NOTICE OF ANNUAL GENERAL MEETING

IN AKER CARBON CAPTURE ASA

The board of directors hereby calls the annual general meeting in Aker Carbon Capture ASA, org. no. 925 355 496 (the "Company"), on April 18, 2023 at 15:00h (CET) as a virtual meeting at https://web.lumiagm.com/169239528

IMPORTANT MESSAGE:

The Annual General Meeting will be held as a digital meeting only, with no physical attendance for shareholders. To participate in the general meeting, please log in to: https://dnb.lumiagm.com/either on your smartphone, tablet or PC. Enter Meeting ID: 169-239-528 and click Join. You must then identify yourself with the reference number and PIN code from VPS for the general meeting that you will find in VPS Investor Services (Corporate Actions - General Meeting - ISIN) or sent you by post on this form (for non-electronic actors).

You will have the opportunity to log in one hour before the general meeting starts from 14:00h.

Shareholders must be logged in before the general meeting starts.

Shareholders are welcome to contact DNB Registrars Department on phone + 47 23 26 80 20 (between 08:00-15:30) or send an e-mail to genf@dnb.no if they need their reference number and PIN code or if they have technical questions.

Shareholders may find an online guide on the Company's website www.akercarboncapture.com describing how shareholders can participate in the virtual meeting. Shareholders may choose to vote in advance or by proxy as described in this notice.

The following matters are on the agenda:

  1. Opening of the general meeting by the person appointed by the Board of Directors to open the meeting (no voting)
  2. Election of a person to chair the meeting, and a person to sign the minutes of meeting
  3. Approval of the notice of the meeting and the agenda
  4. Approval of the 2022 annual accounts of Aker Carbon Capture ASA and Annual Report
  5. Consideration of the Board of Directors' Corporate Governance Report (no voting)
  6. Determination of remuneration of the auditor
  7. Advisory vote on the Remuneration Report
  8. Approval of revised Instructions for the Nomination Committee
  9. Election of members of the Nomination Committee
  10. Election of shareholder-elected members of the Board of Directors

1 4

  1. Remuneration of the Board of Directors and Audit Committee
  2. Remuneration of the members of the Nomination Committee
  3. Approval of amendments to the Articles of Association

The Board of Directors proposes to amend the Articles of Association § 6 by removing paragraph three, which sets out that the Company may set a deadline for registration of attendance up to five days prior to the general meeting. The current fourth, fifth and sixth paragraph become the new third, fourth and fifth paragraph.

  1. Authorisation to the Board of Directors to increase the share capital
  2. Authorisation to the Board of Directors for acquisition of treasury shares in connection with acquisitions, mergers, de-mergers or other transactions
  3. Authorisation to the Board of Directors for acquisition of treasury shares in connection with share purchase and incentive programs for employees
  4. Authorisation to the Board of Directors for acquisition of treasury shares for the purpose of investment or for subsequent sale or deletion of such shares

***

The shares of the Company and the right to vote for shares

The Company's share capital is NOK 604,242,218 divided into 604,242,218 shares each having a par value of NOK 1. Each share is entitled to one vote at the general meeting. There are no limitations for voting rights set out in the articles of association, however, no voting rights may be exercised for the Company's own shares (treasury shares) or for shares held by the Company's subsidiaries. As per the date hereof, the Company holds no own shares.

Each shareholder has the right to vote for the number of shares owned by the shareholder and registered on an account in the Norwegian Central Securities Depository (VPS) belonging to the shareholder at the time of the general meeting. If a shareholder has acquired shares and the share acquisition has not been registered with the Norwegian Central Securities Depository at the time of the general meeting, voting rights for the acquired shares may only be exercised if the acquisition is reported to the Norwegian Central Securities Depository and proven at the general meeting. In case of ownership transfer, the parties may agree that the seller can exercise the shareholder rights until the rights have been assumed by the acquirer.

Voting rights on shares registered in VPS accounts belonging to custodians, cf. the Norwegian Public Limited Liability Companies Act section 4-10, may from the Company's point of view, not be exercised, neither by the beneficial owner nor the custodian. However, the beneficial owner of the shares may exercise voting rights if he proves that he has taken the necessary actions to terminate the custodianship of the shares and that the shares will be transferred to an ordinary VPS account in the name of the owner. If the owner can prove that he has initiated such measures and that he has a real shareholder interest in the Company, he may, in the opinion of the Company, vote for the shares even if they are not yet registered in an ordinary VPS account.

The shareholders' rights

A shareholder cannot demand that new items are added to the agenda when the deadline for such request has expired, cf. section 5-11 second sentence of the Norwegian Public Limited Liability Companies Act.

2 4

A shareholder has the right to make proposals for a resolution regarding the items which will be considered by the general meeting.

A shareholder has the right to require board members and the general manager to provide necessary information to the general meeting that may affect the approval of the annual accounts and the annual report and the consideration of matters submitted to shareholders for decision. The same applies to information regarding the Company's financial condition including information on other companies in which the company participates and other matters to be addressed at the general meeting, unless the information required cannot be disclosed without causing disproportionate harm to the Company.

If additional information is necessary, and an answer cannot be given at the general meeting, a written answer shall be prepared within two weeks from the date of the general meeting. Such answer shall be available to the shareholders at the Company's premises and be sent to shareholders requesting the information. If the answer is considered material for evaluation of the circumstances mentioned in the previous paragraph, the answer should be sent to all shareholders with known address.

