ANNUAL
REPORT
2024 in brief
Akastor’s 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 Fircro delivered robust growth across all key
financial metrics, resulting in a full year EBITDA of
USD 142 million
1,
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 employed
1)
NOK million, 31 December 2024
Value per share NOK
Net Capital
Employed
Listed
Holdings
2
Other NIBD Equity
2023: 4.6bn
5.0
NOK BILLION
2023: (675m) 2023: (262m) 2023: 66%
PAGE 2
839
NOK MILLION
1 653
NOK MILLION
87
PERCENT
2023: 26%
+11
PERCENT
13.1 3.0 1.5 1.0 0.5 (0.7) 18.3 3.1 21.4
3 576
821
415
271
138
(202) 5 020
839
5 859
Net Capital
Employed
Net interest
bearing items
Net Profit Equity Share Total Shareholder
return
1) Net Capital Employed per holding reflected at book value
2) Includes listed investments in Odfjell Drilling, ABL Group, Maha Energy and Awilco Drilling
HMH, Akastor’s 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 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 Oshore from 50%
to 66.7% on aractive terms.
DDW Oshore secured new agreements with an
international oil company, significantly enhancing
revenue visibility of its fleet.
AKOFS Oshore 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 2024
Contents
Message from the CEO
Board of Directors’ Report
Declaration by the Board of Directors and CEO
Corporate Governance Statement
Financials and Notes
a) Akastor Group
b) Akastor ASA
Independent Auditor’s Report
Alternative Performance Measures
Board of Directors
Management
Company Information
ANNUAL REPORT 2024
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
PAGE 4 ANNUAL REPORT 2024PAGE 4
Message from the CEO
2024 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 DRU 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 line with our strategy, we initiated
preparations for a U.S. listing of HMH,
submitting a registration statement
to the U.S. Securities and Exchange
Commission—an important first step
toward a potential initial public offering.
We also took significant steps to
optimize our portfolio. In 2024, we
reached agreements 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,
Equinor’s exercise of its three-year
contract extension for AKOFS Seafarer,
valued at approximately USD 300
million, will significantly contribute to
AKOFS Offshore’s 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. Additionally, 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
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 ways 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 HMH’s management has positioned
HMH well for a potential U.S. listing
and further growth. The restructuring
of AKOFS Offshore was the result of
an open and constructive dialogue
with our co-owners, and I fully respect
Mitsui’s decision to exit after nine years
of collaboration. I sincerely appreciate
the professional partnership we have
shared. At the same time, I am pleased
that 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 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 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,
CEO
ANNUAL REPORT 2024PAGE 5
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
ANNUAL REPORT 2024PAGE 5
Akastor 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 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’
Report
ANNUAL REPORT 2024PAGE 6
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
PAGE 6 ANNUAL REPORT 2024
Key Events 2024
During 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
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 Akastor’s
financial position and transitioned the
company to a net cash position.
HMH’s 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 dra
registration statement was submied to the
U.S. Securities and Exchange Commission,
marking the first step toward a potential
initial public oering (IPO), with timing being
subject to market conditions.
New Chairman of HMH: HMH appointed
Dan Rabun as Chairman of the Board of
Directors, eective October 21, 2024. Mr.
Rabun’s extensive industry experience
is expected to support HMH in its future
growth initiatives.
Increased exposure towards AKOFS
Oshore: Akastor announced an
agreement to increase its ownership
in AKOFS Oshore through a buy-out
of Mitsui’s ownership interests. The
transaction closed in the first quarter of
2025, and increased Akastor’s equity
holding in AKOFS Oshore from 50 to 66.7
percent. This strategic move underscores
Akastor’s confidence in the subsea well
intervention and installation market in
general and in AKOFS Oshore 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 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
Oshore for a key client and secures
increased financial predictability.
Backlog improvement for DDW Oshore:
Akastor’s subsidiary, DDW Oshore,
secured multiple contracts, including both
contract extensions and new agreements,
enhancing the company’s revenue visibility
and operational stability.
Odfjell Drilling warrants selement: In May
2024, Akastor received 3,023,886 shares
in Odfjell Drilling Ltd., pursuant to a warrant
agreement established in 2018.
Føn Energy Services and C-Ventus joining
forces: Føn Energy Services, Akastor’s joint
venture with IKM, announced a merger with
C-Ventus, combining expertise in oshore
wind project management and operations.
This transaction strengthens Føn Energy
Services’ market presence in the growing
oshore wind sector.
Akastor’s 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 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 Fircro, a technical
and engineering stang
company.
Economic interest
c. 15%
Ownership interest
50%
HMH, a global provider
of drilling solutions,
engineering, projects,
equipment and services.
Ownership interest
100%
DDW Oshore, owns and
operates three oshore
vessels.
Ownership interest
4.7%
ABL Group, oers
independent energy and
marine consultancy to the
global renewables, maritime
and oil and gas sectors.
Ownership interest
1.7%
Maha Energy, an interna-
tional upstream oil and gas
company within explora-
tion, development and
production of oil and gas.
Ownership interest
36%
Føn Energy Services,
an independent service
provider to the oshore and
onshore wind industry and
traditional energy sectors.
Ownership interest
6.8%
Awilco Drilling, a legacy
drilling contractor.
Ownership interest
1.3%
Odfjell Drilling, owns and
operates mobile harsh
environment drilling rig
units.
Company Overview
Akastor is an investment company with a flexible mandate for 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 Oshore. Akastor actively
engages with these companies through their Boards of Directors, where
the Akastor investment team is represented.
Both HMH and AKOFS Oshore are joint ventures and accounted for
using the equity method. Akastor also holds interest bearing positions
towards HMH and AKOFS Oshore.
In addition to its industrial investments, Akastor holds several financial
investments. These represent 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 companies.
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.
Investments
PAGE 7
AKOFS Oshore, a
subsea well installation
and intervention services
provider.
Ownership interest
1)
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).
FinancialIndustrial
ANNUAL REPORT 2024PAGE 8
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Strategy
Akastor’s 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 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
development. Akastor emphasizes
a deep understanding of each
portfolio company’s 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 strengthen them for future exits.
The ultimate objective is to return
capital to shareholders following
asset divestments while maintaining
a sound capital structure.
Akastor’s strategy remains
consistent, focusing on
creating long-term value
for shareholders through
active ownership and
an independent, 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-sucient entity
with its own management team and
Board of Directors. For its industrial
investments, Akastor collaborates
closely with these teams to guide
ANNUAL REPORT 2024PAGE 9
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Outlook
Throughout 2024, Akastor significantly
improved its financial standing,
increasing its flexibility and making
strides toward its goal of distributing
proceeds to shareholders.
Akastor’s 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 decelerate 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, Akastor’s
portfolio companies may still benefit
from sustained oshore upstream
investments.
Through its holding in HMH, Akastor
has significant exposure to the drilling
sector. In 2024, the oshore 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 rates 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 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, contribute to uncertainty in
global markets. Additionally, the
potential introduction of increased
import taris 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 conditions, 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 will be essential for
success.
ANNUAL REPORT 2024PAGE 10
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
ANNUAL REPORT 2024PAGE 10
The Akastor Portfolio
HMH
HMH was established in October
2021 following the merger between
MHWirth (previously 100 percent
owned by Akastor) 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 Figures
1)
Amounts in USD million
Revenue
EBITDA (adj)
)
EBITDA
Order intake
Equipment backlog
)
NIBD (incl. shareholder loans)
1. The figures are presented on 100% basis
2. EBITDA (adj) excludes non-recurring expenses or costs defined as
outside of normal company operations
3. Equipment backlog defined as order backlog within Projects,
Products and Other
HMH 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 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 drilling
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 totalled 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 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 11
due to higher gross margins within
Projects, Products, and Other, as
certain legacy projects were phased
out.
Revenues from Projects, 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 Aermarket Services
totalled USD 366 million in 2024, up
from USD 329 million in 2023, driven
by an increase in contract service
agreements and 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 aributed to flat rig activity
and restrained customer spending.
Total order intake for HMH was
USD 793 million in 2024, down from
USD 826 million in 2023, primarily
driven by lower intake within
Aermarket Services and Spares as
rig activity flaened. 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 years have boosted
oshore drilling activity, driving up
utilization rates, dayrates, and HMH’s
aermarket 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
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 announced that
it had submied a dra registration
statement with the U.S. Securities
and Exchange Commission (“SEC”)
relating to a proposed initial public
oering. This filing represents the
first step of a possible US listing of
HMH. The size and price range for
the proposed oering have not yet
been determined. The initial public
oering 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 operations.
The company has a significant
installed base of automated floor
wrenches and catwalks, and the
transaction marked an important
step in HMH’s growth strategy,
expanding onshore capabilities
and improving drilling safety and
performance.
In October, Mr. Daniel “Dan” W.
Rabun was appointed Chairman of
the Board 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. HMH will
continuously assess a potential
U.S. initial public oering, 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 12
AKOFS Oshore
AKOFS Oshore is a provider of vessel-
based subsea well installation and
intervention services to the oil and gas
industry. The company operates three
specialized oshore vessels, AKOFS
Santos, Aker Wayfarer and AKOFS
Seafarer, and employed 360 people as
per the end of 2024.
Per year end 2024, Akastor owned 50
percent of the shares in AKOFS Oshore,
with the remaining shares owned by
Mitsui & Co and Mitsui O.S.K. Lines, each
with 25 percent. Akastor’s holding was
increased to 66.7 percent in the first
quarter of 2025 (see Subsequent Events).
AKOFS Oshore remains classified as
a joint venture and accounted for using
the equity method in the consolidated
financial statements.
The company’s 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 2024, both AKOFS Santos and
Aker Wayfarer continued to operate
on its contracts with Petrobras in Brazil
for subsea equipment installation
work aer both vessels commenced
new contracts in 2023. Total revenue
utilization for Aker Wayfarer ended the
year at 96 percent, while AKOFS Santos
reported 78 percent. The utilization on
AKOFS Santos was aected by certain
operational challenges, especially
aecting operations in the first half of
the year. Utilization in the laer half was
89 percent, and as such showed clear
signs of improvement.
AKOFS Seafarer continued to operate
on its five-year contract 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 Figures
1)
Amounts in USD million
Revenue and other income 139 130
EBITDA 39 33
EBIT (2) (7)
CAPEX and R&D capitalization 6 12
NCOA 10 16
Net capital employed 271 334
Order intake 296 -
Order backlog 506 363
1. The figures are presented at 100 percent basis.
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
ANNUAL REPORT 2024PAGE 13
utilization ended at around 91 percent.
As last year, utilization was aected
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 equipment. 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 results. The option period is
estimated to commence in late Q4
2025, aer the vessel has completed
its customary Special Periodic Survey
(SPS) and in direct continuation of the
current contract period.
