PROSPECTUS AKER SOLUTIONS HOLDING ASA to be renamed AKER SOLUTIONS ASA

(A public limited liability company organised under the laws of Norway)

Listing of the shares in Aker Solutions Holding ASA under its new name Aker Solutions ASA on the Oslo Stock Exchange

The information contained in this prospectus (the “Prospectus”) relates to the listing on Oslo Børs (the “Oslo Stock Exchange”) of all ordinary shares (the “Shares”), each with a par value as at the day of listing of NOK 1.08, in Aker Solutions Holding ASA, a public limited liability company organised under the laws of Norway and to be renamed Aker Solutions ASA on the date of completion of the Demerger (as defined below) (“New Aker Solutions” or the “Company”). This Prospectus serves as a listing prospectus as required by applicable laws in Norway.

This Prospectus does not constitute an offer or solicitation to buy, subscribe or sell the securities described herein, and no securities are being offered or sold pursuant to this Prospectus in any jurisdiction.

On 12 August 2014, the general meetings of the company currently named Aker Solutions ASA (“Existing Aker Solutions”, to be renamed Akastor ASA (“Akastor”) on the date of the completion of the Demerger (as defined below)) and New Aker Solutions approved a demerger plan (the “Demerger Plan”) in respect of, and resolved to carry out, a demerger (the “Demerger”) pursuant to which all shares in Aker Solutions Holding AS — a wholly owned subsidiary of Existing Aker Solutions that owns or will acquire the group of entities carrying out the business discussed in Section 11 “Business Overview” (the “New Aker Solutions Business”) — and certain other assets, rights and liabilities primarily relating to the New Aker Solutions Business as further discussed in Section 5.2 “The Demerger; Admission to Trading of the Shares—Allocation of Assets, Rights and Liabilities in the Demerger”, will be transferred to New Aker Solutions. The remaining part of the business carried out in Existing Aker Solutions (the “Akastor Business”) will be held by Akastor after the completion of the Demerger.

The Company applied for admission to trading of the Shares on the Oslo Stock Exchange on 27 August 2014, and its listing application is expected to be conditionally approved by the board of directors of the Oslo Stock Exchange on 24 September 2014. Prior to the listing of the Shares on the Oslo Stock Exchange as described herein, there has not been any public trading market for the Shares.

Upon the completion of the Demerger, the Company will issue 272,044,389 new Shares as demerger consideration. The Shares will be distributed on a pro rata basis to shareholders of Existing Aker Solutions as at the expiry of the date of registration of the completion of the Demerger with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) (the “Cut-Off Date”), which is expected to occur on or about 26 September 2014, as such shareholders appear in the shareholders register of Existing Aker Solutions with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the “VPS”) as at the expiry of the third trading day thereafter (the “Record Date”), which is expected to be on or about 1 October 2014. Eligible shareholders will receive one Share for each share in Existing Aker Solutions they own as at the Cut-Off Date as recorded in the VPS as at the Record Date. It is expected that the Shares will be delivered and made available to eligible shareholders of Existing Aker Solutions on the business day after the Record Date. The consideration Shares will, upon the completion of the Demerger, constitute all issued Shares. All Shares will be registered in the VPS in book-entry form and rank in parity with one another and carry one vote per Share. Trading in the Shares on the Oslo Stock Exchange is expected to commence on or about 29 September 2014. In the period up until the first day of listing of the Shares, announcements regarding the Company and the Shares will be published under the name Aker Solutions Holding ASA. As of the first day of listing of the Shares, the Shares will trade under the trading symbol “AKSO”. As of the same day, the shares in Akastor will trade under the trading symbol “AKA”. Trades during the period from the first day of trading until delivery of the consideration Shares to the VPS accounts of eligible shareholders will be settled on a T+3 basis. No account-to-account transactions and no transactions with settlement prior to 2 October 2014 will be allowed during that period.

Investing in the Shares involves a high degree of risk; see Section 2 “Risk Factors”.

Unless otherwise indicated or the context otherwise requires, references herein to the “New Aker Solutions Group” or the “Group” are to the Company taken together with its consolidated subsidiaries after the completion of the Demerger and, for periods prior to the completion of the Demerger, the group of entities that carried out the New Aker Solutions Business; and references herein to the “Akastor Group” are to Akastor taken together with its consolidated subsidiaries after completion of the Demerger and, for periods prior to the completion of the Demerger, the group of entities that carried out the Akastor Business and references to the “Existing Aker Solutions Group” are to Existing Aker Solutions together with its consolidated subsidiaries prior to completion of the Demerger. For the definition of certain terms and abbreviations used throughout this Prospectus, see Section 19 “Definitions and Glossary”.

Joint Lead Managers

ABG Sundal Collier Barclays Carnegie

The date of this Prospectus is 15 September 2014 This Prospectus has been prepared to comply with the Norwegian Securities Trading Act of 29 June 2007 no. 75 (Nw. verdipapirhandelloven) (the “Norwegian Securities Trading Act”) and related secondary legislation, including the Commission Regulation (EC) no. 809/2004, as amended, implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in prospectuses (the “Prospectus Directive”) as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (“EC Regulation 809/2004”). This Prospectus has been prepared solely in the English language. The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) (the “Norwegian FSA”) has reviewed and approved this Prospectus in accordance with Sections 7-7 and 7-8 of the Norwegian Securities Trading Act. The Norwegian FSA has not verified or approved the accuracy or completeness of the information included in this Prospectus. The approval by the Norwegian FSA only relates to the information included in accordance with pre-defined disclosure requirements. The Norwegian FSA has not made any form of verification or approval relating to corporate matters described in or referred to in this Prospectus.

The information contained herein is current as at the date hereof and subject to change, completion and amendment without notice. In accordance with Section 7-15 of the Norwegian Securities Trading Act, significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus that are capable of affecting the assessment of the Shares between the time when this Prospectus is approved and the date of admission to trading of the Shares on the Oslo Stock Exchange, will be included in a supplement to this Prospectus. Neither the publication nor distribution of this Prospectus, nor the delivery of any Shares, shall under any circumstances create any implication that there has been no change in the New Aker Solutions Group’s affairs or that the information herein is correct as at any date subsequent to the date of this Prospectus.

New Aker Solutions has engaged ABG Sundal Collier Norge ASA (“ABG Sundal Collier”), Barclays Bank PLC (“Barclays”) and Carnegie AS (“Carnegie”) as joint lead managers (together referred to as the “Managers”) in connection with the listing of the Shares on the Oslo Stock Exchange. The Managers are acting for the Company and no one else in relation to the listing of the Shares on the Oslo Stock Exchange. The Managers will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Managers or for providing advice in relation to the listing.

No person is authorised to give information or to make any representation in connection with the Demerger or distribution of the consideration Shares or the listing of the Shares on the Oslo Stock Exchange other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorised by New Aker Solutions or the Managers or by any of the affiliates or advisors of any of the foregoing.

The distribution of this Prospectus and the delivery of the Shares in certain jurisdictions may be restricted by law. New Aker Solutions and the Managers require persons in possession of this Prospectus to inform themselves about and to observe any such restrictions. This Prospectus does not constitute an offer or solicitation to buy, subscribe or sell the securities described herein, and no securities are being offered or sold pursuant to this Prospectus in any jurisdiction.

The Shares may, in certain jurisdictions, be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Shares to be issued pursuant to the Demerger Plan described in this Prospectus have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). For certain restrictions on transfer of the Shares, see Section 17 “Transfer Restrictions”.

This Prospectus does not constitute an offer document or an offer of transferable securities to the public in the United Kingdom (the “UK”) to which section 85 of the Financial Services and Markets Act 2000 of the UK (“FSMA”) applies and should not be considered as a recommendation that any person should purchase any of the Shares. This Prospectus is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA, by a person authorised under FSMA.

Any reproduction or distribution of this Prospectus, in whole or in part, and any disclosure of its contents is prohibited.

2

TABLE OF CONTENTS

SECTION PAGE 1. SUMMARY ...... 4 2. RISK FACTORS ...... 18 3. RESPONSIBILITY STATEMENT ...... 42 4. GENERAL INFORMATION ...... 43 5. THE DEMERGER; ADMISSION TO TRADING OF THE SHARES ...... 47 6. DIVIDENDS AND DIVIDEND POLICY ...... 56 7. CAPITALISATION AND INDEBTEDNESS ...... 58 8. SELECTED COMBINED CARVE-OUT FINANCIAL INFORMATION ...... 61 9. OPERATING AND FINANCIAL REVIEW ...... 65 10. INDUSTRY AND MARKET OVERVIEW ...... 100 11. BUSINESS OVERVIEW ...... 115 12. RELATIONSHIP WITH AKASTOR; RELATED PARTY TRANSACTIONS ...... 136 13. BOARD OF DIRECTORS, MANAGEMENT AND CORPORATE GOVERNANCE ...... 143 14. CORPORATE INFORMATION; DESCRIPTION OF THE SHARES AND SHARE CAPITAL ...... 156 15. SECURITIES TRADING IN NORWAY ...... 163 16. TAXATION ...... 167 17. TRANSFER RESTRICTIONS ...... 174 18. ADDITIONAL INFORMATION ...... 175 19. DEFINITIONS AND GLOSSARY ...... 177

APPENDICES APPENDIX A: FINANCIAL STATEMENTS ...... A1 APPENDIX B: ARTICLES OF ASSOCIATION ...... B1

3 1. SUMMARY Summaries are made up of disclosures known as “Elements”. These Elements are numbered in under A—E (A.1—E.7). This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of “not applicable”.

Element A—Introduction and Warnings

A.1 Introduction This summary should be read as an introduction to this Prospectus. Any decision to invest in the Shares should be based on consideration of this Prospectus as a whole by the investor. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus or it does not provide, when read together with the other parts of this Prospectus, key information in order to aid investors when considering whether to invest in the Shares.

Element B—Company

B.1 Legal and Commercial Name Aker Solutions Holding ASA, to be renamed Aker Solutions ASA on the date of the completion of the Demerger.

B.2 Domicile and Legal Form, Legislation The Company was incorporated under Norwegian law on 23 May 2014, as a and Country of Incorporation public limited liability company under the Norwegian Public Limited Liability Companies Act of 13 June 1997 No 45 (Nw. allmennaksjeloven) (the “Norwegian Public Limited Liability Companies Act”), and is domiciled in Bærum, Norway.

B.3 Current Operations, Principal The New Aker Solutions Group provides subsea systems and equipment and Activities and Markets offshore engineering services to the upstream oil and gas industry. The Group’s products and services are primarily used in offshore development as well as offshore operations of oil and gas production infrastructure. During the development phase, the Group provides detailed engineering services as well as subsea systems and equipment, and during production the Group provides maintenance, modification and operation services as well as aftermarket services on installed equipment. New Aker Solutions’ executive management (the “Management”) expects that, after the Demerger, the New Aker Solutions Group will be a streamlined operation with potentially higher return on capital than the Existing Aker Solutions Group and that the Group will be well positioned for improved earnings predictability and competitive return on capital. Management believes that the following are among the New Aker Solution Group’s key strengths:  A world-wide supplier in the growing subsea systems and equipment market with 46 per cent market share in subsea controls based on controls awarded for the period 1 January 2013 to 30 June 2014 according to Quest Offshore, Quest Subsea Database (August 2014) and 30 per cent market share in subsea trees globally based on number of trees and by awards for the period 1 January 2013 to 30 June 2014 according to Quest Offshore, Quest Subsea Database (August 2014). The Group further has a well-established position in the offshore engineering markets with involvement in approximately 80 per cent of all offshore fields on the Norwegian Continental Shelf

4 (the “NCS”) according to management estimates, and holding a 35 per cent market share in the Norwegian offshore maintenance, modification and operations market according to Management estimates and based on total revenues.  Well positioned for revenue growth underpinned by a strong existing order backlog, and by increasing manufacturing capacity, despite signs of shorter-term exploration and production spending slow down.  Well positioned for gradual margin expansion driven by improved project and service mix, order backlog quality, operational leverage and significant cost efficiencies.  Well positioned to grow and provide attractive shareholder returns with a potential for higher return on capital coupled with enhanced capital discipline.  Focused business led by experienced operational management. The New Aker Solutions Group’s main customers are International Oil Companies (“IOCs”), such as BP, ConocoPhillips, ExxonMobil, Royal Dutch Shell, Statoil and Total, National Oil Companies (“NOCs”), such as Petrobras and Petronas, and independent oil companies (“Independents”), such as EnQuest, Inpex and Talisman. As at 30 June 2014, the New Aker Solutions Business had approximately 20,680 employees (including approximately 16,287 own employees and 4,393 contractors). The employees of the New Aker Solutions Business have a wide range of qualifications and competences, including extensive and valuable experience within engineering, manufacturing, fabrication and project management. Approximately 54 per cent of these employees are located in Norway, with the remaining 46 per cent working in the rest of the world, including Brazil, Canada, India, Malaysia, the UK and the United States. In total, the New Aker Solutions Group has operations in 44 locations in 18 countries world-wide, with its head office at Fornebu, which is close to Oslo in Norway. The New Aker Solutions Group is organised in two main reporting segments, Subsea and Field Design, with the business being carried out within four business areas: Subsea (“SUB”) and Umbilicals (“UMB”) within the Subsea reporting segment, and Maintenance Modifications and Operations (“MMO”) and Engineering (“ENG”) within the Field Design reporting segment.

B.4a Significant Recent Trends Since 30 June 2014, Management has observed a degree of uncertainty in near-term activity, with continued weakness in the MMO business area and timing of some contract awards being uncertain or delayed for the other business areas. This has primarily been driven by capital constraints facing oil and gas companies as well as recent oil price weakness. Despite the near-term uncertainty, Management remains confident of the longer-term prospects for the industry as outlined in this Prospectus. Since 30 June 2014, the New Aker Solutions Group has therefore also taken proactive measures to mitigate the continued slowdown in its North Sea segment of the MMO business area, including reducing its capacity by approximately 520 to 540 employees by (i) allocating engineers to a new subsea engineering and project management hub in Stavanger; (ii) transferring and/or offering engineers to be transferred to the recruitment agency Aker Advantage, which will be a part of the Akastor Group following the completion of the Demerger; and (iii) seconding MMO employees to other business areas. The employees transferred to Aker Advantage will typically also be working for other business areas within the New Aker Solutions Group, as well as for the Akastor Group and other third parties. Some employees have not accepted the transfer and have been or will be dismissed.

5 On 3 July 2014, New Aker Solutions entered into a NOK 4,000 million multicurrency revolving credit facility agreement for five years with a syndicate of banks led by DNB Bank ASA, Nordea Bank Norge AS and Swedbank AB (publ). On 12 August 2014, it was announced that New Aker Solutions had agreed to lease a new office complex in Aberdeen in the UK for 20 years. New Aker Solutions will lease the buildings from the property developer Abstract (Cornwall) Ltd. (ACL) (a subsidiary of Aker ASA) for a total estimated annual rent of GBP 7.74 million over 20 years. The complex is expected to total approximately 31,100 square metres of office space and related facilities. The complex is under development and is expected to be ready for occupation in the second quarter of 2015. On 4 September 2014, it was announced that New Aker Solutions and Baker Hughes Incorporated (“Baker Hughes”) had received the necessary regulatory approvals for the Subsea Production Alliance.

B.5 Description of the Company Following the completion of the Demerger, New Aker Solutions will be the parent company of the New Aker Solutions Group. New Aker Solutions is a holding company and operations of the Group are carried out through its operating subsidiaries, the most significant of which will, on the date of the completion of the Demerger, be Aker Solutions Holding AS, Aker Subsea AS, Aker Subsea Ltd, Aker Solutions do Brasil Ltda, Aker Solutions Inc, Aker Engineering & Technology AS, Aker Solutions MMO AS, Aker Egersund AS, Aker Solutions Malaysia Sdn Bhd, Aker Offshore Partner Ltd and Enovate Systems Ltd.

B.6 Interests in the Company and Voting As at the date of this Prospectus, New Aker Solutions has only one Rights shareholder, Existing Aker Solutions, which owns 100 per cent of the outstanding Shares. Upon the completion of the Demerger, New Aker Solutions will issue one consideration Share for each outstanding share in Existing Aker Solutions (other than Existing Aker Solutions’ treasury shares), as demerger consideration to the shareholders of Existing Aker Solutions as at the expiry of the Cut-Off Date as such shareholders appear in the register of shareholders of Existing Aker Solutions with the VPS as at the expiry of the Record Date. As at 12 September 2014, which was the latest practicable date prior to the date of this Prospectus, and insofar as known to the Company, the following persons had, directly or indirectly, interest in 5 per cent or more of the issued share capital of Existing Aker Solutions (which constitutes a notifiable holding under the Norwegian Securities Trading Act):

Per cent Aker Kværner Holding AS ...... 40.27(1) Aker ASA ...... 6.33 State Street Bank & Trust Company ...... 5.25 ______(1) The largest shareholder of Existing Aker Solutions — Aker Kværner Holding AS, owning 40.27 per cent of the shares in Existing Aker Solutions — is controlled by Aker ASA (70 per cent direct ownership), which is controlled (66.66 per cent) by Kjell Inge Røkke and members of his family through TRG Holding AS and The Resource Group AS. The remaining shares in Aker Kværner Holding AS are, as at the date of this Prospectus, owned by the Norwegian Government (30 per cent direct ownership). There are no differences in voting rights between the shareholders.

B.7 Selected Historical Key Financial The selected combined carve-out financial information has been prepared Information from the New Aker Solutions Group’s consolidated unaudited combined carve-out financial statements as at 30 June 2014 and for the three and six months ended 30 June 2014 and 2013 (the “Interim Combined Carve- Out Financial Statements”) and the New Aker Solutions Group’s consolidated audited combined carve-out financial statements as at and

6 for the years ended 31 December 2013, 2012 and 2011 (the “Full-Year Combined Carve-Out Financial Statements” and, together with the Interim Combined Carve-Out Financial Statements, the “Combined Carve- Out Financial Statements”). The historical information in the Combined Carve-Out Financial Statements has been prepared from information used to prepare the consolidated financial statements of the Existing Aker Solutions Group and combines the results of operations, assets and liabilities of the entities forming the New Aker Solutions Group and certain allocations of revenues and expenses incurred by the Existing Aker Solutions Group on behalf of the New Aker Solutions Business. The Combined Carve-Out Financial Statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”). The Group’s results of operations for the six months ended 30 June 2014 are not necessarily indicative of results for the full year ending 31 December 2014, or for any other interim period for any future fiscal year. The Group’s results of operations for the years ended 31 December 2013, 2012 and 2011 are not necessarily indicative of the Group’s results of operations for the year ending 31 December 2014, or for any future fiscal year.

7 Selected Combined Carve-Out Income Statement Data

For the Six Months Ended NOK million 30 June For the Year Ended 31 December 2014 2013 2013 2012 2011 (Unaudited) Operating revenue and other income ...... 15,483 14,771 29,125 28,373 22,083 Materials, goods and services ...... (7,339) (7,287) (13,736) (14,163) (11,123) Salaries and other operating expenses ...... (6,934) (6,557) (13,227) (11,962) (9,951) Operating profit before depreciation, amortisation and impairment ...... 1,210 927 2,162 2,248 1,009 Depreciation, amortisation and impairment ...... (280) (208) (499) (357) (301) Operating profit (EBIT) ...... 930 719 1,663 1,891 708 Financial income (expenses) ...... (77) 22 (3) (167) 35 Profit before tax (EBT) ...... 853 741 1,660 1,724 743 Income tax expense ...... (245) (178) (397) (479) (253) Profit for the period ...... 608 563 1,263 1,245 490

Combined Carve-Out Comprehensive Income Data

For the Six Months Ended NOK million 30 June For the Year Ended 31 December 2014 2013 2013 2012 2011 (Unaudited) Profit for the period ...... 608 563 1,263 1,245 490

Other comprehensive income Items that may be reclassified subsequently to profit or loss Cash flow hedges, effective portion of changes in fair value ...... (479) 344 510 117 (372) Cash flow hedges, reclassification to income statement ...... 106 (148) (138) (169) 441 Cash flow hedges, deferred tax ...... 109 (54) (97) 18 (20) Sum cash flow hedges, net of tax ...... (264) 142 275 (35) 50 Translation differences – foreign operations ...... 170 211 412 (262) (19) Total ...... (94) 353 687 (297) 31

Items that will not be reclassified to profit or loss Remeasurements of defined benefit pension plans ...... (70) — (22) 101 (220) Remeasurements of defined benefit pension plans, deferred tax .... 19 — 6 (28) 62 Total ...... (51) (16) 73 (158) Other comprehensive income, net of tax ...... (145) 353 671 (224) (127) Total comprehensive income for the period, net of tax ...... 463 916 1,934 1,021 363

Attributable to: Equity holders of the parent company ...... 450 916 1,932 1,027 354 Non-controlling interests ...... 13 — 2 (6) 9

8

Selected Combined Carve-Out Balance Sheet Data

NOK million As at 30 June As at 31 December 2014(1) 2013 2012 2011 (Unaudited) Assets Non-current assets Deferred tax assets ...... 400 444 350 290 Intangible assets ...... 5,331 5,080 3,833 3,427 Property, plant and equipment ...... 3,181 3,072 2,365 1,894 Other non-current operating assets and investments ...... 23 17 11 11 Interest-bearing non-current receivables ...... 6 ― ― ― Total non-current assets ...... 8,941 8,613 6,559 5,622 Current assets Current tax assets ...... 160 136 111 82 Current operating assets ...... 13,644 12,456 10,316 8,072 Current interest-bearing receivables related parties ...... — 106 97 138 Cash and cash equivalents ...... 4,009 4,463 3,155 3,267 Total current assets ...... 17,813 17,161 13,679 11,559 Total assets ...... 26,754 25,774 20,238 17,181 Equity and liabilities Total equity attributable to the parent ...... 7,554 6,313 4,424 6,167 Non-controlling interest ...... 175 156 154 166 Total equity ...... 7,729 6,469 4,578 6,333

Non-current liabilities Deferred tax liabilities ...... 1,284 1,203 1,033 742 Employee benefits obligations ...... 588 524 520 640 Other non-current liabilities ...... 50 75 75 60 Non-current borrowings ...... 3,710 3,533 3,063 747 Total non-current liabilities ...... 5,632 5,335 4,691 2,189

Current liabilities Current tax liabilities ...... 90 25 35 21 Trade and other payables ...... 13,286 13,931 10,290 8,133 Current borrowings ...... 17 14 644 505 Total current liabilities ...... 13,393 13,970 10,969 8,659 Total liabilities and equity ...... 26,754 25,774 20,238 17,181

Selected Combined Carve-Out Statement of Cash Flow Data

For the Six Months Ended NOK million 30 June For the Year Ended 31 December 2014 2013 2013 2012 2011 (Unaudited) Cash flow from operating activities Profit before tax (EBT) ...... 853 741 1,660 1,724 743 Depreciation and amortisations and impairment ...... 280 208 499 357 301 Other cash flows from operating activities ...... 194 (971) 500 (667) (441) Net cash from operating activities ...... 939 (22) 2,659 1,414 603

9 Selected Combined Carve-Out Statement of Cash Flow Data

For the Six Months Ended NOK million 30 June For the Year Ended 31 December 2014 2013 2013 2012 2011 (Unaudited) Cash flow from investing activities Acquisition of property, plant and equipment ...... (298) (416) (996) (915) (388) Payments for capitalised development ...... (235) (213) (498) (354) (76) Acquisitions of subsidiaries, net of cash acquired ...... (15) (638) (619) (65) (165) Other cash flow from investing activities ...... 21 12 3 7 3 Net cash from investing activities ...... (527) (1,255) (2,110) (1,327) (626)

Cash flow from financing activities Change in external borrowing ...... 85 (546) (136) 2,666 (2) Group contribution and dividends from (to) parent ...... (1,741) (806) (806) (471) 134 Net contribution from (to) parent ...... 724 2,014 1,665 (2,325) (1,025) Change in non-controlling interests ...... 6 (5) — (6) (6) Net cash from financing activities ...... (926) 657 723 (136) (899) Effect of exchange rate changes on cash and bank deposits ...... 60 25 36 (63) (83) Net increase (decrease) in cash and bank deposits ...... (454) (595) 1,308 (112) (1,005) Cash and cash equivalents at the beginning of the period ...... 4,463 3,155 3,155 3,267 4,272 Cash and cash equivalents at the end of the period(1) ...... 4,009 2,560 4,463 3,155 3,267 ______

(1) Cash and cash equivalents includes deposits in Existing Aker Solutions (to be renamed Akastor) cash pooling arrangement in the amount of NOK 2,973 million as at 30 June 2014.

Selected Combined Carve-Out Statement of Changes in Equity Data

For the Six Months Ended NOK million 30 June For the Year Ended 31 December 2014 2013 2013 2012 2011 (Unaudited) Equity at the beginning of the period ...... 6,469 4,578 4,578 6,333 7,154 Total comprehensive income ...... 463 916 1,934 1,021 363 Group contributions and dividends ...... — — (1,741) (813) (477) Changes in parent’s investment ...... 791 1,873 1,698 (1,963) (686) Change in non-controlling interests ...... 6 — — — (21) Equity as of the end of the period ...... 7,729 7,367 6,469 4,578 6,333

B.8 Selected Key Pro Forma Financial Not applicable. This Prospectus does not include pro forma financial Information information. B.9 Profit Forecast or Estimate Not applicable. No profit forecast or estimate is made. B.10 Audit Report Qualifications Not applicable. There are no qualifications in the audit reports; however, an emphasis of matter is included related to the basis for preparation. B.11 Insufficient Working Capital Not applicable. The Company is of the opinion that the Group’s working capital is sufficient for the Group’s present requirements. For purposes of this statement, “working capital” means the ability to access cash and other available liquid resources in order to meet liabilities as they fall due, and “present requirements” means 12 months from the date of this Prospectus.

10 Element C—Securities C.1 Type and Class of Securities Admitted The Company has one class of shares in issue, and all shares in that to Trading and Identification Number class have equal rights in the Company. The Shares have been issued under the Norwegian Public Limited Liability Companies Act, and are registered with the VPS under International Securities Identification Number (“ISIN”) NO 001 0714496. Upon redemption of all of the existing shares and issuance of Shares to eligible Existing Aker Solutions shareholders, the Shares will be registered in the VPS in book-entry form under the ISIN NO 001 0716582. As at the date of this Prospectus, there is no public trading market for shares in New Aker Solutions. The Company has applied for the listing of the Shares on the Oslo Stock Exchange. Trading in the Shares on the Oslo Stock Exchange is expected to commence on or about 29 September 2014. C.2 Currency of Issue The Shares will have a par value in, be quoted in and traded in Norwegian kroner (“NOK”) on the Oslo Stock Exchange. C.3 Number and Shares in Issue and Par As at the date of this Prospectus, the Company’s share capital is NOK Value 1,000,000, consisting of 100,000 Shares, each with a par value of NOK 10. In connection with the Demerger, the Company’s share capital will be (i) reduced from NOK 1,000,000 to zero by redeeming all existing shares and distributing the reduction amount to Akastor, and (ii) increased by NOK 293,807,940.12 (from zero to NOK 293,807,940.12) through the issuance to eligible Existing Aker Solutions shareholders of 272,044,389 Shares, each with a par value of NOK 1.08, in the ratio of one Share for each share in Existing Aker Solutions (except for treasury shares held by Existing Aker Solutions). C.4 Rights Attaching to the Securities All Shares provide equal rights in the Company in accordance with the Norwegian Public Limited Liability Companies Act. The holders of the Shares have certain preferential rights to subscribe for new Shares issued by the Company, which may be waived by a resolution supported by holders of at least two-thirds of the aggregate number of votes cast as well as at least two-thirds of the share capital represented at a general meeting. The holders of the Shares have no pre-emptive rights in connection with the transfer of Shares. C.5 Restrictions on Transfer Not applicable. Neither New Aker Solutions’ Articles of Association as at the date hereof (the “Current Articles of Association”) nor New Aker Solutions’ Articles of Association after completion of the Demerger, as per the Demerger Plan (the “New Articles of Association”), provide for any restrictions on the transfer of Shares, or a right of first refusal for any shareholder upon any sale of Shares. Share transfers are not subject to approval by the Board of Directors. C.6 Admission to Trading Trading in the Shares on the Oslo Stock Exchange is expected to commence under the trading symbol “AKSO” on or about 29 September 2014. C.7 Dividend Policy New Aker Solutions’ intention is to distribute dividends such that the average dividend payments, over time, should amount to between 30 and 50 per cent of Group’s profit for the period, through cash dividend and/or share buy-back. Decisions as to dividend payments depend on considerations such as alternative use of assets and further strengthening of the New Aker Solutions Group’s financial structure. The dividends paid in the past by Existing Aker Solutions are not indicative of the dividends that New Aker Solutions will pay, if any, in the future. There can be no assurance that New Aker Solutions will pay any dividends, nor can there be any assurance as to the amount of dividends potentially to be paid by New Aker Solutions in any given year.

11 Element D—Risks D.1 Key Risks Specific to the Company or Risks Relating to the Industry of the New Aker Solutions Group its Industry  The business, results of operations and financial condition of the New Aker Solutions Group depend on the level of exploration, development, production, investment, modification and maintenance activity by oil and gas companies, which are significantly affected by, among other things, demand for oil and gas, volatile oil and gas prices and changes in environmental requirements.  The business, results of operations and financial condition of the New Aker Solutions Group depend on the level of exploration, development, production, investment, modification and maintenance activity by oil and gas companies as well as the Group’s competitiveness, which are significantly affected by, among other things, the profitability of oil and gas companies.  The New Aker Solutions Group operates in a highly competitive industry, and if the New Aker Solutions Group is unable to compete effectively, its market positions and sales volumes could be adversely affected, which could have a material adverse effect on the business, results of operations and financial condition of the Group.  Technological progress could render the current technologies used by the New Aker Solutions Group obsolete, which could have a material adverse effect on the business, results of operations and financial condition of the Group.  The New Aker Solutions Group’s operations in less developed or newly industrialised countries expose the Group to additional risks created, inter alia, by political unrest.  The New Aker Solutions Group’s operations in less developed or newly industrialised countries expose the Group to the risk of being unable to repatriate income or capital.  Certain of the countries in which the New Aker Solutions Group operates, and certain countries in which the Group intends to operate, impose local content requirements, which could have a material adverse effect on the business, results of operations and financial condition of the Group.  Violation of anti-corruption or anti-bribery laws and regulations and trade sanctions could affect the business, results of operations and financial condition of the New Aker Solutions Group.  Construction and maintenance sites are inherently dangerous workplaces, and failure by the New Aker Solutions Group to maintain safe work sites could have a material adverse effect on its business, reputation, results of operations and financial condition.  The New Aker Solutions Group provides products and services in connection with operations that are subject to potential hazards inherent in the oil and gas industry, and, as a result, the New Aker Solutions Group is exposed to potential liabilities that could have a material adverse effect on the reputation, business, results of operations and financial condition of the Group.  Terrorist attacks could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.  Piracy could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.

12  The imposition of stringent restrictions or prohibitions on oil and gas operations by any governing body could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.  The New Aker Solutions Group is subject to environmental laws and regulations and liability under such laws and regulations could have a material adverse effect on the business, results of operations and financial condition of the Group. Risks relating to the New Aker Solutions Group  The business of the New Aker Solutions Group is associated with risk of cost overruns, especially in fixed-price contracts, contracts with similar fixed-price compensation terms or contracts with fixed-price elements, and the New Aker Solutions Group may experience reduced profits or, in some cases, losses under these contracts if costs increase above its estimates.  Failure by the New Aker Solutions Group to complete any one of its significant contracts on time or according to contractual performance obligations could have a material adverse effect on the reputation, business, results of operations and financial condition of the New Aker Solutions Group.  The New Aker Solutions Group depends on a limited number of significant customers and the successful execution of significant projects in which it is engaged from time to time, and the loss of business from a significant customer, or the failure to perform under any contract with such significant customer or in respect of a significant project, could have a material adverse effect on the business, results of operations and financial condition of the Group.  The contracts in the order backlog of the New Aker Solutions Group may be adjusted, cancelled or suspended and, therefore, the order backlog is not necessarily indicative of future operating revenues of the Group.  There is an uncertainty of future contract awards in the businesses in which the New Aker Solutions Group operates, which renders future earnings and profitability uncertain.  If the current or future facility expansion projects of the New Aker Solutions Group, including the current expansion project in Brazil, are delayed or subject to cost overruns, or if the New Aker Solutions Group fails to effectively utilise its new or existing facilities, it could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.  The New Aker Solutions Group is dependent on services from third parties to complete many of its contracts.  Any failure by the New Aker Solutions Group in implementing its strategies of increasing its global business and developing competitive global and regional delivery models outside the North Sea region could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.  Failure to protect intellectual property rights or otherwise information or trade secrets used in the services and products used or owned by the New Aker Solutions Group or invalidation, circumvention, or challenges to intellectual property rights used or owned by the New Aker Solutions Group could have a material adverse effect on the Group’s competitive position.

13  Technology or intellectual property disputes involving the New Aker Solutions Group, its suppliers or sub-suppliers could increase the costs of the New Aker Solutions Group, reduce its ability to deliver products or services, reduce its freedom to operate and have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.  Disruption to the supply of materials and components could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.  As part of its business plan, the New Aker Solutions Group may, from time to time, acquire other businesses or divest some of its businesses. Acquisition and divestment activities are attached with risk of lack of intended synergies, integration risks and costs, and risk of other losses.  Participation in partnerships, joint arrangements and other types of cooperation exposes the New Aker Solutions Group to risks and uncertainties, many of which are outside of its control.  The success of the New Aker Solutions Group is dependent upon its ability to hire, retain, and utilise qualified personnel and senior management.  Labour interruptions could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.  Employee, agent, partner, joint arrangement partner or sub- contractor misconduct, misconduct by third-party contractors or the overall failure to comply with laws or regulations by the New Aker Solutions Group, could negatively affect its reputation and weaken its ability to win contracts, which could have a material adverse effect on the business, results of operations and financial condition of the Group.  Delayed payment of significant amounts payable from customers could have a material adverse effect on the liquidity of the New Aker Solutions Group.  The outcome of claims and litigation could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.  The New Aker Solutions Group may be unable to meet its funding needs as they arise, which could have a material adverse effect on its business, results of operations and financial condition.  The New Aker Solutions Group is exposed to currency risk, which could have a material adverse effect on the business, results of operations and financial condition of the Group.  Interest rate fluctuations could have a material adverse effect on the results of operations and financial condition of the New Aker Solutions Group.  Costs related to defined benefit plans could increase, which would have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.  The insurance coverage of the New Aker Solutions Group may not be sufficient to protect the Group from all loss of property and injury of personnel and/or liabilities that could result from its operations.

14  The operations of the New Aker Solutions Group are subject to a significant number of tax regimes, and changes in legislation or regulations in any one of the countries in which they operate could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. Risk Relating to the Separation from Akastor  Because the New Aker Solutions Group does not have an operating, reporting or disclosure history as a stand-alone business it may be difficult to assess its historical performance and outlook for future results of operations, financial condition and cash flows.  Certain transactions prior to the Demerger will cause the New Aker Solutions Group to incur tax liabilities.  After the Demerger, the total tax burden of the New Aker Solutions Group may be higher than the total tax burden the Group would have had as part of the Existing Aker Solutions Group absent the Demerger.  The completion of the Demerger and the admission to trading of the Shares on the Oslo Stock Exchange are conditional upon satisfaction of certain conditions that remain outstanding as at the date of this Prospectus and are beyond the control of the New Aker Solutions Group.  The separation of the New Aker Solutions Business from the Akastor Group and the development of the New Aker Solutions Group as a stand-alone group of entities are associated with separation costs and a number of uncertainties, including uncertainties relating to implementation of the New Aker Solutions Group’s independent strategy, that could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.  There can be no assurance that the separation agreements and arrangements and transitional services agreements entered into between the New Aker Solutions Group and the Akastor Group in connection with the Demerger will effectively address any or all potential issues that may arise during the transitional period, which, in turn, could have a material adverse effect on the business, results of operations and financial condition of the Group.  After the Demerger, Frontica Business Solutions will provide various services to New Aker Solutions under agreements that both Frontica Business Solutions and New Aker Solutions will depend on. If Frontica Business Solutions in this new setting is unable to provide services at competitive terms, it could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.  The transfer of certain assets, rights, contracts, financing and business activities to the New Aker Solutions Group in connection with the Demerger requires consents or waivers from third parties or regulatory approvals, licenses or permits, or could trigger termination rights, and failure to obtain such necessary consents, waivers, regulatory approvals, licenses or permits, or the termination of such contracts, could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.  Norwegian law subjects New Aker Solutions and Akastor to secondary joint liability for obligations arising prior to the completion of the Demerger.

15  The New Aker Solutions Group as a stand-alone group following the Demerger will be exposed to a more limited number of markets than the Existing Aker Solutions Group and any market declines affecting the New Aker Solutions Business could have a more significant adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group than the same change would have had on the Existing Aker Solutions Group.  Certain aspects of the Demerger could cause holders of shares in Existing Aker Solutions to incur tax liabilities.  There can be no assurance that Shares received in connection with the Demerger will qualify as a tax-free deferred distribution for U.S. federal income tax purposes. D.3 Key Risks Specific to the Securities Risks Relating to the Shares  The price of the Shares could fluctuate significantly.  Future issuances of Shares or other securities in the Company could dilute the holdings of shareholders and could materially affect the price of the Shares.  Investors may not be able to exercise their voting rights for Shares registered in a nominee account.  Investors in the United States may not be able to enforce any judgment obtained in the United States against the Company or its directors or executive officers in Norway.  The transfer of the Shares may be subject to restrictions on transferability and resale in certain jurisdictions.  Shareholders outside of Norway are subject to exchange rate risk.  Upon the completion of the Demerger, the Company will have a major shareholder with significant voting power and the ability to influence matters requiring shareholder approval.

Element E—Offer E.1 Net Proceeds and Estimated Expenses Not applicable. The Company will not receive any proceeds as there will be no offering of Shares. New Shares will only be distributed as consideration Shares on a pro rata basis to shareholders of Existing Aker Solutions as at the expiry of the Cut-Off Date. The total costs and expenses of, and incidental to, the Demerger and the listing of the Shares, including refinancing costs, are estimated to amount to NOK 170 million. The costs and expenses will be shared between the Company and Akastor in accordance with agreed cost allocation principles. Estimated expenses consist of fees to the Managers, legal and other advisors, auditors, accountants and providers of transaction advisory services and other direct expenses (such as, printing and distribution, among others) and fees to the Oslo Stock Exchange and the Norwegian FSA. E.2a Reasons for the Offer and Use of Not applicable. The Company will not receive any proceeds as there Proceeds will be no offering of Shares. On 12 August 2014, the general meetings of Existing Aker Solutions and New Aker Solutions approved the Demerger Plan. The Shares constitute the consideration for the Demerger. E.3 Terms and Conditions for the On 12 August 2014, the general meetings of Existing Aker Solutions Demerger and New Aker Solutions approved the Demerger Plan. The Demerger will become effective once the board of directors of Existing Aker Solutions and New Aker Solutions consider the conditions

16 for the Demerger to be completed. The conditions for completion of the Demerger are expected by the Company to be fulfilled on or about 24 September 2014 after the creditor notice period has expired and the board of directors of the Oslo Stock Exchange has conditionally approved the listing of the Shares. Upon the completion of the Demerger, the Company will issue 272,044,389 new Shares as demerger consideration. The consideration Shares will be distributed on a pro rata basis to shareholders of Existing Aker Solutions as at the expiry of the Cut-Off Date (which is expected to occur on or about 26 September 2014), as such shareholders appear in the shareholders register of Existing Aker Solutions with the VPS as at the expiry of the Record Date (which is expected to be on or about 1 October 2014). Eligible shareholders will receive one consideration Share for each share they own in Existing Aker Solutions as at the Cut-Off Date as recorded in the VPS as at the Record Date. It is expected that the consideration Shares will be delivered and made available to eligible shareholders of Existing Aker Solutions on or about 2 October 2014. The consideration Shares will, upon the completion of the Demerger, constitute all issued Shares. All Shares will be registered in the VPS in book-entry form and rank in parity with one another and carry one vote per Share. The Company applied for admission to trading of the Shares on the Oslo Stock Exchange on 27 August 2014, and its listing application is expected to be conditionally approved by the board of directors of the Oslo Stock Exchange on 24 September 2014. Prior to the listing of the Shares on the Oslo Stock Exchange, there has not been any public trading market for the Shares. Trading in the Shares on the Oslo Stock Exchange is expected to commence on or about 29 September 2014. In the period up until the first day of listing of the Shares, announcements regarding the Company and the Shares will be published under the name “Aker Solutions Holding ASA”. As from the first day of listing of the Shares, the Shares will trade under the trading symbol “AKSO”. E.4 Material and Conflicting Interests The Managers or their affiliates have provided, from time to time, and may in the future provide, investment and commercial banking services to the Company and its affiliates in the ordinary course of business, for which they may have received and may continue to receive customary fees and commissions. The Managers do not intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligation to do so. Beyond the abovementioned, the Company is not aware of any interest of natural and legal persons involved in the Demerger or the listing of the Shares on the Oslo Stock Exchange. E.5 Selling Shareholders and Lock-Up Not applicable. There will be no selling shareholders, nor will there be Agreements any lock-up agreements. E.6 Dilution Not applicable. There will be no dilution since shareholders of Existing Aker Solutions will receive the consideration Shares on a pro rata basis. E.7 Estimated Expenses Charged to Not applicable. No expenses will be charged to shareholders by the Investors Company.

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2. RISK FACTORS Investing in the Shares involves inherent risks. An investor should consider carefully all of the information set forth in this Prospectus, and, in particular, the specific risk factors set out below. An investment in the Shares is suitable only for investors who understand the risk associated with this type of investment and who can afford a loss of all or part of the investment.

If any of the risks described below materialise, individually or together with other circumstances, they could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group, which could cause a decline in the value and trading price of the Shares and, therefore, result in a loss of all or part of any investment in the Shares.

The order in which the risks are presented below is not intended to provide an indication of the likelihood of their occurrence nor of their severity or significance. These risks should also be considered in connection with the cautionary statement regarding forward-looking information set forth in Section 4.2 “General Information— Cautionary Note Regarding Forward-Looking Statements”.

2.1 Risks Relating to the Industry of the New Aker Solutions Group The business, results of operations and financial condition of the New Aker Solutions Group depend on the level of exploration, development, production, investment, modification and maintenance activity by oil and gas companies, which are significantly affected by, among other things, demand for oil and gas, volatile oil and gas prices and changes in environmental requirements. Demand for the New Aker Solutions Group’s services and products is particularly sensitive to the level of exploration, development, production, investment, modification and maintenance activity as well as the corresponding expenditure, by oil and gas companies. Demand for oil and gas is directly affected by trends in oil and gas prices. Prices for oil and gas have historically been, and are expected by Management to continue to be, subject to fluctuations in response to relatively minor changes in the supply of and demand for oil and gas, market uncertainty and a variety of other political and economic factors. Prolonged reductions in oil and gas prices typically result in decreased levels of exploration, development, production, investment, modification and maintenance activity by oil and gas companies. Given the long-term nature of many large-scale development projects, perception of longer-term lower oil and gas prices in the oil and gas industry can also lead oil and gas companies to reduce and/or postpone major expenditures. Any decreased levels of exploration, development and production activity or reductions or postponement of major expenditures by oil and gas companies could lead to downward pricing pressure on oil and gas service companies, such as the New Aker Solutions Group, and, therefore, could adversely affect the Group’s profitability.

Factors affecting the prices of oil and gas include:  changes in the global demand for energy;  global economic growth;  growth in the global population and changes in demography;  governmental regulations, including the policies of governments regarding the exploration for and development and production of oil and gas reserves;  the rate of decline of existing reserves;  replacement rate for reserves (i.e., the ability to locate new exploitable reserves);  the development of unconventional oil and gas reserves, both from a total supply situation and changes in trade patterns;  the cost of producing and delivering oil and gas;  the level of oil production by the countries comprising the Organisation of Petroleum Exporting Countries (“OPEC”) and other countries, and the available excess production capacity within OPEC;  decisions taken by OPEC, Saudi Aramco and others with respect to oil production quotas;  changes in the mix of demand for various primary sources of energy and shifts in end-customer preferences toward fuel efficiency and the use of gas;  worldwide political, military and economic conditions, as well as regional geopolitical developments in resource producing regions, such as civil unrest and terrorist organisation behaviour, that negatively affect the production and export of oil and gas;  trade embargoes;

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 sanctions on any member of OPEC or other oil producing nations;  political measures in response to climate change, including, but not limited to, taxation on emissions;  potential acceleration of development of alternative fuels;  trading patterns in financial derivatives markets; and  global weather conditions and natural disasters. In addition, changes in environmental requirements may adversely affect the level of exploration by oil and gas companies and, therefore, demand for the New Aker Solutions Group’s services and products. For example, oil and gas exploration and production could decline as a result of environmental requirements (including policies responsive to environmental concerns or accidents caused by companies other than the New Aker Solutions Group). Various governments and agencies have been evaluating climate-related legislation and other regulatory initiatives that would restrict emissions of greenhouse gases. Because the business of the New Aker Solutions Group depends on the level of activity in the oil and gas industry, existing or future laws, regulations, treaties or international agreements related to greenhouse gases and climate change, including incentives to conserve energy or use alternative energy sources, could have a material adverse effect on the business, results of operations and financial condition of the Group if such laws, regulations, treaties or international agreements negatively affect global demand for oil and gas. Any decreases in the levels of exploration, development, production, investment, modification or maintenance activity by oil and gas companies due to any of the factors mentioned above or otherwise could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.

The business, results of operations and financial condition of the New Aker Solutions Group depend on the level of exploration, development, production, investment, modification and maintenance activity by oil and gas companies as well as the Group’s competitiveness, which are significantly affected by, among other things, the profitability of oil and gas companies. As mentioned above, demand for the New Aker Solutions Group’s services and products is particularly sensitive to the level of exploration, development, production, investment, modification and maintenance activity as well as the corresponding expenditure, by oil and gas companies, all of which are affected by the cost level in the oil and gas industry and expected oil and gas prices. The cost level in the oil and gas industry has historically exhibited, and is expected by Management to continue to exhibit an increasing trend as oil and gas companies continue to develop oil and gas reserves located in increasingly challenging locations. In recent years, oil and gas prices have remained relatively stable whilst the cost levels in many areas of the oil and gas industry have been increasing. This has resulted in a decrease in the rate of investment growth since 2011 in certain of the Group’s markets, such as the significant decrease seen in the North Sea market since the second half of 2013, a development that has, as at the date of this Prospectus, continued in 2014. Since the end of June 2014, price of oil has also decreased, which has further increased uncertainty in the Group’s markets. Increases in the cost level in the oil and gas industry typically result in decreased levels of exploration, development, production, investment, modification and maintenance activity by oil and gas companies. Given the long-term nature of many large-scale development projects, perception of longer-term increased cost levels in the oil and gas industry could also lead oil and gas companies to reduce and/or postpone major expenditures. Any decrease in the levels of exploration, development and production activity or reductions or postponement of major expenditures by oil and gas companies could lead to downward pricing pressure on oil and gas service companies, such as the New Aker Solutions Group, and, therefore, could adversely affect the Group’s profitability.

Factors affecting the cost level in the oil and gas industry include:  the number of qualified contractors and employees in the market and the cost of hiring them;  material and component costs;  the price and availability of new technology;  field complexity;  governmental regulations, including the policies of governments regarding the exploration for and development and production of oil and gas reserves;  the locations and conditions in which oil and gas is explored for and produced;  maturity of projects when sanctioned, as well as stability in specification and scope through tender process and execution;  applicable taxation and tax deduction schemes; and  the number and capacity of potential capable suppliers for new projects.

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Any decreases in the levels of exploration, development, production, investment, modification or maintenance activity by oil and gas companies due to any of the factors mentioned above or otherwise could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.

The New Aker Solutions Group operates in a highly competitive industry, and if the New Aker Solutions Group is unable to compete effectively, its market positions and sales volumes could be adversely affected, which could have a material adverse effect on the business, results of operations and financial condition of the Group. The New Aker Solutions Group faces strong competition to provide products and services to customers. The extent of such competition varies by industry segment, geographic market, project type, and competitors’ availability and capability. For example, the MMO business area, which is dependent to a large extent on local presence due to the need for personnel and equipment in close proximity to the customer’s operations as well as the need for in-depth knowledge of the customer’s operating conditions, has for several years faced intense competition in the UK, which, in turn, has led to lower profit levels in the MMO business area in the UK market than in other markets. Other market segments in which the Group operates have higher barriers to entry than the maintenance, modification and operations market, inter alia, due to the increasing development of deeper oil reservoirs; however, the level of competition in such markets remains high due to constant investments in capacity among the established competitors in order to attain competitive, long-term positions in the markets. In certain of such markets with higher barriers to entry, such as the subsea market, the delivery of life-cycle services tends to be more profitable than engineering, product and system deliveries. Due to the constant and increasing focus on improving safety and environmental conditions, especially following the Deepwater Horizon incident in the U.S. Gulf of Mexico in 2010, oil and gas companies may be expected to show a greater interest in using standardised equipment and systems in the production of oil and gas. Accordingly, oil and gas companies may increasingly use a single oil or gas services provider for the life of an oil or gas field, which would limit the possibilities for other oil or gas service providers to win new business at established oil and gas fields. Therefore, it is becoming increasingly important to win contracts on initial product deliveries and to develop long- term customer relationships. However, due to oil and gas companies’ increasing focus on cost savings, there could be a trend towards increased competition and margin pressure for this type of work. Furthermore, most of the contracts of the New Aker Solutions Group are obtained through a competitive bidding process, which is customary for the industry. While service quality, technological capability, reputation and experience are important factors considered by potential customers, price is a crucial factor in most contract awards. Historically, the industry in which the New Aker Solutions Group operates has been, and currently is, subject to strong price competition, and the New Aker Solutions Group has experienced, and will continue to experience, increased price competition from market participants located in countries with lower operational costs than those of the New Aker Solutions Group. As a response to increased price competition, the Group has, inter alia, established itself in “low cost” countries, such as India, Indonesia and Malaysia, in order to be able to compete on comparable market terms. However, strong price competition in the markets in which the New Aker Solutions Group operates could adversely affect the Group’s competitiveness and profitability and, therefore, could have a material adverse effect on the business, results of operations and financial condition of the Group. If the New Aker Solutions Group is unable to compete effectively, its market positions and sales volumes could be adversely affected, which could have a material adverse effect on the business, results of operations and financial condition of the Group. Technological progress could render the current technologies used by the New Aker Solutions Group obsolete, which could have a material adverse effect on the business, results of operations and financial condition of the Group. The market in which the New Aker Solutions Group operates is characterised by continuous technological developments to provide better and more reliable and efficient products and services. Demand for improved technology and complexity of operations is constantly increasing as oil and gas companies develop oil and gas reserves located in more challenging conditions, such as deepwater, high-pressure and high temperature fields, and the Arctic. While Management believes that the New Aker Solutions Group has the technology and competence to continue to be a significant player in these areas based on its experience and know-how, substantial improvements in the scope and quality of competitors’ products could occur over a short period of time. If the New Aker Solutions Group is unable to continue to design, develop and produce commercially competitive products and to offer commercially competitive services in response to changes in technology, it could have a material adverse effect on the business, results of operations and financial condition of the Group, and the value of the intellectual property of the Group could be materially reduced. The New Aker Solutions Group may encounter resource constraints, technical barriers, regulatory issues or other difficulties that would delay the introduction of new services and related products in the future. In addition, competitors of the New Aker Solutions Group may introduce new products or obtain patents before the New Aker Solutions Group does and, thereby, obtain a competitive advantage. If the proprietary technologies, equipment and

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facilities, or work processes of the New Aker Solutions Group become obsolete, or investments made into new technologies are less successful than originally planned and/or are difficult or costly to produce or utilise, or for which there is insufficient demand, the New Aker Solutions Group may no longer be competitive and may be required to write off its investment in such technology and receive no benefit for its investment. There can be no assurance that the New Aker Solutions Group will be able to effectively respond to changes in its market or that new or enhanced products and technologies developed by current or future competitors will not adversely affect the competitiveness of the Group’s products and services, which could have a material adverse effect on the business, results of operations and financial condition of the Group. The New Aker Solutions Group’s operations in less developed or newly industrialised countries expose the Group to additional risks created, inter alia, by political unrest.

The Existing Aker Solutions Group has, and the New Aker Solutions Group will continue to have, a strategy to continue and expand operations in many less developed or newly industrialised countries, such as countries in South America, West Africa and South-East Asia, in which the political, socioeconomic and legal systems are less predictable than in countries with more developed institutional structures. Socio-political or economic upheaval, changes in laws and other factors could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group and impair the value of the Group’s investments in such countries. The risks of operating in less developed or newly industrialised countries include economic and geopolitical instability, which could make it difficult for the New Aker Solutions Group to anticipate future business conditions in these markets and result in orders being delayed, and exposes the Group to risks associated with the imposition of import-export quotas, wage and price controls, local content requirements, trade barriers, changes in tax laws and other forms of government regulation and economic conditions; expenses and delays as a result of requirements to comply with foreign bureaucratic actions, exposure to different business cultures and ethical standards, war and civil disturbances; and potential seizure, nationalisation or expropriation of property or equipment. Furthermore, less developed or newly industrialised countries may have a higher risk of inflation and currency devaluation, whether due to political unrest or otherwise, which could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.

Legal, tax and other regulatory systems in less developed or newly industrialised countries are also typically not as well or as predictably enforced as in more developed countries, which creates uncertainty as to the enforcement of contractual rights and the general operating environment. Expansion in less developed or newly industrialised countries also places greater pressure on monitoring corrupt behaviour, in particular in countries that have experienced governmental corruption in the past. The New Aker Solutions Group’s reputation could be severely harmed due to corrupt behaviour by its employees or sub-contractors, which could also subject the Group to fines or other penalties.

Readers should also note the risks described in the risk factor regarding corruption and bribery with the heading “Violation of anti-corruption or anti-bribery laws and regulations and trade sanctions could affect the business, results of operations and financial condition of the New Aker Solutions Group” below in this Section 2.1 (“Risk Factors—Risks Relating to the Industry of the New Aker Solutions Group”.

The New Aker Solutions Group’s operations in less developed or newly industrialised countries expose the Group to the risk of being unable to repatriate income or capital.

The New Aker Solutions Group will have operations in many less developed or newly industrialised countries where there is a risk that the government could impose measures that could make it difficult, or impossible, to repatriate income or capital from the operations in such countries. These governmental measures are often imposed in order to protect the currency of less developed or newly industrialised countries. For example, a new Foreign Exchange Law (“FOREX”) was implemented in Angola in July 2013. Under the new FOREX regime applicable to the Angolan oil industry, any payments to be made by oil companies operating in Angola to local contractors/suppliers must be made from local bank accounts in Angola and furthermore, such payments must be processed in the local currency (Kwanzas) with certain exceptions for non-resident entities as long as the funds come from a local account in Angola. Nigeria is another example of a country subject to capital restrictions in which the Group has operations. Investors who wish to remit dividends to non-resident shareholders or repatriate capital on disinvestments must ensure that they obtain a certificate of capital importation from the Nigerian bank through which the investment capital was transferred into Nigeria. A similar system has been adopted in Angola. Generally, there appears to be a trend for less developed or newly industrialised countries to impose restrictions on repatriation of income or capital as well as requirements to make payments in local currency. Any such restrictions on payments into or out of the country or other monetary restrictions, introduced by governments in countries in which the New Aker Solutions Group operates may lead to reduced operating profits and/or liquidity constrains and could have a material adverse effect on the business, results of operations and financial condition of the Group.

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Certain of the countries in which the New Aker Solutions Group operates, and certain countries in which the Group intends to operate, impose local content requirements, which could have a material adverse effect on the business, results of operations and financial condition of the Group.

The New Aker Solutions Group will operate in a large number of jurisdictions. Certain foreign governments or markets in which the Group operates (especially less developed or newly industrialised countries in South America, West Africa and South-East Asia), or intends to operate in the future, favour or effectively require:

 the awarding of contracts to local contractors or to contractors owned by local citizens;

 the use and compensation of local employees and local suppliers by foreign contractors;

 the use of a local agent or joint arrangements with local partners;

 foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction; or

 investments in local infrastructure or local education and training of local citizens, or other similar investments during the term of the contract.

See Section 11.16.3 “Business Overview—Regulatory—Local content requirements” for a more detailed description of local content requirements found in the Group’s contract portfolio and the Group’s strategy to fulfil such requirements.

These practices could adversely affect the New Aker Solutions Group’s ability to compete in those regions, and could make it difficult to find competent suppliers and other contractors on commercially reasonable terms or at all. The use of local sub-contractors, agents or employees could also expose the New Aker Solutions Group to business practices that are not compatible with its business standards and policies despite the compliance program that the Group has implemented (see Section 11.16.1 “Business Overview—Regulatory—Anti-Corruption and Anti-Bribery Laws”). As the New Aker Solutions Group generally has less control over contractors and sub-contractors than over its own employees, the use of contractors and sub-contractors reduces the Group’s ability to ensure that the Group’s business standards and policies as well as the Group’s quality standards are complied with.

In certain countries, local content requirements may not be predictably enforced, which creates uncertainty as to the general operating environment. Although Management believes that the Group’s operations in such countries follow generally accepted local practices, there can be no assurances that the Group’s practices will not be challenged by local authorities. In addition, following any future regime change in a country in which the New Aker Solutions Group operates, the business partner with which the relevant member of the Group worked may no longer be in a position to provide the required cooperation and services due to, inter alia, political differences between the partner and the new regime. This, in turn, could lead to a failure to fulfil applicable local content requirements, which could result in penalties and other sanctions by the relevant government. Any of the above could adversely affect the New Aker Solutions Group’s reputation in its industry and with customers and, therefore, could have a material adverse effect on the business, results of operations and financial condition of the Group.

Violation of anti-corruption or anti-bribery laws and regulations and trade sanctions could affect the business, results of operations and financial condition of the New Aker Solutions Group. The New Aker Solutions Group has and intends to have operations in many jurisdictions, including less developed and newly industrialised countries that have inherent risks associated with enforcement of obligations, fraud, bribery and corruption. Fraud, bribery and corruption are more common in some jurisdictions than in others, and certain of the countries in which the Group operates and conducts business may experience high levels of government and business fraud, bribery and corruption. Governments in industrialised countries have increasingly introduced comprehensive legislation to combat unsound international business practices, often referred to as anti-corruption or anti-bribery laws and regulations, including the UK Bribery Act, the U.S. Foreign Corrupt Practices Act and applicable Norwegian law. As further described in Section 11.16.1 “Business Overview—Regulatory—Anti-Corruption and Anti-Bribery Laws”, the Existing Aker Solutions Group has invested significant resources in staying abreast of the legal developments related to sanctions, and has implemented strict anti-corruption measures, including policies, training, monitoring, and follow-up procedures, and as such Management believes the Existing Aker Solutions Group is well prepared to operate in challenging markets. The Existing Aker Solutions Group also has a whistle-blowing channel where employees can report their concerns and this system will be continued for the New Aker Solutions Group. Key employees and systems within the Existing Aker Solutions Group compliance area will be transferred to New Aker Solutions in the Demerger. The New Aker Solutions Group, therefore, expects to benefit from these investments. However, there can be no assurance that the policies and procedures of the New Aker Solutions Group will be effective in preventing violations of applicable anti-corruption and anti-bribery laws and regulations.

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The cost of implementing the compliance systems and routines required in order to monitor the Group’s compliance with applicable laws when entering into a new jurisdiction could be substantial and could also delay the Group’s entry into new markets. Even with such compliance systems and routines in place, in many parts of the world in which the New Aker Solutions Group operates or seek to expand its business, local practices and customs may be contrary to the Group’s code of conduct and such conduct could violate applicable laws. Violations of these laws by employees or sub-contractors of the New Aker Solutions Group or others who act on the Group’s behalf, regardless of whether the Group participated in the acts or knew about the acts at certain levels of its organisation, could subject the Group and its employees to criminal or civil enforcement actions, including fines or penalties, disgorgement of profits and suspension or disqualification from contracts or financing agreements. Additionally, violations of law or allegations of violations could adversely affect the Group’s reputation and result in the loss of business. Detecting, investigating and resolving such situations may also result in significant costs, including the need to engage external advisors, and consume significant time, attention and resources of the Group’s management. The results and costs of such investigations could be difficult to predict and could lead to lengthy disputes, fines or fees, indemnities or settlements. Economic and trade sanctions have expanded in the recent past, mainly at the United States, EU and United Nations level. A large portion of such sanctions cover oil and, therefore, the industry in which the New Aker Solutions Group operates. For example, the United States and the EU have been increasing sanctions on Russia, where the New Aker Solutions Group has operations, in response to the situation in Crimea and Eastern Ukraine. Such sanctions imposed by the EU include a ban on the sale, supply, transfer or export of specified machinery technology for use in deepwater oil exploration and production, Arctic oil exploration and production, and shale oil projects in Russia. In addition, the EU prohibited the provision of technical assistance or brokering services related to the specified mechanical technologies and to the provision, manufacture, maintenance and use of those items, directly or indirectly to any natural or legal person, entity or body in Russia. The Norwegian Government implemented substantially similar sanctions against Russia on 15 August 2014. Management does not believe that the sanctions against Russia will have a material effect on the Group’s business, results of operations or financial condition in the near to medium term. Such trade sanctions could require the New Aker Solutions Group to abandon markets and opportunities previously available to it. The New Aker Solutions Group has introduced a sanctions compliance policy pursuant to which it aims to check its contractual parties against applicable sanctions lists before entering into new contracts. However, there can be no assurance that the policy of the New Aker Solutions Group will be effective and that the New Aker Solutions Group will not violate sanctions, which, if the breach is significant or if the Group commits a series of breaches, could lead to severe fines and other consequences, such as being banned from the U.S. financial system. Introduction of such sanctions may also in the future require the New Aker Solutions Group to abandon markets and business opportunities previously available. The occurrence of any of the above could have a material adverse effect on the reputation, business, results of operations and financial condition of the New Aker Solutions Group. Construction and maintenance sites are inherently dangerous workplaces, and failure by the New Aker Solutions Group to maintain safe work sites could have a material adverse effect on its business, reputation, results of operations and financial condition. The Existing Aker Solutions Group is, and the New Aker Solutions Group will be, subject to a broad range of health and safety laws and regulations in each of the jurisdictions in which it operates, and such laws and regulations impose increasingly stringent health and safety protection standards. The costs of complying with, and the liabilities imposed pursuant to, health and safety laws and regulations could be significant, and failure to comply could result in the assessment of civil and criminal penalties, suspension of permits, temporary or permanent closure of production facilities, or claims or lawsuits by injured employees, sub-contractors or third parties. Construction and maintenance sites used in the business of the New Aker Solutions Group (see Section 11.12 “Business Overview—Property, Plants and Equipment” for a list of owned and leased sites) and customers’ sites where the New Aker Solutions Group operates often put employees, sub-contractors and others in close proximity to large pieces of mechanised equipment, moving vehicles, manufacturing processes and chemicals and other hazardous materials. At many sites, the New Aker Solutions Group is responsible for safety and, accordingly, must implement safety procedures that apply to all personnel at the site, including contractors and sub-contractors over which the Group may have less control than it has over its own employees. If appropriate procedures are not implemented and/or enforced, including in relation to contractors or sub-contractors, or if the implemented procedures are ineffective, employees, sub-contractors or others could be injured. Unsafe work sites also have the potential to increase employee turnover, project costs for the customer and operating costs. In addition, travel, especially to and from worksites offshore and in remote locations, involves risks for employees and subcontractors. Any of the foregoing could result in financial losses, which could have a material adverse effect on the reputation, business, results of operations and financial condition of the New Aker Solutions Group. Moreover, if adequate safety procedures are not implemented at worksites or if the implemented safety procedures are ineffective, the sites may experience downtime, which could prevent services from being carried out normally. Any downtime, if not resolved in a timely and cost-effective manner, could have a material adverse effect on the reputation, business, results of

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operations and financial condition of the New Aker Solutions Group. See also Section 11.14 “Business Overview— Health, Safety and Environment” for further information on the Group’s health, safety and environmental procedures. In addition, many of the New Aker Solutions Group’s customers impose strict health and safety requirements for its suppliers, and failure by the New Aker Solutions Group to adhere to such standards could lead to disqualification from participation in the projects of such customers as well as termination of on-going contracts. The Group’s safety record is critical to the Group’s reputation and ability to tender for and win new business. As a result, a failure to maintain adequate safety standards could have a material adverse effect on the reputation, business, results of operations and financial condition of the New Aker Solutions Group. The New Aker Solutions Group provides products and services in connection with operations that are subject to potential hazards inherent in the oil and gas industry, and, as a result, the New Aker Solutions Group is exposed to potential liabilities that could have a material adverse effect on the reputation, business, results of operations and financial condition of the Group. The New Aker Solutions Group provides services in connection with potentially hazardous drilling, completion and production applications in the oil and gas industry, where an accident can potentially have catastrophic consequences. This is particularly true in deepwater operations. Risks inherent to these applications, such as equipment malfunctions and failures, equipment misuse and defects, explosions, blowouts and uncontrollable flows of oil, gas or well fluids and natural disasters, on land or in deepwater or shallow-water environments, can cause personal injury, loss of life, suspension of operations, damage to formations, damage to facilities, business interruption and damage to or destruction of property, surface water and drinking water resources, equipment and the environment. If the products or services provided by the New Aker Solutions Group fail to meet specifications or if the Group is involved in accidents or failures, the Group could face warranty, contract, or other litigation claims, or fines, which could expose it to substantial liability for personal injury, wrongful death, property damage, loss of oil and gas production, pollution and other environmental damages. Such risks are not always excluded from the New Aker Solutions Group’s contracts and the insurance policies of the Group will usually not be adequate to cover all potential risks, liabilities and losses. Furthermore, to the extent insurance is available, such insurance may not be generally available in the future or, if available, insurance premiums may make such insurance commercially unjustifiable. Moreover, even if the New Aker Solutions Group is successful in defending a claim, it could be time- consuming and costly to defend. In addition, the frequency and severity of such incidents will affect operating costs, insurability and relationships with customers, employees, sub-contractors and regulators. In particular, the customers of the New Aker Solutions Group may elect not to purchase the Group’s services if they view its safety record as unacceptable, which could cause the New Aker Solutions Group to lose customers and substantial revenues and have a material adverse effect on the business, results of operations and financial condition of the Group. Terrorist attacks could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. Terrorist attacks have, among other things, caused instability in the world’s financial and commercial markets. This has, in turn, contributed to high levels of volatility in prices for, among other things, oil and gas. Continuing instability may cause further disruption to financial and commercial markets and contribute to an even higher level of volatility in oil and gas prices. In addition, acts of terrorism could limit or disrupt the New Aker Solutions Group’s operations, including disruptions due to the evacuation of personnel, cancellation of contracts, or the loss of or damage to personnel or assets, including manufacturing sites and equipment, other production sites and facilities. The insurance policies of the New Aker Solutions Group may not be adequate to cover losses resulting from acts of terrorism, which could have a material adverse effect on the business, results of operations and financial condition of the Group. Piracy could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. The business of the New Aker Solutions Group requires operations in areas that pose increased risks of acts of piracy. If any vessel, equipment or site used in the Group’s operations or for the transport of equipment owned by members of the Group were attacked by pirates, such attack could lead to harm to the vessel’s crew as well as damage to the cargo or the vessel itself. In an attack, a vessel and its cargo (including valuable deliveries by the Group) could be sunk or seriously damaged to the point that it is out of service for a lengthy period of time, and the cargo may need to be replaced and redelivered, which could increase the Group’s costs and delay delivery. The insurance policies of the New Aker Solutions Group may not be adequate or comprehensive enough to cover losses resulting from acts of piracy, which could have a material adverse effect on the business, results of operations and financial conditions of the Group.

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The imposition of stringent restrictions or prohibitions on oil and gas operations by any governing body could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. Events in recent years have heightened environmental and regulatory concerns about the oil and gas industry. From time to time, governing bodies have enacted and may propose legislation or regulations that would materially limit or prohibit oil and gas operations, such as offshore drilling, in certain areas. If laws are enacted or other governmental action is taken that restrict or prohibit oil and gas operations in the New Aker Solutions Group’s expected areas of operation, it could have a material adverse effect on the business, results of operations and financial conditions of the Group. For example, the legal and regulatory developments since the 2010 Deepwater Horizon incident have created significant uncertainty regarding the outlook of offshore drilling activity in the U.S. Gulf of Mexico as well as possible implications for regions outside of the U.S. Gulf of Mexico. If the new regulations, operating procedures and possibility of increased legal liability are viewed by current or future customers of the New Aker Solutions Group as a significant increased financial burden on drilling projects in the U.S. Gulf of Mexico or other regions, this is likely to affect the supply and demand for the equipment and services of the New Aker Solutions Group. In addition, government agencies could issue new safety and environmental guidelines or regulations for drilling in the U.S. Gulf of Mexico that could disrupt or delay drilling operations, increase the cost of drilling operations or reduce the area of operations for drilling. Any of these uncertainties could result in a reduced demand for the New Aker Solutions Group’s equipment and services, which could have material adverse effect on the business, results of operations and financial condition of the Group. The New Aker Solutions Group is subject to environmental laws and regulations and liability under such laws and regulations could have a material adverse effect on the business, results of operations and financial condition of the Group. The business of the New Aker Solutions Group is subject to a variety of environmental laws and rules, including those covering hazardous materials and requiring emission performance standards for facilities. Environmental and other similar requirements are generally becoming increasingly complex, stringent and expensive to comply with across the world (e.g., following the 2010 Deepwater Horizon incident) and may lead to increased costs in the Group’s operations, including the cost of compliance with changes in or expansion of environmental requirements, which are often difficult to predict (especially in relation to the cost and impact of any such requirements). In addition, sanctions for failure to comply with these requirements, many of which may be applied retroactively, may include:  administrative, civil, and criminal penalties;  revocation of permits to conduct business; and  corrective action orders, including orders to investigate and/or clean up contamination. Failure on the part of the New Aker Solutions Group to comply with applicable environmental requirements could have a material adverse effect on the business, results of operations and financial condition of the Group. The New Aker Solutions Group is exposed to claims under environmental requirements as well as demands from public authorities to clean up sites that are being used or have been used by the Existing Aker Solutions Group’s operations, and from time to time such claims have been made. The cost of cleaning sites used by the New Aker Solutions Group, especially as many of the Group’s facilities have been used for industrial purposes for a long period of time, could be substantial and have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. The risk of clean up measures being imposed increases if the use of the site changes or if the site is disposed of, and clean up measures may also be imposed on the basis of governmental inspections and investigations. For a list of sites owned and leased by the Group, see Section 11.12 “Business Overview—Property, Plants and Equipment”. Environmental requirements and regulations typically impose strict liability; therefore, the New Aker Solutions Group could be exposed to liability for clean-up costs, natural resource damages and other damages resulting from operations or conduct that was lawful at the time it occurred or the conduct of third parties. The New Aker Solutions Group could also be held liable, inter alia, for clean-up costs, natural resource damages and other damages on properties owned or leased by the Akastor Group based on the “polluter pays” principle. Liability for clean-up costs and damages arising as a result of environmental laws could be substantial and could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.

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2.2 Risks Relating to the New Aker Solutions Group The business of the New Aker Solutions Group is associated with risk of cost overruns, especially in fixed-price contracts, contracts with similar fixed-price compensation terms or contracts with fixed-price elements, and the New Aker Solutions Group may experience reduced profits or, in some cases, losses under these contracts if costs increase above its estimates. The New Aker Solutions Group generates revenue both under reimbursable contracts and under fixed-price contracts with products and systems generally being delivered under fixed-price contracts and services as a main rule being provided on reimbursable contract terms. For more information about the contractual exposure of the Group’s business areas, see Section 11.7 “Business Overview—Contractual Arrangements”.

Under fixed-price contracts, contracts with similar fixed-price compensation formats and contracts with fixed-price elements, contract prices are established in part based on cost and scheduling estimates that are based on a number of assumptions, including assumptions regarding future economic conditions, prices and availability of labour, equipment and materials, and other contributing factors. These estimates are often given before the tender of a project and before delivery terms and prices are agreed with sub-contractors and could thus be based on assumptions that may not accurately reflect actual costs, schedules or other aspects of the project. If the estimates are inaccurate, there are errors or ambiguities as to contract specifications or circumstances change due to, among other things, site specific conditions (for example, reservoir conditions, seabed, exposure to heavy weather or seas, and currents, among others), unanticipated technical problems, increased or decreased scope caused by design development, difficulties in obtaining permits or approvals, changes in local laws or labour conditions, sea and weather conditions, changes in the costs of materials, labour costs and productivity or the vendors’ or sub-contractors’ inability to perform, inaccurate hedging or delays with performing, then cost overruns may occur and the New Aker Solutions Group could experience (as it has in the past) reduced profitability or, in some cases, a loss for that project. For example, the maintenance, modifications and operations business area of the Existing Aker Solutions Group experienced reduced profitability on the Ekofisk Zulu project in 2013 as issues with low maturity when the contract was awarded resulted in significant cost overruns that had to be absorbed by the Existing Aker Solutions Group. The Existing Aker Solutions Group was also required to incur additional acceleration costs to fulfil its obligation to deliver the project on-time. In the Combined Carve-Out Financial Statements for 2013, the effect of this is reported under “Other” as the Ekofisk Zulu project was a part of business no longer performed by the MMO business area. Generally, cost overruns caused by inaccurate assumptions, design issues or manufacturing errors will not relieve the New Aker Solutions Group of its obligations to complete the project at the price and time agreed with the customer. In addition to covering its own costs related to project delays and cost overruns, fixed-price contracts generally require the New Aker Solutions Group to pay liquidated damages to the customer for the period of the delay (sometimes subject to a grace period or maximum number of days) and to cover its own costs related to mitigating delays. The New Aker Solutions Group has paid such liquidated damages and costs in the past, and can be expected to do so to a varying degree on existing and future projects. If the project is significant, or if there are one or more issues that affect multiple projects, costs overruns could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.

In addition, the New Aker Solutions Group is exposed to cost escalations in addition to the risk of inflation with respect to fixed-price contracts as escalation is often not sufficiently provided for in such contracts. This risk is more pronounced in respect of long-term contracts and contracts for operations in countries with unstable inflation. If inflation is higher than estimated when the contract was entered into, it could adversely affect the profitability of a project, which could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. Failure by the New Aker Solutions Group to complete any one of its significant contracts on time or according to contractual performance obligations could have a material adverse effect on the reputation, business, results of operations and financial condition of the New Aker Solutions Group. The projects of the New Aker Solutions Group generally involve complex design and engineering, significant procurement and manufacturing of equipment, and supplies and construction management, and may involve the development of new technology and solutions. Difficulties in the design and engineering, equipment and supply delivery and other factors, such as scheduling, some of which are beyond the Group’s control, from time to time prevent the Group from completing the project in accordance with the original delivery schedule or from otherwise meeting the contractual performance obligations. In projects where the New Aker Solutions Group designs or manufactures the product delivered (which often is the case) there is a risk of faulty design and manufacturing, which, in turn, could lead to the Group being responsible for significant rectification costs and other consequential losses incurred by the customer. Failure to complete a project in accordance with the original delivery schedule or to meet the contractual performance obligations may entitle the customer to apply contractual sanctions and cause the New Aker Solutions Group to incur financial liabilities. For example, in 2011, the Group recorded a loss of approximately NOK 600 million when the delivery of subsea production systems to Petrobras in Brazil was

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substantially delayed due to, inter alia, the complexity of the deliveries, difficult technical qualification programs and delays and lack of capacity once projects in the production line became delayed. Many of the Group’s contracts require the Group to pay liquidated damages, which could be significant, in the event of delays or failure to meet the contractual performance obligations. The terms and conditions of the New Aker Solutions Group’s commercial contracts are negotiated on a case-by-case basis with customers and suppliers. Although the New Aker Solutions Group’s commercial contracts typically include limitations on the parties’ liability under the contracts, including liabilities for delays and defects, such limitations on liability may be unenforceable pursuant to applicable law or may not be applicable due to other provisions in the contract. Failure by the New Aker Solutions Group to complete any of its significant contracts on time and in accordance with its contractual performance obligations could have a material adverse effect on the business, results of operations and financial condition of the Group and on the likelihood of it winning new business. Issues with the performance of contracts could also harm the New Aker Solutions Group’s reputation in the industry with customers, third-party partners, suppliers and sub-contractors. The New Aker Solutions Group depends on a limited number of significant customers and the successful execution of significant projects in which it is engaged from time to time, and the loss of business from a significant customer, or the failure to perform under any contract with such significant customer or in respect of a significant project, could have a material adverse effect on the business, results of operations and financial condition of the Group. A limited number of customers and concentration in a limited number of regions have in the past accounted for a significant portion of the revenue and/or order backlog attributable to the New Aker Solutions Business. In certain markets, the Group is dependent upon a single customer (typically government-controlled oil companies). Revenue from the largest customer of the New Aker Solutions Group across all business areas represented in total 36 per cent, 40 per cent and 31 per cent of the Group’s revenue for the years ended 31 December 2013, 2012 and 2011, respectively. Although the Group has long-standing relationships with many of the significant customers, customers may unilaterally reduce, delay or cancel their contracts at any time. For example, during the second half of 2013, certain oil companies announced that they would focus on capital discipline and reduce the increase in investments seen in the last years. This cost reduction focus has adversely affected, and continues to adversely affect, the North Sea segment of the Group’s MMO business area. A loss of business from a significant customer, such as Petrobras, Statoil or Total, or reduction of work in one or more of the New Aker Solutions Group’s key regions such as the NCS, could have a material adverse effect on the business, results of operations and financial condition of the Group. Further, the New Aker Solutions Group is, at any applicable period, engaged in a limited number of significant projects, which exposes the Group to risks of concentration. Failure to successfully execute any such significant project could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. In addition, the New Aker Solutions Group’s dependency on a limited number of significant customers, and concentration of the New Aker Solutions Group’s businesses in certain regions and on significant projects, increases the likelihood of material adverse effects on the Group resulting from the cancellation of the contracts for projects, and of delayed payments from and disputes with customers.

The contracts in the order backlog of the New Aker Solutions Group may be adjusted, cancelled or suspended and, therefore, the order backlog is not necessarily indicative of future operating revenues of the Group. As at 30 June 2014, the Group’s order backlog totalled NOK 53,914 million. The New Aker Solutions Group’s order backlog represents the contracted future revenue under current contracts; however, the operating revenues included in the order backlog are based on estimates. There can be no assurance that the order backlog will actually be realised as revenues in the amounts reported or, if realised, will result in profits, and the Group’s order backlog may be adjusted up or down.

In accordance with industry practice, substantially all of the contracts entered into by the New Aker Solutions Group are subject to cancellation, termination or suspension at the discretion of the customer and other conditions beyond the control of the New Aker Solutions Group. In addition, many of the contracts in the current order backlog of the New Aker Solutions Group are subject to changes in the scope of services to be provided as well as adjustments to the costs relating to the contracts. For example, many of the contracts entered into by the Group are framework agreements where the scope and order by the customers are uncertain and to a large extent are subject to change at the customer’s discretion. Statoil recently reduced the scope of work for 2014 under such a framework agreement. The contracts in the order backlog of the New Aker Solutions Group are also subject to customer’s termination right for breach of contract (e.g., as a result of certain delays or other failures to perform in accordance with the terms of the contract). Projects can remain in the order backlog for extended periods of time because of the nature of the project and the timing of the particular services required by the project. The risk of contracts in the Group’s order backlog being cancelled or suspended generally increases during periods of widespread economic slowdown. This risk is increased due to the volatility in the oil and gas markets.

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There is an uncertainty of future contract awards in the businesses in which the New Aker Solutions Group operates, which renders future earnings and profitability uncertain.

The future performance of the New Aker Solutions Group depends on, among other things, whether and when the Group will receive new contract awards and the amount of work ordered under framework agreements with customers. Contract awards and work orders under framework agreements are often affected by events outside the control of the New Aker Solutions Group, such as the level of investment and spending among its customers; fluctuations in the prices of oil, gas and other commodities, and general economic conditions affecting the customers of the Group which renders future earnings and profitability uncertain. Moreover, because the timing of project awards and execution is often uncertain, flexible and effective utilisation of the work force and other manufacturing, production and operational resources and facilities, as to which there can be no assurance, are critical factors in achieving satisfactory profitability. In addition, the New Aker Solutions Group generally invests a significant amount of money and other resources preparing tenders for new projects that it may not win. Failure by the New Aker Solutions Group to win new contract awards and work orders under framework agreements could have a material adverse effect on the business, results of operations and financial condition of the Group. If the current or future facility expansion projects of the New Aker Solutions Group, including the current expansion project in Brazil, are delayed or subject to cost overruns, or if the New Aker Solutions Group fails to effectively utilise its new or existing facilities, it could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. The New Aker Solutions Group is currently building a new Subsea manufacturing facility and technology centre in São José dos Pinhais in Brazil, which will replace the current Subsea facility in Curitiba in Brazil. Management estimates that this expansion project will cost the Group approximately NOK 650 million during the remainder of 2014 (after 31 August) and 2015 and that it will be completed in the third quarter of 2015. If the current or future facility expansion projects of the New Aker Solutions Group are delayed for any reason or become subject to cost overruns or if the Group encounters difficulties with relocating its operations from Curitiba to São José dos Pinhais, then the Group may not be able to follow its business plan, which could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. Similarly, if the Group fails to effectively utilise its new or any existing facilities, it could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. The New Aker Solutions Group is dependent on services from third parties to complete many of its contracts. A significant portion of revenue under the contracts of the New Aker Solutions Group is used to pay for work performed by third-party sub-contractors and service providers. The Group also relies on third-party equipment manufacturers or suppliers to provide equipment and materials used in projects. If the New Aker Solutions Group is unable to hire qualified sub-contractors or service partners, or find qualified equipment manufacturers or suppliers, the Group’s ability to successfully complete a project could be materially impaired. If the amount the New Aker Solutions Group is required to pay to sub-contractors or for equipment and supplies exceeds the estimates made when the contract was entered into (especially in a fixed-price contract), the New Aker Solutions Group may suffer losses on these contracts. If a sub-contractor, supplier, or manufacturer fails to provide services, supplies or equipment as required under a contract for any reason, the New Aker Solutions Group may be required to source these services, equipment or supplies from other third parties on a delayed basis or at a higher price than anticipated, which could adversely affect contract profitability. In addition, changes in ownership of suppliers could result in cost increases or lack of access to critical deliveries if the new owner is a competitor of the Group. Furthermore, the New Aker Solutions Group is dependent on functioning logistics and transportation. Problems in the New Aker Solutions Group’s logistics chain, for example delays in delivery schedules or damage to cargo or labour disputes affecting its sub-contractors or suppliers, could result in production delays and increased costs, which, in turn, exposes the Group to liability for paying liquidated damages. During periods of wide-spread economic slowdown, third parties may find it difficult to obtain sufficient financing to fund their operations. The inability to obtain financing could adversely affect a third party’s ability to provide materials, equipment or services, which could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. Any failure by the New Aker Solutions Group in implementing its strategies of increasing its global business and developing competitive global and regional delivery models outside the North Sea region could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. As at the date of this Prospectus, projects in the North Sea region are the principal sources of revenue for the Existing Aker Solutions Group with approximately two-thirds of the Group’s revenue coming from this region for the three years ended 31 December 2013. Although investments by oil and gas companies in the North Sea have been relatively stable during the past three years, the potential decrease in the size of oil and gas prospects, the decrease in production, or the failure to obtain the necessary financing may result in reduced offshore oil and gas activity in

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the North Sea and, therefore, reduced demand for the services and products of the New Aker Solutions Group in this region. The strategies of the New Aker Solutions Group include increasing the Group’s global business and developing competitive global and regional delivery models outside the North Sea region. Such expansion will require the increased focus of the Group’s management team and the deployment of resources, which could affect the Group’s operations in the North Sea. Any failure in implementing such strategies could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. Failure to protect intellectual property rights or otherwise information or trade secrets used in the services and products used or owned by the New Aker Solutions Group or invalidation, circumvention, or challenges to intellectual property rights used or owned by the New Aker Solutions Group could have a material adverse effect on the Group’s competitive position. The business of the New Aker Solutions Group increasingly relies on a variety of intellectual property rights, other proprietary information and trade secrets, which are used in its services and products and the New Aker Solutions Group continuously invests in research and development to develop new products and services. The New Aker Solutions Group is also dependant on licenses to use certain technologies owned by third parties, including the Subsea Factory technology held by Akastor as further described in Section 12.1 “Relationship with Akastor; Related Party Transactions—Separation Arrangements Relating to the Demerger—Overview”. The New Aker Solutions Group may not be able to successfully preserve such intellectual property rights, proprietary information or trade secrets, and the intellectual property rights of the Group could be invalidated, circumvented or challenged. In addition, the laws of certain foreign countries in which the services and products of the New Aker Solutions Group may be sold do not adequately protect intellectual property rights. Failure to protect intellectual property rights, other proprietary information or trade secrets and any successful intellectual property challenges or infringement proceedings against the New Aker Solutions Group could have a material adverse effect on the Group’s competitive position. The New Aker Solutions Group attempts to limit access to and distribution of its technology by customarily entering into confidentiality agreements with its employees, customers and potential customers, sub-contractors and suppliers. However, the New Aker Solutions Group conducts a portion of its business in cooperation with third parties and, accordingly, the Group may disclose technology, know-how and other intellectual property to the joint arrangement. The New Aker Solutions Group’s rights in its confidential information, trade secrets and confidential know-how will not prevent third parties from independently developing similar information. Publicly available information (e.g., information in expired issued patents, published patent applications and scientific literature) can also be used by third parties to independently develop technology. There can be no assurance that such independently developed technology will not be equivalent or superior to the proprietary technology of the New Aker Solutions Group, which could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. Technology or intellectual property disputes involving the New Aker Solutions Group, its suppliers or sub- suppliers could increase the costs of the New Aker Solutions Group, reduce its ability to deliver products or services, reduce its freedom to operate and have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. The products and services of the New Aker Solutions Group utilise patented or otherwise proprietary technology, and, therefore, involve a risk of infringement of third-party intellectual property rights. Additionally, the products and services of the New Aker Solutions Group may include use of intellectual property rights owned by the suppliers or sub-suppliers of the New Aker Solutions Group. If the New Aker Solutions Group, or any of its suppliers or sub- suppliers, becomes involved in a dispute regarding infringement of the intellectual property rights of third parties, the Group could be required to stop using certain of the technologies, designs or equipment used in its products and services, or to pay royalties or other compensation or damages for the use of such technologies, designs or equipment. Any such disputes could increase the costs of the New Aker Solutions Group and could have a material adverse effect on the business, results of operations and financial condition of the Group. Disruption to the supply of materials and components could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. The timely delivery of the required materials and components is essential to the business of the New Aker Solutions Group. The required materials and components are normally readily available; however, market conditions could result in constraints in the supply chain of certain important materials and components, such as various types of steel and copper, valves, piping, forgings and special deliveries, such as electrical and control cables. The New Aker Solutions Group’s most significant supply chain risks arise where the Group has an established relationship with only one supplier for a particular material or component. If the supply of materials used in the products or services of the New Aker Solutions Business is disrupted, projects may be delayed until an alternative supplier or material is found. Such delays could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.

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As part of its business plan, the New Aker Solutions Group may, from time to time, acquire other businesses or divest some of its businesses. Acquisition and divestment activities are attached with risk of lack of intended synergies, integration risks and costs, and risk of other losses.

The Existing Aker Solutions Group has regularly acquired new businesses and divested of existing businesses in the past (see further description in Section 5.1 “The Demerger; Admission to Trading of the Shares—Background and Reasons for the Demerger and the Listing”) and part of the New Aker Solutions Group’s strategy is to continue to seek synergies within its businesses. This may include acquiring and/or divesting businesses. The rationale for such acquisitions and divestments could include, among others, to obtain technology, qualified employees or additional businesses considered to be compatible and advantageous to the New Aker Solutions Business, to obtain synergies or to dispose of non-core businesses. However, acquisitions and divestments may not lead to the intended synergies or technological advantages.

For acquisitions, the cost of integrating the new business and employees into the New Aker Solutions Group may, for example, exceed the advantages. Further, acquisitions may expose the New Aker Solutions Group to reputational damage or other claims.

In a divestment, although the divestment agreement would usually generally limit the Group’s liability as seller towards the buyer, the divestment could expose Group to claims from the buyer of a divested business for breaches of covenants, representations and warranties as well as to breach of specific indemnities.

Any of the above could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.

Participation in partnerships, joint arrangements and other types of cooperation exposes the New Aker Solutions Group to risks and uncertainties, many of which are outside of its control. For accounting purposes, the Group did not have operating revenue or other income derived from projects in which a Group company was a member of a joint arrangement, as the term is defined by IFRS, for the six months ended 30 June 2014. However, as is common in the New Aker Solutions Group’s industry, the Group, from time to time, participates in certain projects through joint arrangements, partnerships, cooperation and similar arrangements for commercial reasons or due to the local content/local partner requirements in the jurisdictions where the work will be performed, for example related to the Kaombo project. Participating in projects through partnership agreements and other arrangements exposes the Group to a number of risks, including the risk that its partners may be unable to fulfil their obligations to the Group or its customers, the risk of not being able to protect or obtain intellectual property and know-how and the risk that a partner conducts its business in a manner that is not compatible with the business standards or policies of the Group. Upon the termination of a partnership, the New Aker Solutions Group may not be able to adequately protect the technology and know-how that it provided to or was developed by or as part of the partnership, which could have a material adverse effect on the Group’s business. The partners may also have a different investment strategy, and could be unable or unwilling to provide the required levels of financial support or other development resources to the partnerships. Under arrangements with joint and several liabilities, the New Aker Solutions Group could become liable for both its own obligations and those of its partners. These circumstances could also lead to disputes and litigation with the partners or customers, any of which could have a material adverse effect on the reputation, business, results of operations and financial condition of the New Aker Solutions Group. The New Aker Solutions Group’s participation in partnerships and other types of cooperation is also associated with the risks described in relation to business ethics and corruption, see risk factors under the heading “Violation of anti- corruption or anti-bribery laws and regulations and trade sanctions could affect the business, results of operations and financial condition of the New Aker Solutions Group” in Section 2.1 “Risk Factors—Risks Relating to the Industry of the New Aker Solutions Group”. The New Aker Solutions Group may participate in joint arrangements and similar arrangements where it is not the controlling partner. In such cases, the Group will have limited control over the actions of the joint arrangement. To the extent the controlling partner makes decisions that negatively affect the joint arrangement or internal control problems arise within the arrangement, it could have a material adverse effect on the reputation, business, results of operations and financial condition of the New Aker Solutions Group. The loss of a strategically important partner could further have a material adverse effect on the reputation, business, results of operations and financial condition of the New Aker Solutions Group The success of the New Aker Solutions Group is dependent upon its ability to hire, retain, and utilise qualified personnel and senior management. The success of the business of the New Aker Solutions Group is dependent upon its ability to hire, retain, and utilise qualified personnel and senior management, including engineers, architects, designers, craft personnel, and corporate management and administrative professionals who have the required experience and expertise. From time

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to time, it may be difficult to attract and retain qualified individuals with the required expertise and in the timeframe demanded by the Group’s customers. In certain geographic areas, for example Brazil, West Africa and other jurisdictions with strong local content requirements, the New Aker Solutions Group may not be able to satisfy the demand for its services because of its inability to successfully hire and retain qualified local personnel. The loss or extended interruption in the services of one or more members of the Group’s senior management or directors or the Group’s inability to attract and retain qualified personnel and senior management or effectively implement appropriate succession plans could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group as the business of the Group is dependent on its employees and sub- contractors creating and delivering solutions and engineering. In addition, the cost of providing the services of the New Aker Solutions Group, including the extent to which the workforce is utilised, affects the Group’s profitability. For example, the uncertainty of contract award timing can present difficulties in matching the workforce size with the contracts. If an expected contract award is delayed or not received, costs could be incurred resulting from excess staff, reductions in staff, or redundancy of facilities, which could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. Labour interruptions could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. As at 30 June 2014, the New Aker Solutions Business had approximately 20,680 employees, of which approximately 16,287 were own employees and the remaining were contracted personnel. In addition, the Group purchases services from sub-contractors globally. Many of the New Aker Solutions Group’s employees as well as those of its sub- contractors are organised in labour unions. Strikes or other labour unrest or interruptions could prevent or hinder the New Aker Solutions Group’s services from being carried out normally. Furthermore, labour actions could affect the transportation industry or other industries on which the New Aker Solutions Group relies, which could cause delays in the New Aker Solutions Group’s provision of services. Any labour actions affecting the New Aker Solutions Group’s ability to provide services, if not resolved in a timely and cost-effective manner or compensated for under the contract with the relevant sub-contractor, could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. Employee, agent, partner, joint arrangement partner or sub-contractor misconduct, misconduct by third-party contractors or the overall failure to comply with laws or regulations by the New Aker Solutions Group, could negatively affect its reputation and weaken its ability to win contracts, which could have a material adverse effect on the business, results of operations and financial condition of the Group. Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by employees, agents, partners, joint arrangement partners or third-party sub-contractors of the New Aker Solutions Group could have a material adverse effect on the business and reputation of the Group. Such misconduct could include the failure to comply with government procurement regulations; regulations regarding the protection of classified information; regulations prohibiting bribery and other corrupt practices; regulations regarding the pricing of labour and other costs in government contracts; regulations on lobbying or similar activities; regulations pertaining to the internal controls over financial reporting; environmental, trade, export control, competition and anti-trust laws and regulations; and any other applicable laws or regulations. Failure to comply with applicable laws or regulations or other misconduct could subject the New Aker Solutions Group to fines and penalties, and suspension from contracting as well as cross-default consequences both in operational and financing agreements, and negatively affect the reputation of the Group. Any of the foregoing could weaken the New Aker Solutions Group’s ability to win contracts and result in reduced revenues and profits and could have a material adverse effect on the business, results of operations and financial condition of the Group. The cost of implementing and following-up with appropriate control routines is increasing and Management expects that it will likely increase further and affect the results of operations of the New Aker Solutions Group.

