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Aker Investor Presentation 2021

Jan 19, 2021

3526_iss_2021-01-19_81461d61-42a0-422b-adc2-55f8793a5629.pdf

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AKER HORIZONS

J A N U A R Y 2 0 2 1

Disclaimer

This presentation (the "Presentation") has been prepared by Aker Horizons AS (the "Company", and with subsidiaries the "Group") except where context otherwise requires, solely for information purposes. This Presentation, and the information contained herein, does not constitute an offer or invitation to sell, or any solicitation of any offer to subscribe for or purchase any securities of the Company and neither the issue of the materials nor anything contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity. and do not constitute or form part of any offer, invitation or recommendation to purchase, sell or subscribe for any securities in any jurisdiction.

This Presentation is furnished by the Company, and it is expressly noted that no representation, warranty, or undertaking, express or implied, is made by the Company its affiliates or representative directors, officers, employees, agents or advisers (collectively "Representatives") as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein, for any purpose whatsoever. Neither the Company nor any of its affiliates or representatives shall have any responsibility or liability whatsoever (for negligence or otherwise) for any loss whatsoever and howsoever arising from any use of this Presentation or its contents or otherwise arising in connection with this Presentation. The Presentation comprise a general summary of certain matters in connection with the Group, and do not purport to contain all of the information that any recipient may require to make an investment decision. These materials have not been approved, reviewed or registered with any public authority or stock exchange. By attending or receiving these materials, you acknowledge that you will be solely responsible for your own assessment of the Company, the Group and its market position, and that you will conduct your own analysis and be solely responsible for forming your own view of the Company and its prospects. Each recipient should seek its own independent advice in relation to any financial, legal, tax, accounting or other specialist advice

This Presentation speaks as of the date hereof. All information in this Presentation is subject to updating, revision, verification, correction, completion, amendment and may change materially and without notice. None of the Company or its affiliates or representatives undertakes any obligation to provide the recipient with access to any additional information or to update this Presentation or any information or to correct any inaccuracies in any such information. The information contained in this Presentation should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect developments that may occur after the date of this Presentation. These materials do not purport to contain a complete description of the Group or the market(s) in which the Group operates, nor do they provide an audited valuation of the Group. The analyses contained in these materials are not, and do not purport to be, appraisals of the assets, stock or business of the Group or any other person. The Company has not authorized any other person to provide any persons with any other information related to the Group and the Company will not assume any responsibility for any information other persons may provide

Matters discussed in this Presentation may constitute or include forward-looking statements. Forward-looking statements are statements that are not historical facts and may include, without limitation, any statements preceded by, followed by or including words such as "aims", "anticipates", "believes", "can have", "continues", "could", "estimates", "expects", "intends", "likely", "may", "plans", "forecasts", "projects", "should", "target" "will", "would" and words or expressions of similar meaning or the negative thereof. These forward-looking statements reflect the Company's beliefs, intentions and current expectations concerning, among other things, the Company's potential future revenues, results of operations, financial condition, liquidity, prospects, growth and strategies. Forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The forward-looking statements in this Presentation are based upon various assumptions, many of which are based, in turn, upon further assumptions that may not be accurate or technically correct, and their methodology may be forward-looking and speculative. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. None of the Company or any of its Representatives provide any assurance that the assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. Forward-looking statements are not guaranteeing of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual results of operations, financial condition and liquidity of the Company or the industry to differ materially from those results expressed or implied in this Presentation by such forward-looking statements. No representation is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved, and you are cautioned not to place any undue influence on any forward-looking statement. Furthermore, information about past performance given in these materials is given for illustrative purposes only and should not be relied upon as, and is not, an indication of future performance.

These materials are not intended for distribution to, or use by, any person in any jurisdiction where such distribution or use would be contrary to local laws or regulations, and by accepting these materials, each recipient confirms that it is able to receive them without contravention of any unfulfilled registration requirements or other legal or regulatory restrictions in the jurisdiction in which such recipients resides or conducts business. In member states of the European Economic Area ("EEA"), the materials are directed at persons, who are "qualified investors" as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129, as amended) ("Qualified Investors"), and in the United Kingdom only at (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise be lawfully communicated. The materials do not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, and the securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The materials are not for general distribution in or into the United States of America, but directed only at persons reasonably believed to be a "qualified institutional buyer", as defined in the Securities Act.

This Presentation is subject to Norwegian law, and any dispute arising in respect thereof is subject to the exclusive jurisdiction of Norwegian courts with Oslo city court (Nw: Oslo tingrett) as agreed exclusive venue.

