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Global Tender Barges ASA Annual Report 2009 The business activity of the company is to operate and invest in assets, shares and other securities in various business sectors and industries

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Page 1: Global Tender Barges ASA Annual Report 2009 - · PDF fileGlobal Tender Barges ASA Annual Report 2009 ... GTB started the year with three tender rigs operating and by com-pleting the

Global Tender Barges ASAAnnual Report 2009The business activity of the company is to operate and invest in assets, shares and other securities in various business sectors and industries

Page 2: Global Tender Barges ASA Annual Report 2009 - · PDF fileGlobal Tender Barges ASA Annual Report 2009 ... GTB started the year with three tender rigs operating and by com-pleting the
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Global Tender Barges ASA – Annual Report 2009 – Page 3

Financial Key Figures 4CEO Update 5History and Development of GTB Group 6Management Group and Board of Directors 8Company Operations 9Investor Information/Corporate Governance 10Articles of Association 11Directors Report 12Statement of Responsibility 14 Consolidated financial statementsConsolidated Income Statement 16Consolidated Statement of Comprehensive Income 17Consolidated Statement of Financial Position 19Consolidated Statement of Cash Flow 20Consolidated Statement of Changes in Equity 21Notes to Consolidated Financial Statements 22 Financial statements - parent companyIncome Statement 47Statement of Financial Position 48Statement of Cash Flow 50Notes to Financial Statements 51

Auditor’s Report 65

ContentsContents

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Financial Key Figures

(USD 000) 2009 2008

Income statement - continuing operationsRevenue 3 958 4 511EBITDA (13 616) (2 454)EBIT Operating profit / loss (14 636) (5 361)Profit/loss before tax (30 220) (2 485)Net profit/loss (11 688) (5 879)

Balance sheetTotal non-current assets 545 286 798 Total current assets 124 128 89 397 Total assets 124 673 376 195

Total non-current interest bearing debt - 138 503 Total equity 119 334 134 298 Total equity and liabilities 124 673 376 195

Cash flow - continuing operationsNet cash from operating activities (6 649) 645 Net cash flow from investing activities 97 438 (225 119)Net change in cash and cash equivalents 73 373 (68 953)Cash and cash equivalents at end of period 121 886 40 886

Other key figuresEarnings per share (NOK) (0.03) (0.01)Average share outstanding (million) 415.5 805.3 Share price at year end (NOK) 3.89 0.43 Market capitalisation (MNOK) 1 616 346

Financial Key Figures

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CEO Update

CEO Update

2009 was a year of change for GTB.

GTB started the year with three tender rigs operating and by com-pleting the last part of obtaining seismic data off India to complete the project for Indian company Reliance, started in 2008. By the completion of this project the company’s industrial activities within seismic surveying ended. On 28 May, the company changed name from Global Geo Services ASA to Global Tender Barges ASA.

The company defined in 2008 a loan to Spectrum ASA and PC 2000 as assets outside the core business. After overall assessment in June 2009, it was decided to redeem the loan below face value. The decision was based on the risk that the borrower would not be able to meet its commitments as borrower and operator and responsible for seismic survey boat GGS Atlantic, for which GTB still has a secondary guarantee versus the boat owners up until the end of 2012. In hindsight, the proceeds from the redemption of the loan have proved to be positive, in discussions with the company’s loan syndicate with regard to refinancing loans in the third quarter.

PC 2000 has been up for sale throughout the year. It has not been possible to formalise a sale before the end of the year, but there are indications that interest is increasing.

The Board of Directors and Management group agreed during the year that the company needed to identify alternatives to become more attractive to the rig and capital markets. The company there-

fore initiated a strategic process to identify opportunities. After initial discussions with several industrial traders, it became clear that the best alternative was to sell to a company with the same owners as the owners of the operating company on board the rigs. On 2 November, the sale was completed and the proceeds are now placed as bank deposits with the major Norwegian banks.

The company got a new main shareholder in November, who also was majority shareholder in a company that wanted to merge with GTB. Negotiations did not materialize. The company continuously assess alternatives for industrial development of the company. The GTB organisation is scaled in accordance with the company’s activities. Currently there are two permanent employees, two on contract and an Excecutive Chairman of the Board. Support functions are outsourced to external partners.

In February 2010 the company again got a new main shareholder. The Hong Kong registered Oceanus International Investment Company Ltd, a subsidiary In the Chinese HNA Group, aquired 33.3% of the shares.

Jon A. EldeCEO/CFO GTB ASA

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History and Development of GTB Group

History and Development of GTB Group

1999The Company was formed

as Global Geo Services ASA (“GGS”) in order to invest in the collection of multi client

2D and 3D seismic data offshore Iran in the Persian

Gulf and the Oman Sea. The surveys are named PC 2000.

2007Share issue of total NOK 986 million.

2007Acquired control of the 2D

seismic vessel GGS Atlantic through a bare boat agreement.

2005Spectrum Energy and Informa-tion Technology Ltd, a seismic

niche player providing non-exclusive surveys, seismic data processing and electronic data

management services, was acquired.

2009In June 2009, GTB ASA and Spectrum ASA

agreed on an early redemption of

Spectrum ASA’s debt to GTB ASA at a lower amount than face value.

2008Drilling contracts finalized and transferred.

Rig finance structure finalised by a USD 170 million loan through a syndicate led by Lloyds

Banking Group, also involving Bank of Scotland, Landsbanki and the Norwegian

Export Credit Agency (Eksportfinans).

2000Listed on

The Oslo Stock Exchange.

2008Nescos AS

activities were sold to the oil service company Ziebel AS for Ziebel AS shares. Nescos

AS renamed GGS Invest AS.

2007The company got two new share-

holders; Spencer Energy and

Ferncliff DAI.

2008The seismic activi-

ties except PC 2000, was acquired by the spun-off company

Spectrum ASA for NOK 275 million, including a NOK 150 million loan, and listed on the Oslo

Axess exchange.

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History and Development of GTB Group

2005GTB and BGP International Equipment agreed to estab-lish the 50/50 joint venture company GeoBridge Pte in Singapore to target the seismic market in the Asia Pacific region with multi

client surveys.

2009Global Geo Services ASA

became Global Tender Barges ASA.

2009The rig business with

the three tender barges was sold for a consider-

ation of USD 229 million inclusive debt.

GTB received USD 100 million for the shares in

GTB Pte Ltd.

2001Nescos AS, a compa-ny developing drilling equipment utilising its intelligent well system,

was acquired.

2004The Singapore registered

company Continuity Solutions Pte Ltd (CSPL), an early phase company involved in exploration

consulting, seismic contracts and multi client project management, was

acquired.

2007Acquired 3 ten-der barges for a

total consideration of USD 216 million.

2010Evaluation process of strategic

possibilities proceeding. Substantial dividend capac-ity. New main shareholder; the Hong Kong registered

Oceanus International Investment Company Ltd,

subsidiary in the Chinese HNA Group, 33.3%.

2004Expanded its seismic

business by entering into a partnership with the Chi-nese oil services company BGP International Equip-ment for investments in

multi client surveys in the Asian Pacific.

2009New main share-

holder, Sector Asset Management (UBS

AG, London Branch), purchased 33.3% of

the shares.

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Management Group

Gunnar Reitan (1954), Executive Chairman of the boardGunnar Reitan has been the chairman of the Board since June 2008. He was deputy CEO of the SAS Group up to August 2007, after 15 years as deputy CEO and group CFO. Gunnar Reitan has broad international experience over the last 20 years both at executive and Board level within aviation and travel industries, ship-ping, finance & insurance and real estate. He is now Executive Chairman of Strata Marine & Offshore AS, which is an oil service group within engineering and precision machining production. He holds several other Board positions in listed companies and private limited companies.

Tone Bjørnov (1961) Tone Bjørnov holds a degree in business administration from the Norwegian School of Management (BI), as well as qualifications in French and IT from the University of Oslo. She had a long career with DnB NOR in which she held several management positions. Tone Bjørnov is now a full time board member in sev-eral public and private Norwegian companies.

Svein Eggen (1950) Svein Eggenhas broad international offshore industry experience and has held a number of leading positions within the Aker system. He took part in the building up and leading of Aker Maritime from the start in 1996 and further establishment of the company Aker Maritime Inc. in the United States. In the period 2001-2005 Svein Eggen was the President and CEO of Technip Offshore Inc. Mr. Eggen is today an investor and holds a number of board positions.

Ingrid Leisner (1968) Ms. Leisner has previously worked as Head of Portfolio Management for Electric Power in Statoil Norge AS. She also has a background as a trader of different oil and gas products in Statoil Hydro ASA. Mrs. Leisner holds a Bachelor of Business degree (siviløkonom) with honors from University of Texas at Austin. She is currently on the board of Imarex ASA, and on the board of International Maritime Exchange AS. Mrs. Leisner is a Norwegian citizen and resides in Oslo, Norway.

John Ove Ottestad (1949)John Ottestad has a long career in Norsk Hydro in which he has held several positions at senior management level. Presently John Ottestad acts as Senior Advisor to Norsk Hydro’s Corporate Management, following his tenure as Executive Vice President and CFO from 2002 until May 2009. Ottestad has a broad experience from international business, including board member-ship and chair of listed and private companies and public institutions. John Ottestad graduated from the Norwegian University of Science and Technology (NTNU).

Jon Elde (1968), CEO/CFOElde has been employed by GTB since February 2008. He has previously worked as the CFO of Ringnes, part of the Carlsberg Group, and in corporate development in Orkla and cor-porate finance KPMG. Elde holds a MBA from Manchester Business School and a BS grade from the University of Southern California.

Management Group and the Board of Directors

Board of Directors

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Company Operations

Company Operations

Global Geo Services ASA

Global Tender Barges AS GGS Invest ASContinuitySolutions Pte. Ltd.

Global Tender Barges AS owned, through the 90 % owned subsid-iary Global Tender Barges Pte. Ltd. three tender barges. After the sale of the rigs, there is no activity in the company.

Continuity Solutions Pte Ltd. was bought in 2005 and acts under the laws of Singapore. CSPL was involved in consulting within sur-veys, seismic contracts and multi client project management. There is no activity in the company.

GGS Invest AS changed its name from Nescos AS after GTB sold the operations of Nescos to Ziebel AS in February 2008. GGS Invest AS holds approximately 4.3 % of the shares and a bond loan in Ziebel AS. Ziebel AS is active within oil well technology.

The business of Global Tender BargesGTB comprises of ownership of the PC 2000 seismic data set, GGS Invest and CSPL Singapore, and a substantial cash position.

GTB has completed a large 2D seismic survey, the PC-2000 (the Persian Carpet 2000), which covers the entire Iranian part of the Persian Gulf and Oman Sea. GTB has a 10 year exclusive right until 2012 on sales of the multi-client seismic data. The PC-2000 is a 2D seismic survey placed under an exclusive agreement between GTB and the National Iranian Oil Company (NIOC). The survey was funded 100% by GTB and investments totalled NOK 710 million. In addition to the 2D seismic data, GTB has collected gravity data over much of the PC-2000 survey area. Further, GTB has collected 3D data over three areas in the Iranian Persian Gulf.

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Corporate GovernanceGTB’s corporate governance principles aim to provide long-term value creation for shareholders, employees, other stake-holders and society in general. The structure of GTB will be de-veloped accordingly. The Board of Directors manages business risk through suitable control and support mechanisms.

GTB believes openness and transparency are essential when it comes to gaining and maintaining the trust of shareholders, stake-holders, the business community and the general public. We regard trust as vital to sustaining a good reputation and profitable value development. As a company listed on the Oslo Stock Exchange, the company is subject to Norwegian securities law and Norwegian stock exchange rules. The Norwegian Code of Practice dated 7 December 2004, and revision of 4 December 2009, is based on Norwegian legislation for limited companies, auditing, the stock exchange and securities.

The Board of Directors of GTB has decided to provide its corporate governance statement in line with the Norwegian Code of Practice for Corporate Governance.

Compliance with the code of practice for corporate governanceWith one exception; GTB will, due to the seize, not have Supervisory Board, the company fulfils the Norwegian Code of Practice for Corporate Governance published by the Norwegian Corporate Governance Board (NCGB) in December 2004, and later amendments. The board and management continuously evaluate processes and policies in accordance with NCGB. The board and management are continuously working to develop and renew pro-cesses and procedures according to Code of Practice for Corporate Governance.

Investor Information

SHARE INFORMATIONGlobal Tender Barges ASA was listed on the Oslo Stock Exchange under the name of Global Geo Services in 2000 and is traded under the ticker GTB. The 20 largest shareholders owned 57.5 % of the outstanding shares at year-end 2009. The largest shareholder in GTB as at 31 December 2009 was Sector Asset Management (UBS AG, London Branch) with 33.3 %. As at 31 December 2009, the share price was NOK 3.89 which corresponds to an increase of 50.8 % during 2009.

FINANCINGAs at 31 December 2009, GTB had no interest bearing debt.

SHARE PRICE DEvELOPMENT

Investor Information/Corporate Governance

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Articles of Associationas of 31 December 2009

Article 1 - Company nameThe company name is Global Tender Barges ASA. The company is a public limited liability company.

Article 2 - Business municipalityThe registered office of the company is in Oslo.

Article 3 - The business of the companyThe business activity of the company is to operate and invest in assets, shares and other securities in various business sectors and industries.

Article 4 - Share capital and sharesThe share capital of the company is NOK 80,527,668.70 divided into 134 212 781 shares with a nominal value of NOK 0.6 each.

Article 5 - The Board of DirectorsThe Board of Directors shall have between three and seven mem-bers. The members are elected for a period of two years at the time. The Chairman of The Board of Directors is elected at The General Meeting. The elections shall be facilitated such that not all members are on election at the same time.

Article 6 - Nomination committeeThe company shall have a nomination committee consisting of one to three members. The members are elected for a period of two years at the time. The elections shall be facilitated such that not all members are on election at the same time.

Article 7 - The General MeetingThe annual general meeting shall consider and decide the following:1. Approval of the annual financial statement and the annual

report, including the distribution of dividends.2. Election of board members and the auditor (if up for election).3. Other matters that by law or these articles pertain to the general

meeting.

If documents related to matters that shall be dealt with by the gen-eral meeting is made available for the shareholders on the com-pany’s webpage, the general requirements in the Norwegian Public Limited Liability Companies Act that the documents shall be sent to all shareholders does not apply. This includes documents that according to law shall be included in or attached to the summons for a general meeting.

Articles of Association

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Directors Report 2009

GTB shall operate and invest in various assets. During 2009, the company’s rig operations consisting of three tender rigs were sold. The sale was agreed end of September, and completed beginning of November. GTB now has significant liquid holdings and a seismic multi-client library off Iran, called PC2000.

GTB’s head office is at Skøyen, Oslo.

Business activities in 2009The result for 2009 reflects the restructuring GTB has carried out after the rig operations were sold. In addition, GTB completed a seismic survey off India, which was started in 2008.

The company’s financial position and operating resultThe result from the rig operations is presented under Discontinued operations in the Consolidated income statement.

At year end 2009, the group reported revenues for continuing busi-ness USD 4.0 million, compared to USD 4.5 million in 2008. The reduction in revenues is due to lower level of seismic activities in 2009. Operating expenses amounted to USD 17.6 million. In 2008, operating expenses was USD 7.0 million.

Earnings before interest, taxes, write-downs, depreciation and amor-tization (EBITDA) was USD -13.6 million in 2009, compared to USD -2.5 million in 2008.

Amortization and depreciation amounted to USD 1 million, entirely amortisation of the PC2000 seismic library.

In 2009, operating loss was USD -14.6 million. In 2008, the operat-ing result was USD -5.4 million.

Net financial items were USD -15.6 million compared to USD 2.8 million in 2008. The loss before tax was USD -30.2 million in 2009, compared to USD -2.5 million in 2008.

For the parent company the revenues was NOK 43.4 million versus NOK 62.1 million in 2008. Operating profit was NOK -69.3 million, compared to NOK -79.5 million last year.

The Board proposes dividend of NOK 469.7 million. Dividend and the parent company’s loss for the year, NOK -276.5 million, are transferred to other equity.

The annual financial statements have been prepared on the basis of a going concern assumption and the Board hereby confirms that this assumption is valid.

Liquidity, financing and capital structureAs at 31 December 2009 the Group’s total assets amounted to USD 124.7 million. Total equity was to USD 119,3 million.

The net cash balance as at 31 December 2009 was USD 122.1 million compared to USD 42.8 million as at 31 December 2008. The net change in cash over the year was a positive USD 73.4 million. The change is mainly due to the sale of the rigs.

The parent company’s assets at 31 December 2009 were NOK 718.5 million. Equity amounted to NOK 217.3 million. After proposed dividend, NOK 469.7 million, free equity is NOK 136.8 million.

