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Akastor Proxy Solicitation & Information Statement 2010

Mar 26, 2010

3525_rns_2010-03-26_991d5cbc-d571-4b25-bb8e-e8af5d4b6529.pdf

Proxy Solicitation & Information Statement

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Nomination committee recommendations

The Aker Solutions ASA nomination committee comprises the following individuals:

  • Kjell Inge Røkke, Chairman
  • Gerhard Heiberg
  • Kjeld Rimberg
  • Mette Wikborg

Since the 2009 extraordinary shareholders' meeting, the nomination committee has held two (2) meetings. The committee has evaluated the Board's performance and received input from shareholders as to the composition of the Board.

For Aker Solutions ASA's annual shareholders' meeting on 8 April 2010, the nomination committee makes the following unanimous recommendations:

1. Election of Board members

Pursuant to the company's articles of association, the Board is to comprise from six to ten board members of which one third are to be elected by and amongst the employees. The Board now comprises of 10 board members of which six are shareholder-elected Board members. None of these are up for election this year.

2. Election of nomination committee members

Of the four members in the nomination committee, Gerhard Heiberg is up for election this year. The committee recommends that Heiberg is reelected for a period of two years. The nomination committee thus comprises of Leif-Arne Langøy, Gerhard Heiberg, Kjeld Rimberg and Mette Wikborg.

3. Determination of Board members' remuneration

The nomination committee proposes the following remuneration for Board members for the period 2009-2010:

  • Board Chairman: NOK 400,000
  • Deputy Chairman: NOK 300,000
  • Board members: NOK 250,000

The remuneration amounts for the Board Chairman and Deputy Chairman are higher than that of other Board members because of the additional responsibilities and obligations inherent in the former offices.

According to Aker policy leading personnel employed in Aker companies may not personally receive board remuneration from other Aker companies. Instead, board remuneration will be paid directly to the company in which the board member is employed.

4. Determination of remuneration for compensation committee members

Aker Solutions ASA's Board of directors has appointed one sub-committee, a compensation committee with three members. All members are elected by and among the Board members. The nomination committee proposes the following remuneration for members of the sub-committee beyond ordinary board remuneration:

Chairman and members: NOK 25,000

5. Determination of nomination committee members' remuneration

The following remuneration for nomination committee members is proposed for the period 2009-2010:

Chairman and members: NOK 30,000

Oslo, 26 March 2010

Leif-Arne Langøy
Nomination committee chairman