Per Aarsleff Holding — AGM Information 2011

Jan 7, 2011

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Annual General Meeting of Per Aarsleff A/S

The Annual General Meeting of Per Aarsleff A/S will be held on 31 January 2011 at 15:00 at the company's headquarters, Lokesvej 15, 8230 Aabyhoej, Denmark. The agenda is as follows:

• 1. Report on the operations of the company by the Board of Directors.
• 1. Presentation of the annual report and consolidated financial statements.
• 1. Decision on appropriation of profit or payment of losses according to the adopted annual report.
• 1. Decision on discharge of the Executive Management and Board of Directors.
• 1. Discussion of proposals submitted by the Board of Directors or shareholders.

The Board of Directors has submitted the following proposal:

That the Board of Directors be authorised for the next five years to allow the company to acquire treasury shares within a total nominal value of 20% of the share capital of the company, according to article 198 of the Danish Companies Act. Payment must not deviate by more than 10% from the price listed on NASDAQ OMX Copenhagen A/S at the time of acquisition.

In addition, the Board of Directors has submitted the following proposals for amendment of the articles of association:

The articles of association is amended as a consequence of the new Danish Companies Act

• Article 1: "the names" is changed to "the name".
• Article 4: the Danish word "aktiebog" (shareholders' register) is changed to "ejerbog" (shareholders' register).
• Article 4(a), section 3: the Danish word "i forståelse" (in agreement) is changed to "i enighed" (in agreement).
• Article 5, section 1: the Danish word "aktiebogen" (the shareholders' register) is changed to "ejerbogen" (the shareholders' register)
• Article 6 is changed to:

"Share certificates which have been lost may without judgement be cancelled by the Board of Directors according to the rules of the Danish Companies Act".

Article 7 is changed to:

"General meetings of the company shall be held in Aarhus or Copenhagen as decided by the Board of Directors.

The Annual General Meeting shall be held in such good time that the annual report can reach the Danish Commerce and Companies Agency no later than four months after expiry of each financial year.

No later than 8 weeks prior to the annual general meeting, the Board of Directors shall publish the proposed date of the holding of the general meeting as well as the latest date of request for admission of a specific subject to the agenda.

Extraordinary general meetings for consideration of a specific subject shall be convened no later than 2 weeks after the submission of the request in writing by the Board of Directors, the auditor or by shareholders representing at least 5% of the share capital.

General meetings shall be convened by the Board of Directors at no less than three weeks' and no more than five weeks' notice before the general meeting by notice at the company's website and by notice in a Copenhagen daily paper and a local daily paper and by letter or by e-mail to all registered shareholders who have submitted a request to that effect. Also, the meeting shall be convened in the IT system of the Danish Commerce and Companies Agency.

Independent proposed resolutions which the shareholders might wish to have considered at the general meeting shall be notified in writing to the board of directors. Any shareholder is entitled to have one or more specific subjects considered at the general meeting, provided that the Board of Directors has received the proposal in writing no later than 6 weeks before the date of the general meeting. If the proposed resolution is received later than 6 weeks before the holding of the general meeting, the Board of Directors shall decided if the proposed resolution has been made in due time for admission to the agenda.

For a consecutive period of 3 weeks starting not later than three weeks before the General Meeting is held, including the day when the General Meeting is held, the Company must make the following information available to the shareholders at the Company's website:

• 1. Notice of the annual general meeting
• 1. The total number of shares and voting rights on the date on which notice of meeting is given, including the total number of shares of each share class.

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• 1. The documents to be presented at the general meeting, including the audited annual report in case of the annual general meeting.
• 1. The agenda and proposals in full.
• 1. Forms for voting by proxy and by letter unless the forms are sent directly to the shareholders"
• Article 8 is changed to:

"The Board of Directors shall elect a chairman to preside over the general meeting and to make sure that the conduct of the general meeting is responsible and proper. The chairman shall decide all questions concerning the procedure and the voting at the general meeting. The chairman shall keep minutes of the proceedings at the general meeting, and the minutes shall be signed by the chairman and by attending members of the Board of Directors. No later than 2 weeks after the holding of the general meeting, the minutes or an authorised transcript of the minutes shall be made available to the shareholders at the company's domicile or at the company's website. The results of the voting of the general meeting shall be published at the company's website no later than 2 weeks after holding the general meeting".

Article 9(2) is changed to:

"Presentation and approval of the annual report and the consolidated financial statements, if any".

