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Aker Carbon Capture
Annual Report • Apr 3, 2025
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Annual Report
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Annual Report 2024
Aker Carbon Capture ASA
Contents
Board of Directors' Report Board of Directors
Consolidated financial statements
Parent company financial statements
Declaration by the Board of Directors and CEO
Board of Directors' Report
Introduction
In June 2024, Aker Carbon Capture established a joint venture with SLB, marking a defining moment in our strategy. The joint venture, later named SLB Capturi, strategically combines technology portfolios, expertise, and operational platforms to support accelerated carbon capture adoption for industrial decarbonization at scale. Aker Carbon Capture retained a 20 percent ownership stake in the joint venture and will continue to further develop the business together with SLB, which will hold the remaining 80 percent ownership stake.
Aker Carbon Capture ended 2024 with NOK 4.6 billion in cash and an equity position at NOK 5.5 billion. An accounting gain of NOK 4.9 billion was booked in the consolidated accounts related to the sale of the Aker Carbon Capture business to SLB.
In February 2025, the Board of Directors determined the way forward for the Company and proposed an extraordinary cash dividend of NOK 5.80 per share, in total NOK 3.5 billion. Going forward. Aker Carbon Capture will, through its ownership in SLB Capturi, continue to support the development of the carbon capture business of SLB Capturi. The dividend was approved in an extraordinary general meeting in March 2025.
Valborg Lundegaard succeeded Egil Fagerland as CEO of Aker Carbon Capture in June 2024, following his appointment as CEO of SLB Capturi.
SLB Capturi
Despite geopolitical instability, SLB Capturi saw high activity in the carbon capture market with projects, partnerships and early-stage work such as studies, pre-FEED and FEED.
As of the end of 2024, SLB Capturi is delivering seven industrial scale carbon capture facilities across Norway, Denmark and the Netherlands, with a total CO2 capture capacity of some 1 million tonnes per year. The Heidelberg Materials Brevik CCS, Twence CCU and Ørsted Kalundborg CCS projects were in 2024 the most mature large-scale carbon capture projects under construction in Europe. In December, Heidelberg Materials Brevik CCS in Norway, the world's first full-scale carbon capture facility at a cement plant, reached mechanical completion.
In January 2025, SLB Capturi completed commissioning and handed over its first modular carbon capture plant at Twence's waste-to-energy facility in Hengelo, Netherlands.
Later in January 2025, SLB Capturi, in collaboration with Aker Solutions, was awarded an engineering, procurement, construction, installation and commissioning (EPCIC) contract from Hafslund Celsio AS to deliver a carbon capture solution at their waste-to-energy facility in Oslo, Norway.
The award from Hafslund Celsio triggered a payment of NOK 71 million to Aker Carbon Capture from the earn-out mechanism in the transaction with SLB. The amount will be recognized as additional gain from the transaction in first quarter 2025.
Business model and strategy
Carbon capture, utilization and storage (CCUS) will be critical if the world is to reach net zero emissions by 2050. For many industrial CO₂ emitters, CCUS is the only viable option to significantly reduce and remove emissions.
In 2020, Aker Carbon Capture (the "Company") was established as a pure play carbon capture company, supplying the solutions and technology which together comprise a carbon capture plant and the downstream processing and management of CO2. These solutions and services, including aftermarket support, are provided to industrial plant owners and operators across various industries to reduce and remove CO2 emissions.
The Company was built on more than 20 years' experience and maturation of carbon capture technology in Aker. This also included delivery of a full-scale carbon capture plant at the Technology Center Mongstad in Norway. Renowned as the world's largest and most flexible plant for testing and improving carbon capture technologies, this plant has been operational since 2012.
The Company's purpose is to, by itself or together with other parties, invest in, develop, and divest from businesses that operate within energy, climate and environmental solutions, associated technology and infrastructure, related goods and services, and capital management.
In June 2024, at closing of the carbon capture joint venture with SLB, the respective carbon capture businesses of Aker Carbon Capture and SLB were combined. Aker Carbon Capture ASA retained a 20 percent ownership stake in the joint venture, later named SLB Capturi, and will continue to further develop the business together with SLB, which will hold the remaining 80 percent ownership stake.
The decision to combine Aker Carbon Capture and SLB's carbon capture business was underpinned by a strategic vision that reflects the Company's commitment to accelerate the industrial adoption of carbon capture. Prior to the transaction between Aker Carbon Capture and SLB, Aker Carbon Capture
was headquartered in Norway with operations in Norway, Denmark, Sweden, United Kingdom, the Netherlands, India and the United States. By establishment of the joint venture between Aker Carbon Capture and SLB, SLB Capturi will become a diversified, global carbon capture player. The combined suite of technologies and global reach will make a platform positioned to profitably scale faster, to the benefit of customers, employees and shareholders.
At closing of the transaction, Aker Carbon Capture received NOK 4.12 billion for the sale of 80 percent of the carbon capture business to SLB, while retaining NOK 0.40 billion in cash. In addition, Aker Carbon Capture will be entitled to a performance-based payment of up to NOK 1.36 billion, which is subject to the achievement of order intake and margin targets and also certain milestones. The payments will be due when certain targets are met in the period 2025 to 2027, weighted towards the end of the period upon finalization of the financial statements for 2027. The performance-based payments will carry a market-based interest rate from the date of closing until the date of payment. Aker Carbon Capture Holding paid USD 50 million to purchase SLB's carbon capture business.
The cooperation between Aker Carbon Capture and SLB as shareholders of the combined business, is governed by a shareholders' agreement. This will, inter alia, provide for board representation and certain other governance and minority protection rights for Aker Carbon Capture, for SLB to finance the realization of the business plan by shareholder loans and for the possibility for Aker Carbon Capture to sell its 20 percent stake in the combined business in the future. During the three year lock-up period, Aker Carbon Capture can transfer or sell the SLB Capturi shares to an Aker ASA controlled affiliate only.
After the lock-up period ending June 2027, Aker Carbon Capture, or an Aker ASA controlled affiliate, will be entitled to sell its stake in the joint venture to SLB during a period of six months (put option). The put option price will be based on the fair market value of the combined business with a floor equal to the purchase price agreed for Aker Carbon Capture Holding as set out above (on a per share basis, and not including any
performance-based payments) corresponding to approximately NOK 1.03 billion for the retained 20 percent stake, and a ceiling at 2.0x this price.
Conversely, SLB will after expiry of the put option have a right to purchase Aker Carbon Capture's 20 percent stake in the combined business during the following six months (call option). The call option price will be based on the fair market value of the combined business with a higher floor than the put option floor and a ceiling at 2.5x.
The shareholders' agreement also has buy-out rights for both shareholders in the event of a change of control in the other shareholder.
After the closing of the joint venture in June 2024, the Board of Directors of Aker Carbon Capture initiated a process of determining the future strategy and structure of the company, including the framework and conclusions for the use of the proceeds from the transaction with SLB. As part of this process, the Board was also assessing the role and responsibilities of Aker Carbon Capture as seller in the recent transaction with SLB Capturi and remaining pro-rata guarantee exposure for ongoing projects. The board also considered future needs in Aker Carbon Capture ASA for its operations, investment opportunities, and in relation to SLB Capturi.
In February 2025, the Board of Directors determined the way forward for the Company and proposed an extraordinary cash dividend of NOK 5.80 per share, in total NOK 3.5 billion. Going forward, Aker Carbon Capture will, through its ownership in SLB Capturi, continue to support the development of the carbon capture business of SLB Capturi. The cash position remaining in the Company following the dividend distribution will enable the Company to retain a sufficiently robust balance sheet to fulfill its role and responsibilities as a minority owner of SLB Capturi. The dividend was approved in an extraordinary general meeting in March 2025.
SLB Capturi
SLB Capturi brings together Aker Carbon Capture' and SLB's complementary technology portfolios, leading process design expertise and an established project delivery platform. The partnership leverages Aker Carbon Capture's commercial carbon capture product offering and SLB's new technology developments and industrialization capability.
The mission at SLB Capturi is to deliver impact at scale with carbon capture as a critical pathway to net zero. With the proven, cost-effective technologies and modular approach, SLB Capturi is enabling industries to integrate carbon capture into their existing operations, driving significant carbon reduction and removal.
Key offerings include feasibility studies, front end engineering design (FEED), process design packages (PDPs), detailed engineering work, delivery of complete modular carbon capture facilities across a range of capture capacities, as well as assistance with 'life of asset' operations and aftermarket services, and a carbon capture as a service model that offers customers a full CCUS value chain solution.
The name, SLB Capturi, reflects the joint venture's focus on scaling up existing carbon capture technologies as well as its commitment to invest in research and development to ensure a pipeline of cutting-edge solutions that meet the evolving needs of industries worldwide.
SLB Capturi leverages a modular product platform, offering scalable solutions that meet the diverse needs of various industrial sectors. Its portfolio of Just Catch™ solutions may be delivered as equipment or as a turn-key project, while the Big Catch™ is delivered as process design packages and key equipment. This modularity ensures efficient integration and optimization, empowering industries to meet their decarbonization goals with flexibility and precision.
The carbon capture technology has been tested across multiple and diverse flue gases from industrial processes, to ensure reliability and efficiency in a wide range of industry segments. SLB Capturi is already a major player in the global effort to combat climate change by accelerating the deployment of commercial-ready carbon capture technology and advancing next-generation innovations.
As of the end of 2024, SLB Capturi has taken major steps to develop its position in the important North American market. The joint venture is delivering seven industrial scale carbon capture facilities across Norway, Denmark and the Netherlands, with a total CO2 capture capacity of some 1 million tonnes per year. The Heidelberg Materials Brevik CCS, Twence CCU and Ørsted Kalundborg CCS projects were in 2024 the most mature large-scale carbon capture projects under construction in Europe.
Key developments in 2024
On 14 June 2024, Aker Carbon Capture established a joint venture with SLB, marking a defining moment in our strategy. The joint venture, later named SLB Capturi, strategically combines technology portfolios, expertise, and operational platforms to support accelerated carbon capture adoption for industrial decarbonization at scale. Aker Carbon Capture retained a 20 percent ownership stake in the joint venture and will continue to further develop the business together with SLB, which will hold the remaining 80 percent ownership stake.
