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Vår Energi ASA

Quarterly Report Feb 16, 2023

3780_rns_2023-02-16_309ec91f-b44c-4358-9467-1335a130c0f3.pdf

Quarterly Report

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Fourth quarter 2022

Interim report

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About Vår Energi About Vår Energi 2
Key figures 3
Vår Energi is a leading independent upstream oil and gas Company on the Norwegian continental
shelf (NCS). The Company is founded on more than 50 years of NCS operations, a robust and
diversified asset portfolio with ongoing development projects centred around hubs, and a strong
Highlights 4
exploration track record. In 2022, Vår Energi produced net 220 kboepd of oil and gas from 36 fields. Key metrics and targets 5
The Company has a target to increase production to above 350 kboepd by end-2025 while reducing production cost to
approximately USD 8 per boe from around USD 13.5 in 2022, as new projects come on stream and effects from improvement Operational review 6
measures are achieved. Material cash flow generation and an investment-grade balance sheet enable attractive and resilient Projects and developments 9
dividend distributions. For Q1 2023, Vår Energi guides for a dividend of USD 270 million, with the plan to distribute 20 – 30% of Exploration 10
cash flow from operations after tax (CFFO) maintained. HSSE 11
On 16 February 2022, Vår Energi listed on Oslo Stock Exchange (OSE) under the ticker "VAR". The initial public offering (IPO)
provides access to Norwegian and international capital markets, a diversification of the Company's ownership structure and
Decarbonisation and environmental impact 11
supports employee participation. Financial review 12
Outlook 20
Vår Energi is committed to delivering a better future. The Company's ambition is to be the safest operator, the partner of choice, Transactions with related parties 20
an ESG leader and a net-zero producer (scope 1 and 2) by 2030. Subsequent events 20
Risks and uncertainty 20
To learn more, please visit: www.varenergi.no. Alternative Performance Measures 21
Financial statements 23
Notes 30

Key figures fourth quarter 2022

Third quarter 2022 in brackets 1

Production kboepd

Petroleum revenues USD million

EBIT USD million

1 531 (1 363)

-356

Profit before tax USD million

1 793 (1 071)

CFFO USD million

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(1 503)

(599)

(904)

FCF

USD million

NIBD / EBITDAX x 0.3

(0.2)

1 Restatement of third quarter due to changes in valuation of under/overlift

Fourth quarter 2022 highlights

Vår Energi reported USD 2 374 million in total income for the fourth quarter of 2022, bringing total income for the full year 2022 to USD 9 828 million, an increase of 62% from 2021 primarily due to higher oil and gas prices. Profit before taxes was USD 1 793 million in the quarter (+67% compared to last quarter) while USD 5 856 million for the full year compares to USD 2 647 million in 2021. Cash flow from operations (CFFO) was USD 443 million in the quarter and USD 5 682 million for the full year.

A dividend of USD 290 million (NOK 1.225 per share) for the third quarter was paid in November and USD 300 million (NOK 1.226 per share) for the fourth quarter will be distributed in March. The company further plans to distribute a dividend of USD 270 million for the first quarter 2023. For 2023, the dividend is planned to be approximately 30% of CFFO after tax.

  • Continued safe operations, no serious incidents in the quarter
  • Production of 214 kboepd in the fourth quarter, stable from the third quarter, full-year 2022 production of 220 kboepd within the revised guided range
  • Production guidance for 2023 of 210-230 kboepd
  • Average weighted realised price of USD 115 per boe in the quarter (oil USD 87 per boe, gas USD 182 per boe)
  • Fourth quarter and full-year production cost of USD 14.1 per boe and USD 13.5 per boe, respectively, within the guided range for the full year
  • Full-year 2023 production cost expected at USD 14.5 15.5
  • 2022 exploration success rate of 57% 1, adding approximately 65 million boe (mmboe) of resources including operator of the largest NCS discovery for the year, being the Lupa discovery
  • Project portfolio progressing according to plan, including PDO for partner operated Verdande. The company's production target of above 350 kboepd by end-2025 maintained
  • Successful issue of USD 2 billion of five- and ten-year bonds in the US debt market in the fourth quarter
  • Continued strong balance sheet with leverage ratio at 0.3x at year-end 2022
  • The Board declared dividend of NOK 1.226 per share for the fourth quarter, totalling USD 300 million, to be distributed on 3 March, and hence a total distribution for 2022 of USD 1 075 million
KPIs
(USD million unless otherwise stated)
Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Actual serious injury frequency (x, 12 months rolling) 0.1 0.1 - 0.1 -
CO2 emissions intensity (operated licenses, kg/boe) 10.5 10.4 8.1 9.2 9.5
Production (kboepd) 214 215 259 220 246
Production cost (USD/boe) 14.1 13.4 13.4 13.5 12.0
Cash flow from operations before tax 2 094 2 027 1 523 8 369 4 415
Cash flow from operations (CFFO) 443 1 503 951 5 682 4 580
Free cash flow (FCF) (356) 904 241 3089 1 995
Dividends paid 290 260 262 775 950

"Today, Vår Energi celebrates one year as a listed company. In that brief period, we have delivered strong cash generation and attractive dividends. We have also progressed our development projects and are firmly on track for the end-2025 production and cost targets. Our exploration team yet again delivered world class results and we are proud to be the operator of the largest discovery on the NCS for the year. We expect a continued high activity level for 2023 as we work to realise our full potential and deliver more than 50% production growth towards end-2025 and lay the foundation for sustained high value creation beyond that."

Torger Rød, CEO of Vår Energi.

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Key metrics and targets

Production 1 (kboepd) Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Crude oil 122.4 122.0 142.6 123.7 136.9
Gas 78.3 78.8 94.6 81.7 86.7
NGL 13.5 13.7 21.3 14.7 22.2
Total 214.3 214.5 258.6 220.1 245.8
Realised prices (USD/boe) Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Crude oil 86.6 107.8 80.4 101.7 70.4
Gas 181.6 203.9 148.3 174.5 79.5
NGL 54.7 61.8 60.6 65.4 45.0
Average (volume weighted) 115.1 139.0 103.4 124.1 70.9
Financials
(USD million unless otherwise stated) Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Total income 2 374 2 526 2 274 9 828 6 073
EBIT
Profit / (loss) before income taxes
1 531
1 793
1 363
1 071
1 249
1 137
6 369
5 856
3 059
2 647
Net earnings 488 (50) 212 936 654
Earnings per share (USD) 0.20 (0.02) 0.08 0.38 0.26
Dividend per share (USD) 0.12 0.10 0.10 0.31 0.38

Targets and outlook 2023 guidance (USD million unless otherwise stated)

Production kboepd 210 – 230
Production cost USD/boe 14.5 – 15.5
Development capex 2 400 – 2 700
Exploration capex 200
Abandonment capex 50
Dividends for Q4 2022 to be distributed in March 300
Dividend guidance for Q1 payable in Q2 2023 270
First half 2023 cash tax payment estimate 1 ~1 800

Long-term financial and operational targets

End-2025 production target kboepd > 350
End-2025 production cost 2 USD/boe ~8.0
Leverage through the cycle NIBD/EBITDAX 1.3x

1 Assumed NOK/USD 9.5. 2 Real 2021

1 Production numbers presented for 2021 are based on a gas conversion of 6.65, whereas production in 2022 are based on a factor of 6.29.

Operational review

Total production 1 Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Total production (mmboe) 19.7 19.7 23.8 80.3 89.7 6%
Operated (kboepd) 38.2 34.7 50.8 40.7 44.9
Partner operated (kboepd) 176.1 179.8 207.7 179.4 201.0 20%
Total production (kboepd) 214.3 214.5 258.6 220.1 245.8
Percentage operated 18% 16% 20% 18% 18%
Percentage partner operated 82% 84% 80% 82% 82%
Production by type (kboepd) Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Crude oil 122.4 122.0 142.6 123.7 136.9
Gas 78.3 78.8 94.6 81.7 86.7
NGL 13.5 13.7 21.3 14.7 22.2
Total 214.3 214.5 258.6 220.1 245.8
Production by type (percentage) Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021 kboepd
Total production
Crude oil 57% 57% 55% 56% 56%
Gas 37% 37% 37% 37% 35% 259
NGL 6% 6% 8% 7% 9%
Total 100% 100% 100% 100% 100%
Volumes sold / lifted (mmboe) Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Crude oil 12.6 10.1 12.3 45.9 49.0
Gas 6.6 6.6 8.0 27.1 28.0
NGL 1.3 1.4 1.8 5.8 8.2
Total 20.5 18.1 22.1 78.8 85.2

1 Production numbers presented for 2021 are based on a gas conversion of 6.65, whereas production in 2022 are based on a factor of 6.29.

Production split

Q4 2022, percentage based on kboepd

Total production

kboepd

Production 1

Vår Energi's net production of oil, liquids and natural gas averaged 214 kboepd in the fourth quarter of 2022, in line with third quarter, and a decrease of 18% compared to the fourth quarter of 2021. Fullyear 2022 production ended at 220 kboepd, within the revised guided range of 220-225 kboepd as communicated in the third quarter report.

During the quarter, the Company continued to reduce NGL recovery to increase gas volumes and gas sales due to favourable market conditions, representing a reduction of approximately 2 kboepd on an annual basis.

Based on current projections, the Company guides an average production for 2023 in the range of 210-230 kboepd. The guidance reflects a yearend production rate of approximately 220 kboepd and the expected net impact from; new projects coming on stream in 2023, various operational issues resolved in 2022, planned turnarounds and maintenance activities as well as the changed schedule for Balder X as communicated in the third quarter, and natural decline.

Total volumes produced in the fourth quarter were 19.7 mmboe whereas volumes sold in the quarter amounted to 20.5 mmboe.

Production efficiency

Production efficiency (operated licenses) in the fourth quarter was 87%, an increase from 82% in the previous quarter. For the full year, production efficiency equalled 85% compared to 87% in 2021. Production efficiency for Goliat was 96% in the quarter, whereas production efficiency for Balder/ Ringhorne was 73% due to maintenance activities.

Hubs

As part of Vår Energi's hub strategy, the Company identifies strategic focus areas that provide a framework for evaluating exploration and development opportunities, maximising the use of existing infrastructure and optimising value creation throughout Vår Energi's portfolio. Following the recent reorganisation of Vår Energi, the categorisation of the key strategic hub areas has been changed; Barents Sea, Norwegian Sea (including Åsgard), North Sea (including Tampen) and Balder area (including Grane). Fields previously reported as "Other" have been allocated to the above hub areas.

For the full year 2022, production decreased by approximately 10% compared to 2021, mainly due to various operational issues on operated and partner-operated fields, challenging well operations on operated fields and natural field decline.

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  • In the Balder area, production from the operated Balder field increased by 4 kboepd following completion of turnaround in the third quarter and restoration of production from shut-in wells, while unplanned downtime at Grane impacted production negatively. On 10 February 2023, the production from the Balder area was temporarily reduced due to a potential riser integrity concern identified through the Company's monitoring systems. Ongoing inspection and analysis will determine when production can be resumed.
  • The operated Goliat asset in the Barents Sea delivered stable production from the previous quarter as contributions from infill drilling arrested natural field decline
  • In the North Sea, production increased 6 kboepd from the third quarter mainly driven by new wells at the Snorre field which started up in November, and a successful repair of the compressor at the Sleipner field which impacted production earlier in the year
  • In the Norwegian sea the production in the fourth quarter was negatively impacted by a fire at Åsgård B in November, which also reduced production from the subsea tie-back fields Mikkel, Kristin and Morvin. The incident coupled with capacity restrictions at the Kårstø terminal and natural decline, represented a decrease of

Diverse and robust portfolio positioned for value-adding growth

Production – hubs (kboepd) Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Balder Area 29.8 29.4 34.6 29.5 36.0
Barents Sea 19.5 19.2 27.4 21.1 22.7
North Sea 82.9 76.9 88.0 78.0 86.1
Norwegian Sea 82.1 89.0 108.5 91.4 101.0
Total 214.3 214.5 258.6 220.1 245.8
Production – hubs (percentage) Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Balder Area 14% 14% 13% 13% 15%
Barents Sea 9% 9% 11% 10% 9%
North Sea 39% 36% 34% 35% 35%
Norwegian Sea 38% 41% 42% 42% 41%
Total 100% 100% 100% 100% 100%
Production cost (USD/boe) Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Production cost 12.0 10.6 11.0 10.9 9.3
Transportation cost 2.1 2.8 2.5 2.7 2.7
Total production cost 14.1 13.4 13.4 13.5 12.0

1 Real 2021

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Production cost

Total production cost was USD 14.1 per boe in the fourth quarter of 2022 compared to USD 13.4 in the third quarter. The increase is mainly due to phasing of maintenance activity.

