Aker Horizons — AGM Information 2025

Apr 4, 2025

Proposal from the nomination committee of Aker Horizons ASA to the annual general meeting to be held on 30 April 2025

The nomination committee of Aker Horizons ASA is comprised of Svein Oskar Stoknes (chair) and Ingebret G. Hisdal. Charlotte Håkonsen serves as deputy member to the committee.

The nomination committee has held six meetings since the 2024 annual general meeting. The committee has, among other things reviewed the board's performance in 2024 and the board composition. As a basis for its assessments, the committee has conducted individual meetings with the chair of the board and all other shareholder elected directors of the board. 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 30 April 2025, the nomination committee submits the following unanimous proposal.

1. Election of directors to the board

The board of directors of Aker Horizons ASA consists of five shareholder-elected directors, Kristian Røkke (chair), Øyvind Eriksen (deputy chair), Trond Brandsrud (director), Kimberly Mathisen (director) and Lone Fønss Schrøder (director). In addition, Lene Landøy and Kjell Inge Røkke are deputy directors. Attendance at board meetings has been satisfactory from all members. Lone Fønss Schrøder and Kjell Inge Røkke's terms end in 2025. Øyvind Eriksen has announced that he, due to other commitments, wants to end his term as deputy chair of the board. The nomination committee proposes that Lone Fønss Schrøder is re-elected as director and that Svein Oskar Stoknes is elected as a new director to the board, both for a period of two years. Further, the committee proposes that Kjell Inge Røkke continues as a deputy director for a period of two years.

Svein Oskar Stoknes has been the Chief Financial Officer (CFO) of Aker ASA since 2019. Prior to this, he served as CFO of Aker Solutions ASA, where he joined in 2007 and was named CFO in 2014. Stoknes has also held a range of senior positions within finance and advisory for organizations like Tandberg, Citigroup, Norwegian Trade Council and ABB. He graduated from the Norwegian School of Management with a master's degree in business and economics, and has an MBA from Columbia Business School in New York. Stoknes is a director of Akastor ASA, Aker Capital AS and several other companies where Aker is the largest shareholder.

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 proposed board composition ensures such qualities. For the same reasons, the nomination committee proposes that the annual general meeting makes a joint vote over the entire proposed board composition. The board composition is compliant with the requirements for independence as set out in the Norwegian Code of Practice for corporate governance (NUES).

If the general meeting adopts the above proposal, the board of Aker Horizons ASA will comprise the following shareholder-elected directors:

Board of directors:		Election period:
•	Kristian Røkke (chair)	2024-2026
•	Trond Brandsrud (director)	2024-2026

•	Kimberly Mathisen (director)	2024-2026
•	Lone Fønss Schrøder (director)	2025-2027
•	Svein Oskar Stoknes (director)	2025-2027
•	Lene Landøy (deputy director)	2024-2026
•	Kjell Inge Røkke (deputy director)	2025-2027

A presentation of the directors of the board, including information on which directors are considered to be independent, is to be found on page 100 in the annual report for 2024.

2. Election of members to the nomination committee

The nomination committee consists of two shareholder-elected members, Svein Oskar Stoknes (chair) and Ingebret G. Hisdal. Charlotte Håkonsen serves as deputy member to the committee. Svein Oskar Stoknes, Ingebret G. Hisdal and Charlotte Håkonsen's terms end in 2025. The nomination committee proposes that Charlotte Håkonsen is elected as chair of the committee and that Ingebret G. Hisdal is re-elected as a member, both for a period of two years. Additionally, Hilde K. Ramsdal is proposed as deputy member to the committee for a period of two years.

Charlotte Håkonsen is the General Counsel in Aker ASA. She joined the company in 2020 and came to Aker from a partner position in the Norwegian law firm BAHR. From 2014 to 2018 Håkonsen held the position as Head of Legal and Compliance at Akastor ASA. Håkonsen holds a Cand.jur. degree from the University of Oslo.

Hilde Kristin Ramsdal, is Corporate Controller in Aker ASA. From 2017 to 2022 Ramsdal held the position as Senior Controller in Aker ASA and came from the position as Group Accounting Manager in Hafslund. Ramsdal holds an MBA from the Norwegian School of Economics, has a background as an auditor, and has previously held the title of State Authorized Public Accountant.

3. Proposed fees for the board of directors

The general meeting shall determine the remuneration of the board, the board's sub-committees and the nomination committee based on a proposal from the nomination committee. The remuneration survey carried out by the Norwegian Board Members Institute on board fees for 2024 as well as estimated general salary growth in 2025, has been the basis for the committee's assessments.

The nomination committee proposes that the fees for the board of directors and to members of the subcommittees are increased with approximately 4.5% for the period from the annual general meeting in 2024 to the annual general meeting in 2025.

Position	Proposed fees 2024 - 2025 (NOK)	Fees 2023 - 2024 (NOK)
Chair	692 000	662 000
Each of the other directors	356 000	341 000
Additional fee to the chair of the audit committee	209 000	200 000
Additional fee to the other members of the audit committee	121 000	116 000

Deputy directors 57 000 per meeting with physical attendance*

55 000 per meeting with physical attendance*

*Limited upwards to NOK 356 000 for the period

4. Proposed fees for the nomination committee

The fees for the nomination committee are proposed increased with approximately 4.5% for the period from the annual general meeting in 2024 to the annual general meeting in 2025.

Position	Proposed fees 2024 - 2025 (NOK)	Fees 2023 - 2024 (NOK)
Chair of the nomination committee	57 000	55 000
Member of the nomination committee	46 000	44 000

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 fees for the period from the annual general meeting in 2024 until the annual general meeting in 2025 applicable to Øyvind Eriksen, Lene Landøy and Svein Oskar Stoknes will be paid to Aker ASA.

Fornebu, 3 April 2025 On behalf of the nomination committee of Aker Horizons ASA

Svein Oskar Stoknes Chair