The stock market release regarding the tender rig transaction, communicated that a substantial part of the proceeds from the sale would be paid out as dividend. This was repeated in the extraordi-nary General meeting 9 December 2009, where also the reduction of the Share premium reserve, from NOK 826.3 million to NOK 0, was approved. The capital reduction will be used under the General meeting direction. The company is in position to pay dividend. The Board of directors proposes dividend of NOK 3.5 per share.

As at 31 December 2009 the Group had no interest bearing debt. GTB is positioned to meet its future commitments with own funds, also after payment of proposed dividend.

On 28 May 2009, the Annual General Meeting authorised the Board to increase share capital by up to 67 106 390 new shares and to purchase up to 10% of the outstanding shares. The mandates have not been used in 2009 and are valid until the Annual General Meet-ing in 2010.

HSE and organisationGTB aims to carry out safe and secure operations. The Group com-plies with national and international requirements and guidelines.

The Group had 2 employees as at 31 December 2009 and a good working environment with a sick leave rate of 1.2 %. The Group is actively committed to rehabilitation and adjusting the nature of work for any sick employees. 50% of the Group’s employees are female. The Board and management of the company focus on preventing any form of discrimination due to gender or race in relation to mat-ters such as pay, promotion and recruitment. The group complies with legislation on equal employment.

No serious injuries or accidents were reported in 2009.

The Board has drawn up general guidelines concerning the compensation and remuneration of the management group, which were approved by the Annual General Meeting in May 2009. The statement is based on the principle that the Group will strive to offer remuneration on market terms. The compensation and remunera-tion of the CEO is determined by the Board. The CEO determines the remuneration of the rest of the management group. Details of compensation for key executives and the CEO can be found in note 9 of the consolidated financial statements.

The environmentThe Group has minimal impact on the external environment.

Corporate governance reportThe GTB Board has decided to provide its statement on the Group’s corporate governance practices in accordance with the Norwegian Code of Practice for Corporate Governance dated 7 December 2004 and revisions of 4 December 2009. The Board fully endorses the statement and it will be revised every year by the Board.

The Board and Management have a good working relationship.

Shareholders and equityAs at 31 December 2009 GTB’s two largest shareholders were Sec-tor Asset Management (UBS AG, London Branch), with 33.3 % and Spencer Energy with 4.5%. As at 31 December 2009 the 20 largest shareholders owned 57.5 % of the outstanding shares. A more detailed presentation of shareholders and equity is provided in note 19 in this annual report.

Directors Report 2009

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Directors Report 2009

Risk managementGTB is exposed to a number of different risk factors. Interest rates in the money markets and the value of the US Dollar are two important factors for placing surplus liquidity. In addition the company faces risks due to contractual obligations related to the rig transaction and versus financial institutions where surplus liquidity is placed. Furthermore, fluctuations in the price of oil, capital markets, the market for seismic surveys and political situation in Iran are major risk factors linked to the value of PC2000.

GTB manages these risk factors by monitoring external risk factors itself, in consultation with external advisors and through internal reporting and control procedures. The Group’s risk factors are dis-cussed in more detail in note 4.

Market outlookThe Board would like to emphasise that there is some uncertainty associated with making future estimations and predictions. The financial markets are still subject to turbulence, with unstable oil

prices, share prices and severely restricted access to capital.

The company is financial stable with limited operations. The Board continuously work to develop possibilities for the shareholders best.

Based on the above review, the Board has a cautiously optimistic view of the company’s future prospects.

Events after balance sheet dateBergen Oilfield Services proposed a merger in November. The proposal was thoroughly discussed by the Board; negotiations did not materialize and was terminated in February 2010. The Board continues to assess strategic alternatives.

18 February 2010 the company got a new main shareholder. The Hong Kong registered Oceanus International Investment Company Ltd, a wholly owned subsidiary of the Chinese HNA Group, now owns 33.3 % of the shares.

Oslo, 2 March 2010

Gunnar ReitanChairman of the Board

Tone BjørnovMember of the Board

Ingrid LeisnerMember of the Board

Svein EggenMember of the Board

John Ove OttestadMember of the Board

Jon A. EldeCEO/CFO

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Today, the Board and CEO/CFO of GTB ASA reviewed and approved the Board of Directors report and the consolidated financial statements for the Group and that of the parent com-pany for the year ending December 31 2009.

We confirm that, to the best of our knowledge, that the financial statements for the period from 1 January to 31 December 2009 has been prepared in accordance with approved accounting standards and gives a true and fair view of the Group and the Company’s consolidated assets, liabilities, financial position and results of operations, and that the Report of the Board of directors provides a true and fair view of the development and performance of the business and the position of the Group and the Company together with a description of the key risks and uncertainty factors that the company is facing.

Statement of Responsibility

Oslo, 2 March 2010

Gunnar ReitanChairman of the Board

Tone BjørnovMember of the Board

Ingrid LeisnerMember of the Board

Svein EggenMember of the Board

John Ove OttestadMember of the Board

Jon A. EldeCEO/CFO

Statement of Responsibility

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GroupGroup

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Consolidated Income Statement

(USD 000) Note 2009 2008Continuing operationsSeismic revenues 7 3958 4 511 Total operating revenues 3 958 4 511

Payroll expenses 9 (1 968) (395)Other operating expenses 8 (15 606) (6 570)Total operating expenses (17 574) (6 965)

Earnings before interest, tax, depreciation, amortization and impairment (EBITDA) (13 616) (2 454)

Depreciation and amortization 13, 14, 18 (1 020) (2 907)Operating profit/ (loss) (14 636) (5 361)

Interest income 1 207 3 796 Interest expense 11 (22) (477)Net foreign exchange gain/(loss) 11 398 2 456 Other financial income - 1 205 Other financial expense 11 (17 167) (4 104)Net financial items (15 584) 2 876

Profit/(loss) before tax (30 220) (2 485)

Tax expense 12 (145) -

Net profit/(loss) for the year from continuing operations (30 365) (2 485)

Discontinued operationsNet profit/(loss) for the year from discontinued rig operations 6 18 677 (10 687)Net profit/(loss) for the year from discontinued seismic operations 6 - 7 293

Net profit/(loss) for the year (11 688) (5 879)Net profit/(loss) attributable to the equity holders of the parent (11 282) (5 000)Net profit/(loss) attributable to the Non controlling interests (406) (879)

Earnings per shareBasic, profit for the year attributable to ordinary equity holders of the parent 20 (0.03) (0.05)Diluted, profit for the year attributable to ordinary equity holders of the parent 20 (0.03) (0.05)

Earnings per share for continuing operationsBasic, profit from continuing operations attributable to ordinary equity holders of the parent 20 (0.07) (0.10)Diluted, profit from continuing operations attributable to ordinary equity holders of the parent 20 (0.07) (0.10)

Average shares outstanding 20 415 508 062 805 276 687 Average shares outstanding diluted 20 415 508 062 805 276 687

Consolidated Income Statement – Group

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(USD 000) 2009 2008Net profit/(loss) (11 688) (5 879)

Currency translation differences 4 439 (15 889)

Other comprehensive income/ (loss) for the period 4 439 (15 889)

Total comprehensive income for the period (7 249) (21 768)

Attributable to: Equity holders of the parent (6 843) (20 889)Non controlling interests (406) (879)

Consolidated Statement of Comprehensive Income

Consolidated Statement of Comprehensive Income

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Consolidated Statement of Financial Position - Assetsas at 31 December

(USD 000) Note 2009 2008Intangible non-current assetsMulti-client library 14 - 980

Tangible non-current assetsRigs 13 - 231 686 Other equipment 13 - 155

Other non-current assetsNon-current deferred costs 18 - 30 643 Non-current receivables 21 433 22 146 Investment in shares 21 112 1 188

Total non-current assets 545 286 798

Current assetsInventory 15 - 5 230 Current deferred costs 18 0 12 167 Trade receivables 4, 16, 21 1 378 25 796 Other receivables 4, 16, 21 671 3 370 Restricted cash 17, 21 193 1 948 Cash and cash equivalents 21 121 886 40 886

Total current assets 124 128 89 397

Total assets 124 673 376 195

Consolidated Statement of Financial Position - Assets

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(USD 000) Note 2009 2008Equity and liabilities

Equity attributable to equity holders of the companyPaid in equity 19 14 882 14 882 Share premium reserve - 152 701 Approved, not registered reduction of Share premium fund 152 701 Retained earnings (32 604) (21 322)Other reserves (15 645) (20 084)

119 334 126 177

Non controlling interests - 8 121

Total equity 119 334 134 298

Non-current liabilitiesNon-current deferred revenue 22 - 25 896 Non-current interest bearing debt 21 - 110 278 Other financial liabilities 21 - 2 329

Total non-current liabilities - 138 503

Current liabilitiesTrade payables 4, 21 673 35 701 Current interest bearing debt 21 - 37 500 Current deferred revenue 22 - 12 924 Taxes payable 12 - 4 716 Prepayment from customers - 3 180 Provisions 4, 23 4 666 9 374

Total current liabilities 5 339 103 395

Total equity and liabilities 124 673 376 195

Consolidated Statement of Financial Position - Equity and Liabilitiesas at 31 December

Consolidated Statement of Financial Position - Equity and Liabilities

Oslo, 2 March 2010

Gunnar ReitanChairman of the Board

Tone BjørnovMember of the Board

Ingrid LeisnerMember of the Board

Svein EggenMember of the Board

John Ove OttestadMember of the Board

Jon EldeCEO/CFO

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Consolidated Statement of Cash Flow

(USD 000) Note 2009 2008Operating activitiesProfit/(loss) before tax from continuing operations (30 220) (2 485) Finance income and expense 15 584 (2 876) Depreciation and amortisation 14 1 020 2 907 Working capital changes (3 145) (35 709) Taxes paid 12 (145) - Net cash flows from continuing operating activities (16 906) (38 163)Net cash flows from discontinued operating activities, Rig 10 257 37 961Net cash flows from discontinued operating activities, Seismic - 847Net cash flows operating activities (6 649) 645

Investing activitiesInvestment in fixed assets 13 - (390)Proceeds from sale of seismic business 6 - 24 603 Proceeds from sale of rig business 6 104 992 - Proceeds from sale of other assets - 2 786 Interest received 1 207 2 683 Net cash flows from continuing investing activities 106 199 29 682Net cash flows from discontinued investing activities, Rig (8 761) (251 319)Net cash flows from discontinued investing activities, Seismic (3 482)Net cash flows investing activities 97 438 (225 119)

Financing activitiesProceeds from borrowings 7 836 - Interest paid (22) - Net cash flows from continuing financing activities 7 814 - Net cash flows from discontinued financing activities, Rig (25 230) 152 886Net cash flows from discontinued financing activities, Seismic - 1 847 Net cash flows financing activities (17 416) 154 733

Net change in cash and cash equivalents continuing operations 97 107 (8 481)Net change in cash and cash equivalents discontinued operations, Rig (23 734) (60 472)Net change in cash and cash equivalents discontinued operations, Seismic - (788)Effects of exchange rate changes 5 872 (3 705)Restricted cash at January 1 17 1 948 21 778Restricted cash at December 31 17 193 1 948Cash and cash equivalents at January 1 40 886 94 502Cash and cash equivalents at end of period 121 886 40 886

Consolidated Statement of Cash Flow

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Consolidated Statement of Changes in Equity

Attributable to equity holders of the parent

(USD 000)Paid in equity

Share premium reserve

Retained earnings

Currency differences Total

Non controlling

interestsTotal

equityEquity at 1 January 2008 14 882 152 701 (16 322) (4 195) 147 065 - 147 065 Profit for the period - - (5 000) (5 000) (879) (5 879)Other comprehensive income - - - (15 889) (15 889) - (15 889)Total comprehensive income - - (5 000) (15 889) (20 890) (879) (21 769)Issue of share capital, non controlling interest * - - - - - 9 000 9 000 Equity at 31 December 2008 14 882 152 701 (21 322) (20 084) 126 176 8 121 134 297

* Capital increase in GTB Pte Ltd (USD 9 million) by non controlling interest.

Attributable to equity holders of the parent

(USD 000)Paid in equity

Share premium reserve **

Retained earnings

Currency differences

Total equity

Non controlling

interestsTotal

equityEquity at 1 January 2009 14 882 152 701 (18 874) (22 532) 126 177 8 121 134 298 Profit for the period - - (11 282) - (11 282) - (11 282)Other comprehensive income - - - 4 439 4 439 (406) 4 033 Total comprehensive income - - (11 282) 4 439 (6 843) (406) (7 249)Approved not registered reduction of share premium reserve - (152 701) 151 701 - - - -Issue of share capital, non controlling interest* - - - - - 1 667 1 667 Discontinued operations - - - - - (9 382) (9 382)Equity at 31 December 2009 14 882 - 120 097 (15 645) 119 334 - 119 334

* Capital increase in GTB Pte Ltd (USD 1.7 million) by non controlling interest. ** Approved, not registered reduction of share premium reserve was converted to free equity 2 March 2010.

The Board proposes that NOK 3.50 per share to be paid as dividend for the current financial year 2009.

Consolidated Statement of Changes in Equity

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Notes to Consolidated Financial Statements

Note 1 Corporate information 23Note 2 Basis of preparation 23Note 3 Significant accounting policies 24Note 4 Financial risk management 28Note 5 Business combinations 30Note 6 Discontinued operations 31Note 7 Revenues and segment information 32Note 8 Other expenses 34Note 9 Personnel expenses and employee benefits 34Note 10 Related parties 35Note 11 Financial items 36Note 12 Income tax 37Note 13 Property, plant and equipment 38Note 14 Intangible assets 39Note 15 Inventories 39Note 16 Trade and other receivables 39Note 17 Restricted cash 40Note 18 Deferred expenses 40Note 19 Share capital and shareholder information 41Note 20 Earnings per share 42Note 21 Financial instruments 42Note 22 Deferred revenues 44Note 23 Guarantees, commitments and contingencies 44Note 24 Group entities 45Note 25 Subsequent events 45

Notes to Consolidated financial statements

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Note 1 - Corporate informationGlobal Tender Barges ASA (GTB) is a public limited liability company incorporated and domiciled in Norway. The address of the domicile is Sjølyst Plass 2, 0278 Oslo. The principal activity of GTB is investing activities. The consolidated financial statements of GTB for year-end 2009 were approved by the Board of Directors (the Board) and the Chief Executive Officer (the CEO) on 2 March 2010.

Note 2 - Basis of preparationThe consolidated financial statements for GTB have been prepared in accordance with International Financial Reporting Standards (IFRSs), as adopted by the EU. The consolidated financial statements have been prepared on a historical cost basis except for financial instruments at fair value through profit and loss that are measured at fair value. The consolidated financial statements of GTB are prepared according to consistent principles for similar transactions. BASIS OF CONSOLIDATIONThe consolidated financial statements comprise the financial statement of GTB and its subsidiaries as at 31 December 2009. The financial state-ments of the subsidiaries are prepared for the same reporting year as the parent company, using consistent accounting policies. Subsidiaries are all entities where GTB has a controlling interest. A controlling interest is normally attained when GTB holds, directly or indi-rectly, more than 50 % of the voting rights and is capable of exercising financial and operational control over the company. The subsidiaries are consolidated from the date on which control is transferred to GTB. Correspondingly, they will no longer be consolidated from the date the control ceases. All intra-group balances, income and expenses and unrealized gains and losses resulting from intra-group transactions are eliminated in full. Non-controlling interests represent the portion of profit or loss and net assets that is not held by GTB and are presented separately in the consoli-dated income statement and within equity in the consolidated balance sheet, separately from parent shareholders’ equity. PRESENTATION AND CLASSIFICATION

Income statementThe income statement is presented by nature for revenues and expenses. Other comprehensive incomeEffects on equity not taken through profit and loss is presented separately in the statement of comprehensive income.

Balance sheetCurrent assets and current liabilities include items due in less than one year from balance sheet date and items tied to the operating business. Cash flow statementThe cash flow statement is prepared using the indirect method. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amount of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset and liability affected in future periods. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustments to the carrying amounts of the assets and liabilities within the next financial years are discussed below: Discontinued operationsOn 20 September 2009 GTB AS, a wholly owned subsidiary of GTB ASA resolved to enter into an agreement to sell its shares in GTB Pte Ltd (the “rig business”). The transaction was approved by the general meeting of GTB ASA on 12 October 2009, and completed on 2 November 2009. Results from the rig operation is presented as discontinued operations in the Income statement and in notes for 2009. The result includes estimates that are based on reasonable judgments. 2008 has been reclassified to show comparable figures.

For more details on the discontinued operations, see note 6.

GTB AS has given customary seller’s warranties relating to interim financial statements, tax and working capital, and it has also been given a parent guarantee to one of GTB Pte’s customers. Furthermore, GTB ASA guaranteed in 2008 for leasing obligations of the seismic vessel GGS Atlantic.

Management has considered, based on information available before and after the closing date, the need for accruals due to the warranties, see note 23.

