Aker — AGM Information 2014

Apr 11, 2014

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Aker ASA Annual general meeting

Oslo | 11 April 2014

Agenda

• 1. Opening of the annual general meeting, including approval of the notice and agenda.
• 1. Appointment of a person to co-sign the minutes of meeting along with the meeting chair.
• 1. Presentation of business activities.
• 1. Approval of the 2013 annual accounts of Aker ASA and group's consolidated accounts and the Board of directors report, including distribution of dividend.
• 1. Consideration of the Board of directors' declaration regarding stipulation of salary and other remuneration to executive management of the company.
• 1. Consideration of the corporate governance statement.
• 1. Stipulation of remuneration to the members of the Board of directors and the audit committee.
• 1. Stipulation of remuneration to the members of the nomination committee.
• 1. Election of members to the Board of directors.
• 1. Election of members to the nomination committee.
• 1. Approval of remuneration to the auditor for 2013.
• 1. Authorisation for the Board of directors to purchase treasury shares in connection with acquisitions, mergers, de-mergers or other transfers of business.
• 1. Authorisation for the Board of directors to purchase treasury shares in connection with the share program for employees.
• 1. Authorisation for the Board of directors to purchase treasury shares for the purpose of subsequent deletion of shares.

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3. Presentation of business activities

Trond Brandsrud | CFO

Annual General Meeting

• Net asset value: gained 4.7% to NOK 24 billion
• Returns: total annual shareholder return 10% (OSEBX 24%)
• Upstream cash: dividends to Aker increased 85% to NOK 852 million
• Dividend: Aker's Board proposes NOK 13 per share

(5.9% yield and 3.9% of NAV)

Changes in NAV in 2013 Aker ASA and holding companies

NOK billion

Aker: A reliable dividend stock

NOK per share

% of NAV

Dividend policy

The company's policy is to pay annual dividends of 2-4 per cent of net asset value (NAV), with the intention of sustaining nominal increasing payments

2010	2011	2012	2013	2014
8.00	10.00	11.00	12.00	13.001)	Dividend payment (NOK)
3.0	4.0	4.0	3.7	3.9	% of NAV
5.0	7.1	7.1	5.7	5.9	2) % of share price (direct yield)

1) Proposed dividend

2) As per end of the preceding year

Aker's dividend income 2009 – 2013

NOK million

Dividend income

	2012	2013	2015	2020
Aker Solutions				
Kværner				
Det norske				
Ocean Yield				
Aker BioMarine				
Havfisk				

This is Aker As per 31.12.2013 (NOK BN)

Industrial Holdings				Financial Investments
	Aker Solutions1))	34.2%	10.2	2.5	Cash
	Kvaerner2)	28.7%	0.9	0.4	Receivables excl. Fornebuporten
	Det norske	50%	4.7	1.2	Real estate (receivables and invest.)
	Aker BioMarine	100%	1.8	0.2	Equity Investments excl. Fornebuporten
	Ocean Yield	73.4%	3.4	3.5	Fund Investments
	Havfisk	73.2%	0.7	0.3	Other Financial Investments
Owned partly through Aker Kvaerner Holding, in which Aker has a 70% 1)			21.6	8.2

ownership interest, giving Aker a 28.2% stake in Aker Solutions. Additionally, Aker has a direct ownership interest in Aker Solutions of 6%.

21.6 8.2

2) Owned through Aker Kvaerner Holding, in which Aker has a 70% ownership interest.

Other 9%

Aker Financial Statements

Aker ASA and holding companies Income statement

2012	2013
47	-
(235)	(236)
(189)	(236)
(15)	(14)
(17)	252
309	822
89	825

Aker ASA and holding companies Balance sheet

AKER

(in NOK million)	2012	2013
Intangible, fixed, and non-interest-bearing assets	264	237
Interest-bearing fixed assets	1 321	605
Investments	12 034	15 762
Non-interest-bearing short-term receivables	56	59
Interest-bearing short-term receivables	285	15
Cash	3 106	2 459
Total assets	17 066	19 137
Equity	12 361	12 417
Non-interest-bearing debt	1 236	1 320
Interest-bearing debt, internal	-	135
Interest-bearing debt, external	3 469	5 266
Equity and liabilities	17 066	19 137
Net interest bearing debt(-)/receivables(+)	1 243	(2 321)
Equity ratio	72%	65%
Equity per share	172.9	171.7

