Treasure ASA

Annual Report • Feb 10, 2020

Treasure ASA

Annual report 2019

Content

Group Directors' report

2 Treasure ASA Annual Report 2019

03 Directors' report

• 03 Main development
• 03 Financial results
• 03 Risk
• 04 Corporate governance, control and compliance
• 04 Health, working environment, gender diversity and safety
• 04 Sustainability
• 04 Allocation of profit, dividend and buy-back
• 05 Prospects

06 Accounts and notes

• 06 Treasure ASA group
• 06 Income statement
• 06 Comprehensive income
• 07 Balance sheet
• 08 Cash flow statement
• 09 Equity
• 10 Accounting policies
• 12 Notes
• 18 Treasure ASA parent company
• 18 Income statement
• 19 Balance sheet
• 20 Cash flow statement
• 21 Notes
• 25 Auditor's report
• 29 Responsibility statement

30 Corporate governance

30 Corporate governance report

36 Corporate structure

36 Treasure Group

Directors' report for 2019

Treasure ASA

MAIN DEVELOPMENT

Through Den Norske Amerikalinje AS, a 100%-owned subsidiary of Treasure ASA, the company owns 4.513.582 shares (12.04%) in Hyundai Glovis, a global transportation and logistics provider based in Seoul Korea.

Whereas the primary focus is on managing the shareholding in Hyundai Glovis, the financial capability of the group is strong. The board and management continue to enhance the relationship with the Hyundai Group and other stakeholders as well as to identify other attractive investment opportunities to balance the asset base further.

A shareholder agreement (SHA) exists between Treasure ASA group and the controlling shareholders of Hyundai Glovis, M.K. Chung and E.S. Chung. The SHA contains a set of provisions regarding ownership and governance.

During 2019, the closing share price of Treasure ASA fluctuated between 12.00 and 14.25 NOK and the company paid a dividend of 0.30 NOK in May. During the year, the company bought back 1.215 million own shares at 13.00 - 13.50 NOK per share and liquidated 2.2 million own shares.

FINANCIAL RESULTS

Going concern assumption

Pursuant to section 4, sub-section 5, confer section 3, sub-section 3a of the Norwegian Accounting Act, it is confirmed that the annual accounts have been prepared under the assumption that the enterprise is a going concern and that the conditions are present.

Income statement

The group's main source of income is the dividend paid to the shareholders of Hyundai Glovis (historically paid in May each year). The Treasure ASA group's financial accounts for 2019 showed an income of USD 13.3 million (2018: USD 12.5 million) and profit before tax of USD 49.9 million (2018: loss of USD 40.6 million).

The profit before tax is including net change in fair value of the shares in Hyundai Glovis with a gain of USD 37 million (2018: loss of USD 52.8 million) Tax was included with an expense of USD 2 million (2018: USD 2 million) and net gain after tax was USD 47.8 million (2018: net loss of USD 42.7 million) in 2019.

Financial asset

The shareholding in Hyundai Glovis is classified as financial assets with the change in fair value recognised through the income statement.

Balance sheet

Total assets for Treasure ASA group at the end of 2019 was USD 563 million (2018: USD 525 million), of which USD 3.5 million (2018: USD 2.1 million) in cash and cash equivalents. The group has no interest-bearing debt.

Hyundai Glovis

Revenues and profitability of Hyundai Glovis are closely linked to the performance of the main customer, Hyundai Motor Group.

The Hyundai Glovis share price increased 11% during 2019, slightly underperforming the korean stock market.

The market value of Treasure ASA's shareholding in Hyundai Glovis was USD 560 million (2018: USD 523 million) at the end of the year.

Cash flow, liquidity and debt

The Treasure ASA group had a net increase in cash and cash equivalents of USD 1.4 million (2018: USD zero) for the year.

RISK

The shareholding in Hyundai Glovis, through its capital intensity and cyclical exposure to

demand and supply of vehicles, dominates the risk of Treasure ASA group. Changes in trade conditions and global demand for Hyundai and Kia vehicles may affect logistics flows and thereby the financial performance and the volatility in the share price of Hyundai Glovis.

Operational risk

The Treasure ASA group has no employees. Corporate functions as general management, accounting, investor relations, legal, tax, communication etc. are covered via extensive and detailed Service Level Agreements (SLA) with Wilh. Wilhelmsen Holding ASA (WWH). The board is familiar and confident with the quality of these services.

Financial risk

Treasure ASA remains exposed to a range of financial risk factors, stemming from the global and korean equity markets, as well as from movements in the korean won.

Internal control and risk management

Treasure ASA is committed to manage risks in a sound manner related to its investments. This commitment spans monitoring the current environment, implementation of measures to mitigate risks and responding to risks to mitigate consequences.

The group's exposure to and management of financial risks are further described in Note 8 of the 2019 accounts. This includes foreign exchange rate risk, credit risk and liquidity risk. While the main investment is of a long-term nature, any fluctuations in values will have impact on the solidity of the group and may affect profitability.

CORPORATE GOVERNANCE, CONTROL AND COMPLIANCE

Treasure ASA group observes the Norwegian Code of Practice for corporate governance, in addition to requirements as specified in the Norwegian Public Companies Act and the Norwegian Accounting Act.

It is the board's view that, given the company's business model, the company has an appropriate governance structure and that it is managed in a satisfactory way.

The board's corporate governance report for 2019 can be found on treasureasa.com.

HEALTH, WORKING ENVIRONMENT, GENDER DIVERSITY AND SAFETY

The board is unaware of any material issues concerning work related issues and is not

aware of any material alleged violations stemming from the SLAs between WWH and Treasure ASA.

SUSTAINABILITY

Since the Treasure ASA's main asset is a shareholding in a listed company, the board has not developed a separate sustainability report for the company. As the group's main activity is investments, the potential environmental impacts of its own business activities are not material.

However, Treasure ASA builds its social responsibility guidelines on the foundation set by its majority shareholder and includes environmental, social and corporate governance issues in its investment analysis, business decisions, ownership practises and financial reporting.

Treasure ASA's majority shareholder, WWH, issues an annual sustainability report, which is available on wilhelmsen.com.

Through clearly expressed expectations to Hyundai Glovis, the group will contribute to promote human rights, sound working standards, reduce environmental impact, and work towards eliminating corruption in own operations and investments, as well as the operations of suppliers and business partners.

ALLOCATION OF PROFIT, DIVIDEND AND BUY-BACK

The board is proposing to the annual general meeting (AGM) a NOK 0.40 dividend per share, payable during the first half of 2020. This represents a total payment of NOK 87 million.

The Treasure ASA board is proposing to the AGM to cancel own shares, to renew the annual authorisation to buy back up to 10% of the company's own issued shares and to issue up to 10% of new shares.

Parent company accounts (NOK thousand)
Profit for the year	NOK 106 543
To equity	NOK 19 609
Proposed Dividend	NOK 86 934
Total Allocation	NOK 106 543

PROSPECTS

Treasure ASA is an investment company with currently one asset. The prospects for the group correlates strongly with the general development of the Hyundai Glovis financial and share price performance.

