Nekkar ASA Annual integrated report 2024

Disruptive technologies — sustainable results

Photo: Saab

CEO letter
Company highlights
About Nekkar
The Board of Directors
The Board of Directors’ report
Corporate governance
Material topics
Consolidated financial statements
Parent company financial statements
Auditors’ report
Statement on compliance
Appendices
Remuneration report

Nekkar is an industrial company builder focused on ocean-based technology with a diversified exposure to defence, aquaculture, offshore energy and maritime industries.

NEKKAR ANNUAL REPORT 2024

CEO LETTER

Growing to new record levels

Nekkar delivered another year with record-high revenue of 624 MNOK, driven by both organic growth and acquisitions. Consequently, we announced a NOK 2+ billion revenue ambition in 2027.

Nekkar is an industrial long-term owner of ocean- based technology companies. The company invests in and develops technology businesses within sustainable oceans, robotics and intelligent logistics, and digital solutions. With a 50-year industrial heritage from Syncrolift, Nekkar applies an active buy-to-own strategy to build long-term value. The group supports empowered operating companies with a strong balance sheet and reinvests strategically to ensure profitability and sustainable growth. As a publicly listed company, Nekkar has a proven track record of shareholder value creation through disciplined M&A, financial management, and capital allocation.

At year-end 2024, our portfolio consisted of five companies: Syncrolift, Intellilift, Techano Oceanlift, FiiZK and Globetech. The latter became part of the Nekkar family in the autumn of 2024. We also develop our own impact technology ventures, such as SkyWalker, where we capitalise on key competencies across the Nekkar group.

Syncrolift, which is a global market leader within shiplifts and ship transfer systems, is Nekkar’s biggest business and revenue contributor. Although Syncrolift’s revenue showed a small decline in 2024, primarily linked to loss of some tenders, the team continues to impress me with their ability to deliver according to strict customer demands. 2024 was no different as Syncrolift successfully completed projects in both India and United Arab Emirates, and delivered a small increase in service revenue, resulting in a solid EBITDA margin of 24 percent in 2024. Syncrolift won strategically important contracts during 2024, including important contracts to deliver shiplifts and ship transfer systems for submarines in both Norway and Germany plus an engineering design contract for a shiplift and transfer system at a shipyard in Chile.

We currently live in a world with substantial geopolitical uncertainty. Consequently, analyses show that global defence and naval spending is expected to grow in the coming years. Syncrolift is the market leader in naval contracts and is uniquely positioned to capitalise on growing naval industry investments. In 2024, more than 50% of Syncrolift’s revenue is related to defense and naval projects, delivering shiplifts and transfer systems used for the construction, repair, and maintenance of naval vessels.

Investment levels in offshore energy continues to be high, but the oil and gas industry is still under pressure to improve operations and reduce its environmental footprint. This creates opportunities for Nekkar’s second oldest portfolio company, Intellilift, which delivers industrial software solutions that are focused on digitalising workflows through automation and remotely controlled systems for drilling and offshore load handling. Intellilift grew its revenue by almost 30 percent in 2024, to NOK 44 million and an EBITDA-margin of 12 percent for the full year. A key achievement was the successful implementation of a drilling automation solution on board the Transocean Norge drilling rig. This has enabled simultaneous fully automated online drilling, tripping, and offline stand-building operations, which have gained international recognition. Intellilift were subsequently awarded several new, drilling industry contracts during 2024.

The challenging position in Nekkar’s 2024 financial performance was Techano Oceanlift, which is a provider of intelligent load handling systems, such as heave compensated cranes and gangways, as well as live fish transfer systems to offshore fish farms. The main reason is well known: Soft margins on market entry projects that were required to establish trust in the company’s solution. In addition, there have been some one-off cost for new/first deliveries. The company doubled its revenue to NOK 64 million in 2024, but with a weak EBITDA-margin of -16 percent. On the positive side, Techano Oceanlift’s offshore crane deliveries are progressing well, resulting in a successful factory acceptance test of its first 70-tonnes crane in early 2025. This was followed by a new contract award from the same shipyard in March 2025, for a second 150-tonnes crane, verifying the trust both the shipowner and shipyard have in Techano Oceanlift’s solutions.

We also added a new company to our portfolio in 2024. In August, we completed the acquisition of a 67 percent ownership share of fast-growing and profitable maritime connectivity and digital service provider Globetech. Final EV/EBITDA 2024 multiple firmed up at attractive 5.5x. Globetech offers complete solutions for onboard network infrastructure including hardware, tailored solution architecture and system integration for satellite communications, and develops software and customised information and communication technology solutions that focuses on cybersecurity to ensure secure and continuous operations. Globetech’s customers include shipowners and ship management companies within the shipping and offshore industries. It is our view that Globetech fits perfectly within Nekkar. Both companies operate in the maritime and offshore industries, both use digitalization and software as key enablers to achieve a higher proportion of recurring revenue, and both deliver strong EBITDA margins. In sum, Globetech constitutes a solid platform for us, and the company’s strong 2024 performance emphasised this. Globetech delivered 2024 revenue of NOK 93 million, up 30 percent year-on-year, and a strong EBITDA- margin of 24 percent. The company was consolidated into Nekkar from 15 August 2024.

Nekkar is also exposed to the aquaculture industry through our associated company FiiZK, where we have a 39 percent ownership share. FiiZK completed the sale of two non-core business divisions during the third quarter of 2024. The sales were part of a streamlining where FiiZK will focus on unconventional farming methods including closed and semi-closed cages for fish farming. The sales provided substantial positive one-off financial effects for FiiZK in 2024. Another highlight for FiiZK was a breakthrough contract to deliver two large, “Protectus” closed fish cages to a Norway-based fish farmer. FiiZK is experiencing significant market interest in closed fish cage technology, particularly for post-smolt production. Because growing post-smolt in a closed cage environment, with protection against sea lice, escapes and predator attacks as well as generally increased fish welfare, enables fish farmers to release a much more robust fish into its ocean net pens. In addition, “Protectus” already meets all requirements under the Norwegian authorities’ proposed new “Miljøfleksordningen”-regulations. This could open up further opportunities for the company.

As a result of the significant progress made in our portfolio companies in recent years, we announced new medium-term ambitions and our strategic priorities in November 2024. The plan is to continue the development and organic growth of Nekkar’s current operating companies, and to develop a strategically balanced Nekkar portfolio through M&A activity. This will be underpinned by solid underlying operations with focus on profitability, cash flow generation and disciplined capital allocation. Nekkar currently owns five companies. By 2027 the company plans to increase this to 6-8 companies. The ambition is to reach NOK 2+ billion in revenue in 2027. Revenue for 2024 for Nekkar’s four operating companies and its associated company FiiZK was NOK 838 million (including full year effect of Globetech). The favourable outlook we currently see in our portfolio companies’ market segments have made me even more confident in realising this NOK 2+ billion revenue objective.

Finally, this is Nekkar’s second integrated report, where our annual report and financial accounts are integrated with our environmental, social and governance (ESG) improvement efforts. I hope you will take some time to study how sustainability and profitability are interlinked in Nekkar and our portfolio companies.

Yours sincerely,

Ole Falk Hansen
CEO of Nekkar

NEKKAR ANNUAL REPORT 2024

COMPANY HIGHLIGHTS 2024

Company highlights 2024

Metric	Value
REVENUE	NOK 624 MILLION
+8% vs 2023
100% of new suppliers screened using social criteria
EBITDA	NOK 92 MILLION
-15% vs 2023
46% of Nekkar 2024 revenue was towards defence
NEKKAR announced ambition to reach NOK 2+ billion in revenue in 2027
Acquisition of GLOBETECH, a maritime connectivity and digital service provider
NOK ~350 million in new shiplift and ship transfer system contracts, including new service agreements, for SYNCROLIFT
Successful streamlining and turnaround of aquaculture industry supplier FIIZK, plus breakthrough contract for Protectus closed fish cage

NEKKAR ANNUAL REPORT 2024

About Nekkar

Nekkar is an industrial company builder focused on ocean-based technology. The company invests in and develops technology businesses within sustainable oceans, robotics and intelligent logistics and digital solutions. With a 50-year industrial heritage from Syncrolift, Nekkar applies an active buy-to-own strategy to build long-term value.# NEKKAR ANNUAL REPORT 2024

ABOUT NEKKAR

The group supports empowered operating companies with a strong balance sheet and reinvests strategically to ensure profitability and sustainable growth. As a publicly listed company, Nekkar has a proven track record of shareholder value creation through disciplined M&A, financial management, and capital allocation. Nekkar ASA is the holding company in the Nekkar Group, which is headquartered in Kristiansand, Norway. The company is listed on Oslo Stock Exchange with the ticker code NKR. For more information about Nekkar, visit our website: www.nekkar.com.

UN Sustainable Development Goals

Nekkar supports the UN’s Sustainable Development Goals (UN SDGs). The company is implementing activities and initiatives relating to four of the SDGs, where the company has the potential to make the biggest contribution:

Nekkar promotes equal opportunities for employees regardless of their gender, age, ethnic or cultural background. Nekkar’s employees should be treated with respect and the company shall ensure a safe and healthy working environment for everyone.
Designing and adapting our products to foster innovation and the development of sustainable technology is a key consideration in Nekkar’s product development. An example is the wind turbine installation and service tool SkyWalker. This innovation has the potential to increase efficiency and decrease the environmental footprint of installing and maintaining wind turbines.
The ocean represents a highly significant resource in terms of food, energy and value creation and has a high priority in our efforts to ensure a sustainable future. Nekkar’s business operations are closely linked to the sea as our products are designed for the maritime and marine industries. Our goal is to design and produce products that can contribute positively to development in marine areas.
Nekkar aims to promote and maintain the highest ethical standards to create a trust-based relationship with our stakeholders. The company shall comply with relevant laws and regulations, act in an ethical, sustainable and socially responsible manner and otherwise practice good corporate governance.

Nekkar has a global presence with projects all over the world

Locations

Nekkar comprises six businesses: Syncrolift, Intellilift, Techano Oceanlift, Globetech (acquired in 2024), and our Impact Technology Ventures arm which includes the SkyWalker project. Nekkar is also one of two leading shareholders of the associated company FiiZK.

75 Kristiansand (headquarter) Intellilift, Techano Oceanlift, Globetech, Impact Technology Ventures
2 Singapore Syncrolift
1 India Syncrolift
4 Dubai Syncrolift
47 Vestby Syncrolift

Employees by location
7575

ORDERS AND RESULTS (MNOK)

	2024	2023	2022	2021	2020	2019
Order backlog	744	803	824	838	1 146	778
Order intake	473	478	277	113	701	396
Revenue	624	575	388	480	359	267
EBITDA	92	109	67	145	70	51
EBITDA margin %	14.8%	18.9%	17.4%	30.1%	19.5%	19.0%

BALANCE SHEET (MNOK)

	2024	2023	2022	2021	2020	2019
Total assets	819	601	507	451	558	416
Total equity	489	427	351	316	203	234
Equity ratio % (total equity/total assets)	59.7%	71.1%	69.2%	70.1%	36.5%	56.1%

SHARE (NOK)

	2024	2023	2022	2021	2020	2019
Share price 31 December	10.05	9.25	6.10	9.97	6.02	2.05
Basic earnings per share 2)	0.82	0.78	0.30	1.04	-0.33	1.90

EMPLOYEES

	2024	2023	2022	2021	2020	2019
No. of employees 31 December 3)	129	92	73	62	54	50
Sick-leave rate %	3.7%	2.4%	3.4%	2.2%	1.6%	0.7%

1) As the IFRS regulations do not define order backlog/intake/ EBITDA the number should be considered as an APM
2) Basic earnings per share are based on net profit for the year attributable to ordinary equity holders of the parent company
3) 2022-2024 figures include hired in personnel

Key figures

624 REVENUE MNOK
819 TOTAL ASSETS MNOK
92 EBITDA MNOK
489 TOTAL EQUITY MNOK
14.8 EBITDA MARGIN PERCENT
205 CASH POSITION MNOK
129 NO. OF EMPLOYEES 31 DEC
3.7 SICK-LEAVE RATE PERCENT

Membership assosiations

Portfolio

OPERATING COMPANIES

Techano Oceanlift

Globetech

Globetech provides ICT (information and communication technology) infrastructure, connectivity and support services to the global maritime sector. The company offers complete solutions for onboard network infrastructure including hardware, tailored solution architecture and system integration for satellite communications, and develops software and customized ICT solutions that focuses on cybersecurity to ensure secure and continuous operations.

Intellilift

Syncrolift

Syncrolift has been a significant player in the shipyard market for more than five decades. The company invented the production lines for building ships efficiently on assembly lines. It also invented innovative solutions for heavy load handling of ships.

IMPACT TECHNOLOGY VENTURES

SkyWalker

Nekkar is developing the SkyWalker — a disruptive installation tool and service based on offshore lifting systems that will significantly reduce the cost and environmental footprint associated with wind turbine installations and major component replacements.

ASSOCIATED COMPANIES BELOW 50% OWNERSHIP

FiiZK

Syncrolift

The safer choice in shiplifts

Syncrolift has been a market leading player in the shipyard market for more than five decades. It invented the production lines for building ships efficiently on assembly lines. The company also invented innovative solutions for heavy load handling of ships. Since Syncrolift entered the shiplift market ten years ago, the company have won more than 60 percent of the shiplift and transfer market, a market share more than twice that of number two in our business. Syncrolift supplies the market’s safest and most reliable shiplifts and always make sure to stay close to customers worldwide. Syncrolift recognise the significance of time and cost efficiency for its customers. Regardless of their location worldwide, customers can rely on having a nearby Syncrolift service office, dedicated to providing 24/7 support.

A RELIABLE DEFENCE SUPPLIER

With the above mentioned contract awards from Thyssenkrupp and the Norwegian Defence Estate Agency, Syncrolift further develops its position as a supplier to a growing defence sector. Being the only shiplift manufacturer with experience from providing total solutions for submarine handling, including lifts and transfer systems, Syncrolift is proud of its proven naval legacy and will continue to build on its long track record of successful naval projects.

SYNCROLIFT IN BRIEF

Head office: Vestby, Norway
Manager: Rolf-Atle Tomassen
Employees: 54

KEY HIGHLIGHTS 2024

Signed new contracts, both newbuild, upgrades and service agreements, worth approximately NOK 392 million, demonstrating its global competitiveness. Contracts include:
- Design of 5,000 t shiplift and transfer system to ASMAR in Chile, plus option for equipment delivery of systems
- Five-year maintenance contract of ship transfer system at Indian Navy’s ship repair yard in Karwar
- Package of ship transfer systems to Dubai Maritime City
- Service agreement with Dubai Maritime City for two shiplifts and transfer systems
- Contract award from Norwegian Defence Estate Agency for delivery of a shiplift
- Contract award from Thyssenkrupp Marine Systems to upgrade ship transfer system for submarines
Continued service revenue growth with NOK 92 million for the year, representing 19% of total revenue

FINANCIAL FIGURES (MNOK)

	2024	2023	2022
Revenue	491	515	383
EBITDA	119	132	93
EBITDA margin%	24.2%	25.6%	24.2%
Profit after tax	86	109	62

Intellilift

Digital performance improvement

The foundation of Intellilift’s business is superior engineering, electrification, automation, and digitalisation competence with heritage from “Drilling Bay” in Kristiansand, Norway. Intellilift applies this competence across the Nekkar group as well as to external clients. Leading the way in data driven performance improvement for the offshore energy and other industries, including aquaculture, Syncrolift and the renewables industry. Automation and remote operations, including robotisation, are key elements in Intellilft’s technology. Intellilift enables its customers for the digital transformation by use of Cloud solutions and SaaS models.# INTELLILIFT

INTELLILIFT IN BRIEF

Head office: Kristiansand, Norway
Manager: Stig Trydal
Employees: 20

FINANCIAL FIGURES (MNOK)

	2024	2023	2022
Revenue	44	34	22
EBITDA	5	6	4
EBITDA margin %	12.0%	18.3%	17.9%
Profit after tax	4	4	2

KEY HIGHLIGHTS 2024

Successful start-up of operation of Inteli- Automate system on board Transocean Norge drilling rig, with public praise from Transocean
Partnership agreement signed with Salunda for safety application integration, generating several smaller contracts
Contract for and succesful installation of control system for a Hanwha drillship in South Korea, demonstrating Intellilift’s integrator capacity
NOK 10 million contract with undisclosed oil company to remotely drill through digital twin by use of Intellilift simulator

NEKKAR ANNUAL REPORT 2024

ABOUT NEKKAR

TECHANO OCEANLIFT

Smart offshore lifting and load handling

Techano Oceanlift is a leading innovator in the development of advanced motion compensated load handling and lifting equipment. Its cutting-edge solutions cater to the specific needs of the offshore renewables, energy and aquaculture industries. By harnessing the power of sensors, cameras, and intelligent automation, Techano Oceanlift offers unparalleled precision, efficiency, and safety. The team consists of skilled engineers and industry experts who collaborate to develop solutions that optimise productivity, reduce downtime, and enhance operational performance

TECHANO OCEANLIFT IN BRIEF

Head office: Kristiansand, Norway
Manager: Nils Vidar Stray
Employees: 20

FINANCIAL FIGURES (MNOK)

	2024	2023	2022
Revenue	64	30	-
EBITDA	-10	1	-
EBITDA margin %	-16%	4%	-
Profit after tax	-11	2	-

KEY HIGHLIGHTS 2024

Solid progress on 70t offshore crane to Sefine Shipyard, with successful factory acceptance test completed in Q1 2025
Successful factory acceptance test of Safelift, 3D compensated lifting tool
Standardized subsea crane series range from 50 to 250 ton
Developing new series of electrified subsea/ offshore cranes to meet increased demand for subsea operations and construction and able to regenerate power

Globetech

A trusted partner for maritime digitalisation

Globetech AS is a leading provider of digital solutions for vessels and the maritime industry, specializing in IT infrastructure, connectivity, and cybersecurity. Since its founding in 2011, the company has helped shipowners and operators enhance efficiency, compliance, and operational security. With a dedicated focus on maritime IT and deep industry expertise, Globetech is a trusted partner in driving digital transformation, equipping its customers with the technology and security needed to thrive in an increasingly connected maritime environment.

GLOBETECH IN BRIEF

Head office: Kristiansand, Norway
Manager: Hans Eirik Onarheim
Employees: 26

FINANCIAL FIGURES (MNOK)

	2024	2023	2022
Revenue	93	71	57
EBITDA	22	11	13
EBITDA margin %	24%	15%	22%
Profit after tax	17	10	8

Globetech was acquired by Nekkar in August 2024, and its financial figures have been consolidated from that date onward. For further details on Globetech’s consolidated figures, please refer to Note 1 – Operating Segments.

KEY HIGHLIGHTS 2024

Nekkar acquired 67%, becoming the majority shareholder.
30% YoY revenue growth with a 24% EBITDA margin.
Managing ~200 vessels, strengthening visibility and recurring revenue.

Impact Technology Ventures

Nekkar’s Impact Technology Ventures arm consists of innovation projects where potentially disruptive technologies and business models are developed together with existing or potential customers and other business partners. The solutions under development are intended to create value for both the development partners and society as a whole. As such, the initiatives target soft funding opportunities, such as grants and loans from governmental institutions, to develop and commercialise the technologies and solutions in question. Nekkar is developing the SkyWalker – a disruptive installation tool based on technology that will significantly reduce the cost and environmental footprint associated with wind turbine installations and major component replacements. SkyWalker uses active-heave compensation derived from offshore lifting systems, combined with digital solutions that allow for remote-controlled and automated lifting and installation solutions. In 2021, Nekkar was awarded a NOK 21 million grant from Innovation Norway to progress with the SkyWalker, which culminated in the successful development and testing of a downscaled model.

IMPACT TECHNOLOGY VENTURES IN BRIEF

Head office: Kristiansand
Manager: Mette Harv
Employees: 5

SKYWALKER

Towards the end of 2023, a project consortium headed by Nekkar was conditionally awarded a research and innovation grant of NOK 75.2 million, in total, through the Norwegian government’s Green Platform Initiative. The consortium aims to develop a safe and efficient solution for main component replacement (MCR) on offshore wind turbines - thereby realizing significant reductions in time, cost and loss of revenue due to downtime. The SkyWalker project is currently awaiting strategic partnerships to further advance the technology and the go-to-market approach.

The Board of Directors

Håkon Andre Berg

Chair of the Board

Håkon Andre Berg (b. 1980) has been Director of the Board of Nekkar ASA since 2023. Until Q1 2025 he was CEO of Skeie Technology, and continues to represent Nekkar’s largest owner in his role as Chair. Berg holds a M.Sc. from the Norwegian School of Economics and Business Administration. Berg has various executive management and Board experiences mainly within aquaculture/seafood and maritime/offshore/suppliers to oil and gas. Berg holds no shares or share options in Nekkar ASA.

Trine Ingebjørg Ulla

Director of the Board

Trine Ingebjørg Ulla (b. 1961) has been Director of the Board of Nekkar ASA since 2023. She is a Vice President at Equinor Renewables. Ulla holds a Master’s degree in Chemical Engineering from the Norwegian University of Science and Technology. She has held several senior positions within the Equinor Group and has more than 10 years of experience in offshore wind. Ulla also holds directorships in several offshore wind joint ventures. Ulla holds no shares or share options in Nekkar ASA.

Marit Solberg

Director of the Board

Marit Solberg (b. 1956) has been Director of the Board of Nekkar ASA since 2019. She has a long career in senior management positions in the seafood industry, including eight years as COO Farming in Mowi ASA. Solberg has a high level of technical and biological expertise within aquaculture and holds a Master degree in Marine Microbiology from the University of Bergen (UiB). Solberg has extensive Board experience. As of 31 December 2024, Marit Solberg holds 150,804 shares and zero share options in Nekkar ASA.

Lars Carl Fabian Qvist

Director of the Board

Fabian Qvist (b. 1982) has been a director of Nekkar ASA since May 2024. Qvist is involved in the tech and gaming sectors as a board member of Sisu Group, and as an advisor to the investment companies Cagson AG and Molcap Invest AB. He holds a Master of Science in Economics and Business from the Stockholm School of Economics. Qvist has a background in international investment banking, corporate financial advisory, and private and public investments through roles in companies such as Barclays Capital, Arctic Securities, Klein Group and through various board roles. As of 31 December 2024, Qvist holds 543,435 shares through his holding company and 1,805,830 shares through related companies.

Bjørn-Erik Dale

Director of the Board

Bjørn-Erik Dale (b. 1982) joined the Board of Directors at Nekkar ASA the spring of 2024. He has background from strategy consulting (Managing Partner at Arkwright Norway) and corporate finance advisory (First Securities / Swedbank) and has served as Board Director and Chairman on behalf of leading Norwegian industrial investors such as HitecVision PE, Equinor Ventures, Kongsberg Maritime and Arendal Fossekompani. He is also co-founder and co-owner of several industrial technology companies. Dale has a MSc. in Industrial Economics and Technology Management from the Norwegian University of Science and Technology in Trondheim. Dale holds no shares or share options in Nekkar ASA.

Management

Ole Falk Hansen

CEO

Ole Falk Hansen (b. 1983) joined Nekkar June 2022 after nearly five years as CEO in Beckman – a market leading backpack company headquartered in Kristiansand, Norway, exporting to 20 countries. Prior to this, Falk Hansen was CFO at MHWirth (now HMH), an international drilling technology company, and at Aker Solutions, where he held the role as Head of Strategy and M&A for the drilling business domain. Ole also has several years’ experience as a consultant with McKinsey & Company. He holds a master’s degree in finance from the Norwegian School of Economics (NHH). As of 31 December 2024, Falk Hansen holds 338,361 shares and zero share options in Nekkar ASA.

Mette Harv

Executive Vice President

Mette Harv (b. 1968) joined Nekkar (TTS Group) in April 2017 as Executive Vice President Energy after eight years as Vice President Global Supply Chain & Logistics at National Oilwell Varco, Rig Division. She has a proven track record from marine and offshore industry within finance, operations and business development. Harv holds a degree in Economics and Business Administration from Norwegian School of Economics (NHH). As of 31 December 2024, Harv holds 284,791 shares and zero share options in Nekkar ASA.

Petter Brøvig

Head of Strategy

Petter joined Nekkar in 2022 after working with the company as an independent consultant.# NEKKAR ANNUAL REPORT 2024

ABOUT NEKKAR

Portfolio leads

Brøvig holds 106,034 shares and zero share options in Nekkar ASA. As of 31 December 2024, Brøvig holds 106,034 shares and zero share options in Nekkar ASA. He has broad experience in B2B software, strategy, and active ownership, with previous roles including VP Strategy & Business Development at Telenor Group in Asia and Product Manager at Tapad in New York. He holds an MSc from Imperial College London.

Marianne Voreland Ottosen

Head of Finance
Marianne Voreland Ottosen (b. 1982) joined Nekkar in April 2022, after four years as Vice President of Finance at MHWirth (now HMH), where Ottosen spent a total of eight years. Previous experience includes Compliance Manager at Aker Solutions and Manager at Deloitte within Audit & Advisory. She holds a master’s degree in Accounting and auditing from the Norwegian School of Economics (NHH). As of 31 December 2024, Ottosen holds 61,018 shares in Nekkar ASA.

Rolf-Atle Tomassen

Managing Director, Syncrolift
Rolf-Atle Tomassen (b. 1965) is a highly experienced manager who has been with Nekkar since 2003. His previous experience includes, among other things, sales and marketing director at VINN Design and managing director at MultiCraft AS. Tomassen has a bachelor with Honors degree in Mechanical Engineering from University of Newcastle-upon-Tyne, Great Britain. As of 31 December 2024, Tomassen holds 17,223 shares in Nekkar ASA.

Nils Vidar Stray

Managing Director, Techano Oceanlift
Nils Vidar Stray (b. 1963) has strong management experience from the offshore industry. He has a proven track record within business development, change management, and supply chain development. Stray holds an engineering and a business administration degree. As of 31 December 2024, Stray holds 9,883 shares through Square Holding AS.

Stig Trydal

Managing Director, Intellilift
Stig Trydal (b. 1972) is one of the key founders of Intellilift. He has substantial experience from National Oilwell Varco (NOV) where he has held leading positions in software and automation departments. As of 31 December 2024, Trydal holds 8,807 shares in Nekkar ASA.

Hans Eirik Onarheim

Managing Director, Globetech
Hans Eirik Onarheim (b. 1970) is the co-founder and CEO of Globetech, a position he has held since the company was established in 2011. With a career in maritime IT dating back to 1998, he brings extensive industry experience and a robust professional network to his role. As of 31 December 2024, Onarheim holds 248,157 shares in Nekkar ASA.

THE BOARD OF DIRECTORS’ REPORT

Highlights 2024

Revenue of NOK 624 million, up 8 percent compared to 2023 (NOK 575 million).
EBITDA of NOK 92 million, a decrease of 15 percent from the prior year (109).
Order intake totaled NOK 474 million in 2024, slightly down from NOK 478 million in 2023, primarily driven by multiple contracts awarded to Syncrolift.
Order backlog of NOK 744 at year-end (803).
Acquisition of Globetech, a supplier of infrastructure, connectivity and support services to the global maritime sector at an attractive valuation level.
Growth in group revenue from NOK 575 million in 2023 to NOK 838 million (pro-forma incl. Globetech and FiiZK) in 2024.
Continued expansion of the Nekkar portfolio according to communicated strategy with Globetech acquired and FiiZK restructuring completed.
Key contract wins for several operating companies – FiiZK secured two major contracts and Syncrolift awarded Haakonsvern shiplift and transfer system project.

2027 Strategy and ambitions

Nekkar is a long-term owner of technology companies within ocean-based industries. The company invests along structural megatrends such as sustainable oceans, robotics and intelligent logistics, and digitalisation. With a 50-year industrial legacy from Syncrolift, Nekkar applies an active buy-to-own strategy and builds value through accretive and profitable growth, strong cash flow, and disciplined reinvestment. Nekkar leverages its industrial platform — a combination of in-house operational expertise, market presence, and a strong partner network — to support empowered and decentralised operating companies. As a publicly listed company, Nekkar has demonstrated consistent shareholder value creation through strategic M&A, solid capital allocation, and strong financial performance. The foundation of Nekkar’s value creation lies in the intersection of deep industrial expertise and a long-term, owner’s mindset. These capabilities enable the group to build strong companies and drive sustainable value creation in selected industries such as offshore energy, aquaculture, defence, and renewables.

Nekkar’s 2027 strategy is built on four pillars: investing along ocean-based megatrends, leveraging its industrial platform, engaged ownership, and driving value creation through profitable growth. To deliver on this, the group focuses on continuous improvement, solid underlying operations, and building a balanced portfolio through proactive and strategic deal flow. By 2027, Nekkar targets a portfolio of 6–8 platform companies with a strategic and balanced composition of businesses of comparable size. The group aims to generate 2+ billion NOK in revenues, underpinned by a combination of strong organic growth in existing companies and new investments. This represents a significant transformation from today’s more concentrated revenue base and positions the group for long-term scalability and value creation.

BUSINESS OVERVIEW

Nekkar ASA is the holding company in the Nekkar group, which is headquartered in Kristiansand, Norway. The company is listed on the Oslo Stock Exchange with the ticker code NKR. Nekkar consists of four portfolio companies, one impact technology venture, and one associated company:

Syncrolift
Intellilift
Techano Oceanlift
Globetech
Impact technology ventures: SkyWalker
Associated companies (below 50 percent ownership): FiiZK

Syncrolift

Syncrolift is a global leading provider of shipyard solutions for safe, reliable and efficient ship docking. Headquartered in Vestby, Norway, Syncrolift is Nekkar’s main revenue and cash-generating business. Syncrolift has local presence in important markets through subsidiaries in the US, Singapore, India, Australia and a sales/service office in Dubai. Syncrolift is the global market leader for shiplifts and transfer systems that are offered to repair and newbuilding yards. It delivers turnkey and customised solutions for shipyards and navy bases around the world. The product range includes shiplifting systems for launching and retrievals of vessels and transfer systems for a fast and reliable way of moving vessels around the yard. In addition, the company delivers FastDocking TM products for efficient operations during docking and maintenance of vessels.

As the global market leader, Syncrolift has successfully increased focus on the service and upgrade capabilities related to the company’s installed base. With the contract awards for the Haakonsvern shiplift and transfer system and the upgrade of a current ship transfer system from Thyssenkrupp Marine Systems to be used for submarines, Syncrolift continues to solidify its role as a supplier to a rapidly growing defense industry. Syncrolift has a solid track record of successful naval projects, including a 100% market share for submarines historically. Its high precision fluid bed transfer system is ideal for navy vessel needs, providing a technological advantage.

Techano Oceanlift

Techano Oceanlift was acquired by Nekkar in March 2023. The company delivers intelligent lifting and load handling systems for renewables, subsea and aquaculture vessels. The team’s specialist competence includes the development and manufacturing of advanced load handling and lifting equipment, including cranes, winches, fish crowding systems, fish transfer systems, and offshore wind load handling cranes. Techano Oceanlift has developed a new series of offshore/subsea cranes to meet the increased demand for subsea operations and construction. The cranes may be electrified, including the winch, thereby enabling it to deliver regenerated power back to the vessel.

Intellilift

Intellilift delivers industrial software solutions focused on digitalising workflows through automation and remotely-controlled systems for drilling and offshore load handling. The company serves both external customer and other companies in the Nekkar group. Nekkar is the majority shareholder of Intellilift with a 51 percent ownership share. The company possesses unique competence within engineering, electrification, digitalisation and automation. It develops open software platforms for collection, monitoring and control of data for numerous industries. Collecting data from numerous different sensors, will improve the real time operation as well as enable remote operation and robotisation. Intellilift’s business model is threefold – project based, perpetual upfront software licenses and SaaS revenue, depending on customer preferences. Intellilift supports projects in Syncrolift and Techano Oceanlift with controls and automation deliveries.

