Edda Wind ASA – Annual Report 2022
Strategic
Report
Board of
Directors Report
Governance
Report
Financial
Statements
01
Contents
Strategic report
01 About Edda Wind
03 Highlights
04 At a Glance
07 CEO Statement
08 Investment Case
09 Edda Wind Value Chain
10 Market Overview
13 Business Model
14 Strategy
15 Stakeholder Engagement
16 ESG
Board of Directors report
27 Board of Directors
28 Board of Directors Report
Governance report
33 Governance at a Glance
34 Norwegian Code of Practice for Corporate Governance
38 Remuneration Report
Financial statements
42 Consolidated Financial Statements
67 Company Financial Statements
73 Auditors Report
Edda Wind –
a pure-play operator
in the offshore
wind industry
We enable a greener future by providing
our clients with easy access to the future
of sustainable energy production
Edda Wind ASA – Annual Report 2022
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02
Strategic
Report
01 About Edda Wind
03 Highlights
04 At a glance
07 CEO statement
08 Investment case
09 Edda Wind Value Chain
10 Market overview
13 Business model
14 Strategy
15 Stakeholder Engagement
16 ESG
Photo: Stephan Giesen
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Highlights
Highlights
Key figures (EUR 1,000)
Profit/(loss) for the period
1,935
2021: 2,242
EBITDA
2
6,569
2021: 6,182
Revenue
28,425
2021: 24,416
EBIT
1
3,374
2021: 3,013
Total assets
351,138
2021: 305,602
Equity ratio
52.3%
2021: 60.3%
Newbuilding book value
223,082
2021: 131,077
NIBD
3
107,758
2021: 20,940
1 EBIT (earnings before interest and tax) is defined as total income (operating revenue
and gain/loss on sale of assets) less operating expenses, other gain/loss and depreciation
and amortisation.
2 EBITDA (earnings before interest, tax, depreciation and amortisation) is defined
as operating revenue and gain/loss on sale of assets less operating expenses.
3 NIBD (net interest-bearing debt) is defined as total interest-bearing debt (non-current
interest bearing debt and current interest-bearing debt) less cash and cash equivalents,
restricted cash and current financial investments.
Equity
183,680
2021: 184,332
Vessel book value
66,714
2021: 73,611
Photo: Stephan Giesen
Market fundamentals continue
to improve
• Strong growth in demand, estimated to be
more than 250 vessels by 2030, excluding China;
far exceeding existing tonnage and order
book for approximately 60 vessels.
• Increasing rates as oil & gas tonnage
exit offshore wind.
• Increased focus and accelerated pace
for the renewable energy transition.
Edda Wind established as the
undisputed market leader
• Edda Breeze and Edda Brint started operation
in March 2023. Edda Boreas and C-416 expected
to be ready for operation during Q2 2023 and
Q4 2023.
• Eight vessels under construction at year end,
ordered at low prices with attractive delivery
schedules. Additional four vessels ordered in
March 2023.
• Close to 100% utilisation during 2022
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Edda Wind ASA – Annual Report 2022
Who
are we
Edda Wind ASA (“Edda Wind”) is a
pure-play provider of purpose-built
service operation vessels (SOVs) and
commissioning service operation
vessels (CSOVs) for offshore wind
farms worldwide.
By providing high-quality vessels based on
Edda Wind’s specifications and know-how
we enable a greener future by providing
our clients with easy access to the future
of sustainable energy production.
Our customers
The Group’s customer base consists of offshore
wind farm developers and operators, such as
Vestas, Ørsted, SSE Renewables, Siemens Gamesa
and Ocean Breeze Energy. The Group’s portfolio
is growing with clients having significant offshore
wind ambitions, resulting in great potential to
expand the customer base. The Group’s business
is primarily carried out in Europe, but we are
leveraging the Group’s network and proven
track-record in positioning vessels to win
contracts worldwide.
Our fleet
Edda Wind’s fleet consists of dedicated state-of-
the-art offshore wind vessels. During the year, the
Group owned and operated two SOVs and operated
one chartered-in frontrunner vessel. The Group
also has a newbuilding programme for further SOVs
and CSOVs at yards in Spain, Norway and Vietnam,
which brings the fleet up to 14 vessels. All of the
Group’s vessels are designed to transport wind
turbine technicians and other personnel, as well as
equipment, spares and consumables, to offshore
wind farm sites, and to serve as accommodation
hubs for wind turbine technicians as they
perform work on the wind turbines. All vessels
have high-standard cabins and common areas.
The Group’s CSOVs under construction will be
able to accommodate up to 120 persons, while the
Group’s SOVs can accommodate up to 60 persons.
The Group’s vessels are all equipped with motion
compensated gangway systems with an adjustable
pedestal to ensure safe and optimal connections
to the turbines, even in harsh weather conditions,
and motion compensated cranes. The design
is optimised for an efficient logistical operation
for the turbine technicians. The gangway of
the Group’s CSOVs under construction are also
being built for gangway height flexibility, enabling
accommodation of various access heights without
reconfiguring the vessel.
As per April 2023:
10
vessels under construction
4
operated vessels
At a Glance
Photo: Balenciaga S.A.
Firm contract
Option period
Under construction
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Fleet
overview
To meet the expected future
demand for offshore wind vessels,
Edda Wind has increased its fleet
to fourteen vessels, through orders
placed in 2022 and Q1 2023.
At a Glance continued
Name Client
Start/
Delivery End Option Location ‘23 ‘24 ‘25 ‘26 ‘27 ‘28 ‘29 ‘30 ‘31 ‘32
Edda Passat
SOV
Mar-18 Oct-23
Race Bank wind farm,
UK
Edda Mistral
SOV
Sep-18 Sept-24
Up to
4years
Hornsea One wind farm,
UK
Edda Brint
SOV
Mar-23 May-37
Up to
1.6years
Seagreen wind farm,
Scotland
NB C-416
SOV
Q4-23 Q3-28
Sant-Brieuc wind farm,
France
Edda Breeze
CSOV
Apr-21 Apr-32
Up to
2.6years
BARD Offshore 1,
Germany
Edda Boreas
CSOV
Q2-23 Q2-25 1 year
Dogger Bank wind farm,
UK
NB C-491
CSOV
Q4-23
NB C-492
CSOV
Q2-24
NB C-503
CSOV
Q3-24
NB C-504
CSOV
Q2-25
NB 965
CSOV
Q1-25
NB 966
CSOV
Q1-25
NB 967
CSOV
Q2-25
NB 968
CSOV
Q1-26
5 CSOV
options
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06 At a Glance continued
October 2015
The Group’s fully-owned
subsidiary, West Energy AS,
was established and entered
into a charter party with
Ørsted, currently operated
by Edda Passat.
January 2022
Three CSOVs ordered, two at
Colombo Dockyard (Sri Lanka)
and one at Astilleros Gondán,
C-503.
May 2022
Edda Breeze delivered from
the yard and commenced
installation and commissioning
of gangway system.
May 2016
West Energy AS entered into
a charter party with Ørsted,
currently operated by
Edda Mistral.
July 2022
Newbuilding order at
Colombo Dockyard cancelled
due to political unrest.
March 2023
Four CSOVs were ordered from Vard shipyard for delivery in 2025 and
2026 and NOK 1.2 billion raised in new equity in Private Placement.
Edda Breeze and Edda Brint commenced operations.
Charter parties were concluded with Vestas for 750 days.
2018
Edda Passat and Edda Mistral
delivered from shipyard.
November 2021
Entered into an EUR 110 million green loan facility for the refinancing
of Edda Passat, Edda Mistral and the pre- and post-delivery financing
of Edda Boreas and C-416.
Edda Wind ASA was listed on the Oslo Stock Exchange.
October 2022
Edda Brint was delivered from
the yard and commenced
installation and commissioning
of gangway system.
January 2020
Shipbuilding contracts were
entered into with Astilleros
Gondán for two CSOVs, Edda
Breeze and Edda Boreas, and
with Balenciaga for two SOVs,
Edda Brint and C-416.
April 2021
Contract with Doggerbank
Offshore Windfarm Project 1
Projco Limited was entered
into for Edda Boreas.
November 2022
Ørsted extended charter for
Edda Passat by seven months
to September 2023.
One CSOV ordered at
Astilleros Gondán, C-504.
February 2023
Entered into a EUR 100-120 million green loan facility for the pre- and
post-delivery financing of newbuildings C-491, C-492 and C-503.
Edda Boreas delivered from the yard and commenced installation
and commissioning of gangway system.
February 2020
Charter parties were
concluded for Edda Breeze
and Edda Brint with Ocean
Breeze Energy GmbH & Co.
KG and Vestas Offshore Wind
UK Ltd, respectively.
March 2021
Shipbuilding contracts were
entered into with Astilleros
Gondán for two CSOVs,
C-491 and C-492.
December 2022
Ørsted extended the charter
for Edda Mistral by one year
to August 2024.
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Edda Wind – First full year
of operation after IPO
Edda Wind has completed its first full
yearof operation since listing at Oslo
Stock Exchange, and it has truly been
anexciting year. The existing contracts
has been performed very well, we have
secured extensions to contracts as well
asnew contracts, and ordered more
vessels during the year to become the
undisputed market leader within C/SOV.
The offshore wind industry is continuing
its growth and the upward trend is set to
continue. This is backed up by optimism
from the industry itself, markets analysts
and investors. Market reports indicate
a demand for more than 250 service
vessels in offshore wind industry by
the end of this decade. The supply of
existing C/SOVs plus newbuilds amounts
to around 60 vessels whereof about
50% are engaged on firm contracts.
It is expected that the demand – supply
gap will result in favorable day rates,
particularly in the shorter commissioning
segment. The fact that the subsea
tonnage is exiting from offshore wind
back to oil & gas has increased this trend.
This demand represents an exiting
growth opportunity for Edda Wind, being
a leading operator with a portfolio of both
long-and short/medium term contracts,
balancing stable cash flows with flexibility
to capitalise on favorable market dynamics.
As at end of 2022 Edda Wind had 10
vessels in the fleet, including newbuilds
and an order back log of about EUR 400
million. Today we have increased the fleet
to 14 vessels by 2026 and the back log is
increased to about EUR 450 million. Several
of the newbuilds are uncommitted and
will be able to secure work in a market
with great demand for this type of vessel
with expectations for attractive dayrates.
A NOK 1.2 billion capital increase was
successfully closed in March 2023 to
cover the equity portion of the last four
newbuilds ordered from the Vard Group.
The company has experienced delays
on the gangway systems for the first
newbuilds. Therefore, good to report
that Edda Breeze and Edda Brint started
their charter parties with Ocean Breeze
and Vestas respectively in March 2023.
The sea trials confirms that the completed
gangway system makes it possible for
these vessels to perform safe personnel
transfer in very rough weather conditions.
Completion of the next systems are taking
advantage of the lessons learned and is
progressing well.
The three vessels in operation have
performed well with a utilisation
of 99.7% and no injuries to personnel
during the year. The charted in front
runner vessel, Edda Fjord, has provided
good service to Ocean Breeze since
April2021. The vessel was redelivered
to Østensjø 30 March 2023 when being
replaced by the Edda Breeze.
The first full year of operation has
gone by, and it has been an exciting
and hectic period with its milestones
and challenges. I am happy to receive
positivefeedback on the company
as a recognized and trusted service
provider to the offshore wind industry.
We have much excitement ahead
of us, including five newbuilds that
will commence operations during 2023.
Edda Wind has started the process to
recruit and establish an organisation
prepared tomeet the increased workload
and activities. This project will run until
end of2024, with the intention of having
a standalone organisation in place to
operate a gradually larger fleet.
We are grateful to all stakeholders who
have, and continues to, show confidence
in Edda Wind and our business model.
Kenneth Walland
CEO
Photo: Bård Gudim
CEO Statement
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Investment Case
Edda Wind is uniquely
positioned with competitive
advantages along several
dimensions:
• • Dedicated state-of the-art offshore wind vessels
• • Sustainability at the very centre of our strategy
• • Growing portfolio of clients with large potential
• • Extensive experience and competence pool in
maritime operations
• • Safe and efficient operations
• • Newbuildings prepared for zero-emission
• • The Group targets to service most of the offshore wind farm
value chain
• • Actively considering opportunities in all key offshore
wind hubs
• • Total backlog of EUR 394 million
1
in place with six of fourteen
vessels on contract
• • Vessel availability well matched to C/SOV demand and
supply curves
• • Attractive financing in place for contracted vessels as well
as three vessels available from 2024
• • Significant share of debt fixed long-term at attractive all-in
rates through Private Placement and CIRR-options
Focused company
with the right set of
capabilities
Positioned across
the value chain in
a global market
Highly attractive
backlog and
financial profile
Photo: Balenciaga S.A.Photo: Eivind RøhnePhoto: Eivind Røhne
1 As per 31 December 2022
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Edda Wind Value Chain
Offshore wind value chain
Offshore wind
project stages
Installation of
foundations
Commissioning and installation O&M
Export and array
cable laying
Operation and maintenance
Scope of work
C/SOV
application
SOV or CSOV
• • The foundations for wind
generation is constructed
• • Installation of monopilers,
tripods, transition piece
and jackets to support
installation
• • Connection of turbines
sub-station and grid
• • Cable laying potentially
requiring personnel
• • Transfer during
hook-up
• • Mounting and installation
of the tower and the
turbine rotor blades on
the transition piece
• • Continuous O&M work throughout the life of the
wind farm
• • Need for continuous logistics solutions and
accommodation
Continuous transfer of crew and equipment
Tailored logistics and accommodation solutions
CSOV
CSOV and SOV
Installation of tower
and turbine
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Edda Wind ASA – Annual Report 2022
233
206
178
149
124
103
85
70
58
45
35
2020 2021 2022 2023e 2024e 2025e 2026e 2027e 2028e 2029e 2030e
0
50
100
150
200
250
GW
2010
0
5
10
15
20
25
30
35
2013 2016 2019 2022 2025 2028
GW
1
0.1
1
0.1
1
0.3
1.5
0.3
3
0.4
2
1
3
1
3
1.5
4
2
3
3
8
3
8
4
4
1
8
3
2
10
5
3
12
7
8
3
3
12
15
10
3
15
11
3
16
12
3
17
1.2
0.3
The development of
the energy transition
Market Overview
The development of the energy transition
The world is rapidly advancing towards a pivotal
moment in the global energy sector, as it shifts
away from fossil fuels towards zero-carbon energy
sources. The key driver behind this shift is the
critical need to significantly reduce CO
2
-emissions
related to energy production, in order to mitigate
the effects of climate change. Achieving this
requires immediate and decisive action on all
fronts, with the Paris Agreement setting forth bold
CO
2
reduction targets. The global energy sector
can only meet these targets by developing
renewable energy sources such as offshore wind,
while simultaneously leveraging new technologies
to reduce the carbon footprint of the current
energy value chain.
Amidst this, the global energy crisis sparked by
Russia’s invasion of Ukraine, causing implications
forhouseholds, businesses and entire economies,
promotes urgency for the build-out of renewable
energy sources, thus becoming more important
than ever. Energy security concerns have
motivated countries to increasingly turn to
renewables such as solar and wind to reduce
reliance on imported fossil fuels, which is now
expected to increase to 30% higher than the
amount of growth that was predicted a year ago,
highlighting how quickly governments have thrown
additional policy weight behind renewables.
The public’s growing concern for sustainability and
the energy transition, combined with various
political initiatives supported by governments –
such as the United Nations’ focus on the
Sustainable Development Goals and the Green
Deal’s target of zero emissions by 2050, creates
a favourable environment for Edda Wind. The
Company recognises both the opportunity and the
responsibility to contribute towards a cleaner, more
sustainable, and energy-efficient future by actively
participating in the ongoing energy transition.
Offshore wind positioned to lead
the energy transition
The offshore wind market continues to grow
on a global basis. By 2050 the global capacity
is expected to reach approximately 1,000 GW.
