AF Gruppen — AGM Information 2014

May 15, 2014

MINUTES OF ORDINARY GENERAL MEETING OF AF GRUPPEN ASA

The Annual General Meeting of AF Gruppen ASA was held on 15 May 2014 at 10:.00 a.m. The Annual General Meeting was held in the company's premises at Innspurten 15 in Oslo.

Registration of those present and of the shares represented was updated prior to the general meeting. In total, 38 shareholders attended the Annual General Meeting, representing 67,915,529 shares or 77.1 % 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 Annual General Meeting

The Annual General Meeting was opened by Chairman of the Board, Tore Thorstensen, 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 Annual General Meeting.

2. 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 Annual General Meeting.

3. 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 Annual General Meeting duly constituted.

4. Briefing on the operations

The CEO provided information on the company's developments since the last Annual General Meeting.

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

The Chairman gave a brief summary of the Board's work and referred to the Board of Directors' report and reports accompanying the notice of the Annual General Meeting.

The Chairman of the Audit Committee, Carl Henrik Eriksen, gave a brief account of the Committee's work during the past year a member of the Compensation Committee, Tore Thorstensen, gave an account of the Committee's work.

6. Board of Directors' statement on the determination of fixed pay and other remuneration to senior executives

The Chairman of the Board presented pay and incentive schemes for senior employees and referred to Enclosure 3 to the notice of the Annual General Meeting

The Board guidelines were taken into consideration and approved.

7. Adoption of annual accounts and annual report for 2013, including the consolidated accounts and the distribution of dividends

The annual accounts and annual report for 2013 for the parent company and group were approved, and the Board proposal for a dividend payment of NOK 6.00 per share was

adopted. A dividend will not be paid for treasury shares. The dividend payment will be made on 27 May 2014.

8. Approval of auditor's fees

The Annual General Meeting approved the Board's proposal for fees to the auditor. The auditor's fee was thus stipulated according to invoice.

9. Determination of the Directors' fees for the 2013 financial year

The Annual General Meeting stipulated fees to the Board for 2013 as follows:

Chairman of the Board	NOK 380,000
Other board members	NOK 190,000
Deputy board members	NOK 20,000 per meeting
Committee Chairman
Compensation Committee	NOK 55,000
Audit Committee	NOK 65,000
Committee members
Compensation Committee	NOK 40,000
Audit Committee	NOK 45,000

10. Election of the Board and the Nomination Committee

The Chairman of the Nomination Committee, Arne Baumann, gave an account of the work of the Committee, and, on recommendation by the Nomination Committee, the following board members were elected by the shareholders:

Thorstensen, Tore, Chairman of the Board (re-elected) Broman, Mari, board member (re-elected) Bømark, Hege, board member (re-elected) Siraj, Daniel, board member (new) Groth, Peter, board member (re-elected)

Tore Thorstensen was elected as Chairman of the Board.

On recommendation by the Nomination Committee, the following were elected to the Nomination Committee:

Baumann, Arne (re-elected) Fjeld, Tor Øivind (re-elected) Thronsen, Jan Fredrik (re-elected)

One shareholder, representing 10 314 shares, voted against.

11. Determination of the Nomination Committee's fees for the 2013 financial year On recommendation by the Board, the Annual General Meeting stipulated the following fees for 2013:

Chairman of the Nomination Committee NOK 35, 000 Members of the Nomination Committee NOK 31,500

12. Authority to the Board to purchase treasury shares

The Board proposed that the Annual General Meeting grants the Board the authority to purchase treasury 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 nominal value of the shares the company may acquire is NOK 440,543, 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 highest amount that may be paid for a share is NOK 150.

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. 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. 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 4,404,432.95 made up of 88,088,659, 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 to the Board replaces the former authority dated 15 May 2013 and will apply until the date of the Annual General Meeting in 2015, although not after 30 June 2015.

13. Authority to carry out private placing to employees

The Board has proposed that the Annual General Meeting authorise it to issue shares that the employees may buy.

The following resolution was adopted:

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 authority 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 in connection with the company's share programme and incentive 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 Companies Act.

The authorisation is valid until the date of the Annual General Meeting in 2015, but not later than 30 June 2015.

14. Amendment to articles of association

The Board has proposed to amend Article 2 of the Articles of Association.

The following resolution was adopted:

Article 2 of the company's Articles of Association shall read as follows:

Article 2 The Company's business operations

The Company's business operations shall be contracting and industrial operations and everything in connection with this. This also includes participation in other undertakings.

15. Option scheme

The Board has proposed the establishment of a new option scheme for all the employees of the AF Group, based on the positive experience from the two previous option schemes.

The following resolution was adopted:

An option scheme shall be established for all employees of AF Gruppen. The maximum number of options that can be granted is 4,500,000. Each option entitles the holder to acquire a share in AF Gruppen ASA. The option scheme entails an annual allotment of options for 2014, 2015 and 2016, with the allotting starting in 2014. The Board is authorised to distribute the options between the different employee groups.

The employee must pay NOK 1.- per option to acquire options. The exercise price is determined as the share's market value.

Exercise of options shall occur in the course of the first quarter of 2017 as decided by the Board. It is a condition of exercising options that the holder is still employed by the group on 01 March 2017.

The Board is given authority to prepare the detailed guidelines for the scheme within the framework that has been given.

The General Meeting will ensure that the Board has the necessary authority at all times to issue new shares and/or acquire treasury shares, so that the Company's obligations to the employees in accordance with the option scheme can be fulfilled.

291 037 (0,43%) voted against.

16. Other business

There were no more items for discussion and there were no more comments to the Annual General Meeting. At 11.20, the chairman of the general meeting declared the meeting closed.

Oslo, 15 May 2014

__________________________ ___________________________ Tore Thorstensen Bjørn Stenseng (sign) (sign)