Despite geopolitical instability in 2024, Aker Carbon Capture saw high activity in the carbon capture market. Prior to the establishment of the joint venture with SLB, Aker Carbon Capture took major steps to develop its position in the important North American market. This included signing Memorandum of Understanding agreements with MAN Energy Solutions for CO2 capture and compression, and with carbon capture developer CO280 Solutions and Microsoft to accelerate full-scale carbon removal, initially targeting biogenic CO2 emissions from the pulp and paper industry.
Aker Carbon Capture' share price ended the year at NOK 6.34, down from NOK 13.58 at year-end 2023.
SLB Capturi
After establishment of the joint venture, SLB Capturi continued to see high market activity with projects, partnerships and early-stage work such as test campaigns, studies, pre-FEEDs and FEEDs.
In August, SLB Capturi announced its first US-based project with a contract award from its partner CO280 Solutions, for front end engineering and design (FEED) of a large-scale carbon capture plant at a pulp and paper facility on the US Gulf coast. SLB Capturi's mobile test unit had already been deployed at the site. The project aims to remove 800,000 tonnes of CO2 per year.
In September, global chemical and biotech company WACKER announced that it had successfully demonstrated with SLB Capturi's mobile test unit that it is possible to capture CO2 generated from the production of metallurgical-grade silicon-an essential raw material for microchips, solar modules, and silicones-at its production site in Holla, Norway.
The seven industrial scale carbon capture facilities delivered across Norway, Denmark and the Netherlands, were in 2024 the most mature large-scale carbon capture projects under construction in Europe.
In December, Heidelberg Materials Brevik CCS in Norway, the world's first full-scale carbon capture facility at a cement plant, reached a significant milestone with mechanical completion. The carbon capture plant is designed to capture 400,000 tonnes of CO2 per year from the cement facility. The development will move into commissioning phase and is planned to be operational by 2025. The Brevik carbon capture plant is part of Longship, the full CCS value chain development enabled by Norway's strong competence in both carbon capture and storage and state funding support.
The Ørsted Kalundborg CO2 Hub is the first full-scale CCS value chain project in Denmark. From 2026, Ørsted will capture 430,000 tonnes of CO2 per year at their Asnæs and Avedøre Power Stations in Greater Copenhagen. SLB Capturi will deliver five Just Catch™ 100 units including downstream processing and equipment. The project made significant progress in 2024.
Subsequent events
In February 2025, the Aker Carbon Capture Board of Directors determined the way forward for the Company and proposed an extraordinary cash dividend of NOK 5.80 per share, in total NOK 3.5 billion. The dividend was approved in an extraordinary general meeting in March 2025. Going forward, Aker Carbon Capture will, through its ownership in SLB Capturi, continue to support the development of the carbon capture business of SLB Capturi.
SLB Capturi
In January 2025, SLB Capturi, in collaboration with Aker Solutions, was awarded an engineering, procurement, construction, installation and commissioning (EPCIC) contract from Hafslund Celsio AS to deliver a carbon capture solution at their waste-to-energy facility in Oslo, Norway. When operational, which is anticipated by third quarter, 2029, the carbon capture plant is expected to capture 350,000 metric tons of CO2 per year. The award was following a FEED contract signed December 2023 with Hafslund Celsio to deliver Norway's first carbon capture project at a waste-to-energy facility. The FEED contract, based on the modularized Just CatchTM 400 unit, followed Hafslund Celsio's cost reduction initiative for their CCS project in Oslo.
Also in January 2025, SLB Capturi completed commissioning and handed over its first modular carbon capture plant at Twence's waste-to-energy facility in Hengelo, Netherlands. The carbon capture plant is based on SLB Capturi's standard, modular Just CatchTM design, which reduces onsite installation and outfitting work - providing a more cost-efficient and easierto-deploy option compared with other market alternatives. Completion of the plant, with the capacity to capture up to 100,000 metric tons of CO2 per year, marks a significant milestone in enabling affordable decarbonization. The captured CO2 will be used in applications for the horticulture and food and beverage sectors.
The Company's purpose is to, by itself or together with other parties, invest in, develop, and divest from businesses that operate within energy, climate and environmental solutions, associated technology and infrastructure, related goods and services, and capital management. As such, sustainability is at the core of Aker Carbon Capture mission and business operations, and integrated into Aker Carbon Capture's strategy and risk management approach.
Sustainability comprises Environmental, Social and Governance (ESG) factors and relates to how Aker Carbon Capture creates long-term value by implementing strategies that incorporate ESG dimensions. These include environmental topics, such as biodiversity and circularity; social topics, such as human rights and local community impacts; and governance matters, such as responsible business conduct.
The Company has a Sustainability policy approved by the Board of Directors, governing environment, social and governance (ESG) aspects of Aker Carbon Capture's own performance and operations. The Code of conduct policy for business partners lays out the sustainability principles that our business partners must adhere to.
It follows from the Sustainability policy that the sustainability and climate risk and materiality analysis, reporting and performance shall be reviewed by the Board of Directors, and that ESG risks, reporting, internal controls, and compliance are part of the Audit Committee's oversight. In accordance with the Sustainability policy, the company shall ensure that the Board of Directors has expertise in sustainability and climate positive solutions. The Board, the Audit Committee and the management of Aker Carbon Capture have relevant experience for the sector in which the company operates, the business of the company and the geographic locations, as well as
experience on sustainability matters from both Aker Carbon Capture and other relevant positions.
Sustainability-related performances are not integrated in incentive schemes.
Following the transaction with SLB, Aker Carbon Capture has not adopted new sustainability targets, however through the retained ownership stake in SLB Capturi, acceleration of the carbon capture adoption for industrial decarbonization is continued.
Environmental
Carbon reduction vs carbon removal
Carbon reduction is when CO2 with fossil origin is captured and stored, while carbon removal is when CO2 with biogenic origin is captured and stored.
Deploying CCS with for example bioenergy or waste to-energy plants leads to carbon removal. Carbon removal is often referred to as creating negative emissions bringing climate positive effect.
Mitigating climate change requires swift action from emitters across industries, and continuous development, innovative solutions and scaling of carbon capture deployment. Aker Carbon Capture believes in bold innovation, both in terms of technology and business models to achieve the required scaling of carbon capture.
Aker Carbon Capture has not yet adopted a transition plan for climate change mitigation. Through our joint venture with SLB, SLB Capturi, we are in business to enable carbon reduction and removal from industry and energy solutions. Although the
positive effect of the joint venture's solutions in operation by far outweighs the footprint of construction and operation, the joint venture continuously strive to minimize the carbon intensity of its products. Aker Carbon Capture is also determined to contribute by reducing the GHG emissions of our own company.
GHG emissions
Aker Carbon Capture reports according to the GHG protocol. The business of SLB Capturi is included based on the financial control approach, thus consolidated until the transaction and included in scope 3 category 15 Investments based on ownership stake thereafter. Category 15 is the dominant contributor in scope 3 for Aker Carbon Capture. In scope 2, energy use is the largest contributor, mainly consisting of electricity, heating and cooling used at the office.
| Scope 1 GHG Emissions | |
|---|---|
| Gross Scope 1 GHG emissions (tCO2eq) | — |
| % of Scope 1 GHG emissions from regulated emission trading | — |
| schemes Scope 2 GHG emissions |
|
| Gross location-based Scope 2 GHG emissions (tCO2eq) | 17 |
| Gross market-based Scope 2 GHG emissions (tCO2eq) | 26 |
| Significant scope 3 GHG emissions | 4,610 |
Social
Strong governance over sustainability ensures that Aker Carbon Capture is managed in accordance with effective and sound principles for the benefit of all stakeholders such as employees, customers, shareholders and society at large.
People
Aker Carbon Capture has aimed to be an attractive employer with a collaborative culture and a preferred partner for business associates, as well as a respected member of society and corporate citizen. Aker Carbon Capture is committed to
safeguarding human rights and decent labor conditions and has taken a number of steps to ensure that its human rights due diligence processes are robust. See the Transparency Act Progress Report published on the website for more information of the work to prevent adverse impacts on human rights and decent working conditions.
Prior to the establishment of the joint venture with SLB, several initiatives were conducted, such as workshops and the involvement of Working Environment Committee (AMU).
In June, Valborg Lundegaard succeeded Egil Fagerland as CEO of Aker Carbon Capture, following his appointment as CEO of SLB Capturi. At the same time, Idun Heier was appointed CFO.
At year-end 2024, one employee, CEO Valborg Lundegaard, worked for Aker Carbon Capture, compared to 149 employees at year-end 2023. The decrease is due to the transfer of employees to the carbon capture joint venture with SLB, SLB Capturi. Compared to 2023, there has been an increase in the percentage of women from 33 percent in 2023 to 100 percent in 2024.
Aker Carbon Capture's Sustainability Policy commits the Company to ensuring equality, diversity and inclusion throughout its business. Aker Carbon Capture does not tolerate any form of discrimination on the basis of, for example, gender expression, sexuality, disability, race or religious beliefs.
Aker Carbon Capture has a whistleblower channel and procedure for the protection of whistleblowers' rights, which sets out the required steps for reporting and handling whistleblower cases. It ensures all allegations are investigated and feedback provided to those whistleblowers whose identity is known.
Health, safety and Security
The health of Aker Carbon Capture' staff is important, and the Company offers healthcare and insurance plans, a wellness
program and access to an on-site health and wellness center, with access to a physician, health counseling, and medical treatment. Aker Carbon Capture's sick leave was 1.93 percent for the two first quarters of 2024. For the remaining period, the company had less than five employees and does not report on sick leave. In 2024 no serious incidents were reported.
The company's capabilities within crisis management are managed with the support from the Aker group.
Governance
Good corporate governance provides the foundation for longterm value creation, for the benefit of shareholders, employees and other stakeholders.
Aker Carbon Capture is a public limited liability company organized under Norwegian law and with a governance structure based on Norwegian corporate law, other regulatory requirements and the guidelines issued by the Norwegian Corporate Governance Board (the Norwegian Code of Practice for Corporate Governance). Aker Carbon Capture is subject to annual corporate governance reporting requirements under section 2-9 of the Norwegian Accounting Act and the Norwegian Code of Practice for Corporate Governance, see section 4.4 of the Oslo Stock Exchange Rule Book II, rules for issuers listed on the Oslo Stock Exchange. The annual statement on Corporate Governance for 2024 was approved by the Board of Directors on 27 March 2025 and is available on the website.