2

P O S I T I O N I N G T H E P O R T F O L I O F O R I N V E S T I N G ALONG G L O B A L M E G A T R E N D S

C A P I T A L I Z I N G O N T H E A K E R D N A T O D R I V E S U S T A I N A B L E LONG-T E R M V A L U E C R E A T I O N

Continuous adaption and value creation is in our DNA

~25% annual return to shareholders since 2004

~6.5x increase in net asset value since 2004

NOK 2.3bn upstream dividends in 2020

180 YEARS HISTORY IN BUILDING INDUSTRIAL FRONTRUNNERS REPEATEDLY ADVANCING THE FRONTIERS IN COMPLEX BUSINESSES…

…AND NOW WE ARE DOING IT AGAIN BY INVESTING IN THE ENERGY TRANSITION

A K E R H O R I Z O N S

Building a leading planet-positive investment company

  • Aker's investment vehicle within renewable energy and green tech
  • Capitalizing on the Aker DNA to drive sustainable long-term value creation
  • Leveraging the Aker ecosystem and capabilities, including industrial software
  • Develop companies that solve fundamental challenges to sustainable existence on our planet
  • Investment thesis grounded in eight UN sustainability development goals
  • Acquiring Mainstream Renewable Power to access a world-leading renewables developer and producer, and accelerate future initiatives
  • Accelerating Aker Horizons' planet-positive ambitions
  • Platform and competencies to strengthen portfolio and scale new ventures and geographies
  • Aker Horizons platform well established with significant momentum and deal flow
  • Three platforms established with additional opportunities in the "Sunrise Portfolio"
  • Five MoUs signed with strategic partners across platforms
  • NOK 9 billion shareholder value created in first 6 months, equalling 6.5x invested capital1

A K E R H O R I Z O N S A C Q U I R E S M A I N S T R E A M R E N E W A B L E P O W E R Creating a renewable energy major

  • Agreement to acquire 75% of Mainstream Renewable Power ("Mainstream") valuing the company at EUR 900 million on a 100% basis, subject to customary adjustments
  • Earn-out payment in 2023 of up to EUR 100 million based on certain milestones
  • Existing Mainstream shareholders, led by founder and chairman Dr. Eddie O'Connor, will re-invest and retain 25% ownership
  • As part of the transaction, Aker Horizons will also acquire 50% of superconducting technology company SuperNode

▪ The acquisition is fully funded through an Aker commitment in addition to a new Aker Horizons RCF facility and an acquisition financing facility totalling EUR 510m

Financing and timing

  • In addition to the acquisition of Mainstream, Aker Horizons has ambitious investment targets and is currently in the process of preparing for a near-term private placement and listing on Euronext Growth, with a subsequent transfer of the listing to Oslo Børs within 12 months
  • The transaction is expected to close in Q2 2021
  • Conditional upon customary regulatory and local competition approvals, as well as approvals from Mainstream's creditors

Mainstream will catalyse further development of the Aker Horizons portfolio

Creating a renewable energy major

Pure-play renewable energy company with a global portfolio of development assets with strong growth trajectory

Unique and diversified technology platform across solar PV, onshore wind and offshore wind

Global organisation with in-house capabilities throughout the renewable energy value chain

Strong track-record as one of the most successful independent developers of renewables assets globally

Significant near-term value triggers from project awards and completion of projects under construction

Our ambition:

Develop Mainstream into a leading global renewable energy major, with a further 5 GW brought to financial close and IPO within the next 3 years

Source: Mainstream Renewable Power

  1. The development portfolio consists of active early to late stage development projects. Mainstream also has ~10 GW of identified opportunities which will build the development pipeline in the short to medium term

Mainstream has emerged as a leading global renewable energy developer

2008

Founded by Dr.
Eddie
O'Connor

Barclays among first
investors

Entered Chilean market
2010

Hornsea offshore wind
zone (UK, 5,400 MW)
awarded

110 MW US wind project
awarded
2013

Marubeni new shareholder

Wind plants in Ireland and
Canada (54 MW) sold to
IKEA

South Africa REIPPPP
Round 3 –
360 MW awarded
2015

Ørsted
acquires Hornsea
offshore wind zone

Awarded 299 MW in Chilean
auction

South Africa REIPPPP
Round 4 –
250 MW awarded
2017

wind project deal signed
800 MW (now 1,400 MW)

construction
Vietnam Soc Trang offshore
Chile projects (299 MW) start
2019

Condor (Chile, 574 MW)
starts construction

Partnered with Eni to
develop large-scale
renewable assets
2009

Entered South Africa
market

Neart
na
450 MW) offshore wind
awarded
2011

South Africa REIPPPP
Round 1 –
awarded
Gaoithe
(UK,
MAINSTREAM RENEWABLE POWER AS OF TODAY
2014

Consent granted for
238 MW
Neart
na
Hornsea Phase 1
2016

Gaoithe
and
(1,300 MW)
Mainstream won 27% of
Chilean electricity auction
Consortium of investors
including Rockefeller
Brothers Fund and IFC
invest in Lekela
Power
2018

Senegal project (158 MW)
starts construction

South Africa projects

EDF Group acquires 450
MW Neart
na

Exit for Barclays and
Marubeni
(250MW) start construction
Gaoithe
2020

The first 200 MW of Soc
Trang (up to 1,400 MW)
included in Vietnam's
PDP VII

Huemul (Chile, 625 MW)
starts construction

South Africa Round 4
projects reach COD (250
MW)
335
employees
13
global offices with
HQ in Dublin
4.4x
realised multiple
on invested
capital
~6.4 GW
capacity brought
to FC-ready since
inception
~11 GW
asset portfolio
~1.4 GW
net under
operation and
construction
------------------ ------------------------------------------- ----------------------------------------------------- --------------------------------------------------------------- --------------------------- -------------------------------------------------------

M A I N S T R E A M R E N E W A B L E P O W E R A truly global, diversified renewables developer

  1. The development portfolio consists of active early to late stage development projects. Mainstream also has ~10 GW of identified opportunities which will build the development pipeline in the short to medium term

