AF Gruppen — Proxy Solicitation & Information Statement 2010

May 11, 2010

AF

AF GRUPPEN

Notice of Annual General Meeting 2010

Notice is hereby given that the Annual General Meeting of AF Gruppen ASA will be held on Friday, 28 May 2010 at 9:00 a.m. at the Company's premises at Innspurten 15 in Oslo.

Agenda

Item	Enclosure no.:
1. Opening of meeting by Board Chairman Nils-Henrik Pettersson and registration of shareholders attending. In accordance with Article 6 of the Articles of Association, the chairman of the board also chairs the meeting.
2. Election of at least one person to countersign the minutes.
3. Approval of the notice and the proposed agenda.
4. Briefing on the operations.
5. Briefing on the work of the Board, work of the Audit Committee and work of the Compensation Committee.	1 and 2
6. Review of the Board of Directors’ statement on the determination of fixed pay and other remuneration for senior employees, cf. Section 6-16a of the Public Limited Liability Companies Act.	3
7. Adoption of annual accounts and annual report for 2009, including the consolidated accounts and the distribution of dividends.
8. Approval of auditor’s fees.
9. Determination of Directors’ fees for the 2009 financial year.	4
10. Election of the Board and the Nominating Committee.	4
11. Authority to the Board to purchase treasury shares.

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Innspurten 15

P.O. Box 6272 Etterstad, N-0603 Oslo

firmapost@afgruppen.no

www.afgruppen.no

NO 938 702 675

Bank 8398 05 02689

Telephone +47 22 89 11 00

Fax +47 22 89 11 01

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Details of Items 7, 8, 9 and 11 on the agenda:

Item 7. Adoption of annual accounts and annual report for 2009, including the consolidated accounts and the distribution of dividends

The Board proposes that the Annual General Meeting adopt the annual accounts and annual report, which includes the distribution of a dividend of NOK 1.60 per share. A dividend will not be paid for treasury shares.

Item 8. Approval of auditor's fees

The Board proposes payment of the auditor's fees as invoiced.

Item 9. Determination of the Directors' fees for the 2009 financial year

The Nominating Committee proposes the following fees:

Board Chairman	NOK 300,000
Other Board members	NOK 120,000
Committee Chairman	NOK 45,000
Committee members	NOK 30,000

Item 11. Authority to the Board to purchase treasury shares

At the Annual General Meeting held on 15 May 2009, the Board was authorised to purchase treasury shares up until the Annual General Meeting in 2010, and in any case no later than 30 June 2010. The Board proposes that this authority be renewed until the Annual General Meeting in 2011, hence not beyond 30 June 2011.

The Board Proposes that the Annual General Meeting authorise the Board to purchase treasury shares within the limitations allowed by the Public Limited Liability Companies Act. The purpose of this authority is to give the Company an opportunity to purchase shares in situations where this would be in the Company's interest.

It is proposed that the Annual General Meeting adopt the following resolution:

"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 355,590 (after the new issue on 11 May 2010), 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 100.

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

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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 3,555,897, divided into 71,117,940 shares (after the new issue of 11 May 2010), each with a nominal value of NOK 0.05. If the share capital or nominal 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 15 May 2009 and will apply from 31 May 2010 until the date of the Annual General Meeting in 2011, and in any case no later than 30 June 2011."

The shares are listed ex dividend on 31 May 2010. The dividend will be paid on 8 June 2010. If you wish to appoint a proxy to represent you at the Annual General Meeting, please use the attached proxy form. Appointing a proxy must be done in writing.

Registration for the Annual General Meeting must be in the Company's hands no later than Tuesday, 25 May 2010. Please use the registration slip you have been sent or notify us by telephone by calling 22 89 11 00 if you wish to attend the Annual General Meeting.

Oslo, 6 May 2010
AF Gruppen ASA

Nils-Henrik Pettersson
Board Chairman

Enclosures:
- Annual report 2009
- Registration slip
- Proxy form
- Report from the Audit Committee
- Report from the Compensation Committee
- Report from the Nominating Committee

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AF GRUPPEN

Registration

for

Annual General Meeting of AF Gruppen ASA on 28 May 2010

The undersigned, the holder of ... shares in AF Gruppen ASA, will attend the Company's Annual General Meeting on 28 May 2010 at 9:00 a.m.

place..., date ... /...2010

...