The directors and officers of Aker Carbon Capture ASA and subsidiaries are covered under the Aker group's Director & Officer's Liability Insurance (D&O). This covers personal legal liabilities including defense and legal costs.
The Board of Directors is responsible for ensuring that the company conducts business using sound corporate governance as implemented through mandates and reporting lines for the
governing bodies of the company. The Board of Directors holds exclusive authority under the company's authorization matrix to approve matters of significance. The Board of Directors regularly receives extensive reports from the Chief Executive Officer and the Chief Financial Officer on key aspects of the business.
The Board of Directors is the highest authority that oversees the sustainability work in the company. The sustainability policy, material aspects, sustainability targets and key priorities, as defined in the corporate strategy, are approved by the Board of Directors. Climate risks and other sustainability related risks are discussed with the Board as part of the company's Enterprise Risk Process.
The Board prepares an annual plan for its work, which includes recurring key topics, such as strategy review, risk and compliance oversight, financial reporting and budget review. The Board annually evaluates its own performance and collective expertise. Aker Carbon Capture' Board of Directors held 23 meetings in 2024, and its Audit Committee met 6 times. Board meeting attendance averaged 94 percent.
The Board of Directors has adopted certain principles for management of Aker Carbon Capture's interest in SLB Capturi :
- • Aker Carbon Capture's influence and participation in SLB Capturi will in all material respects be handled through the SLB Capturi board and active participation in board meetings by Aker Carbon Capture's two representatives on the board (currently Kristian Røkke and Valborg Lundegaard).
- • Aker Carbon Capture's main focus will be to secure, maximize and enforce its rights under the Shareholders' Agreement, with a special focus on ensuring that the Venture Business is exclusively being conducted and creating value through the joint venture, as well as to safeguard Aker Carbon Capture's rights to the Earn-Out Consideration and the Put Option, Call Option.
- • Aker Carbon Capture management and if relevant, Aker Carbon Capture's representatives in the joint venture board, will in each ordinary board meeting provide a business update from the joint venture, and also routinely assess, evaluate and report on major information and materials received.
- • The Board of Directors is encouraged to provide feedback and guidance to management and Aker Carbon Capture's representatives in the joint venture board, as well as instructions and supplemental requests that can be followed up at SLB Capturi board meetings.
Further information on the mandate and work of the Board of Directors and Audit Committee can be found in the Corporate Governance Report. Board members' shareholdings and remunerations are presented in the Remuneration Report for 2024.
Risk and risk management
Aker Carbon Capture is exposed to financial risk, in addition to strategic, market and regulatory risk, legal and compliance risks, climate risk, and project and operational risks in the joint venture with SLB. If one or more of these risks should materialize, it will impact the operations of the Company and may delay or even prevent the Company from reaching its goals and ambitions.
The Company has established an enterprise risk management process to assess and monitor these risks. Risks and how they are managed are reported to Aker Carbon Capture's Board on a regular basis. Mitigating actions are devised for key risks and their implementation is verified and monitored.
Aker Carbon Capture considers risk assessment to be a natural part of all business operations and works continuously to identify and address risks. Management of project and operational risk lies primarily with the joint venture with SLB,
SLB Capturi, but Aker Carbon Capture monitors and follows up the risk through participation on the SLB Capturi board.
Aker Carbon Capture's main climate-related risks are transition risks associated with the global ambition/implementation gap, and with the transition being implemented too slowly or incompletely. Government subsidies, carbon prices, taxes and/ or credits represent significant elements of each business case. The establishment of a joint venture with SLB, a global technology company, mitigates risk in regional variations related to ambition and implementation speed also pose the risk of capital and resources being allocated sub-optimally.
The war in Ukraine and the strong European and American sanctions against Russia, entailed Aker Carbon Capture and SLB Capturi to take measures to mitigate any negative impact for the company, including measures required to comply with sanctions and meet restrictions from governmental authorities.
Monitoring the cyber attack landscape has become more crucial than ever. As part of the Aker group, Aker Carbon Capture continuously monitors the the cyber attack landscape and takes the necessary steps to safeguard employees, systems, data and products.
For further information on Aker Carbon Capture' work with risk management and internal control, see the report on Corporate Governance.
Outlook
In 2024, geopolitical and macroeconomic conditions remained volatile. Key issues, such as the escalating conflict in the Middle East and Russia's ongoing war in Ukraine, significantly impacted the global landscape. National security, energy security, affordability, and economic and technological competitiveness dominated the global agenda.
According to the International Energy Agency (IEA), carbon capture, utilization, and storage (CCUS) will be crucial for achieving net zero emissions by 2050. CCUS is currently applied at around 45 facilities worldwide with a capture capacity of roughly 50 Mt CO2 per year. While expansion of operational capacity has been slow in recent years, announced projects indicate potential strong growth on the horizon.
Global annual CO2 emissions captured by sector and scenario, 2023-2050. Source IEA
Despite geopolitical instability, SLB Capturi saw high activity in the carbon capture market in 2024 with partnerships and earlystage work such as test campaigns, studies, pre-FEEDs and FEEDs. These activities are crucial to lay the groundwork for future development contracts, customer orientation and growth. This is demonstrated by the award of an EPCI contract to SLB Capturi, in collaboration with Aker Solutions, from Hafslund Celsio AS in January 2025, which follows a cost reduction phase and previous testing at the waste-to-energy facility in Oslo.
Financial performance
Aker Carbon Capture's annual accounts consist of the consolidated financial statements and the separate financial statements of the parent company. Pursuant to section 3-3a of the Norwegian Accounting Act, it is confirmed that the accounts have been prepared on the assumption that Aker Carbon Capture is a going concern and the Board confirms that this assumption continues to apply.
Consolidated financial statements
During 2024, Aker Carbon Capture sold 80 percent of its shareholding in Aker Carbon Capture Holding AS to SLB. The disposed business has been presented as a discontinued operation in the income statement and prior year has been restated.
Income statement
Total operating expenses came in at NOK 43 million in 2024, compared to NOK 9 million in 2023. The increase reflects costs related restructuring and strategic processes following the sale of business to SLB. Net financial items totaled NOK 185 million in 2024, compared to negative NOK 41 million in 2023. The increase reflects higher financial income on cash and deposits
as a result of the increased cash position in the group after the transaction with SLB. In addition, a financial income of NOK 51 million is recognized related to the Put/Call arrangement for the remaining 20 percent shareholding. Income tax expense for the period is estimated at NOK 13 million in 2024.
Profit from discontinued operations ended at net NOK 4.8 billion, of which negative NOK 78 million is loss from the disposed operations prior to the sale and NOK 4.9 billion is gain from the transaction.
Net profit ended at NOK 4.8 billion in 2024, compared with a loss of NOK 171 million in 2023. Earnings per share ended positive NOK 7.94, compared to negative NOK 0.28 in 2023.
Balance sheet
The Group's total assets amounted to NOK 5.7 billion as of 31 December 2024, compared to NOK 1.7 billion at year-end 2023. The increase reflects mainly the increase in cash position following the transaction with SLB, but also the recognition of the remaining 20 percent interest in SLB Capturi of NOK 886 million and the related derivative financial asset (call option) of NOK 252 million. Liabilities reflect the derivative financial liability (put option) of NOK 200 million and a tax liability of NOK 13 million.
The Group's equity ratio was solid 96 percent at the end of 2024, compared with 42 percent at the end of 2023.
Cash flow statement
The Group's cash balance stood at NOK 4.6 billion as of 31 December 2024. This is an increase by NOK 3.5 billion from year-end 2023, mainly explained by the net cash proceeds for 3.7 billion from the transaction with SLB.
Parent company financial statements
The parent company, Aker Horizons ASA, made a profit for the year of NOK 3.0 billion, compared to a gain of NOK 17 million in 2023. The gain from the transaction with SLB amounted to NOK 2.9 billion in the parent company accounts. The parent company had no research and development activities in 2024.
Assets totaled NOK 4.9 billion and equity amounted to NOK 4.8 billion at the end of 2024. This represents a 99 percent equity ratio at the end of 2024, up from 82 percent in 2023.
The net profit for the year of NOK 3.0 billion is allocated to retained earnings.
Fornebu, 27 March 2025 Board of Directors and Chief Executive Officer of Aker Carbon Capture ASA
Kristian Røkke Liv Monica Stubholt Oscar Fredrik Graff Valborg Lundegaard Chair Director Director Chief Executive Officer
Board of Directors
Kristian Monsen Røkke Chair (non-independent)
Year of birth: 1983 Citizenship: Norwegian Position: Chair of Aker Horizons and Aker Carbon Capture board
Experience and skills: Kristian Røkke served as Chief Executive Officer of Aker Horizons from its establishment in July 2020 until October 2024. Prior to joining Aker Horizons, he was Chief Investment Officer at Aker ASA and previously held CEO roles at Akastor ASA and Philly Shipyard ASA. He also spent several years in various operational roles, including as Senior Vice President of Operations at Philly Shipyard ASA.
Key external assignments: Røkke currently chairs the boards of Mainstream Renewable Power, Aker Horizons ASA, and Philly Shipyard ASA. He is also a director on the boards of TRG Holding AS, the main shareholder of Aker ASA, and HMH Holding B.V., a leading provider of drilling solutions.
First elected: 2020 Term of office: 2024-2026 Shares owned at year-end 2024: 0 Audit Committee member: No
Liv Monica Bargem Stubholt Director (independent)
Year of birth: 1961 Citizenship: Norwegian Position: Partner in Norwegian law firm Selmer Education: Cand. jur. degree from the University of Oslo
Experience and skills: Ms. Stubholt has more than 20 years' experience as a corporate lawyer and she has held several top executive positions in the group of Aker companies. She has been State Secretary both at the Norwegian Ministry of Foreign Affairs and the Ministry of Petroleum and Energy. Ms. Stubholt is especially qualified within governance and compliance and has valuable understanding of political processes. She holds several nonexecutive board positions in the energy and seafood sectors and she is a council member of the Department for Energy Law at the Faculty of Law in Oslo.
Key external assignments: Chair of the board of Morrow Batteries ASA, Cadre AS, Green Ammonia Berlevåg AS, Silex Gas Norway AS and Gigante Salmon AS. Board member in Vår Energy ASA, Nordic Ferry Infrastructure AS, Grøtsund Industripark AS og Helse Sør-Øst RHF.
