Akastor ASA (AKKVF) 2024年年度報告「OTC」.pdf

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1、ANNUAL REPORT 20242024 in briefAkastors financial position improved significantly,primarily due to the successful DRU arbitration award,which resulted in total cash proceeds of USD 176 million in 2024.NES Fircroft delivered robust growth across all key financial metrics,resulting in a full year EBIT

2、DA of USD 142 million1,12%ahead of their prior year.Total equity increased by NOK 1.9 billion,reaching NOK 5.9 billion at the end of 2024.Net capital employed1)NOK million,31 December 2024Value per share NOKNet Capital EmployedListed Holdings2OtherNIBDEquity2023:4.6bn5.0NOK BILLION2023:(675m)2023:(2

3、62m)2023:66%PAGE 2839NOK MILLION1 653NOK MILLION87PERCENT2023:26%+11PERCENT13.13.01.51.00.5(0.7)18.33.121.43 576821415271138(202)5 0208395 859Net Capital EmployedNet interest bearing itemsNet ProfitEquity ShareTotal Shareholder return1)Net Capital Employed per holding reflected at book value 2)Inclu

4、des listed investments in Odfjell Drilling,ABL Group,Maha Energy and Awilco Drilling HMH,Akastors largest asset(50%ownership),delivered a record-high EBITDA and announced its intention to pursue a U.S.listing.Net interest-bearing debt decreased from a net debt position of NOK 0.7 billion at year-end

5、 2023 to a net cash position of NOK 0.8 billion by year-end 2024.Akastor entered into agreements with Mitsui and MOL to increase its ownership in AKOFS Offshore from 50%to 66.7%on attractive terms.DDW Offshore secured new agreements with an international oil company,significantly enhancing revenue v

6、isibility of its fleet.AKOFS Offshore secured a three-year contract extension with Equinor for AKOFS Seafarer,adding approximately USD 300 million to its backlog.1)Fiscal year ending October 31st ANNUAL REPORT 2024ContentsMessage from the CEO 4Board of Directors Report 5Declaration by the Board of D

7、irectors and CEO 20Corporate Governance Statement 21Financials and Notes 33a)Akastor Group 33b)Akastor ASA 80Independent Auditors Report 92Alternative Performance Measures 94Board of Directors 96Management 98Company Information 99ANNUAL REPORT 2024 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERN

8、ANCE STATEMENT FINANCIAL STATEMENTS PAGE 4ANNUAL REPORT 2024PAGE 4Message from the CEO2024 has been a transformative year for Akastor,marked by key developments that have strengthened our financial and operational flexibility.A major milestone was securing USD 176 million in cash proceeds from the D

9、RU arbitration award,which reinforced our financial position.On the back of these proceeds,we successfully settled all corporate credit facilities,transitioning Akastor to a net cash position with solid liquidity.Our largest investment,HMH,continued to deliver strong growth throughout the year.In li

10、ne with our strategy,we initiated preparations for a U.S.listing of HMH,submitting a registration statement to the U.S.Securities and Exchange Commissionan important first step toward a potential initial public offering.We also took significant steps to optimize our portfolio.In 2024,we reached agre

11、ements with Mitsui and MOL to restructure AKOFS Offshore,transitioning to joint ownership between MOL(1/3)and Akastor(2/3).This restructuring strengthens the business case and enhances long-term growth and liquidity prospects.Additionally,Equinors exercise of its three-year contract extension for AK

12、OFS Seafarer,valued at approximately USD 300 million,will significantly contribute to AKOFS Offshores financial results from 2026 onward.Important progress was also achieved in DDW Offshore,securing either extensions or new contracts for all three vessels which increase visibility for 2025.Additiona

13、lly,the groundwork laid during the year helped pave the way for the recently announced sale of Skandi Peregrino.While the transaction is not yet closed,our intention to distribute net proceeds as dividends reaffirms our commitment to returning value to shareholders.Through all these efforts,we have

14、made substantial progress in executing our realization strategy,bringing us closer to delivering tangible value to our shareholders through future dividend distributions.As a cash-positive investment holding entity,we remain committed to disciplined asset management,seeking creative and flexible way

15、s to identify value creators and realize our positions at optimal levels.I am also pleased with the progress and results from our two industrial holdings,HMH and AKOFS Offshore,in 2024.Our close cooperation with Baker Hughes and HMHs management has positioned HMH well for a potential U.S.listing and

16、 further growth.The restructuring of AKOFS Offshore was the result of an open and constructive dialogue with our co-owners,and I fully respect Mitsuis decision to exit after nine years of collaboration.I sincerely appreciate the professional partnership we have shared.At the same time,I am pleased t

17、hat MOL shares our long-term vision for AKOFS Offshore,and I look forward to strengthening our partnership as we move forward.In an environment of global uncertainty and rapidly evolving markets,robustness is key.This means not only maintaining a strong financial foundation and ensuring the delivery

18、 of first-class services through our portfolio companies but also establishing and maintaining trust with key stakeholders.Trust is fundamental in our relationships with employees,management teams,shareholders,customers,co-owners,partners,and the societies in which we operate.Lastly,I would like to

19、express my sincere gratitude to the employee-elected members of our Board who are stepping down after many years of valued service.Their dedication,insights,and contributions have been invaluable,and we deeply appreciate their commitment to Akastor.Karl Erik Kjelstad,CEOANNUAL REPORT 2024PAGE 5 CONT

20、ENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS ANNUAL REPORT 2024PAGE 5Akastor is an investment company based in Norway with a portfolio of companies operating primarily within the oilfield services sector,with a flexible mandate for active ownership and long-term

21、 value creation.Akastor aims to maximize value through strategic initiatives,with the key objective of returning capital to shareholders following asset divestments.Board of Directors ReportANNUAL REPORT 2024PAGE 6 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENT

22、S PAGE 6ANNUAL REPORT 2024Key Events 2024During 2024,Akastor made significant progress in executing its strategic initiatives,focusing on optimizing its portfolio and enhancing shareholder value.Highlights of the year include:DRU arbitration award:In April 2024,Akastor received the arbitration award

23、 regarding the DRU contracts,resulting in total cash proceeds of USD 176 million and a total recognized income of NOK 1 347 million,comprising NOK 630 million in other income and NOK 717 million in financial income.The award strengthened Akastors financial position and transitioned the company to a

24、net cash position.HMHs pursuit of U.S.listing:HMH,the 50/50 joint venture between Akastor and Baker Hughes,announced its intention to pursue a U.S.listing.An initial draft registration statement was submitted to the U.S.Securities and Exchange Commission,marking the first step toward a potential ini

25、tial public offering(IPO),with timing being subject to market conditions.New Chairman of HMH:HMH appointed Dan Rabun as Chairman of the Board of Directors,effective October 21,2024.Mr.Rabuns extensive industry experience is expected to support HMH in its future growth initiatives.Increased exposure

26、towards AKOFS Offshore:Akastor announced an agreement to increase its ownership in AKOFS Offshore through a buy-out of Mitsuis ownership interests.The transaction closed in the first quarter of 2025,and increased Akastors equity holding in AKOFS Offshore from 50 to 66.7 percent.This strategic move u

27、nderscores Akastors confidence in the subsea well intervention and installation market in general and in AKOFS Offshore specifically.Contract extension for AKOFS Seafarer:Equinor exercised an option to extend the contract for AKOFS Seafarer for an additional period of three years,adding a backlog of

28、 approximately USD 300 million and ensuring continued utilization of the vessel for subsea well intervention services.This extension underscores the strong operational performance of AKOFS Offshore for a key client and secures increased financial predictability.Backlog improvement for DDW Offshore:A

29、kastors subsidiary,DDW Offshore,secured multiple contracts,including both contract extensions and new agreements,enhancing the companys revenue visibility and operational stability.Odfjell Drilling warrants settlement:In May 2024,Akastor received 3,023,886 shares in Odfjell Drilling Ltd.,pursuant to

30、 a warrant agreement established in 2018.Fn Energy Services and C-Ventus joining forces:Fn Energy Services,Akastors joint venture with IKM,announced a merger with C-Ventus,combining expertise in offshore wind project management and operations.This transaction strengthens Fn Energy Services market pr

31、esence in the growing offshore wind sector.Akastors total net capital employed per end of 2024 was NOK 5.0 billion,increased by approximately NOK 0.4 billion compared to year end of 2023.Net interest-bearing debt for Akastor decreased from a net debt position of NOK 0.7 billion per year end 2023 to

32、a net cash position of NOK 0.8 billion per 2024.Total equity of Akastor was NOK 5.9 billion per year end 2024,up from NOK 4.0 billion per year end 2023.ANNUAL REPORT 2024PAGE 7 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS NES Fircroft,a technical and enginee

33、ring staffing company.Economic interestc.15%Ownership interest50%HMH,a global provider of drilling solutions,engineering,projects,equipment and services.Ownership interest100%DDW Offshore,owns and operates three offshore vessels.Ownership interest4.7%ABL Group,offers independent energy and marine co

34、nsultancy to the global renewables,maritime and oil and gas sectors.Ownership interest1.7%Maha Energy,an interna-tional upstream oil and gas company within explora-tion,development and production of oil and gas.Ownership interest36%Fn Energy Services,an independent service provider to the offshore a

35、nd onshore wind industry and traditional energy sectors.Ownership interest6.8%Awilco Drilling,a legacy drilling contractor.Ownership interest1.3%Odfjell Drilling,owns and operates mobile harsh environment drilling rig units.Company OverviewAkastor is an investment company with a flexible mandate for

36、 value creation,holding a portfolio of companies primarily within the oilfield services sector.As per end of 2024,the portfolio includes two holdings classified as industrial investments,HMH and AKOFS Offshore.Akastor actively engages with these companies through their Boards of Directors,where the

37、Akastor investment team is represented.Both HMH and AKOFS Offshore are joint ventures and accounted for using the equity method.Akastor also holds interest bearing positions towards HMH and AKOFS Offshore.In addition to its industrial investments,Akastor holds several financial investments.These rep

38、resent holdings with a shorter investment horizon or where Akastor has limited influence due to smaller ownership stakes.The Akastor corporate organization is based at Fornebu,just outside of Oslo in Norway,with a team of 10 employees,working closely with the boards and management of its portfolio c

