Akastor — Investor Presentation 2021

Mar 2, 2021

Akastor Investor Update

Combination of MHWirth and Baker Hughes' Subsea Drilling Systems division

March 2nd, 2021

Akastor at a glance

Akastor has a track-record of divesting most companies above book value in a volatile O&G market

Note: values in NOK million

Akastor portfolio composition

Industrial investments Financial investments

100% Leading global provider of first-class drilling systems, products and services
50% Global provider of subsea well construction and intervention services
64%1) Global provider of well design and drilling project management, HSEQ, reservoir and field management services
100% Supplier of vapour recovery technology, systems and services to O&G installations

Global manpower specialist within Oil & Gas, ICT, Renewables, Chemicals, Mining, Life Sciences, Automative and Construction sectors ~ 15%2)

USD 75m preferred equity

International drilling, well service and engineering company

Company owning 5 mid-sized AHTS vessels

North Sea Drilling Contractor

2) Economic interest

3) As from October 9th, 2020

5.6%

100%3)

Sustaining competitive advantage for MHWirth

Forming a premier drilling equipment provider

Combination of MHWirth and Baker Hughes' Subsea Drilling Systems division

March 2021

Disclaimer

These materials contain only summary information and does not purport to be comprehensive or to contain all the information that you may need or desire. Any estimates and projections contained herein involve significant elements of subjective judgment and analysis, which may or may not be correct. Neither Baker Hughes Holdings LLC ("Baker Hughes") nor Akastor ASA ("Akastor") (nor any of its or their affiliates) make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this presentation, and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. Further, no representation or warranty is given as to the achievement or reasonableness of any future projections, management estimates, prospects or returns. Neither Baker Hughes nor Akastor, nor any of their respective advisers, subsidiaries, associates, affiliates or agents undertake any obligation to provide you with access to any additional information or to update or correct any inaccuracies in or omissions from these materials.

These materials contain forward-looking statements. Forward-looking statements include, among other things, statements about the potential benefits of the proposed transactions, the prospective performance and outlook of the Company's business, performance and opportunities, the ability of the parties to complete the proposed transactions, the expected timing of the proposed transactions, expected cost synergies, as well as any assumptions underlying any of the foregoing. These forward-looking statements are based on Baker Hughes' and Akastor's current expectations and beliefs, as well as a number of assumptions, estimates and projections concerning future events. These statements are subject to risks, uncertainties, changes in circumstances, assumptions and other important factors, many of which are outside the control of Baker Hughes and Akastor, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Such factors include, but are not limited to: the risk that the proposed transactions may not be completed in a timely manner or at all; the possibility that any or all of the various conditions to the consummation of the proposed transactions (including the financing) may not be satisfied or waived; the possibility of business disruptions due to transaction-related uncertainty; the Company's ability to realize the benefits expected from the proposed transactions; and the Company's ability to achieve certain synergies. You are cautioned not to put undue reliance on such forward-looking statements because actual results may vary materially from those expressed or implied.

In these materials, we make reference to Adjusted EBITDA which is a "non-GAAP financial measure" as defined under the rules of the U.S. Securities and Exchange Commission. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, analysis of results as reported under U.S. generally accepted accounting principles. Other companies in Baker Hughes' and Akastor's industry and in other industries may calculate this metric differently from the way that we do, limiting its usefulness as a comparative measure. Pro forma combined numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.

Baker Hughes, as a matter of course, does not maintain financial statements on a standalone basis or disclose financial information with respect to the Baker Hughes SDS business described herein.

Each of Baker Hughes and Akastor owns or has rights to trademarks or trade names that it uses in conjunction with the operation of its business. In addition, Baker Hughes's and Akastor's name, logo and certain logos of its affiliates and services are its service marks or trademarks. Not all third-party trademarks have been marked as such. Each trademark, trade name or service mark of any other company appearing in these materials belongs to its holder.

