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AF Gruppen M&A Activity 2010

Aug 19, 2010

3522_rns_2010-08-19_3d8f85ff-1256-44c6-9916-7573434eea42.html

M&A Activity

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Clarification regarding Miljøbase Vats AS

Miljøbase Vats AS

In connection with the notice of the Extraordinary

General Meeting made public in a company disclosure

on 29 July 2010 the following clarification is made:

Miljøbase Vats AS is currently 100% owned by AF Miljø

AS, a subsidiary of AF Gruppen ASA.

In the notice of the Extraordinary General Meeting

the Board of Directors is requesting authorisation to

initiate a sale process to sell up to 60% of the

shares in Miljøbase Vats AS to the company's

shareholders.

Miljøbase Vats includes an 8 hectare site owned by

Miljøbase Vats AS and two sites totalling 19.65

hectares that are leased from Vindafjord

Municipality. The lease with Vindafjord Municipality

was signed in 2004 and has a term of 30 years, with

an option for an extension of an additional 20 years.

Miljøbase Vats AS lets all the properties to AF Decom

Offshore. This ensures that AF Decom Offshore AS can

continue demolishing and recycling decommissioned oil

platforms at Miljøbase Vats, while ensuring Miljøbase

Vats AS rental income. In connection with the sale,

AF Decom Offshore AS will sign a new 15-year lease.

The preliminary valuation of Miljøbase Vats AS's

assets is MNOK 600. Miljøbase Vats AS is currently

financed internally in the AF Group. In connection

with the sale there is an effort to replace an

estimated MNOK 400 of the internal financing with new

long-term outside financing. Miljøbase Vats AS wishes

to put in place a dividend policy and financing that

will accord with this policy.

Given new planned external financing of MNOK 400,

the value of 100% of the equity/shares in Miljøbase

Vats AS will be MNOK 200. A sale of up to 60% of the

shares will thus represent a total sale amount of up

to MNOK 120.

In connection with the sale, a prospectus pursuant to

the provisions of the Securities Trading Act is in

preparation. The prospectus will describe the objects

of the sale, articles of association, lease

agreements and financing. The prospectus, which will

be verified by Finanstilsynet (the Financial

Supervisory Authority of Norway), is expected to be

published at the beginning of October 2010.

For further information:

EVP / CFO: Sverre Hærem, tel. 95 24 51 67