Credit presentation Aker ASA - January 2018

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Credit presentation Aker ASA - January 2018
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Aker ASA
Credit presentation
January 2018
Credit presentation Aker ASA - January 2018
Aker ASA – an industrial investment company

 Long history: Founded in 1841, Aker ASA is an industrial investment company
  that creates shareholder value through active ownership
                                                                                                                              Sector view
 Approach: Through participation on the board of directors, Aker drives
  operational and strategic improvement, assists in financing structures and
  assesses and evaluates M&A and restructuring cases

 Ownership interests: Concentrated on industries where we have in-depth                                               Value creation plan
  knowledge

 Robust balance sheet: Strong liquidity position, conservative leverage policy,
  growing upstream cash and financial flexibility
                                                                                                                         Active ownership
 Financial targets: Pay 2-4% of Net Asset Value in dividends to shareholders,
  12% investment return per annum over the cycle                                                                                       Capital
                                                                                                  Strategic   Restructuring                        Org. & human     Operational
                                                                                                                                    structures &
                                                                                                  direction    and M&A                                capital      improvement
 Strong ownership: Aker is owned 68% by TRG, a company controlled by                                                                financing
  Chairman Kjell Inge Røkke
                                                                                Maritime assets                  Seafood & Marine                           Real estate &
               E&P                           Oil services
                                                                                  & leasing                           Biotech                                 finance

January 2018                                                   AKER ASA | Credit presentation                                                                                     2
Credit presentation Aker ASA - January 2018
Aker has a history that dates back to 1841

               1841                     1967                      1991                           2002                        2009                        2016
               Aker is founded          Delivered Ocean           Troll platform                 Aker and Kværner            Aker focus as an            AkerBP is created
                                        Viking – the rig that                                    merge - now Aker            industrial Investment
                                        discovered Norway’s                                      Solutions                   Company
                                        first oil field

           1841                  1900            1970                  1990                             2000                                                    Today

                       1873                        1973                            1996                        2004                            2012
                       First turbine               Ekofisk tank                    Røkke largest Aker          Aker is relisted                Ocean Yield is
                                                                                   owner, RGI merge                                            created
                                                                                   w/ Aker in 1997

January 2018                                                          AKER ASA | Credit presentation                                                                         3
Credit presentation Aker ASA - January 2018
Liquid and diversified portfolio weighted towards oil and gas

                                         1)                                                                                                                                             1)
Portfolio composition                                                                                                         Gross asset
                                                                                                                                       1)
                                                                                                                                          value distribution
4Q 2017, Aker % ownership                                                                                                     Per 4Q 2017

             Industrial Holdings                                      Financial Investments                                                                    Other 2%                           Real estate 1%
                                                                                                                              Cash and liquid
                                                                                                                              fund investments 3%
                       E&P              40.0%                                       Cash
                                                                                                                             Seafood & Marine
                       Oil                                                                                                   Biotech 5%
                                        34.8%
                       Services                                       Liquid fund investments
                       Oil              36.7%
                       Services                                                                                                                                                                                                 E&P 58%
                                                                   Listed financial investments                              Maritime
                       Oil
                       Services
                                        28.7%                                                                                assets 14%                                          NOK
                       Maritime
                                        66.2%
                                                                                Real estate                                                                                     50.0bn
                       assets

                       Marine                                       Other financial investments                              Oil
                                        100.0%
                       Biotech
                                                                                                                             Services 15%

                 NOK 44.6bn                                                    NOK 5.4bn

1) Estimated 4Q 2017 figures based on market values of listed holdings per 31.12.17, including shares acquired as part of Aker BPs equity issue in November 2017. Values of all other non-listed assets, as well as cash, are based on 30.09.17 book
  values; i.e. dividends received and other cash flow items in the fourth quarter are excluded. AMSC TRS per 30.09.17
January 2018                                                                                  AKER ASA | Credit presentation                                                                                                                           4
A growing and evolving portfolio

                                                                                                                                                                                   1%
                                                                                                                                                                              3% 2%
                                                                                                                                                                                                                                E&P
                                                                                                 3% 3%                                                                  5%
                           7%       8%                                                                                                                                                                                          Oil services
                                                                                      14%                              23%
                 13%                                                                                                                                                                                                            Seafoods & Marine Biotech
                                                                                                                                                               14%
                                                                                                                                                                                                                                Real estate investments
                             NOK                                                 8%                 NOK                                                                            NOK                        58%
              10%                                                                                                                                                                                                               Maritime assets
                            22.9bn                                                                 26.8bn                                                                         50.0bn
                                               52%                                                                                                                                                                              Cash and liquid fund inv.

