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Aker Solutions — AGM Information 2020
Aug 14, 2020
3531_rns_2020-08-14_ae2f64a6-9143-4b55-b64f-06fede5090dd.pdf
AGM Information
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Office Translation This translation is for information purposes only. Legal authenticity remains with the original document in Norwegian
MINUTES
OF
AN EXTRAORDINARY GENERAL MEETING OF
AKER SOLUTIONS ASA
On Friday August 14, 2020, an extraordinary general meeting of Aker Solutions ASA was held at Oksenøyveien 8 in Fornebu.
1. OPENING OF THE GENERAL MEETING BY THE CHAIRMAN
The general meeting was declared open by Øyvind Eriksen.
The record regarding attendance by the shareholders showed that 154,168,094 of the company's total of 272,044,389 shares were represented, including by way of prior electronically voting and proxy votes. Thus, 56.67 % of the total share capital participated in the general meeting. The list of participating shareholders is enclosed to these minutes as appendix 1. The voting results for the agenda items are set out on page 3.
2. APPROVAL OF SUMMONS AND AGENDA
No comments were made to the notice or the agenda. The general meeting adopted the following resolution:
The general meeting approves the summons and agenda.
3. APPOINTMENT OF A PERSON TO CO-SIGN THE MINUTES OF MEETING TOGETHER WITH THE CHAIRMAN
The general meeting adopted the following resolution:
The general meeting appoints Frode Strømø to co-sign the minutes together with the chairman.
4. DISTRIBUTION OF DIVIDEND
The general meeting adopted the following resolution:
The general meeting approves the proposal from the board of directors for distribution of dividend in the form of 271 942 753 shares in Aker Offshore Wind Holding AS and 271 942 753 shares in Aker Carbon Capture AS.
The distribution implies that one share in Aker Solutions entitles the owner to receive one share in each of the two companies. However, for shareholders subject to withholding tax, a portion of the shares will be withheld.
Dividend will be distributed to those who are shareholders in the company as per the expiry of 14 August 2020, as registered with the Company's shareholder register with the VPS as per the expiry of 18 August 2020. The share will be traded ex-dividend on Oslo Stock Exchange from and including 17 August 2020. The dividend will be distributed on or about 26 August 2020.
5. AUTHORISATION TO THE BOARD OF DIRECTORS TO APPROVE DISTRIBUTION OF DIVIDEND
The board of directors withdrew the proposal before it was put to vote. Agenda item no 5 was proposed as an alternative to agenda item no 4 in the event that the internal reorganization of the Aker Solutions group was not completed prior to the general meeting. The reorganization was completed in due time.
***
Protocol for general meeting AKER SOLUTIONS ASA
ISIN: NO0010716582 AKER SOLUTIONS ASA General meeting date: 14/08/2020 09.00 Today: 14.08.2020
| Shares class | FOR | Against Poll in | Abstain Poll not registered Represented shares with voting rights |
|||
|---|---|---|---|---|---|---|
| Agenda item 2 Approval of summons and agenda | ||||||
| Ordinær | 154, 161, 738 | 15 | 154, 161, 753 | 6,341 | $\mathbf 0$ | 154,168,094 |
| votes cast in % | 100.00 % | 0.00% | 0.00% | |||
| representation of sc in % | 100.00 % | 0.00% | 100.00 % | 0.00% | 0.00% | |
| total sc in % | 56.67 % | 0.00% | 56.67 % | 0.00% | 0.00% | |
| Total | 154,161,738 | 15 | 154,161,753 | 6,341 | $\bf{0}$ | 154,168,094 |
| Agenda item 3 Appointment of a person to co-sign the minutes together with the chairman | ||||||
| Ordinær | 154,162,573 | 0 | 154, 162, 573 | 5,521 | 0 | 154,168,094 |
| votes cast in % | 100.00 % | 0.00% | 0.00% | |||
| representation of sc in % | 100.00 % | 0.00% | 100.00 % | 0.00% | 0.00% | |
| total sc in % | 56.67 % | 0.00% | 56.67 % | $0.00 \%$ | 0.00% | |
| Total | 154,162,573 | 0 154,162,573 | 5,521 | $\mathbf 0$ | 154,168,094 | |
| Agenda item 4 Distribution of dividend | ||||||
| Ordinær | 154, 161, 738 | 15 | 154, 161, 753 | 6,341 | $\mathbf 0$ | 154,168,094 |
| votes cast in % | 100.00 % | 0.00% | 0.00% | |||
| representation of sc in % | 100.00 % | 0.00% | 100.00 % | 0.00% | 0.00% | |
| total sc in % | 56.67 % | 0.00% | 56.67 % | 0.00% | 0.00% | |
| Total | 154, 161, 738 | 15 | 154,161,753 | 6,341 | 0 | 154,168,094 |
Registrar for the company:
DNB Bank ASA
Signature company: AKER SOLUTIONS ASA
Share information
| Name | Total number of shares Nominal value Share capital | Voting rights | |
|---|---|---|---|
| Ordinær | 272.044,389 | 1.08 293,807,940.12 Yes | |
| Sum: |
§ 5-17 Generally majority requirement requires majority of the given votes
§ 5-18 Amendment to resolution Requires two-thirds majority of the given votes
Requires two-thirds majority of the given votes
like the issued share capital represented/attended on the general meeting
Page 3 of 4
***
There were no more items on the agenda and the general meeting was adjourned.
Fornebu, August 14, 2020
_______________________ _______________________
Øyvind Eriksen Frode Strømø sign. sign.
Enclosure:
- List of shareholders participating either personally, by proxy or by electronic voting in advance
Total Represented
| ISIN: | The Contract of Management and the complete of the Management of the Company of the Company of the Company of the Company of the Company of the Company of the Company of the Company of the Company of the Company of the Com NO0010716582 AKER SOLUTIONS ASA |
|---|---|
| General meeting date: 14/08/2020 09.00 | |
| Today: | 14.08.2020 of the state of the latin of the control of the control of the set of the set of the set of the class of the Section Control of the control of the control of the set of the control of the control of the control of the cont |
Number of persons with voting rights represented/attended: 2
| Number of shares % sc | ||
|---|---|---|
| Total shares | 272,044,389 | |
| - own shares of the company | 101,636 | |
| Total shares with voting rights | 271,942,753 | |
| Represented by own shares | 20,736 | 0.01% |
| Represented by advance vote | 146,767,825 | 53.97 % |
| Sum own shares | 146,788,561 | 53.98% |
| Represented by proxy | 364,176 | 0.13% |
| Represented by voting instruction | 7,015,357 | 2.58% |
| Sum proxy shares | 7,379,533 | 2.71% |
| Total represented with voting rights | 154,168,094 | 56.69% |
| Total represented by share capital | 154,168,094 56.67 % |
| Registrar for the company: | Signature company: |
|---|---|
| DNB Bank ASA | AKER SOLUTIONS ASA |
______________________________________
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