Delayed payment of significant amounts payable from customers could have a material adverse effect on the liquidity of the New Aker Solutions Group. From time to time, the New Aker Solutions Group has disagreed, and may in the future disagree, with customers in respect of allocation of costs and losses in connection with cost overruns or delays in projects and in respect of variation orders, which would result in such customers delaying payment of disputed or undisputed amounts. Especially in weak economic environments, the New Aker Solutions Group may experience increased payment delays and failures by customers due to, among other reasons, customers’ reduced cash flow from operations or access to the credit markets. If one or more customers fails to pay significant amounts of outstanding receivables in a timely manner or at all, for any reason, this could have a material adverse effect on the New Aker Solutions Group’s liquidity position as the cash or cash equivalents available to the Group may be reduced and the Group may be required to increasingly rely on its credit facilities for liquidity. This could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.

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The outcome of claims and litigation could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. The nature of the business of the New Aker Solutions Group sometimes results in customers, subcontractors, co- ventures or vendors presenting claims for, among other things, recovery of costs related to certain projects and completion of the Demerger will not necessarily relieve the New Aker Solutions Group from historical risks and obligations in that respect. Similarly, the New Aker Solutions Group occasionally presents change orders and other claims to its customers, subcontractors, and vendors. In the event that the Group fails to document properly the nature of the claims and change orders or protect itself against claims, or is otherwise unsuccessful in negotiating reasonable settlements with its customers, subcontractors, or vendors, the New Aker Solutions Group could incur cost overruns, reduced profits or, in some cases, a loss of a project or a service contract. Additionally, irrespective of how well the nature of the claims and change orders is documented, the cost to pursue and defend claims and change orders can be significant. The New Aker Solutions Group is party to litigation in its normal course of business, see Section 11.15 “Business Overview—Legal and Arbitration Proceedings”. Any claims against the New Aker Solutions Group could harm the New Aker Solution Group’s reputation and could result in professional liability, product liability, criminal liability, warranty obligations and other liabilities that, to the extent the New Aker Solutions Group is not adequately insured, or cannot insure, against a loss or the insurer fails to provide coverage, could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. The New Aker Solutions Group may be unable to meet its funding needs as they arise, which could have a material adverse effect on its business, results of operations and financial condition. The New Aker Solutions Group’s funding policy is to fund all operations directly through the Group’s corporate treasury department, with the aim of optimising the availability and transfer of cash within the Group, improving control of the Group’s overall debt and reducing the cost of funding the Group’s operations. The main funding needs of the Group are operating expenses, see further description in Section 9.7 “Operating and Financial Review— Liquidity and Capital Resources”. As at 30 June 2014, the Group’s liquidity reserve amounted to NOK 4,009 million and consisted of deposits on Group bank accounts. A new NOK 4,000 million multicurrency revolving credit facility was entered into on 3 July 2014 in preparation for the Demerger and will be available for utilisation by the Company on or about the date of the completion of the Demerger. In addition, two bond loans in the total amount of NOK 2,500 million will be assumed by the Company as part of the Demerger together with loans outstanding with the Brazilian Development Bank (“BNDES”) in the amount of NOK 1,216 million (as at 30 June 2014) as well as expected commitments from BNDES in the amount of NOK 440 million for the purpose of financing the new manufacturing facility and technology centre for the Group’s SUB business area in São José dos Pinhais. For a description of the Group’s financing arrangements, see Section 9.7.2 “Operating and Financial Review—Liquidity and Capital Resources—Borrowings”. In the future, the New Aker Solutions Group may be unable to raise sufficient funds through public or private financing, and/or other arrangements to meet its on-going or future capital and operating expenditure needs. Similarly, the Group may be unable to obtain such funding as required to implement its growth strategies or take advantage of opportunities for acquisitions, joint arrangements or other business opportunities. Negative development in revenues or profitability or any unforeseen liabilities, changes in the timing for tax payments or for the payment of accounts payable for the New Aker Solutions Group may lead to a strained liquidity and working capital position and the potential need for additional funding through equity financing, debt financing or other means. There can be no assurance that any required funding will be available on sufficiently attractive terms, or at all. Furthermore, any debt financing, if available, may include restrictive covenants (as does the current financing of the Existing Aker Solutions Group and the new financing of the New Aker Solutions Group). See further description in Section 9.7.2 “Operating and Financial Review—Liquidity and Capital Resources—Borrowings”. In addition, adverse developments in the credit markets or other future adverse developments, such as further deterioration of the overall financial markets or worsening of general economic conditions or adverse developments in the New Aker Solutions Group’s results of operations and factors that affect such results, could affect the New Aker Solutions Group’s ability to borrow additional funds as well as the cost and other terms of funding. If the financing available to the New Aker Solutions Group is insufficient to meet its financing needs, the New Aker Solutions Group may be forced to reduce or delay capital expenditures, sell assets or businesses at unanticipated times and/or at unfavourable prices or other terms, seek additional equity capital or restructure or refinance its debt. There can be no assurance that such measures would be successful or adequate to meet the New Aker Solutions Group’s financing needs or would not result in the New Aker Solutions Group being placed in a less competitive position.

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The New Aker Solutions Group is exposed to currency risk, which could have a material adverse effect on the business, results of operations and financial condition of the Group. The New Aker Solutions Group operates globally and is exposed to currency risk on commercial transactions, assets and liabilities and investments in foreign operations. Commercial transactions and assets and liabilities are subject to currency risk when payments are denominated in a currency other than the respective functional currency of the relevant member of the Group. Foreign exchange rates could also affect the relative competitiveness of competitors of the Group located in countries that use currencies other than the Norwegian krone. Management believes that the primary currency-related risk of the New Aker Solutions Group is, and will continue to be, the risk of reduced competitiveness for non-Norwegian krone denominated contracts in case of a strengthening of the Norwegian krone against the U.S. dollar, Euro and British Pound Sterling. As at 30 June 2014, the Group’s net exposure to the U.S. dollar was negative USD 2 million, net exposure to the Euro was negative EUR 5 million and net exposure to the British Pound Sterling was positive GBP 2 million. Accordingly, fluctuations in currency rates could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. In addition, the Group has certain currency related risks in connection with the repatriation of funds from certain countries, such as Angola; see the risk with the heading “The New Aker Solutions Group’s operations in less developed or newly industrialised countries expose the Group to the risk of being unable to repatriate income or capital” in Section 2.1 “Risk Factors—Risks Relating to the Industry of the New Aker Solutions Group” above. The Group’s policy requires Group companies to hedge their entire currency risk exposure in any project using forward contracts and currency options. Pursuant to the policy, variation orders must be hedged as soon as received and recognised in the project. However, there can be no assurance that any hedging policy or strategies adopted by the New Aker Solutions Group are or will be effective or that they will be followed in all respects. In addition, while hedging may reduce currency risk, it is not possible to fully or perfectly hedge against currency fluctuations. For further information on the Group’s hedging policy, currency exposure and sensitivity analysis, see note 6 to the Full-Year Combined Carve-Out Financial Statements as well as Section 9.2.6 “Operating and Financial Review— Liquidity and Capital Resources—Exchange Rate Fluctuations”. Under the separation arrangements agreed between entities within the Akastor Group and entities within the New Aker Solutions Group, the financial exposure under existing currency hedging arrangements pertaining to the New Aker Solutions Business will be settled as of the completion of the Demerger. Following the completion of the Demerger, it is expected that the hedging policy of the New Aker Solutions Group will be similar to that of the Existing Aker Solutions Group; see further description of the Group’s hedging policy, currency exposure and sensitivity analysis in note 6 to the Full-Year Combined Carve-Out Financial Statements. While Management believes that the New Aker Solutions Group’s hedging policies will be sufficient to minimise the Group’s currency risk, there can be no assurance that any currency hedging policies or strategies adopted by the Group are or will be effective. Interest rate fluctuations could have a material adverse effect on the results of operations and financial condition of the New Aker Solutions Group. The New Aker Solutions Group faces risks associated with its interest-bearing debt. As at 30 June 2014, the current and non-current borrowings of the New Aker Solutions Group amounted to NOK 3,727 million. The credit facilities of the New Aker Solutions Group accrue interest at floating rates with interest periods from one to six months; see Section 9.7.2 “Operating and Financial Review—Liquidity and Capital Resources—Borrowings”. The policy of the New Aker Solutions Group will be to maintain approximately 30 to 50 per cent of its borrowings at fixed rates. Management expects the Group to use interest rate swaps to comply with this policy. As at 30 June 2014, 50 per cent of the NOK 1,000 million in bonds maturing on 9 October 2019 and 100 per cent of NOK 1,500 million in bonds maturing on 6 June 2017 that will be assumed by the New Aker Solutions Group in the Demerger accrued interest at rates that were fixed for the duration of the bonds through interest rate swaps. For further information on the Group’s hedging policy, interest rate fluctuation exposure and sensitivity analysis, see note 6 to the Full-Year Combined Carve-Out Financial Statements as well as Section 9.2.7 “Operating and Financial Review—Key Factors Affecting the New Aker Solutions Group’s Results of Operations and Financial Performance— Interest Rate Fluctuations” of this Prospectus. For floating rate debt, changes in market interest rates and interest margins would affect the current interest expenses and future refinancing costs of the New Aker Solutions Group. Where the Group has swapped a floating rate to a fixed rate using derivative financial instruments, the Group could be required to pay interest at a higher rate than the then prevailing market interest rate or could incur the expenses of the hedging transaction without receiving any benefit if market interest rates drop below the fixed interest rate pursuant to the derivative financial instrument. Furthermore, the default of a counterparty to any of the hedges or the early termination of any hedging transaction could lead to increased costs or the loss of the planned protective mechanism. In addition, the New Aker Solutions Group could be unable to use hedging instruments in line with its hedging strategy or could incur increased costs, or not be able to hedge at all, due to the conditions in the financial markets, the financial condition of the

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Group, especially its level of indebtedness, the Group’s credit ratings, or other factors. There can be no assurance that the New Aker Solutions Group will be able to hedge its exposure to fluctuations in interest rates in line with its policy or that any hedging policy will mitigate the adverse effects of interest rate fluctuations on the Group’s results of operations and financial condition. Costs related to defined benefit plans could increase, which could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. The Existing Aker Solutions Group has established several defined benefit plans applicable to the New Aker Solutions Group in various countries in which the Group operates. Pursuant to the Separation Agreement, pension liabilities of the Existing Aker Solution Group will be allocated between the New Aker Solutions Group and the Akastor Group as further discussed in Section 12.1 “Relationship With Akastor; Related Party Transactions—Separation Arrangements Relating to the Demerger—Pensions”. The most significant defined benefit plans applicable to the Group are in Norway. As at 31 December 2013, the unfunded defined benefit plan obligations of the New Aker Solutions Group amounted to NOK 430 million. New Aker Solutions’ liabilities under the AFP early retirement scheme that was established in 2011 are uncertain. New Aker Solutions has taken the position that the information available as at the date of the Combined Carve-Out Financial Statements was not sufficient to reliably measure the allocation of pension cost and net pension liability/asset in accordance with a cost/benefit approach. New Aker Solutions has, therefore, elected to treat the scheme as a defined contribution plan in which the annual paid premiums to the AFP scheme are expensed in the income statement as they are incurred. The total liability is not recognised. Based on the current financing model for AFP, the annual premiums are expected to increase. When or if sufficient and reliable data is available and the liability can be reliably measured, the recognised liability could be significant. See also Section 9.12 “Operating and Financial Review—Pension Arrangements” for further information. The New Aker Solutions Group is exposed to various risks related to these defined benefit plans, including the risk of actual investment returns being less than assumed rates of return and the risk of results deviating from actuarial assumptions for areas such as mortality of plan participants. Any of these risks, if they were to materialise, could increase the New Aker Solutions Group’s cost of funding its pensions and, therefore, could have a material adverse effect on the business, results of operations and financial condition of the Group. The insurance coverage of the New Aker Solutions Group may not be sufficient to protect the Group from all loss of property and injury of personnel and/or liabilities that could result from its operations. The New Aker Solutions Group maintains insurance policies to protect its core businesses against loss of property, injury to personnel and/or liability to third parties for such losses. Risks insured generally include loss or damage to physical assets (buildings, plant, equipment and work in progress) and business interruption resulting therefrom, bodily injury to and death of employees, and third-party liabilities. Certain types of losses are generally not insured because they are either uninsurable or not economically insurable, such as losses caused as a result of inability to deliver on time or at the right quality, or losses occasioned by wilful misconduct, criminal acts, fines and penalties, and various perils associated with war and terrorism. The insurance policies of the Existing Aker Solutions Group as at the date of this Prospectus, which cover the New Aker Solutions Business and the Akastor Business, are part of general insurance agreements that cover the Existing Aker Solutions Group or a wider part of the Aker Group of companies. Pursuant to the Separation Agreement, the current insurance agreements will continue after the Demerger until the current insurance policies expire pursuant to their terms, as further described in Section 12.1 “Relationship with Akastor; Related Party Transactions—Separation Arrangements Relating to the Demerger—Insurance”. Most of the insurance policies of the New Aker Solutions Group provide for limitations on the maximum amounts that may be recovered for any one loss event or any series of losses and in aggregate over any specified period of time, and recovery is generally dependent on the insured first making payment of the appropriate excess or deductible, and that the maximum limitation amount has not already been exhausted. Such limitations will apply on an aggregated level for both the New Aker Solutions Group and the Akastor Group after the Demerger. As such, the Group’s insurance agreements expose the Group to the risk that the claims by the Akastor Group will reach or exceed the limits of the policy, leaving the Group essentially uninsured and adversely affecting the Group’s ability to obtain insurance in the future. The insurance policies of the Group may not be sufficient to adequately insure the Group under all circumstances or against all hazards to which it could be subject. An uninsured loss, a loss that exceeds the limits of the insurance policies of the Group or a succession of such losses could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group.

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The operations of the New Aker Solutions Group are subject to a significant number of tax regimes, and changes in legislation or regulations in any one of the countries in which they operate could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. The operations of the New Aker Solutions Group are carried out in several countries across the world, and, therefore, the Group’s tax filings are subject to the jurisdiction of a significant number of tax authorities and tax regimes as well as to cross-border tax treaties between governments. Further, the nature of the operations of the New Aker Solutions Group means that the Group routinely has to deal with complex tax issues (such as transfer pricing, permanent establishment or similar issues) as well as competing and developing tax systems where tax treaties may not exist or where the legislative framework is unclear and/or subject to change without pre-warning or transitional regulations. Moreover, where project work is partly undertaken in the jurisdiction in which the project deliverables are delivered to the customer and partly in other jurisdictions (which is the case for many of the projects of the New Aker Solutions Group), there may be uncertainties, and risks, as to whether and to what extent income from that project is taxable in the jurisdiction in which the project deliverables are delivered to the customer, which could subject the Group to the risk of double taxation, unexpected tax liabilities and/or penalties. In addition, the global operations of the New Aker Solutions Group are taxed on bases that vary from country to country, including net profit, deemed net profit (generally based on turnover) and revenue based withholding taxes based on turnover. The Management of the New Aker Solutions Group determines its tax provision based on its interpretation of enacted local tax laws and existing practices and uses assumptions regarding the tax deductibility of items and recognition of revenue. Changes in applicable legislation or regulations, or the above-mentioned assumptions and practices could affect the amount of income taxes that the New Aker Solutions Group provides for in any given year and could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. Significant judgment is required in determining the New Aker Solutions Group’s worldwide provision for direct and indirect taxes and there are many transactions and calculations where the ultimate direct and indirect tax determination is uncertain. The New Aker Solutions Group also engages in a significant number of intra-group transactions between legal entities in different jurisdictions. Although Management believes that the New Aker Solutions Group follows generally accepted transfer pricing practices, the Group’s interpretations may be challenged. Further, due to the global scale of the New Aker Solutions Group’s operations, the Group earns a significant part of its income from operations outside of Norway. The repatriations of funds from jurisdictions outside of Norway does not currently have a material effect on the effective tax rate for the Group; however, changes in tax legislation both in Norway and in jurisdictions outside of Norway in the future could lead to a higher effective tax rate for the Group. From time to time, the New Aker Solutions Group’s local tax filings have been, and will continue to be, audited by local tax authorities. As with all businesses, it is possible that governmental authorities will question the New Aker Solutions Group’s tax policies and seek to impose additional or increased taxes on the Group, and the final determination of tax audits and any related litigation could be materially different from the Group’s historical direct and indirect tax provisions and accruals. Further, local tax rules and interpretations of tax rules in different jurisdictions regularly change from time to time, and any changes may be implemented with retroactive effect. A change in tax rules or interpretation of tax rules in one or more jurisdictions in which the New Aker Solutions Group operates could also increase the Group’s overall effective tax rate or otherwise have a material adverse effect on the results of operations of the Group. Should any of the risks described above materialise as a result of changes in Norwegian or foreign direct or indirect tax laws, tax practices or compliance requirements, the practical interpretation and administration thereof, including in respect to market practices, or otherwise, it could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. 2.3 Risks Relating to the Separation from Akastor Because the New Aker Solutions Group does not have an operating, reporting or disclosure history as a stand- alone business it may be difficult to assess its historical performance and outlook for future results of operations, financial condition and cash flows. As discussed further in Section 9.4.1 “Operating and Financial Review—Presentation of Financial Information— General”, the Company was incorporated on 23 May 2014, and, consequently, it does not have an operating history as a separate entity. Financial information upon which prospective investors can evaluate the New Aker Solutions Group’s historical financial performance is available only from the Combined Carve-Out Financial Statements included in this Prospectus. The Combined Carve-Out Financial Statements reflect the historical financial performance of the New Aker Solutions Business prior to the Demerger. The historical financial performance of the New Aker Solutions Business was consolidated in the results of operations, assets and cash flows of the Existing Aker Solutions Group along with the Existing Aker Solutions Group’s other business segments. The Combined Carve-Out Financial Statements included in this Prospectus were derived from the Existing Aker Solutions Group’s consolidated financial statements and accounting records, and may not necessarily reflect what the New Aker Solutions Group’s

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results of operations, financial condition and cash flows would have been had the New Aker Solutions Group operated as a separate, stand-alone business for the periods presented. The historical costs and expenses reflected in the Combined Carve-Out Financial statements include an allocation of certain corporate and administrative functions historically provided to the New Aker Solutions Business by the Akastor Group, including legal, finance, human resources and other administrative functions. The share of costs historically allocated to the New Aker Solutions Business may not necessarily be indicative of costs it would historically have incurred, or future costs it expects to incur, as a stand-alone business. This is particularly the case in respect of certain corporate, administrative and shared services, including human resources services, accounting and finance services, treasury services, IT services, legal and other business related services and facilities services. Further, transactions to be carried out in connection with the Demerger will result in a different debt and equity structure for the New Aker Solutions Group. For further information about the Group’s capitalisation, see Section 7.1 “Capitalisation and Indebtedness—Equity Capitalisation”. Consequently, the Combined Carve-Out Financial Statements and the other historical financial information included in this Prospectus do not necessarily reflect the New Aker Solutions Group’s future results of operations, financial condition, cash flows, costs or expenses. Furthermore, the Existing Aker Solutions Group’s disclosure practices and procedures may not be indicative of the future information disclosure practices and procedures of the New Aker Solutions Group. The disclosure practices and policies of the New Aker Solutions Group will differ from those of the Existing Aker Solutions Group, inter alia, as a consequence of the Demerger since the New Aker Solutions Group will be a smaller operation with a narrower focus than the Existing Aker Solutions Group and the New Aker Solutions Business will be operated as a stand-alone business in a separate listed entity. Certain transactions prior to the Demerger will cause the New Aker Solutions Group to incur tax liabilities. In connection with the Demerger, a number of related transactions have been, or will be, effected in order to structure the Existing Aker Solutions Group’s ownership of the assets, rights and liabilities that comprise the New Aker Solutions Business to make possible a full separation of the subsidiaries, other entities, assets, rights and liabilities of the New Aker Solutions Business from the Akastor Group. The New Aker Solutions Group will incur tax liabilities as a result of certain of these transactions; however, Management believes that such transactions will neither individually nor in the aggregate lead to material cash tax payments or material tax costs for accounting purposes for the New Aker Solutions Group. After the Demerger, the total tax burden of the New Aker Solutions Group may be higher than the total tax burden the Group would have had as part of the Existing Aker Solutions Group absent the Demerger. As a consequence of the Demerger, the Akastor Group and the New Aker Solutions Group will no longer be able to consolidate or otherwise share or allocate tax positions, including, but not limited to, tax loss carried forward. As a result, the total tax burden of the New Aker Solutions Group could be higher than its tax burden as part of the Existing Aker Solutions Group absent the Demerger. The completion of the Demerger and the admission to trading of the Shares on the Oslo Stock Exchange are conditional upon satisfaction of certain conditions that remain outstanding as at the date of this Prospectus and are beyond the control of the New Aker Solutions Group. The completion of the Demerger and the admission to trading of the Shares on the Oslo Stock Exchange are conditional upon satisfaction of certain conditions that remain outstanding as at the date of this Prospectus, including the conditional approval of the listing of the Shares by the board of directors of the Oslo Stock Exchange, which is expected to be given on 24 September 2014. Certain of these conditions are beyond the control of New Aker Solutions. See Section 5.4 “The Demerger; Admission to Trading of the Shares—Conditions to the Completion of the Demerger”. As at the date of this Prospectus, the transfer of the relevant part of the Existing Aker Solutions Group’s Brazil operations to the Akastor Group remains outstanding due to the separation of IT infrastructure. The transfer of the relevant part of the Existing Aker Solutions Group’s Brazil operations to the Akastor Group will not be completed prior to the completion of the Demerger; therefore, Existing Aker Solutions and New Aker Solutions have agreed that Akastor will retain such number of shares in Aker Solutions de Brasil Ltda that corresponds to the relative value of the Akastor Business until the transfer of the relevant part of the Brazil operations is completed, and have agreed the terms of an agreement that will be entered into prior to the completion of the Demerger to (i) ensure that the relevant parts of the Brazil operations can be transferred to the Akastor Group within a reasonable period of time thereafter; (ii) secure the intended allocation of net values upon the implementation of the Demerger; and (iii) regulate the running of the Brazil operations during the period from the completion of the Demerger and until the transfer of the relevant operations to the Akastor Group has been completed. The other outstanding transactions are not expected by Management to delay the completion of the Demerger. If the completion of the Demerger is delayed because any of the closing conditions are not satisfied, it could have a material adverse effect on and delay execution of the business plan for the New Aker Solutions Group.

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The separation of the New Aker Solutions Business from the Akastor Group and the development of the New Aker Solutions Group as a stand-alone group of entities are associated with separation costs and a number of uncertainties, including uncertainties relating to implementation of the New Aker Solutions Group’s independent strategy, that could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. The New Aker Solutions Group’s ability to achieve the anticipated benefits of the Demerger will depend on its ability to organise its business and effectively implement its independent strategy in a timely manner. The implementation of the New Aker Solutions Group’s strategy involves certain risks and uncertainties, some of which are outside of the New Aker Solutions Group’s control, and there can be no assurance that the New Aker Solutions Group will be able to implement its strategy as currently expected or to realise any or all of the anticipated benefits of the Demerger. Risks and challenges for the New Aker Solutions Group relating to the Demerger and implementation of the New Aker Solutions Group’s independent strategy include, but are not limited to, the following:  the implementation of the new organisational model for the New Aker Solutions Group;

 the renegotiation and separation of shared procurement contracts for indirect materials and services;

 the separation of corporate, financial, control and administrative functions, including cash management, internal and other financing, hedging of market risks, insurance, financial control and reporting, information technology infrastructure, shared information technology systems, communications, compliance and other administrative functions;

 the separation of raw material and energy sourcing and shared logistics and transportation relating to service centres and customer deliveries;

 the retention of key senior management and/or key employees and the ability to hire new qualified personnel;

 the separation of integrated operational systems, document management systems and collaboration systems; and

 the use of key management personnel’s time and attention.

These challenges will also result in significant costs, including separation, overhead and logistical costs. The listing of the Shares on the Oslo Stock Exchange will also generate additional costs. New Aker Solutions will be required to meet regulatory requirements pertaining to entities with shares admitted to trading on the Oslo Stock Exchange, in particular with respect to financial reporting, and allocate staff and resources to such purposes. Management expects that the Demerger will have positive synergy effects and lead to cost savings, see further rationale for the Demerger in Section 5 “The Demerger; Admission to Trading of the Shares”. However, the New Aker Solutions Group may incur higher operational costs in certain areas after the Demerger than it would have had as part of the Existing Aker Solution Group due to loss of economies of scale and reduced access to certain resources. This could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. If the New Aker Solutions Group is not able to organise its business or implement its independent strategy and realise the anticipated benefits of the Demerger in the manner or within the timeframe currently anticipated, it could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. There can be no assurance that the separation agreements and arrangements and transitional services agreements entered into between the New Aker Solutions Group and the Akastor Group in connection with the Demerger will effectively address any or all potential issues that may arise during the transitional period, which, in turn, could have a material adverse effect on the business, results of operations and financial condition of the Group. Prior to the New Aker Solutions Group becoming a stand-alone group of entities, the New Aker Solutions Business has relied on entities within the Akastor Group to provide certain services, including IT services, advisory services, facility management, supply management, human resources solutions, and financial services. Pursuant to arrangements entered into, or to be entered into, in connection with the Demerger, entities within the Akastor Group will provide certain services to the New Aker Solutions Group that the New Aker Solutions Business has procured from entities within the Akastor Group prior to the Demerger. Various other areas, including, among others, intellectual property rights, trade names, guarantees, on-going projects, real estate and leases, employees, pensions, insurance, and certain transitional services, will be governed by the Demerger Plan and various separation agreements and arrangements entered into between the New Aker Solutions Group and the Akastor Group in connection with the Demerger. See Section 12 “Relationship with Akastor; Related Party Transactions” for further information. However, there can be no assurance that such agreements will effectively address any or all potential

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issues that may arise during the transitional period or any separation issues, that no disruptions to the business operations of the New Aker Solutions Group will occur or that the terms pursuant to which such services are provided under such agreements will be as economically beneficial to the New Aker Solutions Group as those in effect when it was operating as part of the Existing Aker Solutions Group. Accordingly, costs and expenses relating to these functions as disclosed in the Combined Carve-Out Financial Statements included in this Prospectus should not be taken as an indication of the level of costs and expenses expected to be incurred following the completion of the Demerger. After the Demerger, Frontica Business Solutions will provide various services to New Aker Solutions under agreements that both Frontica Business Solutions and New Aker Solutions will depend on. If Frontica Business Solutions in this new setting is unable to provide services at competitive terms, it could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. After the completion of the Demerger there will be several agreements and dependencies in place between the New Aker Solutions Group and the Akastor Group. For example, pursuant to the Frontica Agreement (as further described in Section 12.1 “Separation Arrangements Relating to the Demerger—Agreement with Frontica Business Solutions”), Frontica Business Solutions will provide various services to New Aker Solutions with the intention that the parties together will develop a cost efficient service system. The Frontica Agreement makes New Aker Solutions the most important customer of Frontica Business Solutions at the time of completion of the Demerger. Although New Aker Solutions is entitled to terminate the Frontica Agreement with 12 months’ notice, such termination right may in practice not be exercisable even if the cost efficiency goals are not met, among other things, because of the cost and risk of service interruption to New Aker Solutions of finding an alternative service provider. In addition, Frontica Business Solutions’ dependency on New Aker Solutions may, from a strategic and reputational perspective, make it more difficult for New Aker Solutions to effectively partly or fully terminate the agreement. The transfer of certain assets, rights, contracts, financing and business activities to the New Aker Solutions Group in connection with the Demerger requires consents or waivers from third parties or regulatory approvals, licenses or permits, or could trigger termination rights, and failure to obtain such necessary consents, waivers, regulatory approvals, licenses or permits, or the termination of such contracts, could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group. The transfer of certain assets, rights, contracts, financing and business activities to the New Aker Solutions Group in connection with the Demerger requires consents or waivers from third parties, including consents and waivers related to the delayed separation of the Existing Aker Solutions Group’s Brazil operations (as described in Section 5.4 “The Demerger; Admission to Trading of the Shares—Conditions to the Completion of the Demerger”). In addition, certain such transfers may require regulatory approvals, licenses or permits, or may trigger termination rights. Where applicable, the Existing Aker Solutions Group has sought, and the Akastor Group and the New Aker Solutions Group will continue to seek, to obtain such relevant consents, waivers, regulatory approvals, licenses or permits, or otherwise enable the New Aker Solutions Group to have the same rights and benefits to or economic interests in those assets, rights, contracts and business activities as if they were transferred. Failure, for any reason, to obtain the necessary consents, waivers, regulatory approvals, licenses or permits, or the termination of such contracts, could, inter alia, result in the loss of contractual rights and benefits, the suspension or termination of agreements or exercise of other rights against the New Aker Solutions Group, requirement for additional guarantees or, in the case of regulatory approvals, licenses and permits, the inability of the New Aker Solutions Group to carry out operations as contemplated, any of which could have a material adverse effect on the business, results of operations and financial condition of the Group.

Norwegian law subjects New Aker Solutions and Akastor to secondary joint liability for obligations arising prior to the completion of the Demerger. Through the Demerger, the obligations of the Existing Aker Solutions Group will be divided between the New Aker Solutions Group and the Akastor Group in accordance with the principles set forth in the Demerger Plan. If either New Aker Solutions or Akastor is liable under the Demerger Plan for an obligation that arose prior to the completion of the Demerger and fails to satisfy such obligation, the non-defaulting party will, pursuant to the Norwegian Public Limited Liability Companies Act, be subject to secondary joint liability for that obligation. This statutory liability is unlimited in time, but is limited in amount to the equivalent of the net value allocated to the non-defaulting party in the Demerger. Secondary joint liability will not apply in respect of obligations incurred after the completion of the Demerger.

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The New Aker Solutions Group as a stand-alone group following the Demerger will be exposed to a more limited number of markets than the Existing Aker Solutions Group and any market declines affecting the New Aker Solutions Business could have a more significant adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group than the same change would have had on the Existing Aker Solutions Group. Prior to the Demerger, the New Aker Solutions Group’s financial condition and results of operations are affected by diversification resulting from operating various business segments in different customer industries. Following the Demerger, the level of diversification will be reduced and the business, results of operations and financial condition of the New Aker Solutions Group as a stand-alone group may, therefore, be more adversely affected by changes in the Group’s markets than it was as part of the Existing Aker Solutions Group. The past performance and cycles of the New Aker Solutions Business should not be considered as an indication of future performance the New Aker Solutions Group’s business as a stand-alone group. Certain aspects of the Demerger could cause holders of shares in Existing Aker Solutions to incur tax liabilities. The Demerger will involve distribution of consideration Shares to the shareholders of Existing Aker Solutions. Holders of shares in Existing Aker Solutions in jurisdictions other than Norway may be subject to tax as a result of this distribution. Shareholders resident in jurisdictions other than Norway should consult with local tax advisers regarding the tax consequences of the Demerger in their country of residence. There can be no assurance that Shares received in connection with the Demerger will qualify as a tax-free deferred distribution for U.S. federal income tax purposes. The treatment of the Demerger for U.S. federal income tax purposes is not certain. The Demerger may be treated as a tax-deferred distribution of the Shares under Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”), in which case, no gain or loss would be recognised by shareholders upon the receipt of the Shares. However, there can be no assurance that the Internal Revenue Service (the “IRS”) will not challenge this characterisation of the Demerger or that, if challenged, a U.S. court would not agree with the IRS. If the Demerger does not qualify as a tax-deferred distribution of the Shares under Section 355 of the Code, then for U.S. federal income tax purposes, each shareholder who receives Shares pursuant to the Demerger generally would be treated as receiving a taxable distribution in an amount equal to the fair market value of Shares received. See Section 16.2.2 “Taxation—Certain United States Federal Income Tax Considerations—U.S. Federal Income Tax Characterisation of the Demerger”. 2.4 Risks Relating to the Shares The price of the Shares could fluctuate significantly. There is currently no public market for the Shares. New Aker Solutions has applied for admission to trading of the Shares on the Oslo Stock Exchange concurrent with the completion of the Demerger, and such application is expected to be conditionally approved by the board of directors of the Oslo Stock Exchange on 24 September 2014. There can, however, be no assurance as to whether the Oslo Stock Exchange will approve the application or as to the trading price of the Shares following such listing. Following the distribution of the Shares in connection with the Demerger and if and until an orderly trading market for the Shares develops, the price of the Shares could fluctuate significantly. There can be no assurance that an orderly trading market for the Shares will develop. The market value of the Shares could be substantially affected by the extent to which a secondary market develops for the Shares following the completion of the Demerger and the distribution of the Shares. Following the Demerger, the Shares will represent an investment in a smaller company with a narrower business scope relative to that of Existing Aker Solutions. The changes resulting from the Demerger may be such that an investment in New Aker Solutions will no longer match the investment objectives of some holders of shares in Existing Aker Solutions, and, accordingly, some holders of Shares may be motivated to sell their Shares. The market price of the Shares could decline as a result of sales of a large number of Shares in the market after the distribution of the Shares or the perception that such sales could occur. Such sales, or the possibility that such sales could occur, could also make it more difficult for the Company to sell equity securities in the future at a time and price that it deems appropriate. The trading price of the Shares could fluctuate significantly in response to a number of factors beyond the Company’s control, including quarterly variations in the Group’s results of operations, adverse business developments, changes in financial estimates and investment recommendations or ratings by securities analysts, announcements by competitors of new product and service offerings, significant contracts, acquisitions or strategic relationships, publicity about the New Aker Solutions Group, its products and services or its competitors, lawsuits against the New Aker Solutions Group, unforeseen liabilities, changes to the regulatory environment in which the Group operates or general market conditions.

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In recent years, global stock markets have experienced significant price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies, including companies in the same industry as the New Aker Solutions Group, and especially newly listed companies. Fluctuations in the price of shares may occur without regard to the operating performance of these companies; therefore, the price of the Shares could fluctuate based upon factors unrelated to the Company or the New Aker Solutions Group, and such fluctuations could have a material adverse effect on the market price of the Shares. Future issuances of Shares or other securities in the Company could dilute the holdings of shareholders and could materially affect the price of the Shares. In the future, the Company may decide to offer additional Shares or other securities in order to finance new capital- intensive projects, in connection with unanticipated liabilities or expenses, or for any other purposes. Any such additional offering could reduce the proportionate ownership and voting interests of holders of the Shares as well as the earnings per Share and the net asset value per Share, and any offering by the Company could have a material adverse effect on the market price of the Shares. Investors may not be able to exercise their voting rights for Shares registered in a nominee account. Beneficial owners of Shares that are registered in a nominee account (such as through brokers, dealers or other third parties) may not be able to vote such Shares unless their ownership is re-registered in their names with the VPS prior to the Company’s general meeting of shareholders. The Company cannot guarantee that beneficial owners of Shares will receive the notice of a general meeting of shareholders of the Company in time to instruct their nominees to either effect a re- registration of their Shares or otherwise vote for their Shares in the manner desired by such beneficial owners. Investors in the United States may not be able to enforce any judgment obtained in the United States against the Company or its directors or executive officers in Norway. The Company is incorporated under the laws of Norway, and all of its current directors and the majority of its executive officers reside outside the United States. Furthermore, a significant portion of the Group’s assets, all of the assets of the Company’s directors, and the majority of the assets of the Company’s executive officers are located outside the United States. As a result, investors in the United States may be unable to effect service of process on the Company or its directors and executive officers or enforce judgments obtained in the United States courts against the Company or such persons in the United States, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. The United States and Norway do not currently have a treaty providing for reciprocal recognition and enforcement of judgments (other than arbitral awards) in civil and commercial matters. The transfer of the Shares may be subject to restrictions on transferability and resale in certain jurisdictions. The Shares may be subject to restrictions on transferability and resale and may not be transferred or resold, except as permitted under applicable securities laws and regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. For a discussion of certain restrictions on transfer of the Shares, see Section 17 “Transfer Restrictions”. In addition, there can be no assurance that shareholders residing or domiciled in the United States or other jurisdictions will be able to participate in future capital increases or rights offerings. Shareholders outside of Norway are subject to exchange rate risk. The Shares are priced in Norwegian kroner, and any future payments of dividends on the Shares will be denominated in Norwegian kroner. Accordingly, any investor outside Norway is subject to adverse movements in the Norwegian krone against their local currency as such adverse movements could have a material adverse effect on the foreign currency equivalent of any dividends paid on the Shares or price received in connection with any sale of Shares. Upon the completion of the Demerger, the Company will have a major shareholder with significant voting power and the ability to influence matters requiring shareholder approval. The largest shareholder of Existing Aker Solutions prior to the completion of the Demerger is Aker Kværner Holding AS, which owns 40.27 per cent of the shares in Existing Aker Solutions as at the date of this Prospectus, and is 70 per cent directly owned by Aker ASA. Aker ASA is controlled (66.66 per cent) by Kjell Inge Røkke and members of his family through TRG Holding AS and The Resource Group TRG AS. The remaining 30 per cent of the shares in Aker Kværner Holding AS are, as at the date of this Prospectus, directly owned by the Norwegian Government. Immediately upon the completion of the Demerger, Aker Kværner Holding AS is expected to maintain its ownership in Akastor and to own 40.56 per cent of the Shares of New Aker Solutions based on its current shareholding in Existing Aker Solutions and the reduction in the number of outstanding Shares after the completion of the Demerger (as compared to the number of shares in Existing Aker Solutions as no Shares will be issued for Existing Aker Solutions’ treasury shares). Aker Kværner Holding AS will, therefore, have the ability to significantly influence the outcome of matters submitted for the vote of shareholders of New Aker Solutions, including the election of members of the Board

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of Directors. In addition, Aker ASA directly owns 6.33 per cent of the shares in Existing Aker Solutions as at the date of this Prospectus, and, therefore, is expected to own 6.37 per cent in New Aker Solutions after the completion of the Demerger. Aker ASA is party to a shareholders agreement (and addenda thereto) with the Norwegian Government giving the shareholders of Aker Kværner Holding AS certain rights to influence the voting of the Shares held by Aker Kværner Holding AS. The commercial goals of Aker Kværner Holding AS, and those of Aker ASA and the Norwegian Government, may not always be aligned, and may not always be aligned with the commercial goals of the other shareholders in New Aker Solutions or those of the Company’s management. As a result, New Aker Solutions may be prevented from making certain decisions or taking certain actions in the interest of its shareholders that could affect the value of the Shares, including, but not limited to, by way of:  blocking amendments to the New Articles of Association of New Aker Solutions or approval of mergers, sale of assets or other significant corporate actions;  delaying or defeating any takeover attempts that might otherwise benefit the public shareholders of New Aker Solutions; or  otherwise influencing the outcome of matters submitted for a shareholder vote in a manner that could conflict with the interests of the public shareholders of New Aker Solutions. As further described in Section 9.7.2 “Operating and Financial Review—Liquidity and Capital Resources—Borrowings”, the financing agreements entered into by New Aker Solutions also contain change of control clauses. As at the date of this Prospectus, Aker Kværner Holding AS is also the largest shareholder in Kværner ASA. For a description of transactions with companies were Aker Kværner Holding AS is the main shareholder, as well as transactions with companies directly or indirectly controlled by Kjell Inge Røkke and Aker ASA, see Section 0 “Relationship with Akastor; Related Party Transactions—Related Party Transactions”.

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3. RESPONSIBILITY STATEMENT The Board of Directors of Aker Solutions Holding ASA accepts responsibility for the information contained in this Prospectus. The members of the Board of Directors confirm that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of their knowledge, in accordance with the facts and contains no omissions likely to affect its import.

Fornebu, 15 September 2014

The Board of Directors of Aker Solutions Holding ASA

Svein Oskar Stoknes (Chairman) Marianne Mithassel Aamodt Axel Ranang Gustavsen

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4. GENERAL INFORMATION This Section provides general information on the presentation of financial and other information, as well as the use of forward-looking statements, in this Prospectus. Information on the number of Norwegian kroner for which one U.S. dollar, one Euro and one British Pound Sterling, respectively, could be exchanged have been included for the convenience of the reader.

4.1 Presentation of Financial and Certain Other Information Financial Information

The New Aker Solutions Group’s audited Combined Carve-Out Financial statements as at and for the years ended 31 December 2013, 2012 and 2011 (the Full-Year Combined Carve-Out Financial Statements) have been prepared in accordance with IFRS as adopted by the EU. The unaudited condensed Combined Carve-Out Financial statements as at 30 June 2013 and for the three and six months ended 30 June 2014 and 30 June 2013 (the Interim Combined Carve- Out Financial Statements) have been prepared in accordance with IAS 34 “Interim Financial Reporting”. The Full-Year Combined Carve-Out Financial Statements have been audited by KPMG AS and the Interim Combined Carve-Out Financial Statements have been reviewed by KPMG AS whose reports thereon are included in Appendix A “Financial Statements”.

See Section 9.4 “Operating and Financial Review—Presentation of Financial Information”, note 2 of the Full-Year Combined Carve-Out Financial Statements and note 2 of the Interim Combined Carve-Out Financial Statements for further details regarding the basis of preparation of the Combined Carve-Out Financial Statements.

The Company prepares its financial statements in Norwegian kroner. For certain information regarding the rate of exchange between (i) Norwegian kroner and Euro, (ii) Norwegian kroner and U.S. dollars and (iii) Norwegian kroner and British Pounds Sterling, see Section 4.3 “General Information—Exchange Rate Information”.

Non-IFRS Financial Measures

This Prospectus includes non-IFRS financial measures and ratios, including net current operating assets (“NCOA”), return on average capital employed (“ROACE”), historical order backlog and various ratios and percentages that are not recognised measures under IFRS. For definitions of these measures and certain reconciliations to recognised IFRS measures, see Section 9.5 “Operating and Financial Review—Performance Measures”.

The non-IFRS financial measures presented herein are not measures of financial performance or liquidity under IFRS, but are measures used by the Group’s management to monitor the underlying performance of the Group’s business and operations. None of these measures have been audited or reviewed, and they may not be indicative of the Group’s historical results of operations or financial condition, nor are such measures meant to be predictive of the Group’s future results of operations or financial condition. The Company has presented these non-IFRS measures in this Prospectus because it considers them to be an important supplemental measure of the Group’s performance and the Company believes that they and similar measures are widely used in the industry in which the Group operates as a means of evaluating a company’s operating performance, financial condition and liquidity. However, not all companies calculate non-IFRS financial measures in the same manner or on a consistent basis. As a result, these measures and ratios may not be comparable to measures used by other companies under the same or similar names. Accordingly, undue reliance should not be placed on the non-IFRS financial measures contained in this Prospectus and they should not be considered as a substitute for Operating profit before depreciation, amortisation, impairment, interest, fiscal items and tax, cash flow or other financial measures computed in accordance with IFRS.

Sources of Industry and Market Data

To the extent not otherwise indicated, the information contained in this Prospectus on the market environment, market developments, growth rates, market trends, market shares, market positions, industry trends, competition in the markets in which the New Aker Solutions Group operates and similar information are estimates based on data compiled by professional organisations, consultants and analysts , including, but not limited to the Global 2014 E&P Spending Update, Barclays Equity Research dated 18 June 2014 (“Barclays Equity Research’s E&P Spending Survey”) and the Floating Production Systems Quarterly Report, Energy Maritime Associates, 2014 FPS Report Series, Volume 2 - second quarter, 2014 (the “EMA Report”); in addition to market data from external and publicly available sources, including, but not limited to, Facts 2014, Norwegian Petroleum Directorate, May 2014 (Downloaded on 12 August 2014 from http://www.regjeringen.no/upload/OED/pdf%20filer/Faktaheftet/Fakta2014OG/Facts_2014_nett.pdf).

While the Company has compiled, extracted and reproduced such market and other industry data from external sources, the Company has not independently verified the correctness of such data. Therefore, the Company takes no responsibility for the correctness of such data. The Company cautions prospective investors not to place undue reliance on the above mentioned data.

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The Company confirms that where information has been sourced from a third party, such information has been accurately reproduced and that as far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading. Where information sourced from third parties has been presented, the source of such information has been identified.

In addition, although the Company believes its internal estimates to be reasonable, such estimates have not been verified by any independent sources, and the Company cannot assure prospective investors as to their accuracy or that a third party using different methods to assemble, analyse or compute market data would obtain the same results. The Company does not intend to or assume any obligations to update industry or market data set forth in this Prospectus. Finally, behaviour, preferences and trends in the marketplace tend to change. As a result, prospective investors should be aware that data in this Prospectus and estimates based on such data may not be reliable indicators of future results.

Information regarding New Aker Solutions and the New Aker Solutions Group

Since the New Aker Solutions Group will not operate as a separate group of entities until the completion of the Demerger, the information in this Prospectus regarding, among other things, the business of New Aker Solutions and the New Aker Solutions Group is based on the Demerger Plan and the information available as at the date of this Prospectus regarding the New Aker Solutions Business, including the businesses, assets and liabilities to be transferred to the New Aker Solutions Group in connection with the Demerger. The information in this Prospectus reflects a number of assumptions and expectations regarding the New Aker Solutions Group’s operations based on, among other things, the Demerger being completed in the manner and timeframe contemplated in this Prospectus and the operations of the New Aker Solutions Group being organised as contemplated as at the date of this Prospectus. In this Prospectus, a number of internal systems, policies, guidelines and similar documents are expressed to be approved or implemented by New Aker Solutions. These systems, policies, guidelines and similar documents are continuations of those approved and implemented by Existing Aker Solutions, and are intended to be implemented by New Aker Solutions as at the Demerger through the necessary internal decisions and instructions. However, there can be no assurance that the Demerger will be completed in the manner and timeframe contemplated in this Prospectus, or at all, or that the operations, systems, policies, guidelines or similar documents of the New Aker Solutions Group will be organised as anticipated as at the date of the Prospectus, any of which could cause the statements herein not to materialise.

Certain Other Information

In this Prospectus, all references to “NOK” or “Norwegian kroner” are to the lawful currency of Norway, all references to “Euro” or “EUR” are to the lawful currency of the participating member states in the European Union, all references to “U.S. dollar” or “USD” are to the lawful currency of the United States of America and all references to “GBP” or “British Pounds Sterling” are to the lawful currency of the UK. No representation is made that the Norwegian krone, Euro, British Pound Sterling or U.S. dollar amounts referred to herein could have been or could be converted into Norwegian kroner, Euro, British Pound Sterling or U.S. dollars, as the case may be, at the rates referred to in Section 4.3 “General Information—Exchange Rate Information”, at any particular rate, or at all.

In this Prospectus, all references to “U.S.”, “USA” or “United States” are to the United States of America, all references to “UK” are to the United Kingdom, all references to “EU” are to the European Union and its member states as at the date of this Prospectus, and all references to “EEA” are to the European Economic Area and its member states as at the date of this Prospectus.

Certain figures included in this Prospectus have been subject to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly.

4.2 Cautionary Note Regarding Forward-Looking Statements This Prospectus includes forward-looking statements that reflect the Company’s current views with respect to future events and financial and operational performance, including, but not limited to, statements relating to the risks specific to the Group’s business and the implementation of strategic initiatives as well as other statements relating to the Group’s future business development and economic performance. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “assumes”, “projects”, “forecasts”, “estimates”, “expects”, “anticipates”, “believes”, “plans”, “intends”, “may”, “might”, “will”, “would”, “can”, “could”, “should” or, in each case, their negative, or other variations or comparable terminology. These forward- looking statements are not historic facts. They appear in Sections 2 “Risk Factors”, 5 “The Demerger; Admission to Trading of the Shares”, 6 “Dividends and Dividend Policy”, 9 “Operating and Financial Review”, 10 “Industry and Market Overview”, 11 “Business Overview” and 12 “Relationship with Akastor; Related Party Transactions”, and include statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, goals, objectives, financial condition and results of operations, liquidity, outlook and prospects, growth,

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strategies, impact of regulatory initiatives, capital resources and capital expenditure and dividend targets, and the industry trends and developments in the markets in which the Group operates.

Prospective investors in the Shares are cautioned that forward-looking statements are not guarantees of future performance and that the Group’s actual financial condition, results of operations and liquidity, and the development of the industry in which the Group operates may differ materially from those contained in or suggested by the forward-looking statements contained in this Prospectus. The Company cannot guarantee that the intentions, beliefs or current expectations upon which its forward-looking statements are based will occur.

By their nature, forward-looking statements involve and are subject to known and unknown risks, uncertainties and assumptions as they relate to events and depend on circumstances that may or may not occur in the future. Because of these known and unknown risks, uncertainties and assumptions, the outcome may differ materially from those set out in the forward-looking statements. Should one or more of these risks and uncertainties materialise, or should any underlying assumption prove to be incorrect, the Group’s business, financial condition, cash flows and results of operations could differ materially from those described herein as anticipated, believed, estimated or expected.

The information contained in this Prospectus, including the information set out under Section 2 “Risk Factors”, identifies additional factors that could affect the Group’s business, financial condition, results of operations, liquidity and performance. Prospective investors in the Shares are urged to read all sections of this Prospectus and, in particular, Section 2 “Risk Factors” for a more complete discussion of the factors that could affect the Group’s future performance and the industry in which the Group operates when considering an investment in the Company.

Except as required according to Section 7-15 of the Norwegian Securities Trading Act, the Company undertakes no obligation to publicly update or publicly revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to the Company or to persons acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this Prospectus.

4.3 Exchange Rate Information NOK-USD exchange rates

The following table sets forth, for the fiscal years indicated, information concerning the number of NOK for which one U.S. dollar could be exchanged based on the daily exchange rate announced by the Central Bank of Norway (www.norges-bank.no):

(1) Year Ended 31 December Period End Average High Low 2011 ...... 5.9927 5.6074 6.0315 5.2369 2012 ...... 5.5664 5.8210 6.1471 5.5349 2013 ...... 6.0837 5.8768 6.2154 5.4438 2014 (through August) ...... 6.1172 6.0830 6.3024 5.8611 ______(1) Represents the average at noon buying rate on the last day of each month during the period.

NOK-EUR exchange rates

The following table sets forth, for the fiscal years indicated, information concerning the number of NOK for which one EUR could be exchanged based on the daily exchange rate announced by the Central Bank of Norway (www.norges-bank.no):

(1) Year Ended 31 December Period End Average High Low 2011 ...... 7.7540 7.7926 7.9450 7.5315 2012 ...... 7.3410 7.4744 7.7540 7.2700 2013 ...... 8.3825 7.8087 8.4900 7.2915 2014 (through August) ...... 8.1465 8.2909 8.5200 8.0890 ______(1) Represents the average at noon buying rate on the last day of each month during the period.

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NOK-GBP exchange rates

The following table sets forth, for the fiscal years indicated, information concerning the number of NOK for which one GBP could be exchanged based on the daily exchange rate announced by the Central Bank of Norway (www.norges-bank.no):

(1) Year Ended 31 December Period End Average High Low 2011 ...... 9.2829 8.9841 9.3770 8.5905 2012 ...... 8.9958 9.2199 9.5498 8.8168 2013 ...... 10.053 9.1968 10.109 8.4810 2014 (through August) ...... 10.243 10.182 10.648 9.8830 ______(1) Represents the average at noon buying rate on the last day of each month during the period.

The above tables are for the convenience of the reader only. The Company did not use the rates shown in these tables in the preparation of the Combined Carve-Out Financial Statements.

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5. THE DEMERGER; ADMISSION TO TRADING OF THE SHARES This Section provides information on the background and reasons for, and certain technical aspects of, the Demerger and the listing of the Shares on the Oslo Stock Exchange. For further information on the separation arrangements entered into with the Akastor Group in connection with the Demerger, see Section 12 “Relationship with Akastor; Related Party Transactions”.

This section contains forward-looking statements based on current expectations and assumptions about the New Aker Solutions Group’s future business. The actual results of the New Aker Solutions Group may differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in the Prospectus, particularly in Section 2 “Risk Factors” and Section 4.2 “General Information—Cautionary Note Regarding Forward-Looking Statements”.

5.1 Background and Reasons for the Demerger and the Listing Following an extensive strategy process initiated in 2010, Existing Aker Solutions’ board of directors has made continuous efforts to realise synergies, position the Existing Aker Solutions Group for growth (including in new markets), maintain and strengthen customer relationships, achieve operational excellence and develop the business. As part of the process to improve operations, steps have been taken in recent years to sharpen the focus on core businesses and obtain synergies by, among other things, divesting businesses where the growth and synergies potential within the Existing Aker Solutions Group were deemed limited, including:

 The divestment of a significant part of the Process & Construction (P&C) business area in February 2011.

 The sale of a substantial part of the Aker Marine Contractors AS business to the Singapore listed company Ezra Holdings Ltd. in March 2011 in exchange for equity instruments in Ezra Holdings Ltd. and cash. After this transaction the Existing Aker Solutions Group was no longer operationally involved in the subsea umbilicals riser flow-lines (SURF) installation business. This transaction included the sale of 50 per cent of the Existing Aker Solutions Group’s ownership in the AMC Connector installation vessel, and long-term charters for the deepwater construction and installation vessels Boa Deep C and Boa Sub C. With the sale of the Existing Aker Solutions Group’s remaining share in the AMC Connector installation vessel to Ocean Yield in 2012, the Existing Aker Solutions Group’s work in the marine contracting business ended.

 Through the demerger and listing of Kværner as a separate entity on the Oslo Stock Exchange in July 2011, the contracting and construction part of the Existing Aker Solutions Group’s field development business was transferred to Kværner, further sharpening the focus of the Engineering business of Existing Aker Solutions.

 Existing Aker Solutions divested its Well Intervention Services (WIS) and Mooring and Loading Systems (MLS) businesses in January 2014 to further streamline the Existing Aker Solutions Group’s business.

During the same period (2010 to 2014), the Existing Aker Solutions Group also acquired businesses with technologies, capacity and market positions to support its core businesses.

As a further step in the Existing Aker Solutions Group’s portfolio strategy and in order to speed up the process of streamlining the main business areas with the aim of realising their full industrial and return potential, the board of directors on 11 July 2014 proposed and the extraordinary general meeting of Existing Aker Solutions on 12 August 2014 resolved to split the Existing Aker Solutions Group by way of the Demerger into two new groups, the Akastor Group and the New Aker Solutions Group. Management expects that the Demerger will have operational and industrial benefits for both the Akastor Group and the New Aker Solutions Group as it will give both businesses more management attention and reduce internal competition for resources and capital.

Before deciding on the allocation of businesses between the two new groups, extensive internal discussions and analyses were carried out based on lessons learned within the Existing Aker Solutions Group in recent years. The aim has been to optimise the foundation for further growth and development of each of the two new groups.

The following factors have been decisive in deciding the allocation of businesses in the Demerger:

 Customers: the customers of the New Aker Solutions Business are predominantly oil exploration and production companies while the Akastor Business is to a large extent directed towards offshore yards and other oil service companies.

 Market drivers: the New Aker Solutions Business has traditionally been and is expected to continue to be based on stable, long-term growth in field developments, while the Akastor Business is more cyclical, with newbuild rig orders being an important part of the revenue contribution of the Drilling Technologies business (renamed MHWirth).

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 Technology: the New Aker Solutions Group’s business areas will be centred around subsea technology and field design. The business areas Subsea (SUB), Umbilicals (UMB), Engineering (ENG) and Maintenance, Modifications and Operations (MMO) are interlinked through the Subsea Factory operations, while the Akastor Group will mainly deliver topside and onshore technology.

 Capital intensity: Management expects that the New Aker Solutions Group will have a streamlined and developed character, which Management expects will place it on the low to medium part of the capital-intensity scale, while the inherent investment and development requirements in some of the Akastor Group businesses make the overall Akastor Group more capital intensive.

 Investment needs: it is expected that there will be limited need for new, large investments in the New Aker Solutions Business as its business is generally quite developed and focused on organic growth. In contrast, the Akastor Group will need capital investments as most of its businesses are in the early development phase.

In summary, the split of the Existing Aker Solutions Group is expected by Management to lead to reduced costs and complexity and to better position the businesses of the Existing Aker Solutions Group to meet the needs of its customers in an increasingly competitive global energy industry.

Placing the business areas SUB, UMB, ENG and MMO together in the New Aker Solutions Group is expected by Management to create a more strategically aligned company under the Aker Solutions name. The New Aker Solutions Group is expected by Management to have a narrower focus and deeper synergies than the Existing Aker Solutions Group. This is expected by Management to strengthen the New Aker Solutions Group’s positions in subsea technology and state-of-the-art offshore field design. The New Aker Solutions Group’s positions are as further outlined in Sections 10 “Industry and Market Overview” and 11 “Business Overview”.

The other business areas of the Existing Aker Solutions Group, including MHWirth (previously named Drilling Technologies), AKOFS Offshore (previously named Aker Oilfield Services), KOP Surface Products (previously named Surface products, a business unit that used to be an integrated part of the SUB business area in the Existing Aker Solutions Group) and Fjords Processing (previously named Process Systems), will be developed independently as part of the new Akastor Group specialising in oil services investment. The business areas to be placed in the Akastor Group have significant operational, technological and commercial differences, so they are expected to have greater operational and strategic freedom to develop individually within the Akastor Group through organic growth and transactions.

The split of the Existing Aker Solutions Group will take place as a spinoff, by way of a statutory demerger, of the businesses that will form the New Aker Solutions Group. The Shares and the shares in Akastor will be listed on the Oslo Stock Exchange.

5.2 Allocation of Assets, Rights and Liabilities in the Demerger In the Demerger, the assets, rights and liabilities primarily relating to the New Aker Solutions Business will be transferred to New Aker Solutions. The New Aker Solutions Business is further discussed in Section 11 “Business Overview”.

The New Aker Solutions Business primarily includes the Existing Aker Solutions Group’s:

 activities within its former Product Solutions reporting segment, including its Subsea (SUB) and Umbilicals (UMB) business areas;

 activities within its former Engineering Solutions reporting segment; and

 business area Maintenance, Modifications and Operations (MMO) forming part of its former Field-Life Solutions reporting segment.

The business areas MHWirth (previously named Drilling Technologies or DRT), Fjords Processing (previously named Process Systems or PRS) and KOP Surface Products (previously named Surface, a business area that used to be an integrated part of the SUB business area in the Existing Aker Solutions Group) will be part of the Akastor Group. The Akastor Group will also include the Oilfield Services and Marine Assets or OMA business area within Field-Life Solutions. In addition, First Geo AS (previously named Aker Geo AS), which used to be a part of the Engineering Solutions reporting segment within the Existing Aker Solutions Group, will also be part of the Akastor Group.

However, for the purposes of the Combined Carve-Out Financial Statements, no matching has been done between the business areas within the Existing Aker Solutions Group and the New Aker Solutions Group. Consequently, even if the activities performed by the business areas within the New Aker Solutions Group are similar to those performed by the business areas within the Existing Aker Solutions Group, the operating results of the business areas may be different within the two groups.

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The reporting structure of the Existing Aker Solutions Group can be summarised as follows:

The reporting structure of the New Aker Solutions Group is further described in Section 11.1 “Business Overview — Introduction”, and can be summarised as follows:

The business of the New Aker Solutions Group will, as illustrated above, consist of the new reporting segments Subsea (consisting of the business areas SUB and UMB) and Field Design (consisting of the business areas ENG and MMO). In connection with the Demerger, a number of intra-group transactions have been or will be effected in order to structure Existing Aker Solutions’ ownership of the New Aker Solutions Business under a separate sub-group within the Existing Aker Solutions Group. As a result of such transactions, Aker Solutions Holding AS ― a wholly owned subsidiary of Existing Aker Solutions as at the date of this Prospectus ― will be the holding company within the Existing Aker Solutions Group owning the New Aker Solutions Business prior to the completion of the Demerger.

Upon the completion of the Demerger, the New Aker Solutions Business organised under Aker Solutions Holding AS will be transferred to New Aker Solutions. Accordingly, the principal asset to be allocated to New Aker Solutions in the Demerger is the shareholding in Aker Solutions Holding AS. In addition, and as further described in Clause 3.1 of the Demerger Plan, New Aker Solutions will in the Demerger acquire, inter alia, all receivables outstanding from and debts owed to the subsidiaries that will form part of the New Aker Solutions Group upon the completion of the Demerger, all foreign exchange positions against subsidiaries that will form part of the New Aker Solutions Group, as well as the economic interest in external foreign exchange positions directly relating to subsidiaries that will form part of the New Aker Solutions Group, and will assume the external bond debt of NOK 2.5 billion, certain liabilities under parent company guarantees and other guarantees issued in favour of the New Aker Solutions Business as well as any other off-balance sheet obligations primarily relating to the New Aker Solutions Business, whether known, unknown, conditional or unconditional.

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A receivable in the amount of NOK 3 billion owed by New Aker Solutions to Akastor will be established upon the completion of the Demerger in order to capitalise New Aker Solutions and Akastor in line with targets set by the management of Existing Aker Solutions. Such receivable will fall due for payment immediately after the completion of the Demerger. The effect of the Demerger, and the related transactions to be completed prior to the completion of the Demerger, is illustrated below in simplified form:

Prior to the Demerger After the Demerger

Existing Aker Existing Aker Solutions Solutions shareholders shareholders 100% (4) 100% 100%

Aker Solutions ASA (to be Akastor ASA (New) Aker (2) renamed Akastor ASA) Solutions ASA

100% 100% 100% Aker Solutions Aker Solutions Aker Solutions Holding AS(1) Holding AS(1) Holding ASA(2)

(3)

Akastor Business New Aker Solutions Business Akastor Business New Aker Solutions Business

______

(1) The principal asset to be allocated to New Aker Solutions in the Demerger is the shareholding in Aker Solutions Holding AS. Aker Solutions Holding AS was incorporated on 27 January 2014 by Existing Aker Solutions, solely for the purpose of the Demerger and to own the New Aker Solutions Business. (2) Aker Solutions Holding ASA was incorporated on 23 May 2014 by Existing Aker Solutions, solely for the purpose of the Demerger. Aker Solutions Holding ASA will have no subsidiaries or operational activity prior to the completion of the Demerger. Aker Solutions Holding ASA will be renamed Aker Solutions ASA on completion of the Demerger. (3) As a result of a number of intra-group transactions prior to the completion of the Demerger, Aker Solutions Holding AS will be the company within the Existing Aker Solutions Group owning the New Aker Solutions Business immediately prior to the completion of the Demerger. (4) Shareholders of Existing Aker Solutions as at the expiry of the Cut-Off Date, as such shareholders appear in the VPS as at expiry of the Record Date, will receive consideration Shares in Aker Solutions Holding ASA (to be renamed Aker Solutions ASA). No consideration Shares will be issued for Existing Aker Solutions’ treasury shares, and Existing Aker Solutions’ existing shares in Aker Solutions Holding ASA will be redeemed simultaneously with the issuance of the consideration Shares. See Section 5.3 “The Demerger; Admission to Trading of the Shares—Share Split Ratio; Issuance of Consideration Shares”. The intra-group transactions effected, or to be effected, to separate the New Aker Solutions Business from the business to be retained by Akastor have mainly been completed by transfer of shares in wholly and partly owned companies by entities within the Akastor Group to Aker Solutions Holding AS or subsidiaries of Aker Solutions Holding AS. The main part of such share transfers has been completed by a demerger of Aker Solutions AS where Aker Solutions Holding AS was the transferee company.

As part of the Demerger preparation, a demerger of each of Aker Subsea AS, Aker Solutions MMO AS and Aker Egersund AS has also been completed in order to separate the New Aker Solutions Business and the Akastor Business carried out in these entities.

Certain asset transactions have also been completed in order to separate certain assets, rights, obligations and liabilities related to the Akastor Group from companies that will be part of the New Aker Solutions Group, mainly in Brazil, Malaysia, Nigeria and the United States. In addition, certain asset transactions have been completed in order to separate certain assets, rights, obligations and liabilities related to the New Aker Solutions Business from the Akastor Business, the main transaction being in Canada.

As consideration for the shares and assets transferred by way of demergers, the shareholders of the transferor companies have received increased par value of existing shares or new shares in the respective transferee companies. The consideration for the other transactions has mainly been cash payments or receivables.

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In addition, a number of other arrangements, including agreements for provision of transitional services and other more permanent services following the completion of the Demerger and certain other cooperation agreements, have been or will be entered into to ensure, inter alia, that the New Aker Solutions Group acquires the benefit and value of, as well as the liabilities associated with, the New Aker Solutions Business and that the reliance of the New Aker Solutions Group on services provided to it by the Akastor Group and the reliance of the Akastor Group on services provided by the New Aker Solutions Group are reduced in a timely and orderly manner; see Section 12 “Relationship with Akastor; Related Party Transactions”.

All intra-group transactions carried out or to be carried out as preparation for the Demerger have been or will be concluded on an “as is” basis with no, or only very limited, recourse to the respective selling entities for unknown liabilities and legacy issues.

5.3 Share Split Ratio; Issuance of Consideration Shares For a demerger to be effected on a tax-free basis under Norwegian law, the share capital of the demerging company must be split between the transferor company and the transferee company. The split must be proportional to the relative net values allocated to each of the transferor and the transferee company.

In light of this requirement Existing Aker Solutions has, as further described in appendix 1.5 to the Demerger Plan, engaged Ernst & Young AS, Transaction Advisory Services (“EY”) to prepare a valuation report for the purpose of the Demerger.

As set out in the Demerger Plan, individual valuations have been made of:

 entities and business content to be carved out or demerged from various group subsidiaries prior to the demergers of Aker Solutions AS and Aker Solutions ASA (i.e., Existing Aker Solutions);

 entities that will trigger stamp duty or similar taxation due to the Demerger; and

 each business area of the Existing Aker Solutions Group.

EY has performed the valuation of the Existing Aker Solutions Group by calculating the total enterprise value of all business areas of the Existing Aker Solutions Group, deducting net liabilities and similar items and adding the value of non-operational assets. Thereafter, the enterprise value of each business area has been compared to the valuations of individual companies within the relevant business area. Further, EY has estimated the equity value of the Existing Aker Solutions Group, and compared such estimate to the market value of the total equity of Existing Aker Solutions.

The valuation report issued by EY indicated that the assets, rights and liabilities to be transferred to New Aker Solutions in the Demerger represented 64.8 per cent of the total equity value of Existing Aker Solutions and, accordingly, 35.2 per cent of the equity value related to Akastor. Existing Aker Solutions compared EY’s valuation indication to its internal valuations, and concluded that it was a reasonable valuation, made in accordance with customary valuation methodologies used in the financial community. On that basis, the Boards of Directors of Existing Aker Solutions and New Aker Solutions determined an allocation of Existing Aker Solutions’ share capital — after deduction of the aggregate par value of Existing Aker Solutions’ treasury shares (for which no consideration Shares will be issued) — in the Demerger such that 35.2 per cent of the share capital will be allocated to Akastor and 64.8 per cent to New Aker Solutions, resulting in a share split ratio of 35.2:64.8.

In the Demerger, New Aker Solutions will issue one Share for each outstanding share in Existing Aker Solutions (other than Existing Aker Solutions’ treasury shares) as Demerger consideration. The Shares will be distributed on a pro rata basis to shareholders of Existing Aker Solutions as at expiry of the date of registration of completion of the Demerger with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) (the Cut-Off Date), as such shareholders appear in the shareholders register of Existing Aker Solutions with the VPS as at the third trading day thereafter (the Record Date). Registration of the completion of the Demerger with the Norwegian Register of Business Enterprises is expected to take place on or about 26 September 2014, and on this basis the Cut-Off Date is expected to be on 26 September 2014 and the Record Date is expected to be on or about 1 October 2014; see Section 5.9 “The Demerger; Admission to Trading of the Shares—Timetable”.

The Demerger will result in the split of the share capital of Existing Aker Solutions through a reduction of the par value of each Existing Aker Solutions share simultaneously with the issuance of one new Share for each outstanding share in Existing Aker Solutions (other than Existing Aker Solutions’ treasury shares). Consistent with the above- described relative valuations of the assets, rights and liabilities allocated to each of the Akastor Business and the New Aker Solutions Business in the Demerger, the par value of each share in Existing Aker Solutions will be reduced by NOK 1.068 from NOK 1.66 to NOK 0.592 while the par value of each Share will be NOK 1.08. This will be accomplished in the following manner:

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 Existing Aker Solutions’ (to be renamed Akastor ASA) share capital will be reduced by NOK 292,632,000 (from NOK 454,840,000 to NOK 162,208,000), by means of a reduction of the par value of each share in Existing Aker Solutions from NOK 1.66 to NOK 0.592.

 Simultaneously with the reduction in Existing Aker Solutions’ share capital, New Aker Solutions’ share capital will be (i) reduced from NOK 1,000,000 to zero by redeeming all existing shares in New Aker Solutions and distributing the reduction amount to Akastor, and (ii) increased by NOK 293,807,940.12 (from zero to NOK 293,807,940.12) through the issuance to eligible Existing Aker Solutions shareholders of 272,044,389 Shares, each with a par value of NOK 1.08, in the ratio of one Share for each share in Existing Aker Solutions (except for treasury shares held by Existing Aker Solutions).

The Shares to be issued as consideration in the Demerger will correspond to 100 per cent of the issued Shares upon the completion of the Demerger. No Shares will — in accordance with the Norwegian Public Limited Liability Companies Act — be issued to Existing Aker Solutions in connection with the Demerger with respect to any treasury shares held by it. Existing Aker Solutions holds 1,955,611 treasury shares as at the date of this Prospectus.

5.4 Conditions to the Completion of the Demerger Under the terms of the Demerger Plan, the completion of the Demerger is subject to the satisfaction of the following conditions:

(a) The Demerger Plan having been approved by the general meetings of Existing Aker Solutions and New Aker Solutions (such approvals were given in the general meetings held on 12 August 2014).

(b) All intra-group transactions specified in Clause 2.3 of the Demerger Plan having been completed, unless the boards of directors of Existing Aker Solutions and New Aker Solutions conclude that the failure to complete such transactions will not have a material adverse effect on either of the companies after having taken into consideration any compensatory arrangements that may be agreed to in this respect. As at the date of this Prospectus, all material transactions have been completed. The remaining transactions are not expected by Management to delay the completion of the Demerger.

The transfer of the relevant part of the Existing Aker Solutions Group’s Brazil operations to the Akastor Group will not be completed prior to the completion of the Demerger due to the separation of IT infrastructure; therefore, Existing Aker Solutions and New Aker Solutions have agreed that the Demerger can be completed, provided that an agreement has been concluded prior to the completion of the Demerger to (i) ensure that the relevant parts of the Brazil operations can be transferred to the Akastor Group within a reasonable period of time thereafter; (ii) secure the intended allocation of net values; and (iii) regulate the conduct of the Brazil operations during the period from the completion of the Demerger and until the transfer of the relevant operations to the Akastor Group has been completed. The terms of such agreement have been agreed.

(c) Separation agreements having been concluded in order to, inter alia, regulate the relationship between the New Aker Solutions Group and the Akastor Group following the Demerger, to the extent deemed necessary by the Boards of Directors of Existing Aker Solutions and New Aker Solutions (Management expects that all such agreements will have been entered into prior to the expiry of the creditor notice period).

(d) All consents required for assignment of assets, rights and liabilities having been obtained and all rights of termination or amendment of agreements having been waived or the deadline for exercise of any such rights having expired without such rights having been exercised. However, this condition will not apply if, in the opinion of the boards of directors of Existing Aker Solutions and New Aker Solutions, neither the potential failure to obtain consents nor the potential termination or amendment of such agreements would individually or in the aggregate have a material adverse effect on the business of the New Aker Solutions Group or the Akastor Group.

(e) The Oslo Stock Exchange having notified New Aker Solutions that the Shares will be admitted to trading on the Oslo Stock Exchange upon the completion of the Demerger, see Section 5.8 “The Demerger; Admission to Trading of the Shares—Admission to Trading of the Shares; Trading Market; Trading Symbol; Shareholders Register” (expected to be completed on or about 24 September 2014).

(f) New Aker Solutions having access to such debt financing as, in the opinion of the Board of Directors of New Aker Solutions, is deemed necessary and appropriate (an acceptable financing agreement was entered into on 3 July 2014).

(g) Akastor having access to such debt financing as, in the opinion of the board of directors of Akastor, is deemed necessary and appropriate (an acceptable financing agreement was entered into on 3 July 2014).

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(h) The deadline for objections from Existing Aker Solutions’ creditors having expired and the relationship with any creditors that have raised objections having been settled, or the District Court (Nw. tingretten) having decided that the Demerger may nevertheless be completed (see Section 5.6 “The Demerger; Admission to Trading of the Shares—Relationship with Creditors”) (the notice period expires on 23 September 2014).

The Boards of Directors of Existing Aker Solutions and New Aker Solutions will pass resolutions upon the satisfaction of these conditions prior to the completion of the Demerger. New Aker Solutions expects that these conditions will be satisfied by 24 September 2014. New Aker Solutions will use the Oslo Stock Exchange information system to publish information in respect of the satisfaction of the above conditions, or delay in completion of the Demerger relative to the indicative dates set forth in Section 5.9 “The Demerger; Admission to Trading of the Shares—Timetable”; see Section 5.10 “The Demerger; Admission to Trading of the Shares—Publication of Information”.

5.5 Changes to the Demerger Plan Under the Demerger Plan, the Boards of Directors of Existing Aker Solutions and New Aker Solutions may implement non-material changes to the Demerger Plan without such changes being submitted to the general meetings of the companies.

After the signing of the Demerger Plan, it has become evident that the shares in Aker Geo AS (renamed First Geo AS) should be a part of the Akastor Group and not the New Aker Solutions Group as contemplated by the Demerger Plan. Therefore, prior to the completion of the Demerger, the shares in Aker Geo AS (renamed First Geo AS) will be transferred from Aker Solutions Holding AS to Aker Solutions AS pursuant to an agreement between these two companies. The transfer will not affect the share split ratio.

5.6 Relationship with Creditors On 12 August 2014, following the approval of the Demerger Plan at the general meetings of Existing Aker Solutions and New Aker Solutions, those resolutions were reported to the Norwegian Register of Business Enterprises, which published a notice to Existing Aker Solutions’ creditors on the same date. Existing Aker Solutions’ creditors have the right, within a six-week period following publication of that notice (meaning that the creditor notice period expires on 23 September 2014), to raise objections to the Demerger. If a creditor with an undisputed and due claim raises an objection, the Demerger cannot be completed until the claim has been settled. If a creditor with a disputed or undue claim raises an objection, the Demerger cannot be completed before adequate security has been posted in respect of such claim unless:

 the District Court determines that it is clear that there is no claim or that the Demerger will not weaken the creditor’s possibility of achieving satisfaction of the claim; or

 following a demand from Existing Aker Solutions, the District Court decides that the Demerger may nevertheless be completed.

If an obligation that arose prior to the completion of the Demerger is not satisfied by the party to which the obligation has been allocated under the Demerger Plan, be it Akastor or New Aker Solutions, then the other party will have secondary joint liability for such obligation. This statutory liability is unlimited in time, but is limited in amount to the net value allocated to the non-defaulting party in the Demerger. Secondary joint liability does not apply in respect of obligations incurred after the completion of the Demerger.

5.7 Completion of the Demerger If the conditions to the completion of the Demerger are satisfied, New Aker Solutions will notify the Norwegian Registry of Business Enterprises that the Demerger is to be completed. Such notice is expected to be given on or about 26 September 2014. Upon registration of the notice with the Norwegian Registry of Business Enterprises, the following will occur by operation of Norwegian law:

 the reduction of Existing Aker Solutions’ share capital will be effected;

 the reduction to zero and simultaneous increase of New Aker Solutions’ share capital will be effected;

 the assets, rights and liabilities will be transferred to New Aker Solutions in accordance with the Demerger Plan; and

 all other rights and liabilities provided for in the Demerger Plan will take effect.

As soon as practicable after the registration of the completion of the Demerger with the Norwegian Register of Business Enterprises, New Aker Solutions will cause the consideration Shares to be registered in the name of the eligible holders of shares in Existing Aker Solutions in New Aker Solutions’ shareholder register with the VPS; see

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Section 5.3 “The Demerger; Admission to Trading of the Shares—Share Split Ratio; Issuance of Consideration Shares”. This is expected to occur on or about 2 October 2014.

5.8 Admission to Trading of the Shares; Trading Market; Trading Symbol; Shareholders Register On 27 August 2014, New Aker Solutions applied for admission to trading of the Shares on the Oslo Stock Exchange. It is expected that the board of directors of the Oslo Stock Exchange will resolve to approve the listing application on or about 24 September 2014, subject to satisfaction of the following conditions:

(a) New Aker Solutions having more than 500 shareholders, each holding Shares with a value of more than NOK 10,000.

(b) there being a minimum free float of the Shares of 25 per cent; and

(c) the Demerger having been completed in accordance with the terms and conditions of the Demerger Plan.

These conditions will be satisfied upon registration of the completion of the Demerger with the Norwegian Registry of Business Enterprises, which is expected to occur on or about 26 September 2014; see Section 5.7 “The Demerger; Admission to Trading of the Shares—Completion of the Demerger”.

It is expected that the consideration Shares will be delivered and made available to eligible shareholders of Existing Aker Solutions on or about 2 October 2014. Trading in the Shares on the Oslo Stock Exchange is expected to commence on or about 29 September 2014. Trades during the period until delivery of the Shares to eligible shareholders’ VPS accounts will be settled on a T+3 basis. No account-to-account transactions and no transactions with settlement prior to 2 October 2014 will be allowed in this period. The Shares will trade on the Oslo Stock Exchange under the trading symbol “AKSO” from the first trading date (on or about 29 September 2014). From the same date, the shares in Akastor will be traded under the symbol “AKA” and under the name Akastor ASA. Prior to the first trading date, the Shares will report under the trading name “Aker Solutions Holding ASA”.

All existing shares in New Aker Solutions are registered in the VPS in book-entry form under the ISIN NO 001 0714496. Upon redemption of all of the existing shares in New Aker Solutions and issuance of the Shares to eligible Existing Aker Solutions shareholders, the Shares will be registered in the VPS in book-entry form under the ISIN NO 001 0716582, rank in parity with one another and carry one vote per Share. The Company’s register of shareholders with the VPS is administrated by DNB Bank ASA, Registrars Department, Dronning Eufemias gate 30, N-0191 Oslo, Norway. For further information, see Section 14 “Corporate Information; Description of the Shares and Share Capital” and Section 15 “Securities Trading in Norway”.

New Aker Solutions has not applied for admission to trading of the Shares on any other stock exchange or regulated market.

5.9 Timetable The indicative timetable for the completion of the Demerger and admission to trading of the Shares on the Oslo Stock Exchange is as follows (subject to change):

Date Expiry of creditor notice period ...... 23 September 2014 Last day of trading in shares in Existing Aker Solutions inclusive of the right to consideration On or about 26 September 2014 (1) Shares (Cut-Off Date) ...... Registration of the completion of the Demerger with the Norwegian Register of Business On or about 26 September 2014 Enterprises ...... First day of trading in shares in Existing Aker Solutions (i.e., shares in Akastor) exclusive of the On or about 29 September 2014 (1) right to consideration Shares ...... First day of trading in the Shares on the Oslo Stock Exchange ...... On or about 29 September 2014 (2) Record Date ...... On or about 1 October 2014 (1) Delivery of Shares to eligible shareholders’ VPS account ...... On or about 2 October 2014 ______

(1) Existing Aker Solutions will issue a separate stock exchange announcement through the information distribution system of the Oslo Stock Exchange in respect of the final determination of the Cut-Off Date, the Record Date and the first date of trading in shares in Existing Aker Solutions (then shares in Akastor) exclusive of the right to consideration Shares prior to the commencement of trading on the Cut-Off Date. (2) Trading in the Shares is expected to commence prior to delivery of the Shares to eligible shareholders’ VPS accounts. Trades during the period until delivery of the Shares to eligible shareholders’ VPS accounts will be settled on a T+3 basis. No account- to-account transactions will be allowed during this period. Further information in this respect will be provided in connection with the listing of the Shares.

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5.10 Publication of Information New Aker Solutions will use the Oslo Stock Exchange information system to publish information with respect to the Demerger and the admission to trading of the Shares, such as any changes in the indicative timing of the completion of the Demerger and first day of trading.

5.11 Allocation of Expenses Relating to the Demerger Pursuant to the Demerger Plan and as further regulated in the Separation Agreement (see further description in Section 12.1 “Separation Agreements Relating to the Demerger”), the expenses related to the Demerger, intra-group restructurings in preparation for the Demerger, the refinancing of each of the New Aker Solutions Group and the Akastor Group and the admission to trading of the Shares and all other expenses related thereto will be divided between New Aker Solutions and Akastor as follows: (i) each of the two companies will cover its own refinancing costs; (ii) New Aker Solutions will cover the costs related to the listing of the Shares (including costs for external due diligence, preparation of the Combined Carve-Out Financial Statements and audits); (iii) the costs incurred in connection with the intra-group restructuring will be shared equally between New Aker Solutions and Akastor; and (iv) the cost of preparing the information memorandum for Existing Aker Solutions and this Prospectus for the listing of the Shares and corporate advisors related thereto will be shared on a 60:40 basis between New Aker Solutions and Akastor.

As at the date of this Prospectus, Management expects that the expenses incurred in connection with the Demerger and the listing of the Shares in the aggregate will amount to approximately NOK 170 million, of which NOK 61 million are expected refinancing costs that will be expensed through the life of the new credit facilities; see Section 9.7.2 “Operating and Financial Review—Liquidity and Capital Resources—Borrowings” for more information about the refinancing of New Aker Solutions. The total amount of NOK 170 million comprises fees to legal and other advisors, auditors, accountants and providers of transaction advisory services as well as the above mentioned refinancing costs, as well as other expenses, such as expenses for New Aker Solutions in connection with admission to trading of the Shares on the Oslo Stock Exchange. The amount does not include internal Akastor Group or New Aker Solutions Group costs relating to the Demerger, tax liabilities incurred as a result of intra-group restructurings in preparation of the Demerger or other similar costs, nor does it include the cost of the IT-separation that will be carried out after the completion of the Demerger. For additional information on such costs, see Section 9.2.9 “Operational and Financial Review—Key Factors Affecting the New Aker Solutions Group’s Results of Operations and Financial Condition”.

Of the expected total expenses of NOK 170 million, New Aker Solutions is expected to be liable for approximately NOK 99 million, of which approximately NOK 27 million are expected refinancing costs that will be expensed through the life of the new credit facilities. NOK 34 million of the expected costs were expensed in the second quarter of 2014 in the Interim Combined Carve-Out Financial Statements.

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6. DIVIDENDS AND DIVIDEND POLICY This Section provides information on the dividend policy of the New Aker Solutions Group and certain legal constraints on the distribution of dividends under the Norwegian Public Limited Liability Companies Act. For a discussion of certain financial covenants under the New Aker Solutions Group’s borrowing arrangements, see Section 9.7.2 “Operating and Financial Review—Liquidity and Capital Resources—Borrowings”.

This section contains forward-looking statements based on current expectations and assumptions about the New Aker Solutions Group’s future business. The actual results of the New Aker Solutions Group may differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in the Prospectus, particularly in Section 2 “Risk Factors” and Section 4.2 “General Information—Cautionary Note Regarding Forward-Looking Statements”.

6.1 Dividend Policy New Aker Solution’s intention is to distribute dividends such that the average dividend payments, over time, should amount to between 30 and 50 per cent of Group’s profit for the period, either through cash dividend and/or share buy-back. Decisions as to dividend payments depend on considerations such as alternative use of assets and further strengthening of the New Aker Solutions Group’s financial structure.

The dividends paid by Existing Aker Solutions were NOK 4.1 per share (total dividend payment of NOK 1,115 million), NOK 4.0 per share (total dividend payment of NOK 1,082 million) and NOK 3.9 per share (total dividend payment of NOK 1,052 million) in respect of the years ended 31 December 2013, 2012 and 2011, respectively. The dividends paid in the past by Existing Aker Solutions are not indicative of the dividends that New Aker Solutions will pay, if any, in the future. There can be no assurance that New Aker Solutions will pay any dividends, nor can there be any assurance as to the amount of dividends potentially to be paid by New Aker Solutions in any given year.

6.2 Legal Constraints on the Distribution of Dividends Dividends may be paid in cash or, in some instances, in kind. Pursuant to the Norwegian Public Limited Liability Companies Act a Norwegian public limited liability company may pay dividends based on the following:

(a) the company’s equity as set out in the latest audited annual financial statement for the company (i.e., not the consolidated accounts) or the equity set out in an audited interim balance sheet as of a date not more than six months prior to the time the distribution is approved; less

(b) the registered share capital of the company (excluding share premium) at the time the distribution is approved by the general meeting; less

(c) the recognised value of funds as defined in Sections 3-2 and 3-3 of the Norwegian Public Limited Liability Companies Act; less

(d) recognised credit to shareholders or representatives of the company made in accordance with Sections 8- 7(1), 8-9(1) or 8-10 of the Norwegian Public Limited Liability Companies Act and which has to fall within the distributable equity (i.e., not credits made pursuant to Section 8-7 (3) of the Norwegian Public Limited Liability Companies Act or credits made in accordance with the group exception in this sub-section), but so that no deduction will be made for credit which has been repaid before or the distribution is made or which is settled in connection with the distribution; less

(e) the amount of any debt owed by the company secured with a pledge over shares in the company established before the date of the latest audited annual financial statement or the audited interim balance sheet, unless such debt has already been deducted pursuant to (d) above; less

(f) any transactions made after the balance sheet date which has to fall within the distributable equity, e.g., (i) previous dividend payments or reductions in capital; (ii) compensation for acquisition of treasury shares (but then so that sale of treasury shares are disregarded); or (iii) credit to shareholders or representatives pursuant to Sections 8-7(1), 8-9(1) or 8-10 of the Norwegian Public Limited Liability Companies Act which has to fall within the distributable equity, but so that, as set out in (d) above, no deduction will be made if the credit has been repaid before the distribution is made or which is settled in connection with the distribution; and

(g) always provided that the company after the distribution has adequate equity and liquidity in terms of the risk and scope of the company’s business.

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Distribution of dividends is resolved by a majority vote at the general meeting of the shareholders of the Company and on the basis of a proposal from the Board of Directors. The general meeting cannot distribute a larger amount than what is proposed or accepted by the Board of Directors.

The Board of Directors may be granted an authorisation by the general meeting to pay dividends based on the last approved annual financial statements of New Aker Solutions. Such authorisation cannot be valid for a longer period than until the next annual general meeting of the Company.

Unless otherwise decided by the shareholder meeting approving the distribution, shareholders obtain the right to a distribution on the date the distribution is approved.

There are no additional dividend restrictions or specific procedures for non-Norwegian resident shareholders to claim dividends. For a description of withholding tax on dividends applicable to non-Norwegian residents, see Section 16.1.1 “Taxation—Norwegian Taxation—Tax Consequences for Non-Norwegian Shareholders”.

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7. CAPITALISATION AND INDEBTEDNESS This Section provides information on the New Aker Solutions Group’s capitalisation and indebtedness on an actual basis as at 30 June 2014 and on an adjusted basis reflecting the estimated effects of certain transactions in relation to the Demerger. You should read the information herein together with the Interim Combined Carve-Out Financial Statements as well as the information in Section 9 “Operating and Financial Review”.

7.1 Equity Capitalisation The “actual” column in the following table sets forth New Aker Solutions’ capitalisation and has been extracted without adjustments from the Group’s Interim Combined Carve-Out Financial Statements as at 30 June 2014, whereas the “as adjusted” column sets out the New Aker Solutions Group’s capitalisation on an adjusted basis reflecting the estimated effects of the Demerger and certain transactions to be carried out in connection with the Demerger as if such transactions had occurred on 30 June 2014.

As at 30 June 2014 NOK million (Unaudited) As (1) Actual Adjusted Shareholders’ equity Share capital ...... — 294 Other equity ...... 7,554 4,620 Total Shareholders’ equity ...... 7,554 4,914 Non-controlling interests ...... 175 175 Total equity ...... 7,729 5,089 ______

(1) The adjustments to the actual capitalisation data of the New Aker Solutions Group in the “as adjusted” column is based on the assumptions made as at the date of this Prospectus and can be explained as follows: (a) Upon the completion of the Demerger, the issued share capital of New Aker Solutions will be (i) reduced from NOK 1,000,000 to zero by redeeming all existing shares in New Aker Solutions and distributing the reduction amount to Akastor, and (ii) increased by NOK 293,807,940.12 (from zero to NOK 293,807,940.12) through the issuance to eligible Existing Aker Solutions shareholders of 272,044,389 Shares, each with a par value of NOK 1.08, in the ratio of one Share for each share in Existing Aker Solutions.

