Aker — Remuneration Information 2021

Apr 6, 2021

Executive Remuneration Policy for Aker ASA

For approval by the annual general meeting on 28 April 2021

Introduction

This policy has been prepared by the board of directors of Aker ASA (the "company" or "Aker") in accordance with the Norwegian Public Limited Liability Companies Act section 6- 16a and provides the framework for the remuneration of executives in Aker ASA. It is the view of the board that these guidelines support the company's business strategy and longterm interests.

The policy is presented for approval by the company's annual general meeting to be held on 28 April 2021. The Board of Directors may decide to deviate entirely or partly from the guidelines in individual cases, provided that there are special circumstances that make such deviation necessary in order to satisfy the long-term interests of the company. Any such deviations shall be approved by the board of directors of Aker ASA, and the reason for such deviations shall be included in the minutes of the board meeting. Deviations shall also be described in the remuneration report produced each year.

Any substantial change to the guidelines and principles for the remuneration to the executive team shall be presented and explained by the board and approved by the general meeting of the company. The policy shall in any case be reviewed and approved by the general meeting every fourth year. The guidelines approved by the general meeting shall immediately be published on the company's website.

The company's annual report provides details on the remuneration received by the executive team in 2020, which also was in accordance with the principles set out in this policy. For each financial year from 2022, the board shall prepare a remuneration report in accordance with the Norwegian Public Limited Liability Companies Act section 6-16b prior to the annual general meeting, to be made available on the company's website.

Purpose, process and alignment with business strategy

The main purpose of the executive remuneration is to attract and retain executives, to align interests between executives and the company's shareholders and stimulate to a strong and enduring profit-oriented culture that ensures share price growth. The remuneration to the executives shall promote the achievement of good financial results and leadership in accordance with the company's values and business ethics and shall reflect the content and complexity of the executives' position as well as the performance of the individual.

In preparing this executive remuneration policy, considerations were also given to the remuneration components and employment terms of the company's other employees, as well as the rate of increase in the remuneration over time, to assess whether the guidelines are reasonable.

The remuneration policy aims to provide a framework for remuneration of executives aligned with the company's business strategy and long-term interests, including long-term sustainability, profitability and long-lasting growth in shareholder value.

Remuneration components

In line with other Aker personnel, the members of the executive team are offered standard employment contracts with terms and conditions consistent with industry standard. Their employment contracts can be terminated on three months' notice. In accordance with statutory law, the company may request the resignation of the CEO at its own discretion but will be obliged to pay severance payment in the amount of 3 months' salary from the expiry of the notice period.

The total remuneration package for executives consists of a fixed salary, standard employee pension and insurance coverage, a variable salary element and share programs. The fixed salary for executives shall be in line with the market level for corresponding jobs in the industry and be based on responsibilities, expertise, and performance. The level of fixed salary is to be reviewed regularly, usually annually. All variable salary shall be subject to a cap.

Within the framework of the agreements entered into, the remuneration to the President and CEO shall be recommended by the chairman of the board and approved by the board of directors on an annual basis, while the remuneration to other executives shall be approved by the CEO, in consultation with the chairman, and informed to the board on an annual basis.

Share program

Executives may be offered to purchase shares in the company or in affiliated companies. Shares may be offered at a price reduction, or additional shares may be awarded, in exchange for accepting a defined lock-up period on the acquired shares. The company does not offer stock option programmes for its employees.

Variable salary

The Company shall have a variable salary program for the executive team to ensure alignment between performance and remuneration. The variable salary program shall promote the company's goals and align employees' and shareholders' motivation. The intention of the variable salary is to incentivise the executives to contribute to sound financial results for the company and executive leadership in accordance with the company's values and business ethics.

The variable salary program has three main components. The first component is a payment of cash bonus depending on dividends on the company's shares, calculated based on dividend per share proposed by the board of directors. The second component is a payment of cash bonus based on personal goal achievement, including evaluation of each participant's contribution to the company's value creation, personal achievements and

development. These variable salary elements may total up to a defined percentage of fixed salary (maximum 100%). Work on special projects may entitle an employee to an additional bonus.

In addition, the third component of the variable salary is a granting of bonus shares calculated on the basis of the increase in the company's net asset value. The maximum gross value the executives may be awarded bonus shares for is 40% of fixed salary. The value of any bonus shares awarded equals the share price at the award minus a deduction to take into account a three-year lock-up period.

Furthermore, the employees have an option to buy Aker shares at a discount. The number of shares that can be purchased during the vesting year is calculated based on the estimated number of bonus shares the participant may theoretically receive at the end of the earning year if he/she achieves the maximum bonus. A lock-up period of three years applies from the date the shares are received.

The variable salary program for the President and CEO is discretionary and may total up to two-thirds of the fixed salary.

Executives may be paid additional remuneration in extraordinary circumstances, provided that such extraordinary arrangements are made only at an individual level and with the view to either recruit or retain an executive, as compensation for extraordinary work beyond individual usual duties or as part of a termination settlement.

Other benefits

The executive team participate in the collective pension and insurance scheme open to all employees in the company. The collective pension and insurance scheme applies for salaries up to 12G.

No executives in Aker have performance-based pension plans and there are no current loans, prepayments or other forms of credit or guarantees from the company to its executive team. No members of the executive management are part of any option- or incentive programs other than what is described in this policy.