Summons for Ordinary General Meeting 2004 Monday 3 May 2004 at 4.00 pm Hafslund ASA, Drammensveien 144, staff restaurant (5th floor), Oslo, Norway

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1 Summons for Ordinary General Meeting 2004 Monday 3 May 2004 at 4.00 pm Hafslund ASA, Drammensveien 144, staff restaurant (5th floor), Oslo, Norway AGENDA: 1. Opening of the meeting and election of Chairman. 2. Registration of shareholders attending the meeting. 3. Approval of summons and agenda. 4. Election of two shareholders to sign the protocol together with the Chairman of the meeting. 5. Review of the annual report and accounts for Adoption on the annual report and accounts for a) Approval of the annual accounts and the annual report to Hafslund ASA and the Hafslund Group. b) Approval of the allocation of the profits and losses for the year-end 2003 in Hafslund ASA. 7. Proposal for authorization to the Board for trade of own shares. The Board proposes that equivalent authorization previously provided in the Ordinary General Meeting of 5 May 2003 for acquisition of own shares will be extended until the Ordinary General Meeting in 2005, as follows: The Board receives authorization according to the Public Limited Companies Act 9-4, compared with 9-2 and 9-3, on behalf of Hafslund AS to undertake trade of own B-shares. The highest nominal value of shares that can be obtained in accordance with the authorization is NOK 19,522,344, equivalent to 10 % 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 50 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 authorization is valid until the Ordinary General Meeting in Amendments of the Articles of Association The company has as of today a Nomination Committee that is not required by the company's Articles of Association, but resolved by the General Meeting year by year. The Board is of the opinion that the company should continue to have a Nomination Committee and that this Committee should be required by the company's Articles of Association. The Committee's tasks shall be to propose candidates for election to the Board and to stipulate the Board Members' remuneration. The Board's adjustments are in accordance with Norwegian recommendation (preliminarily) for the owner's management and corporate governance that has been prepared by a broadly composed working group and submitted on 11 December The Board proposes that the following new clause regarding the Nomination Committee be included in a new 8 of the Articles of Association. "The Nomination Committee 8 (new) The Nomination Committee consists of three members who shall be shareholders or representatives for shareholders The members are elected by the Ordinary General Meeting. The term of office for the Nomination Committee members is two years. The term of office for one or two of the Committee's members expires each year. The Nomination Committee elects its own Leader. In case of a tie vote, the Committee Leader has a casting vote. The Nomination Committee submits its recommendations to the General Meeting regarding the election of Board Members appointed by shareholders and the remuneration to the Board.

2 The Chairman of the Board and the President & CEO shall, without being entitled to vote, be summoned to at least one Nomination Committee Meeting before the Committee submits its final recommendations. The General Meeting shall adopt instructions for the Nomination Committee's work. The General Meeting stipulates the Nomination Committee's remuneration based on the Board's recommendation." 9. Stipulation of instructions for the Nomination Committee's work. 10. Election/Re-election of the Board Members. 11. Stipulation of the remuneration to the Board Members and the Deputy Board Members. 12. Election of the Nomination Committee. 13. Stipulation of the remuneration to the Nomination Committee Members. 14. Stipulation of the Auditor's remuneration. A. The annual accounts, annual report and the auditor's statement for 2003 are enclosed. B. The Board's recommendation regarding instructions for the Nomination Committee's work is enclosed. C. In accordance with 5 of the company's Articles of Association the B-class shares carry no voting rights at the General Meeting unless otherwise decided in the Public Limited Companies Act. D. A shareholder who wishes to attend the General Meeting must, in accordance with 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 home page, electronically via Investortjenester or by returning the enclosed form to: DnB NOR ASA, Verdipapirservice, att.: Ms. Grethe Nes, Stranden 21, 0021 Oslo, Norway, fax no: The registration for the General Meeting must be made within Wednesday 28 April 2004 at 4:00 pm. Further information regarding the General Meeting can be obtained from Hafslund ASA, att.: Ms. Gunhild Nedal, telephone: , gunhild.nedal@hafslund.no. E. Shareholders have the right to be presented by a proxy. The proxy shall provide a written and dated power of attorney. Shareholders who wish to do so may grant power of attorney to the Chairman of the Board, Mr. Christian Brinch, or to the President & CEO, Mr. Rune Bjerke. Oslo, 24 March 2004 The Board of Directors of Hafslund ASA

3 Proposal of Instructions for the Nomination Committee in Hafslund ASA Ordinary General Meeting 3 May General Hafslund ASA shall in accordance with 8 of the company's by-laws have a Nomination Committee. The General Meeting shall adopt instructions for the Nomination Committee's work. 2 Composition and term of office The Nomination Committee shall consist of three members who are shareholders or who represent shareholders. The Ordinary General Meeting appoints the members. The Nomination Committee elects its own Leader. The term of office for the Nomination Committee members is two years. The term of office for one or two of the Committee's members expires each year. 3 Tasks The Nomination Committee 's job is to submit its recommendations to the General Meeting regarding the selection of Board Members appointed by shareholders and the remuneration of the Board. The Nomination Committee shall, before submitting its recommendations, assess the Board's activities, competence and composition. This evaluation shall be based on the Board's own Evaluation Report. The Nomination Committee shall, before submitting its recommendations, consult the Chairman of the Board, the President & CEO and the representatives for the company's principal shareholders. A shareholder who directly or indirectly owns 10 % or more of the company's shares or votes is considered a principal shareholder. The Nomination Committee shall, when submitting its recommendations, among other factors, emphasize the following: - The Board should be composed coherently with an evaluation of the company's need for competence, capacity and balanced decision processes. - The Board should be composed in a way reflecting the broad representation of the company's shareholders. - The Board should be composed so that it can act independently and without any preferences. - The Board should have a sensible composition with regard to the distribution of gender and age. It is a goal that the share of women's representation shall correspond approximately 40 % within The Board should be composed in such a way that it functions well in the role as collegial organ. - At least 50 % of the Board Members elected by the shareholders should be independent of the company's day-to-day management and principal professional partners and relations. - At least two of the Board Members elected by the shareholders should be independent of the company's principal shareholder(s). A shareholder who directly or indirectly owns 10 % or more of the company's shares or votes is considered a principal shareholder. The Nomination Committee's recommendations to the General Meeting regarding the stipulation of the Boards remuneration shall reflect the Board's responsibility, competence, time consumption and the activity's complexity.

