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Annual report

2024

Corporate governance report

Group structure

172 Wilh. Wilhelmsen Holding group main structure

173 Strategic Holdings and Investments segment

174 Maritime Services segment

183 New Energy segment

Appendices

188 Appendix 1

Statement on equality and anti-discrimination in compliance with the Norwegian Equality and Anti-discrimination Act

190 Appendix 2

Account of due diligence in accordance with the Norwegian Transparency Act

Content

* The Business and performance chapter and the Sustainability statement jointly cover the Board of directors’ report.

Content │ Wilh. Wilhelmsen Holding ASA Annual report 2024

2

Business and performance

Our business and performance │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Financial results

Group income statement

USD million

2024

2023

Total income

of which operating revenue

of which other income

1,138

1,136

2

1,029

1,027

1

EBITDA

Operating profit/EBIT

159

85

147

88

Share of profit from JVs and associates

472

431

Financial items

of which change in fair value financial assets

of which other financial income/(expenses)

(19)

27

(46)

(4)

11

(15)

Profit before tax/EBT

Tax income/(expense)

538

(20)

515

(27)

Profit for the period

Profit to equity holders of the company

518

498

487

466

EPS (USD)

11.47

10.52

Other comprehensive income

Total comprehensive income

Total comp. inc. equity holders of the company

(213)

305

300

(11)

476

457

Total income for Wilhelmsen was USD 1,138 million in 2024, up 11% from 2023. Income was up for both Maritime Services and New Energy.

EBITDA came in at USD 159 million for the year, up 8%. EBITDA was up for both Maritime Services and New Energy.

EBIT was down for the year mainly due to USD 11 million in total impairment losses in Maritime Services.

Share of profit from joint ventures and associates was USD 472 million for the year, up 10% from USD 431 million one year earlier. The improvement was mainly due to an increase in net profit in Wallenius Wilhelmsen ASA.

The change in fair value financial assets was positive with USD 27 million, up from USD 11 million in 2023. Other financials were a net expense of USD 46 million, including USD 28 million in mainly unrealised currency losses.

Tax was an expense of USD 20 million, mainly related to Maritime Services.

Net profit to equity holders of the company was USD 498 million in 2024, equal to USD 11.47 earnings per share (EPS). This was up from USD 466 million in 2023.

Other comprehensive income was negative with USD 213 million, mainly from currency translation differences related to non-USD entities. Total comprehensive income to equity holders of the company was USD 300 million for the year.

Group balance sheet

Total assets and equity (USD million)

2024

2023

Maritime Services

New Energy

Strategic Holdings and Investments

Elimination

923

745

2,206

(116)

933

852

1,975

(25)

Total assets

3,758

3,735

Shareholders’ equity

Total equity

2,580

2,695

2,332

2,488

Equity ratio

72%

67%

Total assets were USD 3,758 million by the end of 2024, up 1% for the year. Total equity increased with 8% to USD 2,695 million, lifting the equity ratio to 72%.

Investments in associates and shareholders’ equity have been restated from 31 December 2022 due to a change in the accounting treatment of Wallenius Wilhelmsen ASA related to its EUKOR put and call option. The impact on Wilhelmsen’s consolidated balance sheet as of 31 December 2023 is a decrease in investments in joint ventures and associates and in total equity of USD 370 million.

Group cash flow, liquidity, and debt

Cash flow (USD million)

2024

2023

Cash and cash equivalents 1.1

224

163

From operative activities

of which Maritime Services

of which New Energy

other operating activities

96

46

85

(34)

194

105

55

34

From investing activities

of which dividend from JVs and associates

other investing activities

217

311

(94)

63

170

(107)

From financing activities

of which dividend and buybacks parent

of which net debt repayment (excluding leasing)

other financing activities

(382)

(121)

(165)

(96)

(196)

(52)

(72)

(71)

Net cash flow

(69)

61

Cash and cash equivalents 31.12

155

224

The group had cash and cash equivalents of USD 155 million by the end 2024, down from USD 224 million by the end of 2023.

Cash flow from operating activities was USD 96 million in 2024. This is down from USD 194 million in 2023 due to lower cash flow from Marime Services and other operating activites, partly offset by higher cash flow from operating activities in New Energy.

Cash flow from investing activities was USD 217 million, lifted by USD 311 million in dividend from joint ventures and associates. Investments in fixed assets were USD 40 million while investments in subsidiaries, joint ventures and associates totalled USD 55 million in 2024.

Business and performance │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Maritime Services

• Wilhelmsen Maritime Services AS

• Wilhelmsen Ships Service

• Wilhelmsen Port Services

• Wilhelmsen Ship Management

• Wilhelmsen Chemicals

• Wilhelmsen Insurance Services

• Global Business Services

Ships Service

Wilhelmsen Ships Service offers a portfolio of maritime solutions to the merchant fleet.

Total income from Ships Service was USD 508 million in 2024, up 9% from the previous year. Income was lifted by a combination of price increases and higher volumes. Income was up for most product categories including refrigerants, chemicals, and ropes.

Port Services

Wilhelmsen Port Services provides full agency, husbandry, and protective agency services to the merchant fleet.

Total income from Port Services was 162 million in 2024, up 6%. The increase was supported by higher number of vessel appointments and husbandry volumes. Suez transit activities were at a low level during most of the year.

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 147 million in 2024, up 70% from 2023. Income was lifted by USD 54 million in new revenue from the Zeaborn acquisition. Excluding the Zeaborn acquisition, income was up 8%.

On 31 March, Wilhelmsen and MPC Capital completed the acquisition of Zeaborn Ship Management. Technical management is arranged through the established Wilhelmsen Ahrenkiel joint ventures, while crew management is handled by Wilhelmsen. Income from the Zeaborn crewing activities is partly accounted for on a gross basis, lifting the reported total income for Ship Management.

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.

Total income was up for Global Business Services and Wilhelmsen Insurance Services but down for Wilhelmsen Chemicals. 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.

USD million

01.01-

31.12.24

01.01-

31.12.23

Total income

of which NorSea (Energy Infrastructure)

of which other activities/eliminations

303

300

2

291

283

7

EBITDA

EBITDA margin (%)

59

19%

51

17%

Operating profit/EBIT

EBIT margin (%)

28

9%

23

8%

Share of profit/(loss) from associates

of which NorSea (Energy Infrastructure)

of which other activities/eliminations

Financial items

Tax income/(expense)

7

7

(0)

(6)

(2)

10

6

5

(18)

(2)

Profit/(loss)

Profit margin (%)

26

9%

12

4%

Non controlling interests

Profit/(loss) to equity holders of the company

1

26

1

12

Total income for New Energy was USD 303 million in 2024, up 4%. The increase was due to higher income in NorSea.

EBITDA came in at USD 59 million, up 17%. EBITDA was lifted by a combination of higher income and improved operating margin in NorSea.

Share of profit from associates was USD 7 million, down from USD 10 million.

Financial items were an expense of USD 6 million, including a net gain of USD 17 million from change in fair value financial assets offset by total interest expenses of USD 20 million. Tax was an expense of USD 2 million.

Profit to equity holders of the company was USD 26 million in 2024, up from USD 12 million the previous year.

New Energy

• Wilhelmsen N ew Energy AS

• NorSea Group (99.4%)

• Edda Wind ASA (31.0%)

• Reach Subsea ASA (18.4%)

• RaaLabs (75.1%)

• Massterly (50%)

NorSea Group AS

NorSea provides supply bases and integrated logistics solutions to the offshore industry. Wilhelmsen owns 99.4% of NorSea.

Total income for NorSea was USD 300 million in 2024, up 6% from 2023. Income was lifted by increased logistics and property activities at Norwegian offshore bases. Income for the year also included a USD 2 million one-off income related to the success of Ventyr in the SNII offshore wind tender.

Share of profit from joint ventures and associates in NorSea was USD 7 million in 2024.

Business and performance │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Content index of ESRS disclosure requirements

The table below provides a list of material disclosure requirements complied with in preparing the sustainability statement.

List of material disclosure requirements

Page

ESRS 2 - General Disclosures

BP-1 General basis for preparation of the sustainability statement

18

BP-2 Disclosures in relation to specific circumstances

18 to 19

GOV-1 The role of the administrative, management and supervisory bodies

31 to 32

GOV-2 Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies

33

GOV-3 Integration of sustainability-related performance in incentive schemes

Remuneration report

GOV-4 Statement on due diligence

34 to 35

GOV-5 Risk management and internal controls over sustainability reporting

35

SBM-1 Strategy, business model and value chain

24 to 25

SBM-2 Interests and views of stakeholders

26

SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model

29 to 30

IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities

27 to 28

IRO-2 Disclosure Requirements in ESRS covered by the undertaking’s sustainability statement

19 to 23

E1 - Climate change

ESRS 2 GOV-3 E1 Integration of sustainability-related performance in incentive schemes

Remuneration report

E1-1 Transition plan for climate change mitigation

37

ESRS 2 SBM-3 E1 Material impacts, risks and opportunities and their interaction with strategy and business model

37 to 38

ESRS 2 IRO-1 E1 Description of the processes to identify and assess material climate-related impacts, risks and opportunities

27 to 28

E1-2 Policies related to climate change mitigation and adaptation

38

E1-3 Actions and resources in relation to climate change policies

39

E1-4 Targets related to climate change mitigation and adaptation

40

E1-6 Gross Scopes 1, 2, 3 and Total GHG emissions

41 to 43

E2 – Pollution

ESRS 2 IRO-1 E2 Description of the processes to identify and assess material pollution-related impacts, risks and opportunities

27 to 28

E2-1 Policies related to pollution

44

E2-2 Actions and resources related to pollution

44

E2-3 Targets related to pollution

45

E2-5 Substances of concern and substances of very high concern

45

E3 - Water and marine resources

ESRS 2 IRO-1 E3 Description of the processes to identify and assess material water and marine resources-related impacts, risks and opportunities

27 to 28

E4 - Biodiversity and ecosystems

ESRS 2 IRO-1 E3 Description of processes to identify and assess material biodiversity and ecosystem-related impacts, risks dependencies and opportunities

27 to 28

E5 - Resource use and circular economy

ESRS 2 IRO-1 E5 Description of the processes to identify and assess material resource use and circular economy-related impacts, risks and opportunities

27 to 28

E5-1 Policies related to resource use and circular economy

46

E5-2 Actions and resources related to resource use and circular economy

46

E5-3 Targets related to resource use and circular economy

46

E5-4 Resource inflows

47

E5-5 Resource outflows

48

Sustainability statement │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Cont. Content index of ESRS disclosure requirements

The table below provides a list of material disclosure requirements complied with in preparing the sustainability statement.

List of material disclosure requirements

Page

S1 - Own workforce

ESRS 2 SBM-2 S1 Interests and views of stakeholders

26

ESRS 2 SBM-3 S1 Material impacts, risks and opportunities and their interaction with strategy and business model

60 to 61

S1-1 Policies related to own workforce

61

S1-2 Processes for engaging with own workforce and workers' representatives about impacts

62

S1-3 Processes to remediate negative impacts and channels for own workforce to raise concerns

62 to 63

S1-4 Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions

63 to 64

S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

64 to 65

S1-6 Characteristics of the undertaking’s employees

66

S1-7 Characteristics of non-employees in the undertaking’s own workforce

67

S1-8 Collective bargaining coverage and social dialogue

67

S1-9 Diversity metrics

68

S1-10 Adequate wages

68

S1-13 Training and skills development metrics

69

S1-14 Health and safety metrics

69 to 70

S1-16 Remuneration metrics (pay gap and total remuneration)

71

S1-17 Incidents, complaints and severe human rights impacts

71

S2 - Workers in the value chain

ESRS 2 SBM-2 S2 Interests and views of stakeholders

26

ESRS 2 SBM-3 S2 Material impacts, risks and opportunities and their interaction with strategy and business model

72 to 73

S2-1 Policies related to value chain workers

73

S2-2 Processes for engaging with value chain workers about impacts

74

S2-3 Processes to remediate negative impacts and channels for value chain workers to raise concerns

74

S2-4 Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions

74

S2-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

75

G1 - Business conduct

ESRS 2 GOV-1 G1 The role of the administrative, management and supervisory bodies

31 to 32

ESRS 2 IRO-1 G1 Description of the processes to identify and assess business conduct-related material impacts, risks and opportunities

27 to 28

G1-1 Business conduct policies and corporate culture

77

G1-3 Prevention and detection of corruption and bribery

78

G1-4 Incidents of corruption or bribery

78

Entity-specific - Cyber security

ESRS 2 IRO-1 Entity-specific Description of the processes to identify and assess cyber security-related material impacts, risks and opportunities

27 to 28

ESRS 2 MDR-P Entity-specific Policies adopted to manage cyber security

79

ESRS 2 MDR-A Entity-specific Actions and resources in relation to cyber security

79

ESRS 2 MDR-T Entity-specific Targets in relation to cyber security

80

ESRS 2 MDR-M Entity-specific Metrics in relation to cyber security

80

Sustainability statement │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Disclosure requirements that derive from other EU legislation

The table below provides an overview of ESRS data points that derive from other EU legislation, and where this information can be found.

Disclosure requirement and related datapoint

SFDR

reference

Pillar 3

reference

Benchmark

Regulation

reference

EU Climate

Law

reference

Material

(Yes/No)

Page

ESRS 2 GOV-1 Board’s gender diversity paragraph 21 (d)

x

x

Yes

31

ESRS GOV-1 Percentage of board members who are independent paragraph 21 (e)

x

Yes

31

ESRS 2 GOV-4 Statement on due diligence paragraph 30

x

Yes

34 to 35

ESRS 2 SBM-1 Involvement in activities related to fossil fuel activities para- graph 40 (d) i

x

x

x

No

-

ESRS 2 SBM-1 Involvement in activities related to chemical production paragraph 40 (d) ii

x

x

No

-

ESRS 2 SBM-1 Involvement in activities related to controversial weapons paragraph 40 (d) iii

x

x

No

-

ESRS 2 SBM-1 Involvement in activities related to cultivation and production of tobacco paragraph 40 (d) iv

x

No

-

ESRS E1-1 Transition plan to reach climate neutrality by 2050 paragraph 14

x

No

-

ESRS E1-1 Undertakings excluded from Paris-aligned Benchmarks para- graph 16 (g)

x

x

No

-

ESRS E1-4 GHG emission reduction targets paragraph 34

x

x

x

Yes

40 to 43

ESRS E1-5 Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors) paragraph 38

x

No

-

ESRS E1-5 Energy consumption and mix paragraph 37

x

No

-

ESRS E1-5 Energy intensity associated with activities in high climate impact sectors paragraphs 40 to 43

x

No

-

ESRS E1-6 Gross Scope 1, 2, 3 and Total GHG emissions paragraph 44

x

x

x

Yes

41 to 43

ESRS E1-6 Gross GHG emissions intensity paragraphs 53 to 55

x

x

x

Yes

42 to 43

ESRS E1-7 GHG removals and carbon credits paragraph 56

x

No

-

ESRS E1-9 Exposure of the benchmark portfolio to climate-related physical risks paragraph 66

x

No

-

ESRS E1-9 Disaggregation of monetary amounts by acute and chronic phys- ical risk paragraph 66 (a) ESRS E1-9 Location of significant assets at material physical risk paragraph 66 (c).

x

No

-

ESRS E1-9 Breakdown of the carrying value of its real estate assets by ener- gy-efficiency classes paragraph 67 (c).

x

No

-

ESRS E1-9 Degree of exposure of the portfolio to climate-related opportuni- ties paragraph 69

x

No

-

ESRS E2-4 Amount of each pollutant listed in Annex II of the E-PRTR Regula- tion (European Pollutant Release and Transfer Register) emitted to air, water and soil, paragraph 28

x

No

-

ESRS E3-1 Water and marine resources paragraph 9

x

No

-

ESRS E3-1 Dedicated policy paragraph 13

x

No

-

ESRS E3-1 Sustainable oceans and seas paragraph 14

x

No

-

ESRS E3-4 Total water recycled and reused paragraph 28 (c)

x

No

-

ESRS E3-4 Total water consumption in m^3 per net revenue on own opera- tions paragraph 29

x

No

-

ESRS 2- SBM-3 - E4 paragraph 16 (a) i

x

No

-

ESRS 2- SBM-3 - E4 paragraph 16 (b)

x

No

-

ESRS 2- SBM-3 - E4 paragraph 16 (c)

x

No

-

ESRS E4-2 Sustainable land / agriculture practices or policies paragraph 24 (b)

x

No

-

ESRS E4-2 Sustainable oceans / seas practices or policies paragraph 24 (c)

x

No

-

Sustainability statement │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Cont. Disclosure requirements that derive from other EU legislation

The table below provides an overview of ESRS data points that derive from other EU legislation, and where this information can be found.

Disclosure requirement and related datapoint

SFDR

reference

Pillar 3

reference

Benchmark

Regulation

reference

EU Climate

Law

reference

Material

(Yes/No)

Page

ESRS E4-2 Policies to address deforestation paragraph 24 (d)

x

No

-

ESRS E5-5 Non-recycled waste paragraph 37 (d)

x

Yes

48 to 49

ESRS E5-5 Hazardous waste and radioactive waste paragraph 39

x

Yes

48 to 49

ESRS 2- SBM3 - S1 Risk of incidents of forced labour paragraph 14 (f)

x

Yes

60

ESRS 2- SBM3 - S1 Risk of incidents of child labour paragraph 14 (g)

x

Yes

60

ESRS S1-1 Human rights policy commitments paragraph 20

x

Yes

61

ESRS S1-1 Due diligence policies on issues addressed by the fundamental International Labour Organisation Conventions 1 to 8, paragraph 21

x

Yes

61

ESRS S1-1 processes and measures for preventing trafficking in human beings paragraph 22

x

Yes

61

ESRS S1-1 workplace accident prevention policy or management system paragraph 23

x

Yes

61

ESRS S1-3 grievance /complaints handling mechanisms paragraph 32 (c)

x

Yes

62 to 63

ESRS S1-14 Number of fatalities and number and rate of work-related acci- dents paragraph 88 (b) and (c)

x

x

Yes

69 to 70

ESRS S1-14 Number of days lost to injuries, accidents, fatalities or illness paragraph 88 (e)

x

Yes

Omitted as per phase-in provision

ESRS S1-16 Unadjusted gender pay gap paragraph 97 (a)

x

x

Yes

71

ESRS S1-16 Excessive CEO pay ratio paragraph 97 (b)

x

Yes

71

ESRS S1-17 Incidents of discrimination paragraph 103 (a)

x

Yes

71

ESRS S1-17 Non-respect of UNGPs on Business and Human Rights and OECD Guidelines paragraph 104 (a)

x

x

Yes

71

ESRS 2- SBM-3 – S2 Significant risk of child labour or forced labour in the value chain paragraph 11 (b)

x

Yes

72 to 73

ESRS S2-1 Human rights policy commitments paragraph 17

x

Yes

73

ESRS S2-1 Policies related to value chain workers paragraph 18

x

Yes

73

ESRS S2-1 Non respect of UNGPs on Business and Human Rights principles and OECD guidelines paragraph 19

x

x

Yes

73

ESRS S2-1 Due diligence policies on issues addressed by the fundamental International Labour Organisation Conventions 1 to 8, paragraph 19

x

Yes

73

ESRS S2-4 Human rights issues and incidents connected to its upstream and downstream value chain paragraph 36

x

Yes

74

ESRS S3-1 Human rights policy commitments paragraph 16

x

No

-

ESRS S3-1 non-respect of UNGPs on Business and Human Rights, ILO principles or and OECD guidelines paragraph 17

x

x

No

-

ESRS S3-4 Human rights issues and incidents paragraph 36

x

No

-

ESRS S4-1 Policies related to consumers and end-users paragraph 16

x

No

-

ESRS S4-1 Non-respect of UNGPs on Business and Human Rights and OECD guidelines paragraph 17

x

x

No

-

ESRS S4-4 Human rights issues and incidents paragraph 35

x

No

-

ESRS G1-1 United Nations Convention against Corruption paragraph 10 (b)

x

Yes

77

ESRS G1-1 Protection of whistle-blowers paragraph 10 (d)

x

Yes

77

ESRS G1-4 Fines for violation of anti-corruption and anti-bribery laws para- graph 24 (a)

x

x

Yes

78

ESRS G1-4 Standards of anti-corruption and anti- bribery paragraph 24 (b)

x

Yes

78

Sustainability statement │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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1.2 Strategy and

business model

SBM-1 Strategy, business model and value chain

The group operates in the maritime and offshore logistics sectors, with 5,766 employees and a pool of 12,231 seafarers. Employees are based in Europe including the Nordics (55%), Asia Pacific (27%), Africa, Middle East, Black Sea region (13%), and Americas (5%).

Wilhelmsen’s business model is centred around providing essential products and services to the global maritime industry, with a strong focus on innovation and strategic growth. The group operates through three main segments: Maritime Services, New Energy, and Strategic Holdings and Investments. There are no products or services banned in certain markets.

The main activities of the Maritime Services segment are the provision of products and services for the global merchant fleet. This includes offerings such as marine chemicals, gases, ropes, welding, specialty lubricants, cleaning equipment, refrigeration equipment, and various maritime solutions. In addition, the segment’s business units offer port services such as ship agency and husbandry, and ship management including technical management and crewing for all major vessel types, through a worldwide network in 56 countries. The most significant markets and customer groups are vessel or cargo owners and operators in the global maritime sector.

The main activities of the New Energy segment are the operation of supply bases for the offshore industry, and investments in infrastructure, logistics, offshore wind, remote solutions, and digital innovation. The main supply base activity is in Norway, Denmark and the UK. Other activities include offshore wind service and maintenance, subsea projects, real estate development, and operation of properties on and off the supply bases. The most significant customer groups are energy companies and service providers to the offshore energy sector.

The main activities of the Strategic Holdings and Investments segment are related to investments. The two main assets of the segment are the shareholding in Wallenius Wilhelmsen ASA, and the shareholding in Hyundai Glovis, owned through Treasure ASA.

In the group’s upstream value chain, key suppliers and business partners provide raw materials, production processes, finished products, and logistics via various transportation modes (truck, rail, road, sea). The group secures necessary inputs by adhering to responsible procurement practices.

The group recruits and retains employees and seafarers across 56 countries. A global network of manning offices provides a consistent supply of qualified seafarers for the merchant fleet. Employee development is supported through on-the-job training, maintaining a competent and motivated workforce.

The group’s own operations include blending, manufacturing, packaging, warehousing, storage, delivery, maintenance, real estate services, base operations, agency, husbandry, protective agency services, crewing, and technical management of vessels. These activities are carried out globally, with operations in countries such as Norway, Malaysia, Denmark, Singapore, Netherlands, Poland, the United Arab Emirates, and Slovakia.

Downstream activities include the distribution of products, last-mile delivery, use of sold products, and management of waste generated.

The group’s outputs include a range of products and services for the merchant fleet and offshore industry. These outputs aim to provide benefits for customers, investors, and other stakeholders by maintaining safe and compliant operations, enhancing operational efficiency, and managing environmental impacts.

Key business actors in Wilhelmsen’s value chain include tier 1, 2, and 3 suppliers, business partners, and distribution channels. The group maintains relationships with suppliers, sub-contractors, agents, and business partners to ensure the smooth flow of goods and services throughout the value chain. Key customers include vessel or cargo owners and operators in the global maritime sector, and energy companies and service providers to the offshore energy sector.

Sustainability statement │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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SBM-2 Interests and views of stakeholders

Wilhelmsen engages with stakeholders on matters concerning its activities and the broader maritime industry.

The purpose of this engagement is to understand stakeholder expectations and integrate them into the group’s strategy and activities. It also allows Wilhelmsen to communicate decisions and provide explanations for underlying motives. The interests and views of stakeholders are analysed in the group’s annual assessments for employee engagement, climate risks and opportunities, human rights due diligence, and double materiality. The group has considered its impacts on its own workforce in its strategy and implemented requirements in its

Owner’s statement, Code of Conduct and People and workplace standard. The group engages directly with its own workforce on matters related to these policies and acts on breaches or non- compliance allegations brought forward. The group has also considered its impacts on value chain workers in its strategy and implemented a Supplier Code of Conduct. The group engages with suppliers and industry associations on these matters related to this policy and acts on breaches or non- compliance allegations brought forward. Senior executives and the board are informed of stakeholder views and interests through quarterly reporting and annual assessments.

Stakeholders

Type of engagement

Purpose

Outcome

Topics addressed

Employees

Directly with management through individual interactions or group forums, town halls, working environment committees, Works councils, or union representatives.

To understand employee expectations and integrate them into the group's strategy and activities.

Improved employee engagement and alignment with the group's strategic goals.

Working conditions, career development, health and safety, well-being, equality diversity and inclusion.

Seafarers

Individual interactions with crewing office, engagement through pre-joining briefings, vessel visits, vessel inspections, internal and external audits, safety campaigns, and officer and cadet conferences.

To ensure seafarers' well-being, safety, and performance.

Enhanced safety awareness, improved working conditions, and support for seafarers' needs.

Health and safety, working conditions, career development, mental health support, discrimination, harassment, and bullying.

Customers

in the maritime and energy sectors

Direct interaction and participation in multi-stakeholder meetings and industry associations.

To gather customer feedback and ensure customer needs are met.

Enhanced customer satisfaction and engagement.

Product quality, service delivery, customer support, sustainability practices, and product features.

Suppliers of

products and

services globally

Engagement through direct interaction including business reviews and audits, and industry associations.

To ensure the group’s expectations and requirements are clear and address supplier concerns.

Strengthened supplier relationships and sustainable supply chain practices.

Supplier Code of Conduct, supply chain transparency, and environmental impact.

Authorities (local, regional and global)

Participation in national and international multi-stakeholder meetings.

To comply with regulations and collaborate on industry standards.

Compliance with regulatory requirements and contribution to industry standards.

Regulatory compliance, industry standards, and environmental regulations.

Financial institutions

including investors and banking sector

Engagement through direct interaction such as investor meetings, reports, and investor relations

To communicate financial performance and sustainability initiatives.

Increased investor confidence and support.

Financial performance, ESG criteria, remuneration, risk management, and governance.

Local community

individuals and

groups

Participation in multi-stakeholder meetings and direct interaction.

To address community concerns and contribute to local development.

Positive community relations and support for local initiatives.

Community development, environmental impact, and social responsibility.

Non-governmental organisations (local, regional, global)

Engagement through industry associations and multi-stakeholder meetings.

To collaborate on sustainability initiatives and address societal issues.

Effective partnerships and progress on sustainability goals.

Human rights, environmental protection, and business conduct.

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1.3 Material sustainability matters

IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities

The group conducted a double materiality assessment in the second half of 2024.

The double materiality assessment is a structured process to identify, assess, and prioritise material IROs. The process involves internal expertise, external research, and stakeholder consultation to get a comprehensive understanding of IROs. The process is documented in the group’s ESG reporting system.

Senior executives, the board, and the board audit committee (“audit committee”) oversee the process. The findings from the assessment inform group-level decision-making and operational adjustments. Strategic objectives are defined in the group’s strategy and Owner’s statement, and business units develop targeted action plans to address material IROs, supported by tools and frameworks provided by the group. Regular reviews are used for alignment with strategic priorities and progress is tracked through key performance indicators (KPIs) in the group’s internal ESG index.

Senior executives, the board, and the audit committee oversee compliance with sustainability-related legal and other requirements through periodic risk assessments and reporting improvements. Monitoring and review of IROs will be conducted at least annually to address emerging risks and adaptation of risk management strategies. Results from internal reviews and controls are used to refine this process.

Double materiality assessment bottom-up approach

The double materiality assessment is conducted using a bottom-up approach. This enables the group to pinpoint specific business units or strategic investments where IROs occur and evaluate those for group-level materiality.

Business units analyse IROs within the sub-topics outlined in ESRS 1 General Requirements, Appendix A, and use the ESRS time horizons to determine when the IROs are likely to occur. The assessment considers affected stakeholders, including customers, the natural environment, employees, workers in the value chain, and local communities. Business units evaluate their value chains to identify the direction (upstream, own operations, or downstream) and specific positions where IROs arise. Emphasis is placed on activities, business relationships, and geographies with heightened risks, such as

emissions or resource-intensive operations, supply chains with potential human rights concerns, and regions vulnerable to environmental degradation or social challenges.

After business units have completed their assessment, the results are consolidated and an evaluation is made of IROs that are material for the group.

Stakeholder and community consultation

The assessment incorporates input primarily from internal sources with deep knowledge of operations, geographies, stakeholder views, and impacts, supplemented by desktop research, including internal assessments and reports, industry reports, findings from non-governmental organisations (NGOs), and other external resources.

The group does not directly consult affected communities during the double materiality assessment screening process. The group uses available feedback from local stakeholders, authorities and bodies, to align with community expectations and regulatory requirements.

Impact assessment and prioritisation

In the assessment, impacts are classified as actual or potential, positive or negative, and direct or indirect. Negative impacts are scored on a five-point scale, considering severity (combining scale, scope, and remediability) and likelihood, with severity prioritised, particularly for human rights- related impacts. Positive impacts, such as decarbonisation opportunities or working conditions improvements, are assessed based on scale, scope, and likelihood.

All impacts are plotted on a 5x5 grid of severity vs. likelihood. The threshold for impacts is set as a sloping line, dependent on the combination of severity and likelihood. A threshold line is established which gives precedence to severity over likelihood i.e. all impacts with severity scores > 4 are considered material irrespective of likelihood, while also taking into account less severe impacts that are more likely.

If an impact exceeds this threshold, the associated sustainability matter is deemed material.

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SBM-3 Material impacts, risks and opportunities and their interaction with strategy

and business model

Based on the double materiality assessment, Wilhelmsen is involved with material impacts and risks both through its own activities and its business relationships in the value chain. The group’s operations directly contribute to material impacts such as GHG emissions, health and safety, equal treatment and opportunities for all, business conduct and cyber security. Whereas, for pollution, resource use and waste, the impacts mainly derive from two business units that sell marine products.

One potential financial risk was identified related to fraud, where despite preventative measures being in place, a severe fraud case could have a significant financial effect. Although the group assessed the risk of a successful fraud attempt as low, this was identified as the only material risk in the assessment.

Wilhelmsen’s business relationships with suppliers, customers, and partners also contribute to material impacts on workers in the value chain. Wilhelmsen works to ensure that suppliers adhere to ethical standards and practices, such as fair labour conditions, environmental management, and respect for human rights. This is achieved through Supplier Code of Conduct, audits, partnerships, and human rights due diligence processes.

Additionally, the group’s investments in shipping companies in the maritime sector also contribute to material impacts, such as climate change, necessitating oversight and clear expectations, including those contained in the group’s Owner’s statement.

Current financial effects of the group’s material sustainability matters and the group’s response

The group has assessed the material risk related to incidents of fraud to its financial reporting, with no current material effects being identified on either financial position, financial performance, or cash flow.

Resilience of the undertaking’s strategy and business model

The group assesses material impacts and risks annually as part of its strategy review process, evaluating the resilience of its strategy and business model over a medium-term horizon. Additionally, a dedicated climate risk resilience assessment was conducted in 2024 (please refer to ESRS 2 SBM-3 E1 pages 37 to 38).

Overall, the group’s strategy and diversified portfolio demonstrate resilience against material impacts and risks in the medium term, with sufficient countermeasures in place. The group will monitor and follow up as needed.

Changes to material IROs compared to the previous

reporting period

As this is the first year Wilhelmsen is reporting under the ESRS framework, several changes in material IROs have been identified compared to the previous reporting period. Climate risks and opportunities have not been assessed as material based on a thorough and strict financial materiality assessment, including an assessment of impairment indicators for investments in associates and joint ventures in the Strategic Holdings and Investments segment. Biodiversity and ecosystems were also not assessed as material. The use of substances of concern or very high concern as well as the use of materials and waste handling were assessed as new material topics, mainly related to products sold by business units in the group. These changes reflect continuous improvement of the group’s approach to the double materiality assessment process and alignment with the requirements contained in the ESRS.

