Aker Horizons — AGM Information 2022

Mar 22, 2022

Proposal from the nomination committee of Aker Horizons ASA to the annual general meeting of the company to be held on 22 April 2022

The nomination committee of Aker Horizons ASA is comprised of Svein Oskar Stoknes (chair) and Ingebret G. Hisdal.

The nomination committee has held five meetings since the 2021 annual general meeting. The committee has, among other things reviewed the board's performance in 2021 and the board composition. As a basis for its assessments, the committee has conducted individual meetings with the chair of the board, certain individual directors of the board and the CEO. The committee has also received feedback from individual shareholders concerning the composition of the board.

In connection with the annual general meeting of Aker Horizons ASA to be held on 22 April 2022, the nomination committee submits the following unanimous proposal.

1. The board of directors

The board of directors of Aker Horizons ASA consists of five shareholder-elected directors, Øyvind Eriksen (chair), Kjell Inge Røkke (director), Lone Fønss Schrøder (director), Lise Kingo (director) and Auke Lont (director). In addition, Lene Landøy is deputy director. Attendance at board meetings has been satisfactory from all members. None of the directors are up for election in 2022.

In its deliberations, the nomination committee has emphasized that a well-functioning board should have a composition that covers all relevant fields of competence and experience to discharge its oversight responsibilities in a good manner, and to be well suited to deal with opportunities and challenges facing Aker Horizons ASA. It is the nomination committee's view that the current board composition ensures such qualities. Consequently, the nomination committee proposes no changes to the board composition at the annual general meeting for 2022.

The board composition is compliant with the requirements for independence as set out in the Norwegian Code of Practice for corporate governance (NUES).

Aker Horizons ASA board of directors is comprised of the following shareholder-elected directors:

		Election period:
•	Øyvind Eriksen (chair)	2021-2023
•	Lise Kingo (director)	2021-2023
•	Auke Lont (director)	2021-2023
•	Kjell Inge Røkke (director)	2021-2023
•	Lone Fønss Schrøder (director)	2021-2023
•	Lene Landøy (deputy director)	2021-2023

2. The nomination committee

The members of the nomination committee are elected until the annual general meeting for 2023. The nomination committee proposes no changes to the current composition at the annual general meeting for 2022.

3. Proposed fees for the board of directors

The nomination committee proposes the following fees for the period from the formation of the company in 2021 to the ordinary general meeting in 2022.

Position	Proposal (NOK)
Chair	600 000
Each of the other directors	310 000
Additional fee to the chair of the audit committee	180 000
Additional fee to the other members of the audit committee	103 000
Deputy directors	50 000 per meeting with physical attendance*

*Limited upwards to NOK 310 000 for the period

4. Proposed fees for the nomination committee

Fees for the chair and members of the nomination committee are proposed to NOK 40 000 per member for the period from the formation of the company in 2021 to the annual general meeting in 2022.

As per normal practice 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 director is an employee. Consequently, the fee for the period from the formation of the company in 2021 until the 2022 annual general meeting applicable to Øyvind Eriksen, Lene Landøy and Svein Oskar Stoknes will be paid to Aker ASA and the fee for Kjell Inge Røkke will be paid to The Resource Group TRG AS.

Fornebu, 22 March 2022 On behalf of the nomination committee of Aker Horizons ASA

Svein Oskar Stoknes Chair