Annual Report • Dec 12, 2025
Annual Report
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THIS DOCUMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, ITS TERRITORIES, DEPENDENCIES OR POSSESSIONS, INCLUDING ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA, OR AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR TO ANY RESIDENT THEREOF, OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL. THIS DOCUMENT IS NOT AN OFFER OR AN INVITATION TO BUY OR SELL SECURITIES IN ANY JURISDICTION.
This presentation (the "Company Presentation") has been prepared by Golden Energy Offshore Services ASA (the "Company"). In this Company Presentation, references to the "Company", the "Group", "we", "our", "us", or similar terms refer to the Company and its consolidated subsidiaries, except where context otherwise requires.
This Company Presentation has been prepared for information purposes only, and does not constitute or form part of, and should not be construed as, any offer, invitation or recommendation to purchase, sell or subscribe for any securities in any jurisdiction and neither the Company Presentation nor anything contained herein shall form the basis of, or be relied upon in connection with, or act as an inducement to enter into, any investment activity. This Company Presentation does not purport to contain all of the information that may be required to evaluate any investment in the Company or any of its securities and should not be relied upon to form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. This Company Presentation is intended to present background information on the Company, its business and the industry in which it operates and is not intended to provide complete disclosure upon which an investment decision could be made.
This Company Presentation is furnished by the Company, and it is expressly noted that no representation or warranty, express or implied, as to the accuracy or completeness of any information included herein is given by the Company. This Company Presentation and the information contained herein have not been independently verified, and the contents of this Company Presentation are not to be construed as financial, legal, business, investment, tax or other professional advice. Each recipient should consult with its own professional advisors for any such matter and advice. Generally, any investment in the Company should be considered as a high-risk investment.
Information provided on the market environment, developments, trends and on the competitive situation is based on data and reports prepared by third parties and/or the Company based on its own information and information derived from such thirdparty sources. Third party 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.
This Company Presentation is current as of the date hereof. Neither the delivery of this Company Presentation nor any further discussions of the Company with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. This Company Presentation contains several forward-looking statements relating to the business, future financial performance and results of the Company and/or the industry in which it operates. In particular, this Company Presentation contains forward-looking statements such as with respect to the Company's potential future revenues and cash flows, the Company's equity and debt financing requirements and its ability to obtain financing in a timely manner and at favourable terms. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", "expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements contained in this Company Presentation, including assumptions, opinions and views of the Company or cited from third party sources, are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. All forward–looking statements attributable to the Company or persons acting on its behalf apply only as of the date of this Company Presentation and are expressly qualified in their entirety by the cautionary statements included elsewhere in this Company Presentation.
The distribution of this Company Presentation by the Company in certain jurisdictions is restricted by law. Accordingly, this Company Presentation may not be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. This Company Presentation does not constitute an offer of, or an invitation to purchase, any securities.
IN RELATION TO THE UNITED STATES AND U.S. PERSONS, THIS COMPANY PRESENTATION IS BEING FURNISHED ONLY TO INVESTORS THAT ARE "QUALIFIED INSTITUTIONAL BUYERS" ("QIBs"), AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"). THIS PRESENTATION DOES NOT CONTAIN OR CONSTITUTE AN OFFER OF, OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SHARES OF THE COMPANY TO ANY PERSON IN THE UNITED STATES. THE SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER U.S. SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.
This Company Presentation is subject to Norwegian law, and any dispute arising in respect of this Company Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo District Court as first venue.
The Group is exposed to numerous risk factors, and an investment in the securities of the Company involves inherent and significant risks, which, if they were to materialise, individually or together with other circumstances, may materially and adversely affect the Group's business, results of operations, financial condition, and/or prospects. This may in turn result in a decline in the value of the Company's securities and a loss of part or all of any investment. An investment in the Company's securities is suitable only for investors who understand the risks associated with this type of high-risk investment and who can afford a loss of all or part of their investment. The summary of risks and uncertainties described below are the principal known risks and uncertainties faced by the Group as of the date hereof and represent those risk factors that the Company believes are the material risks relevant to an investment in the Company's securities. The risks and uncertainties described below are not the only risks the Company may face. Additional risks and uncertainties that the Company currently believes are immaterial, or that are currently not known to the Company, may also have a material adverse effect on its business, results of operations, financial condition, and/or prospects.
The high-level summary must be viewed in the context of the more detailed descriptions on slides 31 - 40.
Any investor must conduct its own investigations and analysis of the Company and should consult his or her own expert advisors as to the suitability of any investment. Against this background, an investor should thus make a careful assessment of the Group, its creditworthiness and its prospects before deciding to invest in the Company's shares. Reference is in this respect also made to financial and other reports and information published by the Company, including on its ticker "GEOS" on www.newsweb.no.

| USDm | |
|---|---|
| Repayment of short-term liquidity loan(2) | 7.5 |
| Repayment of short-term loan from KJA Partners(3,4) | 1.9 |
| Repayment of short-term loan from Pelagic Yield Fund (an affiliate of Pelagic Partners)(3,5) | 2.1 |
| Repayment of short-term loan from Azure Holding Limited (an affiliate of Pelagic Partners)(3,5) | 1.6 |
| Repayment of short-term loans from Per Ivar Fagervoll(6) | 1.2 |
| Payment of bonuses, holiday pay and employment tax(7) |
2.0 |
| Overdue payables |
8.0 |
| Strategic review fees(8) |
2.0 |
| Net payables(9) | 2.3 |
| Total | 28.6 |
| Cash and cash equivalents per 01. December 2025 | 3.8 |
Notes: (1) GEOS fleet average age including managed vessels (Savanah and Sphynx). (2) GEOS drew on a loan from KJA (affiliate of Clear Ocean Partners, acting as a pass-through entity) to bridge an immediate funding shortfall, end of November 2025. This loan of USD 5 million is repayable at 1.5x upon the earlier of i) completion of a capital raise and ii) 31 March 2026. None of KJA, Clear Ocean Partner or any of their affiliates has or will at any time become entitled to the repayment amount under the loan agreement. (3) Including accrued interest. (4) GEOS drew on a short-term loan from KJA (affiliate of Clear Ocean Partners) in mid November of USD 1.9m. (5) GEOS has drawn two short term funding loans provided by affiliates of Pelagic Partners, both drawn in June 2025, for a total of USD 3.5m, as disclosed in the Q3 2025 report. (6) Estimated outstanding short-term loan provided by Group CEO, Per Ivar Fagervoll, excl. accrued interest. (7) Including salary, bonuses and related employment tax for key management equating to c. USD 2.0m, out of which c. USD 1.1m is in respect of year 2023 and 2024, not previously booked in the respective annual reports. Please refer to breakdown on page 50. (8) Estimated legal and financial advisory costs. (9) Accounts payables: USD ~2.8 million due in December 2025, USD ~0.4 million due in January 2026, and USD ~0.3 million due in April 2026. Accounts receivables: USD ~0.6m overdue, USD ~0.6 due in December 2025 and USD ~0.2m due in January 2026. All as of 1 December 2025. A total of approx. USD 100,000 is expected to be applied towards a proposed additional compensation for the two independent board members of the Company for their extraordinary work during the latter part of 2025, subject to approval by the Company's extraordinary general meeting expected to be held on 29 December 2025. Source: Company information

The expensive and steeply amortizing SLB(1) facility has been refinanced

One-off costs related to refinancing and advisors

Weaker market fundamentals




FINANCIAL HIGHLIGHTS
MARKET PROSPECTS
RISK FACTORS
APPENDIX
Originally named Ugelstad Shipping and entered the offshore market in 1974
GEOS is a pure-play PSV owner with a long history of high utilization for tier-1 clients
Following the recent refinancing, CBE dropped by ~USD 3,500 per day per vessel
GEOS provides full technical and commercial management
Dedicated in-house technical and commercial management
Later admitted to trading on OTCQB in the US in 2022
Completed in June and July on attractive terms
Within the last 14 months; the remaining two are scheduled for 2026
Fleet value of USD 187m(4) and NAV of USD ~74m(5)
Engaged in several sale and purchase transactions over the past 12–18 months

