedin2008.In2009,itwas decided to replace this option programme with a new one that covers all employees in the Group. In 2012, the board of directors of Agasti Holding ASA adopted a new incentive scheme for selected managers in the group. the scheme is part of a long-term incentive scheme for Agasti managers, which will contribute to creating positive results and attracting new employees as well as retaining existing employees. At the time of the approval of the annual accounts, a total of 10,736 million stock options are outstanding, of which employees in leading positions hold respectively 6,911 million stock options. the allocation is in accordance with the authorisation granted by the annual general meetings on 6 May 2009, 11 May 2010, 25 May 2011 and 23 May 2012.

the options allocated in 2009 and 2010, which remained outstanding at the start of 2012, all

became due during 2012 without any redemption taking place. the options allocated in 2011 with an expiry date in 2012 became due without redemption taking place. the strike price for the options was set to NOK 3.14 for the options granted in February 2011, NOK 3.66 for the options granted in May 2011, NOK 2.14 for the options granted in August 2011, NOK 1.50 for the options granted in November 2011, NOK 1.10 for the options granted in February 2012, NOK 1.33 fortheoptionsgrantedinAugust2012andNOK1.58for the options granted in November 2012. the strike price shall be reduced by the accumulated dividend paid in the period after the options have been awarded. No dividend was paid for the financial year 2009. the dividend for the financial year 2010 was set at NOK 0.10 per share at the Agasti Holding ASA general meeting. No dividend was paid for the financial year 2011. For the financial year 2012, the board of Agasti Holding ASA has proposed to the company’s general meeting not to pay dividend to its shareholders. 1/3 of the stock options granted in February and May 2011 can be exercised by primary insiders and a specific group of other employees in 2013 and 1/3 in 2014, for both years, the options must be exercised within specified periods. 100% of the stock options granted to other employees in February 2011, May 2011, August 2011, November 2011 and February 2012 can be exercised within specified periods in 2013 and 2014. 1/3 of the stock options granted to selected managers in the Group in August and November 2012 can be exercised in 2013, 1/3 in 2014 and 1/3 in 2015, for all years the options must be exercised within specified periods. Attheendof2012,thesharepricewasNOK1.38.





Benefits paid to Board members:

All amounts in thousands of NOK Board

members’ fees 1)

Member of the Board Company office Period 2012 2011

Alfred Ydstebø2) Agasti Holding ASA Chairman of the Board (until August 2012)

390 370

Merete Haugli Agasti Holding ASA Chairman of the Board (from August 2012)

Agasti Holding ASA Board Member (until August 2012)

290 250

Stein Aukner Agasti Holding ASA Vice Chairman of the Board

220 200

Acta Asset Management AS Board Member 200

Pia Gideon3) 4) Agasti Holding ASA Board Member 200 200

Navexa Securities AB Board Member 129 344

Ole Peter Lorentzen Agasti Holding ASA Board Member 200 200

Sissel Knutsen Hegdal Agasti Holding ASA Board Member (from June 2012)

Erling Meinich-Bache Agasti Holding ASA Board Member (from June 2012)

Agasti Capital Markets AS Board Member (from June 2012)

Morten Bjørnsen Navigea Securities AS Chairman of the Board (from March 2012)

209

Navexa Securities AB Chairman of the Board (from March 2012)

209

Agasti Capital Markets AS Board Member (from August 2012)

Geir Lie5) Navigea Securities AS Board Member 150 56

Fredrikke Aaeng5) Navigea Securities AS Board Member 250 150

Jörgen Rexö3) Navexa Securities AB Board Member 0 130

Harald Sig. Pedersen Acta Kapitalforvaltning AS Board Member (from July 2012) 100

Eirik Iversen Acta Kapitalforvaltning AS Board Member (from May 2012) 150

1) Board Members’ fees etc. are shown for the period in which the Board Member has held the office.2)ChairmanoftheBoarduntilAugust2012afterwhichhewasappointedCEO.3)AmountconvertedfromSEKtoNOKusingtheexchangerates86.425in2011and85.89in2012.4)PiaGideon’sBoardremunerationfromNavexaSecuritiesABincludesremunerationreceivedasaconsultant.5) left the position in January 2013.

2012 2011

options number VGIK1 number VGIK1

Outstanding at the beginning of the year 9 504 011 3.00 9 673 944 3.54

Awarded during the year 9 930 000 1.36 5 067 000 2.94

Redeemed during the year 0 125 000 2.07

Expired during the year 5 091 337 3.04 2 789 050 4.29

Terminated during the year 1 815 141 3.02 2 322 883 3.41

outstanding at the end of the year 12 527 533 1.73 9 504 011 3.00

Redeemable at the end of the year 0 0

1) Weighted average redemption price. Amount in NOK.

the weighted average lifetime of outstanding stock options as of 31 December 2012 is 1.4 years.




the weighted average redemption price of outstanding stock options at the end of the year:

2012 2011

Maturity date number VGIK1 number VGIK1

15.02.13 1 260 147 3.14 1 643 908 3.14

10.05.13 333 584 3.66 441 169 3.66

16.08.13 2 945 694 1.45 591 545 2.14

08.11.13 874 917 1.55 424 999 1.50

14.02.14 963 192 2.29 738 667 3.14

09.05.14 66 667 3.66 66 667 3.66

15.08.14 2 500 000 1.33

07.11.14 541 667 1.58

14.08.15 2 500 000 1.33

06.11.15 541 667 1.58

Total 12 527 533 1.73 9 504 011 3.00

1) Weighted average redemption price. Amount in NOK.

Agasti has used the Black & Scholes model in valuing the options. the risk-free interest rate used in the model is the treasury rate/government bond rate with maturity as close as possible to the allocation date. Due to the dilution effect on the existing shares, the price of the option is found numerically. In the model the following assumptions are used as the basis for new allocations:

Allocationexpected dividend

yield (%)Historical

volatility (%)

expected lifetime for the stock option

(years)

Feb. 2011 3.05 67.79 2.00

May 2011 3.62 58.90 2.00

Aug. 2011 5.38 55.68 2.02

Nov. 2011 6.34 53.99 1.99

Feb. 2012 9.05 58.89 1.98

Aug. 2012 0.00 65.76 2.00

Nov. 2012 0.00 67.10 1.99

Expected volatility is calculated from historical volatility based on daily data over the same timescale as the term of the stock options.

stock options effect on the accounts:

Description(AllamountsinthousandsofNOK) 2012 2011

Acquisition of stock options 2 770 5 653

Change in provisions for employer’s National Insurance contributions 56 -14

net stock option income/expenses 2 826 5 639

Change in liabilities 1) 56 -14

1)Refersonlytoemployer’sNationalInsurancecontributions.



Note 4 Combined items in the income statement

All amounts in thousands of NOK 2012 2011 Costs relating to premises 44 490 40 473IT costs 22 633 34 773Fees for auditors, lawyers and consultants 34 207 25 146Telephone and postage costs 6 281 5 660Travel activities 8 513 7 098Printed materials and stationery 4 745 4 938Marketing activities 9 622 14 972VPS – The Norwegian Central Securities Depository 200 1 292Financial Supervisory Authority of Norway 1 997 661Payments and change in provisions for estimated compensation to clients and process costs relating to received customer complaints 1)

10 674 76 137

Other operating expenses 4 140 11 611total other operating expenses 147 501 222 760

1) In 2012 NOK 9.5 million has been paid in compensation to customers relating to customer complaints. See Note 13.

Statutory audit 1 072 1 092

Other audit-related services 553 318Assistance with tax return, etc. 24 125Other services excluding auditing 1 972 2 635total auditing fee 3 621 4 170ThefeesaregivenexcludingVAT.

Interest, bank deposits 2 754 4 257Other financial income 3 915 1 301total financial income 6 669 5 558

Bank interest and fees 515 20Other financial expenses 10 030 3130total financial expenses 10 545 3151

Of other financial expenses in 2012, NOK 3.4 million relate to allowance for liquidity premium of unlisted shares in various investment portfolios that Acta Kapitalforvaltning AS has acquired in connection with the settlement of client issues. the remaining costs are primarily related to realised and unrealised foreign currency gains and losses associated with invoicing and settlement in foreign currency.