Offshore wind – global cumulative capacity Offshore wind – global annual capacity additions
APAC Americas EMEA
Source: Fearnley Offshore Supply AS Source: Fearnley Offshore Supply AS
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0.0
1.0
2.0
3.0
4.0
5.0
6.0
7.0
Indexed (2018 = 100)
2018 2020 2022E 2024E 2026E 2028E 2030E
6.0x 14.8x
2050E
3.8x 11.1x
2050E
2.5x 6.8x
2050E
Market Overview continued
Offshore wind installations are expected to be
the fastest growing energy source this decade,
surpassing other and conventional energy sources
such as onshore wind, solar, hydro, nuclear, oil, gas
and coal. By 2050, the electricity generation is
expected to increase by approximately 25x on
a global basis.
As the offshore wind capacity continues to expand
at a rapid pace, the number of wind turbines
continue to grow significantly. As of end 2022, there
are approximately 11,000 offshore wind turbines
installed globally, a number which is expected to
grow to 20,000 by 2026. It is anticipated that by
2030, around 33,000 wind turbines will be set up
offshore, with Europe and Asia accounting for most
installations. The substantial growth in offshore
wind turbines is a key catalyst for the growing
demand projected for vessels, which will be
required both during the commissioning and
installation phase and for O&M throughout the
wind farms’ lifespan, which is expected to be
25years.
Offshore wind installations are expected to be
the fastest growing renewable energy source this
decade, though coming from a lower base. In 2020,
global installed capacity was roughly 35 GW and
is expected to reach 233 GW by 2030. Both water
depth and distance to shore for offshore wind farms
has increased significantly in the past decade. This
has led to more complex operations for servicing
the turbines and added additional demand.
Exponential growth in the number of offshore
wind turbines will naturally lead to similar growth
in demand for vessels to assist in installation,
maintenance and service for turbines. Vessel
supply has not been accelerating at the same pace
as demand. Leadtimes of 2-3 years in construction
of a C/SOV means that supply and demand can
be estimated relatively accurately for the next
few years. Leading analytical environments predict
that there will be a demand for 120 vessels
worldwide by 2025 which is expected to increase
to about 250 vessels by 2030, exemplified by the
chart below. As of 2025, one can expect 55 Tier 1
vessels and 12 Tier 2 vessels available, resulting in
a total of 67 vessels, without considering additional
newbuilds or scrapping. Despite the anticipation
of additional vessels being constructed and options
being exercised, the demand forecast suggests
a significant gap between supply and demand
in the C/SOV market. In other words, there is a
clear requirement for more vessels to balance the
market. This has for the last 8-10 years been done
by tonnage built to service offshore oil and gas
installations, due to the crisis this market has been
going through. For the last couple of years that
market has recovered and this development is
expected to continue for the foreseeable future.
A significant number of vessels have migrated back
from offshore wind, as both willingness and ability
to pay for these highly specialised vessels is even
higher in oil and gas. Going forward, these vessels
can no longer be counted on to balance supply
and demand in offshore wind. As a consequence of
these developments, offshore wind vessel owners
can enjoy a strong market outlook in the short and
medium term.
A strong market outlook is normally accompanied
by increasing rates. Over the last few years this has
been observed in the C/SOV market, particularly
in the shorter term commissioning market.
Long-term SOV O&M contracts are very much
linked to newbuilding cost at the time of tendering.
Shipyard capacity is currently very limited due
to strong demand from several shipping sectors.
There is also only a limited number of yards capable
of, and experienced in, building C/SOVs, further
limiting access to building slots. As a consequence,
yard prices have increased dramatically over the
last 18 months.
Offshore wind is the fastest growing energy source
Offshore GW installed
Key offshore wind regions 2018 2030E 2050E
Europe 19 78 215
Asia 5 126 613
North America 0 23 164
Offshore wind
Solar
Other
Gas
Hydro
Onshore wind
Nuclear
Coal
Oil
Source: Bloomberg NEF
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25
29
33
‘26E
28
31
32
34
35
40
41
44
45
48
50
55
‘25E‘24E‘23E‘22‘21‘20
12
12
12
12 12 12 12 12
30
47
55
56 56 56 56 56
75
85
120
150
185
205
233
250
‘29‘28‘27‘26‘25‘24‘23 ‘30
2
0
1
2
2 2 2 2
Market Overview continued
Demand and supply expectations
# of vessels
C/SOV historical dayrates and expectations
EUR 1,000 per day
Supply tier 1
Supply tier 2
Tier 1 US
Total wind demand (incl. US)
Historical High case
Midcase Low case
Naturally, this leads to a competitive edge for
owners, such as Edda Wind, that have been
able to move early and swiftly and now are in
a position with vessels already on order and
under construction.
To reap the benefits of the very attractive
market for short and medium contracts in the
commissioning market, scale and size of fleet
is essential. Developers and own equipment
manufacturers (OEMs) are only rarely able to
contract vessels on long-term contracts in
this market. This is because their development
programs normally consist of several projects
being commissioned either in parallel or with
gaps in time between them. The flexibility afforded
by a larger fleet, and particularly of vessels built
to service the commissioning market, is therefore
an invaluable tool for vessel owners. This flexibility
enables both achieving the highest possible
utilisation of the fleet, by being able to nominate
vessels to projects according to availability.
In addition, and perhaps at least as important,
it enables guaranteeing clients availability of
vessel(s) based on their need, given agreed notice
times, naturally granted that commitments of
access to work are made towards the owner
as well. For Edda Wind, as the largest operator
in the C/SOV market, the ability to enter into
framework agreements or similar will be a
definitive competitive advantage going forward.
Source: Fearnley Offshore Supply AS
Source: Fearnley Offshore Supply AS
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Edda Wind develops, builds, owns,
operates and charters out purpose-built
SOVs and CSOVs for offshore wind farms.
The Group recognises the opportunities and
responsibilities to contribute towards a cleaner,
more sustainable and energy efficient future.
Our business model enables us in doing so.
Our Business
Model
Business Model
Optimising
Our capital structure
Edda Wind aims to optimise
its capital structure in order to
enhance the potential for capital
distribution to shareholders
and thus fulfil its dividend policy.
For newbuilds with longer-term
contracts, the Group targets
having financial leverage in the
range of 70-90% of newbuild
costs. For vessels on shorter-term
contracts, the Group seeks to
have debt financing of 50-70%
of newbuild costs.
Balancing
Our approach to long-
and short-term contracts
Edda Winds’ ambition is to secure
a share of long-term contracts
which ensures cash flows and
enables financing solutions, while
having a similar exposure to the
short-term spot market which
is showing strong fundamentals
for the foreseeable future.
Market leading
Providing of offshore
wind service vessels
Following delivery of the
offshore wind C/SOVs currently
under construction, the Group
will have the largest fleets of
purpose-built offshore wind
C/SOVs in the world, solely focusing
on the fast-growing market for
offshore wind service vessels.
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Sustainability at the
centre of the strategy
Strategy
The Group’s strategy is
focused exclusively on
the offshore wind industry,
and sustainability is a
strategic objective for the
Group and considered key to
its ability to create long-term
value for its shareholders.
It represents an opportunity
for innovation and improved
efficiency and a foundation
for sustained growth.
The business model and strategy are supported by the capital,
experience and network, and competence of the Group’s
major shareholders as well as its dedicated management and
organisation. The Group is already well positioned within the
industry with a diversified contract portfolio with leading clients,
including Ørsted, Ocean Breeze, Vestas, Siemens Gamesa and
SSE Renewables, as well as having future-ready assets prepared
for new zero-emission operations creating a solid platform for
further growth and development. Global environmental concerns
have led to significant investments in decarbonisation and the
offshore wind industry has been able to reduce cost and risk on
the back of the accelerating offshore wind sector industrialisation.
The decarbonisation through electrification is expected to
continue, which will further support positive development
for offshore wind as can be seen in the expansion of bottom
fixed wind farms into US and Far East markets as well as new
technology development for floating offshore wind farms.
Whilethis supports the Group’s business model, strategy and
prospects, future development will also be influenced by licensing
and development of new offshore wind farms, access tocapital
and competent sea and shore personnel as well as being able
to offer cost efficient services to clients while meeting future
emission standards.
Photo: Eivind Røhne
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Statements
15
Working for our
stakeholders
Stakeholder Engagement
Maintaining a regular
and open dialogue with key
stakeholders is important for
Edda Wind, as it contributes
to a better understanding
of stakeholder expectations,
possible challenges and
opportunities, and the
potential impact of our
activities. This, in turn,
serves as a basis for better
decision-making.
Stakeholders are defined as those entities or individuals that are expected to be significantly
affected by Edda Wind’s activities, services and decisions.
Key stakeholders and how we communicate with them:
Investors
• • Annual and quarterly reports and presentations.
• • Regular Board meetings (for main investors).
• • Press releases and stock exchange notices.
Suppliers
• • Procurement policies.
• • Supplier assessments.
• • Regular dialogue with key suppliers.
Customers
• • Customer meetings.
• • Regular dialogue.
• • Tender activities.
Employees
• • Performance appraisals.
• • Management communication.
Ship manager
• • Day-to-day communication.
• • Regular operations meetings.
Authorities and
local communities
• • Membership organisations.
• • Sponsorships.
Sustainability reporting
Edda Wind’s sustainability reporting is
prepared in reference with the Global Reporting
Initiative (GRI) Standards 2021. The report
should be read in conjunction with the GRI Index,
which is published on the Group’s webpage,
www.eddawind.com. The report has been
prepared by senior management and reviewed
by the Audit Committee. No third-party
verification has beenperformed.
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Be a safe workplace and inclusive employer
Social
• • No fatalities or lost time incidents.
Contribute to a greener future
Environment
• • Taken delivery of two newbuilds from yard equipped with battery
hybrid systems and prepared for LOHC technology.
• • Three vessels in operation during 2022 within renewable energy.
Be a trusted and transparent business partner
Governance
• • Conducted our first materiality assessment.
Environmental,
social and
governance
Our sustainability highlights
ESG
Scope of the report and reporting boundaries
The report covers activities for the calendar year 2022 for Edda Wind and its
subsidiaries and is aligned with the other information provided in the Annual Report.
Østensjø Rederi is ship manager for Edda Wind and has performed corporate
management services for Edda Wind during 2022. The scope of reporting covers
all activities under Edda Wind’s operational control, including activities performed
by Østensjø Rederi on our behalf. Environmental data, such as greenhouse gas
(GHG) emissions and waste disposals, are reported on an operational control basis
(i.e. covering both owned and hired-in vessels). People-related data includes data
from personnel under direct employment, as well as personnel working on board
our vessels hired in through Østensjø Rederi.
Refer to note 5 to the Consolidate Financial Statements for full overview of entities
within the Group.
Photo: Eivind Røhne
Photo: Lukasz Bis
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10
4 1
7
11
5 2
8
12
6 3
9
Be a trusted and transparent
business partner
Be a safe workplace
and inclusive employer
Contribute to a greener future
Materiality assessment
and priorities
Edda Wind has conducted its first
materiality assessment in 2022, where
we have directly engaged with our key
stakeholders to identify the different
perspectives our stakeholders have
on our business impacts.
In the assessment, the importance
of different topics is ranked by
internal and external stakeholders,
such as Board members, investors,
banks, suppliers, customers and
members of executive management.
The assessment provided the
following results, where the topics
have been ranked on the impact
on Edda Wind’s business and the
importance for stakeholders.
Importance for business
Importance for stakeholders
Business ethics and anti-corruption
Operational safety, prevention of accidents,
injuries and absence
GHG emissions from operations
Supply chain management
Waste management and ship recycling
Human rights and equal treatment
Tax transparency
Green growth and decarbonisation
Sustainable innovation
Customer focus
Human capital development
Data privacy and data security
10
4
1
7
11
5
2
8
12
6
3
9
ESG continued
Environmental issues
Social issues
Governance issues
Other
Based on the materiality
assessment, the Group
management team has defined
the following sustainability
priorities and related material
topics, which were also
approved by the Board:
• • Investing in sustainable
solutions
• • GHG emissions
• • Non-GHG emissions
• • Operational safety on board
• • Equality, diversity and
inclusion in the workforce
• • Investing in human capital
• • Business ethics and
anti-corruption
• • Supply chain management
• • Cyber security
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Contribute to
a greener future
Offshore wind at the pinnacle of decarbonising
the global energy market
Edda Wind’s fleet represents an important piece of
the puzzle of supporting tomorrow’s offshore wind
parks and thereby contributing to providing cleaner,
renewable, and cost-efficient energy to the world.
Sustainability is at the very centre of Edda Wind’s
strategy, exclusively focusing on the offshore
wind sector targeting both the O&M segment,
aswell as the commissioning segment.
Investing in sustainable solutions
Edda Wind fully supports the Green Deal’s target
ofzero emissions by 2050 and is already taking an
active part by contributing to the production of
renewable energy. We also work actively to reduce
our own environmental footprint as part of the
offshore wind value chain. To provide value to
customers while reducing our environmental
impact, we work with our customers to optimise
our vessels and collaborate on the development of
alternative fuels, including hydrogen. We use the
latest technology for battery-hybrid solutions, and
our newbuildings are prepared for hydrogen-based
operations with zero GHG emissions. Edda Wind has
high ambitions and targets to offer zero-emission
solutions and operations for the newbuildings within
by the end of this decade and for these to be
carbon-neutral by 2040.
The fleet
Edda Wind’s ongoing newbuilding programme
will bring the fleet to a total of 14 purpose-built
offshore wind vessels by 2026. With this, Edda
Wind’s fleet will consist of next-generation offshore
wind service vessels.
Implemented energy-saving equipment
Each vessel under construction is designed to have
a low environmental footprint without compromising
its operational capabilities. The vessels are designed
with systems to increase energy efficiency and
decrease overall energy consumption.
The vessels are equipped with battery hybrid
propulsion systems that enable us to reduce the
number of diesel generators in operation since the
batteries can be considered as a spinning reserve
in critical situations. It also enables us to reduce
the size and number of generator sets, which
will simplify maintenance, reduce vessel weight
and reduce fuel consumption. In addition, the
ventilation systems on board are set up to utilise
the residual heat from the engines cooling water
systems, rather than from the diesel generators.
The energy-saving equipment implemented will
give the newbuildings a minimum of 30% reduction
in GHG emissions compared to first-generation
offshore wind service vessels.
Prepared for zero-emission
All of Edda Wind’s newbuildings are prepared for
zero-emission operations without compromising
operational capabilities. The vessels are prepared
to take on board the Liquid Organic Hydrogen
Carriers (“LOHC”) concept with the potential for
zero-emission operations. Edda Wind has received
NOK 75 million in grants from Enova related to this
in 2021-2022.
70GW
in 2023
1,000GW
by 2050
2040
Carbon neutral target for newbuildings
Edda Wind has entered into a letter of intent for
using the LOHC technology with Hydrogenius LOHC
Maritime AS. Hydrogenius LOHC Maritime AS has
developed and patented the LOHC technology for
particularly safe, easy and efficient storage and
transportation of hydrogen, which will revolutionise
the supply chain for hydrogen. The unique feature
is that hydrogen is chemically bonded to the low-
toxic, non-explosive and low-cost carrier oil, which
can be used to store and transport large quantities
of hydrogen under ambient conditions, using the
already existing fossil fuel infrastructure. The carrier
oil Hydrogenious LOHC uses – benzyltoluene – can
be loaded and unloaded with hydrogen over the
lifetime of the vessel. Edda Wind’s target is to be
able to offer this zero-emission solution to clients
by the end of this decade.
ESG continued
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ESG continued
1 CO
2
emission is calculated using emissions factor from DEFRA.
2 Calculated in accordance with the GHG Protocol (Operational
control approach).
3 Emissions from owned vessels in operation is derived from
Edda Passat and Edda Mistral.
4 Emissions from chartered vessels in operation is derived from
Edda Fjord.
5 Emissions from newbuilds delivered from yard is derived from
Edda Breeze and Edda Brint. Edda Breeze was delivered from
yard in May 2022. Edda Brint was delivered from yard in October
2022. None of the vessels were operational in 2022 due to delay
in gangway installation.
6 Average CO
2
emissions is calculated as kg CO
2
emission per
work hour. The vessels spend on average 40% of their operational
time in work mode. The remainder of time is spent either waiting
at location/standby (37%), alongside port (16%) or in transit (7%).
