Aker : Annual Report 2023

2 Aker ASA annual report 2023

Contents

	1. This is Aker	3
		Industrial holdings	4
		Financial investments	5
		Key performance indicators	6
		Changes in net asset value	7
	2.	Shareholder information	9
	3.	Letter from the President & CEO	10
	4. Alternative performance measures	15
	5.	Board of Directors' report	16
	6.	Sustainability statement	28
	7. Annual accounts	49
		Aker Group	50
		Aker ASA	105
		Aker ASA and holding companies	126
	8.	Board of Directors	139
	9. Management	141
	10. Corporate Governance Report	142
	11. Appendix	147

Definitions:

• Aker ASA refers to the parent company
• Aker refers to Aker ASA and holding companies

(as specified in Note 1 to the annual accounts of Aker ASA and holding companies, page 129)

• Aker Group refers to Aker ASA and subsidiaries, as well as the Group's ownership in

associated companies and jointly controlled entities

(as specified in Note 10 to the annual accounts of Aker Group, page 68)

This is Aker

Aker ASA annual report 2023 3

This is Aker

Aker is an industrial investment company that develops robust businesses and exercises active ownership to create value for shareholders and society at large. Since the company was founded in 1841, Aker has been a driving force in the development of knowledge-based industry, with an international impact. The company combines in-depth industrial competence with capital markets expertise and financial strength. Aker is directly or indirectly the largest shareholder in nine companies listed on Euronext Oslo Stock Exchange and Euronext Expand Oslo.

Active ownership

As an active owner and investor, Aker's ambition is to build and develop robust companies with strong market positions in attractive segments and with a considerable potential for growth, profitability and cash flow generation. Alongside its active-ownership agenda, Aker also strives to create value and explore investment opportunities by combining in-depth industrial competence with capital markets expertise and financial strength. Aker invests actively along key global megatrends with significant potential for growth and profitability. This includes:

• Energy security, efficiency and transition
• Industrial digitalization
• Sustainable proteins and nutrition

Through active board-level participation, Aker supports further development and strengthening of its portfolio companies through initiatives that maximize value for the individual companies. This includes both operational and strategic improvements, and through financing, restructuring and M&A. Aker also has a strong focus on strategic partnerships and alliances to create added value. Over time, Aker has developed

1. unique ecosystem of financially sound and sector-leading partners.

In 2023, Aker's investments comprised two reporting segments:

Industrial holdings comprise Aker's long-term investments and consisted of seven companies at the end of 2023, four of which were listed on the stock exchange. Investments in this segment stood at a total of NOK 60.2 billion as of 31 December 2023, and accounted for 84 percent of Aker's gross asset value.

Financial investments comprise Aker's assets and investment that are not defined as industrial investments. This includes other listed investments, cash holdings, real estate, active asset management, interest-bearing receivables and other investments. Investments in this segment stood at NOK 11.9 billion as of 31 December 2023, and accounted for 16 percent of Aker's gross asset value.

Size

Aker is directly or indirectly the largest shareholder in 9 listed companies. In 2023, Aker and companies in which Aker is the largest shareholder had a total revenue if more than NOK 200 billion and at the end of the year had employed around 29,300 employees, including temporary employees. About 22,700 of these were employed in Norway.

Aker's net asset value totaled NOK 63.2 billion as of 31 December 2023, down from NOK 66.9 billion the year before. In addition, a dividend of NOK 2.22 billion was paid in 2023.

Since the company was reintroduced on the Oslo Stock Exchange on 8 September 2004, the Aker share has generated an average annual return of 25 percent as of 19 March 2024, including dividends paid.

Ownership

Aker ASA is listed on Euronext Oslo Stock Exchange, and the company's President & CEO is Mr. Øyvind Eriksen. Mr. Kjell Inge Røkke is Aker's main shareholder and Chairman of the board of directors. Through his company TRG Holding AS, Mr. Røkke owns 68.2 percent of Aker's shares. Through a privately owned company, CEO Øyvind Eriksen owns 100.000 B-shares in TRG Holding AS, as well as 219,072 shares in Aker ASA.

4 Aker ASA annual report 2023

This is Aker | Industrial Holdings

Industrial holdings

The value of Aker's industrial holdings totaled NOK 60.2 billion at the end of 2023. This corresponds to 84 percent of the total asset value of Aker ASA and holding companies.

Industrial investments represent Aker's long-term investments and comprised shareholdings in seven companies at the close of 2023. The four listed companies were Aker BP, Aker Solutions, Aker BioMarine and Aker Horizons (including the listed subsidiary Aker Carbon Capture). The three unlisted companies were SalMar Aker Ocean, Cognite and Aize.