Note 5 Financial instruments

Per 31 December 2012


Financial instruments at fair value

through profit or loss

Financial instruments

valued at amortised

cost


held to maturity total

Loans to and deposits with credit institutions 135 150 135 150 Shares 32 192 32 192 Notes and bonds, held until maturity 13 916 13 916 Other assets 35512 35 512 total financial assets 32 192 170 662 13 916 216 770

liabilities to credit institutions 20 840 20 840Other liabilities 73 279 73 279 total financial liabilities 0 94 118 0 94 118



note 5 Financial instruments (continued)

Per 31 December 2011


Financial instruments at fair value

through profit or loss


valued at amortised

cost

Financial instruments held to ma

turity totalLoans to and deposits with credit institutions 304 556 304 556 Shares 16 117 16 117 Other assets 47 849 47 849 total financial assets 16 117 352 405 0 368 552

Other liabilities 104 315 104 315 total financial liabilities 0 104 315 0 104 315

Financial instruments at fair valueFair value of financial assets, classified as “available for sale” and ”held for trading puposes” is determined by reference to the market price at the balance sheet date. For non-quoted financial assets fair value has been estimated using valuation techniques based on assumptions that are not supported by observable market prices. the following financial instruments are not measured atfairvalue:Cashandcashequivalents,accountsreceivable, other current receivables and bank overdrafts. the book value of cash and cash equivalents and bank overdrafts approximates fair value because these instruments have short maturities. Similarly, the balance sheet value of accounts receivable and accounts payable approximates fair value as they are entered as “normal” conditions.

Financial instruments at amortised costMost assets and liabilities in the Agasti Group’s balance sheet are valued at amortised cost in the accounts.

Amortised cost involves valuing balance sheet items in accordance with original contractual cash flows, adjusted for any depreciation if necessary. Such valuations will not always give values consistent with the market’s assessment of the same instruments. Deviations are due to different perceptions of the macro outlook, market conditions, risk and returns, as well as differences in access to accurate information. the table above provides an overview of the estimated fair value of items recognised at amortised cost. the value is estimated based on quoted prices in active markets where such

information is available, internal models which calculate a theoretical value in the absence of active markets, or comparison between the prices of instruments in the portfolio in relation to the most recent transaction prices.

Valuationsarebasedontheindividualinstruments’properties and values on the balance sheet date. However, these values do not include the total value of client relationships, market access, brands, organisation, personnel and structural capital. Such intangible assets are generally not recognised. In addition, most client relationships are evaluated and valued in context for several products as a whole, where products in the balance sheet are seen in connection with other products and services that the client also uses. the individual assets and liabilities therefore do not provide an adequate indication of the overall value of the Group’s operations.

Financial instruments held until maturityFinancial instruments classified as held until maturity consist of a convertible bond issued bytheWunderlichInvestmentCompany,Inc. On5September2012,AgastiCapitalMarketsASinvested in a subordinated convertible bond with a nominal value of USD 2.5 million with an annual coupon rate of 7.5 per cent, payable quarterly and with a conversion price of USD 16 per share. the convertible bond has a term of less than 5 years with a maturity date of 31 July 2017. the bond valued at amortised cost as of 31 December 2012 at NOK 13 916 million.



Note 6 Goodwill and other intangible assets

Goodwill Intangible assetsAll amounts in thousands of NOK 2012 2011 2012 2011Original cost per 1 January 26 894 26 894 86 959 81 570Additions by separate acquisition 0 0 18 000 8 919Exit value 0 0 0 3 530original cost per 31 December 26 894 26 894 104 959 86 959

Accumulated depreciations per 31 December 0 0 69 637 51 813Accumulated write-downs per 31 December 18 071 18 071 507 102Accumulated depreciations and write-downs per 31 December

18 071 18 071 70 145 51 916

entered value per 31 December 8 823 8 823 34 814 35 044Year’s depreciations 0 0 17 722 15 351 Year’s write-downs 0 6 131 405 0Economic lifetime 4 - 5 yearsDepreciation plan Linear

Goodwill is not depreciated. However, an impairment test is carried out each year.

the Agasti Group undertakes on-going evaluations of whether the value of goodwill and other intangible assets with undefined lifetimes is intact, and carries out a complete impairment test of all business units at least annually. the individual goodwill items and intangible assets in the Agasti Group balance sheet are allocated to assessment units according to which businesses benefit from the acquired asset. Selection of the business unit is carried out on the basis of whether it is possible to identify and separate cash flows related to the business.

the recoverable amount is based on the expected business life. the business life is obtained from the sum of the estimated current value of expected cash flows for a planning period and projected cash flows after the planning period. the cash flows for the planning period are usually three years, and are based on budgets and plans approved by the management. Budgets and plans must be realistic from the perspective of the historical results in the unit. When calculating the useful life, a discount rate before tax of 12 percent is utilised. Beyond the planning period, an annual growth of 2.5 percent is assumed, which corresponds to expected long-term inflation.

the discount rate is based on an assessment of the market’s required rate of return for the type of activities included in the assessment unit. the required rate of return reflects the risk in the activities. Impairment tests are initially carried out on cash flows after tax in order to use the market’s rate of return directly. If the test shows that there may be a need for impairment, a more thorough review of the unit is undertaken, which also includes an assessment of the value of cash flows before tax. In the assessment for the fiscal year 2012, a discount rate based on an adjusted capital asset pricing model is used, with a normalised risk-free interest rate in the unit’s home market and a normalised risk premium of 4 percent. Beta values are estimated for each assessment unit.

the estimates are built upon central assumptions such as total offices, total employees in sales related positions, total clients, assets under management and expected demand for the various cash generating unit’s services and products, both from existing and new clients.

goodwill relating to acquisition of Axir AsAthe entered goodwill relating to the acquisition of AxirASAinspring2010amountstoNOK8.8million.the company is continued in the Agasti Group by Acta Markets AS, which changed its name to Navigea Securities AS, and in the Norwegian business operations. In 2012, Navigea Securities AS had an operating income of NOK 16.7 million.



Note 7 Fixed assets

All amounts in thousands of NOK 2012 2011 Leasehold improvementsOriginal cost per 1 January 28 170 27 904Additions by separate acquisition 502 1 032Exit value 0 766original cost per 31 December 28 671 28 170

Accumulated depreciations per 31 December 29 808 28 022Disposals - accumulated depreciations -3 488 -3 488Accumulated write-downs per 31 December 2 217 2 255Disposals – accumulated write-downs -1 688 -1 688Accumulated depreciations and write-downs per 31 December 26 848 25 100

entered value per 31 December 1 823 3 070Year’s depreciations 1 786 2 179Year’s write-downs 0 0Economic lifetime 4 - 7 years 4 - 7 yearsDepreciation plan Linear Linear

Machinery, fixtures and equipmentOriginal cost per 1 January 169 861 161 065Additions by separate acquisition 1 063 9 163Exit value 4 827 367original cost per 31 December 166 097 169 861

Accumulated depreciations per 31 December 129 010 125 363Disposals – accumulated depreciations -5 825 -5 825 Accumulated write-downs per 31 December 38 442 38 442 Disposals – accumulated write-downs -1 408 -1 408Accumulated depreciations and write-downs per 31 December 160 219 156 572

entered value per 31 December 5 878 13 289Year’s depreciations 3 647 4 049Year’s write-downs 0 440Economic lifetime 3 - 7 years 3 - 7 yearsDepreciation plan Linear Linear

the economic lifetime for leasehold improvements and machines, fixtures and equipment can normally be depreciated over five years based on concrete assessments regarding the asset’s nature or by extension of the rental agreement.

Calculationsofusevalueandsimulatedchanges in key assumptions show that there is no need for write-downs. the Group’s management evaluates the possibilities for positive results in the assessment unit as good. the booked values as of 31 December 2012 are assessed as sufficient.

intangible assetsIntangible assets consist of investments in the standardsystemsAbasec(portfoliosystem)andMicrosoftDynamics(CRMsystem).Thesoftware is entered in the balance sheet at original cost, with the addition of external expenses for preparing the software for use, less accumulated depreciations. the expected economic lifetime and depreciation period is five years.

note 6 Goodwill and other intangible assets (continued)



note 7 Fixed assets (continued) Annual rental of nonrecorded assetsthe Group has entered into several different operational rental agreements regarding office premises, ICTequipmentandofficemachines.Themajorityoftherentalagreementshaveanextensionoption. Future minimum rental linked to non-cancellable rental agreements are as follows:

Future minimum rentAll amounts in thousands of NOK 2012 1) 2011 Under one year 28 470 31 095 Between one and five years 66 175 29 087 Over five years 0 0total 94 645 60 182

1) the increase from 2011 to 2012 is primarily related to a new lease agreement for Agasti’s head office at Bolette brygge 1 in Oslo and renewal of individual rental contracts in Norway and Sweden, partly counteracted by other lease agreements of twelve months.

Rent from nonbalance sheet fixed assets entered against costs Rental costs

All amounts in thousands of NOK 2012 2011 Leasing agreements, premises, including common costs 32 091 38 488Leasing agreements, parking facilities 1 647 1 963Leasing agreements, meeting facilities etc. 304 298Leasing agreements, various machinery and equipment 2 100 1 942total 36 142 42 691

Note 8 Shares in subsidiaries

the companies listed below are all wholly owned by Agasti Holding ASA.