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Material sustainability matters

ESRS Topic

Sustainability matter

Material IROs

Own operations or value chain

Positive or negative

Actual or potential

Time horizon

Interaction with business model and strategy

Pages

E1 –

Climate change

Climate change mitigation

Impacts on climate change caused by burning of fossil fuels.

Both

Negative impact

Actual

Short, medium, and long term

Wilhelmsen is actively working to mitigate climate change through energy efficiency, electrification, renewable energy use, and strategic investments, with plans to adopt a formal climate transition plan within the next three years to achieve long-term reductions across the value chain and enable avoided emissions for customers.

37

to

43

E2 – Pollution

Substances of concern or very high concern

Impacts on people or the environment from the use or misuse of substances of concern or very high concern.

Both

Negative impact

Potential

Short, and medium term

Wilhelmsen Chemicals actively pursues the substitution and safe handling and disposal of chemical products.

44

to

45

E5 – Resource use and circular economy

Resource inflows, outflows,

and waste

Impacts on people or the environment from the use of materials in products sold and waste handling with limited possibilities for circularity.

Both

Negative impact

Actual

Short, and medium term

Wilhelmsen aims for responsible material procurement, waste minimisation, and is in the early stage of adopting circular economy principles to mitigate these environmental impacts.

46

to

49

S1 –

Own

workforce

Equal treatment and opportunities for all

Impacts on people related to discrimination, harassment, or bullying in own operations.

Own operations

Negative impact

Potential

Short, and medium

Wilhelmsen promotes a diverse and inclusive workplace, with policies and training to prevent discrimination and support affected employees.

60

to

71

Health and safety

Impacts on people related to health and safety incidents in own operations.

Own operations

Negative impact

Actual

Short and medium term

Wilhelmsen prioritises health and safety through comprehensive management systems, training, risk assessments, and safety protocols to protect its workforce.

S2 –

Value

chain workers

Equal treatment and opportunities for all

Impacts on people related to discrimination, harassment, or bullying in the value chain.

Value chain

Negative impact

Potential

Short, and medium term

Wilhelmsen requires suppliers to ensure fair treatment of workers and adherence to human rights standards. The group sets requirements for suppliers to improve working conditions and ensure fair wages and safety standards and prevent forced labour or child labour. The group enforces its Supplier Code of Conduct through regular screening, assessment, and audits.

72

to

75

Forced labour or child labour in the value chain

Impacts on people related to forced labour or child labour in the value chain.

Value chain

Negative impact

Potential

Short, and medium term

Working conditions and health and safety

Impacts on people related to working conditions and health and safety incidents in the value chain.

Value chain

Negative impact

Potential

Short, and medium term

G1 – Business conduct

Compliant and ethical business conduct

Impacts on people subject to corruption and bribery demands from undesirable actors and risks from incidents of fraud, corruption or bribery in own operations and in the value chain.

Both

Both negative and positive impact. Risk.

Potential

Short, medium, and long term

Wilhelmsen is committed to ethical operations and eliminating corruption in the value chain. The group enforces clear policies, supports management, maintains a whistleblowing channel, and conducts training and reporting. Anti-corruption measures include regular audits, employee training, and support for affected employees. The strategy also involves strict anti-bribery measures and collaboration with industry bodies.

77

to

78

Entity- specific - Cyber security

Cyber security and personal data protection

Impacts on people from cyber security and personal data breaches.

Own operations

Negative impact

Potential

Short, and medium term

Wilhelmsen invests in robust cyber security measures and data protection protocols including employee training to safeguard personal information and ensure the integrity of its systems.

79

to

80

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1.4 Sustainability governance

GOV-1 The role of the administrative, management and supervisory bodies

Responsibility for sustainability is anchored with the group’s board, which consists of five non- executive members and no employee representatives. All 100% of the board members are independent. The percentage of female board members is 40%, and the gender diversity ratio is 66.67%.

The board heads the strategic planning and makes decisions that form the basis for the administration’s execution of the agreed strategy. The board endorses the Owner’s statement that sets expectations and requirements for the group in the areas of strategy, financial targets, risk, ESG (environmental, social, governance), and reporting.

The CEO and the group management team, hereafter referred to as senior executives, secure its implementation within the group. Further information about the roles of senior executives is available in the Remuneration report. The percentage of females in the senior executive team is 20%.

The board oversees the group’s strategic planning and decision- making processes, ensuring sustainability is integrated into the business strategy and ethical standards are maintained. The board is responsible for oversight of sustainability IROs,

whilst the audit committee is responsible for the oversight of sustainability reporting and internal control.

The audit committee reviews compliance activities on a quarterly basis, including whistleblowing reports and audit outcomes. The audit committee’s oversight includes evaluating the effectiveness of compliance programs, monitoring adherence to ethical standards, and ensuring that appropriate actions are taken in response to whistleblowing incidents and audit findings.

The board has relevant experience in the sectors, products, and geographic locations where the group operates. Board members have held senior executive positions in maritime, offshore energy, and finance sectors, with a solid understanding of the challenges and opportunities in these areas. The board also has knowledge of key geographic regions where the group is active, which is used to inform decision-making and alignment of the group’s strategy with both local and global contexts. Additionally, the board includes individuals with extensive governance experience, having served in various boards with oversight responsibilities.

Sustainability governance

Shareholders

General meeting

Board of directors

Audit committee

Advisory and

supervision level

Strategic level

Remuneration and people committee

Nomination committee

CEO and group management team

Group function support and expertise

Business units

Operational level

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GOV-2 Information provided to and sustainability matters addressed by the undertaking’s administrative, management, and supervisory bodies

Senior executives, the board, and audit committee are informed about sustainability-related topics through a structured process. The process addresses material IROs, the implementation of due diligence, and the effectiveness of sustainability policies, actions, metrics, and targets.

Material IROs

The audit committee, tasked with oversight of sustainability reporting matters, receives quarterly reports from management and an annual review of the identification, assessment, and prioritisation of material sustainability-related IROs. The board is updated annually on high-level insights and strategic implications derived from these assessments to align sustainability considerations with the group’s overarching strategy.

Implementation of due diligence

Management provides detailed updates to the audit committee on the implementation of due diligence processes, including adherence to regulatory requirements and international frameworks. These updates are presented quarterly and include the status of risk assessments, stakeholder engagement outcomes, and measures taken to address identified risks, particularly in human rights, environmental compliance, and responsible supply chain practices.

Results and effectiveness of policies, actions, metrics,

and targets

The board and audit committee receive quarterly updates from senior executives and specialist functions, including ESG and compliance, on the results and effectiveness of sustainability policies and initiatives, including progress against ESG targets and metrics in the group’s internal ESG index. Detailed performance reviews are conducted annually, highlighting areas for improvement and strategic adjustments.

Performance monitoring mechanism

Senior executives monitor sustainability targets and key performance indicators (KPIs) through the group’s internal

ESG index, which is reviewed by the audit committee on a quarterly basis.

Consideration of IROs in strategy, major transactions, and risk management

Senior executives integrate the assessment of IROs into the group’s strategy, decision-making on major transactions, and risk management processes, with the board providing oversight. This structure embeds sustainability considerations into all levels of decision-making.

Senior executives ensure sustainability-related IROs are central to strategic planning. This includes aligning ESG factors with the group’s strategic objectives, market positioning, and stakeholder expectations. During strategic reviews, they evaluate trade-offs between sustainability goals and financial outcomes, such as investing in low-carbon technologies versus achieving long-term operational efficiency and regulatory compliance. The board provides oversight to ensure these processes align with the group’s strategic priorities and long- term value creation.

The group’s Owner’s statement serves as the foundation for overseeing major transactions, including mergers, acquisitions, and capital investments. Senior executives evaluate ESG impacts and opportunities through due diligence. This includes assessing environmental liabilities, human rights considerations, and value-creation potential through innovation. Trade-offs, such as short-term costs versus long- term reputational or regulatory benefits, are analysed. The board reviews material decisions to ensure they are balanced and responsible.

Senior executives integrate sustainability-related risks into the group’s risk management framework. Regular reviews of potentially material risks, such as compliance, climate change, supply chain vulnerabilities, and reputational impacts, are conducted to identify mitigation measures. The board provides oversight of this process to ensure that risk assessments consider trade-offs and effectively balance immediate costs with long-term resilience.

This includes weighing costs against benefits in resilience, regulatory alignment, and stakeholder trust. Through its oversight role, the board ensures these considerations support the group’s sustainability objectives and long-term value creation.

During the reporting period, senior executives and the board, addressed the following material IROs:

• GHG emissions and decarbonisation.

• Health and safety incidents affecting own workforce.

• Equality, diversity, and inclusion.

• Supply chain management

• Business conduct and ethics.

• Cyber security and personal data protection.

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GOV-4 Statement on due diligence

Wilhelmsen’s management approach to material sustainability topics, including due diligence, is based on the UN Guiding Principles on Business and Human Rights, OECD Guidelines for

Multinational Enterprises, and aligned with the UN Universal Declaration of Human Rights and the ILO Declaration on Fundamental Principles and Rights at Work conventions.

Wilhelmsen human rights due diligence approach

1. Human rights commitment and governance structure

• Board and senior executives commit to human rights due diligence and transparency.

• Board and senior executives set requirements in Owner’s statement.

• Business units establish policy and practices relevant to their operations and ensure employees are aware and comply.

2. Human rights impact and risk assessments

• Periodically assess the risk of adverse impacts on human rights in operations, supply chains, and business relationships.

3. Measures

• Implement measures to cease, prevent, or mitigate adverse impacts.

4. Result monitoring

• Periodically monitor implementation and results of mitigation measures and any grievance handling.

• Report to senior executives and board.

5. Stakeholder engagement and disclosure

• Disclose group activities and how impacts are addressed at least annually.

• Respond to requests for information from stakeholders in compliance with Norwegian Transparency Act regulation.

6. Grievance handling and remediation

• Address grievances and provide for or cooperate in securing remediation when appropriate.

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The table cross references the core elements of due diligence for impacts on people and the environment to the relevant disclosures in the sustainability statement.

Core elements of due diligence

Paragraphs in the Sustainability statement

Page

a) Embedding due diligence in governance, strategy, and business model

Strategy and business model

24 to 26

Material sustainability matters

27 to 30

Sustainability governance

31 to 33

b) Engaging with affected stakeholders in

all key steps of the due diligence

SBM-2 Interests and views of stakeholders

26

S1-2 Processes for engaging with own workforce and workers’ representatives about impacts

62

S1-3 Processes to remediate negative impacts and channels for own workforce to raise concerns

62

S1-4 Processes for engaging with value chain workers about impacts

74

S2-3 Processes to remediate negative impacts and channels for value chain workers to raise concerns

74

G1 Business conduct

78

c) Identifying and assessing adverse impacts

Material sustainability matters

27 to 30

d) Taking actions to address those

adverse impacts

E1 Climate change

37 to 43

E2 Pollution

44 to 45

E5 Resource use and circular economy

46 to 49

S1 Own workforce

60 to 71

S2 Value chain workers

72 to 75

G1 Business conduct

77 to 78

e) Tracking effectiveness of these efforts

and communicating

E1 Climate change

37 to 43

E2 Pollution

44 to 45

E5 Resource use and circular economy

46 to 49

S1 Own workforce

60 to 71

S2 Value chain workers

72 to 75

G1 Business conduct

77 to 78

GOV-5 Risk management and internal control over sustainability reporting

During the reporting period, Wilhelmsen adopted an Internal Control over Sustainability Reporting (ICSR) policy based on the COSO Internal Control over Sustainability Reporting framework. The group is in the early stages of maturity and plans to fully implement its ICSR policy in all business units across relevant functions over the next three years, to continuously improve its processes to identify and manage risks related to sustainability disclosures. Governance oversight is provided by the audit committee on a quarterly basis from 2025, with annual updates to the board on the effectiveness of controls and emerging risks.

The first risk assessment according to this policy was conducted in the reporting period, where risks of material misstatements were identified related to specific datapoints and functions based on consequence and probability. The group is exposed to risks associated with incomplete, inaccurate or inconsistent reporting on sustainability topics, including risks associated with greenwashing. There are also risks related to the accuracy of data inputs and manual errors

in the reporting process particularly in dynamic or continuous data such as that from human resources systems, and periodic data such as GHG emissions data where local allocations and estimations are made. In addition, the aggregation of data

from multiple business unit systems and processes into the group’s centralised ESG reporting system poses a risk of calculation errors.

The key actions in 2025 to operationalise the ICSR policy across the group are:

• Conduct key controls for the 2025 ESG index reporting with deviations to be followed up, explained, and documented.

• Conduct ICSR training for relevant functions.

• Implement additional application controls in the ESG reporting system.

• Standardise reporting processes and implementing centralised tools.

• Implement an annual wheel for internal control monitoring and oversight by the business unit boards.

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Environmental

information

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E1-3 Actions and resources in relation to climate change policies

GHG emissions reduction activities in own operations

The group’s main GHG emissions reduction actions are to procure renewable electricity, install renewable energy systems where viable, switch to low or no emissions machinery and vehicles when viable, switch to alternative fuels, and improve energy efficiency. These actions are based on the decarbonisation levers for targeted scope 1 and 2 emissions reductions by 2030.

In 2024, business units made new green power agreements including energy attribute certificates (EACs) in Australia, India, Netherlands, Poland, and Singapore, and purchased unbundled EACs in Malaysia and Norway. Several other sites started the assessment for purchasing electricity from renewable sources and will be completed in 2025.

Biofuel tanks were installed at two sites replacing diesel for use in site machinery, and a few diesel passenger vehicles were replaced with electric. Energy efficiency improvements included reduced energy consumption from heating, mainly due to weather conditions, and optimised travel distances for site machinery and vehicles. Continuous focus on efficient driving at key sites was maintained. Business units will continue to implement actions relevant for their operations in 2025.

In 2024, the targets were achieved as planned. Scope 1 emissions were reduced by 10% compared to the 2022 base year. Electricity from renewable sources accounted for 71% of the total electricity consumption in the group, and the related reduction in scope 2 market-based emissions was 50% compared to the base year. Combined, the group’s scope 1 and 2 emissions were reduced by 25% compared to 2022, mainly due to the increased amount of electricity from renewable sources.

In 2024, the group established the main reporting procedures for scope 3 emissions and began reporting in its ESG reporting system. In 2025, the group will improve data accuracy by refining categories and emissions factors, investing in data management systems, and applying internal controls for consistent reporting. The main actions related to scope 3 emissions over the next three years will concentrate on reporting and analysis to be incorporated into the group’s transition plan development.

These activities progress the group towards its near term 2030 reduction targets. Based on an assessment of financial materiality, the group’s ability to implement these actions is within the operational discretion of the business units.

Growth in new arenas

In 2024, the group continued to pursue investments and new business models related to decarbonisation and energy infrastructure. The group’s New Energy segment invested in companies related to both renewable and energy transition segments through its own ventures, and together with partners. For example, NorSea participated as a strategic service partner to Ventyr, a consortium that won the auction for the Sørlige Nordsjø II offshore wind project on the Norwegian continental shelf. NorSea subsidiary Polar Algae operationalised a new dryer facility in Hammerfest, Norway, commenced harvesting activities, delivered the new electric-propulsion support vessel MS Finnøy, and partnered with Spanish investor DAYMSA. Massterly completed its remote operation centre in Horten, Norway, and prepared for the Reach Remote newbuilding vessels, a remote-controlled subsea project together with Reach Subsea. Reach Subsea expanded to Australia and secured a multi-year geophysical monitoring contract. Raa Labs scaled its vessel data service offering. Edda Wind took delivery of three new vessels, bringing its fleet of vessels providing safe access for personnel to wind farms and the turbines to eight.

Maritime Services launched and grew several initiatives and companies in the reporting period. For example, Pelagus 3D, a joint venture with thyssenkrupp, expanded its customer base and manufacturing footprint globally. Hecla Emissions Management, a joint venture with Affinity Shipping, assists clients through the EU Emissions Trading System process and in 2024 launched the selling and buying of compliance balances surplus on its FuelEU Maritime marketplace. The Wilhelmsen Venture programme continued to identify and support potential business ideas from employees. C-Loop, established through the Venture programme, repurposed 150 tonnes of retired mooring ropes to create additional values from the materials. Maritime Services invested in Motion Ventures’ second fund and made further investments in FrontM and Tunable. Wilhelmsen Ships Service and Yinson GreenTech signed an agreement to build a charging infrastructure for Singapore’s first fully electric cargo vessel. Ship Management acquired Zeaborn, gaining ownership of Bestship, an optimisation and performance management consultancy, and established it as a joint venture with MPC Capital.

In 2025, the group plans to continue to progress investments, projects, and other innovations in line with the group strategy.

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E1-4 Targets related to climate change mitigation

Wilhelmsen has set targets to address impacts related to direct GHG emissions. Employees are not directly engaged in setting these targets however, they have access to information tracking the group’s performance and improvements, through the group’s intranet and communication events.

The group has set near-term absolute GHG emission reduction targets for direct scope 1 and 2 market-based emissions following the guidance provided by the Science Based Targets Initiative (SBTi), using the absolute contraction approach. This method aligns emissions reduction targets with the global, annual reduction rate required to meet 1.5˚C or well below 2˚C, ensuring they are science-based and in line with the Paris agreement. Whilst the group does not currently plan to adopt the SBTi validation process, it continues to monitor developments and align its targets with the initiative’s principles.

The targets are monitored in business units on an operational basis, and progress is reported on a quarterly basis in the group’s ESG index.

The targets are to reduce scope 1 emissions by 42% by 2030 compared to base year 2022, and for scope 2 market-based emissions, procure 80% renewable electricity by 2025 and 100% by 2030. These targets are directly related to climate change mitigation actions. Procurement includes the installation of renewable electricity at sites, green power agreements with bundled energy attribute certificates (EACs), and purchasing of unbundled EACs. The group plans to adopt Scope 3 emission targets as part of its climate transition plan development within the next three years.

Decarbonisation levers

For completeness of this disclosure requirement, the group has made an estimate of the quantitative contributions of decarbonisation levers related to its near term targets. These levers and their contribution will be assessed and validated during the group’s climate transition plan development within the next three years.

Decarbonisation levers and estimated contributions to near-term targets

Estimated contribution (%)

Base year 2022 (tonne CO2e)

Target 2030 (tonne CO2e)

Scope 1 emissions

9 807

5 688

Electric or low- to no-emissions machines and vehicles

50 to 70

2 471

Fuel switching (e.g. to biofuels)

10 to 30

824

Energy efficiency improvements

10 to 30

824

Scope 2 market-based emissions

5 988

0

Electricity from renewable sources

100

(5 988)

Note: A mid-range estimate is used for the contribution of each scope 1 emissions lever to the 2030 target.

The potential challenges considered over the medium-term using NGFS Net Zero and Current policies scenarios, include slow technological progress such as the availability and utility of electric heavy forklifts, charging or energy infrastructure for alternative fuel vehicles, fixed contracts, prohibitive costs or weak incentives, and regulations. Based on the group’s wide geographic scope across 56 countries and local office leasing arrangements, the procurement potential for further electricity from renewable sources will be impacted by lease agreements, local energy infrastructure, regulation, and incentive programmes. In geographic locations where the marketplace for EACs is not yet mature, Wilhelmsen relies on contracts with electricity suppliers to secure renewable electricity where feasible. In addition, the group seeks to implement solar panel installations and other renewable energy projects in areas where feasible.

Base year

The selection of the base year 2022 is due to several factors including the year representing ypical operational conditions, with no observable anomalies affecting operations, where complete and accurate data is available, and which is the earliest relevant point in time for scope 1 and 2 emissions reporting. A base year recalculation is applied when there is an effect of more than five percent to account for significant changes such as structural changes, changes in methodology or discovery of significant errors.

The base year 2022 emissions have been recalculated in the reporting period due to reporting changes that resulted in a combined effect of over five percent. Five additional sites and one chartered launch boat were identified during a completeness assessment in the reporting period, in addition to historical emissions from an acquisition in 2023. These have now been included in the base year in addition to minor corrections made to previously reported data.

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Environmental data

E1-6 Gross Scope 1, 2, 3 and Total GHG Emissions

Accounting policies

The metrics are not validated by an external body other than the assurance provider.

GHG emissions included in the inventory: Wilhelmsen’s GHG inventory includes CO2 (Carbon dioxide), CH4 (Methane), N2O (Nitrous oxide), HFCs (Hydrofluorocarbons), PFCs (Perfluorocarbons), SF6 (Sulphur hexafluoride), and NF3 (Nitrogen trifluoride) emissions. CO2e (Carbon dioxide equivalent) emissions factors are used to provide a consistent GHG inventory report, derived from reputable sources.

Collection and consolidation of activity data: Wilhelmsen employs the centralised data gathering approach where business units and sites report activity data which is then calculated through the group’s ESG reporting system. Sites have access to this data, enabling positive awareness of impact and opportunity for response.

Data is collected from several sources to determine absolute emissions figures. Primary data is collected where possible, such as electricity consumption from vendor invoices or meters. Secondary data is used when primary data is unavailable or insufficient, particularly for Scope 3 Category 1: Purchased goods and services where the spend based method

is applied. Consolidated data from all business units provides the basis for the group’s absolute CO2e emissions.

Estimating data: For completeness, where data is not available, estimates are made using judgment and best available benchmarks or comparable data/sites.

In the absence of complete data, estimates are allowed using available partial data, considering seasonal variations. This is for example when electricity or fuel invoices are not received in the respective reporting period. Comments describing the estimation method and calculations are reported in the group’s ESG reporting system. Actual data, when available, replaces estimates with appropriate comments. The group aims to improve its internal control over reporting of energy sources and consumption.

An estimation is made for the group’s scope 2 emissions for smaller sites with less than 20 people that do not report in the group’s ESG reporting system. The estimate is based on the total scope 2 emissions of all reporting sites in the same segment, divided by total number of employees at those sites. The outcome is multiplied by the number of employees at non-reporting sites to arrive at the estimate. The group does not have plans to include the smaller offices in activity-based reporting until digital solutions are available to automate

these activities.

Emission factors and calculations: The group’s ESG reporting system provided by Position Green ( positiongreen.com ), stores the emissions factors and calculations related to CO2e emissions. The factors are derived from reputable emissions factor libraries including IEA, DEFRA, EPA, AIB, Exiobase, and NTM. Both location-based and market-based factors are used for scope 2 emissions. CO2e emissions factors and calculations are valid for the reporting year. Factors are reviewed annually to ensure accuracy and consistency. Material changes to CO2e emissions factors are applied to previous year data, including base year data, to incorporate the change.

Inclusions, exclusions, and significant changes: None of the group’s scope 1 data is regulated under emissions trading schemes. GHG emissions related to the acquisition of Zeaborn in 2024 are not included in the reporting year and will be reported in 2025.

Gross scope 1 GHG emissions (tonnes CO2e): The reporting of direct scope 1 CO2e emissions is based on the Greenhouse Gas Protocol and covers all direct emissions from owned or controlled sources, which are the natural gas, oil, diesel for stationary sources, consumed in buildings owned, leased or rented, and owned or leased company cars. Emissions from company cars are calculated using the distance-based method by multiplying the distanced travelled by the emissions factors from DEFRA (2023) for each vehicle type. Fuel consumed from owned and leased forklifts, cranes, trucks, and vans used for cargo transportation, are multiplied by emission factors from DEFRA (2023) applicable for each fuel type. Direct emissions from buildings are based on reported consumptions of gas, oil and diesel, etc., multiplied by emission factors from DEFRA (2023) applicable for each fuel type.

Gross scope 2 location-based and market-based GHG emissions (tonnes CO2e): The reporting of scope 2 GHG emissions is based on the Greenhouse Gas Protocol and are calculated and disclosed using both the location-based and market-based methods. GHG emissions in scope 2 arise from purchased electricity, district heating, and district cooling in buildings owned or leased by the group. Location-based and market-based emissions are calculated using energy consumption at business unit locations and emission factors from IEA (2023) and AIB (2022). Market-based emissions include Energy Attribute Certificates (EACs) where applicable.

Wilhelmsen purchases electricity either bundled with renewable Energy Attribute Certificates (EACs) or unbundled. These certificates verify that the portion of electricity consumed is from renewable sources. Unbundled renewable energy attributes account for 30% of total electricity from renewable energy sources, while purchased electricity bundled with energy attributes accounts for 70%.

Gross scope 3 GHG emissions (tonnes CO2e): The reporting of indirect scope 3 emissions is based on the Greenhouse Gas Protocol, which divides the scope 3 inventory into 15 categories. Based on the group’s materiality assessment and scope 3 screening, there are three significant categories which account for 99% of the group’s scope 3 emissions: Category 1 (purchased goods and services), Category 11 (use of sold products), and Category 15 (investments). 91% of the scope 3 emissions are calculated using primary data that is available from suppliers and companies where the group has strategic investments. Primary data not available for category 1 emissions.

Category 1 emissions are estimated using the spend-based method by multiplying the total spend in the reporting period with relevant global calculated average emissions factors from Exiobase 3.9 (2019) for each purchased good or service category.

Category 11 emissions are estimated for sold refrigerants or other gases in returnable cylinders. The estimation applies 100% of the total mass of the refrigerant or other gas sold that is contained in the cylinders. The mass is multiplied by the relevant Global Warming Potential (GWP) values from

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the IPCCs fourth assessment report (AR4). This method does not apply any factors for leakage, recovery, recycling, or reclamation rates. There are no other material products included in this category.

Category 15 emissions are estimated based on the scope 1, 2 and 3 emissions of companies where the group has a strategic investment. The most significant investments are Wallenius Wilhelmsen ASA and Treasure ASA (with shares in Hyundai Glovis based in Korea). Where verified emissions reports are not available from these companies at the time of reporting due to various reporting timeframes in different countries, the emissions from the previously reported period are used as an estimate.

All other scope 3 categories (2,3,4,5,6,7,8,9,10,12,13 and 14) are excluded as they do not significantly contribute to emissions or risk exposure. The mentioned categories are on an aggregated level estimated to account for less than 1% of the total scope 3 emissions.

Scope 3 GHG emissions will be updated annually in each

significant category based on current activity data or estimates.

Annual % target /base year: the percent average annual emission reduction per year required to meet the group’s 2030 target.

GHG revenue intensity (tonnes CO2e / USD million): total GHG emissions (scope 1, 2 and 3), both market-based and location- based, divided by total net revenue. Total net revenue is reconciled to the income statement on page 83. Please refer to the group’s consolidated financial statements, where the operating revenue is presented as a line item in the income statement, while the breakdown on the group’s segments may be found in note 3 – Revenue from contracts with customers.

Biogenic emissions (tonnes CO2e): The reporting of biogenic emissions is based on the Greenhouse Gas Protocol and covers emissions originating from renewable fuels from scope 1 using emissions factors for biofuels from DEFRA (2023) including N2O and CH4 emissions.

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GHG emissions metrics

Retrospective

Milestones and target years

Base year (2022)

Com- parative (2023) 1.

2024

% 2024 / 2023 1.

% 2024 / 2022

2025

2030

2040

Annual % target / Base year

Gross scope 1, 2 and significant scope 3 categories

Scope 1 GHG emissions

Gross Scope 1 GHG emissions (tonnes CO2e)

9 807

n/a

8 833

n/a

(10%)

n/a

5 688

n/a

(5.25%)

Percentage of Scope 1 GHG emissions from regulated emission trading schemes (%)

n/a

n/a

0%

n/a

n/a

n/a

n/a

n/a

n/a

Scope 2 GHG emissions

Gross location-based Scope 2 GHG emissions (tonnes CO2e)

3 088

n/a

2 862

n/a

(7%)

n/a

n/a

n/a

n/a

Gross market-based Scope 2 GHG emissions (tonnes CO2e)

5 988

n/a

3 013

n/a

(50%)

n/a

0

n/a

(12.5%)

Significant scope 3 GHG emissions

Total Gross indirect (Scope 3) GHG emissions (tonnes CO2e)

n/a

n/a

5 805 702

n/a

n/a

n/a

n/a

n/a

n/a

Category 1 Purchased goods and services (tonnes CO2e)

n/a

n/a

160 540

n/a

n/a

n/a

n/a

n/a

n/a

Category 11 Use of sold products (tonnes CO2e)

n/a

n/a

3 300 021

n/a

n/a

n/a

n/a

n/a

n/a

Category 15 Investments

(tonnes CO2e)

n/a

n/a

2 345 141

n/a

n/a

n/a

n/a

n/a

n/a

Total GHG emissions

Total GHG emissions

(location-based) (tonnes CO2e)

n/a

n/a

5 817 397

n/a

n/a

n/a

n/a

n/a

n/a

Total GHG emissions

(market-based) (tonnes CO2e)

n/a

n/a

5 817 548

n/a

n/a

n/a

n/a

n/a

n/a

GHG intensity per net revenue

Total GHG emissions (location-based) per net revenue

(tonnes CO2e / USDm)

5 112

Total GHG emissions (market-based) per net revenue

(tonnes CO2e / USDm)

5 112

Biogenic emissions

Biogenic Scope 1 emissions (tonnes CO2e)

24

Biogenic Scope 2 (location-based) emissions (tonnes CO2e)

0

Biogenic Scope 2 (market-based) emissions (tonnes CO2e)

0

Biogenic Scope 3 emissions (tonnes CO2e)

0

1. Comparative (2023) omitted due to first year of reporting according to ESRS.

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2.2 E2 Pollution

Wilhelmsen prioritises pollution prevention and minimising environmental and health impacts. The group actively works to prevent accidents and environmental harm by integrating pollution prevention into its activities. This approach includes regular environmental impact assessments, employee training, and investment in technologies. Adherence to ISO 14001 environmental management system standards and compliance with regulations ensure systematic resource management and alignment with national and international requirements.

Wilhelmsen Chemicals, a key business unit within the group, produces leading marine and consumer chemical products. The use or misuse of substances of concern or very high concern (see hazard classification in the accounting policies) in these products can potentially impact the health and safety of its workforce and workers in the value chain. Additionally, accidental spills or leakages of these substances could result in environmental impacts if not managed correctly, potentially affecting local communities and ecosystems. To mitigate these potential impacts, the business unit is actively pursuing the substitution of hazardous substances with alternatives and ensuring the safe handling and disposal of chemical products.

E2-1 Policies related to pollution

Wilhelmsen’s Environment standard has policies on impacts related to pollution. The standard requires that all business units act responsibly to minimise environmental impacts in their operations and value chain. It requires compliance with health, safety, and environmental regulations, regular assessment and review of environmental impacts and risks, and the implementation of an environmental management system, such as ISO 14001, with periodic audits.

Wilhelmsen Chemicals has specific policies in place to address substances of concern and very high concern, to minimise health and environmental risks associated with the use of hazardous chemicals in its own operations and by value chain workers in the product use phase. This is achieved by replacing harmful substances with less dangerous alternatives whenever possible. The policies are sent to relevant employees, and the employee confirms by a signature in the system that they have read it. Wilhelmsen Chemicals performs an annual review, including the risk assessment of chemicals, and defines action plans for chemicals. The substances and products on the internal substitution list include, in addition to the Candidate List, Annex XIV and XVII, substances and chemicals that the business unit wishes to phase out.

The primary goal of the Wilhelmsen Chemicals policy is to reduce the risk of health and environmental damage from the use of hazardous chemicals by substituting harmful substances with less hazardous alternatives whenever possible. The policy includes the assessment of chemicals to identify those that may pose a hazard and the selection of less hazardous alternatives if it does not result in unreasonable costs or disadvantages. There is a requirement for documentation of all assessments and decisions related to substitution, with special attention to substances on the environmental authorities’ list of priority pollutants and the EU candidate list. The phasing out of substances of very high concern is included in Wilhelmsen Chemical’s risk assessments and action plan for chemicals. Wilhelmsen Chemicals have emergency response plans in place in the event of an incident occurring onsite to limit impacts on people and the environment. Wilhelmsen Chemicals’ CEO is accountable for the implementation of the policy which is integrated in the scope of the business unit’s ISO 9001 and ISO 14001 certification.

