Akastor — AGM Information 2015

Mar 17, 2015

Annual general meeting of Akastor ASA 8 April, 2015

Proposed resolutions for the general meeting

Item 5 Approval of the 2014 annual accounts of Akastor ASA, the group's consolidated accounts and the board of directors' report

The annual report, which consists of the annual accounts, the board of directors' report and the auditor's report for 2014 is available on the company's website. The board does not propose to the annual general meeting that any dividend is distributed.

The board of directors proposes that the general meeting passes the following resolution:

«The general meeting approves the annual accounts for 2014 for Akastor ASA, the group's consolidated accounts and the board of directors' report.»

Item 7 Advisory vote on the board of directors' declaration regarding stipulation of salary and other remuneration to the executive management

In accordance with section 6-16a of the Norwegian Public Limited Liability Companies Act, the board of directors has prepared a statement on the determination of salary and other remuneration to the executive employees of the company. The statement is available at the company's website www.akastor.com.

The general meeting's approval of the guidelines is of an advisory nature to the board of directors. However, the approval of the guidelines regarding remuneration in the form of shares, subscription rights, options, and other forms of remuneration linked to shares or the development of the share price in the company or in other companies within the group, are binding for the board of directors, cf. the Public Limited Liability Companies Act section 5-6, subsection 3, third sentence, cf. section 6-16a, subsection 2, fourth sentence.

The advisory and binding guidelines are subject to separate votes.

The Board of Directors proposes that the general meeting passes the following resolution with regard to the advisory guidelines:

«The general meeting endorses the advisory guidelines in the declaration from the board of directors pursuant to the Public Limited Liability Companies Act section 6-16a.»

Item 8 Binding vote regarding share based remuneration in shares to executive management

Reference is made to item 7.

The advisory and binding guidelines are subject to separate votes.

The board of directors proposes that the general meeting passes the following resolution with respect to the binding guidelines:

«The general meeting approves the binding guidelines in the declaration from the board of directors pursuant to the Public Limited Liability Companies Act section 6-16a.»

Item 9 Stipulation of remuneration to the members of the board of directors and the audit committee

The recommendation of the nomination committee will be made available at the company's website.

The nomination committee proposes that the general meeting passes the following resolution:

«In accordance with the proposal from the nomination committee, the remuneration rates for the period from the annual general meeting 2014 until the annual general meeting 2015 shall be as follows:

• NOK 1 500 000 to the chairman of the board for the period from the annual general meeting 2014 until 30 June 2015
• NOK 450 000 to the chairman of the board from 1 July 2014 until the annual general meeting 2015
• NOK 440 000 to the deputy chairman of the board
• NOK 340 000 to each of the other directors
• NOK 77 500 in addition to the chairperson of the audit committee from the annual general meeting 2014 until 29 September 2014
• Copyright © Akastor 2015 • NOK 42 500 in addition to the each of the other members of the audit

committee from the annual general meeting 2014 until 29 September 2014

• NOK 102 500 in addition to the chairperson of the audit committee from 30 September 2015 until the annual general meeting 2015
• NOK 57 500 in addition to the each of the other members of the audit committee from 30 September 2015 until the annual general meeting 2015
• NOK 52 500 in addition to the chairperson of the risk committee from the annual general meeting 2014 until 29 September 2014
• NOK 30 000 in addition to each of the other members of the risk committee from the annual general meeting 2014 until 29 September 2014
• NOK 12 500 as an additional fixed fee to any board or deputy board member residing outside of the Nordic region per each board meeting with physical attendance
• An additional statutory superannuation payment according to Australian law to the board member Sarah Elisabeth Ryan of 9 percent of her ordinary remuneration.»

Item 10 Stipulation of remuneration to the members of the nomination committee

The recommendation of the nomination committee will be made available at the company's website.

