Aker Solutions ASA, Prospectus of 22. December 2009 Registration Document_____________________________________________________ Prospectus Aker Solutions ASA 8.70% Aker Solutions ASA FRN Aker Solutions ASA Open Bond Issue 2009/2014 Registration Document Joint bookrunners: Oslo, 22. December 2009 1 Aker Solutions ASA, Prospectus of 22. December 2009 Registration Document_____________________________________________________ Important information 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, the economic conditions of the regions and industries that are major markets for the Company's (including subsidiaries and affiliates) lines of business. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for the company's businesses, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the Registration Document. Although it is believed that the expectations are based upon reasonable assumptions, the Borrower can give no assurance that those expectations will be achieved or that the actual results will be as set out in the presentation. Neither the Arrangers and Co-Arranger nor the Borrower are making any representations or warranty, expressed or implied, as to the accuracy, reliability or completeness of the Registration Document, and neither the Arrangers and Co-Arranger the Borrower, nor any of its directors, officers or employees will have any liability to you or any other persons resulting from your use. This Registration Document is subject to the general business terms of the Arrangers, available at their websites. Confidentiality rules and internal rules restricting the exchange of information between different parts of the Arrangers may prevent employees of the Arrangers who are preparing this presentation from utilizing or being aware of information available to the Arrangers and/or affiliated companies and which may be relevant to the recipients decisions. The Arrangers and Co-Arranger 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 Arrangers’ and Co-Arranger’s corporate finance department may act as manager or co-manager for this Company in private and/or public placement and/or resale not publicly available or commonly known. Copies of this presentation 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 the Registration Document may be limited by law also in other jurisdictions, for example in Canada, Japan and in the United Kingdom. Verification and approval of the Registration Document by Oslo Børs implies that the Registration Document may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Registration Document in any jurisdiction where such action is required. 2 Aker Solutions ASA, Prospectus of 22. December 2009 Registration Document_____________________________________________________ Table of Contents: 1. Risk Factors 2. Definitions 3. Persons Responsible 4. Statutory Auditors 5. Information about the issuer 6. Business overview 7. Organizational structure 8. Trend Information 9. Administrative, management and supervisory bodies 10. Major shareholders 11. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses 12. Third party information and statement by experts and declarations of any interest 13. Documents on display 14. Cross Reference List 3 Aker Solutions ASA, Prospectus of 22. December 2009 Registration Document_____________________________________________________ 1. Risk Factors The Issuer believes that the factors described below may affect the issuer’s ability to fulfil its obligations under the bonds to investors. Prospective investors should also read the information set out in the Securities Note 22. December 2009 and reach their own views prior to making any investment decision. Aker Solutions’ operations will normally involve risk. The group works systematically with risk management through extensive systems and procedures in all its business areas. The aim is to ensure a thorough assessment of both new and existing deliveries. Risk management and risk awareness also represent key elements in educational activities and the corporate culture. The goal is not to avoid all risk, but to understand, manage and be paid for accepting it. Thorough risk assessment is a core competence which can provide the group with competitive advantages. The group has a corporate treasury function which comprises the operational activities and corporate functions involved in managing financial risk. Risk also represents a key element for other corporate staff departments, such as legal affairs and accounting. Certain special departments have risk as their particular focus area. • Enterprise risk has been established to coordinate group risk management not included in the traditional project and finance areas. • Internal audit inspect that policies, instructions and experience of best practice are implemented and followed up. • Project and operational support assists the operational businesses and executive management with project assessments. An extensive system of common principles, procedures and instructions has been established to define how different types of risk are to be identified, reported and treated. Advisory committees have been established at corporate level to undertake quality assurance on a wide range of matters before a final decision is taken by executive management or the Board of Directors. The following committees have been established at corporate level to evaluate matters before a decision by the executive management or main Board of Directors: • the corporate risk committee considers project-specific risk • the investment committee considers risk associated with the acquisition and sale of businesses as well as other investment decisions • the finance committee considers financial market risk. Operational project risk Delivering projects and equipment in accordance with the contract terms and within the anticipated cost framework represents a substantial risk element, which will be among the most significant factors affecting the group’s results. Responsibility for ongoing risk assessment rests with the various operational business areas. Typical examples of such risks are the ability to deliver existing contracts at the agreed time, quality, functionality and price. Results also depend on costs – both Aker Solutions’ own and those charged by suppliers; interest expenses; exchange rates; and the risk related to the customer’s ability to pay. Aker Solutions has a common model for the execution and follow-up of every phase of a delivery including evaluation, tendering, decision making, execution and completion. This Project Execution Model™ (PEM™) is common to all the business areas for project execution and deliveries. The group has established decision-making and evaluation bodies at various levels to deal with project 4 Aker Solutions ASA, Prospectus of 22. December 2009 Registration Document_____________________________________________________ and equipment deliveries. The corporate risk committee assesses and recommends contracts to the appropriate decision making authority. Financial market risk Aker Solutions has established guidelines and systems to manage its exposure in financial markets. These cover currency, interest rate, counterparty and liquidity risk. Significant bank guarantees have also been issued to customers in connection with the group’s activities. Currency risk Operational units cover their foreign currency positions via the corporate treasury department when contracts are awarded. Operational units are required to cover their currency positions against their functional currency. All major contracts are hedged and documented in such a way that they qualify for hedge accounting. Qualified hedges account for about 80 percent of the group’s total currency exposure. The remaining 20 percent is secured through net positions which do not qualify for hedge accounting under the relevant accounting standards. The corporate treasury department is also mandated to take a limited open position. Counterparty risk Specific and continuous assessments are made of major contractual counterparties, and efforts are made to cover risk