PSV Built: 2019 Deck: 850m2

PSV Built: 2016 Deck: 850m2

PSV Built: 2005 Deck: 1,041m2

PSV Built: 2019 Deck: 850m2

PSV Built: 2015 Deck: 850m2

OCV/IMR Built: 2021 Deck: 1100m2

PSV Built: 2016 Deck: 850m2

PSV Built: 2015 Deck: 850m2

OCV/IMR Built: 2021 Deck:
1100m2
Vessels under tech- & commercial management - not owned(6)







| Name | Energy Empress | Energy Duchess | Energy Passion | Energy Partner | Energy Pace | Energy Paradise | Energy Swan |
|---|---|---|---|---|---|---|---|
| Vessel type | Multi-Purpose Support Vessel (MPSV) |
Multi-Purpose Support Vessel (MPSV) |
Platform Supply Vessel (PSV) |
Platform Supply Vessel (PSV) |
Platform Supply Vessel (PSV) |
Platform Supply Vessel (PSV) |
Platform Supply Vessel (PSV) |
| Yard | ROC | ROC | Cosco Guangzhou Shipyard |
Cosco Guangzhou Shipyard |
Cosco Guangzhou Shipyard |
Cosco Guangzhou Shipyard |
Brattvåg Skipsverft AS |
| Port of registry | Ålesund | Ålesund | Ålesund | Ålesund | Ålesund | Ålesund | Ålesund |
| Build year | 2019 | 2019 | 2016 | 2016 | 2015 | 2015 | 2005 |
| Design | Ulstein PX121 H | Ulstein PX121 H | Ulstein PX121 | Ulstein PX121 H | Ulstein PX121 | Ulstein PX121 | ST 216 L |
| DP class | 2 | 2 | 2 | 2 | 2 | 2 | 2 |
| Deck/bulk/mud | 850m² / 255m³ / 1305m³ | 850m² / 225m³ / 1305m³ | 850m² / 255m³ / 1163m³ | 850m² / 255m³ / 1163m³ | 850m² / 255m³ / 1163m³ | 850m² / 255m³ / 1163m³ | 1041m² / 486m³ / 913m³ |
| Break horsepower | 7,200 | 7.200 | 7,200 | 7,200 | 7,200 | 7,200 | 10,200 |
| Flag | Norway | Norway | Norway | Norway | Norway | Norway | Norway |
| Last completed dry docking |
Q3 2024 | Q2 2024 | Q3 2021(1) | Q1 2021(2) | Q1 2025 | Q3 2025 | Q2 2025 |
Source: Company information


Can seize opportunities and highest rates in oil & gas and/or renewable markets

Versatile design, easily adaptable for conversion into subsea or renewable construction support vessels

All PX 121 vessels can be outfitted with accommodation units and gangways, enabling enhanced service offering in offshore wind

Fuel efficient X-Bow design reduces environmental impact

Opportunistic approach/focus to fixing portion of fleet on long-term charters to secure healthy cash flows
10

Versatile design: Suitable for various offshore support roles, including platform supply, anchor handling and subsea construction support

Optimized hull design: Enhanced fuel efficiency and reduced emissions, contributing to a more environmentally friendly operational footprint

DP2 capability: Equipped with DP2 system that allows for maintaining position and heading with minor distance margins – crucial for stability during offshore operations

Accommodation: SPS notation designed for comfortable accommodation for crew and additional personnel with a total of 24 POB – allows for conversion into an SOV (60 PAX)

Advanced technology: Incorporates advanced technologies for both construction and onboard equipment to optimize performance and operational efficiency

Offshore support capabilities: With DP2, cargo handling capabilities and accommodation - well suited to support offshore O&G exploration and production activities

Firefighting capabilities: Classified as FiFi I & II class from Lloyd Register

| 2025 | 2026 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Vessel | Design | Deck size (m2) |
Built | Region | Current Charterer |
Nov | Dec | Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec |
| Energy Empress | Ulstein PX121 H | 850 | 2019 | Aberdeen | - | ||||||||||||||
| Energy Duchess | Ulstein PX121 H | 850 | 2019 | Norway | Wellex | ||||||||||||||
| Energy Passion(1) | Ulstein PX121 | 850 | 2016 | Aberdeen | TotalEnergies E&P UK Ltd |
USD 20,988/d | |||||||||||||
| Energy Partner(2) | Ulstein PX121 H | 850 | 2016 | Den Helder | - | ||||||||||||||
| Energy Pace | Ulstein PX121 | 850 | 2015 | Aberdeen | Total UK | EUR 13,000/d | |||||||||||||
| Energy Paradise | Ulstein PX121 | 850 | 2015 | Den Helder | Peterson Den Helder |
EUR 6,600/d |
EUR 13,000/d | ||||||||||||
| Energy Swan | ST 216 L | 1,041 | 2005 | Norway | - |
GEOS enters 2026 with an increased focus on securing more firm vessel contracts, strengthening earnings visibility and cash flow protection, while optional periods provide flexibility to capture potential rate recovery

The company has consistently executed on strategic and operational milestones post-restructuring in 2018, including fleet expansion, refinancing, and management integration, demonstrating strong delivery capability and operational discipline


MARKET PROSPECTS
RISK FACTORS
APPENDIX


| Debt drawn since Q3 2025 | USDm | Terms |
|---|---|---|
| Short-term liquidity loan (2) | 5.0 | Repayment of \$7.5m triggered by the contemplated Transaction, otherwise matures 31 March 2026 |
| Short-term loan from KJA Partners (3) | 1.9 | 12% accruing interest |
| Short-term loans from Per Ivar Fagervoll (Group CEO) | 1.2 | i) c. 50% of loan carries 10% accruing interest ii) c. 50% carries no pre-agreed interest |





| Vessels | Energy Duchess, Energy Empress, Energy Pace, Energy Paradise, Energy Partner, Energy Passion, Energy Swan |
|---|---|
| Lease amount |
USDm 95 |
| Current Net LTV | ~54%(1) |
| Margin | SOFR + 365 bps |
| Tenor | 5 years |
| Upfront fee |
1.50% |
| Dividends | According to certain pre-defined thresholds for LTV |





| Combined LTV |
Prepayment | Distribution |
|---|---|---|
| x ≥ 60% |
100% | 0% |
| 60% < x ≥ 50% |
50% | 50% |
| 50% < x ≥ 0% |
0% | 100% |
| Main Terms | ||||
|---|---|---|---|---|
| Size | USD 95m sale and leaseback facility | |||
| Charter period | 5 years | |||
| Interest cost | SOFR + 365 bps | |||
| Maturity | 30.06.2030 | |||
| Purchase obligation 5y (Implied Profile) |
USDm ~45 | |||
| Distribution | • LTV <60%: 50% distribution of free cash flow / 50% repayment • LTV <50%: 100% distribution |
|||
| Supplementary financing | Access to supplementary financing up to 60% LTV | |||
| Current Net LTV | 54%(1) |
The Company may exercise purchase options under the sale and leaseback facility agreements relating to certain vessels in the Group, thereby enabling a potential sale of such vessels.
The purchase option price comprises (i) all outstanding rental payments under the relevant lease as at the repayment date, (ii) any indemnifiable costs or losses incurred by the lessor (including unpaid fees etc.), and (iii) an applicable prepayment fee.
The prepayment fee is calculated on a sliding scale based on the timing of the prepayment, as follows:
Exercise of a purchase option is subject to certain conditions, including that (i) the security coverage ratio for the relevant leased vessels must (a) comply with agreed thresholds and (b) not be lower than immediately prior to exercising the purchase option, and (ii) all overdue payments under associated leases must be settled concurrently. Accordingly, exercising a purchase option may require prepayments under other associated leases within the facility.





