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Aker AGM Information 2025
3526_rns_2025-04-04_57e9c7a0-fa2e-444c-990a-5040664128bb.pdf
AGM Information
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Proposal from the nomination committee of Aker ASA to the annual general meeting to be held on 30 April 2025
The nomination committee of Aker ASA comprises Kjell Inge Røkke (chair) and Leif-Arne Langøy. Olav Revhaug is a deputy member of the committee.
The nomination committee has held two meetings since the 2024 annual general meeting. The committee has, among other things reviewed the board's performance in 2024 and the board composition, conducted individual meetings with certain directors of the board and the President and CEO. The committee also received feedback from individual shareholders about the board's composition.
In connection with the annual general meeting of Aker ASA to be held on 30 April 2025, the nomination committee submits the following unanimous proposal.
1. Election of directors to the board
The board consists of four shareholder-elected directors: Kjell Inge Røkke (chair), Frank O. Reite (deputy chair), Karen Simon (director) and Kristin Krohn Devold (director). Frank O. Reite, Karen Simon, and Kristin Krohn Devold's terms end in 2025. The committee proposes that Frank O. Reite is re-elected for a period of two years and that Karen Simon and Kristin Krohn Devold are re-elected for a period of one year, all continuing in their current roles.
In its deliberations, the nomination committee has emphasized that a well-functioning board should have a composition that covers all relevant fields of competence and experience to discharge its oversight responsibilities in a satisfactory manner, and to be well suited to deal with opportunities and challenges facing Aker ASA. It is the nomination committee's view that the proposed board composition ensures such qualities. For the same reasons, the nomination committee proposes that the annual general meeting makes a joint vote over the entire proposed board composition.
While Kjell Inge Røkke represents the company's main shareholder TRG Holding AS, the other three board members will be independent of major shareholders in line with the requirements for independence as set out in the Norwegian Code of Practice for corporate governance (NUES). In addition, Karen Simon and Kristin Krohn Devold are independent of the company's executive personnel and material business contacts.
If the general meeting adopts the above proposals, the board of Aker ASA will comprise the following shareholder-elected directors:
Board of directors: Election period:
| • | Kjell Inge Røkke (chair) | 2024-2026 |
|---|---|---|
| • | Frank O. Reite (deputy chair) | 2025-2027 |
| • | Karen Simon (director) | 2025-2026 |
| • | Kristin Krohn Devold (director) |
2025-2026 |
A presentation of all the directors of the board, is to be found on pages 161-162 in the Aker ASA annual report for 2024.
2. Election of members to the nomination committee
The nomination committee consists of Kjell Inge Røkke (chair) and Leif-Arne Langøy. Olav Revhaug is a deputy member of the committee. Kjell Inge Røkke, Leif-Arne Langøy and Olav Revhaug's terms end in 2025. The nomination committee proposes that Kjell Inge Røkke, Leif-Arne Langøy and Olav Revhaug are re-elected for a period of two years, all continuing in their current roles
3. Proposed fees for the board of directors
The nomination committee proposes that the fees are increased by approximately 4.5%, from the annual general meeting in 2024 to the annual general meeting in 2025.
| Position | Proposed fees 2024 - 2025 (NOK) |
Fees 2023 - 2024 (NOK) |
|---|---|---|
| Chair | 736 000 | 704 000 |
| Deputy chair | 505 000 | 483 000 |
| Each of the other directors | 450 000 | 431 000 |
| Additional fee to the chairperson of the audit committee |
225 000 | 215 000 |
| Additional fee to the other members of the audit committee |
159 000 | 152 000 |
4. Proposed fees for the nomination committee
Fees for the chair and member of the nomination committee are proposed increased with approximately 4.5%, from NOK 55 000 to NOK 57 000 per member, from the annual general meeting in 2024 to the annual general meeting in 2025.
Fornebu, 4 April 2024 On behalf of the nomination committee of Aker ASA
Leif-Arne Langøy Member of the nomination committee