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Klaveness Combination Carriers

Earnings Release Oct 30, 2024

3644_rns_2024-10-30_41c10e67-7c10-4286-81b1-fe25311641cf.pdf

Earnings Release

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Third Quarter 2024

HIGHLIGHTS

  • Q3 2024 EBITDA of USD 32.6 million (Q2 2024: USD 36.2 million) and EBT of USD 21.7 million (Q2 2024: USD 25.1 million)
  • Both KCC's segments outperformed the dry bulk and product tanker markets in the quarter
  • Quite stable CLEANBU TCE earnings of \$38,673/day (Q2 2024: \$39,093/day), despite significantly weaker spot markets
  • CABU TCE earnings of \$29,668/day (Q2 2024: \$37,656/day) impacted by a weaker MR-tanker market and temporary lower caustic soda volume
  • Record low carbon intensity (EEOI 6.1) driven by limited ballasting and high cargo intake (Q2 2024: 6.9)
  • Q3 dividend of USD 0.30 per share amounting to USD 18.1 million (Q2 2024: USD 0.30 per share), marking the 24th consecutive quarterly dividend distribution

"KCC delivered strong results in the quarter amid more challenging markets with substantially weaker product tanker markets. Our CLEANBU vessels returned to more efficient combination trading, positively impacting earnings and emission performance, and both segments outperformed the standard dry bulk and product tanker markets."

  • Engebret Dahm, CEO Klaveness Combination Carriers ASA

Average CABU TCE earnings (\$/day)1

EBITDA (MUSD)

Average CLEANBU TCE earnings (\$/day)1

Profit/(loss) after tax (MUSD)

1 Average TCE earnings \$/day, Return On Capital Employed (ROCE) and Return On Equity (ROE) are alternative performance measures (APMs) which are defined and reconciled in the excel sheet "APM3Q2024" published on the Company's homepage () Investor Relations/Reports and Presentations under the section for the Q3 2024 report. 2 Clarksons, MR (CABU) and LR1 (CLEANBU) tanker multiple calculated based on assumption of one-month advance cargo fixing/«lag»

> FINANCIAL PERFORMANCE

(USD '000) Q3 2024 Q2 2024 Q3 2023 YTD 2024 YTD 2023
Net revenues from vessel operations 48 768 52 303 43 796 154 437 143 714
EBITDA 32 557 36 168 27 912 106 324 98 411
Profit after tax 21 687 25 081 16 311 72 795 61 007
Earnings per share (USD) 0.36 0.41 0.27 1.20 1.09
Total assets 614 451 644 404 627 676 614 451 627 676
Equity 370 113 369 722 353 401 370 113 353 401
Equity ratio1 60% 57% 56% 60% 56%
ROCE annualised1 17% 18% 13% 19% 16%
ROE annualised1 23% 27% 18% 26% 23%
Q3 2024 Q2 2024 Q3 2023 YTD 2024 YTD 2023
Average TCE \$/day1 34 052 38 376 32 214 37 555 34 353
OPEX \$/day1 9 315 9 270 8 961 9 198 8 510
On-hire days 1 432 1 363 1 360 4 112 4 183
Off-hire days, scheduled 38 89 108 257 168
Off-hire days, unscheduled 2 4 4 15 17
% of days in combination trades2 86% 77%* 89% 81% 85%

*% of days in combination trades for Q2 2024 adjusted from 81 % to 77 % compared to Q2 2024 reporting

THIRD QUARTER

EBITDA and Profit after tax for the third quarter ended at USD 32.6 and USD 21.7 million respectively, down from USD 36.2 million and USD 25.1 million previous quarter. Fleet average TCE earnings for the quarter were approximately \$4,300/day lower than in Q2 2024 mainly due to lower CABU TCE earnings impacted by lower caustic soda volumes in the quarter and a weaker product tanker market. Compared to same quarter last year, the financial results strengthened considerably with an increase in EBITDA of 17% and Profit after tax of 33% due to both higher earnings and less off-hire.

Operating expenses increased by USD 0.2 million/2% Q-o-Q mainly due to timing effects for procurement. Service fee, wages and other administrative expenses increased by USD 0.4 million/15% Q-o-Q mainly due to salary adjustments and changes to bonus provisions. Depreciations were in line with last quarter. Net finance cost decreased by USD 0.2 million/6% Q-o-Q mainly due to a gain on terminated cross-currency interest rate swaps.

CAPITAL AND FINANCING

Cash and cash equivalents ended at USD 51.3 million by the end of Q3 2024, a decrease of USD 31.9 million from end of June 2024. The decrease was mainly driven by the repayment of the remaining part of the KCC04 bond issue (USD 20.8 million) in addition to the ordinary cash flow items. The KCC04 bond issue was refinanced in Q3 2023 and Q2 2024.

Total equity ended at USD 370.1 million at the end of Q3 2024, quite flat from end of Q2 2024. Profit after tax of USD 21.7 million was offset by dividends of USD 18.1 million paid during the quarter and other comprehensive income of negative USD 3.2 million. The equity ratio ended at 60.2% per end of Q3 2024, up from 57.4% at the end of Q2 2024 mainly due to lower total assets following the KCC04 bond repayment.

Interest-bearing debt was USD 225.6 million at the end of Q3 2024, down USD 23.1 million from end of Q2 2024 mainly due to repaid bond debt in addition to ordinary debt repayments. The Group had per end of Q3 2024 USD 125.0 million available and undrawn under a long-term revolving credit facilities and USD 8.0 million available and undrawn under a 364-days overdraft facility, the latter falling due in December 2024.

EVENTS AFTER THE BALANCE SHEET DATE

On 29 October 2024, the Company's Board of Directors declared to pay a cash dividend to the Company's shareholders of USD 0.30 per share for the third quarter 2024, in total approximately USD 18.1 million. The dividend equals 92% of adjusted cash flow to equity (ACFE) for the quarter, in line with the company's policy to distribute quarterly dividends of at least 80% of the ACFE (see slide 40 in Q3 Presentation for details).

2 % of days in combination trades = number of days in combination trades as a percentage of total on-hire days. A combination trade starts with wet cargo (usually caustic soda or clean petroleum products), followed by a dry bulk cargo. A combination trade is one which a standard tanker or dry bulk vessel cannot perform. The KPI is a measure of KCC's ability to operate our combination carriers in trades with efficient and consecutive combination of wet and dry cargos versus trading as a standard tanker or dry bulk vessel. There are two exceptions to the main rule where the trade is a combination trade: Firstly, in some rare instances a tanker cargo is fixed instead of a dry bulk cargo out of the dry bulk exporting region where KCC usually transports dry bulk commodities. E.g., the vessel transports clean petroleum products to Argentina followed by a veg oil cargo instead of a grain cargo on the return leg. Secondly, triangulation trading which combines two tanker (drybulk) voyages followed by a dry bulk (tanker) voyage with minimum ballast in between the three voyages (e.g., CPP Middle East-Far East +CPP Far East Australia +Dry bulk Australia-Middle East) are also considered combination trade.