First elected: 2021 Term of office: 2023-2025 Shares owned at year-end 2024: 0 Audit Committee member: Yes (Chair of Audit Committee)
Oscar Fredrik Graff Director (independent)
Year of birth: 1952 Citizenship: Norwegian Position: Owner of Graff Consulting Education: Master's degree in chemical engineering from the Norwegian University of Science and Technology (NTNU)
Experience and skills: Mr. Graff joined Aker in 1980. Since 2000 he has been instrumental in the development of carbon capture technology to reduce carbon emissions. Mr. Graff was appointed as Chief Technology Officer for Aker Clean Carbon in 2008 and has up to 2020 been responsible for Carbon Capture in Aker Solutions. Mr. Graff has held several positions in CO2 and climate related technical boards and advisory committees in Norway, UK and the EU, including ZEP (Zero Emissions Platform). Received the CLIMIT Award 2025. Coach and board member in local football clubs. Member of Norwegian Society of Graduate Technical and Scientific Professionals (TEKNA).
Key external assignments: No
First elected: 2020 Term of office: 2023-2025 Shares owned at year-end 2024: 10.000 Audit Committee member: No
Karl Erik Kjelstad Deputy director (non-independent)
Year of birth: 1966 Citizenship: Norwegian Position: CEO of Akastor Education: MSc in Marine Engineering from the Norwegian University of Science and Technology (NTNU) and an AMP from Harvard Business School.
Experience and skills: Karl Erik joined Akastor in 2014, he has been part of the Aker group since 1998 and has numerous key positions including various CEO positions. Karl Erik has held several board positions in different industries, including oil service, offshore drilling, offshore and merchant shipping, shipbuilding, IT services, real estate and construction industry.
Key external assignments: Chair of the board of AS Backe and Eviny AS. Board member of DDW Offshore AS and HMH Holding B.V.
First elected: 2024 Term of office: 2024-2026 Shares owned at year-end 2024: 0 Audit Committee member: No
Consolidated financial statements
Income statement and other comprehensive income
Notes to the consolidated financial statements
- Company information
- Basis of preparation
- Discontinued operations
- Expenses
- Financial items
- Tax
- Earnings per share
- Property, plant and equipment
- Intangible assets
- Interest in associates
- Derivative financial instruments
- Current operating assets and liabilities
- Leases
- Capital and reserves
- Capital management
- Financial risk management and exposure
- Hedge accounting
- Group companies
- Related parties
- Subsequent events
Income statement
Consolidated statement for the year ended 31 December
| Amounts in NOK million | Note | 2024 | 20231 |
|---|---|---|---|
| Revenues | 3, 17 | 6 | — |
| Materials, goods and services | 17 | (6) | — |
| Salary and other personnel costs | (3) | (3) | |
| Other operating expenses | 4, 17 | (40) | (6) |
| Operating profit (loss) before depreciation, amortization and impairment | (43) | (9) | |
| Depreciation and amortization | 8, 9, 13 | — | — |
| Operating profit (loss) | (43) | (9) | |
| Financial income | 186 | 41 | |
| Financial expenses | (1) | (1) | |
| Net financial items | 5 | 185 | 41 |
| Profit (loss) associated company | 2 | (143) | — |
| Profit (loss) before tax | (1) | 31 | |
| Tax benefit (expense) | 6 | (13) | — |
| Profit (loss) continuing operations | (14) | 31 | |
| Profit (loss) discontinued operations | 3 | 4,810 | (202) |
| Profit (loss) for the period | 4,795 | (171) | |
| Earnings (loss) per share (NOK) | |||
| Earnings (loss) per share, basic and diluted | 7 | 7.94 | (0.28) |
| Earnings (loss) per share, basic and diluted, continuing operations | 7 | (0.02) | 0.05 |
1) Restated for discontinued operations
Other comprehensive income
Consolidated statement for the year ended 31 December
| Amounts in NOK million | Note | 2024 | 2023 |
|---|---|---|---|
| Profit (loss) for the period | 4,795 | (171) | |
| Other comprehensive income | |||
| Items that may be reclassified subsequently to profit or loss: | |||
| Cash flow hedges - effective portion of changes in fair value | 17 | (3) | (2) |
| Translation differences - foreign operations | 6 | (2) | |
| Other comprehensive income (loss) | 3 | (4) | |
| Total comprehensive income (loss) | 4,798 | (175) |
17 Annual Report 2024 CONTENTS
Balance sheet
Consolidated statement for the year ended 31 December
| Amounts in NOK million | Note | 2024 | 2023 |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Property, plant and equipment | 8 | — | 73 |
| Right-of-use assets | 13 | — | 41 |
| Intangible assets | 9 | — | 179 |
| Interest in associate | 10 | 886 | — |
| Derivative financial assets, non current | 11 | 252 | — |
| Total non-current assets | 1,138 | 293 | |
| Current assets | |||
| Trade and other receivables | 12 | — | 130 |
| Customer contract assets | 3, 17 | — | 140 |
| Derivative financial assets, current | 17 | — | 13 |
| Cash and cash equivalents | 4,596 | 1,112 | |
| Total current assets | 4,596 | 1,394 | |
| Total assets | 5,734 | 1,688 |
| Amounts in NOK million | Note | 2024 | 2023 |
|---|---|---|---|
| Equity and liabilities | |||
| Equity | |||
| Share capital | 604 | 604 | |
| Other equity and reserves | 4,896 | 98 | |
| Total equity | 14 | 5,501 | 702 |
| Non-current liabilities | |||
| Pension liabilities | — | 3 | |
| Non-current lease liabilities | 13 | — | 37 |
| Derivative financial liabilities | 200 | — | |
| Total non-current liabilities | 200 | 40 | |
| Current liabilities | |||
| Current lease liabilities | 13 | — | 5 |
| Trade and other payables | 12 | 20 | 573 |
| Income tax payable | 6 | 13 | — |
| Customer contract liabilities | 3, 17 | — | 368 |
| Total current liabilities | 34 | 946 | |
| Total equity and liabilities | 5,734 | 1,688 |
Fornebu, 27 March 2025 Board of Directors and Chief Executive Officer of Aker Carbon Capture ASA
Kristian Røkke Liv Monica Stubholt Oscar Fredrik Graff Valborg Lundegaard Chair Director Director Chief Executive Officer
Statement of change in equity
Consolidated statement of changes in equity
| Amounts in NOK million | Note | Share capital | Other paid-in capital |
Other equity | Retained earnings |
Hedging reserve |
Currency translation reserve |
Total equity |
|---|---|---|---|---|---|---|---|---|
| 2023 | ||||||||
| Equity as of 1 January 2023 | 604 | 1,211 | (503) | (441) | 6 | — | 878 | |
| Profit (loss) for the period | — | — | — | (171) | — | — | (171) | |
| Other comprehensive income | — | — | — | — | (2) | (2) | (4) | |
| Total comprehensive income | — | — | — | (171) | (2) | (2) | (175) | |
| Loss on sale of treasury shares | — | (1) | — | — | — | — | (1) | |
| Equity as of 31 December 2023 | 604 | 1,210 | (503) | (612) | 3 | (1) | 702 | |
| 2024 | ||||||||
| Profit (loss) for the period | — | — | — | 4,795 | — | — | 4,795 | |
| Other comprehensive income | — | — | — | — | (3) | 6 | 3 | |
| Total comprehensive income | — | — | — | 4,795 | (3) | 6 | 4,798 | |
| Disposal of business | 3 | 503 | (498) | — | (5) | — | ||
| Equity as of 31 December 2024 | 604 | 1,210 | — | 3,686 | — | — | 5,501 |
Cash flow statement
Consolidated statement for the year ended 31 December
| Amounts in NOK million | Note | 2024 | 2023 |
|---|---|---|---|
| Profit (loss) before tax, continuing operations | (1) | 31 | |
| Profit (loss) before tax, discontinued operations | 4,810 | (202) | |
| Adjustment for: | |||
| Depreciation & amortization | 3 | 9 | 16 |
| Profit (loss) associated company | 10 | 143 | — |
| Accrued interest and foreign exchange | (131) | (41) | |
| Hedge adjustment, no cash effect | 17 | 7 | (7) |
| Gain from disposal of business and non-cash items | 3 | (4,939) | — |
| Net income after adjustments | (103) | (202) | |
| Changes in current operating assets and liabilities | (162) | 333 | |
| Cash generated from operating activities | (265) | 131 | |
| Interest received | 134 | 41 | |
| Interest paid | (4) | (1) | |
| Cash flow from operating activities | (134) | 171 | |
| Acquisition of property, plant and equipment | 8 | (20) | (32) |
| Payments for capitalized development | 9 | (47) | (114) |
| Proceeds sale of business, net of cash | 3 | 3,685 | — |
| Cash flow from investing activities | 3,619 | (147) | |
| Payment of lease liability | 13 | (2) | (8) |
| Net purchase of treasury shares | — | (1) | |
| Cash flow from financing activities | (2) | (9) | |
| Net cash flow in the period | 3,482 | 15 | |
| Effect of exchange rate changes on cash and bank deposits | 2 | 4 | |
| Cash and cash equivalent at the beginning of the period | 1,112 | 1,093 | |
| Cash and cash equivalent at the end of the period | 4,596 | 1,112 |
Notes to the consolidated financial statements
NOTE 1 Company information
Aker Carbon Capture ASA is a limited liability company incorporated and domiciled in Norway, whose shares are traded on Oslo Stock Exchange. The registered office is located at John Strandrudsvei 10, Lysaker, Norway. The largest shareholder is Aker Horizons Holding AS and the ultimate parent company is The Resource Group TRG AS. The company trades on the Oslo Stock Exchange (Oslo Børs), under the ticker ACC.
The consolidated financial statements of Aker Carbon Capture ASA for the year ended 31 December 2024 were approved by the Board of Directors and Chief Executive Officer on 27 March 2025. The consolidated financial statements will be authorized by the annual general meeting on 29 April 2025.
