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Aker Solutions Proxy Solicitation & Information Statement 2026

Mar 26, 2026

3531_rns_2026-03-26_07a9ea7e-9796-4535-a4fe-e4cdbac1ddc6.pdf

Proxy Solicitation & Information Statement

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Aker Solutions

Notice of Annual General Meeting of Aker Solutions ASA

Notice is hereby given of the annual general meeting of Aker Solutions ASA. The general meeting will be held on Thursday April 16, 2026 at 10:00 CEST as a digital meeting (in Norwegian) with electronic voting and no physical attendance for shareholders.

Shareholders wishing to attend the general meeting, are invited to follow this via webcast and cast votes electronically in the meeting. Alternatively, shareholders can vote electronically in advance of the meeting or vote by way of using a power of attorney. Please see further information under section "Participation" and guideline for digital attendance available on the company's website.

The following matters are on the agenda of the meeting:

  1. Opening of the annual general meeting by the chair (no voting)
  2. Approval of summons and agenda
  3. Appointment of a person to co-sign the minutes of meeting together with the chair
  4. Information about the business (no voting)
  5. Approval of the 2025 annual accounts of Aker Solutions ASA, the group's consolidated accounts and the board of directors' report, including distribution of ordinary dividend
    The board proposes an ordinary dividend of NOK 3.60 per share
  6. Approval of extraordinary cash dividend
    The board proposes an extraordinary cash dividend of NOK 5.00 per share
  7. Consideration of the board of directors' report on corporate governance (no voting)
    The report is available at the company's website (Corporate Governance Report for 2025)
  8. Advisory vote on the board of directors' remuneration report for executive management
    The report is available at the company's website (Aker Solutions remuneration report)
  9. Approval of remuneration to the members of the board of directors, the audit committee and the remuneration committee
  10. Approval of remuneration to the members of the nomination committee
  11. Election of members to the board of directors
  12. Election of members to the nomination committee
  13. Approval of remuneration to the auditor for 2025
  14. Authorization to the board of directors to purchase treasury shares in connection with acquisitions, mergers, demergers or other transactions
  15. Authorization to the board of directors to purchase treasury shares in connection with share or incentive programs
  16. Authorization to the board of directors to purchase treasury shares for the purpose of investment or subsequent sale or deletion of shares

The shares of the company and the right to vote for shares

The company's share capital is NOK 531,540,456.12 divided into 492,167,089 shares each having a par value of NOK 1.08. There are no limitations for voting rights set out in the articles of association, however, no voting rights may be exercised for the company's own shares (treasury shares) or for shares held by the company's subsidiaries. As per the date hereof, the company holds 6,911,906 own shares. Each share is entitled to one vote. Pursuant to section 8 of the articles of association and section 5-12 of the Norwegian Public Limited Liability Companies Act, the annual general meeting will be opened and chaired by the chair of the board of directors, Leif-Arne Langey, or a person appointed by him.

Each shareholder has the right to vote for the number of shares owned by the shareholder on Thursday April 9, 2026 (the record date). Owners of shares held through a custodian must additionally ensure that the company is notified separately, See section "Shares held on custodian accounts".

The shareholders' rights

A shareholder cannot demand that new items are added to the agenda when the deadline for such request has expired, cf. section 5-11 second sentence of the Norwegian Public Limited Liability Companies Act. A shareholder has the right to make proposals for a resolution regarding the items which will be considered by the general meeting.

A shareholder has the right to require board members and the general manager to provide necessary information to the general meeting that may affect the consideration of:

  1. the approval of the annual accounts and the annual report;
  2. items which have been presented to the shareholders for decision; and
  3. the company's financial position, including information on other companies in which the company participates, and other items to be considered at the general meeting, unless the information requested may not be disclosed without causing disproportionate damage to the company

If additional information is necessary, and an answer cannot be given at the general meeting, a written answer shall be prepared within two weeks from the date of the general meeting. Such answer shall be available to the shareholders at the company's premises and be sent to shareholders requesting the information. If the answer is considered material for evaluation of the circumstances mentioned in the previous paragraph, the answer should be sent to all shareholders with known address.

Participation

The annual general meeting will be held as a digital meeting via Lumi AGM on https://dnb.lumiconnect.com/100-519-123-015.

Click on the link or copy the URL into your browser to attend the general meeting. Aker Solutions ASA meeting ID will be: 100-519-123-015

By participating online via Lumi AGM shareholders can vote on each agenda item, submit written questions from smartphones, tablets or stationary devices as well as follow live webcast (in Norwegian). No pre-registration is required for shareholders who want to participate, but shareholders must be logged on before the general meeting starts. Note that it will not be possible to log on to the meeting after it has started. We therefore encourage shareholders to log in well in advance of the general meeting. The general meeting is open for login one hour before start-up.