FINANCIAL HIGHLIGHTS
RISK FACTORS
APPENDIX
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Source: EIA and Clarksons SIN
Source: Clarksons SIN, MarineBase S&P Global, Pareto Securities Equity Research





COMPANY AND FLEET OVERVIEW
FINANCIAL HIGHLIGHTS
MARKET PROSPECTS
RISK FACTORS
APPENDIX
The Group is exposed to numerous risk factors, and an investment in the Shares involves inherent risks. An investor should consider carefully all information set forth in this Company Presentation and other information provided, the financial reports made public by the Company at: www.geoff.no/investors-geos, and, in particular, the specific risk factors set out below before making any investment decision. Each potential investor must conduct its own investigations and analysis and consult its own professional advisers as to the suitability of an investment in the Company's securities in light of its circumstances. If any of the risks described below materialise, individually or together with other circumstances, they may have a material adverse effect on the Group's business, financial condition, results of operations and cash flow, which may affect the ability of the Group to pay dividends and cause a decline in the value and trading price of the Shares that could result in a loss of all or part of any investment in the Shares. The risks and uncertainties described in this Section 2 are the material known risks and uncertainties faced by the Group as of the date hereof, and represents those risk factors that the Company believes to represent the most material risks for investors when making their investment decision in the Shares. The risks and uncertainties described below are not the only risks the Company may face. Additional risks and uncertainties that the Company currently believes are immaterial, or that are currently not known to the Company, may also have a material adverse effect on its business, results of operations, financial condition, and/or prospects. An investment in the Company is suitable only for investors who understand the risks associated with this type of investment and who can afford to lose all or part of their investment.
The risk factors are presented in a limited number of categories, where each risk factor is sought placed in the most appropriate category based on the nature of the risk it represents. Within each category the risk factors deemed most material for the Group, taking into account their potential negative affect for the Company and its subsidiaries and the probability of their occurrence, are set out first. This does not mean that the remaining risk factors are ranked in order of their materiality or comprehensibility, nor based on a probability of their occurrence. The absence of negative past experience associated with a given risk factor does not mean that the risks and uncertainties in that risk factor are not genuine and potential threats, and they should therefore be considered prior to making an investment decision. If any of the following risks were to materialize, either individually, cumulatively or together with other circumstances, it could have a material adverse effect on the Group and/or its business, results of operations, cash flows, financial condition and/or prospects, which may cause a decline in the value and trading price of the Shares, resulting in loss of all or part of an investment in the Offer Shares. Additional factors of which the Company is currently unaware or which it currently deems not to be risks, may also have corresponding negative effects.
The Group has experienced liquidity difficulties with payments not being made by the due date. This includes historical default payments of taxes which has also been noted by the Company's auditor in certain numbered letters in 2025. Whilst the Company has secured a short-term loan of USD 5 million which is subject to repayment of USD 7.5 million upon completion of the Private Placement (and otherwise matures on 31 March 2026, subject to certain events)to address immediate liquidity needs, the Company requires additional long-term capital to fund operations and meet its obligations. Failure to raise sufficient capital through the potential Transaction or alternative sources could have a material adverse effect on the Company's financial position and ultimately result in insolvency, restructuring or liquidation of the Company.
The Group may as a consequence of past (although cured) payment defaults risk not being able to obtain ordinary supplier credit as otherwise available in the industry and to competitors. Possible future defaults may as a result of historic defaults also result in higher scrutiny both by tax authorities and other creditors which may expose the Group adversely compared to competitors and industry practice.
All or a considerable portion of the Company's income will be dependent on charters and other employment of the Group's vessels. The rates for offshore services, and consequently also the value of the Group's assets, depend largely on the supply of and demand for offshore services.
The Company's charter contracts provide for termination rights for the existing customers. Future charterers will also contain termination rights and/or rights to suspend the charter hire and/or suspend the operations in certain events paying only reduced charter rates. Although the Group's charterers are obligated to compensate the relevant subsidiary for the remaining term of the Charter contracts if they terminate for convenience, upon the termination/expiry of the charter contracts currently in place, no guarantee can be given that the Group will be able to obtain charter contracts at equivalent or higher rates and/or conditions, or even at all. Given the limited number of the vessels, the Group is especially vulnerable in the event of termination of current charters and loss of revenue from such vessels as a result. The charterers may also refrain from exercising options under its respective charter agreements, all of which could have a material adverse effect on the Group's business, liquidity, results and financial situation.
Upon expiry or termination of the current charters, the Group may be unable to obtain satisfactory future employment for the vessels. In particular, many of the Group's clients include oil and oil service companies which impose particularly high standards of HSE protection. If the Group is unable to comply with a client's standards or regulations, this may adversely affect the ability to be awarded contracts.
Moreover, charter rates and/or project values are based on several factors that are unpredictable and beyond the Group's control as an owner and operator of platform supply vessels ("PSV") to serve the offshore industry in North Sea, and other jurisdiction which the Group currently operates, or may operate in the future. Such factors include, inter alia, the worldwide demand for oil and gas, the level of E&P activity for the Group's customers, and the supply-demand balance relating to delivery of offshore services, as further described in risk factor 2.1.6 "The Group operates in a highly competitive and cyclical market subject to intense price competition and volatility" below. Accordingly, even if the Group is able to renew its charters or other contracts when they lapse, it may not be able to generate earnings comparable to those received under the expired or terminated contracts. This may have a material adverse impact on the financial condition of the Company, and in particular have a material adverse effect on the Group's earnings and the value of its assets, including its vessels.
Any acquisition by the Group of new vessels will involve incurring material capital expenditures and will require significant financing (debt and/or equity). Such financing may not be obtained at attractive terms or at all. If the required financing is not obtained, the Group may default on its obligations and be liable towards the relevant shipyard and/or other charterers or other contractual parties.
The Group is dependent on revenues generated from a limited number of key customers. The ability of the customers to meet their payment obligations is affected by the customer's financial and liquidity position. Although the Group generally requires parent company guarantees from its customers, the Group may, if a key customer or its parent company declares bankruptcy, insolvency or files for a similar protection under the customer's jurisdiction, not be able to enforce payment of the customer's obligations and incur loss on such claims. As the Group is highly dependent on cash flow from its operations in order to be able to meet its operating expenses as and when they fall due, the bankruptcy, insolvency or similar protection of a customer may lead to the loss of expected turnover for the Group, which may again have a material adverse effect on revenues, profitability, cash flows and the financial condition of the Group, and thereby also the Group's ability to service its operating and financial expenses when due.
As a substantial portion of the Group's revenue is derived from companies operating in the oil and gas industry, the Company's operations, profitability and cash flow are dependent on the level of oil and gas capital spending by the oil companies which, in turn, is dependent upon the fluctuating market price of oil and gas. Oil and gas prices are volatile and are affected by numerous factors beyond the Group's control, including, but not limited to, the following:
The demand for the Group's services in the offshore oil and gas sector is particularly sensitive to price falls, reductions in production levels and disappointing exploration results. Historically, demand for offshore exploration, development and production has been volatile and closely linked to the price of oil and gas. Low oil prices typically lead to a reduction in exploration drilling and hence offshore support work as oil companies scale down their investment budgets.
Should the prices of oil and gas products drop significantly or should oil and gas exploration or development activity otherwise be reduced, the Group's business, results of operations and financial condition may be adversely affected.
A portion of the Group's income is management fees and commissions from technical and commercial management of vessels not owned by the Group. These agreements includes right of termination and may be terminated should third party owned vessels be sold or the Group not being competitive. Any termination may reduce income and result in losses not necessarily recoverable from the customer.
The Group operates in the offshore supply services industry, which is a highly competitive and fragmented industry that includes several large and smaller companies that compete in the markets the Group serves, or will serve. The Group's larger competitors may have greater resources which could allow them to amongst other things, better withstand industry downturns, compete more effectively on the basis of technology and geographic scope.
The demand for platform supply vessels and multi-purpose support vessels for offshore services, including the price the Group can charge for such services, depends mainly on the Group's customers' level of exploration and production ("E&P") activity. The main factor for the level of E&P activity is the price for oil and gas. Higher oil and gas prices increase the level of E&P activity. For example, pandemics and the ongoing conflicts between Russia and Ukraine have had a significant impact on the price of oil and gas and could continue to have so going forward. Typically, higher oil and gas prices results in an increase in E&P activity and may increase the demand and price for the Group's services. However, high volatility or a significant drop in the prices of oil and gas, or a reduction in oil and gas exploration or development activity, could lead to a significant decrease in the price for the Group's services and have a material adverse effect on the Group's results, operations, or cash flow. See also risk factor 2.1.4 "The Company's business is dependent on the price of oil and gas, which for various reasons is likely to vary over time".
Periods with high oil and gas prices have historically led to high levels of offshore support vessel construction orders. Spikes in the oil and gas prices could be followed by periods of sharp and sudden declines in oil and gas prices, which in turn result in significant declines in utilization and charter rates, and an increase in the number of laid-up vessels.
When new and upgraded offshore supply vessels enter into service, the supply available in competition of the Group's services will increase, which could lead to a reduction in the utilization and charter rates of existing vessels as new vessels are absorbed into the market. Subject to variables due to the complexity and the order backlog at the shipyards, the process from order to delivery of an offshore supply vessel typically takes approximately 12 – 24 months. A strong market outlook may be counterbalanced by too high newbuilding activity, which may lead to a stronger growth in the supply of vessels than in the demand for vessels.
An oversupply for offshore supply vessels may lead to a reduction in charter rates and affect the Company's capacity to secure new contracts, thereby having a negative impact on the Company's revenues, profitability and cash flows. As, the supply and demand fundamentals are volatile and often difficult to predict, the developments of which may have a significant impact on the Company's financial condition and the value of its shares.
Should competitors and others use or develop new technologies or better adapt to market trends, the Group may be placed at a competitive disadvantage. Further, it may face competitive pressure to implement or acquire certain new technologies at a substantial cost. The Company cannot be certain that it will be able to implement and use new technology or products on a timely basis or at an acceptable cost. Thus, the Group's possible inability to implement and use new and emerging technology in an effective and efficient manner may have a material and adverse effect on the Group's business, financial condition, results of operations and cash flows.
The Group has currently all its vessels on medium long term contracts or in the spot market and is therefore more exposed to the changes in the market it is operating compared to companies with longer term contracts.
