Aker Solutions ASA Registration Document

Aker Solutions ASA

Registration Document

Oslo, 22 June 2018

Joint Lead Managers:

Registration Document

Important information

This registration document (the “Registration Document”) is based on sources such as annual reports and publicly available information and forward-looking information based on current expectations, estimates and projections about global economic conditions, and in particular the economic conditions of the regions and industries that are major markets for the lines of business of the Issuer and the Group.

A prospective investor should consider carefully the factors set forth in chapter 1 “Risk factors”, and elsewhere in the Prospectus, and should consult his or her own expert advisers as to the suitability of an investment in the Bonds.

The Joint Lead Managers and/or affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Registration Document, and may perform or seek to perform financial advisory or banking services related to such instruments. The Joint Lead Managers' corporate finance department may act as manager or co-manager for the Issuer in private and/or public placement and/or resale not publicly available or commonly known.

Copies of this Registration Document are not being mailed or otherwise distributed or sent in or into or made available in the United States. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States.

Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The distribution of this Registration Document may also be limited by law in other jurisdictions, for example in Canada, Japan and the United Kingdom. No measures have been taken to obtain authorisation to distribute this Registration Document in any jurisdiction where such action is required other than Norway. Persons who receive this Registration Document are ordered by the Issuer and the Joint Lead Managers to obtain information on and comply with such restrictions.

The Norwegian FSA (Nw.: Finanstilsynet) has reviewed and approved this Registration Document pursuant to Sections 7-7 and 7-8 of the Norwegian Securities Trading and related secondary legislation, including the Prospectus Directive and EC Regulation 809/2004 regarding information contained in the Prospectus.

The Norwegian FSA has not reviewed and approved the accuracy or completeness of the information given in this Registration Document. The review performed and approval given by the Norwegian FSA relate solely to descriptions included by the Issuer in accordance with pre-defined disclosure requirements. This Prospectus was approved by the Norwegian FSA on 22 June 2018 and is valid for 12 months from the approval date.

This Registration Document should be read together with the relevant Securities Note. These documents together constitute the Prospectus (the “Prospectus”).

The content of the Prospectus does not constitute legal, financial or tax advice and potential investors should consider their own needs and if necessary seek legal, financial and/or tax advice for their own account.

Unless otherwise stated, the Prospectus is subject to Norwegian law. In the event of any dispute regarding the Prospectus, Norwegian law will apply.

The capitalised words used in this section "Important Information" and elsewhere in this Registration Document are defined in Chapter 2: "Definitions".

2 of 42 Registration Document

TABLE OF CONTENTS

1. Risk factors ...... 4 1.1 General ...... 4 1.2 Risk factors – Risks relating to the industry of the Group ...... 4 1.3 Risk Factors – Risks relating to the Group ...... 10 2. Definitions ...... 17 3. Persons responsible ...... 19 3.1. Persons responsible for the information ...... 19 3.2. Declaration by persons responsible ...... 19 4. General Information ...... 20 4.1. Third party information ...... 20 4.2. Cautionary note regarding forward-looking statements ...... 20 4.3. Other Information ...... 20 5. Statutory auditors ...... 21 6. Information about the Issuer ...... 22 6.1. History and development of the issuer ...... 22 6.2. Legal and commercial name ...... 22 6.3. Place of registration and registration number ...... 22 6.4. Date of incorporation ...... 22 6.5. Domicile and legal form ...... 22 6.6. Recent events relevant to evaluation of solvency...... 23 7. Business overview ...... 24 7.1. Information about the Issuer ...... 24 7.2. Governance structure ...... 24 7.3. Subsidiaries ...... 25 7.3.1. Subsidiaries where Aker Solutions does not have the Majority of Shares ...... 27 7.3.2. Issuer dependent upon other entities ...... 27 7.4. Strategy and Organizational Development ...... 27 7.4.1. Customer Focus ...... 28 7.4.2. Aker Solutions’ Geographical Footprint ...... 28 7.5. Financial Performance ...... 28 7.5.1. Projects Financial Results ...... 28 7.5.2. Services Financial Results ...... 29 8. Market trends and prospects ...... 30 8.1. Statement of no material adverse change ...... 30 9. Administrative, management and supervisory bodies ...... 31 9.1. Information about persons ...... 31 9.1.1. Board of Directors ...... 31 9.1.2. Management ...... 32 9.2. Administrative, management and supervisory bodies – conflicts of interest ...... 33 10. Major shareholders ...... 35 10.1. Ownership ...... 35 10.2. Measures to prevent abuse of control ...... 35 10.3. Change in control of the Issuer ...... 36 11. Financial information concerning the Issuer's assets and liabilities, financial position and profits and losses ...... 37 11.1. Historical financial information ...... 37 11.2. Financial statements ...... 37 11.3. Auditing of historical annual financial information ...... 37 11.4. Legal and arbitration proceedings ...... 37 11.5. Significant change in the Group's financial or trading position ...... 38 12. Material contracts ...... 39 13. Documents on display ...... 40 14. Cross reference list ...... 41

3 of 42 Registration Document

1. Risk factors

1.1 General Investing in the Bonds involves inherent risks. Prospective investors should consider, among other things, the risk factors set out below and in the relevant Securities Note (together, the “Prospectus”) and all information contained in the Prospectus before making an investment decision with respect to the Bonds. An investment in Bonds is suitable only for investors who understand the risk factors 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, the Issuer’s business, financial position and operating results could be materially and adversely affected.

The Issuer’s global operations and exposure to energy markets provide both opportunities and risks that may affect the Issuer’s operations, performance, finances, reputation and share price. The Issuer’s overall performance is affected by project execution, service delivery, customers’ behaviour and market developments, including fluctuations in energy prices. Results are also impacted by costs, both the Issuer’s own costs and those charged by its suppliers, as well as customers’ ability to pay. Through its business, the Issuer is exposed to legal, regulatory and political risks, such as decisions on environmental regulation and international sanctions that impact supply and demand, as well as risks associated with unethical and criminal behaviour. The Issuer is also exposed to financial market risks including changes in currency rates, interest rates, tax, credit and counterparty risks, as well as risks associated with access to and terms of financing.

The Issuer believes that the factors described below and in the relevant Securities Note present the principal risks inherent in investing in the Bonds. Risk factors relating to the Issuer’s Group and the industry of the Group is presented below, whereas risk factors relating to the Bonds are set out in the Securities Note. 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.

1.2 Risk factors – Risks relating to the industry of the Group The business, results of operations and financial condition of the 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 and other regulatory requirements.

Demand for the 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 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 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);

4 of 42 Registration Document

 the development of unconventional oil and gas reserve, 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 Oranisation of the 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;

 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 emission;

 potential acceleration of development of alternative fuels;

 trading patterns in financial derivative 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 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 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 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 Group.

The business, results of operations and financial condition of the 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.

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 Group, and, therefore, could adversely affect the Group’s profitability.

