Veidekke

AGM Information • May 8, 2019

MINUTES OF THE 2019 ANNUAL GENERAL MEETING OF VEIDEKKE ASA

On 8 May 2019, the annual general meeting of Veidekke ASA was held at Hotel Continental, Teatersalen, Stortingsgaten 24/26, in Oslo. The following business was transacted:

Opening of the annual general meeting, election of the meeting chair and election of two $\left( \mathbf{1}\right)$ attendees to cosign the minutes

The annual general meeting was declared open by board chair Martin Mæland, and a list of attending shareholders and proxies was prepared. In total, 149 shareholders and proxies were present, representing 67 515 070 shares (50.50% of the total share capital). A list of the attending shareholders and proxies is appended to these minutes.

Martin Mæland was unanimously elected to chair the meeting. Shareholders Tine Fossland and Gjertrud Helland were elected to sign the minutes along with the meeting chair.

Approval of the notice of meeting and agenda $2)$

The meeting chair asked whether there were any comments on the notice of meeting or the agenda. No objections were raised to either the notice or the agenda, which were therefore deemed to be approved.

Operational review $3)$

Group Chief Executive Arne Giske and Chief Financial Officer Terje Larsen reviewed Veidekke ASA's operations.

4) Corporate governance statement

The board chair reviewed the work of the board of directors, the Remuneration Committee and the Property Committee.

Board member Daniel Kjørberg Siraj reviewed the work of the Audit Committee. Auditor Anders Gøbel reviewed the audit work.

The annual general meeting noted the information.

5) Approval of the 2018 annual accounts and annual report of Veidekke ASA and the group, including payment of dividends

The board's proposed annual report and accounts for 2018 of Veidekke ASA and the group were reviewed. Veidekke ASA's profit for 2018 amounts to NOK 401,491,000.

The board recommended that the annual general meeting adopt the following resolution:

"The dividend for the 2018 financial year is set at NOK 5.00 per share for the company's shareholders as at 8 May 2019."

The annual general meeting then adopted the resolution in accordance with the board's proposal.

Election of board members $6)$

Nomination Committee chair Harald Norvik presented the Nomination Committee's recommendations regarding the election of board members. The Nomination Committee's recommendation was enclosed with the notice of the annual general meeting. All of the shareholder-elected board members were up for re-election.

The Nomination Committee's recommendations were as follows for each point 1-7:

• 1. Re-election of Gro Bakstad as a board member for a period of one year.
• 1. Re-election of Hans von Uthmann as a board member for a period of one year.
• 1. Re-election of Ingalill Berglund as a board member for a period of one year.
• 1. Re-election of Ingoly Høyland as a board member for a period of one year.
• 1. Re-election of Daniel Kjørberg Siraj as a board member for a period of one year.
• 1. Election of Svein Richard Brandtzæg as a board member for a period of one year.
• 1. Election of Tone Hegland Bachke as a board member for a period of one year.

The annual general meeting passed this resolution in accordance with the Nomination Committee's recommendation.

The board's composition is hence as follows:

• Gro Bakstad (born 1966) $\bullet$
• Hans von Uthmann (born 1958) $\bullet$
• Ingalill Berglund (born 1964)
• Ingolv Høyland (born 1951)
• Daniel Kiørberg Sirai (born 1975) $\bullet$
• Svein Richard Brandtzæg (born 1957)
• Tone Hegland Bachke (born 1972)

Re-elected for one year Re-elected for one year Re-elected for one year Re-elected for one year Re-elected for one year Elected for one year Elected for one year

The Nomination Committee recommended the election of Svein Richard Brandtzæg as board chair.

Remuneration of board members $7)$

Nomination Committee chair Harald Norvik presented the Nomination Committee's recommendation on board remuneration. This was as follows:

Board chair	NOK 585,500
Shareholder-elected board members	NOK 296,500
Employee-elected board members	NOK 259,000
Chair of the Audit Committee:	NOK 83,000
Chair of the Remuneration Committee:	NOK 65,000
Other committee members:	NOK 53,000

In addition, as previously, travel expenses shall be covered for board members who reside outside Oslo. The remuneration and compensation will be calculated as previously, i.e. based on a 12-month term of office, and that the proposed remuneration and compensation arrangements apply for the period 2 May 2018 to 8 May 2019.