For the full year, production cost per boe ended at 13.5, within the guided range of USD 12.5 – 13.5 per boe.

For 2023, Vår Energi guides at an average production cost per boe of USD 14.5 – 15.5. The increase from 2022 is mainly driven by higher expected CO2 taxes, increased well maintenance activities and general and commodity driven inflation.

The company expects production cost per boe to decrease towards its end-2025 target of approximately USD 8 1 per boe as new cost-effective developments come on stream and effects from improvement programs and strategic partnerships are realised.

For more information, see production cost detailed in the financial review section.

Projects and developments

Vår Energi is participating in several significant development projects on the NCS which support the Company's target of producing more than 350 kboepd by end-2025. The Company's project portfolio progressed according to plan in the fourth quarter, including developments such as Balder X, Johan Castberg and Breidablikk. Supply chain still imposes challenges to the industry. However, the procurement scope for all key projects in the Vår Energi portfolio has largely been completed with main equipment packages delivered, reducing risk of negative impacts.

Balder X

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The project is progressing towards planned first oil in the third quarter of 2024. Project complexity remains a challenge. Several milestones were reached during the quarter and provide a de-risking of the project and confirmation of the revised plan announced in September.

Key deliverables and achievements in the quarter include:

  • Engineering scope is close to complete
  • Most equipment packages are delivered at the yard and commissioning progressed to plan.
  • Key heavy lifts safely completed during the quarter (torsion box, helideck and pedestal cranes)
  • Construction work has ramped up with increased efficiency and subsea equipment installed on seabed
  • Drilling operations are ongoing and progressing per plan with four wells completed at year-end. All producing wells are expected to be completed for first oil to support rapid production ramp-up

Johan Castberg

Planned start-up of the Johan Castberg field remains in the fourth quarter of 2024.

Key deliverables and achievements in the quarter include:

  • Ramp-up of integration activities at Stord according to plan
  • Subsea and marine campaign completed in November as planned

Breidablikk

The field is planned to start production in the first quarter of 2024.

Key deliverables and achievements in the quarter include:

  • Drilling operations progressing well ahead of plan
  • Subsea and marine campaign for 2022 completed on schedule, hardware delivery for 2023 installation campaign progressing on plan
  • The High Activity Period (HAP) on Grane topside ongoing

Bauge, Hyme and Fenja

The development projects are in the last stages of the execution phase and development drilling is finalised. Production start-up is planned during the first half of 2023.

Key deliverables and achievements in the quarter include:

  • Njord A platform started production at the end of 2022, prepared for the sequential tie-in of the oil fields
  • Electrification of the Njord Field to reduce emission decided by the partners in Njord and attached tie-in fields and revised PDO submitted

Exploration

Vår Energi currently holds 158 licenses of which 53 are operated. The Company has a proven exploration track record founded on strong technical competencies and historical expertise on the entire NCS and has an active exploration strategy supported by a large inventory of potential exploration prospects across the NCS portfolio.

During the fourth quarter, Vår Energi confirmed the discovery of gas in the operated Lupa well, adjacent to the Goliat field in the Barents Sea. Preliminary estimates for the size of the discovery are between 57-132 million barrels of recoverable oil equivalents 1 (9-21 billion Sm3 recoverable gas resources), which makes it the largest discovery on the NCS in 2022.

Vår Energi also participated in the Calypso discovery in PL938 in the Norwegian Sea, operated by Neptune Energy. Preliminary estimates indicate 6-22 million barrels of recoverable oil equivalents. The Othello North well in the Norwegian Sea, operated by Equinor, was dry.

The exploration success rate for the full year was 57% 2 , and added approximately 65 million barrels of recoverable oil equivalents in contingent resources. This confirms Vår Energi's strong exploration capabilities. Three of the four successful wells were drilled in the Barents Sea, where the Company has a leading position and long-term strategic ambition to extend production though infrastructure-led developments.

The planned 2022 exploration drilling campaign also included spudding of the operated Countach well in the Barents Sea and partner-operated well Angulata in PL554. As announced 9 February, Vår Energi confirmed discovery of oil in the Countach well, nearby the Goliat field. A sidetrack is planned to be drilled to better define the size of the discovery. The Angulata well is expected to be concluded during the first quarter.

For 2023, Vår Energi plans to drill eight firm exploration wells and three contingent wells targeting a total of more than 50 mmboe of risked resources. Four of the firm wells are operated by Vår Energi.

The company was in January awarded 12 new production licenses, five of which as operator, in the 2022 Awards in the Predefined Areas (APA) covering mature areas. Most of the licenses are in areas close to existing infrastructure, supporting the company's hub strategy and strengthening the foundation for long-term value creation.

1 Reported numbers are 100% unrisked recoverable resources 2 Technical Success

Health, safety, security and the environment (HSSE)

Key HSSE indicators Unit Q4 2022 Q3 2022 Q2 2022 Q1 2022
Serious incident frequency (SIF Actual) 1 Per mill. exp. hours 0.1 0.1 0.1 0.1
Serious incident frequency (SIF) 1 Per mill. exp. hours 1.0 1.3 1.4 1.6
Total recordable injury frequency (TRIF) 2 Per mill. exp. hours 3.2 3.7 2.7 2.5
Acute spill Count 0 0 0 1
Process safety events Tier 1 and 2 3 Count 1 0 0 2
CO2 emissions intensity 4 Kg CO2/boe 10.5 10.4 8.6 7.6

The Company maintains high focus on implementation of its safety initiatives, and the positive trend for the Serious Incidents Frequency (SIF) 1 continued in the fourth quarter. The 12-month rolling average SIF rate was 1.0, an improvement from 1.3 in the third quarter of 2022. None of the incidents in the quarter were classified with serious actual consequences.

The number of recordable injuries, all of which had low actual consequences, was stable in the quarter. The 12-month rolling average Total Recordable Injury Frequency (TRIF) 2 was 3.2 in the fourth quarter, an improvement compared to 3.7 in the third quarter 2022.

The trend is primarily driven by improved safety performance related to yard activities for the ongoing development projects. All incidents have been managed according to the Company's management system. Initiatives have been implemented and learnings are shared to continue the positive trend. Furthermore, Vår Energi focuses on major accident potential and continuously monitors key indicators through the Company's major accident risk indicator system (MARI).

Vår Energi and its contractors continuously build on the key safety tools, such as the Always Safe Annual Wheel, the Life-Saving Rules and the Company's internal TIR tool (Take Time, Involve, Report).

Decarbonisation and environmental impact

Vår Energi considers the decarbonisation of oil and gas production a prerequisite for a resilient business model and long-term value creation. The Company has committed to reduce its GHG emissions in support of the Paris Agreement and the Konkraft agreement. Vår Energi is also a signatory to the OGCI Aiming for Zero Methane Emissions Initiative aiming to reach near zero methane emissions from operated oil and gas assets by 2030. The Company has started to implement and operationalise its decarbonisation plan, with the electrification of the Balder Area before 2030 as a priority. In parallel, the Company continuously seeks to reduce GHG emissions and has set specific target for 2023.

The CO2 emissions intensity for operated assets in the fourth quarter is estimated to 10.5 kg CO2 per boe, compared to 10.4 kg CO2 per boe in the third quarter. The slight increase is related to high exploration activity in the quarter.

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1 SIF: Serious incident and near-misses per million worked hours, 12 months rolling average. Includes actual and potential consequence. SIF Actual, 12 months rolling average: incidents that have an actual serious consequence.

2 TRIF: Personal injuries requiring medical treatment per million worked hours, 12 months rolling average. Reporting boundaries SIF & TRIF: Health and safety incident data is reported for company sites as well as contracted drilling rigs, floatels, vessels, projects and modifications, and transportation of personnel, using a risk-based approach.

3 Classified according to IOGP RP 456.

4 Direct Scope 1 emissions of CO2 (kg) from exploration and production (Operational control, equity share) divided by total equity share production (boe) from Marulk, Goliat, Balder and Ringhorne East.

Financial review

Statment of income

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USD million Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Total income 2 374 2 526 2 274 9 828 6 073
Production costs 1 (345) (205) (329) (1 143) (1 141)
Exploration expenses (22) (12) (11) (72) (57)
Depreciation and amortisation (332) (346) (470) (1 448) (1 705)
Impairment loss and reversals (96) (573) (178) (658) (1)
Other operating expenses (47) (28) (38) (138) (110)
Total operating expenses (843) (1 163) (1 026) (3 459) (3 014)
Operating profit / (loss) (EBIT) 1 531 1 363 1 249 6 369 3 059
Net financial income / (expenses) (19) (34) (106) (116) (269)
Net exchange rate gain / (loss) 281 (258) (6) (397) (142)
Profit / (loss) before income taxes 1 793 1 071 1 137 5 856 2 647
Income tax (expense) / income (1 305) (1 121) (926) (4 919) (1 992)
Profit / (loss) for the period 488 (50) 212 936 654

1 Production cost in previous periods changed due to restatement of over/underlift (note 1).

Total income (USD million) Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Petroleum revenues 2 354 2 520 2 282 9 781 6 043
Other operating income 19 7 (7) 47 29
Total income 2 374 2 526 2 274 9 828 6 073

Revenues from sale of petroleum products in the fourth quarter were USD 2 354 million, a decrease of USD 166 million when compared to third quarter of 2022. Lower product prices impacted petroleum revenues negatively by USD 490 million whereas higher volumes sold impacted petroleum revenues positively with USD 324 million.

During the quarter, the Company continued to divert gas from injection and to minimise sale of methanol and ethane to maximise gas sales.

In the fourth quarter, fixed price sales represented 29% of total sales with an average price of 163 USD per boe.

Similarly, Vår Energi has also for the three first quarters of 2023executed fixed price transactions. As per 27 January 2023, the Company has entered into the following transactions (based on the average exchange rates during January 2023):

  • ~33% of the gas production for the first quarter 2023 has been sold on a fixed price basis at an average price of ~285 USD per boe
  • ~22% of the gas production for the second quarter 2023 on a fixed price basis at an average price of ~190 USD per boe
  • ~20% of the gas production for the third quarter 2023 on a fixed price basis at an average price of ~190 USD per boe
Revenue split by petroleum type (USD million) Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Revenue from crude oil sales 1 092 1 092 990 4 669 3 448
Revenue from gas sales 1 192 1 339 1 184 4 732 2 227
Revenue from NGL sales 70 88 108 379 368
Total petroleum revenues 2 354 2 520 2 282 9 781 6 043
Revenue split by petroleum type (percentage) Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Revenue from crude oil sales 46% 43% 43% 48% 57%
Revenue from gas sales 51% 53% 52% 48% 37%
Revenue from NGL sales 3% 4% 5% 4% 6%
Total petroleum revenues 100% 100% 100% 100% 100%
Realised prices (USD/boe) Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Crude oil price 86.6 107.8 80.4 101.7 70.4
Gas price 181.6 203.9 148.3 174.5 79.5
NGL price 54.7 61.8 60.6 65.4 45.0
Average (volume-weighted) 115.1 139.0 103.4 124.1 70.9
USD million Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Cost of operations 190 167 216 701 688
Transportation and processing 42 55 59 214 243
Environmental taxes 31 30 34 140 102
Insurance premium 16 11 12 49 46
Production cost based on produced volumes 279 264 320 1 087 1 079
Back-up cost shuttle tankers 8 7 15 19 33
Adjustment of over/(underlift) 49 (74) (22) (2) (32)
Premium expense for crude put options 10 9 16 40 60
Production cost based on sold volumes 345 205 329 1 143 1 141
Total produced volumes (mmboe) (unaudited) 19.7 19.7 23.8 80.3 89.7
Production cost USD/boe produced volumes (unaudited) 14.1 13.4 13.4 13.5 12.0

Production cost

The increase in production cost based on produced volumes compared to the previous quarter was mainly due to more maintenance activities.

