Aker — AGM Information 2015

Mar 27, 2015

Notice of annual general meeting of Aker ASA

Notice is hereby given of the annual general meeting of Aker ASA. The annual general meeting will be held on Friday 17 April 2015 at 09:00h at Felix Conference Center, Bryggetorget 3, 0250 Oslo, Norway.

Ballots will be distributed at the meeting venue from 08:00h to 09:00h at the day of the annual general meeting.

The annual general meeting will be held for the purposes stated below:

1. Opening of the annual general meeting, including approval of the notice and agenda.

2. Appointment of a person to co-sign the minutes of meeting along with the meeting chair.

3. Presentation of business activities (no voting).

4. Amendment of the Articles of Association.

§ 1 of the Articles of Association shall be amended from:

"The Company is a public limited company with its registered office in Oslo. The name of the company is Aker ASA».

to read as follows:

"The Company is a public limited company with its registered office in Bærum. The name of the company is Aker ASA".

The Board of Directors resolves when the amendment of the Articles of Association shall enter into force.

5. Approval of the 2014 annual accounts of Aker ASA and group's consolidated accounts and the board of directors report, including distribution of dividend. The board of directors proposes that a dividend of NOK 10 per share is paid for the financial year 2014.

6. Share capital increase for issue of new shares in connection with payment of dividend.

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

• (a) Advisory guidelines
• (b) Binding guidelines

8. Consideration of the statement of corporate governance (no voting).

9. Stipulation of remuneration to the members of the board of directors and the audit committee.

10. Stipulation 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 2014.

14. Authorization to the board of directors to purchase treasury shares in connection with acquisitions, mergers, de-mergers or other transfers of business.

15. Authorization to the board of directors to purchase treasury shares in connection with the share program for the employees.

16. Authorization to the board of directors to purchase treasury shares for the purpose of subsequent deletion of shares.

***

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

The company's share capital is NOK 2,026,492,384 divided into 72,374,728 shares, each having a face value of NOK 28. Each share carries one vote. As of 1 March 2015, the company holds 28,816 own shares, and voting rights cannot be exercised for these.

Each shareholder has the right to vote for the number of shares owned by the shareholder and registered in the shareholder's register with the Norwegian Central Securities Depository (VPS) at the time of the general meeting. If a share acquisition has not been registered with the VPS at the time of the general meeting, voting rights for the acquired shares may only be exercised if the acquisition is reported to the VPS and proven at the general meeting. In a share transfer, the parties may agree that the seller can exercise the shareholder rights until the rights have been assumed by the acquirer.

In the company's opinion, neither the beneficial owner nor the agent has the right to vote for shares registered on nominee accounts with the VPS, cf. the Public Limited Companies Act section 4-10. The beneficial owner may, however, vote for the shares in the event all necessary steps are taken to terminate the custodian registration of the shares, and the shares are transferred to an ordinary account registered with the VPS, in the owner's name. Provided that the owner can document such conduct, and he has an actual ownership interest in the company, he may, in the company's opinion, vote for the shares, even though they are not yet registered on an ordinary VPS-account.

The shareholders' rights

A shareholder cannot demand that new items are added to the agenda now, when the deadline for such request has expired, cf. Public Limited Companies Act section 5-11 second sentence. 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 request board members and the CEO to provide necessary information to the general meeting that may influence the approval of the annual accounts and the board of directors' report; items brought before the general meeting for approval; the company's financial state, including information on other companies in which the company participates, and other items to be discussed at the general meeting, unless the information requested may not be disclosed without causing disproportionate harm to the company.

If additional information is necessary, and an answer not will 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 at the company's office and 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.

Registration of attendance to the general meeting

Shareholders who wish to participate the annual general meeting either in person or by proxy, must notify the company of their attendance no later then Wednesday 15 April 2015 at 16:00h. Notification of attendance can be given via the company's website www.akerasa.com or via VPS Investor Services, a service offered by most registrars in Norway, or by completing and returning the enclosed attendance form scanned by email to genf@dnb.no, or alternatively by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo.

Notification of attendance must be sent electronically or received no later than the deadline stated above. Shareholders who fail to register by this deadline may be denied access to the annual general meeting and denied the right to vote. Proxy with or without voting instructions, can if desirable, be given to the meeting chair or the person he appoints.

