AF Gruppen — AGM Information 2016

May 12, 2016

MINUTES OF ORDINARY GENERAL MEETING OF AF GRUPPEN ASA

The Annual General Meeting of AF Gruppen ASA was held on 12 May 2016 at 10.30. 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. A total of 38 shareholders attended the Annual General Meeting, representing 67 243 064 shares or 72,55 % of the total number of shares. In addition, auditor Tommy Romskaug 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, Hege Bømark, gave a brief account of the Committee's work during the past year. The Chairman of the Compensation Committee, Peter Groth, 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 2015, including the consolidated accounts and the distribution of dividends

The annual accounts and annual report for 2015 for the parent company and group were approved, and the Board proposal for a dividend payment of NOK 5.00 per share was

adopted. A dividend will not be paid for treasury shares. The dividend payment will be made on 24 May 2016.

8. Approval of auditor's fees

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

9. Determination of the Directors' fees for the 2015 financial year

The Annual General Meeting stipulated fees to the Board for 2015 as follows:

Chairman of the Board		NOK 430,000
Shareholder-elected board member		NOK 215,000
Employee-elected board member		NOK 190,000
Alternate	NOK	21,000 per meeting
Committee Chairman
Compensation Committee	NOK	55,000
Audit Committee	NOK	72,000
Committee members
Compensation Committee	NOK	40,000
Audit Committee	NOK	57,000

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:

Bømark, Hege, board member (re-elected) Holth, Kristian, board member (new board member, previous alternate) Lunde, Borghild, board member (re-election) Siraj, Daniel, board member (re-election) Rønn, Pål Egil, board member (new board member)

Groth, Peter, alternate (new alternate, previous board member)

Pål Egil Rønn was elected as Chairman of the Board.

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

Tore Thorstensen, Chairman (new) Bøyum, Gunnar (re-election) Ove B. Haupberg (new)

One shareholder holding 439,348 shares voted against the proposal.

11. Determination of the Nomination Committee's fees for the 2015 financial year On recommendation by the Board, the Annual General Meeting stipulated the following fees for 2015:

Chairman of the Nomination Committee NOK 40,000 Members of the Nomination Committee NOK 35,000

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 463,400, 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 200.

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 4,634,000 made up of 92,680,000, 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 13 May 2015, and will and will apply until the date of the Annual General Meeting in 2017, although not after 30 June 2017.

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 power of attorney may only be used to issue shares in connection with the sale of shares to 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 2017, but not later than 30 June 2017.

14. Authorisation to the Board to increase the share capital by issuing new shares The Board has proposed that the Annual General Meeting authorise it to increase the share capital by up to NOK 139,020 (3% of the presently registered paid-in share capital). The justification for

the proposal is that the authorisation will provide greater flexibility in connection with acquisition of business.

The following resolution was adopted:

Cf. the Public Limited Companies Act Sections 10-14 to 10-19 the Board is authorised to increase the share capital by issuing new shares. The share capital may be increased by up to NOK 139,020.

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 Board may decide to deviate from the shareholders' pre-emptive right to subscribe for shares under section 10-2 of the Public Limited Companies Act.

The Board may decide that share contributions may be assets other than cash, or the right to

involve the company in special obligations pursuant to section 10-2 of the Public Limited Companies Act. If share contributions are to be settled by assets other than cash, the Board may decide that such assets be transferred to subsidiaries in return for corresponding settlement between the subsidiary and AF Gruppen ASA.

The authorisation also applies in the event of a decision to merge, pursuant to section 135 of the Public Limited Companies Act. The authorisation may also be used in those cases discussed in section 5-15 of the Stock Exchange Act.

This authority is valid from and including 13 May 2016 until and including the date of the Annual General Meeting in 2017, although not after 30 June 2017.

15. Authorisation for the Board to decide on distribution of dividends. The Board has proposed that the Annual General Meeting authorise it to pay a dividend twice a year, preferably after the Annual General Meeting and after presentation of the quarterly report for the 3rd quarter.

The following resolution was adopted:

In accordance with Section 8-2 (2) of the Public Limited Liability Companies Act, the Board is granted authorisation to decide on the distribution of dividends on the basis of the company's annual accounts for 2015.

This authorisation is valid until the 2017 Annual General Meeting, but not later than 30 June 2017.

16. Authorisation for the Board to increase the share capital for redemption of options in 2017.

In order to avoid having to call an extraordinary general meeting in connection with redeeming options subscribed to by employees, the Board has proposed that the Board is authorized to issue shares to redeem options in 2017.

The following resolution was adopted:

The share capital may be increased by up to NOK 225,000, divided into a maximum of 4,500,000 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 to employees of the group by the redemption of options.

The Board may decide to deviate from the shareholders' pre-emptive right to subscribe for shares undersection 10-4 of the Public Limited Companies Act.

This authorisation is valid until the 2017 Annual General Meeting, but not later than 30 June 2017.

Five shareholders holding 589,200 shares voted against the proposal.

There were no more items for discussion and there were no more comments to the Annual General Meeting. At 11.45, the chairman of the general meeting declared the meeting closed.

Oslo, 12 May 2016

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