(b) The movement in “as adjusted” other equity consists of a decrease of NOK 294 million related to adjusted share capital, a decrease of NOK 3,000 million related to the Demerger consideration and an increase of NOK 360 million resulting from certain intra-group carve-out transactions to be carried out in connection with the Demerger. 7.2 Indebtedness The “actual” column in the tables below set out the New Aker Solutions Group’s unaudited gross and net indebtedness as at 30 June 2014 and has been extracted without adjustments from the Group’s Interim Combined Carve-Out Financial Statements as at 30 June 2014, whereas the “as adjusted” column sets out the New Aker Solutions Group’s unaudited gross indebtedness and net financial indebtedness on an adjusted basis reflecting the estimated effects of certain transactions to be carried out in connection with the Demerger as if such transactions had occurred on 30 June 2014. The actual impact of such transactions may differ, possibly materially, from the estimates set forth in the “as adjusted” columns. The data in the “as adjusted” columns does not reflect changes in working capital or cash flow in the period from 30 June 2014 until the date of the completion of the Demerger. Further, the data in the “as adjusted” columns do not reflect changes occurring after the date of the completion of the Demerger.

The New Aker Solutions Group relies on debt instruments to meet its financing requirements; for a further discussion of these debt instruments see Section 9.7.2 “Operating and Financial Review—Liquidity and Capital Resources— Borrowings”.

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Gross Indebtedness

As at 30 June 2014 NOK million (Unaudited) As Actual Adjusted Total current liabilities ...... 13,393 13,393 —Guaranteed ...... ― ― —Secured ...... ― ― —Unguaranteed/Unsecured(1) ...... 13,393 13,393 Total non-current liabilities ...... 5,632 5,632 —Guaranteed ...... ― ― —Secured ...... ― ― —Unguaranteed/Unsecured(2) ...... 5,632 5,632 Total liabilities ...... 19,025 19,025 ______

(1) The unsecured/unguaranteed current liabilities of the New Aker Solutions Group as at 30 June 2014 consisted of the following liability items:

NOK million Trade payables, external ...... 1,485 Trade payables, related parties ...... 375 Amounts due to customers for contract work, including advances ...... 4,837 Interest bearing liabilities related parties ...... ― Current borrowings, external ...... 17 Other current liabilities ...... 6,679

Trade payables related parties are mainly towards the Akastor Group and will be settled in the ordinary course of business.

(2) The unsecured/unguaranteed non-current liabilities of the New Aker Solutions Group as at 30 June 2014 consisted of the following liability items:

NOK million Employee benefits ...... 588 Deferred tax liabilities ...... 1,284 Non-current borrowings, external ...... 3,710 Other ...... 50

See 9.7.2 for further description of external borrowings in the group as of 30 June 2014.

(3) The indirect and contingent indebtedness of the New Aker Solutions Group as at 30 June 2014 consisted of the following liability items:

NOK million Bonding arrangements (bank guarantees) ...... 4,559 Parent company guarantees ...... 52,450 Operating lease obligations ...... 5,864

For a discussion of bank guarantees and parent company guarantees, see Section 9.11 “Operating and Financial Review— Contingent Liabilities”. See Section 9.13 “Operating and Financial Review—Off Balance Sheet Arrangements” for a further information on operating lease obligations.

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Net Financial Indebtedness

As at 30 June 2014 NOK million (Unaudited) As Actual Adjusted A. Cash ...... 4,009 1,413(1) B. Cash equivalents...... ― ― C. Trading securities ...... ― ― D. Liquidity (A) + (B) + (C) ...... 4,009 1,413 E. Current financial receivables ...... ― ― F. Current bank debt ...... 17 17 G. Current portion of non-current liabilities ...... ― ― H. Other current financial liabilities ...... ― ― I. Current financial liabilities (F) + (G) + (H) ...... 17 17 J. Net current financial indebtedness (I) – (E) – (D) ...... (3,992) (1,396) K. Non-current Bank Loans ...... 1,208 1,208 L. Bond Issued ...... 2,502 2,502 M. Other non-current loans ...... ― ― N. Non-current financial indebtedness (K) + (L) + (M) + (N) ...... 3,710 3,710 O. Non-current financial receivables ...... 6 6 P. Net financial indebtedness (J) + (N) – (O)(2) ...... (288) 2,308 ______

(1) The movement in “as adjusted” cash consists of a decrease of NOK 3,000 million related to the Demerger consideration and an increase of NOK 404 million related to certain transactions to be carried out in connection with the Demerger. Demerger consideration reflects the amount of cash that is required to be transferred between the New Aker Solutions Group and the Akastor Group upon the completion of the Demerger in order to achieve the targeted capital structure for both companies. (2) The New Aker Solutions Group’s balance sheet as at 30 June 2014 had a net cash position of NOK 288 million (NOK 4,009 million cash and cash equivalents, NOK 17 million current borrowings, NOK 3,710 million non-current borrowings and NOK 6 million in non-current interest bearing receivables). The movement in “as adjusted” net financial indebtedness relates to the movement in “as adjusted” cash, which consists of a decrease of NOK 3,000 million related to the Demerger consideration and an increase of NOK 404 million related to certain transactions to be carried out in connection with the Demerger. For a breakdown of the Group’s cash and cash equivalents by currency, see Section 9.7.1 “Operating and Financial Review— Liquidity and Capital Resources-Sources of Liquidity”.

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8. SELECTED COMBINED CARVE-OUT FINANCIAL INFORMATION The following tables represent the New Aker Solutions Group’s selected combined carve-out financial information as at and for the six months ended 30 June 2014 and 2013, and as at and for the years ended 31 December 2013, 2012 and 2011.

The selected combined carve-out financial information has been prepared from, the Combined Carve-Out Financial Statements. The historical information in the Combined Carve-Out Financial Statements has been prepared from information used to prepare the consolidated financial statements of the Existing Aker Solutions Group and combines the results of operations, assets and liabilities of the entities forming the New Aker Solutions Group and certain allocation of revenues and expenses incurred by the Existing Aker Solutions Group on behalf of the New Aker Solutions Business. The Full-Year Combined Carve-Out Financial Statements have been prepared in accordance with IFRS as adopted by the EU. The Interim Combined Carve-Out Financial Statements have been prepared in accordance with IAS 34 “Interim Financial Reporting”. The Group’s results of operations for the six months ended 30 June 2014 are not necessarily indicative of results for the full year ending 31 December 2014, or any other interim period for any future fiscal year.

The selected combined carve-out financial information should be read in connection with, and is qualified in its entirety by reference to, the Combined Carve-Out Financial Statements, which are included in Appendix A—Financial Statements of this Prospectus, and should be read together with Section 9 “Operating and Financial Review” as well as Section 7 “Capitalisation and Indebtedness”.

For information regarding the basis of preparation of the Combined Carve-Out Financial Statements see note 2 to the Full-Year Combined Carve-Out Financial Statements, note 2 to the Interim Combined Carve-Out Financial Statements and Section 9.4 “Operating and Financial Review—Presentation of Financial Information”.

As required by EC Regulation 809/2004, New Aker Solutions has, in addition to the Combined Carve-Out Financial Statements, included in Appendix A—Financial Statements of this Prospectus audited financial statements for New Aker Solutions for the period from 23 May 2014 (the date of incorporation of the Company) to 27 July 2014 (the last practical date before the date of this Prospectus), prepared in accordance with accounting standards, principles and practices generally accepted in Norway.

8.1 Selected Combined Carve-Out Income Statement Data The following table sets forth a summary of the New Aker Solutions Group’s combined carve-out income statement for the six months ended 30 June 2014 and 2013, and for the years ended 31 December 2013, 2012 and 2011:

For the Six Months Ended NOK million 30 June For the Year Ended 31 December 2014 2013 2013 2012 2011 (Unaudited) Operating revenue and other income ...... 15,483 14,771 29,125 28,373 22,083 Materials, goods and services ...... (7,339) (7,287) (13,736) (14,163) (11,123) Salaries and other operating expenses ...... (6,934) (6,557) (13,227) (11,962) (9,951) Operating profit before depreciation, amortisation and impairment ...... 1,210 927 2,162 2,248 1,009 Depreciation, amortisation and impairment ...... (280) (208) (499) (357) (301) Operating profit (EBIT) ...... 930 719 1,663 1,891 708 Financial income (expenses) ...... (77) 22 (3) (167) 35 Profit before tax (EBT) ...... 853 741 1,660 1,724 743 Income tax expense ...... (245) (178) (397) (479) (253) Profit for the period ...... 608 563 1,263 1,245 490

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8.2 Combined Carve-Out Comprehensive Income Data The following table sets forth a summary of the New Aker Solutions Group’s combined carve-out statement of comprehensive income for the six months ended 30 June 2014 and 2013 and for the years ended 31 December 2013, 2012 and 2011:

For the Six Months Ended NOK million 30 June For the Year Ended 31 December 2014 2013 2013 2012 2011 (Unaudited) Profit for the period ...... 608 563 1,263 1,245 490

Other comprehensive income Items that may be reclassified subsequently to profit or loss Cash flow hedges, effective portion of changes in fair value ...... (479) 344 510 117 (372) Cash flow hedges, reclassification to income statement ...... 106 (148) (138) (169) 441 Cash flow hedges, deferred tax ...... 109 (54) (97) 18 (20) Sum cash flow hedges, net of tax ...... (264) 142 275 (35) 50 Translation differences – foreign operations ...... 170 211 412 (262) (19) Total ...... (94) 353 687 (297) 31

Items that will not be reclassified to profit or loss Remeasurements of defined benefit pension plans ...... (70) — (22) 101 (220) Remeasurements of defined benefit pension plans, deferred tax .... 19 — 6 (28) 62 Total ...... (51) (18) 73 (158) Other comprehensive income, net of tax ...... (145) 353 671 (224) (127) Total comprehensive income for the period, net of tax ...... 463 916 1,934 1,021 363

Attributable to: Equity holders of the parent company ...... 450 916 1,932 1,027 354 Non-controlling interests ...... 13 — 2 (6) 9

8.3 Selected Combined Carve-Out Balance Sheet Data The following table sets forth a summary of the New Aker Solutions Group’s combined carve-out balance sheet as at 30 June 2014 and as at 31 December 2013, 2012 and 2011:

NOK million As at 30 June As at 31 December 2014(1) 2013 2012 2011 (Unaudited) Assets Non-current assets Deferred tax assets ...... 400 444 350 290 Intangible assets ...... 5,331 5,080 3,833 3,427 Property, plant and equipment...... 3,181 3,072 2,365 1,894 Other non-current operating assets and investments ...... 23 17 11 11 Interest-bearing non-current receivables ...... 6 ― ― ― Total non-current assets ...... 8,941 8,613 6,559 5,622 Current assets Current tax assets ...... 160 136 111 82 Current operating assets ...... 13,644 12,456 10,316 8,072 Current interest-bearing receivables related parties ...... — 106 97 138 Cash and cash equivalents ...... 4,009 4,463 3,155 3,267 Total current assets ...... 17,813 17,161 13,679 11,559 Total assets ...... 26,754 25,774 20,238 17,181

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NOK million As at 30 June As at 31 December 2014(1) 2013 2012 2011 (Unaudited) Equity and liabilities Total equity attributable to the parent ...... 7,554 6,313 4,424 6,167 Non-controlling interest ...... 175 156 154 166 Total equity ...... 7,729 6,469 4,578 6,333

Non-current liabilities Deferred tax liabilities ...... 1,284 1,203 1,033 742 Employee benefits obligations ...... 588 524 520 640 Other non-current liabilities ...... 50 75 75 60 Non-current borrowings...... 3,710 3,533 3,063 747 Total non-current liabilities ...... 5,632 5,335 4,691 2,189

Current liabilities Current tax liabilities ...... 90 25 35 21 Trade and other payables ...... 13,286 13,931 10,290 8,133 Current borrowings ...... 17 14 644 505 Total current liabilities ...... 13,393 13,970 10,969 8,659 Total liabilities and equity ...... 26,754 25,774 20,238 17,181 ______

(1) In connection with the Demerger, certain transactions will be carried out that will change the balance sheet of the New Aker Solutions Group. As adjusted for the estimated effects of such transactions, the equity of the New Aker Solutions Group as at 30 June 2014 would have been NOK 5,089 million and the cash and cash equivalents would have been NOK 1,413 million; see Section 7 “Capitalisation and Indebtedness” for further information.

8.4 Selected Combined Carve-Out Statement of Cash Flow Data The following table sets forth a summary of the New Aker Solutions Group’s combined carve-out cash flow statement for the six months ended 30 June 2014 and 2013, and for the years ended 31 December 2013, 2012 and 2011:

For the Six Months Ended NOK million 30 June For the Year Ended 31 December 2014 2013 2013 2012 2011 (Unaudited) Cash flow from operating activities Profit before tax (EBT) ...... 853 741 1,660 1,724 743 Depreciation and amortisations and impairment ...... 280 208 499 357 301 Other cash flows from operating activities ...... 194 (971) 500 (667) (441) Net cash from operating activities ...... 939 (22) 2,659 1,414 603

Cash flow from investing activities Acquisition of property, plant and equipment ...... (298) (416) (996) (915) (388) Payments for capitalised development ...... (235) (213) (498) (354) (76) Acquisitions of subsidiaries, net of cash acquired ...... (15) (638) (619) (65) (165) Other cash flow from investing activities ...... 21 12 3 7 3 Net cash from investing activities ...... (527) (1,255) (2,110) (1,327) (626)

Cash flow from financing activities Change in external borrowing ...... 85 (546) (136) 2,666 (2) Group contribution and dividends from (to) parent ...... (1,741) (806) (806) (471) 134 Net contribution from (to) parent ...... 724 2,014 1,665 (2,325) (1,025) Change in non-controlling interests...... 6 (5) — (6) (6) Net cash from financing activities ...... (926) 657 723 (136) (899)

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For the Six Months Ended NOK million 30 June For the Year Ended 31 December 2014 2013 2013 2012 2011 (Unaudited) Effect of exchange rate changes on cash and bank deposits ...... 60 25 36 (63) (83) Net increase (decrease) in cash and bank deposits ...... (454) (595) 1,308 (112) (1,005) Cash and cash equivalents at the beginning of the period ...... 4,463 3,155 3,155 3,267 4,272 Cash and cash equivalents at the end of the period(1) ...... 4,009 2,560 4,463 3,155 3,267 ______

(1) Cash and cash equivalents includes deposits in Existing Aker Solutions (to be renamed Akastor) cash pooling arrangement in the amount of NOK 2,973 million as at 30 June 2014.

8.5 Selected Combined Carve-Out Statement of Changes in Equity Data The following table sets forth a summary of the New Aker Solutions Group’s combined carve-out statement of changes in equity for the six months ended 30 June 2014 and 2013, and for the years ended 31 December 2013, 2012 and 2011:

For the Six Months Ended NOK million 30 June For the Year Ended 31 December 2014 2013 2013 2012 2011 (Unaudited) Equity at the beginning of the period ...... 6,469 4,578 4,578 7,154 Total comprehensive income ...... 463 916 1,934 1,021 363 Group contributions and dividends ...... — — (1,741) (813) (477) Changes in parent’s investment ...... 791 1,873 1,698 (1,963) (686) Change in non-controlling interests...... 6 — — — (21) Equity as of the end of the period ...... 7,729 7,367 6,469 4,578 6,333

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9. OPERATING AND FINANCIAL REVIEW The following review of the New Aker Solutions Group’s results of operations and financial condition should be read together with Sections 4.1 “General Information—Presentation of Financial and Certain Other Information” and 8 “Selected Combined Carve-Out Financial Information” and the Combined Carve-Out Financial Statements (including the notes thereto), included as Appendix A – Financial Statements of this Prospectus.

This review contains forward-looking statements based on current expectations and assumptions about the New Aker Solutions Group’s future business. The actual results of the New Aker Solutions Group may differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in the Prospectus, particularly in Section 2 “Risk Factors” and Section 4.2 “General Information—Cautionary Note Regarding Forward-Looking Statements”.

9.1 Introduction The New Aker Solutions Group provides subsea systems and equipment and offshore engineering services to the upstream oil and gas industry.

The Group’s products and services are primarily used in offshore development as well as offshore operation of oil and gas production infrastructure. During the development phase, the Group provides detailed engineering services as well as subsea systems and equipment, and during production the Group provides maintenance, modification and operation services as well as aftermarket services on installed equipment.

The New Aker Solutions Group’s main customers are IOCs, NOCs and Independents around the world.

Further information regarding the New Aker Solutions Group’s business, markets and market position, products and services is provided in Sections 10 “Industry and Market Overview” and 11 “Business Overview”. See also Section 4.1 “General Information—Presentation of Financial and Other Information―Sources of Industry and Market Data” for information regarding the sources of market information contained in this Prospectus.

The business of the New Aker Solutions Group is organised in two reporting segments:

 Subsea: The New Aker Solutions Group is a global provider across the value chain of subsea technologies, including subsea production systems and services, umbilicals and power cable systems. The Subsea reporting segment covers all phases of the life of fields, from concept screening and design through manufacturing, installation and commissioning to operational support and maintenance services. The Subsea reporting segment includes two business areas: Subsea (SUB) and Umbilicals (UMB).

 Field Design: The New Aker Solutions Group provides all key services, products and technologies within field development, including engineering, project management, fabrication and offshore construction services. The Field Design reporting segment includes two business areas: Engineering (ENG) and Maintenance, Modifications and Operations (MMO).

Further information regarding the New Aker Solutions Group’s operations within its two reporting segments is provided in Section 11.5 “Business Overview—The New Aker Solutions Business”.

9.2 Key Factors Affecting the New Aker Solutions Group’s Results of Operations and Financial Condition The New Aker Solutions Group’s business, results of operations and financial condition, as well as the period-to- period comparability of financial results, have been and will continue to be affected by a number of factors. Set out below is an overview of the key factors affecting the Group’s results of operations and financial condition.

9.2.1 Customer Demand and Spending Demand for the New Aker Solutions Group’s products and services is mainly driven by oil and gas companies’ spending on exploring and developing oil and gas reserves and producing oil and gas products, as well as their needs for ancillary services.

The oil and gas industry is highly cyclical. Various macroeconomic factors can affect the activity level of oil and gas companies, including oil and gas prices, the cost level of the oil and gas industry, government regulations, access to exploration, development and production acreage, and ability to discover new extractable resources. Such macroeconomic factors have a direct effect on the activity level of the New Aker Solutions Group, including its ability to secure new contracts and to build a stable order backlog, and, therefore, on the Group’s results of operations and financial condition. See Section 10 “Industry and Market Overview” for a discussion of the principal macroeconomic and industry trends that affect the New Aker Solutions Group’s results of operations as well as the risk factors with

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the headings “The business, results of operations and financial condition of the New Aker Solutions Group depend on the level of exploration, development, production, investment, modification and maintenance activity by oil and gas companies, which are significantly affected by, among other things, demand for oil and gas, volatile oil and gas prices and changes in environmental requirements” and “The business, results of operations and financial condition of the New Aker Solutions Group depend on the level of exploration, development, production, investment, modification and maintenance activity by oil and gas companies as well as the Group’s competitiveness, which are significantly affected by, among other things, the profitability of oil and gas companies” in Section 2.1 “Risk Factors— Risks Relating to the Industry of the New Aker Solutions Group” for a description of the factors affecting oil and gas prices and the cost level within the oil and gas industry and, therefore, demand for the New Aker Solutions Group’s products and services. The global economic downturn in 2008 and 2009 and the resulting volatility in oil and gas prices led to a delay in implementation of a number of large capital expenditure projects by oil and gas companies while they focused on improving profits and cash flow. The negative trends in spending by oil and gas companies following the financial crises adversely affected demand for the Group’s products and services until 2011, which negatively impacted the Group’s profitability and cash flow. Since 2011, oil and gas companies have generally increased their investment levels in order to maintain or increase production levels. With growing demand for energy from emerging markets and the increasing focus on reducing the use of coal, and without sufficient renewable energy sources to cover global demand, there has been a recent focus on maintaining oil production at a stable level as well as an increased focus on gas production to meet the global demand for energy.

As a consequence of spending by oil and gas companies steadily increasing in the period 2011 to 2013, and oil and gas prices remaining at more or less the same level during this period, certain major oil and gas companies have recently announced that they will focus on capital discipline and reduce rate of increase in investments seen in the last years. For the New Aker Solutions Group, this cost reduction focus has been noticeable since the second half of 2013 in the North Sea segment of the MMO business area and has slowed down the market. The SUB business area so far has been more or less unaffected by the reduced spending levels, but is experiencing delays in oil and gas companies sanctioning and awards of new projects. The order backlog in the MMO business area increased 5.4 per cent between 30 June 2013 and 30 June 2014 (NOK 13,373 million as at 30 June 2014, as compared to NOK 12,690 million as at 30 June 2013), whereas the order backlog for the SUB business area increased 52.2 per cent over the same period (NOK 36,513 million as at 30 June 2014, as compared to NOK 23,979 million as at 30 June 2013). As at 30 June 2014, the majority of the current order backlog of the SUB business area related to contracts won between 2011 and 2014, with less than 5 per cent related to contracts won between 2008 and 2010.

The expected timing of the work in the Group’s current order backlog is divided between 2014 (approximately NOK 14.5 billion), 2015 (approximately NOK 18.6 billion), 2016 (approximately NOK 9.9 billion), 2017 (approximately NOK 5.5 billion) and 2018 and beyond (approximately NOK 5.4 billion). The expected timing of the work in the order backlog for the SUB business area is divided between second half of 2014 (approximately NOK 7.3 billion), 2015 (approximately NOK 11.4 billion), 2016 (approximately NOK 7.5 billion), 2017 (approximately NOK 5.2 billion) and 2018 and beyond (approximately NOK 5.1 billion). In addition to the recorded current order backlog of the Group, Management sees a potential for additional revenue from existing contracts, depending on how the markets develop and how the Group performs under its contracts.

Given the New Aker Solutions Group’s order backlog, Management has near-term visibility of the financial and operational performance of the Group. Although there are indications of reduced or delayed demand in certain areas, such as the maintenance, modification and operations market and the expected new subsea installations, Management’s overall long-term expectations for the Group’s business remain positive, as further described in Section 10 “Industry and Market Overview”.

9.2.2 Project Execution The New Aker Solutions Group’s results of operations and financial condition are dependent on the Group’s ability to win new projects, as well as the development and execution of its existing projects. The New Aker Solutions Group pursues and executes projects under various contractual arrangements. The selection of a mutually agreeable contract format depends on a number of factors, including, but not limited to client preference, project-specific factors, market dynamics and macro-economic factors. The Group’s customer contracts generally fall into one of three broad classifications depending on the specific terms and conditions contained in the agreement:

 Fixed-price contracts, where the contracts include unit price, target sums and/or negotiated fixed-price for engineering (E), engineering and procurement services (EP), engineering, procurement construction (EPC) (sometimes combined with installation (EPCI)) and engineering, procurement services and management assistance (EPma);

 Cost reimbursable contracts, where the contracts include cost-plus, time and materials plus mark-ups and hourly rate billing, often with targets and caps; and

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 Hybrid models, where the contracts include elements of both fixed-price and reimbursable arrangements to better align incentives among the customer and the client.

The selection of the contractual format for any given project, the composition of the New Aker Solutions Group’s contract portfolio at any given time and the Group’s performance under its contracts may affect the overall results of operation and financial condition of the Group.

The New Aker Solutions Group’s operations are predominantly based on large projects that typically take several months or years to complete. The Group’s contracts are a mix of fixed-price contracts and cost reimbursable contracts as well as some hybrid contracts. Fixed-price contracts are mainly related to delivery of product and systems, while other deliveries of the Group are mainly under cost reimbursable contracts. Service contracts are mainly executed on a cost reimbursable basis. For the year ended 31 December 2013, approximately 47 per cent of the Group’s revenues came from fixed-price contracts (of which approximately 44 per cent came from product and system sales and approximately 3 per cent came from MMO EPC contracts) and approximately 53 per cent came from cost reimbursable contracts. For further information on contractual formats utilised by the New Aker Solutions Group, see Section 11.7 “Business Overview—Contractual Arrangements”.

Fixed-price contracts can present project-specific risks related in particular to quality, functionality and the meeting of delivery schedules. Risk management and project execution are core elements of the New Aker Solutions Group’s delivery model. The proprietary Project Execution Model (the “PEMTM”) utilised by the Group and the governing policies thereunder include detailed descriptions of how risk management should be handled both during the tender phase and during the project execution phase. For more information regarding the New Aker Solutions Group’s project execution models, see Section 11.8 “Business Overview—Project Execution and Project Management”.

The overall objective of the Group’s risk management is to evaluate the Group’s ability to deliver contracts at the agreed time and to the agreed quality, functionality and price. This assessment also includes customer’s and subcontractors’ ability to fulfil their commitments under the contract. There is, however, always the risk that the Group’s actual costs for a project will exceed the Group’s calculated or fixed costs in a contract, and the margins realised in a fixed-price contract may vary from original estimates as a result of changes in costs, productivity and other assumptions used over the term of the contract, as well as the issuance of variation orders. The Group’s ability to perform according to the estimates it used as basis for a contract award and its ability to execute the project affect the profitability of the project and, therefore, the New Aker Solutions Group’s results of operations and profitability.

An increasing part of the New Aker Solutions Group’s business is being conducted in less developed or newly industrialised countries where there is also generally a higher risk related to project execution and regulatory breaches, mainly due to politically driven changes to operating requirements and regulatory framework and taxation regimes, local content requirements and challenges with finding sufficient qualified personnel, demands for new technology and incurrence of unforeseen costs. See further description of this risk in the risk factors under the headings “The New Aker Solutions Group’s operations in less developed or newly industrialised countries expose the Group to additional risks created, inter alia, by political unrest”, “The New Aker Solutions Group’s operations in less developed or newly industrialised countries expose the Group to the risk of being unable to repatriate income or capital” and “Certain of the countries in which the New Aker Solutions Group operates, and certain countries in which the Group intends to operate, impose local content requirements, which could have a material adverse effect on the business, results of operations and financial condition of the Group” in Section 2.1 “Risk Factors—Risks Relating to the Industry of the New Aker Solutions Group”.

The Management and the Board of Directors of the Company monitor the status of all material projects on a continuous basis, and the status is reported in monthly and quarterly operating reports from each of the business areas. Any cost overruns that materially affect the Group’s results of operations are addressed and booked immediately. For example, a total loss of approximately NOK 600 million was booked in 2011 when the Group’s management became aware of the operational issues encountered in the SUB business area’s operations in Brazil. In this instance, routines and controls for the project were improved in order to better monitor the operations in certain regions through the implementation of a regional management in Brazil and North America. For further information about the Group’s accounting practices and the percentage-of-completion method, see Section 9.16 “Operating and Financial Review—Key Accounting Policies and Estimates—Revenue and Cost Recognition”.

9.2.3 Implementation of Cost Efficiency Measures Cost control in general is a significant factor affecting the Group’s profitability. In December 2013, the Group announced plans to reduce its cost base through leveraging its size through more consolidated supply chain management, enhancing labour productivity, and streamlining the Group’s structure to reduce overhead and inefficiencies. Following the continued slowdown in the maintenance, modification and operations market on the NCS that started during the second half of 2013, the MMO business area has taken proactive measures, including reducing

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its capacity by approximately 520 to 540 employees by (i) allocating engineers to a new subsea engineering and project management hub in Stavanger; (ii) transferring engineers to the recruitment agency Aker Advantage (a personnel company within the Akastor Group); and (iii) seconding MMO employees to other business areas, in order to make the workforce more flexible and to ensure that MMO’s employees are given an opportunity to face other challenging tasks within other business segments rather than being idle during slower periods of business. Some employees have not accepted the transfer and have been or will be dismissed. Should further near-term project opportunities fail to materialise or become delayed, Management is prepared to make additional cuts to protect profitability.

The New Aker Solutions Group intends to continue the implementation of the planned cost efficiency measures with the aim of positively affecting the Group’s results of operations in the near term. If the on-going cost efficiency measures are not sufficient, the New Aker Solutions Group may implement further cost efficiency measures in the future.

9.2.4 Optimisation of Capacity The New Aker Solutions Group is dependent upon its ability to hire, retain, and utilise qualified personnel and senior management, including engineers, architects, designers, craft personnel, and corporate management professionals who have the required experience and expertise. It is important that the Group has the right number of people with the right qualifications available at all times for its projects. At the same time, salaries are a significant expense for the Group, and will account for a larger portion of total costs of the Group as compared to the Existing Aker Solutions Group. Therefore, the Group aims to have the right capacity balance to enable it to deliver projects on time, while at the same time avoiding having employees being idle. Management believes that the Group has a good track record of scaling its work force to meet on-going needs and the Group uses sub-contractors to promote flexibility. However, there is always a risk that the level of the Group’s resources will not match the workload at any given time. For example, in 2012, an increase in capacity was implemented in the ENG business area to meet expected increased orders; however, the ENG business area did not secure the expected contracts and, therefore, it experienced low margins due to overcapacity. Any mismatch between available capacity and actual workload would adversely affect the New Aker Solutions Group’s results of operations.

At the same time, the SUB business area is facing increased capacity needs. In order to meet its capacity needs, the Group is in the process of expanding its production facilities with the aim of approximately doubling its effective subsea manufacturing capacity (in tree equivalent terms) between 2012 and 2016 as projects to increase subsea production capacity are completed, see further information in Section 9.10 “Operating and Financial Review—Capital Expenditure”. Some of the excess employee capacity described in Section 9.2.3 “Operating and Financial Review—Key Factors Effecting the New Aker Solutions Group’s Results of Operations and Condition—Implementation of cost efficiency measures” within the MMO business area has also been transferred to the SUB business area.

As at 30 June 2014, the Group had approximately 16,287 own employees and 4,393 contractors. In order to promote flexibility, the Group uses a significant number of hired-in contractors on most of its projects. Such contractors are hired for terms ranging from a few days to many years (usually as a result of a contract being renewed on an on-going and/or as-needed basis). This allows the Group to adjust its capacity more easily than if it only hired full-time employees. However, there can be no assurance that the Group will be able to hire a sufficient number of qualified contractors for its projects, especially for projects in developing or newly industrialised countries.

9.2.5 Technology Development The offshore oil and gas industry is continuing to move towards developing oil and gas reserves that are increasingly difficult to access, due to, inter alia, more mature and depleted fields, moving into deepwater and harsh environments, and more stringent regulations. This has resulted in increasing demand from oil and gas companies for new concepts, technologies and products to enable economically viable exploitation of these less accessible resources. As a result, in recent years, the New Aker Solutions Group has increasingly focused on innovation to promote its future competitiveness. This change is reflected in the Group’s research and development activities, which have shifted from filling product gaps in a project driven approach toward the development of new and differentiating products, technologies and services. For the year ended 31 December 2013, the Group’s total research and development expenditure was NOK 630 million of which NOK 498 million was capitalised, as compared to NOK 419 million for the year ended 31 December 2012 of which NOK 354 million was capitalised and NOK 140 million for the year ended 31 December 2011 of which NOK 76 million was capitalised.

As the Group focuses more and more on new and innovative technology, an increasingly decisive factor for successful project execution and competitiveness is the ability to develop new technologies that meet market expectations and needs, at the time required, as well as the ability to deliver new products and services on time and with the required quality and functionality.

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9.2.6 Exchange Rate Fluctuations The New Aker Solutions Group operates globally and is exposed to currency risk on commercial transactions, assets and liabilities and net investments in foreign operations. Commercial transactions and assets and liabilities are subject to currency risk when payments are denominated in a currency other than the respective functional currency of the relevant Group company. The Group’s exposure to currency risk is primarily to the U.S. dollar as the markets in which the Group operates are U.S. dollar-based. The Group is also exposed to the Euro and the British Pound Sterling, as well as to several other currencies due to the Group’s local operations (in particular Brazil and West Africa). As at 30 June 2014, the Group’s net exposure to the U.S. dollar was negative USD 2 million, the Group’s net exposure to Euro was negative EUR 5 million and the Group’s exposure to the British Pound Sterling was positive GBP 2 million. The Group’s net exposure is managed by the Group’s corporate treasury department, which is allowed to hold limited positions within an approved trading mandate. For a description of the foreign exchange challenges the Group faces in connection with its operations in Nigeria and Angola, see Section 11.16.4 “Business Overview— Regulatory—Monetary Restrictions Applicable to the Group’s Business, for Example in Nigeria and Angola”.

The Group’s corporate treasury department manages internal foreign exchange rate exposures by entering into forward contracts and/or currency options at the time the contract is awarded. Currency exposure from investments in foreign currencies is only hedged when specifically instructed by management. Dividends and return on capital invested are hedged when decisions are made to make payments. For segment reporting purposes, each business unit of the Group designates all currency hedge contracts with the corporate treasury department as fair value hedges or cash flow hedges. External forward foreign exchange contracts are designated at the Group level as hedges of currency risk on a gross basis. As at 30 June 2014, 74 per cent of the currency exposure to forward exchange variations in future cash flows were hedged back-to-back and these instruments met the requirements for hedge accounting. When hedges do not qualify for hedge accounting for the purposes of external reporting, a correction is performed at the Group level and the effect is included in the “unallocated” part of the segment reporting, classified as operating or financial items depending on the nature of the item. The principal and interest amounts of the Group’s non-current borrowings are denominated in currencies that match the cash flows generated by the Group companies holding the loans, primarily Norwegian kroner, but also British Pounds Sterling, Euro and U.S. dollars. This provides an economic hedge without entering into any derivatives.

The New Aker Solutions Group’s hedging policy requires Group companies to hedge their entire currency risk exposure in any project using forward contracts and currency options. The Group’s corporate treasury department will manage internal exposures by entering into forward contracts or currency options in the financial markets. Historically, currency fluctuations have not significantly affected the New Aker Solutions Group. Management does not expect that currency fluctuations will have a material effect on the results of operations or financial condition of the Group.

For further information on the Group’s hedging policy, currency exposure and sensitivity analysis, see note 6 to the Full-Year Combined Carve-Out Financial Statements.

9.2.7 Interest Rate Fluctuations As at 30 June 2014, the current and non-current borrowings of the New Aker Solutions Group amounted to NOK 3,727 million. The credit facilities of the New Aker Solutions Group accrue interest at floating rates with interest periods from one to six months; see Section 9.7.2 “Operating and Financial Review—Liquidity and Capital Resources— Borrowings”. The policy of the New Aker Solutions Group will be to maintain approximately 30 to 50 per cent of its borrowings at fixed rates, and Management expects the Group to use interest rate swaps to comply with this policy. As at 30 June 2014, 50 per cent of the NOK 1,000 million in bonds maturing on 9 October 2019 and 100 per cent of NOK 1,500 million in bonds maturing on 6 June 2017 that will be assumed by the New Aker Solutions Group in the Demerger accrued interest at rates that were fixed for the duration of the bonds through interest rate swaps.

For floating rate debt, changes in market interest rates and interest margins affect the current interest expenses and future refinancing costs of the New Aker Solutions Group. Where the Group has swapped a floating rate to a fixed rate using derivative financial instruments, the Group could be required to pay interest at a higher rate than the then prevailing market interest rate or could incur the expenses of the hedging transaction without receiving any benefit if market interest rates drop below the fixed interest rate pursuant to the derivative financial instrument. Furthermore, the default of a counterparty to any of the hedges or the early termination of any hedging transaction could lead to increased costs or the loss of the planned protective mechanism. In addition, if the New Aker Solutions Group is unable to use hedging instruments in line with its hedging strategy, or at all, or incurs increased costs, due to the conditions in the financial markets, the financial condition of the Group, especially its level of indebtedness, the Group’s credit ratings, or other factors could be affected.

For further information on the Group’s hedging policy, interest rate exposure and sensitivity analysis, see note 6 to the Full-Year Combined Carve-Out Financial Statements.

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9.2.8 Stand-Alone Corporate Costs The share of corporate costs historically allocated to the business areas comprising the New Aker Solutions Business within the Existing Aker Solutions Group as included in the Combined Carve-Out Financial Statements, may not necessarily be indicative of the costs that the New Aker Solutions Group would have incurred had it operated as a separate stand-alone business for the periods presented. The New Aker Solutions Business has historically been charged with a share of the business area and regional management and corporate costs incurred by the Existing Aker Solutions Group. These costs are related to services provided by business area Executive Vice Presidents (“EVPs”) and members of business area staff in the Existing Aker Solutions Group and advisory and standard services provided by corporate functions, including, among others, office facilities, and management fees covering costs related to corporate services provided centrally, such as tax, legal, treasury, compliance, business development, insurance, staffing, risk management, IT support and corporate accounting services. These allocated costs included within administrative expenses in the Combined Carve-Out Financial Statements were NOK 77 million for the six months ended 30 June 2014, NOK 49 million for the six months ended 30 June 2013, NOK 92 million for the year ended 31 December 2013, NOK 52 million for the year ended 31 December 2012 and NOK 48 million for the year ended 31 December 2011. The allocated costs charged to the New Aker Solutions Group do not necessarily reflect the total costs that would have been incurred by the New Aker Solutions Group had it been a business separate from the Existing Aker Solutions Group during the periods presented.

Excluded from allocated corporate and other shared costs are certain shareholder expenses incurred due to Existing Aker Solutions’ listing on the Oslo Stock Exchange.

The New Aker Solutions Group expects an increase in certain corporate costs as New Aker Solutions will be required to meet regulatory requirements pertaining to entities with shares admitted to trading on the Oslo Stock Exchange, in particular with respect to financial reporting, and will need to allocate staff and resources to such purposes. Management has taken steps to offset this increase through reductions in other corporate costs, and Management’s intention is that the total corporate cost of New Aker Solutions will decrease compared to the historical levels described above.

9.2.9 Separation Costs In addition to the costs identified under Section 9.2.8 “Operating and Financial Review—Key Factors Affecting the New Aker Solutions Group’s Results of Operations and Financial Performance—Stand-Alone Corporate Costs” above, the Company also estimates that the New Aker Solutions Group will incur certain non-recurring costs for a transitional period after its separation from Existing Aker Solutions including costs related to establishing of stand-alone corporate service functions such as tax, legal, treasury, compliance, business development, insurance, staffing, risk management, IT support and corporate accounting services. Furthermore, the Company expects to incur IT expenses related to investments in IT infrastructure and application licenses. The aggregate costs related to the Demerger and the listing of the Shares are estimated by Management to amount to approximately NOK 170 million. Such costs will be shared between New Aker Solutions and Akastor as set out in Section 5.11 “The Demerger; Admission to Trading of the Shares—Allocation of Expenses Relating to the Demerger”.

9.3 Recent Developments and Significant Trends Other than as described below, and the effects of the Demerger and the transactions entered into in connection with the Demerger that were not completed prior to 30 June 2014, there have not been any significant changes in the financial or trading position of the New Aker Solutions Group since 30 June 2014 and to the date of this Prospectus. See Section 7 “Capitalisation and Indebtedness” and Section 12.1 “Relationship with Akastor; Related Party Transactions—Separation Arrangements Relating to the Demerger” for a further discussion of the estimated effects and nature of the transactions entered into with the Akastor Group in connection with the Demerger.

Market trends

Since 30 June 2014, Management has observed a degree of uncertainty in near-term activity, with continued weakness in the MMO business area and timing of some contract awards being uncertain or delayed for the other business areas. This has primarily been driven by capital constraints facing oil and gas companies as well as recent oil price weakness. Despite the near-term uncertainty, Management remains confident of the longer-term prospects for the industry as outlined in this Prospectus. Measures to optimise capacity within the MMO business area

Following the reduced activity for the MMO business area on the NCS, an information meeting was held on 9 September 2014 with the employees of the MMO business area about the possibility for the transfer of further employees from the MMO business area to Aker Advantage. With this new transfer of 80 to 100 engineers, the reduction of employees in this business area from 30 June 2014 will be approximately 520 to 540 employees by (i) allocating engineers to a new subsea engineering and project management hub in Stavanger; (ii) transferring and/or

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offering engineers to be transferred to the recruitment agency Aker Advantage (which will be part of the Akastor Group after the completion of the Demerger); and (iii) seconding MMO employees to other business areas. Some employees have not accepted the transfer and have been or will be dismissed. In addition, the Group aims to reduce its overhead costs within the MMO business area by approximately NOK 50 million by end of 2014. Approximately 55 per cent of the target has already been realised as at the date of this Prospectus.

Regulatory approval of the Subsea Production Alliance

On 4 September 2014, it was announced that New Aker Solutions and Baker Hughes had received the necessary regulatory approvals for the Subsea Production Alliance (as defined and further described in Section 11.5.2 “Business Overview—The New Aker Solutions Business—Subsea (SUB)—Alliance with Baker Hughes”).

Changes to the Demerger Plan

On 2 September 2014, it was announced that the shares in Aker Geo AS (renamed First Geo AS) should be a part of the Akastor Group and not the New Aker Solutions Group as contemplated by the Demerger Plan. Therefore, prior to the completion of the Demerger, the shares in Aker Geo AS (renamed First Geo AS) will be transferred from Aker Solutions Holding AS to Aker Solutions AS pursuant to an agreement between these two companies. The transfer will not affect the share split ratio.

Lease of office complex in Aberdeen

On 12 August 2014, Existing Aker Solutions announced that it had agreed to lease a new office complex in Aberdeen in the UK for 20 years. New Aker Solutions will lease the buildings from the property developer Abstract (Cornwall) Ltd. (ACL) (a subsidiary of Aker ASA) for a total estimated annual rent of GBP 7.74 million over 20 years. The complex is expected to total approximately 31,100 square metres of office space and related facilities. The complex is under development and is expected to be ready for occupation in the second quarter of 2015.

Signing of loan agreement

On 3 July 2014, New Aker Solutions entered into a NOK 4,000 million multicurrency revolving credit facility agreement for five years as further described in Section 9.7.2 “Operating and Financial Review—Liquidity and Capital Resources—Borrowings”.

9.4 Presentation of Financial Information

9.4.1 General The Combined Carve-Out Financial Statements have been prepared in accordance with IFRS as adopted by the EU. The unaudited Interim Combined Carve-Out Financial Statements have been prepared in accordance with the recognition, measurement and presentation principles consistent with IAS 34 “Interim Financial Reporting” as adopted by the EU.

New Aker Solutions was incorporated as a public limited liability company on 23 May 2014 under the name Aker Solutions Holding ASA to serve as the holding company for the New Aker Solutions Business. Upon the completion of the Demerger, New Aker Solutions will acquire the New Aker Solutions Business in accordance with the Demerger Plan entered into on 11 July 2014 as approved by the General Meetings of Existing Aker Solutions and New Aker Solutions on 12 August 2014.

Historically, Existing Aker Solutions has not prepared separate financial statements for the New Aker Solutions Business, and this business has not previously constituted an independent reporting unit within the Existing Aker Solutions Group. Consequently, historical consolidated financial information for the New Aker Solutions Business is not available. Accordingly, on the basis that the transfer of the New Aker Solutions Business entities from the Existing Aker Solutions Group to the New Aker Solutions Group is considered to be a transaction among entities under common control, the Combined Carve-Out Financial Statements, which have been prepared specifically for the purposes of this Prospectus, are based on the combination of financial information from all entities and of all assets and liabilities that have been identified as being within the New Aker Solutions Business during the periods presented. The historical results of operations and historical basis of assets and liabilities of the New Aker Solutions Business have been prepared from historical information used to prepare the consolidated financial statements of Existing Aker Solutions for the periods presented. For a more detailed description of the businesses and companies included in the Combined Carve-Out Financial Statements, see note 28 to the Full-Year Combined Carve-Out Financial Statements.

Earnings per Share information has been presented on an adjusted basis as if 272,044,389 Shares (which will be the number of Shares outstanding in New Aker Solutions upon the completion of the Demerger, see Section 5.3 “The Demerger; Admission to Trading of the Shares—Share Split Ratio; Issuance of Consideration Shares”) were outstanding

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for all periods presented. For a more detailed description of the businesses and companies included in the Combined Carve-Out Financial Statements, see note 28 to the Full-Year Combined Carve-Out Financial Statements.

Management believes that the assumptions — as further discussed below — underlying the Combined Carve-Out Financial Statements are reasonable. However, the Combined Carve-Out Financial Statements as presented may not reflect the results of operations, financial condition and cash flows that the New Aker Solutions Business would have had if this business had been run as a stand-alone business during the periods presented and may also not be indicative of future performance. In addition, some cost items are reflected in the Combined Carve-Out Financial Statements which are not necessarily indicative of the costs that the New Aker Solutions Group would have incurred had it operated as a separate stand-alone entity for all periods presented. In particular, these costs include certain corporate, administrative and shared services costs.

For a more detailed description of the basis of preparation of the Combined Carve-Out Financial Statements, see note 2 to each of the Full-Year Combined Carve-Out Financial Statements and the Interim Combined Carve-Out Financial Statements.

9.4.2 Key Carve-Out allocations Made in the Preparation of the Combined Carve-Out Financial Statements The Combined Carve-Out Financial Statements have been prepared to assist users in assessing the historical results of the New Aker Solutions Business. The combined financial information has been prepared on a basis that combines the historical results and carrying amounts of assets and liabilities of the New Aker Solutions Business for the periods presented and are prepared in accordance with IFRS as adopted by the EU. The re-organisation of ownership interests, assets and liabilities under common control is outside the scope of IFRS 3 Business Combinations. Since IFRS as adopted by the EU does not provide specific guidance, accounting policies have been established by New Aker Solutions to account for such transactions at their historical carrying amounts as if the re-organisation occurred at the beginning of the earliest period presented.

Legal entities majority owned by New Aker Solutions

The Combined Carve-Out Financial Statements include entities that were historically majority owned by Existing Aker Solutions. These legal entities fall into two categories:

(a) Entities that belong entirely to the business activities of New Aker Solutions and will be transferred in their current form to New Aker Solutions. In this case, the assets, liabilities, results of operations and non- controlling interests of these entities are included in their entirety in the Combined Carve-Out Financial Statements; and

(b) Entities that will be transferred to New Aker Solutions but which have been adjusted to exclude assets and liabilities related to the Akastor Business and accordingly, only the assets, liabilities, results of operations and non-controlling interests of the businesses transferred to New Aker Solutions are included in the Combined Carve-Out Financial Statements.

Other ownership interests

In some instances, New Aker Solutions owns less than 50 per cent of the shares in a legal entity that it has the power to control. In these cases, the assets, liabilities, results of operations and non-controlling interests are reflected in the Combined Carve-Out Financial Statements. These entities are listed as subsidiaries in note 28 to the Full-Year Combined Carve-Out Financial Statements.

Assets, liabilities and results of operations held in legal entities not owned by New Aker Solutions

Adjustments have been made in preparing the Combined Carve-Out Financial Statements to include the assets, liabilities and results of operations which relate to the New Aker Solutions Business, but have historically been part of a legal entity that will become a part of Akastor.

Joint arrangements, associates and other investments owned by New Aker Solutions

New Aker Solutions holds certain investments in joint arrangements, associates and other investments. These entities are not deemed significant to the Combined Carve-Out Financial Statements of New Aker Solutions. The joint arrangements, associates and other investments included in the Combined Carve-Out Financial Statements are listed in note 28 to the Full-Year Combined Carve-Out Financial Statements. Joint ventures and associates are included using the equity method of accounting. Other investments are included at fair value. There are no joint operations.

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The preparation of financial statements in conformity with IFRS as adopted by the EU requires the use of certain accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. Other allocations have been made in order to allocate items, such as corporate costs, assets and liabilities, that have not historically been allocated to members of the New Aker Solutions Group. Allocations are made based on different criteria depending on the nature of the item to be allocated. For a full description see note 2 to the Full-Year Combined Carve-Out Financial Statements.

9.5 Performance Measures The following table sets out certain selected financial information of the New Aker Solutions Group for the six months ended 30 June 2014 and 2013, and for the years ended 31 December 2013, 2012 and 2011.

With the exception of (i) operating revenue and other income data; (ii) operating profit before depreciation, amortisation and impairment data; and (iii) operating profit (EBIT) data, each for (a) the years ended 31 December 2013, 2012 and 2011 (which is derived from the audited Full-Year Combined Carve-Out Financial Statements), and (b) the six months ended 30 June 2014 and 2013 (which is derived from the unaudited Interim Combined Carve-Out Financial Statements), the data set forth in the following table constitutes unaudited non-IFRS financial measures. See Section 4.1 “General Information—Presentation of Financial and Certain Other Information—Non-IFRS Financial Measures” for further explanations.

For the Six Months Ended / As at For the Year Ended / As at 30 June 31 December NOK million / % 2014 2013 2013 2012 2011 (Unaudited) Operating revenue and other income —SUB ...... 7,506 6,991 13,736 12,638 8,527 —UMB ...... 1,215 916 2,036 1,999 2,046 —Eliminations ...... (1) (2) (3) (28) — —Subsea ...... 8,720 7,905 15,769 14,609 10,573 —MMO ...... 5,129 4,776 9,671 8,760 8,455 —Engineering ...... 1,766 1,461 3,002 3,245 2,736 —Eliminations ...... (85) (55) (171) (133) (128) —Field Design ...... 6,810 6,183 12,502 11,872 11,063 —Other ...... 52 872 1,183 2,359 776 —Elimination ...... (99) (189) (329) (467) (329) —New Aker Solutions ...... 15,483 14,771 29,125 28,373 22,083

Operating profit before depreciation, amortisation and impairment —SUB ...... 778 659 1,400 1,012 (150) —UMB ...... 103 (82) (2) 86 187 —Subsea ...... 881 577 1,398 1,098 37 —MMO ...... 226 360 686 763 720 —Engineering ...... 175 121 273 464 351 —Field Design ...... 401 481 959 1,227 1,071 —Other ...... (72) (131) (195) (77) (99) —New Aker Solutions ...... 1,210 927 2,162 2,248 1,009

EBITDA Margin(1) —SUB ...... 10.4% 9.4% 10.2% 8.0% (1.8)% —UMB ...... 8.5% (9.0)% 0.1% 4.3% 9.1% —Subsea ...... 10.1% 7.3% 8.9% 7.5% 0.4% —MMO ...... 4.4% 7.5% 7.1% 8.7% 8.5% —Engineering ...... 9.9% 8.3% 9.1% 14.3% 12.8% —Field Design ...... 5.9% 7.8% 7.7% 10.3% 9.7% —Other ...... (138.5)% (15.0)% (16.5)% (3.3)% (12.8)% —New Aker Solutions ...... 7.8% 6.3% 7.4% 7.9% 4.6%

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For the Six Months Ended / As at For the Year Ended / As at 30 June 31 December NOK million / % 2014 2013 2013 2012 2011 (Unaudited) Operating profit (EBIT) —SUB ...... 579 523 1,064 783 (353) —UMB ...... 77 (107) (51) 30 154 —Subsea ...... 656 416 1,013 813 (199) —MMO ...... 202 335 626 729 688 —Engineering ...... 162 103 229 430 322 —Field Design ...... 364 438 855 1,159 1,010 —Other ...... (90) (135) (205) (81) (103) —New Aker Solutions ...... 930 719 1,663 1,891 708

EBIT Margin(2) —SUB ...... 7.7% 7.5% 7.7% 6.2% (4.1)% —UMB ...... 6.3% (11.7)% (2.5)% 1.5% 7.5% —Subsea ...... 7.5% 5.3% 6.4% 5.6% (1.9)% —MMO ...... 3.9% 7.0% 6.5% 8.3% 8.1% —Engineering ...... 9.2% 7.0% 7.6% 13.3% 11.8% —Field Design ...... 5.3% 7.1% 6.8% 9.8% 9.1% —Other ...... (173.1)% (15.5)% (17.3)% (3.4)% (13.3)% —New Aker Solutions 6.0% 4.9% 5.7% 6.7% 3.2%

Order intake(3) —SUB ...... 21,884 21,480 25,648 9,791 11,599 —UMB ...... 1,005 1,177 3,045 1,618 2,307 —Eliminations ...... (3) (1) (2) — — —Subsea ...... 22,886 22,656 28,691 11,409 13,906 —MMO ...... 3,424 5,099 12,079 11,202 5,707 —Engineering ...... 1,156 2,489 4,072 3,228 2,896 —Eliminations ...... (80) (193) (169) (79) (153) —Field Design ...... 4,500 7,395 15,982 14,351 8,450 —Other ...... 29 87 20 675 3,686 —Eliminations ...... (111) (194) (323) (486) (616) —New Aker Solutions ...... 27,304 29,944 44,370 25,949 25,426

Order backlog(4) —SUB ...... 36,513 23,979 21,332 9,769 12,922 —UMB ...... 1,987 1,395 2,185 1,114 1,522 —Eliminations ...... — (1) — (4) (28) —Subsea ...... 38,500 25,373 23,517 10,879 14,416 —MMO ...... 13,373 12,690 14,939 12,231 9,853 —Engineering ...... 2,053 2,611 2,643 1,581 1,751 —Eliminations ...... (50) (187) (52) (55) (116) —Field Design ...... 15,376 15,114 17,530 13,757 11,488 —Other ...... 59 459 83 1,245 2,901 —Eliminations ...... (21) (23) (11) (18) (220) —New Aker Solutions ...... 53,914 40,923 41,119 25,863 28,585

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For the Six Months Ended / As at For the Year Ended / As at 30 June 31 December NOK million / % 2014 2013 2013 2012 2011 (Unaudited) Net current operating assets (NCOA)(5) —SUB ...... 481 1,160 642 959 963 —UMB ...... (145) 180 (29) 213 143 —Subsea ...... 336 1,340 613 1,172 1,106 —MMO ...... (45) (40) (350) (631) (707) —Engineering ...... 229 364 (10) 169 20 —Field Design ...... 184 324 (360) (462) (687) —Other ...... (164) 193 14 121 (8) —New Aker Solutions ...... 356 1,857 267 831 411 Capital expenditures(6) ...... (298) (416) (996) (915) (388) Capitalised development costs(7) ...... (235) (213) (498) (354) (76) Net Capital Employed(8) ...... 7,438 7,934 7,187 5,839 4,650 Return on average capital employed (ROACE)(9) ...... 17.8% 16.2% 20.1% 25.4% 11.7% Net financial debt(10) ...... (288) 563 (1,023) 456 (2,153) Equity ratio(11) ...... 29% 25% 25% 23% 37% Interest cover ratio(12) ...... 19.8 8.7 13.3 18.6 (88.6)

NOK Earnings per Share (EPS)(13) ...... 2.21 2.06 4.62 4.54 1.68 ______

(1) New Aker Solutions defines “EBITDA Margin” as the quotient obtained by dividing operating profit before depreciation, amortisation and impairment by operating revenue and other income. (2) New Aker Solutions defines “EBIT Margin” as the quotient obtained by dividing EBIT by operating revenue and other income. (3) New Aker Solutions calculates “Order intake” on the basis of the expected revenue from its contracts entered into in a specified period. Fixed-price contracts are accounted for on the basis of the actual agreed fixed price. Cost reimbursable contracts, and contracts on hybrid format, are generally accounted for on the basis of the initially agreed contract value with the customer (which will be based on agreed unit prices and an agreed scope of work). Framework agreements are accounted for on the basis of estimates of the expected revenue for the agreed duration of the contracts. Such estimates include a number of assumptions and the Company seeks to have a conservative approach to such estimates and assumptions. Options under any agreements are included in order intake only when confirmed by the client. Any increase in scope of work under a contract is separately accounted for in the order intake such that it is included as order intake for the period in which it is ordered by the client. See Section 11.7 “Business Overview—Contractual Arrangements” for a discussion of the different contractual arrangements utilised by the New Aker Solutions Group. (4) New Aker Solutions calculates “Order backlog” on the basis of the remaining expected revenue (see above for order intake) from its contracts as at the date being reported. Contracts, or parts of contracts, that are cancelled (or deemed likely to be cancelled) are kept in the order backlog until the client has formally cancelled such contract or portion of contract. For further information about the risk of changes to the order backlog, see the risk factor with heading “The contracts in the order backlog of the New Aker Solutions Group may be adjusted, cancelled or suspended and, therefore, the order backlog is not necessarily indicative of future operating revenues of the Group” in Section 2.2 “Risk Factors—Risks Relating to the New Aker Solutions Group”. (5) New Aker Solutions defines “Net current operating assets (NCOA)” as current operating assets less current operating liabilities. (6) “Capital expenditures” includes acquisition of property, plant and equipment. (7) “Capitalised development costs” includes development of technology and patents. (8) “Net Capital Employed” is the sum of total non-interest bearing assets less non-interest bearing liabilities excluding dividends and Group Contributions. (9) New Aker Solutions defines “Return on average capital employed” or “ROACE” as the ratio between (i) the sum of operating profit, finance income, profit (loss) from associated companies and jointly controlled entities and profit (loss) on foreign currency forward contracts for the last four quarters, before taxes, interest income and interest expense, adjusted for 27 per cent tax (28 per cent until 2013) and (ii) average Net Capital Employed (average of yearly balances in the period) as defined above.

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(10) New Aker Solutions defines “Net financial debt” as the sum of current and non-current borrowings less the sum of current and non-current interest bearing receivables and cash and cash equivalents. (11) “Equity ratio” is the ratio between (i) total equity and (ii) total liabilities and shareholders’ equity. (12) “Interest cover ratio” is ratio between (i) operating profit before depreciation, amortisation and impairment and (ii) net financing costs.

(13) The “Earnings per share” or “EPS” data is calculated by dividing profit (loss) for the relevant period by 272,044,389 Shares (which will be the number of Shares outstanding upon the completion of the Demerger, see Section 5.3 “The Demerger; Admission to Trading of the Shares—Share Split Ratio; Issuance of Consideration Shares”) as if these Shares were outstanding for all periods presented.

Geographical information

The following table sets forth the Group’s operating revenue and other income presented on the basis of the geographical location of customers for the years indicated:

NOK million For the year ended 31 December 2013 2012 2011 Norway ...... 19,166 20,005 14,432 Europe (excluding Norway) ...... 2,306 2,267 2,445 North America ...... 1,463 1,632 1,829 South America ...... 1,700 1,015 781 Asia ...... 1,843 2,000 1,380 Australia ...... 586 593 661 Other income ...... 2,061 861 555 Total operating revenue and other income ...... 29,125 28,373 22,083 9.6 Results of Operations 9.6.1 Six Months Ended 30 June 2014 Compared with Six Months Ended 30 June 2013 9.6.1.1 Group results The following table sets forth a summary of the New Aker Solutions Group’s combined carve-out income statement for the six months ended 30 June 2014, as compared to the six months ended 30 June 2013:

For the Six Months Ended NOK million 30 June 2014 2013 % Change (Unaudited) Operating revenue and other income ...... 15,483 14,771 4.8 Materials, goods and services ...... (7,339) (7,287) 1.8 Salaries and other operating expenses ...... (6,934) (6,557) 4.7 Operating profit before depreciation, amortisation and impairment ...... 1,210 927 30.5 Depreciation, amortisation and impairment ...... (280) (208) 43.7 Operating profit (EBIT) ...... 930 719 29.3 Financial income (expenses) ...... (77) 22 n.a. Profit before tax (EBT) ...... 853 741 15.1 Income tax expense ...... (245) (178) 37.6 Profit for the period ...... 608 563 8.0

Operating Revenue and Other Income

The Group’s operating revenue and other income for the six months ended 30 June 2014 amounted to NOK 15,483 million, an increase of NOK 712 million, or 4.8 per cent, as compared to NOK 14,771 million for the six months ended 30 June 2013. The increase in revenues was primarily attributable to increased activity level in the SUB, UMB and ENG business areas as a result of the strong order intake during 2013 and the beginning of 2014. For the six months ended 30 June 2014, the Group’s most important region in terms of operating revenue and other income was the NCS,

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which accounted for approximately 55 per cent of the Group’s revenue for the period (with revenues from NCS being revenues with Norway as the final destination for the Group’s products, systems and services). Operating revenues and other income from the NCS decreased for the first six months of 2014, as compared to the six months ended 30 June 2013, while operating revenues and other income from West Africa increased due to several new contracts in the region. The decrease in NCS was due to several customers reducing their spending on brownfield market projects.

Operating Profit (EBIT)

The Group’s operating profit (EBIT) for the six months ended 30 June 2014 amounted to NOK 930 million, an increase of NOK 211 million, or 29.3 per cent, as compared to NOK 719 million for the six months ended 30 June 2013. The increase in the Group’s EBIT was primarily attributable to increased activity level mentioned above as well as higher margins in the SUB, UMB and ENG business areas driven by stronger performance on key projects in the SUB and ENG business areas, in combination with improved operations for the UMB business area in North America where order intake in second half of 2013 secured high activity at improved margins. The operating profit (EBIT) of the Subsea reporting segment increased by 57.7 per cent for the six months ended 30 June 2014 as compared to the six months ended 30 June 2013, while the Field Design reporting segment experienced lower profits in the MMO business area on the NCS.

The Group’s EBIT margin increased to 6.0 per cent for the six months ended 30 June 2014, as compared to 4.9 per cent for the six months ended 30 June 2013. Fluctuations in the fair value of hedging transactions that did not qualify for hedge accounting led to an accounting gain of NOK 3 million for the six months ended 30 June 2014, as compared to a loss of NOK 36 million for the six months ended 30 June 2013. The Group’s operating profit was also negatively affected by NOK 34 million in Demerger-related expenses. Both the hedge loss and Demerger-related expenses are included in the “Other” segment.

Net Financial Items

The Group’s net financial items for the six months ended 30 June 2014 amounted to negative NOK 77 million, a change of NOK 99 million as compared to NOK 22 million for the six months ended 30 June 2013. The change was primarily attributable to gains and losses on foreign currency contracts that did not qualify for hedge accounting.

Income Tax Expense

The Group’s effective income tax rate for the six months ended 30 June 2014 was 29 per cent, as compared to 24 per cent for the six months ended 30 June 2013. The Group’s effective income tax rate is affected by the mix of revenue the Group earns in jurisdictions with various tax rates. In nominal terms, the Group’s income tax expense for the six months ended 30 June 2014 amounted to NOK 245 million, an increase of NOK 67 million, or 37.6 per cent, as compared to NOK 178 million for the six months ended 30 June 2013.

9.6.1.2 Breakdown of Group Results by Reporting Segment and Business Area Operating Revenue and Other Income

The following table sets forth the operating revenue and other income of the New Aker Solutions Group by reporting segment and business area for the periods indicated:

For the Six Months Ended NOK million 30 June 2014 2013 % Change (Unaudited) SUB ...... 7,506 6,991 7.4 UMB ...... 1,215 916 32.6 Eliminations ...... (1) (2) (50.0) Subsea, total ...... 8,720 7,905 10.3 MMO ...... 5,129 4,776 7.4 Engineering ...... 1,766 1,461 20.9 Eliminations ...... (85) (55) 54.5 Field Design, total ...... 6,810 6,183 10.1 Other ...... 52 873 (94.0) Eliminations ...... (100) (189) (47.1) New Aker Solutions ...... 15,483 14,771 4.8

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Subsea Reporting Segment

The Subsea reporting segment’s operating revenue and other income for the six months ended 30 June 2014 amounted to NOK 8,720 million, an increase of NOK 815 million, or 10.3 per cent, as compared to NOK 7,905 million for the six months ended 30 June 2013. The increase was primarily attributable to increased revenues within both the SUB and the UMB business areas.

For the two business areas within the Subsea reporting segment, the operating revenue and other income was divided as follows:

 SUB: The SUB business area’s operating revenue and other income for the six months ended 30 June 2014 amounted to NOK 7,506 million, an increase of NOK 515 million, or 7.4 per cent, as compared to NOK 6,991 million for the six months ended 30 June 2013. The increase was primarily attributable to an increase in activity level resulting from increased order intake in the SUB business area during 2013 and 2014, contracts such as Moho and work under frame agreements with Statoil and Petrobras.

 UMB: The UMB business area’s operating revenue and other income for the six months ended 30 June 2014 amounted to NOK 1,215 million, an increase of NOK 299 million, or 32.6 per cent, as compared to NOK 916 million for the six months ended 30 June 2013. The increase was primarily due to higher activity levels in the first six months of 2014 due to the increased order intake during the second half of 2013, especially for deliveries to the U.S. Gulf of Mexico.

Field Design Reporting Segment

The Field Design reporting segment’s operating revenue and other income for the six months ended 30 June 2014 amounted to NOK 6,810 million, an increase of NOK 628 million, or 10.1 per cent, as compared to NOK 6,183 million for the six months ended 30 June 2013. The increase was attributable to increased revenues within both the MMO and ENG business areas.

For the two business areas within the Field Design reporting segment the operating revenue and other income was divided as follows:

 MMO: The MMO business area’s operating revenue and other income for the six months ended 30 June 2014 amounted to NOK 5,129 million, an increase of NOK 353 million, or 7.4 per cent, as compared to NOK 4,776 million for the six months ended 30 June 2013. The increase was primarily attributable to an increase in the activity level due to new contracts signed for certain international markets, including the UK, Canada and Brunei, which was partially offset by a decrease in the activity level on the NCS.

 ENG: The ENG business area’s operating revenue and other income for the six months ended 30 June 2014 amounted to NOK 1,766 million, an increase of NOK 305 million, or 20.9 per cent, as compared to NOK 1,461 million for the six months ended 30 June 2013. The increase was primarily attributable to increased order intake in the second half of 2013, with the Johan Sverdrup FEED project (as described in more detail in Section 11.5.4 “Business Overview—The New Aker Solutions Business—Engineering”) being the main contributor to the growth.

Other

“Other” includes mainly revenues from the Ekofisk Zulu project, which was delivered in 2013, in the “Newbuild Topside” business area, part of MMO within Existing Aker Solutions. This business area was transferred to Kværner in the spin-off of that company in 2011; however, the Ekofisk Zulu project remained within the Existing Aker Solutions Group as it was in progress. In addition, “Other” includes some internal transactions, partly eliminated under the “Elimination” line.

Operating Profit (EBIT)

The following table sets forth the operating profit (EBIT) of the New Aker Solutions Group by reporting segment and business area for the periods indicated:

For the Six Months NOK million Ended 30 June 2014 2013 % Change (Unaudited) SUB ...... 579 523 10.7 UMB ...... 77 (107) n.a. Subsea, total ...... 656 416 57.7

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For the Six Months NOK million Ended 30 June 2014 2013 % Change (Unaudited) MMO ...... 202 335 (39.7) Engineering ...... 162 103 57.3 Field Design, total ...... 364 438 (16.9) Other ...... (90) (135) (34.1) New Aker Solutions ...... 930 719 29.3

Subsea Reporting Segment

The Subsea reporting segment’s operating profit (EBIT) for the six months ended 30 June 2014 amounted to NOK 656 million, an increase of NOK 240 million, or 57.7 per cent, as compared NOK 416 million for the six months ended 30 June 2013. The Subsea reporting segment’s EBIT margin for the six months ended 30 June 2014 was 7.5 per cent, as compared to 5.3 per cent for the six months ended 30 June 2013.

For the two business areas within Subsea reporting segment, the operating profit (EBIT) was divided as follows:

 SUB: The SUB business area’s operating profit (EBIT) for the six months ended 30 June 2014 amounted to NOK 579 million, an increase of NOK 56 million, or 10.7 per cent, as compared to NOK 523 million for the six months ended 30 June 2013. The increase was due to higher revenues and improved margins, among others because of improved operations in Brazil following execution problems experienced in 2013 in connection with the rapid growth in operations. For more information about the execution problems experienced in Brazil in connection with the start-up of operations there, see Section 9.6.3.2 “Operating and Financial Review—Results of Operations—Year Ended 31 December 2012 Compared with Year Ended 31 December 2011—Breakdown of Group Results by Reporting Segment and Business Area—Operating Profit (EBIT)—Subsea Reporting Segment”.

 UMB: The UMB business area’s operating profit (EBIT) for the six months ended 30 June 2014 amounted to NOK 77 million, an increase of NOK 184 million as compared to negative NOK 107 million for the six months ended 30 June 2013. The increase was primarily attributable to the resolution of execution problems experienced in 2013, which had resulted in decreased operating profit (EBIT) for the UMB business area in 2013; see Section 9.6.2.2 “Operating and Financial Review—Results of Operations—Year Ended 31 December 2031 Compared with Year Ended 31 December 2012—Breakdown of Group Results by Reporting Segment and Business Area—Operating Profit (EBIT)—Subsea Reporting Segment”.

Field Design Reporting Segment

The Field Design reporting segment’s operating profit (EBIT) for the six months ended 30 June 2014 amounted to NOK 364 million, a decrease of NOK 74 million, or 16.9 per cent, as compared to NOK 438 million for the six months ended 30 June 2013. The Field Design reporting segment’s EBIT margin was 5.3 per cent for the six months ended 30 June 2014, as compared to 7.1 per cent for the six months ended 30 June 2013.

For the two business areas within the Field Design reporting segment, the operating profit (EBIT) was divided as follows:

 MMO: The MMO business area’s operating profit (EBIT) for the six months ended 30 June 2014 amounted to NOK 202 million, a decrease of NOK 133 million, or 39.7 per cent, as compared to NOK 335 million for the six months ended 30 June 2013. The decrease was primarily attributable to the reduced level of activity and lower capacity utilisation in the Norwegian maintenance, modification and operations markets as well as lower margins on certain projects in Norway, which was not fully offset by profit from the increased activity level outside of Norway.

 ENG: The ENG business area’s operating profit (EBIT) for the six months ended 30 June 2014 amounted to NOK 162 million, an increase of NOK 59 million, or 57.3 per cent, as compared to NOK 103 million for the six months ended 30 June 2013. The increase was primarily attributable to higher activity level and better capacity utilisation at certain of the business area’s sites in London in the UK and Houston in the United States.

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9.6.2 Year Ended 31 December 2013 Compared with Year Ended 31 December 2012 9.6.2.1 Group Results The following table sets forth a summary of the New Aker Solutions Group’s combined carve-out income statement for the year ended 31 December 2013, as compared to the year ended 31 December 2012:

For the Year NOK million Ended 31 December 2013 2012 % Change Operating revenue and other income ...... 29,125 28,373 2.7 Materials, goods and services ...... (13,736) (14,163) (3.0) Salaries and other operating expenses ...... (13,227) (11,962) 10.6 Operating profit before depreciation, amortisation and impairment ...... 2,162 2,248 (3.8) Depreciation, amortisation and impairment ...... (499) (357) 39.8 Operating profit (EBIT) ...... 1,663 1,891 (12.1) Financial income (expenses) ...... (3) (167) (98.2) Profit before tax (EBT) ...... 1,660 1,724 (3.7) Income tax expense ...... (397) (479) (17.1) Profit for the period ...... 1,263 1,245 (1.4)

Operating Revenue and Other Income

The Group’s operating revenue and other income for the year ended 31 December 2013 amounted to NOK 29,125 million, an increase of NOK 752 million, or 2.7 per cent, as compared to NOK 28,373 million for the year ended 31 December 2012. The increase was primarily attributable to increased activity level in the SUB business area and in the NCS market of the MMO business area, all as further discussed below. The increase in the Group’s revenue was partially offset by the ENG business area’s loss of tenders for several target projects for the NCS and the UK at the end of 2012 when such projects were terminated, postponed or won by competitors of the Group, which led to capacity surplus and lower revenues than expected within the ENG business area.

Operating Profit (EBIT)

The Group’s operating profit (EBIT) for the year ended 31 December 2013 amounted to NOK 1,663 million, a decrease of NOK 228 million, or 12.1 per cent, as compared to NOK 1,891 million for the year ended 31 December 2012. The decrease was primarily attributable to reduced operating profit (EBIT) in all business areas except for the SUB business area, as further discussed below.

The Group’s EBIT margin for the year ended 31 December 2013 was 5.7 per cent, as compared to 6.7 per cent for the year ended 31 December 2012.

Fluctuations in the fair value of hedging transactions that did not qualify for hedge accounting led to an accounting loss of NOK 77 million for the year ended 31 December 2013, as compared to an accounting loss of NOK 24 million for the year ended 31 December 2012. This loss is included in the “Other” segment.

Net Financial Items

The Group’s net financial items for the year ended 31 December 2013 amounted to negative NOK 3 million, a change of NOK 164 million as compared to negative NOK 167 million for the year ended 31 December 2012. The change was primarily attributable to hedging adjustments on hedges not qualifying for hedge accounting.

Income Tax Expense

The Group’s effective income tax rate for the year ended 31 December 2013 was 24 per cent, as compared to 28 per cent for the year ended 31 December 2012. The Group’s effective tax income rate is affected by the mix of revenue the Group earns in jurisdictions with various tax rates. In addition, the income tax rate in 2013 was positively affected by the reduction in tax rate in Norway from 28 per cent to 27 per cent recognised at year end 2013, partly offset by withholding tax incurred on profits in certain jurisdictions. In nominal terms, the Group’s income tax expense for the year ended 31 December 2013 amounted to NOK 397 million, a decrease of NOK 82 million, or 17.1 per cent, as compared to NOK 479 million for the year ended 31 December 2012.

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9.6.2.2 Breakdown of Group Results by Reporting Segment and Business Area Operating Revenue and Other Income

The following table sets forth the operating revenue and other income of the New Aker Solutions Group by reporting segment and business area for the periods indicated:

For the Year NOK million Ended 31 December 2013 2012 % Change SUB ...... 13,736 12,638 8.7 UMB ...... 2,036 1,999 1.9 Eliminations ...... (3) (28) (89.3) Subsea, total ...... 15,769 14,609 7.9 MMO ...... 9,671 8,760 10.4 Engineering ...... 3,002 3,245 (7.5) Eliminations ...... (171) (133) 28.6 Field Design, total ...... 12,502 11,872 5.3 Other ...... 1,183 2,359 (49.9) Elimination ...... (329) (467) (29.6) New Aker Solutions ...... 29,125 28,373 2.7

Subsea Reporting Segment

The Subsea reporting segment’s operating revenue and other income for the year ended 31 December 2013 amounted to NOK 15,769 million, an increase of NOK 1,160 million, or 7.9 per cent, as compared to NOK 14,609 million for the year ended 31 December 2012. The increase was primarily attributable to an increase in the SUB business area’s revenue.

For the two business areas within the Subsea reporting segment, the operating revenue and other income was divided as follows:

 SUB: The SUB business area’s operating revenue and other income for the year ended 31 December 2013 amounted to NOK 13,736 million, an increase of NOK 1,098 million, or 8.7 per cent, as compared to NOK 12,638 million for the year ended 31 December 2012. The increase was primarily attributable to an increase of 119 per cent in the SUB business area’s order backlog between 31 December 2012 and 31 December 2013, as the Group won several new projects in West Africa, Brazil and the NCS in a growing subsea market during this period.

 UMB: The UMB business area’s operating revenue and other income for the year ended 31 December 2013 amounted to NOK 2,036 million, an increase of NOK 37 million, or 1.9 per cent, as compared to NOK 1,999 million for the year ended 31 December 2012. The increase was primarily attributable to revenues from the UMB business area’s plant in Norway, which operated at very high capacity utilisation during most of the year, and was partially offset by lower capacity utilisation at the plant in the United States due to lower intake of orders for deliveries to projects in the U.S. Gulf of Mexico.

Field Design Reporting Segment

The Field Design reporting segment’s operating revenue and other income for the year ended 31 December 2013 amounted to NOK 12,502 million, an increase of NOK 630 million, or 5.3 per cent, as compared to NOK 11,872 million for the year ended 31 December 2012. The increase was primarily attributable to an increase in the MMO business area’s operating revenue and other income, and was partially offset by a decrease in the ENG business area’s revenue.

For the two business areas within the Field Design reporting segment, the operating revenue and other income was divided as follows:

 MMO: The MMO business area’s operating revenue and other income for the year ended 31 December 2013 amounted to NOK 9,671 million, an increase of NOK 911 million, or 10.4 per cent, as compared to NOK 8,760 million for the year ended 31 December 2012. The increase was primarily attributable to higher activity in the NCS in the first half of 2013 as well as an increase in demand for the MMO business area’s services in the UK, Brunei and Canada due to increased focus by customers, inter alia, on extension of life of field and increasing recovery ratio of fields.

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 ENG: The ENG business area’s operating revenue and other income for the year ended 31 December 2013 amounted to NOK 3,002 million, a decrease of NOK 243 million, or 7.5 per cent, as compared to NOK 3,245 million for the year ended December 31 2012. The decrease was primarily attributable to loss of tenders for several target projects for the NCS and the UK at the end of 2012 when such projects were terminated, postponed or won by competitors of the Group, which led to capacity surplus and lower revenues than expected within the ENG business area.

Other

“Other” includes mainly revenues from the Ekofisk Zulu project, which was delivered in 2013, in the “Newbuild Topside” business area, part of MMO within Existing Aker Solutions. This business area was transferred to Kværner in the spin-off of that company in 2011; however, the Ekofisk Zulu project remained within the Existing Aker Solutions Group as it was in progress. In addition, “Other” includes some internal transactions, partly eliminated under the “Elimination” line.

Operating Profit (EBIT)

The following table sets forth the operating profit (EBIT) of the New Aker Solutions Group by reporting segment and business area for the periods indicated:

For the Year NOK million Ended 31 December 2013 2012 % Change SUB ...... 1,064 783 35.9 UMB ...... (51) 30 n.a. Subsea, total ...... 1,013 813 24.6 MMO ...... 626 729 (14.1) Engineering ...... 229 430 (46.7) Field Design, total ...... 855 1,159 (26.2) Other ...... (205) (81) 153.1 New Aker Solutions ...... 1,663 1,891 (12.1)

Subsea Reporting Segment

The Subsea reporting segment’s operating profit (EBIT) for the year ended 31 December 2013 amounted to NOK 1,013 million, an increase of NOK 200 million, or 24.6 per cent, as compared to NOK 813 million for the year ended 31 December 2012. The increase was primarily attributable to an increase in the SUB business area’s operating profit (EBIT), and was partially offset by a decrease in the UMB business area’s operating profit (EBIT). The Subsea reporting segment’s EBIT margin for the year ended 31 December 2013 was 6.4 per cent, as compared to 5.6 per cent for the year ended 31 December 2012.

For the two business areas within the Subsea reporting segment, the operating profit (EBIT) was divided as follows:

 SUB: The SUB business area’s operating profit (EBIT) for the year ended 31 December 2013 amounted to NOK 1,064 million, an increase of NOK 281 million, or 35.9 per cent, as compared to NOK 783 million for the year ended 31 December 2012. The increase was primarily attributable to increased revenues and improved margins due to generally better project execution among others in the Brazilian operations where previous execution problems and delays had been addressed.

 UMB: The UMB business area’s operating profit (EBIT) for the year ended 31 December 2013 amounted to negative NOK 51 million, a decrease of NOK 81 million, as compared to NOK 30 million for the year ended 31 December 2012. The decrease was primarily attributable to operational challenges which led to quality costs in the Norwegian plant in 2013 causing cost increase and delays with the value of several projects being written down, as well as also by lower capacity utilisation in the plant in the United States due to lower intake of orders for deliveries to the projects in the U.S. Gulf of Mexico.

Field Design Reporting Segment

The Field Design reporting segment’s operating profit (EBIT) for the year ended 31 December 2013 amounted to NOK 855 million, a decrease of NOK 304 million, or 26.2 per cent, as compared to NOK 1,159 million for the year ended 31 December 2012. Both business areas in the reporting segment had reduced EBIT. Field Design’s EBIT margin for the year ended 31 December 2013 was 6.8 per cent, as compared to 9.8 per cent for the year ended 31 December 2012.

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For the two business areas within the Field Design reporting segment, the operating profit (EBIT) was divided as follows:

 MMO: The MMO business area’s operating profit (EBIT) for the year ended 31 December 2013 amounted to NOK 626 million, a decrease of NOK 103 million, or 14.1 per cent, as compared to NOK 729 million for the year ended 31 December 2012. The decrease was primarily attributable to lower margins in the projects that were executed in 2013, as compared to 2012, mainly due to operational issues causing cost increases or failure to earn bonus payments as contractual incentive targets were not met.

 ENG: The ENG business area’s operating profit (EBIT) for the year ended 31 December 2013 amounted to NOK 229 million, a decrease of NOK 201 million, or 46.7 per cent, as compared to NOK 430 million for the year ended 31 December 2012. The decrease was primarily attributable to low capacity utilisation at the business area’s new engineering hubs in London in the UK, Houston in the United States and Perth in Australia. Most of the projects that were targeted for these hubs were not won in the second half of 2012 due to projects being terminated, postponed or won by competitors of the Group, which led to idle time for employees, especially in London and Houston.

9.6.3 Year Ended 31 December 2012 Compared with Year Ended 31 December 2011 9.6.3.1 Group Results The following table sets forth a summary of the New Aker Solutions Group’s combined income statement for the year ended 31 December 2012, as compared to the year ended 31 December 2011:

For the Year NOK million Ended 31 December 2012 2011 % Change Operating revenue and other income ...... 28,373 22,083 28.5 Materials, goods and services ...... (14,163) (11,123) 27.3 Salaries and other operating expenses ...... (11,962) (9,951) 20.2 Operating profit before depreciation, amortisation and impairment ...... 2,248 1,009 122.8 Depreciation, amortisation and impairment ...... (357) (301) 18.6 Operating profit (EBIT) ...... 1,891 708 167.1 Financial income (expenses) ...... (167) 35 n.a. Profit before tax (EBT) ...... 1,724 743 132.0 Income tax expense ...... (479) (253) 89.3 Profit for the period ...... 1,245 490 154.1

Operating Revenue and Other Income

The Group’s operating revenue and other income for the year ended 31 December 2012 amounted to NOK 28,373 million, an increase of NOK 6,290 million, or 28.5 per cent, as compared to NOK 22,083 million for the year ended 31 December 2011. The increase was primarily attributable to improved market conditions in the Group’s markets following the trend that began in 2011 after the global economic downturn in 2008 and 2009. The improvement was seen, in particular, within the SUB business area as well as in the MMO business area’s revenues from the NCS, as further discussed below.

Operating Profit (EBIT)

The Group’s operating profit (EBIT) for the year ended 31 December 2012 amounted to NOK 1,891million, an increase of NOK 1,183 million, or 167.1 per cent, as compared to NOK 708 million for the year ended 31 December 2011. The increase was primarily attributable to the increase in the Group’s revenue as well as by a non-recurring loss of approximately NOK 600 million incurred in 2011 related to the SUB business area’s portfolio in Brazil as further described below.

The Group’s EBIT margin for the year ended 31 December 2012 was 6.7 per cent, as compared to 3.2 per cent for the year ended 31 December 2011.

Fluctuations in the fair value of hedging transactions that did not qualify for hedge accounting led to an accounting loss of NOK 24 million for the year ended 31 December 2012, as compared to a loss of NOK 72 million for the year ended 31 December 2011. This loss is included in the “Other” segment.

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Net Financial Items

The Group’s net financial items for the year ended 31 December 2012 amounted to negative NOK 167 million, a change of NOK 202 million as compared to positive NOK 35 million for the year ended 31 December 2011. The change was primarily attributable to increased allocation of financial costs due to increased external debt of Existing Aker Solutions, as well as reduced interest income in Brazil.

Income Tax Expense

The Group’s effective income tax rate for the year ended 31 December 2012 was 28 per cent, as compared to 34 per cent for the year ended 31 December 2011. The Group’s effective tax income rate is affected by the mix of revenue the Group earns in jurisdictions with various tax rates. The nominal terms, the Group’s income tax expense for the year ended 31 December 2012 amounted to NOK 479 million, an increase of NOK 226 million, or 89.3 per cent, as compared to NOK 253 million for the year ended 31 December 2011.

9.6.3.2 Breakdown of Group Results by Reporting Segment and Business Area Operating Revenue and Other Income

The following table sets forth the operating revenue and other income of the New Aker Solutions Group by reporting segment and business area for the periods indicated:

For the Year NOK million Ended 31 December 2012 2011 % Change SUB ...... 12,638 8,527 48.2 UMB ...... 1,999 2,046 (2.3) Eliminations ...... (28) — n.a. Subsea, total ...... 14,609 10,573 38.2 MMO ...... 8,760 8,455 3.6 Engineering ...... 3,245 2,736 18.6 Eliminations ...... (133) (128) 3.9 Field Design, total ...... 11,872 11,063 7.3 Other ...... 2,359 776 204.0 Elimination ...... (467) (329) 41.9 New Aker Solutions ...... 28,373 22,083 28.5

Subsea Reporting Segment

The Subsea reporting segment’s operating revenue and other income for the year ended 31 December 2012 amounted to NOK 14,609 million, an increase of NOK 4,036 million, or 38.2 per cent, as compared to NOK 10,573 million for the year ended 31 December 2011. The increase was primarily attributable to an increase in the SUB business area’s operating revenue and other income.

For the two business areas within the Subsea reporting segment, the operating revenue and other income was divided as follows:

 SUB: The SUB business area’s operating revenue and other income for the year ended 31 December 2012 amounted to NOK 12,638 million, an increase of NOK 4,111 million, or 48.2 per cent, as compared to NOK 8,527 million for the year ended 31 December 2011. The increase was primarily attributable to higher order intake in 2011 and 2012 following a period of low order intake due to the global economic downturn in 2008 and 2009.

 UMB: The UMB business area’s operating revenue and other income for the year ended 31 December 2012 amounted to NOK 1,999 million, a decrease of NOK 47 million, or 2.3 per cent, as compared to NOK 2,046 million for the year ended 31 December 2011.

Field Design Reporting Segment

The Field Design reporting segment’s operating revenue and other income for the year ended 31 December 2012 amounted to NOK 11,872 million, an increase of NOK 809 million, or 7.3 per cent, as compared to NOK 11,063 million for the year ended 31 December 2011.

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For the two business areas within the Field Design reporting segment, the operating revenue and other income was divided as follows:

 MMO: The MMO business area’s operating revenue and other income for the year ended 31 December 2012 amounted to NOK 8,760 million, an increase of NOK 305 million, or 3.6 per cent, as compared to NOK 8,455 million for the year ended 31 December 2011. The increase was primarily attributable to new orders from the MMO market, particularly from the NCS, including a contract to upgrade the Snorre A platform.

 ENG: The ENG business area’s operating revenue and other income for the year ended 31 December 2012 amounted to NOK 3,245 million, an increase of NOK 509 million, or 18.6 per cent, as compared to NOK 2,736 million for the year ended 31 December 2011. Prior to the demerger of Kværner in July 2011, the ENG business area was an integrated part of the EPC business in which several material EPC projects were executed utilising a concept whereby participating entities in Norway reported a share of the total project revenues and expense related to the project based on an allocation agreement and in accordance with the progress on the project as a whole. Following the demerger of Kværner in 2011, this concept is no longer applied to projects in which the ENG business area participates. The ENG business area currently participates in EPC projects as a sub-contractor. This means that the revenues and expenses reflected in the accounts under the ENG business area relate to the ENG business area’s scope only and no risk or reward related to the total EPC project are reflected. As the allocation of total revenues and expenses has been changed, the periods are not comparable.

Other

“Other” includes mainly revenues from the Ekofisk Zulu project, which was delivered in 2013, in the “Newbuild Topside” business area, part of MMO within Existing Aker Solutions. This business was transferred to Kværner in the spin-off of that company in 2011; however, the Ekofisk Zulu project remained within the Existing Aker Solutions Group as it was in progress. In addition, “Other” includes some internal transactions, partly eliminated under the “Elimination” line.

Operating Profit (EBIT)

The following table sets forth the operating profit (EBIT) of the New Aker Solutions Group by reporting segment and business area for the periods indicated:

For the Year NOK million Ended 31 December 2012 2011 % Change SUB ...... 783 (353) n.a. UMB ...... 30 154 (80.5) Subsea ...... 813 (199) n.a. MMO ...... 729 688 6.0 Engineering ...... 430 322 33.5 Field Design ...... 1,159 1,010 14.8 Other ...... (81) (102) (20.6) New Aker Solutions ...... 1,891 708 167.1

Subsea Reporting Segment

The Subsea reporting segment’s operating profit (EBIT) for the year ended 31 December 2012 amounted to NOK 813 million, an increase of NOK 1,012 million as compared to negative NOK 199 million for the year ended 31 December 2011. The Subsea reporting segment’s EBIT margin for the year ended 31 December 2012 was 5.6 per cent, as compared to negative 1.9 per cent for the year ended 31 December 2011.

For the two business areas within the Subsea reporting segment, the operating profit (EBIT) was divided as follows:

 SUB: The SUB business area’s operating profit (EBIT) for the year ended 31 December 2012 amounted to NOK 783 million, an increase of NOK 1,136 million as compared to negative NOK 353 million for the year ended 31 December 2011. The increase was primarily attributable to a non-recurring loss of approximately NOK 600 million incurred in 2011 on the SUB business area’s order backlog in Brazil. Delays in execution of several contracts in Brazil caused cost increases and liquidated damages under the project contracts, which further resulted in the loss provision being made.

 UMB: The UMB business area’s operating profit (EBIT) for the year ended 31 December 2012 amounted to NOK 30 million, a decrease of NOK 124 million, or 80.5 per cent, as compared to NOK 154 million for the year ended 31

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December 2011. The decrease was primarily attributable to lower margin on a number of projects due to execution problems, mainly caused by the UMB business area’s manufacturing facilities operating at higher activity levels than in previous years.

Field Design Reporting Segment

The Field Design reporting segment’s operating profit (EBIT) for the year ended 31 December 2012 amounted to NOK 1,159 million, an increase of NOK 149 million, or 14.8 per cent, as compared to NOK 1,009 million for the year ended 31 December 2011. The Field Design reporting segment’s EBIT margin for the year ended 31 December 2012 was 9.8 per cent, as compared to 9.1 per cent for the year ended 31 December 2011.

For the two business areas within the Field Design reporting segment, the operating profit (EBIT) was divided as follows:

 MMO: The MMO business area’s operating profit (EBIT) for the year ended 31 December 2012 amounted to NOK 729 million, an increase of NOK 41 million, or 6.0 per cent, as compared to NOK 688 million for the year ended 31 December 2011. The nominal increase in EBIT was attributable to the same factors as the increase in revenue (i.e., new orders from the MMO business area’s market, particularly from the NCS).

 ENG: The ENG business area’s operating profit (EBIT) for the year ended 31 December 2012 amounted to NOK 430 million, an increase of NOK 108 million, or 33.5 per cent, as compared NOK 322 million for the year ended 31 December 2011. Prior to the demerger of Kværner in July 2011, the ENG business area was an integrated part of the EPC business; therefore, the periods are not comparable as further described in the description of “Operating Revenue and Other Income” above.

9.7 Liquidity and Capital Resources The New Aker Solutions Group’s funding policy is to fund all operations directly through the Group’s corporate treasury department, with the aim of optimising the availability and transfer of cash within the Group, improving control of the Group’s overall debt level and cost of funding the Group’s operations.

As the New Aker Solutions Group typically receives revenue from its projects as advances or milestone payments, the Group experiences fluctuations in its liquidity requirements. The size of advances and/or pre-payments from customers varies between contracts and business areas. With advances and pre-payments projects are normally cash positive in the early stages.

The New Aker Solutions Group’s net working capital (NCOA, defined as current operating assets less current operating liabilities) was NOK 356 million as at 30 June 2014. The working capital is normally lower in the Field Design reporting segment, and higher in the Subsea reporting segment. The Group’s NCOA as at 30 June 2014 was somewhat low compared to historical levels because of a substantial customer pre-payment on a project. However, the Group’s NCOA can fluctuate significantly based on status of major projects and the project portfolio mix. The working capital of the Group tends to be lowest at the end of the year and this also affects the cash position of the Group. As at the date of this Prospectus, Management estimates that the average NCOA for the Group will fluctuate due to large projects, but is estimated to be approximately 5 to 7 per cent of the Group’s revenues on average.

9.7.1 Sources of Liquidity The New Aker Solutions Group’s primary sources of liquidity have been cash from its operations and internal funding from Existing Aker Solutions’ corporate treasury department. The New Aker Solutions Group has also received capital contributions from entities within the Existing Aker Solutions Group when necessary to achieve an efficient capital structure for the entities within the New Aker Solutions Business. Consequently, prior to the Demerger, several of the companies within the New Aker Solutions Group had interest-bearing loans with the Existing Aker Solutions Group’s corporate treasury department. All transactional intra-group balances between the Akastor Group and the New Aker Solutions Group will be settled prior to the completion of the Demerger and the amount held within the cash pool of Existing Aker Solutions (NOK 2,973 million as at 30 June 2014) will be transferred to New Aker Solutions.