1 Alternative performance measures (APMs) are defined and reconciled in the excel sheet "APM3Q2024" published on the Company's homepage () Investor Relations/Reports and Presentations under the section for the Q3 2024 report.

KCC's fleet of 16 vessels are under technical management of Klaveness Ship Management AS ("KSM"), a company owned by KCC's majority shareholder Rederiaksjeselskapet Torvald Klaveness ("RASTK"). In October 2024, RASTK entered into an agreement with OSM Thome ("OSMT"), a world-leading ship management company, to sell its shares in KSM.

In connection with this sale, shipowning subsidiaries of KCC has entered into new ship management agreements with KSM under ownership of OSMT for its current fleet and newbuildings. In the discussions with OSMT, it has been critical to protect KCC's and KSM's unique competency of operating combination carriers, to safeguard continuity in the operation of KCC's fleet and to protect the integrated operational model based on the close co-operation between KSM and KCC. Under the new ship management agreement with KSM/OSMT, the existing team of ship managers and marine superintendents will continue working exclusively for KCC.

Importance has also been placed on maintaining and protecting the crew pool securing the same dedicated crew onboard KCC's fleet.

Currently, KSM in addition to technical management provides commercial operations and technical project services to KCC. The latter two functions will not be part of the sale and these positions will become a part of the KCC organization.

The new structure and agreements will be effective 1 January 2025.

> THE CABU BUSINESS

Q3 2024 Q2 2024 Q3 2023 YTD 2024 YTD 2023
Average TCE \$/day1 29 668 37 656 37 134 33 934 34 291
OPEX \$/day1 8 521 8 882 7 963 8 620 7 413
On-hire days 735 680 632 2 095 2 032
Off-hire days, scheduled - 45 100 84 140
Off-hire days, unscheduled 1 3 4 13 12
% of days in combination trades2 88% 98% 94% 94% 91%
Ballast days in % of total on-hire days4 12% 13% 10% 10% 12%

Average TCE earnings per on-hire day for the CABU vessels ended at \$29,668/day in Q3 2024 which is down approximately \$8,000/day from the record strong Q2 2024 as the fleet experienced a lower number of caustic soda shipments this quarter as well as a weaker MR-tanker market from the end of Q2 2024 and through Q3 2024, negatively impacting the index-linked caustic soda contracts. However, the CABU fleet traded efficiently with 88% combination trading and 12% ballast for the quarter. TCE earnings for the CABU fleet were slightly above the spot market for standard MR5 tankers in the third quarter (multiple 1.1).

Compared to Q3 2023, TCE earnings in Q3 2024 decreased by approximately \$7,500/day mainly due to a ~10% points lower share of days in tanker trades and less efficient trading.

Average operating expenses of \$8,521/day for the third quarter were down approximately \$360/day from the previous quarter and up approximately \$560/day compared to Q3 2023 mainly due to timing effects of procurement.

The CABU fleet had one unscheduled off-hire day in Q3 2024 and no scheduled off-hire.

> THE CLEANBU BUSINESS

Q3 2024 Q2 2024 Q3 2023 YTD 2024 YTD 2023
Average TCE \$/day1 38 673 39 093 27 938 41 315 34 412
OPEX \$/day1 10 110 9 659 9 959 9 776 9 606
On-hire days 697 683 727 2 017 2 152
Off-hire days, scheduled 38 44 9 173 28
Off-hire days, unscheduled 1 1 - 2 6
% of days in combination trades2 84% 56%* 84% 67% 79%
Ballast days in % of total on-hire days4 11% 18% 17% 17% 18%

*% of days in combination trades for Q2 2024 adjusted from 63 % to 56 % compared to Q2 2024 reporting

The CLEANBU fleet maintained strong TCE earnings in Q3 2024 which ended at \$38,673/day, down approximately \$400/day from last quarter despite a significantly weaker product tanker spot market in the quarter relative to Q2 2024. The strong TCE earnings were backed by high trading efficiency with 84% combination trading and 11% ballast for the quarter. Average TCE earnings for the CLEANBU fleet outperformed the spot market for standard LR15 tanker vessels in the third quarter (multiple 1.3).

Compared to Q3 2023, the TCE earnings were up approximately \$10,700/day, due to both a stronger product tanker market and stronger dry bulk markets.

Average operating expenses for the CLEANBU vessels ended at \$10,110/day, up approximately \$450/day from the previous quarter and up approximately \$150/day compared to the same quarter last year mainly due to somewhat higher maintenance cost this quarter.

The CLEANBU fleet had 38 scheduled off-hire days in Q3 2024 related to dry-docking of two vessels which entered yard in September 2024. Total off-hire days for these two vessels are expected to be 49 and 58 days, respectively, in total 25 days longer than expected in the Q2 Report mainly due to extreme weather and and change of yard.

1 Alternative performance measures (APMs) are defined and reconciled in the excel sheet "APM3Q2024" published on the Company's homepage () Investor Relations/Reports and Presentations under the section for the Q3 2024 report.

2 % of days in combination trades = see definition on page 2

3 Utilisation = (Operating days less waiting time less off-hire days)/operating days

5 Clarksons, MR (CABU) and LR1 (CLEANBU) tanker multiple calculated based on assumption of one-month advance cargo fixing/«lag»

4 Ballast in % of on-hire days = Number of days in ballast /number of on-hire days. Ballast days when the vessel is off-hire are not included.

> MARKET DEVELOPMENT

Average Market Rates with One Month Lag Q3 2024 Q2 2024 Q3 2023 YTD 2024 2023
P5TC dry bulk earning \$/day 15 000 17 000 10 400 15 800 12 600
Average MR Clean tanker earnings \$/day 27 500 35 500 23 700 32 400 31 500
Average LR1 tanker earning \$/day 30 900 41 700 28 800 40 500 39 100
Fuel price USD/mt 610 630 600 620 620

The average Panamax dry bulk earnings decreased from ~\$17,000/ day in Q2 2024 to an average of ~\$15,000/day in Q3 2024 (one month lagged average)1 . The negative development is primarily rooted in a weak trans-Atlantic market, where particularly coal demand has been lacking. Panama Canal normalization which led to additional inflow of vessels meeting the decent front haul demand as well put pressure on rates. Towards the end of the quarter there was also a notable decline in East Coast South America demand for vessels, as the South American soybean season moved towards its end and lost competitiveness against the cheap US grains. The Pacific market was the outlier as it delivered well through the quarter driven by continued strong Chinese and Indian coal demand.

The product tanker market fell back markedly in third quarter. Average LR1 tanker earnings ended at approximately \$30,900/day and MR tankers at approximately \$27,500/day in Q3 2024, compared to \$41,700/day and \$35,600/day for the two segments in Q2 20242 .

The softer Q3 earnings were driven by several factors. Firstly, the tanker demand was hit by both weaker oil demand and weak refinery margins. For example, Chinese oil consumption declined by estimated 0.13mnbbl year-over-year in Q3 according to EIA3 . Secondly, competition from crude tankers cleaning up to do CPP rounds due to the comparatively weak crude market increased supply substantially in the third quarter. Nonetheless, disruptions in the Red Sea and the resulting increased ton-mile of routing vessels around the Cape of Good Hope continued to support overall product tanker demand and earnings were still at healthy levels compared to historical averages.

