AF Gruppen — AGM Information 2015

Oct 23, 2015

Notice of Extraordinary General Meeting

The Extraordinary General Meeting of AF Gruppen ASA will be held on Friday 13 November 2015 at 10:30 CET in the company's offices at Innspurten 15, Oslo.

Agenda

• 1. Opening of meeting and registration of shareholders attending. In accordance with Article 6 of the Articles of Association, the chairman of the board also chairs the meeting.
• 1. Election of at least one person to countersign the minutes.
• 1. Approval of the notice and the proposed agenda.
• 1. Distribution of dividends
• 1. Other business.

Details of some of the items on the agenda:

Item 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. The dividend must be stable and ideally rise in line with the earnings performance. 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.

Based on the company's financial position, the Board proposes that the General Meeting makes the following decision:

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.

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

• Right to attend general meetings, either in person or by proxy.
• Right to express themselves at general meetings and right to bring one adviser and give them the right to express themselves.
• Right to demand details from board members and the CEO on matters that can 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.

Shareholders have the right to appoint a proxy to attend and vote. In such case, a written and dated authority must be presented. The attached proxy form may be used.

Registration for the Extraordinary General Meeting must be in the company's hands no later than 09/11/2015. Please use the registration slip you have been sent or notify us by telephone by calling 22 89 11 00 if you wish to attend the Extraordinary General Meeting.

This notice of meeting is available on the company's website: www.afgruppen.no.

Oslo, 22 October 2015

Tore Thorstensen Chairman of the Board (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