Secure identification of shareholders will be done using the PIN code and reference number listed on the attached form or on the shareholder's account in VPS Investor Services.

More information and guideline regarding digital participation via Lumi AGM is available on www.akersolutions.com.

Shares held in custodian accounts

According to the Public Limited Liability Companies section 1-8, as well as regulations on intermediaries covered by the Central Securities section 4-5 and related implementing regulations, notice is sent to custodians who pass on to shareholders for whom they hold shares. Shareholders must communicate with their custodians, who is responsible for conveying votes, proxies or enrolment. Custodians must according to section 5-3 of the Public Limited Liability Companies Act register this with the company no later than two (2) working days before the general meeting, i.e. no later than Tuesday April 14, 2026.

Voting prior to the general meeting

Instead of participating online, shareholders may prior to the annual general meeting vote in advance electronically on each agenda item via the company's website www.akersolutions.com or via "Investorjenester" (Investor services) (PIN code and reference number from this notice of annual general meeting is required). Advance voting must be submitted by April 14, 2026 at 09:00 (CEST). Up until the deadline, votes already cast may be changed or withdrawn.

Shareholders who wish to vote at the annual general meeting by using a proxy can submit this via the company's website www.akersolutions.com or via "Investorjenester" (VPS Investor services), a service offered by most

Copyright © Aker Solutions 2026


registrars in Norway, or by completing and returning the enclosed proxy form scanned by email to [email protected], or alternatively by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. The proxy form must be received no later than Tuesday April 14, 2026 at 09:00 (CEST).

Proxy with or without voting instructions can, if desirable, be given to the chair of the board of directors, Leif-Arne Langøy, or the person he appoints. Form for proxy, with further instructions is attached to this notice.

Shareholders that choose to log in to the digital meeting via Lumi AGM even if they have voted in advance or given a proxy, with or without voting instructions, will not have the opportunity to vote on the items.

Electronic Investor Information and change of address

Aker Solutions urges shareholders to receive investor messages from the Norwegian Central Securities Depository (Euronext VPS) electronically, both from an environmental and cost perspective. To receive investor information electronically, including invitations to general meetings and change of address, visit your online bank or https://investor.vps.no/garm/auth/login.


The following documents will be available on www.akersolutions.com:

  • this notice and the enclosed form for proxy
  • the board of directors' proposed resolutions for the annual general meeting for the items listed above
  • the recommendation of the nomination committee
  • the board of directors' proposed 2025 annual accounts of Aker Solutions ASA, the consolidated accounts for the group, the board of directors' report and the auditor's report (all of which are included in the company's annual report for 2025)
  • Aker Solutions corporate governance report for 2025
  • Aker Solutions remuneration report for 2025
  • articles of association
  • Guide for online participation

Any shareholder who wants to receive the documents can contact the investor relations department – contact data is available at www.akersolutions.com > Investors > Scroll down to “Contact IR” > Click “Send message” > fill in name, email address and message > press send.

March 18, 2026

Aker Solutions ASA

The board of directors

Enclosure:

Notice of attendance/proxy

Copyright © Aker Solutions 2026


Aker Solutions

Notice of Annual General Meeting

The general meeting of Aker Solutions ASA will be held as a digital meeting on Thursday April 16, 2026 at 10:00 CEST.

PIN code:

Ref. no:

The shareholder is registered with the following amount of shares and may vote for:

IMPORTANT MESSAGE

The annual general meeting will be held as a digital meeting only with no physical attendance for shareholders.

Please log in at https://dnb.lumiagm.com/108360112. You must identify yourself using the reference number and PIN code from VPS that you will find in Investor Services (Corporate Actions – General Meeting – ISIN) or sent you by post (for shareholders who have not registered for electronic reception). Shareholders can also receive their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (8:00–15:00 CEST) or by e-mail [email protected].

On the company's web page www.akersolutions.com you will find an online guide describing how you as a shareholder can participate at the digital annual general meeting.

Deadline for registration of advance votes, proxies and instructions: April 14, 2026 at 09:00 CEST

Advance votes

The Company accepts advance voting for the general meeting. Advance votes must be submitted electronically, via the Company's website www.akersolutions.com (use ref and pin code above) or through VPS Investor Services. Chose Corporate Actions - General Meeting, click on ISIN. Advance votes can be amended or withdrawn at any point before the registration deadline.