Although the Group has a modern fleet, the vessels may need to be upgraded, refurbished and repaired due to technological development, changes in market practice, new requirements from relevant authorities and/or ordinary wear and tear. There may be no warranties or insurances in place to cover the costs of such repairs. The vessels are also required to be dry-docked at regular intervals and might also require dry-docking if damaged. The costs of drydock repairs are unpredictable and can be substantial and may be higher than expected as a result of circumstances beyond the Company's control. Such circumstances include, amongst other things, technological changes and innovations, necessary upgrades or repairs to effectively compete within the PSV segment or to comply with new requirements from relevant authorities and/or relating to the Group's certifications. The loss of revenues while the vessels are being repaired or maintained and repairs for normal wear and tear are typically not covered by any of the Company's insurance policies and may adversely affect the Company's financial position. Also, efforts to respond to technological innovations may require significant financial investments and resources which may in turn have an adverse effect on the Group's financial results. If any vessel does not maintain its class and/or fails any annual survey or dry-docking survey, the vessel may be unemployable and uninsurable.
Due to changes in the demand for the Group's vessels, availability of other vessels in the market, changes to the level of E&P activity of the Company's existing and future customers or general economic and market conditions affecting the maritime and offshore industries the marked value of the vessels and other assets of the Company may be reduced. The market value of the Group's vessels also fluctuates due to the general supply and demand of vessel capacity, as well as the condition and age of the vessels. Fluctuations in vessel values may result in impairment charges or cause the Group to be unable to sell vessels at attractive terms, either of which could have a material adverse effect on the Group's business, financial condition and results and/or prospects.
During the period a vessel is subject to a charter or used as collateral under a loan, the Company may not be permitted to sell such vessel to take advantage of increased values of vessels without the charterer's and/or lenders' prior consent. Conversely, if the Company's counterparties were to default under the charters due to unfavorable market conditions, causing termination of the charters, the market value of the vessels could also be depressed for that or related reasons.
The Group's vessels are its main assets, and useful life of vessels is based on knowledge of the market and years of operations. Due to the fact that the Group's capital assets (vessels) have a life-span of approximately 30 years, any future market prospects is difficult to evaluate. In addition, impact of climate risk has been considered when determining the vessel's economic life. The economic life of the Group's vessels and the risk of stranded assets will depend on the Group's ability to reach the EU's climate and energy targets for 2030 and the objectives of the European green deal. If the Group is unable to adopt its business in accordance with EU's climate and energy targets, including the European green deal, it may result in a shorter economic life for its vessels, which in turn will affect the value of the Group's vessels and equipment as well as future depreciation. A reduction in the value of the Group's vessels may have a material adverse effect on the Group's results and prospects.
The Group is also as a minimum obliged to reach the International Maritime Organization ("IMO") objective of 40% reduction of Carbon Dioxide by 2030 and further 50% reduction by 2050. The IMO has introduced various initiatives aimed at decreasing carbon intensity by the years 2030 and 2050, some of which are compulsory for all ships exceeding 500 gross tonnages, and amongst other things involve certain reporting obligations. Given that these measures were put into effect recently, the regulatory landscape is prone to ongoing adjustments. As a result the exact consequences of non-compliance may evolve, and it is expected that additional measures will become mandatory in the future. Failure to comply with current and future obligation, could inter alia result in the Group missing out on potential incentives that are likely to be awarded to ships with superior ratings.
The EU's climate and energy targets, IMO objectives and other legislation could have a material adverse effect on the life of the Group's vessels and therefor impact the business, results of operations, cash flows, financial condition and/or prospects.
Contracts of the nature that the Group may enter into in the offshore sector require high standards of safety and are associated with considerable risks and responsibilities. As the Group operates in the maritime offshore industry, it is subject to hazards associated with offshore operations such as risk of breakdowns, technical problems, harsh weather conditions, environmental pollution, force majeure situations (nationwide strikes etc.), collisions and groundings.
The operation of vessels that carry petroleum products carries with it an inherent risk of catastrophic maritime disaster, mechanical failure, collision, and loss of or damage to cargo. The Group's vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters; bad weather, environmental accidents and natural disasters; mechanical failures; grounding, fire, explosions and collisions; and human error. An accident involving any of the Company's vessels could, inter alia, result in any of the following: death or injury to persons, severe damage to or loss of property and equipment (including vessels); petroleum product spills or other environmental damage; rerouting or delays in the delivery of cargo, claims by third parties or customers and suspension of operations resulting in off-hire and loss of earnings.
The Company believes that it is in substantial compliance with applicable safety and health and environmental laws, regulations, treaties and conventions. However, the Company may be unable to predict the ultimate cost of complying with such requirements.
The Group owns, operates, and charters out PSVs to serve the offshore industry. The Group's historical portfolio includes investments in the offshore segment, such as Platform Supply Vessels, Multipurpose Platform Supply Vessels, Inspection, Maintenance, and Repair Vessels, as well as Subsea Support Vessels. The Company currently has, and will continue to have, a proactive approach to further accretive structural transactions and is continuously assessing the market for charters, newbuildings, and the second-hand market. Acquisition of offshore vessels present a number of risks, including risks of delay or cost overruns, failure of assets to meet quality and/or performance standards, unanticipated actual or purported change orders, unanticipated cost increases, start-up difficulties following delivery or other unexpected operational problems that could result in delays, uncompensated downtime or termination of contracts, all of which could have an adverse effect on the Group's business and financial position.
The Company's operations are subject to environmental laws and regulations. Current environmental laws and regulations are constantly reviewed by various environmental authorities at the same time that new laws and regulations are being studied and implemented. Moreover, the non-compliance with such laws and regulations may subject the violator to administrative and criminal sanctions, in addition to the obligation to repair or to indemnify damages caused to the environment and affected third parties.
The Group may as owner and operator of its vessels and provider of services to oil and gas companies be liable, under applicable laws and regulations or contractually, for damages and costs incurred in connection with spills of petroleum products and other chemicals and substances related to the operations of its vessels and the provision of its services. The Group may also be subject to significant fines in connection with any spills. In accordance with industry practice, the Group's clients usually take primary responsibility for environmental pollution emanating from the reservoir or wells as a result of the client's use of the offshore support vessels under the Group's contracts. The Group has generally been able to obtain some degree of contractual indemnification pursuant to which its clients agree to protect, hold harmless and indemnify the Group against liability for pollution and environmental damage. However, generally in the oil and gas services industry there is increasing pressure from clients to pass on a larger portion of the liabilities to contractors, such as the Group, as part of their risk management policies. There can be no guarantee that the Group will be able to prevent or mitigate the increased apportionment of risk for environmental liabilities to contractors. The Group may also fail to obtain indemnities in its contracts, or it may find that, in the event of extensive pollution and environmental damage, its clients do not have the financial capability to fulfil their contractual obligations. Further, such indemnities may be deemed legally unenforceable based on relevant law, including as a result of public policy.
Pursuant to the standard time charter normally applied by the Group, the vessel owner is generally only liable for pollution damage emanating from the vessel itself. However, no guarantee can be given that the Group may not be forced to enter into contract with more onerous pollution liability which may not be fully covered by the available insurances. To the extent that the Group is subject to environmental liabilities, the payment of such liabilities or the costs that the Group may incur to remedy environmental damages would reduce funds otherwise available to it and could have a material adverse effect on its business.
In recent years laws and regulations protecting the environment have become more stringent. It being noted that the Group's clients are the primary parties responsible for compliance, laws and regulations may, in some cases, impose direct and strict liability, rendering a company or a person liable for environmental damage without regard to negligence. For example, the Group may be subject to the Norwegian Pollution Act of 13 March 1981 and the Norwegian Maritime Act of 24 June 1994, thus exposing the Group to liability for the conduct of, or conditions caused by, third parties, including clients and contractors, or for acts that were in compliance with all applicable laws at the time they were performed. The application of these requirements or the adoption of new requirements could have a material adverse effect on the Group's business, results of operations, cash flows, financial condition and/or prospects.
If the Group is unable to fully avoid or remedy environmental damages or to obtain or renew any environmental licenses and permits required for its current or future operations, it might be obligated to suspend activities or enter into interim compliance measures pending completion of the required remedy. The potential exposure may be significant and could have a material adverse effect on the Company's business and financial position. Any pollution liability incurred by the Company may have an adverse effect on the result of its operation and financial position.
The Company currently has operations in Europe (including North Sea and the Mediterranean Sea), Africa and the Carribean Sea. War, conflicts, such as the ongoing conflicts between Russia and Ukraine, military tension and terrorist attacks or other similar conflicts, may cause instability in the areas the Company is operating (or may operate under its future charter contracts) or may cause instability in the world's financial and commercial markets. Political and economic instability may occur in the geographic areas in which the Company operates (or may operate in the future) and may contribute to disruptions of operations, loss or seizure of the vessels, kidnapping of marine crew or onshore employees, piracy and other adverse effects including increased operating costs.
In addition, acts of terrorism and threats of armed conflicts in or around various areas in which the Group operates (or may operate in the future) could limit or disrupt the Group's operations, including disruptions from evacuation of personnel, cancellation of contracts or the loss or injury of personnel or loss or damage to its assets. Armed conflicts, terrorism and their effects on the Company or its markets may have a significant adverse effect on the Company's business and results of operations in the future.
The Group's performance and success depends on its retention of key personnel, in addition to its ability to recruit, retain and develop skilled personnel. Given the limited number of employees, the Group may be deemed to be even more dependent on the existing personnel. Consequently, the Group is vulnerable to key employees leaving the Group. The Group's personnel are important to the development and prospects of the Group, and the Group is dependent on highly qualified personnel and management, including the Group's Chief Execute Officer, Chief Financial Controller, Chartering Manager, Maritime Operation Manager, Chief Technical Manager and HR & Wage Executive, who are considered to be the Group's key personnel. The Group also intends to hire additional personnel. There is a risk that the Group will have difficulties in competing with other employers and that it may not be successful in attracting suitable and qualified employees and retaining existing employees, which in turn may have a material adverse effect on the Group's operations. Further, the Group is dependent on its current key employees and there is a risk that these may leave the Group, and also that the Group may not able to replace any key employee that elect to leave the Group with resources of similar capacity and competency as there may be shortages in the availability of appropriately skilled people at the relevant levels, which may have a material adverse effect on the Group's operations and financial position.
The Company currently has a limited organization and is dependent on third parties to carry out some of its operations. The Group will continue to be dependent on third parties with respect to providing the Group with services necessary to manage and operate the Group's vessels and its on shore activities. Such resources may include crew for the vessels in addition to, corporate- and technical management.
The Company's ability to remain profitable will depend substantially on the Group's ability to attract, train and retain skilled third party vessel crew, project managers, and executive managers to its operations. The demand for skilled workers is high and the supply is limited, particularly during periods of high activity in the oil and natural gas industry. An increase in wages paid by the Company's competitors could result in the reduction of the Company's skilled labour force, increases in the wage rates it must pay, or both, which may in turn have an impact on the supply of skilled workers to the Company. The Group's inability to attract, train and retain a sufficient number of skilled workers could cause a material adverse impact on the Company's business.
