Akastor — AGM Information 2015

Mar 17, 2015

Proposal from the nomination committee of Akastor ASA to the annual general meeting of Akastor ASA to be held April 8, 2015

The nomination committee of Akastor ASA comprises Leif-Arne Langøy (Chairman), Gerhard Heiberg, Trond Brandsrud and Mette I. Wikborg.

The nomination committee has held seven meetings since the 2014 annual general meeting. The committee has, among other things, been presented a review of the board's performance for 2014 and undertaken interviews with board members, and the committee has also received feedback from individual shareholders concerning the composition of the board.

In connection with the annual general meeting of Akastor ASA to be held April 8, 2015, the nomination committee submits the following unanimous proposal:

1. Appointment of members to the board of directors

The board has five shareholder-elected members. None of them are up for election at this year's annual general meeting, and the committee does not propose any changes to the board composition.

All board members other than Øyvind Eriksen (chairman) and Kjell Inge Røkke are deemed independent from the company's direct main shareholder, Aker Kværner Holding AS, and its indirect main shareholder Aker ASA.

2. Election of members to the nomination committee

The nomination committee has four members. Leif-Arne Langøy and Mette I. Wikborg are up for election at this year's annual general meeting.

The committee proposes that Leif-Arne Langøy is re-elected as Chairman for a two-year term. Further, the nomination committee proposes that Georg Fredrik Lahelle Rabl replaces Mette I. Wikborg as a member of the nomination committee for a two-year term.

Georg Rabl is 39 years of age, a Norwegian citizen and is a director in the Ownership Department in the Ministry of Trade, Industry and Fisheries. Rabl holds a PhD in economics from the Norwegian School of Economics.

In addition, the nomination committee proposes that Arild S. Frick replaces Trond Brandsrud as a member of the nomination committee for a two-year term.

Arild S. Frick is 35 years of age, a Norwegian citizen and holds a Cand. Jur. (Master of Law equivalent) degree from the University of Oslo (2005). Frick has held the position as General Counsel of Aker ASA since September 2014. He has a background as attorney in BA-HR lawfirm (2006-2009), management consultant in McKinsey & Company (2009-2010) and as attorney in Aker Solutions (2010-2014).

3. Proposed fees for the board of directors

Due to the market conditions, the nomination committee proposes that board remuneration remains on the same levels as last year. The company was split in two from September 29, 2014. The nomination committee proposes the following fees for the board members for the period from the 2014 annual general meeting until the 2015 annual general meeting:

Period: From 2014 AGM until the split September 29	Proposal (NOK)	Change from last year
Executive Chairman until June 30 (3 months)	1 500 000	0 %
Chairman from July 1 (3 months)	150 000	Minus 90 %*
Deputy Chairman (6 months)	220 000	0 %
Board members (6 months)	170 000	0 %
Chairperson of audit committee (6 months)	77 500	0 %
Member of audit committee (6 months)	42 500	0 %
Chairperson of risk committee (6 months)	52 500	0 %
Member of the risk committee (6 months)	30 000	0 %

Period: After the split September 30, until 2015 AGM	Proposal (NOK)	Change from last year
Chairman (6 months)	300 000	Minus 90 %*
Deputy Chairman (6 months)	220 000	0 %
Board members (6 months)	170 000	0 %
Chairperson of audit committee (6 months)	102 500	Plus 32 %**
Member of audit committee (6 months)	57 500	Plus 35 %**

*NOTE: The fee proposed for the executive chairman for the period until June 30, 2014 is unchanged since last year and is intended to reflect the fact that the chairman temporarily held the position as executive chairman (in Norwegian: "arbeidende styreleder"). This proposal is based on that the executive chairman role was a temporary solution until a CEO was in place. From 1 July, a new CEO was in place and the fee for the chairman for the period after June 30, 2014 is thus based on a regular fee (NOK 600 000 on an annual basis).

**NOTE: The board risk committee was discontinued as of the split on September 29, 2014 and the risk committee's responsibilities were included in the mandate for the audit committee. The increase in the fees for chairperson and other members of the audit committee from September 29 is thus based on the more extensive responsibility and tasks for the audit committee following from the split. For the period after the split, the fees to the audit committee are nevertheless reduced with 21%.

Furthermore, it is proposed that directors and deputy directors residing outside of the Nordic countries, with a significant travel burden, receive an additional fee of NOK 12 500 per meeting with physical presence.

In addition, it is proposed that board member Sarah Ryan receives a statutory superannuation pension payment according to Australian law of 9 % of her board remuneration.

As per normal practise of Aker companies; senior executives are not personally permitted to receive directors' fees from other companies within Aker. The directors' fees are in such cases paid directly to the company of which the relevant board member is an employee. Consequently, the directors' fees accruing to Øyvind Eriksen will be paid to Aker ASA. The directors' fees accruing to board member Kjell Inge Røkke will be paid to The Resource Group TRG AS.

4. Proposed fees for the nomination committee

Fees for chairman and members of the nomination committee are proposed to remain unchanged at NOK 35 000 per member.

As per normal practise of Aker companies referred to above, the nomination committee fees to senior executives from other companies within Aker are paid directly to the company of which the relevant committee member is an employee. Consequently, the fees accruing to Trond Brandsrud will be paid to Aker ASA.

Oslo, March 17, 2015

On behalf of the nomination committee of Akastor ASA

Leif-Arne Langøy Chairman of the nomination committee