Factors affectiong 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;

5 of 42 Registration Document

 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.

The Group operates in a highly competitive industry, and if the 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 contracts of the 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 Group operates has been, and currently is, subject to strong price competition, and the 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 Group. As a response to increased price competition, the Group has, inter alia, established itself in “low cost” countries, such as Malaysia and Inda, in order to be able to compete on comparable market terms. However, strong price competition in the markets in which the Group operates could adversely affect their competitiveness and profitability and, therefore, could have a material adverse effect on the business, results of operations and financial condition of the Group.

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 longterm 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.

If the 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 Group obsolete, which could have a material adverse effect on the business, results of operations and financial condition of the Group.

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 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 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 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 Group may introduce new products or obtain patents before the Group does and, thereby, obtain a competitive advantage. If the proprietary technologies, equipment and facilities, or work processes of the Group become

6 of 42 Registration Document 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 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 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 Group’s operations in less developed or newly industrialised countries expose the Group to additional risks created, inter alia, by political unrest.

The Group has a strategy to continue and expand operations in many less developed or newly industrialised countries, such as countries in South America, 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 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 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 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 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 Group” below in this chapter 1.2 (“Risk Factors — Risks Relating to the Industry of the Group”.

Certain of the countries in which the 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 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, 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;

 the use of mandatory conversion to local non-convertible currency;

 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.

These practices could adversely affect the 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 Group to business practices that are not compatible with its business standards and policies despite the compliance program that the Group has

7 of 42 Registration Document implemented. As the 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. 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 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 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 Group.

The 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.

The 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 the Issuer believes the Group is well prepared to operate in challenging markets. The Group also has a whistle blowing channel where employees can report their concerns. However, there can be no assurance that the policies and procedures of the Group will be effective in preventing violations of applicable anti-corruption and anti-bribery laws and regulations.

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 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 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 Group operates. For example, the United States have been increasing sanctions on Russia, where the Group has certain limited 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. The Norwegian Government implemented substantially similar sanctions against Russia on 15 August 2014, which were tightened 10 October 2014.

The 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 Group will be effective and that the 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 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 Group.

8 of 42 Registration Document

Construction and maintenance sites are inherently dangerous workplaces, and failure by the Group to maintain safe work sites could have a material adverse effect on its business, reputation, results of operations and financial condition.

The Group is 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 Group and customers’ sites where the 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 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 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 operations and financial condition of the Group.

The 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 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 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 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 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 Group is successful in defending a claim, it could be timeconsuming 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 Group may elect not to purchase the Group’s services if they view its safety record as unacceptable, which could cause the 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.

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 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 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.

9 of 42 Registration Document

If the new regulations, operating procedures and possibility of increased legal liability are viewed by current or future customers of the Group as a significant increased financial burden on drilling, this is likely to affect the supply and demand for the equipment and services of the Group. In addition, government agencies could issue new safety and environmental guidelines or regulations for drilling 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 Group’s equipment and services, which could have material adverse effect on the business, results of operations and financial condition of the Group.

The 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 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 order, including orders to investigate and/or clean up contamination.

Failure on the part of the 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 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 Group’s operations, and from time to time such claims have been made. The cost of cleaning sites used by the 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 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.

Environmental requirements and regulations typically impose strict liability; therefore, the 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. 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 Group.

1.3 Risk Factors – Risks relating to the Group The business of the 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 Group may experience reduced profits or, in some cases, losses under these contracts if costs increase above its estimates.

The 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.

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,

10 of 42 Registration Document then cost overruns may occur and the Group could experience (as it has in the past) reduced profitability or, in some cases, a loss for that project.

Generally, cost overruns caused by inaccurate assumptions, design issues or manufacturing errors will not relieve the 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 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 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 Group.

In addition, the 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 Group.

Failure by the 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 Group.

The projects of the 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 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 Group to incur financial liabilities. 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 Group’s commercial contracts are negotiated on a case-by-case basis with customers and suppliers. Although the 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 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 Group’s reputation in the industry with customers, third-party partners, suppliers and sub- contractors.

The 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 Group’s Business. In certain markets, the Group is dependent upon a single customer (typically government-controlled oil companies). Revenue from the largest customer of the Group across all business areas represented in total 26 per cent, 32 per cent and 31 per cent of the Group’s revenue for the years ended 31 December 2015, 2016 and 2017, 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. A loss of business from a significant customer, such as Petrobras, Equinor or Total, or reduction of work in one or more of the 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.

11 of 42 Registration Document

Further, the 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 Group.

In addition, the Group’s dependency on a limited number of significant customers, and concentration of the 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 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 the first quarter of 2018, the Group’s order backlog totalled NOK 37.6 billion. The 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 Group are subject to cancellation, termination or suspension at the discretion of the customer and other conditions beyond the control of the Group. In addition, many of the contracts in the current order backlog of the 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. The contracts in the order backlog of the 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.

The Group is dependent on services from third parties to complete many of its contracts.

A significant portion of revenue under the contracts of the 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 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 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 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 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 Group is dependent on functioning logistics and transportation. Problems in the 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 Group.

Any failure by the 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 Group.

As at the date of this Prospectus, projects in the North Sea region are the principal sources of revenue for the Group with approximately two-thirds of the Group’s order backlog coming from this region for the first quarter of 2018. 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 the North Sea and, therefore, reduced demand for the services and products of the Group in this region.

12 of 42 Registration Document

The strategies of the 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 Group.

Failure to protect intellectual property rights or otherwise information or trade secrets used in the services and products used or owned by the Group or invalidation, circumvention, or challenges to intellectual property rights used or owned by the Group could have a material adverse effect on the Group’s competitive position.

The business of the 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 Group continuously invests in research and development to develop new products and services. The 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 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 Group could have a material adverse effect on the Group’s competitive position.

The 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 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 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 Group, which could have a material adverse effect on the business, results of operations and financial condition of the Group.

Technology or intellectual property disputes involving the Group, its suppliers or subsuppliers could increase the costs of the 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 Group.

The products and services of the 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 Group may include use of intellectual property rights owned by the suppliers or sub-suppliers of the Group. If the Group, or any of its suppliers or subsuppliers, 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 for the 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 Group.

The timely delivery of the required materials and components is essential to the business of the 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 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 Group’s 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 Group.

Participation in partnerships, joint arrangements and other types of cooperation exposes the Group to risks and uncertainties, many of which are outside of its control.

As is common in the 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

13 of 42 Registration Document

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 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 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 Group.

The 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 Group” in chapter 1.2 “Risk Factors — Risks Relating to the Industry of the Group”.

The 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 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 Group

The success of the Group is dependent upon its ability to hire, retain, and utilise qualified personnel and senior management.

The success of the business of the 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 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, Africa and other jurisdictions with strong local content requirements, the 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 Group as the business of the Group is dependent on its employees and subcontractors creating and delivering solutions and engineering.

