AF Gruppen

Pre-Annual General Meeting Information • Apr 24, 2025

Notice of Annual General Meeting of AF Gruppen ASA

Notice is hereby given that the Annual General Meeting of AF Gruppen ASA will be held on Wednesday, 15 May 2025 at 10:30 a.m. at Innspurten 15, 0663 Oslo, Norway.

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Agenda

Item	Description	Enclosure no.
1	Opening of meeting by Chair of the Board Morten Grongstad and registration of attending shareholders. In accordance with Article 6 of the Articles of Association, the Chair of the Board also chairs the meeting
2	Election of at least one person to countersign the minutes
3	Approval of the notice and the proposed agenda
4	Briefing on operations
5	Briefing on the work of the Board, work of the Audit Committee and work of the Remuneration Committee (also see item 6)	1 and 2
6	Advisory vote on Report on salary and other remuneration of senior executives, cf. section 6-16b of the Public Limited Liability Companies Act	3
7	Adoption of the annual financial statements and annual report for 2024, including the consolidated financial statements and distribution of dividends, and discussion of the statement on corporate governance
8	Approval of auditor's fees
9	Determination of the remuneration of the Board of Directors for the financial year 2024	4
10	Election of the Board of Directors	4
11	Election of the Nomination Committee	4
12	Determination of the Nomination Committee's fees for the financial year 2024	4
13	Authorisation for the Board to purchase treasury shares
14	Authorisation to carry out private share issue to employees
15	Authorisation to the Board to increase the share capital by issuing new shares
16	Authorisation for the Board to increase the share capital in connection with redemption of options
17	Authorisation for the Board to decide on distribution of dividends
18	Amendments to the Articles of Association ________________	5 and 6

AF Gruppen ASA has share capital of NOK 5,464,490 made up of 109,289,800 shares, each with a face value of NOK 0.05. Each share gives the right to one vote at the company's general meetings. As at the date of this notice, AF Gruppen ASA owns 60,669 treasury shares. Pursuant to Section 5-2 (1) of the Public Limited Liability Companies Act, only those who are shareholders five business days before the General Meeting, 8 May 2025 (the date of registration), are entitled to attend and vote at the General Meeting.

The shareholders have the following rights in connection with general meetings:

• Right to attend general meetings, either in person or by proxy.
• Right to speak at general meetings and right to bring one adviser and give them the right to speak.
• Right to demand information from board members and the CEO regarding matters that may have a bearing on the assessment of (i) the approval of the annual accounts and annual report, (ii) issues that are submitted to the shareholders for a decision and (iii) the company's financial position, including on the activity in other companies in which the company participates, and other issues to be dealt with by the General Meeting, unless the details that are demanded would cause disproportionate damage to the company.
• Right to propose alternatives to the Board's proposals for the issues to be dealt with by the General Meeting.

The shares will be listed ex-dividend on 16 May 2025. The dividend will be paid on 21 May 2025.

Shareholders who wish to attend the General Meeting must inform the company no later than 2 days prior to the meeting, cf. Article 6 of the Articles of Association. The registration form is appended to the notice. The registration form, queries about attendance, comments on the notice and other questions may be sent to the company by email to generalforsamling@afgruppen.no no later than 13 May 2025.

Shareholders may participate digitally at the General Meeting. Shareholders wishing to participate digitally are asked to contact the company at generalforsamling@afgruppen.no as soon as possible and are encouraged to notify us by no later than 1 week before the date of the General Meeting, i.e. no later than 8 May. Practical matters related to such participation will be communicated to those concerned in reasonable time before the meeting.

In accordance with Section 1-8 of the Public Limited Liability Companies Act, as well as the regulations on intermediaries covered by Section 4-5 of the CSD Act and related implementing regulations, the notice is sent only to managers who must communicate it to shareholders for whom they hold shares. Owners of shares registered with managers must communicate with their manager who is responsible for conveying powers of attorney and/or registration to the general meeting by the registration deadline of 13 May 2025 to the company.

We encourage all shareholders to use the attached proxy form. The proxy authorisation, with or without voting instructions, must be provided in writing and sent to the company no later than 13 May 2025 (send via email to: generalforsamling@afgruppen.no).

This meeting notice and enclosures, the Articles of Association of the company and the annual report for 2024 are available on the company's website: www.afgruppen.no. In line with Article 6 of the Articles of Association, the enclosures related to the notice concerning matters that will be dealt with at the General Meeting will not be sent to shareholders. Shareholders may nevertheless request the documents to be sent to them free of charge by contacting the company by email at generalforsamling@afgruppen.no.

