Veidekke

AGM Information • Dec 3, 2020

Minutes of the Veidekke ASA extraordinary general meeting

At 17:00 on 3 December 2020, an extraordinary general meeting of Veidekke ASA was held via webcast at the company's head office at Skabos vei 4, Oslo. The list of registered advance votes, attendees and represented shares was updated prior to the general meeting. 5 shareholders/proxies attended the meeting, and advance votes were registered in respect of 42 307 103 shares. In total, 65 284 627 shares were represented at the meeting, corresponding to 48.38% of the total number of issued shares. A list of attending shareholders and proxies is appended to these minutes.

Auditor Anders Gøbel from EY also attended.

The following matters were dealt with:

1. Opening of the extraordinary general meeting and election of the meeting chair and two persons to co-sign the minutes

The extraordinary general meeting was opened by board chair Svein Richard Brandtzeeg, who was unanimously elected to chair the meeting. Group General Counsel John Strand was elected to keep the minutes. Jørgen Wiese Porsmyr and John Strand were elected from among the shareholders to co-sign the minutes with the board chair.

2. Approval of the notice of meeting and agenda

There were no comments on the notice of meeting or the agenda. The notice of meeting and the agenda were therefore approved. The meeting chair declared the extraordinary general meeting lawfully convened.

1. Approval of interim statement of financial position for Veidekke ASA, including distribution of an extraordinary dividend

The interim statement of financial position as at 30 September 2020 and the extraordinary dividend totalling NOK 22.50 per share proposed by the board were approved.

No further matters remained to be considered The distribution of votes is shown in Annex 1. The general meeting was closed.

Svein Richard Brandtzæg

Jørgen Wiese Porsmyr

John Strand

Protocol for general meeting VEIDEKKE ASA

ISIN:	NO0005806802 VEIDEKKE ASA
General meeting date: 03/12/2020 17.00
Today:	03.12.2020

Shares class	FOR		Against Abstain Poll in		Poll not registered	Represented shares with voting rights
Agenda item 1 Opening of the general meeting. Election of meeting chair and two persons to co-sign the minutes.
Ordinær	65,275,175	85	9,367	65,284,627	O	65,284,627
votes cast in %	99.99 %	0.00 %	0.01 %
representation of sc in %	99.99 %	0.00 %	0.01 %	100.00 %	0.00 %
total sc in %	48.37 %	0.00 %	0.01 %	48.38 %	0.00 %
Total	65,275,175	85		9,367 65,284,627	0	65,284,627
Agenda item 2 Approval of the notice of meeting and agenda.
Ordinær	65,276,730	85	7,812	65,284,627	O	65,284,627
votes cast in %	99.99 %	0.00 %	0.01 %
representation of sc in %	99.99 %	0.00 %	0.01 %	100.00 %	0.00 %
total sc in %	48.37 %	0.00 %	0.01 %	48.38 %	0.00 %
Total	65,276,730	85		7,812 65,284,627	O	65,284,627
Agenda item 3 Approval of interim statement of financial position as at 30th of September 2020 and extraordinary dividend.
Ordinær	65,277,490	137	7,000	65,284,627	0	65,284,627
votes cast in %	99.99 %	0.00 %	0-01 %
representation of sc in %	99.99 %	0.00 %	0.01 %	100.00 %	0.00 %
total sc in %	48.37 %	0.00 %	0.01 %	48.38 %	0.00 %
Total	65,277,490	137	7,000	65,284,627	0	65,284,627

Registrar for the company:

Signature company:

VEIDEKKE ASA NORDEA-BANK ABP, FILIAL NORGE

Share information

Name	Total number of shares Nominal value Share capital Voting rights
Ordinær	134,956,267	0.50 67,478,133.50 Yes
Sum:

§ 5-17 Generally majority requirement

requires majority of the given votes

§ 5-18 Amendment to resolution

Requires two-thirds majority of the given votes

like the issued share capital represented/attended on the general meeting

Total Represented

ISIN:	NO0005806802 VEIDEKKE ASA
General meeting date: 03/12/2020 17.00
Today:	03.12.2020

Number of persons with voting rights represented/attended : 5

	Number of shares % sc
Total shares	134,956,267
- own shares of the company	0
Total shares with voting rights	134,956,267
Represented by own shares	160,850	0.12 %
Represented by advance vote	42,307,103	31.35 %
Sum own shares	42,467,953	31.47 %
Represented by proxy	3,438,601	2.55 %
Represented by voting instruction	19,378,073	14.36 %
Sum proxy shares	22,816,674	16.91 %
Total represented with voting rights	65,284,627	48.38 %
Total represented by share capital	65,284,627	48.38 %

Registrar for the company:

Signature company:

NORDEA BANK ABP, FILIAL NORGE

VEIDEKKE ASA

Attendance List Attendance VEIDEKKE ASA 03/12/2020

% registered	64.71 %	33.36 %	1.41 %	0.30 %	0.08 %	0.00 %
% represented	64.80 %	33.41 %
			1.41 %	0.30 %	0.08 %	0.00 %
SC %	31.35 %	0/o 16.16	0/0 0.68	0.14 %	0.04 %	0.00 %
Total	42,307,103	21,811,934	920,915	193,135	49,240	2,300
Proxy	0	3,260,344	178,257	0	0	0
Own	42,307,103	0	0	109,310	49,240	2,300
Share	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær	Ordinær
Participant		Proxy Solicitor	Proxy Solicitor	Share Holder	Share Holder	Share Holder
Repr. by
Company/Last name		Svein Richard Brandtzæg	Bengtsson Jimmy	PORSMYR	Bengtsson	BRANDTZÆG
First Name		Chairman of the board	Group CEO	JØRGEN WIESE	Jimmy	RICHARD SVEIN
Ref no		18	26	976	1941	28027