                  10%                                                              10%                                                                                                                                          Other
                                                                                                                                                                 15%

                                                                                                                 39%

                                                                                                                                                                                            1)
                           2009                                                                    2012                                                                           2017
      Main contributors to gross asset value:                                    Main contributors to gross asset value:                                    Main contributors to gross asset value:

                             Cash                                                                       Cash

1) Estimated 4Q 2017 figures based on market values of listed holdings per 31.12.17, including shares acquired as part of Aker BPs equity issue in November 2017. Values of all other non-listed assets, as well as cash, are based on 30.09.17 book
  values; i.e. dividends received and other cash flow items in the fourth quarter are excluded. AMSC TRS per 30.09.17
January 2018                                                                                  AKER ASA | Credit presentation                                                                                                                           5
Value creation through M&A: Aker Group executing transactions for over NOK 50
billion last two years

 AKER ASA                                                                                                       2016 2017

   Divestment                                           Divestment                                                                         Acquisition
                                                                                  Investment                Acquisition                                                   Acquisition                Acquisition
     of real                  Investment                 of Havfisk                                                                        of shares in
                                                                                   in Solstad               of shares in                                                  of shares in               of shares in
     estate                    in Cxense                and Norway                                                                           Farstad
                                                                                    Offshore                  Aker BP                                                       Cognite                    Aker BP
    property                                             Seafoods                                                                           Shipping

Portfolio companies                                                                                             2016 2017

                                                                                                                               Merger
                                                Acquisition of                                    Merger                                   Acquisition of
  Acquisition   Acquisition    Acquisition of                                                                                 between
                                                 6 container                   Divestment        between                                    two PSVs        Sale of KOP
  of Centrica   of Noreco          BP                          Divestment of                                Acquisition of    Deep Sea                                     Acquisition of   Acquisition of   Acquisition of
                                                vessels and 2                   of Fjords        Frontica                                    and four         Surface
    Norway      Norwegian       Norwegian                       Frontica IT                                 70% of C.S.E       Supply,                                      Reinertsen        Neptune        Hess Norway
                                                  chemical                     Processing       Advantage                                   Suezmax          Products
   licenses      portfolio      subsidiary                                                                                   Farstad and
                                                   tankers                                       and NES                                     tankers
                                                                                                                               Solstad

January 2018                                                                      AKER ASA | Credit presentation                                                                                                              6
Steady development towards a more transparent and liquid portfolio

Gross asset value composition
NOK billion and percentage distribution

       Listed assets               Cash and liquid fund investments                         Unlisted assets
     20.6                     22.9                     21.4                     22.7                     26.8                      29.8                     24.9                     27.9                     43.1                     50.0
                                                                                                                                                                                                               8%                       8%
                                                                                                         20%                       19%                      18%                      20%                                                3%
                                                                                23%                                                                                                                           11%
                                                       43%                                                                                                                            7%
                                                                                                                                   11%                      13%
     58%                      56%                                                                        14%
                                                                                20%

                                                       15%
                                                                                                                                                                                                                                       89%
                                                                                                                                                                                                              81%
                              13%                                                                                                                                                    73%
                                                                                                         66%                       70%                      69%
     24%                                                                        57%
                                                       42%
                              31%
     18%

                                                                                                                                                                                                                                              1)
     2008                     2009                     2010                     2011                     2012                      2013                     2014                     2015                     2016                    2017
1) Estimated 4Q 2017 figures based on market values of listed holdings per 31.12.17, including shares acquired as part of Aker BPs equity issue in November 2017. Values of all other non-listed assets, as well as cash, are based on 30.09.17 book
  values; i.e. dividends received and other cash flow items in the fourth quarter are excluded. AMSC TRS per 30.09.17
January 2018                                                                                  AKER ASA | Credit presentation                                                                                                                           7
Strong liquidity reserve and upstream cash generation
                                                         1)
Investment capacity potential                                                                                           Upstream dividend
NOK billion                                                                                                             NOK billion
                                                                                                                                                                                                         1.5             Havfisk