Production cost, based on sold volumes, increased by USD 140 million when compared to the previous quarter, mainly due to higher liftings.

Exploration expenses

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Exploration cost in fourth quarter was USD 22 million. The increase from the previous quarter is due to higher exploration activity in combination with the expense of dry wells. Exploration expenses in 2022 amounted to USD 72 million, up from USD 57 million when compared to 2021.

Depreciation, depletion, amortisation (DD&A)

DD&A in fourth quarter was USD 332 million (-4%) compared to USD 346 million in previous quarter. DD&A in 2022 amounted to USD 1 448 million, down from USD 1 705 million when compared to the same period in 2021 mainly due to lower production.

Impairment losses and reversals

The impairment loss of USD 96 million in the quarter is related Balder, Brage and Morvin. For more details, see note 11 in the financial statements.

Net finance

Net exchange rate gain amounted to USD 281 million in the quarter, consisting of a realised loss of USD 278 million and USD 559 million of unrealised exchange rate gains related to the Company's interest-bearing loans. For more details, see note 6 in the financial statements.

Tax

The income tax in the fourth quarter was USD 1 305 million, an increase of USD 184 million from third quarter. Tax rate for full year 2022 increased to 84% compared to 75% in 2021 due to changes in tax legislation giving less tax uplift.

Profit for the period

Net income of USD 488 million in the period was positively impacted by an exchange rate gain due to strengthening of the NOK in the period.

Condensed statement of financial position

Financial position (USD million) 31 Dec 2022 30 Sep 2022 31 Dec 2021
Intangible assets 2 338 2 086 2 836
Tangible fixed assets 14 738 12 907 15 487
Financial assets 1 1 3
Current assets 1 720 2 671 1 473
Total assets 18 797 17 665 19 799
Total equity 1 482 1 166 1 516
Non-current liabilities 14 007 12 961 16 062
Current liabilities 3 309 3 539 2 221
Total liabilities 17 316 16 500 18 283
Total Equity and Liabilities 18 797 17 665 19 799

Available liquidity 31 Dec 2022 30 Sep 2022 31 Dec 2021
Cash and cash equivalents 445 1 499 224
RCF 3 600 3 600 2 080
Available liquidity 4 045 5 099 2 304

Total assets at the end of the fourth quarter amounted to USD 18 797 million, an increase from USD 17 665 million at the end of the third quarter due to high capex spend and a stronger NOK to USD when converting to reporting currency.

Tangible fixed assets including property, plant and equipment (PP&E) were USD 14 738 million and movements are detailed in note 9 in the financial statement.

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Total equity amounted to USD 1 482 million, corresponding to an equity ratio of ~8%.

Total cash and cash equivalents at the end of the fourth quarter were USD 445 million. The Company had USD 3 600 million in undrawn credit facilities bringing total available liquidity to USD 4 045 million, at the end of the period.

Available liquidity

USD million

NIBD/EBITDAX

Interest-bearing debt

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Total interest-bearing debt (incl. leasing) at end of fourth quarter was USD 3 165 million, a decrease of USD 390 million compared to previous period.

EBITDAX was USD 1 981 million in the quarter and free cash flow (FCF) was negative USD 356 million.

Due to a negative cash flow generated the Company increased its leverage ratio (NIBD including leasing/EBITDAX) to 0.3x at the end of the quarter, up from 0.2x at the end of the previous quarter.

Interest bearing debt excl. leasing (x) 31 Dec 2022 30 Sep 2022 31 Dec 2021
Adjusted total interest bearing debt / EBITDAX 0.3 0.4 1.0
Net interest-bearing debt / EBITDAX 0.3 0.2 1.0

Interest bearing debt incl. leasing (USD million) 31 Dec 2022 30 Sep 2022 31 Dec 2021
Interest-bearing loans and borrowings 2 453 2 977 4 493
Interest-bearing loans, current 500 348 333
Lease liabilities, non-current 113 130 216
Lease liabilities, current 99 99 109
Adjusted total interest bearing debt 3 165 3 555 5 152
Cash and cash equivalents 445 1 499 224
Adjusted NIBD 2 721 2 056 4 928
EBITDAX 4 quarters rolling 8 547 8 473 4 821
Adjusted total interest-bearing debt / EBITDAX 0.4 0.4 1.1
Net interest-bearing debt / EBITDAX 0.3 0.2 1.0

Total interest-bearing debt (TIBD)

Condensed statement of cash flow

Cash flow from operating activities before tax USD million

Statements of cash flows (USD million) Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Cash flow from operating activities (CFFO) 443 1 503 951 5 682 4 580
Cash flows used in investing activities (814) (603) (722) (2 663) (2 633)
Cash flows from financing activities (753) (310) (246) (2 903) (1 976)
Net change in cash and cash equivalents (1 124) 591 (17) 115 (29)
Cash and cash equivalents, beginning of period 1 499 892 264 224 272
Effect of exchange rate fluctuation on cash held 70 16 (24) 106 (20)
Cash and cash equivalents, end of period 445 1 499 223 445 223

Higher taxes paid, the payment to Exxon and increased capital expenditures reduced the cash flow compared to the previous quarter.

8 369

Condensed statement of cash flow – continued

Cash flows used in investing activities (USD million) Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Expenditures on exploration and evaluation assets 47 3 7 77 104
Expenditures on property, plant and equipment 753 596 703 2 516 2 480
Payment for decommissioning of oil and gas fields 15 4 14 70 70
Proceeds from sale of assets (sales price) - (0) (4) (0) (24)
Expenditures on goodwill and other intangible assets - - 0 - 0
Net cash used on business combination - - 2 - 2
Total cash flows used in investing activities 814 603 722 2 663 2 633

Expenditures in the Balder Area, Johan Castberg and Grane totalled 65% of total expenditures on PP&E.

Expenditures on PP&E (USD million, %) Q4 2022 Q4 2022 Q3 2022 Q3 2022 Q4 2021 Q4 2021 FY 2022 FY 2022
Balder area 333 44% 230 39% 341 49% 1 078 43%
Johan Castberg 79 11% 79 13% 91 13% 324 13%
Fenja 10 1% 22 4% 45 6% 81 3%
Grane 75 10% 79 13% 37 5% 261 10%
Snorre 35 5% 30 5% 26 4% 120 5%
Statfjord area 29 4% 27 5% 23 3% 119 5%
Sleipner area 2 - 1 - 20 3% 8 0%
Ekofisk area 25 3% 25 4% 20 3% 97 4%
Goliat 10 1% 26 4% 15 2% 62 2%
Tommeliten 11 1% 8 1% 13 2% 35 1%
Other 145 19% 69 12% 72 10% 333 13%
Total expenditures on PP&E 753 100% 596 100% 703 100% 2 516 100%

Condensed statement of cash flow – continued

Capex coverage Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Expenditures on exploration
and evaluation assets
47 3 7 77 104
Expenditures on PP&E 753 596 703 2 516 2 480
Capex 1 800 599 710 2 593 2 585
CFFO 443 1 503 951 5 682 4 580
Capex coverage (x) 0.6 2.5 1.3 2.2 1.8
Cash flows from financing activities
(USD million) Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Dividends paid (290) (260) (262) (775) (950)
Net proceeds from bond issue 1 967 - - 2 464 -
Net proceeds / (payments) of revolving
credit facility
(2 000) - 4 494 (4 021) 4 494
Net proceeds / (payments) of reserve
based lending facility
- - (4 440) - (5 335)
Payment of other loans and borrowings (300) - - (300) -
Payment of principal portion
of lease liability
(26) (28) (10) (110) (44)
Interest paid (104) (22) (27) (161) (141)
Total cash flows used in
investing activities
(753) (310) (246) (2 903) (1 976)

Net cash outflow from financing activities amounted to USD 753 million mainly related to dividends paid and final payment to Exxon in the quarter.

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Outlook

Vår Energi has an ambition to deliver value-driven growth to support attractive and resilient long-term dividend distributions.

The Company's production guidance for 2023 is in the range of 210-230 kboepd.

For 2023, the Company expects development capex between USD 2 400–2 700 million and USD 200 million in exploration capex and USD 50 million in abandonement capex.

Vår Energi's material cash flow generation and investment-grade balance sheet support attractive and resilient distributions. For the first quarter

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of 2023, Vår Energi plans to pay a dividend of USD 270 million.

Vår Energi plans to distribute 20-30% of CFFO after tax over the cycle in shareholder returns. For 2023, the dividend is planned to be approximately 30% of CFFO after tax.

To ensure continuous access to capital at competitive cost, retaining investment-grade credit ratings is a priority for Vår Energi. As such, the Company targets a NIBD/EBITDAX of 1.3x through the cycle.

Transactions with related parties

For details on transactions with related parties, see note 22 in the Financial Statement.

Subsequent events

See note 24 in the Financial Statement.

Risks and uncertainty

Vår Energi is exposed to a variety of risks associated with our oil and gas operations at the NCS, exploration, reserve and resource estimates and estimates for capital and operating cost expenditures are associated with uncertainty, and the production performance of oil and gas fields may be variable over time.

The ripple effects of Russia's invasion of Ukraine, European energy crisis, US and EU monetary tightening causing economic slowdown and global inflation impacts market and financial risk, including, but non-exhaustive, commodity price

fluctuations, exchange rates, interest rates and capital requirements. Vår Energi is also exposed to uncertainties relating to the capital markets and access to capital, this may influence the pace with which development projects can be brought on stream.

The company's operational, financial, strategic and compliance risks and the mitigation of these risks are described in the prospectus published in February 2022 and the 2021 annual report, both available on www.varenergi.no

Alternative performance measures (APMs)

In this interim report, in order to enhance the understanding of the company's performance and liquidity, Vår Energi presents certain alternative performance measures ("APMs") as defined by the European Securities and Markets Authority ("ESMA") in the ESMA Guidelines on Alternative Performance Measures 2015/1057.

Vår Energi presents the APMs: CAPEX, CAPEX Coverage, EBITDAX, EBITDAX Margin, Free Cash Flow, NIBD, Adjusted NIBD, NIBD/ EBITDAX Ratio, Adjusted NIBD/EBITDAX Ratio, TIBD/EBITDAX Ratio and Adjusted TIBD/EBITDAX Ratio.

The APMs are not measurement of performance under IFRS ("GAAP") and should not be considered to be an alternative to: (a) operating revenues or operating profit (as determined in accordance with GAAP), as a measure of Vår Energi's operating performance; or (b) any other measures of performance under GAAP. The APM presented herein may not be indicative of Vår Energi's historical operating results, nor is such measure meant to be predictive of the company's future results.

Vår Energi believes that the APMs described herein are commonly reported by companies in the markets in which it competes and are widely used in comparing and analysing performance across companies within its industry.

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The APMs used by Vår Energi are set out below (presented in alphabetical order):

  • "CAPEX" is defined by Vår Energi as expenditures on property, plant and equipment (PP&E) and expenditures on exploration and evaluation assets as presented in the cash flow statements within cash flow from investing activities.
  • "CAPEX Coverage" is defined by Vår Energi as cash flow from operating activities as presented in the cash flow statements ("CFFO"), as a ratio to CAPEX.
  • "EBITDAX" is defined by Vår Energi as profit/(loss) for the period before income tax (expense)/income, net financial items, net exchange rate gain/(loss), depreciation and amortisation, impairments and exploration expenses.
  • "EBITDAX margin" is defined by Vår Energi as EBITDAX and EBITDA as a percentage of total income, respectively.
  • "Free cash flow" ("FCF") is defined by Vår Energi as CFFO less CAPEX.
  • "Net interest-bearing debt" or "NIBD" is defined by Vår Energi as interest-bearing loans and borrowings and lease liabilities ("Total interest-bearing debt" or "TIBD") less cash and cash equivalents.
  • "Adjusted net interest-bearing debt" or "Adjusted NIBD" is defined by Vår Energi as TIBD excluding lease liabilities ("Adjusted total interest-bearing debt" or "Adjusted TIBD") less cash and cash equivalents.
  • "NIBD/EBITDAX" is defined by Vår Energi as NIBD as a ratio of EBITDAX.
  • "Adjusted NIBD/EBITDAX" is defined by Vår Energi as Adjusted NIBD as a ratio of EBITDAX.
  • "TIBD/EBITDAX" is defined by Vår Energi as interest-bearing loans and borrowings and lease liabilities as a ratio of EBITDAX.
  • "Adjusted TIBD/EBITDAX" is defined by Vår Energi as interestbearing loans and borrowings (but excluding lease liabilities) as a ratio of EBITDAX.