7 CO
2
emissions in work mode will vary with weather conditions.
Scope 1
Total CO
2
emissions
1,2
2022 2021
Owned vessels in operation
3
Tonnes per year 10,315 10,164
Chartered vessels in operation
4
Tonnes per year 11,138 9,226
Newbuilds delivered from yard
5
Tonnes per year 1,394 –
Average CO
2
emissions
6, 7
2022 2021
Owned vessels in operation Kg per work hour 822 749
Chartered vessels in operation Kg per work hour 1,505 1,602
During 2022, Edda Wind had three
vessels in operation, of which two
owned SOVs and one chartered
offshore service vessel. The main
source of GHG emissions for Edda
Wind is the consumption of fuel on our
vessels, resulting in main emissions of
CO
2
, NO
X
and SO
X
. Edda Wind actively
works with Østensjø Rederi to reduce
emissions on vessels in operation.
The two owned vessels that were in operation
in 2022 are purpose-built offshore wind SOVs,
built in 2018. Each vessel is operated with variable
speed generators. The vessels are equipped with
additional power-saving measures, such as heat
recovery systems, utilising the residual heat from
the engines cooling water systems and thereby
substituting electrical warming, frequency-controlled
propellers, pumps and fans. The mentioned measures
have the potential to reduce fuel consumption and
CO
2
emissions by up to 30%.
GHG emissions
Each vessel also operates with a selective catalyst
reactor (SCR). The SCR system reduces the level of
nitrogen oxide in the exhaust gas from the engine
by means of catalyst elements and a reducing
agent (urea). The SCR system can reduce levels of
NO
x
emissions by as much as 90%. Customers are
encouraged to utilise the SCR system and to use
low-sulfur marine gas oil to reduce SO
X
emissions.
A Ship Energy Efficiency Management Plan (SEEMP)
is implemented on all operated vessels, describing
initiatives and measurable goals to increase
energy efficiency. The SEEMP also clarifies roles
and responsibilities on board, thereby increasing
awareness among crew members. To further
reduce CO
2
emissions, the vessels are delivered
with recommended eco speed during transit.
The eco speed is calculated to be the speed level
giving the best energy efficiency during transit.
In addition, the ship propellers are frequently
polished, and the ship hulls are regularly cleaned
to reduce water resistance.
The 2022 increase in total CO
2
emissions is driven
by the higher number of operational vessel days on
Edda Fjord in 2022 compared to 2021, as well as the
delivery of two newbuildings in Spain.
There is also a slight increase in emission from
owned vessels in operation due to increased fuel
consumption in work mode, mainly due to changes
in weather conditions under which the vessels have
operated. Edda Wind expects total CO
2
emissions
to increase in 2023-2026 following the delivery
of newbuilds from yard. However, due to the low-
emission profile of the newbuilds, the relative CO
2
emissions per work hour is expected to be reduced.
The chartered vessel operating as frontrunner
for one of the newbuilds, is a multipurpose
platform supply vessel built in 2002. This vessel is
a previous-generation offshore vessel and as such
not equipped with the same emission-reducing
equipment as mentioned above. Therefore, higher
emissions is reported on this vessel in 2022. This
vessel has been replaced by newbuilding Edda
Breeze in March 2023.
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ESG continued
Total NO
X
emissions 2022 2021
Owned vessels in operation Tonnes 62.98 53.68
Chartered vessels in operation Tonnes 205.46 194.08
Newbuilds delivered from yard Tonnes 5.43 –
Total SO
X
emissions 2022 2021
Owned vessels in operation Tonnes 4.87 3.60
Chartered vessels in operation Tonnes 6.96 5.77
Newbuilds delivered from yard Tonnes 0.37 –
Relative SO
X
emissions 2022 2021
Owned vessels in operation kg per tonne of fuel consumed 1.51 1.13
Chartered vessels in operation kg per tonne of fuel consumed 2.00 2.00
Newbuilds delivered from yard kg per tonne of fuel consumed 0.85 –
Relative NO
X
emissions 2022 2021
Owned vessels in operation kg per tonne of fuel consumed 19.50 16.90
Chartered vessels in operation kg per tonne of fuel consumed 59.00 59.50
Newbuilds delivered from yard kg per tonne of fuel consumed 13.60 –
2022 2021
kWh CO
2
(t) kWh CO
2
(t)
Purchased electricity
Location based – – – –
Marked based
1
11,891 – 6,276 –
Share-based power supply
Location based
2
635,303 115 – –
Market based – – – –
Scope 2
Purchased electricity onshore is provided
by Østensjø Rederi as part of the corporate
management agreement. Østensjø Rederi has
entered into an agreement guaranteeing that 100%
of energy consumption at headquarters is from
renewable hydropower in compliance with the
European Energy Certificate System.
Shore-based power supply is mainly due to Edda
Breeze and Edda Brint, as both vessels have been
quayside at a Danish shipyard pending installation
of gangway systems.
1 Market-based emissions factor is based on certificate of
consumption from Blåfalli III facility (hydropower).
2 Location-based emissions factor is based on Danish Production
Mix 2021, AIB.
Scope 1 continued
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0.00
0.02
0.04
0.06
0.08
0.10
January
February
March
April
May
June
July
August
September
October
November
December
0.0 8
0.0 3
0.0 5
0.0 5
0.0 6
0.04
0.0 5
0.0 8
0.0 6
0.04
0.07
0.0 6
ESG continued
Food 34%
Paper 11%
Plastic 17%
Residual 38%
Edda Wind operates in marine
surroundings, and we recognise
that our operations can have
potentially adverse impacts on
those surroundings, such as waste
discharges and oil spills. We actively
work with our ship manager, Østensjø
Rederi, to manage the environmental
aspects of our operations.
Waste management
On board waste management of the Edda Wind
fleet complies with the Convention for Prevention
of Marine Pollution (MARPOL). All waste is handled
in accordance with the Garbage Management
Procedure, whereby all waste is categorised into
categories as defined in the amendments to
MARPOL annex V and disposed of in accordance
with the requirements for each category.
During 2022, Edda Wind generated 62.0 tonnes of
waste, compared to 51.3 tonnes in 2021. The increase
is due to a higher number of vessel days in 2022
compared to last year. Waste is mainly generated
from personnel on board.
The average waste in kg per personnel hour
was0.05, compared to 0.06 in 2021. Edda Wind’s
ambition is to keep waste per personnel hour
low and not exceed this level.
Spills to environment
Edda Wind follows the International Convention
on Oil Pollution Preparedness, Response
and Co-operation (OPRC). Our ambition is to
comply with all regulations regarding marine
pollution and have zero spills of hazardous
materials into the environment. All vessels
areequipped with oil pollution prevention
equipment such as booms and sorbents.
Shipboard areas where spillage is most
common are protected so that the residues
areeasily recovered. Each vessel has an
Emergency Preparedness Manual which also
covers emergency procedures in case of spills.
All spills are reported to management, and
cause and corrective actions are followed up.
Edda Wind had one spill on Edda Fjord during
2022 of 15 litres of hydraulic and lube oil,
compared to a spill of a total of 1.5 litres
in 2021. Both spills were related to hydraulic
hose failures.
Ballast and bilge water
Edda Wind complies with the regulations
in the Ballast Water Management (BWM)
Convention and CLEAN class notation. Bilge
water discharged to the environment complies
with MARPOL requirements.
Ship recycling
Edda Wind has not performed any ship recycling
during the period. Edda Wind’s fleet consists
of new vessels with a long remaining economic
lifetime, and as such Edda Wind does not expect
to perform any ship recycling in the near or
mid-future. However, Edda Wind recognises
that ship recycling must be performed in
accordance with strict standards to mitigate
any adverse effects on the environment,
personnel health, and safety. As such, Edda
Wind will in due course comply with applicable
regulations for future ship recycling.
Waste distribution
Non-GHG emissions
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Climate risk
Category Risks Financial impacts
Physical
• • Harsher weather conditions
• • Rising sea levels
• • Reduced utilisation of vessels leading to reduced
revenue potential
• • Reduced predictability and more demanding
crew changes driving higher cost
Regulatory
• • CO
2
emission requirements • • Higher capital expenditure to meet requirements
Technological
• • LOHC technology not
materialising
• • New radical technology
changes
• • Lack of infrastructure
for new technology
• • Lack of access to new
technology
• • Capital expenditures on new technology to
stay competitive
• • Vessel value declining
• • Reduced dayrates
Market
• • New emerging technology
for energy production
• • Reduced demand for offshore wind leading
to reduced market rates, utilisation and
revenue potential
Reputational
• • Changes in preferences
foremployees
• • Changes in preference
toshareholders
• • Increased recruitment costs
• • Less attractive to investors
• • Reduced access to and higher pricing on capital
Edda Wind follows the disclosure
recommendations of the Task
Force on Climate-related
Financial Disclosures (TCFD).
Governance
Overall responsibility for the assessment and
management of climate risk lies with the Board
of Directors. The Board has a sub-committee,
theAudit Committee, which assists the Board
inmonitoring and overseeing risk management,
including climate-related risks.
Strategy
Edda Wind’s strategy is exclusively focusing on the
offshore wind industry. With the increasing focus
on decarbonisation of the global energy market,
Edda Wind sees major opportunities in the offshore
wind market. Edda Wind’s fleet consists of purpose-
built offshore wind vessels with modern technology.
The newbuilding programme includes ten vessels
that will operate with a minimum of 30% less GHG
emissions compared to the previous generation
offshore wind vessels, and are prepared for zero-
emission operations with LOHC technology.
Edda Wind has identified the following climate-related risks with potential financial impact:
Risk management
Risk management is part of the daily duties of
the Group management team. Climate-related
risks are followed up by management and
periodically reported to the Board of Directors.
Edda Wind has a strong focus on sustainable
and innovative solutions, and as such, climate-
related risk discussions are an integral part
of Edda Wind’s day-to-day business.
Targets and metrics
Edda Wind aims to offer zero-emission
solutions to its customers by the end of this
decade and for its newbuilds to be carbon
neutral by 2040. Emissions are monitored
through Scope 1 and 2, as well as internal
KPIsshowing relative emissions compared
toactivity levels. For emission statistics,
refertopages 19-20.
ESG continued
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4.00
3.00
2.00
1.00
0
Q1 Q2 Q3 Q4
4.00
3.00
2.00
1.00
0
Q1 Q2 Q3 Q4
2.50
2.00
1.50
1.00
0.50
0
Q1 21
Q3 21
Q1 22
Q2 21
Q3 22
Q2 22
Q4 21
Q4 22
9.00
8.00
6.00
5.00
7.00
4.00
3.00
2.00
1.00
0
Q1 Q2 Q3 Q4
Be a safe workplace
and inclusive
employer
At Edda Wind, we work proactively
to create a safe working environment
with no personal injuries. Safety is the
cornerstone of good seamanship and
something we never compromise on.
Operational safety on board
The crew on board our vessels are hired through
Østensjø Rederi and the vessels operate under
Østensjø Rederi’s safety management system,
which is ISM-certified by several flag states.
All personnel on board our vessels are covered by
the safety management system. Østensjø Rederi
also holds the following certifications:
• • ISO 9001:2015
• • ISO 14001:2015
• • ISO 45001:2018
• • ISPS
Edda Wind continuously works together with
Østensjø Rederi to minimise the risk of personal
injuries, and environmental and property damage.
Risk assessments are performed regularly on shore
and on board the vessels. A risk assessment shall
be in place in advance of any operation to ensure
that the operation can be safely executed. Any
hazards that are identified in the assessment shall
have corresponding mitigating control measures.
This creates awareness among our personnel and
underpins the safety culture within Edda Wind.
The crew also have the right to remove themselves
from work situations that they believe can cause
injuries or ill health, through a “Stop the job” policy.
All personnel shall have knowledge of this policy
when entering a vessel.
All crew members must complete a familiarisation
checklist as part of their introduction to the vessel.
This is a comprehensive checklist that includes a
review of both general and vessel-specific topics,
such as relevant HSEQ policies, use of equipment,
assessment of risks and hazards, and reporting
routines.
All incidents, accidents and near-misses, as well
as other non-conformities, damage or breakdowns,
shall be reported. In addition, all observations from
which the Company may learn should be notified
tothe HSE department. All reports are reviewed
bythe HSE department and delegated to a
responsible person (fleet manager) in charge of
follow-up and implementing mitigating actions.
The Group monitors and reports lost time incident
frequency (LTIF), total recordable case frequency
(TRCF), restricted work case frequency, medical
treatment injuries, and sick leave. This is reported
monthly to management.
LTIF
1
was 0.0 as of 31 December 2022 and TRCF
2
0.69. Our target is to have LTIF less than 1 and TRCF
less than 2. The main type of injuries reported are
due to slips and falls. Edda Wind has not had any
fatalities on its vessels.
All personnel on board undergo a health
examination by a certified medical examiner before
commencing work on board our vessels. Once on
board, our personnel are trained to keep a high
standard of food and personal hygiene at all times.
All vessels are equipped with exercise equipment
on board for the crew’s disposal. In addition, there
are procedures in place to ensure prompt access
to medical care and treatment whether on board
a vessel or ashore.
Long-term sick-leave %
Turnover %
Short-term sick-leave %
LTIF
1
and TRCF
2
ESG continued
2021 2022
KPI
2021 2022
KPI
Company
TRCF
KPI TRCF
Company
LTIF
KPI LTIF
2021 2022
KPI
1 LTIF is calculated as: total lost time incidents x 1,000,000 / number of exposure hours. As established standard
exposure hours is set to 24 hours per day per person.
2 TRCF is calculated as: total recordable incidents x 1,000,000 / number of exposure hours. As established
standard exposure hours is set to 24 hours per day per person.
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Be a safe workplace
and inclusive
employer continued
Be a trusted
and transparent
business partner
Edda Wind is committed to the
principles of non-discrimination
and equal opportunities and strives
to create a culture where people
are treated equally regardless of
nationality, gender or other factors.
Equality, diversity and inclusion in the workforce
Edda Wind hires in services from Østensjø Rederi,
such as vessel crew, corporate services and
technical management. We conduct our business,
whether directly or through suppliers, with respect
for human rights and labour standards, including
conventions and guidelines related to wage and
salary, working conditions, freedom of association,
and the prevention of child or forced labour, and
are Maritime Labour Convention (MLC) compliant.
Østensjø Rederi ensures that all seafarers’
contracts are in accordance with local collective
bargaining agreements and International Transport
Workers’ Federation (ITF) standards. Edda Wind
goes far to ensure that the people working for us
can thrive and grow, both onshore and offshore.
Offshore we provide amenities like gyms and
entertainment, healthy meals and spacious living
quarters for on board personnel.
Edda Wind also hires in corporate management
services from Østensjø Rederi. These services
constitute an average 9.5 FTEs in 2022.
Shipping has traditionally been a male-dominated
business. Edda Wind seeks to promote a diverse
workforce and to ensure non-discriminating
recruitment processes, as per HR policies.
Investing in human capital
The skills and competencies of the people working
for us are crucial to our performance and our
ability to live up to our vision. Edda Wind has and
will continue to focus on having the adequate
capacity and competence at all times.
Business ethics and anti-corruption
Edda Wind strives to uphold the highest standard
of ethical behaviour in all our operations. We want
to enable our employees to deliver the best
customer experience and to ensure that we
operate with the highest standards of integrity
at all times. Our anti-corruption efforts are
based on top-level commitment, proportionate
procedures, risk assessment, communication,
due diligence, monitoring and review. Doing the
right things, the right way, is the foundation of
our governing elements and our culture, and we
expect the same from our partners and suppliers.
The Group has a zero-tolerance policy regarding
corruption and bribery. We conduct our business
in compliance with all applicable laws, rules
and regulations on anti-bribery, anti-corruption
and anti-money laundering. No incidents of
non-compliance with such laws and regulations
have been noted in 2022. Edda Wind has not
conducted any business in countries with a high
risk of corruption, according to Transparency
International’s Corruption Perception Index
from 2021. Our ISM manager, Østensjø Rederi AS,
is a member of Transparency International,
and Edda Wind will adhere to the principles
of that organisation.
