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Aker Proxy Solicitation & Information Statement 2026

Mar 27, 2026

3526_rns_2026-03-27_b2197a9b-b0a2-497e-baac-45fbdc8f6dc1.pdf

Proxy Solicitation & Information Statement

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AKER

Notice of annual general meeting of Aker ASA

Notice is hereby given of the annual general meeting of Aker ASA. The annual general meeting will be held on Wednesday 22 April 2026 at 11:00h. The general meeting will be held as a digital meeting only (in Norwegian) without physical attendance for shareholders. On the company's website you will find a description of how you as a shareholder can participate.

The annual general meeting will be held for the purposes stated below:

  1. Opening of the annual general meeting, including approval of the notice and agenda
  2. Election of a person to co-sign the minutes of meeting along with the meeting chair
  3. Presentation of business activities (no voting)
  4. Approval of the 2025 annual accounts of Aker ASA and group consolidated accounts and the board of directors' report, including distribution of dividend
  5. Approval of Executive Remuneration Policy for Aker ASA
  6. Advisory vote on the Executive Remuneration Report for Aker ASA
  7. Consideration of the statement of corporate governance (no voting)
  8. Stipulation of remuneration to the members of the board of directors and the audit committee
  9. Stipulation of remuneration to the members of the nomination committee
  10. Election of members to the board of directors
  11. Approval of remuneration to the auditor for 2025
  12. Revised instructions for the nomination committee
  13. Amendment of articles of association

The Board of Directors proposes to amend Section 4 of the Articles of Association by adding the following sentence: "Each member of the Board of Directors elected by the shareholders shall be elected for a term of one year."

Furthermore, the Board of Directors proposes to amend Section 5 of the Articles of Association by adding the following sentence: "Each member of the nomination committee shall be elected for a term of one year."

  1. Authorization to the board of directors to purchase treasury shares in connection with acquisitions, mergers, de-mergers or other transactions

  2. Authorization to the board of directors to purchase treasury shares in connection with the share program for the employees

  3. Authorization to the board of directors to purchase treasury shares for investment purposes or for subsequent sale or deletion of such shares
  4. Authorization to the board of directors to resolve distribution of additional dividends
  5. Authorization to the board of directors to increase the share capital

The shares of the company and the right to vote for shares

The company's share capital is NOK 2,081,012,136 divided into 74,321,862 shares, each having a face value of NOK 28. Each share carries one vote. As of 27 March 2026, the company holds 32 581 own shares and voting rights cannot be exercised for these.

Only those who are shareholders on Wednesday 15 April, 2026 (the registration date) have the right to participate and vote at the general meeting. Owners of shares held through a custodian must additionally ensure that the company is notified separately, see below.

The shareholders' rights

A shareholder cannot demand that new items are added to the agenda now, when the deadline for such request has expired, cf. the Public Limited Liability Companies Act section 5-11 second sentence. A shareholder has the right to make proposals for a resolution regarding the items which will be considered by the general meeting.

A shareholder has the right to request board members and the CEO to provide necessary information to the general meeting that may influence the approval of the annual accounts and the board of directors' report; items brought before the general meeting for approval; the company's financial state, including information on other companies in which the company participates, and other items to be discussed at the general meeting, unless the information requested may not be disclosed without causing disproportionate harm to the company.

If additional information is necessary, and an answer will not be given at the general meeting, a written answer shall be prepared within two weeks from the date of the general meeting. Such answer shall be available at the company's office and sent to shareholders requesting the information. If the answer is considered material for evaluation of the circumstances


AKER

mentioned in the previous paragraph, the answer should be sent to all shareholders with known address.

Participation

The general meeting will be held as a digital meeting via Lumi AGM on https://dnb.lumiconnect.com/100-867-353-022. Click on the link or copy the URL to your browser to attend the general meeting.

By participating online via Lumi AGM shareholders can vote on each agenda item, submit written questions from smartphones, tablets or stationary devices as well as follow live webcast (in Norwegian). No pre-registration is required for shareholders who want to participate, but shareholders must be logged on before the general meeting starts. If a shareholder logs in after the meeting has started access will be given but with no voting rights. We therefore encourage shareholders to log in well in advance of the general meeting. The general meeting is open for login one hour before start-up.

Secure identification of shareholders will be done using the PIN code and reference number listed on the attached form or on the shareholder's account in VPS Investor Services.

More information and guidelines regarding digital participation via Lumi AGM is available on www.akerasa.com.

Shares held in custodian accounts

According to the Public Limited Liability Companies Act § 1-8, as well as regulations on intermediaries covered by the Central Securities Act § 4-5 and related implementing regulations, notice is sent to custodians who pass on to shareholders for whom they hold shares. Shareholders must communicate with their custodians, who is responsible for conveying votes, proxies or enrollment. Custodians must according to Section 5-3 of the Public Limited Liability Companies Act register this with the company no later than 2 working days before the general meeting, i.e. no later than Monday 20 April 2026 at 16:00h.

Voting prior to the general meeting and proxies

Instead of participating online, shareholders may prior to the general meeting cast vote on each agenda item via the company's website, www.akerasa.com, or via https://investor.vps.no/garm/auth/login (PIN-code and reference number from the notice of attendance is required). The deadline for prior voting is Monday 20 April 2026 at 16:00h. Up until the deadline, votes already cast may be changed or withdrawn.

Shareholders who wish to participate at the general meeting by using a proxy, can submit this via the company's website www.akerasa.com or via VPS Investor Services, a service offered by most registrars in Norway, or by completing and returning the enclosed attendance form scanned by email to [email protected], or alternatively by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo. The deadline for submitting proxies is Monday 20 April 2026 at 16:00h. Proxy with or without voting instructions, can if desirable, be given to the meeting chair or the person he appoints.

