Proposal from the nomination committee of Aker ASA to the annual general meeting of the company to be held on 17 April 2013 The Aker ASA nomination committee comprises the following individuals: Leif Arne Langøy, chairman Gerhard Heiberg Kjeld Rimberg Since the 2012 annual general meeting, the nomination committee has held three (3) meetings. The committee has evaluated the board’s performance and received input from shareholders as to the composition of the board. In connection with the annual general meeting of Aker ASA to be held on 17 April 2013, the nomination committee submits the following unanimous proposal: 1. Appointment of members to the board of directors Pursuant to the company’s articles of association, the board is to consist of six to twelve board members of which one third are to be elected by and amongst the employees. The board now consists of ten board members of which six are shareholder-elected board members. Of the shareholder-elected board members Stine Bosse, Anne Marie Cannon and Kristin Krohn Devold are up for election this year. The committee proposes that two of these are re-elected, namely Stine Bosse and Kristin Krohn Devold. The committee further proposes that Karen Simon (born 1959) is elected as new member to the board. Karen Simon has 29 years of investment banking experience with JP Morgan and is currently a Vice Chairman of the investment bank. During her career with JP Morgan she has held a number of positions in the oil & gas team in both the US and the UK including head of the EMEA energy team during the 1990's. From 2000 onwards Ms. Simon was co-head of the EMEA debt capital markets group and global co-head of private equity investment banking from 2007 to 2012. Ms. Simon served on the EMEA debt underwriting and reputational risk committees as well as a member of the EMEA management team. Today Ms. Simon resides in Houston, Texas but has a global role as a senior banker to oil & gas clients across all sectors and geographies. Ms. Simon holds no shares in Aker ASA, and has no stock options. She is a dual UK and US citizen. The committee proposes that all members are elected for a period of two years. All directors and proposed candidates are independent of the company’s executive management and major business contacts. With the exception for Kjell Inge Røkke, who represent the main shareholder. The board will thus consist of the following shareholder-elected members: Kjell Inge Røkke (chairman), Finn Berg Jacobsen (deputy chairman), Stine Bosse, Kristin Krohn Devold, Leif O. Høegh and Karen Simon. In its work, the nomination committee has emphasized that the board’s composition reflects a variety of experience, knowledge and qualifications. This contributes to a balanced prioritizing of different issues and beneficial decisions for the development of the company. It further strengthens the board’s ability to complement, challenge and control the management of the company. To satisfy these criteria, the nomination committee suggests that the annual general meeting makes a joint vote over the proposed board composition. 2. Election of a member to the nomination committee. Of the three members of the nomination committee, Kjeld Rimberg is up for election this year. The committee proposes that Kjetil Kristiansen is elected as new member of the nomination committee for a period of two years. Kjetil Kristiansen (born in 1969) is the Head of HR in Aker ASA. He has 15 years of HR experience from the Aker system. Prior to his latest Aker ASA assignment, he was head of HR in the Subsea business area in Aker Solutions for 4 years. He has a psychologist education, and also holds a B.SC degree in Philosophy & Intellectual history from the University of Oslo. With the exception of Kjetil Kristiansen, all the members of the nomination committee are independent of the board and other senior executives. The nomination committee will thus consist of: Leif-Arne Langøy (chairman), Gerhard Heiberg and Kjetil Kristiansen. 3. Proposed fees for the board of directors and audit committee. The nomination committee proposes an increase of about 4 per cent in the remuneration. The following fees are proposed to the members of the board and the audit committee for the period from the annual general meeting 2012 until the annual general meeting 2013: Board chairman: NOK 540,000 Deputy chairman: NOK 375,000 Board members: NOK 325,000 Audit committee chairman: NOK 165,000 Audit committee members: NOK 110,000 The remuneration amounts for the board chairman and deputy chairman are higher than for other board members because of the additional responsibilities and obligations inherent in the former offices. According to Aker policy leading personnel employed in Aker companies may not personally receive board remuneration from other Aker companies. Instead, board remuneration will be paid directly to the company in which the board member is employed. 4. Proposed fees for the members of the nomination committee The nomination committee proposes an increase of 4 per cent in the remuneration. The following fees are proposed to the members of the nomination committee for the period from the annual general meeting in 2012 until the annual general meeting 2013: Chairman and members: NOK 52,000 Oslo, 4 April 2013 Leif-Arne Langøy Chairman of the nomination committee CV - re-elected board members in Aker ASA Stine (Christine) Bosse (born 1960) received her Master of Law from the University of Copenhagen and has completed training programs and courses at INSEAD, Wharton and Harvard. Before being appointed CEO of Trygvesta in 2001, she held various positions at Tryg. She serves as chair of the supervisory board of BørneFonden, Danish member of ChildFund Alliance, and as director of Nordea Bank, Amlin plc. and Geneva Association. Ms. Bosse is former chair of the Danish Insurance Association, and former director of Grundfos, TDC, and Flügger. In 2010, she was appointed Advocate for the Millennium Development Goals by the UN Secretary General. As of 31 December 2012, Ms. Bosse holds 400 shares in Aker ASA, and has no stock options. Ms. Bosse is a Danish citizen. She has been member of the Aker ASA board since 2011 and has attended 89 percent of the board meetings in 2012. Kristin Krohn Devold (born 1961) was a Member of the Norwegian Parliament for the Conservative Party from 1993 to 2005. She was Minister of Defense from 2001 to 2005. Ms. Krohn Devold is currently the General Secretary of The Norwegian Trekking Association and director of several companies, including Aker Kværner Holding AS, Hexagon ASA, Sølvtrans ASA and the Terra group. She has a MSc degree from the Norwegian School of Economics (NHH) and has a bachelor degree in sociology from the University of Bergen. As of 31 December 2011, Ms. Krohn Devold holds no shares in Aker ASA, and has no stock options. Ms. Krohn Devold is a Norwegian citizen. She has been member of the Aker ASA board since 2007 and has attended all board meetings in 2012. .