It is important that someone who discovers
wrongdoing and non-compliance with policies
or applicable law is able to report it without
risk of retaliation or discrimination. Edda Wind
has established a Whistleblowing policy which
purpose is to encourage employees, crew
members and other external stakeholders to
raise concerns about matters occurring within
or related to the Group so that the problem can
be resolved promptly and efficiently. No whistles
have been reported during 2022. The Group
is currently exploring options for formalising
a whistleblower communication channel.
Edda Wind’s Board of Directors, employees and hired crew have the following distribution:
Gender Age Employment region
Number Male Female <30 30-50 >50 Norway UK
Central
Europe Asia
Board of Directors Head-count 7 57% 43% 0% 43% 57% 7 0 – –
Employees Head-count 9 78% 22% 0% 33% 67% 5 4 – –
Hired-in offshore
personnel
1
FTE 135 90% 10% 16% 63% 21% 21 36 61 17
ESG continued
1 Hired-in personnel represents offshore crew members hired in through Østensjø Rederi.
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Edda Wind ASA – Annual Report 2022
Be a trusted and
transparent business
partner continued
Supply chain management
Our goal is to influence our entire value chain
toward sustainable maritime trade. By increasing
engagement with our suppliers, customers, and
business partners, we can impart our responsible
stewardship values and business ethics.
Edda Wind is committed to respecting and
securing human rights and business ethics through
the supply chain. In relation to the Transparency
Act that came into force 1 July 2022, Edda Wind has
performed a due diligence and started a process
of mapping its suppliers through a Supplier
Qualification questionnaire. The purpose of this
process is to ensure sustainability in our supply
chain. Each supplier will be scored based on their
input to the questionnaire. Only suppliers with
a score over a set threshold will be considered
qualified for future purchases. The Transparency
Act report will be published on the Group’s
webpage, www.eddawind.com.
Refer to page 09 for our value chain.
Cyber security
Our objective is to minimise cyber security risk and
to secure employees’ active contribution to a risk
prevention culture. We work closely with our ship
manager, each ship’s crew, and employees onshore
to build and enforce strong cyber protection. We
have conducted a vulnerability assessment of all
internet-facing resources and put in place internal
guidelines for secure application development.
We will continue to develop the maturity of our
systems to strengthen our defence and to keep
up with regulatory updates.
GDPR practices have been established and are
managed by our data protection administrators.
ESG continued
Photo: Jamie F. Pola
t
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27 Board of Directors
28 Board of Directors Report
Photo: Håvard Melvær
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27
Board of
Directors
Board
Håvard Framnes
Chair of the Board
Håvard Framnes holds a Master of Science in Business
and Economics, MBA in Finance and Accounting from the
Norwegian School of Business and Economics (NHH) and
National University of Singapore.
Håvard Framnes holds the position as Investment Director
atJohannes Østensjø dy AS. Framnes’ previous experience
includes the role as CFO of the Østensjø Group, founder
andChair of Reach Subsea AS, CFO of DeepOcean ASA and
various Board positions in DeepOcean ASA group companies.
Mr. Framnes has various experience within auditing and
corporate finance, including from Selmer, PwC and SEB.
Jan Eyvin Wang
Director
Jan Eyvin Wang has worked in the Wilh. Wilhelmsen Group
since 1982, and currently holds the position of Executive Vice
President New Energy. He has had several senior positions in
the Wilh. Wilhelmsen Group in Norway and abroad, including
the position of president and CEO of Wilh. Wilhelmsen ASA,
as well as the position of CEO of EUKOR Car Carriers Inc.
and CEO of United European Car Carriers (UECC).
Wang holds a BA in Business Administration from Heriot-Watt
University, Edinburgh, Scotland from 1981, and an Advanced
Management Programme from Harvard Business School
from 2003.
Martha Kold Bakkevig
Director
Martha Kold Bakkevig is a Non-Executive Director of the public
listed companies, Hexagon Purus ASA, Reach Subsea ASA as
well as CapeOmega AS and BW LPG Ltd. She holds a master’s
degree and PhD from the Norwegian University of Science
and Technology (NTNU) and a Doctorate in Economics from
BINorwegian Business School.
Bakkevig has served two years as Chief Executive Officer
of Steinsvik Group and ten years as Chief Executive Officer
of DeepWell.
Toril Eidesvik
Director
Toril Eidesvik has broad experience in international shipping
and finance, and has previously held the position as Chief
Executive Officer of each of Green Reefers ASA, EMS Seven
Seas ASA and Nekkar ASA (previously TTS Group ASA).
Eidesvik holds several Board positions, including in Munck
Cranes AS, Port of London Authority and Eksportfinans ASA.
Eidsvik holds a Master of Laws from the University of Oslo
from 1993.
Adrian Geelmuyden
Director
Adrian Geelmuyden is currently Director of Seatankers
Management and has experience as Head of Sale and
Purchase of Solstad Offshore ASA, Chartering Manager at
Deep Sea Supply and has also been partner and shipbroker
atR.S. Platou.
Geelmuyden holds a Bachelor in Economics from Norwegian
School of Business and Economics (NHH).
Duncan Bullock
Director
Duncan Bullock is an investment professional with 15 years’
experience working in the energy sector, across developed
and emerging markets, and conventional and renewable
energy infrastructure projects.
Mr. Bullock is currently an investment Director of Quantum
Power. He has previously worked with Octopus Investments,
Citigroup and PriceWaterhouseCooper. He holds a Master
in Arts from Oxford University.
Cecilie Serck-Hanssen
Director
Cecilie Serck-Hanssen is currently CEO of Gluteus Medius AS,
a privately-owned investment company. She has previously
held several different positions at SEB and DNB within the
corporate and private banking market.
She holds a Master of Business Administration from
Norwegian School of Business and Economics (NHH).
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Market development and outlook
The ongoing restructuring of the world’s energy
systems in a greener direction has continued
and strengthened throughout 2022. The leading
analytical environments within offshore wind
estimates a continued significant growth in
energy generation capacity from offshore wind
turbines until at least the end of this decade.
This will naturally be accompanied by a sharp
growth in the number of wind turbines installed
and in operation. As of the end of 2022, there
were approximately 11,000 offshore wind turbines
installed globally, which is anticipated to grow
to approximately 33,000 wind turbines by 2030.
As a consequence, it is estimated that in excess
of 250 C/SOVs will be needed to assist with
commissioning and operation of these; a number
that compares favourably with the existing fleet
size of less than 60 vessels, including vessels under
construction. Further market information can be
found in our strategic report.
Edda Wind emphasises that the information
included in this annual report contains certain
forward-looking statements that address activities
or developments that the Group anticipates will or
may occur in the future. The statements are based
on assumptions and estimates, and some of them
are beyond the Group’s control and therefore
subject to risks and uncertainties.
Consolidated annual accounts
The Group’s financial statements for 2022 are
prepared in accordance with International Financial
Reporting Standards (IFRS), as endorsed by the EU.
“Group”) is a pure-play provider
of offshore wind service vessels,
headquartered in Haugesund.
During 2022, the Group operated two purpose-built
SOVs and one chartered in frontrunner vessel. The
Group also has 12 dedicated offshore wind vessels
under construction, of which two SOVs and ten
CSOVs, including four CSOVs ordered after the
balance sheet date. Two of
the newbuildings, Edda Breeze and Edda Brint,
commenced operations during the first quarter
of 2023.
Edda Wind has a long-standing track record in
maritime operations. The ambition of the Group
is to be the leading provider of offshore wind
service vessels. Following delivery of vessels under
construction, Edda Wind will have the largest fleet
of purpose-built offshore wind C/SOVs in the world,
solely focusing on the fast-growing offshore wind
market. The Group’s ambition is to secure a share
of long-term contracts to ensure cash flows, while
also having exposure in the short-term spot market.
Board of Directors
Report
Income statement
Total operating income for the year ended
31 December 2022 were EUR 21,856 thousand
compared to EUR 18,234 thousand for the year
ended 31 December 2021. The increase is due to an
increase in operational days on hired-in frontrunner
Edda Fjord, as well as a compensation received
from Colombo Dockyard PLC under an agreement
entered into for the cancellation of two newbuilds.
Total operating expenses before depreciation for
the year ended 31 December 2022 were EUR 21,856
thousand compared to EUR 18,234 thousand for
the year ended 31 December 2021. The increase
is related to the lease of the vessel employed as a
frontrunner on a long-term contract to be served
by Edda Breeze from March 2023. In addition,
the Group cancelled two of its newbuilds in 2022
and consequently reclassified the incurred
construction cost from the balance sheet to
operating cost.
Depreciation cost for the year ended 31 December
2022 was EUR 3,195 thousand compared to EUR 3,169
thousand for the year ended 31 December 2021.
The depreciation cost reflects the depreciation
of Edda Passat and Edda Mistral. The decrease
reflects effects on currency translation as
both vessels are booked with GBP as functional
currency. No impairment cost is recognised
in 2022 or 2021. See further information on
impairment assessment in the Notes to the
Consolidated Financial Statements.
Operating profit for the year ended 31 December
2022 was EUR 3,374 thousand compared to EUR 3,013
thousand for the year ended 31 December 2022.
The increase is primarily due to the above-
mentioned factors.
Financial items for the year ended 31 December
2022 was EUR 1,440 thousand in net financial
expense, compared to a net financial expense of
EUR 773 thousand for the year ended 31 December
2021. The decrease in financial result is mainly
due to a negative effect on currency differences.
In addition, the Group terminated one of its
interest swaps in 2021 resulting in a realised gain.
The effects mentioned above are offset by
reduced costs related to long-term debt to
financial institutions.
Total comprehensive income for the year
ended 31 December 2022 was EUR (652) thousand
compared to EUR 4,386 thousand for the year
ended 31 December 2021. The decrease is due
to the above-mentioned factors as well as due
to currency translation differences. Currency
translation difference was EUR (2,587) for the year
ended 31 December 2022, compared to EUR 2,145
thousand for the year ended 31 December 2021.
Currency translation difference reflects the effects
of currency fluctuations when revaluing subsidiaries
with functional currency in GBP or NOK to EUR.
The Group did not have any R&D activities during
2022 or 2021.
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Statement of financial position
The Group’s material assets at year end consist
of two purpose-built offshore wind SOVs and
eight dedicated offshore wind vessels under
construction.
Total non-current assets as of 31 December 2022
was EUR 296,853 thousand (EUR 204,715 thousand
as of 31 December 2021), of which book value of
vessels and newbuildings amounted to EUR 66,714
thousand and EUR 223,082 thousand (EUR 73,611
thousand and EUR 131,077 thousand as of
31 December 2021), respectively. Vessel book
value is measured in GBP as its functional currency
and, thus, fluctuations may occur due to currency
translation. Increase in newbuildings is mainly
dueto paid pre-delivery yard instalments. As of
31 December 2022, the remaining yard instalments
in relation to firm newbuilding contracts amounted
to EUR 186,142 thousand. The Group has received
EUR 4,569 thousand in grants from Enova during
2022 (EUR 2,605 thousand during 2021), booked
asareduction of newbuilding cost price.
The Group has also incurred EUR 4,588 thousand
in liquidated damages related to delayed delivery
of Edda Breeze and Edda Brint to clients. Further,
the Group has entered into a loan agreement in the
net amount of EUR 2,462 thousand as compensation
for payment obligations assumed to avoid delay
of certain equipment.
Total current assets as of 31 December 2022 was
EUR 54,285 thousand (EUR 100,886 thousand as
of 31 December 2021), of which cash and cash
equivalent was EUR 45,021 thousand (EUR 89,520
as of 31 December 2021). The decrease in cash
is primarily due to payment of yard instalments
during the year. The Group also holds funds
of EUR 4,114 thousand as of 31 December 2022
(EUR 7,036 thousand as of 31 December 2021)
classified as restricted funds. Restricted funds are
cash received by drawdown of the “Note Purchase
Agreement” of GBP 36,000 thousand less executed
payments for Edda Brint.
As of 31 December 2022, the Group’s total liabilities
were EUR 167,459 thousand compared to EUR 121,269
thousand as of 31 December 2021.
Net-interest bearing debt was EUR 156.964
thousand as of 31 December 2022, compared
to EUR 117.496 thousand as of 31 December 2021.
The increase is primarily due to the drawdown
of the ECA Facility for financing newbuildings
Edda Boreas and C-416. In addition, the Group has
assumed payment obligations in the net amount
of EUR 2,431 thousand as of 31 December 2022
to avoid delay in delivery of certain equipment.
At year end 2022, the Group had a total equity of
EUR 183,680 compared to EUR 184,332 thousand
in2021, corresponding to an equity ratio of 52.3%
in2022 and 60.3% in 2021. In decrease in equity
ismainly due to profit and other comprehensive
income for the year ended 31 December 2022 of,
intotal, EUR 652 thousand in loss.
Statement of cash flow
Net cash flow from operating activities was EUR
9,225 thousand for the year ended 31 December
2022 compared to EUR 6,765 thousand for the
year ended 31 December 2021. The increase was
primarily due to changes in working capital. Net
cash flow from investing activities was EUR (94,934)
for the year ended 31 December 2022, compared
to EUR (67,512) thousand for the year ended
31 December 2021. The decrease was primarily
due to yard payments for newbuildings, as well
as a reduction of restricted cash for investment
commitments. Net cash flow from financing
activities was EUR 41,107 thousand for the year
ended 31 December 2022, compared to EUR 142,536
thousand for the year ended 31 December 2021.
The decrease is mainly due to proceeds from the
Initial Public Offering performed in 2021. Further,
the Group had net proceeds from debt of EUR
54,693 thousand in 2021 compared to 42,997
thousand in 2022, related to financing of financing
of vessels under construction.
Financial results and financial position –
parent company
Edda Wind ASA serves as parent company of
the Group. In 2022 the Company reported a profit
after tax of EUR 2,321 thousand compared to a loss
after tax of EUR 1,085 thousand in 2021. Operating
expenses for 2022 was EUR 2,000 thousand,
a decrease from EUR 2,485 thousand in 2021.
The decrease is primarily due to the IPO process
performed in 2021 incurring one-off expenses.
Netfinancial income was EUR 4,320 thousand
in 2022 compared to EUR 1,400 thousand in 2021.
Theincrease is mainly due to received Group
contributions of EUR 3,972 thousand in 2022
compared to EUR 237 thousand in 2021 as well as
increased interest income from Group companies.
The increase is offset by a negative change of
net currency differences.
The Company’s total assets were EUR 173,701
thousand at year end 2022 compared to EUR
170,236 thousand at year end 2021. Total assets
mainly comprise of shares in subsidiaries,
receivables from Group companies and cash.
Cash balance was EUR 26,739 thousand at year-end
2022 compared to EUR 80,002 thousand in 2021.
The reduction is primarily explained by payments
of yard instalments on behalf of subsidiaries.
Booked equity at year end 2022 was EUR 170,442
thousand compared to EUR 168,121 thousand in 2021.
Equity ratio was 98.1% in 2022 and 98.8% in 2021.
The Board of Directors has recommended that this
year’s profit of EUR 2,321 thousand be allocated to
other equity.
Other than what is stated above, the Company
has not experienced, nor does it have information
about any significant other trends, uncertainties,
demands, commitments or events that are
reasonably likely to have a material effect on the
Company’s financial performance or prospects
since the end of 2022 and until the date of the
Annual Report.
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Edda Wind is exposed to operational, commercial
and financial risks that may affect the Group’s
assets, liabilities, liquidity and future cash flow. Daily
risk management falls under the responsibility of
the CEO, in close cooperation with the CFO and
the Board of Directors. The Board of Directors
perform analysis to identify strengths, weaknesses,
opportunities and threats, and set out risk
mitigating actions where needed.
Operational risk
Edda Wind is exposed to the risk of cost increases,
including cost of vessel construction, operating
cost and maintenance cost, as well as risk related
to utilisation of the vessels. If any of the Group’s
vessels are taken out of operation, this could
materially impact the Group’s business, prospects
and financial results including its ability to be
compliant with the financial covenants pursuant
to its financing arrangements. Long-term
charter agreements include escalation clauses.
