Akastor

Investor Presentation • Feb 14, 2024

Quarterly presentation – Akastor ASA 4Q 2023

February 14, 2024

Akastor © 2024

2023 highlights

	―	2023 adj. EBITDA of USD 132 million, up 30% versus 2022. Company refinanced with USD 200 million bond, a key enabler for a potential future liquidity event for HMH.
DRU arbitration	―	Arbitration process near complete, waiting for award
	―	AGR sold to ABL, with carve out of investments in Maha Energy and Føn Energy Services
	―	Settlement of USD 20 million seller's credit related to sale of preference shares
	―	Company sold to Diamond Key International
	―	Two vessels sold. Company refinanced with new USD 31 million loan facility to settle legacy debt and profit split arrangement for the three remaining vessels.
	―	AKOFS Santos and Aker Wayfarer commenced its new contracts with Petrobras
	―	Continued growth, both organically and through M&A

Improved market fundamentals for all portfolio companies seen through 2023

4Q 2023 Highlights

• EBITDA (adj.) of USD 44 million in quarter, 49% increase -2.5 14.5 year-over-year driven by higher aftermarket activity
• 2023 EBITDA (adj.) margin of 17%, up from 15% in 2022
• Strong cash flow in quarter driven by project collections
• Completed refinancing of USD 150 million bond and USD 23 million term loan with new USD 200 million bond
• Full year underlying EBITDA of USD 126 million, representing a 16% increase versus 2022
• Recognised by Staffing Industry Analysts as the largest engineering and technical recruitment business in the world
• All vessels in operation through quarter
• Revenue utilization at or above 90% on all three vessels through period

▪ Solid operational result in quarter driven by full utilization for the two vessels in operation

NET CAPITAL EMPLOYED 1) NOK million, 31 December 2023 11.0 2.6 1.8 1.5 1.0 -0.9 17.0 Book value per share

Financial update

Ownership agenda

Q&A

Summary and outlook

• Strong revenue performance with USD 208 million recorded in 4Q 2023. USD 786 million revenue for FY 2023, up 16% versus FY 2022.
• Record adj. EBITDA performance of USD 44 million in 4Q 2023. FY 2023 adj. EBITDA of USD 132 million, up 30% versus FY 2022.
• USD 197 million orders booked in 4Q 2023, which brings FY 2023 order intake to USD 826 million. Aftermarket Services up 21% versus 2022.
• Successful placement of new USD 200 million senior secured bonds
• USD 34 million in Free Cash Flow generated in 4Q 2023 as major project milestones were reached in the quarter
• Resilient offshore market expected to continue into 2024

High revenue and EBITDA growth driven by increasing end market activity

HMH is generating strong revenue growth, led by its services business, while simultaneously expanding its operating margins, a result of its asset-light business model

HMH highlights | 4Q 2023

• Revenues up 6% year-on-year and up 3% quarteron-quarter driven by increased aftermarket services activity partially offset by lower project/product volume
• EBITDA up 49% year-on-year and up 24% quarteron-quarter driven by increase aftermarket services output and positively impacted by DLS bonus performance payout
• Order intake up 8% year-on-year but down 5% quarter-on-quarter driven by aftermarket service increase versus 2022 but lower versus prior quarter driven by lower product orders
• Free Cash Flow positive 34 million in the quarter driven by key project milestone collections. USD 63 million cash & cash equivalent at end of 4Q 2023

Proforma financials, IFRS

USD millions 183 199 222 ^{207 197} 4Q22 1Q23 2Q23 3Q23 4Q23

EQUIPMENT BACKLOG2) USD millions

FREE CASH FLOW3) USD millions

Akastor © 2024 Slide 7 1) EBITDA adjusted for non-recurring expenses or costs defined as outside of normal company operations (USD 0 million adjustment in 4Q 2023)

2) Equipment backlog defined as order backlog within Projects, Products and Other

3) Free Cash Flow defined as cash generated from operating activities less taxes paid and net investments.

