Aker Solutions ASA, Prospectus of 22. December 2009

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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

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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.

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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

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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

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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 through parent company guarantees, structuring of payment terms or bank guarantees. Where bank risk and the placement risk for surplus liquidity are concerned, specific maximum levels have been set for the group’s exposure to each financial institution.

Guarantee portfolio A significant proportion of business area contracts are supported by bank or insurance guarantees. On-demand guarantees account for a large share of these, particularly in ED&S, Subsea and P&T. This means that they can fall due for payment at short notice. Careful assessments are made before providing such on-demand guarantees, with insurance policies taken out if necessary to protect against unfriendly claims under the guarantees. The group’s guarantee portfolio at 31. December 2008 totaled NOK 7 855 million.

Acquisition/sale of businesses and other investment decisions Major business acquisitions or sales and substantial spending on fixed assets (property, machinery and equipment) are submitted to the investment committee for a recommendation before final approval by the executive management or the Board. The committee becomes involved at an early stage in such processes, and evaluations from the relevant specialist staff functions form an important part of the assessment process.

Competition The Group has significant competitors in each of its product segments and across geographical markets. In many of the activities in which the Group is involved, contracts are awarded on a competitive bid basis, and price competition is often the primary factor in determining which company, among qualified contractors, that wins the bid. The Group’s future business prospects are to a large degree dependent on its ability to meet changing customer needs, to anticipate and respond to technological changes and to develop effective and competitive relationships with its customers and suppliers.

Uncertainty of future contract awards The Group’s future performance depends, among other matters, on whether and when it will receive certain new contract awards. Contract awards are often affected by events outside the control of the Group, such as price fluctuations in oil and gas, other commodities (such as metals and chemicals, and general economic conditions affecting the Group’s customers. Because the

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Registration Document______timing of project awards, as well as timing of project execution, is often uncertain, effective utilisation of the work force is a critical factor in achieving satisfactory profit margins. As a consequence of the size of the Group’s oil and gas related activities, the Group is exposed to the price of oil and natural gas and the performance and profitability of oil and gas companies. Cyclical declines in the prices of oil and natural gas, and the continued consolidation of the oil and gas sector, may adversely affect the operations of the oil and gas business area and, therefore, the profitability of the Group.

Uninsured losses The Group maintains a number of separate insurance policies to protect its core businesses against loss and/or liability to third parties. Risks insured against generally include general liability, business interruption, workers’ compensation and employee liability, professional indemnity, material damage and other liability. There are, however, certain types of losses that generally are not insured because they are either uninsurable or not economically insurable, such as losses occasioned by war, terrorism, dishonesty, gross negligence and criminal acts. In addition, most of the insurance policies of the Group provide for limitations on the minimum and maximum amounts that may be recovered for any one loss event or any series of losses, 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. The results of operations, business and the financial condition of the Group could be materially adversely affected in the event of an uninsured loss, a loss that exceeds insured limits, or a succession of such losses.

Regulatory and environmental matters The Group’s operations are subject to numerous national and supra-national, environmental, health and safety laws, regulations, treaties and conventions. The amendment or modification of existing regulations or the adoption of new regulations curtailing or further regulating the Group’s business could have an effect on the Group’s operating results or financial condition. The Company cannot predict the extent to which future earnings may be affected by compliance with such new regulations.

Harm to persons and property The Group’s operations are subject to the usual hazards inherent in providing engineering and construction services, such as the risk of equipment failure, work accidents, fire or explosion. These hazards can cause personal injury and loss of life, business interruptions, property and equipment damage, pollution and environmental damage. The Group may be subject to claims as a result of these hazards, and may also be subject to claims resulting from the subsequent operations of facilities it has delivered.

Financial leverage and ability to service debt The financial leverage of the Group may have several adverse consequences, including the need to manage the Group’s businesses in a way to service its debt and other financial obligations. Should the contemplated financing of the Group not be sufficient to meet the Group’s financing needs, the Group may be forced to reduce or delay capital expenditures or research and development expenditures or sell assets or businesses at unanticipated times and/or at unfavourable prices or other terms, or to seek additional equity capital or to restructure or refinance its debt. There can be no assurance that such measures would be successful or would be adequate to meet debt and other obligations as they come due, or would not result in the Group being placed in a less competitive position.

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2. Definitions

Annual Report of 2008 - Aker Solutions’ Annual report of 2008

Annual Report of 2007 - Aker Kværner’s Annual report of 2007

Board or Board of Directors - the board of directors of the Company

Companies Registry - the Norwegian Registry of Business Enterprises (Foretaksregisteret)

EBITDA - Earnings before interest, tax, depreciation and amortization

Group - the Company and its subsidiaries from time to time

IFRS - International Financial Reporting Standards

ISIN - International Securities Identification Number

Registration Document - this document dated 22 December 2009

MMO - Maintenance Modification Operation

NOK - Norwegian kroner

Oslo Børs - Oslo Børs ASA

Aker Solutions or - Aker Solutions ASA, company reg. no. 986 529 551 the Company or the Issuer or the Borrower

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Persons responsible

Persons responsible for the information Persons responsible for the information given in The Registration Document are as follows:

Aker Solutions ASA, Snarøyveien 36, Fornebu, P.O. box 169, 1325 Lysaker

Declaration by persons responsible

Responsibility statement We confirm that the information contained in the prospectus is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. We have taken all reasonable care to ensure that such is the case.