2027 AMBITIONS TO REACH 2+ BN NOK IN REVENUES

	2027*	2024*	2023*
Target portfolio	6-8 platform companies
Concentrated revenue generation
Focus on profitability	Solid underlying operations
Existing portfolio
Other
New investments
Syncrolift
Revenue	2 000+	838	575

*2024 and 2027 includes revenue from Globetech and FiiZK

KEY FIGURES, NEKKAR GROUP

MNOK	2024	2023	2022
Revenue	624	575	388
EBITDA	92	109	67
EBIT	81	101	57
EBITDA %	14.8%	18.9%	17.4%
Order intake	474	478	277
Order backlog	744	803	824
EPS (NOK)	0.82	0.78	0.30

624 Revenue MNOK
92 EBITDA MNOK
14.8% EBITDA margin# NEKKAR ANNUAL REPORT 2024

THE BOARD OF DIRECTORS’ REPORT

In recent years, Intellilift has established a joint venture (JV) – named InteliWell – with Transocean Inc. and global communication company Viasat Inc. InteliWell has proven to accelerate the decrease of drilling time through rig automation, and to streamline the well construction processes through developing new AI-driven processes and tools, allowing operators to further improve the consistency of their operations while reducing drilling costs through more reliable and faster drilling operations.

Globetech

In 2024, Nekkar acquired a majority stake in Globetech AS, a fast-growing and profitable provider of maritime IT and digital services. The acquisition aligns with Nekkar’s strategy to drive digitalisation in ocean-based industries while strengthening its portfolio with a company that has a strong track record of recurring revenues and profitability. The transaction was structured in two stages, with Nekkar initially acquiring 67% of Globetech and the remaining 33% set for acquisition in 2027. The enterprise value was NOK 132 million, adjusted for 2024 results, corresponding to an EBITDA multiple 31 NEKKAR ANNUAL REPORT 2024 THE BOARD OF DIRECTORS’ REPORT of 5.5x. The 2024 transaction was partly settled with NOK 15 million in Nekkar shares, subject to a two- year lock-up period, while the final transaction in 2027 will be based on a multiple of the company’s EBITDA at that time. Under Nekkar’s ownership, Globetech is positioned as a leading niche provider of maritime IT solutions, with a singular focus on vessel owners and operators. The company scales through organic growth expanding service offerings and increasing the number of vessels under long-term managed service agreements—while exploring inorganic growth through strategic acquisitions. With a strong emphasis on security and compliance, Globetech is enhancing its cybersecurity capabilities to meet evolving industry regulations and protect onboard digital infrastructure. Today, Globetech operates as a stand-alone platform company within Nekkar, complementing the group’s portfolio with its high proportion of recurring revenues. The company serves approximately 200 vessels, combining hardware sales, installation services, recurring service subscriptions, and software licenses. The integration of Globetech creates technology and commercial synergies across Nekkar, particularly with Techano Oceanlift, while strengthening the Group’s cybersecurity capabilities. Globetech strengthens Nekkar’s position among offshore vessel owners and operators, increases recurring revenue, and enhances its cybersecurity and digital service capabilities.

SkyWalker

Nekkar is developing a disruptive wind turbine installation and service tool that could significantly reduce the cost and environmental footprint associated with wind turbine installations and maintenance. The solution - called SkyWalker - uses active heave compensation derived from offshore lifting systems combined with digital solutions that allows for remote-controlled and automated solutions. Nekkar’s competence within electrification, automation and digitalisation is being utilised to develop this potentially gamechanging technology.

FiiZK (39 percent ownership)

FiiZK is an aquaculture industry supplier that specialises in unconventional fish farming methods including closed and semi-closed fish cages, with associated software, maintenance and services. To date, FiiZK has delivered more than 20 cages and completed more than 70 production cycles, demonstrating strong fish growth and no problems with lice and escapes. In 2024, FiiZK divested FiiZK Digital and the majority of FiiZK Protection. The sales were part of a streamlining of the company where FiiZK will focus on closed and semi-closed cages. The two non-core businesses were sold for an enterprise value of NOK 215 million. As Nekkar is a minority shareholder, FiiZK’s financial results are not consolidated into Nekkar’s accounts. Instead, Nekkar’s proportion of FiiZK’s financial results is recognized as financial income or expense in the profit and loss statement. Nekkar has an option to acquire the remaining shares in FiiZK.

PEOPLE AND ORGANISATION

The different businesses are managed by the following executives:

Syncrolift: Rolf-Atle Tomassen
Techano Oceanlift: Nils Vidar Stray
Intellilift: Stig Trydal
SkyWalker: Mette Harv
Globetech: Hans Eirik Onarheim

In Nekkar ASA, Marianne Voreland Ottosen is head of finance and Petter Brøvig is head of strategy. Together with Ole Falk Hansen, CEO, and Mette Harv, they represent the management team of Nekkar ASA.

EMPLOYEES

The total number of employees in the Nekkar group was 129 at year-end 2024, compared to 92 at the end of 2023. For Nekkar ASA, employee numbers were 10 and 17, respectively. See Note 1 for further details on the operating segments.

32 NEKKAR ANNUAL REPORT 2024

CHAPTER TITLE

The solid 2024 results increasingly reflects contribution from Nekkar’s growing and therefore more diversified portfolio of companies.

Financial performance

	2024	2023
Revenue	NOK 624 million	NOK 575 million
EBITDA	NOK 92 million	NOK 109 million
EBITDA margins	14.8 percent	18.9 percent
EBIT	NOK 81 million	NOK 101 million
Pre-tax profit	NOK 100 million	NOK 109 million
Profit after tax	NOK 86 million	NOK 83 million

Revenue for the Nekkar group was NOK 624 million in 2024, an increase of 8 percent compared to 2023 (NOK 575 million). EBITDA was NOK 92 million in 2024, down from NOK 109 million in 2023, equivalent to EBITDA margins of 14.8 percent and 18.9 percent respectively. EBIT was NOK 81 million in 2024, compared to NOK 101 million in 2023. Pre-tax profit was NOK 100 million in 2024, down from NOK 109 million the previous year. Profit after tax was NOK 86 million and NOK 83 million for 2024 and 2023 respectively. The solid 2024 results increasingly reflects contribution from Nekkar’s growing and therefore more diversified portfolio of companies. Order intake in 2024 was NOK 474 million compared to NOK 478 million in 2023. Nekkar’s order backlog was still strong at NOK 744 million (803) at year-end 2024.

Syncrolift

Syncrolift generated revenue of NOK 492 million in 2024 compared to NOK 515 million in 2023. EBITDA was NOK 119 million in 2024, a slight decrease from NOK 132 million in 2023. EBITDA margin came in at 24 percent. Beyond delivering on its projects, Syncrolift continues to see an increase in service and aftermarket revenue.

Techano Oceanlift

Techano Oceanlift was acquired in March 2023. The company delivered revenue of NOK 64 million in 2024. EBITDA was NOK -10 million in 2024, equivalent to an EBITDA margin of -16 percent. Techano Oceanlift EBITDA margins continues to reflect the company’s build-up phase.

Intellilift

Intellilift delivered revenues of NOK 44 million in 2024 compared to NOK 34 million in 2023. Some of Intellilift’s revenue is internally generated as Intellilift’s products and solutions are integrated with other businesses of the group, e.g. deliveries of control systems to Syncrolift. External revenue in Intellilift amounted to NOK 29 million in 2024 equal to 2023. EBITDA in Intellilift was NOK 5 million in 2024 compared to NOK 6 million in 2023, equivalent to an EBITDA margin of 12 percent and 18 % respectively. Intellilift’s EBITDA-margin illustrates its nature as a software driven business.

Globetech

Globetech, which was acquired during 2024, delivered annualized pro-forma revenues of NOK 93 million in 2024 compared to NOK 71 million in 2023. For actual consolidated revenue, please refer to Note 1 ‘Operating Segments’. Annualized EBITDA in Globetech was NOK 22 million in 2024 compared to NOK 11 million in 2023, equivalent to an EBITDA margin of 24 percent.

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	2024	2023
Total assets	NOK 819 million	NOK 601 million
Net working capital	NOK 57 million	NOK 124 million
Total cash balance	NOK 205 million	NOK 194 million
Overdraft facility and revolving credit facility (total)	NOK 200 million	NOK 200 million
Amount drawn under facilities (as of 31 December)	NOK 0 million	NOK 0 million

Total assets at the end of 2024 were NOK 819 million, compared to NOK 601 million in 2023. The net working capital (ref. definition of APMs) was positive with NOK 57 million, compared to positive with NOK 124 million at the end of 2023. The group’s business practice may affect cash balances substantially from time to time due to prepayments (milestone payments) received from customers and payments to suppliers in the newbuilding business of Syncrolift, which are independent of when revenue recognition occurs. Nekkar had a strong total cash balance at NOK 205 million at the end of 2024 compared to NOK 194 million in 2023. Nekkar group has an overdraft facility and a revolving credit facility of in total NOK 200 million with Nordea. No amounts have been drawn under these facilities as of 31 December 2024. Additionally, guarantee and currency facilities are established with Nordea and DNB. The reporting currency of Nekkar group is NOK (Norwegian krone). Since significant portions of its income and expenses are denominated in foreign currencies, fluctuating foreign exchange rates may affect the group’s operating results. To mitigate this risk, the Nekkar group employs hedging instruments. FX contracts are measured at fair value and recorded as financial income or expenses in the profit and loss statement, as they do not meet the criteria for hedge accounting. For additional information, please refer to the Accounting principles, section 2.9. The consolidated accounts have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the EU. The Board of Directors affirms that the accounts provide a true and fair view of the company’s financial position as of 31 December 2024. The Board of Directors is not aware of any unreported events occurring subsequent to the balance sheet date of 31 December 2024, which may be material to the Nekkar group or to the annual accounts of 2024. See Note 23 Subsequent events, for further information.

SHARE CAPITAL

At the end of 2024, Nekkar ASA had a share capital of NOK 11.817.982 divided into 107.427.112 shares at 0.11 each. The company held 4,035,531 own shares as of 31 December 2024.

CASH FLOW

The reported cash flow on consolidated level from operating activities was positive with NOK 141.5 million in 2024, compared to NOK 75.2 million in 2023.Positive operational cash flow in 2024 is driven by solid results combined with a reduction in working capital of NOK 64 million. Consolidated cash flow from investment activities was NOK -81.4 million in 2024 which mainly consists of the investment in Globetech and acquisition and expenditures related to fixed and intangible assets (capitalised development costs). In 2023, the net cash flow from investing activities was NOK -50.7 million. In 2024, net cash flow from financing activities on the consolidated level was NOK -49.4 million, compared to NOK 11.5 million in 2023. The 2024 figure includes acquisition of treasury shares of NOK 48.8 million. Nekkar had a net cash position of NOK 205 million at year-end 2024, of which NOK 20 million is held as a deposit for FX-derivative exposures in DNB. Nekkar’s net cash position at year-end 2023 was NOK 194.2 million. The company or group had no net interest-bearing debt as of 31 December 2024, but has available credit facilities of in total NOK 200 million.

RESEARCH AND DEVELOPMENT

The research and development (R&D) activities of Nekkar are closely linked to the strategy of developing disruptive technologies that offer high sustainability impact for ocean-based industries. R&D initiatives have shown good progress during 2024. The highlights are:
* Development of Techano crane series
* Development of walkway for personnel transfer related to offshore wind operations on SOVs (service operation vessels)

34 NEKKAR ANNUAL REPORT 2024

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In 2024, net capitalised development costs amounted to NOK 23 million (MNOK 15). Received public grants from Innovation Norway and SkatteFUNN are treated as a reduction of capitalised development costs. This amounted to NOK 0.6 million in 2024. As per 31 December 2024, capitalised development costs in the consolidated balance sheet amounted to NOK 64 million. Cost from other development activities related to customer specific projects, may in some cases be charged to the profit and loss as an operating expense.

ORDER BACKLOG

Nekkar’s order backlog at the end of 2024 was NOK 744 million, down from NOK 803 million at year-end 2023. This backlog is mainly related to newbuilding projects in Syncrolift.

GOING CONCERN

As of 31 December 2024, the equity ratio at consolidated level was 59.7 percent. There was no interest-bearing debt on neither consolidated nor Nekkar ASA level at year-end 2024. The financial objective of the group is to have sufficient cash reserves or credit lines available to finance operations and investments on an ongoing basis. The group’s cash position combined with established credit facilities, guarantee and currency facilities are considered sufficient to fund the existing business plan at least mid-term. In accordance with Section 3-3 of the Norwegian Accounting Act, the Board of Directors confirms that the financial statements have been prepared based on the going concern assumption and that the requirements are fulfilled.

Risk factors and risk management

The Nekkar group is exposed to various markets, financial and operational risks and as experienced from latter events, also political and health-oriented risks. The Board of Directors reviews operating reports from management on a monthly basis. In addition to the continuous risk mitigation, the Board of Directors and management carry out specific risk analyses in connection with major investments and contracts. Specific risk areas or projects are continuously monitored and assessed. The group has furthermore implemented thorough procedures related to contract approvals and authorisation matrixes. Near term, the group is mainly exposed towards the shipyard business, but as the new business areas increase in importance and size, the group will be exposed in other market segments as well. The prevailing business strategy is planned to be funded with cash flow from operations.

MARKET RISKS

There are a number of risks related to the market development for Nekkar’s products and services. Nekkar monitors these risks through its sales network and by available information on relevant trends. Syncrolift is the main business of the group. The activity in the market is depending on the construction and upgrade of navy bases and shipyards, which is suitable for the Syncrolift® shiplift systems and solutions. Expected future demand for the current product portfolio depends on the shipyards’ need to implement more efficient production lines which again depends on the general market activity. Currently there are no signs long term that the yard industry will reduce its focus on increased productivity. Syncrolift has a solid order backlog for its 2025 newbuilding business, and is also part of several tender processes for new projects. It is also positioned for accumulative success in acquiring recurring service business. Scheduled deliveries for the current project portfolio extend into 2025/2026. SkyWalker, which represents the group’s impact technology ventures, is a product development project. For SkyWalker, the main risk factor is related to commercialisation of the technology. Intellilift has

35 NEKKAR ANNUAL REPORT 2024

THE BOARD OF DIRECTORS’ REPORT

proven commercialised technology and the products have been sold to both oil and gas related business and the wind industry, while Techano Oceanlift’s products are commercialised and have been sold to customers in the offshore renewables, offshore oil and gas, aquaculture and marine industries. Globetech operates in a market with high demand, positively impacted by increased digitalisation, and the need for secure maritime IT solutions.

CLIMATE RISK

Nekkar develops digitalised impact technologies that aim to unlock customer value, including reduction of environmental footprint and CO2-emissions, in numerous industries including renewables, aquaculture, shipping and offshore energy. As such, climate change represents both a risk and an opportunity for Nekkar. Nekkar considers its main climate risks to be associated with the global ambition/implementation gap for the transition to more renewable energy, as well as climate policy and taxation changes that could limit or delay the adoption of Nekkar’s new technologies that are enablers to reduce the carbon footprint in the industries the company operates. This applies to both the renewables and aquaculture industries. Nekkar’s exposure to the offshore energy industry is limited today, but could grow in the coming years. The offshore energy industry has been identified as high risk by the Task Force on Climate-Related Financial Disclosures, and the industry is under pressure to reduce its emissions. Although the Ukraine war and associated energy shortage in Europe has resulted in heavy investments in the offshore energy industry in the coming years, there is a long term risk of declining investment in upstream oil and gas. However, the software and technologies that Nekkar deliver are capable of significantly reducing drilling time and amount of personnel required offshore, thereby substantially reducing the carbon footprint associated with this type of offshore operations. As such, climate-related risk also represents an opportunity for Nekkar. The energy transition may shorten the expected useful lives of oil and gas related assets, which has the potential to accelerate depreciation charges. However, Nekkar is primarily a software supplier to the offshore energy industry, which means that the company does not expect assessment of effect on useful lives to have significant accounting impact. Another climate risk is the possible increase in the frequency and intensity of extreme weather events. As the large majority of Nekkar’s operations is based in Norway, this expectation is not assessed to lead to any effects on expected useful economic life of property, plant and equipment. However, extreme weather could result in delayed project progress, for example for installation of shiplifts in parts of the world that are more exposed to extreme weather. This could potentially mean that revenue and margin recognition could be delayed in such projects. Nekkar has not experienced any delays caused by extreme weather events during 2024. Overall, it is Nekkar’s view that the company is well positioned to profit from a stronger focus on reducing emissions from the industries the company operates within, and that there are more positive business opportunities than negative risks associated with stronger industry efforts on reducing emissions and combating climate change. Nekkar has considered the impact of climate change on going concern. Effective assessment and analysis of climate-related risks and opportunities is vital to understand the potential impacts of climate-related risks on asset valuations, revenue and investment requirements.

FINANCIAL RISKS (SHORT TERM FINANCING)

The Nekkar group is exposed to credit, liquidity and currency-related risks, and has adopted an active approach to managing risk in the financial markets. The aim of the group’s financial strategy is to be sufficiently robust to withstand adverse conditions. The financial risks related to credit, liquidity, and currency are described below. Credit risks represent potential financial losses stemming from contractual partners’ failure to fulfil their contractual obligations. Developments in the part of the shipyard business applicable for Syncrolift have historically resulted in only modest losses on payments from customers. With the understanding that substantial credit risks can be present, Nekkar group has taken measures to limit these risks through evaluating the financial

36 NEKKAR ANNUAL REPORT 2024

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strength of its contract partners, restricting credit and utilising mechanisms to secure payments, such as letters of credit and prepayments. Nekkar works continuously to limit its exposure to credit risks.# NEKKAR ANNUAL REPORT 2024

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The liquidity risk is related to a situation in which Nekkar group may be unable to meet short-term financial demands and fulfil its obligations as they fall due. In order to monitor liquidity risk, Nekkar prepares, on regular basis, rolling cashflow forecasts to predict liquidity requirements. The group’s overall cash position is strong and evaluated to be sufficient to fund the prevailing business plan in combination with the credit, guarantee and currency facilities, established with its bank relations. The company will in addition to the operating cash flow normally have access to capital markets for further funding with the option to finance activities through either equity or debt or a combination. In order to manage currency risks, Nekkar’ policy is to hedge significant currency exposures within a 24-month period. The hedging is performed based on firm contracts for sale or purchase in currencies other than the functional currency of the Nekkar unit entering into the hedging contract. Hedging contracts are measured at fair value and recorded as financial income or expenses through the profit and loss statement.

OPERATIONAL RISKS

Nekkar group’s newbuild business is primarily organised through deliveries of completed projects. The operational risks related to the project execution are mainly deliveries from sub-suppliers, project management, and customer related issues. During the tender phase, projects undergo a thorough risk evaluation in order to identify and mitigate potential technical and commercial risks in addition to an assessment of other potential risk areas, and the level of contingency required. Measures have been implemented to ensure that projects are being satisfactorily assessed both prior to signing the contracts and during execution phase. The bid review process, where major risks are evaluated before a binding offer is sent to potential customers, is an essential part of the procedures. Nekkar will continue to focus on improving its risk monitoring and assessment tools, as well as its project management tools.

GEOPOLITICAL RISK

The invasion of Ukraine by Russian continues to be a driver of geopolitical risk, for example through fluctuations in energy and raw material prices. While Nekkar has no business activity in either Russia, Ukraine, or Belarus, the company may be negatively affected by increased raw material prices and uncertainties in the market if the situation persists for an extended period. In general, the business outlook for Nekkar is positive, but it is difficult to predict short, medium and long-term effects on all business lines from a potential escalation of the war. However, Syncrolift has a large number of navy customers. Increased geopolitical risk often means increased defense spending. As such, this also represent a business opportunity for Nekkar.

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In addition, following the end of 2024 there is a global and escalating focus on protectionism, particularly through using tariffs as a mechanism to incentivize in-country production of goods and services. While the developments here are rapidly changing and final outcomes therefore unclear, this could potentially negatively impact companies with a large degree of revenues outside Norway.

CYBERSECURITY RISK

Nekkar recognises the evolving landscape of information and cyber security, where increasingly sophisticated cyber threats and digital crime models pose risks to data security, including ransomware. Risks include leaks of confidential data and malicious alterations to critical business data. To prevent and address such incidents, Nekkar has tools and measures to proactively monitors threats, vulnerabilities, and effectiveness of security controls, ensuring continuously improvement and enhance defenses.

CORPORATE SOCIAL RESPONSIBILITY

Nekkar is part of a global industry where what is good for the globe and the people, and what is good for business are more closely related than ever. The group’s ability to create value is dependent on promoting and maintaining high ethical standards to create a trust-based relationship with its employees, owners, business partners, communities, and other stakeholders. Nekkar is dedicated to conducting its activities in an ethical and responsible way; aiming at sustainable development for employees, customers, investors, and the communities in which it operates. Nekkar’s policies for corporate social responsibility encompass health and safety, business ethics, support for human and employee rights and anti-corruption measures. Nekkar is committed to OECD’s Guidelines for Multinational Enterprises and contributing to the improvement of international business standards and practices, especially with regard to corruption, labour relations and the global environment. Nekkar operates in a manner that respects the human rights as set out in the UN’s Universal Declaration of Human Rights and the core conventions of the International Labor Organization.

Nekkar releases its sixth ESG report this year, for the second time fully integrated with the annual report. The report is based on the 2021 Global Reporting Initiative (GRI) Standard and Euronext guidance on ESG reporting. The report also includes a section on Nekkar’s adherance to the Norwegian Transparency Act which requires companies to promote respect for human rights and decent working conditions. A report on human rights, in line with the Norwegian Transparency Act, is included in this report (see Business ethics and anti-corruption).

Nekkar gives high priority to creating a working environment where employees thrive and develop as humans and professionals. The company supports its workers’ opportunities to exercise their employee rights and to be organised through trade and labour unions, and it facilitates annual meetings for global employee representatives. Nekkar is also an advocate for equal rights for all employees regardless of gender, sexual orientation, disability, ethnicity, religion or political orientation.

The Nekkar Code of Conduct describes Nekkar’s ethical commitments and requirements to expected behavior in areas such as anti-corruption and conflict of interest. It sets expectations for personal conduct and business practice. The Code includes the most important ethical principles and provides some references to more detailed requirements for expected business and personal conduct. The Code applies to the Nekkar companies, Board members, management and employees, including temporary personnel and consultants or contractors that act on Nekkar’s behalf. Nekkar has also developed a separate policy applying to our subcontractors. Nekkar has zero tolerance for corruption and encourages its employees to report suspected infringements.

QUALITY, HEALTH, SAFETY AND ENVIRONMENT (QHSE)

The Board of Directors believes that a proactive QHSE policy is a precondition for the successful development of a long-term sustainable and profitable business to the benefit of customers, employees, shareholders and all other stakeholders.

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CHAPTER TITLE

Nekkar is dedicated to conducting our activities in an ethical and responsible way. The Nekkar group therefore never compromises on issues of quality and safety and has committed itself to a zero-harm-and-fault policy. Nekkar always operates with worker safety and environmental sensitivity at the forefront and supports a company culture characterised by strong day-to-day compliance with high QHSE standards. Nekkar’s QHSE ambitions are to cause no harm to people or to the environment, to prevent accidents and damage to property and to avoid faults and non-conformities that may influence the quality of all deliveries. The group comprises of companies and business areas that differ in size, operate in different business segments and face different legislative systems. The Board of Directors advocates a consistent QHSE policy at corporate level, and common QHSE reporting procedures are applied. The group also welcomes a general, global tendency towards more stringent QHSE requirements from customers, contributing to fair competition based on quality, experience, efficiency and technology, with no compromise on safety.

All employees are accountable for contributing to their own health, safety and wellbeing as well as that of their colleagues. Managers at all levels, however, have a special responsibility to monitor and mitigate any safety risks and to contribute to the improvement of management systems and Nekkar’s QHSE performance. The skilled and dedicated workers of Nekkar are the group’s most important success factors, and the Board of Directors wishes to express its gratitude to all employees for their contribution in 2024. Nekkar has a strong focus on risk awareness, and the Board of Directors urges management to continue promoting a culture of workplace injury prevention. Reported absence due to illness was 3.7 percent in 2024 (2.4 percent in 2023). Nekkar experienced zero workplace incidents resulting in the need for medical treatments in 2024 (two in 2023). Nekkar continuously works towards ensuring a healthy and motivating working environment for its employees. Efforts are made to encourage joint corporate culture based on the core values described above.

ENVIRONMENT

Nekkar’s ambition is to avoid any negative impact of its operations on the physical environment, and measures are taken to ensure that operations are conducted in accordance with applicable environmental standards. The use of products delivered by Nekkar represents limited risks of environmental pollution. The group’s operations are not regulated by any licenses or regulatory orders. Nekkar conducts carbon accounting on Scope 1 and 2, and a limited Scope 3 reporting, and has in 2024 worked on a project to better document the environmental impact of the group’s products. This project will continue in 2025.# NEKKAR ANNUAL REPORT 2024

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For more information, please see page 56 of this document.

EQUAL OPPORTUNITIES

Nekkar promotes a working environment that offers equal rights, equal treatment and equal opportunities to everyone regardless of gender, religion, nationality, age, disabilities or the like. It is an important goal that all employees experience equal possibilities regarding their professional and personal development.

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Engineers make up the majority of Nekkar’s workforce and represent a profession where women historically have been underrepresented. The challenge of attracting women to the field is reflected by the fact that women constituted only 16 percent of the workforce in 2024 (2023: 15 percent). Consequently, the Board of Directors considers it important that Nekkar complies with a recruitment policy where it is more attractive for women to join the company. Two out of Nekkar’s executive management team’s four members are female. The Board of Directors of Nekkar ASA consists of two women and three men. Pursuant to the law prohibiting discrimination based on disabilities (the Norwegian Equality and Anti-Discrimination Act), Nekkar has made efforts, where applicable, to locate operations and implement office layout in a manner that enhances accessibility for everybody, and make reasonable workplace accommodations to meet the needs of employees with hearing or sight impairments.

Board of Directors

The Board of Directors consists of Håkon André Berg (Chair), Marit Solberg (Deputy Chair), Trine Ingebjørg Ulla, Bjørn-Erik Dale, and Lars Carl Fabian Qvist. At the Annual General Meeting held 30 May 2024, Håkon Andre Berg, Bjørn-Erik Dale and Lars Carl Fabian Qvist were elected for a period of two years. Trine Ingebjørg Ulla and Marit Solberg were not up for re-election.

Insurance for Board members and management

Nekkar ASA has Directors’ and officers’ liability insurance which includes the Board members and management in Nekkar ASA and subsidiaries. The liability limit is NOK 75 million.

Auditor

KPMG is the elected auditor for Nekkar ASA.

Board statement on corporate governance

The Nekkar Board of Directors adheres to good corporate governance standards and uses the Norwegian Code of Practice for Corporate Governance as a guideline. A more detailed account of the applicable principles for corporate governance is provided as a separate Corporate Governance section in the annual report. Resolutions from the General Meetings are published on the company’s website, www.nekkar.com.

Shareholder structure and limitation

The shares of Nekkar ASA are publicly traded at the Oslo Stock Exchange, where the company trades under the ticker code NKR. All shares are identified by the owner’s name. As reflected in the company’s Articles of Association, there are no restrictions to voting, or to the transfer of share ownership, nor are there any mechanisms in effect aimed at preventing takeovers. Nekkar ASA has one class of shares, and each share confers one vote at the General Meeting. There is no specific representation – neither individually nor jointly – for shares owned by employees of Nekkar.

Capital structure

Nekkar group’s total equity at the end of 2024 was NOK 489 million, of which NOK 419 million was attributable to the majority, and NOK 70.0 million was attributable to the non-controlling interests. The equity to total assets ratio was 59.7 percent at the end of 2024, compared to 71.1 percent in 2023. At the end of 2024, the equity in Nekkar ASA was NOK 453.9 million, of which NOK 9.2 million was share premium capital, NOK 11.8 million share capital and NOK 433.3 million other equity. Comparable figures from year end 2023 were NOK 440.5 million, NOK 9.2 million, NOK 11.8 million and NOK 419.6 million, respectively.

Outlook

Syncrolift ended 2024 with an order backlog of NOK 666 million. Syncrolift is experiencing general high tendering activity. The market situation for newbuild projects within Syncrolift remains promising, but

NEKKAR ANNUAL REPORT 2024

THE BOARD OF DIRECTORS’ REPORT

Kristiansand, 29 April 2025

Board of Directors, Nekkar ASA

Håkon André Berg	Chair
Marit Solberg	Deputy Chair
Lars Carl Fabian Qvist	Director
Bjørn-Erik Dale	Director
Trine Ingebjørg Ulla	Director

investment decisions for newbuild projects may still see some delays. In 2019, Nekkar initiated a project to generate more service revenues from Syncrolift’s extensive global installed base of ship lifts and transfer systems. The aging installed base provides a solid foundation for both upgrades and replacements of existing systems. This strategic effort has started to yield strong results. In 2024, Syncrolift’s service revenue reached NOK 92 million, a small increase from 2023. Nekkar expects this positive development to continue in 2025.

Intellilift continues to play important roles in developing Syncrolift’s and Techano Oceanlift’s digital platforms. Further, Intellilift’s new solutions were installed on drilling rigs and operated successfully in 2024. Such successful operations are likely to open up further rig market opportunities, but timing of additional awards is uncertain. Investments in the oil and gas industry is currently at a high level and is expected to remain high in the coming years. This, coupled with a demand to reduce emissions from oil and gas developments and production, could result in increased demand for Intellilift’s products and technologies.

Techano Oceanlift is exposed to the shipbuilding market for the offshore energy industries. A potential increase in newbuild offshore vessels could represent opportunities for Techano Oceanlift. During 2024, some new construction support vessels have been ordered for delivery in 2026 and beyond. A key focus for Techano Oceanlift in 2025 is to deliver a 150-tonnes crane to Sefine Shipyard. Subsequent to year-end 2024, Techano Oceanlift won a new EUR 7.5 million contract, which is a repeat order of the previous 150-tonne crane award from Sefine Shipyard. This further enhances Techano Oceanlift’s visibility for 2025 and 2026. Offshore aquaculture is another target market for Techano Oceanlift. Although there is significant potential for increased production and value creation for offshore aquaculture, operational, technological, and regulatory challenges must be overcome to realise this potential.

For FiiZK, the aquaculture industry is seeing increased pressure to improve both fish and fjord welfare. FiiZK closed cage solutions improves this by avoiding problems with sea lice and also enables waste collection from the production process. There is substantial market interest in closed cage solutions from the aquaculture industry, particularly for post- smolt production. In October 2024, FiiZK was awarded a contract to deliver two large, closed fish cages to an undisclosed Norway-based fish farmer. This breakthrough award for its Protectus closed fish cage is expected to generate further market opportunities.

The market outlook for the renewables industry which Nekkar is targeting with its SkyWalker tool, is promising with investment levels predicted to grow substantially in the coming years and decades. Increased pressure on profitability for wind farm developers and operators could also stimulate interest in more cost-efficient wind turbine installation tools such as the SkyWalker. Market feedback for SkyWalker as installation and major component exchange tool for offshore wind turbines remains very positive. However, the combination of postponement of license awards for offshore wind on the Norwegian continental shelf and the substantial dropout rate of developers who have chosen not to bid for licenses offshore Norway, has affected potential customers’ sense of urgency when it comes to investment decisions. The SkyWalker project is therefore currently on hold until partnership solutions are in place.

