Multiconsult

Pre-Annual General Meeting Information • May 23, 2017

Multiconsult ASA - Proposal for new legal structure

Multiconsult ASA - Proposal for new legal structure

The Board of Multiconsult ASA proposes to establish a new legal structure for

the Multiconsult group. The company's Norwegian operational activities will be

demerged and then merged into a wholly-owned subsidiary. The purpose of the new

legal structure is to establish a more efficient legal structure for the

Multiconsult group.

The Board of Multiconsult ASA has therefore decided to propose to its

shareholders that the company's business, as defined in a demerger plan dated 15

May 2017, is demerged to the newly established company MC Newco AS, followed by

a merger of the business into Multiconsult ASA's newly established and wholly

-owned subsidiary, Multiconsult Norge AS. The merger consideration will be

issued by Multiconsult ASA by increasing the nominal value of existing shares in

Multiconsult ASA (a so called "group merger").

The shareholders of Multiconsult ASA will have the same number of shares with

the same nominal value in Multiconsult ASA after the new legal structure is

established. The equity of Multiconsult ASA will also be the same before and

after the transactions. The new legal structure only entails that the Norwegian

operational activities, as defined in the demerger plan, will be transferred

from Multiconsult ASA to a wholly-owned subsidiary.

The resolutions to establish new legal structure will be presented at

extraordinary general meetings of Multiconsult ASA, MC Newco AS and Multiconsult

Norge AS on 23 June 2017, and is expected to be completed in the end of August

The demerger plan and the merger plan is available at the company's web page,

www.multiconsult.no.