ANNUAL
REPORT
2025 in brief
Shareholder distributions: Akastor made its first
shareholder distributions in 2025, totalling NOK 0.75 per
share.
Net capital employed
1)
NOK million, 31 December 2025
Value per share NOK
Net Capital
Employed
Listed
Holdings
2
Other NIBD Equity
2024: 5.0bn
4.5
NOK BILLION
2024: 839m
2024: 1 653m
2024: 87%
PAGE 2
841
NOK MILLION
(148)
NOK MILLION
89
PERCENT
2024: +11%
(8.6)
PERCENT
12.9 2.5 1.2 0.3 0.0 (0.5) 16.4 3.1 19.5
3 527
684
335
76
0
(128)
4 493
841
5 335
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) Included listed holdings in ABL Group and Maha Capital. Holding in Maha Capital fully realized in 1Q 2026.
Increased ownership in AKOFS Oshore: Akastor
completed the agreed ownership realignment with Mitsui,
increasing its stake from 50 percent to 66.7 percent, with
MOL holding the remaining one-third.
Good AKOFS operational performance: AKOFS Oshore
delivered high fleet utilization, completed the AKOFS
Seafarer Class Renewal Survey, and began the vessel’s
improved-rate option period at year-end.
Major contract awards for AKOFS: AKOFS Oshore
strengthened its long-term backlog through key contract
wins, including a new four-year MPSV contract for AKOFS
Santos and a four-year SESV contract for Aker Wayfarer,
both expected to start in 2027.
HMH bond refinancing: HMH successfully issued USD
200 million in senior secured bonds at improved terms,
enhancing its capital structure.
DDW Oshore progress: DDW Oshore delivered on
its backlog with strong fleet utilization, refinanced its
term loan on improved terms, and completed the post–
year-end sale of Skandi Atlantic.
Solid financial position maintained: Net capital employed
ended at NOK 4.5 billion, net cash position remained NOK
0.8 billion, and equity stood at NOK 5.3 billion at year-end.
ANNUAL REPORT 2025
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 2025
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
PAGE 4PAGE 4
Message from the CEO
2025 has been a defining year for Akastor,
in which we translated the financial
strength gained in 2024 into tangible value
creation for our shareholders. Most notably,
we completed our first-ever distribution to
shareholders, marking a significant milestone
in our long-term realization strategy, and a
second distribution later in the year further
demonstrated the robustness of our
financial position and our commitment to
disciplined capital allocation.
Throughout the year, our focus remained on
executing our strategy of active ownership,
safeguarding our net cash position, and
supporting the development of our portfolio
companies. I am pleased to see continued
operational progress across the group,
despite market conditions that in some
areas—particularly offshore drilling—were
more challenging than expected. Even so,
toward the end of the year and into early
2026, we have seen signs of improvement,
with renewed tendering activity and contract
awards that support a more constructive
outlook. At the same time, renewed unrest
and military escalation in the Middle East
— including attacks in and around Iran —
have added uncertainty to global energy
markets and financial market sentiment.
HMH delivered another year of solid
operational performance and stable
financial results. The company
successfully refinanced its outstanding
bond in December, strengthening its
financial foundation and extending
its maturity profile. Preparations for
a potential U.S. listing continued
throughout 2025, with updated filings
submitted and the company maintaining
readiness to pursue an offering when
market conditions permit. HMH remains
well positioned to benefit from improving
sentiment in the offshore drilling market,
as operators increasingly prepare for
new campaigns and equipment needs.
In AKOFS Offshore, operational
performance across the fleet remained
strong. A key milestone was the formal
award of a new four-year contract for
AKOFS Santos, which will commence
in early 2027 on materially improved
commercial terms. In February 2026,
AKOFS Offshore further strengthened its
long-term backlog through the signing
of the new four-year SESV contract for
Aker Wayfarer, following Petrobras’ tender
process last year - representing another
significant commercial milestone for the
company. AKOFS Seafarer completed
its Class Renewal Survey during the
year and began its new option period
toward year end at enhanced dayrates.
Together, these developments represent
a step-change in the future earnings
potential of AKOFS Offshore.
DDW Offshore focused on delivering on
its contracted backlog throughout 2025.
Early in 2026, we completed the sale
of Skandi Atlantic, further simplifying
the fleet and strengthening financial
flexibility. We continue to evaluate
strategic alternatives for the remaining
vessels in line with market conditions
and our value-focused approach.
Across Akastor, our progress in 2025
reflects the disciplined execution of our
strategy: strengthening our financial
platform, optimizing our portfolio,
close cooperation with co-owners and
enabling shareholder returns. At the
same time, we remain mindful of the
broader environment—characterized
by geopolitical tensions, notably in the
Middle East, cost inflation and uneven
market visibility in certain segments.
These uncertainties reinforce the
importance of maintaining financial resilience,
operational excellence, and strong relationships
with partners, customers, and co owners.
As we enter 2026, Akastor is in a strong position:
debt-free at the holding level, supported by
improving market fundamentals in key segments,
and with clearer earnings trajectories across
our largest assets. We will continue to assess
opportunities to realize value where conditions
allow, while remaining committed to responsible
management and long-term value creation.
Finally, I would like to extend my gratitude to
the employees and management teams across
our portfolio companies. Their dedication and
professionalism are essential to our performance
and to the trust placed in us by our stakeholders.
I look forward to building on this foundation as we
continue delivering on our strategic ambitions.
Karl Erik Kjelstad,
CEO
ANNUAL REPORT 2025PAGE 5
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
ANNUAL REPORT 2025PAGE 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 2025PAGE 6
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
PAGE 6
Key Events 2025
During 2025, Akastor made significant
progress in executing its strategic
agenda, with a continued focus on
optimizing its portfolio, enhancing
financial robustness and returning capital
to shareholders. Highlights of the year
included:
First shareholder distributions: In July and
November 2025, Akastor announced and
paid its inaugural shareholder distributions,
underpinned by robust cash generation and
the complete divestment of its holding in
Odfjell Drilling. This demonstrates Akastor’s
ongoing commitment to returning surplus
capital to its shareholders, with total
dividends of NOK 0.75 per share distributed
over the course of 2025.
Increased ownership in AKOFS Oshore:
During the year, Akastor completed
ownership-related steps that resulted in
Akastor and MOL holding two-thirds and
one-third of the shares, respectively. These
steps finalized the ownership realignment
agreed with Mitsui in 2024 and increased
Akastor’s ownership from 50 percent to
two-thirds.
Good operational performance at AKOFS
Oshore: AKOFS Oshore achieved
consistently high fleet utilization and
successfully completed the five-year Class
Renewal Survey for AKOFS Seafarer. The
company also benefited from improved
terms with the commencement of
Seafarer’s new contract option period
in December 2025, alongside continued
robust performance from both Aker
Wayfarer and AKOFS Santos.
Contract awards for AKOFS Oshore:
AKOFS Oshore strengthened its long-term
backlog through key contract wins, including
a new four-year MPSV contract for AKOFS
Santos and a four-year SESV contract for
Aker Wayfarer, both expected to start in
2027. These developments substantially
strengthen AKOFS Oshore’s backlog and
reinforce its strong market position in Brazil.
Successful placement of new USD 200
million senior secured bonds by HMH: In
December, HMH successfully completed
the issuance of USD 200 million in senior
secured bonds, featuring a three-year tenor
and a fixed coupon rate of 7.875 percent.
This represents a significant improvement
compared to its previous bonds and
underscores HMH’s strong position in the
capital markets.
DDW Oshore operational and financial
progress: DDW Oshore delivered on its
existing backlog during 2025, with Skandi
Peregrino and Skandi Atlantic commencing
their long-term contracts and performing
well, remaining on hire throughout the
year. During the year, DDW Oshore also
refinanced its term loan on improved terms,
lowering financing costs going forward.
Post year-end, DDW Oshore completed
the sale of Skandi Atlantic for USD 22.75
million.