39、ompanies.Aker Holding AS,wholly owned by Aker ASA,is the largest shareholder of Akastor ASA with a shareholding of 36.7 percent.The shares of Akastor ASA are traded on the Oslo Stock Exchange under the ticker AKAST.InvestmentsPAGE 7AKOFS Offshore,a subsea well installation and intervention services

40、provider.Ownership interest1)50%1)Ownership interest per year end 2024 was 50 percent,which was increased to 66.7 percent in the first quarter of 2025(see Subsequent Events).FinancialIndustrialANNUAL REPORT 2024PAGE 8 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEM

41、ENTS StrategyAkastors strategy remains consistent,focusing on creating long-term value for shareholders through active ownership and an independent,flexible investment approach.operational activities,business development,acquisitions,and divestments,targeting to maximize value creation.Akastor also

42、engages with co-owners through Boards and governing structures,fostering strong cooperation and governance.For financial investments,where Akastor typically holds minority stakes,involvement is more limited but includes engagement through Boards or direct collaboration with management to influence d

43、evelopment.Akastor emphasizes a deep understanding of each portfolio companys market dynamics and challenges to evaluate current valuation against future potential.Akastor aims to maximize value through strategic,operational,and financial initiatives,including reinvestments in portfolio companies to

44、 strengthen them for future exits.The ultimate objective is to return capital to shareholders following asset divestments while maintaining a sound capital structure.Akastors strategy remains consistent,focusing on creating long-term value for shareholders through active ownership and an independent

45、,flexible investment approach.The ultimate objective is to return capital to shareholders following asset divestments while maintaining a sound capital structure.Each portfolio company operates as a decentralized,self-sufficient entity with its own management team and Board of Directors.For its indu

46、strial investments,Akastor collaborates closely with these teams to guide ANNUAL REPORT 2024PAGE 9 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS OutlookThroughout 2024,Akastor significantly improved its financial standing,increasing its flexibility and making

47、 strides toward its goal of distributing proceeds to shareholders.Akastors portfolio companies remain primarily focused on the oilfield services industry,which closely follows developments in the oil and gas market.While global oil demand continues to grow,the rate of increase is projected to decele

48、rate into 2025.Concurrently,global exploration and production(E&P)spending is expected to remain steady or experience a slight moderation.Despite a more cautious approach to capital expenditures among E&P companies,Akastors portfolio companies may still benefit from sustained offshore upstream inves

49、tments.Through its holding in HMH,Akastor has significant exposure to the drilling sector.In 2024,the offshore drilling market became more challenging as cautious oil companies deferred tenders into 2025 and 2026,leading to longer gaps between contracts and delayed reactivations.While floater day ra

50、tes have remained relatively resilient,lowered floater demand visibility is adding uncertainty for 2025.These dynamics may,in the short to medium term,influence companies within the sector through reduced growth rates and constraints on executing value-enhancing transactions.However,despite concerns

51、 regarding the delay of larger drilling opportunities,the total number of longer-term prospects remains solid,supporting continued growth potential.Geopolitical tensions,including ongoing conflicts in Ukraine and the Middle East,combined with persistent global inflation and elevated interest rates,c

52、ontribute to uncertainty in global markets.Additionally,the potential introduction of increased import tariffs and other trade barriers may create further challenges for industrial activity and supply chains.These factors could impact energy prices,transaction dynamics,and overall business condition

53、s,posing risks to Akastor and its portfolio.Despite macroeconomic and geopolitical uncertainties,Akastor remains cautiously optimistic about sustaining activity levels across its portfolio.Akastor remains focused on executing targeted transactions,however recognizing that favorable market conditions

54、 will be essential for success.ANNUAL REPORT 2024PAGE 10 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS ANNUAL REPORT 2024PAGE 10The Akastor Portfolio HMHHMH was established in October 2021 following the merger between MHWirth(previously 100 percent owned by A

55、kastor)and Baker Hughes Subsea Drilling Systems(SDS)business.Akastor owns 50 percent of the shares in HMH,with the remaining shares owned by Baker Hughes.HMH is classified as a joint venture and accounted for using the equity method in the consolidated financial statements.Key Figures1)Amounts in US

56、D million20242023Revenue 843 786 EBITDA(adj)2)168132EBITDA 162 120 Order intake 793 826 Equipment backlog 3)205237NIBD(incl.shareholder loans)289 271 1.The figures are presented on 100%basis 2.EBITDA(adj)excludes non-recurring expenses or costs defined as outside of normal company operations3.Equipm

57、ent backlog defined as order backlog within Projects,Products and OtherHMH is a global provider of drilling solutions,engineering,projects,equipment and services.HMH has a track record of product and service delivery in more than 120 countries worldwide.At year-end 2024,the company had approximately

58、 2 300 employees inclusive contractors.In 2024,HMH refined its product line definitions to align with S-1 filings,ensuring clear segment reporting.Historical figures referenced below have been adjusted accordingly.The three product lines are:Aftermarket Services covers services for installed drillin

59、g equipment,including integrated digital solutions.Spares comprises replacement parts for installed equipment.Projects,Products&Other encompasses drilling equipment packages for new or reactivated rigs,standalone drilling products,and equipment for mining and other industries.Revenue for 2024 totall

60、ed USD 843 million,a 7 percent increase from USD 786 million in 2023.This growth was driven by higher activity across all segments,with the strongest contribution from Projects,Products,and Other.Adjusted EBITDA,excluding non-recurring items defined as outside of normal company operations,increased

61、from USD 132 million in 2023 to USD 168 million in 2024.The adjusted EBITDA margin improved to 20.0 percent,up from 16.8 percent in 2023,primarily ANNUAL REPORT 2024PAGE 11due to higher gross margins within Projects,Products,and Other,as certain legacy projects were phased out.Revenues from Projects

62、,Products and Other increased with around 22 percent to USD 229 million in 2024,driven by higher revenues from sale of single equipment.Full-year revenues from Aftermarket Services totalled USD 366 million in 2024,up from USD 329 million in 2023,driven by an increase in contract service agreements a

63、nd higher digital technology volumes.Revenues from Spares declined by approximately 7 percent from USD 268 million in 2023 to USD 248 million in 2024,due to lower volume attributed to flat rig activity and restrained customer spending.Total order intake for HMH was USD 793 million in 2024,down from

64、USD 826 million in 2023,primarily driven by lower intake within Aftermarket Services and Spares as rig activity flattened.Order intake within Projects,Products and Other increased by 6 percent in 2024 compared to last year.The increased focus on energy security and higher global E&P capex in recent

65、years have boosted offshore drilling activity,driving up utilization rates,dayrates,and HMHs aftermarket services revenue due to more rigs with HMH equipment in operation.However,in 2024,market conditions became more challenging as oil companies deferred tenders,leading to contract gaps and delayed

66、reactivations,which impacted HMH and may continue to do so into 2025.Despite these short-term challenges,the long-term market outlook remains positive,with growth expected to continue.The rig newbuilding market continues to be muted and is expected to remain so in the near future.In June 2024,HMH an

67、nounced that it had submitted a draft registration statement with the U.S.Securities and Exchange Commission(“SEC”)relating to a proposed initial public offering.This filing represents the first step of a possible US listing of HMH.The size and price range for the proposed offering have not yet been

68、 determined.The initial public offering is subject to market and other conditions.In July,HMH announced the acquisition of Drillform Technical Services Ltd(“Drillform”),a company holding patents and intellectual property related to equipment used in the handling of drill pipe during drilling operati

69、ons.The company has a significant installed base of automated floor wrenches and catwalks,and the transaction marked an important step in HMHs growth strategy,expanding onshore capabilities and improving drilling safety and performance.In October,Mr.Daniel“Dan”W.Rabun was appointed Chairman of the B

70、oard of Directors of HMH.Mr.Rabun is a seasoned executive with extensive leadership experience across multiple industries which will be valuable to guide HMH through its potential public listing and future growth.In 2025,HMH will continue to focus on growth through organic initiatives as well as M&A

71、.HMH will continuously assess a potential U.S.initial public offering,which is a key target for Akastor in order to make its investment in HMH liquid and enable a potential realization.CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS ANNUAL REPORT 2024PAGE 12AKO

72、FS OffshoreAKOFS Offshore is a provider of vessel-based subsea well installation and intervention services to the oil and gas industry.The company operates three specialized offshore vessels,AKOFS Santos,Aker Wayfarer and AKOFS Seafarer,and employed 360 people as per the end of 2024.Per year end 202

73、4,Akastor owned 50 percent of the shares in AKOFS Offshore,with the remaining shares owned by Mitsui&Co and Mitsui O.S.K.Lines,each with 25 percent.Akastors holding was increased to 66.7 percent in the first quarter of 2025(see Subsequent Events).AKOFS Offshore remains classified as a joint venture

74、and accounted for using the equity method in the consolidated financial statements.The companys revenue was USD 139 million in 2024,around 7 percent higher than the previous year,driven by higher utilization for the fleet.EBITDA increased from USD 33 million in 2023 to USD 39 million in 2024.Through

75、 2024,both AKOFS Santos and Aker Wayfarer continued to operate on its contracts with Petrobras in Brazil for subsea equipment installation work after both vessels commenced new contracts in 2023.Total revenue utilization for Aker Wayfarer ended the year at 96 percent,while AKOFS Santos reported 78 p

76、ercent.The utilization on AKOFS Santos was affected by certain operational challenges,especially affecting operations in the first half of the year.Utilization in the latter half was 89 percent,and as such showed clear signs of improvement.AKOFS Seafarer continued to operate on its five-year contrac

77、t with Equinor for Light Well Intervention services in the North Sea.Through 2024,she continued to deliver solid operational performance and recorded a technical uptime of around 94 percent in the year.Adjusted for periods on yard and waiting on weather,total revenue Key Figures1)Amounts in USD mill

78、ion20242023Revenue and other income139130EBITDA3933EBIT(2)(7)CAPEX and R&D capitalization612NCOA1016Net capital employed271334Order intake296-Order backlog5063631.The figures are presented at 100 percent basis.CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS ANN

