Aker Solutions ASA: Notice of Extraordinary General Meeting Regarding Merger With Kvaerner

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

August 21, 2020 - Reference is made to the stock exchange announcement by Aker Solutions ASA (“Aker Solutions”) on July 17, 2020, regarding, among other things, the contemplated merger with Kværner ASA (“Kvaerner”) as further set out in the merger plan dated July 17, 2020 (the “Merger”).

The Merger contemplates that Aker Solutions will absorb all the assets, rights and obligations of Kvaerner and that Kvaerner is dissolved. Completion of the Merger is conditional upon, inter alia, the approval by the general meetings in each of Aker Solutions and Kvaerner.

Aker Solutions hereby calls for an extraordinary general meeting to be held on September 25, 2020, at 09:00 CEST, whereby, among other things, the approval of the Merger is on the agenda. The meeting will be held at the headquarters of Aker Solutions at Oksenøyveien 8, 1366 Lysaker, Norway. 

Due to the COVID-19 situation, we urge shareholders to vote electronically prior to the meeting or issue a proxy to the chairman, and not attend physically. 

Go to https://akersolutions.com/egm-2020-merger to cast your vote. The deadline for prior voting is 16:00 CEST on September 23, 2020.

Please find attached the following documents:

• The notice of the general meeting including attendance and proxy forms
• The proposed resolutions for the general meeting in English and Norwegian
• The proposal from the nomination committee
• The merger plan including appendices, the report from the board of directors and the expert statements
• The updated guidelines for remuneration of executive management

All documents to be processed in the meeting will be made available on https://akersolutions.com/egm-2020-merger

ENDS

Aker Solutions helps the world meet its energy needs. We engineer the products, systems and services required to unlock energy. Our goal is to maximize recovery and efficiency of oil and gas assets, while using our expertise to develop the sustainable solutions of the future. Aker Solutions employs approximately 13,000 people in more than 20 countries.

Visit akersolutions.com and connect with us on Facebook, Instagram, LinkedIn, Twitter and YouTube.

This press release may include forward-looking information or statements and is subject to our disclaimer, see https://akersolutions.com

IMPORTANT NOTICE 
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of Aker Solutions or Kvaerner. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Neither Aker Solutions or Kvaerner intend to register any part of their securities in the United States or to conduct a public offering of securities in the United States. Any sale, offer or delivery in United States of the securities mentioned in this announcement will be made solely to U.S. shareholders of Kvaerner who are (i) non-U.S. persons as defined in Regulation S of the Securities Act, or (2) "accredited investors" as defined under Regulation D of the Securities Act. 

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Aker Solutions and Kvaerner believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which Aker Solutions and Kvaerner operate, Aker Solutions and Kvaerner's ability to attract, retain and motivate qualified personnel, changes in Aker Solutions' and Kvaerner's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Neither Aker Solutions nor Kvaerner guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither Aker Solutions nor Kvaerner undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. 

Skandinaviska Enskilda Banken AB (publ) is acting exclusively for Aker Solutions in connection with the merger and for no one else and will not be responsible to anyone other than Aker Solutions for providing the protections afforded to its clients or for providing advice in relation to the merger. 

Arctic Securities AS is acting exclusively for Kvaerner in connection with the merger and for no one else and will not be responsible to anyone other than Kvaerner for providing the protections afforded to its clients or for providing advice in relation to the merger. 

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of Aker Solutions or Kvaerner. 

Neither Skandinaviska Enskilda Banken AB (publ), Carnegie AS, Arctic Securities AS nor any of their respective affiliates accepts any liability arising from the use of this announcement. 

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.