Monberg & Thorsen A/S : Agenda Annual General Meeting on 6th April 2017

1.

The Board of Directors' report on the Company's activities in the past year.

2.

Presentation of the audited annual report for approval.

3.

Proposed appropriation of the profit or covering of the loss according to the approved annual report.

4.

Proposal by the Board of Directors:

a) Deletion of the authority to increase the share capital in Article 5 of the Articles of Association:

It is proposed that the authority in Article 5 of the Articles of Association be deleted as it expired on 27 April 2015 and the Board of Directors does not wish to renew it. Relevant references in the Company's Articles 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 Articles 5-20.

b) Change of bearer shares to registered shares:

It is proposed that the Company's B shares be changed from bearer shares to registered shares as a consequence of an amendment to the Danish Companies Act in 2015. Since 1 July 2015 it has not been possible to issue new bearer shares. For that reason it will not be possible to issue new B shares in future unless the B shares are changed to registered shares. This proposal entails an amendment to Article 6(a), third sentence, of the Articles of Association (previously Article 7(a), third sentence).

c) Other pro forma updates:

The following pro forma amendment to the Articles of Association is proposed. The amendment consists of the correction of a name in Article 6(a) of the Articles of Association, so that "Nasdaq OMX Copenhagen A/S" becomes "Nasdaq Copenhagen A/S". The proposal entails an amendment to Article 5(a) (previously Article 6(a)).

5.

Election of members to the Board of Directors.

All members of the Board of Directors are up for re-election. It is proposed 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 optimisation 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 Directors of Monberg & Thorsen A/S in 2017. Anders Heine Jensen has been CEO of Burmeister & Wain Scandinavian Contractor A/S (BWSC) since 2011 and was previously employed 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 International 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 and he has 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.

6.

Appointment of auditors

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.

7.

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.

Special adoption requirements

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.

Agenda, etc.

The following documents will be available for inspection by shareholders at the Company's office and will be available on the Company's website www.monthor.com on and after 9 March 2017 at the latest:

(i)

notice of meeting;

(ii)

the total number of shares and voting rights at the date of the notice of meeting, including the total number for each share class;

(iii)

the documents to be presented at the general meeting, including the audited annual report;

(iv)

the agenda and the complete resolutions to be proposed; and

(v)

the forms to be used for voting by proxy and by letter.

The documents will at the same time be sent to any registered shareholders who have requested this.

Admission cards, proxies and postal voting

Admission cards and ballot papers for the general meeting can be requested at www.uk.vp.dk/agm or

by returning the enclosed order form in the enclosed envelope, so that it is received by VP Investor Services A/S, Weidekampsgade 14, 2300 Copenhagen S, Denmark, by 4 April 2017. Admission cards and ballot papers may also be requested at monthor@monthor.com or collected from the Company's office at Ringager 4C, DK-2605 Brøndby up to and including 4 April 2017.

Shareholders who prove their title to shares by means of a transcript of their share portfolio from VP Securities A/S may also request admission cards. Shareholders who are not registered but prove their title by means of a transcript of their share portfolio from VP Securities or their custodian bank may also request admission cards. The date on any transcripts must be the registration date of 30 March 2017.

Admission cards that have been requested will be posted ahead of the general meeting to the address stated or registered in the Company's Register of Shareholders at the registration date.

If you are prevented from attending the general meeting, you can elect to electronically appoint the Board of Directors or a third party as your proxy at www.uk.vp.dk/agm by 4 April 2017. You can also use the enclosed form of proxy, which must be completed, signed and returned in the prepaid envelope so that it is received by VP Investor Services A/S at the address stated above by 4 April 2017. For shareholders whose shares are not registered, the form of proxy must be accompanied by a transcript of the shareholder's share portfolio from VP Securities or the custodian bank at the registration date of 30 March 2017.