Construction and acquisition of new vessels is
important elements of the Group’s growth strategy.
The acquisition, construction, supervision and
delivery of new vessels are subject to a number
of risks, including the risk of potential cost overruns
and delays, risk of new vessels not meeting quality
and performance standards and unexpected
operational problems, political unrest, and other
circumstances including macroeconomic factors,
financial problems at yards or key suppliers. The
newbuilding contracts are based on fixed price
agreements with the yards.
Commercial risk
The Group’s earnings and liquidity is dependent on
the Group’s ability to obtain profitable rates for its
vessels. The demand for the Group’s services may
be volatile and is subject to variations for several
reasons, including competition from other service
providers and uncertainty in the general demand
in the industry. The demand for the Group’s vessels
is dependent on the future development and
operation of offshore wind farms. Whilst Edda Wind
has an ambition to further expand its portfolio
of contracts, the process for obtaining new
customer agreements is competitive and generally
involves an intensive screening and competitive
bidding process.
Liquidity and financial risk
Liquidity risk is related to the risk that the Group
may not be able to meet its financial and operational
obligations as they fall due. The Group’s approach
to managing liquidity is to manage cash flows from
operation of long-term charter contracts, and
the liquidity situation is monitored and projected
via liquidity budgets prepared by management
on a regular basis. The Group’s liquidity situation
is considered satisfactory at the date of the
Annual Report. As of 31 December 2022, the Group
has entered into three financing agreements and
secured financing of its vessels in use and four
out of 12 newbuildings. The loan agreements
contain financial covenants relating to minimum
liquidity, working capital, equity ratio and loan
to value. The Group was in compliance with all
covenants at year-end and does not anticipate
any breaches of the covenants within the next
12 months.
The Group further entered into a financing
agreement in February 2023, securing financing
for five newbuildings. The Group faces risk
that financing of the five remaining newbuildings
may not be obtainable on attractive terms.
The repayment profile under the Group’s existing
financing agreements includes obligations for
the Group to repay large parts of the principal
loan balance at the final scheduled repayment
date, close to or at final maturity of the loan.
Consequently, the Group will need to refinance
such debts prior to final maturity. Edda Wind’s
overall policy is to maintain a strong capital
base to maintain investor, creditor and marked
confidence and to sustain operations and future
business developments.
Foreign exchange risk
The Group’s reporting currency is Euro. A significant
portion of the Group’s operating expenses, capital
expenses and certain of its current and future
revenues is and will likely be incurred in other
currencies, such as NOK, GBP and USD. As a result,
the Group is exposed to the risks that such other
currencies, including NOK, GBP and USD, may
appreciate or depreciate relative to the EUR.
The Group has established hedging strategies to
monitor and mitigate risks on material exposures.
Interest risk
The Group has incurred, and may in the future
incur, significant amounts of debt. The Group
has a floating interest under certain of its debt
arrangements and is thereby exposed to interest
rate risk. To mitigate risk related to this, the Group
has entered into one long-term interest rate swap
for a portion of the Groups interest-bearing debt
to financial institutions.
Tax risk
Eight of the Group’s vessels under construction
aresubject to certain Spanish tax lease structures.
Whilst the Spanish tax lease structures enable the
Group to acquire the newbuilds at a discounted
net price, the structure involves certain risks
including counterparty risk and regulatory risk
for the Group. Under such Spanish tax lease
structures, Edda Wind assumes certain obligations
and liabilities which would not exist if the vessels
were acquired under the standalone shipbuilding
contract. The tax lease structure is also dependent
on compliance of the various requirements and
obligations under the arrangement, the failure of
which may entail Edda Wind being obliged to repay
certain tax lease advantages.
Credit risk
The Group has credit risk related to charter
contracts. The customers are considered solid,
and the risk of customers not having the financial
capability to fulfil their obligations to the Group
is considered acceptable.
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Sustainability in Edda Wind’s operations
Sustainability is a strategic objective for Edda Wind
and considered key to its ability to create long-
term value for its shareholders. Please refer to our
strategic report for our sustainability reporting.
The growing environmental awareness and
requirement for green and renewable energy is the
basis for the business strategy, and operations of
Edda Wind’s fleet is part of the solution. Operation
of the Group’s vessels nevertheless impacts the
environment. Edda Wind has systems in place
for continuous measurement of emissions to the
environment and Edda Wind is taking measures
to protect the environment. The newbuilds are
being equipped with battery hybrid propulsion
systems, which, together with other energy saving
equipment, is expected to reduce GHG emissions
by a minimum of 30% compared to previous
generation offshore wind service vessels. The
newbuilds are also being prepared for installation
of zero-emission hydrogen technology to enable
zero-emission operations.
The safety of personnel on board the vessels is
paramount to Edda Wind’s operations. The Group
monitors and reports lost time incident frequency,
total reportable case frequency, restricted work
case frequency and medical treatment injury on
a monthly basis, which is followed up based on
established targets, trends and/or individual cases.
LTIF was 0.00 in 2022, within the target to not
exceed 1.0. TRCF was 0.69, within the target to not
exceed 2.0. The Group had nine employees during
2022, two of whom were female. Edda Wind hires
in services from Østensjø Rederi AS, such as
vessel crew, corporate management and technical
management. Edda Wind is dedicated to treating
employees and hired-in personnel with respect
and have a zero-tolerance for discrimination.
All personnel working for Edda Wind shall have
equal opportunities regardless of gender, ethnic
background, nationality, religion or disability.
The working environment onshore and offshore
isconsidered to be good.
Edda Wind is committed to doing business in
accordance with laws and legal requirements,
including anti-corruption and bribery laws, in all
jurisdictions we operate. Laws and other legal
requirements currently applicable to the Group
include, but are not limited to, European Union,
national state, flag state, class, coastal state, port
state and local laws and regulations under multiple
jurisdictions worldwide (however, mainly in Europe),
such as those of the European Union, Norway,
United Kingdom, Spain, Germany and the United
States. Edda Wind ASA has signed insurance for
its Board of Directors and management covering
up to NOK 100 million in the aggregate for the
policy period.
Corporate Social Responsibility
Edda Wind’s policy commitments are found in
the Group’s Corporate Governance Policy Manual,
which includes the Corporate Social Responsibility
(CSR) policy. The CSR policy stipulates that the
Group shall respect human and labour rights,
establish good health, safety and environment
standards, facilitate good dialogue with
stakeholders, and generally operate in accordance
with the applicable regulatory framework and
good business practice. The CEO is responsible
for ensuring follow-up of and compliance with
the content of the policy. The policy is adopted by
the Board of Directors and shall be evaluated at
least every second year.
In relation to the Transparency Act that came into
force 1 July 2022, Edda Wind will publish a report
that will be available on https://eddawind.com/
investor-relations/
Subsequent events
Edda Boreas was delivered from Gondan Shipyard
in February and commenced installation and
commissioning of the gangway system at Ørskov
Yard in Denmark. Edda Breeze and Edda Brint
commenced their long-term charters in March.
Four CSOVs were ordered at Vard Shipyard in
March and Edda Wind simultaneously raised NOK
1.2 billion in new equity related to this investment.
As reported in December 2022, hull no C416
is under construction at Balenciaga shipyard
in Spain. The construction is behind schedule,
and is estimated that the vessel will be ready for
operation in Q4 2023. Management, together
with the yard, suppliers, and the client are working
to minimise the risk of further delays, as well as
associated cost increase.
Going concern
The Consolidated Financial Statements have been
prepared based on an assumption of going concern.
This is based on the Group’s budgets for 2023,
as well as cash flow forecast and contract status
for newbuildings.
Responsibility statement
We hereby confirm that, to the best of our
knowledge, the annual accounts for the period
1 January 2022 to 31 December 2022 have been
prepared in accordance with applicable accounting
standards; and that the information in the accounts
represents a true and fair view of the Group
and parent company’s assets, liabilities, financial
position and overall performance. We further
confirm that the Annual Report provides a true
andfair view of the development, earnings and
standings of the Group and parent company,
and sets out the most important risk factors
and uncertainties facing the Group.
Haugesund, 26 April 2023
The Board of Directors of Edda Wind ASA
(signed electronically)
Håvard Framnes Martha Kold Bakkevig
Chair of the Board Board member
Toril Eidesvik Jan Eyvin Wang
Board member Board member
Adrian Geelmuyden Duncan J. Bullock
Board member Board member
Cecilie Wammer Serck-Hanssen
Board member
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33 Governance at a Glance
34 Norwegian Code of Practice for
Corporate Governance
38 Remuneration Report
Photo: Eivind Røhne
External auditor
Board of Directors
Audit
Committee
Nomination
Committee
Remuneration
Committee
Executive management
General meeting
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Governance at a Glance
Edda Wind ASA is the parent
company of the Edda Wind Group.
Edda Wind ASA is a Norwegian
public limited company listed on the
Oslo Stock Exchange, subject to
Norwegian corporate, accounting,
exchange listing and security
trading legislations.
The Board of Directors has the ultimate
responsibility when it comes to ensuring
that the Company has implemented sound
corporate governance. Edda Wind ASA
and its Board of Directors have a strong
commitment to ensure trust in the Company
and to enhance shareholder value through
efficient decision-making and good
communication between management,
the Board of Directors and shareholders.
The Company’s framework for corporate
governance is intended to decrease business
risk, maximise value and utilise the Company’s
resources in an efficient, sustainable manner,
to the benefit of shareholders, employees
and society at large.
The Board of Directors review, monitor and discuss
issues, risks and opportunities related to safety,
security and sustainability. Regular Board meetings
are held during the year, and topics such as
investments and sustainability are considered
in the Board’s strategic work, as well as in the
implementation of business plans and monitoring
of performance.
The Board of Directors has three sub-committees.
The Audit Committee assists in monitoring and
overseeing risk management, including climate-
related risks, and compliance with commitments
and requirements for ethical conduct concerning
financial reporting. The Nomination Committee is
responsible for proposing candidates for members
of the Board and the Nomination Committee, and
remuneration to the members of these bodies.
The Remuneration Committee’s main tasks are
to prepare recommendations to the Board of
Directors regarding salary and other employment
issues in respect of executive management,
as well as prepare the report on remuneration
to management.
Day-to-day management lies with the CEO,
who is responsible for managing Edda Wind’s
policies and actions related to safety, security
and sustainability.
Governance
at a Glance
Edda Wind ASA – Annual Report 2022
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Financial
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34 Norwegian Code of Practice for Corporate Governance
Edda Wind ASA has adopted the
Norwegian Code of Practice for
Corporate Governance of 14 October
2021 (the “Corporate Governance
Code”). The Corporate Governance
Code is based on the principle of
“explain or comply”, which means
that a company must comply with the
recommendations of the Corporate
Governance Code or explain why it
has chosen an alternative approach
to specific recommendations.
Norwegian Code
of Practice for
Corporate
Governance
Business
Edda Wind ASA’s objective as set out in its Articles
of Association is to directly or indirectly, own and
conduct business within the offshore renewable
segment including, but not limited to, ownership
and management of specialised vessels, various
auxiliary services, as well as participation and
ownership in other companies. The Company’s
Articles of Association are available on the
Company’s webpage, www.eddawind.com.
The Company’s principal objectives, strategies and
risk profile are presented in the Annual Report.
Equality and dividends
The Edda Wind Group’s objectives when managing
capital are to secure financial ability to execute the
Group’s operational strategy, manage operational
and financial risks, deliver attractive returns to the
shareholders and to maintain an optimal capital
structure to reduce the cost of capital including
compliance with covenants in the loan agreements
and to meet obligation as they fall due. For
newbuilds with longer-term contracts, the
Company targets to have a financial leverage
in range of 75-85% of newbuild cost. For vessels
without contract, the Company seeks to secure
financing of 50-60% of newbuild cost.
At 31 December 2022, the Company’s equity
amounted to EUR 183,680 thousand.
The Company has an ambition to pay a regular
dividend. The Company aims to pay a dividend of
more than 50% of free cash flows after debt service
subject to consideration of its outlook, investment
opportunities, working capital, debt service and
financial position.
The Board of Directors will in the ordinary course
of business of the Company have authorisation
to increase the share capital of the Company and
to repurchase the Company’s own shares.
Equal treatment of shareholders and transactions
with related parties
All shareholders shall be treated on an equal basis.
Edda Wind ASA’s shares are listed on Oslo Stock
Exchange and all issued shares carry equal
voting rights.
Any transactions in own shares shall be carried out
through the Oslo Stock Exchange.
The Board of Directors aims to ensure that any
material future transactions between the Company
and shareholders, a shareholder’s parent company,
members of the Board of Directors, executive
personnel or close associates of any such parties
are entered into on arm’s length terms. For any such
transactions which do not require approval by the
general meeting pursuant to the Norwegian Public
Limited Liability Companies Act, the Board of
Directors will on a case-by-case basis assess
whether a fairness opinion from an independent
third party should be obtained.
According to the Norwegian Public Limited Liability
Companies Act, the Company’s shareholders
have pre-emption rights in share offerings against
cash contribution. Such pre-emption rights may,
however, be set aside, either by the general
meeting or by the Board of Directors if the general
meeting has granted the Board authorisation
which allows for this. Any resolution to set aside
pre-emption rights will be justified by the common
interests of the Company and the shareholders, and
such justification will be publicly disclosed through
a stock exchange notice from the Company.
In the event of a future share buy-back
programme, the Board of Directors will aim to
ensure that all transactions pursuant to such
programme will be carried out either through the
trading system at Oslo Børs or at prevailing prices
at Oslo Børs and in accordance with the Market
Abuse Regulation. In the event of such programme,
the Board of Directors will take the Company’s and
shareholders’ interests into consideration and aim
to maintain transparency and equal treatment of
all shareholders. If there is limited liquidity in the
Company’s shares, the Company shall consider
other ways to ensure equal treatment of all
shareholders.
Shares and negotiability
The shares in Edda Wind ASA are freely tradable.
The Articles of Association do not impose any
limitations on ownership of the shares.
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General meeting
In accordance with Norwegian law, the Annual
General Meeting of the Company’s shareholders is
required to be held each year on or prior to 30 June.
Notice of general meeting shall as principal rule
be made by written notification to all shareholders
with a known address no later than 21 days prior
to the date of the general meeting. Provided
documents concerning items to be discussed
at the general meeting are made available on the
Company’s website, the requirement of mailing
the documents to the shareholders does not apply.
This also applies for documents which, according
to the law, shall be included in or attached to
the notice of general meeting. Despite this,
each shareholder is entitled to request that the
documents concerning items to be discussed
at the general meeting are mailed.
The company may set a deadline in the notice of
general meeting for registration of attendance to
the general meeting, which shall not fall earlier than
five days prior to the general meeting.
The Board can decide that the shareholders
shall be able to cast votes in writing, including
by electronic communication, in a period prior to
the general meeting. For such voting an adequate
method to authenticate the sender shall be used.
A shareholder may vote at the general meeting
either in person or by proxy. All of the Company’s
shareholders who are registered in the register
of shareholders maintained with the VPS as of the
date of the general meeting, or who have otherwise
reported and documented ownership to shares,
are entitled to participate at general meetings,
without any requirement of pre-registration.
The Annual General Meeting is chaired by the
Chairof the Board, or an individual appointed by
the Chair. Having the Chair of the Board of Directors
or a person appointed by him/her chairing general
meetings simplifies the preparations for the general
meetings significantly. The Company encourages
shareholders to attend the Annual General Meeting.
It is also the intention to have representatives of the
Board of Directors attending the Annual General
Meeting. The Board of Directors and the Nomination
Committee shall, as a general rule, be present
at general meetings. The auditor will attend the
ordinary general meeting and any extraordinary
general meetings to the extent required by the
agenda items or other relevant circumstances.
The Annual General Meeting shall discuss and
decide on the following matters:
• • approval of the annual accounts and the annual
report, including distribution of dividend, if any;
and
• • other matters that pursuant to law or the Articles
of Association fall under the authority of the
general meeting.
Nomination Committee
According to the Articles of Association the
Company shall have a Nomination Committee
consisting of minimum two members to be elected
by the general meeting. The members shall be
elected for a period of two years. The majority of
the committee should be independent of the Board
of Directors and the executive personnel. No more
than one member of the Nomination Committee
should be member of the Board of Directors.