In addition, the cost of providing the services of the 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 Group.

Labour interruptions could have a material adverse effect on the business, results of operations and financial condition of the Group.

As of the fourth quarter 2017, the Group’s Business had approximately 14,000 employees in about 20 countries. In addition, the Group purchases services from sub-contractors globally. Many of the Group’s employees as well as those of its subcontractors are organised in labour unions. Strikes or other labour unrest or interruptions could prevent or hinder the Group’s services from being carried out normally. Furthermore, labour actions could affect the transportation industry or other industries on which the Group relies, which could cause delays in the Group’s provision of services. Any labour actions affecting the 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 Group.

Delayed payment of significant amounts payable from customers could have a material adverse effect on the liquidity of the Group.

From time to time, the 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 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,

14 of 42 Registration Document for any reason, this could have a material adverse effect on the 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 Group.

The outcome of claims and litigation could have a material adverse effect on the business, results of operations and financial condition of the Group.

The nature of the business of the Group sometimes results in customers, subcontractors, coventures or vendors presenting claims for, among other things, recovery of costs related to certain projects. Similarly, the 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 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 Group is party to litigation in its normal course of business. Any claims against the Group could harm their reputation and could result in professional liability, product liability, criminal liability, warranty obligations and other liabilities that, to the extent the 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 Group.

The 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 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. As per 31 December 2017, the Group’s liquidity reserve amounted to NOK 5,728 million (cash NOK 1.978 million and RCF NOK 3.750 million).

In the future, the 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 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. 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 Group’s results of operations and factors that affect such results, could affect the Group’s ability to borrow additional funds as well as the cost and other terms of funding.

If the financing available to the Group is insufficient to meet its financing needs, the 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 Group’s financing needs or would not result in the Group being placed in a less competitive position.

The 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 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.

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. The Group is also exposed to contingent currency exposure in tender to contract situations, and the Group’s policy also requires Group companies to hedge or otherwise mitigate contingent exposures. However, there can be no assurance that any hedging policy or strategies adopted by the

15 of 42 Registration Document

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.

Interest rate fluctuations could have a material adverse effect on the results of operations and financial condition of the Group.

The Group faces risks associated with its interest-bearing debt. As at 31 December 2017, the current and non- current borrowings of the Group amounted to NOK 3,115 million. The credit facilities of the Group accrue interest at floating rates with interest periods from one to six months. The policy of the Group is to maintain approximately 30 to 50 per cent of its borrowings at fixed rates.

For floating rate debt, changes in market interest rates and interest margins would affect the current interest expenses and future refinancing costs of the 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 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 Group, especially its level of indebtedness, the Group’s credit ratings, or other factors. There can be no assurance that the 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.

The insurance coverage of the 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 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.

Most of the insurance policies of the 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.

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 Group.

16 of 42 Registration Document

2. Definitions

Aker Solutions or Issuer Aker Solutions ASA, incorporated under the laws of Norway with business registration number 913 748 174.

Annual Report 2017 Aker Solutions Annual Report of 2017, incorporated by reference, see chapter 11.1 and 14.

Annual Report 2016 Aker Solutions Annual Report of 2016, incorporated by reference, see chapter 11.1 and 14.

Articles of Association The Issuer’s articles of association, see chapter 16.1

Bonds The debt instruments issued by the Issuer pursuant to the Bond Agreement

Bond Agreement That certain agreement entered into between Aker Solutions and Nordic Trustee AS, a company existing under the laws of Norway with registration number 963 342 624 and LEI-code 549300XAKTM2BMKIPT85 (on behalf of the Bondholders), dated 23 January 2018 regarding the Bond Issue

Bond Issue The bond issue constituted by the Bonds

Bondholder A holder of Bonds

EBIT Earnings Before Interest & Taxes

EC Regulation 809/2004 Commission Regulation (EC) no. 809/2004 implementing the Prospectus Directive as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements

Financial Statements The Issuer’s audited consolidated financial statements as of and for the years ended 31 December 2017 and 31 December 2016 and the Guarantor’s audited financial statements as of and for the years ended 31 December 2017 and 31 December 2016

Financial Statements The Issuer’s audited consolidated financial statements as of and for the years ended 31 December 2017 and 31 December 2016

Group The Issuer and its subsidiaries

Group Company Each of the Issuer’s subsidiaries

Group’s Business The business of the Group as defined in chapter 7

IFRS International Financial Reporting Standards as adopted by the European Union, the interpretations adopted by the International Accounting Standards Board (IASB) and the additional requirements of the Norwegian Accounting Act.

Joint Lead Managers Together: DNB Bank ASA, DNB Markets and Nordea Bank AB (publ), branch in Norway, Skandinaviska Enskilda Banken AB (publ) and Swedbank Norge, Branch of Swedbank AB (publ)

Listing The listing of the Bonds on Oslo Stock Exchange (Nw.: Oslo Børs)

Management The senior management group of Aker Solutions ASA

NOK Norwegian kroner

Norwegian FSA The Financial Supervisory Authority of Norway (Nw.: Finanstilsynet)

KPMG KPMG AS (registration number 935 174 627)

17 of 42 Registration Document

Norwegian Securities Trading Act Norwegian Securities Trading Act of 29 June 2007 no. 75

Norwegian Public Limited Liability Norwegian Public Limited Liability companies act of 13 June 1997 no. Companies Act 45 (Nw.: Allmennaksjeloven)

OPEC Organisation of the Petroleum Exporting Countries

PAS Production Asset Services

Prospectus This Registration Document together with the relevant Securities Note constitutes the Prospectus.

Prospectus Directive Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectuses to be published when secirities are offered to the pulic or admitted to trading and amending Directive 2001/34/EC

Registration Document This Registration Document dated 22 June 2018

Securities Note Any Securities Note made in accordance with chapter 7 of the Norwegian Securities Trading Act for the purpose of issuing securities during the validity period of this Registration Document.

SLS Subsea Lifecycle Services

USD United States dollars

VPS or VPS System The Norwegian Central Securities Depository (Nw.: Verdipapirsentralen).

18 of 42 Registration Document

3. Persons responsible

3.1. Persons responsible for the information The person responsible for the information given in this Registration Document is:

Aker Solutions ASA, Oksenøyveien 8, NO-1366 Lysaker, Norway.

3.2. Declaration by persons responsible

Responsibility statement

Aker Solutions ASA confirms that, having taken all reasonable care to ensure that such is the case, the information contained in this Registration Document is, to the best of its knowledge, in accordance with the facts and contains no omissions likely to affect its import.

Lysaker, ______2018

Aker Solutions ASA

______

Name:

Title:

19 of 42 Registration Document

4. General Information

This chapter provides general information on the presentation of financial and other information, as well as the use of forward-looking statements, in this Registration Document. You should read this information carefully before continuing.