Company CountryRegistered office Principal operations

Navigea Securities AS Norway Oslo Securities companiesNavexa Securities AB Sweden Stockholm Insurance undertakingsObligo Investment Management AS Norway Oslo Management and administration of investment

companies Agasti Capital Markets AS Norway Oslo Management of ownership interests in other

companies etc. Agasti Business Services AS Norway Stavanger Inter Group service provision Acta Asset Management AS Norway Stavanger Securities companies Acta Kapitalforvaltning AS Norway Stavanger No activityActa Kapitalförvaltning AB Sweden Stockholm No activity



Note 9 Share capital and shareholder information

As per 31 December 2012, share capital in Agasti Holding ASA consisted of 257,530,750 shares withanominalvalueofNOK0.18.Thereisonlyoneshareclass.

ownership structure number of shares

ownership stake

the 20 largest shareholders in the company as of 31 December 2012 were:Coil Investment Group AS 35 068 547 13.62%Ludvig Lorentzen AS 20 170 950 7.83%Perestroika AS 19 114 996 7.42%Best Invest AS 12 808 707 4.97%Bjelland Trading AS 9 915 000 3.85%Mons Holding AS 9 266 620 3.60%IKM Industri-Invest AS 8 020 000 3.11%Sanden A/S 7 500 000 2.91%Tenold Gruppen AS 5 381 134 2.09%Skandinaviska Enskilda Banken A/S 2 940 500 1.14%Nordea Bank Norge ASA 2 700 000 1.05%Sissener Sirius ASA 2 629 500 1.02%Bnyxe - Equity Tri-Party (3) 2 560 000 0.99%International Oilfield Services AS 2 500 000 0.97%Steinar Lindberg A.S 2 100 000 0.82%Extellus AS 2 000 000 0.78%Care Holding AS 1 986 100 0.77%Wunderlich Securities, Inc. 1 916 400 0.74%Solbrekk, Anders Ingvald 1 866 549 0.72%Brattetveit AS 1 833 022 0.71%total 20 largest shareholders 152 278 025 59.13%Total other shareholders 105 252 725 40.87%total number of shares 257 530 750 100.00%

totalTotal outstanding shares 01.01.2012 257 530 750 Total outstanding shares 31.12.12 257 530 750 Average total shares in 2012 257 530 750 Average total undiluted shares in 2012 257 542 939

Earnings per share (year’s result Group / average total shares) -0.21 Undiluted earnings per share (year’s result Group / average total undiluted shares)

-0.21

At the ordinary general meeting on 23 May 2012, the Board of Agasti Holding ASA was granted authorisation to issue new shares in Agasti Holding ASA in one or several private and/or public placements. the authorisationappliesforupto25.5millionshareswithanominalvalueofNOK0.18,whichmeansthattheBoard can, in accordance with the authorisation, increase the share capital by up to NOK 4,590, 000. Any premium shall be added to the share premium reserve. If the nominal value of the shares should change within the period of authorisation, the authorisation shall be changed accordingly. the authorisation is valid until the next ordinary general meeting, but no later than 30 June 2013. the authorisation replaces the authorisation received at the general meeting of 25 May 2011.



note 9 share capital and shareholder information (continued)

Shares directly or indirectly owned or controlled by members of the Board and management employees as of 31 December 2012.

name officenumber of

sharesownership

stakeAlfred Ydstebø 1) CEO Agasti Holding ASA 36 984 947 14.36%Ole Peter Lorentzen 2) Board Member Agasti Holding ASA 22 170 950 8.61%Stein Morten Bjelland CEO Acta Asset Management AS 25 000 0.01%Geir Inge Solberg CEO Obligo Investment Management AS 335 000 0.13%Christian Tunge CFO Agasti Holding ASA 600 000 0.23%Jørgen Pleym Ulvness 3) CEO Agasti Capital Markets AS 1 395 000 0.54%Stein Aukner 4) Vice Chairman of the Board Agasti Holding ASA 137 500 0.05%Ole Jørgen Jacobsen CEO Navigea Securities AS 218 697 0.08%Robert Bergerud CEO Acta Kapitalforvaltning AS 15 000 0.01%Morten Flørenæss CEO Agasti Business Services AS 10 000 0.00%Christian Kvist CEO Navexa Securities AB 77 0.00%Erling Meinich-Bache Board Member Agasti Holding ASA and Agasti Capital Markets AS 0 0.00%Merete Haugli Chairman of the Board Agasti Holding ASA 0 0.00%Pia Gideon Board Member Agasti Holding ASA and Navexa Securities AS 0 0.00%Jörgen Rexö Board Member Navexa Securities AB 0 0.00%Fredrikke Aaeng 5) Board Member Navigea Securities AS 6 222 0.00%Morten Bjørnsen Chairman of the Board Navigea Securities AS and Navexa

Securities AB0 0.00%

Sissel Knutsen Hegdal 6) Board Member Agasti Holding ASA and Navigea Securities AS 0 0.00%Geir Lie 5) Board Member Navigea Securities AS 0 0.00%Harald Sig. Pedersen Board Member Acta Kapitalforvaltning AS 0 0.00%Eirik Iversen Board Member Acta Kapitalforvaltning AS 0 0.00%Harald Jochum De Lange 6) Board Member Navigea Securities AS 0 0.00%

1)OwnedbyCoilInvestmentGroupASandWunderlichSecuritiesInc.2)OwnedbyLudvigLorentzenASandExtellusAS 3)OwnedbyColdevinInvestAS 4) Owned by Stein Aukner and Invest-Man AS 5) left the position in January 2013 6) Entered into the position as Board Member in Navigea Securities AS January 2013

Remuneration based on share value – stock options

name office

number of stock options

01.01.2012

Awarded during the

year

exercised/

redeemed during the

year

expiredduring

the year

number of stock options 31.12.12

Cost of stock

options 3)

Alfred Ydstebø 1) CEO Agasti Holding AS0

1 500 000 0 0 1 500 000 138

Geir Inge Solberg CEO Obligo Investment Management AS 555 000 0 0 368 333 186 667 127

Christian Tunge 2) CFO Agasti Holding ASA 445 000 1 250 000 0 305 000 1 390 000 213 Jørgen Pleym Ulvness

CEO Agasti Capital Markets AS 0 1 750 000 0 0 1 750 000 161

Stein Morten Bjelland CEO Acta Asset Management AS 215 000 200 000 0 148 333 266 667 56

Ole Jørgen Jacobsen CEO Navigea Securities AS 200 000 1 250 000 0 66 667 1 383 333 200 Robert Bergerud CEO Acta Kapital-

forvaltning AS 90 000 200 000 0 56 667 233 333 31 Morten Flørenæss CEO Agasti Business

Services AS 250 000 250 000 0 143 333 356 667 89 Christian Kvist CEO Navexa Securities AB 140 000 500 000 0 106 667 533 333 74

1) Entered into the position August 2012. 2)ActingCEOfromMarchtoAugust2012.3) Amounts in NOK 1,000.

No Board Members or other employee representatives have stock options in Agasti Holding ASA.



Note 10 Dividends

In 2011, no dividend was paid. the Board has not proposed that a dividend be paid for 2012.

Note 11 Current receivables

All amounts in thousands of NOK 2012 2011 Accrued/non-received revenues 32 496 36 744Pre-paid costs 20 843 18 596Miscellaneous current receivables 3 016 11 104total current receivables 56 355 66 445

Note 12 Financial assets – Marketable securities

Book value of financial assets

All amounts in thousands of NOK Holding company 2012 2011 Shares in various investment portfolios Acta Kapitalforvaltning AS 29 991 15 367Shares in Deliveien 4 Holding AS Navigea Securities AS 750 750Interests in Key Recovery Special Investments Limited Class (NOK/EUR/SEK)

Navigea Securities AS 1 451 0

total current receivables 32 192 16 117

Acta Kapitalforvaltning AS has acquired shares in investment portfolios in connection with the settlement of client issues. the client has been paid the value of the shares plus any compensation in exchange for Acta Kapitalforvaltning AS acquiring the shares. the investment portfolios are priced four times a year, on 15 March, 15 June, 15 September and 15 December. the pricing carried out on 15 March and 15 September are based on valuations made by independent parties. Interests in the investment portfolios are recognised in the accounts at the last known price, set on 15.12.2012, written down by a liquidity premium of 10%.

SharesinDeliveien4HoldingASarerecognisedatnominalvalueandsharesinKeyRecoveryarerecognisedat the last traded price.

the risk in these investment portfolios lies in the price development in the portfolios, which is affected positively or negatively by changes in market prices, foreign exchange rates or interest rates.

