AF Gruppen — AGM Information 2015

Nov 13, 2015

Minutes of Extraordinary General Meeting

An Extraordinary General Meeting of AF Gruppen ASA was held on 13 November 2015 at 10:30 p.m. The General Meeting was held at 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, 18 shareholders were present, representing a total of 67 507 005 shares, which corresponds to 72,84 % of the total number of shares.

The following items were discussed:

1. Opening of General Meeting

The 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 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 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 General Meeting duly constituted.

4. Distribution of dividends

AF Gruppen's dividend policy is to provide shareholders with a competitive dividend yield. The Board will recommend to the General Meeting that the payment of dividends takes place up to twice yearly, preferably after the Annual General meeting and after presentation of the quarterly report for Q3. Based on the company's financial position, the Board proposes that a dividend of NOK 3.00 per share is distributed to the shareholders.

The General Meeting decided to pay a dividend of NOK NOK 3.00 per share. A dividend will not be paid for treasury shares.

The share will be listed ex-dividend on Monday 16 November 2015.

5. Other business

There were no more items for discussion and there were no more comments to the General Meeting. At 11:05 p.m., the Chairman of the General Meeting declared the meeting closed.

_______________________ _______________________

Oslo, 13 November 2015

Tore Thorstensen (sign.) Bjørn Stenseng (sign.)

Enclosures: Registration form Proxy form

Registration

for the

Extraordinary General Meeting of AF Gruppen ASA on 13 November 2015

The undersigned, the holder of ......................... shares in AF Gruppen ASA, will attend the company's Extraordinary General Meeting on 13 November 2015 at 10:30 CET.

place......................................., date ...... /........2015

.......................................................

Signature

..................................................... Name in block letters

Authorisation

The undersigned, the holder of …………………………. shares in AF Gruppen ASA,

hereby authorises ............................................ to attend and vote for my shares in (block letters)

AF Gruppen ASA at the Extraordinary General Meeting on 13 November 2015.

place......................................., date ...... /........2015

.......................................................

Signature

..................................................... Name in block letters