Akastor — Proxy Solicitation & Information Statement 2010

Mar 17, 2010

AkerSolutions

part of Aker

Notice of Annual General Meeting of Aker Solutions ASA

Notice is hereby given of the Annual General Meeting of Aker Solutions ASA to be held on Thursday 8 April 2010 at 09:00 CET at the Felix Conference Centre, Aker Brygge, Bryggetorget 3, Oslo, Norway.

Ballot papers will be distributed in the meeting room between 08:00 CET and 09:00 CET on the day of the Annual General Meeting.

The following issues will be considered and resolved:

1. Opening of the Annual General Meeting, including appointment of a person to co-sign the minutes with the Chairman
2. Information about the business
3. Approval of Aker Solutions ASA's and the group's consolidated annual accounts and annual report for 2009. The Board of Directors proposes that a dividend of NOK 2.60 per share is paid for the financial year 2009
4. Consideration of the Board of Directors' declaration regarding stipulation of salary and other remuneration to the executive management of the company

The Board of Directors' declaration is included as Note 9 to the group consolidated annual accounts on page 74 in the annual report.

1. Stipulation of remuneration to the members of the Board of Directors for 2009
2. Stipulation of remuneration to the members of the nomination committee for 2009
3. Approval of remuneration to the auditor for 2009
4. Election of member to the nomination committee
5. Changes in the articles of association regarding the deadline for notice of General Meetings and dispatch of documents to the shareholders prior to General Meetings

The articles of association presently specify the deadline for notification to be two weeks prior to the date of the General Meeting. As a consequence of changes in the public limited liability companies act, the new statutory deadline is a minimum of 21 days.

The company presently dispatches all documents concerning matters to be considered by the General Meeting in print by post. As a consequence of changes in the public limited liability companies act this is no longer a requirement as long as the documents are posted on the company's homepage on the internet.

The Board of Directors recommends the company's articles of association be changed to reflect these legislative changes. Accordingly, the Board of Directors proposes that the Annual General Meeting adopts the following:

That 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.

10. Power of attorney to the Board of Directors to purchase own shares

At the Annual General Meeting on 2 April 2009 the Board of Directors was authorised to acquire own shares amounting to up to 10% of the company's share capital. The Company has, as of 3 March 2010, acquired 436 200 shares under this power of attorney. The company owns in total 4 450 510 own shares as of 3 March 2010 (approx. 1.6% of the outstanding shares), which have been acquired under previous powers of attorney. The Board of Directors is still of the opinion that it may be beneficial for the company to acquire own shares with an aggregate nominal value of up to 10% of the company's share capital. Shares acquired as part of the buy-back programme may be used for a possible later reduction of the share capital by resolution of the General Meeting, as settlement in connection with possible future business acquisitions, in connection with incentive schemes for employees, or for other purposes as determined by the Board of Directors.

On this basis the Board of Directors proposes that the General Meeting adopts the following resolution:

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 shares of the company and voting rights

The company's share capital is NOK 548 000 000 divided into 274 000 000 shares, each having a par value of NOK 2. The articles of association contain no statutory voting limitations. However, voting rights on shares owned by the company or a subsidiary may not be exercised. As of 3 March 2010 the company owns 4 450 510 own shares. Each share is entitled to one vote.

Pursuant to the articles of association § 9 and the public limited liability companies act § 5-12 the General Meeting will be opened and presided over by the chairman of the Board, Mr. Øyvind Eriksen, or his appointee.

The share will be traded ex-dividend on the Oslo Stock Exchange from and including 9 April 2010. The dividend will be paid on or about 22 April 2010.

A shareholder has the right to vote the number of shares owned and registered in his name on accounts in the Norwegian securities repository VPS at the time of the General Meeting. If a shareholder has acquired shares and the acquisition is not registered in VPS at the time of the General Meeting, the voting rights may only be exercised if the acquisition has been notified to VPS and is proven in the General Meeting. In cases of ownership transfer, the transferee may agree with the transferee that the transferor may exercise shareholder rights until these are transferred to the transferee.