79、UAL REPORT 2024PAGE 13utilization ended at around 91 percent.As last year,utilization was affected specifically by a period of mobilization of coiled tubing equipment to prepare the vessel for coiled tubing operations during the summer season as well as a period of demobilization of the same equipme

80、nt.In December 2024,Equinor exercised its option to extend the contract for AKOFS Seafarer for an additional period of three years,adding a backlog of approximately USD 300 million.This extension ensures continued utilization of the vessel in subsea well intervention services,and improves financial

81、results.The option period is estimated to commence in late Q4 2025,after the vessel has completed its customary Special Periodic Survey(SPS)and in direct continuation of the current contract period.AKOFS Offshore was for a period affected by relatively low investment levels among oil companies which

82、 resulted in limited prospects available for the company which again has had a concrete effect on current contract terms for the various vessels.AKOFS Offshores earnings are currently affected by the historic day rates on the various contracts.Based on current market conditions,both AKOFS Offshore a

83、nd Akastor believe that there is potential to increase revenues and earnings through improved contract terms after expiry of the current backlog,demonstrated most concretely by the AKOFS Seafarer option period which will increase earnings in the company.In 2025 and forward,AKOFS Offshore will contin

84、ue to focus on delivering high uptime on its existing contracts.The company will assess future opportunities for AKOFS Santos which is under contract with its client to Q2 2026.AKOFS Offshore is also continuously evaluating opportunities to grow through further leveraging its competencies within sub

85、sea well construction and intervention services.CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS PAGE 14 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS ANNUAL REPORT 2024PAGE 14DDW OffshoreDDW Offshore owns three mid-sized

86、 Anchor Handling Tug Supply(AHTS)vessels,Skandi Peregrino,Skandi Atlantic and Skandi Emerald.Akastor holds 100 percent of the shares in the company.DDW Offshore delivered total revenues of NOK 278 million in 2024,compared to NOK 231 million in 2023.EBITDA in 2024 ended at NOK 91 million,up from 84 m

87、illion in 2023,driven by increased charter rates and higher average utilization of the fleet.In 2024,Skandi Emerald operated in Australia for most of the year,achieving a total revenue utilization rate of 81 percent.The vessel concluded the year under contract with Petrofac in Australia,following an

88、 extension secured earlier in 2024,with the contract now set to expire in July 2025.Skandi Atlantic completed its five-year Special Periodic Survey(SPS)in April before starting a contract with Chevron,which lasted until November.Subsequently,the vessel undertook shorter contracts in Australia before

89、 commencing a new one-year contract in January 2025 with an international oil company.This contract,secured in 2024,includes a 24-month priced option structure.Total utilization for the year ended at 79 percent,reflecting the impact of its SPS.Skandi Peregrino was in 2024 reactivated and completed i

90、ts Special Periodic Survey in the spring,after several years in lay-up in Norway.From July,the vessel operated in the UK spot market out of Aberdeen,achieving a total utilization rate of 25 percent for 2024,influenced then by its reactivation period.As with Skandi Atlantic,DDW Offshore secured a new

91、 one-year fixed contract for Skandi Peregrino in Australia,also featuring a 24-month priced option structure,which is expected to commence in March 2025.In March 2025,DDW Offshore entered into a binding agreement to sell Skandi Peregrino for USD 25 million.The transaction is expected to be completed

92、 in Q2 2025,subject to charterers consent.Looking ahead,DDW Offshore will focus on maximizing the utilization of its remaining vessels.At the end of 2024,the total contract backlog for the fleet,including Skandi Peregrino,stood at approximately USD 38 million,providing operational and financial visi

93、bility,with around 80 percent revenue coverage for 2025.Akastor remains flexible regarding its investment in DDW Offshore and will continue evaluating further asset sales versus operational cash flow from holding the investment.Key FiguresAmounts in NOK million20242023Revenue and other income278231E

94、BITDA9184EBIT6867NCOA2532Net capital employed415263ANNUAL REPORT 2024 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS PAGE 15Other HoldingsOther Holdings per end of 2024 include around 15 percent economic interest of NES Fircroft,1.3 percent shareholding in Odf

95、jell Drilling,4.7 percent shareholding in ABL Group,36 percent shareholding in Fn Energy Services,1.7 percent shareholding in Maha Energy and 6.8 percent shareholding in Awilco Drilling.In addition,Other Holdings through 2024 also included the financial interest in four drilling equipment contracts

96、with Jurong Shipyard(the DRU contracts),as well as corporate functions and certain office lease commitments.During 2024,the DRU contracts was finally settled and concluded through the arbitration process.Total EBITDA for Other Holdings for the year was positive NOK 558 million,driven by the arbitrat

97、ion Key FiguresAmounts in NOK million20242023Revenue and other income64451EBITDA558(87)EBIT553(98)NCOA(109)236Net capital employed891960Group Financial Performance Akastor presents its consolidated financial statements in accordance with the International Financial Reporting Standards(IFRS)as adopte

98、d by the European Union.All amounts below refer to the consolidated financial statements for the group,unless otherwise stated.Please note that consolidated revenue and operating profit in Akastor only include financial performance of subsidiaries,which represents a minor part of Akastors total net

99、capital employed in the portfolio companies.Income Statement Revenue and other income for 2024 was NOK 922 million,compared to NOK 282 million in 2023.The Revenue and other income in 2024 were positively affected by other income of NOK 630 million related to DRU arbitration award received.Operating

100、profit before interest,tax,depreciation and amortization(EBITDA)was positive NOK 648 million,compared to negative NOK 2million in 2023.Depreciation and impairment were NOK 27 million in 2024,compared to NOK 28 million in the previous year.Net financial income was NOK 1 006 million in 2024,which incl

101、uded interest compensation of NOK 717 million related to the DRU arbitration award.The net financial income was NOK 10 million in the previous year.In addition,finance income and costs include interest income and expenses from receivables and borrowings,fair value changes in financial assets measure

102、d award related to the DRU contracts which was received and accounted for in the first half of the year.Net capital employed decreased from NOK 960 million per year end 2023 to NOK 891 million per December 2024,driven by the transfer of the value related to the DRU contract to cash,partly mitigated

103、by increasing value related to NES Fircroft and Odfjell Drilling.ANNUAL REPORT 2024PAGE 16 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS at fair value and net foreign exchange gain.Akastors share of net loss from the equity-accounted investments is NOK 1 mill

104、ion,compared to net loss of NOK 363 million in 2023,mainly related to net profit in HMH,offset by net loss in AKOFS Offshore.Net profit from continuing operations was NOK 1 623 million,compared to net loss of NOK 384 million in 2023.Net profit from discontinued operations was NOK 30 million compared

105、 to NOK 122 million in 2023,mainly related to re-assessment of deferred consideration on divestments from prior years.The group had net profit of NOK 1 653 million for the year,compared to net loss of NOK 262 million in 2023.Financial PositionTotal assets of Akastor amounted to NOK 6.7 billion as of

106、 December 31,2024,compared with NOK 6.0 billion at year-end 2023.As of December 31,2024,Akastor had a net cash position(excluding lease liabilities)of NOK 49 million,while net interest-bearing items were positive NOK 839 million.Net interest-bearing items decreased by NOK 1 514 million over the year

107、.This reduction was due to the cash proceeds received from the arbitration award related to the DRU contracts,which facilitated full repayment of corporate loan facilities.Total equity amounted to NOK 5.9 billion at year-end 2024.The equity ratio was 87 percent as of December 31,2024,compared to 66

108、percent as of December 31,2023.Cash Flow As of December 31,2024,Akastor had cash of NOK 47 million,compared to NOK 144 million as of December 31,2023.The net cash flow from operating activities was positive NOK 1 779 million in 2024,compared to negative NOK 296 million in the previous year.The net c

109、ash flow from operating activities in 2024 was positively affected by the total cash proceeds of USD 176 million as a result of the DRU arbitration award.Net cash flow from investing activities was negative NOK 761 million,compared to positive NOK 236 million in 2023.The cash flow from investing act

110、ivities included net investment in liquidity fund of NOK 366 million,which is highly liquid and convertible to cash on short notice.Net cash flow from financing activities amounted to negative NOK 1 132 million which included net repayment of borrowings of NOK 1 101 million,compared to positive NOK

111、85 million in 2023.In 2024,Akastor repaid its corporate loan facilities upon receiving proceeds related to the DRU award and had no outstanding draw on these facilities by the end of the year.Subsequent EventsIn the first quarter of 2025,Akastor and Mitsui O.S.K.Lines,Ltd.(MOL)completed the acquisit

112、ion of Mitsui&Co.,Ltd.s(Mitsui)entire interest in AKOFS Offshore,including both equity and shareholder loans.As a result,Akastor increased its ownership stake in AKOFS Offshore from 50%to 66.7%,while MOL now holds the remaining 33.3%.AKOFS Offshore remains classified as a joint venture and will cont

113、inue to be accounted for using the equity method in Akastors consolidated financial statements.In March 2025,DDW Offshore,a subsidiary of Akastor ASA,entered into a binding agreement to sell Skandi Peregrino for USD 25 million.The transaction is expected to be completed in Q2 2025,subject to charter

114、ers consent.Upon completion,Akastor intends to distribute a substantial portion of the net proceeds,around USD 15 million,as a cash dividend to shareholders.Going Concern The board of directors confirms that the going concern assumption,on which the financial statements have been prepared,is appropr

115、iate.ANNUAL REPORT 2024PAGE 17 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS Parent Company and Allocation of Net ProfitThe parent company Akastor ASA is the ultimate parent company in the Akastor group.Akastor ASA has outsourced all management functions to o

116、ther companies within the group,mainly Akastor AS.However,assets and liabilities related to the Akastor Treasury function are held by Akastor ASA.Akastor ASA has a net profit of NOK 1 254 million in 2024(net loss of NOK 285 million in 2023).The parent companys dividend policy states that Akastors sh

117、areholders shall receive a competitive return on their investment either through cash dividends or increases in the share price,or both.The company does not intend to distribute regular or annual dividends,but will consider dividends on a continuous basis taking into consideration the companys M&A a