Akastor’s total net capital employed at
year-end 2025 was NOK 4.5 billion, a
reduction of approximately NOK 0.5 billion
compared to year-end 2024. The decrease
was primarily driven by the realization of
holdings and foreign exchange eects. Net
interest-bearing debt remained at a net
cash position of NOK 0.8 billion at year-end
2025, unchanged from year-end 2024,
reflecting the combined impact of dividend
payments and other movements during the
period. Total equity at year-end 2025 was
NOK 5.3 billion, compared with NOK 5.9
billion at year-end 2024.
ANNUAL REPORT 2025PAGE 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 two oshore
vessels
2)
.
Ownership interest
4.5%
ABL Group, oers
independent energy and
marine consultancy to the
global renewables, maritime
and oil and gas sectors.
Ownership interest
1)
1.7%
Maha Capital, a diversified
investment platform,
focused on fintech credit
solutions.
Ownership interest
36%
Føn Energy Services,
an independent service
provider to the oshore
and onshore wind
industry.
Ownership interest
33%
IKM Løeteknikk, a service
provider within crane,
liing technology and
lifesaving appliances.
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 2025, 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
Oslo in Norway, with a team of 9 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
66.7%
FinancialIndustrial
1) Akastor’s ownership interest at year-end 2025 was 1.7 percent, and the holding was fully realized in January 2026.
2) The Skandi Atlantic vessel was disposed in January 2026.
ANNUAL REPORT 2025PAGE 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 ahead of 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.
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 2025PAGE 9
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Outlook
During 2025, Akastor maintained a
solid financial position, building on
the strengthened balance sheet
achieved in the prior year. With a
net cash position established in
2024, the company focused on
disciplined capital allocation, enabling
shareholder distributions while
preserving financial flexibility going
into 2026.
Akastor’s portfolio companies remain
closely linked to developments in
the global oilfield services industry.
While energy market fundamentals
have remained broadly stable, activity
levels have varied across segments.
For HMH, the oshore drilling market
was more challenging through 2025,
as several rig operators experienced
slower tendering and delayed
contracting decisions. However,
entering 2026, sentiment among
drillers has improved, supported
by recent contract awards and
increasing visibility on upcoming
opportunities. These developments, if
sustained, may contribute positively to
equipment and service providers such
as HMH.
Within subsea and marine services,
activity levels have remained steady,
and the fundamentals supporting
long-term oshore spending
remain intact. Continued focus on
operational performance across
portfolio companies will be important
in ensuring value creation in an
environment that still carries some
uncertainty.
A range of external factors, such as
geopolitical tensions, inflationary
pressure, uncertainty surrounding
tari regimes and potential new
trade barriers as well as broader
macroeconomic volatility, continue
to influence global markets and may
impact investment decisions, project
timing and supply chains. Recent
unrest and military escalation in the
Middle East, including aacks in and
around Iran, have further increased
uncertainty in global energy markets
and trade flows. These factors
create a backdrop of uncertainty to
which Akastor remains aentive as it
evaluates strategic actions.
Despite these external factors,
Akastor enters 2026 with a healthy
financial platform, a portfolio
positioned for improving market
conditions, and a continued focus
on disciplined capital allocation. The
key priorities remain centered on
realizing value from the portfolio and
distributing proceeds to shareholders
through: (i) enabling liquidity for
selected holdings, whether through
separate listings or other mechanisms
that can facilitate future divestments;
(ii) optimizing the timing of exits from
financial investments to maximize
value realization; and (iii) continuing
to develop portfolio companies with
a longer term horizon, ultimately
targeting divestment when aractive
opportunities arise.
ANNUAL REPORT 2025PAGE 10
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
ANNUAL REPORT 2025PAGE 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. At year-
end 2025, the company had
approximately 2 250 employees
inclusive contractors. HMH is
structured into three distinct
business segments:
• 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 2025 totalled USD
822 million, a 2 percent decrease
from USD 843 million in 2024. This
development reflected lower activity
within Spares versus the prior year,
partially oset by resilient activity in
Aermarket Services.
Adjusted EBITDA for 2025 was USD
167 million, down around 1 percent
from 2024, implying an adjusted
EBITDA margin of 20.3 percent for
2025. The margin improvement was
supported by cost eciencies and
inventory optimization through the
year.
Revenues from Projects, Products &
Other amounted to USD 224 million
in 2025, broadly in line with the
prior year, reflecting the conversion
ANNUAL REPORT 2025PAGE 11
of strong 2024 order intake into
equipment deliveries during 2025.
Aermarket Services delivered
USD 384 million in revenue in 2025,
compared to USD 366 million in 2024,
reflecting sustained activity across
the installed base and stable demand
for services and digital solutions.
Revenues from Spares ended at USD
214 million, compared to USD 248
million in 2024, as customer spending
moderated in a flaer rig-activity
environment.
Total order intake for HMH was USD
717 million in 2025, compared with
USD 793 million in 2024. The decline
was mainly driven by lower intake
in Spares (USD 237 million in 2025
versus USD 270 million in 2024) and
in Projects, Products & Other (USD
125 million versus USD 197 million),
reflecting reduced product activity
and a flaer rig-activity environment.
Intake in Service remained resilient at
USD 355 million in 2025, compared
with USD 326 million in 2024.
HMH continued to operate in a
market that remained challenging
through 2025, as deferred tendering
and contract delays earlier in the
cycle continued to aect rig activity
and, in turn, demand paerns for
equipment and services. Despite
this, the long-term outlook for
oshore drilling remains constructive,
with improving sentiment entering
2026 supported by recent contract
awards and increased visibility on
upcoming drilling programs. The
muted newbuild market is expected
to persist, but ongoing focus on fleet
upgrades and maintenance supports
continued activity in HMH’s core
aermarket segments.
In December, HMH successfully
refinanced its outstanding bond
through the placement of a new USD
200 million senior secured bond with
a three-year tenor, strengthening its
financial position and extending its
debt maturity profile.
HMH continued its preparations for
a potential U.S. initial public oering
during 2025, with updated filings
submied to the SEC. While market
conditions did not allow for a listing
during the year, the IPO remains
an important strategic objective
for both HMH and Akastor, with
timing dependent on capital market
developments.
Looking ahead, HMH will
maintain its focus on operational
performance, aermarket growth,
technology development, and
selective M&A. A potential U.S.
listing remains a key priority for
Akastor as it seeks to create
liquidity and optionality around its
investment in HMH.
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
ANNUAL REPORT 2025PAGE 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 had around 360
employees inclusive contractors at year-
end 2025.
Per year end 2025, Akastor owned 66.7
percent of the shares in AKOFS Oshore,
with the remaining shares owned by
Mitsui O.S.K. Lines. During 2025, Akastor
completed ownership-related steps that
resulted in increased ownership from
50 percent to 66.7 percent, finalizing
the realignment agreed with Mitsui in
2024. AKOFS Oshore is classified as
a joint venture and accounted for using
the equity method in the consolidated
financial statements.
The company’s revenue was USD 138
million in 2025, broadly in line with
the previous year. Higher activity and
improved utilization on AKOFS Santos
compared with 2024 supported
revenues, while the scheduled
Class Renewal Survey (CRS) for
AKOFS Seafarer temporarily reduced
contribution from the vessel. EBITDA
decreased from USD 39 million in 2024
to USD 34 million in 2025, primarily
reflecting higher maintenance-related
costs in Brazil as well as other
operational eects during the year.
AKOFS Oshore delivered another year
of solid operational performance in
2025, supported by strong activity levels
across the fleet. Both AKOFS Santos
and Aker Wayfarer continued to operate
under their contracts with Petrobras in
Brazil for subsea equipment installation
work. Aker Wayfarer delivered stable
operations throughout the year, with
annual revenue utilization of 96 percent,
while AKOFS Santos reported 93
percent for the year.