The Group will use its best efforts to select the right service providers and monitor their performance but may fail to do so. If the Group or third parties fail to perform at an optimal level, or if service agreements are terminated by the service providers, this could adversely affect the Group's ability to fulfil its contracts, as well as its business, prospects, financial results and condition, including its ability to be compliant with the financial covenants pursuant to the SLB Facility (as defined below). If the amount the Group is required to pay for subcontractors, services or supplies exceed its estimates, the profitability of the Group's contracts may be adversely affected. If a subcontractor or supplier fails to provide services, supplies or equipment as required under a contract for any reason, the Group may also be required to source these services, equipment or supplies from other third parties which may lead to delays or higher prices than anticipated.
The Company's operations are subject to risks inherent in the shipping and offshore industry. The Company's policy is to maintain insurances in accordance with industry standards which it considers appropriate for its business including hull and machinery and protection and indemnity insurance. The Company's insurance is intended to cover risks associated with the conduct of its business, as well as environmental damage, pollution coverage and deprivation of its vessels by a foreign state power or similar unlawful interventions. However, insurance against all applicable risks and liabilities may not be available and, where insurance is procured, the amount recoverable may not be sufficient to compensate the Company for the relevant loss. The Company cannot assure that it has adequately insured against all risks, that any future claims will be paid in reasonable time or at all, or that it will be able to procure adequate insurance coverage at commercially reasonable rates in the future.
The Company may elect not to carry insurance in respect of some risks, for example, business interruption. Consequently, the Company could be exposed to substantial liabilities or loss. Under certain contracts or legal regimes, the Company may potentially be exposed to unlimited liability for losses caused by its negligence or the negligence of its subcontractors and such liability may not be adequately covered by the Company's insurance policies.
The Company operates in a business environment that is capital intensive and the Company is dependent upon having access to long–term funding for the vessels and other loan facilities to the extent its own cash flow from operations is insufficient to fund its operations.
The Group may be required to raise additional capital in the future to meet its capital and operating expenditure needs due to for example unforeseen liabilities, for maintenance of the quality and operating capacity of the Group's vessels, required upgrades etc., and to be able to take advantage of opportunities for acquisitions, joint ventures, investments or other business opportunities. Any new or additional funding might not be available to the Group on attractive terms or at all. Available sources of funding may be affected by, amongst other things, general market conditions, the Group facing an economic downturn in its main markets, or if the creditworthiness of the Group is weakened. If financing available to the Group is insufficient, the Group may be forced to reduce or delay capital expenditures, sell assets at unanticipated times and/or at unfavourable prices, seek additional equity capital or restructure or refinance its debt. Such measures might not be successful or adequate to meet the Group's financing needs or result in the Group being placed in a less competitive position.
The Group has entered into a sale and leaseback agreement (the "SLB Facility") to finance its fleet of vessels. The Group's ability to service its debt obligations thereunder depends upon, among other things, its future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond its control. If the Company's operating results are not sufficient to service its current or future indebtedness, the Company will be forced to take actions such as reducing distributions, reducing or delaying its business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing its debt, or seeking additional equity capital or bankruptcy protection. The Company may not be able to effect any of these remedies on satisfactory terms, or at all.
Under the SLB Facility, and under any future financings, the Company is – and may be – subject to customary covenants and financial restrictions that may restrict the ability of the Company and its subsidiaries to:
Further, the SLB Facility require the Company to comply with certain financial ratios and tests. The Company's ability to comply with the restrictions and covenants, including financial ratios and tests, contained in its current and any future financings, is dependent on future performance and may be affected by events beyond the Company's control, including prevailing economic, financial and industry conditions. If market or other economic conditions deteriorate, the Company's ability to comply with these covenants may be impaired. If the Company is unable to comply with the restrictions and covenants in its financings, there could be a default or event of default under the terms of those agreements. If an event of default occurs under these agreements, financiers could terminate their commitments to lend and/or accelerate the outstanding loans and declare all other outstanding amounts due and payable.
In addition, there is no guarantee that the Company is able to refinance the current sale-leaseback financings on satisfactory terms at maturity (including in the case of the underlying put options from the owners are utilized), which in case may materially adversely affect the Company's business, financial condition and/or assets.
The Company's functional and reporting currency is NOK. However, the Company receives significant revenue in other currencies, including EUR and USD and from time to time GBP, but incurs significant costs in USD (including financing cost relating to the long-term debt of the Group which is in USD) and NOK. Given the difference between the currency of revenues and costs, the Company may not be able to match revenues with costs denominated in the same currency. Certain countries, in which the vessels may operate may enact or apply rules requiring the Company to invoice a significant percentage of its services for vessels operating in such countries in the local currency. In addition, the Company does not currently have any hedging arrangements in place to minimize the effects of such foreign exchange movements. Any adverse movements in these currencies or changes in local laws requiring the Company to invoice in local currencies or increase the percentage of revenue the Company is required to invoice in local currency may materially adversely affect the Company's business, financial condition, results of operations and prospects.
The Group has incurred, and may in the future incur, significant amounts of debt. The Group has a floating interest under certain of its debt arrangements, including the SLB Facility and is thereby exposed to interest rate risk. Movements in interest rates could materially and adversely affect the Group's business, results of operations, cash flows, financial condition and prospects.
The level of debt could have adverse negative consequences for the Group, and inter alia, (i) require the Group to dedicate a large portion of its cash flow from operations to service the Group's debt, thereby reducing the availability of its cash flow to fund working capital, capital expenditures and other financing needs; (ii) increase the Group's vulnerability to adverse general economic or industry conditions; (iii) place the Group at a competitive disadvantage compared to its competitors that have less debt; and (iv) make it more difficult for the Group to attract both existing and new investors to participate in new equity issues.
Although the Company expects to satisfy the Group's short-term liquidity needs, strengthen its long-term financial position and obtain a healthy buffer to support operating liquidity through the Transaction, the Group will remain subject to the volatile charter market which in the future may have an adverse effect on the Group's financial position.
The international nature of the Group's operations involves an inherent risk of intervention from foreign governments in relevant markets, for example in case of economic sanctions, operating restrictions, war or other emergencies. Furthermore, the Group is subject to national and international laws and regulations governing the oil and gas industry and offshore services industry. The Group is required to comply with various regulations introduced by the authorities where the operations take place, various flag states and the guidelines introduced by the IMO where applicable. Any change in or introduction of new regulations, may increase the costs of operations, which could have an adverse effect on the Group's profitability.
Changes in the legislative and fiscal framework governing the activities of the oil and gas companies could have a material impact on exploration and development activity or affect the Group's operations directly. In the event that the Group is unable at any time to comply with the existing regulations or any changes in such regulations, or any new regulations introduced by local or international bodies, its operations may be adversely affected. If the Group's vessels or operations in general do not comply with the extensive regulations applicable from time to time, the demand for the Group's services may be negatively impacted either by affecting exploration, production and development activity or by affecting the Group's operations directly. Also, the Group's operations may be discontinued or suffer from other sanctions imposed by the relevant authorities. Furthermore, changes in political regimes could constitute a material risk factor for the Company's operations in foreign countries. The Group's operations partly take place in regions that may be politically volatile. Changes in the legislative, political, regulatory and economic framework in any region could adversely affect the Group's operations directly or indirectly.
The operating hazards inherent in the Group's business expose it to litigation, including personal injury litigation, environmental litigation, contractual litigation with clients, tax or securities litigation, and maritime lawsuits including possible arrest of the Group's vessels. Providing the Group's services involves the risk of contractual and professional errors, omissions, warranty claims and other liability claims, as well as negative publicity that may materially and adversely affect the Group's business, results of operations, cash flows, financial condition and/or prospects. Subject to any legal and arbitration proceedings described in this Company Presentation, the Company is currently not involved in any litigation, but may in the future be involved in litigation matters from time to time. Any future litigation may have a material adverse effect on the Company's business.
The trading price of the Shares could fluctuate significantly in response to a number of factors beyond the Company's control, including but not limited to quarterly variations in operating results, adverse business developments, changes in financial estimates and investment recommendations or ratings by securities analysts, significant contracts, acquisitions or strategic relationships, publicity about the Company, its products and services or its competitors, lawsuits against the Company, unforeseen liabilities, changes to the regulatory environment in which it operates, general market conditions, or as further described in Section 2.1.6 "The Group operates in a highly competitive and cyclical market subject to intense price competition and volatility.
In recent years, the stock market has experienced extreme price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies. Those changes may occur without regard to the operating performance of these companies. The price of the Shares may therefore fluctuate based upon factors that have little or nothing to do with the Company, and these fluctuations may materially affect the price of its Shares.
It is possible that the Company may decide to offer additional shares or other securities in order to finance new capital-intensive investments or other funding needs in the future in connection with unanticipated liabilities or expenses, or for any other purposes. Any such additional offering could reduce the proportionate ownership and voting interests of holders of Shares as well as the earnings per Share and the net asset value per Share of the Company, and any offering by the Company could have a material adverse effect on the market price of the Shares. Depending on the structure of any future offering, certain existing shareholders may not be able to purchase additional equity securities, which could lead to a significant dilution of such shareholders.
The Company does not currently have any share incentive program or similar incentive scheme for its employees. The Board has however initiated work to assess whether such share incentive scheme for key employees and the CEO should be implemented in the near-term. If a share incentive scheme is implemented, the Company may grant shares to key employees pursuant to the scheme in the future which may result in additional dilution of existing shareholders.
The Shares have not been registered under the U.S. Securities Act or any US state securities laws or any other jurisdiction outside of Norway and are not expected to be registered in the future. As such, the Shares may not be offered or sold except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable securities laws. In addition, there can be no assurances that shareholders residing or domiciled in the United States will be able to participate in future capital increases or rights offerings, which could lead to a significant dilution of such shareholders.
The Shares are traded and priced in NOK, and any future payments of dividends on the Shares will be paid in NOK. Accordingly, any investor outside Norway is subject to adverse movements in NOK against their local currency as the foreign currency equivalent of any dividends paid on the Shares or price received in connection with sale of such.


