Aker — AGM Information 2022

Apr 22, 2022

MINUTES OF

ANNUAL GENERAL MEETING IN AKER ASA

On Friday 22 April 2022 at 09:00 the Annual General Meeting in Aker ASA was held digitally.

The following items were on the agenda:

1. OPENING OF THE GENERAL MEETING, INCLUDING APPROVAL OF THE NOTICE AND AGENDA

The Annual General Meeting was opened and chaired by Øyvind Eriksen.

The record of attending shareholders showed that 62,211,882 shares, corresponding to 83.71 % of the issued shares were represented, including by way of prior electronically voting and proxy votes. The list of attending shareholders is set out on page 6. The voting result for each respective item is set out on page 7.

The notice and the agenda were approved, and the General Meeting was declared duly constituted.

2. ELECTION OF A PERSON TO CO-SIGN THE MINUTES OF MEETING ALONG WITH THE MEETING CHAIR

Charlotte Håkonsen was elected to co-sign the minutes along with the meeting chair.

3. PRESENTATION OF BUSINESS ACTIVITIES

Svein O. Stoknes, CFO, gave a presentation of the business activities and the important occurrences in the group in 2021, and the main figures from the annual accounts for 2021.

After the presentation, the meeting chair opened for questions and comments.

4. APPROVAL OF THE 2021 ANNUAL ACCOUNTS OF AKER ASA AND GROUP CONSOLIDATED ACCOUNTS AND THE BOARD OF DIRECTORS' REPORT, INCLUDING DISTRIBUTION OF DIVIDEND

The General Meeting adopted the following resolution:

The general meeting approves the annual accounts for 2021 for Aker ASA, the group

Aker ASA

Oksenøyveien 10, P.O. Box 243 Lysaker, NO-1326 Lysaker, NORWAY Web: www.akerasa.com | Phone: +47 24 13 00 00 Enterprise no. NO886581432 VAT

consolidated accounts and the board of directors' report, including the proposal from the board of directors for distribution of dividend for 2021 of NOK 14.50 per share, which represents a total dividend distribution of NOK 1,077,666,999 before reduction for holding of treasury shares.

5. ADVISORY VOTE ON THE EXECUTIVE REMUNERATION REPORT FOR AKER ASA

The General Meeting adopted the following resolution:

The general meeting supports the Executive Remuneration Report for Aker ASA.

6. CONSIDERATION OF THE STATEMENT OF CORPORATE GOVERNANCE

The Board of Directors' statement of Corporate Governance was duly noted by the General Meeting.

7. STIPULATION OF REMUNERATION TO THE MEMBERS OF THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE

The General Meeting adopted the following resolution:

In accordance with the proposal from the nomination committee, the remuneration rates for the period from the 2021 annual general meeting until 2022 annual general meeting shall be set as follows:

• NOK 640,000 to the chair of the board
• NOK 440,000 to the deputy chair of the board
• NOK 390,000 to each of the remaining board members
• NOK 195,000 to audit committee chair
• NOK 135,000 to audit committee members

It was noted that Kjell Inge Røkke's remuneration will be paid to his employer The Resource Group TRG AS.

8. STIPULATION OF REMUNERATION TO THE MEMBERS OF THE NOMINATION COMMITTEE

The General Meeting adopted the following resolution:

In accordance with the proposal from the nomination committee, the remuneration rates for the period from the 2021 annual general meeting until 2022 annual general meeting shall be set as follows:

• NOK 46,000 for each member

It was noted that Kjell Inge Røkke's remuneration will be paid to his employer The Resource Group TRG AS.

9. ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS

The General Meeting adopted the following resolution:

In accordance with the proposal from the nomination committee Kjell Inge Røkke 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.

The Board will then consist of the following members elected by the shareholders:

• Kjell Inge Røkke (chair)
• Frank Ove Reite (deputy chair)
• Karen Simon
• Kristin Krohn Devold

10. APPROVAL OF REMUNERATION TO THE AUDITOR FOR 2021

The General Meeting adopted the following resolution:

The auditor's fees of NOK 1.7 million for the audit of Aker ASA for 2021 are approved.

11. ELECTION OF NEW AUDITOR

The General Meeting adopted the following resolution:

PricewaterhouseCoopers AS, organisational number 987 009 713, business address Dronning Eufemias gate 71, 0194 Oslo, is elected new auditor from 2022.

