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Aker Horizons Proxy Solicitation & Information Statement 2026

Feb 5, 2026

3530_rns_2026-02-05_d77e6ad2-d597-4952-a09f-676a01323b40.pdf

Proxy Solicitation & Information Statement

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NOTICE OF EXTRAORDINARY GENERAL MEETING IN AKER HORIZONS ASA

The Board of Directors hereby calls for an extraordinary general meeting in Aker Horizons ASA, org. no. 925 978 558 (the Company), to be held on 26 February 2026 at 12:00 CET as a digital meeting via Lumi at https://dnb.lumiconnect.com/100-333-620-078.

IMPORTANT MESSAGE:

The extraordinary general meeting will be held as a digital meeting only, with no physical attendance for shareholders. To participate in the general meeting, please log in to: https://dnb.lumiagm.com/ either on your smartphone, tablet or PC. Enter Meeting ID: 100-333-620-078 and click Join. You must then identify yourself with the reference number and PIN code from VPS for the general meeting that you will find in VPS Investor Services (Corporate Actions – General Meeting – ISIN) or sent you by post on this form (for non-electronic actors).

You will have the opportunity to log in one hour before the general meeting starts at 12:00 CET. Shareholders must be logged in before the general meeting starts.

Shareholders are welcome to contact DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30 CET) or send an e-mail to [email protected] if they need their reference number and PIN code or if they have technical questions.

Shareholders may find an online guide on the Company's website https://akerhorizons.com/investors/shareholdercenter/general-meetings/ describing how they can participate in the digital meeting. Shareholders may choose to vote in advance or by proxy as described in this notice.

The following matters are on the agenda:

  • 1. Opening of the extraordinary general meeting by the person appointed by the Board of Directors to open the meeting (no voting)
  • 2. Election of a person to chair the meeting, and a person to co-sign the meeting minutes
  • 3. Approval of the notice of the meeting and the agenda
  • 4. Liquidation of the Company
  • 5. Delisting of the Company's shares from Euronext Oslo Børs
  • 6. Changes to the Board of Directors
  • 7. Determination of remuneration to the members of the Board of Directors
  • 8. Determination of remuneration to the members of the Nomination Committee

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The shares of the Company and the right to vote for shares

The Company's share capital is NOK 6 903 487.51 divided into 690 348 751 shares each having a par value of NOK 0.01. Each share is entitled to one vote at the general meeting. There are no limitations for voting rights set out in the Articles of Association, however, no voting rights may be exercised for the Company's own shares (treasury shares) or for shares held by the Company's subsidiaries. As per the date hereof, the Company holds no own shares.

Each shareholder has the right to vote for the number of shares owned by the shareholder on 19 February 2026 (the Record Date). Owners of shares held through a custodian must additionally ensure that the Company is notified separately, see below.

The shareholders' rights

A shareholder cannot demand that new items are added to the agenda when the deadline for such request has expired, cf. Section 5-11 second sentence of the Public Limited Liability Companies Act.

A shareholder has the right to make proposals for a resolution regarding the items which will be considered by the general meeting, provided that such alternative proposals lie within the scope of matters on the agenda.

A shareholder has the right to require board members and the general manager to provide necessary information to the extraordinary general meeting that may affect consideration of matters submitted to shareholders for decision. The same applies to information regarding the Company's financial condition, including information on other companies in which the Company participates and other matters to be addressed at the extraordinary general meeting, unless the information required cannot be disclosed without causing disproportionate harm to the Company.

If additional information is necessary, and an answer cannot be given at the general meeting, a written answer shall be prepared within two weeks from the date of the general meeting. Such answer shall be available to the shareholders at the Company's premises and be sent to shareholders requesting the information. If the answer is considered material for evaluation of the circumstances mentioned in the previous paragraph, the answer should be sent to all shareholders with known address.

Participation

The extraordinary general meeting will be held as a digital meeting via Lumi on https://dnb.lumiagm.com/. Click on the link or copy the URL of your browser to attend the general meeting. Aker Horizons ASA meeting ID will be: 100-333-620-078.

By participating online via Lumi shareholders can vote on each agenda item, submit written questions from smartphones, tablets or stationary devices as well as follow the live webcast (in English). No preregistration is required for shareholders who want to participate, but shareholders must be logged on before the general meeting starts. If you are not logged in before the meeting starts, you will be granted access, but without the right to vote. We therefore encourage shareholders to log in well in advance of the general meeting. The general meeting is open for login one hour before start-up.

Secure identification of shareholders will be done using the PIN code and reference number listed on the attached form or on the shareholder's account in VPS Investor Services.

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More information and guideline regarding digital participation via Lumi is available on https://akerhorizons.com/investors/shareholder-center/general-meetings/.

Shares held in custodian accounts

According to the Public Limited Liability Companies Act Section 1-8, as well as regulations on intermediaries covered by the Central Securities Act Section 4-5 and related implementing regulations, notice is sent to custodians who pass on to shareholders for whom they hold shares. Shareholders must communicate with their custodians, who are responsible for conveying votes, proxies or participation in the meeting. Custodians must according to Section 5-3 of the Public Limited Liability Companies Act, register votes, proxies or registration of participation with the Company no later than 2 working days before the general meeting, i.e. no later than 24 February 2026 at 16:00 CET.