Highly experienced management team with proven track record of success

30

4.4x MOIC

MANAGEMENT TEAM WITH COMBINED ~90 YEARS OF

Dr. Eddie O'Connor – Chairman

  • Founder and former CEO. Executive Chairman since 2017
  • Previously founded Airtricity which was later sold to SSEand EON for GBP 1.9 bn, and is also the founder of SuperNode

Mary Quaney – CEO

  • Appointed CEO in 2020 after serving as CFO since 2017, having joined Mainstream in 2009
  • Previously held senior level positions in PwC and Trinity Biotech

Paul Corrigan – CFO

  • Appointed CFO in 2020, previously Head of Corporate Finance since 2014, having joined Mainstream in 2008
  • Previous experience from IBI Corporate Finance and KPMG

Bart Doyle – COO

  • Appointed COO in 2018 and appointed to the Mainstream Board in 2020
  • Formerly GM in Chile and COO Onshore Development

Source: Mainstream Renewable Power

2013 Carrickeeny Ireland 2011 Shady Oaks USA

  1. Gross capacity. Includes Hornsea 1 and Hornsea 2 sold to Ørsted pre-financial close

In-house renewable project execution capabilities covering full asset lifecycle

CLASS EXECUTION GLOBAL END-TO-END TECHNICAL CAPABILITIES Existing local capabilities and functions HQ LatAm Africa APAC Offshore Market Entry / Origination ✔ ✔ ✔ ✔ ✔ Development ✔ ✔ ✔ ✔ ✔ Project Support ✔ ✔ ✔ ✔ ✔ Construction ✔ ✔ ✔ ✔ - Operations - ✔ ✔ ✔ - Corporate ✔ ✔ ✔ ✔ ✔ Full-cycle expertise in-house – a clear differentiator versus competitors who generally outsource most services to third party consultants

GLOBAL DEVELOPMENT STANDARD DRIVING BEST-IN-

  • Proprietary Global Development Standard (GDS) designed to deliver renewable energy projects to the highest international standard
  • Helps manage projects and portfolios consistently by standardising all project execution procedures
  • Accelerates process of identifying financially and technically viable projects, and directs resources and budget to the best projects
  • Encompasses 9 stages and 8 decision gates with set requirements, from origination through to operations
  • Aligned to benchmarks such as the IFC Sustainability Framework, the Equator Principles and the World Bank HSE guidelines

Placing sustainability at the heart of the business

Portfolio of world class projects to build a material future revenue base

CHILE

  • 1.7 GW gross across 13 projects in operation / construction / near term FC
  • 1.2 GW in construction with first projects reaching COD in 2021 - on budget with 20 year PPAs
  • 150 MW reaching FC in Q2 with targeted COD in 2023
  • Further 1.5 GW solar and 1.4 GW onshore wind under development

  • More than 5 GW of 100% owned projects for upcoming tender rounds

  • Significant opportunity set within bilateral PPAs with corporates and municipalities

VIETNAM

  • Partner with the Phu Cuong Group (PCG) in the up to 1.4 GW Soc Trang offshore wind project
  • Phase 1a (200 MW) recently included in the National Power Development Plan VII – FC expected in 2021
  • Agreed partnership with Advanced Information Technologies Corporation (AIT) to jointly develop the 500 MW Ben Tre offshore wind project - initial phases targeting FC in 2024

OFFSHORE WIND

  • Developed 3.5 GW offshore wind historically, including Hornsea, the largest offshore project in the world
  • Integrated team with more than 20 years of experience working together across Mainstream and Airtricity
  • Actively targeting future opportunities across Europe, USA and APAC

S U P E R N O D E Technology for a renewables powered supergrid

SUPERNODE ADDRESSES THE NEED FOR EFFICIENT TRANSMISSION REQUIRED TO SUPPORT THE RENEWABLE TRANSITION

Europe alone needs to connect 2,000 GW of renewables generation by 20501

SuperNode key market applications include offshore wind and onshore grid reinforcement

  • Established in 2018 by Mainstream and Dr. Eddie O'Connor
  • Superconductor grid identified as a key part of the solution to meet future electricity demand – by transmitting electricity without resistance
  • SuperNode has proprietary technology to develop thermal management for improved superconductor cables
  • Greater capacity, a smaller footprint and zero electrical losses
  • DNV Statement of Feasibility achieved in Nov. 2020
  • Aim to develop a prototype system by 2025
  • Aker Horizons will become a 50% owner of SuperNode

S U P E R N O D E

Significant market potential and a differentiator for future offshore wind developments

DEVELOPING SUPERCONDUCTOR CABLE TECHNOLOGY

  • SuperNode is developing superconducting cable systems for bulk power transfer
  • The technology will utilize a high-performance cryostat, minimizing thermal ingress to the system and pipe losses, and intermediary cooling and pumping stations
  • Target to deliver in excess of 2GW of bulk power transfer systems at minimal cost and power loss

  • ✓ Lower power loss

  • ✓ Lower operating expenditures
  • ✓ Lower installation costs
  • ✓ Extended distances for highcapacity power transmission

  • ✓ Many new potential superconductor applications

  • ✓ Significant positive environmental impact
  • ✓ Increased scalability of the overall connection system

