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Aker

AGM Information Apr 30, 2025

3526_rns_2025-04-30_23b2e2ca-548b-41da-8c77-23ef4ab1581a.pdf

AGM Information

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MINUTES OF

ANNUAL GENERAL MEETING IN

AKER ASA

On Wednesday 30 April 2025 at 11:00 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 65,000,540 shares, corresponding to 87,49% 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 7. The voting result for each respective item is set out on page 8.

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 2024, and the main figures from the annual accounts for 2024.

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

4. APPROVAL OF THE 2024 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 2024 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 2024 of NOK 26.50 per share, which represents a total dividend distribution of NOK 1 969 529 343 before reduction for holding of treasury shares.

5. APPROVAL OF EXECUTIVE REMUNERATION POLICY FOR AKER ASA

The General Meeting adopted the following resolution:

The general meeting approves the Executive Remuneration Policy for Aker ASA.

6. 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.

7. CONSIDERATION OF THE STATEMENT OF CORPORATE GOVERNANCE

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

8. 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 2024 Annual General Meeting until 2025 Annual General Meeting shall be set as follows:

  • NOK 736 000 to the chair of the board
  • NOK 505 000 to the deputy chair of the board
  • NOK 450 000 to each of the remaining board members
  • NOK 225 000 to audit committee chair
  • NOK 159 000 to audit committee members

9. 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 2024 Annual General Meeting until 2025 Annual General Meeting shall be set as follows:

NOK 57,000 for each member

10. ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS

The General Meeting adopted the following resolution:

In accordance with the proposal from the Nomination Committee Frank Ove Reite (deputy chair) is re-elected for a period of two years, and Karen Simon and Kristin Krohn Devold are re-elected 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

11. ELECTION OF MEMBERS TO THE NOMINATION COMMITTEE

The General Meeting adopted the following resolution:

In accordance with the proposal from the nomination committee, Kjell Inge Røkke (chair) and Leif Arne Langøy are re-elected in their positions for a period of two years. Further, Olav Revhaug is re-elected as deputy member to the nomination committee for a period of two years.

12. APPROVAL OF REMUNERATION TO THE AUDITOR FOR 2024

The General Meeting adopted the following resolution:

The auditor's fees of NOK 2.6 million for the audit of Aker ASA for 2024 are approved.

13. 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 2026, however not after 30 June 2026.

14. 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 2026, however not after 30 June 2026.

15. 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 2026, however not after 30 June 2026.

16. 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 2024.

The authorization may be used on one or more occasions.

The power of attorney is valid until the Annual General Meeting in 2026, however not after 30 June 2026.

17. 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 2026, however not after 30 June 2026.

****

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), 30 April 2025

(sign.) (sign.)

Øyvind Eriksen, Chair Charlotte Håkonsen, co-signer

Vedlegg 1 / Appendix 1: Fremmøtte aksjonærer / Shareholders present

Totalt representert /
Attendance Summary Report 11:29:01
AKER ASA
Generalforsamling / AGM
30 April 2025
Antall personer deltakende i møtet / 6
Registered Attendees:
Totalt stemmeberettiget aksjer representert 65,000,540
/ Total Votes Represented:
Totalt antall kontoer representert / 475
Total Accounts Represented:
Totalt stemmeberettiget aksjer / 74,292,751
Total Voting Capital:
% Totalt representert stemmeberettiget / 87.49%
% Total Voting Capital Represented:
Totalt antall utstede aksjer / Total Capital: 74,321,862
% Totalt representert av aksjekapitalen / % Total Capital 87.46%
Represented:
Selskapets egne aksjer / Company Own Shares: 29,111
Sub Total: 6 0 65,000,540
Registrerte Ikke-Stemmeberettigede
Registrerte Deltakere / Deltakere / Registered Non-Voting Registrerte Stemmer Kontoer /
Kapasitet / Capacity Registered Attendees Attendees / Registered Votes Accounts
Aksjonær / Shareholder (web) 3 0 1,064 3
Forhåndsstemmer / Advance votes 1 0 64,892,001 425
Styrets leder med fullmakt / COB with Proxy 1 0 107,473 46
Styrets leder med instruksjoner / COB with instruc 1 0 2 1

MarƟn S. Bråten DNB Bank ASA Issuer services

Vedlegg / Appendix 2: Stemmeoversikt / Voting overview

AKER ASA GENERALFORSAMLING / AGM 30 April 2025

Som registreringsansvarlig for avstemmingen på generalforsamlingen for aksjonærene i selskapet avholdt den 30 April 2025, BEKREFTES HERVED at resultatet av avstemmingen er korrekt angitt som følger:-

/

As scrutineer appointed for the purpose of the Poll taken at the General Meeting of the Members of the Company held on 30 April 2025, I HEREBY CERTIFY that the result of the Poll is correctly set out as follows:-

Totalt antall stemmeberettigede aksjer / Issued voting shares: 74,292,751

STEMMER / % STEMMER / % STEMMER / STEMMER % AV STEMME IKKE AVGITT
VOTES VOTES VOTES TOTALT / BERETTIG KAPITAL STEMME I MØTET /
FOR MOT / AVSTÅR / VOTES TOTAL AVGITT STEMME / % NO VOTES IN
AGAINST WITHHELD ISSUED VOTING SHARES
VOTED
MEETING
1 64,986,610 100.00 0 0.00 13,930 65,000,540 87.49% 0
2 64,986,557 100.00 2 0.00 13,981 65,000,540 87.49% 0
4 64,974,200 100.00 0 0.00 26,306 65,000,506 87.49% 34
5 59,123,798 90.97 5,871,235 9.03 5,473 65,000,506 87.49% 34
6 58,960,437 90.72 6,034,596 9.28 5,473 65,000,506 87.49% 34
8 64,999,421 100.00 4 0.00 1,081 65,000,506 87.49% 34
9 64,999,423 100.00 2 0.00 1,081 65,000,506 87.49% 34
10 61,613,105 94.79 3,386,918 5.21 483 65,000,506 87.49% 34
11 62,249,551 98.33 1,056,996 1.67 1,693,959 65,000,506 87.49% 34
12 64,975,693 99.98 10,843 0.02 13,970 65,000,506 87.49% 34
13 64,966,396 99.97 16,943 0.03 17,167 65,000,506 87.49% 34
14 60,694,987 93.38 4,305,479 6.62 40 65,000,506 87.49% 34
15 64,983,336 100.00 1 0.00 17,169 65,000,506 87.49% 34
16 65,000,462 100.00 4 0.00 40 65,000,506 87.49% 34
17 64,464,966 99.18 535,498 0.82 42 65,000,506 87.49% 34

Martin S. Bråten DNB Bank ASA Issuer services

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