Veidekke — AGM Information 2010

May 6, 2010

Translation from Norwegian

MINUTES OF THE ANNUAL GENERAL MEETING

Annual General Meeting of Veidekke ASA was held on 5 May 2010 at Thon Hotel Bristol, Kristian IV's gt 7, Oslo. The business of the meeting was as follows:

1) Opening of the Annual General Meeting

The Annual General Meeting was declared open by the Chairman of the Board Martin Mæland, who conducted a roll call. The meeting was attended by 148 shareholders in person and by proxy, representing 74 158 026 shares (55.46 per cent of the total share capital). A list of the shareholders who attended in person or by proxy is enclosed with these Minutes.

2) Election of person to chair the Meeting and co-signers

Martin Mæland was unanimously elected to chair the meeting. To sign the Minutes together with the Chair were chosen shareholders Brit Kvalbein and Olaug Svarva of Folketrygdefondet.

3) Approval of the notice and agenda

The Chair requested any comments to the notice or the agenda. There were no objections and the notice and agenda were approved.

4) Information about operations

President and CEO Terje R. Venold described the company's activities in 2009 and the prospects that the company now stands before ("It's about the power of people").

Executive Vice President Jørgen Wiese Porsmyr gave an account of the results for the first quarter of 2010.

5) The work of the Board, the work of the Compensation Committee, the Property Committee the Audit Committee, and the auditing work

The Chairman of the Board gave an account of the work of the Board of Directors and of the Compensation committee.

Board member Peder Christian Løvenskiold gave an account of the work of the Property Committee.

Board Member Hilde Merete Aasheim gave an account of the work of the Audit Committee.

Chartered accountant Torstein Hokholt gave an account of the auditing work.

6) Questions from attendees

The Chair invited those present to ask questions. There were questions from two shareholders.

7) Approval of the company's Annual Accounts and Report for 2009

The Meeting reviewed the Annual Accounts and Report for 2009 for Veidekke ASA and the Group. The Board of Director's proposal was adopted.

8) The Board of Directors' statement on remuneration of senior executives

Consideration of the Board of Directors' statement on remuneration of senior executives,

---

as laid down in § 6-16a of the Public Limited Companies Act. The Chairman of the Board gave an account of the Board of Directors' statement on remuneration of senior executives. The guidelines for 2010 are a continuation of last year's guidelines. The determination of the remuneration for senior executives is based on the following main principles:

• Salaries shall be competitive, without making the company a wage leader.
• The remuneration shall consist of a fixed part and a variable part.
• The compensation shall be determined in consultation with the Compensation Committee.

The Chairman of the Board gave an account of the company's remuneration of senior executives in 2009; The senior executives received salaries as agreed, with the addition of bonus payments in accordance with the established bonus programme. The Chairman of the Board gave an account of the effect of the implemented executive remuneration policy on the company. The salary adjustments made and bonus paid in 2009, complied with the statement given to the Annual General Meeting on 7 May 2009.

An advisory vote was held on the statement on remuneration of senior executives in 2009.

The Annual General Meeting recommended the Board of Directors' statement.

9) Employment of the profit for 2009 for Veidekke ASA, including the distribution of dividends

The Board of Directors proposed that the profit for the year be employed as follows:

Dividend, NOK 2.50 per share, totalling NOK 334 262 366.-
Other equity, NOK 8 267 870.-
Profit for the year, NOK 342 530 225.-

Dividends will be paid to the shareholders who are registered as owners on 5 May 2010. The dividend will be distributed to the shareholders on 20 May 2010. No dividend will be paid to the Company on its own shares.

The Annual General Meeting adopted the Board of Director's proposed resolution.

10) The auditors' remuneration

The remuneration of the auditors was set at NOK 864,000 as proposed.