MATERIAL MARKET POTENTIAL

Offshore wind power transmission

  • Smaller and more cost efficient collector stations compared to conventional HVDC alternatives
  • Connection of remote renewables to markets where demand is highest – a potential game changer for offshore wind developments

Onshore grid reinforcements

  • Significantly smaller footprint and reduced environmental impact compared to lower capacity HVDC alternatives
  • No heat leakage to surrounding soil, and zero energy losses in transmission

Outlook and mid-term company targets

DEVELOPMENT CAPACITY FINANCIAL
+ 5 GW > 2 GW USD 100-120m
GW brought to financial close1
in 2021-2023
Net GW in operation or under construction
by end 2022
Run-rate EBITDA from the Andes platform2
once in operation in 2022

A K E R H O R I Z O N S A M B I T I O N Our 2025 ambitions

Source: SSB; US Environmental Protection Agency; IEA

  1. 10 GW at load factor of 35% equivalent to ~31,000 GWh. For comparison: London total annual electricity consumption ~40,000 GWh

  2. Where 10 Mt CO2 eq. will come from CCUS and ~15 Mt CO2 eq. will come from avoidance of emissions from electricity generation,

assuming 35% capacity factor on renewable capacity and 475 g/kWh carbon intensity

A K E R H O R I Z O N S I N V E S T M E N T T H E S I S

Investment thesis grounded in eight UN sustainability development goals

If emissions continue to rise at current rates, the Arctic could be ice-free in the summer by 2040

We are losing Arctic sea ice at a rate of ~13% per decade – and it is accelerating

Source: WWF

MILLION DEATHS PER YEAR CAUSED BY…

4.2

Ambient air pollution kills four million people per year More than HIV/AIDS, tuberculosis and road injuries combined

Air pollution deaths could rise to 6-9 million per year by 2060 and cost 1% of global GDP

Ambient air polution Road

1.4

HIV/AIDS

1.4

0.7

3.4

Source: WHO; Hiv.gov; Centre for Disease Control and Prevention; OECD

Tuberculosis

S E L E C T E D S C R E E N I N G C R I T E R I A F O R F U T U R E I N V E S T M E N T O P P O R T U N I T I E S

A K E R H O R I Z O N S ' I N V E S T M E N T C R I T E R I A

Planet-positive Solving a challenge close to our SDG investments themes

Bright future Strong growth outlook and profitability potential

Path to earnings 10x earnings potential in ten years

Unique capability set Addressing the challenge in a unique way

Plays to Aker's strengths Opportunity to leverage Aker ecosystem to drive value

A K E R H O R I Z O N S ' C U R R E N T P O R T F O L I O A N D O P P O R T U N I T I E S

Three platforms with ambition to grow and expand further

  1. Aker Horizons' ownership in the respective portfolio company as at the date of this presentation (for Mainstream, at transaction closing)

  2. 24.7% ownership

  3. Aker Horizons will become a 50% owner of SuperNode as part of the Mainstream transaction"

A K E R O F F S H O R E W I N D

Leading the development of deepwater offshore wind power production

Pure play floating offshore wind developer, headquartered in Norway, focusing on assets in deep waters. The company aims to source, develop and operate offshore wind projects

Aker Offshore Wind aims to deploy cost-effective solutions based on decades of offshore experience, in close cooperation with leading global partners

> 1.5 GW portfolio of development projects and prospects in South Korea (Ulsan), the US (California), Norway and the UK (Scotland)

A K E R C A R B O N C A P T U R E

Pure play carbon capture company with unique technology to secure a better future

Pure play carbon capture company delivering ready-to-use capture plants

Best-in-class HSE friendly solvent and other patented plant technologies for better all-round plant performance

Market-leading proprietary technology with more than 50,000 operating hours

M A I N S T R E A M R E N E W A B L E P O W E R Leading renewable energy developer with a global footprint

Existing portfolio of 1.4 GW

net assets in operation and construction

Global organization with expertise and track record across the renewable asset life cycle

R E C S I L I C O N

Uniquely positioned to seize opportunities in the fast-growing battery segment

One of the world's largest producers of high-performance polysilicon to the solar energy industry with +30 years' experience

Lowest cost and lowest carbon footprint manufacturer, with best-in-class proprietary technology

Uniquely positioned to take advantage of the 'electrification of everything decade'

A K E R C L E A N H Y D R O G E N N E X T O N T H E A G E N D A

Aim to launch advanced, ongoing development of hydrogen venture during H1 2021

A K E R H O R I Z O N S V A L U E C R E A T I O N A M B I T I O N

Building a leading portfolio through incubation and acquisitions

CLEAR STRATEGY FOR VALUE MAXIMIZATION AND DISTRIBUTION

Delivering shareholder value through:

  • ✓ Access to unique deal flow and sourcing capabilities – growing and expanding the portfolio
  • ✓ Optimizing financing for growth by actively tapping into capital markets
  • ✓ Accelerating growth by leveraging Aker's ecosystem
  • ✓ Private to public value creation through IPOs, trade sales and/or dividend distributions

