Akastor — AGM Information 2010

Apr 8, 2010

OFFICE TRANSLATION

MINUTES OF THE 2010 ANNUAL GENERAL MEETING OF AKER SOLUTIONS ASA

The annual general meeting of Aker Solutions ASA was held on Thursday, 8 April 2010 at the Felix conference center at Aker Brygge in Oslo, Norway.

1. CONSTITUTION OF THE MEETING

The general meeting was opened and chaired by Øyvind Eriksen, Chairman of the Board.

No objections were raised as to the meeting notification and thus the general meeting was declared lawfully constituted.

The register of shareholders present showed that 162,502,302 of the company's total of 274,000,000 shares were represented. Accordingly, some 60.38 % of the total share capital was represented at the annual general meeting. The register of shareholders present is enclosed with these minutes as Enclosure 1.

Asle Aarbakke was elected to co-sign the minutes along with the meeting chair. The resolution was endorsed by 94.51 % of cast votes. In total, 162,502,302 votes were cast, of which 153,586,911 voted for and 8,915,391 gave a blank vote.

2. PRESENTATION OF BUSINESS ACTIVITIES

President & CEO Simen Lieungh presented the Group's business activities and general position and presented key 2009 accounting figures for both the parent company Aker Solutions ASA and for the Group.

3. APPROVAL OF THE 2009 ANNUAL ACCOUNTS FOR AKER SOLUTIONS ASA AND THE GROUP AS WELL AS THE ANNUAL REPORT. THE BOARD PROPOSES PAYMENT OF A NOK 2.60 PER-SHARE DIVIDEND FOR THE 2009 ACCOUNTING YEAR

The meeting chair presented the Board's proposal. The general meeting then made the following resolution:

"The general meeting resolved to approve the annual accounts for 2009 for Aker Solutions ASA, the group consolidated accounts and the annual report, including the proposal from the Board of Directors for distribution of dividend for 2009 of NOK 2.60 per share."

The resolution was endorsed by 99.99 % of cast votes. In total, 162,502,302 votes were cast, of which 162,485,302 voted for and 17,000 voted against.

The dividend is paid to shareholders in the company as of close of 8 April 2010, meaning that the shares are listed ex-dividend on 9 April 2010. The dividend will be paid out on or around 22 April 2010.

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OFFICE TRANSLATION

4. THE BOARD'S STATEMENT ON GUIDELINES REGARDING SALARY AND OTHER REMUNERATION TO KEY COMPANY PERSONNEL

The Board Chairman referred to the Board's guidelines statement, which is included in Note 9 to the Group accounts, on page 46 of [the Norwegian] annual report. The general meeting then adopted the following resolution:

"The general meeting resolved to endorse the Board of Directors' statement included in note 9 to the consolidated accounts on page 46 of [the Norwegian] annual report, and to approve the remuneration proposed by the Board of Directors related to the development of the share price."

The resolution was endorsed by 99.74 % of cast votes. In total, 162,502,302 votes were cast, of which 162,085,889 voted for and 416,413 gave a blank vote.

5. DETERMINATION OF REMUNERATION TO MEMBERS OF THE BOARD OF DIRECTORS FOR 2009

The nomination committee has proposed the payment of a total remuneration for members of the Board of Directors for the period 2009-2010 of NOK 2 725 000. Of this amount, NOK 400 000 is to be paid to the Board Chairman and NOK 250 000 to each of the other Board Members. Further, the nomination committee has proposed that members of Board's remuneration committee receive remuneration of NOK 25 000, which is additional to their regular Board remuneration.

The annual general meeting was informed that the remuneration payable to Board Chairman Øyvind Eriksen and Board Member Kjell Inge Røkke will be paid to their employers, Aker ASA and TRG AS respectively.

The general meeting raised no objections to the proposed remuneration of Board Members and members of the Board's remuneration committee for the period 2009-2010 and the proposal was adopted in accordance with the nomination committee's proposal. The resolution was endorsed by 99.81 % of cast votes. In total, 162,502,302 votes were cast, of which 162,195,889 voted for and 306,413 gave a blank vote.