Segments highlights

Aftermarket Services

• Service revenue up 12% year-on-year and up 7% quarter-onquarter driven by increase in spares output and Contractual Services Agreement activity
• Order intake up 8% year-on-year and up 1% quarter-on-quarter driven by Contractual Services Agreement activity orders, partly offset by lower spares and SPS activity

Projects, Products & Other

▪ Revenue down 7% year-on-year and down 8% quarter-on-quarter driven by progress on projects

Net interest-bearing debt

• Net debt of USD 159 million as per end of period
• November refinancing:
  • New USD 200 million Senior Secured Bond (HMHH02)
  • New USD 50 million Super Senior Secured RCF, with USD 22 million utilized per 4Q 2023
  • USD 150 million Senior Secured Bond (HMHH01) repaid
  • USD 23 million term loan repaid
  • USD 40 million RCF draw repaid
• Leverage of 1.2x per 4Q 2023 (NIBD/LTM EBITDA adj.)
• Anticipate RCF to be fully paid down by end of Q1 2024

IBD as per period end	Amount	Key terms
Senior Secured Bond	200	Nordic Bond raised in 4Q 2023. Maturity November 2026. Fixed rate 9.875%.
Super Senior Secured RCF	22	USD 50m facility, maturity May 2026. Margin 350 – 425 bps.
Gross Interest-Bearing Debt	222
Net shareholder loans 1)	112	Subordinated, 8% PIK interest

Financial update

Ownership agenda

Q&A

Net Capital Employed

Net Capital Employed per 4Q 2023 1) Development in 4Q 2023

NOK million NOK million

Net interest-bearing debt development

4Q 2023 highlights

• Net bank debt increased by NOK 8 million in the quarter, to NOK 1 184 million
• "Other" (as shown in graph) includes positive non-cash foreign exchange effects of NOK 36 million
• DDW Offshore net debt of NOK 165 million per end of quarter

NOK million	4Q 2023
Non-current bank debt	236
Current bank debt	1 092
Cash and cash equivalents	-144
Net bank debt	1 184
AKOFS receivable	-262
HMH receivable 1)	-203
Other receivables	-44
Net interest-bearing debt (NIBD)	675

External financing facilities and liquidity

Overview of financing facilities

Facility	Size	Maturity	Margin
Revolving (USD)	USD 60 million [1]	June 2024 [2]	5.5%
Revolving (NOK)	NOK 241 million [1]	June 2024 [2]	5.5%
Subordinated Aker facility	NOK 375 million	July 2024 [2]	12.0%
DDW Offshore Facility	USD 31 million	September 2026	10.85% [3]
ABL/Maha share financing	NOK 57 million	Uncommitted	1.5%

• Commitment from banks and Aker regarding extension of maturity of current facilities to June 30th / July 30th, 2024
• Targeting to refinance revolving facilities upon the receipt of proceeds from the DRU case
• Draw on secured ABL/Maha share financing facility increased by NOK 7 million in 4Q
• NOK 40 million drawn on Aker facility per 31 December 2023

Cash and undrawn facilities as of 31 December 2023

• Cash includes NOK 144 million held through DDW Offshore
• Akastor aims to increase liquidity through realization of assets, including the DRU case. Depending on timing, an increase of financing facilities or alternative financing sources could be required to bridge proceeds.

Akastor © 2024 Slide 13 1) Min. total facility size of NOK 400 million (NOK and USD facility combined) 2) Committed / credit approved, with final documentation to be completed in February 2024 3) Fixed total interest rate

Income statement 4Q 2023 (preliminary)

NOK million	4Q 2023	40 2022	YTD 2023	YID 2022
Revenue and other income	87	79	282	269
EBITDA	23	-14	-2	-01
FRIT	15	-21	-31	-142
Net financial items	-24	-316	10	03
Share of net profit from equity-accounted investees	-151	20	-363	-263
Profit (loss) before tax	-159	-317	-384	-312
Tax income (expense)	-0	1	-0	1
Profit (loss) from cont. operations	-159	-316	-384	-312
Net profit (loss) from disc. operations	9	30	122	55
Profit (loss) for the period	-150	-286	-262	-257

