Wilh. Wilhelmsen ASA

Wilh. Wilhelmsen Holding ASA Enable. Enhance. Simplify. Annual report 2023 Key figures – consolidated accounts 2023 2022 2021 2020 2019 INCOME STATEMENT Total income USD mill 1 029 958 874 812 850 Operating profit before amortisation and impairment (EBITDA) USD mill 147 153 141 138 149 Operating profit USD mill 88 83 73 60 78 Profit before tax USD mill 515 440 66 205 144 Net profit USD mill 487 427 53 178 130 Net profit after non-controlling interests USD mill 466 400 72 117 114 BALANCE SHEET Non current assets USD mill 3 294 2 981 2 702 2 736 2 638 Current assets USD mill 811 730 746 751 655 Equity USD mill 2 857 2 438 2 230 2 265 2 082 Interest-bearing debt USD mill 608 654 642 657 675 Total assets USD mill 4 105 3 711 3 448 3 488 3 293 KEY FINANCIAL FIGURES Cash flow from operation (1) USD mill 194 64 122 194 98 Liquid funds at 31 December (2) USD mill 349 267 366 393 255 Liquidy ratio (3) 1.3 1.1 0.9 1.3 1.2 Equity ratio (4) % 70% 66% 65% 65% 63% YIELD Return on equity (5) % 19% 19% 4% 6% 6% KEY FIGURES PER SHARE Earnings per share (6) USD 10.52 8.98 1.63 2.63 2.46 Operating profit before amortisation and impairment (EBITDA) per share (7) USD 3.33 3.42 3.16 3.10 3.24 Average number of shares outstanding Thousand 44 283 44 580 44 580 44 580 45 948 Dividend per share paid during the year NOK 10.00 7.00 8.00 2.00 5.00 Definition (1) Net cash flow from operating activities (2) Cash, bank deposits and current financial investments (3) Current assets divided by current liabilities (4) Equity in percent of total assets (5) Profit after tax divided by average equity (6) Profit for the period after non-controlling interests (NCI), divided by average number of shares Earnings per share taking into consideration the number of shares reduced for own shares (7) Operating profit for the period adjusted for depreciation and impairments of assets, divided by average number of shares outstanding The investment in Hyundai Glovis has been restated from fair value through income statement to equity method. The comparative figures for 2022 are restated. Net profit (USD mill) Net profit after NCI (USD mill)Operating profit (USD mill)Total income (USD mill) 2023 2022 2021 2020 2019 88 487 466 83 427 400 73 53 72 60 178 117 78 130 114 1 029 958 874 812 850 PAGE 2KEY FIGURES │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 Wilhelmsen in brief – our vision is to shape the maritime industry Founded in Norway in 1861, Wilhelmsen is now a comprehensive global maritime group providing essential products and services to the merchant fleet, along with supplying crew and technical management to the largest and most complex vessels ever to sail. Committed to shaping the maritime industry, we also seek to develop new opportunities and collaborations in renewables, zero-emission shipping, and marine digitalisation. Supporting a diverse and inclusive workplace, with thousands of colleagues across 57 countries, we take innovation, sustainability and unparalleled customer experiences one step further. Maritime Services New Energy Strategic Holdings and Investments Our ambition is to be the leading provider of products and services for the global merchant fleet – driving sustainable transformation of our industry. Our ambition is to drive energy infrastructure transformation and maritime decarbonisation. Our ambition is to achieve capital growth through our global footprint, legacy holdings and leading industrial partnerships. Share of total income: Year 2023 Share of total income: Year 2023 Share of total income: Year 2023 Share of net profit: Year 2023 Share of net profit: Year 2023 Share of net profit: Year 2023 Share of total assets: As per 31.12.2023 Share of total assets: As per 31.12.2023 Share of total assets: As per 31.12.2023 • Wilhelmsen Maritime Services AS • Wilhelmsen Ships Service • Wilhelmsen Port Services • Wilhelmsen Ship Management • Wilhelmsen Chemicals • Wilhelmsen Insurance Services • Global Business Services • Wilhelmsen New Energy AS • NorSea Group (owned 99.0%) • Edda Wind ASA (owned 25.4%) • Reach Subsea ASA (owned 19.2%) • Topeka (owned 100%/50%) • Massterly (owned 50%) • RaaLabs (owned 75.1%) • Nordlys Studio (owned 45%) • Loke Marine Minerals (owned 15%) • Wallenius Wilhelmsen ASA (owned 37.9%) • Treasure ASA (owned 78.7%) – Hyundai Glovis (owned 11.0% by Treasure ASA) • WilNor Governmental Services • Financial investments • Holding activities Our strategic ESG topics Strategic topics Strategic ambition Climate change and decarbonisation Shape the maritime industry’s transition towards net zero emissions and capitalize on new growth arenas. Health and safety Have an engaging and safe workplace with no harm to people. Equality, diversity and inclusion Have a culture where each employee is valued for their contribution. Supply chain management Work with responsible supply chain partners. Compliance Be a responsible, trusted and compliant value chain partner. Direct or indirect ownership in brackets when not fully owned. 71% 23% 21% 57% 2% 28% 96% 3%9% PAGE 3KEY FIGURES │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 Content Group CEO’s statement Turmoil and strong markets Page 7 Directors’ report Main development and strategic direction Page 11 Financial results Page 13 Maritime Services Page 14 New Energy Page 15 Strategic Holdings and Investments Page 16 Risk review Page 17 Health, safety and working environment Page 19 Organisation and people development Page 19 Human rights Page 20 Environment Page 20 Corporate governance Page 21 Sustainability Page 21 Directors and Officers Liability Insurance Page 21 Allocation of profit, dividend and share buy back Page 22 Outlook Page 22 Accounts and notes – parent company Wilh. Wilhelmsen Holding ASA parent company Page 75 Income statement Page 75 Comprehensive income Page 75 Balance sheet Page 76 Cash flow statement Page 77 Equity Page 78 Notes Page 79 Auditor’s report Page 96 Responsibility statement Page 101 Corporate structure Wilh. Wilhelmsen Holding group main structure Page 104 Strategic Holdings and Investments segment Page 105 Maritime Services segment Page 106 New Energy segment Page 114 Accounts and notes – group Wilh. Wilhelmsen Holding ASA group Page 25 Income statement Page 25 Comprehensive income Page 25 Balance sheet Page 26 Cash flow statement Page 27 Equity Page 28 General accounting principle Page 29 Notes Page 30 Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 4Key figures │ CONTENT │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure Group CEO’s statement Turmoil and strong markets Page 7 Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 5Key figures │ Content │ GROUP CEO’S STATEMENT │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure Long term value creation Wilhelmsen’s consistent growth and success demonstrate a commitment to long-term value creation for the group. With hard work, agility and strategic investments resulting in steady growth and profitability, the group has over time been able to weather economic and geo-political turbulence. Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 6Key figures │ Content │ GROUP CEO’S STATEMENT │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure Turmoil and strong markets 2023 was yet another year shaped by geopolitical conflicts, macroeconomic challenges, political instabilities, and the escalating environmental crisis. Armed conflicts have taken place one after the other, in new regions across the world, and have had a profound effect on the maritime industry. Regardless of these challenges, the Wilhelmsen group continued its journey to shape the maritime industry. STEADY THROUGH TURMOIL AND RISK An increase in total shareholder return of 37% was achieved in 2023. Despite the economic backdrop, it proved to be a strong year. The Maritime Services segment delivered an increase across all main activities driven by volume growth, acquisitions, and inflationary adjustments. The segment has a workforce of 5,300 employees, 11,300 seafarers and manages around 450 vessels. Each day in 2023, the segment managed more than 540 deliveries of marine consumables and facilitated more than 200 port calls. We will continue to build and strengthen our global maritime network, as well as our position as a trusted partner for our customers both at sea and in port. We also recorded solid results in the New Energy segment and expect favourable tailwinds driven by the need for decarbonisation and energy transition in the years ahead. Coupled with another strong year for our key strategic investment in Wallenius Wilhelmsen, 2023 is likely one of the best years in the history of this group. Hard work and dedication from all colleagues as well as the continued support from our customers and financial stakeholders has contributed to strong results. Thank you! Our performance is also a testament to the overall structure of the group and the investments we have made in recent years. INNOVATION AND TECHNOLOGY Our ability to innovate, change, and adapt has been instrumental for the group to surpass 160 years. I am encouraged by our emerging ventures and startups such as on-demand 3D printing, autonomous and remote operations, emission management, and the re-use of vessel materials. These are good examples of how we deliver on our vision of shaping the maritime industry with new ideas and solutions for our customers. The future is teeming with opportunities. Now in 2024, we launched generative AI to our colleagues worldwide. At the same time, we must stay vigilant, as supply chains and infrastructure increasingly have become chosen targets for both cyber and physical attacks. To harness the exciting opportunities ahead, it will be key to balance investments in new opportunities and to safeguard existing operations. Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 7Key figures │ Content │ GROUP CEO’S STATEMENT │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure TANGIBLE RESULTS AND PUSHING OUR ESG AGENDA In 2023, we were particularly happy with the clear results from our ESG index. The index has 17 ESG related KPIs that we measure across the group, and this was the first year it was published externally for everyone to see. On greenhouse gas emissions, we reduced our scope 1 and 2 emissions by 12% compared to 2022. Furthermore, we sourced 50% of our electricity consumption during the year from renewable sources by installing solar panels or through new purchasing agreements. This required a strong commitment from management and good execution, all while balancing costs and benefits. In relation to our people, I am pleased to see good progress with our gender balance in top management. We achieved 31% women in top management positions and will continue to work towards our target of 40% by 2030. A sharp focus on equality, diversity and inclusion, alongside employee development, has always been at the core of our culture - giving me confidence in our future success. I am also pleased to see the continued focus on health, safety, and wellbeing for our employees and those working on our behalf. Entering 2024, the industry is no doubt facing many risks and uncertainties. At Wilhelmsen we will remain steadfast in providing the highest quality products and services, new innovations, clear ESG actions and targets as well as an attractive workplace. It is our resolve to ensure that Wilhelmsen leads the way in shaping the maritime industry, embracing challenges and opportunities alike. Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 8Key figures │ Content │ GROUP CEO’S STATEMENT │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure Directors’ report Main development and strategic direction Page 11 Financial results Page 13 Maritime Services Page 14 New Energy Page 15 Strategic Holdings and Investments Page 16 Risk review Page 17 Health, safety and working environment Page 19 Organisation and people development Page 19 Human rights Page 20 Environment Page 20 Corporate governance Page 21 Sustainability Page 21 Directors and Officers Liability Insurance Page 21 Allocation of profit, dividend and share buy back Page 22 Outlook Page 22 Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 9 Strategy With a commitment to strategic planning in a constantly cyclical market, Wilhelmsen can anticipate and adapt to market changes, and remain competitive through both challenging and prosperous times. Wilhelmsen’s vision to shape the maritime industry, helps drive innovation and deliver value to customers. Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 10 Wilh. Wilhelmsen Holding ASA Directors’ report for 2023 MAIN DEVELOPMENT AND STRATEGIC DIRECTION The Wilh. Wilhelmsen Holding group (Wilhelmsen or group) is a comprehensive global maritime group. The group’s activities are carried out through fully and partly owned entities, most of which are among the market leaders within their segments. Wilhelmsen’s ambition is to develop companies within maritime services, shipping, logistics, and related infrastructure through active ownership. We also seek to develop new opportunities in renewables, zero-emission shipping, and marine digitalization. Our vision is to shape the maritime industry. In 2023, Wilhelmsen further expanded the global operation through bolt-on acquisitions, organic growth, and new innovative business solutions. Wilhelmsen also delivered solid return to its shareholders, with an increase in operating result and net profit, and a 37% total shareholder return for the year. The main global challenges related to geopolitical tension, climate change, and high inflation and interest rates, escalated in 2023. The renewed conflict in the Middle East and the ongoing Russian war in Ukraine have, in addition to all the direct human suffering, also a direct impact on the maritime industry. In this business environment, the Wilhelmsen operating companies continue to perform and develop, taking necessary efforts to protect the safety of employees and other parties. The board would once again like to thank all employees for their efforts and contributions, ensuring that Wilhelmsen could continue shaping the maritime industry. The Wilhelmsen group is organised around three business segments: • Maritime Services, • New Energy, and • Strategic Holdings and Investments. In 2023, all three business segments continued their positive development. Maritime Services provides essential products and services to the global merchant fleet, focusing on the three business units Ships Service, Port Services, and Ship Management. In 2023, Wilhelmsen further developed its Maritime Services’ offering and footprint through full integration of previous acquisitions across all the three business units, and with a new bolt-on acquisition in Ship Management announced in December. Together with organic growth, this delivered an increase in both total income and EBITDA for the year. New Energy builds on the existing Wilhelmsen infrastructure and competence serving the offshore and maritime industries to create an ecosystem supporting energy transition. In 2023, Wilhelmsen continued to serve the European offshore industry, using the competence and infrastructure to build a platform within renewables and future shipping solutions. Total income and EBITDA for New Energy were stable for the year when adjusting for non-recurring gains. The two main assets of the Strategic Holdings and Investments segment are the shareholding in Wallenius Wilhelmsen ASA and the shareholding in Hyundai Glovis, owned through Treasure ASA. Wallenius Wilhelmsen ASA continued the positive development supported by a strong shipping market, reaching an all-time high net profit. Hyundai Glovis also continued to deliver positive results, but with net profit down for the year. In December, Wilh. Wilhelmsen Holding ASA and Wallenius Lines AB decided to extend the duration of the limited shareholders agreement related to Wallenius Wilhelmsen ASA for three years, until 31 December 2026. The Wilhelmsen group equity base remains strong. In 2023, total equity was up with 17%, to USD 2.9 billion, and the equity ratio based on book values increased to 70% by year end. Highlights for 2023 • Increased operating income and operating profit. • Delivered 37% total shareholder return. • Expanded the Maritime Services network through new bolt-on acquisition. • All time high net profit in Wallenius Wilhelmsen ASA. Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 11 Cash and cash equivalents in group companies totalled USD 224 million by the end of the year, The financing structure is long term and the main loan facilities in Maritime Services and New Energy were both refinanced in 2022 for a period of five years. Wilhelmsen’s goal is to provide shareholders with a high return over time through a combination of rising value for the company’s shares and payment of dividend. Supporting the alignment of the senior executives’ and shareholders’ long- term interests, the main components of the long-term incentive scheme for senior executives are total shareholder return and a positive change in an index of underlying asset values. To further strengthen the alignment with shareholders, senior executives and board members are encouraged to use part of their remuneration to buy shares in the company. The Wilhelmsen share price had a strong development in 2023, outperforming the general equity market and marking five consecutive years with positive shareholder return. In 2023, total weighted return including share price development and paid dividend was 37.1%, based on a total return of 36.7% for the WWI share and a total return of 38.5% for the WWIB share. Wilhelmsen has an objective of consistent yearly dividend paid twice annually. In connection with release of the full year results of 2023, the objective was updated to include a target of an annual dividend yield of 3-5% over time. In 2023, a first dividend of NOK 6.00 per share was paid in May, and a second dividend of NOK 4.00 per share was paid in November. For 2024, the board is proposing a first dividend of NOK 10.00 per share payable in the second quarter, and that the Annual General Meeting authorises the board to distribute additional dividend of up to NOK 8.00 per share. Wilhelmsen also uses share buybacks as one of its financial tools, latest in May 2023. The board believes sound corporate governance is the foundation for profitable growth and a healthy company culture. Good governance contributes to reduced risk and creates value over time for shareholders and other stakeholders. The board is committed to a sustainable strategy which is a vital prerequisite for Wilhelmsen to be a profitable and responsible player in the industry and society. In 2023, ESG regulations, greenhouse gas emissions, human rights, ethics and anti-corruption, health and safety, equality, diversity and inclusion, supply chain management, and green growth and decarbonisation received particular attention. In 2024, Wilhelmsen will continue to develop the group to the benefit of customers, shareholders, employees, and the wider society, building on a more than 160-year history of shaping the maritime industry. Carl E Steen (chair) Ulrika Laurin Morten Borge Trond Westlie Rebekka Glasser Herlofsen The board of Wilh. Wilhelmsen Holding ASA Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 12 FINANCIAL RESULTS The investment in Hyundai Glovis has been reclassified from fair value financial asset through income statement to associate and equity method in financial reporting. The balance per 31.12.2021 and the accounts for 2022 have been restated accordingly. Income statement Total income for Wilhelmsen was USD 1,029 million in 2023, up 7% from 2022. Income was up for Maritime Services but down for New Energy. Group EBITDA came in at USD 147 million for the year, down 3%. EBITDA was up for Maritime Services but down for New Energy. Adjusting for a 2022 sales gain and a step-up gain from acquisition of a joint venture, the EBITDA for New Energy was stable. Share of profit from joint ventures and associates was USD 431 million for the year, up from USD 397 million one year earlier. The improvement was due to a further increase in net profit in Wallenius Wilhelmsen ASA. The change in fair value financial assets was positive with USD 11 million, while other financials were a net expense of USD 15 million. Interest expenses were up for the year, but this was more than offset by the improved contribution from investment management. Tax was included with an expense of USD 27 million, mainly related to Maritime Services. Net profit to equity holders of the company was USD 466 million in 2023, up from USD 400 million in 2022. Other comprehensive income was negative with USD 11 million, resulting in a total comprehensive income to equity holders of the company of USD 457 million for the year. Total assets and equity Total assets were USD 4,105 million by the end of 2023, up 11% for the year. The largest increase was for Strategic Holdings and Investments. Total equity was up 17% for the year, increasing the equity ratio to 70%. Cash flow, liquidity, and debt The group had cash and cash equivalents of USD 224 million by the end 2023, up from USD 163 million by the end of 2022. Cash flow from operating activities was USD 194 million in 2023. This compares with a net EBITDA and tax expense of USD 120 million. Cash flow from investing activities was USD 63 million, lifted by USD 170 million in dividend from joint ventures and associates. Investments in fixed assets was USD 43 million while investments in subsidiaries, joint ventures and associates totalled USD 50 million in 2023. Cash flow from financing activities was negative with USD 196 million in 2023. This mainly included net repayment of debt, dividend payments, share buybacks, and normal financial cost. By the end of 2023, the group had liquid financial assets of USD 435 million. In addition to cash and cash equivalents, this included current financial investments and non-current financial assets reported as financial assets to fair value. USD million 2023 2022 Total income of which operating revenue of which other income 1,029 1,027 1 958 943 15 EBITDA Operating profit/EBIT 147 88 153 83 Share of profit from JVs and associates 431 397 Financial items of wich change in fair value financial assets of wich other financial income/(expenses) (4) 11 (15) (40) (5) (36) Profit before tax/EBT Tax income/(expenses) 515 (27) 440 (13) Profit for the period Profit to equity holders of the company 487 466 427 400 EPS (USD) 10.52 8.98 Other comprehensive income Total comprehensive income Total comp. income equity holder of the company (11) 476 457 (88) 339 326 Total assets and equity (USD million) 31.12.2023 31.12.2022 Maritime Services New Energy Strategic Holdings and Investments Elimination 933 852 2,346 (26) 901 797 2,042 (29) Total assets 4,105 3,711 Shareholders’ equity Total equity 2,702 2,857 2,278 2,438 Equity ratio 70% 66% Cash flow (USD million) 2023 2022 Cash and cash equivalents 1.1 163 231 From operative activities of wich Maritime Services of wich New Energy other operating activities 194 105 55 34 64 31 44 (11) From investing activities of wich dividend from JVs and associates other investing activities 63 170 (107) 6 50 (44) From financing activities of wich dividend and buy back parent of wich net debt repayment (excluding leasing) other financing activities (196) (52) (72) (71) (138) (33) 18 (124) Net cash flow 61 (68) Cash and cash equivalents 31.12 224 163 Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 13 The parent company carries out active financial asset management of part of the group’s liquidity. The current financial investment portfolio includes listed equities and investment grade bonds. The value of the portfolio amounted to USD 124 million at the end of 2023. The group’s investments classified as financial assets to fair value had a combined value of USD 87 million by the end of the year. The largest investment was the 1.4% shareholding in Qube Holdings Limited, valued at USD 55 million. The main group companies fund their investments and operations on a standalone basis, with no recourse to the parent company. The primary funding source is the commercial bank loan market. By end of 2023, the group’s total interest-bearing debt including lease liabilities was USD 608 million. Debt was down for the year due to reduced drawdown on loan facilities in Maritimes Services and Strategic Holdings and Investments. Going concern assumption Pursuant to section 3-3a and section 4-5 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. MARITIME SERVICES This includes Ships Service, Port Services, Ship Management, and other business units and activities reported under the Maritime Services segment. Total income for Maritime Services was USD 732 million in 2023, up 17% from 2022. Income was up for all main business units. EBITDA for the year was USD 105 million, up 12 % from the previous year. The increase was supported by higher income but held back by the higher cost of goods and increased personnel expenses. The Maritime Services’ EBITDA margin was 14% in 2023, down from 15%. Share of profit from associates was USD 7 million, in line with previous year. Financial items for Maritime Services amounted to an expense of USD 19 million, including a USD 12 million loss on currency and financial instruments. Tax was an expense of USD 20 million. Profit to equity holders of the company was USD 42 million in 2023, up from USD 27 million the previous year. Ships Service Wilhelmsen Ships Service offers a portfolio of maritime solutions to the merchant fleet. Total income from Ships Service was USD 467 million in 2023, up 19% from the previous year. Income was lifted by a combination of higher volumes, price increases, and acquisitions. Volume was up for most product categories despite some fallback at the tail end of the year. The price increases mainly reflected higher product and freight costs, which have been gradually passed on to the customer. Acquisition growth included Stromme, a specialised cargo hold cleaning company in the marine industry acquired in September 2022, and Navadan, a tank and cargo hold cleaning company acquired in January 2023. Interest bearing debt (including lease liabilities) (USD million) 31.12.2023 31.12.2022 Maritime Services New Energy Strategic Holdings and Investments Elimination 213 377 33 (15) 227 374 62 (10) Total 608 654 USD million 2023 2022 Total income of which Ships Service of which Port Service of which Ship Management of which other activities/eliminations 732 467 153 87 26 628 394 136 68 29 EBITDA EBITDA margin (%) 105 14% 94 15% Operating profit/EBIT EBIT margin (%) 77 11% 57 9% Share of profit/(loss) from JVs and associates Financial items Tax income/(expence) 7 (19) (20) 7 (20) (16) Profit/(loss) Profit margin (%) 45 6% 28 4% Non controlling interests Profit/(loss) to equity holders of the company 2 42 1 27 Maritime Services • Wilhelmsen Maritime Services AS • Wilhelmsen Ships Service • Wilhelmsen Port Services • Wilhelmsen Ship Management • Wilhelmsen Chemicals • Wilhelmsen Insurance Services • Global Business Services Liquid assets (USD million) 31.12.2023 31.12.2022 Cash and cash equivalents of wich Maritime Services of wich New Energy of wich Strategic Holdings and Investments Current financial investments Financial assets to fair value of wich New Energy of wich Strategic Holdings and Investments 224 144 21 59 124 87 5 82 163 131 8 24 104 75 4 71 Total 435 342 Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 14 Port Services Wilhelmsen Port Services provides full agency, husbandry, and protective agency services to the merchant fleet. Total income from Port Services was 153 million in 2023, up 13%. The increase was mainly due to the acquisition of Vopak Agencies, completed in December 2022. Vopak Agencies is a leading provider of hub services and port agency within the tanker segments in Europe. A higher number of appointments (port calls) also had a positive impact. Income per appointment was down, but with some improvement during the fourth quarter. Ship Management Wilhelmsen Ship Management provides full technical management, crewing, and related services for all major vessel types. Total income for Ship Management was USD 87 million in 2023, up 26% from 2022. income was lifted by a higher number of vessels under full technical management and an increase in crew management. In December, Wilhelmsen and MPC Capital agreed to acquire 100% of the company Zeaborn Ship Management. Zeaborn manages a fleet of around 100 vessels. The closing of the transaction is expected for the first quarter of 2024 and is subject to approval by the competent antitrust authorities. Zeaborn will be integrated into the joint technical management activities of Wilhelmsen and MPC Capital. Other business units and activities This includes Wilhelmsen Chemicals, Wilhelmsen Insurance Services, Global Business Services, and certain other activities reported under the Maritime Services segment. Income from other business units and activities (including eliminations) was USD 26 million in 2023. Income was up for both Wilhelmsen Chemicals and Wilhelmsen Insurance Services. Income is partly generated from inter-company services and product sales to other Maritime Services entities which is eliminated in the segment accounts. NEW ENERGY This includes NorSea, Edda Wind ASA, and other business units and activities reported under the New Energy segment. Total income for New Energy was USD 291 million in 2023. This was down 13% from 2022, mainly due to the wind down of NorSea Wind. EBITDA came in at USD 51 million, down 32%. The 2022 EBITDA was lifted by a combined USD 23 million step-up gain and sales gain in NorSea. Adjusting for these gains, EBITDA was in line with the previous year. The EBITDA margin was 17% for the year. Share of profit from associates was USD 10 million, up from USD 8 million. Financial items were an expense of USD 18 million, and tax was an expense of USD 2 million. Profit to equity holders of the company was USD 12 million for the year, down from USD 31 million in 2022. NorSea Group AS NorSea provides supply bases and integrated logistics solutions to the offshore industry. Wilhelmsen owns 99.0% of NorSea. Total income for NorSea was USD 283 million in 2023. This was down 3% from 2022, which included USD 23 million in step-up gain and sales gain. When adjusting for these gains, total income was up 5%. Income was lifted by a new material offshore contract in the Danish sector which became operational during the third quarter of 2022. Income from property activities was also up. Income in local currency from the Norwegian logistics operations was stable, while income measured in USD was down due to a weaker NOK versus USD. Share of profit from joint ventures and associates in NorSea was USD 5 million. Edda Wind ASA Edda Wind ASA provides services to the global offshore wind industry and is listed on Oslo Børs. Wilhelmsen owns 25.4% of the company, which is reported as associate in Wilhelmsen’s accounts. Share of profit from Edda Wind ASA was included with USD 1 million in 2023. In March, Edda Wind ASA announced contracts for four