Aker Solutions — Proxy Solicitation & Information Statement 2026

Mar 26, 2026

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Proposal from the nomination committee of Aker Solutions ASA to the annual general meeting to be held on 16 April 2026

The nomination committee of Aker Solutions ASA (Company) comprises Ingebret G. Hisdal (chair), Nils Bastiansen and Charlotte Håkonsen. Svein O. Stoknes serves as deputy member to the committee.

The nomination committee has held fifteen meetings since the 2025 annual general meeting. The committee has, among other things reviewed the board's performance in 2025 and the board composition. As a basis for its assessments, the committee has conducted individual meetings with the chair of the board, other shareholder elected directors of the board, one of the employee elected directors of the board and the CEO. The committee has also received feedback from individual shareholders concerning the composition of the board.

In connection with the annual general meeting of Aker Solutions ASA to be held on 16 April 2026, the nomination committee submits the following unanimous proposal:

1. Election of directors to the board

The board has seven shareholder-elected directors, Leif-Arne Langøy (chair), Øyvind Eriksen (deputy chair), Jan Arve Haugan (director), Kjell Inge Røkke (director), Lone Fønss Schröder (director), Birgit Aagaard-Svendsen (director) and Elisabeth Heggelund Tørstad (director). All have had satisfactory attendance at board meetings.

The nomination committee has previously followed the practice of nominating directors for overlapping two-year terms. The committee notes that the Company competes in a rapidly changing marketplace, and that it is important for the nomination committee to retain the flexibility to nominate, and the general assembly the authority to determine, the overall composition of the board on an annual basis. Consequently, the nomination committee will change its practice and, going forward, will propose that directors be elected for one-year, i.e. until the next annual general meeting.

Jan Arve Haugan has announced that he is not available for re-election. Kjell Inge Røkke has informed the nomination committee that he wishes to step down from his current role due to other commitments. The nomination committee will take the opportunity to thank them for their strong contributions to the Company over many years.

The terms of office of Lone Fønss Schröder and Elisabeth Heggelund Tørstad expire in 2026. The nomination committee proposes that Lone Fønss Schröder and Elisabeth Heggelund Tørstad be re-elected as directors and that Kjell Inge Røkke be elected as a deputy director for the period from the annual general meeting in 2026 to the annual general meeting in 2027. In addition, the committee proposes the election of Anders Lindberg and Harald Thorstein as new independent directors for the same period.

Anders Lindberg (born 1965) is a senior executive with extensive experience from leading large global industrial organizations within energy, marine, offshore wind, rail and infrastructure. He currently serves as President of Wärtsilä Energy and Executive Vice President of Wärtsilä Corporation, where he is a member of the Board of Management. Lindberg has previously held CEO and president roles at Dellner Couplers AB, as well as several senior executive positions at Ørsted and Bombardier Transportation, including divisional president roles with global P&L responsibility. He has significant experience in strategy development, large-scale project execution, restructuring and growth management in complex international organizations. Lindberg holds a Master of Science in Electrical Engineering from the Royal Institute of Technology (KTH) in Stockholm and an MBA from the Stockholm School of Economics. Lindberg is a Swedish citizen.

Harald Thorstein (born 1979) is Founder and Partner of the London-based advisory firm Arkwright London. He holds an MSc in Industrial Economics and Technology Management from the Norwegian University of Science and Technology (NTNU). Thorstein is chair of the board of Jacktel AS and Coda Partners. He is a board member of listed companies including Yara International ASA and DOF Group ASA; he currently chairs the Audit Committee of Yara International. His previous experience includes senior roles at Seatankers Management Company, DNB Corporate Finance and Arkwright Norway. Thorstein has extensive board experience from both listed and privately held companies and brings broad international experience from the UK and Norway. Thorstein is a Norwegian citizen.

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In its deliberations, the nomination committee has emphasized that a well-functioning board should have a composition that covers all relevant fields of competence and experience to discharge its oversight responsibilities in a good manner, and to be well suited to deal with opportunities and challenges facing Aker Solutions ASA. It is the nomination committee's view that the proposed board composition ensures such qualities.

The proposed board composition is compliant with the requirements for independence as set out in the Norwegian Code of Practice for corporate governance (NUES).

