Monberg & Thorsen A/S : Complete Resolutions proposed by the Board of Directors

COMPLETE RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS

Annual General Meeting of Monberg & Thorsen A/S on 6 April 2017

1. Re item 2 of the agenda

   The Board of Directors proposes that the Company's audited annual report for the latest financial year be adopted.

2. Re item 3 of the agenda

   The Board of Directors proposes that a dividend of DKK 30 per DKK 20 share be paid for the 2016 financial year.

3. Re item 4 of the agenda

   The Board of Directors proposes the adoption of the following amendments to the Company's Articles of Association:

4. It is proposed that the authority to increase the share capital in the current Article 5 of the Articles of Association be deleted. Relevant references in the Company's Arti- cles of Association will be corrected as necessary as a consequence of this resolution. Accordingly, the current Articles 6-21 of the Articles of Association will become Arti- cles 5-20.

5. It is proposed that the Company's B shares be changed from bearer shares to registered shares. As a consequence, it is proposed that Article 6(a), third sentence (previously Article 7(a), third sentence) be amended to read as follows:

   'B' shares shall be registered shares and shall be registered in the name of the holder in the Company's Register of Shareholders, which shall be kept by VP In- vestor Services A/S.

6. As a pro forma amendment it is proposed that Article 5(a) (previously Article 6(a)) be amended so that "NASDAQ OMX Copenhagen A/S" becomes "NASDAQ Copenhagen A/S".

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7. Re item 5 of the agenda

   All members of the Board of Directors are up for re-election. The Board of Directors pro- poses that Christine Thorsen and Henriette Holmgreen Thorsen be re-elected and that Anders Heine Jensen be elected as new member.

   The backgrounds of the proposed candidates for the Board of Directors are as follows: Christine Thorsen, born 28 April 1958, was elected to the Board of Directors of Monberg

   & Thorsen A/S in 2008 and to the Board of Directors of MT Højgaard A/S in 2016.

   Christine Thorsen has been running her own company, Dynamic Approach ApS, since 2007. Christine Thorsen is Chairman of the Boards of Ejnar og Meta Thorsens Fond and ANT-Fonden. Christine Thorsen trained as a technical assistant, holds a Master's degree in Management of Technology and is an organisational psychologist/executive coach.

   Her special expertise is in management development, change management, cost optimi- sation and experience from the contracting industry.

   Henriette Holmgreen Thorsen, born 21 May 1970, was elected to the Board of Directors of Monberg & Thorsen A/S in 2010. Henriette Holmgreen Thorsen has been a Managing Director in the French listed company Marie Brizard Wine & Spirits since 2006. She is currently Director of MBWS Asia. Henriette Holmgreen Thorsen holds an MSc in International Business. Her special expertise is in management, strategy and sales and marketing. Henriette Holmgreen Thorsen has experience from large Danish and international branded goods companies.

   Anders Heine Jensen, born 9 May 1964, is expected to be elected to the Board of Direc- tors of Monberg & Thorsen A/S in 2017. Anders Heine Jensen has been CEO of Burmeis- ter & Wain Scandinavian Contractor A/S (BWSC) since 2011 and was previously em- ployed with DONG Energy and A.P. Møller-Mærsk. Anders Heine Jensen is a member of the Boards of Directors of Haldor Topsøe A/S and DI Energy and a member of the Inter- national Market Committee of the Confederation of Danish Industry (DI). Anders Heine Jensen holds an MSc in Mechanical Engineering from DTU and an HD in International Business from CBS. His special expertise is in infrastructure projects, management, strategy and project finance as well as solid experience from energy and contracting companies.

   In compliance with 'Recommendations on Corporate Governance', Monberg & Thorsen A/S wishes to disclose about the composition and organisation of its supreme governing body that Christine Thorsen is also member of the Board of Directors of Ejnar og Meta Thorsens Fond.

8. Re item 6 of the agenda

   The Board of Directors proposes that Ernst & Young Godkendt Revisionspartnerselskab be re-appointed as recommended by the Audit Committee. The Audit Committee has not been influenced by any third parties and has not been subject to any agreements with third parties restricting the appointment by the shareholders in general meeting to specific auditors or audit firms.

9. Authorisation to the chairman of the meeting

It is proposed that the chairman of the meeting or any person to whom he delegates this power be authorised to notify the resolutions passed at the Annual General Meeting for registration with the Danish Business Authority and to effect any such changes and additions to the resolutions passed by the shareholders in general meeting as may be required by the Danish Business Authority in connection with the registration of the adopted resolutions.

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Adoption of the proposed resolutions under item 4 (a, b and c) of the agenda is dependent on two thirds of the entire share capital being represented at the general meeting, and two thirds of the votes cast and of the voting share capital represented at the general meeting voting in favour of the proposed resolution.

According to Article 12(b) of the Articles of Association, the other proposed resolutions on the agenda may be adopted by simple majority of the votes cast.

Copenhagen, 6 April 2017

On behalf of the Board of Directors:

Niels Lykke Graugaard