11) Election of members of the Nomination Committee and remuneration of its members

The Chairman of the Board gave an account of the Nomination Committee's recommendation on the election of the new Nomination Committee. The Nomination Committee made the following recommendations, points 1-5:

1. Harald Norvik is elected for one year.

2. The Annual General Meeting adopted the Nomination Committee's recommendation.

3. Jan Tore Berg Knutsen is elected for one year.

4. The Annual General Meeting adopted the Nomination Committee's recommendation.

5. Erik Must is elected for one year.

6. The Annual General Meeting adopted the Nomination Committee's recommendation.

---

1. Olaug Svarva is elected for one year.

2. The Annual General Meeting adopted the Nomination Committee’s recommendation.

3. Harald Norvik is elected as chairman of the Nomination Committee.

4. The Annual General Meeting adopted the Nomination Committee’s recommendation.

Remuneration of the Nomination Committee

The Chairman of the Board gave an account of the Nomination Committee’s recommendation on the Nomination Committee’s fees.

The Board of Directors proposed that the Nomination Committee’s fees be set at NOK 20,000 for the chairman and NOK 12,500 for the other members of the Committee. Also covered are travel expenses for board members who reside outside Oslo.

The Annual General Meeting adopted the Board of Director’s proposed resolution.

12) The Board of Directors’ fees

The chairman of the Nomination Committee presented the Nomination Committee’s proposed fees for the Board of Directors.

The Nomination Committee proposed that the Board of Directors’ fees be adjusted and set at NOK 380,000 (350,000) for the Chairman of the Board and NOK 240,000 for the Deputy Chairman and at NOK 190,000 (175,000) for other members of the Board. Compensation for committee work is set at NOK 40,000 (40,000). Travel expenses are also covered for board members who reside outside Oslo. Compensation and benefits are calculated based on a tenure of 12 months.

The Annual General Meeting adopted the Nomination Committee’s recommendation.

13) Election to the Board of Directors

The chairman of the Nomination Committee presented the Nomination Committee’s recommendation on the election of Board members. The Nomination Committee’s recommendation was enclosed with the notice of the Annual General Meeting. All Board members who are elected by the shareholders were up for election.

The Nomination Committee made the following recommendations for the election of Board members, points 1 – 6:

1. Martin Mæland is re-elected as Board member for one year.

2. The Annual General Meeting adopted the Nomination Committee’s recommendation.

3. Peder Chr. Løvenskiold is re-elected as Board member for one year.

4. The Annual General Meeting adopted the Nomination Committee’s recommendation.

5. Jette Wigand Knudsen is re-elected as Board member for one year.

6. The Annual General Meeting adopted the Nomination Committee’s recommendation.

---

1. Gro Bakstad is elected as Board member for one year.

2. The Annual General Meeting adopted the Nomination Committee’s recommendation.

3. Annika Billström is elected as Board member for one year.

4. The Annual General Meeting adopted the Nomination Committee’s recommendation.

5. Hans von Uthmann is elected as Board member for one year.

6. The Annual General Meeting adopted the Nomination Committee’s recommendation.

This gives the following Board of Directors:
- Martin Mæland (born 1949) Re-elected for 1 year
- Peder Chr. Løvenskiold (born 1960) Re-elected for 1 year
- Jette Wigand Knudsen (born 1951) Re-elected for 1 year
- Gro Bakstad (born 1966) Elected for 1 year
- Annika Billström (born 1956) Elected for 1 year
- Hans von Uthmann (born 1958) Elected for 1 year

The situation for the employees’ Board members is as follows:

For the monthly paid employees:
- Eiliv Staalesen (born in 1964) Re-elected for 2 years

For the hourly paid employees:
- Steinar Krogstad (born in 1960) Re-elected for 2 years
- Inge Ramsdal (born in 1962) Re-elected for 2 years

Recommendation regarding election of a chairperson

It follows from Section 6-1, second paragraph, of the Public Limited Companies Act and Article 5 of the company’s Articles of Association that the Board of Directors shall elect its own chairperson. The Nomination Committee nonetheless deemed it correct, in light of discussions with the largest shareholders, to advise the Board of Directors on the choice of chairman, and recommended that Martin Mæland be elected as Chairman of the Board.