Participation

The annual general meeting will be held as a digital meeting via Lumi AGM on https://web.lumiagm.com/169239528Click on the link or copy the URL of your browser to attend at the general meeting. Aker Carbon Capture ASA meeting ID will be: 169-239-528.

By participating online via Lumi AGM shareholders can vote on each agenda item, submit written questions from smartphones, tablets or stationary devices as well as follow live webcast (in English). No pre-registration is required for shareholders who want to participate, but shareholders must be logged on before the general meeting starts. Note that it will not be possible to log on to the meeting after it has started. We therefore encourage shareholders to log in well in advance of the general meeting. The general meeting is open for login one hour before start-up.

Secure identification of shareholders will be done using the PIN code and reference number listed on the attached form or on the shareholder's account in VPS Investor Services.

More information and guideline regarding digital participation via Lumi AGM is available on www.akercarboncapture.com.

Proxy with or without voting instructions

Instead of participating online, shareholders may prior to the annual general meeting vote in advance by proxy. Proxy with or without voting instructions can, if desirable, be given the Chair of the Board of Directors, or the person he appoints. Shareholders who wish to participate at the general meeting by proxy without voting instructions are encouraged to register the proxy through the Company's website www.akercarboncapture.com or to send the proxy electronically via "Investortjenester" (VPS Investor services), a service offered by most registrars in Norway, or by completing and returning the enclosed proxy form scanned by email to genf@dnb.no, or alternatively by post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. Proxy forms should be received no later than April 17, 2023 at 15:00h CET.

Proxies with voting instructions to the Chair of the Board of Directors cannot be submitted electronically and must be sent by e-mail to genf@dnb.no or by regular mail to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway. For instruction to other proxy holders, submit a proxy without voting instructions and agree directly with the proxy holder how votes should be cast.

Voting by means of electronic communication prior to the general meeting

Instead of participating online, shareholders may prior to the annual general meeting vote in advance electronically on each agenda item via the Company's website www.akercarboncapture.comor via

3 4

"Investortjenester" (Investor services) (PIN code and reference number from this notice of general meeting is required). The deadline for prior voting is April 17, 2023 at 15:00h CET. Up until the deadline, votes already cast may be changed or withdrawn. Votes already cast prior to the general meeting will be considered withdrawn should the shareholder attend the general meeting in person or by proxy.

This notice and the enclosed form for notice of attendance/proxy will also be made available on www.akercarboncapture.com.

Any shareholder who wants to receive the documents can contact the investor relations department - contact data is available at www.akercarboncapture.com> Investors > Scroll down to "IR Contact" > Find email addresses below.

Electronic Investor Information and change of address

Aker Carbon Capture urges shareholders to receive investor messages from the Norwegian Central Securities Depository (Euronext VPS) electronically, both from an environmental and cost perspective.

To receive investor information electronically, including invitations to general meetings and change of address, visit your online bank or euronextvps.no (log in via myVPS in the top-right corner).

***

The following documents will be available on www.akercarboncapture.com:

  • This notice and the enclosed form for proxy
  • The Board of Directors' proposed resolutions for the annual general meeting for the items listed above
  • The Board of Directors' proposed 2022 annual accounts of Aker Carbon Capture ASA and Annual Report, which includes Corporate Governance Report and the auditor's report
  • Corporate Governance Report for 2022
  • Aker Carbon Capture Remuneration Report
  • The Nomination Committee's Recommendation on Election of Members of the Board of Directors and to the Nomination Committee, the Nomination Committee's Recommendation on Remuneration of Members of the Board of Directors and Audit Committee and the Nomination Committee
  • Revised Instructions for the Nomination Committee
  • Revised Articles of Association
  • Guidelines for online participation

***

Date: March 20, 2023

AKER CARBON CAPTURE ASA

The Board of Directors

Enclosure: Proxy forms

4 4

Ref no:PIN - code:

Notice of Annual General Meeting

The Annual General Meeting in Aker Carbon Capture ASA will be held on 18 April 2023 at 15:00 CET as a virtual meeting.

The shareholder is registered with the following amount of shares at summons:

and vote for the number of shares

registered in Euronext per Record Date 17 April 2023.

Deadline for registration of advance votes, proxies and instructions: 17 April 2023 at 15:00h CET.

Electronic registration

Alternatively, "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".

Step 1 - Register during the enrollment/registration period:

  • Either through the company's website www.akercarboncapture.comusing a reference number and PIN - code (for those of you who receive the notice by post-service), or
  • Log in through VPS Investor services; available at euronextvps.noor through own account keeper (bank/broker). Once logged in - choose Corporate Actions - General Meeting - ISIN

You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:

"Enroll" - There is no need for registration for online participation, enrollment is not mandatory "Advance vote" - If you would like to vote in advance of the meeting

"Delegate Proxy" - Give proxy to the Chair of the Board of Directors or another person "Close" - Press this if you do not wish to register

Step 2 - The general meeting day:

Online participation: Please login through https://web.lumiagm.com/169239528You must identify yourself using the reference number and PIN - code from VPS - see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am - 3:30 pm). On the company's web page www.akercarboncapture.comyou will find an online guide describing more in detail how you as a shareholder can participate in the virtual meeting.

If you are not logged in before the meeting starts, you will not be granted access.

1 2

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Aker Carbon Capture AS published this content on 17 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 March 2023 08:26:03 UTC.