Oslo (), 22. December 2009

Aker Solutions ASA

Statement from the Lead Arrangers Arctic Securities ASA, SEB Merchant Banking and Nordea Bank Norge ASA, Nordea Markets has assisted the Borrower in preparing this Registration Document. Neither Arctic Securities ASA, SEB Merchant Banking nor Nordea Bank Norge ASA, Nordea Markets have separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and the Joint Arrangers expressively disclaim any legal or financial liability as to the accuracy or completeness of the information contained in this Registration Document or any other information supplied in connection with bonds issued by Aker Solutions ASA or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Borrower. Each person receiving this Registration Document acknowledges that such person has not relied on the Joint Arrangers or on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision.

Oslo (Norway), 22. December 2009

Arctic Securities ASA SEB Merchant Banking

Nordea Bank Norge ASA, Nordea Markets

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3. Statutory Auditors

Names and addresses The Company’s auditor for 2007 and 2008 has been KPMG AS, independent public accountants, located at Sørkedalsveien 6, 0306 Oslo, Norway.

State Authorised Public Accountant Asbjørn Næss has been liable for the Auditor's report for 2007 and 2008.

KPMG AS is member of The Norwegian Institute of Public Accounts.

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4. Information about the issuer

History and development of the issuer The companies brought together to create Aker Solutions were established in the first half of the 19th century, during the Industrial Revolution. Cutting-edge technology and engineering and engineering providers from the very beginning, they delivered products including steam engines for rail and marine use and a range of industrial ironworks.

Over the next 100 years, the business grew significantly. In the mid- 1900s, both Aker and Kvaerner were international corporations with activities in ship building, hydro power, wood processing and other process operations, mechanical workshops and other industries.

Through the 1970s, 80s and 90s, they developed their capabilities and experience as suppliers of complete solutions to offshore and onshore oil and gas and processing projects. They each grew – organically and through international acquisitions – to be leaders in their markets.

On 11 March 2002, the former Kvaerner group and the group (comprising the oil and gas activities of the wider Aker group) were merged, and started to operate as one company under the name Kvaerner.

On 29 March 2004, following a restructuring of both Aker and Kvaerner, Aker Kvaerner was established.

On 3 April 2008, Aker Kvaerner changed its name to Aker Solutions.

Legal and commercial name The legal name of the issuer is Aker Solutions ASA.

Place of registration and registration number The Company is registered in the Norwegian Companies Registry with registration number 986 529 551.

Date of incorporation Aker Solutions ASA was incorporated on January 29 2004.

Domicile and legal form The Company is a public joint-stock company organised under the laws of Norway, including the Public Limited Companies Act.

The Company's mailing address is P.O. Box 169, N-1325 Lysaker, Norway and telephone +47 67 51 30 00.

Events following Annual Report 2008 The following notable developments have occurred since December 31, 2008:

On April 2, 2009, Aker Solutions announced acquisitions worth some NOK 2 billion. They strengthened the group's position in well intervention, expanded its offshore marine operations and further developed its technology portfolio.

The transactions covered 100 percent ownership of Aker Oilfield Services, 50 percent of the shares in Aker DOF Deepwater (previously Aker DOF Supply), 33 percent of the shares in the listed company ODIM and 100 percent ownership of Midsund Bruk. Aker Solutions also increased

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Registration Document______its stake in Aker Clean Carbon from 30 to 50 percent through an equity issue. Aker Solutions entered into a deal to sell its 33 percent in Odim to Rolls-Royce.

Investment and financing In order to further strengthen the financial basis of the company, a new credit facility of NOK 750 million has been arranged in the fourth quarter in the international banking market. The credit facility has a 5 year tenor. The financing is for general corporate purposes.

Other A share purchase programme for employees of Aker Solutions was announced in January 2009, with Aker Solutions offering some 14 100 employees in Canada, Chile, the Netherlands, Norway, the UK and the US the opportunity to buy shares in the company at a discount. The total purchase amount is NOK 1 250 per employee per month over a 12 month period. The programme started in March 2009.

As of 1 July 2009, Karl Erik Kjeldstad was appointed executive vice president and member of the executive management team in Aker Solutions. Kjeldstad is leading the development of the strategic initiative related to oilfield services and the company’s fleet of marine vessels. Kjeldstad came from the position as senior partner & president, Maritime Technologies with Aker ASA.

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5. Business overview

Aker Solutions is a leading international supplier of engineering services, fabrication, technology products, maintenance, specialised services and total solutions for the energy and process industries. Its main operations embrace deliveries to oil, gas and petrochemical facilities. The group also pursues substantial activities related to deliveries to projects for gas- and coal-fired power stations, metal processing plants and other selected industries. The group had 22 325 employees at 30 September 2009 including 11 622 in Norway, plus 9 578 contract staff.

The business is organised in the following four business areas and reporting segments:

• Energy Development & Services (ED&S) • Subsea • Products & Technologies (P&T) • Process & Construction (P&C)

Strategic target areas Aker Solutions’ vision is to be the preferred partner for projects, products and services in the energy and process industries. Aker Solutions occupies a strong market position, which will be consolidated and further developed. The group’s long-term strategy remains unchanged, and has defined the following target areas for the near term:

Commitment to solutions for harsh environments and deeper waters The group has an extensive list of project references in concrete technology, floating deepwater platforms, subsea technology and land-based plants suited for harsh weather conditions in arctic areas and deep water. A large proportion of the remaining unexploited oil and gas resources are expected to lie in such regions. The position of Aker Solutions as one of the few suppliers to combine technology with the ability to deliver complete solutions is a competitive advantage the company will continue to build on.

