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.