ProvisionsProvisions are recognized when the Group has a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to any provision is presented in the income statement.

Notes to Consolidated Financial Statements

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Financial assets at fair value through profit or lossFinancial assets at fair value through profit or loss include financial assets held for trade and financial assets designated upon initial recognition at fair value through profit or loss. These assets are carried in the Statement of financial position at fair value with changes in fair value recog-nized in finance income or finance cost in the income statement.

Note 3 - Significant accounting policiesFOREIGN CURRENCy TRANSLATIONThe consolidated financial statements are presented in USD, whereas the functional currency for the parent company is NOK. The 2008 consoli-dated statements were presented in NOK. Assets and liabilities in 2008 are translated into USD at the rate of exchange prevailing at 31.12.2009, and the income statements are translated into USD at average exchange rates prevailing each reporting period. The exchange differences aris-ing on the translation are recognized in equity.

Functional currency is determined according to IAS 21 principles for each entity. Transactions in foreign currency are translated using the exchange rate in effect on the date of transaction. Monetary assets and liabilities in for-eign currency are translated into the functional currency using the exchange rate in effect on the balance sheet date. Exchange differences aris-ing from translations are recorded in the income statement. Non-monetary assets and liabilities measured at historical cost in foreign currency are translated using the exchange rate in effect on the date of transaction. Non-monetary assets and liabilities denominated in foreign currency, and recognized at fair value, are translated using the prevailing exchange rate on the date of the determination of the fair value. The assets and liabilities of the entity are translated into USD at the rate of exchange prevailing at the balance sheet date and the income state-ments are translated into USD using the average exchange rate. The exchange differences arising on the translation are recognized in other comprehensive income. On disposal of foreign entity, the deferred cumulative amount recognized in equity related to that particular foreign entity is recognized in the income statement. BUSINESS COMBINATIONSBusiness combinations are accounted for using the purchase method. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair values at the date of acquisition. DISCONTINUED OPERATIONSA discontinued operation is a component of the Group that has been disposed off or is classified as held for sale and represents a separate major line of business. A separate major line of business is a distinguishable component of the entity that is engaged in providing a group of products or services and that is subject to risk and rewards that are different from those of other separate major line of business. REvENUE RECOGNITIONRevenues from multi-client projects, contract seismic and processing are presented as seismic revenues. The majority of the seismic business was sold during 2008 and hence presented as discontinued operations. Seismic revenuesMulti-client projects are projects where GTB, at its own risk and expense, has conducted all or parts of the collection of geophysical data. The data can be sold to an unlimited number of customers.

Multi-client revenues are recorded when earned and when GTB has a binding agreement with the customer. Revenue from ongoing surveys is recognized according to the percentage of completion method. Determination of the percentage of completion is based on the amount of accrued expenses relative to the estimated total expenses of the survey. The survey is defined as completed on the date when the seismic data is col-lected and the vast majority of the data is processed. GTB recognizes the sale of seismic data for completed projects on the date of delivery. Contract seismic projects are projects where GTB collects predefined geophysical services on behalf of a customer. Revenue from contractual seismic data is recognized when earned and according to the percentage of completion method. Revenue from the processing of seismic data is recognized at date of delivery.

Rig revenuesThe Group’s contracts are term contracts. These are contracts where the assignment is to operate the tender rigs for a specified period of time. For each contract the Group determines whether the contract is a multiple element arrangement and, if so, identifies all deliverables (elements). The determination of whether an arrangement is, or contains a lease, is based on the substance of the arrangement at inception date and con-siders whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset. All the Group’s contracts were multiple element arrangements, containing both a lease element and a drilling services element. The lease element is recognized to the income statement on a straight line basis over the lease period, starting from commencement date. Com-mencement date is when the customer according to the contract gets the user benefits and takes control of the tender rig, i.e. when the tender rigs are located on site at the oil fields. Any option periods are included in the lease period at the inception of the lease when GTB is reasonably certain that the lessee will exercise the option. The drilling services element is recognized in the period in which the drilling services are rendered (drilling period) at rates at fair value. Mobilization revenues are recognized on a straight line basis over the lease period, starting from commencement date.

Notes to Consolidated Financial Statements

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Reimbursements Reimbursements received for the purchase of supplies, equipment and other services at the request of GTBs customers and where GTB is responsible to the customer for providing the product in accordance with contract, are recognized as revenue. Interest incomeInterest income is recognized as interest accrues using effective interest method. OPERATING ExPENSES Direct incremental expenses of mobilization and customer specific investments according to the contracts are deferred and recognized on a straight-line basis over the lease period. Other rig operating expenses are expensed when incurred and presented as rig operating expenses.

Operating expenses, including general and administrative expenses, are expensed when incurred.

RIGS AND EqUIPMENTRigs and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Such costs include the cost of adding/replacing part of the rig and equipment when that cost is incurred and the recognition criteria are met. The carrying amount of those parts that are replaced is written off. Components which have significantly different useful lives are identified separately from the rig and depreciated over their respective useful lives. Depreciation is calculated on a straight line basis over the useful lives of the assets as follows: rigs 40 years and other components 2-40 years. That part of the rig’s costs which relates to SPS (special periodic surveys) is depreciated over the estimated time to the next scheduled SPS, normally 3-5 years. Calculated depreciation takes into account the asset’s residual value if significant. Rigs and equipment are de-recognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on de-recognition of the asset (calculated as the difference of the net disposal proceeds and carrying amount of the asset) is included in the profit and loss statement in the year the asset is derecognized. LEASESThe determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at inception date: whether fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset. Group as lesseeOperating lease payments are recognized as an expense in the income statement on a straight line basis over the lease term. Group as lessorLeases where the Group does not transfer substantially all the risks and benefits of ownership of the asset is classified as operating leases INTANGIBLE ASSETS Multi-client libraryThe multi-client library comprises completed projects that can be licensed to a number of customers. All direct costs related to data collection, processing and completion of seismic projects are capitalized. The multi-client library is capitalized at cost less accumulated amortization and ac-cumulated impairment losses. The PC2000 library is amortized on a straight line basis over 7 years, and is fully amortized as per 30 June 2009. IMPAIRMENT OF TANGIBLE AND INTANGIBLE NON-FINANCIAL ASSETSTangible and intangible non-financial assets are assessed for impairment at each reporting period and always when events occur or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When impairment is considered, the assets are grouped at the lowest level for which there are separate identifiable cash-generating units. Impairment is calculated as the difference between the asset’s carrying amount and the recoverable amount. The recoverable amount is the higher of the asset’s fair value less cost to sell and the value in use for GTB. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. When it is assumed that the asset’s recoverable amount is lower than its carrying amount, the asset is written down to the recoverable amount. The impairment amount is recognized in the income statement in those expense categories consistent with the type of the impaired asset. Previously recognized impairment losses are only reversed if there is no indication of impairment in the current year and there have been changes in the estimates used to determine the recoverable amount. The reversed amount cannot exceed the recoverable amount nor the carry-ing amount that would have been determined had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in profit or loss. FINANCIAL INSTRUMENTS Financial instruments within the scope of IAS 39 are classified as;• financial assets or financial liabilities at fair value through profit or loss• loans and receivables• held-to-maturity investments• available for sale financial assets• other financial liabilities GTB determines the classification of its financial instruments at initial recognition. GTB has no held-to-maturity investments or available for sale financial assets. Financial assets and financial liabilities are recognized initially at fair values and in the case of loans and borrowings, directly attributable transaction costs.

Notes to Consolidated Financial Statements

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The subsequent measurement of financial assets and liabilities depends on their classification as follows: Financial assets and liabilities at fair value through profit or lossThis category includes financial assets that are designated upon initial recognition at fair value through profit or loss and derivative financial instruments. Financial assets and liabilities at fair value through profit and loss are carried in the balance sheet at fair value with gains or losses recognized in the income statement. Loans and receivablesLoans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such financial assets are carried at amortized cost using the effective interest rate method. Gains and losses are recognized in the income statement when the loans and receivables are derecognized or impaired, as well as through the amortization process. Other financial liabilitiesOther financial liabilities include interest-bearing loans and borrowings that are subsequently measured at amortized cost using the effective interest method. Gains and losses are recognized in the income statement when the loans and receivables are derecognized or impaired, as well as through the amortization process. GTB assesses at each balance sheet date whether there is any objective evidence that a financial asset is impaired. A financial asset is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial rec-ognition of the asset and that loss event has an impact on the estimated future cash flows of the financial asset that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and where observ-able data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in economic conditions that correlate with default. BORROwING COSTSBorrowing costs are capitalized if a qualifying asset is being constructed. INvENTORIESInventories are stated at cost. TRADE AND OTHER RECEIvABLESTrade and other receivables are recognized initially at fair value and subsequently measured at cost adjusted for provision for any impairment. GTB reviews, on a regular basis, trade receivables for impairment based on the maturity and information about the customer’s financial position or other relevant information. CASH AND CASH EqUIvALENTSCash and cash equivalents comprise cash at bank and short-term deposits that can be immediately converted into a known amount of cash and have a maximum term to maturity of three months. Bank overdrafts are presented as current liabilities. TRADE AND OTHER PAyABLESTrade and other payables are recognized initially at fair value and subsequently measured at cost. SHARE-BASED PAyMENT TRANSACTIONSTransfer of GTB’ equity instruments by its shareholders to employees is considered share-based payment transactions within the scope of IFRS 2, unless the transfer is clearly for a purpose other than payment for services supplied to GTB. PENSIONSGTB has defined contribution plans. The defined contribution plan is a pension plan under which GTB pays fixed contributions to pension plans. GTB has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employees the ben-efits relating to employee service in the current and prior periods. GTB pays contributions to publicly or privately administered pension plans. The contributions are recognized as employee benefit expenses when they are due. Prepaid contributions are recognized as an asset to the extent that the cash refund or reduction in future payments is available. INCOME TAxIncome tax expense consists of taxes payable and the net change in deferred taxes arising as a result of temporary differences. Current tax as-sets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxations authori-ties. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the balance sheet date. Deferred taxes are calculated based on temporary differences between financial and taxable values, less taxable losses carried forward. Unrec-ognized deferred tax assets are reassessed at each balance sheet date and are recognized only to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. GTB operates in several countries with different tax regimes. In cases where withholding tax is a substitute for income tax (tax levied on multiple components of net income), GTB treats withholding tax as an income tax in accordance with IAS 12. This treatment does not include situations where withholding tax is collected by GTB on behalf of a third party (local or national government). PROvISIONSProvisions are recognized when GTB has a present obligation (legal or constructive) as a result of a past event and it is probable that the obliga-tion has to be settled and that a reliable estimate of the obligation can be made. CONTINGENT LIABILITIES AND CONTINGENT ASSETSContingent liabilities are defined as possible obligations that arises from past events whose existence depends on one or more future events not wholly within the control of the entity, or a present obligation that are not recognized because it is not probable that they will lead to an outflow or resources.

Notes to Consolidated Financial Statements

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Contingent liabilities are not recognized on the balance sheet unless arising from assuming assets and liabilities in a business combination. Significant contingent liabilities are disclosed unless the possibility of an outflow of resources embodying economic benefits is a remote one. Contingent assets are not accounted for unless virtually certain. SUBSEqUENT EvENTSAny adjusting events after the balance sheet date are accounted for in the financial statements. Information regarding these events is disclosed in the notes.

Non adjusting events are disclosed.

DIvIDENDSDividends are not recognized in the statement of financial position before they are approved by the general meeting. Only at this time the com-pany has a present obligation or claim on a future cash flow.

IFRS’S AND IFRIC’S ISSUED BUT NOT yET EFFECTIvE IFRS 3 (revised) Business CombinationsCompared to the existing IFRS 3, the revised IFRS 3 incorporates certain amendments and clarifications related to the use of the purchase method. This includes issues such as goodwill in business combinations achieved in stages, minority interests and contingent considerations. Transactions costs other than share and debt issuance costs will be expensed as incurred. IFRS 3 (R) is effective for annual periods beginning on or after 1 July 2009. The Group expects to implement IFRS 3 (R) as of 1 January 2010. IFRS 9 Financial InstrumentsIFRS 9 replaces the classification and measurement rules in IAS 39 Financial Instruments- Recognition and measurement for financial instru-ments. According to IFRS 9 financial assets with basic loan features shall be measured at amortised cost, unless one opts to measure these as-sets at fair value. All other financial assets shall be measured at fair value. IFRS 9 is effective for annual periods beginning on or after 1 January 2013, but the standard is not yet approved by the EU. The Group expects to apply IFRS 9 as of 1 January 2013. IAS 24 (revised) Related Party DisclosuresThe revised IAS 24 clarifies and simplifies the definition of a related party, compared to the current IAS 24. The revised standard also provides some relief for government-related entities to disclose details of all transactions with other government-related entities (as well as with the gov-ernment itself). IAS 24 (R) is effective for annual periods beginning on or after 1 January 2011, but the revised standard is not yet approved by the EU. The Group expects to implement IAS 24 (R) as of 1 January 2011. IAS 27 (revised) Consolidated and Separate Financial Statements The revised IAS 27 provides more guidance on accounting for changes in ownership interest in a subsidiary and the disposal of a subsidiary, compared to the current IAS 27. According to the revised standard the entity measures the interest retained in a former subsidiary at fair value upon loss of control of the subsidiary, and the corresponding gain or loss is recognized through profit and loss. The revised standard also includes a change in the requirements relating to the allocation of losses in a loss-making subsidiary. IAS 27 (R) requires total comprehensive income to be allocated between the controlling and the non-controlling party, even if this results in the non-controlling interest having a deficit balance. IAS 27 (R) is effective for annual periods beginning on or after 1 July 2009. The Group plans to implement IAS 27 (R) as of 1 January 2010. Amendments to IAS 32 Financial Instruments: Presentation – Classification of Rights IssuesThe amendment to IAS 32 Financial Instruments - Presentation provides relief to entities that issue rights in a currency other than their functional currency, from treating the rights as derivatives with fair value changes recorded in profit or loss. Such rights will now be classified as equity instruments when certain conditions are met. Application of the amendment is retrospective and will result in the reversal of profits or losses previously recognized. The amendment is effective for annual periods beginning on or after 1 February 2010. The Group expects to implement the amendments as of 1 January 2011. Amendments to IAS 39 Financial instruments – Recognition and measurement - Eligible Hedged ItemsThe amended IAS 39 clarifies the principles for determining whether a hedged risk or portion of cash flows is eligible for designation for certain risks or components of the cash flow. The approved changes gives primarily additional guidance for hedging a one-sided risk (hedging with op-tions) and hedging of inflation risk, but also clarifies that designated risks and cash flows must be identifiable and can be reliable measured. The amendment is effective for annual periods beginning on or after 1 July 2009. The Group plans to implement the amendments as of 1 January 2010. IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments The interpretation clarifies the accounting treatment of financial liabilities that, as a result of a renegotiation of the terms of the financial liability, are fully, or partially, extinguished with equity instruments. The interpretation is effective for annual periods beginning on or after 1 July 2010, but the interpretation is not yet approved by the EU. The Group expects to implement IFRIC 18 as of 1 January 2011. Annual improvements projectThe IASB issued amendments to its standards and the related Basis for Conclusions in its annual “improvements to IFRSs”. The improvement project is an annual project that provides a mechanism for making necessary but non-urgent amendments. These amendments are not yet ap-proved by the EU. IFRS 2 Share-based Payment: Clarifies that the contribution of a business on formation of a joint venture and combinations under common con-trol are not within the scope of IFRS 2 even though they are outside of scope of IFRS 3 (R).IFRS 5 Non-current Assets Held for Sale and Discontinued Operations: Clarifies that the disclosures required in respect of non-current assets or disposal groups classified as held for sale or discontinued operations are only those set out in IFRS 5. The disclosure requirements of other IFRSs only apply if specifically required for such non-current assets or discontinued operations. IFRS 8 Operating Segments: Clarifies that segment assets and liabilities need only be reported when those assets and liabilities are included in measures that are used by the chief operating decision maker. IAS 1 Presentation of Financial Statements: The terms of a liability that could result, at anytime, in its settlement by the issuance of equity instru-

Notes to Consolidated Financial Statements

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ments at the option of the counter party do not affect its classification.IAS 7 Statement of Cash Flow: Explicitly states that only expenditure that results in a recognised asset can be classified as a cash flow from investing activities. IAS 17 Leases: The amendment removes the specific guidance on classifying land as a lease so that only the general guidance remains. IAS 18 Revenue: More guidance is added to determine whether an entity is acting as a principal or as an agent. IAS 36 Impairment of Assets: Clarifies that the largest unit permitted for allocating goodwill acquired in a business combination is the operating segment, as defined in IAS 38 Intangible Assets: Clarifies that if an intangible asset acquired in a business combination is identifiable only with another intangible asset, the acquirer may recognise the group of intangible assets as a single asset provided the individual assets have similar useful lives. IAS 39 Financial Instruments – Recognition and Measurement: Clarifies that a prepayment option is considered closely related to the host con-tract when the exercise price of a prepayment option reimburses the lender up to the approximate present value of lost interest for the remaining term of the host contract. Clarifies that the scope exemption for contracts between an acquirer and a vendor in a business combination to buy or sell an acquire at a future date, applies only to binding forward contracts, and not derivative contracts where future actions by either party are still to be taken. Clarifies that gains or losses on cash flow hedges of a forecast transaction that subsequently results in the recognition of a financial instrument or on cash flow hedges of recognised financial instruments should be reclassified in the period that the hedged forecast cash flows affect profit or loss.IFRIC 9 Reassessment of Embedded Derivatives: The scope paragraph is amended to clarify that the interpretation does not apply to possible reassessment, at the date of acquisition, to embedded derivatives in contracts acquired in a combination between entities or businesses under common control or the formation of a joint venture. IFRIC 16 Hedges of a Net Investment in a Foreign Operation: The amendment states that, in a hedge of a net investment in a foreign operation, qualifying hedging instruments may be held by any entity or entities within the group, including the foreign operation itself, as long as the desig-nation, documentation and effectiveness requirements of IAS 39 that relate to a net investment hedge are satisfied. The Group does not expect that implementation of the amendments listed above will have a material effect on the financial statement of the Group on the date of implementation.