NEKKAR ANNUAL REPORT 2024

CORPORATE GOVERNANCE

The Board of Directors (“the Board”) of Nekkar ASA (“Nekkar” or the “Company”) is responsible for ensuring that the Company is organised, managed and controlled in an appropriate and satisfactory manner in compliance with applicable laws and regulations. Compliance with generally accepted corporate governance guidelines is important because it contributes to:

reduced risk
enhanced values in the best interests of all stakeholders
fair treatment of all stakeholders
strengthened confidence and attractivity
desired conduct

The Board considers compliance with generally accepted corporate governance guidelines as an important prerequisite for long-term value creation. The Company strives to ensure that its internal control mechanisms, organisation and management structures comply with good corporate governance principles. Nekkar seeks to comply with the Norwegian Code of Practice for Corporate Governance (the “Corporate Governance Code” or “the Code”), last revised on 14 October 2021, which is available at the Norwegian Corporate Governance Committee’s website www.nues.no. The principal purpose of the Corporate Governance Code is to ensure (i) that listed companies implement corporate governance that clarifies the respective roles of shareholders, the Board of Directors and executive management more comprehensively than what is required by legislation and (ii) effective management and control over activities with the aim of securing the greatest possible value creation over time in the best interest of companies, shareholders, employees and other parties concerned. The following statement explains how Nekkar addresses the 15 governance topics covered by the Code.

Corporate governance

NEKKAR ANNUAL REPORT 2024

CORPORATE GOVERNANCE

1.# Implementation and reporting on corporate governance

The Board is aware of its responsibility for implementation of internal procedures and regulations to ensure that the company and its subsidiaries (“the Group”) complies with applicable principles for good corporate governance in line with Norwegian and applicable international standards. The Board actively adheres to this. Good corporate governance is an integral part of the decision-making process in matters dealt with by the Board. Governing structures and controls help to ensure that the policy is enacted upon. The work of the Board is based on defined division of roles and responsibilities between the shareholders, the Board and management. Nekkar has implemented a specific set of rules and procedures for the Board, constituting the governance structure and administrative procedures for their work. According to Nekkar’s own evaluation, the company deviates from the Corporate Governance Code on the following points.

Item 6: Nekkar deviates from the recommendation to have all Board members present at the general meeting as the company deemed it satisfactory to require the presence of the chairperson of the Board, the chairperson of the nomination committee, the auditor, and the CEO. Nekkar also deviates from the recommendation to establish routines for appointment of an independent person to chair the general meeting. In case particular items on the agenda requires such measures, the Board will consider appointing an independent chairperson.
Item 9: Nekkar does not have an audit committee. Pursuant to Nekkar’s Articles of Association, the complete Board serves as audit committee of the company provided that the Board at all times satisfies the requirements in the Norwegian Public Limited Liability Act section 6-42. The Board deems it sensible that all members are equally informed about the accounting issues.
Item 9: Nekkar does not have a remuneration committee. Instead, the Board resolves matters relating to compensation paid to the executive personnel. As all Board members are independent of the Company’s executive personnel, it is the Board’s view that it is a suitable body to help ensure a thorough and independent preparation of matters relating to compensation paid to the executive personnel.
Item 14: Due to the unpredictable nature of a takeover situation, the Company has decided not to implement detailed guidelines on take- over situations. In the event of a takeover, the Board of Directors will consider the relevant recommendations in the Corporate Governance Code and whether a potential situation entails that the recommendations in the Corporate Governance Code can be complied with or not.

Corporate governance in Nekkar is subject to regular reviews and discussions by the Board.

2. Business

Nekkar (OSE: NKR) is an industrial technology group offering impact technologies combined with high-end software solutions. The group combines 50 years’ heritage from the world’s number one shiplift company, Syncrolift, with new investments into sustainable, digitalised technology businesses that aim to unlock customer-value within ocean-based industries such as offshore energy, renewables, aquaculture and shipyard solutions. The group’s strategy is to leverage superior engineering, electrification, automation, and digitalisation heritage from offshore environments, to develop disruptive technologies that can make high-growth industry sectors more sustainable, productive, and profitable.

Nekkar is a public limited liability company organised under the laws of Norway and subject to the provisions of the Norwegian Public Limited Liability Companies Act. Nekkar’s objective is currently defined in the Articles of Association as follows: The company’s purpose is to engage in industrial activities and related matters such as direct and

43 NEKKAR ANNUAL REPORT 2024 CORPORATE GOVERNANCE

indirect investments in companies carrying out industrial activity, as well as active ownership of the different companies. Nekkar’s operations are based on cross border trade, and interaction with people from many countries and different cultures. Nekkar embraces social responsibility by increasing the understanding of cultural differences, seeking to increase tolerance. The company has approved more specific guidelines for Corporate Social Responsibility (CSR) based on the principles of the UN Global Compact about CSR related to human rights, labour, environment and anti-corruption. In addition, Nekkar each year publishes a sustainability report where it presents the main social, societal, and environmental challenges Nekkar faces, and how the Company approaches them. Following dialogue with the Company’s key stakeholders, Nekkar has identified three priority areas – health and safety, business ethics and anti-corruption, and environment and climate – that are integrated with the Company’s business strategy, and goals are each year defined to improve Nekkar’s performance within these areas. To discuss and evaluate goals, strategy and risk profile, the Board conducts an annual two-day strategy meeting, where the main purpose is to set the long-term direction for the Company. A further description of the Company’s operations, goals, strategy, and risk profile is provided in the group’s annual report, which shows how its operations and strategies are aligned with objectives defined in the Articles of Association.

3. Equity and dividends

The Company’s solidity is continuously assessed based on its goals, strategies and risk profile. Total assets at the end of 2024 were NOK 819 million and the company’s equity was NOK 489 million, providing an equity-to-assets ratio of 59.7 percent. Nekkar aims to provide shareholders with a competitive long-term return that reflects the risk inherent in the Company’s operations. Based on Nekkar’s capital structure and growth strategy, shareholder return is expected to be realised primarily through an increase in share value, supplemented by a share buy-back program. Dividends may also be considered, if and when deemed appropriate. Growth through acquisitions will be financed through a balanced mix of equity and debt. The Annual General Meeting determines the annual dividend based on the Board’s proposal. For the 2024 financial year, the Board has not proposed a dividend payment. Furthermore, the shareholders have authorised the Board to increase the share capital and repurchase the Company’s own shares. Based on this authorisation, the Board has renewed its share buy-back program intended for defined corporate purposes, including usage in mergers and acquisitions. At the 2024 Annual General Meeting, the Board of Directors was granted authorisation to increase the Company’s share capital, including through private placements and as consideration in connection with acquisitions, mergers, or other strategic transactions. This authorisation allows for deviation from existing shareholders’ pre-emptive rights. The General Meeting also authorised the Board to issue shares to employees and Board members under a share purchase program. In addition, the Board has executed on a renewed mandate to repurchase up to 10% of the Company’s share capital through a share buy-back program, intended for defined corporate purposes, including usage in mergers and acquisitions. All authorisations remain valid until the next Annual General Meeting, and no later than 30 June 2025..

4. Equal treatment of shareholders

Equal treatment of all shareholders is a core governance principle. Nekkar has one class of shares and is listed on Oslo Stock Exchange under the ticker symbol NKR. Each share carries one vote at the General Meeting.

44 NEKKAR ANNUAL REPORT 2024 CORPORATE GOVERNANCE

In situations where normal preferential rights shall be deviated from, the Company’s Board is proposed to prepare grounds for such a decision in accordance with the Corporate Governance Code and shall present these to the General Meeting. Own shares are purchased through ordinary trade on the Oslo Stock Exchange if applicable. On 31 December 2024, the Company owned 4,035,531, own shares, of which the large majority has been acquired in conjunction with its share buy- back program.

5. Share and negotiability

All Nekkar shares carry equal rights and are freely negotiable and the Company’s articles of association do not contain any form of restriction on negotiability.

6. General meetings

The interest of the Company’s shareholders is exercised at the General Meeting (GM). The Annual General Meeting is usually held end of May or beginning of June. The meeting for 2025 is scheduled for 28 May 2025. The General Meetings deal with and decide on the following matters:

Adoption of income statement and balance sheet.
Application of profit or coverage of deficit pursuant to the adopted income statement and balance sheet as well as distribution of dividends.
Election of Board of Directors. The General Meeting shall elect the Chair of the Board and the Deputy Chair of the Board.
Other issues pursuant to the provisions of the Norwegian laws and Articles of Association are to be treated by the General Meeting.

All shareholders with known address registered in the Norwegian Central Securities Depository (VPS) will receive an invitation to the General Meeting. The invitation is sent at least three weeks prior to the meeting. Other documents will be made available at Nekkar’s website. A shareholder may request a print of documents relating to matters to be dealt with at the General Meeting. The deadline for shareholders to give notice of their intention to attend the meeting is two working days prior to the meeting. Shareholders who are unable to attend the General Meeting may vote by proxy. The proxy form is designed in such a way that voting instructions may be given for each item on the agenda.The Company’s Board chooses whether to hold the general meeting as a physical meeting or as an electronic meeting. The chairperson of the Board, the chairperson of the nomination committee, the auditor, and the CEO are present at the General Meeting, in addition to other Board members when appropriate. The chairperson of the Board opens the General Meeting and is normally elected to chair the meeting. Nekkar has not deemed it necessary to require the presence of all members of the Board at the General Meeting. Nekkar also deviates from the recommendation to establish routines for appointment of an independent person to chair the General Meeting. In case of particular items on the agenda requiring such measures, the Board will consider appointing an independent chairperson. All shares carry an equal right to vote at General Meetings. Resolutions at General Meetings are normally passed by simple majority unless otherwise is required by Norwegian law. The minutes of the General Meeting are made available on Nekkar’s website and published to the Oslo stock exchange (www.newsweb.no).

7. Nomination committee

Pursuant to Nekkar’s Articles of Association, the nomination committee shall consist of 2-3 members, independent of the Board and management. The committee nominates candidates to the Board and proposes Board members’ remuneration. No member of the Company’s Board is a member of the nomination committee. As part of its nomination process, the committee will have contact with major shareholders, the Board and the Company’s executive management to ensure that the process takes both the Board’s and the Company’s needs into consideration. A justification for a candidate will include information on each candidate’s competence, capacity and independence. The current members of the nomination committee are Anne-Grete Ellingsen (Chair) and Ditlef de Vibe. Both members are independent of the major shareholders, the Board and the executive management. The members of the nomination committee are elected by the General Meeting. According to the Code, the General Meeting shall elect the Chair of the nomination committee and set the guidelines for the committee’s work. Information regarding the committee members, the procedures, as well as how input and proposals may be submitted to the committee is published on the Company’s website.

8. Board of Directors, composition and independence

Pursuant to Nekkar’s Articles of Association, the Company’s Board shall consist of three to five members. The current Board consists of five members elected by the General Meeting. At the General Meeting held on 30 May 2024, the shareholders elected the following members to the Board:

NAME	ELECTION PERIOD	POSITION
Håkon André Berg	2024 – 2026	Chair
Bjørn-Erik Dale	2024 – 2026	Director
Lars Carl Fabian Qvist	2024 – 2026	Director
Marit Solberg	2023 – 2025	Deputy Chair
Trine Ingebjørg Ulla	2023 – 2025	Director

Nekkar strives to ensure that the Board has a composition necessary to safeguard the interest of the shareholders. The Board consider its composition to be diverse and competent with respect to expertise, capacity and diversity adapted to the Company’s objectives, main challenges and the common interest of all shareholders. The Board emphasises the importance of efficiency as a collegial body. The Board consists of three men and two women. Håkon André Berg is the CEO of Skeie Technology AS, which is the largest shareholder in Nekkar. Marit Solberg, Trine Ingebjørg Ulla, Bjørn-Erik Dale and Lars Carl Fabian Qvist are all independent of the major shareholders and executive management. The Board does not include executive management, and the majority of the Board members are independent of the Company’s executive personnel and material business contacts. The Directors of the Board are elected for a period of two years. Please see the Annual Report for a presentation of the Board members. According to the Code, the Chairperson of the Board should be elected by the General Meeting. This is also stated in the Company’s Articles of Association. Both Marit Solberg and Lars Carl Fabian Qvist own shares in Nekkar. None of the Board members hold any share options.

9. The work of the Board of Directors

The Board has the overall responsibility to oversee the organisation, operation and management of Nekkar, whilst the CEO is responsible for day-to-day management. This means that the Board is responsible for how to organise the Company’s activities and establishing systems in order to ensure that Nekkar operates in compliance with laws and regulations, corporate governance guidelines and the values stated in the company’s Code of Conduct.

The Board conducts its work through established procedures (Rules and procedures for the Board of Directors) where its responsibilities for the work and administrative procedures are outlined. The Board has adopted an annual plan for its work to ensure that all important issues and business areas are covered, emphasising objectives, strategy, and implementation of the company’s business plan in particular. The rules and procedures for the Board also state how the Board of Directors and executive management shall handle agreements with related parties, including whether an independent valuation must be obtained. The Board should also present any such agreements in their annual Directors’ report. Further, If the chairperson of the Board is personally involved in matters of a material character, the Board’s consideration of such matters will be chaired by another member of the Board. The rules and procedures for the Board includes instructions to ensure that the Company’s impact on the economy, environment and people is managed adequately. The rules and procedures describe how the Board is responsible for reviewing and approving the organisation’s purpose, value or mission statements, strategies, policies and goals related to sustainable development, and delegate implementation of such matters to the Company’s management. The procedures also include stipulations to ensure that the Company has the necessary due diligence and other processes in place to identify and manage its impacts on the economy, environment and people, and ensure that the management of the Company engages with relevant stakeholders to support these processes. At least annually, the Board reviews the company’s sustainability performance, including key performance indicators and priorities going forward.

Pursuant to Nekkar’s Articles of Association, the complete Board shall serve as audit committee of the company provided that the Board at all times satisfies the requirements in the Norwegian Public Limited Liability Act section 6-42. The Board deems it sensible that all members are equally informed about the accounting issues. The Board has considered but not established a remuneration committee. Instead, the Board resolves matters relating to compensation paid to the executive personnel. As all Board members are independent of the Company’s executive personnel, it is the Board’s view that it is a suitable body to help ensure a thorough and independent preparation of matters relating to compensation paid to the executive personnel. There are no other committees established by the Board of Directors. The Board assess the need for additional roles and functions for the Board and its Directors on an annual basis. The Board evaluates its own performance and expertise on an annual basis, including its role in overseeing the management of the company’s impacts on the economy, environment and people. The evaluation is submitted to the nomination committee.

10. Risk management and internal control

The Board focuses on ensuring adequate organisation and supervision of Nekkar’s internal control and overall risk management. On an annual basis, the Board discusses and assesses the group’s risk exposures, systems, routines, and internal control to mitigate these risks. Internal control procedures, limiting authorisations, organisational changes and increased reporting are part of the improvements. The Board’s work with internal control and applicable systems encompasses the Company’s corporate values, Code of Conduct and guidelines for Corporate Social Responsibility. Procedures and systems upholding uniform reporting are prepared. Management prepares monthly financial reports, which are submitted to, and reviewed by the Board. As part of ongoing risk management efforts, the Board and management carry out specific risk reviews of major investments and contracts. As part of the annual budget and strategy process, the Board and executive management conduct an annual review to discuss and identify external and internal opportunities and threats for the group. In addition, the Board carries out a thorough review of the Company’s financial status in the annual Board of Directors’ Report. This review also includes a description of the main elements of the Company’s HSE efforts with a corresponding action plan if needed.

The Code of Conduct outlines Nekkar’s ethical commitments and requirements to expected behavior regarding issues such as anti-corruption and conflict of interest. It sets standards for personal conduct and business practice. The Code of Conduct has been communicated to all employees and implemented in order to ensure that the Company’s ethical commitments and requirements are reflected in all business behavior. The Code of Conduct includes the most important ethical principles and provides references to more detailed requirements related to business and personal conduct. The Code of Conduct applies to all Nekkar group companies, Board members, management and employees, including temporary personnel and consultants or contractors acting on behalf of Nekkar.# Remuneration of the Board of Directors

Remuneration of the Board is determined by the General Meeting, based on recommendation from the nomination committee. The recommendation is normally linked to the Board members’ responsibilities, competence and time commitment, taking the company’s size and complexity into consideration. It also references the level of Board remuneration in comparable, Norwegian stock exchange listed companies. The remuneration is not linked to the company’s performance. There is no share option program for the Board of Directors but they can take part in the company’s share purchase program. Members of the Board, including companies with whom they are associated, are usually not given separate assignments by Nekkar in addition to their function as Directors. Such assignments will be based on approval from the Board. There were no such assignments in 2024.

Salary and other remuneration for executive personnel

The Board determines the principles applicable to the group’s policy for compensation of executive management. The Board is directly responsible for determining the CEO’s salary and other benefits. The CEO is, in consultation with the chairperson of the Board, responsible for determining the salary and other benefits for the group’s other senior executives. The guidelines for salaries and other remuneration are communicated yearly to the General Meeting, where so far, the Board has asked for the endorsement of all sections of the declaration of the determination of salaries and other remuneration of leading employees, except the option program where they have asked for approval.

Executive management remuneration consists of three main elements: salary, bonus and equity-based instruments. The Board’s view on management compensation is that it should be competitive, simple and motivating, but not above observed market levels, and help ensure that the executive personnel and shareholders have convergent interests. Bonuses are determined according to specific targets set for each year. Bonus schemes are limited to a portion of the salary, increasing according to the position category up to a maximum of 50 percent of base annual salary unless special circumstances apply. Guidelines and the annual remuneration report are presented in the Annual Report.

Information and communication

Nekkar’s reporting and communication policy is based on openness, taking into account the requirement for equal treatment of all stakeholders in the financial markets. The Company has established guidelines for reporting of financial and other information. The purpose of these guidelines is to ensure that 48 NEKKAR ANNUAL REPORT 2024 CORPORATE GOVERNANCE timely and correct information is made available to shareholders and other stakeholders. A financial calendar and other shareholder information, including the investor relations policy, is available on the Company’s website. Any dividend proposals are presented in the meeting call for the General Meeting. All information distributed to the Company’s shareholders is simultaneously published on the Company’s website and Oslo stock exchange’s website (www.newsweb.no).

Take-overs

The Company’s Articles of Association do not include defence mechanisms aimed towards take-over bids, nor are any other obstacles implemented with the objective of reducing the trade and/or transferability of the company’s shares. The shares are freely negotiable. Transparency and equal treatment of the shareholders are fundamental principles the company adheres to. No additional principles have been established for how Nekkar will or should act with respect to takeover bids, but the Board intends to act in accordance with applicable regulations as well as the general principles of the stock market if such a situation should occur. Furthermore, the Board will issue a statement to the shareholders with an assessment of the bid and a recommendation of whether to accept it or not.

Auditor

The external auditor is independent in relation to Nekkar and elected by the Annual General Meeting. The auditor’s fee is approved by the General Meeting. The auditor conducts a minimum of two meetings per year with the Board, and at least in one of the meetings a part of the meeting is held without management present. One of the meetings is conducted in connection with the review of the annual accounts, while the second meeting’s purpose is to review the company’s internal control systems and routines. The Board reviews the yearly audit plan with the auditor together with identified weaknesses and suggestions for improving the Company’s internal control. In addition, the auditor is present in the Board meetings as and when required. It has not been deemed necessary by the Board to implement additional guidelines regarding the use of the auditor for services other than auditing.
49 NEKKAR ANNUAL REPORT 2024 CORPORATE GOVERNANCE
50 NEKKAR ANNUAL REPORT 2023
MATERIAL TOPICS
Priority areas for Nekkar
Business ethics and anti-corruption
Emissions from our operations
Health and safety
51 NEKKAR ANNUAL REPORT 2024 BUSINESS ETHICS AND ANTI-CORRUPTION

Business ethics and anti-corruption

Doing business with integrity and building a culture that prevents unethical business practices is highly important to us.

Materiality

As a global company, we are both directly and indirectly exposed to ethical risks throughout our value chain. Syncrolift’s projects constitutes the highest risk, since the company delivers projects to countries such as India and Vietnam (the Far East), the Middle East, Africa and South America. Significant risks include health and safety risks, illicit labour practices, corruption risks, violation of IP rights and data security breaches. By establishing clear guidelines, conducting due diligence and physical audits, communicating about possible risks and expectations, and by providing training in business ethics and anti-corruption, we seek to positively impact this topic.

NEKKAR’S VALUE CHAIN
Production (outsourced)
Sales
Design
Transport
Installation/ comissioning
Raw materials
Intermediate goods
Manufacturing
Service/ end-of-life
SaaS revenue/ lifecycle support

Policy commitment

Our business should be conducted in a manner that respects internationally recognised human and labour rights. We apply the precautionary principle and are committed to follow internationally recognised business standards and practices such as the OECD’s guidelines for Multinational Enterprises. We also adhere to international and national laws and regulations, including (but not limited to) the Human Rights Act, the Money Laundering Act, the Transparency Act, and the Penal Code with related regulations. Our internal guidelines for ethics and anti-corruption are described in the Code of Conduct, which has been approved by our management and Board of Directors. The Code of Conduct addresses important principles and sets clear rules and expectations for ethical behaviour for all our stakeholders and ourselves, including respecting human rights and conducting due diligence. We have also developed a Business Partner Code of Conduct, which is part of our standard terms and conditions in contracts with suppliers and available through our website. The Business Partner Code of Conduct has been approved by the Board.

Countries where Nekkar are present and the associated corruption risk
| Country | Corruption Risk Index Score (2021) |
| ----------------------- | -------------------------------- |
| Norway | 81 |
| Singapore | 84 |
| United States of America| 65 |
| United Arab Emirates | 68 |

This work from Transparency International (2021) is licensed under CC BY-ND 4.0
CORRUPTION PERCEPTIONS INDEX 2021 #cpi2021 www.transparency.org/cpi
SCORE 0-9 10-19 20-29 30-39 40-49 50-59 60-69 70-79 80-89 90-100 No data
Very Clean Highly Corrupt
The perceived levels of public sector corruption in 180 countries/territories around the world.
USA Dubai Singapore Norway
Score
Highly corrupt
Very clean
No data

This work from Transparency International (2024) is licensed under CC BY-ND 4.0
CORRUPTION PERCEPTIONS INDEX 2021 #cpi2021 www.transparency.org/cpi
This work from Transparency International (2021) is licensed under CC BY-ND 4.0
SCORE 0-9 10-19 20-29 30-39 40-49 50-59 60-69 70-79 80-89 90-100 No data
Very Clean Highly Corrupt
The perceived levels of public sector corruption in 180 countries/territories around the world.

Approach

The Management Group is responsible for communicating and ensuring compliance with the Code of Conduct. The Code of Conduct is shared with all employees as part of the onboarding process. Members of the Board are also obliged to read and comply with the Code of Conduct. Code of Conduct trainings are regularly held at all business locations as well as workshops focused on raising ethical awareness. Joint information meetings are held whenever the Code of Conduct is updated.

Operations assessed for risks relating to corruption
| Metric | 2024 | 2023 |
| ----------------------------------------------------------- | ---- | ---- |
| No. of confirmed incidents of corruption | 0 | 0 |
| No. of criminal actions faced related to corruption or illicit business practices | 0 | 0 |
| No. of contracts with partners that were terminated or allowed to expire due to violations related to corruption | 0 | 0 |

Communication on anti-corruption
| Stakeholder | Total | Europe | America | Asia |
| --------------------------- | ------- | ------- | ------- | ------- |
| Permanent employees | 100% | 100% | 100% | 100% |
| Temporary employees | 100% | 100% | N/A | N/A |
| Board members | 100% | 100% | N/A | N/A |
| Clients | 100% | 100% | 100% | 100% |
| Suppliers of key components | 100% | 100% | 100% | 100% |

Anti-corruption training*
| Employee Type | Total | Europe | America | Asia |
| ----------------- | ------- | ------- | ------- | ------- |
| Permanent employees | 100% | 100% | 100% | 100% |
| Temporary employees | 100% | 100% | N/A | N/A |
| Full-time employees | 100% | 100% | 100% | 100% |
| Part-time employees | 100% | 100% | N/A | N/A |

Numbers from Syncrolift and Nekkar ASA only.# NEKKAR ANNUAL REPORT 2024

BUSINESS ETHICS AND ANTI-CORRUPTION

New business partners usually sign contracts where our policies are stated, and we, or a third party on our behalf, conduct risk assessments in relation to financial and illicit activities for new suppliers, customers, and sales representatives. Nekkar policies are conveyed and agreed to through a supplier screening process. We also ask for their financial turnover. New clients are screened for risks regarding payment issues. We screen key suppliers. Syncrolift, as the largest company in the group, has a live list of the 100 top suppliers for standard components, made to order equipment and system deliveries. The list of suppliers is maintained with updated surveys following a planned interval. The company uses a supplier evaluation questionnaire, aiding the process of becoming an approved supplier. The questionnaire includes questions on sustainability, ethical standards, environmental management and health and safety. In 2024 the remaining Nekkar companies have been building on the same methodology to screen suppliers. In 2024 we performed 19 screenings of new suppliers (six in 2023).

Human rights Transparency Act reporting 2024

In 2022, Norway implemented the “Act relating to enterprises’ transparency and work on fundamental human rights and decent working conditions”, more commonly known as the Transparency Act. The purpose of the Act is to promote respect for fundamental human rights and decent working conditions in connection with the production of goods and the provision of services, and to ensure the general public access to information regarding how enterprises address adverse impacts on fundamental human rights and decent working conditions. At Nekkar, we oppose from all forms of discrimination, human trafficking, forced labour and child labour, and expect that our business partners and suppliers act in compliance with applicable laws internationally recognised compliance standards, as described in our Code of Conduct for Business Partners. We are aware that we operate in geographical areas where the potential risk of child labour, unequal pay conditions, forced labour or health and safety deviations are higher. To reduce this risk, we began a due diligence process in 2022 to identify and assess actual and potential adverse impacts on fundamental human rights and decent working conditions that we could either have caused or contributed to. In the 2024 due diligence process we have listed all our suppliers and mapped them out by country of operation and industry. We also looked closer at our suppliers’ own guidelines and routines regarding business ethics, as reported through our Supplier Evaluation Questionnaire, and made sure that suppliers agreed to our Code of Conduct for Business Partners. We frequently communicate our expectations to suppliers, carry out non-disclosed evaluations, and ask for more information where needed. We also carry out physical audits of selected suppliers as part of our continuous screening / due diligence process. In 2024, all new key suppliers were screened using social criteria as part of the supplier approvement process. We have not registered any negative impact from the related topics in our value chain, including human rights breaches. We aim to further strengthen our work related to human rights and supplier due diligence in 2025. Nekkar has developed a Business Partner Code of Conduct, which is part of our standard terms and conditions in contracts with business partners.

↘ 55 NEKKAR ANNUAL REPORT 2024

BUSINESS ETHICS AND ANTI-CORRUPTION

WHISTLEBLOWING / REPORTING

All conditions, which give rise to ethical issues or considered a breach of the Code of Conduct shall be reported to an employee’s closest line manager or to the HSEQ manager and registered, so that necessary follow-up and suitable measures can be implemented. Employees can also seek advice from their management on how to implement Nekkar’s policies and practices for responsible conduct if unsure. Critical concerns shall be reported to the Board. Examples of concerns that may be reported include:
* Criminal activities
* Violations of health, safety or the environment
* Infringements of Nekkar’s Code of Conduct
* Violation of generally accepted rules/standards

In 2022, we fully implemented the anonymous whistleblowing channel (My Voice / Mitt Varsel). Information about the channel was published on our website for external users and employees were informed and trained on when and how to use it during 2023.

Supplier social assessment 2024

	No.
No. of suppliers assessed for social impacts	3
No. of suppliers identified as having significant actual and potential negative social impacts	0
% of suppliers identified as having significant actual and potential negative social impacts with which improvements were agreed upon as a result of the assessment	0

ADDRESSING GRIEVANCES

We are committed to provide for or cooperate in the remediation of negative impacts that we identify we have caused or contributed to. Grievance mechanisms have been established to enable stakeholders to raise concerns about, and seek remedy for, our potential and actual negative impacts. Employees have been involved in the design, review, operation and improvement of the grievance mechanisms. We have not registered any incidents of negative impacts in the reporting period and have therefore not instituted processes to remediate negative impacts or tracked the effectiveness of the grievance mechanism. There were no significant instances of non-compliance with laws and regulations in 2024, and we did not receive any fines for non-compliance with laws and regulations. There are no ongoing investigations or legal actions pending, and the Board has not received any reports of critical concern.

56 NEKKAR ANNUAL REPORT 2024

EMISSIONS FROM OWN OPERATIONS

Emissions from own operations

We aim to contribute to the sustainable use and development of marine resources through our innovative products and reduce our own emissions where we can.

Materiality

Nekkar provides equipment for the maritime and marine industries. Both the production and use of these products can negatively impact the environment. Our goal is therefore to continuously improve our products and thereby have a positive impact on this topic.

Policy commitment

We acknowledge the important challenges that the world is facing in terms of climate change and environmental pollution. We aim to contribute to the sustainable use and development of marine resources through our innovative products and reduce our own emissions where we can. Nekkar has developed environmental guidelines which are outlined in the company’s internal health and safety handbook. Syncrolift has established an environmental policy, which is communicated to employees, contractors, and suppliers and is available through our website: www.nekkar.com.

Approach

In 2024, we worked on a project to develop Environmental Product Declarations (EPD’s) for each of our products, to map their impact and implement improvement measures. This will not only benefit Nekkar but will also make it easier for our customers to choose the greener solution. The EPD project will continue in 2025. We aim to increase our supplier’s awareness on issues related to emissions. In our Supplier Evaluation Questionnaire, we ask whether suppliers have a documented Environmental Management system, environmental certificates, environmental impact assessments, and about the risk management of chemicals and other substances, to track their efforts. We started carbon accounting in 2020 (base year), which was updated in 2021,2022 and 2023 using CEMAsys’ digital solution. Up until 2022, the carbon accounting comprised the following organisational units: Aquaculture, Intellilift, Syncrolift, and Renewables. The CO2 emissions report is impacted by restructuring in Nekkar. From 2023, Aquaculture was no longer included in our carbon accounting while Techano Oceanlift was added and in 2024 Globetech was included. The information comes from both external and internal sources and is based on the “Corporate Accounting and Reporting Standard”, as developed by the Greenhouse Gas Protocol Initiative (the GHG protocol). This is the most widely used method for measuring greenhouse gas emissions, and the ISO standard 14064-I is also based on this.

57 NEKKAR ANNUAL REPORT 2024

EMISSIONS FROM OWN OPERATIONS

Performance

In total, our emissions across Scope 1, 2, and 3 amounted to 2,444.5tCO2e in 2024, down from 3,298.2 tCO2e in the previous reporting period. This change is largely due to variations in steel consumption, travel patterns and organisational changes. Nekkar is still in the process of mapping its carbon footprint, and this should be taken into account when comparing 2024 emissions with historical numbers.

SCOPE 1:

We have limited emissions from sources that are owned or controlled by the company (Scope 1 emissions). Our Scope 1 emissions stems from the use of company cars, amounting to 0.9 tCO2e in the reporting period. The office building in Kristiansand is BREEAM-certified, constructed from cross-laminated timber, and equipped with solar panels on the roof. Nekkar has developed environmental guidelines which are outlined in the company’s internal health and safety handbook.

↘ 58 NEKKAR ANNUAL REPORT 2024

EMISSIONS FROM OWN OPERATIONS

SCOPE 2:

The heating and ventilation of office buildings in Norway and Singapore is the main source of our indirect emissions (Scope 2 emissions). Consumption of electricity in own or rented premises and/or buildings are measured using an operational control approach. In 2024, we had a total electricity consumption of 284.6 MWh, which gave total Scope 2 emissions of 2.7 tCO2e (location-based). Total market-based Scope 2 GHG emissions was 170.0 tCO2e in the reporting period.# SCOPE 3

Scope 3 (indirect GHG emissions) accounts for the majority (99.9 percent) of our total emissions. The main source of Scope 3 emissions stems from outsourced global production, particularly steel manufacturing, and the transportation from suppliers to the installation sites. Purchased steel for manufacturing amounted to 2,241.3 CO2e in 2024, a decrease compared to 2023. Nekkar ASA’s emissions from Scope 3, Business Travel, was 197.1 tCO2e in 2024 up from 152.4 tCO2e in 2023. The total number of kilometres driven by private cars within working hours (employee commuting) was 25,260.0, which gave an emission of 1.6 tCO2e.