A K E R H O R I Z O N S T E A M Financial, industrial, operational expertise

Kristian M. Røkke CEO

Nanna Tollefsen CFO

Erik Otto Nyborg Investment Director

Frode Strømø General Counsel

Holger Dilling

Ola Beinnes Fosse Head of Treasury

Jan Ivar Nielsen Senior Advisor

Karl-Petter Løken Investment Director

Christian Yggeseth IR & Market Analysis

Valborg Lundegaard CEO Aker Carbon Capture

Ivar Simensen Communications

Corporate Development

Merete Myrmo Investment Manager

Karianne Kristiansen Human Resources

Petter Natås Group Chief Controller

Adele Unneberg Investment Associate

Astrid S. Onsum CEO Aker Offshore Wind

Portfolio company management

Mary Quaney CEO Mainstream Renewable Power

Xinxin Yang Facility Management

Idun Heier Group Chief Accountant

A K E R E C O S Y S T E M A N D C A P A B I L I T I E S

Access to broader ecosystem enabling scale in capabilities and technology

A K E R E C O S Y S T E M A N D C A P A B I L I T I E S

Leverage Aker's digital ecosystem to strengthen competitiveness across Aker Horizons

  • gas customer benefits in line of 15-18% of OPEX
  • NOK 5bn + of shareholder value created based on recent Accel investment in Cognite

  • value creation to improve competitiveness of Aker Horizons portfolio companies

  • From day 1 focus on harvesting data across Aker Horizons companies to create an unparalleled opportunity to capture strategic data driven insights across Aker Horizons

S U M M A R Y

Aker Horizons established as Aker's investment platform within renewable energy and green tech, with various funding initiatives under evaluation, including a potential IPO of Aker Horizons

Acquisition of Mainstream Renewable Power is a step change in the development of Aker Horizons adding sizeable ~11 GW asset portfolio and a highly skilled organization

Plan to accelerate the development of Mainstream Renewable Power by leveraging on the Aker ecosystem and bringing Mainstream to an IPO within three years

Clear strategy and operating model for developing companies established, with a relentless focus on maximizing and realizing values for shareholders supported by significant value creation to date

Large funnel of opportunities for potential incubation & development coupled with an active M&A agenda – the next step for Aker Horizons is to launch Aker Clean Hydrogen and to incubate a new planet-positive area

Appendix

Diversified 11 GW net portfolio with additional 10 GW opportunities, including largescale offshore wind projects

OPERATIONAL & CONSTRUCTION UNDER DEVELOPMENT
LatAm Aela JV
Andes –
Condor portfolio
Andes –
Huemul portfolio
133 MW
574 MW
630 MW
Andes –
Copihue
portfolio
Chile –
Onshore wind
Chile –
Solar PV
150 MW
1,356 MW
1,533 MW
Africa Lekela
JV –
South Africa
Lekela
JV –
Other Africa
38 MW
52 MW
South Africa –
Onshore wind
South Africa –
Solar PV
3,090 MW
2,500 MW
Asia Pacific Camarines Sur 71 MW
Offshore Vietnam –
Soc Trang
Vietnam –
Ben Tre
980 MW
250 MW
Total: 1,427 MW Total: 9,930 MW

Global footprint and track record with full set of in-house capabilities will drive growth

  • Approach New market due diligence process allows for efficient and accurate identification of viable projects
  • Market entry through greenfield projects, joint ventures or acquisitions

In house capabilities

  • ✓ New Market Entry ✓ Fatal Flaw Analysis
  • ✓ Constraints Mapping (GIS)
  • ✓ Due Diligence of Acquisitions

Market entry Development Construction & financing

  • 56 staff globally with combined experience of +775 years experience of which 430 years is directly in renewables development
  • Combination of global and local expertise and knowledge in house to deliver best in class projects on time and to plan

✓ Land Control

  • ✓ Energy Yield Analysis
  • ✓ Environmental Studies
  • ✓ Planning and Consents
  • ✓ Community Engagement
  • ✓ Grid Connection

~6.4 GW of projects developed across 8 countries, 4 continents and 3 technologies

  • 500 years of Experience in the Construction Industry providing best in market construction input and oversight to projects
  • ✓ Procurement and Contracts
  • ✓ Project Management
  • ✓ Construction Management
  • ✓ Civil Electrical Engineering

Track record Projects delivered to MRP exit / operations

+ projects under construction & developments

+ newly opened offices originating projects

Excellent construction safety record for ~1.4 GW of wind and solar assets built across 3 continents, and ~1.2 GW currently under construction

~EUR 3.0bn project finance raised

M A I N S T R E A M G L O B A L D E V E L O P M E N T S T A N D A R D

Stage-gate process

Stage Key activities In current
portfolio (net)
0 Pre-Feasibility Potential opportunities identified considering high-level constraints, e.g. resources, grid, land type
(terrain), competition.
~10 GW
1 Feasibility For greenfield sites, initial engagement with landowners; layout design. For potential
acquisitions/JVs, due diligence.
opportunities
2 Land Signing Contract signing with main land site landowners. Initial energy analysis. Preliminary technology
selection.
~5.0 GW early
3 Site Surveys Install measurement station. Engage with grid operator and access and grid line landowners.
Constructability review.
development
pipeline
4 EIS / ESIA Full suite of environmental studies (EIS/ESIA). Progress grid connection. ~4.8 GW late
5 Permit
Application
Environmental permits, grid connection agreement, consented layout. development
pipeline
6 Pre-construction Detailed engineering. Technology selection. Construction contracts. Secure project financing. ~0.2 GW pre
construction
7 Construction Construction site management. Contract and loan administration. Stakeholder management. ~1.4 GW under
construction and
8 Operations Operations. Asset management. in operation