Caustic soda prices increased compared to Q2 2024 across regions. Producer outages in the US has tightened the market. Firm alumina prices imply high utilization and caustic soda demand from the alumina refinery industry.

Brent crude oil prices weakened from USD 87 per barrel at the end of June 2024 to USD 72 per barrel at the end of September 2024. Average fuel oil price (VLSFO) ended at USD 610/mt (one month lagged) in Q3 2024, a decrease of 3% Q-o-Q.

1 Source: Baltic Dry as of October 2024 (All series lagged by one month to reflect advance cargo fixing)

2 Source: Shipping Intelligence Network and Clarkson's Securities; Average LR1 tanker earnings are MEG-Cont and MED-Japan triangulation; All series lagged by one month to reflect advance cargo fixing)

3 EIA, STEO October 2024

> HEALTH, SAFETY AND ENVIRONMENT

Health, Safety and Envionment Q3 2024 Q2 2024 Q3 2023 YTD 2024 YTD 2023 TARGET
Lost Time Injury Frequency (LTIF)5 0.0 1.1 0.0 0.4 0.0 <0.5
High-risk potential accidents 0 0 2 0 2 0
# of spills of the environment 0 0 0 0 0 0

KCC had zero Lost Time Injury Frequency, no High-risk potential accidents and no spills to the environment in Q3 2024. The High-risk potential accidents KPI is tracked with the purpose of putting focus on and learning from the potential accident to improve safety.

Environmental KPIs Q3 2024 Q2 2024 Benchmark
Q3
Last 12
months
2023 TARGET
2026
CO2-emissions per ton transported cargo per nautical
mile (EEOI) (grams CO2/(tons cargo x nautical
miles))2,6
6.1 6.9 9.3 6.5 6.5 5.3
Average CO2 emission per vessel year (metric tons
CO2/vessel-year)
19 200 19 000 n.a 19 100 18 700 16 900
% of days in combination trades 86% 77%* n.a 82% 85% 85%
Ballast days in % of total on-hire days 11% 16% 34% 13% 14% 10%

*% of days in combination trades for Q2 2024 adjusted from 81 % to 77 % compared to Q2 2024 reporting

The carbon intensity of the KCC fleet improved significantly to reach 6.1, the lowest level ever achieved for a quarter. This was driven by a 19% Q-o-Q drop in CLEANBU EEOI, caused by the high vessel utilization as ballast share for the CLEANBU fleet dropped from 18% in Q2 2024 to 11% in Q3 2024 and average cargo weight when laden increased from 63kt to 67kt. This is mainly explained by substantially higher combination trading, leading to less ballast time, following a significant narrowing of the difference between the product tanker market and the dry bulk market. Higher cargo intake due to higher lotsizes in dry bulk trading had also positive effect on the reported CLEANBU EEOI.

Compared to the CLEANBU fleet's drop in emissions intensity, CABU fleet EEOI was very stable achieving 6.3 in Q3, around the same range as the previous four quarters (6.3-6.4).

The most important factor driving "Average CO2 emission per vessel year" is how much time vessels spend sailing at sea, which was stable Q-o-Q, rising slightly from 59.6% to 60.0%.

4 % of days in combination trades = see definition on page 2.

5 Ballast in % of on-hire days = Number of days in ballast /number of on-hire days. Ballast days when the vessel is off-hire are not included.

6 Benchmark: The EEOI and % ballast for "Benchmark standard vessels" are calculated based on standard vessels (Panamax/Kamsarmax dry bulk vessels, MR-tankers and LR1-tankers) making the same transportation work in the same trades as performed by KCC's CABU and CLEANBU vessels. The EEOI for "Benchmark standard vessels" is calculated as the weighted average of EEOI for the trades performed. There is a degree of uncertainty related to the benchmark values as these are estimated using data from Baltic Exchange and AXS Marine. From Q1 2024 onwards the calculation method for the EEOI has been revised by weighting it based on the transport work instead of the number of voyages in each trade. The change reduces the benchmark of around 0.5 gCO2/tNM in 2024 compared to the previous method.

1 LTIF per 1 million working hour. Lost Time Injuries (LTIs) are the sum of fatalities, permanent total disabilities, permanent partial disabilities and lost workday cases (injuries leading to loss of productive work time). In line with OCIMF (Oil Companies International Marine Forum)

2 EEOI (Energy Efficiency Operational Index) is defined by IMO and represents grams CO2 emitted per transported ton cargo per nautical mile for a period of time (both fuel consumption at sea and in port included).

3 Average CO2 emissions per vessel = total CO2 emissions in metric tons/vessel years. Vessel years = days available – off-hire days at yard. When new vessels are delivered to the fleet, the vessel years are calculated from the date the vessel is delivered.

> OUTLOOK

While both the tanker and dry bulk markets are fundamentally strong with a predictable and historically attractive supply side, the current geopolitical and macroeconomic landscape create shortand medium-term uncertainties and risks. On one hand, disruptions caused by the Red Sea situation and the war in Ukraine drive tonnemile demand in both markets and these disruptions are unlikely to be resolved in the foreseeable future. However, a continued or deepening slowdown in China could dampen global oil demand and demand for coal and iron ore, signalling a potential period of weaker global demand growth for both dry bulk and tanker shipping.

The product tanker market, however, looks likely to strengthen towards the end of the year driven by seasonality and expected lower competition from crude tankers. Demand in the dry bulk market having less seasonal support in the fourth quarter looks likely to moderate relative to the latest quarters.

The Red Sea situation and the geopolitical tensions in the Middle East have to date had no direct financial impact on KCC as the vessels seldom trade through the Red Sea. The Middle East region is an important trading area for KCC and a potential escalation of the situation involving additional countries in the region might have negative financial and operational impact.

For the CABU segment, the caustic soda cargo volume has increased in Q4 2024 compared to Q3 2024, resulting in a better balance between dry and wet cargoes and more efficient combination trading in the quarter. However, a weaker product tanker market to date in Q4 have a negative impact on the CABU Q4 TCE earnings compared to Q3. Based on the current 75% of the CABU days fixed and assuming forward freight pricing (FFA)3 for open days, the CABU TCE earnings guidance for Q4 2024 is \$28,000-29,000/day. The expected number of CABU on-hire days in Q4 2024 is 680. One CABU vessel will dry-dock in Q4 2024 with an estimated 54 days off-hire in Q4.

The annual caustic soda contract renewal discussions are ongoing, and contracts covering most of the CABU fleet's tanker capacity for 2025 are targeted to be booked before the end of the year. The fixed-rate contract earnings are likely to remain at high levels for 2025.

For the CLEANBU segment, market development over the last quarter, in which tanker markets have declined significantly, incentivize combination trading. Based on current fixed days equal to 62% of fleet capacity and assuming FFA3 for the open days, TCE earnings guidance for the CLEANBU fleet is \$31,000-33,000/day. One CLEANBU vessel is employed on time charter until February 2025, secured in early 2023. The estimated split of dry and wet trading for Q4 2024 is 29%/71% and the expected number of CLEANBU on-hire days is 650. Two ongoing CLEANBU dry-dockings will be completed in Q4 with an estimated total of 84 days off-hire in the quarter.