Key Figures
1)
Amounts in USD million
Revenue and other income 138 139
EBITDA 34 39
EBIT (7) (2)
CAPEX and R&D capitalization 29 6
Net capital employed 283 271
Order intake 144 296
Order backlog 547 506
1. The figures are presented at 100 percent basis.
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
ANNUAL REPORT 2025PAGE 13
AKOFS Seafarer also continued to
perform well under its long-term
Light Well Intervention contract with
Equinor. The vessel completed its
Class Renewal Survey (CRS) during
the year, which temporarily reduced
utilization but was executed according
to plan and budget. Total revenue
utilization for AKOFS Seafarer ended at
78 percent, with strong uptime outside
the yard period. From December 2025,
Seafarer transitioned into its exercised
option period with improved day rates,
enhancing forward earnings visibility.
During the year, AKOFS Santos was
formally awarded a new four-year
MPSV contract with Petrobras,
commencing in early 2027. The
contract has a total value of USD 246
million, of which USD 144 million is
aributable to AKOFS Oshore and
was recognized as backlog during
2025. The agreement includes an
improved day rate and represents a
step in strengthening the long-term
earnings profile of the company.
In January 2026, AKOFS Oshore
signed an amendment extending the
current contract for AKOFS Santos
to January 2027, ensuring a seamless
transition into the new contract
period. Ahead of commencement, the
vessel will undergo around 60 days of
preparations during 2026.
In February 2026, Aker Wayfarer
was awarded a four-year SESV
contract with Petrobras, expected
to commence in the third quarter of
2027. The total contract value is USD
330 million, of which about USD 213
million will be revenue allocated to
AKOFS Oshore and included in the
company’s backlog. Together, these
commercial developments materially
enhance earnings visibility for AKOFS
Oshore in the coming years.
As noted previously, AKOFS Oshore
has for a period been aected by
relatively low investment levels among
oil companies, limiting available
prospects and impacting contract
terms. However, current market
conditions indicate potential for
improved revenues and earnings as
vessels transition onto new terms. This
is demonstrated by AKOFS Seafarer’s
newly commenced option period and
the day rate upli associated with the
new Santos contract.
Entering 2026, AKOFS Oshore is
well positioned with a higher contract
backlog than the year before and
improving commercial terms driven
by recent contract awards and
higher day rates. AKOFS Seafarer
continues to operate at the enhanced
rate under the option period, Aker
Wayfarer will undergo its planned
Class Renewal Survey in the first
quarter before returning to operations,
and AKOFS Santos will complete
preparations for its new long-term
contract starting in early 2027.
While 2026 will be partly aected
by periods out of operation for both
Aker Wayfarer and AKOFS Santos,
the overall outlook is improving,
supported by updated commercial
terms through the forthcoming
contract commencements. Across the
fleet, AKOFS Oshore will continue
to prioritize high operational uptime,
disciplined execution, and the pursuit
of opportunities aligned with its core
strengths in 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 2025PAGE 14
DDW Oshore
Through 2025, DDW Oshore owned
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 387 million in 2025,
compared to NOK 278 million in 2024.
EBITDA in 2025 ended at NOK 117
million, up from NOK 91 million in 2024,
driven by higher average utilization of
the fleet.
DDW Oshore’s activity in 2025 was
focused on delivering on its existing
backlog, with all three vessels active
during the year. Skandi Atlantic
commenced a new contract in
Australia at the beginning of January
2025 and remained continuously on
hire for the remainder of the year, with
total revenue utilization of 97 percent.
Skandi Peregrino faced certain
delays prior to commencement
but ultimately transitioned onto its
long-term contract secured in 2024
aer completing mobilization and
preparations in Australia. The contract
commenced in June, aer which
operations proceeded as planned.
Skandi Peregrino remained on hire for
the rest of the year, delivering total
revenue utilization of 50 percent.
Skandi Emerald continued on the
same contract held at year-end 2024,
operating for Petrofac in Australia
through late October 2025, including
several shorter contract extensions.
Aer completing the engagement,
the vessel demobilized to Singapore,
where it entered the spot market
ahead of its Class Renewal Survey
(CRS) in February 2026. Total revenue
utilization for 2025 amounted to 87
percent, and the vessel is available
from Singapore for new opportunities
following its CRS.
In the fourth quarter, DDW Oshore
refinanced its term loan through
a new USD 24 million Reducing
Revolving Credit Facility (RCF),
secured on improved terms that will
lower financing costs going forward.
In January 2026, DDW Oshore
completed the sale of Skandi Atlantic
for USD 22.75 million. Under the
terms of the new facility, the total
RCF commitment was reduced by
one-third (USD 8 million) following
the divestment, and the company’s
debt position has been reduced
accordingly.
Across the fleet, 2025 represented
a year of executing the established
backlog and stabilizing operations
aer earlier delays. With the sale of
Skandi Atlantic completed in early
2026, DDW Oshore will concentrate
on maximizing utilization and
commercial performance for the two
remaining vessels. The company
will continue to assess a range of
strategic alternatives for these units,
including operational deployment
and potential asset transactions,
consistent with market conditions and
Akastor’s value focused ownership
strategy.
Key Figures
Amounts in NOK million
Revenue and other income 387 278
EBITDA 117 91
EBIT 63 68
NCOA 36 25
Net capital employed 335 415
ANNUAL REPORT 2025
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
PAGE 15
Other Holdings
Other Holdings at year-end 2025
comprised an economic interest of
around 15 percent in NES Fircro,
a 4.5 percent shareholding in ABL
Group, a 1.7 percent shareholding
in Maha Capital, and a 36 percent
shareholding in Føn Energy
Services. During 2025, parts of Føn
Energy Services’ business were
transferred to the newly established
company IKM Løeteknikk, owned
by IKM (67 percent) and Akastor (33
percent). Following this transaction,
Føn Energy Services focuses
exclusively on oshore wind.
Total EBITDA for Other Holdings
for the year was negative NOK 76
million, driven primarily by corporate
costs. The EBITDA in 2024 was
positively impacted by other income
of NOK 630 million related to the
DRU arbitration award received. Net
Key Figures
Amounts in NOK million 2025 2024
Revenue and other income 3 644
EBITDA (76) 558
EBIT (79) 553
NCOA (37) (109)
Net capital employed 631 891
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 2025
was NOK 390 million, compared
to NOK 922 million in 2024. 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 41 million,
compared to positive NOK 648 million
in 2024.
Depreciation and impairment were
NOK 57 million in 2025, compared to
NOK 27 million in the previous year.
Net financial expenses were NOK
166 million in 2025, compared to net
financial income of NOK 1 006 million
in the previous year which included
interest compensation of NOK 717
million related to the DRU arbitration
award. Finance income and costs
include interest income and expenses
from receivables and borrowings,
fair value changes in financial assets
measured at fair value and net
foreign exchange loss. Akastor’s
share of net profit from the equity-
accounted investments was NOK 25
million, compared to net loss of NOK
1 million in 2024, mainly related to net
profit in HMH, oset by net loss in
capital employed decreased from
NOK 891 million at year-end 2024 to
NOK 631 million at year-end 2025.
The reduction was mainly aributable
to the realization of the Odfjell
Drilling shares, as well as valuation
adjustments and foreign exchange
eects related to NES Fircro.
In January 2026, Akastor’s shareholding
in Maha Capital was fully divested for
total proceeds of SEK 37 million.
ANNUAL REPORT 2025PAGE 16
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
AKOFS Oshore. Akastor no longer
recognizes further net loss from
AKOFS Oshore aer the carrying
amount of the investment was
reduced to zero.
Net loss from continuing operations
was NOK 157 million, compared to net
profit of NOK 1 623 million in 2024. Net
profit from discontinued operations
was NOK 9 million compared to NOK
30 million in 2024, mainly related to re-
assessment of deferred consideration
on divestments from prior years. The
group had net loss of NOK 148 million
for the year, compared to net profit of
NOK 1 653 million in 2024.
Financial Position
Total assets of Akastor amounted to
NOK 6.0 billion as of December 31, 2025,
compared with NOK 6.7 billion at year-
end 2024. The reduction was primarily
driven by the realization of holdings as
well as foreign exchange eects.
As of December 31, 2025, Akastor had
a net cash position (excluding lease
liabilities) of NOK 40 million, while net
interest-bearing items were positive
NOK 841 million. Both the net cash
position and interest-bearing items
remained largely consistent with the
previous year.
