Notice of the Ordinary General Meeting 2006 Hafslund ASA Wednesday 3 May 2006 at 4 pm Hotel Continental, Stortingsgaten 24/26, Oslo

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1 Notice of the Ordinary General Meeting 2006 Hafslund ASA Wednesday 3 May 2006 at 4 pm Hotel Continental, Stortingsgaten 24/26, Oslo AGENDA: 1. Opening of the meeting and election of Chairman The General Meeting is opened by the Chairman. Pursuant to Article 7 of the Articles of Association, the General Meeting shall be chaired by the Chairman of the Board or any one elected by the General Meeting. 2. Registration of shareholders attending the meeting 3. Approval of notice and agenda 4. Election of two shareholders to sign the minutes together with the Chairman 5. Review of the annual report and accounts for Adoption of the annual report and accounts for 2005: a) Approval of the annual report and accounts of Hafslund ASA and the Hafslund Group. b) Approval of the allocation of the profits and losses in Hafslund ASA, including distribution of dividend for Hafslund ASA. 7. Proposal for power of attorney to the Board of Directors to acquire the company s own shares. The Board proposes to the General Meeting that the Board be granted a power of attorney to acquire the company s own shares. The Board proposes that the General Meeting pass the following resolution: The Board is granted a power of attorney under the Public Limited Companies Act, section 9-4, cf. sections 9-2 and 9-3, on behalf of Hafslund ASA, to acquire own B shares primarily for the use in programs directed towards employees in Hafslund ASA and subsidiaries of Hafslund ASA. The highest nominal value of shares that can be acquired under the authorization is NOK , equivalent to 2% of the company s share capital. The lowest remuneration that can be paid per B-share is NOK 10, while the highest remuneration that can be paid is NOK 300 per share. The Board resolves whether and in what way the acquisition shall take place and, in that case, how and under which terms own shares shall be transferred. The power of attorney is effective until the ordinary General Meeting in Election of member to the Board of Directors The Nomination Committee proposes that the General Meeting pass the following resolution: Christian Brinch and Solveig Ekeberg are re-elected as Board Members in the period until the ordinary General Meeting The Board elects its Chairman.

2 9. Approval of the remuneration to the Board Members The Nomination Committee proposes that the General Meeting pass the following resolution: For the period from the ordinary General Meeting 2005 until the ordinary General Meeting 2006 the Board Members remuneration will be: Chairman: NOK 520,000 Vice Chairman: NOK 205,000 Board Members: NOK 175,000 Allowances connected to travel and accommodation will be covered as incurred. 10. Election of members to the Nomination Committee. The Nomination Committee consists of Even Wahr-Hansen (Chairman), Tapio Kuula and Kjell O. Viland. Even Wahr-Hansen and Tapio Kuula stand for election. Even Wahr-Hansen and Tapio Kuula have expressed that they do not wish to be re-elected. The Board proposes that the General Meeting pass the following resolution: Hans Kristian Rød and Christian Lund are elected as members of the Nomination Committee for the period until the ordinary General Meeting in Kjell O. Viland continues as member until the ordinary General Meeting in The Nomination Committee elects its Chairman. 11. Approval of the remuneration to the members of the Nomination Committee The Board proposes that the General Meeting pass the following resolution: The Nomination Committee s remuneration shall be NOK 3,500 per member per meeting. In addition, the Nomination Committee s Chairman shall receive an invoice-based remuneration based on hourly assistance not covered by the regular remuneration. Such invoices shall be approved by the Chairman of the Board. The remuneration applies until ordinary General meeting Approval of the Auditor s remuneration A. The annual accounts, annual report and the auditor s statement for 2005 are enclosed and have been sent to shareholders with known addresses. The recommendation from the Election Committee is also enclosed. B. In accordance with Article 5 of the company s Articles of Association, the B class shares give no voting rights at the General Meeting unless otherwise decided in the Public Limited Companies Act. C. A shareholder who wishes to attend the General Meeting must, pursuant to Article 7, first paragraph, of the Articles of Association, inform the company within the time limit indicated in this notice. Registration can be made on the company s homepage, electronically via Investortjenester or by returning the enclosed form to: DnB NOR ASA, Verdipapirservice, att.: Ms. Grethe Nes, Stranden 21, NO-0021 Oslo, fax no.: The registration for the General Meeting must be made within Tuesday 2 May 2006 at 12 am. Further information regarding the General Meeting can be obtained from Hafslund ASA, att.: Ms Gunhild Nedal, telephone: , gunhild.nedal@hafslund.no. D. Shareholders have the right to be represented by a proxy. The proxy shall provide a written and dated power of attorney. Shareholders who wish to may grant power of attorney to the Chairman of the Board, Christian Brinch, or to the President and CEO, Rune Bjerke. Oslo, 30 March 2006 The Board of Directors of Hafslund ASA