Note 13 Provisions and other current liabilities

All amounts in thousands of NOK 2012 2011 Accrued expenses, unpaid wages, holiday pay, etc. 46 890 43 240 Provisions for exit risk (ref. Note 19) 0 2 080 Kickbacks to clients 4 382 53 986 Provisions for estimated compensation to clients and process costs relating to received customer complaints 35 448 33 422 Provision for liquidation costs 20 230 34 506 Other current liabilities 1 785 28 409 total provisions and other current liabilities 108 734 195 644

ProvisionsKickback to

clientsCompensation clients

Balance 01 January 2012 53 986 33 422 Accrued 2012 4 382 13 162 Provision reversed in 2012 -53 986 -11 136Provision applied in 2012 4 382 35 448 Balance 31 December 2012 4 382 35 448 Current 4 382 35 448



since the company may be responsible for errors or omissions in the advice in certain cases, somethingwhichtheARNhasalsoascertained,both economically and in terms of reputation. Economically, the maximum exposure is estimated tobearoundSEK168million,providedthatalltheplaintiffs win their claims, and that lost equity must also be compensated. Any legal costs and accrued interest will be in addition. Acta Kapitalforvaltning ASdisputestheclaims.Regardingreputationaldamage, much of this has already occurred, in that the case has circulated in the media since September2008.

In January 2009, the Norwegian Financial Services ComplaintsBoard(Finansklagenemnda)announcedits ruling on a complaint against a major Norwegian bank’s sale of two leveraged structured products. the Board’s decision was not unanimous. three of the five members voted in favour of the complainant. Immediately after the verdict was announced, the bank stated that it would comply with the decision of the Board. In the winter, the NorwegianSupremeCourttookupthematterand a decision is expected to be announced in the spring. Acta Kapitalforvaltning AS notes that the matter is related to two specific products from a particular bank. Acta Kapitalforvaltning AS deems that a comparison with all structured products is not justified. Acta Kapitalforvaltning AS believes that the risk of a group action lawsuit from customers who have chosen to invest in similar products distributed by the company and which may result in major losses, are relatively limited. Unlike the bank, which has been the customer’s financial advisor, lender, producer and organiser, Acta Kapitalforvaltning AS has only been responsible for financial advice in relation to its customers. Acta Kapitalforvaltning AS admits liability for the advice given. the risk of a group action is also considered to be relatively limited because of the fact that all advice is given on an individual basis.

note 13 Provisions and other current liabilities (continued) Provisionsaremadeforestimatedcompensation to clients and process costs relating to received customer complaints. the estimates are based on concrete evaluations of the advisory itself, in relation to the relevant laws and regulations at the time of the agreement with the customer, and assessment of necessary legal assistance to secure a professional and thorough treatment of customer complaints. the provisions are made in order to meet potential future claims for compensation from clients, and are carried out following a thorough review of complaints in the subsidiaries Acta Kapitalforvaltning AS and Acta Asset Management AS.Compensationforclientswillthereforehavelessof an impact on the Group’s accounts in the period ahead. the provisions will be able to obtain a liquidity effect during the coming years. Just under 450 dissatisfied investors, who during the years 2006 and 2007 invested in bonds issued by lehman Brothers, and which were distributed by Acta Kapitalforvaltning AS, a subsidiary of Agasti Holding ASA, have brought legal action against Acta Kapitalforvaltning AS.

the investors dispute the obligation to repay the loans to the bank, and have also turned to Acta Kapitalforvaltning AS as advisor to claim coverage for any loan that is not covered by the bank, and in certain cases, lost equity. Acta Kapitalforvaltning AS considers the risk linked to these actions to be relatively limited, since the company is only responsible for the advisory service, and this is provided on an individual basis. this assessment is also supported by the Swedish National Board for ConsumerComplaints(ARN),whichinMarch2010reached the principle decision that Acta Kapitalfor-valtning AS is not liable towards investors due to inexpedient advice in connection with the bankruptcy of lehman Brothers. Acta Kapitalfor-valtning AS expects that the court will come to the sameconclusionastheARN.Thelegalactionsthathave now been brought against Acta Kapitalforvalt-ning AS do however, involve a certain level of risk,



Note 14 Income taxes

All amounts in thousands of NOK 2012 2011 Tax payable on the year’s taxable earnings 0 26 344Corrected tax previous year 164 -598Recognised change in deferred tax -6 310 -22 016Year’s tax expenses 6 146 3 730Effective tax rate 1) 10.2% -5.5%

specification of assets and liabilities by deferred tax

All amounts in thousands of NOK 2012 2011 Operating assets 2 522 2 766Accounting provisions 19 624 22 525Profit and loss account 163 108Loss to carry forward 2) 47 048 34 530total deferred tax assets 69 357 59 929

Deferred tax assets not included in the balance sheet 19 797 17 489net deferred tax assets 49 560 42 440

Deferred tax assets in Norway are related to losses carried forward and temporary differences between the recognised value and tax value of assets that will be released over the remaining lifetime of the asset, and recognised provisions that will be released over a period of three years. In Sweden, deferred tax assets are related to losses carried forward until January 2011.

In Norway, the Agasti Group has had taxable income for the last two years. the Group’s management believes it is reasonably certain that the Group in Norway will be able to utilise the tax benefit as the temporary differences are released. In Sweden during 2012 a comprehensive restructuring was carried out, which will involve a significant reduction in annual costs. the Group’s executive management deems it reasonably certain that a sufficient taxable profit will be achieved in both countries in the next two to five years, and thus consider the net assets in the deferred tax assets recorded in the balance sheet as of 31 December 2012 reasonable. losses carried forward have no maturity date.

Reconciliation of actual against estimated tax expense

All amounts in thousands of NOK 2012 2011 Net income before taxes -60 020 -68 270 Calculated tax cost (28%) -16 806 -19 116 Tax rate outside Norway 1 459 1 167 Permanent differences (28%) 3) 1 554 4 190 Change in deferred tax assets from change in tax rate in Sweden 2 750 0Deferred tax assets not included in the balance sheet 4 897 17 489 Actual tax expenses 6 146 3 730 Effective tax rate 1) 10.2% -5.5%

1) tax expenses in relation to pre-tax profit. 2) Deferred tax assets are related to losses carried forward in 2012 in Norway as well as losses carried forward in

Sweden to 2010. Deferred tax assets related to losses carried forward in Sweden in 2011 and 2012 are entered against the profit and loss account against the change in equity.

3) Does not include non-deductible costs, such as representation, client events and gifts, as well as estimated benefits of distributed options.



Note 14 Income taxes (continued)

tax payable in balance sheet calculated as follows:

All amounts in thousands of NOK 2012 2011 Tax payable on net income for the year 0 26 344total tax payable on balance sheet 0 26 344

Reconciliation of net deferred tax/tax assets

All amounts in thousands of NOK 2012 2011 Net deferred tax/tax asset 01 January 2012 42 440 20 436Booked via income statement 6 310 22 016Booked via other income and expenses 0 0Conversion differences 810 -12net deferred tax/tax asset 31.12.12 49 560 42 440

On 1 August 2009 Agasti Holding ASA entered into a consultancy agreement with the then chairman and shareholder Alfred Ydstebø, corresponding to 35 percent of full time employment. During the period from 1February2012untilAlfredYdstebøwasemployedasnewChiefExecutiveOfficerinAugust2012,theconsultancy agreement with Ydstebø was extended to 50 percent of full time employment. the agreement wasterminatedasof15August2012.For2012,NOK625,000,excludingVAT,hasbeenexpensedinaccordance with this agreement. In August 2012 the Group entered into an exclusive strategic alliance withWunderlichInvestmentCompany,Inc.,inwhichAlfredYdstebøhasacontrollinginterest.Inorder to strengthen the alliance, USD 2.5 million was invested in the form of a convertible bond. In February 2013, throughitswhollyownedsubsidiaryAgastiCapitalMarketsAS,AgastiHoldingASAacquired100percent of the shares in Wunderlich Securities AS. An agreement to purchase the first 50 percent was entered into in August 2012. this company was also controlled by Alfred Ydstebø. Beyond this, there have been no material transactions between the company and share holders, the board of directors or management. Potentialconflictsofinterestbetweentheboardofdirectorsandthesegroupsaredealtwithbytheboardofdirectors.

Internal trading in the Group is carried out in accordance with separate agreements and at arm’s length, and settlement of common costs in Agasti Holding ASA and Agasti Business Services AS is divided between the Group companies in accordance with keys, depending on the future of the various costs.

Note 15 Related parties



Note 16 Financial risk

the Agasti Group’s exposure linked to financial instruments is limited to liquidity held in the form of bank deposits. At the end of 2012, the Group has limited interest-bearing liabilities and therefore has no interest rate risk related to borrowed capital. the financial market risk is otherwise limited to future income being affected by changes in market prices of the company’s products, as well as general market fluctuations. An increased total number of customer complaints may result in an increased risk of legal action against the Group, but the risk of class action etc., being successfully taken against the Group is assessed as being relatively low. Future portfolio income will vary with fluctuations in market prices of the client portfolios beingmanaged.Currencyriskisnotsignificant,andismainlylinkedtopartoftheGroup’sbusinessoperationsbeingcarriedoutinSweden.Creditriskislimitedtocurrentreceivablesandisnotassessed as being significant.

the effect on the Group’s earnings and equity of the change in the exchange rate of the values entered in the balance sheet in foreign currency, including assets and liabilities linked to the Group’s operations in Sweden segment, is shown in the table below.