E2-2 Actions and resources related to pollution

Wilhelmsen Chemicals has adopted an action plan organised in multi-year projects to address risks from substances of concern and very high concern. Wilhelmsen Chemicals reviews this plan annually, aiming to replace, substitute, or phase out substances of concern and very high concern, and reduce manual handling. Resources are allocated to research and development for safer products. Expected outcomes include the substitution of harmful substances with less hazardous alternatives and ensuring safe handling. In accordance with the action plan, the substance hydrazine was phased out in 2024, eliminating a hazardous chemical from the company’s operations and the downstream value chain. Additionally, the company transitioned to a lower concentration of C12-C16 alkylbenzyldimethylammonium chloride in relevant products,

providing environmental benefits and reducing risk of health hazard in own operations and in the downstream value chain by lowering the substance’s concentration.

For 2025, Wilhelmsen Chemicals has identified key focus areas from the action plan, with a continued emphasis on improving both its own operations and the downstream value chain. The company will explore opportunities to reduce the use of aromatic solvents and assess potential alternatives for substances containing formaldehyde. The implementation of the action plan does not require significant operational expenditures (OpEx) or capital expenditures (CapEx). There have been no incidents requiring actions to remedy in the reporting period.

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2.3 E5 Resource use

and circular economy

The use of raw and other materials, such as water, wood, industrial chemicals, and plastic, in product manufacturing and packaging, impacts natural resources and the environment. Inefficient waste management practices can contribute to environmental degradation, affecting local communities and ecosystems, as waste from products and packaging often ends up in landfills, limiting reuse or recycling opportunities. In the maritime sector, where Wilhelmsen has strategic investments, environmental impacts arise from vessel construction and recycling processes. Full asset and product

lifecycle accountability and growing regulatory requirements necessitate new offerings for the maritime industry. The group aims to minimise resource use and environmental impact by conducting regular assessments, training employees, managing waste efficiently, and adopting circular economy principles. Compliance with regulations and management systems based on ISO 14001 standards are in place. Ships Service and Wilhelmsen Chemicals are key business units within the group, significantly contributing to the group’s operations and the overall sustainability performance in this matter.

E5-1 Policies related to resource use and circular economy

Wilhelmsen’s Environment standard has policies on resource use, waste, and the circular economy. The standard requires that all business units act responsibly to minimise environmental impacts in their own operations and value chain. It requires compliance with health, safety, and environmental regulations, regular assessment and review of environmental impacts and risks, and the implementation of an environmental management system, such as ISO 14001,

with periodic audits.

The standard emphasises minimising resource use, waste, and the impact of activities on air, soil, and water. Business units are to consider circular economy aspects in their environmental planning and strategy, and are encouraged to invest in new business models that reduce environmental impact. The transition away from using virgin resources, along with sustainable sourcing and the use of renewable resources, is not currently addressed and will be included in the next policy review in 2025.

Business unit policies on resource use and circular economy- related matters include waste management and hierarchy. Whilst the group strives to adhere to the waste hierarchy by prioritising the avoidance and minimisation of waste, the primary focus remains on waste treatment methods such as recycling. The group aims to minimise both the resources used in products and own operations, and the waste produced in its operations. When handling waste, the goal is to reuse or recycle it where possible to reduce the amount of waste deposited as landfill. Several business units are in the early stages of using recycled materials for primary packaging and transport packaging.

As these policies derive from the requirements contained in the group’s Owner’s statement, the CEO is the most senior level in the organisation accountable for their implementation.

E5-2 Actions and resources related to resource use and circular economy

The main action each year is for business units to maintain and continuously improve their environmental management system relevant for their operations, including resource use and waste. The main outcomes are compliance with relevant regulations and the systematic management of resource use and waste in the business units’ own operations and value chain. In 2024, Ship Management, Ships Service, Wilhelmsen

Chemicals, Port Services, and NorSea Group’s operating companies, maintained certification according to the ISO14001 standard. In addition, two sites within Ships Service, engaged in the design and manufacturing of ropes, achieved ISO14001 certification for the first time. In 2025, the group will implement standardised reporting for resource use and waste handling to identify further areas for action.

E5-3 Targets related to resource use and circular economy

The group has not yet adopted quantitative targets related to resource use and circular economy due to the absence of high- quality value-chain and life-cycle assessment data. Wilhelmsen plans to adopt a strategic objective and establish targets within the next three years, once there is an improved understanding

of these factors. The group has integrated standard metrics related to the waste hierarchy into its internal ESG index for 2025 which is applicable for all business units, to establish systematic data collection processes and internal controls.

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E5-5 Resource outflows

Wilhelmsen’s resource outflows encompass various products and materials resulting from the group’s processes for chemical products, mooring ropes, and rental cylinders. Ships Service and Wilhelmsen Chemicals are key business units within the group, significantly contributing to the group’s operations and the overall sustainability performance in this matter.

Chemicals

Chemical products typically undergo a single-use process, such as a chemical reaction or application, after which they are transformed or expended. As such, the chemical products are fully consumed during their intended use and cannot be reused, repaired, or recycled. Consequently, these products do not align with circular economy principles due to their consumable nature and there is no established rating system for product reparability. Research is being conducted for the use of recyclable materials in product packaging where possible. Compliance with local regulations is relied upon to ensure proper waste processing.

Ropes

Regarding mooring ropes, the durability varies significantly depending on several factors, making an industry average lifespan irrelevant for rope circularity. Abrasion is a common damage mechanism that shortens the lifespan of ropes. Since snapping mooring ropes pose significant health and safety risks for seafarers, maintaining rope integrity is critical. Repairability depends on the type and location of the damage. For repairable damages, it is possible to cut out the damaged section and resplice an eye on the rope. Ships Service supports repairability whenever safe and possible by providing splicing instructions and a splicing kit. There is no established rating system for repairability of mooring ropes. Whilst ropes are not specifically designed for recycling or reuse, they can be repurposed. This is not in practice during the reporting period. A Wilhelmsen early-stage venture called C-Loop is working to develop the business model to recycle and reuse ropes.

Cylinders

For cylinders, the Ships Service Global cylinder exchange program is based on a circular business model. Cylinders are returned after use for refurbishment and refilling, and at the end of their life, they are often sold to be melted and remade into new steel products. Pre-consumer waste from operations is managed according to regulatory requirements, ensuring safe disposal or recycling when feasible.

In ideal conditions, a steel cylinder may last indefinitely. However, wear and tear from being onboard ocean-faring vessels limits this potential lifespan. Upon a cylinder’s safe return from a vessel, it is sent to a Ships Service gas filling partner for inspection, repair, and repainting as needed. Cylinders are made of steel and often exposed to moisture, leading to rust formation. Rust is removed through shot blasting before repainting to extend the cylinder’s lifespan. Ships Service’s cylinders have an average lifespan of 14.6 years (see accounting policy below), slightly below the industry average of 16-years. Factors such as scrapping, loss, or other exits from the portfolio contribute to the lower-than-expected lifespan.

Resource outflows metrics

Accounting policies

The metrics are not validated by an external body other than the assurance provider.

Product durability (%): For cylinders, the average lifespan is calculated using cylinders that have existed for eight or more years, as they are rarely scrapped before this period.

The lifespan is determined by finding the number of years between the production date and the scrapping event date, with a year defined as a complete year. The expected durability rate of cylinders compared to the industry average is calculated as the average lifespan of cylinders divided by the industry average lifespan.

Rate of recyclable content (%): Recycled packaging for Chemicals is reported as zero as the group cannot control waste management or recycling by end-users. Consumer packaging is labelled with disposal instructions per local regulations, but this does not guarantee recycling outcomes. Chemical products are consumed during use and cannot be reused or recycled.

For cylinders, when they reach their scrap date, a contractor is engaged to manage the end-of-life process, with no waste treatment records reported. It is estimated that 80% of the cylinders, based on the high recyclability of materials like stainless steel and aluminium, are recycled and 20% are landfilled, however, this cannot be verified due to lack of records.

Resource outflows metrics

Chemicals

Ropes

Cylinders

Expected durability of the product

placed on the market by the company,

in relation to the industry average (%)

0

0

91.25

Rate of recyclable content in the

given product (%)

0

0

0

Rate of recyclable content in the given product's packaging (%)

0

0

0

Waste streams

Within the group’s own operations, significant waste streams arise from production processes and product and transport packaging. In the downstream value chain, waste primarily involves transport packaging, and the end-of-life treatment of products sold. Ships Service and Wilhelmsen Chemicals are key business units within the group, significantly contributing to the group’s operations and the overall sustainability performance in this matter.

For chemicals, wastewater from cleaning processes that contains residual chemicals is generated in the production processes. This wastewater is classified as hazardous waste and is sent to a waste treatment facility equipped to neutralise and purify chemical contaminants. Wastewater that cannot be neutralised or purified is sent for incineration. General industrial waste from production includes pallets, plastic wrapping, and containers used for raw materials and finished products. These materials are sorted and recycled according to their type, such as plastic, wood, cardboard, and metal.

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Additionally, used oils, lubricants, and filters from machinery maintenance are treated as hazardous waste and sent for appropriate recovery or disposal.

For ropes, waste includes non-hazardous waste such as general or residual waste, plastics in the form of fibres, and packaging materials like paper and cardboard. Hazardous waste comprises residual coatings and chemicals, as well as machine cleaning waste.

Additionally, cylinders contribute to non-hazardous waste, with metals such as steel.

Wilhelmsen Chemicals actively engages in product end-of- life waste management through participation in extended producer responsibility schemes in Norway. Wilhelmsen Chemicals is registered with Grønt Punkt Norge for packaging waste. This involvement ensures compliance with Norwegian environmental regulations and supports the circular economy by facilitating recycling and safe disposal of materials. Additionally, Wilhelmsen Chemicals has a reuse and reconditioning agreement with Mauser-Noreko for the reuse and reconditioning of intermediate bulk containers (IBCs).

Accounting policies

The metrics are not validated by an external body other than the assurance provider.

Waste generated in the company’s own operations (tonnes): Total amount of hazardous and non-hazardous waste generated by operations directed to disposal or diverted from disposal during the reporting period. Waste diverted from disposal is defined as waste that is prepared for re-use, or recycled, or recovered with any other processes. Waste directed to disposal is defined as waste that has been sent for incineration, or to landfill or to other disposal operations. Waste is considered hazardous if it displays one or more of the hazardous properties listed in Annex III of Directive 2008/98/EC.

Non-hazardous waste data is based on waste records maintained at the production facilities. Specifically for cylinders, when they reach their scrap date, a contractor is engaged to manage the end-of-life process, with no waste treatment records reported. It is estimated that 80% of the cylinders, based on the high recyclability of materials like stainless steel and aluminium, are recycled and 20% are sent to landfill. The recovery rate of packaging waste in Europe in 2022 has been used as the basis for this estimation.

Hazardous waste data is based on records maintained at the production facilities, which are legally required to report hazardous waste to authorities. Receipts are kept for verification.

Actual data has been utilised for waste generated from chemicals and ropes production sites, and an estimation has been made for cylinder recycling and disposal. For other sites within the group, where specific waste information is available in the ESG reporting system, this data is included. An estimation is not made for other sites in the group due lack of transparency to local contracts and conditions, resulting in incomplete data.

The group plans to enhance data collection and coordination to achieve more complete data in future reports.

A significant assumption is that reports from the third-party supplier handling the waste may contain minor discrepancies due to variations in measurement techniques, waste handling practices, or reporting intervals.

Non-recycled waste generated from own operations (tonnes, %): total amount of waste generated minus the total amount recycled expressed both as weight in tonnes and as percentage of the total amount of waste generated.

Waste metrics

2024

Waste generated in the company’s own operations

Total amount of waste generated (tonnes)

2 259

Total amount of waste diverted from disposal (tonnes)

1 580

- Preparation for reuse (tonnes)

85

- Recycling (tonnes)

903

- Other recovery (tonnes)

592

Hazardous waste diverted from disposal (tonnes)

598

Non-hazardous waste diverted from disposal (tonnes)

982

Total amount of waste directed to disposal (tonnes)

678

- Incineration (tonnes)

498

- Landfill (tonnes)

180

- Other disposal (tonnes)

0

Hazardous waste directed to disposal (tonnes)

29

Non-hazardous waste directed to disposal (tonnes)

649

Total amount of Non-recycled waste (tonnes)

1 355

Total amount of Non-recycled waste (%)

66

Hazardous and radioactive waste

Total amount of hazardous waste (tonnes)

627

Total amount of radioactive waste (tonnes)

0

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2.4 EU Taxonomy

Basis of preparation

Wilhelmsen reports on revenue (turnover), capital expenditure, and operating expenses associated with taxonomy-eligible and taxonomy-aligned economic activities, in accordance with regulation EU (2020/852) and its delegated acts.

The economic activities of business units consolidated in the group’s financial accounts are included in this assessment as per the Disclosure Delegated Act. Investments in equity accounted in joint ventures (pursuant to IFRS 11 or IAS 28) are not included, as these are voluntary disclosures. Economic activities are considered regardless of their geographical location, whether inside or outside the European Union.

Reporting principles

The financial data in this report is based on International Financial Reporting Standards (IFRS®) and refers to Wilhelmsen’s 2024 consolidated financial statements. The information is prepared on a group consolidated level and presented in US dollars (USD), as in the consolidated financial statements. All values are rounded to the nearest USD million.

Wilhelmsen follows the development of the EU Taxonomy Regulation closely. Accordingly, any further changes or clarification to the regulation with a material impact on current disclosures will be adopted and transparently explained in future reporting.

Policy on taxonomy eligible economic activities

The regulation does not differentiate between core and non- core economic or business activities. Therefore, Wilhelmsen has evaluated economic activities as eligible if the consolidated business units either generate turnover, or invest in capital expenditure (CapEx), or have operating expenditure (OpEx) corresponding to an economic activity and can be assessed against the technical screening criteria set out in the Climate

or Environmental Delegated Acts.

The evaluation of eligible economic activities has been performed by the consolidated companies with the support of

group functions to ensure consistent reporting and to perform consolidation for Wilhelmsen.

Taxonomy eligible economic activities and relevant companies

Based on the group’s evaluation of taxonomy economic activities, Ships Service, Ship Management, NorSea Group, and Raa Labs have some economic activities that are considered eligible under the EU Taxonomy. All other activities within these units, and the activities of all other consolidated business units are considered non-eligible.

Table: Taxonomy eligibility assessment

Activity reference

Activity

Eligibility assessment

CCM 6.16

Infrastructure enabling low carbon water transport

NorSea Group provides shore-side electrical power for supply and support vessels

at its bases in Norway.

CCA 7.1

Construction of new buildings

NorSea Group develops non-residential buildings.

CCM 7.6

Installation, maintenance, and repair of renewable

energy technologies

NorSea Group installs and operates solar panels on owned buildings at owned or leased sites.

CCM 7.7

Acquisition and ownership of buildings

Ships Service and NorSea Group acquire real estate and exercise ownership of

those properties.

CCM 8.2

Data-driven solutions for GHG emissions reductions

Raa Labs and Ship Management develop data-driven solutions that can be used to optimise operations, increase efficiency, reduce energy consumption, and reduce respective GHG emissions.

CCA 8.2

Computer programming, consultancy and related activities

Ships Service develops and provides software for maritime customers, including applications that assist with onboard infrastructure maintenance and upkeep.

CCA 9.1

Engineering activities and related technical consultancy dedicated to adaptation to climate change

NorSea Group provides technical consultancy to offshore wind projects.

PPC 2.1

Collection and transport of hazardous waste

NorSea Group provides hazardous waste collection and transport services.

CE 5.2

Sale of spare parts

Ships Service offers spare parts for specific hand tools and equipment, helping to extend their lifespan.

CE 5.5

Product-as-a-service and other circular use and

result-oriented service models

Ships Service's cylinder exchange programme minimises single-use packaging

waste by leasing cylinders to customers while retaining ownership and managing

the exchange process.

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Alignment assessment with minimum safeguards criteria

Wilhelmsen’s activities are carried out in compliance with the minimum safeguards. Wilhelmsen has implemented due diligence processes based on the OECD Guidelines and addresses human rights and labour rights for own workers

and workers in the value chain. Due diligence processes

related to bribery, taxation, and fair competition are integrated in the compliance system and the group’s Code of Conduct

applicable to all employees. In 2024, there were no signs of

non-compliance with minimum safeguards, lack of response

or collaboration with a National Contact Point, or liability

of Wilhelmsen in respect for breaches of any these topics. Further details related to minimum safeguards are available in S1 Own workforce (pages 60 to 71), S2 Workers in the value chain (pages 72 to 75), and G1 Business conduct (pages 77 to 78).

Taxonomy non-eligible nuclear and fossil gas related activities

Wilhelmsen does not carry out, fund, or have exposures to nuclear and fossil gas activities and therefore does not report on any KPIs related to these activities.

Template 1 Nuclear and fossil gas related activities

Row

Nuclear energy related activities

1.

The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation

facilities that produce energy from nuclear processes with minimal waste from the fuel cycle.

No

2.

The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or process

heat, including for the purposes of district heating or industrial processes such as hydrogen production, as well as their safety upgrades, using best

available technologies.

No

3.

The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as well as their safety upgrades.

No

Row

Fossil gas related activities

4.

The undertaking carries out, funds, or has exposures to construction or operation of electricity generation facilities that produce electricity using

fossil gaseous fuels.

No

5.

The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power generation

facilities using fossil gaseous fuels.

No

6.

The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that produce

heat/cool using fossil gaseous fuels.

No

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Proportion of turnover from products or services associated with taxonomy-aligned economic activities

KPI table: Turnover

Financial year 2024

Year

Substantial contribution criteria

DNSH (Does Not Significantly

Harm) (h)

Economic activities (1)

Code (a) (2)

Turnover (3)

Proportion of Turnover year N (4)

Climate Change Mitigation (5)

Climate Change Adaptation (6)

Water (7)

Pollution (8)

Circular economy (9)

Biodiversity (10)

Climate Change Mitigation (11)

Climate Change Adaptation (12)

Water (13)

Pollution (14)

Circular economy (15)

Biodiversity (16)

Minimum Safeguards (17)

Proportion of Taxonomy

aligned (A.1) or eligible (A.2.)

turnover, year 2023 (18)

Category enabling activity (19)

Category transitional activity (20)

USD million

%

Y; N;

N/EL

(b) (c)

Y; N;

N/EL

(b) (c)

Y; N; N/EL (b) (c)

Y; N; N/EL (b) (c)

Y; N; N/EL (b) (c)

Y; N; N/EL (b) (c)

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

%

E

T

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1. Environmentally sustainable activities (Taxonomy-aligned)

Turnover of environmentally

sustainable activities

(Taxonomy-aligned) (A.1)

0

0.0%

%

of which Enabling

0

0.0%

%

E

of which Transitional

0

0.0%

%

T

A.2. Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (g)

EL;

N/EL

(f)

EL;

N/EL

(f)

EL;

N/EL

(f)

EL;

N/EL

(f)

EL;

N/EL

(f)

EL;

N/EL

(f)

Collection and transport of

non-hazardous waste in source segregated fractions

CCM

5.5

0

0.0%

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

0.2%

Infrastructure enabling low carbon water transport

CCM 6.16

3

0.2%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

0.3%

Acquisition and ownership

of buildings

CCM

7.7

43

3.8%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

4.1%

Data-driven solutions for

GHG emissions reductions

CCM

8.2

3

0.2%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

0.2%

Engineering activities and related technical consultancy dedicated to adaptation to climate change

CCA

9.1

1

0.1%

N/EL

EL

N/EL

N/EL

N/EL

N/EL

0.2%

Collection and transport of non-hazardous waste and hazardous waste

PPC 2.1 CE 2.3

2

0.2%

N/EL

N/EL

N/EL

EL

EL

N/EL

0.0%

Sale of spare parts

CE 5.2

4

0.3%

N/EL

N/EL

N/EL

N/EL

EL

N/EL

0.0%

Product-as-a-service and

other circular use- and result- oriented service models

CE

5.5

11

1.0%

N/EL

N/EL

N/EL

N/EL

EL

N/EL

0.0%

Turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)

66

5.8%

4.2%

0.1%

0.2%

1.3%

4.9%

A. Turnover of Taxonomy eligible

activities (A.1 + A.2)

66

5.8%

4.2%

0.1%

0.2%

1.3%

4.9%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

Turnover of Taxonomy-non-eligible activites (B)

1 070

94.2%

Total (A+B)

1 136

100%

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KPI table: Proportion of turnover / Total turnover

Taxonomy-aligned per objective

Taxonomy-eligible per objective

CCM

0%

4.2%

CCA

0%

0.1%

WTR

0%

0%

CE

0%

1.4%

PPC

0%

0.2%

BIO

0%

0%

Contextual information about taxonomy non-eligible

and non-aligned turnover

As most of the consolidated business units’ core business activities (generating revenues) are not yet defined in the scope of the EU Taxonomy, only some of the activity related to property, and logistics and supply services are reported as eligible in the turnover KPI, in addition to a minor activity

related to digital solutions. There are no aligned economic activities.

Overall, the total turnover from eligible activities represents a limited share of the group’s total reported revenue in the consolidated financial statements for 2024.

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Proportion of CapEx from products or services associated with taxonomy-aligned economic activities

KPI table: CapEx

Financial year 2024

Year

Substantial contribution criteria

DNSH (Does Not Significantly

Harm) (h)

Economic activities (1)

Code (a) (2)

CapEx (3)

Proportion of CapEx year N (4)

Climate Change Mitigation (5)

Climate Change Adaptation (6)

Water (7)

Pollution (8)

Circular economy (9)

Biodiversity (10)

Climate Change Mitigation (11)

Climate Change Adaptation (12)

Water (13)

Pollution (14)

Circular economy (15)

Biodiversity (16)

Minimum Safeguards (17)

Proportion of Taxonomy

aligned (A.1) or eligible (A.2.) CapEx, year 2023 (18)

Category enabling activity (19)

Category transitional activity (20)

USD million

%

Y; N;

N/EL

(b) (c)

Y; N;

N/EL

(b) (c)

Y; N; N/EL (b) (c)

Y; N; N/EL (b) (c)

Y; N; N/EL (b) (c)

Y; N; N/EL (b) (c)

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

%

E

T

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1. Environmentally sustainable activities (Taxonomy-aligned)

CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1)

0

0.0%

%

of which Enabling

0

0.0%

%

E

of which Transitional

0

0.0%

%

T

A.2. Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (g)

EL;

N/EL

(f)

EL;

N/EL

(f)

EL;

N/EL

(f)

EL;

N/EL

(f)

EL;

N/EL

(f)

EL;

N/EL

(f)

Installation, maintenance and repair of renewable energy technologies

CCM

7.6

1

0.9%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

1.6%

Acquisition and ownership

of buildings

CCM

7.7

3

3.6%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

8.1%

Product-as-a-service and

other circular use- and result- oriented service models

CE

5.5

3

3.3%

N/EL

N/EL

N/EL

N/EL

EL

N/EL

0.0%

Data-driven solutions for

GHG emissions reductions

CCM

8.2

1

1.5%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

3.1%

Construction of new

buildings

CCA 7.1* CE 3.1

10

13.1%

N/EL

EL

N/EL

N/EL

EL

N/EL

4.0%

CapEx of Taxonomy-eligible but not

environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)

17

22.4%

6.0%

13.1%

3.3%

16.8%

A. CapEx of Taxonomy eligible

activities (A.1 + A.2)

17

22.4%

6.0%

13.1%

3.3%

16.8%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

CapEx of Taxonomy-non-eligible activites (B)

60

77.6%

Total (A+B)

78

100%

*A share of the activities reported in 2023 has been reasessed and restated to CCA 7.1 from CCM 7.1. The restated percentage for 2023 amounted to 4.0% of the total 16.8% reported as eligible for 2023.

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KPI Table: Proportion of CapEx / Total CapEx KPI

Taxonomy-aligned per objective

Taxonomy-eligible per objective

CCM

0%

6.0%

CCA

0%

13.1%

WTR

0%

0%

CE

0%

16.4%

PPC

0%

0%

BIO

0%

0%

Contextual Information about CapEx KPI

The figures in the CapEx KPI include additions to property, plant and equipment, intangible assets, right-of-use assets, as well as assets acquired through business combination. As most of the consolidated business units’ core business activities (generating revenues) are not yet defined in the scope of the EU Taxonomy, only some of the activity related to property and digital solutions are reported as eligible in the CapEx KPI. There are no aligned economic activities.

CapEx plan

As Wilhelmsen does not have material eligible activities based on the current taxonomy, there is no CapEx plan related to alignment. Wilhelmsen plans to continue to monitor developments and the extension of the EU Taxonomy.

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Proportion of OpEx from products or services associated with taxonomy-aligned economic activities

KPI table: OpEx

Financial year 2024

Year

Substantial contribution criteria

DNSH (Does Not Significantly

Harm) (h)

Economic activities (1)

Code (a) (2)

OpEx (3)

Proportion of OpEx year N (4)

Climate Change Mitigation (5)

Climate Change Adaptation (6)

Water (7)

Pollution (8)

Circular economy (9)

Biodiversity (10)

Climate Change Mitigation (11)

Climate Change Adaptation (12)

Water (13)

Pollution (14)

Circular economy (15)

Biodiversity (16)

Minimum Safeguards (17)

Proportion of Taxonomy

aligned (A.1) or eligible (A.2.)

OpEx, year 2023 (18)

Category enabling activity (19)

Category transitional activity (20)

USD million

%

Y; N;

N/EL

(b) (c)

Y; N;

N/EL

(b) (c)

Y; N; N/EL (b) (c)

Y; N; N/EL (b) (c)

Y; N; N/EL (b) (c)

Y; N; N/EL (b) (c)

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

%

E

T

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1. Environmentally sustainable activities (Taxonomy-aligned)

OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1)

0

0.0%

%

of which Enabling

0

0.0%

%

E

of which Transitional

0

0.0%

%

T

A.2. Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (g)

EL;

N/EL

(f)

EL;

N/EL

(f)

EL;

N/EL

(f)

EL;

N/EL

(f)

EL;

N/EL

(f)

EL;

N/EL

(f)

Acquisition and ownership

of buildings

CCM

7.7

4

18.4%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

24.3%

Data-driven solutions for

GHG emissions reductions

CCM 8.2*

2

7.7%

EL

N/EL

N/EL

N/EL

N/EL

N/EL

7.8%

Computer programming,

consultancy and related activities

CCA 8.2*

2

10.4%

N/EL

EL

N/EL

N/EL

N/EL

N/EL

5.1%

OpEx of Taxonomy-eligible but not

environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)

8

36.5%

26.1%

10.4%

37.2%

A. OpEx of Taxonomy eligible

activities (A.1 + A.2)

8

36.5%

26.1%

10.4%

37.2%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

OpEx of Taxonomy-non-eligible

activites (B)

14

63.5%

Total (A+B)

22

100%

In 2024, the activity CCM 9.1 reported in 2023 has been reasessed with the conclusion that the underlying activity did not meet the eligibility criteria. The 2023 comparable percentage have hence been seet to zero in the 2024 report (3.2% prior to restatement), with the CCM 9.1 activity not being included in the OpEx table for 2024.

*A share of the activities reported in 2023 has been reassessed and restated to CCA 8.2 from CCM 8.2. The restated percentage for 2023 amounted to 5.1% of the total 37.2% reported as eligible for 2023.

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KPI table: Proportion of OpEx / Total OpEx KPI

Taxonomy-aligned per objective

Taxonomy-eligible per objective

CCM

0%

26.1%

CCA

0%

10.4%

WTR

0%

0%

CE

0%

0%

PPC

0%

0%

BIO

0%

0%

Contextual information about the OpEx KPI

The OpEx figures reported have been further disaggregated into relevant categories. This disaggregation of OpEx may include estimations or prorations performed by reporting units

and may not be consistent. However, the below is considered to be a reasonable reflection of the economic activity composition of OpEx across its reported economic activities.

KPI table: OpEx disaggregated into relevant categories

A.2. Taxonomy-eligible, but not environmentally sustainable activities (not Taxonomy-aligned activities)

USD millions

CCM 7.7 Acquisition and

ownership of buildings

CCM 8.2 Data-driven solutions for GHG emissions reductions

CCA 8.2 Computer programming, consultancy and related activities

Total

Research and development (R&D)

2

2

4

Building and renovation measures

Short-term leases

Maintenance and repair

4

4

Total

4

2

2

8

Research and development (R&D) primarily consists of employee benefits related to resources conducting R&D activities.

As most of the consolidated business units’ core business activities (generating revenues) are not yet defined in the

scope of the EU Taxonomy, only some of the activity related to property, digital solutions, and research and development, are reported as eligible in the OpEx KPI. There are no aligned economic activities.

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Social

information

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S1-2 Processes for engaging with own workforce and workers’ representatives about impacts

Employee engagement occurs directly between employees and management through the line organisation, and between workers’ representatives and management where applicable.

Engagement activities are ongoing, with specific events conducted as a part of annual processes. The annual performance review between employees and their direct managers is used to recognise achievements, discuss development areas, and agree on targets for the upcoming period. Working environment, values-based behaviour and relations with the manager are a part of the discussion. The review is documented and followed up mid-year.

Additionally, an employee engagement survey is conducted at least annually to gather feedback on various workplace matters. Some business units have implemented higher frequency surveys. Based on these surveys, senior management and individual managers in all locations hold follow-up discussions with their teams to implement relevant actions, ensuring employee feedback is addressed and used to improve the working environment and people strategies. Senior executives and the board are informed of the survey results, incorporating employee feedback into decision-making processes. Where applicable, Works councils or workers’ representatives meet with management to ensure employee concerns are heard and addressed.

The function of ensuring engagement with workers and their representatives about impacts falls under the operational responsibility of the respective business unit president. As these processes derive from the requirements contained in the group’s Owner’s statement, the CEO is the most senior level in the organisation accountable for their implementation.

For seafarers, Ship Management engages directly with its workforce to ensure their well-being. Engagement includes pre-joining briefings before boarding vessels. The management team, vessel or fleet manager, and internal auditors conduct vessel operational excellence visits, vessel inspections, and

internal audits. External parties, such as external auditors and regulatory body inspectors, may also engage directly with seafarers, focusing on health, safety, and working conditions as per MLC requirements. Vessel manager inspections occur twice per year per vessel, while internal and external audits are conducted annually, with additional audits as required. Safety campaigns are carried out onboard whenever an undesired event is reported. Onshore, engagement with seafarers includes officer and cadet conferences. Officer conferences were held in key locations where seafarers are located, and the first cadet conferences were held in 2024 in Manila and Mumbai.

Ship Management has agreements with workers’ representatives to ensure the respect of human rights for its workforce. All seafarers are covered by either a collective bargaining agreement (CBA) or a special agreement approved by the International Transport Workers’ Federation (ITF). The ITF, along with its country affiliates, represents the interests of seafarers, providing the business unit with insights into the perspectives of its workforce.

Ship Management complies with Maritime Labour Convention (MLC), including requirements on non-discrimination, and runs programmes to increase the number of female seafarers in its pool. The business unit has human resource and occupational health policies in place, and practices to support a culture onboard where seafarers are empowered to monitor the workplace and participate in safety efforts. Compliance is verified through internal and external audits conducted by trained and qualified auditors covering both ship and shore processes.

Ship Management assesses the effectiveness of its engagement with its workforce by assigning vessel managers and HSEQ managers the responsibility of following up with vessels to ensure the implementation of preventive actions. This process is guided by the experience feedback flowchart, which helps in evaluating and improving engagement strategies with workers and their representatives regarding impacts.

S1-3 Processes to remediate negative impacts and channels for own workforce to raise concerns

Wilhelmsen has adopted multiple channels for its workforce to raise concerns or needs directly with the group, ensuring prompt and effective resolution. These channels include grievance mechanisms, meetings or forums, and informal mechanisms. Regular meetings and forums, such as working environment committees or town hall meetings provide a structured environment for open communication between employees and management. Informal mechanisms allow employees to discuss issues with supervisors or human resources representatives in settings such as one-on-one meetings or casual conversations. The group also uses employee feedback mechanisms, such as engagement surveys, to gather insights and address workplace concerns.