Total equity amounted to NOK 5.3
billion at year-end 2025. The equity
ratio was 89 percent as of December
31, 2025, compared to 87 percent as of
December 31, 2024.
Cash Flow
As of December 31, 2025, Akastor had
cash of NOK 43 million, compared to
NOK 47 million as of December 31,
2024. Including an undrawn commied
credit facility of NOK 302 million and
a liquidity fund investment of NOK
276 million, the total liquidity reserve
amounted to NOK 621 million at year-
end 2025.
Net cash flow from investing activities
was positive NOK 221 million, compared
to negative NOK 761 million in 2024.
The cash flow from investing activities
included proceeds of NOK 222 million
from the divestment of shareholdings in
Odfjell Drilling.
Net cash flow from financing activities
amounted to negative NOK 274 million
which included cash dividends paid
of NOK 204 million as well as net
repayment of borrowings of NOK
66 million. The net cash flow from
financing activities in 2024 was
negative NOK 1 132 million mainly
related to repayment of Akastor’s
corporate loan facilities upon receiving
proceeds related to the DRU award.
Subsequent Events
In January 2026, DDW Oshore, a
subsidiary of Akastor ASA, completed
the sale of Skandi Atlantic for a
purchase price of USD 22.75 million.
Under the terms of DDW Oshore’s
revolving credit facility, the facility was
reduced by USD 8 million following
the divestment.
In January 2026, Akastor completed
the full realization of its holding in
Maha Capital for total proceeds of
SEK 37 million.
On February 23, 2026, Akastor
distributed a cash dividend to its
shareholders of NOK 0.4 per share (in
total NOK 109 million), based on the
2024 annual accounts.
Going Concern
The Board of Directors confirms that
the going concern assumption, on
which the financial statements have
been prepared, is appropriate.
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. Akastor
ASA had a net profit of NOK 83 million
in 2025 (net profit of NOK 1 254 million
in 2024).
The company does not intend to
distribute regular or annual dividends.
Rather, dividend distributions will be
evaluated on an ongoing basis, taking
into account M&A activity, expected
cash flow, capital expenditure plans,
financing requirements and the need
to maintain appropriate financial
flexibility.
ANNUAL REPORT 2025PAGE 17
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Consistent with the dividend
policy, Akastor carried out dividend
distributions during 2025, totalling
NOK 0.75 per share based on
the 2024 annual accounts. The
distribution was declared in
accordance with the authorization
granted to the Board of Directors at
the Annual General Meeting on April
24, 2025.
For the financial year 2025, the Board
of Directors proposes no further
dividend and that the net profit
for the year of NOK 83 million be
allocated to retained earnings.
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 2025 or 2024.
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.
Whilst we have seen a moderation
in inflation and interest rates during
2025, geopolitical conflicts continue
to introduce macroeconomic
volatility, which is expected to
continue to impact markets in 2026.
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
managed 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.
The goal of financial risk
management is to minimize adverse
eects on Akastor’s financial position.
As of year-end 2025, Akastor holds
a net cash position which lessens its
reliance on external financing. The
primary credit exposure is 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
ANNUAL REPORT 2025PAGE 18
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
double materiality assessment been
conducted.
This sustainability disclosure focuses
on Akastor’s performance as a group
company and employer, aligned with
the scope of the financial reporting in
Akastor’s annual report. The scope of
disclosure in this report is on Akastor
ASA as a consolidated investment
company. Akastor’s two main
industrial holdings, HMH and AKOFS
Oshore, issue separate reporting on
sustainability and which is available
on their websites.
Environmental maers
As an investment company, Akastor’s
direct environmental footprint is
not significant. However, Akastor’s
primary investments reside in the
oil and gas industry, and where the
environmental footprint is more
substantial and where there is a focus
to conduct its operations in a manner
that minimizes negative environmental
impact. Simultaneously, Akastor’s
portfolio companies contribute in
the energy transition by oering
advanced services and products
that enable clients to produce
conventional energy sources as
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 section
below; “Sustainability Information”.
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
percent 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.
Sustainability Information
Akastor ASA is subject to annual
sustainability reporting requirements
pursuant to section 2-4 (6) of the
Norwegian Accounting Act and
provides as below an overview of
the company’s sustainability-related
priorities, policies, and key indicators,
based on the information available to
management at the date of approval
of the annual report. The information
has been prepared with reference
to the principles underlying the
Voluntary Sustainability Reporting
Standard for non-listed SMEs (VSME)
developed by EFRAG, ref. section 2-4
(8) of the Norwegian Accounting Act.
It is not intended that the content
herein shall constitute a complete
sustainability report, nor has a formal
eciently as possible. This approach
ensures access to secure and
aordable energy while minimizing
the carbon footprint as much as
possible. Additionally, it helps avoid
increases in other, potentially more
environmentally damaging, energy
sources.
As an investment company, Akastor’s
exposure to both transition and
physical risks is directly related to
the risks identified by its portfolio
companies. The principal climate-
related risks facing Akastor stem
from its industrial investments in the
oil and gas sector, particularly in the
context of the industry’s transition
towards a low-carbon economy and
the broader replacement of fossil
fuel-based energy with renewable
energy sources.
Akastor monitors compliance with
its expectations, including on ESG
maers, primarily through board
representation in its industrial and
financial holdings. Each industrial
holding evaluates climate-related
risks and opportunities as part of its
annual risk assessment and reports
regularly to Akastor on these maers.
PAGE 19 ANNUAL REPORT 2025
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Emission reporting
The emission report focuses on
carbon emissions, particularly
CO
2
. Aligned with the Greenhouse
Gas Protocol (GHG-protocol), we
categorize emissions into Scope 1
(direct emissions), Scope 2 (indirect
emissions from purchased electricity)
and Scope 3 (other indirect emissions).
Scope 3 emissions are limited to
waste and air travel emissions both
for Akastor and for HMH and AKOFS
Oshore.
Social maers – Employees and
working conditions
The Akastor organization relies on
a small group of key professionals,
making it crucial to maintain a
positive work environment and retain
skilled sta. Akastor encourages skill
development and sharing knowledge.
Akastor is commied to equal
opportunity and non-discrimination.
Employees receive competitive
benefits, including on-site health
center, insurance for occupational
injuries, accidents, sickness, disability,
travel, and insurance for group life.
At year-end 2025, Akastor ASA’s
board comprised five directors, of
which two are female directors. On
a consolidated basis, Akastor had
9 employees (FTE) as of December
31, 2025, and the male/female ratio
was 2/1. Akastor regularly assesses
whether the principle of equal pay for
equal work has been implemented,
both in its own organization as well
as in the companies it owns. No
significant dierences have been
identified.
Social maers – Human rights
The company is commied to
respecting fundamental human rights
as set out in internationally recognized
standards. Given the nature of the
business, the Board assesses the
risk of adverse human rights impacts
to be limited. For more information,
please refer to the Transparency Act
Statement released by the Board,
which can be found on Akastor’s
website.
Akastor consolidated GHG emissions report
Scope 1 (direct emissions) 2025 2024
DDW Offshore
1)
Vessel fuel 29 813 tCO
2
e 23 066 tCO
2
e
Scope 2 (indirect emissions from purchased electricity)
Akastor Office electricity, heating and cooling 1 tCO
2
e 1 tCO
2
e
Scope 3 (other indirect emissions)
Akastor Air travel and waste 73 tCO
2
e 172 tCO
2
e
AKOFS Offshore
2)
67%/50% of Scope 1, 2 and 3 34 014 tCO
2
e 25 281 tCO
2
e
HMH 50% of Scope 1, 2 and 3 4 019 tCO
2
e 9 167 tCO
2
e
Total Akastor Sum of Scope 1, 2 and 3 67 920 tCO
2
e 57 687 tCO
2
e
1) Increase in 2025 due to one vessel not on contract for half year of 2024
2) Increase in 2025 due to increased ownership from 50% to 67% in 2025
Key Figures on Social in Akastor
2025 2024
Number of employees 9 FTEs 9 FTEs
Employee turnover 0% 9%
Nationalities represented 4 5
Share of women 33% 40%
Sick leave 1% ≤ 1%
ANNUAL REPORT 2025PAGE 20
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
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. Corporate governance
is a priority for Akastor’s Board
of Directors, management, and
employees, as well as in managing
Akastor’s portfolio companies.