The annual general meeting passed this resolution in accordance with the Nomination Committee's recommendation.

8) Election of Nomination Committee members

The Nomination Committee chair presented the Nomination Committee's recommendations regarding the election of Nomination Committee members.

The Nomination Committee's recommendations were as follows:

• 1. Election of Harald Norvik for one year.
• 1. Election of Anne Elisabet Thurmann-Nielsen for one year.
• 1. Election of Erik Must for one year.
• 1. Election of Tine Fossland for one year.
• 1. Election of Harald Norvik as chair of the Nomination Committee.

The annual general meeting passed this resolution in accordance with the Nomination Committee's recommendation.

9) Remuneration of Nomination Committee members

The board chair presented the Nomination Committee's recommendation on remuneration of the members of the Nomination Committee. This was as follows:

Chair of the Nomination Committee:	NOK 40,000
Other members:	NOK 22,500

In addition, travel expenses shall be covered for board members who reside outside Oslo. The remuneration and compensation will apply to the period 2 May 2018 to 8 May 2019.

The annual general meeting passed this resolution in accordance with the recommendation.

10) Review of the board's declaration on the principles for determining salaries and other remuneration for senior executives, cf. section 6-16a of the Norwegian Public Limited Liability Companies Act.

Review of the board's declaration on the principles for determining salaries and other remuneration for senior executives, cf. section 6-16a of the Norwegian Public Limited Liability Companies Act. The board chair reviewed the board's declaration on remuneration of senior executives.

a) A consultative vote was conducted on the declaration on remuneration of senior executives for 2019

The annual general meeting adopted the board's declaration.

b) A vote was conducted on the declaration of remuneration related to shares in the company. The annual general meeting adopted the board's declaration.

11) Approval of the audit fee

The audit fee for 2018 of NOK 978,000 was adopted.

12) Proposal for authorisation to the board of directors to undertake capital increases in connection with the acquisition of companies and investments in real estate

The board chair provided an account of the board's wish for authorisation to undertake capital increases.

The board proposed that the annual general meeting pass the following resolution:

• a) Pursuant to section 10-14 of the Norwegian Public Limited Liability Companies Act, the board is authorised to increase the company's share capital in connection with the acquisition of companies.
• b) Pursuant to section 10-14 of the Norwegian Public Limited Liability Companies Act, the board is authorised to increase the company's share capital in connection with investment in real estate.
• The authorisations in a) and b) apply up to and for a total of NOK 6,500,000, i.e. approximately C) 10% of Veidekke's share capital, as 13,000,000 new shares with a nominal value of NOK 0.50 each.
• $d$ The authorisations are valid until the company's annual general meeting in 2020, but for no longer than until 31 May 2020.
• The shareholders' preferential rights to the new shares pursuant to section 10-4 of the Norwegian $\epsilon$ Public Limited Liability Companies Act may be waived.
• The authorisations may include capital increases against deposits in non-monetary assets, etc., cf. f) section 10-2 of the Norwegian Public Limited Liability Companies Act.
• The authorisations do not include capital increases on merger pursuant to section 13-5 of the $g)$ Norwegian Public Limited Liability Companies Act.

The annual general meeting then adopted the resolution in accordance with the board's recommendation.

13) Proposal for authorisation to the board of directors to undertake capital increases in connection with Veidekke's share programme and option programme for employees The board chair provided an account of the board's wish for authorisation to undertake capital increases

The board proposed that the annual general meeting pass the following resolution:

• a) Pursuant to section 10-14 of the Norwegian Public Limited Liability Companies Act, the board is authorised to increase the company's share capital by up to NOK 1.137.000, i.e. approximately 2% of Veidekke's share capital, as 2,274,000 new shares with a nominal value of NOK 0.50 each.
• b) The authorisation is valid until the company's annual general meeting in 2020, but for no longer than until 31 May 2020.
• c) The shareholders' preferential rights to the new shares pursuant to section 10-4 of the Norwegian Public Limited Liability Companies Act may be waived.
• d) The authorisations may include capital increases against deposits in non-monetary assets. etc., cf. section 10-2 of the Norwegian Public Limited Liability Companies Act.
• $\epsilon$ ) The authorisation does not include capital increases on merger pursuant to section 13-5 of the Norwegian Public Limited Liability Companies Act.