Unit Currency

Change in the noK exchange

effect on net income before tax effect on equity

All amounts in thousands of NOK 2012 2011 2012 2011

Earnings converted from SEK SEK +5% 410 -6 924 295 -4 986-5% -410 6 924 -295 4 986

Invoiced income SEK +5% 6 - 4 0-5% -6 0 -4 0

Invoiced income USD +5% 343 0 247 0-5% -343 0 -247 0

Invoiced income EUR +5% 4 0 3 0-5% -4 0 -3 0

Long-term receivables USD +5% 696 0 501 0-5% -696 -501 0

Current receivables SEK +5% 811 8 584 6 -5% -811 -8 -584 -6

Current liabilities SEK +5% -439 -4 179 -316 -3 009 -5% 439 4 179 316 3 009

Unlisted shares SEK +5% 272 0 196 0-5% -272 0 -196 0

Bank deposits SEK +5% 900 1 480 648 1 066 -5% -900 -1 480 -648 -1 066

Bank deposits DKK +5% 1 -156 0 -112 -5% -1 156 -0 112

Bank deposits USD +5% 277 -1 691 200 -1 218 -5% -277 1 691 -200 1 218

Bank deposits EUR +5% 139 3 189 100 2 296 -5% -139 -3 189 -100 -2 296

Bank deposits GBP +5% -15 -4 -10 -3 -5% 15 4 10 3



Note 17 Subordinated capital – Agasti Group

Agasti Holding ASA is subject to capital adequacy requirements on a consolidated basis, cf. § 9-21 of the SecuritiesTradingAct.Calculationofsubordinatedcapitalandcapitaladequacyper31December2012 is in accordance with the statement below.

All amounts in thousands of NOK 2012 2011 subordinated capitalCore capital 184 332 235 131Deduction for deferred tax asset 49 560 42 440Deduction for goodwill and other intangible assets 43 637 43 867net subordinated capital 91 135 148 824

Capital adequacyNet subordinated capital 91 135 148 824Risk-weighted calculation basis 131 193 159 550Capital adequacy measured in percent 69.5% 93.3%Capital adequacy – authorities’ requirement in percent 8.0% 8.0%surplus/deficit of subordinated capital 38 139 101 132

From 1 January 2007, new capital adequacy regulations in line with the EU countries came into force in Norway.ThenewregulationsarebasedonthemainprinciplesoftheBaselCommittee’sreportofJune2004.Consolidatedcapitaladequacyrequirementsasper31December2012areestimatedbasedonthehighestof the requirements for the securities companies plus cover for credit risk calculated based on the Group’s combined assets. For Acta Asset Management AS and Navigea Securities AS, the requirement at the end of 2012 is estimated to be NOK 35 million and NOK 19 million respectively, of which NOK 33 million and NOK 14millionrespectivelyistocoveroperationalriskandtheremainingcapitalistocovercreditrisk.Currentcalculations show that the consolidated capital adequacy requirement for 2013 for Acta Asset Management is reduced to approximately NOK 27 million, while the requirement for Navigea Securities AS is increasing frorm NOK 19 million to approximately NOK 42 million.

Note 18 Assets pledged as collateral and guarantees

Booked liabilities that are secured with collateral etc.:

All amounts in thousands of NOK Borrower Credit limit 2012 2011- Overdraft facility SpareBank 1 SR-Bank Agasti Holding ASA 30 000 20 840 0total 30 000 20 840 0

Agasti Holding ASA has an overdraft facility with a limit of NOK 60 million. In use of the overdraft, SpareBank1SR-BankhascollateralinthesharesoftheGroup’ssubsidiaries,listedbelow.Inaddition, the Group’s subsidiaries have made a declaration of negative pledge.

Book value of financial assets pledged as collateral (AllamountsinthousandsofNOK) 2012 Shares in Navigea Securities AS 49 738Shares in Navexa Securities AB 10 000Shares in Obligo Investment Management AS 1) 2 512Shares in Agasti Capital Markets AS1) 4 950Shares in Agasti Business Services AS 10 727Shares in Acta Asset Management AS 16 008Shares in Acta Kapitalforvaltning AS 24 213Shares in Acta Kapitalförvaltning AB 487total book value of financial assets 118 637

1) Incorporated 2012



note 18 Assets pledged as collateral and guarantees (continued)

InMay2008,AgastiHoldingASApledgedanunconditionalloanguaranteefor50%ofaloanwithanominalvalue of NOK 15 million provided by a third party. On 31 December 2012, the remaining loan constituted NOK 16.8million,includingaccruedinterest.Basedonanoverallassessment,AgastiHoldingASAhasallocatedNOK 5.1 million to cover any losses resulting from the guarantee. the provision is equivalent to 60 percent of the expected payment under the guarantee.

Note 19 Exit liability for long-term unit-linked savings schemes in Sweden

Navexa Securities AB, a subsidiary of Agasti Holding ASA markets and manages perennial unit-linked saving agreements in Sweden for several insurance companies. In the first half of 2009, Navexa accrued for a part of the savings plans, a significant part of the overall distribution remuneration for the entire savings period throughthecustomers’paymentofthefirstyear’ssavings(up-front).Distributionremunerationfromsuchagreements received by Navexa in the first year requires that the insured party saves in accordance with the agreed savings plan. In the event of discontinued saving, Navexa has an exit liability that can result in the repayment of all or part of the distribution remuneration. the liability is reduced over time, typically in that 100 percent of the received remuneration must be repaid if saving is discontinued in the first year, 90 percent if saving is discontinued in the second year, 70 percent if saving is discontinued in the third year, 60percentifsavingisdiscontinuedinthefourthyearandzeropercentintheeventoflaterdiscontinuanceof saving. In 2012, Navexa received SEK 50 thousand in up-front payment of provisions income from subscriptions to saving agreements. there is no withheld revenue for new savings agreements in 2012. Further details are shown in the table below.

All amounts in thousands of NOK 2012 2011Provisions for future exit risk per 01 January 2 080 3 476 Withheld revenues on new savings agreements (15%) 0 18 Exit value -2 299 -3 468 Additional provisions 182 2 080 Exchange rate effect previous year’s provisions 38 -27 Provisions for future exit risk per 31 December 0 2 080

Cancellationrequirementsin2012areprimarilyrelatedtosavingsagreementsenteredintointhefirsthalfof2009 or earlier. Any remaining risk of cancellation is considered to be insignificant and as of 31.12.2012 there is no provision for any future cancellation requirement.

Note 20 Events after balance sheet date

Viaitswhollyownedsubsidiary,ObligoInvestmentManagement AS, as of January 2013, Agasti Holding ASA has taken over the management of all structures that clients of the Agasti Group have investedinwithinPrivateEquity,infrastructureandrenewable energy. In November 2012, with effect from January 2013, a similar agreement was entered intowithABGSundalCollieronthemanagement of all our clients’ investments within property and shipping. the latter also included a buyout of the companiesABGSundalCollierRealEstateASandABGSundalCollierRealEstateInc.ObligoInvestment Management will acquire 100 percent of the shares in both these companies for NOK 45 million, plus an additional payment of between NOK8and11million.In2012,ABGSundalCollier

RealEstateAShadaturnoverofNOK27.8millionand a net income of NOK 9.3 million. In 2012, ABG SundalCollierRealEstate,Inc.hadaturnoverofNOK 12.7 million and a net income of NOK 4.6 million (averageexchangeratein2012of5.82).TheGrouphas not finalised the acquisition analysis but preliminary estimates indicate that the estimated added value in the order of NOK 35-40 million will be related to Goodwill. Included in the value of the goodwill are client relationships, employees with special skills and expected synergies with the Group’s existing business. Obligo and the companies included in the transaction complement each other very well and will be an even stronger player in the Nordic market for Investment Management of investment companies. the transaction is in line with



Obligo’s stated ambitions to enhance its presence within the area of Investment Management, and will in the short and long term, help to enhance the Group’s competitiveness significantly. these are companies with which the Agasti Group has a long history, and that have a portfolio managed by 10 highly qualified employees. In January 2013, Finansinspektionen informed Agasti Holding ASA that the company application to acquire the Swedish provider of savings and investmentsservices,H&PFondförvaltningAB was denied. Agasti Holding ASA has appealed the decision. On08February2013,throughitswhollyownedsubsidiaryAgastiCapitalMarketsAS,AgastiHolding ASA acquired 100 per cent of the shares in Wunderlich Securities AS for NOK 11.25 million. Partofthesettlementwasundertakenviaaprivateplacement, where the sellers subscribed to 3,500,000 shares at 1.20. In 2012, Wunderlich Securities had a turnover of NOK 13.4 million and anetincomeofNOK-0.8million.TheGrouphas

note 20 events after balance sheet date (continued)

not finalised the acquisition analysis but preliminary calculations indicate that the estimated added value in the order of NOK 2 million will be related to Goodwill. Included in the value of the goodwill are client relationships, employees with special skills and expected synergies with the Group’s existing business. Wunderlich Securities has a strong position within the energy/oil services, real estate and private equity sectors, which is among the sectors in which the Agasti Group should have a leading position. the Agasti Group and Wunderlich Securities have worked closely over the past six months to establish what is about to become one of the most experienced and competent teams within real estate, private equity, energy and oil services. Full integration between the companies means that we can fully harness the potential and synergies between the two environments when we come to assist clients with advisory services and provision of capital market transactions.