118、ctivities,expected cash flow,capital expenditure plans,financing requirements and appropriate financial flexibility.The board thereby proposes no dividend for 2024 and the net profit for the year of NOK 1254 million be allocated to retainedearnings.Risk ManagementAkastor and its portfolio companies

119、are exposed to various forms of market,operational and financial risks that may affect their performance,strategic goals and reputation.Akastors risk management model is designed on the basis that Akastor is an investment company with an overall objective of securing its shareholders investments and

120、 developing the groups assets in order to provide the shareholders with a solid return.Details on the Risk management model is described in the Corporate Governance statement,which is included as a separate section in this annual report.Market Risks Akastors portfolio of holdings is primarily focuse

121、d on the oilfield services industry,leveraging the companys experience and expertise.While Akastor has a flexible mandate,its investments have traditionally remained within this sector,managing associated risks through sound management systems rather than broad industry diversification.Prolonged geo

122、political conflicts,persistent inflation,and elevated interest rates continue to introduce macroeconomic volatility,which we expect will continue to impact markets in 2025.This volatility may lead to reduced industrial activity as well as delays or shifts in transaction plans.As an investment compan

123、y,Akastor is inherently exposed to risks related to mergers,acquisitions,and divestments,which become more pronounced in volatile markets.Uncertainty in valuations,reduced capital flows,and shifting investor sentiment can make transactions more challenging to execute.Operational risks are primarily

124、mitigated at the portfolio company level through securing new orders and securing sound project execution.Akastor monitors these efforts in line with its corporate governance principles,mainly through board participation in each portfolio company.Risks associated with divestments,mergers,acquisition

125、s,and other transactions are managed and overseen by Akastors investment team.Financial Risks Akastor faces various financial market risks including currency,interest rate,tax,price,credit,counterparty,liquidity,and capital risks,along with risks related to financing access and terms.A detailed disc

126、ussion of these risks can be found in Note 23 Financial risk management in the groups consolidated financial statements.PAGE 18 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS ANNUAL REPORT 2024Environmental,Social and GovernanceAkastor ASA is subject to annual

127、 sustainability reporting requirements pursuant to section 2-4(6)of the Norwegian Accounting Act.The reporting is covered by the Akastor 2024 Sustainability report,which is issued separately and published on Akastors website .The Akastor Sustainability report also includes Akastors reporting adherin

128、g to the Transparency Act,a Norwegian legislation,which requires companies to promote respect for human rights and decent working conditions.Research,Innovation and Technology DevelopmentAll research,innovation and development initiatives are performed by the Akastor portfolio companies.Akastor ASA

129、and its consolidated entities performed no such activity in 2024.The goal of financial risk management is to minimize adverse effects on Akastors financial position.In 2024,Akastors financial standing improved significantly,resulting in a cash-positive status and reduced reliance on external financi

130、ng.Consequently,financing and credit risks have been reduced,with primary remaining credit exposure linked to financing arrangements within its holdings,such as DDW Offshores guarantee exposure and AKOFS Santos financing.Integrity Risks All Akastor portfolio companies use education and training to m

131、anage integrity risks.Employees must complete annual Code of Conduct training.Managers and office-based staff must conduct integrity e-learning training and classroom courses.Specific roles with higher integrity risks receive tailored training.High-risk hired-in personnel and third-party representat

132、ives also receive integrity training.Training must be completed and reported within six months of employment or new session publication.Akastor has a whistleblowing system for reporting breaches of the Code of Conduct or other guidelines,open to all stakeholders.Employees are required to report brea

133、ches and encouraged to report compliance concerns.Climate Risks The primary climate-related risks that Akastor faces stem from the oil service industrys exposure to the risks linked with a transition to a lower-carbon intensive industry.For a more detailed description of these risks and how they are

134、 monitored and managed,reference is made to the 2024 Sustainability Report which is issued as a separate document.D&O insuranceThe directors and officers of Akastor companies are covered under a Director&Officers Liability Insurance(D&O).The insurance covers personal legal liabilities including defe

135、nce-and legal costs.The officers and directors of the parent company and all subsidiaries globally(owned 50%or more)are covered by the insurance.The cover also includes employees in managerial positions or employees who become named in a claim or investigation.People and TeamsAkastor is committed to

136、 equal opportunity and non-discrimination,as outlines in the Code of Conduct and as described in further detail in the 2024 Sustainability Report.At year-end 2024,Akastor ASAs board comprised eight directors inclusive three employee-elected directors.Two of the five shareholder-elected directors are

137、 female directors.On a consolidated basis,Akastor had 9 employees(FTE)as of December 31,2024 and the male/female ratio was 60/40.Akastor regularly assesses whether the principle of equal pay for equal work has been implemented,both in its own organisation as well as in the companies it owns.No signi

138、ficant differences have been identified.Sick leave in Akastor is less than 1 percent.ANNUAL REPORT 2024PAGE 19 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS ANNUAL REPORT 2024Corporate GovernanceCorporate governance is a framework of values,responsibilities a

139、nd governing documents to control the business and ensure sustainable value creation for shareholders over time.It is the responsibility of the board of directors of Akastor to ensure that the company implements sound corporate governance.The audit committee supports the board in safeguarding that t

140、he company has internal procedures and systems in place to ensure that corporate governance processes are effective.Akastors corporate governance principles are based on the Norwegian Code of Practice for Corporate Governance and are designed to secure the shareholders investment through value creat

141、ion and to ensure good control with the portfolio companies.The corporate governance principles are included in this annual report and available on the companys website .Fornebu,March 25,2025 Board of Directors of Akastor ASAFrank O.ReiteChairpersonKathryn M.BakerDirectorLone Fnss Schrder Deputy Cha

142、irpersonSvein Oskar StoknesDirectorLuis Antonio G.AraujoDirectorHenning JensenDirectorAsle Christian HalvorsenDirectorStian SjlundDirectorKarl Erik KjelstadCEO CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS ANNUAL REPORT 2024PAGE 20The board and CEO have today

143、 considered and approved the annual report and financial statements for the Akastor group and its parent company Akastor ASA for the year ended on December 31,2024.The board has based this declaration on reports and statements from the groups CEO and/or on the results of the groups activities,as wel

144、l as other information that is essential to assess the groups position which has been provided to the board of directors.To the best of our knowledge:The financial statements for 2024 for Akastor group and its parent company have been prepared in accordance with all applicable accounting standards.T

145、he information provided in the financial statements gives a true and fair portrayal of the group and its parent companys assets,liabilities,profit and overall financial position as of December 31,2024.The annual report provides a true and fair overview of the development,profit and financial positio

146、n of Akastor group and its parent company,as well as the most significant risks and uncertainties facing the group and the parent company.Fornebu,March 25,2025 Board of Directors of Akastor ASADeclaration by the Board of Directors and CEOFrank O.ReiteChairpersonKathryn M.BakerDirectorLone Fnss Schrd

147、er Deputy ChairpersonSvein Oskar StoknesDirectorLuis Antonio G.AraujoDirectorHenning JensenDirectorAsle Christian HalvorsenDirectorStian SjlundDirectorKarl Erik KjelstadCEOPAGE 21 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS ANNUAL REPORT 2024Corporate Gover

148、nance StatementCorporate governance is a framework of values,responsibilities and governing documents to control the business and ensure sustainable value creation for shareholders over time.Sound corporate governance shall ensure that appropriate goals and strategies are adopted,that the strategies

149、 are implemented in a good manner and that the results achieved are subject to measurement and follow-up.ANNUAL REPORT 2024PAGE 22 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS 1.The Corporate Governance ReportBasis for this ReportThe corporate governance pri

150、nciples of the group are laid down by the board of directors of Akastor ASA(“Akastor”or the“company”).The principles are based on the Norwegian Code of Practice for Corporate Governance dated 14 October 2021(the Code of Practice),the regulations set out in the Rulebook II of Oslo Brs(the stock excha

151、nge in Oslo)and the relevant Norwegian background law such as the Norwegian Accounting Act and the Norwegian Public Limited Liability Companies Act.The Code of Practice may be found at www.nues.no and the Oslo Brs Rulebook II may be found at .Norwegian laws and regulations are available at www.lovda

152、ta.no.This report outlines how Akastor has implemented the Code of Practice.Deviations from the Code of Practice are addressed under the relevant sections.In general,the Akastor board only approves deviations that the board believes contributes to value creation for its stakeholders.In addition to t

153、he Code of Practice,the Norwegian Accounting Act section 2-9 stipulates that companies must provide a report on their policies and practices for corporate governance either in the annual report or in a document referred to in the annual report.Such report is integrated in the below corporate governa

154、nce statement.Governance StructureAkastor is an oilfield services investment company with a portfolio of industrial holdings and other investments.The company has a flexible mandate for active ownership and long-term value creation.As of December 31,2024,Akastors portfolio consists of DDW Offshore,5

155、0 percent of the shares in HMH,50 percent of the shares in AKOFS Offshore(which was increased to 66.7 percent in the first quarter of 2025),15 percent economic ownership in NES Fircroft,36 percent of shares in Fn Energy Services,in addition to other holdings and investments,with a total net capital

156、employed of NOK 5.0 billion.Other investments mainly include shareholdings in Odfjell Drilling,ABL Group,Maha Energy and Awilco Drilling and an investment in Aker Pensjonskasse.It is the responsibility of the board of directors of Akastor to ensure that Akastor and its portfolio of companies impleme

157、nt sound corporate governance.The board of directors evaluates this corporate governance statement on an annual basis.The boards audit committee also evaluates the corporate governance statement as well as other key policies and procedures pertaining to compliance and governance.Compliance with,and

158、implementation of these corporate governance guidelines are continuously evaluated by the board and said committee;inter alia by way of the board being the decisive body for the companys defined management and reporting structure,which include regular reporting.Policies and ProceduresAkastor has a t

159、otal of eleven corporate policies providing business practice guidance within a number of key areas,all of which are reviewed and updated on an annual basis.These policy documents express the overall position of the group with regard to for instance compliance,integrity and governance.The policies p

160、rovide instructions and expectations that apply to the portfolio companies and to individual employees in order to ensure that the groups operations are in compliance with internal and external regulatory framework.In addition,the portfolio companies are independent and self-sufficient entities that