The general meeting determines the remuneration
to the Nomination Committee. The Nomination
Committee propose candidates for members of
the Board and the Nomination Committee, and
remuneration to the members of these bodies.
The general meeting may decide on guidelines
for the Nomination Committee.
Board of Directors
The composition of the Board of Directors should
ensure that the Board can attend to the common
interests of all shareholders and to meet the
Company’s need for expertise, capacity and
diversity. Attention should be paid to ensuring
that the Board can function effectively as a
collegiate body.
The composition of the Board of Directors should
ensure that it can operate independently of any
special interests. The majority of the shareholder-
elected members of the Board should be
independent of the Company’s executive personnel
and material business contacts. At least two of
the members of the Board elected by shareholders
should be independent of the Company’s
main shareholder(s).
The Board of Directors should not include executive
personnel. If the Board does include executive
personnel, the Company should provide an
explanation for this and implement consequential
adjustments to the organisation of the work of
the Board, including the use of Board committees
to help ensure more independent preparation
of matters for discussion by the Board.
The Chair of the Board of Directors should be
elected by the general meeting. The term of office
for members of the Board of Directors should not
be longer than two years at a time. The Annual
Report should provide information to illustrate the
expertise of the members of the Board of Directors,
and information on their record of attendance at
Board meetings. In addition, the Annual Report
should identify which members are considered
to be independent.
The Company’s Board of Directors currently
consists of seven members, of which four are men
and three are women. None of the members of the
Board hold executive management positions in the
Company. Three of the members of the Board are
independent of the Company’s main shareholders.
The Chair of the Board of Directors together with
one Director jointly have the right to sign for and
on behalf of the Company. The Board of Directors
may grant procuration. The Company’s Board
of Directors are elected by the Company’s
shareholders in an ordinary or extraordinary
general meeting for two years at a time.
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The work of the Board of Directors
The Board of Directors is responsible for the overall
management of the Company, and shall supervise
the Company’s business and the Company’s
activities in general. The Norwegian Public Limited
Liability Companies Act regulates the duties and
procedures of the Board of Directors. In addition,
the Board of Directors has adopted supplementary
rules of procedures, which provides further
regulation on inter alia the duties of the Board of
Directors and the Chief Executive Officer, the
division of work between the Board of Directors and
the Chief Executive Officer, the annual plan for the
Board of Directors, notices of Board proceedings,
administrative procedures, minutes, Board
committees, transactions between the
Company and the shareholders, and matters
of confidentiality.
The Board shall produce an annual plan for its work,
with particular emphasis on objectives, strategy
and implementation. The CEO shall at least once
a month, by attendance or in writing, inform the
Board of Directors about the Company’s activities,
position and profit trend.
The Board of Directors’ consideration of material
matters in which the Chair of the Board is, or has
been, personally involved, shall be chaired by some
other member of the Board.
The Board of Directors shall perform a self-
evaluation of its performance and expertise
annually and present the evaluation to the
Nomination Committee.
Audit Committee
The Company’s Audit Committee is governed by
the Norwegian Public Limited Liability Companies
Act and a separate instruction adopted by the
Board of Directors. The members of the Audit
Committee are appointed by and among the
members of the Board of Directors. A majority
of the members shall be independent of the
Company’s operations, and at least one member
who is independent of the Company shall have
qualifications within accounting or auditing. Board
members who are also members of executive
management cannot be members of the Audit
Committee. The principal tasks of the Audit
Committee are to:
(a) Prepare the Board of Directors’ supervision
of the Company’s financial reporting process;
(b) Monitor the systems for internal control and
risk management;
(c) Have continuous contact with the Company’s
auditor regarding the audit of the annual
accounts; and
(d) Review and monitor the independence of the
Company’s auditor, including in particular the
extent to which the auditing services provided
by the auditor or the audit firm represent
a threat to the independence of the auditor.
Remuneration Committee
The Company’s Remuneration Committee is
governed by a separate instruction adopted
by the Board of Directors. The members of the
Remuneration Committee are appointed by and
among the members of the Board of Directors, and
shall be independent of the Company’s executive
management. The principal tasks of the
Remuneration Committee are to prepare:
(a) The Board of Directors’ declaration on
determination of salaries and other
remuneration for executive management in
accordance with the Norwegian Public Limited
Liability Companies Act section 6-16 a; and
(b) Other matters relating to remuneration and
other material employment issues in respect
of executive management.
Risk management and internal control
Risk management and internal control are given
high priority by the Board of Directors ensuring
that adequate systems for risk management and
internal control are in place. The control system
consists of interdependent areas which include
risk management, control environment, control
activities, information and communication,
and monitoring.
The Company’s management is responsible for
establishing and maintaining sufficient internal
control over financial reporting. Company-specific
policies, standards and accounting principles have
been developed for the annual and quarterly
financial reporting of the Group. The CEO and CFO
supervise and oversee the external reporting and
the internal reporting processes. This includes
assessing financial reporting risks and internal
controls over financial reporting within the Group.
The consolidated external financial statements are
prepared in accordance with IFRS and International
Accounting Standards as adopted by the EU.
The Board of Directors shall ensure that the
Company has sound internal control and systems
for risk management, including compliance to the
Company’s corporate values, ethical guidelines
and guidelines for corporate social responsibility.
The Company’s Code of Conduct describes the
Company’s ethical commitments and requirements
related to business practice and personal conduct.
If employees experience situations or matters that
may be contrary to rules and regulations or the
Company’s Code of Conduct, they are urged to
raise their concern with their immediate superior
or another manager in the Company. The Company
has established a whistleblowing function that
will enable employees to alert the Company’s
governing bodies about possible breaches of
the Code of Conduct.
The Board of Directors shall present a report of
the Company’s financial statement in the Annual
Report. The Audit Committee shall assist the Board
of Directors on an ongoing basis in monitoring
the Company’s system for risk management and
internal control. In connection with the quarterly
financial statements, the Audit Committee shall
present to the Board of Directors reviews and
information regarding the Company’s current
business performance and risks.
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Remuneration of the Board of Directors
The remuneration of the Board of Directors shall be
decided by the Company’s general meeting, and
should reflect the Board of Directors’ responsibility,
expertise, time commitment and the complexity of
the Company’s activities. The remuneration should
not be linked to the Company’s performance.
The Annual Report shall provide details of all
elements of the remuneration and benefits of each
member of the Board of Directors, which includes
a specification of any remuneration in addition
to normal fees to the members of the Board.
If members of the Board of Directors take on
specific assignments for the Company outside
ordinary duties as Board members, this should be
disclosed to the full Board. The remuneration for
such additional duties should be approved by the
Board of Directors.
Remuneration of executive personnel
The Board of Directors will in accordance with the
Norwegian Public Limited Liability Companies Act
prepare separate guidelines for the stipulation of
salary and other remuneration to key management
personnel. The guidelines shall include the main
principles applied in determining the salary and
other remuneration of executive management, and
shall ensure convergence of the financial interests
of executive management and the shareholders.
The guidelines will be made available to and shall
be dealt with by the ordinary general meeting in
accordance with the Norwegian Public Limited
Liability Companies Act.
The Board of Directors aims to ensure that
performance-related remuneration of executive
management in the form of share options, annual
bonus programmes or the like, if used, are linked to
value creation for shareholders or the Company’s
earnings performance over time.
Information and communications
The Company has developed Investor Relations
Guidelines with the aim to keep shareholders,
analysts, investors and other stakeholders
continuously updated on the Company’s
operations and performance. Financial reports
and presentations are provided to the market in
accordance with the Company’s financial calendar,
on a quarterly and annual basis. Information of
importance is made available to the stock market
through notifications to the Oslo Stock Exchange
in accordance with the Stock Exchange regulations,
and on the Company’s website.
Take-overs
In the event the Company becomes the subject of
a takeover bid, the Board of Directors shall seek to
ensure that the Company’s shareholders are treated
equally and that the Company’s activities are not
unnecessarily interrupted. The Board of Directors
shall also ensure that the shareholders have
sufficient information and time to assess the offer.
There are no defence mechanisms against takeover
bids in the Company’s Articles of Association,
nor have other measures been implemented
to specifically hinder acquisitions of shares in
the Company. The Board of Directors has not
established written guiding principles for how it will
act in the event of a takeover bid, as such situations
are normally characterised by concrete and one-off
situations which make guidelines challenging to
prepare. In the event a takeover were to occur,
the Board of Directors will consider the relevant
recommendations in the Corporate Governance
Code and whether the concrete situation entails
that the recommendations in the Corporate
Governance Code can be complied with or not.
Auditor
The Company’s independent auditor is Ernst &
Young AS. The auditor is appointed by the general
meeting. The Board of Directors will require the
Company’s auditor to annually present to the Audit
Committee a review of the Company’s internal
control procedures, including identified weaknesses
and proposals for improvement, as well as the main
features of the plan for the audit of the Company.
Furthermore, the Board of Directors will require
the auditor to participate in meetings of the Board
of Directors that deal with the annual accounts.
At least one Board meeting with the auditor shall
be held each year in which no member of executive
management is present.
The Board of Directors’ Audit Committee shall
review and monitor the independence of the
Company’s auditor, including in particular the
extent to which services other than auditing
provided by the auditor or the audit firm represents
a threat to the independence of the auditor.
The remuneration to the auditor for statutory audit
will be approved by the ordinary general meeting.
The Board of Directors should report to the general
meeting on details of fees for audit work and any
fees for other specific assignments.
Key highlights
• • Remuneration guidelines were presented to
and adopted by the Annual General Meeting
on 6 May 2022.
• • In accordance with the practice of the
Group the remuneration of the CEO is
determined by the Board of Directors while
the remuneration of the senior executives
is determined by the CEO.
• • Total remuneration to senior executives
amounted to NOK 7,423,312 in 2022.
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Edda Wind ASA – Annual Report 2022
38 Remuneration Report
Statement from the Board
Supporting increased transparency related to
senior executive remuneration, the Board has today
considered and endorsed the remuneration report
for Edda Wind ASA (“the Group” or “Edda Wind”)
for the fiscal year 2022.
Prepared in accordance with the Norwegian Public
Limited Liability Companies Act (“Companies Act”)
§6-16 building on the requirements in the EU
Shareholder Rights Directive (2017/828), the report
gives to the best of our knowledge, a fair and true
presentation of remuneration awarded to senior
executives in the Group in 2022.
The report has been reviewed by the Group’s
auditor EY and will be presented to the
Annual General Meeting on 25 May 2023
for an advisory vote.
Remuneration report
for 2022
Our objective in providing this report is to give
a transparent and comprehensive overview of
the remuneration of senior executives and to:
• • provide clarity of the remuneration
arrangements;
• • confirm a strong link between performance
and remuneration; and
• • ensure shareholders’ interests and expectations
are aligned with Company development,
including strategic ambitions and business
performance.
This remuneration report describes the practice
of the Group for 2022.
Haugesund, 26 April 2023
On behalf of the Board of Directors
Håvard Framnes
Chair of the Board
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Compliance with the remuneration guidelines
The first remuneration guidelines of the Group
were presented and adopted at the Annual General
Meeting on 6 May 2022. The guidelines were
developed to ensure the Group’s remuneration of
senior executives complies with relevant regulatory
requirements, is aligned with the Group’s values,
people policy and performance-based remuneration
philosophy, and is easy to understand and be
assessed by the Group’s various stakeholders.
The below list of principles guide remuneration:
• • The remuneration of senior executives is designed
to retain and attract the right employees with
the skills and expertise necessary to deliver
on the Group’s short- and long-term ambitions,
including both financial and non-financial targets.
• • The compensation should be competitive, but not
market leading, in the relevant labour market(s).
• • The compensation should be fair, reflect the
complexity and responsibility for each position
as well as the performance of the individual.
• • Compensation should reflect the Group’s overall
performance and financial results.
• • Remuneration should be aligned with and
strengthen the common interest of Edda Wind’s
senior executives and the Group’s shareholders.
• • The guidelines, including the objective of each
element of the remuneration, award levels and
performance criteria should be clear, transparent
and give a comprehensive overview of how the
Group compensates senior executives and how
the different elements are believed to contribute
to realising the Group’s strategic ambitions,
long-term interests and profitability.
Key business events in 2022
The Group ordered three newbuildings in January
2022 and one newbuilding in October 2022. With
this action Edda Wind is clearly taking the leading
role in the growing market for C/SOVs with
a planned fleet of 14 vessels, including four vessels
ordered in March 2023. Two vessels ordered
at Colombo Dockyard in January 2022 were
subsequently cancelled in July 2022.
Edda Breeze and Edda Brint was delivered from
yard in May and October, respectively. Both
vessels commenced installation of gangway
systems after delivery.
Remuneration of senior executives in 2022
Total remuneration to senior executives amounted
to NOK 7,423,312 in 2022, of which 84.8% was
base salaries and other benefits, 9.9% was bonuses
and 5.3% pensions. Other benefits included
work-related non-monetary employment benefits
such as company car, insurance and digital media.
There were no changes in pension schemes
for senior executives in 2022. A full breakdown
of remuneration, can be found in tables on
page 40. A bonus of NOK 732,423 was paid to
management during 2022, related to the short-
term bonus scheme.
From January 2023 the annual base salary for the
CCO will be NOK 1.6 million. From April 2023 the
annual base salary for the CFO will be NOK 2.0 million.
The Board has resolved to pay a bonus of 2.5
months salary in Q2 2023 related to the short-term
bonus scheme for 2022.
Management incentive scheme
The Group has approved a one-year rolling incentive
scheme for its management. The maximum bonus
pursuant to the incentive scheme equals the
annual base salary, and the bonus is accrued based
on changes in the trading price for the shares:
• • below 10% increase does not entitle bonus;
• • an increase of 30% or more entitles a maximum
bonus; and
• • an increase between 10% and 30% entitles
pro rata share of the maximum bonus.
Remuneration Report continued
Senior executives
As of 31 December 2022, the Group
management team included:
• • Kenneth Walland, CEO
• • Håkon L Vevang, CCO
• • Tom Johan Austrheim, CFO
• • Jan Lodden, COO (start date 1 July 2022)
Remuneration of Board members are also
included in this report.
Remuneration report
for 2022 continued
Any dividends distributed on the shares within the
relevant incentive periods will be added to the share
price. The bonus will be paid two years after accrual
if the employee is still employed at the payment
date. The incentive scheme may be terminated
by the Board of Directors. If it is terminated, the
accrued bonus (if any) will be paid to the employees.
As of 31 December 2022, the Group has not
recognised any accrued bonus related to the
incentive scheme.
Further, to encourage a strong performance
culture, Edda Wind offers an annual variable pay
rewarding individuals for annual achievements.
Thetargets are linked to the Group’s financial
andnon-financial performance and is capped
atthree months salary.
Pension and insurance schemes
The Group offers insurance benefits for senior
executives aligned with local markets. The scheme
includes coverage for old age, disability, spouse
and children, and supplement payments from
the Norwegian National Insurance system.
Severance package schemes
As a rule, senior executives who resign voluntarily
or are found guilty of gross misconduct, gross
negligence, disloyalty, or other material breach
of his/her duties are not entitled to severance.
The CEO has a non-compete restriction in his
employment contract. There are no agreements
between the Group and the members of
management providing for benefits upon
termination of employment, except for the CEO
and CFO who, respectively, has a contractual
right to 12 months’ and 6 months’ severance pay
following the notice period. There are no loans,
prepayments or other guarantees provided
to management at year end.
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Remuneration tables
The table below shows the remuneration paid to senior executives in NOK in 2022, broken down by base
salary, bonus, other benefits and pension.