COMPANY AND FLEET OVERVIEW
FINANCIAL HIGHLIGHTS
MARKET PROSPECTS
RISK FACTORS
APPENDIX


Modules can also contain ROV facilities below the mezzanine deck. At mobilization, no extensive structural changes need to be done and the modules and the mezzanine deck can be easily demounted when the mission is completed
The vessel can be converted into and SOV by upgrading the accommodation to 90, and by installing a W2W gangway with adjustable pedestal and integrated elevator, a work boat and lifeboats
| Name | Number of shares | Ownership |
|---|---|---|
| CLEAR OCEAN GEOS MI LP | 9,789,809 | 39.0% |
| CLEARSTREAM BANKING S.A. | 5,957,037 | 23.7% |
| State Street Bank and Trust Comp | 2,583,631 | 10.3% |
| Goldman Sachs & Co. LLC | 1,775,873 | 7.1% |
| JPMorgan Chase Bank, N.A., London | 1,165,462 | 4.6% |
| GEMSCO AS | 400,991 | 1.6% |
| PER IVAR FAGERVOLL | 344,411 | 1.4% |
| Citibank, N.A. | 308,924 | 1.2% |
| HEGGELUND | 296,997 | 1.2% |
| RISTORA AS | 216,191 | 0.9% |
| Euroclear Bank S.A./N.V. | 126,707 | 0.5% |
| GOLDEN ENERGY OFFSHORE AS | 122,381 | 0.5% |
| Jefferies LLC | 110,000 | 0.4% |
| KREFTING AS | 100,000 | 0.4% |
| INGE HARALD BERG | 80,134 | 0.3% |
| UTMOST PANEUROPE DAC - GP11940006 |
75,000 | 0.3% |
| Deutsche Bank Aktiengesellschaft | 65,927 | 0.3% |
| MARIANNE HOFLAND FINSETH | 64,789 | 0.3% |
| MTB EIENDOMSUTVIKLING AS | 61,647 | 0.2% |
| LAPAS AS | 61,418 | 0.2% |
| Total top 20 |
23,707,329 | 94.5% |
| Others | 1,377,165 | 5.5% |
| Total number of shares | 25,084,494 | 100.0% |


Per Ivar Fagervoll CEO
Mr. Fagervoll joined the Group in January 2008 and was elected CEO in June 2008. Mr. Fagervoll has more than 30 years of experience from the shipping and offshore industry holding leading positions such as CEO & Director at Aries Offshore Group, Deputy CEO, Chartering Manager, QHSE Manager, Port Captain, Terminal Manager and Master Mariner.

