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Aker Solutions Capital/Financing Update 2014

Sep 26, 2014

3531_iss_2014-09-26_8d09d168-1900-4736-aee6-93d53f12b05b.html

Capital/Financing Update

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Registration of Aker Solutions Demerger

Registration of Aker Solutions Demerger

September 26, 2014 - The consummation of the demerger of Aker Solutions ASA (the

existing Aker Solutions) was registered with the Norwegian Registry of Business

Enterprises after the close of trading on the Oslo Stock Exchange on September

26, 2014.

The separation of Aker Solutions into two independent companies was announced on

April 30 and approved by shareholders on August 12, 2014. The completion of the

demerger involves changes to the share capital, the registration of new boards

of directors, changes in company names and trading tickers and adoption of new

articles of association, as outlined below.

As a consequence of the demerger, the share capital of the existing Aker

Solutions (to be renamed Akastor) has been reduced to NOK 162,208,000 from NOK

454,840,000 through a reduction of the par value of each existing share in Aker

Solutions to NOK 0.592 from NOK 1.66. Simultaneously, with the reduction in the

existing Aker Solutions' share capital, the new Aker Solutions' share capital

has been (i) reduced to zero from NOK 1,000,000 by redeeming all shares in the

new Aker Solutions and distributing the reduced amount to the existing Aker

Solutions (to be renamed Akastor) and (ii) increased to NOK 293,807,940.12 from

zero by issuing 272,044,389 consideration shares in the new Aker Solutions to

eligible shareholders. The consideration shares each have a par value of NOK

1.08 and are issued at a ratio of one consideration share in the new Aker

Solutions for each share in the existing Aker Solutions.

The consideration shares in the new Aker Solutions will be distributed on a pro

rata basis to shareholders of the existing Aker Solutions as of the expiry of

the September 26, 2014 cut-off date, as such shareholders appear in the

shareholders register for the existing Aker Solutions at the Norwegian Central

Securities Depositary (VPS) as of October 1, 2014 (record date). The

consideration shares in the new Aker Solutions will be delivered and made

available to eligible shareholders on October 2, 2014.

With the registration of the demerger, the new board of directors of Akastor ASA

was registered with the Norwegian Registry of Business Enterprises. The board of

Akastor ASA consists of the shareholder-elected members Øyvind Eriksen

(Chairman), Kjell Inge Røkke, Lone Fønss Schrøder, Sarah Ryan and Kathryn M.

Baker and the employee-elected members Jannicke Sommer-Ekelund, Stig Faraas and

Asbjørn Pettersen. Frank O. Reite was registered as the Chief Executive Officer

of Akastor ASA.

The board of directors of the new Aker Solutions was also registered with the

Norwegian Registry of Business Enterprises. The board of the new Aker Solutions

consists of the shareholder-elected members Øyvind Eriksen (Chairman), Kjell

Inge Røkke, Anne Drinkwater, Koosum Kalyan and Stuart Ferguson and the employee-

elected members Atle Teigland, Åsmund Knutsen and Hilde Karlsen.

The existing Aker Solutions has on completion of the demerger changed its name

to Akastor ASA and has since Friday, September 26 traded under the ticker AKA on

the Oslo Stock Exchange. The new Aker Solutions has simultaneously changed its

name to Aker Solutions ASA and will from Monday, September 29 trade under the

AKSO ticker on the stock exchange.

The above-mentioned capital and name changes have resulted in updated articles

of association for both Akastor ASA and the new Aker Solutions. The updated

articles are included in this release and are also made available at

http://akersolutions.com/Articles-of-association and

http://akastor.com/articles-of-association.

As part of the completion of the demerger, the two bond loans issued by the

existing Aker Solutions in 2012 with ISIN NO 001064743.1 (ticker AKSO01) and

ISIN NO 0010661051 (ticker AKSO02) have also been transferred to the new Aker

Solutions. The first day of trading of the bonds in the name of the new Aker

Solutions will be September 29, 2014.

ENDS

For further information, please contact:

Media:

Bunny Nooryani, Chief Communications Officer, Aker Solutions. Tel:

+47 67 59 42 71, Mob: +47 480 27 575, E-mail: [email protected]

Investor relations:

David Phillips, Head of Industry & Investor Relations, Aker Solutions. Tel:

+44 208 811 7111, Mob: +44 7788 338 887, E-mail:

[email protected]

Lasse Torkildsen, SVP Investor Relations, Aker Solutions. Tel: +47 67 51 30 39,

Mob: +47 911 37 194, E-mail: [email protected]

Career opportunities:

Visit http://www.akersolutions.com/careers

Aker Solutions is a global provider of products, systems and services to the oil

and gas industry. Our engineering, design and technology bring discoveries into

production and maximize recovery from each petroleum field. We employ

approximately 28,000 people in about 30 countries. Go to www.akersolutions.com

for more information on our on our business, people and values.

This press release may include forward-looking information or statements and is

subject to our disclaimer, see www.akersolutions.com.

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#1858727]