Notice of Extraordinary General meeting - merger with Aker Solutions ASA

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

21 August 2020 - Reference is made to the stock exchange announcement made by Kværner ASA (“Kvaerner”) on July 17, 2020 regarding, among other things, the contemplated merger with Aker Soltuions ASA (“Aker Solutions”) as further set out in the merger plan dated July 17, 2020 (the “merger”). The merger contemplates that Aker Solution will absorb all the assets, rights and obligations of Kvaerner and that Kvaerner is dissolved. Completion of the merger is conditional upon, inter alia, the approval by the general meetings in each of Aker Solutions and Kvaerner.

Kvaerner hereby calls for an Extraordinary General Meeting to be held on September 25, 2020 at 13:00 CET, where the approval of the merger is on the agenda. The meeting will be held at Kvaerner offices at Snarøyveien 20, 1366 Lysaker, Norway. However, due to the COVID-19 situation, shareholders are encouraged not attend physically, but instead vote electronically prior to the meeting or issue a proxy to the Chairman.

All documents to be processed in the meeting will be made available on www.kvaerner.com.

Notice of the meeting including link to cast your vote is available on www.kvaerner.com. The deadline for prior voting is 12:00 CET on 24 September 2020.

Please find attached the following documents:

• The notice of the Extraordinary General Meeting including attendance and proxy forms
• The proposed resolutions for the Extraordinary General Meeting
• The merger plan and the report from the Board of Directors and the expert statements

ENDS

For further information, please contact:

Investor contact:

Øyvind Halvorsen, VP Treasury, Kvaerner, +Mob: +47 976 97 620, email: ir@kvaerner.com

Media:

Torbjørn Andersen, Head of Communications & IR, Kvaerner, Mob: +47 928 85 542, email: torbjorn.andersen@kvaerner.com

About Kvaerner:

Kvaerner is a project execution specialist and a trusted advisor for our customers. We provide engineering, procurement and construction (EPC) services and deliver advanced offshore and onshore installations around the world.

We have offices in seven countries and approximately 2 800 employees. Health, Safety, Security and Environment (HSSE) has the highest priority in our work, and we aim to deliver technology and solutions in a safe and sustainable way. Our passion, experience and expertise realise values for costumers and societies. Kværner ASA, through its subsidiaries and affiliates ("Kvaerner"), is an international contractor and preferred partner for operators and contractors within oil and gas, renewable energy and in the field of engineering and fabrication.

In 2019, Kvaerner's Field Development segment had consolidated annual revenues of NOK 9.4 billion and the company reported an order backlog at 30 June 2020 of NOK 9 billion. Kvaerner is publicly listed with the ticker "KVAER" at the Oslo Stock Exchange. For further information, please visit www.kvaerner.com (http://www.kvaerner.com).

To subscribe or unsubscribe to our press releases, please see our web page: https://www.kvaerner.com/investors/news-and-stock-exchange-announcements/subscribe-to-releases/

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of Aker Solutions or Kvaerner. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Neither Aker Solutions or Kvaerner intend to register any part of their securities in the United States or to conduct a public offering of securities in the United States. Any sale, offer or delivery in United States of the securities mentioned in this announcement will be made solely to U.S. shareholders of Kvaerner who are (i) non-U.S. persons as defined in Regulation S of the Securities Act, or (2) "accredited investors" as defined under Regulation D of the Securities Act.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Aker Solutions and Kvaerner believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which Aker Solutions and Kvaerner operate, Aker Solutions and Kvaerner's ability to attract, retain and motivate qualified personnel, changes in Aker Solutions' and Kvaerner's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Neither Aker Solutions nor Kvaerner guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither Aker Solutions nor Kvaerner undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Skandinaviska Enskilda Banken AB (publ) is acting exclusively for Aker Solutions in connection with the merger and for no one else and will not be responsible to anyone other than Aker Solutions for providing the protections afforded to its clients or for providing advice in relation to the merger.

Arctic Securities AS is acting exclusively for Kvaerner in connection with the merger and for no one else and will not be responsible to anyone other than Kvaerner for providing the protections afforded to its clients or for providing advice in relation to the merger.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of Aker Solutions or Kvaerner.

Neither Skandinaviska Enskilda Banken AB (publ), Carnegie AS, Arctic Securities AS nor any of their respective affiliates accepts any liability arising from the use of this announcement.

This information is subject to the disclosure requirements pursuant to Section 5 -12 the Norwegian Securities Trading Act.