12. AUTHORISATION TO THE BOARD OF DIRECTORS TO PURCHASE TREASURY SHARES IN CONNECTION WITH ACQUISITIONS, MERGERS, DE-MERGERS OR OTHER TRANSACTIONS

The General Meeting adopted 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 2023, however not after 30 June 2023.

13. AUTHORISATION TO THE BOARD OF DIRECTORS TO PURCHASE TREASURY SHARES IN CONNECTION WITH THE SHARE PROGRAM FOR THE EMPLOYEES

The General Meeting adopted 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 2023, however not after 30 June 2023.

14. AUTHORISATION TO THE BOARD OF DIRECTORS TO PURCHASE TREASURY SHARES FOR INVESTMENT PURPOSES OR FOR SUBSEQUENT SALE OR DELETION OF SUCH SHARES

The General Meeting adopted 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 2023, however not after 30 June 2023.

15. AUTHORISATION TO THE BOARD OF DIRECTORS TO RESOLVE DISTRIBUTION OF ADDITIONAL DIVIDEND

The General Meeting adopted the following resolution:

The board is authorised to resolve the distribution of additional dividends on the basis of the company's annual accounts for 2021.

The authorisation may be used on one or more occasions.

The power of attorney is valid until the annual general meeting in 2023, however not after 30 June 2023.

16. AUTHORISATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL

The General Meeting adopted 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 to merge the company.

The power of attorney is valid until the annual general meeting in 2023, however not after 30 June 2023.

****

There were no further items on the agenda. The Chairman of the meeting thanked the participants for their attendance, and the General Meeting was thereafter adjourned.

Fornebu / Lumi (digital), 22 April 2022

(sign.) (sign.)

Øyvind Eriksen, Chairman Charlotte Håkonsen, co-signer

Attendance Summary Report Aker ASA AGM fredag 22. april 2022

Registered Attendees:	11
Total Votes Represented:	62 211 882
Total Accounts Represented:	269
Total Voting Capital:	74 296 567
% Total Voting Capital Represented:	83,73 %
Total Capital:	74 321 862

% Total Capital Represented: 83,71 % Company Own Shares: 25 295

Sub Total:	11	0	62 211 882
Capacity	Registered Attendees	Registered Non-Voting Attendees	Registered Votes	Accounts
Shareholder (web)	8	0	1 529	8
Chair of the Board WITH PROXY	1	0	411 888	65
Chair of the Board WITH INSTRUCTIONS	1	0	7 585 205	149
ADVANCE VOTES	1	0	54 213 260	47

Nina Pertolaw DNB Bank ASA Issuer Services

AKER ASA GENERAL MEETING 22 APRIL 2022

As scrutineer appointed for the purpose of the Poll taken at the General Meeting of the Members of the Company held on 22 April 2022, I HEREBY CERTIFY that the result of the Poll is correctly set out as follows:-

					Issued voting shares: 74 296 567
	VOTES	%	VOTES	%	VOTES	VOTES	% ISSUED	NO VOTES
	FOR / FOR		MOT /		AVSTÅR /	TOTAL	VOTING	IN
			AGAINST		ABSTAIN		SHARES VOTED	MEETING
1	62 210 864 100,00		0	0,00	0	62 210 864	83,73 %	1 018
2	62 210 787 100,00		35	0,00	42	62 210 864	83,73 %	1 018
4	62 209 994 100,00		1 380	0,00	40	62 211 414	83,73 %	468
5	59 605 805	95,82	2 599 001	4,18	6 058	62 210 864	83,73 %	1 018
7	62 209 904 100,00		39	0,00	1 471	62 211 414	83,73 %	468
8	62 209 630 100,00		39	0,00	1 745	62 211 414	83,73 %	468
9	59 882 902	96,26	2 327 712	3,74	774	62 211 388	83,73 %	494
10	62 150 527	99,90	60 006	0,10	331	62 210 864	83,73 %	1 018
11	62 198 237	99,98	11 836	0,02	791	62 210 864	83,73 %	1 018
12	61 406 412	98,72	793 087	1,28	11 915	62 211 414	83,73 %	468
13	58 870 901	94,63	3 340 471	5,37	42	62 211 414	83,73 %	468
14	62 198 590 100,00		309	0,00	11 965	62 210 864	83,73 %	1 018
15	62 209 993 100,00		1 381	0,00	40	62 211 414	83,73 %	468
16	61 652 074	99,10	558 721	0,90	69	62 210 864	83,73 %	1 018

Nina Pertolaw DNB Bank ASA Issuer Services