SHAREHOLDER INFORMATION

Shareholder value

There is a long-term correlation between return on share (measured by rising share prices and dividends) and the company’s value creation. Value creation can first and foremost be seen in the company’s current financial results. The company’s profit margin has shown a continuously positive trend in recent years, but the profit margin was slightly lower in 2009 as a result of a difficult market. Profit margin was 3.4 percent in 2009 as against 4.2 percent in 2008.

Share distribution at 31 December 2009

Return on investment

Veidekke aims to give its shareholders a high and stable return on their investment in the company. Since Veidekke was first listed on the stock exchange in 1986, through an increasing share price and its dividend payouts, shareholders have had an average annual return of 17.5 percent. During the same period the Oslo Stock Exchange had an average annual return of 9.7 percent. Veidekke’s return in 2009 was 142.8 percent, compared to -52.4 percent in 2008. Return on the Oslo Stock Exchange was 64.8 percent and -54.1 percent respectively in the same period.

In 2009, 62.2 million Veidekke shares were traded on the Oslo Stock Exchange with a turnover rate of 46.1 percent. In comparison, in 2008 71.2 million shares were traded corresponding to a turnover rate of 50.8 percent. There were a total 21 124 trades of Veidekke shares during the year, compared with 35 507 the year before.

Dividend

Veidekke’s dividend policy stipulates a payout amounting to at least 50 percent of profit for the year (pay-out ratio).

For the financial year 2009, the Board of Directors proposes distributing a dividend of NOK 2.50 per share, the same as the previous year. This indicates a pay-out ratio of 83 percent, as against 56 percent in 2008. Shareholders will thus receive a direct return of 5 percent based on the share price at the end of the year. The dividend will be paid on 20 May 2010 to all shareholders who are registered as owners on the date of the Annual General Meeting, 5 May 2010.

Largest shareholders at 31 December 2009

Ownership structure

At the turn of the year, Veidekke had 7 208 shareholders, compared with 6 571 at the beginning of the year. Veidekke’s largest owners are OBOS Forretningsbygg (28 percent), IF Skadeförsäkring AB (8.7 percent) and Folketrygdfondet (7.3 percent). At the end of 2009, a total of 3 300 employees held 19.3 percent of the shares in the company, as against a total of 2 898 employees or 18.0 percent at the end of 2008.

During the year, the percentage of foreign investors has increased 2.4 percentage points from 20.7 percent to 23.1 percent.

Veidekke’s share capital at 31 December 200 was NOK 66 852 471 divided into 133 704 942 shares of NOK 0.50 each. Veidekke has always had one share class and each share carries one vote.

The increase in the share capital since the company was first listed on the stock exchange, is shown in the table below.

In May 2009, the company offered shares to key personnel at a discount of 20 percent (with financial assistance from Veidekke) and 30 percent (with cash settlement) on the market price. Consequently, 368 key employees subscribed for 1 630 000 shares at a price of NOK 22.80 and NOK 19.95, respectively. In November 2009, shares were offered to all employees at a discount of 20 percent on the market price. A total of 1 793 employees subscribed for 1 527 881 shares at a price of NOK 38.10. Sales of shares to employees are subject to a two or three year lock-in period.

Authorisation to issue shares and purchase of own shares

The Annual General Meeting has authorised the Board of Directors to issue up to 13 million shares. Since 1986, authorisation has been granted for successive renewal. This authorisation has primarily been used in connection with issues of shares to employees and in connection with minor mergers. The Board of Directors is also authorised to repurchase the company's own shares for a total nominal value of up to MNOK 6.5, equivalent to just under 10 percent of share capital.

The company did not repurchase share in 2009. Shares that were acquired after the Annual General Meeting in 2008, a total of 2.3 million shares, were deleted at the company's Annual General Meeting in May 2009. Veidekke owned no treasury shares at 31 December 2009.

Inside information

The company’s internal insider trading rules follow a stricter practice than is required by the Securities Trading Act. In addition to the wider statutory duty to investigate, the company observes the duty to clear primary insiders, in order to ensure more thorough compliance with the duty to investigate. This is in keeping with the recommendations of the Oslo Stock Exchange. Veidekke has also drawn up internal rules which have been made known to all employees in key positions and to senior union representatives. These rules mean, among other things, that employees must exercise great care at all times when buying and selling shares.

Investor relations

Quarterly reports will be issued this year on the dates given at the beginning of this report. When annual and interim reports are published, Veidekke holds presentations for shareholders, brokers, analysts, the press and employees. These presentations can be followed via webcast in English and Norwegian.

The company also maintains regular contact with investors and analysts. The largest stock broker-ages on the Oslo Stock Exchange carry out analyses of Veidekke shares. A list of the analysts who follow Veidekke shares can be found on Veidekke’s web site.

The company publishes information in both Norwegian and English, and qualifies for Oslo Stock Exchange’s information symbol and English symbol.

Up-to-date information about the company can be found on Veidekke’s web site. Quarterly reports, analysts’ reports and other important press releases and presentations are accessible on Veidekke’s web site and are also published through traditional channels.

For information about Veidekke shares, please visit:
www.veidekke.com/ir