EBITDA and EBITDAX

USD million Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Profit / (loss) for the period 488 (50) 212 936 654
Income tax (expense) / income (1 305) (1 121) (926) (4 919) (1 992)
Net financial income / (expenses) (19) (34) (106) (116) (269)
Net exchange rate gain / (loss) 281 (258) (6) (397) (142)
Depreciation and amortisation (332) (346) (470) (1 448) (1 705)
Impairment loss and reversals (96) (573) (178) (658) (1)
EBITDA 1 960 2 281 1 897 8 475 4 764
Exploration expenses (22) (12) (11) (72) (57)
EBITDAX 1 981 2 293 1 908 8 547 4 821
Total income 2 374 2 526 2 274 9 828 6 073
EBITDA margin 83% 90% 83% 86% 78%
EBITDAX margin 83% 91% 84% 87% 79%

Financial statements with note disclosures

Unaudited financial statements

Unaudited statement of comprehensive income 24 Note 10
Right of use assets
41
Unaudited balance sheet statement 25 Note 11
Impairment
42
Unaudited statement of changes in equity 27 Note 12
Trade receivables
45
Note 13
Other current receivables and financial assets
45
Unaudited statement of cash flows 28 Note 14
Financial instruments
46
Notes 30 Note 15
Cash and cash equivalents
47
Note 1 Summary of IFRS accounting principles and restatements 31 Note 16
Share capital and shareholders
47
Note 2 Income 33 Note 17
Financial liabilities and borrowings
48
Note 3 Production costs 34 Note 18
Asset retirement obligations
49
Note 4 Other operating expenses 35 Note 19
Other current liabilities
49
Note 5 Exploration expenses 35 Note 20
Commitments, provisions and contingent consideration
49
Note 6 Financial items 36 Note 21
Lease agreements
50
Note 7 Income taxes 37 Note 22
Related party transactions
51
Note 8 Intangible assets 39 Note 23
License ownerships
52
Note 9 Tangible assets 40 Note 24
Subsequent events
53

Unaudited statement of comprehensive income

USD 1000, except earnings per share data Note Q4 2022 Restated
Q3 2022
Restated
Q4 2021
FY 2022 Restated
FY 2021
Petroleum revenues 2 2 354 471 2 519 830 2 281 923 9 780 543 6 043 375
Other operating income 2 19 479 6 614 (7 495) 47 088 29 357
Total income 2 373 951 2 526 443 2 274 428 9 827 630 6 072 732
Production costs 1, 3 (345 223) (204 896) (329 027) (1 143 139) (1 141 021)
Exploration expenses 5, 8 (21 660) (11 897) (11 338) (72 063) (57 138)
Depreciation and amortisation 9, 10 (332 433) (345 503) (469 501) (1 447 966) (1 704 561)
Impairment loss and reversals 8, 9, 11 (96 255) (572 531) (178 482) (657 922) (982)
Other operating expenses 4 (47 236) (28 459) (37 514) (137 721) (110 483)
Total operating expenses (842 807) (1 163 286) (1 025 863) (3 458 811) (3 014 186)
Operating profit / (loss) 1 531 144 1 363 157 1 248 566 6 368 820 3 058 546
Net financial income / (expenses) 6 (19 424) (34 324) (105 749) (115 889) (269 489)
Net exchange rate gain / (loss) 6 281 461 (258 099) (5 623) (397 039) (142 371)
Profit/(loss) before taxes 1 793 181 1 070 734 1 137 194 5 855 891 2 646 687
Income tax (expense) / income 1, 7 (1 305 149) (1 120 796) (925 638) (4 919 489) (1 992 331)
Profit / (loss) for the period 488 032 (50 061) 211 556 936 402 654 356
Other comprehensive income:
Items that may be reclassified subsequently to the income statement:
Currency translation differences 120 587 (107 350) (9 486) (196 722) (63 113)
Net gain / (loss) on put options used for hedging (3 830) (5 068) 8 884 (1 338) 6 919
Other comprehensive income for the period, net of tax 116 757 (112 418) (602) (198 060) (56 194)
Total comprehensive income 604 789 (162 479) 210 955 738 342 598 162
Earnings per share
EPS Basic 1, 16 0.20 (0.02) 0.08 0.38 0.26
EPS Diluted 1, 16 0.20 (0.02) 0.08 0.38 0.26

Unaudited balance sheet statement

Restated Restated
USD 1000 Note 31 Dec 2022 30 Sep 2022 31 Dec 2021
ASSETS
Non-current assets
Intangible assets
Goodwill 8 2 019 512 1 835 231 2 531 897
Capitalised exploration wells 8 225 287 166 028 199 981
Other intangible assets 8 93 515 84 901 104 520
Tangible fixed assets
Property, plant and equipment 9 14 562 237 12 725 525 15 188 917
Right of use assets 10 175 423 181 183 298 432
Financial assets
Investment in shares 763 693 853
Other non-current assets 532 729 1 809
Total non-current assets 17 077 268 14 994 290 18 326 409
Current assets
Inventories 265 811 273 522 301 329
Trade receivables 12, 22 796 317 677 804 745 921
Other current receivables and financial assets 1, 13 213 286 220 842 201 809
Cash and cash equivalents 15 444 607 1 499 006 223 588
Total current assets 1 720 020 2 671 174 1 472 647
TOTAL ASSETS 18 797 288 17 665 464 19 799 056

Unaudited balance sheet statement – continued

USD 1000 Note 31 Dec 2022 Restated
30 Sep 2022
Restated
31 Dec 2021
Sandnes, 15 February 2023
Signed Electronically
EQUITY AND LIABILITIES
Equity
Share capital 16 45 972 45 972 45 972 Thorhild Widvey Liv Monica Bargem Stubholt
Share premium 1 868 181 2 158 181 2 643 181 Chair Deputy Chair
Other equity 1 (432 582) (1 038 519) (1 173 324)
Total equity 1 481 571 1 165 633 1 515 828 Francesco Gattei Guido Brusco
Director Director
Non-current liabilities
Interest-bearing loans and borrowings 17 2 452 589 2 977 073 4 493 426
Deferred tax liabilities 7, 1 8 127 971 6 968 812 7 953 676 Clara Andreoletti Marica Calabrese
Asset retirement obligations 18 3 156 126 2 738 078 3 235 640 Director Director
Lease liabilities, non-current 21 113 334 130 417 216 208
Other non-current liabilities 156 544 146 378 162 870 Fabio Romeo Ove Gusevik
Total non-current liabilities 14 006 564 12 960 759 16 061 820 Director Director
Current liabilities
Asset retirement obligations, current 18 60 012 13 390 61 536 Martha Skjæveland Hege Susanne Blåsternes
Accounts payables 22 368 589 313 620 422 155 Director, Director,
Taxes payable 7 1 778 222 2 378 317 801 432 employee representative employee representative
Interest-bearing loans, current 17 500 000 348 276 333 149
Lease liabilities, current 21 99 312 98 974 108 880 Bjørn Nysted Jan Inge Nesheim
Other current liabilities 1, 19 503 019 386 493 494 256 Director, Director,
Total current liabilities 3 309 154 3 539 072 2 221 408 employee representative employee representative
Total liabilities 17 315 718 16 499 831 18 283 228
Torger Rød
TOTAL EQUITY AND LIABILITIES 18 797 288 17 665 464 19 799 056 Chief Executive Officer

Unaudited statement of changes in equity

Other equity
Translation
USD 1000 Note Share capital Share premium Other equity differences Hedge reserve Total equity
Balance at 1 January 2021 before restatement 45 972 3 593 181 (1 595 366) (160 173) (28 737) 1 854 877
Impact of restatement 1 - - 11 040 639 - 11 679
Balance at 1 January 2021 after restatement 45 972 3 593 181 (1 584 326) (159 534) (28 737) 1 866 556
Profit / (loss) for the period - - 654 356 - - 654 356
Other comprehensive income / (loss) - - - (63 113) 6 919 (56 194)
Total comprehensive income / (loss) - - 654 356 (63 113) 6 919 598 162
Dividends paid - (950 000) - - - (950 000)
Other - - 1 111 - - 1 111
Balance at 31 December 2021 45 972 2 643 181 (928 860) (222 647) (21 818) 1 515 828
Profit / (loss) for the period - - 448 371 - - 448 371
Other comprehensive income / (loss) - - - (317 309) 2 491 (314 818)
Total comprehensive income / (loss) - - 448 371 (317 309) 2 491 133 553
Dividends paid - (485 000) - - - (485 000)
Share-based payments - - 1 252 - - 1 252
Balance at 30 September 2022 45 972 2 158 181 (479 237) (539 956) (19 326) 1 165 633
Profit / (loss) for the period - - 488 032 - - 488 032
Other comprehensive income / (loss) - - - 120 587 (3 830) 116 757
Total comprehensive income / (loss) - - 488 032 120 587 (3 830) 604 789
Dividends paid - (290 000) - - - (290 000)
Share-based payments 16 - - 1 148 - - 1 148
Balance at 31 December 2022 45 972 1 868 181 9 943 (419 369) (23 156) 1 481 571

Unaudited statement of cash flows

USD 1000 Note Q4 2022 Restated
Q3 2022
Restated
Q4 2021
FY 2022 Restated
FY 2021
Profit / (loss) before income taxes 1 1 793 181 1 070 734 1 137 137 5 855 891 2 646 687
Adjustments to reconcile profit before tax to net cash flows:
- Depreciation and amortisation 9, 10 332 433 345 503 469 501 1 447 966 1 704 561
- Impairment loss and reversals 8, 9 96 255 572 531 178 482 657 922 982
- (Gain) / loss on sale and retirement of assets 2 32 021 (300) 16 871 31 721 (2 232)
- Impairment of exploration wells 5, 8 5 194 2 276 (2 260) 30 600 5 887
- Accretion expenses (asset retirement obligation) 6, 18 24 366 23 519 26 140 94 243 94 733
- Unrealised (gain) / loss on foreign currency transactions and balances 6 (559 643) 286 807 339 470 81 175 558 940
- Other non-cash items and reclassifications 303 067 (75 477) (251 824) 299 499 (161 069)
Working capital adjustments: - - -
- Changes in inventories, accounts payable and receivables (33 076) (221 106) (384 836) (155 346) (437 761)
- Changes in other current balance sheet items 13, 19 99 907 22 880 (5 576) 25 059 34 734
Contingent consideration paid related to prior business combination 19 - - - - (30 000)
Income tax received / (paid) 7 (1 650 439) (524 208) (572 400) (2 686 852) 164 439
Net cash flows from operating activities 443 265 1 503 160 950 705 5 681 877 4 579 902
Cash flows from investing activities
Expenditures on exploration and evaluation assets 8 (46 969) (2 734) (6 930) (77 050) (104 318)
Expenditures on property, plant and equipment 9 (752 623) (596 313) (702 632) (2 516 097) (2 480 298)
Payment for decommissioning of oil and gas fields 18 (14 814) (3 879) (13 865) (70 318) (70 418)
Proceeds from sale of assets (sales price) - 300 3 829 300 24 398
Expenditures on goodwill and other intangible assets - - (295) - (295)
Net cash used on business combination - - (2 208) - (2 208)
Net cash used in investing activities (814 407) (602 626) (722 101) (2 663 165) (2 633 140)

Unaudited statement of cash flows – continued

USD 1000 Note Q4 2022 Restated
Q3 2022
Restated
Q4 2021
FY 2022 Restated
FY 2021
Cash flows from financing activities
Dividends paid (290 000) (260 000) (262 000) (775 000) (950 000)
Net proceeds from bond issue 1 966 617 - - 2 463 523 -
Net proceeds/(payments) of revolving credit facilities 17 (2 000 000) - 4 494 104 (4 020 500) 4 494 104
Net proceeds/(payments) of reserve based lending facility 17 - - (4 440 000) - (5 335 000)
Payment of other loans and borrowings 17 (300 000) - - (300 000) -
Payment of principal portion of lease liability 21 (25 570) (27 719) (10 482) (110 447) (43 790)
Interest paid 1 (104 122) (21 952) (28 221) (160 803) (141 532)
Net cash from financing activities (753 075) (309 672) (246 599) (2 903 227) (1 976 218)
Net change in cash and cash equivalents (1 124 217) 590 862 (17 995) 115 485 (29 456)
Cash and cash equivalents, beginning of period 1 499 006 -
892 046
263 671 223 588 272 411
Effect of exchange rate fluctuation on cash held 69 818 16 098 (22 088) 105 534 (19 367)
Cash and cash equivalents, end of period 444 607 1 499 006 223 588 444 607 223 588

Notes

(All figures in USD 1000 unless otherwise stated)

The interim condensed financial statements for the period ended 31 December 2022 have been prepared in accordance with IAS 34 Interim Financial Reporting. Thus the interim financial statements do not include all information required by IFRSs and should be read in conjunction with the 2021 annual financial statements. The interim financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the financial position, results of operations and cash flows for the dates and interim periods presented. Interim period results are not necessarily indicative of results of operations or cash flows for an annual period. These interim financial statements have not been subject to review or audit by independent auditors.