Note 4 - Financial risk management(USD 000)

GENERALThe Group‘s principal financial liabilities, comprise trade and other payables, and financial guarantee obligations. The group has loan and other receivables, trade and other receivables, and cash and short-term deposits that arrive from its operations. The group is exposed to market risk, credit risk and liquidity risk. This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and procedures for mea-suring and managing risk and the Group’s management of capital. Further quantitative disclosures are included throughout these consolidated financial statements. The Board of Directors has the overall responsibility for the establishment and oversight of the Group’s risk management framework. The Board regulates its work through Board meetings, Audit Committee and general interaction with the management. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their role and obligations. The Audit Committee oversees how the management monitors compliance with the Group’s risk management work and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. MARKET RISKMarket risk is the risk that the fair value of future cash flow of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk; commodity price risk, currency risk and interest rate risk. Marked risk is limited to shares in Spectrum ASA and Ziebel AS, see note 21.

COMMODITy PRICE RISKAfter the sale of the rig operations, direct commodity risk is brought to a minimum.

CURRENCy RISKSGross revenue is denominated in US dollars, whereas interest income, costs, assets and debts are denominated both in NOK and USD. The Group’s available liquid assets are held in NOK and USD. No currency hedging transactions have been made. At year end the company’s liquid assets, USD 122 079, USD 45 253 was held in USD. As at 2 March 2010 the USD amount was 21 628.

Notes to Consolidated Financial Statements

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As of 31 December 2009 foreign currency debts and receivables was split accordingly;

2009 2008Debts Receivables Debts Receivables

NOK 1 291 1 104 3 866 23 877SGD 3 291 38 IDR 1 304 - BND 2 641 66 EUR 253 GBP 341 Total in foreign currency 1 291 1 104 11 696 23 981 Total Group 5 339 2 482 200 749 51 312

NOK – Norwegian kroner, SGD – Singapore Dollar, IDR – Indonesian Rupi, Bnd – Brunei Dollar, EUR – Euro, GBP – Great Britain Pound The following table demonstrates the sensitivity to a reasonable possible change in the NOK exchange rate, with all other variables held con-stant, of the Group’s profit before tax;

Increase/decrease in NOK rate Effect on profit before tax (USD)2009 +/- 10 % + / - 7 0732008 +/- 10 % + / - 4 607

INTEREST RATE RISKThe Group’s exposure to interest rate risk relates mainly to its cash funds placed with financial institutions. The Group has no interest-bearing debt as at 31 December 2009 (31 December 2008 of USD 147 778), see note 22 for details.

Increase/decrease in basis points Effect on profit before tax (USD)2009 * +/- 100 - / + 1 2202008 * +/- 100 - / + 1 345

* The analysis does not include effect of interest rate swaps LIqUIDITy RISKAt 31 December 2009 the Group held USD 121 886 in free cash, USD 2 049 in current assets and USD 5 339 in current liabilities. The Group did not have long term dept at year end 2009, see note 6. GTB was in compliance with the covenants of the loan agreement with the banking syndicate as of 31 December 2008.

As at 31 December 2009 Due < 3 months Due 3 to 12 months Due 1 to 5 yearsOther liabilities 4 666 - -Trade payables 673 - -Total 5 339 - -

As at 31 December 2008 Due < 3 months Due 3 to 12 months Due 1 to 5 yearsInterest-bearing loans and borrowings (see note 21)* 11 830 32 236 119 755 Other liabilities - 14 091 -Trade payables 29 396 6 302 3 Total 41 226 52 628 119 758

* Include interest payments and effect of interest rate swaps.

CREDIT RISKCredit risk is the risk of financial loss to the Group if a customer or counter party fails to meet its contractual obligations, also related to obliga-tions from the rig transaction. The risks arises principally from the Group’s receivables from customers and bond loan as well as guarantee obligations and surplus liquidity. Possible loss related to customers and bond loan have been accrued for.

INSURANCE COvERAGEThe Group had entered into insurance programs for all the three rigs related to physical damage, war risk and terrorism, and various kinds of liability protection. The rigs were sold 2 November 2009. CAPITAL MANAGEMENTThe Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

Liquid assets are placed in known solid banks. The level of USD is kept to meet future US payments. The ramaining bank balances are kept in NOK.

Notes to Consolidated Financial Statements

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The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group monitors capital on the basis of its book equity ratio which is calculated as total equity divided by total assets. It is the Group’s policy that this ratio be 20 % or higher.

As at 31 December 2009 2008Total equity 119 334 134 297Total assets 124 673 376 195Ratio 95.7 % 35.7 %

Note 5 - Business combinations (USD 000)

2009On 2 November 2009 GTB sold its three tender rigs. See note 6, Discontinued operations for further information.

2008GTB entered into a Memorandum of Agreement with Pride Foramer SAS on 9 August 2007 to acquire the three tender rigs Alligator, Barracuda and Al Baraka. The transaction was subject to the novation of drilling contracts with international oil companies. The purchase of the tender rig Alligator was closed on 30 January 2008. The drilling contracts on Barracuda and Al Baraka were finally novated and transferred to GGT 20 February 2008. The owner of the tender rigs was Global Tender Barges Pte Ltd in Singapore, a 90 % owned subsidiary of Global Tender Barges AS (a subsidiary of GTB). Abbot Investment Limited owns 10 %. The acquisition of the tender rigs was considered to be a business combination according to IFRS 3. The fair value of the identifiable assets and liabilities of the tender rigs as at the date of acquisition were:

Fair value recognised on acquisition

Property, plant and equipment (note 13) Al Baraka 78 643 Alligator 70 268 Barracuda 62 883Inventory* 4 336Total net assets acquired 216 130

* Total net assets acquired has been re-allocated as at year end to include inventory due to updated information on business combination as compared to the first quarter results report.

No other identifiable assets, liabilities or goodwill have been identified in the purchase price allocation. The transaction was acquisitions of assets and no deferred tax liabilities are allocated to the identifiable assets. Disclosure of previous carrying amount of the tender rigs is impracticable, due to lack of information. The total cost of the acquisition was USD 216 130 and comprise of a cash settlement of USD 213 000 and costs directly attributable to the trans-action.

Acquisition costs

Cash settlement 213 000Costs associated with the acquisition ** 3 130Total 216 130

** Costs associated with the acquisition have been revised as at year end due to updated information on business combination as compared to the first quarter results report.

From the date of acquisition, the acquired tender rigs have contributed USD 7 300*** to profit before tax of the continuing operations of the Group. Had the acquisition taken place on 1 January 2008, the revenues for the year from continuing operations for the Group would have been USD 84 500 and profit before tax from the continuing operations for the Group would have been USD 9 000 ***. *** These figures are segment profit figures and do not include financial items. For further information see note 7.

Notes to Consolidated Financial Statements

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Note 6 - Discontinued operations(USD 000)

2009On 2 November 2009 GTB AS finalised the sale of its 90 % share in Global Tender Barges Pte Ltd to PHM Holdco 10 B.V. for a price of USD 229 000 inclusive dept. GTB received USD 110 000 for its shares in GTB Pte Ltd. The sale was the result from a strategic process where it was decided that the best alternative was to sell the rigs to a company within the same group as the company who operated on board the rigs.

The sale was settled in cash, and resulted in a gain of USD 20 444. The book value of the net assets at the date of sale was USD 93 942, non-controlling interest holds USD 9 364.

The sales agreement includes a customary seller’s warranty, see note 23 for further details.

2008On 16 April 2008, the Board of Directors of GTB ASA and Spectrum ASA (former subsidiary) agreed to transfer the majority of GTBs seismic business to Spectrum ASA pursuant to an arm’s length transaction. The transaction was effective 30 June 2008. Entities, operations and assets sold from GTB ASA to Spectrum ASA comprise;• Shares in Spectrum Geo Ltd in the UK.

Spectrum Geo Ltd offers seismic data processing, multi-client surveys and offshore acquisition to the oil and gas sector. Spectrum Geo Ltd had a subsidiary in Houston US (Spectrum US Inc), and held a 40 % stake in a joint venture in Libya (Spectrum Geo Libya) and a 50 % stake in a joint venture in Egypt (Spectrum Geo Egypt).

• Shares in GeoBridge Inc in Singapore. The Group held a 50 % stake in the joint venture GeoBridge in Singapore, together with BGP Inc. The company offers seismic data consulting.

• Lease agreement for the seismic vessel GGS Atlantic. GTB had an option to use the GGS Atlantic for shooting seismic offshore India in the first quarter 2009.

• Multi Client Libraries / surveys in West Florida and East Timor.• Accounts receivable amounting to USD 6 732 (TNOK 34 200).

The sale was settled partly in cash USD 24 603 (TNOK 125 000), and partly by loan USD 29 524 (TNOK 150 000) from GTB ASA to Spectrum ASA. See note 22 for further details on the loan. The sale resulted in a gain of USD 15 548 (presented as part of discontinued operations). The loan was written off with USD 15 214 (TNOK 100 000) in 2009, resulting in an actual loss of USD 7 921 (TNOK 64 800).

Note that the PC2000, the Iranian Pseudo 3D surveys, and all the other Iran related surveys of GTB were not part of the transaction and re-mained with GTB.

According to IFRS 5, the results of the discontinued operations are presented to enable evaluation of the financial effects of the discontinued operations:

Period ended 31 December2009 2008 2008

Tender rigs Tender rigs Seismic activitiesRevenue 83 685 75 451 16 448 Operating expenses * (46 804) (48 351) (16 956)EBITDA 36 881 27 100 (508)Amortization/ depreciation/ write-down (27 875) (17 422) (5 597)EBIT 9 006 9 678 (6 105)Net financial items (8 919) (9 563) (2 150)Net financial items from sale 20 444 - - Net financial items from spin off - 15 548 Profit/loss before income tax from discontinued operations 20 531 (2 535) 7 293 Tax expense (1 854) (8 152) - Profit/loss after tax from discontinued operations 18 677 (8 037) 7 293

Net profit/ (loss) attributable to the equity holders of the parent 19 083 (7 158)Net profit/ (loss) attributable to the non-controlling interests (406) (879)* Operating expenses for Tender rigs do not include management fee, USD 2 291 (2008: USD 2 650).

Net cash flow from operating activities 10 257 37 961 848 Net cash flow from investing activities (8 761) (251 319) (3 484) Net cash flow from financing activities (25 230) 152 886 1 848 Net change in cash and cash equivalents (23 734) (60 472) (788)

Notes to Consolidated Financial Statements

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Rig revenuesThe Group’s contracts are multiple element arrangements, containing both a lease element and a drilling services element. The split between the lease and drilling service elements is based on management’s estimates on market terms of such arrangements individually. The elements are not separately disclosed on the consolidated income statement, but disclosed in the table below.

2009 2008

Lease element 7 156 5 800Drilling services element 69 768 57 611Total 76 924 63 411

Note 7 - Revenues and segment information(USD 000)

SEGMENT INFORMATION The GTB operating segments have been identified based on data used by chief decision makers as well as its impact on GTB figures. The oper-ating segments are structured in the following way: Tender rigsThis segment provides drilling services, including leasing, to oil companies, through the supply of tender rigs, and comprises the 3 tender rigs. The rig operation was sold in November 2009, see note 6, Discontinued operations, for further details. Seismic activitiesThis segment consists of the seismic operations, which include the collection, processing, sale and marketing of seismic data. The majority of the seismic activities has been sold during 2008 and is hence presented as discontinued operations (see note 6 for further details). Management monitors the operating results of the operating segments separately for the purpose of decision making and performance assess-ment. Segment performance is evaluated based on segment EBITDA and segment profit. Group financing (including finance income and finance cost) and income taxes are managed on a Group level. 2009

Tender rigs Seismic activities Unallocated Consolidated

RevenuesTotal 83 685 3 958 - 87 643 Discontinued 1 (83 685) - - (83 685)Total revenues (continued) - 3 958 - 3 958

EBITDATotal 36 881 (12 469) (1 147) 23 265 Discontinued 1 (36 881) - (36 881)Total EBITDA (continued) - (12 469) (1 147) (13 616)

Depreciation/ amortization/ impairmentTotal (27 875) (1 020) - (28 895)Discontinued 1 27 875 - - 27 875 Total depreciation/ amortization/ impairment (continued) - (1 020) - (1 020)

Segment profit 2

Total 18 677 (28 852) (1 513) (11 688)Discontinued 1 (18 677) - - (18 677)Total segment profit (continued) - (28 852) (1 513) (30 365)

Total assets 3 - - 124 673 124 673 Liabilities 4 - - 4 631 4 631

1 Discontinued operations are shown as one line item in the consolidated profit or loss “Net profit/ (loss) from discontinued operations”2 Profit for each segment does not include other finance income (USD 11 525), finance costs (USD 15 218) and income taxes (Rig USD 1 854 and Seismic USD 145)3 Segment assets are managed on a Group basis (presented as “Unallocated”)4 Segment liabilities are managed on a Group basis (presented as “Unallocated”)

Notes to Consolidated Financial Statements

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2008Tender rigs Seismic activities Unallocated Consolidated

RevenuesTotal 75 451 20 948 11 96 410 Discontinued 1 (75 451) (16 448) - (91 899)Total revenues (continued) - 4 500 11 4 511

EBITDATotal 24 450 (2 863) (99) 21 488 Discontinued 1 (24 450) 508 (23 942)Total revenues (continued) - (2 355) (99) (2 454)

Depreciation/ amortization/ impairmentTotal (17 422) (8 505) - (25 927)Discontinued 1 17 422 5 597 23 019 Total depreciation/ amortization/ impairment (continued) - (2 908) - (2 908)

Segment profit 2

Total 7 028 (11 368) 2 778 (1 562)Discontinued 1 (7 028) 6 105 (923)Total segment profit (continued) - (5 263) 2 778 (2 485)

Total assets 3 344 706 4 785 26 703 376 194 Liabilities 4 227 015 3 180 11 703 241 898

1 Discontinued operations are shown as one line item in the consolidated profit or loss “Net profit/ (loss) from discontinued operations”2 Profit for each segment does not include other finance income , finance costs and income taxes 3 Segment assets do not include other financial assets (USD 1 188), non-current receivables (USD 22 146) and other receivables (USD 3 370) as these are assets

managed on a Group basis (presented as “Unallocated”)4 Segment liabilities do not include provisions (USD 9 374) and other financial liabilities (USD 2 329), as these are liabilities managed on a Group basis (presented

as “Unallocated”)

Revenues2009 2008

Asia 73 695 40 397North America - 5 808Middle East, African and Europe 13 948 50 205Discontinued Rigs (83 685) (75 451)Discontinued Seismic - (16 448)

3 958 4 511

The revenue information above is based on location of performed rig and seismic activities. All revenue is from external parties.

2009Revenue is from shooting and processing seismic in India for Reliance.• Reliance India contributed USD 3 958

Revenue from the 3 customers in the tender rig segment (discontinued) all exceeded 10 % of total revenues;• Chevron (Angola) contributed USD 13 946• Total (Indonesia) contributed USD 33 382• Brunei Shell Petroleum (Brunei) contributed USD 36 355

2008 Revenue from the 3 customers in the tender rig segment (discontinued) all exceeded 10 % of total revenues;• Chevron (Angola) contributed USD 37 600• Total (Indonesia) contributed USD 28 600• Brunei Shell Petroleum (Brunei) contributed USD 9 200

Notes to Consolidated Financial Statements

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Non current assets2009 2008

Asia - 167 456 Middle East, African and Europe - 65 365

- 232 821

Non-current assets for this purpose consist of property, plant and equipment and intangible assets.