Management Position Start date Salary Bonus
Other
benefits
Pension
costs
Kenneth Walland CEO 01.04.2021 2,555,032 365,626 210,518 113,038
Håkon Vevang CCO 01.04.2021 1,274,003 179,297 56,047 111,171
Tom Johan Austrheim CFO 18.05.2021 1,495,863 187,500 31,347 113,038
Jan Lodden COO 01.07. 2022 666,070 0 8,243 56,519
Total 5,990,968 732,423 306,155 393,766
Board members Position Start date
Yearly
remuneration
(NOK)
Remuneration
paid in 2022
(NOK)
Håvard Framnes Chair of the Board 04.11.2021 400,000 200,548
Jan Eyvin Wang Board member 04.11.2021 250,000 125,342
Martha Kold Bakkevig Board member 04.11.2021 250,000 125,342
Toril Eidesvik Board member 04.11.2021 250,000 125,342
Duncan Bullock Board member 26.11.2021 250,000 110,274
Adrian Geelmuyden Board member 26.11.2021 250,000 110,274
Cecilie Serck-Hanssen Board member 26.11.2021 250,000 110,274
Total 1,900,000 877,396
Audit Committee members Start date
Yearly
remuneration
(NOK)
Remuneration
paid in 2022
(NOK)
Håvard Framnes 04.11.2021 40,000 17,644
Martha Kold Bakkevig 04.11.2021 40,000 17,644
Total 80,000 35,288
Remuneration Committee members Start date
Yearly
remuneration
(NOK)
Remuneration
paid in 2022
(NOK)
Håvard Framnes 04.11.2021 20,000 8,822
Jan Eyvin Wang 04.11.2021 20,000 8,822
Total 40,000 17,644
Senior executives’ shareholdings in Edda Wind ASA
An overview of senior executives’ private shareholdings in the Company, not awarded as remuneration,
can be found in note 3 to the Consolidated Financial Statements.
Senior executives on internal and external Boards
The Group consists of a portfolio of companies. In order to ensure the Group’s interests are taken
careofand that there is a good governance of the investments, the Group will appoint employees or
representatives to serve on internal and external Boards. The senior executives represent the Group
onseveral Boards.
Remuneration of Board and Remuneration Committee members including the Audit Committee
Remuneration to Board and Board committee members are awarded one year in arrears.
The following remuneration has been paid during 2022:
Remuneration Report continued
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42 Consolidated Financial Statements
67 Company Financial Statements
73 Auditors Report
Photo: Stephan Giesen
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Consolidated Financial Statements
Income Statement
(EUR 1,000)
Statement of Comprehensive Income
(EUR 1,000)
Notes 2022 2021
Freight income 2 26,930 23,933
Other operating income 2 1,496 484
Total operating income 28,425 24,416
Payroll and remuneration 3 (8,609 ) (7,320 )
Other operating expenses 3, 7 (13,248 ) (10,914 )
Total operating expenses before depreciation (21,856 ) (18,234 )
Operating profit/(loss) before depreciation 6,569 6,182
Depreciation 4 (3,195 ) (3,169 )
Operating profit/(loss) 3,374 3,013
Financial income and expenses
Financial income 11 450 1,461
Financial expense 11 (1,890 ) (2,233 )
Financial income/(expense) (1,440 ) (772 )
Profit/(loss) before tax 1,935 2,242
Tax (income)/expense 9 – –
Profit/(loss) for the year 1,935 2,242
Basic/diluted earnings per share 14 0.03 0.06
2022 2021
Profit/(loss) for the year 1,935 2,242
Items that may be reclassified to the income statement
Currency translation differences (2,587 ) 2,145
Other comprehensive income, net of tax (2,587 ) 2,145
Total comprehensive income for the year (652 ) 4,386
2022 2021
Profit/(loss) for the year attributable to:
Equity holders of the parent 1,935 2,242
Total Comprehensive income attributable to:
Equity holders of the parent (652 ) 4,386
Notes 1 to 16 on the next pages are an integral part of these consolidated financial statements.
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Consolidated Financial Statements continued
Balance Sheet
(EUR 1,000)
Notes 31.12.2022 31.12.2021
ASSETS
Non-current assets
Deferred tax asset 9 – 23
Other long-term assets 15 7,050 –
Vessels 4 66,714 73,611
Newbuildings 4 223,082 131,077
Machinery and equipment 4 7 3
Total non-current assets 296,853 204,715
Current assets
Account receivables 6, 7 3,926 3,575
Other current receivables 1,153 –
Other current assets 12 4,114 7,791
Financial derivatives 10 71 –
Cash and cash equivalents 12 45,021 89,520
Total current assets 54,285 100,886
Total assets 351,138 305,602
EQUITY AND LIABILITIES
Equity
Share capital 13 644 644
Share premium 116,128 116,128
Other equity 66,908 67,560
Total equity 183,680 184,332
Non-current liabilities
Non-current interest-bearing debt 8 146,013 110,545
Total non-current liabilities 146,013 110,545
Notes 31.12.2022 31.12.2021
Current liabilities
Account payables 7 3,017 1,555
Financial derivatives 10 – 91
Taxes payable 9 – –
Public duties payable 85 96
Current interest-bearing debt 8 10,951 6,951
Other current liabilities 7, 15 7,393 2,031
Total current liabilities 21,446 10,724
Total equity and liabilities 351,138 305,602
Notes 1 to 16 on the next pages are an integral part of these consolidated financial statements.
Haugesund, 26 April 2023
The Board of Directors of Edda Wind ASA
(signed electronically)
Håvard Framnes Martha Kold Bakkevig
Chair of the Board Board member
Toril Eidesvik Jan Eyvin Wang
Board member Board member
Adrian Geelmuyden Duncan J. Bullock
Board member Board member
Cecilie Wammer Serck-Hanssen
Board member
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Cash flow from operations
Profit/(loss) before tax 1,935 2,242
Financial (income)/expenses 1,440 772
Depreciation and amortisation 4 3,195 3,169
Change in net working capital 2,656 583
Net cash flow from operations 9,225 6,765
Cash flow from investment activities
Investments in fixed assets 4 (92,012 ) (93,476 )
Changes in restricted cash – investment commitment 12 (2,922 ) 25,964
Net cash flow from investment activities (94,934 ) (67,512 )
Cash flow from financing activities
Proceeds from issuance of interest-bearing debt 8 49,856 32,190
Repayment of interest-bearing debt 8 (6,859 ) (4,497 )
Proceeds from other interest-bearing debt 8 – 43,500
Repayment of other debt 8 – (16,500 )
Interest paid including interest derivatives 11 (1,776 ) (1,101 )
Paid other financial expenses 11 (114 ) (1,187 )
Proceeds from issuance of new shares – 90,131
Net cash flow from financing activities 41,107 142,536
Effects of currency rate changes on bank deposits,
cash and equivalents
Net change in bank deposits, cash and equivalents (44,603 ) 81,789
Translation difference 104 1,016
Cash and cash equivalents at 01.01 89,520 6,715
Cash and cash equivalents at 31.12 45,021 89,520
The Group is located and operates in several countries and each entity has several bank accounts in
different currencies. Unrealised currency effects are included in translation difference.
Share
capital
Share
premium
Other
paid-in
capital
Retained
earnings
Foreign
currency
translation
reserve
Other
equity
Total
equity
Balance at 01.01.2022 644 116,128 27,608 36,522 3,431 67,560 184,332
Profit for the year – – – 1,935 – 1,935 1,935
Other comprehensive income – – – – (2,587 ) (2,587 ) (2,587 )
Balance at 31.12.2022 644 116,128 27,608 38,457 844 66,908 183,680
Share
capital
Share
premium
Other
paid-in
capital
Retained
earnings
Foreign
currency
translation
reserve
Other
equity
Total
equity
Balance at 01.01.2021 9 – 27,608 34,280 1,286 63,174 63,183
Share capital increase by conversion
of debt 327 26,673 – – – – 27,000
Share capital increase by issuance
of new shares, November* 281 81,102 – – – – 81,383
Share capital increase by issuance
of new shares, December 27 8,353 – – – – 8,381
Profit for the year – – – 2,242 – 2,242 2,242
Other comprehensive income – – – – 2,145 2,145 2,145
Balance at 31.12.2021 644 116,128 27,608 36,522 3,431 67,560 184,332
* The Group incurred EUR 4,474 thousand in transaction costs related to the share capital increase in November 2021. The transaction cost is accounted for
as a deduction in share premium.
Notes 1 to 16 on the next pages are an integral part of these consolidated financial statements.
Cash Flow Statement
(EUR 1,000)
Statement of Changes in Equity
(EUR 1,000)
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Income Statement
(EUR 1,000)
Balance Sheet
(EUR 1,000)
Notes
NGAAP
2022 2021
ASSETS
Financial assets
Investment in subsidiary companies 4 108,462 66,365
Long-term receivables 3 2,462 –
Total financial assets 110,924 66,365
Current assets
Receivables from group companies 3 34,966 23,282
Other short-term receivables 3 1,071 587
Cash and cash equivalents 6 26,739 80,002
Total current assets 62,777 103,871
Total assets 173,701 170,236
EQUITY AND LIABILITIES
Equity
Share capital 7, 8 644 644
Share premium 7 167,478 167,478
Other equity 7 2,321 –
Total equity 170,442 168,121
Current liabilities
Account payables 3 562 874
Other current liabilities 3 2,696 1,241
Total current liabilities 3,259 2,115
Total equity and liabilities 173,701 170,236
Notes 1 to 9 on the next pages are an integral part of these financial statements.
NGAAP Norwegian Generally Accepted Accounting Principles
Notes
NGAAP
2022 2021
Other operating expenses 1, 2 2,000 2,485
Total operating expenses 2,000 2,485
Operating profit (2,000) (2,485)
Financial income and expenses
Interest income from group companies 3 2,534 358
Other financial income 3, 4 4,060 237
Net currency differences (2,071) 1,496
Interest paid to group companies (0) (40)
Interest expenses to related parties – (581)
Other financial expenses (204) (71)
Financial income/(expense) 4,320 1,400
Profit/(loss) before tax 2,321 (1,085)
Tax (income)/expense 5 – –
Profit/(loss) for the year 2,321 (1,085)
Notes 1 to 9 on the next pages are an integral part of these financial statements.
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Haugesund, 26 April 2022
The Board of Directors of Edda Wind ASA
(signed electronically)
Håvard Framnes Martha Kold Bakkevig
Chair of the Board Board member
Toril Eidesvik Jan Eyvin Wang
Board member Board member
Adrian Geelmuyden Duncan J. Bullock
Board member Board member
Cecilie Wammer Serck-Hanssen
Board member
Notes 2022 2021
Cash flow from operations
Profit/(loss) before tax 2,321 (1,085)
Group contribution 3 (3,972) –
Change in trade payables (312) 92
Change in other current assets and other liabilities (40,890) (18,341)
Net cash flow from operations (42,853) (19,334)
Cash flow from investment activities
Loan to subsidiaries (10,417) –
Dividends received from subsidiaries – 2,314
Investments in subsidiaries 4 (23) (21,376)
Net cash flow from investment activities (10,441) (19,062)
Cash flow from financing activities
Proceeds from other interest-bearing debt – 43,500
Repayment of other interest-bearing debt – (16,500)
Increase capital – 90,131
Net cash flow from financing activities – 117,131
Effects of currency rate changes on bank deposits,
cash and equivalents
Net change in bank deposits, cash and equivalents (53,294) 78,734
Translation difference 31 1,028
Cash and cash equivalents at 01.01 80,002 239
Cash and cash equivalents at 31.12 26,739 80,002
Notes 1 to 9 on the next pages are an integral part of these financial statements.
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Notes to the Company Financial Statements
(EUR 1,000)
Note 1 General accounting principles
Accounting policies
The financial statements have been prepared in accordance with the Norwegian Accounting Act of 1998
and generally accepted accounting principles in Norway.
Shares in subsidiaries
Subsidiaries and investments in associates are valued at cost in the Company accounts. The investment is
valued at cost of the shares in the subsidiary, less any impairment losses. An impairment loss is recognised
if the impairment is not considered to be temporary, in accordance with generally accepted accounting
principles. Impairment losses are reversed if the reason for the impairment loss disappears in a later period.
Dividend, group contributions and other distribution from subsidiaries are recognised in the same year as
they are recognised in the financial statements of the provider. If dividends/group contributions exceed
withheld profits after the acquisition date, the excess amount represents repayment of invested capital,
and the distribution will be deducted from the recorded value of the acquisition in the balance sheet for
the parent company.
Valuation and classification of assets and liabilities
Assets intended for permanent ownership or use in the business are classified as non-current assets. Other
assets are classified as current assets. Receivables due within one year are classified as current assets. The
classification of current and non-current liabilities is based on the same criteria. Current assets are valued
at the lower of historical cost and fair value. Fixed assets are carried at historical cost but are written down
to their recoverable amount if this amount is lower than the carrying amount and the decline is expected to
be permanent. Fixed assets with limited economic life are depreciated on a systematic basis in accordance
with a reasonable depreciation schedule. Other long-term liabilities, as well as short-term liabilities, are
valued at nominal value.
Provisions
Provisions are recognised when the Company faces an obligation (legal or constructive) as a result of a past
event and it is probable that an outflow of resources will be required to settle the obligation and a reliable
estimate can be made on the amount of the obligation. The expense related to a provision is presented in
the statement of profit and loss. All provisions are reviewed at end of each reporting period and adjusted
to reflect best estimate.
Use of estimates
Management has used estimates and assumptions that have affected the income statement and the
valuation of assets and liabilities, as well as uncertain assets and liabilities on the balance sheet date
during preparation of the financial statements in accordance with generally accepted accounting principles
in Norway.
Foreign currency
The financial statements of the Company are presented in Euro. Monetary items (assets, liabilities and
bank deposits) in foreign currency are converted at the exchange rate as on the balance sheet date.
Receivables
Receivables are recognised at nominal value, less the accrual for expected losses of receivables. Provisions
for doubtful accounts are made on the basis of individual assessment of each receivable. For the remaining
receivables, a general provision is estimated based on expected loss.
Dividend
Dividend income is recognised when the right to receive payment is established, normally when the
dividend is approved by the general meeting of a subsidiary. Dividend distribution to shareholders
is recognised as a liability when the dividend is approved by the general meeting.
Tax
The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/tax assets are
calculated on all differences between the book value and tax value of assets and liabilities. Deferred tax
assets are recorded on the balance sheet when it is more likely than not that the tax assets will be utilised.
Taxes payable and deferred taxes are recognised directly in equity to the extent that they relate to equity
transactions.
Cash flow statements
The statement of cash flow is prepared in accordance with the indirect model. Cash and cash equivalents
include cash, bank deposits and other short-term investments which immediately and with minimal
exchange risk can be converted into known cash amounts, with due date less than three months from
purchase date.
Note 2 Payroll and remuneration
Edda Wind ASA has no employees and is therefore not obliged to follow the Mandatory Occupational
Pensions Act. Edda Wind ASA’s management team is employed and remunerated through subsidiary
Edda Wind Management AS as shown in table below:
2022 Salaries Bonus
Other
benefits
Pension
costs
Remuneration to management
Kenneth Walland (CEO) 242 35 20 11
Håkon Vevang (CCO) 121 17 5 11
Tom Johan Austrheim (CFO) 142 18 3 11
Jan Lodden (COO) (start date 01.07.2022) 63 – 1 5
Total remuneration to management 568 69 29 38
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Position 2022 2021
Remuneration to Board of Directors
Håvard Framnes Chair 15 7
Jan Eyvin Wang Director 9 4
Martha Kold Bakkevig Director (joined November 2021) 10 4
Toril Eidesvik Director (joined November 2021) 9 4
Duncan J. Bullock Director (joined December 2021) 9 2
Cecilie Wammer Serck-Hanssen Director (joined December 2021) 9 2
Adrian Geelmuyden Director (joined December 2021) 9 2
Total remuneration to the Board of Directors 68 27
There are no agreements between the Group and the members of the Board of Directors providing for
benefits upon termination.
2022 2021
Expensed audit fee (excluding VAT)
Audit services 52 46
Other assurance services 4 88
Other non-audit services – 126
Total expensed audit fee 56 259
Note 3 Transactions with related parties
The profit and loss statement includes the following amounts resulting from transactions with related parties.