Voting by means of electronic communication prior to the general meeting

A shareholder, not present himself at the general meeting, may prior to the general meeting cast vote on each agenda item via the company's website, www.akerasa.com, or via VPS Investor Services (PIN-code and reference number from the notice of attendance is required). The deadline for prior voting is Wednesday 15 April 2015 at 16:00h. Up until the deadline, votes already cast may be changed or withdrawn. If a shareholder choose to attend the general meeting in person or by proxy, votes already cast prior to the general meeting will be considered withdrawn.

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

***

• This notice and the enclosed form for notice of attendance/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 2014 financial statements and annual accounts, annual report and auditor's report, including the statement on Corporate Governance
• The Board of Directors' declaration regarding stipulation of salary and other remuneration to executive management of the company.
• Statement from KPMG on settlement of share contribution by way of set-off

Any shareholder, who wants to receive the documents, can contact contact@akerasa.com or regular mail to Aker ASA, P.O. Box 1423 Vika, 0115 Oslo, Norway.

Pursuant to section 7 of Aker ASA's Articles of Association and Section 5-12 (1) of the Norwegian Public Limited Companies Act, the chairman of the board, Kjell Inge Røkke, has appointed CEO Øyvind Eriksen to open and chair the annual general meeting.

The share will be traded on Oslo Stock Exchange ex-dividend from and including 20 April 2015. There will be a subscription period of two weeks for the dividend issue under item 6, expected to commence in the second half of May. The dividend will be paid approximately one week after the expiry of the subscription period.

***

27 March 2015 Aker ASA

Board of Directors

Enclosure: Notice of attendance/Proxy

Reference no.: Pin code:

Notice of annual general meeting of Aker ASA

The annual general meeting of Aker ASA will take place Friday 17 April 2015 at 09:00h CET at Felix Conference Centre, Bryggetorget 3, 0250 Oslo, Norway.

If the shareholder is a legal entity, please identify the authorised representative: ____

Name of authorised representative (To grant a proxy, please use one of the proxy forms below.)

Notice of attendance/voting prior to meeting

The undersigned (name in capital letters): ___________________________

will attend the annual general meeting of Aker ASA on Friday 17 April 2015 and exercise the voting rights attached to the following shares:

own shares, and/or
	other shares in accordance with the enclosed proxy/proxies, i.e.
shares in total.

This notice of attendance must be received by DNB Bank ASA by Wednesday 15 April 2015 at 16:00h CET.

Notice of attendance may be sent electronically via Aker ASA's website – www.akerasa.com – or via VPS Investor Services. This notice of attendance may also be scanned and sent by email to genf@dnb.no or be submitted by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway

Advance votes may only be cast electronically via Aker ASA's website – www.akerasa.com – or via VPS Investor Services. Votes must be registered by Wednesday 15 April 2015 at 16:00h CET. Votes already cast may be amended or withdrawn prior to the deadline. A reference number and pin code are required to access the electronic system for notification of attendance and advance voting via Aker ASAs website.

Place	Date	Shareholder's signature (Sign only if attending in person. To grant a proxy, please use one of the forms below.)

Proxy (without voting instructions) Reference no.: PIN code:

This proxy form must be used when granting a proxy without voting instructions. To grant a proxy with voting instructions, please use the form on page 2.

If you are unable to attend the annual general meeting in person, you may grant a proxy to an authorised representative, or you may submit the proxy form without appointing a proxy holder, in which case the proxy will be deemed to be granted to Øyvind Eriksen (CEO and meeting chair) or a person authorised by him.

The proxy form must be received by DNB Bank ASA, Registrar's Department, by Wednesday 15 April 2015 at 16:00h CET. The proxy may be sent electronically via Aker ASA's website – www.akerasa.com – or via VPS Investor Services. The proxy may also be scanned and sent by email to genf@dnb.no or be submitted by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.

The undersigned (name in capital letters): ___________________________

hereby grants (tick one of the two boxes):

Øyvind Eriksen (or a person authorised by him)

_____________________________________________ (Name of proxy holder in capital letters)

a proxy to attend and exercise the voting rights attached to my/our shares at the annual general meeting of Aker ASA on Friday 17 April 2015.

Place Date Shareholder's signature (Sign only if granting a proxy.)

Attendance and voting rights are governed by the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. If the shareholder is a company, the company's certificate of registration must be attached to the proxy.

Proxy (with voting instructions) Reference no.: PIN code:

This proxy form must be used when granting a proxy with voting instructions.