With expected lower rate differences between the dry bulk and tanker markets going forward KCC's combination carriers are expected to prove its superior value creation through its combination trading and look set to deliver premium earnings relative to standard dry bulk and product tankers.

The Board of Directors of

Klaveness Combination Carriers ASA

Oslo, 29 October 2024

Chair of the Board Board member Board member

Ernst A. Meyer Gøran Andreassen Magne Øvreås

Marianne Møgster Brita Eilertsen Engebret Dahm

Board member Board member CEO

1 EIA STEO October 2024

2 Clarksons Research Oil and Tanker Trades Outlook October 2024

3 Source: Klaveness and Baltic Exchange as of October 2024. KMAX dry bulk vessel = P5TC, MR tanker = TC7 TCE, LR1 tanker = TC5 TCE, VLSFO = VSLFO Singapore. Forward TC5/TC7 TCE based on TC5/TC7 FFA assessment and forward VLSFO price.

INCOME STATEMENT

Unaudited Unaudited Audited
USD '000 Notes Q3 2024 Q3 2023 YTD 2024 YTD 2023 2023
Freight revenue 3 63 644 57 794 186 883 190 586 247 542
Charter hire revenue 3 9 084 7 437 32 809 19 851 39 624
Total revenue, vessels 72 728 65 230 219 692 210 437 287 166
Voyage expenses (23 960) (21 434) (65 257) (66 724) (90 362)
Net revenues from operation of vessels 48 768 43 796 154 437 143 714 196 805
Other income 3 540 - 817 - -
Operating expenses, vessels (13 712) (13 190) (40 324) (37 171) (50 237)
Group commercial and administrative services 10 (1 449) (1 233) (4 048) (3 578) (5 403)
Salaries and social expenses (1 079) (1 010) (3 153) (2 923) (4 086)
Tonnage tax (43) (44) (126) (125) (198)
Other operating and administrative expenses (467) (407) (1 277) (1 507) (1 933)
Operating profit before depreciation (EBITDA) 32 557 27 912 106 324 98 411 134 947
Depreciation 4 (7 588) (7 929) (22 639) (24 387) (31 842)
Operating profit after depreciation (EBIT) 24 969 19 983 83 685 74 024 103 105
Finance income 7 2 385 4 940 4 694 8 741 7 533
Finance costs 7 (5 667) (8 612) (15 584) (21 757) (23 739)
Profit before tax (EBT) 21 687 16 311 72 795 61 007 86 899
Income tax expenses - - - - -
Profit after tax 21 687 16 311 72 795 61 007 86 899
Attributable to:
Equity holders of the Parent Company 21 687 16 311 72 795 61 007 86 899
Total 21 687 16 311 72 795 61 007 86 899
Earnings per Share (EPS):
Basic earnings per share 0.36 0.27 1.20 1.09 1.52
Diluted earnings per share 0.36 0.27 1.20 1.09 1.52

STATEMENT OF COMPREHENSIVE INCOME

Unaudited Unaudited Audited
USD '000 Q3 2024 Q3 2023 YTD 2024 YTD 2023 2023
Profit/ (loss) of the period 21 687 16 311 72 795 61 007 86 899
Other comprehensive income to be reclassified to profit or loss
Net movement fair value on cross-currency interest rate swaps (CCIRS) 2 965 (9 042) (840) (3 126) 2 100
Reclassification to profit and loss (CCIRS) (3 424) 5 737 (415) (1 007) (6 044)
Net movement fair value on interest rate swaps (2 441) 408 (2 613) 184 (2 245)
Net movement fair value bunker hedge (265) 413 (193) 433 126
Net movement fair value FFA futures - 43 - 176 247
Net other comprehensive income to be reclassified to profit or loss (3 165) (2 441) (4 061) (3 340) (5 816)
Total comprehensive income/(loss) for the period, net of tax 18 522 13 871 68 734 57 667 81 083
Attributable to:
Equity holders of the Parent Company 18 522 13 871 68 734 57 667 81 083
Total 18 522 13 871 68 734 57 667 81 083

STATEMENT OF FINANCIAL POSITION

ASSETS Unaudited Audited
Notes
USD '000
30 Sep 2024 31 Dec 2023
Non-current assets
Vessels
4
493 291 497 072
Newbuilding contracts
5
18 718 17 591
Long-term financial assets
6
4 350 6 325
Long-term receivables 162 107
Total non-current assets 516 521 521 095
Current assets
Short-term financial assets
6
1 937 1 699
Inventories 12 568 12 123
Trade receivables and other current assets 32 028 24 942
Short-term receivables from related parties 72 110
6
Cash and cash equivalents
51 324 68 071
Total current assets 97 930 106 947
TOTAL ASSETS 614 451 628 041
EQUITY AND LIABILITIES Unaudited Audited
Notes
USD '000
30 Sep 2024 31 Dec 2023
Equity
Share capital 6 977 6 977
Share premium 202 949 202 852
Other reserves 6 726 10 722
Retained earnings
8
153 460 141 147
Total equity 370 113 361 698
Non-current liabilities
Mortgage debt
6
124 626 154 835
Long-term financial liabilities
6
32 657
Long-term bond loan
6
75 802 66 897
Total non-current liabilities 200 460 222 388
Current liabilities
Short-term mortgage debt
6
25 199 25 199
Short-term financial liabilities
6
77 328
Trade and other payables 18 087 17 052
Short-term debt to related parties 387 1 179
Tax liabilities 130 196
Total current liabilities 43 879 43 954
TOTAL EQUITY AND LIABILITIES 614 451 628 041

Third Quarter 2024

The Board of Directors of

Klaveness Combination Carriers ASA

Oslo, 29 October 2024

Ernst A. Meyer Gøran Andreassen Magne Øvreås

Chair of the Board Board member Board member

Marianne Møgster Brita Eilertsen Engebret Dahm

Board member Board member CEO

STATEMENT OF CHANGES IN EQUITY

Attribute to equity holders of the parent

Unaudited

USD '000 Share
capital
Other paid
in capital
Treasury
Shares
Hedging
reserve
Cost of
hedging
reserve
Retained
earnings
Total
Equity 1 January 2024 6 977 202 852 (97) 11 533 (714) 141 147 361 698
Profit (loss) for the period - - - - - 72 795 72 795
Other comprehensive income for the period - - - (4 061) - - (4 061)
Employee share purchase (note 8,9) 97 66 163
Dividends - - - - - (60 482) (60 482)
Equity at 30 September 2024 6 977 202 949 (31) 7 472 (714) 153 460 370 113

