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Aker Solutions — AGM Information 2026
Apr 16, 2026
3531_rns_2026-04-16_1bf3e00c-cc60-47fc-9a3a-ed1f6d218104.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
This translation is for information purposes only. Legal authenticity remains with the original document in Norwegian
MINUTES
OF
ANNUAL GENERAL MEETING 2026
AKER SOLUTIONS ASA
On Thursday, April 16, 2026, the annual general meeting of Aker Solutions ASA was held digitally.
1. OPENING OF THE ANNUAL GENERAL MEETING
The general meeting was declared opened and chaired by the chairman of the board of directors, Leif-Arne Langøy.
The record regarding participation by the shareholders showed that 351,353,568 of the company’s total of 492,167,089 shares were represented, including by way of prior electronic voting and proxy votes. Thus, 71.39 % of the total share capital participated in the general meeting. The list of participating shareholders is enclosed to these minutes as appendix 1.
2. APPROVAL OF SUMMONS AND AGENDA
The general meeting adopted the following resolution:
The general meeting approves the summons and agenda.
The voting result is set out on page 6.
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 Marie Louise Juell to co-sign the minutes together with the chair of the meeting.
The voting result is set out on page 6.
4. INFORMATION ABOUT THE BUSINESS
CEO Kjetel Digre and CFO Idar Eikrem gave a presentation of the company’s business activities and presented key 2025 accounting figures for both Aker Solutions ASA and for the group.
5. APPROVAL OF THE 2025 ANNUAL ACCOUNTS OF AKER SOLUTIONS ASA, THE GROUP’S CONSOLIDATED ACCOUNTS AND THE BOARD OF DIRECTORS’ REPORT
The chair of the general meeting presented the board of directors’ proposal. The annual accounts, the group’s consolidated accounts and the board of directors’ report were discussed.
AkerSolutions
2026 © Aker Solutions
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The general meeting adopted the following resolution:
The general meeting approves the annual accounts for 2025 for Aker Solutions ASA, the group's consolidated accounts and the board of directors' report, including the proposal from the board of directors to distribute a dividend of NOK 3.60 per share.
The voting result is set out on page 6.
6. APPROVAL OF THE BOARD OF DIRECTORS' PROPOSAL REGARDING DISTRIBUTION OF EXTRAORDINARY DIVIDEND
The chair of the general meeting presented the board of directors' proposal regarding distribution of an extraordinary cash dividend of NOK 5.00 per share.
The general meeting adopted the following resolution:
The general meeting approves the proposal from the board of directors to distribute a cash dividend of NOK 5.00 per share.
The voting result is set out on page 6.
7. CONSIDERATION OF THE BOARD OF DIRECTORS' REPORT ON CORPORATE GOVERNANCE
The chair of the general meeting presented the corporate governance report of the board of directors. The report was duly noted.
8. ADVISORY VOTE ON THE BOARD OF DIRECTORS' REMUNERATION REPORT FOR LEADING PERSONNEL
The general meeting adopted the following resolution:
The general meeting endorses the board of directors' remuneration report for leading personnel in Aker Solutions.
The voting result is set out on page 6.
9. APPROVAL OF REMUNERATION TO MEMBERS OF THE BOARD OF DIRECTORS, THE AUDIT COMMITTEE AND THE REMUNERATION COMMITTEE
The general meeting adopted the following resolution:
In accordance with the proposal from the nomination committee, the remuneration rates for the period from the 2025 annual general meeting until the 2026 annual general meeting are set as follows:
- NOK 876 000 to the chair of the board
- NOK 671 000 to the deputy chair of the board
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2026 © Aker Solutions
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- NOK 470 000 to each of the other directors
- NOK 263 000 in addition to the chair of the audit committee
- NOK 155 000 in addition to each of the other members of the audit committee
- NOK 70 000 in addition to the chair of the remuneration committee
- NOK 60 000 in addition to each of the members of the remuneration committee
- NOK 78 000 per attended meeting for the deputy directors, limited upwards to NOK 470 000 for the period
- NOK 37 000 as an additional fixed fee to any directors or deputy directors residing outside of Norway, per each board meeting with physical attendance
It was informed that deputy chairman Øyvind Eriksen does not personally receive the remuneration as payment is made to the employer company in question, Aker ASA.
