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Aker

AGM Information Apr 17, 2024

3526_rns_2024-04-17_db2d7e77-620a-4b8c-bdc6-19d72cb2c8b1.pdf

AGM Information

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MINUTES OF

ANNUAL GENERAL MEETING IN

AKER ASA

On Wednesday 17 April 2024 at 10:00 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 64,331,099 shares, corresponding to 86,56% 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 2023, and the main figures from the annual accounts for 2023.

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

4. APPROVAL OF THE 2023 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:

Aker ASA

The General Meeting approves the annual accounts for 2023 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 2023 of NOK 15.50 per share, which represents a total dividend distribution of NOK 1,151,988,861 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 2023 Annual General Meeting until 2024 Annual General Meeting shall be set as follows:

  • NOK 704,000 to the Chair of the Board
  • NOK 483,000 to the Deputy Chair of the Board
  • NOK 431,000 to each of the remaining Board members
  • NOK 215,000 to Audit Committee Chair
  • NOK 152,000 to Audit Committee members

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 2023 Annual General Meeting until 2024 Annual General Meeting shall be set as follows:

NOK 55,000 for each member

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 (Chair) is re-elected for a period of two years, and Karen Simon and Kristin Krohn Devold are reelected for a period of one year, all in their current positions.

The Board of Directors 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 2023

The General Meeting adopted the following resolution:

The auditor's fees of NOK 3.3 million for the audit of Aker ASA for 2023 are approved.

11. 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 authorized to acquire up to 7,432,186 treasury shares, with an aggregate nominal value of NOK 208,101,208. The authorization 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 utilizing 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 2025, however not after 30 June 2025.

12. 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 authorized to acquire up to 7,432,186 treasury shares, with an aggregate nominal value of NOK 208,101,208. The authorization 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 2025, however not after 30 June 2025.

13. 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 authorized to acquire up to 7,432,186 treasury shares, with an aggregate nominal value of NOK 208,101,208. The authorization 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 2025, however not after 30 June 2025.

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

The General Meeting adopted the following resolution:

The Board is authorized to resolve the distribution of additional dividends on the basis of the company's annual accounts for 2023.

The authorization may be used on one or more occasions.

The power of attorney is valid until the Annual General Meeting in 2025, however not after 30 June 2025.

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

The General Meeting adopted the following resolution:

The Board is authorized 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 authorization 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 2025, however not after 30 June 2025.

****

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

Fornebu / Lumi (digital), 17 April 2024

(sign.) (sign.)

Øyvind Eriksen, Chair Charlotte Håkonsen, co-signer

Attendance Summary Report AKER ASA A-AKSJER AGM 17 April 2024

Registered Attendees: 9
Total Votes Represented: 64,331,099
Total Accounts Represented: 461
Total Voting Capital: 74,296,637
% Total Voting Capital Represented: 86.59%
Total Capital: 74,321,862
% Total Capital Represented: 86.56%
Company Own Shares: 25,225
Sub Total: 9 0
64,331,099
Capacity Registered Attendees Registered Non-Voting Attendees Registered Votes Accounts
Shareholder (web) 6 0 1,540 6
Styrets leder med fullmakt 1 0 209,377 54
Styrets leder med instruksjoner 1 0 232,966 4
Forhåndsstemmer 1 0 63,887,216 397

DNB Bank ASA Avdeling: Utsteder Martin S. Bråten

AKER ASA A-AKSJER GENERAL MEETING 17 APRIL 2024

As scrutineer appointed for the purpose of the Poll taken at the General Meeting of the Members of the Company held on 17 April 2024, I HEREBY CERTIFY that the result of the Poll is correctly set out as follows:-

Issued voting shares:
74,296,637
VOTES % VOTES % VOTES VOTES % ISSUED NO VOTES
FOR MOT / AVSTÅR / TOTAL VOTING IN MEETING
AGAINST WITHHELD SHARES
VOTED
1 64,329,882 100.00 0 0.00 0 64,329,882 86.59% 1,217
2 64,329,762 100.00 0 0.00 120 64,329,882 86.59% 1,217
4 64,317,957 100.00 0 0.00 12,302 64,330,259 86.59% 840
5 58,896,857 91.87 5,208,759 8.13 224,643 64,330,259 86.59% 840
7 64,328,382 100.00 261 0.00 1,616 64,330,259 86.59% 840
8 64,328,382 100.00 341 0.00 1,536 64,330,259 86.59% 840
9 60,422,374 93.98 3,869,829 6.02 37,847 64,330,050 86.59% 1,049
10 64,329,087 100.00 209 0.00 963 64,330,259 86.59% 840
11 64,259,227 99.92 52,494 0.08 18,538 64,330,259 86.59% 840
12 59,815,858 92.98 4,513,257 7.02 1,144 64,330,259 86.59% 840
13 64,259,227 99.92 52,494 0.08 18,538 64,330,259 86.59% 840
14 64,329,842 100.00 0 0.00 417 64,330,259 86.59% 840
15 63,746,628 99.09 582,851 0.91 780 64,330,259 86.59% 840

Martin S. Bråten DNB Bank ASA Avdeling Utsteder

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