3 The Nomination Committee s recommendations for the Ordinary General Meeting The Nomination Committee in Hafslund ASA comprises the following individuals: Even Wahr-Hansen, Chairman Tapio Kuula Kjell O. Viland In connection with the Ordinary General Meeting of Hafslund ASA, 3 May 2006, the Nomination Committee submits the following recommendations: Election of new members to the Board of Directors (cf. section 8) Two members of the Board of Directors stand for election, Christian Brinch and Solveig Ekeberg. Both of them have agreed to stand for re-election. The shareholders power of proposal has been announced on Hafslunds web-pages. Except from the company s majority owners, Oslo kommune and Fortum, no shareholders have expressed any opinions. Oslo kommune and Fortum supports re-election of Mr. Brinch and Ms. Ekeberg. The Nomination Committee states, on the basis of the Board of Directors self assessment and contact with the Chairman of the Board and with the President and CEO, that the Board of Directors represent a collegium that is well functioning and has developed extended knowledge and experience with regards to the company s activities. It is the Nomination Committee s impression that the Board of Directors strongly contribute to effective and decision oriented work among the Board members. The Nomination Committee further focuses on continuity in the work of the Board of Directors, however the committee is of the opinion that a gradual replacement of the board should take place. Taken into consideration the requirement for continuity, this will be ensured by a gradual reconditioning of the board, year by year. Based on the precise signals from the ones the Nomination Committe has been in contact with, the number of shareholder elected board members should be kept on today s level 5 members. A change in the Board of Directors representatives should therefore take place through replacement of a representative. Christian Brinch and Solveig Ekeberg have in conformity with the other shareholder elected board members acted since the Annual Meeting in The time may be considered approaching to commence a reconditioning of the Board of Directors. This is however, given the consideration of the Nomination Committee, notwithstanding synonymous with the requirement for a reconditioning of the Board. The Nomination Committee has stated that the company holds a competent and well functioning board panel, and that none of the minority shareholders have proposed requests for changes to the composition of the Board. Curriculum vitaes for the present and proposed board members of Hafslund ASA are enclosed.

4 Recommendation The Nomination Committee recommends that Christian Brinch and Solveig Ekeberg is re-elected as board members with period of function to the Ordinary General Meeting in Stipulation of remuneration to the members of the Board of Directors (cf. section 9) The instructions of the Nomination Committee s work declare that the remuneration to the Board of Directors shall reflect the Board s responsibility, competence, time consumption and the activity s complexity. The remuneration shall be comparable to other listed companies of equal size and complexity. The Annual General Meeting in 2004 decided upon a remuneration to ordinary Board members of NOK The Nomination Committee is of the opinion that this remuneration is in the upper end compared with other listed companies in which the public (state, counties or municipalities) is a significant owner. The Nomination Committee recommends an inflationary adjustment and an increase in the remuneration to NOK for The remuneration of the Vice Chairman of the Board is proposed adjusted from NOK to NOK for The Chairman of the Board has an important role as organizer and leader of the board meetings. The Chairman has in addition to this other important tasks; hereunder the relationship towards shareholders as well as consecutive contact with the President and CEO. The Ordinary General Meeting stipulated the Chairman s remuneration for 2004 to NOK The work load related to the role of the Chairman in 2005 is, in comparison with 2004, considered reduced. The Nomination Committee therefore proposes that the remuneration to the Chairman of the Board for 2005 to be stipulated to NOK Recommendation The Nomination Committee proposes the following remuneration: Chairman of the Board NOK Vice Chairman: NOK Board members: NOK March 2006 Even Wahr-Hansen Tapio Kuula Kjell O. Viland Chairman