M A I N S T R E A M R E N E W A B L E P O W E R Country overview

  • One of the fastest growing economies in South America with promising market-oriented economic policies
  • Liberal power sector which has been seen as a model for other markets in the region
  • Traditionally reliant on thermal power and hydropower. However, decommissioning of coal capacity to 2030 and strong green energy mandate will drive increasing share of renewables and gas
  • Vast renewable resource potential in solar and onshore wind
A+
19.0m
USD 282bn
100%
79 TWh
  • Africa's most advanced economy, with an engine for economic growth despite recent slowdown
  • Renewables program has successfully driven down bid tariffs
  • Energy switch is imminent, with approximately 20 GW of new renewable capacity planned by 2030, the coal power plant fleet approaching retirement and no new nuclear plants in the pipeline
  • Renewables can provide a solution to dire power needs and stabilize industrial production, as Eskom has resorted to rotating blackouts in recent months
Credit rating: BB
Population: 58.6m
GDP: USD 351bn
Electrification coverage: 91%
Power consumption: 229 TWh

(auction)

CHILE SOUTH AFRICA VIETNAM

  • The government has high ambitions for renewables targets and has established strategic plans for wind and solar. A FiT scheme also provides guaranteed opportunities for generators
  • Vietnam possesses significant resource potential for renewables due to its long coastlines, significant solar irradiance and tropical climate
  • Government support in the form of tax exemptions and reduction in environmental fees provides a favourable platform for renewables
Credit rating: BB
Population: 96.5m
GDP: USD 262bn
Electrification coverage: 100%
Power consumption: 227 TWh

FiT Scheme FiT Scheme FiT Scheme

42

M A I N S T R E A M R E N E W A B L E P O W E R A leading independent developer in Latin America

  • Active in Latin America since 2008
  • Established presence with 144 staff
  • Benefitting from extensive local competence, track record and relationships

CHILE

  • The largest independent developer in Chile
  • Successful commercial history of 4.2 TWh/year from 20 year DISCO PPAs awarded in 2015 and 20162
  • Three projects in operation (332 MW gross) through Aela portfolio (40% owned, JV with Actis)
  • 10 projects in construction (1.2 GW) and near construction (150 MW) through wholly owned Andes Renovables platform with targeted COD in 2021-2023 – combination of solar and onshore wind assets optimized for PPA delivery
  • Actively developing pipeline of 2.9 GW targeting Corporate PPAs and upcoming DISCO auctions

COLOMBIA AND OTHER LATIN AMERICA

  • Colombia representing an attractive growth market with more than 1 GW of identified opportunities across onshore wind and solar
  • Further potential to leverage track record in other Latin American countries fast growth economies with high ambitions within renewable energy

  • Distribution companies ("DISCOs") have the right but not the obligation to buy up to the contracted volume of the energy supplied by the generator. However, the DISCOs have the obligation to buy contracted energy prior to making spot market purchases and can only turn to the spot market when demand exceeds the contracted volume under existing PPAs. Any surplus energy can be sold in the spot market Source: Mainstream Renewable Power

M A I N S T R E A M R E N E W A B L E P O W E R Pan-African track record, focus on upcoming tenders in South Africa

  • Active in South Africa since 2008
  • Second biggest winner of tenders to date with 848 MW
  • Founding partner in the Lekela JV – leading African renewable portfolio with 1.0 GW capacity

SOUTH AFRICA

  • Strong local presence with 73 employees in South Africa
  • Diverse portfolio of high quality solar and wind development assets
  • More than 4.5 GW of ready to bid, 100% owned projects for upcoming tender rounds
  • Bidding in upcoming REIPPPP Round 5 in 2021, potential financial close in 2022
  • Significant opportunity set within bilateral PPAs with corporates and municipalities

LEKELA PORTFOLIO

  • The largest Pan-African IPP established in 2014
  • Mainstream has played a foundational role in the development of the portfolio
  • 5-13% retained ownership in the projects
  • Successfully brought in equity partners including IFC and Rockefeller Brothers

M A I N S T R E A M R E N E W A B L E P O W E R APAC core growth region, maturing offshore wind project towards financial close Development1

  • Core growth area for Mainstream with 33 employees across the region
  • Strong regional trends with high host country ambitions for renewable energy
  • Mainstream regional HQ in Singapore with growing teams in local offices

VIETNAM

  • Mainstream and Phu Coung Group (PCG) entered a JV agreement in 2017 to develop the 1.4 GW Soc Trang offshore wind project, which will be developed in two phases, 400 MW in phase 1 and 1,000 MW in phase 2
  • Phase 1a (200 MW) recently included in the National Power Development Plan VII FC expected in H2 2021
  • Recently agreed partnership with Advanced Information Technologies Corporation (AIT) to jointly develop the 500 MW Ben Tre offshore wind project – initial phases targeting FC in 2024

REST OF APAC (PHILIPPINES, AUSTRALIA, AND OTHER APAC)

  • Actively pursuing growth opportunities in selected geographies across the APAC region
  • Holds exclusive right to develop Camarines Sur onshore wind farm in Philippines with target FC in 2022 and further actively advancing ~350 MW onshore wind opportunities in Philippines
  • Positioning for new projects in Australia with strong market development expected in years ahead