If you are unable to attend the annual general meeting in person, you may use this proxy form to issue voting instructions. You may grant a proxy with voting instructions to an authorised representative, or you may submit the proxy form without appointing the proxy holder, in which case the proxy will be deemed to be granted to Øyvind Eriksen (CEO and meeting chair) or a person authorised by him.

The proxy form must be received by DNB Bank ASA, Registrar's Department, no later than Wednesday 15 April 2015 at 16:00h CET. The proxy may also be scanned and sent by email to genf@dnb.no or be submitted by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.

The undersigned (name in capital letters): __________________________________

hereby grants (tick one of the two boxes):

Øyvind Eriksen (or a person authorised by him)

____________________________________ Name of proxy holder (in capital letters)

a proxy to attend and exercise the voting rights attached to my/our shares at the annual general meeting of Aker ASA on Friday 17 April 2015.

The voting rights shall be exercised in accordance with the instructions below. Please note that if any item below is not voted on (no box is ticked), this will be deemed to be an instruction to vote "in favour" of that item. However, if any motions are received from the floor in addition to or in replacement of the proposals in the notice, the proxy holder may vote or abstain from voting at his discretion. In that 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 voting instructions should be understood. Where no such reasonable understanding of the motion can be formed, the proxy holder may abstain from voting.

Agenda for annual general meeting 2015	In favour	Against	Abstention
1. Opening of the annual general meeting, including approval of the notice and agenda.			
2. Appointment of a person to co-sign the minutes of meeting along with the meeting chair.			
3. Presentation of business activities (no voting).
4. Amendment of the Articles of Association.			
5. Approval of the 2014 annual accounts of Aker ASA and group's consolidated accounts and the board of directors' report, including distribution of dividend.			
6. Share capital increase for issue of new shares in connection with payment of dividend.			
7. Consideration of the board of directors' declaration regarding stipulation of salary and other remuneration to executive management of the company.
(a) Advisory guidelines			
(b) Binding guidelines			
8. Consideration of the statement of corporate governance (no voting).
9. Stipulation of remuneration to the members of the board of directors and the audit committee.			
10.Stipulation 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 2014.			
14. Authorization to the board of directors to purchase treasury shares in connection with acquisitions, mergers, de-mergers or other transfers of business.			
15. Authorization to the board of directors to purchase treasury shares in connection with the share program for the employees.			
16. Authorization to the board of directors to purchase treasury shares for the purpose of subsequent deletion of shares.			

Place Date Shareholder's signature

(Sign only if granting a proxy with voting instructions.)

Attendance and voting rights are governed by the Norwegian Public Limited Liability Companies Act, in particular Chapter 5. A written power of attorney dated and signed by the shareholder granting the proxy must be presented at the meeting.

If the shareholder is a company, the company's certificate of registration must be attached to the proxy.

PROPOSED GENERAL MEETING RESOLUTIONS

Item 4. Amendment of the Articles of Association.

The board proposes that the general meeting adopts the following resolution:

§ 1 of the Articles of Association shall be amended to the following:

"The Company is a public limited company with its registered office in Bærum. The name of the company is Aker ASA"

The Board of Directors resolves when the amendment shall enter into force.

Item 5. Approval of the 2014 annual accounts of Aker ASA and group consolidated accounts and the board of directors' report, including distribution of dividend.

The annual report, which consists of the annual accounts, the board of directors' report and the auditor's statement for 2014, is available at the company's web site www.akerasa.com.

The board proposes that the general meeting adopts the following resolution:

The general meeting approves the annual accounts for 2014 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 2014 of NOK 10 per share, which implies an aggregate distribution of dividend of NOK 723,459,120.

Dividend will be distributed to those who are shareholders in the company as per the expiry of 17 April 2015, as registered with the Company's shareholder register with the VPS as per the expiry of 21 April 2015. The share will be traded ex-dividend on Oslo Stock Exchange from and including 20 April 2015.

It is proposed that the shareholders may choose to receive shares for half of the dividend, see item 6 below. There will be a subscription period of two weeks for the dividend issue under item 6, expected to commence in the second half of May. The dividend will be paid approximately one week after the expiry of the subscription period.

Item 6. Share capital increase for issue of new shares in connection with payment of dividend.