The annual general meeting then adopted the resolution in accordance with the board's recommendation.

14) Proposal for authorisation to the board of directors to purchase the company's own shares for optimisation of the company's capital structure and as a means of payment for the acquisition of companies

The board chair provided an account of the board's wish for authorisation to purchase the company's own shares.

The board proposed that the annual general meeting pass the following resolution:

• a) Pursuant to section 9-4 of the Norwegian Public Limited Liability Companies Act, the board is authorised to acquire the company's own shares for subsequent cancellation.
• b) Pursuant to section 9-4 of the Norwegian Public Limited Liability Companies Act, the board is authorised to acquire the company's own shares to be used as a means of payment for the acquisition of businesses and companies.
• The authorisations in a) and b) apply up to and for a total of NOK 6,500,000, i.e. C) approximately 10% of Veidekke's share capital, as 13,000,000 new shares with a nominal value of NOK 0.50 each.
• d) For one share with a nominal value of NOK 0.50, the company will pay a minimum of NOK 10, and a maximum of NOK 300.
• The board is free to choose the method to be used for the acquisition and sale. $e)$
• $f$ The authorisations are valid until the company's next annual general meeting, and no later than 31 May 2020.

The annual general meeting then adopted the resolution in accordance with the board's recommendation.

15) Proposal for authorisation to the board of directors to purchase the company's own shares in connection with Veidekke's share programme and option programme for employees The board chair provided an account of the board's wish for authorisation to purchase the company's own shares.

The board proposed that the annual general meeting pass the following resolution:

• a) Pursuant to section 9-4 of the Norwegian Public Limited Liability Companies Act, the board is authorised to acquire the company's own shares for a total nominal value of up to NOK 1,137,000, equivalent to approximately 2% of Veidekke's share capital.

• b) For one share with a nominal value of NOK 0.50, the company will pay a minimum of NOK 10, and a maximum of NOK 300.

• The board is free to choose the method to be used for the acquisition and sale. $C)$

• d) The authorisation is valid until the next ordinary annual general meeting, and no later than 31 May 2020.

The annual general meeting then adopted the resolution.

There were no other matters to be considered.

An overview of voting on the individual agenda items is provided in Appendix 2.

The meeting chair then declared the annual general meeting closed.

Martin Mæland Meeting chair

Tine Fossland

Gjertrud Helland

Total Represented

NO0005806802 VEIDEKKE ASA ISIN: General meeting date: 08/05/2019 17.00 Today: 08.05.2019

Number of persons with voting rights represented/attended: 149

	Number of shares % sc
Total shares	133,704,942
- own shares of the company	0
Total shares with voting rights	133,704,942
Represented by own shares	45,939,847 34.36 %
Represented by advance vote	549,401	0.41%
Sum own shares	46,489,248 34.77 %
Represented by proxy	959,871	0.72%
Represented by voting instruction	20,065,951 15.01 %
Sum proxy shares	21,025,822 15.73 %
Total represented with voting rights	67,515,070	50.50 %
Total represented by share capital	67,515,070 50.50 %

Registrar for the company:

NORDEA BANK ABP, FILIAL NORGE

Signature company:

VEIDEKKE ASA

Wealer

Protocol for general meeting VEIDEKKE ASA

ISIN: NO0005806802 VEIDEKKE ASA General meeting date: 08/05/2019 17.00 Today: 08.05.2019