4.1. Third party information

If not otherwise indicated, the Issuer is the source of information in this Registration Document. Information which has been sourced from a third party has been accurately reproduced. As far as the Issuer is aware and able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.

4.2. Cautionary note regarding forward-looking statements

This Prospectus is based on sources such as annual reports and publicly available information and includes forward-looking statements that reflect the Issuer’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, future earnings, the solution to contractual disagreements with counterparties, 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 historical facts.

Prospective investors in the Bonds are cautioned that forward-looking statements are not guarantees of future performance and that the Group’s actual financial position, operating results 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. Although it is believed that the expectations are based upon reasonable assumptions, the Issuer cannot guarantee that the intentions, beliefs or current expectations that these forward-looking statements are based will occur.

Except as required according to Section 7-15 of the Norwegian Securities Trading Act, the Issuer 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 Group or to persons acting on the behalf of the Group are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this Prospectus.

4.3. Other Information

In this Prospectus, all references to “NOK” are to the lawful currency of Norway, all references to “EUR” are to the lawful currency of the EU and all references to “U.S. dollar”, “US$”, “USD”, or “$” are to the lawful currency of the United States of America.

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

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.

20 of 42 Registration Document

5. Statutory auditors The independent auditor of the Issuer for the period covered by the financial information discussed in the Prospectus has been KPMG. KPMG is member of The Norwegian Institute of Public Accountants (Nw: Den Norske Revisorforening).

KPMG’s contact information: Sørkedalsveien 6, 0369 Oslo, Norway. Telephone +47 454 04063.

KPMG’s’ registration number: 935 174 627

The auditor’s report to the Financial Statements is included by reference in chapter 14. Other than this report, neither KPMG nor any other auditor has audited or reviewed any accounts of the Group or produced any report on any other information provided in this Prospectus.

21 of 42 Registration Document

6. Information about the Issuer

6.1. History and development of the issuer The history of the 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 the second quarter of 2011, Aker Solutions decided to demerge its EPC-business. Through the demerger, Kværner ASA (Kvaerner), a company established for the purpose of the demerger, was listed on the Oslo Stock Exchange on 8 July 2011.

On April 29, 2014, the board of directors announced their strategy for the development of the former Aker Solutions group, thereunder their intention to propose to the company’s shareholdet that the group be split into two companies. Following this proposal, the shareholders approved on August 12 2014, a demerger pursuant to which the activities pertraining to Subsea, Umbilicals, Maintenance, Modifications and Operations and Engineering where spun-off ino the new company, Aker Solutions ASA. The former Aker Solutions ASA changed its name to Akastor ASA, which is an oil-service investment company with a portfolio of companies in the oilfield services industry.

In recent years, the Group has completed a number of important transactions as a part of the 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 Group.

6.2. Legal and commercial name The legal name of the Issuer is Aker Solutions ASA, and the Issuer is operating under the commercial name Aker Solutions and AKSO.

6.3. Place of registration and registration number The Issuer is registered in the Norwegian Register of Business Enterprises (NW.: Foretaksregisteret) with the registration number 913 748 174.

The Issuer’s registered business address is: Oksenøyveien 8, 1366 Lysaker. Norway.

6.4. Date of incorporation The Issuer was incorporated on 23 May 2014 (as part of the demerger from Akastor ASA).

6.5. Domicile and legal form The Issuer is a Norwegian public limitied liability company and regulated by the Norwegian Public Limited Liability Companies Act (Nw.: Allmennaksjeloven) and supplementing Norwegian laws and regulations.

The Issuer’s registered business address is: Oksenøyveien 8, 1366 Lysaker, Norway.

Phone: +47 67 51 30 00 Facsimile: +47 67 51 30 10

Website: www.akersolutions.com.

For a full description of the Issuer and the Group, please also see chapter 7 “Business overview”.

22 of 42 Registration Document

6.6. Recent events relevant to evaluation of solvency There are no recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer’s solvency.

23 of 42 Registration Document

7. Business overview

7.1. Information about the Issuer The Issuer is the parent company in the Group. Aker Solutions is a global provider of products, systems and services to the oil and gas industry. Its engineering, design and technology bring discoveries into production and maximize recovery. Building on almost 200 years of technological and engineering excellence, Aker Solutions’ vision is to be a leader in forging a substainable future for our industry and the world it serves.

Oil and gas remains central to Aker Solutions business. Aker Solutions has played a key role in bringing down costs in the industry, enabling more projects to move ahead. The Issuer rounded off 2017 with a strong order intake. Solid execution on major projects globally and significant efficiency improvements are supporting margins amid increasing signs of a market recovery.

From subsea to surface and concept to decommissioning, the Issuer’s technical expertise and strong partnerships provide energy companies what they need to succeed. Combined with its long history of engineering for the most challenging environments, the Issuer’s approach delivers superior performance for customers and shareholders worldwide. Aker Solutions is focused on sustainable solutions. Subsea is already playing a major role, but Aker Solutions is also branching out to put its expertise harder to work on gas developments, carbon capture and offshore wind.

Building on nearly two centuries of technological and engineering excellence, Aker Solutions is committed to finding solutions to bring energy resources safely and cost-effectively into production, maximize recovery and minimize the environmental footprint. The company provides products, systems and services ranging from concept studies and front-end engineering to subsea production systems and services for enhancing and extending the life of a field. The main customers are international, national and independent energy companies.

As an industrial owner controlling 34.76 percent of the shares in Aker Solutions through direct and indirect shareholding, Aker ASA takes an active role in the development of Aker Solutions.1

Aker Solutions has approximately 14,000 employees in about 20 countries around the world.

7.2. Governance structure

The governance structure of Aker Solutions is set out below. This structure forms the basis for management and segment reporting in the financial statements, including the Issuer’s consolidated annual accounts for the full financial year 2017. Customer Management, Front End, Products and Projects are reported in the segment

1 Aker Kværner Holding AS owns 40.56 per cent of Aker Solutions ASA. Aker ASA owns 70 per cent of Aker Kværner Holding AS. Aker ASA owns 6.37 per cent of Aker Solutions ASA. Total indirect and direct shareholding in Aker Solutions ASA for Aker ASA is 34.76 per cent.

24 of 42 Registration Document called "Projects" whereas Services with focus on life-of-field offerings is reported in the segment called "Services".

7.3. Subsidiaries The Issuer has 52 subsidiaries in 24 countries at the reporting date. Aker Solutions AS in Norway is the only company that individually accounts for more than 10 percent of the revenue in the Group and is considered material. The Group holds the majority of the shares in all subsidiaries except two, see description on next page. Subsidiaries fully owned or controlled by Aker Solutions as of December 31, 2017 are listed below on next page. If not stated otherwise, ownership equals the percentage of voting shares.