                                                                                                                                                                              1.4          1.4
                                                                                                                                                                                                         Q4              Kvaerner
                                                                                               Increased gearing
     Per end of Q3                 Adjustments to Q4 events
                                                                                               Increased dividends                                                                                                      Aker
                                                                               6.0                                                                               1.0                                                     Solutions/Akastor
                                                                                               Divestments
                                                                                                                                                                                                                         Aker BioMarine
                                                  0.5                                                                                               0.9
                                                                 1.6
                                   1.6                                                                                                                                                                                   Financial
                                                                                                                                                                                                                         Investments

                                                                                                                                       0.5                                                                               Aker BP
                     1.8
       1.6
                                                                                                                                                                                                                         Ocean Yield
                                                                                                                          0.2

  Cash (incl. Undrawn New credit Upsized                      Aker BP Additional
  liquid fund credit     facilities RCF                        equity potential
                                                                                                                        2011         2012         2013          2014         2015         2016          2017
     inv.)    facilities                                       issue   sources

                       Strong investment capacity with                                                                                         Solid upstream dividend of
                       NOK 3.9bn in available liquidity                                                                              NOK ~1.5bn in 2017 and expected to grow in 2018
1) Q4 adjustment only for Aker’s debt financing of its NOK 1.6bn participation in the Aker BP equity issue in November 2017 and upsizing of RCF to NOK 1.5bn from NOK 1.0bn. For more information, please see Aker’s Q3 report

January 2018                                                                                AKER ASA | Credit presentation                                                                                                                   8
Aker ASA and holding companies
Balance sheet as of 30.09.2017

       Value-adjusted (MNOK)
                                                                                          38 764         41 583
       Book value (MNOK)
                                                                                                                            6 877

                                                                                         20 875

                                                                                                                                            20 875

                                                                                         17 889

                                                                                                                                            13 831
                                                    54                1 167
           235                 1 362

    Tangible and non-         Interest         Non-interest       Cash and cash        Investments                        Liabilities    Shareholders
   tangible fixed asset    bearing assets   bearing receivables    equivalents                                                              equity

                                              Total Assets                                                                     Total equity and liabilities

   Main changes in third-quarter 2017                                                                                                      Book value     Value-adjusted

   • Cash reduced to NOK 1.2 billion                                                                               Equity (MNOK)              13 831            34 706
   • Increase in fair value of investments of NOK 5.6 billion
   • Loan facility to Aker BioMarine increased to USD 106 million of which USD 87 million                          Equity ratio               66.8%              83.5%
     was drawn at the end of Q3 (up from USD 45 million at end of Q2)
   • Liabilities reduced by NOK 0.4 billion                                                                        Equity per share        NOK 186            NOK 467

                                                                                                                   NIBD (MNOK)                 4 102

January 2018                                                                      AKER ASA | Credit presentation                                                           9
Aker ASA and holding companies
Interest-bearing items and loan guarantees (per 30.09.2017)

   Interest-bearing debt (MNOK)                                  Loan amount         Outstanding         Maturity
                                                                                                                                       3000
   Bond AKER 11                                                             1 300             1 300      2018
   Bond AKER 12 (SEK)                                                       1 463             1 463      2019
                                                                                                                                       2500                                                                 Bank loans
   Bond AKER 13                                                             1 000             1 000      2020
   Bond AKER 10                                                               700               700      2020                                                                                               Bonds
   Bond AKER 09                                                             1 000             1 000      2022                          2000
   Bank RCF                                                                 1 000                0       2021-23
   Capitalised loan fees etc.                                                (19)              (19)                                    1500
   Total Aker ASA                                                           6 444             5 444                                                                                  AKER 10
   Aker Capital bank loan 1                                                 1 993             1 196      2020-22
                                                                                                                                       1000
   Capitalised loan fees etc.                                                 (9)               (9)
   Total Aker ASA and holding companies                                     8 428             6 631                                                         AKER 11     AKER 12      AKER 13                    AKER 09
                                                                                                                                        500
   Q4-17 financing events 1)                                     Loan amount         Outstanding         Maturity
   Bank RCF (increase)                                                       500                 0       2021-23                          0
   Aker Capital bank loan 1 (increase)                                       820               820       2020-22                                 2017         2018         2019         2020         2021           2022