161、 implement their own governance model and policies specific to their business.Values and Code of ConductAkastor aims to develop and refine its portfolio of companies as stand-alone enterprises,with the goal of maximizing the value potential of each entity.The company works to develop the business mo

162、dels of the portfolio companies,capitalize on their market positions and promote aftersales services for the equipment and systems delivered.The current investmenxts are within the oilfield services sector,but the company has a flexible mandate for active ownership and long-term value creation.ANNUA

163、L REPORT 2024PAGE 23 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS Akastor has an opportunistic approach and will continue to own the portfolio companies as long as Akastor creates more value than alternative owners.Akastor wishes to contribute to sustainable

164、 social development through responsible business practices.The companys Code of Conduct is a handbook that applies to all employees and provides guiding on what Akastor considers to be responsible ethical conduct.The Code of Conduct provides a framework of core corporate values which reflects Akasto

165、rs prudent business practice and shall be reflected in every aspect of our operations.The ethical guidelines and other governing documents of the group have been drafted on the basis of these core corporate values.2.BusinessThe objectives of the company,as defined in its articles of association,are

166、to own or carry out industrial and other associated businesses,management of capital,and other functions for the group,and to participate in or acquire other businesses.The articles of association are available at .The principal strategies of the group are presented in the annual report.To ensure va

167、lue creation for its shareholders,the board of directors annually performs a designated strategy process where it sets objectives and targets for the company,assesses risk,evaluates the existing strategy and approves any significant changes.Information concerning the financial position and principal

168、 strategies of the company,and any changes thereto is disclosed to the market in the context of the companys quarterly reporting and in designated market presentations as well as at .Corporate ResponsibilityAkastor takes an active approach to corporate responsibility.Corporate responsibility in Akas

169、tor is about making prudent business decisions,with minimum risk to reputation,brand and the future sustainability of our business.The main focus of corporate responsibility activities in Akastor,defined in our group-wide integrity policy,is to work against corruption,to respect human rights and to

170、care for health,safety and the environment.In the Akastor Sustainability Policy it is described how Akastor aims to integrate sustainability in its investment processes and engages with the portfolio companies.Akastors primary stakeholders are the shareholders(existing and potential),customers of it

171、s portfolio companies and employees of the Akastor group.Akastor has an ongoing stakeholder dialogue,media analysis and investor presentations,which provide important input to Akastors work on corporate responsibility topics.All our portfolio companies are expected to ensure integration of stakehold

172、er engagement and a strong corporate responsibility in their operations.Akastor recognizes and respects the United Nations 17 Sustainable Development Goals(SDGs),and has identified four SDGs that Akastor positively impacts.A self-assessment is used to identify where Akastor has the most opportunity

173、to contribute to the SDGs.Akastor identified 7,8,12,and 13 as priority SDGs and encourages the portfolio companies to identify and work towards relevant SDGs in their work and strategy.Akastor is a member of the UN Global Compact,and also aligns with the principles of the United Nations Convention a

174、gainst Corruption,the Universal Declaration of Human Rights,the UN Guiding Principles for Business and Human Rights and the ILO Declaration on Fundamental Principles and Rights at Work.These international principles guide our Code of Conduct and Integrity Policy and provide the overall framework for

175、 the corporate responsibility efforts in the Akastor group.Further information in respect of the corporate social responsibility work of Akastor and its portfolio of companies can be found in the separate Akastor Sustainability Report published simultaneously as the companys annual report for 2024.3

176、.Equity and DividendsEquityThe management and the board regularly monitor that the groups equity and liquidity are appropriate for its objectives,strategy and risk profile.The equity of the group as per December 31,2024 is NOK 5 859 million,which represents an equity ratio of 87 percent.The manageme

177、nt of financial risk is further described in the annual report.ANNUAL REPORT 2024PAGE 24 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS Dividend PolicyThe general meeting is the decisive corporate body for dividend decisions.At the annual general meeting,there

178、 is a practice of granting a standing authority to the board of directors to approve payment of dividends based on the latest approved annual accounts,cf.Public Limited Liability Companies Act section 8-2,second paragraph.Over time,the aim is that Akastors shareholders shall receive a competitive re

179、turn on their investment either through cash dividends or increase in the share price,or both.The company does not intend to distribute regular or annual dividends but will consider dividends on an ongoing basis taking into consideration the companys M&A activities,expected cash flow,capital expendi

180、ture plans,financing requirements and appropriate financial flexibility.Authorizations for the Board of DirectorsProposals from the board of directors for future authorizations for share capital increases,share buy-backs or similar shall be for defined purposes,such as share purchase programs and ac

181、quisitions of companies,and shall remain in effect until the next annual general meeting.The companys annual general meeting on 16 April 2024 resolved to authorize the board to purchase treasury shares for three purposes for utilization,all of which were subject to separate voting under the general

182、meeting:(i)purchase of treasury shares to be used as transaction currency in connection with acquisitions,mergers,demergers and other transactions,(ii)purchase of treasury shares to be sold and/or transferred to employees and directors under share purchase programs and(iii)purchase of treasury share

183、s for the purpose of investment or for subsequent sale or deletion of such shares.The authorizations were all limited to ten percent of the share capital.The boards authorizations to purchase treasury shares are valid for the period until the date of the annual general meeting in 2025.No shares were

184、 bought by the company in 2024 pursuant to the authorizations to the board of directors.As of December 31,2024,the company holds 1813 974 own shares.In addition,the annual general meeting in 2024 granted the board of directors the mandate to approve the distribution of dividends based on the company

185、s annual accounts for 2023 as set out in the Public Limited Liability Companies Act section 8-2,second paragraph.The mandate is valid for the period until the date of the annual general meeting in 2025.There are no current provisions in the articles of association of the company or power of attorney

186、 from the general meeting which grant the board of directors the mandate to issue or buy back of shares in the company for the purposes of capital increases.Share Purchase ProgramsThere are currently no active share purchase programs in place in Akastor.4.Equal Treatment of Shareholders and Transact

187、ions with Related PartiesThe company has only one class of shares,and all shares carry equal rights.Existing shareholders shall have pre-emptive rights to subscribe for shares in the event of share capital increases,unless otherwise indicated by special circumstances.If the pre-emptive rights of exi

188、sting shareholders are waived in respect of a share capital increase,the reasons for such waiver shall be explained by the board of directors.Transactions in own shares are effected via Oslo Brs.The largest shareholder of Akastor,Aker Holding AS,is wholly-owned by Aker ASA,which in turn is controlle

189、d by Kjell Inge Rkke through TRG Holding AS and The Resource Group TRG AS.As of December 31,2024,Aker Holding AS owns 36.7%of the shares in Akastor ASA,which is an associated company of Aker ASA.The board of directors is of the view that it is positive for Akastor that Aker ASA assumes the role of a

190、n active owner and is actively involved in matters of importance to Akastor and to all shareholders.The cooperation with Aker ASA offers Akastor access to special know-how and resources within strategy,transactions and funding.Moreover,Aker ASA offers network and negotiation resources from which Aka

191、stor benefits in various contexts.This complements and strengthens Akastor without curtailing the autonomy of the group.It may be necessary to offer Aker ASA special access to commercial information in connection with such cooperation.Any information disclosed to Aker ASAs representatives in such a

192、context is subject to confidentiality undertakings and disclosure regulations in compliance with applicable laws.Aker ASA (or its subsidiaries)are not deemed,within the meaning of the Public Limited Liability Companies Act,to be a ANNUAL REPORT 2024PAGE 25 CONTENTS BOARD OF DIRECTORS REPORT CORPORAT

193、E GOVERNANCE STATEMENT FINANCIAL STATEMENTS related party of Akastor.The board of directors and the executive management team of Akastor are nevertheless conscious that all relations with Aker ASA shall be premised on commercial terms and structured in line with arms length principles.In the event o

194、f any material transactions between the company and shareholders,directors,senior executives,or related parties thereof,which do not form part of the ordinary course of the companys business,the board of directors shall arrange for an independent assessment.The same shall,generally speaking,apply to

195、 the relationship between Akastor and Aker ASA related companies.In respect of the above,the Related parties note to the consolidated financial statements contains information on the most significant transactions between Akastor and companies within the Aker ASA group.5.Freely Negotiable SharesThe s

196、hares are listed on the Oslo Brs and are freely transferable.No transferability restrictions are laid down in the articles of association.There are no restrictions on the partys ability to own,trade or vote for shares in the company.6.General MeetingsAttendance,Agenda and VotingThe general meetings

197、in Akastor will be conducted electronically.The decision to hold virtual meetings without the possibility to attend a physical meeting,is partly due to the requirements in the Public Limited Liability Companies Act section 5-8,third paragraph,letter b,and partly for practical considerations.The shar

198、eholders will be invited to participate online via PC,phone or tablet,and a description of how to participate is included in the notice of general meeting that will be announced.By participating online,shareholders will receive a live webcast from the general meeting,the opportunity to ask written q

199、uestions,and vote on each of the items.The company encourages shareholders to attend the general meetings.It will also,like previous years,be possible to vote in advance or give a proxy before the meetings.Notices convening general meetings,including comprehensive documentation relating to the items

200、 on the agenda,including the recommendation of the nomination committee,will be made available on the companys website no later than 21 days prior to the general meeting.The articles of association of the company stipulate that documents pertaining to matters to be deliberated by the general meeting

201、 shall only be made available on the companys website,and not normally be sent physically by post to the shareholders unless required by statute.The following matters are typically decided at the annual general meeting,in accordance with the articles of association of Akastor ASA and Norwegian backg

202、round law:Election of the nomination committee and stipulation of the nomination committees fees;election of shareholder representatives to the board of directors as well as stipulation of fees to the board of directors;election of the external auditor and approval of the auditors fee;approval of an

203、y amendments to the board of directors policy regarding stipulation of salary and other remuneration to the executive management,if any;advisory vote on the board of directors report on remuneration to the executive management;approval of the annual accounts and the board of directors report,includi