The voting result is set out on page 6.
10. APPROVAL OF REMUNERATION TO THE MEMBERS OF THE NOMINATION COMMITTEE
The general meeting adopted the following resolution:
In accordance with the proposal from the nomination committee, the remuneration rates for the period from the 2025 annual general meeting until the 2026 annual general meeting are set as follows:
- NOK 59 000 to the chair of the nomination committee
- NOK 48 000 for each member of the nomination committee
- NOK 8 300 as an additional fixed fee per meeting to any member of the nomination committee
It was informed that committee member Charlotte Håkonsen does not personally receive the remuneration as payment is made to the employer company in question, Aker ASA.
The voting result is set out on page 6.
11. ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS
The general meeting adopted the following resolution:
In accordance with the proposal from the nomination committee, Lone Fønss Schrøder and Elisabeth Heggelund Tørstad are re-elected in their (shareholder appointed) positions and Kjell Inge Røkke is elected as deputy director for a period of one year. In addition, the committee proposes the election of Anders Lindberg and Harald Thorstein as new directors for the same period.
Following this, the board of directors comprise of these shareholders appointed directors: Leif-Arne Langøy (chair), Øyvind Eriksen (deputy chair), Birgit Aagaard-Svendsen (director), Lone Fønss Schrøder (director),
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2026 © Aker Solutions
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Elisabeth Heggelund Tørstad (director), Anders Lindberg (director), Harald Thorstein (director) and Kjell Inge Røkke (deputy director).
The voting result is set out on page 6.
12. ELECTION OF MEMBERS TO THE NOMINATION COMMITTEE
The general meeting adopted the following resolution:
In accordance with the proposal from the nomination committee, Charlotte Håkonsen is re-elected as member of the committee and Nils Bastiansen is elected as chair of the committee. Leif Eriksrød is elected as new member of the committee. All for a period of one year.
Following this, the nomination committee will comprise of the following members: Nils H. Bastiansen (chair), Charlotte Håkonsen (member), Leif Eriksrød (member) and Svein O. Stoknes (deputy member).
The voting result is set out on page 6.
13. APPROVAL OF REMUNERATION TO THE AUDITOR FOR 2025
The chair of the general meeting presented the auditor's remuneration for 2025. The general meeting adopted the following resolution:
The general meeting approves the auditor's fee of NOK 3.835 million for the audit of Aker Solutions ASA for 2025.
The voting result is set out on page 6.
14. AUTHORIZATION TO THE BOARD OF DIRECTORS TO PURCHASE TREASURY SHARES IN CONNECTION WITH ACQUISITIONS, MERGERS, DEMERGERS OR OTHER TRANSACTIONS
The general meeting adopted the following resolution:
(a) The board is authorized to acquire own shares in the company up to an aggregate nominal value of NOK 53,154,045. The power of attorney also provides for agreements regarding pledges over its own shares.
(b) The highest and lowest purchase price for each share shall be NOK 300 and NOK 1, respectively. The authorization may only be used for the purpose of utilizing the company's shares as transaction currency in acquisitions, mergers, de-mergers or other transactions. The board is otherwise free to decide the method of acquisition and disposal of the company's shares. The authorization can also be used in situations referred to in section 6-17 of the Securities Trading Act.
(c) The power of attorney shall be exercised in accordance with the provisions of the Public Limited Liability Companies Act and is valid until the annual general meeting in 2027, though at the latest until June 30, 2027.
The voting result is set out on page 6.
AkerSolutions
2026 © Aker Solutions
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15. AUTHORIZATION TO THE BOARD OF DIRECTORS TO PURCHASE TREASURY SHARES IN CONNECTION WITH SHARE OR INCENTIVE PROGRAMS
The general meeting adopted the following resolution:
(a) The board is authorized to acquire own shares in the company up to an aggregate nominal value of NOK 53,154,045. The power of attorney also provides for agreements regarding pledges over its own shares.