In cooperation with the portfolio companies' boards and managements, Aker plays an active role in the development of the industrial portfolio. The investments are followed up by Aker's management, with support from a dedicated investment team. Aker is represented on the board of each company, and ownership is exercised primarily in the boardroom of each individual company. In addition, Aker has a competence center with industrial and strategic expertise.

As an active shareholder in companies with attractive value- and dividend potential, Akers ownership agenda is to contribute to a

positive return for all shareholders. Aker focuses on good leadership, appropriate organization, profitable operations, growth, optimal capital structure and financial initiatives through mergers and acquisitions.

The value development in 2023

The combined market value of Aker's industrial investments totaled NOK 60.2 billion at the end of 2023, compared with NOK 63.9 billion the year before.

In total, Aker received NOK 3.3 billion in dividends from these portfolio companies in 2023.

The table below presents the key figures for Aker's industrial investments in 2023 and shows their development through the year.

For more information, see page 19.

Key figures - Industrial holdings

NOK million

		31.12.2022			2023			31.12.2023
	Ownership				Net	Received	Value	Other
	in % *		Value		investments	dividend	change	changes		Value
Aker BP	21.2	40 676	-	(3 107)	1 957	-	39 525
Aker BioMarine	77.7	2 592	-	-	542	-	3 134
Aker Horizons	67.3	5 987	-	-	(3 965)	-	2 022
Aker Solutions	39.4	7 254	-	(194)	1 090	-	8 150
Aize	67.6	37	-	-	-	-	37
SalMar Aker Ocean	15.0	656	-	-	-	-	656
Cognite	50.5	6 684	-	-	-	-	6 684
Total Industrial holdings		63 885	-	(3 301)	(376)	-	60 208

* At end of 2023

This is Aker | Financial investments

Aker ASA annual report 2023 5

Financial investments

The value of Aker's financial investments totaled NOK 11.9 billion, including NOK 0.8 billion in cash, at the end of 2023. This corresponds to 16 percent of total asset value of Aker ASA and holding companies.

Financial investments comprise Aker's assets and investments that are not defined as industrial investments. This includes other listed investments, cash holdings, real estate, active asset management, interest-bearing receivables, and other investments. At the end of 2023, financial investments included shareholdings in the listed companies Akastor, AMSC, Philly Shipyard and Solstad Offshore, as well as ownership in several unlisted companies. The portfolio includes active asset management through the investment companies Industry Capital Partners (ICP) and Norron Asset Management, real estate investments through Aker Property Group, and several early-phase investments (venture capital).

Key figures - Financial investments

At the end of 2023, Aker had cash holdings of NOK 0.8 billion, while the company's liquidity reserve, including undrawn credit facilities, totaled NOK 6.3 billion.

The value development in 2023

The combined market value of Aker's financial investments totaled NOK 11.9 billion at the end of 2023, compared to NOK 12.2 billion a year before.

In total, Aker received NOK 1.1 billion in dividends from these portfolio companies in 2023.

The table below presents the key figures for Aker's financial investments in 2023 and shows their development through the year.

For more information, see page 22.

NOK million	Ownership,
31.12.2023	31.12.2023	31.12.2022
Listed financial investments		2 923	2 532
Akastor	36.7%	1 173	927
Solstad Offshore	32.9%	1 002	678
AMSC (direct investment)*	19.1%	369	598
Philly Shipyard	57.6%	379	329
Real estate (Aker Property Group)		1 313	973
Cash		774	1 290
Other financial investments		1 647	2 379
Industry Capital Partners (ICP)		425	314
Seetee		326	156
Gaia Salmon Holding		189	155
Clara Ventures		155	155
Abelee		113	217
RunwayFBU (Fund I)		113	77
Pecan Energies		-	990
Other smaller invetments		326	315
Interest bearing receivables		4 092	4 172
Aker Horizons		1 996	1 994
Aker Horizons convertible bond		1 246	1 227
Other interest-bearing receivables		851	951
Other (fixed- and other interest-free assets)		1 107	882
Total financial investments		11 856	12 229

*Aker ASA held a direct exposure equivalent to 19.07% of the shares and votes of AMSC ASA per Dec 31, 2023, and financial exposure to through two total return swap agreements equivalent to 30.83% of the share capital in the company.