204、ng distribution of dividend;and other matters which,by law or under the articles of association,are the business of the annual general meeting.The deadline for registering intended attendance is as close to the general meeting as possible.Information concerning both the registration procedure,online

205、 participation and the filing of proxies is included in the notice convening the general meeting and on the registration form.The company also aims to structure,to the extent practicable,the proxy form such as to enable the shareholders to vote on each individual item on the agenda.ANNUAL REPORT 202

206、4PAGE 26 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS ChairpersonThe articles of association stipulate that the general meetings shall be chaired by the chairperson of the board of directors or a person appointed by said chairperson.According to the Code of

207、Practice the board should however make arrangements to ensure an independent chairperson for the general meeting.Thus,the articles of Akastor ASA deviate from the Code of Practice in this respect.This has its background in a long-lasting tradition in Akastor.Having the chairperson of the board chair

208、ing the general meeting also simplifies the preparations for the general meetings significantly.Election of DirectorsIt is a priority for the nomination committee that the board of directors shall work in the best possible manner as a team,and that the background and competence of the directors shal

209、l complement each other.As a consequence,the nomination committee will propose that the shareholders are invited to vote on the full board composition proposed by the nomination committee as a group,and not on each director separately.Hence,Akastor deviates from the Code of Practice stipulating that

210、 one should make appropriate arrangements for the general meeting to vote separately on each candidate nominated for election to the companys corporate bodies.MinutesMinutes of general meetings will be published as soon as practicable on the announcement system of Oslo Brs,www.newsweb.no(ticker:AKAS

211、T),and at .7.Nomination CommitteeThe articles of association stipulate that the company shall have a nomination committee.The nomination committee shall have no less than three members,who shall normally serve for a term of two years.The current members of the nomination committee are Ingebret G.His

212、dal(chairperson),Charlotte Hkonsen,Kjetil E.Stensland and Hilde K.Ramsdal(deputy member).Hisdal,Hkonsen and Stensland were re-elected in 2024 for a new term of two years,whilst Ramsdal will be up for re-election this year.Charlotte Hkonsen and Hilde K.Ramsdal are employed by Aker ASA.No members of t

213、he nomination committee are employed by,or directors of,Akastor.The majority of the members of the nomination committee are independent of both Akastors board of directors and the executive management of the company.The committees recommendations(relating to particularly the board of directors and t

214、heir remuneration)shall address how the new board candidates will attend to the interests of the shareholders in general and fill the requirements of the company,including with respect to competence,capacity and independence.The composition of the nomination committee shall reflect the interests of

215、all shareholders and ensure independence from the board of directors and the executive management.The members and the chairperson of the nomination committee are appointed by the general meeting,which also determines the remuneration of the committee.The annual general meeting in 2024 approved updat

216、ed instructions for the nomination committee governing the duties of the nomination committee.According to these instructions,the committee shall emphasize that candidates for the board have the necessary experience,competence,and capacity to perform their duties in a satisfactory manner.A reasonabl

217、e representation with regard to gender and background should also be emphasized.The chairperson of the nomination committee has the overall responsibility for the work of the committee.In the exercise of its duties,the nomination committee may contact,among others,shareholders,the board,management,a

218、nd external advisors.The nomination committee shall also ensure that its recommendations are endorsed by the largest shareholders.Information concerning the nomination committee and deadlines for making suggestions or proposing candidates for directorships will be made available on the companys ANNU

219、AL REPORT 2024PAGE 27 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS website, when there are candidates up for election.8.Composition and Independence of the Board of DirectorsCompositionThe general meeting appoints the board based on the proposal from the nom

220、ination committee,cf.the Public Limited Liability Companies Act section 6-3,first paragraph.The proposal of the nomination committee will normally include a proposed candidate for appointment as chairperson of the board of directors.The board of directors appoints its own deputy chairperson.Accordin

221、g to the Public Limited Liability Companies Act,the directors are appointed for a term of two years at a time unless otherwise stated in the companys articles of association.The articles of association of Akastor stipulate that directors may be elected for a period of one to three years.Akastors art

222、icles of association stipulate that the board of directors shall comprise five to ten persons.In addition,up to three deputy members may be appointed.As per December 31,2024,the board of directors comprised eight directors,five of whom were elected by the shareholders and three of whom were elected

223、by and amongst the employees.Akastor has a long-standing tradition of having employee representatives on its board.However,given the companys recent developments and its current status as a holding company with 10 employees on a consolidated basis,the board has decided to discontinue the practice of

224、 appointing employees from its portfolio companies to the Akastor board.Therefore,with effect from 25 March 2025 the companys board will only consist of five shareholder elected directors.Despite this change,the company continues to support the right of employees to be represented and participate in

225、 decision-making within the boards of directors of its portfolio companies or other appropriate forums where employees can actively engage in the companys decision-making process.The company encourages the directors to hold shares in the company.The shareholdings of the directors as of December 31,2

226、024 will be set out in the 2024 remuneration report.The chairperson Frank O.Reite and the directors Lone Fnss Schrder,Kathryn M.Baker and Svein Oskar Stoknes are currently shareholders in Akastor.The board composition,including information about the directors background and expertise,is detailed in

227、the annual report for 2024.IndependenceA majority of the directors elected by the shareholders are independent of the executive personnel and important business associates of Akastor.None of the executive personnel of the company are members of the board of directors.The composition of the board of

228、directors aims to ensure that the interests of all shareholders are attended to,and that the company has the know-how,resources,and diversity it needs at its disposal.Among the five shareholder-elected directors,the majority are deemed independent from the companys largest indirect shareholder,Aker

229、ASA.9.The Work of the Board of DirectorsProceduresFor each calendar year,the board plans for its work and meetings.Furthermore,there are rules of procedure for the board of directors and Chief Executive Officer,which govern areas of responsibility,duties and the distribution of roles between the boa

230、rd of directors,the chairperson of the board of directors and the Chief Executive Officer.The rules of procedure for the board of directors also include provisions on convening and chairing board meetings,decision making,the duty and right of the Chief Executive Officer to disclose information to th

231、e board of directors,the duty of confidentiality,etc.According to the companys articles of association,each of the directors elected by the shareholders will serve for a period of one to three years pursuant to further decision by the general meeting.This to provide the nomination committee with the

232、 flexibility to propose varying terms of service for the candidates.Akastor has prepared guidelines as part of its rules of procedure for the ANNUAL REPORT 2024PAGE 28 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS Chief Executive Officer and board of director

233、s ensuring that directors and the Chief Executive Officer notify the board of directors if they have any material direct or indirect personal interest in any agreement concluded by the group.The guidelines stipulate that the directors and the Chief Executive Officer shall not participate in the prep

234、aration,deliberation,or resolution of any matters that are of such special importance to themselves,or any of their related parties,so that the person in question must be deemed to have a prominent personal or financial interest in such matters.The relevant board member or the Chief Executive Office

235、r shall raise the issue of his or her competence whenever there may be cause to question it,and each director is the primary responsible for adopting the correct decision as to whether he or she should step down from participating in the discussion of the matter at hand.In general,as further stipula

236、ted in Akastors principles for related party transactions,directors of Akastor should be cautious in participating in the consideration of issues where a potential conflict of interest or conflict of role may arise,undermining the confidence in the decision process.Such person may not participate in

237、 board discussions of more than one company that is part of the same agreement,unless the companies have common interests.These assessments will be carried out on a case-by-case basis;in most events,and as a starting point,by the relevant directors themselves,but often also in cooperation with inter

238、nal and/or external legal counsel.The above principles will normally also be applied if Akastor contracts with other companies in which said board members hold direct or indirect ownership interests that exceed,in relative terms,their ownership interests in Akastor.If grounds for legal incapacity ar

239、e established,the relevant board member will,as a ground rule,not be granted access to any documentation prepared to the board of directors for the deliberation of the agenda item in question.In general,Akastor applies a strict norm as far as competence assessments are concerned.In cases where the c

240、hairperson of the board of directors does not participate in the deliberations,the deputy chairperson of the board of directors chairs the meeting.As far as the other officers and employees of Akastor are concerned,transactions with related parties and conflicts of interest are comprehensively addre

241、ssed and regulated in the groups Code of Conduct.MeetingsThe board of directors will hold board meetings whenever needed,but normally six to twelve times a year.The need for extraordinary board meetings may typically arise because the internal authorization structure of the company requires the boar

242、d of directors to deliberate and approve material tenders to be submitted by the company or in relation to M&A transactions.Whilst the deadlines for such submission often change,it is difficult to fit this into the calendar of ordinary board meetings.The board of directors held eight board meetings

243、in 2024.The aggregate attendance rate at the board meetings was close to 100 percent.The Matters Discussed by the Board of DirectorsThe Chief Executive Officer prepares cases for deliberation by the board of directors in cooperation with the chairperson of the board.Endeavours are made to prepare an

244、d present matters in such a way that the board of directors is provided with an adequate basis for its deliberations.The board of directors has overall responsibility for the management of Akastor and shall,through the Chief Executive Officer,ensure that its activities are organized in a sound manne

245、r.The board of directors shall adopt plans and budgets for the business,and keep itself informed of the financial position of,and development within,the company.This encompasses the annual planning process of Akastor,with the adoption of overall goals and strategic choices for the group,as well as f

246、inancial plans,budgets,and forecasts for the group and the ANNUAL REPORT 2024PAGE 29 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS portfolio companies.The board of directors performs annual evaluations of its work and its know-how.Audit CommitteeAkastor will

247、have an audit committee comprising two to four of the directors.The audit committee currently comprises the directors Lone Fnss Schrder(chair),Kathryn M.Baker and Henning Jensen.The audit committee is independent from the management.At least one of the members of the audit committee shall have eithe

248、r formal qualification within accounting or auditing,or relevant experience and skills within the same.Both members Fnss Schrder and Baker have such relevant experience and skills.The audit committee has a mandate and a working method that complies with statutory requirements.The audit committee man

249、date forms an integrated part of the rules of procedures for the board of directors.The committee will participate,on behalf of the board of directors,in the quality assurance of guidelines,policies,and other governing instruments in Akastor.The audit committee performs a qualitative review of the q