14) Amendments to the Company’s Articles of Association

14.1 Company’s Intent and Purpose

Norwegian Code of Practice for Corporate Governance recommends that a company’s activities be clearly defined in the articles. A significant part of Veidekke’s business is property development. As part of efforts to clarify the company’s operations in the articles of association, the Board therefore proposed that § 1 second paragraph be amended to:

"The company's mission is to engage in construction and property development activities, and other economic activities, including participation in other companies by investing in shares or other manner."

---

The Annual General Meeting adopted the Board of Director’s proposed resolution.

14.4 Deadline for Notice of Annual General Meeting

It follows from the new provision of the Public Companies Act § 5-11 b that the notice period to the General Meeting of enterprises listed on a regulated market has been increased from two weeks to 21 days. The Board suggested therefore that § 8 first paragraph, second sentence be amended to:

"Written notice shall be given at least 21 days in advance."

The Annual General Meeting adopted the Board of Director’s proposed resolution.

14.5 Availability of documents on the Company's website

New to the Public Limited Company regulations is § 5-11a is allowance for the inclusion in a company’s articles of association that documents relating to matters to be discussed at a general meeting, can be made available via a company website rather than be sent to shareholders together with the meeting’s notice. This also applies to documents required by law to be included with the notice of the annual general meeting. Shareholders are nevertheless entitled to have the documents sent to them, if the shareholder makes such a request to the company.

Making these documents available on the Company website will, in the Board’s opinion, provide cost and environmental savings. The Board therefore suggested that a new subsection § 8 be added which reads as follows:

"The Board may decide that documents relating to matters to be discussed at the general meeting and which will be made available to shareholders via the company's website, shall not to be sent to shareholders. This also applies to documents, which by law shall be included with or attached to the notice of the annual general meeting. A shareholder may still request to be sent documents relating to matters to be discussed at the General Assembly."

The Annual General Meeting adopted the Board of Director’s proposed resolution.

15) Proposal to authorise the Board of Directors to effect increases in capital

The Chairman of the Board gave an account of the Board’s request for an authorisation to effect increases in capital. As a matter of principle, the Board wishes to present capital increases to its shareholders through the Annual General Meeting. However, there are situations in which using an authorisation for capital increases may be appropriate. The Board therefore requests such an authorisation.

The Board of Directors proposed the following resolution for adoption by the Annual General Meeting:

"The Board of Directors is authorised to increase the share capital by up to MNOK 6.5 in new share capital divided into 13 million new shares with a nominal value of NOK 0.50 each. The Board may issue shares when it deems it necessary, for example in the case of corporate takeovers (whole or partial) against payment in shares, increases in capital for the benefit of employees of Veidekke ASA, its wholly or partially owned subsidiaries and employees in associated companies or towards others."

---

The Board of Directors may accept payment for the share capital by means other than money. The Board determines the subscription price and may set aside the shareholders' preferential rights to subscribe for new issues pursuant to Section 10-14 in the Public Limited Companies Act. The authorisation will be effective until the next Annual General Meeting and no later than 31 May 2011."

The Annual General Meeting adopted the Board of Director's proposed resolution.

16) Proposal to authorise the Board of Directors to undertake purchases of own shares

The Chairman of the Board gave an account of the Board's request for an authorisation to purchase own shares. This authorisation is a renewal of the authorisation granted on 7 May 2009.

The Board of Directors proposed the following resolution for adoption by the Annual General Meeting:

1. "Pursuant to Section 9-4 in the Public Limited Companies Act, the Annual General Meeting authorises the Board of Directors to acquire the company's own shares for a total nominal value of up to MNOK 6.5, corresponding to just under 10 per cent of Veidekke's share capital.
2. The Board may use its own discretion with regard to the manner of acquisition and sale.
3. For one share with a nominal value of NOK 0.50, the company shall pay at least NOK 10 and at most NOK 200.
4. This authorisation applies until the next Annual General Meeting and no later than 31 May 2010."