Unaudited

USD '000 Share
capital
Other paid
in capital
Treasury
Shares
Hedging
reserve
Cost of
hedging
reserve
Retained
earnings
Total
Equity 1 January 2023 6 235 153 732 (147) 17 352 (714) 121 087 297 545
Profit (loss) for the period - - - - - 61 007 61 007
Other comprehensive income for the period - - - (3 340) - - (3 340)
Private placement May 2023 (note 8) 721 48 619 - - - - 49 340
Warrants (note 8) 21 480 - - - - 501
Employee share purchase (note 8) - 21 50 - - - 71
Dividends - - - - - (51 721) (51 721)
Equity at 30 September 2023 6 977 202 852 (97) 14 011 (714) 130 372 353 401

Audited

USD '000 Share
capital
Other paid
in capital
Treasury
Shares
Hedging
reserve
Cost of
hedging
reserve
Retained
earnings
Total
Equity 1 January 2023 6 235 153 732 (147) 17 352 (714) 121 087 297 545
Profit (loss) for the period - - - - - 86 899 86 899
Other comprehensive income for the period - - - (5 816) - - (5 816)
Private placement May 2023 (note 8) 721 48 619 - - - - 49 340
Warrants (note 8) 21 480 - - - - 501
Employee share purchase (note 8) - 21 50 - - - 71
Dividends - - - - - (66 836) (66 836)
Equity at 31 December 2023 6 977 202 852 (97) 11 533 (714) 141 147 361 698

STATEMENT OF CASH FLOWS

Unaudited Unaudited Audited
USD '000 Notes Q3 2024 Q3 2023 YTD 2024 YTD 2023 2023
Profit before tax 21 687 16 311 72 795 61 007 86 899
Tonnage tax expensed 43 44 126 125 198
Depreciation 4 7 588 7 929 22 639 24 387 31 842
Amortization of upfront fees bank loans 303 319 887 1 486 1 784
Financial derivatives loss / gain (-) 6 (278) 185 283 303 18
Gain /loss on foreign exchange 7 (189) 187 (287) 318 169
Interest income 7 (1 893) (4 940) (4 111) (8 739) (7 246)
Interest expenses 7 5 339 7 921 14 409 19 648 21 481
Change in current assets (7 395) 7 849 (7 493) 14 355 11 985
Change in current liabilities (4 928) 972 (203) 720 (2 539)
Collateral paid/received on cleared derivatives 6 506 (621) (64) 136 (186)
Interest received 7 1 893 2 287 4 111 6 088 4 594
A: Net cash flow from operating activities 22 676 38 443 103 092 119 834 148 999
Acquisition of tangible assets 4 (3 350) (4 068) (18 859) (11 479) (12 843)
Installments and other cost on newbuilding contracts 5 (412) (17 481) (1 127) (17 481) (17 591)
B: Net cash flow from investment activities (3 762) (21 549) (19 986) (28 960) (30 434)
Paid in registered capital increase 8 - - - 49 828 49 828
Transaction costs on capital increase - - - (1 093) (1 093)
Proceeds from long term incentive plan 8 - - 102 27 27
Paid in from exercise of warrants - 501 - 501 501
Transaction costs on issuance of debt 6 - (714) (444) (2 303) (2 303)
Repayment of mortgage debt 6 (6 300) (6 300) (30 900) (157 733) (164 033)
Drawdown of mortgage debt 6 - - - 95 000 95 000
Repurchase bond incl premium (KCC04) 6 (18 259) (55 478) (18 259) (55 478) (55 478)
Proceeds from new bond issue (KCC05) 6 - 47 112 29 203 47 112 47 112
Interest paid 7 (5 634) (5 618) (14 874) (19 506) (21 904)
Termination of interest rate derivatives 6 (2 527) - (2 502) 4 001 4 001
Dividends (18 137) (15 061) (60 482) (51 721) (66 836)
C: Net cash flow from financing activities (50 857) (35 558) (99 853) (91 365) (115 179)
Net change in liquidity in the period (31 943) (18 663) (16 747) (491) 3 386
Cash and cash equivalents at beginning of period 83 267 82 857 68 071 64 685 64 685
Cash and cash equivalents at end of period 51 324 64 194 51 324 64 194 68 071
Net change in cash and cash equivalents in the period (31 943) (18 663) (16 747) (491) 3 386
Cash and cash equivalents 51 324 64 194 51 324 64 194 68 071
Other interest bearing liabilities (overdraft facility) 6 - - - - -
Cash and cash equivalents (as presented in cash flow
statement) 51 324 64 194 51 324 64 194 68 071

NOTES

01 ACCOUNTING POLICIES
02 SEGMENT REPORTING
03 REVENUE AND OTHER INCOME
04 VESSELS
05 NEWBUILDINGS
06 FINANCIAL ASSETS AND LIABILITIES
07 FINANCIAL ITEMS
08 SHARE CAPITAL, SHAREHOLDERS AND
DIVIDENDS
09 LONG-TERM INCENTIVE PLAN
10 TRANSACTIONS WITH RELATED PARTIES
11 EVENTS AFTER THE BALANCE SHEET DATE

Note 1 - ACCOUNTING POLICIES

Corporate information

Klaveness Combination Carriers ASA ("Parent Company"/"the Company"/"KCC") is a public limited liability company domiciled and incorporated in Norway. The share is listed on Oslo Stock Exchange with ticker KCC. The consolidated interim accounts include the Parent Company and its subsidiaries (referred to collectively as "the Group").

The objectives of the Group are to provide transportation for dry bulk, chemical and product tanker clients, as well as to develop new investment and acquire assets that fit the Group's existing business platform. The Group has eight CABU vessels (see note 4) with capacity to transport caustic soda solution (CSS), floating fertilizer (UAN) and molasses as well as all dry bulk commodities, and three CABU vessels under construction. Further, the Group has eight CLEANBU vessels. The CLEANBUs are both full-fledged LR1 product tankers and Kamsarmax dry bulk vessels.

Accounting policies

The interim condensed financial statements of the Group have been prepared in accordance with IAS 34 Interim Financial Reporting. The interim condensed financial statements of the Group should be read in conjunction with the audited consolidated financial statements for the year ended 31 December 2023, which have been prepared in accordance with IFRS Accounting Standards, as adopted by the European Union.

Tax

The Group has subsidiaries in various tax jurisdictions, including ordinary and tonnage tax regimes in Norway and ordinary taxation in Singapore. Income from international shipping operations is tax exempt under the Norwegian tax regime, while financing costs are partly deductible. As such, the Group does not incur material tax expenses.

New accounting standards

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the annual consolidated financial statements of the year ended 31 December 2023 except for the adoption of any new accounting standards or amendments with effective date after 1 January 2024. There was no material impact of new accounting standards or amendments adopted in the period.

