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aqualis.no Aqualis ASA FOURTH QUARTER RESULTS 2014 Oslo, 25 February 2015

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Page 1: Aqualis ASA - abl-group.com

aqualis.no

Aqualis ASA FOURTH QUARTER RESULTS 2014

Oslo, 25 February 2015

Page 2: Aqualis ASA - abl-group.com

Disclaimer This Presentation has been produced by Aqualis ASA (the “Company” or “Aqualis ”) solely for use at the presentation to investors and other stake holders and may not be

reproduced or redistributed, in whole or in part, to any other person. This presentation is strictly confidential, has not been reviewed or registered with any public authority or stock exchange, and may not be reproduced or redistributed, in whole or in part, to any other person. To the best of the knowledge of the Company, the information contained in this Presentation is in all material respect in accordance with the facts as of the date hereof, and contains no material omissions likely to affect its importance. However, no representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, neither the Company nor any of its subsidiary companies or any such person’s officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this Presentation. This Presentation contains information obtained from third parties. Such information has been accurately reproduced and, as far as the Company is aware and able to ascertain from the information published by that third party, no facts have been omitted that would render the reproduced information to be inaccurate or misleading.

This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words “believes”, expects”, “predicts”, “intends”, “projects”, “plans”, “estimates”, “aims”, “foresees”, “anticipates”, “targets”, and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or any of its parent or subsidiary undertakings or any such person’s officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. The Company assumes no obligation, except as required by law, to update any forward-looking statements or to conform these forward-looking statements to our actual results.

AN INVESTMENT IN THE COMPANY INVOLVES RISK, AND SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE EXPRESSED OR IMPLIED BY STATEMENTS AND INFORMATION IN THIS PRESENTATION, INCLUDING, AMONG OTHERS, RISKS OR UNCERTAINTIES ASSOCIATED WITH THE COMPANY’S BUSINESS, SEGMENTS, DEVELOPMENT, GROWTH MANAGEMENT, FINANCING, MARKET ACCEPTANCE AND RELATIONS WITH CUSTOMERS, AND, MORE GENERALLY, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN DOMESTIC AND FOREIGN LAWS AND REGULATIONS, TAXES, CHANGES IN COMPETITION AND PRICING ENVIRONMENTS, FLUCTUATIONS IN CURRENCY EXCHANGE RATES AND INTEREST RATES AND OTHER FACTORS.

SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALISE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THIS PRESENTATION. THE COMPANY DOES NOT INTEND, AND DOES NOT ASSUME ANY OBLIGATION, TO UPDATE OR CORRECT THE INFORMATION INCLUDED IN THIS PRESENTATION.

By attending or receiving this Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company’s business. This Presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.

2

Page 3: Aqualis ASA - abl-group.com

2014 – summary

3

Significant progress made during 2014 towards establishing:

• credibility in the market

• a good global office network

• a comprehensive portfolio of blue chip Clients

Full year revenues (2014 vs 2013) increased approximately 5 fold

Full time equivalent employees increased 2.5 x over the last 12 months

Positive operational cash flow during the year

Strategy going forward will be to maintain organic growth and grow market share

Page 4: Aqualis ASA - abl-group.com

Q4 2014 - highlights

4

Total revenues of USD 10.1m in the 4th quarter of 2014

EBIT of negative USD 0.9m in Q4 2014

Profit after tax of USD 1.2m. Profit after tax includes unrealized foreign exchange gain of USD 2.1m

Order back-log of USD 19.7m as of end December 2014

Cash and cash equivalents of USD 21.8m at 31 December 2014; no interest-bearing debt

The Company had 196 employees* as of end December 2014

Continued high investment in growth and regional expansion

Multiple contract awards during the quarter across business lines

* Includes contractors on 100% utilization equivalent basis

Page 5: Aqualis ASA - abl-group.com

FY 2014 - highlights

5

Total revenues of USD 31.9m in 2014

EBIT of negative USD 2.1m in 2014. EBIT YTD includes one-off costs related to restructuring and listing of USD 1.4m. Adjusted EBIT for FY 2014 is negative USD 0.7m

Profit after tax of negative USD 0.3m. Profit after tax includes unrealized foreign exchange gain of USD 2.1m. Profit after tax adjusted for costs related to restructuring and listing is USD 1.1m

Page 6: Aqualis ASA - abl-group.com

Revenues – quarterly development USDm

Notes: (1) Tristein AS included from May 2014; OWC Ltd from July 2014

Page 7: Aqualis ASA - abl-group.com

0

50

100

150

200

250

Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014

Recruitment – quarterly development

7

Notes: (1) Numbers include contractors on 100% utilization equivalent basis (2) Tristein AS included from May 2014; OWC Ltd from July 2014