Note 8 - Other expenses(USD 000)

Other operating expenses 2009 2008

Office expenses 637 314 External services 6 046 2 915 Seismic expenses 8 715 2 705 Losses on account receivables 51 390 Travel expenses 157 200 Other - 46 Total 15 606 6 570

Seismic expenses consist of rent of seismic vessel and cost of processing seismic data that took place in beginning of 2009 and is the main part of the expenses. External services relates to audit, legal assistance and consulting. Success fee/bonuses and acquired seismic data processing related to former deliveries have been accrued for.

Remuneration to the auditors2009 2008

Statutory audit 393 633 Other assurance services 236 264 Tax services 100 40 Non-audit services 96 119

824 1 056 All amounts are specified excluding VAT.

Note 9 - Personnel expenses and employee benefits(USD 000)

MANAGEMENT REMUNERATION POLICyAs an international player in its field GTB is competing in an international market for management. GTB aims to remunerate the management in correspondence with assumed market levels for the relevant positions and responsibility. The Group’s remuneration to the management shall correspond to the assumed market level where the relevant function is exercised. Compensation for work should primarily be a fixed salary with a bonus scheme, and not fringe benefits, share options and the like. Customary additional benefits such as company car/compensation for the use of one’s own car and the like are accepted.

The remuneration for CEO is determined by the Board of Directors and the remuneration for the rest of the top management is determined by the CEO in accordance with guidelines of the Board of Directors. The management group is members of the company’s pension schemes on par with other employees.

2009 2008Salaries 1 165 227Pension costs 42 46Bonuses, incl. social costs 1 645 62Other remuneration 117 60Total 1 968 395Average number of employees 4 7

1 Bonus relates to bonus scheme approved by the Board of Directors. Success fee/bonuses have been accrued for.

Notes to Consolidated Financial Statements

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PENSIONSGTB ASA (the company) operates a pension scheme in accordance with the law on obligatory pension schemes in Norway. Costs related to this scheme totaled USD 42 in 2009. Contributions are not made for the Chairman and members of the Board. The age of retirement is 67 years. BONUSESA bonus scheme was launched at the general meeting in 2009. The bonus scheme is based on discretional KPI’s approved by the board. Bonus USD 156 has been awarded to Group management in 2009.

REMUNERATION TO THE GROUP’S MANAGEMENT

2009

SalariesOther

remuneration Pension Bonus TotalCEO/CFO 1 233 1 8 156 398 Executive Chairman Board of Directors 2 158 2 - - 160 Other members Board of Directors 3 136 - - - 136 Total 527 3 8 156 694

1 J. Elde, who also was CEO from June. K. Øversjøen until May. 2 G. Reitan as Executive Chairman from June. The Executive Chairman of GTB ASA receives an annual remuneration of NOK 300.3 The Board also comprises J. Ottestad, S. Eggen, I. Leisner and T. Bjørnov. Board members receive NOK 200 per year. Other remuneration is to the nomination-,

audit - and compensation committees. Ø. Spetalen and G. Hvammen left the Board 9 December 2009. E. Roaldset left 25 May 2009.

2008

SalariesOther

remuneration Pension Bonus TotalCEO 1 286 1 8 150 445 CFO 2 226 1 8 - 235 VP Rig operations 3 125 1 6 - 132 Rig General Manager 4 152 19 - - 171 Chairman Board of Directors 5 64 - - - 64 Other members Board of Directors 6 113 5 - - 118 Total 966 27 22 150 1 165

1 K. Øversjøen. The bonus relating to 2007 was paid out in 2008. 2 J. Weseth (NOK 150 thousands) was the CFO until J. Elde (NOK 1 168 thousands) was appointed 1 February 2008.3 K. Jensen started in May 2008.4 L. Baustad started 1 January 2008.5 The Board comprised of G. Reitan (Chairman) appointed at the general meeting in 2008, G. Hvammen, Ø. Spetalen, I. Leisner and T. Bjørnov. The chairman of

GTB ASA received an annual remuneration of NOK 250 thousands. Board members received NOK 160 thousands per year.6 Other remuneration was to the nomination committee.

GUIDELINES FOR DETERMINING SALARIES AND OTHER COMPENSATION FOR GROUP MANAGEMENTIn accordance with the regulations in paragraph 6-16a in the Norwegian Public Limited Companies Act, the Board of Directors has established a statement regarding salary and remuneration to the management of the company. The focus of the Group is to hire qualified mangers and to pay according to the market. Salary and remuneration of the CEO is determined by the Board of Directors, and payments to other employees are determined by the CEO according to guidelines from the Board of Directors.

Note 10 - Related parties(USD 000)

A party is related to an entity if the party directly or indirectly through one or more intermediaries controls, is controlled or is under common con-trol with the entity (this includes parents and subsidiaries), has an interest in the entity that gives it significant influence over the entity or has joint control over the entity. Furthermore, a related party is an associate, a joint venture partner or a close family member. A related party transaction is a transfer of resources, services or obligations between related parties regardless of whether a price is charged.

Notes to Consolidated Financial Statements

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In order to ensure that such information is made public, the following related party relationships are described in detail;

Purchase from related parties 2009

Receivable / (Payable) as at 31.12.2009

Purchase from related parties 2008

Receivable / (Payable) as at 31.12.2008

Tycoon Industries 200 (50) 334 (140) Std Engineering - - 59 (49) GR Holding AS 642 - - - KCA Deutag 25 869 - 22 026 -

2009GTB had through its subsidiary Global Tender Barges in Singapore a management agreement with Abbot Group as the owner of KCA Deutag in operation of the three tender barges. Abbott owes 10 % of Global Tender Barges Pte Ltd. The subsidiary was sold in 2009, see note 6.

KCA Deutag was both in 2008 and 2009 entitled to management fee (USD 5/day) and success fee related to EBITDA and uptime.

GTB leases its premises and engineering services from Tycoon Industrier AS which is controlled by former Board member Ø. Spetalen. Tycoon is no longer a related party after Ø. Spetalen left the board.

Chairman of the Board, G. Reitan controls GR Holding AS. The amount paid is successes fee related to the sale of the rigs.

2008GTB had through its subsidiary Global Tender Barges in Singapore a management agreement with Abbot Group as the owner of KCA Deutag in operation of the three tender barges. Abbott owns 10 % of Global Tender Barges Pte Ltd. GTB leased its premises and was hiring P. Sølvberg from Ø. Spetalen’s company Tycoon Industrier AS. P. Sølvberg held 1 000 000 shares in GTB. GTB is guaranteeing the financial lease for the 2D Seismic Vessel GGS Atlantic. The vessel is operated by Spectrum ASA. GGS Atlantic is owned by Atlantic Seismic where A. Blystad, who also owns Spencer Energy AS, is the majority owner. The Group was hiring engineering services from Std Engineering which is a part of Noble Denton where Ø. Spetalen was the majority share-holder.

CEO K. Øversjøen’s wholly owned company, Kov Oil Services AS, borrowed in 2007 NOK 10 million from each of the two companies Ferncliff TIH AS and Spencer Energy AS. Ferncliff TIH AS is owned by Ø. Spetalen, who was a member of the Board of Directors of GTB and also the sole owner of the company Ferncliff DAI I AS. Spencer Energy AS was the largest shareholder of GTB. Kov Oil Services AS bought shares in GTB from Spencer Energy, Ferncliff and related parties. The share prices were set based on a combination of the market prices at the time of the transactions and a calculated cost of the sales restrictions set forth in the agreement based on option pricing. The sales restrictions are gradually released through a two year period. The investment company of CFO J. Elde borrowed NOK 5.0 million, the investment company VP Rig Operations K. Jensen borrowed NOK 1.5 million and the investment company of General Manager L. Baustad borrowed NOK 1.5 million from the two companies Ferncliff TIH AS and Spencer Energy AS. These investment companies bought GTB shares through Oslo Stock Exchange. The conditions set forth in the agreements between the investment companies and the two major shareholders was considered to be at market terms. The consultancy contract with former chairman of the Board M. Andersen has been terminated. This consultancy contract includes a right to sev-erance pay of TNOK 388 equivalent to 3 months of fees. GTB has taken the position that the consultancy agreement is not validly entered into. This was settled in 2008 between the parties with limited financial consequences for the Group.

Note 11 - Financial items(USD 000)

FOREIGN ExCHANGE GAINS AND LOSSES2009 2008

Foreign exchange gains 3 209 40 788 Foreign exchange losses (2 811) (38 332) Total 398 2 456

The foreign exchange gains and losses are mainly linked to monetary assets and liabilities in foreign currencies (primarily USD) in the Norwegian companies in the Group.

INTEREST ExPENSE2009 2008

Interests on bank loans - 477 Other interest expenses (22) - Total (22) 477

Notes to Consolidated Financial Statements

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OTHER FINANCIAL ExPENSE2009 2008

Net loss on financial assets and liabilities at fair value through profit and loss (1 773) (1 376) Other financial expenses (15 394 ) (2 728) Total (17 167) (4 104)

For further details on the loss of financial assets and liabilities at fair value through profit and loss, please refer to note 21.

Note 12 - Income tax(USD 000)

The major component for income tax expense for the years ended 31. December 2009 and 2008 are :

Consolidated income statement 2 009 2 008

Current income tax : Current income tax charge (145) - Deferred income tax : Relating to origination and reversal of temporary differences - -Income tax income/(expense) in the income statement (145) -

A reconciliation between tax expense and the product of accounting profit multiplied by Norway’s domestic tax rate for the years ended 31 December 2009 and 2008 is as follows:

2 009 2 008 Profit before tax: (30 220) (2 485)Domestic tax rate 28 % 28 %Expected income tax based on domestic tax rate 8 462 696 Tax effect of non-deductible expenses (6 346) (1 013)Tax effect of non-taxable income - 2 295 Adjustment to previous years profit / loss - (542)Tax effect of foreign income taxes (145) -Tax assets not recognised current year (2 116) (1 436)Current tax income / (expense) (145) (0)Effective tax rate in % - -

Deferred income taxDeferred income tax at 31 December relates to the following:

2 009 2 008 Deferred tax liabilityReceivables - - Profit and loss account - 3

- 3 Deferred tax assetsTangible assets (84) (519)Profit and loss account (306) - Receivables (285) - Accrued expenses (2 202) (178)Tax losses carried forward (43 850) (35 459)

(46 727) (36 156)

Deferred income tax expense/ (income) - - Deferred tax liabilities / (assets) (46 727) (36 153)Deferred tax assets not recognised in balance sheet 46 727 36 153 Deferred tax liabilities / (assets) in balance sheet - -

Notes to Consolidated Financial Statements

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The current income charge relates to the project in India. GTB did also pay WHT to India, USD 554. This is recognized as revenue deductions.

Deferred tax assets are recognised only to the extent that the realisation of the related tax benefit through future taxable profits is probable. The Group did not recognise any deferred income tax assets at year end 2009 and 2008.

The profit from sale of shares in GTB Pte is treated as taxable income in 2009, assuming Singapore is a low tax jurisdiction and therefore not covered by the participation exemption method.

57.6 % of the write down of Spectrum loan is considered non deductible in the tax accounts as this is related to sales of shares.

The Group has operations that are subject to taxation under various tax regimes in different countries. Tax gains and losses under different tax regimes can not be offset against each other. There is no limit to carry forward the Group’s tax losses of TNOK 904 991 (USD 156 607) (net TNOK 253 397 (USD 43 850)).

Note 13 - Property, plant and equipment(USD 000)

Machinery and equipment Tender rigs Total

Cost:At 1 January 2008 8 338 - 8 338 Business combination (note 5) - 211 794 211 794 Additions 390 35 674 36 064 Disposals (1 129) - (1 129) Discontinued operations (note 6) (7 207 ) - (7 207) Exchange adjustments 86 - 86 At 31 December 2008 478 247 468 247 946 Additions - - - Disposals - - - Discontinued operations (note 6) (174) (247 468) (247 642) Exchange adjustments - - - At 31 December 2009 304 - 304

Depreciation and write-down: At 1 January 2008 (2 947) - (2 947) Depreciation for the year (390 ) - -390 Discontinued operations (note 6) 2 936 (15 782) (12 846) Exchange adjustments 77 - 77 At 31 December 2008 (324) (15 782) (16 106) Depreciation for the year - - - Discontinued operations (note 6) - 15 782 15 782 Exchange adjustments 20 - 20 At 31 December 2009 (304) - (304)

Useful life 3-10 years 40 years

Net book value:At 31 December 2009 - - - At 31 December 2008 155 231 687 231 842

Impairment of property, plant and equipmentThe tender rigs were sold 2 November 2009.

Notes to Consolidated Financial Statements

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Note 14 - Intangible assets (USD 000) Multi-client libraryCost:At 1 January 2008 189 885Discontinued operations (note 6) (51 817)Exchange adjustments (28 878)At 31 December 2008 109 190At 31 December 2009 109 190

Amortization and write-down: At 1 January 2008 (166 332)Amortization for the year (2 586)Discontinued operations (note 6) 30 950Exchange adjustments 29 758At 31 December 2008 (108 210)Amortization for the year (980)At 31 December 2009 (109 190)

Useful life 4-7 years

Net book value:At 31 December 2009 0At 31 December 2008 980

PC2000After the sale of the seismic operations (see note 6), only the Iranian libraries are left in GTB. The value of PC2000 is USD 0 as per 31 December 2009.

Note 15 - Inventories(USD 000)

2009 2008Production supplies and material (at cost) - 5 230Total inventories at cost - 5 230

Inventories for 2008 was related to former subsidiary Global Tender Barges Pte Ltd and consisted of spare material on the tender rigs. The rigs were sold 2 November 2009, see note 6.

Note 16 - Trade receivables(USD 000)

As of 31 December, the past due analysis for trade receivables not impaired is as follows:

Total Not past dueUp to 3 months

past due3-6 months

past dueOver 6 months

past due2009 1 378 1 138 240 - - 2008 25 796 17 570 5 838 1 530 858

Accounts receivables are non-interest bearing and granted credit is generally 30 days. A provision has been made for losses incurred from account receivables of USD 1 380 as of 31 December 2009 (USD 170 in 2008). Maximum exposure to credit risk (trade receivables and bond loan) as of 31 December 2009 is USD 3 191 (USD 26 018 in 2008).

OTHER RECEIvABLES2009 2008

Prepaid expenses - 583 Other receivables 530 710 Earned, not invoiced revenue - 1 033 Interest receivable 141 1 044 Total 671 3 370

Notes to Consolidated Financial Statements

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Note 17 - Restricted cash(USD 000)

Restricted cash as at 31 December: 2009 2008

Bid bond - 1 833 Employee tax deductions 122 57 Deposit 71 58 Total 193 1 948

The bid bond is related to the Reliance contract in India (see note 23). Bid bond is the amount that is put on a secured account as a guarantee for the future work that is to be performed by GTB.

The bid bond has been released in 2009.

Note 18 - Deferred expenses(USD 000)

2009 2008At 1 January - - Deferred during the year - 44 410 Released to the income statement - (1 600) At 31 December - 42 810

Current - 12 167 Non current - 30 643

- 42 810

Deferred expenses relates to former subsidiary, see note 6 discontinued operations. Direct incremental expenses of mobilization and client spe-cific requirements are deferred and recognized over the estimated duration of the lease contracts, normally 3-5 years.

Notes to Consolidated Financial Statements

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Note 19 - Share capital and shareholder informationThe Annual General Meeting 28. May 2009 approved a reversed split at the ratio 6:1. The nominal value of the share after the reversed split is NOK 0.6.The company’s registered share capital is NOK 80 527 668.70 divided into 134 212 781 shares.The share capital is fully paid. All shares have the same rights.

2009 2008Issued No of shares No of sharesOrdinary shares of NOK 0.6 per share 134 212 781 805 276 687

20 largest shareholders and ownership interest as at 31 December 2009UBS AG, LONDON BRANCH 1 44 736 000 33.33 %SPENCER ENERGY AS 6 010 665 4.48 %FERNCLIFF DAI 1 AS 2 722 131 2.03 %SVELA EIENDOM AS 2 515 233 1.87 %PERSHING LLC 2 362 000 1.76 %HAVTRÅL AS 2 144 000 1.60 %SKAGEN VEKST 1 800 000 1.34 %CAMACA AS 1 757 333 1.31 %FERNCLIFF TIH AS 1 600 833 1.19 %DNB NOR SMB 1 325 000 0.99 %VPF NORDEA SMB 1 295 166 0.97 %ZONCOLAN ASA 1 183 000 0.88 %HAUGNÆSS 1 056 000 0.79 %RANDOM BUSINESS VENTURES AS 1 052 000 0.78 %MATSPECIALEN AS 1 050 000 0.78 %SOLAN CAPITAL AS 963 999 0.72 %DNB NOR NAVIGATOR 963 208 0.72 %JOHANSEN 890 000 0.66 %STOKO AS 866 000 0.65 %DNB NOR MARKETS, AKSJEHAND/ANALYSE 851 363 0.63 %Totals 77 143 931 57.48 %Other shareholders (3 954) 57 068 850 42.52 %

Shares owned by the GTB’s Board of Directors and management as of 31 December 2009: Total no of shares Duo Jag AS 2 700 000 0.52 %GR Holding AS 3 41 666 0.03 %

1 Controlled by Sector Asset Management.2 Board member I. E. Leisner controls Duo Jag AS.3 Chairman of the Board G. Reitan controls GR Holding AS.