Note 2 - SEGMENT REPORTING

Operating income and operating expenses per
segment Q3 2024 Q3 2023
USD '000 CABU CLEANBU Total CABU CLEANBU Total
Total revenue, vessels 36 198 36 530 72 728 32 692 32 539 65 230
Voyage expenses (14 398) (9 562) (23 960) (9 219) (12 215) (21 434)
Net revenues from operations of vessels 21 802 26 968 48 768 23 473 20 323 43 796
Other income - 540 540 - - -
Operating expenses, vessels (6 271) (7 441) (13 712) (5 860) (7 330) (13 190)
Group commercial and administrative services (663) (786) (1 449) (548) (685) (1 233)
Salaries and social expense (494) (586) (1 079) (449) (561) (1 010)
Tonnage tax (20) (24) (43) (25) (19) (44)
Other operating and administrative expenses (213) (253) (467) (181) (226) (407)
Operating profit before depreciation (EBITDA) 14 141 18 418 32 557 16 411 11 500 27 912
Depreciation (3 470) (4 117) (7 588) (3 489) (4 439) (7 929)
Operating profit after depreciation (EBIT) 10 670 14 301 24 969 12 921 7 061 19 983

Reconciliation of average revenue per on-hire day

(TCE earnings \$/day) Q3 2024 Q3 2023
USD '000 CABU CLEANBU Total CABU CLEANBU Total
Net revenues from operations of vessels 21 802 26 968 48 768 23 473 20 323 43 796
On-hire days 735 697 1 432 632 727 1 360
Average TCE earnings (\$/day) 29 668 38 673 34 052 37 134 27 938 32 214
Reconciliation of opex \$/day Q3 2024 Q3 2023
USD '000 CABU CLEANBU Total CABU CLEANBU Total
Operating expenses, vessels 6 271 7 441 13 712 5 860 7 330 13 190
Operating days 736 736 1 472 736 736 1 472
Opex \$/day 8 521 10 110 9 315 7 963 9 959 8 961

NOTE 2 - SEGMENT REPORTING CONT.

Operating income and operating expenses per
segment YTD 2024 YTD 2023
USD '000 CABU CLEANBU Total CABU CLEANBU Total
Total revenue, vessels 110 557 109 135 219 692 106 432 104 006 210 437
Voyage expenses (39 462) (25 794) (65 257) (36 755) (29 968) (66 723)
Net revenues from operations of vessels 71 096 83 341 154 437 69 677 74 038 143 714
Other income 278 540 817 - - -
Operating expenses, vessels (18 895) (21 429) (40 324) (16 190) (20 980) (37 171)
Group commercial and administrative services (1 897) (2 151) (4 048) (1 558) (2 019) (3 578)
Salaries and social expense (1 478) (1 676) (3 153) (1 273) (1 650) (2 923)
Tonnage tax (67) (59) (126) (47) (78) (125)
Other operating and administrative expenses (599) (679) (1 277) (656) (851) (1 507)
Operating profit before depreciation (EBITDA) 48 439 57 887 106 324 49 952 48 460 98 411
Depreciation (10 513) (12 126) (22 639) (10 070) (14 317) (24 387)
Operating profit after depreciation (EBIT) 37 926 45 761 83 685 39 882 34 143 74 024

Reconciliation of average revenue per on-hire day

(TCE earnings \$/day) YTD 2024 YTD 2023
USD '000 CABU CLEANBU Total CABU CLEANBU Total
Net revenues from operations of vessels 71 096 83 341 154 437 69 677 74 038 143 714
On-hire days 2 095 2 017 4 112 2 032 2 152 4 183
Average TCE earnings (\$/day) 33 934 41 315 37 555 34 291 34 412 34 353
Reconciliation of opex \$/day YTD 2024 YTD 2023
USD '000 CABU CLEANBU Total CABU CLEANBU Total
Operating expenses, vessels 18 895 21 429 40 324 16 190 20 980 37 171
Operating days 2 192 2 192 4 384 2 184 2 184 4 368
Opex \$/day 8 620 9 776 9 198 7 413 9 606 8 510

NOTE 2 - SEGMENT REPORTING CONT.

Operating income and operating expenses per segment 2023
USD '000 CABU CLEANBU Total
Total revenue, vessels 145 785 141 380 287 166
Voyage expenses (50 120) (40 242) (90 362)
Net revenues from operations of vessels 95 665 101 139 196 805
Operating expenses, vessels (22 618) (27 618) (50 237)
Group commercial and administrative services (2 433) (2 970) (5 403)
Salaries and social expense (1 840) (2 246) (4 086)
Tonnage tax (100) (98) (198)
Other operating and administrative expenses (870) (1 063) (1 933)
Operating profit before depreciation (EBITDA) 67 804 67 142 134 947
Depreciation (13 476) (18 366) (31 842)
Operating profit after depreciation (EBIT) 54 328 48 776 103 105
Reconciliation of average revenue per on-hire day (TCE earnings \$/day) 2023
USD '000 CABU CLEANBU Total
Net revenues from operations of vessels 95 665 101 139 196 805
On-hire days 2 754 2 872 5 626
Average TCE earnings (\$/day) 34 742 35 214 34 983
Reconciliation of opex \$/day 2023
------------------------------- ------
USD '000 CABU CLEANBU Total
Operating expenses, vessels 22 618 27 618 50 237
Operating days 2 920 2 920 5 840
Opex \$/day 7 746 9 458 8 602

NOTE 3 - REVENUE AND OTHER INCOME

Revenue types

USD '000 Classification Q3 2024 Q3 2023 YTD 2024 YTD 2023 2023
Revenue from COA contracts Freight revenue 48 958 48 115 122 753 140 286 138 880
Revenue from spot voyages Freight revenue 14 686 9 679 64 130 50 300 108 662
Revenue from TC contracts Charter hire revenue 9 084 7 437 32 809 19 851 39 624
Total revenue, vessels 72 728 65 230 219 692 210 438 287 166

Other income

USD '000 Classification Q3 2024 Q3 2023 YTD 2024 YTD 2023 2023
Other income Other income 540 - 817 - -
Total other income 540 - 817 - -

Other income of USD 0.5 million in Q3 2024 consists of compensation from loss of hire insurance.

NOTE 4 - VESSELS

Vessels
USD '000 30 Sep 2024 31 Dec 2023
Cost price 1.1 755 564 742 721
Dry-Docking 8 116 4 959
Energy efficiency upgrade 9 332 7 566
Technical upgrade 1 412 319
Costprice end of period 774 423 755 564
Acc. Depreciation 1.1 258 492 226 650
Depreciation vessels 22 639 31 842
Acc. Depreciation end of period 281 131 258 492
Carrying amounts end of period* 493 291 497 072

*) carrying value of vessels includes dry-docking

16 16
25 25
2 -3 2 -3
Straight-line Straight-line

Reconciliation of depreciations

USD '000 Q3 2024 Q3 2023 YTD 2024 YTD 2023 2023
Depreciation vessels 7 588 7 929 22 639 24 387 31 842
Depreciations for the period 7 588 7 929 22 639 24 387 31 842

ADDITIONS

Three vessels have completed dry-dock so far in 2024, two CLEANBU vessels will complete dry-dock in Q4 2024 and oneCABU vessel is planned for dry-dock in the last quarter of 2024. Total costs of USD 8.1 million have been recognized year-to-date 2024 (whereof Q3 USD 0.8 million). Technical upgrades of USD 1.4 million (USD 0.3 million in Q3) and energy efficiency upgrades of USD 9.3 million(USD 2.2 million in Q3) are related to general improvement of the technical performance of the vessels and energy efficiency initiatives, the latter deducted by grants from ENOVA. KCC has secured in total approximately USD 1.4 million in grants from ENOVA to finance investments in energy saving solutions for one CABU vessel and one CLEANBU vessel. Both vessels have completed dry-docking and the full USD 1.4 million is capitalized as of 30 September 2024.