Sustainability considerations are
integrated into the company’s
business strategy, risk management
and internal control processes to the
extent deemed appropriate given the
size, nature and complexity of the
company’s operations.
Akastor takes pride in active
ownership, which means using all
available tools as an owner. This
approach includes:
• Identify and pursue opportunities:
Akastor’s investment team seeks
transactional and structural
opportunities to add value to
portfolio companies.
• Collaborate with co-owners: We
ensure cooperation with co-
owners through transparency,
trust, and adherence to governing
documents like shareholder
agreements.
• Implement governance models:
Establish and enhance governance
models for each portfolio
Fornebu, March 17, 2026 I Board of Directors of Akastor ASA
Frank O. Reite
Chairperson
Lone Fønss Schrøder
Deputy Chairperson
Svein Oskar Stoknes
Director
Eva Sagemo
Director
Luis Antonio G. Araujo
Director
Karl Erik Kjelstad
CEO
company, continuously seeking
improvements.
• Exercise management through
directorships: Appoint directors
in each company to oversee
operations and collaborate
with management for value
enhancement.
• Support key functional disciplines:
Akastor’s corporate team works
with industrial holdings on finance,
treasury, tax, legal, compliance,
and ESG through regular reports
and meetings to ensure quality
performance and mitigate risks.
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.
ANNUAL REPORT 2025PAGE 21
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
The Board of Directors and the 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, 2025. 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 2025 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, 2025.
• 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.
Declaration by the Board
of Directors and CEO
Fornebu, March 17, 2026 I Board of Directors of Akastor ASA
Frank O. Reite
Chairperson
Lone Fønss Schrøder
Deputy Chairperson
Svein Oskar Stoknes
Director
Eva Sagemo
Director
Luis Antonio G. Araujo
Director
Karl Erik Kjelstad
CEO
PAGE 22
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
ANNUAL REPORT 2025
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 2025PAGE 23
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 28 August
2025 (the «Code of Practice»), the
regulations set out in the Rulebook
II of Euronext 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 Euronext 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, 2025, Akastor’s
portfolio consists of DDW Oshore,
50 percent of the shares in HMH,
66.7 percent of the shares in AKOFS
Oshore, 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 4.5 billion.
Other investments mainly include
shareholdings in ABL Group, Maha
Capital (which was divested in
January 2026) 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
investments are within the oilfield
services sector, but the company has
a flexible mandate for active ownership
and long-term value creation.
ANNUAL REPORT 2025PAGE 24
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. As an active owner,
it also means that Akastor shall
work to promote that its portfolio
companies makes similar prudent
business decisions. The main
focus of corporate responsibility
activities in Akastor, defined in our
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.
Further information in respect of the
corporate social responsibility can be
found under the section Sustainability
Information in the Board of Directors’
Report in this annual report for 2025.
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, 2025 is NOK 5 335
million, which represents an equity
ratio of 89 percent. The management
of financial risk is further described in
the annual report.
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
ANNUAL REPORT 2025PAGE 25
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
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 24 April 2025 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 2026. No shares were bought
by the company in 2025 pursuant to the
authorizations to the Board of Directors. As
of December 31, 2025, the company holds
1441 869 own shares.
In addition, the annual general meeting in
2025 granted the Board of Directors the
mandate to approve the distribution of
dividends based on the company’s annual
accounts for 2024 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 2026. Based on this
mandate, the Board approved payment
of cash dividends in July and October in
2025 (an additional cash dividend was also
approved in February 2026).
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, 2025, 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 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.
ANNUAL REPORT 2025PAGE 26
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
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.
Chairperson and other attendance
The articles of association stipulate
that the general meetings shall be
chaired by the chair 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 person to
chair 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 chair of the Board chair
the general meeting also simplifies
the preparations for the general
meetings significantly.
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CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
In addition to the chair of the Board,
the CEO and the auditor regularly
aends the general meetings as per
statutory requirements. However, it is
not a practice in Akastor to arrange
for the chair of the nomination
commiee or the other directors
of the Board to aend the general
meeting, which is not consistent with
the NUES recommendation. However,
the existing practice is considered
sucient for Akastor.
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 has therefore
traditionally proposed 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. Which is a deviation from
the Code of Practice stipulating
that shareholders should be able to
vote for the individual candidates.
However, this practice will be
changed as from the 2026 general
meeting, whereby the nomination
commiee will suggest that it is
voted separately on each candidate
nominated for election.
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. However, in line with the
revised practice regarding the terms
of oce for directors (see section 8),
as from the general meeting in 2026,
it is proposed that the nomination
commiee is elected for one-year
terms. The current members of the
nomination commiee are Ingebret
G. Hisdal (chairperson), Charloe
Håkonsen, Kjetil E. Stensland and
Hilde K. Ramsdal (deputy member).
Ramsdal was re-elected as
deputy member in 2025 for a new
term of two years, whilst Hisdal,
Håkonsen and Stensland 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 has
approved the instructions for the
nomination commiee governing the
work and 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
ANNUAL REPORT 2025PAGE 28
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
candidates for directorships will be
made available on the company’s
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
have traditionally been appointed
for a term of two years at a time, but
this practice will be amended and as
from the general meeting in 2026 the
directors will be appointed for a term
of one year at a time. 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, 2025, the Board of
Directors comprised five shareholder
elected directors.
At the general meeting in 2026 there
is a proposal to amend the Articles
of association of the Company
to stipulate that directors may be
elected for a period of one to two
years (not three years), and that the
Board shall consist of four to eight
persons (not five to ten).
The company encourages the
directors to hold shares in the
company. The shareholdings of the
directors as of December 31, 2025 will
be set out in the 2025 remuneration
report. The chairperson Frank O.
Reite and the directors Lone Fønss
Schrøder 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 2025.
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
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
ANNUAL REPORT 2025PAGE 29
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
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 contracts 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 six
board meetings in 2025. In addition,
two meetings were held by way of
circulation of documents, as per
section 6-19 (1) of the Norwegian Public
Limited Liabilities Companies Act. 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 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) and
ANNUAL REPORT 2025PAGE 30
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Eva Sagemo. 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 Sagemo 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, 2025, there are no other
board commiees than the audit
commiee. The Board does not
envisage appointing any further
board commiees in 2026.
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
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
ANNUAL REPORT 2025PAGE 31
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
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 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-
ANNUAL REPORT 2025PAGE 32
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
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 Board of
Directors’ Report under the section
“Sustainability Information”. Akastor’s
industrial holdings, HMH and AKOFS
Oshore, issue separate reporting on
sustainability and which is available
on their websites.
On December 16, 2025, the
European Parliament voted through a
significantly streamlined and scaled
back version of the CSRD (Corporate
Sustainability Reporting Directive) as
part of the EU Omnibus simplification
package, and which means that
Akastor ASA, as a non-operating
holding company, will not be subject
to the CSRD reporting obligations.
Accordingly, the group will 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 Akastor’s
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.
Beginning in 2025, portfolio
companies have occasionally been
invited to present directly to the
Akastor Board of Directors, facilitating
direct and substantive engagement
between portfolio management and
the Board. This initiative is intended to
continue through 2026.
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 2025, 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 24,
2025, and have not planned to
present any updates of this.
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
2025. The report is available at
www.akastor.com and subject to an
advisory vote at the annual general
meeting 2026.
ANNUAL REPORT 2025PAGE 33
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
13. Information and
Communication
Akastor has no option schemes or
option programs for the allotment
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 2025.