Key energy and climate performance indicators
| Unit | 2024 | 2023 | 2022 |
| :-------- | :------ | :------ | :------ |
| Scope 1 + 2 emissions (tCO2e) | 3.5 | 3.3 | 4.2 |
| Total emissions (s1 + s2 + s3) | 2,443.5 | 3,298.2 | 1,689.7 |
| Total energy scope 1 + 2 (MWh) | 288.5 | 219.6 | 245.0 |

Market-based GHG emissions
| Unit | 2024 | 2023 | 2022 |
| :---------------------------------------------------- | :------ | :------ | :------ |
| Electricity total (Scope 2) with market-based calculations | 170.0 | 107.9 | 97.1 |
| Scope 2 total with market-based electricity calucations | 170.0 | 107.9 | 97.1 |
| Scope 1+2+3 total with market-based electricity calculations | 2,610.8 | 3,404.0 | 1,783.9 |

59
NEKKAR ANNUAL REPORT 2024

EMISSIONS FROM OWN OPERATIONS

ANNUAL ENERGY CONSUMPTION SCOPE 1 & 2

MWh
| MWh | 2022 | 2023 | 2024 |
| :---- | :--- | :--- | :--- |
| Scope 1 | XX | 239.9 | 215.3 | 284.6 |
| Scope 2 | | | |

0 1 2 3 4 5 6
0 50 100 150 200 250 300

60
NEKKAR ANNUAL REPORT 2024

HEALTH AND SAFETY

Health and safety

Safe operations are at the core of our values, and we continuously work to ensure that employees return home safely every day.

Materiality

Maintaining a safe and healthy working environment is critical to Nekkar and our stakeholders. We can have an actual or potential positive impact on occupational health and safety by establishing health and safety guidelines, conducting risk assessments, implementing reporting procedures, and by providing communication and training to employees about health and safety risks. We can also positively impact this topic by ensuring access to and appropriate use of health and safety gear. Working at Nekkar could potentially involve different health and safety risks depending on whether employees are working in one of the company’s office locations or on site. For employees doing production follow-up from suppliers or on site inspections and installation supervision, there are work hazards that require special attention, including lifting, working at heights, working with scaffolding, dropped objects, trapping, entanglement, burns and other risks arising from hazard-intensive tools used in manufacturing processes. At Nekkar’s office locations, risks are mainly associated with sedentary work.

Policy commitment

Everyone working in or on behalf of Nekkar shall always comply with applicable rules and regulations to prevent accidents, injuries and damage to people, assets, and the environment. We adhere to the Norwegian Working Environment Act and local laws and regulations in other countries where we are present. Policies and guidelines regarding health and safety are described in the Employee Handbook and the Health and Safety Handbook to which all employees have been onboarded. Syncrolift is certified according to ISO 45001 Occupational Health and Safety, which is an international standard aiming to improve employee safety, reducing workplace risks, and creating better and safer working conditions.

61
NEKKAR ANNUAL REPORT 2024

HEALTH AND SAFETY

Occupational health and safety management system
| | 2024 | 2023 |
| :--------------------------------------------------------------------- | :--- | :--- |
| % of employees that are covered by the occupational health and safety management system | 100 | 100 |
| % of workers who are not employees that are covered by the occupational health and safety management system | 100 | 100 |

Approach

Health and safety are continuously discussed at management level, and the CEO/General Manager as well as the HSEQ Manager in each company have the overall responsibility for health and safety, in addition to individual health and safety representatives for each business unit. Managers have a particular responsibility to monitor and mitigate any safety risks and report conditions that may impact quality, safety, the environment, or assets. Employees have a duty to follow the health and safety guidelines, prevent unsafe actions and otherwise promote good safety behaviour. Due to our company’s size, we have not maintained a Working Environment Committee, but we have appointed a Health and Safety representative which meets with the management group on a regular basis, and we have also appointed a safety representative in Kristiansand. We have established an Emergency Response Plan, which includes information about internal notification procedures, mobilising, 24/7 preparedness and communications and an Emergency Response Team. We actively promote a safety culture. Employees receive training on work-related hazards regularly, including fire safety, which continues to a prioritised area. In addition to reviewing our company’s fire safety guidelines, we arrange fire drills. Service personnel undergo on-the-job-training guided by experienced co-workers upon hiring and also attend specific health and safety trainings organised by clients to receive work permits before entering a work site. Employees also receive information about when and how to use personal protective equipment. Personal protective equipment is site specific and determined by the different risk factors on each site. Everyone working in or on behalf of Nekkar shall always comply with applicable rules and regulations to prevent accidents, injuries and damage to people, assets, and the environment.
↘ To minimise health and safety risks, we have taken a number of precautions, including the investment in ergonomic desks / chairs at our office locations. Specific project risk assessments are regularly carried out for the work sites,. At the work sites, Safe Job Analyses are carried out, as well as safety rounds to identify any risk factors and ensure necessary improvements. Syncrolift conducts safety rounds at our premises in Vestby on a regular basis. During the safety round employees are asked to undertake a survey where they have to rank several statements relating to health and safety, which include topics such as indoor climate, ergonomics, and fire safety.

NEKKAR ANNUAL REPORT 2024 62

HEALTH AND SAFETY

Work-related injuries
| | EMPLOYEES | WORKERS WHO ARE NOT EMPLOYEES |
| :--------------------------------------- | :-------- | :---------------------------- |
| No. of fatalities as a result of work-related injuries | 0 | 0 |
| No. of cases of recordable work-related injuries | 0 | 0 |

Work-related ill health
| | EMPLOYEES | WORKERS WHO ARE NOT EMPLOYEES |
| :---------------------------------------- | :-------- | :---------------------------- |
| No. of fatalities as a result of work-related ill health | 0 | 0 |
| No. of cases of recordable work-related ill health | 0 | 0 |

EMPLOYEE WELLBEING

Equally important as to ensure a physically safe working environment is the focus on mental health in the workplace. In addition to regular development talks, we conduct employee surveys annually to map employee wellbeing. In the survey, employees are asked to rank different statements relating to the working environment on a scale from 1 (lowest) to 10 (highest). The 2024 employee survey had an 70 percent response rate, and the results show that the motivation indicator among employees is at 78 percent on average. This percentage is based on a ranking of the following: tasks, responsibilities, feedback, relationship to leaders/management, competence/professional development, collegial support, cooperation and mastering of tasks.

SUPPLIERS, BUSINESS PARTNERS AND SUBCONTRACTORS

Health and safety requirements for our suppliers have until now followed the legislation and standards in the supplier’s home country. Today, all our key suppliers must fill out a “Supplier Evaluation Questionnaire” (SEQ) where we ask about the suppliers’ occupational health and management system. Key suppliers working for Nekkar shall have their own occupational health and management system and must report injuries and work-related incidents. To follow up on the health and safety of subcontractors, we are working to implement an occupational health and management system in Kristiansand.

REPORTING IRREGULARITIES

It is of critical importance to have full overview of any adverse event at our sites to be able to work on prevention and improvement. Injuries are registered at site level and employees have a duty to report incidents or dangerous occurrences. Injuries and incidents are registered through the health and safety web portal at Landax.no or in a mobile app, in addition to immediate internal notification to the CEO, HSEQ Manager or nearest line manager. Examples of incidents that shall be reported include:
* Near incidents / incidents and accidents
* Influence of damage/hazardous conditions
* Breaches of health and safety regulations
* Missing or evacuation of personnel
* Security breaches or criminal acts towards Nekkar and employees
* Chemical spills which require notification to authorities and local response

63
NEKKAR ANNUAL REPORT 2024

SUSTAINABILITY PRIORITIES 2025

In 2024, our company remained committed to advancing sustainability across our operations. While we were initially preparing to report in alignment with the Corporate Sustainability Reporting Directive (CSRD), recent developments – specifically the introduction of the EU Omnibus Directive – have temporarily adjusted our reporting obligations. Despite this potential change in regulatory scope, we continue to view sustainability as a strategic priority. The temporary exemption does not reduce our ambition – it simply provides an opportunity to continue strengthening our sustainability practices with greater agility and internal alignment. Our objective is to ensure long-term value creation for all stakeholders – balancing business performance with environmental and social responsibility.# NEKKAR ANNUAL REPORT 2024

CONSOLIDATED FINANCIAL STATEMENTS

NEKKAR PER 31 DECEMBER 2024

Consolidated financial statements
Income statement 
Financial position 
Equity 
Cash flow 
Accounting principles 

NOTES

Note 1: Operating segments 
Note 2: Revenue 
Note 3: Inventories 
Note 4: Payroll expenses and employee information 
Note 5: Pensions 
Note 6: Fixed assets 
Note 7: Intangible assets and goodwill 
Note 8: Subsidiaries 
Note 9: Trade and other receivables 
Note 10: Equity accounted investments 
Note 11: Assets pledged as security and guarantees 
Note 12: Share capital and shareholder information 
Note 13: Tax 
Note 14: Earnings per share 
Note 15: Other operating expenses 
Note 16: Related parties 
Note 17: Derivatives 
Note 18: Financial items and foreign currency gains\losses 
Note 19: Provisions and other accruals 
Note 20: Financial risk management 
Note 21: Business combination 
Note 22: Non controlling interest (NCI) 
Note 23: Contingent liabilities \ Material disputes 
Note 24: Subsequent events 

NEKKAR Consolidated statement of comprehensive income

For the year ended 31 December

Amounts in NOK 1000

Notes	2024	2023
OPERATING REVENUE
Sales revenue	623 508	575 086
Total revenue	623 508	575 086
OPERATING EXPENSES
Material, goods and services	333 722	304 493
Personnel costs	4,5 146 455	113 812
Losses on accounts receivable	23 700	6 604
Depreciation of fixed and intangible assets	6,7 11 616	7 685
Other operation expenses	4.15 50 400	41 420
Total Operating Expenses	542 892	474 014
Operating profit / (loss)	80 615	101 073
FINANCIAL INCOME AND EXPENSES
Financial income	18 27 288	24 099
Financial expense	18 42 563	8 825
Share of net profit (loss) from equity-accounted investees	18 34 451	-7 083
Net finance	19 176	8 191
Profit/loss before tax	99 791	109 264
Income tax expense	13 13 920	25 955
Profit for the period	85 872	83 309
OTHER COMPREHENSIVE INCOME
Items that may be reclassified subsequently to profit or loss
Foreign currency differences for foreign operations	-	-
Total comprehensive income for the period	85 872	83 309
Attributable to equity holders of the company	82 670	81 243
Attributable to non-controlling interests	22 3 202	2 066
Earnings per share (NOK)	14 0.82	0.78
Diluted earnings per share (NOK)	14 0.82	0.78

NEKKAR Consolidated statement of financial position

For the year ended 31 December

Amounts in NOK 1000

	Notes	2024	2023
ASSETS
NON-CURRENT ASSETS
Deferred tax assets	13	216	-
Goodwill	7	106 132	17 050
Other intangible assets	7	96 238	50 234
Property, plant and equipment	6	10 113	9 188
Equity-accounted investees	10	82 163	47 712
Other financial assets		1 884	1 155
Right of use assets	6	14 524	13 541
Total non-current assets		311 270	138 881
CURRENT ASSETS
Inventories	3	17 991	11 861
Trade receivables	2,9,23	151 819	85 270
Other receivables	9	14 409	6 387
Accrued non-invoiced production	2	118 136	144 007
Derivative financial instruments	17	-	20 144
Cash and cash equivalents	11	204 937	194 162
Total current assets		507 292	461 831
Total assets		818 563	600 711

NEKKAR Consolidated statement of financial position (Continued)

For the year ended 31 December

Amounts in NOK 1000

	Notes	2024	2023
EQUITY AND LIABILTIES
EQUITY
Issued share capital	12	11 817	11 817
Treasury shares	12	-444	-153
Share premium	12	9 206	9 206
Other equity	12	397 994	383 528
Shareholders equity		418 574	404 398
Non-controlling interest	22	70 026	22 548
Total equity		488 599	426 945
NON-CURRENT LIABILITIES
Deferred tax	13	36 981	17 859
Lease liabilities	6	9 083	9 087
Non-current provision	21	33 767	-
Total non-current liabilities		79 831	26 946
CURRENT LIABILITIES
Trade payables		45 080	57 242
Income tax payable	13	4 944	1 512
Social Security and Employee taxes		11 684	7 973
Prepayment from customers	2	74 629	39 002
Derivative financial instruments	17	11 037	-
Current lease liabilities	6	6 039	4 276
Other current liabilities	19, 23	96 720	36 815
Total current liabilities		250 133	146 820
Total liabilities		329 964	173 766
Total equity and liabilities		818 563	600 711

Håkon André Berg Chair of the Board
Marit Solberg Director
Ole Falk Hansen CEO
Trine Ingebjørg Ulla Director
Bjørn-Erik Dale Director
Lars Carl Fabian Qvist Director

Kristiansand, 29 April 2025

The Board and Management of Nekkar ASA

NEKKAR Consolidated statement of changes in equity

For the year ended 31 December

Amounts in NOK 1000

	Note	Share capital	Treasury shares	Share premium	Other equity	Shareholders equity	Non-controlling interests	Total equity
Equity as of 1.1.2023		11 746	-1 5	919	313 215	330 878	20 090	350 968
Total comprehensive income		-	-	-	81 243	81 243	2 066	83 309
New Shares Issued	12	71	3 287	-	-	3 359	-	3 359
Treasury shares (purchase)	12	-	-152	-	-11 144	-11 296	-	-11 296
Acquisitions new subsidiaries	21.22	-	-	-	-	-	297	297
Other changes		-	-	-	215	215	94 309	94 524
Equity as of 31.12.2023		11 817	-153	9 206	383 529	404 398	22 547	426 945
Equity as of 1.1.2024		11 817	-153	9 206	383 529	404 398	22 547	426 945
Total comprehensive income		-	-	-	82 670	82 670	3 202	85 872
Treasury shares (purchase)	12	-	-529	-	-47 943	-48 472	-	-48 472
Treasury shares (sale)	12		238	15 101	-	15 339	-	15 339
Currency translation differences		-	-	-	25	25	127	152
Acquisitions new subsidiaries	21.22	-	-	-	-	-	42 762	42 762
Put liability booked against Equity	21	-	-	-	-33 767	-33 767	-	-33 767
Correction previous year		-	-	-	-330	-329	97	-232
Equity effect of group contribution (minority interest)		-	-	-	-1 290	-1 290	1 290	-
Equity as of 31.12.2024		11 817	-444	9 206	397 994	418 574	70 026	488 599

NEKKAR Consolidated statement of cash flow

For the year ended 31 December

Amounts in NOK 1000

	Notes	2024	2023
CASH FLOW FROM OPERATING ACTIVITIES
Profit (loss) before tax		99 791	109 264
Adjustments for:
Depreciation / impairment	6, 7	11 616	7 685
Net interest cost (income)	18	11 674	6 647
Other Financial items	18	-18 325	-12 662
Share of net profit (loss) from Equity-accounted investees	10	-34 451	7 083
Income tax paid	13	172	-
Interest paid	18	-11 674	-6 647
Interest received	18	18 325	12 662
Changes in:
Inventories	3	-3 364	-9 545
Trade receivables	9	-53 430	21 605
Trade payables		-14 763	11 349
Accrued, non-invoiced production		27 457	-30 391
Other receivables and other payables		108 522	-38 472
Net cash flow from operating activities		141 550	75 155
CASH FLOW FROM INVESTMENT ACTIVITIES
Acquisition and expenditures of fixed/intangible assets	6, 7	-25 121	-19 240
Investment in subsidiaries	8	-56 299	-2 733
Investment i associated company	10	-	-28 763
Net cash flow from investment activities		-81 420	-50 736
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of share capital		-	3 010
Acquisition of treasury shares	12	-48 779	-11 009
Share-program employees		4 318	-
Payment of lease liabilities		-4 894	-3 539
Net cash flow from financing activities		-49 355	-11 538
Net change in cash and cash equivalents	10	10 775	12 881
Cash and cash equivalents at the end of the period		204 937	194 162
Cash flow attributable to non-controlling interests		2 001	-3 727

Accounting principles

1. General information

1.1 REPORTING ENTITY

Nekkar ASA (“Nekkar”) is a public company incorporated and domiciled in Norway. The company is listed on the Oslo Stock Exchange where the shares are publicly traded. The registered head office is located at Lumberveien 27 in Kristiansand, Norway. As per 31 December 2024 Nekkar holds subsidiaries in Norway, USA, Singapore, India and Australia. Nekkar is an industrial company builder focused on ocean-based technology. The company invests in and develops technology businesses within sustainable oceans, robotics & intelligent logistics and digital solutions. With a 50-year industrial heritage from Syncrolift, Nekkar applies an active buy-to-own strategy to build long-term value. The group supports empowered operating companies with a strong balance sheet and reinvests strategically to ensure profitability and sustainable growth. As a publicly listed company, Nekkar has a proven track record of shareholder value creation through disciplined M&A, financial management, and capital allocation. Further details on the group’s principal activities and its subsidiaries can be found in Note 1 and the Directors’ Report.

1.2 BASIS OF PREPARATION

Nekkar’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union. Standards and interpretations effective for annual periods beginning on or after 1 January 2025 have not been applied in preparing these consolidated financial statements. The consolidated financial statements of the group for the year ended 31 December 2024 were approved by the Board of Directors on 29 April 2025. The consolidated financial statements were prepared based on uniform accounting principles for similar transactions and events under similar circumstances. The consolidated financial statements are presented in NOK. Financial information is presented and rounded to the nearest thousands, except were stated otherwise.

2. Summary of key accounting principles

The accounting principles set out below have been applied consistently to all periods presented in the consolidated financial statements and have been applied consistently by group entities.

2.1 BASIC PRINCIPLES

a) New accounting standards and amendments

The accounting policies adopted are consistent with those of the previous financial year.# NEKKAR ANNUAL REPORT 2024 CONSOLIDATED FINANCIAL STATEMENTS

2.1 SIGNIFICANT ACCOUNTING POLICIES

b) Current versus non-current classification

An asset is classified as current when it is expected to be realized or intended to be sold or consumed in the normal operating cycle, held primarily for the purpose of trading, expected to be realized within twelve months after the reporting period, or is cash or cash equivalent. All other assets are classified as non-current. A liability is classified as current when it is expected to be settled in normal operating cycle, it is held primarily for the purpose of trading, it is due to be settled within twelve months after the reporting period, or there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. The group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.

c) Fair value measurement

The group measures financial instruments, such as derivatives, at fair value, as defined in IFRS 13, at each financial position date.

2.2 BASIS FOR CONSOLIDATION

a) Subsidiaries

Subsidiaries are entities which Nekkar controls. Control is achieved when the group is exposed, or has rights, to variable returns from its involvement with the investee and can affect those returns through its power over the investee. Subsidiaries are consolidated from the date of acquisition, being the date on which the group obtains control, and continue to be consolidated until the date when such control ceases. In cases where Nekkar achieves control over an entity, business combinations are accounted for using the acquisition method. Non-controlling interests are presented separately as equity in the group’s consolidated statement of financial position.

2.3 SEGMENT INFORMATION

For management purposes, the group is organized into segments based on its products and services (legal entities). The Board of directors monitors the operating results of its entity separately to make decisions about resource allocation and assess performance. Performance is evaluated based on profit or loss in the different legal entities and is measured consistently with profit or loss in the consolidated financial statements. However, some of the group’s financing connected to group cash pool (including finance costs and finance income) is managed at group level and is not allocated to operating segments. Group support functions from the parent company along with technology ventures are presented as “Other”. Refer to Note 1 for further details.

2.4 FOREIGN CURRENCIES

a) Functional and presentation currencies

The financial statements of the individual entities in the group are measured in the currency primarily used in the economic area where the unit operates (functional currency). The consolidated financial statements are presented in Norwegian kroner (NOK), which is the functional and presentation currency of the parent company, and the presentation currency of the group.

b) Transactions and balance sheet items

Transactions in foreign currencies are translated into the functional currency using the currency spot rates at the time of recognition. Foreign currency gains and losses that arise from the payment of such transactions, and the currency conversion effect from monetary items (assets and liabilities) nominated in foreign currencies, which are valued at the currency spot rates at the balance sheet date, are recognized in profit and loss. Non-monetary items measured at historical cost in foreign currency are translated into functional currency using the exchange rates as at the dates of the initial transaction.

c) Group companies

On consolidation, the assets and liabilities of foreign operations are converted into NOK at the rate of exchange prevailing at the reporting date and their income statements are translated at average exchange rates. Currency effects derived from consolidation are recognized in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to the specific foreign operation is reclassified to profit or loss.

2.5 PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are recognized in the financial statements at cost less accumulated depreciation and accumulated impairment. Cost includes the costs directly related to the acquisition of the fixed asset. Subsequent expenditures are capitalized when it is likely that the group will receive future economic benefits from the expenditure, and the expenditure can be measured reliably. Other repair and maintenance costs are recognized in profit or loss in the period when the expenses are incurred. Property, plant and equipment are depreciated based on the straight-line method. Historical cost of the fixed asset is depreciated to the residual value over expected useful life, which is:

Machinery and vehicles 3-5 years
Fixtures/office equipment 5-10 years
Computer equipment 3-5 years

Indicators related to possible impairment requirements are monitored continuously. If the carrying value of the fixed asset is higher than the estimated recoverable amount, the value is impaired to a recoverable amount. Gains and losses from disposal of assets are recognized in profit or loss and represent the difference between the sales price and the carrying value. Depreciation methods, useful lives and residual values are assessed at the reporting date and adjusted when required.

2.6 INTANGIBLE ASSETS

Intangible assets that have been acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired through a business combination is their fair value at the date of acquisition. Capitalized intangible assets are recognized at a cost less than any amortization and impairment losses. Internally generated intangible assets are recognized as capitalized development costs. Intangible assets are written down and adjustment is made to amortization if the asset has been impaired.

Customer relationships and customer portfolio

Customer relationships and customer portfolios are established through contracts with customers. Customer relationships and customer portfolio acquired through a business combination are recognized as an asset based on their fair value at the acquisition date. The customer relationship and customer portfolios have limited useful life and are amortized using the straight-line method over their expected useful life (10 years).

Patents and licenses

Patents and licenses have limited useful life and are recorded at historical cost in the balance sheet less depreciation. Patents and technology are amortized using the straight-line method over their expected useful life (2 to 15 years).

Development

Research costs are expensed as incurred. Development activities include design or planning of production of new or significantly improved products and processes. Development costs associated with development of new products are capitalized to the extent that they can be reliably measured, the product or process is technically, or commercially feasible, future financial benefits are likely, and the group intends and has sufficient resources to complete the development, and to sell or use the asset. Capitalized development costs include materials, direct labor, directly attributable overheads and capitalized borrowing costs. Development costs are depreciated over their expected useful life (2 to 15 years). Public grants related to capitalized development projects are recognized as a reduction of capitalized costs.

Government grants

Government grants are recognized when it is reasonably certain that the company will meet the conditions stipulated for the grants and that the grants will be received. Tax credits related to development projects are classified as government grants if they ultimately are settled with cash. Grants relating to intangible assets are deducted from the carrying amount of the asset and recognized in profit or loss as a reduction of the depreciation charge over the lifetime of the assets.

2.7 BUSINESS COMBINATIONS AND GOODWILL

When acquiring a business, financial assets and liabilities are recognized at fair value in the group opening balance. The consideration paid in a business combination is measured at fair value at the acquisition date. The initial accounting for a business combination can be changed if new information about the fair value at the acquisition date is present. The allocation can be amended within 12 months of the acquisition date if the initial accounting at the acquisition date was determined provisionally. The non-controlling interest is measured at fair value. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. After initial recognition, goodwill is measured at cost less than any accumulated impairment losses. For impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquire are assigned to those units.

Subsidiaries

Subsidiaries encompass all entities over which the group wields control. Control is established when the group possesses the authority to direct the financial and operational strategies of an entity, thereby reaping benefits from its endeavors. Control is typically deemed to be present when the group holds more than 50 percent of the voting shares.# Associated companies
Associated companies are entities where the Group has significant influence but not control. Significant influence is assumed to exist when the Group has between 20 percent to 50 percent of the voting rights in a company. The consolidated financial statements include the Group’s share of the profits/ losses from associated companies are accounted for using the equity method, from the date significant influence was achieved.

2.8 FINANCIAL INSTRUMENTS

With the exception of forward FX contracts (see 2.9), all financial assets are classified as financial assets measured at amortized cost.

Trade receivable

Accounts receivables are recognized at transaction price. For subsequent measurement the transaction price is not adjusted for significant financing component as customer payment for goods or services is expected within a year or less. Expected credit loss is passed on both macro- economic and entity specific factors. The group engage in further judgement for trade receivables not paid when due. The group don’t use a provision matrix as allowed under IFRS 9.

Contract assets (trade receivable)

Contract assets, which mainly satisfy performance obligations not yet invoiced, are recognized with the estimated considerations according to IFRS 15 for the work performed. Contract assets are subject to impairment testing in the same manner as trade receivables.

Recognition and measurement of financial liabilities

All financial liabilities in the group are classified as financial liabilities as subsequently measured at amortized cost unless the financial liabilities are derivatives or financial liabilities held for trading, which are classified and measured at fair value. In subsequent periods, financial instruments are measured in accordance with classifications described above.

2.9 DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGE ACCOUNTING

The group is exposed to fluctuations in foreign exchange rates, which may impact operating results. To mitigate this risk, the group utilizes financial derivatives to hedge contractual income and costs in foreign currencies. Additionally, certain contracts include pricing mechanisms that qualify as embedded derivatives under IFRS 9.

Fair value hedging

The group uses financial derivatives to hedge foreign currency risk. These derivatives are initially recognized at fair value and subsequently remeasured at fair value. Attributable transaction costs are recognized in profit or loss as incurred. If a hedge does not meet the criteria for hedge accounting, the derivative is carried at fair value through profit or loss as financial income or expense.

Embedded derivatives

Embedded derivatives are separated from the host contract and measured at fair value through profit or loss as financial income or expense. if they meet the criteria in IFRS 9. If the host contract is a financial instrument measured at fair value through profit or loss, the embedded derivative is not separated.

2.10 LEASES

IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases. At the commencement date of a lease, a lessee will have to recognize a liability based on future lease payments and an asset representing the right to use the underlying asset during the lease term (“Right- of-use assets”). Further, the lessee will be required to separately recognize the interest expense on the lease liability and the deprecation expense of the right-of-use asset.

Nekkar has applied the following practical expedients:
* Exemption for short-term leases (defined as 12 months or less)
* Exemption for leases of low value assets

2.11 INVENTORIES

Inventories are valued at the lower cost and net realizable value. The cost is calculated by means of the first-in, first-out principle (FIFO). For finished goods and work in progress (for project in which revenue recognition is “point-in-time”), the cost consists of product design expenses, consumption of materials, direct labor costs, other direct costs, and indirect production costs (based on a normal capacity level). The net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and estimated costs necessary to make the sale.

2.12 CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of bank deposits. Withdrawals from the bank overdraft constitute part of current liabilities. Deposits and overdrafts are presented as net if the bank has a legal/contractual right to offset the deposits and liabilities. The group has a cash pool arrangement where Nekkar is the primary agreement holder. Cash positions on bank accounts with different currencies are presented as net in the consolidated financial statement.

2.13 FINANCIAL LIABILITIES

Non-derivative financial liabilities are initially recognized at fair value plus directly attributable transaction costs. After initial recognition, liabilities are measured at amortized costs using the effective interest method. Loans are classified as current liabilities unless there is an unconditional right to postpone payment of the debt by more than 12 months from the date of the balance sheet. The following year’s payment is classified as short-term debt. The group de-recognizes financial liability when the contractual obligations are satisfied or cancelled.

2.14 TAXES

Tax in the profit and loss accounts comprise both tax payable for the period and change in deferred tax. Tax payable for the period and deferred tax are recognized in profit or loss, except tax on items related to business combinations or taxes recognized directly in equity or comprehensive income. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. Deferred tax assets are recognized when it is convincing evidence that the company will have sufficient profit for tax purposes in subsequent periods to utilize the tax asset. The group includes the possibility of tax planning through group contribution as part of the assessment of convincing evidence. The group only recognized deferred tax assets which can be utilized in five years as the subsequent period is considered too uncertain. Deferred tax assets or liability are measured using tax rates and tax laws enacted or substantially enacted on the balance sheet date, and which presumably may be utilized when the deferred tax advantage is realized or when the deferred tax is settled.

2.15 PENSION OBLIGATIONS, BONUS SCHEMES AND OTHER COMPENSATION SCHEMES FOR EMPLOYEES

a) Pension obligations

The companies in the group have various pension plans. The pension plans are in general financed by payments to insurance companies or pension funds. As of 31 December 2024, Nekkar has only defined contribution plans.

2.16 REVENUE RECOGNITION

A five-step process is applied before revenue can be recognized.
1. Identify the contract
2. Identify the performance obligations in the contract
3. Determine the transaction price
4. Allocate the transaction price to performance obligations
5. Recognized revenue as performance obligation is satisfied

During the application process, steps 2 and 5 were the most complex due to the contract structure within Nekkar. Below are further details on the 5-step model, focusing on step 2 and 5.

1. Identification of contract

The group’s revenue derives from contracts with customers in one of the following revenue streams;
a. Long-term construction contracts (engineer-to-order)
b. Service contracts
c. After sales

All these revenue streams are based on a contract with the customer.

2. Identification of performance obligations

Due to contract structure, there are differences within the contracts regarding identifying performance obligations. The review has shown The deliveries in contracts are reviewed to identify if there are distinct performance obligations. Contracts held within continued business ordinarily represent one performance obligation, ref section 5 below. It could be argued that there could be more than one performance obligation in some of the contracts, but those potential additional performance obligations identified have been assessed immaterially.

3. Transaction price

Revenue from construction contracts includes original contract amount and approved variation orders. For contracts where multiple performance obligations are identified, a stand-alone selling price is identified to each of the performance obligations. Potential liquidated damages are recognized as a reduction of the transaction price unless it is highly probable that they will not be incurred. Beyond this there are only immaterial variable considerations.

4. Allocation of transaction price to performance obligation

Based on the extensive review of contracts upon the implementation of IFRS 15, the following has been identified; Contracts represent one performance obligation, hence allocation of transaction price to performance obligation is 1:1.

5. Revenue recognition as performance obligation is satisfied

Revenue is measured based on the consideration specified in a contract with a customer. The group recognizes revenue when it transfers control over a good or service to a customer. The following table provides information about the nature and timing of the satisfaction of performance obligations in contracts with customers, and the related revenue recognition policies.# NEKKAR ANNUAL REPORT 2024

CONSOLIDATED FINANCIAL STATEMENTS

Nature and timing of satisfaction of performance obligation

| Type of contract | Revenue recognition under IFRS 15 ## 2.22 EQUITY

Transaction costs directly related to an equity transaction are recognized directly in equity after deducting tax expenses.

2.23 CONTINGENT LIABILITIES AND ASSETS

Contingent liabilities are not recognized in financial statements. Significant contingent liabilities are disclosed, except for contingent liabilities that are unlikely to be incurred. Liabilities are recognized unless a reliable estimate can be made. If no reliable estimate can be made, the group accounts for the liability as a contingent liability.