Signature

...

Name in block letters

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AF

AF GRUPPEN

Proxy

The undersigned, the holder of ... shares

in AF Gruppen ASA, hereby authorises

... to attend and vote for my shares in (block letters)

AF Gruppen ASA at the Annual General Meeting on 28 May 2010.

place..., date ... / ...2010

...

Signature

...

Name in block letters

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Enclosure 1

Report from the Audit Committee 2009/2010

The Committee is made up of two shareholder-elected Board members:
Carl Henrik Eriksen (Chairman)
Mari Broman

The Company's CFO, Sverre Hærem, is the Audit Committee's secretary.

The purpose of the Audit Committee is to assist the Group Board with management and performance of the Board's supervisory responsibility pursuant to Sections 6-12 and 6-13 of the Public Limited Liability Companies Act. The Audit Committee's mandate is adopted by the Group Board and described in the "Mandate for the Group Board's Audit Committee".

The following tasks are included in the Audit Committee's mandate:

• Assess the Group's financial and account reporting
• Evaluate the auditing, nominate an auditor for election and explain the auditor's fees broken down by auditing and other services to the Annual General Meeting.
• Assess the Company's internal controls, including:
• Group's management of risk
• Group's internal control functions
• Group's authority matrix
• Group's cash management
• Group's ability to perform assessments, improve, execute and follow up investment decisions
• Organisational matters related to financial reporting and control in the Group

The Audit Committee has held four meetings since the last General Meeting. The Audit Committee has reviewed the following matters:

• Account reporting:
• Change in the accounting principles of the AF Group
• Review new reporting in the AF Group and the implementation of new consolidation tools for better consistency and documentation
• Plan the annual report

• Review the annual accounts for 2009

• Auditing

• Review of audit for 2009
• Assessment of auditor's fees

• Assessment of auditor's independence

• Internal control

• Risk management and internal control in the AF Group
• Group's quality function and internal audits
• Group's HSE function and HSE audits

• Policy for the purchase of treasury shares

• Organisation

• Change in legal structure
• Organisation of a central financial staff

Oslo, 25 March 2010

Carl Henrik Eriksen

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Enclosure 2

Report from the Compensation Committee 2009/2010

The Company's Compensation Committee consists of two shareholder-elected Board members and one shareholder-elected alternative Board member:

• Eli Arnstad
• Tore Thorstensen
• Peter Groth (Chairman)

The Company's CEO, Pål Egil Rønn, is the Compensation Committee's secretary.

The purpose of the Compensation Committee is to be a preparatory body for the Board in matters that concern the evaluation of the fixed pay and other remuneration determined for the CEO, in addition to being an advisor to the CEO in connection with determining the terms for members of the Corporate Management Team.

The Compensation Committee's mandate is adopted by the Group Board and described in the "Mandate for the Compensation Committee".

The Committee's work consists of questions related to fixed pay, bonuses, options, severance pay, early retirement and retirement pensions,

The following tasks are included in the Compensation Committee's mandate:

• Evaluate whether the remuneration of the CEO and the rest of the Corporate Management Team is appropriate and adapted to the operations.
• Prepare and recommend proposals for the compensation of the CEO, including adjustment of the fixed pay, bonuses and other incentive schemes and present these to the Board for evaluation and a decision.
• Prepare and present the employees' participation in any new issues, share schemes, etc. to the Board.
• Present guidelines for the remuneration of senior executives to the Board, which will be presented to the General Meeting for their information/approval after review by the Board.
• Prepare and present other significant personal matters that are related to the compensation of senior executives.

The Compensation Committee has held four meetings since the last General Meeting. The following matters have been reviewed:

• Analysis of the world around us
• Compensation terms at other enterprises
• Main principles for the remuneration of top and senior executives
• Employee ownership

• Reports to the Board

• AF's history

• Review of practical schemes and the outcome of the schemes for employees in 2007 and 2008
• Report to the Board

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Enclosure 2

• Market terms for select positions in the AF Group
• Review of externally prepared report (Mercer) as grounds for a proposal to the Board concerning the adjustment of compensation elements

• Report to the Board

• Option scheme for employees of AF Gruppen ASA adopted at the Extraordinary General Meeting of 4 January 2008