Oslo, 23 April 2025 AF Gruppen ASA

Morten Grongstad Chair of the Board

Enclosures: Proxy form Report from the Nomination Committee Report from the Audit Committee Proposals concerning new Articles of Association Report from the Competence and Remuneration Committee Proposals concerning new Articles of Association (changes marked)

Registration form Report on the salaries and remuneration of leading persons

Further information on agenda items 6-18:

Item 6 Advisory vote on Report on salary and other remuneration of senior executives

The Board has prepared a report on the salaries and other remuneration of leading persons fin 2024, which has been checked by the auditor (pursuant to the requirements of section 6-16b of the Public Limited Liability Companies Act). The report is attached to the notice. Pursuant to the Public Limited Liability Companies Act, an advisory vote on the report shall be held.

Proposal for adoption:

The General Meeting endorses the report on the salaries and other remuneration of leading persons in 2024.

Item 7 Approval of annual financial statements and annual report for 2024 including the consolidated financial statements and the distribution of dividends The Board proposes that the General Meeting adopt the annual accounts and annual report.

It is proposed that a dividend of NOK 5.00 per share be paid in the first half of 2025. The dividend will, in its entirety, be distributed as a repayment of the share premium.

No dividend will be payable for treasury shares.

Item 8 Approval of auditor's fees

With reference to Note 8 to the financial statements (Other operating expenses), the Board proposes that the auditor's fee be determined on a "time and materials" basis.

Item 9 Determination of the remuneration of the Board of Directors for the financial year 2024

The Nomination Committee proposes the following fees (previous fees in brackets):

Chair of the Board	NOK 621,000	(594,000)
Other board members
Shareholder-elected board members	NOK 370,000	(354,000)
Employee-elected board members	NOK 316,000	(301,000)
Committee chairs
Compensation Committee	NOK 91,000	(91,000)
Audit Committee	NOK 110,000	(91,000)
Committee members
Compensation Committee	NOK 75,000	(75,000)
Audit Committee	NOK 88,000	(75,000)

Item 10 Election of the Board of Directors The Nomination Committee's nominations for members to the Board is attached to the notice.

Item 11 Election of Nomination Committee

The Nomination Committee's nominations for members to the Nomination Committee is attached to the notice.

Item 12 Determination of the Nomination Committee's fees for the financial year 2024

The Board proposes the following annual fees for the Nomination Committee (previous fees in brackets):

Chair	NOK 62,000	(59,000)
Members	NOK 49,000	(47,000)

Item 13 Authorisation for the Board to purchase treasury shares

At the Annual General Meeting held on 15 May 2024, the Board was authorised to purchase treasury shares up until the Annual General Meeting in 2025, and in any case no later than 30 June 2025. The Board proposes that the authorisation be renewed until the Annual General Meeting in 2026, hence not beyond 30 June 2026.

The Board proposes that the General Meeting authorise the Board to purchase treasury shares within the limitations allowed by the Public Limited Liability Companies Act. The purpose of the authorisation is to give the company an opportunity to purchase shares in situations where this would be in the company's interest.

Proposal for adoption:

The Board is authorised to acquire the company's own shares, including the establishment of charges created by agreement.

The highest nominal value of the shares the company may acquire is NOK 546,449, although at all times within the limitations set in section 9-2 of the Public Limited Liability Companies Act. The smallest amount that may be paid for a share is NOK 0.05. The maximum amount that may be paid for a share is NOK 300.

When buying and selling treasury shares the company should seek to achieve the most favourable price possible. The Board is free with respect of the methods used to acquire and dispose of treasury shares, though always with the provision that the general principle of equal treatment of shareholders must be observed. The Board of Directors may award shares to new employees. For the sale of shares to employees and officers, shares may be sold at a discount of up to 20% under the prevailing market price, however, if the sale takes place as a result of the exercise of options granted under the Company's option programs, the sale price must correspond to the exercise price for the options. Acquisition and disposal of treasury shares may thus occur, for example, with settlement in cash, with settlement by means other than cash or as settlement in connection with a merger or demerger.

The company's share capital is NOK 5,464,490 made up of 109,289,800 shares, each with a face value of NOK 0.05. If the share capital or face value of the shares is changed, the amounts specified in the second to fourth sentences shall be changed correspondingly.

This authority for the Board replaces the former authority dated 15 May 2024 and will apply until the date of the Annual General Meeting in 2026, but no later than 30 June 2026.

Item 14 Authorisation to carry out private placing to employees

In the last few years all of AF Gruppen's employees have been given an opportunity to buy shares at a 20% discount in relation to the average share price during the subscription period through AF Gruppen's share programme. It is desirable that similar opportunities should be provided in 2025. As of today's date, the company owns 60,669 treasury shares. In order to obtain a sufficient number of shares to enable this sale of shares to employees, it may be necessary to issue new shares. Therefore, the Board asks the Annual General Meeting to authorise it to issue a limited number of shares for employees so that employees can buy shares in the company in 2025.

