Following a renewed review of the June 2007 shareholder agreement, the owners of
Aker Holding AS have agreed on supplementary terms that detail how transactions
with closely related parties are to be handled in the future. The supplementary
agreement will be signed today.
The need to review the shareholder agreement was recognized in the spring of
2009. At that time, the parties concurred that the forthcoming revised agreement
would ensure:
* "that any new transactions with closely related parties are processed by the
general meeting of Aker Solutions ASA or its subsidiaries pursuant to
section 3-8 of Norway's public limited liability companies act, such that
the matter must have the unanimous approval of the board of directors of
Aker Holding AS." (See 11 May 2009 notice).
The current supplement and amendments to the shareholder agreement implement the
above principle and, among other issues, details what are regarded as
transactions with closely related parties, the companies to which the rules
pertain, and the relevant procedures for notifying Aker Holding board members
and shareholders. The complete adendum agreement is enclosed with this
announcement. The main items are as follows:
* The overriding principle of the adendum agreement is that transactions
governed by the adendum agreement involving closely related parties are not
to be executed by the Aker Group unless the board of Aker Holding has
unanimously approved the transaction in question.
* The adendum agreement as a rule governs all transactions entered into
between companies in the Aker Group and subsidiaries of Aker Solutions ASA,
to the extent that the particulars of the agreement in question would have
triggered mandatory processing by the general meeting of Aker Solutions ASA,
pursuant to section 3-8 of Norway's public limited liability companies act,
had Aker Solutions ASA been an agreement counterparty.
* Pursuant to section 3-8 of Norway's public limited liability companies act,
processing by the general meeting is not required for agreements that are
entered into as part of a company's regular operations. In applying the
expanded veto rights associated with section 3-8 issues, it has been agreed
that such exceptions do not apply to transfers of business activities
(including sales of shareholdings and key business assets) between the
aforementioned companies for which the value of the compensation payable by
Aker Solutions ASA subsidiaries exceeds NOK 100 million.
* The adendum agreement as a rule does not apply to agreements entered into by
subsidiaries that are stock-exchange listed or in which the effective
ownership interest is 50 percent or less. The adendum agreement applies to
agreements that are entered into after the agreement date, but do not apply
post facto; similarly, they do not apply to the execution and/or follow-up
of agreements already entered into.
* Both the board of directors and shareholders of Aker Holding must be
informed as to transactions that will require processing and unanimous
approval by the company's board of directors. Further, quarterly overviews
are to be prepared for other transactions between closely related parties
regarding the relevant companies for which the transaction value exceeds
NOK 10 million. Aker Holding's chairman or managing director will be the
contact person between the company and the shareholders.
The adendum agreement does not entail any responsibility for or change in Aker
Solutions' processing procedures for such corporate matters. Aker Solutions is
not a party to the agreement, and the agreement does not require any special
treatment by Aker Solutions of Aker Holding or the latter company's
shareholders.
This information is subject of the disclosure requirements acc. to §5-12 vphl
(Norwegian Securities Trading Act)
[HUG#1376911]
Addendum: http://hugin.info/138689/R/1376911/338060.pdf