Projections for 2020 indicate global growth to be on par with previous years. The main customers of Hyundai Glovis - Hyundai Motor Group and Kia Motor Group - are experiencing an increasing global demand for their vehicles and have communicated a yearover-year growth expectation of roughly 5%.

The large contract Hyundai Glovis holds with its main customers regarding shipping was renewed at the end of 2019 for two years with

an unchanged 60% of the total volume of finished vehicles overseas.

Extensive information on Hyundai Glovis can be found on ir.glovis.net.

Outlook

In 2020, Treasure ASA will continue to build and extend its strategic relationship with Hyundai Glovis.

Given the strong balance sheet, the investment capacity is significant. Management will continue its strategy development, including a systematic assessment of potential investment opportunities within the maritime and logistics segments.

Lysaker, 10 February 2020 The board of directors of Treasure ASA

Thomas Wilhelmsen chair

Benedicte Bakke Agerup

Marianne Lie

Christian Berg Magnus Sande CEO

Income statement Treasure group

USD thousand	Note	2019	2018
Dividend from Hyundai Glovis		13 295	12 529
Other income		373	367
Change in fair value of shares in Hyundai Glovis	4	37 041	(52 822)
Other expenses	1	(821)	(691)
Profit/(loss) before tax		49 889	(40 617)
Tax income/(expense)	2	(2 065)	(2 089)
Profit/(loss) for the year		47 823	(42 707)
Basic / diluted earnings per share (USD)	3	0.22	(0.19)

Comprehensive income Treasure group

Profit/(loss) for the year	47 823	(42 707)
Items that may be reclassified to the income statement
Currency translation differences	161	172
Other comprehensive income, net of tax	161	171
Total comprehensive income for the year	47 984	(42 535)

Balance sheet Treasure group

USD thousand	Note	31.12.2019	31.12.2018
ASSETS
Non current assets
Deferred tax asset	2	177	170
Financial assets	4/5/8	559 634	522 593
Total non current assets		559 811	522 763
Current assets
Other current assets	8	36	19
Cash and cash equivalents	8	3 547	2 130
Total current assets		3 583	2 149
Total assets		563 394	524 912
EQUITY AND LIABILITIES
Equity
Paid-in capital		2 694	2 719
Own shares		(5)	(18)
Retained earnings and other reserves		560 704	522 163
Attributable to equity holders of the parent		563 393	524 864
Current liabilities
Other current liabilities		1	48
Total current liabilities		1	48
Total equity and liabilities		563 394	524 912

Lysaker, 10 February 2020 The board of directors of Treasure ASA

Thomas Wilhelmsen chair

Marianne Lie

Benedicte Bakke Agerup

Christian Berg Magnus Sande

CEO

Cash flow statement Treasure group

USD thousand	Note	2019	2018
Cash flow from operating activities
Dividend from Hyundai Glovis		13 295	12 529
Other income		373	367
Change in working capital		(376)	(105)
Tax paid	2	(2 074)	(1 960)
Net cash provided by operating activities		11 219	10 831
Cash flow from investing activities
Financial income	1	48	42
Financial expenses	1	(403)	(391)
Net cash flow from investing activities		(355)	(350)
Cash flow from financing activities
Purchase of own shares		(1 859)	(2 160)
Dividend to shareholders		(7 588)	(8 323)
Net cash flow from financing activities		(9 446)	(10 483)
Net increase/(decrease) in cash and cash equivalents		1 418	(2)
Cash and cash equivalents at the beginning of the period		2 130	2 132
Cash and cash equivalents at 31.12		3 547	2 130

The group has bank accounts in different currencies. The cash flow effect from revaluation of cash and cash equivalents is included in net cash flow provided by operating activities.

Equity Treasure group

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

USD thousand	Share capital	Own shares	Retained earnings	Total equity
Balance 31.12.2018	2 719	(18)	522 163	524 864
Purchase of own shares		(13)	(1 856)	(1 868)
Liquidation of own shares	(25)	25
Profit for the period			47 823	47 823
Dividend to shareholders			(7 588)	(7 588)
Other comprehensive income			161	161
Balance 31.12.2019	2 694	(5)	560 704	563 393

Balance 31.12.2018	2 719	(18)	522 163	524 864
Other comprehensive income			172	172
Dividend to shareholders			(8 323)	(8 323)
Loss for the period			(42 707)	(42 707)
Purchase of own shares		(18)	(2 070)	(2 088)
Balance 31.12.2017	2 719		575 091	577 811
USD thousand	Share capital	Own shares	Retained earnings	Total equity

Dividend for fiscal year 2018 was NOK 0.30 per share and was paid in May 2019.

The proposed dividend for fiscal year 2019 is NOK 0.40 per share, payable in 1. half of 2020 and is set to be approved by the AGM on 12 March 2020.

The proposed dividend is not accrued in the year-end balance sheet. The dividend will have effect on retained earnings in 1.half year of 2020.

Accounting policies Treasure ASA group and Treasure ASA

GENERAL INFORMATION

Treasure ASA (referred to as the parent company) is domiciled in Norway. The parent company's consolidated accounts for the fiscal year 2019 include the parent company and its subsidiary (referred to collectively as the group).

The annual accounts for the group and the parent company were issued by the board of directors on 10 February 2020.

The parent company is a public limited liability company which is listed on the Oslo Stock Exchange.

BASIC POLICIES

The financial accounts have been prepared in accordance with the International Financial Reporting Standards (IFRS), as endorsed by the European Union, to the extent applicable.

The main assets of the Treasure group are shares held in Hyundai Glovis, which are accounted as financial assets at fair value through profit or loss. The share price of Hyundai Glovis is quoted in KRW and traded on the Korean Stock Exchange.

The financial statements for the parent company have been prepared and presented in accordance with simplified IFRS approved by Ministry of Finance 3 November 2014. The parent company has elected to apply the exception from IFRS for dividends and group contributions. Otherwise, the explanations of the accounting policy for the group also apply to the parent company.

Background

The principal activity of the Company is investment in financial assets and investments in other companies with similar activities.

The group accounts are presented in US dollars (USD), rounded off to the nearest thousand. Treasure ASA is a subsidiary of Wilh. Wilhelmsen Holding ASA (own 73.46% of the shares). Since Wilh. Wilhelmsen Holding group presents its group accounts in USD, the same presentation currency is chosen for Treasure's group accounts.

The parent company accounts are presented in its functional currency NOK.

The income statements and balance sheets for group companies with a functional currency which differs from the presentation currency (USD) are translated as follows:

• the balance sheet is translated at the closing exchange rate on the balance sheet date
• income and expense items are translated at a rate that is representative as an average exchange rate for the period, unless the exchange rates fluctuate significantly for that period, in which case the exchange rates at the dates of transaction are used
• the translation difference is recognised in other comprehensive income and split between controlling and minority interests

Preparing financial statements in conformity with IFRS and simplified IFRS requires the management to make use of estimates and assumptions which affect the application of the accounting policies and the reported amounts of assets and liabilities, revenues and expenses.