The whistle-blowing channel, established by the group, is accessible on the group’s intranet and website and is specifically designed for receiving and processing grievances or allegations related to human rights. It is written in plain English, available in multiple languages, guarantees confidentiality, and offers appropriate protection for stakeholders. The Code of Conduct and whistleblowing channel specifically forbids retaliation against whistleblowers. For seafarers, Ship Management

provides access to qualified health service providers, Mission to Seafarers chaplains, and a grievance procedure for seafarers during debriefing, further supporting the workforce in raising and addressing their concerns.

The group’s grievance and complaints handling mechanism is structured to systematically address whistleblowing cases. The group’s compliance officer initially reviews grievances or allegations from whistles and assigns a case handler from the relevant entity and function. The case handler follows a four-step process: confirmation, evaluation, investigation and information collection, and conclusion.

For grievances reported by a seafarer onboard, the Designated Person Ashore (DPA) from Ship Management is the initial point of contact. The DPA is responsible for receiving and working with the technical management centre in resolving the seafarer’s grievances. If a seafarer has already signed off a vessel, the seafarer can approach the manning centre to report grievances. If grievances remain unresolved, Ship Management engages in discussions and arbitration. Should the issue persist, a complaint can be lodged with the relevant authorities.

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The group addresses material negative impacts on its workforce by implementing measures based on annual human rights due diligence assessments. These measures include revising or creating new policies and conducting audits and campaigns to cease, prevent, or mitigate adverse impacts. The results of these mitigation activities are reported to senior executives and the board at least annually, while grievance handling and information requests are reported quarterly. If the group directly causes or contributes to harmful human rights impacts, it promotes access to or provides fair remediation. In the case of remediation, the effectiveness of the remediation efforts would be monitored for potential adjustments as needed. Regular reviews would be used to ensure that the remediation is achieving its intended outcomes and that any new issues are promptly addressed.

For seafarers, mental health support is offered through guidance in Ship Management’s health and safety management system (SMS), health campaigns, and consultations with qualified health professionals during officer conferences.

Contact details for external health experts, such as ISWAN, are also provided. Seafarers have free access to health and wellness materials and can contact the designated person ashore (DPA) or external qualified health service providers for consultations or grievances. Seafarers also have access to Mission to Seafarers chaplains when possible. Seafarers receive information about grievance mechanisms during the pre- joining briefing, and after signing off, seafarers can also provide feedback through the grievance of seafarer procedure during debriefing. Additionally, the whistleblowing channel available on the group’s website, allows seafarers to raise complaints anonymously.

The group ensures the effectiveness of the grievance channels through monitoring the type and volume of cases received, reports from the human resource function, and results from engagement surveys and Code of Conduct training. Management reviews the results of these processes to assess the understanding, awareness and trust in the grievance channels and identify improvement areas.

S1-4 Taking action on material impacts on own workforce, and approaches to managing risks and pursuing opportunities related to own workforce, and effectiveness of those actions

Wilhelmsen ensures that its actions do not cause or contribute to material negative impacts on its workforce through regular monitoring and assessments conducted by specialist functions (e.g. human resources, health and safety resources etc.) and management to evaluate workplace conditions and mitigate potential risks.

The group dedicates resources to secure compliance with regulations and standards, such as ISO 45001 and the ISM Code, is maintained to ensure a safe and healthy working environment. Business units assign competent resources to ensure that the health and safety management systems support a proactive safety culture, emphasising the responsibility of every individual to perform work safely and securely, with the authority to halt unsafe activities. Regular training on health, safety, and responsible practices is provided to employees. Internal audits are conducted to ensure compliance with safety regulations and identify areas for improvement. Management reviews are regularly performed to assess the effectiveness of these measures and make necessary adjustments. Regular risk assessments, including safety, operational, and cyber security risks, are conducted to further safeguard the workforce.

In addition, business units perform human rights due diligence assessments at least annually to identify actual and potential impacts that require measures to cease, prevent, or mitigate negative impacts. This involves rating the severity and likelihood of each impact and determining appropriate responses based on these ratings. A heat map of the impacts highlights the human rights most relevant to own workforce, such as providing safe and decent working conditions, ensuring fair treatment without discrimination. For seafarers, impacts identified include potential of being deprived of leisure when unable to take shore leave or sign off as scheduled, working conditions affecting physical and mental well-being, and harassment and discrimination in the workplace. Additionally, Wilhelmsen conducts annual risk assessments at the group level, incorporating human rights elements to ensure comprehensive evaluation and response to potential impacts. This structured approach ensures that the group effectively

addresses and communicates how it manages human rights impacts on its workforce. The findings from the assessment and planned actions are presented to the senior executives and board. From a positive impact perspective, Wilhelmsen is dedicated to creating an engaging and safe work environment promoting equal opportunities and offering professional management and growth opportunities for employees. The company is committed to fostering a culture that enables all employees to contribute and create value. It ensures professional and consistent management, while providing ample opportunities for employees to grow and excel.

Wilhelmsen has not identified any actual material impacts requiring remedy in relation to its workforce, and therefore, no specific actions have been taken to provide or enable remedy for such impacts.

Health and safety

In 2024, the group’s business units continued the important work of building a safety culture, particularly towards employees and seafarers exposed to higher risks related to operations at ports, on vessels, and at production, base and warehouse sites around the world. The actions included safety training, safety shares, site and vessel visits, management visits, audits and campaigns. Work related illness metrics were established and reported for the first year. Ship Management launched WLearn, a training platform for seafarers to develop their skills and knowledge, thereby contributing to safer and more efficient maritime operations.

The expected outcomes of these ongoing actions are heightened awareness of health and safety risks and controls, and safe working conditions. Regrettably in the reporting period, there was one onshore work-related fatality during an employee’s commute home after work, and two work-related fatalities among seafarers. One case involved a crew member who was trapped under a forklift during cargo operations, and the second case involved a crew member who fell from height during maintenance work in the engine room. Corrective and preventive actions included a safety stand down to pause all work in the affected area and reinforce safety awareness,

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risk assessments specific to the key controls identified, and learnings shared through safety briefings, crew conferences and during ship visits. These incidents highlight the critical need for continuous improvement in safety measures and protocols, emphasising the importance of ongoing efforts to enhance safety practices which will be the focus in 2025.

Equal treatment and opportunities for all

In 2024, the group has enhanced awareness of training, development, and career opportunities for employees. Wilhelmsen focused on diversity management and unconscious bias training for HR, leaders, and employees and implement awareness campaigns to improve the understanding of what an equal and inclusive workplace and business partner should be experienced as. Employees completed an average of 13 training

hours which was positively above the target of eight hours. The annual Code of Conduct training was conducted with 100% completion rate globally, and some business units supplemented the annual engagement survey with higher frequency surveys to better understand employee views. A global project to systematically classify jobs was started to provide better insights into potential pay disparities. For seafarers, actions included signing off as scheduled, with contract extensions made only with mutual consent and never beyond the time stipulated in the collective bargaining agreement (CBA). Continuous improvements are made based on engagement survey results, detected incidents, and safety survey results. The expected outcomes of these actions are engaged employees and a safe workplace where employees can develop and voice their views.

S1-5 Targets related to managing material negative impacts, advancing positive impacts,

and managing material risks and opportunities

The group has set targets related to its own workforce. Employees are not directly engaged in setting these targets however, they have access to information tracking the group’s performance and improvements, through the group’s intranet and scheduled events.

Competence development – training hours

As an integral part of Wilhelmsen’s values and People and workplace standard, the group works consistently to stay relevant and ensure employees have the skills and competencies necessary to create business value today and in the future. A learning organisation with motivated employees contributes to the efficiency of operations and has a positive effect on culture. All employees have access to training opportunities. Personal development plans are integrated in performance appraisal and review processes. The group’s approach to learning is based on three simple words – learn, apply, and share. By learning something new, applying it in work, and sharing it with colleagues, there is a better learning outcome for employees and more business impact. This approach exemplifies Wilhelmsen’s values of learning and innovation and teaming and collaboration. The target is eight hours of training per employee which is monitored and reviewed through regular tracking of internal training records. In 2024, the average training hours per employee was 13 hours, which points to consistent and positive dedication to professional development by employees. The target will remain the same for 2025.

Employee engagement

The annual employee engagement survey measures the group’s ability to provide an engaging and safe work environment. This target aligns with the group’s policy objectives of fostering a positive workplace culture and ensuring employee well- being. The survey encompasses various aspects of the work environment, including workload, environment, management support, strategy, meaningful work, accomplishment, growth, and reward. It is conducted among all employees in the group’s global operations. The survey utilises a standardised questionnaire from Workday Peakon which is based on industry best practices for employee engagement. The survey is distributed electronically, with responses collected anonymously to ensure candid feedback. The participation rate in 2024 was 93%, assuming sufficient representation of the workforce’s views. The target aligns with national, EU,

and international policy goals related to workplace safety and employee engagement, considering the wider context of sustainable development by promoting a healthy and supportive work environment. The survey aims to achieve improved employee satisfaction and safety, contributing to the overall well-being of the workforce. The target is greater than 8.0 points out of 10, and the result in 2024 of 8.2 points shows a consistent and positive high engagement. Senior management and individual managers in all locations are required to conduct follow-up discussions with their teams. Where results are less than the expected benchmark, managers are required to implement specific actions to improve results. The target will remain the same for 2025.

Gender balance in top management and internal boards

The group has a strategic target in its strategy and Owner’s statement to achieve a 40% gender balance in the top three management levels and internal boards by 2030, with an interim target of 30% by 2025. The top three levels are defined as: the group’s CEO at level 0, senior executives at level 1, the business unit presidents and other group-level management at level 2, and the business units’ management teams at level 3. Internal boards are those of the group’s business units. The methodologies used to define this target included an analysis of current gender representation, benchmarking against industry standards, and alignment with EU, international, and Norwegian policy goals on gender equality. The target considers the wider context of sustainable development by aiming to improve gender diversity and aligns with the United Nations Sustainable Development Goals (UNSDGs). The intended outcomes are to access the broadest talent pool enabling more diverse competencies and decision-making.

At the end of the reporting period, females represented 34% of top three management positions in the group, and 40% of board members in business unit boards, which is on target.

The interim target of 30% applies for 2025.

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Health and safety – work-related fatalities

The group aims to have a safe and engaging workplace with zero work-related fatalities or other work-related harm to people. This metric measures the number of work-related fatalities involving onshore employees and seafarers under Ship Management technical management contracts. Seafarers under crew management contracts are excluded from this target because Wilhelmsen does not have control over the safety management systems of those vessels. The target is zero fatalities.

Health and safety – lost time injury frequency (LTIF) rate and total recordable case frequency (TRCF) rate

The group aims to have a safe and engaging workplace with zero work-related fatalities or other work-related harm to people. The lost time injury frequency (LTIF) rate tracks the frequency of work-related injuries that result in time away from work. The total recordable case frequency (TRCF) rate tracks the frequency of work-related injuries, including those that may require medical treatment. The group’s TRCF rate definition is the same as the ESRS S1-14 Recordable work- related accidents (rate).

The two metrics serve as a reflection of the overall safety culture and incident prevention measures. The targets include all measures and practices aimed at preventing work-related injuries and fatalities and applies to all onshore employees in the group’s global operations and seafarers under technical management contracts. Seafarers under crew management contracts are excluded from this target because Wilhelmsen does not have control over the safety management systems of those vessels.

Data is collected from internal incident reports, safety records, and exposure hours from human resources systems.

The target assumes that historical performance data is accurate and that benchmarking against comparable results in the maritime sector is relevant and reliable. The target aligns with national, EU, and international policy goals related to workplace health and safety, considering the wider context of sustainable development by promoting a safe and healthy work environment. It aims to achieve zero work-related fatalities and minimise other work-related harm, contributing to the overall safety and well-being of the workforce.

The LTIF and TRCF rates are monitored by business units on an operational level and presented to senior executives and the board on a quarterly basis. This monitoring ensures that incidents are promptly addressed and deviations from the target are identified. The definitions and methodologies of the LTIF rate and TRCF rate are reviewed annually to ensure consistency and comparability over time. The target is based on historical performance of the group’s business units and is benchmarked against comparable results in the maritime sector.

The LTIF rate was within target for the reporting period, and the target will be the same for 2025. The TRCF rate was not within target in the reporting period related to seafarers. This requires continued attention and actions, including following up the results of the safety survey, ongoing campaigns and trainings to strengthen safety awareness. This includes conducting safety drills, holding safety talks, providing training, arranging visits from shore management personnel, and running continuous awareness campaigns to ensure everyone can apply the safety protocols. At the same time, a higher TRCF rate can indicate improved incident reporting, ensuring that more incidents are being recorded and addressed, which is essential for enhancing overall safety culture and safety measures. The target will remain the same for 2025.

Metrics and targets

Objective

Metric

Target

2024

Performance

2024

Base year

Baseline

Target

2025

Enhance employee skills and knowledge through continuous learning.

Training hours, average per employee (hours)

8

13

2023

10

8

Improve employee satisfaction and retention through engagement initiatives.

Employee engagement score (points)

>8

8.2

2023

8.1

>8

Broaden the talent pool to enhance decision- making and competencies.

Top management gender balance (%)

>30

34

2022

25

>30

Internal boards gender

balance (%)

>30

40

2022

14

>30

Zero work-related fatalities.

Work-related fatalities (number)

0

3

2022

0

0

Minimise work-related incidents and injuries.

Lost time injury frequency

rate (rate) – employees

Not exceeding 2.0

1.37

2022

2.0

Not exceeding 2.0

Lost time injury frequency

rate (rate) – seafarers

Not exceeding 0.4

0.34

2022

0.25

Not exceeding 0.4

Total recordable case frequency rate (rate) - employees

Not exceeding 5.0

2.35

2022

0.79

Not exceeding 5.0

Total recordable case frequency rate (rate) - seafarers

Not exceeding 2.8

3.28

2022

1.86

Not exceeding 2.8

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S1-6 Characteristics of the undertaking’s employees

Accounting policies

Headcount is based on the number of employees registered in the human resources systems on 31 December 2024. Employees include permanent, temporary, expatriates, trainees, interns, and apprentices. Permanent employees include permanent and expatriate sub-worker types, while temporary employees include apprentice, intern, temporary, and trainee sub-worker types. A significant assumption is that all data is accurate and up to date in the human resources system. Some data may be restricted due to legal reasons, and potential discrepancies across departments or regions could affect data accuracy. The metrics are not validated by an external body other than the assurance provider. The headcount can be cross-referenced to the group’s annual financial report, page 101, Note 6: Employee benefits, Number of employees.

Total employees (headcount): number of employee headcount at year-end including permanent, temporary, expatriates, trainees, interns, and apprentices.

Employees, by gender (headcount): total number of employee headcount split per gender category. Employee’s gender is recorded based on employees’ own registration as male, female, other or not reported.

Employees, by region and significant countries (headcount): total number of employee headcount by type and region and the split per major countries (countries exceeding 10% of total group headcount).

Employee turnover (number, rate): total number of employees leaving the group during the year, and for turnover rate, divided by the headcount at the end of the year.

Employees, by contract type and by gender (headcount): total number of employee headcount split per gender and contract type. A permanent employee works in a normal long-term job role without a predetermined end-date in their contract. A temporary employee works in a temporary job role lasting for a defined period of time as defined by the end-date in their agreement. The group does not currently have non-guaranteed hours employees.

Employee metrics

Number of employees (headcount)

Employees, by gender

Male

3 682

Female

2 083

Other

Not reported

1

Total employees

5 766

Employees, by significant countries

Norway

1 405

Malaysia

600

Other countries

3 761

Employee turnover (number, rate)

2024

Employees who left the company during the reporting period (number)

997

Employee turnover rate (%)

17

Employees, by contract type and by gender (headcount)

Female

Male

Other

Not disclosed

Total

Number of employees

2 083

3 682

0

1

5 766

Number of permanent employees

1 989

3 454

0

1

5 444

Number of temporary employees

94

228

0

0

322

Number of non-guaranteed hours employees

0

0

0

0

0

Employees, by region (headcount)

Africa, Middle East and Black Sea

Americas

Asia Pacific

Europe including Nordics

Total

Number of employees

733

313

1 576

3 144

5 766

Number of permanent employees

722

310

1 514

2 898

5 444

Number of temporary employees

11

3

62

246

322

Number of non-guaranteed hours employees

0

0

0

0

0

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S1-7 Characteristics of non-employees in own workforce

Accounting policies

The most significant non-employees in Wilhelmsen’s

workforce are seafarers under Ship Management’s technical management contracts. These individuals are defined as non- employees in own workforce because the employment contract is signed by Wilhelmsen on behalf of customers who are vessel owners. As ship managers, Wilhelmsen exercises employer responsibility towards the crew, while the vessel’s owner remains the true employer.

A significant assumption is that all data is accurate and up to date in Ship Management’s crew management system. The metrics are not validated by an external body other than the assurance provider.

Total non-employees (headcount): Number of non-employee headcount at year-end. This refers to the number of seafarers that are included in the pool for Ship Management at year- end. The headcount can be cross-referenced to the annual financial report, page 101, Note 6: Employee benefits, Seagoing personnel Ship Management.

Non-employee metric

2024

Non-employees

12 231

S1-8 Collective bargaining coverage and social dialogue

Accounting policies

These metrics are related to the impacts on people and potential for discrimination in own operations. The metrics are not validated by an external body other than the assurance provider.

Data on collective bargaining and social dialogue is based on local HR records, but the records may be incomplete in certain countries due to the sensitive nature of information about individual employment terms and participation in labour unions. An estimated 24% of the group’s employees are covered by collective bargaining agreements (CBA). In the European Economic Area (EEA), 10 of the 27 countries where Wilhelmsen have a presence have employees covered by CBAs. Norway is the only country in the EEA with ≥50 employees representing ≥10% total employees. There is no agreement with employees in Norway for representation by a European Works Council (EWC), a Societas Europaea (SE) Works Council, or a Societas Cooperativa Europaea (SCE) Works Council. Non-EEA countries are not reported in the table below as per the ESRS1 appendix C phase in provisions.

For employees not covered by a CBA, working conditions and terms of employment are determined based on a combination of factors, including market conditions based on location, similar positions within the business unit, and the employee’s skills and experience. An additional factor may be the same terms as a CBA. Employees in the same country but in another business unit where CBAs do not exist may not have the same terms as those who are part of the CBA.

Employees covered by collective bargaining agreements, by region (%): Number of employees in the region covered by a collective bargaining agreement divided by the total number of employees in the region.

Employees covered by Works Councils, by region (%): Number of employees in the region covered by a Work Council divided by the total number of employees in the region.

Collective bargaining coverage

Social dialogue

Coverage rate

Employees – EEA (for countries

with ≥50 employees representing

≥10% total employees)

Employees – non-EEA (estimate

for regions with ≥50 employees

representing ≥10% total employees)

Workplace representation (EEA only)

(for countries with ≥50 employees

representing ≥10% total employees)

0-19%

Norway

20-39%

40-59%

Norway

60-79%

80-100%

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S1-9 Diversity metrics

Accounting policies

These metrics are related to the impacts on people and potential for discrimination in own operations. An entity- specific metric is defined for gender distribution in internal boards. The metrics are not validated by an external body other than the assurance provider.

Top management gender distribution (headcount, %): gender distribution of members of management in the group’s top three levels of management, where the group’s CEO is level 0, the group’s senior executives are level 1, business unit presidents and other group management are level 2, and business units’ management are level 3. A significant assumption is that all data is accurate and up to date in the human resources system.

Employee age group distribution (headcount, %): total number of employees at year-end divided into three age groups: under 30 years old, between 30 and 50 years old, and over 50 years old. A significant assumption is that all data is accurate and up to date in the human resources system.

Entity-specific - Internal board roles gender distribution (number, %): number of board roles in consolidated business units (“internal boards”), split per gender of board member. Individuals can be members of multiple boards. A significant assumption is that all board membership data is accurate and up to date.

Entity-specific - Employee engagement score (points): aggregated score of survey responses from all employees participating in the annual survey, with maximum score of 10 points. A significant assumption is that all data is accurate and up to date in the Workday Peakon system and reflects the views of employees.

Diversity metrics

2024

Top management gender distribution

Females (headcount)

23

Males (headcount)

44

Gender not disclosed (headcount)

0

Females (%)

34

Males (%)

66

Gender not disclosed (%)

0

Employee age group distribution

Under 30 years old (headcount)

1097

30-50 years old (headcount)

3265

Over 50 years old (headcount)

1404

Under 30 years old (%)

19

30-50 years old (%)

57

Over 50 years old (%)

24

Entity-specific - internal board roles gender distribution (number, %)

Females (number)

18

Males (number)

27

Gender not disclosed (number)

0

Females (%)

40

Males (%)

60

Gender not disclosed (%)

0

Entity-specific - employee engagement score (points)

8.2

S1-10 Adequate wages

Based on an assessment of all employees and all geographies, no wages were identified as below the applicable adequate wage benchmark.

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S1-13 Training and skills development metrics

Accounting policies

These metrics are related to the impacts on people and potential for discrimination in own operations. Employees have one main annual performance review at the beginning of the year and an interim review mid-year. In 2024, both performance reviews were conducted. The metrics are not validated by an external body other than the assurance provider.

Employee performance review participation, by gender (%): number of employees by gender participating in the annual performance review divided by the total number of employees. As the 2024 annual review process was initiated at the end of the fourth quarter in 2023 and completed in the first quarter in 2024, the calculation is based on the number of employees, by gender,

as of 31 December 2023. A significant assumption is that the human resources systems used to record performance review data are accurate and up to date, and employees have completed the event.

Employee average training hours, by gender (hours): number of mandatory and voluntary training hours recorded divided by the total number of employees at year end. Training hours is based on training registered in core learning systems, and an estimate for training not registered in these systems such as on-the-job training, local instructor-led courses and operational training. The estimate is calculated as the duration of known training events multiplied by the number of employees participating.

A significant assumption is that employees have completed the training events, and that core learning systems are accurate and up to date.

Training and skills development metrics

2024

Employee performance review participation, by gender (%)

Total

89

Females

85

Males

91

Gender not disclosed

100

Employee average training hours, by gender (hours)

Females

12

Males

13

Total

13

S1-14 Health and safety metrics

Accounting policies

These metrics are related to the impacts on people and health and safety incidents in own operations. The metrics are not validated by an external body other than the assurance provider. Cases of work-related ill-health and number of days lost to injuries, accidents, fatalities, and work-related ill health are not reported as per the ESRS1 appendix C phase in provisions.

100% of the group’s own workforce are covered by health and safety management systems based on established standards such as ISO45001 or ISM Code for seafarers.

Recordable work-related accidents (number): number of accidents occurred while engaged in work-related activities by employees and non-employees. This includes accidents happening during working hours while performing work-related tasks. The total number includes lost time injuries, restricted work cases, and medical treatment incidents. A significant assumption is that accidents have been dutifully and accurately reported in the relevant incident reporting systems.

Recordable work-related accidents (rate): total number of work- related accidents reported for the year per million total hours worked by employees and non-employees (seafarers).

For employees, the total hours worked are estimated based on normal or standard hours of work in the location. The hours are

not taking into account entitlements to periods of paid leave of absence from work (for example, paid vacations, paid sick leave, public holidays). A significant assumption is that data is accurate in the human resource system and normal or standard hours are applied consistently, and that accidents have been dutifully and accurately reported in the relevant incident reporting systems.

For seafarers (non-employees), the total hours worked are estimated based on the nature of exposure being 24 hours a day seven days a week whilst onboard. The total hours worked are calculated based on the weekly reports submitted by each vessel. Each vessel will submit its headcount onboard, which is multiplied by 24 hours a day by seven days a week. The total number of weekly exposure hours are tallied to make up the annual exposure hours. Seafarers work on a rotational basis, and the figure here refers to the number of seafarers who worked onboard vessels under Ship Management’s technical management in the reporting period. A significant assumption is that data is accurate in the weekly reports and exposure hours are applied consistently, and that accidents have been dutifully and accurately reported in the relevant incident reporting systems.

Fatalities (number): number of work-related fatalities of the group’s employees and non-employees (seafarers), and

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fatalities occurring at Wilhelmsen sites and vessels under technical management of Ship Management, involving other workers who are not part of the group’s own workforce. In the reporting period, there were two fatalities among other workers in the value chain while managed vessels were alongside in port. A significant assumption is that accidents have been dutifully and accurately reported in the relevant incident reporting systems.

Lost time injury frequency (LTIF) (rate): total number of work- related lost time injuries reported for the year per million total hours worked by employees and non-employees (seafarers). Work-related is an occurrence arising out of or in the course of work as per the ESRS Annex II definitions. Lost time injuries are the sum of the number of work-related fatalities, permanent total disability (PTD), permanent partial disability (PPD) and number of Lost workday cases (LWC). A LWC is an injury

which results in an individual being unable to carry out any of their duties or to return to work on a scheduled work shift on the day following the injury (unless caused by delays in getting medical treatment).

For employees, the total hours worked are estimated based on normal or standard hours of work in the location. The hours are not taking into account entitlements to periods of paid leave of absence from work (for example, paid vacations, paid sick leave, public holidays). A significant assumption is that data is accurate in the human resource system and normal or standard hours are applied consistently, and that accidents have been dutifully and accurately reported in the relevant incident reporting systems.

For seafarers (non-employees), the total hours worked are estimated based on the nature of exposure being 24 hours a day seven days a week whilst onboard. The total hours worked are calculated based on the weekly reports submitted by each vessel. Each vessel will submit its headcount onboard, which is multiplied by 24 hours a day by seven days a week. The total number of weekly exposure hours are tallied to make up the annual exposure hours. Seafarers work on a rotational basis, and the figure here refers to the number of seafarers who worked onboard vessels under Ship Management’s technical management in the reporting period. A significant assumption is that data is accurate in the weekly reports and exposure hours are applied consistently, and that accidents have been dutifully and accurately reported in the relevant incident reporting systems.

Health and safety metrics

2024

Employees in the company’s own workforce

Fatalities as a result of work-related injuries (number)

1

Recordable work-related accidents (number)

23

Recordable work-related accidents (rate)

2.25

Entity-specific - Lost time injury frequency (rate)

1.37

Non-employees in the company’s own workforce

Fatalities as a result of work-related injuries (number)

2

Recordable work-related accidents (number)

133

Recordable work-related accidents (rate)

3.28

Entity-specific - Lost time injury frequency (rate)

0.34

Other workers

Fatalities as a result of work-related injuries (number)

2

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S1-16 Remuneration metrics (pay gap and total remuneration)

Accounting policies

These metrics are related to the impacts on people from potential discrimination in own operations. The metrics are not validated by an external body other than the assurance provider.

Gender pay gap (%): the difference between the total average hourly pay of male and female employees, expressed

as a percentage of the male average pay. Employees working 100% full-time equivalent (FTE) as of 1 November 2024, the date on which the data was extracted for analysis, are included in the metrics. Employees working less than full- time equivalent (FTE) are excluded to provide a more accurate and meaningful analysis of remuneration among the core employee population. This is the first year of reporting global remuneration metrics across 56 countries based on the data available in the group’s human resources systems. As such, a significant assumption is that all the data has been gathered from the various human resources systems globally and processed consistently to arrive at hourly pay per employee, which is the basis for the pay gap calculation. Further analysis of the data will be undertaken in 2025.

Remuneration ratio (ratio): Ratio between the annualised pay and bonus paid out of the highest paid individual and the median of all employees, excluding the highest paid individual. Employees working 100% full-time equivalent (FTE) as of 1 November 2024, the date on which the data was extracted for analysis, are included in the metrics. Employees working less than full-time equivalent (FTE) are excluded to provide a more accurate and meaningful analysis of remuneration among the core employee population. The salary figures used to calculate the total remuneration ratio are not adjusted for purchasing power differences between countries. A significant assumption is that all the data has been gathered from the various human resources systems globally and processed consistently to arrive at median pay and bonus for all employees.

Remuneration metrics

2024

Gender pay gap (%)

31

Remuneration ratio (ratio)

16.4

S1-17 Incidents, complaints and severe human rights impacts

Accounting policies

These metrics are related to the impacts on people from potential discrimination in own operations. The metrics are not validated by an external body other than the assurance provider.

Incidents of discrimination and harassment (number): total number of whistles registered in the group’s whistle-blowing system and classified as discrimination related. Whistles related to both employees and non-employees (seafarers) are included. In 13 of the cases the allegations were confirmed, with appropriate mitigating actions taken. The remaining 10 whistles were concluded as “dismissed”: allegations not confirmed, not possible to follow up due to lack of information, misunderstanding between employees, no wrongdoing, or whistle blower not wanting the case to be pursued. A significant assumption is that the data provided accurately reflects incidents.

Complaints related to social and human rights incidents filed through channels for own workers (number): total number of whistles registered in the group’s whistle-blowing system regarding social and human rights incidents, excluding those related to discrimination and harassment, identified during the reporting period. Whistles related to both employees and non- employees (seafarers) are included. A significant assumption is that the data provided accurately reflects complaints made.

Complaints filed through National Contact Points for OECD Responsible Business Conduct (number): total number of complaints filed with body during the reporting period.

A significant assumption is that the data provided accurately reflects complaints filed.

Fines, penalties, and compensation paid resulting from work- related incidents and complaints (USD million): total amount of money spent on fines, penalties and compensation resulting from the incidents of discrimination and harassment and other social human rights cases, paid during the reporting period. Associated legal costs are excluded. A significant assumption is that the data provided accurately reflects payments made. No monetary amounts are disclosed that require reconciliation with the financial statements.

Severe human rights incidents connected to the company’s workforce (number): total number of confirmed work-related severe human rights cases identified during the reporting period. The scope includes severe human rights violations as defined by the UN Guiding principles on Business and Human Rights, ILO Declaration of Fundamental Principles and Rights at work and/or OECD Guidelines for Multinational Enterprises. A significant assumption is that the data provided accurately reflects incidents.

Work-related grievances, incidents and complaints metrics

2024

Incidents of discrimination, including harassment (number)

23

Complaints filed through channels for own workers to raise concerns (including grievance mechanisms) (number)

15

Complaints filed through channels for own workers to raise concerns (including grievance mechanisms) to the National Contact Points for OECD

Multinational Enterprises (number)

0

Fines, penalties, and compensation for damages as a result of incidents and complaints (USD million)

0

Severe human rights incidents connected to the company’s workforce (number)

0

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3.2 S2 Workers in

the value chain

Wilhelmsen’s strategic ambition is to work with responsible supply chain partners. With operations in 56 countries and more than 10,000 suppliers, there is potential for negative human rights impacts such as forced labour or child labour, unsafe working conditions, inadequate wages, and discrimination in the value chain. These risks are higher for specific groups in certain locations, industries, job types, and among minorities. Each of these issues can lead to physical and emotional trauma, loss of earning power, and reduced well- being for the affected value chain workers.

Wilhelmsen has zero tolerance for all forms of corruption, modern slavery, and child labour. The group requires all suppliers to commit to responsible business practices, ensuring fair treatment of workers and adherence to human rights standards. Suppliers must provide safe working conditions, ensure fair wages, and maintain safety standards. Wilhelmsen enforces these requirements through the Supplier Code of Conduct, which is upheld through regular screening, assessments, and audits to prevent forced labour or child labour and to address issues like discrimination, harassment, and bullying.

ESRS 2 SBM-3 S2 Material impacts, risks and opportunities and their interaction

with strategy and business model

Value chain workers materially impacted by the group’s operations, products, services, and business relationships are included in this disclosure.

Specific groups

Type of involvement

Potential impacts

Seafarers

Work onboard vessels under a contractual arrangement with a ship owner/operator, and maintain an ongoing relationship with Ship Management.

When Ship Management has a crew management contract with the ship owner/operator, without technical management or control over the vessel’s safety management system, the seafarers are considered as value chain workers.

Exposure to hazardous conditions, discrimination, harassment, bullying, corruption and bribery demands, labour rights violations, and data privacy breaches.

On-site workers that are not

part of the own workforce

Involved in various on-site activities and subject to the group's safety and labour standards.

Exposure to hazardous conditions

and potential labour rights violations.

Workers in joint ventures or partnership projects

Involved in specific projects or operations where Wilhelmsen has a stake or management role.

Inconsistent labour practices and lack of adherence to safety standards.

Subagents

Workers employed by subagents who facilitate various aspects of the value chain.