6 Aker ASA annual report 2023

This is Aker | Key performance indicators

Key performance indicators

Aker's overall goal is to generate an attractive total return to shareholders. Since Aker was reintroduced on the Oslo Stock exchange on 8 September 2004, it has generated an average annual return of 25 percent, including dividends paid. By comparison, the Oslo Stock Exchange's Benchmark Index (OSEBX) has generated an average annual return of 10 percent.

Net Asset Value

Net asset value (NAV) is an important KPI for investment companies like Aker and expresses Aker's underlying financial value (gross asset value minus liabilities). NAV also provides the basis for the company's dividend policy (annual dividends of 2-4 percent of NAV). The NAV is calculated on the basis of the market value of listed assets, the most recent transaction value for non- listed assets that have been subject to material transaction with third parties, while book value is used for other assets.

Dividend

In 2023, Aker paid out a total dividend of NOK 30.00 per share, comprising an ordinary dividend of NOK 15.00 per share in the first half-year and an additional dividend of NOK 15.00 per share in the second half. In 2024, the Board has proposed an ordinary dividend payment of NOK 15.50 per share and that the annual general meeting authorizes the Board to approve payment of an additional dividend in 2024, based on the 2023 annual accounts.

Net Asset Value and share price development

NOK per share

1 000											939	900	851
800									673	718	825
									720
600						562	562				666
				462		462	544	560
400						403
244	282	323
200	165		164
0
2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
			NAV after allocated dividend			Dividend allocated (NOK per share)			Share price

Dividends paid

NOK per share, % of NAV

35
											29.0	30.0
30
							22.5	23.5	23.5
25
						18.0
20						16.0
13.0
15
			10.0	10.0
10
3.9 %	4.1 %	3.6 %	3.5 %	3.2 %	4.0 %	3.5 %	3.3 %	3.1 %	3.3 %
5
0
2014	2015	2016	2017	2018	2019	2020	2021	2022	2023
			Dividend (NOK per share)	Additional dividend (NOK per share)			% of NAV before dividend

This is Aker | Changes in net asset value

Aker ASA annual report 2023 7

Changes in net asset value

Net Asset Value (NAV) totaled NOK 63 204 million before dividend allocation at year-end 2023, compared to 66 875 million the year before. This corresponded to a NAV-per-share of NOK 851. The following tables show the exposure and composition of Aker's NAV per share.

Net asset value development - Aker ASA and holding companies

NOK million

	2023	2022
Dividends received	4 407	2 765
Operating expenses	(404)	(370)
Other financial expenses	(1 770)	(149)
Tax expense	-	-
Total	2 233	2 246
Dividend payments	(2 229)	(2 154)
Sale/(purchase) of treasury shares	3	(10)
Value changes	(3 678)	(2 994)
Change in net asset value	(3 671)	(2 912)
Net asset value before dividend allocation	63 204	66 875

1. Excluding depreciation and amortisation
2. Purchase and sale of own shares related to employee bonus share program
3. Changes in value include depreciation and amortisation, write-downs of non-current assets and net proceeds from divestments

Change in net asset value

NOK billion

	2.0	1.1	0.5	(1.1)	(4.0)
66.9					(2.2)	63.2

31.12.2022

Aker BP

Aker Solutions Aker BioMarine

Other

Aker Horizons

Dividend

31.12.2023

8 Aker ASA annual report 2023

This is Aker | Changes in net asset value

Net asset value

			As at 31.12.2023		As at 31.12.2022
			NOK	NOK		NOK	NOK
	Ownership	per share	million		per share	million
INDUSTRIAL HOLDINGS
Aker BP	21.2%		532	39 525	548	40 676
Aker Solutions	39.4%		110	8 150	98	7 254
Aize	67.6%		0	37	0	37
SalMar Aker Ocean	15.0%		9	656	9	656
Aker BioMarine	77.7%		42	3 134	35	2 592
Cognite	50.5%		90	6 684	90	6 684
Aker Horizons	67.3%		27	2 022		81	5 987
Total Industrial Holdings			810	60 208	860	63 885
FINANCIAL INVESTMENTS
Cash			10	774	17	1 290
Listed financial investments			39	2 923	34	2 532
Real estate			18	1 313	13	973
Other financial investments			92	6 846		100	7 433
Total Financial Investments			160	11 856	165	12 229
Total value-adjusted assets			970	72 064	1 025	76 114
External interest-bearing liabilities			(116)	(8 615)	(121)	(8 976)
Interest-free liabilities before allocated dividend			(3)	(246)	(4)	(263)
Total liabilities before allocated dividend			(119)	(8 861)	(124)	(9 240)
NAV before allocated dividend			851	63 204	900	66 875
Net interest-bearing debt				(3 119)			(3 224)

Debt - overview

For more information, see note 12 on page 134, and: www.akerasa.com/en/investors/treasury

Shareholder information

Aker ASA annual report 2023 9

Shareholder information

Aker's overall goal is to create value for its shareholders in the form of dividend payments and increased share value over time.