AKOFS Oshore was for a period
aected by relatively low investment
levels among oil companies which
resulted in limited prospects available
for the company which again has had
a concrete eect on current contract
terms for the various vessels. AKOFS
Oshore’s earnings are currently
aected by the historic day rates
on the various contracts. Based
on current market conditions, both
AKOFS Oshore and Akastor believe
that there is potential to increase
revenues and earnings through
improved contract terms aer 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 Oshore
will continue 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 Oshore is also
continuously evaluating opportunities
to grow through further leveraging
its competencies within subsea 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 14
DDW Oshore
DDW Oshore owns three mid-sized
Anchor Handling Tug Supply (AHTS)
vessels, Skandi Peregrino, Skandi
Atlantic and Skandi Emerald. Akastor
holds 100 percent of the shares in the
company.
DDW Oshore 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 million 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 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
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 its Special
Periodic Survey in the spring, aer
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
Oshore secured a new 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 Oshore
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
charterer’s consent.
Looking ahead, DDW Oshore 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 visibility, with
around 80 percent revenue coverage
for 2025. Akastor remains flexible
regarding its investment in DDW
Oshore and will continue evaluating
further asset sales versus operational
cash flow from holding the investment.
Key Figures
Amounts in NOK million
Revenue and other income 278 231
EBITDA 91 84
EBIT 68 67
NCOA 25 32
Net capital employed 415 263
ANNUAL REPORT 2024
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
PAGE 15
Other Holdings
Other Holdings per end of 2024
include around 15 percent economic
interest of NES Fircro, 1.3 percent
shareholding in Odfjell Drilling,
4.7 percent shareholding in ABL
Group, 36 percent shareholding in
Føn 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 with Jurong
Shipyard (the DRU contracts), as
well as corporate functions and
certain oce lease commitments.
During 2024, the DRU contracts
was finally seled and concluded
through the arbitration process.
Total EBITDA for Other Holdings
for the year was positive NOK 558
million, driven by the arbitration
Key Figures
Amounts in NOK million 2024 2023
Revenue and other income 644 51
EBITDA 558 (87)
EBIT 553 (98)
NCOA (109) 236
Net capital employed 891 960
Group Financial Performance
Akastor presents its consolidated
financial statements in accordance
with the International Financial
Reporting Standards (IFRS) as
adopted 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 Akastor’s
total net 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 aected by other
income of NOK 630 million related
to DRU arbitration award received.
Operating 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 included 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 measured
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
by increasing value related to NES
Fircro 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. Akastor’s share of net loss from
the equity-accounted investments is
NOK 1 million, compared to net loss
of NOK 363 million in 2023, mainly
related to net profit in HMH, oset by
net loss in AKOFS Oshore.
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 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 Position
Total assets of Akastor amounted to
NOK 6.7 billion as of 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. 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 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 cash flow from operating activities
in 2024 was positively aected 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
activities 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 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 Events
In the first quarter of 2025, Akastor
and Mitsui O.S.K. Lines, Ltd. (MOL)
completed the acquisition of Mitsui
& Co., Ltd.’s (Mitsui) entire interest
in AKOFS Oshore, including both
equity and shareholder loans.
As a result, Akastor increased its
ownership stake in AKOFS Oshore
from 50% to 66.7%, while MOL now
holds the remaining 33.3%. AKOFS
Oshore remains classified as a
joint venture and will continue to
be accounted for using the equity
method in Akastor’s consolidated
financial statements.
In March 2025, DDW Oshore, 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 charterer’s 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 appropriate.
ANNUAL REPORT 2024PAGE 17
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Parent Company and
Allocation of Net Profit
The parent company Akastor ASA
is the ultimate parent company in
the Akastor group. Akastor ASA has
outsourced all management functions
to other 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 company’s dividend policy
states that Akastor’s shareholders
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
company’s M&A activities, 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 Management
Akastor and its portfolio companies
are exposed to various forms of
market, operational and financial risks
that may aect their performance,
strategic goals and reputation.
Akastor’s risk management model is
designed on the basis that Akastor
is an investment company with
an overall objective of securing
its shareholders’ investments and
developing the group’s 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
Akastor’s portfolio of holdings is
primarily focused on the oilfield
services industry, leveraging the
company’s 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 geopolitical 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 shis in transaction
plans. As an investment company,
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 shiing investor
sentiment can make transactions
more challenging to execute.
Operational risks are primarily
mitigated at the portfolio company
level through securing new orders
and securing sound project
execution. Akastor monitors these
eorts in line with its corporate
governance principles, mainly
through board participation in each
portfolio company. Risks associated
with divestments, mergers,
acquisitions, and other transactions
are managed and overseen by
Akastor’s 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 discussion of these risks
can be found in Note 23 Financial
risk management in the group’s
consolidated financial statements.
PAGE 18
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
ANNUAL REPORT 2024
Environmental, Social and
Governance
Akastor ASA is subject to annual
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
Akastor’s website www.akastor.com.
The Akastor Sustainability report also
includes Akastor’s reporting adhering
to the Transparency Act, a Norwegian
legislation, which requires companies
to promote respect for human rights
and decent working conditions.
Research, Innovation and
Technology Development
All research, innovation and
development initiatives are
performed by the Akastor portfolio
companies. Akastor ASA and its
consolidated entities performed no
such activity in 2024.
The goal of financial risk
management is to minimize adverse
eects on Akastor’s financial position.
In 2024, Akastor’s financial standing
improved significantly, resulting in a
cash-positive status and reduced
reliance on external financing.
Consequently, financing and credit
risks have been reduced, with
primary remaining credit exposure
linked to financing arrangements
within its holdings, such as DDW
Oshore’s guarantee exposure and
AKOFS Santos financing.
Integrity Risks
All Akastor portfolio companies use
education and training to manage
integrity risks. Employees must
complete annual Code of Conduct
training. Managers and oce-
based sta 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 representatives 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 breaches and encouraged to
report compliance concerns.
Climate Risks
The primary climate-related risks
that Akastor faces stem from the
oil service industry’s 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 monitored and
managed, reference is made to the
2024 Sustainability Report which is
issued as a separate document.
D&O insurance
The directors and ocers of Akastor
companies are covered under a
Director & Ocer’s Liability Insurance
(D&O). The insurance covers personal
legal liabilities including defence- and
legal costs. The ocers 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 Teams
Akastor is commied to 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 ASA’s
board comprised eight directors
inclusive three employee-
elected directors. Two of the five
shareholder-elected directors are
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 significant
dierences 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 2024
Corporate Governance
Corporate governance is a
framework of values, responsibilities
and 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 commiee
supports the board in safeguarding
that the company has internal
procedures and systems in place to
ensure that corporate governance
processes are eective. Akastor’s
corporate governance principles are
based on the Norwegian Code of
Practice for Corporate Governance
and are designed to secure the
shareholders’ investment through
value creation and to ensure good
control with the portfolio companies.
The corporate governance principles
are included in this annual report and
available on the company’s website
www.akastor.com.
Fornebu, March 25, 2025
Board of Directors of Akastor ASA
Frank O. Reite
Chairperson
Kathryn M. Baker
Director
Lone Fønss Schrøder
Deputy Chairperson
Svein Oskar Stoknes
Director
Luis Antonio G. Araujo
Director
Henning Jensen
Director
Asle Christian Halvorsen
Director
Stian Sjølund
Director
Karl Erik Kjelstad
CEO
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
ANNUAL REPORT 2024PAGE 20
The board and CEO have today 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 group’s CEO and/or on the results
of the group’s activities, as well as other information that is essential to assess the group’s 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.
• The information provided in the financial statements gives a true and fair portrayal of the group and its parent company’s 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 position 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 ASA
Declaration by the Board
of Directors and CEO
Frank O. Reite
Chairperson
Kathryn M. Baker
Director
Lone Fønss Schrøder
Deputy Chairperson
Svein Oskar Stoknes
Director
Luis Antonio G. Araujo
Director
Henning Jensen
Director
Asle Christian Halvorsen
Director
Stian Sjølund
Director
Karl Erik Kjelstad
CEO
PAGE 21
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
ANNUAL REPORT 2024
Corporate Governance
Statement
Corporate 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 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
Report
Basis for this Report
The corporate governance principles
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 Børs (the
stock exchange 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 Børs Rulebook II
may be found at www.euronext.com.
Norwegian laws and regulations are
available at www.lovdata.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 the 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
governance statement.
Governance Structure
Akastor 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, Akastor’s
portfolio consists of DDW Oshore,
50 percent of the shares in HMH,
50 percent of the shares in AKOFS
Oshore (which was increased to
66.7 percent in the first quarter
of 2025), 15 percent economic
ownership in NES Fircro, 36 percent
of shares in Føn Energy Services,
in addition to other holdings and
investments, with a total net capital
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 implement sound
corporate governance. The
board of directors evaluates this
corporate governance statement
on an annual basis. The board’s
audit commiee also evaluates the
corporate governance statement
as well as other key policies and
procedures pertaining to compliance
and governance. Compliance
with, and implementation of these
corporate governance guidelines are
continuously evaluated by the board
and said commiee; inter alia by
way of the board being the decisive
body for the company’s defined
management and reporting structure,
which include regular reporting.
Policies and Procedures
Akastor has a total 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 provide instructions and
expectations that apply to the
portfolio companies and to individual
employees in order to ensure that the
group’s operations are in compliance
with internal and external regulatory
framework. In addition, the portfolio
companies are independent and
self-sucient entities that implement
their own governance model and
policies specific to their business.
Values and Code of Conduct
Akastor 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 models of the
portfolio companies, capitalize on
their market positions and promote
aersales 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.
ANNUAL 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 social development
through responsible business
practices. The company’s 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 Akastor’s 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 draed on the
basis of these core corporate values.
2. Business
The objectives of the company, as
defined in its articles of association,
are «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 www.akastor.com.
The principal strategies of the
group are presented in the annual
report. To ensure value 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 strategies of the company,
and any changes thereto is disclosed
to the market in the context of the
company’s quarterly reporting and in
designated market presentations as
well as at www.akastor.com.
Corporate Responsibility
Akastor takes an active approach to
corporate responsibility. Corporate
responsibility in Akastor 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 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. Akastor’s
primary stakeholders are the
shareholders (existing and potential),
customers of its portfolio companies
and employees of the Akastor group.
Akastor has an ongoing stakeholder
dialogue, media analysis and investor
presentations, which provide
important input to Akastor’s work on
corporate responsibility topics. All our
portfolio companies are expected
to ensure integration of stakeholder
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 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 against 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
the corporate responsibility eorts 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 company’s annual report for 2024.
3. Equity and Dividends
Equity
The management and the board
regularly monitor that the group’s
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 management
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 Policy
The general meeting is the decisive corporate
body for dividend decisions. At the annual
general meeting, there 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 Akastor’s
shareholders shall receive a competitive
return 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 company’s
M&A activities, expected cash flow, capital
expenditure plans, financing requirements
and appropriate financial flexibility.
Authorizations for the Board of Directors
Proposals 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 acquisitions of
companies, and shall remain in eect until
the next annual general meeting.