25 of 42 Registration Document

26 of 42 Registration Document

7.3.1. Subsidiaries where Aker Solutions does not have the Majority of Shares Aker Solutions has 49 percent of the shares in Aker Solutions Enterprises LDA in Angola and 48 percent in Aker Solutions APAC Sdn Bhd in Malaysia. Aker Solutions has control over relevant activities through shareholders agreements. The subsidiaries are fully consolidated and the non-controlling interest share of profit and equity is presented in the income statement and in the balance sheet.

7.3.2. Issuer dependent upon other entities The Issuer receives revenues in form of dividends and group contribution from its subsidiaries, and is therefore dependent on its subsidiaries’s operational activities and their ability to generate positive cash flows.

7.4. Strategy and Organizational Development Aker Solutions’s strategy builds on its vision to be a leader in forging a sustainable future for the global energy industry and the world it serves. The company provides solutions to safely and sustainably develope, operate and retire customers’ energy assets. These efforts are reinforced through alliances with other businesses that aim to deliver innovative and cost-effective solutions. Aker Solutions also develops solutions to decarbonize the industry, including carbon capture and offshore electrification.

Aker Solutions in 2017 introduced a new strategy aimed at further strengthening its competitiveness and ability to serve customers. The strategy has five main priorities: customers, partnerships, innovation, operational excellence and services. It is underpinned by the company’s continuous improvement efforts and push to develop and deploy new and existing digital technologies.

A key strategic objective is to drive digital transformation at Aker Solutions. The company last year allocated about half of all research and development (R&D) investments to digital initiatives. It accelerated efforts to develop digital solutions that improve the efficiency of energy developments. This includes the PUSH program, which was initiated in 2016 to develop software that adds value, cuts costs and improves schedules for field

27 of 42 Registration Document developments and operations. The program has already developed applications that develop front-end concepts more efficiently and accurately, optimizing the return on investment and reducing risk in field development. Aker Solutions also develops data structures to build and maintain digital twins for energy assets.

Building on these efforts, the Issuer in 2018 formed a longterm strategic collaboration with software company Cognite. Aker Solutions will use Cognite's industrial data platform to collect and analyze large volumes of data from offshore energy installations, providing solutions that will enable customers to make informed decisions about an energy asset at any stage of its lifetime.

Aker Solutions in 2017 fully implemented a reorganization that streamlined the business structure to better reflect its workflow from early engagement with customers to project execution and through to life-of-asset services and decommissioning. It replaced the business-area structure with the following delivery centers: Customer Management, Front End, Products, Projects and Services.

The Issuer concluded the first phase of its global cost efficiency improvement program, #thejourney. The program, initiated in 2016, is now entering a second phase emphasizing continuous improvement. Aker Solutions has been simplifying its work methods, organizational setup and geographic footprint to drive improvements across the business. The Issuer is also standardizing its products and services and boosting efficiency through innovation and digital technologies.

Also during 2017, Aker Solutions deepened its collaboration within the industry, including by working for the International Association of Oil & Gas Producers (IOGP) to help drive greater standardization across the sector. The company continued to work with partners that are leaders in their fields of expertise, such as ABB, MAN Diesel & Turbo, Saipem, NOV, Alcatel and SBM Offshore. These collaborations span the offshore value chain and work to develop solutions that will reduce costs, improve productivity and enhance the environmental performance of energy developments.

The Issuer last year also invested in offshore floating wind power technology company Principle Power Inc., marking its entry into a growing renewable energy market. The two companies formed a partnership that will utilize Aker Solutions’ offshore expertise, especially in floating facilities, to bring Principle Power's technology to a broader market.

Aker Solutions operates in a fast-paced and competitive landscape characterized by recent structural changes. The Issuer will continue to monitor this landscape and opportunistically consider new strategic partnerships and acquisitions that will strengthen its competitiveness.

7.4.1. Customer Focus Aker Solutions aims to provide the best experience in the industry for its customers, which include major integrated oil and gas companies, national oil companies and independent exploration and production companies. The company in 2017 sharpened its focus on delivering value to clients by further strengthening its global customer management team.

Aker Solutions’ collaboration with customers has helped improve the overall economics and performance of key offshore oil and gas developments. Working closely with customers, particularly from the earliest phases of an energy project, enables a more integrated and holistic approach to finding effective solutions across the full development and production lifecycle.

Building on this approach, Aker Solutions in 2017 deepened its collaboration with Aker BP and Subsea 7 through an alliance of all three companies formed the prior year. The collaboration is based on a business model where risks and rewards are shared by all parties and the operator and suppliers work as one integrated team over several projects to find and reuse the most cost efficient solutions. Aker Solutions will continue to pursue opportunities to engage and collaborate with its customers.

7.4.2. Aker Solutions’ Geographical Footprint Aker Solutions is pursuing international growth while safeguarding its existing market positions. The company is represented in all major offshore oil and gas basins around the world from the Gulf of Mexico and Brazil to the North Sea, Africa, Middle East and Southeast Asia. The ongoing market slowdown in 2017 posed challenges for the global oil and gas industry. Aker Solutions took additional steps to streamline its global footprint while safeguarding the capabilities required to take advantage of future opportunities.

7.5. Financial Performance

7.5.1. Projects Financial Results The Projects segment provides front end engineering, greenfield engineering and procurement, brownfield maintenance, modifications, hook-up and subsea equipment and systems. The segment aims to deliver world-

28 of 42 Registration Document class project execution by building excellence in project management, engineering, fabrication and offshore construction. The Projects segment is externally reported in two sub-segments: subsea and field design.

Projects revenue declined to NOK 17.7 billion in 2017 from NOK 20.6 billion the year before, mainly related to the subsea sub-segment, partially offset by higher revenue in the field design sub-segment. The EBIT margin2 increased to 3.4 percent from 2.3 percent a year earlier. Excluding special items, the EBIT margin was 4.4 percent compared with 4.8 percent a year earlier.

The full-year order intake was NOK 18.2 billion in 2017, up from NOK 13.6 billion the prior year. The order backlog was NOK 24.8 billion at the end of 2017 versus NOK 22.3 billion a year earlier.

7.5.2. Services Financial Results The Services segment provides subsea lifecycle services (SLS) and production asset services (PAS). The SLS part is mainly related to installation, operations and maintenance support services related to subsea equipment. The PAS part is mainly related to outsourced asset management services, maintenance of offshore infrastructure and asset integrity management services. A key strategic objective of the Issuer is to strengthen and grow its services business globally, positioning Aker Solutions as a partner of choice for customers.

Services revenue declined to NOK 4.6 billion in 2017 from NOK 5 billion the year before, mainly related to the subsea lifecycle services area, partially offset by slightly higher revenue in the production asset services area. The EBIT margin increased to 9.4 percent from 9.1 percent a year earlier. Excluding special items, the EBIT margin was 9.5 percent compared with 9.4 percent a year earlier.

The full-year order intake was NOK 5.1 billion in 2017, up from NOK 3.5 billion the prior year. The order backlog was NOK 9.7 billion at the end of 2017 versus NOK 8.8 billion a year earlier.