Number of employees

2.5x

Page 8: Aqualis ASA - abl-group.com

Q4 2014 – highlights (cont’d)

8

Subsequent events:

Aqualis concluded a delayed renewables project in January 2015. Cash compensation of approx. USD 405k was received in January 2015. The fair value of this compensation was recognized in the financial statements in relation to purchase price allocation at the time of acquisition and will consequently have no effect on the consolidated profit and loss in 2015

Tristein AS merged into Aqualis Offshore AS – in order to streamline the Norwegian operations. Effective date of the merger is 1 Jan 2015

Page 9: Aqualis ASA - abl-group.com

Q4 2014 – main new O&G contract wins

9

• A MWS contract with Technip for work associated with an FPSO

• The basic design of a 4 legged liftboat (OM-100 Class) for an Asian Client covering structural engineering and naval architecture scopes

• Supporting the marine operations associated with the pilotage and berthing of one of the world’s largest floating dry docks into a Middle Eastern port

• A floatover topside integration feasibility study for a major Asian shipyard

• Engineering consultancy associated with 2 x FPSO projects in Brazil

• As marine consultant / MWS for a Mexican company covering the transportation of modular rigs

• Jack up rig structural site specific assessments and suitability on behalf of a European based oil company

• An MSA was signed with Parker Drilling of Houston

Page 10: Aqualis ASA - abl-group.com

Q4 2014 – main new renewables contract wins

10

• Provision of offshore marine representation to a major European power utility company

• Additional consultancy support to a significant German power utility company

• Additional support to a fast growing UK based power utility supplier

• Site investigation reviews and lift-boat site specific assessments for another UK based power utility supplier

Page 11: Aqualis ASA - abl-group.com

Company development

11

2006 - 2013 Nov 2013 – Jul 2014 Aug 2014

ASA ASA

ASA

Nov 2013

Apr 2014

Jun 2014

Aug 2014

Aqualis Offshore Holding ASA

Listed on Oslo Stock Exchange

Listed on Oslo Stock Exchange

Acquisitions:

Spin-off:

Page 12: Aqualis ASA - abl-group.com

12

Aqualis Offshore Ltd Tristein AS* Offshore Wind Consultants Ltd

Aqualis ASA (listed entity – OSE: AQUA)

Marine & engineering consultancy services

* Tristein AS will be merged with Aqualis Offshore AS with effective date 1 January 2015

Page 13: Aqualis ASA - abl-group.com

Global presence – covering all major oil regions

13

Current locations

RIO DE JANEIRO

MEXICO CITY

HOUSTON

OSLO/SANDEFJORD

SINGAPORE

SHANGHAI DAMMAM

DUBAI

ABU DHABI

MANAMA

LONDON

Under development

QATAR

KUALA LUMPUR

Page 14: Aqualis ASA - abl-group.com

FINANCIAL HIGHLIGHTS

Page 15: Aqualis ASA - abl-group.com

Q4 2014 – key figures

15

2014 2013 2014 2013

(USD million) Q4 Q4* FY FY*

Total revenues

10.1 2.2 31.9 2.2

EBIT -0.9 -0.9 -2.1 -0.9

EBIT adjusted** -0.9 -0.9 -0.7 -0.9

Net profit 1.2 -0.9 -0.3 -0.9

Net profit adjusted** 1.2 -0.9 1.1 -0.9

Cash and cash equivalents

21.8

0.8

21.8 0.8

Interest bearing debt

- - - -

Number of outstanding shares (thousands) 43 191 43 191

* figures for FY 2013 represent historical figures from Weifa ASA’s (former Aqualis ASA) group accounts related to the spin-off of the Aqualis Offshore business. Aqualis Offshore which is now part of Aqualis ASA group was acquired by Weifa ASA in November 2013. Thus, no financial data is shown for the period prior to the acquisition in November 2013. ** adjusted by one-off costs in Aqualis ASA of USD 1.4m in third quarter 2014, relating to corporate restructuring and listing

Page 16: Aqualis ASA - abl-group.com

0 %

10 %

20 %

30 %

40 %

50 %

60 %

70 %

80 %

90 %

100 %

1 2

Solid financial position (31.12.14)

No interest-bearing debt

86% equity ratio

Strong liquidity position: USD 21.8m in cash and cash

equivalents

Cash & cash equiv. – USD 21.8m

Other current assets – USD 8.4m

Non-current assets – USD 21.3m

Equity – USD 44.5m

Current liabilities – USD 6.7m

Non-current liabilities – USD 0.3m

Page 17: Aqualis ASA - abl-group.com

Q4 2014 – cash flow

17

USDm Q4 2014 FY 2014

Operating cash flow 0.6 0.4

One-off items* - 1.4

Adj. operating cash flow 0.6 1.8

Investing cash flow -0.2 1.2

Financing cash flow - 19.4

Cash beg. of period 21.4 0.8

Change in cash & cash equiv.