Svein Terje B. Fagervoll Chartering Manager & Operations Officer
Svein Terje B. Fagervoll has served as Chartering Manager & Operations Officer and shareholder at Golden Energy Offshore since 2017. Since 2005, he has gained extensive operational experience sailing worldwide on offshore vessels, primarily PSV, IMR, and Offshore Diving, holding various positions and participating in newbuild supervision. He earned his Master Mariner certificate in 2016 and, in the same year, completed studies in business economics, logistics, and leadership at BI Norwegian Business School.

Nils Kåre Bondhus Maritime Operations Manager
Nils Kaare Bondhus, Maritime Operation Manager in GEOM since 2013. Nils Kaare have worked in the Oil & Gas and Offshore Wind Industry for 30 years +. He held the position as Master Mariner on PSVs and construction vessels from 2001 until joining GEOM. In addition to sailing the vessels, he has worked as Newbuilding Superintendent , responsible for 15 PSVs, construction vessels, Offshore Wind and Cable Layer. Nils Kaare is a Master Mariner, Maritime Engineer and welder by education.

Sarah Weber-Laumann Financial Controller
Sarah Weber-Laumann holds a Bachelor of Arts from Victoria University of Wellington and a Bachelor of Business Administration from BI Norwegian Business School. She has worked in various positions in New Zealand, Australia, Thailand and Cambodia, is a state authorised public accountant in Norway and currently works as a Financial Controller at Golden Energy Offshore.

Vidar Skjong Chief Technical Manager
Vidar Skjong has the position as Chief Tech. manager in the company. Vidar have more than 35 years in shipping and maritime industry. Positions as Chief engineer onboard vessels, Vessel Newbuilding surveyor, Customer support engineer, Project Engineer, Ship Manager for vessels in operation, Project manager for various vessel new-buildings and technical manager. Have been employed as Chief technical manager in GEOM since 2018. Before joining GEOM he had positions in Odfjell ASA, Rolls-Royce Marine and Farstad Shipping.

Jake Scott Chairman
Jake Scott is Managing Partner at Clear Ocean Partners with over 20 years of maritime and investment experience. He chairs Golden Energy Offshore Services ASA and was instrumental in listing Stainless Tankers ASA on Euronext Oslo. As Co-Founder of Easterly Clear Ocean, he has deployed \$400 million into tankers and offshore vessels since 2021. Jake also serves on the Board of the Connecticut Maritime Association Educational Foundation and holds a B.S. in Business Administration from Northeastern University.

G. Andy Tuchman Board Member
Andy Tuchman is a Partner at Clear Ocean Partners with 15 years of experience in capital deployment and investment strategy. He serves on the boards of Golden Energy Offshore Services ASA and co-founded Easterly Clear Ocean. Andy also founded The Mahopac Group, a global macro investment firm, and previously led the precious metals trading desk at Optiver US LLC. He holds a BA in Mathematics from Cornell University and an MBA from Yale School of Management.

Atef Abou Merhi Board Member
Atef Abou Merhi is a board member/shareholder at GEOS and is a founding member and MD of Pelagic Partners, a ship owning fund with an AUM of \$400m+. He is a seasoned shipping professional with 15+ years of experience and a second-generation ship owner. Atef holds a BSc (Hons) in Ship and Port Management from Southampton Solent University and an MBA from IE Business School in Madrid. Atef also earned a diploma with merits in Ship Finance from Lloyd's Maritime Academy and is an Alumnus of IMD Business School in Lausanne. He is currently attending the OPM Program at Harvard Business School.

Rita Katrine Løkken Granlund Audit Committee Chair and Board Memeber
Rita Granlund has over 35 years of audit experience, including 23 years as a PwC partner, where she served as Territory Assurance Leader and industry leader for Transportation & Logistics. She has extensive audit and transaction expertise across listed companies in shipping and offshore. Rita holds a Certificate in Corporate Governance from INSEAD and is a State Authorized Public Accountant – Sustainability auditor in Norway. She is currently Quality Management Director at Permian Business Partner AS. Rita will step down from the GEOS Board for independence reasons as she joins the Board of Tell. It is proposed that Mona Irene Larsen be appointed as her replacement at the EGM on 16 December 2025.

Susanne Munch Thore Independent Board Member
Susanne Munch Thore, independent board member. Susanne has worked as a lawyer for 35 years. She was a partner of Wikborg Rein from 1993-2018, and of Arntzen de Besche 2020-2024. She is currently a Lecturer in law at BI Norwegian Business School. She has held a number of board positions.
| P&L - NOK ('000) |
Q3 2025 | Q2 2025 | Q1 2025 | 2024 | 2023 | 2022 | 2021 | 2020 |
|---|---|---|---|---|---|---|---|---|
| Freight income | 87,257 | 96,824 | 111,130 | 512,818 | 209,086 | 141,054 | 71,189 | 70,047 |
| Other revenues | 16,742 | 12,611 | 0 | 140 | 1,000 | 0 | 0 | 0 |
| Total income | 103,999 | 109,436 | 111,130 | 512,958 | 210,086 | 141,054 | 71,189 | 70,047 |
| Operating expense vessels | (71,247) | (60,158) | (68,098) | (226,520) | (108,604) | (116,806) | (78,597) | (80,658) |
| Other operating expenses | (9,635) | (10,231) | (12,761) | (66,464) | (45,116) | (39,890) | (12,112) | (21,378) |
| Gain/(loss) from sale of vessel(s) | 0 | 0 | 0 | 0 | 70,734 | 0 | 0 | 0 |
| EBITDA | 23,117 | 39,046 | 30,271 | 219,974 | 127,101 | (15,642) | (19,520) | (31,990) |
| Depreciation | (25,699) | (23,772) | (23,262) | (81,043) | (33,239) | (24,468) | (18,208) | (24,867) |
| Write-downs | 0 | 0 | 0 | 0 | 46,100 | 111,000 | 0 | (88,000) |
| EBIT | (2,581) | 15,274 | 7,010 | 138,931 | 139,961 | 70,890 | (37,728) | (144,857) |
| Interest Income | 1,084 | 122 | 0 | 0 | 0 | 118 | 0 | 629 |
| Financial Income | 0 | 0 | 141 | 1,326 | 1,195 | 0 | 6,762 | |
| Financial expenses | 0 | 0 | (130,817) | (155,593) | 0 | 0 | 0 | |
| Currency gain/(loss) | 6,984 | 36,053 | (8,460) | 0 | 0 | (1,076) | 1,866 | 330 |
| Unrealized currency gain/(loss) | 0 | 68,178 | 0 | 0 | (36,305) | (9,641) | 0 | |
| Other interest charges | (19,002) | (26,645) | (28,138) | 0 | 0 | (69,648) | (17,514) | (19,039) |
| Other financial gain/(loss) | (1,947) | (104,020) | (52) | (100,346) | 5,773 | (23,063) | 0 | 0 |
| Net financial items | (12,881) | (94,490) | 31,528 | (231,023) | (148,494) | (128,779) | (25,289) | (11,318) |
| Profit before tax | (15,462) | (79,217) | 38,538 | (92,092) | (8,532) | (57,889) | (63,017) | (156,175) |
| Taxes original result | 0 | 0 | 0 | 0 | 0 | 0 | (142) | (62) |
| Result for the year | (15,462) | (79,217) | 38,538 | (92,092) | (8,532) | (57,889) | (63,159) | (156,238) |
| EPS | (0.62) | (3.17) | 1.54 | (3.67) | (1.19) | (1.15) | (1.38) | (3.71) |

