Aker Solutions — Investor Presentation 2020

Jul 17, 2020

A New Era for an Industry in Transition

Akerkvartalet, Fornebu, Norway July 17, 2020

Agenda

Introduction

Øyvind Eriksen

President & CEO, Aker ASA Chairman, Aker Solutions

Aker Offshore Wind

Astrid Onsum CEO Aker Offshore Wind

Aker Carbon Capture

Valborg Lundegaard CEO Aker Carbon Capture

The Merger

Kjetel Digre Onboarding CEO Aker Solutions

Way Forward

Leif-Arne Langøy

Chairman, Kvaerner ASA Proposed chairman merged company

Nearly Two Centuries of Change and Industrial Pioneering

1841 Ability to continuously adapt is in our DNA 2020

Unlocking Shareholder Value in a New Era for Oil Service

New CEOs of Spin-Offs

Astrid Onsum

CEO, Aker Offshore Wind

Introduction

Øyvind Eriksen President & CEO, Aker ASA Chairman, Aker Solutions

Astrid Onsum CEO Aker Offshore Wind

Valborg Lundegaard CEO Aker Carbon Capture

Way Forward

Leif-Arne Langøy Chairman, Kvaerner ASA Proposed chairman merged company

Spin-Off | Offshore Wind Development Business

• Separate developer and operator role from role as supplier
• Draw on the offshore development expertise of the Aker sphere
• Floating design and jacket design, project execution, maintenance
• Supplier alliance with merged Aker Solutions/Kvaerner
• Significant market opportunity requiring investments and dedicated focus
• Unlocking shareholder value and

Aker Offshore Wind | Uniquely Positioned

80% of offshore wind resources in water deeper than 60 meters

Superior capacity factor offshore

Market Differentiators

• World-class deepwater capabilities
• Proven floating foundation technology
• Utilize digital platforms to drive down costs
• Leveraging Aker BP's position on the NCS

Attractive acreage, project portfolio and pipeline

	United States	South Korea	Norway	United Kingdom
Project	Redwood	KF Wind	TBC	Scotwind
Capacity	150 MW	1.5 GW	500MW /1.2GW	700 MW
Timeline	2025	2026-29	2026 / 2029	2030
Consortium	EDPR	EDPR	TBC	TBC

Spin-Off | Aker Carbon Capture

• Key enabler to meet ambitious climate goals
• Sales pipeline up from NOK 5 billion to NOK 16 billion in last 12 months
• Wide range of customers
• Unique technology
• > 50,000 hours of operational experience
• Major contracts awarded; Norcem and Twence
• Strong project execution model with Aker Solutions

Aker Carbon Capture | Pure Play Carbon Capture Company

• Market-leading position, entering commercial phase
• Strong management and technical team
• Unlocking shareholder value and creates access to growth funding
• Significant investments and dedicated focus required to accelerate development
• Admission to trading of the shares on Merkur Market during August 2020

Introduction

Øyvind Eriksen President & CEO, Aker ASA Chairman, Aker Solutions

Aker Offshore Wind

Astrid Onsum CEO Aker Offshore Wind

Aker Carbon Capture

Valborg Lundegaard CEO Aker Carbon Capture

The Merger

Kjetel Digre Onboarding CEO Aker Solutions

Way Forward

Leif-Arne Langøy Chairman, Kvaerner ASA Proposed chairman merged company

New CEO of Aker Solutions

Kjetel Digre (50)

• Appointed from August 1, 2020
• Previous roles
• SVP Operation & Asset Development, Aker BP
• SVP, Equinor
• Proven track-record of strong leadership and building great collaboration models
• Extensive experience in Field development and projects execution
• Key roles in digitalization to transform efficiency in operations and in large and complex projects

Complementary Supplier Capabilities Create Stronger Offering

Creating a leading execution partner to deliver low-carbon oil and gas and renewables projects

A leading provider of engineering, procurement and construction (EPC) services to the energy industry

A leading global provider of products, front-end, engineering, project management and services to the energy industry

Sustainable Energy Production A Supplier Accelerating the Transition to

Enable low-carbon oil and gas production, building on alliances with customers and partners

Drive differentiation and efficiency in our industries through technologies and digital solutions

Provide integrated solutions for renewable energy industries

Decarbonizing Offshore Oil and Gas

Low-Carbon Solutions Electrification Energy Optimization

Johan Sverdrup Showcasing Our Capabilities

Living Quarters Production Platform 1 Drilling Platform Riser Platform Production Platform 2

	Feasibility Optimize	FEED	Engineering	Procurement	Construction	Transportation	Hook Up	Commissioning
Field EPMA		Aker Solutions			Aker Solutions
Living Quarters			Kvaerner / KBR				Kvaerner
Production Platform 1	Aker Solutions		Aker Solutions			Other	Aker Solutions & Kvaerner
Riser Platform					Other	Other	Aker Solutions & Kvaerner
Drilling Platform			Other		Other	Other
Production Platform 2			Other			Other	Other
Jacket structures*			Kvaerner			Other	Kvaerner
SURF 1			Aker Solutions Other		Other
SURF 2			Other	Other		Other
Subsea Production System			Other			Other		Other
Riser Platform Modification	Aker Solutions & Kvaerner