The Board of Directors proposes that each shareholder of the Company may choose to use half of the dividend the relevant shareholder is entitled to, to subscribe for shares in the Company. The subscription price for the new shares which are subscribed for by the shareholders, are settled by set-off against half of the dividend the shareholders are entitled to. A shareholder may only subscribe for shares if half of the dividend the relevant shareholder is entitled to, exceeds the subscription price for one share. A shareholder cannot choose to subscribe for shares for a lower amount than half of the dividend the relevant shareholder is entitled to.

The board proposes that the general meeting adopts the following resolution:

• 1. The share capital is increased with an amount of minimum NOK 28 and maximum NOK 361 729 536. The new shares shall have a nominal value of NOK 28.
• 2. The Board of Directors shall set the subscription price, which shall be set to an amount that gives 10 % discount to the average volume-weighted share price over the last 20 trading days prior to the date of setting the subscription price, between a lower limit of NOK 28 and a higher limit of NOK 300 per share.
• 3. Only shareholders of the Company as of the expiry of 17 April 2015, as registered in Company's shareholder register with the Norwegian Central Securities Depository (VPS) as of expiry of 21 April 2015, are entitled to subscribe for shares.
• 4. Each of these shareholders are entitled to subscribe for a number of shares equal to half of the dividend the relevant shareholders is entitled to, divided on the subscription price, rounded down to the nearest whole number. The shareholders are not entitled to subscribe for a lower amount of shares. As soon as the shares are subscribed for, the subscription price is settled by set-off against the subscribers' claim of dividend from the Company. The part of dividend not used for subscription of shares, shall be paid in cash.
• 5. The subscription period shall commence the same day as the publication of the prospectus to be prepared by the Company and approved by the Norwegian Financial Supervisory Authority (Finanstilsynet) in connection with the dividend issue. The subscription period is two weeks. Subscription of shares shall take place on a designed subscription form within the expiry of a subscription period.
• 6. Attached is a statement from KPMG about the share contribution being settled by way of set-off in accordance with the Norwegian Public Limited Liability Companies Act section 10-2(1) no. 1.
• 7. The new shares give shareholders rights in the Company, including the right to dividends, from the registration of the share capital increase in the Norwegian Register of Business Enterprises. At the same time, section 3 of the Articles of Association shall be amended to reflect the new share capital.
• 8. The estimated costs for the share capital increase are NOK 4 million.

The reason for the share capital increase, where the shareholders can choose to use NOK 5 per share of the dividend pursuant to item 5 above, for subscription of new shares in the Company, rather than a straight NOK 10 cash dividend per share is two-fold. Firstly, the Company considers a part settlement in shares to be prudent in the current market environment for oil and gas, which is more uncertain than in previous years. Secondly, the Company sees an increasing number of

investment opportunities ahead and wants to maintain a strong cash position to be able to consider taking advantage of such opportunities.

Item 7. Consideration of the board of directors' declaration regarding stipulation of salary and other remuneration to executive management of the company.

In accordance with section 6-16a of the Norwegian Public Limited Liability Companies Act, the Board of Directors has prepared a statement on the determination of salary and other remuneration to the executive management of the Company. The statement is available at the Company's website www.akerasa.com.

The General Meeting's approval of the guidelines is of an advisory nature to the Board of Directors. However, the approval of the guidelines regarding remuneration in the form of shares, subscription rights, options, and other forms of remuneration linked to shares or the development of the share price in the Company or in other companies within the group, are binding for the Board of Directors, cf. the Norwegian Public Limited Liability Companies Act section 5-6 (3) third sentence, cf. section 6-16a (2) fourth sentence.

The advisory and binding guidelines are subject to separate votes.

(a) Advisory guidelines

The Board of Directors proposes that the General Meeting passes the following resolution with regard to the advisory guidelines:

The General Meeting endorses the advisory guidelines in the declaration from the Board of Directors pursuant to the Norwegian Public Limited Liability Companies Act section 6-16a.

(b) Binding guidelines

The Board of Directors proposes that the General Meeting passes the following resolution with regard to the binding guidelines:

The General Meeting approves the binding guidelines in the declaration from the Board of Directors pursuant to the Norwegian Public Limited Liability Companies Act section 6-16a.

Item 9. Stipulation of remuneration to the members of the board of directors and the audit committee.

The recommendations of the nomination committee are available at the company's web site www.akerasa.com.