Oslo, 19 March 2013



Alfred Ydstebø CEO


incoMe stAteMent - ngAAp

AGAstI HoLDInG AsAtHe CoMPAnY’s InCoMe stAteMent 1 JAnUARY 31 DeCeMBeR nGAAP


operating revenues 13 258 11 344

Wages and salaries 2 10 231 9 658

Depreciations 4 7 17

Other operating expenses 3 10 609 12 861

total operating expenses 20 847 22 536

operating earnings 7 589 11 192

Income on investments in subsidiaries 21 884 90 422

Other financial income 3 3 153 3 778

Write-downs, investments in subsidiaries 5 44 083 144 462

Financial expenses 3 277 5 356

net financial items 19 323 55 618

net income before taxes 26 912 66 810

Income taxes 11 4 963 22 022

net income 31 875 88 832

Effective tax rate -18.4% -33.0%


BAlAnce sHeet - ngAAp

AGAstI HoLDInG AsA CoMPAnY BALAnCe sHeet As oF 31 DeCeMBeR 2012 nGAAP


Assets

noncurrent assets

Deferred tax assets 11 1 431 1 431

total intangible assets 1 431 1 431

Leasehold improvements 4 0 1

Machinery, fixtures and equipment 4 13 19

total fixed assets 13 20

Investments in subsidiaries 5 118 637 89 746

Other receivables 8 41 976 41 976

total financial assets 160 613 131 722

total noncurrent assets 162 057 133 173

Current assets

Current receivables 9,10 48 397 100 797

total receivables 48 397 100 797

Bank deposits 5 546 28 869

total bank deposits and investments 5 546 28 869

total current assets 53 943 129 666

total assets 216 000 262 839


BAlAnce sHeet - ngAAp

AGAstI HoLDInG AsA CoMPAnY BALAnCe As oF 31 DeCeMBeR 2012 nGAAP


eQUItY AnD LIABILItIes

equity

Share capital 6,7 46 356 46 356

Share premium reserve 7 27 786 27 786

Other paid-in equity 7 88 621 88 163

total paidin equity 162 763 162 305

Other equity 7 306 32 181

total retained earnings 306 32 181

total equity 163 069 194 486

Liabilities

Accounts payable 222 852

Liabilities to credit institutions 20 840 0

Tax payable 11 0 14 325

Taxes and public fees payable 623 515

Provisions and other current liabilities 9,10 31 246 52 661

total liabilities 52 931 68 353

total equity and liabilities 216 000 262 839


cAsH FloW stAteMent - ngAAp

AGAstI HoLDInG AsA CoMPAnY CAsH FLoW stAteMent 1 JAnUARY 31 DeCeMBeR nGAAP

All amounts in thousands of NOK 2012 2011

operating activities

Net income before tax expenses -26 912 -66 810

Received group contribution – taken to income -21 884 -90 421

Taxes paid in reporting period -14 325 -8 615

Depreciations 7 17

Write-downs 44 083 144 462

Stock option programme 458 910

Change in accounts payable -630 53

Change in other receivables -19 885 -3 632

Change in other accruals 10 242 17 140

net cash flow from operating activities 28 845 6 897

Investing activities

Payments for acquisition of fixed assets 0 -18

Payments for investments in subsidiaries -73 147 -25 800

net cash flow from investing activities 73 147 25 818

Financing activities

Proceeds from received Group contribution and dividends 90 422 41 386

Disbursed outstanding Group contribution -32 593 0

Payment of dividends 0 -25 753

Purchase of own shares 0 -360

Sales of own shares 0 259

net cash flow from financing activities 57 829 15 532

net change in bank deposits, shortterm investments, bank overdrafts, etc. 44 163 17 183

Bank deposits, short-term investments, bank overdrafts, etc. as per 01.01. 28 869 46 052

Bank deposits, shortterm investments, bank overdrafts, etc. as per 31.12. 15 294 28 869

Unused overdraft facilities 9 160 60 000

Bank deposits and investments 5 546 28 869

Bank overdrafts -20 840 0

net bank deposits and bank overdrafts as per 31.12.12 15 294 28 869


notes to tHe coMpAnY Accounts

notes to tHe CoMPAnY ACCoUnts

Note 1 Accounting principles

1.1 Basis for preparation of the company accountsthe annual accounts for 2012 are set up in accordancewiththeAccountingActof1998,Norwegianaccountingprinciples(NGAAP)andgenerally accepted Norwegian accounting best practice(NGRS).Theannualaccountsconsistofthe income statement, balance sheet, cash flow statement and notes. the annual accounts constitute a whole. the most important accounting principles that are used in the preparation of the annual accounts are as follows:

1.2 CurrencyMonetary items in foreign currencies are valued at the year-end exchange rate. Other assets and liabilities in foreign currency are valued according to general valuation regulations.

1.3 RevenueRevenuesmainlyconsistofsalesofGroupservicesto other companies in the Agasti Group. Income is entered in the accounts when it is earned. Entry of income normally occurs at the time of delivery for the sale of services.

Dividends and Group contributions from subsidiaries are recorded in the same year in which they are earned in the underlying companies, and when such distributions are expected to be resolved, and are included in the underlying companies’ annual accounts.

Interest income is entered as it is earned.

1.4 expensesExpenses are included with and expensed simultaneously with the income that the expenses areattributableto.Coststhatcannotbedirectlyattributed to income are expensed when incurred.

Interest and fees are entered as these are earned as income or incurred as costs.

1.5 Defined contribution pension schemes Obligations for contributions to defined contribution pension schemes are entered as expenses in the income statement when incurred.

1.6 sharebased payment transactionsEmployee stock options are measured at the actual value at the time of distribution. the stock options are valued according to the Black and Scholes model. the calculated value is recognised as a personnel costs, with a corresponding entry in other paid-in equity. the cost is divided over the period until the employees become unconditionally entitled to the stock options.

1.7 Main rule for valuation and classification of assets and liabilitiesAssets intended for permanent ownership or use are classified as fixed assets. Other assets are classifiedascurrentassets.Receivablesthatshall be paid within a year are classed as current assets. Equivalent criteria are used as the basis for the classification of long-term and current liabilities.

Fixed assets are valued at historical cost, but written down to actual value when the reduction in value is not expected to be temporary. the write down is reversed when the basis for the write down no longer exists. Fixed assets with a limited economic lifetime are depreciated in accordance with a depreciation plan. long-term loans are recorded at the nominal received value at the time of establishment.

Currentassetsarevaluedatthelowestofthecostvalue and actual value. long-term liabilities are recorded at the nominal received value at the time of establishment.

1.8 shares in subsidiariesIn Agasti Holding ASA’s company accounts, shares in subsidiaries are valued in accordance with the cost method. Group contributions are entered in the parent company’s accounts as income in investment in subsidiaries under financial items, in the extent to which the distribution relates to the earnings accrued in the holding period. Other received Group contributions are entered as a reduction of cost priceoftheshares.ProvidedGroupcontributionsnet after tax are entered as increased investment in subsidiaries.



Note 2 Salary costs, total employees, remuneration, loans to employees, etc.

All amounts in thousands of NOK 2012 2011

Salaries 5 398 5 402

Bonus/profit sharing 673 0

Pension costs, defined contribution plans 141 142

Estimated benefit options scheme 458 910

National insurance contributions 1 238 1 007

Other benefits 2 324 2 197

total 10 231 9 658

Average total full-time equivalent positions 3.4 4.0

Benefits paid to employees in leading positions:

All amounts in thousands of NOK Period salary 1)

Contribution based pension

schemeBonus/profit

sharing other

Alfred Ydstebø 2) CEO (from August 2012) 2012 1 150 17 191

2011 12

Christian Tunge 3) Chief Financial Officer 2012 2 296 51 639 17

2011 1 694 47 15

1) Salaries etc. are shown for the period in which employees in leading positions have been in the post. 2) Chairman of the Board until August 2012 after which he was appointed CEO. 3) Acting CEO from March to August 2012.

operating leasing agreementsleases where the most significant risks and returns associated with ownership of the asset are not acquired by the company are classified as operating lease agreements. lease payments are classified as an operating expense, and are recognised linearly over the contract period.