Historically, the New Aker Solutions Group primarily used cash from operations to fund fluctuations in working capital, capital expenditures, and Group Contributions, as well as to repay and service intra-group debt.

Subsequent to the Demerger, New Aker Solutions primarily expects to use cash from operations to fund fluctuations in working capital and capital expenditures, as well as to service third-party debt (instead of intra-group debt) and pay dividends (instead of Group Contributions). Upon the completion of the Demerger, the New Aker Solutions Group will have a NOK 4,000 million multicurrency revolving credit facility available and the Group had cash and cash equivalents of NOK 4,009 million as at 30 June 2014. In addition, the New Aker Solutions Group will have outstanding bond loans totalling NOK 2,500 million as well as loans with BNDES in the amount of NOK 1,216 million. In addition, New Aker Solutions expects to have undrawn commitments from BNDES in the amount of NOK 440 million that may be

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utilised based on incurred expenses in connection with the SUB business area’s expansion project in São José dos Pinhais; see further description in Section 9.10 “Operating and Financial Review—Capital Expenditure”. Upon the completion of the Demerger, New Aker Solutions will settle a demerger consideration in cash in the amount of NOK 3,000 million to Akastor in order to achieve the targeted capital structure for the two companies. Adjusted for the demerger consideration and estimated effects of transactions carried out in connection with the Demerger (see Section 7.2 “Capitalisation and Indebtedness—Net financial indebtedness” for further information) the New Aker Solutions Group would have had cash and cash equivalents of NOK 1,413 million as at 30 June 2014.

The following table sets out a summary of the Group’s available cash and cash equivalents by currency as at 30 June 2014 (numbers in million):

Local currency NOK Norwegian kroner ...... 2,001 2,001 British Pound Sterling ...... 46 484 U.S. dollar ...... 71 437 Brazilian real ...... 118 301 Indian rupi 2,712 276 Euro ...... 16 131 Canadian dollar ...... 8 42 Malaysian ringgit ...... 15 29 Czech koruna ...... 89 27 Other currency ...... n.a. 281 Total ...... n.a. 4,009

The Company intends to have the NOK 4,000 million multicurrency revolving credit facility available as liquidity buffer, and as at the date of this Prospectus, the Company does not intend to draw on this facility in connection with the completion of the Demerger. As adjusted for the estimated effects of the transactions carried out in connection with the Demerger, the New Aker Solutions Group’s balance sheet as at 30 June 2014 would have had total equity of NOK 5,089 million and total liabilities of NOK 19,025 million and, therefore, an equity ratio of 21.1 per cent.

9.7.2 Borrowings On 3 July 2014, New Aker Solutions entered into a NOK 4,000 million multicurrency revolving credit facility agreement for five years with a syndicate of banks led by DNB Bank ASA, Nordea Bank Norge AS and Swedbank AB (publ). The purpose of this bank facility is financing of working capital, general corporate purposes and refinancing of intra-group facilities made available to entities within the New Aker Solutions Group by entities within the Akastor Group. The facility will be available for drawing from the first day of listing of the Shares. The NOK 4,000 million multicurrency revolving credit facility carries an initial margin of 1 per cent above the specified floating interest rate. Upon delivery of compliance certificate for the third quarter of 2014 and thereafter, the margin will be adjusted, if necessary, in accordance with the leverage ratio.

The multicurrency revolving credit facility is made available on a negative pledge basis (i.e., it includes customary restrictions on creating security over assets) with certain carve-outs. The facility agreement includes financial covenants with respect to (i) leverage ratio (being calculated as consolidated net total borrowings to consolidated EBITDA (as defined therein)) and (ii) interest cover ratio (being consolidated EBITDA (as defined therein) to consolidated net financing cost). In addition, the facility agreement contains customary covenants imposing restrictions on, inter alia, the Group’s ability to: (i) incur additional financial indebtedness; (ii) grant security; (iii) dispose of assets; or (iv) acquire shares in any company or any business or undertaking, all subject to customary exceptions, as well as a change of control clause.

Under the facility agreement, it would constitute a change of control of New Aker Solutions if (i) Aker ASA and/or the Kingdom of Norway (individually or when counted together) ceases to control, directly or indirectly, more than 50 per cent of the shares in Aker Kværner Holding AS; (ii) Aker Kværner Holding AS ceases to hold at least 33.4 per cent of the Shares in New Aker Solutions; or (iii) any person or group of persons acting in concert (other than Aker Kværner Holding AS, Aker ASA and/or the Kingdom of Norway) directly or indirectly gains control of New Aker Solutions. However, after the termination or cessation (for any reason) of the agreement between Aker ASA and the Kingdom of Norway regarding their ownership in Aker Kværner Holding AS, only alternative (iii) will constitute a change of control under the facility agreement. A change of control would allow the majority lenders to declare all amounts outstanding due and payable and to cancel any outstanding commitments.

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In connection with the Demerger, the bonds issued in 2012 by Existing Aker Solutions in the aggregate amount of NOK 2,500 million will also be transferred to New Aker Solutions. Bonds with a nominal amount of NOK 1,000 million will mature on 9 October 2019 and bonds with a nominal amount of NOK 1,500 million will mature on 6 June 2017. The bonds accrue interest at floating interest rates; however, as at 30 June 2014, 50 per cent of the NOK 1,000 million in bonds maturing on 9 October 2019 and 100 per cent of the NOK 1,500 million in bonds maturing on 6 June 2017 accrued interest at rates that were fixed for the duration of the bonds through interest rate swaps. The bonds were entered into on a negative pledge basis with covenants and restrictions in line with those included in the multicurrency revolving credit facility agreement, including a change of control clause. The bonds maturing in 2017 include a call option from interest payment date in June 2015 at 105 per cent of par and from interest payment date in June 2016 at 103 per cent of par. No call option is included in the bond maturing in 2019. These bonds have been included as external debt of the New Aker Solutions Group from 2012 in the Combined Carve-Out Financial Statements.

In addition, subsidiaries of the Company have outstanding loans under certain loan agreements with BNDES in the total amount of NOK 1,216 million as at 30 June 2014. All of the BNDES loans carry fixed interest rates.

The table below sets forth the loan maturity profile of the Group’s external financing as at 30 June 2014:

NOK million Payments Due by Period, as at 30 June 2014 Total More Carrying Undiscounted 6 Months 6-12 1-2 2-5 than 5 (1) Bond Loan / Credit Facility / Other loan amount Cash Flow and Less Months Years Years Years ISIN NO 0010647431 ...... 1,499 1,766 44 44 89 1,589 ― ISIN NO 0010661051 ...... 1,003 1,309 29 29 59 176 1,015 Total bond loans ...... 2,502 3,075 73 73 148 1,765 1,015 BNDES EXIM loans ...... 1,216 1,383 56 39 612 571 104 Other loans ...... 9 9 9 ― ― ― ― Total other loans ...... 1,225 1,392 65 39 612 571 104 Total borrowings ...... 3,727 4,467 138 112 760 2,336 1,119 ______

(1) “Total Undiscounted Cash Flow” is the principle amount borrowed and the nominal value to be repaid at the maturity of the bonds, including interest payments.

Management believes that there are no significant obstacles or barriers to transfer of funds from other entities within the New Aker Solutions Group to its central treasury function that may affect its ability to meet its obligations under any of the financing agreements mentioned above. However, the repatriation of funds from certain jurisdictions may pose challenges (see Section 11.16.4 “Business Overview—Regulatory—Monetary Restrictions Applicable to the Group’s Business, for Example in Nigeria and Angola”).

9.7.3 Balance Sheet Data Total Assets

The following table sets forth a summary of the New Aker Solutions Group’s combined total assets data as at the dates indicated:

NOK million As at 30 June As at 31 December 2014 2013 2012 2011 (Unaudited) Total non-current assets ...... 8,941 8,613 6,559 5,622 Total current assets ...... 17,813 17,161 13,679 11,559 Total assets ...... 26,754 25,774 20,238 17,181

The Group’s non-current assets consist primarily of property, plants, equipment and capitalised development costs used by the Subsea part of the business, as well as goodwill from historical mergers and acquisitions. The Group’s current assets consist primarily of current operating assets (mainly trade and other receivables including amounts due from customers contracts), as well as cash and cash equivalents.

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The Group’s total assets as at 30 June 2014 were NOK 26,754 million, an increase of NOK 980 million or 3.8 per cent, as compared to NOK 25,774 million as at 31 December 2013. The increase was mainly in current operating assets and was primarily attributable to growth in revenues and the activity level of the Group.

The Group’s total assets as at 31 December 2013 were NOK 25,774 million, an increase of NOK 5,536 million, or 27.4 per cent, as compared to NOK 20,238 million as at 31 December 2012. The increase in operating assets was partly seen in cash and cash equivalents which increased by NOK 1,308 million and also in current operating assets which increased by NOK 2,140 million, the latter mainly attributable to growth in the activity level of the Group. Non- current assets increased by NOK 2,053 million as at 31 December 2013, as compared to 31 December 2012. This increase was partially due to the acquisition of a controlling stake in Enovate Systems Ltd. in 2013 and partially due to investments in property, plant and equipment and capitalised development costs.

The Group’s total assets as at 31 December 2012 were NOK 20,238 million, an increase of NOK 3,057 million, or 17.8 per cent, as compared to NOK 17,181 million as at 31 December 2011. The increase was primarily attributable to growth in current operating assets by NOK 2,244 million as at 31 December 2012, as compared to 31 December 2011, caused by growth in revenues and activity level in 2012 as compared to 2011.

Total Liabilities

The following table sets forth a summary of the New Aker Solutions Group’s combined total liabilities as at the dates indicated:

As at 30 NOK million June As at 31 December 2014 2013 2012 2011 (Unaudited) Total non-current liabilities ...... 5,632 5,335 4,691 2,189 Total current liabilities ...... 13,393 13,970 10,969 8,659 Total liabilities ...... 19,025 19,305 15,660 10,848

The Group’s total liabilities as at 30 June 2014 were NOK 19,025 million, a decrease of NOK 280 million, or 1.4 per cent, as compared to NOK 19,305 million as at 31 December 2013. The decrease was primarily attributable to a decrease in trade and other payables of negative NOK 644 million, which reflects the Group’s payment of Group Contribution, partly offset by the significant customer advances that the Group received during the first six months of 2014.

The Group’s total liabilities as at 31 December 2013 were NOK 19,305 million, an increase of NOK 3,645 million, or 23.3 per cent, as compared to NOK 15,660 million as at 31 December 2012. The increase was primarily attributable to an increase in trade and other payables of NOK 3,639 million, which reflects the growth in the activity level of the Group as well as increased Group Contribution liabilities in 2013 as compared to 2012.

The Group’s total liabilities as at 31 December 2012 were NOK 15,660 million, an increase of NOK 4,812 million, or 44.4 per cent, as compared to NOK 10,848 million as at 31 December 2011. The increase was primarily attributable to an increase in non-current borrowings due to the issuance of two bond loans with an aggregate principal value of NOK 2,500 million as well as an increase in trade and other payables, which reflects the growth in the activity level of the Group and increased Group Contribution liabilities.

9.7.4 Cash Flows Net cash flow from operating activities represents net cash from operations, interest and taxation. Net cash flow from investing activities represents cash used for capital expenditure and capitalised developments, financial investments and cash movements resulting from acquisitions and disposals. Net cash flow from financing activities represents cash used for servicing indebtedness and cash movements resulting from changes in net intra-group borrowings and equity contributions to or from entities within the Existing Aker Solutions Group.

Management believes that there are no significant obstacles or barriers to transfers of funds from other entities within the New Aker Solutions Group to its central treasury function that may affect its ability to meet or fulfil its financial or other obligations. Notwithstanding that, repatriation of funds from certain jurisdictions may pose challenges (see Section 11.16.4 “Business Overview—Regulatory—Monetary Restrictions Applicable to the Group’s Business, for example in Nigeria and Angola”).

The policy of New Aker Solutions with respect to optimising availability and flexibility of cash within the New Aker Solutions Group is to operate a centrally managed cash pooling arrangement. Such arrangements are either organised

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with a bank as a service provider, or as a part of the operation of the internal treasury function. The New Aker Solutions Group is in the process of developing cash pooling systems with DNB Bank ASA (Norway) and Nordea Bank Finland PLC, London Branch (UK). Management expects that the new cash pooling systems will be in place at the time of completion of the Demerger. The cash pooling systems will, geographically, cover the majority of the Group entities and will aim to ensure control over and access to the Group’s cash. The Group companies’ participation in the cash pooling systems is decided by each company’s board of directors and is confirmed by a statement of participation. The participants in the cash pooling systems will be jointly and severally liable for their obligations thereunder. Any debit balance on a sub-account can be set-off against any credit balance; therefore, a debit balance will represent a claim on the entities within the New Aker Solutions Group, and a credit balance will represent a borrowing from the entities within New Aker Solutions Group. Funds in the cash pool are placed in short-term investments with debtors that are approved on an annual basis by New Aker Solutions’ CFO. Alternative investments must be also approved by New Aker Solutions’ CFO.

9.7.4.1 Cash Flows for the Six Months Ended 30 June 2014 Compared with the Six Months Ended 30 June 2013 The following table sets forth a summary of the New Aker Solutions Group’s combined cash flow data for the six months ended 30 June 2014, as compared to the six months ended 30 June 2013:

For the Six Months Nominal NOK million Ended 30 June Change 2014 2013 (Unaudited) Net cash flow from operating activities ...... 939 (22) 961 Net cash flow from investing activities ...... (527) (1,255) 728 Net cash flow from financing activities ...... (926) 657 (1,583) Effect of exchange rate changes on cash and bank deposits ...... 60 25 35 Net increase (decrease) in cash and bank deposits ...... (454) (595) 141 Cash and cash equivalents at the beginning of the period ...... 4,463 3,155 1,308 Cash and cash equivalents at the end of the period...... 4,009 2,560 1,449

Net Cash Flow from Operating Activities

The Group’s net cash flow from operating activities for the six months ended 30 June 2014 was NOK 939 million, as compared to a net cash outflow from operating activities of NOK 22 million for the six months ended 30 June 2013. The change was primarily due to increased operating profit before depreciation, amortisation and impairment as well as lower working capital requirements. The decrease in the Group’s working capital requirements was primarily attributable to decreased working capital level within the Subsea reporting segment due to instalments paid by customers in respect of large contracts (primarily for the Kaombo project).

Net Cash Flow from Investing Activities

The Group’s net cash outflow from investing activities for the six months ended 30 June 2014 was NOK 527 million, as compared to NOK 1,255 million for the six months ended 30 June 2013. The Group’s research and development capital expenditure was somewhat lower in the first six months of 2014 as compared to the first six months of 2013 as most of the capacity investments in the facility expansions in Tranby and Port Klang were concluded in 2013. The Group’s capital expenditure for the six months ended 30 June 2014 was NOK 298 million, as compared to NOK 416 million for the six months ended 30 June 2013. The Group’s capital expenditure for the first six months of 2014 mainly related to investments in the new SUB facilities in Tranby and São José dos Pinhais, as further described in Section 9.10 “Operating and Financial Review—Capital Expenditures”. In addition, the Group incurred a non-recurring net cash outflow for the six months ended 30 June 2013 of NOK 600 million related to the acquisition of a controlling stake in Enovate Systems Ltd.

Net Cash Flow from Financing Activities

The Group’s net cash outflow from financing activities for the six months ended 30 June 2014 was negative NOK 926 million, as compared to net cash flow from financing activities of NOK 657 million for the six months ended 30 June 2013.

The change reflects an increase in borrowings of NOK 85 million, mainly related to new borrowings from BNDES for the new manufacturing facility and technology centre for the Group’s SUB business area in São José dos Pinhais. In addition, a net amount of NOK 1,741 million was paid in Group Contribution to entities within the Akastor Group.

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Net cash flow from financing activities also reflects NOK 724 million in net contribution from Akastor. Such contribution reflects carve-out allocations in the period of assets and liabilities that have been contributed from Akastor and no settlement in cash has been made for these contributed assets and liabilities. See note 2 to the Full- Year Combined Carve-Out Financial Statements. Such carve-out allocations would not occur had the Group been a stand-alone entity from the beginning of the periods presented. Therefore, net cash from financing activities may not be representative of the net cash flows from financing activities in the future.

Effect of Exchange Rate Changes on Cash and Bank Deposits

The cash and bank deposits are held in different currencies and are translated to NOK in the cash flow statement at the rates at the reporting date. Fluctuations in the exchange rates impact the cash and bank deposit balances and these effects are included in this line item.

9.7.4.2 Cash Flows for the Year Ended 31 December 2013 Compared with Year Ended 31 December 2012 The following table sets forth a summary of the New Aker Solutions Group’s combined carve-out cash flow data for the year ended 31 December 2013, as compared to the year ended 31 December 2012:

For the Year Nominal NOK million Ended 31 December Change 2013 2012 Net cash flow from operating activities ...... 2,659 1,414 1,245 Net cash flow from investing activities ...... (2,110) (1,327) (783) Net cash flow from financing activities ...... 723 (136) 859 Effect of exchange rate changes on cash and bank deposits ...... 36 (63) 99 Net increase (decrease) in cash flow and bank deposits ...... 1,308 (112) 1,420 Cash and cash equivalents at the beginning of the period ...... 3,155 3,267 (112) Cash and cash equivalents at the end of the period...... 4,463 3,155 1,308

Net Cash Flow from Operating Activities

The Group’s net cash flow from operating activities for the year ended 31 December 2013 was NOK 2,659 million, as compared to NOK 1,414 million for the year ended 31 December 2012. The increase was primarily attributable to lower working capital requirements due to milestone payments received by the SUB business area in respect of certain projects at the end of 2013, partially offset by lower operating profit before depreciation, amortisation and impairment.

Net Cash Flow from Investing Activities

The Group’s net cash outflow from investing activities for the year ended 31 December 2013 was NOK 2,110 million, as compared to NOK 1,327 million for the year ended 31 December 2012. The Group’s capital expenditure for the year ended 31 December 2013 remained high at NOK 996 million as the Group invested in production capacity for SUB at Tranby, Norway and Port Klang, Malaysia. Research and development investments were made both to expand the Group’s product and technology portfolio as well as to develop new technologies, such as the Subsea Factory. See also Section 9.10 “Operating and Financial Review—Capital Expenditure”. In addition, the Group incurred a non- recurring net cash outflow for the year ended 31 December 2013 of NOK 600 million related to the acquisition of a controlling stake in Enovate Systems Ltd.

Net Cash Flow from Financing Activities

The Group’s net cash flow from financing activities for the year ended 31 December 2013 was NOK 723 million, as compared to net cash outflow from investing activities of NOK 136 million for the year ended 31 December 2012.

The change reflects a net repayment in borrowings of NOK 136 million, mainly related to borrowings from BNDES in Brazil. In addition, a net amount of NOK 806 million was paid in Group Contribution to entities within the Akastor Group.

Net cash flow from financing activities also reflects NOK 1,665 million in net contribution from Akastor. Such contribution reflects carve-out allocations in the period of assets and liabilities that have been contributed from Akastor and no settlement in cash has been made. See note 2 to the Full-Year Combined Carve-Out Financial Statements. Such carve-out allocations would not occur had the Group been a stand-alone entity from the beginning of the periods presented. Therefore, net cash from financing activities may not be representative of the net cash flows from financing activities in the future.

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Effect of Exchange Rate Changes on Cash and Bank Deposits

The cash and bank deposits are held in different currencies and are translated to NOK in the cash flow statement at the rates at the reporting date. Fluctuations in the exchange rates impact the cash and bank deposit balances and these effects are included in this line item.

9.7.4.3 Cash Flows for the Year Ended 31 December 2012 Compared with Year Ended 31 December 2011 The following table sets forth a summary of the New Aker Solutions Group’s combined carve-out cash flow data for the year ended 31 December 2012 as compared to the year ended 31 December 2011:

For the Year Nominal NOK million Ended 31 December Change 2012 2011 Net cash flow from operating activities ...... 1,414 603 811 Net cash flow from investing activities ...... (1,327) (626) (701) Net cash flow from financing activities ...... (136) (899) 763 Effect of exchange rate changes on cash and bank deposits ...... (63) (83) 20 Net increase (decrease) in cash flow and bank deposits ...... (112) (1,005) 893 Cash and cash equivalents at the beginning of the period ...... 3,267 4,272 (1,005) Cash and cash equivalents at the end of the period...... 3,155 3,267 (112)

Net Cash Flow from Operating Activities

The Group’s net cash flow from operating activities for the year ended 31 December 2012 was NOK 1,414 million, as compared to NOK 603 million for the year ended 31 December 2011. The increase was primarily attributable to an increase in the Group’s operating profit before depreciation, amortisation and impairment; however, an increase of approximately NOK 420 million in working capital reflecting the Group’s maturing project portfolio partially offset the increase.

Net Cash Flow from Investing Activities

The Group’s net cash outflow from investing activities for the year ended 31 December 2012 was NOK 1,327 million, as compared to NOK 626 million for the year ended 31 December 2011. The increase was primarily attributable to investments in production equipment. Capital expenditure for the year ended 31 December 2012 remained high at NOK 915 million, as compared to NOK 388 million for the year ended 31 December 2011. See Section 9.10 “Operating and Financial Review—Capital Expenditure” below.

Net Cash Flow from Financing Activities

The Group’s net cash flow from financing activities for the year ended 31 December 2012 was negative NOK 136 million, as compared to negative NOK 899 million for the year ended 31 December 2011.

Proceeds from borrowings amounted to NOK 2,666 million and mainly included NOK 2,500 million by way of two new bonds issued during 2012 by Existing Aker Solutions. Cash flow from financing activities also reflects a net amount of NOK 471 million that was paid in Group Contribution to entities within the Akastor Group.

Net contribution to Akastor amounted to NOK 2,325 million in the year ended 2012. Such contribution reflects carve- out allocations in the period of assets and liabilities that have been contributed to Akastor and no settlement in cash has been made. See note 2 to the Full-Year Combined Carve-Out Financial Statements. Such carve-out allocations would not occur had the Group been a stand-alone entity from the beginning of the periods presented. Therefore, net cash from financing activities may not be representative of the net cash flows from financing activities in the future.

Effect of Exchange Rate Changes on Cash and Bank Deposits

The cash and bank deposits are held in different currencies and are translated to NOK in the cash flow statement at the rates at the reporting date. Fluctuations in the exchange rates impact the cash and bank deposit balances and these effects are included in this line item.

9.8 Working Capital Statement The Company is of the opinion that the Group’s working capital is sufficient for the Group’s present requirements. For purposes of this statement, “working capital” means the ability to access cash and other available liquid

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resources in order to meet the Group’s liabilities as they fall due, and “present requirements” means 12 months from the date of this Prospectus.

9.9 Financial and Other Liabilities The table below provides an overview of the New Aker Solutions Group’s financial and other liabilities to third parties and related parties(1) as at 30 June 2014 and as at 31 December 2013, 2012 and 2011:

NOK million As at 30 June As at 31 December 2014 2013 2012 2011 (Unaudited) Non-current borrowings...... 3,710 3,533 3,063 747 Trade payables, external ...... 1,485 1,499 1,785 1,256 Trade payables, related parties ...... 375 601 494 257 Non-interest bearing liabilities related parties ...... ― 1,871 1,092 540 Derivative financial instruments ...... 279 502 86 227 Current borrowings ...... 17 14 644 505 Interest bearing current liabilities, related parties ...... ― ― ― ― Total financial and other liabilities ...... 5,866 8,020 7,164 3,532

Non-current borrowings: Non-current borrowings comprise bonds and bank loans.

Trade payables, external: Current trade and other payables primarily include accounts payable to third parties, advances from customers and other current liabilities.

Trade payables, related parties: Current trade and other payables to related parties include accounts payable to related parties within the Aker Group, primarily within the Akastor Group, as well as associates. Trade includes project cooperation in general within the Existing Aker Solutions Group, hiring of resources, corporate charges, transactions with Existing Aker Solutions’ Corporate Treasury Department, services from Frontica Business Solutions, Aker Insurance AS and Intellectual Property Holdings AS as well as services provided by Aker Pensjonskasse.

Derivative financial instruments: Derivative financial instruments mainly reflect the value of hedging instruments related to cash flow hedges.

Current borrowings: Current borrowings include accrued interest on interest-bearing non-current debt.

Non-interest bearing liabilities related parties: Non-interest bearing liabilities related parties mainly reflect liabilities related to Group Contribution and dividends to Akastor.

9.10 Capital Expenditure The table below shows the New Aker Solutions Group’s capital expenditure on fixed assets for the six months ended 30 June 2014 and 2013 and for the years ended 31 December 2013, 2012 and 2011:

For the Six Months NOK million Ended 30 June For the Year Ended 31 December 2014 2013 2013 2012 2011 (Unaudited) Buildings and sites ...... ― 15 149 66 20 Machinery, equipment and software ...... 70 140 320 426 299 Under construction (including transfers) ...... 232 261 527 423 69 Total capital expenditure property , plants and equipment ...... 302 416 996 915 388 Capitalised R&D ...... 235 213 498 354 76 Total capital expenditure ...... 537 629 1,494 1,269 464

(1) Related party relationships include Existing Aker Solutions and entities within the Akastor Group, entities controlled by Aker ASA (including Kværner ASA and Det norske oljeselskap ASA and subsidiaries), and associates and joint ventures.

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The table below shows the New Aker Solutions Group’s capital expenditure commitments on fixed assets by business area as at 31 August 2014:

As at 31 NOK million August 2014 SUB ...... 366 UMB ...... 27 MMO ...... 20 Engineering ...... 10 Total capital expenditure commitment ...... 423

The main components of the Group’s capital expenditure are asset improvements and expansion in order to execute order backlog and capture expected growth, particularly related to the Group’s production facilities. Asset improvement capital expenditure includes capital expenditure for improvements to machinery, equipment and software. This also includes capital expenditure related to health, safety and environmental as well as security. Capital expenditure for expansion purposes includes business development capital expenditure, such as investments in buildings, sites and fabrication facilities for the development of new markets, as well as upgrades and expansions in connection with new prospects or awarded projects. For further information about the Group’s research and development investments, see Section 11.9 “Business Overview—Research and Development (R&D) and Intellectual Property Rights (IP)”.

The Group’s total capital expenditure for the six months ended 30 June 2014 was NOK 537 million and mainly included investments in the SUB business area. Capital expenditures for the SUB business area’s expansion projects in Brazil and Ågotnes (Norway) represented approximately 40 per cent of total fixed asset capital expenditure in the period. The percentage of completion for these investment projects were 21 per cent for Brazil and 40 per cent for Ågotnes as at 30 June 2014. As at 31 August 2014, the percentage of completion was 24 per cent for Brazil and 44 per cent for Ågotnes, and the percentage of completion for the projects in Tranby (Norway) and Port Klang (Malaysia) (described below) were 96 per cent and 99 per cent, respectively.

The Group’s total capital expenditure for the year ended 31 December 2013 was NOK 1,494 million. The majority of the capitalised research and development expenditure of NOK 498 million for the year ended 31 December 2013 was related to the Subsea reporting segment. The Subsea reporting segment also accounted for approximately 70 per cent of the total fixed asset investments of NOK 996 million, which was mainly related to investments in increasing the manufacturing capacity in the facilities at Tranby (Norway), Port Klang (Malaysia) and Brazil. NOK 316 million of the investments related to these projects was capitalised in 2013. As at 31 December 2013, the percentage of completion for these investment projects were 92 per cent for Tranby, 95 per cent for Port Klang and 10 per cent for new SUB business area manufacturing facility and technology centre in São José dos Pinhais in Brazil. For the year ended 31 December 2013, the Field Design reporting segment had fixed asset investments of approximately NOK 139 million for outfitting the new office buildings in Chiswick (UK) and NOK 41 million for the investment related to new office building in Stavanger (Norway), which started in 2012.

The Group’s total capital expenditure for the year ended 31 December 2012 was NOK 1,269 million. The majority of the capitalised research and development expenditure of NOK 354 million for the year ended 31 December 2012 was related to the Subsea reporting segment. The Subsea reporting segment accounted for approximately 70 per cent of the total fixed asset investment of NOK 915 million for the year ended 31 December 2012. The major fixed assets investments in the Subsea reporting segment were the expansion projects for the SUB business area at Tranby (Norway) and Port Klang (Malaysia) as well as machinery/equipment expansion in the existing Brazil plant. These three investments accounted for approximately NOK 224 million in 2012. The percentage of completion for the expansion in Tranby (Norway) was 46 per cent and Port Klang (Malaysia) 42 per cent as at 31 December 2012. In 2012, the Field Design reporting segment of the New Aker Solutions had fixed asset investments of approximately NOK 162 million for a new office building for the MMO business area in Stavanger (Norway). This investment was approximately 80 per cent completed as at 31 December 2012.

The Group’s total capital expenditure for the year ended 31 December 2011 was NOK 464 million. The majority of the capitalised research and development expenditure of NOK 76 million for the year ended 31 December 2011 was related to the Subsea reporting segment. The Subsea reporting segment accounted for approximately 85 per cent of the total fixed assets investment of NOK 388 million for the year ended 31 December 2011. The most significant investments in 2011 were expansion of machinery/equipment in the existing plant in Brazil, investments in equipment for the rental tool pool (see Section 11.5.2 “Business Overview—The New Aker Solutions Business—Subsea (SUB)—Overview” for a description of the Group’s tool rental business) and the Tranby expansion (Norway). NOK 139 million related to these investments was capitalised in 2011. The percentage of completion for the expansion in Tranby (Norway) was 5 per cent as at 31 December 2011.

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Other than the investment in the new manufacturing facility and technology centre, which the Group has partly financed with external financing, the Group’s capital expenditure in the period covered by the Combined Financial Statements has been financed by funds from operations.

Except for its commitments related to the facility expansions in the SUB business area’s facilities at Tranby in Norway and Port Klang in Malaysia and the SUB business area’s new manufacturing facility and technology centre in São José dos Pinhais in Brazil, the New Aker Solutions Group has not entered into significant capital expenditure commitments during the periods covered by the Combined Carve-Out Financial Statements. As at 31 August 2014, NOK 650 million was still to be invested during the course of 2014 and 2015 in the new manufacturing facility and technology centre in São José dos Pinhais in Brazil. The New Aker Solutions Group expects to have undrawn commitments from BNDES in the amount of NOK 440 million that may be utilised based on incurred costs in connection with the SUB business area’s expansion project in São José dos Pinhais in Brazil. In addition, the Group may utilise the NOK 4,000 million multicurrency revolving credit facility if needed.

9.11 Contingent Liabilities Bonding Arrangements (Bank Guarantees)

The operating subsidiaries of the New Aker Solutions Group are normally required to post performance bonds, bid bonds and advance payment bonds and guarantees in favour of their customers to support project obligations. The provision of performance bonds, bid bonds, advance payment bonds and guarantees is customary for businesses such as the business conducted by the Group. The ability to procure the issue of performance bonds, bid bonds, advance payment bonds and guarantees to support project obligations is a significant requirement over a wide range of businesses within the Group. Most of the project obligations of the companies within the New Aker Solutions Group have historically been guaranteed by Existing Aker Solutions. The operating subsidiary for which a bond is issued is required to indemnify each bond issuer in respect of all liabilities, costs, claims damages and expenses which the issuer may at any time reasonably incur or sustain as a result of the issue of such bond.

All the business areas within the Group, and the SUB business area in particular, are dependent on having access to adequate bonding facilities to operate in their respective markets. Surety bonds and bank guarantees are characterised in two broad categories: “on demand” bonds and “conditional” bonds. On demand bonds generally permit the beneficiary to call on the funds of the issuing institution without the need to show proof of default or proof of damage. Conditional bonds, on the other hand, provide that payment will only be made if certain conditions have been satisfied such as if an arbitration award has been obtained.

Charges for bank guarantees are paid annually and typically include an upfront fee. In order to limit the Group’s exposure, the Group’s policy is that bank guarantees must have a firm expiry; however, for certain bonds issued in the United States, the bond remains valid until the completion of the project. Bank guarantees must also state a maximum amount for which the financial institution is liable if the beneficiary presents a claim under the guarantee/bond. A bank guarantee may be extended if the contract has been delayed or the scope under contract has been increased.

As at 30 June 2014, the total amount of the New Aker Solutions Group’s bonding obligations was NOK 4,559 million, representing approximately 120 individual bonds, mostly on demand bonds. Approximately 12 different banks and surety providers are counterparties to the bonds. The three largest issuers account for 70 per cent in value and 65 per cent in number of total Group bonding obligations. As at 30 June 2014, the Subsea reporting segment had bonding obligations of approximately NOK 3,370 million, while the Field Design reporting segment had bonding obligations of approximately NOK 1,190 million.

The New Aker Solutions Group’s bonding obligations at a given point in time are a function of the size and nature of the projects being undertaken by the Group. New Aker Solutions is currently negotiating arrangements with its bonding providers regarding future bonding requirements and upon the completion of the Demerger, the guarantees of Existing Aker Solutions in favour of the bonding providers will be released and replaced with new guarantees from New Aker Solutions or continued for a transitional period pursuant to the Separation Agreement (see further description in Section 12.1 “Relationship with Akastor; Related Party Transactions—Separation Agreements Relating to the Demerger”). The new agreements with the bonding institutions will contain restrictions similar to the restrictions under the bank facilities as described above in Section 9.7.2 “Operating and Financial Review—Liquidity and Capital Resources—Borrowings”.

Parent Company Guarantees

Parent company guarantees are commercial guarantees issued in the normal course of businesses to bonding providers and directly to the Group’s customers to cover the performance of a contract awarded to one of the Company’s subsidiaries. The guarantees provided to customers guarantee the entire liability of the subsidiary under the contract, and charges are calculated on the basis of the contract value and paid for upfront. Parent company

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guarantees may not state a maximum amount but are limited to the contract and full liability of the performance (contract value). Parent company guarantees sometimes have firm expiry dates, otherwise they are in effect until final completion of all contractual obligations, including the warranty period. The total amount of parent company guarantees outstanding in respect of the New Aker Solutions Business was NOK 52,450 million as at 30 June 2014. Historically, these guarantees have been provided by Existing Aker Solutions; however, these guarantees will be provided on substantially the same terms by New Aker Solutions after completion of the Demerger. For a discussion of novation of obligations under existing parent company guarantees relating to the New Aker Solutions Business, see Section 12.1 “Relationship with Akastor; Related Party Transactions—Separation Arrangements Relating to the Demerger”.

9.12 Pension Arrangements The New Aker Solutions Group’s pension costs represent the future pension entitlement earned by employees in the financial year. In a defined contribution plan the company is responsible for paying an agreed contribution to the employee’s pension assets. In such a plan this annual contribution is also the cost. In a defined benefit plan it is the company’s responsibility to provide a certain pension. The measurement of the cost and the pension liability for such arrangements are subject to actuarial valuations. The Existing Aker Solutions Group has gradually moved from defined benefit arrangements to defined contribution plans. Consequently, the impact of the remaining defined benefit plans has gradually decreased in recent years.

As at 31 December 2013, the unfunded defined benefit plan obligations of the New Aker Solutions Group amounted to NOK 430 million.

Pension Plans in Norway

The main pension arrangement in Norway is a general pension plan organised by the Norwegian State. This arrangement provides the main general pension entitlement of all Norwegians. All pension arrangements by employers consequently represent limited additional pension entitlements.

Norwegian employers are obliged to provide an employment pension plan, which can be organised as a defined benefit plan or as a defined contribution plan. The Norwegian companies in the New Aker Solutions Group closed their earlier defined benefit plans in 2008 and are now providing defined contribution plans for all their employees less than 64 years of age. The plans also include a disability pension and contribution waiver in case of disability.

Defined contribution plan

The annual contribution expense for the new defined contribution plan was NOK 367 million in 2013 (NOK 301 million in 2012 and NOK 224 million in 2011). New legislation for occupational pension plans, and new contribution rates and levels are effective from 2014. Some adjustments to the new contribution calculation level must be made by year- end 2016. The adjustments to the new contribution level do not imply a cost increase.

Management estimates that the Group will contribute NOK 193 million to the Norwegian defined contribution plan in 2014.

Defined benefit plan

Employees who were 58 years or older in 2008, when the Group closed its defined benefit plan and switched to a defined contribution plan, are still covered by the Group’s defined benefit plan. This is a funded plan and represents most of the funded pension liability reported in the Combined Carve-Out Financial Statement. Management estimates that the Group will contribute NOK 78 million to the Norwegian defined benefit plan in 2014.

Compensation plan

To ensure that the Group’s employees were treated fairly on the change over from the defined benefit plan to the defined contribution plan, the Group introduced a compensation plan. The compensation amount is based on the difference between the calculated pension capital of the defined benefits plan and that of the defined contributions plan upon reaching 67 years of age. The annual compensation amount is adjusted in accordance with the adjustment of the employee’s pensionable income and the employee’s balance in the compensation account accrues interest according to market interest rates. If the employee leaves the Group voluntarily before the age of 67 years, the balance on the compensation account will be paid out in accordance with certain rules. The plan is classified and accounted for as a defined benefit plan.

AFP — early retirement arrangement

AFP is a tariff based early retirement pension scheme with a lifelong payment. The collectively agreed pension scheme in the private sector is between the Confederation of Norwegian Business and Industry (NHO), the Norwegian Confederation of Trade Unions (LO) and the Government as well as several other associations. The “old AFP” arrangement was established to

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provide pension between the ages of 62 to 67 for employees who retired before the general retirement age of 67. Estimated remaining employer contributions to cover the plan deficit have been provided for.

The new lifelong AFP scheme that was established in 2011 is not considered to be a defined benefit compensation scheme for early retirement, but a lifelong contribution plan. The scheme is classified as a multi-employer benefit scheme. New Aker Solutions has taken the position that the information available as at the date of the Combined Carve-Out Financial Statements was not sufficient to reliably measure the allocation of pension cost and net pension liability/asset in accordance with a cost/benefit approach. The New Aker Solutions Group has, therefore, elected to treat the scheme as a defined contribution plan in which the annual paid premiums to the AFP scheme are expensed in the income statement as they are incurred. The total liability is not recognised. Based on the current financing model for AFP, the annual premiums are expected to increase and will be recognised when or if sufficient and reliable data is available. Based on the above, the recognised liability could be significant.

Pension plans outside Norway

The Group’s active pension plans outside Norway are predominantly defined contribution plans.

9.13 Off-Balance-Sheet Arrangements The Group has undertaken contractual obligations that are not treated as liabilities on its balance sheet because the Group is not required to do so by IFRS. The Group owns certain of its operating facilities, but it typically leases office space and also leases some of its operating facilities. The off-balance-sheet contracts include property leases covering a number of the Group’s premises world-wide and equipment leases for IT equipment through Frontica Business Solutions (a business area within the Akastor Group). There is no option to purchase the equipment and it cannot be sublet. None of these leases include significant contingent rent.

The Group is not party to any off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future material effect on its financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

The Group’s contractual commitments primarily consist of operational lease agreements related to land and buildings such as rental of office buildings and facilities. The table below provides a maturity analysis of the New Aker Solutions Group’s contractual obligations, commercial commitments and principal payments scheduled as at 31 December 2013(1):

Payments Due by Period Less than 1 1-5 More than NOK million Total Year Years 5 Years Operating leases ...... 6,158 589 2,336 3,233 Operating subleases ...... (178) (3) (67) (108) Total ...... 5,980 586 2,269 3,125

9.14 Goodwill In accordance with the Group’s accounting policy, the Group annually tests whether goodwill has suffered any impairment or more frequently if impairment indicators are identified. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates and are consistent with the market valuation of the Group. While impairment of goodwill does not affect reported cash flows, it does result in a non-cash charge in the consolidated statement of income, which could affect the Group’s results of operations.

The following table sets forth the allocation of goodwill for the New Aker Solutions Group by reporting segment and business area as at the dates indicated:

As at 30 June As at 31 December NOK million 2014 2013 2012 2011 SUB ...... 2,171 2,123 1,489 1,480 UMB ...... 358 352 339 342 Subsea ...... 2,529 2,475 1,828 1,822

(1) The table does not show the Group’s contractual commitments towards personnel (salary and benefit obligations), pension obligations or deferred tax obligations. Purchase obligations set forth in the table represent estimated minimum purchase commitments, not likely purchases.

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As at 30 June As at 31 December NOK million 2014 2013 2012 2011 MMO ...... 844 848 829 793 ENG ...... 454 454 454 454 Field Design ...... 1,298 1,302 1,283 1,247 New Aker Solutions ...... 3,828 3,777 3,111 3,069

See note 22 to the Full-Year Combined Carve-Out Financial Statements for further information on the value of goodwill and impairment testing.

As set out in note 7 to the Full-Year Combined Carve-Out Financial Statements, goodwill increased in the year ended 31 December 2011 due to the acquisition of controlling interests in the companies Ingeniør Harald Benestad AS and Phaze Technologies AS. For the year ended 31 December 2012, goodwill increased due to the acquisitions of Subsea Holding AS and Thrum Energy Inc. and the acquisition of the remaining 60 per cent shareholding not already held by the Group in AKCS Offshore Partner. For the year ended 31 December 2013, goodwill increased due to the acquisition of a controlling stake in Enovate Systems Ltd. The increased goodwill value from these acquisitions is based on expected synergies and the value of the assembled workforce.

9.15 Risk Management See note 6 to the Full-Year Combined Carve-Out Financial Statements for a description of the Group’s financial risk management and exposures.

9.16 Key Accounting Principles, Estimates and Judgments For a description of the key carve-out adjustments made in preparation of the Combined Carve-Out Financial Statements, see Section 9.4.2 “Operating and Financial Review—Presentation of Financial Information—Key Carve-Out Adjustments Made in the Preparation of the Combined Carve-Out Financial Statements”.

The accounting principles of the New Aker Solutions Group are summarised in note 3 to the Full-Year Combined Carve-Out Financial Statements. The key accounting estimates and judgements are summarised in note 4 to the Full- Year Combined Carve-Out Financial Statements.

The preparation of the Combined Carve-Out Financial Statements requires Management to make estimates and assumptions that affect reported amounts of assets and liabilities, income and expenses. Management bases its estimates and judgments on experience, current economic and industry conditions and on various other factors that are considered reasonable under the circumstances. Estimates and judgments are continually reviewed and are based on historical experiences and expectations of future events. The resulting accounting estimates will seldom accurately match actual results but are based on the best estimate at the time.

Summarised below are those key accounting principles, estimates and judgements that require management to apply judgements that Management believes to have the most significant effect on the amounts recognised in the Combined Carve-Out Financial Statements:

Revenue and Cost Recognition The percentage-of-completion method is used to account for construction contracts. This method requires estimates of the final revenue and costs of the contract as well as measurement of progress achieved to date as a proportion of the total work to be performed.

The main uncertainty when assessing contract revenue is related to recoverable amounts from variation orders, claims and incentive payments which are recognised when, in Management’s judgment, it is probable that they will result in revenue and are measurable. This assessment is adjusted upon Management’s evaluation of liquidated damages to be imposed by customers typically relating to contractual delivery terms. In many projects, there are frequent changes in scope of work resulting in a number of variation orders. Normally, the contracts with customers include procedures for presentation of, and agreement on, variation orders. At any point in time, there will be unapproved variation orders and claims included in the project revenue where recovery is assessed as probable and other criteria are met. Even though management has extensive experience in assessing the outcome of such negotiations, uncertainties exist.

Some of the New Aker Solutions Group’s contracts include a bonus element, which is often paid after certain milestones are achieved. Revenues from these bonuses are recognised when the contract has been sufficiently advanced such that it is likely that the performance requirements will be met or exceeded and the incentive can be reliably measured.

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For the New Aker Solutions Group’s service-related contracts, revenue is recognised when the service has been rendered or the product has been delivered.

The cost to complete depends on productivity factors and the cost of inputs. Weather conditions, the performance of subcontractors and others with an impact on schedules, commodity prices and currency rates can all affect cost estimates. Experience, systematic use of the project execution model and focus on core competencies reduce, but do not eliminate the risk that estimates may change significantly. A risk contingency is included in project cost based on the risk register that is prepared for every project.

Progress measurement based on costs has an inherent risk related to the cost estimate as described above. In situations where cost is not seen to properly reflect actual progress, alternative measures, such as hours or plan progress, are used to achieve more precise revenue recognition. The estimation uncertainty during the early stages of a contract is mitigated by a policy of normally not recognising revenue in excess of costs on large fixed-price projects before the contract reaches 20 per cent completion. However, management can on a project-by-project basis approve earlier recognition if cost estimates are certain, typically in situations of repeat projects, proven technology or proven execution model.

All bidding costs are expensed as incurred, except for costs directly relating to securing the contract when it is probable that it will be obtained and that the costs can be measured reliably.

Deferred Tax Deferred tax is calculated on timing differences resulting in obligations to pay more or less tax in the future. Deferred tax on operations is calculated using the appropriate tax rate as at the balance sheet date and is not discounted. Tax assets are calculated based on tax-reducing temporary differences and tax losses carried forward, taking into account the probability of sufficient future taxable income becoming available within the various tax regimes in which the New Aker Solutions Group operates. The tax cost includes taxes payable and the change in deferred tax liabilities/assets. Foreign Currency New Aker Solutions’ reporting currency is the Norwegian krone. The functional currency of the operations outside of Norway is typically the local currency in which the operations conduct business. Transactions denominated in a currency other than the relevant functional currency are recorded at exchange rates on the transaction date. Changes in monetary assets and liabilities after the transaction date are reflected in the profit and loss account. The profit and loss accounts of operations with functional currencies other than the Norwegian krone are translated to Norwegian kroner using average exchange rates that are applied to profit and loss account balances. Assets and liabilities of operations outside of Norway are translated into Norwegian kroner using rates of exchange in effect at the end of the reporting period. Differences resulting from the process of translating the accounts of these entities are accounted for as adjustments to shareholders’ equity. Impairment of Assets and Cash-Generating Units At every balance sheet date, or more frequently when required, New Aker Solutions considers whether there are indications of impairment on the book values of long-term assets. If such indications exist, a valuation is performed to assess whether or not the asset should be written down for impairment. Such valuations will often have to be based on estimates of future results for a number of cash flow generating units. In accordance with the stated accounting policy, New Aker Solutions annually tests whether goodwill has suffered any impairment or more frequently if impairment indicators are identified. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates and are consistent with the market valuation of the New Aker Solutions Group.

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10. INDUSTRY AND MARKET OVERVIEW This Section discusses the industry and markets in which the New Aker Solutions Group operates. Certain of the information in this Section relating to market environment, market developments, growth rates, market trends, industry trends, competition and similar information in respect of the markets in which the New Aker Solutions Group operates are estimates based on data compiled by professional organisations, consultants and analysts; in addition to market data from other external and publicly available sources, and the Company’s knowledge of the markets, see Section 4.1 “General Information—Presentation of Financial and Other Information—Sources of Industry and Market Data”.

The following discussion contains forward-looking statements, see Section 4.2 “General Information—Cautionary Note Regarding Forward-Looking Statements”. Any forecast information and other forward-looking statements in this Section are not guarantees of future outcomes and these future outcomes could differ materially from current expectations. Numerous factors could cause or contribute to such differences, see Section 2 “Risk Factors” for further details.

10.1 Introduction Management considers the medium term growth prospects for the New Aker Solutions Group to be positive despite currently operating in an environment of slowing growth in exploration and production (“E&P”) spending by IOCs. Subsea equipment spending, one of the New Aker Solutions Group’s key end markets, is expected by Rystad Energy DCube (May 2014), to grow at 14 per cent per year between 2013 and 2018, a faster rate than the wider E&P spending is expected to grow, reflecting, according to Management, several key drivers — the substantial list of deepwater discoveries from exploration over the last 5 to 10 years, an expanding deepwater drilling fleet, and attractive net present value profiles from deepwater fields for oil and gas companies. These drivers underline the growing importance of deepwater oil and gas in a global energy supply mix that continues to face declines in its underlying production base. According to Infield Systems 2013 Subsea Market Report to 2017 (“Infield Systems”), approximately 30 per cent of global oil supply in 2013 came from offshore fields, and Infield Systems expects this share to increase further in the future as offshore fields are developed and the oil and gas industry continues to adopt subsea technologies to develop or increase recovery such as long step-outs, subsea processing, light well intervention and, in the medium term, is expected to move towards the “Subsea Factory” concept.

10.1.1 General market drivers Oil and Gas Demand

The 2013 World Energy Outlook (“2013 WEO”) report forecasts oil demand to increase by 16 per cent between 2012 and 2035, from 87.4 million barrels per day (“Mbbl/d”) in 2012 to 101.4 Mbbl/d in 2035. According to the 2013 WEO report, despite the slower growth rate expected for oil demand during the latter part of the period, the share of oil in the primary energy mix is expected to continue to be the largest single component, mainly driven by expected growth in demand in China, India and the Middle East.

World Oil Demand Growth in World Oil Demand by Region, 2012–2035

Mbbl/d Mmbbl/d 115 105 Other Bunkers 105 Middle non-OECD 100 East 95 95 85 Other Asia 90 Indonesia 75 India 85 65 OECD China 55 80

45 75 1980 1985 1990 1995 2000 2005 2010 2015 2020 2025 2030 2035 2012 OECD China/ Middle East Other non- Bunkers 2035 India/ OECD WEO 2013 New Policies Scenario Indonesia/ Other Asia

Source: World Energy Outlook 2013 ©OECD/IEA 2013, Fig.15.1, p.502; Fig.15.2, p.504.

According to the 2013 WEO report, natural gas demand is expected to increase by 48 per cent between 2011 and 2035, with the absolute growth in primary demand for natural gas expected to exceed that of any other individual fuel. The absolute growth in primary demand for natural gas is also expected to exceed the absolute growth in primary demand for oil and coal combined between 2011 and 2035. The 2013 WEO report forecasts the share of natural gas in the primary energy mix to increase from 21 per cent to 24 per cent between 2011 and 2035, with the largest absolute increases in demand expected to be in China, the Middle East and North America.

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World Natural Gas Demand Natural Gas Demand in Selected Regions

bcm bcm 6,000 United States

4,000 Middle East European Union 2,000 Russia

0 China 1990 2011 2020 2025 2030 2035 India 2011—2035 Japan 1990 2011 2020 2025 2030 2035 Delta CAAGR 0 200 400 600 800 World 2,039 3,370 3,957 4,322 4,646 4,976 1,606 1.6% 2011 2035 Source: World Energy Outlook 2013 ©OECD/IEA 2013, Table 3.2, p.103; Fig. 3.2, p.102. CAAGR defined as compound average annual growth rate.

Oil and Gas Supply

According to the 2013 WEO report, oil supply is projected to reach 101 Mbbl/d in 2035, an increase of 12 Mbbl/d from 2012 levels. Key components of the increase are expected to be unconventional oil (expected increase of 10 Mbbl/d over the period) and natural gas liquids (“NGLs”) accompanying the increase in global gas output (expected increase of 5 Mbbl/d over the period). Unconventional oil and NGLs are expected to fill the gap between increasing global demand and conventional crude oil production. Conventional crude oil production’s share of oil production is expected to decrease from 80 per cent in 2012 to 66 per cent in 2035, despite a forecast increase in offshore deepwater conventional crude oil production.

The 2013 WEO report forecasts an increase in natural gas production between 2011 and 2035 in every region except Europe, where robust production from Norway is not expected to be sufficient to offset the expected decline in production of maturing fields in other parts of the North Sea and onshore Netherlands. Conventional gas as a whole is expected to contribute 52 per cent of the increase in production, with the rest expected to come from unconventional sources.

Oil and Gas Prices

According to the 2013 WEO report, the price of Brent crude oil has averaged more than USD 110 per barrel in real terms since 2011, a sustained period of high oil prices that is without parallel in oil market history. The 2013 WEO report forecasts that high oil prices will persist, with the average International Energy Agency (“IEA”) crude oil import price — a proxy for international oil prices — forecast to reach USD 113 per barrel (in year-2012 dollars) in 2020 and USD 128 per barrel in 2035.

Although international trade in natural gas continues to expand rapidly, there is no single global pricing benchmark for natural gas as there is for oil. Rather, there are three major regional markets, North America, Asia-Pacific and Europe, with prices established by different mechanisms. According to the 2013 WEO report, large geographical spreads in natural gas prices are expected to persist during the outlook period, albeit with a degree of convergence brought about by increasing LNG supplies, increasing short-term trading and greater operational flexibility. The 2013 WEO report forecasts that gas prices in 2035 will reach USD 6.8 per million British thermal units (“MBtu”) (in year- 2012 dollars) in North America, USD 12.7/MBtu (in year-2012 dollars) in Europe and USD 14.9/MBtu (in year-2012 dollars) in Asia-Pacific. Natural gas prices in Japan are forecasted to be more than double those in the United States in 2035, meaning that the spread is expected to be much narrower than observed recently, but much greater than before U.S. production of shale gas began increasing significantly in the last decade.

IEA Crude Oil Price Forecast Natural Gas Price Forecast by Region

USD per barrel (2012) USD per MBtu (2012) 160 18

15 120 12 2.2x 6.2x 80 9

6 40 3

0 0 1990 1995 2000 2005 2010 2015 2020 2025 2030 2035 1990 1995 2000 2005 2010 2015 2020 2025 2030 2035

WEO 2013 New Policies Scenario United States Europe Japan

Source: World Energy Outlook 2013 ©OECD/IEA 2013, Fig.14.15, p.491; Fig 1.3, p.46.

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Regulatory Framework

Fiscal regimes

The fiscal framework in host countries is one of the key factors impacting oil and gas company activity, and hence spending. Norway's fiscal regime on upstream oil and gas operations is relatively straightforward, with a special petroleum and corporation tax of 78 per cent marginal rate on net operating profits. Despite the high marginal tax rate on net operating profits, the fiscal regime is regarded as attractive to explorers due to the generous allowances. Since 2005, the tax values of exploration costs for each tax year are refunded in cash in the following tax year. Therefore, the Norwegian State shares the risk of exploration to a large degree, which encourages exploration spending and facilitates new discoveries. A special uplift allowance on capital investments also decreases the tax burden. The uplift allowance equals 5.5 per cent of the cost of the investment for four years (i.e., a total of 22 per cent), and is deductible against the profit-based special petroleum tax. The uplift allowance commences from the first year of depreciation of the investment.

Stricter safety regulations for the oil and gas industry

Stricter regulations related to personnel safety on offshore platforms and environmental protection underpin the growing requirement for related capital expenditure when production infrastructure is being built as well as on-going maintenance services. Since 1980, a number of accidents have led to stricter regulations driving increase in demand for higher quality exploration and production equipment as well as on-going maintenance, including the following:

 the Alexander L. Kielland accident in Norway in 1980 with 123 fatalities led to a new offshore safety regime and increased demand for inspection, vendor surveillance, safety studies and on-going programmes for inspection, repair and maintenance (“IRM”);

 the Piper Alpha accident in the UK in 1988 with 167 fatalities led to the Lord Cullen Report (1996) requiring more attention to offshore safety, written schemes of examination, inspection and testing with independent verification from third parties and inspection and testing of safety and shutdown systems; and

 the Deepwater Horizon accident in the United States in 2010 with 11 fatalities led to stringent regulations, especially in offshore, increased IRM, testing and certification of all drilling and subsea equipment.

In June 2013, the European Union adopted a Directive on the safety of offshore oil and gas operations. The new rules aim to ensure that high safety standards will be followed at every oil and gas platform across Europe and cover the whole lifecycle of all E&P activities from the initial design phase to the final removal of an oil and/or gas installation. This more stringent regulatory environment and heightened health, safety and environment (“HSE”) legislation is expected by Management to result in increased maintenance requirements driving demand for maintenance, modifications and operations and lifecycle services.

10.1.2 E&P Spending Outlook According to Barclays Equity Research’s Global 2014 E&P Spending Survey, based on spending plans of more than 300 oil and gas companies, 2014 global E&P spending is forecasted to grow by approximately 6 per cent to a record high of USD 712 billion. This would represent the fifth consecutive year of annual worldwide spending gains since the 2009 economic downturn. In the most recent update to the survey, which was published on June 2014, the strongest gains are expected to come from North America (approximately +8.5 per cent year-on-year), where upstream activity continues to be dominated by sophisticated independents, and the Eastern Hemisphere (+16 per cent in the Middle East and +8 per cent in Asia) where NOCs and quasi-NOCs are driving activity.

Spending for European E&P companies is expected to be slightly lower in 2014 as compared to prior expectations in December 2013, largely due to lower expectations in capital expenditures growth for BG (-11 per cent change, a decrease from +4 per cent in December 2013), EnQuest, and Statoil (+1.5 per cent change, a decrease from +6 per cent in December 2013). Barclays Equity Research forecasts that European E&P companies will be challenged to increase production while lowering spending, and instead expect these companies to focus on technological improvements and technological/operational or organisational efficiency measures in the coming years in order to maximise returns from expenditures. This capital discipline is being driven by a short-term focus on cash returns due to equity market pressure and Barclays estimates investor focus and preference will ultimately shift back to production growth (from cash flow growth).

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Source: Barclays Equity Research, Global 2014 E&P Spending Update (18 June 2014).

In recent months, several large and complex projects have been delayed as a result of the focus on capital discipline, such as Browse LNG in Australia, Mad Dog II in the U.S. Gulf of Mexico, and Rosebank, Bressay and Fram in the North Sea. Other projects, such as Block 15/06 offshore Angola, Quad 204 in Scotland, Bøyla in Norway, Mariner, Montrose/Arbroath and Harris/Barra fields in the UK, have, however, been sanctioned. Separately, further evidencing the strength in the market, major offshore engineering and construction (“E&C”) contractors, such as Technip and Saipem, have announced strong order intake and record order backlogs year to date.

10.1.3 Offshore Focus According to Infield Systems, approximately 30 per cent of global oil supply was produced offshore in 2013. Offshore production is expected to continue to increase as ongoing depletion of major conventional onshore fields continues, and developing subsea processing technology helps drive investment into deepwater production, hence attracting a growing share of E&P capital expenditure.

Global Oil Production Forecast Hydrocarbon Discovery Volumes by Water Depth Mbbl/d 100% 400 100 90% 360

80 80% 320 70% 280 60 60% 240 50% 200 40 40% 160 30% 120 20 20% 80 10% 40 Percentage of volumes discovered Percentage Average discovery size(mmboe) 0 0% 0 1990 1993 1996 1999 2002 2005 2008 2011 2014E 2017E 2003 2005 2007 2009 2011 2013 Onshore Conventional NGL Shallow Water Deep Water Extra Heavy Shale Oil Onshore Shelf Deepwater Deepwater average discovery size Source: Infield Systems Oil Production Overview as of August 2014 / Wood Mackenzie as of September 2014.

The shift from shallow to deepwater E&P activity can be illustrated clearly by the number and size of offshore hydrocarbon fields coming on-stream by year. The acceleration in deepwater E&P activity started in the 1980s and the growth trend became more pronounced and gained momentum through the 1990s and 2000s.

Source: Infield Systems 2013 Subsea Market Report to 2017. Bubble sizes indicate the reserve sizes of the fields.

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With material new shallow water resources becoming harder to find and given the improvements in technology development, E&P expenditure by oil and gas companies continues the trend towards deeper water work.

According to Rystad Energy DCube (July 2014), total offshore capital expenditure is estimated to increase from USD 221 billion in 2013 to USD 330 billion in 2019, representing a compound annual growth rate (“CAGR”) of 7 per cent. Furthermore, approximately 52 per cent of total offshore capital expenditure during 2014 to 2018 is expected to target deepwater (water depth between 125 and 1,500 metres) or ultra-deepwater (water depth greater than 1,500 metres) projects. A large portion of prominent offshore projects and the vast majority of the so-called megaprojects, or projects with capital expenditure of more than USD 10 billion, are located in deepwater areas. In addition to the established deepwater regions in Brazil, West Africa and the U.S. Gulf of Mexico, the newly discovered offshore gas provinces in East Africa and the Eastern Mediterranean are also located at water depths greater than 1,000 metres.

Global Offshore Capex by Water Depth, 2009-2018 2009-2013 2014-2018

USD 882 billion USD 1,299 billion

9% 17%

48% 54% 37%

35%

Ultra-deepwater (>1,500 meters) Deepwater (125 - 1,500 meters) Shelf (<125 meters)

Source: Rystad Energy DCube database, (July 2014).

Africa and South America are the regions expected to show the strongest growth in offshore capital expenditure from 2013 to 2019, at a CAGR of 15 per cent and 12 per cent, respectively. For both regions, this is expected to mainly be due to a significant increase in capital expenditure in ultra-deepwater (more than 1,500 metres), at a CAGR of 43 per cent and 19 per cent, respectively. East Africa is also expected to emerge as a new subsea focus region due to the recent gas discoveries that are planned to come on-stream later this decade. The region is expected to see a significant increase in capital expenditure from USD 16 million in 2013 to USD 8.5 billion in 2019, with ultra- deepwater expected to represent the largest share. In contrast, deepwater (125 to 1,500 metres) is expected to be the largest component in West Africa. Within South America, Brazil is expected to remain the key driver of the offshore capital expenditure growth between 2013 and 2019, maintaining its 2013 market share of approximately 80 per cent of total capital expenditure in the region. Brazil is, therefore, expected to evidence a similar growth profile, with ultra-deepwater estimated to represent the biggest share (Rystad Energy DCube (July 2014)).

The outlook for deepwater spending outlined above is supported by Infield Systems, which sees the majority of incremental demand for subsea installations during the forecast period coming from deepwater and ultra-deepwater fields.

Furthermore, the upcoming deliveries of deepwater capable drilling units are expected to remove a key bottleneck (rig availability) to offshore developments. According to RigLogix, the global offshore competitive drilling rig fleet, including drillship, jackup and semisubmersible types, consisted of 861 units as at 13 June 2014, up from 806 units a year earlier. As at the same date, there were 122 jackup, 67 drillship, and 27 semisubmersible units under construction, or a total of 216. RigLogix estimates that a record number of units will be delivered during 2014-2015. Increases in the fleet of active drilling units capable of operating in deepwater and ultra-deepwater fields would be expected by Management to accelerate the development of offshore resources.

In addition, Management believes that the expansion of the rig fleet will likely help to lower field development costs in the coming years, given the lower cost of deepwater drilling services in the current market. With drilling accounting for approximately 40 to 50 per cent of offshore field development costs, Management expects that the expected reduction in drilling costs is likely to be a significant driver of lower overall development costs and, therefore, to contribute to improving oil companies’ return on projects.

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10.2 Subsea Reporting Segment 10.2.1 Market Overview Subsea equipment manufacturers provide subsea production hardware and SURF products to upstream oil and gas companies during the field development phase of offshore subsea developments. After the initial product delivery, the manufacturer also supports the customer with on-going lifecycle services across the life of the production system.

Subsea developments have changed greatly over the past decades from subsea wells being used to develop satellite fields tied back to fixed platforms in the 1980s, to floating production, storage and offloading units (“FPSOs”) and semi submersibles hosting the processing functions of the subsea wells in the 1990s. These new developments in the industry have helped increase the importance of subsea installations in the offshore oil and gas industry, helping subsea become one of the preferred recovery options for deepwater and harsh environment fields.

The main components of the subsea production hardware are:

 Trees: A barrier and valve arrangement attached on the top of the wellhead with the main purpose of controlling the flow of hydrocarbons from the well prior to entering the flowline system. Additional functionality is to provide facilities for chemical injections to the process flow, access to well annulus and vertical access to the well for intervention purposes.

 Controls: The hardware/software system installed on the subsea stations such as trees and manifolds to remotely operate valves, transmit data and read instruments.

 Templates: A seabed foundation providing a frame predefining the well pattern and providing defined landing slots for modules such as trees, manifolds as well as flowline and umbilical connection points/landing porches.

 Manifolds: A gathering and distribution unit that commingle/distribute flow from/to several wells to flowline(s) as well as potentially distributing controls and chemicals from umbilical to wells.

 Flying leads and jumpers: Short interconnecting lines between seabed modules that are not directly connected to each other (such as trees, manifolds and pipeline end terminations, among others).

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The components of the SURF are:

 Umbilicals: Interconnecting lines in-between seabed stations (such as trees and manifolds among others) and the topside units. The umbilical consists of a bundle of control lines (hydraulics, electrical, FO) and chemicals.

 Risers: Interconnecting lines between seabed and surface.

 Flowlines: Interconnecting lines between wellhead, subsea stations to the riser base carrying fluids naturally flowing from the well.

Source: Company.

10.2.2 Market Outlook Increased subsea equipment spending is expected to be driven by the following four main factors:

 a progressive move towards the development of deepwater resources, reflecting exploration success;

 development of new production technologies that facilitate subsea field designs;

 a material increase in the fleet of floating rigs capable of deepwater and ultra-deepwater work; and

 development of fields in harsh environments and remote locations.

As shallow water opportunities become increasingly scarce, and production from existing fields continues to decline, the development of deepwater resources has accelerated. Subsea hardware allows operators to limit the need for

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deck space on floating production platforms and enables greater flexibility in the field development plan, particularly where the production from multiple fields is collected at a central facility.

The subsea equipment market has seen substantial technological progress in recent years leading to the development of hardware to withstand higher pressures and more challenging subsea developments. This has enabled cost- effective production to develop from previously uneconomic fields as well as from challenging reservoirs such as offshore gas, heavy oil and those with high levels of produced water.

According to Rystad Energy DCube (May 2014), the global subsea equipment spending is expected to reach a total of USD 92 billion for the five year period between 2013 and 2018, representing a CAGR of approximately 14 per cent.

Global Subsea Equipment Spending, 2013-2018

USD 92 billion 2013-2018 CAGR: 13.7%

South America Africa 18% 23% 22.4% 26.8%

North America 16% 5.1% Asia Pacific / Middle East 23% North Sea / Europe 9.6% 21% 7.5%

Source: Rystad Energy DCube, May 2014.

According to Rystad Energy DCube (May 2014), the global subsea equipment spending between 2013 and 2018 is expected to be the largest in Africa (USD 21 billion), Asia Pacific & Middle East (USD 21 billion) and North Sea & Europe (USD 19 billion). South America and North America are also expected to remain important offshore markets, accounting for USD 16 billion and USD 15 billion, respectively, of the global subsea equipment spending between 2013 and 2018. The high level of expenditure in Africa is expected to be driven by strong activity in the traditional West African offshore oil provinces as well as East African offshore gas developments starting in Mozambique.

Subsea Equipment Spending by Region, USD million

2013-2018 Region 2013 2014 2015 2016 2017 2018 CAGR Africa 1,763 2,120 2,856 3,565 4,623 5,786 26.8% Asia Pacific / Middle East 2,831 3,016 3,546 3,567 3,668 4,471 9.6% North Sea / Europe 2,774 3,285 2,594 2,925 3,589 3,983 7.5% North America 2,538 2,350 2,093 2,206 2,116 3,252 5.1% South America 1,533 1,880 2,421 2,876 3,525 4,213 22.4% Total 11,439 12,651 13,509 15,138 17,521 21,707 13.7% Source: Rystad Energy DCube, May 2014.

Umbilicals

Within the global subsea equipment spending, Steel Tube Umbilicals (“STU”) demand is expected to grow at a CAGR of 12 per cent between 2013 and 2018 (Quest Offshore, Quest Subsea Production Umbilicals Database (June 2014)). The North Sea remains a key market, Asia-Pacific and the United States are considered as potential regions for further expansion, and Africa is viewed as a major growth market.

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Steel Tube Umbilicals Global Demand by Region USD million, km 1,250 2,000

1,000 1,600

750 1,200

500 800

250 400

0 0 2010 2011 2012 2013 2014 2015 2016 2017 2018 Africa / Med. Asia Pacific North Sea North America South America STU total global length

Source: Quest Offshore, Quest Subsea Production Umbilicals Database (June 2014).

Subsea Factory

The Subsea Factory concept marks the evolution of advanced subsea technologies, such as boosting and separation, some of which are already in use today, into a full life of field concept that combines subsea hardware, subsea processing and the sub-surface management of reservoir performance, with an overall aim of increasing hydrocarbon recovery from subsea fields. A subsea processing system can include the following components: subsea boosting, subsea separation, subsea compression and subsea water re-injection.

Adoption of New Subsea Technologies

40 35

30

20 12 10 3 5 0 Compression Water re- Separation Boosting injection

Number of Projects (up to 2013)

Source: Frost & Sullivan, Changing Tides in Global Offshore Oil and Gas Production: Subsea Automation Opportunities at the Ocean Floor, March 2014.

Using subsea processing in a deepwater development can have significant positive impact on field economics, which is expected to drive future demand. According to Management estimates, to obtain a 10 per cent internal rate of return (“IRR”) on a USD 100 million boosting system, an operator would need to obtain approximately USD 12 million per year in incremental production, assuming 20 years of remaining field life. At a price of approximately USD 100 per barrel, this implies an incremental increase of approximately 120,000 barrels, or approximately 330 barrels per day, which is a small percentage of current production from typical deepwater wells, and well below the increased production generally expected with these systems.

Given subsea processing effectively reduces needs for larger production platforms, in addition to the production economics, the Subsea Factory approach has additional potential benefits such as improved HSE and reduced capital and operating expenditure requirements, including the decreased crew and utility costs. Driven by these benefits, Frost & Sullivan estimates that the subsea production and processing equipment market will grow (CAGR of 13 to 22 per cent from 2013 to 2020) as the technology continues to gain acceptance.

The New Aker Solutions Group’s SUB business area has been involved in the development of subsea process solutions such as boosting, compression and enhanced oil recovery (“EOR”), and is one of the two leading suppliers of complete subsea systems, including umbilicals, in the market (Management estimates). The next steps in developing the Subsea Factory concept will be to integrate the management of subsea hardware, wellstream production performance and reservoir performance into an all-field systems solution. This Subsea Factory theme will require high competence in advanced subsea process systems, control systems, flow measurement and management, and large scale engineering and project management, which Management believes are key strengths of the New Aker Solutions Group. An important step in developing this approach has already been taken by New Aker Solutions in the form of its Subsea Production Alliance (as defined and further described in Section 11.5.2 “Business Overview—The New Aker Solutions Business—Subsea (SUB)—Alliance with Baker Hughes”) with Baker Hughes. This seeks to combine Baker Hughes’ sub-surface capabilities with New Aker Solutions’ subsea expertise, linking subsea hardware with ESPs

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(electrical submersible pumps), well intervention and completion technologies, and in the longer term with the full suite of real-time downhole measurement tools.

Source: Company.

10.2.3 Competitive Landscape The main suppliers of subsea production and processing hardware are New Aker Solutions, Cameron, Dril-Quip, FMC Technologies and GE Oil & Gas. Cameron operates in the subsea market through OneSubsea, a joint venture with Schlumberger.

The main participants in the STU market are New Aker Solutions, Nexans, Oceaneering and Technip.

10.3 Field Design Reporting Segment The field design market provides engineering related services to upstream oil and gas companies across the lifecycle of a hydrocarbon field. The following chart illustrates the New Aker Solutions Group’s focus areas through its ENG and MMO business areas:

Operations & Maintenance Front end Detail Hook-up and De- FEED Procurement Construction Installation studies engineering Commissioning Facility commissioning Upgrades

Exploration & Concept Com- Feasibility Screening Feasibility Engineering Procurement Construction Installation appraisal selection missioning

Engineering scope MMO scope 10.3.1 Engineering 10.3.1.1 Market Overview Engineering services for the oil and gas industry include field development solutions, ranging from feasibility studies to the design and project management of the construction of complex fixed and floating facilities. The New Aker Solutions Group’s engineering services offering includes:

 Project management: project management assistance as a part of large contracts;

 Front-end studies: feasibility studies, field planning, concept screening and selection, concept definition and execution strategy;

 Front-end engineering design (FEED): development of the chosen concept and defining project requirements for further engineering, procurement and construction of facilities;

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 Detail engineering: identification of project requirements, selecting and integrating various design elements based on cost optimisation criteria, risk and hazard reviews, maintenance and operational optimisation assessments, development, finalisation and construction of the chosen design; and

 Engineering and Procurement services: Detail facility engineering, procurement services (procurement of materials, labour and subcontractors) and execution management assistance.

10.3.1.2 Market Outlook Rystad Energy DCube (January 2014) estimates that global offshore engineering capital expenditure will be approximately NOK 59 billion (approximately USD 10 billion) in 2014. Key investment regions are considered to be South & East Asia, West & East Africa and the North Sea, accounting for approximately 25 per cent, 16 per cent and 16 per cent, respectively, of the forecast 2014 global offshore engineering capital expenditure.

Between 2014 and 2019, the global offshore engineering market is forecasted to grow at approximately 10 per cent CAGR to reach approximately NOK 95 billion (approximately USD 16 billion) by 2019. The growth is forecasted to be driven by large North Sea developments expected to be sanctioned in the next one to three years, new discoveries offshore North America (especially Canada) and upcoming projects in West and East Africa and Brazil. These regions are expected to account for approximately 10 per cent, 9 per cent, 13 per cent and 8 per cent, respectively, of total global offshore engineering capital expenditure between 2014 and 2019. In the Middle East, major offshore development projects are expected by Management to start from 2017. The offshore market is forecast to be relatively flat in Australia, but a high potential remains in the future development of large gas fields.

Source: Company estimates based on Rystad Energy DCube January 2014.

According to Energy Maritime Associates (“EMA”) Floating Production Systems Report as of the second quarter of 2014, the current floating production systems order backlog, a key driver of the engineering market, consists of 62 production floaters, 10 floating storage and offloading units (FSOs) and four mobile offshore production units (MOPUs). Of the 62 production floaters on order, 18 units are being built for use offshore Brazil, representing 29 per cent of the order backlog, nine units are for Northern Europe, eight units are for Africa, seven units are for Southeast Asia and five units are for the U.S. Gulf of Mexico.

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Floating Units On Order by Region

7 4 5 2 111 1 1 1 11 1 TLP Spar FSO Semi FSO Spar Semi FSRU FPSO MOPU FPSO FPSO FSRU

Speculative

North Sea

Mediterranean China GOM Caribbean SE Asia Africa SW Asia/ME Brazil South America ex Brazil Australia/NZ

18 6 5 3 3 2 2 2 1 11 1 1 1 111 TLP TLP FSO Semi FLNG FPSO FSRU Barge FPSO FLNG FSRU FPSO FPSO FLNG Barge FPSO MOPU

Source: EMA.

EMA identifies 228 projects in the appraisal (68), planning (89), or bidding/final design (71) stages that would potentially require a floating production or storage system. Africa is viewed to be the most active region for future projects, with 46 potential floater projects in the planning cycle, mainly in Angola, Nigeria and Ghana. Next is Brazil with 42 projects, followed by South East Asia with 38 projects, Northern Europe with 23 projects and the U.S. Gulf of Mexico with 22 projects. In terms of the absolute potential number of floating production units, Brazil is the clear leader as some Brazilian developments require multiple units, particularly to develop the giant Santos basin presalt fields.

Outlook for Norwegian offshore green field developments

Norway enjoyed a high level of exploration activity between 2008 and 2013, resulting in major discoveries such as Johan Sverdrup (2010) in the North Sea and Johan Castberg (2011) in the Barents Sea, which show that the mature areas on the NCS potentially contain significant undiscovered assets. This has helped to maintain substantial interest in the Awards in Pre-defined Areas (“APA”) rounds at record levels, with a total of 65 new production licences distributed among 48 companies. Thirty-eight of the awards are in the North Sea, 19 are in the Norwegian Sea and eight are in the Barents Sea.

Spudded Exploration Wells (1970–2013) Number of Exploration Wells Spudded 70 60 50 40 30

20

10 0 1970 1975 1980 1985 1990 1995 2000 2005 2010 Wildcat Wells Appraisal Wells Source: Norwegian Petroleum Directorate, Facts 2014 report.

Recent exploration and appraisal success supports the pipeline for new developments on the NCS, driving demand for New Aker Solutions Group’s engineering services. According to the Facts 2014 report, 13 fields are currently being developed on the NCS and the authorities expect to receive plans for development and operation for an additional 13 fields over the next few years. Beyond these projects, 75 discoveries, most of which are small are currently being considered for development.

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10.3.1.3 Competitive Landscape According to Management estimates, the New Aker Solutions Group is a well-established operator in engineering on the NCS and the Group has been involved in approximately 80 per cent of all NCS fields. Other engineering companies in the region include Technip, CB&I, Wood Group and Aibel.

The global competitive landscape is fragmented with no clear dominant player. The New Aker Solutions Group competes with a number of engineering companies including Wood Group, Amec, KBR, WorleyParsons and Technip.

10.4 Maintenance, Modifications and Operations 10.4.1.1 Market Overview Maintenance, modifications and operations for upstream oil and gas companies include services and solutions for producing hydrocarbon fields. The New Aker Solutions Group’s MMO business area’s offering includes:

 Major modification and E&C frame agreements: solutions approach from concept through Engineering, Procurement, Construction, Installation & Commissioning (EPCIC) delivery. Elements include process improvements, tie ins, drilling upgrades, water and gas injections and low pressure production;

 Offshore modifications and hook-ups: Modification of existing facilities and connection of topsides and modules to platform/jackets, specialised area with a focus on the UK and the NCS;

 Front-end engineering: concept screening and development for maintenance, modifications and operations projects;

 Fabrication: fabrication yards servicing maintenance, modifications and operations, subsea and new build projects;

 Asset integrity management: inspection execution and maintenance planning with niche specialist services; and

 Decommissioning: technologies and methods to demolish complex topsides offshore.

10.4.1.2 Market Outlook The maintenance, modifications and operations market is highly fragmented and regional, with few truly global players. According to Rystad Energy DCube (September 2014), the international maintenance, modifications and operations market is forecast to amount to approximately NOK 200 billion (approximately USD 33 billion) in 2014, with key regions expected to be the mature areas of the UK and Norway, representing approximately 20 per cent of the total market combined.

According to Rystad Energy DCube (August 2014), between 2014 and 2019, the main maintenance, modifications and operations regions are expected to remain flat. Certain regions, such as Norway, are currently seeing reduced spending and delayed maintenance work as operators deal with high costs and cash flow constraints, but a rebound is generally expected after 2016 driven by hook-ups and delayed modification projects. Brunei (approximately 15 per cent CAGR), Australia (approximately 4 per cent CAGR) and Atlantic Canada (approximately 2 per cent CAGR) are expected to grow between 2014 and 2019. The UK is expected to decline at approximately 3 per cent CAGR, while Norway is expected to remain flat.

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Source: Rystad Energy DCube August 2014, Management’s commentary.

Norwegian Continental Shelf

The NCS is the key domestic market for the MMO business area and represents its core region of operations. Rystad Energy DCube (August 2014) estimates that the size of the NCS MMO market in 2014 will be approximately NOK 21 billion (approximately USD 3.6 billion). Although in the short term the market is expected by Management to be characterised by increased competition and margin pressure as major operators react to conserve capital, the medium- to long-term outlook is expected to be positive: spending expected to reaccelerate in 2016 and 2017, driven by major estimated upcoming modification projects in the pipeline (with the top 5 projects representing a total award size of approximately NOK 10 billion). Based on the current market outlook, the maintenance and modifications segment is expected by Management to be one of the leading growth areas on the back of lifetime extension programs and ageing installations.

NCS MMO Market Outlook Estimated NCS Spend on Modification Projects Currently in the Pipeline

NOK million NOK million 30,000 8,000

25,000 6,000 20,000

15,000 4,000

10,000 2,000 5,000

0 0 2013 2014 2015 2016 2017 2018 2019 Rest of 2014 2015 2016 2017 Market – Rystad Market – Management estimate Project A Project B Project C … Source: Management estimates, Rystad Energy DCube (August 2014) / Management estimates.

Note: The estimated spend on modification projects is uncertain and reflects Management’s current view (which can change over time).

10.4.1.3 Competitive Landscape The New Aker Solutions Group holds a market share of approximately 35 per cent in the NCS maintenance, modifications and operations market according to Management estimates based on total revenues, with Aibel being its closest competitor. In the UKCS, the New Aker Solutions Group mainly competes with Wood Group, AMEC and Petrofac.

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The New Aker Solutions Group’s MMO business area is present in additional regions, including Canada, India, Malaysia and Australia and competes with Wood Group and AMEC-Black & McDonald in Canada; Ranhill-WorleyParsons, Technip and Petrofac-RNZ in Malaysia; and Transfield-WorleyParsons, Wood Group and Clough-AMEC in Australia.

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11. BUSINESS OVERVIEW This Section provides an overview of the business of the New Aker Solutions Group. The following discussion contains forward-looking statements that reflect the Company’s plans and estimates; see Section 4.2“General Information— Cautionary Note Regarding Forward-Looking Statements”. You should read this Section in connection with the other Sections of this Prospectus, in particular the risks in Section 2 “Risk Factors”, the information about Financial Information, Non-IFRS Financial Measures, Sources of Industry and Market Data, Information regarding New Aker Solutions and the New Aker Solutions Group and Certain Other Information in Section 4.1 “General Information— Presentation of Financial and Certain Other Information” and Section 9 “Operating and Financial Review”.

11.1 Introduction The New Aker Solutions Group provides subsea systems and equipment and offshore engineering services to the upstream oil and gas industry.

The Group’s products and services are primarily used in offshore development as well as offshore operation of oil and gas production infrastructure. During the development phase, the Group provides detailed engineering services as well as subsea systems and equipment, and during production the Group provides maintenance, modification and operation services as well as aftermarket services on installed equipment.

The New Aker Solutions Group’s main customers are IOCs, NOCs and Independents around the world.

As at 30 June 2014, the New Aker Solutions Business had approximately 20,680 employees (including approximately 16,287 own employees and 4,393 contractors). The employees of the New Aker Solutions Group have a wide range of qualifications and competences, including extensive and valuable experience within engineering, manufacturing, fabrication and project management. Approximately 54 per cent of these employees are located in Norway, with the remaining 46 per cent working in the rest of the world, including the UK, Malaysia, India, Brazil, Canada and the United States. In total, the New Aker Solutions Group has operations in 44 locations in 18 countries world-wide, with its head office at Fornebu, which is close to Oslo in Norway.

Upon the completion of the Demerger, the New Aker Solutions Group will be organised in two main reporting segments, Subsea and Field Design, with the business being carried out within four business areas: Subsea (SUB) and Umbilicals (UMB) within the Subsea reporting segment, and Maintenance, Modifications and Operations (MMO) and Engineering (ENG) within the Field Design reporting segment as illustrated below.

The Subsea business of the Group has global operations with a well-established presence in the North Sea (Norway and the UK), Brazil, North America, Malaysia and West Africa and the Field Design business has a strong market position in the North Sea and important operations in Canada and Brunei and also has engineering centres in India and Malaysia. As part of the New Aker Solutions Group’s strategy, the Group will aim to increase its Field Design reporting segment’s presence in other major global offshore regions, including Asia-Pacific.

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The following table sets forth certain financial information for each business area for the six months ended 30 June 2014:

For the six months ended 30 June 2014 (Unaudited) NOK million SUB UMB ENG MMO Operating revenue and other income ...... 7,506 1,215 1,766 5,129 Operating profit before depreciation, amortisation and impairment ...... 778 103 175 226 Operating profit (EBIT) ...... 579 77 162 201 EBITDA Margin ...... 10.4% 8.5% 9.9% 4.4% EBIT Margin ...... 7.7% 6.3% 9.2% 3.9% ______

See Section 8 “Selected Combined Carve-Out Financial Information” and 9 “Operating and Financial Review” for further historical results of operations of the New Aker Solutions Group.

11.2 History The history of the New Aker Solutions Group can be traced back to 1841 when the company Aker established a small mechanical workshop for ship building on the banks of the Aker River in Oslo, Norway. In 1853, Kværner Brug was founded nearby. In the 1960s, oil companies discovered oil and gas in the North Sea and Aker engineers shifted their focus to these offshore oil and gas fields. During the 1970s, Aker became a pioneer in the development of subsea fields, floating production concepts, horizontal wells and other facilities in the region. Throughout the 1980s and 1990s, Aker continued expanding through acquisitions of related business, and in 1991, Aker constructed the world’s largest offshore oil and gas platform, Troll A. In 2002, Aker Maritime ASA merged with Kværner ASA creating an industrial company with activities in oil and gas, engineering and construction, pulp and paper and shipbuilding under the name Aker Kværner and with Aker ASA as a leading shareholder. By 2007, Aker Kværner had divested its pulp and paper and shipbuilding businesses, and concentrated on the oil and gas business, as well as providing process and construction services for the downstream, chemicals and mining industries. In 2007, Aker ASA and the Norwegian government entered into an agreement to own jointly the controlling 40.27 per cent stake in Aker Kværner. Aker Kværner changed its name to Aker Solutions in 2008. In recent years, the Existing Aker Solutions Group has completed a number of important transactions as a part of the Existing Aker Solutions Group’s strategy to streamline the business and allow a more focused strategy and effective management, facilitate realisation of operational synergies and create a more powerful organisation and, thereby, creating the New Aker Solutions Group. These transactions are described in Section 5.1 “The Demerger; Admission to Trading of the Shares—Background and Reasons for the Demerger and the Listing”. 11.3 Competitive Strengths The New Aker Solutions Group provides subsea systems and equipment and offshore engineering services to the upstream oil and gas industry. Management expects that after the Demerger, the New Aker Solutions Group will be streamlined and capital disciplined. Management further expects that the Group will be well positioned for improved earnings predictability and competitive return on capital. Management believes that the following are among the New Aker Solutions Group’s key strengths: A world-wide supplier in the growing subsea systems and equipment, and offshore engineering markets Based on its expertise gained from approximately 40 years of experience in the oilfield services industry, the Group has established strong market positions across its key businesses. In Subsea, the Group has a 46 per cent market share in subsea controls (based on controls awarded for the period 1 January 2013 to 30 June 2014 according to Quest Offshore, Quest Subsea Database (August 2014)). The Group also has a 30 per cent market share in the global subsea trees market (based on number of trees and by awards for the period 1 January 2013 to 30 June 2014 according to Quest Offshore, Quest Subsea Database (August 2014)) and, based on Management estimates, has strong positions in open water workover systems and standalone tie-in equipment. In Field Design, according to Management estimates, the Group is a leading operator on the NCS, having been involved in approximately 80 per cent of its offshore fields, and holds a market share of 35 per cent in the NCS maintenance, modifications and operations market based on total revenues. Management believes that the Group’s MMO business area also has strong growth prospects outside of the NCS. The Group’s market positions are supported by the Group’s continuous focus on technological innovation to develop solutions to meet its customers’ challenges. Management believes that the Group is widely recognised for its

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expertise in more complex developments in harsh environments and ultra-deepwater, in addition to its ability to integrate field design, reservoir understanding and subsea design and its presence in key offshore regions. The Group counts all of the IOCs as well as certain NOCs and Independents among its customers. Management believes that one of the New Aker Solutions Group’s key differentiating capabilities is its presence in multiple offshore disciplines, such as engineering, hardware, fabrication, services and project management, which offers significant commercial and technological synergies and positions the Group favourably to deliver complex projects including developing the Subsea Factory concept. The concept of Subsea Factory is the evolution of advanced subsea technology, such as boosting/separation, into a full life of field set-up that combines hardware, processing and the sub-surface management of reservoir performance, see further information in Section 10.2.2 “Industry and Market Overview—Subsea Reporting Segments—Market outlook—Subsea Factory”. The New Aker Solutions’ Subsea Production Alliance (as defined below in Section 11.5.2 “Business Overview—The New Aker Solutions Group—Subsea (SUB)—Alliance with Baker Hughes”) with Baker Hughes is an important step in further developing New Aker Solutions product portfolio set by combining the subsea equipment and systems expertise of the Group with the completions and artificial lift capability of Baker Hughes to deliver reliable, integrated in-well and subsea production solutions. Management believes that the Group’s capabilities and competitive strengths position it well to take advantage of the growth trends in offshore oil and gas spending, driven by the significant pipeline of offshore developments seen across the industry at the low end of the cost curve driven by the discovery of giant offshore fields. According to Rystad Energy DCube (July 2014) database, total offshore capital expenditure is expected to grow at a CAGR of 7 per cent between 2013 and 2019, with New Aker Solutions mainly operating in the faster growing segments, including deepwater, which is expected to grow at CAGR 9 per cent over the same period. Well positioned for revenue growth underpinned by a strong existing order backlog and increased capacity, despite signs of shorter-term exploration and production spending slow down Management believes that the New Aker Solutions Group is well-positioned to realise revenue growth over the medium term, driven by the expected strengths in the Group’s underlying end markets discussed above and, importantly, underpinned by the Group’s order backlog, which reached approximately NOK 54 billion as at 30 June 2014. In addition to the contracts in the Group’s order backlog, the Group’s growth outlook and revenue visibility is expected by Management to be supported by framework agreements such as the Johan Sverdrup contract, which Management expects to generate up to 10 years of engineering workflow, as well as life-cycle services. To support this growth, the Group has in recent years been and is currently undertaking capacity expansion projects, which Management expects will approximately double the Group’s effective manufacturing capacity in subsea tree equivalent terms as compared to 2012 levels by 2016. The expansion projects include the Group’s manufacturing bases in Norway (Tranby) (which was completed in 2014), Brazil (São José dos Pinhais (replacement of Curitiba)) (which is expected to be completed in the third quarter of 2015), and Malaysia (Port Klang) (which was completed in 2014) and a number of subsea servicing facilities around the world. In addition, the ENG business area recently expanded its capacity in London. As part of this process, the Group is also improving its standardisation of tools and machinery to enable better balancing of plant utilisation on a worldwide basis, thereby improving productivity and the Group’s ability to execute major projects on schedule. Well positioned for gradual margin expansion driven by improved project and service mix, order backlog quality, operational leverage and significant cost efficiencies Management believes that there are three key drivers for the gradual expansion of the Group’s margins: 1. Improved project and service mix: In line with its competitors, the Group generates a portion of its revenue from the provision of higher margin aftermarket services on installed equipment. Management believes that the Group has a relatively young installed base of equipment and expects to see increased revenue from aftermarket services as the equipment base matures and moves into the maintenance period of its life-cycle. 2. Improved order backlog quality: Quality of the Group’s order backlog improved between 2011 and 2013 with certain low/zero-margin Brazilian subsea contracts well progressed or having largely been completed and replaced by contracts with higher margins. Furthermore, given that a large share of current orders are based on repeat business involving proven equipment designs, Management believes that the Group’s current order backlog presents a lower execution risk profile than in previous years. 3. Operational leverage and cost efficiencies: Management believes that the Group’s operational leverage will drive margin improvement as the Group’s revenues increase compared to its fixed cost base. In addition, Management is focused on execution discipline to deliver contracts at or below budget and on schedule. The on- going cost savings programmes (as further described in Section 9.2.3 “Operating and Financial Review—Key Factors Affecting the New Aker Solutions Group’s Results of Operations and Financial Condition—Implementation of cost efficiency measures”) are also expected by Management to improve margins by centralising activities and optimising the supply chain. Through its use of contractors and sub-contractors the Group aims to maintain a flexible cost base.