On June 14, 2024, the company sold 80 percent of its shares in Aker Carbon Capture Holding AS (later renamed to SLB Capturi AS), which held the operational business in Aker Carbon Capture, to a subsidiary of SLB. Aker Carbon Capture and SLB combined their respective carbon capture businesses to support accelerated industrial decarbonization at scale. Aker Carbon Capture maintains ownership of the remaining 20 percent of the shares in SLB Capturi AS. Going forward, Aker Carbon Capture ASA will, through its ownership in SLB Capturi, continue to support the development of the carbon capture business of SLB Capturi.
Information on the group's structure is provided in Note 18 Group companies and information on other related party relationships is provided in Note 19 Related parties.The interest in SLB Capturi AS is accounted for according to equity method, see Note Interest in associate. .
NOTE 2 Basis of preparation
Statement of compliance
The consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards as adopted by the EU, their interpretations adopted by the International Accounting Standards Board (IASB) and the additional requirements of the Norwegian Accounting Act as of 31 December 2024.
Going concern basis of accounting
The consolidated financial statements have been prepared on a going concern basis.
Functional and presentation currency
The consolidated financial statements are presented in NOK, which is Aker Carbon Capture ASA's functional currency. All financial information presented in NOK has been rounded to the nearest thousand (NOK thousand), except when otherwise stated. The subtotals and totals in some of the tables in these consolidated financial statements may not equal the sum of the amounts shown due to rounding.
Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis.
Cash flow statement
The statement of cash flow is prepared according to the indirect method. Cash and cash equivalents include cash, bank deposits and other short-term liquid investments.
Changes in accounting principles and new pronouncements
Aker Carbon Capture has not implemented any new accounting standards or otherwise made any changes to accounting policies during 2024.
None of the issued, not yet effective, accounting standards or amendments to such standards are expected to have significant effects for Aker Carbon Capture's financial reporting. Further, none of the recently issued IFRS Interpretations Committee agenda decisions are expected to significantly change the company's accounting policies or practices.
Judgments and estimates
The preparation of consolidated financial statements in conformity with IFRS Accounting Standards requires management to make judgements, estimates and assumptions each reporting period that affect the income statement and balance sheet. The accounting estimates will by definition seldom precisely match actual results.
The main areas where judgements and estimates have been made are related to accounting of the Put/Call mechanism related to remaining 20 percent shareholding in SLB Capturi. For more information, please refer to Note 11 Derivative financial instruments.
NOTE 3 Discontinued operations
On 14 June 2024, Aker Carbon Capture ASA closed the agreement with SLB to combine their respective carbon capture businesses to support accelerated industrial decarbonization at scale. Bringing together complementary technology portfolios, leading process design expertise and an established project delivery platform, the partnership will leverage Aker Carbon Capture's commercial carbon capture product offering and SLB's new technology developments and industrialization capability. It will create a vehicle for accelerating the introduction of early-stage technologies into the global market on a commercial, proven platform. Following the transaction, SLB will own 80 percent of the combined business and Aker Carbon Capture ASA will own 20 percent (see Note 10 Interest in associate).
At closing, SLB paid NOK 4.1 billion in cash to Aker Carbon Capture ASA for the purchase of 80 percent of the shares in Aker Carbon Capture Holding AS (later renamed to SLB Capturi AS), which held the business of Aker Carbon Capture. A gain of NOK 4.9 billion was recognized in Profit (loss) from discontinued operations, of which NOK 3.9 billion is related to the disposed business (net of transaction costs) and NOK 1 billion is related to remeasurement of the retained ownership at fair value.
Earn-out
In addition to the consideration paid, Aker Carbon Capture ASA is entitled to a performance-based payment of up to NOK 1.36 billion. 85 percent of performance-based payments will be subject to the achievement of order intake and margin targets, and 15 percent on reaching certain milestones. The payments will be due when certain targets are met in the period 2025 to 2027, weighted towards the end of the period upon finalization of the financial statements for 2027. The performance-based payments will carry a market-based interest rate from the date of closing until the date of payment.
As of 31 December 2024, no earn-out has been recognized. The assessment is based on the JV's business plan and has been adjusted for the probability of not exceeding revenue and margin earnout thresholds. Given the uncertain geopolitical situation and its impact on the emerging CCS industry, there is uncertainty regarding future earn-out payments. Consequently, as of 31 December 2024, the probability of achieving the earn-out thresholds is assessed to be low and the fair value is assumed to be zero.
However, the strategic important award from Hafslund Celcio AS in January 2025 triggered a milestone payment under the earn-out arrangement of NOK 71 million including interest. See note 20 Subsequent events for more information.
Income statement for discontinued operations
| Amounts in NOK million | 2024 | 2023 |
|---|---|---|
| Revenue | 971 | 1,605 |
| Expenses | (1,049) | (1,807) |
| Results from operating activities, net of tax | (78) | (202) |
| Gain on sale of discontinued operation, net of transaction costs | 4,887 | — |
| Profit (loss) from discontinued operations, net of tax | 4,810 | (202) |
Intercompany transactions between Aker Carbon Capture ASA and the disposed business, which mainly constitutes inter-company interests, have been eliminated in continuing operations in the consolidated income statement. There is no tax expense related to the disposed operations or the gain from disposal of the 80 percent shareholding.
Cash flows from (used in ) discontinued operations
| Amounts in NOK million | 2024 | 2023 |
|---|---|---|
| Net cash used in operating activities | (271) | 153 |
| Net cash from investing activities | 3,647 | (147) |
| Net cash from financing activities | (2) | (9) |
| Net cash flows for the year | 3,375 | (3) |
Effect of disposal on the financial position of the group
| Amounts in NOK million | At disposal |
|---|---|
| Property, plant and equipment | 90 |
| Rights of use assets | 41 |
| Intangible assets | 212 |
| Trade and other receivables | 349 |
| Cash and cash equivalents | 349 |
| Trade and other payables | (816) |
| Other liabilities | (45) |
| Net assets and liabilities | 180 |
| Consideration received, satisfied in cash | 4,063 |
| Cash and cash equivalents disposed of | (349) |
| Net cash inflow | 3,714 |
NOTE 4 Expenses
Aker Carbon Capture ASA has no employees and hence no personnel expenses. The CEO is seconded from Aker Horizons Holding AS and the Company is currently purchasing CFO services from Aker Horizons Holding AS. See 8 Related parties for information about services acquired from Aker Horizons Holding AS.
In 2024, NOK 1.7 million has been allocated to fees payable to the Board of Directors and members of the Nomination Committee (2023: NOK 2.5 million). For more information about remuneration to and shareholding of CEO and Board of Directors, see the Remuneration report for 2024.
Other operating expenses relate mainly to listing fees as well as advisory and audit fees. In 2024, the group has also incurred costs related to restructuring and strategic processes following the sale of business to SLB.
Fees to external auditor1
| Aker Carbon Capture ASA | Other group companies | Total | ||||
|---|---|---|---|---|---|---|
| Amounts in NOK thousand | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
| Audit fee PwC | 1,249 | 320 | 778 | 787 | 2,027 | 1,108 |
| Audit related services PwC | 190 | 215 | 50 | 67 | 240 | 282 |
| Total | 1,439 | 535 | 828 | 855 | 2,267 | 1,390 |
1) Includes fees for discontinued operations until disposal. Amounts are net of VAT
NOTE 5 Financial items
| Amounts in NOK million | Note | 2024 | 20231 |
|---|---|---|---|
| Interest income | 134 | 41 | |
| Gain derivative financial instrument | 11 | 51 | — |
| Other financial expenses | (1) | (1) | |
| Total | 184 | 41 |
1) Restated for discontinued operations
NOTE 6 Tax
Accounting principles
Income tax in the income statement consists of current tax and effects of changes in deferred tax positions. Income tax is recognized in the income statement except to the extent that it relates to items recognized directly in equity or in other comprehensive income.
Deferred tax assets are recognized for unused tax losses and deductible temporary differences only to the extent it is considered probable that future taxable profits will be available to utilize the credits.
Effective tax reconciliation - continuing operations
| Amounts in NOK million | 2024 | 20232 |
|---|---|---|
| Profit before tax continuing operations | (1) | 31 |
| Income tax 22 percent | — | (7) |
| Tax effects of: | ||
| Permanent differences1 | 11 | 3 |
| Profit (loss) associated company | (31) | — |
| Utilization of unrecognized losses carried forward | 7 | 4 |
| Tax benefit (expense) | (13) | — |
1) In 2024, permanent differences relates to gain on financial derivative instruments, see note 11 Derivative financial instruments. In 2023,it is related to transaction costs and intercompany transactions related to discontinued operations
2) Restated for discontinued operations
NOTE 7 Earnings per share
Aker Carbon Capture ASA has issued 604,242,218 ordinary shares as of 31 December 2024. The company holds no treasury shares.
| Amounts in NOK | 2024 | 2023 |
|---|---|---|
| Basic/ diluted earnings per share | ||
| From continuing operations | (0.02) | 0.05 |
| From discontinued operations | 7.96 | (0.33) |
| Total basic earnings per share | 7.94 | (0.28) |
| Calculation of weighted average number of shares | ||
| Issued ordinary shares as of 1 January and 31 December | 604,242,218 | 604,242,218 |
| Weighted average number of issued ordinary shares for the year | 604,242,218 | 604,242,218 |
Reconciliation of earnings used in calculating EPS (basic and diluted)
| Amounts in NOK million | 2024 | 2023 |
|---|---|---|
| Profit/(loss) from continuing operations as presented in the income statement | (14) | 31 |
| Profit (loss) from discounted operations | 4,810 | (202) |
| Profit (loss) used in calculating basic earnings per share | 4,795 | -171 |
Following the disposal of the business to SLB, the group no longer holds Property, plant and equipment. Book values as of 31 December 2023 consisted of the Mobile Test Units (MTUs) for carbon capture, furniture and leasehold improvements at the head office in Oslo, and capitalized IT equipment. Depreciations in 2024 relate to discontinued operations only.
| Amounts in NOK million | Note | 2024 | 2023 |
|---|---|---|---|
| Historical cost | |||
| Balance as of 1 January | 77 | 51 | |
| Additions | 19 | 27 | |
| Disposal of business | 3 | (97) | — |
| Balance as of 31 December | — | 77 | |
| Accumulated depreciation | |||
| Balance as of 1 January | (4) | (2) | |
| Amortization for the year | (3) | (2) | |
| Disposal of business | 3 | 7 | — |
| Balance as of 31 December | — | (4) | |
| Total carrying value as of 31 December | — | 73 |
NOTE 9 Intangible assets
Following the disposal of the business to SLB, the group no longer holds intangible assets. Book values as of 31 December 2023 were mainly related to development costs capitalized for the group's carbon capture technologies, product portfolio and costs related to the digitalization program. Amortizations in 2024 relate to discontinued operations only.
| Amounts in NOK million | Note | 2024 | 2023 |
|---|---|---|---|
| Historical cost | |||
| Balance as of 1 January | 186 | 74 | |
| Additions | 37 | 112 | |
| Disposal of business | 3 | (223) | — |
| Balance as of 31 December | — | 186 | |
| Accumulated depreciation | |||
| Balance as of 1 January | (7) | (1) | |
| Amortization for the year | (4) | (6) | |
| Disposal of business | 3 | 11 | — |
| Balance as of 31 December | — | (7) | |
| Total carrying value as of 31 December | — | 179 |
NOTE 10 Interest in associates
As described in note 3 Discontinued operations, Aker Carbon Capture ASA owns 20 percent of SLB Capturi AS following the transaction that closed on 14 June 2024. The 20 percent interest is defined as an associated company that is reported using equity-method.