The company’s 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 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 shares 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 board’s authorizations to
purchase treasury shares are valid for the
period until the date of the annual general
meeting in 2025. No shares were 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’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 aorney 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 Programs
There are currently no active share
purchase programs in place in Akastor.
4. Equal Treatment of Shareholders
and Transactions with Related Parties
The 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 existing 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 eected via
Oslo Børs.
The largest shareholder of Akastor, Aker
Holding AS, is wholly-owned by Aker ASA,
which in turn is controlled by Kjell Inge
Røkke 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 an active owner and is
actively involved in maers of importance
to Akastor and to all shareholders.
The cooperation with Aker ASA oers
Akastor access to special know-how and
resources within strategy, transactions
and funding. Moreover, Aker ASA oers
network and negotiation resources from
which Akastor benefits in various contexts.
This complements and strengthens
Akastor without curtailing the autonomy
of the group. It may be necessary to oer
Aker ASA special access to commercial
information in connection with such
cooperation. Any information disclosed
to Aker ASA’s representatives in such
a 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 CORPORATE 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 arm’s length
principles.
In the event of 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 company’s
business, the board of directors
shall arrange for an independent
assessment. The same shall,
generally speaking, apply to 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 Shares
The shares are listed on the Oslo
Børs and are freely transferable. No
transferability restrictions are laid
down in the articles of association.
There are no restrictions on the
party’s ability to own, trade or vote for
shares in the company.
6. General Meetings
Attendance, Agenda and Voting
The general meetings in Akastor will
be conducted electronically. The
decision to hold virtual meetings
without the possibility to aend a
physical meeting, is partly due to the
requirements in the Public Limited
Liability Companies Act section
5-8, third paragraph, leer b, and
partly for practical considerations.
The shareholders 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 wrien
questions, and vote on each of the
items. The company encourages
shareholders to aend 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 on the agenda, including the
recommendation of the nomination
commiee, will be made available on
the company’s website no later than
21 days prior to the general meeting.
The articles of association of the
company stipulate that documents
pertaining to maers to be deliberated
by the general meeting shall only be
made available on the company’s
website, and not normally be sent
physically by post to the shareholders
unless required by statute.
The following maers are typically
decided at the annual general
meeting, in accordance with the
articles of association of Akastor ASA
and Norwegian background law:
• Election of the nomination
committee and stipulation of the
nomination committee’s 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 auditor’s fee;
• approval of any 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,
including 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
aendance is as close to the general
meeting as possible. Information
concerning both the registration
procedure, online 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 2024PAGE 26
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Chairperson
The 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 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 chairing
the general meeting also simplifies
the preparations for the general
meetings significantly.
Election of Directors
It is a priority for the nomination
commiee that the board of directors
shall work in the best possible
manner as a team, and that the
background and competence of
the directors shall complement
each other. As a consequence, the
nomination commiee will propose
that the shareholders are invited to
vote on the full board composition
proposed by the nomination
commiee as a group, and not on
each director separately. Hence,
Akastor deviates from the Code of
Practice stipulating that one should
make «appropriate arrangements
for the general meeting to vote
separately on each candidate
nominated for election to the
company’s corporate bodies».
Minutes
Minutes of general meetings will be
published as soon as practicable
on the announcement system of
Oslo Børs, www.newsweb.no (ticker:
AKAST), and at www.akastor.com.
7. Nomination Committee
The articles of association stipulate
that the company shall have
a nomination commiee. The
nomination commiee shall have
no less than three members, who
shall normally serve for a term of two
years. The current members of the
nomination commiee are Ingebret
G. Hisdal (chairperson), Charloe
Håkonsen, Kjetil E. Stensland and
Hilde K. Ramsdal (deputy member).
Hisdal, Håkonsen and Stensland were
re-elected in 2024 for a new term of
two years, whilst Ramsdal will be up
for re-election this year. Charloe
Håkonsen and Hilde K. Ramsdal are
employed by Aker ASA. No members
of the nomination commiee are
employed by, or directors of, Akastor.
The majority of the members of
the nomination commiee are
independent of both Akastor’s
board of directors and the executive
management of the company.
The commiee’s recommendations
(relating to particularly the board of
directors and their remuneration)
shall address how the new board
candidates will aend 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
commiee shall reflect the interests
of all shareholders and ensure
independence from the board
of directors and the executive
management. The members and
the chairperson of the nomination
commiee are appointed by the general
meeting, which also determines the
remuneration of the commiee.
The annual general meeting in 2024
approved updated instructions for
the nomination commiee governing
the duties of the nomination
commiee. According to these
instructions, the commiee shall
emphasize that candidates for
the board have the necessary
experience, competence, and
capacity to perform their duties in a
satisfactory manner. A reasonable
representation with regard to gender
and background should also be
emphasized.
The chairperson of the nomination
commiee has the overall
responsibility for the work of the
commiee. In the exercise of its
duties, the nomination commiee may
contact, among others, shareholders,
the board, management, and
external advisors. The nomination
commiee shall also ensure that its
recommendations are endorsed by
the largest shareholders.
Information concerning the
nomination commiee and deadlines
for making suggestions or proposing
candidates for directorships will be
made available on the company’s
ANNUAL REPORT 2024PAGE 27
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
website, www.akastor.com when
there are candidates up for election.
8. Composition and
Independence of the Board of
Directors
Composition
The general meeting appoints the
board based on the proposal from
the nomination commiee, cf. the
Public Limited Liability Companies
Act section 6-3, first paragraph.
The proposal of the nomination
commiee will normally include a
proposed candidate for appointment
as chairperson of the board of
directors. The board of directors
appoints its own deputy chairperson.
According 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 company’s articles of association.
The articles of association of Akastor
stipulate that directors may be elected
for a period of one to three years.
Akastor’s articles 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 by and amongst the
employees.
Akastor has a long-standing tradition
of having employee representatives
on its board. However, given the
company’s 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 appointing employees from its
portfolio companies to the Akastor
board. Therefore, with eect from 25
March 2025 the company’s 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
decision-making within the boards of
directors of its portfolio companies
or other appropriate forums where
employees can actively engage in the
company’s decision-making process.
The company encourages the
directors to hold shares in the
company. The shareholdings of the
directors as of December 31, 2024 will
be set out in the 2024 remuneration
report. The chairperson Frank O.
Reite and the directors Lone Fønss
Schrøder, 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 the annual
report for 2024.
Independence
A 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
directors aims to ensure that the
interests of all shareholders are
aended 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 company’s
largest indirect shareholder, Aker ASA.
9. The Work of the Board of
Directors
Procedures
For 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 Ocer, which
govern areas of responsibility,
duties and the distribution of roles
between the board of directors, the
chairperson of the board of directors
and the Chief Executive Ocer. 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
Ocer to disclose information to
the board of directors, the duty of
confidentiality, etc. According to the
company’s 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 commiee
with the 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 Ocer and board of
directors ensuring that directors and
the Chief Executive Ocer 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 Ocer shall not participate
in the preparation, deliberation,
or resolution of any maers 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 maers. The relevant
board member or the Chief Executive
Ocer 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 maer at hand.
In general, as further stipulated
in Akastor’s 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 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 oen also
in cooperation with internal 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 are
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 chairperson 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 ocers and
employees of Akastor are concerned,
transactions with related parties
and conflicts of interest are
comprehensively addressed and
regulated in the group’s Code of
Conduct.
Meetings
The 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 board of
directors to deliberate and approve
material tenders to be submied by
the company or in relation to M&A
transactions. Whilst the deadlines for
such submission oen change, it is
dicult to fit this into the calendar of
ordinary board meetings.
The board of directors held eight
board meetings in 2024. The
aggregate aendance rate at the
board meetings was close to 100
percent.
The Matters Discussed by the Board
of Directors
The Chief Executive Ocer prepares
cases for deliberation by the board
of directors in cooperation with
the chairperson of the board.
Endeavours are made to prepare
and present maers 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
Ocer, ensure that its activities are
organized in a sound manner. 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 financial 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 Committee
Akastor will have an audit commiee
comprising two to four of the directors.
The audit commiee currently
comprises the directors Lone Fønss
Schrøder (chair), Kathryn M. Baker and
Henning Jensen. The audit commiee
is independent from the management.
At least one of the members of the
audit commiee shall have either
formal qualification within accounting
or auditing, or relevant experience
and skills within the same. Both
members Fønss Schrøder and Baker
have such relevant experience and
skills. The audit commiee has a
mandate and a working method
that complies with statutory
requirements. The audit commiee
mandate forms an integrated part
of the rules of procedures for the
board of directors. The commiee
will participate, on behalf of the board
of directors, in the quality assurance
of guidelines, policies, and other
governing instruments in Akastor.
The audit commiee performs a
qualitative review of the quarterly
and annual reports of Akastor,
including Akastor’s reporting on
sustainability and other non-financial
maers. Significant judgment calls
(uncertain estimates) made in the
financial statements in the quarter
are reviewed by the audit commiee.
The audit commiee further
supports the board of directors
in safeguarding the company’s
enterprise risk management, which
includes overseeing financial risks,
compliance risks as well as risks
related to sustainability and cyber
security. The audit commiee reviews
the status on internal controls
on an annual basis. In order to
safeguard appropriate processes
and assessments, the board’s audit
commiee shall also review major
M&A transactions as well as related
party transactions which are not part
of the company’s ordinary course of
business, unless such related party
transactions are immaterial.
Akastor currently has no
remuneration commiee as the
experiences from having such
showed more merit in discussing
maers comprised by this
commiee’s mandate with all
directors present. As of December
31, 2024, there are no other
board commiees than the audit
commiee. The board does not
envisage appointing any further
board commiees in 2025.
The board evaluates its performance
and qualification annually. A summary
of the evaluation was made available
to the nomination commiee.
10. Risk Management and
Internal Control
Governing Principles
The board of directors shall ensure
that Akastor has sound internal
control and systems for risk
management that are appropriate
in relation to the extent and nature
of the company’s activities. The
audit commiee supports the
board of directors in safeguarding
that the company has internal
procedures and systems that
ensure good corporate governance,
stakeholder engagement, eective
internal controls and proper risk
management, particularly in relation
to financial reporting. The Chief
Financial Ocer reports directly
to the audit commiee on maers
relating to financial reporting,
financial risks and internal controls.
Akastor has implemented an
internal system for reporting serious
maers such as breaches of ethical
guidelines and violations of the law,
which is also available to external
parties at www.akastor.com.
Risk Management
Akastor 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 company’s most
important 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 board’s risk 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 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 responsibility
under which the portfolio companies
are required to establish their own
risk management and internal control
systems. Akastor’s representatives
on boards of directors in the portfolio
companies seek to ensure that
the portfolio companies follow
the principles of sound corporate
governance.
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 matrix that forms part
of its governing documents where
authority is delegated to the Akastor
Chief Executive Ocer.
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 maers and cyber
security. The management’s 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 Akastor’s
investment directors and board
representatives. Management of
operational risk and risk related to
ESG and cyber 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.
Akastor’s management holds review
meetings with the management of
the dierent 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 an important foundation for
Akastor’s 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.