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 2025PAGE 34
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 Operating expenses
Note Finance income and expenses
Note Income tax
Note Earnings per share and dividends
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 Group companies
Note Related parties
Note Events aer the reporting period
ANNUAL REPORT 2025PAGE 35
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 2025 2024
Revenue and other income 6 390 922
Operating expenses 7 (349 ) (274 )
Operating profit before depreciation, amortization and impairment 41 648
Depreciation and impairment loss 11 (57 ) (27 )
Operating profit (loss) (16 ) 621
Finance income 285 1 200
Finance expenses (301 ) (114 )
Impairment loss on debt instruments (151 ) (80 )
Net finance income and expenses 8 (166 ) 1 006
Share of net profit (loss) from equity-accounted investments 12 25 (1 )
Profit (loss) before tax (157 ) 1 626
Income tax benefit (expense) 9 - (3 )
Profit (loss) from continuing operations (157 ) 1 623
Profit (loss) from discontinued operations (net of income tax) 9 30
Profit (loss) for the period (148 ) 1 653
Profit (loss) for the period attributable to:
Equity holders of the parent company (148 ) 1 653
Basic / diluted earnings (loss) per share (NOK) 10 (0.54 6.08
Basic / diluted earnings (loss) per share continuing operations (NOK) 10 (0.58 5.96
Basic / diluted earnings (loss) per share discontinued operations (NOK) 10 0.03 0.11
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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 2025 2024
Profit (loss) for the period (148 ) 1 653
Other comprehensive income
Currency translation differences - foreign operations (345 ) 315
Share of OCI from equity-accounted investments 12 154 (160 )
Total items that may be reclassified subsequently to profit or loss, net of tax (191 ) 154
Remeasurement gain (loss) net defined benefit liability 19 (6 ) (3 )
Share of OCI from equity-accounted investments 12 3 3
Total items that will not be reclassified to profit or loss, net of tax (4 ) (1 )
Total other comprehensive income, net of tax (194 ) 154
Total comprehensive income (loss) for the period, net of tax (342 ) 1 807
Attributable to:
Equity holders of the parent company (342 ) 1 807
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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 2025 2024
Property, plant and equipment 11 299 390
Right-of-use assets 5 9
Equity-accounted investments 12 3 533 3 733
Other investments 13 919 1 251
Non-current interest-bearing receivables 14 788 485
Other non-current assets 1 1
Total non-current assets 5 546 5 868
Inventories 5 12
Trade and other receivables 15 135 95
Current interest-bearing receivables 14 13 304
Liquidity fund investment 16 276 376
Cash and cash equivalents 43 47
Total current assets 471 835
Total assets 6 017 6 704
Amounts in NOK million Note 2025 2024
Issued capital incl. treasury shares 17 161 161
Other capital paid in 1 541 1 541
Reserves and retained earnings 3 633 4 156
Equity attributable to equity holders of the parent company 5 335 5 859
Total equity 5 335 5 859
Non-current borrowings 18 215 292
Non-current lease liabilities 2 5
Employee benefit obligations 19 73 76
Other non-current liabilities 20 185 195
Total non-current liabilities 475 568
Current borrowings 18 63 82
Current lease liabilities 4 4
Trade and other payables incl. provisions 21 141 191
Total current liabilities 207 277
Total liabilities 683 845
Total equity and liabilities 6 017 6 704
Fornebu, March 17, 2026 I Board of Directors of Akastor ASA
Frank O. Reite
Chairperson
Lone Fønss Schrøder
Deputy Chairperson
Svein Oskar Stoknes
Director
Eva Sagemo
Director
Luis Antonio G. Araujo
Director
Karl Erik Kjelstad
CEO
ANNUAL REPORT 2025PAGE 38
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 Total equity
2024
Equity as of January 1, 2024 162 (1 ) 1 541 7 (72 ) 100 2 234 3 970 3 970
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
2025
Profit (loss) for the period - - - - - - (148 ) (148 ) (148 )
Other comprehensive income - - - 14 - (205 ) (4 ) (194 ) (194 )
Total comprehensive income - - - 14 - (205 ) (152 ) (342 ) (342 )
Dividend to shareholders - - - - - - (204 ) (204 ) (204 )
Equity-settled share-based payments - - - - - - 3 3 3
Other equity changes in joint ventures - - - - - - 20 20 20
Equity as of December 31, 2025 162 (1 ) 1 541 3 (72 ) 67 3 635 5 335 5 335
1) See Note 17 Capital and reserves
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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 2025 2024
Cash flow from operating activities
Profit (loss) for the period - continuing operations (157 ) 1 623
Profit (loss) for the period - discontinued operations 9 30
Profit (loss) for the period (148 ) 1 653
Adjustments for:
Income tax expense (benefit) - 3
Net interest cost and unrealized currency (income) loss 128 (26 )
Depreciation and impairment loss 11 57 27
(Gain) loss related to disposal of subsidiaries from prior years (9 ) (30 )
(Profit) loss from equity-accounted investments 12 (25 ) 1
Other non-cash effects 92 (218 )
Changes in net working capital (73 ) (279 )
Cash generated from operating activities 22 1 132
Dividend received 54 9
Interest paid (144 ) (176 )
Interest paid for leases (1 ) (1 )
Interest received 112 817
Interest received for leases - 1
Income taxes paid - (3 )
Net cash from operating activities 42 1 779
Amounts in NOK million Note 2025 2024
Cash flow from investing activities
Acquisition of property, plant and equipment (9 ) (149 )
Payments related to sale of subsidiaries from prior years (54 ) (183 )
Acquisition of shares in equity-accounted investments 12 (14 ) -
Increase in receivables from equity-accounted investments 14 (42 ) (81 )
Net changes in liquidity fund investments 118 (366 )
Proceeds from (payments in) other investments 222 (1 )
Proceeds from finance lease receivables - 19
Net cash from investing activities 221 (761 )
Cash flow from financing activities
Proceeds from borrowings 18 249 249
Repayment of borrowings 18 (316 ) (1 350 )
Payment of lease liabilities (3 ) (31 )
Dividend paid (204 ) -
Net cash used in financing activities (274 ) (1 132 )
Effect of exchange rate changes on cash and bank deposits 6 16
Net increase (decrease) in cash and bank deposits (4 ) (98 )
Cash and cash equivalents at the beginning of the period 47 144
Cash and cash equivalents at the end of the period 43 47
Of which is restricted cash - -
The statement included cash flows from discontinued operations prior to the disposal.
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oss)
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5
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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
Note Events aer the reporting period
Akastor ASA | Income statement
For the year ended December 31
Amounts in NOK million Note 2025 2024
Operating revenue 2 5 2
Operating expenses 2 (44) (39)
Operating profit (loss) (39) (37)
Net financial items 3 115 968
Profit (loss) before tax 76 930
Income tax benefit (expense) 4 7 324
Profit (loss) for the period 83 1 254
Profit (loss) for the period distributed as follows
Other equity 83 1 254
Profit (loss) for the period 83 1 254
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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 2025 2024
Assets
Deferred tax assets 4 2 31
Investments in group companies 5 4 169 4 298
Non-current interest-bearing receivables on group companies 6 - 500
Other non-current assets 1 1
Total non-current assets 4 172 4 830
Current interest-bearing receivables on group companies 6 506 6
Trade receivables 5 13
Liquidity fund investment 7 276 376
Cash in cash pool system 6 4 2
Total current assets 790 397
Total assets 4 963 5 227
Amounts in NOK million Note 2025 2024
Equity and liabilities
Issued capital 162 162
Treasury shares (1) (1)
Share premium 2 000 2 000
Other paid in capital 2 011 2 007
Other equity 621 742
Total equity 8 4 794 4 910
Borrowings, external 9 (3) (3)
Total non-current liabilities (3) (3)
Borrowings, external 9 1 -
Current borrowings from group companies 6 130 280
Trade payable to group companies 6 39 37
Other current liabilities 2 2
Total current liabilities 172 320
Total liabilities 169 317
Total equity and liabilities 4 963 5 227
Fornebu, March 17, 2026 I Board of Directors of Akastor ASA
Frank O. Reite
Chairperson
Lone Fønss Schrøder
Deputy Chairperson
Svein Oskar Stoknes
Director
Eva Sagemo
Director
Luis Antonio G. Araujo
Director
Karl Erik Kjelstad
CEO
ANNUAL REPORT 2025PAGE 75
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 2025 2024
Profit (loss) before tax 76 930
Adjustments:
Dividend from group companies 3 - (1003)
Net interest cost and unrealized currency (income) loss (57) 97
Profit (loss), net of adjustments 19 25
Changes in net operating assets 14 (4)
Net external interest paid (3) (37)
Dividend received from group companies - 1 003
Net cash from operating activities 31 987
Net change in liquidity fund investment 118 (366)
Group contribution received 165 -
Net cash from investing activities 283 (366)
Amounts in NOK million Note 2025 2024
Proceeds from borrowings (1) 249
Repayment of borrowings - (1250)
Changes in borrowings from group companies (150) 417
Change in overdraft cash pool - (24)
Dividend paid to shareholders (204) -
Net cash from financing activities (356) (608)
Effect of exchange rate changes on cash and cash deposits 44 (11)
Net increase (decrease) in cash and bank deposits 2 2
Cash in cash pool system at the beginning of the period 2 -
Cash in cash pool system at the end of the period
1)
6 4 2
1) Unused commied credit facilities amounted to NOK 302 million as of December 31, 2025 (NOK 340 million in 2024).