Restructuring of subsidiaries directly or indirectly owned by Vår Energi ASA took place during 4Q 2022. Dividends were paid to Vår Energi ASA which reduced investments in subsidiaries to zero. There are no business activities in the two remaining subsidiaries as of 31 December 2022. The balance sheets of the subsidiaries holds tax positions of USD 31 225 thousand which are offset by receivables towards Vår Energi ASA.

Based on the materiality of the subsidiaries, the financial statements for 4Q 2022 are Vår Energi ASA with no restatement of the comparative periods.

The following table shows the group structure per 31 December 22.

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Shares in subsidiaries

Name Business location Voting/ownership
Vår Energi Marine AS Sandnes, Norway 100%
PR Jotun DA Sandnes, Norway 5%

Shares in subsidiaries indirectly owned

Name Business location Voting/ownership
PR Jotun DA Sandnes, Norway 95%

These interim financial statements were authorised for issue by the company's Board of Directors on 15 February 2023.

Note 1 Summary of IFRS accounting principles and restatements

The accounting principles adopted in the preparation of the interim condensed financial statements are consistent with those followed in the preparation of the annual financial statements for the year ended 31 December 2021, except for a change in presentation of payment of borrowing costs in the statement of cash flows as reported in the Q2 2022 Financial Statement and change in accounting principles for over/underlift from Q4 2022. Vår Energi has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

Restatement of interest paid in cash flow statement

During Q2 2022, Vår Energi decided to change its accounting principles related to presentation of interest payments in the cash flows statement. Interest payment are restated to be shown as financing activities in the statement of cash flows. In prior reporting periods, these cash flows were presented as operational activities. The reason behind the change is that interest payments are directly linked to Vår Energi's financing activities and are thus deemed more relevant to include under financing activities. Comparative figures have been restated accordingly and the impact on relevant comparison periods is included in the following table.

USD 1000
Restating impact on Statement of Cash Flow Q4 2021 FY 2021
Net cash flows from operating activities
Before restatement 922 484 4 438 371
Impact of restatement 28 221 141 532
After restatement 950 705 4 579 902
Net cash from financing activities
Before restatement (218 378) (1 834 686)
Impact of restatement (28 221) (141 532)
After restatement (246 599) (1 976 218)

Note 1 Summary of IFRS accounting principles and restatements – continued

Restatement of over/underlift of NGL lifted at the Kårstø terminal

Effective from second quarter 2022, Vår Energi has corrected calculation of over/underlift of NGL lifted at the Kårstø terminal due to data quality issues in allocation of liftings at field level. Over/underlift of NGL from the fields that are lifted at the Kårstø terminal is recognised at the net position of the company's total portfolio. This was previously calculated at field level.

Restatement of over/underlift due to change in accounting principles

Effecting from fourth quarter 2022, Vår Energi has elected to change its accounting policy for measurement of overlift to measure both over/underlift at cost as we believe this will provide more relevant information about financial performance and financial position of the Company. In addition, this change will also make Vår Energi more comparable to peer companies on the NCS. In prior reporting periods, the overlift was recognised for the fair value / sale price while the underlift was valued at the lower of production cost and sale price.

USD 1000
Restating impact on Balance Sheet Statement
Note 01 Jan 2021 31 Dec 2021 30 Sep 2022
Underlift before restatement 142 257 189 105
Impact of restatement (67 948) (78 888)
Underlift after restatement 13 74 309 110 217
Overlift before restatement 166 175 317 606 60 661
Impact of restatement 1 (121 033) (276 429) (38 176)
Overlift after restatement 19 45 142 41 177 22 485
Equity before restatement 1 854 877 1 472 369 1 157 234
Impact of restatement 1 11 679 43 459
Equity after restatement 1 866 556 1 515 828 1 165 633
Deferred tax before restatement 7 342 952 7 799 594 6 939 035
Impact of restatement 1 41 407 154 082 29 778
Deferred tax after restatement 7 7 384 359 7 953 676 6 968 812
USD 1000
Restating impact on Statement of Comprehensive Income
Note Q3 2022 Q4 2021 FY 2021
Adjustment of (over)/under lift before restatement 164 635 9 053 (116 947)
Impact of restatement 1 (90 417) 13 240 148 960
Adjustment of (over)/under lift after restatement 3 74 219 22 293 32 013
Income tax (expense) / income before restatement (1 191 320) (915 311) (1 876 143)
Impact of restatement 1 70 525 (10 327) (116 188)
Income tax (expense) / income after restatement 7 (1 120 796) (925 638) (1 992 331)

1 Impact of restatement include both NGL correction and change in accounting policy for measurement of overlift.

Note 2 Income

Petroleum revenues (USD 1000) Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Revenue from crude oil sales 1 092 302 1 092 481 990 270 4 669 095 3 448 157
Revenue from gas sales 1 191 916 1 339 028 1 183 799 4 732 282 2 227 332
Revenue from NGL sales 70 254 88 321 107 853 379 166 367 885
Total petroleum revenues 2 354 471 2 519 830 2 281 923 9 780 543 6 043 375
Sales of crude (boe 1000) 12 614 10 133 12 315 45 923 49 006
Sales of gas (boe 1000) 6 565 6 567 7 984 27 115 28 011
Sales of NGL (boe 1000) 1 285 1 428 1 780 5 796 8 180
Other operating income (USD 1000) Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Gain/(loss) from sale of assets - 300 (16 871) 300 2 232
Other operating income 19 479 6 314 9 376 46 788 27 125
Total other operating income 19 479 6 614 (7 495) 47 088 29 357

The majority of sales are to international customers in EU/UK.

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Increase of other operating income in Q4 2022 mainly reflect final settlement with ExxonMobil related to the 2019 business combination.

Note 3 Production costs

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USD 1000 Note Q4 2022 Restated
Q3 2022
Restated
Q4 2021
FY 2022 Restated
FY 2021
Cost of operations 189 924 167 334 215 606 701 441 688 120
Transportation and processing 42 169 54 761 58 530 213 551 243 150
Environmental taxes 30 714 30 074 33 822 122 988 101 658
Insurance premium 15 872 11 443 11 800 48 786 46 466
Production cost based on produced volumes 278 679 263 613 319 758 1 086 766 1 079 394
Back-up cost shuttle tankers 7 959 6 650 15 290 19 245 33 148
Changes in over/(underlift) 1 48 774 (74 219) (22 293) (2 411) (32 013)
Premium expense for crude put options 14 9 810 8 852 16 272 39 540 60 492
Production cost based on sold volumes 345 223 204 896 329 027 1 143 139 1 141 021
Total produced volumes (boe 1000) 19 718 19 737 23 788 80 319 89 732
Production cost per boe produced (USD/boe) 14.1 13.4 13.4 13.5 12.0

The changes in over/(underlift) are due to timing of liftings vs. production.

Note 4 Other operating expenses

USD 1000 Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
R&D expenses (3 963) 9 485 10 799 31 535 32 183
Pre-production costs 7 558 5 206 6 027 24 761 20 612
Guarantee fee decommissioning obligation 3 686 6 863 5 476 22 190 22 138
Administration expenses 7 051 6 906 10 733 26 331 26 499
Other expenses 32 905 - 4 479 32 905 9 051
Total other operating expenses 47 236 28 459 37 514 137 721 110 483

Other expenses include disposal of the Brasse licences in Q4 2022. R&D expenses in Q4 2022 include an adjustment related to prior 2022 quarters.

Note 5 Exploration expenses

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USD 1000 Note Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Seismic 2 756 1 366 517 4 741 2 989
Area Fee 1 778 2 069 2 495 7 861 9 762
Dry well expenses 8 5 194 2 276 (2 260) 30 600 5 887
Other exploration expenses 11 932 6 185 10 586 28 861 38 501
Total exploration expenses 21 660 11 897 11 338 72 063 57 138

Dry well expenses in 2022 are mainly related to the wells PL901 7122/6-3 S Rødhette, PL209 6305/5-C-3 H Ormen Lange Deep, the 34/4-18 S Statfjord Kile Well and the PL124 6507/8-11 Othello North.

Note 6 Financial items

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USD 1000 Note Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Other financial income 6 240 2 929 4 954 10 011 14 043
Interests on debts and borrowings 17 (51 387) (35 378) (30 151) (129 782) (143 462)
Interest on lease debt (2 162) (1 992) (2 646) (9 312) (7 819)
Capitalised interest cost, development projects 62 041 27 865 9 498 130 974 49 034
Amortisation of fees and expenses (8 324) (2 513) (58 416) (17 801) (73 495)
Accretion expenses (asset retirement obligation) 18 (24 366) (23 519) (26 140) (94 243) (94 733)
Other financial expenses (1 465) (1 716) (2 847) (5 737) (13 056)
Net financial income / (expenses) (19 424) (34 324) (105 749) (115 889) (269 489)
Unrealised exchange rate gain / (loss) 559 643 (286 807) (339 470) (81 175) (558 940)
Realised exchange rate gain / (loss) (278 181) 28 709 333 847 (315 864) 416 570
Net exchange rate gain / (loss) 281 461 (258 099) (5 623) (397 039) (142 371)
Net financial items 262 038 (292 423) (111 372) (512 929) (411 859)

Increase of capitalised interest cost in Q4 2022 is mainly due to increased interest rate after refinancing in November 2022 with USD 2 000 million in bond financing.

Vår Energi's functional currency is NOK, whilst interest bearing loans and bonds are in USD. A down payment of USD 2 000 million on the bridge facility was completed in Q4 2022 causing a realised exchange rate loss of USD 232 million. Due to strengthening of NOK vs. USD exchange rate during 4Q 2022, significant unrealised foreign exchange gains were recognised in the period, mainly related to the loans and bonds in USD.

Note 7 Income taxes

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USD 1000 Q4 2022 Restated
Q3 2022
Restated
Q4 2021
FY 2022 Restated
FY 2021
Current period tax payable / (receivable) 849 850 1 063 507 818 767 3 851 161 1 147 119
Prior period adjustments to current tax 12 891 238 14 620 20 828 15 917
Current tax expense / (income) 862 741 1 063 745 833 387 3 871 989 1 163 036
Deferred tax expense / (income) 442 408 57 050 92 251 1 047 499 829 295
Tax expense / (income) in profit and loss 1 305 149 1 120 796 925 638 4 919 489 1 992 331
Effective tax rate in % 73% 105% 81% 84% 75%
Tax expense / (income) in put option used for hedging (1 065) 529 2 535 (341) 1 965
Tax expense / (income) in other comprehensive income 1 304 085 1 121 324 928 172 4 919 148 1 994 296
Reconciliation of tax expense Tax rate Q4 2022 Restated
Q3 2022
Restated
Q4 2021
FY 2022 Restated
FY 2021
Marginal (78%) tax rate on profit / loss before tax 78% 1 398 753 835 215 887 011 4 567 829 2 064 416
Tax effect of uplift 71.8% (63 676) (49 478) (106 926) (211 687) (377 467)
Impairment of goodwill 78% 1 494 182 528 129 679 184 022 158 388
Tax effects of items taxed at other than marginal (78%) tax rate 1 56% (59 302) 146 591 (5 888) 314 393 136 792
Tax effects of new legislation on other items 2 30 404 - - 50 885 -
Other permanent differences, prior period adjustments and change in estimates of uncertain tax positions 78% (2 523) 5 939 21 761 14 047 10 202
Tax expense / (Income) 1 305 149 1 120 796 925 638 4 919 489 1 992 331

1 The effects of items taxed at other than marginal (78%) tax rate are mainly impacted by fluctuation in currency exchange rate on the company's external borrowings and working capital.