Shares class	FOR	Against	Abstain	Poll in	Poll not registered Represented sh	with voting righ
Agenda item 1 Opening of the Annual General Meeting. Election of a person to chair the meeting and two people sign the minutes
Ordinær	67,515,070	0	0	67,515,070	0	67,515
votes cast in %	100.00 %	$0.00 \%$	0.00%
representation of sc in %	100.00 %	0.00%	0.00%	100.00 %	0.00%
total sc in %	50.50 %	0.00%	0.00%	50.50 %	0.00%
Total	67,515,070	0	0	67,515,070	O	67,515
Agenda item 2 Approval of the notice of the meeting and agenda
Ordinær	67,515,070	0	0	67,515,070	0	67,515
votes cast in %	100.00 %	0.00%	0.00%
representation of sc in %	100.00 %	0.00%	0.00%	100.00 %	0.00%
total sc in %	50.50 %	0.00%	0.00%	50.50 %	0.00%
Total	67,515,070	0	0	67,515,070	O	67,515
Agenda item 3 Information about the company's operations
Ordinær	56,972,086	0	10,542,984	67,515,070	0	67,515
votes cast in %	84.38 %	0.00%	15.62 %
representation of sc in %	84.38 %	0.00%	15.62 %	100.00 %	0.00%
total sc in %	42.61 %	0.00%	7.89 %	50.50 %	0.00%
Total	56,972,086		0 10,542,984 67,515,070		0	67,515
Agenda item 4 Statement on the company's corporate governance
Ordinær	56,972,086	0	10,542,984	67,515,070	0	67,515
votes cast in %	84.38 %	$0.00 \%$	15.62 %
representation of sc in %	84.38 %	$0.00 \%$	15.62 %	100.00 %	0.00%
total sc in %	42.61 %	0.00%	7.89 %	50.50 %	0.00%
Total	56,972,086		0 10,542,984 67,515,070		O	67,515
Agenda item 5 Approval of the 2018 annual accounts and annual and sustainability report for Veidekke ASA and
group, including payment of dividends
Ordinær	67,515,070	0	0	67,515,070	0	67,515
votes cast in %	100.00 %	$0.00 \%$	0.00%
representation of sc in %	100.00 %	0.00%	0.00%	100.00 %	0.00%
total sc in %	50.50 %	0.00%	0.00%	50.50 %	0.00%
Total	67,515,070	0	O	67,515,070	$\bf{0}$	67,515
Agenda item 6 Election of board members
Ordinær	61,711,656	5,803,414	0	67,515,070	0	67,515
votes cast in %	91.40 %	8.60 %	$0.00 \%$
representation of sc in %	91.40 %	8.60 %	0.00%	100.00 %	0.00%
total sc in %	46.16 %	4.34 %	0.00%	50.50 %	0.00%
Total	61,711,656	5,803,414		0 67,515,070	o	67,515
Agenda item 6.1 Gro Bakstad

Shares class	FOR	Against	Abstain	Poll in	Poll not registered Represented sh	with voting righ
Ordinær	67,065,370	445,730	3,970	67,515,070	0	67,515
votes cast in %	99.33 %	0.66 %	0.01%
representation of sc in %	99.33 %	0.66%	0.01%	100.00 %	0.00%
total sc in %	50.16 %	0.33%	0.00%	50.50 %	0.00%
Total	67,065,370	445,730		3,970 67,515,070	0	67,515
Agenda item 6.2 Ingalill Berglund
Ordinær	67,065,370	445,730	3,970	67,515,070	0	67,515
votes cast in %	99.33 %	0.66%	0.01%
representation of sc in %	99.33 %	0.66 %	0.01%	100.00 %	0.00%
total sc in %	50.16 %	0.33%	0.00%	50.50 %	0.00%
Total	67,065,370	445,730		3,970 67,515,070	O	67,515
Agenda item 6.3 Hans von Uthmann
Ordinær	67,082,965	428,135	3,970	67,515,070	0	67,515
votes cast in %	99.36 %	0.63%	0.01%
representation of sc in %	99.36 %	0.63%	0.01%	100.00 %	0.00%
total sc in %	50.17 %	0.32%	0.00%	50.50 %	0.00%
Total	67,082,965	428,135		3,970 67,515,070	o	67,515
Agenda item 6.4 Ingolv Høyland
Ordinær	67,082,965	428,135	3,970	67,515,070	0	67,515
votes cast in %	99.36 %	0.63%	0.01%
representation of sc in %	99.36 %	0.63%	0.01%	100.00 %	0.00%
total sc in %	50.17 %	0.32%	0.00%	50.50 %	0.00%
Total	67,082,965	428,135		3,970 67,515,070	0	67,515
Agenda item 6.5 Daniel Kjørberg Siraj
Ordinær	66,917,466	593,634	3,970	67,515,070	0	67,515
votes cast in %	99.12 %	0.88 %	0.01%
representation of sc in %	99.12 %	0.88%	0.01%	100.00 %	0.00%
total sc in %	50.05 %	0.44%	0.00%	50.50 %	0.00%
Total	66,917,466	593,634		3,970 67,515,070	o	67,515
Agenda item 6.6 Svein Richard Brandtzæg
Ordinær	67,082,965	428,135	3,970	67,515,070	0	67,515
votes cast in %	99.36 %	0.63%	0.01%
representation of sc in %	99.36 %	0.63%	0.01%	100.00 %	0.00%
total sc in %	50.17 %	0.32%	0.00%	50.50 %	0.00%
Total	67,082,965	428,135		3,970 67,515,070	0	67,515
Agenda item 6.7 Tone Hegland Bachke
Ordinær	67,065,370	445,730	3,970	67,515,070	0	67,515
votes cast in %	99.33 %	0.66%	0.01%
representation of sc in %	99.33 %	0.66 %	0.01%	100.00 %	0.00%
total sc in %	50.16 %	0.33%	0.00 %	50.50 %	0.00%
Total	67,065,370	445,730		3,970 67,515,070	O	67,515
Agenda item 7 Remuneration of board members
Ordinær	67,497,050	17,595	425	67,515,070	0	67,515
votes cast in %	99.97 %	0.03%	0.00%
representation of sc in %	99.97 %	0.03%	0.00%	100.00 %	0.00%
total sc in %	50.48 %	0.01 %	0.00%	50.50 %	0.00%

