Annual general meetings

The company encourages shareholders to attend the general meeting. It is a priority for the company to hold the general meeting as soon as possible after year end. Notices convening general meetings, including comprehensive documentation relating to the items on the agenda, hereunder the recommendation of the nomination committee, are made available on an ongoing basis on the company’s website no later than 21 days prior to the general meeting. The articles of association of the company stipulate that documents pertaining to matters to be deliberated by the general meeting shall only be made available on the company’s website, and not normally be sent physically by post to the shareholders unless required by statute.

The deadline for registering intended attendance is as close to the general meeting as possible, but not shorter than five days before the meeting. Shareholders who are unable to attend may vote by proxy. Moreover, information concerning both the registration procedure and the filing of proxies is included in the notice convening the general meeting and on the registration form. The company also aims to structure, to the extent practicable, the proxy form such as to enable the shareholders to vote on each individual item on the agenda.

The articles of association stipulate that the general meetings shall be chaired by the chairman of the board of directors or a person appointed by said chairman. According to the Code of Practice the board should however “make arrangements to ensure an independent chairman for the general meeting”. Thus, Aker Solutions’ articles deviates from the Code of Practice in this respect. This has its background in a long-lasting tradition in Aker Solutions. Having the chairman of the board also chairing the general meeting also simplifies the preparations for the general meetings significantly.

It is intended for the board of directors, the chairman of the nomination committee, and the company’s auditor to attend the general meeting.

It is a priority for the nomination committee that the board of directors shall work in the best possible manner as a team, and that the background and competence of the board members shall complement each other. As a consequence, the board of directors will propose that the shareholders are invited to vote on the full board composition proposed by the nomination committee as a group, and not on each member separately. Hence, Aker Solutions deviates from the Code of Practice stipulating that one should make “appropriate arrangements for the general meeting to vote separately on each candidate nominated for election to the company's corporate bodies”.

It is a priority for the general meeting to be conducted in a sound manner, with all shareholder votes to be cast, to the extent possible, on the basis of the same information. The company has thus far not deemed it advisable to recommend the introduction of an electronic attendance. The company will contemplate the introduction of such arrangements on an ongoing basis in view of; inter alia, the security and ease of use offered by available systems.

Minutes of general meetings will be published as soon as practicable on the announcement system of the Oslo Stock Exchange, www.newsweb.no (ticker: AKSO), and on the company’s own website, www.akersolutions.com, in the Investor section.