Aker Carbon Capture ASA: Notice of Extraordinary General Meeting

FORNEBU, Norway, Oct. 8, 2025 /PRNewswire/ -- Reference is made to the announcement made by Aker Carbon Capture ASA (the "Company" or "ACC") on 1 October 2025 regarding the received request from Andreas Møller, on behalf of A. Møller Invest AS and certain other shareholders representing more than 5% of the Company's shares and votes (jointly referred to as "Møller") to call for an extraordinary general meeting of the Company. The purpose of the meeting is to invite the shareholders to consider various proposals made by Møller, including the cancellation of the resolutions to liquidate and delist the Company, as well as a proposal to initiate a corporate investigation in the Company relating to sale of the Company's subsidiary, Aker Carbon Capture AS' 20% ownership interest in SLB Capturi AS to a subsidiary of Aker Capital, Aker Carbon Capture HoldCo AS ("ACC HoldCo").

To satisfy its obligations under the Public Limited Liability Companies Act, the Board of Directors hereby calls for such extraordinary general meeting to be held on 29 October 2025 at 18:00 (CET).

No Basis for a Corporate Investigation

The Board of Directors is of the firm view that there is no basis for the proposed investigation into the sale of the 20% stake in SLB Capturi AS to ACC HoldCo announced 9 May 2025 (the "Exit Transaction") and the related earn-out and put/call provisions in the transaction agreements with SLB announced on 27 March 2024.

Following a strategic review, the Company concluded that the best course of action was to realize its total assets and distribute the cash proceeds to its shareholders. The Exit Transaction secured an early cash release to shareholders through a realization of its total assets and by releasing ACC from its substantial guarantee-obligations and liabilities towards SLB.

Relevant information about the sale to SLB and the Exit Transaction has been publicly available for a substantial period and disclosed in accordance with applicable requirements and confidentiality restrictions. There is no material unmet information need.

Of the shares that Møller represent, nearly all (more than 90%) were acquired after the Exit Transaction was announced. There is in the board's view no legitimate interest in spending the Company's remaining funds on an unwarranted investigation that will only reduce and delay distribution to shareholders.

A corporate investigation is a costly process which require just cause, intended for situations where it is a real and actual need for information. If Møller believed there was an unmet need for information, they could easily have approached the Company with a request to make further information available. Møller has not made any such request to the Company.

As previously communicated, the Company has taken steps to ensure that corporate and other material information is appropriately stored following its liquidation. If Møller believes wrongdoing has occurred, they are not restricted from pursuing legal action at their own expense and may request access to information through such a process.

The Exit Transaction: Background and Rationale

The Company in March 2024 announced an agreement with SLB to combine their respective carbon capture businesses. As part of the transaction SLB purchased 80% of the Company's business (the "SLB Transaction"). Following the SLB Transaction, the Company conducted a strategic review considering certain restrictions on the Company's future options:  

• The remaining 20% ownership stake in the company now named SLB Capturi is subject to a three-year lock-up period from closing and therefore not freely transferable
• The Company could not engage in activities in competition with SLB Capturi due to non-competition clause restrictions
•  There were limited reinvestment opportunities aligned with the Company's primary purpose
• The Company remained liable for significant guarantees associated with ongoing projects
• The Company needed to account for its future needs in its operations, investment opportunities, and in relation to its role as a seller and minority shareholder in SLB Capturi.

Following the strategic review, the Company concluded that the best course of action was to realize its total assets and distribute the cash proceeds to its shareholders. The Exit Transaction secured cash from the sale of the 20% ownership in SLB Capturi to ACC HoldCo and that the Company was early released from its guarantee-obligations and its contractual liabilities towards SLB. This enabled the Company to release distributable reserves and to pay dividends to its shareholders.

Valuation

SEB Corporate Finance, Skandinaviska Enskilda Banken AB (publ.), Oslo Branch ("SEB") was engaged as an independent financial adviser and conducted a comprehensive market-based valuation using multiple methodologies. These included fundamental valuation analysis, analyst target prices, precedent transactions and share price trading analysis.

