Aker Solutions — M&A Activity 2020

Nov 10, 2020

Aker Solutions ASA: Merger With Kværner ASA Completed - New Board of Directors and New Share Capital

Aker Solutions ASA: Merger With Kværner ASA Completed - New Board of Directors and New Share Capital

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN,

OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION

WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

November 10, 2020 - Reference is made to the stock exchange announcement made by

Aker Solutions ASA ("Aker Solutions") earlier today regarding the expiration of

the creditor notice period for the merger (the "Merger") with Kværner ASA

("Kvaerner") and the Board of Directors' resolution to complete the Merger.

The Merger has now been completed by registration in the Norwegian Register of

Business Enterprises. The Merger contemplates that Aker Solutions will absorb

all the assets, rights and obligations of Kvaerner and that Kvaerner is

dissolved.

As a result, and in accordance with the resolutions made by the extraordinary

general meeting held on September 25, 2020, the following changes have also

taken effect:

New Board of Directors (shareholder-elected):

· Leif-Arne Langøy (chairman)

· Kjell Inge Røkke

· Øyvind Eriksen

· Birgit Aagaard-Svendsen

· Lone Fønss Schrøder

· Thorhild Widvey

· Jan Arve Haugan

New Share Capital

As a result of the Merger, Aker Solutions has issued 220,122,700 new ordinary

shares as merger consideration (the "Consideration Shares"), and its new share

capital is NOK 531,540,456.12 divided into 492,167,089 shares, each having a

nominal value of NOK 1.08.

ENDS

Investor Contact:

Fredrik Berge, mob: +47 450 32 090, email: fredrik.berge@akersolutions.com

Aker Solutions helps the world meet its energy needs. We engineer the products,

systems and services required to unlock energy. Our goal is to maximize recovery

and efficiency of oil and gas assets, while using our expertise to develop the

sustainable solutions of the future. Aker Solutions employs approximately 15,000

people in more than 20 countries.

Visit akersolutions.com and connect with us on

Facebook (https://www.facebook.com/AkerSolutions/),

Instagram (https://instagram.com/akersolutions/),

LinkedIn (https://www.linkedin.com/company/aker-solutions),

Twitter (https://twitter.com/akersolutions) and

YouTube (https://www.youtube.com/akersolutions).

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

subject to our disclaimer, see https://akersolutions.com

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of Aker Solutions or

Kvaerner. The distribution of this announcement and other information may be

restricted by law in certain jurisdictions. Copies of this announcement are not

being made and may not be distributed or sent into any jurisdiction in which

such distribution would be unlawful or would require registration or other

measures. Persons into whose possession this announcement or such other

information should come are required to inform themselves about and to observe

any such restrictions.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities laws.

Neither Aker Solutions nor Kvaerner intend to register any part of their

securities in the United States or to conduct a public offering of securities in

the United States. Any sale, offer or delivery in United States of the

securities mentioned in this announcement will be made solely to U.S.

shareholders of Kvaerner who are (i) non-U.S. persons as defined in Regulation S

of the Securities Act, or (2) "accredited investors" as defined under Regulation

D of the Securities Act.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The expression "Prospectus

Regulation" means Regulation 2017/1129 as amended together with any applicable

implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons

in the United  Kingdom that are (i) investment professionals falling within

Article 19(5) of the Financial Services  and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,

and other persons to whom this announcement may lawfully be communicated,

falling within Article 49(2)(a) to (d) of the Order (all such persons together

being referred to as "relevant persons"). This communication must not be acted

on or relied on by persons who are not relevant persons. Any investment or

investment activity to which this communication relates is available only for

relevant persons and will be engaged in only with relevant persons. Persons

distributing this communication must satisfy themselves that it is lawful to do

so.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue", "should" and

similar expressions. The forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Although Aker Solutions and Kvaerner believe that these assumptions

were reasonable when made, these assumptions are inherently subject to

significant known and unknown risks, uncertainties, contingencies and other

important factors which are difficult or impossible to predict and are beyond

its control.

Actual events may differ significantly from any anticipated development due to a

number of  factors, including without limitation, changes in public sector

investment levels, changes in the  general economic, political and market

conditions in the markets in which Aker Solutions and Kvaerner operate, Aker

Solutions and Kvaerner's ability to attract, retain and motivate qualified

personnel, changes in Aker Solutions' and Kvaerner's ability to engage in

commercially acceptable acquisitions and strategic investments, and changes  in

laws and regulation and the potential impact of legal proceedings and actions.

Such risks, uncertainties, contingencies and other important factors could cause

actual events to differ materially from the expectations expressed or implied in

this release by such forward-looking statements. Neither Aker Solutions nor

Kvaerner guarantees that the assumptions underlying the forward-looking

statements in this announcement are free from errors nor does it accept any

responsibility for the future accuracy of the opinions expressed in this

announcement or any obligation to update or revise the statements in this

announcement to reflect subsequent events. You should not place undue reliance

on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. Neither Aker Solutions nor Kvaerner undertakes any obligation to review,

update, confirm, or to release publicly any revisions to any forward-looking

statements to reflect events that occur or circumstances that arise in relation

to the content of this announcement.

Skandinaviska Enskilda Banken AB (publ) is acting exclusively for Aker Solutions

in connection with the merger and for no one else and will not be responsible to

anyone other than Aker Solutions for providing the protections afforded to its

clients or for providing advice in relation to the merger.

Arctic Securities AS is acting exclusively for Kvaerner in connection with the

merger and for no one else and will not be responsible to anyone other than

Kvaerner for providing the protections afforded to its clients or for providing

advice in relation to the merger.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities of Aker Solutions or Kvaerner.

Neither Skandinaviska Enskilda Banken AB (publ), Arctic Securities AS nor any of

their respective affiliates accepts any liability arising from the use of this

announcement.

This information is subject of the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.