   Aker Capital bank loan 2 (new loan)                                       820               820       2018-20
   Total Q4-17 events                                                       2 140             1 640
                                                                                                                                                              Average debt maturity is 2.5 years
   Loan guarantees                                                                  2Q 2017               3Q 2017
                                                                                                                                                                                                                  Status at
   Aker BioMarine                                                                      305                      305                            Financial Covenants                                   Limit
                                                                                                                                                                                                                30.09.2017
   Other (external)                                                                     55                       53
                                                                                                                                              i Total Debt/Equity - Aker ASA (parent only)          < 80%                35%
   Total                                                                               360                      356
  For further details and financial reports, see www.akerasa.com/investor
                                                                                                                                              ii Group Loans to NAV                                 < 50%             2.9%
                                                                                                                                                 or Group Loans                                < NOK 10 bn     NOK 1.0 bn
1) Q4 adjustment only for Aker’s debt financing of its NOK 1.6bn (USDNOK 8.20 applied) participation in the Aker BP equity issue in November 2017 and upsizing of RCF to NOK 1.5bn from NOK 1.0bn. For more information, please see Aker’s Q3 report

January 2018                                                                                          AKER ASA | Credit presentation                                                                                                         10
Aker companies frequent issuers in the bond markets

     (figures in
                                                                         Aker companies’ total outstanding bond volume BNOK ~18
       BNOK)
                         5.5
                                                                 5.2
                      AKER09
                        (1.0)

                      AKER10                                  MUSD 400
                        (0.7)                                   US HY
                      AKER13                                     bond
                        (1.0)                                    (3.3)                           2.8
                                                                                                                             2.5
                                                                                               OCY04
                      AKER12
                                                                                                (0.75)
                        (1.5)                                                                                             AKSO03                    1.8
                                                                                               OCY03                        (1.5)
                                                                                                (1.0)
                                                             DETNOR02                                                                             AMTI01
                      AKER11                                     (1.9)                                                                              (1.8)
                                                                                               OCY02                       AKSO02
                        (1.3)
                                                                                                (1.0)                       (1.0)

                     Aker ASA                                  Aker BP                       Ocean Yield                Aker Solutions   American Shipping Company

 Credit rating     BBB- (Arctic Securities)                  BB+ (S&P)                         BB (SEB)                    BB (SEB)              B+ (Arctic Securities)
 grade:            BB+ (SEB)                                 Ba2 (Moody’s)                                                                       B- (SEB)
                                                             BB+ (SEB)
Source: Stamdata, total Norwegian HY market BNOK appox. BNOK 190 per year end 2017                                                                                        11
Note: Assumed USDNOK 8.20
NAV development compared to oil price

   Aker’s NAV vs. oil price (01.01.09 – 31.12.17)                                                                                       Key financials (estimates per 4Q 2017)
        Oil price                                                                          NAV
       ($/barrel)                                                                   (NOK/share)
             140                                                                                600
                                                                     NAV @                                                                                                                                 1)

                                                                     558/share
                                                                                                                                                   NAV - NOK 41.5 / 558 per share
                                                                     (YE 2017E)
             120                                                                                500
                                                                                                                                                                               1)
                                                                                                                                                   Net LTV - ~15%
             100                                                                                400
                                                                                                                                                                                                      2)
                                                                                                                                                   Liquidity reserves - BNOK 3.9
              80                                                                                300
 Brent @                                                                                                                                                                                                                   3)
 $67/barrel                                                                                                                                        Covenant - Total Debt/Equity 35% (3Q-17)
 (YE 2017)
              60                                                                                200

              40                                                                                100