Voting rights on shares registered in VPS accounts belonging to custodians, cf. the public limited liability companies act § 4-10, may, from the company's point of view, not be exercised either by the beneficial owner or the custodian. However, the beneficial owner of the shares may exercise voting rights if he proves that he has taken the necessary actions to terminate the custodianship of the shares and that the shares will be transferred to an ordinary VPS account in the name of the owner. If the owner can prove that he has initiated such measures and that he has a real shareholder interest in the company, he may, in the opinion of the company, vote for the shares even if they are not yet registered in an ordinary VPS account.

The shareholders' rights

The shareholders may not demand that new matters are added to the agenda after the deadline for registering new matters has expired, cf. the public limited liability companies act § 5-11, second paragraph. A shareholder has the right to present proposals in the matters which the General Meeting is considering.

A shareholder may demand that Board members and the general manager in the General Meeting supply available information about circumstances which may influence the assessment of

1. the approval of the annual accounts and the annual report;
2. matters which have been presented to the shareholders for decision;
3. the company's financial position, including the operation of other companies in which the company participates, and other matters which the General Meeting is considering, as long as the information requested may be given without causing the company undue damage.

If no answer can be given in the General Meeting due to the need to collect information, a written reply shall be prepared within two weeks following the date of the general meeting. The reply shall be made available to the shareholders at the company's premises and be sent to all shareholders who have requested the information. If the reply is considered to be essential to the assessment of circumstances referred to in the previous section, the reply shall be sent to all shareholders with known addresses.

Participation in the General Meeting

Shareholders wishing to participate in the Annual General Meeting, either personally or by proxy, must notify the company of their attendance no later than 12:00 CET on Tuesday 6 April 2010. Notice may be given through the internet, www.akersolutions.com, via "investortjenester", a service offered by most registrars in Norway, or by returning the enclosed form of notice of attendance to Aker Solutions ASA, c/o DnB NOR Bank ASA, Verdipapirservice, Stranden 21, 0021 Oslo, Norway, telefax +47 22 48 11 71. The notice must be received within the time limit set out above. Anyone who is not registered within the deadline may be denied access to the Annual General Meeting. Proxy with or without instructions on how to vote may, if desirable, be given to attorney-at-law Asle Aarbakke or his appointee.

Enclosures:

Enrolment form and power of attorney

Annual Report 2009

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AkerSolutions™

part of Aker

Notice of Annual General Meeting

Annual General Meeting in Aker Solutions ASA will be held Thursday 8 April 2010 at 9:00 CET at Felix Conference Center, Aker Brygge, Oslo, Norway

PIN code:

Ref no:

In the event the shareholder is a legal entity it will be represented by: _______

Name of representative
(To grant proxy, use the proxy form below)

Attendance form

If you wish to attend the annual general meeting, we kindly ask you to send this form to Aker Solutions ASA c/o DnB NOR Bank ASA, Verdipapirservice, NO-0021 Oslo, Norway, or fax to +47 22 48 11 71. Attendance may also be registered on Aker Solutions ASA's homepage on www.akersolutions.com or through "Investortjenester", a service provided by most Norwegian registrars. The pin code and the reference number are required for registration.

The form must be registered by DnB NOR Bank Verdipapirservice no later than Tuesday 6 April 2010 12:00 CET.

The undersigned will attend at Aker Solutions ASA's Annual General Meeting on Thursday 8 April 2010 and vote for

____ own shares
____ other shares in accordance with enclosed proxy

In total _______ shares

Place ____ Date ____

Shareholder's signature
(If attending personally,
To grant proxy, use the form below)

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[AkerSolutions™ logo] part of Aker

Proxy (without voting instructions)

PIN code: _______

Ref no: _______

If you are not able to attend the annual general meeting, a nominated proxy holder can be granted your voting authority. Any proxy not naming proxy holder will be deemed given to attorney-at-law Asle Aarbakke or a person designated by him. The present proxy form relates to proxies without instructions. To grant proxy with voting instructions, please go to page 2 of this form.

We kindly ask you to send the proxy form to Aker Solutions ASA c/o DNB NOR Bank ASA, Verdipapirservice, N-0021 Oslo, Norway, or fax to +47 22 48 11 71. Web-based registration of the proxy is available through "Investortjenester", a service provided by most Norwegian registrars. The pin code and the reference number are required for registration.