Shareholders who have voted in advance or given a proxy may log in to the digital meeting via Lumi AGM but will not be able to vote on the agenda items during the meeting.

Electronic Investor Information

Aker ASA urges shareholders to receive investor messages from the Norwegian Central Securities Depository (Euronext VPS) electronically, both from an environmental and cost perspective. To receive investor information electronically, including invitations to general meetings, visit your online bank or https://investor.vps.no/garm/auth/login.


The following documents will be available on www.akerasa.com:

  • This notice and the enclosed proxy form
  • The Board of Directors' proposed resolutions for the annual general meeting for the items listed above
  • The recommendation of the nomination committee
  • The Board of Directors proposed 2025 annual accounts and annual report including sustainability statement and auditor's report
  • Corporate Governance Statement 2025
  • Executive Remuneration Policy for Aker ASA
  • Executive Remuneration Report for Aker ASA
  • Revised instructions for the nomination committee
  • Revised articles of association
  • Guideline for online participation

Any shareholder, who would like to receive the documents, can send email to [email protected] or regular mail to Aker ASA, P.O. Box 243, 1326 Lysaker, Norway.

Pursuant to section 7 of Aker ASA's Articles of Association and Section 5-12 (1) of the Public Limited Liability Companies Act, the chair of the board, Kjell Inge Røkke, has appointed CEO Øyvind Eriksen to open and chair the annual general meeting.

The share will be traded on Oslo Stock Exchange ex-dividend from and including 23 April 2026. The dividend will be paid on or about 5 May 2026.

27 March 2026

Aker ASA

Board of Directors

Enclosure: Proxy form


AKER

Notice of Annual General Meeting in Aker ASA

Ordinary general meeting in Aker ASA will be held on Wednesday 22 April 2026 at 11:00h as a digital meeting.

The shareholder is registered with the following amount of shares at summons: _____ and votes for the number of shares registered in the share register per Wednesday 15 April 2026.

Deadline for registration of advance votes, proxies and instructions is Monday 20 April 2026 at 16:00h.

Electronic registration

Alternatively, "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".

Step 1 – Register during the registration period:

  • Either through the company's website www.akerasa.com using a reference number and PIN – code (for those of you who receive the notice by post-service), or
  • Log in through VPS Investor services; available at https://investor.vps.no/garm/auth/login or through own account manager (bank/broker). Once logged in – choose Corporate Actions – General Meeting – ISIN

You will see your name, reference number, PIN – code and balance. At the bottom you will find these choices:

Enroll Advance Vote Delegate proxy Close

"Enroll" – There is no need for registration for online participation
"Advance vote" – If you would like to vote in advance of the meeting
"Delegate Proxy" – Give proxy to the chair of the Board of Directors or another person
"Close" – Press this if you do not wish to make any registration

Step 2 – The general meeting day:

Online participation: Please login through https://dnb.lumiconnect.com/100-867-353-022. You must identify yourself using the reference number and PIN - code from VPS - see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm).

If you log in after the meeting has started, you will be granted access, but without the right to vote.


AKER

Form for submission by post or e-mail for shareholders who cannot register their elections electronically

The signed form can be sent as an attachment in an e-mail* to [email protected] (scan this form) or by post service to DNB Bank Registrars Department, P.O Box 1600 Sentrum, 0021 Oslo. Deadline for registration of advance votes, proxies and instructions must be received no later than Monday 20 April 2026 at 4:00 pm (CEST) If the shareholder is a company, the signature must be in accordance with the company certificate.

*Will be unsecured unless the sender secures the e-mail.

___ shares would like to be represented at the general meeting in Aker ASA on Wednesday 22 April 2026 as follows (mark off):

☐ Proxy to the Chair of the Board of directors or the person he or she authorizes (mark "For", "Against" or "Abstain" on the individual items below if you want the Proxy to be with instructions)
☐ Advance votes (mark «For», «Against» or «Abstain» on the individual items below)
☐ Open proxy to the following person (do not mark items below – agree directly with your proxy solicitor if you wish to give instructions on how to vote)

(enter the proxy solicitors name in the block letters)

Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm) for login details.

Voting shall take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the board's and the election committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy solicitor determines the voting.

Agenda for the Aker ASA General Meeting 22 April 2026 For Against Abstain
1. Opening of the annual general meeting, including approval of the notice and agenda
2. Election of a person to co-sign the minutes of meeting along with the meeting chair
3. Presentation of business activities (no voting) No voting
4. Approval of the 2025 annual accounts of Aker ASA and group consolidated accounts and the board of directors’ report, including distribution of dividend
5. Approval of Executive Remuneration Policy for Aker ASA
6. Advisory vote on the Executive Remuneration Report for Aker ASA
7. Consideration of the statement of corporate governance (no voting) No voting
8. Stipulation of remuneration to the members of the board of directors and the audit committee
9. Stipulation of remuneration to the members of the nomination committee
10. Election of members to the board of directors
Re-election of Kjell Inge Røkke as chair of the board
Re-election of Kristin Krohn Devold as director
11. Approval of remuneration to the auditor for 2025
12. Revised instructions for the nomination committee
13. Amendment of articles of association
14. Authorization to the board of directors to purchase treasury shares in connection with acquisitions, mergers, de-mergers or other transactions
15. Authorization to the board of directors to purchase treasury shares in connection with the share program for the employees
16. Authorization to the board of directors to purchase treasury shares for investment purposes or for subsequent sale or deletion of such shares
17. Authorization to the board of directors to resolve distribution of additional dividends
18. Authorization to the board of directors to increase the share capital

The form must be dated and signed.

Place

Date

Shareholder's signature