ANNUAL REPORT 2025PAGE 76
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) charged 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.
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 borrowings from group companies 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.
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.
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CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
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 comprised NOK 5 million in income from parent company guarantees
(NOK 2 million in 2024).
There are no employees in Akastor ASA and hence no salary or pension-related costs. No
loan or guarantees are provided 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.
Expenses of NOK 3.4 million were allocated to remuneration to the Board of Directors for
2025 (2024: NOK 3.7 million). Shareholding of the Board of directors and CEO is described in
Note 26 Related Parties in Akastor consolidated financial statements 2025. Remuneration to
the Board of directors and CEO is described in Remuneration Report 2025.
Fees to the auditors
Fees to the auditors for statutory audit amounted to NOK 1.6 million exclusive VAT (2024:
NOK 1.2 million).
Note 3 | Net financial items
Amounts in NOK million 2025 2024
Interest income from group companies 59 60
Interest income, external 83 73
Interest expense, external (89) (100)
Interest expense, related parties - (16)
Dividends from group companies - 1 003
Income from liquidity fund 18 12
Net foreign exchange gain (loss) 44 (65)
Net financial items 115 968
ANNUAL REPORT 2025PAGE 78
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Note 4 | Income tax
Amounts in NOK million 2025 2024
Calculation of taxable income
Profit (loss) before tax 76 930
Dividends from group companies - (1 003)
Changes in temporary differences 12 (15)
Group contribution with tax effect 165 1 400
Generated (utilized) tax loss (253) (1 312)
Taxable income - -
Taxable (deductible) temporary differences
Revaluation of investment measured at fair value - 10
Capitalized borrowing costs 4 5
Interest deduction carry-forward (5) (5)
Tax loss carry-forward (8) (261)
Net temporary differences (10) (251)
Tax rate 22 % 22 %
Tax effects of temporary differences 2 55
Not recognized deferred tax assets - (24)
Deferred tax assets (liability) 2 31
Tax expense
Change in deferred tax 7 324
Income tax benefit (expense) 7 324
Note 5 | Investments in group companies
Amounts in NOK million
Registered
office
Share
capital
Number of
shares held
Percentage
owner- /
voting share
Carrying
amount
2025
Carrying
amount
2024
Akastor AS Fornebu, Norway 1 004 1 100% 2 857 2 986
Mercury Holdco AS Fornebu, Norway - 1 000 100% 1 312 1 312
Total 4 169 4 298
Note 6 | Receivables and borrowings, group companies
Amounts in NOK million 2025 2024
Group companies (borrowings) deposits in the cash pool system 134 282
Akastor ASA's net deposit (borrowings) in the cash pool system (130) (280)
Cash in cash pool system 4 2
Non-current interest-bearing receivables on group companies - 500
Current interest-bearing receivables on group companies
1)
506 6
Current borrowings from group companies
2)
(130) (280)
Net interest-bearing receivables on group companies 375 226
Trade payable to group companies (39) (37)
Net non-interest bearing items on group companies (39) (37)
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
ANNUAL REPORT 2025PAGE 79
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Note 7 | Liquidity fund investment
Amounts in NOK million 2025 2024
Liquidity fund investment 276 376
Akastor ASA has investment 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 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 Total
Equity as of January 1, 2024 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
Treasury shares transaction - - 5 - 5
Dividend to shareholders - - - - (204) (204)
Profit (loss) for the period - - - - 83 83
Equity as of December 31, 2025 162 (1) 2 000 2 011 621 4 794
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 2025 was 1 441 869 (2024: 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.
At the Annual General Meeting on April 24, 2025, the Board of Directors were authorized to
declare distribution of dividends based on the 2024 annual accounts. In 2025, Akastor ASA
distributed dividends to its shareholders of NOK 0.75 per share with a total amount of NOK
204 million.
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 had a net cash of NOK 4 million as of December 31, 2025 (net cash of
NOK 2 million in 2024).
ANNUAL REPORT 2025PAGE 80
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Note 9 | Borrowings
Akastor ASA has a Revolving Credit Facility of committed amount of USD 30 million, which
was undrawn as of December 31, 2025 or 2024. The carrying amount of the borrowings
comprised capitalized borrowing costs and accrued commitment fees as of December 31,
2025 and 2024. In October 2025, the revolving credit facility was extended with maturity
in June 2027. The interest term is SOFR plus 4.0% margin, see also Note 18 Borrowings in
Akastor’s consolidated financial statements.
The facility is 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.
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, 2025.
Note 10 | Guarantees
Amounts in NOK million 2025 2024
Parent Company Guarantees to group companies
1)
242 331
Parent Company Guarantees to related parties
2)
523 1 331
Bank guarantees
3)
359 80
Total guarantee liabilities 1 123 1 742
1) Parent Company Guarantees to support subsidiaries in financial obligations.
2) Parent Company Guarantees to support related parties for fulfilment of lease obligations.
3) Bank guarantees are issued on behalf of Akastor subsidiaries and related parties, and counter indemnified by
Akastor ASA.
In addition, Akastor ASA has provided performance guarantees on behalf of related parties,
mainly related to the performance of AKOFS Offshore (for operating AKOFS Seafarer) under
the contract with Equinor. The contract was originally entered into in 2018 when AKOFS
Offshore was wholly owned by Akastor. As of December 31, 2025, the remaining contract
value of this agreement was NOK 3.2 billion with expiry in December 2028.
No provision related to the guarantees is recognized as the likelihood of any payments
related to the guarantees is considered very low.
US pension plan
AK Wilfab Inc, a wholly owned subsidiary of Akastor, was together with The Resource Group
TRG AS and Akastor ASA sponsoring the US pension plan named the Kvaerner Consolidated
Retirement Plan. Akastor Group held one third of the liability of the sponsors for the
underfunded element of the plan and Aker ASA held two thirds of the ultimate liability. In 2025,
the US pension plan was transferred to an external provider with a minor surplus of assets that
may potentially be distributed to the sponsors. The termination process is to be finalized upon
completion of the federal agency (PBGC) audit .
ANNUAL REPORT 2025PAGE 81
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Note 11 | Financial risk management
Akastor ASA is exposed to various financial risks including currency risk, interest rate risk,
credit risk and liquidity risk. The financial risk management in the company is consistent
with that of the group. Reference is made to Note 23 in Akastor’s consolidated financial
statements for more information.
Currency risk
The company’s exposure to currency risk is primarily against USD as the company has
external Revolving Credit Facility denominated in USD. Akastor ASA had no draw in the
facility as of December 31, 2025 or 2024.
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 2025 or 2024.
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.
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.
