Aker BP

M&A Activity • Jun 2, 2014

Acquisition of Marathon Norge Press & Analyst conference

CEO Karl Johnny Hersvik June 2, 2014

Creation of a strong Norwegian E&P company

Combined net production of 84 mboepd¹ and estimated 2P reserves of ~200 mmboe²

Strategic fit	 Complementary production profiles  Diversified asset base across the full E&P life cycle  Organizational synergies achieved without layoffs
Risk reduction	 Provides the foundation for long-term financing  Transaction brings strong current cash flow
Growth platform	 Strong platform for future growth  Strong operational team on Alvheim can be leveraged onto Ivar Aasen  Increased size broadens set of opportunities and ability to manage portfolio

¹Based on 2013 production, ² 2013 annual statement of reserves for Det norske, NPD (end 2013) for Marathon Oil Norge AS

Det norske acquires Marathon Oil Norge AS

Consideration

• Marathon Oil Norge AS acquired for a cash consideration of USD 2.1 billion
• Effective date January 1, 2014
• 136 mmboe¹ of proven and probable reserves, 24 mmboe in contingent resources² and approximately 80 mmboe of upside² in discoveries
• Approximately 80 mboepd³ of production (2013)
• Further upside identified

Financing

• Secured a fully committed and underwritten acquisition loan facility for the full consideration
• Advanced discussions ongoing to finalise a long-term (RBL) facility of USD 2,750 million
• Rights issue of NOK equivalent of USD 500 million
• Aker has pre-committed to subscribe its share (49.99%), remaining 50.01% is fully underwritten by a consortium of banks

Timetable to closing

• Closing of the transaction is expected in fourth quarter 2014
• Subject to regulatory approval in Norway and EU

1 Year-end 2013 reserves. Source: NPD, ²Det norske best estimate, ³Marathon Oil Norge Annual Report

Strategic fit

Complementary production and cash flow profiles

• Alvheim fields' high near term production and cash flows reduce funding need significantly
• Strengthens operational and financial capabilities ahead of development projects
• Reduces the risk associated with timing and cost of development projects as the combined company will be in a tax-paying position

Diversified asset base on the NCS

• Over 200 mmboe¹ in combined reserves with approximately 60% in production
• Portfolio balanced across all stages of the E&P lifecycle
• Significant production
• Large scale development projects
• Exploration upsides

¹ 2013 annual statement of reserves for Det norske, NPD (end 2013) for Marathon Oil Norge AS

Acquiring a high quality North Sea portfolio

• Alvheim is a "world-class" mid-life operated FPSO producing > 100 mboepd¹ (gross) with ongoing development activity and significant upside potential
• Located about 220 km north-west of Stavanger in 120 m water depth
• High quality operations, 98 percent (avg.) FPSO uptime
• Increasing 2P reserves over time
• Low cost of operations
• 2014 working interest production from the Alvheim fields estimated ~60 mboepd (90% oil) net to Det norske

¹ Marathon Oil

Strategic fit

A strong team

• Creates a robust and modern E&P company, that will build on the combined capabilities of the two teams
• Marathon's organization brings significant operational experience from the Alvheim fields, adding to Det norske's exploration and development capabilities

Risk reduction

Financing

• A fully committed and underwritten acquisition loan facility has been secured
• In advanced discussions to finalise a longterm reserve-based lending (RBL) facility – main terms and conditions agreed
• Equity rights issue to be carried out prior to closing
• Aker ASA has pre-committed to subscribe their pro-rata share (49.99%)
• The remainder is fully underwritten by consortium of banks (remaining 50.01%)
• An extraordinary general meeting will be called this week
• Long-term financing plan secured

Tax synergies reduce risk & funding need

• Det norske is not in a tax paying position and hence needs to fund all investments on a pre-tax basis

• Det norske would have built up significant tax losses through large investments on Ivar Aasen and Johan Sverdrup

• Combined company will be in a tax paying position, similar to the large players on the NCS

• Reduced funding requirements as tax depreciation can be offset against fields in production

Effectively, Det norske is un-levered on an after-tax basis

Growth platform

Comparisons of size and platform

Norge fields. Contingent resources estimated by Det norske

Note: Selected companies ranked by reported WI production; OECD vs. non OECD indicates bias of company's asset base Source: Company information

Growth platform

Organic growth platform

• Increased organisational capabilities across the E&P value chain
• Synergies to be achieved without redundancies expected
• Continue to build on the skills in combined company
• High potential for organic growth in the combined portfolio

Risk reduction

Growth platform

Creation of a strong Norwegian E&P company

• Unique opportunity to acquire significant production on the NCS available at the right time for Det norske
• Near term production and cash flow complements existing asset base
• Risk associated with timing and cost for development projects is reduced due to tax system
• Significantly increases operational and financial strength
• Scale creates diversification to support future growth

Appendix

Alvheim fields

• Consists of the Kameleon, Boa, Kneler and Kameleon East accumulations
• ~80% liquids / ~20% gas
• Alvheim blend sells at 3-6 USD/bbl premium to Brent blend
• Three new infill wells planned for 2014 15
• Production forecast to last until 2031, blowdown of gas cap planned for 2026

License:	PL203, PL088BS, PL036C
Discovery year:	1998
Reservoir:	Paleocene, Heimdal fm.
End 2013 2P reserves (net):	93 mmboe1 (net)
Production start:	2008
Wells:	15 subsea producers tied to Alvheim FPSO

Volund field

• Subsea tie-back to the Alvheim FPSO, 8 km to the north
• Additional infill locations identified
• Production forecast to last to 2025

License:	PL150
Discovery year:	1994
Reservoir:	Paleocene, Hermod fm.
End 2013 2P reserves (net):	14 mmboe1 (net)
Production start:	2009
Wells:	4 subsea producers, 1 water injector tied to Alvheim FPSO

Vilje field

• Subsea tie-back to the Alvheim FPSO, 19 km to the south-west
• Production forecast to last to 2030

Discovery year:	2003
Reservoir:	Plaeocene, Heimdal fm.
End 2013 2P reserves (net):	14 mmboe1 (net)
Production start:	2008
Wells:	3 subsea producers tied to Alvheim FPSO

Bøyla field

• Subsea tie-back to the Alvheim FPSO, 26 km to the north
• PDO approved in 2012 with first oil expected for Q1 2015
• Drilling of production wells ongoing
• Gross plateau production expected at ~20 mboepd and production is forecast to last until 2030

License:	PL340
Discovery year:	2009
Reservoir:	Paleocene, Hermod fm.
End 2013 2P reserves:	15 mmboe1 (net)
Production start:	2015
Wells:	2 subsea producers, 1 water injector tied to Alvheim FPSO