The revenue relates to delivery of technology, engineering, procurement and construction services within the carbon capture, storage and utilization ("CCUS") value chain. Deliveries include studies, Front End Engineering and Design (FEED) contracts, as well as full scale Engineering, Procurement and Construction (EPC) contracts related to the full carbon capture value chain. Revenue from performance obligations is recognized according to progress.
The tables below show the associate recognized in the Group's consolidated financial statements, the carrying amount of the investments as well as the share of profit or loss, and the stand-alone financial information for company.
The interest in associate was initially recognized at fair value NOK 1,024 million, as reflected in the transaction on the day Aker Carbon Capture ASA ceased to have control of the business that was combined in in SLB Capturi.
| Amounts in NOK million | Office | Ownership | Book value 2024 |
Share of net profit (loss) 2024 |
|---|---|---|---|---|
| SLB Capturi AS | Fornebu, Oslo | 20% | 886 | (143) |
See below for further information about summarized financial information (100 percent figures) for the associate. Income statement represents the period after formation of the JV.
| Amounts in NOK million | 2024 |
|---|---|
| Revenue | 844 |
| Depreciations and amortizations | (41) |
| Interest income | — |
| Interest expense | 36 |
| Income tax expense | — |
| Net profit (loss) | (714) |
| Total comprehensive income (100%) | (690) |
| Group's share of total comprehensive income | (138) |
| Amounts in NOK million | 2024 |
| Current assets | 1,204 |
| - of which cash and cash equivalents | 440 |
| Non-current assets | 832 |
| Current liabilities | (1,056) |
| - of which current financial liabilities (excluding trade and other payables and provisions) | — |
| Non-current liabilities | (1,530) |
| - of which non-current financial liabilities (excluding trade and other payables and provisions) | (1,530) |
| Net assets (100%) | (549) |
| Share of net assets, net of NCI | (110) |
| Goodwill | 883 |
| Intangible assets | 113 |
| Carrying amount of interest in associate | 886 |
The cooperation between Aker Carbon Capture ASA and SLB as shareholders of the combined business is governed by a shareholders' agreement. As part of the shareholder agreement, the shares are subject to a three-year lock-up and certain exit mechanisms, which is accounted for as derivative financial instruments. See note 11 Derivative financial instruments for more information.
NOTE 11 Derivative financial instruments
The cooperation between Aker Carbon Capture ASA and SLB as shareholders of the combined business in SLB Capturi is governed by a shareholders' agreement. After a lock-up period of three years, Aker Carbon Capture ASA will be entitled to sell its stake in company to SLB during a period of six months (put option). The put option price will be based on the fair market value of the combined business with a floor equal to the purchase price agreed in the transaction as disclosed in note 3 (on a per share basis, and not including any performance-based payments) corresponding to approximately NOK 1.0 billion for the retained 20 percent stake, and a ceiling at 2.0x this price. Conversely, SLB will after expiry of the put option have a right to purchase Aker Carbon Capture ASA's 20 percent stake in the combined business during the following six months (call option). The call option price will be based on the fair market value of the combined business with a higher floor than the put option floor and a ceiling at 2.5x. The shareholders' agreement also has customary buy-out rights for both shareholders in the event of a change of control in the other shareholder.
The put and call options are recognized as financial instruments for Aker Carbon Capture ASA (with the investment in associate, SLB Capturi, as the underlying exposure) within the scope of IFRS 9, and will be separately accounted for at fair value through profit and loss. Correspondingly, the two options are presented gross in the balance sheet as a derivative financial asset and a derivative financial liability.
The derivative financial instruments were both initially recognized at a fair value of NOK 232 million. As of 31 December 2024, the derivative financial asset (put option) and liability (call option) were valued at NOK 252 million and NOK 200 million, respectively, resulting in a gain in financial items of NOK 51 million.
The estimated fair value is calculated based on an internally developed option pricing model, using unobservable input such as fair value of SLB Capturi, discount rate and volatility, categorizing the fair value measurement as a Level 3 fair value. The fair value of SLB Capturi has been determined using a multiple approach based on Revenue, EBITDA, and Cash Flow from Operations from the business plan, averaging calculations across the years 2028 to 2030. Volatility assumption based on the the Company's historical share prices as well as volatility for peers, and is reflected by 60 percent.
The change in option value of NOK 51 million primarily reflects time value, with the underlying asset value remaining largely unchanged from initial recognition.
NOTE 12 Current operating assets and liabilities
Following the disposal of the business to SLB, the group's operating assets and liabilities are significantly reduced and reflects only the parent company's balance sheet.
Accounting principles
Trade and other receivables are recognized at the original invoiced amount, less impairment losses. The invoiced amount is considered to be approximately equal to the value derived if the amortized cost method would have been used. Impairment losses are estimated based on the expected credit loss method (ECL) for trade receivables, contract assets (with or without a significant financing component) and other receivables. Trade and other payables are recognized at the original invoiced amount. The invoiced amount is considered to be approximately equal to the value derived if the amortized cost method would have been used.
Judgments and estimates
Judgment is involved when determining the impairment losses on doubtful receivables. The impairment is based on individual assessments of each customer and default risk in the industry and the country in which the customer operates. The customers of the group are mainly large companies with low credit risk, and no material impairment losses have been recognized for the reporting periods presented.
Trade and other receivables
| Amounts in NOK million | 2024 | 2023 |
|---|---|---|
| Trade receivables | — | 95 |
| Public duties and taxes refund | — | 31 |
| Other receivables | — | 2 |
| Prepaid expenses | — | 3 |
| Total | — | 130 |
Trade and other payables
| Amounts in NOK million | 2024 | 2023 |
|---|---|---|
| Accrued project and operating expenses | 6 | 455 |
| Public duties and taxes | 5 | 14 |
| Trade payables | 10 | 104 |
| Total | 20 | 573 |
NOTE 13 Leases
Following the disposal of the business to SLB, the group no longer is party to lease contracts. See note 19 Related parties for more information about the lease contracts for the disposed business.
Right-of-use assets (ROU)
| Amounts in NOK million | Note | 2024 | 2023 |
|---|---|---|---|
| Historical cost | |||
| Balance as of 1 January | 64 | 21 | |
| Additions and remeasurement | 2 | 43 | |
| Disposal of business | 3 | (66) | — |
| Balance as of 31 December | — | 64 | |
| Accumulated depreciation | |||
| Balance as of 1 January | (23) | (15) | |
| Depreciation | (3) | (7) | |
| Disposal of business | — | 26 | — |
| Balance as of 31 December | — | (23) | |
| Total carrying value as of 31 December | — | 41 |
NOTE 14 Capital and reserves
Share capital
The total number of outstanding shares in Aker Carbon Capture ASA at 31 December 2024, is 604,242,218 at a nominal value of NOK 1.00 per share. All issued shares are fully paid. Aker Carbon Capture ASA has one class of shares, ordinary shares, with equal rights for all shares. The holders of ordinary shares are entitled to receive dividends and are entitled to one vote per share at general meetings.
Other paid-in capital
Other paid-in capital include share premium net of transaction costs.
Currency translation reserve
The foreign currency translation reserve comprises the aggregate effect since incorporation or acquisition of translating the equity of subsidiaries that have a functional currency different than its parent company to the currency of the parent company, including the group's share of joint venture and associate foreign exchange variations. Following the disposal of the business to SLB, the Group no longer has a translation reserve.
NOTE 15 Capital management
The objective of Aker Carbon Capture's capital management is to optimize the capital structure to enable the Company to retain a sufficiently robust balance sheet to fulfill its role and responsibilities as a minority owner of SLB Capturi, and will back Aker Carbon Capture ASA's remaining pro-rata guarantee exposure for projects awarded prior to the formation of the JV.
Aker Carbon Capture had a liquidity reserve at 31 December 2024 of NOK 4.6 billion in cash and cash equivalents, compared to 1.1 billion at 31 December 2023. The increase in liquidity is explained by the proceeds from sale of 80 percent of SLB Capturi AS, see note 3 Discontinued operations.
See also 10 Subsequent events in Parent company accounts for information about proposed dividends announced on 13 February 2025.
NOTE 16 Financial risk management and exposure
The objective of financial risk management is to manage exposure from financial risks, to increase predictability of earnings and minimize potential adverse effects on financial results and performance. The group is or may be exposed to a variety of financial market risks, such as currency risk, credit risk, interest rate risk and liquidity risk.
Risk management
Aker Carbon Capture has implemented a risk-based management system with clear policies and procedures to facilitate risk management. The overarching governance policy requires the group to ensure active identification and management of risks in activities to ensure safe operations and achievement of strategic objectives.
Market risks
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk includes interest rate risk and foreign currency risk. The group's market risk is currently limited to interest on bank deposits.
Credit risk
Credit risk is the risk of financial losses if a customer or counterparty to financial receivables and financial instruments fails to meet contractual obligations.
The Group transacts with a variety of highly credit rated financial institutions for the purpose of placing deposits. The Group's objective is to primarily trade with counterparties that have an investment grade rating and with which the Group has a longstanding relationship. Furthermore, exposure per financial institution is capped in accordance with Treasury Policy.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of an asset or liability will fluctuate because of changes in market interest rates. Aker Carbon Capture's interest rate exposure mainly arises from deposits in bank. Most of the deposits has floating interest.
