Veidekke — Capital/Financing Update 2014

Sep 10, 2014

Denne melding til obligasjonseierne er kun utarbeidet på engelsk. For informasjon vennligst kontakt Nordic Trustee ASA

To the bondholders in:

ISIN: NO 001 0680135 - FRN Veidekke ASA Senior Unsecured Open Bond Issue 2013/2018

Oslo, 10 September 2014

Summons to Bondholders' Meeting

Nordic Trustee ASA is appointed as Bond Trustee for the above mentioned Bond Issue.

The information in this summons regarding the Issuer and market conditions are provided by the Issuer, and the Bond Trustee expressly disclaims all liability whatsoever related to such information.

Nordic Trustee ASA ("Nordic Trustee" or the "Bond Trustee") acts as trustee for the bondholders (together, the "Bondholders") in the above mentioned bond issue (the "Bonds" or the "Bond Issue"), issued by Veidekke ASA (the "Issuer").

Capitalized terms used herein shall have the meaning assigned to them in the bond agreements dated 29 May 2013 (the "Bond Agreement"), unless otherwise stated herein.

The information in this summons regarding the Issuer and the described transaction is provided by the Issuer, and the Bond Trustee expressly disclaims all liability whatsoever related to such information.

$\mathbf{1}$ BACKGROUND

$1.1$ Introduction

The Issuer has grown its business significantly over the past years and the operative subsidiaries need increased flexibility in order to be competitive in the market place. In certain cases the Issuer needs to provide security for its operative subsidiaries in order to win contracts. As a consequence, the Issuer will therefore propose to the Bondholders to increase the carve-out under the Negative Pledge clause as set forth herein (the "Proposal").

$1.2$ Further information

Veidekke has engaged SEB as its financial advisor (the "Advisor") with respect to the Proposal. Accordingly, Bondholders may contact the Advisor as follows for further information:

SEB: Wilhelm Haarstad, tel: +47 22 82 72 14, email: wilhelm.haarstad@seb.no

$\overline{2}$ PROPOSAL

$2.1$ Amendment

The Issuer proposes that the Bond Agreement in clause 13.4 (h) is amended as follows:

"any Security not covered by paragraphs (a), (b), (c), (d), (e), (f) and (g) above, provided that the aggregate amount of indebtedness secured by all encumbrances under this paragraph (h) does not, at any time, exceed NOK 300,000,000500,000,000."

$2.2$ Amendment fee

As compensation, the Issuer offers the Bondholders a one-time amendment fee of 0.025% (flat) of the face value of the respective Bondholders' holdings of the Bonds (the "Fee"). The Fee will be payable to the Bondholders (with record date at end-of-business the date of the Bondholders' Meeting) 10 banking days after the Bondholders' Meeting, provided that the Bondholders accept the proposal as set out in section 2.1 of this Summons.

$\overline{\mathbf{3}}$ NON-RELIANCE

The Proposals are put forward to the Bondholders without further evaluation or recommendations from the Bond Trustee. Nothing herein shall constitute a recommendation to the Bondholders by the Bond Trustee. The Bondholders must independently evaluate whether the respective Proposal is acceptable and vote accordingly.

SUMMONS FOR BONDHOLDERS' MEETING $\boldsymbol{\Lambda}$

Bondholders' meeting:

Bondholders are hereby summoned to a Bondholders' meeting:

Time: 24 September 2014 at 13:00 hours (Oslo time), Place: The premises of Nordic Trustee ASA, Haakon VIIs gt 1, 0161 Oslo - 6^th floor

Agenda:

• 1. Approval of the summons.
• 1. Approval of the agenda.
• 1. Election of two persons to co-sign the minutes together with the chairman.
• 1. Request for adoption of proposal:

It is proposed that the Bondholders' meeting resolve the following:

"The Bondholders' Meeting to approve the Proposal as described in section 2.1 of this Summons."

To approve the above resolution, Bondholders representing at least 2/3 of the Bonds represented in person or by proxy at the meeting must vote in favour of the resolution. In order to have a quorum, at least 5/10 of the voting Bonds must be represented at the meeting. If the proposal is not adopted, the Bond Agreement will remain unchanged.

Please find attached a Bondholder's Form from the Securities Depository (VPS), indicating your bondholding at the printing date. The Bondholder's Form will serve as proof of ownership of the Bonds and of the voting rights at the bondholders' meeting. (If the bonds are held in custody - i.e. the owner is not registered directly in the VPS - the custodian must confirm; (i) the owner of the bonds, (ii) the aggregate nominal amount of the bonds and (iii) the account number in VPS on which the bonds are registered.)

The individual bondholder may authorise the Nordic Trustee to vote on its behalf, in which case the Bondholder's Form also serves as a proxy. A duly signed Bondholder's Form, authorising Nordic Trustee to vote, must then be returned to Nordic Trustee in due time before the meeting is scheduled (by scanned e-mail, telefax or post – please see the first page of this letter for further details).

In the event that Bonds have been transferred to a new owner after the Bondholder's Form was made, the new Bondholder must bring to the Bondholders' meeting or enclose with the proxy, as the case may be, evidence which the Bond Trustee accepts as sufficient proof of the ownership of the Bonds.

For practical purposes, we request those who intend to attend the bondholders' meeting, either in person or by proxy other than to Nordic Trustee, to notify Nordic Trustee by telephone or by e-mail (www.mail@trustee.no) within 16:00 hours (4 pm) (Oslo time) the Banking Day before the meeting takes place.

Yours sincerely Nordic Trustee ASA

Vivian Trøsch

Enclosed: Bondholder's Form