3. Financial risk management

3.1 FINANCIAL RISK FACTORS

The group’s activities involve various types of financial risk; market risk (including currency risk and interest rate risk), credit risk, liquidity risk and operational risk. The Board of Directors has the primary responsibility for establishing and supervising the group’s framework for risk management. Risk management principles were established to identify and analyze the risk to which the group is exposed. Principles and systems for risk management are regularly reviewed to reflect any changes in activities and market conditions. The audit committee reviews management’s monitoring of the group’s principles and procedures for risk management.

The group’s main risk management plan focuses on the unpredictability of the capital market and attempts to minimize its potentially negative effects on the group’s financial results. The group engages in international operations and is especially exposed to currency risk. The group uses hedging to reduce the risk of currency exposure. The group has a decentralized structure with operational supervision of the various business units, where the main management of financial risk is determined by the Board of Directors. This applies to areas such as currency risk, interest rate risk, credit risk and use of financial derivatives. For the classification of financial assets and liabilities, reference is made to Note 19.

MARKET RISK

Market risk is the risk of changes to market prices, such as foreign exchange rates interest and commodities, affecting the income or value of financial instruments. Management of market risk intends to monitor that risk exposure lies within a set framework. The companies of the group buy and sell financial derivatives and incur financial obligations to control market risk. Transactions are carried out within the guidelines issued by the group. Hedge accounting is used for FX contracts that qualify for hedge accounting. The remaining contracts are measured at fair value through profit and loss.

There are several risks related to the market development for Nekkar’s products and services. Nekkar monitors these risks through its sales network and by monitoring relevant available information on trends like shipyard utilization indicators, investment trends and oil prices. Further description of the group’s market risk can be found in the Directors’ report.

a) Currency risk

The group operates worldwide and is exposed to currency risk in foreign currencies. Exposure to the risk in foreign exchange rates relates primarily to the group’s operating activities (when revenue or expense is denominated in foreign currencies). The group manages its foreign currency risk by hedging the net exposure in foreign currencies, which is mainly USD and EUR. Currency cash flow forecasts are reviewed on a regular basis and the group aims to hedge a portion of the forecasted net currency exposure that matures within a 24-months period. Forward exchange contracts are used as hedging instruments, and they are designated as hedges of firm commitments for those hedging relationships that qualify for hedge accounting. When necessary, forward exchange contracts are prolonged as they mature. For other monetary assets and obligations in foreign currency, net exposure is monitored and is adjusted by purchasing and selling foreign currency when necessary. The group has insignificant investments in foreign subsidiaries where net assets are exposed to currency risk at conversion of currency.

b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As per 31 December 2024, the group does not have any interest-bearing debt, hence no material exposure to the risk of changes in market interest rates. The group’s surplus liquidity is in the form of bank deposits. Any divergence from the use of a floating rate of interest and placement of surplus liquidity shall be determined by the Board of Directors. Items exposed to interest rate risk are mainly related to bank deposits and undrawn credit facilities.

c) Price risk

The group is exposed to fluctuations in market prices in the operational areas related to contracts, including changes in market prices for raw materials and equipment and development in wages. These risks are to the extent possible managed in the bid processes by locking in committed prices from vendors as a basis for offers to customers, or by striving to place purchase orders to vendors as soon as possible after contract signing or through escalation clauses with customers.

Furthermore, the majority of Nekkar’s long-term service contracts with customers have built-in clauses that ensure annual inflation adjustments that correspond to recognized consumer price indices or similar. Nekkar also has internal processes in place to effectively manage price risk, including mandatory internal controls and safeguarding processes for tenders and contracts.

CREDIT RISK

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The group is exposed to credit risk from its operating activities (primarily for trade receivables and contract assets) and from its financing activities, including deposits with bank and financial institutions, foreign exchange transactions and other financial instruments. Credit risk is handled at a corporate level. The credit risk is reduced through distribution on several counterparts. Requirements to credit ratings have been established toward counterparts, and new customers are subject to credit rating test. In order to minimize the risk of losses the group applies comprehensive use of Letters of Credit toward its customers. The group carries out assessment of credit risk to the political structure depending on the economic importance of the agreements based on assessments from the OECD and other equivalent factors. Maximum risk exposure is represented by the extent of financial assets recognized in the balance sheet. Please find additional information in Note 19. The counterparties for derivatives and bank deposits are investment grade rated banks (Nordea and DNB), and the credit risk related to these are considered insignificant.

As of 31.12, the group had the following maturity distribution on its external customers:

	Total	Not overdue	Overdue 0-3 months	Overdue 3-6 months	Overdue >6 months
31.12.2024 (NOK 1000)	73,367	60,062	151,819	7,399	10,992
31.12.2023 (NOK 1000)	185,110	45,962	85,269	5,983	18,214

For accounts receivable that are not yet due, the assessment is, based on previous experience, that there is no need to impair the value. Accounts receivable relate to independent customers who have no previous history of failing to fulfill their obligations to the group. Invoicing is largely done in accordance with milestone-based progress in each project. The above table is presented net of bad debt provisions. As per 31 December 2024, a provision NOK 23 million is included due to uncertainty for payment in three projects. Hence, the gross amount of accounts receivables > 6 months overdue is NOK 34 million. Additional information on accounts receivable is available in Note 9.

LIQUIDITY RISK

Liquidity risk is the risk of the group being unable to fulfill its financial obligations as they fall due. Liquidity risk management implies maintaining sufficient cash and committed credit facilities for the group to meet obligations as they mature for payment. As of 31 December 2024, the group’s credit facilities include a guarantee and derivatives facility of NOK 350 million, an overdraft facility of NOK 100 million and a revolving credit facility of NOK 100 million. All facilities are with Nordea. As per 31 December 2024, the group had drawn NOK 284 million of the guarantee facility. No amount has been drawn on the overdraft and the revolving credit facility. The group is continuously focusing on efficient management of working capital to optimize cash flow from operations. The group has established a joint cash pool arrangement. The cash pool arrangement improves accessibility and flexibility in the management of liquidity funds. The group’s liquidity development is continuously monitored based on liquidity forecasts from the Business units. The group’s strategy is always to have sufficient cash reserves or credit facilities available to be able to finance its operations and investments.

The table below gives an overview of the structure of maturity of the group’s financial obligations:

CLIMATE RISK

Nekkar develops digitalized impact technologies that aim to unlock customer value, including reduction of environmental footprint and CO2-emissions, in numerous industries including renewables, aquaculture, shipping and offshore energy. As such, climate change represents both a risk and an opportunity for Nekkar.# Nekkar

Nekkar considers its main climate risks to be associated with the global ambition/implementation gap for the transition to more renewable energy, as well as climate policy and taxation changes that could limit or delay the adoption of Nekkar’s new technologies that are enablers to reduce the carbon footprint in the industries the company operates. This applies to both the renewables and aquaculture industries. Nekkar’s exposure to the oil and gas industry is limited today but could grow in the coming years. The offshore energy industry has been identified as high risk by the Task Force on Climate-Related Financial Disclosures, and the industry is under pressure to reduce its emissions. Although the Ukraine war and associated energy shortage in Europe is likely to result in heavy investments in the offshore energy industry in the coming years, there is a long-term risk of declining investment in upstream oil and gas. However, the software and technologies that Nekkar delivers are capable of significantly reducing drilling time and amount of personnel required offshore, thereby substantially reducing the carbon footprint associated with this type of offshore operations. As such, climate- related risks also represent an opportunity for Nekkar. The energy transition may shorten the expected useful lives of oil and gas-related assets, which can accelerate depreciation charges. However, Nekkar is primarily a software supplier to the oil and gas industry, which means that the company does not expect assessment of the effect on useful lives to have significant accounting impact. Another climate risk is the increase in the frequency and intensity of extreme weather events. As the large majority of Nekkar’s operations in based in Norway, this expectation is not assessed to lead to any effects on expected useful economic life of property, plant and equipment. However, extreme weather could result in delayed project progress, for example for installation of shiplifts in parts of the world that are more exposed to extreme weather. This could potentially mean that revenue and margin recognition could be delayed in such projects. Nekkar has not experienced any delays caused by extreme weather events during 2024. Overall, it is Nekkar’s view that the company is well positioned to profit from a stronger focus on reducing emissions from the industries the company operates within, and that there are more positive business opportunities than negative risks associated with stronger industry efforts on reducing emissions and combating climate change. Nekkar has considered the impact of climate change on going concern. Effective assessment and analysis of climate-related risks and opportunities is vital to understand the potential impacts of climate-related risks on asset valuations, revenue and investment requirements. For 2024, Nekkar has therefore defined an objective to conduct a detailed climate risk analysis and set carbon footprint reduction goals for the company.

OPERATIONAL RISK

Operational risk is the risk of direct or indirect losses because of a whole range of causes related to the group’s processes, personnel, technology and infrastructure, as well as external factors besides credit risk, market risk and liquidity risk that follow from laws, rules and generally accepted principles for business conduct. Operational risk arises in all the group’s business areas. The group’s deliveries are primarily organized in the form of projects. The group continuously strives to improve operations and projects implementation. This further includes operational and financial qualification of major sub-suppliers to reduce project completion risk. The group handles operational risk so that a balance is reached between avoiding economic loss or damage to the group’s reputation, general cost effectiveness, and avoiding control routines that limit initiative and creativity. The responsibility to develop and implement controls designed to handle operational risk is allocated to the top management within each business area. This responsibility is supported by developing the overall group standard for management of operational risk in various areas.

3.2 ESTIMATION OF FAIR VALUE

The fair value of financial instruments traded in an active market is based on the market value on the balance sheet date. The group has no such items in the financial statement. Fair value of financial instruments not traded in an active market is estimated using valuation techniques (primarily discounted future prospective cash flows) or other relevant information for giving a best estimate of fair value on the balance sheet date. Examples of this are forward contracts in foreign currencies where fair value is calculated by using the change in the currency on the balance sheet date. Fair value of drawings/technology acquired in a business combination is determined using the relief of royalty method. The valuation is based on the concept that if the company owns a technology, it does not have to rent and is then relieved from paying a royalty. The fair value of other intangible assets is based on the discounted cash flows expected to be derived from the use and eventual sale of the assets.

4. Use of judgement and estimates

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the group. Such changes are reflected in the assumptions when they occur.

In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively.

a) Judgements

Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements is included below and in respective notes:

Revenue recognition - Right to payment (IFRS 15): For contracts with no termination for convenience clause, the group’s enforceable right to payment is subject to general law in the relevant jurisdiction. In most cases with termination, the group is responsible for mitigating the customers’ losses by maximizing revenue from alternative sources. Based on historic numbers and current estimates, alternative revenue sources are considered insignificant. Consequently, the major portion of a contract’s value and company profit will be compensated by the initial contract holder.
Business combination – management has identified customer relations as the only intangible assets in the business combination in 2024. This assessment is subject to use of judgement by management.

b) Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the year ending 31 December 2024 is included below and in respective notes:

Impairment test of intangible assets: key assumptions underlying recoverable amounts. For further description of assumptions and estimation uncertainties, please see Note 7.
Revenue recognition of construction contracts: Recognition of revenue from construction contracts is done in accordance with the percentage of completion method, ref. IFRS 15. The assessment of project costs is based on several estimates and assessments, each of which has an inherent uncertainty. The percentage of completion method requires that the group prepare reliable estimates for future costs for each project.
Warranty liability: The group customarily offers a warranty period of one or three years on its delivered products. Management estimates accruals for future guaranteed commitments based on information from historical guaranteed claims, together with updated information on the quality of recent deliveries. Factors that may affect estimated obligations include the outcome of productivity and quality initiatives, reference prices and labor costs.
Business combination: There is estimation uncertainty in estimating the fair value of customer relations acquired in business combination. Key assumptions are future earnings from current customers, churn rate and contributory asset charges.
Business combinations: There is estimation uncertainty in estimating the fair value of the recognized put liability. Key assumptions are forecasted profitability in 2027.

Remaining period: Amounts in NOK 1000

	< 6 months	6-12 months	1-5 years	> 5 years	Total
2024
Long-term financial obligations:
Interest-bearing non-current liabilities	-	-	-	-	-
Current financial obligations:
Embedded derivatives	2,981	-	-	-	2,981
FX-derivatives	5,661	1,104	1,291	-	8,056
Prepayments from customers	74,629	-	-	-	74,629
Accounts payable and other current liabilities	158,428	-	-	-	158,428
Total financial obligations	238,718	1,104	4,272	-	244,094
2023
Long-term financial obligations:
Interest-bearing non-current liabilities	-	-	-	-	-
Current financial obligations:
FX-derivatives	-	-	-	-	-
Prepayments from customers	39,002	-	-	-	39,002
Accounts payable and other current liabilities	103,542	-	-	-	103,542
Total financial obligations	142,544	-	-	-	142,544

CONSOLIDATED FINANCIAL STATEMENTS

Note 1 Operating segments

Amounts in NOK 1000

The segments structure in Nekkar are as follows:

Consist ofSyncrolift:

The Syncrolift segment includes shiplifts, docking/transfer systems and related service activity for shipyards. The main operating entity in this segment is Syncrolift AS with its head office in Vestby, Norway. Syncrolift also has local presence in important markets through subsidiaries in the US, India and in Singapore alongside a sales/service office in Dubai and Australia.Syncrolift is the global market leader for shiplifts and transfer systems offered to repair and newbuilding yards. They deliver turnkey and customized solutions to commercial yards and navy bases around the world. The product range includes shiplifting systems for launching and retrievals of vessels and transfer systems for a fast and reliable way of moving vessels around the yard.

Intellilift

The foundation of Intellilift’s business is superior engineering, electrification, automation, and digitalisation competence with heritage from “Drilling Bay” in Kristiansand, Norway. Intellilift applies this competence across the Nekkar Group as well as to external clients. Intellilift software also increases efficiency on drilling rigs and reduces emissions through reduced drilling time. Collecting data from numerous different sensors, will improve the real time operation as well as enable remote operation and robotization. Intellilift’s business model is threefold – project based, perpetual upfront software licenses and software as service licenses, depending on customer preferences.

Techano

Techano Oceanlift specializes in advanced load handling and lifting equipment for the aquaculture and Oceanliftoffshore energy industry, with products such as cranes, gangways, and fish transfer systems. Techano Oceanlift has a strong base of engineering expertise. Its cutting-edge solutions cater to the specific needs of the offshore renewables, energy and aquaculture industries.

Globetech

In 2024, Globetech marks a new addition to Nekkar’s business portfolie. The acquisition was finalised at August 15 2024. The company provides ICT (information and communication technology) infrastructure, connectivity and support services to the global maritime sector. Globetech offers complete solutions for onboard network infrastructure including hardware, tailored solution architecture and system integration for satellite communications, and develops software and customized ICT solutions that focuses on cybersecurity to ensure secure and continuous operations.

Other

The “Other” segment includes group functions in the parent company, the advancement of impact technology ventures including SkyWalker, the investment in FiiZK and group eliminations. FiiZK, is an entity that delivers closed cage systems for fish farmers. FiiZK has significant experience and track record in delivering closed cages that avoids sea lice, prevents escape and enables collection of sludge. As of 31 December 2024 the book value of FiiZK was MNOK 82.2.The SkyWalker project, is a ground-breaking wind turbine installation and service technology tool suitable for onshore and offshore wind. Capitalised development costs of SkyWalker amounted to NOK 3.3 million in 2024.Development costs related to SkyWalker are partly funded by external contributions from Innovation Norway, Norges forskningsråd and Skattefunn

Change in segments

The change in segments from 2023 corresponds to the acquisition of Globetech AS in 2024.

	Techano	Other/Syncrolift	Intellilift	Oceanlift	Globetech	Elim Total
2024
External revenue	491 061	29 241	63 514	37 892	1 799	623 508
Internal revenue	779	14 508	-	-	7 795	23 082
Total revenue	491 840	43 750	63 514	37 892	9 594	646 590
Intergroup eliminations	-779	-14 508	-	-	-7 795	-23 082
Consolidated revenue	491 061	29 241	63 514	37 892	1 799	623 508
Earnings before depreciation, finance and tax (EBITDA)	119 008	5 271	-9 956	9 661	-31 752	92 231
Depreciation/amortisation	2 262	1 394	547	1 130	6 283	11 616
Operating profit/(loss)	116 745	3 878	-10 503	8 531	-38 035	80 615
Net finance	-7 647	-396	-3 168	320	30 067	19 176
Segment profit/(loss) before tax	109 098	3 481	-13 671	8 851	-7 968	99 791
Income tax expense	23 311	-189	-2 741	1 955	-8 416	13 920
Profit (loss) for the period after tax	85 788	3 670	-10 930	6 896	448	85 872
This year’s capital expenditures	3 380	4 494	11 638	-	3 351	22 862
2023
External revenue	515 204	29 125	30 336	-	422	575 086
Internal revenue	290	4 729	-	-	9 395	14 414
Total revenue	515 494	33 854	30 336	-	9 816	589 500
Intergroup eliminations	-290	-4 729	-	-	-9 395	-14 414
Consolidated revenue	515 204	29 125	30 336	-	422	575 086
Earnings before depreciation, finance and tax (EBITDA)	131 863	6 184	1 075	-	-30 365	108 758
Depreciation/amortisation	1 814	1 512	97	-	4 261	7 685
Operating profit/(loss)	130 049	4 672	978	-	-34 626	101 073
Net finance	10 708	135	1 498	-	-4 150	8 191
Segment profit/(loss) before tax	140 757	4 807	2 476	-	-38 776	109 264
Income tax expense	31 551	1 056	282	-	-6 934	25 955
Profit (loss) for the period after tax	109 206	3 751	2 194	-	-31 842	83 309
This year’s capital expenditures	1 115	553	6 354	-	-10 645	18 667

Capital expenditure

Capital expenditure is net amount of money spent on aquiring or maintaining assets and grants recived.

Information about geographical areas

The activity are primarily distributed in the following regions:

Revenue	2024	2023
Europa	65 305	61 636
Turkey	59 600	24 630
Asia/Australia/NZ	87 924	45 484
North America	3 352	3 662
UAE	143 828	95 476
Africa	24 009	12 842
USA	107 259	147 662
South America	26 980	4 803
India	62 421	177 556
Norway	42 560	1 335
Other	269	-
Total revenue	623 508	575 086

Sales are allocated based on the customer’s country of domicile. Since revenue is project based, historic geographical allocation will not be representative for business going forward. During 2024 Syncrolift has two customers that each accounted for more than 10% of the consolidated revenue. These customers generated revenue of MNOK 98 and MNOK 130 respectively. In 2023 the revenue from the same customers was MNOK 122 and MNOK 94 respectively.

Note 2 Revenue

Amounts in NOK 1000

Revenue streams

Description of revenue streams are presented under “Accounting principles” in section 2.20.

	2024	2023
Revenue from construction contracts recognized over time	500 243	515 502
Revenue from construction contracts recognized point in time	-	-
Sale of spareparts	60 454	50 002
Revenue from service contracts	56 822	9 161
Other operating revenue	5 990	422
Total revenue	623 508	575 087

Contract balances

	2024	2023
Trade receivable	151 819	85 269
Contract assets	118 036	144 007
Contract liabilitites	69 729	39 002

Customer contract assets relate to consideration for work completed, but not yetinvoiced at the reporting date. The contract assets are transferred to trade receivables when the right to payment become unconditional, which usually occurs when invoices are issued to the customers. Contracts liabilities relates to advance consideration received from customer on work not yet completed. This is classified as prepayments from customer in the consolidated statement of financial position. Contract liablilities reported on the balance sheet as of 2023 has all been recognized as revenue in 2024.

Disaggregation of revenue from contracts with customers

Revenue from contracts with customers is disaggregated by primary geographical market under segment information in note 1.

Transaction price allocated to the remaining performance obligation

The following table shows the remaining performance obligation on committed projects:

	2024	2023
Contracted revenue projects and long-term service contracts	1 859 947	1 821 048
Accumulated Revenue recognised per 31 December	1 171 201	1 017 562
Aggregated amount of the transaction price allocated to unsatisfied performance obligation	688 746	803 486

Production time for typical Shipyard Solutions projects are up to 48 months, hence revenue allocated to the remaining performance obligation is expected to be recognized within the next 48 months. Service contracts has been entered into for a period of up 20 years. The typical service agreement is 1-3 years.

Note 4 Payroll expenses and employee information

Amounts in NOK 1000

Payroll expenses

	2024	2023
Salaries	113 065	89 764
Employer's social security contribution	18 620	13 725
Pension cost	8 940	6 197
Other benefits	5 829	4 126
Total payroll expenses continued operations	146 455	113 812

Number of employees at the end of the year | 129 | 92 |

1)Board remunerations

	2024	2023
Håkon Andre Berg Board member since 06.2023	347	-
Marit Solberg Board member since 10.2019	347	347
Trine Ulla Board member since 06.2023	347	-
Lars Carl Fabian Qvist Board member since 06.2024	-	-
Bjørn-Erik Dale Board member since 06.2024	-	-
Trym Skeie Board member since 06.2008 - 05.2024	550	550
Gisle Rike Board member since 06.2015 - 05.2024	347	347
Ingunn Svegården Board member since 10.2019 - 05.2023	-	347
Total	1 938	1 591

1) The Annual General Meeting determines the remuneration to the Board and nomination commitee from one General Meeting to the next. For the financial year 2024, the reported remuneration is related to the remuneration paid in 2024 based on the amounts determined by the Board at the Annual General Meeting for 2023.
2) Gisle Rike represents Rasmussengruppen and the board fee was paid to Rasmussengruppen. The Board has not received any remuneration beyond Director’s fee. No loans or severance pay is given to the Directors.

Nomination committee remuneration

Nekkar’s nomination committee comprised of the following members: Anne Grethe Ellingsen (Chairman) and Leif Haukom.# NEKKAR ANNUAL REPORT 2024

CONSOLIDATED FINANCIAL STATEMENTS

Note 3 Inventories

Amounts in NOK 1000
| | 2024 | 2023 |
| :----------- | :---- | :---- |
| Spareparts | 15,811 | 8,996 |
| Work in progress | 2,657 | 3,341 |
| Obsolescence | -476 | -476 |
| Total inventories | 17,991 | 11,861 |

Statement regarding the stipulation of remuneration and other benefits for the CEO and other executives

Regarding Group management, Nekkar ASA’s remuneration policy is based on offering competitive terms. Remunerations should reflect that Nekkar is a listed company with an international focus. The annual remuneration is based on Group management's part-taking in the results generated by the company and the added value for shareholders through increased company value. Remuneration consists of two main components: Base salary and bonus.

Base salaries is intended to be competitive and motivating, but in line with general market terms.
Bonus for the CEO and other executives is determined on the basis of target results and on individual targets. Bonus targets are revised annually and is limited to 50% of base salary for the CEO and other executives. Bonus payments reported in 2024 is based on the evaluation of the relevant performance criteria for the fiscal year ending 31.12.2023. Bonus payments are based on individual employment contracts. A bonus provision of MNOK 3.0 is included in other current liabilities per 31.12.2024 for the CEO and other executives based on the 2024 targets. The final bonus payment was approved in Q1 2025.

Senior executives have notice six months, and severance pay periods of up to six months. Reference is made to remuneration report for further details.

Remuneration and other benefits for the CEO and other senior executives employed during 2024

Amounts in NOK 1000

Name	Positions	Base salary	Other benefits	Bonus paid	Pension cost
Ole Falk Hansen	CEO	3,366	19	1,630	210
Rolf-Atle Tomassen	EVP Shipyard Solutions	2,569	17	800	210
Mette Harv	EVP Aquaculture & Renewables	1,923	17	752	211
Petter Brøvig	Head of strategy	1,235	16	290	152
Marianne Voreland Ottosen	Head of finance	1,375	17	330	188

Remunerations
Taxable remuneration
Other benefits
Board remuneration, car, group life insurance, phone, newspaper, etc.
Bonus paid
Bonus paid to employee in current year

Remuneration of Auditor

	2024	2023
Statutory audit	1,904	1,847
Other attestation services	27	11
Other non-audit service	11	-
Total	1,942	1,858

Note 5 Pensions

Amounts in NOK 1000

The Group have established pension plans in accordance with local practice and law regulations. In general Nekkar has set up defined contribution plans for all employees. Annual contribution paid during the year is expensed when incurred. Reference is made to the remuneration report for further details.

	2024		2024	2023		2023
	Total	Insured	Uninsured	Total	Insured	Uninsured
+ Defined contribution plan	8,940	-	8,940	6,197	-	6,197
= Total pension cost	8,940	-	8,940	6,197	-	6,197
- of which recognised as payroll cost	8,940		8,940	6,197		6,197
- of which recognised as finance cost	-		-	-		-

Note 6 Fixed assets

Amounts in NOK 1000

2023 Financial year
| | Right-of-use asset | Furniture, office-equipment, etc. | Total |
| :----------------------------------- | :----------------- | :-------------------------------- | :----- |
| Book value as of 1.1. | 4,409 | 9,809 | 14,219 |
| Additions | 12,043 | 1,906 | 13,949 |
| Disposals | - | - | - |
| Depreciation, amortization and impairments | -2,911 | -2,528 | -5,439 |
| Book value as of 31.12.2023 | 13,541 | 9,188 | 22,727 |
| | | | |
| Acquisition cost 31.12. | 20,472 | 40,368 | 66,341 |
| Accumulated depreciation and impairments as of 31.12. | -6,931 | -31,181 | -43,611 |
| Book value as of 31.12.2023 | 13,541 | 9,188 | 22,727 |

2024 Financial year
| | Right-of-use asset | Furniture, office-equipment, etc. | Total |
| :----------------------------------- | :----------------- | :-------------------------------- | :----- |
| Book value as of 1.1. | 13,541 | 9,188 | 22,727 |
| Additions | 5,658 | 1,224 | 6,883 |
| Acquisitions | - | 2,640 | 2,640 |
| Disposals | - | -354 | -354 |
| Depreciation, amortization and impairments | -4,675 | -2,585 | -7,261 |
| Book value as of 31.12.2024 | 14,524 | 10,113 | 24,635 |
| | | | |
| Acquisition cost 31.12. | 26,130 | 43,878 | 70,009 |
| Accumulated depreciation and impairments as of 31.12. | -11,606 | -33,766 | -45,372 |
| Book value as of 31.12.2024 | 14,524 | 10,113 | 24,635 |

1) Undiscounted lease liabilities and maturity of cash outflows
| Lease payments 2025 | 5,669 |
| :--------------------------- | :---- |
| Lease payments 2026-2027 | 7,340 |
| Lease payment 2028 | 3,192 |
| Total undiscounted lease liabilities at 31.12.2024 | 16,200 |

1) The lease liability does not included the 5 yr option period for the offices in Syncrolift. When calculating the Right-of-use asset, a discount rate of 6.26% is applied.

Note 7 Intangible assets and goodwill

Amounts in NOK 1000

	Brand name, licences	Customer portfolios	Patents, Technology	Development costs	Goodwill	Total
As of 31.12.2023
Acquisition cost 31.12.	-	10,899	47,594	3,300	17,050	78,844
Accumulated depreciation and amortization as of 31.12.	-	-6,205	-3,786	-1,568	-	-11,559
Book value as of 31.12.2023	-	4,694	43,807	1,732	17,050	67,284

2024 Financial year
Book value 1.1.	-	4,694	43,807	1,732	17,050	67,284
Additions	-	-	23,224	-	-	23,224
Government grants	-	-	-657	-	-	-657
Acquisitions	27,700	155	-	89,082	-	116,937
Depreciation and amortization	-923	-665	-2,500	-330	-	-4,418
Book value as of 31.12.2024	26,777	4,184	63,875	1,402	106,132	202,370

Useful life (years)	10 years	5-10 years	5-10 years	10 years	Infinite

As of 31.12.2024
Acquisition cost 31.12.	27,700	11,054	70,162	3,300	106,132	218,348
Accumulated depreciation and amortization as of 31.12.	-923	-6,870	-6,286	-1,898	-	-15,977
Book value as of 31.12.2024	26,777	4,184	63,876	1,402	106,132	202,370

Total capitalized development cost amounts to MNOK 23.2 in 2024, allocated across several key projects. MNOK 7.2 is related to the crane series under development in Techano Oceanlift. MNOK 5.3 relates to a SOV package including a gangway and 3D compensated crane. MNOK 3.8 is attributed to Inteliwell and Robotoc driller projects within Intellilift. MNOK 3.2 is invested in the SkyWalker solutions for major component replacement in offshore wind. In Syncrolift, MNOK 3.2 is capitalized for development of the Flex Trolley, Wire rope system and Flexpad. Total government grants received on these projects amounts to MNOK 0.6 in 2024. Technology assets relates to the acquisitions of Intellilift AS in 2019.

Allocation of goodwill and impairment assessment

Recognised goodwill relates to the acquisition of Intellilift which amounts to MNOK 16.6, the Techano Oceanlift acquisition in March 2023 of MNOK 0.4 and the Globetech acquisition in August 2024, totaling to MNOK 89.1, resulting in a combined value of MNOK 106.1 as of 31 December 2024. The goodwill related to Globetech is attributable to the strategic value of the company’s market position, which is well-positioned for growth driven by global trends in ship digitalization and cybersecurity demands. Additionally, the goodwill reflects the value of the highly skilled and experienced workforce, with specialized market insights that support Nekkar ASA’s future growth objectives. The goodwill related to Intellilift and Techano Oceanlift includes the value of employees with special skills and expected synergies with the existing business of Nekkar. These intangible assets do not fulfill the recognition criteria under IAS 38 and are therefore not recognized separately. Reference is made to note 21 Business Combinations.

In accordance with IAS 36, goodwill is not amortized, but is tested for impairment at least annually, or when there are indications of impairment. Nekkar performed its annual impairment test in January 2025. Goodwill is tested for impairment by groups of cash generating units (CGU) and Globetech, Intellilift and Techano Oceanlift is assessed as separate CGUs. As of 31 December 2024, the recoverable amount of the CGUs has been determined based on a value in use calculation using cash flow projections from the 2025 budget and a total forecast period of 5 years. The pre-tax discount rate applied to the cash flow projections is 15.7% and the cash flows beyond the five-year period are extrapolated using a 1.5% growth rate. The impairment test indicated that the recoverable amount exceeds the book value of the CGU, hence no impairment is recognised as per 31 December 2024.

The value in use is based on several key assumptions and is most sensitive to the following:

Discount rate (WACC)
Gross margins
Growth assumptions in cash flow projections
Terminal growth rate

If these key assumptions are developing unfavorably it may cause a need for impairment of the recognised goodwill. However, management believes that only a significant change in the assumptions used will lead to an impairment.

	2024	2023
Goodwill Globetech	89,082	-
Goodwill Techano Oceanlift	406	406
Goodwill Intellilift	16,644	16,644
Total goodwill	106,132	17,050

Development costs

The Group performed its impairment assessment in January 2025. The recoverable amount has been determined based on a value in use calculation using 5 year cash flow projections. The impairment test indicated that the recoverable amount exceeds book value, hence no impairment is recognised as per 31 December 2024.# NEKKAR ANNUAL REPORT 2024 CONSOLIDATED FINANCIAL STATEMENTS

Note 8 Subsidiaries

The following subsidiaries are basis for the consolidated accounts 31.12.24:

Subsidiary of	Registered office	Acquisition year	Voting Ownership	Local Share capital	Functional currency	Local currency
Nekkar ASA	Vestby, Norway	1994	100%	1 045 000 NOK	NOK	NOK
	Kristiansand, Norway	2018	100%	60 000 NOK	NOK	NOK
	Kristiansand, Norway	2022	100%	30 000 NOK	NOK	NOK
	Kristiansand, Norway	2023	90%	505 051 NOK	NOK	NOK
	Kristiansand, Norway	2024	67%	663 790 NOK	NOK	NOK

Subsidiary of	Registered office	Acquisition year	Voting Ownership	Local Share capital	Functional currency	Local currency
Syncrolift AS	USA	2019	100%	-	USD	USD
	Singapore	2019	100%	-	SGD	SGD
	India	2023	80%	5 000 000 INR	INR	INR
	Australia	2023	100%	-	AUD	AUD

Subsidiary of	Registered office	Acquisition year	Voting Ownership	Local Share capital	Functional currency	Local currency
Nekkar Invest AS	Kristiansand, Norway	2019	51%	101 321 NOK	NOK	NOK

Acquisition 1)	Registered office	Year	Ownership	Voting share	Local Share capital	Functional currency	Local currency
Intellirob AS	Kristiansand, Norway	2019	100%	100%	30 000 NOK	NOK	NOK

1) Represents Intellilift AS’ share.