commissioning service operation vessels (CSOV) newbuilds and a private equity placement. Wilhelmsen participated in the equity placement with NOK 300 million (USD 29 million). New Energy • Wilhelmsen New Energy AS • NorSea Group (owned 99.0%) • Edda Wind ASA (owned 25.4%) • Reach Subsea ASA (owned 19.2%) • Topeka (owned 100%/50%) • Massterly (owned 50%) • RaaLabs (owned 75.1%) • Nordlys Studio (owned 45%) • Loke Marine Minerals (owned 15%) USD million 2023 2022 Total income of which NorSea (Energy Infrastructure) of which other activities/eliminations 291 283 7 333 292 41 EBITDA EBITDA margin (%) 51 17% 75 22% Operating profit/EBIT EBIT margin (%) 23 8% 46 14% Share of profit from JVs and associates of which NorSea (Energy Infrastructure) of which other activities/eliminations Financial items Tax income/(expence) 10 5 5 (18) (2) 8 7 1 (14) (2) Profit Profit margin (%) 12 4% 38 11% Non controlling interests Profit/(loss) to equity holders of the company 1 12 7 31 Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 15 The book value of the 25.4% shareholding in Edda Wind ASA was USD 84 million at the end of year, up from USD 53 million one year earlier. Other business units and activities This includes Reach Subsea ASA (owned 19.2%), Raa Labs AS (owned 75.1%), Massterly AS (owned 50%), and certain other activities reported under the New Energy segment. Total income from other New Energy activities was USD 7 million in 2023, down from USD 41 million. The reduction was due to NorSea Wind, which lost the tender for renewal of its main contract at the tail end of 2022. The company ceased operation during the first half of 2023. Share of profit from other activities was included with USD 4 million for the year. In February, Wilhelmsen participated in a private equity placement in Reach Subsea with USD 2 million. The book value of Wilhelmsen’s 19.2% shareholding in Reach Subsea ASA was USD 23 million at the end of the year. Wilhelmsen also has an option to subscribe for additional shares in Reach Subsea ASA in accordance with a three-year warrant issued in the first quarter of 2022. STRATEGIC HOLDINGS AND INVESTMENTS This includes the strategic holdings in Wallenius Wilhelmsen ASA and Treasure ASA, other financial and non-financial investments, and other business units and activities reported under the Strategic Holdings and Investments segment. Total income for the Strategic Holdings and Investments segment was USD 15 million in 2023, while EBITDA came in at a loss of USD 7 million. Adjusting for a 2022 fraud case, both total income and EBITDA were in line with the previous year. Share of profit from associates was a gain of USD 414 million, up 8%, mainly related to the 37.9% ownership in Wallenius Wilhelmsen ASA and the 11.0% shareholding in Hyundai Glovis. Change in fair value financial assets was a gain of USD 7 million, while other financial items were a net income of USD 64 million. This included USD 41 million in dividend and other contribution from group companies which is eliminated in the group results. Tax was an expense of USD 5 million. Profit to equity holders of the company was USD 449 million for the year, compared with a profit of USD 342 million in 2022. Wallenius Wilhelmsen ASA Wallenius Wilhelmsen ASA is a market leader in RoRo shipping and vehicle logistics and is listed on Oslo Børs. Wilhelmsen owns 37.9% of the company, which is reported as associate in Wilhelmsen’s accounts. Wallenius Wilhelmsen ASA had total revenue of USD 5,149 million in 2023, an increase of 2%. Shipping revenue was down due to lower fuel surcharges while revenue from logistics and government services were up. EBITDA ended at USD 1,807 million, up 17%. Wilhelmsen’s share of profit from Wallenius Wilhelmsen ASA was USD 324 million in 2023, up from USD 281 million in 2022. The Wallenius Wilhelmsen ASA share price was down 8.3% in 2023, closing at NOK 89.00. As of 31 December 2023, the market value of Wilhelmsen’s investment was USD 1,402 million, while the book value of the shareholding was USD 1,337 million. In 2023, Wallenius Wilhelmsen ASA paid total dividend of USD 0.85 per share. Total cash proceeds to Wilhelmsen were USD 136 million. In December, Wilh. Wilhelmsen Holding ASA and Wallenius Lines AB decided to extend the duration of the limited shareholders agreement related to Wallenius Wilhelmsen ASA for three years, until 31 December 2026. The agreement shall automatically renew thereafter for successive periods of three years, unless and until terminated by a party on no less than six months’ written notice given before the relevant end date. Treasure ASA Treasure ASA holds a 11.0% ownership interest in Hyundai Glovis and is listed on Oslo Børs. Wilhelmsen owns 78.7% of Treasure ASA. The investment in Hyundai Glovis has been reclassified from fair value financial asset through income statement to associate USD million 01.01– 31.12.23 01.01– 31.12.22 Total income of which operating revenue of which other gain/(loss) 15 16 (0) 10 17 (7) EBITDA Operating profit/EBIT (7) (12) (16) (20) Share of profit from JVs and associates of which Wallenius Wilhelmsen ASA of which Hyundai Glovis of which other/eliminations 414 324 89 0 382 281 102 0 Change in fair value financial assets Other financial income/(expenses) of which investment management of which financial income from group companies of which other financial income/(expence) 7 64 15 41 7 (6) 0 (3) 0 (10) Tax income/(expence) (5) 4 Profit 468 361 Non controlling interests Profit/(loss) to equity holders of the company 18 449 19 342 Strategic Holdings and Investments • Wallenius Wilhelmsen ASA (owned 37.9%) • Treasure ASA (owned 78.7%) – Hyundai Glovis (owned 11.0% by Treasure ASA) • WilNor Governmental Services • Financial investments • Holding activities Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 16 and equity method in financial reporting. Further information is provided in note 21 to the 2023 group accounts. Share of profit from Hyundai Glovis was included with USD 89 million in 2023, down from USD 102 million in 2022. The book value of the 11.0% shareholding in Hyundai Glovis was USD 675 million at the end of the year. In 2023, Treasure ASA continued to buy back and thereafter liquidate own shares. On 17 February, Treasure ASA announced buybacks of 517,771 own shares. On 24 May, Treasure ASA completed the liquidation of 2,594,566 own shares bought in 2022. Finally, on 6 December Treasure ASA completed the liquidation of the shares bought in 2023. Through these transactions, the number of issued shares was reduced from 207,835,000 to 204,722,663. On 7 June, Wilhelmsen announced a voluntary offer to acquire all outstanding shares in Treasure ASA that were not already owned by Wilhelmsen. A total of 1,066,705 shares were acquired. Following completion of the share transactions, Wilhelmsen owns 161,066,705 shares, representing 78.7% of the total registered share capital and voting rights in the Treasure ASA. The Treasure ASA share price was up 20.2% for the year, closing at NOK 21.10. As of 31 December 2023, the market value of Wilhelmsen’s shareholding in Treasure ASA was USD 334 million. In 2023, Treasure ASA paid total dividend of NOK 1.00 per share. Total cash proceeds to Wilhelmsen were USD 16 million. Financial investments Financial investments include cash and cash equivalents, current financial investments and other financial assets held by the parent and fully owned subsidiaries. Net income from investment management was USD 15 million in 2023. The value of the current financial investment portfolio held by the parent company was USD 124 million by the end of the year, up from USD 104 million one year earlier. The portfolio primarily included listed equities and investment-grade bonds. Change in fair value of non-current financial assets was a gain of USD 7 million in 2023. The value of the assets was USD 82 million at the end of the year. The largest investment was the 25 million shares held in Qube Holdings Limited with a market value of USD 55 million. Other business units and activities This includes WilNor Governmental Services (owned 51% directly and 49% through NorSea), Wilservice AS, holding company activities, and certain other activities reported under the Strategic Holdings and Investments segment. Operating revenue for holding company activities was USD 16 million for the year, in line with the previous year. Except for WilNor Governmental Services, most income is related to intra group services. RISK REVIEW The Wilhelmsen group consists of a diversified portfolio of operating companies, and strategic holdings and investments. Most activities are within or related to the maritime industry, where Wilhelmsen has extensive competence and a long experience in managing risks. Risk management The group is committed to managing risks in a sound manner related to its businesses and operations. To accomplish this, the governing concept of conscious strategy and controllable procedures for risk mitigation ultimately provides a positive impact on profitability. Governing boards, management, and employees will monitor the environment in which the companies operate, and implement measures to mitigate risks, prepare to act upon unusual observations, threats or incidents, and respond to risks to mitigate consequences. The group has put in place a risk monitoring process based on identification of risks for each business unit, and with a group risk matrix presented to the board on a quarterly basis for review and necessary actions. Main risks An overview of main risks and mitigation efforts defined in the group risk matrix are outlined in the table below. Compared with the risk picture seen one year ago, geopolitical risk has increased while financial risk related to the group’s dividend capacity has been reduced. The group’s exposure to, and mitigation of, certain financial risk is further described in note 18 to the 2023 group accounts. Risk type Entity Risk Mitigation action Macro All Geopolitical issues Balanced and liquid portfolio. Macro All Global economic outlook Balanced and liquid portfolio. Financial Parent Dividend capacity Conservative risk, cash flow focus, and parent net debt free. Financial Group External financing Conservative risk, balanced portfolio, alternative funding sources. Governance Group Cyber security Strong security governance system and mandatory cyber security essentials training. Governance Group Energy transition Pro‐active approach, innovation, and business development. Governance Group Competence and culture Invest in competence and skills and be an attractive employer. Group risk matrix Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 17 Products Wilhelmsen’s products have been industry-tested over decades. With trusted brands in the maritime industry, and investment in research & development to meet evolving customer needs, the innovative product portfolio is known for consistent and dependable performance. Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 18 HEALTH, SAFETY AND WORKING ENVIRONMENT Working environment and occupational health The company conducts its business with respect for human rights and labour standards, including conventions and guidelines related to the prevention of child or forced labour, minimum wage and salary, working conditions and freedom of association. Employees and external stakeholders are encouraged to report on non-compliant behaviour through the group’s global whistleblowing system and make information requests through the human rights email channel. Exposure hours In 2023, there were around 46.9 million exposure hours (work hours) in the group. Vessel based operations accounted for 80% of total exposure hours and onshore operations accounted for 20%. Sickness absence and occupational disease In 2023, the group’s variety of ongoing initiatives to maintain employee wellbeing and a healthy and safe work environment focused on mental health, working conditions, employee assistance programs, safe social activities, and opportunities for personal development. The sickness absence rate was 2.46% for onshore operations and 0.02% on vessels, in line with the previous year. There were six onshore occupational disease cases recorded in 2023. Turnover The turnover rate for employees was 13% in 2023, in line with previous years. The turnover rate varies between entities. Lost time injuries and total recordable cases Regrettably, there was one seafarer work-related fatality during year. An incident occurred during a gangway operation involving an able-bodied seafarer. Despite the immediate response and emergency measures taken, the seafarer did not survive the injuries sustained. The initial actions were to evaluate the overall usage of personal protective equipment (PPE) and review actions for more focus of correct usage of PPE by ship and shore personnel when visiting vessel. An investigation is ongoing. The lost-time injury frequency (LTIF) rate for seafarers was 0.35, within the target not to exceed 0.40. The total recordable case frequency (TRCF) rate was 2.27, within the target not to exceed 2.80. The targets will remain the same for 2024. During the year, campaigns for seafarers were focused on loss prevention and going back to basics in all safety related matters. Safety KPIs were emphasized, and awareness raised throughout the year as new vessels entered into management resulting in new seafarers joining the fleet. ESG focus was also emphasized with new topics being introduced gradually onboard. For onshore operations, campaigns focused on safety risks and mental and physical health and wellness. The LTIF rate onshore was 0.40 in 2023, within target not to exceed 0.40. The TRCF rate result of 0.66 was within the target not to exceed 1.00. The targets will remain the same for 2024. All reported incidents were investigated to avoid similar incidents in the future, improve necessary training, and awareness measures. ORGANISATION AND PEOPLE DEVELOPMENT Workforce The group’s head office is in Norway, and the group has 241 offices in 57 countries within its controlled structure. The group employed 11,340 seafarers and 5,316 land-based employees at the end of 2023. Equality, diversity and inclusion (EDI) Wilhelmsen has a clear policy stating that employees have the right to equal opportunities. Harassment and discrimination based on race, gender or similar grounds, or other behaviour that may be perceived as threatening or degrading, is not acceptable. Females represent 36% of the land-based work force, 31% of senior management positions (25% in 2022), and 1.5% of the seafarer work force. The group’s target is to have at least 40% of each gender in top three management positions by 2030. One of the five members of the company’s group management is female and two of the five directors on the board of directors of Wilhelmsen are female. In 2023, several initiatives related to working arrangements, succession management, recruitment practices, and unconscious bias training were conducted to progress the group’s target. Further information related to EDI in Norway and globally is described in the ESG report available on wilhelmsen.com. Driving performance Wilhelmsen strives to maintain a performance culture where engaged employees deliver the right results the right way and are rewarded accordingly. Employee performance and engagement are measured through annual engagement survey and performance appraisals. In 2023, Wilhelmsen conducted an employee engagement survey with the results pointing to continued positive engagement and mental well-being. There is always room for improvement. Senior management and individual managers in all locations were required to conduct follow-up discussions with their teams. Where results were less than the expected benchmark, managers were required to implement specific actions to improve results. Compensation and benefits The purpose of Wilhelmsen’s compensation and benefit framework is to drive performance and to attract and retain employees with the right experience and knowledge deemed necessary to achieve the company’s business objectives and strategic ambitions. The framework takes local regulations and competition into account, as well as the responsibility and complexity of the position. The bonus schemes are one of several instruments to drive performance. A bonus is paid if set bonus targets are reached. Compensation to executives is described in the Remuneration report available on wilhelmsen.com. Investing in competence A learning organisation with motivated employees contributes to efficient operations and has a positive impact on the financial performance. Learning and innovation is one of the group’s core values, and Wilhelmsen places particular emphasis on continuous learning through its learn-share-apply method. The main learning method is through on-the-job experiences, tasks and Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 19 problem-solving feedback, coaching (formal and informal) and networks. Formal classroom courses, e-learning, seminars, and videos supplement this approach. Personal development plans for all employees are integrated in the performance appraisal and review process, and employees are encouraged to spend a minimum of eight hours of training per year. In 2023, there was an average of ten hours of e-learning recorded in the HR information system. Developing leaders for the future To meet challenging and changing environments, Wilhelmsen is dependent on highly capable leaders. Our leadership development journey consists of annual learning modules for all leaders (approximately 1 000) in the group. In 2023, the learning focused on unconscious bias and inclusion. Whistle blowing and anti-corruption In 2023, there were 44 whistles received related to allegations of fraud/corruption, data protection, health and safety, bullying and harassment, and human rights related matters. In 37 of the whistles, the reported issues have been concluded with appropriate action taken, while seven were pending a conclusion at year end. There were no confirmed incidents of corruption (there are three alleged cases pending outcome of internal investigations), and six confirmed incidents of discrimination and harassment. 16 of the whistles were categorised as human rights concerns. At the end of the year, the possibility of filing whistle reports in multiple languages through our web-based whistleblowing system was introduced to comply with new EU whistleblowing requirements. This is in accordance with best practice and what other companies with a global footprint have established. Compliance audits on location were conducted in three of our major hubs as part of our scheduled ESG audits. In addition, the follow up of potential irregularities was mainly conducted through desk top audits and by providing guidance and instructions to local and regional resources. In previous years, a limited number of fraud cases have been detected. As a principle such cases are reported to the police. In 2023 we have not detected any cases that have been reported to the police. All group companies are expected to make risk assessments and initiate mitigating actions where applicable. The board receives a quarterly update on potential compliance issues and awareness training and have an annual meeting dedicated to discussing compliance, regulatory requirements etc. As part of opening business in new countries and/or investing in new companies and/or merging or acquiring new businesses, Wilhelmsen conduct country assessments and integrity due diligence as part of the assessment. There has in 2023 been an increase in M&A activities resulting in an extended number of integrity due diligence assessments being conducted. To continue competence building with employees, a new Code of Conduct was rolled out in 2023 and the mandatory business conduct training completion rate was 97%. The training addresses anti-corruption, theft and fraud, GDPR and data protection, competition law, bullying and harassment and whistleblowing. HUMAN RIGHTS The group is committed to safeguarding human rights across all businesses, irrespective of the countries in which they operate. In accordance with the Wilhelmsen governing elements, all group entities and supply chain partners are expected to comply with the same standards regarding human rights. With more than 10,000 value chain partners including sub agents, sub-contractors, and suppliers in often complex and extensive supply chains, there is significant work ahead to ensure our expectations are clear to suppliers. Our commitment is implemented through our human rights due diligence process, guided by the United Nations Global Compact and Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises. We assess our actual and potential human rights impacts, integrate and act upon the findings, monitor progress, track responses, and communicate how impacts are addressed. In 2023, a new Wilhelmsen Supplier Code of Conduct (SCoC) was implemented with new suppliers in defined tiers. Significant activity was also dedicated to supplier screening, assessment and audits. Ten human rights due diligence assessments were conducted, and 69 scenarios were identified (54 in 2022) to prioritise measures to implement to cease, prevent or mitigate impacts. 16 whistles related to alleged human rights allegations were processed during the year. An account of Wilhelmsen’s human rights due diligence pursuant to Section 5 of the Norwegian Transparency Act is disclosed in the group’s ESG report available on wilhelmsen.com. ENVIRONMENT The group’s ambition is to shape the maritime industry’s transition towards net zero emissions and capitalise on new growth arenas. In practise, Wilhelmsen focuses on climate change and decarbonisation, biodiversity and ecosystems, and circular economy. When delivering full technical management, crewing, and related services for all major vessel types, Wilhelmsen is in a good position to influence compliant, sensible, safe and environmentally sound operations for vessel owners. The ongoing goal is to work with customers to optimise vessel and voyage operations, collaboration on the decarbonisation of shipping, and the development and transition to alternative fuels including hydrogen, ammonia, and methanol. Operational sites and bases set environmental targets and improvement projects based on their individual site risk assessments. The operations of our consolidated companies are certified according to the ISO 14001 standard. Focus areas include energy and emissions, material inputs, water use, waste and recycling, oil separators and tanks and chemical handling. Activities to reduce environmental impact include the installation of solar panels, gradual electrification of machinery, finetuning / replacement of heating and lighting, reuse of packaging and pallets, appropriate waste segregation, new product offerings, and supporting infrastructure development to contribute to the renewable energy and carbon capture value chains. In 2023, the group’s New Energy segment invested USD 150 million in entities related to both renewable and energy transition segments through own ventures, and together with partners. Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 20 Climate risk and opportunities Wilhelmsen is exposed to physical and transition climate risks on a general basis and related to specific group companies. The energy transition and the decarbonisation of shipping are the backdrop for the transition risks for the group, but also present significant opportunities. Wilhelmsen continues to work with partners to drive energy infrastructure transformation and maritime decarbonisation. This includes services to the offshore wind industry, projects related to zero emission and autonomous vessel operation, enabling renewable energy value chains, digital services, and carbon capture and storage. To progress the group’s ambition for net zero emissions in own operations by 2030, the group established 2022 as a base year and set minimum targets for consolidated companies Scope 1 and 2 emissions based on guidance from the Science based targets initiative (SBTi). In 2023, the group achieved a total 12.32% reduction for Scope 1 and Scope 2 (market based) emissions compared to the 2022 base year. An initial screening of Scope 3 emissions was also completed in 2023, and a base year and targets for these emissions will be set in 2024. CORPORATE GOVERNANCE Wilhelmsen is a public limited liability company organized under Norwegian law and with a governance structure based on Norwegian corporate law and other regulatory requirements. The company’s corporate governance model is designed to ensure a healthy company culture, manage risk, and create long-term value for shareholders and other stakeholders. Wilhelmsen observes the Norwegian Code of Practice for corporate governance. The board’s Corporate governance report for 2023 can be found on wilhelmsen.com. It is the board’s view that the company has an appropriate governance structure and that it is managed in a satisfactory way. The Corporate governance report is to be considered by the Annual General Meeting on 2 May 2024. SUSTAINABILITY The group includes environmental, social, and governance (ESG) issues in its investment analysis, business decisions, ownership practises, and financial reporting. The group has detailed ownership requirements to clarify its expectations towards companies where it has a significant shareholding. The group has also established an internal ESG index of 17 KPIs with consolidated companies to assess progress in strategic ESG focus areas. The results are reported on a quarterly basis to the board of directors and the market, and used as input to executive remuneration. The group actively contributed to collective action on decarbonisation of shipping; climate action; human rights; crew welfare; equality, diversity, and inclusion; anti-corruption; and marine pollution. We will continue to actively engage with stakeholders directly and through our membership platforms including Green Shipping Program Norway, UN Global Compact, Maritime Anti-corruption Network (MACN), and Sustainable Shipping Initiative (SSI) amongst others. Sustainability governance The board is committed to a sustainable strategy and acknowledges that it is a vital prerequisite for Wilhelmsen to be a profitable and responsible player in the industry and society at large. Wilhelmsen issues an ESG report following the guidelines set forward in the Global Reporting Initiative’s sustainability reporting standards. The report describes how Wilhelmsen integrates ESG factors with long-term value creation. From 2023, Wilhelmsen’s EU Taxonomy report is also included in the ESG report. The 2023 ESG report is available on wilhelmsen.com. In 2023, the following areas received particular attention: • Double Materiality Assessment, • Greenhouse gas emissions (GHG), • Green growth and decarbonisation, • EU Taxonomy, • Health, safety and wellness, • Equality, diversity and inclusion, • Human Rights, • Supply chain management, • Business conduct, ethics and anti-corruption, • Information and Cyber security, and • Corporate Sustainability Reporting directive (CSRD). The company’s achievements included: • GHG emissions reductions and maturing reporting, • Initial screening of scope 3 emissions, • Increased gender diversity in top three management, • Health and safety metrics within targets, • Positive and consistent employee engagement, • Rollout of Supplier Code of Conduct, • Increased supplier screenings, assessments and audits, • Mandatory participation in Code of Conduct and cyber security training, and • Several key investments and ongoing projects contributing to the decarbonisation of shipping and growth in new areas. Double materiality assessment In 2023, the group conducted a double materiality assessment based on requirements contained in the Corporate Sustainability Reporting Directive (CSRD). Ten topics are considered material for Wilhelmsen and are grouped into five strategic areas for activities and reporting: • Climate change and decarbonisation, • Health and safety, • Equality and diversity, • Supply chain management, and • Compliance. These topics are integrated in the group’s strategy and disclosed in the ESG report. Stakeholder engagement Wilhelmsen is regularly in dialogue with key stakeholders who engage in issues relating to the maritime industry and the activities of the group. The dialogue contributes to understanding the expectations of the community and transferring them to the group. It also enables the group to communicate decisions to stakeholders and provide them with explanations for our underlying motives. In 2023, Wilhelmsen engaged in dialogues with investors, governments, non-governmental organisations and other stakeholders discussing topics related to the group or industry at large. Topics covered included capital allocation, dividend and share buybacks, financial performance, management incentive schemes, governance, compliance, innovation, human rights, decarbonisation of shipping, renewable energy and ESG in general. DIRECTORS AND OFFICERS LIABILITY INSURANCE Directors and Officers Liability Insurance (D&O) is for the 2023 accounting year placed with reputable insurers with appropriate ratings. The Insured names Wilh. Wilhelmsen Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 21 Holding ASA and includes any subsidiaries world-wide not excluded in the policy. The D&O insurance provides financial protection for the directors and officers of a company in the event that they are being sued in conjunction with the performance of their duties as they relate to the company. The insurance comprises the directors’ and officers’ personal legal liabilities, including defence- and legal costs. The cover also includes employees in managerial positions or employees who become named in a claim or investigation or is named co-defendant. ALLOCATION OF PROFIT, DIVIDEND, AND SHARE BUYBACKS The board’s proposal for allocation of the net profit for the year is as follows: The board is proposing a NOK 10.00 dividend per share payable during the second quarter of 2024, representing a total payment of NOK 442 million. The board also proposes that the Annual General Meeting authorises the board to distribute additional dividend of up to NOK 8.00 per share. The board is granted an authorisation to, on behalf of the company, acquire up to 10% of the company’s own issued shares. The authorisation is valid until the Annual General Meeting in 2024, but no longer than until 30 June 2024. The company presently owns 386,300 own shares split on 286,300 A-shares and 100,000 B-shares. OUTLOOK Group business drivers and strategic focus Wilhelmsen is a comprehensive global maritime group. The group’s activities are carried out through fully and partly owned entities, most of which are among the market leaders within their segments. Our vision is “shaping the maritime industry”. The group’s strategic direction remains firm. • Wilhelmsen will continue to create value through leveraging our strong positions in the maritime industry to seek growth. • Our focus is on maritime services, shipping, infrastructure, logistics and sustainable products and solutions. • We will create profitable and sustainable operations through active ownership and strong governance. • We will leverage our customer relationships, people and expertise, and the world’s largest maritime network. Outlook for Maritime Services Maritime Services delivers value creating solutions to the global merchant fleet, focusing on Ships Service, Port Services, and Ship Management. The Maritime Services operation is presently supported by a predominantly positive global shipping market, with income also lifted by bolt-on acquisitions and inflationary impact. At the same time, inflation and new system costs are putting pressure on operating margins. We expect these factors to remain in 2024. Looking further ahead, we believe that the Maritime Services market will continue to grow, supported by a growing world economy. With global networks, strong brands built over many years, and a long history of innovation and market adaptation, Wilhelmsen is in a good position to service this market. Outlook for New Energy The New Energy segment focuses on building an ecosystem supporting energy transition. With segment companies representing energy infrastructure, offshore wind, and technology & decarbonisation, Wilhelmsen is driving value- creation by bringing together their unique competencies. Supply risk following the Russian invasion of Ukraine continues to put focus on securing Europe’s need for energy. This supports a continued high activity level at the offshore fields supported by NorSea and other Wilhelmsen operations. We believe this situation to remain in the short term. A strong focus on climate measures in Europe and globally will support, inter alia, a gradual shift from offshore oil and gas to offshore wind, and decarbonization of the global fleet. With a broad range of operations, infrastructure, and new initiatives across offshore and other maritime activities, Wilhelmsen is well positioned to participate in these energy and technology shifts. Outlook for Strategic Holdings and Investments Wilhelmsen holds large strategic shareholdings in Wallenius Wilhelmsen ASA and, through its shareholding in Treasure ASA, in Hyundai Glovis. Through our shareholdings in these companies, we will continue to provide and develop world leading logistics services to the global automotive and ro-ro industries. A favourable supply-demand balance in global ro-ro shipping has lifted the earnings and dividend capacity of our strategic holdings. We expect this situation to remain in 2024. Long term, Wallenius Wilhelmsen ASA and Hyundai Glovis have the size, global reach, human and physical assets, and customer base to succeed in a continuously changing world. Outlook for the Wilhelmsen group Wilhelmsen retains a strong balance sheet and a balanced portfolio of leading maritime operations and investments. While uncertainty persists, specifically regarding inflationary pressure and geopolitical tension, the group retains its capacity to support and grow the portfolio, and to deliver consistent yearly dividends. Lysaker, 20 March 2024 The board of directors of Wilh. Wilhelmsen Holding ASA Electronically signed Carl E Steen (chair) Morten Borge Rebekka Glasser Herlofsen Ulrika Laurin Trond Westlie Thomas Wilhelmsen (group CEO) Parent company accounts (NOK thousand) Profit for the year 2,283,539 To equity Proposed dividend Interim dividend paid 1,664,828 441,937 176,775 Total allocations 2,283,539 Key figures │ Content │ Group CEO’s statement │ DIRECTORS’ REPORT │ Accounts and notes – group │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 22 Accounts and notes – Group Wilh. Wilhelmsen Holding ASA group Page 25 Income statement Page 25 Comprehensive income Page 25 Balance sheet Page 26 Cash flow statement Page 27 Equity Page 28 General accounting principle Page 29 Notes Page 30 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 23 Investments Securing a natural fit in relevant value chains remains the key priority for the Wilhelmsen group. That means sticking to ocean and maritime- related investments, where the group can have the most impact through leveraging our experience and skills. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 24 USD mill Note 2023 2022 Operating revenue 1/3/19 1 027 943 Other income 1 1 15 Total income 1 029 958 Operating expenses Cost of goods and change in inventory 15 (340) (313) Employee benefits 6 (387) (341) Other expenses 1/19 (153) (151) Depreciation, amortisation and impairment 7/8 (59) (69) Total operating expenses (940) (875) Operating profit 88 83 Share of profit from joint ventures and associates 4 431 397 Change in fair value financial assets 14 11 (5) Other financial income 1 39 19 Other financial expenses 1 (54) (55) Profit before tax 515 440 Tax income/(expense) 9 (27) (13) Profit for the year 487 427 Of which: Profit attributable to the equity holders of the company 466 400 Profit attributable to non-controlling interests 21 27 Basic / diluted earnings per share (USD) 10 10.52 8.98 Income statement Wilh.Wilhelmsen Holding group USD mill Note 2023 2022 Profit for the year 487 427 Items that may be reclassified to the income statement Cash flow hedges (net after tax) 4 Comprehensive income from associates 5 6 Currency translation differences 18 (15) (99) Items that will not be reclassified to the income statement Remeasurement postemployment benefits, net of tax 11 (1) 1 Other comprehensive income, net of tax (11) (88) Total comprehensive income for the year 476 339 Total comprehensive income attributable to: Equity holders of the company 457 326 Non-controlling interests 19 13 Total comprehensive income for the year 476 339 Comprehensive income Wilh.Wilhelmsen Holding group * The investment in Hyundai Glovis has been restated from fair value through income statement to equity method. The comparative figures are restated. Refer to note 21. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 25 USD mill Note 31.12.2023 31.12.2022 ASSETS Non current assets Deferred tax assets 9 51 61 Goodwill and other intangible assets 7 132 129 Properties and other tangible assets 7 623 623 Right-of-use assets 8 112 102 Investments in joint ventures and associates 4 2 247 1 962 Financial assets to fair value 14/18 87 75 Other non current assets 12 42 28 Total non current assets 3 294 2 981 Current assets Inventories 15 121 114 Current financial investments 16/18 124 104 Other current assets 12/18 342 349 Cash and cash equivalents 17 224 163 Total current assets 811 730 Total assets 4 105 3 711 EQUITY AND LIABILITIES Equity Paid-in capital 118 118 Retained earnings and other reserves 2 585 2 160 Shareholders' equity 2 702 2 278 Non-controlling interests 155 160 Total equity 2 857 2 438 Non current liabilities Pension liabilities 11 23 21 Deferred tax liabilities 9 12 17 Non current interest-bearing debt 17/18 456 473 Non current lease liabilities 8/17 101 93 Other non current liabilities 11 11 Total non current liabilities 603 615 Current liabilities Current income tax 9 10 10 Public duties payable 18 13 Current interest-bearing debt 17/18 27 65 Current lease liabilities 8/17 24 23 Other current liabilities 12 567 547 Total current liabilities 645 658 Total equity and liabilities 4 105 3 711 Balance sheet Wilh.Wilhelmsen Holding group * The investment in Hyundai Glovis has been restated from fair value through income statement to equity method. The comparative figures are restated. Refer to note 21. Lysaker, 20 March 2024 The board of directors of Wilh. Wilhelmsen Holding ASA Electronically signed: Carl E Steen Trond Westlie Morten Borge Rebekka Glasser Herlofsen Ulrika Laurin Thomas Wilhelmsen (group CEO) Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 26 Cash flow statement Wilh.Wilhelmsen Holding group USD mill Note 2023 2022 Cash flow from operating activities Profit before tax 515 440 Share of (profit)/loss from joint ventures and associates 4 (431) (397) Changes in fair value financial assets 14 (11) 5 Financial (income)/expenses 1 15 36 Depreciation, amortisation and impairment 7/8 59 69 Other (gain)/loss 1 (1) (15) Change in net pension asset/liability 1 (2) Change in inventories (7) (21) Change in working capital 75 (32) Tax paid (company income tax, withholding tax) (21) (17) Net cash provided by operating activities 194 64 Cash flow from investing activities Dividend received from joint ventures and associates 4 170 50 Proceeds from sale of fixed assets 2 27 Investments in tangible and intangible assets 7 (43) (49) Investments in subsidiaries, joint ventures and associates 4/5 (50) (55) Loans granted to joint ventures and associates (11) (1) Dividend received from and proceeds from sale of financial investments 41 53 Purchase of current financial investments (53) (22) Interest received 1 8 4 Net cash flow from investing activities 63 6 Cash flow from financing activities Net proceeds from issue of debt after debt expenses 84 310 Repayment of debt (157) (292) Repayment of lease liabilities 8 (28) (28) Interest paid including interest derivatives 1/8 (33) (27) Cash from/(to) financial derivatives (4) (3) Purchase of non-controlling interests (2) (53) (Investment)/disposal own shares (11) (4) Dividend to shareholders (46) (42) Net cash flow from financing activities (196) (138) Net increase in cash and cash equivalents 61 (68) Cash and cash equivalents at the beginning of the period 163 231 Cash and cash equivalents at 31.12 224 163 The group is located and operating world wide and every entity has several 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. * The investment in Hyundai Glovis has been restated from fair value through income statement to equity method. The comparative figures are restated. Refer to note 21. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 27 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY USD mill Share capital Own shares Retained earnings Total Non-controlling interests Total equity Balance at 31.12.2022 118 2 160 2 278 160 2 438 Comprehensive income for the period: Profit for the period 466 466 21 487 Other comprehensive income (9) (9) (2) (11) Total comprehensive income for the period 457 457 19 476 Transactions with owners: Change in non-controlling interests 19 19 (19) Net purchase of own shares (1) (10) (10) (11) Paid dividend to shareholders (41) (41) (5) (46) Balance at 31.12.2023 118 (1) 2 585 2 702 155 2 857 USD mill Share capital Own shares Retained earnings Total Non-controlling interests Total equity Balance at 31.12.2021 as reported 118 1 891 2 009 221 2 230 Effect of restatement, see note 21 (20) (20) (7) (27) Balance 01.01.2022 restated 118 1 871 1 989 214 2 203 Comprehensive income for the period: Profit for the period 400 400 27 427 Other comprehensive income (74) (74) (14) (88) Total comprehensive income for the period 326 326 13 339 Transactions with owners: Change in non-controlling interests (57) (57) Purchase of own shares Treasure ASA (4) (4) (4) Paid dividend to shareholders (33) (33) (9) (42) Balance at 31.12.2022 118 2 160 2 278 160 2 438 Equity Wilh.Wilhelmsen Holding group * Wilh. Wilhelmsen Holding ASA held 386 300 own shares 31 December 2023. * Treasure ASA held 2 594 566 own shares 31 December 2022. Dividend for fiscal year 2022 was NOK 10.00 per share and was paid in May 2023 (NOK 6.00 per share) and in November 2023 (NOK 4.00 per share). Dividend for fiscal year 2021 was NOK 7.00 per share and was paid in May 2022 (NOK 4.00 per share) and in November 2022 (NOK 3.00 per share). The proposed dividend for fiscal year 2023 is NOK 10.00 per share payable in the second quarter of 2024. A decision on the proposal will be taken by the annual general meeting on 2 May 2024. The proposed dividend is not accrued in the year- end balance sheet. The dividend will have effect on retained earnings in second quarter of 2024. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 28 General accounting policies Wilh. Wilhelmsen Holding group GENERAL INFORMATION Wilh. Wilhelmsen Holding ASA (referred to as the parent company) is domiciled in Norway. The consolidated accounts for fiscal year 2023 include the parent company and its subsidiaries (referred to collectively as the group) and the group’s share of joint ventures and associated companies. The annual accounts for the group and the parent company were issued by the board of directors on 20 March 2024. BASIS OF PREPARATION Compliance with IFRS The consolidated accounts have been prepared in accordance with the International Financial Reporting Standards (IFRS®) accounting standards, as adopted by the European Union. The separate financial statements for the parent company have been prepared and presented in accordance with simplified IFRS as approved by Ministry of Finance 7 February 2022. In the separate statements the exception from IFRS for recognition of dividends and group contributions is applied. Otherwise, the explanations of the accounting policy for the group also apply to the separate statements, and the notes to the consolidated financial statements will to a large degree also cover the separate statements. Wilhelmsen also provides additional disclosures in accordance with requirements in the Norwegian Accounting Act related to remuneration to the board and the senior management. The company is a public limited liability company, listed on the Oslo Stock Exchange. Critical accounting estimates and assumptions When preparing the financial statements, the group and the parent company must make assumptions and estimates. These estimates are based on the actual underlying business, its present and forecast profitability over time, and expectations about external factors such as interest rates, foreign exchange rates and oil prices which are outside the group’s and parent company’s control. This presents a substantial risk that actual conditions will vary from the estimates. Most statements of financial position items will be affected by uncertainty related to estimates and assumption to a certain degree. The items most affected, and where estimates and assumptions are assessed to have the greatest significance include: • Deferred tax asset (Note 9) • Goodwill (Note 7) • Right-of-use assets and lease liabilities (Note 8) • Loss allowance on accounts receivable (Note 13) • Provisions and other non-current liabilities (Note 12) Accounting principles applied, estimates and assumptions used by management are presented in the respective notes. The group does face risk as a result of climate change, and climate-related factors may impact estimates and assumptions going forward. Uncertainties and risks relate to both transition risk (market-related, technological, and changes in regulatory requirements), and in physical risk that may affect the group’s assets is an integral part of management’s estimates and judgements across the group. The group has, where assessed relevant, included climate related considerations when assessing critical accounting estimates and assumptions. The following items are assessed to be most affected by climate related considerations: • Tangible assets and Goodwill (Note 7) • Right-of-use assets and lease liabilities (Note 8) • Contingencies (Note 22) • Financial risk (interest bearing debt, note 18) For consolidated accounts for fiscal year 2023, climate related considerations did not materially affect the group’s estimates and assumptions. Financial reporting principles The financial reporting principles are described in the relevant notes in the consolidated financial statements and in the notes in the financial statements of the parent company. The financial reporting principles described in the consolidated financial statements also apply to the financial statements of the parent company, unless otherwise stated. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 29 USD mill Note 2023 2022 OPERATING REVENUEShips Service 2/3 477 394 Port Services 2/3 155 136 Ship Management 2/3 87 68 New Energy 2/3 290 333 Other services 2/3 19 12 Total operating revenue 19 1 027 943 OTHER INCOME Other gain/(loss) 1 15 Total other income 1 15 OTHER EXPENSESOffice expenses (14) (14)Communication and IT expenses (36) (36)External services (31) (28)Travel and meeting expenses (12) (8)Marketing expenses (3) (3)Lease expenses 8 (12) (14)Other operating expenses (46) (48)Total other expenses 19 (153) (151) Financial incomeInvestment management 15 Interest income 8 4 Dividend from financial assets 3 5 Gain on sale of financial investments 1 Other financial items 2 Net financial income 29 9 Financial expensesInvestment management (4)Interest expenses (33) (22)Interest expenses lease liabilities 8 (5) (6)Other financial expenses (4) (4)Net financial expenses (43) (35) Financial - currency gain/(loss)Operating currency - net (2) 10 Financial currency - net (6) (8)Derivatives for hedging of cash flow risk - realised (3) (3)Derivatives for hedging of cash flow risk - unrealised 10 (9)Net financial - currency gain/(loss) (1) (9) Financial income/(expenses) (15) (36) Spesification of financial income and expensesNet financial income 29 9 Net currency - income 10 Net currency derivatives - income 10 Financial income 39 19 Net financial expenses (43) (35)Net currency - expenses (8) (8)Net currency derivatives - expenses (3) (11)Financial expenses (54) (55) Note 1 Combined items, income statement See note 18 on financial risk and the section of the accounting policies concerning financial derivatives. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 30 Note 2 Segment reporting FINANCIAL REPORTING PRINCIPLES The operating segments are reported in a manner consistent with the internal financial reporting provided to the chief operating decision-makers. The chief operating decision-makers, who are responsible for allocating resources and assessing performance of the operating segments, have been identified as the board and group management team, consisting of the group chief executive officer (group CEO) and four executive managers. New Energy; one customer represents about 20% of the total revenue. * The investment in Hyundai Glovis has been restated from fair value through income statement to equity method. The comparative figures are restated. Refer to note 21. SEGMENTS The chief operating decision-makers monitor the business by combining entities with similar operational characteristics such as product, services, market and underlying asset base, into operating segments. The Maritime Services segment offers marine products, ship agency services and logistics to the merchant fleet and ship management including manning for all major vessel types, through a worldwide network of 241 offices in 57 countries. The New Energy segment includes the NorSea Group and other New Energy activities. The activity is mainly related to the operation of supply bases for the offshore industry in Norway, as well as real estate development and operation of properties both on and off the supply bases. In addition to the activity in Norway, the segment offers its services in both Denmark and in the UK. The international activity consists of both operation of supply bases, maintenance of rigs and handling of logistics related to international pipeline projects and windmill parks. Other activities within the segment include technical management and crew management for the offshore wind market and digital solutions to the shipping industry. The Strategic Holdings and Investments segment includes the parent company, Wilh. Wilhelmsen Holding ASA, Treasure ASA group, Wilh. Wilhelmsen Holding Invest Malta and other corporate group activities like operational management, legal, finance, portfolio management, communication and human relations which fail to meet the definition for other core activities. The group’s investments in Wallenius Wilhelmsen ASA (WAWI) and Hyundai Glovis Co., Ltd. are presented as part of Strategic Holdings and Investments as investments in associates. Eliminations are between the group’s three segments mentioned above. The segment income statements are measured in the same way as in the financial statements. The segment information provided to the chief operating decision-makers for the reportable segments for the year ended 31 December 2023 is as follows: USD mill Maritime Services New Energy Strategic Holdings and Investments Eliminations Total 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 INCOME STATEMENTOperating revenue 732 628 290 310 16 17 (11) (12) 1 027 943 Other gain/(loss) 1 1 23 (7) 1 15 Total income 732 628 291 333 15 10 (10) (12) 1 029 958 Cost of goods and change in inventory (266) (225) (73) (87) (1) (1) (340) (313)Employee benefits (259) (215) (117) (111) (12) (15) (387) (341)Other expenses (102) (93) (51) (60) (9) (9) 8 12 (153) (151)Operating profit/(loss) before depreciation, amortisation and impairment 105 94 51 75 (7) (16) (1) 147 153 Depreciation and impairment (28) (37) (28) (28) (4) (4) 1 (59) (69)Operating profit 77 57 23 46 (12) (20) (0) 88 83 Share of profit from associates 7 7 10 8 414 382 431 397 Changes in fair value financial assets 4 2 7 (6) 11 (5)Net financial income/(expenses) (19) (20) (22) (16) 64 (37) (15) (36)Profit before tax 65 44 14 40 473 356 (37) 515 440 Tax income/(expense) (20) (16) (2) (2) (5) 4 (27) (13)Profit for the period 45 28 12 38 468 361 (37) 487 427 Non-controlling interests (2) (1) (1) (7) (18) (19) (21) (27)Profit to the equity holders of the company 42 27 12 31 449 342 (37) 466 400 628 333 732 291 15 10 473 14 65 356 40 44 2023: Total income USD mill 2023: Profit before tax USD mill 2022: Total income USD mill 2022: Profit before tax USD mill Maritime Services New Energy Strategic Holdings and Investments Maritime Services New Energy Strategic Holdings and Investments Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 31 Cont. note 2 Segment reporting USD mill Maritime Services New Energy Strategic Holdings and Investments Eliminations Total 31.12.2023 31.12.2022 31.12.2023 31.12.2022 31.12.2023 31.12.2022 31.12.2023 31.12.2022 31.12.2023 31.12.2022 BALANCE SHEETASSETSNon current assetsDeferred tax assets 40 45 1 10 16 51 61 Goodwill and other intangible assets 125 122 6 6 1 1 132 129 Properties and other tangible assets 168 155 439 452 16 16 623 623 Right-of-use assets 36 36 61 49 24 27 (10) (9) 112 102 Investments in joint ventures and associates 30 26 204 171 2 012 1 766 2 247 1 962 Financial assets to fair value 5 4 82 71 87 75 Other non current assets 8 8 38 27 3 (5) (9) 42 28 Total non current assets 408 392 754 708 2 146 1 899 (14) (19) 3 294 2 981 Current assetsInventories 121 114 121 114 Current financial investments 124 104 124 104 Other current assets 261 264 76 80 17 14 (11) (10) 342 349 Cash and cash equivalents 144 131 21 8 59 24 224 163 Total current assets 526 509 98 88 200 143 (11) (10) 811 730 Total assets 933 901 852 797 2 346 2 042 (26) (29) 4 105 3 711 EQUITY AND LIABILITIESEquityShareholders' equity 177 158 382 337 2 142 1 783 2 702 2 278 Non-controlling interests 2 (2) 5 3 148 160 155 160 Total equity 179 156 388 340 2 291 1 942 2 857 2 438 Non current liabilitiesPension liabilities 15 14 1 7 7 23 21 Deferred tax liabilities 11 14 2 12 17 Non current interest-bearing debt 174 188 279 281 8 4 (5) 456 473 Non current lease liabilities 28 28 61 48 22 25 (9) (9) 101 93 Other non current liabilities 6 5 5 9 9 (12) 11 11 Total non current liabilities 233 249 346 339 37 45 (14) (18) 603 615 Current liabilitiesCurrent income tax 8 8 1 1 10 10 Public duties payable 10 7 7 5 1 1 18 13 Current interest-bearing debt 27 35 30 27 65 Current lease liabilities 12 11 9 10 4 3 (1) (1) 24 23 Other current liabilities 492 470 73 67 13 21 (11) (10) 567 547 Total current liabilities 522 496 117 117 18 55 (12) (11) 645 658 Total equity and liabilities 933 901 852 797 2 346 2 042 (26) (29) 4 105 3 711 Investments in tangible assets 20 17 18 160 1 1 40 178 The amounts provided to the chief operating decision-makers with respect to total assets, liabilities and equity are measured in the same way as in the financial statements. * The investment in Hyundai Glovis has been restated from fair value through income statement to equity method. The comparative figures are restated. Refer to note 21. 31.12.2023: Equity controlling interest 31.12.2022: Equity controlling interest 79% 78% 14% 15% 7% 7% Maritime Services New Energy Strategic Holdings and Investments Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 32 Cont. note 2 Segment reporting USD mill Maritime Services New Energy Strategic Holdings and Investments 2023 2022 2023 2022 2023 2022 CASH FLOW Profit before tax 65 44 14 39 473 356 Changes in fair value financial assets (4) (7) 5 Share of (profit)/loss from joint ventures and associates (7) (7) (10) (8) (414) (382) Net financial (income)/expenses 19 20 22 16 (64) 1 Depreciation, amortisation and impairment 28 37 28 28 4 4 Change in working capital 1 (63) 5 (7) (13) (8) Other (gain)/loss (1) (1) (23) 7 Net cash provided by operating activities 105 31 55 45 (21) (16) Dividend received from joint ventures and associates 7 5 11 8 169 37 Net sale/(investments) in fixed assets (20) (10) (19) (2) (2) (1) Net sale/(investments) in entities and segments (10) (4) 2 (50) (1) Net changes in other investments 2 2 3 (5) (5) 25 Net cash flow from investing activities (21) (7) (3) (48) 162 59 Net change of debt (29) (22) (20) 13 (34) 6 Net change in other financial items (15) (12) (19) (15) (5) (3) Net dividend from other segments/ to shareholders (27) (33) 7 (67) (73) Net cash flow from financing activities (70) (67) (39) 5 (107) (69) Net increase in cash and cash equivalents 13 (43) 12 1 34 (26) Cash and cash equivalents at the beginning of the period 131 174 9 7 25 50 Cash and cash equivalents at the end of period 144 130 21 8 59 24 The amounts provided to the chief operating decision-makers with respect to cash flows are measured in a manner consistent with that of the balance sheet. * The investment in Hyundai Glovis has been restated from fair value through income statement to equity method. The comparative figures are restated. Refer to note 21. GEOGRAPHICAL AREAS Total Income Area income is based on the geographical location of the company and include gains from sale of assets. Total assets Area assets are based on the geographical location of the assets. The group’s investment in Hyundai Glovis is classified in the geographical segment Asia & Africa. Investments in tangible assets Area capital expenditure is based on the geographical location of the assets. Total income and total assets attributed to Norway as the group companies’ country of domicile USD mill 2023 2022 Total income attributed to Norway 313 344 Total assets attributed to Norway 2 544 3 031 2023 Total assets 2022Total assets 2023 Investment in tangible assets 2022 Investment in tangible assets Europe Americas Asia & Africa Oceania 24% 33%30% 26% 1% 2%1% 2% 74% 63%67% 71% 32% 30% 3% 4% 55% 57% 10% 10% 1% 2%2% 1% 2023 Total income 2022 Total income Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 33 USD mill Maritime Services New Energy Strategic Holdings and Invest- ments Group elimination Total Revenue Segments Ships Service Port Services Ship Manage- ment Other/ elimination Infra- structure Technology & Decarbon- isation Other/ elimination 2023 Revenue from external customers 477 155 87 14 283 2 5 16 (11) 1 027 Total 477 155 87 14 283 2 5 16 (11) 1 027 Timing of revenue recognition At a point in time 477 10 2 16 (11) 494 Over time 155 87 4 283 5 533 Total 477 155 87 14 283 2 5 16 (11) 1 027 2022Revenue from external customers 394 136 68 29 270 3 37 17 (12) 943 Total 394 136 68 29 270 3 37 17 (12) 943 Timing of revenue recognition At a point in time 394 26 3 17 (12) 428 Over time 136 68 3 270 37 516 Total 394 136 68 29 270 3 37 17 (12) 943 Note 3 Revenue from contracts with customers FINANCIAL REPORTING PRINCIPLES Revenue derived from customer contracts in scope of IFRS 15 Revenue from contracts with customers are assessed using the five-step model, where only customer contracts with a firm commitment is used as basis for revenue recognition. MARITIME SERVICES Ships service - Sale of goods The group offers a wide range of products to the maritime industry. The products are delivered to the customer at vessel or warehouse, which is also the point in time where control transfers to the customer and revenue is recognised net of any discounts. Some customers are entitled to retrospective volume discounts based on aggregate sales over a defined period. Revenue from these sales is recognised based on the price specified in the contract, net of the estimated volume discounts. Accumulated experience is used to estimate and provide for the discounts, using the expected value method, and revenue is only reconised to the extent that it is highly probable that a significant reversal will not occur. A refund liability (included in other current liabilities) is recongised for expected volume discounts payable to customers in relations to sales made until the end of the reporting period. The contracts typically has payment terms of 30 days after delivery, and no significant financing component is identified. Port services - Sale of services The group offers ships agency and port services coverering 2 200 port locations world wide. The agents facilitates efficent port calls for vessels, by procuring goods and services on behalf of the customers and to assist with required permits and custom declaration assocuated with the port call. Prior to the port call, the customer is required to make available funds for the expected disbursements (pre funding). Following the completion of the services the group prepare a final disbursement account to the customer documenting all disbusement for the port call. The group is only acting as an agent, and control of goods and services transfers directly from the relevant suppliers to the customer. The group does not have inventory risk or the discretion on establishing prices. For the services rendered, the group is entitled to a fee that consist of a payment based on services delivered to customer. Technical / crewing management Wilhelmsen Ship Management (WSM) offers technical management and crew management for all vessel segments. The contract durations follow industry standards, and will usually include an annual compensation payable in monthly arreas, in addition the ship owner is charged a monthly fee per crew onboard the vessel. The ship owner simultaniously receives and consumes the benefits provided by the entity, and hence revenenue is recognised over time. Since WSM has the right to invoice the services delivered at the end of each month, this is also the basis for revenue recognition. The invoices are payable 30 days after the end of each month. Other revenue in the Maritime services segment These revenues mainly consist of sale of ropes to non-maritime customers and chemicals for the consumer markets. Most of the sales are to wholesale customers. Revenue is recognised net of any discounts at delivery. Time and place of delivery, and transfer of control, depend on agreed delivery terms but usually when the customer receives the goods. The group also has an insurance agency business where the group is acting as an agent, and is entitled to a defined commission of the insurance premium. The comission is per year and recognised on a straight line basis thorugh the year. NEW ENERGY Infrastructure The New Energy segment, including the NorSea Group operates supply bases and provide integrated logistics solution to the offshore industry. Revenues from external customers come from sale of services to the offshore industry (Operations), from the rental of properties (Property) and from the sale of services to other industries (Other). The duration of the operations contracts varies from 3 to 10 years. The pricing of the contracts are mainly based on delivered quantity via supply bases. The group is a lessor for parts of the properties located on or near the bases. This is typically warehouses and some office facilities. This is ordinary operational lease contracts with a typical duration of 2 to 7 years. For contracts with a duration of more than one year the rent is adjusted annually based on commonly used indexes. Lease revenue is usually recognised on a straight line basis over the lease term. Technology & decarbonisation The group provides a range of technology and digital solutions to the shipping industry. Revenue is recognised net of any discounts at delivery. Revenue is recognised based on time and place of delivery, and transfer of control, or services rendered, and depend on agreed delivery terms but usually when the customer receives the goods and services. STRATEGIC HOLDINGS AND INVESTMENTS The operation revenue is related to inhouse services to external customers as office rent and canteen services. INFORMATION ABOUT TRANSACTION PRICE ALLOCATED TO UNSATISFIED PERFORMANCE OBLIGATIONS In general the contracts with customers are of a short term nature, except for the framework agreements described under New Energy Infrastructure and Ship Management. For infrastructure the framework agreements can be for a period of up to 10 years, but do not define any minimum volume. For Ship Management contracts the customer can terminate the contract without cause on a 3 months basis. Because of this there is no significant unsatisfied performance obligations as of year end. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 34 Note 4 Investments in joint ventures and associates FINANCIAL REPORTING PRINCIPLES Interests in joint ventures and associates are accounted for using the equity method after initially being recognised at cost in the consolidated balance sheet. Equity method: Under the equity method of accounting, the investments are initially recognised at cost and adjusted subsequently to recognise the group’s share of the post- acquisition profits after tax of the investee in income statement, and the group’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment. Sale and dilution of the share of associate companies is recognised in the income statement when the transactions occur for the group. Where the group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity. The carrying amount of equity-accounted investments is tested for impairment when impairment indicators are present. When the group ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss. If the ownership interest in a joint venture or an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate. Coast Center Base AS is a joint venture between NorSea Group and Bernh. Larsen Holding AS and was established in 1998. It delivers services related to logistics, quay, project and maintenance to the offshore industry in addition to maritime industry. KS Coast Center Base is a joint venture between NorSea Group and Bernh. Larsen Holding AS and was established in 1973. It is mainly a property company owning infrastructure rented out to Coast Center Base AS. CCB Energy Holding AS is a joint venture between NorSea Group and Bernh. Larsen Holding AS and was established in 2020. It owns shares in companies involved in production of hydrogen and climate neutral solutions. Wilhelmsen Ahrenkiel group is a technical container ship management within MPC Capital Group. All companies are private companies and there are no quoted market price available for the shares. There are no other contingent liabilities relating to the group’s interest in the joint ventures. INVESTMENTS IN JOINT VENTURES Business office country 2023 2022 Voting share/ownership New EnergyCoast Center Base AS Norway 50.0% 50.0%KS Coast Center Base Norway 50.0% 50.0%CCB Energy Holding AS Norway 50.0% 50.0%Elevon AS Norway 50.0% 50.0%SørSea AS Norway 50.0% 50.0%Polar Lift AS Norway 50.0% 50.0%Massterly AS Norway 50.0% 50.0%Topeka MPC Maritime AS Norway 50.0% 50.0%Maritime ServicesWilhelmsen Ahrenkiel group Germany 50.0% 50.0% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 35 USD mill 2023 2022 Summarised financial information - according to the group's ownershipShare of total income 80 111 Share of operating expenses (65) (93)Share of depreciation (5) (6)Share of net financial items (1) (2)Share of tax expense (1) (2)Share of profit for the year 7 8 Book value 41 43 Excess value (goodwill) 59 60 Investments in joint ventures 100 104 USD mill 2023 2022 Joint ventures' assets, equity and liabilities (group's share of investments)Share of non current assets 85 87 Share of cash and cash equivalents 37 33 Share of current assets 4 6 Total share of assets 126 126 Share of equity 01.01 43 68 Share of profit for the period 7 8 Dividend (10) (5)Acquisitions 1 Disposals (21)Other comprehensive income (1) (7)Share of equity at 31.12 41 43 Share of non current liabilities 53 46 Share of current liabilities 33 37 Total share of liabilities 85 83 Total share of equity and liabilities 126 126 Cont. note 4 Investments in joint ventures and associates Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 36 USD mill CCB Other 2023 2022 2023 2022 SUMMARISED STATEMENT OF COMPREHENSIVE INCOMETotal income 140 194 23 27 Operating expenses (123) (175) (23) (22)Net operating profit 16 20 5 Financial income/(expenses) (3) (3) 4 Profit before tax 13 16 3 5 Tax income/(expense) (2) (3) (1)Profit after non-controlling interests 11 14 3 5 Other comprehensive income (2)Total comprehensive income 11 14 1 5 The group's share of dividend from joint ventures 9 4 1 1 USD mill CCB Other 31.12.2023 31.12.2022 31.12.2023 31.12.2022 SUMMARISED BALANCE SHEETNon current assets 159 165 10 7 Cash and cash equivalents 4 (13) 6 Other current assets 72 58 6 5 Total assets 231 227 3 17 Non current liabilities 102 88 (13) 3 Current liabilities 61 62 3 5 Total liabilities 163 150 (10) 8 Net assets 68 77 13 9 USD mill CCB Other 2023 2022 2023 2022 RECONCILIATION OF SUMMARISED FINANCIAL INFORMATIONOpening net asset 01.01 77 81 9 63 Acquisition net assets 3 1 Disposals of joint ventures (42)Profit for the period 11 14 3 5 Other comprehensive income (2) (9) 1 (12)Dividend to shareholders (19) (8) (2) (6)Closing net assets 31.12 68 77 13 9 The group's share 34 39 6 5 Goodwill / excess value 51 53 8 8 Carrying value 31.12 85 91 14 13 Set out below are the summarised financial information on a 100% basis for Coast Center Base (CCB), which in the opinion of the directors is a material joint venture to the group. Joint ventures not considered to be material, are defined under “other” (on a 100% basis). The information above reflects 100% of the amounts presented in the financial statements of the joint ventures, adjusted for any differences in accounting policies between the group and the joint ventures. * Vikan Næringspark Invest AS was in the beginning of 2022 a joint venture between NorSea Group and Kristiansund Baseselskap AS. NorSea Group acquired the remaining shares in the company in March 2022 and it is now a 100% owned subsidiary. Cont. note 4 Investments in joint ventures and associates Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 37 INVESTMENTS IN ASSOCIATED COMPANIES Country 2023 2022 Voting share/ownership Strategic Holdings and Investments Wallenius Wilhelmsen ASA (WAWI) Norway 37.9% 37.9%Hyundai Glovis Co., Ltd. (Hyundai Glovis) * Republic of Korea 11.0% 11.0% Maritime ServicesDiana Wilhelmsen Management Limited Cyprus 50.0% 50.0%Barklav (Hong Kong) Limited Hong Kong 50.0% 50.0%BWW LPG Limited Hong Kong 49.0% 49.0%Wilhelmsen-Smith Bell Manning, Inc Philippines 50.0% 50.0%Denholm Port Services Limited United Kingdom 40.0% 40.0%Triangle Shipping Agencies LLC United Arab Emirates 50.0% 50.0%Barwil Abu Dhabi Ruweis LLC United Arab Emirates 50.0% 50.0%Wilhelmsen WPS Dubai Port Services LLC United Arab Emirates 50.0% 50.0%Wilhelmsen Port Services LLC - Fujairah United Arab Emirates 42.5% 42.5%Almoayed Wilhelmsen (Ltd) W.L.L Bahrain 50.0% 50.0%Wilhelmsen Huayang Port Services (Shanghai) Co. Ltd. China 50.0% 50.0%Wilhelmsen Huayang Ships Service (Beijing) Co., Ltd. China 50.0% 50.0%Barwil Arabia Shipping Agencies SAE Egypt 50.0% 50.0%Wilhelmsen Port Service Georgia LLC Georgia 50.0% 50.0%Wilhelmsen Hyopwoon Port Services Ltd Republic of Korea 50.0% 50.0%Alghanim Wilhelmsen Shipping Co.W.L.L Kuwait 49.0% 49.0%Diize B.V. Netherlands 50.0% 50.0%Wilhelmsen-Smith Bell Shipping, Inc. Philippines 49.0% 49.0%Wilhelmsen-Smith Bell (Subic), Inc. Philippines 50.0% 50.0%Perez Torres Portugal Lda Portugal 50.0% 50.0%Pelagus 3D Pte Ltd Singapore 50.0% 50.0%Wilhelmsen Sunnytrans Co., Ltd Vietnam 50.0% 50.0% New EnergyEldøyane Holding AS / Eldøyane Næringspark AS Norway 50.0% 38.0%Konciv AS Norway 43.1% 47.5%Hammerfest Næringsinvest AS Norway 32.2% 32.2%Strandparken Holding AS Norway 33.1% 33.1%Dusavik Utvikling AS Norway 33.5% 33.5%Risavika Eiendom AS Norway 42.0% 42.0%Love Miljøbase AS Norway 33.3% 33.3%CCB Subsea AS Norway 42.5% 42.5%Polar Algae AS Norway 52.0% 46.8%WindWorks Jelsa AS Norway 38.5% 33.3%Energy Innovation Holding AS Norway 50.0% 50.0%AM North AS Norway 33.3% 33.3%RTN AS Norway 50.0% 50.0%Nordlys.Studio AS Norway 46.0% 46.0%Topeka Hagland Greenbulk AS Norway 50.0% 50.0%Reach Subsea ASA Norway 19.2% 20.5%Edda Wind ASA Norway 25.4% 25.7% * The group has changed the classification to consider the investment in Hyundai Glovis Co., Ltd as an associated company, see note 21. Cont. note 4 Investments in joint ventures and associates Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 38 USD mill 2023 2022 Share of profit/(loss) from associatesWAWI 324 281 Hyundai Glovis 89 102 Associates Maritime Services 5 6 Reach Subsea 5 2Edda Wind 1Other associates New Energy (1) (1)Share of profit from associates 424 390 Book value of material associatesWAWI 1 337 1 146 Hyundai Glovis 675 620 Reach Subsea 23 17Edda Wind 84 52Specification of share of equity and profit/loss:Share of equity 01.01 1 858 1 519 Share of profit for the year 424 389 Capital increase in / acquisition of associates in Maritime Services 4 Capital increase in / acquisition of associates in New Energy 35 18 Dividend (160) (41)Other comprehensive income (14) (25)Share of equity 31.12 2 147 1 858 There are no contingent liabilities relating to the group’s interest in the associates. The group holds a 37.9% share in listed company Wallenius Wilhelmsen (WAWI), headquartered at Lysaker, Norway. WAWI is a market leader in RoRo shipping and vechile logistics, managing the distrubution of cars, trucks, rolling equipment and breakbulk to customers all over the world. WAWI controls more than 125 vessels and servicing 15 trade routes to six continents, together with a global inland distribution network, more than 120 in-land processing centres, and 9 marine terminals. The group holds a 11.0% share in Hyundai Glovis, a logistics company headquartered in Seoul, Republic of Korea, listed on the Korean Stock Exchange. Hyundai Glovis’ principal activity is logistics and distribution services. The company provides overseas logistics services, including vehicle export logistics, air freight forwarding, ocean freight forwarding and international express service. Hyundai Glovis also has a growing shipping segment with its own fleet of car carriers and bulk carriers. The group holds a 19.2 % ownership in the listed company Reach Subsea ASA. During the year the group did a capital increase of USD 8 mill. Reach Subsea group offer subsea services as subcontractor and/or directly to end clients. The core business of the group is based on modern, high spec Work ROVs operated by highly qualified offshore personnel, and supported by our competent onshore engineering resources. The group holds a 25.4 % ownership in the listed comapny Edda Wind ASA. During the year the group did a capital increasse of USD 28 mill. Edda Wind owns and operates service vessels supporting the maintenance work conducted during the commissioning and operation of offshore wind parks. Set out below are the summarised financial information for, on a 100% basis, for WAWI and Hyundai Glovis, which, in the opinion of the directors, are the material associates to the group. Associates not considered to be material are defined under ”other” (on a 100% basis). USD mill WAWI Hyundai Glovis Other 2023 2022 2023 2022 2023 2022 SUMMARISED STATEMENT OF COMPREHENSIVE INCOMETotal income 5 149 5 045 19 634 20 894 302 207 Operating expenses (3 924) (4 114) (18 364) (19 501) (252) (174)Net operating profit 1 225 931 1 270 1 393 50 33 Finance income & expenses (189) (102) (166) (156) (3)Profit before tax 1 035 829 1 104 1 237 47 34 Tax income/(expense) (68) (35) (293) (313) (8) (5)Profit for the period 967 794 811 924 39 29 Non-controlling interests (121) (116) (2) (2)Profit after non-controlling interests 846 678 809 921 39 29 Other comprehensive income (1) (1) 11 13 (4)Total comprehensive income (shareholder's equity) 845 678 820 934 39 25 WWH share of dividend from associates 136 24 19 13 5 5 Cont. note 4 Investments in joint ventures and associates Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 39 Cont. note 4 Investments in joint ventures and associates USD mill WAWI Hyundai Glovis Other 31.12.2023 31.12.2022 31.12.2023 31.12.2022 31.12.2023 31.12.2022 SUMMARISED BALANCE SHEETNon current assets 5 951 6 242 4 596 4 540 743 351 Other current assets 985 936 4 806 4 879 123 107 Cash and cash equivalents 1 705 1 216 1 966 1 642 136 133 Total assets 8 642 8 394 11 368 11 061 1 003 591 Non current liabilities 3 163 3 659 1 909 2 116 423 154 Current liabilities 1 423 1 226 3 460 3 462 199 147 Non-controlling interests 413 355 11 11 Total liabilities 4 998 5 241 5 381 5 588 623 301 Net assets 3 644 3 153 5 987 5 472 380 290 USD mill WAWI Hyundai Glovis Other 2023 2022 2023 2022 2023 2022 RECONCILIATION OF SUMMARISED FINANCIAL INFORMATIONNet asset at 01.01 3 153 2 539 5 472 4 882 290 239 Profit for the period 846 679 809 924 39 7 Net assets of acquired associates/capital increase 132 57 Convertion KRW to USD and EUR to USD (143) (236) (59)Other comprehensive income (1) 11 13 (4)Transactions with non controlling interests 5 (2) 2 (4) (4)Dividend (359) (63) (164) (110) (18) (5)Net assets at 31.12 3 644 3 153 5 987 5 472 380 290 WWH share 1 380 1 194 659 602 135 91 Goodwill and other intangible assets 17 18 8 7 Currency (1) (1) (9) (6)Fair value adjustment vessels and goodwill * (43) (48)Carrying value at 31.12 1 337 1 146 675 620 135 93 The information above reflects the 100% amount presented in the financial statements of the associates, adjusted for differences in accounting policies between the group and the associates. The group’s share of profit, after tax from joint ventures and associates is recognised in the income statement as financial income. All joint ventures and associates are equity consolidated. * The share price and market value of Wallenius Wilhelmsen ASA (WAWI) at the merger (April 2017) was lower than book value of equity in WAWI.. The group market value of the investment in Wallenius Wilhelmsen ASA at 31 December 2023 was USD 1 408 million (2022: USD 1 575 million). WAWI is a separately listed company on Oslo Børs. The market capitalisation of its shares at year end is 5% higher (2022: 38% higher) than the carrying amount of the investment, as accounted for under the equity method. The group has not identified any impairment indicators for the investment. The group market value of the investment in Hyundai Glovis at 31 December 2023 was USD 610 million (2022: USD 538 million). The shares have historically traded at or below a market capitalization to book value of equity ratio of 1 without this indicating a significant decline of the asset’s value. Value in use calculations prepared by management of Hyundai Glovis indicate that the recoverable amount is higher than the Hyundai Glovis’ carrying amount for key assets. The higher underlying value of the share is supported by external market analysts. Based on this, the recoverable amount attributable to the shares in Hyundai Glovis is assessed to be higher than the group’s carrying amount. USD mill 2023 2022 RECONCILIATION OF THE GROUP’S INCOME STATEMENT AND BALANCE SHEETShare of profit from joint ventures 7 8 Share of profit from associates 424 390 Share of profit from joint ventures and associates 431 397 Share of equity from joint ventures including net excess value 100 104 Share of equity from associates including net excess value 2 147 1 859 Share of equity from joint ventures and associates including net excess value 2 247 1 962 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 40 Note 5 Principal subsidiaries Business office country Nature of business Proportion of ordinary shares directly held by parent (%) Proportion of ordinary shares held by the group (%) Maritime ServicesWilhelmsen Maritime Services AS Norway Maritime services 100.00% 100.00%Wilhelmsen Ships Service AS Norway Maritime products and services 100.00%Wilhelmsen Port Services AS Norway Port services 100.00%Wilhelmsen Ship Management Holding AS Norway Ship management 100.00%Wilhelmsen Chemicals AS Norway Manufactoring 100.00% New EnergyWilhelmsen New Energy AS Norway New energy investments 100.00% 100.00%NorSea Group AS Norway Infrastructure and supply services 98.96% Strategic Holdings and InvestmentsTreasure ASA Norway Investment 78.68% 78.68%Wilh. Wilhelmsen Holding Invest Malta Ltd Malta Investment 100.00% 100.00% The group’s principal subsidiaries at 31 December 2023 are set out above. Unless otherwise stated, they have 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 headquarter of subgroups. During 2023 the group acquired the subsidiary Navadan A/S through business combination, reported under the Maritime Services segment. The investment cost, net after cash in new subsidaries was USD 11 million. During 2022 the group acquired the subsidiaries Strømme AS and Vopak Agencies B.V through business combinations, both reported under the Maritime Services segment. The group increased it’s ownership in Vikan Næringspark AS from 50% to 100%, reclassifying the company from joint venture to subsidiary, reported under the New Energy segment. None of the new subsidiaries are considered to be a principal subsidiary. The investment cost, net after cash in new subsidiaries was USD 37 million. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 41 Note 6 Employee benefits USD mill Note 2023 2022 Payroll (278) (247)Payroll tax (36) (30)Pension cost 11 (23) (18)Other remuneration (50) (47)Total employee benefits (387) (341) 2023 2022 Number of employees: Group companies in Norway 1 217 1 121 Group companies abroad 4 099 3 910 Seagoing personnel Ship Management 11 340 10 868 Total employees 16 656 15 899 Average number of employees 16 278 15 682 EXPENSED AUDIT FEE USD mill 2023 2022 FINANCIAL REPORTING PRINCIPLES Employee benefits include wages, salaries, social security contributions, sick leave, parental leave and other employee benefits. The benefits are recognised in the period in which the associated services are rendered by the employees. For cash–settled payments/bonus plans and other cash-settled payments, a liability equal to the portion of services received is recognised at fair value determined at each balance sheet date. Statutory audit (2) (3)Tax advisory fee (1)Other assurance services (1)Total expensed audit fee (3) (4)The fees above cover the group expenses to all external auditors and tax advisors. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 42 Note 7 Tangible and intangible assets Properties: 10-50 years Vessels: 25 years Other tangible assets: 3-10 years FINANCIAL REPORTING PRINCIPLES The group uses the cost method for property, plant and equipment. Tangible assets are depreciated over the following expected useful lives: TANGIBLE ASSETS USD mill Properties Vessels Other tangible assets Total tangible assets 2023 Cost at 01.01 692 226 918 Acquisition 16 23 40 Business combinations 3 3 Reclass/disposal 33 (7) 26 Currency translation differences (14) 1 (13)Cost at 31.12 730 243 973 Accumulated depreciation and impairment at 01.01 (206) (89) (295)Depreciation/amortisation (18) (11) (29)Reclass/disposal (36) 7 (29)Impairment (1) (1)Currency translation differences 3 1 4 Accumulated depreciation and impairment at 31.12 (258) (92) (350)Carrying amounts at 31.12 472 151 623 2022 Cost at 01.01 601 35 229 866 Acquisition 23 23 46 Business combinations 140 140 Reclass/disposal (33) (16) (49)Currency translation differences (73) (3) (10) (86)Cost at 31.12 692 226 918 Accumulated depreciation and impairment at 01.01 (207) (23) (93) (323)Depreciation/amortisation (19) (1) (9) (29)Reclass/disposal (1) 22 5 26 Currency translation differences 22 2 8 32 Accumulated depreciation and impairment at 31.12 (206) (89) (295)Carrying amounts at 31.12 486 137 623 Economic lifetime 10-50 years 25 years 3-10 years Depreciation schedule Linear Linear Linear Climate related considerations Physical climate risk such as changes to weather patterns and severity of rain, flooding, wind and other climate related events are taken into consideration when assessing the useful life of assets. The group has not identified material assets to have significantly shorter life due to climate related risks. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 43 Cont. note 7 Tangible and intangible assets Goodwill: Indefinite life Software and licenses: 3-5 years Other intangible assets: 5-10 years FINANCIAL REPORTING PRINCIPLES The group uses the cost method for intangible assets. Amortisation of intangible fixed assets is based on the following expected useful lives: INTANGIBLE ASSETS USD mill Goodwill Software and licences Other intangible assets Total intangible assets 2023 Cost 01.01 112 37 52 201 Acquisition 3 3 Business combinations 17 (8) 10 Reclass/disposal (1) (4) 2 (3)Currency translation differences (2) (1) (3)Cost at 31.12 126 35 46 207 Accumulated amortisation and impairment 01.01 (24) (29) (19) (73)Amortisation/impairment (4) (3) (8)Reclass/disposal 3 5 (4) 4 Currency translation differences 1 Accumulated amortisation and impairment 31.12 (22) (28) (26) (75)Carrying amounts 31.12 104 7 20 132 The group recognised goodwill of USD 17 million in 2023. USD 9 million was recognised from the acquisition of Navadan and USD 8 million was reclassified from other intangible asset to goodwill related to the acquisition of Vopak in December 2022. 2022 Cost 01.01 123 36 34 193 Acquisition 3 1 3 Business combinations 1 2 21 23 Currency translation differences (11) (3) (4) (18)Cost at 31.12 112 37 52 201 Accumulated amortisation and impairment 01.01 (13) (26) (19) (57)Business combinations (2) (2)Amortisation/impairment (13) (4) (2) (19)Currency translation differences 1 2 2 5 Accumulated amortisation and impairment 31.12 (24) (29) (19) (73)Carrying amounts 31.12 88 8 33 129 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 44 Cont. note 7 Tangible and intangible assets Impairment testing of goodwill Goodwill is mainly related to the Maritime Services segment (USD 102 million). The goodwill figures are originally calculated in NOK and USD (2022: NOK and USD). Goodwill is tested for impairment annually. For the purpose of impairment testing, goodwill is allocated to the respective cash generating units within the various business areas. As of 31 December 2023 management has performed impairment testing for the group’s recognised goodwill. Based on the tests performed, no impairment was recognised in 2023 (2022: USD 13 million). When performing the goodwill impairment test, recoverable amount is calculated using estimated fair value less cost of disposal. In calculating the fair value less cost of disposal, the group considers relevant information generated by market transactions involving similar group of assets, including qualitative and quantitative information. Risks factors related to climate and environmental changes as well as regulatory changes responding to such changes are included in the assessment of the recoverable amount. Such factors are assessed in the same way as other uncertain input factors, impacting cash flow estimates used for the tests. Fair value less cost of disposal has been estimated by using an Enterprise value/ EBITDA multiple (see note 23 for definition of the terms). The forecasted EBITDA is based on historical levels for EBITDA in each CGU. The multiples are estimated to be in the range of 6 - 9, which management believes is a fair estimate of market multiples for the relevant CGU’s. Cash flows were projected based on actual operating results and next year’s forecast. Cash flows based on a 5-year strategy plan period with terminal value (terminal growth rate 1%) were extrapolated using the following key assumptions: The values assigned to the key assumptions represent management’s assessment of future trends in the maritime industry and are based on both external sources and internal sources. No reasonable change in any of the key assumptions on which management has based its determination of the recoverable amount would cause the carrying amount to exceed its recoverable amount as of 31 December 2023. 2023 2022 USD/NOK 10.13 9.84 Multiple 7.5 7.5 Growth rate 1-4% 1-4% Increase in material cost 4-7% 4-7% Increase in pay and other remuneration 3-5% 3-5% Increase in other expenses 3-5% 3-5% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 45 Note 8 Right-of-use assets and lease liabilities FINANCIAL REPORTING PRINCIPLES Identifying a lease At the inception of a contract, the group assesses whether the contract is, or contains a lease. A contract is, or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. For lease contracts containing a non-lease component, the non-lease component is separated and expensed in the income statement based on the relative stand-alone price. If an observable stand-alone price is not readily available, the group estimates this price by the use of observable information. Recognition of leases and exemptions: At the lease commencement date, the group recognizes a lease liability and corresponding right-of-use asset for all lease agreements in which it is the lessee, except for the following exemptions applied: • Short-term leases (defined as 12 months or less) • Low value assets For these leases, the group recognizes the lease payments as other operating expenses in the statement of profit or loss when they incur. Measuring the lease liability: The lease liability is initially measured at the present value of the lease payments for the right to use the underlying asset during the lease term not paid at the commencement date. The lease term represents the noncancellable period of the lease, plus any period covered by an extension option period if the group expects to exercise this option. The group does not include variable lease payments in the lease liability arising from contracted index regulations subject to future events. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications, or to reflect adjustments in lease payments due to an adjustment in an index or rate. Measuring the right-of-use asset The right-of-use asset is initially measured at cost. Subsequent measurements of right-of-use assets follow the same principles as for other non-financial assets, except that the right-of-use asset is depreciated from the commencement date to the earlier of the lease term and the remaining useful life. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 46 Cont. note 8 Right-of-use assets and lease liabilities RIGHT-OF-USE ASSETS The group leases several assets such as buildings, land, machinery, equipment and vehicles. The group’s right-of-use assets are categorised and presented in the table below: USD mill Properties and land Machinery, equipment and vehicles Total 2023 Cost at 01.01 134 15 149 Additions including remeasurements 28 8 36 Reclass/disposal (7) (4) (12)Change of estimates 5 5 Cost at 31.12 160 19 179 Accumulated depreciation and impairment at 01.01 (40) (6) (47)Depreciation (18) (3) (21)Reclass/disposal 3 3 6 Change of estimates (5) (5)Accumulated depreciation and impairment at 31.12 (60) (7) (66)Carrying amount of right-of-use assets at 31.12 100 12 112 USD mill Properties and land Machinery, equipment and vehicles Total 2022 Cost at 01.01 199 15 214 Additions including remeasurements 39 3 42 Reclass/disposal (88) (1) (89)Currency exchange differences (16) (1) (18)Cost at 31.12 134 15 149 Accumulated depreciation and impairment at 01.01 (55) (4) (59)Depreciation (17) (3) (20)Reclass/disposal 27 1 28 Currency exchange differences 4 5 Accumulated depreciation and impairment at 31.12 (40) (6) (47)Carrying amount of right-of-use assets at 31.12 94 9 102 Lower of remaining lease term or economic life 5-12 years 3-8 years Depreciation method Linear Linear Climate related considerations Physical climate risk such as changes to weather patterns and severity of rain, flooding, wind and other climate related events are taken into consideration when assessing the remaining lease term and termination options related to right-of-use assets. The group has not identified material right-of-use assets where reduction in lease term or termination is deemed relevant due to climate related risks. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 47 Cont. note 8 Right-of-use assets and lease liabilities Lease liabilities USD mill 2023 2022 Undiscounted lease liabilities and maturity of cash outflows Less than 1 year (30) (25)1-2 years (24) (21)2-3 years (20) (16)3-4 years (13) (12)4-5 years (11) (8)More than 5 years (81) (45)Total undiscounted lease liabilities at 31.12 (179) (128) USD mill 2023 2022 Summary of the lease liabilities in the financial statements Total lease liabilities 01.01 116 169 Lease liabilities recognised in the year 36 42 Lease liabilities derecognised in the year (5) (61)Cash payments for the principal portion of the lease liability (28) (28)Interest expense on lease liabilities 5 6 Change of estimates (16)Currency exchange differences 1 4 Total lease liabilities at 31.12 125 116 Current lease liabilities 24 23 Non-current lease liabilities 101 93 Total lease liabilities at 31.12 125 116 USD mill 2023 2022 Summary of other lease expenses recognised in income statement Variable lease payments expensed in the period (8) (9)Operating expenses related to short-term leases (including short-term low value assets) (2) (2)Operating expenses related to low value assets (excluding short-term leases included above) (2) (2)Total lease expenses included in other operating expenses (12) (14) The leases do not contain any restrictions on the group’s dividend policy or financing. The group does not have significant residual value guarantees related to its leases to disclose. Practical expedients applied: The group leases personal computers, IT equipment and machinery with contract terms of 1 to 3 years. The group has elected to apply the practical expedient of low value assets and does not recognise lease liabilities or right-of-use assets. The leases are instead expensed when they incur. The group has also applied the practical expedient to not recognise lease liabilities and right-of-use assets for short- term leases, presented in the table above. The group does not have material lease commitments, not yet commenced and therefore not included in the lease liabilities as of 31 December 2023 (2022: USD 0 million) Extension options: The group’s lease of buildings and land have lease terms that varies from 5 years to 99 years, and several agreements involve a right of renewal which may be exercised during the last period of the lease terms. The group assesses at the commencement whether it is reasonably certain to exercise the renewal right. Purchase options: The group leases machinery, equipment and vehicles with lease terms of 3 to 5 years. Some of these contracts include a right to purchase the assets at the end of the contract term. The group assesses at the commencement whether it is reasonably certain to exercise the purchase right. All the options are based on market value. Subleases: The group has subleased an immaterial part of its redundant office buildings, classified as an operating lease. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 48 Note 9 Tax FINANCIAL REPORTING PRINCIPLES Income tax in the income statement consists of current tax, effect of changes in deferred tax/deferred tax assets, and withholding tax incurred in the period. Income tax is recognised in the income statement unless it relates to items recognised directly in equity or other comprehensive income. Current tax: Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantially enacted at the reporting date that will be paid during the next 12 months. Current tax also includes any adjustment of taxes from previous years and taxes on dividends recognised in the 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 income 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. Withholding tax: Withholding tax and any related tax credits are generally recognised in the period they are incurred. OECD Pillar Two model rules The Pillar two model rules, issued by OECD as part of their BEPS project, come into effect from 1 January 2024. On 20 December 2023, the Norwegian parliament approved the legislation, defining the framework for Norwegian ultimate parent entities. The group has assessed the implications of the new legislation, with the resulting estimated financial impact on the group’s income tax being immaterial. Effective from 23 May 2023, the International Accounting Standard Board (the IASB) issued an amendment to IAS 12, with the amendment including a mandatory temporary exemption to the accounting for deferred tax arising from the jurisdictional implementation of the Pillar Two model rules. The group has implemented the mandatory temporary exemption, effective from 1 January 2023. Ordinary taxation The ordinary rate of corporation tax in Norway is 22% of net profit for 2023 (2022: 22%). 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 domiciled in what is considered low tax countries and that are located outside the European Economic Area (EEA), and on share income from companies domiciled outside the EEA in which the company owns less than 10% of the shares.  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% (2022: 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.  Foreign taxes Companies domiciled outside Norway will be subject to local taxation. When dividends are paid, local withholding taxes may be applicable. This generally applies to dividends paid by companies domiciled outside the EEA. USD mill 2023 2022 Allocation of tax expense for the yearPayable tax in Norway (5) (10)Payable tax foreign (17) (16)Change in deferred tax (4) 12 Total tax income/(expense) (27) (13) Reconciliation of actual tax cost against expected tax cost in accordance with the Norwegian income tax rate of 22%Profit before tax 515 440 22% tax (113) (97) Tax effect from: Permanent differences (11) (4)Non-taxable income/ change in market value 7 Share of profit from joint ventures and associates 95 87 Reversal impairment deferred tax asset 7 Withholding tax and payable tax previous year (5) (7)Calculated tax income/(expense) for the group (27) (13)Effective tax rate for the group 5.3% 3.0% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 49 Cont. note 9 Ta x USD mill 2023 2022 Net deferred tax assets Net deferred tax assets at 01.01 44 53 Charged through income statement (4) 12 Charged directly to equity (1) (1)Currency translation differences (2) (7)Acquistion / disposal 2 (14)Net deferred tax assets at 31.12 40 44 Deferred tax assets in balance sheet 51 61 Deferred tax liabilities in balance sheet (12) (17)Net deferred tax assets at 31.12 40 44 USD mill Other Fixed assets Total Deferred tax liabilities At 01.01.2023 (7) (7)Charged through income statement (7) (8) (15)Currency translation differences (4) 2 (2)Acquistion / disposal 2 2 Deferred tax liabilities at 31.12.2023 (11) (11) (22) At 01.01.2022 (4) (4)Charged through income statement 5 5 Charged directly to equity Currency translations 3 3 Acquistion / disposal (11) (11)Deferred tax liabilities at 31.12.2022 (7) (7) USD mill Non current assets and liabilities Current assets and liabilities Tax losses carried forward Current assets and liabilities Tax losses carried forward Deferred tax assets At 01.01.2023 3 (4) 56 (4) 51 Charged through income statement 15 (5) 10 Charged directly to equity (1) (1)Currency translations 1 (1) 1 Deferred tax assets at 31.12.2023 4 11 51 (4) 62 Deferred tax assets At 01.01.2022 4 4 45 4 57 Charged through income statement 2 (5) 13 (3) 8 Charged directly to equity (1) (1)Currency translations (2) (3) (3) (2) (10)Acquistion / disposal (3) (3)Deferred tax assets at 31.12.2022 3 (4) 56 (4) 51 The majority of tax loss carry forward is related to entities in Norway and the United States, without expiration of the tax loss carry forward. Through the acquisition of the external shares in Norsea group, the group reversed the impairment of deferred tax assets in 2022. Temporary differences related to joint ventures and associates are USD nil for the group, since all the units are regarded as located within the area in which the exemption method applies, and there are currently no plans to dispose of any of these companies. The Maritime Services segment will have shares in subsidiaries not subject to the exemption method which could give rise to a tax charge in the event of a sale, where no provision has been made for deferred tax associated with a possible sale or dividend. There are currently no plans to dispose of such companies. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 50 Note 10 Earnings per share Note 11 Pension FINANCIAL REPORTING PRINCIPLES The calculation of basic and diluted earnings per share is based on the income attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding. Own shares shares are not included in the weighted average number of ordinary shares. Weighted average number of diluted and ordinary shares is the same, as the company currently does not have any dilutive instruments. Earnings per share Earnings per share taking into consideration the number of outstanding shares in the period. At 31 December 2023 the company owns 386 300 own shares (nil for 31 December 2022). Total outstanding ordinary shares as of 31 December 2023 are 33 713 700 A-shares and 10 480 000 B-shares. Earnings per share is calculated based on an average of 44 283 425 shares for 2023 and 44 580 000 shares for 2022. See note 11 in the parent accounts for an overview of the largest shareholders at 31 December 2023. Description of the pension scheme The group’s defined contribution pension schemes for Norwegian employees are with financial institutions providing solutions based on investment funds. Subsidiaries outside Norway have separate schemes for their employees in accordance with local rules, and the pension schemes are for the material part defined contribution plans. The group has a supplementary pension plan, a contribution plan for all Norwegian employees with salaries exceeding 12 times the Norwegian National Insurance base amount (G). However, the group still has obligations for some employees related to salaries exceeding 12G mainly financed from operations. In addition, the group has agreements on early retirement. These obligations are mainly financed from operations. The group has obligation towards one employee in the group’s senior executive management. The obligation is mainly covered through group annuity policies in Storebrand. Pension costs and obligations include payroll taxes. No provision has been made for payroll tax in pension plans where the plan assets exceed the plan obligations. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 51 Cont. note 11 Pension USD mill Funded Unfunded 2023 2022 2023 2022 Number of people covered by pension schemes at 31.12 In employment 4 8 5 5 On retirement (inclusive disability pensions) 138 139 23 24 Total number of people covered by pension schemes 142 147 28 29 USD mill Expenses Commitments 2023 2022 31.12.2023 31.12.2022 Financial assumptions for the pension calculations: Discount rate 3.60% 1.80% 3.70% 3.60%Anticipated pay regulation 3.50% 2.25% 3.50% 3.50%Anticipated increase in National Insurance base amount (G) 3.50% 2.25% 3.50% 3.50%Anticipated regulation of pensions 1.70% 0.10% 2.40% 1.70% USD mill 2023 2022 Pension expenses Service cost/ net interest cost (1)Cost of contribution plan (22) (17)Pension expenses (23) (18)Total remeasurements included in OCI (1) 1 USD mill 31.12.2023 31.12.2022 Pension obligations Defined benefit obligation at end of prior year 37 43 Effect of changes in foreign exchange rates (2) (4)Service cost 1 Interest expense 1 1 Benefit payments from plan (2)Remeasurements - change in assumptions 1 (1)Pension obligations at 31.12 37 37 Fair value of plan assets Fair value of plan assets at end of prior year 15 17 Effect of changes in foreign exchange rates (2)Benefit payments from plan (1) (1)Return on plan assets (excluding interest income) (1)Gross pension assets at 31.12 14 15 Defined benefit obligation 37 37 Fair value of plan assets 14 15 Net liability 23 21 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 52 Note 12 Combined items, balance sheet FINANCIAL REPORTING PRINCIPLES Loans and receivables at amortised cost Loans and receivables are non-derivative financial assets with fixed or determinable payments, which are not traded in an active market. Loans and receivables are recognised initially at their fair value plus transaction costs. Accounts payable and other payables Accounts payable and other payables are recognised at the original invoiced amount, where the invoiced amount is considered to be approximately equal to the vale derived if the amortised cost method would have been applied. USD mill Note 2023 2022 OTHER NON CURRENT ASSETS Non current equity investments 18 12 14 Non current loans to associates and joint ventures 18 20 5 Non current loans to others 18 3 3 Non current financial derivatives 18 2 Other non current assets 18 5 6 Total other non current assets 42 28 OTHER CURRENT ASSETS Account receivables 240 241 Prepaid expenses 52 56 Accrued revenue 13 9 Other current assets 17/18 36 42 Total other current assets 342 349 OTHER CURRENT LIABILITIESAccount payables 303 277 Accrued employee benefits 35 31 Other accrued expenses 55 56 Financial derivatives 18 9 Other current liabilities 59 74 Cylinder deposit * 7 115 101 Total other current liabilities 567 547 * Wilhelmsen Maritime Services has cylinders recognised as other tangible asset in the balance sheet, see note 7. The cylinders are valued at USD 111 million (2022: USD 102 million). These cylinders are partly in the group’s own possession and partly on board customers vessels. Most customers have paid a deposit for the cylinders they have onboard their vessels. Provisions in other current liabilities, including cylinder deposit liability, does include some degree of uncertainty due to the nature of the provisions. Provisions are calculated and recognised based on available information and assumptions at the time when the provision is made, and will be updated if needed when new information becomes available. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 53 Note 13 Receivables FINANCIAL REPORTING PRINCIPLES Account receivables and other receivables are recognised at the original invoiced amount, where the invoiced amount is considered to be approximately equal to the value derived if the amortised cost method would have been applied. The group measure expected credit losses at lifetime expected loss allowance for all trade receivables and contract assets, including receivables from lease contracts. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk charateristics and the days past due. The expected loss rates are based on the payment profiles of sales over a period of 36 month before the reporting period and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The group has identified the GDP and the unemployment rate of the countries in which it sells its goods and services to be the most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors. USD mill Current Less than 90 days past due Between 90 and 180 days past due More than 180 days past due 31 December 2023Expected loss rate 0% 6% 13% 49%Gross carrying amount - trade receivables 222 8 11 3 Loss allowance * (1) (1) (1) 31 December 2022 Expected loss rate 0% 16% 13% 44%Gross carrying amount - trade receivables 227 6 8 4 Loss allowance * (1) (1) (2) USD mill 2023 2022 Aging of account receivables past due but not impaired Up to 90 days 7 5 90-180 days 10 7 Over 180 days 1 2 Movements in group provision for impairment of account receivables are as follows Balance at 01.01 4 3 Net provision for receivables impairment 1 Balance 31.12 3 4 Account receivables per segment Maritime Services 177 183 New Energy 63 55 Strategic Holdings and Investments 4 Total account receivables 240 241 * Loss allowance is rounded to nil for trade receivables less than 90 days overdue. See note 18 on credit risk. ACCOUNT RECEIVABLES At 31 December 2023, USD 18 million (2022: USD 14 million) in account receivables had fallen due but not been subject to impairment. These receivables are related to a number of separate customers. Historically, the percentage of bad debts has been low and the group expects the customers to settle outstanding receivables. Receivables fallen due but not subject to impairment have the following age composition: 2023 Account receivables 2022 Account receivables 74% 26% 0% 76% 23% 1% Maritime Services New Energy Strategic Holdings and Investments Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 54 Note 14 Non-current financial assets to fair value Financial assets to fair value are held in subsidiaries with different reporting currency and thereby creating translation adjustments. * The investment in Hyundai Glovis has been restated from fair value through income statement to equity method. The comparative figures are restated. Refer to note 21. FINANCIAL REPORTING PRINCIPLES Management determines the classification of financial assets at their initial recognition, with financial assets held for trading carried at fair value. USD mill 2023 2022 Financial assets to fair value At 01.01 75 105 Acquisition 1 2 Sale during the year (22)Currency translation adjustment through other comprehensive income (5)Change in fair value through income statement 11 (5)Total financial assets to fair value at 31.12 87 75 Financial assets to fair value Qube Holdings Limited 55 45 Australian PE funds 19 21 Other 12 8 Total financial assets to fair value at 31.12 87 75 Qube Holdings Limited is Australia’s largest integrated provider of import and export logistics services, and listed on the Australian Securities Exchange (ASX). As per 31 December 2023 the group held 25 million shares, 1.4% of total (2022: 25 million shares, 1.4% of total). The shares in Qube Holdings Limited serve as collateral for a credit facility. See note 17. Note 15 Inventories FINANCIAL REPORTING PRINCIPLES Inventories of purchased goods and work in progress are valued at cost in accordance with the weighted average cost method. USD mill 2023 2022 InventoriesRaw materials 9 7 Goods/projects in process 2 3 Finished goods/products for onward sale 110 104 Total inventories at 31.12 121 114 Obsolescence allowance, deducted above 3 3 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 55 Note 16 Current financial investments The fair value of all equity securities, bonds and other financial assets is based on their closing prices in an active market. FINANCIAL REPORTING PRINCIPLES Current financial investments consists of financial assets held for trading. Derivatives are also placed in this category unless designated as hedges. USD mill 2023 2022 Market value current financial investments Equities 88 71 Bonds 36 33 Total current financial investments at 31.12 124 104 USD mill 2023 2022 The net unrealised gain at 31.12 13 6 The parent company’s portfolio of equities and bonds of USD 124 million is held as collateral within a securities’ finance facility. See note 17. The portfolio’s strategy and mandate is set by the parent company’s Board of Directors and consists of a benchmark of 50%/50% share of investment grade bonds and Nordic equities, with a trading mandate within certain set limits with regards to equity/bond allocation, portfolio weight, and currency exposure. Reporting is provided monthly to group CEO/CFO and quarterly to parent company’s Board of Directors. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 56 Note 17 Interest-bearing debt and undrawn credit facilities FINANCIAL REPORTING PRINCIPLES Loans are recognised at fair value when the proceeds are received, net of transaction costs. In subsequent periods, loans are stated at amortised cost using the effective interest method. USD mill Note 2023 2022 Interest-bearing debtBank and mortgages loan 483 538 Lease liabilities 125 116 Total interest-bearing debt 18 608 654 USD mill Note 2023 2022 Book value of collateral, mortgaged and leased assets: Financial assets to fair value, current financial investments 1 211 150 Assets in the New Energy segment 834 849 Total book value of collateral, mortgaged and leased assets 1 045 999 The groups bank and mortages loan facilities are held in the Maritime Services segment and the New Energy segment, amounting to USD 175 million and USD 308 million per 31 December 2023. The loan facilitiy in the Maritime Services segment matures in 2027. The New Energy debt comprise two loan facilities, where the primiary facility, amounting to USD 294 million per 31 December 2023, matures in 2027. The group refinanced its current interest-bearing debt during 2022. Loan agreements entered into by the group contain financial covenants relating to liquidity, leverage and value-adjusted equity. The group was in compliance with all covenants at 31 December 2023. The parent company’s portfolio of financial investments is held as collateral within a securities’ finance facility. The overview above shows the actual maturity structure, with the amount due in year one as the first year’s instalment classified under other current liabilities. USD mill Note 2023 2022 Repayment schedule for interest-bearing debt Due in year 1 51 88 Due in year 2 19 17 Due in year 3 28 22 Due in year 4 435 24 Due in year 5 and later 76 503 Total interest-bearing debt 18 608 654 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 57 Cont. note 17 Interest-bearing debt and undrawn credit facilities USD mill Note 2023 2022 The group net interest-bearing debt Non current interest-bearing debt 456 473 Non current lease liabilities 101 93 Current interest-bearing debt 27 65 Current lease liabilities 24 23 Total interest-bearing debt 608 654 Cash and cash equivalents 224 163 Current financial investments 16 124 104 Net interest-bearing debt 260 386 USD mill 2023 2022 Guarantee commitments Guarantees for group companies 15 18 Bank guarantees 20 Payroll tax guarantees 5 4 Total 40 22 The carrying amounts of the group’s bank loans are denominated in the following currencies USD 175 188 NOK 294 336 DKK 14 15 Total 483 538 See otherwise note 18 for information on financial derivatives (currency hedges) relating to interest-bearing debt. * Liquid investments are investment grade bonds and liquid equities traded in active markets. These assets are held at fair value recognised through the income statement. ** Interest-bearing debt is exposed to movements in floating interest rates in USD and NOK. Material parts of the interest rate risk in the NOK-denominated debt is hedged within the New Energy segment. USD mill 2023 2022 Net debt Cash and cash equivalents 224 163 Liquid investments * 124 104 Borrowings - repayable within one year (51) (88)Borrowings - repayable after one year (557) (566)Net debt (260) (386) Cash and cash equivalents and liquid investments 349 267 Gross debt - variable interest rates ** (608) (654)Net debt (260) (386) Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 58 USD mill Liabilities from financing activities Finance leases due within 1 year Finance leases due after 1 year Borrow. due within 1 year Borrow. due after 1 year Total financing activities Total interest-bearing debt at 31.12.2022 23 93 65 473 654 Reclass 19 (19) (2) 2 Cash flows (27) (41) (31) (99)Business combinations 2 2 Foreign exchange adjustments 1 (2) (8) (10)Other non-cash movements 10 26 7 19 62 Total interest-bearing debt at 31.12.2023 24 101 27 456 608 Total interest-bearing debt at 01.01.2022 30 139 270 203 642 Reclass (2) 2 8 (8)Cash flows (5) (23) (200) 218 (10)Business combinations 1 (5) 72 68 Foreign exchange adjustments (2) (12) (5) (28) (47)Other non-cash movements 1 (14) (3) 16 Total interest-bearing debt at 31.12.2022 23 93 65 473 654 Cont. note 17 Interest-bearing debt and undrawn credit facilities Cash and cash equivalents, undrawn credit facilities The group has cash pool arrangements within each segment. Each cash pool arrangement is considered as one financial instrument and the net balance against the bank is presented as cash and cash equivalents. Wilh. Wilhelmsen Holding ASA (Strategic Holdings and Investments segment) owns and operates a multicurrency cash pool with a header-account in NOK, comprising of subsidiaries registered in Norway. Wilhelmsen Maritime Services AS (Maritime Services segment) owns and operates a multicurrency cash pool with a header-account in USD, comprising of subsidiaries in Europe, Asia-Pacific and North America. NorSea Group AS (part of the New Energy segment) owns and operates a multicurrency cash pool with a header-account in NOK, comprising of subsidiaries in Norway, Denmark, Germany and the United Kingdom. USD mill 2023 2022 Committed undrawn credit facilities 321 172 USD mill 2023 2022 Cash and cash equivalents Banks 224 163 Banks 224 163 Committed undrawn credit facilities are key part of the liquidity reserve. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 59 Note 18 Financial risk FINANCIAL REPORTING PRINCIPLES The group uses derivatives to address financial risk. Derivatives are included in current assets or current liabilities, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets or other non-current liabilities as they form part of the group’s long-term economic hedging strategy and are not classified as held for trading.  Derivatives are recognised at fair value on the date a derivative contract is entered into and are revalued on a continuous basis at their fair value.  Derivatives which do not qualify for hedge accounting Most derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instruments which do not qualify for hedge accounting are presented in the income statement as financial income/expense.  Derivatives which do qualify for hedge accounting The group designates certain derivatives as hedges of highly probable forecast transactions (cash flow hedges).  At the date of the hedging transaction, the group documents the relationship between hedging instruments and hedged items, as well as the objective of its risk management and the strategy underlying the various hedge transactions. The group also documents the extent to which the applied derivatives are effective in offsetting changes in fair value or cash flow associated with the hedge items. Such assessments are documented both initially and on an ongoing basis.  The fair value of derivatives used for hedging is shown below. Changes in the valuation of qualified hedges are recognised directly in other comprehensive income until the hedged transactions are realised.  The fair value of financial derivatives traded in active markets is based on quoted market prices at the balance sheet date. The fair value of financial derivatives not traded in an active market is determined using valuation methodology, such as the discounted value of future cash flows. Independent experts verify the value determination for instruments which are considered material. The group has exposure to the following financial risks from its operations: • Market risk • Foreign exchange rate risk • Interest rate risk • Equity market risk • Credit risk • Liquidity risk MARKET RISK The group has established hedging strategies to mitigate risks on material exposures originating from movements in currencies and interest rates. This is compliant with the financial strategy approved by the board of directors. To mitigate risk, the group holds financial instruments for the following purposes: • Financing: to raise finance for the group’s operations or, in the case of short-term deposits, to invest surplus funds. The types of instruments used include bank debt, cash and short-term deposits. • Operational: the group’s activities generate financial instruments, including cash, trade receivables, trade payables and finance advances. • Risk management: to reduce risks arising from the financial instruments described above, including foreign exchange contracts, interest rate swaps and cross- currency interest rate swaps. Changes in the market value of foreign exchange financial derivatives are recognised through the income statement. New Energy segment apply hedge accounting for interest rate hedges where derivatives are recognised in other comprehensive income.  Associates hedge their own exposures. The group records the effects of realised and unrealised changes in financial derivatives held in these entities in accordance with the equity method under “share of profit from joint ventures and associates”. The material associates are Wallenius Wilhelmsen ASA group and Hyundai Glovis group in Strategic Holdings and Investments segment and the joint venture investment Coast Center Base group in New Energy segment. Foreign exchange rate risk The group is exposed to currency risk on revenues and costs in non-functional currencies (transaction risk), and balance sheet items denominated in non-functional currencies (translation risk). The group’s largest foreign exchange exposures are NOK, EUR and SGD - all against USD. TRANSACTION RISK HEDGING (CASH FLOW) The group’s operating segments are responsible for hedging their own material transaction risk. Within Maritime Services, USD/NOK, EUR/USD and USD/SGD exposures are subject to a systematic 3-year rolling hedge program, utilizing a portfolio of currency options and currency forwards. The group target current hedge ratio to be within the interval of 30-70% of future opex. USD/MYR is hedged using currency forwards with maturities up to 12 months. Remaining exposures are non- material and not hedged. TRANSLATION RISK HEDGING (BALANCE SHEET) The group’s policy for mitigating translation risk is to match the denomination currency of assets and liabilities to as large extent as possible. FX SENSITIVITES (TRANSLATION RISK) The group monitors the net exposure and calculates sensitivities on a regular basis, based on average market volatility per currency cross. Sensitivities showing a potential accounting effect below USD 5 million on group level are considered non-material. The sensitivity analysis below shows the impact that a reasonably possible change in foreign exchange rates over a financial year would have on profit after tax and equity, based solely on the group’s foreign exchange risk exposures existing at the balance sheet date. The group has used the observed range of actual historical rates for the preceding one-year period, in determining reasonably possible exchange movements to be used for the current year’s sensitivity analysis. USD mill Note 2023 2022 Currency through Income Statement Included in other financial income/(expenses) Operating currency, net (2) 10 Currency derivatives, realised (3) (3)Currency derivatives, unrealised 10 (9)Net currency items in other financial income/(expenses) 1 (1) (9) Through other comprehensive income Currency translation differences through OCI (15) (99)Total net currency effects (16) (108) Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 60 Cont. note 18 Financial risk For Maritime Services, New Energy and Strategic Holdings and Investments, material translation risks are booked to other comprehensive income due to the functional currency for most of the entities being different from the reporting currency USD. The group’s segments perform sensitivity analyses on the unhedged part of the transaction risk on a regular basis.  