Ferncliff Dai 1 AS, controlled by former board member Ø. Spetalen, sold on 11 November 2009 21 000 000 shares. After the sale he, together with associated companies, controls 3.64 % of the shares in GTB.

Solan Capital AS, controlled by former board member G. Hvammen sold on 11 November 2009 2 536 000 shares, and controls 0.72% of the shares after the sale.

Ø. Spetalen and G. Hvammen left the board 9 December 2009.

JE Oil Services AS, controlled by CFO J. Elde transferred 30 December 2009 its holding of shares to its lenders in connection of repayments of loans. After this transactions JE Oil Services AS holds no shares in GTB.

The General Meeting on 28 May 2009 voted to authorize the Group’s board to buy back the Group’s own shares. The authorization is valid until next General Meeting. The authorization has not been used on 31 December 2009.

Notes to Consolidated Financial Statements

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Note 20 - Earnings per share(USD 000) Basic earnings per share is calculated by dividing the consolidated profit or loss for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. During the current financial year and up to the date of completion of these financial statements, there have been no transactions involving ordi-nary shares or potential ordinary shares.

2009 2008Net loss attributable to ordinary equity holders of the parent from continuing operations (30 365) (2 485) Profit/ loss attributable to ordinary equity holders of the parent from a discontinued operation 19 083 (2 515) Net profit/ loss attributable to ordinary equity holders of the parent for basic earnings (11 282) (5 000) Weighted average of number of ordinary shares as at 31 December 415 508 062 805 276 687

To calculate earnings per share for the discontinued operation, the weighted average number of ordinary shares for both basic and diluted amounts is as per table above. The following table provides the profit/ (loss) figures used:

2009 2008Net profit/ loss attributable to ordinary equity holders of the parent from a discontinued operation for basic and diluted earnings per share calculations 19 083 (2 515)

Earnings per share for discontinued operations Basic, profit/ (loss) from discontinued operations attributable to ordinary equity holders of the parent 0.05 (0.00) Diluted, profit/ (loss) from discontinued operations attributable to ordinary equity holders of the parent 0.05 (0.00)

Note 21 - Financial instruments(USD 000)

This note provides a comparison by category for carrying amounts and fair values of all the Group’s financial instruments that are carried in the financial statements. The estimated fair value of the Group’s financial instruments has been determined using appropriate valuation methodo-logies. NON-CURRENT FINANCIAL ASSETS AND LIABILITIES

31 December 2009 31 December 2008

CurrencyNominal

interest rateyear of

maturity Fair valueCarrying amount Fair value

Carrying amount

Non-current interest bearing debt

USD LIBOR + 1,9% 2 012 - - 114 685 110 278 - - 114 685 110 278

Non-current financial assetsSPU loan TNOK NIBOR + 3% 2011 - - 21 432 21 432 Ziebel loan TNOK 9 % 2011 433 433 714 714

433 433 22 146 22 146

Fair value for the non-current financial assets and liabilities has been calculated by discounting the expected future cash flows at prevailing market interest rates. Non-current interest bearing debtGTB did in 2008 draw USD 150 000 of a USD 170 000, 5-year loan and guarantee facility with a maturity profile corresponding to the estimated cash flow profile of the tender rig contracts. The loan is part of the discontinued operations, see note 6.

Non-current financial assets – SPU loanThis relates to part sales consideration due to the sale of the seismic business to Spectrum ASA (see note 6). The loan agreement contains standard provisions relating to covenants and events of default. In June 2009, the parties agreed that Spectrum should repay USD 6 218 (TNOK 50 000), against release of the remaining part of the loan, USD 15 214 (TNOK 100 000).

CURRENT FINANCIAL ASSETS AND LIABILITIESThe carrying amount of cash and cash equivalents and current financial assets and liabilities are a reasonable estimate of their fair value due to the short term maturities of these instruments.

Notes to Consolidated Financial Statements

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31 December 2009 31 December 2008

Note CurrencyNominal

interest rateyear of

maturityFair

valueCarrying amount

Fair value

Carrying amount

Current financial assetsTrade receivables 16 1 378 1 378 25 796 25 796 Other receivables 16 671 671 1 754 1 754 Restricted cash 17 193 193 1 948 1 948 Cash and cash equivalents 121 886 121 886 40 886 40 886 Total current financial assets 124 128 124 128 70 384 70 384

Total current financial liabilitiesTrade payables 673 673 35 710 35 710 Current interest bearing debt Term loan* USD LIBOR + 1,9% 2012 - - 32 500 32 500 Multioption * USD LIBOR + 1,75% 2009 - - 5 000 5 000 Total current financial liabilities - - 73 210 73 210

* Please refer to details under non-current interest bearing debt.

FAIR vALUE THROUGH PROFIT OR LOSS

Carrying amountEffect on income

statement2009 2008 2009 2008

Financial assets at fair value through profit or lossShares in Spectrum ASA 112 25 102 17Shares in Ziebel AS - 1 163 (1 875) (599)Total non-current other financial assets 112 1 188 (1 173) (582)

Financial liabilities at fair value through profit or lossInterest rate swaps - (2 329) 0 (2 280) Total non-current other financial liabilities - (2 329) - (2 280)

Financial assets and liabilities at fair value through profit and loss were on first recognition classified as Fair Value through Profit and Loss.

The group has financial instruments valued at Fair value through profit and loss according to category 1 and 3 in IFRS value hierarchy. Category 1 includes shares in Spectrum, whereas category 3 includes shares and bond loan to Ziebel.

Shares in Spectrum ASAFollowing the sale of the seismic business, GTB holds 53 685 shares (0.66 %) in Spectrum ASA. The fair value of the shares is determined by reference to published price quotations in an active market (Oslo Axess listed company). 31 000 shares were sold in February 2010. Shares in Ziebel ASGTB was compensated for the sale of well innovation patents to Ziebel AS by shares in Ziebel AS and a share of future profits. The fair value of the unquoted ordinary shares has been estimated using benchmarking of trading sales and EBITDA multiples for comparable listed companies, as well as company specific information relating to issuance of convertible bond loan. The valuation requires management to make certain as-sumptions about the input. The shares are written off in 2009.

Interest rate swapsUSD 80 000 of the loans were secured through 2 fixed interest swaps with maturity 20 November 2012. The swaps are both of USD 40 000, and at fixed interest of 3.13 % and 3.15 %. According to IFRS, this does not qualify as a hedging transaction.

Market to market valuations of the swaps are carried out by professional financial institutions, and depicts estimates of the mid-market value of the swaps as at year end. The swaps are part of the discontinued operations, see not 6.

Notes to Consolidated Financial Statements

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Note 22 - Deferred revenues(USD 000)

Deferred revenues 2009 2008

At 1 January - Deferred during the year - 43 703 Released to the income statement - -4 883 At 31 December - 38 820

Current - 12 924 Non current - 25 896

- 38 820

Deferred revenues, from former subsidiary, see note 6, related to the period prior to start of drilling (mobilization and transit rates) was deferred and booked in the profit or loss over the lease period, normally 3-5 years.

Note 23 - Guarantees, commitments and contingencies(USD 000)

GUARANTEESGTB ASA is guaranteeing the financial lease for the 2D seismic vessel GGS Atlantic. The vessel was taken over by, and is being operated by, Spectrum ASA as part of the sale 30 June 2008 (see note 6). The vessel GGS Atlantic was in 2007 hired from Atlantic Seismic, where A. Blystad, who also owns Spencer Energy AS, is the majority owner. The lease runs until 2013.

GTB AS has given customary seller’s warranties among others relating to interim financial statements, tax and working capital. The maximum aggregate liability in respect of such warranties is limited to USD 12 500, reduced to USD 6 250 after 30 June 2010. The limitation does not apply in cases of fraud or grossly negligent non-disclosure. Further, any claims from the Buyer against GTB AS stemming from breach of the warran-ties have to be notified on or before 30 June 2010 for all warranties other than tax, where the deadline is 30 June 2011. The Parent company has guaranteed for GTB AS’ obligations under the Share Purchase Agreement.

GTB ASA has guaranteed versus Shell Brunei regarding fulfilment of contract between GTB Pte and Shell Brunei. The company is indemnified in the sales agreement.

Management has evaluated the conditions under the guarantees, and has decided not to make any accruals in the financial statements.

COMMITMENTSRent

2010 14720112012-2014

RentIn August 2007 a 3-year tenancy agreement with Tycoon Industrier AS concerning the rental of office space at Sjølyst Plass 2 was agreed. For 2010 the rent will be USD 147.

CONTINGENCIESCSPL agent in Indonesia Gema Terra is claiming commission for historical seismic sales. The group is investigating the inquiry. The claim has not been accrued for.

PROvISIONSOther

liabilities Accruals Total1 January 2009 1 794 7 580 9 374Discontinued (1 687) (947) (2 634)Settled (107) (6 633) (6 740)Claims during the year - 4 666 4 66631 December 2009 - 4 666 4 666

Provisions relates mainly to the following:

The Group entered into a long-term consultancy agreement with K. G. Finstad on 1 February 2004. Finstad’s main task was related to the sale and marketing of the Group’s seismic data along with the development of new seismic projects. Finstad is entitled to share of sale of certain seismic assets owned by Spectrum ASA.

Notes to Consolidated Financial Statements

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Former GTB employee and consultant to the Group G. Robert has filed through Fox Energy a claim against the 100 % owned subsidiary CSPL Singapore for the rights of bonuses for alleged sale of seismic activities (USD 188).

Both cases have been settled, as accrued, in 2010.

Success fee/bonuses and acquired seismic data processing related to former deliveries have been accrued for.

Note 24 - Group entitiesCompany

CountryEquity interest as

per 31.12.2009*GGS Invest AS * Norway 100 %Global Tender Barges AS * Norway 100 %CSPL Singapore * Singapore 100 %

* Voting rights are the same as equity interest.

Note 25 - Subsequent eventsGTB ASA received a merger proposal from Bergen Oilfield Services AS in November 2009. The parties did not reach an agreement and the negotiations were terminated in February 2010. The board and management continue to assess possible strategic options for the company.

Sector Asset Management sold its shares, 33.3 % 18 February 2010.

On 18 February the Hong Kong registered Oceanus International Investment Company Ltd, a subsidiary in Chinese HNA Group, acquired 33.3 % of the shares in the company.

Notes to Consolidated Financial Statements

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Parent CompanyParent Company

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(NOK 000) Note 2009 2008

Seismic revenues 2 26 511 60 759 Other revenues 2 16 932 1 383 Total operating revenues 43 443 62 142

Payroll expenses 4 (13 801) (8 743)Other operating expenses 5 (92 044) (95 752)Total operating expenses (105 846) (104 495)

Earnings before interest, tax, depreciation, amortization and impairment (EBITDA) (62 402) (42 353)

Depreciation and amortization 8 (6 856) (37 114)

Operating profit/ (loss) (69 258) (79 467)

Interest income 15 22 384 53 651 Interest expense 6 (132) (3 032)Foreign exchange gain/ (loss) 6 (128 150) 129 064 Write down financial assets 6 (100 000)Provision for bad debt subsidiaries 15 (13 070) (7 497)Income from investment in subsidiaries 6 13 353 - Other financial items 6 (27) 11 868 Net financial items (205 642) 184 054

Profit/ (loss) before tax (274 900) 104 587

Tax expense 7 (1 568) -

Net profit/ (loss) for the year (276 468) 104 587

Transfer to/ (from)Dividend 12 469 745Other equity 12 (746 213) 104 587

Total transfers (276 468) 104 587

Income Statement - GTB ASA

Income Statement - GTB ASA

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Statement of Financial Position GTB ASA - Assetsas at 31 December

(NOK 000) Note 2009 2008

Intangible non-current assetsMulti-client library 8 - 6 856

Financial non-current assetsInvestment in subsidiaries 15 120 120 Other investments 54 57 Receivables from group companies 15 2 500 716 395 Other non-current receivables 9 - 150 000

Total non-current assets 2 674 873 428

Current assetsTrade receivables 9 7 960 13 120 Other receivables 9 2 961 14 444 Receivables from group companies 15 100 865 6 211 Restricted cash 10 1 113 13 631 Cash and cash equivalents 10 602 924 115 228

Total current assets 715 823 162 635

Total assets 718 497 1 036 063

Statement of Financial Position GTB ASA - Assets

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Statement of Financial Position GTB ASA - Equity and Liabilitiesas at 31 December

(NOK 000) Note 2009 2008

Equity attributable to equity holders of the companyIssued capital 12 80 528 80 528 Share premium reserve 12 - 826 263 Approved, not registered reduction of Share premium reserve 12 826 263 Retained earnings 12 (689 605) 56 709

Total equity 217 287 963 500

Current liabilitiesTrade payables 3 057 3 543 Deferred revenues - 4 641 Liabilities to group companies 15 1 592 4 785 Dividend 12 469 745 -Prepayment from customers - 22 257 Other current liabilities 16 26 816 37 337

Total liabilities 501 210 72 563

Total equity and liabilities 718 497 1 036 063

Statement of Financial Position GTB ASA - Equity and Liabilities

Oslo, 2 March 2010

Gunnar ReitanChairman of the Board

Tone BjørnovMember of the Board

Ingrid LeisnerMember of the Board

Svein EggenMember of the Board

John Ove OttestadMember of the Board

Jon A. EldeCEO

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Statement of Cash Flow GTB ASA

(NOK 000) Note 2009 2008

OPERATING ACTIvITIESProfit/loss before tax (274 900) 104 587 Finance income and expense 205 642 (184 054) Depreciation and amortization 6 856 37 114 Working capital changes (109 180) (191 311) Net foreign exchange differences (unrealised) (840) 157 472 Taxes paid (1 568) Net cash flows from operating activities (173 990) (76 192)

INvESTING ACTIvITIESInvestments in MCL 8 - (1 840) Investment in fixed assets 8 - (162) Proceeds from loan 9 50 000 Proceeds from sale of assets 6 - 128 688 Interest received 23 350 11 884 Net cash flows from investing activities 73 350 138 570

FINANCING ACTIvITIESLoans granted to subsidiary 6 567 706 (520 357) Interest paid (132) (3 032) Net cash flows from financing activities 567 574 (523 389)

Net change in cash and cash equivalents 466 934 (461 011) Effect of currency changes 8 244 (28 408) Restricted cash at 1 January 10 13 631 117 843 Restricted cash at 31 December 10 1 113 13 631 Cash and cash equivalents at 1 January 115 228 500 435 Cash and cash equivalents at end of period 602 924 115 228

Statement of Cash Flow GTB ASA

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Notes to Financial Statements Parent Company

Note 1 Accounting policies 52Note 2 Segment information 53Note 3 Financial risk management 54Note 4 Personnel expenses 55Note 5 Other expenses 56Note 6 Financial items 56Note 7 Income taxes 57Note 8 Non-current intangible and tangible assets 58Note 9 Trade and other receivables 59Note 10 Cash and cash equivalents 59Note 11 Share capital and shareholder information 60Note 12 Equity 61Note 13 Guarantees, commitments and contingencies 61Note 14 Related parties 62Note 15 Subsidiaries 63Note 16 Other current liabilities 64Note 17 Subsequent events 64

Notes to Financial Statements Parent Company

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Note 1 - Accounting policies