IMPAIRMENT

Identification of impairment indicators are based on an assessment of development in market rates (dry bulk, MR tanker, LR1 tanker and fuel), TCE earnings for the fleet, vessel opex, operating profit, technological development, change in regulations, interest rates and discount rate. Rises in interest rates in isolation, increase the discount rate used in the calculation of recoverable amount. As previous sensitivity analysis of recoverable amount shows that the decrease in recoverable amount is unlikely to result in a material impairment loss, as per IAS 36.16, this has not been considered an impairment indicator. Expected future TCE earnings for both CABUs and CLEANBUs, diversified market exposure, development in secondhand prices and the combination carriers' trading flexibility support the conclusion of no impairment indicators identified as per 30 September 2024.

1 ENOVA = A Norwegian government enterprise responsible for promotion of environmentally friendly production and consumption of energy

NOTE 5 - NEWBUILDINGS

(USD '000) 30 Sep 2024 31 Dec 2023
Cost 1.1 17 591 -
Yard installments paid - 17 205
Other capitalized cost 1 127 386
Net carrying amount 18 718 17 591

The Group had per 30 September 2024 three CABU combination carrier newbuilds on order at Jiangsu New Yangzi Shipbuilding Co., Ltd in China. The contract price is USD 57.4 million per vessel and delivery cost will include costs for change orders, supervision and project management fee, upstoring costs and energy efficiency investments. The expected delivery of the vessels is Q1-Q3 2026.

Instalments of USD 17.2 million were paid as of third quarter 2024. The newbuilds are partly financed through equity raised in 2024 and cash on the balance sheet, and there were no borrowings related to the newbuilds as of 30 September 2024.

NOTE 6 - FINANCIAL ASSETS AND LIABILITIES

In July 2024, KCC exercised the call option to voluntary early redeem all outstanding bonds under the Klaveness Combination Carriers ASA FRN Senior Unsecured NOK 700,000,000 Bonds 2020/2025 (KCC04). KCC has held NOK 508.5 million of the outstanding bonds after a repurchase of the KCC04 bond issue in September 2023. The redemption price was 100.75% of the nominal amount for each redeemed bond plus accrued and unpaid interest. All related swaps are terminated (note 7).

USD '000

Mortgage debt Description Inerest rate Maturity Carrying amount
DNB/SEB/SRB/SPV Facility** Term Loan/RCF, USD 190 million Term SOFR + 2.1 % June 2028 78 796
Nordea/Credit Agricole Facility* Term Loan/RCF, USD 60 million Term SOFR + 2.25 % March 2027 17 647
Nordea/Danske Facility/* Term Loan, USD 80 million Term SOFR + CAS + 2.1 % December 2026 56 058
Capitalized loan fees (2 676)
Mortgage debt 30 Sep 2024 149 825

* Potential margin adjustments up to +/- 10 bps once every year based on sustainability KPIs.

** Potential margin adjustments up to +/- 5 bps once every year based on sustainability KPIs.

*** CAS= Credit Adjusted Spread. For three months Term SOFR, the CAS is approx 0.26%

The Group has available undrawn long-term revolving credit facilities of USD 125 million and USD 8 million available capacity under a 364 days overdraft facility.

USD '000 Face value Carrying Amount
Bond loan NOK'000 Maturity 30 Sep 2024
KCC04 700 000 11.02.2025 76 390
Realized exchange rate gain at buyback
Buyback KCC04 (Q3 2024) (191 500) (21 411)
Buyback KCC04 (Q3 2023) (508 500) (54 978)
Sum KCC04 - -
KCC05 800 000 05.09.2028 75 088
Exchange rate adjustment 644
Capitalized expenses (1 035)
Bond Premium 1 106
Sum KCC05 800 000 75 802
Total bond loan 800 000 75 802

As per 30 September 2024, USD 71k of the Group's total cash balance was classified as restricted cash. The restricted cash consists of employee tax withholding.

The Group is subject to certain financial covenants and other undertakings in financing arrangements. As per 30 September 2024 the Group was in compliance with all financial covenants. For further details on covenants please see the 2023 Annual Report.

NOTE 6 - FINANCIAL ASSETS AND LIABILITIES CONT.

USD '000 Fair value Carrying amount Carrying amount
Interest bearing liabilities 30 Sep 2024 30 Sep 2024 31 Dec 2023
Mortgage debt 127 302 127 302 158 201
Capitalized loan fees - (2 676) (3 367)
Bond loan 78 361 75 732 67 777
Bond premium - 1 106 -
Bond discount - - (82)
Capitalized expenses bond loan - (1 035) (797)
Total non-current interest bearing liabilties 205 663 200 429 221 732
Mortgage debt, current 25 199 25 199 25 199
Total interest bearing liabilities 230 862 225 628 246 931

USD '000

Financial assets 30 Sep 2024 31 Dec 2023
Financial instruments at fair value through OCI
Cross-currency interest rate swap 1 372 1 891
Interest rate swaps 4 868 5 762
Fuel Hedge - 87
Financial instruments at fair value through P&L
Forward currency contracts 48 285
Financial assets 6 288 8 025
Current 1 937 1 699
Non-current 4 350 6 326
USD '000
Financial liabilities 30 Sep 2024 31 Dec 2023
Financial instruments at fair value through OCI
Cross-currency interest rate swap 108 985
Financial liabilities 108 985
Current 77 328
Non-current 32 657

NOTE 7 - FINANCIAL ITEMS

USD '000

Finance income Q3 2024 Q3 2023 YTD 2024 YTD 2023 2023
Other interest income 1 893 2 287 4 111 6 087 4 594
Gain on currency contracts 12 - 5 - 285
Gain on terminated cross-currency swaps 291 2 652 291 2 652 2 652
Other financial income - - 1 1 1
Gain on foreign exchange 189 - 287 - -
Finance income 2 385 4 940 4 694 8 741 7 533

USD '000

Finance cost Q3 2024 Q3 2023 YTD 2024 YTD 2023 2023
Interest expenses mortgage debt 3 056 3 635 8 195 12 262 13 590
Interest expenses bond loan 1 798 1 890 5 099 4 630 5 756
Amortization capitalized fees on loans 303 319 887 1 486 1 784
Other financial expenses 485 2 396 1 115 2 756 2 135
Loss on currency contracts 26 - 288 - -
Fair value changes interest rate swaps - 185 - 303 303
Loss on foreign exchange - 187 - 318 169
Finance cost 5 667 8 612 15 584 21 757 23 739

Other financial expenses of USD 0.5 million in Q3 2024 include commitment fees of USD 0.3 million and USD 0.2 million in costs related to repurchase of KCC04. Other financial income of USD 0.3 million in Q3 is from gain on terminated cross-currency interest rate swaps.