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The Group aims to move towards peer group margin in the SUB and UMB business areas and expects margin improvement in the ENG business area and a gradual recovery in the MMO business area. Management’s targeted ROACE for the SUB business area over the medium term is an average level of 20 to 25 per cent. In addition, the Group has balanced exposures to capital and operating expenditure driven end markets, as approximately 45 per cent of the Group’s revenue came from operating expenditure exposed contracts while approximately 55 per cent came from capital expenditure exposed contracts for the year 2013. Furthermore, within capital expenditure driven end markets, most revenues are linked to the development and production phases of oil and gas fields, which are typically less volatile than revenues linked to exploration. In addition, Management believes that the expected increase in life-cycle services revenues will further support the resilience of the Group’s revenues. The expected gradual shift in the Group’s margins discussed above is expected by Management to be complemented by a relatively low risk revenue mix. In line with industry practice, the majority of Field Design projects are executed on a cost reimbursable basis while the majority of Subsea revenues represent product and system sales under fixed- price contracts. Well positioned to grow and provide attractive shareholder returns with a potential for higher return on capital coupled with enhanced capital discipline With a ROACE of 20.1 per cent in 2013, the New Aker Solutions Group has an inherently high return business compared to its subsea equipment peer group. This is primarily driven by higher return from the less capital intensive Field Design businesses complementing the Subsea business, which has returns broadly in line with its peers. Management expects the returns profile for the Group to improve over the medium term as the capacity expansion projects in the SUB business area are commissioned and ramp up to full utilisation. The Group’s Management team is focused on improving the returns profile of all of the Group’s businesses, which Management expects will provide the Group with the flexibility to maintain a strong balance sheet and invest in growth. New Aker Solution’s intention is to distribute dividends such that the average dividend payments, over time, should amount to between 30 and 50 per cent of Group’s profit for the period, either through cash dividend and/or share buy-back. In addition, Management is focused on capital discipline with a leverage target of 1.0x (leverage defined as Net financial debt/operating profit before depreciation, amortisation and impairment) and a projected internal rate of return minimum limit for new investments of 15 per cent based on Management’s estimated cost of equity. Focused business led by experienced operational management Management expects that after the Demerger, the Group will have more streamlined operations and will be more focused on a customer group of key oil and gas exploration and production companies, key offshore markets, and the development of technologies and solutions for offshore applications within the Subsea and Field Design reporting segments, underpinned by a disciplined approach to capital management. Management expects that the more limited scope of the Group’s operations after the Demerger will benefit the Group by enabling improved project and execution risk controls, strong governance, as well as accurate budgeting and forecasting, with minimal distraction from the restructuring or divestment of non-core businesses. Management also expects that the Demerger will result in the Group being more transparent and easier to manage, and, therefore, enable a more efficient allocation of resources. The New Aker Solutions Group’s experienced Management team has an extensive track record and a strong operational background from their respective businesses and regions, and Management believes that after the completion of the Demerger, it will be uniquely positioned to utilise strengths and synergies across the business areas. The Group’s Management has significant industry experience with an average of 24 years in the oilfield services industry. For further information about the Management’s background and experience, see Section 13.2.2 “Board of Directors, Management and Corporate Governance—Board of Directors and Management—Management”. 11.4 Strategic Objectives Management sees the Group’s primary aim as growing shareholder value while maintaining prudent levels of gearing and generating high returns on capital employed by expanding its position (as further outlined in Section 11.3 “Business Overview—Competitive Strengths” and Section 10 “Industry and Market Overview”) in the subsea systems and equipment and offshore engineering markets and continuing to supply high quality products, systems and services to its customers. The Group intends to accomplish its aim by capitalising on the estimated long-term industry growth trends and focusing on the following strategic objectives:

Being the preferred partner through achieving the highest levels of safety and performance

The New Aker Solutions Group aims to leverage its extensive offering of products and solutions, which extends from early conceptual and design studies through to life of field support and modifications, to be the preferred partner in

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the subsea systems and equipment and offshore engineering markets. Management believes that continued innovation is important to the Group’s competitive and technology leadership positions and, therefore, the Group aims to proactively identify new technology and product solutions building on its knowledge of the market and customer needs. The Group aims to enhance its innovation level through a culture of knowledge sharing and further development of recognised industry expertise, which, in turn, Management expects will enable the Group to find cost effective solutions for the Group and its customers. The Group also aims to establish strategic cooperation with key customers on markets, technologies and products when Management believes it would facilitate the Group’s strategic objectives.

As the New Aker Solutions Group depends on its employees to innovate and provide products and services to its customers, the Group aims to become the preferred employer in the oil and gas service industry. As part of this aim, the New Aker Solutions Group also aims to be at the forefront with regards to HSE culture and performance, and has a goal of zero serious incidents in its entire value chain (including suppliers, sub-contractors and others). For further information about the Group’s HSE focus, see Section 11.14 “Business Overview—Health, Safety and Environment”.

Through the initiatives mentioned above, the Group aims to enhance its reputation as a high quality supplier with high customer satisfaction.

Continue to focus on the offshore deepwater, subsea and harsh environment markets

As a result of the estimated increase in long-term demand for oil and gas and the depletion of existing reservoirs, Management expects that offshore oil and gas activities will continue to move increasingly towards harsher environments and deeper waters. The increasing complexity and reliance on the offshore oil and gas producing segment for production growth is expected by Management to drive the demand for the New Aker Solutions Group’s key technologies, engineering and project management, as well as to allow the Group to differentiate itself and to grow its market shares.

The Group aims to become a player in the evolving Subsea Factory concept. By fully utilising its project management and engineering capabilities, as both a designer and integrator, the Group aims to deliver projects of high technical complexity, thereby differentiating itself from its competitors. The Åsgard subsea compression, which was the world’s first full-scale subsea gas compression unit, is a recent example of the Group’s ability to deliver new technology through the combination of skills and experience across the Group’s business areas. For a further description of this project, see Section 11.5.2 “Business Overview—The New Aker Solutions Business—Subsea (SUB)”.

The Group aims to further develop and strengthen its subsea business through strategic alliances and partnerships, such as the Subsea Production Alliance with Baker Hughes. For further information about the Subsea Production Alliance, see Section 11.5.2 “Business Overview—The New Aker Solutions Business—Subsea (SUB)”.

Pursue disciplined growth organically, maintaining and expanding the Group’s worldwide presence

The New Aker Solutions Group aims to expand organically within both the Subsea and Field Design reporting segments through development of new products/technologies and expansion of production capacity, and also intends to enter new geographic markets by pursuing a disciplined growth strategy, which may be achieved independently or through joint arrangements or alliances with local partners in order to reduce risk and leverage partners’ expertise in operating in these markets. The Group intends to capitalise on the cross selling opportunities and operational synergies achieved from working with projects at various development stages when prioritising current or future markets.

The New Aker Solutions Group aims to grow by balancing the need to protect and enhance the Group’s position within the NCS with international expansion in areas and markets with higher growth expectations, such as Brazil, and to expand market footholds within areas such as West Africa, Middle East and North Africa, Asia-Pacific and the U.S. Gulf of Mexico. Management believes that expanding beyond the Group’s home market, the NCS, in a controlled manner will allow the Group to achieve its growth objectives. As the Group expands geographically, Management expects markets outside of the NCS to become increasingly important and that the Group’s business in such markets will grow at a faster rate than on the NCS. For example, the SUB business area already has a global operation and a well-established presence in Brazil, North America and West Africa in addition to the North Sea, which has contributed to the SUB business area’s revenues. New Aker Solutions’ ambition is to increase the Group’s global footprint by targeting selected regions for typical brownfield portfolio contracts, continuing growth on the East Coast Canada and the UK and further developing the Group’s position in Southeast Asia. Management expects that the MMO business area will derive more than 30 per cent of its revenues from outside of Norway by 2016/2017, as compared to 16 per cent in 2013, 10 per cent in 2012 and 12 per cent in 2011.

The New Aker Solutions Group aims to leverage its regional management structure to develop closer and more proactive customer relationships, improving its market share, customer satisfaction, improving the Group’s human resource base and generating repeat business from its customer base. Through geographic expansion, the Group aims

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to provide sustainable, high quality and cost competitive local content to support the Group’s key clients globally while, at the same time, supporting local governments and populations where the Group operates and thereby building a foundation for more effective and profitable operations in such countries going forward.

The New Aker Solutions Group also aims to selectively pursue acquisitions that complement the Group’s product and service offerings and geographic footprint, with a focus on businesses that would enhance the Group’s existing portfolio and benefit from the Group’s global presence and industrial capabilities.

Achieve a balanced portfolio that includes a diversity of customers, regions and a strong contract mix

The New Aker Solutions Group intends to focus on building long-term relationships with a diverse range of oil and gas companies that can benefit from the Group’s broad product and service offering. The New Aker Solutions Group aims to continue to work with a wide range of customers, including IOCs, NOCs and Independents.

Management believes that overseas markets will become increasingly important for the Group as the Group expands internationally. The Group aims to invest in a wider customer base and a wider market presence, which Management believes will position the Group to benefit from the international growth plans of the Group’s customers and will reduce the Group’s dependence on the NCS and other regions that it currently serves.

The Group intends to continue to focus on maintaining a balanced contract portfolio by having medium- to long-term contracts in its contract portfolio with the aim of enhancing the predictability and reliability of revenues and cash flows. This allows for the flexibility to also pursue higher margin and shorter-term projects, such as specialist services, single product orders and service rental contracts, as well as to follow new opportunities within existing businesses. The Group also intends to continue focusing on reduction of contract portfolio risk through active management of the balance of product sales, service revenues and cost plus reimbursable contracts.

Operational excellence delivered through high quality execution, synergy realisation and cost effectiveness complemented by capital discipline

The Group aims to gain an international reputation for delivering high quality products and services on time and on budget, which requires a strong project execution discipline. The Group is focused on its institutional know-how, methods (such as split location working model), and strict project execution procedures (with high quality local delivery and customer interaction) in order to achieve its aim.

The Group aims to realise revenue synergies between the different business segments through early identification of customer needs and cross selling based on the Group’s front end capabilities and/or combined offers.

The Group aims to improve cost effectiveness through a combination of cost saving initiatives and increasing operational leverage as the Group targets uniform projects, long-term contracts and growth in its existing geographies. Identified cost savings initiatives include centralisation of activities and supply chain optimisation. The Group has an on-going project to systematically and strategically develop a supply chain, including supplier qualification, supplier performance monitoring and improvement, and achieving better terms from suppliers through consolidating orders within the Group and other means. Furthermore, Management expects that the Demerger will allow the Group to continue to identify and realise synergies related to standardisation of procedures, technology, systems and controls.

The Group aims to take a disciplined approach to making new investments (the Group uses a projected internal rate of return limit for new investments of 15 per cent based on Management’s estimated cost of capital) and financing those investments, evidenced by the Group’s gearing policy (i.e., to have a net financial debt/average operating profit before depreciation, amortisation and impairment of 1x).

11.5 The New Aker Solutions Business 11.5.1 General There are varying levels of integration between the four business areas SUB, UMB, ENG and MMO based on where the Group’s expertise and products can be used to complement each other. For example all of the Group’s business areas are cooperating in the development of the Subsea Factory concept (see further description in Section 10.2.2 “Industry and Market Overview—Subsea Equipment Market—Market Outlook”).

The Group’s Management coordinates activities within the business areas and on a regional level on an on-going basis to allocate capital and other resources required to achieve the targets set out in the business plan for the Group and each business area. The performance of each business area is measured, inter alia, by operating profit before depreciation, amortisation and impairment (for reporting purposes defined as EBITDA )and EBIT. Performance will primarily be reported for the two main reporting segments Subsea and Field Design, with the business being carried

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out within four business areas: Subsea (SUB) and Umbilicals (UMB) within the Subsea reporting segment, and Maintenance, Modifications and Operations (MMO) and Engineering (ENG) within the Field Design reporting segment.

The pricing of products and services between the business areas as well as the pricing of corporate and other services provided at Group level are determined on an arm’s length basis.

11.5.2 Subsea (SUB) Overview

The SUB business area has more than 40 years of experience as a global provider of subsea systems, equipment and services to oil and gas companies. The SUB business area’s offering covers all phases of the life of offshore oil and gas fields, from concept screening and design through manufacturing, installation support and commissioning to operational support, maintenance services and upgrades. Through its extensive portfolio of systems, equipment and services the Group aims to provide solutions that allow the customers to increase production, increase recovery rates and reduce cost, and thereby expand the limits of economically viable hydrocarbon recovery.

Products and services

The SUB business area’s product portfolio includes the following products, which are sold individually or as part of subsea systems:

 Trees: The Group supplies a broad range of horizontal and vertical trees that can operate around the world across different water depths. Having provided subsea trees for operators for more than 20 years and having more than 1,050 subsea trees deployed around the world, the Group is an established supplier of trees and has an approximately 30 per cent global market share based on number of trees and by awards for the period 1 January 2013 to 30 June 2014 according to Quest Offshore, Quest Subsea Database (August 2014).

 Control systems: The Group is the global provider in subsea control systems with an approximately 46 per cent market share based on controls awarded for the period 1 January 2013 to 30 June 2014 according to Quest Offshore, Quest Subsea Database (August 2014). The Group has delivered more than 1,400 production control modules since the year 2000 and approximately 2,000 production control modules since the 1970s.

 Manifolds and Structures: With in house fabrication capability and a track record of delivering a wide range of structures and manifolds since the 1980’s, Management believes that the Group is a leading provider in the product category.

 Power, processing and boosting: The Group is number two in the industry, according to Management estimates, in processing and boosting solutions with technologies that aim to increase recovery under demanding conditions.

 Intervention and workover systems: The Group delivers designs for intervention and workover systems covering all water depths down to 3,000 metres. The Group acquired a controlling stake in Enovate Systems Ltd. in 2013 in order to enhance its offering in open water, riser workover and rigless intervention systems.

The SUB business area’s products are often sold as part of an integrated subsea production system aimed at ensuring optimised field utilisation and increased oil recovery. Subsea production systems vary in scope and complexity, but generally contain elements of design, engineering, procurement and construction. Subsea production systems comprise various equipment used to retrieve oil and gas from subsea wells. Such systems typically consist of trees, which regulate production from the wells, control systems, which control the trees, umbilicals, which connect the subsea equipment to the surface facilities, and various other equipment used to connect system elements and facilitate the recovery of oil and gas from subsea wells. A subsea production system is typically comprised of a wide range of components, and the system provider is responsible for ensuring that the components function together in an integrated subsea system and, furthermore, as part of the overall offshore installation.

In addition to systems and equipment, the SUB business area also provides installation and rental tools support and life-cycle services. Life-cycle services are an important part of the SUB business area’s offering. The systems and equipment delivered by the SUB business area are typically qualified to operate as a system according to stringent industry and customer standards. The delivered systems and equipment also usually carry a warranty that requires that the Group maintain the equipment for the warranty to remain in effect. Customers, therefore, often tend to purchase life-cycle services from the original system provider. These services include, among others, installation and commissioning of systems, rental of tools and intervention support, maintenance, repair and spare part supply, and personnel support. As the installed base of the SUB business area’s deliveries is relatively young (approximately 45 per cent of its operating trees had been active for less than six years as at 31 December 2013), Management expects that SUB’s business within life-cycle services will grow as the installed base matures.

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Management believes that the SUB business area’s extensive portfolio of subsea products and solutions positions the Group in the forefront of the development of the Subsea Factory concept, which is the evolution of advanced subsea production systems into full “life of field” solutions. The concept of the Subsea Factory is to combine subsea hardware, subsea processing and sub-surface well measurement and services to create an integrated system of subsea production and sub-surface reservoir management in order to improve hydrocarbon recovery and field economics. The Subsea Factory concept allows for operations without the need for a surface platform and offshore staff, thereby reducing the HSE risks, associated with employing personnel offshore. The development of the Subsea Factory concept requires strong competence in subsea process systems, control systems, flow measurement and engineering and project management. Based on the New Aker Solutions Group’s experience, Management believes that the Group possesses the hardware, design and large scale engineering capabilities as well as the project management skills required to evolve the Subsea Factory design, and Management is of the opinion that the New Aker Solutions Group is well positioned to develop the Subsea Factory concept by leveraging the combined skill sets of the SUB, UMB, ENG and MMO business areas. See Section 10.2.2 “Industry and Market Overview—Subsea Equipment Market—Market Outlook” for further information about the Subsea Factory.

Customers and example contracts

Customers of the SUB business area include IOCs, NOCs and Independents around the world as well as installation companies. Illustrative examples of SUB’s projects and business include:

 Deliveries to Statoil on the Åsgard field: Under this contract, the SUB business area will provide, inter alia, a subsea compressor manifold station (“SCMS”) and a subsea compressor station (“SCSt”) as well as control systems for the world’s first subsea gas compression station. The compression station is expected to be commissioned in 2015.

 Deliveries to Total on Moho and Kaombo fields: In these two projects, the SUB business area has provided and will continue to provide a large number of manifolds and wellsets as well as workover systems. While the deliveries have been, and will continue to be, made to two different projects in different water depths and with different configurations, using the same basic specifications enables smart reuse of technology designs and materials, which is expected to lead to improved management of project technology risk and improved profitability.

 Frame Agreements with Petrobras: After having delivered its first pre-salt (i.e., deepwater) trees to Petrobras, SUB has been awarded a long-term frame agreement with Petrobras for new deliveries of trees, controls, tie-ins and manifolds. The SUB business area has so far signed a contract for the delivery of eight manifolds.

Alliance with Baker Hughes

In April 2014, the Group entered into an alliance cooperation agreement with Baker Hughes (the “Subsea Production Alliance”), which is an important step in the Group’s development of new solutions in its Subsea business. Through the Subsea Production Alliance, Baker Hughes and the Group have agreed to form an alliance to develop technology for production solutions aimed at increasing output, increasing recovery rates and reducing costs for subsea fields. The non-incorporated alliance combines the Group’s strengths in subsea production and processing systems with Baker Hughes’ expertise in well completions and artificial-lift technology to deliver integrated in-well and subsea production solutions aimed at helping to mitigate risk, accelerate output and extend the life of subsea fields. The alliance team will also focus on advancing the industry’s well-intervention capabilities with the aim of further optimising efficiency and reducing risks in subsea developments. The Subsea Production Alliance also gives the Group access to Baker Hughes’ research and development centre in Brazil. The alliance cooperation agreement includes certain restrictions following the scopes of supply of the two providers, both currently and in the future. Such restrictions do not constrain the Group’s current strategy for developing the SUB business. The initial term of the alliance cooperation agreement is 10 years from the effective date (3 December 2013), and the agreement will automatically be extended for successive two-year terms unless terminated by either of the parties.

Footprint

Headquartered at Fornebu in Norway, the SUB business area covers the key offshore production regions with regional sales, engineering and project management offices, as well as manufacturing and service facilities, in close proximity to all key offshore oil and gas hubs and deepwater regions around the world.

Key manufacturing facilities include Tranby in Norway (with expansion work finalised in the third quarter of 2014), Curitiba in Brazil (which will be replaced by a new manufacturing facility and technology centre in São José dos Pinhais from the third quarter of 2015), Port Klang in Malaysia and Aberdeen in the UK. In addition, the MMO business

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area’s fabrication yard in Egersund in Norway, which has a new subsea assembly and test hall facility provides fabrication and testing of subsea templates and structures.

Regional service base locations include Ågotnes in Norway, Aberdeen in the UK, Houston in the United States, Rio das Ostras in Brazil, Labuan in Malaysia, Perth in Australia, Luanda in Angola, Pointe-Noire in Congo and Kakinada in India. As at 30 June 2014, the SUB business area had a presence in 24 locations around the world.

As at 30 June 2014, the SUB business area had approximately 8,450 employees (including own employees and contractors).

11.5.3 Umbilicals (UMB) Overview The UMB business area provides steel tube subsea control umbilicals and power cable systems to the oil and gas industry globally with oil and gas companies and installation contractors as its main customers. Subsea control umbilicals are deployed on the seabed to supply necessary hydraulic fluids and chemicals to subsea oil and gas wells and subsea manifolds, allowing the operator of an oil or gas field to operate and control subsea production systems.

The UMB business area has more than 20 years of umbilical manufacturing experience and is a leading supplier of steel tube controls umbilicals with a global market share of approximately 40 per cent of the steel tube controls umbilicals delivered during the last five years measured by length according to Quest Offshore, Quest Subsea Production Umbilicals Database (June 2014). New Aker Solutions’ ambition is to maintain this market share. Over the past 20 years, the UMB business area has delivered more than 500 umbilical designs to some of the world’s most challenging oil and gas fields, from shallow water to ultra-deepwater, in harsh environments and with high pressure applications and high temperature applications. Since 1993, more than 4,000 kilometres of the UMB business area’s umbilicals have been installed worldwide, including, among other locations, in the Bay of Bengal (India), Western Australia, the U.S. Gulf of Mexico, West Africa, China, Egypt, the North Sea and the Barents Sea. The UMB business area has been involved in 32 projects in 1,000 to 2,900 metres water depth. Products and services

The UMB business area’s product portfolio includes the following products:  Control umbilicals: Controls of subsea valves, including electric signal and power cables as well as fibre optic cables.

 Power umbilicals: Supplies power to subsea processing and boosting systems and controls subsea valves.

 Power cables: Supplies power between platforms or floating units and power to Subsea Factory or host platform.

 Direct Electric Heating: Flowline heating systems that increase and maintain the temperature in a flowline above hydrate, wax or ice appearance temperature, either by intermittent or continuous heating.

In addition to its track record, the Group’s ability to integrate umbilicals with other subsea equipment, proprietary technologies and capabilities in deepwater and harsh environments are key differentiators for the UMB business area. The UMB business area has delivered umbilicals used down to 2,900 metres and the longest umbilical delivered was 264 kilometres (76 kilometres continuous) and the largest number of elements delivered by the UMB business area is 36 elements.

Customers and example contracts

The main customers for the UMB business area include oil and gas companies around the world as well as installation contractors. Illustrative examples of UMB’s project and business include:

 Deliveries to Technip on GirRi Phase 2: Under this contract signed in 2013, UMB will provide two dynamic/static power umbilicals and one interconnecting power cable and ancillary equipment to Technip for the GirRi (Girassol Resources Initiative) phase 2 development off the coast of Angola with a water depth of 1,300 metres. The umbilicals will be manufactured in Moss, Norway, with project management, design and engineering support from Fornebu, Norway.

 Deliveries to ExxonMobil on Erha North Phase 2: Under this contract signed in 2013, UMB will provide two dynamic and two static steel tube power umbilicals with a total length of 16.5 kilometres to ExxonMobil for the Erha North phase 2 development off the coast of Nigeria with a water depth of 1,000 to 1,200 metres. The

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umbilicals will be designed, engineered and manufactured in Mobile, Alabama, United States, with project management and engineering by a local team in Lagos, Nigeria.

 Deliveries to McDermott on Ichthys: Under this contract effective from May 2012, UMB will provide dynamic/static steel tube umbilicals, flying leads as well as a power cable and ancillary equipment to McDermott for use on the Ichthys field offshore Western Australia with a water depth of 250 metres. The umbilicals will be manufactured in Moss, Norway, with project management, design and engineering support from Fornebu, Norway, and interface support from Perth, Australia.

Footprint The UMB business area is headquartered at Fornebu in Norway where it also has engineering and management capability. The UMB business area’s products are offered globally.

The UMB business area’s two manufacturing facilities also have engineering and project management capability and are located in Moss in Norway and in Mobile, Alabama in the United States. The manufacturing facilities include horizontal bundling and extrusion machines, deepwater access to installation/transportation vessels, high capacity processing and storage carousels, and on-site welding and test facilities.

In addition, the UMB business area has locations for services (such as installation support, project interface and project execution) and sales in Houston in the United States, Kuala Lumpur in Malaysia and Lagos in Nigeria. As at 30 June 2014, the UMB business area had a presence in five locations around the world.

As at 30 June 2014, the UMB business area had approximately 600 employees (including own employees and contractors).

11.5.4 Engineering (ENG) Overview

The ENG business area provides a broad range of oil and gas field development and engineering services integrating all key products and technologies within field development. The ENG business area supports the customers through all phases of its field development and decision making process from early conceptual work to delivery. Services are offered through an integrated global delivery model where an international “task force” is dedicated to each project. For example, ENG’s delivery to the Johan Sverdrup project, which is discussed below, is seamlessly shared among the ENG business area’s operations in Fornebu, London and Mumbai.

Products and services

The products and services provided by the ENG business area range from feasibility studies and field planning, through concept screening and selection, concept definition and project execution strategy and front end engineering design (FEED”), to detailed engineering, procurement services and execution management assistance. It also offers advisory studies, third-party verification, technology development and floating production unit license service packages for its floating production unit designs.

The ENG business area’s expertise covers all areas of engineering, and the ENG business area has extensive experience with offshore facilities, including, but not limited to, oil and gas treatment, storage, offloading and export, and utility and process support systems. The ENG business area’s specialist centres offer floating unit design competence, including semi submersibles, tension-leg platforms (“TLPs”), SPARs and FPSOs for deepwater developments globally. The ENG business area has extensive and deep experience in developing solutions for deepwater, harsh weather and arctic conditions, and minimising environmental impact when operating in such areas. Through the ENG business area, the New Aker Solutions Business has been designing offshore facilities for the oil and gas industry for 40 years and has been involved in approximately 80 per cent of the offshore fields on the NCS, according to Management estimates.

Through its Front End Spectrum business launched in 2012, the ENG business area offers a broad range of feasibility and concept studies both for green field and brown field developments, including feasibility studies, concept screening, selection and definition, cost estimates, and project execution strategy. The Front End Spectrum business also involves co-operations between the ENG business area and the other business areas within the New Aker Solutions Group.

Customers and example contracts

Customers of the ENG business area include IOCs and NOCs as well as EPC contractors. Illustrative examples of ENG’s projects and deliveries include:

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 Deliveries to Statoil on Johan Sverdrup: Under this engineering contract won in December 2013, the ENG business area will provide conceptual studies, FEEDs and EPma for all phases of the Johan Sverdrup development. First call-off from the frame agreement was the on-going FEED for phase one including four platforms. This call- of has an option for EPma for the first phase of the development. ENG will provide its services from Fornebu, London and Mumbai and the contract includes options for studies, FEEDs and EPma.

 Deliveries to Statoil on Johan Castberg: Under this contract signed in 2013 with Statoil, the ENG business area will provide concept work on the Johan Castberg field (so far the largest oil discovery in the Barents Sea). ENG will provide studies and FEED work with an option for EPma work from Fornebu and Tromsø.

 Deliveries to INPEX – Ichthys Semi and FPSO Hulls: Under this contract with INPEX signed in 2009, the ENG business area provided FEED design and engineering for the hulls of the semi submersible central processing facility (being the world’s largest semi with a displacement of 140,000 tonnes) and FPSO, which will be used on the Ichthys LNG field development offshore Western Australia. ENG provided these services from Fornebu.

Footprint

The ENG business area is headquartered at Fornebu in Norway where it also has engineering and project management capability. The services of the ENG business area are offered globally.

In addition to Fornebu in Norway, the ENG business area has engineering hubs in London in the UK, Mumbai in India and Kuala Lumpur in Malaysia.

The ENG business area has Front End Spectrum hubs at Fornebu in Norway, London in the UK, Houston in the United States, Kuala Lumpur in Malaysia and Perth in Australia and is planning to also establish a presence in the Brazilian market. As at 30 June 2014, the ENG business area had a presence in six locations around the world.

As at 30 June 2014, the ENG business area had approximately 3,530 employees (including own employees and contractors).

11.5.5 Maintenance, Modifications and Operations (MMO) Overview The focus of the MMO business area is brown field project developments. The MMO business area provides engineering, project management, fabrication and offshore construction services to the upstream oil and gas industry. The business area works closely with the Group’s other business areas to provide a comprehensive service package for each project, in particular with the ENG and SUB business areas.

Products and services The MMO business area’s products and services focus primarily on the operation and production phase of an oil and gas field, which also includes brown field projects where the MMO business area provides engineering services from front-end design through engineering, procurement, construction and installation (EPCI) to commissioning. The MMO business area has more than 20 years of experience in modification projects and a core competence of services within brown field front end studies, asset integrity management (“AIM”) services, offshore modifications and hook-up services, as well as fabrication and decommissioning services. Management believes that the New Aker Solutions Group is a market leader in concept screening and development for the MMO business area’s market, and offers, among other services, structural reanalysis and inspection planning, riser and umbilical analysis, fire and safety analysis and laser scanning/asset remodelling. The MMO business area’s services are usually provided as upgrades or amendments to products originally designed and delivered by the New Aker Solutions Group or third parties.

Management believes that the MMO business area represents a growing market for the New Aker Solutions Group as existing offshore installations mature and the facilities need to be modified or decommissioned due to changes in the asset production and to maintain the integrity of the facilities. Major front-end engineering and design (FEED) and modification projects include drilling upgrades, tie-ins, low-pressure production upgrades, water injection upgrades and enhanced oil recovery projects. The Group’s extensive experience with maintenance and modification projects for the oil and gas industry has enabled the MMO business area to develop technology and front-end specialist teams. These teams collaborate closely with the Group’s engineering experts globally to secure synergies for the customer’s benefit in both green field and brown field projects.

Customers and example contracts

The main customers of the MMO business area include mainly IOCs, NOCs and Independents around the world. The MMO business area has entered into major framework agreements for work on the NCS and in the UK, Canada and Brunei. Illustrative examples of the MMO business area’s projects and deliveries include:

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 Portfolio of deliveries to BP: Under a two-year master agreement with BP Norge awarded in 2014 with four options to extend the term by 12 months, the MMO business area has agreed to provide engineering, modification and maintenance services as well as decommissioning and studies/maturation based on specific work orders from BP Norge.

 Frame agreements with Brunei Shell Petroleum: Under a five-year contract with Shell awarded in 2012 with options for two additional years, the MMO business area has agreed to provide offshore construction and maintenance services to Brunei Shell Petroleum.

 Talisman Flyndre EPCC: Under a contract with Talisman awarded in 2013 as a call-off under a project category management contract, the MMO business area has agreed to provide all green field (new module) and brown field work required to achieve production in connection with a tie-back solution to Talisman’s Clyde platform on the Maersk operated field. First oil is planned for the first quarter of 2016.

 Statoil maintenance and modification frame agreement: Under a frame agreement for maintenance and minor modifications awarded to the MMO business area in 2010, and the first two-year extension declared at the end of 2013, the MMO business area provides services on the Snorre, Gullfaks, Visund and Åsgard fields. The frame agreement may potentially be extended through 2017.

Footprint The MMO business area is headquartered in Stavanger in Norway with engineering and pre-fabrication facilities located in close proximity to key customers in Norway and the UK.

As at the date of this Prospectus, the MMO business area’s main operations are in Norway, the UK, East Coast Canada, Malaysia and Brunei, and the MMO business area has plans for further expansion in the Asia-Pacific region. The MMO business area has on-going projects in more than 36 offshore installations on the NCS, including Snorre, Valhall, Åsgard, Gullfaks and Ekofisk.

The MMO business area also includes the operation of a fabrication yard in Egersund in Norway, which is specially adapted for topside module fabrication and fabrication and testing of subsea structures. It also operates fabrication shops in Ågotnes and Sandnessjøen in Norway. As at 30 June 2014, the MMO business area had a presence in 16 locations around the world.

As at 30 June 2014, the MMO business area had approximately 7,850 employees (including own employees and contractors). The number and location of employees of the MMO business area varies significantly based on the number, size and location of the MMO business area’s projects. For example, following the recent slowdown in the MMO market on the NCS, MMO has since 30 June 2014 taken proactive measures, including reducing its capacity by approximately 520 to 540 employees by (i) allocating engineers to a new subsea engineering and project management hub in Stavanger; (ii) transferring and/or offering engineers to be transferred to the recruitment agency Aker Advantage (a personnel company within the Akastor Group); and (iii) seconding MMO employees to other business areas. Some employees have not accepted the transfer and have been or will be dismissed. Should further near-term project opportunities fail to materialise or become delayed, Management is prepared to make additional cuts to protect profitability. See Section 9.2.3 “Operating and Financial Review—Key Factors Affecting the New Aker Solutions Group’s Results of Operations and Financial Performance—Implementation of Cost Efficiency Measures”.

11.6 Tendering Process and Policy The type of contracts entered into by companies within the New Aker Solutions Group are usually won through a tender process where the potential customer (typically an oil and gas company) first sends out an invitation to tender with a description of the scope of work and commercial and legal terms. Interested providers of the relevant service or product then prepare a tender, usually based on a dialogue with the potential customer in order to clarify expectations and acceptable and non-acceptable deviations and qualifications to the tender offer. Based on the bids received the (potential) customer will award the contract at its discretion; however, the governments of certain jurisdictions may impose local content requirements that the contractor must meet. Such local content requirements vary between jurisdictions and is further described in Section 11.16.3 “Business Overview—Regulatory—Local Content Requirements” below. For a description of the risks related to local content requirements, see the risk factor with the heading “Certain of the countries in which the New Aker Solutions Group operates, and certain countries in which the Group intends to operate, impose local content requirements, which could have a material adverse effect on the business, results of operations and financial condition of the Group” in Section 2.1 “Risk Factors—Risks relating to the Industry of the New Aker Solutions Group”.

In order to ensure that the Aker Solution Group’s customer contracts are balanced with respect to risk and reward and are entered into on acceptable terms and conditions, the Group’s tender policy applies to the Company and its subsidiaries (including partly-owned subsidiaries where the Company directly or indirectly controls more than 50 per cent of the voting interest). The Group requires any third party acting on its behalf as well as all personnel engaged

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in such third parties to follow the Group’s tender policy. The tender policy covers the tendering process from business development handover to project execution handover.

Pursuant to the Group’s tender policy, tender management in the Group must always comply with the following general principles in the tender process:

 Segregation of duties so that no single individual (acting alone) has the authority to execute two or more of the following activities: develop, review and approve a tender.

 Each Group company must continuously assess, monitor and mitigate project risk.

 All contracts must comply with standard requirements regarding their terms and conditions, or a deviation procedure must be complied with.

 Confidential and proprietary tender information must be handled with due care and proper consideration.

In order to ensure that these general principles are followed, and that client contracts are entered into on acceptable terms, the tender policy prescribes responsibilities that are allocated on various levels within the Group. For example, the Vice President Tender and the Corporate Risk Committee (the “CRC”) are responsible for facilitating sharing of best practice in tender work, whilst the heads of the relevant business areas are responsible for ensuring availability of adequate and sufficient competence for tender work.

Key controls for monitoring tendering processes include, among other things, that the Vice President Tender and the CRC must review and provide their recommendations for any tender for a contract with value exceeding NOK 500 million.

11.7 Contractual Arrangements Overview

The New Aker Solutions Group pursues and executes projects under various contractual arrangements. The selection of a mutually agreeable contract format is dependent upon a number of factors, including client preference and project-specific factors such as the financing source (e.g., project financing), project size, competitive market dynamics, inflationary environment for labour and materials, and other factors. The commercial contracts of the New Aker Solutions Group generally fall into one of the three following broad classifications depending on the specific terms and conditions contained in the agreement:

Cost Reimbursable: Under this category, payment is made based on the cost of time and materials plus mark-ups. In addition to the mark-up, profits on cost reimbursable projects can be supplemented by incentives based on achieving targets, milestones, or other performance factors defined in the contract.

Fixed-Price: Examples of contracts under this category include, negotiated fixed-price, unit price, target sums and fixed-price for engineering (E), engineering and procurement services (EP), engineering, procurement construction (EPC) (sometimes combined with installation (EPCI)) and engineering, procurement services and management assistance (EPma). Under negotiated fixed-price work, the New Aker Solutions Group provides the client upfront with a detailed schedule of fixed rates, estimated costs and profit under which it will execute the project. Because the project scope, detailed specifications, timetable, and mechanisms for change orders are agreed together in contract negotiations, the negotiated fixed-price arrangement is conducive to developing client relationships and limiting execution risk for the New Aker Solutions Group. Where fixed-price bid work is pursued, mitigating factors, such as having provided pre-FEED, FEED work or working closely with a customer provide downside protections. For further description of the risks associated with projects under fixed-price contracts, see the first risk factor entitled “The business of the New Aker Solutions Group is associated with risk of cost overruns, especially in fixed-price contracts, contracts with similar fixed-price compensation terms or contracts with fixed-price elements, and the New Aker Solutions Group may experience reduced profits or, in some cases, losses under these contracts if costs increase above its estimates” in Section 2.2 “Risk Factors—Risks Relating to the New Aker Solutions Group”.

Hybrid models: This category of contracts includes elements from both fixed-price and reimbursable arrangements to better align incentives among the provider and the client. Examples include guaranteed maximum contracts, target prices with upside and loss sharing mechanisms and caps, and various other customised contract structures.

Most of the Group’s contracts are project specific and negotiated with the client to find an acceptable risk-to-reward balance for the New Aker Solutions Group.

Most of the Group’s contracts include milestones for delivery, where liquidated damages may apply if the contractual milestones are not reached in accordance with the agreed schedule.

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Most of the Group’s contracts include a system for variation orders, where the customer may issue and the Group may request changes to the scope of work, work schedule and/or compensation if specified events occur.

Some of the Group’s contracts include bonus elements, such as incentivised delivery schedules where a bonus is payable to the Group should the contractual milestones be reached ahead of schedule.

Business Area contract overview

Subsea (SUB) business area: SUB generally delivers systems and equipment under fixed-price contracts as is customary in the subsea equipment industry. Cost reimbursable contracts are used for life-cycle services. As the installed base of SUB is relatively young, Management expects that the SUB business area in the future will have a higher level of cost reimbursable life-cycle service contracts than it currently has as the installed base matures and moves into the maintenance period of its lifecycle.

Umbilicals (UMB) business area: The revenues of the UMB business area are generated under fixed-price contracts only as is customary in the subsea equipment industry.

Engineering (ENG) business area: The revenues of the ENG business area are generally generated under cost reimbursable contracts.

Maintenance, modification and operations (MMO) business area: The revenues of MMO business area are primarily generated under cost reimbursable contracts, with a limited amount of revenue generated under fixed-price contracts.

11.8 Project Execution and Project Management Operational risk mainly relates to risks during project execution, manufacturing and other business operations. The Group has various controls in place aimed at mitigating these risks. All significant projects are reviewed by the (CRC) and certain projects require board approval according to the defined authorisation matrix. The CRC is responsible for reviewing the risk assessment, financial estimates and planned execution of the projects and provides guidance to the tender teams and decision makers on the risk profile of tenders.

Risks in the operating entities are reported to the executive management in monthly operating reviews. These reviews form the main internal management control procedures and reporting lines across the Group. The reporting consists of a written report and a subsequent review meeting with the CEO and CFO as well as other functional staff as required.

The Group fully implemented a new project risk management system in May 2014 that is based on industry benchmark risk management tool centralising project risks. Dedicated risk management leads are assigned to each project from the tender phase.

The PEMTM is an operating system used by all business areas. Risk management is an integrated part of the PEMTM with regards to tenders and projects during execution. The PEMTM has defined milestones for the projects called gates. The project has to pass a “gate review” in order to move through each gate. The gate review follows a set of defined controls and templates, and risk review is a key element in the gate review.

The risk management process for projects is standardised with a register in which identified risks and opportunities are categorised and assessed in terms of impact and probability. These registers support follow-up of all risks in the project as well as the improvement opportunities. Further, the projects report monthly in a web-based solution on their operational and financial status, in addition to performance and risk indicators.

11.9 Research and Development (R&D) and Intellectual Property Rights (IP) The New Aker Solutions Group continuously seeks to develop new technologies aimed at driving future field developments. For example, the Group’s new products, including the Subsea Factory concept, subsea processing and boosting solutions, are designed to allow production in deeper waters, from more complex reservoirs, with harsher fluids and longer step-outs. As part of its research and development activities, the Group participates in various research and development programs, both internally and with third parties. As a response to the increasing demand from oil and gas companies for new concepts, technologies and products to enable economically viable exploitation of less accessible resources, the New Aker Solutions Group has, in recent years, increasingly focused on innovation to promote its future competitiveness and increased its investments in research and development, and Management currently expects that the New Aker Solutions Group’s investment in asset improvements and research and development will stabilise around approximately 3 per cent of its revenues on an annual basis after the on-going expansions (as described in Section 9.10 “Operating and Financial Review—Capital Expenditure”) are completed; see further information in Section 9.2.5 “Operating and Financial Review—Key Factors Affecting the New Aker Solutions

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Group’s Results of Operations and Financial Condition—Technology development”. This will, however, be subject to variations in the Group’s strategy as approved by the Board of Directors at any given time.

The New Aker Solutions Group utilises a number of proprietary technologies, including patents and/or licenses, designs, know-how and other confidential and proprietary information, in its business. In connection with the completion of the Demerger, the New Aker Solutions Group will be granted ownership to most of the technologies currently owned by the Existing Aker Solutions Group that the Group uses, and the Group will be also be granted access to certain technologies that will be owned by the Akastor Group and that the Group uses, through certain separation arrangements entered into in connection with the Demerger; see Section 12 “Relationship with Akastor; Related Party Transactions”. Such technologies are in the aggregate material to the Group’s business. However, notwithstanding that certain technologies are particularly important in taking advantage of market opportunities in certain of the Group’s markets, Management believes that the New Aker Solutions Group does not depend on any single patent or licence, manufacturing process, proprietary technology or know-how.

Examples of areas in which the business areas of the New Aker Solutions Group benefit from proprietary technology, and where such proprietary technology create market advantages, include topside designs, floaters, subsea tree systems, umbilicals, subsea processing systems, decommissioning technologies and methodology for project execution. The intellectual property rights utilised by each of the Group’s four business areas are further described below:

 SUB: The SUB business area’s product and services lines utilise a variety of intellectual property and know-how (“IP”), including patented technology and confidential and proprietary information and the Group holds approximately 1,111 registered patents within the SUB business area.

 UMB: The UMB business area’s product and services lines utilise a variety of IP, including patented technology and confidential and proprietary information and the Group holds approximately 149 registered patents within the UMB business area.

 MMO: The MMO business area has developed certain technologies, such as a new, weld-free sea fastening system called FlexSeaFast® used in decommissioning. However, the MMO business area mainly relies on the experience and know-how of its personnel and is not to any large extent based or dependant on intellectual property rights. The Group holds approximately 22 registered patents within the MMO business area.

 ENG: The ENG business area’s services lines utilise a variety of IP. The ENG business area’s activities depend mainly on confidential and proprietary information and the experience and know-how of the business area’s personnel. The Group holds approximately 283 registered patents within the ENG business area.

11.10 Material Commercial Contracts The Group’s material contracts mainly relate to commercial operating and project contracts. In addition, Management considers the Demerger Plan and the Group’s financing agreements to be material for the Group.

As at the date of this Prospectus, the New Aker Solutions Group does not have any material commercial operating or project contracts that were entered into outside of the ordinary course of business and Management does not consider the Group to be dependent on any single industrial, commercial or financial contract, although the termination or assertion of other rights pursuant to of any material contract could have adverse effects on the Group’s business as further set out in the risk factor with heading “The contracts in the order backlog of the New Aker Solutions Group may be adjusted, cancelled or suspended and, therefore, the order backlog is not necessarily indicative of future operating revenues of the Group” in Section 2.2 “Risk Factors – Risks Relating to the New Aker Solutions Group” and the risk factor with heading “The transfer of certain assets, rights, contracts, financing and business activities to the New Aker Solutions Group in connection with the Demerger requires consents or waivers from third parties or regulatory approvals, licenses or permits, or could trigger termination rights, and failure to obtain such necessary consents, waivers, regulatory approvals, licenses or permits, or the termination of such contracts, could have a material adverse effect on the business, results of operations and financial condition of the New Aker Solutions Group” in Section 2.3 “Risk Factors—Risks Relating to the Separation from Akastor”. As at 30 June 2014, the order backlog of the New Aker Solutions Group amounted to NOK 53,914 million; see Section 9.5 “Operating and Financial Review—Performance Measures”.

For a discussion of the Demerger Plan and the separation arrangements relating to the Demerger, all of which are material to the New Aker Solutions Group, see Section 5 “The Demerger; Admission to Trading of the Shares” and Section 12 “Relationship with Akastor; Related Party Transactions”. The Demerger includes contracts with various third parties subject to various contractual and statutory rules on assignment and change of control. To a large extent the Demerger have been deemed permitted under the Norwegian corporate law doctrine of continuity of several corporations succeeding to one original corporation under the statutory rules of demergers. To the extent

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deemed necessary and material for effective separation, consents from the relevant third parties have either been sought or will later be sought.

For a discussion of certain financing arrangements entered into in connection with the Demerger that are material to the New Aker Solutions Group, see Section 9.7.2 “Operating and Financial Review—Liquidity and Capital Resources— Borrowings”.

11.11 Partnership Agreements The New Aker Solutions Group has entered into a limited number of partnership arrangements for cooperation and operations around the world. Aker Solutions only has a limited number of partnership arrangements which qualify as joint arrangements under IFRS 11 Joint Arrangements. None of these are significant to the Combined Carve-Out Financial Statements. Partnership arrangements are usually entered into in order to comply with legal and local content or local partner requirements; see further description under Section 11.16.3 “Business Overview— Regulatory—Local Content Requirements”. For example, the Group entered into a partnership arrangement in connection with the Group’s deliveries under the contract for the Kaombo field in Angola. The legal entity established for the purposes of this arrangement is controlled by Aker Solutions, see note 28 to the Full-Year Combined Carve-Out Financial Statements for a list of all entities and ownership interests. For a description of the risks related to partnership arrangements, please see the risk factor with the heading “Participation in partnerships, joint arrangements and other types of cooperation exposes the New Aker Solutions Group to risks and uncertainties, many of which are outside of its control” in Section 2.2 “Risk Factors—Risk Factors relating to the New Aker Solutions Group”.

11.12 Property, Plants and Equipment For detailed information on the New Aker Solutions Group’s property, plants and equipment for the years ended 31 December 2013, 2012 and 2011, see note 21 to the Full-Year Combined Carve-Out Financial Statements. As at the date of this Prospectus, the New Aker Solutions Group is not subject to any firm commitments to purchase or lease any new material tangible fixed assets, except as described below. For further information on the Group’s capital expenditure commitments, see Section 9.10 “Operating and Financial Review—Capital Expenditure”.

Below is a summary of the existing material tangible fixed assets, including leased properties and properties under construction, of the New Aker Solutions Group.

Business Area Type of Property Size(1) Products produced Group/Corporate Fornebu, Norway(2) ...... Offices 41,100(6) —

SUB São José dos Pinhais, Brazil(5) (10) ...... Manufacturing facility 168,200(10) Trees and manifolds and technology centre Curitiba, Brazil(4) (5) ...... Manufacturing facility 27,300 Trees and manifolds Rio de Janeiro, Brazil(2) ...... Offices 300 — Tranby, Norway(2) ...... Manufacturing facility 36,800(8) Trees, boosting and workover systems Port Klang, Malaysia(3) ...... Manufacturing facility 14,400 Trees, controls and manifolds Aberdeen, United Kingdom(2) ...... Manufacturing facility 14, 400(9) Controls East Sussex, United Kingdom(2) ...... Offices 700 — Houston, United States(2) ...... Regional service base 15,300 — Rio das Ostras, Brazil(5) ...... Regional service base 28,900 — Ågotnes, Norway(2) ...... Regional service base 20,700 — Labuan, Malaysia(3) ...... Regional service base 13,700 — Luanda, Angola(2) ...... Regional service base 3,500 — Kakinada, India(3) ...... Regional service base 6,000 — Stokke (Subsea House), Norway(2) ...... Manufacturing facility 5,900 Site integration tests, subsea tooling, engineering and various assembly and test projects Limassol, Cyprus (2) ...... Offices 200 —

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Business Area Type of Property Size(1) Products produced

UMB Moss, Norway(2) ...... Manufacturing facility 12,700 Umbilicals Mobile, United States(2) ...... Manufacturing facility 7,300 Umbilicals

ENG Fornebu, Norway(2) ...... Offices 22,700 — London, United Kingdom(2) ...... Offices 13,000 — Mumbai, India(5) ...... Offices 21,700 — Pune, India(5) ...... Offices 3,400 — Kuala Lumpur, Malaysia(2) ...... Offices 22,000 — Perth, Australia(2) ...... Offices 900 — Houston, United States(2) ...... Offices 10,800 —

MMO Egersund, Norway(2) ...... Fabrication yard 41,900 Topside module fabrication, templates and subsea structures Ågotnes, Norway(2) ...... Fabrication shop 7,100 — Sandnessjøen, Norway(2) ...... Fabrication shop 13,400 — Stavanger, Norway(2) ...... Utility/Equipment shop 5,200 — Aberdeen, United Kingdom(2) ...... Fabrication shop 6,200 — Aberdeen, United Kingdom(2)(7) ...... Offices 4,800(9) — St. John's, NL, Canada(2) ...... Offices 2,400 — Verdal, Norway(2) ...... Offices 400 — Tromsø, Norway(2) ...... Offices 1,500 — Trondheim, Norway(2) ...... Offices 10,700 — Kristiansund, Norway(2) ...... Offices 4,800 — Bergen, Norway(2) ...... Offices 27,800 — Mongstad, Norway(2) ...... Offices 600 — ______

(1) Indoor space only in square metres (“sqm”), excluding parking. Numbers are rounded to nearest hundred. (2) Leased property. (3) Owned facility on leased ground. (4) To be replaced by the facility in São José dos Pinhais upon its completion.

(5) Owned facilities/offices.

(6) The Company will sublease 41,100 sqm (excluding parking) for the period 1 October 2014 to 31 October 2019. However, companies within the Akastor Group will further sublease 5,500 sqm (excluding parking) from the Company from 1 October 2014 to 30 June 2016

(7) The Group has agreed to lease a new office complex in Aberdeen, UK, that is currently under development. The complex will total approximately 31,000 sqm of office space and is expected to be ready for occupation in the second quarter of 2015.

(8) On-going expansion work expected to be finalised in the third quarter of 2014.

(9) Will be reduced to 6,900 sqm for the SUB business area and to 1,900 for the MMO business area after completion of the new office complex in Aberdeen.

(10) Currently under construction. Completion expected in the third quarter of 2015. The plant will be built on a plot of land totalling 168,200 sqm.

Sites with Co-Locations In certain locations, such as Fornebu in Norway, Aberdeen in the UK, the United States, India, Malaysia and Cyprus, the New Aker Solutions Group’s personnel will initially be co-located in offices owned or leased by the Akastor Group

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pursuant to lease agreements between the New Aker Solutions Group and the Akastor Group. Such lease arrangements are part of the transitional arrangements to be entered into with the Akastor Group in connection with the Demerger; see further description in Section 12.1 “Relationship with Akastor; Related Party Transactions— Separation Agreements Relating to the Demerger”. Project Sites The New Aker Solutions Group will be engaged in projects at a number of domestic and international locations. Offices for personnel of the New Aker Solutions Group at such locations will typically be provided by customers or leased from third parties for a limited time corresponding to the project schedules. 11.13 Employees As at 30 June 2014, the New Aker Solutions Business had approximately 20,680 employees (including approximately 16,287 own employees and 4,393 contractors) who have a wide range of qualifications and competences, including extensive experience within engineering, fabrication and project management. Approximately 54 per cent of these employees are located in Norway, with the remaining 46 per cent working in the rest of the world, including the UK, Malaysia, India, Brazil, Canada and the United States. The number of employees, crafts and contractors employed by the New Aker Solutions Group (including local employees in international local branch offices) as at 30 June 2014 and 31 December 2013, 2012 and 2011 is set out in the table below:

As at 30 June As at 31 December 2014 2013 2012 2011 Own employees ...... 16,287 22,083 20,861 18,365 Contractors ...... 4,393 5,216 6,694 5,132 Total ...... 20,680 27,299 27,516 23,497

The split of total employees by region for the periods indicated is set out in the table below:

As at 30 June 2014 Norway ...... 11,167 54 % Asia-Pacific ...... 4,136 20 % Brazil ...... 1,448 7 % North America ...... 827 4 % Europe (excluding Norway) ...... 2,895 14 % Africa and the Middle East ...... 207 1 % Total ...... 20,680 100 %

As the type, location and amount of work performed by the Group varies substantially from project to project and from year to year, the use of hired-in contractors is an important way for the Group to optimise its capacity and capabilities. Contractors are hired-in for various terms, from short-term contracts (with contractual term down to a few days) to long-term contracts that can continue for many years (usually by way of regular renewal of the contract). Given the importance of hiring skilled employees for the Group’s success, the Group is focused on development and retention of its employees through a global career model. In 2014, Existing Aker Solutions was ranked as the second most attractive employer in Norway by engineering students in a survey conducted by the employer branding company Universum, and the Existing Aker Solutions Group had an employee retention rate of more than 90 per cent for each of the years 2010 to 2013. 11.14 Health, Safety and Environment In the New Aker Solutions Group, concern for HSE is a core value that is embedded in its “Just Care” HSE mindset. The Group has an HSE operating system that provides a set of elements that are important for effective HSE management, a set of expectations for the New Aker Solutions Group for each of these elements, and a collection of enabling arrangements that can be used to fulfil the HSE expectations.

The Existing Aker Solutions Group has also been awarded several HSE awards such as the British Safety Council’s “Sword of Honour” (2010 and 2012) and a BP safety award in 2013 in respect of certain projects.

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The following table sets forth certain HSE operational data of the New Aker Solutions Group for the periods indicated:

For the Six Months Ended 30 June For the Year Ended 31 December 2014 2013 2013 2012 2011 Lost Time Incident Frequency (1) ...... 0.4 0.3 0.3 0.5 0.6 Total Recordable Incident Frequency(2) ...... 1.1 1.5 1.1 1.3 2.1 ______

(1) The “Lost Time Incident” data includes any work-related injury or illness where a doctor or other health care professional recommend that the employee stay home from work as a result of the employee’s injuries or illness in a period being reported. The Lost Time Incident Frequency is the incident frequency per million worker hours, including subcontractors. (2) The “Total Recordable Incident” data includes the total number of recordable incidents (e.g., fatalities, restricted work cases and medical treatment, but not including first aid) in a period being reported. The Total Recordable Incident Frequency is the incident frequency per million worker hours, including sub-contractors. 11.15 Legal and Arbitration Proceedings From time to time, the New Aker Solutions Group is involved in litigation, disputes and other legal proceedings arising in the normal course of its business. Other than as disclosed below, the New Aker Solutions Business to be assumed by New Aker Solutions in the Demerger is not, nor has it been during the course of the preceding twelve months, involved in any legal, governmental or arbitration proceedings which may have, or have had in the recent past, significant effects on the New Aker Solutions Business or the financial condition or profitability or the group of entities that will form the New Aker Solutions Group after completion of the Demerger, and the Management is not aware of any such proceedings which are pending or threatened.

The dispute discussed below constitutes, in Management’s opinion, the most material current dispute relating to the New Aker Solutions Business. In addition to this dispute, the New Aker Solutions Group is currently, and will from time to time be, involved in negotiations with its customers, sub-contractors and joint arrangement partners and other partners in connection with projects, for instance relating to variation orders and final account settlement. If such negotiations are not successful, the matter could be referred to legal or arbitration proceedings for final resolution.

Aker Egersund AS (“AEG”), a company within the New Aker Solutions Group, has received a claim for NOK 89 million from a supplier of insulation, scaffolding and painting services, related to a modification project. The supplier claims that AEG should compensate it for the supplier’s overruns related to the project, and should also share the supplier’s risk in terms of labour productivity. Furthermore, the supplier claims that the cost overrun has exceeded what could reasonably have been expected when signing the sub-contract, and that the cost overrun was mainly caused by AEG. AEG has refused this claim with reference to the terms of the subcontract between the parties. Unless the dispute can be resolved amicably, the dispute may be resolved in arbitration proceedings.

11.16 Regulatory The New Aker Solutions Group is subject to various international conventions, laws and regulations in force in the countries in which it operates. The Group is required to comply with extensive and complex environmental laws and other regulations relating to, among other things, workplace safety, fuel spillage or seepage, and environmental damage. As a consequence, the environmental laws in the countries in which the Group operates may affect the Group’s utilisation of its tangible fixed assets and, in particular, its owned properties (as further described in Section 11.12 “Business Overview—Property, Plants and Equipment”); see also the risk factor with the heading “The New Aker Solutions Group is subject to environmental laws and regulations and liability under such laws and regulations could have a material adverse effect on the business, results of operations and financial condition of the Group” in Section 2.1 “Risk Factors—Risks Relating to the Industry of the New Aker Solutions Group”. Management is currently not aware of any material liabilities as a result of breach of environmental laws that could have a material adverse effect on the business, results of operations and financial condition of the Group.

Due to the global scale of its operations, the Group must also comply with a broad range of laws and regulations in other areas, such as trade sanctions and anti-bribery laws.

The New Aker Solutions Group is in the process of adopting a corporate responsibility policy based on the corporate responsibility policy of Existing Aker Solutions. The Existing Aker Solutions Group joined the UN Global Compact in 2008 and the ten principles of UN Global Compact the basis for corporate and social responsibility within the Existing Aker Solutions Group, with a focus on improvements within all areas of working conditions, industrial relations with the employees of the Existing Aker Solutions Group, health and safety standards at the work place and environmental performance. In addition, the Existing Aker Solutions Group has a strong focus on sustainable development, human rights, responsible supply chain management and anti-corruption and business ethics.

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11.16.1 Anti-Corruption and Anti-Bribery Laws The operations of the New Aker Solutions Group are subject to various anti-bribery/anti-corruption and regulatory compliance laws. The New Aker Solutions Group is in the process of adopting a compliance programme aimed at ensuring that it has adequate procedures in place to prevent fraudulent behaviour by individuals inside, or with connections to, the Group. The programme will be based on the similar programme currently in place for the Existing Aker Solutions Group, where corruption risk assessment takes place within the overall corporate risk assessment, and as a specific assessment taking into account the different market types of operations. Deliveries to and activities in high-risk countries are screened for corruption risks in the project bid-no bid phase, in order to enable early adjustments in the project design if necessary. Over the past few years, the Existing Aker Solutions Group has focused on developing its anti-corruption programme, starting where the risk has been highest. A key focus has been to ensure that the Existing Aker Solutions Group works with agents and sales intermediaries that the Existing Aker Solutions Group is confident are doing business according to the guidelines set out in the Existing Aker Solutions Group’s code of conduct. The Existing Aker Solutions Group have spent, and the New Aker Solutions Group expect to spend, considerable resources ensuring that proper due diligence is applied, and that high risk intermediaries are carefully assessed, approved and trained in the Group’s anti-corruption policies. Corruption and fraud risks for the New Aker Solutions Group also exist where people travel, where contracts are signed, and in the supply chain. The New Aker Solutions Group focuses on training of its employees, in compliance, corruption risks and internal conduct procedures. The business ethics classroom training includes lecturing and group discussions focusing, among others, on why business ethics is important, risks and opportunities and the New Aker Solutions Group’s visions, values and policies. The training has the following learning goals:  Understand the general framework for making ethical decisions in the New Aker Solutions Group.

 Understand the actions, contributions or services that may constitute corruption/or bribery.

 Understand corruption risks, personal responsibilities and the potential impact of corruption in the Group.

 Understand what to do in case of suspicion of corruption and/or conflict of interests.

 Reflect on typical corruption risks faced in the business areas.

As part of the defence against corruption, the Existing Aker Solutions People Policy includes guidelines for whistleblowing that encourages employees to report any breaches within the New Aker Solutions Group of law, in- house rules or internationally recognised standards for ethical business.

See also the risk factor with the heading “Violation of anti-corruption or anti-bribery laws and regulations and trade sanctions could affect the business, results of operations and financial condition of the New Aker Solutions Group” in Section 2.1 “Risk Factors—Risks Relating to the Industry of the New Aker Solutions Group”.

11.16.2 Sanctions Economic and trade sanctions have expanded in the recent past, mainly at the United States, EU and United Nations level. A large portion of such sanctions cover oil and, therefore, the industry in which the New Aker Solutions Group operates. For example, the United States and the EU have been increasing sanctions on Russia, where the New Aker Solutions Group has operations, in response to the situation in Crimea and Eastern Ukraine. Such sanctions imposed by the EU include a ban on the sale, supply, transfer or export of specified machinery technology for use in deepwater oil exploration and production, Arctic oil exploration and production, and shale oil projects in Russia. In addition, the EU prohibited the provision of technical assistance or brokering services related to the specified mechanical technologies and to the provision, manufacture, maintenance and use of those items, directly or indirectly to any natural or legal person, entity or body in Russia. The Norwegian Government implemented substantially similar sanctions against Russia on 15 August 2014. Management does not believe that the sanctions against Russia will have a material effect on the Group’s business, results of operations or financial condition in the near to medium term.

The New Aker Solutions Group is in the process of introducing a sanctions compliance policy in line with that in place for Existing Aker Solutions, pursuant to which it aims to check its contractual parties against applicable sanctions lists before entering into new contracts. See also the risk factor with the heading “Violation of anti-corruption or anti- bribery laws and regulations and trade sanctions could affect the business, results of operations and financial condition of the New Aker Solutions Group” in Section 2.1 “Risk Factors—Risks Relating to the Industry of the New Aker Solutions Group”.

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11.16.3 Local Content Requirements Certain of the countries in which the New Aker Solutions Group operates, and certain countries in which the Group intends to operate, impose local content requirements. Governments and markets in such countries may favour or effectively require, inter alia, the awarding of contracts to local contractors or to contractors owned by local citizens and/or the use of local agents or joint arrangements with local partners. These practices may affect the New Aker Solutions Group’s ability to compete in those regions and the lack of ability to find competent suppliers and other contractors often lead to the sub-contractor market being less competitive than the Group would prefer it to be. In some cases, the use of local sub-contractors, agents or employees could also expose the Group to business practices that are not compatible with its business standards and policies despite the compliance program that the Group has implemented. See also Section 2.1 “Risk Factors—Certain of the countries in which the New Aker Solutions Group operates, and certain countries in which the Group intends to operate, impose local content requirements, which could have a material adverse effect on the business, results of operations and financial condition of the Group”.

11.16.4 Monetary Restrictions Applicable to the Group’s Business, for Example in Nigeria and Angola The New Aker Solutions Group will have operations in many less developed or newly industrialised countries where the government has or could impose measures that could make it difficult, or even impossible, to repatriate income or capital from the operations in such countries. Generally, there appears to be a trend for less developed or newly industrialised countries to impose restrictions on repatriation of income or capital as well as requirements to make payments in local currency. These governmental measures are often imposed in order to protect the currency of less developed or newly industrialised countries. For example, a FOREX was implemented in Angola in July 2013. Under the new FOREX regime applicable to the Angolan oil industry, any payments to be made by oil companies operating in Angola to local contractors/suppliers must be made from local bank accounts in Angola and, furthermore, such payments must be processed in the local currency (Kwanzas) with certain exceptions for non-resident entities as long as the funds come from a local account in Angola. Nigeria is another example of a country subject to capital restrictions in which the Group has operations. Investors who wish to remit dividends to non-resident shareholders or repatriate capital on disinvestments must ensure that they obtain a certificate of capital importation from the Nigerian bank through which the investment capital was transferred into Nigeria. A similar system has been adopted in Angola.

See also the risk factor under the heading “The New Aker Solutions Group’s operations in less developed or newly industrialised countries expose the Group to the risk of being unable to repatriate income or capital” in Section 2.1 “Risk Factors—Risks Relating to the Industry of the New Aker Solutions Group”.

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12. RELATIONSHIP WITH AKASTOR; RELATED PARTY TRANSACTIONS This Section provides information in respect of certain separation arrangements that have been, or will be, entered into between companies within the New Aker Solutions Group and companies within the Akastor Group in connection with the Demerger as well as certain information on the historical related party transactions of the New Aker Solutions Group.

This section contains forward-looking statements based on current expectations and assumptions about the New Aker Solutions Group’s future business. The actual results of the New Aker Solutions Group may differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in the Prospectus, particularly in Section 2 “Risk Factors” and Section 4.2 “General Information—Cautionary Note Regarding Forward-Looking Statements”.

12.1 Separation Arrangements Relating to the Demerger As contemplated by the Demerger Plan, entities within the Akastor Group and entities within the New Aker Solutions Group have entered into, or will in connection with the completion of the Demerger enter into, a number of agreements and arrangements, including:

 a main separation agreement addressing various separation issues between the New Aker Solutions Group and the Akastor Group following the completion of the Demerger (the “Separation Agreement”);

 an agreement concerning ownership and licensing rights to intellectual property and know-how (the “Technology Agreement”), as well as several bilateral license agreements between New Aker Solutions and Akastor entities based on the principles and allocation of technology set out in the Technology Agreement;

 agreements for the provision of shared services from Frontica Business Solutions to members of the New Aker Solutions Group (the “Frontica Agreements”);

 an agreement for provisioning of transitional services not covered by the Frontica Agreements by the Akastor Group to the New Aker Solutions Group (the “Transitional Services Agreement”);

 various restructuring agreements to complete the intra-group transactions that have been, or will be, effected in connection with the Demerger; and

 various agreements addressing commercial separation issues between members of the New Aker Solutions Group and the Akastor Group, for example in relation to joint and shared initiatives, on-going, committed or contemplated projects, non-project specific cooperation and shared frame agreements as well as disputes. These agreements include an agreement between entities within the Subsea reporting segment of the New Aker Solutions Group and entities within the Fjords Processing business unit of the Akastor Group regarding development of certain process technologies and an agreement between Subsea and MHWirth regarding the use and development of well control technologies.

Certain of these arrangements are summarised below.

Intellectual Property Rights Existing Aker Solutions has sought to identify the intellectual property rights that historically have been utilised in the New Aker Solutions Business and the Akastor Business, respectively. In connection with the Demerger, entities within the Akastor Group and entities within the New Aker Solutions Group will enter into the Technology Agreement regulating the allocation of ownership to the Existing Aker Solutions Group’s intellectual property rights and associated know-how between the parties, and licensing of certain intellectual property rights and know-how from the Akastor Group to the New Aker Solutions Group and vice versa. The main principle for the allocation of ownership to intellectual property rights and know-how under the Technology Agreement is that ownership will follow the party to which it naturally belongs irrespective of where the intellectual property ownership legally is held; this means that intellectual property rights and know-how related to the SUB, UMB, ENG and MMO business areas will mainly be allocated to the New Aker Solutions Group, and intellectual property rights and know-how related to MHWirth (previously Drilling Technologies or DRT), AKOFS Offshore (previously Aker Oilfield Services or AKOFS), Fjords Processing (previously Process Systems or PRS), Frontica Business Solutions (previously Business Solutions or ABS) and KOP Surface Products (previously Surface Products, a part of the Subsea business area within Existing Aker Solutions) will mainly be allocated to the Akastor Group. Licensing arrangements will be used in respect of intellectual property rights and know-how that are required for the successful continued operations of both parties.

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Trade Name All rights to use the trade name and mark “Aker Solutions” will be transferred to New Aker Solutions in the Demerger. The Company will change its name from Aker Solutions Holding ASA to Aker Solutions ASA in connection with the completion of the Demerger, and the extraordinary general meeting of the Company on 12 August 2014 approved the appropriate changes to the Company’s Articles of Association with effect from the completion of the Demerger. Pursuant to the Separation Agreement, Akastor may continue to make use of the name and mark “Aker Solutions”, “Aker Solutions” and “Aker” for a limited transition period. Guarantees In accordance with industry practice, the New Aker Solutions Business is often required to provide guarantees to its customers, sub-contractors or partners, indemnifying such parties in case of failure to perform under a contract. Existing Aker Solutions has identified a number of such guarantees, either (i) provided in the form of parent company guarantees issued by Existing Aker Solutions or other entities within the Akastor Group or (ii) provided in the form of guarantees for the performance or monetary obligations of the relevant group entity or Akastor by banks or insurance companies, that have been provided in respect of contracts relating to the New Aker Solutions Business. See Section 9.11 “Operating and Financial Review—Contingent Liabilities”. The Separation Agreement provides that the liability under such guarantees will, to the extent legally possible be transferred to the New Aker Solutions Group in the Demerger. Akastor and New Aker Solutions (or, as the case may be, their subsidiaries) have used, and will to the extent required continue to use, their best efforts to novate such guarantees to the extent they are not effectively transferred to and assumed by the New Aker Solutions Group through the Demerger. With respect to guarantees that cannot be effectively transferred or novated to the New Aker Solutions Group, the Separation Agreement provides that the entity within the Akastor Group that has issued the relevant guarantee will be entitled to a guarantee commission, which will be payable semi-annually in arrears. Further, the Separation Agreement provides that New Aker Solutions, and the entity within the New Aker Solutions Group for whose benefit a guarantee is issued, will be jointly liable to indemnify the entity within the Akastor Group that has issued the guarantee for any rightful claims under that guarantee. All parent company guarantees relating to the Akastor Business will be retained by Akastor in the Demerger. In connection with the separation of the New Aker Solutions Business and the Akastor Business in the Demerger, New Aker Solutions may agree to issue certain new guarantees relating to contracts entered into by the Akastor Group, including, inter alia, in relation to real estate leases entered into by the Akastor Business and in relation to an amended charter agreement that is under negotiation between Akastor and Ocean Yield ASA for the vessel Aker Wayfarer. As at the date of this Prospectus, Management estimates that the aggregate nominal annual amount of the guaranteed obligations will be in the region of NOK 100 million, but the final amount may differ. Management also expects that the guaranteed obligations will have durations of around 10 years for the real estate leases and around 13 years for the charter party, but the final durations may differ. The real estate leases are expected by Management to constitute the majority of the guaranteed obligations. Additional guarantees may be agreed prior to the completion of the Demerger. The guarantees will be issued against a guarantee commission on arms’ length terms. Akastor, and the entity within the Akastor Group for whose benefit a guarantee is issued, will be jointly liable to indemnify New Aker Solutions for any rightful claims under the relevant guarantee. In respect of bank guarantees or other external guarantees provided by third parties, the Separation Agreement provides that Akastor and New Aker Solutions may seek to replace such guarantees with new external guarantees issued for the benefit of New Aker Solutions or an entity within the New Aker Solutions Group. In lieu of such guarantee replacement, and for as long as any such existing guarantee remains in force, the Separation Agreement provides that (i) the New Aker Solutions Group must compensate the costs of the relevant entity within the Akastor Group of maintaining such guarantee; (ii) the New Aker Solutions Group must indemnify the relevant entity within the Akastor Group of any guarantee obligation relating to any such guarantee; and (iii) the relevant entity within the Akastor Group will be entitled to a guarantee commission calculated on the basis of the guarantee amount and payable semi-annually in arrears. On-Going Projects The Existing Aker Solutions Group has certain on-going projects that require resources from entities within both the Akastor Group and the New Aker Solutions Group (e.g., Fjords Processing’s projects with support from the ENG business area in India or Kuala Lumpur). Pursuant to the Demerger Plan and the Separation Agreement, projects that are organised as intra-group co- operation projects will as a main rule continue as is with minor logistical adjustments following the completion of the Demerger. In respect of projects that are not organised as intra-group co-operation projects, but that according to approved project plans require the resources of both entities within the Akastor Group and entities within the New Aker Solutions Group, the Separation Agreement provides that supply agreements or sub-contracting agreements must be entered into between the parties on market terms if not already executed, according to the agreed project plan. For projects where bids are outstanding or planned, and the execution of which require the resources of both

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entities within the Akastor Group and the New Aker Solutions Group, the Separation Agreement provides that supply agreements or sub-contracting agreements must be entered into between the parties on market terms to the extent such bids are won. Real Estate and Leases Existing Aker Solutions’ strategy regarding real estate has been that operational facilities are owned or leased on long-term leases while offices are leased. This strategy will be maintained by the New Aker Solutions Group. Pursuant to the Separation Agreement and various restructuring agreements, it has been agreed that the properties (operating facilities, office buildings and other real estate) owned or leased by the Existing Aker Solutions Group will be divided between the Akastor Group and the New Aker Solutions Group, primarily based on usage, but so that owned real estate will be retained by or transferred to the Akastor Group unless tax or other factors hinders such transfers. Operational properties used in the New Aker Solutions Business and owned by the Akastor Group will be subject to long-term leases between the two groups. The most significant leases between the Akastor Group and the New Aker Solutions Group will be:  the leases for the facilities to be owned by companies within the Akastor Group and used by companies within the New Aker Solutions Group in Egersund, Tranby, Ågotnes, Borgenskogen in Stokke (Subsea House) and Sandnessjøen (all in Norway);

 the leases for the facilities to be owned by companies within the New Aker Solutions Group and used by companies within the Akastor Group in Port Klang, Malaysia, and Rio das Ostras, Brazil; and

 the subleases for the Group’s head offices at Fornebu, Norway.

In addition, there will be subleases between the Akastor Group and the New Aker Solutions Group for various other offices.

The New Aker Solutions Group will, following the completion of the Demerger, own the properties at Port Klang and Labuan in Malaysia, and Rio das Ostras, São José dos Pinhais and Curitiba in Brazil, as well as the properties and offices at Kakinada, Pune and Mumbai in India. With regards to the properties transferred to the New Aker Solutions Group, the Akastor Group will, where needed, remain as a tenant of a portion of the facilities. In addition to the properties owned by the New Aker Solutions Group, the Group will hold leases for certain office buildings and other facilities. The agreements for the various real estate and lease agreements between the New Aker Solutions Group and the Akastor Group will be entered into on arm’s length terms. A full list of properties used by the New Aker Solutions Group can be found in Section 11.12 “Business Overview—Property, Plants and Equipment”.

Employees In connection with the intra-group restructuring effected, or to be effected, in connection with the Demerger, the employees of the Existing Aker Solutions Group have been, or will be, transferred to either the Akastor Group or the New Aker Solutions Group either as part of a transfer of shares in the legal entity in which they are employed as part of a demerger, or as part of transfer of business (assets) from one legal entity to another. Under the terms of the Separation Agreement, the relevant entities within the New Aker Solutions Group and the Akastor Group will assume full responsibility for such transferred employees, and will bear the full risk and cover any loss, liability or cost incurred by the Akastor Group or the New Aker Solutions Group (as applicable) that is attributable to the transfer of such employees.

Pensions Under the terms of the Separation Agreement, the New Aker Solutions Group will assume all pension obligations and liabilities (and where relevant, assets) associated with employees transferred from entities within the Akastor Group to the New Aker Solutions Group in transactions in preparation of the Demerger and vice versa (i.e., employees who will not remain with their employing entity as a consequence of such transactions). Pension obligations, liabilities and assets associated with employees remaining with their employing entity will, according to the Demerger Plan, remain with the relevant employing entity.

Employee Share Purchase Scheme The Existing Aker Solutions Group has since 2009 offered its employees the opportunity to purchase shares in Existing Aker Solutions at a discount under various share purchase programmes.

The share purchases have been subsidised by the Existing Aker Solutions Group and follow tax regulations related to tax-free subsidised shares as per the Norwegian Tax Act of 26 March 1999 No 14 (Nw. skatteloven) (the “Norwegian Tax Act”). As part of the Demerger, the employee shareholders of Existing Aker Solutions will, in conformity with other shareholders, receive one Share for each share held in Existing Aker Solutions on the Cut-Off Date, and they will also keep their shares in Existing Aker Solutions when Existing Aker Solutions is continued as Akastor. The terms

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and conditions for acquired shares under the various employee share purchase programmes, including any lock-up (as applicable) attached to the shares, will be continued both on employees’ shares in Akastor as well as employees’ Shares.

Insurance The insurance arrangements of the Existing Aker Solutions Group are managed by Aker Insurance Services AS. Aker Insurance Services AS will be a part of the New Aker Solutions Group after the completion of the Demerger. The insurance policies of the Existing Aker Solutions Group as at the date of this Prospectus, which cover the New Aker Solutions Business and the Akastor Business, are part of general insurance agreements that cover the Existing Aker Solutions Group or a wider part of the Aker Group of companies, and entity specific insurance policies that only cover specific entities comprised by the New Aker Solutions Group or the Akastor Group. The Existing Aker Solutions Group’s current agreement with Aker Insurance Services AS — which covers the New Aker Solutions Business and the Akastor Business — has a duration of twelve months until 31 March 2015. Costs and expenses that relate to the New Aker Solutions Group under that agreement, including insurance premiums, will, pursuant to the terms of the Separation Agreement, be covered by the New Aker Solutions Group, and costs and expenses that relate to the Akastor Group, including insurance premiums, will be covered by the Akastor Group. Other costs will be shared proportionally between the Akastor Group and the New Aker Solutions Group. If an insurance event occurs such that both the Akastor Group and the New Aker Solutions Group have claims under any applicable insurance policy, and that insurance policy is insufficient to cover all claims, the insurance proceeds will be shared between the parties in the order that they are paid by the insurers, without other preferences.

After 1 April 2015, each of New Aker Solutions, Akastor and Aker Insurance Services AS may, at their discretion, elect to continue or discontinue the current insurance arrangement.

Agreement with Frontica Business Solutions Framework Agreement In connection with the Demerger, New Aker Solutions and Frontica Business Solutions (a business area within the Akastor Group) will enter into the “Framework Agreement” regulating Frontica Business Solutions’ delivery of shared services with the scope of the services to be further agreed between the parties. The Framework Agreement is made on a running basis and will be terminable by either party with 12 months’ written notice, with an option for New Aker Solutions to extend this period by 6 months if the necessary systems have not been fully migrated within the expiry of the notice period. The intention is that Frontica Business Solutions and New Aker Solutions together will contribute to develop cost efficient processes for the shared services.

Global Staffing Agreements In connection with the Demerger, New Aker Solutions and Frontica Business Solutions will enter into an amendment to the “Global Staffing Agreements” currently in force for the business areas of the New Aker Solutions Group. The Global Staffing Agreements regulate Frontica Business Solutions’ (through Aker Advantage) supply of temporary contract personnel to the New Aker Solutions Group. The Global Staffing Agreements will be amended to contain a mutual right for the parties to terminate the agreement on 6 months’ prior notice, earliest with effect from 1 January 2016. The amendment contains provisions regarding joint development obligations with cost focus and benchmarking activities for the parties. The amendment also addresses certain other issues, such as the Temporary Agency Workers Directive 2008/104/EC and performance of Frontica Business Solutions’ obligations.

Transitional Services

In connection with the Demerger, New Aker Solutions and Akastor will enter into the Transitional Services Agreement to regulate certain transitional services to be performed by the New Aker Solutions Group and Akastor Group during a transitional period after the Demerger, such as services related to treasury, insurance and other services that are not otherwise covered by the agreements mentioned above.

The compensation formats and detailed terms are further set out in the Transitional Services Agreement and may vary between the different categories of services, but must always be on arm’s length terms and conditions. If, following the Demerger, any of the parties to the Transitional Services Agreement becomes aware of any intra-group services that prior to the Demerger were provided to or from the New Aker Solutions Business on a regular basis and that were unintentionally omitted from the Transitional Services Agreement, and that, in the reasonable opinion of Akastor and/or New Aker Solutions, is material for a seamless separation of the New Aker Solutions Group from the Akastor Group, the relevant party will for a transitional period have the right to purchase such services from the other party on market terms.

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12.2 Related Party Transactions Related Parties of the New Aker Solutions Group

As at the date of this Prospectus, New Aker Solutions is, and for the periods comprised by the Combined Carve-Out Financial Statements the entities within the New Aker Solutions Group have been, controlled by Existing Aker Solutions (to be renamed Akastor); therefore, Akastor and the entities within the Akastor Group are related parties of New Aker Solutions.

The largest shareholder of Akastor and, at the time of completion of the Demerger, also of New Aker Solutions, Aker Kværner Holding AS, is controlled by Aker ASA, which, in turn, is controlled by Kjell Inge Røkke and members of his family through TRG Holding AS and The Resource Group TRG AS. All entities that Kjell Inge Røkke controls or has significant influence over have, for the purposes of the Combined Carve-Out Financial Statements, been considered to be related parties to New Aker Solutions pursuant to IAS 24 “Related Parties”.

Summary of Transactions and Loan Balances between the New Aker Solutions Group and its Related Parties

Set out below is a summary of transactions and loan balances between New Aker Solutions and its related parties as at the dates and for the periods indicated. For further details, see note 8 to the Full-Year Combined Carve-Out Financial Statements.

As at and for the six months ended 30 June 2014 NOK million Aker Akastor entities entities Total Income statement Operating revenue and other income ...... 1,108 152 1,260 Operating costs ...... (58) (2,275) (2,333) Net financial items ...... ― 5 5

Balance sheet Trade receivables ...... 494 138 632 Trade payables ...... (56) (319) (375)

As at and for the year ended 31 December 2013 NOK million Aker Akastor entities entities Total Income statement Operating revenue and other income ...... 1,850 167 2,017 Operating costs ...... (254) (4,286) (4,540) Net financial items ...... ― 8 8

Balance sheet Trade receivables ...... 397 140 537 Provision for bad debt ...... ― ― ― Non-interest-bearing receivables ...... ― 129 129 Interest-bearing receivables ...... ― 106 106 Trade payables ...... (33) (568) (601) Group contribution ...... ― (1,871) (1,871)

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As at and for the year ended 31 December 2012 NOK million Aker Akastor entities entities Total Income statement Operating revenue and other income ...... 1,105 151 1,256 Operating costs ...... (446) (3,817) (4,263) Net financial items ...... ― 8 8

Balance sheet Trade receivables ...... 323 80 403 Provision for bad debt ...... ― ― ― Non-interest-bearing receivables ...... ― 286 286 Interest-bearing receivables ...... ― 88 88 Trade payables ...... (48) (446) (494) Group contribution ...... ― (1,092) (1,092)

As at and for the year ended 31 December 2011 NOK million Aker Joint Akastor entities ventures entities Total Income statement Operating revenue and other income ...... 270 12 193 475 Operating costs ...... (243) ― (2,646) (2,889) Net financial items ...... 1 ― 10 11

Balance sheet Trade receivables ...... 114 3 89 206 Provision for bad debt ...... (1) ― ― (1) Non-interest-bearing receivables ...... ― ― 69 69 Interest-bearing receivables ...... ― ― 134 134 Trade payables ...... (82) ― (175) (257) Group contribution ...... ― ― (540) (540)

Related Party Transactions with Entities Controlled by Akastor

The Akastor Group has both purchased and supplied goods and services from and to the New Aker Solutions Group. Business operations with the Akastor Group have typically included subcontracting and hire of personnel. In addition to ordinary business operations, management services, shared services, recruitment and supply services, treasury services and insurance services have been purchased from the Akastor Group. The costs for these services are included in operating expenses in the table above, and amounted to NOK 3.8 billion for the year ended 31 December 2013, NOK 3.4 billion for the year ended 31 December 2012 and NOK 2.4 billion for the year ended 31 December 2011. Pricing models vary between types of services; however, New Aker Solutions believes that all models are based on arm’s-length terms.

Further, certain customer projects, particularly in Norway, are executed based on subcontracting arrangements between the Akastor Group and the New Aker Solutions Group. Agreements have been entered into for the provision of services between the Akastor Group and the New Aker Solutions Group in connection with the Demerger as further discussed in Section 12.1 “Relationship with Akastor; Related Party Transactions—Separation Arrangements Relating to the Demerger”.

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Related Party Transactions with Entities in the Aker Group

Intellectual Property Holdings AS

Existing Aker Solutions has an agreement with Intellectual Property Holdings AS which holds all rights, titles and interests in and to registered trademarks and domain names containing “Aker”. According to the agreement, Existing Aker Solutions has the right to use the “Aker” name in combination with “Solutions”. The agreement will, in accordance with the Demerger Plan, be transferred to New Aker Solutions on a royalty free basis. The agreement is not limited in time.

Related Party Transactions with Kværner

The New Aker Solutions Group delivers both services and products to Kværner. The New Aker Solutions Group provides engineering, technical procurement and other related services as a sub-contractor to Kværner. Further, the New Aker Solutions Group provides fabrication of modules as a sub-contractor to large oil installations delivered by Kværner. Skilled personnel have been hired out between the New Aker Solutions Group and Kværner, especially within offshore trades in high activity periods. The New Aker Solutions Group has also used Kværner as a sub- contractor for minor pre-fabrications.

Related Party Transactions with Det norske oljeselskap ASA

The New Aker Solutions Group is party to agreements with Det norske oljeselskap for the development projects Jette and Ivar Aasen. The deliveries were to a large extent completed by the end of 2012 and 2013, respectively. The amounts included in operating revenue in the table above relates to 100 per cent of the contract revenue. Det norske oljeselskap’s share of the licenses are 70 per cent for Jette and 35 per cent for Ivar Aasen.

Related Party Transactions with Aker ASA

Aker Solutions Inc, which is a subsidiary of New Aker Solutions, is sponsoring employers of the U.S. pension plan Kværner Consolidated Retirement Plan. The principal sponsor for the plan is Kvaerner U.S. Inc, a subsidiary of TH Global plc. Aker ASA has provided a guarantee to the plan in the event that New Aker Solutions becomes liable for more than one-third of the underfunded element of the plan. As part of the Demerger, an agreement will be entered into pursuant to which a subsidiary of Akastor will indemnify the New Aker Solutions Group from any liability pertaining to the Kværner Consolidated Retirement Plan.

Related Party Transactions with Aker Capital AS

Existing Aker Solutions agreed in March 2012 to increase the ownership in Aker Clean Carbon to 100 per cent, by taking over Aker Capital AS’ stake of 50 per cent. Aker Capital is a wholly-owned subsidiary of Aker ASA. The transaction included a cash element of NOK 0 (zero) at the time of the takeover, and an agreement between the parties, by which the acquirer will pay an amount to the seller, based on earnings from new technology agreements signed within the coming 10 years from the transaction date.

The seller’s entitlement to financial compensation has been capped at the amount equal to Aker ASA’s total investment in Aker Clean Carbon, which is NOK 147 million, plus 12 per cent per annum. Fair value of the consideration in the transaction is estimated to be NOK 0 (zero). There has been no earn-out paid as at the date of this Prospectus.

Other related parties

Aker Pensjonskasse

Aker Pensjonskasse was established by Aker ASA to manage the retirement plan for employees and retirees in Existing Aker Solutions as well as related Aker companies. Aker Pensjonskasse has an equity capital of NOK 128 million, which represents 3.4 per cent of the total capital as of December 2013. New Aker Solutions will participate in any future contributions of equity capital to Aker Pensjonskasse proportionally to its share of the pension arrangements.

New Aker Solutions’ pension arrangements represent approximately 33 per cent of the total. Premium paid to Aker Pensjonskasse amounted to NOK 86 million in 2013 (NOK 86 million in 2012 and NOK 92 million in 2011).

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13. BOARD OF DIRECTORS, MANAGEMENT AND CORPORATE GOVERNANCE This Section provides information on the Board of Directors and executive management of New Aker Solutions, certain terms of employment for the Directors and members of executive management, as well as information on certain other corporate bodies and the corporate governance principles of New Aker Solutions.

13.1 Overview New Aker Solutions’ management is vested in the Company’s Board of Directors and Management. In accordance with Norwegian law, the Company’s Board of Directors is responsible for, among other things, supervising the general and day-to-day management of the Company’s business; ensuring proper organisation; preparing plans and budgets for its activities; ensuring that the Company’s activities, accounts and asset management are subject to adequate controls; and undertaking investigations necessary to ensure compliance with its duties.

New Aker Solutions’ Management is responsible for the day-to-day management of the Company’s operations in accordance with instructions set out by the Board of Directors. Among other responsibilities, the Company’s Chief Executive Officer (“CEO”) is responsible for keeping the Company’s accounts in accordance with existing Norwegian legislation and regulations and for managing the Company’s assets in a responsible manner. In addition, at least once per month, the Company’s CEO must brief the Board of Directors about the Company’s activities, financial condition and results of operations.

13.2 Board of Directors and Management 13.2.1 Board of Directors New Aker Solutions’ Current Articles of Association provide that the Company’s Board of Directors must consist of a minimum of three and a maximum of five members; whereas the New Articles of Association of the Company as of the date of the completion of the Demerger provide that the Company’s Board of Directors must consist of a minimum of six and a maximum of 12 members.

New Aker Solutions’ current interim Board of Directors (the “Interim Board of Directors”) is composed of three shareholder-elected members who will serve as members of the Board of Directors until 08:00 Central European Time (“CET”) on the first day of trading in the Shares on the Oslo Stock Exchange. The Interim Board of Directors will be replaced by a new Board of Directors (the “New Board of Directors”) as of 08:00 CET on the first day of trading in the Shares on the Oslo Stock Exchange. The New Board of Directors will initially consist of five shareholder-elected members. All of the shareholder-elected members of the New Board of Directors have been appointed for term until the Company’s annual general meeting in 2016. In addition, three employee-elected members will join the New Board of Directors following an employee election effective from the first day of trading in the Shares on the Oslo Stock Exchange with effect from 08:00 CET on the first day of trading in the Shares on the Oslo Stock Exchange. The employee-elected members will be elected for term until 2017.

As the Company has no employees, there is no mandatory employee representation in the Board of Directors of the Company and there will be no corporate assembly. However, New Aker Solutions has entered into an agreement with the employees of the New Aker Solutions Group regarding group employee board representation in New Aker Solutions for the employees of the Norwegian subsidiaries of the Group. This agreement provides for Group employee board representation in the Company such that the employees of the Norwegian subsidiaries of the Group will appoint up to one third of the directors to the Board of Directors of New Aker Solutions. Accordingly, the employees of the New Aker Solutions Group will appoint three out of eight members of the Board of Directors of New Aker Solutions.

All of the shareholder-elected members of the Interim Board of Directors and none of the shareholder-elected members of the New Board of Directors are currently employees of Existing Aker Solutions.

The Management is represented on the Interim Board of Directors, but will not be represented on the New Board of Directors.

The members of the Interim Board of Directors and the New Board of Directors are presented in the tables below. The Company’s registered business address, Snarøyveien 36, 1364 Fornebu, Norway, serves as c/o address for the members of the Board of Directors in relation to their directorship of the Company. As at the date of this Prospectus, none of the Directors (interim or new) holds any Shares, options or other rights to acquire Shares. However, certain of the Directors hold shares in Existing Aker Solutions as at the date hereof, and will, if such shareholdings are held as at expiry of the Cut-Off Date, on such basis receive the number of Shares indicated in the tables below.

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Interim Board of Directors (1) Position Number of Shares Svein Oskar Stoknes ...... Chairman 1,297 Marianne Mithassel Aamodt ...... Director 4,299 Axel Ranang Gustavsen ...... Director 4,756 ______

(1) No stock options exist in respect of any member of the Interim Board of Directors.

The expertise and experience of each member of the Interim Board of Directors is set out below:

Svein Oskar Stoknes, Chairman: Mr Stoknes joined Existing Aker Solutions in 2007 and has served as Senior Vice President and Head of Finance for the Subsea business area since 2011 before he was appointed Chief Financial Officer (“CFO”) of New Aker Solutions in April 2014, a position he will formally assume as of the date of the Demerger. Mr Stoknes has extensive international experience in finance and M&A. His former employers include Tandberg, Citigroup, Norwegian Trade Council and ABB Group. Mr Stoknes holds an MBA from Columbia Business School in New York and an MSc from the Norwegian School of Management. Mr Stoknes is a Norwegian citizen.

Marianne Mithassel Aamodt, Director: Ms Aamodt is Senior Vice President and Head of Financial Reporting of Existing Aker Solutions. She joined Existing Aker Solutions in 2008. Previously she had been with Norsk Hydro for 20 years where she has held several positions in the Aluminium business area, including CFO, Plant Manager and SVP Strategic Communication. Ms Aamodt holds a BSc and an MBA from the University of Minnesota. Ms Aamodt is a Norwegian citizen.

Axel Ranang Gustavsen, Director: Mr Gustavsen joined Existing Aker Solutions in 2004, and has served in several positions, including Head of Legal and Compliance for the Americas, Head of Legal for the SUB and UMB business areas, and Deputy Chief Legal Counsel. Mr Gustavsen assumed the position of Senior Vice President and Chief Legal Counsel for New Aker Solutions in July 2014. Mr Gustavsen holds a master of law from the University of Oslo and has previously worked for the law firms BA-HR and Thommessen. Mr Gustavsen is a Norwegian citizen.