Solutions for well stream and reservoirs A large proportion of new oil and gas fields have high development costs. Making better use of existing oil and gas fields offers significant potential for many operators. Aker Solutions has specialised businesses with expertise in reservoir analysis and optimisation of well streams. That makes it possible for oil and gas operators to improve the recovery factor for existing fields where they have already invested in installations and other infrastructure.

Other, smaller reservoirs are to be found in the vicinity of many large fields. Advanced drilling and well technologies from Aker Solutions make it possible to drill new wells horizontally from existing installations to reach satellite reservoirs, permitting better utilisation of the installations’ capacity. For fields where reservoir pressure has declined after a number of years on stream, Aker Solutions delivers technology to increase pressure through water or gas injection. The group also has advanced solutions for maintaining and improving oil and gas flows from existing fields. This Increased Oil Recovery segment is expected to make favourable progress.

Grow service business Aker Solutions is a major supplier of complete production facilities for the energy and process sectors. It also offers products and systems such as subsea installations and drilling solutions. The detailed knowledge of the plant or its products, gained when a project is delivered, opens up opportunities to provide efficient models for later maintenance, upgrades and other services throughout the lifecycle of the product or installation. These models often call for specialised expertise, which gives suppliers with a large installed base an interesting and long-term market.

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During recent years, Aker Solutions has substantially increased deliveries of its systems and plants, and the market for services throughout the lifecycle of its solutions establishes a basis for attractive margins.

While a new development project, product or system delivery usually lasts one to five years, an installation must be maintained over several decades. The service market is accordingly very long- term and rather less cyclical than the market for new projects.

Further development of strong position in the growing MMO market in the North Sea basin Aker Solutions has delivered a large proportion of the offshore installations in the North Sea basin, particularly on the Norwegian Continental Shelf. The maintenance market embraces ongoing services, major upgrades and efficiency improvements. The last of these segments demands an in-depth understanding of doing work on installations in production, combined with expertise in executing major changes and delivering new components and modules to those installations.

A number of the installations in the North Sea basin have been in operation for many years, and need extensive upgrades. Aker Solutions has an experienced and highly competent organisation of engineers and operators which, combined with its fabrication capacity, will be utilised in competing for major maintenance and upgrade assignments.

Research and development New technologies and new products are important requirements for safeguarding Aker Solutions’ future competitiveness. The group’s large and highly competent engineering teams work closely with partners and customers worldwide. A typical focus area is technologies for increased production and reservoir utilisation and for improved drilling processes. Important priorities in this context are solutions for subsea pumps which permit pipeline transport of oil and gas over longer distances, or gas compression to increase pressure.

Aker Solutions invested NOK 188 million during 2008 in research and development through selected projects, compared with NOK 166 million the year before. The group also received NOK 21 million in funds for technology development from customers and government, as against NOK 77 million in 2007. In addition, substantial technology development takes place through the ongoing customer projects.

Energy Development & Services

ED&S is a global provider of turnkey engineering and construction solutions for new builds, maintenance and modifications for the upstream oil and gas industry. The ED&S business area develops new oil and gas production facilities, both offshore and onshore, and delivers operational services for the entire lifecycle of such facilities. The business area delivers the full value chain from studies, front-end design and detailed engineering, through procurement, project management, fabrication and hook-up, to installation, maintenance and modifications.

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Project update 2009 • In joint venture with CB&I and WorleyParsons, ED&S received a front-end engineering and design (FEED) services contract for Phase II of the full-field development of the Kashagan oil field in Kazakhstan. • BP declared its option to extend the duration of the existing framework agreement with Aker Solutions for modifications and maintenance support by two years, to March 2011. • Aker Clean Carbon signed an EPC contract with Aker Solutions for the construction of the European CO2 Technology Centre at Mongstad in Norway. • Shtokman Development AG awarded a consortium comprising of Aker Solutions, Technip France and SBM Offshore a contract for the concept definition and FEED for the Floating Production Unit (FPU) for the integrated development of the Shtokman Gas & Condensate Field Phase I project. • AKSO was awarded an EPC contract to modify and develop the gas plant at Kollsnes on the west coast of Norway. This plant is processing natural gas from the Troll, Kvitebjørn and Visund fields in the North Sea. • Statoil Hydro awarded AKSO an engineering, procurement, construction and installation (EPCI) contract for upgrading the drilling facilities on the Oseberg B platform. • Statoil Hydro awarded AKSO an EPCI contract at Heidrun. The Object of the Heidrun Production Pipeline project is to facilitate increased gas capacity production. • Delivery of Aker Barents, the second h-6e rig built for • Aker Solutions was awarded contracts from Exxon Neftegas Limited, as operator on behalf of the Sakhalin-1 Consortium, for designing, constructing and delivering the Arkutun-Dagi gravity base structure (GBS) for the Sakhalin-1 project. • Aker Solutions in partnership with Saipem was awarded two significant contracts from AGIP KCO for the hook-up work of the Phase I development of the Kashagan field in the Caspian Sea. The total contract value for Aker Solutions’ portion of the two contracts; USD B1.6 • Completion of the Aker Spitsbergen, h-6e rig • This autumn and winter marks a busy period on the Gjøa project. Gjøa is a strategically important project for Aker Solutions, underpinning our position as a leading supplier of floating production platforms. The hull arrived at Aker Solutions’ yard in Stord, Norway, on 5 October as planned. It came from Samsung in Korea to be mated with the top-side and completed. The project is being executed as planned. • The Kashagan ePF project has been delivered. Activity levels on the Kashagan field hook- up project are high. Manning will be increased towards year end and into 2010.