Unsafe working conditions, long working hours, low wages, poor working conditions, exposure to hazardous conditions.

Upstream value chain workers

Engaged in the extraction, refining, manufacturing, or processing of raw materials and production of components

Downstream value chain workers

Involved in logistics, local toll blending sites, distribution, and use of sold products.

Particularly vulnerable workers including migrant workers, women, and young workers

Employed by suppliers in the upstream or downstream value chain.

Child labour, forced labour, exploitation, lack of access to

social protections, discrimination, unsafe working conditions.

Material impacts related to value chain workers

Material potential impacts on workers in the value chain have been identified related to equal treatment and opportunities, forced or child labour, working conditions, and health and safety.

The group’s strategy to provide cost-effective and timely services can pressure labour rights within the value chain, potentially leading to cost-cutting measures affecting wages and working conditions. Rapid delivery demands can result in longer working hours and increased stress, leading to labour rights violations. Poor health and safety standards also pose significant risks of workplace accidents and injuries. Using

materials from unknown sources can hide exploitation, unsafe conditions, and low wages. Engaging with many suppliers without stringent oversight can result in inconsistent labour practices and potential human rights abuses. Wilhelmsen uses a risk-based approach to conduct screening, oversight, audits, and some training of suppliers to ensure compliance with labour rights and safety standards. Increasing supply chain transparency helps identify and address potential human rights abuses and labour violations. The group adopts procurement practices that prioritise the welfare of workers and the environment, engaging with suppliers who comply with laws, uphold ethical practices, and ensure fair wages and safe conditions.

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S2-2 Processes for engaging with value chain workers about impacts

Wilhelmsen considers the perspectives of value chain workers when making decisions or taking actions to manage actual and potential impacts related to them. Although the group does not systematically engage directly with value chain workers, it gains insights into their perspectives, including those of vulnerable workers, through publicly available information such as industry

papers, country and industry risk indicator models, NGO briefings, and internal resources like supplier audit reports.

As Wilhelmsen continues to develop its due diligence activities, the goal is to achieve a more comprehensive understanding of potentially affected value chain workers.

S2-3 Processes to remediate negative impacts and channels for value chain workers to raise concerns

Wilhelmsen has adopted channels for value chain workers to raise concerns and supports their availability in the workplace in the Supplier Code of Conduct. Suppliers shall have in place appropriate grievance, disciplinary and termination procedures.

A whistleblowing channel is available on the group’s website for all internal and external stakeholders including value chain workers. All stakeholders can also request information via email ( humanrights@wilhelmsen.com ) on the group’s activities and human rights due diligence processes. The group does not assess value chain workers’ awareness or trust in the whistleblowing channel.

For seafarers on crew management contracts, a debriefing process after sign-off is a channel to address any feedback, concerns, or grievances. All advertisements for seafaring positions clearly state that they should not pay placement fees, and the whistleblowing channel is included in these

advertisements. Banners at manning offices reinforce this message and feedback forms are sent to seafarers’ personal emails after sign-off.

Issues raised through the whistleblowing channel are tracked and monitored. This channel ensures confidentiality and protection for stakeholders. Wilhelmsen has a systematic procedure for handling whistleblowing cases, including prompt investigations, documentation of findings, and feedback to the whistleblower. Reports on investigated cases are submitted to senior executives and the board. The Marine human resources department and manning agents follow up on issues related to seafarers on crewing management contracts.

When Wilhelmsen identifies that it has caused or contributed to a material negative impact on value chain workers, it promotes access to and provides fair remediation. The group conducts periodic reviews to ensure continued relevance and improvement in its processes.

S2-4 Taking action on material impacts on value chain workers

Wilhelmsen has adopted actions related to supply chain management to mitigate potential negative impacts on workers in the value chain. This includes screenings, on-site audits, and due diligence checks in customer and supplier relationships.

In addition to findings from supplier or customer due diligence screenings or audits, the group identifies necessary actions through an annual human rights due diligence process, guided by the UN Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises. This includes assessing impacts, integrating findings, and monitoring progress.

To prevent or mitigate negative impacts, Wilhelmsen requires suppliers to comply with its Supplier Code of Conduct, conducts supplier screenings and audits, and has a whistleblowing channel available for value chain workers to report concerns. Specific areas of focus are employment conditions, working environment, health and safety standards, and particularly for seafarers, the elimination of recruitment fees. Additionally, for specific supplier types, business units hold awareness and training sessions to ensure supplier representatives can meet the established expectations.

In the reporting period, 99% of suppliers in defined tiers (based on risk, spend or criticality) were screened with ESG criteria, and the Supplier Code of Conduct was accepted by 95% of new suppliers in defined tiers or those undergoing contract renewal. For current suppliers, business units conduct ongoing desktop due diligence to identify and determine suppliers at high human rights related risk. In the period, business units conducted 742 supplier audits or assessments with ESG criteria. Business units have also increased awareness and management attention and focus on country risk/outsourcing risks. In addition, business units have conducted supplier workshops, information sessions, performance assessments, and business reviews. Any findings following these assessments are addressed to the suppliers with expected corrective actions.

These actions are part of a continuous effort over the short and medium term intended to prevent child labour and forced labour, improve employment conditions, enhance health and safety standards, and eliminate recruitment fees for seafarers.

No significant financial resources are allocated to action plans, as necessary processes and resources are established. No material impacts requiring remedy were identified in the reporting period.

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S2-5 Targets related to managing material negative impacts, advancing positive impacts,

and managing material risks and opportunities

Wilhelmsen has set metrics and targets related to supply chain management to mitigate potential negative impacts on value chain workers. The process for setting metrics and targets involves using historical organisational data, such as supplier assessments, audits, due diligence assessments, and changes in the business context. Workers in the value chain are not directly engaged in setting these targets and do not have direct access to the group’s performance tracking or improvements, except through information available on the group’s website.

Suppliers screened with ESG criteria: as an integral part of Wilhelmsen’s Supplier Code of Conduct, the group works to ensure potential or new suppliers or those with contract renewal meet stringent ESG criteria before engagement. The target is 100% of suppliers in defined tiers. Targeting defined tiers of suppliers allow for a risk-based approach using criteria such as

spend, criticality, and ESG related risks. In 2024, the result was 99% which is considered positive engagement with suppliers. The target will remain the same for 2025.

Suppliers agreeing to the Supplier Code of Conduct: The

group works to have suppliers commit to and comply with the ESG standards set out in the Supplier Code of Conduct. The target is 100% of suppliers in defined tiers agreeing. Targeting defined tiers of suppliers allow for a risk-based approach based on criteria such as spend, criticality, and ESG related risks. Where a supplier has its own Code of Conduct which is equivalent to or better than the group’s then an agreement can be made on that basis. In 2024, the result was 95% which is considered positive and a provides a foundation to work with suppliers to maintain ESG standards. The target will remain the same for 2025.

Entity-specific metrics related to workers in the value chain

Accounting policies

The metrics are not validated by an external body other than the assurance provider.

Suppliers screened with ESG criteria (%): total number of suppliers that are screened with ESG criteria as a percentage of suppliers in defined tiers that are potential, new, or have contract renewal. Defined tiers are used as a risk-based approach to target specific supplier and contract types, for example based on spend, criticality, and ESG related risks.

A significant assumption is that the ESG criteria used in the audit or assessment, addresses relevant human rights and

working conditions impacts related to the supplier, and that

the records are accurate.

Suppliers agreeing to the Supplier Code of Conduct (%): total number of suppliers that agree to the Supplier Code of Conduct as a percentage of suppliers in defined tiers that are new or have a contract renewal. Defined tiers are used as a risk-based approach to target specific supplier and contract types, for example based on spend, criticality, and ESG related risks. A significant assumption is that agreements recorded in the procurement or supplier due diligence system are accurate.

Metrics and targets

Objective

Metric

Target

2024

Performance

2024

Base year

Baseline

Target

2025

Ensure new suppliers meet stringent ESG criteria before engagement.

Suppliers screened with ESG criteria (%)

100

99

None

None

100

Have suppliers commit to and comply with

the ESG standards set out in the Supplier Code

of Conduct.

Suppliers agreeing to the Supplier Code of Conduct (%)

100

95

None

None

100

Sustainability statement │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Governance

information

Sustainability statement │ Wilh. Wilhelmsen Holding ASA Annual report 2024

76

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4.2 Entity-specific

- Cyber security

Wilhelmsen invests in robust cyber security measures and data protection protocols to safeguard personal information and ensure the integrity of its systems. All business units are expected to have a robust cyber security governance framework in place, supported by dedicated cyber resources and competencies. Wilhelmsen’s workforce may be exposed to privacy breaches, unauthorised use of information, or cyber-

attacks from undesirable actors. Personal data privacy breaches can lead to unlawful use of data, cyberbullying, exposure to harmful content, identity theft, fraud attempts, and ransom demands. Incidents can cause emotional trauma, reputational damage, legal issues, and financial losses, impacting the affected individuals and their families.

ESRS 2 MDR-P Entity-specific policies related to cyber security

The group adopted its IT and Cyber security standard in 2024 to define a mandatory minimum set of security requirements, establish a security direction and ambition for the group, and outline levels of accountability and responsibility for cyber security within Wilhelmsen and its business units. The standard addresses material impacts related to information security, including data breaches, unauthorised access, and cyber threats. The process for monitoring includes regular assessments, audits, and reviews to ensure compliance and effectiveness. As the standard derives from the requirements contained in the group’s Owner’s statement, the CEO is the most senior level in the organisation accountable for its implementation.

The standard applies to all business units and covers all business processes, assets, and services across the geographies where Wilhelmsen operates. The standard also extends to suppliers, who are expected to comply with and promote these principles within their own supply chains. The standard aligns

with internationally recognised standards such as ISO/IEC 27001, which provides a framework for information security management. The group also focus on compliance with EU General Data Protection Regulation (GDPR), with relevant procedures and practices in place relating to the processing of personal data.

Wilhelmsen considers the interests of key stakeholders, including employees, suppliers, and business partners. The standard ensures that all parties involved are aware of their responsibilities and the importance of maintaining cyber security standards to protect sensitive information and mitigate risks. The standard is available to all employees in the group’s management system. Suppliers and business partners are informed of the standard through contractual agreements and the Supplier Code of Conduct (please refer to S2 Workers in the value chain). The standard is also reinforced through mandatory cyber security awareness and training programs for all employees.

ESRS 2 MDR-A Entity-specific actions and resources related to cyber security

In 2024, the group implemented the IT and Cyber security standard and conducted a cyber security governance assessment. Additionally, the group completed a targeted uplift for the EU directive NIS2 and established a Governance, Risk, and Compliance (GRC) platform. A cyber compass programme was launched to support 2024 targets, involving gap assessments and planning for gap closure in the short to medium-term.

The group enhanced security awareness through multiple

phishing campaigns and plans to increase their frequency with direct follow-ups. Data protection enquiries from stakeholders were addressed with no significant breaches reported. The focus in 2025 will be on completing identified gap closures, implementing robust cyber risk assessments related to own operations and value chain, and continued cyber security training and awareness for employees. These actions aim to strengthen the group’s overall cyber security and protect against potential threats.

Sustainability statement │ Wilh. Wilhelmsen Holding ASA Annual report 2024

79

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Lysaker, 19 March 2025

The board of directors of Wilh. Wilhelmsen Holding ASA

Electronically signed:

Carl E. Steen (chair)

Thomas F. Borgen

Morten Borge

Rebekka Glasser Herlofsen

Ulrika Laurin

Thomas Wilhelmsen (group CEO)

Sustainability statement │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Cont. note 2 Segment reporting

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.

USD mill

Maritime Services

New Energy

Strategic Holdings

and Investments

Eliminations

Total

31.12.2024

31.12.2023

31.12.2024

31.12.2023

31.12.2024

31.12.2023*

31.12.2024

31.12.2023

31.12.2024

31.12.2023*

Balance Sheet

Assets

Non current assets

Deferred tax assets

44

40

1

1

7

10

52

51

Goodwill and other intangible assets

119

125

5

6

1

1

125

132

Properties and other tangible assets

161

168

396

439

14

16

571

623

Right-of-use assets

36

36

63

61

29

24

(7)

(10)

121

112

Investments in joint ventures and associates

32

30

221

204

1 749

1 642

2 001

1 877

Financial assets to fair value

5

86

82

86

87

Other non current assets

19

8

22

37

(2)

(4)

39

42

Total non current assets

410

408

708

754

1 886

1 776

(10)

(14)

2 994

2 924

Current assets

Inventories

119

121

119

121

Current financial investments

121

124

121

124

Other current assets

278

261

85

76

111

17

(106)

(11)

368

342

Cash and cash equivalents

115

144

(48)

21

88

59

155

224

Total current assets

513

526

37

98

320

200

(106)

(11)

764

811

Total assets

923

933

745

852

2 206

1 975

(116)

(25)

3 758

3 735

EQUITY AND LIABILITIES

Equity

Shareholders' equity

172

177

368

382

2 039

1 772

2 580

2 332

Non-controlling interests

2

2

4

6

109

148

115

155

Total equity

174

179

373

388

2 148

1 921

2 695

2 488

Non current liabilities

Pension liabilities

14

15

1

1

6

7

21

23

Deferred tax liabilities

12

11

12

12

Non current interest-bearing debt

64

174

210

279

5

7

(2)

(4)

277

456

Non current lease liabilities

27

28

61

61

26

22

(7)

(9)

108

101

Other non current liabilities

5

6

3

5

8

11

Total non current liabilities

121

233

276

346

38

37

(9)

(13)

425

603

Current liabilities

Current income tax

9

8

1

3

1

12

10

Public duties payable

9

10

7

7

1

1

17

18

Current interest-bearing debt

105

23

27

(105)

23

27

Current lease liabilities

11

12

12

9

4

4

(1)

(1)

26

24

Other current liabilities

493

492

54

73

13

13

(1)

(11)

559

567

Total current liabilities

627

522

97

117

20

18

(107)

(12)

637

645

Total equity and liabilities

923

933

745

852

2 206

1 975

(116)

(25)

3 758

3 735

Investments in tangible assets

11

20

23

18

1

1

35

40

* The investment in Wallenius Wilhelmsen, accounted for as investment in associate, has been restated. See note 21 for more details.

31.12.2024: Shareholders’ equity

31.12.2023: Shareholders’ equity

Maritime Services

New Energy

Strategic Holdings and Investments

79%

76%

14%

16%

7%

8%

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Cont. note 2 Segment reporting

The amounts provided to the chief operating decision-makers with respect to cash flows are measured in the same way as in the financial statements.

USD mill

Maritime Services

New Energy

Strategic Holdings

and Investments

2024

2023

2024

2023

2024

2023

Cash FLOW

Profit before tax

35

65

29

14

486

473

Change in fair value financial assets

(17)

(4)

(10)

(7)

Share of (profit)/loss from joint ventures and associates

(3)

(7)

(7)

(10)

(462)

(414)

Net financial (income)/expenses

37

19

24

22

(26)

(64)

Depreciation, amortisation and impairment

39

28

31

28

5

4

Change in other assets and liabilities

(62)

1

26

5

(5)

(13)

Other (gain)/loss

(1)

(1)

(1)

(1)

Net cash flow from operating activities

46

105

85

55

(12)

(21)

Dividend received from joint ventures and associates

6

7

3

11

305

169

Net sale/(investments) in fixed assets

(14)

(20)

(24)

(19)

(1)

(2)

Net sale/(investments) in entities and segments

(7)

(10)

(35)

2

(30)

Net changes in other investments

(28)

2

2

3

(5)

Net cash flow from investing activities

(44)

(21)

(53)

(3)

274

162

Net change of debt

(126)

(29)

(61)

(20)

(5)

(34)

Net change in other financial items

(17)

(15)

(20)

(19)

(1)

(5)

Dividend to shareholders and loan/dividend between segments

112

(27)

(20)

(227)

(67)

Net cash flow from financing activities

(31)

(70)

(101)

(39)

(233)

(107)

Net change in cash and cash equivalents

(29)

13

(69)

12

29

34

Cash and cash equivalents at the beginning of the period

144

131

21

9

59

25

Cash and cash equivalents at the end of period

115

144

(48)

21

88

59

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

2024

2023

Total income attributed to Norway

339

313

Total assets attributed to Norway

2 205

2 544

2024 Total assets

2023 Total assets

2024 Investment in tangible assets

2023 Investment in tangible assets

Europe Americas Asia & Africa Oceania

2024 Total income

2023 Total income

56%

55%

3%

2%

2%

69%

85%

13%

1%

1%

68%

67%

1%

30%

2%

28%

28%

2%

2%

3%

31%

32%

10%

10%

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Note 3 Revenue from contracts with customers

FINANCIAL REPORTING PRINCIPLES

Revenue derived from customer contracts are assessed using the five-step model,

where only customer contracts with a firm commitment is used as basis for revenue recognition.

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

2024

Revenue from

customers

507

160

149

14

299

3

16

(12)

1 136

Total

507

160

149

14

299

3

16

(12)

1 136

Timing of revenue recognition

At a point in time

507

10

3

16

(12)

525

Over time

160

149

4

299

611

Total

507

160

149

14

299

3

16

(12)

1 136

2023

Revenue from

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

MARITIME SERVICES

Ships service - Sale of goods

Wilhelmsen Ships Service 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 recognised 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 have payment terms of 30 days after delivery, and no significant financing component is identified.

Port services - Sale of services

Wilhelmsen Port Services offers ships agency and port services coverering2 200 port locations world wide. The agents facilitate efficent port calls for vessels, by procuring goods and services on behalf of the customers and assisting with required permits and custom declaration associated with the port call. Prior to the port call, the customer is required to make available funds for the expected disbursements (prefunding). Following the completion of the services, Wilhelmsen Port Services prepares a final disbursement account to the customer documenting all disbursement for the port call. Wilhelmsen Port Services is only acting as an agent, and control of goods and services transfers directly from the relevant suppliers to the customer. Wilhelmsen Port Services does not have inventory risk or the discretion on establishing prices. For the services rendered, Wilhelmsen Port Services is entitled to a fee that consist of a payment based on services delivered to customer.

Technical / crewing management

Wilhelmsen Ship Management 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 arrears, 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 revenue is recognised over time. Since Wilhelmsen Ship Management 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.

Maritime Services also has an insurance agency business where Maritime Services 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 through the year.

NEW ENERGY

Infrastructure

The New Energy segment, including NorSea Group operates supply bases and provides 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 three to 10 years. The pricing of the contracts is mainly based on delivered quantity via supply bases. NorSea 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 two to seven 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

New Energy provides a range of technology and digital solutions to the maritime 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 operating revenue is related to office rent and facility services to external customers as well as to other segments.

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 three months basis. Because of this there is no significant unsatisfied performance obligations as of

year end.

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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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.

INVESTMENTS IN JOINT VENTURES

Business office country

2024

2023

Voting share/ownership

New Energy

Coast 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%

SørSea AS

Norway

50.0%

50.0%

Polar Lift AS

Norway

50.0%

50.0%

Sirevåg Laks AS

Norway

50.0%

Massterly AS

Norway

50.0%

50.0%

Topeka MPC Maritime AS

Norway

50.0%

50.0%

Maritime Services

Wilhelmsen Ahrenkiel group

Germany

50.0%

50.0%

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 Ship Management group is a ship manager of container vessels, tanker, bulk carriers, multi-purpose and heavy-lift vessels. The joint venture is owned by MPC Capital AC and Wilhelmsen Ship Management group.

The group increased the ownership in Elevon AS to 100% in 2024.

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.

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Cont. note 4Investments in joint ventures and associates

USD mill

2024

2023

Summarised financial information - according to the group's ownership

Share of total income

130

80

Share of operating expenses

(98)

(65)

Share of depreciation

(21)

(5)

Share of net financial items

(2)

(1)

Share of tax expense

(2)

(1)

Share of profit from joint ventures

6

7

Share of equity (equity method)

Book value

43

41

Excess value (land and goodwill)

53

59

Investments in joint ventures

97

100

USD mill

2024

2023

Joint ventures' assets, equity and liabilities (group's share of investments)

Share of non current assets

77

85

Share of cash and cash equivalents

29

37

Share of current assets

8

4

Total share of assets

114

126

Share of equity at 01.01

41

43

Share of profit for the period

5

7

Dividend

(4)

(10)

Acquisitions

7

1

Other comprehensive income

(6)

(1)

Share of equity at 31.12

43

41

Share of non current liabilities

45

53

Share of current liabilities

26

33

Total share of liabilities

71

85

Total share of equity and liabilities

114

126

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Cont. note 4Investments in joint ventures and associates

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).

USD mill

CCB

Other

2024

2023

2024

2023

SUMMARISED STATEMENT OF COMPREHENSIVE INCOME

Total income

216

140

42

23

Operating expenses

(189)

(123)

(51)

(23)

Net operating profit

28

16

(10)

Financial income/(expenses)

(3)

(3)

3

4

Profit before tax

24

13

(7)

3

Tax income/(expense)

(5)

(2)

Profit after non-controlling interests

19

11

(7)

3

Other comprehensive income

(12)

(2)

Total comprehensive income

19

11

(19)

1

The group's share of dividend from joint ventures

4

9

1

USD mill

CCB

Other

31.12.2024

31.12.2023

31.12.2024

31.12.2023

SUMMARISED BALANCE SHEET

Non current assets

133

159

22

10

Cash and cash equivalents

7

2

(13)

Other current assets

55

72

9

6

Total assets

196

231

33

3

Non current liabilities

86

102

(14)

(13)

Current liabilities

39

61

30

3

Total liabilities

126

163

16

(10)

Net assets

70

68

17

13

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.

USD mill

CCB

Other

2024

2023

2024

2023

RECONCILIATION OF SUMMARISED FINANCIAL INFORMATION

Net assets at 01.01

68

77

13

9

Acquisition net assets

14

3

Profit/(loss) for the period

19

11

(7)

3

Other comprehensive income

(10)

(2)

(3)

1

Dividend to shareholders

(8)

(19)

(2)

Net assets at 31.12

70

68

17

13

The group's share

35

34

8

6

Land and goodwill / excess value

46

51

8

8

Carrying value at 31.12

80

85

16

14

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

95

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Cont. note 4Investments in joint ventures and associates

INVESTMENTS IN ASSOCIATED COMPANIES

Country

2024

2023

Profit share*

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 Services

Diana Wilhelmsen Management Limited

Cyprus

50.0%

50.0%

Barber Ship Management Germany GmbH & Co. KG

Germany

50.0%

80.0%

WASM Steamship Acquisition GMBH & CO. KG

Germany

50.0%

50.0%

ZEABORN Navigation GmbH & Co. KG

Germany

50.0%

Barklav (Hong Kong) Limited

Hong Kong

50.0%

50.0%

BWW LPG Limited

Hong Kong

49.0%

Hecla Emissions Management AS

Norway

50.0%

50.0%

Wilhelmsen-Smith Bell Manning, Inc

Philippines

50.0%

50.0%

WilhMar Manning Philippines Inc.

Philippines

24.9%

24.9%

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

51.0%

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 Port Services (Ltd) W.L.L

Bahrain

50.0%

50.0%

Wilhelmsen Huayang Port Services (Shanghai) Co. Ltd.

China

49.0%

50.0%

Wilhelmsen Huayang Port Services (Beijing) Co., Ltd

China

50.0%

50.0%

Barwil Arabia Shipping Agencies SAE

Egypt

50.0%

50.0%

Wilhelmsen Port Services 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%

Wilhelmsen Ships Service (Private) Limited

Pakistan

50.0%

Perez Torres Portugal Lda

Portugal

50.0%

50.0%

Binzagr Barwil Marine Transport Co. Ltd.

Saudi Arabia

50.0%

50.0%

Pelagus 3D Pte Ltd

Singapore

50.0%

50.0%

Wilhelmsen Sunnytrans Co., Ltd

Vietnam

50.0%

50.0%

Krew-Barwil (Pty) Ltd.

South Africa

49.0%

49.0%

New Energy

Konciv AS

Norway

38.2%

43.1%

Hammerfest Næringsinvest AS

Norway

32.3%

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%

WindWorks Jelsa AS

Norway

38.5%

38.5%

Energy Innovation Holding AS

Norway

50.0%

50.0%

AM North AS

Norway

33.3%

33.3%

RTN AS

Norway

50.0%

50.0%

Eldøyane Næringspark AS

Norway

50.0%

50.0%

Nordlys.Studio AS

Norway

46.0%

Topeka Hagland Greenbulk AS

Norway

50.0%

50.0%

Reach Subsea ASA

Norway

18.4%

19.2%

Edda Wind ASA

Norway

31.0%

25.4%

*For an overview of legal ownership, refer to the group structure.

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Cont. note 4Investments in joint ventures and associates

USD mill

2024

2023*

Share of profit/(loss) from associates

WAWI

372

324

Hyundai Glovis

90

89

Associates Maritime Services

6

5

Reach Subsea

3

5

Edda Wind

(3)

1

Other associates New Energy

(2)

(1)

Share of profit/(loss) from associates

466

423

Book value of material associates

WAWI *

1 077

967

Hyundai Glovis

672

675

Reach Subsea

23

23

Edda Wind

106

84

Specification of share of equity and profit/loss

Share of equity at 01.01

1 777

1 489

Share of profit for the year

466

424

Capital increase/acquisition of associates in Maritime Services

4

4

Capital increase/acquisition of associates in New Energy

38

35

Disposal of associates in Maritime Services

(3)

Disposal of associates in New Energy

(4)

Dividend

(307)

(160)

Other comprehensive income

(67)

(14)

Share of equity at 31.12

1 905

1 777

* The investment in Wallenius Wilhelmsen, accounted for as investment in associate, has been restated. See note 21 for more details.

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, 66 processing centres, and eight 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 18.4% ownership in the listed company Reach Subsea ASA. During the year the group sold 9.9 million shares for a consideration of USD 7 million, subsequently the group exercised 9.9 million warrants with strike price of NOK 3.28 per share, with the consideration amounting to USD 3 million. The group holds additional 44.7 million warrants in Reach Subsea with a strike price of NOK 3.28, with

the fair value of the warrants amounting to USD 15.7 million at 31 December 2024. The warrants are presented as current financial derivatives in the groups balance sheet and can be exercised at any time up until expiry on 15 March 2025. Reach Subsea group offers 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 competent onshore engineering resources.

The group holds a 31.0% ownership in the listed company Edda Wind ASA. During the year the group did a capital raise of USD 12 million and acquired additional shares of USD 14 million. 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).

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Cont. note 4Investments in joint ventures and associates

USD mill

WAWI

Hyundai Glovis

Other

2024

2023*

2024

2023

2024

2023

SUMMARISED STATEMENTOF COMPREHENSIVE INCOME

Total income

5 308

5 149

20 797

19 634

392

302

Operating expenses

(4 019)

(3 924)

(19 513)

(18 364)

(343)

(252)

Net operating profit

1 289

1 225

1 283

1 270

49

50

Financial income/(expenses)

(151)

(183)

(145)

(166)

(23)

(3)

Profit before tax

1 138

1 042

1 138

1 104

26

47

Tax income/(expense)

(73)

(68)

(319)

(293)

(6)

(8)

Profit for the period

1 065

974

819

811

21

39

Non-controlling interests

(93)

(121)

(5)

(2)

Profit after non-controlling interests

972

853

814

809

21

39

Other comprehensive income

(17)

(1)

112

11

(35)

Total comprehensive income (shareholder's equity)

955

852

926

820

(14)

39

The groups’ share of dividend from associates

280

136

19

19

7

5

USD mill

WAWI

Hyundai Glovis

Other

31.12.2024

31.12.2023*

31.12.2024

31.12.2024

31.12.2024

31.12.2023

SUMMARISED BALANCE SHEET

Non current assets

5 750

5 853

4 738

4 596

945

743

Other current assets

1 257

985

4 465

4 806

149

123

Cash and cash equivalents

1 393

1 705

2 221

1 966

64

136

Total assets

8 400

8 543

11 424

11 368

1 158

1 003

Non current liabilities

2 728

3 163

1 850

1 909

395

423

Current liabilities

2 351

2 301

3 601

3 460

257

199

Non-controlling interests

9

29

11

11

Total liabilities

5 087

5 493

5 462

5 381

652

623

Net assets

3 313

3 051

5 962

5 987

506

380

* Wallenius Wilhelmsen has restated their financial statements for 2023. Figures have been updated accordingly.

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.

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Cont. note 4Investments in joint ventures and associates

USD mill

WAWI

Hyundai Glovis

Other

2024

2023*

2024

2023

2024

2023

RECONCILIATION OF SUMMARISED

FINANCIAL INFORMATION

Net asset at 01.01

3 051

2 826

5 987

5 472

380

290

Profit for the period

972

853

819

809

21

39

Net assets of acquired associates/capital increase

64

132

Convertion KRW to USD and EUR to USD

(784)

(143)

(35)

(59)

Other comprehensive income

(17)

(273)

112

11

(3)

Disposal

(12)

Transactions with non-controlling interests

47

4

2

(4)

Dividend

(739)

(359)

(172)

(164)

(16)

(18)

Net assets at 31.12

3 313

3 051

5 962

5 987

399

380

The group’s

1 255

1 155

656

659

172

135

Goodwill and other intangible assets

16

17

2

8

Classification NCI

(137)

(145)

Currency

(18)

(9)

Fair value adjustment vessels and goodwill **

(40)

(43)

Carrying value at 31.12

1 077

967

672

675

156

135

* Wallenius Wilhelmsen has restated their financial statements for 2023. Figures have been updated accordingly.

** 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 2024 was USD 1 320 million (2023: USD 1 408 million).

WAWI is a separately listed company on Oslo Børs. The market capitalisation of its shares at year end is 22% higher (2023: 46% 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 2024 was USD 663 million (2023: USD 610 million). The shares have historically traded at or below a market capitalisation 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.

The group market value of the investment in Edda Wind ASA at 31 December 2024 was USD 106 million (2023: USD 84 million). Edda Wind is a separately listed company on Oslo Børs. The market capitalisation of its shares at year end are 37% lower (2023: 16% lower) than the carrying amount of the investment, as accounted for under the equity method. The market price is an objective indicator of impairment. In spite of this, the value in use calculation based on projections prepared by management of Edda Wind, indicates that the recoverable amount is higher than Edda Winds carrying amounts for the key assets of Edda Wind. This impairment test has been assessed by the management in the Wilhelmsen group, and adjusted for factors related to the financing of Edda Wind in order to assess a reasonable value in use for the investment in the shares of Edda Wind. Based on this assessment, the recoverable amount attributable to the shares is higher than the carrying amount. The recoverable amount is particularly sensitive to utilisation and/or charter rates, and interest rate levels for the financing within Edda Wind.

USD mill

2024

2023*

RECONCILIATION OF THE GROUP’S INCOME STATEMENT AND BALANCE SHEET

Share of profit from joint ventures

6

7

Share of profit from associates

466

423

Share of profit from joint ventures and associates

472

431

Share of equity from joint ventures including net excess value

97

100

Share of equity from associates including net excess value

1 905

1 777

Share of equity from joint ventures and associates including net excess value

2 001

1 877

* Wallenius Wilhelmsen has restated their financial statements for 2023. Figures have been updated accordingly.

The group’s share of profit, after tax from joint ventures and associates is recognised in the income statement. All joint ventures and associates are equity consolidated.

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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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 Services

Wilhelmsen 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 Chemical AS

Norway

Manufacturing

100.00%

Wilhelmsen Global Business Services AS

Norway

Shared services

100.00%

New Energy

Wilhelmsen New Energy AS

Norway

New energy investments

100.00%

100.00%

NorSea Group AS

Norway

Infrastructure and supply services

99.37%

Strategic Holdings and Investments

Treasure ASA

Norway

Investment

84.16%

84.16%

Wilh. Wilhelmsen Holding Invest Malta Ltd

Malta

Investment

100.00%

100.00%

The group’s principal subsidiaries at 31 December 2024 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 2024, the group acquired Zeaborn Ship Management. The acquisition was done in partnership between Wilhelmsen Ship Management, a fully owned subsidiary of Wilh. Wilhelmsen Holding ASA, and MPC Capital. Zeaborn was integrated partially under the Maritime Services segment and partially in the join venture Wilhelmsen Ahrenkiel group.

