Aker Holding owners sign supplementary agreement
(Thomson Reuters ONE) - Following a renewed review of the June 2007 shareholder agreement, the owners ofAker Holding AS have agreed on supplementary terms that detail how transactionswith closely related parties are to be handled in the future. The supplementaryagreement will be signed today.The need to review the shareholder agreement was recognized in the spring of2009. At that time, the parties concurred that the forthcoming revised agreementwould 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 theabove principle and, among other issues, details what are regarded astransactions with closely related parties, the companies to which the rulespertain, and the relevant procedures for notifying Aker Holding board membersand shareholders. The complete adendum agreement is enclosed with thisannouncement. 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 AkerSolutions' processing procedures for such corporate matters. Aker Solutions isnot a party to the agreement, and the agreement does not require any specialtreatment by Aker Solutions of Aker Holding or the latter company'sshareholders.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
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Datum: 25.01.2010 - 10:22 Uhr
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