Selected Ongoing Oil and Gas Projects

Johan Sverdrup RP Module

Customer: Equinor Country: Norway Supplier: Aker Solutions / Kvaerner

Customer: Equinor Country: Norway Supplier: Aker Solutions / Kvaerner

Customer: Aker BP Country: Norway Supplier: Aker Solutions / Kvaerner

Customer: Several Country: Norway, Canada, Brunei Supplier: Aker Solutions

Customer: Equinor Country: Norway Supplier: Aker Solutions

Customer: CNOOC Country: China Supplier: Aker Solutions

Transition to Renewable Energy Our Core Capabilities Are Also Needed in Emerging Industries

Complementary Capabilities Within Renewables

Digital Solutions to Reshape the Industry

A Stronger Supplier Company With an Optimized Portfolio

Solid Financial Performance and Value Creation

• Ambition to grow revenue base by approximately 10% annually towards 2025
• Stable oil and gas aftermarket business
• NOK 36 billion in backlog per Q2 2020

• Strong position for transition into renewables

• CAPEX expected to decline by 60% from 2019 to 2023

• Leverage on historical capital investments for future growth
• Partnerships for technology development
• Spin-off of capital intensive business units
• Strong CAPEX discipline

Merger to Accelerate Cost Reduction

Expected to deliver NOK 1.5 billion in pre-tax cost savings

Cost-Saving Initiatives

• Optimized internal capacity to expected activity levels
• Footprint adjustment
• Reduction of overlapping functions
• Improved efficiency through the use of digital tools and solutions
• Collaboration models with sub-suppliers and partners

Cost-Saving Initiatives NOK Billion

Improved Financial Capacity and Cash Conversion

Expected to deliver NOK 1 billion+ in annual free cash flow

Main Initiatives and Targets

• Significant deleveraging of balance sheet
• Positive credit profile impact
• Strong cash conversion

Pro-Forma Capital Structure NOK Billion

* Cash position in jointly controlled entities ** excl. dividend (dividend policy to be decided)

Introduction

Øyvind Eriksen President & CEO, Aker ASA Chairman, Aker Solutions

Aker Offshore Wind

Astrid Onsum CEO Aker Offshore Wind

Aker Carbon Capture

Valborg Lundegaard CEO Aker Carbon Capture

The Merger

Kjetel Digre Onboarding CEO Aker Solutions

Way Forward

Leif-Arne Langøy Chairman, Kvaerner ASA Proposed chairman merged company

Governance Structure

Management

Kjetel Digre CEO, Aker Solutions

Idar Eikrem CFO, Aker Solutions

New Executive Management Team

Board of Directors*

Leif-Arne Langøy Chairman

Kjell Inge Røkke Director

Eriksen

Director

Jan Arve Haugan Director

Svendsen Director

Birgit Aagaard- Lone Fønss Schrøder Director

*Proposed by nomination committee

Transaction Summary – A Merger of Equals

• Aker Solutions and Kvaerner to merge to gain size, combine capabilities and strengthen balance sheet to accelerate transition to sustainable energy production
• Exchange ratio will be based on one month volume-weighted average price (VWAP)
• The merger is subject to customary regulatory approvals

High-Level Timeline and Regulatory Process

JUL	Announcement to the Oslo Stock Exchange about the
	planned merger and transactions

Notice of EGM: Distribution of shares for Aker Offshore Wind and Aker Carbon Capture

AUG EGM: Aker Offshore Wind and Aker Carbon Capture Distribution of shares and listing of Aker Offshore Wind and Aker Carbon Capture at Merkur Market

Notice of EGM: Merger between Aker Solutions and Kvaerner

SEP EGM: Merger between Aker Solutions and Kvaerner

OCT End creditor notice period

NOV Deadline for competition authorities First day for merged Aker Solutions

Copyright and Disclaimer

Copyright

Copyright of all published material including photographs, drawings and images in this document remains vested in Aker Solutions and third party contributors as appropriate. Accordingly, neither the whole nor any part of this document shall be reproduced in any form nor used in any manner without express prior permission and applicable acknowledgements. No trademark, copyright or other notice shall be altered or removed from any reproduction.

Disclaimer

This Presentation includes and is based, inter alia, on forward-looking information and statements that are subject to risks and uncertainties that could cause actual results to differ. These statements and this Presentation are based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for Aker Solutions ASA and Aker Solutions ASA's (including subsidiaries and affiliates) lines of business. These expectations, estimates and projections are generally identifiable by statements containing words such as "expects", "believes", "estimates" or similar expressions. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for Aker Solutions' businesses, oil prices, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the Presentation. Although Aker Solutions ASA believes that its expectations and the Presentation are based upon reasonable assumptions, it can give no assurance that those expectations will be achieved or that the actual results will be as set out in the Presentation. Aker Solutions ASA is making no representation or warranty, expressed or implied, as to the accuracy, reliability or completeness of the Presentation, and neither Aker Solutions ASA nor any of its directors, officers or employees will have any liability to you or any other persons resulting from your use.

Aker Solutions consists of many legally independent entities, constituting their own separate identities. Aker Solutions is used as the common brand or trade mark for most of these entities. In this presentation we may sometimes use "Aker Solutions", "we" or "us" when we refer to Aker Solutions companies in general or where no useful purpose is served by identifying any particular Aker Solutions company.