Akastor’s 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 board’s
annual risk review. The objective of
such exercise is to ensure that 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 ecient
manner and to focus its aention
on risks that are material on an
aggregated group level.
Prior to the board’s review of risk
reporting, the audit commiee
reviews the reported risks and
associated risk-reducing measures.
The audit commiee also reviews
the company’s in-house reporting
systems and internal control and
risk management and prepares the
board’s review of financial reporting.
Financial Reporting
The Akastor financial reporting
division reports to the Chief Financial
Ocer 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 financial
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 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, with focus on
important items involving estimate
and judgement, accounting for
significant transactions and other
topics relevant to the financial
reporting.
Non-Financial Reporting
The General Counsel is responsible
for the company’s reporting on non-
financial items. Non-financial maers
are reported to the Audit Commiee
on a quarterly basis, which includes
data sourced from Akastor’s
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 Akastor’s website.
Following recent regulatory updates
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
consolidated basis. Nonetheless,
Akastor maintains a structured
sustainability governance approach
and will continue to monitor reporting
obligations applicable to its portfolio
companies.
Other Reporting
In addition to the abovementioned
financial reporting, there are
regular business review and board
meetings 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 submied to
the board of directors. The quarterly
business update contains key
financial numbers, M&A updates,
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 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
Directors
The remuneration of the board
of directors will reflect its
responsibilities, know-how and
time commitment, as well as the
complexity of the business. The
remuneration will be proposed by
the nomination commiee 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 described in section 12 below.
Neither the directors, nor companies
with whom they are aliated, 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 remuneration shall be accepted
from anyone other than the company
or the relevant group company in
connection with such duties.
12. Remuneration of Executive
Personnel
The board of directors has
adopted designated guidelines
for the remuneration of executive
management pursuant to the
provisions of section 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 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
www.akastor.com and subject to an
advisory vote at the annual general
meeting 2025.
13. Information and
Communication
Akastor has no option schemes or
option programs for the allotment
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CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
of shares to employees. The Chief
Executive Ocer determines
the remuneration of executive
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 company has adopted a
designated communications and
investor relations policy which covers,
among other things, guidelines
for the company’s contact with
shareholders other than through
general meetings.
The company’s reporting of financial
and other information is based on
openness and the equal treatment
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 shall
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 Aker 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 company’s website,
and stock exchange announcements
are also available at www.newsweb.
no. The company holds open
presentations in 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 www.
akastor.com.
14. Take-overs
The overriding principle for Akastor
is equal treatment 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
company’s business activities are not
disrupted unnecessarily. In a take-
over situation, the board will have a
particular responsibility to ensure
that shareholders are given sucient
information and time to form a view
of the oer.
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
represents a deviation from the Code
of Practice.
15. Auditors
The external auditor presents a plan
for the performance of the audit work
to the audit commiee annually. In
addition, the auditor provides the
audit commiee with an annual
wrien confirmation to the eect
that the independence requirement
is met. The auditor aends all audit
commiee 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
commiee. The external auditor also
aends the board meeting where
the annual financial statements 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 aendance.
The board’s audit commiee
stipulates guidelines on the
scope for using the auditor for
services other than auditing and
makes recommendations to the
board of directors concerning the
appointment of the external auditor
and the approval of the auditor’s
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 to the
consolidated financial statements
for the group and are also reported
to the general meeting. The auditor’s
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
Financials and Notes
Akastor Group
Consolidated income statement
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flow
General
Note Corporate information
Note Basis for preparation
Note Significant accounting policies
Note Significant accounting estimates
and judgements
Performance of the year
Note Operating segments
Note Revenue and other income
Note Other operating expenses
Note Finance income and costs
Note Income tax
Note Earnings per share
Assets
Note Property, plant and equipment
Note Equity-accounted investments
Note Other investments
Note Interest-bearing receivables
Note Trade and other receivables
Note Liquidity fund investment
Equity and liabilities
Note Capital and reserves
Note Borrowings
Note Employee benefits – pension
Note Other liabilities
Note Trade and other payables incl. provisions
Financial risk management
Note Capital management
Note Financial risk management and exposures
Note Financial instruments
Other
Note Leases
Note Discontinued operations
and disposal of subsidiaries
Note Group companies
Note Related parties
Note Events aer the reporting period
ANNUAL REPORT 2024PAGE 34
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Akastor Group | Consolidated income statement
For the year ended December 31
Amounts in NOK million Note 2024 2023
Revenue and other income 5, 6 922 282
Cost of goods and services (196 ) (163 )
Other operating expenses 7 (78 ) (121 )
Operating expenses (274 ) (284 )
Operating profit before depreciation, amortization and impairment 648 (2 )
Depreciation and impairment loss 11, 25 (27 ) (28 )
Operating profit (loss) 621 (31 )
Finance income 1 200 259
Finance expenses (114 ) (209 )
Impairment loss on debt instruments (80 ) (40 )
Net finance income and costs 8 1 006 10
Share of net profit (loss) from equity-accounted investments 12 (1 ) (363 )
Profit (loss) before tax 1 626 (384 )
Income tax benefit (expense) 9 (3 ) -
Profit (loss) from continuing operations 1 623 (384 )
Profit (loss) from discontinued operations (net of income tax) 26 30 122
Profit (loss) for the period 1 653 (262 )
Profit (loss) for the period attributable to:
Equity holders of the parent company 1 653 (264 )
Non-controlling interests - 3
Basic / diluted earnings (loss) per share (NOK) 10 6.08 0.97
Basic / diluted earnings (loss) per share continuing operations (NOK) 10 5.96 1.42
Basic / diluted earnings (loss) per share discontinued operations (NOK) 10 0.11 0.45
ANNUAL REPORT 2024PAGE 35
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Akastor Group | Consolidated statement of comprehensive income
For the year ended December 31
Amounts in NOK million Note 2024 2023
Profit (loss) for the period 1 653 (262 )
Other comprehensive income
Currency translation differences - foreign operations 315 97
Currency translation differences, reclassification to income statement upon disposal - (2 )
Share of OCI from equity-accounted investments 12 (160 ) 37
Total items that may be reclassified subsequently to profit or loss, net of tax 154 131
Remeasurement gain (loss) net defined benefit liability 19 (3 ) (8 )
Share of OCI from equity-accounted investments 12 3 1
Total items that will not be reclassified to profit or loss, net of tax (1 ) (7 )
Total other comprehensive income, net of tax 154 124
Total comprehensive income (loss) for the period, net of tax 1 807 (137 )
Attributable to:
Equity holders of the parent company 1 807 (140 )
Non-controlling interests - 3
ANNUAL REPORT 2024PAGE 36
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Akastor Group | Consolidated statement of financial position
As of December 31
Amounts in NOK million Note 2024 2023
Property, plant and equipment 11 390 231
Right-of-use assets 25 9 7
Equity-accounted investments 12 3 733 3 439
Other investments 13 1 251 1 051
Non-current interest-bearing receivables 14 485 550
Other non-current assets 1 1
Total non-current assets 5 868 5 279
Inventories 12 5
Trade and other receivables 15 95 601
Current finance lease receivables 25 - 19
Current interest-bearing receivables 14 304 -
Liquidity fund investment 16 376 -
Cash and cash equivalents 47 144
Total current assets 835 769
Total assets 6 704 6 048
Amounts in NOK million Note 2024 2023
Issued capital incl. treasury shares 17 161 161
Other capital paid in 1 541 1 541
Reserves and retained earnings 4 156 2 267
Equity attributable to equity holders of the parent company 5 859 3 970
Total equity 5 859 3 970
Non-current borrowings 18 292 236
Non-current lease liabilities 25 5 2
Employee benefit obligations 19 76 82
Other non-current liabilities 20 195 255
Total non-current liabilities 568 575
Current borrowings 18 82 1 133
Current lease liabilities 25 4 32
Trade and other payables incl. provisions 21 191 339
Total current liabilities 277 1 504
Total liabilities 845 2 078
Total equity and liabilities 6 704 6 048
Fornebu, March 25, 2025 I Board of Directors of Akastor ASA
Frank O. Reite
Chairperson
Asle Christian Halvorsen
Director
Lone Fønss Schrøder
Deputy Chairperson
Stian Sjølund
Director
Svein Oskar Stoknes
Director
Karl Erik Kjelstad
CEO
Kathryn M. Baker
Director
Luis Antonio G. Araujo
Director
Henning Jensen
Director
ANNUAL REPORT 2024PAGE 37
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Akastor Group | Consolidated statement of changes in equity
Amounts in NOK million
Share
capital
Treasury
shares
Other capital
paid in
Hedging
reserve
1)
Fair value
reserve
1)
Currency
translation
reserve
1)
Retained
earnings
Equity attributable
to equity holders of
the parent company
Non-controlling
interests (NCI) Total equity
2023
Equity as of January 1, 2023 162 (1 ) 1 540 (8 ) (72 ) (16 ) 2 453 4 056 36 4 092
Profit (loss) for the period - - - - - - (264 ) (264 ) 3 (262 )
Other comprehensive income - - - 15 - 116 (7 ) 124 - 124
Total comprehensive income - - - 15 - 116 (271 ) (140 ) 3 (137 )
Treasury share transactions - - 2 - - - - 2 - 2
Share-based payments in joint ventures - - - - - - 52 52 - 52
Disposal of subsidiaries - - - - - - - - (39 ) (39 )
Equity as of December 31, 2023 162 (1 ) 1 541 7 (72 ) 100 2 234 3 970 - 3 970
2024
Profit (loss) for the period - - - - - - 1 653 1 653 - 1 653
Other comprehensive income - - - (18 ) - 172 (1 ) 154 - 154
Total comprehensive income - - - (18 ) - 172 1 652 1 807 - 1 807
Equity-settled share-based payments - - - - - - 5 5 - 5
Other equity changes in joint ventures - - - - - - 78 78 - 78
Equity as of December 31, 2024 162 (1 ) 1 541 (11 ) (72 ) 272 3 969 5 859 - 5 859
1) See Note 17 Capital and reserves
ANNUAL REPORT 2024PAGE 38
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Akastor Group | Consolidated statement of cash flow
For the year ended December 31
Amounts in NOK million Note 2024 2023
Cash flow from operating activities
Profit (loss) for the period - continuing operations 1 623 (384 )
Profit (loss) for the period - discontinued operations 30 122
Profit (loss) for the period 1 653 (262 )
Adjustments for:
Income tax expense (benefit) 3 -
Net interest cost and unrealized currency (income) loss (26 ) 99
Depreciation and impairment loss 11, 25 27 33
(Gain) loss on disposal of subsidiaries (30 ) (126 )
(Gain) loss on disposal of assets - 2
(Profit) loss from equity-accounted investments 12 1 363
Other non-cash effects (218 ) (106 )
Changes in net working capital (279 ) (191 )
Cash generated from operating activities 1 132 (188 )
Dividend received 9 4
Interest paid (176 ) (237 )
Interest paid for leases (1 ) (3 )
Interest received 817 118
Interest received for leases 1 12
Income taxes paid (3 ) (2 )
Net cash from operating activities 1 779 (296 )
Amounts in NOK million Note 2024 2023
Cash flow from investing activities
Acquisition of property, plant and equipment 11 (149 ) (9 )
Payments for capitalized development - (4 )
Payments related to sale of subsidiaries from prior years (183 ) (54 )
Funding to equity-accounted investments (81 ) (119 )
Net changes in liquidity fund investments (366 ) -
Proceeds from other investments - 216
Proceeds from finance lease receivables 19 211
Net cash flow from other investing activities (1 ) (5 )
Net cash from investing activities (761 ) 236
Cash flow from financing activities
Proceeds from borrowings 18 249 507
Repayment of borrowings 18 (1 350 ) (382 )
Payment of lease liabilities (31 ) (41 )
Net cash used in financing activities (1 132 ) 85
Effect of exchange rate changes on cash and bank deposits 16 -
Net increase (decrease) in cash and bank deposits (98 ) 25
Cash and cash equivalents at the beginning of the period 144 119
Cash and cash equivalents at the end of the period 47 144
Of which is restricted cash - -
The statement included cash flows from discontinued operations prior to the disposal.