Oil companies are concentrating their exploration activities and new developments in even deeper waters and harsher environments. It is anticipated that 25 percent of the world’s unproven reserves are to be found in Arctic regions. For ED&S this represents a great opportunity, since field developments for Arctic conditions, in environmentally sensitive areas and in deep waters represent its core competence. ED&S expect a good, stable MMO market, with high tendering activity. Their goal is to maintain their market share in the traditional MMO market in the North Sea, and they expect continued high activity level in maintenance and modifications work. Due to the slow global economy, ED&S expect some delays in new build activities. However, the long-term outlook for strategic new buils actinity is still promising and it is well positioned for major developments inn all its target markets.

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Subsea

Aker Solutions’ subsea expertise is based on more than 30 years of design, manufacturing and installation activity worldwide. The subsea business area is committed to remain a leading provider of subsea systems for energy production, from initial concept work through life-of-field support. Subsea is a global provider across the value chain of subsea and sub-surface technologies, solutions and services. Their offerings cover all phases of the life of field, from reservoir studies, concept screening and design through manufacturing, fabrication, installation and commissioning to operational support, maintenance and services. Its ability as a provider of subsea production systems is backed by an extensive portfolio of additional capabilities such as well services, marine operations including installation, and geological services.

Project update 2009 • A contract was signed with BP for the provision of life-of-field subsea engineering services for its West of Shetland assets. • A frame agreement was signed with Maersk Oil North Sea UK for the supply of subsea control systems for existing and future field developments. • An EPC contract was awarded by Dong E&P Norge to deliver a complete subsea production system to the operator’s Trym field. • Statoil Hydro awarded a contract for the delivery of a complete work-over system for subsea trees at the challenging high pressure/high-temperature (HP/HT) Kristin field in the Norwegian sea. • An important 3+2+2 year contract was signed with StatoilHydro to supply well services on Norwegian continental shelf. • Aker Solutions was awarded a NOK 350 million EPC contract for Dong Energy’s Oselvar field. • A NOK 2.3 bn contract was signed with Eni Norge AS to deliver a subsea production system to the operator’s Goliat field development in the Barents Sea. • A contract was awarded by Maersk to perform mooring installation work at the Pregrino field in Brazil. • BP awarded a contract to perform subsea construction activities at the Atlantis and Thunder Horse fields in the Gulf of Mexico. • A frame agreement with BP was signed to provide well intervention services on all BP- operated assets on the Norwegian continental shelf, including Valhall, Ula and the future Skarv development. A similar deal was signed with BP for well intervention work in the UK sector of the North Sea.

Increasing the business area’s service revenue – through both growth in installed base and more complete offering of technology-driven services such as well intervention is a key focus. Further investments into its lifecycle services facilities worldwide and its rental tool business will be additional drivers to achieve this. There are some short term uncertainties in the market, with postponements of potential bids and awards of projects. The long-term outlooks are positive.

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Products & Technologies

Products & Technologies (P&T) is a leading global provider of specialised products and services to the upstream oil and gas industry, based on proprietary technology and know-how. Key deliverables include advanced drilling equipment, systems and risers; upstream processing technologies; mooring systems, and loading and offloading technology.

Through in-house development and successful technology acquisitions, Aker Solutions is well positioned for further growth in the drilling equipment market. P&T has, for many years, sourced key drilling products (e.g., mud pumps and drawworks) from Wirth Maschinen- und Bohrgeräte- Fabrik GmbH, a Germany-based drilling technology provider. In January 2009, AKSO agreed to acquire the remaining, outstanding shares in Wirth over a five-year period. Moreover, P&T has invested in a manufacturing plant for deepwater drilling risers. This facility is strategically located in Rio das Ostras, Brazil.

Project update 2009 • The order backlog is at a historically high level and of good quality with deliveries through 2011. A near term slowdown in deepwater drilling rig constructions is expected, but the long term market fundamentals remain strong. • AKSO was awarded another contract for the delivery of a deepwater drilling riser system to Daewoo Shipbuilding &Marine Engineering (DSME). • A contract was awarded by StatoilHydro for the execution of a FEED for upgrading the Gulfaks A facilities. The project is in cooperation with ED&S. • Chevron awarded a contract for delivery of a monoethylene glycol (MEG) system to the Gorgon project in Australia. • Nine of eleven drilling packages scheduled for delivery in 2009 have been delivered, and the remaining two are on schedule for delivery in the fourth quarter.

As a reflection of the high level of activity in the oil and gas industry, over the last three years, drilling contractors have ordered a large number of units for both deep and shallow waters. Following the award of many new contracts, P&T has expanded its market share and ranks as one of the market leaders for advanced deepwater drilling systems. Demand for new rigs is expected to decline in the short term. This will be partly offset by an expanding market for upgrades and increased service activity. In the longer term, market drivers are expected to ensure a continued high level of activity and demand for advanced drilling rigs and equipment deliveries to FPSOs. A steadily larger share of offshore operations is expected to lie in deep water and harsh weather areas, where only the most advanced rigs can work. More complex wells, challenging areas of operation and environmental requirements are likely to strengthen demand for such units.