2 Tax effects in the fourth quarter of USD 30.4 million related to an updated valuation allowance for lack of statutory tax deduction at effective rate 6.204% related to abandonment without anticipated tax shield.

Note 7 Income taxes – continued

Deferred tax asset / (liability) Q4 2022 Restated
Q3 2022
Restated
Q4 2021
FY 2022 Restated
FY 2021
Deferred tax asset / (liability) at beginning of period (6 968 812) (7 547 947) (7 899 008) (7 953 676) (7 384 359)
Current period deferred tax income / (expense) (442 408) (57 050) (92 251) (1 047 499) (829 295)
Deferred taxes recognised directly in OCI or equity 1 065 (529) (2 535) 341 (1 965)
Currency translation effects (717 815) 636 714 40 117 872 864 261 944
Net deferred tax asset / (liability) as of closing balance (8 127 971) (6 968 812) (7 953 676) (8 127 971) (7 953 676)
Calculated tax (payable) / receivable Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Tax (payable) / receivable at beginning of period (2 378 317) (2 033 759) (549 890) (801 432) 506 349
Current period payable taxes (849 850) (1 063 507) (818 767) (3 851 161) (1 147 119)
Payable taxes related to business combinations - - 969 - 969
Net tax payment / (tax refund) 1 650 439 524 208 572 400 2 686 852 (164 439)
Prior period adjustments and change in estimate of uncertain tax positions (12 891) (238) (14 620) (20 828) (15 917)
Currency translation effects (187 602) 194 979 8 476 208 347 18 726
Net tax (payable) / receivable as of closing balance (1 778 222) (2 378 317) (801 432) (1 778 222) (801 432)

Note 8 Intangible assets

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USD 1000 Goodwill Other
intangible
assets
Capitalised
exploration
wells
Total USD 1000 Note Goodwill Other
intangible
assets
Capitalised
exploration
wells
Total
Cost as at 1 January 2022 5 009 390 104 520 199 981 5 313 891 Cost as at 1 October 2022 4 069 097 84 901 166 028 4 320 026
Additions - - 30 081 30 081 Additions - - 46 969 46 969
Disposals / expensed exploration wells - - (25 406) (25 406) Disposals / expensed exploration wells 5 - - (5 194) (5 194)
Currency translation effects (940 293) (19 619) (38 627) (998 539) Currency translation effects 412 842 8 614 17 483 438 938
Cost as at 30 September 2022 4 069 097 84 901 166 028 4 320 026 Cost as at 31 December 2022 4 481 939 93 515 225 287 4 800 740
Depreciation and impairment as at 1 January 2022 (2 477 492) - - (2 477 492) Depreciation and impairment as 1 October 2022 (2 233 866) - - (2 233 866)
Provision for impairment reversal / (loss) (233 998) - - (233 998) Impairment loss 11 (1 916) - - (1 916)
Currency translation effects 477 625 - - 477 625 Currency translation effects (226 645) - - (226 645)
Depreciation and impairment as at 30 September 2022 (2 233 866) - - (2 233 866) Depreciation and impairment as at 31 December 2022 (2 462 426) - - (2 462 426)
Net book value as at 30 September 2022 1 835 231 84 901 166 028 2 086 160 Net book value as at 31 December 2022 2 019 512 93 515 225 287 2 338 314

Other intangible assets include exploration potentials acquired through business combinations and measured according to the successful efforts method.

Note 9 Tangible assets

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Wells and
production
Facilities
under con
Other
property,
plant and
USD 1000 Note facilities struction equipment Total
Cost as at 1 January 2022 14 617 577 5 113 429 39 350 19 770 356
Additions 417 630 1 334 316 11 528 1 763 474
Estimate change asset retirement cost 18 90 878 - - 90 878
Reclassification 78 428 (23 576) - 54 852
Currency translation effects (2 842 257) (1 130 685) (8 838) (3 981 780)
Cost as at 30 September 2022 12 362 256 5 293 484 42 040 17 697 779
Depreciation and impairment as at 1 January 2022 (4 567 768) - (13 671) (4 581 439)
Depreciation (1 085 320) - (5 786) (1 091 106)
Impairment reversal / (loss) (327 669) - - (327 669)
Currency translation effects 1 024 639 - 3 321 1 027 960
Depreciation and impairment as at 30 September 2022 (4 956 118) - (16 136) (4 972 254)
Net book value as at 30 September 2022 7 406 137 5 293 484 25 904 12 725 525

Capitalised interests for facilities under construction were USD 28 172 thousand in third quarter and USD 60 606 thousand in fourth quarter 2022.

Rate used for capitalisation of interests was 2.4% in third quarter 2022 and 3.8% in the fourth quarter.

Effective from 1 January 2022, Vår Energi has changed reserves classification system from U.S. Securities and Exchange Commission (SEC) to SPE-PRMS (Petroleum Resources Management System). The impact in UOP-depreciation rates are limited with increased total proved reserves of 0.7%.

Capital spares of USD 41 652 thousand were in 4Q 2022 reclassified from inventory to PP&E due to change in accounting policy.

USD 1000 Note Wells and
production
facilities
Facilities
under
construction
Other
property,
plant and
equipment
Total
Cost as at 1 October 2022 12 362 256 5 293 484 42 040 17 697 779
Additions 247 386 498 275 6 962 752 623
Estimate change asset retirement cost 18 175 503 - - 175 503
Reclassification 65 272 (5 467) - 59 805
Disposals - (32 021) - (32 021)
Currency translation effects 1 259 882 553 237 4 585 1 817 703
Cost as at 31 December 2022 14 110 298 6 307 507 53 587 20 471 393
Depreciation and impairment as at 1 October 2022 (4 956 118) - (16 136) (4 972 254)
Depreciation (323 543) (74) (3 394) (327 011)
Impairment reversal / (loss) 11 (94 339) - - (94 339)
Currency translation effects (513 814) 1 (1 738) (515 551)
Depreciation and impairment as at 31 December 2022 (5 887 814) (73) (21 268) (5 909 156)
Net book value as at 31 December 2022 8 222 484 6 307 434 32 319 14 562 237

Note 10 Right of use assets

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Rigs,
USD 1000 Offices helicopters and
supply vessels
Warehouse Total
Cost as at 1 January 2022 75 830 304 182 13 546 393 558
Additions 4 081 2 596 - 6 677
Reclassification - (54 852) - (54 852)
Currency translation effects (18 807) (49 374) 331 (67 850)
Cost as at 30 September 2022 61 104 202 552 13 877 277 533
Depreciation and impairment as at 1 January 2022 (15 707) (72 924) (6 496) (95 126)
Depreciation (2 857) (20 325) (1 246) (24 428)
Currency translation effects 3 502 18 491 1 211 23 203
Depreciation and impairment as at 30 September 2022 (15 061) (74 758) (6 531) (96 351)
Net book value as at 30 September 2022 46 043 127 794 7 346 181 183
Rigs,
helicopters and
USD 1000 Offices supply vessels Warehouse Total
Cost as at 1 October 2022 61 104 202 552 13 877 277 533
Additions - - - -
Reclassification - (18 153) - (18 153)
Currency translation effects 5 628 20 901 1 278 27 808
Cost as at 31 December 2022 66 733 205 300 15 156 287 188
Depreciation and impairment as at 1 October 2022 (15 061) (74 758) (6 531) (96 351)
Depreciation (1 234) (3 424) (764) (5 422)
Currency translation effects (1 387) (8 003) (602) (9 993)
Depreciation and impairment as at 31 December 2022 (17 683) (86 185) (7 896) (111 765)
Net book value as at 31 December 2022 49 049 119 115 7 259 175 423

Note 11 Impairment

Impairment testing

Impairment tests of individual cash-generating units (CGUs) are performed quarterly when impairment triggers are identified, and full impairment testing is performed annually. Impairment testing of fixed assets and related intangible assets, including technical and ordinary goodwill were performed as of December 31 2022.

Impairment is recognised when the book value of an asset or a cash-generating unit exceeds the recoverable amount. The recoverable amount is the higher of the asset's fair value less cost of disposal and its value in use. The fair value less cost of disposal estimates are level 3 fair value estimates in the fair value hierarchy. Impairments are correspondingly reversed if the conditions for the impairment are no longer present. Upper limit of reversal is the historical impairments less estimated depreciation as if the impairment had not taken place. Impairments of goodwill are not reversed.

The impairment testing is performed based on discounted cash flows. The expected future cash flow is discounted to the net present value by applying a discount rate after tax that reflects the current market valuation of the time value of money, and the specific risk related to the asset. The discount rate is derived from the weighted average cost of capital (WACC) for a market participant. Cash flows are projected for the estimated lifetime of the fields.

Key assumptions applied for impairment testing purposes as of 31 December 2022 are based on Vår Energi's macroeconomic assumptions. Below is an overview of the key assumptions applied:

Prices

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Future price level is a key assumption and has significant impact on the net present value. The oil and gas prices are based on the forward curve for the next three-year period and from the fourth year the oil and gas prices are based on the company's long-term price assumptions. Vår Energi's long term oil price assumption is 70 USD/BBL (real 2022) and long-term gas price is 56.2 USD/BOE (real 2022).

The nominal oil prices (USD/BBL) applied in the impairment tests are as follows:

Year 31 Dec 2021 30 Sep 2022 31 Dec 2022
2022 68.9 77.4 80.1
2023 68.1 73.6 75.5
2024 69.4 75.2 77.3

The nominal gas prices (USD/BOE) applied in the impairment tests are as follows:

Year 31 Dec 2021 30 Sep 2022 31 Dec 2022
2022 61.6 278.0 132.4
2023 40.6 139.2 106.0
2024 38.1 73.8 91.9

Note 11 Impairment – continued

Oil and gas reserves

Future cash flows are calculated based on expected production profiles and estimated proven, probable and risked possible reserves.

Production (mboe) per period as applied in the impairment tests:

Year / MBOE 31 Dec 2021 30 Sep 2022 31 Dec 2022
2023 – 2026 451 430 435
2027 – 2031 325 333 353
2032 – 2036 156 157 163
2037 – 2041 83 83 83
2042 – 2054 59 62 62

Future expenditure

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Future capex, opex and abandonment cost are calculated based on the expected production profiles and the best estimate of the related cost.

Discount rate

The post tax nominal discount rate used is 8.0 percent, unchanged vs. Q3 2022.

Currency rates

The currency rates used are 9.50 NOK/USD for 2023 and 9.00 NOK/USD from 2024 onwards. Euro currency rate of 9.90 NOK/EUR used for both short and long term. Unchanged vs. Q3 2022.

Inflation

Inflation for 2023 is assumed to be 4%. The long-term inflation rate beyond 2023 is assumed to be 2.0%. Unchanged vs. Q3 2022.

Impairment testing of goodwill

The technical goodwill recognised in previous business combinations is allocated to each CGU for the purpose of impairment testing. Hence, technical goodwill is included in the impairment testing of the CGU, and the technical goodwill is written down before the asset. The carrying value of the CGU is the sum of tangible assets, intangible assets and technical goodwill as of the assessment date. In the impairment test performed, carrying value is adjusted by the remaining part of deferred tax from which the technical goodwill arose, to avoid an immediate impairment of all technical goodwill. When deferred tax liabilities from the acquisitions decreases as a result of depreciation, more goodwill is as such exposed for impairment. This may lead to future impairment charges even though other assumptions remain stable.

The ordinary goodwill is tested for impairment on an operating segment level. If the net recoverable amount calculated as total of NPV less Net book value (NBV) for the offshore asset portfolio exceeds the carrying value of ordinary goodwill, no impairment is recorded.

Note 11 Impairment – continued

Impairment charge/reversal

The impairment testing per 31 December 2022 identified impairment to three CGUs; Balder Area (USD 68 million), Brage (USD 27 million) and Morvin (USD 2 million). The Balder impairment is mainly related to high cash flows in Q4 from production relative to limited depreciation of the carrying value. There are no material changes to the reserves, production profile or project economics for Balder.