250、uarterly and annual reports of Akastor,including Akastors reporting on sustainability and other non-financial matters.Significant judgment calls(uncertain estimates)made in the financial statements in the quarter are reviewed by the audit committee.The audit committee further supports the board of d

251、irectors in safeguarding the companys enterprise risk management,which includes overseeing financial risks,compliance risks as well as risks related to sustainability and cyber security.The audit committee reviews the status on internal controls on an annual basis.In order to safeguard appropriate p

252、rocesses and assessments,the boards audit committee shall also review major M&A transactions as well as related party transactions which are not part of the companys ordinary course of business,unless such related party transactions are immaterial.Akastor currently has no remuneration committee as t

253、he experiences from having such showed more merit in discussing matters comprised by this committees mandate with all directors present.As of December 31,2024,there are no other board committees than the audit committee.The board does not envisage appointing any further board committees in 2025.The

254、board evaluates its performance and qualification annually.A summary of the evaluation was made available to the nomination committee.10.Risk Management and Internal Control Governing PrinciplesThe board of directors shall ensure that Akastor has sound internal control and systems for risk managemen

255、t that are appropriate in relation to the extent and nature of the companys activities.The audit committee supports the board of directors in safeguarding that the company has internal procedures and systems that ensure good corporate governance,stakeholder engagement,effective internal controls and

256、 proper risk management,particularly in relation to financial reporting.The Chief Financial Officer reports directly to the audit committee on matters relating to financial reporting,financial risks and internal controls.Akastor has implemented an internal system for reporting serious matters such a

257、s breaches of ethical guidelines and violations of the law,which is also available to external parties at .Risk ManagementAkastor and its portfolio companies are exposed to a variety of market,operational and financial risks.The board of directors carries out an annual review of the companys most im

258、portant areas of exposure to risk and its internal control arrangements.Being an investment company,the main objective of Akastor is to create value for its shareholders.Potential impacts on the net asset value,share price or predictability of earnings are therefore key parameters in the boards risk

259、 evaluation.Sound risk management throughout the organization,including by its portfolio companies and industrial holdings,is recognized by Akastor as an invaluable tool in the process ANNUAL REPORT 2024PAGE 30 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS of

260、 achieving strategic,financial and operational goals while at the same time ensuring compliance with regulatory requirements and adherence to high integrity standards.Risk evaluation is an integral part of all business activities and Akastor employs a decentralized model for allocating managerial re

261、sponsibility under which the portfolio companies are required to establish their own risk management and internal control systems.Akastors representatives on boards of directors in the portfolio companies seek to ensure that the portfolio companies follow the principles of sound corporate governance

262、.Akastor manages risk through an internal framework both on a corporate and portfolio company level comprising guidelines,policies and procedures intended to ensure good business operations and provide unified and reliable financial reporting.The board of directors has adopted an authorization matri

263、x that forms part of its governing documents where authority is delegated to the Akastor Chief Executive Officer.The board receives and reviews risk reports prepared by the management,in respect of regular operational/business risk as well as risk related to ESG matters and cyber security.The manage

264、ments risk reporting is based on the total level of insight obtained through regular reporting and the close cooperation that Akastor has with the portfolio companies,including from Akastors investment directors and board representatives.Management of operational risk and risk related to ESG and cyb

265、er security rests with the underlying portfolio companies,although Akastor acts as an active driver through its involvement on the boards and through support and follow-up by the various Akastor corporate functions towards relevant functions in the portfolio companies.Akastors management holds revie

266、w meetings with the management of the different portfolio companies.The purpose of the meetings is to conduct an in-depth review of the development of each portfolio company,focusing on operations,risk management,market conditions,the competitive situation and strategic issues.These meetings provide

267、 an important foundation for Akastors assessment of its overall financial and operational risk.A key risk in one of the smaller portfolio companies may still be negligible on the group level,whereas important risks in the largest portfolio companies may have a serious impact on the group as a whole.

268、Akastors decentralized approach to operational risk management,as described above,raises a need for management to process and calibrate the insight obtained through various interfaces with the portfolio companies prior to the boards annual risk review.The objective of such exercise is to ensure that

269、 risks are reported in a format that allows the board to acquire a true and fair view of the overall risk environment of the Akastor group in an efficient manner and to focus its attention on risks that are material on an aggregated group level.Prior to the boards review of risk reporting,the audit

270、committee reviews the reported risks and associated risk-reducing measures.The audit committee also reviews the companys in-house reporting systems and internal control and risk management and prepares the boards review of financial reporting.Financial ReportingThe Akastor financial reporting divisi

271、on reports to the Chief Financial Officer and is responsible for the external reporting process and the internal management financial reporting process.This also includes assessing financial reporting risks and internal controls over financial reporting in the group.The consolidated external financi

272、al statements are prepared in accordance with IFRS Accounting Standards as approved by the EU.The existing policies and standards governing the annual and quarterly financial reporting in the group,including the Akastor accounting principles,are available for Akastor employees.Financial reports are

273、received from the portfolio companies at a regular basis.The Akastor financial reporting division has review of financial results ANNUAL REPORT 2024PAGE 31 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS together with the external auditor at a quarterly basis,w

274、ith focus on important items involving estimate and judgement,accounting for significant transactions and other topics relevant to the financial reporting.Non-Financial ReportingThe General Counsel is responsible for the companys reporting on non-financial items.Non-financial matters are reported to

275、 the Audit Committee on a quarterly basis,which includes data sourced from Akastors industrial holdings.Non-Financial items relevant for Akastor are reported in the annual Sustainability Report,which is issued as a separate report and made available on Akastors website.Following recent regulatory up

276、dates to the EU CSRD directive(Omnibus adjustments 2024/2025),Akastor ASA,as a non-operating holding company,is expected to remain out of scope for CSRD reporting obligations.Accordingly,the group will most likely not be required to apply the European Sustainability Reporting Standards(ESRS)on a con

277、solidated basis.Nonetheless,Akastor maintains a structured sustainability governance approach and will continue to monitor reporting obligations applicable to its portfolio companies.Other ReportingIn addition to the abovementioned financial reporting,there are regular business review and board meet

278、ings in the portfolio companies which ensure timely and high-quality reporting from the portfolio companies to the corporate management.Regular reports for Akastor and the portfolio companies are submitted to the board of directors.The quarterly business update contains key financial numbers,M&A upd

279、ates,financing,status of value creation plans,compliance,risk management and share price information for the Akastor group.Further,it contains key financial numbers,key operational topics,status on value drivers as well as key market information for the main portfolio companies.The monthly business

280、update contains high level financial and operational information for the Akastor group,as well as key highlights for the main portfolio companies.11.Remuneration of the Board of DirectorsThe remuneration of the board of directors will reflect its responsibilities,know-how and time commitment,as well

281、 as the complexity of the business.The remuneration will be proposed by the nomination committee and is not performance-related or linked to options in Akastor.More detailed information about the remuneration of individual directors is provided in the remuneration report for 2024,as further describe

282、d in section 12 below.Neither the directors,nor companies with whom they are affiliated,should accept specific paid duties for Akastor beyond their directorships.If they nevertheless do so,the board of directors shall be informed and the remuneration shall be approved by the board of directors.No re

283、muneration shall be accepted from anyone other than the company or the relevant group company in connection with such duties.12.Remuneration of Executive PersonnelThe board of directors has adopted designated guidelines for the remuneration of executive management pursuant to the provisions of secti

284、on 6-16a of the Public Limited Liability Companies Act.The general meeting adopted the current guidelines on April 20,2022.This year,the board will propose updates to also include principles for board remuneration to meet 2024 regulatory changes.In accordance with section 6-16b of the Public Limited

285、 Liability Companies Act,the board of directors has also prepared a report on the remuneration to the executive management,detailing the remuneration received by members of the executive management in 2024.The report is available at and subject to an advisory vote at the annual general meeting 2025.

286、13.Information and Communication Akastor has no option schemes or option programs for the allotment ANNUAL REPORT 2024PAGE 32 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS of shares to employees.The Chief Executive Officer determines the remuneration of execu

287、tive management on the basis of the guidelines laid down by the board of directors.All performance-related remuneration within the group will be made subject to a cap.Further information about the remuneration of each executive manager is provided in the mentioned remuneration report for 2024.The co

288、mpany has adopted a designated communications and investor relations policy which covers,among other things,guidelines for the companys contact with shareholders other than through general meetings.The companys reporting of financial and other information is based on openness and the equal treatment

289、 of all securities market players.The long-term purpose of the investor relations function is to ensure access for the company to capital on competitive terms,whilst at the same time ensuring that the shareholders are provided with the most correct pricing of the shares that can be achieved.This sha

290、ll take place through correct and timely distribution of price-sensitive information,whilst ensuring,at the same time,that the company is in compliance with applicable rules and market practices.Reference is also made to the above discussion concerning the flow of information between Akastor and Ake

291、r ASA in connection with their cooperation within,inter alia,strategy,transactions,and funding.All stock exchange announcements and press releases are made available on the companys website,and stock exchange announcements are also available at www.newsweb.no.The company holds open presentations in

292、connection with the reporting of financial performance,either by a physical meeting or by a conference call and webcast,and these presentations are broadcasted on the internet.The financial calendar of the company is available at .14.Take-oversThe overriding principle for Akastor is equal treatment

293、of shareholders.In a bid situation,the board of directors and management have an independent responsibility to help ensure that shareholders are treated equally,and that the companys business activities are not disrupted unnecessarily.In a take-over situation,the board will have a particular respons

294、ibility to ensure that shareholders are given sufficient information and time to form a view of the offer.The board of directors has not deemed it appropriate to adopt specific guidelines for take-over situations as long as Aker Holding AS continues to be the dominant shareholder of Akastor.This rep

295、resents a deviation from the Code of Practice.15.AuditorsThe external auditor presents a plan for the performance of the audit work to the audit committee annually.In addition,the auditor provides the audit committee with an annual written confirmation to the effect that the independence requirement

296、 is met.The auditor attends all audit committee meetings,and the auditor has reviewed any material changes to the accounting principles of the company,or to the internal controls of the company,with the audit committee.The external auditor also attends the board meeting where the annual financial st