Estimates and associated assumptions are based on historical experience and other factors regarded as reasonable in the circumstances. The actual result can vary from these estimates.

Areas involving a higher degree of judgement or complexity, or where assumptions and estimates are significant to the consolidated financial statements are described in more detail below in the section on critical accounting estimates and assumptions.

The accounting policies outlined below have been applied consistently for all the periods presented in the accounts.

Standards, amendments and interpretations

The group has evaluated the impact of the following standards and

amendments for the first time for their annual reporting period commencing 1 January 2019:

• IFRS 16 Leases
• Prepayment Features with Negative Compensation Amendments to IFRS 9
• Long-term Interests in Associates and Joint Ventures Amendments to IAS 28
• Annual Improvements to IFRS Standards 2015 2017 Cycle
• Interpretation 23 Uncertainty over Income Tax Treatments

The standards and amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2019 reporting periods and have not been early adopted by the group. These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

CONSOLIDATION POLICIES

The group consolidate the 100% owned subsidiary Den Norske Amerikalinje AS.

SEGMENT REPORTING

The group's main investment is the investment in Hyundai Glovis Ltd. Segment information is therefore not relevant.

RELATED PARTIES TRANSACTIONS

The group and the parent company have contracts and transactions with companies in Wilh. Wilhelmsen Holding group. These are based on market terms and cover management services.

For further details, see note 9 to the group accounts and 7 to the parent company accounts.

FOREIGN CURRENCY TRANSACTION AND TRANSLATION Transactions

Transactions in foreign currencies are initially recorded in the functional currency by applying the rate of exchange as of the transaction. Monetary assets and liabilities denominated in foreign currencies are subsequently retranslated into the functional currency at the rate of the exchange at the balance sheet date. The realised and unrealised currency gains or losses are included in financial income or expense.

Translations

In the consolidated financial statements, the assets and liabilities of non USD functional currency subsidiaries, including any related goodwill, are translated into USD using the rate of exchange as of the balance sheet date. The results and cash flow of non USD functional currency subsidiaries, are translated into USD using average exchange rate for the period reported (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions).

Exchange adjustments arising when the opening net assets and the net income for the year retained by non USD operation are translated into USD are recognised in other comprehensive income. On disposals of a non USD functional currency subsidiary, the deferred cumulative amount recognised in equity relating to that particular entity is recognised in the income statement.

REVENUE RECOGNITION

Revenue is recognised when it is probable that a transaction will generate a future economic benefit that will accrue to the entity and the size of the amount can be reliably estimated. Dividend from the investment in Hyundai Glovis is recognised when it is confirmed at the AGM of Hyundai Glovis.

Revenues are recognised at fair value and presented net of value added tax and discounts. Other income is mainly consultant fee to Hyundai Glovis.

FINANCIAL ASSETS

The group classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value through profit or loss (FVPL)

Accounting policies Treasure ASA group and Treasure ASA

Management determines the classification of financial assets at their initial recognition.

Financial assets subsequently carried at fair value are initially recognised at fair value, and transaction costs are expensed in the income statement.

Short term investments

This category consists of financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of profit from short term price gains. Short term investments are valued at fair value (market value). The resulting unrealised gains and losses are included in financial income and expense. Derivatives are also placed in this category unless designated as hedges. Assets in this category are classified as current.

Loans and receivables at amortised cost

Loans and receivables are non derivative financial assets with fixed or determinable payments, which are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non current assets. Loans and receivable are classified as other current assets or other non current assets in the balance sheet.

Loans and receivables are recognised initially at their fair value plus transaction costs. Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or are transferred, and the group has transferred by and large all risk and return from the financial asset.

Realised gains and losses are recognised in the income statement in the period they arise.

Financial assets to fair value

Equity investments in listed companies:

The financial asset is classified and measured as equity instruments designated at fair value through income statement.

Change in fair value during the period, is recognised in the income statement.

Financial assets to fair value are included in non-current assets unless the investment matures or management intends to dispose of it within 12 months of the end of the reporting period.

DEFERRED TAX / DEFERRED TAX ASSET

Deferred tax is calculated using the liability method on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is determined using tax rates and laws which have been enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability settled.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available, and that the temporary differences can be deducted from this profit.

Deferred tax is calculated on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the group.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include, deposits held at call with banks, other current highly liquid investments with original maturities of three months or less.

DIVIDEND DISTRIBUTION IN THE GROUP ACCOUNTS

Dividend payments to the parent company's shareholders are recognised as a liability in the group's financial statements from the date when the dividend is approved by the general meeting.

DIVIDEND AND GROUP CONTRIBUTION IN PARENT ACCOUNTS

Proposed dividend for the parent company's shareholders is recognised in the parent company account as a liability at 31 December in the current year.

Note 1 Operating expenses, Income statement

USD thousand	Note	2019	2018
OPERATING EXPENSES
Personnel expenses		(37)	(46)
Travel expenses		(38)	(8)
Audit fee		(22)	(29)
Consultant and legal fees		(34)	(2)
Other operating expenses		(85)	(50)
Management fee	9	(249)	(205)
Total operating expenses		(466)	(341)
FINANCIAL INCOME AND EXPENSES Other financial income		48	42
Other financial expenses		(56)	(68)
Net currency gain/(loss)		(347)	(323)
Financial income/(expenses)		(355)	(350)
Other Expenses		(821)	(691)
REMUNERATION BOARD OF DIRECTORS		2019	2018

Marianne Lie	11	12
Bente Brevik		12
Thomas Wilhelmsen
Benedicte Bakke Agerup	11
Christian Berg

Thomas Wilhelmsen and Christian Berg represent the majority shareholder on the board and do not receive a remuneration.

The proposed remuneration of the Board members for the fiscal year 2019 is set to be approved by the AGM 12 March 2020. Remuneration of the nomination committee totalled USD 10 thousand for 2019.

Treasure ASA does not have any employees. The CEO and CFO, who composes the management of Treasure ASA, are employed by Wilh. Wilhelmsen Holding ASA (WWH) and are hired on the basis of a Service Level Agreement. See note 9 for further details.

EXPENSED AUDIT FEE

USD thousand		2019	2018
--------------	--	------	------

Statutory audit	(22)	(23)
Other assurance services	(1)	(6)
Total expensed audit fee	(22)	(29)

Note 2 Tax

ORDINARY TAXATION

The ordinary rate of corporation tax in Norway is 22% of net profit for 2019. Norwegian limited liability companies are encompassed by the participation exemption method for share income. Thus, share dividends and gains are tax free for the receiving company. Corresponding losses on shares are not deductible. The participation exemption method does not apply to share income from companies considered low taxed and that are located outside the European Economic Area (EEA), and on share income from companies owned by less than 10% resident outside the EEA.