Note 9 Trade and other receivables

Amounts in NOK 1000

	2024	2023
Trade receivables	174 852	104 841
Loss provisions	-23 033	-19 571
Net trade receivables	151 819	85 270

Trade receivables (gross) per currency:

	2024	2023
EUR	57 236	21 044
USD	99 300	69 673
NOK	15 486	12 806
SGD	2 831	1 317
Total	174 852	104 841

For additional information on accounts receivables and associated risks, see Accounting Principles and sections 2.8, 3.1 and 4 and Note 19.

Other short-term receivables

	2024	2023
VAT	285	2 239
Prepayments	6 947	2 543
Other receivables	7 177	1 604
Sum other short-term receivables	14 410	6 387

For accrued, not invoiced revenue, see Note 2 Revenue. For receivables relating to derivatives and hedge accounting, see Note 17 Derivatives.

Note 10 Equity accounted investments

Amounts in NOK 1000

Equity-accounted investments include associated companies of Nekkar and are defined as related parties. Associated companies are entities where the Group has significant influence, but not control. Significant influence is assumed to exist when the Group has between 20 percent to 50 percent of the voting rights in a company. Set out below is the associated company owned by the group per 31.12.2024.

Affiliated company of Nekkar ASA	Registered office	Acquisition year	Ownership	Voting share
Fiizk Topco AS	Trondheim, Norway	2024	39%	39%

Equity accounted investments

	Fiizk Topco AS
Opening balance 1.1.2024	46 681
Share of profit/loss	34 451
Closing balance 31.12.2024	81 132

1) Included in the balance sheet as of 31.12.2024 is goodwill of NOK 29,6 million.

FiiZK is the market’s leading supplier of large-scale closed cage systems for post-smolt production at sea. Since 2014, FiiZK has delivered over 20 closed containment systems—by far the most in the world—to aquaculture customers in Norway and internationally. In 2024, FiiZK divested FiiZK Digital and FiiZK Protection, completing the restructuring and streamlining process initiated in 2023. Moving forward, FiiZK will focus on innovative aquaculture solutions, including closed and semi-closed cage systems for fish farming, along with associated software, maintenance, and services.

As part of the Shareholder Agreement for FiiZK Topco AS, Nekkar has a right, but no obligation, to acquire all the shares in FiiZK Topco AS from the other shareholders. The call option may be exercised from 14-28 June 2024, and may be postponed yearly, whereby 14-28 June 2026 shall be the last possible Exercise Period. The purchase price shall be determined as the fair value at the time the call option is exercised.

Fiizk Topco AS Dec 2024


Non-current assets	106 023
Current assets	89 753
Non-current liabilities	19 021
Current liabilities	62 532
Net assets	114 222
Revenue from sales	158 571
Other revenue	110 316
Net profit for the year	84 792

The table above shows figures that appear in the financial statements of FiiZK Topco AS. Only minor adjustments have been made to the numbers for IFRS purposes in Nekkar’s group reporting.

Note 11 Assets pledged as security and guarantees

Amounts in NOK 1000

Nekkar ASA has no interest bearing debt, however certain facilities with Nordea Norge ASA are established. Nekkar has the following credit facilities through its facilitators:

	2024	2023
	Limit / Drawn	Limit / Drawn
Guarantee limit for Group (Nordea)	290 000 / 283 968	290 000 / 164 363
Overdraft facility (Nordea)	100 000 / -	100 000 / -
Revolving Credit facility (Nordea)	100 000 / -	100 000 / -

The finance agreements include pledges of plant and machinery, inventory and accounts receivables in Nekkar ASA and Syncrolift AS. The guarantee limit is utilized by Syncrolift AS, Techano Oceanlift AS and Intellilift AS and cover payment guarantee, performance bonds, advance payment bonds and tax guarantees.

Under the credit facilities the financial covenants are a debt ratio based on net debt/EBITDA and an equity ratio based on equity/total assets.
* The company’s debt ratio shall not exceed 2,5 times the EBITDA and is calculated from the consolidated total interest bearing debt to the consolidated EBITDA.
* Equity ratio shall not be lower than 35 %, calculated from the consolidated total equity to consolidated total assets.

The covenants also include a term related to Nekkar maintaining its 100 % ownership in Syncrolift AS. The covenants are monitored on a regular basis to ensure compliance with the credit agreements which are tested and reported on a quarterly basis. Nekkar was in compliance with its covenants as of December 31, 2024.

For the above mentioned facilities the following assets have been pledged as collateral to Nordea:

Assets pledged as collateral for secured debt:

	2024	2023
Account/Group receivables	139 979	77 588
Inventory/Work in progress, including non-invoiced production	73 659	151 706
Property, plant and equipment	8 214	9 068
Assets pledged as collateral *	221 853	238 362

Assets pledged as collateral includes Nekkar ASA and Syncrolift AS. The pledged assets are presented in the balance sheet under the differenct categories. In addition, investments in subsidiaries and intercompany balances and loans are eliminated in the group accounts. A MNOK 20 bank deposit in DnB is in addition restricted and serves as collateral for derivative facilities with DnB.

Nekkar has provided the following self-guarantees on behalf of wholly owned subsidiaries and related parties as of December 31.

	2024	2023
Self-guarantees related to the framework agreement with Tryg on behalf of FiiZK Topco AS	107 514	0

Note 12 Share capital and shareholder information

Amounts in NOK

Date	Number of shares	Nominal value	Share capital
31.12.2024	107 427 112	0.11	11 817
31.12.2023	107 427 112	0.11	11 817

There were no changes in share capital in 2024. In 2023 there was an increase in share capital of NOK 71 146 and an increase in share premium of NOK 3 287 354. The capital increase was related to a share purchase program where 646 778 shares were issued.

Dividends paid and proposed:

	2024	2023
Dividend declared and paid during the year: per share	-	-
Dividend proposed: per share	-	-
Repayment of issued equity: NOK per share	-	-

Share capital

Treasury shares:

	Number of shares	1 (NOK 1 000)
Treasury shares as of 01.01.2023	6 632	1
Purchase/(sale) of treasury shares 2023	1 392 333	153
Purchase of treasury shares 2024	4 804 327	528
Treasury shares as of 31.12.2023	1 398 965	154
Use of treasury shares employee share program	-685 211	-75
Use of treasury shares in the Globetech acquisition	-1 482 550	-163
Treasury shares as of 31.12.2024	4 035 531	444

The share buy-back program is executed in accordance with the authorization granted to the Board of Directors by the Annual General Meeting of Nekkar held on May 30, 2024. The program will be used for corporate purposes in accordance with the above-mentioned authorization. Nekkar currently holds 4,035,531 of its own shares, representing 3.8 percent of the company’s total shares. The total transaction value for the purchased treasury shares in 2024 amounted to NOK 48.8 million.

4) Principal shareholders of Nekkar ASA as of 31.12.2024:

Shareholder	Number of shares	Ownership	Voting share
Skeie Teknologi AS	31 475 823	29.3%	30.4%
Nordnet Pensionsförsäkring AB	5 326 408	5.0%	5.2%
Mp Pensjon Pk	5 037 753	4.7%	4.9%
Tigerstaden AS	5 000 000	4.7%	4.8%
Nekkar ASA	4 035 531	3.8%	-
Hatle AS	3 492 567	3.3%	3.4%
Avanza Pension	2 560 865	2.4%	2.5%
Seb Cmu/Secfin Pooled Account	1 999 628	1.9%	1.9%
Banco Inversis SA	1 831 755	1.7%	1.8%
Skeie Consultants AS	1 507 243	1.4%	1.5%
Alandsbanken Nordiska Smabolag Placeringsfond	1 500 000	1.4%	1.5%
Itlution AS	1 475 261	1.4%	1.4%
Dyvi Invest AS	1 225 000	1.1%	1.2%
Skeie Kappa Invest AS	1 204 828	1.1%	1.2%
Patronia AS	1 127 429	1.0%	1.1%
Wieco Invest AS	939 047	0.9%	0.9%
Vinterstua AS	922 628	0.9%	0.9%
Larsén Martin Olof Brage Isk	785 480	0.7%	0.8%
Ubs Switzerland Ag (Ex Cs Ch Ag) Projekt Ssm	750 000	0.7%	0.7%
Jæderen AS	710 411	0.7%	0.7%
Total, 20 largest shareholders	72 907 657	67.9%	66.6%
Own shares	4 035 531	3.8%	0.0%
Total other	34 519 455	32.1%	33.4%
Total	107 427 112	100.0%	100.0%

1, 2, 3) Shares owned or controlled by the Skeie family, and companies directly or indirectly controlled by them, holds.# NEKKAR ANNUAL REPORT 2024

CONSOLIDATED FINANCIAL STATEMENTS

34,739,461 shares representing 32.3% of total shares. 2) Shares owned or controlled by Bjarne Skeie, and companies directly or indirectly controlled by him, holds 1,507,243 shares representing 1.4% of total shares. 3) Trym Skeie holds 513,287 shares in person and 1,204,828 through Skeie Kappa Invest AS. Total shares owned or controlled by Trym Skeie, and companies directly or indirectly controlled by him, is 1,718,115, representing 1.6% of total shares. 4) Voting portion are calculated after eliminating shares held by Nekkar ASA.

100 NEKKAR ANNUAL REPORT 2024 CONSOLIDATED FINANCIAL STATEMENTS

Shares, share options and convertion rights owned or controlled by Board members, Group executives and their relatives:

Shares	31.12.2024	31.12.2023	31.12.2022
Board
Marit Solberg	150,804	127,140	96,809
Lars Carl Fabian Qvist	543,435
Group Executives
Ole Falk Hansen	338,361	296,601	200,311
Marianne Voreland Ottosen	61,018	19,258
Rolf-Atle Tomassen	17,223	3,303	3,303
Petter Brøvig	106,034	96,290
Mette Harv	284,791	249,991	198,765

1) Lars Carl Fabian Qvist holds 543,435 shares through Qvist Holding AS. He also holds 1,805,830 shares through related companies.
2) Ole Falk Hansen holds 296,601 shares through OFH Invest AS.
3) Petter Brøvig holds 96,290 shares through Pimlico AS.

30 May 2024, the Annual General Meeting adopted a resolution to give the Board general authority to issue a maximum of 21,485,422 shares against cash or non-monetary redemption, including merger related activities to acquisitions of business or assets within the same or corresponding business sector as the company. This authorization is valid until the next Annual General Meeting and latest on 30 June 2025. No shares have been issued on the basis of this authorization in 2024.

30 May 2024, the Annual General Meeting adopted a resolution to give the Board authority to issue a maximum of 2,820,058 shares against cash redemption for the benefit of the company’s executive management and board members. This authorization is valid until the next Annual General Meeting and latest on 30 June 2025.

30 May 2024, the Annual General Meeting adopted a resolution to give the Board authority to buy own shares of up to 10% of the face value of the share capital of the company. The board decides acquisition method, at a price between 1 to 25 NOK. This authorization is valid until the next Annual General Meeting and latest on 30 June 2025.

Under this authorization, 3,340,370 shares were repurchased in 2024, at a total cost of NOK 34,137,956. Additionally, before the 2024 General Meeting, Nekkar repurchased 1,500,110 shares under the previous authorization (which expired on May 30, 2024) for a total of NOK 14,641,044. In total, Nekkar ASA has repurchased 4,840,480 shares, amounting to NOK 48,779,000.

101 NEKKAR ANNUAL REPORT 2024 CONSOLIDATED FINANCIAL STATEMENTS | NEKKAR

Note 13 Tax

Amounts in NOK 1000

“Deferred tax assets related to losses which can be carried forward for tax purposes, are reported if the management believes it is likely that the company can use these against expected taxable income for the upcoming five years. Tax asset of MNOK 0.2 (2023: MNOK 0) have been recognised as per 31 December 2024. Intellilift AS and Globetech AS, which is held 51% and 67% respectively by Nekkar ASA, is not part of the Norwegian tax group. The following criteria have been applied to assess the likelihood of taxable income against which unused tax losses may be utilized:

the Group has sufficient temporary differences
the entities is expected to have taxable profits. Tax losses carried forward do not expire within the Norwegian tax system.
tax losses are induced by specific identifiable causes
the Group do not carry any uncertainty over income tax treatments

Deferred tax liabilities and deferred tax assets are netted if the Group has a legal right to offset deferred tax assets against deferred taxes in the balance sheet, and if the deferred taxes are owed to the same tax authorities.

Income tax expense:

	2024	2023
Payable tax on profit	2,169	1,512
*)Change in deferred tax	11,751	24,443
Tax expense on continued operations	13,920	25,955

Reconciliation of the effective tax rate

	2024	2023
Profit before tax	99,791	109,264
Expected income tax according to income tax rate in Norway (22%)	21,954	24,038
Permanent differences	-7,187	550
Adjustment in tax in prior years	-847	1,367
Tax expense on the profit and loss statement	13,920	25,955
Payable tax including witholding taxes	2,169	1,512
Effective tax rate	13.9%	23.8%

Origin of tax expense payable:

	2024	2023
Norway	2,169	1,512

102 NEKKAR ANNUAL REPORT 2024 CONSOLIDATED FINANCIAL STATEMENTS | NEKKAR

Tax payable in the balance sheet

	2024	2023
Tax payable	2,169	1,512
Tax payable on profits pre acquisition Globetech	2,775	-
Total tax payable in balance sheet at year end	4,944	1,512

Deferred tax assets:

	2024	2023
Fixed assets	165	165
Intangible assets	-5,725	-43
Projects under construction	-52,828	-47,248
Current assets	5,172	4,410
Other temporary differences / provisions	3,254	728
Other items	2,428	-3,023
Tax losses to be carried forward	10,770	27,152
Gross deferred tax	-36,765	-17,859
Unrecognised tax losses	-	-
Net recognised deferred tax	-36,765	-17,859

Deferred tax movement

	Balance at January 1st	Recognized in profit and loss	Acquisition of subsidiaries	Other changes	Balance at December 31st
Fixed assets	165	-35	-	35	165
Intangible assets	-43	412	-	-6,094	-5,725
Projects under construction	-47,248	-5,580	-	-	-52,828
Current assets	4,410	751	-	11	5,172
Derivatives	-	-	-	-	-
Provisions	728	2,525	-	-	3,254
Other items	-3,023	6,558	-1,107	-	2,428
Tax losses to be carried forward	27,152	-16,381	-	-	10,770
Gross deferred tax	-17,859	-11,751	-1,107	-6,048	-36,765

103 NEKKAR ANNUAL REPORT 2024 CONSOLIDATED FINANCIAL STATEMENTS | NEKKAR

Note 14 Earnings per share

Amounts in NOK 1000

Basic earnings per share

Basic earnings per share are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

	2024	2023
Net profit attributable to ordinary equity holders of the parent from total operations	85,872	83,309
Weighted average of issued shares excluding own shares	105,182	106,226
Earnings per share - total (NOK per share)	0.82	0.78

Diluted earnings per share:

There are no diluted effects in 2024.

Share structure

	2024	2023
Issued number of shares	107,427,112	107,427,112
Own shares	4,035,531	1,398,965

104 NEKKAR ANNUAL REPORT 2024 CONSOLIDATED FINANCIAL STATEMENTS

Note 15 Other operating expenses

Amounts in NOK 1000

	2024	2023
Premises and office expenses	2,676	2,557
IT costs	9,523	5,147
Marketing and travel expenses	19,359	16,497
Consultancy and external services	13,166	12,720
Other expenses	5,675	4,499
Total other operating expenses	50,400	41,420

105 NEKKAR ANNUAL REPORT 2024 CONSOLIDATED FINANCIAL STATEMENTS | NEKKAR

Note 16 Related parties

Nekkar ASA is the ultimate parent based and listed in Norway. The subsidiaries (Note 8), members of the Board (Note 4) and members of the Senior Executive Group (Note 4), board members (Note 12) are considered as related parties. Transactions between subsidiaries have been eliminated in the consolidation financial statements. The Group has carried out various transactions with subsidiaries in 2024. All the transactions have been carried out as part of the ordinary business and on an arm’s length basis. For the year ended 31 December 2024, the Group has not recorded any impairment of receivables relating to the amounts owned by related parties (2023: MNOK 0).

Nekkar has entered into a lease agreement for headquarter offices effective from April 2023 with Lumber Teknopark AS, which is ultimately owned 51 % by Skeiegruppen AS. The contract term is 5 year and 6 months starting from April 2023, with an additional five-year option. Total lease payments in 2024 was MNOK 3.2 (2023 MNOK 2).

Impairment assessment is part of the annual evaluation with regard to the financial position of the related party, and the market in which the related party operates. Information on Board and Senior Executive Group’s shares are included in Note 12.

Note 17 Derivatives

Amounts in NOK 1000

	2024	2023
	Net	Net
	market	market
	value	value
Forward currency contracts - Market values
Effective hedging contracts	-	-
Ineffective hedging contracts	377	-8,432
1)included in other liabilities/assets	-8,056	20,623
Forward currency contracts - market value	20,623	-482
	377	-8,432
1) FX contracts designed for hedging, but do not qualify for hedge accounting.

Total MTM

	2024	2023
	values	values
Maturity distribution of currency contracts and MTM:
Within 3 months	-3,730	7,716
> 3 months, < 6 months	-1,931	2,524
> 6 months, < 9 months	-251	2,920
> 9 months, < 12 months	-853	3,954
> 12 months, < 24 months	-1,291	3,026
> 24 Months	0	0
Total	-8,056	20,141

105 NEKKAR ANNUAL REPORT 2024 CONSOLIDATED FINANCIAL STATEMENTS | NEKKAR

Nominal value currency contracts, original currency

	2024	2023
Amounts in CUR 1000	Sold	Bought
NOK	-	219,154
USD	14,800	-
EUR	5,000	-
SGD	-	-

Other balance sheets effects

	2024	2023
FV of firm commitment, classified as other receivable	-	-
FV of firm commitment, classified as other short term debt	-	-
Capitalised cost relating to prolonging of effective hedge relationship, classified as other receivables	-	-

Forward currency contracts

Derivatives are recognized at fair value on the contract date. The value is adjusted to fair value at the end of each balance sheet date. The value is set to observable market price, Note 20.# NEKKAR ANNUAL REPORT 2024

CONSOLIDATED FINANCIAL STATEMENTS

Changes to fair value that meet the criteria of an effective fair value hedge is recognized in the financial statement with a corresponding change in fair value of the assets or liabilities that are being hedged or the FV of the firm commitment. The ineffective portion of the recognized hedge relationships is recognized in P&L together with the changes in value of derivatives. In 2024, a loss of 8 million is recognized in the consolidated statement of comprehensive income under Other losses / (gains) related to FX contracts not qualifying for hedge accounting. In 2023, this amounted to a gain of MNOK 20. The asset or liability being hedged is contractual income or cost related to production cost. Hedged assets or liabilities are recognized in the balance sheet at actual value. The hedged asset or liability represents, among other things, the part of the contractual income or cost that has not been invoiced on the balance sheet date, or where invoices have not been received from the supplier. The asset or liability is included in Other current assets or Other current liabilities respectively. Additionally the hedged asset or liability for each contract is represented through bank, client or supplier. Syncrolift AS has embedded derivatives associated with a contract containing currency clauses. These derivatives are measured at fair value, with changes recognized in profit or loss under financial items. As of December 31, 2024, the fair value of the embedded derivatives was MNOK -2.9 (2023: MNOK 0). For additional information on foreign currency and appurtenant risks, please refer to Accounting principles, and see section 2.8 and 3.1.

Note 18 Financial items and foreign currency gains/losses

Amounts in NOK 1000

	2024	2023
Interest income	18 325	12 662
Agio	8 942	6 847
Other financial income	4 590	4
Financial income	27 288	24 099
Interest expenses	11 674	6 647
Other financial expenses	2 830	2 178
Fair value changes of ineffective FX	28 059	-
Financial expenses	42 563	8 825
Share of profit in equity accounted investments	34 451	-7 083
Net finance	19 176	8 191

Note 19 Provisions and other accruals

Amounts in NOK 1000

	2024	2023
Accrued wages and salaries	9 715	10 625
Accrued holiday pay	12 075	8 084
Provision for warranty	14 789	3 310
Contract liabilities	30 547	8 614
Other accrued expenses	19 546	6 182
Other provisions for liabilities	10 050	-
Total provisions and other accruals	96 720	36 815

PROVISION FOR WARRANTY

DEVELOPMENT OF SIGNIFICANT PROVISIONS

	2024	2023
Balance as of 1 January	3 310	7 929
New provision	17 941	1 490
Provision utilized	(1 162)	(2 688)
Provision reversed	(5 300)	(3 421)
Balance as of December 31	14 789	3 310

A warranty provision is recognized for expected claims on installations delivered during the year. A total warranty provision of MNOK 14,7 have been recognized as per 31 December 2024. The provision is related to Syncrolift AS. There is an inherent uncertainty related to the amount of future warranty claims - however based on management’s judgments of possible outcomes, a general warranty provision in the region of 2% of the contract value on delivered new building projects have been applied. It is expected that these costs will be incurred during the guarantee period for the respective deliveries, which normally vary from 12-36 months. Other provisions for liabilities relate to the aqcuisition of Globetech, which includes an estimated price adjustment based on the 2024 results of the company. The final adjustment will be determined based on Globetech AS’s approved financial statements for the fiscal year 2024.

Note 20 Financial risk management

Amounts in NOK 1000

The following table shows the carrying amount and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. Financial assets and liabilities are described in Accounting Principles, under sections 2.8, 2.9, 2.10, 2.12, 2.13 and 2.15. Risks associated with the underlying estimates of the recognized values and financial risk management is described in Accounting Principles, ref section 3.

	Financial derivative contracts not designated for hedging / ineffective hedges	Financial derivative contracts designated for hedging	Other financial liabilities	Total
Classification of financial assets
2024
Non current financial assets:
Other receivables	-	-	1 884	1 884
Financial current assets:
Trade receivables	-	-	151 819	151 819
Other current receivables	-	-	14 409	14 409
Accrued, non-invoiced production	-	-	118 136	118 136
1)Derivatives	-	-	-	-
Cash and cash equivalents	-	-	204 937	204 937
Total financial assets	-	-	491 185	491 185
2023
Non current financial assets:
Other receivables	-	-	1 155	1 155
Financial current assets:
Trade receivables	-	-	85 270	85 270
Other current receivables	-	-	6 387	6 387
Accrued, non-invoiced production	-	-	144 007	144 007
1)Derivatives	20 144	-	-	20 144
Cash and cash equivalents	0	-	194 162	194 162
Total financial assets	20 144	-	430 981	451 125

1) Fair value of financial liabilities: The Group’s derivatives consist of forward currency contracts. Fair value of forward currency contracts is determined by utilizing market-to-market rate on the balance-sheet date as stated by the Group’s bank. Fair value relating to non- current debt is considered approximately equal to carrying value, as loans are given at market terms and with a floating rate.

	Financial derivative contracts not designated for hedging / ineffective hedges	Financial derivative contracts designated for hedging	Other financial liabilities	Total
Classification of financial liabilities:
2024
Non-current financial liabilities
Interest-bearing non-current debt	-	-	-	-
Current financial liabilities
First year instalment of non-current debt	-	-	-	-
Interest-bearing current liabilities	-	-	-	-
Prepayments from customers	-	-	74 629	74 629
1)Derivatives	11 037	-	-	11 037
Accounts payable and other short-term liabilities	-	-	158 428	158 428
Total financial liabilities	11 037	-	233 057	244 094
2023
Non-current financial liabilities
Interest-bearing non-current debt	-	-	-	-
Current financial liabilities
First year instalment of non-current debt	-	-	-	-
Interest-bearing current liabilities	-	-	-	-
Prepayments from customers	-	-	39 002	39 002
1)Derivatives	-	-	-	-
Accounts payable and other short-term liabilities	-	-	103 542	103 542
Total financial liabilities	-	-	142 544	142 544

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
* Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities
* Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly
* Level 3: Techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

	Overall	Level 1	Level 2	Level 3	Overall	Level 1	Level 2	Level 3
2024					2023
Assets measured at fair value
Foreign exchange contracts - non-hedging	-	-	-	-	20 144	-	20 144	-
Foreign exchange contracts - hedging	-	-	-	-	-	-	-	-
Liabilities measured at fair value
Foreign exchange contracts - hedging	-	-	-	-	-	-	-	-
Foreign exchange contracts - non-hedging	11 037	-	11 037	-	-	-	-	-

Note 21 Business combination

Amounts in NOK 1000

Acquisition and divestments in 2024

On August 15 2024, Nekkar acquired 67 per cent of the shares in maritime connectivity and digital service provider Globetech AS. Globetech provides ICT (information and communication technology) infrastructure, connectivity and support services to the global maritime sector. The company offers complete solutions for onboard network infrastructure including hardware, tailored solution architecture and system integration for satellite communications, and develops software and customized ICT solutions that focuses on cybersecurity to ensure secure and continuous operations. The total consideration was MNOK 86,8 million for 67 % of the shares, paid through a combination of MNOK 66,4 in cash, NOK 10,4 in consideration shares and an estimated cash consideration adjustment to be made in 2025 of MNOK 10. The company was consolidated from the date of aquisition and acquisition analysis gave rise to goodwill of MNOK 89,1. In 2028, Nekkar will acquire the remaining 33 percent of outstanding shares in Globetech. The consideration will be settled in cash based on a multiple of achieved EBITDA in 2027. Nekkar has recognised a provision of NOK 33.8 million related to the put options held by the minority shareholders. This amount represent the estimated fair value of the expected consideration for the remaining ownership interest to be exercised in 2028.# NEKKAR ANNUAL REPORT 2024

CONSOLIDATED FINANCIAL STATEMENTS

Note 22 Non controlling interest (NCI)

Amounts in NOK 1000

The following table summarizes the information relating to Nekkar ASA’s subsidiaries that has material non controlling interest, before intra group eliminations. Non-current assets includes goodwill and technology assets arising from the PPA, total amount of MNOK 134.

	Techano Oceanlift AS	Syncrolift AS	Intellilift AS	Globetech AS	Pvt. Ltd.	Total
2024
Number presented on 100% basis
Non current assets	18 396	41 123	117 251	80 176	850
Current assets, excluding cash	82 222	19 293	17 649	5 037	124 202
Cash and cash equivalents	-33 495	2 148	22 407	733	-8 207
Non current liabilities	-	309	5 891	-	6 199
Current liabilities	-59 660	-	-13 462	-14 938	-4 166	-92 226
Net assets	7 464	49 410	148 260	1 684	206 819
Revenue	63 514	43 750	37 892	4 393	86 035
Profit after tax	-10 930	3 677	6 896	1 016	659
Other comprehensive income (OCI)	-	-	-	-	-
Total comprehensive income	-10 930	3 677	6 896	1 016	659
NCI percentage	10 %	49 %	33 %	20 %
Net assets attributable to NCI	739	24 211	48 926	337	74 213
Profit after tax allocated to NCI	-1 082	1 802	2 276	203	3 202
OCI allocated to NCI	-	-	-	-	-
2023
Number presented on 100% basis
Techano Oceanlift AS	Intellilift AS	Total
Non current assets	7 554	38 431	45 985
Current assets, excluding cash	22 152	14 937	37 089
Cash and cash equivalents	-6 550	939	-5 611
Non current liabilities	-	-381	-381
Current liabilities	-17 969	-8 972	-26 942
Net assets	5 186	44 954	50 140
Revenue	30 336	33 854	64 190
Profit after tax	2 020	3 807	5 828
Other comprehensive income (OCI)	-	-	-
Total comprehensive income	2 020	3 807	5 828
NCI percentage	10%	49%
Net assets attributable to NCI	513	22 028	22 541
Profit after tax allocated to NCI	200	1 866	2 066
OCI allocated to NCI	-	-	-

Note 23 Contingent liabilities / Material disputes

Regular claims
Regular claims are made against the Group as a result of its ordinary operations. These claims are part of ordinary business and are generally covered by provisions for guarantee costs and contingencies in ongoing projects. Nekkar is of the opinion that recognized provisions will cover regular claims arising as part of ordinary business.

Syncrolift project claim
Syncrolift has finalized and delivered a shiplift and transfer system to a shipyard in South America in June 2022. The final 10 % milestone invoice (MNOK 14.7) has not been paid by the customer, as the customer claim a project delay. Syncrolift has made a provision of 50% (MNOK 7,4) of outstanding amount in relation to this claim. Syncrolift still expect part of part of the payment to be received as no contractual right to hold back the payment has been found.

Note 24 Subsequent events

Events regarding Nekkar are as follows:

11 March 2025 – Nekkar’s subsidiary Techano Oceanlift was awarded a contract by Sefine Shipyard to deliver a 150-tonnes offshore crane for a construction support vessel built for Agalas, Eidesvik, and Reach Subsea. The scope includes engineering, manufacturing, and commissioning. The contract value is approximately EUR 7.5 million.
22 April 2025 – Techano Oceanlift was awarded a contract by Hercules Supply AS to deliver a 70-tonnes knuckle boom crane for a newbuild Multi-Purpose Supply Vessel at Fujian Mawei Shipyard. The crane will feature an active heave compensated winch, Intellilift’s control and motion compensation systems, and the detachable Safelift tool. Delivery is scheduled for July 2026.

