Proposal from the Nomination Committee of Kværner ASA to the Annual General Meeting of the Company to Be Held 9 April 2015

Proposal from the Nomination Committee of Kværner ASA to the Annual General Meeting of the company to be held 9 April 2015

The Nomination Committee of Kværner ASA comprises the following individuals:

Kjetil Kristiansen (Chairman); Mette I. Wikborg; and Leif Teksum.

Since the Annual General Meeting in 2014, the Nomination Committee has conducted four meetings, including interviews with all Directors and the President & CEO. The committee has evaluated the Board’s performance and received input from the shareholders, administration and members of the Board of Directors regarding the composition of the Board.

In connection with the Annual General Meeting of Kværner ASA on 9 April 2015, the Nomination Committee submits the following proposal:

1. Appointment of new Directors to the Board

The Board of Directors consists of nine Directors, whereof six shareholder-elected members who are all elected for a period of up to two years. An evaluation of the Board of Directors has been performed in order to ensure a composition of the Board of Directors in the best interest of Kværner ASA.

The Nomination Committee proposes that Leif-Arne Langøy (Chairman), Tore Torvund (Deputy Chairman), Kjell Inge Røkke, Vibeke Hammer Madsen, Birgit Nørgaard and Trine Sæther Romuld are re-elected for a period of up to two years.

Trine Sæther Romuld and Birgit Nørgaard have served as Directors since 2014, Leif-Arne Langøy since 2013, while Tore Torvund, Kjell Inge Røkke and Vibeke Hammer Madsen have served as Directors since the listing of Kværner ASA in July 2011.

The majority of the Directors are independent of the company’s executive management and major business contacts, and three of the Directors (Tore Torvund, Vibeke Hammer Madsen and Birgit Nørgaard) are deemed independent of the company’s direct main shareholder, Aker Kvaerner Holding AS, and its indirect main shareholder, Aker ASA.

The Nomination Committee has emphasized that the company’s Board of Directors should have a diverse background in terms of experience, knowledge and competence. This provides for good decisions for the development of the company. To secure such considerations, the Nomination Committee proposes that the Annual General Meeting makes a joint vote over the entire proposed composition of the Board of Directors.

2. Election of nomination committee members

The Nomination Committee has three members, all up for election this year. The Nomination Committee proposes that Georg F. Rabl and Arild S. Frick are appointed new members of the committee. It is proposed that Leif Teksum continues as a member, and that Arild S. Frick will take over as Chairman of the Nomination Committee.

Arild S. Frick is 35 years old, a Norwegian citizen and holds a cand. jur. degree (Master of Law equivalent) from the University of Oslo (2005). Frick has held the position as general counsel of Aker ASA since September 2014. He has held previous positions as attorney at law in the law firm BA-HR from 2006-2009;, management consultant in McKinsey & Company from 2009-2010 and as attorney-at-law in Aker Solutions from 2010-2014.

Georg Fredrik Lahelle Rabl has held the position as department director in the Ministry of Trade, Industry and Fisheries since 2008. He holds a PhD in economics from the Norwegian School of Economics and Business Administration in Bergen, Norway, He has previously worked in Orkla ASA.

The Nomination Committee proposes following new members for the Nomination Committee: Arild S. Frick (Chairman), Leif Teksum and Georg F. Rabl.

3. Proposed remuneration to members of the Board, the Audit Committee and the Remuneration Committee.

The Nomination Committee proposes that remuneration for the upcoming period shall be kept at the same level as for the current period. Thus, the following remuneration is proposed to the Directors of the Board, the Audit Committee and the Remuneration Committee, respectively, for the period from the Annual General Meeting in 2014 until the Annual General Meeting in 2015:

Chairman of the Board: NOK 602 000 Deputy Chairman of the Board: NOK 433 000 Directors of the Board: NOK 328 000 Chair of the Audit Committee: NOK 163 000 Audit Committee Members: NOK 84 000 Chairman and members of the Remuneration Committee: NOK 31 500

Furthermore, the Nomination Committee proposes that the Directors resident outside Scandinavia receive an additional payment of NOK 12 700 per meeting, as for the previous period, where the Directors have been physically present in the meeting, in order to compensate such Directors for extra travel time incurred.

The remuneration payable to the Chairman and the Deputy Chairman of the Board is higher than for the other Directors, due to their additional responsibilities and obligations. According to Aker policy, leading personnel employed in Aker companies may not personally receive board remuneration from other Aker companies. Instead, such remuneration will be paid directly to the company in which the Director is employed.

4. Proposed fees for the members of the Nomination Committee

It is proposed that the remuneration to the members of the Nomination Committee is kept at the same level as for the current period. The following remuneration is therefore proposed to the members of the Nomination Committee for the period from the Annual General Meeting in 2014 until the Annual General Meeting in 2015:

Chairman and members: NOK 32 500

Oslo, 17 March 2015

Kjetil Kristiansen Chairman Mette I. Wikborg Leif Teksum