Aker ASA: Announces Transactions with Aker Horizons and Aker Carbon Capture

09 May 2025 07:00 CEST

Reference is made to the announcements today by Aker Horizons ASA ("AKH") and
Aker Carbon Capture ASA ("ACC") regarding respective transactions involving Aker
entities.

The independent transactions are the outcome of a comprehensive strategic review
of alternatives for a refinancing of Aker Horizons. The proposed totality will
also simplify and consolidate Aker ASA's ("Aker") ownership. Full announcements,
including transaction details, are available at www.akerhorizons.com and
www.akercarboncapture.com.

In summary, the main elements are:

1. Aker Horizons:
· Aker Horizons Holding to merge with a subsidiary of Aker ASA against a
merger consideration, whereby AKH shareholders (other than Aker Capital, an Aker
ASA subsidiary) will receive 0.001898 shares in Aker ASA and NOK 0.267963 in
cash for each share owned in AKH (subject to rounding). The exchange rate is
based on the 30-day volume-weighted average share price for each company. Aker
Horizons Holding encompasses all business activities of the Aker Horizons group,
including its shareholding in Aker Carbon Capture ASA (ACC), investment in
Mainstream Renewable Power, and the Narvik properties.
· Aker ASA will settle the consideration shares in the merger with treasury
shares or issue new shares pursuant to current board authorizations.
· AKH's NOK 2.5 billion green bond will be redeemed before the original
maturity date of August 15, 2025, using existing cash reserves, thereby reducing
cash interest costs that would have accrued until the bond's maturity.
· Bondholders in the NOK 1.6 billion convertible bond will be offered
redemption at 93% of par value. Aker Capital will remain with NOK 1.3 billion of
this debt.
· The debtor position of other loans in AKH will be moved to Aker Horizons
Holding and continued.

2. Aker Carbon Capture:
· A subsidiary of Aker Capital will acquire the 20% ownership interest in
SLB Capturi AS for a cash consideration of NOK 635 million and undertake
guarantee commitments to cover ACC's parent company guarantees and liabilities
towards SLB in relation to the partnership. These agreements will increase the
distributable reserves in ACC, ensuring a significant liquidity event for ACC
shareholders. Following completion of the sale of the ownership interest in SLB
Capturi, the ACC Board of Directors will propose that shareholders approve a
dividend payment of approximately NOK 1.7 billion.

Final approval of certain transaction matters is subject to the approval of
extraordinary general meetings in both AKH and ACC. The boards of all involved
companies believe that the mergers and transactions described in the
announcements are in the best commercial interests of the respective companies
and their shareholders and have deemed it advisable to complete the transactions
as announced.

Please also find attached a shareholder letter from Kjell Inge Røkke, Chairman
of Aker.

-ENDS-

For further information, please contact:

Svein Oskar Stoknes, Chief Financial Officer Aker ASA
Tel: +47 948 04 643
Email: svein.stoknes@akerasa.com

Atle Kigen, Head of Media Relations and Public Affairs Aker ASA
Tel: +47 907 84 878
Email: atle.kigen@akerasa.com

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation article 7 and is subject to the disclosure requirements
pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading
Act. This stock exchange announcement was published by Laila Hop, Paralegal,
Aker ASA, on May 9, 2025, at 07.00 CEST.

More information:
Access the news on Oslo Bors NewsWeb site

645864_Chairman_Letter_to_Shareholders.pdf
645864_Brev_til_medaksjonarer.pdf