Aker Horizons — Capital/Financing Update 2022

Jun 17, 2022

Mergers with Aker Offshore Wind and Aker Clean Hydrogen Completed - New Share Capital

Mergers with Aker Offshore Wind and Aker Clean Hydrogen Completed - New Share Capital

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY IN ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION

WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange announcements by Aker Horizons ASA (the

"Company" or "Aker Horizons") today regarding the expiration of the creditor

notice period for the triangular mergers with Aker Offshore Wind AS ("Aker

Offshore Wind" or "AOW") and Aker Clean Hydrogen AS ("Aker Clean Hydrogen" or

"ACH"), whereby Aker Horizons will issue consideration shares in both mergers,

and the respective merging companies' resolution to complete the mergers.

The mergers have now been completed by registration in the Norwegian Register of

Business Enterprises ("NRBE"). The mergers contemplate that the Company's wholly

-owned subsidiaries, AH Tretten AS and AH Seksten AS, will absorb all of the

assets, rights and obligations of AOW and ACH, respectively, and that AOW and

ACH are dissolved.

As a result, Aker Horizons has resolved to issue 80,612,586 new ordinary shares

as merger consideration to the relevant eligible shareholders in AOW and ACH.

The resolution to increase the Company's share capital is based on the

authorization granted to the board by the ordinary general meeting held in the

Company on 22 April 2022.  The Company's new share capital is accordingly NOK

690,348,751, divided into 690,348,751 shares, each having a nominal value of NOK

1.00.

Advisors

DNB Markets, a part of DNB Bank ASA, and Carnegie AS are engaged as financial

advisers to the Company and Advokatfirmaet BAHR AS is acting as legal counsel to

the Company.

Contact information

Investor contact:

Christian Yggeseth, +47 915 10 000, christian.yggeseth@akerhorizons.com

Media contact:

Ivar Simensen, +47 464 02 317, ivar.simensen@akerhorizons.com

About Aker Horizons

Aker Horizons develops green industrial projects and technologies that

accelerate the net zero transition. The company holds assets across renewable

energy and carbon capture, and develops green industrial hubs that combine low

-cost renewable energy with hydrogen production and downstream applications. As

part of the Aker group and its 180-year industrial heritage, Aker Horizons

applies industrial, technological and capital markets expertise to solve

fundamental challenges to sustainable existence. Aker Horizons is listed on the

Oslo Stock Exchange and headquartered in Fornebu, Norway. Through its portfolio

companies, Aker Horizons employs over 1,200 people across 18 countries and five

continents. www.akerhorizons.com.

IMPORTANT NOTICE

This information is subject to the disclosure requirements pursuant to Section 5

-12 the Norwegian Securities Trading Act.

This announcement is issued for information purposes only and does not form a

part of any offer to sell, or a solicitation of an offer to purchase, any

securities in any jurisdiction.  Neither this announcement nor the information

contained herein is for publication, distribution or release, in whole or in

part, directly or indirectly, in or into or from the United States (including

its territories and possessions, any State of the United States and the District

of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other

jurisdiction where to do so would constitute a violation of the relevant laws of

such jurisdiction. The publication, distribution or release of this announcement

may be restricted by law in certain jurisdictions and persons into whose

possession any document or other information referred to herein should inform

themselves about and observe any such restriction. Any failure to comply with

these restrictions may constitute a violation of the securities laws of any such

jurisdiction.

The securities mentioned herein, including the consideration shares expected to

be issued as part of the Merger, have not been, and will not be, registered

under the United States Securities Act of 1933, as amended (the "US Securities

Act"). The securities may not be offered or sold in the United States except

pursuant to an exemption from the registration requirements of the US Securities

Act or in a transaction not subject to the US Securities Act.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue", "should" and

similar expressions.  By their nature, forward-looking statements involve risk

and uncertainty because they reflect the Company's current expectations and

assumptions as to future events and circumstances that may not prove accurate. A

number of material factors could cause actual results and developments to differ

materially from those expressed or implied by these forward-looking statements.

No assurance can be given that such expectations will prove to have been

correct. The information, opinions and forward-looking statements contained in

this announcement speak only as at its date and are subject to change without

notice. Neither Aker Horizons nor Aker Offshore Wind AS or Aker Clean Hydrogen

AS undertakes any obligation to review, update, confirm, or to release publicly

any revisions to any forward-looking statements to reflect events that occur or

circumstances that arise in relation to the content of this announcement or

otherwise.

DNB Markets and Carnegie are acting exclusively for Aker Horizons in connection

with the mergers and for no one else and will not be responsible to anyone other

than Aker Horizons for providing the protections afforded to its clients or for

providing advice in relation to the mergers.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities of Aker Horizons or otherwise.