Revenue (NOK million)	4Q 2023	40 2022	YTD 2023	YILD 2022
DDW Offshore	80	46	231	147
Other	7	33	51	122
Reported Group revenue	87	79	282	269
	40	40	YID	YID
EBITDA (NOK million)	2023	2022	2023	2022
DDW Offshore	40	12	84	7
Other	-17	-26	-87	-98
Reported Group EBITDA	23	-14	-2	-01

COMMENTS

▪ JV holdings, including HMH and AKOFS, are not consolidated in the Akastor group financials. Consolidated revenue and EBITDA thus only represent a minor part of Akastor's investments.

Income statement 4Q 2023 (cont.)

NOK million	40 2023	40 2022	YTD 2023	YTD 2022
Revenue and other income	87	79	282	269
EBITDA	23	-14	-2	-01
FRIT	15	-21	-31	-142
Net financial items	-24	-316	10	ਰਤੋ
Share of net profit from equity-accounted investees	-151	20	-363	-263
Profit (loss) before tax	-159	-317	-384	-312
Tax income (expense)	-0	1	-0	1
Profit (loss) from cont. operations	-159	-316	-384	-312
Net profit (loss) from disc. operations	9	30	122	55
Profit (loss) for the period	-150	-286	-262	-257

NOK million	40 2023	4Q 2022	YTD 2023	YTD 2022
Odfjell Drilling	45	22	54	114
NFS Fireroft	10	-144	56	-64
Other investments	10	8	11	7
Contribution from financial investments	66	-114	121	57
Net interest exp. on borrowings	-32	-33	-111	-95
Net interest charges on leases	O	6	9	16
Net foreign exchange gain (loss)	-54	-153	48	168
Other financial income (expenses)	-4	-21	-56	-53
Net financial items	-24	-316	10	વેરૂ
HMH	-69	36	-41	-82
AKOFS Offshore	-80	-15	-315	-179
Other	-2	-2	-7	-2
Share of net profit from equity-accounted investees	-151	20	-363	-263

COMMENTS

• Net financial items include noncash items from financial investments and a non-cash net foreign exchange loss of NOK 54 million
• Equity accounted investees contributed negatively with NOK 151 million (non-cash for Akastor)

Financial update

Ownership agenda

Q&A

Portfolio overview

Industrial investments	Financial investments
Company	Service offering	Ownership
	Global full-service offshore and onshore drilling equipment and service provider	50%
	Global engineering staffing provider within multiple sectors	~15%1)
DRU contracts	Financial interest in four drilling equipment contracts with Jurong Shipyard	Full economic exposure2)
	Global provider of subsea well construction and intervention services	50%
	3 mid-sized AHTS vessels	100%
	Independent energy and marine consultancy company	~5%
	International upstream oil and gas company	~2%
	Independent service provider to the offshore wind industry and other energy sectors	44%
	North Sea drilling contractor	~7%

International drilling, well service and engineering company Warrant structure

Akastor © 2024 Slide 17 1) Economic interest 2) Carve out from MHWirth in connection with merger with Baker Hughes SDS to form HMH

Business model

• Global full-service offshore and onshore drilling equipment provider with a broad portfolio of products and services
• Large installed base providing firm foundation for strong customer relationship and recurring streams

4Q23 Highlights

• Continued increased EBITDA year-over-year and quarter-over-quarter driven by aftermarket services
• Strong operational cash flow in quarter driven by key project milestone collections
• Completed refinancing of USD 150m bond and USD 23m term loan with new USD 200m bond

Ownership agenda

• Successfully integrate the two combined businesses and realize synergies
• Expand the business through organic growth and value-adding acquisitions
• Maintain a leading market position via customercentric R&D, catalyzed by digital technologies
• Targeting to make investment liquid

EBITDA1) USD millions 29 19 34 35 44 4Q22 1Q23 2Q23 3Q23 4Q23

Large installed base of 127 offshore drilling rigs2)

2) Including floaters, jack-ups and fixed platforms with either HMH BOP pure stack (annular and ram) or HMH topside package. Figure includes 18 cold stacked units. Reduction of 2 rigs from Q3 2023 is related to 2 jack-up units that have moved to MENA, where HMH BOPs have been replaced by BOP from other OEMs. These rigs still have HMH single equipment onboard but are no longer categorized as key rigs for HMH.