In 2024, other interest income from hedged swaps are reclassified to interest expense mortgage debt and interest expenses bond loan. The reclassification has no net effect on the Profit and Loss.

NOTE 8 - SHARE CAPITAL, SHAREHOLDERS AND DIVIDENDS

Dividends of USD 18.1 million were paid to the shareholders in September 2024 (USD 0.30 per share). A total of USD 60.5 million in dividends were paid to shareholders during the first three quarters of 2024.

On 15 May 2024, employees in the Company purchased in total 20 295 shares in KCC through the Company's LTIP program, where 10 000 shares were purchased by the CEO. The Company used Treasury shares to settle the transactions. In connection to these share purchases, the employees were awarded 60 525 share options in the Company of which 30 000 options were awarded to the CEO. As of 30 September 2024, the CEO, Engebret Dahm, holds 60 000 options in the Company (note 9).

Q3 2024 Q3 2023 YTD 2024 YTD 2023 2023
Weighted average number of ordinary shares for basic EPS 60 451 948 60 264 590 60 441 777 55 849 948 56 996 430
Share options (note 9) 101 025 67 200 71 137 40 609 43 717
Warrants - 162 842 - 207 006 155 255
Weighted average number of ordinary shares for the effect
of dilution
60 552 973 60 494 632 60 512 914 56 097 563 57 195 402

NOTE 9 - LONG-TERM INCENTIVE PLAN

The Board proposed a Long-Term Incentive Plan (LTIP) that was approved by the General Meeting in April 2023. Details on options granted and fair value calculation are described in Annual report 2023, note 17, published on the Company's homepage () under "Investor Relations/Reports and Presentations."

On 21 May 2024, employees of the Company purchased in total 20 295 shares in KCC as part of the Company's long term incentive program (of which the CEO, Engebret Dahm, purchased 10 000 of the total shares). The shares were acquired at a price of NOK 85.70 per share. The Q3 effect of the equity settled share-based payment is an increase in equity of USD 0.2 million.

In connection with the share purchases in May 2024, and in accordance with the terms of the LTIP, employees were awarded 60 525 share options in KCC (of which the CEO, Engebret Dahm, was awarded 30 000 share options) at a strike price of NOK 107.10, adjusted for any distribution of dividends made before the relevant options are exercised. The share purchases are partly financed through loans. As of Q3 2024, the CEO, Engebret Dahm, has loans of USD 0.1 million in relation to the share purchase part of the LTIP (Annual Report 2023, note 7).

The fair value of the share options granted on 21 May 2024 was calculated based on the Black-Scholes Merton method. The key assumptions used to estimate the fair value of the share options are set out below:

Model inputs
Dividend yield (%) 14%
Expected volatility (%)* 28%
Risk-free interest rate (%)** 6.80%
Expected life of share potions (year) 5
Weighted average share price (NOK) 105

*The expected volatility reflects the assumption that the historical shipping industry average is indicative of future trends, which may not necessarily be the actual outcome.

**We used the average five-year Norwegian Government bond risk-free yield-to-maturity rate of 6.8% as of May 2024 as an estimate for the risk-free rate to match the expected five-year term of the share options.

The following table summarizes the option activity as per 30 September 2024:

Average exercise price 2024 2023
Opening balance beginning of period 40 500 65 280
Granted during the year NOK 69.5 60 525 40 500
Exercised during the year - (65 280)
Forfeited during the year - -
Expired during the year - -
Closing balance end of period 101 025 40 500

The fair value of the share options granted is calculated to USD 119k, i.e. USD 1.91 per share option. The cost to be recognized in 2024 is USD 12k.

NOTE 10 - TRANSACTIONS WITH RELATED PARTIES

USD '000

Type of services/transactions Provider1 Price method Q3 2024 Q3 2023 YTD 2024 YTD 2023 2023
Business adm. services KAS Cost + 5% 623 580 1 745 1 461 1 944
Business adm. services KA Ltd Cost + 5% 15 20 51 114 139
Business adm. services KD Priced as other Cargovalue services 3 - 9 - 5
Commercial services KAD* Cost + 7.5% 189 217 445 217 381
Commercial services KDB Cost + 7.5% 57 81 153 223 293
Commercial services KSM Cost + 7.5% 193 216 650 662 990
Board member fee KD Fixed fee as per annual general
meeting
- (6) (12) (18) (24)
Project management KSM Cost + 7.5% 368 124 1 007 917 1 674
Total group commercial and administrative services 1 449 1 233 4 048 3 578 5 403

Some bunker purchases are done through AS Klaveness Chartering which holds the bunker contracts with suppliers in some regions. No profit margin is added to the transactions, but a service fee is charged based on time spent (cost +7.5%) by the bunkering team in KDB and charged as part of the commercial services from KDB.

*Two employees were transferred from Singapore to Dubai from 1 August 2023. KCC does not have set-up in Dubai and the employees have hence been transferred from a KCC company to a related company in the Torvald Klaveness Group and are hired back by a KCC company at cost + 7.5%. The amount includes salary and employee bonus.

USD '000

Type of services/transactions Provider1 Price method Q3 2024 Q3 2023 YTD 2024 YTD 2023 2023
Technical mngmnt fee (opex) KSM Fixed fee per vessel 1 053 1 002 3 158 3 007 4 117
Crewing and IT fee (opex) KSM Fixed fee per vessel 431 377 1 292 1 100 1 496
Board member fee
(administrative expenses)
KAS Fixed fee as per annual general
meeting
19 20 58 60 80
Total other services/ transactions 1 503 1 400 4 507 4 167 5 693

NOTE 11 - EVENTS AFTER THE BALANCE SHEET DATE

On 29 October 2024, the Company's Board of Directors declared to pay a cash dividend to the Company's shareholders of USD 0.30 per share for third quarter 2024, in total approximately USD 18.1 million.

KCC's fleet of 16 vessels are under technical management of Klaveness Ship Management AS ("KSM"), a company owned by KCC's majority shareholder Rederiaksjeselskapet Torvald Klaveness ("RASTK"). In October 2024, RASTK entered into an agreement with OSM Thome ("OSMT"), a world-leading ship management company, to sell its shares in KSM.

In connection with this sale, shipowning subsidiaries of KCC have entered into new ship management agreements with KSM under ownership of OSMT for its current fleet and newbuildings. In the discussions with OSMT, it has been critical to protect KCC's and KSM's unique competency of operating combination carriers, to safeguard continuity in the operation of KCC's fleet and to protect the integrated operational model based on the close co-operation between KSM and KCC. Under the new ship management agreements with KSM/OSMT, the existing team of ship managers and marine superintendents will continue working exclusively for KCC.

Importance has also been placed on maintaining and protecting the crew pool securing the same dedicated crew onboard KCC's fleet.

Currently, KSM in addition to technical management provides commercial operations and technical project services to KCC. The latter two functions will not be part of the sale and these positions will become a part of the KCC organization.

The new structure and agreements will be effective 1 January 2025.

There are no other events after the balance sheet date that have material effect on the Financial Statement as of 30 September 2024.

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