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Process & Construction

The Process & Construction (P&C) division is a global provider of management, design and construction of major projects across refining, petrochemical processing and biorefinery, mining and metals, liquefied natural gas (LNG), gas- and coal-fired power generation, acid plants, nuclear cleanup services and water treatment. It provides the full lifecycle of services – from initial concept through technology development, process technology application, design, procurement, construction and commissioning to operations, maintenance, modification and decommissioning.

Project update 2009 • Index Resources ASA extended its conract with Aker Solutions as preferred partner for the Definitive Feasibility Study (DFS) for stage 1 of the Mindoro Nickel Project. • Aker Powergas was moved from the P&C business area to the ED&S business area, with effect from 1. January 2009. • The Yansab polyolefins project in Saudi Arabia has been delivered. • A contract was awarded by Shandong Chenming Paper Holdings for the supply of technology, engineering and equipment for a plant in China. • A contract with Statsolie Maatschappij was also signed for project management of a refinery project in Suriname. • Stingray Copper awarded a contract for engineering and project development support for an acid plant in Mexico. • The AKSO and IHI partnership received a signed notice of Substantial Completion for Sempra LNG’s Cameron LNG liquefied natural gas (LNG) receipt terminal in Louisiana, USA. • Metals and Mining sector: Esperanza, Toromocho, Collahuasi and Caserones are all EPCM contracts to develop copper mines in Chile and Peru • Energy and Environmental sector: Longview, GTA West and Kyger Creek are all construction contracts for power plants in North America • Oil, Gas and Process sector: Gulf LNG and Cameron LNG are EPC contracts to build LNG terminals in North America

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6. Organizational structure

Aker Solutions ASA, through its subsidiaries and affiliates ("Aker Solutions"), is a leading global provider of engineering and construction services, technology products and integrated solutions. Aker Solutions' business serves several industries, including oil & gas, refining & chemicals, mining & metals and power generation. The Aker Solutions group is organised in a number of separate legal entities. Aker Solutions is used as the common brand/trademark for most of these entities. Aker Solutions ASA is an operative company.

Aker Solutions ASA – Corporate Structure

Aker Solutions is owned 40.27 percent by AS. Aker Holding AS is owned 60 percent by Aker ASA, 30 percent by the Norwegian Government, 7.5 percent by SAAB AB and 2.5 percent by Investor AB.

Aker Solutions ASA - Subsidiaries

A list of all Aker Solutions subsidiaries can be found under the following link in the latest annual report to date (2008), pages 113-115: http://www.akersolutions.com/NR/rdonlyres/1F4DA53F-C5F0-4E8B-B2FB- 439A47213CAE/19541/08_anrep_en_web.pdf.

The Company name, location and Aker Solution’s ownership (percent) is listed on these pages. This list is per 31. December 2008. Since 01.01.2009, the following acquisitions have been made by AKSO:

• Aker Oilfield Services (AKOFS) – 100% • Aker DOF Deepwater AS – 50% • Midsund Bruk – 100% • Aker Clean Carbon – 50% • Step Offshore – 100%

18 Aker Solutions ASA, Prospectus of 22. December 2009

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7. Trend information

Outlook as of December 2009 The financial crisis and economic downturn in 2008 and into 2009 has created greater uncertainty about the market outlook.

Oil company interest in upgrading existing facilities or investing in improved recovery from producing oil and gas fields is usually closely related to marginal costs per unit produced. In recent years, new technology has already yielded more automated operations and lower costs for a number of installations, and the recovery factor on a number of fields has exceeded the levels previously considered feasible. Nevertheless, operators of a great many producing fields around the world consider it interesting to invest in substantial upgrading and improved recovery. Aker Solutions has solid experience and proprietary technologies which give it a strong position in this part of the market.

The bulk of the world’s oil and gas production comes from facilities on land and in shallower waters offshore. These fields were developed early because their reserves could be accessed with relative ease. Most of the installations on these fields are now old and offer limited opportunities for further production increases. Both recoverable reserves and output are declining on many of them. As a result, a number of discoveries have been developed in deeper water over the past 15 years, and a significant proportion of undeveloped reserves are thought to lie in deep waters and harsh environments. A number of oil companies have substantial interests in and fairly specific plans for such developments, but costs lie in many cases at a level which requires a relatively high oil price to make their realisation commercially interesting. Doubts about the world economy and its possible effect on short-term oil price trends mean that the timing of development decisions is uncertain for a number of projects.

Many important organisational adjustments and changes have been made and have given Aker Solutions a good starting point in meeting the global economic downturn. However, it remains too early to say with any certainty how this downturn will affect the group’s operations and markets. Optimising costs and capacity will be important. The extensive cost-cutting programme continues.

Even if the levels of market activity were to decline in the short term, the fundamental bases for further market growth are likely to be persistent in the longer term.

Existing oil and gas fields will be unable to meet all of the demand in the longer term. The amount of oil and gas produced each year already exceeds the new resources which the industry succeeds in discovering and developing. Should the pace of new field development be low for some time, the result is likely to be an accumulated energy deficit which could boost the level of activity when demand recovers. A substantial part of future developments are expected to be located in deep waters and in areas with tough climatic conditions, where Aker Solutions has a strong competitive advantage.

The level of activity in the process plant market for refined oil products and metal processing is also expected to decline as a result of the international economic downturn.

The long-term strategy will continue to focus on cold climates, harsh environments and deeper waters, and capitalise on the installed base in the strong North Sea MMO market. The Company has a positive view of the long-term fundamentals for the product and technologies business area.. Lifecycle and service volumes are increasing as the installed base grows and new service concepts are developed.