The nomination committee proposes that the general meeting passes the following resolution:

«In accordance with the proposal from the nomination committee, the remuneration rates for the period from the annual general meeting 2014 until the annual general meeting 2015 shall be as follows:

• NOK 35 000 for each member of the nomination committee»

Item 11 Approval of remuneration to the auditor for 2014

The board of directors proposes that the general meeting passes the following resolution:

«The general meeting resolves to approve the auditor's fee of NOK 16 million for the audit of Akastor ASA and the Akastor group, of which NOK 4 million relates to Akastor ASA for 2014. In addition, the Akastor group has paid fees to KPMG for other assurance services of NOK 19 million, fees for tax advice of NOK 1 million and fees for services other than audit of NOK 2 million.»

Item 12 Election of members to the nomination committee

The recommendation of the nomination committee will be made available at the company's web site. The nomination committee proposes that the general meeting passes the following resolution:

«In accordance with the proposal from the nomination committee, Leif-Arne Langøy is re-elected as chairman of the nomination committee until the annual general meeting of 2017. Mette Wikborg and Trond Brandsrud resign from the committee and are replaced by Georg F.L. Rabl and Arild S. Frick. Both are elected for a 2-year term.»

Item 13 Authorization to the board of directors to purchase treasury shares in connection with acquisitions, mergers, demergers or other transactions

The board of directors proposes that the general meeting grant the board of directors power of attorney to acquire own shares in the company as deemed appropriate by the board of directors and in accordance with the provisions of the Norwegian Public Limited Liability Company Act. The purpose of the power of attorney is to give the board of directors flexibility and alternative courses of action, for instance in connection with acquisitions where the consideration consists of shares in the company.

The board of directors proposes that the general meeting passes the following resolution:

(a) «The Board is authorised to acquire own shares in the company up to 10% of the share capital (with an aggregate nominal value of NOK 16 220 800). The power of attorney also provides for agreements regarding pledges over its own shares.

• (b) The highest and lowest purchase price for each share shall be NOK 100 and NOK 1, respectively. The power of attorney may only be used for the purpose of utilising the company's shares as transaction currency in acquisitions, mergers, de mergers or other transactions. The board is otherwise free to decide the method of acquisition and disposal of the company's shares. The power of attorney can also be used in situations referred to in section 6-17 of the Securities Trading Act.
• (c) The power of attorney is valid until the annual general meeting in 2016, however not after June 30, 2016.»

Item 14 Authorization to the board of directors to purchase treasury shares in connection with the share purchase and remuneration programs for employees and board members

The board of directors proposes that the general meeting grant the board of directors power of attorney to acquire own shares in the company as deemed appropriate by the board of directors and in accordance with the provisions of the Norwegian Public Limited Liability Company Act. The power of attorney may only be used for the purpose of sale and/or transfer to employees or board members in the company as part of share purchase and remuneration programs.

The board of directors proposes that the general meeting passes the following resolution:

• (a) «The Board is authorised to acquire own shares in the company up to 10% of the share capital (with an aggregate nominal value of NOK 16 220 800). The power of attorney also provides for agreements regarding pledges over its own shares.
• (b) The highest and lowest purchase price for each share shall be NOK 100 and NOK 1, respectively. The power of attorney may only be used for the purpose of sale and/or transfer to employees or board members as part of the company's share purchase programs, as approved by the board of directors. The board is otherwise free to decide the method of acquisition and disposal of the company's shares. The power of attorney can also be used in situations referred to in section 6-17 of the Securities Trading Act.
• (c) The power of attorney is valid until the annual general meeting in 2016, however not after June 30, 2016.»

Item 15 Authorization to the board of directors to purchase treasury shares for the purpose of subsequent deletion of shares

The board of directors proposes that the general meeting grant the board of directors power of attorney to acquire own shares in the company as deemed appropriate by the board of directors and in accordance with the provisions of the Norwegian Public Limited Liability Company Act. The power of attorney may only be used for the purpose of subsequent deletion of such shares.