Akastor © 2024 Slide 18 1) EBITDA adjusted for non-recurring expenses or costs defined as outside of normal company operations (USD 0 million adjustment in 4Q 2023)

NES Fircroft

Business model

• World's leading engineering staffing and solution provider for highly technical industries spanning a range of staffing services: Contract, Permanent Hire & Managed Solutions
• Diversified range of high growth and strategic endmarkets with a recurring client base within different sectors: Oil & Gas, Power & Renewables, Infrastructure, Life Sciences, Mining, Automotive and Chemicals

4Q23 Highlights1)

• Double digit year-on-year revenue growth. Strong liquidity management led to an increase in net debt of only USD 3 million versus prior year-end despite strong growth and a large acquisition in the year.
• Full year underlying EBITDA of USD 126 million, representing a 16% increase versus 2022
• Recognised by Staffing Industry Analysts as the largest engineering and technical recruitment business in the world

Ownership agenda

• Pursue growth through both organic initiatives and selective M&A
• Optimize value at exit

USD millions 606 622 ^{670 699 707} 4Q22 1Q23 2Q23 3Q23 4Q23 EBITDA 1) 2) USD millions 34 34

REVENUE 1)

Leading global provider of engineering workforce management solutions with approx. 90 global offices

Net Interest-Bearing Debt per 4Q 23 of USD 224 million (excl. IDF draw of 107 million)

Akastor © 2024 Slide 19 1) Fiscal year end 31st October. Figures presented on 100% basis. Reported figures representing cont. operations for the Group. 4Q22 revenue restated due to presentation under IAS 34. 2) Underlying EBITDA comprises earnings before interest, tax, depreciation and amortization and before exceptional items and management recharges. This is considered a better approximation of profit as it is calculated by excluding all non-trading expenditure and non-cash items from operating profit.

AKOFS Offshore

Business model

• Vessel-based subsea well construction and intervention services covering all phases from conceptual development to project execution and offshore operations
• Operates two SESV vessels in Brazil on contract with Petrobras and one LWI vessel in Norway on contract with Equinor

4Q23 Highlights

• All vessels in operation through quarter
• Aker Wayfarer with revenue utilization of 96%
• AKOFS Seafarer delivered good operational performance for Equinor, with a technical uptime above 96% which gave a revenue utilization of 91%
• AKOFS Santos delivered revenue utilization of 90%

Ownership agenda

• Secure delivery on order backlog
• Explore strategic initiatives

DDW Offshore

Business model

• Owns three Anchor Handling Tug Supply (AHTS) vessels with capability to operate and support clients on a world-wide basis
• The vessels are specially designed to perform anchor-handling, towing, and supply services at offshore oil and gas fields

4Q23 Highlights

• Skandi Atlantic and Skandi Emerald with full utilization through quarter, with average charter rates increased compared to previous periods
• Skandi Peregrino arrived at yard in Denmark in December to undergo its Special Periodic Survey. Vessel expected to be ready for market in Q1 24.
• Contract with Petrofac extended in Q1 24, with Skandi Emerald to replace Skandi Atlantic in March as Skandi Atlantic will undergo its class renewal in Singapore

Ownership agenda

• Secure fleet utilization
• Optimize value at exit

* Skandi Emerald to replace Skandi Atlantic on Petrofac contract in March 2024. Skandi Emerald currently working in the spot market after demobilization from contract with Beach Energy early Jan. 24.

Key priorities for Akastor going forward

Akastor © 2024 Slide 23

Financial update

Ownership agenda

Q&A

Appendix

Selected transactions since inception in 2014

Akastor © 2024 Slide 25 1) Pref shares USD 75m + warrants; 2) cash gain; 3) Plus earnout; 4) USD 75m cash + USD 20m seller credit settled in June 2023; 5) Equity value. Proceeds partly in ABL shares, with value based on NOK 15 per ABL share; 6) of which 50% shared with the DDW Offshore lenders.