The portfolio of derivatives used to hedge the group’s transaction risk (described on the previous page), exhibit the following income statement sensitivity: INTEREST RATE RISK Interest rate risk is identified as the effect on the Group’s future cash flows or fair value of financial instruments when interest rates change. Changes in interest rates expose the Group to changes in the fair value of borrowings subject to fixed interest rates (fair value risk), and changes in future interest payments on borrowings subject to floating interest rates (cash flow risk). The group’s strategy is to hedge material parts of the interest-bearing debt against rising interest rates. As the capital intensity varies across the group’s business segments, which have their own policies on hedging of interest rate risk, hedge ratios vary. The main source of exposure to interest rate risk arises from the risk associated with fair value interest rates. Within Strategic Holdings and Investments and Maritime Services respectively, no interest rate hedging is implemented due to low net interest-bearing debt (NIBD), whereas New Energy have hedged about 40% of its interest-bearing debt (Interest bearing debt of USD 308 million, with hedged amout totalling USD 120 million) as of 31 December 2023. The Group has financial liabilities that are exposed to NIBOR and USD Term SOFR reference rates. The Group has interest-bearing liabilities of USD 175 million that have a USD Term SOFR reference rate. Other interest-bearing debt is primarily linked to NIBOR and NOWA. No date has been set for the transition of NIBOR, however the Group is monitoring the development of the IBOR reform. The risk exposure related to financial instruments as a consequence of the transition is considered to be low. The IBOR reform will not change the risk management strategy. Sustainability-linked loans During the year, the group amended the loan agreements in the Maritime Services and New Energy segment, including sustainability-linked KPIs in the agreements. Based on the annual fulfilment of the KPI targets, the interest rate on the loans may be adjusted up to maximum of +/- 5 basis points. The first measurement period in both agreements is the fiscal year of 2023, with the resulting interest rate adjustment, based on fulfillment of targets, to be conducted in 2024. USD mill Sensitivity (10%) (5%) 0% 5% 10% Income statement sensitivities of economic hedge program Transaction riskUSD/NOK spot rate 9.12 9.62 10.13 10.64 11.14 Income statement effect 14 7 (7) (14)Equity effect 14 7 (7) (14)EUR/USD spot rate 1.00 1.05 1.11 1.16 1.22 Income statement effect (10) (5) 5 10 Equity effect (10) (5) 5 10 USD/SGD spot rate 1.19 1.25 1.32 1.39 1.45 Income statement effect 6 3 (3) (6)Equity effect 6 3 (3) (6) (Tax rate used is 22% that equals the Norwegian tax rate). The average remaining term of the existing total debt portfolio is later than 5 years. The hedges have an average remaining term of later than 5 years. Interest rate sensitivity The group’s interest rate risk originates from differences in duration between assets and liabilities. On the asset side, bank deposits and investments in interest-bearing instruments are subject to risk from changes in the general level of interest rates, primarily in USD and NOK. The group uses the weighted average duration of interest-bearing liabilities, and financial interest rate derivatives to compute the group’s sensitivity towards changes in interest rates. USD mill 2023 2022 Maturity schedule interest rate hedges (nominal amounts)Due in year 1 23 41 Due in year 2 28 Due in year 3 Due in year 4 39 Due in year 5 and later 58 100 Total interest rate hedges 120 169 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 61 Cont. note 18 Financial risk USD mill 2023 2022 Assets Liabilities Assets Liabilities Interest rate derivatives New Energy 2 1 Total interest rate derivatives 2 1 Currency derivatives Maritime Services 10 Total currency derivatives 10 Total market value of financial derivatives 2 2 10 Book value equals market value USD mill Fair value sensitivities of interest rate riskChange in interest rates' level (2%) (1%) 0% 1% 2% Income statement effect (4) (2) 2 4 Equity effect (4) (2) 2 4 USD mill Change in equity prices Change in market value (20%) (10%) 0% 10% 20% Income statement effect (24) (12) 12 24 Equity effect (24) (12) 12 24 (Tax rate used is 22% that equals the Norwegian tax rate) EQUITY MARKET RISK The group holds several assets listed on equity markets as well as a defined portfolio of financial assets for a proportion of the group’s short-term liquidity. The investment portfolio is divided between stocks and bonds, holding positions in various sectors. All investments are concentrated within the Nordic countries and are diversified across more than 30 different companies. The bond positions exclusively fall within the Investment Grade space. Below table summarizes the equity market sensitivity towards the market value of all listed equities held as current financial investments, see note 16. The following sensitivity analysis shows the impact that a reasonably possible change in interest rates over a financial year would have on profit after tax and equity. The impact is determined by assessing the effect of a reasonably possible change in interest rates would have had on interest income and expense and the impact on financial instrument fair values existing at the balance sheet date. The analysis is performed assuming a parallel shift in the relevant interest rate curves of 1%- and 2 %-points. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 62 Cont. note 18 Financial risk CREDIT RISK Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial derivative fails to meet its contractual obligations. The group’s credit risk originates primarily from the account receivables, financial derivatives used to hedge interest rate risk or foreign exchange risk, as well as investments, including bank deposits. TRADE RECEIVABLES The group’s exposure to credit risk on its receivables varies across segments and subsidiaries. Within the Maritime Services and New Energy, the global customer base provides diversification with respect to credit risk on receivables. The segments monitor and manage their respective credit risk on a regular basis. Reference is made to note 13. BANK DEPOSITS AND FINANCIAL DERIVATIVES The group maintains cash management operations and trades financial derivatives with a selection of financially solid banks (as determined by their official credit ratings), limiting the corresponding credit risk. OTHER CREDIT EXPOSURES No material loans or receivables were past due or impaired at 31 December 2023 (analogous for 2022). Guarantees The group’s policy is that no financial guarantees are provided by the parent company. However, financial guarantees are provided within Maritime Services and New Energy. See note 17 for further details. Credit risk exposure The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was as per below table: LIQUIDITY RISK The group’s approach to managing liquidity is to ensure that the group meets its liabilities, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the group’s reputation. The group’s liquidity risk is low in that it holds significant liquid assets in addition to credit facilities with the banks. At 31 December 2023, the group had in excess of USD 404 million (2022: USD 313 million) in cash, investment grade bonds and listed equities (cash and cash equivalents, current financial investments and investment in Qube Holdings Limited), in addition to USD 321 million (2022: USD 172 million) in committed undrawn credit facilities. USD mill Note 2023 2022 Exposure to credit risk Financial derivatives (liability) 12 (9)Account receivables 12 240 241 Bonds 16 36 33 Cash and bank deposits 17 224 163 Total exposure to credit risk 501 429 USD mill Less than 1 year Between 1 and 2 years Between 2 and 5 years Later than 5 years Undiscounted cash flows financial liabilities 2023 Mortgages 14 13 265 14 Finance lease liabilities 24 18 24 59 Bank loan 174 3 Interest due 36 35 67 33 Total undiscounted cash flow financial liabilities 73 67 529 109 Current liabilities (excluding next year's instalment on interest-bearing debt) 477 Total gross undiscounted cash flows financial liabilities 31.12.2023 550 67 529 109 Undiscounted cash flows financial liabilities 2022Mortgages 35 12 25 244 Finance lease liabilities 23 4 20 69 Bank loan 30 2 189 Financial derivatives 10 Interest due 33 33 33 32 Total undiscounted cash flow financial liabilities 132 50 79 535 Current liabilities (excluding next year's instalment on interest-bearing debt) 547 Total gross undiscounted cash flows financial liabilities 31.12.2022 679 50 79 535 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 63 Cont. note 18 Financial risk COVENANTS The group’s bank and lease financing are subject to financial or non-financial covenant clauses related to one or several of the following:  • Limitation on the ability to pledge assets • Change of control • Minimum liquidity • NIBD / EBITDA or equivalent Debt-Service Coverage-Ratios • Loan-to-Value  As of the balance date, the group is not in breach of any financial or non-financial covenants. Covenants are related to the consolidated accounts of Wilhelmsen Maritime Services AS and NorSea Group AS. CAPITAL RISK MANAGEMENT The group’s overall policy is to maintain a strong capital base to maintain investor, creditor and market confidence and to sustain future business development. The board of directors monitors various return metrics, where Return on Equity and dividend levels are predominant. The group seeks to maintain a balance between the potential higher returns stemming from higher levels of financial gearing and the advantages of a strong balance sheet. The financial strategy and setting of thresholds for capital structure, return requirements and risk are revised by the board of directors. FAIR VALUE ESTIMATION The fair value of financial instruments traded in an active market is based on quoted market prices at the balance sheet date. The fair value of financial instruments not traded in an active market (over-the-counter contracts) is based on third party quotes. These quotes use observable market rates for price discovery. Specific valuation techniques used by financial counterparties (banks) to value financial derivatives include:  • Quoted market prices or dealer quotes for similar derivatives. • The fair value of interest rate swaps is calculated as the net present value of the estimated future cash flows based on observable yield curves. • The fair value of interest rate swap option (swaption) contracts is determined using observable volatility, yield curve and time-to-maturity parameters at the balance sheet date, resulting in a swaption premium. Options are typically valued by applying the Black-Scholes model. • The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting value discounted back to net present value. • The fair value of foreign exchange option contracts is determined using observable forward exchange rates, volatility, yield curves and time-to-maturity parameters at the balance sheet date, resulting in an option premium. Options are typically valued by applying the Black-Scholes model. The carrying value less impairment provision of receivables and payables are assumed to approximate their fair values. The group estimates the fair value of financial liabilities for disclosure purposes by discounting the future contractual cash flows at current market interest rates available to the group for similar financial derivatives. USD mill Note Fair value Book value Interest-bearing debt Mortgages 306 306 Finance lease liabilities 125 125 Bank loan 178 177 Total interest-bearing debt 31.12.2023 17 610 608 Mortgages 317 316 Finance lease liabilities 116 116 Bank loan 224 222Total interest-bearing debt 31.12.2022 17 657 654 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 64 Cont. note 18 Financial risk USD mill Level 1 Level 2 Level 3 Total Financial assets to fair value Equities 88 88 Bonds 36 36 Financial derivatives 2 2 Financial assets to fair value 55 8 24 87 Total financial assets 31.12.2023 179 10 24 214 Financial liabilities to fair value Financial derivativesTotal financial liabilities 31.12.2023 Financial assets to fair value Equities 71 71 Bonds 33 33 Financial derivatives 1 1 Financial assets to fair value 45 7 22 75 Total financial assets 31.12.2022 150 8 22 180 Financial liabilities to fair valueFinancial derivatives (10) (10)Total financial liabilities 31.12.2022 (10) (10) The fair value of financial instruments traded in active markets 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 2023 are liquid investment grade bonds and listed equities (analogous for 2022). The fair value of financial instruments not traded in an active market (over-the- counter contracts) are based on third party quotes (Mark-to-Market). These quotes use observable market rates for price discovery. The different techniques typically applied by financial counterparties (banks) were described above. These instruments - FX and IR derivatives - are included in level 2. If one or more of the significant inputs is not based on observable market data, the derivatives is in level 3. USD mill 2023 2022 Changes in level 3 instruments Opening balance 01.01 22 24 Gain/(loss) recognised through income statement 2 (2) Closing balance 31.12 24 22 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 65 Cont. note 18 Financial risk Financial instruments by category USD mill Note Financial assets at amortised cost Fair value through the income statement Total Assets Other non current assets 12 30 12 42 Financial asset to fair value 14 87 87 Current financial investments 16 124 124 Current financial derivatives 12 2 2 Other current assets 12 276 276 Cash and cash equivalent 224 224 Assets at 31.12.2023 531 225 756 USD mill Note Financial assets at amortised cost Fair value through the income statement Total Assets Other non current assets 12 6 14 20 Financial asset to fair value 14 75 75 Current financial investments 16 104 104 Current financial derivatives 12 2 2 Other current assets 12 284 284 Cash and cash equivalent 163 163 Assets at 31.12.2022 453 195 648 Liabilities at fair value through the income statement Other financial liabilities at amortised cost Total Liabilities Non current interest-bearing debt 17 557 557 Current interest bearing liabilities 17 51 51 Other non current liabilities 12 11 11 Other current liabilities 12 477 477 Liabilities at 31.12.2023 11 1 085 1 096 Liabilities at fair value through the income statement Other financial liabilities at amortised cost Total Liabilities Non current interest-bearing debt 17 566 566 Current interest bearing liabilities 17 88 88 Current financial derivatives 12 10 10 Other non current liabilities 12 11 11 Other current liabilities 12 452 452 Liabilities at 31.12.2022 21 1 106 1 127 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 66 Note 19 Related party transactions FINANCIAL REPORTING PRINCIPLES Transactions with related parties include shared services and other services provided by the group. Shared Services are priced in accordance with the principles set out in the OECD Transfer Pricing Guidelines and are delivered according to agreements that are renewed annually. The services are: • Ship management including crewing, technical and management service • Agency services • Freight and liner services • Marine products • Shared services The ultimate owner of the group is Tallyman AS, which controls about 60% of voting shares of the group. Tallyman AS is controlled by Thomas Wilhelmsen. Detailed remuneration discloures are provided in the remuneration report. Detailed remuneration discloures are provided in the remuneration report. Business office, country Ownership Material related parties in the group are:Wallenius Wilhelmsen ASA Norway 37.9%Coast Center Base AS / KS Norway 50.0% USD thousand 2023 2022 KEY MANAGEMENT PERSONNEL COMPENSATIONBase salary 2 086 2 067 Bonus 1 436 3 456 Pension 513 534 Other benefits 341 383 Total 4 376 6 440 USD thousand 2023 2022 OPERATING REVENUE FROM RELATED PARTY Sale of goods and services to joint ventures and associates:WAWI group 22 20 Maritime Services 7 4 New Energy 1 1 Operating revenue from related party 31 25 OPERATING EXPENSES TO RELATED PARTY Purchase of goods and services from joint ventures and associates: Maritime Services (1) (2)New Energy (28) (1)Operating expenses to related party (29) (3) ACCOUNT RECEIVABLES FROM RELATED PARTY Maritime Services 4 12 Account receivables from related party 4 12 ACCOUNT PAYABLES TO RELATED PARTYMaritime Services 4 New Energy 3 6 Account payables to related party 7 6 NON CURRENT ASSETS TO RELATED PARTYMaritime Services 3 New Energy 1 Non current assets to related party 1 3 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 67 Note 20 Subsidiaries with material non-controlling interests * At 31 December 2023 Treasure ASA had nil own shares (31 December 2022 had 2 594 566 own shares) Set out below is the summarised financial information for the subsidiary that has non-controlling interests (NCI) material to the group. The amounts disclosed are 100% and before inter-company eliminations. In 2023, the group changed the classification to consider Hyundai Glovis as an associated company and to recognise the investment according to the equity method. Please refer to note 21 for more information. Business office, country 2023 Voting/control share Treasure ASA * Norway 78.68% USD mill Treasure ASA 2023 2022 Summarised balance sheet Non current assets 675 620 Current assets 4 10 Total assets 680 630 Non current liabilitiesCurrent liabilities 1 Total liabilities 1 Net assets 679 630 Accumulated non-controlling interests (NCI) 145 145 Summarised income statement/OCI Total incomeProfit for the year 84 100 Other comprehensive income (16) (26)Total comprehensive income 68 73 Profit allocated to NCIs 15 16 Dividends paid to NCIs 4 5 Summarised cash flows Net cash flow provided by/(used in) operating activities 13 10 Net cash flow provided by/(used in) investing activitiesNet cash flow provided by/(used in) financing activities (19) (27)Net increase/(decrease) in cash and cash equivalents (5) (17) USD mill 2023 2022 Total allocation to NCIs Profit for the period to material NCIs 18 26 Profit for the period to other immaterial NCIs 3 1 Profit for the period to NCIs 21 27 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 68 Note 21 Change in classification of asset - restated financial figures Change in classification of the group’s investment in Hyundai Glovis Co., Ltd. As of 31 December 2023 the group holds a 78.68% share in the company Treasure ASA, who through the fully owned subsidiary Den Norske Amerikalinje AS holds a 11% share in Hyundai Glovis, a logistics company headquartered in Seoul, Republic of Korea, listed on the Korean Stock Exchange. Hyundai Glovis’ principal activity is logistics and distribution services. The company provides overseas logistics services, including vehicle export logistics, air freight forwarding, ocean freight forwarding and international express service. Hyundai Glovis also has a growing shipping segment with its own fleet of car carriers and bulk carriers. Basis for change in accounting method The group has previously recognised the investment as financial assets to fair value (”FV”) measurement with changes in FV recognised in profit or loss in accordance with IFRS 9 - Financial Instruments. In 2023 the group has changed the classification to consider Hyundai Glovis as an associated company and to recognise the investment according to the equity method in accordance with IAS 28 - Investments in Associates and Joint Ventures, with the group’s share of changes in net assets of Hyundai Glovis reported as share of profit from associates and dividends from associates. This change comes as a result from discussions with Financial Supervisory Authority of Norway (the ”NFSA”). The group received a preliminary notice from the NFSA regarding it’s accounting treatment of the Hyundai Glovis investment in the group’s consolidated financial statements for the period ending 31 December 2021. In the notice, the NFSA has concluded the group has significant influence over Hyundai Glovis, and is therefore required to classify the investment as an associated company, and to measure the investment using the equity method in accordance with IAS 28 Investments in Associates and Joint Ventures. The change in classification should be corrected retrospectivly as an error according to IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors. Presentation of restated comparable amounts Applying IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, the group have in this note presented the restated comparable amounts for each period presented as if the investment in Hyundai Glovis had been recognised in accordance with the equity method, starting from the reporting period beginning 1 January 2022. Impact of the change on accounting method on the group’s consolidated financial statements The impact on the consolidated balance sheet as of 1 January 2022 is a decrease in total equity and retained earnings of USD 27 million, with a decrease of USD 20 million attributable to equity holders of the parent and a decrease of USD 7 million attributable to non-controlling interests. The group’s restated financial statements for the previous period is presented below. RESTATED FINANCIAL FIGURES FOR THE PERIOD ENDING 31 DECEMBER 2022 Income statement and comprehensive income USD mill 2022 2022 2022 as reported adjustments restated Operating profit 83 83 Share of profit from joint ventures and associates 296 102 397 Change in fair value financial assets (50) 46 (5)Other financial income 32 (13) 19 Other financial items (55) (55)Profit before tax 306 134 440 Tax income/(expense) (13) (13)Profit for the period 293 134 427 Profit attributable to the equity holders of the company 296 105 400 Profit/(loss) attributable to non-controlling interests (3) 30 27 Other comprehensive income Comprehensive income from associates 4 1 6 Currency translation differences (73) (26) (99)Other items in other comprehensive income 5 5 Total comprehensive income 229 110 339 Attributable to the equity holders of the company 240 86 326 Attributable to non-controlling interests (11) 23 13 Basic / diluted earnings per share (USD) 6.63 2.35 8.98 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 69 Cont. note 21 Change in classification of asset - restated financial figures RESTATED FINANCIAL FIGURES FOR THE PERIOD ENDING 31 DECEMBER 2022 Balance sheet USD mill 31.12.2021 01.01.2022 01.01.2022 31.12.2022 31.12.2022 31.12.2022 as reported adjustments restated as reported adjustments restated Assets Investments in joint ventures and associates 1 093 556 1 649 1 342 620 1 962 Financial assets to fair value 688 (583) 105 613 (538) 75 Other non current assets 921 921 943 943 Total non current assets 2 702 (27) 2 675 2 898 83 2 981 Total current assets 746 746 730 730 Total assets 3 448 (27) 3 421 3 628 83 3 711 Equity and liabilities Attributable to equity holders of the parent 2 009 (20) 1 989 2 212 66 2 278 Non-controlling interests 221 (7) 214 144 17 160 Total equity 2 230 (27) 2 203 2 355 83 2 438 Total liabilities 1 218 1 218 1 273 1 273 Total equity and liabilities 3 448 (27) 3 421 3 628 83 3 711 Cash flow statement USD mill 2022 2022 2022 as reported adjustments restated Profit before tax 306 134 440 Share of (profit)/loss from joint ventures and associates (296) (102) (397)Changes in fair value financial assets 50 (46) 5 Financial (income)/expenses 23 13 36 Other net cash flow provided by operating activities (19) (19)Net cash provided by operating activities 64 64 Dividend received from joint ventures and associates 37 13 50 Proceeds from dividend and sale of financial investments 66 (13) 53 Other net cash flow provided by investing activities (97) (97)Net cash flow from investing activities 6 6 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 70 Note 22 Contingencies Note 23 Alternative performance measures Note 24 General accounting policies The size and global activities of the group dictate that companies in the group will be involved from time to time in disputes and legal actions. The group is not aware of any financial risk associated with disputes and legal actions which are not largely covered through insurance arrangements. Nevertheless, any such disputes/actions which might exist are of such a nature that they will not significantly affect the group’s financial position. Risks factors related to climate and environmental changes as well as regulatory changes responding to such changes are taken into consideration when assessing the risk of events occurring that could significantly affect the group’s financial position. The group has not identified any material exposure that could significantly affect the group’s financial position. Alternative performance measures This section describes non-GAAP financial alternative performance measures (APM) that may be used in the quarterly and annual reports and related presentations. The following measures are not defined nor specified in the applicable financial reporting framework of IFRS. They may be considered as non-GAAP financial measures that may include or exclude amounts that are calculated and presented according to the IFRS. These APMs are intended to enhance comparability of the results, balance sheet and cash flows from period to period and it is the group’s experience that these are frequently used by investors, analysts and other parties. Internally, these APMs are used by the management to measure performance on a regular basis. The APMs should not be considered as a substitute for measures of performance in accordance with IFRS. EBITDA is defined as Total income (Operating revenue and gain/(loss) on sale of assets) adjusted for Operating expenses. EBITDA is used as an additional measure of operational profitability, excluding the impact from financial items, taxes, depreciation and amortization. EBITDA adjusted is defined as EBITDA excluding certain income and/or cost items which are not regarded as part of the underlying operational performance for the period. The group does not report EBITDA adjusted on a regular basis, but may use it on a case by case basis to better explain operational performance. EBITDA margin is defined as EBITDA as a per cent of of Total income. EBITDA margin adjusted is defined as EBITDA adjusted as a per cent of Total income, with Total income also adjusted for the same income elements as those which have been adjusted for in EBITDA adjusted. EBIT is defined as Total income (Operating revenue and gain/(loss) on sale of assets) less Operating expenses, Other gain/loss and depreciation and amortization. EBIT is used as a measure of operational profitability excluding the effects of how the operations were financed, taxed and excluding foreign exchange gains & losses. EBIT adjusted, EBIT margin and EBIT margin adjusted will, if used, be prepared in the same manner as described under EBITDA. Net interest-bearing debt (NIBD) is defined as total interest bearing debt (Non- current interest-bearing debt and Current interest-bearing debt) less Cash and cash equivalenets and Current financial investments. Equity ratio is defined as Total equity as a percent of Total assets. Enterprise Value (EV) is defined as the market capitalization of a company plus NIBD. EV/EBITDA is derfined as Enterprise Value (EV) divided by EBITDA. SUMMARY OF MATERIAL ACCOUNTING POLICIES This note provides a list of the significant accounting policies adopted in the preparation of theses consolidated financial statements to the extent they are not disclosed separately in the other notes in the consolidated financial statements or in the notes of the financial statements of the parent company. Accounting policies have been consistently applied to all the years presented, unless otherwise stated.   New and amended standards adopted by the group The following are new or amended to standards and interpretations have been issued and become effective during the current period: Amendment to IAS 1 Disclosure of Accounting Policies. The amendment requires an entity to disclose material accounting policy information. The group has assessed the new requirements arising from the amendment and conducted an update of accounting policy information disclosed in the group’s financial statements notes disclosures. Amendment to IAS 12 International Tax Reform – Pillar Two Model rules. The amendment includes a mandatory temporary exception to the accounting for deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules. In addition, the amendment introduces disclosure requirements for affected entities in relation to entities exposure to Pillar Two income taxes arising from that legislation. Refer to Note 9 - Tax for more information. Other new or amended standards and interpretations issued during the current period are not expected to have material impact on the entity in the current or future periods. New standards and interpretations not yet adopted Certain new or amended accounting standards and interpretations have been published that are not mandatory for 31 December 2023 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. FOREIGN CURRENCY TRANSLATION Functional and presentation currency Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The exceptions are investments activity in Malta, where Australian dollar (AUD) is the functional currency and the parent company Wilhelmsen Maritime Services (WMS AS) has US dollar (USD). The consolidated financial statements are presented in USD, rounded off to the nearest whole million. The presentation currency of the separate statements of the parent is NOK which is also its functional currency. The accounts are rounded off to the nearest whole thousand. Translations and balances Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses are presented on a net basis in the income statement, within finance income/expenses. Business combination The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 71 Note 25 Events after the balance sheet date In January 2024, Wilhelmsen Ship Management, a fully owned subsidiary of Wilh. Wilhelmsen Holding ASA together with MPC Capital agreed to acquire 100 % of the company Zeaborn Ship Management. The closing of the transaction is expected for Q1 2024 and is subject to approval by the competent antitrust authorities. No other material events occured between the balance sheet date and the date when the accounts were presented providing new information about the conditions prevailing on the balance sheet date. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ ACCOUNTS AND NOTES – GROUP │ Accounts and notes – parent company │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 72 Accounts and notes – Parent company Wilh. Wilhelmsen Holding ASA parent company Page 75 Income statement Page 75 Comprehensive income Page 75 Balance sheet Page 76 Cash flow statement Page 77 Equity Page 78 Notes Page 79 Auditor’s report Page 96 Responsibility statement Page 101 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 73 People People have always been key to the Wilhelmsen group. An experienced and highly skilled workforce leads to quality, expertise, and value for customers. In addition, a sharp focus on equality, diversity and inclusion and employee development, has and will continue to be the Wilhelmsen way of working. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 74 NOK thousand Note 2023 2022 Operating income 1 34 030 35 343 Operating expenses Employee benefits 2 (94 466) (106 778) Operating expenses 1 (59 474) (53 891) Depreciation, amortisation and impairment 3/4 (7 036) (4 997) Total operating expenses (160 976) (165 666) Operating profit/(loss) (126 946) (130 323) Financial income/(expenses) Net financial income 1/4 2 541 250 704 592 Net financial expenses 1/4 (76 676) (101 875) Financial income/(expenses) 2 464 574 602 717 Profit before tax 2 337 628 472 394 Tax income/(expense) 5 (54 089) 74 552 Profit for the year 2 283 539 546 946 Transfers and allocations To equity 1 664 828 145 726 Proposed dividend 441 937 267 480 Interim dividend paid 176 775 133 740 Total transfers and allocations 2 283 539 546 946 NOK thousand 2023 2022 Profit for the year 2 283 539 546 946 Items that will not be reclassified to the income statement Remeasurement postemployment benefits, net of tax (5 851) 5 789 Total comprehensive income 2 277 689 552 735 Income statement Wilh.Wilhelmsen Holding ASA Comprehensive income Wilh.Wilhelmsen Holding ASA Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 75 NOK thousand Note 31.12.2023 31.12.2022 ASSETS Non current assets Deferred tax assets 5 88 778 141 899 Intangible assets 3 10 329 6 592 Properties and other tangible assets 3 13 377 8 344 Right-of-use assets 4 41 689 46 896 Investments in subsidiaries and associates 6 6 328 989 5 594 516 Financial assets to fair value 7/14 76 075 Sublease receivable 4/15 212 185 246 252 Other non current assets 15 41 048 35 912 Total non current assets 6 812 469 6 080 411 Current assets Current financial investments 8/14 1 263 938 1 024 970 Trade and other receivables 15 102 107 3 425 Sublease receivable 4/15 34 067 32 708 Other current assets 10 69 180 133 727 Cash and cash equivalents 9 636 489 118 308 Total current assets 2 105 782 1 313 137 Total assets 8 918 252 7 393 549 EQUITY AND LIABILITIES Equity Paid-in capital 11 891 600 891 600 Retained earnings and other reserves 6 940 774 5 385 736 Total equity 7 832 374 6 277 336 Non current liabilities Pension liabilities 12 74 417 66 900 Non current lease liabilities 4 253 680 291 917 Total non current liabilities 328 097 358 817 Non current liabilities Public duties payable 5 278 4 853 Trade and other payables 15 9 055 11 079 Current portion of lease liabilities 4/15 38 236 36 517 Other current liabilities 10/15 705 212 704 947 Total current liabilities 757 781 757 396 Total equity and liabilities 8 918 252 7 393 549 Balance sheet Wilh.Wilhelmsen Holding ASA Lysaker, 20 March 2024 The board of directors of Wilh. Wilhelmsen Holding ASA Electronically signed Carl E Steen (chair) Trond Westlie Morten Borge Rebekka Glasser Herlofsen Ulrika Laurin Thomas Wilhelmsen (group CEO) Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 76 NOK thousand Note 2023 2022 Cash flow from operating activities Profit before tax 2 337 628 472 394 Financial (income)/expenses 1 (2 464 574) (602 717) Depreciation, amortisation and impairment 3/4 7 036 4 997 Other (gain)/loss 2 922 Change in net pension asset/liability 16 4 102 Change in working capital 55 017 28 224 Withholding tax (paid)/received 5 682 (7 149) Net cash provided by operating activities (61 273) (100 150) Cash flow from investing activities Dividend/group contribution received from group companies 15 2 197 628 687 195 Investments in tangible and intangible assets 3 (10 598) (6 592) Net proceeds from sale of entity 6 700 Investments in subsidiaries, joint ventures and associates 6 (656 584) (411 729) Repayment of financial sublease 4 32 708 40 356 Loans (to)/from subsidiaries, cash pool 126 603 (101 116) Proceeds from sale of financial investments 263 965 Purchase of current financial investments (146 482) (163 942) Dividend and other financial income received from financial assets 36 186 12 841 Interest received included interest of sublease receivable 1 25 054 15 744 Net cash flow from investing activities 1 605 215 336 722 Cash flow from financing activities Net proceeds from issue of debt after debt expenses 600 000 755 000 Repayment of debt (977 671) (655 000) Repayment of lease liabilities 4 (43 292) (43 901) Interest paid included interest of financial lease debt (10 477) (20 315) Cash from/(to) financial derivatives (44 717) Net purchase of own shares (105 350) Dividend to shareholders (444 255) (312 060) Net cash flow from financing activities (1 025 761) (276 276) Net increase in cash and cash equivalents 518 182 (39 704) Cash and cash equivalents at the beginning of the period 118 308 158 012 Cash and cash equivalents at 31.12 636 489 118 308 Cash flow statement Wilh.Wilhelmsen Holding ASA The company has several bank accounts in different currencies. Unrealised currency effects are included in net cash provided by operating activities. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 77 STATEMENT OF CHANGES IN EQUITY NOK thousand Note Share capital Own shares Retained earnings Total Current year's change in equity Equity 31.12.2022 891 600 5 385 736 6 277 336 Interim dividend paid (176 775) (176 775) Proposed dividend (441 937) (441 937) Purchase of own shares (8 000) (101 500) (109 500) Sale of own shares 274 3 880 4 154 Repayment of previous years dividend 1 407 1 407 Profit for the year 2 283 539 2 283 539 Comprehensive income for the year (5 851) (5 851) Equity 31.12.2023 11 891 600 (7 726) 6 948 500 7 832 374 NOK thousand Note Share capital Own shares Retained earnings Total Current year's change in equity Equity 31.12.2021 891 600 5 234 221 6 125 821 Interim dividend paid (133 740) (133 740) Proposed dividend (267 480) (267 480) Profit for the year 546 946 546 946 Comprehensive income for the year 5 789 5 789 Equity 31.12.2022 891 600 5 385 736 6 277 336 Equity Wilh.Wilhelmsen Holding ASA At 31 December 2023 the company’s share capital comprises 34 000 000 Class A shares and 10 580 000 Class B shares, totalling 44 580 000 shares with a nominal value of NOK 20 each. Class B shares do not carry a vote at the general meeting. Otherwise, each share confers the same rights in the company. In May 2023 the company aquired 400 000 own shares (300 000 A - shares and 100 000 B - shares). In November 2023, a total of 13 700 own A- shares were sold to employees as part of the employee share program. At 31 December 2023 the company had 386 300 own shares (corresponding figures at 31 December 2022 was nil own shares). The proposed dividend for fiscal year 2023 is NOK 10.00 per share. A decision on the proposal will be taken by the annual general meeting on 2 May 2024. Dividend for fiscal year 2022 was NOK 10.00 per share, with NOK 6.00 per share paid in April 2023 and NOK 4.00 per share paid in November 2023. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 78 NOK thousand Note 2023 2022 OPERATING INCOME Other income 1 397 1 137 Income from group companies 15 35 555 34 206 Other gain/(loss) (2 922) Total operating income 34 030 35 343 OTHER OPERATING EXPENSES Expenses to group companies 15 (14 367) (11 962) Communication and IT expenses (6 402) (7 352) External services 2 (22 608) (14 735) Travel and meeting expenses (2 724) (4 445) Marketing expenses (3 537) (2 102) Lease expenses (6 724) (2 332) Other expenses (3 112) (10 963) Total other operating expenses (59 474) (53 891) FINANCIAL INCOME/(EXPENSES) Financial income Investment management 8 160 804 Interest income 8 391 5 493 Interest income financial sublease 10 583 11 904 Dividend/group contribution from associates and subsidiaries 15 2 243 531 687 195 Other financial income 15 117 941 Total financial income 2 541 250 704 592 Financial expenses Investment management 8 (52 211) Interest expenses (10 477) (8 411) Interest expenses financial lease 4 (12 511) (11 903) Other financial expenses 15 (53 688) (29 349) Total financial expenses (76 676) (101 875) Net financial income 2 464 574 602 717 Note 1 Combined items, income statement NOK thousand Note 2023 2022 Payroll (63 888) (82 638) Payroll tax (14 597) (8 811) Pension cost 12 (12 513) (12 576) Other remuneration (3 468) (2 753) Total employee benefits (94 466) (106 778) Average number of employees 30 35 Note 2 Employee benefits Detailed remuneration disclosures are provided in the remuneration report. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 79 NOK thousand 2023 2022 EXPENSED AUDIT FEE (EXCLUDING VAT) Statutory audit (758) (868) Tax advisory fee (2) (29) Other assurance services (419) Total expensed audit fee (1 179) (897) Cont. note 2 Employee benefits Note 3 Intangible and tangible assets NOK thousand Intangible assets Properties Other tangible assets Total 2023 Cost at 01.01 12 976 10 582 9 084 32 642 Additions 5 029 5 510 59 10 598 Reclass (43) (3 386) (3 429) Cost at 31.12 17 962 16 092 5 757 39 811 Accumulated depreciation/amortisation at 01.01 (6 384) (4 714) (6 609) (17 706) Depreciation/amortisation (1 292) (535) (2) (1 828) Reclass 43 3 386 3 429 Accumulated depreciation/amortisation at 31.12 (7 633) (5 248) (3 224) (16 105) Carrying amounts at 31.12 10 329 10 844 2 533 23 705 Depreciation/amortisation intangible and tangible assets (1 828) Depreciation of right-of-use assets (5 207) Total depreciation 2023 (7 036) 2022 Cost at 01.01 6 383 10 582 9 084 26 050 Additions 6 592 6 592 Reclass Cost at 31.12 12 976 10 582 9 084 32 642 Accumulated depreciation/amortisation at 01.01 (6 324) (4 290) (6 448) (17 063) Depreciation/amortisation (59) (423) (160) (643) Reclass Accumulated depreciation/amortisation at 31.12 (6 384) (4 714) (6 609) (17 706) Carrying amounts at 31.12 6 592 5 868 2 475 14 936 Depreciation/amortisation intangible and tangible assets (643) Depreciation of right-of-use assets (4 354) Total depreciation 2022 (4 997) Useful life 3-5 years Up to 25 years 3-10 years Amortisation/depreciation schedule Linear Linear Linear Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 80 Note 4 Right-of-use assets and lease liabilities THE LEASE CONTRACTS The company has leases related to property and land. The main part of the leasing liability refers to headquarter and parking places. The external lease of headquarter is subleased to group company. The right-of-use assets relate to internal lease of the company’s location in Strandveien 20. Summary of the lease liabilities in the financial statements NOK thousand 2023 Lease liability 01.01 328 434 Cash payments for the principal portion of the lease liability (49 028) Interest expense on lease liabilities 12 511 Lease liability 31.12 291 917 2022 Lease liability 01.01 309 495 Cash payments for the principal portion of the lease liability (43 281) Cash payments for the interest portion of the lease liability (13 646) Interest expense on lease liabilities 13 646 Additions and remeasurements 62 099 Change in estimates 120 Lease liability 31.12 328 434 All financial lease is leased from external party Summary of sublease receivable NOK thousand 2023 Sublease receivable 01.01 278 961 Repayment of sublease receivable (32 708) Total financial sublease receivable 31.12 246 252 Non current sublease receivable 212 185 Current sublease receivable 34 067 Total financial sublease receivable 31.12 246 252 2022 Sublease receivable 01.01 273 585 New sublease agreements/change of estimates 45 732 Repayment of sublease receivable (40 356) Total financial sublease receivable 31.12 278 961 Non current sublease receivable 246 252 Current sublease receivable 32 708 Total financial sublease receivable 31.12 278 961 Property including parking places are subleased to the subsidiary WilService AS in 2023 and 2022. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 81 Summary of right of use assets not subleased to subsidiary NOK thousand Note Property 2023 Right-of-use assets at 01.01 62 443 Right-of-use assets cost at 31.12 62 443 Accumulated depreciation at 01.01 (15 548) Depreciation 3 (5 207) Accumulated depreciation at 31.12 (20 755) Carrying amounts 31.12 41 689 2022 Right-of-use assets at 01.01 45 776 Additions and remeasurements 16 368 Change of estimates 300 Right-of-use assets cost at 31.12 62 443 Accumulated depreciation at 01.01 (11 636) Depreciation 3 (4 354) Change of estimates 442 Accumulated depreciation at 31.12 (15 548) Carrying amounts 31.12 46 896 Cont. note 4 Right-of-use assets and lease liabilities Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 82 NOK thousand 2023 2022 Allocation of tax income/(expense) for the year Payable tax/withholding tax 682 (7 149) Change in deferred tax (54 771) 81 701 Total tax income/(expense) (54 089) 74 552 Basis for tax computation Profit before tax 2 337 628 472 394 22% tax (514 278) (103 927) Tax effect from Net permanent differences 459 507 138 236 Withholding tax 682 243 Reversal impairment deferred tax asset 40 000 Current year calculated tax income/(expense) (54 089) 74 552 Effective tax rate 2.3% neg. Deferred tax assets Tax effect of temporary differences Fixtures 1 248 1 728 Current assets and liabilities (814) 1 797 Non current liabilities and provisions for liabilities 37 945 31 903 Tax losses carried forward 50 400 106 470 Deferred tax assets 88 778 141 899 Deferred tax assets Deferred tax asset at 01.01 141 899 61 830 Tax effect of group contribution (45 098) (909) Charge to equity (tax of OCI) 1 650 (1 633) Change of deferred tax through income statement (9 673) 42 610 Reversal of impairment of deferred tax asset 40 000 Deferred tax assets at 31.12 88 778 141 899 Note 5 Tax Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 83 Note 6 Investments in subsidiaries and associates Note 7 Financial assets to fair value FINANCIAL REPORTING PRINCIPLES Shares in subsidiaries, joint ventures and associated companies are presented according to the cost method in the parent company. Group contribution received is included in dividends from subsidiaries. Group contributions and dividends from subsidiaries are recognised in the parent company the year for which they are proposed by the subsidiary to the extent the parent company can control the decision of the subsidiary through its shareholdings on the balance sheet date. Shares in subsidiaries, joint ventures and associates are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may exceed the recoverable amount of the investment. An impairment loss is reversed if the impairment situation is deemed to no longer exist. FINANCIAL REPORTING PRINCIPLES Management determines the classification of financial assets at their initial recognition, with financial assets held for trading carried at fair value. NOK thousand Business office country Voting share/ ownership share 2023 Book value 2022 Book value Associate Wallenius Wilhelmsen ASA Lysaker, Norway 37.9% 1 142 694 1 142 694 Subsidiaries Treasure ASA * Lysaker, Norway 78.7% 1 065 301 1 043 967 Wilhelmsen New Energy AS Lysaker, Norway 100.0% 2 128 714 2 128 714 Wilhelmsen Maritime Services AS Lysaker, Norway 100.0% 1 264 440 1 264 440 WilNor Governmental Services AS ** Lysaker, Norway 51.0% 10 9 499 Wilhelmsen Accounting Services AS *** Lysaker, Norway 0.0% 3 622 Wilh. Wilhelmsen Holding Invest Malta Limited Valetta, Malta 100.0% 700 000 WilService AS Lysaker, Norway 100.0% 1 550 1 550 Wilh. Wilhelmsen Invest AS Lysaker, Norway 100.0% 26 273 23 Wilhelmsen GRC Sdn Bhd Kuala Lumpur, Malaysia 100.0% 8 8 Total investments in subsidiaries and associates 6 328 989 5 594 516 * At 31.12.2023 Treasure ASA had nil own shares (31.12.2022: 2 594 566 own shares) ** Impairment of investment in WilNor Governmental Services AS with NOK 9.489 in 2023 *** Wilhelmsen Accounting Services AS was sold to Wilh. Wilhelmsen Invest AS in 2023 Wilh. Wilhelmsen Holding Invest Malta Limited was bought from Wilhelmsen New Energy in 2023 NOK thousand 2023 2022 Financial assets to fair value At 1 January Acquisition 76 075 Total financial assets to fair value 76 075 Financial assets to fair value Nordic Corporate Bank ASA 76 075 Total financial assets to fair value 76 075 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 84 Note 8 Current financial investments Note 9 Restricted bank deposits and undrawn committed drawing rights NOK thousand 2023 2022 Market value asset management portfolio Equities 891 565 701 333 Bonds 368 937 323 647 Financial derivatives 3 436 (11) Total current financial investments 1 263 938 1 024 970 The fair value of all equity securities, bonds and other financial assets is based on their closing prices in an active market. The net unrealised gain at 31.12 181 006 60 238 The portfolio of financial investments is held as collateral within a securities’ finance facility. See note 13. NOK thousand 2023 2022 Undrawn committed drawing rights Undrawn committed drawing rights for 31 December 1 191 266 666 128 Cash and cash equivalents Banks 636 489 118 308 Total Cash and cash equivalents 636 489 118 308 Restricted bank deposits Banks 17 304 7 026 Total restricted bank deposits 17 304 7 026 WWH ASA is the owner of the cash pool with the Norweigian subsidiaries as participants. Bank balances in subsidiaries are presented as intercompany receivables/payables in the parent financial statements. The cash pool covers following currencies; NOK, USD, EUR, SEK, GBP, JPY, AUD and DKK. There are no credit line related to the cash pool. The parent company has a bank guarantee for the payroll tax. Per 31 December 2023 the guarantee amounted to NOK 20 million (31 December 2022 NOK 10 million). Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 85 Note 10 Current financial investments NOK thousand Note 2023 2022 OTHER CURRENT ASSETS Cash pool intercompany receivables 15 40 863 33 141 Other current assets 11 014 93 560 Resticted bank deposits 9 17 304 7 026 Total other current assets 69 180 133 727 OTHER CURRENT LIABILITIES Next year's instalment on interest-bearing debt 13 300 000 Proposed dividend 441 937 267 480 Cash pool intercompany payables 15 167 466 28 512 Other current liabilities 95 809 108 955 Total other current liabilities 705 212 704 947 The fair value of current receivables and payables is virtually the same as the carried amount, since the effect of discounting is insignificant. Lending is at floating rates of interest. Fair value is virtually identical with the carried amount. See note 14. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 86 Note 11 Equity The largest shareholders at 31 December 2023 Shareholders A shares B shares Total number of shares % of total shares % of voting stock Tallyman AS 20 784 730 2 281 044 23 065 774 51.74% 61.13% Pareto Aksje Norge Verdipapirfond 1 502 898 725 980 2 228 878 5.00% 4.42% Verdipapirfondet Nordea Norge Verdi 318 268 1 069 361 1 387 629 3.11% 0.94% J.P. Morgan SE Nominee 425 784 823 624 1 249 408 2.80% 1.25% Citibank Europe plc Nominee 460 547 348 865 809 412 1.82% 1.35% Intertrade Shipping AS 261 000 527 000 788 000 1.77% 0.77% Citibank Europe plc Nominee 414 438 313 946 728 384 1.63% 1.22% VJ Invest AS 171 941 532 587 704 528 1.58% 0.51% Stiftelsen Tom Wilhelmsen 370 400 236 000 606 400 1.36% 1.09% The Bank Of New York Mellon Nominee 277 836 297 674 575 510 1.29% 0.82% Forsvarets Personellservice 562 300 562 300 1.26% 1.65% J.P. Morgan SE Nominee 126 875 415 630 542 505 1.22% 0.37% Varner Equities AS 108 222 323 520 431 742 0.97% 0.32% Wilh. Wilhelmsen Holding ASA 286 300 100 000 386 300 0.87% 0.84% Salt Value AS 225 462 143 828 369 290 0.83% 0.66% MP Pensjon PK 79 965 276 636 356 601 0.80% 0.24% Clearstream Banking S.A. Nominee 333 701 4 345 338 046 0.76% 0.98% UBS Europe SE Nominee 319 329 319 329 0.72% 0.94% Verdipapirfondet Nordea Avkastning 102 359 165 619 267 978 0.60% 0.30% JPMorgan Chase Bank Nominee 248 356 248 356 0.56% 0.73% Other 6 619 289 1 994 341 8 613 630 19.32% 19.47% Total number of shares 34 000 000 10 580 000 44 580 000 100.00% 100.00% FINANCIAL REPORTING PRINCIPLES Share capital and own shares When the parent company purchases its own shares (treasury shares), the consideration paid, including any attributable transaction costs net of income tax, is deducted from the equity attributable to the parent company’s shareholders until the shares are liquidated or sold. Should such shares subsequently be sold or reissued, any consideration received is included in share capital. Dividend and group contribution in the parent accounts Proposed dividend for the parent company’s shareholders is shown in the parent company account as a liability at 31 December current year. Group contribution to the parent company is recognised as a financial income and current asset in the financial statement at 31 December current year. At 31 December 2023 Wilh. Wilhelmsen Holding ASA had 386 300 own shares (corresponding figure at 31 December 2022 was nil own shares). Shares on foreigners hands At 31 December 2023, 4 679 625 (13.76%) A shares and 2 860 813 (27.04%) B shares were held by foreign shareholders. Corresponding figures at 31 December 2022 were 4 737 284 (17.11%) A shares and 2 891 999 (29.39%) B shares. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 87 Note 12 Pension Number of people covered by pension schemes at 31.12 Funded Unfunded 2023 2022 2023 2022 In employment 1 1 3 2 On retirement (inclusive disability pensions) 4 4 Total number of people covered by pension schemes 1 1 7 6 Financial assumptions for the pension calculations Expenses Commitments 2023 2022 31.12.2023 31.12.2022 Discount rate 3.60% 1.80% 3.70% 3.60% Anticipated pay regulation 3.50% 3.25% 3.50% 3.25% Anticipated increase in National Insurance base amount (G) 6.50% 3.25% 3.50% 3.25% Anticipated regulation of pensions 1.70% 1.50% 2.40% 1.50% NOK thousand 2023 2022 Funded Unfunded Total Funded Unfunded Total Pension expenses Service cost (1 995) (825) (2 820) (2 391) (3 919) (6 310) Net interest cost (358) (1 827) (2 185) (246) (922) (1 168) Cost of defined contribution plan (7 508) (7 508) (5 098) (5 098) Net pension expenses (9 861) (2 652) (12 513) (7 735) (4 841) (12 576) Description of the pension scheme The company’s defined contribution pension schemes for Norwegian employees are with financial institute, similar solutions with different investment funds. The company has “Ekstrapensjon”, a contribution plan for all Norwegian employees with salaries exceeding 12 times the Norwegian National Insurance base amount (G). The contribution plan replaced the company obligations mainly financed from operation. In addition the company has agreements on early retirement. These obligations are mainly financed from operations. The company has obligation towards one employee in the company’s senior executive management. The obligation is mainly covered via group annuity policies in Storebrand. Pension costs and obligations include payroll taxes. No provision has been made for payroll tax in pension plans where the plan assets exceed the plan obligations. The liability recognised in the balance sheet in respect of the remaining defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligations are calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high- quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension obligation. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. Anticipated pay regulation are business sector specific, influenced by composition of employees under the plans. Anticipated increase in G is tied up to the anticipated pay regulations. Anticipated regulation of pensions is determined by the difference between return on assets and the hurdle rate. Actuarial assumptions: all calculations are calculated on the basis of the K2013 mortality tariff. The disability tariff is based on the KU table. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 88 Cont. note 12 Pension NOK thousand 2023 2022 Remeasurements - Other comprehensive income Effect of changes in financial assumptions 5 087 (4 962) Effect of experience adjustments 1 577 (2 195) (Return) on plan assets (excluding interest income) 837 (297) Gross remeasurement (gain) loss included in OCI 7 501 (7 454) Tax effect (1 650) 1 665 Remeasurement (gain) loss recognised in OCI - net of tax 5 851 (5 789) Pension obligations Defined benefit obligation at end of prior year 87 100 88 421 Service cost 2 820 6 030 Interest expense 2 971 1 510 Benefit payments from plan (1 738) (1 704) Effect of changes in financial assumptions 5 087 (4 962) Effect of experience adjustments 1 577 (2 195) Pension obligations 31.12 97 817 87 100 Fair value of plan assets Fair value of plan assets at end of prior year 20 200 18 200 Interest income 786 342 Employer contributions 3 613 1 673 Administrative expenses paid from plan assets (362) (312) Return on plan assets (excluding interest income) (837) 297 Gross pension assets 31.12 23 400 20 200 Other comprehensive income Gross pension other comprehensive income 7 501 (7 454) Tax effect (1 650) 1 640 Net equity effect 5 851 (5 814) Specification of funded and unfunded obligation Defined benefit obligation funded 38 601 31 783 Defined benefit obligation unfunded 59 216 55 317 Fair value of plan assets 23 400 20 200 Net liability 74 417 66 900 Premium payments in 2024 are expected to be NOK 11 million (2023: NOK 10 million). Payments from operations are estimated at NOK 1.8 million in 2024 (2023: NOK 1.7 million). Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 89 Note 13 Interest-bearing debt Note 14 Financial risk NOK thousand 2023 2022 Interest-bearing debt Bank loan 300 000 Total interest-bearing debt 0 300 000 Repayment schedule for interest-bearing debt Due in year 1 300 000 Total interest-bearing debt 0 300 000 Held as collateral within a securities’ finance facility The portfolio of financial investments 1 260 502 1 024 980 The parent company had in addition undrawn revolving facilities at 31 December 2023. The parent company’s financing arrangement provides for customary financial covenants related to minimum liquidity, and minimum value adjusted equity ratio. The company was in compliance with these covenants at 31 December 2023 (analougue for 31 December 2022). FINANCIAL RISK See note 14 to the parent accounts and note 18 to the group accounts for further information on financial risk, and note 17 to the group accounts concerning the fair value of interest-bearing debt. CREDIT RISK Guarantees The group’s policy is that the parent company will not provide any financial guarantees. 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 banks with strong credit ratings. LIQUIDITY RISK The parent’s approach to managing liquidity is to ensure sufficient liquidity to meet its liabilities, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the parent and group’s reputation. The parent’s liquidity risk is considered to be low in the sense that it holds significant liquid assets in addition to undrawn credit facilities. FAIR VALUE ESTIMATION The fair value of financial instruments traded in an active market is based on quoted market prices on the balance sheet date. The fair value of financial instruments not traded in an active market (over-the-counter contracts) are based on third party quotes. Specific valuation techniques used to value financial instruments include: Quoted market prices or dealer quotes for similar instruments. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves. The fair value of interest rate swap option (swaption) contracts is determined using observable yield curve, volatility and time-to-maturity parameters at the balance sheet date, resulting in a swaption premium. The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting value discounted back to present value. The fair value of foreign exchange option contracts is determined using observable forward exchange rates, volatility, yield curves and time-to-maturity parameters at the balance sheet date, resulting in an option premium. The carrying value less impairment provision of receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the company for similar financial instruments. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 90 Cont. note 14 Financial risk NOK thousand Fair value Carrying amount 2023 Interest-bearing debt Bank loan Total interest-bearing debt at 31.12 0 0 2022 Interest-bearing debt Bank loan 300 000 300 000 Total interest-bearing debt at 31.12 300 000 300 000 The fair value of financial instruments traded in active markets is based on closing 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 fair value of financial instruments not traded in an active market is determined by using valuation techniques. These valuation techniques use observable market data where available and rely as little as possible on entity specific estimates. These instruments are included in level 2. Instruments included in level 2 are FX and IR derivatives. If one or more of significant valuation inputs is not based on observable market data, the instruments are included in level 3. Total financial instruments and short term financial investments NOK thousand Note Level 1 Level 2 Level 3 Total balance 2023 Financial assets to fair value through income statement – Bonds 368 937 368 937 – Equities 891 565 891 565 – Financial derivatives 3 436 3 436 – Financial assets to fair value 7 76 075 76 075 Total assets 31.12 1 260 502 3 436 76 075 1 340 014 2022 Financial assets to fair value through income statement – Bonds 323 647 323 647 – Equities 701 333 701 333 – Financial derivatives (11) (11) Total assets 31.12 1 024 980 (11) 1 024 970 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 91 Financial instruments by category NOK thousand Note Financial assets at amortised cost Fair value through income statement Total 2023 Assets Sublease receivable non current 4 212 185 212 185 Other non current assets 41 048 41 048 Financial assets to fair value 7 76 075 76 075 Current financial investments 8 1 260 502 1 260 502 Financial derivatives 8 3 436 3 436 Sublease receivable 4 34 067 34 067 Other current assets 171 287 171 287 Cash and cash equivalent 9 636 489 636 489 Assets at 31.12.2023 1 095 077 1 340 014 2 435 090 Note Other financial liabilities at amortised cost Fair value through income statement Total Liabilities Property lease liabilities non current 4 253 680 253 680 Current portion of property lease liabilities 4 38 236 38 236 Other current liabilities 10 705 212 705 212 Liabilities 31.12.2023 997 128 997 128 NOK thousand Note Financial assets at amortised cost Fair value through income statement Total 2022 Assets Sublease receivable non current 4 246 252 246 252 Other non current assets 35 912 35 912 Current financial investments 8 1 024 980 1 024 980 Financial derivatives 8 (11) (11) Sublease receivable 4 32 708 32 708 Other current assets 137 152 137 152 Cash and cash equivalent 9 118 308 118 308 Assets at 31.12.2022 570 332 1 024 970 1 595 302 Note Other financial liabilities at amortised cost Fair value through income statement Total Liabilities Property lease liabilities non current 4 291 917 291 917 Current interest-bearing debt 13 300 000 300 000 Current portion of property lease liabilities 4 36 517 36 517 Other current liabilities 10 404 947 404 947 Liabilities 31.12.2022 1 033 380 1 033 380 Cont. note 14 Financial risk See note 18 to the group financial statement for further information about the group risk factors. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 92 Note 15 Related party transactions The ultimate owner of Wilh. Wilhelmsen Holding ASA is Tallyman AS, which controls about 60% of voting shares of the group. Tallyman AS is controlled by Thomas Wilhelmsen. Detailed remuneration discloures are provided in the remunertation report. WWH ASA delivers services to other group companies, primarily human resources, communication and treasury (“Shared Services”). In accordance with service level agreements, WilService AS delivers in-house services such as canteen, post, switchboard and rent of office facilities, Wilhelmsen Global Business Services delivers accounting services and IT to WWH. Generally, Shared Services 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. Shares owned or controlled by related party of Wilh. Wilhelmsen Holding ASA at 31 December 2023 Name A shares B shares Total number of shares % of total shares % of voting stock Thomas Wilhelmsen - group CEO 20 834 524 2 288 210 23 122 734 51.87% 61.28% NOK thousand 2023 2022 KEY MANAGEMENT PERSONNEL Short-term employee benefits 23 104 24 086 Key management personnel compensation 23 104 24 086 NOK thousand Note 2023 2022 OPERATING REVENUE FROM GROUP COMPANIES WAWI group 3 369 2 815 Maritime Services 10 109 10 120 New Energy 14 189 2 138 Strategic Holdings and Investments 7 888 19 133 Operating revenue from group companies 1 35 555 34 206 OPERATING EXPENSES TO GROUP COMPANIES Maritime Services (8 456) (3 178) Strategic Holdings and Investments (5 911) (8 784) Operating expenses to group companies 1 (14 367) (11 962) FINANCIAL INCOME FROM GROUP COMPANIES WAWI group 1 446 039 221 364 Maritime Services 267 508 300 000 New Energy 386 099 7 222 Strategic Holdings and Investments 160 547 175 401 Financial income from group companies 2 260 193 703 987 FINANCIAL EXPENSES TO GROUP COMPANIES Maritime Services (261) (45) New Energy (1 466) (105) Strategic Holdings and Investments (1 295) (5 360) Financial expenses to group companies (3 022) (5 509) Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 93 Cont. note 15 Related party transactions NOK thousand Note 2023 2022 ACCOUNT RECEIVABLES AND ACCOUNT PAYABLES WITH RELATED PARTY Account receivables Maritime Services 1 119 4 189 New Energy 542 Strategic Holdings and Investments 186 Account receivables from group companies 1 305 4 731 Account payables Maritime Services (8) (642) Strategic Holdings and Investments (111) (722) Account payables to group companies (118) (1 365) Cash pool receivables New Energy 34 033 15 884 Strategic Holdings and Investments 6 830 17 257 Cash pool receivables from group companies 10 48 863 33 141 Cash pool payables Maritime Services (1 020) (1 572) New Energy (148 478) (26 579) Strategic Holdings and Investments (17 969) (361) Cash pool payables to group companies 10 (169 466) (28 512) NON CURRENT LOAN TO GROUP COMPANIES Strategic Holdings and Investments 41 048 35 912 Non current loan to group companies 41 048 35 912 CURRENT LOAN TO GROUP COMPANIES New Energy 100 996 26 281 Current loan to group companies 100 996 26 281 NON CURRENT SUBLEASE TO GROUP COMPANIES Strategic Holdings and Investments - Wilservice AS 212 185 246 252 Non current sublease to group companies 4 212 185 246 252 CURRENT SUBLEASE TO GROUP COMPANIES Strategic Holdings and Investments - Wilservice AS 34 067 32 708 Current sublease to group companies 4 34 067 32 708 Note 16 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. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 94 Partnerships Since 1861, Wilhelmsen’s strong partnerships have been key to performance, growth, and new markets. Close and trusted partners are the reason Wilhelmsen continues to shape the maritime industry. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 95 Auditor’s Report To the General Meeting of Wilh. Wilhelmsen Holding ASA Independent Auditor’s Report Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Wilh. Wilhelmsen Holding ASA, which comprise: ● the financial statements of the parent company Wilh. Wilhelmsen Holding ASA (the Company), which comprise the balance sheet as at 31 December 2023, the income statement, comprehensive income, equity and cash flow statement for the year then ended, and notes to the fin ancial statements, including a summary of significant accounting policies, and ● the consolidated financial statements of Wilh. Wilhelmsen Holding ASA and its subsidiaries (the Group), which comprise the balance sheet as at 31 December 2023, the income statement, comprehensive income, equity and cash flow statement for the year then ended, and notes to the financial statements, including material accounting policy information. In our opinion ● the financial state ments 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 2023, and its financial performance and its cash flows for the year then ended in accordance with simplified application of international accounting standards according to section 3-9 of the Norwegian Accounting Act, and ● the consolidated financial statements give a true and fair view of the financial posi tion of the Group as at 31 December 2023, 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 Audi t 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 evide nce 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 the Company for 14 years from the election by the general meeting of the shareholders on 25 February 2010 for the accounting year 2010. Key Audit Matters Key audit matters are those matters that, in our profession al 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. The Group’s business activities are largely unchanged compared to last year. We have not identified regulatory changes, transactions or other event that qualified as new Key Audit Mat ters for our audit of the 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 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 96 Auditor’s Report 2023 financial statements. Furthermore, Revenue from contracts with customers has the same characteristics and risks as in the prior year, and therefore continues to be an area of focus this year. Key Audit Matters How our audit addressed the Key Audit Matter Revenue from contracts with customers R evenue from contracts with customers in the M aritime Services and New Energy segments was U SD 733 million and USD 290 million respectively f or the year ended 31 December 2023. W e have focused on revenue from contracts with c ustomers because of the significant amounts i nvolved, and because of the inherent risk of e rrors when a business handles multiple revenue s treams that consist of large numbers of t ransactions that add up to material amounts. F urther, the inherent risk of errors increases from t he complexity that sometimes accompanies the r equired application of management j udgment, particularly in determining the t ransaction price and deciding when p erformance obligations are satisfied. W e refer to note 3 Revenue from contracts with c ustomers, where management explains the v arious revenue streams and how they are a ccounted for under IFRS 15 - Revenue from c ontracts with customers and IFRS 16 - L eases. Here, management also explains t he different performance obligations, measuremen t o f the transaction price and whether income should b e recognized net or gross. W e obtained and studied management’s a ccounting policy to assess it against relevant I FRSs. We discussed with management how the s pecific requirements of the standards, in particular I FRS 15 – Revenue from contracts with customers, w ere met. We found that we were able to agree w ith management about their accounting policies a nd that their assessments were reasonable. T o assess the accuracy of recorded revenues, we t ested, on a sample basis, each revenue stream t owards information such as contract terms, i nvoices, and bank payments. We found that the r evenue was recorded accurate and in accordance w ith underlying documentation. F urther, to assess the determined transaction p rices, we obtained an understanding of the price f or services and products, including discounts and c ustomer bonus through interviews with m anagement, walkthroughs, and review of process d escriptions. In addition, we obtained and read a s election of customer contracts to u nderstand whether the determined prices were in a ccordance with the contract terms. We found no s ignificant deviations in management's a ssessments. T hrough interviews with management and review o f a selection of sales documentation, such as c ustomer contracts and invoices, we obtained an u nderstanding of assumptions applied by m anagement in deciding when performance o bligations were satisfied. We found that m anagement’s assumptions were reasonable. W e compared the related disclosures in note 3 to t he financial statements for the Group to the r equirements of the applicable financial reporting f ramework, IFRS. We found that the disclosure a ppropriately explained the revenue from contracts w ith customers and lease revenue. 2 / 5 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 97 Auditor’s Report 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 n or 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 obtaine d 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 con sistent with the financial statements and ● contains the information required by applicable statutory requirements. Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate Governance and Corporate Social Responsibility. 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 simp lified application of international accounting standards according to the Norwegian Accounting Act section 3-9, 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 and using 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 cons idered 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 pr ocedures 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 3 / 5 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 98 Auditor’s Report 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 inade quate, 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 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 aud it 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, actions taken to eliminate threats or safeguards applied. 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 cons equences 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 Wilh. Wilhelmsen Holding ASA, we have performed an assurance engagement to obtain reasonable assurance about whether the financial statements included in the ann ual report, with the file name Wilhelmsen Holding-2023-12-31-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 4 / 5 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 99 Auditor’s Report 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 complianc e with the ESEF regulation. This responsibility comprises an adequate process and such internal control as management determines is necessary. Auditor’s Responsibilities For a description of the auditor’s responsibilities when performing an assurance engagement of the ESEF reporting, see: https://revisorforeningen.no/revisjonsberetninger Oslo, 20 March 2024 PricewaterhouseCoopers AS Thomas Fraurud State Authorised Public Accountant (This document i s signed electronically) 5 / 5 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 100 Responsibility statement We confirm, to the best of our knowledge, that the condensed set of financial statements for the period 1 January to 31 December 2023 have been prepared in accordance with current applicable accounting standards and give a true and fair view of the group 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, 20 March 2024 The board of directors of Wilh. Wilhelmsen Holding ASA Electronically signed Carl E Steen (chair) Trond Westlie Morten Borge Rebekka Glasser Herlofsen Ulrika Laurin Thomas Wilhelmsen (group CEO) Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ ACCOUNTS AND NOTES – PARENT COMPANY │ Corporate structure Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 101 Corporate structure Wilh. Wilhelmsen Holding group main structure Page 104 Strategic Holdings and Investments segment Page 105 Maritime Services segment Page 106 New Energy segment Page 114 Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTURE Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 102 Governance Wilhelmsen has strong corporate governance practices. The well- defined governance structure and clear policies and procedures that are crafted from long-term strategies, ensure ethical and transparent operations, and create a robust governing structure for long-term resilience. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTURE Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 103 At 31 December 2023 Corporate structure WWH group Wilh. Wilhelmsen Holding ASA, Norway Wallenius Wilhelmsen ASA, Norway 37.87% Treasure ASA, Norway 78.68% Wilhelmsen Maritime Services AS, Norway Wilhelmsen New Energy AS, Norway Maritime Services Segment New Energy Segment For group company list sorted by segment and business area see below list Group management team Bjørge Grimholt (Executive vice president Maritime Services) Jan Eyvin Wang (Executive vice president New Energy) Thomas Wilhelmsen (group CEO) Christian Berg (group CFO) Benedicte Teigen Gude (Chief of Staff) Unless otherwise stated, the company is wholly-owned. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTURE Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 104 Strategic Holdings and Investments segment Wilh. Wilhelmsen Holding ASA, Norway Wallenius Wilhelmsen ASA 37.87% Treasure ASA 78.68% Den Norske Amerikalinje AS Hyundai Glovis Ltd Republic of Korea 11.00% WilNor Governmental Services AS 100% ) Olavsvern Group AS 66% Wilh. Wilhelmsen Invest AS Wilh. Wilhelmsen Holding Invest Malta Ltd Wilhelmsen GRC Sdn.Bhd. Malaysia WilService AS Wilhelmsen Invest Infrastructure AS Unless otherwise stated, the company is wholly-owned. ) 51% owned by Wilh Wilhelmsen Holding ASA and 49% of the shares are owned by NorSea Group Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTURE Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 105 Maritime Services Wilhelmsen Maritime Services AS, Norway Maritime Services Company name Country Ownership % Wilhelmsen Maritime Services Wilhelmsen Global Business Services Sdn. Bhd. Malaysia 100.00% Wilhelmsen Insurance Services AS Norway 100.00% Wilhelmsen Maritime Services AS Norway 100.00% Wilhelmsen Chemicals AS Norway 100.00% Wilhelmsen Global Business Services AS Norway 100.00% Wilhelmsen Maritime Services Invest AS Norway 100.00% C-Loop AS Norway 100.00% Consigli Portuali AS Norway 100.00% WavesApp AS Norway 100.00% Ceataec AS Norway 100.00% Marine Supply System AS Norway 100.00% Wilhelmsen Business Service Center Sp z o.o. Poland 100.00% Denholm Port Services Limited United Kingdom 40.00% Wilhelmsen Ship Management Wilhelmsen Ship Management Holding AS, Norway Wilhelmsen Ships Service Wilhelmsen Ships Service AS, Norway Wilhelmsen Port Services Wilhelmsen Port Services AS, Norway Wilhelmsen Global Business Services Wilhelmsen Global Business Services AS, Norway For group company list sorted by segment and business area see below list. Wilhelmsen Chemicals AS, Norway Wilhelmsen Insurance Services AS, Norway Denholm Port Services Ltd 40%, UK Unless otherwise stated, the company is wholly-owned. Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTURE Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 106 Cont. Maritime Services Company name Country Ownership % Wilhelmsen Ship Management Wilhelmsen Ship Management Serviços Marítimos do Brasil Ltda. Brazil 100% Wilhelmsen Marine Personnel d.o.o. Croatia 100% Diana Wilhelmsen Management Limited Cyprus 50% Barber Ship Management Germany GmbH & Co. KG Germany 80% Verwaltung Wilhelmsen Ahrenkiel GmbH Germany 100% Wilhelmsen Ahrenkiel Ship Management GmbH & Co. KG Germany 50% Wilhelmsen Marine Personnel Germany GmbH & Co. KG Germany 100% Wilhelmsen Marine Personnel Germany Verwaltungs GmbH Germany 100% Barklav (Hong Kong) Limited Hong Kong 50% BWW LPG Limited Hong Kong 49% Wilhelmsen Marine Personnel (Hong Kong) Limited Hong Kong 100% Wilhelmsen Ship Management Limited Hong Kong 100% WSM Global Services Limited Hong Kong 100% Wilhelmsen Marine Personnel D.O.O. Hungary 100% Wilhelmsen Ship Management (India) Private Limited India 100% Wilhelmsen Ship Management Korea Ltd Korea, Republic of 100% Wilhelmsen Ship Management Sdn Bhd Malaysia 100% RightProc Sdn. Bhd. Malaysia 100% Wilhelmsen Ahrenkiel Ship Management B.V Netherlands 50% Wilhelmsen Marine Personnel (Norway) AS Norway 100% Wilhelmsen Ship Management (Norway) AS Norway 100% Wilhelmsen Ship Management Holding AS Norway 100% WSM Invest AS Norway 100% Hecla Emissions Management AS Norway 50% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTURE Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 107 Cont. Maritime Services Company name Country Ownership % Wilhelmsen Ship Management OOPS (Panama) S.A Panama 100% Wilhelmsen-Smith Bell Manning, Inc Philippines 25% * Wilhelmsen Marine Personnel Sp. z o.o. Poland 100% Barklav S.R.L. Romania 50% Wilhelmsen Ship Management Singapore Pte Ltd. Singapore 100% RightProc Pte.Ltd Singapore 100% Wilhelmsen Ship Management Denizcilik Ve Ticaret Anonim Sirketi Turkey 100% Wilhelmsen Marine Personnel (Ukraine) Ltd Ukraine 100% Wilhelmsen Ship Management (USA), Inc. United States 100% Wilhelmsen Port Services Wilhelmsen Ships Service Algeria S.P.A. Algeria 49.00% * Cargomax Pty Ltd Australia 100.00% Hunter Marine Holdings Pty Ltd Australia 80.00% Hunter Marine Surveyors Pty Ltd Australia 80.00% Wilhelmsen Port Services (Australia) Pty Ltd Australia 100.00% WLB Shipping Pty. Ltd. Australia 100.00% WWHI Property Australia Pty Ltd Australia 100.00% Almoayed Wilhelmsen (Ltd) W.L.L Bahrain 40.00% * Wilhelmsen Port Services Antwerp N.V. Belgium 100.00% Wilhelmsen Port Services Belgium N.V Belgium 100.00% Wilhelmsen Port Services Brasil Ltda Brazil 100.00% Wilhelmsen Port Services Bulgaria Ltd Bulgaria 100.00% Wilhelmsen Huayang Ships Service (Beijing) Co., Ltd. China 50.00% Wilhelmsen Huayang Ships Service (Shanghai) Co. Ltd. China 49.00% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTURE Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 108 Cont. Maritime Services Company name Country Ownership % Wilhelmsen Port Services Barwil Arabia Shipping Agencies SAE Egypt 50.00% * Barwil Egytrans Shipping Agencies S.A.E. Egypt 49.00% * Scan Arabia Shipping Agencies S.A.E. Egypt 49.00% Auxiliaire Maritime SAS France 100.00% Wilhelmsen Marine Products France SAS France 100.00% Tbilisi Dry Port LLC Georgia 55.00% Wilhelmsen Ships Service Georgia Ltd Georgia 50.00% Wilhelmsen Port Services Germany GmbH Germany 100.00% Wilhelmsen Port Services Hamburg GmbH Germany 100.00% Wilhelmsen Port Service (Gibraltar) Limited Gibraltar 100.00% Wiltrans (Gibraltar) Limited Gibraltar 100.00% Wilhelmsen Port Service (Gibraltar) Limited Greece 100.00% Wilhelmsen Port Services (Hong Kong) Limited Hong Kong 100.00% Wilhelmsen Port Services India Private Limited India 100.00% Barwil For Maritime Services Co. Ltd. Iraq 100.00% Iraqi-Norwegian Co For Marine Navigation & Maritime Services Ltd Iraq 100.00% Wilhelmsen Port Services Japan Co., Ltd. Japan 100.00% Wilhelmsen Port Services (Japan) Pte. Ltd. - Japan Branch Japan 100.00% Wilhelmsen Ships Service Ltd. (Kenya) Kenya 100.00% Wilhelmsen Hyopwoon Port Services Ltd Korea, Republic of 50.00% Alghanim Wilhelmsen Shipping Co.W.L.L Kuwait 49.00% Wilhelmsen Freight & Logistics Sdn Bhd Malaysia 100.00% Wilhelmsen Port Services Malaysia Sdn Bhd Malaysia 100.00% Wilhelmsen Ships Service Holdings Sdn. Bhd. Malaysia 100.00% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTURE Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 109 Cont. Maritime Services Company name Country Ownership % Wilhelmsen Port Services Wilhelmsen Ships Service Malta Limited Malta 100.00% Wilhelmsen Ships Service (Mozambique), Limitada Mozambique 100.00% Diize B.V. Netherlands 50.00% Wilhelmsen Port Services Holding B.V. Netherlands 100.00% Wilhelmsen Port Services Rotterdam B.V. Netherlands 100.00% Wilhelmsen Port Services Terneuzen B.V. Netherlands 100.00% Wilhelmsen Port Services Amsterdam B.V. Netherlands 100.00% Wilhelmsen Port Services Limited New Zealand 100.00% Wilhelmsen Port Services AS Norway 100.00% Wilhelmsen Port Services Norway AS Norway 100.00% Wilhelmsen Towell Co. L.L.C. Oman 60.00% Wilhelmsen Port Services, S.A. Panama 100.00% Intertransport Air Logistics, S.A. Panama 100.00% Lowill S.A. Panama 100.00% Scan Cargo Services S.A. Panama 100.00% Transcanal Agency, S.A. Panama 100.00% Wilhelmsen-Smith Bell (Subic), Inc. Philippines 50.00% Wilhelmsen-Smith Bell Shipping, Inc. Philippines 40.00% * Wilhelmsen Port Services Sp. z o.o. Poland 100.00% Argomar - Navegacao e Transportes, S.A. Portugal 100.00% Perez Torres Portugal Lda Portugal 50.00% Wilhelmsen Port Services Portugal S.A. Portugal 100.00% Wilhelmsen Ships Service QFZ LLC Qatar 100.00% Wilhelmsen Ships Service Qatar Ltd. Qatar 0.00% * Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTURE Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 110 Cont. Maritime Services Company name Country Ownership % Wilhelmsen Port Services Wilhelmsen Port Services Romania S.R.L. Romania 100.00% Wilhelmsen Ships Service OOO Russian Federation 100.00% Wilhelmsen Port Services (S) Pte. Ltd. Singapore 100.00% Wilhelmsen Port Services Global Pte. Ltd. Singapore 100.00% Wilhelmsen Port Services (Japan) Pte. Ltd. Singapore 100.00% Barwil (South Africa) Pty Ltd South Africa 100.00% Krew-Barwil (Pty) Ltd. South Africa 49.00% Wilhelmsen Port Services South Africa (Pty) Ltd South Africa 100.00% Wilhelmsen Port Services Spain S.L Spain 100.00% Wilhelmsen Port Service Canarias SA Spain 100.00% Ocean Shipping Co. Ltd Sudan 0.00% * Wilhelmsen Port Services Sweden AB Sweden 50.00% Wilhelmsen Port Services (Taiwan) Inc. Taiwan (Province of China) 100.00% Wilhelmsen Ships Service Limited [Tanzania] Tanzania, United Republic of 49.00% * Wilhelmsen Port Services (Thailand) Ltd. Thailand 49.00% * Wilhelmsen Denizcilik Hizmetleri Ltd. Sti Turkey 100.00% Wilhelmsen Ships Service Ukraine Ltd. Ukraine 100.00% Triangle Shipping Agencies LLC United Arab Emirates 49.00% * Wilhelmsen Marine Products LLC -Abu Dhabi United Arab Emirates 49.00% * Wilhelmsen Port Services LLC United Arab Emirates 50.00% * Wilhelmsen Port Services LLC - Fujairah United Arab Emirates 42.50% Wilhelmsen W P S Dubai Port Services LLC United Arab Emirates 49.00% * Barwil Abu Dhabi Ruweis L.L.C. United Arab Emirates 0.00% * Wilhelmsen Port Services, Inc. United States 100.00% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTURE Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 111 Cont. Maritime Services Company name Country Ownership % Wilhelmsen Port Services Wilhelmsen Sunnytrans Co., Ltd Vietnam 49.00% International Shipping Co. Ltd. Yemen 0.00% * Wilhelmsen Ships Service Wilhelmsen Ships Service Argentina S.A. Argentina 100.00% Wilhelmsen Port Services Belgium N.V Belgium 100.00% Wilhelmsen Ships Service do Brasil Ltda. Brazil 100.00% Wilhelmsen Ships Service Bulgaria Ltd Bulgaria 100.00% Wilhelmsen Ships Service Inc. (Canada) Canada 100.00% Wilhelmsen Ships Service (Chile) S.p.A. Chile 100.00% Wilhelmsen Ships Service Co., Ltd. (China) China 100.00% Wilhelmsen Ships Service Cyprus Ltd Cyprus 100.00% Wilhelmsen Ships Service A/S Denmark 100.00% ShipDan ApS Denmark 100.00% Navadan A/S Denmark 100.00% Wilhelmsen Ships Service LLC - Free Zone Egypt 100.00% Wilhelmsen Ships Service Oy Ab Finland 100.00% Wilhelmsen Marine Products France SAS France 100.00% Wilhelmsen Ships Service GmbH Germany 100.00% Wilhelmsen Ships Service Hellas S.A. Greece 100.00% Wilhelmsen Marine Products India Private Limited India 100.00% Wilhelmsen Ships Service S.p.A. Italy 100.00% Wilhelmsen Ships Service Co. Ltd (Japan) Japan 100.00% Wilhelmsen Ships Service Co., Ltd (S.Korea) Korea, Republic of 100.00% Wilhelmsen Ships Service Trading Sdn. Bhd. Malaysia 100.00% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTURE Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 112 Cont. Maritime Services Company name Country Ownership % Wilhelmsen Ships Service Unitor De Mexico, S.A. de C.V. Mexico 100.00% Wilhelmsen Ships Service B.V. Netherlands 100.00% Wilhelmsen Marine Products Contracting AS Norway 100.00% Wilhelmsen Ships Service AS Norway 100.00% Wilhelmsen Ships Service, S.A. Panama 100.00% Wilhelmsen Ships Service Philippines Inc. Philippines 100.00% Wilhelmsen Ships Service Polska Sp. z o.o. Poland 100.00% Havtec Pte. Ltd. Singapore 100.00% Unitor Cylinder Pte. Ltd. Singapore 100.00% Wilhelmsen Ships Service (S) Pte. Ltd. Singapore 100.00% Timm Slovakia s.r.o Slovakia 100.00% Wilhelmsen Ships Service Spain S.A. Spain 100.00% Wilhelmsen Ships Service AB Sweden 100.00% Wilhelmsen Lojistik Hizmetleri Ticaret Ltd. Sti Turkey 100.00% Wilhelmsen Ships Service (L.L.C.) United Arab Emirates 49.00% * Wilhelmsen Ships Service AS - Dubai Branch United Arab Emirates 100.00% Wilhelmsen Marine Products LLC – Abu Dhabi United Arab Emirates 49.00% * Wilhelmsen Ships Service Limited (UK) United Kingdom 100.00% Unitor Holding Inc. United States 100.00% Wilhelmsen Ships Service Inc. (USA) United States 100.00% * additional profit share agreement Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTURE Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 113 New Energy Wilh. Wilhelmsen Holding ASA, Norway Wilhelmsen New Energy AS NorSea Wind Holding AS RaaLabs AS 75.1% Topeka Nattruten AS Topeka Hagland Greenbulk AS 50% Topeka MPC Maritime AS 50% Massterly AS 50% Nordlys Studio AS 45.98% Loke Marine Minerals AS 15% Ivaldi Group Inc 10% Reach Subsea ASA 19.18% Edda Wind ASA 25.38% NorSea Group AS 98.96% Topeka Holding AS For group company list sorted by segment and business area see below list *NorSea Wind Holding AS is owned 50% by Wilhelmsen Ship Management Holding AS and NorSea Group. New Energy Company name Country Ownership % Norsea Group (Australia) Pty Ltd Australia 100.00% Norsea Denmark A/S Denmark 100.00% NorSea Denmark Property A/S Denmark 100.00% Norsea Wind A/S Denmark 100.00% NSG Wind A/S Denmark 100.00% Norsea Wind GmBH Germany 100.00% Norsea Wind BV Netherlands 100.00% Energy Innovation Holding AS Norway 50.00% Hammerfest Næringsinvest AS Norway 32.26% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTURE Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 114 New Energy Company name Country Ownership % Maritime Waste Management AS Norway 100.00% Orvikan Eiendom AS Norway 100.00% Polarbase Eiendom AS Norway 97.97% Strandparken Holding AS Norway 50.00% Tangen 7 AS Norway 100.00% Tangen 7 Eiendom AS Norway 100.00% Tangen 7 Invest AS Norway 100.00% Elevon AS Norway 50.00% KONCIV AS Norway 43.10% Norsea Impact AS Norway 100.00% Nsg Maritime AS Norway 85.00% Ventyr Energy AS Norway 50.00% Westport AS Norway 66.67% Westport Bergen AS Norway 100.00% Windworks Jelsa AS Norway 38.52% Norsea Logistics AS Norway 100.00% Norsea Norbase AS Norway 78.95% Norsea Polarbase AS Norway 95.14% OS Expressene AS Norway 100.00% Polar Algae AS Norway 60.02% Polar Lift AS Norway 50.00% Averoy Eiendom AS Norway 100.00% Dusavik Utvikling AS Norway 93.50% Eldøyane Holding AS Norway 50.00% Eldøyane Næringspark AS Norway 50.00% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTURE Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 115 Cont. New Energy Company name Country Ownership % K2 Stavanger AS Norway 13.45% Love Miljøbase AS Norway 33.33% Norsea Eiendom Dusavik AS Norway 100.00% Norsea Eiendom Tananger AS Norway 100.00% Norsea Property AS Norway 100.00% Norsea Tananger 107 AS Norway 100.00% Risavika Eiendom AS Norway 42.00% Risavika Havnering 14 AS Norway 100.00% RTN AS Norway 50.00% Sørsea AS Norway 50.00% Tananger Eiendom AS Norway 100.00% Vestbase Eiendom AS Norway 100.00% Vikan Næringspark Invest AS Norway 100.00% CCB Energy Holding AS Norway 50.00% CCB Holding AS Norway 50.00% CCB Subsea AS Norway 68.00% Coast Center Base AS Norway 50.00% KS Coast Center Base Norway 49.75% Logiteam AS Norway 68.00% Norsea Industrial Holdings AS Norway 100.00% Narvikeiendommen AS Norway 100.00% Nordlys Studio AS Norway 45.98% Edda Wind ASA Norway 25.38% Massterly AS Norway 50.00% Norsea Group AS Norway 98.96% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTURE Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 116 Cont. New Energy Company name Country Ownership % RAA Investment AS Norway 69.87% Raa Labs AS Norway 75.1% Reach Subsea ASA Norway 19.18% Topeka Holding AS Norway 100.00% Topeka MPC Maritime AS Norway 50.00% Topeka Hagland Greenbulk AS Norway 50.00% Topeka Nattruten AS Norway 100.00% Wilhelmsen New Energy AS Norway 100.00% Norsea Offshore Wind I AS Norway 100.00% Norsea Offshore Wind II AS Norway 100.00% Norsea Wind Holding AS Norway 100.00% AQ-Utvikling AS Norway 50.00% Blåse Energy AS Norway 100.00% Finnstadjordet 12 AS Norway 100.00% Elevon AB Sweden 50.00% Norsea 123 Limited United Kingdom 100.00% Norsea UK Ltd United Kingdom 100.00% Norsea Wind Limited United Kingdom 100.00% Key figures │ Content │ Group CEO’s statement │ Directors’ report │ Accounts and notes – group │ Accounts and notes – parent company │ CORPORATE STRUCTURE Wilh. Wilhelmsen Holding ASA Annual report 2023 PAGE 117 Eberlin Photos: Hans Fredrik Asbjørnsen wilhelmsen.com Wilh. Wilhelmsen Holding ASA Phone: (+47) 67 58 40 00 Postal address: PO Box 33, NO-1324 Lysaker, Norway Visiting address: Strandveien 20, NO-1366 Lysaker, Norway Follow us on Twitter | Facebook | LinkedIn | Instagram 54930050TPKOLSE1ZZ712023-01-012023-12-3154930050TPKOLSE1ZZ712022-01-012022-12-3154930050TPKOLSE1ZZ712023-12-3154930050TPKOLSE1ZZ712022-12-3154930050TPKOLSE1ZZ712021-12-3154930050TPKOLSE1ZZ712022-12-31ifrs-full:IssuedCapitalMember54930050TPKOLSE1ZZ712023-12-31ifrs-full:IssuedCapitalMember54930050TPKOLSE1ZZ712023-01-012023-12-31ifrs-full:TreasurySharesMember54930050TPKOLSE1ZZ712023-12-31ifrs-full:TreasurySharesMember54930050TPKOLSE1ZZ712022-12-31ifrs-full:RetainedEarningsMember54930050TPKOLSE1ZZ712023-01-012023-12-31ifrs-full:RetainedEarningsMember54930050TPKOLSE1ZZ712023-12-31ifrs-full:RetainedEarningsMember54930050TPKOLSE1ZZ712022-12-31ifrs-full:EquityAttributableToOwnersOfParentMember54930050TPKOLSE1ZZ712023-01-012023-12-31ifrs-full:EquityAttributableToOwnersOfParentMember54930050TPKOLSE1ZZ712023-12-31ifrs-full:EquityAttributableToOwnersOfParentMember54930050TPKOLSE1ZZ712022-12-31ifrs-full:NoncontrollingInterestsMember54930050TPKOLSE1ZZ712023-01-012023-12-31ifrs-full:NoncontrollingInterestsMember54930050TPKOLSE1ZZ712023-12-31ifrs-full:NoncontrollingInterestsMember54930050TPKOLSE1ZZ712021-12-31ifrs-full:IssuedCapitalMemberifrs-full:PreviouslyStatedMember54930050TPKOLSE1ZZ712021-12-31ifrs-full:IssuedCapitalMember54930050TPKOLSE1ZZ712021-12-31ifrs-full:RetainedEarningsMemberifrs-full:PreviouslyStatedMember54930050TPKOLSE1ZZ712021-12-31ifrs-full:RetainedEarningsMemberifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyAndCorrectionsOfPriorPeriodErrorsMember54930050TPKOLSE1ZZ712021-12-31ifrs-full:RetainedEarningsMember54930050TPKOLSE1ZZ712022-01-012022-12-31ifrs-full:RetainedEarningsMember54930050TPKOLSE1ZZ712021-12-31ifrs-full:EquityAttributableToOwnersOfParentMemberifrs-full:PreviouslyStatedMember54930050TPKOLSE1ZZ712021-12-31ifrs-full:EquityAttributableToOwnersOfParentMemberifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyAndCorrectionsOfPriorPeriodErrorsMember54930050TPKOLSE1ZZ712021-12-31ifrs-full:EquityAttributableToOwnersOfParentMember54930050TPKOLSE1ZZ712022-01-012022-12-31ifrs-full:EquityAttributableToOwnersOfParentMember54930050TPKOLSE1ZZ712021-12-31ifrs-full:NoncontrollingInterestsMemberifrs-full:PreviouslyStatedMember54930050TPKOLSE1ZZ712021-12-31ifrs-full:NoncontrollingInterestsMemberifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyAndCorrectionsOfPriorPeriodErrorsMember54930050TPKOLSE1ZZ712021-12-31ifrs-full:NoncontrollingInterestsMember54930050TPKOLSE1ZZ712022-01-012022-12-31ifrs-full:NoncontrollingInterestsMember54930050TPKOLSE1ZZ712021-12-31ifrs-full:PreviouslyStatedMember54930050TPKOLSE1ZZ712021-12-31ifrs-full:IncreaseDecreaseDueToChangesInAccountingPolicyAndCorrectionsOfPriorPeriodErrorsMemberiso4217:USDiso4217:USDxbrli:sharesiso4217:NOKxbrli:shares

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