1.12 Use of estimates Management has used estimates and assumptions that affect the income statement and the valuation of assets and liabilities, as well as contingent assets and liabilities on the balance sheet date during the preparation of the annual accounts in accordance with generally accepted accounting principles.

1.13 Contingencies and events after the balance sheet dateContingentlossesthatareprobableandquantifiableare expensed.

1.14 Cash flow statementthe cash flow statement is prepared according totheindirectmethod.Cashandcashequivalentsinclude cash, bank deposits and other short-term liquid investments.

1.9 ReceivablesReceivablesarerecordedatnominalvaluelessprovisionsforexpectedlosses.Provisionsforlossesare made on the basis of an individual analysis of the individual receivables.

1.10 taxestax expenses consist of tax payable and the change in deferred tax. Deferred tax/tax assets are calculated on all differences between accounting and tax values of assets and liabilities. Deferred tax iscalculatedat28%basedonthetemporarydifferences that exist between the accounting and tax values, and tax loss carried forward at the end of the financial year. Net deferred tax assets are recognised to the extent that it is likely that it could be utilised.

tax expenses and deferred tax are entered in the accounts directly against equity insofar as the tax items relate to items recognised directly against equity.

1.11 Leasing agreementsAgasti Holding ASA’s leasing agreements are entered in the accounts in accordance with the following rules:

note 1 Accounting principles (continued)



Benefits to employees in leading positionsTheCEO’sremunerationisdeterminedbytheBoard’s remuneration committee. the Board’s remu-neration committee sets guidelines for remuneration of other employees in senior positions, including fixed salaries and the principles for and scope of bonus schemes.

Employees in leading positions have ordinary bonus agreements with annually fixed limits, and normally limited to between 40 and 200 percent of basic salary, depending on position. the estimated accrued bonus is expensed on an on-going basis.

TheCEOandCFOhaveagreementswith12months’salary following termination of service if they are dismissed without just cause or as a result of major changes in duties e.g. merger or acquisition.

the Agasti Group established a defined contribution pension scheme for all permanent employees in Norway and Sweden with effect from 1 January 2005. In Norway, the contribution rate for 2012 was four percent of fixed salaries between 1G and 6G and six percent of fixed salaries between 6G and 12G. In relation to the requirements regarding mandatoryoccupationalpensions(OTP)that came into force on 1 July 2006, Agasti Group has a pension plan, which exceeds the minimum requirement of two percent of salary over 1G up to 12G.

In 2009, the Board of Agasti Holding ASA distributed share options to selected members of the Group’s management group in accordance with anoptionprogrammelaunchedin2008.In2009, it was decided to replace this option programme with a three year incentive programme that covers all employees in the Group. In 2012, the Board of Directors of Agasti Holding ASA adopted a new incentive scheme for selected managers in the Group. the scheme is part of a long-term incentive scheme for Agasti managers, which will contribute to creating positive results and attracting new employees as well as retaining existing employees. At the time of the approval of the annual accounts, atotalof2,837millionshareoptionshavebeenallocated to employees of Agasti Holding ASA, ofwhich1.5milliontotheCEO.Theallocationisinaccordance with the authorisation granted by the annual general meetings on 6 May 2009, 11 May 2010, 25 May 2011 and 23 May 2012.

the options allocated in 2009 and 2010, which remained outstanding at the start of 2012, all became due during 2012 without any redemption taking place. the options allocated in 2011 with an expiry date in 2012 became due without redemption taking place. the redemption price for the options is NOK 3.14 for options allocated in February 2011 and NOK 1.33 for options allocated in August 2012. the redemption price for the options shall be reduced by the accumulated dividends paid out during the period after allocation of the options. No dividend was paid for the financial year 2009. the dividend for the financial year 2010 was set at NOK 0.10 per share at the Agasti Holding ASA general meeting. No dividend was paid for the financial year 2011. For the financial year 2012, the board of Agasti Holding ASA has proposed to the company’s general meeting not to pay dividend to its shareholders. 1/3 of the stock options granted in February and May 2011 can be exercised by primary insiders and a specific group of other employees in 2013 and 1/3 in 2014, for both years, the options must be exercised within specified periods. 1/3 of the share options that were allocated in February and May 2011 became due in 2012, without any redemption taking place. Share options granted to other employees in February 2011, can be redeemed at 100% within specified periods in 2013. Share options that were granted to selected managers in the Group in August 2012 can be redeemed in 2013 at 1/3 in 2013, 1/3 in 2014 and 1/3 in 2015, for all years the options must be exercised within specified periods. At the end of 2012, the sharepricewasNOK1.38.


For further information, please refer to note 3 in the Consolidatedaccounts.



Benefits paid to board members:

Board member fee 1)

All amounts in thousands of NOK Position Period 2012 2011

Alfred Ydstebø 2) Chairman of the Board (until August 2012) 390 370

Merete Haugli Chairman of the Board (from August 2012) 0 0

Board Member (until August 2012) 290 250

Stein Aukner Vice Chairman of the Board 200 200

Pia Gideon 3) Board Member 129 200

Ole Peter Lorentzen Board Member 0 200

Sissel Knutsen Hegdal Board Member (from June 2012) 0 0

Erling Meinich-Bache Board Member (from June 2012) 0 0

1)Board Members’ fees etc. are shown for the period in which the Board Member has held the office. 2)ChairmanoftheBoarduntilAugust2012afterwhichhewasappointedCEO. 3)AmountconvertedfromSEKtoNOKusingtheexchangerates86.425in2011and85.89in2012.



Note 3 Combined items in the income statement All amounts in thousands of NOK 2012 2011 Costs relating to premises 304 348IT costs 5 7Fees for auditors, lawyers and consultants 6 346 7 514Telephone and postage costs 95 96Travel activities 702 534Marketing activities 592 1 156Other operating expenses 2 565 3 206total other operating expenses 10 609 12 861

Statutory audit 269 347Other audit-related services 95 105Assistance with tax return, etc. 0 25Other services excluding auditing 1 334 2 552total auditing fee 1 698 3 029ThefeesaregivenexcludingVAT.

Group interest income 2 835 2 712Interest, bank deposits 304 1 066Other financial income 14 0total financial income 3 153 3 778

Group interest costs 166 173Bank interest and fees 110 82Guarantees - expensed 0 5 100total financial expenses 277 5 356



Note 4 Fixed assets All amounts in thousands of NOK 2012 2011 Leasehold improvementsOriginal cost per 1 January 155 155original cost per 31 December 155 155

Accumulated depreciations per 31 December 155 154entered value per 31 December 0 1Year’s depreciations 0 2Economic lifetime 4 - 5 years 4 - 5 yearsDepreciation plan linear linear

Machinery, fixtures and equipmentOriginal cost per 1 January 205 187Additions by separate acquisition 0 18original cost per 31 December 205 205

Accumulated depreciations per 31 December 192 185entered value per 31 December 13 20Year’s depreciations 7 15Economic lifetime 4 - 5 years 4 - 5 yearsDepreciation plan linear linear

Annual rental of nonrecorded assets Leasing agreements, premises, including common costs 226 278Rental external meeting facilities 14 0Rental, parking facilities 17 21Leasing agreements, various machinery and equipment 9 6total 265 305

Note 5 Shares in subsidiaries

All amounts in thousands of NOKCompany

Year of acquisition

Registered office

Value entered in the balance

equity31.12.12

net income 2012

Navigea Securities AS 2010 Oslo 49 738 49 847 8 558 Navexa Securities AB 2000 Stockholm 10 000 1 777 -27 064 Obligo Investment Management AS 2012 Oslo 2 512 8 127 4 647 Agasti Capital Markets AS 2012 Oslo 4 950 1 916 -3 175 Agasti Business Services AS 2001 Stavanger 10 727 5 053 -2 444 Acta Asset Management AS 1998 Stavanger 16 008 32 990 -17 359 Acta Kapitalforvaltning AS 1998 Stavanger 24 213 24 213 -6 838 Acta Kapitalförvaltning AB 2008 Stockholm 487 438 -5 total 118 637 124 361 43 677

In 2012, the shares in Acta Kapitalforvaltning AS are written down by NOK 5.9 million to equal the book value of NOK 24.2 million. Future cash flow is valued at 0, and the value of shares in the company is assessed at the company’s equity of NOK 24.2 million.

Agasti Holding ASA has in 2012 provided shareholder funding to Navexa Securities AB at a total of SEK 45.0million,equivalenttoNOK38.2million.EnteredvalueofthesharesNavexaSecuritiesABiswrittendown to equivalent shareholder funding provision in 2012.

tittel



Note 6 Share capital and shareholder information

Share capital in the company per 31 December 2012 consisted of 257,530,750 shares, each with a nominal valueofNOK0.18.Thereisonlyoneshareclass.

For further information, please refer to note 9 in the Group accounts.