For group companies located in the same country and within the same tax regime, taxable profits in one company can be offset against tax losses and tax loss carry forwards in other group companies. Deferred tax/deferred tax asset

has been calculated on temporary differences to the extent that it is likely that these can be utilised in each country and for Norwegian entities the group has applied a rate of 22%.

The effective tax rate for the group will, from period to period, change dependent on the group gains and losses from investments inside the exemption method.

The ownership of Hyundai Glovis is 12.04% and the share income is thus considered tax free.

Dividends from Hyundai Glovis Co Ltd are subject to 15% withholding tax in Republic of Korea.

Total tax income expense	(2 065)	(2 089)
Change in deferred tax	8	(130)
Witholding tax	(2 074)	(1 960)
Allocation of tax income/(expense) for the year
USD thousand	2019	2018

The tax expense for 2019 and 2018 is mainly driven by the witholding tax on received dividend.

Reconciliation of actual tax cost against expected tax cost in accordance with the ordinary Norwegian income tax rate of 22%

Profit/(loss) before tax	49 889	(40 617)
22% tax (23% 2018)	(10 975)	9 342
Tax effect from:
Permanent differences	10 983	(9 473)
Currency translation from USD to NOK for Norwegian tax purpose	1	17
Withholding tax	(2 074)	(1 960)
Calculated tax income/(expense) for the group	(2 065)	(2 089)
Effective tax rate for the group	4.1%	(5.1%)

The effective tax rate for the group will, from period to period, change dependent on the group gains and losses from investments inside the exemption method.

USD thousand	2019	2018
Deferred tax assets to be recovered after more than 12 months	177	170
Net deferred tax assets	177	170
Opening balance 01.01	170	316
Currency translation differences	(1)	(17)
Income statement charge	8	(130)
Net deferred tax assets at 31.12	177	170

The movement in deferred income tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:

Currency translations Deferred tax assets 31.12	(1) 177	(17) 170
Through income statement	8	(130)
Deferred tax assets 01.01	170	316
USD thousand Deferred tax assets	carried forward	carried forward
	Tax losses	Tax losses

Note 3 Earnings per share

Earnings per share take into consideration the number of outstanding shares in the period. At 31 December 2019 Treasure ASA had own shares of 465.000 shares. Earnings per share is calculated based on 217 645 000 shares, which is the weighted number of outstanding shares in 2019.

Note 4 Financial assets

USD thousand	2019	2018
Financial assets
Opening balance 31.12	522 593	575 415
Change in value financial assets	37 041	(52 822)
Total financial assets	559 634	522 593
Financial assets
Hyundai Glovis Ltd	559 634	522 593

The fair value of the investment has increased from previous year and recognized in the income statement. The group had 4.513.582 shares in 2019 and received a dividend of KRW 3.300 per share (2018: KRW 3.000 per share).

Financial assets are denominated in KRW.

Note 5 Financial level

USD thousand	2019 Level 1	2018 Level 1
Financial assets at fair value
Financial assets	559 634	522 593
Total financial assets 31.12	559 634	522 593

The fair value of financial instruments traded in an active market is based on quoted market prices at the balance sheet date.

A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis.

The quoted market price used for financial assets held by the group is the current close price. These instruments are included in level 1. Instruments included in level 1 at the end of 2019 are liquid investment grade equities.

Note 6 Principal subsidiaries

Den Norske Amerikalinje AS	Lysaker, Norway	Investments	100%	100%
	Business office/country	Nature of business	Proportion of ordinary shares directly held by parent (%)	Proportion of ordinary shares held by the group (%)

The group's principal subsidiary at 31 December 2019 are set out above, and has share capital consisting solely of ordinary shares that are held directly by the group, and the proportion of ownership interests held equals the voting

rights held by the group. The country of incorporation or registration is also their principal place of business.

Note 7 Segment reporting

SEGMENT

The chief operating decision-maker monitores the business by combining similar operational characteristics such as product services, market and underlying asset base, into operating segments. The group's main investment is the investment in Huyndai Glovis Ltd. Segment information is therefore not relevant.

Note 8 Financial risk

The group has exposure to the following financial risks from its ordinary operations:

• Market risk
• Hyundai Glovis share price risk
• Foreign exchange rate risk
• Credit risk
• Liquidity risk

MARKET RISK

Share price risk

The group has exposure to risk connected with the movements in the share price of Hyundai Glovis. Although financial fundamentals have been stable and reflecting the underlying business model of Hyundai Glovis, valuation has been volatile, causing the share price to periodically exhibit elevated levels of volatility and not always in sync with the broader korean equity market.

Foreign exchange rate risk

The group has exposure to currency risk mainly on balance sheet items denominated in currencies other than non-functional currencies (translation risk, mainly share price of Hyundai Glovis, denominated in KRW), and to a much lesser extent on revenues and costs in non-functional currencies (transaction

risk, mainly dividends from Hyundai Glovis, denominated in KRW).

The group has not established hedging strategies to mitigate risks originating from movements in share price and/or currencies.

Credit risk

The group has very limited exposure to credit risk due to lack of material receivables.

Off-balance sheet item

The Norwegian Company Act Law § 14-11, section 3 decide that the company under certain conditions will support repayment of debt issued by its former parent company Wallenius Wilhelmsen ASA at the date of the demerger. The nominal size of this joint liability – which is treated as an off-balance sheet item – has been significantly reduced since the demerger, due to debt restructuring at Wallenius Wilhelmsen ASA.

Liquidity Risk

The group's management approach is to have adequate liquidity to meet its liabilities under both normal and stressed conditions. The group's liquidity risk is low in that it holds liquid assets in operational bank accounts.

Change in Value	(112)	(56)	0	56	112
Change in USDKRW exchange rate	923	1 038	1 153	1 269	1 384
Sensitivities	(20%)	(10%)	0%	10%	20%
USD mill
Change in Value	(112)	(56)	0	56	112
Change in share price of Hyundai Glovis (KRW)	114 400	128 700	143 000	157 300	171 600
Sensitivities	(20%)	(10%)	0%	10%	20%
USDmill

CAPITAL RISK MANAGEMENT

The group's policy is to maintain a strong capital base to maintain investor, creditor and market confidence and to sustain future investment capabilities. Treasure ASA's main source of liquidity is the annual dividend payment from its shares in Hyundai Glovis, and will utilize these proceeds in addition to available liquidity to cover operational payments and the proposed 2019 dividend to its shareholders.

Note 8 Financial risk

USD thousand Assets	Note	Financial assets at amortised cost	Fair value through the income statement	Total
Assets at 31.12.2019		3 583	559 634	563 217
Cash and cash equivalent		3 547		3 547
Other current assets		36		36
Financial assets	4		559 634	559 634
USD thousand Assets	Note	assets at amortised cost	through the income statement	Total
Financial instruments by category		Financial	Fair value

Assets at 31.12.2018	2 149	522 593	524 742
Cash and cash equivalent	2 130		2 130
Other current assets	19		19
Financial assets 4		522 593	522 593

Note 9 Related party transactions

Wilh. Wilhelmsen Holding ASA controls 73.46% of the Treasure ASA group. The ultimate owner of the Treasure ASA group is Tallyman AS, which controls above 60% of voting shares of the Wilh. Wilhelmsen Holding ASA group. The ultimate beneficial owners of Tallyman AS is the Wilhelmsen family. Mr Wilhelm Wilhelmsen controls Tallyman AS.