ANNUAL REPORT 2025PAGE 82
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
Note 13 | Shareholders
Shareholders with more than 1 percent shareholding as per December 31, 2025
Company
Number of
shares held Ownership
Aker Holding AS 100 565 292 36.70%
Goldman Sachs & Co Nominee 35 368 094 12.91%
Ministry of Trade, Industry and Fisheries, Norway 33 100 085 12.08%
Skandinaviska Enskilda Banken AB 17 628 229 6.43%
Morgan Stanley & Co. LLC Nominee 15 388 510 5.62%
Pirol AS 4 000 000 1.46%
F2 Funds AS 3 480 000 1.27%
Folketrygdfondet 3 310 504 1.21%
UBS AG 3 260 787 1.19%
Tigerstaden AS 3 000 000 1.09%
Torstein Ingvald Tvenge 3 000 000 1.09%
F1 Funds AS 2 815 000 1.03%
Hortulan AS 2 800 000 1.02%
Note 14 | Events after the reporting period
On February 23, 2026, Akastor ASA distributed a cash dividend to its shareholders of NOK
0.4 per share (in total NOK 109 million), based on the 2024 annual accounts.
ANNUAL REPORT 2025
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
PAGE 83
Independent Auditor’s Report
PricewaterhouseCoopers AS, org.no.: 987 009 713 MVA, Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
Advokatfirmaet PricewaterhouseCoopers AS, Org.no.: 988 371 084 MVA, Medlemmer av Advokatforeningen. advokatfirm[email protected]
PwC Tax Services AS, Org.no.: 962 066 321 MVA, Autorisert regnskapsførerselskap, Medlem av Regnskap Norge
Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo, T: 02316 (+47 952 60 000) www.pwc.no
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 2025, 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 2025, the 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
2025, 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 2025, 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) as applicable to audits of financial statements of public
interest entities, 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 Akastor ASA for four 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 of Equity-accounted investments
2 / 5
and Valuation of Other investments have the same characteristics during 2025, 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 investments
Investments in the Joint Ventures (JV)
,
HMH Holding B.V.
and AKOFS Offshore AS
, amounts to approximately 59%
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.
To ensure accuracy, we had extensive involvement with
the JV auditors.
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 investments
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 commun
icated 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
the Group’s management and supervised the
component audit teams
throughout the audit process. We
were involved in the component audit teams’ risk
assessment, including 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 respons
e to areas subject to
application of judgme
nt. We instructed the component
auditors on the materiality levels for their
component
audit. Our
supervision, involvement and communication,
both written and otherwise, was extensive.
The
component auditors confirmed to us that they
were
independent of the Group.
We assessed the competence, independence, and work
performed by the component audit teams to ensure that
their audit procedures were adequate for the purposes of
the Group audit. This assessment was based on previous
experience with the component auditors,
meetings held
with them during the current year’s audit, and frequent
communication.
To evaluate the sufficiency and appropriateness of audit
evidence obtained by the component audit teams, we
reviewed the
component auditors’ reporting to us, held
meetings with the component audit teams
, and reviewed
their audit documentation. Our procedures were focused
on the audit of significant risks and the audit of the
consolidation process and
-journals.
Finally, we considered the adequacy of disclosures in
notes related to
Equity-accounted investments and found
them to be appropriate.
Valuation of Other investments
Other
investments amounted to approximately 15
% of the
Group’s total assets
as at 31 December 2025. Other
i
nvestments are primarily measured at fair value through
other comprehensive income and is classified as level 3 in
the fair value hierarchy.
Management uses valuation
techniques to estimate the fair value of Other
We obtained an understanding of management’s
processes and controls related to the valuation of
Other
investments.
Furthermore, we assessed
the valuation model obtained
from management,
including the valuation method
applied, tested the mathematical accuracy of the model,
3 / 5
investments. The carrying value is sensitive to
management’s use of judgment
.
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 i
nvestments is specified in note 13
“Other Investments”.
and considered whether the valuation model was
appropriate
in the circumstances.
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 multiples
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.
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.
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
ANNUAL REPORT 2025
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
PAGE 84
4 / 5
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.
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-2025-12-31-1-en.zip, 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.
5 / 5
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, 17 March 2026
PricewaterhouseCoopers AS
Anders Ellefsen
State Authorised Public Accountant (Norway)
ANNUAL REPORT 2025
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
PAGE 85
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 (excluding non-current interest-bearing receivables)
added by net current operating assets minus non-current operating 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 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, liquid investments held in
liquidity fund and undrawn commied credit facilities.
ANNUAL REPORT 2025
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
PAGE 86
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 2025 2024
Inventories 5 12
Trade and other receivables 135 95
Trade and other payables (141) (191)
Net current operating assets (NCOA) (1) (84)
Net capital employed (NCE)
Amounts in NOK million 2025 2024
Total non-current assets 5 546 5 868
Net current operating assets (NCOA) (1) (84)
Non-current interest-bearing receivables (788) (485)
Employee benefit obligations (73) (76)
Other non-current liabilities (185) (195)
Total lease liabilities (6) (9)
Net capital employed (NCE) 4 493 5 020
Gross debt/Net debt/NIBD
Amounts in NOK million 2025 2024
Non-current borrowings 215 292
Current borrowings 63 82
Gross debt 278 373
Cash and cash equivalents (43) (47)
Liquidity fund investment (276) (376)
Net debt (40) (49)
Non-current interest-bearing receivables (788) (485)
Current interest-bearing receivables (13) (304)
Net interest-bearing debt (NIBD) (841) (839)
Equity ratio
Amounts in NOK million 2025 2024
Total equity 5 335 5 859
Divided by Total assets 6 017 6 704
Equity ratio 89% 87%
Liquidity reserve
Amounts in NOK million 2025 2024
Cash and cash equivalents 43 47
Liquidity fund investment 276 376
Undrawn committed credit facilities 302 340
Liquidity reserve 621 763
ANNUAL REPORT 2025PAGE 87
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
ANNUAL REPORT 2025PAGE 87
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
ASA, Converto AS, Norron AB, and, among
others, director of Solstad Oshore ASA
and Aker BioMarine ASA.
As of March 17, 2026, 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 17, 2026,
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 17, 2026, 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.
Luis Antonio G.
Araujo
Director
Luis Antonio
G. Araujo has
over 40 years
of experience
in the energy
and oil & gas
industries, holding the positions as CEO of
Aker Solutions from 2014 to 2021 and other
senior level positions in Aker Solutions,
Wellstream, ABB, FMC Technologies, Vetco
Gray and Technip Coflexip throughout
his career. He currently serves as the
Chairman of the Board of OceanPact
Serviҫos Marítimos S.A., CRC Evans and as
a board member of TGS ASA. 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 17, 2026, Mr. Araujo
holds no shares and has no stock
options in the company. Mr. Araujo has
triple citizenship; Brazilian, British and
Portuguese and has been elected for the
period 2025-2027.
Eva Sagemo
Director
Eva Sagemo
currently
serves as the
Chief Financial
Ocer (CFO)
of TOMRA. She
joined TOMRA
Recycling & Food as Group Controller
and held that position until February 2018,
when she transitioned to the role of Group
Controller for TOMRA. In March 2022, she
was appointed CFO of the company. Before
joining TOMRA, Eva held various financial
leadership positions, including auditor at
BDO, Consolidation & Reporting Manager at
Aibel, and Chief Accountant at Fugro.
Eva holds an Executive Master of
Management with a specialization in
International Tax Law from BI Norwegian
Business School (2021), as well as a
Bachelor’s degree in Audit from Oslo
Metropolitan University (2000).
In addition to her role at TOMRA, Eva is
a member of the Board of Directors at
Hexagon Composites ASA.
Ms. Sagemo serves as an independent
director. As of March 17, 2026, Ms. Sagemo
holds no shares and has no stock options in
the company. She is a Norwegian citizen and
has been elected for the period 2025-2027.
ANNUAL REPORT 2025PAGE 88
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
ANNUAL REPORT 2025PAGE 88
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 17, 2026, Mr. Kjelstad holds, through
his company Byesvollen AS, 1 000 000 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 17, 2026, Mr. Paaske holds 246 979
shares in Akastor ASA and has no stock options.
Management
ANNUAL REPORT 2025
CONTENTS BOARD OF DIRECTORS’ REPORT CORPORATE GOVERNANCE STATEMENT FINANCIAL STATEMENTS
PAGE 89
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