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CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Financials and Notes
Akastor ASA
Akastor ASA | Income statement
Akastor ASA | Statement of financial position
Akastor ASA | Statement of cash flow
Note Accounting principles
Note Operating revenue and expenses
Note Net financial items
Note Income tax
Note Investments in group companies
Note Receivables and borrowings, group companies
Note Liquidity fund investment
Note Shareholders’ equity
Note Borrowings
Note Guarantees
Note Financial risk management
Note Related parties
Note Shareholders
Akastor ASA | Income statement
For the year ended December 31
Amounts in NOK million Note 2024 2023
Operating revenue 2 2 9
Operating expenses 2 (39) (41)
Operating profit (loss) (37) (32)
Net financial items 3 968 (256)
Profit (loss) before tax 930 (288)
Income tax benefit (expense) 4 324 4
Profit (loss) for the period 1 254 (285)
Profit (loss) for the period distributed as follows
Other equity 1 254 (285)
Profit (loss) for the period 1 254 (285)
ANNUAL REPORT 2024PAGE 81
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Akastor ASA | Statement of financial position
As of December 31
Amounts in NOK million Note 2024 2023
Assets
Deferred tax assets 4 31 16
Investments in group companies 5 4 298 3 990
Non-current interest-bearing receivables on group companies 6 500 500
Other non-current interest-bearing receivables 1 1
Total non-current assets 4 830 4 506
Current interest-bearing receivables on group companies 6 6 143
Other receivables 13 9
Liquidity fund investment 7 376 -
Cash in cash pool system 6 2 -
Total current assets 397 152
Total assets 5 227 4 658
Amounts in NOK million Note 2024 2023
Equity and liabilities
Issued capital 162 162
Treasury shares (1) (1)
Share premium 2 000 2 000
Other paid in capital 2 007 2 007
Other equity 742 (512)
Total equity 8 4 910 3 656
Borrowings, external 9 (3) -
Total non-current liabilities (3) -
Borrowings, external 9 - 962
Current borrowings from group companies 6 280 -
Other liabilities to group companies 6 37 39
Other current liabilities 2 2
Total current liabilities 320 1 003
Total liabilities 317 1 003
Total equity and liabilities 5 227 4 658
Fornebu, March 25, 2025 I Board of Directors of Akastor ASA
Frank O. Reite
Chairperson
Asle Christian Halvorsen
Director
Lone Fønss Schrøder
Deputy Chairperson
Stian Sjølund
Director
Svein Oskar Stoknes
Director
Karl Erik Kjelstad
CEO
Kathryn M. Baker
Director
Luis Antonio G. Araujo
Director
Henning Jensen
Director
ANNUAL REPORT 2024PAGE 82
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Akastor ASA | Statement of cash flow
For the year ended December 31
Amounts in NOK million Note 2024 2023
Profit (loss) before tax 930 (288)
Adjustments:
Dividend from group companies 3 (1 003) -
Non-cash impairment 3 - 204
Net interest cost and unrealized currency (income) loss 97 106
Profit (loss), net of adjustments 25 21
Changes in net operating assets (4) (3)
Net external interest paid (37) (65)
Net cash from operating activities (16) (46)
Net change in liquidity fund investment (366) -
Dividend received from group companies 1 003 -
Net cash from investing activities 637 -
Amounts in NOK million Note 2024 2023
Proceeds from borrowings 249 110
Repayment of borrowings (1 250) (94)
Changes in borrowings from group companies 417 -
Change in overdraft cash pool (24) 8
Net cash from financing activities (608) 25
Effect of exchange rate changes on cash and cash deposits (11) 11
Net increase (decrease) in cash and bank deposits 2 (11)
Cash in cash pool system at the beginning of the period - 11
Cash in cash pool system at the end of the period
1)
6 2 -
1) Unused commied credit facilities amounted to NOK 340 million as of December 31, 2024 (NOK 335 million in 2023).
ANNUAL REPORT 2024PAGE 83
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Note 1 | Accounting principles
Akastor ASA (the parent company) is a company domiciled in Norway. The financial
statements are presented in conformity with Norwegian Accounting Act and Norwegian
generally accepted accounting principles (NGAAP).
Revenue recognition
Operating revenue mainly comprise parent company guarantees (PCG) recharged to entities
within the group. The revenue is recognized over the guarantee period.
Investments in subsidiaries
Investments in subsidiaries are measured at cost in the parent company accounts, less
any impairment losses. The investments are impaired to fair value if the impairment is not
considered temporary. Impairment losses are reversed if the basis for the impairment loss is
no longer present. Investments in subsidiaries and associates are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may
exceed the fair value of the investment.
Dividends, group contributions and other distributions from subsidiaries are recognized as
income the same year as they are recognized in the financial statement of the provider. If
the dividends or group contributions exceed withheld profits after the acquisition date, the
excess amount represents repayment of invested capital, and is recognized as a reduction
of carrying value of the investment.
Classification
Current assets and current liabilities include items due within one year or items that are
part of the operating cycle. Other balance sheet items are classified as non-current assets/
debts.
Non-current borrowings are presented as current if a loan covenant breach exists at
balance date. If a covenant waiver is approved subsequent to year-end and before the
approval of the financial statements, the liability is presented as non-current debt to the
extent maturity date is beyond one year.
Measurement of financial assets and liabilities
Financial assets and liabilities consist of interest-bearing receivables, trade and other
receivables, cash and cash equivalents, investment in liquidity fund, interest-bearing
borrowing and trade and other payables.
Investment in liquidity fund is measured at fair value based on quoted price.
Trade receivables and other receivables are recognized in the balance sheet at nominal
value less provision for expected losses.
Interest-bearing borrowings are initially recorded at transaction value less transaction costs.
Subsequent to initial recognition, these borrowings are measured at amortized cost with any
difference between cost and redemption value being recognized in the income statement
over the period of the borrowings on an effective interest basis.
Cash in cash pool system
Akastor ASA has a cash pool that includes the parent company’s cash as well as net
deposits from subsidiaries in the group cash pooling system owned by the parent company.
Correspondingly, Akastor ASA’s current debt to group companies will include their net
deposit in the group’s cash pool system.
Share capital
Costs for purchase of own shares including transaction costs are accounted for directly
against equity. Sales of own shares are performed according to stock-exchange quotations
at the time of award and accounted for as increase in equity.
Cash flow statement
The statement of cash flow is prepared according to the indirect method. Cash and cash
equivalents include cash, bank deposits and other short-term liquid investments.
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CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Functional currency and presentation currency
The parent company’s financial statements are presented in NOK, which is Akastor ASA’s
functional currency. All financial information presented in NOK has been rounded to the
nearest million (NOK million), except when otherwise stated. The subtotals and totals in
some of the tables in these financial statements may not equal the sum of the amounts
shown due to rounding.
Foreign currency
Transactions in foreign currencies are translated at the exchange rate applicable at the date
of the transaction. Monetary items in a foreign currency are translated to NOK using the
exchange rate applicable on the balance sheet date. Foreign exchange differences arising
on translation are recognized in the income statement as they occur.
Tax
Tax income (expense) in the income statement comprises changes in deferred tax. Deferred
tax is calculated as 22 percent of temporary differences between accounting and tax
values as well as any tax losses carry-forward at the year end. Net deferred tax assets are
recognized only to the extent it is probable that they will be utilized against future taxable
profits.
Note 2 | Operating revenue and expenses
Operating revenue comprises NOK 2 million in income from parent company guarantees
(NOK 9 million in 2023).
There are no employees in Akastor ASA and hence no salary or pension related costs and
also no loan or guarantees related to the executive management team. Group management
and corporate staff are employed by other Akastor companies and costs for their services
as well as other parent company costs are recharged to Akastor ASA.
NOK 3.7 million has been allocated to payable fees to the Board of Directors for 2024 (2023:
NOK 3.3 million). Shareholding of the Board of directors and CEO is described in Note 28
Related Parties in Akastor consolidated financial statements 2024. Remuneration to the
Board of directors and CEO is described in Remuneration Report 2024.
Fees to the auditors
Fees to the auditors for statutory audit amounted to NOK 1.2 million exclusive VAT (2023:
NOK 1.2 million).
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CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Note 3 | Net financial items
Amounts in NOK million 2024 2023
Interest income from group companies 60 56
Interest income, external 73 76
Dividends from group companies 1 003 -
Interest expense, external (100) (143)
Interest expense, related parties (16) (26)
Impairment of shares in group companies - (204)
Net foreign exchange gain (loss) (65) (14)
Other financial income (expenses) 12 (1)
Net financial items 968 (256)
Note 4 | Income tax
Amounts in NOK million 2024 2023
Calculation of taxable income
Profit (loss) before tax 930 (288)
Dividends from group companies (1 003) -
Impairment of shares in group companies - 204
Changes in timing differences (15) 5
Group contribution with tax effect 1 400 -
Generated (utilized) tax loss (1 312) 80
Taxable income - -
Taxable (deductible) temporary differences
Revaluation of investment measured at fair value 10 -
Capitalized borrowing costs 5 -
Interest deduction carry-forward (5) (5)
Tax loss carry-forward (261) (1 574)
Net temporary differences (251) (1 578)
Tax rate 22% 22%
Tax effects of temporary differences 55 347
Not recognized deferred tax assets
1)
(24) (332)
Deferred tax assets (liability) 31 16
Tax expense
Change in deferred tax 324 4
Income tax benefit (expense) 324 4
1) Deferred tax assets are not recognized when the management assesses that it is not probable that future taxable
profit will be available, against which the deductible temporary difference can be utilized.