The board of directors proposes that the general meeting passes the following resolution:

• (a) «The Board is authorised to acquire own shares in the company up to 20% of the share capital (with an aggregate nominal value of NOK 32 441 600).
• (b) The highest and lowest purchase price for each share shall be NOK 100 and NOK 1, respectively. The power of attorney may only be used for the purpose of subsequent deletion of such shares. The board is free to decide the method of acquisition and disposal of the company's shares. The power of attorney can also be used in situations referred to in section 6-17 of the Securities Trading Act.
• (c) The power of attorney is valid until the annual general meeting in 2016, however not after June 30, 2016.»

Item 16 Authorization to the board of directors to acquire own shares for the purpose of buy-back programs and initiatives within the Company's scope of operations

The board of directors proposes that the general meeting grant the board of directors power of attorney to acquire own shares in the company as deemed appropriate by the board of directors and in accordance with the provisions of the Norwegian Public Limited Liability Company Act. The power of attorney may only be used for the purpose of buy-back programs and initiatives for the Company's shares or for future investments within the Company's scope of operations.

The board of directors proposes that the general meeting passes the following resolution:

• (a) «The Board is authorised to acquire own shares in the company up to 10% of the share capital (with an aggregate nominal value of NOK 16 220 800). The power of attorney also provides for agreements regarding pledges over its own shares.
• (b) The highest and lowest purchase price for each share shall be NOK 100 and NOK 1, respectively. The power of attorney may only be used for the purpose of buy-back programs and initiatives for the Company's shares or for future investments within the Company's scope of operations. The board is free to decide the method of acquisition and disposal of the company's shares. The power of attorney can also be used in situations referred to in section 6-17 of the Securities Trading Act.
• (c) The power of attorney is valid until the annual general meeting in 2016, however not after June 30, 2016.»

Item 17 Authorization to the board of directors to approve the distribution of dividends

To facilitate potential distribution of dividends through the year, the board of directors proposes that the general meeting passes the following resolution:

«The board of directors is authorised pursuant to the Public Limited Liability Companies Act § 8-2, second paragraph, to approve the distribution of dividends based on the company's annual accounts for 2014. The power of attorney shall remain in force until the annual general meeting in 2016.»

Item 18 Authorization to the board of directors to increase the share capital for financing of investments and acquisitions

The board of directors proposes that the general meeting grant the board of directors power of attorney to increase the share capital. The power of attorney may only be used for financing or investment purposes, such as raising equity capital for new business acquisitions, CAPEX investments or for other future investments within the Company's scope of operations.

The board of directors proposes that the general meeting passes the following resolution:

• (a) «The board of directors is authorized to increase the share capital by up to NOK 40 552 000 (25 % of the share capital).
• (b) The authorization is valid up to the annual general meeting in 2016, but no longer than June 30, 2016.
• (c) The pre-emptive rights of the existing shareholders pursuant to section 10-4 of the Public Limited Liability Company's Act may be derogated from.
• (d) The authorization includes share capital increase against non-cash contributions, rights to assume special obligations on behalf of the Company in addition to resolution of merger and demerger, cf. the Public Limited Liability Company's Act section 13-5 and 14-6 (2). The authorization can be used in situations as described in the Securities Trading Act section 6-17.»

Item 19 Authorization to the board of directors to increase the share capital for distribution of dividends

The board of directors proposes that the general meeting grant the board of directors power of attorney to increase the share capital. The power of attorney may only be used in case the board resolves to distribute dividend and to offer shareholders whole or partial settlement in the form of shares.

The board of directors proposes that the general meeting passes the following resolution:

• (a) «The board of directors is authorized to increase the share capital by up to NOK 40 552 000 (25 % of the share capital).
• (b) The authorization is valid up to the annual general meeting in 2016, but no longer than June 30, 2016.
• (c) The pre-emptive rights of the existing shareholders pursuant to section 10-4 of the Public Limited Liability Company's Act may be derogated from.
• (d) The authorization includes share capital increase against non-cash contributions, rights to assume special obligations on behalf of the Company in addition to resolution of merger and demerger, cf. the Public Limited Liability Company's Act section 13-5 and 14-6 (2). The authorization can be used in situations as described in the Securities Trading Act section 6-17.»