Aker Horizons ASA: Update on merger with Aker

01 Sep 2025 22:08 CEST

Reference is made to the announcement made by Aker Horizons ASA (the "Company"
or "Aker Horizons") on 9 May 2025 whereby the Company announced a merger between
its subsidiary, Aker Horizons Holding AS ("AKHH"), and AKH HoldCo AS ("AKH
HoldCo"), a subsidiary of Aker ASA (the "Merger"). Reference is also made to the
extraordinary general meeting in the Company held on 6 June 2025 ("EGM") where
it among other things was resolved to distribute all of the Company's shares in
AKHH as a dividend in-kind (the "Dividend Shares") to the Company's shareholders
in order to enable the Company's shareholders to benefit directly from the
Merger consideration.

The creditor notice period for the Merger expired on 17 July 2025. The Company's
board of directors has, in accordance with the EGM's resolution, concluded that
all conditions for completion of the distribution of the Dividend Shares have
been met and decided that the Dividend Shares shall be distributed to the
Company's shareholders as of 4 September 2025, as registered in the Company's
shareholder register in the VPS on 8 September 2025.

Following the distribution of the Dividend Shares, all conditions for completion
of the Merger are satisfied, and the Merger is on this basis expected to be
completed during the first half of September 2025.

Shareholders in Aker Horizons (other than AKH HoldCo as the acquiring company in
the Merger) will upon completion of the Merger receive merger consideration in
the form of NOK 0.267963 in cash and 0.001898 shares in Aker ASA for each share
owned in Aker Horizons. Fractions of Aker ASA consideration shares will not be
allotted in the Merger. For each shareholder the number of Aker ASA shares will
be rounded down to each whole number, or to zero shares. Excess shares, which
because of this round down will not be allotted to eligible shareholders, will
be issued to, and sold by, DNB Bank ASA according to instructions from Aker ASA
at the expense and risk of the beneficiaries with a proportionate distribution
of net sales proceeds among the shareholders who have the number of
consideration shares rounded off. The Merger consideration shares are expected
to be delivered to the eligible Aker Horizons shareholders' VPS account and the
Merger cash consideration is expected to be paid out to such shareholders on or
about 12 September 2025.

Since the Merger is between AKHH and AKH HoldCo, shareholders in the Company
will retain their Aker Horizons shares, in addition to the allotted Merger
consideration shares in Aker ASA, following completion of the Merger. For more
information on Aker ASA, please visit www.akerasa.com.

After completion of the merger, Aker Horizons will have a cash position of
approximately NOK 20 million, NOK 1.6 billion in convertible debt and a
corresponding receivable from AKHH and the Company will remain listed on the
Oslo Stock Exchange. The Board will work on defining Aker Horizons' future
strategy and structure following completion of the Merger and will revert with
an update once the Company's board of directors has concluded in this respect.

ENDS

For further information:

Investor Relations:

Jonas Gamre
Mobile: +47 97 11 82 92
E-mail: jonas.gamre@akerhorizons.com

Media:

Mats Ektvedt
Mobile: +47 41 42 33 28
E-mail: mats.ektvedt@corporatecommunications.no

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

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