5 Attachment to the Nomination Committee s recommendations The Board of Directors in Hafslund ASA Christian Brinch, Chairman Mr. Brinch runs his own business providing strategic and consulting services, and serves on corporate boards. Christian Brinch has served as President and CEO of the Helicopter Services Group ASA and Executive Vice President of ABB Norge. He is deputy board chairman of Prosafe ASA and NSB AS. He is also a board member of Kverneland ASA and Steen & Strøm ASA. Mr. Brinch is a past board chairman of Kongsberg Gruppen ASA and deputy board chairman of Telenor ASA. He received officers training at Norway s naval academy, and post-graduate education at the Harvard Business School. Stig Grimsgaard Andersen, Vice Chairman Mr. Grimsgaard Andersen is the managing partner of the private equity firm Holmen Industri ASA. Currently the board chairman of Aon Grieg Norway, he was previously the CEO of Aon in the Nordic region and the Baltics. Grimsgaard Andersen is a board member of Goodtech ASA, Bluewater ASA, and several non-listed companies. Mr. Grimsgaard Andersen holds an MBA in finance from the University of San Francisco. Ellen Christine Christiansen, Board member Ms. Christiansen is Akershus county director of Norway s social security services. Her work experience includes service as city commissioner in Oslo, as information manager of TV3 television, and as a member of Norway s parliament. Ms. Christiansen holds a cand.mag. degree from the University of Oslo. Solveig Ekeberg, Board member Ms. Ekeberg received her law degree from the University of Oslo. She has her own law practice, is counsel with the law firm Kindem & Co, and is admitted to practice before Norway s supreme court. Mikael Lilius, Board member Mr. Lilius is President and CEO of Fortum Oyj, Finland. Mr. Lilius has served as President and CEO of Gambro AB (Stockholm) and Incentive AB (Stockholm). Mikael Lilius is board chairman of Huhtamäki Oyj and Sanitec Oy, and board member of OAO Lenenergo (deputy chairman). Mr. Lilius holds a bachelors degree in Business Administration from the Swedish School of Economics and Business Administration in Helsinki, Finland. Kjersti Sørensen Nystad, Board member (Employee representative) Ms. Nystad is a HR-consultant at Hafslund Privat. She holds an MBA degree from the University of Prince Edward Island, Canada. Per Orfjell, Board member (Employee representative) Mr. Orfjell is a Hafslund ASA special advisor, who has worked as an electrical fitter with Oslo Lysverker, and as department head at Oslo Energi AS and Viken Energinett. He is a trained electrical fitter. Jan Torstensen, Board member (Employee representative) Mr. Torstensen, a trained electrical fitter, works as health, safety, and environment coordinator at Hafslund ASA.

6 Members of the Nomination Committee in Hafslund ASA Kjell O. Viland Mr. Viland is an ownership- and project director with the City of Oslo (Oslo kommune). Previously he has held positions herein as Group Controller, director of the Oslo public pension fund (Oslo kommunale pensjonskasse) and as County Health Officer. He holds a law degree from the University of Oslo. Christian Lund (new election) Mr. Lund is an attorney at the General Attorney s Office. Previously he was a partner in the law firm Bugge, Arentz-Hansen & Rasmussen (BA-HR) and a lawyer at the legal department in Norsk Hydro ASA. He holds a law degree (Cand. jur) from the University of Oslo. Hans Kristian Rød (new election) Mr. Rød is Fortum Oyj s Corporate representative in Norway. Prior to this he held positions as President to Fortum Corporation E&P Unit and President to Fortum Petroleum AS. He holds an MBA from the University of Wisconsin Madison, USA.