AGM Information • Apr 17, 2024
AGM Information
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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:
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.
Charlotte Håkonsen was elected to co-sign the minutes along with the meeting chair.
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.
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.
The General Meeting adopted the following resolution:
The General Meeting supports the Executive Remuneration Report for Aker ASA.
The Board of Directors' statement of Corporate Governance was duly noted by the General Meeting.
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:
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

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:
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.
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.

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.
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.
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.
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
| 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
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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