0.4 21.0

Cash end of period 21.8 21.8

Operating cash flow in the quarter was USD 0.6m. FY 2014 was USD 0.4m; adj. FY 2014* was USD 1.8m

Investing cash flow of negative USD 0.2m in the quarter - limited capex (as expected). FY 2014 of USD 1.2m affected by acquisition of subsidiaries (net of cash) of USD 1.9m

Financing cash flow of nil in Q4 2014. FY

2014 was USD 19.4m Foundation capital (USD 167k) Net proceeds from cash contribution (USD

10.5m) Contribution in kind (USD 8.8m)**

Change in cash for the quarter of USD

0.4m. FY 2014 was USD 21.0m

* USD 1.4m one-off cash outflow during Q3 2014 related to restructuring and listing ** Financial assets representing a part interest in the prepayment in relation to Weifa ASA’s (former Aqualis ASA) acquisition of Weifa AS

Page 18: Aqualis ASA - abl-group.com

OUTLOOK

Page 19: Aqualis ASA - abl-group.com

Outlook – top-line growth & increased profitability

19

Market:

Recent oil price fall creating some investment uncertainty in high cost projects and deep-water developments

Middle East, including India, and Asian Pacific markets still appear very strong and likely to remain the drivers going forward

2015 strategic main focus will be on offshore operations and gaining market share from competitors

Micro:

Continued focus on developing business line deliverables from existing offices

Continued focus on maintaining organic growth through recruitment of quality experienced staff

Further selective expansion of global office network expected in H1 2015. Preparation being laid for expansion into North Sea, European and west African markets

Aim to maintain momentum on marine operations, notably rig moving, in all markets

Streamlined Norwegian operations through amalgamation of Tristein operations into Aqualis Offshore AS will improve efficiencies

Major upside potential apparent for Mexican office operations

Good opportunities identified in China for both Group and local offices

Material new engineering opportunities identified and being bid

Short term outlook in Brazil uncertain

Page 20: Aqualis ASA - abl-group.com

2014 – summary

20

Significant progress made during 2014 towards establishing:

• credibility in the market

• a good global office network

• a comprehensive portfolio of blue chip Clients

Full year revenues (2014 vs 2013) increased approximately 5 fold

Full time equivalent employees increased 2.5 x over the last 12 months

Positive operational cash flow during the year

Strategy going forward will be to maintain organic growth and grow market share

Page 21: Aqualis ASA - abl-group.com

aqualis.no

Aqualis ASA APPENDIX

Page 22: Aqualis ASA - abl-group.com

Corporate structure

22

**The company is 100% controlled by Aqualis Offshore

Aqualis ASA

* In KSA / Bahrain, Aqualis operates through agency agreement with AET

Aqualis Offshore Inc

(Houston, USA)

Aqualis Offshore Marine Services LLC

(Dubai,UAE)

Aqualis Offshore Pte Ltd

(Singapore)

Aqualis Offshore UK Ltd

(London, UK)

Aqualis Offshore Serviçõs Ltda

(Rio de Janeiro, Brazil)

Aqualis Offshore AS

(Sandefjord, Norway)

49%** 100%

100% 100% 100%

Tristein AS

(Oslo, Norway)

Aqualis Offshore

Ltd

(London, UK)

100%

100%

Aqualis Dammam, KSA*

100%

100%

100%

Offshore Wind Consultants Ltd

(London, UK)

100%

Aqualis Offshore S. de R.L. de C.V. (Mexico City,

Mexico)

Aqualis Offshore Marine Consulting

LLC (Abu Dhabi, UAE)

100%

Aqualis Manama, Bahrain*

100% 49%**

Aqualis Offshore Marine Consulting

Co., Ltd. (Shanghai, China)

Page 23: Aqualis ASA - abl-group.com

Executive Management Board of Directors

David Wells, CEO Has more than 30 years experience in the offshore sector with particular focus on offshore operations, MWS and marine consultancy. Specialist on jack up operations, location approvals and all aspects of rig moving. More recently involved in senior management duties. Based in London.

Martin Nes (Deputy member) He is CEO and Partner of investment firm Ferncliff TIH AS. Has previously worked several years for the Norwegian law firm Wikborg Rein, both in their Oslo and London offices, and for the shipping law firm Evensen & Co. Mr Nes’ experience is especially within the shipping and offshore industry. Mr Nes joined Ferncliff in March 2008.

23

Christian Opsahl, CFO Extensive international finance, investment banking and private equity experience within the global financial markets, together with industrial experience from companies servicing the offshore oil and gas markets. Based in Norway.

Yvonne L. Sandvold She is the Chief Operating Officer of Frognerbygg AS, and has extensive experience from the Norwegian real estate industry. Ms Sandvold currently serves on the Board of several private companies.