6. DETERMINATION OF REMUNERATION FOR NOMINATION COMMITTEE MEMBERS FOR 2009

It has been proposed to the general meeting to provide a NOK 30 000 remuneration to each nomination committee member. The general meeting raised no objections as to the remuneration to nomination committee members for the period 2009-2010. Said remuneration was approved in accordance with the proposal. The resolution was endorsed by 99.79 % of cast votes. In total, 162,502,302 votes were cast, of which 162,163,889 voted for, 32,000 voted against and 306,413 gave a blank vote.

7. APPROVAL OF AUDITORS' FEES FOR 2009

The Chairman presented the auditors' fees for 2009. The general meeting raised no objections to the auditors' fees for 2009 and the following resolution was approved:

"The general meeting resolved to approve the auditor's fees for 2009 of NOK 37 mill for the audit of Aker Solutions ASA and the group of which NOK 4 million is for ordinary auditing for Aker Solutions ASA. In addition the group paid NOK 3 million to KPMG for other attestation services, NOK 9 million for tax advice services and NOK 3 million to non-audit services."

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OFFICE TRANSLATION

The resolution was endorsed by 99,33 % of cast votes. In total, 162,502,302 votes were cast, of which 161,408,817 voted for, 770,072 voted against and 323,413 gave a blank vote.

8. ELECTION OF NOMINATION COMMITTEE MEMBERS

The general meeting re-elected Gerhard Heiberg as member to the nomination committee for a two-year term. The resolution was endorsed by 97,48 % of cast votes. In total, 162,502,302 votes were cast, of which 158,410,541 voted for, 525,182 voted against and 3,566,579 gave a blank vote.

The nomination committee in Aker Solutions ASA has the following members following this election:

Leif-Arne Langøy, Chairman

Kjeld Rimberg

Mette Wikborg

Gerhard Heiberg

9. CHANGES IN THE ARTICLES OF ASSOCIATION WITH REGARDS TO DEADLINE FOR NOTICE OF THE GENERAL MEETING AND DISPATCH OF DOCUMENTS TO THE SHAREHOLDERS PRIOR TO THE GENERAL MEETING

The Board Chairman presented the Board's proposal. The general meeting adopted the following resolution:

"The articles of association § 9 is changed to read:

"§ 9

General Meetings shall be notified in such a form and within such a deadline that they, as a minimum, comply with the current legislation and/or regulations. The company may in the notice determine a deadline for registration of participation which shall not be shorter than five (5) days prior to the General Meeting. When documents relating to matters which shall be considered in the General Meeting have been made available to the shareholders on the company's internet pages, legislative requirements that documents must be sent to the shareholders in printed form shall not apply. This is applicable also to such documents which, according to legislation, must be included in or attached to the notice of the General Meeting. Notwithstanding, a shareholder may demand to receive in printed form documents related to matters which are to be considered in the General Meeting. The Chairman of the Board of Directors or his appointee shall preside at the General Meeting. The Annual General Meeting shall consider, and decide on, the following matters:

a) Approval of the annual accounts and the annual report, including distribution of dividend.

b) Other matters which, by law or under the Articles of Association, are the business of the General Meeting.

The General Meeting may be held in Oslo."

The resolution was endorsed by 99.74 % of cast votes. In total, 162,502,302 votes were cast, of which 162,076,902 voted for and 425,400 voted against.

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OFFICE TRANSLATION

10. POWER OF ATTORNEY TO THE BOARD OF DIRECTORS TO PURCHASE OWN SHARES

The Board Chairman presented the Board's proposal. The general meeting adopted the following authorization for the Board to acquire company shares:

a) The Board of Directors is granted a power of attorney to purchase own shares with an aggregate nominal value of up to NOK 54 800 000. The power of attorney also includes an agreed pledge of own shares.
b) The highest price that can be paid for the shares shall be NOK 300 and the lowest price that can be paid for the shares shall be NOK 1. Other than this, the Board of Directors shall use its own discretion with respect to how the purchase and sale of own shares are carried out. The power of attorney can also be used in circumstances mentioned in the securities trading act § 6-17.
c) The power of attorney is valid until the Annual General Meeting in 2011, but no later than 30 June 2011.

The resolution was endorsed by 80,79 % of cast votes. In total, 162,502,302 votes were cast, of which 131,291,621 voted for, 30,478,868 voted against and 731,813 gave a blank vote.

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As there was no further business, the annual general meeting was concluded.

Oslo, 8 April 2010

Øyvind Eriksen
(sign.)

Asle Aarbakke
(sign.)