297、atements are reviewed and approved,normally in March.The board of directors holds a minimum of one annual meeting with the auditor without any executive personnel being in attendance.The boards audit committee stipulates guidelines on the scope for using the auditor for services other than auditing

298、and makes recommendations to the board of directors concerning the appointment of the external auditor and the approval of the auditors fees.Fees payable to the auditor,separated into those relating to auditing and those relating to other services,are specified in the Other operating expenses note t

299、o the consolidated financial statements for the group and are also reported to the general meeting.The auditors fees relating to auditing are subject to approval by the general meeting.ANNUAL REPORT 2024PAGE 33 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS Fi

300、nancials and NotesAkastor GroupConsolidated income statement 34Consolidated statement of comprehensive income 35Consolidated statement of financial position 36Consolidated statement of changes in equity 37Consolidated statement of cash flow 38GeneralNote 1 Corporate information 39Note 2 Basis for pr

301、eparation 40Note 3 Significant accounting policies 41Note 4 Significant accounting estimates and judgements 46Performance of the year Note 5 Operating segments 47Note 6 Revenue and other income 51Note 7 Other operating expenses 53Note 8 Finance income and costs 53Note 9 Income tax 54Note 10 Earnings

302、 per share 55AssetsNote 11 Property,plant and equipment 56Note 12 Equity-accounted investments 57Note 13 Other investments 59Note 14 Interest-bearing receivables 60Note 15 Trade and other receivables 60Note 16 Liquidity fund investment 61Equity and liabilitiesNote 17 Capital and reserves 62Note 18 B

303、orrowings 63Note 19 Employee benefits pension 65Note 20 Other liabilities 67Note 21 Trade and other payables incl.provisions 67Financial risk managementNote 22 Capital management 68Note 23 Financial risk management and exposures 69Note 24 Financial instruments 72OtherNote 25 Leases 75Note 26 Discont

304、inued operations and disposal of subsidiaries 76Note 27 Group companies 77Note 28 Related parties 77Note 29 Events after the reporting period 79ANNUAL REPORT 2024PAGE 34 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS Akastor Group|Consolidated income statement

305、 For the year ended December 31Amounts in NOK millionNote20242023Revenue and other income5,6922282Cost of goods and services(196)(163)Other operating expenses7(78)(121)Operating expenses(274)(284)Operating profit before depreciation,amortization and impairment 648(2)Depreciation and impairment loss1

306、1,25(27)(28)Operating profit(loss)621(31)Finance income1 200259Finance expenses(114)(209)Impairment loss on debt instruments(80)(40)Net finance income and costs81 00610Share of net profit(loss)from equity-accounted investments12(1)(363)Profit(loss)before tax1 626(384)Income tax benefit(expense)9(3)-

307、Profit(loss)from continuing operations1 623(384)Profit(loss)from discontinued operations(net of income tax)2630122Profit(loss)for the period 1 653(262)Profit(loss)for the period attributable to:Equity holders of the parent company1 653(264)Non-controlling interests-3Basic/diluted earnings(loss)per s

308、hare(NOK)106.08(0.97)Basic/diluted earnings(loss)per share continuing operations(NOK)105.96(1.42)Basic/diluted earnings(loss)per share discontinued operations(NOK)100.110.45ANNUAL REPORT 2024PAGE 35 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS Akastor Group|

309、Consolidated statement of comprehensive income For the year ended December 31Amounts in NOK millionNote20242023Profit(loss)for the period1 653(262)Other comprehensive incomeCurrency translation differences-foreign operations 31597Currency translation differences,reclassification to income statement

310、upon disposal-(2)Share of OCI from equity-accounted investments12(160)37Total items that may be reclassified subsequently to profit or loss,net of tax154131Remeasurement gain(loss)net defined benefit liability19(3)(8)Share of OCI from equity-accounted investments1231Total items that will not be recl

311、assified to profit or loss,net of tax(1)(7)Total other comprehensive income,net of tax154124Total comprehensive income(loss)for the period,net of tax1 807(137)Attributable to:Equity holders of the parent company1 807(140)Non-controlling interests-3ANNUAL REPORT 2024PAGE 36 CONTENTS BOARD OF DIRECTOR

312、S REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS Akastor Group|Consolidated statement of financial position As of December 31Amounts in NOK millionNote20242023Property,plant and equipment11390231Right-of-use assets2597Equity-accounted investments123 7333 439Other investments131 2511 051N

313、on-current interest-bearing receivables14485550Other non-current assets11Total non-current assets5 8685 279Inventories125Trade and other receivables1595601Current finance lease receivables25-19Current interest-bearing receivables14304-Liquidity fund investment16376-Cash and cash equivalents47144Tota

314、l current assets835769Total assets6 7046 048Amounts in NOK millionNote20242023Issued capital incl.treasury shares17161161Other capital paid in1 5411 541Reserves and retained earnings4 1562 267Equity attributable to equity holders of the parent company5 8593 970Total equity 5 8593 970Non-current borr

315、owings18292236Non-current lease liabilities2552Employee benefit obligations197682Other non-current liabilities20195255Total non-current liabilities568575 Current borrowings18821 133Current lease liabilities25432Trade and other payables incl.provisions21191339Total current liabilities2771 504Total li

316、abilities8452 078Total equity and liabilities6 7046 048Fornebu,March 25,2025 I Board of Directors of Akastor ASAFrank O.ReiteChairpersonAsle Christian HalvorsenDirectorLone Fnss Schrder Deputy ChairpersonStian SjlundDirectorSvein Oskar StoknesDirectorKarl Erik KjelstadCEOKathryn M.BakerDirectorLuis

317、Antonio G.AraujoDirectorHenning JensenDirectorANNUAL REPORT 2024PAGE 37 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS Akastor Group|Consolidated statement of changes in equity Amounts in NOK millionShare capital Treasury sharesOther capital paid inHedging res

318、erve1)Fair value reserve1)Currency translation reserve1)Retained earningsEquity attributable to equity holders of the parent company Non-controlling interests(NCI)Total equity2023Equity as of January 1,2023162(1)1 540(8)(72)(16)2 4534 056364 092Profit(loss)for the period-(264)(264)3(262)Other compre

319、hensive income-15-116(7)124-124Total comprehensive income-15-116(271)(140)3(137)Treasury share transactions-2-2-2Share-based payments in joint ventures-5252-52Disposal of subsidiaries-(39)(39)Equity as of December 31,2023162(1)1 5417(72)1002 2343 970-3 9702024Profit(loss)for the period-1 6531 653-1

320、653Other comprehensive income-(18)-172(1)154-154Total comprehensive income-(18)-1721 6521 807-1 807Equity-settled share-based payments-55-5Other equity changes in joint ventures-7878-78Equity as of December 31,2024162(1)1 541(11)(72)2723 9695 859-5 8591)See Note 17 Capital and reservesANNUAL REPORT

321、2024PAGE 38 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS Akastor Group|Consolidated statement of cash flow For the year ended December 31Amounts in NOK millionNote20242023Cash flow from operating activitiesProfit(loss)for the period-continuing operations1 62

322、3(384)Profit(loss)for the period-discontinued operations30122Profit(loss)for the period1 653(262)Adjustments for:Income tax expense(benefit)3-Net interest cost and unrealized currency(income)loss(26)99Depreciation and impairment loss11,252733(Gain)loss on disposal of subsidiaries(30)(126)(Gain)loss

323、on disposal of assets-2(Profit)loss from equity-accounted investments121363Other non-cash effects(218)(106)Changes in net working capital(279)(191)Cash generated from operating activities1 132(188)Dividend received94Interest paid(176)(237)Interest paid for leases(1)(3)Interest received817118Interest

324、 received for leases112Income taxes paid(3)(2)Net cash from operating activities1 779(296)Amounts in NOK millionNote20242023Cash flow from investing activitiesAcquisition of property,plant and equipment11(149)(9)Payments for capitalized development-(4)Payments related to sale of subsidiaries from pr

325、ior years(183)(54)Funding to equity-accounted investments(81)(119)Net changes in liquidity fund investments(366)-Proceeds from other investments-216Proceeds from finance lease receivables19211Net cash flow from other investing activities(1)(5)Net cash from investing activities(761)236Cash flow from

326、financing activitiesProceeds from borrowings18249507Repayment of borrowings18(1 350)(382)Payment of lease liabilities(31)(41)Net cash used in financing activities(1 132)85Effect of exchange rate changes on cash and bank deposits16-Net increase(decrease)in cash and bank deposits(98)25Cash and cash eq

327、uivalents at the beginning of the period144119Cash and cash equivalents at the end of the period47144Of which is restricted cash-The statement included cash flows from discontinued operations prior to the disposal.ANNUAL REPORT 2024PAGE 39 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STAT

328、EMENT FINANCIAL STATEMENTS Note 1|Corporate informationAkastor ASA is a limited liability company incorporated and domiciled in Norway and whose shares are publicly traded.The registered office is located at Oksenyveien 10,Brum,Norway.The largest shareholder is Aker Holding AS which is wholly owned

329、by Aker ASA as of December 31,2024.The consolidated financial statements of Akastor ASA and its subsidiaries(collectively referred as Akastor or the group,and separately as group companies)for the year ended December 31,2024 were approved by the board of directors and CEO on March 25,2025.The consol

330、idated financial statements will be authorized by the Annual General Meeting on April 24,2025.The group is an oilfield services investment company with a portfolio of industrial holdings and other investments.Akastor is listed on the Oslo Stock Exchange under the ticker AKAST.Information on the grou

331、ps structure is provided in Note 27 Group companies.Information on other related party relationships of the group is provided in Note 28 Related parties.ANNUAL REPORT 2024PAGE 40 CONTENTS BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS Note 2|Basis for preparationBasis

332、of accountingThe consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as adopted by the EU,their interpretations adopted by the International Accounting Standards Board(IASB)and the additional requirements of the Norwegian Accounting Act as of December 31

333、,2024.Going concern basis of accountingThe consolidated financial statements have been prepared on a going concern basis,which assumes that the group will be able to meet the mandatory terms and conditions of the banking facilities as disclosed in Note 22 Capital management.Please refer to Board of Directors report for more information about going concern assessment.Basis of measurementThe consoli