Executive Management & Board of Directors

Øystein Stray Spetalen He is Chairman and owner of investment firm Ferncliff TIH AS, and an independent investor. He has worked in the Kistefos Group as an investment manager, as corporate advisor in different investment banks and as a portfolio manager in Gjensidige Forsikring.

Synne Syrrist She is an independent business consultant, and has extensive experience as a non-executive director. She has previously worked as a financial analyst at Elcon Securities and First Securities, and currently serves on the Board of several public companies, including Awilco Drilling Ltd and Eidesvik Offshore ASA.

Glen Rødland, Chairman Director and co-investor Direct Active Investments in Ferncliff TIH AS. Mr. Rødland has PhD studies in Finance from NHH and UCLA. He has worked within management consulting, portfolio management and investment banking. Mr. Redland's experience is mainly in Energy, Basic Materials and Shipping.

Reuben Segal Mr. Segal is the Director Middle East for Aqualis Offshore and has almost 20 years’ experience in the offshore and shipping sectors covering both engineering design and ship surveying. He is a naval architect, and has extensive recent global business development experience with focus on design and construction of offshore oil and gas.

Page 24: Aqualis ASA - abl-group.com

The combined group

24

Strengthened position in a growing market space

Enhanced services through sharing of knowledge, resources and expertise

Stronger foothold in the offshore wind industry

Utilisation of the group’s global network

Ticker: AQUA

Page 25: Aqualis ASA - abl-group.com

Complete life cycle involvement with offshore assets

Project initiation Engineering / design phase

Project procurement

Construction Hook-up and

commissioning Asset

management De-

commissioning

Marine project / asset life cycle

Aq

ual

is O

ffsh

ore

se

rvic

es

Engineering (niche-focus):

Basic / conceptual design / FEED

Modifications and upgrades of drilling rigs / FPSOs / FSOs / lift-boats

Transportation & installation analysis

Inspection & approvals:

Marine warranty services

Mooring analysis

Condition and suitability surveys / audits

DP inspections and audits

Jack-up site assessments

Construction yard supervision:

Site attendance on behalf of owners, shipyards, financial institutions, 3rd parties

New-builds + conversions & upgrades

Due diligence / compliancy; financial community focus

Marine operations:

Transport and installation services; “moving of offshore assets”

Rig moving

Float-overs

Site attendance & procedure management

Aqualis’ key competencies are conjointly exposed to both offshore opex and capex cycles

25

Page 26: Aqualis ASA - abl-group.com

Offshore operations are key for all business lines

26

Moving of rigs

Offshore Construction

Projects

Transportation &

installation

Marine Warranty

Services (MWS)

FPSO/MOPU engineering

and installation

Towages

Offshore operations «Doing» «Observing»

Jack up engineering

(basic design, upgrade

and conversion)

FPSO marine engineering

Construction supervision

Engineering design and

consultancy

Key staff provision

Technical Due diligence

DP FMEAs and audits

Vessel inspections and

surveys

Marine and engineering

approvals

Site assessments

Engineering reviews /

verifications

Marine consultancy

Page 27: Aqualis ASA - abl-group.com

Rig / vessel owners:

NOCs / IOCs: Offshore cont. / shipyards:

Underwriters / financial inst.:

Selected clients

27

Page 28: Aqualis ASA - abl-group.com

Top 20 shareholders

28

Ferncliff and associated companies: approx. 24% Management and employees: approx. 23%

Page 29: Aqualis ASA - abl-group.com

Consolidated statement of comprehensive income

29

* Figures for 2013 represent historical figures from Weifa ASA’s (former Aqualis ASA) group accounts related to the spin-off of the Aqualis Offshore business. Aqualis Offshore which is now part of Aqualis ASA group was acquired by Weifa ASA in November 2013. Thus, no financial data is shown for the period prior to the acquisition in November 2013

Page 30: Aqualis ASA - abl-group.com

Consolidated statement of financial position

30

* Figures for 2013 represent historical figures from Weifa ASA’s (former Aqualis ASA) group accounts related to the spin-off of the Aqualis Offshore business. Aqualis Offshore which is now part of Aqualis ASA group was acquired by Weifa ASA in November 2013. Thus, no financial data is shown for the period prior to the acquisition in November 2013

Page 31: Aqualis ASA - abl-group.com

Consolidated cash flow statement

31

* Figures for 2013 represent historical figures from Weifa ASA’s (former Aqualis ASA) group accounts related to the spin-off of the Aqualis Offshore business. Aqualis Offshore which is now part of Aqualis ASA group was acquired by Weifa ASA in November 2013. Thus, no financial data is shown for the period prior to the acquisition in November 2013

Page 32: Aqualis ASA - abl-group.com

Segment information

32