AI assistant
Aker — AGM Information 2026
Apr 22, 2026
3526_rns_2026-04-22_de25d6fa-4836-4664-a169-825be2d8f930.pdf
AGM Information
Open in viewerOpens in your device viewer
AKER
MINUTES OF
ANNUAL GENERAL MEETING IN
AKER ASA
On Wednesday 22 April 2026 at 11:00 the Annual General Meeting in Aker ASA was held digitally.
The following items were on the agenda:
- 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 64,674,364 shares, corresponding to 87,06% 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.
- ELECTION OF A PERSON TO CO-SIGN THE MINUTES OF MEETING ALONG WITH THE MEETING CHAIR
Fredrik Berge was elected to co-sign the minutes along with the meeting chair.
- PRESENTATION OF BUSINESS ACTIVITIES
Svein O. Stoknes, CFO, gave a presentation of the business activities and the important occurrences in the group in 2025, and the main figures from the annual accounts for 2025.
After the presentation, the meeting chair opened for questions and comments.
- APPROVAL OF THE 2025 ANNUAL ACCOUNTS OF AKER ASA AND GROUP CONSOLIDATED ACCOUNTS AND THE BOARD OF DIRECTORS’ REPORT, INCLUDING DISTRIBUTION OF DIVIDEND
Aker ASA
Oksenøyveien 10, P.O. Box 243 Lysaker, NO-1326 Lysaker, NORWAY
Web: www.akerasa.com | Phone: +47 24 13 00 00
Enterprise no. NO886581432 VAT
AKER
The General Meeting adopted the following resolution:
The general meeting approves the annual accounts for 2025 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 2025 of NOK 29,00 per share, which represents a total dividend distribution of NOK 2 155 333 998 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 2025 annual general meeting until 2026 annual general meeting shall be set as follows:
- NOK 765 000 to the chair of the board
- NOK 525 000 to the deputy chair of the board
- NOK 468 000 to each of the remaining board members
- NOK 234 000 to audit committee chair
- NOK 165 000 to audit committee members
Page 2|6
A K E R
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 2025 annual general meeting until 2026 annual general meeting shall be set as follows:
- NOK 59,000 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 Kjell Inge Røkke is re-elected as chair and Kristin Krohn Devold is re-elected as director, both for a period of one year.
The Board of Directors will then consist of the following members elected by the shareholders:
- Kjell Inge Røkke (chair)
- Frank Ove Reite (deputy chair)
- Kristin Krohn Devold (director)
11. APPROVAL OF REMUNERATION TO THE AUDITOR FOR 2025
The General Meeting adopted the following resolution:
The auditor's fees of NOK 3.6 million for the audit of Aker ASA for 2025 are approved.
12. REVISED INSTRUCTIONS FOR THE NOMINATION COMMITTEE
The General Meeting adopted the following resolution:
The General Meeting resolves to approve the revised Instructions for the Nomination Committee.
Page 3|6
AKER
13. AMENDMENT OF ARTICLES OF ASSOCIATION
The General Meeting adopted the following resolution:
The revised proposal to amend Sections 4 and 5 of the Articles of Association is adopted in accordance with the proposal of the Board of Directors.
14. 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 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 10 and NOK 2,000 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 2027, however not after 30 June 2027.
15. 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 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 10 and NOK 2,000 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 2027, however not after 30 June 2027.
Page 4|6
AKER
16. 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 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 10 and NOK 2,000 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 2027, however not after 30 June 2027.
17. AUTHORISATION TO THE BOARD OF DIRECTORS TO RESOLVE DISTRIBUTION OF ADDITIONAL DIVIDEND
The General Meeting adopted the following resolution:
The board is authorised to resolve the distribution of additional dividends on the basis of the company's annual accounts for 2025.
The authorisation may be used on one or more occasions.
The power of attorney is valid until the annual general meeting in 2027, however not after 30 June 2027.
18. AUTHORISATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL
The General Meeting adopted 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.
Page 5 | 6
AKER
The power of attorney is valid until the annual general meeting in 2027, however not after 30 June 2027.
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), 22 April 2026
(sign.)
Øyvind Eriksen, Chair
(sign.)