M A I N S T R E A M R E N E W A B L E P O W E R Large pipeline and leading track record within offshore wind

  • Leading track record and experienced organization within fixed foundation offshore wind
  • High impact growth potential through large scale participation in upcoming bid rounds

EXCEPTIONAL OFFSHORE WIND TRACK RECORD

  • 3.5 GW taken to Ready to Build (RTB) in UK offshore wind historically, including Hornsea, the largest offshore project constructed to date in the world
  • Track record of significant awards and value creation in offshore licensing rounds
  • Awarded, developed and sold the Neart na Gaoithe and Hornsea developments ahead of FC
  • Integrated team with more than 20 years of joint experience across MRP and Airtricity
  • Demonstrated ability in securing, developing and delivering financeable, ready to build projects

WELL POSITIONED FOR UPCOMING AUCTION ACTIVITY

  • Developing the Soc Trang project targeting significant new projects in years ahead
  • Reviewing further opportunities in Asia and Europe
  • US Pre-qualified to tender in California, targeting to participate in additional US markets
450 MW
Neart na
Gaoithe
(Sold 2018)
5,400 MW1
Hornsea
(Sold 2015)
1,400 MW
Soc
Trang
(400 MW
Phase
1
expected
FC in 2021)
Positioned
for future
auctions and
opportunities
across
Europe, USA
and APAC
Scotland England Vietnam New markets

Financing of the Mainstream acquisition

FINANCING OVERVIEW

  • EUR 510m financing facility provided by DNB and Nordea
  • o EUR 170m three-year Revolving Credit Facility with an accordion option to upsize the facility amount to EUR 340m
  • o EUR 340m acquisition financing facility, available up to 18 months (50%) and 24 months (50%) after signing of the facility agreement
  • Aker intending to fund remaining commitment in Aker Horizons through a combination of equity, equity linked loans and shareholder loans

FINANCING PLAN

  • Intention to refinance acquisition financing facility through debt and equity
  • Aker contemplating inviting external investors into Aker Horizons, inter alia through a potential IPO

SOURCES AND USES OVERVIEW

Sources and uses EURm
Purchase price of MRP shares (100%)1 900
Equity injection at closing (100%) 110
Sum, net to Aker (75%)1 758
Aker Horizons RCF 170
Acquisition finance 340
Aker capital commitment1 248
Aker Horizons financing1 758

M A I N S T R E A M R E N E W A B L E P O W E R Consolidated financial figures

GROUP P&L AND BALANCE SHEET OF MAINSTREAM RENEWABLE POWER LIMITED

Audited financials (IFRS) Draft & Unaudited
management accounts
EURm 2017 20181 2019 2020
Revenue 18 632 71 N/A
COGS (0) (83) (1) N/A
Gross profit 18 549 70 N/A
Administration exp. (17) (31) (25) N/A
Development exp. (13) (6) (4) N/A
Operating profit/(loss) (12) 512 41 N/A
Net profit/(loss) (6) 487 19 N/A
Non-current assets 15 17 88 N/A
Inventories 135 81 215 N/A
Cash 87 364 325 446
Of which restricted 44 67 51 3002
Other current assets 7 10 18 N/A
Total assets 244 472 646 N/A
Borrowings 116 51 198 7523
Other liabilities 43 22 49 N/A
Equity 85 399 399 N/A
  1. Revenue in 2018 driven by sale of the offshore wind farm Neart na Gaoithe (NNG) to EDF Renewable.

  2. Of which (i) EUR 99m restricted cash under the TFF, bid bonds etc. and (ii) EUR 201m related to unspent

Mezzanine debt drawn and exclusively restricted for the use of Condor and Huemul capex

  1. Mainstream Renewable Power company estimate

Source: Mainstream Renewable Power

  • MRP has historically divested its projects in advance of commencing production, i.e. revenue and earnings has been realised through sale of assets
  • Going forward, MRP will transform into both a developer and producer of renewable energy, creating steady cash flow from producing projects and growth from development projects
  • Restricted cash consists primarily of prefunded debt and cash backing of LC facilities