Condensed Consolidated Income Statement (preliminary)

	Fourth Quarter		Fiscal Year
NOK million	2023	2022	2023	2022 :
Revenues and other income	87	79	282	269
Operating expenses	-65	-92	-284	-361
EBITDA	23	-14	-2	-91
Depreciation, amortization and impairment	-7	-7	-28	-21
Operating profit (loss)	15	-21	-31	-142
Net financial items	-24	-316	10	ਰੇਤ
Share of net profit from equity-accounted investees	-151	20	-363	-263
Profit (loss) before tax	-159	-317	-384	-312
Tax income (expense)	-0	ਜ	-0	1 :
Profit (loss) from continuing operations	-159	-316	-384	-372
Net profit (loss) from discontinued operations	9	30	122	55
Profit (loss) for the period	-150	-286	-262	-257
Attributable to:
Equity holders of Akastor ASA	-150	-291	-264	-276
Non-controlling interests		5	3	19

Condensed Consolidated Statement of Financial Position (preliminary)

	December 31	December 31
NOK million	2023	2022
Deferred tax assets	O	37
Intangible assets and goodwill	O	146
Property, plant and equipment	231	237
Right-of-Use assets	7	27
Other non-current assets	ਜ	2
Non-current interest bearing receivables	550	668
Non-current finance lease receivables	-0	10
Equity-accounted investees and other investments	4 490	4 370
Total non-current assets	5 279	5 497
Current operating assets	606	774
Current finance lease receivables	19	208
Current investments	O	162
Cash and cash equivalents	144	119
Assets held-for-sale	O	43
Total current assets	769	1 307
Total assets	6 048	6 804
Equity attributable to equity holders of Akastor ASA	3 970	4 056
Non-controlling interests	O	36
Total equity	3 970	4 092
Deferred tax liabilities	O	4
Employee benefit obligations	82	96
Non-current liabilities and provisions	255	463
Non-current borrowings	236	198
Non-current lease liabilities	2	37
Total non-current liabilities	575	796
Current operating liabilities and provisions	339	531
Current borrowings	1 133	1 142
Current lease liabilities	32	48
Other current liabilities	0	162
Liabilities held-for-sale	O	32
Total current liabilities	1 504	1 916
Total equity and liabilities	6 048	6 804

Condensed Consolidated Statement of Cash flows

	Fourth Quarter		Fiscal Year
NOK million	2023	2022	2023	2022
Profit (loss) for the period	-150	-286	-262	-257
(Profit) loss for the period - discontinued operations	-9	-30	-122	-55
Depreciations, amortization and impairment - continuing operations	7	7	28	21
Other adjustments for non-cash items and changes in operating assets and liabilities	128	261	60	16
Net cash from operating activities	-24	-48	-296	-244
Payments for PPE and capitalized development	-9	-0	-15	-9
Proceeds (payments) related to sale of subsidiaries, net of cash	18	-77	-54	-96
Proceeds from finance lease receivables	6	15	211	53
Cash flow from other investing activities	-14	ଚିକିତ	ਰਤੋ	671
Net cash from investing activities	-0	634	236	eta
Net changes in external borrowings	36	-555	125	-240
Instalment of lease liabilities	-10	-20	-41	-78
Net cash from financing activities	26	-576	85	-378
Effect of exchange rate changes on cash and cash equivalents	-2	1	O	-26
Net increase (decrease) in cash and cash equivalents	0	12	25	31
Cash and cash equivalents at the beginning of the period	144	107	119	89
Cash and cash equivalents at the end of the period	144	119	144	119

The statement includes cash flows from discontinued operations prior to the disposal.

Alternative Performance Measures (1 of 2)

Akastor discloses alternative performance measures as a supplement to the consolidated financial statements prepared in accordance with IFRS. Such performance measures are used to provide an enhanced insight into the operating performance, financing abilities and future prospects of the group.

