Aker Carbon Capture

M&A Activity • May 9, 2025

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

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

Aker Carbon Capture ASA (Aker Carbon Capture or ACC) and Aker ASA (Aker) today

announce an agreement whereby Aker will buy the 20 percent ownership interest in

SLB Capturi. The agreement forms part of an overall solution for ACC that will

optimize value for shareholders by ensuring a significant liquidity event.

The transaction follows a strategic review process in Aker Carbon Capture,

concluding that this transaction represents the most attractive alternative for

Aker Carbon Capture and its shareholders.

The agreement implies a transaction value for Aker Carbon Capture of NOK 3.03

per share, or NOK 1.83 billion, which represents a premium of 15% to yesterday's

closing price and 19% to the volume weighted average price during the last 30

days. Key elements include:

· Aker, through a subsidiary of Aker Capital AS (ACC HoldCo), will acquire the

20% ownership interest in SLB Capturi AS held by ACC's subsidiary Aker Carbon

Capture AS for a cash consideration of NOK 635 million.

· Aker Capital AS will offer a guarantee to cover ACC's parent company

guarantees and liabilities towards SLB as the seller in relation to the SLB

Capturi partnership. This guarantee will increase the distributable reserves in

ACC.

Following completion of the sale of the ownership interest in SLB Capturi AS,

the ACC Board of Directors will propose that shareholders approve a dividend

payment of approximately NOK 1.7 billion, equalling NOK 2.86 per share in Aker

Carbon Capture. This corresponds to approximately NOK 1.1 billion in existing

cash in ACC, and NOK 635 million in proceeds from the sale to Aker. An

extraordinary general meeting to consider these matters is expected to be called

for 15 May 2025. Subject to shareholder approval and other customary conditions,

the SLB Capturi transaction is expected to close and dividend payment completed

by end of the third quarter 2025.

After the sale of the ownership interest in SLB Capturi AS and the dividend

payment, the Board of Directors will propose to ACC's shareholders that the

company be liquidated, with any remaining cash distributed to shareholders as

liquidation dividends. An extraordinary general meeting to consider these

matters is expected to be called for within 2025.

Karl Erik Kjelstad, Chairman of Aker Carbon Capture comments:

"This transaction grants shareholders early access to capital-two years ahead of

the original timeline-through a carefully structured combination of cash

distributions and dividends, delivering meaningful value amid a period of

pronounced market volatility. Following a thorough strategic review, we are

confident that this represents the  best path to timely value realization for

our shareholders. Furthermore, we are pleased that the transaction will

reinforce strong industrial ownership in SLB Capturi, a joint venture dedicated

to accelerating industrial decarbonization."

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

"The creation of SLB Capturi has already delivered substantial value for Aker

Carbon Capture shareholders. This transaction with Aker unlocks additional value

amid ongoing market uncertainty. It also provides a clear and constructive path

forward for our continued strategic collaboration with SLB in the development of

SLB Capturi."

Considerations

The Board of Directors of ACC has reviewed the structure and financial aspects

of the transaction supported by financial and legal advisors. ACC finds the

transaction to be in the best commercial interest of the company and its

shareholders. Consequently, the Board has deemed it advisable to complete the

transactions as described above.

Please refer to ACC's website for an announcement as required pursuant to

Section 3-19 of the Norwegian Public Limited Liability Companies Act, which

regulation applies whenever a subsidiary of a public company such as ACC enters

into a qualifying material agreement with a related party.

Advisors

SEB has acted as financial adviser and Wikborg Rein Advokatfirma AS has acted as

legal counsel to Aker Carbon Capture in connection with the transaction.

Contacts

For further information, please contact:

Mats Ektvedt, Media, tel: +47 41 42 33 28, email:

mats.ektvedt@corporatecommunications.no

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation article 7 and is subject to the disclosure requirements

pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading

Act. This stock exchange announcement was published by Mats Ektvedt on 9 May

2025.