• Outcome of the scheme for 2008 and 2009

• Any new schemes or guidelines related to these schemes

• Incentive schemes in general – principles for future schemes

• Consistency in relation to a good shareholder policy
• Easier access to bonus parameters and other non-economic parameters
• Relationship between ordinary fixed pay/bonuses
• Relevant financing schemes for employees in connection with the purchase of shares

• Liquidity of AF shares in relation to the Company's acquisition of treasury shares in connection with bonus programmes and share purchase schemes

• Discounted share purchase scheme for employees

• Existing scheme will be continued in 2010 – adopted by the Board on 12 November 2009

• Proposal for a new scheme under evaluation for subsequent decisions by the Board in accordance with the authority granted by the General Meeting

• Bonus programme for 2010

• Proposal for minor changes adopted by the Board on 12 November 2009

• Incentive schemes for 2011

• Main guidelines presented to the Board at the meeting of 12 November 2009
• Compensation Committee aims to submit a proposal for an incentive scheme for 2011 to be approved by the Board in the middle of 2010

Oslo, 15 April 2010
Peter Groth

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Enclosure 3

Board of Directors' statement on the determination of fixed pay and other remuneration to senior executives

The Board of Directors has prepared the following statement on the determination of fixed pay and other remuneration to senior executives pursuant to Section 6-16a of the Public Limited Liability Companies Act.

Senior executives are defined as the Corporate Management Team, which consists of the CEO and five executive vice presidents.

1. Determination of fixed pay and other remuneration for senior employees

Main principles

• The salaries of senior executives are made up of a fixed component, the base salary, and a variable component in the form of a bonus. The sum total of the base salary and bonus constitutes the total remuneration the employees receive for their services.
• The scope of the variable component of the remuneration depends on to what degree the defined economic targets are achieved.
• The total remuneration that is offered shall be competitive in relation to comparable positions and the market.
• The Compensation Committee is the Board of Directors' advisor for the evaluation of the terms for senior executives.

Determination of the CEO's remuneration

The Board of Directors determines the CEO's remuneration in consultation with the Compensation Committee. The CEO has otherwise the same employment terms and notice period as other employees. There are no agreements relating to severance pay or early retirement.

Determination of the remuneration of executive vice presidents

The Board of Directors establishes guidelines for the remuneration of senior executives in consultation with the CEO. There are no agreements relating to severance pay or early retirement.

Bonuses

Bonuses for senior executives are based on the EVA (Economic Value Added) model. EVA is a method of calculating and analysing value creation in the Group and in economic units below group level. Bonuses based on the EVA model for senior executives are linked to the Group's value creation during the financial year. If the performance requirements are met, the bonus payment should represent 5-8 months' pay. This is, however, not the absolute maximum limit.

Of the total bonus earned, 25% can be used to buy shares at a 20% discount and the remainder is paid in cash. The lock-in period for the shares is one year.

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Purchase of treasury shares

Shares can be sold to senior executives, subject to the approval of the Board of Directors at a 20% discount on the prevailing market price. Shares are offered to senior executives in the same way as to other employees.

Options

In January 2008, the General Meeting adopted an option scheme for all employees in the AF Group. The option scheme is to provide an incentive for all the employees in the Group. The purpose of the scheme is to encourage long-term commitment and greater involvement in the Group's activities. It is believed that the Group's future objectives will best be achieved when the interests of the Group and its employees coincide.

The options scheme means that the Group's employees will be given the opportunity to buy options each year in 2008, 2009 and 2010. This will be accomplished by granting the individual employee a certain number of options annually. Employees will be granted a specific number of options each year, all of which must be accepted.

The maximum number of options that can be granted is 2,500,000. Each option entitles the holder to purchase a share in AF Gruppen ASA. The option scheme entails an annual allotment of options for 2008, 2009 and 2010, with the allotting starting in 2008 and ending in 2010.

The employees must pay NOK 3.00 per option to purchase options. The exercise price has been set at the market value of the shares on 31 December of the previous year, with, however, a minimum price of NOK 135.00.

Options must be exercised from 2011 to 2012. An option may only be exercised if the holder is still employed at the company on 31 December 2010.

Retirement benefit scheme and payments in kind

Senior executives participate in the Group's retirement benefit scheme and receive payments in kind in the form of allowances for work travel, data connections and mobile telephones on par with that of other employees.