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CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Note 5 | Investments in group companies
Amounts in NOK million
Registered
office
Share
capital
Number of
shares held
Percentage
owner- /
voting share 2024 2023
Akastor AS Fornebu, Norway 1 004 1 100% 2 986 2 678
Mercury Holdco AS Fornebu, Norway - 1 000 100% 1 312 1 312
Total 4 298 3 990
Financial information in group companies 2024 (unaudited)
Amounts in NOK million Akastor AS Mercury Holdco AS
Profit (loss) for the period (1) 106
Equity as of December 31 3 009 1 598
Note 6 | Receivables and borrowings, group companies
Amounts in NOK million 2024 2023
Group companies (borrowings) deposits in the cash pool system 282 (136)
Akastor ASA's net deposit (borrowings) in the cash pool system (280) 136
Cash in cash pool system 2 -
Non-current interest-bearing receivables on group companies 500 500
Current interest-bearing receivables on group companies
1)
6 143
Current borrowings from group companies
2)
(280) -
Net interest-bearing receivables on group companies 226 643
Other liabilities to group companies (37) (39)
Net non-interest bearing items on group companies (37) (39)
1) Includes group companies’ borrowings in the cash pool system
2) Relates to Akastor ASA’s net borrowings in the cash pool system
Interest-bearing receivables on and borrowings from group companies
Akastor ASA is the group’s central treasury function (Akastor Treasury) and enters into
borrowings and deposit agreements with group companies. Deposits and borrowings are
done at market terms and are dependent of the group companies’ credit rating and the
duration of the borrowings.
Cash pool arrangement
Akastor ASA is the owner of the cash pool system arrangements with DNB. The cash pool
systems cover a majority of the group geographically and assure good control and access
to the group’s cash. Participation in the cash pool is vested in the group’s policy and decided
by each company’s board of directors and confirmed by a statement of participation.
The participants in the cash pool system are jointly and severally liable and it is therefore
important that Akastor as a group is financially viable and can repay deposits and carry out
transactions. Any debit balance on a sub account can be set-off against any credit balance.
Hence, a debit balance represents a claim on Akastor ASA and a credit balance a borrowing
from Akastor ASA.
The cash pool system has a net cash of NOK 2 million as of December 31, 2024
(net overdraft of NOK 24 million in 2023).
ANNUAL REPORT 2024PAGE 87
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Note 7 | Liquidity fund investment
Amounts in NOK million 2024 2023
Liquidity fund investment 376 -
As of December 31, 2024, Akastor ASA has invested NOK 376 million in a liquidity fund. The
fund invests in short-term interest-bearing securities in NOK, i.e., certificates and bonds
issued by companies with investment grade rating and the public sector. The liquidity fund
cannot invest in securities with fixed interest rates longer than one year. The credit risk
is deemed to range from low to very low. The investment in liquidity fund is highly liquid
and convertible to cash on short notice. The rationale of the investment is to enhance the
return from surplus cash, compared to the interest rate in the cash pool. The investment is
measured at fair value.
Note 8 | Shareholders’ equity
Amounts in NOK million
Share
capital
Treasury
shares
Share
premium
Other paid
in capital
Retained
earnings Tota l
Equity as of January 1, 2023 162 (1) 2 000 2 005 (227) 3 939
Treasury shares transaction - - - 2 - 2
Profit (loss) for the period - - - - (285) (285)
Equity as of December 31, 2023 162 (1) 2 000 2 007 (512) 3 656
Profit (loss) for the period - - - - 1 254 1 254
Equity as of December 31, 2024 162 (1) 2 000 2 007 742 4 910
The share capital of Akastor ASA is divided into 274 000 000 shares with a nominal value
of NOK 0.592. The shares can be freely traded. See Note 13 Shareholders for an overview of
the company’s largest shareholders.
The number of treasury shares held by the end of 2024 was 1 813 974 (2023: 1 813 974). The
treasury shares are held for the purpose of being used for future awards under any share
purchase program for employees, as settlement in future corporate acquisitions or for other
purpose as decided by the board of directors.
ANNUAL REPORT 2024PAGE 88
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Note 9 | Borrowings
Amounts in NOK million Currency
Nominal
currency
value
Carrying
amount
(NOK) Maturity
Interest
terms
2)
2024
Revolving credit facility
(USD 30 million)
1)
USD - (3) June 2026
USD LIBOR +
margin 4.0 %
Total borrowings (3)
Non-current borrowings (3)
Total (3)
2023
Revolving credit facility
(USD 66 million) USD 60 616 June 2024
USD LIBOR +
margin 5.5 %
Revolving credit facility
(NOK 241 million) NOK 241 241 June 2024
NIBOR +
margin 5.5 %
Subordinated Aker facility
(NOK 375 million) NOK 82 82 July 2024
NIBOR +
margin 12%
Overdraft facility NOK - 24
Total borrowings 962
Current borrowings 962
Total 962
1) As of December 31, 2024, there was no draw on the revolving credit facilities and the carrying amount comprised
capitalized borrowing costs and accrued commitment fees.
2) Commitment fee is 40 percent of the margin.
Revolving credit facilities are provided by a bank syndicate consisting of high-quality
Nordic and international banks and DNB is acting as the agent. The terms and conditions
include restrictions which are customary for these kinds of facilities, including inter alia
negative pledge provisions and restrictions on acquisitions, disposals and mergers, dividend
distribution and change of control provisions.
In June 2024, the subordinated Aker facility was fully repaid and cancelled. In addition, the
agreement of bank revolving credit facilities was amended and extended upon receipt of
proceeds from DRU arbitration award. There are no significant amendments in the terms
and conditions and financial covenants. Under the loan agreements, the financial covenants
are a gearing ratio based on net debt/equity, an equity ratio based on equity/total assets
and a minimum liquidity amount.
• The company’s gearing ratio shall not exceed 0.5 times, calculated from the consolidated
total borrowings to the consolidated Equity.
• Equity ratio shall not be lower than 32.5%, calculated from the consolidated total equity to
consolidated total assets.
• Minimum liquidity amount shall exceed NOK 50 million on consolidated level.
The covenants are monitored on a regular basis by the Akastor Treasury department to
ensure compliance with the loan agreements which are tested and reported on a quarterly
basis. Akastor was in compliance with its covenants as of December 31, 2024.
Financial liabilities and the period in which they mature
Amounts in NOK million
Carrying
amount
Total
undiscounted
cash flow
1)
6 months
and less
6-12
months
2024
Revolving credit facility (USD 30 million) (3) 1 1 -
Total borrowings (3) 1 1 -
2023
Revolving credit facility (USD 60 million) 616 654 654 -
Revolving credit facility (NOK 241 million) 241 253 253 -
Subordinated Aker facility (NOK 375 million) 82 89 - 89
Overdraft facility 24 24 24 -
Total borrowings 962 1 020 931 89
1) The interest costs are calculated using the last fixing rate known by year end (plus applicable margin).
2) Repayment of the loan in the table is according to maturity date of the facility in the loan agreement.
ANNUAL REPORT 2024PAGE 89
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Note 10 | Guarantees
Akastor has provided the following guarantees on behalf of wholly owned subsidiaries and
related parties as of December 31 (all obligations are per date of issue):
Amounts in NOK million 2024 2023
Parent Company Guarantees to group companies
1)
331 468
Parent Company Guarantees to related parties
2)
1 331 1 608
Counter guarantees for bank/surety bonds
3)
80 217
Total guarantee liabilities 1 742 2 293
Maturity of guarantee liabilities:
6 months and less 1 31
6-12 months - 265
1-2 years 453 100
2-5 years 930 1 508
5 years and more 358 390
1) Parent Company Guarantees to support subsidiaries in contractual obligations.
2) Parent Company Guarantees to support related parties in contractual obligations, mainly AKOFS 1 AS, AKOFS 3 AS
and MHWirth AS.
3) Bank guarantees and surety bonds are issued on behalf of Akastor subsidiaries and related parties, and counter
indemnified by Akastor ASA.
In addition, Akastor has provided performance guarantees on behalf of related parties,
mainly related to the performance of AKOFS Offshore (for operating AKOFS Seafarer) under
the agreement with Equinor, which was originally entered into in 2018 when AKOFS Offshore
was wholly owned by Akastor. The contract value of this agreement was NOK 4.1 billion as of
December 31, 2024.
Although guarantees are financial instruments, they are considered contingent obligations
and the notional amounts are not included in the financial statements.
US pension plan
AK Wilfab Inc, a wholly owned subsidiary of Akastor, is together with The Resource Group
TRG AS and Akastor ASA sponsoring the US pension plan named the Kvaerner Consolidated
Retirement Plan. Akastor Group holds one third of the liability of the sponsors for the
underfunded element of the plan and The Resource Group TRG AS holds two thirds of the
ultimate liability. Akastor Group’s share of net pension assets related to the plan amounted to
NOK 3 million as of December 31, 2024. Aker ASA guarantees for The Resource Group TRG
AS’ liability and covers for all its expenses related to the pension plan.
ANNUAL REPORT 2024PAGE 90
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Note 11 | Financial risk management
Currency risk
The company’s exposure to currency risk is primarily against USD as the company has
external borrowings denominated in USD. As of December 31, 2024 or 2023, Akastor ASA
had not entered into any forward exchange contracts.
Interest rate risk
The company is exposed to changes in interest rates because of floating interest rate on
loan receivables and loan payables. The company does not hedge transactions exposure
in financial markets and does not have any fixed interest rate loan receivables nor loan
payables. The company is therefore not exposed to fair value risk on its outstanding loan
receivables or loan payables. Interest bearing loan receivables and loan payables expose the
company to income statement and cash flow interest risk.
Interest-bearing borrowings to group companies reflect the cost of external borrowing,
reducing the interest risk exposure for Akastor ASA.
Credit risk
Credit risk is the risk of financial losses to the company if a customer or counterparty fails to
meet contractual obligations. Credit risk relates to loans to subsidiaries and related parties,
guarantees to subsidiaries and related parties and deposits with external banks. External
deposits are done according to a list of approved banks and primarily with banks where the
company also have a borrowing relationship.
Loss provisions for interest-bearing receivables are made in situations of negative equity if
the company is not expected to be able to fulfill its loan obligations from future earnings. No
impairment related to receivables from group companies was recognized in 2024 or 2023.
See Note 6 Receivables and borrowings from group companies for more information about
receivables.
Liquidity risk
Liquidity risk relates to the risk that the company will not be able to meet its debt and
guarantee obligations and is managed through maintaining sufficient cash and available
credit facilities. Due to the dynamic nature of the underlying businesses, Akastor Treasury
maintains flexibility in funding by maintaining availability under committed credit lines.
Development in the group’s and thereby Akastor ASA’s available liquidity is continuously
monitored through monthly cash flow forecasts, annual budgets and long term planning.
ANNUAL REPORT 2024PAGE 91
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Note 12 | Related parties
Transactions and balances with subsidiaries and related parties
are described in the following notes:
Transactions Note
Other services Note 2
Financial items Note 3
Investments Note 5
Cash pool, receivables and borrowings Note 6
Guarantees Note 10
All transactions with related parties are carried out at market
terms and in accordance with the arm’s lengths principle.