PARENT COMPANY FINANCIAL STATEMENTS

NEKKAR ASA PER 31 DECEMBER 2024

Profit and loss
Balance sheet
Equity
Cash flow
Accounting principles

NOTES

Related parties
Personnel costs: number of employees, remunerations, loans to employees etc
Pensions
Tangible and intangible assets
Other operating costs
Financial items and exchange rate gains/losses
Tax
Subsidiaries and associated companies
Trade and other receivables
Assets pledged as security and guarantees
Cash and cash equivalents
Share capital and shareholder information
Subsequent events

NEKKAR ANNUAL REPORT 2024 PARENT COMPANY FINANCIAL STATEMENTS | NEKKAR ASA

Statement of profit and loss

For the year ended 31 December

Amounts in NOK 1000

	Notes	2024	2023
OPERATING INCOME
Intra-Group operating income		2 645	4 413
Operating income		1 799	422
Group service fee from subsidiaries	5	1 150	4 981
Total revenue		9 594	9 816
OPERATING COSTS
Personnel cost	2, 3	28 224	34 990
Capitalised personel cost	2	-1 870	-9 100
Depreciation on tangible fixed assets	4	971	1 037
Other operating costs	5	19 602	17 274
Total operating costs		46 927	44 200
Operating profit/-loss		-37 333	-34 384
FINANCIAL INCOME AND EXPENSES
Income from investments in subsidiaries		99 176	161 489
Interest income		7 508	6 128
Other financial income		372	4 957
Interest expenses		8 685	5 853
Other financial expenses		2 125	2 042
Net finance	6	96 246	164 679
Profit before tax		58 913	130 295
Tax expense	7	13 646	-5 235
Profit for the period		45 267	135 530
Transferred to other equity		45 267	135 530

Balance sheet

For the year ended 31 December

Amounts in NOK 1000

	Notes	2024	2023
ASSETS
NON-CURRENT ASSETS
INTANGIBLE ASSETS
## PARENT COMPANY FINANCIAL STATEMENTS	NEKKAR ASA

Balance sheet

For the year ended 31 December
Amounts in NOK 1000

Notes	2024	2023
NON-CURRENT ASSETS
Deferred tax assets	7 9	360 21 738
Intangible assets	4 12 040	8 405
Fixed assets	4 3 364	4 285
Investments in subsidiaries	8 335 828	249 008
Investments in associated companies	8 53 763	53 763
Other receivables	6 1 106 878
Total non-current assets	415 462	338 078
CURRENT ASSETS
Trade receivables	9 396 527
Intra-group account receivable	1 12 453	16 789
Other receivables	9 3 725	1 589
Other intra-group receivables	1 103 852	100 000
Cash and cash equivalents	11 103 099	160 547
Total current assets	223 525	279 452
Total assets	638 988	617 530

117 NEKKAR ANNUAL REPORT 2024

PARENT COMPANY FINANCIAL STATEMENTS | NEKKAR ASA

Balance sheet

For the year ended 31 December
Amounts in NOK 1000

EQUITY AND LIABILITIES	Notes	2024	2023
EQUITY
Issued share capital	13	11 817	11 817
Treasury shares	13	-444	-153
Share premium	13	9 206	9 206
Total paid up equity		20 579	20 870
RETAINED EARNINGS
Other equity		433 284	419 627
Total retained earnings		433 284	419 627
Total equity		453 864	440 497
CURRENT LIABILITIES
Trade payables		4 785	3 761
Intra-group trade payables	1	997 255
Social Security and employee taxes		1 719	1 974
Other intra-group liabilities	1	160 469	161 657
Other current liabilities	10	17 154	9 386
Total current liabilities		185 124	177 033
Total liabilities		185 124	177 033
Total equity and liabilities		638 988	617 530

118 NEKKAR ANNUAL REPORT 2024

PARENT COMPANY FINANCIAL STATEMENTS

Statement of change in equity

For the year ended 31 December
Amounts in NOK 1000

	Share capital	Treasury shares	Share premium	Other equity	Total Equity
Equity as of 1.1.2023	11 746	-1 5919	240 312	312 904
New share issued	71	-	3 287	-	3 359
Change in treasury shares	-	-152	-	-11 162	-11 314
Net profit for the year	-	-	-	135 548	135 548
Equity as of 31.12.2023	11 817	-153	9 206	419 627	440 497
Equity as of 1.1.2024	11 817	-153	9 206	419 627	440 497
Change in treasury shares	-	-291	-	-32 843	-33 133
Correction previous year	-	-	-	1 233	1 233
Net profit for the year	-	-	-	45 267	45 267
Equity as of 31.12.2024	11 817	-444	9 206	433 284	453 864

119 NEKKAR ANNUAL REPORT 2024

PARENT COMPANY FINANCIAL STATEMENTS | NEKKAR ASA

Statement of cash flow

For the year ended 31 December
Amounts in NOK 1000

	Notes	2024	2023
CASH FLOW FROM OPERATING ACTIVITIES
Net profit before tax		58 913	130 295
Paid tax	7	0	0
Depreciation	4	971	1 037
Net interest received	6	0	-275
Change in current receivables and current liabilities		-2 176	-112 450
Net cash flow from operating activities		57 707	18 607
CASHFLOW FROM INVESTMENTS
Investment i associated company	8	-66 354	-25 000
Transaction costs related to investments	8	0	-3 763
Investments in subsidiaries	8	0	-2 733
Expenditures of tangible and intangible assets	4	-3 685	-11 805
Net cashflow from investments		-70 039	-43 301
CASHFLOW FROM FINANCING
Proceeds from issuance of share capital	7	0	3 359
Net change overdraft facility / cash pool	12	-1 188	20 446
Treasury shares purchase	13	-48 779	-11 009
Share program employee		4 851	0
Net interest paid	6	275
Net cashflow from financing		-45 116	13 071
EFFECTS OF EXCHANGE-RATE FLUCTUATIONS ON CASH AND CASH EQUIVALENTS		-57 448	-11 623
Net change in cash and cash equivalents
Cash and cash equivalents (opening balance)		160 547	172 168
Cash and cash equivalents (closing balance)		103 100	160 547

This consists of:
Bank and cash pool deposits		103 100	160 547

120 NEKKAR ANNUAL REPORT 2024

PARENT COMPANY FINANCIAL STATEMENTS

The financial statements have been prepared in accordance with The Norwegian Accounting Act and generally accepted accounting principles in Norway.

Subsidiaries, associated companies
Subsidiaries and associates are valuated at cost, less any impairment losses. Impairment losses are reversed if the reason for the impairment loss disappears in a later period.
Dividends, group contributions and other distributions from subsidiaries are recognized as financial income in the same year as they are recognized in the financial statement of the provider. If dividends / group contribution exceed withheld profits after the acquisition date, the excess amount represents repayment of invested capital, and the distribution will be deducted from the recorded value of the acquisition in the balance sheet for the parent company.

Operating income
Operating income includes income on delivered products and services granted over the year. The income is recognized once the delivery of services has taken place and most of the risk and return has been transferred.

Classification and valuation of balance sheet items
Current assets and short-term liabilities include items which fall due within one year, and items related to the operating cycle. Other balance sheet items are classified as fixed assets / long term liabilities.
Current assets are valued at the lower of cost and fair value. Short term liabilities are posted in the balance sheet at the nominal value at the time of initial establishment.
Fixed assets are valued at cost, less depreciation and impairment losses. Long term liabilities are posted in the balance sheet at the nominal value at the time of initial establishment.

Accounts receivables and other receivables
Accounts receivable and other current receivables are recorded in the balance sheet at their nominal value less impairment provision on unsecured claims. Provisions on unsecured claims are made on basis of an individual assessment of the different receivables. A general loss provision on other receivables is estimated based on expected loss.

Short term investments
Short term investments are valued at the lower of acquisition cost and fair value at the balance sheet date. Dividends and other distributions are recognized as other financial income.

Property, plant and equipment
Property, plant and equipment is capitalized and depreciated linearly over the asset’s estimated useful life. Costs for maintenance are expensed as incurred, whereas costs for improving and upgrading property, plant and equipment are added to the acquisition cost and depreciated with the related asset. If carrying value of non-current asset exceeds the estimated recoverable amount, the asset is impaired to the recoverable amount. The recoverable amount is greater of the net value and value in use. When assessing value in use a DCF-model on the cash flow from the asset are applied.

Pensions
Nekkar ASA has established a defined contribution plan for its employees. Within the defined contribution plan the company pays a fixed contributions to a separate legal entity. The company has no legal or other obligation to pay further contributions if the insurance company does not have sufficient assets to pay all employee benefits relating to employee service in current and prior periods. Contributions are recorded as payroll expense in the financial statements. The Group recognizes the service cost of the pension plan as a payroll expense in the statement of profit and loss.

Accounting principles

Nekkar ASA
121 NEKKAR ANNUAL REPORT 2024

PARENT COMPANY FINANCIAL STATEMENTS | NEKKAR ASA

Taxes
The tax expense in the profit and loss accounts consists of the current tax payable and changes to deferred tax. Deferred tax/tax assets are calculated on all differences between the book value and tax value of assets and liabilities. Deferred tax is calculated as 22 % of temporary differences and the tax effect of tax losses carried forward. Tax- increasing and tax-reducing temporary differences which are reversed, or could be reversed, during the same period are offset against each other and recorded as a net sum. Temporary changes are only assessed for the Norwegian companies. Deferred tax assets are recorded in the balance sheet when it is more likely than not that tax assets will be utilized. Taxes payable and deferred taxes are recognized directly in equity to the extent that they relate to equity transactions.

Foreign currency
Transactions in foreign currency are translated at the rate applicable on the transaction date. Monetary items in a foreign currency are translated into NOK using the exchange rate applicable on the balance sheet date. Non-monetary items that are measured at their historical price expressed in foreign currency are translated into NOK using the exchange rate applicable on the transaction date. Non-monetary items that are measured at their fair value expressed in a foreign currency are translated at the exchange rate applicable on the balance sheet date. Changes to exchange rates are recognized in the income statements as they occur during the accounting period. Currency rates at year-end which are basis for revaluation of balance sheet items are:

Currency	rate 2024	2023
EUR	11.80	11.24
USD	11.35	10.17

Cash flow statement
The cash flow statement is presented using the indirect method. Cash and cash equivalents include cash, bank deposits and other short term, highly liquid investments with maturities of three months or less.

Cash and cash equivalents
Cash and cash equivalents consist of cash and bank deposits. Bank deposits in foreign currencies are translated into NOK using the exchange rate on the balance sheet date. Withdrawals from the bank overdraft facility constitute part of current liabilities.

Use of estimates
The management has used estimates and assumptions that have affected assets, liabilities, incomes, expenses and information on potential liabilities in accordance with generally accepted accounting principles in Norway.
122 NEKKAR ANNUAL REPORT 2024

PARENT COMPANY FINANCIAL STATEMENTS

Note 1 Related parties

Amounts in NOK 1000

Subsidiaries (Note 8), members of the Board (Note 2) and members of the senior executive group are considered as related parties. Nekkar ASA is involved in various transactions with associated companies where all transactions are based on normal course of business and at arms length prices.# NEKKAR ANNUAL REPORT 2024

PARENT COMPANY FINANCIAL STATEMENTS

NEKKAR ASA

Note 2 Personnel costs, number of employees, remunerations, loans to employees etc.

Amounts in NOK 1000

Payroll expense:	2024	2023
Salaries	19 710	27 024
Employer's social security contribution	3 823	4 108
Pension costs	1 895	1 892
Other benefits	2 796	1 966
Total payroll expenses	28 224	34 990

1) Payroll expenses of MNOK 1.9 has been capitalized as Development costs in 2024 (Note 4)

Number of average full-time employees: 10

Board remunerations 1)	2024	2023
Håkon Andre Berg Board member since 06.2023	347	-
Marit Solberg Board member since 10.2019	347	347
Trine Ulla Board member since 06.2023	347	-
Fabian Qvist Board member since 06.2024	-	-
Bjørn-Erik Dale Board member since 06.2024	-	-
Trym Skeie Board member since 06.2008 - 05.2024	550	550
Gisle Rike 2) Board member since 06.2015 - 05.2024	347	347
Ingunn Svegården Board member since 10.2019 - 05.2023	-	347
Total	1 938	1 590

1) The Annual General Meeting determines the remuneration to the Board and nomination commitee from one General Meeting to the next. For the financial year 2024, the reported remuneration is related to the remuneration paid in 2024 based on the amounts determined by the Board at the Annual General Meeting for 2023.
2) Gisle Rike represented Rasmussengruppen AS and the board fee was paid to Rasmussengruppen AS. The board has not received any remuneration beyond director`s fee. No loans or severance pay is given to the directors.

Nomination committee remuneration

Nekkar’s nomination committee comprised of the following members: Anne Grethe Ellingsen (Chairman) and Leif Haukom. The nomination committee remuneration paid in 2024 was TNOK 67 for the chairman and TNOK 40 for the member, a total of TNOK 107.

124 NEKKAR ANNUAL REPORT 2024 PARENT COMPANY FINANCIAL STATEMENTS

Statement regarding the stipulation of remuneration and other benefits for the CEO and other executives

Regarding Group management, Nekkar ASA’s remuneration policy is designed to offer competitive terms, ensuring alignment with the company’s status as a publicly listed company with an international focus. The annual remuneration is based on Group managements part-taking in the results generated by the company and the added value for shareholders through increased company value. Remuneration consists of two main components; Base salary and bonus.

Base salaries is intented to be competetive and motivating, but in line with general market terms.
Bonus for the CEO and other executives is determined on the basis of target results and on individual targets. Bonus targets are revised annually and is limited to 50 % of base salary for the CEO and other executives. Bonus payments reported in 2024 is based on the evaluation of the relevant performance criteria for the fiscal year ending 31.12.2023. Bonus payments are based on individual employment contracts. A bonus provision of MNOK 3 is included in other current liabilities per 31.12.2024 for the CEO and other executives based on the 2024 targets. The final bonus payment is approved by the board. Senior executives have notice six months, and severance pay periods of up to 6 months. Reference is made to remuneration report for further details.

Renumeration and other benefits for the CEO and other senior executives

Amounts in NOK 1000

Name	Position	Base salary	Other benefits	Bonus paid	Pension cost
Ole Falk Hansen	CEO	3 366	19	1 630	210
Mette Harv	EVP Aquaculture & Renewables	1 923	17	752	211
Petter Brøvig	Head of strategy	1 235	16	290	152
Marianne Voreland Ottosen	Head of finance	1 375	17	330	188

Remunerations: Taxable remuneration
Other benefits: Group life insurance, phone, newspaper, km allowance etc.
Bonus paid: Bonus paid in current year

Auditors’ fees (excl. VAT)

	2024	2023
Statutory audit	1 460	1 254
Other assistance	-	3
Total	1 460	1 257

125 NEKKAR ANNUAL REPORT 2024 PARENT COMPANY FINANCIAL STATEMENTS | NEKKAR ASA

Note 3 Pensions

Amounts in NOK 1000

	2024	2023
Net pension costs from defined contribution plan
Service cost	1 895	1 892
Payroll tax of net pension cost	267	267
Net periodic pension cost	2 162	2 159

Nekkar has established a defined contribution plan for all employees in compliance with Norwegian pension schemes, fulfilling the requirements as stipulated by the “lov om obligatorisk tjenestepensjon” law.” All employees are part of the Norwegian Companies’ pension scheme: 36. Reference is made to remuneration report for further details.

126 NEKKAR ANNUAL REPORT 2024 PARENT COMPANY FINANCIAL STATEMENTS

Note 4 Tangible and intangible assets

Amounts in NOK 1000

	Intangible assets, Development	Furniture and office equip.	Total
2023 Fiscal year
Book value as of 1.1. 23	254	4 128	27 382
Additions	9 256	1 194	10 450
Grants recognized as a reduction to the assets	-2 765	-	-2 765
Disposals	-21 340	-	-21 340
Depreciation, amortization and impairments 1)	-	-1 037	-1 037
Book value as of 31.12.2023	8 405	4 285	12 690
As of 31.12.2023
Acquisition cost 31.12.	8 405	25 433	33 838
Accumulated depreciation as of 31.12.	-	-21 149	-21 149
Book value as of 31.12.2023	8 405	4 285	12 690
2024 Fiscal year
Book value as of 1.1.	8 405	4 285	12 690
Additions	3 635	50	3 685
Grants recognized as a reduction to the assets	-	-	-
Disposals	-	-	-
Depreciation, amortization and impairments 1)	-	-971	-971
Book value as of 31.12.2024	12 040	3 364	15 404
As of 31.12.2024
Acquisition cost 31.12.	12 040	25 483	37 523
Accumulated depreciation as of 31.12.	-	-22 120	-22 120
Book value as of 31.12.2024	12 040	3 364	15 404

Depreciation schedule: None
Linear Depreciation period: 3-10 years

The company has no leases classified as financial lease.

Development costs: The book value of Development assets, TNOK 12 040, includes development expenses incurred in connection with the development of SkyWalker for offshore main component replacement and the 3D compensated crane Vector and new Gangway concept Voyager. The addition in 2024 is mainly related to the SkyWalker project.

Impairment assessment: The company performed its impairment assessment in January 2025. The recoverable amount has been determined based on a value in use calculation using 5 year cash flow projections. The impairment test indicated that the recoverable amount exceeds book value, hence no impairment is recognised as per 31 December 2024.

Operating lease agreements: Nekkar ASA has entered into a lease agreements for offices. The lease is classified as operational lease. Total lease payment in 2024 is TNOK 2 526.

127 NEKKAR ANNUAL REPORT 2024 PARENT COMPANY FINANCIAL STATEMENTS | NEKKAR ASA

Note 6 Financial items and exchange rate gains/losses

Amounts in NOK 1000

	2024	2023
Group contribution from subsidiaries	99 176	100 000
Dividend from subsidiaries	0	61 489
Interest income from bank deposits	7 508	6 128
Other financial income	0	4 544
Interest paid to financial institutions	-8 685	-5 852
Other financial costs	-2 125	-2 042
Net exchange rate gains/losses(-)	372	413
Net financial items	96 246	164 679

Exchange rate gains/losses: Currency differences booked to income and costs in the profit and loss account are as follows:

	2024	2023
Currency exchange income	918	1 581
Currency exchange costs	(546)	(1 168)
Total	372	413

Note 5 Other operating costs

Amounts in NOK 1000

	2024	2023
Cost of premises	1 588	868
IT costs	5 394	3 043
Marketing, travel	1 087	1 391
Consultancy, hire-ins and external services	8 101	7 456
Other expenses	3 432	4 515
Total other operating costs	19 602	17 274

128 NEKKAR ANNUAL REPORT 2024 PARENT COMPANY FINANCIAL STATEMENTS

Note 7 Tax

Amounts in NOK 1000

	01.01.2023	Changes 2023	31.12.2023	Changes 2024	31.12.2024
Deferred tax
Fixed assets	17 117	134	72 206
Tax loss carry forward	-16,520	-5,352	-21,872	12,306	-9,566
Gross deferred tax (assets = - / liabilities = +)	-16,503	-5,235	-21,738	12,378	-9,360
Unrecognized deferred tax assets related tax losses	-	-	-	-	-
Unrecognized deferred tax assets related to other temp. differences	-	-	-	-	-
Net deferred tax reported (assets = - / liabilities = +)	-16,503	-5,235	-21,738	12,378	-9,360

Deferred tax assets related to losses which can be carried forward for tax purposes, are reported if the management believes it is likely that the company can use these against future taxable income. Nekkar ASA, Syncrolift AS, Nekkar SkyWalker Onshore AS and Nekkar AS represent a Norwegian Taxable group as the ownership is more than 90%. Based on expected taxable profit in the taxation group for the forthcoming five- year period, tax assets of MNOK 21.738 have been recognized as per 31 December 2023.# NEKKAR ANNUAL REPORT 2024

PARENT COMPANY FINANCIAL STATEMENTS

Note 8 Subsidiaries and associated companies

Amounts in NOK 1000

Subsidiary	Registered office	Acquisition date	Ownership	Voting share	Currency	Share capital	Number of shares	Equity 31.12.2024	Net Result 2024	Cost	Net book value 2024	Net book value 2023
Syncrolift AS	Vestby, Norway	1994	100 %	100 %	NOK	1 045	95 000	181 196	84 053	215 078	215 078	215 078
Nekkar Invest AS	Kristiansand, Norway	2018	100 %	100 %	NOK	60	30 000	15 304	-1 17 697	17 697	17 697	17 697
Nekkar SkyWalker Onshore AS	Kristiansand, Norway	2022	100 %	100 %	NOK	30	30 000	12 548	-835	13 500	13 500	13 500
Techano Oceanlift AS	Kristiansand, Norway	2023	90 %	90 %	NOK	505	30 000	7 464	-10 930	2 733	2 733	2 733
Globetech AS	Kristiansand, Norway	2024	67 %	67 %	NOK	664	663 790	26 511	17 361	86 820	86 820	-
Total								243 023	89 648	335 828	335 828	249 008

Associated companies	Registered office	Acquisition date	Ownership	Voting share	Currency	Share capital	Number of shares	Equity 31.12.2024	Net Result 2024	Cost	Net book value 2024	Net book value 2023
FiiZK Topco AS	Trondheim, Norway	2023	39%	39%	NOK	1 365	30 000	114 222	84 792	53 763	53 763	53 763

Note 9 Trade and other receivables

Amounts in NOK 1000

	2024	2023
Trade receivables	396 527
Intra-group accounts receivables	12 453	16 789
Group contribution receivable	99 176	100 000
Other receivables, including prepayments	8 401	1 589
Short-term receivables	120 426	118 905

Receivables based on intercompany trade and group fees are settled on a regular basis. There are no long-term receivables maturing beyond one year.

Note 10 Other current liabilities

Amounts in NOK 1000

	2024	2023
Provision for unpaid wages and salaries	3 000	3 700
Provision for holiday pay	1 763	2 219
Other accrued expenses	2 341	3 466
Other provisions for liabilities	10 050	0
Total other current liabilities	17 154	9 386

Other provisions for liabilities relate to the aqcuisition of Globetech which includes an estimated price adjustment based on the 2024 results of the company. The final adjustment will be determined based on Globetech AS’s approved financial statements for the fiscal year 2024.

Note 11 Assets pledged as security and guarantees

Amounts in NOK 1000

Nekkar ASA has no interest bearing debt, however a guarantee facility with Nordea Norge ASA is established. Nekkar has the following credit facilities through its facilitators:

	2024		2023
	Limit	Drawn	Limit	Drawn
Guarantee limit for Group (Nordea)	290 000	283 968	290 000	164 363
Overdraft facility (Nordea)	100 000	-	100 000	-
Revolving Credit facility (Nordea)	100 000	-	100 000	-

The finance agreements include pledges of plant and machinery, inventory and accounts receivables in Nekkar ASA and Syncrolift AS. The guarantee limit is utilized by Syncrolift AS, Techano Oceanlift AS and Intellilift AS and cover performance guarantees and advance payment guarantees. Under the credit facilities the financial covenants are a debt ratio based on net debt/EBITDA and an equity ratio based on equity/total assets.

The company’s debt ratio shall not exceed 2,5 times the EBITDA and is calculated as consolidated total interest bearing debt to the consolidated EBITDA.
Equity ratio shall not fall below 35 %, calculated as consolidated total equity to consolidated total assets.

Additionally, the covenants require Nekkar to maintain 100 % ownership of Syncrolift AS. These covenants are regularly monitored to ensure compliance with the credit agreements, which are tested and reported on a quarterly basis. As of December 31, 2024, Nekkar was in compliance with its covenants. For the above mentioned facilities the following assets have been pledged as collateral to Nordea:

Assets pledged as collateral for secured debt - Group values:	2024	2023
Account/Group receivables	139 979	77 588
Inventory/Work in progress, including non-invoiced production	73 659	151 706
Property, plant and equipment	8 214	9 068
Assets pledged as collateral *	221 853	238 362

* Assets pledged as collateral only includes Nekkar ASA and Syncrolift AS. The pledged assets are presented in the balance sheet under the differenct categories.

Nekkar has provided the following self-guarantees on behalf of wholly owned subsidiaries and related parties as of December 31.

	2024	2023
Self-guarantees related to the framework agreement with Tryg on behalf of FiiZK Topco AS	107 514	0

Note 13 Share capital and shareholder information

Amounts in NOK 1000

Date	Number of shares	Nominal value	Share capital
31.12.2024	107 427 112	0.11	11 817
31.12.2023	107 427 112	0.11	11 817

Dividends paid and proposed:

	2024	2023
Dividend declared and paid during the year: per share	0.00	0.00
Dividend proposed: per share	0.00	0.00
Repayment of issued equity: NOK per share	0.00	0.00

Treasury shares:

	Number of shares	Share capital	Purchase/(sale) of treasury shares
2023
Treasury shares as of 31.12.2023	1 398 965	153	154
Purchase of treasury shares 2024	4 804 327	528
Use of treasury shares employee share program	-685 211	-75
Use of treasury shares in the Globetech acquisition	-1 482 550	-163
Treasury shares as of 31.12.2024	4 035 531	444

Note 12 Cash and cash equivalents

Amounts in NOK 1000

	2024	2023
Bank deposits / (withdrawal), cash etc. as per 31.12.	(57 370)	-1 110
Deposits (+)/withdrawals (-) from cash pool account system as at 31.12.	160 469	161 657
Total cash and cash equivalents	103 099	160 547

As of December 31, 2024, restricted bank deposits amounted to TNOK 1,500, related to employee tax withholding. In addition, undrawn committed revolving credit and overdraft facilities total MNOK 200, bringing the total liquidity reserve to MNOK 303 as of December 31, 2024, including cash and cash equivalents. See also Note 11.

Principal shareholders of Nekkar ASA as of 31.12.2024:

Shareholder	Number of shares	Ownership	Voting share 4)
Skeie Teknologi AS 1, 2, 3)	31 475 823	29.3%	30.4%
Nordnet Pensionsförsäkring AB	5 326 408	5.0%	5.2%
Mp Pensjon Pk	5 037 753	4.7%	4.9%
Tigerstaden AS	5 000 000	4.7%	4.8%
Nekkar ASA	4 035 531	3.8%	-
Hatle AS	3 492 567	3.3%	3.4%
Avanza Pension	2 560 865	2.4%	2.5%
Seb Cmu/Secfin Pooled Account	1 999 628	1.9%	1.9%
Banco Inversis SA	1 831 755	1.7%	1.8%
Skeie Consultants AS	1 507 243	1.4%	1.5%
Alandsbanken Nordiska Smabolag Placeringsfond	1 500 000	1.4%	1.5%
Itlution AS	1 475 261	1.4%	1.4%
Dyvi Invest AS	1 225 000	1.1%	1.2%
Skeie Kappa Invest AS	1 204 828	1.1%	1.2%
Patronia AS	1 127 429	1.0%	1.1%
Wieco Invest AS	939 047	0.9%	0.9%
Vinterstua AS	922 628	0.9%	0.9%
Larsén Martin Olof Brage Isk	785 480	0.7%	0.8%
Ubs Switzerland Ag (Ex Cs Ch Ag) Projekt Ssm	750 000	0.7%	0.7%
Jæderen AS	710 411	0.7%	0.7%
Total, 20 largest shareholders	72 907 657	67.9%	66.6%
own shares	4 035 531	3.8%	0.0%
Total other	34 519 455	32.1%	33.4%
Total	107 427 112	100.0%	100.0%

1) Shares owned or controlled by the Skeie family, and companies directly or indirectly controlled by them, holds 34 739 461 shares representing 32,3% of total shares.
2) Shares owned or controlled by Bjarne Skeie, and companies directly or indirectly controlled by him, holds 1 507 243 shares representing 1,4% of total shares.
3) Trym Skeie holds 513 287 shares in person and 1 204 828 through Skeie Kappa Invest AS. Total shares owned or controlled by Trym Skeie, and companies directly or indirectly controlled by him, is 1 718 115, representning 1,6% of total shares.
4) Voting portion are calculated after eliminating shares held by Nekkar ASA

Note 14 Subsequent events

Subsequent events regarding Nekkar ASA are listed in Note 23 in Nekkar Group.

Shares, share options and convertion rights owned or controlled by Board members, Group executives and their relatives:

Shares	31.12.2024	31.12.2023
Board members
Marit Solberg	150 804	127 140
Lars Carl Fabian Qvist 1)	543 435	-
Group Executives
Ole Falk Hansen 2)	296 601	200 311
Marianne Voreland Ottosen
Rolf-Atle Tomassen	19 258	-
Mette Harv	96 290
Petter Brøvig 3)	249 991	198 765

1) Lars Carl Fabian Qvist holds 543 435 shares through Qvist Holding AS. He also holds 1 805 830 shares through related companies
2) Ole Falk Hansen holds 296 601 shares through OFH Invest AS
3) Petter Brøvig holds 96 290 shares through Pimlico AS

30 May 2024, the Annual General Meeting adopted a resolution to give the Board general authority to issue a maximum of 21 485 422 shares against cash or non-monetary redemption, including merger related activities to acquisitions of business or assets within the same or corresponding business sector as the company. This authorization is valid until the next Annual General Meeting and latest on 30 June 2025. No shares have been issued on the basis of this authorization in 2024.

30 May 2024, the Annual General Meeting adopted a resolution to give the Board authority to issue a maximum of 2 820 058 shares against cash redemption for the benefit of the company’s executive management and board members. This authorization is valid until the next Annual General Meeting and latest on 30 June 2025.# NEKKAR ANNUAL REPORT 2024

AUDITORS’ REPORT

KPMG AS
Kanalveien 11
P.O. Box 4
Kristianborg
N -5822 Bergen
Telephone +47 45 40 40 63
Internet www.kpmg.no
Enterprise 935 174 627 MVA

To the General Meeting of Nekkar ASA

Independent Auditor’s Report

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Nekkar ASA, which comprise:
* the financial statements of the parent company Nekkar ASA (the Company), which comprise the balance sheet as at 31 December 2024, the profit and loss, statement of changes in equity and statement of cash flow for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and
* the consolidated financial statements of Nekkar ASA and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at 31 December 2024, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information.

In our opinion
* the financial statements comply with applicable statutory requirements,
* the financial statements give a true and fair view of the financial position of the Company as at 31 December 2024, and its financial performance and its cash flows for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and
* the consolidated financial statements give a true and fair view of the financial position of the Group as at 31 December 2024, and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the EU.

Our opinion is consistent with our additional report to the Audit Committee.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided. We have been the auditor of Nekkar ASA for 15 years from the election by the general meeting of the shareholders on 30 November 2009 for the accounting year 2009.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue recognition

Reference is made to Note 2.16 Revenue Recognition and 4 Use of Judgement and Estimates in Accounting principles and Note 2 Revenue

The Key Audit Matter

How the matter was addressed in our audit

The majority of the Group's revenues and profits derive from long-term construction contracts. Accounting for long term construction contracts involves management estimates and judgments and complex assessments of future events for which there may be limited or no external information available. The key judgements and estimates applied by management include their assessment of the stage of project completion and cost outcomes. Cost outcomes factored in management's forecasts include expected cost to completion. Contract accounting estimates and timing of revenue recognition require significant attention during the audit and are subject to a high degree of auditor judgment. As such, revenue recognition is considered a key audit matter.

Our audit procedures in this area included:
• Critically considering the terms and conditions of significant contracts and comparing these to management's assessment of the requirements in IFRS 15 relating to timing of revenue recognition; over time vs. point in time revenue recognition and applying professional scepticism and critically assessed the relevant accounting estimates
• Evaluating management's process for assessing measurement of progress and the method applied.
• Reading and discussing project reports with management and comparing current forecasts to historical outcomes where relevant.
• Challenging management on the estimate of cost to complete and the risk assessment related to forecast cost.
• Evaluating the adequacy and appropriateness of the relevant disclosures

Acquisition of Globetech AS

Reference is made to note 21 Business Combinations and Accounting principles 4. Use of judgement and estimates

The Key Audit Matter

How the matter was addressed in our audit

On 15 August 2024 the Group completed the acquisition of 67 per cent of Globetech AS. The purchase price amounted to NOK 86,8 million, subject to uncertainty of an additional earn out element. The acquisition is accounted for as a business combination in accordance with IFRS 3. In addition to booked assets and liabilities, management has identified customer relations measured at a fair value of NOK 27,7 million. Recognized goodwill from the transaction is NOK 89 million. The share purchase agreement also includes a right for the Group to acquire and a right for the seller to sell the remaining 33 per cent at fair value in 2028. Judgment and estimation uncertainty is present in management estimation of consideration transferred, expected value of earn out, identifying and measuring net assets acquired and estimating the corresponding put liability. All these areas are both uncertain and subject to increased attention from auditor. Therefor we consider this a key audit matter

Our audit procedures in this area included:
• We read the transaction agreement to gain an understanding of the key terms and conditions and assessed the
• We traced cash payments to bank statements and assessed the estimated cash consideration adjustment in 2025
• appropriateness of management’s analysis of the relevant accounting considerations
• Testing management’s calculation of consideration transferred for mathematical accuracy
• Challenging management on the key assumptions applied when identifying and measuring intangible assets.
• Assessing the accounting for the put liability with reference to the specific accounting regulations and evaluating management’s estimate.
• Evaluating the adequacy and appropriateness of the disclosure describing the business combination

Other Information

The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors’ report and the other information accompanying the financial statements. The other information comprises information in the annual report, but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors’ report nor the other information accompanying the financial statements. In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’ report and the other information accompanying the financial statements. The purpose is to consider if there is material inconsistency between the Board of Directors’ report and the other information accompanying the financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors’ report and the other information accompanying the financial statements otherwise appears to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors’ report or the other information accompanying the financial statements. We have nothing to report in this regard. Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
* is consistent with the financial statements and
* contains the information required by applicable statutory requirements.