1. Compensation policy in force in 2009

Determination of the CEO's remuneration

The terms for the CEO were set by the Board of Directors. The remuneration paid in 2009 was in accordance with the agreements entered into, and a bonus was paid for the 2008 financial year in addition to the salaries for 2009.

Determination of the remuneration of executive vice presidents

The terms for the executive vice presidents were set by the CEO in consultation with the Board of Directors. The remuneration paid in 2009 was in accordance with the agreements entered into. A bonus was paid for the 2008 financial year. Bonuses were paid to the executive vice presidents based on the EVA achieved by the Group in relation to the targets, which are the same for everyone.

1. Effect of changes to the compensation schemes agreed on in 2009

There have been no changes in the compensation schemes in 2009, which differs from previous years.

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1. Guidelines for the determination of fixed pay and other remuneration for 2010

The determination of fixed pay will follow the same principles in 2010 as in 2009. The principles for the calculation of bonuses will also be the same as in previous years. However, the employees themselves will be able to choose if the entire amount of the bonus is to be paid or if 25% of the total bonus will be used to purchase shares at a 20% discount with a one-year lock-in period for the shares.

For further information, reference is made to Notes 5 and 21 in the annual report.

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Enclosure 4

Recommendations of the Nominating Committee to the Annual General Meeting of AF Gruppen ASA, 28 May 2010

1. Size of the Board

The number of shareholder-elected representatives was reduced from seven to five by a General Meeting resolution in 2008. The Nominating Committee has re-evaluated the size of the Board with respect to shareholder-elected members. The Nominating Committee believes it would be appropriate to maintain the number of shareholder-elected Board members at five.

At the previous General Meeting (2009) the Articles of Association were amended so that up to two alternate members with the right to attend board meetings could be elected. The Nominating Committee recommends that this arrangement be maintained, but that no alternates are elected this time.

2. Election of Board members and the Board Chairman

Board Chairman Nils-Henrik Pettersson has notified the Nominating Committee that he will not stand for re-election

Shareholder-elected Board members are up for election every year.

The Nominating Committee submits the following proposal to the General Meeting:

The following individuals should be elected as Board members for one year:

• Arnstad Eli (re-election)
• Broman Mari (re-election)
• Eriksen Carl Henrik (re-election)
• Peter Groth (from being an alternate)
• Thorstensen Tore (re-election)

Alternate representatives: No alternatives will be elected for the next year

The Nominating Committee proposes that the General Meeting elect Tore Thorstensen as the Board Chairman.

3. Directors' fees the election period until the Annual General Meeting for the 2009 financial year

The Nominating Committee submits the following remuneration proposal for approval:

Board Chairman will receive	NOK 300,000 per year
Board members will receive	NOK 120,000 per year
Alternate member(s) will receive NOK 12,500 per meeting
Committees will receive	NOK 45,000 per year for the chairman
	NOK 30,000 per year for committee members

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1. Nominating committee

Per Aftreth and Leif Jørgen Moger have notified the Nominating Committee that they will not stand for re-election.

The following new Nominating Committee is proposed:

• Baumann, Arne (re-election)
• Fjeld, Tor Øivind (new)
• Thronsen, Jan Fredrik (new)

It is proposed that Arne Baumann be elected as the chairman.

The Nominating Committee will not receive remuneration for their work for the last period.

Oslo, 29 April 2010

Per Ove Aftreth
Arne Baumann
Leif Jørgen Moger

Brief personal details of the Committee’s proposed candidates for the new election:

Nominating committee:

Tor Øivind Fjeld (61)
General manager of the Ø M Fjeld contracting company, etc. Fjeld represents one of the two main owners of KB Gruppen Kongsvinger AS, which is in turn one of the largest shareholders in AF Gruppen ASA.

Jan Fredrik Thronsen (62)
Bank manager at Nordea, as the manager of the commercial real estate business area for the last 10 years. Formerly, Deputy Managing Director of the American Scandinavian Banking Corp in New York, Manager of Kreditkassen’s bank in Singapore, account manager for contractor and real estate clients at Kreditkassen (Norway) for many years.
Education: Siviløkonom degree in business administration (Norway), Bachelor of Science (USA).