19 Aker Solutions ASA, Prospectus of 22. December 2009

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8. Administrative, management and supervisory bodies

Information about persons The board of Directors and management group business address is P.O. Box 169, N-1325 Lysaker, Norway and telephone +47 67 51 30 00.

Board of Directors The table below set out the names of the members of the Company's Board:

Name Position Øyvind Eriksen Chairman of the Board since 2009 Kjell Inge Røkke Board member since 2009 Lone Foss Schrøder Board member since 2009 Vibeke Hammer Board member since 2005 Madsen Ida Heliesen Board member since 2009 Mikael Lilius Board member since 2009

Management group The table below sets out the names of the members of the Company’s management:

Name Position Simen Lieungh President & CEO Leif Borge CFO & EVP Niels Didrich Buch Chief of Staff & EVP Per Harald Kongelf EVP Products & Technologies Jarle Tautra EVP Energy, Development & Services Mads Andersen EVP Subsea Gary Mandel EVP Process & Construction Karl Erik Kjelstad EVP Oilfield Services

Administrative, management and supervisory bodies conflicts of interest There are no conflicts between any duties to the issuing entity of the persons referred to in above and their private interests and or other duties. The Management group’s board positions are listed below:

Simen Lieungh – President & CEO • Aker Oilfield Services AS – Board Member • Aker O&G Group AS – Board Member • Aker P&C Group AS – Board Member • Aker P&C Americas AS – Board Member / Contact Person • Aker Clean Carbon AS – Board Member • Aker DOF Deepwater AS – Chairman of the Board • Nemis Invest AS – Chairman of the Board • Jåttåvågen AS – Board Member

Leif H. Borge – CFO &EVP • Aker Oilfield Services AS – Board Member

20 Aker Solutions ASA, Prospectus of 22. December 2009

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• Aker Bravo AS – Chairman of the Board • Aker Insurance AS – Chairman of the Board • Aker Pensjonskasse – Vice-Chairman of the Board • Aker Solutions ASA – Chairman of the Board • Kogas AS – Chairman of the Board / Contact Person • Aker O&G Group AS – Chairman of the Board • Aker P&C Group AS – Chairman of the Board • Aker Solutions ASA – Prokura hver for seg • Aker P&C Americas AS – Chairman of the Board • Aker P&C Europe AS – Chairman of the Board • Aker Insurance Services AS – Chairman of the Board • Aker DOF Deepwater AS – Board Member • Aker Encore AS – Board Member • Bohasi Invest AS – Chairman of the Board / Contact Person • Jåttåvågen AS – Chairman of the Board

Niels Didrich Buch – Chief of Staff & EVP • Aker Business Services AS – Chairman of the Board • Holmen Basishall AS – Board Member

Per Harald Kongelf – EVP Products & Technology (P&T) • Aker Process Systems AS – Chairman of the Board • Aker MH AS – Chairman of the Board • Aker Pusnes AS – Chairman of the Board • Hydrogen Technologies AS – Board Member • Aker Cool Sorption AS – Board Member

Jarle Tautra – EVP Energy, Development & Services (ED&S) • Aker Engineering & Technology AS – Chairman of the Board • Aker Stord AS – Chairman of the Board • Aker Clean Carbon – Board Member

Mads Andersen – EVP Subsea • Aker Well Service AS – Chairman of the Board • Aker Oilfield Services AS – Board Member • Aker Subsea AS – Chairman of the Board • Aker Marine Contractors AS – Chairman of the Board • Aker Geo AS – Chairman of the Board • Aker Carbon AS – Chairman of the Board • Aker Installation FP AS – Chairman of the Board • Aker Process Systems International AS – Chairman of the Board • Aker Marine Contractors International AS – Chairman of the Board • Aker Subsea Russia AS – Chairman of the Board

Gary Mandel – EVP Process & Construction (P&C) • Vice Chairman of the Board of Aker Philadelphia Shipyard ASA • Director of American Shipping Company's subsidiary ship leasing companies

Karl Erik Kjelstad – EVP Aker Oilfield Services • Byesvollen AS – Chairman of the Board/Contact Person • Aker Oilfield Services AS – Chairman of the Board

21 Aker Solutions ASA, Prospectus of 22. December 2009

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• Bjørge ASA – Board Member • Aker Marine Contractors AS – Board Member • Aker Philadelphia Shipyard ASA – Chairman of the Board

Selected Board members positions are listed below:

Øyvind Eriksen – Chairman of the Board • Aker ASA – President & CEO • Aker Holding AS – Chairman of the Board • Aker Capital AS – Chairman of the Board • Aker Drilling ASA – Board Member

Kjell Inge Røkke – Board member • Aker ASA – Chairman of the Board • Aker Exploration ASA – Chairman of the Board • Aker Biomarine ASA – Chairman of the Board

Lone Foss Schrøder – Board member • Aker ASA – Vice-Chairman of the Board

Vibeke Hammer Madsen – Board member • ASA – Member of the Board

22 Aker Solutions ASA, Prospectus of 22. December 2009

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9. Major shareholders

Ownership The following table lists Aker Solutions ASA' twenty largest shareholders as of December 21 2009:

Name Percent Aker Holding AS 40.27 JP Morgan Chase Bank 4.50 Bank Of New York Mellon 2.93 State Street Bank And Trust Co. 2.69 JP Morgan Chase Bank 2.14 State Street Bank And Trust Co. 2,08 Clearstream Banking S.A. 1.73 Citibank N.A. New York Branch 1.68 The Northern Trust Co. 1.68 Aker Solutions ASA 1.67 Bank Of New York Mellon SA/NV 1.64 JP Morgan Chase Bank 1.33 Governor & Company Of The Bank Of 1.23 Bank Of New York Mellon 1.05 State Street Bank & Trust Co. 1,07 RBC Dexia Investor Services Trust 1,06 State Street Bank & Trust Co. 0.89 The Northern Trust Co 0.79 Skandinaviska Enskilda Banken 0.64 JP Morgan Chase Bank 0.61

23 Aker Solutions ASA, Prospectus of 22. December 2009

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Management shareholding and transactions as of December 2009: (Closely related parties' shares are included)

Management shareholding and transactions

Shareholders Position Number of shares Corporate management: Lieungh, Simen President &CEO 15 014 Borge, Leif CFO & EVP 20 206 Buch, Nils Didrich EVP & Chief of Staff 206 Andersen, Mads EVP Subsea 12 413 Mandel, Gary EVP Process & Construction 1 368 Kjelstad, Karl Erik EVP Oilfield Services 2 500

The board: Håvik, Arild Board member, employee representative 206 Knutsen, Åsmund Board member, employee representative 3 093 Teigland, Atle Board member, employee representative 1 806 Toft, Arve Board member, employee representative 206

Deputy board members: Andersson, Britt Mari Deputy Board member, employee representative 206 Angeltveit, Tommy Deputy Board member, employee representative 206 Ellingsen, Jens Kristian Deputy Board member, employee representative 206 Forus, Ingebreth Deputy Board member, employee representative 206 Jakhelln, Elisabeth Bang Deputy Board member, employee representative 206 Kilnes, Bernt Harald Deputy Board member, employee representative 206 Larsen, Kjetil K. Deputy Board member, employee representative 206 Skålevik, Kjell Arne Deputy Board member, employee representative 206 Thorsen, Leif Egil Deputy Board member, employee representative 206

Change in control of the issuer There are no arrangements, known to the Issuer, the operation of which may at a subsequent date result in a change in control of the Issuer.

24 Aker Solutions ASA, Prospectus of 22. December 2009

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10. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses

Financial statements

Basis for preparation As a listed company in Norway Aker Solutions ASA is from January 1 2005 required to prepare the consolidated financial statements in accordance with IFRSs as adopted by the EU.

According to the Commission Regulation (EC) No 809/2004 of April 29 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 in the historical financial information and financial statements this information is incorporated by reference to the Annual report of 2007 and Annual Report of 2008 as follows:

Historical Financial Information

Annual reports 2008 2007 Aker Solutions group Accounting principles Page 76 Page 42 Link http://www.akersolutions.com/ann http://www.akersolutions.com/NR/rdonlyres/7 ualreport/index.htm 8C1DC15-71FB-45B8-BC1C- 46DBF1DB03A9/15712/Annual_report1.pdf Consolidated income statement Page 72 Page 38 Link http://www.akersolutions.com/ann http://www.akersolutions.com/NR/rdonlyres/7 ualreport/index.htm 8C1DC15-71FB-45B8-BC1C- 46DBF1DB03A9/15712/Annual_report1.pdf Consolidated balance sheet Pages 73 Pages 39 Link http://www.akersolutions.com/ann http://www.akersolutions.com/NR/rdonlyres/7 ualreport/index.htm 8C1DC15-71FB-45B8-BC1C- 46DBF1DB03A9/15712/Annual_report1.pdf Consolidated cash flow statement Page 74 Page 40 Link http://www.akersolutions.com/ann http://www.akersolutions.com/NR/rdonlyres/7 ualreport/index.htm 8C1DC15-71FB-45B8-BC1C- 46DBF1DB03A9/15712/Annual_report1.pdf Notes to the consolidated financial Pages 76-115 Pages 42-77 statements Link http://www.akersolutions.com/ann http://www.akersolutions.com/NR/rdonlyres/7 ualreport/index.htm 8C1DC15-71FB-45B8-BC1C- 46DBF1DB03A9/15712/Annual_report1.pdf

25 Aker Solutions ASA, Prospectus of 22. December 2009

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Annual reports 2008 2007 Aker Solutions ASA Accounting principles Page 119 Page 81 Link http://www.akersolutions.com/ann http://www.akersolutions.com/NR/rdonlyres/7 ualreport/index.htm 8C1DC15-71FB-45B8-BC1C- 46DBF1DB03A9/15712/Annual_report1.pdf Income statement Page 116 Page 78 Link http://www.akersolutions.com/ann http://www.akersolutions.com/NR/rdonlyres/7 ualreport/index.htm 8C1DC15-71FB-45B8-BC1C- 46DBF1DB03A9/15712/Annual_report1.pdf Balance sheet Pages 117 Pages 79 Link http://www.akersolutions.com/ann http://www.akersolutions.com/NR/rdonlyres/7 ualreport/index.htm 8C1DC15-71FB-45B8-BC1C- 46DBF1DB03A9/15712/Annual_report1.pdf Cash flow statement Page 118 Page 80 Link http://www.akersolutions.com/ann http://www.akersolutions.com/NR/rdonlyres/7 ualreport/index.htm 8C1DC15-71FB-45B8-BC1C- 46DBF1DB03A9/15712/Annual_report1.pdf Notes to the financial statements Pages 119-123 Pages 82-85 Link http://www.akersolutions.com/ann http://www.akersolutions.com/NR/rdonlyres/7 ualreport/index.htm 8C1DC15-71FB-45B8-BC1C- 46DBF1DB03A9/15712/Annual_report1.pdf Auditor’s statement Page 124 Page 86 Link http://www.akersolutions.com/ann http://www.akersolutions.com/NR/rdonlyres/7 ualreport/index.htm 8C1DC15-71FB-45B8-BC1C- 46DBF1DB03A9/15712/Annual_report1.pdf

26 Aker Solutions ASA, Prospectus of 22. December 2009

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Auditing of historical annual financial information

Statement of audited historical financial information The historical financial information for 2007 and 2008 has been audited.