These measures are calculated in a consistent and transparent manner and are intended to provide enhanced comparability of the performance from period to period. It is Akastor's experience that these measures are frequently used by securities analysts, investors and other interested parties.

• EBITDA earnings before interest, tax, depreciation and amortization, corresponding to "Operating profit before depreciation, amortization and impairment" in the consolidated income statemen
• EBIT earnings before interest and tax, corresponding to "Operating profit (loss)" in the consolidated income statement
• Net current operating assets (NCOA) a measure of working capital. It is calculated by current operating assets minus current operating liabilities, excluding financial assets or financial liabilities related to hedging activities
• Net capital employed (NCE) a measure of all assets employed in the operation of a business. It is calculated by net current operating assets added by non-current assets and finance lease receivables minus deferred tax liabilities, employee benefit obligations, other non-current liabilities and total lease liabilities
• Gross debt sum of current and non-current borrowings, which do not include lease liabilities
• Net debt gross debt minus cash and cash equivalents
• Net interest-bearing debt (NIBD) net debt minus non-current and current interest bearing receivables
• Equity ratio a measure of investment leverage, calculated as total equity divided by total assets at the reporting date
• Liquidity reserve comprises cash and cash equivalents and undrawn committed credit facilities
• Capex and R&D capitalization a measure of expenditure on PPE or intangible assets that qualify for capitalization
• Order intake represents the estimated contract value from the contracts or orders that are entered into or committed in the reporting period
• Order backlog represents the remaining unearned contract value from the contracts or orders that are already entered into or committed at the reporting date. The backlog does not include options on existing contracts or contract value from short-cycled service orders

Alternative Performance Measures (2 of 2)

NOK million	December 31 2023	December 31 2022
Non-current borrowings	236	198
Current borrowings	1 133	1 142
Gross debt	1 369	1 340
Less:
Cash and cash equivalents	144	119
Net debt	1 225	1 220
Less:
Non-current interest-bearing receivables	550	668
Net interest-bearing debt (NIBD)	675	553

NOK million	December 31 2023	December 31 2022
Total equity	3 970	4 092
Divided by Total assets	6 048	6 804
Equity ratio	66%	60%
Cash and cash equivalents	144	119
Undrawn committed credit facilities	335	304
Liquidity reserve	479	423

NOK million	December 31 2023	December 31 2022
Current operating assets	606	774
Less: Current operating liabilities	339	531
Net current operating assets (NCOA)	267	243
Plus:
Total non-current assets	5 279	5 497
Current finance lease receivables	19	208
Less:
Non-current interest bearing receivables	550	668
Deferred tax liabilities	0	4
Employee benefit obligations	82	96
Other non-current liabilities	255	463
Total lease liabilities	34	85
Plus: NCE related to net assets held for sale	0	11
Net capital employed (NCE)	4 645	4 645

Key figures | Group

AKASTOR GROUP (continuing operations)

NOK million	4Q 22	1Q 23	2Q 23	3Q 23	4Q 23	YTD 2023
Revenue and other income	79	68	64	62	87	282
EBITDA	-14	-17	-4	-4	23	-2
EBIT	-21	-24	-11	-11	15	-31
NCOA	243	250	108	314	267	267
Net capital employed	4 645	4 677	4 820	4 764	4 645	4 645

Key figures | Split per company (1/4)

HMH

USD million	4Q 22	10 23	2Q 23	3Q 23	4Q 23	YTD 2023
Revenue	196	186	189	203	208	786
EBITDA (adj) [1]	29	19	34	35	44	132
EBITDA	24	15	27	34	44	120
EBIT	12	ব	ਹੋ ਦ	23	14	57
Order intake	183	ਹਰੇਰੇ	222	207	197	826
Equipment backlog [2]	243	218	231	237	237	237
NIBD (incl. shareholder loans)	260	281	282	283	271	271

1) EBITDA (adj.) excludes non-recurring expenses or costs defined as outside of normal company operations

2) Equipment backlog defined as Project and Product orders

Key figures | Split per company (2/4)