Fredrik Berge, co-signer
Page 6|6
Vedlegg 1 / Appendix 1: Fremmøtte aksjonærer / Shareholders present
Totalt representert /
Attendance Summary Report
Aker ASA
Generalforsamling / AGM
22 April 2026
Antall personer deltakende i møtet /
Registered Attendees: 8
Totalt stemmeberettiget aksjer representert
/ Total Votes Represented: 64,674,364
Totalt antall kontoer representert /
Total Accounts Represented: 570
Totalt stemmeberettiget aksjer /
Total Voting Capital: 74,289,281
% Totalt representert stemmeberettiget /
% Total Voting Capital Represented: 87.06%
Totalt antall utstede aksjer / Total Capital: 74,321,862
% Totalt representert av aksjekapitalen / % Total Capital Represented: 87.02%
Selskapets egne aksjer / Company Own Shares: 32,581
Sub Total: 8 0 64,674,364
| Kapasitet / Capacity | Registrerte Deltakere / Registered Attendees | Registrerte Ikke-Stemmeberettigede Deltakere / Registered Non-Voting Attendees | Registrerte Stemmer / Registered Votes | Kontoer / Accounts |
|---|---|---|---|---|
| Aksjonær / Shareholder (web) | 5 | 0 | 3,899 | 5 |
| Styrets Leder med fullmakt / COB with proxy | 1 | 0 | 106,119 | 46 |
| Styrets leder med instruksjoner / COB with instruc | 1 | 0 | 914 | 2 |
| Forhåndsstemmer / Advance votes | 1 | 0 | 64,563,432 | 517 |
Martin S. Bråten
DNB Bank ASA
DNB Carnegie Issuer Services
Vedlegg / Appendix 2: Stemmeoversikt / Voting overview
Aker ASA GENERALFORSAMLING / AGM 22 April 2026
Som registreringsansvarlig for avstemmingen på generalforsamlingen for aksjonærene
i selskapet avholdt den 22 April 2026, 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 22 April 2026, I HEREBY CERTIFY that the result of the Poll is correctly set out as follows:-
Totalt antall stemmeberettigede aksjer / Issued voting shares: 74,289,281
| STEMMER / VOTES FOR | % | STEMMER / VOTES MOT | % | STEMMER / VOTES AVSTÅR | STEMMER TOTALT / VOTES TOTAL | % AV STEMME-BERETTIG KAPITAL AVGITT STEMME / % ISSUED VOTING SHARES VOTED | IKKE AVGITT STEMME I MØTET / NO VOTES IN MEETING | |
|---|---|---|---|---|---|---|---|---|
| 1 | 64,674,353 | 100.00 | 0 | 0.00 | 10 | 64,674,363 | 87.06% | 1 |
| 2 | 64,673,363 | 100.00 | 0 | 0.00 | 1,000 | 64,674,363 | 87.06% | 1 |
| 4 | 64,667,381 | 100.00 | 0 | 0.00 | 6,982 | 64,674,363 | 87.06% | 1 |
| 5 | 58,509,858 | 90.52 | 6,129,155 | 9.48 | 35,350 | 64,674,363 | 87.06% | 1 |
| 6 | 57,905,855 | 89.58 | 6,733,477 | 10.42 | 35,031 | 64,674,363 | 87.06% | 1 |
| 8 | 64,673,748 | 100.00 | 9 | 0.00 | 606 | 64,674,363 | 87.06% | 1 |
| 9 | 64,673,748 | 100.00 | 9 | 0.00 | 606 | 64,674,363 | 87.06% | 1 |
| 10.1 | 60,030,616 | 92.82 | 4,643,693 | 7.18 | 54 | 64,674,363 | 87.06% | 1 |
| 10.2 | 59,834,585 | 92.52 | 4,838,777 | 7.48 | 1,001 | 64,674,363 | 87.06% | 1 |
| 11 | 64,616,379 | 99.91 | 56,930 | 0.09 | 1,054 | 64,674,363 | 87.06% | 1 |
| 12 | 64,650,270 | 99.96 | 23,596 | 0.04 | 497 | 64,674,363 | 87.06% | 1 |
| 13 | 64,672,552 | 100.00 | 0 | 0.00 | 1,811 | 64,674,363 | 87.06% | 1 |
| 14 | 64,567,650 | 99.87 | 81,881 | 0.13 | 24,832 | 64,674,363 | 87.06% | 1 |
| 15 | 64,642,167 | 99.95 | 30,828 | 0.05 | 1,368 | 64,674,363 | 87.06% | 1 |
| 16 | 64,567,648 | 99.87 | 81,881 | 0.13 | 24,834 | 64,674,363 | 87.06% | 1 |
| 17 | 64,673,297 | 100.00 | 12 | 0.00 | 1,054 | 64,674,363 | 87.06% | 1 |
| 18 | 64,242,991 | 99.33 | 431,318 | 0.67 | 54 | 64,674,363 | 87.06% | 1 |
Martin S. Bråten
DNB Bank ASA
DNB Carnegie Issuer Services