Our opinion on the Board of Directors' report applies correspondingly to the statement on Corporate Governance.# Responsibilities of Management for the Financial Statements

Management is responsible for the preparation of financial statements of the Company that give a true and fair view in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and for the preparation of the consolidated financial statements of the Group that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU. Management is responsible for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern. The financial statements of the Company use the going concern basis of accounting insofar as it is not likely that the enterprise will cease operations. The consolidated financial statements of the Group use the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
* identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
* obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's and the Group's internal control.
* evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
* conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's and the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern.
* evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view.
* obtain sufficient appropriate audit evidence regarding the financial information of the entities or 139 NEKKAR ANNUAL REPORT 2024 AUDITORS’ REPORT 5 business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

Report on Compliance with Requirement on European Single Electronic Format (ESEF)

Opinion

As part of the audit of the financial statements of Nekkar ASA, we have performed an assurance engagement to obtain reasonable assurance about whether the financial statements included in the annual report, with the file name 5967007LIEEXZXIFE872-2024-12-31-en, have been prepared, in all material respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual report in XHTML format, and iXBRL tagging of the consolidated financial statements. In our opinion, the financial statements, included in the annual report, have been prepared, in all material respects, in compliance with the ESEF regulation.

Management’s Responsibilities

Management is responsible for the preparation of the annual report in compliance with the ESEF regulation. This responsibility comprises an adequate process and such internal control as management determines is necessary.

Auditor’s Responsibilities

Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material respects, the financial statements included in the annual report have been prepared in compliance with ESEF. We conduct our work in compliance with the International Standard for Assurance Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of historical financial information”. The standard requires us to plan and perform procedures to obtain reasonable assurance about whether the financial statements included in the annual report have been prepared in compliance with the ESEF Regulation. As part of our work, we have performed procedures to obtain an understanding of the Company’s processes for preparing the financial statements in compliance with the ESEF Regulation. We examine whether the financial statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL tagging of the consolidated financial statements and assess management’s use of judgement. Our procedures include reconciliation of the iXBRL tagged data with 140 NEKKAR ANNUAL REPORT 2024 AUDITORS’ REPORT 6 the audited financial statements in human-readable format. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Bergen, 29 April 2025

KPMG AS
Knut Olav Karlsen
State Authorised Public Accountant

141 NEKKAR ANNUAL REPORT 2024

Statement on compliance

Today, the Board of Directors and the CEO has issued the 2024 annual integrated report which includes the Board of Directors’ report, the sustainability report and the consolidated and separate financial statements related to Nekkar ASA as of 31 December 2024. This statement is based on reports, information and statements from the group’s CEO, head of finance and other administration, on the results of the group’s relevant activities, and on other information which is essential to assess the position of the group and parent company.

To the best of our knowledge we confirm that;
* the Consolidated annual financial statements for 2024 have been prepared in accordance with IFRS Accounting Standards as adopted by the EU, and additional Norwegian disclosure requirements in the Norwegian Accounting Act
* the sustainability information have been prepared in accordance with the 2021 GRI Standards
* the Board of Directors report gives a true and fair view of the development, performance, financial position, principle risks and uncertainties of the company and the group
* the information presented in the financial statements gives fair view of the company’s and the group’s assets, liabilities, financial position and results for the period viewed in their entirety
* the Board of Directors report for the group and the parent company is in accordance with the Norwegian Accounting Act and relevant Norwegian Accounting Standards
* the separate financial statement for Nekkar ASA for 2024 has been prepared in accordance with the Norwegian Accounting Act and Norwegian Accounting Standards

Kristiansand, 29 April 2025

The Board and Management of Nekkar ASA
Håkon André Berg
Chair of# NEKKAR ANNUAL REPORT 2024

STATEMENT ON COMPLIANCE

142

APPENDIX

143

Appendix 1 Stakeholders and stakeholder dialogue

144

INVESTORS/BOARD OF DIRECTORS (BOD)
Investors and owners are primary stakeholders that directly affect the company’s priorities and strategic direction, including sustainability. Ensuring value for shareholders is one of our main priorities.

CUSTOMERS
Customers directly affect the company economically and our ability to offer attractive products at acceptable cost is decisive for customer retention. Increased sustainability awareness among customers is part of driving our sustainability priorities.

EMPLOYEES
We are greatly dependent on the competence and contributions from existing employees, and our ability to attract future talent. Employees are directly affected by our internal policies and activities, and the overall working environment in Nekkar.

BUSINESS PARTNERS/SUPPLIERS
Business partners and suppliers are directly affected economically by the company, and their conduct is indirectly affected by our focus on and expectations for demonstrating responsible business practices.

GOVERNMENT/AUTHORITIES
We are directly affected by government regulations in the countries in which we operate, including the Oslo Stock Exchange’s regulations for listed companies. We are also dependent on good and predictable framework conditions.

CIVIL SOCIETY
Civil society is directly, socially and economically, affected by our activities, for example through the ripple effects from job creation and tax contribution. Civil society can also indirectly be impacted environmentally by our company’s products.

STAKEHOLDER DIALOGUE
Stakeholder dialogue strengthens our company’s relationship with the society in which we operate, and it also ensures a strategic approach to sustainability reporting. Our aim is to have an ongoing dialogue with key stakeholder groups. As part of the double materiality assessment (DMA) in autumn 2024, the company conducted systematic stakeholder dialogue, to gather feedback on the perceived relevance of different sustainability topics and the perception of Nekkar’s performance. All participants were carefully selected by Nekkar and invited to take part in interviews conducted during August and September 2024. Each interview, lasting approximately 20 minutes, was held digitally via Microsoft Teams. The interviews were based on semi-structured guides, combining open-ended and closed-ended questions. They were designed to align with the categories outlined in the European Sustainability Reporting Standards (ESRS) and tailored to each respondent group. The interviews were transcribed, and the responses summarised and presented to the executive management group. Desktop research was done to map the sustainability priorities of relevant governmental authorities and civil society. The findings are presented in the table on the next page. The findings from the stakeholder dialogue were structured for discussion with our internal sustainability task force consisting of members from the management team in September 2024, and the Board were also informed of this process. The result from these discussions can be found in the materiality chapter on page 148 and 149 of this report. We will continue to engage with stakeholders for future reporting processes.

145

Appendix 1 Stakeholder groups

Key stakeholder groups	Stakeholder description	Engagement activities	Interest and views
Investors / owners	Investors and owners are primary stakeholders that directly affect the Nekkar’s priorities and strategic direc-tion, including sustainability. Ensuring value for shareholders is one of our main priorities.	• Stakeholder interview (2024 double materiality assessment) • Annual report • ESG report • Direct communications (emails/meetings) • Board meetings • Social media • Other investor presentations • Newsletters • Quarterly presentations	• Ethical business conduct
Customers	Customers directly affect Nekkar economically and our ability to offer attractive products at acceptable cost is decisive for customer retention. Increased sustainability awareness among customers is part of driving our sustainability priorities.	• Stakeholder interview (2024 double materiality assessment) • Direct communication (emails/ meetings) • Website	• Waste management and scrapping • Health, Safety, and Environment (HSE) standards for suppliers • Human rights and the impact on local communities • Environmentally responsible choice of steel from Lloyds- approved steelworks • Equipment lifespan considerations
Employees	Nekkar is heavily dependent on the competence and contributions from existing employees, and our ability to attract future talent. Employees are directly affected by our internal policies and activities, and the overall working environment in Nekkar.	• Stakeholder interview (2024 double materiality assessment) • Employee engagement surveys • Annual report • ESG report • ESG Day (previously Green Day) • All hands meeting • Meetings	• Workers’ rights • Contributions to local communities • Information-related impacts for consumers and/or end- users • Circular economy • Impact on people, including skills development and inclusion. • Compliance with environmental regulations.
Business partners / suppliers	Business partners and suppliers are directly affected economically by Nekkar, and their conduct is indirectly affected by our focus on and expectations for demonstrating responsible business practices.	• Stakeholder interview (2024 double materiality assessment) • Annual report • ESG report • Newsletters • Website	• Offshore and aquaculture • Environmentally responsible choice of steel («Green steel»). • Develop technology that can enable the transition to a more sustainable future.
Government / authorities	Nekkar and its subsidiaries are directly affected by government regulations in the countries in which we operate, including the Oslo Stock Exchange’s regulations for listed companies. We are also dependent on good and predictable framework conditions.	• Desktop research	• All sustainability topics, but in particular climate and environment
Industry organisations	Nekkar is member of various industry associations. Industry associations advocate for policies and regulations that support growth and sustainability for the finance industry. Examples of relevant industry associations includes Offshore Norge, Rederiforbundet, Norske Skipsverft, Maritimt Forum and NHO.	• Desktop research	• All sustainability topics, but in particular climate and environment

146

Appendix 2 Materiality assessment

The concept of materiality reflects the significance of certain sustainability topics to a company. Double materiality is here understood as the union of impact materiality and financial materiality. A sustainability topic meets the criteria of double materiality if it is material from the impact perspective or from the financial perspective, or from both perspectives.

• Impact perspective: The company’s operations, products or services contribute significantly to the impact, whether directly or indirectly.
• Financial perspective: The topic triggers financial effects, i.e. generates risks or opportunities that influence or are likely to influence the future cash flows in the short, medium, or long term. The risks and opportunities may derive from past or future events.

Nekkar’s materiality assessment
Nekkar conducted a materiality assessment in the second half of 2024 to prepare for CSRD reporting in 2025. We began by reviewing the list of the 10 ESRS themes along with their sub-themes. Following this, we listed the company’s impacts, based on findings from the stakeholder dialogue and additional input provided dur-ing workshops. Both the negative and positive impacts were assessed. We also evaluated whether the im-pacts were actual or potential, and determined the time horizon for when each impact were likely to occur, using the ESRS definitions After having conducted both the impact materiality assessment and the financial materiality assessment, Nekkar undertook a qualitative evaluation of the topics that were deemed relevant. Nekkar identified three main sustainability topics that are regarded material to the company, namely E1 climate change, S1 own workforce, and G1 business conduct. These material topics harmonise with the material matrix developed in 2022 presented below. In 2025 we will continue to focus on these topics while we await new reporting guidelines from EU.

147

Climate adaption
Supply chain control
Diversity, equality and inclusion
Occupational health & safety
Human rights
Anti-corruption
Innovation & product development
Worker’s rights (incl. Compensation/renumeration
Recycling/circular economy
Product lifetime
CO 2 emissions
Material use
Working environment
Recruitment/competence development

Materiality matrix

	Low	Moderate	High
High
Moderate
Low
	Nekkar’s impact
Importance to stakeholders

148

Appendix 3 Equality statement 2024

Ensuring a diverse workforce is important to us and we have a direct ability and responsibility to impact gender equality and diversity in the workspace. Equal opportunities are offered to all employees, regardless of their background. At the end of 2024, the number of employees was 129, up from 92 in 2023. The main reason for the increase was the acquisition of Globetech including 26 permanent employees. 84.5% of our employees are male, while 15.5% are female.# NEKKAR ANNUAL REPORT 2024 APPENDIX

Gender and age distribution per employee category

	Total	<30 years	30-50 years	>50 years
PERMANENT EMPLOYEES
Female	19	1	8	10
Male	98	5	59	34
Total	117	6	67	44
TEMPORARY EMPLOYEES
Female	1	0	0	1
Male	11	0	3	8
Total	12	0	3	9
FULL-TIME EMPLOYEES
Female	19	1	8	10
Male	108	5	62	42
Total	127	6	70	52
PART-TIME EMPLOYEES
Female	1	0	0	1
Male	1	0	0	1
Total	2	0	0	2

1) In head count at the end of the reporting period.

Gender balance in %

EMPLOYEE FUNCTION	MEN	WOMEN	TOTAL	% salary to women	BENEFITS	BASE SALARY	BONUS	OVERTIME
Administration	67%	33%		54,491,944	23%	25%	46%
Engineers/technical personnel	93%	7%		62,526,139	5%	4%	0%

2) Numbers in headcount per 31 December 2024.

NEKKAR ANNUAL REPORT 2024 APPENDIX

Parental Leave

	2024		2023		2022
	MEN	WOMEN	MEN	WOMEN	MEN	WOMEN
No. of employees on parental leave	5	0	4	0	3	0
No. of weeks on parental leave	50	0	30.2	0	18.5	0

Our work on diversity

To improve gender balance on all levels of the organisation, we are taking several measures. Our main focus has been in recruitment processes, where we actively seek out female candidates for open positions. It is also important to retain our female workers, especially in a phase with young children. All employees (100%) are entitled to parental leave, following the Norwegian Working Environment Act, and in 2024 there were five employees that took parental leave, all male.

Our work on non-discrimination

Discrimination is defined as the unfair or prejudicial treatment of people and groups based on characteristics such as race, gender, age, or sexual orientation. Nekkar has zero tolerance for discrimination. The company is operating in accordance with the Norwegian Equality and Anti- discrimination Act and has established its own guidelines regarding non-discrimination which is part of the Code of Conduct. To identify cases of discrimination, Nekkar conducts employee surveys and employee development talks, where discrimination is one of the topics we are asking about. Incidents of discrimination should be reported to the employee’s nearest line manager or through the company’s external and anonymous whistleblowing channel. All reports will be handled with discretion and without reprisals for the person reporting. No incidents of discrimination were reported in 2024, and therefore no actions have been taken.

NEKKAR ESG REPORT 2024

CHAPTER TITLE

Remuneration report 2024

Disruptive technologies — sustainable results

NEKKAR ESG REPORT 2024

CHAPTER TITLE

NEKKAR ESG REPORT 2024

CHAPTER TITLE

1 Introduction/Statements

2 Overview | Financial performance in 2024

3 Remuneration | Board of Directors

4 Remuneration | Executive Management

5 Remuneration of the Board and Executive Management | Comparative overview

6 Compliance with the Remuneration Policy

7 Audit assurance report

Content

155 NEKKAR REMUNERATION REPORT 2024

1 Introduction/Statements

2 Overview | Financial performance in 2024

The report on salaries and other remuneration to leading personnel (the “Report”) provides an overview of the total remuneration received by each member of the board of directors (“Board”) and of the executive management (“Executive Management”) of Nekkar ASA (the “Company”) for the financial year 2024 with comparative figures for the past five financial years. The remuneration of the Board and Executive Management during the past financial year is based on the guidelines for determination of salaries and other remuneration in the Company, which were approved by the annual general meeting on 30 May 2022. (the “Guidelines”). The overall objective of the remuneration is to attract, motivate and retain qualified members of the Board and the Executive

Total revenues of the Nekkar Group amounted to NOK 624 million in 2024, an increase of 8 percent compared to 2023. EBITDA ended at NOK 92,2 million in 2024 compared to NOK 108,7 million in 2023, equivalent to EBITDA margins of 14.8 percent and 18,9 percent respectively.

Management and to align the interests of the Board and the Executive Management with the interests of the Company and its shareholders. The report is based on the requirements set out in the Norwegian Public Limited Companies Act of 13 June 1997 no. 45 (the “Companies Act”) section 6-16a and 6-16b, as well as Regulation on guidelines and report on remuneration for Senio Executives of 11 December 2021 No. 2730 (the “Regulation”) The information included in the Report has been derived from the audited annual reports of the Company for the financial years 2020 – 2024 available on the Company’s website, www.nekkar. com. All amounts are presented in NOK. Pre-tax profit was NOK 99,8 million in 2024, down from NOK 109,3 million the previous year. Profit after tax (continued business) was NOK 85,9 million and NOK 83,3 million for 2024 and 2023 respectively.

156 NEKKAR REMUNERATION REPORT 2024

157 NEKKAR REMUNERATION REPORT 2024

3 Remuneration | Board of directors

3.1 Fixed annual fee

Members of the Board receive a fixed annual base fee approved by the annual general meeting. The nomination committee assesses and presents proposals for the remuneration of the Board. Further, the nomination committee conducts an assessment of the Company’s remuneration based on the Company’s size and complexity as well as the level of director’s fees in other listed Norwegian companies. The size of the remuneration is not affected by the Company’s financial development. During 2024 there has been 15 Board meetings. This annual base fee shall be in line with the market practice of comparable listed companies taking into account the required competencies, effort and scope of work of the members of the Board. The members of the Board also serve as Audit committee and the fixed annual fee includes committee work. At the annual general meeting on 30 May 2024 Bjørn- Erik Dale and Lars Carl Fabian Qvist replaced Gisle Rike and Trym Skeie in the board, and Håkon André Berg was elected new Chairman. The table below outlines the remuneration for the Board.

TABLE 1 | REMUNERATION OF BOARD FOR THE FINANCIAL YEAR 2024-(2023)

Name and position	NOK Annual fee	Audit Committee fees	Other Benefits	Pension	Extra- ordinary items	Total remuneration
Håkon André Berg Chairman	347 000 (-)	- (-)	- (-)	- (-)	- (-)	347 000 (-)
Trym Skeie 1) former Chairman	550 000 (500 000)	- (-)	- (-)	- (-)	- (-)	550 000 (500 000)
Marit Solberg 1) Deputy Chair	347 000 (347 000)	- (-)	- (-)	- (-)	- (-)	347 000 (347 000)
Gisle Rike 1) Board member	347 000 (347 000)	- (-)	- (-)	- (-)	- (-)	347 000 (347 000)
Ingunn Svegården 1) Board member	- (347 000)	- (-)	- (-)	- (-)	- (-)	- (347 000)
Trine Ulla Board member	347 000 (-)	- (-)	- (-)	- (-)	- (-)	347 000 (-)
Lars Carl Fabian Qvist 1) Board member	- (-)	- (-)	- (-)	- (-)	- (-)	- (-)
Bjørn- Erik Dale 1) Board member	- (-)	- (-)	- (-)	- (-)	- (-)	- (-)
Total	1 938 000 (1 591 000)	- (-)	- (-)	- (-)	- (-)	1 938 000 (1 591 000)

1) The remuneration is based on a 12 month period between the ordinary annual general meeting.# NEKKAR REMUNERATION REPORT 2024

NOMINATION COMMITTEE REMUNERATION

In 2024, Nekkar’s nomination committee comprised of the following members: Anne Grethe Ellingsen (Chairman) and Leif Haukom. The nomination committee remuneration in 2024 was TNOK 67 for the chairman and TNOK 40 for the member.

Shareholding members of the Board

As of 31 December, the Board members held shares in Nekkar ASA as follows:

Name and position	Year	Total no of shares	Market value year-end NOK million
Lars Carl Fabian Qvist 1)	2024	543	5.1
	2023	435	-
Marit Solberg	2024	150,804	1.2
	2023	127,140	1.2
Bjørn- Erik Dale	2024	-	-
Håkon André Berg	2024	-	-
Trine Ulla	2024	-	-

1) Lars Carl Fabian Qvist holds 543,435 shares through Qvist Holding AS. He also holds 1,805,830 shares through related companies.

Remuneration | Executive Management

The remuneration policy for Executive Management of Nekkar ASA is based on offering competitive terms that should also reflect that Nekkar is a listed company with an international focus. Competitive terms are important for the Company’s ability to recruit and retain highly qualified personnel. However, as a general principle the management salary should not be leading compared to the industry, in addition to avoiding that the variable element constitutes too large a portion of the total compensation and thus entailing unfortunate incentives and short-term focus.

The remuneration of the members of the Executive Management is assessed on an annual basis and is effective from 1 August. The remuneration and the remuneration components are approved by the Board.

Members of Executive Management are entitled to an annual remuneration package in accordance with the Remuneration Policy, which may consist of the following fixed and variable remuneration components:

a. fixed base salary,
b. pension contribution,
c. performance-related pay arrangements consisting of an annual cash bonus,
d. long-term incentive remuneration consisting of participation in share purchase- or share option programs,
e. termination and severance payments, and
f. non-monetary employee benefits.

The choice of these components creates a well-balanced remuneration package reflecting (i) individual performance and responsibility of the members of the Executive Management in relation to goals and targets, both in the short and the longer term, and (ii) the Company’s overall performance.

Members of the Executive Management includes the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer along with Executive Vice Presidents for the various business units.

Remuneration composition

FIXED BASE SALARY

The fixed base salary is stipulated based on the position’s responsibility, complexity, competence and seniority. The base salary is intended to be competitive and motivating, but in line with general market terms.

PENSION CONTRIBUTION

The Company has established a defined contribution pension scheme in accordance with mandatory law. Members of the Executive Management team do not have special agreements which include early retirement plans or a supplementary pension scheme. The defined contribution plan includes 7% of fixed base salary up to 7.1G and 25.1% of fixed based salary ranging from 7.1G to 12G.

PERFORMANCE-RELATED CASH BONUS

Under the Company’s bonus scheme, the maximum bonus is limited to 6 months’ fixed base salary. The measurement criteria are linked to personal goals and financial goal achievement for the Group or relevant business unit. The defined performance criteria in the bonus scheme include both sales & operational targets along with organizational- and financial goals. The purpose of the annual cash bonus is to stimulate the continuous development of the Company’s value creating, growth and results as the individual member’s interests are aligned with the Company. Stipulation of the cash bonus is based on an overall assessment of the measurement criteria.

For the financial year 2024, a total cash bonus of TNOK 3,802 (2023: TNOK 1,896) was paid to the Executive Management.

LONG-TERM INCENTIVE, SHARE PURCHASE PROGRAM

A share-based investment program is established in the Company. All the employees of the Group and the members of the Company’s Board are given the opportunity to acquire shares in the Company at a discounted price of 30% against a 3 year lock-in period which prevents sales of shares within the period. The Board determines the detailed allocations within the limit, based on a separate authorization approved by the annual general meeting 30 May 2024. Distribution of shares to the Board is made after conferring with the nomination committee.

In 2024, a total of 685,211 shares were allocated under the share purchase program, drawn from treasury shares. In comparison, 646,778 shares were issued in 2023 as part of the same program.

TERMINATION AND SEVERANCE PAYMENTS

Members of Executive Management have a notice period of six months. The use of severance pay is limited, however this may in some instances serve as a good alternative for all parties involved. The use of severance pay is limited upwards to one annual salary.

NON-MONETARY EMPLOYEE BENEFITS

Members of the Executive Management may be granted certain non-monetary benefits such as company car as well as other customary non-monetary employee benefits such as newspaper, telephone, internet access, group life insurance and post-qualifying education/ course as approved by the Board.

CLAW-BACK

The share purchase program includes a good-/bad leaver clause which entitles the Company to acquire a proportional, or all, shares from the employee if he/she resigns within the lock-up period. E.g. if an employee resigns (good leaver) one year post participating in the share purchase program, the Company has the right to acquire 50% of the shares from the employee. The price shall be equal to the employee’s subscription price per share. If the employee is legally dismissed within the lock-up period, the Company has the right to acquire all shares obtained in the share purchase program at a price per share set to the lowest of the subscription price and share price at Oslo Stock exchange.

In the financial year 2024, no incentive remuneration was reclaimed.

Remuneration and shareholdings

REMUNERATION DEVELOPMENT 2024-2023

The development in the remuneration of the Executive Management is summarized in the table below.

Name and position	Year	Base salary	Other benefits	Bonus paid	Pension cost	Total remuneration	Proportion fixed
Ole Falk Hansen CEO	2024	3,366	19	1,630	210	5,225	68%
	2023	3,022	22	579	168	3,791	85%
Marianne Voreland Ottosen Head of finance	2024	1,375	17	330	188	1,910	82%
	2023	1,259	14	276	151	1,699	84%
Rolf-Atle Tomassen General Manager Syncrolift AS	2024	2,569	17	800	210	3,597	77%
	2023	1,967	38	580	195	2,781	79%
Mette Harv Impact Technology ventures	2024	1,923	17	752	211	2,904	74%
	2023	1,843	23	392	186	2,444	84%
Petter Brøvig Head of Strategy	2024	1,235	16	290	152	1,694	82%
	2023	1,065	14	69	121	1,269	90%

As illustrated, the total cash bonus paid to Executive Management amounted to TNOK 3,802 in 2024 which corresponds to ~36% of fixed base salary for the executive management. The bonus targets included both quantitative and qualitative targets. These targets include sales & operation, financial targets (budget) and organizational targets.

SHAREHOLDING EXECUTIVE MANAGEMENT

As of 31 December, the Executive Management held shares in Nekkar ASA as follows:

Name and position	Year	Total no of shares	Market value year-end NOK million
Ole Falk Hansen CEO	2024	338,361	3.1
	2023	296,601	2.7
Marianne Voreland Ottosen Head of finance	2024	61,018	0.6
	2023	19,258	0.2
Rolf-Atle Tomassen General manager Syncrolift AS	2024	17,223	0.2
	2023	3,303	0
Mette Harv Impact Technology Ventures	2024	284,791	2.7
	2023	249,991	2.3
Petter Brøvig Head of Strategy	2024	106,034	1.0
	2023	96,290	0.9

Remuneration of the Board and Executive Management | Comparative overview

The development in the remuneration of the Board and Executive Management over the past five financial years is summarized in the table below.

Name and position	NOK thousand Act. 2024	2024 vs. 2023	Act. 2023	2023 vs. 2022	Act. 2022	2022 vs. 2021	Act. 2021	2021 vs 2020	Act. 2020	2020 vs. 2019
Ole Falk Hansen (CEO from 07.2022)	5,225	38%	3,791	172%	1,393	100%	-	-	-	-
Marianne Voreland Ottosen (Head of finance from 04.2022)	1,910	12%	1,699	59%	1,068	100%	-	-	-	-
Rolf-Atle Tomassen (EVP)	3,597	29%	2,781	-3%	2,862	10%	2,614	0%	2,610	-4%
Mette Harv (EVP)	2,904	19%	2,444	22%	2,001	6%	1,886	1%	1,866	-4%
Petter Brøvig (Head of strategy from 09.2022)	1,694	33%	2,001	381%	416	100%	-	-	-	-
Preben Liltved (Interim CEO from 09.2020-06.2022, COO from 07.2022)	1,312	-36%	2,041	-26%	2,760	-	3,744	-	-	-
Toril Eidesvik (former CEO 04.2016-09.2020)	-	-	-	-100%	1,350	-49%	2,661	-33%	-	-
Kristoffer Lundeland (Interim CFO from 04.2019 - 08.2022)	-	-	-	-100%	1,667	-45%	3,030	12%	2,706	24%
Chair of the Board	1,550	0%	550	10%	500	0%	500	10%	455	8%
Board member	1,347	0%	347	10%	315	0%	315	7%	294	0%
Revenues	623,508	8%	575,000	48%	387,503	-19%	479,983	34%	359,467	35%
EBITDA	92,231	-15%	108,700	55%	70,296	-51%	143,733	101%	71,382	39%
Profit before tax	99,761	-8%	109,000	156%	42,634	-68%	132,534	85%	71,717	117%
Company employees	129	37	92	19	73	11	62	8	54	4
Average remuneration 2)	1,135	-8%	1,237	15%	1,073	-6%	1,191	11%	1,073	6%

1) The remuneration for the Board equals the approved amount from the Annual General Meeting.
2) Hired-in personnel are included in 2023 and 2022 figures.

Compliance with the Remuneration Policy

The remuneration of the Board and Executive Management for the financial year 2024 is consistent with the framework provided by the remuneration guidelines, approved by the annual general meeting 30 May 2023.# NEKKAR REMUNERATION REPORT 2024

Auditor assurance report

KPMG AS
Kanalveien 11
P.O. Box 4
Kristianborg
N -5822 Bergen
Telephone +47 45 40 40 63
Internet www.kpmg.no
Enterprise 935 174 627 MVA

To the General Meeting of Nekkar ASA

Independent auditor’s assurance report on report on salary and other remuneration to directors

Opinion

We have performed an assurance engagement to obtain reasonable assurance that Nekkar ASA report on salary and other remuneration to directors (the remuneration report) for the financial year ended 31 December 2024 has been prepared in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation. In our opinion, the remuneration report has been prepared, in all material respects, in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.

Board of directors’ responsibilities

The board of directors is responsible for the preparation of the remuneration report and that it contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and for such internal control as the board of directors determines is necessary for the preparation of a remuneration report that is free from material misstatements, whether due to fraud or error.

Our Independence and Quality Management

We are independent of the company as required by laws and regulations and the International Ethics Standards Board for Accountants’ Code of International Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We apply the International Standard on Quality Management (ISQM) 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, and accordingly, maintain a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Auditor’s responsibilities

Our responsibility is to express an opinion on whether the remuneration report contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and that the information in the remuneration report is free from material misstatements. We conducted our work in accordance with the International Standard for Assurance Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of historical financial information”. We obtained an understanding of the remuneration policy approved by the general meeting. Our procedures included obtaining an understanding of the internal control relevant to the preparation of the remuneration report in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. Further we performed procedures to ensure completeness and accuracy of the information provided in the remuneration report, including whether it contains the information required by the law and accompanying regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Bergen, 29 April 2025

KPMG AS

Knut Olav Karlsen
State Authorised Public Accountant

About this report

This annual integrated report applies to the reporting period 1 January to 31 December 2024. The report comprises both financial and sustainability information for all entities in the Nekkar Group. The report was published on 30 April 2025, and has been reviewed and approved by Nekkar’s Board of Directors. The sustainability information has not been audited by a third party.

For information about this report and its content, please contact Nekkar’s CEO, Ole Falk Hansen: [email protected].

	2024-01-01	2024-12-31	2023-01-01	2023-12-31	2022-12-31
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Nekkar — Annual Report (ESEF) 2024

Nekkar ASA Annual integrated report 2024

NEKKAR ANNUAL REPORT 2024

CEO LETTER

Growing to new record levels

NEKKAR ANNUAL REPORT 2024

COMPANY HIGHLIGHTS 2024

NEKKAR ANNUAL REPORT 2024

About Nekkar

ABOUT NEKKAR

UN Sustainable Development Goals

Locations

ORDERS AND RESULTS (MNOK)

BALANCE SHEET (MNOK)

SHARE (NOK)

EMPLOYEES

Membership assosiations

Portfolio

OPERATING COMPANIES

Techano Oceanlift

Globetech

Intellilift

Syncrolift

IMPACT TECHNOLOGY VENTURES

SkyWalker

ASSOCIATED COMPANIES BELOW 50% OWNERSHIP

FiiZK

Syncrolift

A RELIABLE DEFENCE SUPPLIER

SYNCROLIFT IN BRIEF

KEY HIGHLIGHTS 2024

FINANCIAL FIGURES (MNOK)

Intellilift

INTELLILIFT IN BRIEF

FINANCIAL FIGURES (MNOK)

KEY HIGHLIGHTS 2024

NEKKAR ANNUAL REPORT 2024

ABOUT NEKKAR

TECHANO OCEANLIFT

TECHANO OCEANLIFT IN BRIEF

FINANCIAL FIGURES (MNOK)

KEY HIGHLIGHTS 2024

Globetech

GLOBETECH IN BRIEF

FINANCIAL FIGURES (MNOK)

KEY HIGHLIGHTS 2024

Impact Technology Ventures

IMPACT TECHNOLOGY VENTURES IN BRIEF

SKYWALKER

The Board of Directors

Håkon Andre Berg

Trine Ingebjørg Ulla

Marit Solberg

Lars Carl Fabian Qvist

Bjørn-Erik Dale

Management

Ole Falk Hansen

Mette Harv

Petter Brøvig

ABOUT NEKKAR

Portfolio leads

Marianne Voreland Ottosen

Rolf-Atle Tomassen

Nils Vidar Stray

Stig Trydal

Hans Eirik Onarheim

THE BOARD OF DIRECTORS’ REPORT

Highlights 2024

2027 Strategy and ambitions

BUSINESS OVERVIEW

Syncrolift

Techano Oceanlift

Intellilift

2027 AMBITIONS TO REACH 2+ BN NOK IN REVENUES

KEY FIGURES, NEKKAR GROUP

THE BOARD OF DIRECTORS’ REPORT

Globetech

SkyWalker

FiiZK (39 percent ownership)

Nekkar Annual Report (ESEF) 2024