AF Gruppen — AGM Information 2015

Jan 23, 2015

Notice of Extraordinary General Meeting

The Extraordinary General Meeting of AF Gruppen ASA will be held on Friday 13 February 2015 at 12 noon 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. Proposal to authorise the Board to increase the company's share capital.
• 1. Other business.

Details of some of the items on the agenda:

Item 4: Proposal to authorise the Board to increase the company's share capital

As disclosed in the stock exchange announcement dated 18 December 2014 AF Gruppen has signed a letter of intent to acquire 70% of the shares in LAB AS. The acquisition includes LAB AS' shares in the subsidiaries LAB Entreprenør AS, Åsane Byggmesterforretning AS, Fundamentering AS as well as the properties in LAB Eiendom AS.

LAB Entreprenør AS is the largest building contractor in the Bergen area. The company's head office is in Bergen and it operates in Western Norway. The company had revenues of NOK 1,016 million in 2013 and has around 140 employees.

Åsane Byggmesterforretning AS is a leading builder in Bergen with a turnover of close to NOK 400 million in 2013 and approximately 100 employees.

Fundamentering AS carries out assignments throughout Norway within piling, sheet piling, drilling and anchoring. The company's headquarters is at Heimdal outside Trondheim and the company had a turnover of NOK 220 million in 2013. Fundamentering AS has approximately 70 employees.

The agreed purchase price for 70 per cent of the shares in LAB AS is estimated to be around NOK 700 million. It has been agreed that NOK 200 million of the settlement shall consist of shares in AF Gruppen ASA at share price NOK 74 per share (market price as of Dec. 17th 2014) and the rest in cash.

In order to be able to issue the necessary number of shares forming part of the consideration the Board requests authorisation to carry out a capital increase of up to NOK 135,135.15 corresponding to the issuance of up to 2,702,703 new shares (share price of NOK 74). Given the purpose of the authorisation it is proposed that the Board may deviate from the existing shareholders' pre-emptive rights.

The Board proposes that the General Meeting adopts the following resolution:

(i) In accordance with section 10-14 (1) of the Public Limited Liability Companies Act the Board is granted authorisation to increase the company's share capital by up to NOK 135,135.15 in the form of an issuance of up to 2,702,703 new shares, each with a face value of NOK 0.05. The authorisation may only be used for a capital increase in connection with the acquisition of shares in LAB AS.

• (ii) The authorisation is valid until 30 June 2015.
• (iii) The shareholders' pre-emptive rights under section 10-4 of the Public Limited Liability Companies Act may be waived.
• (iv) The authorisation covers a capital increase against payment in cash and payment in assets other than cash. The authorisation includes the right to involve the company in special obligations, cf. section 10-2 of the Public Limited Liability Companies Act.
• (v) The authorisation may also be used in takeover situations, cf. section 6-17 (2) of the Securities Trading Act.

The latest annual accounts, annual report and audit report for AF Gruppen may be obtained from the company's offices and are also available on the company's website, www.afgruppen.no. With regard to material events after the balance sheet date please refer to the company's stock exchange announcements and quarterly reports, which are also available on the company's website.

AF Gruppen ASA has a share capital of NOK 4,436,245.20 made up of 88,724,904 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 50,000 treasury shares.

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 enclosed proxy form may be used.

Registration for the Extraordinary General Meeting must be in the company's hands no later than 9 February 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 January 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 February 2015

The undersigned, the holder of .................... shares in AF Gruppen ASA, will attend the company's Extraordinary General Meeting on 13 February 2015 at 12 noon.

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 February 2015.

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

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

Signature

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