New Board of Directors (1) Position Number of Shares Øyvind Eriksen ...... Chairman —(2) Kjell Inge Røkke ...... Director —(3) Anne Drinkwater ...... Director 3,500 Stuart Ferguson ...... Director — Koosum Kalyan ...... Director — Atle Teigland ...... Director (employee representative) 4,053 Åsmund Knutsen ...... Director (employee representative) 5,112 Hilde Karlsen ...... Director (employee representative) 2,088 ______

(1) No stock options exist in respect of any member of the New Board of Directors. (2) Øyvind Eriksen does not hold any shares in Existing Aker Solutions; however, he has an ownership interest through his holding of 100,000 shares in Aker ASA and 0.20 per cent of the shares in TRG Holding AS through a privately owned company. (3) The largest shareholder of Existing Aker Solutions – Aker Kværner Holding AS, owning 40.27 per cent of the shares in Existing Aker Solutions — is controlled by Aker ASA (70 per cent direct ownership), which is controlled (66.66 per cent) by Kjell Inge Røkke and members of his family through TRG Holding AS and The Resource Group AS. The remaining shares in Aker Kværner Holding AS are, as at the date of this Prospectus owned by the Norwegian Government (30 per cent direct ownership). In addition to its shareholding in Existing Aker Solutions through Aker Kværner Holding AS, Aker ASA also owns 6.33 per cent of the shares in Existing Aker Solutions directly.

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The expertise and experience of each member of the New Board of Directors is set out below:

Øyvind Eriksen, Chairman: Mr Eriksen is President and CEO of Aker ASA and was Executive Chairman of Existing Aker Solutions from June 2010 and up until 1 July 2014 from which time he continued as Chairman only. Mr Eriksen holds a law degree from the University of Oslo, and in 1990, he joined the Norwegian law firm BA-HR. In 1996, he became a partner in the firm, and in 2003, he became a board member and chairman. At BA-HR, Mr Eriksen worked closely with Aker and Aker’s main shareholder, Kjell Inge Røkke. Mr Eriksen is chairman of the board of Aker Kværner Holding AS and a director of several companies, including The Resource Group TRG AS, TRG Holding AS and Reitangruppen AS. Mr Eriksen is a Norwegian citizen. He has been elected for the period 2014 to 2016.

Kjell Inge Røkke, Director: Entrepreneur and industrialist Kjell Inge Røkke, Aker ASA’s main owner, has been a driving force in the development of Aker since the 1990s. Mr Røkke launched his business career with the purchase of a 69- foot trawler in the United States in 1982, and gradually built a leading world-wide fisheries business, harvesting white fish and processing at sea. In 1996, Mr Røkke purchased enough shares in Aker ASA to become Aker ASA’s largest shareholder and owns today, together with members of his family, 66.66 per cent of Aker ASA through TRG Holding AS and The Resource Group TRG AS. Mr Røkke is currently chairman of Aker ASA, and a board member of Kværner ASA, Det norske oljeselskap ASA and Ocean Yield ASA. Mr Røkke is a Norwegian citizen. He has been elected for the period 2014 to 2016.

Anne Drinkwater, Director: Ms Drinkwater retired from BP in 2012, where she held a number of leadership positions including Group Vice President for North Africa, Azerbaijan, the Middle East and Asia Pacific, President and CEO of BP Canada, President of BP Indonesia and Managing Director of BP Norway. She holds a BSc in applied mathematics and statistics from Brunel University, London. She is a director at Tullow Oil, which has its primary listing on the London Stock Exchange. Ms Drinkwater is a British citizen. She has been elected for the period 2014 to 2016.

Stuart Ferguson, Director: Mr Ferguson is the Managing Director of Flux Oilfield Technology Ltd., which provides consulting services to 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., Zi-Lift AS and Rubislaw Instruments Ltd. Mr Ferguson has a BSc in Chemical Engineering from the University of Birmingham. Prior to joining Flux Oilfield Technology Ltd., 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. He is a British citizen. He has been elected for the period 2014 to 2016.

Koosum Kalyan, Director: Ms Kalyan served as a Senior Business Development Manager of African Exploration Oil and Gas of Shell International Exploration from 2000 to 2008. She was the Chief Economist and the GM for Corporate at Shell Southern Africa from 1990 to 1999. Prior to joining Shell, Ms Kalyan was Senior Economist at the Chamber of Mines of South Africa and was an economist at the Electricity Commission of Victoria Melbourne Australia. Ms Kalyan graduated in Bcom Law and Honours in Economics at the University of Durban and completed the Senior Executive Management Program at the London Business School and the Leadership Management Program at the Shell Leadership Training Center. She serves as a non-executive Chairman of EdgoMerap (Pty) Ltd. She currently serves on the boards of the following companies as a non-executive director: Mobile Telephone Networks Holding (MTN Group Ltd), Petmin Mining Ltd; and as an Alternate Director at Hayleys Energy Services (Sri Lanka), Eaglestone Capital and AOS Orwell. She served on the boards of Standard Bank Group and the South African Reserve Bank subsidiary companies until 2014. Ms Kalyan has also lectured on the Africa Program at Harvard Business School and Wharton Business School. Ms Kalyan is a South African citizen. She has been elected for the period 2014 to 2016.

Atle Teigland, Director (employee representative): Mr Teigland will be elected by the employees of the New Aker Solutions Group to the New Board of Directors on 19 September 2014. He currently serves on the board of directors of Existing Aker Solutions and has served on the boards of Aker, Aker RGI and Aker Maritime for several years. Mr Teigland is a group union representative for the Existing Aker Solutions Group on a full-time basis and will also continue in this position in the New Aker Solutions Group. He has been employed by Existing Aker Solutions since 1978. Mr Teigland is a certified electrician. Mr Teigland is a Norwegian citizen. He will be elected for the period 2014 to 2017.

Åsmund Knutsen, Director (employee representative): Mr Knutsen will be elected by the employees of the New Aker Solutions Group to the New Board of Directors on 19 September 2014. Since 1991, he has held various positions in Aker Engineering & Technology AS and is now a group union representative for white-collar employees in the Existing Aker Solutions Group on a full-time basis. Mr Knutsen holds a MSc in hydrodynamics from Oslo University. Mr Knutsen is a Norwegian citizen. He will be elected for the period 2014 to 2017.

Hilde Karlsen, Director (employee representative): Ms Karlsen will be elected by the employees of the New Aker Solutions Group to the New Board of Directors on 19 September 2014. She was selected by the employees to the board of directors of the Existing Aker Solutions Group in 2011. Since 1992, she has held various positions in the Existing Aker Solutions Group, and is now engineering manager in Aker Offshore Partner. Ms Karlsen was the

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employees’ representative on the Kværner Oil and Gas board from 1993 to 2003. Ms Karlsen holds a BSc in engineering from Narvik University College. Ms Karlsen is a Norwegian citizen. She will be elected for the period 2014 to 2017.

The composition of the Company’s Board of Directors will, as of 08:00 CET on the first day of trading in the Shares on the Oslo Stock Exchange, be in compliance with the independence requirements of the Norwegian Code of Practice of 23 October 2012 (the “Corporate Governance Code”). The Corporate Governance Code provides that a board member is generally considered to be independent when he or she does not have any personal, material business or other contacts that may influence the decisions he or she makes as a board member.

All members of the Interim Board of Directors are employed indirectly by the Company’s sole shareholder prior to the completion of the Demerger, Existing Aker Solutions (to be renamed Akastor ASA).

All shareholder-elected Directors, as of the first day of trading in the Shares on the Oslo Stock Exchange, will be independent of the Company’s significant business relations. All shareholder-elected Directors other than Øyvind Eriksen and Kjell Inge Røkke are deemed independent from the Company’s direct main shareholder, Aker Kværner Holding AS, and its indirect main shareholder, Aker ASA. All of the Directors are independent from the Management.

The shareholders agreement entered into between Aker ASA and the Norwegian Government (and addenda thereto) regarding the holding of shares in the Company through Aker Kværner Holding AS make it clear that the agreement does not interfere in decision-making processes, nor does it entitle Aker Kværner Holding AS to board representation or any other participation in the Company.

13.2.2 Management The members of the Management are presented in the table below. As at the date of this Prospectus, none of the members of the Management holds any Shares, options or other rights to acquire Shares. However, certain of the members of the Management hold shares in Existing Aker Solutions as at the date of this Prospectus, and will, if such shareholdings are held as at the expiry of the Cut-Off Date, on such basis receive a number of Shares as indicated in the table below. The Company’s registered business address, Snarøyveien 36, 1364 Fornebu, Norway, serves as c/o address for the members of the Management.

Position Number of Shares Luis Araujo ...... Chief Executive Officer (and interim Head of HSE, Risk and Compliance) 15,757 Svein Oskar Stoknes ...... Chief Financial Officer 1,297 Per Harald Kongelf ...... Regional President Norway — David Currie ...... Regional President United Kingdom — Erik Wiik ...... Regional President North America 8,148 Alan Brunnen ...... Head of Subsea — Tore Sjursen ...... Head of Maintenance, Modifications and Operations 8,366 Valborg Lundegaard ...... Head of Engineering 5,185 Mark Riding ...... Chief Strategic Marketing 15,169

The expertise and experience of each member of the Company’s Management is set out below:

Luis Araujo, Chief Executive Officer: Mr Araujo was appointed regional manager for Existing Aker Solutions in Brazil in November 2011 before becoming CEO for New Aker Solutions within the Existing Aker Solutions Group in July 2014. Mr Araujo lives in Oslo and has over 30 years of experience in the industry, most recently as chief executive officer for Wellstream do Brazil, a pipeline products company with a wide range of pipe solutions. He has also had leading positions with ABB Group, Coflexip, Vetco and FMC Technologies. He holds a Bachelor degree in Mechanical Engineering from Gama Filho University in Rio de Janeiro, Brazil, and an MBA from Edinburgh University, UK. Mr Araujo is a Brazilian, British and Portuguese citizen.

Svein Oskar Stoknes, Chief Financial Officer: Mr Stoknes joined Existing Aker Solutions in 2007 and has served as Senior Vice President and Head of Finance for the Subsea business since 2011 before he was appointed CFO for New Aker Solutions in April 2014, a position he will formally assume as of the date of the Demerger. Mr Stoknes has extensive international experience in finance and M&A. His former employers include Tandberg, Citigroup, Norwegian Trade Council and ABB Group. Mr Stoknes holds an MBA from Columbia Business School in New York and an MSc from the Norwegian School of Management. Mr Stoknes is a Norwegian citizen.

Per Harald Kongelf, Regional President Norway: Mr Kongelf was appointed regional manager for Existing Aker Solutions in Norway on 1 January 2013. He has 25 years of experience in the oil and gas industry and was previously EVP of the Products

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& Technologies business area, and president of Existing Aker Solutions’ process systems business area. Prior to that, Mr Kongelf worked as an investment manager in the Statkraft Group and in the Existing Aker Solutions Group. Mr Kongelf holds an MSc from the Norwegian Institute of Technology (NTH). Mr Kongelf is a Norwegian citizen.

David Currie, Regional President United Kingdom: Mr Currie was appointed President of Existing Aker Solutions’ UK Region in January 2014. Mr Currie is based in Aberdeen and joined Existing Aker Solutions after 28 years with FMC Technologies. In FMC Technologies he held various leading positions, most recently as director of global subsea operations. Mr Currie attended Aberdeen University where he achieved a Bachelor of Laws (LLB). Following this, he earned a postgraduate degree in Human Resources at the Robert Gordon University. Mr Currie is a British citizen.

Erik Wiik, Regional President North America: Mr Wiik was appointed EVP and Regional President for Existing Aker Solutions in North America in November 2011. Mr Wiik lives in Houston and has worked in the oil and gas industry for 23 years. He comes from the position as President of Existing Aker Solutions’ Subsea business unit in North America. He has previously been in charge of corporate initiatives within project risk management, served as business unit President of well services and held managerial roles within construction, engineering and procurement. He has an engineering degree from Texas A&M University. Mr Wiik is a U.S. citizen.

Alan Brunnen, Head of Subsea: Mr Brunnen was appointed Head of Subsea in August 2011. Educated at Aberdeen University and London Business School, Mr Brunnen has over 30 years of experience in the oil and gas industry. Over the years, Mr Brunnen has held various management positions, including Managing Director of the SUB business area in Aberdeen and Chief Operating Officer at Stolt Offshore. Mr Brunnen is a British citizen.

Tore Sjursen, Head of Maintenance, Modifications and Operations: Mr Sjursen was appointed Head of the MMO business area in October 2010. Mr Sjursen has been with Existing Aker Solutions for 27 years in different positions in field development and MMO. From 2008 to 2010 Mr Sjursen was head of Existing Aker Solutions Energy Development and Services (ED&S) International, and from 2009 stationed in Australia. Mr Sjursen holds a MSc in mechanical engineering from Norwegian Institute of Technology (NTH) and a MSc in management from Boston University, Brussels. Mr Sjursen is a Norwegian citizen.

Valborg Lundegaard, Head of Engineering: Ms Lundegaard was appointed Head of Engineering in February 2011. Ms Lundegaard has more than 30 years’ experience from the oil and gas industry and has held a number of key positions in Existing Aker Solutions, including corporate and project management. From 2008, Ms Lundegaard was president of Aker Engineering and Technology. Ms Lundegaard holds a degree in chemical engineering from the Norwegian Institute of Technology (NTH). Ms Lundegaard is a Norwegian citizen.

Mark Riding, Chief Strategic Marketing: Mr Riding was appointed EVP of corporate strategic marketing for Existing Aker Solutions in February 2011. Mr Riding is an oil and gas industry professional with over 32 years’ experience in various senior global management roles and a considerable number of overseas assignments. In his most recent external position, Mr Riding completed 29 years with Schlumberger. Mr Riding holds a BSc in mining engineering from the University of Birmingham, UK. Mr Riding is a British citizen.

13.2.3 Remuneration No compensation has been paid or will be paid to the members of the Interim Board of Directors for their services as Directors of the Company for the period up to the first day of trading in the Shares on the Oslo Stock Exchange. Compensation for the members of the New Board of Directors for the period from the first day of trading in the Shares and up to the date of the annual general meeting of the Company’s shareholders in 2015 will be determined by the shareholders at such meeting based on proposals from the nomination committee and such determination will have retrospective effect. Thereafter, compensation will be determined in arrears on an annual basis by the shareholders at the Company’s annual general meetings based on proposals from the nomination committee.

As New Aker Solutions did not have a separate executive management for the periods covered by the Combined Carve-Out Financial Statements included in this Prospectus, and the members of the Management assumed their positions in New Aker Solutions subsequent to 30 June 2014, the agreed remuneration and salary arrangements for members of the Management as included in their new employment contracts are included in the table below. All members of the Management were employees of subsidiaries of Existing Aker Solutions prior to being appointed members of the Management; however, their salary arrangements were adjusted to reflect their appointment to new positions in New Aker Solutions.

(1) Base Salary Luis Araujo, Chief Executive Officer ...... NOK 7 million Svein Oskar Stoknes, Chief Financial Officer ...... NOK 2.60 million Per Harald Kongelf, Regional President Norway ...... NOK 2.95 million David Currie, Regional President United Kingdom ...... GBP 0.28 million(2)

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(1) Base Salary Erik Wiik, Regional President North America ...... USD 0.44 million Alan Brunnen, Head of Subsea ...... GBP 0.37 million Tore Sjursen, Head of Maintenance, Modifications and Operations ...... NOK 2.62 million Valborg Lundegaard, Head of Engineering ...... NOK 2.41 million Mark Riding, Chief Strategic Marketing ...... NOK 2.39 million(3) ______

(1) In addition, the Company will cover the expenses of equipment/facilities required to fulfil certain defined needs (as at the date of this Prospectus this extends to mobile phone expenses and for some of the members of the Management, housing expenses, car allowances, children’s schooling costs, etc.). Other benefits include insurance agreements under the Group’s standard schemes. Pension benefits includes benefits under the standard employee pension scheme of the Group, a pension compensation scheme related to the transfer from a defined benefit plan to a defined contribution plan and a disability pension scheme. No pension rights are earned for salary payments above twelve times the Norwegian statutory basic amount (Nw. grunnbeløp) (as at the date of this Prospectus, approximately NOK 1.1 million). In addition, the Company provides for certain management pension rights related to the wound up of schemes and early retirement schemes. (2) Additional remuneration: three years sign-on bonus. Employed January 2014.

(3) Additional remuneration: NOK 800,000 international allowance. In addition to the base salary, the members of the Management participate in the Company’s executive variable pay programme. The programme consists of three parts and is based on the achievement of company key performance indicators (“KPI”), financial and individual performance objectives, development of the price of the Shares and conditions on continued employment. The variable pay is earned over a period of three years:

 The first part of the variable pay is earned during the first year and is based on KPIs, financial and individual performance objectives. The maximum value is 66.7 per cent of base salary. The executives are paid 50 per cent of this variable pay after the first year, and 50 per cent is delayed until after the third year.

 The second part is conditional on the executive being employed after three years, where the executive receives an additional 50 per cent of the variable pay as earned the first year. The maximum amount is 30 per cent of base salary.

 The third part of the programme is based on the price of the Shares after three years and is dependent on the executive still being employed at that time. The valuation is based on 50 per cent of part one plus 100 per cent of part two of the variable pay programme. The sum of these is then multiplied by the percentage increase in the price of the Shares over the change in the general stock index at the Oslo Stock Exchange over the three year period. The share based payment has a maximum value of 20 per cent of base salary at any time.

The CEO’s variable pay package is similar to the executive variable pay programme described above, including that it is capped at 66.7 per cent of the base salary; however, the bonus is based solely on the annual increase in the price of the Shares and the Company’s dividend payments.

In addition to the executive variable pay programme, the members of the Management may from time to time be granted a discretionary variable pay.

13.2.4 Loans and Guarantees The New Aker Solutions Group has not, as at the date of this Prospectus granted any loans to, or issued any guarantees for the benefit of, any of the members of the Interim Board of Directors, the New Board of Directors or the Management.

13.2.5 Benefits upon Termination of Employment No member of the Interim Board of Directors or the New Board of Directors has an employment contract with New Aker Solutions providing for benefits upon termination of their positions as members of the Board of Directors of the Company or otherwise.

All but two of the members of the Management team of the New Aker Solutions Group may terminate their employment contract with three months’ notice and are entitled to six months’ severance pay upon termination of their employment contract by New Aker Solutions. Tore Sjursen may terminate his employment contract with six months’ notice whilst Erik Wiik may terminate his employment contract without notice. Neither Tore Sjursen nor Erik Wiik are entitled to severance pay upon termination of their employment contract by New Aker Solutions.

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13.2.6 Pensions The New Aker Solutions Group has a standard employee defined contribution plan in accordance with Norwegian regulations for defined contribution schemes for salaries below twelve times the Norwegian statutory basic amount (as at the date of this Prospectus, for salaries below approximately NOK 1.1 million).

Other than the employee-elected members of the New Board of Directors, who are included in the Company’s pensions scheme, directors are not entitled to pension payments or related benefits from the Company.

For more information regarding pension and retirement benefits, see note 25 to the Full-Year Combined Carve-Out Financial Statements as well as Section 9.12 “Operating and Financial Review—Pension Arrangements”.

13.2.7 Directorships and Management Positions Held by the Members of the Board of Directors and the Management The table below gives an overview of all companies and partnerships of which the members of the Interim Board of Directors, the New Board of Directors and the Management have been members of the administrative, management and supervisory bodies in the previous five years.

Interim Board of Directors

Position in Current Directorships Previous Directorships and New Aker Solutions and Management Positions Management Positions last Five Years Svein Oskar Stoknes .. Chairman, Interim Management Position(s): Management Position(s): Board of Directors Existing Aker Solutions (Senior Vice Existing Aker Solutions (Senior Vice President) President Corp BD) Directorship(s): Directorship(s): Various directorships within the Existing Various directorships within the Existing Aker Solutions Group Aker Solutions Group Stoknes Holding AS (Director) Knut Stoknes AS (Director)

Marianne Mithassel Director, Interim Board Management Position(s): Management Position(s): Aamodt ...... of Directors Existing Aker Solutions (Head of Hydro Aluminium Profiler AS (Plant Financial Reporting) Manager) Directorship(s): Directorship(s): Various directorships within the Existing The Confederation of Norwegian Aker Solutions Group Enterprise (NHO, domestic department) Sør-Norge Aluminium AS (Director) Various directorships within the Existing Aker Solutions Group

Axel Ranang Director, Interim Board Management Position(s): Management Position(s): Gustavsen ...... of Directors New Aker Solutions (SVP Chief Legal Existing Aker Solutions (Head of Legal Counsel) and Compliance for the Americas) Willfab Inc (Company Secretary) Existing Aker Solutions (Head of Legal Directorship(s): for Subsea and Umbilicals business areas) Various directorships within the Existing Existing Aker Solutions (Deputy Chief Aker Solutions Group Legal Counsel) Directorship(s): Kvaerner Newfoundland Ltd (Director)

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New Board of Directors

Position in Current Directorships Previous Directorships and New Aker Solutions and Management Positions Management Positions last Five Years Øyvind Eriksen(1) ...... Chairman, New Board of Management Position(s): Management Position(s): Directors Aker ASA (Chief Executive Officer) — Directorship(s): Directorship(s): Aker ASA (Director) Existing Aker Solutions (Executive Existing Aker Solutions (Chairman); Chairman) Aker Kværner Holding AS (Chairman) Havfisk ASA (Director) TRG Holding (Director) Converto AS (Director) The Resource Group TRG AS (Director) Aker Clean Carbon (Director) Converto Capital Fund AS (Chairman) Aker Capital (Chairman) Erøy AS (Chairman) Transocean Norway Drilling AS Aker Achievements (Chairman) (Director) Flette AS (Director) Ocean Harvest AS (Chairman) Qinterra AS (Director) Flette AS (Chairman) Reitangruppen AS (Director) Stokke AS (Director) Gluteus Medius AS (Director) Volvo Car Norway AS (Director) Oz Holdco AS (Director) Rema Finans AS (Director) Oz Midco AS (Director) Volvo Norge AS (Chairman) Oz Topco AS (Director) GKN Aerospace Norway AS (Director) Qinterra AS (Director) Reitan Kapital AS (Director) Gluteus Medius (Director) Thor Dahl Management AS (Deputy Director) Thor Dahl Shipping AS (Director)

Kjell Inge Røkke(1)..... Director, New Board of Management Position(s): Management Position(s): Directors _ _ Directorship(s): Directorship(s): Aker ASA (Chairman) Aker Stadion Drift DA (Participant) Det norske oljeselskap ASA (Director) Molde Fotball AS (Director) Kværner ASA (Director) TRG Eco Harvesting AS (Chairman) Existing Aker Solutions (Director) Kværner ASA (Chairman) Aker Kværner Holdings AS (Director) Aker BioMarine ASA (Chairman) Ocean Yield ASA (Director) Stiftelsen Aker Stadion I (Chairman) Stiftelsen Aker Stadion II (Chairman) TRG Holding (Chairman) The Resource Group TRG AS (Chairman) Stiftelsen Molde Fotball (Chairman) Kværner Concrete Solutions (Deputy Chairman) Våningshuset AS (Director) Converto Capital Fund AS (Director) Oppdal Hotellinvest (Director) Oppdalstoppen Invest AS (Director) Trygg Pharma Group AS (Director) Oppdalstoppen 880 AS (Director)

Anne Drinkwater ...... Director, New Board of Management Position(s): Management Position(s): Directors — BP Canada (President and CEO) Directorship(s): Directorship(s): Tullow Oil (Director) — Existing Aker Solutions (Director)

Stuart Ferguson ...... Director, New Board of Management Position(s): Management Position(s): Directors Flux Oilfield Technology Ltd. Weatherford International Ltd (various Directorship(s): positions, including Senior Vice Borets International Ltd. (Director) President and Chief Technology Officer) I-Pulse Inc. (Director) Directorship(s): Zi-Lift AS (Director) — Existing Aker Solutions (Director)

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Position in Current Directorships Previous Directorships and New Aker Solutions and Management Positions Management Positions last Five Years Rubislaw Investments Ltd(Director) Enovate Systems Ltd. (Chairman)

Koosum Kalyan ...... Director, New Board of Management Position(s): Management Position(s): Directors — — Directorship(s): Directorship(s): EdgoMerap (Pty) Ltd. (Chairman) — Mobile Telephone Networks Holding (MTN Group Ltd) (Director) Standard Bank Group (Director) South African Bank Note Company (Director) Petmin Mining Ltd (Director) Hayleys Energy Services (Sri Lanka) (Alternate Director) AOS Orwell (Alternate Director) Existing Aker Solutions (Director)

Atle Teigland ...... Director, New Board of Management Position(s): Management Position(s): Directors — — Directorship(s): Directorship(s): Existing Aker Solutions (Director) Bladet Tysnes AS (Director) Velferdsstiftelsen for Aker Solutions Sunnhordland Interkommunale Miljøverk Ansatte (Director) IKS (Director) Tysnes Kraftlag SA (Vice Chairman)

Åsmund Knutsen ...... Director, New Board of Management Position(s): Management Position(s): Directors — Directorship(s): Directorship(s): Existing Aker Solutions (Director) Ingeniørenes Serviceselskap AS Ingeniørenes Serviceselskap AS (Director) (Director) TU Media AS (Deputy Director) TU Media AS (Deputy Director)

Hilde Karlsen ...... Director, New Board of Management Position(s): Management Position(s): Directors — — Directorship(s): Directorship(s): Existing Aker Solutions (Director) — ______

(1) As of 08:00 CET on the first day of trading in the Shares on the Oslo Stock Exchange, Øyvind Eriksen will become the chairman and Kjell Inge Røkke will become a director of Akastor. Management

Position in Current Directorships Previous Directorships and New Aker Solutions and Management Positions Management Positions last Five Years Luis Araujo ...... Chief Executive Officer Management Position(s): Management Position(s): Chief Executive Officer of New Aker Existing Aker Solutions (Regional Solutions within Existing Aker Solutions President Brazil) Regional President Brazil within the Wellstream do Brasil (CEO) Existing Aker Solutions Group Directorship(s): Directorship(s): Independent Director in Brastec-SAS – British-Brazil Chamber of Commerce – pipeline equipment manufacturer Britcham Norway-Brazil Chamber of Commerce – NBCC

Svein Oskar Stoknes .. Chief Financial Officer Management Position(s): Management Position(s): Existing Aker Solutions (Senior Vice Existing Aker Solutions (Senior Vice President) President Corp BD) Directorship(s): Directorship(s):

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Position in Current Directorships Previous Directorships and New Aker Solutions and Management Positions Management Positions last Five Years Various directorships within the Existing Various directorships within the Existing Aker Solutions Group Aker Solutions Group Stoknes Holding AS (Director) Knut Stoknes AS (Director)

Per Harald Kongelf ... Regional President Management Position(s): Management Position(s): Norway Regional President Norway within the Various Management Positions within Existing Aker Solutions Group the Existing Aker Solutions Group Directorship(s): Interim CEO of Kværner ASA Various Directorships within the Existing Directorship(s): Aker Solutions Group Various Directorships within the Existing Aker Solutions Group Hydrogen Technologies A.S. (Director)

David Currie ...... Regional President Management Position(s): Management Position(s): United Kingdom Regional President United Kingdom FMC Technologies, UK (Managing within the Existing Aker Solutions Group Director) Directorship(s): Directorship(s): — FMC, Global Subsea Operations (Director) FMC Technologies, S.A. (Director) Lauder College (Director) Scottish Manufacturing Advisory Service, SE (Director)

Erik Wiik ...... Regional President Management Position(s): Management Position(s): North America Aker Solutions Inc. (President) Aker Oil & Gas US LLC (now a part of Regional President North America Aker Solutions USA Corp, Manager and within the Existing Aker Solutions Group President) Directorship(s): Aker Maritime U.S. Inc. (President) Aker Solutions Inc. (Director) Directorship(s): Various directorships within the Existing Aker Business Services Inc. (a part of Aker Solutions Group Aker Solutions Inc., Director) Aker Marine Contractors US Inc. (Director) Aker Maritime U.S. Inc. (Director)

Alan Brunnen ...... Head of Subsea Management Position(s): Management Position(s): Head of Subsea within the Existing Aker Aker Subsea Ltd. (Managing Director Solutions Group and SVP (Sales and Marketing) Directorship(s): Directorship(s): Various directorships within the Existing Aker Subsea Ltd. (Chairman) Aker Solutions Group QServ Pipeline & Process Ltd. (Director)

Tore Sjursen ...... Head of Maintenance, Management Position(s): Management Position(s): Modifications and Head of Maintenance, Modifications and Energy Development and Services Operations Operations within the Existing Aker International (Senior Vice President) Solutions Group Directorship(s): Directorship(s): Aker Offshore Partner AS (now a part of Various directorships within the Existing Aker Solutions MMO AS, Chairman) Aker Solutions Group Aker Elektro (now a part of Aker Solutions MMO AS, Chairman)

Valborg Lundegaard .. Head of Engineering Management Position(s): Management Position(s): Head of Engineering within the Existing Aker Engineering & Technology AS Aker Solutions Group (Managing Director) Directorship(s): Directorship(s): Various directorships within the Existing Songa Offshore ASA (Director) Aker Solutions Group Simtronics ASA (Director) Kværner Concrete Solutions AS Aker Offshore Partner (Director) (Director)

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Position in Current Directorships Previous Directorships and New Aker Solutions and Management Positions Management Positions last Five Years

Mark Riding ...... Chief Strategic Management Position(s): Management Position(s): Marketing Chief Strategic Marketing within the Schlumberger (Various global Existing Aker Solutions Group management roles) Directorship(s): Directorship(s): Manage Pressure Operations 3-Phase Measurements AS (Chairman) International AS (Director) 3-Phase Measurements AS (Director) Framo Engineering AS (Director) 13.2.8 Conflicts of Interest, etc. During the last five years preceding the date of this Prospectus, no member of the Interim Board of Directors, the New Board of Directors or the Management has:

 any convictions in relation to indictable offences or convictions in relation to fraudulent offences;

 received any official public incrimination and/or sanctions by any statutory or regulatory authorities (including designated professional bodies) or ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company; or

 been declared bankrupt or been associated with any bankruptcy, receivership or liquidation in his capacity as a founder, director or senior manager of a company.

All the members of the Company’s Interim Board of Directors and none of the shareholder-elected members of the Company’s New Board of Directors are employees of subsidiaries of Existing Aker Solutions, the current sole shareholder of the Company and a related party of the Company.

To the Company’s knowledge, and except as described above in relation to Kjell Inge Røkke and Øyvind Eriksen, who both have roles within Aker ASA, there are currently no other actual or potential conflicts of interest between the Company and members of the Interim Board of Directors, the New Board of Directors or the Management, including any family relationships between such persons.

In general, as further stipulated in the Company’s related-party transaction procedures, directors of New Aker Solutions should be cautious in participating in the consideration of issues where a potential conflict of interest or conflict of role may arise, undermining the confidence in the decision process. Such person may not participate in board discussions of more than one company that is part of the same related-party agreement, unless the companies have common interests. These assessments will be carried out on a case-by-case basis; in most events, and as a starting point, by the relevant board members themselves, but often also in cooperation with internal and/or external legal counsel.

For instance, board member Kjell Inge Røkke, who is an indirect shareholder of both Aker ASA and New Aker Solutions will, as a ground rule, not participate in the New Board of Director’s discussions of matters that concern commercial relationships between the Company and the Aker Group as his relative indirect ownership interests in Aker ASA exceed his ownership interests in New Aker Solutions. Also, the Chairman of the New Board of Directors, Øyvind Eriksen, is a shareholder of Aker ASA, but it has been concluded that such shareholding, as a ground rule, is not significant enough to, under normal circumstances, imply that he is under an obligation to automatically step down from such discussions.

The above principles will normally also be applied if the New Aker Solutions Group contracts with other companies in which the Directors hold direct or indirect ownership interests that exceed, in relative terms, their ownership interests in the Company.

In general, the Company applies a strict norm as far as competence assessments are concerned. If ground for incapacity is concluded, the relevant Director will, as a ground rule, prior to the relevant board meeting, not be granted access to any documentation prepared to the Board of Directors for the deliberation of the agenda item in question. In cases where the Chairman of the Board of Directors does not participate in the deliberations, the Deputy Chairman of the Board of Directors chairs the meeting.

As far as the other officers and employees of the Group are concerned, transactions with close associates are comprehensively addressed and regulated in the New Aker Solutions Group’s code of conduct.

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Transactions of a certain magnitude between the Aker Solutions Group and companies within the Aker Group will be handled in accordance with the procedures in section 3-8 of the Norwegian Public Limited Liability Companies Act.

13.3 Nomination Committee The New Articles of Association will, with effect as of the completion of the Demerger, provide for a Nomination Committee composed of minimum three members who are elected by the General Meeting. The Nomination Committee is responsible for nominating the shareholder-elected members of the board of directors. The Nomination Committee of New Aker Solutions is comprised of the following members, each having been elected for a term expiring at the annual general meeting of the Company in 2016: Leif-Arne Langøy (Chairman), Gerhard Heiberg, Mette Wikborg and Trond Brandsrud.

13.4 Audit Committee The New Board of Directors will, in its constitutive meeting to be held shortly after the first day of trading in the Shares on the Oslo Stock Exchange, resolve to establish an Audit Committee, consisting of members of the board of directors of the Company.

The primary purposes of the Audit Committee will be to:

 assist the board of directors in discharging its duties relating to the safeguarding of assets; the operation of adequate system and internal controls; control processes and the preparation of accurate financial reporting and statements in compliance with all applicable legal requirements, corporate governance and accounting standards; and

 provide support to the board of directors on the risk profile and risk management of the Company.

The Audit Committee will report and make recommendations to the board of directors, but the board of directors will retain responsibility for implementing such recommendations. At least one of the members of the committee will have relevant qualifications within accounting/auditing and all the members will be independent of the Group’s operations.

13.5 Remuneration Committee New Aker Solutions currently has no Remuneration Committee as the experiences from having a Remuneration Committee in Existing Aker Solutions showed more merit in discussing the matters that comprise this committee’s mandate with all members of the Board of Directors present.

13.6 Corporate Governance The Company’s corporate governance principles are based on, and comply with, the Corporate Governance Code, subject to the following exceptions:

 Deviation from section 6 “General meetings”: The New Articles of Association will, with effect as of the completion of the Demerger, stipulate that the general meetings must be chaired by the Chairman of the Board of Directors or a person appointed by the Chairman. According to the Corporate Governance Code, the board should, however, “make arrangements to ensure an independent chairman for the general meeting”. Thus, the New Articles of Association deviate from the Corporate Governance Code in this respect. This has its background in a long-lasting tradition in Existing Aker Solutions. Having the Chairman of the Board of Directors chairing the general meeting also simplifies the preparations for the general meetings significantly.

 Deviation from section 6 “General meetings”: It is a priority for the Nomination Committee that the Board of Directors works in the best possible manner as a team, and that the background and competence of the members of the Board of Directors 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, New Aker Solutions deviates from the Corporate Governance Code 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”.

 Deviation from section 9 “The work of the board of directors”: New Aker Solutions currently has no Remuneration Committee as the experiences from Existing Aker Solutions have showed more merit in discussing the matters that comprise this committee’s mandate with all members of the board of directors present.

 Deviation from section 14 “Take-overs”: Aker ASA has in a shareholder agreement with the Kingdom of Norway from 2007 regarding its ownership in Aker Kværner Holding AS undertaken to retain control of Aker Kværner Holding AS for a minimum of ten years from June 2007. The board of directors has not deemed it appropriate to

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adopt specific guidelines for takeover situations for as long as the ownership cooperation context within Aker Kværner Holding AS remains intact.

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14. CORPORATE INFORMATION; DESCRIPTION OF THE SHARES AND SHARE CAPITAL The following is a summary of certain corporate information and other information relating to the Company, the Shares and share capital of the Company, including summaries of certain provisions of New Aker Solutions’ Articles of Association and applicable Norwegian law in effect as at the date of this Prospectus, including the Norwegian Public Limited Liability Companies Act. The summary does not purport to be complete and is qualified in its entirety by New Aker Solutions’ Articles of Association and Norwegian law.

14.1 Incorporation, Company Registration Number, Registered Office and Other Company Information New Aker Solutions is a Norwegian public limited liability company incorporated under the laws of Norway and in accordance with the Norwegian Public Limited Liability Companies Act with company registration number 913 748 174. It was incorporated on 23 May 2014 by Existing Aker Solutions solely for the purpose of the Demerger. The Company has its head office and registered address at Snarøyveien 36, 1360 Fornebu, Norway, its telephone number is +47 67 51 30 00 and its web-site is www.akersolutions.com.

Following the completion of the Demerger, New Aker Solutions will be the parent company of the New Aker Solutions Group. New Aker Solutions is a holding company and operations of the Group are carried out through operating subsidiaries of New Aker Solutions, the most significant of which on the date of the completion of the Demerger will be Aker Solutions Holding AS, Aker Subsea AS, Aker Subsea Ltd, Aker Solutions do Brasil Ltda, Aker Solutions Inc, Aker Engineering & Technology AS, Aker Solutions MMO AS, Aker Egersund AS, Aker Solutions Malaysia Sdn Bhd, Aker Offshore Partner Ltd and Enovate Systems Ltd.

Immediately after the completion of the Demerger, New Aker Solutions and all of its direct and indirect subsidiaries will form the New Aker Solutions Group.

14.2 Information on Holdings The following table sets forth information about the entities in which New Aker Solutions will hold (directly or indirectly) more than 10 per cent of the outstanding capital and votes upon the completion of the Demerger:

New Aker Country of Solutions % Business Location Incorporation Holding Area Aker Solutions Holding AS ...... Fornebu Norway 100 —

Aker Solutions Pty Ltd ...... Melbourne Australia 100 SUB

Aker Solutions do Brasil Ltda ...... Curitiba Brazil 100(1) SUB

Aker Solutions Sdn Bhd ...... Seria Brunei 100 MMO

Aker Solutions Asset Integrity and Management Canada Inc ...... Newfoundland Canada 100 MMO

Aker Subsea (Shenzhen) Co. Ltd ...... Shenzhen China 100 SUB

Aker Solutions Congo SA ...... Pointe-Noire Congo 100 SUB

Aker Solutions Cyprus Ltd ...... Limassol Cyprus 100 SUB

Aker Powergas Pvt Ltd ...... Mumbai India 68.11 ENG

Aker Powergas Subsea Pvt Ltd ...... Mumbai India 100 SUB

Aker Engineering International Sdn Bhd ...... Kuala Lumpur Malaysia 100 ENG

Aker Engineering Malaysia Sdn Bhd ...... Kuala Lumpur Malaysia 90 ENG

Aker Process Systems Asia Pacific Sdn Bhd ...... Shah Alam Malaysia 48 SUB/UMB

Aker Solutions India Sdn Bhd ...... Kuala Lumpur Malaysia 100 SUB

Aker Solutions Malaysia Sdn Bhd ...... Kuala Lumpur Malaysia 100 SUB/UMB

Aker Solutions Umbilical Asia Pacific Sdn Bhd ...... Kuala Lumpur Malaysia 100 UMB

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New Aker Country of Solutions % Business Location Incorporation Holding Area Aker Solutions de Mèxico ...... Mexico City Mexico 100 SUB

Aker Solutions BV ...... Zoetermeer Netherlands 100 SUB

Aker Solutions Nigeria Ltd ...... Ikoyi – Lagos Nigeria 100 SUB/UMB

Aker Egersund AS ...... Egersund Norway 100 MMO

Aker Engineering & Technology AS ...... Fornebu Norway 100 ENG

Aker Installation FP AS ...... Fornebu Norway 100 SUB

Aker Insurance Services AS ...... Fornebu Norway 100 —

Aker Operations AS ...... Stavanger Norway 100 MMO

Aker Solutions Contracting Kazakhstan AS ...... Fornebu Norway 100 ENG

Aker Solutions MMO AS ...... Stavanger Norway 100 MMO

Aker Subsea AS ...... Fornebu Norway 100 SUB/UMB

Aker Subsea Russia AS ...... Fornebu Norway 100 SUB

Ingeniør Harald Benestad AS ...... Lierskogen Norway 88 SUB

Enovate Norway AS ...... Hvalstad Norway 100 SUB

KB eDesign AS ...... Oslo Norway 100 ENG

Aker Solutions AB ...... Gothenburg Sweden 100 SUB

Kvaerner Water AB ...... Ørnskjoldsvik Sweden 100 SUB

Aker Engineering & Technology Ltd ...... London UK 100 ENG

Aker Offshore Partner Ltd ...... London UK 100 MMO

Aker Solutions Angola Ltd ...... Maidenhead UK 100 SUB

Aker Subsea Ltd ...... Maidenhead UK 100 SUB

Enovate Systems Ltd ...... Aberdeen UK 95(2) SUB

Aker Engineering Malaysia Ltd ...... London UK 100 ENG

Aker Solutions USA Corporation ...... Houston USA 100 SUB

Aker Solutions Inc ...... Houston USA 100 SUB

Phaze Technologies AS ...... Lier Norway 88 SUB

Aker Process Gulf Company Ltd ...... King Fahad Saudi Arabia 75(3) SUB University

Aker Solutions Enterprises Lda ...... Luanda Angola 49 SUB

Aker Arctic Technology OY ...... Helsinki Finland 16.8 ENG

K-WAC Ltd ...... Brentford, UK 30 ENG Middlesex

Xytel India Pvt Ltd ...... Pune India 25 ENG

Kværnerhuset Industri-Inkubator AS ...... Egersund Norway 33 MMO

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New Aker Country of Solutions % Business Location Incorporation Holding Area Aker Solutions Canada Inc ...... Vancouver Canada 100 MMO

IDEAS Ltd ...... Glasgow UK 100 MMO

Aker Reinertsen AS ...... Trondheim Norway 50 MMO

Aker Solutions SAS ...... Fontenay Sous Bois France 100 SUB

Aker Solutions Ghana Ltd...... Accra Ghana 90 SUB

Aker Solutions Tanzania Ltd...... Dar-es-Salaam Tanzania 100 SUB

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(1) Ownership after completion of the restructuring in Brazil. As set out in the Demerger Plan, this will not be completed before the first day of the listing of the Shares on the Oslo Stock Exchange. Until the restructuring is completed, the Akastor Group will hold shares in this company equal to the Akastor Group’s interest in this company. (2) New Aker Solutions holds 100 per cent of the class A shares (holding 95 per cent of the voting rights), no class B shares (holding 5 per cent of the voting rights) and one-third of the class C shares. (3) Aker Process Gulf Company Ltd is owned 75 per cent by Aker Solutions BV. Recipient/owner of remaining shares to be determined, and may either be a third party (as today) or a member of the New Aker Solutions Group.

14.3 Share Capital and Share Capital History The share capital of New Aker Solutions is, as at the date of this Prospectus, NOK 1,000,000 divided into 100,000 Shares, each Share having a par value of NOK 10. All of the Shares were subscribed for by Existing Aker Solutions for a total subscription price of NOK 1,000,000 at the incorporation of the Company on 23 May 2014. There have not been any changes in the share capital of the Company since its incorporation. All of the existing Shares have been, as will the consideration Shares be, created under the Norwegian Public Limited Liability Companies Act as validly issued and fully paid. New Aker Solutions has one class of shares.

Upon the completion of the Demerger, New Aker Solutions’ share capital will be NOK 293,807,940.12, divided into 272,044,389 Shares, with each Share having a par value of NOK 1.08. The Shares to be issued upon the completion of the Demerger will constitute 100 per cent of the issued Shares in New Aker Solutions as at the date of the completion of the Demerger. For a further discussion of the resolutions passed by the general meetings of Existing Aker Solutions and New Aker Solutions to split the share capital of Existing Aker Solutions and to issue the consideration Shares in New Aker Solutions, see Section 5.3 “The Demerger; Admission to Trading of the Shares—Share Split Ratio; Issuance of Consideration Shares”.

14.4 Notifiable Holdings As at the date of this Prospectus, New Aker Solutions has only one shareholder, Existing Aker Solutions, which owns 100 per cent of the outstanding Shares. Upon the completion of the Demerger, New Aker Solutions will issue one Share for each outstanding share in Existing Aker Solutions (other than Existing Aker Solutions’ treasury shares) as demerger consideration to the shareholders of Existing Aker Solutions as at expiry of the Cut-Off Date as such shareholders appear in the register of shareholders of Existing Aker Solutions with the VPS as at expiry of the Record Date; see Section 5.3 “The Demerger; Admission to Trading of the Shares—Share Split Ratio; Issuance of Consideration Shares”. As at 12 September 2014, which was the latest practicable date prior to the date of this Prospectus, and insofar as known to the Company, the following persons had, directly or indirectly, interest in 5 per cent or more of the issued share capital of Existing Aker Solutions (which constitutes a notifiable holding under the Norwegian Securities Trading Act):

Per cent Aker Kværner Holding AS ...... 40.27(1)(2) Aker ASA ...... 6.33(2) State Street Bank & Trust Company ...... 5.25 ______

(1) The largest shareholder of Existing Aker Solutions – Aker Kværner Holding AS, owning 40.27 per cent of the shares in Existing Aker Solutions – is controlled by Aker ASA (70 per cent direct ownership), which is controlled (66.66 per cent) by Kjell Inge

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Røkke and members of his family through TRG Holding AS and The Resource Group AS. The remaining shares in Aker Kværner Holding AS are, as at the date of this Prospectus, owned by the Norwegian Government (30 per cent direct ownership). (2) The Oslo Stock Exchange, being the competent takeover authority in Norway, has previously confirmed that any further acquisition of Shares by Aker Kværner Holding AS is exempted from the mandatory offer obligations set out in chapter 6 of the Norwegian Securities Trading Act. The Oslo Stock Exchange has previously also confirmed that Aker ASA, which owns 70 per cent of the shares in Aker Kværner Holding AS, is also exempted from a mandatory offer obligation in case of acquisition of Shares unless it (alone or together with consolidated parties) acquires shares bringing its ownership above one-third of the votes in the Company. On the basis of Aker Kværner Holding AS’ shareholding in Existing Aker Solutions of 40.27 per cent, Aker Kværner Holding AS would receive consideration Shares in the Demerger representing 40.56 per cent of the share capital of the Company based on the number of shares and treasury shares in Existing Aker Solutions as at the date of this Prospectus. Aker Kværner Holding AS would, accordingly, have the ability to significantly influence the outcome submitted for the vote of shareholders of New Aker Solutions. The Norwegian Public Limited Liability Companies Act provides certain protections against the abuse by a major shareholder of the minority shareholders of a Norwegian public limited liability company; for a discussion of such protections see Section 14.9.2 “Corporate Information; Description of the Shares and Share Capital—The Articles of Association; Certain Aspect of Norwegian Law—Certain Aspects of Norwegian Corporate Law”.

14.5 Authorisations to Increase the Share Capital and to Issue Shares New Aker Solutions’ Board of Directors does not, as at the date of this Prospectus, have any authorisation to increase the share capital and to issue any new Shares.

14.6 Authorisations to Acquire Treasury Shares New Aker Solutions’ extraordinary general meeting 12 August 2014 resolved to authorise the Board of Directors to purchase treasury Shares up to an aggregate 10 per cent of the Company’s share capital. The resolution specified three purposes for utilisation all of which were subject to separate voting under the general meeting: (i) purchase of treasury Shares to be used as transaction currency in connection with acquisitions, mergers, demergers and other transfers of business, (ii) purchase of treasury Shares to be sold and/or transferred to employees under share purchase programs for employees and (iii) purchase of treasury Shares for the purpose of subsequent deletion of such Shares. The Board of Director’s authorisation to purchase treasury Shares is valid for the period until the date of the annual general meeting of 2015; however, in no circumstances beyond 30 June 2015.

14.7 Other Financial Instruments Neither New Aker Solutions nor any of the companies that after the completion of the Demerger will be its subsidiaries has issued any options, warrants, convertible loans or other instruments that would entitle a holder of any such instrument to subscribe for any shares in New Aker Solutions or its subsidiaries.

14.8 Shareholder Rights Norwegian law permits a company’s general meeting to provide for different types of shares (e.g., several classes of shares). In such case, a company’s general meeting must specify the different rights, preferences and privileges of each class of shares and the total par value of each class of shares and the total value of all classes of shares combined. New Aker Solutions has one class of Shares in issue, and in accordance with the Norwegian Public Limited Liability Companies Act, all Shares in that class provide equal rights in New Aker Solutions. The consideration Shares to be issued through the Demerger will give rights in the Company as of the registration of the Demerger with the Norwegian Register of Business Enterprises. The rights attaching to the Shares are described in Section 14.9 “Corporate Information; Description of the Shares and Share Capital—The Articles of Association and Certain Aspects of Norwegian Law—Certain Aspects of Norwegian Corporate Law”.

14.9 The Articles of Association; Certain Aspect of Norwegian Law 14.9.1 The Articles of Association New Aker Solutions’ Articles of Association as at the date of this Prospectus (the “Current Articles of Association”) and New Aker Solutions’ Articles of Association after the completion of the Demerger, as per the Demerger Plan (the “New Articles of Association”), are set out in Appendix B—Articles of Association to this Prospectus. Below is a summary of provisions of the Articles of Association.

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Objective of New Aker Solutions

The objectives of the Company are to own or carry out industrial and other associated businesses, management of capital and other functions for the Group, and to participate in or acquire other businesses.

Registered Office

New Aker Solutions’ registered office is in the county of Bærum, Norway.

Share Capital and Par Value

New Aker Solutions’ share capital is NOK 1,000,000 divided into 100,000 Shares, each share with a par value of NOK 10.00. Upon the completion of the Demerger, New Aker Solutions’ share capital will be NOK 293,807,940.12 divided into 272,044,389 Shares, with each Share having a par value of NOK 1.08.

Board of Directors

Under the Current Articles of Association, New Aker Solutions’ Board of Directors consists of a minimum of three and a maximum of five members; whereas under the New Articles of Association, New Aker Solutions’ Board of Directors will consist of a minimum of six and a maximum of 12 members.

Restrictions on Transfer of Shares

Neither the Current Articles of Association nor the New Articles of Association provide for any restrictions on the transfer of Shares or a right of first refusal for any shareholder upon sale of any Share. Share transfers are not subject to approval by the Board of Directors, which is in accordance with the main rule for public limited liability companies incorporated under Norwegian law.

General Meetings

Under the New Articles of Association, documents that deal with matters that are to be handled at the general meeting of New Aker Solutions’ shareholders are not required to be sent to the shareholders, provided that such documents have been made available on the internet site of the Company. A shareholder may in any case require the submission of documents that deal with matters that are to be handled at the general meeting of New Aker Solutions’ shareholders. The Company may, according to the New Articles of Association, determine a deadline for registration of participation in general meetings, which will not expire less than five (5) days prior to the general meeting.

Nomination Committee

Under the New Articles of Association, New Aker Solutions will have a Nomination Committee consisting of a minimum of three members to be elected by the general meeting of the Company. The Nomination Committee will prepare the election of Directors. The general meeting may adopt instruction for the Nomination Committee’s tasks.

14.9.2 Certain Aspects of Norwegian Corporate Law General Meetings

In accordance with Norwegian law, the annual general meeting of New Aker Solutions’ shareholders must be held each year on or prior to 30 June. Norwegian law requires that written notice of general meetings setting forth the time, date and agenda of the meeting be sent to all shareholders whose addresses are known at least three weeks prior to the date of the meeting. A shareholder may vote at the general meeting either in person or by proxy. Although Norwegian law does not require New Aker Solutions to send proxy forms to its shareholders for general meetings, New Aker Solutions plans to include a proxy form with notices of general meetings. All of New Aker Solutions’ shareholders who are registered in the register of shareholders maintained with the VPS as at the date of the general meeting, or who have otherwise reported and documented ownership to Shares, are entitled to participate at general meetings, without any requirement of pre-registration. New Aker Solutions’ Articles of Association do not currently include any provisions requiring shareholders to pre-register in order to participate at general meetings, however, the Company may in the notice determine a deadline for registration of participation which must not expire less than five days prior to the general meeting.

In addition to the annual general meeting, extraordinary general meetings of shareholders may be held if the Board of Directors considers it necessary. An extraordinary general meeting of shareholders must also be convened for the consideration of specific matters at the written request of the Company’s auditor or of shareholders representing a total of at least five per cent of New Aker Solutions’ share capital. The requirements for notice and admission to the annual general meeting of New Aker Solutions’ shareholders also apply for extraordinary general meetings of shareholders.

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Voting Rights – Amendments to the Articles of Association

Each Share carries one vote and no shareholder has special voting rights in the Company. In general, decisions that shareholders are entitled to make under Norwegian law or New Aker Solutions’ articles of association may be made by a simple majority of the votes cast. In the case of elections, the persons who obtain the greatest number of votes cast are elected. However, as required under Norwegian law, certain decisions, including resolutions to waive preferential rights to subscribe in connection with any Share issue, to approve a merger or demerger of New Aker Solutions, to amend the articles of association, to authorise an increase or reduction in the share capital, to authorise an issuance of convertible loans or warrants by New Aker Solutions, to authorise the board of directors to purchase Shares and hold them as treasury shares or to dissolve New Aker Solutions, must receive the approval of at least two- thirds of the aggregate number of votes cast as well as at least two-thirds of the share capital represented at a general meeting of New Aker Solutions’ shareholders. Norwegian law further requires that certain decisions that have the effect of substantially altering the rights and preferences of any shares or class of shares, receive the approval by the holders of such shares or class of shares as well as the majority required for amending the articles of association.

Decisions that (i) would reduce the rights of some or all of New Aker Solutions’ shareholders in respect of dividend payments or other rights to assets or (ii) restrict the transferability of the Shares, require that at least 90 per cent of the share capital represented at the general meeting of New Aker Solutions’ shareholders in question vote in favour of the resolution, as well as the majority required for amending the articles of association. Certain types of changes in the rights of shareholders require the consent of all shareholders affected thereby as well as the majority required for amending the articles of association.

In general, only a shareholder registered in the VPS is entitled to vote for such Shares. Beneficial owners of Shares that are registered in the name of a nominee are generally not entitled to vote under Norwegian law, nor is any person who is designated in the VPS register as the holder of such Shares as nominees. Investors should note that there are varying opinions as to the interpretation of the right to vote on nominee registered shares.

There are no quorum requirements that apply to the general meetings of the shareholders of New Aker Solutions.

Additional Issuances and Preferential Rights

If New Aker Solutions issues any new Shares, including bonus share issues, New Aker Solutions’ Articles of Association must be amended, and this requires the same vote as other amendments to its articles of association. In addition, under Norwegian law, New Aker Solutions’ shareholders have a preferential right to subscribe for new Shares issued by New Aker Solutions. Preferential rights may be derogated from by resolution in a general meeting of New Aker Solutions’ shareholders passed by the same vote required to approve amending the Articles of Association. A derogation of the shareholders’ preferential rights in respect of bonus issues requires the approval of all outstanding Shares.

At a general meeting, New Aker Solutions’ shareholders may, by the same vote as is required for amending the articles of association, authorise the Board of Directors to issue new Shares, and to derogate from the preferential rights of shareholders in connection with such issuances. Such authorisation may be effective for a maximum of two years, and the par value of the Shares to be issued may not exceed 50 per cent of the registered nominal share capital when the authorisation is registered with the Norwegian Register of Business Enterprises.

Under Norwegian law, New Aker Solutions may increase its share capital by a bonus share issue, subject to approval by New Aker Solutions’ shareholders, by transfer from New Aker Solutions’ distributable equity, and, therefore, the share capital increase does not require any payment of a subscription price by the shareholders. Any bonus issues may be effected either by issuing new Shares to New Aker Solutions’ existing shareholders or by increasing the par value of New Aker Solutions’ outstanding Shares.

The issuance of new Shares to shareholders who are citizens or residents of the United States upon the exercise of preferential rights may require New Aker Solutions to file a registration statement in the United States under United States securities laws. Should New Aker Solutions decide not to file a registration statement in such a situation, New Aker Solutions’ U.S. shareholders may not be able to exercise their preferential rights. If a U.S. shareholder is ineligible to participate in a rights offering, such shareholder would not receive the rights at all and the rights would be sold on the shareholder’s behalf by New Aker Solutions if deemed appropriate by New Aker Solutions.

Minority Rights

Norwegian law sets forth a number of protections for minority shareholders of New Aker Solutions, including, but not limited to, those described in this paragraph and the description of general meetings as set out above. Any of New Aker Solutions’ shareholders may petition Norwegian courts to have a decision of the board of directors or New Aker Solutions’ shareholders made at the general meeting declared invalid on the grounds that it unreasonably favours certain shareholders or third parties to the detriment of other shareholders or New Aker Solutions itself. New Aker Solutions’ shareholders may in certain cases require the courts to dissolve New Aker Solutions as a result of such

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decisions. Minority shareholders holding five per cent or more of New Aker Solutions’ share capital have a right to demand in writing that New Aker Solutions’ board of directors convene an extraordinary general meeting of New Aker Solutions’ shareholders to discuss or resolve specific matters. In addition, any of New Aker Solutions’ shareholders may demand in writing that New Aker Solutions place an item on the agenda for any general meeting as long as New Aker Solutions is notified in time for such item to be included in the notice of the meeting. If the notice has been issued when such a written demand is presented, a renewed notice must be issued if at least three weeks remain before the general meeting is to be held.

Rights of Redemption and Repurchase of Shares

The share capital of New Aker Solutions may be reduced by reducing the par value of the Shares or by cancelling Shares. Such a decision requires the approval of at least two-thirds of the aggregate number of votes cast and at least two-thirds of the share capital represented at a general meeting of New Aker Solutions’ shareholders. Redemption of individual Shares requires the consent of the holders of the Shares to be redeemed.

New Aker Solutions may purchase its own Shares provided that the board of directors has been granted an authorisation to do so by a general meeting of New Aker Solutions’ shareholders with the approval of at least two- thirds of the aggregate number of votes cast and at least two-thirds of the share capital represented at the meeting. The aggregate par value of treasury shares so acquired, and held by the Company must not exceed 10 per cent of the Company’s share capital, and treasury Shares may only be acquired if the Company’s distributable equity, according to the latest adopted balance sheet, exceeds the consideration to be paid for the shares. The authorisation by the general meeting of New Aker Solutions’ shareholders cannot be granted for a period exceeding 24 months.

Shareholder Vote on Certain Reorganisations

A decision of New Aker Solutions’ shareholders to merge with another company or to demerge requires a resolution by the general meeting of the shareholders passed by at least two-thirds of the aggregate votes cast and at least two- thirds of the share capital represented at the general meeting. A merger, or demerger plan signed by the board of directors along with certain other required documentation, must be sent to all of New Aker Solutions’ shareholders at least one month prior to the general meeting of New Aker Solutions’ shareholders.

Liability of Directors

Members of the board of directors owe a fiduciary duty to New Aker Solutions and its shareholders. Such fiduciary duty requires that the directors act in the best interests of the Company when exercising their functions and exercise a general duty of loyalty and care towards the Company. Their principal task is to safeguard the interests of the Company.

Members of the board of directors may each be held liable for any damage they negligently or wilfully cause the Company. Norwegian law permits the general meeting of the Company’s shareholders to discharge any such person from liability, but such discharge is not binding on the Company if substantially correct and complete information was not provided at the general meeting of New Aker Solutions’ shareholders passing upon the matter. If a resolution to discharge New Aker Solutions’ directors from liability or not to pursue claims against such a person has been passed by a general meeting of New Aker Solutions’ shareholders with a smaller majority than that required to amend New Aker Solutions’ articles of association, shareholders representing more than 10 per cent of the share capital or, if there are more than 100 shareholders, more than 10 per cent of the shareholders may pursue the claim on New Aker Solutions’ behalf and in its name. The cost of any such action is not the Company’s responsibility but can be recovered from any proceeds the Company receives as a result of the action. If the decision to discharge any of New Aker Solutions’ directors from liability or not to pursue claims against New Aker Solutions’ directors is made by such a majority as is necessary to amend the articles of association, the minority shareholders of New Aker Solutions cannot pursue such claim in New Aker Solutions’ name.

Indemnification of Directors

None of Norwegian law, the Current Articles of Association or the New Articles of Association contains any provision concerning indemnification by New Aker Solutions of the Board of Directors. New Aker Solutions is permitted to purchase, and has purchased, insurance to cover New Aker Solutions’ directors against certain liabilities that they may incur in their capacity as such.

Distribution of Assets on Liquidation

Under Norwegian law, New Aker Solutions may be wound-up by a resolution of New Aker Solutions’ shareholders at the general meeting passed by at least two-thirds of the aggregate votes cast and at least two-thirds of the share capital represented at the meeting. In the event of liquidation, the Shares rank equally in the event of a return on capital by New Aker Solutions.

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15. SECURITIES TRADING IN NORWAY The following is a summary of certain information in respect of trading and settlement of shares on the Oslo Stock Exchange, securities registration in Norway and summaries of certain provisions of applicable Norwegian securities law, including the Norwegian Securities Trading Act, in effect as at the date of this Prospectus. The summary does not purport to be complete and is qualified in its entirety by Norwegian law.

15.1 Trading and Settlement The Oslo Stock Exchange comprise two separate trading markets for trading in equities, Oslo Børs, a stock exchange operated by Oslo Børs ASA, and Oslo Axess, a regulated market operated by Oslo Børs ASA.

Trading of equities on Oslo Børs and Oslo Axess is carried out in the electronic trading system Millennium Exchange. This trading system is in use by all markets operated by the London Stock Exchange, as well as by Borsa Italiana and the Johannesburg Stock Exchange.

Official trading on the Oslo Stock Exchange takes place between 09:00 CET and 16:20 CET each trading day, with pre- trade period between 08:15 CET and 09:00 CET, a closing auction from 16:20 CET to 16:25 CET and a post-trade period from 16:25 CET to 17:30 CET. Reporting of after exchange trades can be done until 17:30 CET.

The settlement period for trading on the Oslo Stock Exchange is three trading days (T+3). Pursuant to the new settlement requirements in the EU, including Regulation on improving securities settlement in the EU and on central securities depositories (CSDs) and amending Directive 98/26/EC (CSDR), the VPS has decided to introduce a settlement period of two trading days (T+2) from 6 October 2014. This means that securities will be settled on the investor’s account in the VPS two trading days after the transaction, and that the seller will receive payment after two trading days.

Investment services in Norway may only be provided by Norwegian investment firms holding a license under the Norwegian Securities Trading Act, branches of investment firms from a member state of the EEA or investment firms from outside the EEA that have been licensed to operate in Norway. Investment firms in an EEA member state may also provide cross-border investment services into Norway.

15.2 Information, Control and Surveillance Under Norwegian law, the Oslo Stock Exchange is required to perform a number of surveillance and control functions. The Surveillance and Corporate Control unit of the Oslo Stock Exchange monitors all market activity on a continuous basis. Market surveillance systems are largely automated, promptly warning department personnel of abnormal market developments.

The Norwegian FSA controls the issuance of securities in both the equity and the bond markets in Norway.

Under Norwegian law, a company that is listed on a Norwegian regulated market, or is subject to the application for listing on such market, must promptly release any inside information (that is, precise information about financial instruments, the issuer thereof or other matters that are likely to have a significant effect on the price of the relevant financial instruments or related financial instruments, and that are not publicly available or commonly known in the market). A company may, however, delay the release of such information in order not to prejudice its legitimate interests, provided that it is able to ensure the confidentiality of the information and that the delayed release would not be likely to mislead the public. The Oslo Stock Exchange may levy fines on companies violating these requirements.

15.3 The VPS and Transfer of Shares The Company’s shareholder register is operated through the VPS. The VPS is the Norwegian paperless centralised securities register. It is a computerised bookkeeping system in which the ownership of, and all transactions relating to, Norwegian listed shares must be recorded. The VPS and the Oslo Stock Exchange are both wholly owned by Oslo Stock Exchange VPS Holding ASA.

All transactions relating to securities registered with the VPS are made through computerised book entries. No physical share certificates are, or may be, issued. The VPS confirms each entry by sending a transcript to the registered shareholder irrespective of any beneficial ownership. To give effect to such entries, the individual shareholder must establish a share account with a Norwegian account agent. Norwegian banks, Norges Bank (that is, Norway’s central bank), authorised securities brokers in Norway and Norwegian branches of credit institutions established within the EEA are allowed to act as account agents.

The entry of a transaction in the VPS is prima facie evidence in determining the legal rights of parties as against the issuing company or any third party claiming an interest in the given security.

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The VPS is liable for any loss suffered as a result of faulty registration or an amendment to, or deletion of, rights in respect of registered securities unless the error is caused by matters outside the VPS’s control which the VPS could not reasonably be expected to avoid or overcome the consequences of. Damages payable by the VPS may, however, be reduced in the event of contributory negligence by the aggrieved party.

The VPS must provide information to the Norwegian FSA on an on-going basis, as well as any information that the Norwegian FSA requests. Further, Norwegian tax authorities may require certain information from the VPS regarding any individual’s holdings of securities, including information about dividends and interest payments.

15.4 Shareholder Register Under Norwegian law, shares are registered in the name of the beneficial owner of the shares. As a general rule, there are no arrangements for nominee registration, and Norwegian shareholders are not allowed to register their shares in VPS through a nominee. However, foreign shareholders may register their shares in the VPS in the name of a nominee (bank or other nominee) approved by the Norwegian FSA. An approved and registered nominee has a duty to provide information on demand about beneficial shareholders to the company and to the Norwegian authorities. In case of registration by nominees, the registration in the VPS must show that the registered owner is a nominee. A registered nominee has the right to receive dividends and other distributions but cannot vote in General Meetings on behalf of the beneficial owners.

15.5 Foreign Investment in Norwegian Shares Foreign investors may trade shares listed on the Oslo Stock Exchange through any broker that is a member of the Oslo Stock Exchange, whether Norwegian or foreign.

15.6 Disclosure Obligations If a person’s, entity’s or consolidated group’s proportion of the total issued shares and/or rights to shares in a company listed on a regulated market in Norway (with Norway as its home state, which will be the case for the Company) reaches, exceeds or falls below the respective thresholds of 5 per cent, 10 per cent, 15 per cent, 20 per cent, 25 per cent, 1/3, 50 per cent, 2/3 or 90 per cent of the share capital or the voting rights of that company, the person, entity or group in question has an obligation under the Norwegian Securities Trading Act to notify the Oslo Stock Exchange and the issuer immediately. The same applies if the disclosure thresholds are passed due to other circumstances, such as a change in the company’s share capital.

15.7 Insider Trading According to Norwegian law, subscription for, purchase, sale or exchange of financial instruments that are listed, or subject to the application for listing, on a Norwegian regulated market, or incitement to such dispositions, must not be undertaken by anyone who has inside information, as defined in Section 3-2 of the Norwegian Securities Trading Act. The same applies to the entry into, purchase, sale or exchange of options or futures/forward contracts or equivalent rights whose value is connected to such financial instruments or incitement to such dispositions.

15.8 Mandatory Offer Requirement The Norwegian Securities Trading Act requires any person, entity or consolidated group that becomes the owner of shares representing more than one-third of the voting rights of a Norwegian company listed on a Norwegian regulated market to, within four weeks, make an unconditional general offer for the purchase of the remaining shares in that company. A mandatory offer obligation may also be triggered where a party acquires the right to become the owner of shares that, together with the party’s own shareholding, represent more than one-third of the voting rights in the company and the Oslo Stock Exchange decides that this is regarded as an effective acquisition of the shares in question.

The mandatory offer obligation ceases to apply if the person, entity or consolidated group sells the portion of the shares that exceeds the relevant mandatory offer threshold within four weeks of the date on which the mandatory offer obligation was triggered.

When a mandatory offer obligation is triggered, the person subject to the obligation is required to immediately notify the Oslo Stock Exchange and the company in question accordingly. The notification is required to state whether an offer will be made to acquire the remaining shares in the company or whether a sale will take place. A notification to the effect that an offer will be made cannot be retracted. The offer and the offer document required are subject to approval by the Oslo Stock Exchange before the offer is submitted to the shareholders or made public.

The offer price per share must be at least as high as the highest price paid or agreed by the offeror for the shares in the six-month period prior to the date the mandatory offer threshold was exceeded. If the acquirer acquires or agrees to acquire additional shares at a higher price prior to the expiration of the mandatory offer period, the

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acquirer is obliged to restate its offer at such higher price. A mandatory offer must be in cash or contain a cash alternative at least equivalent to any other consideration offered.

If an acquirer fails to make a mandatory offer or to sell the portion of the shares that exceeds the relevant threshold within four weeks, the Oslo Stock Exchange may force the acquirer to sell the shares exceeding the threshold by public auction. Moreover, a shareholder who fails to make an offer may not, as long as the mandatory offer obligation remains in force, exercise rights in the company, such as voting in a General Meeting of the company’s shareholders, without the consent of a majority of the remaining shareholders. The shareholder may, however, exercise its rights to dividends and pre-emption rights in the event of a share capital increase. If the shareholder neglects his/her/its duty to make a mandatory offer, the Oslo Stock Exchange may impose a cumulative daily fine that runs until the circumstance has been rectified.

Any person, entity or consolidated group that owns shares representing more than one-third of the votes in a Norwegian company listed on a Norwegian regulated market is obliged to make an offer to purchase the remaining shares of the company (repeated offer obligation) if the person, entity or consolidated group through acquisition becomes the owner of shares representing 40 per cent or more of the votes in the company. The same applies correspondingly if the person, entity or consolidated group through acquisition becomes the owner of shares representing 50 per cent or more of the votes in the company. The mandatory offer obligation ceases to apply if the person, entity or consolidated group sells the portion of the shares which exceeds the relevant threshold within four weeks of the date on which the mandatory offer obligation was triggered.

Any person, entity or consolidated group that has passed any of the above mentioned thresholds in such a way as not to trigger the mandatory bid obligation, and has therefore not previously made an offer for the remaining shares in the company in accordance with the mandatory offer rules is, as a main rule, obliged to make a mandatory offer in the event of a subsequent acquisition of shares in the company.

15.9 Compulsory Acquisition Pursuant to the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act, a shareholder who, directly or through subsidiaries, acquires shares representing 90 per cent or more of the total number of issued shares in a Norwegian public limited liability company, as well as 90 per cent or more of the total voting rights, has a right, and each remaining minority shareholder of the company has a right to require such majority shareholder, to effect a compulsory acquisition for cash of the shares not already owned by such majority shareholder. Through such compulsory acquisition, the majority shareholder becomes the owner of the remaining shares with immediate effect.

If a shareholder acquires shares representing more than 90 per cent of the total number of issued shares, as well as more than 90 per cent of the total voting rights, through a voluntary offer in accordance with the Norwegian Securities Trading Act, a compulsory acquisition can, subject to the following conditions, be carried out without such shareholder being obliged to make a mandatory offer: (i) the compulsory acquisition is commenced no later than four weeks after the acquisition of shares through the voluntary offer, (ii) the price offered per share in the compulsory acquisition is equal to or higher than what the offer price would have been in a mandatory offer, and (iii) the settlement is guaranteed by a financial institution authorised to provide such guarantees in Norway.

A majority shareholder who effects a compulsory acquisition is required to offer the minority shareholders a specific price per share, the determination of which is at the discretion of the majority shareholder. However, where the offeror, after making a mandatory or voluntary offer, has acquired more than 90 per cent of the voting shares of a company and a corresponding proportion of the votes that can be cast at the General Meeting, and the offeror pursuant to Section 4-25 of the Norwegian Public Limited Liability Companies Act completes a compulsory acquisition of the remaining shares within three months after the expiry of the offer period, it follows from the Norwegian Securities Trading Act that the redemption price must be determined on the basis of the offer price for the mandatory/voluntary offer unless specific reasons indicate another price.

Should any minority shareholder not accept the offered price, such minority shareholder may, within a specified deadline of not less than two months, request that the price be set by a Norwegian court. The cost of such court procedure will, as a general rule, be the responsibility of the majority shareholder, and the relevant court will have full discretion in determining the consideration to be paid to the minority shareholder as a result of the compulsory acquisition.

Absent a request for a Norwegian court to set the price, or any other objection to the price being offered in a compulsory acquisition, the minority shareholders would be deemed to have accepted the offered price after the expiry of the specified deadline for raising objections to the price offered in the compulsory acquisition.

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15.10 Foreign Exchange Controls There are currently no foreign exchange control restrictions in Norway that would potentially restrict the payment of dividends to a shareholder outside Norway, and there are currently no restrictions that would affect the right of shareholders of a Norwegian company who are not residents in Norway to dispose of their shares and receive the proceeds from a disposal outside Norway. There is no maximum transferable amount either to or from Norway, although transferring banks are required to submit reports on foreign currency exchange transactions into and out of Norway into a central data register maintained by the Norwegian customs and excise authorities. The Norwegian police, tax authorities, customs and excise authorities, the National Insurance Administration and the Norwegian FSA have electronic access to the data in this register.

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16. TAXATION This Section provides summaries of certain Norwegian tax matters and certain United States federal income tax considerations. Shareholders of Existing Aker Solutions should consult with local tax advisers with respect to the tax consequences of the Demerger in their country of residence.

16.1 Norwegian Taxation The following discusses certain tax matters in Norway for shareholders who are resident in Norway for tax purposes (“Norwegian Shareholders”) and for shareholders who are not resident in Norway for tax purposes (“Non-resident Shareholders”). The statements herein regarding taxation are based on the laws in force in Norway as at the date of this Prospectus and are subject to any changes in law occurring after such date. Such changes could be made on a retrospective basis. The following summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase, own or dispose of the Shares. Investors are advised to consult their own tax advisors concerning the overall tax consequences of their ownership of Shares. The statements only apply to shareholders who are beneficial owners of Shares. Shareholders should note that for the purpose of the summary below, references to Norwegian Shareholders or Non-resident Shareholders refers to the tax residency rather than the nationality of the shareholder.

16.1.1 Tax Consequences of the Demerger Tax Consequences of the Demerger for New Aker Solutions

In Norway, the tax treatment of the Demerger at the Company level is based on continuity. The Demerger will as such trigger no taxation in Norway, but New Aker Solutions will continue with the same tax basis and acquisition dates on the shares in Aker Solutions AS and the other assets transferred to New Aker Solutions in the Demerger. Because the tax treatment of demergers is based on continuity, no definite tax exemption is granted, only a deferral of the taxes.

Tax positions which are not connected to transferred assets (e.g., carry forward losses and profit and loss account) will as the main rule follow the business from which they originated. If it is not possible to determine from which business the tax positions originated, such tax positions will be divided between Akastor and New Aker Solutions in accordance with the share split ratio (of 35.2:64.8) applied in the Demerger; see Section 5.3 “The Demerger; Admission to Trading of the Shares—Share Split Ratio; Issuance of Consideration Shares.

Tax Consequences of Intra-Group Transactions in Connection with the Demerger

A number of intra-group transactions related to the Demerger have been carried out prior to the completion of the Demerger involving taxable transactions. The Company believes that such transactions will neither individually nor in the aggregate lead to material cash tax payments or material tax costs for accounting purposes.

Tax Consequences for Norwegian Shareholders

In Norway, the tax treatment of the Demerger at the shareholder level is based on continuity. For Norwegian shareholders, the tax continuity method implies that the shareholders’ tax basis on shares in Existing Aker Solutions will be split between the original Akastor shares and the Shares. The split will be equal to the share split ratio (of 35.2:64.8) applied in the Demerger, see Section 5.3 “The Demerger; Admission to Trading of the Shares—Share Split Ratio; Issuance of Consideration Shares”. Further, the Shares issued upon the completion of the Demerger will for tax purposes be regarded as having been acquired at the same time as the corresponding shares in Existing Aker Solutions. The acquisition date is of importance for shareholders with different tax basis on their shares, since taxation of capital gains on shares is based on the principle the shares that were first acquired will be deemed as first sold (the “FIFO”-principle).

Tax Consequences for Non-Norwegian Shareholders

The issuance of Shares in the Demerger will not be subject to any withholding tax in Norway.

16.1.2 Norwegian Shareholders 16.1.2.1 Taxation on Dividends Norwegian corporate shareholders (i.e., limited liability companies and similar entities) (“Norwegian Corporate Shareholders”) are subject to the tax exemption method. According to this method, only 3 per cent of the dividend income on shares in Norwegian limited liability companies is taxed as ordinary income (27 per cent flat rate), implying that such dividends are effectively taxed at a rate of 0.81 per cent.

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Dividends distributed to Norwegian personal shareholders (i.e., Norwegian shareholders other than Norwegian Corporate Shareholders) (“Norwegian Personal Shareholders”) are taxable under the “shareholder model”. According to the shareholder model, dividends distributed to personal shareholders are taxable as ordinary income (27 per cent flat rate) to the extent the dividend exceeds a basic tax-free allowance. The tax-free allowance is computed for each personal shareholder on the basis of the cost price of each of the shares multiplied by a risk-free interest rate. The risk-free interest rate is calculated every income year and is allocated to the shareholder owning shares on 31 December of the relevant income year. Any part of the calculated allowance exceeding the dividend distributed on the share (“unused allowance”) may be carried forward and set off against future dividends received on (or gains upon realisation of, see below) the same share. Any unused allowance will also be added to the basis of computation of the tax-free allowance on the same share the following year.

16.1.2.2 Taxation on Capital Gains on Disposal of Shares Sale, redemption or other disposal of shares is considered as a realisation for Norwegian tax purposes.

Capital gains generated by Norwegian Corporate Shareholders through a realisation of shares in Norwegian limited liability companies are income included in the tax exemption method and are thus tax exempt. Net losses from realisation of shares are not tax deductible for Norwegian Corporate Shareholders.

Norwegian Personal Shareholders are taxed in Norway for capital gains derived from realisation of shares, and have a corresponding right to deduct losses. This applies irrespective of how long the shares have been owned by the individual shareholder and irrespective of how many shares are realised. Gains are taxable as ordinary income in the year of realisation, and losses can be deducted from ordinary income in the year of realisation. The current tax rate for ordinary income is 27 per cent. Under current tax rules, gain or loss is calculated per share, as the difference between the consideration received and the tax value of the share. The tax value of each share is based on the individual shareholder’s purchase price for the share. Costs incurred in connection with the acquisition or realisation of the shares will be deductible in the year of sale. Unused tax-free allowance connected to a share may be deducted from a capital gain on the same share, but may not lead to or increase a deductible loss. Further, unused tax-free allowance related to a share cannot be set off against gains from realisation of other shares.

If a Norwegian shareholder disposes of shares acquired at a different point in time, the FIFO principle will be applied upon calculating taxable gain or loss. Costs incurred in connection with the purchase and sale of shares may be deducted in the year of sale.

A Shareholder who ceases to be tax resident in Norway due to domestic law or tax treaty provisions may become subject to Norwegian exit taxation of capital gains related to shares in certain circumstances.

16.1.2.3 Net Wealth Tax The value of shares is taken into account for net wealth tax purposes in Norway. The marginal tax rate as at the date of this Prospectus is 1.0 per cent. Norwegian limited liability companies and similar entities are exempted from net wealth tax.

Shares listed on the Oslo Stock Exchange are valued at the quoted value as at 1 January in the assessment year.

16.1.3 Non-Resident Shareholders 16.1.3.1 Taxation on Dividends Dividends paid from a Norwegian limited liability company to Non-resident Shareholders are subject to Norwegian withholding tax at a rate of 25 per cent unless the recipient qualifies for a reduced rate according to an applicable tax treaty or other specific regulations. Norway has entered into tax treaties with a number of countries and withholding tax is normally set at 15 per cent under these treaties. The shareholder’s home country may give credit for the Norwegian withholding tax imposed on the dividend.

Non-resident corporate shareholders (i.e., limited liability companies and similar entities) (“Non-resident Corporate Shareholders”) that are genuinely established and carry out genuine economic activities within the EEA and are considered as the real owner of the shares upon which the dividends are distributed, are not subject to Norwegian withholding tax.

Dividends paid to Non-resident personal shareholders (i.e., other Non-Resident Shareholders than Non-resident Corporate Shareholders) (“Non-resident Personal Shareholders”) are as the main rule subject to Norwegian withholding tax at a rate of 25 per cent, unless a lower rate has been agreed in an applicable tax treaty. If the personal shareholder is resident within the EEA, the shareholder may apply to the tax authorities for a refund if the tax withheld by the distributing company exceeds the tax that would have been levied according to the regulations described above for Norwegian Personal Shareholders.

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In accordance with the present administrative system in Norway, a distributing company will generally deduct withholding tax at the applicable rate when dividends are paid directly to an eligible Non-resident Shareholder, based on information registered with the VPS. Dividends paid to Non-resident Shareholders in respect of nominee registered shares are not eligible for reduced treaty withholding tax rate at the time of payment unless the nominee, by agreeing to provide certain information regarding beneficial owner, has obtained approval for reduced treaty withholding tax rate from the Norwegian Central Office for Foreign Tax Affairs.

Non-resident Shareholders should consult their own advisers regarding the availability of tax treaty benefits in respect of dividend payments.

16.1.3.2 Taxation on Capital Gains / Losses on Disposal of Shares Gains from the sale or other disposal of shares by a Non-resident Shareholder will not be subject to tax in Norway unless the Non-resident Shareholder is holding the shares in connection with a business carried out or managed from Norway. Such taxation may be limited according to an applicable tax treaty.

16.1.3.3 Net Wealth Tax Non-resident Shareholders are not subject to Norwegian net wealth tax with respect to the Shares, unless the Shareholder is an individual, and the shareholding is effectively connected with a business which the shareholder takes part in or carries out in Norway. Such taxation may be limited according to an applicable tax treaty.

16.1.4 VAT and Transfer Taxes, etc. No transfer taxes, stamp duty or similar taxes are currently imposed in Norway on purchase, disposal or redemption of shares. Further, there is no VAT on transfer of shares.

16.1.5 Inheritance Tax There is no Norwegian inheritance or gift tax on transfer of shares from the income year of 2014.

16.2 Certain United States Federal Income Tax Considerations The following is a summary of the anticipated material U.S. federal income tax consequences to U.S. Holders (as defined below) arising from and relating to the Demerger as well as the ownership and disposition of Shares received pursuant to the Demerger. This summary addresses only shareholders of Existing Aker Solutions that are U.S. Holders who are participants in the Demerger. This summary is for general information purposes only and is not a complete analysis or listing of all potential U.S. federal income tax consequences that may apply to a U.S. Holder as a result of the Demerger. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences of the Demerger to such U.S. Holder. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder. In addition, this summary does not address any tax consequences to U.S. persons that are option holders or warrant holders with respect to such options or warrants. This summary also does not address the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences to U.S. Holders of the acquisition, ownership, and disposition of shares in Existing Aker Solutions and, after the Demerger, Shares and shares in Akastor. Each U.S. Holder should consult its own tax advisor regarding the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences of the acquisition, ownership, and disposition of shares in Existing Aker Solutions and, after the Demerger, Shares and shares in Akastor.

No legal opinion from U.S. legal counsel or ruling from the IRS has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the Demerger to U.S. Holders. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions taken in this summary.

16.2.1 Scope of this Disclosure 16.2.1.1 Authorities This summary is based on the Code, Treasury Regulations, published rulings of the IRS, published administrative positions of the IRS, the Convention Between the United States of America and the Kingdom of Norway for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion With Respect to Taxes on Income and Property, signed at Oslo on 3 December 1971 (the “Norway-U.S. Tax Convention”) and U.S. court decisions that are applicable and, in each case, as in effect and available, as at the date of this Prospectus. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be

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applied on a retroactive basis. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive basis.

16.2.1.2 U.S. Holders For purposes of this summary, a “U.S. Holder” is a shareholder of Existing Aker Solutions that, for U.S. federal income tax purposes, is (a) an individual who is a citizen or resident of the U.S., (b) a corporation, or any other entity classified as a corporation for U.S. federal income tax purposes, that is created or organised in or under the laws of the U.S., any state in the U.S., or the District of Columbia, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust.

16.2.1.3 Non U.S. Holders A “non U.S. Holder” is any shareholder other than a U.S. Holder. This summary does not address the U.S. federal income tax consequences of the Demerger to non U.S. Holders. Accordingly, non U.S. Holders should consult their own tax advisors regarding the U.S. federal income, U.S. state and local, and foreign tax consequences (including the potential application and operation of any income tax treaties) of the Demerger.

16.2.1.4 U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed This summary does not address the U.S. federal income tax consequences of the Demerger to U.S. Holders that are subject to special provisions under the Code, including the following U.S. Holders: (a) U.S. Holders that are tax exempt organisations, qualified retirement plans, individual retirement accounts, or other tax deferred accounts; (b) U.S. Holders that are financial institutions, insurance companies, real estate investment trusts, or regulated investment companies; (c) U.S. Holders that are dealers in securities or currencies or U.S. Holders that are traders in securities that elect to apply a mark to market accounting method; (d) U.S.

Holders that have a “functional currency” other than the U.S. dollar; (e) U.S. Holders that own shares in Exiting Aker Solutions (or, after the Demerger, Shares and shares in Akastor) as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) U.S. Holders that hold shares in Existing Aker Solutions (or, after the Demerger, Shares and shares in Akastor) other than as a capital asset within the meaning of Section 1221 of the Code; and (g) U.S. Holders that own (directly, indirectly, or by attribution) 10 per cent or more of the total combined voting power of all classes of shares in Existing Aker Solutions (and/or, after the Demerger, Shares) entitled to vote. This summary also does not address the U.S. federal income tax considerations applicable to U.S. Holders who are (a) U.S. expatriates or former long-term residents of the U.S.; (b) persons that have been, are, or will be a resident or deemed to be a resident in Norway; (c) persons that use or hold, will use or hold, or that are or will be deemed to use or hold shares in Existing Aker Solutions (or, after the Demerger, Shares and shares in Akastor) in connection with carrying on a business in Norway; or (d) persons that have a permanent establishment in Norway for the purposes of the Norway-U.S. Tax Convention. U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described above, should consult their own tax advisors regarding the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences relating to the acquisition, ownership and disposition of shares in Existing Aker Solutions, Shares and shares in Akastor.

If an entity that is classified as a partnership for U.S. federal income tax purposes holds shares in Existing Aker Solutions (or, after the Demerger, Shares and shares in Akastor), the U.S. federal income tax consequences of the Demerger and owning and disposing of such shares to such partnership and the partners of such partnership generally will depend on the activities of the partnership and the status of such partners. Partners of entities that are classified as partnerships for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences of the Demerger and the ownership and disposition of shares in Existing Aker Solutions, Shares and shares in Akastor.

16.2.1.5 Transactions Not Addressed This summary does not address the U.S. federal income tax consequences to U.S. Holders of transactions entered into prior to, concurrently with, or subsequent to the Demerger (regardless of whether any such transaction is undertaken in connection with the Demerger), including, but not limited to, the following transactions (without regard as to whether such transactions are considered part of the Demerger): (a) any conversion, exchange or adjustment of a warrant, option, or other right to acquire shares in Existing Aker Solutions; and (b) any conversion, exchange, or adjustment of any note, debenture, or other debt instrument of Existing Aker Solutions.

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16.2.2 U.S. Federal Income Tax Characterisation of the Demerger The Demerger will be effected under applicable provisions of Norwegian corporate law, which are technically different from analogous provisions of U.S. corporate law. Therefore, the U.S. federal income tax consequences of certain aspects of the Demerger are not certain. This summary assumes that the distribution of the Shares on a pro rata basis to shareholders of Existing Aker Solutions pursuant to the Demerger will be treated as a tax-deferred distribution under Section 355 of the Code. There can be no assurance that the IRS will not challenge this characterisation of the Demerger or that, if challenged, a U.S. court would not agree with the IRS. This summary further assumes that none of Existing Aker Solutions, Akastor and New Aker Solutions is, has been or will be a “passive foreign investment company” (“PFIC”) under Section 1297 of the Code. Each U.S. Holder should consult its own tax advisor regarding the proper treatment of the Demerger for U.S. federal income tax purposes and the potential application of the PFIC rules to such U.S. Holder’s ownership of shares in Existing Aker Solutions, Shares or shares in Akastor.

If the distribution of Shares on a pro rata basis to shareholders of Existing Aker Solutions pursuant to the Demerger is treated as a tax-deferred distribution under Section 355 of the Code, then for U.S. federal income tax purposes:

 no gain or loss will be recognised by, and no amount will otherwise be included in the income of, a shareholder as the result of the receipt of Shares in the Demerger;

 the tax basis of the Shares and shares in Akastor held by shareholders immediately after the Demerger will be the same as each holder’s basis in shares in Existing Aker Solutions immediately before the Demerger, allocated between the Shares and the shares in Akastor in proportion to their relative fair market values on the effective date of the Demerger; and

 the holding period of Shares received by shareholders will include the holding period of their shares in Existing Aker Solutions, provided that such Shares are held as a capital asset on the effective date of the Demerger.

If the distribution of Shares on a pro rata basis to shareholders pursuant to the Demerger does not qualify as a tax- deferred distribution under Section 355 of the Code, then for U.S. federal income tax purposes, each shareholder who receives Shares pursuant to the Demerger generally would be treated as receiving a taxable distribution in an amount equal to the fair market value of the Shares received. In such case, the tax consequences to such shareholders upon receipt of such distribution with respect to its shares in Existing Aker Solutions will be similar to those discussed below under Section 16.2.3.1 “Taxation—Certain United States Federal Income Considerations— Distribution on Shares”.

U.S. Treasury regulations require certain shareholders of Existing Aker Solutions that receive Shares in the Demerger to attach to such shareholder’s U.S. federal income tax return for the year in which such Shares are received, a detailed statement setting forth such data as may be appropriate to show the applicability of Section 355 of the Code to the distribution. U.S. Holders should consult their own tax advisors as to the necessity for and contents of any applicable disclosures required as a result of the Demerger.

EACH SHAREHOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THE PARTICULAR CONSEQUENCES OF THE DEMERGER TO SUCH SHAREHOLDER, INCLUDING THE APPLICATION OF FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS, AND POSSIBLE CHANGES IN TAX LAW THAT MAY AFFECT THE TAX CONSEQUENCES DESCRIBED ABOVE.

16.2.3 U.S. Federal Income Tax Consequences of Holding and Disposing of Shares 16.2.3.1 Distributions on Shares A U.S. Holder that receives a distribution, including a constructive distribution, with respect to its Shares generally will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Norwegian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of New Aker Solutions, as computed for U.S. federal income tax purposes. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of New Aker Solutions, such distribution will be treated first as a tax free return of capital to the extent of a U.S. Holder’s tax basis in the Shares and thereafter as gain from the sale or exchange of such Shares (see “Sale or Other Taxable Disposition of Shares” below). However, New Aker Solutions may not maintain the calculations of earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder should therefore assume that any distribution by New Aker Solutions with respect to the Shares will constitute ordinary dividend income.

Dividends received on the Shares (including any amounts withheld in respect to Norwegian taxes) will be treated as foreign-source dividend income and will not be eligible for the “dividends received deduction” generally available to U.S. corporations under the Code. Such dividends may, however, qualify for the preferential tax rates applicable to long-term capital gains. A dividend will be included in a U.S. Holder’s income on the date of the U.S. Holder’s actual

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or constructive receipt of the dividend. The amount of any dividend income paid in Norwegian kroner will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognise foreign currency gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt. In general, foreign currency gain or loss will be treated as U.S.-source ordinary income or loss.

Subject to applicable limitations, under U.S. federal income tax law concerning credits or deductions for foreign taxes and certain exceptions for short-term and hedged positions, Norwegian income taxes withheld from dividends on the Shares will be creditable against the U.S. Holder’s U.S. federal income tax liability (or at a U.S. Holder’s election, may be deducted in computing taxable income if the U.S. Holder has elected to deduct all foreign income taxes for the taxable year). The limitation on foreign taxes eligible for the U.S. foreign tax credit is calculated separately with respect to specific “baskets” of income. For this purpose, the dividends should generally constitute “passive category income”, or in the case of certain U.S. Holders, “general category income”.