General The financial statements have been prepared in accordance with the Norwegian Accounting Act and Norwegian generally accepted accounting principles in Norway (NGAAP). The accompanying notes are an integral part of the financial statements. The financial statements for the parent company is presented in NOK, rounded to the nearest thousand. NOK is also the functional currency for the parent company. Use of estimates The management has used estimates and assumptions that have affected assets, liabilities, incomes, expenses and information on potential liabilities in accordance with generally accepted accounting principles in Norway. Balance sheet classification Current assets and current liabilities consist of receivables and payables due within one year. Other balance sheet items are classified as non-current assets or non-current liabilities. Investments in subsidiaries and joint ventures Investment in subsidiaries and joint ventures are recognized at cost. The investment is valued as cost of shares in the subsidiary/joint venture, less any impairment losses. An impairment loss is recognized if the impairment is not considered temporary, in accordance with generally ac-cepted accounting principles. Impairment losses are reversed if the reason for the impairment loss disappears in a later period. Dividends, Group contribution and other distributions are recognized in the same year as they are recognized in the subsidiary’s financial state-ment. If dividends / Group contribution exceed withheld profits after acquisition, the excess amount represents repayment of invested capital, and the distribution will be deducted from the recognized value of the acquisition in the balance sheet for the parent company. Foreign currency translation Transactions in foreign currency are translated using the exchange in effect on the date of transaction. Monetary assets and liabilities in foreign currency are translated into NOK using the exchange rate in effect on the balance sheet date. Non-monetary assets and liabilities measured at historical cost in foreign currency are translated using the exchange rate in effect on the date of transaction. Changes to exchange rates are recognized in the income statement as they occur during the accounting period. Revenue recognition Multi-client projects are projects where the Company, at its own risk and expense, conducts all or parts of the collection of geophysical data. The data can be sold to an unlimited number of customers. Multi-client revenues are recorded when earned and when the company has a binding agreement with the customer. Revenue from ongoing surveys is recognized according to the percentage of completion. Determination of the percentage of completion is based on the amount of accrued expenses relative to the estimated total expenses of the survey. The survey is defined as completed on the date when the seismic data is collected and the vast majority of the data is processed. Future recognition of revenue follows the principle of completed projects. The Company recognizes the sale of seismic data for completed projects on the date of delivery. The process up until delivery comprises ordi-nary collection, processing and delivery. Delivery of seismic could be contingent on permission from the authorities and can only be conducted when such permission is given. Contract seismic projects are projects where the Company collects predefined geophysical services on behalf of a customer. Revenue from contractual seismic data is recognized when earned and according to the percentage of completion. Revenue from the processing of seismic data is recognized at delivery. INTANGIBLE ASSETS

Multi-client library The multi-client library comprises completed projects and projects under development that can be licensed to a number of customers. All direct costs related to data collection, processing and completion of seismic projects are capitalized. The multi-client library is capitalized at cost less accumulated amortization and accumulated impairment losses. Amortization is calculated ac-cording to accrued revenues for each survey as a share of the estimated total revenue for each project relative to estimated total cost for each project. This implies that the amortization of the project is finished when the estimated total revenues are attained. Estimated revenues are reviewed continuously. Judgments about the estimated revenues have to be made when determining the amortization rate and these can change over time according to changes in market conditions. The amortization of the multi-client library can therefore change according to the actual recording of revenue and estimated remaining revenue. In addition, the Company has a minimum amortization policy where the carrying amount one year after completion is at a maximum 60 % of cost. This maximum level is reduced by 20 percentage points for each of the three subsequent years. The PC2000 library is amortised over 7 years, and was fully amorised 30 June 2009. Tangible assets Tangible assets are stated at cost, less accumulated depreciation and any accumulated impairment losses. Depreciation is made on a straight line basis over the useful lives of the asset and recognized in the income statement. Calculated depreciations take into account the expected re-maining value if not insignificant. Expenses regarding major replacements and renewals are capitalized, while all other replacements, renewals, maintenance and repairs are recognized in the income statement. Impairment of tangible and intangible non-current assets Tangible and intangible non-current assets are assessed for impairment at each reporting period and always when events occur or changes in

Notes to Financial Statements Parent Company

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circumstances indicate that the carrying amount of the asset may not be recoverable. When impairment is considered, the assets are grouped at the lowest level for which there are separate identifiable cash generating units. Impairment is calculated as the difference between the assets carrying amount and the recoverable amount. The recoverable amount is the highest of the asset’s fair value less cost to sell and the value in use for the company. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. When it is assumed that the asset’s value is lower than its carrying amount, the asset is written down to the recoverable amount. The impairment amount is recognized in the income state-ment in those expense categories consistent with the type of the impaired asset. Previously recognized impairment losses are only reversed if there have been changes in the estimates used to determine the recoverable amount. The reversed amount cannot exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in profit or loss. Trade and other receivables Trade and other receivables are recognized initially at nominal values less provision for doubtful accounts Provision for doubtful accounts are based on an individual assessment of the different receivables based on the maturity and information about the customer’s financial position or other relevant information. Cash and cash equivalents Cash and cash equivalents comprise cash at bank and short-term deposits with an original maturity of three months or less. Bank overdrafts are presented as current liabilities. Provisions Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event and it is probable that the obligation has to be settled and that a reliable estimate of the obligation can be made. Interest-bearing loans and borrowings Interest-bearing loans and borrowings are recognized at cost. The interest expenses are expensed continuously. Trade and other payables Trade and other payables are recognized at cost. Pensions The Company has defined contribution plans as obliged by law (“Obligatorisk tjenestepensjon”). The defined contribution plan is a pension plan under which the Company pays fixed contributions to pension plans. The Company has no legal or constructive obligation to pay further contribu-tions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The Company pays contributions to publicly or privately administered pension plans. The contributions are recognized as employee benefit expenses when they are due. Prepaid contributions are recognized as an asset to the extent that the cash refund or reduction in future payments is available. Segment reporting The Company has one business segments: seismic data. Furthermore, the company is organised into geographical segments.

Income tax Tax expenses comprise both tax payable and changes in net deferred tax. The tax includes expected tax payable on the year’s taxable income using existing tax rates on the balance sheet date and any corrections on previous tax payables. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply at the time the assets are realized or the liability is settled, on the basis of temporary differences exist-ing between the values in the accounts and the tax-related values. The calculation also includes tax loss carry-forwards at the end of the financial year. Tax increasing and tax reducing temporary differences that reverse or can be reversed in the same period are netted in the balance sheet. Deferred tax assets are recognized in the balance sheet when it is probable that the Company will have sufficient profit for tax purposes to utilize the tax asset. Cash Flow Statement The cash flow statement is prepared using the indirect method. Restricted bank deposits related to the operations are included in cash equivalents. Uncertain liabilities and contingent assets Accounting of events with an uncertain outcome is done by using best judgment, and it must be based on a probability consideration. When it is highly probable that the unsecured liability will be settled, and if its value can be reliably measured, the liability will be recognized. Contingent assets are not normally accounted for. Subsequent events New information regarding events existing at year end is accounted for in the estimates. Information regarding events after the end of the year is disclosed in the notes.

Note 2 - Segment information(NOK 000)

GTB offers geophysical services, including the collection and processing of seismic data. Most of the seismic business was sold in June 2008, only the Iranian libraries (PC2000) are left in GTB as at 31 December 2009. For further details on the sale, see note 6.

Segment information is given for geographical segments. There have been no transactions between the individual segments in the reporting period.

Notes to Financial Statements Parent Company

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The geographical distribution of earnings is determined by the location in which the data was collected. Operational expenses relating to general operations, including general administration costs and head office costs are split according to revenues. Other revenues are Service provider fee from the subsidiaries.

2009

AsiaMiddle East,

Africa and Europe North AmericaUnallocated

items TotalSeismic revenues 26 511 - - - 26 511Other revenues 15 398 1 531 - 3 16 932 Investments - - - - - Carrying amount assets 7 096 711 401 - - 718 497

2008

AsiaMiddle East, Africa

and Europe North AmericaUnallocated

items TotalSeismic revenues 8 419 31 353 20 987 - 60 759Other revenues - - 1 383 - 1 383Investments - - 2 002 - 2 002Carrying amount assets 5 932 880 440 - 149 692 1 036 064

Note 3 - Financial risk management(NOK 000)

GENERALThe Board of Directors has the overall responsibility for the establishment and oversight of the company’s risk management framework. The Board regulates its work through Board meetings, the audit committee and general interaction with the management. The company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environ-ment in which all employees understand their role and obligations. The audit committee oversees how the management monitors compliance with the company’s risk management work and reviews the adequacy of the risk management framework in relation to the risks faced by the company. CAPITAL MANAGEMENTThe primary objective of the company’s management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to sup-port its business and maximize shareholder value. The company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The company monitors capital on the basis of its book equity ratio which is calculated as total equity divided by total assets. It is the company’s policy that this ratio be 20 % or higher.

31 December 2009 2008Total equity 217 287 963 500 Total assets 718 492 1 036 064 Ratio 30 % 93 %

CURRENCy RISKRevenues and expenses are given mostly in USD and NOK. The management considers the currency risk to be limited. Therefore no currency hedging transactions have been made. The company’s available liquid assets are held in NOK and USD. 31 December NOK 218 371 was held in USD and therefore exposed to currency risk. As at 31 December 2009 foreign currency debts totalled TUSD 3 500. Foreign currency receiv-ables totalled TUSD 2 503. INTEREST RATE RISKThe company has no interest-bearing debt as of 31 December 2009. LIqUIDITy RISK The company’s liquidity situation as of 31 December 2009 is good. The company held NOK 602 294 in free cash, NOK 111 787 in current receiv-ables, NOK 501 210 in current liabilities and NOK 1 113 in restricted cash as at 31 December 2009. CREDIT RISKA credit risk is posed by the fact that the company first makes its investment before receiving payments from customers. GTB makes limited investments, and is working to improve payment terms.

Notes to Financial Statements Parent Company

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Note 4 - Personnel expenses(NOK 000)

Salaries are the total cost of remuneration to the employees, including direct salaries and holiday allowance, in addition to official taxes relating to the employment. Other remuneration consists of company car, phone and other similar allowances.

2009 2008Salaries 8 935 7 434Pension costs 270 320Bonuses, including social costs* 3 848 875Other remuneration 747 115Total 13 801 8 743Average number of employees 4 7

PENSIONSGTB operates a pension scheme in accordance with the law on obligatory pension schemes in Norway. Costs related to this scheme totalled NOK 270 in 2009. The age of retirement is 67 years. BONUSESA bonus scheme for key employees was launched at the annual assembly in 2009. The bonus scheme is based on discretional KPI’s approved by the Board. For 2009 bonus NOK 1 000 was awarded. Succsess fee/bonuses have been accrued for. See also note 14 about succsess fee to GR Holding AS.

REMUNERATION FOR THE COMPANy’S MANAGEMENT AND BOARD

SalariesOther

remuneration Pension Bonus TotalCEO/CFO 1 1 490 8 49 1 000 2 547 Executive Chairman Board of Directors 2 1 013 13 1 026 Other members Board of Directors' 3 872 872 Total 3 375 21 49 1 000 4 445

1 J. Elde as CFO and CEO from June. K. Øversjøen until May. Total salaries NOK 1 500.2 G. Reitan as Executive Chairman from June. The Executive Chairman of GTB ASA receives an annual remuneration of NOK 3003 The Board now comprises in addition, J. Ottestad, S. Eggen, I. Leisner and T. Bjørnov. Boardmembers receive NOK 200 per year. Other remuneration is to the

nomination-, audit - and compensation committees.

2008

SalariesOther

remuneration Pension Bonus TotalCEO 1 1 667 6 49 875 2 596 CFO 2 1 317 6 45 - 1 367 Chairman Board of Directors’ 3 375 - - - 375 Other members Board of Directors’ 4 660 30 - - 690 Total 4 019 41 93 875 5 028

1 K. Øversjøen. The bonus relating to 2007 was paid out in 2008. 2 J. Weseth (NOK 150 thousands) was the CFO until J. Elde (NOK 1 168 thousands) was appointed 1 February 20083 The Board comprised og G. Reitan (Chairman) appointed at the general meeting in 2008, G. Hvammen, Ø. Spetalen, E. Roaldset and T. Bjørnov. The chairman of

GGS ASA received an annual remuneration of NOK 250 thousands. Board members received NOK 160 thousands per year.4 Other remuneration was to the nomination committee.

GUIDELINES FOR DETERMINING SALARIES AND OTHER COMPENSATION FOR COMPANy MANAGEMENTIn accordance with the regulations in paragraph 6-16a in the Norwegian Public Limited Companies Act, the Board of Directors has established a statement regarding salary and remuneration to the management of the company. The focus of the company is to hire qualified mangers and to pay according to the market. Salary and remuneration of the CEO is determined by the Board of Directors, and payments to other employees are determined by the CEO according to guidelines from the Board of Directors.

Notes to Financial Statements Parent Company

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Note 5 - Other expenses(NOK 000)

OPERATING ExPENSES 2009 2008

Office expenses 1 736 2 334 External services 36 430 21 686 Seismic expenses 54 258 65 540 Losses on account receivables (3 330) 2 900 Travel expenses 977 1 497 Other 1 973 1 795 Total 92 044 95 752

Seismic expenses are rent of seismic vessel and cost of processing seismic data.

External services are audit, consulting and legal assistance. Succsess fee/bonuses and acquired seismic data processing related to former deliveries have been accrued for.

Remuneration to auditors

2009 2008Statutory audit * 1 770 3 095 Other assurance services 30 1 282 Tax services 402 33 Non-audit services 315 435 Total 1 917 4 845

All amounts specified excluding VAT * Statutory audit includes fee related to audit of other group companies.

Note 6 - Financial items (NOK 000)

INTEREST ExPENSES 2009 2008

Other interest expenses 132 3 032 Total 132 3 032

GGS has no interest bearing debt as at 31 December 2008.

FOREIGN ExCHANGE GAIN/ LOSS2009 2008

Foreign exchange gain 20 143 201 643 Foreign exchange losses (148 293) (72 579) Total (128 150 ) 129 064

GTB ASA has lent its subsidiary GTB AS USD 96 000 (NOK 671 900) in 2008. USD 81 000(NOK 566 900) was used to purchase 90 % of the shares in GTB Pte in Singapore, USD 15 000 (NOK 104 900) served as a deposit for shipyard stay of tender rigs Barracuda and Al Baraka. The amount was released in November 2008, and in January 2009 GTB AS converted the last USD 15 000 into equity in GTB Pte. The intercompany loan to GTB AS (denominated in USD) resulted in a realized loss of NOK 135 555 as at 31 December 2009. The shares in GTB Pte were sold 2 November 2009, and the loan was repaid.

OTHER FINANCIAL ITEMS2009 2008

Release of loan (100 000) -Gain from spin off 1 - 14 082 Other (27) (2 215) Group contribution 13 353 -Total (86 674) 11 868

1 On 16 April 2008, the board of directors of GTB ASA and Spectrum ASA agreed to transfer the majority of GTB’s seismic business to Spectrum ASA pursuant to an arm’s length transaction. The transaction was effective 30 June 2008.

Notes to Financial Statements Parent Company

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Entities, operations and assets sold from GTB ASA to Spectrum ASA comprise:• Shares in Spectrum Geo Ltd in the UK.

Spectrum Geo Ltd offers seismic data processing, multi-client surveys and offshore acquisition to the oil and gas sector. Spectrum Geo Ltd had a subsidiary in Houston US (Spectrum US Inc), and held a 40 % stake in a joint venture in Libya (Spectrum Geo Libya) and a 50 % stake in a joint venture in Egypt (Spectrum Geo Egypt).

• Shares in Geobridge Inc in Singapore. The Group held a 50 % stake in the joint venture GeoBridge in Singapore, together with BGP Inc. The company offers seismic data consulting

• Lease agreement for the seismic vessel GGS Atlantic. GTB has an option to use the GGS Atlantic for conducting seismic work offshore India in the first quarter 2009

• Multi Client Libraries / surveys in West Florida and East Timor• Accounts receivable amounting to NOK 34 200.

The sale was settled partly in cash (NOK 125 000) and partly by loan (NOK 150 000) from GTB to Spectrum ASA. The loan matures on 31 December 2011. Interest payable during the term of the loan is NIBOR 3-months + 300bps. In June 2009, the parties agreed on an early redemtion of NOK 50 000, which is lower than face value (NOK 150 000).

Note that the PC2000, the Iranian Pseudo 3D surveys, and all the other Iran related surveys of GTB were not comprised by the transaction and will remain with GTB.

Note 7 - Income taxes(NOK 000)

The major component for income tax expense for the years ended 31 December 2009 and 2008 are:

2009 2008Current income tax: Current income tax charge (1 568) - Deferred income tax: Relating to origination and reversal of temporary differences - - Income tax expense reported in the income statement (1 568) -

A reconciliation of current income tax charge for the years ended 31 December 2009 and 2008 is as follows:

2009 2008Profit before tax: (274 900) 104 587

Non-deductable expenses 83 55 Non-taxable gains/losses on sales of shares in subsidiaries - (7 286)Write-down loan to subsidiary 8 028 7 497 Equity transaction expenses charged directly to equity - - Other permanent differences 57 600 - Change in temporary differences 175 783 (154 104)Correction from previous year - 11 892 Basis current income tax charge: (28 364) (37 359)Current income tax charge: - -

The change in temporary differences is mainly related to the payment of the bond loan in foreign currency.