| Assets - NOK ('000) |
Q3 2025 | Q2 2025 | Q1 2025 | 2024 | 2023 | 2022 | 2021 | 2020 |
|---|---|---|---|---|---|---|---|---|
| Goodwill | 18,553 | 18,553 | 18,553 | 18,553 | 18,553 | 0 | 0 | 0 |
| Tangible fixed assets | 1,364,665 | 1,364,850 | 1,361,018 | 1,370,907 | 1,392,288 | 527,622 | 399,948 | 418,156 |
| Right-of-use assets | 849 | 1,367 | 1,885 | 2,403 | 3,977 | 0 | 0 | 0 |
| Investments in other companies | 45 | 45 | 45 | 45 | 88 | 45 | 34 | 34 |
| Long-term prepayments | 406 | 100 | 100 | 406 | 0 | 0 | 0 | 0 |
| Total non-current assets | 1,384,519 | 1,384,915 | 1,381,601 | 1,392,314 | 1,414,906 | 527,667 | 399,982 | 418,190 |
| Stocks | 11,170 | 7,930 | 5,878 | 11,061 | 13,599 | 2,263 | 1,714 | 1,887 |
| Account receivables | 62,411 | 88,203 | 87,671 | 97,582 | 59,612 | 17,581 | 14,641 | 3,770 |
| Other receivables and prepayments | 44,826 | 34,996 | 28,503 | 47,174 | 29,527 | 16,553 | 15,012 | 10,394 |
| Bank deposits | 27,451 | 17,613 | 1,404 | 37,614 | 41,230 | 957 | 791 | 194 |
| Total current assets | 145,859 | 148,742 | 123,455 | 193,431 | 143,968 | 37,354 | 32,158 | 16,245 |
| Assets classified as held for sale | 0 | 0 | 0 | 0 | 0 | 0 | 38,483 | 38,483 |
| Total assets | 1,530,377 | 1,533,657 | 1,505,056 | 1,585,745 | 1,558,874 | 565,021 | 470,624 | 472,918 |
| Equity & Liabilities - NOK ('000) |
Q3 2025 | Q2 2025 | Q1 2025 | 2024 | 2023 | 2022 | 2021 | 2020 |
| Share capital | 501,690 | 501,690 | 501,690 | 501,690 | 501,690 | 53,774 | 45,674 | 45,674 |
| Share premium | 275,592 | 275,592 | 275,592 | 275,592 | 275,592 | 198,485 | 194,940 | 194,940 |
| Other equity | (395,017) | (380,544) | (300,495) | (339,037) | (247,470) | (144,246) | (163,463) | (100,305) |
| Non-controlling interests | (1,012) | (22) | (855) | (851) | (326) | 0 | 0 | 0 |
| Total equity | 381,253 | 396,715 | 475,931 | 437,394 | 529,485 | 108,013 | 77,151 | 140,310 |
| Interest bearing liabilities | 818,620 | 720,731 | 661,674 | 750,433 | 745,370 | 292,741 | 57,413 | 0 |
| Total long-term debt | 818,620 | 720,731 | 661,674 | 750,433 | 745,370 | 292,741 | 57,413 | 0 |
| Current interest-bearing liabilities | 124,765 | 230,711 | 208,617 | 225,200 | 220,867 | 79,287 | 240,707 | 235,908 |
| Trade debt | 157,648 | 136,641 | 117,591 | 136,672 | 39,599 | 75,229 | 55,764 | 92,607 |
| Tax payable | 0 | 0 | 0 | 0 | 0 | 0 | 154 | 75 |
| Other current liabilities | 48,092 | 48,859 | 41,242 | 36,047 | 23,552 | 9,752 | 39,435 | 4,018 |
| Total current liabilities | 330,504 | 416,211 | 367,451 | 397,919 | 284,019 | 164,268 | 336,060 | 332,608 |
| Total liabilities | 1,149,125 | 1,136,942 | 1,029,125 | 1,148,352 | 1,029,389 | 457,009 | 393,473 | 332,608 |
| Total equity & liabilities | 1,530,377 | 1,533,657 | 1,505,056 | 1,585,745 | 1,558,874 | 565,021 | 470,624 | 472,918 |
Source: Company information
| Cash flow statement - NOK ('000) |
Q3 2025 | Q2 2025 | Q1 2025 | 2024 | 2023 | 2022 | 2021 | 2020 |
|---|---|---|---|---|---|---|---|---|
| Result before tax | (15,462) | (79,217) | 38,538 | (92,092) | (8,532) | (57,889) | (63,017) | (156,175) |
| Taxes payables | 0 | 0 | 0 | 0 | (24) | (154) | 50 | 0 |
| Adjustments for non-cash items | 19,197 | 24,811 | 23,262 | 180,153 | (129,947) | (93,362) | 18,208 | 112,867 |
| Adjustments for financing/other non-operating items | 19,003 | 26,645 | 28,138 | 130,122 | 155,219 | 92,231 | 16,095 | 17,202 |
| Changes in working capital | 23,843 | 18,539 | 18,930 | 42,138 | (122,696) | (78,982) | 26,400 | 61,270 |
| Currency effects | 0 | 0 | (68,178) | 0 | 0 | 34,673 | 8,077 | 5,506 |
| Net cash flow from operations | 46,581 | (9,222) | 40,690 | 260,323 | (105,980) | (103,856) | 5,813 | 40,646 |
| Investments | (14,103) | (27,086) | (12,967) | (49,828) | (1,017,410) | (7,277) | 0 | (31,666) |
| Sale of non-current assets | 0 | 0 | 114 | 0 | 240,668 | 0 | 0 | 0 |
| Net cash flow from investments | (14,103) | (27,086) | (12,854) | (49,828) | (776,741) | (7,277) | 0 | (31,666) |
| Paid interest | (16,790) | (24,701) | (26,427) | (124,787) | (79,896) | (51,731) | (2,579) | (9,078) |
| Repayment of borrowings and leases | (105,197) | (798,377) | (37,619) | (89,323) | (369,786) | (291,628) | 0 | (14,084) |
| Proceeds from borrowings | 99,347 | 875,596 | 0 | 0 | 974,805 | 442,744 | (2,636) | 0 |
| Capital increase | 0 | 0 | 0 | 0 | 397,872 | 11,644 | 0 | 10,258 |
| Net cash flow from financing | (22,640) | 52,517 | (64,045) | (214,110) | 922,995 | 111,028 | (5,216) | (12,903) |
| Net change in cash and cash equivalents | 9,838 | 16,210 | (36,210) | (3,616) | 40,273 | 166 | 597 | (3,923) |
| Cash and cash equivalents beginning of period | 17,613 | 1,404 | 37,614 | 41,230 | 957 | 791 | 194 | 4,118 |
| Cash and cash equivalents end of period | 27,451 | 17,613 | 1,404 | 37,614 | 41,230 | 957 | 791 | 194 |

| # | Item | Gross (NOK) |
Net of taxes (NOK) |
Description |
|---|---|---|---|---|
| 1 | Loans from Per Ivar Fagervoll | 11,800,000 | 11,800,000 | Documented personal advances, direct payments to suppliers and unpaid payroll to Fagervoll, to keep the Company operational |
| 2 | Bonus to Per Ivar Fagervoll (2023) | 4,000,000 | 1,920,000 | Bonus payable to Per Ivar Fagervoll. "Net of taxes" illustrates Per Ivar's post-tax income |
| 3 | Bonus to Per Ivar Fagervoll (2024) | 4,000,000 | 1,920,000 | Bonus payable to Per Ivar Fagervoll. "Net of taxes" illustrates Per Ivar's post-tax income |
| 4 | Extra bonus to Per Ivar Fagervoll (2025) | 2,000,000 | 960,000 | Bonus payable to Per Ivar Fagervoll, for efforts made during 2025. "Net of taxes" illustrates Per Ivar's post-tax income |
| 5 | Holiday compensation to Per Ivar Fagervoll | 1,384,401 | 664,513 | Holiday compensation to Per Ivar Fagervoll for unused vacation days |
| 6 | Employee income tax to be paid by Per Ivar Fagervoll | n.a | (1,414,400) | Income tax on unpaid payroll in item 1 |
| Subtotal | 23,184,401 | 15,850,113 | ||
| 7 | Strenghtening of management team | 2,000,000 | n.a | To be deployed at Per Ivar Fagervoll's discretion (either through direct bonus to key management or hiring of additional employees) |
| 8 | Employer's contribution tax |
1,887,201 | n.a | Tax on items 1, 2, 3, 4, and 7 |
| 9 | Bonus to Per Ivar Fagervoll (2025) | 4,000,000 | n.a | Pending approval of 2025 Annual Report |
| 10 | Employer's contribution tax for Per Ivar Fagervoll's 2025 bonus | 564,000 | n.a | Pending approval of 2025 Annual Report |
| Subtotal | 8,451,201 | n.a | ||
| Total | 31,635,602 | n.a |

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