© 2021 Akastor and Baker Hughes

Transaction Summary

Combination creates a premier drilling solutions provider

Leading drilling solution company with integrated delivery capabilities, financial strength, and flexibility to address full range of customer priorities

Combination creates a premier drilling solutions provider

Leading drilling solution company with integrated delivery capabilities, financial strength, and flexibility to address full range of customer priorities

Note: Combined EBITDA adjusted for specific non-recurring effects and presented based on IAS 17 standard

Transaction summary

Transaction structure

Back ground	• Akastor ASA, through its wholly owned subsidiary MHWirth AS (MHWirth) has entered into an agreement with Baker Hughes Holdings LLC (Baker Hughes) for the combination of MHWirth with Baker Hughes' Subsea Drilling Systems division (SDS)
	• Combination to be completed through the establishment of a new and jointly 50/50 owned company (Company)
	• Akastor shall contribute its shares in MHWirth to the Company against 50% of the shares and USD 120 million in consideration, of which USD 100 million is payable in cash at closing
Structure	• Baker Hughes shall contribute the SDS business against 50% of the shares and USD 200 million in consideration, of which USD 120 million is payable in cash at closing
	• Company will finance the cash consideration payable to Baker Hughes and Akastor by way of a USD 220 million bank facility
	• In addition, the Company will also arrange for a USD 80 million working capital facility
Decision	• Governance and exit provision principles for the Company defined through an agreed form shareholders agreement customary for a 50/50 controlled company
making	• Company will have dual operational headquarters in Houston, TX and Kristiansand, Norway
	• Company to be led by Merrill A. "Pete" Miller
	• Transaction will require refinancing of Akastor's existing corporate credit facility
Akastor financing	• Commitment for NOK 1,250 million revolving credit facility in place, to be used to refinance existing debt and provide financial headroom until asset realizations
Closing	• Closing expected in H2 2021, subject to all regulatory approvals having been obtained and customary closing conditions

Illustration

Strategic Rationale

Combination creates a premier drilling equipment provider

1	Strengthens the Business as an integrator and global technology leader that is resilient across business cycles
2	Highly complementary portfolios of leading products of strategic importance to customers
3	Large installed base generating recurring service revenue
4	Global presence to better meet the needs of customers	SDS
5	Attractive and tangible annual run-rate cost synergies in excess of USD 10m

1 2 3 4 5

Combined business will create a leading company across all drilling segments

1 2 3 4 5

The Company's drilling technology sets a new ESG standard, increasing drilling efficiency, improving costs and reducing emissions

Leveraging digital excellence from both companies to improve production, minimize downtime and ensure reliability of customers' drilling operations

Large untapped potential in combined installed base (<10% of combined fleet has currently installed DEAL)

1 2 3 4 5

Highly complementary portfolios of leading products of strategic importance to customers

The combined company will have complementary offering across mission critical rig systems – enabler for improved system integration

Large installed base with recurring service revenue

Solid installed base with ~80% of fleet younger than 15 years¹

Combined fleet of more than 140 Offshore Drilling Units

Strong global presence to better meet the needs of customers

• Approximately 2,100 employees across 16 countries

Revenue by geography (FY19A)

Strong value creation for shareholders from synergies

	Key areas of potential synergies
	Optimization of global site networks and co-location
Cost	Sourcing and manufacturing
	Other Opex/Capex
	Cross-sales and more integrated solutions
Revenues	Broader scope of aftermarket sales through combined base

Annual run-rate cost synergies of ~USD 10-11m expected to be realized over the next 36 months

A compelling strategic combination

• ✓ Leading ability to provide and integrate the drilling products and solutions of tomorrow
• ✓ Leading provider with a well established portfolio of products and digital solutions
• ✓ Increased scope and scale will create significant benefits for customers
• ✓ Large installed base with recurrent service revenue
• ✓ Stronger position to establish partnerships
• ✓ Attractive and tangible annual run-rate cost synergies in excess of USD 10m
• ✓ Potential for revenue synergies through cross-sale, integrated solutions
• ✓ Major step to reach critical size for an IPO

Appendix

MHWirth at a glance

MHWirth at a glance

• Global provider of integrated drilling solutions and services with world class technology, leading engineering and project management capabilities
• Delivered ~25% of all offshore drilling packages for floaters between years 2000 and 2020 (86 full package offshore units)
• ~1,500 employees¹ covering five continents in 13 countries and 24 locations, HQ in Kristiansand (Norway)
• MHWirth is 100% owned by Akastor ASA, a publicly listed oil service investment company and part of the Aker Group of companies

Key offering

Baker Hughes Subsea Drilling Systems at a glance

SDS at a glance

• Headquartered in Houston, SDS is a division of the larger Oilfield Equipment segment of Baker Hughes
• SDS provides integrated drilling products and services worldwide in over 120 countries and across 7 regions
• Key product offering includes a portfolio of world-class BOP systems and controls and drilling riser equipment
• Employs c.600 employees¹ with service and manufacturing capabilities close to customers (6 regions in 11 countries and 12 locations)

Key offering

mhwirth.com bakerhughes.com