AF Gruppen

AGM Information • Apr 2, 2020

AF GRUPPEN ASA

Minutes of an extraordinary general meeting

An extraordinary general meeting of AF Gruppen ASA, org. no. 938 702 675 (the "Company") was held on 2 April 2020.

Due to infection control considerations related to the COVID-19 virus, the meeting was, as previously announced, held by electronic means through an online solution.

A record of shareholders represented at the meeting is attached to these minutes.

Agenda:

1. Election of chairman and one person to countersign the minutes

Pål Egil Rønn was elected as chairperson, and Morten Grongstad was elected to cosign the minutes along with the chairperson.

The resolution was passed unanimously.

2. Approval of the notice and the agenda

The notice and the agenda were approved.

The resolution was passed unanimously.

3. Proposed authorization for the Board to increase the share capital for redemption of options

The general meeting passed the following resolution:

• (i) The Board is authorised to increase the share capital by issuing new shares.
• (ii) The share capital may be increased by up to NOK 125,000, divided into a maximum of 2,500,000 shares, each with a face value of NOK 0.05.
• (iii) The statement of the share capital and number of shares in Article 4 of the Articles of Association shall be changed correspondingly.
• (iv) The authority may only be used to issue shares to employees of the group by the redemption of options.
• (v) 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.
• (vi) This authorisation is valid until the 2020 Annual General Meeting, but not later than 30 June 2020.

70,589,776 shares voted in favor of the proposal. 1,773,040 shares voted against the proposal. 73,087 shares abstained from voting.

There were no further matters on the agenda so the meeting was closed.

________________________ Pål Egil Rønn (sign.)

________________________ Morten Grongstad (sign.)

Attendance Summary Report
Registered Attendees:	50
Total Votes Represented:	72 643 129
Total Accounts Represented:	94
Total Voting Capital:	103 065 277
% Total Voting Capital Represented:	70,48 %

	Sub Total:	60		72 643 129
Capacity	Registered Attendees		Registered Non-Voting Attendees	Registered Votes	Accounts
Shareholder (web)		59		2 364 471		ਟੈਰ
3rd Party Proxy				70 278 658		35

10:23:16

The Chairman AF Gruppen

02 April 2020

Dear Sir,

As scrutineer appointed for the purpose of the Poll taken at the Annual General Meeting of the Members of the Company held on 2 april 2020 HEREBY CERTIFY that the result of the Poll is correctly set out as follows:-

	Issued share capital: 103 065 27
	VOTES	%	VOTES	2/2	VOTES	% of ISC	VOTES
	FOR / FOR		MOT I		TOTAL	VOTED	AVSTAR
	4 895 609 100.00			0.00	4 895 609	4.75 %	96 027
2.	72 249 163 100,00			0.00	72 249 163 70.10 %		23 360
3.	70 589 776 97.55		1 773 040 2,45		72 362 816 70.21 %		73 087

Yours faithfully,

Freddy Hermansen DNB Bank ASA Securities Services Registrars Department