2 EBIT is short for earnings before interest and taxes. EBIT corresponds to “operating income” in the consolidated income statement in the annual report. Margins such as EBITDA margin and EBIT margin are used to compare relative profit between periods. EBITDA margin and EBIT margin are calculated as EBITDA or EBIT divided by revenue. For further information, plese see page 112 of the Issuer’s 2017 Annual Report.

29 of 42 Registration Document

8. Market trends and prospects Aker Solutions’ financial performance primarily depends on activity in global oil and gas markets.

While markets remained challenging in 2017, there was a gradual pickup in activity during the year, particularly offshore Norway. Most notably, Aker Solutions saw high demand for front-end engineering and secured key brownfield and greenfield contracts, including for subsea projects in Norway.

There are increasing signs of a recovery because of higher oil prices and declining development costs. Natural gas prices are more stable due to the market’s improving ability to match supply and demand. Increased demand for gas, especially in Asia, is expected to continue. Additional investments in liquefied natural gas are seen to be needed to ensure a long-term balance.

Lower break-even prices, simpler field architecture and more effective collaboration are spurring new developments. Several large oil and gas projects were sanctioned last year at costs as much as 50 percent lower than seen two to three years ago. The Issuer expects to see more projects being sanctioned in 2018 amid continued fierce competition. Aker Solutions margins were last year helped by improved operations and cost reductions. These efforts are expected to continue supporting margins in 2018.

Longer term, the outlook remains positive. Declining reserves and lower oil and gas production in many parts of the world are expected to generate investments in new developments and increased recovery from existing fields. Aker Solutions is well placed in key regions to provide the capabilities and technology to lower development costs, improve recovery rates and reduce the industry’s environmental footprint.

8.1. Statement of no material adverse change There has been no material adverse change in the prospects of the Issuer since the date of its last published audited financial statements.

There are no known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Issuer’s prospects.

30 of 42 Registration Document

9. Administrative, management and supervisory bodies

9.1. Information about persons

9.1.1. Board of Directors Aker Solutions’ board has eight directors. Five directors are elected by shareholders, and three directors are elected by and among the employees.

The table below lists the members of the Board of Directors of the Issuer as of the date of this Registration Document:

Name Position Business address Øyvind Eriksen Chairman Aker Solutions ASA, Oksenøyveien 8, NO-1366 Lysaker, Norway. Birgit Aagaard-Svendsen Director Aker Solutions ASA, Oksenøyveien 8, NO-1366 Lysaker, Norway. Kristian Røkke Director Aker Solutions ASA, Oksenøyveien 8, NO-1366 Lysaker, Norway. Koosum Kalyan Director Aker Solutions ASA, Oksenøyveien 8, NO-1366 Lysaker, Norway. Henrik O. Madsen Director Aker Solutions ASA, Oksenøyveien 8, NO-1366 Lysaker, Norway. Atle Teigland Director Aker Solutions ASA, Oksenøyveien 8, NO-1366 Lysaker, Norway. Hilde Karlsen Director Aker Solutions ASA, Oksenøyveien 8, NO-1366 Lysaker, Norway. Oddvar Hølland Director Aker Solutions ASA, Oksenøyveien 8, NO-1366 Lysaker, Norway.

Øyvind Eriksen, Chairman Øyvind Eriksen is President & CEO of Aker ASA, which is the main shareholder of Aker Solutions holding 6.37 percents shares directly and 40.56 percent shareholding via Aker Kværner Holding AS. Eriksen holds a law degree from the University of Oslo. He joined Norwegian law firm BA-HR (now Advokatfirmaet BAHR AS) in 1990, where he became a partner in 1996 and a director/chairman from 2003. At BA-HR, Eriksen worked closely with Aker and Aker’s main shareholder, Kjell Inge Røkke. Eriksen is executive chairman of the board of Aker Kværner Holding AS and Aker BP ASA, and board member of several companies, including The Resource Group TRG AS, TRG Holding AS and Reitangruppen AS. While Eriksen holds no shares or stock options in the Issuer directly, he has an ownership interest through his holding of 219,072 shares in Aker ASA and 0.20 percent of the shares in TRG Holding AS through a privately owned company. Eriksen is a Norwegian citizen. He has been elected for the period 2018-2020.

Birgit Aagaard-Svendsen, Director

Birgit Aagaard-Svendsen has more than 35 years of international business experience including several years within the shipping and offshore industries. She served as Chief Financial Officer of J. Lauritzen shipping company for 18 years and has been the chairperson of the Danish committee on corporate governance. She has a Bachelor of Science in engineering from the Technical University of Denmark and a Graduate Diploma in Business Administration from the Copenhagen Business School. Aagaard-Svendsen is a board professional with extensive board experience. Her current directorships include the boards of DNV GL, Prosafe and West of England, for all of which she serves as the chairperson of the audit committee. As of April 18, 2018, she holds 25,000 shares, but no stock options in Aker Solutions ASA. Aagaard-Svendsen is a Danish citizen. She has been elected for the period 2018-2020.

Kristian Røkke, Director

Kristian Røkke has experience from offshore services and shipbuilding in several companies in the Aker group. Prior to assuming his current position as Chief Investment Officer of Aker ASA, Kristian Røkke served as CEO of Akastor ASA, a publicly listed oil service investment company. Before that, he spent several years in various operational and executive roles at Philly Shipyard. He has an MBA from The Wharton School of the University of Pennsylvania. As of April 18, 2018, he holds no shares or stock options in Aker Solutions ASA. Røkke is both a Norwegian and U.S. citizen. He has been elected for the period 2018-2020.

Henrik O. Madsen, Director

31 of 42 Registration Document

Henrik O. Madsen has worked more than 25 years for DNV/DNV GL in a number of scientific research and management positions, and served as the President and CEO of the company from 2006 to 2015. He holds a PhD in civil and structural engineering from the Technical University of Denmark, where he also serves as adjunct professor. In 2002, he was appointed a technology pioneer by the United States Offshore Energy Center’s Technology Hall of Fame. Madsen is currently the chairperson of the Norwegian Research Council. He has published several books and papers on structural safety and reliability. As of April 18, 2018, he holds no shares or stock options in Aker Solutions ASA. Madsen is a Danish citizen. He has been elected for the period 2018-2020.

Koosum Kalyan, Director Koosum Kalyan served as a Senior Business Development Manager of African Exploration Oil and Gas of Shell International Exploration from 2000 to 2008. Prior to joining Shell, Kalyan was Senior Economist at the Chamber of Mines of South Africa and was an economist at the Electricity Commission of Victoria Melbourne Australia. 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 non-executive Chairman of EdgoMerap (Pty) Ltd. She currently serves as a non-executive director on the boards of Mobile Telephone Networks Holding (MTN Group Ltd) and Angle American South Africa as well as being a senior advisor non-executive of BCG. Kalyan has also lectured on the Africa Program at Harvard Business School and Wharton Business School. Kaylan is a South African citizen. As of 18 April 2018, she holds no shares in the company and has no share options. She has been elected the period 2018-2020.