The Annual General Meeting adopted the Board of Director's proposed resolution.

There was no further business.

Total shares represented are listed in Appendix 1.

The results of each voting may be found in Appendix 2.

The Annual General Meeting was closed.

The company's Articles of Association were approved as of 5 May 2010, and are enclosed with the minutes.

Martin Mæland
(Chairperson)

Brit Kvalbein

Olaug Svarva

---

Translation from Norwegian

ARTICLES OF ASSOCIATION

for

Veidekke ASA

(effective from 5 May 2010)

Article 1

The name of the Company is Veidekke ASA. The Company is a public limited company.

The company's mission is to engage in construction and property development activities, and other economic activities, including participation in other companies by investing in shares or other manner.

Article 2

The Company’s registered office is in Oslo.

Article 3

The Company’s share capital is NOK 66,852,471 divided into 133,704,942 shares, each with a nominal value of NOK 0.50 fully paid and registered by name.

The Company’s shares shall be registered in the Norwegian Central Securities Depository.

Article 4

Each share carries one vote at the general meeting of the Company.

Article 5

The Company’s Board of Directors shall have from seven to nine members. A maximum of six members and any alternates shall be elected by the Annual General Meeting. A maximum of three members and alternates for those members shall be elected by and from among the Company’s employees in accordance with regulations issued in pursuance of provisions in the Public Limited Companies Act [Norway] relating to employee representation on the board of directors of public limited companies. The period of office is one year.

The Board of Directors elects its chairperson.

The age limit for Board members is set at seventy. Any Board member attaining the age of seventy shall remain in office until the next Annual General Meeting.

Article 6

The Company shall have a nomination committee. The committee shall have at least three members. The Annual General Meeting shall elect the nomination committee’s chairperson and other members and determine the remuneration of the committee’s members. The term of office is one year.

The nomination committee shall submit a recommendation to the Annual General Meeting on the election of members to the nomination committee. Nominated candidates should be shareholders or representatives of shareholders. The proposal for a new nomination committee shall be such that the majority of the new nomination committee is independent of the Board of Directors and senior executives of the Company. The nomination committee

---

may not propose the Company's chief executive officer or other senior executives as members of the nomination committee.

The Board of Directors shall submit a recommendation to the Annual General Meeting on the remuneration of the nomination committee's members.

The nomination committee shall submit a recommendation to the Annual General Meeting on the election of and fees to be paid to members of the Board of Directors. The nomination committee shall justify its recommendations.

Article 7

Two members of the Board jointly or one member of the Board and the President and CEO jointly shall have the right to sign on behalf of the Company.

Article 8

The Annual General Meeting is held each year no later than the end of May at a time and place determined by the Board of Directors. Written notice shall be given at least 21 days in advance. The notice shall be accompanied by the agenda.

The Board may decide that documents relating to matters to be discussed at the general meeting and which will be made available to shareholders via the company's website, shall not to be sent to shareholders. This also applies to documents, which by law shall be included with or attached to the notice of the annual general meeting. A shareholder may still request to be sent documents relating to matters to be discussed at the General Assembly.

Shareholders or proxies for those shareholders who wish to attend and vote at the Annual General Meeting must give notification to this effect to the Company before the deadline stated in the notice. The deadline must not expire more than five days prior to the Annual General Meeting.

The Annual General Meeting shall:

• Adopt the annual accounts and annual report, including employment of profit or covering of loss, and approve the distribution of a dividend
• Elect members of the nomination committee
• Determine the number of Board members, elect the Board members who by law shall not be elected by the employees and any alternates for the Board members elected by the shareholders
• Consider the Board of Directors' statement on remuneration to senior executives
• Deal with other business that is by law to be addressed by the General Meeting.

Article 9

Unless otherwise provided for in these Articles of Association, the provisions in the Public Limited Companies Act [Norway] shall apply.

Oslo, 5 May 2010