Participation

The annual general meeting will be held digitally and it will not be possible to attend in person. Pre-registration is not required to participate. Please see the separate guideline for information on how to participate. Shareholders must be logged on before the meeting starts. We therefore encourage shareholders to log on in due time. Note that if you are not logged in before the general meeting starts, you will not be able to attend. Log in starts one hour before.

Please note that shareholders who do not wish to participate online or vote in advance have the opportunity to grant a proxy to another person. Information on how this can be done follows below:

Proxy without voting instructions

Ref. no:

PIN code:

If you are unable to attend the annual general meeting in person, this proxy may be used by a person authorised by you, or you may send the proxy without naming the proxy holder. If you send the proxy without naming the proxy holder, the proxy will be given to the chair of the board of directors or an individual authorised by him.

The proxy form should be received no later than 09:00 CEST on April 14, 2026.

The proxy should be submitted electronically through Aker Solutions ASA's website www.akersolutions.com or through VPS Investor Services. You may also sent the proxy by e-mail: [email protected] or by post to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway. If the shareholder is a company, the company's certificate of registration must be attached to the proxy. The proxy form must be dated and signed in order to be valid.

The undersigned:

hereby grants (tick one of the two):

☐ the chair of the Board of Directors (or a person authorised by him), or

☐ NB: Proxy holder must send an e-mail to [email protected] for log in details

Name of proxy holder (in capital letters)

a proxy to attend and vote my/our shares at the annual general meeting of Aker Solutions ASA on April 16, 2026.

Place

Date

Shareholder's signature

(Signature only when granting a proxy)

With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5.

Copyright © Aker Solutions 2026


Proxy with voting instructions

Ref. no:

PIN code:

If you are unable to attend the annual general meeting in person, you may use this proxy form to give voting instructions. It is also possible to cast votes in advance, see separate section above. You may grant a proxy with voting instructions to a person authorised by you, or you may send the proxy without naming the proxy holder, in which case the proxy will be deemed to have been given to the chair of the board of directors or a person authorised by him.

The proxy form must be received by DNB Bank ASA, Registrar's Department, no later than 09:00 CEST on April 14, 2026.

Proxies with voting instructions to chair of the Board of Directors cannot be submitted electronically and must be sent by e-mail: [email protected] (scanned form) or by post to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.

Proxies with voting instructions must be dated and signed to be valid.

The undersigned:

hereby grants the chair of the Board of Directors (or a person authorised by him) a proxy to attend and vote my/our shares at the annual general meeting of Aker Solutions ASA on April 16, 2026.

The votes shall be exercised in accordance with the instructions below. Please note that if any items below are not voted on (left blank); this will be deemed to be an instruction to vote "for" the proposals in the notice. However, if any motions are made from the floor, in addition to or replacement of, the proposals in the notice, the proxy holder may vote or abstain from voting at his discretion. In such case, the proxy holder will vote on the basis of his reasonable understanding of the motion. The same applies if there is any doubt as to how the instructions should be understood. Where no such reasonable interpretation is possible, the proxy holder may abstain from voting.

Agenda for the Annual General Meeting 2026 For Against Abstention
1 Opening of the annual general meeting by the chair (no voting)
2 Approval of summons and agenda
3 Appointment of a person to co-sign the minutes together with the chair
4 Information about the business (no voting)
5 Approval of the 2025 annual accounts of Aker Solutions ASA, the group's consolidated accounts and the board of directors' report, including distribution of dividend
6 Approval of extraordinary cash dividend
7 Consideration of the board of directors' report on corporate governance (no voting)
8 Advisory vote on the board of directors' remuneration report for executive management
9 Approval of remuneration to the members of the board of directors, the audit committee and the remuneration committee
10 Approval of remuneration to the members of the nomination committee
11 Election of members to the board of directors
Lone Fønss Schrøder (director)
Elisabeth Heggelund Tørstad (director)
Anders Lindberg (director)
Harald Thorstein (director)
Kjell Inge Røkke (deputy director)
12 Election of members to the nomination committee
Charlotte Håkonsen
Leif Eriksrød
Nils Bastiansen (chair)
13 Approval of remuneration to the auditor for 2025
14 Authorization to the board of directors to purchase treasury shares in connection with acquisitions, mergers, demergers or other transactions
15 Authorization to the board of directors to purchase treasury shares in connection with share and incentive programs
16 Authorization to the board of directors to purchase treasury shares for the purpose of investment or subsequent sale or deletion of shares

Place

Date

Shareholder's signature

(Signature only when granting a proxy)

With regard to rights of attendance and voting, reference is made to the Norwegian Public Limited Liability Companies Act, in particular Chapter 5.

Copyright © Aker Solutions 2026