Atle Teigland, Director Atle Teigland was elected by the employees of Aker Solutions to the board of directors in October 2004. He also served on the boards of Aker ASA and Aker RGI for several years. Teigland is a group union representative for Aker Solutions on a full-time basis and has been employed by Aker Solutions since 1978. Teigland is a certified electrician. As of April 18, 2018, he holds 8,751 shares in the Issuer and has no stock options. Teigland is a Norwegian citizen. He has been elected for the period 2017-2019.

Hilde Karlsen, Director Hilde Karlsen was elected by the employees of Aker Solutions to the board of directors in March 2011. She is a group union representative for Aker Solutions on a full-time basis and has been employed by Aker Solutions since 1992. Karlsen has held various positions at Aker Solutions and is now specialist engineer in the projects center. She was the employees representative of the Kværner Oil and Gas Board from 1993-2003. Karlsen has a Bachelor of Science in mechanical engineering from Norway’s Narvik University College. As of April 18, 2018, she holds 5,363 shares in the Issuer and has no stock options. Karlsen is a Norwegian citizen. She has been elected for the period 2017-2019.

Oddvar Hølland, Director Oddvar Hølland was elected by the employees of Aker Solutions to the board of directors in April 2017. He serves as deputy for employee-elected director Arild Håvik who will be on a leave of absence for the remainder of the election period. Hølland also serves on the board of Aker Pensjonskasse. He has been employed by Aker Solutions since 1986 and has been involved in local union work since 1991. Hølland is a sheet metal worker. As of April 18, 2018, he holds 16,179 shares in the Issuer and has no stock options. Hølland is a Norwegian citizen. He has been elected for the period 2017-2019.

9.1.2. Management The executive management team of Aker Solutions ASA (the “Management”) consists of:

Name Position Business address Luis Araujo Chief Executive Officer (CEO) Aker Solutions ASA, Oksenøyveien 8, NO- 1366 Lysaker, Norway. Svein Stoknes Chief Financial Officer (CFO) Aker Solutions ASA, Oksenøyveien 8, NO- 1366 Lysaker, Norway. Dean Watson Chief Operating Officer Aker Solutions ASA, Oksenøyveien 8, NO- 1366 Lysaker, Norway. Mark Riding Executive Vice President, Aker Solutions ASA, Oksenøyveien 8, NO- Strategy 1366 Lysaker, Norway. Valborg Lundegaard Executive Vice President, Aker Solutions ASA, Oksenøyveien 8, NO- Customer Management 1366 Lysaker, Norway. Knut Nyborg Executive Vice President, Front Aker Solutions ASA, Oksenøyveien 8, NO- End 1366 Lysaker, Norway. Egil Boyum Executive Vice President, Aker Solutions ASA, Oksenøyveien 8, NO- Products 1366 Lysaker, Norway.

32 of 42 Registration Document

Knut Sandvik Executive Vice President, Aker Solutions ASA, Oksenøyveien 8, NO- Projects 1366 Lysaker, Norway. David Clark Executive Vice President, Aker Solutions ASA, Oksenøyveien 8, NO- Services 1366 Lysaker, Norway.

Luis Araujo, Chief Execute Officer Luis Araujo was named CEO in July 2014 after joining Aker Solutions in 2011 as president for the Issuer’s Brazilian operations. The Brazilian has more than 30 years of oil and gas industry experience, including senior posts in GE, Wellstream, ABB and FMC Technologies. He has a BEng in mechanical engineering from Gama Filho University in Brazil and an MBA from the University of Edinburgh in Scotland.

Svein Stoknes, Chief Financial Officer Svein Stoknes was named CFO in September 2014. The Norwegian joined Aker Solutions in 2007 and has held numerous key posts, including as head of finance of Aker Solutions’ subsea business. Stoknes graduated from the Norwegian School of Management and has an MBA from Columbia Business School.

Dean Watson, Chief Operating Officer Dean Watson was named Chief Operating Officer in September 2016. The Briton has more than 20 years of oil industry experience, much of it in various leadership and operational management positions with Schlumberger. He holds a BEng in mechanical engineering from the University of Newcastle upon Tyne in England.

Mark Riding, Executive Vice President, Strategy Mark Riding was appointed head of strategy in November 2016. The Briton joined Aker Solutions in 2011 and has more than 30 years of oil industry experience, much of it in international management posts in Schlumberger, but most recently as chief of strategic marketing and organizational development in Aker Solutions. He has a BSc in mining engineering from the University of Birmingham, UK.

Valborg Lundegaard, Executive Vice President, Customer Management Valborg Lundegaard was named head of the customer management delivery center in November 2016. The Norwegian chemical engineer has more than 20 years of oil and gas industry experience, including as president of Aker Engineering and Technology and as head of Aker Solutions’ engineering business area. She has a degree from the Norwegian University of Science and Technology.

Knut Nyborg, Executive Vice President, Front End Knut Nyborg was appointed head of the front end delivery center in May 2017. The Norwegian joined Aker Solutions more than 25 years ago and has held positions in different parts of the company, including as vice president for power and process, as well as tender manager for the Åsgard subsea compression project. Nyborg's experience also includes nearly 10 years of work on topside newbuilds and modification projects. He holds an MSc in mechanical engineering degree from NTNU in Norway.

Egil Boyum, Executive Vice President, Products Egil Boyum was appointed head of the products delivery center in November 2016. The Norwegian has more than 25 years of experience in the oil and gas industry and has held several key positions in Aker Solutions’ subsea business. He graduated from the Norwegian Institute of Technology in Civil Engineering.

Knut Sandvik, Executive Vice President, Projects Knut Sandvik was named head of the projects delivery center in November 2016. The Norwegian has more than 25 years of experience from the offshore industry and has held several leadership positions, including head of Aker Solutions’ maintenance, modifications and operations business. He holds a degree in offshore and mechanical engineering from Heriot-Watt University in Scotland.

David Clark, Executive Vice President, Services David Clark was named head of the services delivery center in November 2016. The Briton joined Aker Solutions from Schlumberger in 2015 where he most recently served as vice president of production facilities. He has more than 30 years of international experience in the oil and gas industry and has also held leadership positions at Wood Group and Technip. He has a degree in electrical and electronic engineering from Strathclyde University in Scotland.

Please also see http://akersolutions.com/investors/corporate-governance, for further information about the management of the Issuer.

9.2. Administrative, management and supervisory bodies – conflicts of interest The largest shareholder of Aker Solutions is Aker Kværner Holding AS (40.56 per cent). Aker Kværner Holding AS is controlled by Aker ASA (70 per cent). Aker ASA is controlled by TRG AS, a company controlled by Kjell Inge Røkke. TRG AS is the ultimate parent company of Aker Solutions ASA. In this respect, all entities owned by

33 of 42 Registration Document

Aker ASA and entities which Kjell Inge Røkke controls through TRG AS are considered related parties to Aker Solutions.