(b) The highest and lowest purchase price for each share shall be NOK 300 and NOK 1, respectively. The authorization may only be used for the company's share or incentive programs for employees and/or directors as approved by the board of directors. The board is otherwise free to decide the method of acquisition and disposal of the company's shares. The power of attorney can also be used in situations referred to in section 6-17 of the Securities Trading Act.
(c) The authorization shall be exercised in accordance with the provisions of the Public Limited Liability Companies Act and is valid until the annual general meeting in 2027, though at the latest until June 30, 2027.
The voting result is set out on page 6.
16. AUTHORIZATION TO THE BOARD OF DIRECTORS TO PURCHASE TREASURY SHARES FOR THE PURPOSE OF INVESTMENT OR SUBSEQUENT SALE OR DELETION OF SHARES
The general meeting adopted the following resolution:
(a) The board is authorized to acquire own shares in the company up to an aggregate nominal value of NOK 53,154,045. The power of attorney also provides for agreements regarding pledges over its own shares.
(b) The highest and lowest purchase price for each share shall be NOK 300 and NOK 1, respectively. The authorization may only be used for the purpose of investment or for subsequent sale or deletion of such shares. The board is free to decide the method of acquisition and disposal of the company's shares. The power of attorney can also be used in situations referred to in section 6-17 of the Securities Trading Act.
(c) The power of attorney shall be exercised in accordance with the provisions of the Public Limited Liability Companies Act and is valid until the annual general meeting in 2027, though at the latest until June 30, 2027.
The voting result is set out on page 6.
AkerSolutions
2026 © Aker Solutions
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Stemmeoversikt / Voting overview
Aker Solutions ASA GENERALFORSAMLING / AGM 16 April 2026
Som registreringsansvarlig for avstemmingen på generalforsamlingen for aksjonærene i selskapet avholdt den 16 April 2026, BEKREFTES HERVED at resultatet av avstemmingen er korrekt angitt som følger:-
/
As scrutineer appointed for the purpose of the Poll taken at the General Meeting of the Members of the Company held on 16 April 2026, I HEREBY CERTIFY that the result of the Poll is correctly set out as follows:-
Totalt antall stemmeberettigede aksjer / Issued voting shares: 485,661,921
| STEMMER / VOTES FOR | % | STEMMER / VOTES MOT | % | STEMMER / VOTES AVSTÅR | STEMMER TOTALT / VOTES TOTAL | % AV STEMME-BERETTIG KAPITAL AVGITT STEMME / % ISSUED VOTING SHARES | IKKE AVGITT STEMME I MØTET / NO VOTES IN MEETING | |
|---|---|---|---|---|---|---|---|---|
| 2 | 351,352,507 | 100.00 | 0 | 0.00 | 715 | 351,353,222 | 72.35% | 346 |
| 3 | 351,347,807 | 100.00 | 0 | 0.00 | 5,415 | 351,353,222 | 72.35% | 346 |
| 5 | 350,412,257 | 99.76 | 827,010 | 0.24 | 113,955 | 351,353,222 | 72.35% | 346 |
| 6 | 347,796,189 | 98.99 | 3,552,441 | 1.01 | 4,592 | 351,353,222 | 72.35% | 346 |
| 8 | 257,998,898 | 73.44 | 93,301,678 | 26.56 | 52,646 | 351,353,222 | 72.35% | 346 |
