Aker Solutions — AGM Information 2024

Mar 20, 2024

Proposal from the nomination committee of Aker Solutions ASA to the annual general meeting to be held on 11 April 2024

The nomination committee of Aker Solutions ASA comprises Ingebret G. Hisdal (chair), Kjetil E. Stensland and Charlotte Håkonsen. Svein O. Stoknes serves as deputy member to the committee.

The nomination committee has held nine meetings since the 2023 annual general meeting. The committee has, among other things reviewed the board's performance in 2023 and the board composition. As a basis for its assessments, the committee has conducted individual meetings with the chair of the board, certain other shareholder elected directors of the board, one of the employee elected 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 Solutions ASA to be held on 11 April 2024, the nomination committee submits the following unanimous proposal:

1. Election of directors to the board

The board has seven shareholder-elected directors. Leif-Arne Langøy (chair), Øyvind Eriksen (deputy chair), Kjell Inge Røkke (director), Birgit Aagaard-Svendsen (director), Jan Arve Haugan (director), Lone Fønss Schrøder (director) and Elisabeth Heggelund Tørstad (director). All have had satisfactory attendance at board meetings. Lone Fønss Schrøder, Elisabeth Heggelund Tørstad and Jan Arve Haugan's terms end in 2024. The nomination committee proposes that Lone Fønss Schrøder, Elisabeth Heggelund Tørstad and Jan Arve Haugan are re-elected in their positions for a period of two years.

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 Solutions 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 proposed 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 Solutions ASA will comprise the following shareholder-elected directors:

Board of directors	Election period
 Leif-Arne Langøy (chair)	2023-2025
 Øyvind Eriksen (deputy chair)	2023-2025
 Kjell Inge Røkke (director)	2023-2025
 Birgit Aagaard-Svendsen (director)	2023-2025
 Jan Arve Haugan (director)	2024-2026
 Lone Fønss Schrøder (director)	2024-2026
 Elisabeth Heggelund Tørstad (director)	2024-2026

A presentation of all the directors of the board, including information of which directors are considered to be independent, is to be found on pages 216-218 in the annual report for 2023.

2. Election of members to the nomination committee

The nomination committee has three shareholder-elected members, Ingebret G. Hisdal (chair), Kjetil E. Stensland (member) and Charlotte Håkonsen (member). Svein O. Stoknes serves as deputy member to the committee. Ingebret G. Hisdal, Kjetil E. Stensland and Charlotte Håkonsen's terms end in 2024. The nomination committee proposes that Ingebret G. Hisdal, Kjetil E. Stensland and Charlotte Håkonsen all are re-elected in their positions for a period of two years.

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 2023 as well as estimated general salary growth in 2023, has been the basis for the committee's assessments.

In order to align the fees with other comparable Norwegian listed companies, the nomination committee proposes to increase the fee to the chair with approximately 10 % for the period from the annual general meeting 2023 to the annual general meeting 2024. The fees to board members and to members of the subcommittees are proposed to be increased with approximately 5% for the same period.

Position	Proposed fees 2023-2024 (NOK)	Fees 2022-2023 (NOK)
Chair	737 000	670 000
Each of the other directors	410 000	390 000
Additional fee to the chair of the audit committee	242 000	230 000
Additional fee to each of the other members of the audit committee	142 000	135 000
Additional fee to the chair of the remuneration committee	46 000	44 000
Additional fees to each of the other members of the remuneration committee	41 000	39 000

Furthermore, it is proposed that directors and deputy directors residing outside of the Nordic countries, receive an additional fee of NOK 35 000 per meeting with physical attendance.

4. Proposed fees for the nomination committee

The fees for the chair and members of the nomination committee are proposed increased with approximately 5% for the period from the annual general meeting in 2023 to the annual general meeting in 2024.

Position	Proposed fees 2023-2024 (NOK)	Fees 2022-2023 (NOK)
Chair of the nomination committee	55 000	52 000
Member of the nomination committee	44 000	42 000

As per normal practise of Aker companies, senior executives are not personally permitted to receive directors' or nomination committee fees from other companies within Aker. The fees are in such cases paid directly to

the company of which the relevant director or nomination committee member is an employee. Consequently, the fees for the period from the previous annual general meeting until the 2024 annual general meeting applicable to Øyvind Eriksen and Charlotte Håkonsen will be paid to Aker ASA. A similar practice applies in the Norwegian Ministry of Trade, Industry and Fisheries, where Kjetil E. Stensland is employed.

Fornebu, 15 March 2024 On behalf of the nomination committee of Aker Solutions ASA

Ingebret G. Hisdal Chair of the nomination committee