AKOFS OFFSHORE

USD million	4Q 22	10 23	2Q 23	3Q 23	4Q 23	YTD 2023
Revenue and other income	રૂદિ	36	28	30	37	130
EBITDA	13	11	3	ട	13	33
EBIT	ന	2	-7	-5	4	-7
CAPEX and R&D capitalization	8	ന	5	2	ਜ	12
Net capital employed	349	337	334	328	334	334
Order intake	O	O	O	O	O	O
Order backlog	470	436	408	394	363	363
NIBD (incl. shareholder loans and lease liabilities)	350	355	358	362	351	351

Key figures | Split per company (3/4)

DDW Offshore

NOK million	4Q 22	1Q 23	2Q 23	3Q 23	4Q 23	YTD 2023
Revenue and other income	46	46	52	53	80	231
EBİTDA	12	ਹਤ	14	18	40	84
EBIT	8	റ	10	ਹਤ	35	67
NCOA	-79	-81	-188	20	32	32
Net capital employed	231	230	248	256	263	263

Key figures | Split per company (4/4)

OTHER HOLDINGS

NOK million	4Q 22	1Q 23	2Q 23	3Q 23	4Q 23	YTD 2023
Revenue and other income	33	22	12	ರಿ	7	ਦੇ ਹ
EBİTDA	-26	-30	-18	-22	-17	-87
EBIT	-29	-33	-21	-24	-20	-98
NCOA	303	341	296	294	236	236
Net capital employed	690	785	892	908	960	960

Odfjell Drilling warrant structure

• Warrant structure adjusted in Q2 2022 following the spin-off of Odfjell Technology
• The warrant structure comprise six tranches with 1,139,582 warrants per tranche, amounting to a total 6,837,492 warrants. Furthermore, one warrant can be exercised for one share (1-to-1 ratio) for a price of USD 0.01 per share. Maximum number of share allocation if share price in ODL has increased with 20% p.a.

Description Warrant overview

▪ Schedule 4.2: If any warrants remain unexercised at the ultimate exercise date in 2024, the holder will receive a number of shares determined linearly according to formula below:

𝑅𝑒𝑚𝑎𝑖𝑛𝑖𝑛𝑔 𝑤𝑎𝑟𝑟𝑎𝑛𝑡𝑠 ×	𝑀𝑎𝑥[ 𝑆ℎ𝑎𝑟𝑒 𝑝𝑟𝑖𝑐𝑒 @ 30 𝑀𝑎𝑦 2024 − 31.20 , 0]
	(93.15 − 31.20)

o Initial issue price (NOK 31.20 before adjustment) and target price year 6 (NOK 93.15 before adjustments) to be adjusted by dividends or other distributions to common shareholders through holding period

Copyright and disclaimer

Copyright

Copyright of all published material including photographs, drawings and images in this document remains vested in Akastor and third party contributors as appropriate. Accordingly, neither the whole nor any part of this document shall be reproduced in any form nor used in any manner without express prior permission and applicable acknowledgements. No trademark, copyright or other notice shall be altered or removed from any reproduction.

Disclaimer

This Presentation includes and is based, inter alia, on forward-looking information and statements that are subject to risks and uncertainties that could cause actual results to differ. These statements and this Presentation are based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for Akastor ASA and Akastor ASA's (including subsidiaries and affiliates) lines of business. These expectations, estimates and projections are generally identifiable by statements containing words such as "expects", "believes", "estimates" or similar expressions. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for Akastor ASA. oil prices, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the Presentation. Although Akastor ASA believes that its expectations and the Presentation are based upon reasonable assumptions, it can give no assurance that those expectations will be achieved or that the actual results will be as set out in the Presentation. Akastor ASA is making no representation or warranty, expressed or implied, as to the accuracy, reliability or completeness of the Presentation, and neither Akastor ASA nor any of its directors, officers or employees will have any liability to you or any other persons resulting from your use.

AKASTOR ASA

Oksenøyveien 10, NO-1366 Lysaker, Norway P.O. Box 124, NO-1325 Lysaker, Norway +47 21 52 58 00

Akastor © 2024 www.akastor.com