Article 10 is changed to:

"Each DKK 100.00 class A amount of shares entitles the holder to 100 votes.

Each DKK 10.00 class B amount of shares entitles the holder to 1 vote

All shareholders shall be entitled to attend the general meeting on presentation of admission card.

All shareholders shall have the right to attend the general meeting in person of by proxy and in both cases accompanied by an adviser.

The voting right may be exercised by proxy on presentation of a written and dated proxy form. The company shall make a written or electronic proxy form available to all shareholders who are entitled to vote at the general meeting.

The right of a shareholder to attend a general meeting and to vote is determined according to the shares which the shareholder owns on the record date. The record date is one week before the general meeting.

Shares which have been acquired after the record date does not entitle the shareholder to participate in the general meeting and to vote relative to the shares acquired after the record date. Nor shall the shares be considered for represented at the general meeting.

Participation at the general meeting by the shareholder in person or by proxy shall be notified to the company no later than 3 days before holding of the general meeting. The same shall apply to an adviser.

The company must issue admission cards for shareholders etc. who are entitled to attend a general meeting.

Admission cards, which shall also show the number of votes to which the shareholder in question is entitled, shall be handed out at the company's office not later than 3 days prior to the general meeting against documentation of the holding of shares or against reference to the registration of shares made in the name of the holder.

Voting rights can only be exercised by shareholders or their proxies, if admission card has been taken out in due time.

The press shall have access to the general meetings of the company".

• In article 11 "the Danish Public Companies Act" is changed to "the Danish Companies Act".
• The heading of articles 15 and 16 "Audit" is changed to "Financial year and Audit".
• In article 16 "annual reports" is changed to "financial statements".
• Change of article 12, section 1 of the articles of association of the company insertion of age limit for the Board of Directors
• Article 12, section 1 is changed to:

"A board of directors consisting of 3-7 members elected by the company in general meeting for one year at a time shall be in charge of the management of the company. The board of directors can be re-elected. Election or re-election to the Board of Directors cannot take place after the member has turned 70 years".

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• 1. Election of members to the board of directors.
• It is proposed that all current board members be re-elected.
• 1. Appointment of auditor

It is proposed that PWC, Statsautoriseret Revisionsaktieselskab be re-appointed.

1. Any other business.

The agenda and proposed resolutions in detail, the 2009/2010 annual report including management's review, income statement and balance sheet, as well as consolidated financial statements and auditor's report will be available at the company's website (www.aarsleff.com).

The full, unabbreviated text for the documents that shall be presented at the general meeting as well as the agenda and the complete proposals can be obtained on request from the company.

No later than 3 weeks before the general meeting, the following information will be available to the shareholders at the company's website:

• 1. the notice convening the meeting
• 1. the total number of shares and voting rights at the date of the notice
• 1. the documents to be presented at the general meeting
• 1. the agenda and the complete proposal
• 1. the forms to be used for voting by proxy.

Passing of special resolutions

For the passing of resolutions concerning amendments of the articles of association (item 5 of the agenda), it is necessary that shareholders corresponding to at least two thirds of the votes cast at the general meeting vote in favour of the resolution, cf. article 11 of the articles of association.

Record date

The right of a shareholder to attend a General Meeting and to vote is determined relative to the shares held by the shareholder at the record date (24 January 2011). The shares held by each shareholder at the record date are calculated on the basis of registration of the shareholders' ownership in the register of shareholders and notifications about ownership received by the company for entry into the register of shareholders, but which have not yet been registered in the register of shareholders.

Admission

Shareholders or their proxies who wish to attend a general meeting shall no later than 28 January 2011 inform the company of their participation. The same applies to the shareholder's adviser or proxies. Admission cards may be obtained against presentation of appropriate proof of identification at the company's office in Aarhus from 17 January 2010. For issuing of admission cards to shareholders who are not registered in the company's register of shareholders, an up-to-date statement of account from the Danish Securities Centre or the bank with which the custody account is held (custodian institution) is required.

Proxy

The proxy form can be obtained from the company's website (www.aarsleff.com) and must reach the company no later than 28 January 2011.

The size of the share capital and voting right

The share capital of the company amounts to DKK 45,300,000 divided into DKK 2,700,000 A shares and 42,600,000 B shares. Article 10 of the articles of association determines the following as to voting rights in the company: A shares shall carry 100 votes per DKK 100, and B shares shall carry 1 vote per DKK 10.

The Board of Directors of Per Aarsleff A/S