The share

Aker ASA is listed on the Euronext Oslo Stock Exchange under the ticker AKER (Bloomberg: AKER:NO). Aker ASA's shares are registered with the Norwegian Central Securities Depository (VPS) with the registration number ISIN NO 0010234552. DNB ASA is Aker's registrar. Aker ASA has a total of 74,321,862 ordinary shares, each with a par value of NOK 28 (see Note 7 in the company's annual financial statements). The company has a single share class. Each share carries one vote. As of 31 December 2023, Akers ASA's largest shareholder was Kjell Inge Røkke who, via TRG Holding AS, owns 68.18 percent of the shares. As of 31 December 2023, the company had 18,902 shareholders and held 25,225 treasury shares. The number of shares outstanding totaled 74,296,637. At the close of 2023, the company's total market capitalization stood at NOK 49.5 billion. During the year, a total of 7,581,025 Aker shares were traded. This corresponds to 10.2 percent of the company's total number of shares outstanding, or 32 percent excluding those owned by TRG Holding AS. The Aker share is included in the Oslo Stock Exchange's Benchmark Index (OSEBX).

Board authorizations

At Aker's annual general meeting (AGM) on 21 April 2023, the board was granted three different authorizations to acquire up to 7,432,186 treasury shares, with a combined total par value of NOK 208,101,208. The authorizations also encompassed the acquisition of agreement liens in shares. The per-share purchase price may not be less than NOK 4 nor exceed NOK 1,200. The board is free to decide the method for acquiring or disposing of treasury shares. The authorizations are valid until the 2024 AGM, though no longer than 30 June 2024. The three authorizations may be used for the following purposes:

• Use the company's shares as consideration in connection with acquisitions, mergers, demergers or other transactions.
• Sell and/or transfer shares to the company's employees as part of the company's employee share-purchase program.
• Use for the purpose of investment or subsequent sale or deletion of such shares.

Annual general meeting (AGM)

Aker's annual general meeting (AGM) is held in April each year. Notice thereof is published in a separate stock exchange announcement, which includes information concerning electronic voting and voting by proxy. This may be found on the company's website: www.akerasa.com

Financial calendar

An updated financial calendar may be found on the company's website: www.akerasa.com

Dividend

Aker's objective is to pay annual dividends of 2-4 percent of the company's net asset value (NAV). This dividend policy supports the company's intention of maintaining a solid balance sheet and liquidity reserves adequate to handle future obligations. In 2023, Aker paid a total dividend of NOK 30.00 per share, based on the 2022 annual accounts. In 2024, the board has proposed an ordinary dividend of NOK 15.50 per share, based on the 2023 annual accounts, and that the AGM authorize the board to approve an additional dividend in 2024, based on the 2023 annual accounts, in accordance with the previous year's practice.

NOK per share
Year paid	Annual account	Dividend	% av NAV
2024	2023	15.50+ NOK*	1.8+%*
2023	2022	30.00 NOK	3.3%
2022	2021	29.00 NOK	3.1%
2021	2020	23.50 NOK	3.3%
2020	2019	23.00 NOK	3.5%
2019	2018	22.50 NOK	4.0%
2018	2017	18.00 NOK	3.2%
2017	2016	16.00 NOK	3.5%
2016	2015	10.00 NOK	3.6%
2015	2014	10.00 NOK	4.1%
2014	2013	13.00 NOK	3.9%

*If the Board, based on its authorization, should decide to pay an additional dividend equal to the proposed ordinary dividend, the total dividend in 2024 would be NOK 31.00 per share, corresponding to a dividend yield of 4.7% to the share price and 3.6% of NAV at year-end 2023

Employee incentive program

In 2023, the company sold 8,015 shares in connection with the employee share-purchase program. As of 31 December 2023, Aker has no share option plans.

Nomination Committee and Audit Committee

The company's Nomination Committee comprises Kjell Inge Røkke (chair) and Leif-ArneLangøy. Shareholders who wish to contact the Nomination Committee may do so via the email address: [e-mail]. The company's Audit Committee comprises Frank O. Reite (chair), Kristin Krohn Devold, and Ståle K. Johansen.

10 Aker ASA annual report 2023

Letter from the President and CEO