The group had transactions with related parties in the Wilh. Wilhelmsen Holding group during 2019. Services provided to Treasure ASA are based on Service Level Agreements and include:

• Senior Management (CEO and CFO) • Accounting, Financial Reporting and Internal Control
• Treasury and tax
• Communication, legal services and office facilities.

Service Level Agreements are priced using a cost plus 5% margin calculation, in accordance with the principles set out in the OECD Transfer Pricing Guidelines and are delivered according to agreements that are renewed annually.

Material related parties for Treasure group are: Business office, country

Wilh. Wilhelmsen Holding ASA (WWH)	Lysaker, Norway	Owns 73.46% of Treasure ASA
Wilhelmsen Accounting Services AS	Lysaker, Norway	Owned by WWH

USD thousand	2019	2018
OPERATING EXPENSES FROM RELATED PARTY
Purchase of services from Wilh. Wilhelmsen Holding group:
Management and accounting services	(249)	(205)
Operating expenses to related party	(249)	(205)

Note 10 Events after the balance sheet date

No material events occurred between the balance sheet date and the date when the accounts were presented which provide new information about conditions prevailing on the balance sheet date.

Account and notes Group

Treasure ASA Annual Report 2019 17

Income statement Treasure ASA

NOK thousand Note	2019	2018
Operating income
Other income 1	3 284	2 984
Dividend and group contribution from subsidiary 1	108 000	80 000
Total operating income	111 284	82 984
Operating expenses
Other expenses 1	(3 813)	(2 284)
Total operating expenses	(3 813)	(2 284)
Operating profit	107 472	80 700
Financial income/(expenses)
Net financial income 1	364	504
Net financial expenses 1	(809)	(554)
Financial income/(expenses)	(445)	(50)
Profit before tax	107 027	80 650
Tax expenses 3	(484)	(861)
Profit for the year	106 543	79 789
Transfers and allocations
To equity 5	19 609	13 789
Proposed dividend 5	86 934	66 000
Total transfers and allocations	106 543	79 789

Balance sheet Treasure ASA

NOK thousand	Note	31.12.2019	31.12.2018
ASSETS
Non current assets
Deferred tax asset	3	1 505	1 291
Investments in subsidiaries	4	4 728 586	4 728 586
Total non current assets		4 730 091	4 729 877
Current assets
Account receivables		232
Current assets group companies	7	28 000
Other current assets		80	166
Cash and cash equivalents	6	31 124	5 107
Total current assets		59 437	5 274
Total assets		4 789 528	4 735 151
EQUITY AND LIABILITIES Equity
Paid-in capital	5	21 780	22 000
Own shares	5	(47)	(145)
Retained earnings	5	4 651 119	4 646 891
Total equity		4 672 852	4 668 746
Current liabilities
Account payables		6	405
		29 735
Cash pool group companies	6/7
Accrued dividend Total current liabilities	5	86 934 116 676	66 000 66 405

Lysaker, 10 February 2020 The board of directors of Treasure ASA

Thomas Wilhelmsen chair

Marianne Lie

Benedicte Bakke Agerup

Christian Berg Magnus Sande CEO

Cash flow statement Treasure ASA

NOK thousand Note	2019	2018
Cash flow from operating activities
Profit before tax	107 027	80 650
Financial (income)/expenses 1	445	50
Change in working capital	1 191	(100)
Tax paid (withholding tax) 3	(698)	(653)
Net cash provided by operating activities	107 964	79 947
Cash flow from investing activities
Interest received 1	227	173
Financial income/expenses	(672)	(223)
Net cash flow from investing activities	(445)	(50)
Cash flow from financing activities
Dividend to shareholders	(65 340)	(66 000)
Purchase of own shares	(16 163)	(17 574)
Net cash flow from financing activities	(81 503)	(83 574)
Net increase in cash and cash equivalents	26 017	(3 677)
Cash and cash equivalents, at the beginning of the period	5 107	8 784
Cash and cash equivalents at 31.12	31 124	5 107

The company has bank accounts in both USD and NOK. Unrealised currency effects are included in net cash provided by operating activities.

Note 1 Combined items, income statement

NOK thousand	Note	2019	2018
OPERATING INCOME
Advisory fee Hyundai Glovis		3 284	2 984
Dividend and group contribution from subsidiary	7	108 000	80 000
Total operating income		111 284	82 984
OTHER EXPENSES
Board of directors fee (incl soc. sec.)	2	(325)	(325)
Expenses to group companies	7	(1 975)	(1 350)
External services	2	(466)	(204)
Travel and meeting expenses		(332)	(84)
Other administration expenses		(714)	(321)
Total other expenses		(3 813)	(2 284)
FINANCIAL INCOME/(EXPENSES)
Financial income
Interest income		227	173
Net currency gain		137	330
Net financial income		364	504
Financial expenses
Other financial items	6	(809)	(554)
Net financial expenses		(809)	(554)
Net financial income		(445)	(50)

Note 2 Remuneration board of directors

NOK thousand	2019	2018
Thomas Wilhelmsen
Benedicte Bakke Agerup	100
Christian Berg
Marianne Lie	100	100
Bente Breivik		100

Thomas Wilhelmsen and Christian Berg represent the majority shareholder on the board and do not receive a remuneration.

The proposed remuneration of the board members for the fiscal year 2019 is set to be approved by the AGM 12 March 2020.

Remuneration of the nomination committee totalled NOK 85 thousand for 2019.

Treasure ASA does not have any employees. The CEO and CFO, who composes the management of Treasure ASA, are employed by Wilh.Wilhelmsen Holding ASA (WWH) and are hired on the basis of a Service Level Agreement. See note 7 for further details.

SHARES OWNED OR CONTROLLED BY REPRESENTATIVES OF TREASURE ASA AT 31 DECEMBER 2019

Board of directors	Total	Part of total shares	Part of voting stock
Thomas Wilhelmsen	42 000	0.02%	0.02%
Benedicte Bakke Agerup	585	0.00%	0.00%
Christian Berg
Marianne Lie

Note 2 Remuneration board of directors

EXPENSED AUDIT FEE (EXCLUDING VAT)

Total audit fee expenses	(164)	(189)
Statutory audit	(164)	(189)
NOK thousand	2019	2018

Note 3 Tax

NOK thousand	2019	2018
Allocation of tax expense
Withholding tax	(698)	(653)
Change in deferred tax	214	(208)
Total tax expense	(484)	(861)
Basis for tax computation
Profit before tax	107 027	80 650
22% tax (2018:23%)	(23 546)	(18 549)
Tax effect from
Permanent differences	23 760	18 400
Withholding tax	(698)	(653)
Change in tax rate		(59)
Current year calculated tax	(484)	(861)
Effective tax rate	0.5%	1.1%
Deferred tax asset
Tax losses carried forward	1 505	1 291
Deferred tax asset	1 505	1 291
Deferred tax asset 01.01	1 291	1 499
Change of deferred tax through income statement	214	(208)
Deferred tax asset 31.12	1 505	1 291

Note 4 Investments in subsidiaries

Investments in subsidiaries are recorded at cost. Where a reduction in the value of shares in subsidiaries is considered to be permanent and significant, an impairment to net realisable value is recorded.