No impairment triggers for ordinary goodwill.

Impairment allocated
Cash generating unit (USD 1000) Net
carrying value
Recoverable
amount
Impairment /
reversal (-)
Goodwill PP&E Deferred
tax impact
Balder Area 1 066 936 1 052 038 67 717 67 717 (52 819)
Brage 6 465 608 26 622 26 622 (20 766)
Morvin 13 209 11 293 1 916 1 916
Total 96 255 1 916 94 339 (73 585)

Sensitivity analysis

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The table below shows how the impairment or reversal of impairment of assets and technical goodwill would be affected by changes in the various assumptions, given that the remaining assumptions are constant.

Change in impairment after
Assumption USD 1000 Change Increase in
assumption
Decrease in
assumption
Oil and gas prices +/-25% (420 000) 3 407 000
Production profile +/- 5% (64 000) 919 000
Discount rate +/- 1% point 224 000 (190 000)

The sensitivities are created for illustration purposes, based on a simplified method and assumes no changes in other input factors. Significant reductions are likely to result in changes in business plans, cut-offs as well as other factors used when estimating an asset's recoverable amount. Changes in such input factors would likely significantly reduce the actual impairment amount compared to the illustrative sensitivity above. The impact of the sensitivities is mainly related to the Balder Area.

Climate related risks

The climate related risk assessment is generally described in the company's sustainability reporting. Financial reporting and impairment testing includes a step up of CO2 tax/fees from current levels to approximately NOK 2 000 per ton in 2030.

Note 12 Trade receivables

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USD 1000 Note 31 Dec 2022 30 Sep 2022 31 Dec 2021
Trade receivables – related parties 22 478 714 221 086 424 834
Trade receivables – external parties 382 405 456 718 412 627
Sale of trade receivables (64 802) - (91 540)
Total trade receivables 796 317 677 804 745 921

Vår Energi has Credit Discount Agreements with several banks. Under the arrangements the ownership, including credit risk, of invoices for oil cargos sold are transferred to the respective banks, and the receivables to which the payments relate are derecognised from Vår Energi's balance sheet. Payments to the banks are made when Vår Energi receives payments from the customers.

Trade receivables are presented net of payments received from the banks for the sold invoices, as Vår Energi has retained the right to receive payments from the customers and obligation to pay these cash flows to the banks without material delay, but only to the extent Vår Energi collects the payments from the customers.

Note 13 Other current receivables and financial assets

USD 1000 Note 31 Dec 2022 Restated
30 Sep 2022
Restated
31 Dec 2021
Net underlift of hydrocarbons 1 101 889 121 555 110 217
Prepaid expenses 30 672 37 944 8 305
Brent crude put options – financial assets 14 14 805 20 001 17 407
Other 65 920 41 342 65 880
Total other current receivables and financial assets 213 286 220 842 201 809

Note 14 Financial instruments

Derivative financial instruments

Vår Energi uses derivative financial instruments, such as Brent crude put options to hedge its commodity price risks.

As of 31 December 2021 and 31 December 2022, Vår Energi had the following volumes of Brent crude oil put options in place and with the following strike prices:

Hedging instruments Volume (no of put options outstanding at
balance sheet date) in thousands (BBL)
Excercise price
(USD per BBL)
Brent crude oil put options 31 Dec 2021, exercisable in 2022 14 349 47
Brent crude oil put options 31 Dec 2022, exercisable in 2023 14 038 50

Brent crude put options – financial assets

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USD 1000 Note Q4 2022 2021 Q4 2021
The beginning of the period 20 001 26 354 11 985
Cost of hedge 3 (9 810) (60 492) (16 272)
Effective portion recognised in OCI (6 717) 9 976 11 601
New Brent crude put options 11 451 39 339 9 969
FX-effect (120) 2 230 124
The end of the period 14 805 17 407 17 407

As of 31 December 2022, the fair value of outstanding Brent Crude oil put options amounted to USD 14.805 thousand. Unrealised gains and losses are recognised in OCI. Note that the cost price (time value agreed at the inception of the contracts) for the options is paid at the time of realisation (time of exercise or expiration) and that this deferred payment is presented as current liabilities in the balance sheet, see below table.

Brent crude put options – deferred premiums

USD 1000 Note Q4 2022 2021 Q4 2021
The beginning of the period (34 623) (58 263) (45 532)
Cost of hedge 3 9 810 60 492 16 272
New Brent crude put options (11 451) (39 339) (9 969)
FX-effect 120 (2 229) (110)
The end of the period (36 143) (39 339) (39 339)

The full intrinsic value ("in the money value") of the options at the time of expiry, if any, is presented in petroleum revenues. The premiums paid for the put options are accounted for as cost of hedging and recycled from OCI to the income statement in the period in which the hedged revenues are realised, and presented as production costs.

Reconciliation of liabilities arising from financing activities

The table below shows a reconciliation between the opening and the closing balances in the statement of financial position for liabilities arising from financing activities.

Non-cash changes
USD 1000 31 Dec 2021 Cash flows Amortisation/
Accretion
Currency Other 31 Dec 2022
Bond USD Senior Notes - 2 500 000 - - - 2 500 000
Long-term interest-bearing debt (RCF) 4 520 500 (4 020 500) - - (500 000) -
Short-term interest-bearing debt (RCF) - - - - 500 000 500 000
Deferred payment ExxonMobil 1 333 149 (352 335) 18 091 1 095 - 0
Prepaid loan expenses (27 074) (39 809) 17 801 1 320 351 (47 411)
Totals 4 826 575 (1 912 644) 35 892 2 415 351 2 952 589

1 USD 352.335 thousand was paid to ExxonMobi 30 December 2022 (USD 300.000 thousand plus interest).

Note 15 Cash and cash equivalents

USD 1000 31 Dec 2022 30 Sep 2022 31 Dec 2021
Bank deposits, unrestricted 434 693 1 494 595 214 133
Bank deposit, restricted, employee taxes 9 914 4 411 9 454
Total bank deposits 444 607 1 499 006 223 588

Note 16 Share capital and shareholders

Vår Energi ASA was listed on the Oslo Stock Exchange 16 February 2022, and as a consequence of this, company bylaws, voting rights and composition of the board was changed.

In 2021, the share capital was 399 425 shares at par value NOK 1 000. Every share had equal voting rights, 1 share corresponded to 1 vote.

As of 31 December 2022, the total share capital of the company is USD 45 972 thousand or NOK 399 425 thousand. The share capital is divided into 2 496 406 246 ordinary shares and 4 Class B shares. Each share has a nominal value of NOK 0.16. The ordinary shares represent NOK 399 424 999.36 of the total share capital, while the Class B shares represent NOK 0.64 of the total share capital.

All shares rank pari passu and have equal rights in all respect, including with respect to voting rights and dividends and other distributions, except from the class B shares. 4 members to the board, will be elected by the general meeting with a simple majority among the votes cast for Class B shares. Such number to be reduced if the holder of the Class B shares holds less shares of the company.

Earnings per share are calculated by dividing the net result attributable to shareholders of by the number of shares after the listing on Oslo Stock Exchange. The calculation for all periods presented have been adjusted retrospectively to the new number of shares.

Vår Energi ASA's share saving program gives employees the opportunity to buy shares in Vår Energi ASA through monthly salary deductions. If the shares are retained for two full calendar years with continuous employment after the end of the saving year, the employees will be awarded a bonus share for each share they have purchased. This will be settled by Vår Energi ASA buying shares in the market. The award is treated as equity settled, hence it will not affect earnings per share.

Note 17 Financial liabilities and borrowings

Interest-bearing loans and borrowings

USD 1000 Coupon/ Int. Rate Maturity 31 Dec 2022 30 Sep 2022 31 Dec 2021
Bond USD Senior Notes (22/27) 5.00% 500 000 500 000 -
Bond USD Senior Notes (22/28) 7.50% 1 000 000 -
Bond USD Senior Notes (22/32) 8.00% 1 000 000 -
RCF Bridge facility 1.00%+SOFR +CAS Nov 2023 500 000 2 500 000 3 000 000
RCF Working capital facility 1.08%+SOFR +CAS Nov 2024 - - 1 420 500
RCF Liquidity facility 1.13%+SOFR +CAS Nov 2026 - - -
RCF Credit facility 1.13%+SOFR +CAS Mar 2023 - - 100 000
Deferred payment ExxonMobil - 348 276 333 149
Prepaid loan expenses (47 411) (22 927) (27 074)
Total interest-bearing loans and borrowings 2 952 589 3 325 349 4 826 575
Of which current and non-current
Interest-bearing loans, current 500 000 348 276 333 149
Interest-bearing loans and borrowings 2 452 589 2 977 073 4 493 426

Credit facilities – utilised and unused amount

USD 1000 31 Dec 2022 30 Sep 2022 31 Dec 2021
Drawn amount RCF credit facility 500 000 2 500 000 4 520 500
Undrawn amount credit facilities 1 3 600 000 3 600 000 2 079 500

1 Where current share is USD 600 million as of 31 December 2022

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In 2022, Vår Energi ASA made three issuances of senior notes in the US debt capital markets. The inaugural issue of USD 500 million of 5% Senior Notes due in May 2027 was made on 18 May 2022. On 15 November 2022 Vår Energi ASA issued USD 1000 million of 7.5% Senior Notes due in January 2028 and USD 1000 million of 8.0% Senior Notes due in November 2032. The senior notes are registered on the Luxembourg Stock Exchange ("LuxSE") and coupon payments are made semi-annually. The proceeds have been used for partial repayment of the bridge facility. The senior notes have no financial covenants.

As of 31 December 2022, Vår Energi's senior unsecured facilities agreement entered into with a group of 12 international banks contains of 3 separate facilities amounting to USD 3.5 billion; (1) bridge to bond facility of USD 500 million which including extension options at the borrower's discretion has a final maturity 1 November 2023, (2) working capital revolving credit facility of USD 1.5 billion maturing 1 November 2024 and (3) liquidity facility of USD 1.5 billion maturing 1 Nov 2026. The facilities have no amortisation structure and all amounts outstanding fall due at maturity. The facilities have covenants covering leverage (net interest-bearing debt to 12 months rolling EBITDAX not to exceed 3.5) and interest coverage (EBITDA to 12 months rolling interest expenses shall exceed 5) which will be tested at the end of each calendar quarter. The interest rate payable for each of the facilities is determined by timing and the company's credit rating taking the aggregate of the Secured Overnight Financing Rate (SOFR) and the Credit Adjustment Spread (CAS) and adding the applicable margin for the present period as shown in the table above.

Deferred payment to ExxonMobil is part of the consideration for the 2019 acquisition of ExxonMobil's ownership interests in Partner-Operated fields and licenses on the Norwegian Continental Shelf and was fully repaid in 2022 in accordance with the sales and purchase agreement.

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Note 18 Asset retirement obligations

USD 1000 Q4 2022 Q1 – Q3 2022 2021
Beginning of period 2 751 468 3 297 176 4 286 451
Change in estimate 175 503 90 878 (922 730)
Accretion discount 24 366 69 877 94 733
Payment for decommissioning of oil and gas fields (14 814) (55 504) (70 418)
Currency translation effects 279 615 (650 959) (90 860)
Total asset retirement obligations 3 216 138 2 751 468 3 297 176
Short-term 60 012 13 390 61 536
Long-term 3 156 126 2 738 078 3 235 640
Breakdown by decommissioning period 31 Dec 2022 30 Sep 2022 31 Dec 2021
2022-2030 339 511 214 090 269 534

Change in estimate include updated discount rates and revised cost estimates.

The estimate is based on executing a concept for abandonment in accordance with the Petroleum Activities Act and international regulations and guidelines. The calculations assume inflation rates of 4.0% in 2023 and 2.0% from 2024 onwards and discount rates between 3.1% – 3.2% per 31 December 2022. For year end 2021 the inflation rates were 1.8% – 2.3% and the discount rates between 1.15% – 3.0%. The discount rates are based on risk-free interest without addition of credit margin.

2031-2040 1 721 737 1 647 302 1 989 456 2041-2057 1 154 890 890 076 1 038 186

Forth quarter 2022 payment for decommissioning of oil and gas fields (abex) is mainly related to Åsgard.