If the general meeting adopts the above proposal, the board of Aker Solutions ASA will comprise the following shareholder-elected directors:

Board of directors	Election period
Leif-Arne Langøy (chair)	2025-2027
Øyvind Eriksen (deputy chair)*	2025-2027
Birgit Aagaard-Svendsen (director)	2025-2027
Lone Fønss Schröder (director)	2026-2027
Elisabeth Heggelund Tørstad (director)	2026-2027
Anders Lindberg (director)	2026-2027
Harald Thorstein (director)	2026-2027
Kjell Inge Røkke (deputy director)	2026-2027

*Øyvind Eriksen currently serves as deputy chair. It should be noted that the deputy chair is elected by the board of directors.

A presentation of the re-elected directors of the board, including information of which directors are considered to be independent, is to be found on pages 202-205 the Annual Report for 2025.

2. Election of members to the nomination committee

The nomination committee consists of three shareholder-elected members: Ingebret G. Hisdal (chair), Nils Bastiansen (member) and Charlotte Håkonsen (member). Svein O. Stoknes serves as deputy member of the committee.

Ingebret G. Hisdal has informed the committee that he is not available for re-election. Charlotte Håkonsen's terms of office expire in 2026. The nomination committee proposes Charlotte Håkonsen to be re-elected and that Nils Bastiansen is proposed as chair of the committee. The committee proposes that Leif Eriksrød is elected as a new member of the committee.

Leif Eriksrød is a senior portfolio manager and head of Alfred Berg's equity team. He has worked at the company since 2010 and manages Norwegian and Nordic equity portfolios. From 1995 through 2007, he served as Chief Investment Officer and portfolio manager at Delphi Funds, where he was responsible for the Norwegian and Nordic equity funds. He subsequently worked as Investment Director at Ventor AS and as an independent investor.

In line with the revised practice regarding terms of office, the nomination committee further proposes that members of the nomination committee be elected for one-year terms, from the annual general meeting in 2026 until the annual general meeting in 2027.

3. Proposed fees for the board of directors

The general meeting shall determine the remuneration of the board, the board's sub-committees and the nomination committee based on a proposal from the nomination committee. The remuneration survey carried out

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by the Norwegian Board Members Institute on board fees for 2025 as well as estimated general salary growth in 2026, has been the basis for the committee's assessments.

In order to align the fees with other comparable Norwegian listed companies, the nomination committee proposes to increase the fee to the chair, the deputy chair and the directors with approximately 10% for the period from the annual general meeting 2025 to the annual general meeting 2026. The fees to members of the audit committee are proposed to be increased with approximately 4% for the same period, while fees to the members of the remuneration committee are proposed to be increased to NOK 70 000 and NOK 60 000 for the chair and members respectively.

Position	Proposed fees 2025-2026 (NOK)	Fees 2024-2025 (NOK)
Chair	876 000	796 000
Deputy chair	671 000	610 000
Each of the other directors	470 000	428 000
Additional fee to the chair of the audit committee	263 000	253 000
Additional fee to each of the other members of the audit committee	155 000	148 000
Additional fee to the chair of the remuneration committee	70 000	48 000
Additional fees to each of the other members of the remuneration committee	60 000	43 000
Deputy director	78 000 per meeting*

*Limited upwards to NOK 470 000 for the period

Furthermore, it is proposed that directors and deputy directors residing outside of Norway, receive an additional fee of NOK 37 000 per meeting with physical attendance.

4. Proposed fees for the nomination committee

The nomination committee proposes to increase the fixed annual fee to the chair and member of the committee as well as the fee per meeting with approximately 4% for the period from the annual general meeting in 2025 to the annual meeting in 2026.

Position	Proposed fees 2025-2026 (NOK)	Fees 2024-2025 (NOK)
Nomination committee chair, fixed fee	59 000	57 000
Nomination committee chair, fee per meeting	8 300	8 000
Nomination committee member, fixed fee	48 000	46 000
Nomination committee member, fee per meeting	8 300	8 000

© 2026 Aker Solutions

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As per normal practise of Aker companies, senior executives do generally not receive directors' or nomination committee fees from other companies within Aker. The fees are in such cases paid directly to the company of which the relevant director or nomination committee member is an employee. Consequently, the fees for the period from the previous annual general meeting until the 2025 annual general meeting applicable to Øyvind Eriksen and Charlotte Håkonsen will be paid to Aker ASA.

Fornebu, 26 March 2026

On behalf of the nomination committee of Aker Solutions ASA

Ingebret G. Hisdal

Chair of the nomination committee

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