Aker Horizons — Capital/Financing Update 2022

Jun 17, 2022

Mergers with Aker Offshore Wind and Aker Clean Hydrogen to be Completed

Mergers with Aker Offshore Wind and Aker Clean Hydrogen to be Completed

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 previous stock exchange announcements by Aker Horizons

ASA (the "Company" or "Aker Horizons") regarding the contemplated mergers with

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

("Aker Clean Hydrogen" or "ACH"). The mergers will be carried out as triangular

mergers whereby AOW will merge with Aker Horizons' wholly-owned subsidiary AH

Tretten AS as the surviving entity, and ACH will merge with Aker Horizons'

wholly-owned subsidiary AH Seksten AS.  Aker Horizons will issue consideration

shares in both mergers.

The creditor notice period for the mergers has now expired, in accordance with

section 13-17 of the Norwegian Public Limited Liability Companies Act, without

any creditors objecting. All conditions for completion of the mergers are

therefore fulfilled. The boards of each of the merging companies  have therefore

resolved to complete the mergers by final registration in the Norwegian Register

of Business Enterprises after close of trading on the Oslo Stock Exchange today,

Friday 17 June 2022 (the "Effective Date") which will be the last day of trading

in the AOW and ACH shares on Euronext Growth (Oslo). Aker Horizons' board of

directors has also resolved to issue up to 80,612,586 consideration shares to

the relevant eligible shareholders in each of 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 Friday 22 April

Eligible shareholders in AOW (other than Aker Horizons) will receive 0.1304

merger consideration shares in Aker Horizons for each share owned in AOW as of

the expiry of the Effective Date, and eligible shareholders in ACH (other than

Aker Horizons) will receive 0.2381 merger consideration shares in Aker Horizons

for each share owned in ACH as of the expiry of the Effective Date, as such

shareholders appear in the respective shareholder register with Euronext

Securities Oslo (the "VPS") as at the expiry of Tuesday 21 June 2022 (the

"Record Date").

The consideration shares will be delivered to the eligible shareholders through

VPS on Wednesday 22 June 2022. Fractions of shares will not be allotted, and the

number of consideration shares delivered to each eligible AOW or ACH shareholder

will be rounded down to the nearest whole number. Excess shares, which as a

result of this round down will not be allotted, will be issued to and sold by

DNB Markets, a part of DNB Bank ASA. The sales proceeds will be given to Aker

Horizons, which will give the sales proceeds further to charity.

Advisors

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

adviser 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.