AF Gruppen — AGM Information 2010

May 28, 2010

MINUTES OF ANNUAL GENERAL MEETING

IN
AF GRUPPEN ASA

The annual general meeting of AF Gruppen ASA was held on 28 May 2010 at 09.00. The general meeting was held in the company's premises at Innspurten 15 in Oslo.

The participants and attending shareholders were registered prior to the meeting. The registration is enclosed with these minutes. In total, 36 shareholders attended the general meeting, representing 58,768,950 shares or 82.6 % of the total number of shares. In addition, auditor Asbjørn Ler from Ernst & Young AS was present.

The following items were discussed:

1. Opening of the general meeting

The general meeting was opened by chairman of the board, Nils-Henrik Pettersson, who welcomed the shareholders. In accordance with article 6 of the articles of association, the chairman of the board is also the chairman of the general meeting.

1. Election of the keeper of the minutes and one person to countersign the minutes

Grethe Stabell was appointed as keeper of the minutes and Bjørn Stenseng was elected to countersign the minutes together with the chairman of the general meeting.

1. Approval of the notice and the proposed agenda

There were no comments to the notice. The notice and agenda were thus legally approved. The chairman declared the general meeting duly constituted.

1. Briefing on the operations

The CEO informed about the company's development since the last ordinary general meeting.

1. Briefing on the work of the Board, work of the Audit Committee and work of the Compensation Committee

The Chairman of the Board held a short briefing on the work of the Board and referred to the Board of Director's report and enclosures to the notice of the general meeting from the Audit Committee and the Compensation Committee.

1. Review of the Board of Directors' statement on the determination of fixed pay and other remuneration for senior employees

The Chairman of the Board presented pay and incentive schemes for senior employees and referred to enclosure 3 of the notice of annual general meeting.

The board's guidelines were taken into consideration and approved in relation to the share schemes, with exception of 1 shareholder with a total of 5,800 shares.

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1. Adoption of annual accounts and annual report for 2009, including the consolidated accounts and the distribution of dividends

The annual accounts and annual report for 2009 for the parent company and group were approved, and the board's proposal for a dividend payment of NOK 1.60 per share was adopted. A dividend will not be paid for own shares. The dividend payment will be made on 8 June 2010.

1. Approval of fees to auditor

The general meeting approved the board's proposal for fees to the auditor.

The auditor's fee was thus stipulated according to invoice.

1. Determination of fees to the board for the 2009 financial year

The general meeting stipulated fees to the board for 2009 as follows:

Chairman of the board	NOK 300,000
Other board members	NOK 120,000
Alternate members	NOK 12,500 per meeting
Leader of select committee	NOK 45,000
Members of select committee	NOK 30,000

1. Election of board of directors and nomination committee

On recommendation by the nomination committee, the following board members were elected by the shareholders:

• Thorstensen, Tore, chairman
• Arnstad, Eli, board member
• Broman, Mari, board member
• Eriksen Carl Henrik, board member
• Groth, Peter, deputy member

In accordance with the recommendation of the nomination committee, the general meeting elected Tore Thorstensen as chairman of the board.

On recommendation by the nomination committee, the following nomination committee was elected by the shareholders:

• Baumann, Arne, chairman
• Fjeld, Tor Øivind

• Thronsen, Jan Fredrik

• Authority to the Board to purchase treasury shares

The board proposes that the general meeting grants the board the authority to purchase own shares.

The following resolution was adopted:

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

The highest face value of the shares the company may acquire is NOK 355,590, although at all times within the limitations set in section 9-2 of the Public Limited Liability Companies Act.

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The smallest amount that may be paid for a share is NOK 0.05. The highest amount that may be paid for a share is NOK 100.

When buying and selling own shares the company should seek to achieve the most favourable price possible. The company is free in respect of the methods used to acquire and dispose of own shares, though always with the provision that the general principle of equal treatment of shareholders should be complied with. In the case of sale of shares to employees and corporate trustees, shares may be sold with a discount of up to 20% of the prevailing market price. Acquisition and disposal of own shares may thus occur, for example, with settlement in cash, with settlement in other than cash or as settlement through merger or demerger.

The company's share capital is NOK 3,555,897 made up of 71,117,940 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 correspondingly changed.

This authority to the board replaces the former authority dated 15 May 2009 and will apply from 31 May 2010 until the date of the annual general meeting in 2011, and in any case no later than 30 June 2011."

12. Other matters

The Chairman of the Board informed the general meeting of a purchase of 30,000 treasury shares at a price of 40,20 per share. This was unanimously approved by the general meeting.

There were no further items for discussion and there were no further comments to the general meeting. At 09.40, the chairman of the general meeting declared the meeting closed.

Oslo, 28 May 2010

Nils-Henrik Pettersson (sign)

Bjørn Stenseng (sign)