Aker group Income statement

(in NOK million)	2012	2013
Operating revenue	5 952	8 086
Operating profit before depreciation and amortisation	(519)	284
Depreciation and amortisation	(896)	(1 415)
Impairment charges and other non recurring items	(2 337)	(836)
Operating profit	(3 752)	(1 967)
Net financial items	(500)	(310)
Share of profit of associated companies	1 146	979
Profit before tax	(3 106)	(1 297)
Income tax expense	2 969	2 129
Profit for the year continued operations	(137)	832
Loss for the period from discontinued operations net of tax	-	-
Result for the year	(137)	832
Change in other comprehensive income, net of income tax	(353)	1 174
Total comprehensive income for the year	(490)	2 006
Attributable to:
Equity holders of the parent	(298)	1 746
Minority interests	(193)	260
Total comprehensive income for the year	(490)	2 006

Aker group Balance sheet

(in NOK million)	2012	2013
Assets:
Interest-bearing long-term receivables	1 483	1 904
Other non-current assets	28 219	34 399
Total non-current assets	29 702	36 303
Interest-bearing short-term receivables	28	423
Cash and cash equivalents	5 471	5 834
Other current assets	3 372	3 698
Total current assets	8 871	9 955
Total assets	38 573	46 257
Equity and liabilities:
Total equity attributable to equity holders of the parent	9 460	10 458
Minority interests	9 350	10 119
Total equity	18 810	20 577
Interest-bearing loans	11 264	17 315
Other non-current liabilities	3 671	3 471
Total non-current liabilities	14 935	20 786
Interest-bearing short-term debt Other current liabilities Total current liabilities	2 291 2 537 4 828	1 668 3 226 4 894
Total liabilities	19 763	25 680
Total equity and liabilities	38 573	46 257

Aker ASA Income statement

(in NOK million)	2012	2013
Operating expenses	(222)	(216)
Depreciation	(15)	(15)
Operating profit (loss)	(237)	(231)
Received dividends and group contribution	461	852
Gain on sale of shares	3	33
Impairment and reversal of earlier years impairment of shares, receivables, etc.	4 207	(861)
Other financial items	(98)	(137)
Profit before tax	4 336	(344)
Tax	-	(16)
Profit after tax	4 336	(360)
Allocation of profit/loss for the year:
Profit (+) / loss (-)	4 336	(360)
Dividend	(868)	(940)
Transferred from (+) / allocated to (-) other equity	(3 468)	1 300

Aker ASA Balance sheet

(in NOK million)	2012	2013
Assets:
Deferred tax assets	-	-
Tangible fixed assets	196	183
Shares in subsidiaries	19 225	21 235
Other long -term investments in shares	66	1 782
Investments in associated companies and other shares	2	2
Long -term receivables from Group companies	7 617	5 993
Other non -current assets	48	74
Total non -current assets	27 154	29 269
Short -term receivables from Group companies	332	2
Other short -term receivables	9	59
Cash and cash equivalents	3 072	2 290
Total current assets	3 413	2 351
Total assets	30 567	31 620
Equity and liabilities:
Total equity	18 886	17 693
Total long -term provisions	204	226
Long -term liabilities to Group companies	953	979
Long -term subordinated debt to Group companies	6 085	6 418
Other long -term liabilities	3 469	5 266
Total other long -term liabilities	10 507	12 663
Short -term liabilities to Group companies	-	-
Other short -term liabilities	970	1 038
Total current liabilities	970	1038
Total equity and liabilities	30 567	31 620

4. Approval of the 2013 annual accounts of Aker ASA and group consolidated accounts and the Board of directors' report, including distribution of dividend.

The general meeting approves the annual accounts for 2013 for Aker ASA, the group consolidated accounts and the Board of directors' report, including the proposal from the Board of directors for distribution of dividend for 2013 of NOK 13 per share, which implies an aggregate distribution of dividend of NOK 940 million.

5. Consideration of the Board of directors' declaration regarding stipulation of salary and other remuneration to executive management of the company.

The general meeting endorses the Board of directors' statement contained in note 38 to the consolidated accounts of the Norwegian annual report.

6. Consideration of the statement of corporate governance.

The Board of directors statement of corporate governance is available at the company's web site www.akerasa.com.

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Proposal from the nomination committee

Nomination committee

Composition

• Leif-Arne Langøy, chairman
• Gerhard Heiberg
• Kjetil Kristiansen

Work

• Three meetings held
• Evaluated the board's performance
• Received input from shareholders

Board composition

Finn Berg Jacobsen (deputy chairman)

Kristin K. Devold

Stine Bosse

Leif O. Høegh

Karen Simon

Elected by the shareholders

Atle Tranøy

Tommy Angeltveit

Nina Hanssen

Arnfinn Stensø Elected by the employees

Nomination committee

Leif-Arne Langøy (chairman)

Gerhard Heiberg

Kjetil Kristiansen

Proposal from the nomination committee

Board of directors:

 Board chairman:	NOK 555 000
 Deputy chairman:	NOK 385 000
 Board members:	NOK 335 000
 Audit committee chairman:	NOK 170 000
 Audit committee members:	NOK 115 000