Liquidity risk
Liquidity risk is the risk that the group is unable to meet the obligations associated with its financial liabilities. The group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity reserves to meet its liabilities when due.
Guarantees
Following the transaction with SLB, Aker Carbon Capture holds a pro-rata share of the Parent Company Guarantees (PCG) for projects awarded prior to the formation of the JV (Heidelberg Materials Brevik CCS project and the Ørsted Kalundborg CCS project). A PCG is a contractual agreement where the parent company guarantees the performance of its subsidiary's obligations under a contract. If the subsidiary fails to meet its contractual obligations, the parent company will step in to fulfil them. The guarantee period lasts until the end of the warranty period, which varies from contract to contract. Based on the current situation, the most significant warranties will expire in the period 2027-2028.
The guarantees are considered contingent liabilities and the likelihood of payments under these guarantees is currently assumed to be low.
The Company no longer holds any bank guarantees related to project execution in SLB Capturi AS. All such guarantees are transferred to SLB.
NOTE 17 Hedge accounting
Following the disposal of the business to SLB, the group no longer holds foreign currency hedge instruments. The disposed operations hedged cash flow exposure in foreign currencies and applied a net hedging strategy where all known and highly probable cash flows was included. The group's hedging reserve relates to currency derivatives and movements are specified in the table below:
| Amounts in NOK million | 2024 | 2023 |
|---|---|---|
| Balance as of 1 January | 3 | 6 |
| Change in fair value of hedging instruments recognized in OCI | 7 | 11 |
| Reclassified from OCI to profit and loss | — | (13) |
| Reclassified from OCI to profit and loss, disposal of business, included in Discontinued operations |
(11) | — |
| Balance as of 31 December | — | 3 |
NOTE 18 Group companies
Accounting principles
The consolidated statements include all entities controlled by Aker Carbon Capture ASA. Control exists when the company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of the subsidiaries are included in the consolidated financial statements from the date control commences until the date control ceases.
Group companies
If not stated otherwise, ownership equals the percentage of voting shares.
| 2024 | 2023 | |||
|---|---|---|---|---|
| Company | Location | Country | Ownership | |
| Aker Carbon Capture Holding AS1 | Oslo | Norway | — | 100 % |
| Aker Carbon Capture Norway AS1 | Oslo | Norway | — | 100 % |
| Aker Carbon Capture Denmark A/S1 | Copenhagen | Denmark | — | 100 % |
| Aker Carbon Capture UK Ltd1 | Leeds | UK | — | 100 % |
| Aker Carbon Capture India Pvt Ltd1 | Mumbai | India | — | 100 % |
| Aker Carbon Capture Netherlands BV1 | Amsterdam | Netherlands | — | 100 % |
| Aker Carbon Capture Sweden AB1 | Stockholm | Sweden | — | 100 % |
| Aker Carbon Capture AS2 | Oslo | Norway | 100 % | — |
1) Company disposed to SLB, see note 3 Discontinued operations 2) New company in 2024, renamed from Spiksmed AS
NOTE 19 Related parties
Accounting principles
Related party relationships are those involving control (either direct or indirect), joint control or significant influence. Related parties are in a position to enter into transactions with Aker Carbon Capture that would not necessarily be undertaken between unrelated parties.
Aker Carbon Capture ASA at 31 December 2024 is a parent company with control of the group entities as listed in note 18 Group companies. Any transactions between the parent company and the group entities are eliminated in the consolidated financial statements.
Remuneration and transactions with directors and executives are summarized in the Remuneration report for 2024.
The largest shareholder of Aker Carbon Capture ASA is Aker Horizons Holding AS which in turn is controlled by Kjell Inge Røkke through Aker ASA, TRG Holding AS and The Resource Group TRG AS. The Resource Group TRG AS is the ultimate parent company of Aker Carbon Capture ASA. In this respect, all entities controlled by Aker ASA and entities which Kjell Inge Røkke controls through The Resource Group TRG AS are considered related parties to Aker Carbon Capture ASA and referred to as "Aker entities" in the table below.
Agreements with related parties to Aker (discontinued operations only)
- • Global framework agreement: In 2022, the Group signed a global framework agreement for engineering services with Aker Solutions, subject to a two-year term with an option to renew for one year.
- • Brevik CCS Project: In December 2020, Aker Carbon Capture awarded Aker Solutions a contract for engineering, procurement and management assistance services to realize the carbon capture plant at the Brevik cement factory in southern Norway.
- • Twence CCU project: In June 2021, Aker Carbon Capture entered into a pass-through agreement with Aker Solutions relating to the design and construction of the CO2 capture and liquefaction project with Twence B.V. The formal contractor position remains with Aker Solutions, whereas Aker Carbon Capture assumes all risks, obligations and benefits under the agreement with Twence B.V.
Agreements with Aker entities (discontinued operations only)
Aker Carbon Capture has entered into a cooperation and shared service agreement with Aker Horizons Holding AS. The agreement includes finance and accounting services, business development and M&A support, and other support functions. Further, the group has entered into a sublease agreement with Aker Horizons Holding AS for its headquarter offices at Fornebu.
Further, the group has entered into an IT service agreement with Aker ASA for delivery of IT services to the group.
See note 8 Related parties in Aker Carbon Capture ASA parent company accounts for information about related party agreements entered into after the sale of business to SLB.
Significant related party transactions
Summary of transactions and balances with significant related parties:
| Amounts in NOK million | Aker entities | Related parties to Aker | Total |
|---|---|---|---|
| 2024 | |||
| Income statement | |||
| Revenues | 7 | 1 | 7 |
| Operating expenses | (31) | (108) | (139) |
| Balance sheet | |||
| Trade and other payables | (2) | — | (2) |
| 2023 Income statement |
|||
| Revenues | 1 | 12 | 13 |
| Operating expenses | (63) | (279) | (342) |
| Net financial items (lease liability) | — | — | — |
| Balance sheet | |||
| Trade and other receivables | 1 | 5 | 6 |
| Trade and other payables | (15) | (21) | (36) |
| Lease liabilities | (41) | — | (41) |
NOTE 20 Subsequent events
On 27 January 2025, SLB Capturi was awarded an engineering, procurement, construction, installation and commissioning (EPCIC) contract from Hafslund Celsio AS to deliver a carbon capture solution at their waste-to-energy facility at Klemetsrud, Oslo. The award triggered a milestone based earn-out payment of NOK 71 million including interest, and is considered a nonadjusting event for the 2024 consolidated financial statements. The amount will be recognized as additional gain from the transaction in first quarter 2025.
Parent company financial statements
Parent company income statement
Parent company cash flow statement
Notes to the parent company financial statements
- Company information
- Basis of accounting
- Expenses
- Tax
- Investments in group companies
- Cash pool arrangement
- Shareholders equity
- Related parties
- Shareholders
- Subsequent events
Parent company income statement
Statement for the period ended 31 December
| Amounts in NOK million | Note | 2024 | 2023 |
|---|---|---|---|
| Revenues | 6 | — | |
| Operating expenses | 3 | (49) | (12) |
| Operating profit (loss) | (43) | (12) | |
| Financial income | 6 | 138 | 42 |
| Sale of subsidiary | 5 | 2,947 | — |
| Financial expenses | 6 | (5) | (13) |
| Net financial items | 3,080 | 29 | |
| Profit (loss) before tax | 3,037 | 17 | |
| Tax benefit (expense) | 4 | (13) | — |
| Profit (loss) for the period | 3,024 | 17 |
Parent company balance sheet
Statement for the period ended 31 December
| Amounts in NOK million | Note | 2024 | 2023 |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Investment in group companies | 5 | 279 | 1,013 |
| Total non-current assets | 279 | 1,013 | |
| Current assets | |||
| Current operating assets | 6 | — | 78 |
| Cash and cash equivalents | 6 | 4,596 | 1,112 |
| Total current assets | 4,596 | 1,190 | |
| Total assets | 4,875 | 2,203 |
| Amounts in NOK million | Note | 2024 | 2023 |
|---|---|---|---|
| Equity and liabilities | |||
| Equity | |||
| Share capital | 604 | 604 | |
| Share premium | 1,212 | 1,212 | |
| Retained earnings | 3,025 | 1 | |
| Total equity | 7 | 4,842 | 1,818 |
| Current liabilities | |||
| Tax payable | 4 | 13 | — |
| Current operating liabilities | 6 | 20 | 386 |
| Total current liabilities | 34 | 386 | |
| Total equity and liabilities | 4,875 | 2,203 |
Fornebu, 27 March 2025 Board of Directors and Chief Executive Officer of Aker Carbon Capture ASA
Kristian Røkke Liv Monica Stubholt Oscar Fredrik Graff Valborg Lundegaard Chair Director Director Chief Executive Officer
Parent company cash flow statement
Statement for the year ended 31 December
| Amounts in NOK million | Note | 2024 | 2023 |
|---|---|---|---|
| Profit (loss) before tax | 3,037 | 17 | |
| Adjustment for gain sale of business | (2,947) | — | |
| Changes in operating assets and liabilities | 17 | 1 | |
| Cash flow from operating activities | 108 | 18 | |
| Investment in group companies | 5 | (382) | — |
| Proceeds sale of subsidiaries | 5 | 4,063 | — |
| Cash flow from investing activities | 3,681 | — | |
| Changes in borrowings to/from group companies | 6 | (305) | 8 |
| Cash flow from financing activities | (305) | 8 | |
| Net cash flow in the period | 3,484 | 26 | |
| Cash and cash equivalent at the beginning of the period | 1,112 | 1,086 | |
| Cash and cash equivalent at the end of the period | 4,596 | 1,112 |
Notes to the parent company financial statements
Note 1 Company information
Aker Carbon Capture ASA is the parent company of Aker Carbon Capture group, and is domiciled at Fornebu, Norway. The company is listed on the Oslo Stock Exchange under the ticker ACC.
On June 14, 2024, the company sold 80 percent of its shares in Aker Carbon Capture Holding AS (later renamed to SLB Capturi AS), which held the operational business in Aker Carbon Capture, to a subsidiary of SLB. The company transferred its ownership of the remaining 20 percent of the shares in SLB Capturi AS to a fully owned subsidiary in November 2024.