Total investments in subsidiaries				4 728 586	4 728 586
Den Norske Amerikalinje AS	Lysaker, Norway	Investment	100%	4 728 586	4 728 586
NOK thousand	Business office country	Nature of business	Voting share/ ownership share	2019 Book value	2018 Book value

The company's subsidiary at 31 December 2019 is set out above.

held by the company. The country of incorporation or registration is also their prinsipal place of business.

The share capital consist solely of ordinary shares that are held directly by the company, and the propotion of ownership interest held equals the voting rights

Note 5 Equity

NOK thousand		Share capital	Retained earnings	Total
Equity 31.12.2019	21 780	(47)	4 651 119	4 672 852
Proposed dividend			(86 934)	(86 934)
Profit for the year			106 543	106 543
Liquidation of own shares	(220)	220
Purchase of own shares		(122)	(16 041)	(16 163)
Equity 31.12.2018	22 000	(145)	4 646 891	4 668 746
Current year's change in equity
NOK thousand	Share capital	Own shares	Retained earnings	Total

2018 change in equity

Equity 31.12.2017	22 000		4 650 531	4 672 531
Purchase of own shares		(145)	(17 429)	(17 574)
Profit for the year			79 789	79 789
Proposed dividend			(66 000)	(66 000)
Equity 31.12.2018	22 000	(145)	4 646 891	4 668 746

At 31 December 2018, Treasure ASA had own shares of 1.450.000 shares. During 2019 the company acquired another 1.215.000 shares. 2 200 000 of the own shares were liquidated in 2019 and Treasure ASA had 465.000 own shares at 31 December 2019. The total purchase price of these shares was NOK 6.3 million.

At 31 December 2019 the company's share capital comprises 217 800 000 shares with a nominal value of NOK 0.10 each.

Dividend

The proposed dividend for the fiscal year 2019 is set to be approved by the AGM 12 March 2020.

Dividend for fiscal year 2018 was NOK 0.30 per share paid in May 2019.

The largest shareholders at 31 December 2019

Total number of shares	217 800 000	100.00%
Other	15 698 966	7.21%
Sniptind Invest AS	497 336	0.23%
J.P. Morgan Bank Luxembourg S.A.	572 831	0.26%
UBS Switzerland AG	605 746	0.28%
Verdipapirfondet Nordea Norge Plus	679 388	0.31%
Storebrand Norge i verdipapirfond	722 786	0.33%
SEB Prime solutions Carn Long Shor	724 890	0.33%
Kvaal Invest AS	739 057	0.34%
Citibank, N.A.	742 764	0.34%
Nordnet Bank AS	827 551	0.38%
Danske Invest Norge II	859 811	0.39%
Tallyman AS	1 109 095	0.51%
VPF Nordea Avkastning	1 219 364	0.56%
UBS AG	1 300 865	0.60%
Verdipapirfondet SR-Utbytte	1 529 220	0.70%
Verdipapirfondet Nordea Kapital	1 858 119	0.85%
Danske Invest Norske Aksjer Inst	2 235 904	1.03%
Danske Invest Norske Instit. II.	5 175 584	2.38%
Folketrygdfondet	7 578 031	3.48%
VPF Nordea Norge Verdi	13 122 692	6.03%
Wilh. Wilhelmsen Holding ASA	160 000 000	73.46%
Shareholders	of shares	total shares
	Total number	% of

Foreign ownership

At 31. December 2019 - 8 529 685 (3.9%) shares. Corresponding figures at 31. December 2018 - 14 874 367 (6.8%) shares.

Note 6 Financial risk

CREDIT RISK

Off-balance sheet item

The Norwegian Company Act Law § 14-11, section 3 decide that the company under certain conditions will support repayment of debt issued by its former parent company Wallenius Wilhelmsen ASA at the date of the demerger. This joint liability is treated as an off-balance sheet item.

The parent general policy's is that no financial guarantees are provided by the parent company.

Cash and bank deposits

The parent's exposure to credit risk on cash and bank deposits is considered to be very limited as the parent maintain banking relationships with a selection of well-known and good quality banks.

Treasure ASA has during 2019 established a cash pool with the subsidiary Den Norske Amerikalinje AS (NAL). Treasure ASA is the owner of the cash pool. Bank balances in NAL is presented as intercompany receivable/ liability in the parent financial statements.

The companies have payroll tax bank guarantees amounted to NOK 300 thousand at the end of December 2019.

LIQUIDITY RISK

The parent's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to at all times meet its liabilities, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the parent and group's reputation.

Note 7 Related party transaction

Wilh. Wilhelmsen Holding ASA controls 73.46% of the Treasure ASA group. The ultimate owner of the Treasure ASA group is Tallyman AS, which controls above 60% of voting shares of the Wilh. Wilhelmsen Holding ASA group. The ultimate beneficial owners of Tallyman AS is the Wilhelmsen family. Mr Wilhelm Wilhelmsen controls Tallyman AS.

The group had transactions with related parties in the Wilh. Wilhelmsen Holding group during 2019.

Services provided to Treasure ASA are based on Service Level Agreements and include:

• Senior Management (CEO and CFO)
• Accounting, Financial Reporting and Internal Control
• Treasury and tax
• Communication, legal services and office facilities.

Service Level Agreements are priced using a cost plus 5% margin calculation, in accordance with the principles set out in the OECD Transfer Pricing Guidelines and are delivered according to agreements that are renewed annually.

NOK thousand Note	2019	2018
OPERATING EXPENSES TO GROUP COMPANIES
WilService AS	5
Wilhelmsen Accounting Services AS	250	273
Wilh. Wilhelmsen Holding ASA	1 721	1 076
Operating expenses to group companies 1	1 975	1 350
DIVIDEND AND GROUP CONTRIBUTION FROM SUBSIDIARIES
Den Norske Amerikalinje AS	108 000	80 000
Dividend and group contribution from subsidiary 1	108 000	80 000
ACCOUNT RECEIVABLES FROM GROUP COMPANIES
Den Norske Amerikalinje AS	28 000
Account receivables to group companies	28 000
ACCOUNT PAYABLES TO GROUP COMPANIES
Wilh. Wilhelmsen Holding ASA		(405)
Account payables to group companies	0	(405)
CASH POOL Den Norske Amerikalinje AS	(29 339)
Cash pool	(29 339)

Note 8 Events after the balance sheet date

No material events occurred between the balance sheet date and the date when the accounts were presented which provide new information about conditions prevailing on the balance sheet date.

PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo T: 02316, org. no.: 987 009 713 MVA, www.pwc.no Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap

Independent Auditor's Report - Treasure ASA
generally accepted in Norway, including 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 laws, regulations, and auditing standards and practices generally accepted in Norway, including 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 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 or 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 or 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 fair presentation.
• obtain sufficient appropriate audit evidence regarding the financial information of the entities or 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.
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.
(3)

Responsibility statement

We confirm, to the best of our knowledge, that the financial statements for the period from 1 January to 31 December 2019 have been prepared in accordance with current applicable accounting standards, and give a true and fair view of the assets, liabilities, financial position and profit for the entity and the group taken as a whole.

We also confirm that the board of directors' report includes a true and fair review of the development and performance of the business and the position of the entity and the group, together with a description of the principal risks and uncertainties facing the entity and the group.

Lysaker, 10 February 2020 The board of directors of Treasure ASA

Thomas Wilhelmsen chair

Marianne Lie

Benedicte Bakke Agerup

Christian Berg Magnus Sande CEO

Corporate governance

The board's corporate governance report for 2019

Corporate governance comply or explain overview
Section	Topic	Deviations	Reference in this report
1.	Implementation and reporting on corporate governance	None	On page 31
2.	Business	None	On page 31
3.	Equity and dividends	None	On page 31
4.	Equal treatment of shareholders and transactions with close associates	None	On page 31
5.	Freely negotiable shares	None	On page 32
6.	General meetings	The board chair opens and directs the general meeting	On page 32
7.	Nomination committee	None	On page 32
8.	Board of directors: composition and independence	The board elect its own chair	On page 33
9.	The work of the board of directors	The full board acts as the audit committee and remuneration committee	On page 33
10.	Risk management and internal control	None	On page 33
11.	Remuneration of the board of directors	None	On page 33
12.	Remuneration of executive personnel	None	On page 33
13.	Information and communication	None	On page 34
14.	Take-overs	No separate policy developed, but guiding principles described.	On page 34
15.	Auditor	None	On page 34

Reducing risk and creating value over time

This report is, amongst others, based on the requirements covered in the Norwegian Code of Practice for Corporate Governance.

The board believes sound corporate governance reduces risk and contributes to value creation in the best interest for the company's shareholders and other stakeholders.

The board discussed and approved this report 10 February 2020 – with all board members present - and assessed the company's corporate governance performance to be of a high standard.

The report will be presented to the annual general meeting 12 March 2020.

Thomas Wilhelmsen chair

1. IMPLEMENTATION AND REPORTING ON CORPORATE GOVERNANCE

Treasure ASA is a public limited company organised under Norwegian law. Listed on the Oslo Stock Exchange, the company is subject to Norwegian securities legislation and stock exchange regulations.

This corporate governance report follows the requirements of the Norwegian Accounting Act (§3-3b) and the recommendations of the Norwegian Code of Practice for Corporate Governance ("Code of Practice"). The Code of Practice includes provisions and guidance that in part elaborate on existing legislation and in part cover areas not addressed by legislation. The structure of the report follows the structure of the Code of Practice.

This report is available on www.treasureasa.com.

Treasure ASA's Corporate Governance and this report builds on "comply or explain" principles. Where Treasure ASA does not fully comply with the Code of Practice, the deviations and the selected company solutions are explained.

Deviations from the Code of Practice: None

2. THE BUSINESS

Business activities

Treasure ASA's business activities and the scope of the board's authority are restricted to the business specified in its Articles of Association.

The group's fundamental objective is to generate strong total shareholder return from investments within the maritime and logistics industries, by growing the market value of its shares, through dividend or other distributions to shareholders.

Whereas the primary focus is on managing the shareholding in Hyundai Glovis, the financial capability of the group are strong. The board and management will continue to enhance the relationship with the Hyundai Group and other stakeholders as well as identify other attractive investment opportunities to balance the asset base further.

Strategy and risk

The board has a strategy session on an annual basis, including a review of the ownership strategy for its main investments and an evaluation of the overall risk profile. A summary of the strategic direction and a risk review is included in the directors' report for 2019.

Stakeholder interests

Treasure ASA is in regular dialogue with key stakeholders who engage with issues relating to the maritime industry and corporate activities. With a majority shareholder, Treasure ASA's various stakeholder interests are included in Wilh. Wilhelmsen Holding ASA's sustainability report. The report is available on wilhelmsen.com.

Sustainable business model

A responsible business model must be sustainable. With a majority shareholder, Treasure ASA's sustainability targets and achievements are included in Wilh. Wilhelmsen Holding ASA's sustainability report, based on the requirements stated by the GRI Sustainability Reporting Standards and the ten principles of the UN Global Compact. The report is available on wilhelmsen.com.

Deviations from the Code of Practice: None

3. EQUITY AND DIVIDEND Capital structure

The parent company has a suitable level of equity considering its objectives, strategy and risk profile. The company has no interestbearing debt.

Dividends and share buy-backs

The company has historically distributed excess liquidity, mainly originating from the dividends received on the shares held in Hyundai Glovis Co. Ltd., to the shareholders as a combination of cash dividends and share buy-backs. The board is proposing to the annual shareholder meeting scheduled for 12 March 2020 a cash dividend of NOK 0,40 per share.

Share capital increase and share buy-backs At the 2019 annual general meeting, the board proposed and was granted an authorization to issue new shares of up to 10% of current share capital. The annual general meeting also authorized the buy-back of own shares of up to 10% of current share capital. Both authorizations are valid until the 2020 annual general meeting and the board proposes to renew both authorizations.

Deviations from the Code of Practice: None

4. EQUAL TREATMENT OF SHAREHOLDERS AND TRANSACTIONS WITH CLOSE ASSOCIATES

Transactions in own shares

Any transactions Treasure ASA carries out in its own shares are performed in such a way

The board's corporate governance report for 2019

to secure equal treatment of all shareholders. The main part of the share buy-back transactions in 2019 was executed by means of a reverse book-building, providing investors with transparent disclosures and a prolonged timeframe to cater for the prevailing low daily trading volume in the shares.

Transactions with close associates

Any transactions taking place between a principal shareholder or close associates and the company will be conducted on arm's length terms. A similar principle will be used for transactions between companies within the group. In the event of material transactions, the company will seek independent valuation. Relevant transactions will be publicly disclosed to seek transparency. Pursuant to the instructions issued by and for the board, directors are required to inform the board if they have interests and/or relations, directly or indirectly, with Treasure ASA or the majority shareholder (including subsidiaries).

Deviations from the Code of Practice: None

5. FREELY NEGOTIABLE SHARES

The shares with the ticker "TRE" are listed on the Oslo Stock Exchange and are freely negotiable. There are no restrictions on negotiability in the company's Articles of Associations.

Deviations from the Code of Practice: None

6. GENERAL MEETINGS

Matters to be dealt with and decided by the annual general meeting and procedures related to general meetings are outlined in Treasure ASA's Articles of Association. The general meeting is normally held in March or April each year, unless extraordinary general meetings are required.