The nomination committee proposes that the general meeting adopts the following resolution:

In accordance with the proposal from the nomination committee, the remuneration rates for the period from the 2014 annual general meeting until 2015 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

Item 10. Stipulation of remuneration to the members of the nomination committee.

The recommendations of the nomination committee are available at the company's web site www.akerasa.com.

The nomination committee proposes that the general meeting adopts the following resolution:

In accordance with the proposal from the nomination committee, the remuneration rates for the period from the 2014 annual general meeting until 2015 annual general meeting shall be set as follows:

NOK 55,000 for each member

Item 11. Election of members to the board of directors.

The recommendations of the nomination committee are available at the company's web site www.akerasa.com.

In accordance with the proposal from the nomination committee Kristin Krohn Devold and Karen Simon are re-elected in their positions and Anne Marie Cannon is elected as new board member. All are elected 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)
• Kristin Krohn Devold
• Leif O. Høegh
• Karen Simon
• Anne Marie Cannon

Item 12. Election of members to the nomination committee.

The recommendations of the nomination committee are available at the company's web site www.akerasa.com.

The nomination committee proposes that the general meeting adopts the following resolution:

In accordance with the proposal from the nomination committee, Leif-Arne Langøy is elected as new member of the nomination committee and Kjell Inge Røkke as new chairman of the nomination committee for a period of two years. The nomination committee will then consist of:

• Kjell Inge Røkke (chairman)
• Gerhard Heiberg
• Leif-Arne Langøy

Item 13. Approval of remuneration to the auditor for 2014.

The board proposes that the general meeting adopts the following resolution:

The auditor's fees of NOK 2 million for the audit of Aker ASA in 2014 are approved.

Item 14. Authorisation to the board of directors to purchase treasury shares in connection with acquisitions, mergers, de-mergers or other transfers of business.

The board proposes that the general meeting grants the board an authorisation to acquire treasury shares with an aggregate nominal value of up to 10 per cent of the company's share capital. The power of attorney may only be used for the purpose of using the company's shares as consideration in connection with acquisitions, mergers, de-mergers or other transfers of business.

The board proposes that the general meeting adopts the following resolution:

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 2016, however not after 30 June 2016.

Item 15. Authorisation to the board of directors to purchase treasury shares in connection with the share program for the employees.

The board proposes that the general meeting grants the board an authorisation to acquire treasury shares with an aggregate nominal value of up to 10 per cent of the company's share capital. 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 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 2016, however not after 30 June 2016.

Item 16. Authorisation to the board of directors to purchase treasury shares for the purpose of subsequent deletion of shares.

The board proposes that the general meeting grants the board the authorisation to acquire company shares with an aggregate nominal value of up to 10 per cent of the company's share capital. The power of attorney may only be used for the purpose of subsequent deletion of such 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 2016, however not after 30 June 2016.

Proposal from the nomination committee of Aker ASA to the annual general meeting of the company to be held on 17 April 2015

The nomination committee of Aker ASA comprises the following individuals:

Leif-Arne Langøy, chairman Gerhard Heiberg Kjetil Kristiansen

Since the 2014 annual general meeting, the nomination committee has held three meetings. The committee has evaluated the board's performance and received input from shareholders as to the composition of the board.

In connection with the annual general meeting of Aker ASA to be held on 17 April 2015 the nomination committee submits the following unanimous proposal:

1. Election of members to the board of directors

Pursuant to the company's articles of association, the board shall consist of six to twelve board members of which one third are to be elected by and amongst the employees. The board now consists of ten board members of which six are elected by the shareholders. Of the shareholder-elected board members Stine Bosse, Kristin Krohn Devold and Karen Simon are up for election this year. Devold was elected as board member in Aker for the first time in 2007, while Simon took seat in 2013. The committee proposes that Devold and Simon is re-elected in their positions, and that Anne Marie Cannon is elected as a new board member, all for a period of two years.

Anne Marie Cannon (born 1957) has over 30 years' experience in the oil and gas sector. From 2000 to 2014, she was Sr. Advisor to the Natural Resources Group with Morgan Stanley, focusing on upstream M&A. She has previously held positions with J Henry Schroder Wagg, Shell UK E&P and with Thomson North Sea. She was an executive director on the boards of Hardy Oil and Gas and British Borneo. Ms. Cannon is the Deputy Chair of Det norske Oljeselskap ASA and has previously served on the Board of Directors of Aker ASA. She is a non-executive director of Premier Oil and of STV Group plc. She holds a BSc Honours Degree from Glasgow University. Ms Cannon is a British citizen.