• Nomination committee:
• Chairman and members NOK 55 000

7. Stipulation of remuneration to the members of the Board of directors and the audit committee.

In accordance with the proposal from the nomination committee, the remuneration rates for the period from the 2013 annual general meeting until 2014 annual general meeting shall be set as follows:

• NOK 555 000 to the chairman of the board
• NOK 385 000 to the deputy chairman of the board
• NOK 335 000 to each of the remaining board members
• NOK 170 000 to audit committee chairman
• NOK 115 000 to audit committee members

8. Stipulation of remuneration to the members of the nomination committee.

In accordance with the proposal from the nomination committee, the remuneration rates for the period from the 2013 annual general meeting until 2014 annual general meeting shall be set as follows:

▪ NOK 55 000 for each member

9. Election of members to the Board of directors.

In accordance with the proposal from the nomination committee, Kjell Inge Røkke, Finn Berg Jacobsen and Leif O. Høegh are re-elected in their positions for a period of two years. The Board will then consist of the following members elected by the shareholders:

• Kjell Inge Røkke (chairman)
• Finn Berg Jacobsen (deputy chairman)
• Stine Bosse
• Kristin Krohn Devold
• Leif O. Høegh
• Karen Simon

10. Election of members to the nomination committee.

In accordance with the proposal from the nomination committee, Leif-Arne Langøy and Gerhard Heiberg are re-elected in their positions for a period of two years. The nomination committee then consist of:

• Leif-Arne Langøy (chairman)
• Gerhard Heiberg
• Kjetil Kristiansen

11. Approval of remuneration to the auditor for 2013.

The auditor's fees of NOK 2 million for the audit of Aker ASA in 2013 are approved.

12.Authorisation for the Board of directors to purchase treasury shares in connection with acquisitions, mergers, de-mergers or other transfers of business.

The board is authorised to acquire company shares up to 7 237 472 of total number of shares with an aggregate nominal value of NOK 202 649 216. The authorisation also provides for acquisition of agreement liens in shares. The lowest and highest purchase amount for each share shall be NOK 4 and NOK 800 respectively. The Board is free to decide the method of acquisition and disposal of the company's shares. The power of attorney may only be used for the purpose of utilising the company's shares as transaction currency in acquisitions, mergers, de-mergers or other transfers of business.

The power of attorney is valid until the annual general meeting in 2015, however not after 30 June 2015.

13. Authorisation for the Board of directors to purchase treasury shares in connection with the share program for the employees.

The board is authorised to acquire company shares up to 7 237 472 of total number of shares with an aggregate nominal value of NOK 202 649 216. The authorisation also provides for acquisition of agreement liens in shares. The lowest and highest purchase amount for each share shall be NOK 4 and NOK 800 respectively. The board is free to decide the method of acquisition and disposal of the company's shares. The power of attorney may only be used for the purpose of sale and/or transfer to employees in the company as part of the share program for such employees, as approved by the board of directors.

The power of attorney is valid until the annual general meeting in 2015, however not after 30 June 2015.

14. Authorisation for the Board of directors to purchase treasury shares for the purpose of subsequent deletion of shares.

The board is authorised to acquire company shares up to 7 237 472 of total number of shares with an aggregate nominal value of NOK 202 649 216. The authorisation also provides for acquisition of agreement liens in shares. The lowest and highest purchase amount for each share shall be NOK 4 and NOK 800 respectively. The board is free to decide the method of acquisition and disposal of the company's shares. The power of attorney may only be used for the purpose of subsequent deletion of such shares.

The power of attorney is valid until the annual general meeting in 2015, however not after 30 June 2015.

Well positioned for further growth

Disclaimer

• This Document includes and is based, inter alia, on forward-looking information and statements that are subject to risks and uncertainties that could cause actual results to differ. These statements and this Document are based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for Aker ASA and Aker ASA's (including subsidiaries and affiliates) lines of business. These expectations, estimates and projections are generally identifiable by statements containing words such as "expects", "believes", "estimates" or similar expressions. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for Aker's businesses, oil prices, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the Document. Although Aker ASA believes that its expectations and the Document are based upon reasonable assumptions, it can give no assurance that those expectations will be achieved or that the actual results will be as set out in the Document. Aker ASA is making no representation or warranty, expressed or implied, as to the accuracy, reliability or completeness of the Document, and neither Aker ASA nor any of its directors, officers or employees will have any liability to you or any other persons resulting from your use. .
• The Aker group consists of many legally independent entities, constituting their own separate identities. Aker is used as the common brand or trade mark for most of this entities. In this document we may sometimes use "Aker", "Group, "we" or "us" when we refer to Aker companies in general or where no useful purpose is served by identifying any particular Aker company.