The rules governing foreign tax credits and dividends are complex, and U.S. Holders should consult their tax advisers regarding the application of such rules based on their particular circumstances.

16.2.3.2 Sale or Other Taxable Disposition of Shares Upon the sale or other taxable disposition of Shares, a U.S. Holder generally will recognise capital gain or loss in an amount equal to the difference between the amount of cash plus the fair market value of any property received and such U.S. Holder’s tax basis in the shares sold or otherwise disposed of. Gain or loss recognised on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other disposition, the Shares have been held for more than one year. Preferential rates may apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

With respect to the sale or exchange of Shares, the amount realised generally will be the U.S. dollar value of the payment determined on the date of disposition. If the Shares are treated as traded on an “established securities market”, a cash basis taxpayer, or, if it elects, an accrual basis taxpayer, will determine the U.S. dollar value of the amount realised by translating the amount received at the spot rate of exchange on the settlement date of the sale or exchange.

16.2.3.3 Passive Foreign Investment Company Rules New Aker Solutions believes that Existing Aker Solutions was not a PFIC in its preceding tax year and that New Aker Solutions is not a PFIC for U.S. federal income tax purposes and does not expect to become a PFIC in the foreseeable future. However, the determination of whether the New Aker Solutions is a PFIC is made annually, after the close of the relevant taxable year. Therefore, it is possible that New Aker Solutions could be classified as a PFIC for the current taxable year or in future years due to changes in the composition of its assets or income, as well as changes in its market capitalisation.

In general, a non U.S. corporation will be classified as a PFIC for any taxable year if at least (i) 75 per cent of its gross income is classified as “passive income” or (ii) 50 per cent of its assets (determined on the basis of a quarterly average) produce or are held for the production of passive income. For these purposes, cash is considered a passive asset. In making this determination, the non U.S. corporation is treated as earning its proportionate share of any income and owning its proportionate share of any assets of any corporation in which it directly or indirectly holds 25 per cent or more (by value) of the stock.

Under the PFIC rules, if New Aker Solutions were considered a PFIC at any time that a U.S. Holder holds Shares, New Aker Solutions would continue to be treated as a PFIC with respect to such U.S. Holder’s investment unless (i) New Aker Solutions ceases to be a PFIC and (ii) the U.S. Holder has made a “deemed sale” election under the PFIC rules.

If New Aker Solutions is considered a PFIC at any time that a U.S. Holder holds Shares, any gain recognised by the U.S. Holder on a sale or other disposition of Shares, as well as the amount of an “excess distribution” (defined below) received by such holder, would be allocated rateably over the U.S. Holder’s holding period for the Shares. The amounts allocated to the taxable year of the sale or other disposition (or the taxable year of receipt, in the case of an excess distribution) and to any year before New Aker Solutions became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed. For purposes of these rules, an excess distribution is the amount by which any distribution received by a U.S. Holder on its Shares in a taxable year exceeds 125 per cent of the average of the annual distributions on its Shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter. Certain elections may be available that would result in alternative treatments (such as mark-to-market treatment) of the Shares.

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If New Aker Solutions is considered a PFIC for any taxable year during which a U.S. Holder holds Shares, then in lieu of being subject to the tax and interest charge rules discussed above, a U.S. Holder may make an election to include gain on the Shares as ordinary income under a mark-to-market method, provided that the Shares are “regularly traded” on a “qualified exchange”. In general, the Shares will be treated as “regularly traded” for a given calendar year if more than a de minimis quantity of the Shares are traded on a qualified exchange on at least 15 days during each calendar quarter of such calendar year. The Shares will be listed on the Oslo Stock Exchange. However, no assurance can be given that the Shares will be regularly traded for purposes of the mark-to-market election. In addition, because a mark-to-market election cannot be made for any lower-tier PFICs that New Aker Solutions may own, a U.S. Holder may continue to be subject to the PFIC rules with respect to such holder’s indirect interest in any investments held by New Aker Solutions that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.

If a U.S. Holder makes an effective mark-to-market election, such U.S. Holder will include in each year that New Aker Solutions is a PFIC as ordinary income the excess of the fair market value of such U.S. Holder’s Shares at the end of the year over such U.S. Holder’s adjusted tax basis in the Shares. Such U.S. Holder will be entitled to deduct as an ordinary loss in each such year the excess of such U.S. Holder’s adjusted tax basis in the Shares over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. If a U.S. Holder makes an effective mark-to-market election, in each year that we are a PFIC any gain such U.S. Holder recognises upon the sale or other disposition of such U.S. Holder’s Shares will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount of previously included income as a result of the mark-to-market election.

New Aker Solutions does not intend to provide the information necessary for U.S. Holders to make qualified electing fund elections if the Company is classified as a PFIC.

If New Aker Solutions is considered a PFIC, a U.S. Holder will also be subject to information reporting requirements on an annual basis.

U.S. Holders should consult their own tax advisors about the potential application of the PFIC rules to an investment in the Shares and whether any of these elections would be available, and if so, what the consequences of the alternative treatments would be in their particular circumstances.

16.2.3.4 Foreign Asset Reporting Certain U.S. Holders who are individuals (or certain specified entities) are required to report information relating to an interest in Shares by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, to their tax return for each year in which they hold Shares, subject to certain exceptions (including an exception for Shares held in accounts maintained by financial institutions in which case the account may be reportable if maintained by a foreign financial institution). U.S. Holders are urged to consult their tax advisers regarding the effect, if any, of this legislation on their ownership and disposition of Shares.

16.2.3.5 Medicare Tax A U.S. Holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8 per cent tax on the lesser of (1) such U.S. Holder’s “net investment income” (or undistributed “net investment income” in the case of estates and trusts) for the relevant taxable year and (2) the excess of such U.S. Holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between USD 125,000 and USD 250,000, depending on the individual’s circumstances). A U.S. Holder’s net investment income will generally include its gross interest income and its net gains from the disposition of Shares, unless such interest or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). U.S. Holders that are individuals, estates or trusts, should consult their tax advisor regarding the applicability of this tax to their income and gains in respect of their investment in Shares.

16.2.4 Information Reporting; Backup Withholding Tax Payments of dividends (including distributions of interest attributable to shareholders’ equity) and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding, unless (1) the U.S. Holder is an exempt recipient; or (2) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.

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17. TRANSFER RESTRICTIONS The Shares may, in certain jurisdictions, be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Prospectus does not constitute an offer or solicitation to buy, subscribe or sell the securities described herein, and no securities are being offered or sold pursuant to this Prospectus in any jurisdiction.

United States

No Shares are being offered or sold, directly or indirectly, in or into the United States pursuant to this Prospectus and no Shares have been, or will be, registered under the U.S. Securities Act, or under the securities laws of any state of the United States and, accordingly, the Shares may not be offered or sold, directly or indirectly, in or into the United States (as defined in Regulation S under the U.S. Securities Act), unless registered under the U.S. Securities Act or pursuant to an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws of the United States.

Shares received by a holder who will be an “affiliate” of New Aker Solutions or Akastor after the Demerger or is an “affiliate” of New Aker Solutions or Akastor prior to the Demerger will be subject to certain restrictions on resale imposed by the U.S. Securities Act. As defined in Rule 144 under the U.S. Securities Act, an “affiliate” of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the issuer. If in doubt, all holders that could be considered affiliates of New Aker Solutions or Akastor prior to or after the Demerger should consult their legal advisors to determine the extent of applicable resale provisions.

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18. ADDITIONAL INFORMATION Independent Auditor

New Aker Solutions’ independent auditor is KPMG AS, which has its registered address at Sørkedalsveien 6, N-0306 Oslo, Norway. KPMG AS is a member of The Norwegian Institute of Public Accountants (Nw. Den Norske Revisorforening).

The Full-Year Combined Carve-Out Financial Statements as at and for the years ended 31 December 2013, 2012 and 2011, and the financial statements of Aker Solutions Holding ASA for the period from the date of the incorporation of the Company up to and including 27 July 2014, included in this Prospectus, have been audited by KPMG AS, independent auditors, as stated in their reports appearing herein.

With respect to the Interim Combined Carve-Out Financial Statements as at 30 June 2014 and for the three and six months ended 30 June 2014 and 30 June 2013, included in this Prospectus, KPMG AS has reported that it has applied limited review procedures in accordance with professional standards for a review of such information. However, as the report states, they did not audit and they do not express an opinion on the interim combined carve-out financial information.

KPMG AS’ report on the Full-Year Combined Carve-Out Financial Statements as at and for the years ended 31 December 2013, 2012 and 2011 included and emphasis of matter paragraph regarding the basis for preparation as follows:

“Without modifying our opinion, we draw attention to Note 2 to the combined carve-out financial statements, which explains the basis of preparation, including the approach to and the purpose for preparing them.”

KPMG AS’ report on the Interim Combined Carve-Out Financial Statements as at 30 June 2014 and for the three and six months ended 30 June 2014 and 30 June 2013 included an emphasis of matter paragraph regarding the basis of preparation as follows:

“Without modifying our opinion, we draw attention to Note 2 to the combined carve-out interim financial statements, which explains the basis of preparation, including the approach to and the purpose for preparing them.”

Managers

The names and addresses of the Managers are as follows:

ABG Sundal Collier Norge ASA Barclays Bank PLC Carnegie AS Munkedamsveien 45 E, Vika Atrium 5 The North Colonnade Grundingen 2, Aker Brygge N-0250 Oslo Canary Wharf N-0250 Oslo Norway London E14 4BB Norway Tel: +47 22 01 60 00 United Kingdom Tel: +47 22 00 93 00 Tel: +44 (0)20 7623 2323

Legal Advisers

Advokatfirmaet BA-HR DA, Tjuvholmen allé 16, N-0252 Oslo, Norway, has acted as legal counsel (as to Norwegian law) to Akastor and the Company in connection with the Demerger and admission to trading of the Shares on the Oslo Stock Exchange. Wikborg, Rein & Co. Advokatfirma DA, Kronprinsesse Märthas pl. 1, N-0160 Oslo, Norway, has acted as Norwegian legal counsel to the Managers in connection with the admission to trading of the Shares on the Oslo Stock Exchange and White & Case LLP, Biblioteksgatan 12, SE-111 85 Stockholm, Sweden, and Eteläranta 14, FI-00130 Helsinki, Finland, has acted as international legal counsel to the Managers in connection with admission to trading of the Shares on the Oslo Stock Exchange.

Documents on Display

For twelve months from the date of this Prospectus, copies of the following documents will be available for inspection at the Company’s registered office during normal business hours from Monday through Friday each week (except public holidays):

 New Aker Solutions’ New Articles of Association and Memorandum of Association;

 the Full-Year Combined Carve-Out Financial Statements and the Interim Combined Carve-Out Financial Statements prepared in accordance with IFRS;

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 financial statements for New Aker Solutions for the period from the date of inception up to and including 27 July 2014, prepared in accordance with accounting standards, principles and practices generally accepted in Norway; and

 this Prospectus

Incorporation by Reference

There is no information incorporated by reference in this Prospectus.

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19. DEFINITIONS AND GLOSSARY 2013 WEO ...... The 2013 World Energy Outlook.

ABG Sundal Collier ...... ABG Sundal Collier Norge ASA.

AEG ...... Aker Egersund AS.

AFP ...... Avtalefestet pensjon (AFP), an early retirement scheme organised by Norwegian employers, the main Labour Union in Norway and the Norwegian State.

AIM ...... Asset Integrity Management.

Akastor Business ...... The business to be retained by the Akastor Group after completion of the Demerger; as further described in Section 5 “The Demerger; Admission to Trading of Shares”.

Akastor Group ...... Akastor ASA taken together with its consolidated subsidiaries after completion of the Demerger.

Akastor or Akastor ASA ...... Akastor ASA (i.e., Aker Solutions ASA with org. no. 986 529 551 to be renamed Akastor ASA on the date of completion of the Demerger).

Aker Group ...... Aker ASA and companies in which Aker ASA has a material interest.

ANP ...... Agência Nacional do Petróleo.

APA ...... Awards in Predefined Areas, a Norwegian government- led incentive program created to enhance exploration activities in mature areas.

Baker Hughes ...... Baker Hughes Incorporated.

Barclays ...... Barclays Bank PLC.

Barclays Equity Research’s E&P Spending Survey ...... The Global 2014 E&P Spending Update, Barclays Equity Research dated 18 June 2014. bbl ...... Barrel.

BNDES ...... Brazilian Development Bank.

Board of Directors ...... The board of directors of the Company at any given time.

CAGR Compound annual growth rate.

CAGR ...... Compound annual growth rate.

Carnegie ...... Carnegie AS.

CEO ...... Chief Executive Officer.

CET ...... Central European Time.

CFO ...... Chief Financial Officer.

Code ...... The United States Internal Revenue Code of 1986, as amended.

Combined Carve-Out Financial Statements ...... The Full-Year Combined Carve-Out Financial Statements and the Interim Combined Carve-Out Financial Statements.

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Company ...... New Aker Solutions.

Corporate Governance Code ...... The Norwegian Code of Practice for Corporate Governance of 23 October 2012 issued by the Norwegian Corporate Governance Board (Nw. Norsk utvalg for eierstyring og selskapsledelse (NUES)).

CRC ...... Corporate risk committee.

Current Articles of Association ...... New Aker Solutions’ Articles of Association as at the date of this Prospectus.

Cut-Off Date ...... On or about 26 September 2014; final determination to be announced by Existing Aker Solutions in a separate stock exchange notice distributed through the information distribution system of the Oslo Stock Exchange.

Demerger ...... The demerger of Existing Aker Solutions in accordance with the Demerger Plan as approved by the general meetings of Existing Aker Solutions and New Aker Solutions on 12 August 2014.

Demerger Plan ...... The plan approved by the general meetings of Existing Aker Solutions and New Aker Solutions on 12 August 2014.

E ...... Engineering.

E&C ...... Engineering and construction.

E&P ...... Exploration and production.

EBIT ...... Operating profit.

EBITDA Margin ...... The quotient obtained by dividing operating profit before depreciation, amortisation and impairment by operating revenue and other income.

EC Regulation 809/2004 ...... Commission Regulation (EC) no. 809/2004.

EEA ...... European Economic Area.

EMA ...... Energy Maritime Associates.

EMA Report ...... The Floating Production Systems Quarterly Report, Energy Maritime Associates, 2014 FPS Report Series, Volume 2 - second quarter, 2014.

ENG ...... The Engineering business area, forming part of the Field Design reporting segment.

EOR ...... Enhanced oil recovery.

EP ...... Engineering and procurement services.

EPC ...... Engineering, procurement and construction.

EPCI ...... Engineering, procurement, construction and installation.

EPCIC ...... Engineering, procurement, construction, installation and commissioning.

EPCM ...... Engineering, procurement and construction management.

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EPma ...... Engineering, procurement services and management assistance.

EPS ...... Earnings per Share data included herein; calculated by dividing profit (loss) for the relevant period by 272,044,389 Shares (which will be the number of Shares outstanding in New Aker Solutions upon the completion of the Demerger).

Equity ratio ...... The ratio between (i) total equity attributable to the equity holders of the parent company and (ii) total liabilities and shareholders’ equity.

EU...... The European Union.

Euro or EUR ...... Euro, the lawful currency of the participating Member States of the European Union.

EVP ...... Executive Vice President.

Excess distribution ...... The amount by which any distribution received by a U.S. Holder on its Shares in a taxable year exceeds 125 per cent of the average of the annual distributions on its Shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter.

Existing Aker Solutions ...... The company comprising the Akastor Business and the New Aker Solutions Business prior to the completion of the Demerger.

Existing Aker Solutions Group ...... Aker Solutions ASA and its subsidiaries prior to the completion of the Demerger.

EY ...... Ernst & Young, Transaction Advisory Services.

FEED ...... Front-end engineering design.

Field Design ...... The Field Design reporting segment, consisting of the business areas ENG and MMO.

FIFO ...... Principle of “First-In-First-Out” under Norwegian tax laws.

FOREX ...... Foreign Exchange Law.

Forward-Looking Statements ...... Has the meaning ascribed to it in Section 4.2 “ General Information—Cautionary Note Regarding Forward- Looking Statements”.

FPSO ...... Floating production, storage and offloading.

Frontica Agreements ...... Agreements for provision of shared services from Frontica Business Solutions to members of the New Aker Solutions Group and the Akastor Group.

FSMA ...... Financial Services and Markets Act 2000 of the UK.

FSO ...... Floating, storage and offloading unit.

Full-Year Combined Carve-Out Financial Statements ...... New Aker Solutions Group’s consolidated audited combined carve-out financial statements as at and for the years ended 31 December 2013, 2012 and 2011.

GBP ...... British Pound Sterling, the lawful currency of the United Kingdom.

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GDP ...... Gross domestic product.

Group ...... New Aker Solutions taken together with its consolidated subsidiaries after completion of the Demerger and, for periods prior to the completion of the Demerger, the group of entities that carried out the New Aker Solutions Business.

Group Contribution ...... The system of group contribution allows entities within the same tax jurisdiction to make equity contributions and distributions to other legal entities controlled by a common parent. Group contributions are often used to allocate tax attributes and to recapitalise group companies.

HSE ...... Health, safety and environment.

IAS ...... International Accounting Standard.

IEA ...... International Energy Agency.

IFRS ...... International Financial Reporting Standards as adopted by the European Union.

Independents ...... Independent oil companies.

Infield Systems ...... Infield Systems 2013 Subsea Market Report to 2017.

Information Memorandum ...... The Information Memorandum dated 11 July 2014 prepared by Existing Aker Solutions.

Interim Board of Directors ...... The Board of Directors of New Aker Solutions as at the date of this Prospectus.

Interim Combined Carve-Out Financial Statements ...... New Aker Solutions’ consolidated unaudited combined carve-out financial statements as at 30 June 2014 and for the three and six months ended 30 June 2014 and 30 June 2013.

IOCs ...... International Oil Companies.

IP ...... Intellectual property rights.

IRM ...... Inspection, Repair and Maintenance.

IRR ...... Internal rate of return.

IRS ...... The United States Internal Revenue Service.

ISIN ...... International Securities Identification Number.

KPI ...... Key performance indicator.

LNG ...... Liquefied natural gas.

M&A ...... Mergers & Acquisitions.

Management ...... The executive management of New Aker Solutions.

Managers ...... ABG Sundal Collier, Barclays and Carnegie, collectively. mbbl/d ...... Millions of barrels per day.

MBtu ...... Million British thermal units.

Member States ...... The Member States of the European Union.

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MMO ...... The Maintenance, Modifications and Operations business area, forming part of the Field Design reporting segment.

MOPU ...... Mobile offshore production unit.

NCOA or Net current operating assets ...... Total current assets less total current liabilities.

NCS ...... Norwegian Continental Shelf, except for in the context of measuring operating revenues where “NCS” should be read as “Norway”.

Net Capital Employed ...... The sum of total non-interest bearing assets less non- interest bearing liabilities excluding dividends and Group Contributions.

Net financial debt ...... The sum of current and non-current borrowings less the sum of current and non-current interest bearing receivables and cash and cash equivalents.

New Aker Solutions ...... Aker Solutions Holding ASA with org. no. 913 748 174 to be renamed Aker Solutions ASA on date of the completion of the Demerger.

New Aker Solutions Business ...... The business to be transferred to New Aker Solutions in the Demerger, an overview of which is provided in Section 11 “Business Overview”.

New Aker Solutions Group ...... New Aker Solutions taken together with its consolidated subsidiaries after completion of the Demerger and, for periods prior to the completion of the Demerger, the group of entities that carried out the New Aker Solutions Business.

New Articles of Association ...... New Aker Solutions’ Articles of Association after completion of the Demerger, as per the Demerger Plan.

New Board of Directors ...... The Board of Directors of New Aker Solutions as of the first day of trading in the Shares on the Oslo Stock Exchange.

NGLs ...... Natural gas liquids.

NOCs ...... National Oil Companies.

NOK ...... Norwegian kroner, the lawful currency of Norway.

Non-resident Corporate Shareholders ...... Non-resident corporate shareholders that are genuinely established and carry out genuine economic activities within the EEA and that are considered as the real owner of the shares.

Non-resident Personal Shareholders ...... Other Non-resident Shareholders than Non-resident Corporate Shareholders.

Non-resident Shareholders...... Shareholders who are not resident in Norway for tax purposes.

Non-U.S. Holder ...... Any shareholder other than a U.S. Holder.

Norway-U.S. Tax Convention ...... The Convention Between the United States of America and the Kingdom of Norway for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion With Respect to Taxes on Income and Property, signed at Oslo on 3 December 1971.

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Norwegian Corporate Shareholders ...... Norwegian limited liability companies and similar entities.

Norwegian FSA ...... The Norwegian Financial Supervisory Authority (Nw. Finanstilsynet).

Norwegian Personal Shareholders ...... Other Norwegian Shareholders than Norwegian Corporate Shareholders.

Norwegian Public Limited Liability Companies Act ...... The Norwegian Public Limited Liability Companies Act of 13 June 1997 No 45 (Nw. allmennaksjeloven).

Norwegian Securities Trading Act ...... The Norwegian Securities Trading Act of 29 June 2007 no. 75 (Nw. verdipapirhandelloven).

Norwegian Shareholders ...... Shareholders who are resident in Norway for tax purposes.

Norwegian Tax Act ...... The Norwegian Tax Act of 26 March 1999 No 14 (Nw. skatteloven).

OPEC ...... Organisation of Petroleum Exporting Countries.

Order backlog ...... The order backlog of the New Aker Solutions Group as at the date being reported, calculated on the basis summarised in Section 9.5 “Operating and Financial Review—Performance Measures”.

Order intake ...... The order intake of the New Aker Solutions Group for the period being reported, calculated on the basis summarised in Section 9.5 “Operating and Financial Review—Performance Measures”.

Oslo Stock Exchange ...... Oslo Børs ASA, or as the case may be, the stock exchange (Nw. Oslo Børs) operated by Oslo Børs ASA.

P ...... Procurement.

PEMTM ...... The project execution model developed by the Existing Aker Solutions Group comprising of a set of software, documentation, procedures and information for the tendering and execution phase of material projects.

PFIC ...... A “passive foreign investment company” under Section 1297 of the Code.

Prospectus ...... This prospectus dated 15 September 2014.

Prospectus Directive ...... Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in prospectuses.

PRS ...... Process Systems.

R&D ...... Research and development.

Record Date ...... On or about 1 October 2014; final determination to be announced by Existing Aker Solutions in a separate stock exchange notice distributed through the information distribution system of the Oslo Stock Exchange.

ROACE ...... Return on Average Capital Employed.

SCMS ...... Subsea compressor manifold station.

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SCSt ...... Sea compressor station.

Separation Agreement ...... The agreement entered into between Akastor and New Aker Solutions, and other entities within the Akastor Group and the New Aker Solutions Group to co-ordinate the restructuring and to address certain separation issues arising out of the transactions that are carried out in connection with the Demerger, as further discussed in Section 12.1 “Relationship with Akastor; Related Party Transactions—Separation Arrangements Relating to the Demerger”.

Share(s) ...... Ordinary shares in New Aker Solutions, each with a par value of NOK 1.08 at the time of the completion of the Demerger.

SPAR ...... A type of floating oil platform typically used in very deepwaters, and is named for logs used as buoys in shipping that are moored in place vertically. sqm ...... Square metre.

STU ...... Steel Tube Umbilicals.

SUB ...... The Subsea business area, forming part of the Subsea reporting segment.

Subsea ...... The Subsea reporting segment, consisting of the business areas SUB and UMB.

Subsea Factory ...... A concept that marks the evolution of advanced subsea technology like boosting and separation into a full life of field concept that combines subsea hardware, subsea processing and the sub-surface management of reservoir performance, with an overall aim of increasing hydrocarbon recovery from subsea fields.

Subsea Production Alliance ...... The alliance cooperation agreement entered into between the Group and Baker Hughes.

T+3 ...... Trade date plus three trading days, the ordinary settlement cycle of the VPS and the settlement period for trading on the Oslo Stock Exchange.

Technology Agreement ...... The agreement entered into between Akastor and New Aker Solutions, and other entities within the Akastor Group and the New Aker Solutions Group regulating, inter alia, the allocation of ownership to key intellectual property rights and know-how between the Akastor Group and the New Aker Solutions Group; as further discussed in Section 12.1 “Relationship with Akastor; Related Party Transactions—Separation Arrangements Relating to the Demerger”.

TLP ...... Tension-leg platform.

Topside ...... On an offshore oil platform, topsides refers to the upper half of the structure, above the sea level, outside the splash zone, on which equipment is installed.

Transitional Services Agreement ...... The agreement to be entered into between Akastor and New Aker Solutions, and other entities within the Akastor Group and the New Aker Solutions Group regulating, inter alia, the provisioning of certain transitional services for a certain period after

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completion of the Demerger; as further discussed in Section 12.1 “Relationship with Akastor; Related Party Transactions—Separation Arrangements Relating to the Demerger”.

U.S. dollar or USD ...... United States dollar, the lawful currency of the United States.

U.S. Holder ...... A shareholder of Existing Aker Solutions that, for U.S. federal income tax purposes, is (a) an individual who is a citizen or resident of the U.S., (b) a corporation, or any other entity classified as a corporation for U.S. federal income tax purposes, that is created or organised in or under the laws of the U.S., any state in the U.S., or the District of Columbia, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust.

U.S. Securities Act ...... The United States Securities Act of 1933, as amended.

UK ...... The United Kingdom.

UKCS ...... United Kingdom Continental Shelf.

UMB ...... The Umbilicals business area, forming part of the Subsea reporting segment.

United States, USA or U.S...... The United States of America.

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APPENDIX A — FINANCIAL STATEMENTS

Index to Financial Information on New Aker Solutions Page The New Aker Solutions Group’s unaudited combined interim financial statements as at 30 June 2014 and for the three and six months ended 30 June 2014 and 2013, including independent auditor’s review report ...... A2 The New Aker Solutions Group’s audited Combined Carve-Out Financial statements as at and for the years ended 31 December 2013, 2012 and 2011 including independent auditor’s report ...... A11 New Aker Solutions’ audited financial statements for the period from 23 May 2014 to 27 July 2014 (the stub-year from inception to the last practical date before the date of this Prospectus), including independent auditor’s report ...... A80

A - 1 Aker Solutions group

UNAUDITED CONDENSED COMBINED CARVE-OUT INTERIM FINANCIAL STATEMENTS

Condensed combined carve-out statement of income Three months ended Six months ended 30 June 30 June NOK million Note 2014 2013 2014 2013 Operating revenues and other income 8 8 046 7 442 15 483 14 771 Operating expenses (7 459) (7 003) (14 273) (13 844) Operating profit before depreciation, amortization and impairment 8 587 439 1 210 927 Depreciation, amortization and impairment (139) (109) (280) (208) Operating profit 8 448 330 930 719 Financial income 13 26 14 39 Financial expenses (30) (53) (58) (103) Profit (loss) on foreign currency forward contracts 73 102 (33) 86 Profit (loss) before tax 504 405 853 741 Income tax (expense) benefit (137) (98) (245) (178) Profit for the period 367 307 608 563

Attributable to: Equity holders of the parent company 362 304 601 561 Non-controlling interests 5 3 7 2

Earnings per share (NOK) 4 1.33 1.12 2.21 2.06

Condensed combined carve-out statement of comprehensive income Three months ended Six months ended 30 June 30 June NOK million Note 2014 2013 2014 2013 Profit for the period 367 307 608 563 Other comprehensive income: Items that may be reclassified subsequently to profit or loss: Cash flow hedges, effective portion of changes in fair value (351) 293 (479) 344 Cash flow hedges, reclassification to income statement 63 (130) 106 (148) Cash flow hedges, deferred tax 86 (45) 109 (54) Translation differences foreign operations 205 117 170 211 Total 3 235 (94) 353 Items that will not be reclassified to profit or loss: Remeasurements of defined benefit pension plans (70) - (70) - Remeasurements of defined benefit pension plans, deferred tax 19 - 19 - Total (51) - (51) - Total comprehensive income 319 542 463 916 Total comprehensive income attributable to: Equity holders of the parent company 311 537 450 916 Non-controlling interests 8 5 13 -

A - 2 Condensed combined carve-out balance sheet

Deferred tax asset 400 444 Intangible assets 7 5331 5 080 Property, plant and equipment 6 3181 3 072 Other non-current operating assets and investments 23 17 Non current Interest-bearing receivables 6 Total non-current assets 8941 8613 Current tax assets 160 136 Current operating assets 9 13644 12456 Current interest-bearing receivables related parties 106 Cash and cash equivalents 4 009 I 4463 Total current assets 17813 17161 Total assets 26754 25774

Total e uily attributable to the parent 7554 6313 Non-controlling interests 175 i 156 Total equity 7729 6469 Deferred tax liabilities 1284 1203 Employee benefits obligations 588 524 Other non-current liabilities 50 75 Non-current borrowings 3710 i 3533 Total non-current liabilities 5632 5335

Current tax liabilities 90 t 25 Current operating liabilities 9 13286 13931 Current borrowings 17 14 Total current liabilities 13393 13970 Total liabilities and equity 26754 25774

Fornebu, September 12, 2014 Interim Board of Directors of Aker Solutions ASA _G~æ5-~ ;l~ -(, . --- ___ rJonlChlrrr:dA Svein Oskar Stoknes (Chairman) "'~"M_'~~

A1lliAxel Ranang Gustavsen - - (Director).. -._.

A - 3 Condensed combined carve-out statement of cash flow Six months ended 30 June NOK million Note 2014 2013 Profit (loss) before tax 853 741 Depreciation, amortization and impairment 280 208 Other cash flow from operating activities (194) (971) Net cash from operating activities 939 (22) Acquisition of property, plant and equipment (298) (416) Payments for capitalized development (235) (213) Acquisition of subsidiaries, net of cash acquired (15) (638) Sale of fixed assets 7 - Other cash flow from investing activities 14 12 Net cash from investing activities (527) (1 255) Change in external borrowings 85 (546) Dividends to and payments from non-controlling interests 6 (5) Net group contribution and dividends from (to) parent (1 741) (806) Net contribution from (to) parent 724 2 014 Net cash from financing activities (926) 657 Effect of exchange rate changes on cash and bank deposits 60 25 Net decrease (-) / increase (+) in cash and bank deposits (454) (595)

Cash and bank deposits as at the beginning of the period 4 463 3 155 Cash and bank deposits as at the end of the period1 4 009 2 560

1) Cash and cash equivalents includes deposits in Existing Aker Solutions (to be renamed Akastor) cash pooling arrangement of NOK 2 973 million (NOK 1 903 million in 2013) .

Condensed combined carve-out statement of change in equity

Contributed equity and Total equity Non- retained Other attributable controlling Total NOK million earnings reserves to the parent interest equity Equity as of January 1, 2013 4 874 (450) 4 424 154 4 578 Total comprehensive income 563 353 916 - 916 Changes in parent`s investment 1 873 - 1 873 - 1 873 Equity as of June 30, 2013 7 310 (97) 7 213 154 7 367

Equity as of January 1, 2014 6 087 226 6 313 156 6 469 Total comprehensive income 595 (145) 450 13 463 Changes in parent`s investment 791 - 791 - 791 Change in non-controlling interests - - - 6 6 Equity as of June 30, 2014 7 473 81 7 554 175 7 729

A - 4 Notes

Note 1 - General Aker Solutions ASA (the company) is a company domiciled in Norway. For further details, reference is made to note 1 to the annual combined carve- out financial statements presented in this prospectus.

Note 2 - Basis for preparation The basis for preparation of these combined carve-out interim financial statements is described in note 2 to the annual combined carve-out financial statements presented in this prospectus. The same basis and accounting principles have been used for these interim statements.

These unaudited interim combined financial statements are prepared in accordance with International Financing Reporting Standards as adopted by the European Union ("IFRS") for interim reporting under International Accounting Standard IAS 34 Interim Financial Reporting. IFRS 10 Consolidated Financial Statements requires the parent company, Aker Solutions ASA, to directly or indirectly control its subsidiaries at the balance sheet date in order to prepare consolidated financial statements. Aker Solutions ASA will not obtain such control until on or about 29 September 2014.

The combined carve-out interim financial statements are condensed and do not include all of the information and footnotes required by IFRS for a complete set of financial statements. These interim combined carve-out financial statements should be read in conjunction with the annual combined carve-out financial statements for Aker Solutions ASA.

The unaudited combined carve-out interim financial statements reflect all adjustments, consisting only of normal, recurring adjustments that, in the opinion of the Aker Solutions management, are necessary for a fair presentation of the results of operations for the periods presented. Operating results for the three and six months ended 30 June 2014 are not necessarily indicative of the results that may be expected for any subsequent interim period or for the year ending 31 December 2014.

The functional currency of the entities within Aker Solutions is determined based on the nature of the economic environment in which it operates. The functional currency and presentation currency of Aker Solutions ASA is NOK.

Aker Solutions Holding ASA’s Board of Directors approved these combined carve-out interim financial statements on September 12, 2014.

New standards and interpretations not yet adopted - IFRS 9 Financial instruments becomes mandatory for the group’s 2018 consolidated financial statements. The new standard can change the classification and measurement of financial assets. The group does not plan to adopt this standard early and the extent of the impact has not been determined. - IFRS 15 Revenue Recognition was issued in May 2014. The standard is effective from January 2017 pending EU endorsement. The new standard is expected to impact Aker Solutions financial statements however the extent to which the standard will impact Aker Solutions revenue recognition as not yet been assessed.

Note 3 - Judgments, estimates and assumptions In applying the accounting policies, management makes judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. The estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revision to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

In preparing these interim combined carve-out financial statement, the significant judgments made by management in applying the group's accounting policies and the key sources of uncertainty in the estimates were consistent with those applied to the combined carve-out financial statements as at and for the period ended 31 December 2013.

Note 4 - Share capital and equity Aker Solutions ASA was founded 23 May 2014 with a nominal share capital. Aker Solutions ASA will as part of the adoption of the demerger plan, have a share capital of NOK 293 807 940 through the issuance of 272 044 389 shares each with a nominal value of NOK 1.08.

Earnings per share has been calculated based on 272 044 389 shares outstanding for all periods presented.

A - 5 Note 5 - Related parties Related party relationships are those involving control (either direct or indirect), joint control or significant influence. Related parties are in a position to enter into transactions with the company that would not be undertaken between unrelated parties. For further information about Related parties, see note 8 in the annual combined carve-out financial statements presented in this prospectus.

For the purposes of these condensed interim carve-out financial statements it is assumed that Aker Solutions is controlled by Aker ASA and that Aker Solutions and Akastor are separate entities.

The largest shareholder of Akastor, Aker Kvaerner Holding AS, is controlled by Aker ASA (70 percent) which in turn is controlled by Kjell Inge Røkke. Aker ASA also controls 6 percent of the shares in Akastor directly. All entities which Kjell Inge Røkke controls are considered related parties to Aker Solutions and his family through TRG Holding AS and The Resource Group AS. These entities are referred to as Aker entites in this note. Kvaerner is considered to be a related party of Aker Solutions and is included in Aker entities.

Aker Solutions believes that all transactions with related parties have been based on arm's length terms. Below is a summary of transactions and loan balances between Aker Solutions Group and it's related parties.

2014 Three months ended 30 June Six months ended 30 June Aker Akastor Akastor Amounts in NOK million entities entities 1 Total Aker entities entities 1 Total

Income statement Operating revenues 501 91 592 1 108 152 1 260 Operating costs (34) (1 152) (1 186) (58) (2 275) (2 333) Net financial items - 3 3 - 5 5

Balance sheet 30 June Trade receivables 494 138 632 Trade payables (56) (319) (375)

2013 Three months ended 30 June Year-to-date 30 June Aker Akastor Akastor Amounts in NOK million entities entities 1 Total Aker entities entities 1 Total

Income statement Operating revenues 424 74 498 839 121 960 Operating costs (103) (1 215) (1 318) (164) (2 330) (2 494) Net financial items - 2 2 - 3 3

Balance sheet 30 June Trade receivables 338 187 525 Interest-bearing receivables - 92 92 Trade payables (13) (453) (466)

1) Aker Solutions is both an acquirer and a supplier of goods and services to Akastor. Ordinary business operations with Akastor normally include sub-contracting and hire of personnel. In addition to ordinary business operations, services have been purchased from Akastor (shared services, recruitment and supply of technical and project administrative personnel, insurances services, property leases).

Note 6 - Property, plant and equipment

Material changes in property, plant and equipment during 2014:

Amounts in NOK Total Balance as of January 1, 2014 3 072 Additions 302 Depreciation (236) Disposal and scrapping (8) Currency translation differences 51 Balance as of June 30, 2014 3 181

As of June 30, 2014, Aker Solutions had entered into contractual commitments of approximately NOK 210 mill for the acquisitions of plant and equipments related to new Subsea plant under construction in Brazil.

A - 6 Note 7 - Intangible assets

Material changes in intangible assets during 2014:

Other intangible Amounts in NOK Goodwill assets Total Balance as of January 1, 2014 3 777 1 303 5 080 Capitalized developement - 235 235 Amortization - (45) (45) Currency translation differences 51 10 61 Balance as of June 30, 2014 3 828 1 503 5 331

Note 8 - Operating segment Aker Solutions is an oil service company with two reporting segments representing the strategic business units of the group; Subsea and Field Design. "Other" includes unallocated corporate costs in addition to the business area “Newbuild Topside” which is no longer a strategic business area for Aker Solutions after that type of business was spun off to Kværner in 2011.

Six months ended 30 June 2014 Total Field operating Intra-group Amounts in NOK million Subsea Design segments Other elimination Total

Income statement Total external revenue and other income 8 716 6 731 15 447 36 - 15 483 Inter-segment revenue 4 79 83 16 (99) - Total operating revenue and other income 8 720 6 810 15 530 52 (99) 15 483 - Operating profit before depreciation, amortization and impairment 881 401 1 282 (72) - 1 210 Operating profit 656 364 1 020 (90) - 930

Assets Total segment assets 16 724 5 530 22 254 29 (120) 22 163 Total non segment assets 4 591 Total assets 26 754

Liabilities Total segment liabilities 10 302 3 811 14 113 (119) (120) 13 874 Total non segment liabilities 5 151 Total liabilities 19 025

Three months ended 30 June 2014 Total Field operating Intra-group Amounts in NOK million Subsea Design segments Other elimination Total

Income statement Total external revenue and other income 4 659 3 364 8 023 23 - 8 046 Inter-segment revenue 1 43 44 8 (52) - Total operating revenue and other income 4 660 3 407 8 067 31 (52) 8 046 - Operating profit before depreciation, amortization and impairment 519 143 662 (75) - 587 Operating profit 404 128 532 (84) - 448

A - 7 Six months ended 30 June 2013 Total Field operating Intra-group Amounts in NOK million Subsea Design segments Other elimination Total

Income statement Total external revenue and other income 7 905 5 994 13 899 872 - 14 771 Inter-segment revenue - 189 189 - (189) - Total operating revenue and other income 7 905 6 183 14 088 872 (189) 14 771

Operating profit before depreciation, amortization and impairment 577 481 1 058 (131) - 927 Operating profit 416 438 854 (135) - 719

Assets Total segment assets 14 301 5 603 19 904 293 (158) 20 039 Total non segment assets 3 359 Total assets 23 398

Liabilities Total segment liabilities 7 751 3 706 11 457 30 (158) 11 329 Total non segment liabilities 4 702 Total liabilities 16 031

Three months ended 30 June 2013 Total Field operating Intra-group Amounts in NOK million Subsea Design segments Other elimination Total

Income statement Total external revenue and other income 4 109 3 088 7 197 245 - 7 442 Inter-segment revenue 1 94 95 - (95) - Total operating revenue and other income 4 110 3 182 7 292 245 (95) 7 442 - Operating profit before depreciation, amortization and impairment 318 244 562 (123) - 439 Operating profit 233 223 456 (126) - 330

Note 9 - Current operating assets and liabilities

Current operating assets Amounts in NOK million June 30, 2014

Inventories 779 Trade receivables 4 484 Amounts due from customers for construction work 3 041 Advances to suppliers 468 Accured operating revenues 1 813 Other receivables 3 059 Total 13 644

Current operating liabilities Amounts in NOK million June 30, 2014

Trade payables 1 858 Amounts due to customers for construction work, including advances 4 837 Provisions 709 Accrued operating expenses and other liabilities 5 882 Total 13 286

A - 8 Note 10 - Fair values of financial instruments

The items remeasured to fair value at June 30, 2014 are the same items as shown in note 26 to the annual combined carve-out financial statements, and are included with the following estimated fair values at June 30, 2014:

Derivative contracts – assets (included in balance sheet line item Current operating assets): NOK 350 million Derivative contracts – liabilities (included in balance sheet line item Current operating liabilities): NOK 279 million Deferred consideration – liabilities (included in balance sheet line item Other non-current liabilities): NOK 19 million

No further information is provided in these interim financial statements on fair values of financial instruments due to materiality considerations.

Note 11 - Subsequent events

Refinancing of debt At July 3, 2014, Aker Solutions entered into a credit facility in the amount of NOK 4,000 million which will be utilised in connection with consummation of the Demerger to repay debt to the Akastor Group, to cover fluctuations in working capital and to facilitate future growth.

Operating lease agreement On August 12 2014, Aker Solutions agreed to lease a new office complex in Aberdeen for 20 years. The premises are expected to be ready for use in the second quarter of 2015. Aker Solutions will lease the buildings from the property developer Abstract (Cornwall) Ltd (ACL) for a total amount rent of GBP 7,74 million over 20 years. The first 12 months of the lease are rent-free. Aker Solutions also has options to extend the lease for three five-year periods, with the rent subject to open market review. ACL is a subsidiary of Aker ASA.

Restructuring of the MMO business Following the recent slowdown in the maintenance, modification and operations market on the Norwegian Continental Shelf, it became clear in August and September that the MMO business had to further reduce its capacity. About 300-320 engineers will be transferred or offered a transfer to the recruitment agency Aker Advantage (a personnel company within the Akastor Group), in addition to the about 120 transferred employees already included in the June accounts. The consideration to Advantage related to the additional downsizing is estimated to be NOK 75 million.

A - 9 A - 10

Aker Solutions group Full-Year Combined Carve-Out Financial Statements

2011-2013

1 A - 11

Aker Solutions group Full-Year Combined Carve-Out Financial Statements

Combined carve -out income statement 1.1 - 31.12 Combined carve-out statement of comprehensive income 1.1 - 31.12 Combined carve-out balance sheet as of 31 December Combined carve-out statement of changes in equity 1.1 - 31.12 Combined carve-out statement of cash flow 1.1 - 31.12

Note 1 General information Note 2 Basis of preparation Note 3 Accounting principles Note 4 Accounting estimates and judgements Note 5 Capital management Note 6 Financial risk management and exposures Note 7 Business combinations and acquisitions of subsidiaries Note 8 Related parties Note 9 Operating segments Note 10 Salaries, wages and social security costs Note 11 Operating leases Note 12 Other operating expenses Note 13 Finance income and expense Note 14 Tax Note 15 Trade and other receivables Note 16 Construction contracts Note 17 Inventories Note 18 Trade and other payables Note 19 Provisions Note 20 Derivative financial instruments Note 21 Property, plant and equipment Note 22 Intangible assets Note 23 Borrowings Note 24 Cash and cash equivalents Note 25 Employee benefits - pension Note 26 Financial instruments Note 27 Earnings per share Note 28 Aker Solutions entities, businesses, assets and liabilities Note 29 Reserves Note 30 Subsequent events

2 A - 12

Aker Solutions group Combined carve-out income statement For the year ended December 31

Amounts in NOK million Note 2013 2012 2011

Operating revenue 29 119 28 345 22 081 Other income 6 28 2 Total revenue and other income 9 29 125 28 373 22 083

Materials, goods and services (13 736) (14 163) (11 123) Salaries, wages and social security costs 10 (9 775) (8 023) (6 966) Other operating expenses 12 (3 452) (3 939) (2 985) Operating expenses before depreciation, amortization and impairment (26 963) (26 125) (21 074) Operating profit before depreciation, amortization and impairment 2 162 2 248 1 009

Depreciation, amortization and impairment 21, 22 (499) (357) (301) Operating profit 1 663 1 891 708

Finance income 13 53 59 170 Finance expenses 13 (236) (215) (159) Profit (loss) on foreign currency forward contracts 13 180 (11) 24 Profit before tax 1 660 1 724 743

Income tax expense 14 (397) (479) (253) Profit for the period 1 263 1 245 490

Profit for the period attributable to: Equity holders of the parent company 1 256 1 235 456 Non-controlling interests 7 10 34 Profit for the period 1 263 1 245 490

Earnings per share (NOK) 27 4.62 4.54 1.68

3 A - 13

Aker Solutions group Combined carve-out statement of comprehensive income For the year ended December 31

Amounts in NOK million Note 2013 2012 2011

Profit for the period 1 263 1 245 490

Other comprehensive income

Items that may be reclassified subsequently to profit or loss: Cash flow hedges, effective portion of changes in fair value 510 117 (372) Cash flow hedges, reclassification to income statement (138) (169) 441 Cash flow hedges, deferred tax (97) 18 (20) Sum cash flow hedges, net of tax 275 (35) 50 Translation differences - foreign operations 412 (262) (19) Total 687 (297) 31

Items that will not be reclassified to profit or loss: Remeasurements of defined benefit pension plans 25 (22) 101 (220) Remeasurements of defined benefit pension plans, deferred tax 6 (28) 62 Total (16) 73 (158) Other comprehensive income, net of tax 671 (224) (127) Total comprehensive income for the period, net of tax 1 934 1 021 363

Attributable to: Equity holders of the parent company 1 932 1 027 354 Non-controlling interests 2 (6) 9 Total comprehensive income for the period 1 934 1 021 363

4 A - 14 Aker Solutions group Combined carve-out balance sheet

• Dec 31, Dec 31, Dec 31, Amounts in NOK mil/ion Note 2013 2012 2011

Assets Non-current assets Property, plant and equipment 21 3072 2365 1894 Deferred tax assets 14 444 350 290 Intangible assets 22 5080 3833 3427 Other investments 17 11 11 Total non-current assets 8613 6559 5622

Current assets Current tax assets 14 136 111 82 Inventories 17 588 612 498 Trade and other receivables 15 10504 8919 7033 Trade and other receivables related parties 8 537 403 206 Derivative financial instruments 20 698 96 266 Current interest-bearing receivables related parties 8 106 97 138 Non interest-bearing receivables related parties 129 286 69 Cash and cash equivalents 24 4463 3155 3267 Total current assets 17161 13679 11559 Total assets 25774 20238 17181

Equity and liabilities Equity Contributed equity and retained earnings 6087 4874 6409 Other reserves 226 (450) (242) Total egui~ attributable to the parent 6313 4424 6167 Non-controllin9 interests 156 154 166 Total equity 6469 4578 6333

Non-current liab ilities Non-current borrowings 23 3533 3063 747 Employee benefits obligations 25 524 520 640 Deferred tax liabilities 14 1203 1 033 742 Other non-current liabilities 75 75 60 Total non-current liabilities 5335 4691 2189

Current liabilities Current tax liabilities 14 25 35 21 Current borrowings 23 14 644 505 Provisions 19 582 416 330 Trade and other payables 18 10375 8202 6779 Trade and other payables related parties 8 601 494 257. Derivative financial instruments 20 502 86 227 Non interest-bearinf;l liabilities related parties 1 871 1092 540 Total current liabilities 13970 10969 8659 Total liabilities 19305 15660 10848 Total liabilities and equi~ 25774 20238 17181

Fornebu, September 12, 2014 ~ _. ._, . Interim Board of Directors of Aker Solutions ASA /.-j -;«: / ~:./ ~~ C\-v,~n " // v?~ r:-: , __ ._;3Z-z/C___: "fli I I fj) V-V\Cd{ Svein Oskar Stoknes (Chairman)

AxeiRal1angGUSt;";;n (Director) 5

A - 15

Aker Solutions group Combined carve-out statement of changes in equity For the year ended December 31

Contributed equity and Currency Total equity Non- retained Hedging translation attributable controlling Total Amounts in NOK million earnings reserve1 Pension reserve1 to parent interests equity

Equity as of January 1, 2011 7 110 (52) 170 (258) 6 970 184 7 154

2011 Profit for the period 456 456 34 490 Other comprehensive income - 50 (158) 6 (102) (25) (127) Total comprehensive income 456 50 (158) 6 354 9 363

Transactions with equity holders Changes in parent's investment2 (686) - - - (686) (686) Group contributions and dividends (471) - - - (471) (6) (477) Change in non-controlling interest - - - - - (21) (21) Total transactions with equity holders (1 157) (1 157) (27) (1 184) Equity as of December 31, 2011 6 409 (2) 12 (252) 6 167 166 6 333

2012 Profit for the period 1 235 - - - 1 235 10 1 245 Other comprehensive income - (35) 73 (246) (208) (16) (224) Total comprehensive income 1 235 (35) 73 (246) 1 027 (6) 1 021

Transactions with equity holders Changes in parent's investment2 (1 963) - - - (1 963) - (1 963) Group contributions and dividends (807) - - - (807) (6) (813) Total transactions with equity holders (2 770) (2 770) (6) (2 776) Equity as of December 31, 2012 4 874 (37) 85 (498) 4 424 154 4 578

2013 Profit for the period 1 256 - - - 1 256 7 1 263 Other comprehensive income - 275 (16) 417 676 (5) 671 Total comprehensive income 1 256 275 (16) 417 1 932 2 1 934

Transactions with equity holders Changes in parent's investment2 1 698 - - - 1 698 - 1 698 Group contributions and dividends (1 741) (1 741) (1 741) Total transactions with equity holders (43) (43) - (43) Equity as of December 31, 2013 6 087 238 69 (81) 6 313 156 6 469

1) See note 29 Reserves for further information about reserves. 2) Carve-out adjustments recognized during the period reflect a contribution betw een Akastor and the Aker Solutions Group w hich are not settled and generate intercompany positions betw een the companies. These positions are recognized in equity as contributions to and from the parent and are presented as changes in parent’s investment. See note 2 Basis of preparation for further information about carve-out adjustments.

6 A - 16

Aker Solutions group Combined carve-out statement of cash flow For the year ended December 31

Amounts in NOK million Note 2013 2012 2011

Cash flow from operating activities Profit for the period 1 263 1 245 490

Adjustments for: Income tax expense 397 479 253 Net interest cost 183 156 (11) (Profit) loss on foreign currency forward contracts 13 (180) 11 (24) Depreciation, amortization and impairment 21, 22 499 357 301 Profit (loss) from equity-accounted investees (4) - - (Profit) loss on disposals and non-cash effects - (21) - Total adjustments 2 158 2 227 1 009

Changes in operating assets and liabilities 865 (660) (309) Cash generated from operating activities 3 023 1 567 700

Interest paid (256) (129) (79) Interest received 84 78 154 Income taxes paid (192) (102) (172) Net cash from operating activities 2 659 1 414 603

Cash flow from investing activities Acquisition of subsidiaries, net of cash acquired 7 (619) (65) (165) Acquisition of property, plant and equipment 21 (996) (915) (388) Payments for capitalized development 22 (498) (354) (76) Proceeds from sale of property, plant and equipment 1 22 3 Proceeds from disposal of equity-accounted investees 4 - - Payment related to increase in interest-bearing receivables (2) (15) - Net cash from investing activities (2 110) (1 327) (626)

Cash flow from financing activities Proceeds from borrowings 531 2 666 - Repayment of borrowings (667) - (2) Dividends paid to non-controlling interests - (6) (6) Group contribution and dividends from (to) parent (806) (471) 134 Net contribution from (to) parent1 1 665 (2 325) (1 025) Net cash from financing activities 723 (136) (899) Effect of exchange rate changes on cash and bank deposits 36 (63) (83) Net increase (decrease) in cash and bank deposits 1 308 (112) (1 005)

Cash and cash equivalents at the beginning of the period 3 155 3 267 4 272 Cash and cash equivalents at the end of the period 24 4 463 3 155 3 267

1) Net contribution from (to) parent reflects carve-out allocations in the period, of w hich assets and liabilities have been contributed from Akastor and w here no settlement in cash has been made for these contributed assets and liabilities. Reference is made to Note 2 Basis for preparation in the combined carve-out financial statements for further description of carve-out adjustments.

7 A - 17

Note 1 General information

Aker Solutions Holding ASA (the Company) is a Norwegian limited liability company formed on 23 May 2014 to own and manage certain businesses and assets that have historically been owned by Akastor ASA (formerly Aker Solutions ASA). The group formerly known as Aker Solutions ASA has been subject to a major restructuring and has been renamed Akastor ASA.

The (new) Aker Solutions will be demerged from Akastor and will be listed on or about 26 September 2014. These combined carve-out financial statements comprise the businesses which will be demerged from Akastor ASA and include the ownership interests, assets and liabilities that will collectively form the (new) Aker Solutions ASA Group (“Aker Solutions” or “the Group”).

Aker Solutions is an oil service company providing subsea technologies and field design services including engineering, modification, maintenance and decommissioning services. The group will employ about 20 000 people including hired-ins with engineering, fabrication and project management competence. Aker Solutions will have operations in 40 locations in 19 countries world-wide, with head office in Fornebu, Norway.

Note 2 Basis of preparation

Statement of compliance These combined carve-out financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board as adopted by the European Union (IFRS (EU)) for the periods presented.

IFRS 1 First-time Adoption of International Financial Reporting Standards (IFRS 1) has been applied. The date of transition was 1 January 2011. The adoption of IFRS 1 has had no impact on the financial position, financial performance and cash flows of the group, as it formed part of the greater Akastor ASA group which already applied IFRS (EU). Therefore, no reconciliations to previous financial statements or effects of implementation are relevant.

The group did not present financial statements for previous periods.

Aker Solutions Holding ASA’s Board of Directors approved these combined carve-out financial statements on September 12, 2014.

Principles of Combination and Allocation Aker Solutions believes that the preparation of combined carve-out financial statements is useful to financial statement users in assessing the historical results of Aker Solutions’ businesses which were historically controlled by Akastor ASA (formerly Aker Solutions ASA). While the preparation of combined carve-out financial statements may produce similar results as if Aker Solutions’ businesses had been consolidated for all periods presented, IFRS does not explicitly provide for the preparation of combined carve-out financial statements.

The historical results of operations, financial position, and cash flows of Aker Solutions may not be indicative of what they would have been had Aker Solutions been a separate independent stand-alone entity. The historical results as described above may not be indicative of what Aker Solutions’ results of operations, financial position and cash flows may be in the future.

The re-organisation of ownership interests, assets and liabilities under common control is outside the scope of IFRS 3 Business Combinations. Since IFRS (EU) does not provide specific guidance, accounting policies have been established by Aker Solutions to account for such transactions at their historical carrying amounts as if the re- organisation occurred at the beginning of the earliest period presented.

The Aker Solutions combined carve-out group consists of ownership interests, assets and liabilities that have historically been under common control of Akastor ASA for all periods presented.

Note 28 Aker Solutions Entities, Businesses, Assets and Liabilities to the combined carve-out financial statements (“combined carve-out financial statements”) of Aker Solutions sets out in detail the ownership interests, assets and liabilities which have been included in the Group.

8 A - 18

The preparation of financial statements in conformity with IFRS (EU) requires the use of certain accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the combined carve-out financial statements are discussed and described below.

The combined carve-out financial statements are presented in Norwegian Kroner (“NOK”).

Combination principles

Legal entities majority owned by Aker Solutions The combined carve-out financial statements include entities which were historically majority owned by Akastor. These legal entities fall into two categories 1) those that belong entirely to the business activities of Aker Solutions and will be transferred in their current form to Aker Solutions. In this case the assets, liabilities, results of operations and non-controlling interests of these entities are included in their entirety in these combined-carve out financial statements and 2) those entities that will be transferred to Aker Solutions but have been adjusted to exclude assets and liabilities related to Akastor’s businesses and accordingly, only the assets, liabilities, results of operations and non-controlling interests of the businesses transferred to Aker Solutions are included in these combined carve-out financial statements.

Other ownership interests In some instances Aker Solutions owns less than 50 per cent of the shares in a legal entity which it has the power to control. In these cases the assets, liabilities, results of operations and non-controlling interests are reflected in the combined carve-out financial statements. These entities are listed as subsidiaries in Note 28 Aker Solutions Entities, Businesses, Assets and Liabilities.

Assets, liabilities and results of operations held in legal entities not owned by Aker Solutions Adjustments have been made in preparing these combined carve-out financial statements to include the assets, liabilities and results of operations which relate to the business of Aker Solutions but are part of a legal entity that will become a part of Akastor.

Joint arrangements, associates and other investments owned by Aker Solutions Aker Solutions holds certain investments in joint arrangements, associates and other investments. These entities are not deemed significant to the combined carve-out financial statements of Aker Solutions. The joint arrangements, associates and other investments included in the combined carve-out financial statements are listed in note 28 Aker Solutions Entities, Businesses, Assets and Liabilities. Joint ventures and associates are included using the equity method of accounting. Other investments are included at fair value. There are no joint operations.

See Note 28 Aker Solutions Entities, Businesses, Assets and Liabilities for further information on the entities, assets and liabilities included in the combined carve-out financial statements.

Contributed equity and changes in parent’s investment The business reflected in the combined carve-out financial statements has not, as per the reporting date, formed a group controlled by a separate legal entity and therefore it is not meaningful to present share capital or an analysis of changes in share capital between periods. However, within the combined carve-out statement of changes in equity, the group has presented “Contributed equity and retained earnings” which includes an analysis of the net equity impact of transactions with the parent including group contributions, dividends between group companies and carve- out allocations made in preparing the combined carve-out financial statements.

Total equity as at 1 January 2011 is equal to the combined carve-out net assets contributed by Akastor to the Aker Solutions Group at this date. Total equity comprises ‘Contributed equity and retained earnings’ and other reserves.

Group contributions and dividends made between entities in Akastor and entities in the Aker Solutions Group during the periods presented are reflected in ‘Contributed equity and retained earnings’ within total equity.

Allocations in preparing the combined carve-out financial statements are not settled and do not result in an intercompany balance between Akastor and Aker Solutions. Accordingly, such allocations are reflected in the combined carve-out statement of changes in equity as contributions or distributions between Akastor and Aker Solutions and are recognized within changes in equity as contributions to and from the parent and are presented as ‘Changes in parent’s investment’.

Similarly, the combined carve-out statement of cash flow reflects the cash flows from such net equity transactions within “Net contribution from (to) Parent.”

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Carve out allocations

Significant principles that were used to prepare the combined carve-out financial statements for the Aker Solutions group and key allocations made in the preparation were the following:

Corporate and other shared costs The combined carve-out financial statements include Aker Solutions’ direct expenses as well as allocations arising from certain shared expenses including office facilities, and management fees covering costs related to corporate services provided centrally, such as tax, legal, treasury, compliance, business development, insurance, staffing, risk management, IT support and corporate accounting services.

Allocations are made based upon an appropriate allocation method depending upon the nature of the costs. Headcount, square meters and revenues are some of the variables used to perform such allocations.

Aker Solutions believes that while the basis for allocating such costs is reasonable, the amounts may not be representative of the costs necessary for Aker Solutions to operate as a separate stand-alone entity.

Cash and intercompany borrowings Cash balances and loans and receivables formally held with Akastor’s Treasury have been reallocated to Aker Solutions Treasury. Internal loans and receivables and corresponding interest related to items allocated to Aker Solutions Treasury are eliminated. Cash and cash equivalents represent cash balances held by Aker Solutions businesses and are included in the combined carve-out financial statements. Cash and loans and receivables which were jointly held by Aker Solutions and Akastor businesses have been allocated based on legal ownership.

External borrowings External borrowings in Aker Solutions includes external borrowing in Brazil as well as two bond loans with Norsk Tillitsmann, and these borrowings are included in the combined carve-out financial statements. Financial items from group finance arrangements have been allocated based on capital employed.

Hedge accounting Akastor has a policy which requires its subsidiaries to hedge any foreign currency exposure centrally with its treasury department. Historically, the effects of certain hedge accounting transactions at group level have not been allocated back to its individual businesses.

For the purpose of presenting the combined carve-out financial statements, the effects of all hedging transactions related to Aker Solutions have been allocated to Aker Solutions based on the allocation of the hedging object.

Pension costs All Norwegian employees participate in a defined benefit plan or a defined contribution plan. For the defined benefit plans, the service cost that has previously been recognized are included within these combined carve-out financial statements and allocated based on employee hours incurred.

The pension liabilities and pension assets associated with Aker Solutions employees (including retired plan members) are included within these combined carve-out financial statements. Pension liabilities and other employee accruals have been allocated based on calculated amounts in Q2 2014 and have been allocated on a pro-rata basis for 2013, 2012 and 2011.

Income taxes The provision for income taxes has been computed from Akastor’ consolidated financial statements including allocations and eliminations deemed necessary by management as though the Aker Solutions legal entities and business file their own tax returns using the “separate return method”.

Certain Aker Solutions legal entities and business units do not file separate tax returns but rather are included in the income tax returns filed by Akastor and its subsidiaries in Norway and foreign jurisdictions. The provision for income taxes was impacted by Aker Solutions worldwide tax structure and strategies, which were designed to optimize an overall tax position and not necessarily that of the Aker Solutions’ businesses.

Under the separate return method, differences between tax expenses or benefits are calculated on a separate return basis, and cash paid or received by the legal entities, has been treated as a contribution to capital to the extent it is net paid or received by Aker Solutions entities. The income tax balance sheet for these legal entities has also been calculated on a separate return basis, reflecting the tax effect of the difference between the amounts recognized in the financial statements and the tax base of assets, liabilities and loss carry forwards that remain with Aker Solutions. Tax losses carried forward have been allocated based on the tax losses generated by the Aker Solutions businesses. In cases where the tax losses could not be directly linked to the Aker Solutions business, an allocation based on the fair

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value of the businesses has been applied. Tax losses carried forward no longer recoverable or available under Aker Solutions have been derecognized in the combined carve-out accounts. Internal transactions and contracts

Contracts between Aker Solutions and Akastor entities have generally been recognized in the combined carve-out financial statements as if they were contracts with unrelated parties on an arm’s length basis. Receivables and payables with Akastor as counterparty have been presented separately classified as due to/from related parties in the Combined carve-out balance Sheet. All intercompany transactions and balances between Aker Solutions group components have been eliminated in combination.

Property, plant and equipment and other intangibles Tangible and intangible assets are allocated based on the legal title as assumed in the demerger. The depreciation or amortization charge is apportioned on the basis of usage.

Goodwill Included within the combined carve-out financial statements is goodwill associated with cash generating units that are components of Aker Solutions. Goodwill has historically been monitored at the segment level for Akastor. For preparation of the combined carve-out financial statements, goodwill in operating segments which includes both Akastor and Aker Solutions businesses was allocated to Aker Solutions based upon their relative fair values as of 31 December 2013.

Business combinations Business combinations related to Aker Solutions businesses have been reflected in the combined carve-out accounts.

Reporting segments The reporting segments have been revised in the combined carve-out accounts to reflect the business areas and intended reporting structure in Aker Solutions.

Leasing Akastor owns several properties which will not be part of the Aker Solutions business and are therefore not reflected in the combined carve-out accounts, however Aker Solutions has entered into lease agreements for several of these properties with Akastor. The leasing costs and commitments related to these properties are reflected in the combined carve-out accounts. The lease commitment note for 2013 reflects the effects of the separation agreements which will be in place prior to the demerger transaction.

Earnings per share Earnings per share information has been presented reflecting the expected number of shares of Aker Solutions immediately prior to its anticipated public listing.

Standards and Interpretations adopted in 2011, 2012, 2013 and 2014 with retrospective effect

2011 No significant changes in accounting policies were implemented in 2011.

2012 In 2012 the group implemented change in accounting policy for pensions to be better aligned with the revised standard mandatory from 1 January 2013. Actuarial gains and losses are recognized in full in the period they occur, and changes in actuarial gains and losses are recognized in other comprehensive income. In addition, certain items of the pension expense have been reclassified from operating to financial items. The change was applied retrospectively, however the income statement for 2011 was not restated as the effect was considered insignificant.

2013 The group adopted the following new standards and amendments to standards, including any consequential amendments to other standards, with a date of initial application of January 1, 2013:

 IFRS 13 Fair value Measurement  IAS 19 Employee Benefits (2011)  IAS 1 Presentation of items in Other Comprehensive Income (OCI) – (Amendments to IAS 1)

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The nature and effects of the changes are explained below:

 IFRS 13 Fair value measurement IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS. IFRS 13 also requires additional disclosures.

Application of IFRS 13 has not materially impacted the fair value measurements of the group. Additional disclosures where required, are provided in the individual notes related to the assets and liabilities whose fair values were determined. Fair value hierarchy is provided in note 32 Financial instruments.

 IAS 19 Employee benefits (2011) The interest cost and expected return on plan assets used in the previous version of IAS 19 are replaced with a net- interest amount under IAS 19 (Revised 2011), which is calculated by applying the discount rate to the net defined benefit liability or asset at the start of each annual reporting period. Previously, the group determined interest income on plan assets based on their long-term rate of expected return.

The income statement for 2012 and 2011 has not been restated as the effect has been considered insignificant.

 IAS 1 Presentation of items in OCI The amendments to IAS 1 introduce a grouping of items presented in OCI. Items that will be reclassified to profit or loss at a future point in time have to be presented separately from items that will not be reclassified. The amendments affect presentation only and have no impact on the group’s financial position or performance. Comparative information has been re-presented accordingly.

2014 with retrospective effect  IFRS 10 Consolidated Financial Statements became mandatory for the group’s 2014 consolidated financial statements with retrospective effect for the combined carve-out accounts. Adoption of this IFRS did not have a significant effect on the combined carve-out financial statements. However Aker ASA’s revised assessment under IFRS 10 concluded that Aker has control over Kvaerner ASA and Aker Solutions ASA under the new standard. Following this change, Kvaerner is reported as a related party of Aker Solutions as of 2014 with retrospective effect in the combined carve-out accounts.  IFRS 11 Joint Arrangements became mandatory for the group’s 2014 consolidated financial statements with retrospective effect for the combined carve-out accounts. The new standard did not have a significant effect on the combined carve-out financial statements of the group.  IFRS 12 Disclosure of Interests in Other Entities became mandatory for the group’s 2014 consolidated financial statements. The new standard did not have a significant effect on the combined carve-out financial statement of the group.

Note 3 Accounting principles

Summary of significant accounting policies The principal accounting policies applied in the preparation of these combined carve-out financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of combination Business combinations Business combinations are accounted for using the acquisition method as of the acquisition date, which is the date of which control is transferred to the group. Control is the power to direct relevant activities which significantly affect the investors return. In assessing control, the group takes into consideration potential voting rights that are currently substantive.

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The group measures goodwill at the acquisition date as:  The fair value of the consideration transferred, plus  the recognised amount of any non-controlling interests in the acquiree, plus  if the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree, less  the net recognised amount (generally at fair value) of the identifiable assets acquired and liabilities assumed.

When the excess is negative, a bargain purchase gain is recognised immediately in the income statement.

Transaction costs, other than those associated with the issue of debt or equity securities incurred in connection with a business combination are expensed as incurred.

Any contingent consideration payable is measured at fair value at the acquisition date. Changes in the fair value of the contingent consideration from acquisition of a subsidiary or non-controlling interest will be recognized in Other income as gains or losses.

When the group has entered into put options with non-controlling shareholders on their shares in that subsidiary, the anticipated acquisition method is used. The agreement is accounted for as if the put option had already been exercised. If the put option expires unexercised, then the liability is derecognised and the non-controlling interest is recognised.

Acquisitions of non-controlling interests Acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognised as a result. Adjustments to non-controlling interests arising from transactions that do not involve the loss of control are based on a proportionate amount of the net assets of the subsidiary.

Subsidiaries Entities which are designated as being part of the Aker Solutions business and which are currently controlled by Akastor have been fully combined for all periods presented for the purposes of these financial statements.

Control exists when the company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The company has power over an investee when the company has existing rights that give it the current ability to direct the relevant activities, i.e. the activities that significantly affect the investee’s returns. Voting rights, including those that are exercisable or convertible, contractual agreements and other rights are taken into account when assessing control. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Loss of control On the loss of control, the group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in the income statement. If the group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date control is lost. Subsequently it is accounted for as an equity-accounted investee or as an available for sale financial asset depending on the level of influence retained.

Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised gains and losses or income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with associates and jointly controlled entities are eliminated to the extent of the group’s interest in the entity. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

Foreign currency Foreign currency transactions and balances Transactions in foreign currencies are translated at the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to the functional currency at the exchange rate on that date. Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary assets and liabilities measured in terms of historical cost in a foreign currency are translated

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using the exchange rate on the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to the functional currency at the exchange rates on the date the fair value was determined.

Investments in foreign operations Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates. The results and financial position of all the group entities that have a functional currency different from the group’s presentation currency are translated into the presentation currency as follows:  Assets and liabilities, including goodwill and fair value adjustments, for each balance sheet presented are translated at the closing rate on the date of that balance sheet.  Income and expenses for each income statement are translated at average exchange rates for the year, calculated on the basis of 12 monthly rates.

Exchange differences arising from the translation of the net investment in foreign operations, and of related hedges, are included in comprehensive income as a translation reserve. These translation differences are reclassified to the income statement upon disposal of the related operations or when settlement is likely to occur in the near future.

Exchange differences arising on a non-current monetary item where settlement in the near future is not probable forms part of the net investment in that entity. Such exchange differences are recognised in comprehensive income.

Financial assets and liabilities Financial assets and liabilities in the group consist of trade and other receivables, interest-bearing receivables, cash and cash equivalents, trade and other payables and interest-bearing borrowings.

Trade and other receivables Trade receivables are recognised at the original invoiced amount, less an allowance made for doubtful receivables. Other receivables are recognised initially at fair value. Trade and other receivables are valued at amortized cost using the effective interest rate method. The interest rate element is disregarded if insignificant, which is the case for the majority of the group’s trade receivables.

Non-current interest-bearing receivables Interest bearing receivables include loans to related parties with fixed or determinable payments that are not quoted in an active market. Such financial assets are recognised initially at fair value and subsequent measurement at amortized cost using the effective interest method, less any impairment losses.

Cash and cash equivalents Cash and cash equivalents include cash on hand, demand deposits held at banks and other short-term highly liquid investments with original maturity of three months or less.

Trade and other payables Trade payables are recognised at the original invoiced amount. Other payables are recognised initially at fair value. Trade and other payables are valued at amortized cost using the effective interest rate method. The interest rate element is disregarded if it is insignificant, which is the case for the majority of the group’s trade payables.

Interest-bearing borrowings Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortized cost with any difference between cost and redemption value being recognised in the income statement over the period of the borrowings on an effective interest basis.

Derivative financial instruments The group uses derivative financial instruments such as currency forward contracts, currency options and interest rate swaps to hedge its exposure to foreign exchange and interest rate risks arising from operational, financial and investment activities. The group also has embedded foreign exchange derivatives which have been separated from their ordinary commercial contracts. Derivative financial instruments are recognised initially at fair value. Derivatives are subsequently measured at fair value, and changes in fair value are accounted for as described below.

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Cash flow hedges Hedging of the exposure to variability in cash flows that is attributable to a particular risk or a highly probable future cash flow is defined as a cash flow hedge. The effective portion of changes in the fair value is recognised in other comprehensive income as a hedge reserve. The gain or loss relating to the ineffective portion of derivative hedging instruments is recognised immediately in the income statement within Finance income and expense. Amounts accumulated in hedge reserves are reclassified to the income statement in the periods when the hedged item is recognised in the income statement.

Hedge accounting is discontinued when the group revokes the hedging relationship, or when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Any cumulative gain or loss deferred in comprehensive income as a hedge reserve at that time remains in the hedge reserve and is recognised in income statement when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was deferred in the hedge reserve is recognised immediately in the income statement.

Embedded derivatives An embedded derivative is any contract embedded in a host contract which meets the definition of a derivative. Under certain conditions the embedded derivative must be separated from its host contract and the derivative is then to be recognised and measured as any other derivative in the financial statements. Normally, this is when settlement for a commercial contract is denominated in a currency different from any of the major contract parties’ own functional currency. Changes in the fair value of separated embedded derivatives are recognised immediately in the income statement. All foreign currency exposure is hedged, so the hedging instrument to the embedded derivative will also have corresponding opposite fair value changes in the income statement.

Financial income and expense Financial income and expense includes interest income and expense on financial assets and liabilities, foreign exchange gains and losses, dividend income and gains and losses on derivatives. Interest income and expenses includes calculated interest using the effective interest method, in addition to discounting effects from assets and liabilities measured at fair value. Gains and losses on derivatives include effects from derivatives that do not qualify for hedge accounting and embedded derivatives, in addition to the ineffective portion of qualifying hedges.

Offsetting financial instruments Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

Revenue recognition Construction contracts Construction contract revenues are recognized using the percentage of completion method. Stage of completion is determined by the method that measures reliably the work performed. Depending on the nature of the contract, the two main methods used by Aker Solutions to assess stage of completion are:  Technical completion, or  contract costs incurred to date compared to estimated total contract costs.

When the final outcome of a contract cannot be reliably estimated, contract revenue is recognized only to the extent of costs incurred that are expected to be recoverable. The revenue recognized in one period will be the revenues attributable to the period’s progress and the progress to date effect of any changes to the estimated final outcome. Losses on contracts are fully recognized when identified.

Contract revenues include variation orders and incentive bonuses when it is probable that they will result in revenue that can be measured reliably. Disputed amounts and claims are only recognised when negotiations have reached an advanced stage, customer acceptance is highly likely and the amounts can be measured reliably. Options for additional assets are included in the contract when exercised by the buyer. In the rare circumstances that the option is a loss contract, the full loss is recognised when it is probable that the options will be exercised.

See note 4 Accounting estimates and judgements for further description of recognition of construction contract revenue.

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Goods sold and services rendered Revenue from the sale of goods is recognised in the income statement when the significant risks and rewards of ownership have been transferred to the buyer, which is usually when goods are shipped to customers. Revenue from services rendered is recognised in the income statement in proportion to the stage of completion of the transaction at the balance sheet date or is invoiced based on hours performed at agreed rates. The stage of completion is normally assessed based on the proportion of costs incurred for work performed to date compared to the estimated total contract costs. No revenue is recognised if there is significant uncertainty regarding recovery of consideration due.

Lease income Other rental income from operating leases is recognised as revenue on a straight-line basis over the term of the relevant lease.

Other income Gains and losses resulting from acquisition and disposal of businesses which do not represent discontinued operations are included in Other income within operating profit. Such gains may result from the remeasurement of a previously held interest in the acquired entity. Changes in the fair value of the contingent consideration from acquisition of a subsidiary or non-controlling interest are recognised in Other income as gains or losses.

Share of profit from associated companies and jointly controlled operations, to the extent that these investments are related to the group’s operating activities, are included in Other income within operating profit, as well as gains and losses related to the sale of operating assets.

Expenses Construction contracts Contract costs include costs that relate directly to the specific contract and allocated costs that are attributable to general contract activity. Costs that cannot be attributed to contract activity are expensed. Bidding costs are capitalized when it is probable that the company will obtain the contract. All other bidding costs are expensed as incurred.

See note 4 Accounting estimates and judgements for further description of recognition of construction contract costs.

Lease payments Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. Any lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.

Share purchase programme for employees Aker Solutions employees participate in a share purchase programme whereby an employee can buy Akastor shares at a discount.

Prior year’s programmes also have an element of bonus shares, whereby an employee who is still employed by the group and still holds the shares in September one and a half years after the close of each annual savings programme, will receive one bonus share for each two shares bought under the programme. The discount the employees receive upon purchase of the shares is expensed as salary costs immediately. The value of the bonus shares is expensed over the vesting period based on the fair value of each award, adjusted for estimated forfeitures. At year end 2013 all such programmes with element of bonus shares have been terminated.

Income tax Income tax in the income statement for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity or in comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax payable also includes any tax liability arising from the declaration of dividends, recognised at the same time as the liability to pay the related dividend.

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Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting and the amounts used for taxation purposes. Deferred tax is not recognised for:  Goodwill not deductible for tax purposes  The initial recognition of assets or liabilities that affect neither accounting nor taxable profit  Differences relating to investments in subsidiaries to the extent that they will not reverse in the foreseeable future.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Construction work in progress Construction work in progress represents the aggregate amount of costs incurred and recognised profits, less the sum of recognised losses and progress billings. The presentation in the balance sheet of the construction work in progress depends on the financial status of the individual projects. All projects with net amounts due from customers are summarised in the balance sheet and presented as an asset, and all projects with net amounts due to customers are summarised and presented as a liability in the balance sheet. Advances are presented separately as such advances represent payments from customers in excess of the work performed.

Inventories Inventories are stated at the lower of cost or net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

The cost of inventories is based on the first-in first-out principle and includes expenditures incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of overheads based on normal operating capacity.

Impairment Trade and other receivables Provision is made when there is objective evidence that the group will be unable to recover balances in full. Balances are written off when the probability of recovery is assessed as being remote.

Other financial assets The recoverable amount of receivables carried at amortized cost are calculated as the present value of estimated future cash flows, discounted at the original effective interest rate (the effective interest rate computed at initial recognition of the financial assets). Impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a loss event) and that loss event has an impact on the estimated future cash flows of the financial assets that can be reliably estimated.

Non-financial assets The carrying amounts of the group’s assets, other than employee benefit assets, inventories and deferred tax assets are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If an indication of impairment exists, the asset’s recoverable amount is estimated. Cash-generating units (CGU) containing goodwill, assets that have an indefinite useful life and intangible assets that are not yet available for use are tested for impairment annually.

The recoverable amount is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not

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generate largely independent cash inflows, the recoverable amount is determined for the CGU to which the asset belongs.

An impairment loss is recognised whenever the carrying amount of an asset or its CGU exceeds its recoverable amount. Impairment losses are recognised in the income statement.

An impairment loss recognised in respect of CGU is allocated first to goodwill and then to the other assets in the unit (group of units) on a pro rata basis.

An impairment loss on goodwill is not reversed. An impairment loss on other assets is reversed if there has been a change in the estimates used to determine the recoverable amount, and the change can be objectively related to an event occurring after the impairment was recognised. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognised.

Provisions In general, a provision is recognised in the balance sheet when the group has a present obligation as a result of a past event that can be estimated reliably and it is probable that the group will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a market based pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the liability-specific risks.

Warranties A provision for warranties is recognised when the underlying products or services are sold where a warranty obligation exists. The provision is based on historical warranty data and a weighting of all possible outcomes against their associated probabilities.

Property, plant and equipment Owned assets Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. The cost of self-constructed assets includes the cost of materials, direct labour, the cost of interest on qualifying assets, production overheads and the estimated costs of dismantling and removing the assets and restoring the site on which they are located.

If components of property, plant and equipment have different useful lives, they are accounted for as separate components.

Aker Solutions has not entered into any lease arrangements which meet the criteria of a financial lease.

Subsequent costs The group capitalizes the cost of a replacement part or a component of property, plant and equipment when that cost is incurred if it is probable that the future economic benefits embodied with the item will flow to the group and the cost of the item can be measured reliably. All other costs are expensed as incurred.

Depreciation Depreciation is normally recognised on a straight-line basis over the estimated useful lives of property, plant and equipment. The production unit method is used for depreciation in limited circumstances when appropriate.

Intangible assets Goodwill Goodwill that arises on the acquisition of subsidiaries is presented with intangible assets. For the measurement of goodwill at initial recognition, see Business combinations.

Goodwill is measured at cost less accumulated impairment losses. In respect of equity-accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment, and any impairment loss is allocated to the carrying amount of the equity-accounted investee as a whole.

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When the group disposes of an operation within a CGU or group of CGUs to which goodwill has been allocated, a portion of the goodwill is included in the carrying amount of the operation when determining the gain or loss on disposal. The portion of the goodwill allocated is measured based on the relative values of the operation disposed of and the portion of the CGU retained at the date of partial disposal, unless it can be demonstrated that another method better reflects the goodwill associated with the operation disposed of. The same principle is used for allocation of goodwill when the group reorganises its businesses.

Research and development Expenditures on research activities undertaken with the prospect of obtaining new scientific or technical knowledge and understanding is recognised in the income statement as incurred.

Development activities involve a plan or design for the production of new or substantially improved products or processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the group intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalized include the cost of materials, direct labour overhead costs that are directly attributable to preparing the asset for it intended use and capitalized interest on qualifying assets. Other development expenditures are recognised in the income statement as an expense as incurred.

Capitalized development expenditure is measured at cost less accumulated amortization and accumulated impairment losses.

Other intangible assets Acquired intangible assets are stated at cost less accumulated amortization and impairment losses.

Subsequent expenditures Subsequent expenditures on capitalized intangible assets are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenditures are expensed as incurred.

Amortization Amortization is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Intangible assets are amortized from the date they are available for use.

Employee benefits Defined contribution plans Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement as incurred.

Defined benefit plans The group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods; discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. The discount rate is the yield at the balance sheet date on government bonds or high-quality corporate bonds with maturities consistent with the terms of the obligations.

Remeasurement of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in OCI. The group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in the income statement.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in the income statement. The group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

19 A - 29

Share-based payment transactions For cash-settled share-based payments, a liability equal to the portion of the goods or services received is recognised at the current fair value determined at each balance sheet date.

New standards and interpretations not yet adopted A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after January 1, 2014.:  IFRS 9 Financial instruments becomes mandatory for the group’s 2018 consolidated financial statements. The new standard can change the classification and measurement of financial assets. The group does not plan to adopt this standard early and the extent of the impact has not been determined.  IFRS 15 Revenue Recognition was issued in May 2014. The standard is effective from January 2017 pending EU endorsement. The new standard is expected to impact Aker Solutions financial statements however the extent to which the standard will impact Aker Solutions revenue recognition as not yet been assessed.

Note 4 Accounting estimates and judgements

Estimates and judgements are continually reviewed and are based on historical experiences and expectations of future events. The resulting accounting estimates will, by definition, seldom accurately match actual results, but are based on the best estimate at the time. Estimates and assumptions that have a significant risk of causing material adjustments to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Revenue recognition The percentage-of-completion method is used to account for construction contracts. This method requires estimates of the final revenue and costs of the contract, as well as measurement of progress achieved to date as a proportion of the total work to be performed.

The main uncertainty when assessing contract revenue is related to recoverable amounts from variation orders, claims and incentive payments which are recognized when, in the group’s judgement, it is probable that they will result in revenue and are measurable. This assessment is adjusted by management’s evaluation of liquidated damages to be imposed by customers typically relating to contractual delivery terms. In many projects there are frequent changes in scope of work resulting in a number of variation orders. Normally the contracts with customers include procedures for presentation of an agreement of variation orders. At any point in time, there will be unapproved variation orders and claims included in the project revenue where recovery is assessed as probable and other criteria are met. Even though management has extensive experience in assessing the outcome of such negotiations, uncertainties exist.

Remaining project costs depend on productivity factors and the cost of inputs. Weather conditions, the performance of subcontractors and others with an impact on schedules, commodity prices and currency rates can all affect cost estimates. Experience, systematic use of the project execution model and focus on core competencies reduce, but do not eliminate, the risk that estimates may change significantly. A risk contingency is included in project cost based on the risk register that is prepared for every project.

Progress measurement based on costs has an inherent risk related to the cost estimate as described above. In situations where cost is not seen to properly reflect actual progress, alternative measures such as hours or physical progress are used to achieve more precise revenue recognition. The estimation uncertainty during the early stages of a contract is mitigated by a policy of normally not recognizing revenue in excess of costs on large lump sum projects before the contract reaches 20 percent completion. However, management can on a project-by-project basis give approval of earlier recognition if cost estimates are certain, typically in situations of repeat projects, proven technology or proven execution model.

Warranties A provision is made for expected warranty expenditures. The warranty period is normally two years. Based on experience, the provision is often set at one percent of the contract value, but can also be a higher or lower amount following a specific evaluation of the actual circumstances for each contract. Both the general one percent provision and the evaluation of project specific circumstances are based on experience from earlier projects. Factors that could

20 A - 30

affect the estimated warranty cost include the group’s quality initiatives and project execution model. Reference is made to note 19 Provisions for further information about provisions for warranty expenditures on delivered projects.

Property, plant and equipment and intangible assets At every balance sheet date, the group considers whether there are indications of impairment on the book values of long-term assets. If such indications exist, a valuation is performed to assess whether or not the asset should be written down for impairment. Such valuations will often have to be based on estimates of future results for a number of cash generating units. References are made to note 21 Property, plant and equipment and note 22 Intangible assets.

Goodwill In accordance with the stated accounting policy, the group tests annually whether goodwill has suffered any impairment or more frequently if impairment indicators are identified. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates and are consistent with the market valuation of the group. Further details about goodwill and impairment reviews are included in note 22 Intangible assets.

Income taxes The group is subject to income taxes in numerous jurisdictions. Significant judgement is required to determine the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Provisions for anticipated tax audit issues are based on estimates of eventual additional taxes.

Income tax expense is calculated based on reported income in the different legal entities. Deferred income tax expense is calculated based on the differences between the assets' carrying value for financial reporting purposes and their respective tax basis that are considered temporary in nature. The total amount of income tax expense and allocation between current and deferred income tax requires management's interpretation of complex tax laws and regulations in the many tax jurisdictions where Aker Solutions operates.

Recognition of deferred tax assets is dependent on management's assessment of future recoverability of the deferred benefit. Expected recoverability may result from expected taxable income in the near future, planned transactions or planned tax optimising measures. Economic conditions may change and lead to a different conclusion regarding recoverability, and such change may affect the results for each future reporting period.

Tax authorities in different jurisdictions may challenge calculation of taxes payable from prior periods. Such processes may lead to changes to prior periods' taxable income, resulting in changes to income tax expense in the period of change. During the period when tax authorities may challenge the taxable income, management is required to make estimates of the probability and size of possible tax adjustments. Such estimates may change as additional information becomes known. Further details about income taxes are included in note 14 Tax.

Pension benefits The present value of the pension obligations depends on a number of factors determined on the basis of actuarial assumptions. These assumptions include financial factors such as the discount rate, expected salary growth, inflation and return on assets as well as demographical factors concerning mortality, employee turnover, disability and early retirement. Assumptions about all these factors are based on the situation at the time the assessment is made. However, it is reasonably certain that such factors will change over the very long periods for which pension calculations are made. Any changes in these assumptions will affect the calculated pension obligations with immediate recognition in other comprehensive income. Further information about the pension obligations and the assumptions used are included in note 25 Employee benefits - pension.

Legal claims Given the scope of the group’s worldwide operations, group companies are inevitably involved in legal disputes in the course of their activities.

Aker Solutions enters into partnership arrangements and other agreements as part of the business operations. Liabilities may arise whereby Aker Solutions becomes liable for both its own obligations and those of its partner. These circumstances could also lead to disputes and litigation with the partners or customers, any of which could have a material adverse effect on the reputation, business, results of operations and financial condition of the New

21 A - 31

Aker Solutions Group. Aker Solutions may also be liable for legal disputes related to such arrangements held by Akastor due to the terms and conditions of certain separation agreements.

Provisions have been made to cover the expected outcome of the disputes in so far as negative outcomes are likely and reliable estimates can be made. However, the final outcome of these cases will always be subject to uncertainties, and resulting liabilities may exceed recorded provisions.

Note 5 Capital management

Capital management The objective of Aker Solutions' capital management policy is to maximize value creation for its shareholder through: - Investing in projects and business areas which will increase the company’s Return On Capital Employed (ROCE) over time. - Optimizing the company’s capital structure to ensure both sufficient and timely funding over time to finance its activities at the lowest cost.

To do so, Aker Solutions operates via a long term strategy in most of its business areas which is also in line with the business nature of the offshore industry with most of its contracts lasting up to 5 years.

Investment policy Aker Solutions’ capital management is based on a rigorous investment selection process which considers not only Aker Solutions’ weighted average cost of capital and strategic orientation but also external factors such as market expectations and extrinsic risk factors. This selection process is coupled with a centralized approval process for all capital expenditures to be incurred by the group or one of its foreign operations.

Funding policy Liquidity planning Aker Solutions has a strong focus on its liquidity situation in order to meet its working capital needs short term and to ensure solvency for its financial obligations long term. As per end of 2013, this liquidity reserve amounted to NOK 4.5 billion (NOK 3.2 billion in 2012 and NOK 3.3 billion in 2011) and was mainly composed of deposits on group bank accounts. In parallel, Aker Solutions has invested significant internal resources to improve and strengthen its cash flow reporting- and forecasting system.

At July 3, 2014, Aker Solutions entered into a credit facility in the amount of NOK 4,000 million which will be utilised in connection with consummation of the Demerger to repay debt to the Akastor Group, to cover fluctuations in working capital and to facilitate future growth.

The financing arrangements with the Brazilian Development Bank EXIM (BNDES) for the financing of the Brazilian operations is entered into in respect of New Aker Solutions and is therefore intended to follow the Aker Solutions Group. However, this is still subject to final agreement with BNDES. The Group is also currently in negotiations with BNDES regarding further financing of its SUB businesses in Brazil.

Upon the completion of the Demerger on or about 26 September 2014, Aker Solutions will settle a demerger consideration in cash in the amount of NOK 3 billion to Akastor in order to achieve the targeted capital structure for the two companies.

Funding of operations Aker Solutions’ group funding policy implies that all operations shall meet their funding needs directly via Corporate Treasury. This ensures optimal availability and transfer of cash within the group, better control of the company’s overall debt and as well as cheaper funding for its operations.

Funding duration Aker Solutions emphasizes financial flexibility and steers its capital structure accordingly to ensure a balance between liquidity risk and refinancing risk. In this perspective, loans and other external borrowings are to be renegotiated well in advance of their due date and the average term to maturity for existing loans is to be at a minimum of two years.

Funding cost Aker Solutions aims to have a diversified selection of funding sources in order to reach the lowest possible cost of capital. 22 A - 32

As per end of 2013, the interest-bearing debt of Aker Solutions was 29 percent from bank debt and 71 percent from bonds issued on the Norwegian market.

The group monitors capital on the basis of a gearing ratio (gross debt/Operating profit before depreciation, amortization and impairment) and interest cover ratio (Operating profit before depreciation, amortization and impairment/net financial costs). The ratios are calculated from gross debt, including all interest-bearing liabilities as shown in note 26 Financial instruments, Operating profit before depreciation, amortization and impairment adjusted for certain items as defined in the loan agreement) and financial costs. The reported ratios have been within the requirements in the loan agreements during the last three years.

Note 6 Financial risk management and exposures

Financial risks The group is exposed to a variety of financial risks: currency risk, interest rate risk, price risk, credit risk, liquidity risk and capital risk. The market risks affect the group's income or the value of financial instruments held. The objective of financial risk management is to manage and control financial risk exposures and thereby increase the predictability of earnings and minimize potential adverse effects on the group’s financial performance. Aker Solutions group uses financial derivative instruments to hedge certain risk exposures and aims to apply hedge accounting whenever possible in order to reduce the volatility resulting from the periodic mark-to-market revaluation of financial instruments in the income statement.

During the historical periods presented in these combined carve-out financial statements, risk management activities have been carried out by Akastor Treasury department on the group's behalf. The following information describes risk management practises of Akastor. Akastor's approach to risk management includes identifying, evaluating and managing risk in all activities using a top-down approach with the purpose of avoiding sub-optimization and utilising correlations observed from a group perspective.