Shares class	FOR	Against	Abstain	Poll in	Poll not registered Represented sh	with voting righ
Total	67,497,050	17,595		425 67,515,070	0	67,515
Agenda item 8 Election of members to the Nomination Committee
Ordinær	67,482,430	32,630	10	67,515,070	0	67,515
votes cast in %	99.95 %	0.05%	0.00%
representation of sc in %	99.95 %	0.05%	0.00%	100.00 %	0.00%
total sc in %	50.47 %	0.02%	0.00%	50.50 %	0.00%
Total	67,482,430	32,630		10 67,515,070	0	67,515
Agenda item 8.1 Harald Norvik
Ordinær	67,493,495	17,595	3,980	67,515,070	0	67,515
votes cast in %	99.97 %	0.03%	0.01%
representation of sc in %	99.97 %	0.03%	0.01%	100.00 %	0.00%
total sc in %	50.48 %	0.01%	0.00%	50.50 %	0.00%
Total	67,493,495	17,595		3,980 67,515,070	O	67,515
Agenda item 8.2 Anne Elisabet Thurmann-Nielsen
Ordinær	67,511,090	0	3,980	67,515,070	0	67,515
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 %	50.49 %	$0.00 \%$	0.00%	50.50 %	0.00%
Total	67,511,090	0		3,980 67,515,070	0	67,515
Agenda item 8.3 Erik Must
Ordinær	67,511,090	0	3,980	67,515,070	0	67,515
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 %	50.49 %	$0.00 \%$	$0.00 \%$	50.50 %	0.00%
Total	67,511,090	0	3,980	67,515,070	0	67,515
Agenda item 8.4 Tine Fossland
Ordinær	67,511,090	0	3,980	67,515,070	0	67,515
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 %	50.49 %	0.00%	0.00%	50.50 %	0.00%
Total	67,511,090	O		3,980 67,515,070	O	67,515
Agenda item 9 Remuneration of the Nomination Committee
Ordinær	67,497,290	17,605	175	67,515,070	0	67,515
votes cast in %	99.97 %	0.03%	0.00%
representation of sc in %	99.97 %	0.03%	0.00%	100.00 %	0.00%
total sc in %	50.48 %	0.01%	0.00%	50.50 %	0.00%
Total	67,497,290	17,605		175 67,515,070	O	67,515
Agenda item 10 Review of the board's declaration on the principles for determining salaries and other
remuneration for senior executives in the company
Ordinær	57,397,234	10,117,411	425	67,515,070	0	67,515
votes cast in %	85.01 %	14.99 %	0.00%
representation of sc in %	85.01 %	14.99 %	0.00%	100.00 %	0.00%
total sc in %	42.93 %	7.57 %	0.00%	50.50 %	0.00%
Total	57,397,234 10,117,411			425 67,515,070	0	67,515
Agenda item 10.A Advisory vote concerning the board's declaration concerning the salaries and other remunera