              20                                                                                0
              01-2009          01-2011          01-2013         01-2015          01-2017
 1) Estimated 4Q 2017 figures based on market values of listed holdings per 31.12.17, including shares acquired as part of Aker BPs equity issue in November 2017. Values of all other non-listed assets, as well as cash, are based on 30.09.17 book
   values; i.e. dividends received and other cash flow items in the fourth quarter are excluded. AMSC TRS per 30.09.17. Debt as per 30.09.17, and only adjusted for NOK 1.6 billion to finance share acquisition in Aker BP in November
 2)Liquidity reserve as of 30.09.2017 adjusted for the NOK 500 million increase to Aker ASA RCF during Q4
 3)Covenant (Limit < 80%) applies to Aker ASA figures (parent only). Reference is made to loan agreement for details                                                                                                                                12
Aker’s credit framework

                                               PERFORMANCE
                                            Grow  upstream cash flow
                                                PERFORMANCE
                                            to maintain flexibility and
                                            sustainable dividend

                     LIQUIDITY                                                      SOLIDITY
               Manage   periods where
                  PERFORMANCE                                                 LowPERFORMANCE
                                                                                   gearing at Aker ASA
               external financing is not                                      to withstand adverse
               available or too expensive                                     value changes in portfolio

                                                    CAPACITY
                                            Ability to pursue
                                                PERFORMANCE
                                            attractive investments
                                            swiftly

January 2018                                 AKER ASA | Credit presentation                                13
Aker’s debt strategy

Financial guidelines                                                            General principles

  Financial metrics at investment grade level:                                  Long-term funding profile

        1) Net LTV within investment grade                                       Financial flexibility to optimise timing of
                                                                                  refinancing activities
        2) Balancing cash inflow and outflow at Aker
           ASA and holding companies                                             Open dialogue with bond and bank market

        3) Solid liquidity reserves to cover debt                                Subsidiaries financed independently

  Parameters may fluctuate over time, but remains
   long term target over business cycles

 January 2018                                       AKER ASA | Credit presentation                                              14
Key financial parameter
#1 - Loan to value well within investment grade

Net LTV – maintain conservative gearing level                                                                                                                                                              Moody’s rating assessment
                                                                                                                                                                                                                 of LTV ratio:
               60                                                                                                                                                                                       35 %

                                                                                                                                                     2)
                                NAV (BNOK)                           GAV (net debt basis, BNOK)                                    Net LTV (%)                                                                        LTV 25 - 35%
                                                                                                                                                                                                        30 %          ~ BBB rating
               50

                                                                                                                                                                                                        25 %
               40
                                                                                                                                                                                                                      LTV 15 - 25%
 NOK billion

                                                                                                                                                                                     Target:            20 %            ~ A rating
                                                                                                                                                                              LTV to be well
               30
                                                                                                                                                                           within investment
                                                                                                                                                                                       grade            15 %
                                                                                                                                                                                                                      LTV 10 - 15%
                                                                                                                                                                                                                       ~ AA rating
               20
                                                                                                                                                                                                        10 %

               10                                                                                                                                                                                                       LTV < 10%
                                                                                                                                                                                                        5%             ~ AAA rating

               0                                                                                                                                              1)
                                                                                                                                                                                                        0%
                    2009   2010        2011        2012         2013        2014        2015         2016        1Q17        2Q17        3Q17         4Q17
 1) Estimated 4Q 2017 figures based on market values of listed holdings per 31.12.17, including shares acquired as part of Aker BPs equity issue in November 2017. Values of all other non-listed assets, as well as cash, are based on 30.09.17 book
   values; i.e. dividends received and other cash flow items in the fourth quarter are excluded. AMSC TRS per 30.09.17. Debt as per 30.09.17, and only adjusted for NOK 1.6 billion to finance share acquisition in Aker BP in November             15
 2)Interest bearing debt net of cash divided by GAV net of cash
Key financial parameters
#2 – Cash income vs expenses and #3 - Liquidity reserves and debt coverage

                                                                                                              1)                                                                             2)
Cash in- and outflow at Aker ASA and holding companies                                                                           Liquidity reserves and debt coverage
NOK million                                                                                                                      NOK million