Shareholders with Norwegian VPS accounts or known addresses are notified electronically through the Norwegian VPS System no later than 21 days prior to a general meeting.

Proposed resolutions and relevant supporting documents, including the annual report, are published on treasureasa.com no later than 21 days prior to the general meeting. Hard copies of the material are available to shareholders upon request.

Shareholders may attend the general meeting in person, nominate a proxy, or vote in advance. The vote may be through electronic communication. The attendance form, proxy nomination, or advance vote must be received by the company's registrar no later than two working days before the meeting takes place. As a rule, shareholders may vote on each individual matter, including individual candidates nominated for election.

The board chair, auditor and representatives from the company are present at the general meeting, which is organised in a way that facilitates dialogue between shareholders and representatives from the company. The board chair opens and directs the general meeting, as described in the Articles of Association.

The minutes from the general meetings are published on the Oslo Stock Exchange news service and are available on treasureasa.com immediately after the meeting.

Deviations from the Code of Practice: The board chair opens and directs the general meeting

7. NOMINATION COMMITTEE

The general meeting appoints the nomination committee and has approved guidelines for the committee's work. The committee nominates candidates to the board and proposes board members' remuneration.

As part of its nomination process, the committee will have contact with major shareholders, the board and the company's executives to ensure the process takes the board's and company's needs into consideration. The nomination committee provides its recommendation to the annual general meeting in form of a report, which among other include justification of individual candidates.

The nomination committee currently consists of Wilhelm Wilhelmsen (chair), Gunnar Frederik Selvaag and Jan Gunnar Hartvig. The committee members are up for election at the annual general meeting in 2020.

Wilhelm Wilhelmsen is related to the board chair. The other nomination committee members are independent of the board and executive management.

Deviations from the Code of Practice: None

8. BOARD OF DIRECTORS: COMPOSITION AND INDEPENDENCE

The board comprises four directors and chooses its own chair. During 2019, the board consisted of the following members:

Board member	Elected	Period	Elected to
Thomas Wilhelmsen	April 18	3 years	2021
Marianne Lie	April 18	3 years	2021
Christian Berg	April 18	2 years	2020
Benedicte Bakke Agerup	April 18	2 years	2020

Two of the directors are independent of the majority owner and the executive management. The board does not include executive personnel. The CEO and/or CFO are present at board meetings depending on agenda and issues to be discussed.

Deviations from the Code of Practice: The board chooses its own chair

9. THE WORK OF THE BOARD OF DIRECTORS

The board has issued instructions for its own work. The instruction reflects the role, responsibilities, and work procedures of the board as laid down in the Norwegian Public Companies Act. This includes procedures for how to handle any situations where a board member has a personal or financial interest related to a board matter.

During 2019, the board held four meetings.

The board evaluates its performance and expertise on an annual basis. A summary of the evaluation is provided as input to the nomination committee.

According to the Articles of association, the board serves as the company's audit committee. As the board consists of four members, this is regarded the most effective solution, and for the same reason, the board has not deemed it desirable to have separate remuneration or other committees to follow up on specific issues.

Executive Management

The management team consists of the CEO and CFO. The duties, responsibilities and authority of the CEO follows instructions made by the board and the Norwegian Public Companies Act. Management is based on

the majority shareholder's group policy and governance principles.

Deviations from the Code of Practice: The full board serve as audit committee.

10. RISK MANAGEMENT AND INTERNAL CONTROL

The board believes that the company's internal control and risk management are sound and appropriate given the extent and nature of the company's activities. The system contributes to sound control characterised by integrity and ethical attitudes throughout the organisation. It is based on the majority shareholder's governing elements including code of conduct, business standards, whistleblowing system and relevant policies and procedures.

Reference is made to the majority shareholder's disclosures in its annual report.

The board reviews the company's risk matrix regularly and internal control arrangements at least annually.

Financial reporting is covered by the company's policies and statements are prepared monthly. Treasure ASA reports to the financial market on a semi-annual basis. The board performs internal financial audit review prior to the release of semi-annual results, and when otherwise required.

Deviations from the Code of Practice: None

11. REMUNERATION OF THE BOARD OF DIRECTORS

Remuneration of directors is determined by the annual general meeting and is not dependent upon the company's results. The fee reflects the responsibilities of the board, its expertise, the amount of time devoted to its work and the complexity of the company's businesses. No director holds share options in the company.

In 2019, none of the directors performed assignments for the company other than serving on the board of the company.

Remuneration of directors are described in note 1 to the group accounts and note 2 to the parent company accounts.

Deviations from the Code of Practice: None

12. REMUNERATION OF EXECUTIVE PERSONNEL

The group has no employees. Management

functions (CEO and CFO) are covered via an extensive and detailed Service Level Agreement with Wilh. Wilhelmsen Holding ASA.

Deviations from the Code of Practice: None

13. INFORMATION AND COMMUNICATION

Transparency, accountability and timeliness guides the group's communication activities. The company follow the guidelines set out by the Oslo Stock Exchange.

The market will be informed about the company's activities and financial reports through stock exchange notices, annual and interim reports, press releases and on treasureasa.com.

In addition, an update is presented to the financial markets and stakeholders as part of the majority shareholder's quarterly presentations and capital markets day (if applicable).

Deviations from the Code of Practice: None

14. TAKE-OVERS

The Articles of Association entail no provisions related to potential take-over bids and the board has not established a separate policy covering the topic. The board will handle any take-over bids in accordance with Norwegian Law and relevant regulation, but has a responsibility to ensure that, in the event of a take-over bid, business activities are not disrupted unnecessarily. The board also has a responsibility to ensure that shareholders have adequate information and time to assess any such bid. Should a

takeover situation arise, the board would undertake an evaluation of the proposed bid terms and provide a recommendation to the shareholders as to whether to accept the proposal or not. The recommendation statement would clearly state whether the Board of Directors' evaluation is unanimous and the reasons for any dissent.

Deviations from the Code of Practice: No separate policy developed, but guiding principles described above.

15. AUDITOR

The auditor for Treasure ASA is PricewaterhouseCoopers AS.

The key features of the external audit plan are reviewed by the board on an annual basis, with the auditor being present if deemed required. The board has a yearly meeting with the auditor without the presence of management.

The auditor is also invited to attend the meeting where the board deal with the annual accounts (preliminary and/or final annual accounts), and at other occasions where the board so request. As a general principle, the use of the auditor for services other than audit shall be limited.

The fee to external auditors, broken down by statutory work, other assurance services, tax services, and other assistance, is specified in note 1 to the Treasure ASA group accounts and note 2 to the parent company accounts.

Deviations from the Code of Practice: None

Corporate governance Group

Treasure ASA Annual Report 2019 35

Corporate structure

As of 31 December 2019

Unless otherwise stated, the company is wholly-owned

www.treasureasa.com

Treasure ASA P O Box 33 NO-1324 Lysaker, NORWAY Tel: +47 67 58 40 00

Org no 916 803 222 MVA