A reconciliation between tax expense and the product of accounting profit multiplied by Norway’s domestic tax rate for the years ended 31 December 2009 and 2008 is as follows:

2009 2008 Profit before tax : (274 900) 104 587 Domestic tax rate 28 % 28 %Expected income tax based on domestic tax rate 76 972 (29 284)Tax effect of non-deductible expenses (19 811) (2 115)Tax effect of non-taxable income - 2 040 Adjustment to previous years profit / loss - (3 331)Deferred taxes not recognized (7 942) (10 459)Tax assets not recognised current year (49 219) 43 149 Tax effect of foreign income taxes (1 568) - Current tax income / (expense) (1 568) (0)Effective tax rate in % - -

Notes to Financial Statements Parent Company

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Deferred income tax at 31 December relates to the following:

2009 2008Deferred tax liability (net)Non-current receivables/liabilities in foreign currency - 44 613 Profit and loss account 14 17

14 44 630 Deferred tax assets (net)Current receivables (1 819) - Tangible assets (532) (672)Shares outside the non-tax method ("fritaksmetoden") (7 017) (7 017)Accrued expenses (6 806) (1 097)Tax losses carried forward (231 969) (227 613)

(248 143) (236 399)

Deferred tax assets (net) (248 129) (191 769)Deferred tax assets not recognised in balance sheet 248 129 191 769 Deferred tax assets in balance sheet - -

The current income charge relates to the project in India. GTB did also pay WHT to India, NOK 3 490. This is recognized as revenue deductions.

57.6 % of the write down of Spectrum loan is considered non deductable in the tax accounts as this is related to sales of shares.

The company has not recognized any deferred tax assets as at 31 December 2009. Deferred tax assets are the value of tax losses and other tax positions. Deferred tax assets are recognized only to the extent that it has become probable that the company will have sufficient future taxable profit to allow deferred tax assets to be recovered. There is no limit for the right to carry forward the tax losses of NOK 828 461 (net NOK 231 969).

Note 8 - Non-current intangible and tangible assets(NOK 000)

Multi-client library

Machinery and equipment Total

Cost :At 1 January 2008 913 974 23 450 937 424 Additions 1 840 162 2 002 Disposals (151 605) (21 475) (173 080) At 31 December 2008 764 209 2 137 766 346 Additions - Disposals - At 31 December 2009 764 209 2 137 766 346

Amortization and depreciation:At 1 January 2008 (816 321) (5 938) (822 259) Amortization/depreciation for the year (35 141) (1 973) (37 114) Write-down 94 109 5 773 99 882 At 31 December 2008 (757 353) (2 138) (759 491) Amortization/depreciation for the year (6 856) - (6 856) Disposals - - - At 31 December 2009 (764 209) (2 138) (766 347)

Useful life 4-7 years 3-5 years

Net book value:At 31 December 2009 0 0 0At 31 December 2008 6 856 0 6 856

Notes to Financial Statements Parent Company

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There are no discrepancies between assumed useful lives and plans for depreciation and amortisation. For further information on disposals, see note 6. PC2000The management investigated in 2008 indications of impairment of the multi-client library PC-2000. There were no indications of impairment of the multi-client library PC2000 as at 31 December 2008. PC2000 is fully amartized in 2009. The regulations that set the framework for PC2000 stipulate an earnings sharing with Iranian companies and authorities after GTB has covered its costs. GTB will, after the costs have been covered, have the right to approximately 40 % of the net sales earnings from PC2000.

Note 9 - Trade and other receivables(NOK 000)

TRADE RECEIvABLES

Total Not past dueUp to 3 months

past due3-6 months

past dueOver 6 months

past due2009 7 960 6 574 1 386 - 2008 13 120 - 805 10 709 1 606

A provision has been made for losses incurred from trade receivables of NOK xxx as of 31 December 2009 (NOK 1.200 in 2008).

OTHER RECEIvABLES 2009 2008

Current:Prepaid expenses 228 272 Other receivables 2 733 6 945 Earned, not invoiced revenue - 7 227

2 961 14 444

Non current:Interest bearing receivable * - 150 000 Total 2 961 164 444

* The sale of the seismic business in 2008 was settled partly in cash (NOK 125 000) and partly by a loan from GTB (NOK 150 000) from GTB to Spectrum ASA . In June 2009, the parties agreed on an early redemtion of NOK 50 000, which is lower than face value (NOK 150 000).

Note 10 - Cash and cash equivalents (NOK 000)

Available cash as at 31 December: 2009 2008

Cash held in banks 602 924 115 228

Cash held in USD equals NOK 218 371, the remaining is nominated in NOK.

Restricted cash as at 31 December 2009 2008

Bid bond - 12 830 Employee tax deductions 411 397 Deposit 701 404 Total 1 113 13 631

The bid bond was related to the Reliance contract in India first quarter 2009 (see note 13). Bid bond is the amount that is put on a secured account as a guarantee for the future work that is to be performed by GTB. The bid bond was released in 2009.

Notes to Financial Statements Parent Company

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Note 11 - Share capital and shareholder information The Annual General Meeting 28. May 2009 approved a reversed split at the ratio 6:1. The nominal value of the share after the reversed split is NOK 0.6.The company’s registered share capital is NOK 80 527 668.70 divided into 134 212 781 shares.The share capital is fully paid. All shares have the same rights.

2009 2008Issued No of shares No of sharesOrdinary shares of NOK 0.6 per share 134 212 781 805 276 687

20 largest shareholders and ownership interest as at 31 December 2009 NoteUBS AG, LONDON BRANCH 1 44 736 000 33.33 %SPENCER ENERGY AS 6 010 665 4.48 %FERNCLIFF DAI 1 AS 2 722 131 2.03 %SVELA EIENDOM AS 2 515 233 1.87 %PERSHING LLC 2 362 000 1.76 %HAVTRÅL AS 2 144 000 1.60 %SKAGEN VEKST 1 800 000 1.34 %CAMACA AS 1 757 333 1.31 %FERNCLIFF TIH AS 1 600 833 1.19 %DNB NOR SMB 1 325 000 0.99 %VPF NORDEA SMB 1 295 166 0.97 %ZONCOLAN ASA 1 183 000 0.88 %HAUGNÆSS 1 056 000 0.79 %RANDOM BUSINESS VENTURES AS 1 052 000 0.78 %MATSPECIALEN AS 1 050 000 0.78 %SOLAN CAPITAL AS 963 999 0.72 %DNB NOR NAVIGATOR 963 208 0.72 %JOHANSEN 890 000 0.66 %STOKO AS 866 000 0.65 %DNB NOR MARKETS, AKSJEHAND/ANALYSE 851 363 0.63 %Totals 77 143 931 57.48 %Other shareholders (3 954) 57 068 850 42.52 %

Shares owned by the GTB’s Board of Directors and management as of 31 December 2009: Note Total no of shares Duo Jag AS 2 700 000 0.52 %GR Holding AS 3 41 666 0.03 %

1 Controlled by Sector Asset Management.2 Board member I. E. Leisner controls Duo Jag AS.3 Chairman of the Board G. Reitan controls GR Holding AS.

Ferncliff Dai 1 AS, controlled by former board member Ø. Spetalen, sold on 11 November 2009 21 000 000 shares. After the sale he, together with associated companies, controls 3.64 % of the shares in GTB.

Solan Capital AS, controlled by former board member G. Hvammen sold on 11 November 2009 2 536 000 shares, and controls 0.72% of the shares after the sale.

Ø. Spetalen and G. Hvammen left the board 9 December 2009.

JE Oil Services AS, controlled by CFO J. Elde transferred 30 December 2009 its holding of shares to its lenders in connection of repayments of loans. After this transactions JE Oil Services AS holds no shares in GTB.

The General Meeting on 28 May 2009 voted to authorize the Group’s board to buy back the Group’s own shares. The authorization is valid until next General Meeting. The authorization has not been used on 31 December 2009.

Notes to Financial Statements Parent Company

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Note 12 - Equity (NOK 000)

Paid in equityShare premium

reserveRetained earnings Total equity

Equity at 1 January 2008 80 528 826 263 (47 878) 858 913 Profit/ loss for the year - - 104 587 104 587 Equity at 31 December 2008 80 528 826 263 56 709 963 500 Profit/ loss for the year - - (276 468) (276 468)Approved not registered reduction of share premium reserve - (826 263) 826 263 -Dividend - - (469 745) (469 745)Equity at 31 December 2009 80 528 - 136 759 217 287

* Approved, not registered reduction of share premium reserve was converted to free equity 2 Mach 2010.

Note 13 - Guarantees and commitments(NOK 000)

GuaranteesGTB ASA is guaranteeing the financial lease for the 2D seismic vessel GGS Atlantic. The vessel was taken over by, and is being operated by, Spectrum ASA as part of the sale 30 June 2008 (see group note 6). The lease runs until 2013.

GTB ASA has guaranteed for GTB AS’ obligations under the Share Purchase Agreement.

The company has issued a parent guaranty related to GTB Pte’s obligations under the contract with Shell Brunei. GTB ASA is held indemnified as result of the sale of the shares.

See also group note 23.

COMMITMENTSRent

2010 557 2011 - 2012-2014 - Total 557

RentIn August 2007 a 3-year tenancy agreement with Tycoon Industrier AS concerning the rental of office space at Sjølyst Plass 2 was agreed. For 2010 the rent will be NOK 557.

CONTINGENCIESCSPL agent in Indonesia Gema Terra is claiming commission for historical seismic sales. The group is investigating the inquiry. The claim has not been accrued for.

Notes to Financial Statements Parent Company

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Note 14 - Related parties(NOK 000)

A party is related to an entity if the party directly or indirectly through one or more intermediaries controls, is controlled or is under common con-trol with the entity (this includes parents and subsidiaries), has an interest in the entity that gives it significant influence over the entity or has joint control over the entity. Furthermore, a related party is an associate, a joint venture partner or a close family member. A related party transaction is a transfer of resources, services or obligations between related parties regardless of whether a price is charged. In order to ensure that such information is made public, the following related party relationships are described in detail;

Purchase from related parties 2009

Receivable / (Payable) as at 31.12.2009

Purchase from related parties 2008

Receivable / (Payable) as at 31.12.2008

Tycoon Industrier 1 132 (291) 1 543 (570)Std Engineering - - 345 (345)GR Holding AS 4 000 - - - KCA Deutag 162 457 - 124 227 -

2009GTB had through its subsidiary Global Tender Barges in Singapore a management agreement with Abbot Group as the owner of KCA Deutag in operation of the three tender barges. Abbott owes 10 % of Global Tender Barges Pte Ltd. The subsidiary was sold in 2009, see note 6.KCA Deutag was both in 2008 and 2009 entitled to management fee (USD 5/day/rig) and success fee related to EBITDA and uptime.

GTB leases its premises and engineering services from Tycoon Industrier AS which is controlled by former board member Ø. Spetalen. Tycoon is no longer a related party after Ø. Spetalen left the board.

Chairman of the Board, G. Reitan controls GR Holding AS. The amount paid is successes fee related to the sale of the rigs.

2008GTB leased its premises and hired P. Sølvberg from Ø. Spetalen’s company Tycoon Industrier AS. P. Sølvberg held 1 000 000 shares in GTB. GTB is guaranteeing the financial lease for the 2D Seismic Vessel GGS Atlantic. The vessel is operated by Spectrum ASA. GGS Atlantic is owned by Atlantic Seismic where A. Blystad, who also owns Spencer Energy AS, is the majority owner. The Group was hiring engineering services from Std Engineering which is a part of Noble Denton where Ø. Spetalen was the majority share-holder. CEO K. Øversjøen’s wholly owned company, Kov Oil Services AS, borrowed in 2007 NOK 10 million from each of the two companies Ferncliff TIH AS and Spencer Energy AS. Ferncliff TIH AS is owned by Stray Spetalen, who is a member of the Board of Directors of GTB and also the sole owner of the company Ferncliff DAI I AS. Spencer Energy AS is the largest shareholder of GTB. Kov Oil Services AS bought shares in GTB from Spencer Energy, Ferncliff and related parties. The share prices were set based on a combination of the market prices at the time of the transactions and a calculated cost of the sales restrictions set forth in the agreement based on option pricing. The sales restrictions are gradually released through a two year period. The investment company of CFO J. Elde borrowed NOK 5.0 million, the investment company VP Rig Operations K. Jensen borrowed NOK 1.5 million and the investment company of General Manager L. Baustad borrowed NOK 1.5 million from the two companies Ferncliff TIH AS and Spencer Energy AS. These investment companies bought GTB shares through Oslo Stock Exchange. See note 11 for share holdings. The condi-tions set forth in the agreements between the investment companies and the two major shareholders was considered to be at market terms. The consultancy contract with former chairman of the Board M. Andersen has been terminated. This consultancy contract includes a right to sev-erance pay of TNOK 388 equivalent to 3 months of fees. GTB has taken the position that the consultancy agreement is not validly entered into. This was settled in 2008 between the parties with limited financial consequences for the Group.

Notes to Financial Statements Parent Company

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Note 15 - Subsidiaries(NOK 000) SHARES IN SUBSIDIARIES

Company Registered officeEquity interest

at at 31 Dec 2009voting rights

at at 31 Dec 2009GGS Invest AS Norway 100 % 100 %Global Tender Barges AS Norway 100 % 100 %CSPL Singapore Singapore 100 % 100 %

The carrying amount of the shares in subsidiaries is per 31 December 2009 NOK 120 thousands (Global Tender Barges AS). The carrying amount of the shares GGS Invest AS and CSPL are 0.

GTB AS sold its shares in GTB Pte 2 November 2009, see group note 6. Dept from GTB Pte to GTB ASA was thereafter paid.

CSPL HK was deregistered in 2009. CSPL Singapore is under process for deregistration.

RECEIvABLES AND LIABILITIES RELATED TO SUBSIDIARIES2009 GGS Invest CSPL GTB AS TotalNon-current receivables 31 December 2009 51 253 - - 51 253 Provision bad debt 31 December 2009 (48 753) - - (43 711) Net non-current receivables 2 500 - - 7 542 Current receivables 31 December 2009 - 5 743 100 865 106 608Provision bad debt 31 December 2009 - (5 743) - (5 743) Net current receivables - - 100 865 100 865

Net receivables 2 500 - 100 865 103 365

Non-current liabilities 31 December 2009 - - -

Interest income 2009 2 378 - 12 721 15 099 Interest expense 2009 - - - -

RESULTS AND EqUITy IN SUBSIDIARIESResult 2009 (7 998 ) (558) 173 422 Equity 2009 (43 647) (4 370) 13 472

2008 GGS Invest CSPL GTB AS GTB Pte TotalNon-current receivables 31 December 2008 48 818 - 703 261 - 752 079 Provision bad debt 31 December 2008 (35 683) - - - (35 683) Net non-current receivables 13 135 - 703 261 - 716 395 Current receivables 31 December 2008 - 7 280 - 6 211 13 491 Provision bad debt 31 December 2008 - (7 280) - - (7 280) Net current receivables - - - 6 211 6 211

Net receivables 13 135 - 703 261 6 211 722 606

Non-current liabilities 31 December 2008 - 4 785 - - 4 785

Interest income 2008 3 578 - 31 226 - 34 804 Interest expense 2008 - - - - -

Other investmentsGTB ASA owns 53 685 shares in Spectrum ASA, equal to 0.66 % of total shares. The shares are recognized at cost. Spectrum ASA is noted on Oslo Axess, market value as per 31 December was NOK 591. 31 000 shares were sold in February 2010.

Joint venturesAfter the sale of seismic business in June 2008, GTB no longer holds any interest in Joint Ventures (details in group note 6).

Notes to Financial Statements Parent Company

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Note 16 - Other current liabilities(NOK 000)

Other current liabilities Accruals Total

1 January 2009 27 349 9 988 37 337

Reclassified to provision bad debt (5 085) (5 085)Settled (22 264) (9 988) (32 252)Claims during the year 2 508 24 308 26 816 31 December 2009 2 508 24 308 26 816

GTB entered into a long-term consultancy agreement with K. G. Finstad on 1 February 2004. Finstad’s main task was related to the sale and marketing of the Group’s seismic data along with the development of new seismic projects. Finstad is entitled to share of sale of certain seismic assets owned by Spectrum ASA. The amount has been accrued for.The case was settled in January 2010 as accrued.

Succsess fee/bonuses and acquired seismic data processing related to former deliveries have been accrued for.

Note 17 - Subsequent eventsGTB ASA received a merger proposal from Bergen Oilfield Services AS in November 2009. The parties did not reach an agreement and the negotiations were terminated in February 2010. The board and management continue to assess possible strategic options for the company.

Sector Asset Management sold its shares, 33.3 % 18 February 2010.

On 18 February the Hong Kong registered Oceanus International Investment Company Ltd, a subsidiary in Chinese HNA Group, acquired 33.3 % of the shares in the company.

Notes to Financial Statements Parent Company

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Auditor’s Report

Auditor’s Report

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Global Tender Barges ASA

Sjølyst plass 2

NO-0278 Oslo

Norway

Telephone +47 23 01 49 70

Telefax +47 23 01 49 71

Org.no. 980 585 522

www.globaltenderbargesasa.no