Vår Energi has a retirement obligation as a shipper in Gassled booked to other non-current liabilities in the balance sheet statement. Vår Energi has accrued USD 70 336 thousand for this purpose per 31 December 2022.

Note 19 Other current liabilities

USD 1000 Note 31 Dec 2022 Restated
30 Sep 2022
Restated
31 Dec 2021
Net overlift of hydrocarbons 1 37 961 22 485 41 177
Net payables to joint operations 378 167 303 291 408 426
Employees, accrued public charges and other payables 50 748 26 095 5 314
Deferred payment for option premiums - oil puts 14 36 143 34 623 39 339
Total other current liabilities 503 019 386 493 494 256

The liability for oil put options relates to cost of oil put options that under the purchase agreement is due for payment at the time of settlement of the option (exercise/expiry) and is not a measure of fair value.

Note 20 Commitments, provisions and contingent consideration

During the normal course of its business, the company will be involved in disputes, including tax disputes. The company has made accruals for probable liabilities related to litigation and claims based on management's best judgment and in line with IAS37 and IAS12.

The company has significant contractual commitments for capital and operating expenditures from its participation in operated and partner operated exploration, development and production projects. The current main development projects are Johan Castberg, Balder Future, Breidablikk and Fenja.

Note 21 Lease agreements

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Vår Energi has entered into lease agreements for drilling rigs, helicopter, storage vessel and other vessels to secure planned activities.

The company has lease agreements for offices in Sandnes, Oslo and Hammerfest. The most significant office contract is the lease of the main office building in Vestre Svanholmen 1, Sandnes.

Vår Energi also has leases for supply vessels and warehouses supporting operation at Balder and Goliat, where the most significant are for the supply vessels operating at Goliat.

There are no new lease agreements in 4Q 2022.

USD 1000 Q4 2022 Q1 – Q3 2022 2021
Opening Balance lease debt 229 391 325 088 164 482
New lease debt in period - 6 275 208 819
Payments of lease debt (26 647) (90 458) (48 401)
Interest expense on lease debt 1 974 7 298 7 819
Currency exchange differences 7 928 (18 812) (7 631)
Total lease debt 212 646 229 391 325 088
Breakdown of the lease debt to short-term and long-term liabilities 31 Dec 2022 30 Sep 2022 2021
Short-term 99 312 98 974 108 880
Long-term 113 334 130 417 216 208
Total lease debt 212 646 229 391 325 088
Lease debt split by activities 31 Dec 2022 30 Sep 2022 2021
Offices 55 941 51 689 66 525
Rigs, helicopters and supply vessels 149 140 170 133 250 811
Warehouse 7 566 7 569 7 752
Total 212 646 229 391 325 088

Note 22 Related party transactions

Vår Energi has a number of transactions with other wholly owned or controlled companies by the shareholders. The related party transactions reported is with entities owned or controlled by the majority ultimate shareholder of Vår Energi, Eni SpA. Revenues are mainly related to sale of oil, gas and NGL while the expenditures are mainly related to technical services, seconded personnel, insurance guarantees and rental cost.

Sales revenue

Current assets
USD 1000 31 Dec 2022 30 Sep 2022 31 Dec 2021
Trade receivables
Eni Trade & Biofuels SpA 251 129 33 781 160 533
Eni SpA 129 270 137 657 123 884
Eni Global Energy Markets 97 768 47 576 138 342
Other 546 2 072 2 075
Total trade receivables 478 714 221 086 424 834
USD 1000 Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Eni Trade & Biofuels SpA 705 181 647 634 612 258 2 706 863 1 910 883
Eni SpA 345 095 459 540 342 355 1 472 251 703 428
Eni Global Energy Markets 200 912 134 159 322 994 629 765 473 372
Total sales revenue 1 251 188 1 241 334 1 277 608 4 808 879 3 087 683

All receivables are due within 1 year.

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Current liabilities

USD 1000 31 Dec 2022 30 Sep 2022 31 Dec 2021
Account Payables
Eni International BV 21 740 16 304 21 336
Eni Global Energy Markets 22 063 12 704 24 547
Eni SpA 11 751 10 407 19 387
Other 1 340 644 915
Total account payables 56 894 40 058 66 185

Operating and capital expenditures

USD 1000 Q4 2022 Q3 2022 Q4 2021 FY 2022 FY 2021
Eni Trade & Biofuels SpA 5 001 12 353 5 479 48 841 29 020
Eni International BV 3 658 6 877 5 387 22 138 21 904
Eni SpA 3 186 6 527 13 594 21 462 46 294
Eni Global Energy Markets 10 144 (3 343) 14 746 (5 155) 21 590
Eni International Resources Ltd. 382 145 1 174 2 026 2 019
Other (2 215) 2 244 17 540 455 1 616
Total operating and capital expenditures 20 156 24 803 57 920 89 768 122 443

Asset transactions/Other changes

Note 23 License ownerships

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Vår Energi has the following new licenses since year end 2021.

Fields WI % Operator
PL091F 41% Vår Energi
PL209 BS 10% Equinor
PL586B 45% Neptune
PL1025SB 30% Vår Energi
PL1043B 40% Vår Energi
PL1139 20% Lundin
PL1154 40% Vår Energi
PL1163 20% ConocoPhillips
PL1168 50% Vår Energi
PL1169 30% Equinor
PL820S/BS 30% Vår Energi
PL229H 50% Vår Energi
Fields WI % Operator Changes
Additions
PL393 30% Vår Energi Working interest and operator
PL917 20% Vår Energi Working interest and operator
PL917B 20% Vår Energi Working interest and operator
PL820S/BS 30% Vår Energi Working interest and operator
PL095 0.18% Equinor Working interest
Disposals
PL027HS 10% Vår Energi Working interest
PL956 20% Vår Energi Working interest
PL985 10% Vår Energi Working interest
PL822S 40% Aker BP Working interest
PL124 4.82% Equinor Working interest
PL740 50% DNO Relinquished
PL946 40% Equinor Relinquished
PL1035 30% Suncor Relinquished
PL1070 30% Total Relinquished
PL1065 40% Vår Energi Relinquished
Other changes
PL947/PL947B Vår Energi Operator

The asset transactions are in licenses in the exploration phase.

Note 24 Subsequent events

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In January 2023, Vår Energi was awarded 12 licenses in the APA 2022 licensing round, of which five as operator. Vår Energi is offered licenses in both the North Sea, the Norwegian Sea and the Barents Sea – most of them in areas close to existing infrastructure.

Vår Energi has decided to withdraw from the Barents Blue project as the cooperation agreement expired on 31 January 2023. This decision will not impact Vår Energi's position in the Barents Sea, and the work to find a comprehensive gas export solution continues.

Vår Energi has elected to sell part of its gas on a fixed price/forward basis. For the first quarter of 2023, Vår Energi has sold ~33% of the estimated gas production on a fixed price basis at an average price of ~285 USD/boe. Vår Energi has also chosen to forward sell ~20% of its estimated gas production in the second and third quarter of 2023 at an average sales price of ~190 USD/boe. The current market situation is very much impacted by the war in Ukraine and the resulting reduced flow of gas from Russia into the European market.

Vår Energi operates only on the Norwegian Continental Shelf and market its petroleum products to customers in Norway, EU and UK. While not directly exposed to Russia's invasion of Ukraine, there is significant uncertainty regarding the potential impact on safe and reliable energy supply, as well as to the market prices of oil, gas and other commodities which may impact future operations and results.

Industry terms

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Term Definition/description
Boepd Barrels of oil equivalent per day
Bscf Billions of standard cubic feet
CFFO Cash flow from operations
E&P Exploration and Production
FID Final investment decision
FPSO Floating, production, storage and offloading vessel
HAP High activity period
HSEQ Health, Safety, Environment and Quality
HSSE Health, Safety, Security and Environment
IG Investment grade
Kboepd Thousands of barrels of oil equivalent per day
Mmbls Standard millions of barrels
Mmboe Millions of barrels of oil equivalents
Mmscf Millions of standard cubic feet
MoF Ministry of Finance
MPE Ministry of Petroleum and Energy
NCS Norwegian Continental Shelf
NGL Natural gas liquids
NPD Norwegian Petroleum Directorate
OSE Oslo Stock Exchange
PDO Plan for Development and Operation
PIO Plan for Installation and Operations
PRM Permanent reservoir monitoring
Term Definition/description
PRMS Petroleum Resources Management System
Scf Standard cubic feet
Sm3 Standard cubic meters
SPT Special petroleum tax
SPS Subsea production system
SURF Subsea umbilicals, riser and flowlines
1P reserves The quantities of petroleum which can be estimated with reasonable certainty to be
commercially recoverable, also referred to as "proved reserves".
2C resources The quantities of petroleum estimated to be potentially recoverable from
known accumulations, also referred to as "contingent resources".
2P reserves Proved plus probable reserves consisting of 1P reserves plus those
additional reserves, which are less likely to be recovered than 1P reserves.

Disclaimer

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The Materials speak only as of their date, and the views expressed are subject to change based on a number of factors, including, without limitation, macroeconomic and equity market conditions, investor attitude and demand, the business prospects of the company and other specific issues. The Materials and the conclusions contained herein are necessarily based on economic, market and other conditions, as in effect on, and the information available to the Company as of, their date. The Materials do not purport to contain all information required to evaluate the Company, the company and/or their respective financial position. The Materials should be reviewed together with the Company's Annual Report 2021. The Materials contain certain financial information, including financial figures for and as of 31 December, 2022 that is preliminary and unaudited, and that has been rounded according to established commercial standards. Further, certain financial data included in the Materials consists of financial measures which may not be defined under IFRS or Norwegian GAAP. These financial measures may not be comparable to similarly titled measures presented by other companies, nor should they be construed as an alternative to other financial measures determined in accordance with IFRS or Norwegian GAAP.

The Company strongly suggests that each Recipient seeks its own independent advice in relation to any financial, legal, tax, accounting or other specialist advice; no such advice is given by the Materials. Nothing herein shall be taken as constituting the giving of investment advice and the Materials are not intended to provide, and must not be taken as, the exclusive basis of any investment decision or other valuation and should not be considered as a recommendation by the Company (or any of its affiliates) that any Recipient enters into any transaction. The Materials comprise a general summary of certain matters in connection with the company. The Materials do not purport to contain all the information that any Recipient may require to make a decision with regards to any transaction. Any decision as to whether to enter

into any transaction should be taken solely by the relevant Recipient. Before entering into such transaction, each Recipient should take steps to ensure that it fully understands such transaction and has made an independent assessment of the appropriateness of such transaction in the light of its own objectives and circumstances, including the possible risks and benefits of entering into such transaction.

The Materials may constitute or include forward-looking statements. Forwardlooking statements are statements that are not historical facts and may be identified by words such as "plans", "targets", "aims", "believes", "expects", "projects", "anticipates", "intends", "estimates", "will", "may", "continues", "should" and similar expressions. Any statement, estimate or projections included in the Materials (or upon which any of the conclusion contained herein are based) with respect to anticipated future performance (including, without limitation, any statement, estimate or projection with respect to the condition (financial or otherwise), prospects, business strategy, plans or objectives of the company and/or any of its affiliates) reflect, at the time made, the Company's beliefs, intentions and current targets /aims and may prove not to be correct. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. The Company does not intend or assume any obligation to update these forwardlooking statements since they are based solely on the circumstances at the date of publication.

To the extent available, the industry, market and competitive position data contained in the Materials come from official or third-party sources. Thirdparty industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company believes that each of these publications, studies and surveys has been prepared by a reputable source, none of the Company, its affiliates or any of its or their respective representatives has independently verified the data contained therein. In addition, certain of the industry, market and competitive position data contained in the Materials come from the Company's own internal research and estimates based on the knowledge and experience of the Company in the markets in which it has knowledge and experience. While the Company believes that such research and estimates are reasonable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change and correction without notice. Accordingly, reliance should not be placed on any of the industry, market or competitive position data contained in the Materials.

The Materials are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation of such jurisdiction or which would require any registration or licensing within such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction. The Company's securities have not been registered and the Company does not intend to register any securities referred to herein under the U.S. Securities Act of 1933 (as amended) or the laws of any state of the United States. This document is also not for publication, release or distribution in any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction nor should it be taken or transmitted into such jurisdiction and persons into whose possession this document comes should inform themselves about and observe any such restrictions.

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