AF Gruppen

AGM Information • Mar 12, 2020

AF GRUPPEN ASA

Notice of Extraordinary General Meeting

The Extraordinary General Meeting of AF Gruppen ASA ("Company") will be held on Thursday 2 April 2020 at 10 a.m. in the company's offices at Innspurten 15, Oslo.

The General Meeting will be opened and chaired by Chairman Pål Egil Rønn, cf. Section 5- 12 first paragraph of the Public Limited Liability Companies Act and Article 6 of the Articles of Association.

Agenda:

• 1. Election of chairman and one person to countersign the minutes
• 2. Approval of the notice and agenda
• 3. Proposed authorisation for the Board to increase the share capital for redemption of options

The proposal for resolution in item 3 is apparent from appendix 1.

AF Gruppen ASA has a share capital of NOK 5,153,263.85 made up of 103,065,277 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 32,868 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.
• Right to bring one adviser and give them the right to express themselves.

If you wish to appoint a proxy to represent you at the Extraordinary General Meeting, please use the attached proxy form. Proxies must be appointed in writing and sent to the Company by Tuesday 31 March 2020. Due to the present serious situation regarding the coronavirus the Board encourages shareholders to avoid physical attendance and rather be represented by the attached proxy. The Company will investigate the possibility to hold an electronic meeting.

Registration for the Extraordinary General Meeting must be received by the Company no later than 31 March 2020. Shareholders who have not registered by this deadline may be refused entry to the Extraordinary General Meeting. Please use the registration form 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 and enclosures are available on the company's website: www.afgruppen.no.

In accordance with Article 6 of the Articles of Association, the appendices to the notice of meeting are not sent by post to the shareholders.

The Company's latest financial statements, annual report and auditor's report are available from the Company's registered office, Innspurten 15, 0663 Oslo, and on the Company's website, www.afgruppen.no.

Oslo, 12 March 2020 AF Gruppen ASA

Pål Egil Rønn Board Chairman

Attachments:

• 1) Proposal for adoption
• 2) Registration form
• 3) Proxy form

Proposed adoption to item 3 on the agenda:

Proposed authorisation for the Board to increase the share capital for redemption of options

A new option programme for all employees of AF Gruppen and subsidiaries was adopted at the Annual General Meeting held on 12 May 2017. In order to issue shares in connection with the redemption of options in Q1 2020, the Board proposes that the Extraordinary General Meeting adopts the following:

The Board is authorised to increase the share capital by issuing new shares.

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.

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 under section 10-4 of the Public Limited Companies Act.

This authorisation is valid until the 2020 Annual General Meeting, but not later than 30 June 2020.

AF GRUPPEN ASA

REGISTRATION FORM

The undersigned will attend the General Meeting of AF Gruppen ASA on 2 April 2020.

I/we own:	___ shares
I/we have proxies for:			___ shares (attach proxies)
Signature:	______
Name of shareholder:			______ (block letters)
Place, date:	______

Birthdate/company register number: ________________________

The attendance slip is sent by post to Innspurten 15, P.O. Box 6272 Etterstad, 0603 Oslo, or by e-mail to generalforsamling@afgruppen.no.

It is requested that the attendance slip is submitted such that it is received by the company no later than 31 March 2020.

Appendix 3

AF GRUPPEN ASA

PROXY FORM

		As owner of ____ shares in AF Gruppen ASA I/we hereby grant
Board Chairman
	______ (insert name)

authority to represent and vote for my/our shares at the Extraordinary General Meeting of AF Gruppen ASA on 2 April 2020.

If none of the options above are checked, authorisation will be deemed to have been given to the Board Chairman. If authorisation is given to the Board Chairman, the Board Chairman may authorise another member of the board or management to represent and vote for the shares the authorisation comprises.

If the shareholder so wishes and the Board Chairman has been appointed proxy, the voting instructions below may be completed and submitted to the company. Votes for the shares will then be cast in accordance with the instructions.

Voting instructions:

Resolution	Votes for	Votes against	Abstain from voting
Approval of the notice and agenda
Authorisation for the Board to increase the share capital for redemption of options

If voting instructions are provided, the following applies:

• If "Votes for" is checked, this implies an instruction to the proxy to vote for the proposal in the notice, including those changes the Board, the Board Chairman or the chairman of the general meeting may propose. In the event of changes with regard to the proposals set forth in the notice, the proxy may at his sole discretion abstain from voting for the shares.
• If "Votes against" is checked, this implies an instruction to the proxy to vote against the proposal in the notice, including those changes the Board, the Board Chairman or the chairman of the general meeting may propose. In the event of changes with regard to the proposals set forth in the notice, the proxy may at his sole discretion abstain from voting for the shares.
• If "Abstain from voting" is checked, this implies an instruction to the proxy to not vote for the shares.
• If no option is checked, this implies that the proxy is free to decide how to cast votes for the shares.
• In the event of elections the instructions are limited to voting to elect the candidates specified in the proxy form.
• When voting on matters that are not set forth in the notice but which legally are brought up for resolution at the general meeting, the proxy is free to decide how to vote for the shares. The same applies to votes on formal matters, e.g. selection of meeting chairman, voting order or voting procedure.
• If the shareholder has appointed another proxy than the Board Chairman and wishes to provide the person in question with instructions on voting, this is a matter between the shareholder and proxy that is of no concern to the company. In this case the company assumes no responsibility to check whether the proxy votes in accordance with the instructions.

Signature:	______*

Name: ________________________ (block letters)

Place, date: ________________________

The proxy form is submitted to AF Gruppen ASA, by post: Innspurten 15, P.O. Box 6272 Etterstad, 0603 Oslo or by e-mail : generalforsamling@afgruppen.no.

*If authorisation is provided on behalf of a company or other legal person, a certificate of registration and/or proxy that proves that the undersigned is competent to grant the proxy must be enclosed. If satisfactory documentation is not provided, the proxy is free to use or discard the authorisation at his sole discretion.