Note 7 Equity

All amounts in thousands of NOK share

capitalshare premium

accountother paid

in equityother

reserves totalequity 1 January 2011 46 356 27 786 87 253 121 115 282 510 Change in equity for the year:Net income -88 832 -88 832 Purchase of own shares -23 -338 -360 Sales of own shares 23 236 259 Stock option programme 910 910 equity 31 December 2011 46 356 27 786 88 163 32 181 194 486

equity 1 January 2012 46 356 27 786 88 163 32 181 194 486 Change in equity for the year:Net income -31 875 -31 875 Stock option programme 458 458 equity 31 December 2012 46 356 27 786 88 621 306 163 069

At the ordinary general meeting on 23 May 2012, the Board of Agasti Holding ASA was granted authorisation to issue new shares in Agasti Holding ASA in one or several private and/or public placements. the authorisationappliesforupto25.5millionshareswithanominalvalueofNOK0.18,whichmeansthattheBoard can, in accordance with the authorisation, increase the share capital by up to NOK 4,590,000. Any premium shall be added to the share premium reserve. If the nominal value of the shares should change within the period of authorisation, the authorisation shall be changed accordingly. the authorisation is valid until the next ordinary general meeting, but no later than 30 June 2013. the authorisation replaces the authorisation received at the general meeting of 25 May 2011.

Note 8 Long-term receivables

Borrower(AllamountsinthousandsofNOK) Loan date Maturity 2012 2011 Acta Kapitalforvaltning AS 31.12.07 31.12.17 24 976 24 976Acta Asset Management AS 31.12.07 31.12.17 17 000 17 000total 41 976 41 976

long-term receivables consist of subordinate loans to the subsidiary companies Acta Kapitalforvaltning AS and Acta Asset Management AS, provided as a part of the management of the companies’ subordinate capital.Theinterestrateconditionsare3monthsNIBORwithanadditional300basispoints.

tittel



Note 9 Outstanding accounts with Group companies and related parties

All amounts in thousands of NOK 2012 2011 Acta Kapitalforvaltning AS 531 2 538Acta Asset Management AS 3 3Agasti Business Services AS 8 082 2 292Navigea Securities AS 19Acta Kapitalforvaltning AB 11 11Agasti Capital Markets AS 16 065Navexa Securities AB 4 063 5 325Group contribution (net) from Navigea Securities AS 11 236 82 500Group contribution from Obligo Investment Management AS 6 900Group contribution from Agasti Business Services AS 7 922total intercompany receivables 46 892 100 609

Acta Asset Management AS 9 763 3 849Obligo Investment Management AS 10 967Navexa Securities AB 55Navigea Securities AS 378Group contribution (net) to Acta Asset Management AS 930Group contribution to Acta Kapitalforvaltning AS 32 593total intercompany liabilities 22 092 36 441

Note 10 Current receivables and other current liabilities

All amounts in thousands of NOK 2012 2011 Outstanding accounts with Group companies 46 892 100 609 Pre-paid costs 311 69 Miscellaneous current receivables 1 195 119 total current receivables 48 397 100 797

Outstanding accounts with Group companies 22 092 36 441 Accrued expenses, unpaid wages, holiday pay, etc. 1 955 1 972 Other current liabilities 7 199 14 248 total other current liabilities 31 246 52 661

tittel



Note 11 Income taxes

All amounts in thousands of NOK 2012 2011 Tax payable on the year’s taxable earnings 0 14 324Difference between tax return and accounts 12 -15Change deferred tax 1 -1 414Tax effect of received Group contributions -631 0 Tax effect of provided Group contributions 5 580 9 126 Year’s tax expenses 4 963 22 022Effective tax rate 1) -18.4% -33.0%

net income before tax expenses in relation to year’s tax base Net income before tax expenses -26 912 -66 810

temporary differences:Change temporary differences -5 5 049

Permanent differences:Write-downs of shares in subsidiaries 44 083 144 462Estimated benefit options 458 910Other non-deductible items (net) 53 87Provided Group contribution, taxable -19 930 -32 593Difference between tax return and accounts 0 53Received Group contributions (taxable) charged to investments in subsidiaries 2 253 0tax base for the year 0 51 158

specification of tax effect of temporary differences Non-current assets -11 -12 Accounting provisions -5 100 -5 100 net temporary differences 5 111 5 112 net deferred tax (+)/deferred tax assets () on balance sheet 1 431 1 431

tax payable in balance sheet calculated as follows:Tax payable on net income for the year 0 14 324Paid too much/too little tax previous year 0 0total tax payable on balance sheet 0 14 324

Reconciliation of actual against estimated tax expense Net income before tax expenses -26 912 -66 810 Calculated tax cost (28%) 7 535 18 707

specification of other tax effectsArrears from previous years 12 Permanent differences (28%) 2) 12 486 40 729 Difference between tax return and accounts 0 0 Group contribution/dividend without tax effect (28%) 0 - Year’s tax expenses 4 963 22 022 Effective tax rate 1) -18.4% -33.0%

1) tax expenses in relation to pre-tax profit.2) Does not include non-deductible expenses, such as representation and various customer events, individual gifts and non-deductible foundation costs, option costs and write-down of investments in subsidiaries.

tittel



Note 12 Assets pledged as collateral and guarantees

Pledged assets (AllamountsinthousandsofNOK) Credit limit 2012 2011Booked liabilities that are secured with collateral etc.:Overdraft SpareBank 1 SR-Bank 30 000 -20 840 0total 30 000 20 840 0

Agasti Holding ASA has an overdraft facility with a limit of NOK 30 million. In use of the overdraft, SpareBank1SR-BankhascollateralinthesharesintheGroupsubsidiarieswiththeexceptionofObligoRealEstateASandObligoRealEstate,Inc.Inaddition,theGroup’ssubsidiarieshavemadeadeclarationofnegativepledge.Forfurtherinformation,pleaserefertonote18intheGroupaccounts.

GuaranteesInMay2008,AgastiHoldingASApledgedanunconditionalloanguaranteefor50%ofaloanwithanominalvalue of NOK 15 million provided by a third party. On 31 December 2012, the remaining loan constituted NOK 16.8million,includingaccruedinterest.Basedonanoverallassessment,AgastiHoldingASAhasallocatedNOK 5.1 million to cover any losses resulting from the guarantee. the provision is equivalent to 60 percent of the expected payment under the guarantee.

In addition, Agasti Holding ASA has pledged unconditional guarantees for individual tenancy agreements entered into by the subsidiaries. the rental guarantees have a remaining duration of between one to five years.Thetotalguaranteeobligationfortheseasat31December2012isNOK6.8million.

Note 13 Restricted bank deposits

All amounts in thousands of NOK 2012 2011 Tax withholdings 538 480total 538 480

Note 14 Financial risk

For information regarding the company’s financial risk, please refer to note 16 in the Group accounts.

Note 15 Events after balance sheet date

Viaitswhollyownedsubsidiary,ObligoInvestmentManagementAS,AgastiHoldingASAhastakenoverthemanagement of all structures that clients of the Agasti Group have invested in within private equity, infrastructure and renewable energy. In November 2012, with effect from January 2013, an agreement was enteredintowithABGSundalCollierNorgeASAonthemanagementofallourclients’investmentswithinpropertyandshipping.ThelatteralsoincludedabuyoutofthecompaniesABGSundalCollierRealEstateASandABGSundalCollierRealEstateInc.

In January 2013, Finansinspektionen informed Agasti Holding ASA that the company application to acquire theSwedishproviderofsavingsandinvestmentsservices,H&PFondförvaltningABwasdenied.AgastiHolding ASA has appealed the decision.

InFebruary2013,throughitswhollyownedsubsidiaryAgastiCapitalMarketsAS,AgastiHoldingASAacquired 100 percent of the shares in Wunderlich Securities AS. An agreement was reached on acquisition ofthefirst50percentinAugust2012.Partsofthesettlementwereconductedthroughaprivateplacementin which the sellers signed up for 3,500,00 shares at 1.20.

For further information, please refer to note 20 in the Group accounts.

tittel



Oslo, 19 March 2013



Alfred Ydstebø CEO


conFirMAtion

Confirmation

We confirm that the annual accounts for the period 1 January through 31 December 2012 have, to the best of our knowledge, been prepared in accordance with accounting standards, that the information in the accounts provides a fair representation of the company’s and the Group’s assets, liabilities, financial status and overall earnings, and that the information in the annual report provides a fair overview of the development, result, and status for the company and the Group, together with a description of the main risk and uncertainty factors that the company and the Group face.

Oslo, 19 March 2013



Alfred Ydstebø CEO


Auditor´s report

Annual Report 2012 A year of major changesmb.cision.com/Main/987/9408754/118483.pdf · AGASTI...

Documents

Transcript of Annual Report 2012 A year of major changesmb.cision.com/Main/987/9408754/118483.pdf · AGASTI...