Aker Solutions — M&A Activity 2020

Aug 21, 2020

Aker Solutions ASA: Notice of Extraordinary General Meeting Regarding Merger With Kvaerner

Aker Solutions ASA: Notice of Extraordinary General Meeting Regarding Merger With Kvaerner

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.

August 21, 2020 - Reference is made to the stock exchange announcement by Aker

Solutions ASA ("Aker Solutions") on July 17, 2020, regarding, among other

things, the contemplated merger with Kværner ASA ("Kvaerner") as further set out

in the merger plan dated July 17, 2020 (the "Merger").

The Merger contemplates that Aker Solutions will absorb all the assets, rights

and obligations of Kvaerner and that Kvaerner is dissolved. Completion of the

Merger is conditional upon, inter alia, the approval by the general meetings in

each of Aker Solutions and Kvaerner.

Aker Solutions hereby calls for an extraordinary general meeting to be held on

September 25, 2020, at 09:00 CEST, whereby, among other things, the approval of

the Merger is on the agenda. The meeting will be held at the headquarters of

Aker Solutions at Oksenøyveien 8, 1366 Lysaker, Norway.

Due to the COVID-19 situation, we urge shareholders to vote electronically prior

to the meeting or issue a proxy to the chairman, and not attend physically.

Go to https://akersolutions.com/egm-2020-merger to cast your vote. The deadline

for prior voting is 16:00 CEST on September 23, 2020.

Please find attached the following documents:

· The notice of the general meeting including attendance and proxy forms

· The proposed resolutions for the general meeting in English and Norwegian

· The proposal from the nomination committee

· The merger plan including appendices, the report from the board of directors

and the expert statements

· The updated guidelines for remuneration of executive management

All documents to be processed in the meeting will be made available on

https://akersolutions.com/egm-2020-merger

ENDS

Media Contact:

Ivar Simensen, mob: +47 464 02 317, email: ivar.simensen@akersolutions.com

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 13,000

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 or 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.

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), Carnegie AS, 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.