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 subsidiaries was USD 11 million.

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Note 6 Employee benefits

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.

USD mill

Note

2024

2023

Payroll

(303)

(278)

Payroll tax

(41)

(36)

Pension cost

11

(25)

(23)

Welfare and other personnel expenses

(54)

(50)

Total employee benefits

(423)

(387)

2024

2023

Number of employees:

Group companies in Norway

1 405

1 217

Group companies abroad

4 361

4 099

Total employees

5 766

5 316

Average number of employees

5 541

5 174

Seagoing personnel Ship Management

12 231

11 340

EXPENSED AUDIT FEE

USD mill

2024

2023

Statutory audit

(2)

(2)

Tax advisory fee

(1)

(1)

Total expensed audit fee

(4)

(3)

The fees above cover the group expenses to all external auditors and tax advisors.

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Note 7 Tangible and intangible assets

FINANCIAL REPORTING PRINCIPLES

Tangible assets

The group uses the cost method for property, plant and equipment.

Tangible assets are depreciated over the following expected useful lives:

Properties:

10-50 years

Other tangible assets:

3-10 years

TANGIBLE ASSETS

USD mill

Properties

Other tangible assets

Total tangible assets

2024

Cost at 01.01

730

243

973

Acquisition

19

16

35

Reclass/disposal

(14)

(6)

(20)

Currency translation differences

(73)

(14)

(87)

Cost at 31.12

662

239

900

Accumulated depreciation and impairment at 01.01

(258)

(92)

(350)

Depreciation

(17)

(12)

(29)

Reclass/disposal

12

6

18

Currency translation differences

24

8

32

Accumulated depreciation and impairment at 31.12

(239)

(91)

(330)

Carrying amounts at 31.12

423

148

571

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

(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

Economic lifetime

10-50 years

3-10 years

Depreciation schedule

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.

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Cont. note 7 Tangible and intangible assets

FINANCIAL REPORTING PRINCIPLES

Intangible assets

The group uses the cost method for intangible assets. Amortisation of intangible fixed assets is based on the following expected useful lives:

Goodwill:

Indefinite life

Software:

3-5 years

Other intangible assets:

5-10 years

INTANGIBLE ASSETS

USD mill

Goodwill

Software

Other intangible assets

Total intangible assets

2024

Cost at 01.01

126

35

46

207

Acquisition

5

5

Business combinations

5

13

18

Reclass/disposal

(3)

(7)

(10)

Currency translation differences

(10)

(4)

(5)

(18)

Cost at 31.12

118

37

47

202

Accumulated amortisation and impairment at 01.01

(22)

(28)

(26)

(75)

Amortisation/impairment

(7)

(3)

(8)

(18)

Reclass/disposal

1

7

8

Currency translation differences

2

3

3

7

Accumulated amortisation and impairment at 31.12

(26)

(28)

(24)

(77)

Carrying amounts at 31.12

92

9

23

125

In 2024 the group recognised goodwill of USD 5 million and customer contracts of USD 13 million from the acquisition of Zeaborn Ship Management.

2023

Cost at 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 at 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 at 31.12

(22)

(28)

(26)

(75)

Carrying amounts at 31.12

104

7

20

132

In 2023 the group recognised goodwill of USD 17 million. 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.

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Cont. note 7 Tangible and intangible assets

FINANCIAL REPORTING PRINCIPLES

Impairment of goodwill and other non-financial assets

At each reporting date, the group reviews the carrying amounts of its goodwill, tangible assets, intangible assets and right-of-use assets to determine whether there is any indication of impairment.

If any indication of impairment exists, or when annual impairment testing for an asset is required (goodwill), the asset’s recoverable amount is estimated. Where the asset does not generate cash flows that are independent from other assets, the group estimates the recoverable amount of the cash-generating unit (CGU) to which the asset belongs. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

The recoverable amount is the highest of the fair value less costs of disposal and value in use. In assessing value in use, the net present value (NPV) of future estimated cash flows from the employment of the asset is determined. The discount rate applied is the weighted average cost of capital (WACC) reflecting the required rate of return of the asset or CGU. If the recoverable amount is estimated to be less

than the carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. Impairment losses are recognised in the income statement.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate of its recoverable amount, limited to the carrying amount that would have been determined had no impairment loss been recognised in prior years. An impairment loss for goodwill is not subsequently reversed.

Goodwill acquired through business combinations has for the purpose of impairment testing been allocated to the relevant CGU or group of CGUs expected to benefit from the business combination. CGUs or groups of CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the CGU or group of CGUs may be impaired. If the recoverable amount of the CGU or group of CGUs to which goodwill has been allocated is less than the carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill and then to the other assets, pro-rata on the basis of the carrying amount of each asset in the CGU or group of CGUs.

Impairment testing of goodwill and other intangible assets

Goodwill

Goodwill is mainly related to the Maritime Services segment (USD 90 million). The goodwill figures are originally calculated in NOK, EUR, DKK and USD (2023: NOK, EUR, DKK 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 2024, management has performed impairment testing for the group’s recognised goodwill. Based on the tests performed, an impairment of USD 7 million was recognised in 2024 (2023: nil) for goodwill related to business combinations in business units within the Maritime Services segment. The impairment was attributed to changes in market conditions and corresponding changes in the unit’s business model, where the goodwill related to the unit was fully impaired.

When performing the goodwill impairment test, the recoverable amount is based on value in use calculations. In calculating the value in use, the group considers relevant

key assumptions. Risk 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.

Recoverable amount 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 five-year strategy plan period with terminal value (terminal growth rate 1%) were extrapolated using the following key assumptions:

2024

2023

USD/NOK

11.35

10.13

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%

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.

For CGUs where the estimated recoverable amount indicate that the unit may be impaired, additional value in use calculations are performed using discounted future expected cash flow taking into consideration possible variations and scenarios using weighted average expected cash flows. The group applied a discount rate based on a weighted average cost of captial (WACC) for the CGU. The discount rate used for 2024 is 10%.

Other intangible assets

The group recognised a USD 4 million impairment loss related to discontinuation of a brand name.

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 and indicate additional impairment indicators as of 31 December 2024.

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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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 recognises 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 recognises the lease payments as other operating expenses in the income statement 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.

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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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

2024

Cost at 01.01

160

19

179

Additions including remeasurements

40

13

53

Reclass/disposal

(19)

(2)

(21)

Change of estimates

(1)

(1)

Currency exchange differences

(14)

(2)

(16)

Cost at 31.12

167

28

194

Accumulated depreciation and impairment at 01.01

(60)

(7)

(66)

Depreciation

(22)

(4)

(27)

Reclass/disposal

12

1

13

Currency exchange differences

5

1

6

Accumulated depreciation and impairment at 31.12

(65)

(9)

(74)

Carrying amounts at 31.12

102

19

121

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 amounts at 31.12

100

12

112

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.

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Cont. note 8 Right-of-use assets and lease liabilities

Lease liabilities

USD mill

2024

2023

Undiscounted lease liabilities and maturity of cash outflows

Less than 1 year

(31)

(30)

1-2 years

(27)

(24)

2-3 years

(17)

(20)

3-4 years

(15)

(13)

4-5 years

(12)

(11)

More than 5 years

(75)

(81)

Total undiscounted lease liabilities at 31.12

(176)

(179)

USD mill

2024

2023

Summary of the lease liabilities in the financial statements

Total lease liabilities at 01.01

125

116

Lease liabilities recognised in the year

53

36

Lease liabilities derecognised in the year

(8)

(5)

Cash payments for the principal portion of the lease liability

(34)

(28)

Interest expense on lease liabilities

7

5

Change of estimates

2

Currency exchange differences

(11)

1

Total lease liabilities at 31.12

134

125

Current lease liabilities

26

24

Non-current lease liabilities

108

101

Total lease liabilities at 31.12

134

125

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.

USD mill

2024

2023

Summary of other lease expenses recognised in income statement

Variable lease payments expensed in the period

(7)

(8)

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

(11)

(12)

Practical expedients applied

The group leases personal computers, IT equipment and machinery with contract terms of one to three 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 leases liabilities as of 31 December 2024 (2023: nil).

Extension options

The group’s leases of buildings and land have lease terms that varies from five 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 three to five years. Some of these contracts includes 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.

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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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, withholding tax and Pillar II 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 II model rules

The Pillar II model rules, issued by OECD as part of their BEPS project, came into effect from 1 January 2024. On 20 December 2023, the Norwegian parliament approved the legislation, defining the framework for Norwegian ultimate parent entities. 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 II model rules. The group has implemented the mandatory temporary exemption, effective from 1 January 2023.

The group has assessed the implications of the new legislation, with the resulting estimated financial effect being recognised as part of the groups income tax.

Ordinary taxation

The ordinary rate of corporation tax in Norway is 22% of net profit for 2024 (2023: 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% (2023: 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.

Pillar II

The group is present in jurisdicitons around the globe, with most jurisdictions having a corporate income tax above 15%. In jurisdictions with corporate income tax below 15%, the majority of entities are CFC taxed in Norway (NOKUS). When assessing

the Pillar II exposure, the group has applied the temporary safe harbour rules as defined by the Pillar II framework. The main expoure for the group is related to realised and unrealised fair value gain/loss from financial investments, where the group holds less than 10% of the shares, which is taxable/deductible under Pillar II regulation (exemption method under local regulation). The exposure to such realised and unrealised gains are primarily in Norway and Malta. The realised and unrealised fair value gain/loss may vary from year to year based on market development and may hence give rise to both additional taxable profit and deductible loss under the Pillar II regulation.

USD mill

2024

2023

Distribution of tax expenses for the year

Corporate income tax

(19)

(18)

Pillar II tax

(2)

Withholding tax

(5)

(5)

Change in deferred tax

6

(4)

Total tax income/(expense)

(20)

(27)

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

Profit before tax

538

515

22% tax

(118)

(113)

Tax effect from:

Permanent differences

(5)

(11)

Non-taxable income/ change in market value

8

7

Share of profit from joint ventures and associates

104

95

Withholding tax and payable tax previous year

(5)

(5)

Pillar II tax

(2)

Calculated tax income/(expense) for the group

(20)

(27)

Effective tax rate for the group

3.7%

5.3%

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Cont. note 9 Tax

USD mill

2024

2023

Net deferred tax assets

Net deferred tax assets at 01.01

40

44

Charged through income statement

6

(4)

Charged directly to equity

(1)

(1)

Currency translation differences

(4)

(2)

Acquistion / disposal

(2)

2

Net deferred tax assets at 31.12

40

40

Deferred tax assets in balance sheet

52

51

Deferred tax liabilities in balance sheet

(12)

(12)

Net deferred tax assets at 31.12

40

40

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

USD mill

31.12.2024

31.12.2023

Tax effect of tempory differences

Fixed assets

(12)

(12)

Other non current assets and liabilities

3

4

Current assets and liabilities

7

Tax losses carried forward

42

51

Other

(3)

Net deferred tax assets at 31.12.

40

40

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.

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.

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Note 10 Earnings per share

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 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 2024 the company owns1 688 812 own shares (386 300 for 31 December 2023).

Total outstanding ordinary shares as of 31 December 2024 are 33 049 747 A-shares and 9 841 441 B-shares.

Earnings per share is calculated based on an average of 43 429 322 shares for 2024 and 44 283 425 shares for 2023.

See note 11 in the parent accounts for an overview of the largest shareholders at 31 December 2024.

Note 11 Pension

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.

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Cont. note 11 Pension

Funded

Unfunded

2024

2023

2024

2023

Number of people covered by pension schemes at 31.12

In employment

3

4

6

5

On retirement (inclusive disability pensions)

131

138

24

23

Total number of people covered by pension schemes

134

142

30

28

Expenses

Commitments

2024

2023

31.12.2024

31.12.2023

Financial assumptions for the pension calculations:

Discount rate

3.70%

3.60%

3.90%

3.70%

Anticipated pay regulation

3.50%

3.50%

3.25%

3.50%

Anticipated increase in National Insurance base amount (G)

3.50%

3.50%

3.25%

3.50%

Anticipated regulation of pensions

2.40%

1.70%

1.90%

2.40%

USD mill

2024

2023

Pension expenses

Service cost/net interest cost

(1)

Cost of contribution plan

(24)

(22)

Pension expenses

(25)

(23)

Total remeasurements included in OCI

1

(1)

USD mill

31.12.2024

31.12.2023

Pension obligations

Defined benefit obligation at end of prior year

37

37

Effect of changes in foreign exchange rates

(2)

(2)

Service cost

1

Interest expense

1

1

Remeasurements - change in assumptions

(1)

1

Pension obligations at 31.12

36

37

Fair value of plan assets

Fair value of plan assets at end of prior year

14

15

Interest income

1

Benefit payments from plan

(1)

Return on plan assets (excluding interest income)

(1)

Gross pension assets at 31.12

15

14

Defined benefit obligation

36

37

Fair value of plan assets

15

14

Net liability at 31.12

21

23

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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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 value derived if the amortised cost method would have been applied.

USD mill

Note

2024

2023

OTHER NON CURRENT ASSETS

Non current equity investments

18

19

12

Non current loans to associates and joint ventures

18

10

20

Non current loans to others

18

1

3

Non current financial derivatives

18

3

2

Other non current assets

18

5

5

Total other non current assets

39

42

OTHER CURRENT ASSETS

Account receivables

255

240

Prepaid expenses

50

52

Accrued revenue

8

13

Financial derivatives

18

17

Other current assets

17/18

38

36

Total other current assets

368

342

OTHER CURRENT LIABILITIES

Account payables

267

303

Accrued employee benefits

38

35

Other accrued expenses

50

55

Financial derivatives

18

20

Other current liabilities

62

59

Cylinder deposit *

7

123

115

Total other current liabilities

559

567

* Wilhelmsen Maritime Services has cylinders recognised as other tangible asset in the balance sheet, see note 7. The cylinders are valued at USD 110 million (2023: USD 111 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.

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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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 months 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 gross domestic product 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

At 31.12.2024

Expected loss rate

0%

5%

9%

27%

Gross carrying amount - trade receivables

234

9

8

7

Loss allowance *

(1)

(1)

(2)

At 31.12.2023

Expected loss rate

0%

6%

13%

49%

Gross carrying amount - trade receivables

222

8

11

3

Loss allowance *

(1)

(1)

(1)

* Loss allowance is rounded to nil for current trade receivables..

ACCOUNT RECEIVABLES

At 31 December 2024, USD 22 million (2023: USD 18 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.

USD mill

2024

2023

Movements in group provision for impairment of account receivables are as follows

Balance at 01.01

3

4

Balance at 31.12

3

3

Account receivables per segment

Maritime Services

195

177

New Energy

59

63

Strategic Holdings and Investments

1

Total account receivables

255

240

See note 18 on credit risk.

74%

26%

0%

2024 Account receivables

2023 Account receivables

Maritime Services

New Energy

Strategic Holdings and Investments

76%

23%

0%

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Note 14 Non-current financial assets to fair value

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

2024

2023

Financial assets to fair value

Financial assets to fair value at 01.01

87

75

Acquisition

3

1

Reclassified

(5)

Currency translation adjustment through other comprehensive income

(9)

Change in fair value through income statement*

11

11

Total financial assets to fair value at 31.12

86

87

* In the income statement, change in fair value through income statement includes the change in fair value related to the warrants towards Reach Subsea ASA (part of other current assets in the balance sheet). The fair value gain related to the warrants amounts to USD 16 million for 2024.

USD mill

2024

2023

Financial assets to fair value

Qube Holdings Limited

61

55

Australian PE funds

17

19

Other

8

12

Total financial assets to fair value at 31.12

86

87

Financial assets to fair value are held in subsidiaries with different reporting currency and thereby creating translation adjustments.

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 2024 the group held 25 million shares, 1.4% of total (2023: 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

2024

2023

Inventories

Raw materials

7

9

Goods/projects in process

1

2

Finished goods/products for onward sale

111

110

Total inventories at 31.12

119

121

Obsolescence allowance, deducted above

4

3

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Note 16 Current financial investments

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

2024

2023

Market value current financial investments

Equities

84

88

Bonds

36

36

Financial derivatives

1

Total current financial investments at 31.12

121

124

The fair value of all equity securities, bonds and other financial assets is based on their closing prices in an active market.

USD mill

2024

2023

Net unrealised gain at 31.12

2

13

The parent company’s portfolio of equities and bonds of USD 121 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.

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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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

2024

2023

Interest-bearing debt

Bank and mortgages loan

300

483

Lease liabilities

134

125

Total interest-bearing debt at 31.12

18

434

608

The groups bank and mortages loan facilities are held in the Maritime Services segment and the New Energy segment, amounting to USD 65 million and USD 235 million per 31 December 2024. 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 204 million per 31 December 2024, matures in 2027.

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 2024.

USD mill

Note

2024

2023

Book value of collateral, mortgaged and leased assets:

Financial assets to fair value and current financial investments

14/16

186

211

Assets in the New Energy segment

746

834

Total book value of collateral, mortgaged and leased assets at 31.12

932

1 045

The parent company’s portfolio of financial investments is held as collateral within a securities’ finance facility.

USD mill

Note

2024

2023

Repayment schedule for interest-bearing debt

Due in year 1

49

51

Due in year 2

36

19

Due in year 3

259

28

Due in year 4

13

435

Due in year 5 and later

77

76

Total interest-bearing debt at 31.12

18

434

608

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.

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Cont. note 17 Interest-bearing debt and undrawn credit facilities

USD mill

Note

2024

2023

The group net interest-bearing debt

Non current interest-bearing debt

277

456

Non current lease liabilities

108

101

Current interest-bearing debt

23

27

Current lease liabilities

26

24

Total interest-bearing debt at 31.12

434

608

Cash and cash equivalents

155

224

Current financial investments

16

121

124

Net interest-bearing debt at 31.12

157

260

USD mill

2024

2023

Guarantee commitments

Guarantees for group companies

2

15

Bank guarantees

29

20

Payroll tax guarantees

7

5

Total guarantee commitments at 31.12

38

40

The carrying amounts of the group’s bank loans are denominated in the following currencies

USD

95

175

NOK

193

294

DKK

13

14

Total

300

483

See otherwise note 18 for information on financial derivatives (currency hedges) relating to interest-bearing debt.

USD mill

2024

2023

Net debt

Cash and cash equivalents

155

224

Liquid investments *

121

124

Borrowings - repayable within one year

(49)

(51)

Borrowings - repayable after one year

(385)

(557)

Net debt at 31.12

(157)

(260)

Cash and cash equivalents and liquid investments

276

349

Gross debt - variable interest rates **

(434)

(608)

Net debt at 31.12

(157)

(260)

* 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.

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Cont. note 17 Interest-bearing debt and undrawn credit facilities

USD mill

Liabilities from financing activities

Finance leases due within 1 year

Finance leases due after 1 year

Borrowings due

within 1 year

Borrowings due

after 1 year

Total financing

activities

Total interest-bearing debt at 01.01.2024

24

101

27

456

608

Reclass

3

(3)

(1)

1

Cash flows

(33)

(9)

(161)

(203)

Foreign exchange adjustments

(2)

(9)

(31)

(43)

Other non-cash movements

34

19

6

12

71

Total interest-bearing debt at 31.12.2024

26

108

23

277

434

Total interest-bearing debt at 01.01.2023

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

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

2024

2023

Committed undrawn credit facilities

456

321

Committed undrawn credit facilities are key part of the liquidity reserve.

USD mill

2024

2023

Cash and cash equivalents

Banks

155

224

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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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 operates worldwide selling products and services to the maritime and offshore industry. The group also holds strategic investments in the maritime sector as well as financial investments primarily in the Nordic equity and bond market. The group is exposed to market risks including foreign exchange rates, interest rates and equity market prices.

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 applies 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, SGD, AUD and KRW - 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 three-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.

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Cont. note 18 Financial risk

USD mill

Sensitivities of foreign exchange rates risk

Change in exchange rates

(10%)

(5%)

0%

5%

10%

USD/NOK

10.22

10.78

11.35

11.92

12.49

Income statement effect

4

2

(2)

(3)

Equity effect

54

25

(23)

(44)

EUR/USD

0.93

0.99

1.04

1.09

1.14

Income statement effect

8

4

(4)

(8)

Equity effect

(3)

(2)

2

3

USD/SGD

1.23

1.29

1.36

1.43

1.50

Income statement effect

(3)

(1)

1

2

Equity effect

12

6

(5)

(10)

USD/AUD

1.45

1.53

1.61

1.69

1.78

Income statement effect

Equity effect

9

4

(4)

(8)

USD/KRW

1 327.43

1 401.18

1 474.93

1 548.67

1 622.42

Income statement effect

Equity effect

73

35

(31)

(60)

(Tax rate used is 22% that equals the Norwegian tax rate)

USD mill

Note

2024

2023

Currency through income statement

Included in other financial income/(expenses)

Operating currency, net

15

(2)

Financial currency, net

(21)

(6)

Currency derivatives, realised

(3)

(3)

Currency derivatives, unrealised

(20)

10

Net currency items in other financial income/(expenses)

1

(28)

(1)

Through other comprehensive income

Currency translation differences through OCI

(228)

(15)

Total net currency effects

(257)

(16)

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 above), exhibit the following income statement sensitivity:

USD mill

Sensitivity

(10%)

(5%)

0%

5%

10%

Income statement sensitivities of economic hedge program

Transaction risk

USD/NOK spot rate

10.22

10.78

11.35

11.92

12.49

Income statement effect

15

8

(8)

(15)

EUR/USD spot rate

0.93

0.99

1.04

1.09

1.14

Income statement effect

8

4

(4)

(8)

USD/SGD spot rate

1.23

1.29

1.36

1.43

1.50

Income statement effect

4

2

(2)

(4)

(Tax rate used is 22% that equals the Norwegian tax rate)

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Cont. note 18 Financial risk

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 has hedged about 50% of its interest-bearing debt (Interest bearing debt of USD 235 million, with hedged amout totalling USD 113 million) as of 31 December 2024. 

The group has financial liabilities that are exposed to NIBOR and USD Term SOFR reference rates. The group has interest-bearing liabilities of USD 65 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

In 2023, 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.

USD mill

2024

2023

Maturity schedule interest rate hedges (nominal amounts)

Due in year 1

23

Due in year 2

Due in year 3

62

Due in year 4

18

39

Due in year 5 and later

34

58

Total interest rate hedges at 31.12

113

120

The average remaining term of the existing total debt portfolio is three years. The hedges have an average remaining term of four 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

2024

2023

Assets

Liabilities

Assets

Liabilities

Interest rate derivatives

New Energy

3

2

Total interest rate derivatives at 31.12

3

2

Currency derivatives

Maritime Services

20

Strategic Holdings and Investments

1

Total currency derivatives at 31.12

2

20

Other derivatives

New Energy*

16

Total other derivatives at 31.12

16

Total market value of financial derivatives at 31.12

21

20

2

Book value equals market value

*Other derivatives in New Energy comprise the warrant towards Reach Subsea ASA, see note 4 for more information

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Cont. note 18 Financial risk

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.

USD mill

Fair value sensitivities of interest rate risk

Change in interest rates' level

(2%)

(1%)

0%

1%

2%

Income statement effect

(0)

(0)

0

0

Equity effect

(6)

(3)

3

6

(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 summarises the equity market sensitivity towards the market value of all listed equities held as current financial investments, see note 16.

Income statement sensitivities of equity market risk

USD mill

Change in equity prices

Change in market value

(20%)

(10%)

0%

10%

20%

Income statement effect

(24)

(12)

12

24

(Tax rate used is 22% that equals the Norwegian tax rate)

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 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 2024 (analogous for 2023).

 

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:

USD mill

Note

2024

2023

Exposure to credit risk

Financial derivatives (interest)

12

3

2

Account receivables

12

255

240

Bonds

16

36

36

Cash and bank deposits

17

155

224

Total exposure to credit risk at 31.12

450

503

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

122

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Cont. note 18 Financial risk

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 2024, the group had in excess of USD 337 million (2023: USD 404 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 456 million (2023: USD 321 million) in committed undrawn credit facilities.

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 2024

Mortgages

23

13

183

13

Finance lease liabilities

26

22

25

61

Bank loan

1

64

2

Financial derivatives

20

Interest due

30

25

29

31

Total undiscounted cash flow financial liabilities at 31.12

98

61

301

108

Current liabilities (excluding next year's instalment on interest-bearing debt)

451

Total gross undiscounted cash flows financial liabilities at 31.12

550

61

301

108

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 at 31.12

73

67

529

109

Current liabilities (excluding next year's instalment on interest-bearing debt)

477

Total gross undiscounted cash flows financial liabilities at 31.12

550

67

529

109

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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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 sheet 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 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

234

233

Finance lease liabilities

134

134

Bank loan

68

67

Total interest-bearing debt at 31.12.2024

17

436

434

Mortgages

306

306

Finance lease liabilities

125

125

Bank loan

178

177

Total interest-bearing debt at 31.12.2023

17

610

608

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Cont. note 18 Financial risk

USD mill

Level 1

Level 2

Level 3

Total

Financial assets to fair value

Equities

84

84

Bonds

36

36

Financial derivatives

21

21

Financial assets to fair value

61

8

17

86

Total financial assets at 31.12.2024

181

29

17

227

Financial liabilities to fair value

Financial derivatives

(20)

(20)

Total financial liabilities at 31.12.2024

(20)

(20)

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 at 31.12.2023

179

10

24

213

Financial liabilities to fair value

Financial derivatives

Total financial liabilities at 31.12.2023

USD mill

2024

2023

Changes in level 3 instruments

Opening balance at 01.01

24

22

Gain/(loss) recognised through income statement

(8)

2

Closing balance at 31.12

17

24

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 2024 are liquid investment grade bonds and listed equities (analogous for 2023).

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.

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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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

19

19

39

Financial assets to fair value

14

86

86

Current financial investments

16

120

120

Current financial derivatives

12

21

21

Other current assets

12

293

293

Cash and cash equivalent

155

155

Assets at 31.12.2024

467

246

713

Liabilities at fair value through the income statement

Other financial liabilities

at amortised cost

Total

Liabilities

Non current interest-bearing liabilities

17

385

385

Current interest-bearing liabilities

17

49

49

Current financial derivatives

12

20

20

Other non current liabilities

12

8

8

Other current liabilities

12

451

451

Liabilities at 31.12.2024

28

885

913

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 assets 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

Liabilities at fair value through the income statement

Other financial liabilities

at amortised cost

Total

Liabilities

Non current interest-bearing liabilities

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

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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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 61% of voting shares of the group. Tallyman AS is controlled by Thomas Wilhelmsen.

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%

Wilhelmsen Ahrenkiel Ship Management group

Germany

50.0%

USD thousand

2024

2023

KEY MANAGEMENT PERSONNEL COMPENSATION

Base salary

1 963

2 086

Bonus

2 201

1 436

Pension

556

513

Other benefits

381

341

Total

5 100

4 376

Detailed remuneration discloures are provided in the remuneration report.

USD mill

2024

2023

OPERATING REVENUE FROM RELATED PARTY

Sale of goods and services to joint ventures and associates:

WAWI group

23

22

Maritime Services

9

7

New Energy

1

1

Operating revenue from related party

33

31

OPERATING EXPENSES TO RELATED PARTY

Purchase of goods and services from joint ventures and associates:

Maritime Services

(3)

(1)

New Energy

(26)

(28)

Operating expenses to related party

(29)

(29)

ACCOUNT RECEIVABLES FROM RELATED PARTY

Maritime Services

5

4

Account receivables from related party at 31.12

5

4

ACCOUNT PAYABLES TO RELATED PARTY

Maritime Services

(3)

(4)

New Energy

(5)

(3)

Account payables to related party at 31.12

(8)

(7)

NON CURRENT ASSETS TO RELATED PARTY

New Energy

1

Non current assets to related party at 31.12

1

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

127

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Note 20 Subsidiaries with material non-controlling interests

Business office, country

2024

Voting/control share

Treasure ASA

Norway

84.16%

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.

USD mill

Treasure ASA

2024

2023

Summarised balance sheet

Non current assets

672

675

Current assets

1

4

Total assets at 31.12

673

680

Non current liabilities

Current liabilities

1

Total liabilities at 31.12

1

Net assets at 31.12

672

679

Accumulated non-controlling interests (NCI)

106

145

Summarised income statement/OCI

Total income

Profit for the year

87

84

Other comprehensive income

(75)

(16)

Total comprehensive income

12

68

Profit allocated to NCIs

3

15

Dividends paid to NCIs

4

4

Summarised cash flows

Net cash flow provided by/(used in) operating activities

15

13

Net cash flow provided by/(used in) financing activities

(19)

(19)

Net increase/(decrease) in cash and cash equivalents

(4)

(5)

USD mill

2024

2023

Total allocation to NCIs

Profit for the period to material NCIs

18

18

Profit for the period to other immaterial NCIs

2

3

Profit for the period to NCIs

20

21

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Note 21 Investment in joint ventures and associates - restated financial figures

Background

On 7 June 2024, Wallenius Wilhelmsen issued a stock exchange notice informing the market of a required restatement of historical figures due to change in accounting treatment related to the EUKOR put and call option (put option going forward). It has been concluded that the put option liability must be recognised in full and the non-current asset recognised related to the call option must be removed. The combined effect shall be recognised in equity.

Impact of change on the groups consolidated financial statemenets

In the group’s consolidated financial statements, the investment in Wallenius Wilhelmsen is accounted for as an investment in associate, applying the equity method for measurement.

In the Wallenius Wilhelmsen consolidated financial statements, the put option has been recognised by derecognising the non-controlling interest, with excess value, exceeding the carrying value of the non-controlling interest, being recognised as a reduction in the equity attributable to the owners of the parent.

IAS 28 - Investments in Associates and Joint Ventures, does not give any specific guidance on how to account for other equity movements than total comprehensive income and transactions with shareholders. Wilhelmsen has therefore developed an accounting policy for the equity movements in Wallenuis Wilhelmsen caused by the NCI put, where equity movements in the investee are presented as equity movements also in the consolidated financial statements of the company.

Since the risk and rewards associated with the shares in EUKOR primarly resides with the non-controlling interest, management has concluded that the put option should be recognised in full towards the equity attributable to the owners of Wallenius Wilhelmsen. By electing this principle, the group assumes its full relative share of the redemption liability reported by Wallenius Wilhelmsen, as a reduction in the carrying value of the shares in Wallenius Wilhelmsen with a corresponding adjustment in equity. The proportionate share of changes in the liability is recognised directly in equity in Wilh. Wilhelmsen, as other equity movements.

Presentation of restated comparable amounts

Applying IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, the group has presented in this note the restated comparable amounts for each period presented as if the put option had beed recognised in Wallenius Wilhelmsens consolidated financial statements for each period, starting from the reporting period ending December 31, 2022. The related income statement effect is immaterial for group reporting.

RESTATED FINANCIAL FIGURES FOR THE PERIOD ENDING 31 DECEMBER 2023

Consolidated balance sheet

USD mill

31.12.2023

31.12.2023

as reported

restated

Investments in joint ventures and associates

2 247

1 877

Total non current assets

3 294

2 924

Total assets

4 105

3 735

Attributable to equity holders of the parent

2 702

2 332

Non-controlling interests

155

155

Total equity

2 857

2 488

Total equity and liabilities

4 105

3 735

RESTATED FINANCIAL FIGURES FOR THE PERIOD ENDING 31 DECEMBER 2022

Consolidated balance sheet

USD mill

31.12.2022

01.01.2023

as reported

restated

Investments in joint ventures and associates

1 962

1 717

Total non current assets

2 981

2 735

Total assets

3 711

3 465

Attributable to equity holders of the parent

2 278

2 032

Non-controlling interests

160

160

Total equity

2 438

2 192

Total equity and liabilities

3 711

3 465

RESTATED FINANCIAL FIGURES FOR THE PERIOD ENDING 31 DECEMBER 2022

Consolidated equity

USD mill

Share capital

Own shares

Retained earnings

Total

Non-controlling interests

Total equity

Balance at 31.12.2022 as reported

118

2 160

2 278

160

2 438

Effect of restatement of put liability

(246)

(246)

(246)

Balance at 01.01.2023 restated

118

1 914

2 032

160

2 192

Accounts and notes – group │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Note 22 Contingencies

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.