Other than the above mentioned there are no actual or potential conflicts of interests between any duties to the Issuer of the members of the Board of Directors or the Management and their private interests and/or other duties.

34 of 42 Registration Document

10. Major shareholders

10.1. Ownership As of 14 May 2018, the share capital of Aker Solutions amounted to NOK 293,807,940.12 divided into 272 044 389 shares, each with a nominal value of NOK 1.08.

Below is a list of the 20 largest shareholders of Aker Solutions ASA as per 28 May 2018:

All issued shares are fully paid. Aker Solutions ASA has one class of shares, ordinary shares, with equal rights for all shares. The holders of ordinary shares are entitled to receive dividends and are entitled to one vote per share at general meetings. The shares are registered in book-entry form with VPS under ISIN NO0010716582 and are listed at Oslo Børs under the ticker AKSO.

The largest shareholder of Aker Solutions is Aker Kværner Holding AS which is controlled by Aker ASA (70 percent). Aker ASA is controlled by TRG AS, a company controlled by Kjell Inge Røkke. In this respect, all entities owned by Aker ASA and entities which Kjell Inge Røkke controls through TRG AS are considered related parties to Aker Solutions.

Please also refer to the website http://akersolutions.com/investors/corporate-governance

10.2. Measures to prevent abuse of control As a publicly listed company, Aker Solutions is obligated to comply with equal treatment rules set out in applicable legislation and stock exchange rules. Further, and subject to certain deviations (please confer to the Corporate Governance Report for 2017 in the link directly above in 10.1), Aker Solutions adheres to the Recommendations on Corporate Governance for Companies listed in Norway as published by the Norwegian Corporate Governance Board (NUES), which includes guidelines for equal treatment and protection of minority shareholders.

35 of 42 Registration Document

10.3. Change in control of the Issuer The Issuer is not aware of any arrangements, the operation of which may at a date subsequent to the date of this Registration Document result in a change of control in the Issuer.

36 of 42 Registration Document

11. Financial information concerning the Issuer's assets and liabilities, financial position and profits and losses

11.1. Historical financial information The consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union (the EU), their interpretations adopted by the International Accounting Standards Board (IASB) and the additional requirements of the Norwegian Accounting Act.

The accounting principles of the Issuer are described in the Annual Report 2017, note 2 pages 30-31 and in the Annual Report 2016, note 2, pages 33-36.

The separate financial statements for the Issuer have been prepared in accordance with Norwegian legislation and Norwegian Generally Accepted Accounting Principles.

According to the Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council, information in a prospectus may be incorporated by reference. Because of the complexity of the historical financial information and the financial statements, the information in this Registration Document is incorporated by reference. The audited consolidated financial statements of the Issuer for the years ended 31 December 2017 and 31 December 2016 are by reference incorporated as a part of this Prospectus – see chapter 14.

Where the Aker Solutions accounts on a consolidated basis are concerned, reference is made to the Annual Report 2017 and the Annual Report 2016. Please see the cross reference list in chapter 14 (page 41) for complete internet addresses.

Annual Report 2017* 2016

Aker Solutions ASA Consolidated Consolidated Income Statement page 25 page 28 Other Comprehensive Income page 26 page 29 Consolidated Balance Sheet page 27 Page 30 Consolidated statement of cash flow page 28 page 31 Notes to the consolidated financial Statements pages 30-88 pages 33-98

Aker Solutions ASA Parent Income Statement page 90 page 100 Balance Sheet page 91 page 101 Statement of cash flow page 92 page 102 Notes to the financial statements pages 93-105 pages 103-115

* Including comparative figures for 2016.

11.2. Financial statements See chapter 11.1 (“Historical financial information”).

11.3. Auditing of historical annual financial information

11.3.1 Statement of audited historical financial information The auditor’s report is included in the Annual Report 2017, pages 106-110, and in Annual Report 2016, pages 116-122.

11.4. Legal and arbitration proceedings Prior to the date of this Registration Document, the Issuer is not aware of any ongoing, pending or threatened governmental, legal or arbitration proceedings during the past 12 months, including any such proceedings which

37 of 42 Registration Document are pending or threatened, of such importance that they have had in the recent past, or may have, a significant effect on the Group’s financial position or profitability.

11.5. Significant change in the Group's financial or trading position There has been no significant change in the financial or trading position of the Group since the end of the last financial period for which interim financial information has been published.

38 of 42 Registration Document

12. Material contracts There are no material contracts that are not entered into in the ordinary course of the Issuer’s business, which could result in any member of the Group being under an obligation or entitlement that is material to the Issuer’s ability to meet its obligation to the Bondholders.

39 of 42 Registration Document

13. Documents on display Copies of the following documents will be available for inspection at the Issuer’s head office, during normal business hours from Monday to Friday each week (except public holidays) for a period of 12 months from the date of this Registration Document, and at the Group’s website www.akersolutions.com:

a) the Articles of Association of the Issuer

b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the Issuer's request, any part of which is included or referred to in the Registration Document

c) the historical financial information of the Issuer and the Group (consolidated) for each of the two financial years preceding the publication of the Registration Document

40 of 42 Registration Document

14. Cross reference list Reference in the Refers to Details Registration Document 11.1 Historical Financial Annual Report 2017, available at: Consolidated Income Statement Information https://akersolutions.com/globalassets/huginreport/2017/an page 25 nual-report-2017.pdf Other Consolidated Comprehensive Income page 26

Consolidated Balance Sheet, page 27

Consolidated statement of cash flow, page 28

Notes, pages 30-88

Income Statement, page 90

Balance Sheet, page 91

Statement of cash flow, page 92

Notes, pages 93-104 11.1 Historical Financial Annual Report 2016, available at: Consolidated Income Statement Information http://akersolutions.com/globalassets/huginreport/2016/ann page 28 ual-report-2016.pdf Other Consolidated Comprehensive Income page 29

Consolidated Balance Sheet,

pages 30

Consolidated statement of cash flow, page 31

Notes, pages 33-98

Income Statement, page 100

Balance Sheet, page 101

Statement of cash flow, page 102

Notes, pages 103-115

41 of 42 Registration Document

11.3.1 Statement of Annual Report 2017, available at: Auditor’s report, pages 105-106 audited historical https://akersolutions.com/globalassets/huginreport/2017/an financial nual-report-2017.pdf information

Annual Report 2016 available at: Auditor’s report, pages 116-122 http://akersolutions.com/globalassets/huginreport/2016/ann ual-report-2016.pdf

References to the above-mentioned documents are limited to information given in “Details”, e.g. the non- incorporated parts are either not relevant for the investor or covered elsewhere in the Prospectus.

42 of 42