The board will thus consist of the following shareholder-elected members: Kjell Inge Røkke (chairman), Finn Berg Jacobsen (deputy chairman), Kristin Krohn Devold, Leif O. Høegh, Karen Simon and Anne Marie Cannon.

All board members are independent of the company's executive management, major business contacts and the company's majority shareholder, except Kjell Inge Røkke, whom is the company's majority shareholder.

The nomination committee has emphasized that the company's board should have a diverse background in terms of experience, knowledge and competence. This provides for a balanced prioritizing of various considerations and good decisions for the development of the company. To secure such considerations, the nomination committee proposes that the annual general meeting makes a joint vote over the entire proposed board composition.

2. Election of members to the nomination committee

Of the three members of the nomination committee, Kjetil Kristiansen is up for election this year. The committee proposes that Leif-Arne Langøy replaces Kristiansen as a member of the nomination committee and that Kjell Inge Røkke is elected as new chairman of the nomination committee, both for a period of two years.

The nomination committee will thus consist of: Kjell Inge Røkke (chairman), Gerhard Heiberg and Leif-Arne Langøy.

3. Proposed fees for the members of the board of directors and audit committee

The nomination committee proposes to keep remuneration unchanged from last year. The following fees are proposed to the members of the board and the audit committee for the period from the annual general meeting 2014 until the annual general meeting 2015:

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

According to Aker policy leading personnel employed in Aker companies may not personally receive board remuneration from other Aker companies. Instead, board remuneration will be paid directly to the company in which the board member is employed.

4. Proposed fees for the members of the nomination committee

The nomination committee proposes to keep remuneration unchanged from last year. The following fees are proposed to the members of the nomination committee for the period from the annual general meeting in 2014 until the annual general meeting 2015:

Chairman and members: NOK 55,000

Oslo, 27 March 2015

Leif-Arne Langøy Chairman of the nomination committee

Principles for remuneration of the CEO and senior company executives

In accordance with section 6-16a of the Norwegian Public Limited Liability Companies Act, the Board of Directors has prepared a statement on the determination of salary and other remuneration to the CEO and senior executives of the Company. The General Meeting's approval of the guidelines is of an advisory nature to the Board of Directors. However, the approval of the guidelines regarding remuneration in the form of shares, subscription rights, options, and other forms of remuneration linked to shares or the development of the share price in the Company or in other companies within the group, are binding for the Board of Directors, cf. the Norwegian Public Limited Liability Companies Act section 5-6 (3) third sentence, cf. section 6-16a (2) fourth sentence.

Guiding principles

The total remuneration package for executives consists of a fixed salary, standard employee pension and insurance coverage and a variable salary element. The main purpose of the system is to stimulate a strong and enduring profit-oriented culture that ensures share price growth. Senior executives participate in a collective pension and insurance scheme open to all employees. The collective pension and insurance scheme applies for salaries up to 12G. The CEO and others in the executive team are offered standard employment contracts and standard employment conditions with respect to notice periods and severance pay. The employment contracts of senior executives can be terminated on three months' notice. If the company terminates a contract, the executive is entitled to between three and six months' pay after the end of the notice period.

Binding principles

The intention of the variable salary element is to promote the achievement of good financial results and leadership in accordance with the company's values and business ethics. The variable salary element has three main components: a bonus calculated on the basis of value-adjusted equity, a payment calculated on the basis of the dividend on the company's shares, and a payment based on personal achievement, in addition to a bonus-share award scheme including an option to buy Aker ASA shares at a discount for some senior company executive (see Note 2 to the Aker ASA separate financial statement). Work on special projects may entitle an employee to an additional bonus. The company does not offer stock option programmes for its employees.

	Offices in:
	Oslo	Haugesund	Stavenger
	Alta	Knarvik	Stord
	Arendal	Kristiansand	Straume
	Bergen	Larvik	Tromse
KPMG AS, a Norwegian member firm of the KPMG network of independent	Bodø	Mo i Rana	Trondheim
member firms affiliated with KPMG International Cooperative ("KPMG	Elverum	Molde	Tynset
International"), a Swiss entity.	Finnsnes	Narvik	Tønsberg
	Grimstad	Sandefiord	Alesund
Array - La Francisco - La Francisco - Provincial De Acederates	Linear	Condonacione