Fraud risk, with examples such as risk of cyber-based fraud attempts, are continuously being assed by the group, with mitigating actions being conducted

to prevent such attempts. While the potential financial effect from fraud may be significant in the most severe cases, the group assesses the risk of fraud attempts being successful to be low, with the group not being aware of any ongoing cases.

Risk 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.

Note 23 Alternative performance measures

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.

EBITDAis 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 amortisation.

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 marginis defined as EBITDA as a % of of Total income.

EBITDA margin adjustedis defined as EBITDA adjusted as a % of Total income, with Total income also adjusted for the same income elements as those which have been adjusted for in EBITDA adjusted.

EBITis defined as Total income (Operating revenue and gain/(loss) on sale of assets) less Operating expenses, Other gain/loss and depreciation and amortisation. 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 ratiois defined as Total equity as a percent of Total assets.

Enterprise Value (EV) is defined as the market capitalisation of a company plus NIBD.

EV/EBITDA is derfined as Enterprise Value (EV) divided by EBITDA.

Note 24 General accounting policies

SUMMARY OF MATERIAL ACCOUNTING POLICIES

This note provides a list of the significant accounting policies adopted in the preparation of these 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

New or amended standards and interpretations issued during the current period, effective from 1 January 2024, are not expected to have material impact on the entity in the current or future periods.

New standards and interpretations not yet adopted

IFRS 18 Presentation and Disclosure in Financial Statements was issued on 9 April 2024. IFRS 18 is not mandatory for 31 December 2024 reporting period and has

not been early adopted by the group. The group is in process of assessing the impact of IFRS 18 on the groups reporting.

Other new or amended accounting standards and interpretations have been published that are not mandatory for 31 December 2024 reporting periods and has 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.

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Note 25 Events after the balance sheet date

In February 2025, Wilh. Wilhelmsen Holding ASA bought back 443.253 A-shares atNOK 395 per share and 167.808 B-shares at NOK 377 per share. Following the buyback, Wilh. Wilhelmsen Holding ASA holds 1.393.506 A-shares and 906.367 B-shares.

On 5 March 2025, the group exercised its remaining warrants towards Reach Subsea ASA. 44.7 million warrants were exercised at a strike price of NOK 3.28 with the total consideration amounting to USD 13 million (NOK 147 million). The fair value of the

warrants, held as a current financial derivative in the group’s balance sheet, has been reclassified to the cost price of the shares in Reach Subsea ASA. After the exercise, the group holds 29.6% of the shares in Reach Subsea ASA.

No other 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.

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Accounts and notes

– parent company

Accounts and notes – parent company │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Note 4 Lease liabilities and sublease receivable

THE LEASE CONTRACTS

The company has leases related to property. The leasing liability refers to headquarter and parking places leased from an external lessor. This lease is subleased to group company.

The company also holds a lease contract for office space from a group company. This lease is recognised as an operating lease with expenses recognised as other operating expenses in the statement of profit or loss as they incur. Refer to note 15 for details on change in accounting policy for intercompany leases

Summary of the lease liabilities in the financial statements

NOK thousand

2024

Lease liability at 01.01

246 252

Cash payments for the principal portion of the lease liability

(52 144)

Interest expense on lease liabilities

10 916

Additions and remeasurements

126 539

Lease liability at 31.12

331 563

Non current lease liabilities

289 864

Current portion of lease liabilities

41 699

Lease liability at 31.12

331 563

2023*

Lease liability at 01.01

278 961

Cash payments for the principal portion of the lease liability

(43 292)

Interest expense on lease liabilities

10 583

Lease liability at 31.12

246 252

Non current lease liabilities

212 185

Current portion of lease liabilities

34 067

Lease liability at 31.12

246 252

All financial lease is leased from external party.

Undiscounted lease liabilities and maturity of cash flows

NOK thousand

31.12.2024

31.12.2023*

Less than 1 year

54 271

43 303

1-2 years

54 271

34 706

2-3 years

54 271

34 706

3-4 years

54 271

34 706

4-5 years

54 271

34 706

More than 5 years

108 541

104 118

Total undiscounted lease liabilities at 31.12

379 894

286 244

* Change in accounting policy for intercompany lease. See note 15 for further details.

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Cont. note 4 Lease liabilities and sublease receivable

Summary of sublease receivable

NOK thousand

2024

Sublease receivable at 01.01

246 252

Repayment of sublease receivable

(52 144)

Interest income on sublease receivable

10 916

Additions and remeasurements

126 539

Total financial sublease receivable at 31.12

331 563

Non current sublease receivable

289 864

Current sublease receivable

41 699

Total financial sublease receivable at 31.12

331 563

2023

Sublease receivable at 01.01

278 961

Repayment of sublease receivable

(43 292)

Interest income on sublease receivable

10 583

Total financial sublease receivable at 31.12

246 252

Non current sublease receivable

212 185

Current sublease receivable

34 067

Total financial sublease receivable at 31.12

246 252

Property including parking places are subleased to the subsidiary WilService AS in 2024 and 2023.

Undiscounted sublease receivable and maturity of cash flows

NOK thousand

31.12.2024

31.12.2023

Less than 1 year

54 271

43 303

1-2 years

54 271

34 706

2-3 years

54 271

34 706

3-4 years

54 271

34 706

4-5 years

54 271

34 706

More than 5 years

108 541

104 118

Total undiscounted sublease receivable at 31.12

379 894

286 244

Unearned finance income

48 331

39 992

Net sublease receivable

331 563

246 252

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Note 5 Tax

NOK thousand

2024

2023

Allocation of tax income/(expense) for the year

Payable tax/withholding tax

682

Change in deferred tax

(22 534)

(54 771)

Total tax income/(expense)

(22 534)

(54 089)

Basis for tax computation

Profit before tax

3 366 570

2 339 027

22% tax

(740 645)

(514 586)

Tax effect from

Net permanent differences

718 112

459 507

Withholding tax

682

Change in accounting policy for intercompany lease*

308

Current year calculated tax income/(expense)

(22 534)

(54 089)

Effective tax rate

0.7%

2.3%

Deferred tax assets

Tax effect of temporary differences

Fixtures

66

1 248

Current assets and liabilities

(2 522)

(814)

Non current liabilities and provisions for liabilities

32 592

37 945

Tax losses carried forward

34 344

50 400

Deferred tax assets

64 480

88 778

Deferred tax assets

Deferred tax asset at 01.01

88 778

141 899

Tax effect of group contribution through income statement

(29 395)

(45 098)

Charge to equity (tax of OCI)

(1 764)

1 650

Change of deferred tax through income statement

6 861

(9 673)

Deferred tax assets at 31.12

64 480

88 778

* Change in accounting policy for intercompany lease. See note 15 for further details.

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Note 6 Investments in subsidiaries and associates

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.

NOK thousand

Business office country

Voting share/

ownership share

2024 Book value

2023 Book value

Associate

Wallenius Wilhelmsen ASA

Lysaker, Norway

37.9%

1 142 694

1 142 694

Subsidiaries

Treasure ASA *

Lysaker, Norway

84.2%

1 387 692

1 065 301

Wilhelmsen New Energy AS **

Lysaker, Norway

100.0%

2 232 932

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%

15 310

10

Wilh. Wilhelmsen Holding Invest Malta Limited

Valetta, Malta

100.0%

700 000

700 000

WilService AS

Lysaker, Norway

100.0%

1 550

1 550

Wilh. Wilhelmsen Invest AS

Lysaker, Norway

100.0%

26 273

26 273

Wilhelmsen GRC Sdn Bhd

Kuala Lumpur, Malaysia

100.0%

8

8

Total investments in subsidiaries and associates

6 770 899

6 328 989

* Increased shareholding in Treasure ASA from 78.7% to 84.2%, for a total consideration of NOK 322.4 million.

** Group contribution of NOK 104.2 million.

*** Capital increase of NOK 15.3 million.

Note 7 Financial assets to fair value

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

2024

2023

Financial assets to fair value

At 1 January

76 075

Acquisition

14 258

76 075

Total financial assets to fair value

90 333

76 075

Financial assets to fair value

Nordic Corporate Bank ASA

90 333

76 075

Total financial assets to fair value

90 333

76 075

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Note 8 Current financial investments

NOK thousand

2024

2023

Market value asset management portfolio

Equities

956 024

891 565

Bonds

409 689

368 937

Financial derivatives

15 966

3 436

Total current financial investments

1 381 679

1 263 938

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

207 190

181 006

The portfolio of financial investments is held as collateral within a securities’ finance facility. See note 9.

Note 9 Restricted bank deposits and undrawn committed drawing rights

NOK thousand

2024

2023

Held as collateral within a securities’ finance facility

Undrawn committed drawing rights at 31.12

1 354 227

1 191 266

Cash and cash equivalents

Banks

290 197

636 489

Total Cash and cash equivalents at 31.12

290 197

636 489

Restricted bank deposits

Banks

3 682

17 304

Total restricted bank deposits at 31.12

3 682

17 304

The company 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 2024 the guarantee amounted to NOK 20 million (31 December 2023 NOK 20 million).

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Note 10 Combined items, balance sheet

NOK thousand

Note

2024

2023

OTHER CURRENT ASSETS

Cash pool intercompany receivables

14

711 742

40 863

Other current assets

15 612

11 014

Resticted bank deposits

9

3 682

17 304

Total other current assets at 31.12

731 036

69 180

OTHER CURRENT LIABILITIES

Proposed dividend

514 694

441 937

Cash pool intercompany payables

14

52 183

167 466

Other current liabilities

116 091

95 809

Total other current liabilities at 31.12

682 968

705 212

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 13.

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Note 11 Equity

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.

The largest shareholders at 31 December 2024

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%

Wilh. Wilhelmsen Holding ASA

950 253

738 559

1 688 812

3.79%

2.79%

J.P. Morgan SE

Nominee

425 995

1 197 676

1 623 671

3.64%

1.25%

Pareto Aksje Norge Verdipapirfond

1 296 636

153 751

1 450 387

3.25%

3.81%

J.P. Morgan SE

Nominee

408 739

786 076

1 194 815

2.68%

1.20%

Intertrade Shipping AS

282 500

527 500

810 000

1.82%

0.83%

VJ Invest AS

180 826

527 887

708 713

1.59%

0.53%

BNP Paribas

Nominee

159 693

456 136

615 829

1.38%

0.47%

Folketrygdfondet

280 000

330 000

610 000

1.37%

0.82%

Stiftelsen Tom Wilhelmsen

370 400

236 000

606 400

1.36%

1.09%

The Bank of New York Mellon

Nominee

273 544

254 450

527 994

1.18%

0.80%

J.P. Morgan SE

Nominee

122 875

385 630

508 505

1.14%

0.36%

Varner Equities AS

136 212

321 420

457 632

1.03%

0.40%

Salt Value AS

225 462

153 828

379 290

0.85%

0.66%

MP Pensjon PK

79 965

276 636

356 601

0.80%

0.24%

Forsvarets Personellservice

355 750

355 750

0.80%

1.05%

J.P. Morgan Chase Bank

Nominee

287 369

287 369

0.64%

0.85%

State Street Bank and Trust Comp

Nominee

241 733

33 295

275 028

0.62%

0.71%

Clearstream Banking S.A.

Nominee

247 432

6 320

253 752

0.57%

0.73%

VPF Fondsfinans Utbytte

252 137

252 137

0.57%

0.74%

Other

6 637 749

1 913 792

8 551 541

19.18%

19.52%

Total number of shares

34 000 000

10 580 000

44 580 000

100%

100%

At 31 December 2024 the company had 1 688 812 own shares (corresponding figure at 31 December 2023 was 386 300 own shares).

Shares on foreigners hands

At 31 December 2024, 4 796 450 (14.11%) A shares and 4 190 092 (39.60%) B shares were held by foreign shareholders.

Corresponding figures at 31 December 2023 were 4 679 625 (13.76%) A shares and 2 860 813 (27.04%) B shares.

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Note 12 Pension

Description of the pension scheme

The company’s defined contribution pension schemes for Norwegian employees are with financial institutions providing solutions based on 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.

Number of people covered by pension schemes at 31.12

Funded

Unfunded

2024

2023

2024

2023

In employment

1

1

3

3

On retirement (inclusive disability pensions)

4

4

Total number of people covered by pension schemes

1

1

7

7

Financial assumptions for the pension calculations

Expenses

Commitments

2024

2023

31.12.2024

31.12.2023

Discount rate

3.70%

3.60%

3.90%

3.70%

Anticipated pay regulation

3.50%

3.50%

3.25%

3.50%

Anticipated increase in National Insurance base amount (G)

3.50%

6.50%

3.25%

3.50%

Anticipated regulation of pensions

2.40%

1.70%

1.90%

2.40%

Anticipated pay regulation is 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.

NOK thousand

2024

2023

Funded

Unfunded

Total

Funded

Unfunded

Total

Pension expenses

Service cost

(2 289)

(890)

(3 179)

(1 995)

(825)

(2 820)

Net interest cost

(492)

(2 022)

(2 514)

(358)

(1 827)

(2 185)

Cost of defined contribution plan

(2 436)

(2 436)

(7 508)

(7 508)

Net pension expenses

(5 217)

(2 912)

(8 129)

(9 861)

(2 652)

(12 513)

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Cont. note 12 Pension

NOK thousand

2024

2023

Remeasurements - other comprehensive income

Effect of changes in financial assumptions

(9 150)

5 087

Effect of experience adjustments

445

1 577

(Return) on plan assets (excluding interest income)

684

837

Gross remeasurement (gain) loss included in OCI

(8 021)

7 501

Tax effect

1 765

(1 650)

Remeasurement (gain) loss recognised in OCI - net of tax

(6 256)

5 851

Pension obligations

Defined benefit obligation at end of prior year

97 817

87 100

Service cost

3 179

2 820

Interest expense

3 450

2 971

Benefit payments from plan

(1 773)

(1 738)

Effect of changes in financial assumptions

(9 150)

5 087

Effect of experience adjustments

445

1 577

Pension obligations at 31.12

93 968

97 817

Fair value of plan assets

Fair value of plan assets at end of prior year

23 400

20 200

Interest income

936

786

Employer contributions

3 510

3 613

Administrative expenses paid from plan assets

(362)

(362)

Return on plan assets (excluding interest income)

(684)

(837)

Gross pension assets at 31.12

26 800

23 400

Other comprehensive income

Gross pension other comprehensive income

(8 021)

7 501

Tax effect

1 765

(1 650)

Net equity effect (gain)/loss

(6 256)

5 851

Specification of funded and unfunded obligation

Defined benefit obligation funded

36 368

38 601

Defined benefit obligation unfunded

57 600

59 216

Fair value of plan assets

26 800

23 400

Net liability at 31.12

67 168

74 417

Premium payments in 2025 are expected to be NOK 12 million (2024: NOK 10 million). Payments from operations are estimated at NOK 2.0 million in 2025 (2024: NOK 1.8 million).

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Note 13 Financial risk

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.

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

2024

Financial assets to fair value through income statement

- Bonds

409 689

409 689

- Equities

956 024

956 024

- Financial derivatives

15 966

15 966

- Financial assets to fair value

7

90 333

90 333

Total assets at 31.12

1 365 713

15 966

90 333

1 472 012

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 at 31.12

1 260 502

3 436

76 075

1 340 014

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Cont. note 13 Financial risk

Financial instruments by category

NOK thousand

Note

Financial assets at

amortised cost

Fair value through

income statement

Total

2024

Assets

Sublease receivable non current

4

289 864

289 864

Other non current assets

39 395

39 395

Financial assets to fair value

7

90 333

90 333

Current financial investments

8

1 365 713

1 365 713

Financial derivatives

8

15 966

15 966

Sublease receivable current

4

41 699

41 699

Other current assets

734 680

734 680

Cash and cash equivalent

9

290 197

290 197

Assets at 31.12

1 395 835

1 472 012

2 867 847

Note

Other financial liabilities

at amortised cost

Fair value through

income statement

Total

Liabilities

Property lease liabilities non current

4

289 864

289 864

Current portion of property lease liabilities

4

41 699

41 699

Other current liabilities

10

682 968

682 968

Liabilities at 31.12

1 014 531

1 014 531

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

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

212 185

212 185

Current portion of property lease liabilities

4

34 067

34 067

Other current liabilities

10

705 212

705 212

Liabilities at 31.12

951 464

951 464

See note 18 to the group financial statement for further information about the group risk factors.

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Note 14 Related party transactions

The ultimate owner of Wilh. Wilhelmsen Holding ASA is Tallyman AS, which controls about 61% of voting shares of the group. Tallyman AS is controlled by Thomas Wilhelmsen.

Shares owned or controlled by related party of Wilh. Wilhelmsen Holding ASA at 31 December 2024

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%

The company 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 the company. 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.

NOK thousand

2024

2023

KEY MANAGEMENT PERSONNEL

Short-term employee benefits

26 992

23 104

Key management personnel compensation

26 992

23 104

Detailed remuneration discloures are provided in the remuneration report.

NOK thousand

Note

2024

2023

OPERATING REVENUE FROM GROUP COMPANIES

WAWI group

2 993

3 369

Maritime Services

11 335

10 109

New Energy

11 279

14 189

Strategic Holdings and Investments

1 992

7 888

Operating revenue from group companies

1

27 599

35 555

OPERATING EXPENSES TO GROUP COMPANIES

Maritime Services

(10 318)

(8 456)

Strategic Holdings and Investments

(16 624)

(11 647)

Operating expenses to group companies

1

(26 941)

(20 104)

FINANCIAL INCOME FROM GROUP COMPANIES

WAWI group

3 066 600

1 446 039

Maritime Services

13 571

267 508

New Energy

172 725

386 099

Strategic Holdings and Investments

195 530

160 547

Financial income from group companies

3 448 426

2 260 193

FINANCIAL EXPENSES TO GROUP COMPANIES

Maritime Services

(442)

(261)

New Energy

(2 280)

(1 466)

Strategic Holdings and Investments

(3 015)

(1 295)

Financial expenses to group companies

(5 737)

(3 022)

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Cont. note 14 Related party transactions

NOK thousand

Note

2024

2023

ACCOUNT RECEIVABLES AND ACCOUNT PAYABLES WITH RELATED PARTY

Account receivables

Maritime Services

2 789

1 119

New Energy

123

Strategic Holdings and Investments

1 946

186

Account receivables from group companies at 31.12

4 859

1 305

Account payables

Maritime Services

(8)

Strategic Holdings and Investments

(111)

Account payables to group companies at 31.12

(118)

Cash pool receivables

Maritime Services

56 288

New Energy

649 526

34 033

Strategic Holdings and Investments

5 928

6 830

Cash pool receivables from group companies at 31.12

10

711 742

40 863

Cash pool payables

Maritime Services

(120)

(1 020)

New Energy

(18 646)

(148 478)

Strategic Holdings and Investments

(33 417)

(17 969)

Cash pool payables to group companies at 31.12

10

(52 183)

(167 466)

NON CURRENT LOAN TO GROUP COMPANIES

Strategic Holdings and Investments

39 395

41 048

Non current loan to group companies at 31.12

39 395

41 048

CURRENT LOAN TO GROUP COMPANIES

Maritime Services

1 192 407

New Energy

100 996

Current loan to group companies at 31.12

1 192 407

100 996

NON CURRENT SUBLEASE TO GROUP COMPANIES

Strategic Holdings and Investments - Wilservice AS

289 864

212 185

Non current sublease to group companies at 31.12

4

289 864

212 185

CURRENT SUBLEASE TO GROUP COMPANIES

Strategic Holdings and Investments - Wilservice AS

41 699

34 067

Current sublease to group companies at 31.12

4

41 699

34 067

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Note 15 Change in accounting policy

Change in accounting policy for intercompany leases

The company has elected to apply the excemption from IFRS 16 - Leases for intercompany lease agreements between consolidated entities in the Wilhelmsen group in accordance with simplified IFRS as approved by Ministry of Finance 10 December 2019 and updated in 2022.

As the company’s intercompany lease agreement in scope of the excemption is not assessed to be a financial lease in accordance with the Norwegian Accounting Standards, the intercompany lease agreement is recognised as other operating expenses in the statement of profit or loss as they incur in the new accounting policy, previously recognised as finance lease.

The basis for applying the excemption is to simplify and ensure commonality in the finanicial reporting process in the group.

The change in accounting policy is applied retrospectively where comparable amounts disclosed for prior periods are presented as if the new accounting policy had always been applied.

Presented below are the amount of the adjustment for each financial statement line item affected for the current period and for each prior comparable period.

The opening balance effect for the period ending 31 December 2023 is an increase in retained earnings of NOK 2 577 thousand.

Income statement

NOK thousand

2024

2023

Adjustment

Adjustment

Operating expenses

(6 026)

(5 736)

Depreciation, amortisation and impairment

5 233

5 207

Total operating expenses

(794)

(529)

Financial income

Financial expenses

1 769

1 927

Financial income/(expenses)

1 769

1 927

Profit before tax

975

1 399

Profit for the year

975

1 399

Comprehensive income

Total comprehensive income

975

1 399

Balance sheet

NOK thousand

31.12.2024

31.12.2023

Adjustment

Adjustment

ASSETS

Non current assets

Right-of-use assets

(36 544)

(41 689)

Total non current assets

(36 544)

(41 689)

Total assets

(36 544)

(41 689)

EQUITY AND LIABILITIES

Equity

Retained earnings and other reserves

4 951

3 976

Total equity

4 951

3 976

Non current liabilities

Non current lease liabilities

(36 934)

(41 495)

Total non current liabilities

(36 934)

(41 495)

Current liabilities

Current portion of lease liabilities

(4 562)

(4 169)

Total current liabilities

(4 562)

(4 169)

Total equity and liabilities

(36 544)

(41 689)

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Cont. note 15 Change in accounting policy

Cash flow statement

NOK thousand

2024

2023

Adjustment

Adjustment

Cash flow from operating activities

Profit before tax

975

1 399

Financial (income)/expenses

(1 769)

(1 927)

Depreciation, amortisation and impairment

(5 233)

(5 207)

Net cash flow from operating activities

(6 026)

(5 736)

Cash flow from financing activities

Repayment of lease liabilities

4 258

3 809

Interest paid included interest of financial lease debt

1 769

1 927

Net cash flow from financing activities

6 026

5 736

Note 16 Events after the balance sheet date

In February 2025, the company bought back 443.253 A-shares at NOK 395 per share and 167.808 B-shares at NOK 377 per share.

Following the buyback, the company holds 1.393.506 A-shares and 906.367 B-shares.

No other 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.

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Auditor’s report for financial statement

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Auditor’s report for financial statement

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Auditor’s report for financial statement

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Auditor’s report for financial statement

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Auditor’s report for financial statement

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Auditor’s report for sustainability statement

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Auditor’s report for sustainability statement

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Auditor’s report for sustainability statement

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Auditor’s report for sustainability statement

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Responsibility statement

We confirm, to the best of our knowledge, that the consolidated set of financial statements for the period 1 January to 31 December 2024 has been prepared in accordance with current applicable accounting standards and gives 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 to the best of our knowledge that the integrated Annual report 2024 includes a true and fair view of the development, performance and financial position of Wilh. Wilhelmsen Holding ASA and the Wilhelmsen group, together with a description of the principal risks and uncertainty that they face, and that the

integrated Annual report 2024 meets the information requirements of the Norwegian Accounting Act with regards of the report of the board of directors and statements on corporate governance and corporate social responsibility and that the country by country report for 2024 has been prepared in accordance with the Norwegian Accounting Act.

We further confirm to the best of our knowledge that the 2024 sustainability statement has been prepared in accordance with and meets the information requirements of the Norwegian Accounting Act, European Sustainability Reporting Standards (ESRS) and EU taxonomy (Article 8 of EU Regulation 2020/852).

Lysaker, 19 March 2025

The board of directors of Wilh. Wilhelmsen Holding ASA

Electronically signed

Carl E. Steen (chair)

Morten Borge

Rebekka Glasser Herlofsen

Ulrika Laurin

Thomas F. Borgen

Thomas Wilhelmsen (group CEO)

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Wilhelmsen has a history of paying dividend twice a year.

If adjusting for the cancellation of the second dividend in 2020 and the related extraordinary dividend paid the year after, annual dividend has varied between NOK 5.00 and NOK 10.00 per share for the eleven years from 2013 to 2023, increasing to NOK 18.00 in 2024. To achieve the objective of consistent yearly dividend paid twice annually, the board is proposing to the Annual General Meeting scheduled 30 April 2025 a first dividend of NOK 12.00, and that the board is authorised to distribute additional dividend of up to NOK 8.00 per share.

Share buybacks

Wilhelmsen uses share buybacks as a tool to distribute value to shareholders.

At the 2 May 2024 Annual General Meeting, the board proposed and was granted, on behalf of the company, authorisation to acquire shares in the company with a nominal value of up to NOK 89,160,000, equivalent to 10% of the current share capital. Shares acquired may be used either in connection with acquisitions, in connection with employee share programmes, for subsequent deletion of such shares, or in a combination of these purposes. The authorisation is valid until the company’s Annual General Meeting 2025, but no longer than until 30 June 2025.

At the date of this report, Wilh. Wilhelmsen Holding ASA owns 2,299,873 own shares, split on 1,393,506 class A-shares and 906,367 class B-shares.

The board will make a proposal to the next Annual General Meeting to be held on 30 April 2025 for a renewed mandate to buy up to 10% of the company’s shares, valid for one year. Shares acquired may be used either in connection with acquisitions, in connection with employee share programmes, for subsequent deletion of such shares, or in a combination of these purposes.

Deviations from the code: None

Equal treatment of shareholders

Transactions in own shares

Any transactions the company carries out in its own shares are carried out through the stock exchange and at prevailing stock exchange prices, or in such other ways which will ensure equal treatment of all shareholders.

Deviations from the Code of Practice: None

Shares and negotiability

Listed on Oslo Børs with the tickers “WWI” and “WWIB” for the Class A and Class B shares respectively, all shares are freely negotiable. There are no restrictions on negotiability in the company’s Articles of associations.

Deviations from the Code of Practice: None

General meetings

Matters to be dealt with and decided by the annual general meeting and procedures related to general meetings are outlined in article 8 of the Articles of associations. The annual general meeting is normally held late April or early May. In addition, extraordinary general meetings may be convened if required.

Shareholders registered in Euronext Securities Oslo are notified electronically or by postal mail no later than 21 days prior to a general meeting. Proposed resolutions, together with relevant supporting documents are published on the company’s website wilhelmsen.com no later than 21 days

prior to the general meeting. For annual general meetings, this includes the integrated Annual report (covering among others Business and performance, Sustainability statement, Accounts and notes, and the Corporate governance report), the Remuneration report, the Remuneration guideline for senior executives (minimum every four years), and the proposal from the nomination committee.

General meetings are held as fully digital meetings, allowing shareholders to both attend and vote through electronic communication. Shareholders may also nominate a proxy or vote in advance. The deadline for electronic registration of advance votes, proxy, and instructions, together with the deadline for advance votes, proxies and instructions submitted by post or e-mail are stated in the notice of the general meeting. According to the Articles of association, the notice of a general meeting may state that those shareholders wishing to participate in the general meeting have to report to the company by a certain deadline which shall not be less than two working days prior to the general meeting. Shareholders may vote on each individual matter, including individual candidates nominated for election.

The board chair, group CEO, group CFO, auditor, nomination committee chair and board members will have the possibility to attend general meetings and will participate based on requirement and availability.

The general meeting elects the chair for the general meeting.

The signed minutes in Norwegian of general meetings are published on the Oslo Børs news service, together with an office translation of the minutes in English. The office translation in English is also available on the company’s website wilhelmsen.com.

Deviations from the Code of Practice: None

Nomination committee

According to article 7 of the Article of association, Wilhelmsen shall have a nomination committee made up of two to four members.

The work of the Wilhelmsen nomination committee follows the “Guidelines for the nomination committee” approved by the Annual General Meeting on 30 April 2019.

The nomination committee consists of the following members:

Nomination committee member

Elected

Period

Elected to

Jan Gunnar Hartvig (chair)

02.05.2024

2 years

2026

Frederik Selvaag

02.05.2024

2 years

2026

Silvija Seres

02.05.2024

2 years

2026

All nomination committee members are independent of the board of directors and the executive personnel.

As part of the nomination process, the committee has contact with relevant stakeholders, including shareholders, the board of directors, and the company’s executive personnel. Input and proposals to the nomination committee may also be sent to the nomination committee secretary, with contact details available

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on the company’s website wilhelmsen.com . The company’s website also includes information on the background of the nomination committee members, and deadline for providing input and proposals to the next annual general meeting.

The nomination committee provides its proposal to the annual general meeting in form of a report, which among other includes justification of individual candidates.

Deviations from the Code of Practice: None

Board of directors: composition and independence

According to article 5 of the Articles of association, the company’s board is made up of five to seven members and up to three deputy members. The chair, members, and deputy members of the board are elected by the general meeting.

The composition of the board is made to ensure it meets the company’s need for expertise, capacity, and diversity. Focus is also on ensuring that the board can function effectively as a collegiate body. Information on the background and experience of the individual board members is available on the company’s website wilhelmsen.com .

During 2024, the board consisted of the following members:

Board member

Elected

Period

Elected to

Carl E. Steen (chair)

27.04.2023

2 years

2025

Morten Borge

27.04.2023

2 years

2025

Rebekka Glasser Herlofsen*

02.05.2024

2 years

2026

Ulrika Laurin*

02.05.2024

2 years

2026

Thomas F. Borgen

02.05.2024

2 years

2026

Trond Westli

27.04.2022

2 years

2024

*Elected for two years at the 27 April 2022 Annual General Meeting and re-elected

at the 2 May 2024 Annual General Meeting

The board does not include executive personnel, and all board members are independent of the executive personnel, material business contacts, and the main shareholder.

The board had eight meetings in 2024 with a 100% meeting attendance. In addition, the board had a full strategy day with management, and one board trip.

The board instruction encourages board members to own shares in the company. The nomination committee recommends that board members use 20% of their net annual board remuneration to buy shares in Wilh. Wilhelmsen Holding ASA up until the accumulated value of their shareholding in Wilh. Wilhelmsen Holding ASA is equal to, or exceeds, the gross annual remuneration received by the board member from the company.

Deviations from the Code of Practice: None

The work of the board of directors

Board instruction and work of the board

The board has issued a board instruction for its own work.

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

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

The group CEO and group CFO are normally present at board meetings, as are other executives depending on agenda and issues to be discussed.

Board committees

The board has two board committees.

The board audit committee consisted for the period up to the 2024 Annual General Meeting of all five board members and was chaired by board member Trond Westlie. For the period from the 2024 Annual General Meeting, the board audit committee consisted of board member Rebekka Glasser Herlofsen as chair and board member Thomas Borgen as member. The committee held five meetings in 2024. The work of the board audit committee is governed by a mandate set by the board.

The board remuneration and people committee is chaired by board chair Carl E Steen and includes board members Morten Borge and Ulrika Laurin. The committee held four meetings in 2024. The work of the board remuneration and people committee is governed by a mandate set by the board.

Executive management instructions

The board has issued instructions defining the duties, responsibilities and authority of executive management related to those of the board. The board has also issued an Owners statement outlining expectations related to how Wilhelmsen acts as an owner, how it will execute its ownership, and requirements expected of companies in which Wilhelmsen has a shareholding.

Directors and officers liability insurance

Wilhelmsen has placed and maintains Directors and Officers Liability Insurance (D&O) with reputable insurers with appropriate ratings. Named insured is Wilh. Wilhelmsen Holding ASA and subsidiaries, excluding certain specific areas. 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.

Deviations from the Code of Practice: None

Risk management and internal control

The board believes that the company’s internal control and systems for risk management are sound and appropriate given the extent and nature of the company’s activities. The system contributes to sound control characterised by integrity and ethical attitudes throughout the organisation.

Governing documents, the code of conduct, policies, policy descriptions, frameworks, and procedures are documented and

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electronically available to the company’s employees through the company’s global integrated management system.

