Proposal from the nomination committee - Aker Solutions

OFFICE TRANSLATION
Proposal from the nomination committee of Aker Solutions ASA to the annual general meeting
of the company to be held on 13 April 2012
The nomination committee of Aker Solutions ASA comprises Leif-Arne Langøy (Chairman), Gerhard
Heiberg, Kjeld Rimberg, and Mette Wikborg.
The nomination committee has held three meetings since the 2011 annual general meeting. The
committee has inter alia received a review of the board’s self-evaluation for 2011, reviewed the
activities of the board of directors and received feedback from individual shareholders concerning the
composition of the board.
In connection with the annual general meeting of Aker Solutions ASA to be held on 13 April 2012, the
nomination committee submits the following unanimous proposal:
1. Appointment of members to the board of directors
According to the company’s existing articles of association, the board shall consist of 6 - 10 board
members. The board will propose for the company’s annual general meeting that the articles are
adjusted in such a way that the board of directors can consist of up to 12 directors. The nomination
committee’s proposal is submitted conditional upon the articles being amended as proposed.
Today the board has 10 board members, of which 6 are elected by the shareholders. None of the
board members elected by the shareholders are up for election on this year’s annual general meeting.
Board member Ida Helliesen will however resign from the board.
The committee proposes that today’s deputy board member Sarah Ryan is elected ordinary board
member. The committee also proposes that the board is expanded with two additional members;
Stuart Ferguson and Nicoletta Giadrossi. The committee proposes that all three board members are
elected for one year.
Dr. Sarah Ryan
Dr Sarah Ryan is an Investment Manager with Earnest Partners LLC. She holds a B.Sc. in
Geology, a B.Sc. in Geophysics and a Ph.D. in Petroleum Geology and Geophysics. Prior to
being appointed an Investment Manager with Earnest Partners LLC, she has been, inter alia,
the COO of MTEM Ltd., as well as manager with AGL and Schlumberger. Dr Sarah Ryan
holds no shares of Aker Solutions, is 46 years old, and is an Australian citizen.
Stuart Ferguson
Stuart Ferguson is consultant with Flux Oilfield Technology Ltd. which assists various
companies within the oil service industry. He is also a member of the board of a number of
companies, including Borets International Ltd., I-Pulse Inc., and Zi-Lift AS. Mr. Ferguson has a
B.Sc. in Chemical Engineering from University of Birmingham. Prior to being appointed
consultant, he has been, inter alia, Vice President of Reservoir Optimisation in Weatherford
International Inc. and Chief Technology Officer and Senior Vice President in Weatherford
International Ltd. Stuart Ferguson holds no shares in Aker Solutions, is 45 years old, and is a
UK citizen.
Nicoletta Giadrossi
Nicoletta Giadrossi is VP&GM for Europe, Middle East, and Africa in Dresser-Rand. She has a
BA in Mathematics and Economics from Yale University and a MBA from Harvard Business
School. Ms Giadrossi also has a background from the private equity industry, as well as
having held a number of leadership positions in the GE corporation, among them GM in
Oil&Gas Petrochemicals Division and COO in GE Equipment Management, Europe. Nicoletta
Giadrossi holds no shares in Aker Solutions, is 45 years old, and is an Italian citizen.
Proposal from the nomination committee Page 1 of 3

OFFICE TRANSLATION
All the above-mentioned board members are today considered independent of the company’s main
shareholder.
The nomination committee has emphasized that the company’s board should have a diverse
background in terms of experience, knowledge, and competence. This provides for a balanced
prioritizing of various considerations and good decisions for the development of the company. To
secure such considerations, the nomination committee proposes the annual general meeting makes a
joint vote over the entire proposed board composition.
In addition to the three above mentioned candidates, the board will consist of Øyvind Eriksen
(chairman), Mikael Lilius (deputy chairman), Kjell Inge Røkke, Anne Drinkwater, and Lone Fønss
Schrøder - all elected by the shareholders. The board also consists of the following board members
elected by the employees; Åsmund Knutsen, Atle Teigland, Hilde Karlsen, and Arild Håvik.
The candidates and the expansion of the board with two shareholders elected directors are also
proposed in order to add further industry experience and network, and at the same time to safeguard
continuity and succession. With regards to future resignations, nomination of replacements will not be
the default unless the total numbers of board members becomes less than 10. Should the total
number of board members proposed by the nomination committee at the ordinary general meeting in
the spring of 2013 be more than 10, the nomination committee will propose that the employees are
allowed to appoint one additional employee representative to the board.
2. Election of members to the nomination committee
Among the four members of the nomination committee, Gerhard Heiberg is the only member up for
election this year. The nomination committee proposes that Gerhard Heiberg is reappointed for a term
of two years.
3. Proposed fees for the board of directors
The nomination committee proposes the following fees for the board members for the period from the
2011 annual general meeting until the 2012 annual general meeting:
Chairman: NOK 6,606,647
Deputy chairman: NOK 410,000
Other board members (per member): NOK 310,000
Chairman and members of the reward committee (per member): NOK 27,500
Chairwoman of the audit committee: NOK 155,000
Members of the audit committee (per member): NOK 80,000
It is also proposed that shareholder elected deputy director Sarah Ryan receives a fee equivalent to
NOK 100,000 in basis fee, + NOK 18,000 per board meeting she has attended. Furthermore, it is
proposed that directors and deputy directors residing outside of the Nordic countries, with a significant
travel burden, receive an additional fee of NOK 12,500 per meeting with physical presence.
As per the annual general meeting in 2011, it is proposed that the chairman of the board receives an
additional fee. On 15 June 2010, the chairman was appointed executive chairman by the board of
directors. This in order to strengthen the company management team until a permanent CEO is
appointed. Based on a proposal from the board, the annual general meeting resolved to remunerate
the executive chairman with a compensation corresponding to the previous CEO’s compensation. An
addition fee based on the same principles is proposed also to this year’s general meeting, i.e. that the
executive chairman’s fee in total will amount to NOK 6,606,647 of which the additional fee equals NOK
6,036,647 and the ordinary board fee equals NOK 570,000. Apart from the raise in the ordinary
chairman fee from NOK 550,000 to 570,000, this implies no raise in his remuneration (except that the
chairman this year, unlike last year, has held the position as executive chairman for the entire period
since last annual general meeting).
Proposal from the nomination committee Page 2 of 3

OFFICE TRANSLATION
The proposal for changes in the fees means that the board fees (disregarding the additional fee to the
chairman of the board and the travel fee as described above) increase as follows:
AGM 2010 - 2011 AGM 2011 - 2012 Increase
Chairman 555,000 570,000 3.6%
Deputy Chairman 400,000 410,000 2.5%
Other board members (per person) 300,000 310,000 3.3%
The proposed increases are regarded as moderate and comparable with the overall wage
developments in the society.
It is the policy of the Aker companies that senior executives are not personally permitted to receive
directors’ fees from other companies within Aker. The directors’ fees are in such cases paid directly to
the company of which the relevant board member is an employee. Consequently, the directors’ fees
accruing to the chairman of the board will be paid to Aker ASA. The directors’ fees accruing to the
board member Kjell Inge Røkke will be paid to TRG AS.
4. Proposed fees for the nomination committee
Fees for chairman and members of the nomination committee are proposed to increase by NOK
1,000, from NOK 30,000 to NOK 31,000.
Oslo, 22 March 2012
On behalf of the nomination committee of Aker Solutions ASA
Leif-Arne Langøy
Chairman of the nomination committee
Proposal from the nomination committee Page 3 of 3