Proposed for adoption, cf. sections 10-14 to 10-19 of the Public Limited Liability Companies Act:

The Board is authorised to increase the share capital by issuing new shares. The share capital may be increased by a total of up to NOK 50,000 through the issuing of up to 1,000,000 shares, each with a face value of NOK 0.05. The authorisation can be exercised through one or more issues. The statement of the share capital and number of shares in Article 4 of the Articles of Association shall be changed correspondingly.

The authorisation may only be used to issue shares in connection with the Company's share and bonus programme for employees in the Group.

The Board may decide to deviate from the shareholders' pre-emptive right to subscribe for shares under section 10-4 of the Public Limited Liability Companies Act.

The authorisation is valid until the date of the Annual General Meeting in 2026, but no later than 30 June 2026.

Item 15 Authorisation for the Board to issue shares in connection with the acquisition of business

The Board proposes that the Annual General Meeting authorises the Board to increase the share capital by up to NOK 163,934.70 (3% of the presently registered paid-in share capital) by issuing new shares. The authorisation is valid until the 2026 Annual General Meeting, but not beyond 30 June 2026.

The justification for the proposal is that the authorisation will provide greater flexibility in connection with acquisition of business.

Proposed for adoption, cf. sections 10-14 to 10-19 of the Public Limited Liability Companies Act:

The Board is authorised to increase the share capital by issuing new shares. The share capital may be increased by up to NOK 163,934.70. The authorisation can be exercised through one or more issues.

The statement of the share capital and number of shares in Article 4 of the Articles of Association shall be changed correspondingly.

The authorisation may only be used to issue shares in connection with the acquisition of business.

The Board may decide to deviate from the shareholders' pre-emptive right to subscribe for shares under section 10-4 of the Public Limited Liability Companies Act.

The Board may decide that share contributions may be assets other than cash, or the right to involve the company in special obligations pursuant to section 10-2 of the Public Limited Liability Companies Act. If share contributions are to be settled by assets other than cash, the Board may decide that such assets be transferred to subsidiaries in return for corresponding settlement between the subsidiary and AF Gruppen ASA.

The authorisation is valid until the date of the Annual General Meeting in 2026, but no later than 30 June 2026.

Item 16 Authorisation for the Board to increase the share capital in connection with redemption of options

At the Annual General Meeting on 12 May 2023 a new option programme for all employees of AF Gruppen was adopted. In order to issue shares in connection with exercising options in the first quarter of 2026, the Board proposes that the General Meeting adopts the following resolution:

Proposed for adoption, cf. sections 10-14 to 10-19 of the Public Limited Liability Companies Act:

The Board is authorised to increase the share capital by issuing new shares.

The share capital may be increased by a total of up to NOK 250,000 through the issuing of up to 5,000,000 shares, each with a face value of NOK 0.05.

The authorisation can be exercised through one or more issues. The statement of the share capital and number of shares in Article 4 of the Articles of Association shall be changed correspondingly.

The authority may only be used to issue shares to employees of the group by the redemption of options.

The Board may decide to deviate from the shareholders' pre-emptive right to subscribe for shares under section 10-4 of the Public Limited Liability Companies Act.

The authorisation may also be used in those cases discussed in section 6-17 of the Securities Trading Act.

The authorisation is valid until the Annual General Meeting in 2026, but not beyond 30 June 2026.

Item 17 Authorisation for the Board to decide on distribution of dividends

AF Gruppen's dividend policy is to provide shareholders with a competitive dividend yield. The dividend must reflect the company's earnings and financial position and must over time comprise a minimum of 50% of the company's earnings.

The company pays out dividends up to twice a year, preferably after the Annual General Meeting and after presentation of the quarterly report for the third quarter. In 2024, the

General Meeting authorised the Board to decide on the distribution of any dividend for the second half of the year and the Board will recommend to the General Meeting that this authorisation should be renewed for 2025 as well.

Proposal for adoption:

In accordance with section 8-2 (2) of the Public Limited Liability Companies Act, the Board is granted authorisation to decide on the distribution of dividends for the second half of 2025 based on the company's annual accounts for 2024.

The authorisation is valid until the Annual General Meeting in 2026, but not beyond 30 June 2026.

Item 18 Amendments to the Articles of Association

AF Gruppen ASA's Articles of Association have not been amended since 2014, except for where the company's stated share capital in Article 4 of the Articles of Association has been amended each time capital increases have been made in the company. In order to adapt the Articles of Association to current practice and legislation, the Board is proposing to implement some amendments to the Articles of Association. The proposed new Articles of Association are included in Enclosure 5. A change-marked version has been included in Enclosure 6 that shows the proposed amendments in relation to the current Articles of Association.

Proposal for adoption:

The General Meeting voted to amend AF Gruppen ASA's Articles of Association in line with the Board's proposals. The new Articles of Association are enclosed with the minutes of the General Meeting.