Aker — Proxy Solicitation & Information Statement 2026

Mar 27, 2026

AKER

Proposal from the nomination committee of Aker ASA to the annual general meeting to be held on 22 April 2026

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 2025 annual general meeting. The committee has, among other things reviewed the board's performance in 2025 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 22 April 2026, 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).

The nomination committee has previously followed the practice of nominating directors either for one year or for overlapping two-year terms. The committee notes that Aker ASA competes in a rapidly changing marketplace, and that it is important for the nomination committee to retain the flexibility to nominate, and the general assembly the authority to determine the overall composition of the board on an annual basis. Consequently, the nomination committee will change its practice and, going forward, will propose that directors be elected for one year, i.e. until the next annual general meeting.

The terms of office of Kjell Inge Røkke and Kristin Krohn Devold expire in 2026. The nomination committee proposes that Kjell Inge Røkke be re-elected as chair of the board and that Kristin Krohn Devold be re-elected as director, both for the period from the annual general meeting in 2026 until the annual general meeting in 2027.

Karen Simon has announced that she is not available for re-election. The nomination committee would like to express its gratitude for her strong contribution to Aker ASA over many years.

As Aker ASA over the past year has focused its portfolio and strengthened positions in several new verticals such as AI infrastructure and real estate, the nomination committee is currently assessing the future board composition to best support the company. This assessment is ongoing, and the nomination committee believes it is important to allow sufficient time to complete a thorough review before presenting a proposal for the shareholders. The

Aker ASA

Oksenøyveien 10, P.O. Box 243 Lysaker, NO-1326 Lysaker, NORWAY

Web: www.akerasa.com

Enterprise no. NO886581432 VAT

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AKER

committee will therefore not propose any additions to the board now, but will revert to the shareholders once the process has been concluded and a recommendation is ready.

If the general meeting adopts the above proposals, the board of Aker ASA will comprise the following shareholder-elected directors:

Board of directors:
- Kjell Inge Røkke (chair)
- Frank O. Reite (deputy chair)
- Kristin Krohn Devold (director)

Election period:
2026-2027
2025-2027
2026-2027

A presentation of all the directors of the board, is to be found on page 148 in the Aker ASA annual report for 2025.

2. Proposed fees for the board of directors

The nomination committee proposes that the fees are increased by approximately 4%, from the annual general meeting in 2025 to the annual general meeting in 2026.

| Position | Proposed fees
2025 – 2026 (NOK) | Fees
2024 - 2025 (NOK) |
| --- | --- | --- |
| Chair | 765 000 | 736 000 |
| Deputy chair | 525 000 | 505 000 |
| Each of the other directors | 468 000 | 450 000 |
| Additional fee to the chairperson of the audit committee | 234 000 | 225 000 |
| Additional fee to the other members of the audit committee | 165 000 | 159 000 |

3. Proposed fees for the nomination committee

Fees for the chair and member of the nomination committee are proposed increased by approximately 4%, from NOK 57 000 to NOK 59 000 per member, from the annual general meeting in 2025 to the annual general meeting in 2026.

Fornebu, 27 March 2026

On behalf of the nomination committee of Aker ASA

Leif-Arne Langøy

Member of the nomination committee