Going forward, Aker Carbon Capture ASA will, through its indirect ownership in SLB Capturi, continue to support the development of the carbon capture business of SLB Capturi.
Note 2 Basis of accounting
The financial statements of the parent company are prepared in accordance with Norwegian legislation and Norwegian Generally Accepted Accounting Principles. Financial reporting principles for notes to these financial statements are included in the relevant notes. For other financial reporting principles, see below.
Functional currency and presentation currency
The parent company's financial statements are presented in NOK, which is Aker Carbon Capture ASA's functional currency. All financial information presented in NOK has been rounded to the nearest thousand (NOK thousand), except when otherwise stated. The subtotals and totals in some of the tables in these financial statements may not equal the sum of the amounts shown due to rounding.
Foreign currency
Transactions in foreign currencies are translated at the exchange rate applicable at the date of the transaction. Monetary items in a foreign currency are translated to NOK using the exchange rate applicable on the balance sheet date. Foreign exchange differences arising on translation are recognized in the income statement as they occur.
Classification
Current assets and current liabilities include items due within one year or items that are part of the operating cycle. Other balance sheet items are classified as non-current assets/liabilities.
Measurement of borrowings and receivables
Financial assets and liabilities consist of investments in other companies, trade and other receivables, cash and cash equivalents and trade and other payables. Trade receivables and other receivables are recognized in the balance sheet at nominal value less provision for expected losses.
Cash flow statement
The statement of cash flow is prepared according to the indirect method. Cash and cash equivalents include cash, bank deposits, cash pool arrangements (2023 only) and other short-term liquid investments.
Note 3 Expenses
Aker Carbon Capture ASA has no employees and hence no personnel expenses. The CEO is seconded from Aker Horizons Holding AS and the Company is currently purchasing CFO services and other services from Aker Horizons Holding AS. See 8 Related parties for more information.
In 2024, NOK 1.7 million has been allocated to fees payable to the Board of Directors and members of the Nomination Committee (2023: NOK 2.5 million). For more information about remuneration to and shareholding of CEO and Board of Directors, see Remuneration report for 2024.
Other operating expenses relate mainly to listing fees as well as advisory and audit fees. See note 4 Expenses in the consolidated financial statements for information about fees paid to auditors.
Note 4 Tax
Accounting principles
Tax income or expense in the income statement comprise current tax and changes in deferred tax. Deferred tax is calculated as 22 percent of temporary differences between accounting and tax values as well as any tax losses carried forward at year-end.
Calculation of taxable profit (loss)
| Amounts in NOK million | 2024 | 2023 |
|---|---|---|
| Profit (loss) before tax | 3,037 | 17 |
| Permanent differences | (2,943) | — |
| Taxable income (loss) | 94 | 17 |
Reconciliation of effective tax rate
| Amounts in NOK million | 2024 | 2023 |
|---|---|---|
| Profit (loss) before tax | 3,037 | 17 |
| Income tax 22 percent | (668) | (4) |
| Tax effects of: | ||
| Permanent differences1 | 648 | — |
| Utilization of unrecognized losses carried forward | 7 | 4 |
| Tax benefit (expense) | (13) | — |
1) Permanent differences are related to gain from disposal of subsidiary, see note 5 Investments in group companies.
Note 5 Investments in group companies
Accounting principles
Shares in subsidiaries are measured at cost. The investments are written down to fair value when impairment is not considered to be temporary. Impairment losses are reversed if the basis for the impairment is no longer present.
| Amounts in NOK million | Reg. office | Ownership | 2024 | 2023 |
|---|---|---|---|---|
| SLB Capturi AS1 | Fornebu, Norway | 20 % | — | 1,013 |
| Aker Carbon Capture AS2 | Fornebu, Norway | 100 % | 279 | — |
| Total | 279 | 1,013 |
1) Renamed from Aker Carbon Capture Holding AS. An equity injection of NOK 381 million was made in the subsidiary before the disposal. 2) New 100 percent owned subsidiary in 2024. Renamed from Spiksmed AS in 2025.
On 14 June 2024, the Company sold 80 percent of its shares in SLB Capturi AS (former Aker Carbon Capture Holding AS), which held the operational business in Aker Carbon Capture, to a subsidiary of SLB. The parties combined their respective carbon capture businesses to support accelerated industrial decarbonization at scale. Aker Carbon Capture ASA maintains ownership of the remaining 20 percent of the shares in SLB Capturi AS. At closing, SLB paid NOK 4.1 billion in cash, and a gain of NOK 2.95 billion, net of transaction costs, was recognized in the accounts of Aker Carbon Capture ASA.
The cooperation between Aker Carbon Capture ASA and SLB as shareholders of the combined business are governed by a shareholders' agreement. As part of the shareholder agreement, the shares are subject to a three-year lock-up and certain exit mechanisms whereby Aker Carbon Capture ASA can sell its shares to SLB within a certain timeframe at fair market value within a minimum and maximum value, with a discount of up to 20 percent to be applied depending on the return of investment achieved during the lock-up period.
The 20 percent shareholding in SLB Capturi AS was transferred as contribution-in-kind to the newly acquired Aker Carbon Capture AS on 20 November 2024. In addition to the 20 percent shareholding, the transfer also included Aker Carbon Capture's contractual positions under the share purchase agreement and shareholders' agreement with SLB.
Note 6 Cash pool arrangement
Aker Carbon Capture ASA was, until the disposal of 80 percent of its shareholding in SLB Capturi AS to SLB, the owner of the cash pool arrangement with DNB. The arrangement covered most companies within the group. As of 31 December 2024, Aker Carbon Capture AS is no longer participant in any cash pool arrangement.
| Amounts in NOK thousand | 2024 | 2023 |
|---|---|---|
| Group companies' borrowing in the cash pool arrangement | — | (64) |
| Group companies' deposits in the cash pool arrangement | — | 369 |
| Aker Carbon Capture ASA's net deposits in the cash pool arrangement | — | 807 |
| Cash in the cash pool arrangement | — | 1,112 |
Any debit balance on a sub account could be set off against any credit balance. Hence, a debit balance represented a claim on Aker Carbon Capture ASA and a credit balance a borrowing from Aker Carbon Capture ASA.
Note 7 Shareholders equity
The share capital of Aker Carbon Capture ASA is divided into 604,242,218 shares with a nominal value of NOK 1.00. All issued shares are fully paid. The shares can be freely traded. See note 9 Shareholders for an overview of the company's largest shareholders.
| Amounts in NOK million | Share capital | Share premium |
Retained earnings |
Total equity |
|---|---|---|---|---|
| Equity as of 1 January 2023 | 604 | 1,212 | (16) | 1,800 |
| Profit (loss) for the period | — | — | 17 | 17 |
| Total equity as of 31 December 2023 | 604 | 1,212 | 1 | 1,818 |
| Profit (loss) for the period | — | — | 3,024 | 3,024 |
| Total equity as of 31 December 2024 | 604 | 1,212 | 3,025 | 4,842 |
See note 10 Subsequent events for information about proposed dividends announced on 13 February 2025.
Note 8 Related parties
Related party relationships are those involving control (either direct or indirect), joint control or significant influence. Related parties are in a position to enter into transactions with the company that would not be undertaken between unrelated parties. All transactions with related parties to Aker Carbon Capture ASA have been based on arm's length terms.
Transactions with related parties
Remuneration to Chief Executive Officer and Board of Directors are described in the Remuneration report for 2024.
The Company has entered into a shared service agreement with Aker Horizons Holding AS. The agreement includes services within finance and accounting, communication, legal and other support functions. Also, the CEO is seconded from Aker Horizons to Aker Carbon Capture ASA.
Further, Aker Carbon Capture ASA has a service agreement with Aker Insurance Services AS for insurance brokerage.
Note 9 Shareholders
Shareholders with more than 1 percent shareholding per 31 December 2024 are listed below.
| Number of | |||
|---|---|---|---|
| Company | Nominee | shares held | Ownership |
| Aker Horizons Holding AS | 261,438,859 | 43.27 % | |
| Morgan Stanley & Co. Int. Plc. | Nominee | 33,958,016 | 5.62 % |
| Clearstream Banking S.A. | Nominee | 26,710,466 | 4.42 % |
| State Street Bank and Trust Comp | Nominee | 31,522,139 | 5.21 % |
| Nordnet Bank AB | Nominee | 14,516,387 | 2.40 % |
| The Bank of New York Mellon | Nominee | 8,729,807 | 1.44 % |
| Nordnet Livsforsikring AS Suomen s | Nominee | 8,271,434 | 1.37 % |
| JPMorgan Chase Bank N.A. London | Nominee | 7,666,498 | 1.27 % |
| The Northern Trust Comp London Br | Nominee | 6,786,346 | 1.12 % |
Note 10 Subsequent events
On 13 February 2025, the Board of Directors of Aker Carbon Capture ASA proposed an extraordinary cash dividend of NOK 5.80 per share, in total NOK 3.5 billion. The dividend was approved on extraordinary general meeting in the Company on 7 March 2025.
Declaration by the Board of Directors and CEO
The board and Chief Executive Officer have today considered and approved the Annual and sustainability report and financial statements for the Aker Carbon Capture group and its parent company Aker Carbon Capture ASA for the year ended 31 December 2024. The board has based this declaration on reports and statements from the group's Chief Executive Officer, Chief Financial Officer and on the results of the group's activities, as well as other information that is essential to assess the group's position which has been provided to the Board of Directors.
To the best of our knowledge:
- • The financial statements for 2024 for Aker Carbon Capture group and its parent company have been prepared in accordance with all applicable accounting standards.
- • The information provided in the financial statements gives a true and fair portrayal of the group and its parent company's assets, liabilities, profit and overall financial position as of 31 December 2024.
- • The Annual and sustainability report provides a true and fair overview of the development, profit and financial position of Aker Carbon Capture group and its parent company, as well as the most significant risks and uncertainties facing the group and the parent company.
Fornebu, 27 March 2025 Board of Directors and Chief Executive Officer of Aker Carbon Capture ASA
Kristian Røkke Liv Monica Stubholt Oscar Fredrik Graff Valborg Lundegaard
Chair Director Director Chief Executive Officer
Independent Auditor's Report
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Aker Carbon Capture ASA
John Strandrudsvei 10, 1366 Lysaker, Norway
All photos in this report courtesy of: Aker Carbon Capture and SLB Capturi