Note 13 | Shareholders
Shareholders with more than 1 percent shareholding as per December 31
Company
Number of
shares held Ownership
2024
Aker Holding AS 100 565 292 36.70%
Goldman Sachs & Co Nominee 38 122 489 13.91%
Ministry of Trade, Industry and Fisheries, Norway 33 100 085 12.08%
Apollo Asset Limited 33 100 085 12.08%
Morgan Stanley & Co. LLC Nominee 16 693 989 6.09%
Pirol AS 4 167 485 1.52%
F2 Funds AS 3 944 341 1.44%
F1 Funds AS 3 005 784 1.10%
Tigerstaden AS 3 000 000 1.09%
Hortulan AS 2 784 583 1.02%
2023
Aker Holding AS 100 565 292 36.70%
Goldman Sachs & Co Nominee 42 339 755 15.45%
Ministry of Trade, Industry and Fisheries, Norway 33 100 085 12.08%
Morgan Stanley & Co. LLC Nominee 18 025 544 6.58%
Apollo Asset Limited 17 441 290 6.37%
Mh Capital AS 4 000 000 1.46%
F2 Funds AS 3 300 000 1.20%
ANNUAL REPORT 2024
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
PAGE 92
Independent Auditor’s Report
PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
To the General Meeting of Akastor ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Akastor ASA, which comprise:
● the financial statements of the parent company Akastor ASA (the Company), which comprise the
statement of financial position as at 31 December 2024, the income statement and statement of
cash flow for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies, and
● the consolidated financial statements of Akastor ASA and its subsidiaries (the Group), which
comprise the statement of financial position as at 31 December 2024, income statement, statement
of comprehensive income, statement of changes in equity and statement of cash flow for the year
then ended, and notes to the financial statements, including material accounting policy information.
In our opinion
● the financial statements comply with applicable statutory requirements,
● the financial statements give a true and fair view of the financial position of the Company as at 31
December 2024, and its financial performance and its cash flows for the year then ended in
accordance with the Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and
● the consolidated financial statements give a true and fair view of the financial position of the Group
as at 31 December 2024, and its financial performance and its cash flows for the year then ended
in accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company and the Group as required by
relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards)
(IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for three years from the election by the general meeting of the
shareholders on 20 April 2022 for the accounting year 2022.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
The Group’s business activities are largely unchanged compared to last year. We have not identified
regulatory changes, transactions or other events that qualified as new key audit matters this year. Accuracy
2 / 5
of Equity-accounted Investees and Valuation of Other Investments have the same characteristics during
2024, and consequently have been areas of focus also for this year’s audit.
Key Audit Matters
How our audit addressed the Key Audit Matter
Accuracy of Equity-accounted Investees
Investments in the Joint Ventures, (JV) HMH
Holding B.V. (HMH) and AKOFS Offshore AS
(AKOFS), amounts to approximately
55% of
the Group’s total assets. Any year
-on-year
fluctuations in Akastor’s share of the JVs
booked results may amount to a significant
part of the Group’s total results. As such,
accuracy in reporting Group management
receives from JVs is of significance to
the
Group’s financial statements.
See note 3 “Significant accounting policies”,
section “Basis of consolidation” for significant
accounting policies applied for investments in
joint ventures. Information on the recognition
and measurement of the JVs are disclosed in
note 12 “Equity
-accounted investments”.
We tested the shares of equity
-accounted investees
recognised by management in the statement of financial
position and the corresponding financial statement line
items in the income statement and statement of
comprehensive income, against financial reports
of the
JVs. The JVs’ financial reports were communicated to us
by component audit teams who, as instructed by us,
performed audit work related to the JVs for purposes of
the Group audit.
To evaluate the reliability of the JVs financial reports, we
obtained an understanding of the JVs, held discussions
with Akastor’s management and collaborated with the
component audit teams. We were involved in the
component audit teams’ risk assessment, i
ncluding the
susceptibility of material misstatement due to fraud or
error. We also reviewed their audit plan with regards to
identified significant risks, and challenged their audit
response to areas subject application of judgment. We
agreed with the com
ponent auditors on the materiality
levels for their audit. Our involvement and
communication, both written and otherwise, was
extensive.
We obtained a sufficient understanding of the component
audit firm and the engagement teams through meetings
with them, prior experience with the component team,
and frequent communication. They confirmed to us that
they were independent.
To evaluate the sufficiency and appropriateness of audit
evidence obtained by the component audit teams, we
reviewed the received audit reporting, held meetings with
the component audit teams and reviewed their audit
documentation. Our procedures were focu
sed on the
audit of significant risks and the audit of the consolidation
process and
-journals.
Through our involvement with the component auditors,
we were able to obtain sufficient appropriate audit
evidence regarding the financial information of the
components and the consolidation process of the JVs to
express an opinion on the Group’s financial
statements.
Finally, we considered the adequacy of disclosures in
notes related to equity
-accounted investees and found
them to be appropriate.
3 / 5
Valuation of Other Investments
Other Investments amount to approximately
19% of the Group’s total assets. Management
uses valuation techniques to estimate the fair
value of Other Investments.
This line item is
significant to the financial
statements, and the
carrying value is sensitive to management’s
use of judgment.
The substantial part of Other Investments is
measured at fair value through other
comprehensive income and is classified as
level 3 in the fair value hierarchy.
See note 4 “Significant accounting estimates
and judgements” for disclosures on
Management’s fair value measurement and
Impairment of financial assets. The carrying
value of Other Investments is specified in note
13 “Other Investments”.
We obtained the valuation model from management,
evaluated the valuation method applied and tested the
mathematical accuracy of the model. We agreed with
management that the valuation model used was
appropriate.
We challenged the key assumptions applied by
management in the valuation model. Specifically, we
discussed with management to challenge their view on
ebitda, growth, net working capital and net interest
-
bearing debt, peer groups, ev/ebitda valuation multip
les
and discount rate. We compared applied assumptions to
budgets approved by management and to obtainable
market information such as relevant benchmarks for
enterprise value multiples and discount rates. We also
tested data used in the model against relev
ant
agreements. We found management's key assumptions
to be reasonable.
Finally, we considered the adequacy of disclosures in
notes for Other Investments and found them to be
appropriate.
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the
Board of Directors’ report and the other information accompanying the financial statements. The other
information comprises information in the annual report, but does not include the financial statements and
our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the
Board of Directors’ report nor the other information accompanying the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’
report and the other information accompanying the financial statements. The purpose is to consider if there
is material inconsistency between the Board of Directors’ report and the other information accompanying
the financial statements and the financial statements or our knowledge obtained in the audit, or whether the
Board of Directors’ report and the other information accompanying the financial statements otherwise
appears to be materially misstated. We are required to report if there is a material misstatement in the
Board of Directors’ report or the other information accompanying the financial statements. We have nothing
to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
● is consistent with the financial statements and
● contains the information required by applicable statutory requirements.
Our opinion on the Board of Directors' report applies correspondingly to the statement on Corporate
Governance.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements of the Company that give a true and
fair view in accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway, and for the preparation of the consolidated financial statements of the Group
that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU.
Management is responsible for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
ANNUAL REPORT 2024
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
PAGE 93
4 / 5
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern.
The financial statements of the Company use the going concern basis of accounting insofar as it is not likely
that the enterprise will cease operations. The consolidated financial statements of the Group use the going
concern basis of accounting unless management either intends to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
● identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
● obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's and the Group's internal control.
● evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
● conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company's and the Group's ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's report. However, future events or conditions may
cause the Company and the Group to cease to continue as a going concern.
● evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves a true and fair view.
● obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remain
solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, actions taken to
eliminate threats or safeguards applied.
5 / 5
From the matters communicated with the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Akastor ASA, we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the annual
report, with the file name AKASTORASA-2024-12-31-en, have been prepared, in all material respects, in
compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the
European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the
Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual
report in XHTML format, and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation.
This responsibility comprises an adequate process and such internal control as management determines is
necessary.
Auditor’s Responsibilities
For a description of the auditor’s responsibilities when performing an assurance engagement of the ESEF
reporting, see: https://revisorforeningen.no/revisjonsberetninger
Oslo, 25 March 2025
PricewaterhouseCoopers AS
Anders Ellefsen
State Authorised Public Accountant (Norway)
ANNUAL REPORT 2024
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
PAGE 94
Alternative Performance Measures
Akastor discloses alternative performance measures as a supplement to the
consolidated financial statements prepared in accordance with IFRS. Such
performance measures are used to provide an enhanced insight into the
operating performance, financing abilities and future prospects of the group.
These measures are calculated in a consistent and transparent manner and are
intended to provide enhanced comparability of the performance from period to
period. It is Akastor’s experience that these measures are frequently used by
securities analysts, investors and other interested parties.
The definitions of these measures are as follows:
EBITDA - earnings before interest, tax, depreciation and amortization, corresponding to
“Operating profit before depreciation, amortization and impairment” in the consolidated
income statement.
EBIT - earnings before interest and tax, corresponding to “Operating profit (loss)” in the
consolidated income statement.
Net current operating assets (NCOA) - a measure of working capital. It is calculated by
current operating assets minus current operating liabilities.
Net capital employed - a measure of all assets employed in the operation of a business.
It is calculated by non-current assets and finance lease receivables (excluding non-
current interest-bearing receivables) added by net current operating assets minus non-
current operating liabilities (deferred tax liabilities, employee benefit obligations, other
non-current liabilities and lease liabilities).
Gross debt - sum of current and non-current borrowings, excluding lease liabilities
Net debt - gross debt minus cash and cash equivalents and highly liquid investments
held in liquidity fund
Net interest-bearing debt (NIBD) – net debt minus non-current and current interest-
bearing receivables.
Equity ratio - a measure of investment leverage, calculated as total equity divided by
total assets at the reporting date.
Liquidity reserve - comprises cash and cash equivalents, highly liquid investments held in
liquidity fund and undrawn commied credit facilities.
ANNUAL REPORT 2024
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
PAGE 95
The tables below show reconciliation of alternative performance measures to the line
items in the financial statements according to IFRS.