The proxy must reach DnB NOR Bank Verdipapirservice no later than Tuesday 6 April 2010 12:00 CET.

The undersigned: _______

herby grants:
☐ Asle Aarbakke (or a person designated by him)

or:
Name of nominated proxy holder (Please use capital letters))

proxy to attend and vote at the Annual General Meeting of Aker Solutions ASA on Thursday 8 April 2010 for my/our shares

Place ____ Date ____

Shareholder's signature
(Signature only when granting proxy)

With regard to rights of attendance and voting we refer you to The Norwegian Public Limited Liability Companies Act, in particular Chapter 5. A written power of attorney dated and signed by the beneficial owner giving such proxy must be presented at the meeting.

Copyright © Aker Solutions 2010

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AkerSolutions

part of Aker

Proxy (with voting instructions)

PIN code:
Ref no:

If you wish to give voting instructions to the proxy holder, please use the present proxy form. The items in the detailed proxy below refer to the items in the Annual General Meeting agenda. A detailed proxy with voting instructions may be granted a nominated proxy holder. A proxy not naming a proxy holder will be deemed given to Asle Aarbakke or any person designated by him.

We kindly ask you to send the proxy with voting instructions by mail or fax to Aker Solutions ASA c/o DnB NOR Bank ASA, Verdipapirservice, NO-0021 Oslo, Norway, or faxed to +47 22 48 11 71. Online registration is not available for registrations of voting instructions.

The proxy must reach DnB NOR Bank Verdipapirservice no later than Tuesday 6 April 2010 12:00 CET.

The undersigned: ☐

hereby grants (check-off): ☐ Asle Aarbakke (or a person designated by him),
or:
☐ Name of nominated proxy holder (Please use capital letters)

proxy to attend and vote at the Annual General Meeting of Aker Solutions ASA on Thursday 8 April 2010 for my/our shares.

The votes shall be submitted in accordance with the instructions below. Please note that any items below not voted for (not ticked off), will be deemed as an instruction to vote "in favour" of the proposals in the notice. Any motion from the floor, amendments or replacement to the proposals in the agenda, will be determined by the proxy holder's discretion. In case the contents of the voting instructions are ambiguous, the proxy holder will base his/her understanding on a reasonable understanding of the wording of the proxy. Where no such reasonable understanding can be found, the proxy may in his/her discretion refrain from voting.

Agenda AGM 2010	In favour	Against	Abstention	At proxy's discretion
1a. Opening of the Annual General Meeting	☐	☐	☐	☐
1b. Appointment of at least one person to co-sign the minutes	☐	☐	☐	☐
3a. Approval of Aker Solutions ASA and the group's consolidated annual accounts for 2009 and the annual report	☐	☐	☐	☐
3b. Approval of the Board of Directors' proposal of dividend for 2009	☐	☐	☐	☐
4. Approval of the Board of Directors' declaration regarding stipulation of salary and other remunerations to the executive management of the company	☐	☐	☐	☐
5. Approval of remuneration to the Board of Directors for 2009	☐	☐	☐	☐
6. Approval of remuneration to the members of the nomination committee for 2009	☐	☐	☐	☐
7. Approval of remuneration to the auditor for 2009	☐	☐	☐	☐
8. Approval of the nomination committees recommendation of new member for the nomination committee	☐	☐	☐	☐
9. Approval of proposal to change the articles of association with regards to notice period	☐	☐	☐	☐
10. Approval of power of attorney to the Board of Directors to purchase own shares	☐	☐	☐	☐

The abovementioned proxy holder has been granted power to attend and to vote for my/our shares at the Annual General Meeting in Aker Solutions ASA to be held 8 April 2010.

Place ____ Date ____
Shareholder's signature _______
(Only for granting proxy with voting instruction)

With regard to rights of attendance and voting we refer you to The Norwegian Public Limited Liability Companies Act, in particular Chapter 5. A written power of attorney dated and signed by the beneficial owner giving such proxy must be presented at the meeting.

If the shareholder is a company, please attach the shareholder's certificate of registration to the proxy.

Copyright © Aker Solutions 2010