Aker

AGM Information • Mar 22, 2024

PROPOSED GENERAL MEETING RESOLUTIONS

Item 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 annual report, which consists of the annual accounts, the board of directors' report and the auditor's statement for 2023, 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 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.

Item 5. Advisory vote on the Executive Remuneration Report for Aker ASA

The report on remuneration to Executives in Aker for the accounting year 2023 is available at the Company's website www.akerasa.com.

The report is subject to an advisory vote at the general meeting in accordance with section 5-6 fourth paragraph of the Public Limited Companies Act.

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

The general meeting supports the Executive Remuneration Report 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:

Aker ASA

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

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 2023 annual general meeting until 2024 annual general meeting shall be set as follows:

• NOK 55,000 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 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

Item 10. Approval of remuneration to the auditor for 2023

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

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

Item 11. 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 2025, however not after 30 June 2025.

The authorisations proposed under items 11, 12 and 13 must be seen in context. Each of the authorisations is structured to allow for purchasing of treasury shares up to a maximum of approximately 10% of the total share capital. Under the Norwegian Public Limited Liability Companies Act, a company is not entitled to purchase treasury shares (own shares) to reach a total holding of treasury shares – including any existing treasury shares held – in excess of 10% of the share capital. This means that the three authorisations cannot be utilized combined to purchase treasury shares for up to 30% of the share capital. The three authorisations may not be exercised, separately or in combination, to reach a total holding of treasury shares at any given time in excess of 10% of the share capital.

Item 12. 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 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 2025, however not after 30 June 2025.

The authorisations proposed under items 11, 12 and 13 must be seen in context. Each of the authorisations is structured to allow for purchasing of treasury shares up to a maximum of approximately 10% of the total share capital. Under the Norwegian Public Limited Liability Companies Act, a company is not entitled to purchase treasury shares (own shares) to reach a total holding of treasury shares – including any existing treasury shares held – in excess of 10% of the share capital. This means that the three authorisations cannot be utilized combined to purchase treasury shares for up to 30% of the share capital. The three authorisations may not be exercised, separately or in combination, to reach a total holding of treasury shares at any given time in excess of 10% of the share capital.

Item 13. 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 2025, however not after 30 June 2025.

The authorisations proposed under items 11, 12 and 13 must be seen in context. Each of the authorisations is structured to allow for purchasing of treasury shares up to a maximum of approximately 10% of the total share capital. Under the Norwegian Public Limited Liability Companies Act, a company is not entitled to purchase treasury shares (own shares) to reach a total holding of treasury shares – including any existing treasury shares held – in excess of 10% of the share capital. This means that the three authorisations cannot be utilized combined to purchase treasury shares for up to 30% of the share capital. The three authorisations may not be exercised, separately or in combination, to reach a total holding of treasury shares at any given time in excess of 10% of the share capital.

Item 14. 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 2023.

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 2023.

The authorisation 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.

Item 15. 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 up to 10 per cent of the current share capital. The purposed authorisation is to be able to strengthen the company's equity if needed, to use the company's shares as consideration in connection with acquisitions, mergers, de-mergers or other transactions, 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' preemption 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 to merge the company.

The power of attorney is valid until the annual general meeting in 2025, however not after 30 June 2025.