M A I N S T R E A M R E N E W A B L E P O W E R Mainstream key project metrics

PROJECTS

Asset Portfolio Country Technology Stage Economic
interest
Capacity
(MW)
P50 Production
(GWh/y)
FC COD Remaining capex1
(USDm)
PPA tariff /
MWh
PPA volume
(GWh/y)
PPA tenor
(years)
Aurora Aela Chile Wind Operation 40% 129 351 2017 2020 - USD 79 3122 20
Sarco Aela Chile Wind Operation 40% 170 481 2017 2020 - USD 80 4562 20
Cuel Aela Chile Wind Operation 40% 33 94 2013 2014 - USD 47 802 20
Alena Andes –
Condor
Chile Wind Construction 100% 84 291 2019 2021
Rio Escondido Andes –
Condor
Chile Solar PV Construction 100% 145 452 2019 2021 USD 43 5282 20
Cerro Tigre Andes –
Condor
Chile Wind Construction 100% 185 463 2019 2021 286 USD 42 4622 20
Tchamma Andes –
Condor
Chile Wind Construction 100% 158 456 2019 2021 USD 40 4402 20
Ckani Andes –
Huemul
Chile Wind Construction 100% 109 354 2020 2022 USD 43 3742 20
Llanos del Viento Andes –
Huemul
Chile Wind Construction 100% 160 453 2020 2022
Puelche
Sur
Andes –
Huemul
Chile Wind Construction 100% 156 472 2020 2022 684 USD 39 6382 20
Pampa Tigre Andes –
Huemul
Chile Solar PV Construction 100% 100 335 2020 2022 6382
Valle Escondido Andes –
Huemul
Chile Solar PV Construction 100% 105 345 2020 2022 USD 39 20
Caman Andes –
Copihue
Chile Wind Pre-Construction 100% 149 552 2021 2023 N/A USD 44 2862,3 20
Khobab Lekela South Africa Wind Operation 5% 140 564 2015 2017 - ZAR 752 N/A 20
Loeriesfontein
2
Lekela South Africa Wind Operation 5% 140 535 2015 2017 - ZAR 766 N/A 20
Noupoort Lekela South Africa Wind Operation 5% 81 305 2015 2016 - ZAR 1,0314 N/A 20
Kangnas Lekela South Africa Wind Operation 7% 140 516 2018 2020 - ZAR 670 N/A 20
Perdekraal
East
Lekela South Africa Wind Operation 7% 110 371 2018 2020 - ZAR 759 N/A 20
Taiba N'Diaye Lekela Senegal Wind Operation 12% 158 450 2018 2021 - EUR 95 / 1295 N/A 20
West Bakr (BOO) Lekela Egypt Wind Construction 13% 252 1,219 2019 2021 22 USD 406 N/A 20
Soc Trang Ph 1A&B Soc Trang Vietnam Offshore wind Late stage development 70% 400 1,252 2021 2023 N/A N/A N/A N/A

KEY GROUP LOAN FACILITIES

Facility7,8 Size Drawn YE 2020 Recourse Maturity Economic interest
Aela
Mezzanine
USDm 50 47 Non recourse to MRP December 2022 100%
Condor PF USDm 551 481 Non recourse to MRP Construction + 18 years 100%
Huemul PF USDm 542 157 Non recourse to MRP Construction + 17.5 years 100%
Andes Mezzanine USDm 296 250 Non recourse to MRP September 2025 100%
  1. Total capex including capitalised borrowing costs remaining as of YE 2020 (for West Bakr project in Lekela platform amount of Construction Equity is Gross Lekela share)

  2. For PPAs in Chile, DISCOs have the right but not the obligation to buy up to the contracted volume of the energy supplied by the generator. However, the DISCOs have the obligation to buy

contracted energy prior to making spot market purchases and can only turn to the spot market when demand exceeds the contracted volume under existing PPAs.

  1. Additional PPA in advanced discussions.

  2. Only 27% of the Noupoort PPA tariff is subject to indexation.

  3. 95 for years 1-16, 129 for years 17-20, 100% of tariff subject to indexation in year 1-16, 0% subject to indexation in year 17-20.

  4. 78% tariff indexation.

  5. Loan facilities are USD denominated to match currency of PPAs. MRP also has a EUR 167m Trade Finance Facility (non-cash) which is fully utilized to provide Letters of Credit to support Mainstream's

equity commitments for the Condor and Huemul portfolios. In addition, there is a USD 55m cash backed facility which has provided an LC in the amount of USD 37m to support Mainstream's equity

commitments for the Huemul portfolio.

  1. Proportionate debt related to non-consolidated JV interests: Aela JV proportionate debt is USD 159m and Lekela JV proportionate debt is USD 116m. Source: Mainstream Renewable Power

Building Mainstream into a renewable energy major by pursuing tangible growth opportunities, leveraging Aker's ecosystem and bolstering the organization

Mainstream is already a sizeable global renewable energy company with a strong & tangible portfolio of attractive growth opportunities

Source: Mainstream Renewable Power; latest financial report and/or company presentation for each of the included companies 1. Including development pipeline

E U T A X O N O M Y

Aker Horizons aims to invest in activities with a high degree of alignment with the EU Taxonomy

EU Taxonomy in brief

  • The EU Taxonomy is a classification system, establishing a list of environmentally sustainable economic activities
  • The regulation is designed to enable gathering of reliable, consistent and comparable sustainability related indicators
  • Economic activities are considered environmentally sustainable if they contribute to one or more objectives shown below – while not doing significant harm to the others

Climate change mitigation

Climate change adaption

Circular economy Sustainable use of water and marine resources

Pollution prevention

Biodiversity and ecosystems

Aker Horizons alignment with key EU Taxonomy objectives

  • The EU Taxonomy entered into force in July 2020, with technical screening criteria currently being developed. First company reports and investor disclosures using the Taxonomy are due at the start of 2022, covering the financial year 2021
  • As of today, technical criteria for two of the six environmental goals have been published: Climate change mitigation and Climate change adaptation. For the four other environmental objectives, the taxonomy will be established by the end of 2021
  • Based on a preliminary analysis and current interpretation of the treatment in the Taxonomy,
  • ‒ Capture of CO2 is covered as an enabling activity in the technical screening criteria of the industrial activity to which it is applied. Carbon capture in industrial manufacturing and energy production is a sustainable activity if it enables the manufacturing/power generation activity to become more sustainable according to Taxonomy definitions
  • ‒ Wind power production qualifies as sustainable if it supports the transition to a climate-neutral economy
  • No legal precedent exists, and the EU is expected to further expand and clarify the rules moving forward