ABL Group — Investor Presentation 2023

Mar 20, 2023

ABL Group acquires AGR

20th March 2023

abl-group.com

Brief summary of announcement

• ABL Group has entered into an agreement to acquire 100% of AGR
• The transaction is financed through issue of shares to sellers Akastor, as well as AGR's lending banks DNB and Nordea
• All interest bearing debt in AGR is settled as part of transaction, creating a strong financial platform for growth
• Add Energy's 'Wells' business and AGR to form new AGR branded 'vertical' in ABL Group
• The transaction is expected to close mid-April 2023
• Both groups of companies will continue to operate independently until closing

ABL Group to acquire AGR

AGR and ABL Group's pro forma combined financial profile

1. AGR financials converted to USD based on Norges Bank FX rates (yearly averages)

2. AGR revenues include some larger non-recurring items in 2021 (NOK 11m loss on shares in SpotOn WM UK) and 2022 (NOK 21m gain on shares in Føn Energy and NOK 4m in performance bonus).

3. Adjusted EBITDA and EBIT for AGR are based on mgmt. adjusted EBITDA, but we add back operational lease adjustment to be comparable to ABL Group on IFRS16. Adj. EBIT is adjusted for impairment of goodwill in 2021.

Transaction overview

• ABL Group acquires 100% of shares in AGR AS from a subsidiary of Akastor ASA at EV NOK 262.5 million
  • Settled through issuance of 18.2 million new ABL Group shares and existing cash
  • Certain minority stakes including Føn Energy Services carved out prior to transaction and retained by seller
  • AGR is acquired debt free existing debt from Akastor, Nordea and DNB settled as part of transaction
• After completion, each of Akastor, DNB and Nordea will own approximately 1/3 of the consideration shares
  • Consideration shares will represent 14.8% of outstanding shares
  • Akastor, DNB and Nordea have entered into a 12 month lock-up agreement for the consideration shares
• Completion of acquisition expected on or about 18 April 2023
  • Subject to approval of equity issue at ABL Group EGM
  • Shareholders representing 40% of shares in ABL Group ASA have committed to voting in favour

Purchase price and settlement
Enterprise value	262.5	Share consideration	272.5
Net cash and excess NWC	90.4	Cash consideration1	80.4
Purchase price1	352.9	Total settlement1	352.9

Indicative timeline
Event	Estimated date
ABL Group EGM	12 April 2023
Completion of acquisition	18 April 2023
Issuance of consideration shares (separate ISIN)	25 April 2023
Publication of listing prospectus	Late May / Early June

ABL Group – growth snapshot

• ABL Group offers independent energy and marine consultancy to the global renewables, maritime and oil and gas sectors
• Clients include insurance companies, financial institutions, owners of offshore installations and vessels, utilities, O&G companies and EPC contractors
• Global office network consisting of 62 offices in 38 countries
• 1,098 employees (incl. subcontractors)
• Listed on Oslo Stock Exchange since 2014

Overview Main market sector and revenue split²

Financials with Haakon & Marianne 31 36 55 77 ^{151 168} 6% 7% 2% 6% 6% 9% 2017 2018 2019 2020 2021 2022 Revenue Adj EBIT margin

Key Financials¹(USDm) Geographical set-up

6

(1) LOC consolidated from 1Q21, Add Energy from 3Q22

(2) Based on 2022 revenue as reported, Add Energy consolidated from 3Q22

AGR positioned for growth within the ABL Group

7

• AGR is a multi-disciplinary engineering consultancy and software provider focused on:
  • Well management
  • Specialist multi-disciplinary resource solutions provider ('consultancy')
  • Reservoir management
  • Wellsite & operations geology
  • iQx™ software suite
• Clients include E&P, chemical & energy companies, financial institutions
• 5 offices in Norway, UK, and Australia
• 370 employees (incl. subcontractors)

Key Financials (USDm)1,2 Geographical set-up

• 1. Adjusted EBITDA and EBIT for AGR are based on mgmt. adjusted EBITDA, but we add back operational lease adjustment to be comparable to ABL Group on IFRS16. Adj. EBIT is adjusted for impairment of goodwill in 2021.
• 1. AGR financials converted to USD based on Norges Bank FX rates (yearly averages)
• 1. Based on 2022 preliminary financials. Segment's share of total are based on financials gross of eliminations.
• 1. Well & Reservoir' is AGR's Wellsite & Operations Geology, Well Management and Reservoir Management offerings combined. The three 'business streams' represented reflect the different business models of each; recruitment/secondment, consultancy services and software.

Overview Main business streams and revenue & EBITDA split³

Consultancy		Well & Reservoir4		Software
81%	62%	17%	23%	2%	15%

AGR brings a world of expertise & experience

A globally recognised brand within well consultancy, scalable through ABL Group's global reach

560+ well projects delivered across 6 continents

200+

wells decommissioned

2500+

wells reviewed for pore pressure stability

9

continents

AGR's capabilities

scheduling)

Potential to grow and globalise services through ABL Group's global network

AGR acquisition facilitates accelerated organic growth in the energy transition

11 * 'power to x' is a collective term for a project that generates renewable energy and converts the electricity into carbon-neutral synthetic fuels, such as hydrogen, synthetic natural gas, liquid fuels, or chemicals. In many cases it is an alternative offtake to a grid connection, or takes surplus offtake/power.

Benefits to all stakeholders

Customers

• ✓ New capabilities and broader suit of services offered
• ✓ Increased scale and wider global footprint helps the company to efficiently meet customers' evolving needs

• ✓ Limited overlap and compelling customer benefits with comprehensive service and software product offering and wide service network

• ✓ Better career prospects at a larger, global and more diversified company more exposed to the energy transition

• ✓ Additional renewables/energy transition capabilities for us to grow
• ✓ Increased professional development and international career opportunities
• ✓ Access to larger pipeline of work and challenging projects with greater opportunity for innovation across market sectors

Employees Shareholders

• ✓ Accretive acquisition with strong industrial rationale
• ✓ Significant revenue synergies in combining AGR's unique capabilities and strong brand with ABL Group's global platform
• ✓ Improved platform for growing scalable software and digital services

A track record of successful consolidation

Through targeted acquisition and organic growth, we have built a comprehensive family of Energy and Marine consultancy companies who are renowned in their field offering services that are both complementary and interconnected. Together we are ABL Group.

ABL Group to acquire AGR