Various internal control activities give management assurance that the internal control of financial systems, group policies and subsidiary boards are working adequately and according to management’s expectations.

The group has a global whistleblowing system including procedures and channels for giving notice to the company about potential noncompliance. The whistleblowing channel is available for internal and external parties.

The board reviews the company’s risk matrix on a quarterly basis and the internal control arrangements at least once a year.

Deviations from the Code of Practice: None

Remuneration of the board of directors

Remuneration of the board of directors is determined by the annual general meeting and is not dependent upon the

company’s results. The fee reflects the responsibilities of the board, its expertise, the amount of time devoted to its work and the complexity of the company’s businesses. No board member holds share options in the company.

In 2024, none of the board members performed assignments for the company other than serving on the board of the company.

An overview of the remuneration of the board of directors is specified in the Remuneration report, which is available on the company’s website wilhelmsen.com.

Deviations from the Code of Practice: None

Remuneration of executive personnel

Pursuant the Norwegian Public Limited Liability Companies Act, the board shall prepare remuneration guidelines for senior executives. The guidelines shall be approved by the general meeting in the event of any significant amendment, and at least every four years. The Remuneration guideline for senior executives in Wilhelmsen was last approved by the Annual General Meeting on 2 May 2024, and is available on the company’s website wilhelmsen.com.

In addition to base salary, senior executives have annual variable pay and they participate in long-term incentive schemes running for four years. The long-term incentive schemes aim at strengthening the alignment of the senior executives’ and shareholders’ long-term interests. Maximum opportunity for the long-term incentive schemes is capped at six to 12 months of annual salary per year, depending on role, while maximum opportunity for annual variable pay is capped at four to six months’ salary, depending on role.

The Remuneration report for senior executives for 2024 is available on the company’s website wilhelmsen.com.

Deviations from the Code of Practice: None

Information and communication

Wilhelmsen has established an investor relations policy, which is published on the company’s website wilhelmsen.com. The policy is based on the Oslo Børs Code of Practice for IR.

According to the policy, Wilhelmsen will publish interim reports each quarter in addition to half-year and annual

reports. In 2024, two of the quarterly reports were covered through webcast presentations, which included a Q&A session.

The investor relations policy further states that the main source of information about the Wilhelmsen group is the company’s website wilhelmsen.com, including among other financial information, governing elements, and company news.

Deviations from the Code of Practice: None

Takeovers

The Board instruction includes guiding principles for how the board will act in the event of a take-over bid. In all material aspects, the guiding principles follow the recommendations outlined in the Code of Practice.

Deviation from the Code of Practice: None

Auditor

The auditor of Wilhelmsen is PricewaterhouseCoopers AS.

The key features of the external audit plan are reviewed by the board audit committee on an annual basis, with the auditor being present if deemed required.

The auditor is also invited to attend the meeting where the board deals with the annual accounts (preliminary and/or final accounts), and at other occasions where the board so requests. The annual meeting with the auditor includes a review of the company’s internal control procedure.

Finally, the board has a yearly meeting with the auditor without the presence of management.

The board has established the principle that use of the auditor for services other than audit shall be limited.

The fee to external auditors, broken down on statutory work, other assurance services, tax services, and other assistance, is specified in note 6 to the Wilhelmsen group accounts and note 2 to the parent company accounts.

Deviations from the Code of Practice: None

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Group

structure

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Cont. Maritime Services

Company name

Country

Ownership %

Wilhelmsen Ship Management

Verwaltung ZEABORN Ship Management Tanker GmbH

Germany

100.00%

ZEABORN Crew Management GmbH & Cie. KG

Germany

100.00%

Verwaltung ZEABORN Crew Management GmbH

Germany

100.00%

ZEABORN Navigation GmbH & Co. KG

Germany

50.00%

Verwaltung ZEABORN Navigation GmbH

Germany

50.00%

Wilhelmsen Ship Management Limited

Hong Kong

100.00%

Barklav (Hong Kong) Limited

Hong Kong

50.00%

Wilhelmsen Marine Personnel (Hong Kong) Limited

Hong Kong

100.00%

WSM Global Services Limited

Hong Kong

100.00%

Wilhelmsen Ship Management (India) Private Limited

India

100.00%

Wilhelmsen Ship Management Sdn Bhd

Malaysia

100.00%

RightProc Sdn. Bhd.

Malaysia

100.00%

Wilhelmsen Ahrenkiel Ship Management B.V (50%)

Netherlands

50.00%

OOPS (Panama) S.A

Panama

100.00%

Wilhelmsen-Smith Bell Manning, Inc

Philippines

25.00%*

WilhMar Manning Philippines Inc.

Philippines

24.96%*

Wilhelmsen Marine Personnel Sp. z o.o.

Poland

100.00%

Wilhelmsen Ship Management Korea Ltd

Republic of Korea

100.00%

Barklav S.R.L.

Romania

50.00%

Wilhelmsen Ship Management Singapore Pte Ltd.

Singapore

100.00%

Rightproc Pte. Ltd.

Singapore

100.00%

iRute Travel Pte. Ltd.

Singapore

100.00%

ZEABORN Ship Management (Singapore) Pte. Ltd.

Singapore

50.00%

Wilhelmsen Ahrenkiel Ship Management Pte. Ltd.

Singapore

50.00%

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Cont. Maritime Services

Company name

Country

Ownership %

Wilhelmsen Ship Management

Wilhelmsen Ship Management Denizcilik Ve Ticaret Anonim Sirketi

Turkey

100.00%

Wilhelmsen Marine Personnel (Ukraine) Ltd

Ukraine

100.00%

Wilhelmsen Ship Management (USA), Inc.

United States

100.00%

Wilhelmsen Port Services

Wilhelmsen Port Services AS

Norway

100.00%

Wilhelmsen Port Services Norway AS

Norway

100.00%

Wilhelmsen Ships Service Algeria S.P.A.

Algeria

49.00%*

Wilhelmsen Port Services (Australia) Pty Ltd

Australia

100.00%

WLB Shipping Pty. Ltd.

Australia

100.00%

WWHI Property Australia Pty Ltd

Australia

100.00%

Hunter Marine Holdings Pty Ltd

Australia

80.00%

Hunter Marine Surveyors Pty Ltd

Australia

80.00%

Cargomax Pty Ltd

Australia

80.00%

Almoayed Wilhelmsen Port Services (Ltd) W.L.L

Bahrain

40.00%*

Wilhelmsen Port Services Belgium N.V

Belgium

100.00%

Wilhlemsen Port Services Brasil LTDA

Brazil

100.00%

Scan Logistics Ltda

Brazil

100.00%

Wilhelmsen Port Services Bulgaria Ltd

Bulgaria

100.00%

Wilhelmsen Ships Service Agencia Maritima S.A.

Chile

100.00%

Wilhelmsen Huayang Port Services (Shanghai) Co. Ltd.

China

49.00%

Wilhelmsen Huayang Port Services (Beijing) Co., Ltd

China

50.00%

Wilhelmsen Ships Service Colombia S.A.S.

Colombia

100.00%

Wilhelmsen Port Services Egypt S.A.E

Egypt

49.00%*

Scan Arabia Shipping Agencies S.A.E.

Egypt

49.00%*

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Cont. Maritime Services

Company name

Country

Ownership %

Wilhelmsen Port Services

Barwil Arabia Shipping Agencies SAE

Egypt

24.50%*

Wilhelmsen Port Services France SAS

France

100.00%

Auxiliaire Maritime SAS

France

100.00%

Wilhelmsen Port Services Georgia LLC

Georgia

50.00%

Wilhelmsen Port Services Germany GmbH

Germany

100.00%

Wilhelmsen Port Services Hamburg GmbH

Germany

100.00%

Wiltrans (Gibraltar) Limited

Gibraltar

100.00%

Wilhelmsen Port Services (Gibraltar) Limited

Gibraltar

100.00%

Wilhelmsen Port Services Hellas S.M S.A.

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 Ships Service Cote d'lvoire SARL

Ivory Coast

100.00%

Wilhelmsen Port Services (Japan) Pte. Ltd. - Japan Branch

Japan

100.00%

Wilhelmsen Port Services Japan Co., Ltd.

Japan

100.00%

Wilhelmsen Ships Service Ltd (Kenya)

Kenya

100.00%

Alghanim Wilhelmsen Shipping Co.W.L.L

Kuwait

49.00%

Wilhelmsen Port Services Malaysia Sdn. Bhd.

Malaysia

100.00%

Wilhelmsen Ships Service Holdings Sdn. Bhd.

Malaysia

100.00%

Wilhelmsen Port Services Malta Ltd

Malta

100.00%

Wilhelmsen Ships Service (Mozambique), Limitada

Mozambique

100.00%

Wilhelmsen Port Services (Myanmar) Limited

Myanmar

100.00%

Wilhelmsen Port Services B.V.

Netherlands

100.00%

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Cont. Maritime Services

Company name

Country

Ownership %

Wilhelmsen Port Services

Diize B.V.

Netherlands

50.00%

Wilhelmsen Port Services Limited

New Zealand

100.00%

Wilhelmsen Port Services and Towell Co LLC

Oman

60.00%

Wilhelmsen Port Services, S.A.

Panama

100.00%

Scan Cargo Services S.A.

Panama

100.00%

Lowill S.A.

Panama

100.00%

Transcanal Agency S.A.

Panama

100.00%

Intertransport Air Logistics, S.A.

Panama

100.00%

Wilhelmsen-Smith Bell Shipping, Inc.

Philippines

40.00%*

Wilhelmsen-Smith Bell (Subic), Inc.

Philippines

50.00%

WPS Business Solutions Philippines Inc.

Philippines

100.00%

Wilhelmsen Port Services Sp. z o.o.

Poland

100.00%

Argomar - Navegacao e Transportes, S.A.

Portugal

100.00%

Wilhelmsen Port Services Portugal S.A.

Portugal

100.00%

Perez Torres Portugal Lda

Portugal

50.00%

Wilhelmsen Ships Service Qatar Ltd.

Qatar

0.00%*

Wilhelmsen Hyopwoon Port Services Ltd

Republic of Korea

50.00%

Wilhelmsen Port Services Romania S.R.L.

Romania

100.00%

Barwil Agencies Ltd. For Shipping

Saudi Arabia

70.00%

Binzagr Barwil Marine Transport Co. Ltd.

Saudi Arabia

50.00%

Wilhelmsen Port Services Senegal SUARL

Senegal

100.00%

Wilhelmsen Port Services (Japan) Pte. Ltd.

Singapore

100.00%

Wilhelmsen Port Services Global Pte. Ltd.

Singapore

100.00%

Wilhelmsen Port Services (S) Pte. Ltd.

Singapore

100.00%

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Cont. Maritime Services

Company name

Country

Ownership %

Wilhelmsen Port Services

Hunter Marine Surveyors (S) Pte. Ltd.

Singapore

100.00%

Krew-Barwil (Pty) Ltd.

South Africa

49.00%

Barwil (South Africa) Pty Ltd

South Africa

100.00%

Wilhelmsen Port Services South Africa (Pty) Ltd

South Africa

100.00%

Wilhelmsen Port Service Canarias SA

Spain

100.00%

Wilhelmsen Port Services Spain S.L

Spain

100.00%

Wilhelmsen Port Services Sweden AB

Sweden

100.00%

Wilhelmsen Port Services (Taiwan) Inc.

Taiwan

100.00%

Wilhelmsen Ships Service Limited (Tanzania)

Tanzania

0.00%*

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%*

Barwil Abu Dhabi Ruweis LLC

United Arab Emirates

0.00%*

Wilhelmsen WPS Dubai Port Services LLC

United Arab Emirates

49.00%*

Wilhelmsen Port Services LLC - Fujairah

United Arab Emirates

41.65%*

Wilhelmsen Port Services LLC

United Arab Emirates

100.00%

Wilhelmsen Port Services, Inc.

United States

100.00%

Wilhelmsen Sunnytrans Co., Ltd

Vietnam

49.00%*

Triangle Shipping Company Limited

Vietnam

0.00%*

Wilhelmsen Ships Service

Wilhelmsen Ships Service AS

Norway

100.00%

Wilhelmsen Marine Products Contracting AS

Norway

100.00%

Wilhelmsen Ships Service Argentina S.A.

Argentina

100.00%

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Cont. Maritime Services

Company name

Country

Ownership %

Wilhelmsen Ships Service

Wilhelmsen Marine Products Pty Ltd

Australia

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%

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 Sole-Shareholder 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 Trading Sdn. Bhd.

Malaysia

100.00%

Unitor De Mexico, S.A. de C.V.

Mexico

100.00%

Wilhelmsen Ships Service B.V.

Netherlands

100.00%

Wilhelmsen Ships Service Limited (New Zealand)

New Zealand

100.00%

Pelagus 3D AS

Norway

50.00%

Wilhelmsen Ships Service, S.A.

Panama

100.00%

Wilhelmsen Ships Service Philippines Inc

Philippines

100.00%

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Cont. Maritime Services

Company name

Country

Ownership %

Wilhelmsen Ships Service

Wilhelmsen Ships Service Polska Sp. z o.o.

Poland

100.00%

Wilhelmsen Ships Service Co., Ltd

Republic of Korea

100.00%

Wilhelmsen Ships Service (S) Pte. Ltd.

Singapore

100.00%

Unitor Cylinder Pte. Ltd.

Singapore

100.00%

Pelagus 3D Pte Ltd

Singapore

50.00%

Timm Slovakia s.r.o

Slovakia

100.00%

Wilhelmsen Ships Service (Pty) Ltd.

South Africa

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 AS - Dubai Branch

United Arab Emirates

100.00%

Wilhelmsen Ships Service (L.L.C.)

United Arab Emirates

49.00%*

Wilhelmsen Marine Products LLC – Abu Dhabi

United Arab Emirates

49.00%*

Wilhelmsen Ships Service Limited (United Kingdom)

United Kingdom

100.00%

Wilhelmsen Ships Service Inc. (USA)

United States

100.00%

Unitor Holding Inc.

United States

100.00%

Wilhelmsen Global Business Services

Wilhelmsen Global Business Services AS

Norway

100.00%

Wilhelmsen Global Business Services Sdn. Bhd.

Malaysia

100.00%

Wilhelmsen Business Service Center Sp z o.o.

Poland

100.00%

* additional profit share agreement

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Wilh. Wilhelmsen Holding ASA, Norway

Wilhelmsen New Energy AS

RaaLabs AS,

Norway 60%

Massterly AS,

Norway 50%

Topeka Nattruten AS,

Norway

Topeka Hagland Greenbulk AS,

Norway 50%

Topeka MPC Maritime AS,

Norway 50%

Raa Investment AS,

Norway 40%

Loke Marine Minerals AS,

Norway 15%

Ivaldi Group Inc,

USA 10%

Reach Subsea ASA,

Norway 18.44%

Edda Wind ASA,

Norway 31.02%

NorSea Group AS,

Norway 99.37%

Topeka Holding AS,

Norway

For group company list sorted by segment and business unit see below list

Unless otherwise stated, the company is wholly-owned.

New Energy

New Energy

Company name

Country

Ownership %

Technology and Decarbonisation

Wilhelmsen New Energy AS

Norway

100.00%

Raa Labs AS

Norway

60.00%

Konciv AS

Norway

37.95%

Massterly AS

Norway

50.00%

Topeka Holding AS

Norway

100.00%

Topeka Nattruten AS

Norway

100.00%

Topeka Hagland Greenbulk AS

Norway

50.00%

Raa Investment AS

Norway

40.00%

Reach Subsea ASA

Norway

18.44%

Topeka MPC Maritime AS

Norway

50.00%

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Cont. New Energy

Company name

Country

Ownership %

Energy Infrastructure

Maritime Waste Management AS

Norway

100.00%

Love Miljøbase AS

Norway

33.33%

Westport AS

Norway

66.67%

CCB Subsea AS

Norway

42.50%

CCB Energy Holding AS

Norway

50.00%

Elevon AS

Norway

100.00%

OS Expressene AS

Norway

78.95%

NorSea Impact AS

Norway

100.00%

NorSea Industrial Holdings AS

Norway

100.00%

WindWorks Jelsa AS

Norway

38.52%

Energy Innovation Holding AS

Norway

50.00%

AM North AS

Norway

31.71%

Blåse Energi AS

Norway

100.00%

Finnestadjordet 12 AS

Norway

100.00%

Tangen 7 Eiendom AS

Norway

100.00%

Tangen 7 AS

Norway

100.00%

NorSea Offshore Wind I AS

Norway

100.00%

Narvikeiendommen AS

Norway

78.95%

RTN AS

Norway

50.00%

Eldøyane Næringspark AS

Norway

50.00%

Sirevåg Laks AS

Norway

50.00%

Westport Moss AS

Norway

44.00%

OG 110 Eiendom AS

Norway

100.00%

NorSea Denmark A/S

Denmark

100.00%

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Cont. New Energy

Company name

Country

Ownership %

Energy Infrastructure

NorSea Denmark Property A/S

Denmark

100.00%

Elevon AB

Sweden

100.00%

NorSea UK Ltd

United Kingdom

100.00%

NorSea 123 Ltd

United Kingdom

100.00%

Offshore Wind

NorSea Wind Holding AS

Norway

100.00%

Edda Wind ASA

Norway

31.02%

NSG Wind A/S

Denmark

100.00%

NorSea Wind A/S

Denmark

100.00%

NorSea Wind GmBH

Germany

100.00%

NorSea Wind BV.

Netherlands

100.00%

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Appendicies

Appendicies │ Wilh. Wilhelmsen Holding ASA Annual report 2024

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Appendix 2

Account of due diligence in accordance with the Norwegian Transparency Act

Wilhelmsen and the supply chain

Wilh. Wilhelmsen Holding ASA (“Wilhelmsen” or “the group”) is committed to promote an ethical culture where its employees and business partners do the right things the right way. Lack of respect for universal human and labour rights are not acceptable since this will have negative impact on employees, business partners, the group’s reputation, and may have unacceptable financial consequences.

The group is committed to safeguarding human rights across the businesses, irrespective of the countries in which it operates. In accordance with Wilhelmsen’s governing elements, the group has clear principles and expectations for all its companies and supply chain partners to comply with the same standards regarding human rights.

Purpose

The Norwegian Transparency Act came into force on July 1, 2022. The Act aims at increasing businesses respect for human rights and decent working conditions and ensuring transparency on compliance with these fundamental rights.

This account of due diligence is based on the requirement of the Act to report on human rights due diligence and the group’s work to ensure compliance within its business, supply chain

and with its business partners, reflecting its commitment to promote and protect human rights. The report covers the period during January 1 to December 31, 2024.

Organisation and area of operations

Wilhelmsen is an industrial holding company within 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. The group’s activities are carried out through fully and partly owned entities.

At the end of 2024, Wilhelmsen had 5766 onshore employees and a pool of 12,231 seafarers, including 96 nationalities and located in 56 countries. In addition, Wilhelmsen has 10,000+ value chain partners including sub agents, sub-contractors, and suppliers, all of which are an integral part of its business and deliveries to the group’s customers.

Wilh. Wilhelmsen Holding ASA is the ultimate parent

company of Wilhelmsen, consisting of three distinct business segments: Maritime Services, New Energy and Strategic Holdings and Investments.

Maritime Services

Wilh. Wilhelmsen Holding ASA, Norway

New Energy

Strategic Holdings and Investments

Ships Service

NorSea Group AS 99.4%

Wallenius Wilhelmsen ASA 37.9%

Port Services

Edda Wind ASA 31.0%

Treasure ASA 84.2%

Ship Management

Reach Subsea ASA18.4%

WilNor Governmental Services

Global Business Services

RaaLabs 75.1%

Insurance Services

Massterly 50%

Wilhelmsen Chemicals

The main activities of the Maritime Services segment are the provision of products and services for the global merchant fleet. This includes offerings such as marine chemicals, gases, ropes, welding, specialty lubricants, cleaning equipment, refrigeration equipment, and various maritime solutions. In addition, the segment’s business units offer port services such as ship agency and husbandry, and ship management including technical management and crewing for all major vessel types, through a worldwide network in 56 countries. The main activities of the New Energy segment are the operation of supply bases for the offshore industry, and investments in infrastructure, logistics,

offshore wind service and maintenance, subsea projects, remote solutions, and digital innovation. The main supply base activity is in Norway, Denmark and the UK. Other activities include real estate development and operation of properties on and off the supply bases.

The main activities of the Strategic Holdings and Investments segment are related to investments. The two main assets of the segment are the shareholding in Wallenius Wilhelmsen ASA and the shareholding in Hyundai Glovis, owned through Treasure ASA.

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Wilhelmsen has a human rights due diligence team which is a cross functional and cross business unit team in the group. The team meets regularly to continue to improve the group’s human rights due diligence framework and make recommendations to senior executives and board who set the direction for the group. Operationally the team works with functions in each of the business units to implement policies and proper practices.

Representatives from all business units in Wilhelmsen are involved in an annual human rights due diligence assessment where the group assess adverse human rights impacts. The human rights due diligence is conducted during the third quarter each year and is based on the UN Guide to Human Rights Impact Assessment and Management 4 . Wilhelmsen utilise various indexes and publicly available information from human rights related organisations, such as the Rule of Law Index and the Global Rights Index to assess country risks.

The Rule of Law index measures countries’ rule of law performance across eight factors: (1) Constraints on Government Powers, (2) Absence of Corruption, (3) Open Government,

(4) Fundamental Rights, (5) Order and Security, (6) Regulatory Enforcement, (7) Civil Justice, and (8) Criminal Justice.

The International Trade Union Confederation (ITUC) has developed the Global Rights Index. The ITUC Global Rights Index provides relevant information regarding the general

protection of labour rights in a country and rates countries depending on their compliance with collective labour rights and document violations by governments and employers of internationally recognised rights.

Wilhelmsen has mapped stakeholders that could be affected by the group’s business activities and relationships and the relevant human rights impacts Wilhelmsen need to prioritise and action.

Salient human rights risk

With offices, employees, and operations around the world, Wilhelmsen recognise that its activities may influence and impact the human rights of the group’s stakeholders. Where local laws differ from or conflict with international human rights standards, Wilhelmsen will always endeavour to honour the principles of internationally recognised human rights without violating local laws and regulations. Wilhelmsen is committed to understanding these impacts and reducing any negative aspects and enhance the group’s positive impacts.

Based on Wilhelmsen’s 2024 human rights due diligence of its organisation and supply chain, the group has identified the following salient human rights risks that are most relevant to the business and which it is the most at risk impacting through the group’s operations and business activities:

Salient human rights risk

Own workforce

Workers in the value chain

Health and safety

Discrimination and harassment

Decent working conditions

Forced labour, modern slavery and child labour

Freedom of assocation and collective bargaining

Data privacy

Own workforce

Discrimination and harassment

Wilhelmsen has a zero-tolerance for bullying, harassment, and discrimination on any grounds.

Employees and non-employees can expect to be treated fair and equal and be given the opportunity to develop and grow. They should feel respected for who they are and what they stand for, and they should feel safe to voice their opinion.

Incidents involving discrimination or harassment are identified through different reporting channels and Wilhelmsen’s

whistleblowing channel. The group encourage its employees to use the whistleblowing channel to report any incident and expect the employees to follow the Code of Conduct and comply with the Human Rights commitment.

Impacts on diversity, inclusion and belonging are identified and monitored through Wilhelmsen’s annual employee engagement survey. The 2024 engagement survey results reflect a culture characterised by zero-tolerance for harassment and discrimination with a total score of 8,6 out of a maximum of 10. In addition, some business units have higher frequency surveys to receive and work with feedback from employees.

4 Guide to Human Rights Impact Assessment and Management (HRIAM)

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In 2024, 38 whistles were reported through the whistleblowing channel that were categorised as related to human rights. The 38 whistles concerned alleged discrimination, working conditions, bullying, harassment, and sexual harassment. In 18 of the cases the allegations were confirmed, with appropriate mitigating actions taken. The remaining 20 whistles were concluded as “dismissed”: allegations not confirmed, not possible to follow up due to lack of information, misunderstanding between employees, no wrongdoing, whistler not wanting the case to be pursued.

Wilhelmsen is dedicated to making a positive impact by supporting the UN Sustainable Development Goal 5: Gender equality. The group is committed to transparently reporting on its practices and progress in equality, diversity, and inclusion.

Despite an ethnic diverse workforce, the percentage of women in the organisation has been stable for several years, between 34-36 %. Wilhelmsen’s ambition is to have 30% females by 2025 and 40% of each gender by 2030 represented in the top three level of management onshore and in internal boards. At the end of 2024, there were 34 % female in top three management positions, up from 31 % in 2023.

Wilhelmsen continue to focus on diversity management and unconscious bias training for human resources, managers, and employees and implement awareness campaigns to improve the understanding of what an equal and inclusive workplace and business partner should be experienced as. As needs vary pending on location, local human resources are responsible for developing activities tailor-made to local needs to support the group’s overall ambition. Further work on improving Wilhelmsen people processes with regard for equality, diversity and inclusion will continue throughout 2025.

Health, safety and decent working conditions

Wilhelmsen recognise that there are health and safety risks related to work in ports, a warehouse or at sea where operations are done 24/7 throughout the year. Office workers have risks related to prolonged sitting time, screens/ blue light, etc.

Incidents with injury have happened and given the high- risk environment for boarding vessels there is a possibility that employees are exposed to injuries within the workplace. Warehouse workers can be exposed to health risk when operating machinery or handling chemicals. Demanding physical working conditions, potentially hazardous tasks, long hours of work and extensive periods away from family can lead to high-level of stress and fatigue for seafarers.

Wilhelmsen has a continual focus on improvement of health and safety culture through management attention, management systems, internal assessments and audits, governing elements and health and safety culture building. The group has developed a comprehensive health, safety, environment, and quality (HSEQ) system, supporting a safe working environment. Each business unit has established management systems for managing health and safety risks specific to their operations, including investigations with preventative and corrective actions. To reduce the risk of accidents happening, Wilhelmsen provides personal protective equipment for all relevant personnel.

NorSea Group operating companies, Port Services, Ships Service, and Global Business Services are certified according to the ISO45001 occupational health and safety standard. Wilhelmsen Chemicals is preparing their management system for certification in 2025. Ship Management have a comprehensive health and safety management system and

are certified to operate ships as per the International Safety Management (ISM) Code. In relation to seafarers, Ship Management’s operations comply with the Maritime Labour Convention (MLC) requirements. Port Services use the Take 5 principal to promote health and safety for all activities related to work in ports. This is an informal risk management process designed to assess a task prior to its commencement for the purpose of identifying and controlling hazards associated with that task.

In 2024, the group’s business units continued the important work of building a safety culture, particularly towards employees and seafarers exposed to higher risks related to operations at ports, on vessels, and at production, base and warehouse sites. The actions included safety training, visits, audits and campaigns. Work related illness metrics were established and reported for the first year. Ship Management launched WLearn, a training platform for seafarers to develop their skills and knowledge, thereby contributing to safer and more efficient maritime operations.

Regrettably in 2024, there was one onshore work-related fatality during an employee’s commute home after work, and two work-related fatalities among seafarers. One case involved a crew member who was trapped under a forklift during cargo operations, and the second case involved a crew member who fell from heights during maintenance work in the engine room. Corrective and preventive actions included a safety stand down to pause all work in the affected area and reinforce safety awareness, risk assessments specific to the key controls identified, and learnings shared through safety briefings, crew conferences and during ship visits. These incidents highlight the critical need for continuous improvement in safety measures and protocols, emphasising the importance of ongoing efforts to enhance safety practices

Data protection and cyber security

Wilhelmsen handle personal data in in line with the EU GDPR regulation but recognise that there is a risk of personal data lost in a cyber-attack and sometimes unlawful storage of privacy data. The group has implemented governing elements, IT security policies, contracts, and security barriers. To limit the risk of cyber-attacks Wilhelmsen keep employees updated on new types of cyber-attacks and new threats.

In 2024 Wilhelmsen continued to see a significant increase in cyber threat levels as well as actual attacks through phishing emails. To meet the increased risk of cyber-attacks the group has a Cyber Policy, followed by an annual training campaign for all employees with a mandatory sign off. The policy contains key security topics for all employees to be aware of and use in daily business to decrease risk of cyber-attacks.

During the year Wilhelmsen assessed the current cyber security level towards aligning with the EU NIS2 Directive.

Workers in the value chain

With more than 10,000 suppliers worldwide, Wilhelmsen has a significant indirect impact on human rights and decent working conditions through its value chain. In its human rights due diligence for 2024, Wilhelmsen did not identifyany actual adverse impacts on fundamental human rights or decent working conditions in the group’s supply chain or in relationships with other business partners. Although no actual adverse impacts were uncovered in Wilhelmsen’s supply chain or business partner relationships in 2024, several risks of potential adverse impacts were identified.

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Wilhelmsen use raw materials for the manufacturing of ropes and steel for cylinders. The raw materials extraction industry is often associated with negative human rights impacts and communities that face adverse impacts of large-scale extractive projects on their human rights and the environment. The industry is lacking transparency and has poor records related to most human rights, including health and safety and working conditions. As raw materials are sourced from all over the world, and from sub-sub suppliers, Wilhelmsen has limited insight and control.

Newbuilding and dry-docking services, particularly in China, South Korea, Japan, and the Philippines, are high-risk due to extensive shipbuilding activities involving complex supply chains and subcontracting. These factors increase the potential for forced labour. Poor health and safety standards also pose significant risks of workplace accidents and injuries. Wilhelmsen’s provision of technical supervision services helps shipowners mitigate these risks by upholding human rights standards. Additionally, active ownership and oversight of investment companies’ strategies, activities, and policies are leveraged to reduce risks.

The highest potential adverse human rights impact is found in production facilities and maritime service activities at ports located in China, India, Thailand, Turkey, Brazil and the United Arab Emirates. All these countries have limited or no guarantee of workers rights according to the Global Rights Index (2023) which rates countries depending on their compliance with collective labour rights and document violations by governments and employers of internationally recognised rights.

The most significant areas where Wilhelmsen’s operations

may have an impact on human and labour rights in these countries are:

• Poor health and safety of workers at external manufacturing sites (cylinders and ropes), local filling factories, toll blending sites and warehouses.

• Inadequate human and labour rights for migrant workers.

• Forced labour or child labour (recruitment fee, bondage labour, modern slavery) at filling factories, toll blending sites, sub-agents and third-party land transport providers.

• Violation of workers’ freedom of association and the right to organise.

Wilhelmsen is committed to safeguarding human rights across its businesses, irrespective of the countries in which the group operate and expect their supply chain partners to do the same. Wilhelmsen has set minimum requirements relating to human rights to its suppliers. These are stated in Wilhelmsen’s Supplier Code of Conduct. The group expect its suppliers to comply with and promote the same principles in their own supply chain. Where a supplier is not willing to accept but has an equivalent or better code of conduct, a bridging clause is made in the respective agreement to reflect this. In 2024 the Supplier Code of Conduct was signed by all new suppliers, and Wilhelmsen is continuing to implement to existing suppliers when contracts are up for renewal.

Based on Wilhelmsen’s process for integrity due diligence, business units assess new suppliers against ESG criteria in contracts and conduct frequent supplier screening, assessments, audits, and reviews. Wilhelmsen has also introduced awareness and management attention and focus on country risk/outsourcing risks. Wilhelmsen use the Procurement Risk Assessment Framework in accordance with the Procurement Governance Standard when performing risk assessment on suppliers.

For current suppliers Wilhelmsen is conducting ongoing desk based due diligence to identify and determine which suppliers are rated as high-risk. In 2024, business units conducted 742 supplier audits or assessments with ESG criteria. In addition, business units conducted periodic supplier workshops, information sessions, performance assessments, business reviews and onsite audits.

Any findings following these assessments are addressed to the suppliers with expected corrective actions.

Lysaker, 19 March 2025

The board of directors of Wilh. Wilhelmsen Holding ASA

Electronically signed:

Carl E Steen (chair)

Morten Borge

Rebekka Glasser Herlofsen

Ulrika Laurin

Thomas Fredrick Borgen

Thomas Wilhelmsen (group CEO)

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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

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