of senior executives

Shares class	FOR	Against	Abstain	Poll in	Poll not registered Represented sh	with voting righ
Ordinær	67,229,845	284,800	425	67,515,070	0	67,515
votes cast in %	99.58 %	0.42%	0.00%
representation of sc in %	99.58 %	0.42%	0.00%	100.00 %	$0.00 \%$
total sc in %	50.28 %	0.21%	$0.00 \%$	50.50 %	0.00%
Total	67,229,845	284,800		425 67,515,070	0	67,515
Agenda item 10.B Approval of the board's declaration concerning remuneration related to shares in the compan
Ordinær	62,603,054	4,911,591	425	67,515,070	0	67,515
votes cast in %	92.73 %	7.28 %	0.00%
representation of sc in %	92.73 %	7.28 %	$0.00 \%$	100.00 %	0.00%
total sc in %	46.82 %	3.67 %	0.00%	50.50 %	0.00%
Total	62,603,054	4,911,591		425 67,515,070	0	67,515
Agenda item 11 Approval of the audit fee
Ordinær	67,493,330	0	21,740	67,515,070	0	67,515
votes cast in %	99.97 %	0.00%	0.03%
representation of sc in %	99.97 %	0.00%	0.03%	100.00 %	0.00%
total sc in %	50.48 %	0.00%	0.02%	50.50 %	0.00%
Total	67,493,330	0		21,740 67,515,070	0	67,515
Agenda item 12 Authorisation of the board of directors to undertake capital increases in connection with the acquisition of companies and investment in rea
Ordinær	67,515,070	0	0	67,515,070	0	67,515
votes cast in %	100.00 %	0.00%	0.00%
representation of sc in %	100.00 %	0.00%	$0.00 \%$	100.00 %	0.00%
total sc in %	50.50 %	0.00%	0.00%	50.50 %	0.00%
Total	67,515,070	0		0 67,515,070	0	67,515
Agenda item 13 Authorisation of the board of directors to undertake capital increases in connection with Veidekke`s share programme and option programme
Ordinær	62,625,978	4,888,842	250	67,515,070	0	67,515
votes cast in %	92.76 %	7.24 %	$0.00 \%$
representation of sc in %	92.76 %	7.24 %	0.00%	100.00 %	0.00%
total sc in %	46.84 %	3.66 %	0.00%	50.50 %	0.00%
Total	62,625,978	4,888,842		250 67,515,070	0	67,515
Agenda item 14 Authorisation of the board of directors to purchase the company `s own shares for optimisation
the company's capital structure and as a me
Ordinær	67,249,049	0	266,021	67,515,070	0	67,515
votes cast in %	99.61 %	0.00%	0.39%
representation of sc in %	99.61 %	0.00%	0.39%	100.00 %	0.00%
total sc in %	50.30 %	0.00%	0.20%	50.50 %	0.00%
Total	67,249,049	O		266,021 67,515,070	0	67,515
Agenda item 15 Authorisation of the board of directors to purchase the company`s own shares in connection wi Veidekkes share programme and option progra
Ordinær	62,625,978	4,888,842	250	67,515,070	0	67,515
votes cast in %	92.76 %	7.24 %	0.00%
representation of sc in %	92.76 %	7.24 %	$0.00 \%$	100.00 %	0.00%
total sc in %	46.84 %	3.66 %	0.00 %	50.50 %	$0.00 \%$
Total	62,625,978	4,888,842		250 67,515,070	0	67,515

Registrar for the company:

Signature company:

NORDEA BANK ABP, FILIAL NORGE

VEIDEKKE ASA

Share information

Name	Total number of shares Nominal value Share capital Voting rights
Ordinær	133,704,942	0.50 66,852,471.00 Yes
Sum:

ella

§ 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