Net current operating assets (NCOA)
Amounts in NOK million 2024 2023
Inventories 12 5
Trade and other receivables 95 601
Trade and other payables (191) (339)
Net current operating assets (NCOA) (84) 267
Net capital employed (NCE)
Amounts in NOK million 2024 2023
Total non-current assets 5 868 5 279
Net current operating assets (NCOA) (84) 267
Current finance lease receivables - 19
Non-current interest-bearing receivables (485) (550)
Employee benefit obligations (76) (82)
Other non-current liabilities (195) (255)
Total lease liabilities (9) (34)
Net capital employed (NCE) 5 020 4 645
Gross debt/Net debt/NIBD
Amounts in NOK million 2024 2023
Non-current borrowings 292 236
Current borrowings 82 1 133
Gross debt 373 1 369
Cash and cash equivalents (47) (144)
Liquidity fund investment (376) -
Net debt (49) 1 225
Non-current interest-bearing receivables (485) (550)
Current interest-bearing receivables (304) -
Net interest-bearing debt (NIBD) (839) 675
Equity ratio
Amounts in NOK million 2024 2023
Total equity 5 859 3 970
Divided by Total assets 6 704 6 048
Equity ratio 87% 66%
Liquidity reserve
Amounts in NOK million 2024 2023
Cash and cash equivalents 47 144
Liquidity fund investment 376 -
Undrawn committed credit facilities 340 335
Liquidity reserve 763 479
ANNUAL REPORT 2024PAGE 96
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
ANNUAL REPORT 2024PAGE 96
Board of Directors
Frank O. Reite
Chairperson of the
Board
Frank O. Reite joined
Aker in 1995 and
served as CFO in Aker
ASA from 2015 until
2019. He is currently
working as an advisor.
He holds a B.A. in business administration from
BI Norwegian Business School in Oslo. Prior to his
role as Aker’s CFO, Mr. Reite held the position as
President & CEO of Akastor, and has previously
also held a variety of executive positions in the Aker
group, including overseeing and developing Aker’s
investments in Converto Capital Fund AS, Havfisk
ASA, Norway Seafoods AS and Aker Yards ASA.
Mr. Reite also has experience from banking and
served as Operating Director at Paine & Partners,
a New York-based private equity firm. Mr. Reite
has been the Aker ASA’s deputy chair and head
of the Audit Commiee since April 2021. Mr. Reite
is also currently chair of Solstad Maritime Holding
AS, Converto AS, Norron AB, and, among others,
director of AMSC ASA, Solstad Oshore ASA and
Aker BioMarine ASA.
As of March 25, 2025, Mr. Reite holds, through
a privately owned company, 200,000 shares in
Akastor ASA and has no stock options. He is a
Norwegian citizen and has been elected for the
period 2024-2026.
Lone Fønss Schrøder
Deputy Chair
Lone Fønss Schrøder
is vice-chair of Volvo
Cars AB and chair of
its audit commiee,
as well as a director
and audit commiee
chair at Aker Horizons
ASA. She also serves on the boards and audit
commiees of Aker Solutions ASA, Geely Sweden
Holdings AB and Ingka Holding B.V. (Ikea Group).
She is a global advisor of ServiceNow. Previously,
she held senior management and CEO roles
at A.P. Møller-Maersk, Wallenius Lines AB, and
Concordium AG. She has significant digital and
international board experience, including fintech
development and advisory roles. Fønss Schrøder
holds an MSc in law and economics from
Copenhagen University and CBS, with further
education at MIT.
Ms. Fønss Schrøder serves as an independent
director. As of March 25, 2025, she holds 4,400
shares in Akastor ASA and has no stock options.
She is a Danish citizen and has been elected for
the period 2024-2026.
Svein Oskar Stoknes
Director
Svein Oskar Stoknes
has been the Chief
Financial Ocer (CFO)
of Aker ASA since
2019. Prior to this, he
served as CFO of Aker
Solutions ASA, where
he joined in 2007 and was named CFO in 2014.
Stoknes has also held a range of senior positions
within finance and advisory for organizations like
Tandberg, Citigroup, Norwegian Trade Council and
ABB. He graduated from the Norwegian School of
Management with a master’s degree in business
and economics, and has an MBA from Columbia
Business School in New York. Stoknes is a director
of Aker Capital AS and several other companies
where Aker is the largest shareholder.
As of March 25, 2025, Mr. Stoknes owns 1,297
shares in Akastor ASA and has no stock options. He
is a Norwegian citizen and has been elected for the
period 2024-2026.
Kathryn M. Baker
Director
Kathryn M. Baker
has over 30 years of
experience in a broad
range of industries and
roles. She is currently
Chairwoman of Terra
Mater Investment
Management and is a Board member of MPC
Energy Solutions and InoBat. In addition, Ms. Baker
serves on the investment commiee of the DFI
Norfund. Ms. Baker was previously a member of
the Executive Board of the Central Bank of Norway
(Norges Bank), the European Advisory Board of
the Tuck School of Business and she led the Ethics
Commiee of the Norwegian Private Equity and
Venture Capital Association (NVCA) where she
was also Chairwoman. Ms. Baker was a partner
at the Norwegian private equity firm Reiten & Co
for 15 years. Prior to that she was a management
consultant with McKinsey & Co in Oslo and a
financial analyst at Morgan Stanley in New York.
Ms. Baker holds a bachelor’s degree in economics
from Wellesley College and an MBA from the Tuck
School of Business at Dartmouth College.
Ms. Baker serves as an independent director. As
of March 25, 2025, Ms. Baker holds 45,683 shares
in Akastor ASA and has no stock options. She is
an American and Norwegian citizen and has been
elected for the period 2023-2025.
ANNUAL REPORT 2024PAGE 97
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
ANNUAL REPORT 2024PAGE 97
Board of Directors
Luis Antonio G. Araujo
Director
Luis Antonio G. Araujo
has over 38 years
of experience in the
energy and oil & gas
industries. He was
CEO of Aker Solutions
from July 2014 to
August 2020. Prior to his appointment as CEO, Mr.
Araujo held the position as Regional President and
Executive Vice-President for Aker Solutions in Brazil
since November 2011 where he led a major turn-
around of the local operations. Prior to his period
with Aker Solutions, he was CEO of Wellstream
in Brazil (currently part of Baker Hughes GE), and
held several senior positions within ABB, FMC
Technologies, Vetco Gray and Technip Coflexip.
Mr. Araujo is currently an independent director
and member of the board of Magseis Fairfield ASA
listed on the Oslo Stock Exchange, and Chairman
of the board of OceanPact, a Brazilian company.
Mr. Araujo holds a bachelor degree in Mechanical
Engineering from Gama Filho University and an MBA
from Edinburgh University.
Mr. Araujo serves as an independent director. As of
March 25, 2025, Mr. Araujo holds no shares and no
stock options in the company. Mr. Araujo has triple
citizenship; Brazilian, British and Portuguese and
has been elected for the period 2023-2025.
Henning Jensen
Director, Elected by
the employees
Henning Jensen
currently works as a
specialist engineer
in project control
department at HMH.
Mr. Jensen joined
MHWirth in 2005. He has since then held various
positions in the company. Mr. Jensen holds a
bachelor degree in Marine Technology and a Master
in Industrial Economy and Technology from Agder
University College in Grimstad.
As of March 25, 2025, Mr. Jensen holds no shares
or stock options in the company. Mr. Jensen is a
Norwegian citizen and has been elected for the
period 2023-2025.
Asle Christian
Halvorsen
Director, Elected by
the employees
Asle Christian
Halvorsen currently
works as Sales
Manager in the
Global Sales dept at
HMH. He began his career with the Aker group in
2011 when he joined STEP Oshore. Mr. Halvorsen
holds an Executive Master of Management from BI
Norwegian Business School.
As of March 25, 2025, he holds 10,000 shares
in Akastor ASA and has no stock options. Mr.
Halvorsen is a Norwegian citizen and he has been
elected for the period 2023-2025.
Stian Sjølund
Director, Elected by the
employees
Stian Sjølund currently
works as Performance
Optimization Engineer
at HMH. Mr. Sjølund
joined the Company
in 1998 as an Engineer
in Drilling Lifecycle Services department. He has
since then held various positions in the company in
Norway and abroad. Mr. Sjølund holds a technical
college degree in electrical engineering from
Grimstad Technical College.
As of March 25, 2025, he holds 10,000 shares in
Akastor ASA and has no stock options. Mr. Sjølund
is a Norwegian citizen and has been elected for the
period 2023-2025.
ANNUAL REPORT 2024PAGE 98
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
ANNUAL REPORT 2024PAGE 98
Karl Erik Kjelstad
CEO
Karl Erik joined
Akastor in 2014 and
has been part of the
Aker group since 1998
with numerous key
positions including
various CEO positions.
Karl Erik has held several board positions in dierent
industries, including oil service, engineering,
renewable energy, oshore drilling, oshore and
merchant shipping, shipbuilding, IT services, real
estate and construction industry. Karl Erik holds
an MSc in Marine Engineering from the Norwegian
University of Science and Technology (NTNU) and
an AMP from Harvard Business School.
As of March 25, 2025, Mr. Kjelstad holds, through his
company Byesvollen AS, 862,285 shares in Akastor
ASA and has no stock options .
Øyvind Paaske
CFO
Øyvind joined the
investment team in
Akastor as Investment
Manager in 2014
and has held the
position as CFO of
Akastor from March
2020. Prior to this he was Investment Manager
at Converto (Aker ASA). Øyvind holds an MSc in
Financial Economics from the Norwegian School of
Economics and Business Administration (NHH) and
UNC Kenan-Flagler Business School.
As of March 25, 2025, Mr. Paaske holds 205,109
shares in Akastor ASA and has no stock options.
Management
ANNUAL REPORT 2024
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
PAGE 99
Company Information
Reports on the Internet
The quarterly and annual reports of
Akastor are available on the internet.
Akastor encourages its shareholders
to subscribe to the company’s
annual reports via the electronic
delivery system of the Norwegian
Central securities Depository (VPS).
Please note that VPS services (VPS
Investortjenester) are designed
primarily for Norwegian shareholders.
Subscribers to this service receive
annual reports in PDF format by email.
VPS distribution takes place at the
same time as distribution of the printed
version of Akastor’s annual report to
shareholders who have requested it.
Quarterly reports, which are generally
only distributed electronically, are
available on the company’s website and
other sources. Shareholders who are
unable to receive the electronic version
of interim reports may subscribe to the
printed version by contacting Akastor’s
investor relations sta.
Copyright and Legal Notice
Copyright in all published material
including photographs, drawings and
images in this publication remains
vested in Akastor and third party
contributors to this publication as
appropriate. Accordingly, neither the
whole nor any part of this publication
can be reproduced in any form without
express prior permission. Articles and
opinions appearing in this publication
do not necessarily represent the views
of Akastor. While all steps have been
taken to ensure the accuracy of the
published contents, Akastor does
not accept any responsibility for any
errors or resulting loss or damage
whatsoever caused and readers have
the responsibility to thoroughly check
these aspects for themselves. Enquiries
about reproduction of content from
this publication should be directed to
Akastor ASA.
Contact details
Akastor ASA
Oksenøyveien 10,
1366 Lysaker,
Norway
PO Box 124,
1325 Lysaker,
Norway
akastor.com
HMH
Norway
Butangen 20,
4639 Kristiansand,
Norway
PO Box 413 Lundsiden,
4604 Kristiansand,
Norway
+47 38 05 70 00
Houston
3300 North Sam
Houston Parkway East
77032 Houston,
Texas,
United States
+1 281 449 2000
hmhw.com
AKOFS Offshore
Karenslyst Allé 57,
0277 Oslo,
Norway
PO Box 244,
0213 Oslo, Norway
+47 23 08 44 00
akofsoshore.com
