Aker Carbon Capture has decided to sell its 20 percent ownership interest in SLB Capturi to Aker, targeting cash distribution to its shareholders and subsequent liquidation

09 May 2025 06:55 CEST

Aker Carbon Capture ASA (Aker Carbon Capture or ACC) and Aker ASA (Aker) today
announce an agreement whereby Aker will buy the 20 percent ownership interest in
SLB Capturi. The agreement forms part of an overall solution for ACC that will
optimize value for shareholders by ensuring a significant liquidity event.

The transaction follows a strategic review process in Aker Carbon Capture,
concluding that this transaction represents the most attractive alternative for
Aker Carbon Capture and its shareholders.

The agreement implies a transaction value for Aker Carbon Capture of NOK 3.03
per share, or NOK 1.83 billion, which represents a premium of 15% to yesterday's
closing price and 19% to the volume weighted average price during the last 30
days. Key elements include:

· Aker, through a subsidiary of Aker Capital AS (ACC HoldCo), will acquire the
20% ownership interest in SLB Capturi AS held by ACC's subsidiary Aker Carbon
Capture AS for a cash consideration of NOK 635 million.

· Aker Capital AS will offer a guarantee to cover ACC's parent company
guarantees and liabilities towards SLB as the seller in relation to the SLB
Capturi partnership. This guarantee will increase the distributable reserves in
ACC.

Following completion of the sale of the ownership interest in SLB Capturi AS,
the ACC Board of Directors will propose that shareholders approve a dividend
payment of approximately NOK 1.7 billion, equalling NOK 2.86 per share in Aker
Carbon Capture. This corresponds to approximately NOK 1.1 billion in existing
cash in ACC, and NOK 635 million in proceeds from the sale to Aker. An
extraordinary general meeting to consider these matters is expected to be called
for 15 May 2025. Subject to shareholder approval and other customary conditions,
the SLB Capturi transaction is expected to close and dividend payment completed
by end of the third quarter 2025.

After the sale of the ownership interest in SLB Capturi AS and the dividend
payment, the Board of Directors will propose to ACC's shareholders that the
company be liquidated, with any remaining cash distributed to shareholders as
liquidation dividends. An extraordinary general meeting to consider these
matters is expected to be called for within 2025.

Karl Erik Kjelstad, Chairman of Aker Carbon Capture comments:

"This transaction grants shareholders early access to capital-two years ahead of
the original timeline-through a carefully structured combination of cash
distributions and dividends, delivering meaningful value amid a period of
pronounced market volatility. Following a thorough strategic review, we are
confident that this represents the  best path to timely value realization for
our shareholders. Furthermore, we are pleased that the transaction will
reinforce strong industrial ownership in SLB Capturi, a joint venture dedicated
to accelerating industrial decarbonization."

Øyvind Eriksen, President and CEO of Aker ASA, comments:

"The creation of SLB Capturi has already delivered substantial value for Aker
Carbon Capture shareholders. This transaction with Aker unlocks additional value
amid ongoing market uncertainty. It also provides a clear and constructive path
forward for our continued strategic collaboration with SLB in the development of
SLB Capturi."

Considerations

The Board of Directors of ACC has reviewed the structure and financial aspects
of the transaction supported by financial and legal advisors. ACC finds the
transaction to be in the best commercial interest of the company and its
shareholders. Consequently, the Board has deemed it advisable to complete the
transactions as described above.

Please refer to ACC's website for an announcement as required pursuant to
Section 3-19 of the Norwegian Public Limited Liability Companies Act, which
regulation applies whenever a subsidiary of a public company such as ACC enters
into a qualifying material agreement with a related party.

Advisors

SEB has acted as financial adviser and Wikborg Rein Advokatfirma AS has acted as
legal counsel to Aker Carbon Capture in connection with the transaction.

Contacts

For further information, please contact:

Mats Ektvedt, Media, tel: +47 41 42 33 28, email:
mats.ektvedt@corporatecommunications.no

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 Mats Ektvedt on 9 May
2025.

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