A link to the statement of audited historical financial information is given in the table on the previous page.

Audit committee An Audit Committee for 2009 will be established. The Chairman of the Audit Committee is not yet appointed.

The Chairperson of the Audit Committee is not the Chairperson of the Board. The Audit Committee assists the Board of Directors relating to the integrity of the Company’s financial statements, financial reporting processes and internal controls, risk management and performance of the external auditor. The Committee conducts an annual self-evaluation according to its mandate.

Members 2009: To be decided.

Age of latest financial information

Last year of audited financial information The last year of audited financial information is 2008.

Legal and arbitration proceedings The Company is a party to a number of lawsuits and regulatory proceedings in various jurisdictions arising, for the most part, in the ordinary course of its business operations, including employment litigation and environmental proceedings. While the ultimate outcome of these lawsuits and proceedings cannot be determined at this time, after considering the defenses available to the Company, applicable insurance coverage and any related reserves established, none of these lawsuits and proceedings, individually or in the aggregate, is anticipated to result in liability for amounts material to the Company's financial condition or operating results.

There are no further governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the Company and/or Group's financial position or profitability.

Statement of no significant change There has been no significant change in the financial or trading position of the group which has occured since the end of the last financial period for which either audited financial information have been published, or an appropriate negative statement.

27 Aker Solutions ASA, Prospectus of 22. December 2009

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11. Third party information and statement by experts and declarations of any interest

Third party information Only Publicly available information and information provided by Aker Solutions ASA has been used as source of information for the production of this document.

28 Aker Solutions ASA, Prospectus of 22. December 2009

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12. Documents on display

The following documents (or copies thereof) may be inspected for the life of the Registration document at the headquarter of Aker Solutions ASA, Snarøyveien 36, 1364 Fornebu, Norway:

(a) the memorandum and articles of association of Aker Solutions ASA; (b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at Aker Solutions ASA' request any part of which is included or referred to in the registration document; (c) the historical financial information of Aker Solutions ASA and its subsidiary undertakings for each of the two financial years preceding the publication of the registration document.

29 Aker Solutions ASA, Prospectus of 22. December 2009

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13. Cross Reference List

Reference in Registration Page number Refers to Document Subsidiaries Page 18 Annual Report 2008, pages 113-115 Link http://www.akersolutions.com/NR/rdonlyres/1F4DA53F-C5F0-4E8B-B2FB- 439A47213CAE/19541/08_anrep_en_web.pdf.

Historical Financial Information Page 25 / 26 Annual Report 2008 and 2007 Link http://www.akersolutions.com/annualreport/index.htm http://www.akersolutions.com/NR/rdonlyres/78C1DC15-71FB-45B8-BC1C- 46DBF1DB03A9/15712/Annual_report1.pdf

Statement of audited historical Page 25 / 26 / 27 Annual Report 2008 and 2007 financial information Link http://www.akersolutions.com/annualreport/index.htm http://www.akersolutions.com/NR/rdonlyres/78C1DC15-71FB-45B8-BC1C- 46DBF1DB03A9/15712/Annual_report1.pdf

30 Aker Solutions ASA, Prospectus of 22. December 2009

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14. Aker Solutions ASA' Articles of Association

ARTICLES OF ASSOCIATION OF AKER SOLUTIONS ASA (Org.no.: 986 529 551) (latest amendments approved on 2 April 2009) § 1 The Company is a public limited company. The name of the Company is Aker Solutions ASA. § 2 The registered address is in the county of Bærum. § 3 The objectives of the Company are to own or carry out industrial- and other associated businesses, management of capital and other functions for the Group, and to participate in or acquire other businesses. § 4 The Company’s share capital is NOK 548,000,000 divided into 274,000,000 shares, each having a par value of NOK 2. The Company’s shares shall be registered with the Norwegian Securities Register (Verdipapirsentralen). § 5 The Board of Directors shall consist of 6-10 members of whom 1/3 shall be elected by and among the employees of the companies within the Aker Solutions Group. Up to 3 shareholder elected deputy members may be elected annually. § 6 The Company shall have an election committee consisting of minimum 3 members to be elected by the General Meeting. The election committee shall prepare the election of board members. The General Meeting may adopt instruction for the election committee’s tasks. § 7 The Chairman alone, or two Directors jointly of whom at least one shall have been elected by the shareholders, shall have the right to sign on behalf of the Company. § 8 The Company shall not have more than one Managing Director. § 9 Notice of the General Meeting shall be made by written notification to all shareholders with a known address giving at least two (2) weeks notice. The Company may set a deadline in the notice for registration to the General Meeting, which shall not fall earlier than five (5) days prior to the General Meeting. The Chairman of the Board or his appointee shall preside at the General Meeting. The Annual General Meeting shall consider, and decide on, the following issues: a) Approval of the annual accounts and the annual report, including distribution of dividend. b) Other matters which, by law or under the Articles of Association, are the businesses of the General Meeting. The General Meeting may be held in Oslo.

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