Proxy with or without voting instructions

Instead of participating online, shareholders may prior to the extraordinary general meeting vote in advance by proxy. Proxy with or without voting instructions can, if desirable, be given to the Chair of the Board of Directors, or the person he appoints. Shareholders who wish to participate at the general meeting by proxy without voting instructions are encouraged to register the proxy through the Company's website https://akerhorizons.com/investors/shareholder-center/general-meetings/ or to send the proxy electronically via "Investortjenester" (VPS Investor services), a service offered by most registrars in Norway, or by completing and returning the enclosed proxy form scanned by email to [email protected], or alternatively by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. Proxy forms should be received no later than 24 February 2026 at 16:00 CET.

Proxies with voting instructions to the Chair of the Board of Directors cannot be submitted electronically and must be sent by e-mail to [email protected] or by regular mail to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. For instruction to other proxy holders, submit a proxy without voting instructions and agree directly with the proxy holder how votes should be cast.

Voting by means of electronic communication prior to the general meeting

Instead of participating online, shareholders may prior to the extraordinary general meeting vote in advance electronically on each agenda item via the Company's website https://akerhorizons.com/investors/shareholder-center/general-meetings/ or via "Investortjenester" (Investor services) (PIN code and reference number from this notice of the general meeting is required). The deadline for prior voting is 24 February 2026 at 16:00 CET. Up until the deadline, votes already cast may be changed or withdrawn. If you vote in advance or give a proxy, you can still log on to the general meeting to follow and ask questions, but you will not have the opportunity to vote on the items.

This notice and the enclosed form for notice of attendance/proxy will also be made available on https://akerhorizons.com/investors/shareholder-center/general-meetings/. Any shareholder who wants to receive the documents can contact the investor relations department. Contact data is available at: https://akerhorizons.com/investors/investor-contact/.

Electronic Investor Information and change of address

Aker Horizons ASA urges shareholders to receive investor messages from the Norwegian Central Securities Depository, (Euronext Securities Oslo) electronically, both from an environmental and cost perspective. To receive investor information electronically, including invitations to general meetings and change of address, visit your online bank or https://investor.vps.no/garm/auth/login.

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The following documents will be available on https://akerhorizons.com/investors/shareholdercenter/general-meetings/:

  • This notice and the enclosed form for proxy
  • The Board of Directors' proposed resolutions
  • The proposal from the Nomination Committee
  • Guidelines for online participation

***

Date: 5 February 2026

The Board of Directors of Aker Horizons ASA

Enclosure:

• Proxy form

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Avsender: Aker Horizons ASA, Postboks 83, NO-1325

Ref no: PIN code:

Notice of Extraordinary General Meeting

The extraordinary general meeting of Aker Horizons ASA will be held on 26 February 2026 at 12:00 CET as a digital meeting only.

The shareholder is registered with the following amount of shares at summons: _______________________ and vote for the number of shares registered in Euronext Securities Oslo (VPS) per the Record Date: 19 February 2026.

The deadline for registration of advance votes, proxies and instructions is: 24 February 2026 at 16:00 CET.

Electronic registration:

Alternatively, "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".

Step 1 – Register during the enrollment/registration period:

You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:

Step 2 – The general meeting day:

Online participation: Please login through https://dnb.lumiconnect.com/100-333-620-078. You must identify yourself using the reference number and PIN – code from VPS – see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00 – 15:30 CET).

On the company's web page https://akerhorizons.com/investors/shareholder-center/general-meetings/ you will find an online guide describing more in detail how you as a shareholder can participate in the digital meeting.

If you are not logged in before the meeting starts, you will be granted access, but without the right to vote.

"Enroll" - There is no need for registration for online participation, enrollment is not mandatory

"Advance vote" - If you would like to vote in advance of the meeting

"Delegate Proxy" - Give proxy to the Chair of the Board of Directors or another person

"Close" – Press this if you do not wish to register

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Ref no: PIN-code:
Form for submission by post or e-mail for shareholders who cannot register electronically.
The signed form can be sent as an attachment in an e-mail* to [email protected] (scan this form) or, by post service to DNB Bank Registrars Department, P.O
Box 1600 Sentrum, 0021 Oslo. The scanned forms must be received no later than the registration deadline, 24 February 2026 at 16:00 CET. If the
shareholder is a company, the signature must be in accordance with the company certificate.
*Will be unsecured unless the sender themselves secure the e-mail.
shares would like to be represented at the general meeting in Aker Horizons ASA
as follows (mark off):

Open proxy to the Chair of the Board of Directors or the person he authorizes (do not mark the items below)
Proxy with voting instructions to the Chair of the Board of Directors or the person he authorizes (mark "For", "Against" or "Abstain" on the
individual items below)

Advance votes (mark «For», «Against» or «Abstain» on the individual items below)
Open proxy to: (do not mark items below – agree directly with your proxy solicitor if you wish to give instructions on how to vote)

Enter the proxy solicitor's name in the block letters. If no name is stated, the proxy will be deemed
given to the Chair of the Board of Directors or the person he appoints.
Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00 – 15:30 CET) for login details.
Voting must take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the Board of Directors'
recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposals in the notice, the proxy determines the voting.
# Agenda for the Extraordinary General Meeting For Against Abstain
1. Opening of the extraordinary general meeting by the person appointed by the Board of Directors
to open the meeting (no voting)
2. Election of a person to chair the meeting, and a person to co-sign the meeting minutes
3. Approval of the notice of the meeting and the agenda
4. Liquidation of the Company
5. Delisting of the Company's shares from Euronext Oslo Børs
6. Changes to the Board of Directors
7. Determination of remuneration to the members of the Board of Directors
8. Determination of remuneration to the members of the Nomination Committee
Place

Date
Shareholder's signature
With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the
shareholder is a company, the company's certificate of registration must be attached to the proxy.
The form must be dated and signed.

2026 Aker Horizons ASA Page 2 of 2