   2 000                                                                                           1,6 x                          9 000                               Bond debt      Bank debt
                           Cash inflow /
                           Cash outflow                                                                                           8 000
   1 500                                                                                           1,4 x
                                                    1,2 x                                                                         7 000                  Liquidity reserves
   1 000                                                                            Target         1,2 x                                                 cover 2-3 years of
                  Cash                                             0,9 x                                                          6 000                  debt maturities
                                    0,9 x
      500        income                                                                            1,0 x
                                                                                                                                  5 000
                    0,7 x
          0                                                                                        0,8 x                          4 000           Liquidity
                                                                 Opex and                                                                         reserves
     -500                                                      finance costs                       0,6 x                          3 000

   -1 000                                                                                          0,4 x                          2 000
                                                                 Dividend
                                                                   paid                                                           1 000
   -1 500                                                                                          0,2 x
                                                                                                                                        0
   -2 000                                                                                          -                                              2018            2019        2020          2021   2022
                  2014            2015             2016            2017            2018

             Increasing upstream dividend from portfolio                                                                                 Liquidity reserves to cover ~3 years of debt maturities
             Flexibility in dividend policy, Aker distributes 2-4% NAV                                                                   Refinancing of upcoming bond loans to further improve metric
             Liquid assets and low LTV boosts flexibility                                                                                Bank debt extendable

    1)Cash inflow – recurring cash income: dividends received, interest income | Cash outflow – recurring cash expenses: opex, dividend, interest cost                                                    16
    2)Liquidity reserve as of 30.09.2017 adjusted for the NOK 500 million increase to Aker ASA RCF during Q4
Aker ASA - A solid credit

    1          A solid balance sheet with low LTV

    2          Strong upstream dividend and liquid assets

               A portfolio of quality companies with robust capital
    3          structures

    4          Transparent conservative debt strategy

    5          A proven track record of creating value through M&A

January 2018                                            AKER ASA | Credit presentation   17
Appendix

January 2018   AKER ASA | Credit presentation   18
Aker ASA and holding companies
Income statement

  Amounts in NOK million                                                                     2Q 2017                 3Q 2017     YTD 2016     YTD 2017   Year 2016
  Sales gains                                                                                          -                     -      1 9061)          -       1 906
  Operating expenses                                                                                (54)                  (51)      (126)        (168)       (198)
  EBITDA                                                                                            (54)                  (51)      1 780        (168)       1 708
  Depreciation and impairment                                                                         (4)                  (4)       (30)         (11)        (32)
  Value change                                                                                    (392)                   (38)      (217)        (296)         (8)
  Net other financial items                                                                         249                   321         818        1 014        950
  Profit before tax                                                                               (201)                   229       2 351          539       2 617
 1)Included a one-off reduction in pension liabilities of approximately NOK 30 million

January 2018                                                                             AKER ASA | Credit presentation                                              19
Proud ownership
Disclaimer
▪ This Document includes and is based, inter alia, on forward-looking information and statements that are subject to risks and uncertainties
   that could cause actual results to differ. These statements and this Document are based on current expectations, estimates and
   projections about global economic conditions, the economic conditions of the regions and industries that are major markets for Aker ASA
   and Aker ASA’s (including subsidiaries and affiliates) lines of business. These expectations, estimates and projections are generally
   identifiable by statements containing words such as ”expects”, ”believes”, ”estimates” or similar expressions. Important factors that could
   cause actual results to differ materially from those expectations include, among others, economic and market conditions in the
   geographic areas and industries that are or will be major markets for Aker's businesses, oil prices, market acceptance of new products
   and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may
   be discussed from time to time in the Document. Although Aker ASA believes that its expectations and the Document are based upon
   reasonable assumptions, it can give no assurance that those expectations will be achieved or that the actual results will be as set out in
   the Document. Aker ASA is making no representation or warranty, expressed or implied, as to the accuracy, reliability or completeness of
   the Document, and neither Aker ASA nor any of its directors, officers or employees will have any liability to you or any other persons
   resulting from your use.
▪ The Aker group consists of many legally independent entities, constituting their own separate identities. Aker is used as the common
   brand or trade mark for most of this entities. In this document we may sometimes use ”Aker", "Group, "we" or "us" when we refer to Aker
   companies in general or where no useful purpose is served by identifying any particular Aker company.

January 2018                                               AKER ASA | Credit presentation                                                        21
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