Risk management is performed in every project. It is the responsibility of the project managers, in cooperation with the central treasury department (Corporate Treasury), to identify, evaluate and hedge financial risks under policies approved by the Board of Directors. The group has well-established principles for overall risk management, as well as policies for the use of derivatives and financial investments. There has not been any changes in these policies during the period 2011-2013.

Currency risk The group operates internationally and is exposed to currency risk on commercial transactions, recognized assets and liabilities and net investments in foreign operations. Commercial transactions and recognized assets and liabilities are subject to currency risk when payments are denominated in a currency other than the respective functional currency of the group company. The group's exposure to currency risk is primarily to USD, EUR and GBP but also several other currencies.

The Aker Solutions policy requires business units to mitigate currency exposure in any project. Corporate Treasury manages internal exposures by entering into forward contracts or currency options with the financial market place. The Aker Solutions group has a large number of contracts involving foreign currency exposures and the currency risk policy has been well-established for many years.

For segment reporting purposes, each business unit designates all currency hedge contracts with Corporate Treasury as cash flow hedge, fair value hedge, net investment hedge or as an embedded derivative. External foreign exchange contracts are designated at group level as hedges of currency risk on a gross basis. More than 80 percent of the value either qualify for hedge accounting or are embedded derivatives. Non-qualifying hedges are adjusted at group level and included in the "unallocated" part of the segment reporting. See note 20 Derivative financial instruments for information regarding the accounting treatment of hedging and embedded derivatives.

Currency exposure from investments in foreign currencies are only hedged when specifically instructed by management. The group has no active net investment hedges.

Exposure to currency risk Estimated forecasted receipts and payments in the table below are calculated based on the group's hedge transactions through the Corporate Treasury department. These are considered to be the best estimate of the currency exposure. The net exposure is managed by the Corporate Treasury department that is allowed to hold positions within an approved trading mandate. This mandate is closely monitored and reported on a daily basis to management.

23 A - 33

2013

Amounts in million USD EUR GBP

Intercompany loans 75 - 24 Balance sheet exposure 75 - 24 Estimated forecast receipts from customers 1 253 102 154 Estimated forecast payments to vendors (332) (232) (332) Cash flow exposure 921 (130) (178) Forward exchange contracts (992) 128 158 Net exposure 4 (2) 4

2012

Amounts in million USD EUR GBP

Intercompany loans 57 - 23 Balance sheet exposure 57 - 23 Estimated forecast receipts from customers 475 132 155 Estimated forecast payments to vendors (251) (152) (171) Cash flow exposure 224 (20) (16) Forward exchange contracts (281) 20 (10) Net exposure - - (3)

2011

Amounts in million USD EUR GBP

Intercompany loans 43 - 17 Balance sheet exposure 43 - 17 Estimated forecast receipts from customers 474 194 184 Estimated forecast payments to vendors (249) (226) (189) Cash flow exposure 225 (32) (5) Forward exchange contracts (270) 32 - Net exposure (2) - 12

Sensitivity analysis A weakening of EUR, USD and GBP against all other currencies as of 31 December would have affected the measurement of financial instruments denominated in a foreign currency and increased (decreased) equity and income statement by the amounts shown below. This analysis is based on foreign currency exchange rate variances that the group considered to be reasonably possible at the end of the reporting period. The analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

2013 2012 2011 Profit Profit Equity Profit Equity (loss) Equity (loss) Increase (loss) Increase before Increase Amounts in NOK million before tax (decrease) before tax (decrease) tax (decrease)

USD (10 percent weakening of NOK) (397) (688) (108) (105) (355) (339) EUR (10 percent weakening of NOK) 386 427 113 113 108 111 GBP (10 percent weakening of NOK) (3) 115 34 42 41 41

A 10 percent strengthening of the NOK against the above currencies at 31 December would have had the equal but opposite effect on the above amounts, on the basis that all other variables remain constant. The sensitivity analysis does not include effects on the consolidated result and equity from changed exchange rates used for consolidation of foreign subsidiaries.

The primary currency-related risk is the risk of reduced competitiveness abroad in the case of a strengthened NOK. This risk relates to future commercial contracts and is not included in the sensitivity analysis above. 24 A - 34

Interest rate risk The group’s interest rate risk arises from external and related party borrowings issued at variable rates.

As the group has no significant interest-bearing operating assets, operating income and operating cash flows are substantially independent of changes in market interest rates.

An increase of 100 basis points in interest rates would have increased (decreased) equity and profit and loss by the amounts shown on the table below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.

Effect of increase of 100 basis points in interest rates 2013 2012 2011 Profit Profit Equity1 Profit Equity1 (loss) Equity1 (loss) Increase (loss) Increase before Increase Amounts in NOK million before tax (decrease) before tax (decrease) tax (decrease)

Cash and cash equivalents 31 - 30 - 30 - Interest rate swap 20 84 6 88 - - Current interest-bearing receivables - - 1 1 Borrowings (25) - (5) - (1) - Cash flow sensitivity (net) 26 84 32 88 30 -

1) Not including tax effect on hedge reserve or effects to equity that follow directly from the effects to profit and loss.

A decrease of 100 basis points in interest rates during 2013 would have had the equal but opposite effect on the above amounts, on the basis that all other variables remain constant.

Guarantee obligations The group has provided the following guarantees on behalf of wholly owned subsidiaries as of 31 December (all obligations are per date of issue): - Non-financial parent company guarantees related to project performance on behalf of group companies: NOK 38.1 billion (NOK 29.7 billion in 2012 and NOK 25.9 billion in 2011). - Financial guarantees including counter guarantees for bank/surety bonds and guarantees for pension obligations to employees: NOK 3.8 billion (NOK 2.7 billion in 2012 and NOK 3.1 billion in 2011).

Price risk The group is exposed to fluctuations in market prices both in the investment portfolio and in the operating businesses related to individual contracts.

The businesses may be exposed to changes in market price for raw materials, equipment and development in wages. This is managed in the bid process by locking in committed prices from vendors as basis for offers to customers or through escalation clauses with customers.

25 A - 35

Credit risk Credit risk is the risk of financial losses to the group if customer or counterparty to financial investments/instruments fail to meet contractual obligations, and arise principally from investment securities and receivables. Investment securities and derivatives are only traded against approved banks. All approved banks are participants in the Aker Solutions loan syndicate and have investment grade ratings. Credit risk related to investment securities and derivatives is therefore considered to be insignificant.

Assessment of credit risk related to customers and subcontractors is an important requirement in the bid phase and throughout the contract period. Such assessments are based on credit ratings, income statement and balance sheet reviews and using credit assessment tools available (e.g. Dun & Bradstreet and Credit Watch). Sales to customers are settled in cash.

Based on estimates of incurred losses in respect of trade and other receivables, the group establishes a provision for impairment losses. Provision for loss on debtors are based on individual assessments. Provisions for loss on receivables were NOK 46 million in 2013 (NOK 46 million in 2012 and NOK 14 million in 2011). Revenues are mainly related to large and long-term projects closely followed up in terms of payments up front and in accordance with agreed milestones. Normally, lack of payments are due to disagreements related to project deliveries and are solved together with the client or escalated to the local authority. The customers are mainly large and highly reputable oil companies with a low credit risk, which reduces the credit risk significantly. Based on the above the group's credit risk is considered to be insignificant.

At the balance sheet date, there were no significant concentrations of credit risk. The maximum exposure to credit risk at the reporting date equals the book value of each category of financial assets, see carrying amounts in note 26 Financial instruments. The group does not hold collateral as security.

Liquidity risk Liquidity risk is the risk that the group will encounter difficulty in meeting the obligations associated with its financial liabilities. The group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity reserves to meet its liabilities when due.

Prudent liquidity risk management includes maintaining sufficient cash, the availability of funding from an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, Corporate Treasury maintains flexibility in funding by maintaining availability under committed credit lines, see note 23 Borrowings.

Management monitors rolling weekly and monthly forecasts of the group’s liquidity reserve on the basis of expected cash flow. For information regarding capital expenditures and net operating assets, see note 9 Operating segments.

26 A - 36

Financial liabilities and the period in which they mature

2013 Total undiscou Book nted cash 6 months 6-12 2-5 More than Amounts in NOK million Note value flow1 and less months 1-2 years years 5 years

Borrowings 23 (3 547) (4 328) (125) (108) (725) (2 325) (1 045) Net derivative financial instruments 20 196 196 29 80 147 (57) (3) Trade and other payables 8, 18 (10 976) (10 976) (9 330) (1 646) - - - Total liabilities (14 327) (15 108) (9 426) (1 674) (578) (2 382) (1 048)

Financial guarantees (3 840) (600) (69) (578) (1 601) (993)

2012 Total undiscou Book nted cash 6 months 6-12 2-5 More than Amounts in NOK million Note value flow1 and less months 1-2 years years 5 years

Borrowings 23 (3 707) (4 675) (755) (101) (201) (2 508) (1 110) Net derivative financial instruments 20 10 10 56 (6) (1) (34) (5) Trade and other payables 8, 18 (8 696) (8 696) (7 392) (1 304) - - - Total liabilities (12 393) (13 361) (8 091) (1 411) (202) (2 542) (1 115)

Financial guarantees (2 689) (424) (150) (322) (1 734) (59)

2011 Total undiscou Book nted cash 6 months 6-12 2-5 More than Amounts in NOK million Note value flow1 and less months 1-2 years years 5 years

Borrowings 23 (1 252) (1 322) (28) (526) (768) - - Net derivative financial instruments 20 39 36 105 (15) (36) (7) (11) Trade and other payables 8, 18 (7 036) (7 036) (5 981) (1 055) - - - Total liabilities (8 249) (8 322) (5 904) (1 596) (804) (7) (11)

Financial guarantees (3 115) (1 714) (215) (321) (863) (3)

1) Nominal currency value including interest.

The group policy for the purpose of optimizing availability and flexibility of cash within the group is to operate centrally managed cash pooling arrangements. Such arrangements are either organized with a bank as a service provider, or as a part of the operation of Corporate Treasury. An important condition for the participants (business units) in such cash pooling arrangements is that the group as an owner of such pools is financially viable and is able to prove its capability to service its obligations concerning repayment of any net deposits made by business units.

27 A - 37

Note 7 Business combinations and acquisitions of subsidiaries

Business combinations in 2011

Ingeniør Harald Benestad AS and Phaze Technologies AS On 27 July 2011, Aker Solutions acquired 70 percent of the shares and voting rights of the Norwegian companies Ing. Harald Benestad AS and Phaze Technologies AS (Benestad). The acquired companies are leading suppliers of controls and power distribution products and advanced instruments for subsea applications and have technological expertise which will significantly broaden and deepen Aker Solutions' competence base. The acquired business is part of the Subsea business area.

NOK 175 million cash was paid to the selling shareholders at the acquisition date. Aker Solutions has included a liability of NOK 71 million as deferred consideration for the outstanding 30 percent of the shares, payable over the period 2012-2016. The consideration represents the fair value at the acquisition date. Transaction costs related to the acquisition of NOK 3 million have been recognized in Other operating expenses in the income statement.

Goodwill resulting from the transaction is mainly attributable to expected synergies and the value of the assembled workforce.

Values at time of acquisition

Amounts in NOK million 2011

Property, plant and equipment 20 Intangible assets 39 Current operating assets 19 Cash and cash equivalents 10 Deferred tax liabilities (16) Current operating liabilities (14) Net assets acquired at fair value 58 Goodwill 188 Fair value acquired 246

Total consideration 246 Deferred and contingent consideration (71) Cash paid as of 31 December 2011 175 Cash and cash equivalents acquired 10 Net cash paid 165

Operating revenue in acquired subsidiaries after acquisition 31 Profit for the period in acquired subsidiaries after acquisition 3

If the acquisition had taken place at the beginning of the 2011, operating revenue in the group would have been increased by NOK 43 million and net profit would have been increased by NOK 4 million.

28 A - 38

Business combinations in 2012

Aker Solutions made several smaller investments in 2012 summarised in the table below.

Acquisition Name of acquired business date Ownership1 Employees Country Aker Clean Carbon AS (from 50% to 100%) 19 March 100 % 33 Norway Subsea Holding AS 10 August 100 % 25 Norway Thrum Energy Inc. 20 November 100 % 7 Canada AKCS Offshore Partner (from 40% to 100%) 31 December 100 % 48 Canada

1) Acquired 100 percent in 2012 unless otherw ise stated.

Aker Solutions acquired the remaining 50 percent of Aker Clean Carbon AS from Aker Capital AS. Aker Solutions has over the years developed a portfolio of products that can be used in the CO2 value-chain, and Aker Clean Carbon AS was acquired to be integrated in a broader CO2 development in Aker Solutions. The fair value of the equity interest immediately before the business combination was zero, same as book value.

Two companies in North America was acquired to strengthen the company's position in this market, Thrum Energy Inc (asset integrity management) and AKCS Offshore Partner (maintenance, modification and operations services). For AKCS Offshore Partner, Aker Solutions increased its ownership from 40 percent to 100 percent. The fair value of the partnership interest immediately before the business combination was NOK 5 million, same as book value.

Values at time of acquisition for all business combinations

Amounts in NOK million 2012

Property, plant and equipment 32 Intangible assets 42 Deferred tax assets 96 Current operating assets 91 Cash and cash equivalents 26 Deferred tax liabilities (7) Current operating liabilities (201) Non-current liabilities (20) Net assets acquired at fair value 59 Goodwill 60 Bargain purchase1 (20) Fair value acquired 99

Total consideration 99 Deferred and contingent consideration (23) Cash paid as of 31 December 2012 76 Cash and cash equivalents acquired 26 Net cash paid 50 1) The bargain purchase is mainly related to previous unrecognized deferred tax assets that could be utilised within the group. The bargain purchase is recognized in Other income.

Operating revenue in acquired subsidiaries after acquisition 186 Profit for the period in acquired subsidiaries after acquisition 56

If the acquisition had taken place at the beginning of the 2012, operating revenue in the group would have been increased by NOK 131 million and net profit would have been increased by NOK 12 million.

29 A - 39

Summary of net cash flow for acquisition of subsidiaries in 2012

Amounts in NOK million Total Net cash paid for business combinations in 2012 50 Deferred considerations paid related to acquisitions made prior years 15 Acquisition of subsidiaries, net of cash acquired 65

Goodwill resulting from the transactions is mainly attributable to the value of the assembled workforce and expected synergies.

Business combinations in 2013

Enovate Systems Ltd On February 26, 2013, Aker Solutions entered into an agreement to allow it to aquire 100 percent of the shares and voting rights of Enovate Systems Ltd, a leading technology company within subsea well control equipment. The company has cooperated with Aker Solutions for several years, specifically within the subsea and the oilfield services and marine assets business area. The company has 62 employees. The aquired business is included in Subsea business area. GBP 71.4 million was paid in consideration for the shares, subject to closing adjustments.

Values at time of acquisition

Amounts in NOK million 2013

Property, plant and equipment 15 Intangible assets 131 Current operating assets 39 Cash and cash equivalents 27 Deferred tax liabilities (25) Current operating liabilities (45) Non-current liabilities (7) Net assets acquired at fair value 135 Goodwill 503 Fair value acquired 638

Total consideration 638 Contingent consideration (earn-out) (11) Net cash consideration 627 Cash and cash equivalents acquired 27 Net cash outflow 600

Operating revenue in acquired subsidiaries after acquisition 73 Profit for the period in acquired subsidiaries after acquisition (21)

If the acquisition had taken place at the beginning of the 2013, operating revenue in the group would have been increased by NOK 16 million and net profit would have been decreased by NOK 5 million.

Summary of net cash flow for acquisition of subsidiaries in 2013

Amounts in NOK million Total Net cash paid for business combinations in 2013 600 Deferred considerations paid related to acquisitions made prior years 19 Acquisition of subsidiaries, net of cash acquired 619

30 A - 40

Note 8 Related parties

Related party relationships are those involving control (either direct or indirect), joint control or significant influence. Related parties are in a position to enter into transactions with the company that would not be undertaken between unrelated parties. All transactions in the Aker Solutions group with related parties have been based on arm's length terms.

For the purposes of the combined carve-out financial statements it is assumed that Aker Solutions is controlled by Aker ASA and that Aker Solutions and Akastor are separate entities.

The largest shareholder of Akastor, Aker Kvaerner Holding AS, is controlled by Aker ASA (70 percent) which in turn is controlled by Kjell Inge Røkke. Aker ASA also controls 6 percent of the shares in Akastor directly. All entities which Kjell Inge Røkke controls are considered related parties to Aker Solutions and his family through TRG Holding AS and The Resource Group AS. These entities are referred to as Aker entites in this note.

Kvaerner is considered to be a related party of Aker Solutions and is included in Aker entities. However, for the first six months in 2011 Kvaerner was part of Akastor and transactions between the parties are included in Akastor figures below.

Below is a summary of transactions and loan balances between Aker Solutions Group and it's related parties.

Summary of transactions and balances with related parties

2013 Akastor Amounts in NOK million Aker entities entities Total

Income statement Operating revenues 1 850 167 2 017 Operating costs (254) (4 286) (4 540) Net financial items - 8 8

Balance sheet Trade receivables 397 140 537 Group contribution and dividends, receivable - 129 129 Interest-bearing receivables - 106 106 Trade payables (33) (568) (601) Group contribution and dividends, payable - (1 871) (1 871)

31 A - 41

2012 Akastor Amounts in NOK million Aker entities entities Total

Income statement Operating revenues 1 105 151 1 256 Operating costs (446) (3 817) (4 263) Net financial items - 8 8

Balance sheet Trade receivables 323 80 403 Group contribution and dividends, receivable - 286 286 Interest-bearing receivables - 88 88 Trade payables (48) (446) (494) Group contribution and dividends, payable - (1 092) (1 092)

2011 Joint Akastor Amounts in NOK million Aker entities ventures entities Total

Income statement Operating revenues 270 12 193 475 Operating costs (243) - (2 646) (2 889) Net financial items 1 - 10 11

Balance sheet Trade receivables 114 3 89 206 Provision for bad debts (1) - - (1) Group contribution and dividends, receivable - - 69 69 Interest-bearing receivables - - 134 134 Trade payables (82) - (175) (257) Group contribution and dividends, payable - - (540) (540)

Below is description of the most significant related party transactions and balances in 2011, 2012 and 2013.

Related party transactions with Akastor

Aker Solutions is both an acquirer and a supplier of goods and services to Akastor. Ordinary business operations with Akastor normally include sub-contracting and hire of personnel. In addition to ordinary business operations, the services listed below have been purchased from Akastor. The cost for these services is included in Operating expenses in the table above, and amounts to NOK 3,8 billion in 2013, NOK 3,4 billion in 2012 and NOK 2,4 billion in 2011. Pricing models vary between types of services, however Aker Solutions believes that all models are based on arms-length terms.

Type of service: - Shared services (IT, HR, facility mangement, finance and accounting services) - Recruitment and supply of technical and project administrative personnel - Insurance services - Property lease

Aker Solutions cash pool arrangement For the DnB cash pool, the sub account holders are jointly and severally liable as guarantors, guaranteeing all obligations under the cash pool agreement and overdraft facility.

32 A - 42

Related party transactions with Aker Intellectual Property Holding AS Aker Solutions has an agreement with Intellectual Property Holding which holds all rights, titles and interests in and to registered trademarks and domain names containing "Aker". According to the agreement, Aker Solutions has acquired the right to use the "Aker" name in combination with "Solutions".

Kvaerner Aker Solutions delivers both services and products to Kvaerner. Aker Solutions provides engineering, technical procurement and other related services as sub-contractor to Kvaerner. Further, Aker Solutions provides fabrication of modules as a sub-contractor to large oil installations delivered by Kvaerner. Skilled personnel has been hired out both ways between Aker Solutions and Kværner, especially within offshore trades in high activity periods. Aker Solutions has also used Kværner as sub-contractor for minor pre-fabrications.

Det norske oljeselskap ASA Aker Solutions has entered into agreements with Det norske oljeselskap for the development projects Jette and Ivar Aasen. The deliveries were to a large extent completed by the end of 2012 and 2013 respectively. The amounts included in Operating revenue in the table above relates to 100 percent of contract revenue. Det norske oljeselskap share of the licenses are 70 and 35 percent respectively.

Aker ASA Aker Solutions Inc which is a subsidiary of Aker Solutions, is sponsoring employers of the US pension plan Kvaerner Consolidated Retirement Plan. The principal sponsor for the plan is Kvaerner U.S. Inc, a subsidiary of TH Global plc. Aker has provided a guarantee to the plan in the event that Aker Solutions becomes liable for more than one third of the underfunded element of the plan.

Aker Capital AS Aker Solutions agreed in March 2012 to increase the ownership in Aker Clean Carbon to 100 percent, by taking over Aker Capital AS' stake of 50 percent. Aker Capital is a wholly-owned subsidiary of Aker ASA. The transaction includes a cash element of NOK 0 (zero) at the time of the takeover, and an agreement between the parties, by which the acquirer will pay an amount to the seller, based on earnings from new technology agreements within the coming 10 years.

The seller's entitlement to financial compensation has been capped at the amount equal to Aker ASA's total investment in Aker Clean Carbon, which is NOK 147 million, plus 12 percent p.a. Fair value of the consideration in the transaction is estimated to be NOK 0 (zero).

Other related parties Aker Pensjonskasse Aker Pensjonskasse was established by Aker ASA to manage the retirement plan for employees and retirees in Aker Solutions as well as related Aker companies. Aker Pensjonskasse has an equity capital of NOK 128 million, which represents 3.4 percent of the total capital as of December 2013. Aker Solutions will participate in any future contributions of equity capital to Aker Pensjonskasse proportionally to its share of the pension arrangements.

Aker Solution's pension arrangements represents approximately 33 percent of the total. Premium paid to Aker Pensjonskasse amounts to NOK 86 million in 2013 (NOK 86 million in 2012 and NOK 92 million in 2011).

33 A - 43

Note 9 Operating segments

Aker Solutions is an oil service company with two reporting segments representing the strategic business units of the group; Subsea and Field Design (in addition to the "other" segment). The business units are managed separately and offer different products and services to different market segments. The following summary describes the operations in each of Aker Solutions' reportable segments:

Field Design Field Design offers engineering services on greenfield developments and brownfield installations in addition to maintenance and modification services for existing installations.

The ENG business provides various engineering services on greenfield developments. The services includes feasibility studies, field planning, concept screening and selection, concept definition, project execution strategy, detailed engineering, procurement services and construction management assistance.

The MMO business provides various services on existing (brownfield) oil installations. The services range from front end engineering and design (FEED), technical studies, modification projects, maintenance services, Asset Integrity Management (AIM) services, hook-up services and decommissioning services.

The ENG and MMO business areas are organised separately and provide individual management reporting to the CEO. ENG and MMO are aggregated into the Field Design segment when determining operating segments due to similar risk factors, similar economic characteristics and similar production format (selling reimbursable manhours).

Subsea Subsea offerings cover all phases of the life of fields, from concept screening and design through manufacturing, installation and commissioning to operational support and maintenance services. The Umbilicals product line of New Aker Solutions provides cost effective and technically advanced subsea control umbilicals and power cable systems to the oil and gas industry world-wide.

Aker Solutions deliver both single subsea equipment and complete subsea systems.The hardware deliveries are organised as projects and include engineering, procurement and construction (EPC) and often also installation and commissioning. The subsea systems includes products like compression systems, subsea trees, control systems, workover systems, tie-in and connection systems, manifolds, umbilicals and power cables. The market for advanced and integrated subsea production system (the "Subsea Factory") is continiously developing and will combine hardware, subsea processing and the management of reservoir performance into a full field concept.

Lifecycle services on subsea installations includes maintenance, repairs and spares supply, operational and technical support, installation and commissioning services and conditions monitoring.

Other The other segment will include services sold externally from corporate functions in addition to the business area “Newbuild Topside” which is no longer a strategic business area for Aker Solutions.

34 A - 44

Measurement of segment performance This note has been prepared based on the intended reporting structure which will be implemented in Aker Solutions.

Operating segments are components of a business that are regularly reviewed by the chief operating decision makers to assess performance and be able to allocate resources. The group's CEO (chief executive officer) is considered to be the chief operating decision maker in Aker Solutions.

Segment performance is measured by EBIT (earnings before interest and taxes) as included in the internal management reports that are reviewed by the group's CEO. Segment profit, together with key financial information as described below, gives the CEO relevant information in evaluating the results of the operating segments and is relevant in evaluating the results of the segments relative to other entities operating within these industries. Inter- segment pricing is determined on an arm's length basis.

There are varying levels of integration between the business areas, which all deliver products and services to customers within the oil and gas industry globally and where the group's expertise and products can be exploited in interaction with each other.

The accounting policies of the reportable segments are the same as described in note 2 Basis of preparation and note 3 Accounting principles, except for hedge accounting. When contract revenues and contract costs are denominated in a foreign currency, the subsidiary hedges the exposure against Corporate Treasury and hedge accounting is applied independently of whether the hedge qualify for hedge accounting in accordance with IFRS. The correction of the non-qualifying hedges to secure that the consolidated financial statements are in accordance with IFRS is made as an adjustment at corporate level. This means that the group’s segment reporting reflect all hedges as qualifying even though they may not qualify in accordance with IFRS.

2013 Total Field operating Intra-group Amounts in NOK million Note Subsea Design segments Other elimination Total

Income statement Construction contracts 16 12 537 4 892 17 429 1 167 - 18 596 Services revenue 3 232 7 176 10 408 4 - 10 412 Products - 42 42 - - 42 Other - 63 63 12 - 75 Total external revenue and other income 15 769 12 173 27 942 1 183 - 29 125 Inter-segment revenue - 329 329 - (329) - Total operating revenue and other income 15 769 12 502 28 271 1 183 (329) 29 125

Operating profit before depreciation, amortization and impairment 1 398 959 2 357 (195) - 2 162 Depreciation and amortization 21, 22 (371) (104) (475) (10) - (485) Impairment 21, 22 (14) - (14) - - (14) Operating profit 1 013 855 1 868 (205) - 1 663 Profit (loss) from equity-accounted investees - (4) (4) - - (4)

35 A - 45

Assets Current operating assets 9 588 2 913 12 501 (27) (149) 12 325 Non-current operating assets 5 842 2 213 8 055 99 - 8 154 Equity-accounted investees - 1 1 - - 1 Operating assets 15 430 5 127 20 557 72 (149) 20 480 Tax-related assets 579 Other investments 14 Cash and interest-bearing receiveables 4 570 Non interest-bearing receiveables related parties 131 Total assets 25 774

Liabilities Current operating liabilities 8 975 3 273 12 248 (40) (149) 12 059 Non-current operating liabilities 101 383 484 41 - 525 Operating liabilities 9 076 3 656 12 732 1 (149) 12 584 Tax-related liabilites 1 228 Net interest bearing borrowings 3 547 Non interest-bearing liabilities related party 1 871 Other non-current liabilities 75 Total liabilities 19 305

Net current operating assets 613 (360) 253 14 - 267

Cash flow Cash flow from operating activities 2 100 837 2 937 (278) - 2 659 Acquisition of property, plant and equipment 21 (677) (302) (979) (17) - (996) Additions of other non-current assets (435) (63) (498) - - (498)

Order intake (unaudited) 28 691 15 982 44 673 20 (323) 44 370 Order backlog (unaudited) 23 518 17 530 41 048 83 (12) 41 119 Employees incl. contracts 8 866 10 831 19 697 154 19 851

2012 Total Field operating Intra-group Amounts in NOK million Note Subsea Design segments Other elimination Total

Income statement Construction contracts 16 12 090 4 583 16 673 2 318 - 18 991 Services revenue 2 439 6 801 9 240 3 - 9 243 Products 74 - 74 - - 74 Other 6 21 27 38 - 65 Total external revenue and other income 14 609 11 405 26 014 2 359 - 28 373 Inter-segment revenue - 467 467 - (467) - Total operating revenue and other income 14 609 11 872 26 481 2 359 (467) 28 373

Operating profit before depreciation, amortization and impairment 1 098 1 227 2 325 (77) - 2 248 Depreciation and amortization 21, 22 (270) (68) (338) (4) - (342) Impairment 21, 22 (15) - (15) (15) Operating profit 813 1 159 1 972 (81) - 1 891

36 A - 46

Assets Current operating assets 6 995 2 890 9 885 286 (142) 10 029 Non-current operating assets 4 236 1 892 6 128 70 - 6 198 Equity-accounted investees - 1 1 - - 1 Operating assets 11 231 4 783 16 014 356 (142) 16 228 Tax-related assets 461 Other investments 11 Cash and interest-bearing receiveables 3 252 Non interest-bearing receiveables related parties 286 Total assets 20 238

Liabilities Current operating liabilities 5 822 3 353 9 175 165 (142) 9 198 Non-current operating liabilities 104 379 483 36 - 519 Operating liabilities 5 926 3 732 9 658 201 (142) 9 717 Tax-related liabilites 1 067 Net interest bearing borrowings 3 708 Non interest-bearing liabilities related party 1 093 Other non-current liabilities 75 Total liabilities 15 660

Net current operating assets 1 172 (462) 710 121 - 831

Cash flow Cash flow from operating activities 676 912 1 588 (174) - 1 414 Acquisition of property, plant and equipment 21 (649) (238) (887) (28) - (915) Additions of other non-current assets (323) (31) (354) - - (354)

Order intake (unaudited) 11 409 14 351 25 760 675 (487) 25 948 Order backlog (unaudited) 10 879 13 757 24 636 1 245 (18) 25 863 Employees incl. contracts 7 853 11 444 19 297 5 - 19 302

2011 Total Field operating Intra-group Amounts in NOK million Note Subsea Design segments Other elimination Total

Income statement Construction contracts 16 8 103 4 622 12 725 764 - 13 489 Services revenue 2 290 6 077 8 367 2 - 8 369 Products 171 - 171 - - 171 Other 6 38 44 10 - 54 Total external revenue and other income 10 570 10 737 21 307 776 - 22 083 Inter-segment revenue 3 326 329 - (329) - Total operating revenue and other income 10 573 11 063 21 636 776 (329) 22 083

Operating profit before depreciation, amortization and impairment1 37 1 071 1 108 (99) - 1 009 Depreciation and amortization 21, 22 (236) (61) (297) (4) - (301) Operating profit1 (199) 1 010 811 (103) - 708 1) A non-recurring loss of NOK 600 million incurred in 2011 on SUB’s order backlog in Brazil. Delays in execution of several contracts in Brazil caused cost increases and liquidated damages resulted in the loss provision.

37 A - 47

Assets Current operating assets 5 618 2 388 8 006 53 (56) 8 003 Non-current operating assets 3 658 1 701 5 359 (38) 5 321 Equity-accounted investees - 1 1 - 1 Operating assets 9 276 4 090 13 366 15 (56) 13 325 Tax-related assets 370 Other investments 10 Cash and interest-bearing receiveables 3 406 Non interest-bearing receiveables related parties 70 Total assets 17 181

Liabilities Current operating liabilities 4 512 3 075 7 587 61 (56) 7 592 Non-current operating liabilities 55 262 317 323 640 Operating liabilities 4 567 3 337 7 904 384 (56) 8 232 Tax-related liabilites 763 Net interest bearing borrowings 1 253 Non interest-bearing liabilities related party 540 Other non-current liabilities 60 Total liabilities 10 848

Net current operating assets 1 106 (687) 419 (8) - 411

Cash flow Cash flow from operating activities (565) 1 244 679 (76) 603 Acquisition of property, plant and equipment 21 (335) (49) (384) (4) (388) Additions of other non-current assets (57) (19) (76) - (76)

Order intake (unaudited) 13 906 8 450 22 356 3 686 (616) 25 426 Order backlog (unaudited) 14 416 11 488 25 904 2 901 (220) 28 585 Employees incl. contracts 5 963 10 381 16 344 5 16 349

Major customers Revenue from one customer to all segments represents approximately NOK 10.4 billion (NOK 11.3 billion in 2012 and 6.9 billion in 2011) of the group's total revenue.

Geographical information Geographical revenue is presented on the basis of geographical location of customers. Non-current segment assets and capital expenditures are based on the geographical location of the assets. No single country has revenues or non-current assets higher than 10 percent of the group except Norway.

Operating revenue and Non-current assets Capital expenditure other income Amounts in NOK million 2013 2012 2011 2013 2012 2011 2013 2012 2011

Norway 19 166 20 005 14 432 3 916 4 349 2 824 374 447 95 Europe 2 306 2 267 2 445 2 336 1 162 1 114 280 147 80 North America 1 463 1 632 1 829 513 371 300 69 82 57 South America 1 700 1 015 781 559 (341) 439 114 82 102 Asia 1 843 2 000 1 380 781 645 603 145 142 47 Australia 586 593 661 38 - 20 13 15 6 Other 2 061 861 555 26 23 32 1 - 1 Total 29 125 28 373 22 083 8 169 6 209 5 332 996 915 388

38 A - 48

Note 10 Salaries, wages and social security costs

Amounts in NOK million Note 2013 2012 2011

Salaries and wages including holiday allowance 7 952 6 610 5 735 Social security tax/National insurance contribution 1 063 863 763 Pension cost 25 493 400 278 Other employee costs 267 150 190 Salaries, wages and social security costs 9 775 8 023 6 966

Share purchase programme for employees Aker Solutions' share purchase programme launched in 2011 offers the employees to purchase Aker Solutions shares for NOK 1 250 per month in 12 consecutive months at market price. The employee paid NOK 1 125, while the company contributed the remaining NOK 125. An employee who still worked for the company 2.5 years after the programme started, and did not sell or otherwise dispose of the shares purchased under the programme, received one bonus share for every two shares purchased.

Aker Solutions' share purchase programme in 2012 and 2013 gave each employee the opportunity to purchase shares of up to NOK 60 000 with a reduction of 25 percent in addition to NOK 1 500. To the extent possible under local law, the shares purchased by each employee were funded by a loan provided by the local employer company. The loan is repaid by salary deductions over a period of 12 months. To encourage a long-term commitment to the company, a three-year lock-up period was part of the arrangement.

Management (the executive chairman and 2-3 levels below) was also invited to take part in a separate management share program allowing eligible managers to purchase shares for an amount equal to 25 percent of their salary with a reduction of 25 percent on the share price.

Management and board of directors

The company’s proposed Board of Directors is as follows: Øyvind Eriksen Kjell Inge Røkke Anne Drinkwater Stuart Ferguson Koosum Kaylan

The members of the new board were not elected as of December 31, 2013.

The company’s executive management team is as follows: Luis Araujo CEO (also interim Head of HSE, Risk and Compliance) Svein Oskar Stoknes CFO Per Harald Kongelf Regional President of Norway David Currie Regional President of UK Erik Wiik Regional President of North America Alan Brunnen Head of Subsea Tore Sjursen Head of Maintenance, Modifications and Operations Valborg Lundegaard Head of Engineering Mark Riding Chief Strategic Marketing

IFRS requires disclosures in the aggregate of compensation for short-term employee benefits, post-employee benefits, other long term benefits, termination benefits and share-based benefits. None of these employees had key management roles in Aker Solutions group for the period presented. The terms and conditions of compensation arrangements for key management employees and directors for the new group were not in place as of December 31, 2013. Accordingly the disclosures above are not applicable for the periods presented.

39 A - 49

Note 11 Operating leases

Group as lessee

Total non-cancellable operating lease commitments

Amounts in NOK million 2013 2012 2011

Contracts due within one year 589 427 361 Contracts running from one to five years 2 336 1 536 1 298 Contracts running for more than five years 3 233 1 416 986 Total 6 158 3 379 2 645

Minimum sublease payments to be received in the future amount to NOK 178 million and relates mainly to sublease of buildings.

Lease and sublease payments recognized in the income statement

2013 Plant, equipment and Amounts in NOK million Buildings machinery Total

Minimum lease payments 1 631 20 651 Sublease income (10) - (10) Total 621 20 641 1) No contingent rent incurred in 2013.

2012 Plant, equipment and Amounts in NOK million Buildings machinery Total

Minimum lease payments 1 427 18 445 Sublease income (15) - (15) Total 412 18 430 1) No contingent rent incurred in 2012.

2011 Plant, equipment and Amounts in NOK million Buildings machinery Total

Minimum lease payments 381 22 403 Sublease income (10) (10) Total 371 22 393 1) No contingent rent incurred in 2011.

Operating lease costs for buildings relate to rental on a large number of locations worldwide. The leases typically run for a period of 12-15 years, with an option to renew the lease at market conditions.

Other plant and machinery costs primarily include leasing of IT equipment, cars and inventory. These leases have an average life of 3-5 years with no renewal option included in the contracts.

Operating lease income are considered to be not material.

On 12 August 2014 Aker Solutions entered into an agreement to lease office space in Aberdeen International Business Park. See note 30 Subsequent Events for more information.

40 A - 50

Note 12 Other operating expenses

Other operating expenses amount to NOK 3.5 billion in 2013, NOK 4.0 billion in 2012 and NOK 3.0 billion in 2011. The expenses include audit fees, operating lease costs (see note 11 Operating leases) and other expenses mainly related to premises, electricity, maintenance, travelling, IT-equipment and insurance fees.

Fees to KPMG

Amounts in NOK million 2013 2012 2011

Audit 12 12 12 Other assurance services 1 1 1 Tax services 1 1 3 Other non-audit services 1 - - Total 15 14 16

Note 13 Finance income and expenses

Amounts in NOK million 2013 2012 2011

Profit (loss) on foreign currency forward contracts 180 (11) 24

Interest income on bank deposits measured at amortized cost 49 59 145 Net foreign exchange gain 4 - 25 Other finance income - - - Finance income 53 59 170

Interest expense on financial liabilities measured at amortized cost (211) (180) (133) Interest expense on financial liabilities measured at fair value - (3) - Net foreign exchange loss - (15) - Other financial expenses (25) (17) (26) Finance expenses (236) (215) (159) Net finance expenses recognized in profit and loss (3) (167) 35

See note 26 Financial instruments for information of the finance income and expense generating items.

Foreign currency forward contracts Some foreign exchange hedge transactions do not qualify for hedge accounting under IFRS, primarily because a large number of internal hedge transactions are grouped and netted before external hedge transactions are established. The non-qualifying hedge instruments are mainly foreign exchange forward contracts. The corresponding contracts (hedged items) to the derivatives are calculated to have an equal, but opposite effect, and both the derivatives and the hedged items are reported as financial results. The net amount therefore reflects the difference in timing between the non-qualifying hedging instrument and the future transaction (economically hedged item).

The exposure from foreign currency embedded derivatives is economically hedged, but cannot qualify for hedge accounting and is therefore included in net foreign exchange gain/loss. Hedge accounting and embedded derivatives are explained in note 20 Derivative financial instruments.

41 A - 51

Note 14 Tax

Effective tax rate The table below reconciles the reported income tax expense to the expected income tax expense according to the corporate income tax rate of 28 percent in Norway.

Amounts in NOK million 2013 2012 2011

Profit before tax, continuing operations 1 660 1 724 743 Expected income taxes (28 percent) of profit before tax 465 483 208

Tax effects of: Permanent differences (7) (20) 20 Prior year adjustments (current tax) (23) (22) 5 Prior year adjustments (deferred tax) 4 5 (2) Previously unrecognized tax losses used to reduce payable tax (32) (19) (22) Previously unrecognized tax losses used to reduce deferred tax - - (3) Deferred tax from write down (or reversal) of tax loss or deferred tax assets 14 21 18 Change in tax rates (42) - 1 Differences in tax rates from 28 percent (62) 23 4 Other1 80 8 24 Income tax expense, continuing operations 397 479 253

Effective tax rate 24 % 28 % 34 % Tax effect of differences (68) (4) 45

1) Relates mainly to withholding tax.

Recognized deferred tax assets and liabilities

2011 Amounts in NOK million Assets Liabilities Net

Property, plant and equipment 35 (72) (37) Pensions 180 - 180 Projects under construction 28 (887) (859) Tax loss carry-forwards 233 (46) 187 Intangible assets 7 (187) (180) Provisions 211 (39) 172 Derivatives - (7) (7) Other 99 (7) 92 Total before set offs 793 (1 245) (452) Set off of tax (503) 503 - Total 290 (742) (452)

2012 Amounts in NOK million Assets Liabilities Net

Property, plant and equipment 35 (98) (63) Pensions 146 - 146 Projects under construction 29 (1 276) (1 247) Tax loss carry-forwards 348 - 348 Intangible assets 7 (188) (181) Provisions 243 (47) 196 Derivatives 12 - 12 Other 119 (13) 106 Total before set offs 939 (1 622) (683) Set off of tax (589) 589 - Total 350 (1 033) (683)

42 A - 52

2013 Amounts in NOK million Assets Liabilities Net

Property, plant and equipment 50 (124) (74) Pensions 145 - 145 Projects under construction 23 (1 523) (1 500) Tax loss carry-forwards 649 - 649 Intangible assets 7 (225) (218) Provisions 236 (19) 217 Derivatives 10 (84) (74) Other 123 (27) 96 Total before set offs 1 243 (2 002) (759) Set off of tax (799) 799 - Total 444 (1 203) (759)

Change in net recognized deferred tax assets and liabilities

Projects Property, under Tax loss plant and construc carry- Intangibl Amounts in NOK million equipment Pensions tion forwards e assets Provisions Derivatives Other Total

Balance as of January 1, 2011 (27) 131 (727) 105 (167) 175 2 87 (421) Recognized in profit and loss (6) - (139) 119 4 18 (1) 9 4 Recognized in equity - - - (3) - - - - (3) Combined carve-out effect (5) 46 7 (31) (7) (23) (8) 2 (19) Additions through business combinations (4) 4 - - (11) 1 - (7) (17) Currency translation differences 5 (1) - (3) 1 1 - 1 4 Balance as of December 31, 2011 (37) 180 (859) 187 (180) 172 (7) 92 (452) Recognized in profit and loss (33) (5) (409) 13 3 30 - 13 (388) Recognized in equity - 19 ------19 Combined carve-out effect 8 (48) 19 102 - (14) 17 5 89 Additions through business combinations (5) - 1 73 (6) 26 - - 89 Currency translation differences 4 - 1 (27) 2 (18) 2 (4) (40) Balance as of December 31, 2012 (63) 146 (1 247) 348 (181) 196 12 106 (683) Recognized in profit and loss (16) (4) (239) 222 (10) (1) (1) 2 (47) Recognized in equity - 12 ------12 Combined carve-out effect 3 (7) (13) 99 (15) 29 (84) (9) 3 Additions through business combinations - - - - (24) - - (1) (25) Currency translation differences 2 (2) (1) (20) 12 (7) (1) (2) (19) Balance as of December 31, 2013 (74) 145 (1 500) 649 (218) 217 (74) 96 (759)

Tax loss carry-forwards and unrecognized deferred tax assets

Deferred tax assets have not been recognized in respect of the following

Amounts in NOK million 2013 2012 2011 Deductible temporary differences 19 74 147 Tax losses 732 624 417 Total 751 698 564

43 A - 53

Note 15 Trade and other receivables

Amounts in NOK million Note 2013 2012 2011

Trade receivables 1 3 311 3 354 3 472 Less provision for impairment of receivables (46) (46) (14) Trade receivables, net 3 265 3 308 3 458 Advances to suppliers 439 170 296 Amount due from customers for construction work 16 3 075 2 490 1 497 Other receivables 3 725 2 951 1 782 Total 10 504 8 919 7 033

1) Trade receivables are financial instruments and an impairment loss of NOK 32 million (NOK 32 million in 2012 and NOK 21 million in 2011) was recognized in operating expenses.

Book value of trade and other receivables is approximately equal to fair value.

Aging of trade receivables

Amounts in NOK million 2013 2012 2011

Not overdue 2 634 2 156 2 690 Past due 0-30 days 380 715 520 Past due 31-90 days 84 199 52 Past due 91 days to one year 55 48 58 Past due more than one year 158 236 152 Total 3 311 3 354 3 472

Note 16 Construction contracts

Amounts in NOK million Note 2013 2012 2011

Construction revenue in the period 9 18 596 18 991 13 489

Amounts due from customers for contract work 15 3 075 2 490 1 497 Amounts due to customers for contract work 18 (3 431) (1 423) (2 038) Construction contracts in progress, net position (356) 1 067 (541)

Advances are presented as part of Amounts due to customers for contract work.

Construction contracts in progress at the end of the reporting period

Aggregate amount of cost incurred and recognized profits (less losses) to date 38 429 30 571 31 990 Advances from customers 2 764 871 1 464 Retentions 113 289 -

44 A - 54

Note 17 Inventories

Amounts in NOK million 2013 2012 2011

Stock of raw materials 512 514 431 Goods under production 3 3 2 Finished goods 73 95 65 Total 588 612 498

Inventories carried at net realizable value 126 14 19 Write-down of inventories in the period 48 - 15

Note 18 Trade and other payables

Amounts in NOK million Note 2013 2012 2011

Trade creditors 1 1 499 1 785 1 256 Amount due to customers for contract work and advances 16 3 431 1 423 2 038 Accrued operating and financial costs 3 580 3 378 2 153 Other current liabilities 2 1 865 1 616 1 332 Total 10 375 8 202 6 779

1) Trade creditors include NOK 0 million in 2013, NOK 14 million in 2012 and NOK 11 million in 2011 due after one year. 2) Other current liabilities include NOK 18 million in 2013, NOK 18 million in 2012 and NOK 80 million in 2011 related to deferred considerations assumed in business combinations.

Book value of trade creditors and other current liabilities is approximately equal to fair value.

45 A - 55

Note 19 Provisions

2013

Amounts in NOK million Warranties Other Total

Balance as of January 1, 2013 346 70 416 Provisions made during the year 259 16 275 Provisions used during the year (22) (9) (31) Provisions reversed during the year (57) (53) (110) Reclassifications 3 (3) - Provisions due to acquisition of subsidiary - 9 9 Currency translation differences 17 6 23 Balance as of December 31, 2013 546 36 582

Expected timing of payment as at December 31, 2013 Within the next twelve months 61 22 83 After the next twelve months 485 14 499 Total 546 36 582

2012

Amounts in NOK million Warranties Other Total

Balance as of January 1, 2012 238 92 330 Provisions made during the year 144 6 150 Provisions used during the year (10) (43) (53) Provisions reversed during the year (30) (6) (36) Reclassifications 10 21 31 Currency translation differences (6) - (6) Balance as of December 31, 2012 346 70 416

2011

Amounts in NOK million Warranties Other Total

Balance as of January 1, 2011 321 10 331 Provisions made during the year 87 61 148 Provisions used during the year (33) - (33) Provisions reversed during the year (88) (1) (89) Reclassifications (45) 22 (23) Currency translation differences (4) - (4) Balance as of December 31, 2011 238 92 330

Warranties

The provision for warranties relates mainly to the possibility that Aker Solutions, based on contractual agreements, needs to perform guarantee work related to products and services delivered to customers. See note 4 Accounting estimates and judgments for further description.

46 A - 56

Note 20 Derivative financial instruments

The Aker Solutions group uses derivative financial instruments to hedge foreign exchange and interest rate exposures. In addition, there are embedded foreign exchange forward derivatives separated from ordinary commercial contracts. Further information regarding risk management policies in the group is available in note 6 Financial risk management and exposures.

The table below presents the fair value of the derivative financial instruments and a maturity analysis of the derivatives undiscounted cash flows. Given the Aker Solutions group hedging policy and the assumption that the projects are cash neutral, this table also indicates when the cash flows related to project expenses are expected to impact profit and loss. The majority of project revenues are recognized in accordance with IAS 11 using the percentage of completion method. This may result in different timing of cash flows related to project revenues and revenue recognition.

Not hedged accounted instruments includes the external instruments used to price embedded derivatives as well as other derivative instruments used by Group Treasury to hedge the residual exposure of the group as part of its risk mandate. As of December, these instruments only include currency forwards and FX swaps.

Fair value of derivative financial instruments with maturity 2013

Total un- Instruments discounted 6 months 6-12 1-2 2-5 Over 5 Amounts in NOK million at fair value cash flow1 or less months years years years

Assets Cash flow hedges 554 554 188 113 196 57 - Embedded derivatives in ordinary commercial contracts 81 81 46 11 11 13 - Not hedge accounted 63 63 41 6 9 7 -

Total forward foreign exchange contracts 698 698 275 130 216 77 -

Total assets 698 698 275 130 216 77 -

Liabilities Cash flow hedges (410) (410) (216) (44) (58) (92) - Embedded derivatives in ordinary commercial contracts (5) (5) (5) - - - - Not hedge accounted (48) (48) (23) (6) (11) (8) -

Total forward foreign exchange contracts (463) (463) (244) (50) (69) (100) -

Cash flow hedges (39) (39) (2) - - (34) (3) Total interest rate instruments (39) (39) (2) - - (34) (3) Total liabilities (502) (502) (246) (50) (69) (134) (3)

47 A - 57

2012

Total un- Instruments discounted 6 months 6-12 1-2 2-5 Over 5 Amounts in NOK million at fair value cash flow1 or less months years years years

Assets Cash flow hedges 89 89 83 2 1 - 3 Embedded derivatives in ordinary commercial contracts 10 10 - - - - 10 Not hedge accounted 61 59 39 6 9 4 1

Total forward foreign exchange contracts 160 158 122 8 10 4 14

Total assets 160 158 122 8 10 4 14

Liabilities Cash flow hedges (13) (13) (5) (2) (3) - (3) Embedded derivatives in ordinary commercial contracts (68) (68) (49) (12) (7) - - Not hedge accounted (27) (27) (10) - (1) (4) (12)

Total forward foreign exchange contracts (108) (108) (64) (14) (11) (4) (15)

Cash flow hedges (42) (40) (2) - - (34) (4) Total interest rate instruments (42) (40) (2) - - (34) (4) Total liabilities (150) (148) (66) (14) (11) (38) (19)

2011 Total un- Instruments discounted 6 months 6-12 1-2 2-5 Over 5 Amounts in NOK million at fair value cash flow1 or less months years years years

Assets Cash flow hedges 144 144 137 5 - - 2 Embedded derivatives in ordinary commercial contracts 111 111 71 21 16 - 3 Not hedge accounted 74 71 60 4 4 1 2

Total forward foreign exchange contracts 329 326 268 30 20 1 7

Total assets 329 326 268 30 20 1 7

Liabilities Cash flow hedges (4) (4) - - - - (4) Embedded derivatives in ordinary commercial contracts (5) (5) (2) (3) - - - Not hedge accounted (281) (281) (161) (42) (56) (8) (14)

Total forward foreign exchange contracts (290) (290) (163) (45) (56) (8) (18)

Total liabilities (290) (290) (163) (45) (56) (8) (18)

1) Undiscounted cash flows are translated to NOK using the exchange rates on the balance sheet date.

Derivative financial instruments are classified as current assets or liabilities.

48 A - 58

Foreign exchange derivatives Corporate Treasury hedges the group's future transactions in foreign currencies with external banks. Approximately 80 percent of the exposure to foreign exchange variations in future cash flows are related to a few large projects. The currency exposure in these projects have been hedged back-to-back in order to meet the requirements for hedge accounting. They are either subject to hedge accounting or separated embedded derivatives. All other hedges are not designated as IAS 39 hedges and will have an effect on profit or loss. Most hedges qualifying for hedge accounting are classified as cash flow hedges (hedges of highly probable future revenues and/or expenses).

Embedded derivatives are foreign exchange derivatives separated from construction contracts. The main reason for separation is that the agreed payment is in a currency different from any of the major contract parties' own functional currency. The embedded derivatives represent currency exposures, which is hedged against external banks. Since the embedded derivatives are measured and classified in the same way as their hedging derivatives, they will have an almost equal, opposite effect to profit and loss. In the table above, the derivatives hedging the embedded derivatives are included in Forward foreign exchange contracts - not hedge accounted.

The hedged transactions in foreign currency that are subject to cash flow hedge accounting are highly probable future transactions expected to occur at various dates during the next one to four years, depending on progress in the projects. Gains and losses on forward foreign exchange contracts are recognized in comprehensive income and reported as hedging reserve in equity until they are recognized in the income statement in the period or periods during which the hedged transactions affect the income statement.

Unsettled cash flow hedges' impact on profit and loss and equity (not adjusted for tax).

2013 Deferred in equity (the Fair value of all Recognized in hedging Amounts in NOK million hedging instruments profit and loss reserve)

Interest rate swaps (39) - (39) Forward exchange contracts 252 41 211 Total 213 41 172

2012 Deferred in equity (the Fair value of all Recognized in hedging Amounts in NOK million hedging instruments profit and loss reserve)

Interest rate swaps (42) - (42) Forward exchange contracts (6) (5) (1) Total (48) (5) (43)

2011 Deferred in equity (the Fair value of all Recognized in hedging Amounts in NOK million hedging instruments profit and loss reserve)

Interest rate swaps - - - Forward exchange contracts 4 (1) 5 Total 4 (1) 5

49 A - 59

The value of the interest swaps is attributable to changes in the interest swap curve for Norwegian kroner during the period from inception of the hedge to the balance sheet date. It excludes the accrued interest rates of the swaps accumulated during the period.

The value of the hedge reserve is before tax to allow comparison with the value of the hedging derivatives; this value does not include deferred settlements related to matured instruments.

The purpose of the hedging instrument is to secure a situation where the hedged item and the hedging instrument together represent a predetermined value independent of fluctuations of exchange rates. Revenue and expense on the underlying construction contracts are recognized in the income statement in accordance with progress.

Interest rate swaps Aker Solutions has two bonds totaling NOK 2 500 million at floating interest rates out of which NOK 2 000 million are swapped to fixed interest. Floating interest is mainly tied to Inter-bank offered rates (NIBOR for NOK and LIBOR for other currencies).

Hedge accounting is applied using the cash flow hedge accounting model which means that gains and losses on interest rate swap from floating to fixed interest rates as of 31 December 2013 are recognized in the hedging reserve in equity and will be continuously released to the income statement until the bank borrowings are repaid. This is achieved based on the periodic mark-to-market revaluation of the interest rate swaps whose fair value tend to zero upon maturity.

Fair value hedge accounting is applied for hedging of the fixed interest bonds, see note 23 Borrowings. The fair value amounts of the outstanding interest rate swap contracts used in cash-flow hedges as of 31 December 2013 were NOK 39 million (NOK 42 million in 2012).

50 A - 60

Note 21 Property, plant and equipment

Buildings Machinery, Under Amounts in NOK million Note and sites equipment construction Total

Historical cost

Balance as of January 1, 2011 715 2 458 56 3 229 Additions through business combinations 7 - 20 - 20 Additions 20 299 69 388 Disposals and scrapping (2) (18) - (20) Currency translation differences (45) (7) (6) (58) Balance as of December 31, 2011 688 2 752 119 3 559

Additions through business combinations 7 - 32 - 32 Additions 66 426 423 915 Transfer from assets under construction 4 27 (31) - Disposals and scrapping (26) (127) 54 (99) Currency translation differences (46) (130) (24) (200) Balance as of December 31, 2012 686 2 980 541 4 207

Additions through business combinations 7 14 1 - 15 Additions 149 320 527 996 Transfer from assets under construction 93 322 (415) - Disposals and scrapping (7) (12) - (19) Currency translation differences 96 (22) (49) 25 Balance as of December 31, 2013 1 031 3 589 604 5 224

Accumulated depreciation

Balance as of January 1, 2011 (248) (1 163) - (1 411) Depreciation for the year (36) (242) - (278) Carve out adjustment 4 - - 4 Currency translation differences 4 1 - 5 Disposals and scrapping - 15 - 15 Balance as of December 31, 2011 (276) (1 389) - (1 665) Depreciation for the year (42) (288) - (330) Carve out adjustment 1 - - 1 Currency translation differences 14 52 - 66 Disposals and scrapping 1 85 - 86 Balance as of December 31, 2012 (302) (1 540) - (1 842) Depreciation for the year (53) (351) - (404) Carve out adjustment 9 - - 9 Disposals and scrapping 7 11 - 18 Currency translation differences 16 51 - 67 Balance as of December 31, 2013 (323) (1 829) - (2 152)

Book value as of December 31, 2011 412 1 363 119 1 894 Book value as of December 31, 2012 384 1 440 541 2 365 Book value as of December 31, 2013 708 1 760 604 3 072

Aker Solutions has not entered into any financial lease contracts. By the end of December 2013 Aker Solutions has entered into contractual commitments for the aquisition of property, plant and equipment amounting to NOK 542 million, mainly related to the new Subsea plant under construction on Brazil. The commitments will to a large extent be payable in 2014.

Depreciation Estimates for residual values are reviewed annually. Assets are mainly depreciated on a straight-line basis over their expected economic lives as follows: - Machinery and equipment 3 - 15 years - Buildings 8 - 30 years - Sites No depreciation 51 A - 61

Note 22 Intangible assets

Development Amounts in NOK million Note costs Goodwill Other Total

Balance as of January 1, 2011 263 2 865 - 3 128 Capitalized development 76 - - 76 Acquisition through business combinations 7 - 188 39 227 Amortization for the year (23) - - (23) Currency translation differences 3 16 - 19 Balance as of December 31, 2011 319 3 069 39 3 427 Capitalized development 354 - - 354 Acquisition through business combinations 7 - 60 42 102 Amortization for the year (27) - - (27) Currency translation differences (36) (18) 31 (23) Balance as of December 31, 2012 610 3 111 112 3 833 Capitalized development 498 - - 498 Acquisition through business combinations 7 - 503 131 634 Amortization for the year (64) - (18) (82) Impairment (13) - - (13) Currency translation differences 25 163 22 210 Balance as of December 31, 2013 1 056 3 777 247 5 080

Research and developement cost

Amounts in NOK million 2013 2012 2011

Capitalized 498 354 76 Expensed (132) (65) (64) Funded by customers 18 8 23

Intangible assets with finite useful lives are amortized over the expected economic life, ranging between 5-10 years.

52 A - 62

Goodwill Goodwill originates from a number of acquisitions. Management monitors goodwill impairment at the business area level which is also considered to be the cash-generating unit (CGU) due to the level of integration within the CGU's.

Allocation of goodwill by business area

Amounts in NOK million 2013 2012 2011

SUB 2 123 1 489 1 480 UMB 352 339 342 Subsea 2 475 1 828 1 822 MMO 848 829 793 ENG 454 454 454 Field Design 1 302 1 283 1 247 Total 3 777 3 111 3 069

Impairment testing for cash-generating units containing goodwill as of December 31, 2013

Recoverable amounts are based on value in use calculations. The calculations use cash flow projections based on the future cash flow, budgets and strategic forecasts for the periods 2014-2017 and an annual growth of 2.5 percent for subsequent periods.

Post tax Pre tax Weighted Average Cost of Capital assumptions for impairment testing WACC WACC

SUB 8.9% 11.1% UMB 8.9% 10.9% MMO 8.9% 11.1% ENG 8.9% 11.0%

Risk free interest rates used in the discount rate is based on 10 year state treasury bond rate of 2.86 percent at the time of the impairment testing. Debt leverage was estimated to 20 percent.

For all business areas, the recoverable amounts are higher than the carrying amounts and consequently the analysis indicates that no impairment is required. The key assumptions used in the calculation of recoverable amounts are discount rates, terminal value growth rates and EBITDA-margins. Reasonable changes to the key assumptions does not give grounds to impairment for any of the business areas.

53 A - 63

Note 23 Borrowings

Contractual terms of group's interest-bearing loans and borrowings which are measured at amortized cost. For more information about the group's exposure to interest rates, foreign currency and liquidity risk, see note 6 Financial risk management and exposures.

2013 Nominal Carrying Fixed currency amount Interest interest Interest Maturity Amounts in million Currency value (NOK) rate2 margin coupon date Interest terms

ISIN NO 0010647431 NOK 1 500 1 498 1.67% 4.25% 5.92% 06.06.17 Floating, 3M+fix margin ISIN NO 0010661051 NOK 1 000 1 002 1.68% 4.20% 5.88% 09.10.19 Floating, 3M+fix margin Total bonds1 2 500

Brazilian Development Bank EXIM loan Itau BRL 145 378 5.50% 0.00% 5.50% 23.07.16 Fixed, quarterly HSBC BRL 50 131 5.50% 0.00% 5.50% 15.08.16 Fixed, quarterly Itau BRL 155 404 8.00% 0.00% 8.00% 15.08.15 Fixed, quarterly HSBC BRL 50 131 8.00% 0.00% 8.00% 15.07.15 Fixed, quarterly Brazilian Development Bank EXIM loans 1 044

Total other loans 3 Total borrowings 3 547

Current borrowings 14 Non-current borrowings 3 533 Total 3 547

2012 Nominal Carrying Fixed currency amount Interest interest Interest Maturity Amounts in million Currency value (NOK) rate2 margin coupon date Interest terms

ISIN NO 0010647431 NOK 1 500 1 495 1.90% 4.25% 6.15% 06.06.17 Floating, 3M+fix margin ISIN NO 0010661051 NOK 1 000 1 001 1.95% 4.20% 6.15% 09.10.19 Floating, 3M+fix margin Total bonds1 2 496

Brazilian Development Bank EXIM loan Itau BRL 182 497 4.50% 0.00% 4.50% 17.06.13 Fixed, quarterly HSBC BRL 50 138 4.50% 0.00% 4.50% 15.07.13 Fixed, quarterly Itau BRL 155 431 8.00% 0.00% 4.50% 15.07.15 Fixed, quarterly HSBC BRL 50 139 8.00% 0.00% 4.50% 15.07.15 Fixed, quarterly Brazilian Development Bank EXIM loans 1 205

Total other loans 6 Total borrowings 3 707

Current borrowings 644 Non-current borrowings 3 063 Total 3 707

54 A - 64

2011 Nominal Carrying Fixed currency amount Interest interest Interest Maturity Amounts in million Currency value (NOK) rate2 margin coupon date Interest terms

Brazilian Development Bank EXIM loan Itau BRL 155 502 4.50% 0.00% 0.00% 15.08.12 Fixed, annual Itau and HSBC BRL 232 750 4.50% 0.00% 0.00% 15.06.13 Fixed, annual Brazilian Development Bank EXIM loans 1 252

Total borrowings 1 252

Current borrowings 505 Non-current borrowings 747 Total 1 252

1) The book value is calculated by reducing the nominal value of NOK 2 500 million (NOK 2 500 million in 2012) by total issue costs related to the new financing of negative NOK 20 million (NOK 24 million in 2012). Accrued interest related to the bonds are included by NOK 20 million (NOK 21 million in 2012). 2) The interest costs are calculated using either the last fixing rate known by year end (plus applicable margin) or the contractual fixed rate (when fixed rate debt).

Norwegian bonds All bonds are denominated in Norwegian kroner and are issued in the Norwegian bond market.

The bonds are issued based on a floating interest rate plus a predefined margin.

The bonds are issued with Norsk Tillitsmann as trustee and the loan agreements are based on Norsk Tillitsmann's standard loan agreement for such bonds. The bonds are unsecured on a negative pledge basis and include no dividend restrictions.

All bonds issued are listed on the Oslo Stock Exchange.

Financial liabilities and the period in which they mature

2013 Total un- discount Carrying ed cash 6 months 6-12 1-2 2-5 More than Amounts in NOK million amount flow1 and less months years years 5 years

ISIN NO 0010647431 1 498 1 811 44 44 89 1 634 - ISIN NO 0010661051 1 002 1 338 29 29 59 176 1 045 Total 2 500 3 149 73 73 148 1 810 1 045

Brazilian Development Bank EXIM loans 1 044 1 176 49 35 577 515 - Other loans 3 3 3 - - - - Total other loans 1 047 1 179 52 35 577 515 - Total borrowings 3 547 4 328 125 108 725 2 325 1 045

55 A - 65

2012 Total un- discount Carrying ed cash 6 months 6-12 1-2 2-5 More than Amounts in NOK million amount flow1 and less months years years 5 years

ISIN NO 0010647431 1 495 1 916 47 47 94 1 728 - ISIN NO 0010661051 1 001 1 423 31 32 63 187 1 110 Total 2 496 3 339 78 79 157 1 915 1 110

Brazilian Development Bank EXIM loans 1 205 1 330 671 22 44 593 - Other loans 6 6 6 - - - - Total other loans 1 211 1 336 677 22 44 593 - Total borrowings 3 707 4 675 755 101 201 2 508 1 110

2011 Total un- discount Carrying ed cash 6 months 6-12 1-2 2-5 More than Amounts in NOK million amount flow1 and less months years years 5 years

Brazilian Development Bank EXIM loan 502 523 11 512 - - - Brazilian Development Bank EXIM loan 750 799 17 14 768 - - Total borrowings 1 252 1 322 28 526 768 - -

1) The interest costs are calculated using either the last fixing rate known by year end (plus applicable margin) or the contractual fixed rate (when fixed rate debt).

Mortgages and guarantee liabilities The group has NOK 8 million in mortgage liabilities, which is secured by pledges on property, plant and equipment with book values of NOK 17 million.

Note 24 Cash and cash equivalents

Amounts in NOK million 2013 2012 2011

Restricted cash 1 - - Deposits in Akastor cash-pooling arrangement 3 577 2 608 2 652 Interest-bearing deposits 885 547 615 Total 4 463 3 155 3 267

56 A - 66

Note 25 Employee benefits - pension

Aker Solutions pension costs represent the future pension entitlement earned by employees in the financial year. In a defined contribution plan the company is responsible for paying an agreed contribution to the employee’s pension assets. In such a plan this annual contribution is also the cost. In a defined benefit plan it is the company's responsibility to provide a certain pension. The measurement of the cost and the pension liability for such arrangements are subject to actuarial valuations. Aker Solutions has over a long time period gradually moved from defined benefit arrangements to defined contribution plans. Consequently, the impact of the remaining defined benefit plans is gradually reduced.

Pension plans in Norway The main pension arrangement in Norway is a general pension plan organized by the Norwegian State. This arrangement provides the main general pension entitlement of all Norwegians. All pension arrangements by employers, consequently represent limited additional pension entitlements.

Norwegian employers are obliged to provide an employment pension plan, which can be organized as a defined benefit plan or as a defined contribution plan. The Norwegian companies in Aker Solutions have closed the earlier defined benefit plans in 2008 and are now providing defined contribution plans for all of their employees under 61 years of age.

Defined contribution plan The annual contribution expensed for the new defined contribution plan was NOK 367 million (NOK 301 million in 2012 and NOK 224 million in 2011). Aker Solutions contributions to this plan are at the maximum level accepted by Norwegian tax legislation. The estimated contributions expected to be paid in 2014 is NOK 193 million to the Norwegian plan.

Defined benefit plan Employees who were 58 years or older in 2008, when the change took place, are still in the defined benefit plan. This is a funded plan and represent most of the funded pension liability reported in the tables below.

The estimated contributions expected to be paid to the Norwegian plan during 2014 are NOK 78 million.

Compensation plan To ensure that the employees were treated fairly on the change over to the new plan the company has introduced a compensation plan. The basis for deciding the compensation amount is the difference between calculated pension capital in the defined benefit plan and the value of the defined benefit plan at the age of 67 years. The compensation amount will be adjusted annually in accordance with the adjustment of the employees' pensionable income, and accrued interest according to market interest. If the employee leaves the company voluntarily before the age of 67 years, the compensation amount will be reduced. The plan is classified and accounted for as a defined benefit plan.

AFP - early retirement arrangement AFP is an early retirement arrangement organized by Norwegian employers, the main Labor Union organization in Norway (LO) and the Norwegian State. The "old AFP" arrangement was established to provide pension between the age of 62 to 67 for employees who retired before the general retirement age of 67. In a recent pension reform individual employees are given a choice of retirement age, but with lower pension with earlier retirement. Estimated remaining employer contributions to cover the plan deficit have been provided for.

The AFP scheme which was newly established in 2011 is not considered to be a defined benefit compensation scheme for early retirement, but a lifelong contribution plan. The scheme is classified as a multi-employer benefit scheme. Aker Solutions has taken the position that the information available at the date of the financial statements is not sufficient to reliably measure the allocation of pension cost and net pension liability/asset in accordance with a cost/benefit approach. Aker Solutions has therefore elected to account for the scheme as a defined contribution plan in which the annual paid premiums to the AFP- scheme are expensed in the income statement as they are incurred. The total liability is not recognized. Based on the current financing model for AFP, the annual premiums required to state the expected premiums for 2014 are expected to increase. When or if sufficient and reliable data is available and a liability can be reliably measured, the recognized liability could be significant.

57 A - 67

The AFP scheme is a defined benefit multi employer scheme but accounted for as a defined contribution scheme due the fact that the information needed to account for the plan as a defined benefit plan is not available.

Pension plans outside Norway Pensions plans outside Norway are predominately defined contribution plans.

Total pension cost

Amounts in NOK million 2013 2012 2011

Defined benefit plans 126 101 56 Defined contribution plans 367 299 222 Total 493 400 278

Movement in net defined benefit liability

Amounts in NOK million 2013 2012 2011

Balance as of January 1 520 640 469

Included in profit or loss Current service and administration cost 126 101 56 Interest cost (income) 17 (7) (5) 143 94 51

Included in OCI - Remeasurements loss (gain): Actuarial loss (gain) arising from demographic assumptions 60 66 - Actuarial loss (gain) arising from financial assumptions (25) (208) 216 Actuarial loss (gain) arising from experience adjustments (13) 41 4 22 (101) 220

Other Contributions paid into the plan (86) (86) (93) Benefits paid by the plan (32) (31) (35) Other movements (43) 4 28 (161) (113) (100)

Balance as of December 31 524 520 640

Represented by: Net liability recognized (funded) 94 114 227 Net liability recognized (unfunded) 430 406 413 Balance as of December 31 524 520 640

58 A - 68

Plan assets

Amounts in NOK million 2013 2012 2011 Equity Securities Oil & Gas 30 22 19 Maritime Transportation 3 1 7 Energy Infrastructure 7 4 2 Oilfield Services & Equipment 6 4 1 Telecom Services 11 3 3 57 34 32 Bonds Government 23 46 155 Finance 26 92 87 Private and Government enterprise 285 230 94 Municipalities 893 794 736 1 227 1 162 1 072 Derivatives FX Forwards (1) 1 - (1) 1 - Fund/Private Equity FERD Private Equity fund 3 8 8 Ambolt 8 5 4 AAM Absolute Return Fund 12 11 93 DNB TMT 12 9 10 DNB Global Etisk - 52 45 35 85 160 Total plan assets at fair value 1 318 1 282 1 264

The equity portfolio is invested globally. The fair value of the equities is based on their quoted prices at the reporting date without any deduction for estimated future selling cost.

The investment in bonds are done in the Norwegian market and most of the bonds are not listed on any exchange. The market value as at year end is based on official prices provided by the Norwegian Securities Dealers Association. The Bond investment have on average a high credit rating. Most of the investments is in Norwegian municipalities with a credit rating of AA.

The fair value of derivatives that are not exchange traded are estimated at the amount that the company would receive or to pay to terminate the contract at the reporting date taking into account the current market conditions.

Derivatives are only used for hedging purposes.

The investment in fund/private equity is mainly funds that invests in listed securities and where the fund value is based on quoted prices.

59 A - 69

Defined benefit obligation - actuarial assumptions

The information below relates only to Norwegian plans as these represent the majority of the plans.

The following were the principal actuarial assumptions at the reporting date 2013 2012 2011 Discount rate 4.1% 3.8% 2,60 % Asset return 4.1% 3.8% 4,10 % Salary progression 3.75% 3.5% 3,50 % Pension indexation 1.9% 1.9% 1,90 % Mortality table K2013 K2005 K2005

The discount rate in 2013 and 2012 is based on the Norwegian high quality corporate bond rate. The assumptions used are in line with recommendations from the Norwegian Accounting Standards Board. The discount rate in 2011 was based on the Norwegian ten-year government bond rate.

Generally, a one percent increase in the discount rate will lead to approximately 10-15 percent decrease in service cost/projected benefit obligation. This is lower than an expected effect of approximately 20 percent as the benefit obligation in Aker Solutions consist mainly of pensioners and employees over 60 years. It should also be expected that fluctuations in the discount rate would also lead to fluctuations in the pension indexations. The total effect of fluctuations in economic assumptions are consequently unlikely to be very significant.

Assumptions regarding future mortality have been based on published statistics and mortality tables. The current life expectancy underlying the values of the defined benefit obligation at the reporting date are shown below.

Years 2013 2012 2011 Life expectancy of male pensioners 20.4 18.1 18.1 Life expectancy of female pensioners 23.2 21.1 21.1

Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation as of December 31, 2013 by the amounts shown below.

Amounts in NOK million Increase Decrease Discount rate (1% movement) (207) 247 Future salary growth (1% movement) 36 43 Future pension growth (1% movement) 239 (204)

The change in discount rate assumptions would affect plan assets in the income statement in next period as it would change the estimated asset return, but have no effect on pension assets as of year end.

60 A - 70

Note 26 Financial instruments

The table below lists the group's financial instruments, both assets and liabilities. Financial instruments measured at fair value are classified by the levels in the fair value hierarchy. All other financial instruments are classified by the main group of instruments as defined in IAS 39. Both carrying amount and fair value is shown for all financial instruments.

For financial instruments measured at fair value, the levels in the fair value hierarchy are:

Level 1 - fair values are based on prices quoted in an active market for identical assets or liabilities.

Level 2 - fair values are based on price inputs other than quoted prices derived from observable market transactions in an active market for identical assets or liabilities. Level 2 includes currency or interest derivatives and interest bonds, typically when the group uses forward prices on foreign exchange rates or interest rates as inputs to valuation models.

Level 3 - Fair values are based on unobservable inputs, mainly based on internal assumptions used in the absence of quoted prices from an active market or other observable price inputs.

Financial instruments as of December 31, 2013

Carrying value Fair value Fair Availa value - Loans ble hedging and for Other Amounts in NOK million Note instr. receiv. sale fin. liab. Total Level 2 Level 3 Total

Cash and cash equivalents - 4 463 - - 4 463 - - - Other investments - - Equity securities - Available-for-sale1 - - 14 - 14 - 14 14 Forward foreign exchange contract 20 698 - - - 698 698 - 698 Interest rate instruments 20 ------Trade and other receivables 15 - 11 041 - - 11 041 - - - Financial assets 698 15 504 14 - 16 216 698 14 712

Forward foreign exchange contracts 20 (463) - - - (463) (463) - (463) Interest rate instruments 20 (39) - - - (39) (39) (39)

Current bonds and borrowings 2, 3 23 - (14) - - (14) (14) - (14) Other non-current liabilities - deferred consideration - (31) - - (31) - (31) (31) - other liabilities - - - (44) (44) - - - Trade and other payables 18 - (10 958) - - (10 958) - - - Deferred consideration 18 - (18) - - (18) - (18) (18) Credit facility and other non- current borrowings 2, 3 23 - (3 533) - - (3 533) (3 554) - (3 554) Financial liabilities (502) (14 554) - (44) (15 100) (4 070) (49) (4 119)

61 A - 71

Financial instruments as of December 31, 2012

Carrying value Fair value Fair Availa value - Loans ble hedging and for Other Amounts in NOK million Note instr. receiv. sale fin. liab. Total Level 2 Level 3 Total

Cash and cash equivalents - 3 155 - - 3 155 - - - Other investments - Equity securities - Available-for-sale1 - - 11 - 11 - 11 11 Forward foreign exchange contract 20 160 - - - 160 160 - 160 Interest rate instruments 20 ------Trade and other receivables 15 - 9 322 - - 9 322 - - - Current interest-bearing receivables - receivables - 9 - - 9 - - - Financial assets 160 12 486 11 - 12 656 160 11 171

Forward foreign exchange contracts 20 (108) - - - (108) (108) - (108) Interest rate instruments 20 (42) - - - (42) (42) (42) Current bonds and borrowings 2 23 (644) (644) (644) - (644) Other non-current liabilities - deferred consideration - (19) - - (19) - (19) (19) - other liabilities - - - (56) (56) - - - Trade and other payables 18 - (8 678) - - (8 678) - - - Deferred consideration 18 - (18) - - (18) - (18) (18) Credit facility and other non- current borrowings 3 23 - (3 063) - - (3 063) (3 073) - (3 073) Financial liabilities (150) (12 422) - (56) (12 628) (3 867) (37) (3 904)

62 A - 72

Financial instruments as of December 31, 2011

Carrying value Fair value

Fair Availa value - Loans ble hedging and for Other Amounts in NOK million Note instr. receiv. sale fin. liab. Total Level 2 Level 3 Total

Cash and cash equivalents - 3 267 - - 3 267 - - - Other investments - Equity securities - Available-for-sale1 - - 10 - 10 - 10 10 Forward foreign exchange contract 20 329 - - - 329 329 - 329 Interest rate instruments 20 ------Trade and other receivables 15 - 7 239 - - 7 239 - - - Current interest-bearing receivables - receivables - 4 - - 4 - - - Financial assets 329 10 510 10 - 10 849 329 10 339

Forward foreign exchange contracts 20 (290) - - - (290) (290) - (290) Interest rate instruments 20 ------Current bonds and borrowings 2 23 (505) (505) (505) - (505) Other non-current liabilities - deferred consideration ------other liabilities - - - (60) (60) - - - Trade and other payables 18 - (6 956) - - (6 956) - - - Deferred consideration 18 - (80) - - (80) - (80) (80) Credit facility and other non- current borrowings 3 23 - (747) - - (747) (747) - (747) Financial liabilities (290) (8 288) - (60) (8 638) (1 542) (80) (1 622)

1) All available for sale investments are designated as such upon initial recognition. 2) Fair value is quoted prices for the bonds noted on the Oslo Stock Exchange. 3) For credit facilities, long term debt and other short-term loans with floating interest, notional amount is used as approximation of fair values. 4) Portfolio of bonds, obligations and certificates derived from observable market transactions in an active market for identical assets. 5) There are no financial instruments in level 1 in the fair value hierachy.

63 A - 73

Note 27 Earnings per share

Aker Solutions ASA was newly formed in 2014. Accordingly it had no shares outstanding in the periods presented. The share capital and equity of Aker Solutions ASA will as part of the adoption of the demerger plan, have a share capital of NOK 293 807 940 thorugh the issuance of 272 044 389 shares, each with a nominal value of NOK 1.08. Earnings per share has been presented as if these shares were outstanding for all periods presented.

Amounts in NOK million 2013 2012 2011

Profit attributable to ordinary shares (NOK million) 1 256 1 235 456 Shares 272 044 389 272 044 389 272 044 389 Basic earnings per share (NOK) 4.62 4.54 1.68

Note 28 Aker Solutions Entities, businesses, assets and liabilities

If not stated otherwise, ownership equals the percentage of voting shares.

Group companies fully owned or controlled by Aker Solutions as of December 31: Ownership (percent) Company Location Country 2013 2012 2011 Aker Solutions Enterprises LDA1 Luanda Angola 49 - - Aker Solutions Sdn Bhd Seria Brunei 100 100 -

Aker Solutions Asset Integrity and Management Canada Inc3 Newfoundland Canada 100 100 - Aker Subsea (Shenzhen) Co. Ltd Shenzhen China 100 100 100 Aker Solutions Congo SA4 Point-Noire Congo 100 - - Aker Powergas Pvt Ltd Mumbai India 68 68 68 Aker Powergas Subsea Pvt Ltd Mumbai India 68 68 68 Aker Engineering International Sdn Bhd Kuala Lumpur Malaysia 100 100 100 Aker Engineering Malaysia Sdn Bhd5 Kuala Lumpur Malaysia - - - Aker Process Systems Asia Pacific Sdn Bhd1 Shah Akam Malaysia 100 100 100 Aker Solutions India Sdn Bhd Kuala Lumpur Malaysia 100 100 100 Aker Solutions Umbilical Asia Pacific Sdn Bhd Kuala Lumpur Malaysia 100 100 100 Aker Solutions de Mèxico Mexico City Mexico 100 100 - Aker Engineering & Technology AS6 Fornebu Norway 100 100 100 Aker Installation FP AS Fornebu Norway 100 100 100 Aker Insurance Services AS Fornebu Norway 100 100 100 Aker Operations AS Stavanger Norway 100 100 100 Aker Solutions Contracting Kazakhstan AS Fornebu Norway 100 100 100 Aker Subsea Russia AS Fornebu Norway 100 100 100 Ingeniør Harald Benestad AS1 Lierskogen Norway 82 82 82 Enovate Norway AS4 Hvalstad Norway 100 - - KB eDesign AS Oslo Norway 100 100 100 Aker Process Gulf Company Limited Al-Khobar Saudi Arabia 100 100 100 Aker Solutions AB Gothenburg Sweden 100 100 100 Kvaerner Water AB Ørnskjøldsvik Sweden 100 100 100 Aker Engineering & Technology Ltd London UK 100 100 100 Aker Offshore Partner Ltd London UK 100 100 100 Aker Solutions Angola Ltd Maidenhead UK 100 100 100 Aker Subsea Ltd Maidenhead UK 100 100 100 Enovate Systems Ltd4,8 Aberdeen UK 95 - - 9 Aker Solutions USA Corporation Houston USA 100 100 100

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Group companies where certain adjustments have been made to the historical financial statements to these entities to reflect businesses carved out which are not part of New Aker Solutions: Ownership (percent) Company Location Country 2013 2012 2011 Aker Solutions Pty Ltd2 Melbourne Australia 100 100 100 Aker Solutions do Brasil Ltda Curitiba Brazil 100 100 100 Aker Solutions Cyprus Ltd Limassol Cyprus 100 100 100 Aker Solutions Malaysia Sdn Bhd Kuala Lumpur Malaysia 100 100 100 Aker Solutions BV Zoetermeer Netherlands 100 100 100 Aker Solutions Nigeria Ltd Lagos State Nigeria 100 100 100 Aker Egersund AS Egersund Norway 100 100 100 Aker Solutions MMO AS Stavanger Norway 100 100 100 Aker Subsea AS7 Fornebu Norway 100 100 100 Aker Solutions Inc Houston USA 100 100 100

1) As Aker Solutions has 100 percent voting rights, no non-controlling interest is recognized. 2) Changed name from Aker Subsea Pty Ltd in 2013. 3) Changed name from Thrum Energy Inc in 2013. 4) New companies in 2013. 5) Aker Solutions has 90 percent voting rights. Non-controlling interest of 10 percent is recognized. 6) Merged with Aker Clean Carbon AS and Advanced Carbon Capture AS in 2012. 7) Merged with Subsea Holding AS, Subsea House AS and SSH Engineering AS in 2013. 8) As Aker Solutions apply the anticipated acquisition method, no non-controlling interest is recognized. 9) Merged with Oil & Gas US LLC in 2013.

Assets and liabilities of operations held in group companies not owned by Aker Solutions: The assets and liabilities included in the combined carve-out financial statements which are historically not part of legal entities owned by Aker Solutions have been included as they relate to businesses which are deemed to be part of New Aker Solutions.

The table below shows assets and liabilities in Aker Solutions ASA (to be renamed Akastor ASA) and Aker Solutions AS (to be renamed Akastor AS) that are included in the combined carve-out financial statements. At the date of the planned demerger, these assets and liabilities will be owned by Aker Solutions Holding ASA or Aker Solutions Holding AS.

Amounts in NOK million 2013 2012 2011

Non current assets 158 130 12 Total assets 158 130 12

Equity (2 510) (2 544) (126) Non current liabilites 2 550 2 557 75 Current liabilties 118 117 63 Total equity and liabilities 158 130 12

- Non current assets include deferred tax asset related to tax loss carry forwards. - Non current liabilties include a bond loan of NOK 2 500 million, pension liabilities, earn out provisions related to acquisitions of entities and businesses included in Aker Solutions and deferred tax liabilites. - Current liabilites include mainly salary accruals related to employees transferred to New Aker Solutions and interest swap related to bond loan of NOK 2 500 million.

In addition, net assets of NOK 99 million as of 31 December 2013 are included related to the MMO business in AKOFS Oilfield Services Canada Inc (NOK 127 million in 2012 and NOK 101 million in 2011).

Associated companies as of December 31: Ownership (percent) Company Location Country 2013 2012 2011 Xytel India Pvt Ltd Pune India 25 25 25 Kværnhuset Industri-Inkubator AS Egersund Norway 33 33 33 Scanmet AS Stord Norway - 20 20

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Aker Solutions' book values and share of profit and loss for these investments are not significant to the combined carve- out financial statements.

Joint ventures as of December 31: Ownership (percent) Company Location Country 2013 2012 2011 K-WAC Ltd1 Middlesex UK 30 30 30 Aker Reinertsen AS Trondheim Norway 50 50 50

1) Voting rights 33 percent.

Aker Solutions' book values and share of profit and loss for these investments are not significant to the combined carve- out financial statements.

Available-for-sale as of December 31: Ownership (percent) Company Location Country 2013 2012 2011 Aker Arctic Technology OY Helsinki Finland 17 14 14

Aker Solutions' investment in the entitiy is not significant to the combined carve-out financial statements.

Note 29 Reserves

Hedging reserve The hedging reserve relates to cash flow hedges of future revenues and expenses against exchange rate fluctuations. The income statement effects of such instruments are recognized in accordance with the progress of the underlying construction contract as part of revenues or expenses as appropriate. The hedging reserve represents the value of such hedging instruments that are not yet recognized in the income statement. The underlying nature of a hedge is that a positive value on a hedging instrument exists to cover a negative value on the hedged position, see note 13 Financial income and expenses and note 20 Derivative financial instruments.

Currency translation reserve

The currency translation reserve includes exchange differences arising from the translation of the net investment in foreign operations.

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Note 30 Subsequent events

The information in this covers subsequent events after 31 December 2013.

Alliance with Baker Hughes In April 2014, Aker Solutions entered into an alliance cooperation agreement with Baker Hughes. Through this non-incorporated alliance, Baker Hughes and Aker Solutions have agreed to form an alliance to develop technology for production solutions aimed at increasing output, increasing recovery rates and reducing costs for subsea fields. The initial term of the alliance cooperation agreement is 10 years, and the agreement will automatically be extended for successive two-year terms unless terminated by either of the parties.

Refinancing of debt At July 3, 2014, Aker Solutions has entered into a credit facility in the amount of NOK 4,000 million which will be utilised in connection with consummation of the Demerger to repay debt to the Akastor Group, to cover fluctuations in working capital and to facilitate future growth.

Operating leases On August 12 2014, Aker Solutions agreed to lease a new office complex in Aberdeen for 20 years. The premises are expected to be ready for use in the second quarter of 2015. Aker Solutions will lease the buildings from the property developer Abstract (Cornwall) Ltd (ACL) for a total amount rent of GBP 7,74 million over 20 years. The first 12 months of the lease are rent-free. Aker Solutions also has options to extend the lease for three five-year periods, with the rent subject to open market review.

ACL is a subsidiary of Aker ASA.

Restructuring of the MMO business Following the recent slowdown in the maintenance, modification and operations market on the Norwegian Continental Shelf, it became clear in August and September that the MMO business had to further reduce its capacity. About 300-320 engineers will be transferred or offered a transfer to the recruitment agency Aker Advantage (a personnel company within the Akastor Group), in addition to the about 120 transferred employees already included in the June accounts. The consideration to Advantage related to the additional downsizing is estimated to be NOK 75 million.

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APPENDIX B — ARTICLES OF ASSOCIATION

B - 1 Current Articles of Association of New Aker Solutions Unofficial Translation from Norwegian

ARTICLES OF ASSOCIATION OF AKER SOLUTIONS HOLDING ASA

§ 1 The name of the Company is Aker Solutions Holding ASA. The Company is a public limited company.

§ 2 The registered address is in the county of Bærum.

§ 3 The objectives of the Company are to own or carry out industrial- and other associated businesses, management of capital and manage other functions for the Group.

§ 4 The Company’s share capital is NOK 1,000,000 divided into 100,000 shares, each having a par value of NOK 10. The Company’s shares shall be registered with a securities register.

§ 5 The Board of Directors shall consist of 3-5 members.

§ 6 Each director has a right to sign on behalf of the Company.

§ 7 The Annual General Meeting shall consider and decide on, the following matters:

1. Approval of the annual accounts and the annual report, including distribution of dividend.

2. Other matters which, by law or under the Articles of Association, are the business of the General Meeting.

B - 2 New Articles of Association for New Aker Solutions Unofficial Translation from Norwegian

ARTICLES OF ASSOCIATION OF AKER SOLUTIONS ASA

§ 1 The Company is public limited liability company. The name of the Company is Aker Solutions ASA.

§ 2 The registered address is in the county of Bærum.

§ 3 The objectives of the Company are to own or carry out industrial- and other associated businesses, management of capital and other functions for the Group, and to participate in or acquire other businesses.

§ 4 The Company’s share capital is NOK 293,807,940.12 divided into 272,044,389 shares, each having a par value of NOK 1.08. The Company’s shares shall be registered with the Norwegian Securities Register (Verdipapirsentralen).

§ 5 The Board of Directors shall consist of 6-12 members of whom 1/3 shall be elected by and among the employees of the companies within the Aker Solutions Group. Up to 3 deputy members may be elected by the shareholders.

Each of the board members elected by the shareholders will serve for a period of one to three years pursuant to further decision by the General Meeting.

§ 6 The Company shall have an election committee consisting of minimum 3 members to be elected by the General Meeting. The election committee shall prepare the election of board members. The General Meeting may adopt instructions for the election committee’s tasks.

§ 7 The Chairman alone, or two Directors jointly of whom at least one shall have been elected by the shareholders, shall have the right to sign on behalf of the Company.

§ 8 The Company shall not have more than one Managing Director.

§ 9 General Meetings shall be notified in such a form and within such a deadline that they, as a minimum, comply with the current legislation and/or regulations. The company may in the notice determine a deadline for registration of participation which shall not expire less than five (5) days prior to the General Meeting.

When documents relating to matters which shall be considered in the General Meeting have been made available to the shareholders on the company’s internet pages, legislative requirements that documents must be sent to the shareholders in printed form shall not apply. This is applicable also to such documents which, according to legislation, must be included in or attached to the notice of the General Meeting.

B - 3 Notwithstanding, a shareholder may demand to receive in printed form documents related to matters which are to be considered in the General Meeting.

The Board may decide that the shareholders may cast their vote in writing, including electronically, during a period prior to the General Meeting. For such voting an adequate method for authenticating the sender shall be applied.

The Chairman or the appointee of the Chairman shall preside at the General Meeting.

The Annual General Meeting shall consider and decide on, the following matters:

a) Approval of the annual accounts and the annual report, including distribution of dividend.

b) Other matters which, by law or under the Articles of Association, are the business of the General Meeting.

The General Meeting may be held in Oslo.

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REGISTERED OFFICE AND ADVISERS

Registered Office:

Aker Solutions Holding ASA (to be renamed Aker Solutions ASA) Snarøyveien 36 N-1364 Fornebu Norway Tel: +47 67 51 30 00 www.akersolutions.com

Joint Lead Managers:

ABG Sundal Collier Norge ASA Barclays Bank PLC Carnegie AS Munkedamsveien 45 E, Vika Atrium 5 The North Colonnade Grundingen 2, Aker Brygge N-0250 Oslo Canary Wharf N-0250 Oslo Norway London E14 4BB Norway Tel: +47 22 01 60 00 United Kingdom Tel: +47 22 00 93 00 Tel: +44 (0)20 7623 2323

Legal Advisers to the Company: (as to Norwegian Law)

Advokatfirmaet BA-HR DA Tjuvholmen allé 16 N-0252 Oslo Norway

Legal Advisers to the Managers: Legal Advisers to the Managers: (as to United States and English Law) (as to Norwegian Law)

White & Case LLP Wikborg, Rein & Co. Advokatfirma DA Biblioteksgatan 12 Eteläranta 14 Kronprinsesse Märthas pl. 1 SE-111 85 Stockholm FI-00130 Helsinki N-0160 Oslo Sweden Finland Norway

Auditor: Registrar:

KPMG AS DNB Bank ASA Sørkedalsveien 6 Registrars Department N-0306 Oslo Dronning Eufemias gate 30 Norway N-0191 Oslo Norway

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