4 The remuneration shall be compared to other listed companies equivalent with regards to size and complexity. The Board's remuneration shall not be based on results. 4 Transacting the Nomination Committee's recommendations The Nomination Committee's recommendations shall be available and communicated to the shareholders contemporarily with the summons for the Ordinary General Meeting, at the latest. A copy of the recommendations shall be forwarded to the Chairman of the Board and to the President & CEO. The Nomination Committee's Leader, or another member in the Leader's absence, shall present the Nomination Committee's recommendations on the General Meeting. The recommendations, signed by the Nomination Committee's members, shall be enclosed to the General Meeting's Protocol. 5 Form of procedure The Nomination Committee forms a quorum when the Committee's Leader and at least one Committee Member are present. Any resolution passed by the Nomination Committee is subject to the majority vote of the participants. In case of a tie vote, the Committee Leader has a casting vote. Nomination Committee Meetings take place after a summons has been sent to the Committee Leader or when two or more of the Committee Members, Chairman of the Board or the President & CEO so require. The Chairman of the Board and the President & CEO shall, without being entitled to vote, be summoned to at least one Nomination Committee Meeting before the Committee submits its recommendations. A protocol signed by the participating Committee Members shall be kept from each of the Nomination Committee Meetings. The Nomination Committee's Leader shall keep the Protocols. The Chairman of the Board and the President & CEO may require an inspection of these Protocols. The Nomination Committee shall prior to its meetings be presented with updated shareholder registers. The Nomination Committee can request the President & CEO to gather more detailed information regarding certain persons involved in the Committee's evaluation processes. The Nomination Committee can also undertake its own investigations regarding the persons who are under evaluation. 6 Remuneration The General Meeting in accordance with the Board's recommendation shall stipulate the Nomination Committee's remuneration. Some of the factors to be taken into consideration are the work's character, the members' competence and the time consumption related to this work. 7 Amendments The General Meeting on proposal by the Board or the Nomination Committee itself shall stipulate amendments in these instructions.

5 The Nomination Committee's proposal to the Ordinary General Meeting Hafslund ASA 3 May 2004 Item 10. Election/Re-election of the Board Members At the Ordinary General Meeting of 5 May 2003 six Board Members were elected by the shareholders. Mr. Christian Brinch, Ms. Solveig Ekeberg and Mr. Odd Øygarden were elected as Board Members until the Ordinary General Meeting Ms. Ellen Christine Christiansen, Mr. Stig Grimsgaard Andersen and Mr. Jarle Sandvik were elected as Board Members until the Ordinary General Meeting At the constitution of the Board Mr. Christian Brinch was elected Chairman and Mr. Jarle Sandvik was elected as Vice Chairman. At the Extraordinary General Meeting of 15 October 2003 it was decided to increase the number of shareholder-elected Board Members to seven. Mr. Mikael Lilius was elected as a Board Member until the Ordinary General Meeting The Nomination Committee proposes that the General Meeting pass the following resolution: "The number of shareholder-elected Board Members shall be reduced from seven to five Board Members. Mr. Christian Brinch and Ms. Solveig Ekeberg shall be elected as Board Members for the period until the Ordinary General Meeting Ms. Ellen Christine Christiansen, Mr. Stig Grimsgaard Andersen and Mr. Mikael Lilius shall continue as Board Members until the Ordinary General Meeting 2005." In accordance the employee representatives will reduce their representation from four to three members with effect from 3 May The employee representatives on the Board will subsequently be Ms. Kjersti S. Nystad, Mr. Per Orfjell and Mr. Jan Torstensen. Item 11. Stipulation of the remuneration to the Board Members and the Deputy Board Members The Nomination Committee proposes that the General Meeting pass the following resolution: "For the period from the Ordinary General Meeting 2003 until the Ordinary General Meeting 2004 the Board Members' remuneration will be as follows: Chairman: NOK Vice Chairman: NOK Board Members: NOK The Board's deputy Members: NOK per meeting This remuneration concerns both the shareholder-elected and the employee representatives who have participated in the Board's work. Allowances connected to travel and accommodation will be covered as incurred." Item 12. Election of the Nomination Committee The Nomination Committee proposes that the General Meeting pass the following resolution: "The Nomination Committee consists of three members.

6 Mr. Tapio Kuula, Mr. Kjell O. Viland and Mr. Even Wahr-Hansen shall be elected as members of the Nomination Committee. The Nomination Committee elects its own Leader." Item 13. Stipulation of the remuneration to the Nomination Committee Members The Nomination Committee proposes that the remuneration to the Nomination Committee be continued and that the General Meeting pass the following resolution: "The remuneration of the Nomination Committee shall be NOK 3,500 per person per meeting. In addition to this the Chairman of the Nomination Committee shall receive remuneration as per invoice based on hourly earnings for assistance not covered by the fixed remuneration. The Chairman of the Board shall approve these invoices." Oslo, 13 April 2004 Mr. Christen Furuholmen Mr. Tapio Kuula Mr. Kjell O. Viland Chairman sign. sign. sign.