AI assistant
Aker — AGM Information 2021
Apr 6, 2021
3526_rns_2021-04-06_11d85bad-7004-439a-afb6-8cc2d78853a8.pdf
AGM Information
Open in viewerOpens in your device viewer

PROPOSED GENERAL MEETING RESOLUTIONS
Item 4. Approval of the 2020 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 2020, 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 2020 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 2020 of NOK 11.75 per share, which represents a total dividend distribution of NOK 873,281,879 before reduction for holding of treasury shares.
Item 5. Approval of Executive Remuneration Policy for Aker ASA
In accordance with section 6-16a of the Norwegian Public Limited Liability Companies Act, the Board of Directors has prepared guidelines for remuneration to executives in Aker ASA. The Executive Remuneration Policy is available at the Company's website www.akerasa.com.
The general meeting approves the Executive Remuneration Policy for Aker ASA.
Item 7. 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 2020 annual general meeting until 2021 annual general meeting shall be set as follows:
- NOK 620,000 to the chairman of the board
- NOK 425,000 to the deputy chairman of the board
- NOK 375,000 to each of the remaining board members
- NOK 190,000 to audit committee chairman
- NOK 135,000 to audit committee members

Item 8. 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 2020 annual general meeting until 2021 annual general meeting shall be set as follows:
• NOK 45,000 for each member
Item 9. 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 Karen Simon is re-elected for a period of two years, and Kristin Krohn Devold is re-elected for a period of one year, both in their current positions. Frank Ove Reite is elected as a new member and deputy chairman to the board.
The Board will then consist of the following members elected by the shareholders:
- Kjell Inge Røkke (chairman)
- Frank Ove Reite (deputy chairman)
- Karen Simon
- Kristin Krohn Devold
Item 10. 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 both Kjell Inge Røkke and Leif-Arne Langøy are re-elected in their positions for a period of two years.
Oksenøyveien 10, P.O. Box 243 Lysaker, NO-1326 Lysaker, NORWAY www.akerasa.com Telephone +47 24 13 00 00 Telefax +47 24 13 01 01

The nomination committee will then consist of:
- Kjell Inge Røkke (chairman)
- Leif-Arne Langøy
Item 11. Approval of remuneration to the auditor for 2020.
The board proposes that the general meeting adopts the following resolution:
The auditor's fees of NOK 2.3 million for the audit of Aker ASA for 2020 are approved.
Item 12. Authorisation to the board of directors to purchase treasury shares in connection with acquisitions, mergers, de-mergers or other transactions.
The board proposes that the general meeting grants the board an authorisation to acquire treasury shares with an aggregate nominal value of up to approximately 10 per cent of the company's share capital. The authorisation may only be used for the purpose of using the company's shares as consideration in connection with acquisitions, mergers, de-mergers or other transactions.
The board proposes that the general meeting adopts the following resolution:
The board is authorised to acquire up to 7,432,186 treasury shares, with an aggregate nominal value of NOK 208,101,208. 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 1,200 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 transactions.
The power of attorney is valid until the annual general meeting in 2022, however not after 30 June 2022.
Item 13. 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 approximately 10 per cent of the company's share capital. The authorisation may only be used for the purpose of sale and/or
Oksenøyveien 10, P.O. Box 243 Lysaker, NO-1326 Lysaker, NORWAY www.akerasa.com Telephone +47 24 13 00 00 Telefax +47 24 13 01 01

transfer to employees in the company as part of the share program for such employees, as approved by the board of directors.
The board proposes that the general meeting adopts the following resolution:
The board is authorised to acquire up to 7,432,186 treasury shares, with an aggregate nominal value of NOK 208,101,208. 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 1,200 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 2022, however not after 30 June 2022.
Item 14. Authorisation to the board of directors to purchase treasury shares for investment purposes or for subsequent sale or deletion of such shares.
The board proposes that the general meeting grants the board the authorisation to acquire treasury shares with an aggregate nominal value of up to approximately 10 per cent of the company's share capital. The authorisation may only be used for the purpose of purchasing treasury shares for investment purposes or for subsequent sale or deletion of such shares.
The board proposes that the general meeting adopts the following resolution:
The board is authorised to acquire up to 7,432,186 treasury shares, with an aggregate nominal value of NOK 208,101,208. 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 1,200 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 to purchase treasury shares for investment purposes or for subsequent sale or deletion of such shares.
The power of attorney is valid until the annual general meeting in 2022, however not after 30 June 2022.
Oksenøyveien 10, P.O. Box 243 Lysaker, NO-1326 Lysaker, NORWAY www.akerasa.com Telephone +47 24 13 00 00 Telefax +47 24 13 01 01

Item 15. Authorisation to the board of directors to resolve distribution of additional dividends.
The board proposes that the general meeting pursuant to section 8-2 (2) of the Norwegian Public Limited Liability Companies Act grants the board an authorisation to resolve the distribution of additional dividends on the basis of the annual accounts for 2020.
The board proposes that the general meeting adopts the following resolution:
The board is authorised to resolve the distribution of additional dividends on the basis of the company's annual accounts for 2020.
The authorisation may be used on one or more occasions.
The power of attorney is valid until the annual general meeting in 2022, however not after 30 June 2022.
Item 16. Authorisation to the board of directors to increase the share capital.
The board of directors proposes that the general meeting grants the board an authorisation to increase the share capital with an amount limited to 10 per cent of the current share capital. The purposed authorisation is to be able to strengthen the company's equity if needed, and to be able to offer shares to shareholders who wish to receive possible dividend in the form of shares. This implies that the authorisation must permit for derogations from the shareholders' pre-emption rights and for contributions in kind.
The board proposes that the general meeting adopts the following resolution:
The board is authorised to increase the share capital with an amount limited to NOK 208,101,208.
The shareholders' pre-emption rights pursuant to section 10–4 may be derogated from.
The authorisation covers an increase in capital in return for non-cash contributions, but not a resolution on a merger.
The power of attorney is valid until the annual general meeting in 2022, however not after 30 June 2022.
Oksenøyveien 10, P.O. Box 243 Lysaker, NO-1326 Lysaker, NORWAY www.akerasa.com Telephone +47 24 13 00 00 Telefax +47 24 13 01 01