Aker

M&A Activity • May 9, 2025

Aker ASA: Announces Transactions with Aker Horizons and Aker Carbon Capture

Aker ASA: Announces Transactions with Aker Horizons and Aker Carbon Capture

Reference is made to the announcements today by Aker Horizons ASA ("AKH") and

Aker Carbon Capture ASA ("ACC") regarding respective transactions involving Aker

entities.

The independent transactions are the outcome of a comprehensive strategic review

of alternatives for a refinancing of Aker Horizons. The proposed totality will

also simplify and consolidate Aker ASA's ("Aker") ownership. Full announcements,

including transaction details, are available at www.akerhorizons.com and

www.akercarboncapture.com.

In summary, the main elements are:

1. Aker Horizons:

· Aker Horizons Holding to merge with a subsidiary of Aker ASA against a

merger consideration, whereby AKH shareholders (other than Aker Capital, an Aker

ASA subsidiary) will receive 0.001898 shares in Aker ASA and NOK 0.267963 in

cash for each share owned in AKH (subject to rounding). The exchange rate is

based on the 30-day volume-weighted average share price for each company. Aker

Horizons Holding encompasses all business activities of the Aker Horizons group,

including its shareholding in Aker Carbon Capture ASA (ACC), investment in

Mainstream Renewable Power, and the Narvik properties.

· Aker ASA will settle the consideration shares in the merger with treasury

shares or issue new shares pursuant to current board authorizations.

· AKH's NOK 2.5 billion green bond will be redeemed before the original

maturity date of August 15, 2025, using existing cash reserves, thereby reducing

cash interest costs that would have accrued until the bond's maturity.

· Bondholders in the NOK 1.6 billion convertible bond will be offered

redemption at 93% of par value. Aker Capital will remain with NOK 1.3 billion of

this debt.

· The debtor position of other loans in AKH will be moved to Aker Horizons

Holding and continued.

2. Aker Carbon Capture:

· A subsidiary of Aker Capital will acquire the 20% ownership interest in

SLB Capturi AS for a cash consideration of NOK 635 million and undertake

guarantee commitments to cover ACC's parent company guarantees and liabilities

towards SLB in relation to the partnership. These agreements will increase the

distributable reserves in ACC, ensuring a significant liquidity event for ACC

shareholders. Following completion of the sale of the ownership interest in SLB

Capturi, the ACC Board of Directors will propose that shareholders approve a

dividend payment of approximately NOK 1.7 billion.

Final approval of certain transaction matters is subject to the approval of

extraordinary general meetings in both AKH and ACC. The boards of all involved

companies believe that the mergers and transactions described in the

announcements are in the best commercial interests of the respective companies

and their shareholders and have deemed it advisable to complete the transactions

as announced.

Please also find attached a shareholder letter from Kjell Inge Røkke, Chairman

of Aker.

-ENDS-

For further information, please contact:

Svein Oskar Stoknes, Chief Financial Officer Aker ASA

Tel: +47 948 04 643

Email: svein.stoknes@akerasa.com

Atle Kigen, Head of Media Relations and Public Affairs Aker ASA

Tel: +47 907 84 878

Email: atle.kigen@akerasa.com

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation article 7 and is subject to the disclosure requirements

pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading

Act. This stock exchange announcement was published by Laila Hop, Paralegal,

Aker ASA, on May 9, 2025, at 07.00 CEST.