AF Gruppen — Annual Report 2015

Jun 17, 2016

Note 8 cont. // Share capital and shareholder information

Note 9 // Equity

Corporate Management Team			Number of shares Number of options
Morten Grongstad	CEO from 16/10/2015	113,537	30,521
Sverre Alf Hærem	Executive Vice President/CFO	169,290	31,372
Robert Haugen	Executive Vice President	247,220	31,189
Arild Moe	Executive Vice President	234,196	30,764
Andreas Jul Røsjø	Executive Vice President	16,155	26,877
Total		780,398	150,723

The Board has the authority to acquire up to 10% of the share capital. This authority is valid until the 2016 Annual General Meeting, which is scheduled for 12 May 2016.

An option programme for all the employees of AF Gruppen ASA and subsidiaries was adopted at the Annual General Meeting held on 15 May 2014, and it entails entitlement to subscribe for a total of 4,500,000 options during the years 2014, 2015 and 2016, with redemption in 2017. There are 3,759,599 options that may be redeemed from this scheme in March 2017.

As at 31 December 2015, the company had no treasury shares (50,000 treasury shares with a nominal value of NOK 0.05 in 2014). Treasury shares have been bought with a view to selling to the employees and as partial payment for business acquisitions.

1) Share capital in accordance with Articles of Association: 92,680,000 shares with a nominal value of NOK 0.05

2) Number of paid-up shares issued: 92,680,000 shares with a nominal value of NOK 0.05

	Treasury			Other paid-in	Other
Amounts in NOK million	Share capital	shares	Premium	equity	equity	Total
Equity as at 01/01/2014	4	-	79	37	-	121
Capital increase	-	-	279	-	-	279
Purchase of treasury shares	-	-	-	-	-33	-33
Sale of treasury shares	-	-	-	-	35	35
Loss on sale of treasury shares	-	-	-	-	-	-
Total comprehensive income for the year	-	-	-	-	380	380
More distributed in dividends than proposed	-	-	-10	-	-24	-35
Proposed dividend for 2014	-	-	-347	-	-110	-457
Equity as at 31/12/2014	4	-	1	37	247	290
Capital increase	-	-	317	47	-	364
Purchase of treasury shares	-	-	-	-	-20	-20
Sale of treasury shares	-	-	-	-	23	23
Loss on sale of treasury shares	-	-	-	-	-	-
Total comprehensive income for the year	-	-	-	-	475	475
More distributed in dividends than proposed	-	-	-	-	-278	-278
Proposed dividend for 2015	-	-	-315	-	-148	-463
Group contributions paid without tax	-	-	-	-	-40	-40
Reclassification	-	-	-	-37	37	-
Equity as at 31/12/2015	5	-	2	47	297	351

Note 10 // Guarantees and pledged assets

In connection with construction contracts entered into, the subsidiaries are subject to the usual contracting obligations and the associated guarantees. In this connection, AF Gruppen ASA has furnished guarantees to subsidiaries in the form of absolute guarantees to financial institutions. AF Gruppen ASA has further guaranteed for bank credit lines, tax withholdings and leasing limits for subsidiaries in the form absolute guarantees.

Amounts in NOK million	2015	2014
	Limit	Drawn	Limit	Drawn
Guarantees issued to clients	2,850	2,223	2,850	2,027
Guarantees for tax withholdings etc.	171	145	150	119
Leasing limits	1,173	647	1,073	676
Bank credit and loan facilities	2,024	-	2,053	193
Total	6,218	3,015	6,126	3,014

With regard to the annual accounts for 2015 for AF Gruppen ASA, we confirm to the best of our knowledge that:

• The consolidated financial statements have been prepared in accordance with IFRS, as adopted by the EU, and the additional disclosure requirements that follow from the Norwegian Accounting Act.
• The financial statements for the Parent Company, AF Gruppen ASA, have been presented in accordance with IFRS and the simplified IFRS provisions for company accounts laid down in section 3.9, fifth paragraph of the regulations pursuant to the Norwegian Accounting Act.
• The amounts and disclosures in the accounts provide a true and fair view of the Company's and the Group's assets, liabilities, financial positions and results as a whole.
• The amounts and disclosures in the annual report provide a true and fail view of performance, earnings and the position of the Company and Group, along with a description of the most important risk and uncertainty factors AF Gruppen faces.

Responsibility statement from the Board of Directors´ and the CEO

Oslo, 7 April 2016

CEO

Borghild Lunde Hege Bømark Daniel Kjørberg Siraj

Pål Gjerp Peter Groth Employee elected

Arne Sveen Employee elected

Kenneth Svendsen Employee elected

Tore Thorstensen Chairman of the Board