SEB assessed that the offer from ACC HoldCo to acquire the 20% stake in SLB Capturi:

• Matched the average and median analyst target prices
• Provided a substantial premium to the last trading day price
• Provided a material premium (65-70%) to the 12-month Volume Weighted Average Price (VWAP) (adjusted for dividends and working capital)
• Aligned with likely outcomes from the earn-out and put/call mechanisms

Put/Call Options

The share purchase agreement with SLB set out a price of NOK 4.12 billion in cash for 80% of Aker Carbon Capture Holding AS. It included a put option, after the 3-year lock-up, for the remaining 20% ownership at a floor price of NOK 1.03 billion and a ceiling of 2 times this price. A higher price than the floor price requires that the fair value of SLB Capturi exceeds that of the agreed purchase price with SLB. Between the SLB Transaction and the Exit Transaction, the clean tech market has deteriorated significantly, impacted by the developments in the US and the energy and security situation in Europe. Over the relevant period, the S&P Kensho Cleantech Index fell 22%. According to Rystad Energy project delays have intensified, with the percentage of delayed projects rising from 32% in 2022 to 42% in 2024. This increase reflects growing challenges in navigating project complexity and regulatory hurdles. Accordingly, entry into new markets and project delays has proved more challenging than anticipated at the time of the SLB Transaction. The Company's assessment was in May 2025, and is still at present, that there is no basis to assume any upside beyond the put floor.

Performance Based Earn-out

The SLB Transaction included a performance based Earn-out where 85% of the earn-out conditions are related to order intake and margins, and 15% on reaching certain milestones. The strategic important award from Hafslund Celsio AS in January 2025 triggered a milestone payment under the earn-out arrangement of NOK 71 million including interest. During the audit of the Company's 2024 accounts, it was assessed that the probability for further earn-out payments was low, and in the audited consolidated financial statements in the 2024 Annual Report issued in March 2025 the fair value of the earn-out was assumed to be zero. At the date of the Exit Transaction, and today, CCS market developments and project status make further earn-out payments unlikely.

Additional Value Elements

As previously communicated, several additional elements were relevant for the Exit Transaction, including:

• Aker Capital AS assumed substantial guarantees carrying real risk. Although the Company remains confident in the business model and technology developed in SLB Capturi, the projects are "first of their kind" and based on newly developed technology.
• The transfer of the abovementioned guarantee-obligations and also being released from its liabilities under the transaction agreement towards SLB enabled an early release of capital to the Company's shareholders. The early capital release has a positive net present value effect.
• The 20% stake was subject to a three-year lock-up and thus not transferable. SLB required that Aker retain control over the remaining 20% stake as the broader relationship between SLB and the Aker group was a key enabler and prerequisite for the transaction and partnership with SLB.
• The Exit-Transaction enabled cost savings for the Company of approximately NOK 70 million through early liquidation.

Conclusion

Subsequent developments since 2024 have confirmed that the transactions with SLB and ACC HoldCo were favourable market-based deals, both in terms of timing and terms. These transactions have realised significant value for shareholders.

The Exit Transaction enabled early realization and distribution of the Company's entire value to shareholders at a substantial premium to the then current trading price, while eliminating the risk associated with the Company's guarantee obligations liabilities and liabilities under the transaction agreement towards SLB.

In total, the SLB Transaction and the Exit Transaction have thus far enabled a distribution of approximately NOK 5.2 billion, NOK 8.66 per share, in cash to the Company's shareholders.

The Company and its Board of Directors see no merit in any process that would further delay or reduce the liquidation proceeds available for distribution to the Company's shareholders.

Practical Information Regarding the Extraordinary General Meeting

The meeting will be conducted as a virtual only meeting, accessible online via Lumi AGM. All shareholders will be able to participate in the meeting, vote and ask questions using smartphones, tablets, or desktop devices. For further information regarding electronic participation, please refer to the online guide available on www.akercarboncaptureasa.com.

Although no pre-registration is needed to attend online, shareholders eligible to attend and vote at the extraordinary general meeting are encouraged to register their attendance no later than 27 October 2025 at 16:00 (CET). Shareholders holding shares through a custodian in the VPS must register via their custodian by this deadline. Attendees must be logged in before the meeting starts in order to vote. The deadline for registration of advance votes and proxies is also 27 October 2025 at 16:00 (CET). Shareholders wishing to vote in the general meeting, either personally or through a proxy, must complete and submit the proxy form attached to the meeting notice to DNB, in accordance with the instructions and deadlines set out in the meeting notice and proxy form.

Please find attached the notice of the extraordinary general meeting, including the proxy form and the proposed resolutions.

All documents to be processed in the meeting, as well as the participation link and guide for online participation, will also be made available on www.akercarboncaptureasa.com.

For sake of good order, the Board of Directors remind the Company's shareholders that a separate extraordinary general meeting has already been called for as per separate notice dated 26 September 2025 and remain scheduled for 17 October 2025 at 12:00 (CEST).

For further information:
Media and Investors:
Mats Ektvedt
Mobile: +47 41 42 33 28
E-mail: [email protected] 

This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.

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SOURCE Aker Carbon Capture ASA