| 9 | 351,296,674 | 100.00 | 9,048 | 0.00 | 47,500 | 351,353,222 | 72.35% | 346 |
| 10 | 351,297,514 | 100.00 | 7,565 | 0.00 | 48,143 | 351,353,222 | 72.35% | 346 |
| 11.1 | 347,338,249 | 98.86 | 3,987,633 | 1.14 | 27,340 | 351,353,222 | 72.35% | 346 |
| 11.2 | 345,258,674 | 98.27 | 6,067,208 | 1.73 | 27,340 | 351,353,222 | 72.35% | 346 |
| 11.3 | 350,576,516 | 99.79 | 749,366 | 0.21 | 27,340 | 351,353,222 | 72.35% | 346 |
| 11.4 | 274,287,599 | 78.07 | 77,038,283 | 21.93 | 27,340 | 351,353,222 | 72.35% | 346 |
| 11.5 | 350,990,641 | 99.90 | 335,439 | 0.10 | 27,142 | 351,353,222 | 72.35% | 346 |
| 12.1 | 350,995,495 | 99.91 | 329,987 | 0.09 | 27,740 | 351,353,222 | 72.35% | 346 |
| 12.2 | 351,325,482 | 100.00 | 0 | 0.00 | 27,740 | 351,353,222 | 72.35% | 346 |
| 12.3 | 350,991,495 | 99.91 | 329,987 | 0.09 | 31,740 | 351,353,222 | 72.35% | 346 |
| 13 | 348,826,838 | 99.29 | 2,494,897 | 0.71 | 31,487 | 351,353,222 | 72.35% | 346 |
| 14 | 243,069,689 | 69.19 | 108,261,198 | 30.81 | 22,335 | 351,353,222 | 72.35% | 346 |
| 15 | 310,617,190 | 88.42 | 40,697,541 | 11.58 | 38,491 | 351,353,222 | 72.35% | 346 |
| 16 | 243,069,689 | 69.19 | 108,261,198 | 30.81 | 22,335 | 351,353,222 | 72.35% | 346 |
Kai Bamberg
DNB Bank ASA
DNB Carnegie Issuer Services
Page 6 of 7
No further matters being on the agenda, the general meeting was adjourned.
Aker kvartalet/Lumi (digital) 16 April 2026
Leif-Arne Langøy
sign.
Marie Louise Juell
sign.
Appendix:
- Overview of shareholders represented at the annual general meeting, either in person digitally, by proxy, or by means of prior electronic voting
Aker Solutions
2026 © Aker Solutions
Page 7 of 7
Vedlegg 1 / Appendix 1: Fremmøtte aksjonærer / Shareholders present
| Totalt representert / | |||
|---|---|---|---|
| Attendance Summary Report | 10:30:41 | ||
| Aker Solutions ASA | |||
| Generalforsamling / AGM | |||
| 16 April 2026 | |||
| Antall personer deltakende i møtet / | 12 | ||
| Registered Attendees: | |||
| Totalt stemmeberettiget aksjer representert | 351,353,568 | ||
| / Total Votes Represented: | |||
| Totalt antall kontoer representert / | 568 | ||
| Total Accounts Represented: | |||
| Totalt stemmeberettiget aksjer / | 485,661,921 | ||
| Total Voting Capital: | |||
| % Totalt representert stemmeberettiget / | 72.35% | ||
| % Total Voting Capital Represented: | |||
| Totalt antall utstede aksjer / Total Capital: | 492,167,089 | ||
| % Totalt representert av aksjekapitalen / % Total Capital | 71.39% | ||
| Represented: | |||
| Selskapets egne aksjer / Company Own Shares: | 6,505,168 | ||
| Sub Total: | 12 | 0 | 351,353,568 |
| Kapasitet / Capacity | Registrerte Deltakere / Registered Attendees | Registrerte Ikke-Stemmeberettigede Deltakere / Registered Non-Voting | |
| Åtendeles | Registrerte Stemmer / Registered Votes | ||
| Aksjonær / Shareholder (web) | 9 | 0 | 31,338 |
| Styrets Leder med fullmakt / COB with proxy | 1 | 0 | 97,926 |
| Styrets leder med instruksjoner / COB with instruc | 1 | 0 | 284 |
| Forhåndsstemmer / Advance votes | 1 | 0 | 351,224,020 |
Kai Bamberg
DNB Bank ASA
DNB Carnegie Issuer Services