2022 2021
Management fee
Edda Wind Management AS 22 11
Total 22 11
Reimbursed costs
Edda Wind Management AS 1,300 468
Total 1,300 468
Interest income
Edda Wind Management AS 17 7
Edda Wind I AS 141 96
Edda Wind II AS 136 136
Edda Wind III AS 51 –
Edda Wind IV AS 737 108
Edda Wind V AS 509 10
Edda Wind VI AS 51 1
Edda Wind VII AS 5 –
Edda Wind VIII AS 3 –
Edda Wind IX AS 154 –
West Energy AS 8 –
Total 1,813 358
Interest expenses
West Energy AS – 27
Edda Wind III AS – 7
Johannes Østensjø dy AS – 6
Østensjø Wind AS – 290
Wilhelmsen New Energy AS – 290
Total – 621
Notes to the Company Financial Statements continued
(EUR 1,000)
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2022 2021
Financial income – received group contribution
West Energy AS 222 209
Edda Wind Management AS 60 28
Edda Wind VII AS 1,815 –
Edda Wind VIII AS 1,875 –
Total 3,972 237
The balance sheet includes the following amounts resulting from transactions with related parties.
Short-term receivables 2022 2021
Group companies 34,966 23,282
Associated companies – 1
Total 34,966 23,282
Accounts payable
Group companies 251 164
Associated companies 291 126
Total 542 291
Short-term debt
Group companies – 437
Associated companies – 134
Total – 572
The Company acts as guarantor for the interest-bearing debt of its subsidiaries.
Note 4 Investment in subsidiaries
Subsidiaries Business office/country Nature of business
Ownership/
voting
rights Currency Equity Result
Book
value
(EUR)
Edda Wind
Management AS
Haugesund, Norway Management
services
100% NOK 800 408 93
Edda Wind
Investment AS
Haugesund, Norway Investment 100% NOK (127) (109) 4
Edda Wind I AS Haugesund, Norway Vessel operations 100% EUR 686 (8,176) 11,424
Edda Wind II AS Haugesund, Norway Vessel operations 100% EUR 18,996 (1,784) 21,748
Edda Wind III AS Haugesund, Norway Vessel operations 100% GBP (906) (3,434) 6,798
Edda Wind IV AS Haugesund, Norway Vessel operations 100% EUR 10,534 (1,467) 12,407
Edda Wind V AS Haugesund, Norway Vessel operations 100% EUR 16,393 14 16,582
Edda Wind VI AS Haugesund, Norway Vessel operations 100% EUR 8,501 (19) 8,617
Edda Wind VII AS Haugesund, Norway Vessel operations 100% EUR 576 174 1,819
Edda Wind VIII AS Haugesund, Norway Vessel operations 100% EUR 633 218 1,879
Edda Wind IX AS Haugesund, Norway Vessel operations 100% EUR 3,708 (158) 3,867
Edda Wind X AS Haugesund, Norway Dormant 100% EUR (5) (8) 4
Edda Wind XI AS Haugesund, Norway Dormant 100% EUR (5) (8) 4
Edda Wind XII AS Haugesund, Norway Dormant 100% EUR (5) (8) 4
West Energy AS Haugesund, Norway Vessel operations 100% GBP 22,141 144 23,169
Edda Supply
Ships UK Ltd
Aberdeen,
United Kingdom
Management
services
100% GBP 271 71 43
Based on the subsidiaries’ underlying assets and operation, no impairment charge has been made to the
investments in 2022 or 2021
Edda Wind ASA has given group contributions during 2022; EUR 59,753 to Edda Wind Management AS,
EUR 1,815,291 to Edda Wind VII AS, and EUR 1,875,032 to Edda Wind VIII AS. The group contributions are
given without tax effect and is booked as increase in investment. Edda Wind ASA has also received group
contribution in the same amount from the parties with tax effect, booked as financial income. Edda Wind
ASA has also received a group contribution of EUR 221,900 from West Energy AS.
Note 3 Transactions with related parties continued
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Note 5 Tax
Income tax for the year 2022 2021
Tax payable – –
Change in deferred tax – –
Tax on ordinary result – –
Basis for tax payable 2022 2021
Profit before tax 2,321 (1,085)
Other permanent differences 793 9
Taxable income 3,114 –
Group contribution received 3,972 –
Tax loss carried forward (7,086) –
Basis tax payable – (1,077)
Temporary differences and deferred tax 2022 2021 Change
Tax loss carried forward (254) (1,998) 1,744
Deferred tax (56) (440) 384
Change in deferred tax/deferred tax asset 384 (440)
Correction from 2021 1,129 –
Not recorded deferred tax asset (1,512) 440
Deferred tax (+)/Deferred tax asset (-) – –
Note 6 Cash and cash equivalents
2022 2021
Bank deposits EUR 25,277 77,277
Bank deposits NOK 1,161 2,725
Bank deposits GBP 301 –
Total cash and cash equivalents 26,739 80,002
The Company does not have any restricted cash as of 31 December 2022.
Note 7 Share capital
Edda Wind ASA’s share capital amounts to NOK 6,431,449 divided into 64,314,488 shares, each with a nominal
value of NOK 0.1.
Largest shareholders at 31 December 2022
Shareholder Country
Number
of shares
Ownership
share
Østensjø Wind AS Norway 16,500,000 25.7%
Wilhelmsen New Energy AS Norway 16,500,000 25.7%
Geveran Trading Co Ltd Cyprus 7,551,754 11.7%
Credit Suisse (Switzerland) Ltd. Ireland 6,888,331 10.7%
J.P. Morgan SE Luxembourg 1,126,184 1.8%
VJ Invest AS Norway 1,009,615 1.6%
Morgan Stanley & Co. Int. Plc. United Kingdom 958,887 1.5%
Forenede Industrier Shipping AS Norway 585,716 0.9%
Varner Equities AS Norway 518,767 0.8%
Kontrari AS Norway 500,000 0.8%
Portia AS Norway 500,000 0.8%
Largest shareholders 52,639,254 81.8%
Others 11,675,234 18.2%
Total 64,314,488 100.0%
During 2021, Edda Wind ASA increased its number of shares from 1,000 shares at nominal value of NOK 101
to 64,314,488 shares at nominal value of NOK 0.1.
Notes to the Company Financial Statements continued
(EUR 1,000)
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Note 8 Changes in equity
Share
capital
Share
premium
Other
equity Total equity
Balance at 01.01.2022 644 167,478 – 168,122
Profit/loss for the year – – 2,321 2,321
Balance at 31.12.2022 644 167,478 2,321 170,442
Note 9 Other circumstances:
In relation to one of the newbuildings, Edda Wind ASA has accepted payment obligations in the net amount
of EUR 2.4 million as at the balance sheet date in order to avoid delays in delivery of certain equipment.
This will be repaid through a loan agreement in the net amount of EUR 2.4 million paid over two years.
Note 10 Subsequent events
Edda Wind ASA raised NOK 1.2 billion in a private placement on 2 March 2023.
The Company has established eight new subsidiaries in 2023.
Notes to the Company Financial Statements continued
(EUR 1,000)
Auditor’s Report
Statsautoriserte revisorer
Ernst & Young AS
Thormøhlens gate 53 D, 5006 Bergen
Postboks 6163, 5892 Bergen
Foretaksregisteret: NO 976 389 387 MVA
Tlf: +47 24 00 24 00
www.ey.no
Medlemmer av Den norske
Revisorforening
A member firm of Ernst & Young Global Limited
INDEPENDENT AUDITOR'S REPORT
To the Annual Shareholders' Meeting of Edda Wind ASA
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Edda Wind ASA (the Company) which comprise the financial
statements of the Company and the consolidated financial statements of the Company and its
subsidiaries (the Group). The financial statements of the Company comprise the balance sheet as at 31
December 2022 and the income statement and the cash flow statement for the year then ended and
notes to the financial statements, including a summary of significant accounting policies. The
consolidated financial statements of the Group comprise the balance sheet as at 31 December 2022, the
income statement and other comprehensive income, cash flow statement and statement of changes in
equity for the year then ended and notes to the financial statements, including a summary of significant
accounting policies.
In our opinion
• the financial statements comply with applicable legal requirements,
• the financial statements give a true and fair view of the financial position of the Company as at 31
December 2022 and its financial performance and cash flows for the year then ended in
accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway,
• the consolidated financial statements give a true and fair view of the financial position of the
Group as at 31 December 2022 and its financial performance and cash flows for the year then
ended in accordance with International Financial Reporting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the audit committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We are independent of the Company and the Group in
accordance with the requirements of the relevant laws and regulations in Norway and the International
Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for 4 years from the election by the general meeting of the
shareholders on 18 October 2019 for the accounting year 2019.
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Independent auditor's report - Edda Wind ASA 2022
A member firm of Ernst & Young Global Limited
Other information
Other information consists of the information included in the annual report other than the financial
statements and our auditor’s report thereon. Management (the board of directors and chief executive
officer) is responsible for the other information. Our opinion on the financial statements does not cover the
other information, and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information,
and, in doing so, consider whether the board of directors’ report, the statement on corporate governance
and the statement on corporate social responsibility contain the information required by applicable legal
requirements and whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that the other information is materially inconsistent with the
financial statements, there is a material misstatement in this other information or that the information
required by applicable legal requirements is not included in the board of directors’ report, the statement
on corporate governance or the statement on corporate social responsibility, we are required to report
that fact.
We have nothing to report in this regard, and in our opinion, the board of directors’ report, the statement
on corporate governance and the statement on corporate social responsibility are consistent with the
financial statements and contain the information required by applicable legal requirements.
Responsibilities of management for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements of the
Company in accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway and of the consolidated financial statements of the Group in accordance
with International Financial Reporting Standards as adopted by the EU, and for such internal control as
management determines is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the
Company or the Group, or to cease operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
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Independent auditor's report - Edda Wind ASA 2022
A member firm of Ernst & Young Global Limited
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements for 2022. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. For each matter below, our description of how our audit addressed the matter is
provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial
statements section of our report, including in relation to these matters. Accordingly, our audit included the
performance of procedures designed to respond to our assessment of the risks of material misstatement
of the financial statements. The results of our audit procedures, including the procedures performed to
address the matters below, provide the basis for our audit opinion on the financial statements.
Impairment assessment of vessels and newbuilds
Basis for the key audit matter
As of 31 December 2022, the market
capitalization of the Group was below book value
of the Group equity. Group management have
identified the impairment indicator to be related to
vessels and newbuilds and have therefore tested
recoverable amounts. The carrying amount of the
Group’s vessels and newbuilds amounted to EUR
289,8 million, which corresponds to 83% of
assets. Remaining installments for newbuilds
amount to EUR 186,1 million. No impairment was
recognized on vessels and newbuilds.
Management have classified each vessel and
newbuild as a cash generating unit (“CGU”).
Management have measured the recoverable
amount of vessels and newbuilds by comparing
the carrying amount and remaining installments of
each CGU to the highest of fair value less cost to
sell and value in use. Key assumptions for the
value-in-use calculation were forecasted day-
rates, operating costs, estimated useful life of the
vessels and discount rate. Considering the extent
of estimates and assumptions applied in the
impairment evaluation, and management’s
involvement and significant judgement in
establishing them, we assess impairment
assessment of vessels and newbuilds as a key
audit matter.
Our audit response
We evaluated the appropriateness of
management’s identification of the Group’s CGUs.
For the value in use calculation, we compared
day-rates to the firm contracts and estimated
future rates to historical spot rates and future
market expectation from third party for the SOV
and CSOV market. Operating costs have been
compared to approved budget, historical
expenses and future expectation from third party.
Estimated useful life of the vessels have been
compared to industry practice and plans for
docking and maintenance. We have also
conducted sensitivity analysis. Furthermore, we
compared managements value-in-use calculation
with third party broker valuation reports obtained
by management. We involved an internal
specialist in testing the mathematical accuracy of
the value-in-use calculation, in the assessment of
the model and the discount rate applied. We refer
to note 4 of the consolidated financial statements.
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Edda Wind ASA – Annual Report 2022
Strategic
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Board of
Directors Report
Governance
Report
Financial
Statements
Auditors report continued
Auditor’s Report continued
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Independent auditor's report - Edda Wind ASA 2022
A member firm of Ernst & Young Global Limited
Management’s responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF
Regulation. This responsibility comprises an adequate process and such internal control as management
determines is necessary.
Auditor’s responsibilities
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material
respects, the financial statements included in the annual report have been prepared in accordance with
the ESEF Regulation. We conduct our work in accordance with the International Standard for Assurance
Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of historical financial
information”. The standard requires us to plan and perform procedures to obtain reasonable assurance
about whether the financial statements included in the annual report have been prepared in accordance
with the ESEF Regulation.
As part of our work, we perform procedures to obtain an understanding of the company’s processes for
preparing the financial statements in accordance with the ESEF Regulation. We test whether the financial
statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL
tagging of the consolidated financial statements and assess management’s use of judgement. Our
procedures include reconciliation of the iXBRL tagged data with the audited financial statements in
human-readable format. We believe that the evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Bergen, 26 April 2023
ERNST & YOUNG AS
Øyvind Nore
State Authorised Public Accountant (Norway)
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Independent auditor's report - Edda Wind ASA 2022
A member firm of Ernst & Young Global Limited
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s and the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s and the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company and the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group audit.
We remain solely responsible for our audit opinion.
We communicate with the board of directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the board of directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirement
Report on compliance with regulation on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Edda Wind ASA we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the
annual report, with the file name eddawindasa-2022-12-31-en have been prepared, in all material
respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815
on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of
the Norwegian Securities Trading Act, which includes requirements related to the preparation of the
annual report in XHTML format and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF Regulation.
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Edda Wind ASA – Annual Report 2022
Strategic
Report
Board of
Directors Report
Governance
Report
Financial
Statements
Remuneration Report
2
Independent auditor’s assurance report on remuneration report - Edda Wind ASA 2022
A member firm of Ernst & Young Global Limited
We obtained an understanding of the remuneration policy approved by the general meeting. Our
procedures included obtaining an understanding of the internal control relevant to the preparation of the
remuneration report in order to design procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the company’s internal control. Further we
performed procedures to ensure completeness and accuracy of the information provided in the
remuneration report, including whether it contains the information required by the law and accompanying
regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Bergen, 26 April 2023
ERNST & YOUNG AS
Øyvind Nore
State Authorised Public Accountant (Norway)
Statsautoriserte revisorer
Ernst & Young AS
Thormøhlens gate 53 D, 5006 Bergen
Postboks 6163, 5892 Bergen
Foretaksregisteret: NO 976 389 387 MVA
Tlf: +47 24 00 24 00
www.ey.no
Medlemmer av Den norske
Revisorforening
A member firm of Ernst & Young Global Limited
INDEPENDENT AUDITOR’S ASSURANCE REPORT ON REMUNERATION REPORT
To the General Meeting of Edda Wind ASA
Opinion
We have performed an assurance engagement to obtain reasonable assurance that Edda Wind ASA’s
report on salary and other remuneration to directors (the remuneration report) for the financial year ended
31 December 2022 has been prepared in accordance with section 6-16 b of the Norwegian Public Limited
Liability Companies Act and the accompanying regulation.
In our opinion, the remuneration report has been prepared, in all material respects, in accordance with
section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.
Board of directors’ responsibilities
The board of directors is responsible for the preparation of the remuneration report and that it contains
the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and
the accompanying regulation and for such internal control as the board of directors determines is
necessary for the preparation of a remuneration report that is free from material misstatements, whether
due to fraud or error.
Our independence and quality control
We are independent of the company in accordance with the requirements of the relevant laws and
regulations in Norway and the International Ethics Standards Board for Accountants’ International Code
of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code),
and we have fulfilled our other ethical responsibilities in accordance with these requirements. Our firm
applies International Standard on Quality Control 1 (ISQC 1) and accordingly maintains a comprehensive
system of quality control including documented policies and procedures regarding compliance with ethical
requirements, professional standards and applicable legal and regulatory requirements.
Auditor’s responsibilities
Our responsibility is to express an opinion on whether the remuneration report contains the information
required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying
regulation and that the information in the remuneration report is free from material misstatements. We
conducted our work in accordance with the International Standard for Assurance Engagements (ISAE)
3000 – “Assurance engagements other than audits or reviews of historical financial information”.
Auditors report continued